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Viconics Terms and Conditions of Sale

GENERAL CONDITIONS
In the event of any conflict between the terms and conditions of sale herein and the provision contained in the Purchaser's Order, Viconics Technologies Inc (Viconics) terms and condition of sale herein shall prevail. These terms supersede all previous written or oral quotations, statements or agreements. No waiver, alteration or modification of these terms and conditions shall be binding upon Viconics unless made in writing and signed by a duly authorized representative of Viconics.

QUOTATIONS AND PRICES
Written quotations shall be valid for no more than sixty (60) days from their date, unless otherwise stated in the quotation. Verbal quotations expiry the same day unless accepted in writing that day. All quotations are subject to change by Viconics at any time upon notice to Purchaser. All quoted prices are based on the current exchange rate, tariffs and costs of manufacture. Viconics reserves the right to reflect unanticipated cost charges in the selling price at the time that the order is placed. Orders accepted as a result of a written quote, will be billed at the quoted price. Stenography and clerical errors are subject to correction. The purchase will also respect the minimum order policy of $100 net before shipping and taxes. If the minimum is not reached then the difference will be charged as a separate line item Min Order Charge. It is Purchaser's obligation to review the quotation carefully and to immediately advise Viconics in writing of any differing interpretation Purchaser has so any necessary change can be made.

PRICE POLICY
All prices are subject to change without notice. In the event of a net price change and unless otherwise agreed to in writing, prices for orders scheduled for immediate release shall be those in effect at time of order entry. Prices for orders placed for future shipment without an agreed price and ship date will be billed at the pricing in effect as of the order entry date. All clerical errors are subject to correction.

TAXES
Any duty, tariff, levy, tax or charge (including without limitation, sales, use, excise, goods and services, harmonized, value-added and withholding taxes), customs levy or inspecting, licensing or testing fee, or other tax, fee or charge of any nature whatsoever, imposed by any governmental authority or measured by any transaction between Viconics and Purchaser, shall be paid by the Purchaser in addition to the
prices quoted or invoiced, and such charges will appear as a separate line item on the invoice. In the event Viconics will be required to pay any such tax, fee, or charge, Purchaser shall reimburse Viconics or, in lieu of such payment, Purchaser shall supply Viconics at the time the order is submitted with an exemption certificate or other document acceptable to the tax authority. Purchase Orders must state the existence and amount of any such tax, fee or charge for which Purchaser claims an exemption.

SCHEDULED DELIVERY
Delivery schedules are based on conditions applicable at the time of Viconics' quotation and acceptance of customer's purchase order. Delivery shall also depend on the prompt receipt by Viconics of the necessary information to allow maintenance of its engineering and manufacturing schedules. Viconics may extend delivery schedules or may, at its option, cancel customer purchase orders in full or in part without liability
other than to return any deposit or prepayment which is unearned by reason of cancellation. If the customer requests same day shipping (if applicable) then an additional charge will be added to the purchase order Fast Track Fee. Where no shipping instructions are received, shipments will be made by the carrier and in the manner designated by Viconics. Shipping charges will be added and charged against the order unless otherwise indicated on the customer's order. The customer will be responsible to pay the shipping charges. Viconics shall not be liable for delay in delivery or failure of Viconics to manufacture or deliver due to causes beyond its reasonable control.

ORDER CONFIRMATIONS
Order confirmation will be sent within 24 hours of receipt of the purchase order. The delivery scheduling including the five day lead time begins when the order acknowledgement is sent. All orders received after 2:00pm EST will be processed the next business day. Please note that thescheduled delivery date does not include transportation time and/or delays.

PURCHASE ORDER CONDITIONS
The following conditions must be met to ensure that your order is processed within the above-mentioned time: Purchase Order Number must be clearly indicated, Bill-to and Ship-to address, Shipping terms (Collect, Next day, Standard etc.), Complete and correct part numbers, Correct pricing, Buyer /Purchasing agent's name, Expected ship date or dock date (if possible) and reference to sales quote if special pricing was given. Any missing information on a customer's purchase order will delay the shipment. The customer's credit must be in good standing with Viconics; if otherwise, the order may be delayed.

SHIPMENT AND ROUTING
Viconics shall select the point of origin of shipment, the method of transportation and the routing of the shipment. Purchasers that request expedited or special modes of transportation or routing involving air, premium or any other non-standard Viconics shipping shall be assessed additional charges for shipping, handling, freight and expediting. Any rebates, allowances, discounts or incentives received by Viconics from its carriers shall be retained by Viconics. Purchaser specified packaging and marking may be subject to additional charges.

EMERGENCY ORDERS
Emergency orders will be charged a $30.00 service fee per order from Viconics warehouse and shipped pre-paid and charged via Viconics carrier.

