Purchase Terms and Conditions - Sales Terms and Conditions

PURCHASE TERMS AND CONDITIONS

ACKNOWLEDGMENT: This Purchase Order must be acknowledged promptly by duly completing and returning the attached acknowledgment copy. Buyer reserves the right to cancel this order if not acknowledged within a reasonable length of time. Any provision which vendor applies to this order which is inconsistent with or is in addition to these purchase order terms and conditions shall not be binding upon the buyer.

DELIVERY: Time shall be the essence for the purpose of this agreement. Failure by the vendor to perform within the “due date”, or his acknowledgment shipping date, shall entitle the buyer at buyer’s option, in addition to its other rights and remedies, a) to give the vendor the opportunity to remedy his failure with a period of time fixed by the buyer or b) to wholly or partially cancel the order at buyer's option without being liable for any compensation or damages for so doing.

PACKAGING: All goods, wrappers and containers must be packed, marked and labelled as required by Federal, Provincial and Municipal laws and regulations or any other laws or regulations adopted by a competent government authority for the protection and safety of persons and property, and prices include all charges for packing, crating and transportation to F.O.B point. Goods must be boxed, packed or crated so as to qualify for lowest freight or transportation rates.

DOCUMENTATION: GENERAL - Bill of lading, airway bills, etc. must show our purchase order number, gross shipping weight and description of goods in accordance with freight classification. A packing list showing our purchase order number and our part number(s) must be attached to outside of one shipping carton. CANADIAN VENDORS - Invoices in duplicate to be mailed promptly. U.S.A VENDORS - Commercial invoices in duplicate together with two (2) certified Canada Customs invoices to be airmailed on date of shipment four (4) certified Canada Customs invoices must accompany Bill of Lading/Airway Bill and shipment. OTHER FOREIGN VENDORS - See letter of credit for required documentation.

BUYER’S PROPERTY: All materials, including tools or machinery, furnished or specifically paid for by the buyer in respect to the goods shall be the property of the buyer, shall be subjected to removal at all times without cost upon demand by the buyer, shall be used only in filling orders from the buyer, shall be kept separate from other materials or tools, shall be clearly identified as the property of the buyer, shall be insured by the vendor with loss payable to buyer and shall be returned to the buyer when requested. Vendor assumes liability for all loss or damage to such materials and agrees to maintain them in good operating condition.

INSPECTION, REJECTION: All goods delivered shall be subjected to final inspection by buyer within thirty (30) days after delivery. All items which are not in compliance with specifications, which are not as warranted or which are shipped ahead of schedule, or in excess, or substituted for items ordered may be rejected by buyer and returned or held at vendor's expense and risk.

INDEMNITY: Vendor agrees to indemnify and save harmless buyer with respect to any claim, demand, suit or similar process made upon buyer with respect to any bodily injury, death or property damage, by whomsoever such claim is made, which is based in whole or in part upon the actual or alleged negligence, fault, act or omission of vendor or any of its agents, servants, or employees, and to indemnify and save harmless buyer from any and all expense, liability and loss of any kind including legal fees arising our of any claim, suit or action alleging infringement of a patent, trademark, copyright, or any personal, contractual or proprietary right.

WARRANTIES: Vendor warrants that all goods covered by this order will conform to specifications, drawings or other description furnished or adopted by buyer and will be of merchantable quality, of good workmanship and free from defects. These warranties shall survive inspection, testing and acceptance and shall enure to the benefit of the buyer, its successors, assigns, customers and to users of buyer's product and is in addition to any other applicable warranties made by vendor and to any implied by law.

Buyer's payment of all or any part of the purchase price, or failure to insist on performance of any terms and conditions herein or to exercise any right or privilege of buyer’s waiver of any breach hereunder shall not constitute a waiver of any other terms, conditions, rights or obligations or any breach thereof.