FORCE MAJEURE
Viconics is not liable for failure to deliver or meet said obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service. If a Force Majeure event causes the delay of a shipment for more than ten (10) days, the purchaser has the right to cancel the order without penalty.

SHIPMENT / DAMAGES OR SHORTAGES IN TRANSPORT
Except for obligations stated under Viconics Limited Warranty, title of merchandise shall pass to the Purchaser upon delivery to the carrier In the event of loss or damage during shipment, Purchaser's claim shall be against the carrier only. Claims for shortages must be made in writing ten (10) days after receipt of goods by Purchaser otherwise, it shall be conclusively presumed that the goods were delivered in their entirety. Unless agreed upon otherwise in writing, Viconics reserves the right to make partial shipments and to submit invoices for partial shipments.

MATERIAL RETURNS POLICY
All transportation costs incurred in the return of products including customs, brokerage, duties and taxes, for any reason, for inspection by Viconics is the responsibility of the customer. All product returns must be accompanied by a Return Material Authorization number from Viconics customer service prior to the return of any product(s). Any returns that do not have the RMA number clearly marked on the outside of the carton(s) will be returned to the shipper at the shipper's expense. This number is also to appear on all reference documents. In addition, a tag explaining the observed malfunction or defect should be attached to the product(s). All non-warranty products will be kept for a period of 30 days and scrapped if not claimed. If the customer requests a product that is not under warranty to be shipped back, it will be shipped
collect.

EXCESS CUSTOMER INVENTORY
All requests for excess customer inventory returns that are within 30 days of purchased are subject to approval by the customer service manager. All requests for excess customer inventory returns that are after 30 days of purchase are subject to approval. Those products that have been accepted for return within the 30-day period will be subjected to a 25% inventory restocking fee, based on the original purchase price. The customer service representative is responsible for advising the customer with a written list of those products that will be accepted for return when the RMA number is issued to the customer.

VICONICS LIMITED WARRANTY
Goods sold hereunder are covered by a warranty against defects in material and workmanship provided the goods are subjected to normal use and service. The applicable period is 18 months from the date of delivery to Purchaser of any item of the goods, or any other warranty period otherwise stipulated under this sale. The obligation under this warranty is limited to the repair or replacement, at Viconics' option, of defective parts, f.o.b. shipping point provided that prompt notice of any defect is given by Purchaser to Viconics' in writing within the applicable warranty period and that upon the Purchaser's return of the defective parts to Viconics', properly packed and with transportation charges prepaid by Purchaser, an inspection thereof shall reveal to Viconics' satisfaction that Purchaser's claim is valid under the terms of this warranty. Should the suspected nonconforming product upon inspection and testing be found to be in conformance to operative conditions, Viconics reserves the right to reverse any given credit and back charge any freight and testing costs incurred by Viconics. Except where prohibited by law, the foregoing warranties do not cover reimbursement for labour, transportation, removal, installation, temporary power, or any other expenses that may be incurred in connection with repair or replacement. Purchaser shall assume all responsibility and expense for dismantling, removal, re-installation and freight in connection with the foregoing. The same obligations and conditions extend to replacement parts furnished by Viconics' hereunder. Viconics' does not assume liability for installation labor or consequential damages. Viconics' make no warranty other than the one set forth herein. All other warrantee, legal, expressed or implied, including but not limited to any expressed or implied warranty of merchantability, of fitness for the intended use thereof or against infringement are hereby expressly excluded. The applicable warranty ceases to be effective if the goods are altered or repaired other than by persons authorized or approved by Viconics' to perform such work. The consequence of ordinary wear and tear, damage due to negligence or improper use, or other cause beyond our control are excluded from this warranty. Repairs or replacement deliveries do not interrupt or prolong the term of the warranty. The warranty ceases to be effective if Purchaser fails to operate and use the goods sold hereunder in a safe and reasonable manner and in accordance with any written instructions from the manufacturers. Components which wear or which are damaged by misuses are not warranted such parts include; points, fuses and triacs. Units which have been rewired by the customer are not warranted. Specifications are subject to change without notice.

TERMS OF PAYMENT
Unless otherwise stated, invoices on "open account" shipment are payable within thirty (30) days of invoice date. The Purchaser may be put on credit hold if the account is overdue or has surpassed the assigned credit limit. This will result in the delay of processing and/or shipping of the Purchaser's order. Unless specifically provided no cash discount shall be available to Purchaser. When a discount is offered the price is computed from the date of invoice. Should payment not be made to Viconics when due, Viconics reserves the right until the invoice has been fully paid to charge Purchaser with a service charge on such overdue invoice payments at the rate of twenty-four percent (24%) per annum. The charging of such interest shall not be construed as obligating Viconics to grant any extension of time in the terms of payment.