Governing law: Buyer and vendor agree that the law of the Province of Quebec shall govern the interpretation and effect of this contract, except for Canadian Provinces other than Quebec where the laws of the Province of Ontario shall apply. 08:22:56

SALES TERMS AND CONDITIONS

1. ROBCO INC. (hereinafter called the “Company”) shall not be responsible for direct or indirect loss or damage arising from delay in delivery or from non-delivery of all or any part of the goods. All goods are shipped at Purchaser’s risk and the Company shall not be responsible for goods damaged or lost in transit.

2. Any error in weight, number or other specifications must be noted on the bill of lading or carrier’s delivery slip and any claim arising therefrom shall not be considered by the Company unless made in writing within ten (10) days after receipt of the goods by Purchaser.

3. All goods manufactured by the Company are warranted to be free from defects in material workmanship. The Company’s sole liability to the Purchaser for any reason whatsoever is at its option, either to repair or replace F.O.B Customer’s works, any goods which, shall prove to have been defective in materials or workmanship, provided the Company receives notification in writing of such defects within 30 days of their receipt. This warranty excludes all other warranties, either express, implied, legal or contractual, and any warranty or condition as to the merchantability or fitness for purpose. Under no circumstances shall the Company be liable for direct or consequential or indirect loss to the customer (including, without limitation, loss of profits, loss of production, or liabilities to the purchaser or third parties) or for any special or punitive damages of any nature whatsoever.

4. Goods not manufactured by the Company are not warranted except in so far as the same are warranted to the Company by the manufacturers, but in no case does the Company bind itself to any greater warranty than set forth in paragraph 3 hereof.

5. When goods are fabricated in accordance with Purchaser’s plans and specifications, the Company shall not be responsible for loss or damage arising from improper or inadequate design.

6. Purchaser agrees to indemnify and hold harmless the Company from all claims, actions, or damages arising out of Purchaser’s or any third parties’ use of the goods purchased hereunder.

7. Unless otherwise stated herein, terms of payment are net thirty (30) days from invoice date with 2% interest per month for late payments.

8. Unless otherwise stated herein, quotations must be accepted by a purchase order in writing within thirty (30) days from the date of the quotation and all orders are subject to prior approval of Purchaser’s credit.

9. Unless otherwise stated herein, all prices are subject to alteration without notice. If during the currency of any contract arising from any quotation there by any increase in cost of labour and/or materials required in connection with or for the purpose of such contract over the cost of such labour and/or materials prevailing at the date of any quotation, the net increase of cost shall be added to the contract price and be payable by Purchaser.

10. Purchaser shall pay all taxes, duties and other charges imposed by any government authority on the goods unless otherwise stipulated

11. Should default be made by Purchaser in paying any sum on due date the Company shall have the right either to suspend all further deliveries either under the same or any other contracts with Purchaser until the default be made good or then later to cancel the same or any other contracts so far as any further goods remain to be delivered thereunder.

12. Quotations are submitted and orders accepted on the express understanding that the Company reserves the right to supply and bill up to 10 % more or less than the quantity ordered on a pro rata price basis. The Company shall not accept cancellation of all or any items or reduction in quantities after the order has been accepted.

13. These terms and conditions of sale may not be modified by any provision of any other type of agreement, purchase order or similar agreement and no modification shall be binding on the Company unless made in writing and signed by all parties hereto.

14. Unless otherwise specified in writing, tooling charges quoted and/or invoiced by the Company represent only a part of the actual cost of same and therefore does not entitle the purchaser to ownership of the tooling. The Company agrees to maintain, at it’s expenses, such tooling in good working condition. Should the purchaser want title ownership, the Company shall be entitled to levy and additional charge and all maintenance thereon shall then become the purchaser’s responsibility.

15. No product may be returned without the Company’s written permission. Such returned goods authorization shall include shipping instructions which must be adhered to, otherwise any excessive shipping charges will be deducted from credit allowed. Unless product is returned because of defect or failure to meet specifications, the Company shall be entitled to levy a restocking charge.

16. Governing law: Buyer and vendor agree that the laws of the Province of Quebec shall govern the interpretation and effect of this contract, except for Canadian provinces other than Quebec where the laws of the Province of Ontario shall apply.