PAYMENTS
If delivery is delayed or deferred by the Purchaser beyond the scheduled date, payment shall be due in full when Viconics is prepared to ship. Title shall pass to Purchaser upon payment. The equipment may be stored at the risk and expense of the Purchaser. If the Purchaser defaultswhen any payment is due, then the whole contract price shall become due and payable upon demand, or Viconics at its option, without
prejudice to other lawful remedies, may defer delivery or cancel the contract for sale of goods. If Purchaser becomes insolvent or bankrupt or in the event any proceeding is brought against the Purchaser, voluntarily or involuntarily under applicable bankruptcy or insolvency laws, Viconics may cancel any order outstanding at any time and recover its applicable cancellation charges from the Purchaser or the Purchaser's successors and assigns. Export orders may be subject to a Letter of Credit or a Wire Transfer prior to the product being released for shipment from our manufacturing facility.

CHANGES AND CANCELLATIONS
The Purchaser may make changes to an order by advising Viconics in writing of said changes. Additions to an order may cause delivery delays (refer to SCHEDULED DELIVERY section). Charges may incur if the Purchaser requests a reduction in the quantity order and must be authorizes by either the customer service manager, regional sales representative or sales director. Purchase orders can be cancelled without penalty within 24 hours of receipt of the order confirmation. Purchase orders cancelled 24 hours after the order confirmation is sent may be subject to re-stocking fees (refer to EXCESS CUSTOMER INVENTORY section). Please contact customer service for more information. In such cases where Viconics authorizes changes or cancellations, Viconics reserves the right to charge Purchaser with reasonable costs based upon expenses already incurred and commitments made by Viconics. These changes are subject to approval by Viconics.

LIMITATIONS
These disclaimers and limitations of remedies apply to all warranties offered to Purchaser and to all Purchase Orders. THE WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESSED OR IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS AND GUARANTEES (EXCEPT WARRANTIES OF TITLE), INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Except as may be expressly provided in an authorized writing by Viconics, Viconics shall not be subject to any other obligations or liabilities whatsoever, other than as stated above with respect to equipment sold or services rendered by Viconics.
Notwithstanding anything to the contrary herein contained VICONICS, ITS CONTRACTORS AND SUPPLIERS OF ANY TIER, SHALL NOT BE LIABLE IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE FOR LOST TIME, LOST PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. The remedies of the Purchaser are exclusive and the total cumulative liability of Viconics, its contractors and suppliers of any tier, with respect to this contract or anything done in connection therewith, such as the use of any product covered by or furnished under the contract, whether in contract, in tort (including negligence or strict liability) or otherwise, shall not exceed the price of the product, part, or service on which such liability is based.

INTELLECTUAL PROPERTY
As to equipment proposed and furnished by Viconics, Viconics shall defend any suit or proceeding brought against Purchaser so far as based on a claim that such equipment constitutes an infringement of any Canadian copyright, trademark or patent. This obligation shall be effective only if Purchaser shall have made all payments then due hereunder and if Viconics is notified promptly in writing and given authority, information, and assistance at Viconics expense for the defense of the same. In the event the use of such equipment by Purchaser is enjoined in such a suit, Viconics shall, at its expense, and at its sole option, either (a) procure for the Purchaser the right to continue using such equipment (b) modify such equipment to render it non-infringing (c) replace such equipment with non-infringing equipment, or (d) refund the purchase price (less depreciation) and the transportation and installation costs of such equipment. Viconics will not be responsible for any compromise or settlement made without its written consent. The foregoing states the entire liability of Viconics for patent, trademark or copyright
infringement, and in no event shall Viconics be liable if any infringement charge is based on the use of Viconics equipment for a purpose other than that for which it was sold by Viconics. As to any equipment furnished by Viconics to Purchaser and manufactured in accordance with designs proposed by Purchaser, the Purchaser shall indemnify Viconics against any award made against Viconics for patent, trademark, or
copyright infringements.

VICONICS CANCELLATION
Viconics shall have the right to cancel any order or contract at any time by written notice for any material breach of the contract by the Purchaser, including material delays in releasing equipment for manufacture or approval drawings and excessive changes to specifications or drawings. Viconics reserves the right to cancel an order in the event the Purchaser fails to fulfill the terms of payment or in case Viconics shall have any doubt at any time as to Purchaser's financial responsibility. Viconics many decline to make any further deliveries except of cash or satisfactory security.

SEVERABILITY
If any covenant or provision of the Conditions of Sales is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such determination shall not impair, or affect the validity, legality or enforceability of the remaining covenants and provisions hereof, and each such covenant or provisions shall be interpreted in such a manner as to render them valid, legal and enforceable to the greatest extent permitted by applicable law. Each covenant and provision of this agreement is hereby declared to be separate, severable and distinct.

GOVERNING LAW
Any contract for sale by and between the parties shall be governed by and construed according to the laws of the Province of Quebec, excluding the International Sale of Goods Act (Quebec), and the federal laws of Canada applicable therein.

 Viconics Technologies Inc.