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CTH Controls Inc ("CTH") Terms And Conditions Of Sale Of Goods And Services
1. Terms and Conditions of Sale

These terms and conditions ("Conditions") govern the sale of Goods and Services by CTH to Purchaser, unless CTH has signed a separate purchase agreement. Purchaser acknowledges and agrees that it shall purchase and take delivery of the Goods and accept any Services in accordance with these Conditions. If these Conditions are submitted in response to a purchase order or other written or oral offer of Purchaser to purchase the Goods or Services, to the extent that there are any material differences or additions in the terms contained in Purchaser's offer, this Sales order shall be considered a counter offer to sell the Goods or provide the Services to Purchaser under the terms and conditions herein contained. Purchaser's purchase and/or acceptance of the Goods and Services shall constitute its acceptance of these Conditions in its entirety, to the exclusion of any contrary or additional terms and conditions set forth in any statement, purchase order or other document or record of Purchaser and which shall be considered solely for the convenience of the Purchaser and which in no event shall alter, modify, supersede or supplement these Conditions. These Conditions supersede any preprinted terms on any of Purchaser's documents and which are expressly rejected by CTH and any previous written or oral communications or representations by either party and may not be amended or modified without prior written consent of CTH.

2. Blanket Orders

Should this contract be a blanket order for the mutual convenience of the parties, Goods may be requisitioned by Purchaser for periods up to one (1) year from date of first shipment. Minimum release quantities should be specified, and if none, are subject to CTH's determination. All Goods not shipped within one (1) year from the date of first shipment will be filled and shipped at the discretion of CTH and paid by Purchaser in accordance herewith unless other arrangements are agreed upon by the parties. In the event of early cancellation or termination CTH may bill and ship at its discretion all Goods not yet shipped, to be paid by Purchaser in accordance herewith.

3. Prices, Taxes, Payment Terms

a) shall pay the purchase price quoted. If any price is omitted, the price shall be as quoted by CTH or, if none, then CTH's list price in effect at the date of shipment. Prices and payment shall be in Canadian currency unless otherwise specifically noted.

b) Unless otherwise agreed in writing by CTH, all prices are exclusive of any taxes and charges such as General Sales Tax, Harmonized Sales Tax and/or Quebec Sales Tax, insurance, carriage and delivery charges. The foregoing, together with all duties, tariffs, value added taxes and brokerage charges shall be added to the price and paid by Purchaser. Purchaser shall be responsible for the payment of such taxes and fees even if all or any part thereof has not been added to the invoice price and shall promptly pay the amount thereof upon demand.

c) Unless otherwise set forth, all invoices shall be paid for within thirty (30) days.

d) CTH will be entitled to adjust the price to reflect increases or decreases in CTH's costs including in the cost of raw materials used in the production of the Goods, variations in wages, exchange rate fluctuations and other costs incurred since the date of CTH's quotation or the Purchaser's order.

e) All sales are subject to the approval of CTH's credit department in its sole discretion.

4. Specifications, Changes, Cancellations and Requests by Purchaser for Delays

a) All specifications and designs for Services and/or Goods shall be as provided by CTH, unless specifically agreed to otherwise by CTH in writing.

b) Any changes requested by Purchaser after acceptance of this contract by CTH will be reviewed by CTH and a quotation indicating changes in pricing and delivery, if any, will be submitted to Purchaser. Upon acceptance by Purchaser, a change order will be prepared authorizing the change. CTH reserves the right to make changes in materials or design which it determines to be necessary for proper operation of the Goods.

c) Once accepted by CTH, this contract may be cancelled or delayed by Purchaser only upon written consent of CTH. If CTH consents to any such cancellation or delay, Purchaser may be required to pay any such amount as CTH, in its sole discretion, shall determine will fully indemnify CTH against any and all loss and provide CTH with a reasonable profit.

5. Shipment; Package; Title; Risk of Loss

a) All shipping dates are approximate and CTH does not guarantee the date of shipment. Time shall not be considered of the essence. CTH shall not be liable for any delay in delivery or any other default due to occurrences or contingencies, including, but not limited to, fire, flood, embargo, strike, shut down, lockouts, failure to secure materials or labor from usual sources of supply, governmental restrictions, conditions considered "force majeure", delays occasioned by any subcontractors, misrouting, or any other circumstances beyond CTH's control which shall prevent CTH from performing in the normal and usual course of its business. Any delays resulting from the foregoing shall automatically extend the time for performance by CTH.

b) Unless agreed to by CTH in unity, all shipments shall be F.O.B. CTH's facility if domestic shipment or Ex Works CTH's facility (Incoterms 2010) if international shipment. In the event that any other method of shipment shall be specified, the price shall be adjusted to reflect any change in the price to the extent that the cost of shipment is or will be included therein.

c) The cost of normal packaging for the Goods for domestic shipment is included in the total price, the method of packaging being determined solely by CTH. If Purchaser shall specify any special packaging or handling or if the Goods are to be exported, the additional cost thereof shall be added to the total price, unless it is specifically stated herein that such costs were included in calculating the total price quoted.

d) Title to the goods or any part thereof shall not pass from CTH to Purchaser until all payments due hereunder have been duly made in cash, except as otherwise expressly stipulated herein. The goods shall be and remain personal or moveable property, notwithstanding their mode of attachment to realty or other property. If default is made in any of the payments herein, Purchaser agrees that CTH may retain all payments which have been made on account of the purchase price as liquidated damages, and CTH shall be free to enter the premises where the goods may be located and remove them as CTH’ property, without prejudice to CTH’ right to recover any further expenses or damages CTH may suffer by reason of such nonpayment. The risk of loss shall pass to Purchaser as soon as the Goods have been delivered to the carrier for shipment to Purchaser. Passage of risk of loss shall not be affected by delivery terms, shipping instructions, or storage on Purchaser's behalf by CTH at its facilities.

e) Partial deliveries may be made without notice and payment therefore shall be due in accordance with the terms hereof as such deliveries are made and invoices rendered.

f) If shipment is delayed at Purchaser's request, Goods shall be deemed stored at Purchaser's risk and expense. Purchaser shall be liable to CTH for all costs and charges related to such storage and shall pay CTH within ten (10) days of invoice thereof.

6. Inspection By Purchaser; Acceptance and Rejection

Purchaser acknowledges that prior to use it will fully inspect all Goods and Services. In the event that such inspection and testing reveals any damage, deficiency, or non-conformity, Purchaser shall notify CTH within fifteen (15) days of the date of delivery. Purchaser's failure to make a timely claim or its use of the Goods shall constitute irrevocable acceptance and the waiver of any and all claims except warranty claims. Purchaser shall timely notify CTH in writing of its rejection or revocation of acceptance of any of the Goods, specifying all claimed defects and non-conformities. No Goods shall be returned by Purchaser unless authorized in writing by CTH.CTH may, at its option, repair or replace the defective or nonconforming Goods or refund the purchase price thereof.

7. Proprietary Rights

Any and all models, drawings, sketches, plans, and other information including, without limitation, technical, commercial and financial data supplied by one party to the other shall remain the property of the party who shall have supplied it. The other party may not use any such material or information except for the purposes for which it was provided and shall not disclose it to any third party without the express consent of the disclosing party. CTH shall not be required to retain any such materials and items furnished by Purchaser beyond thirty (30) days after final invoice. Any Goods sold hereunder shall not constitute a license to use any of the proprietary rights of CTH.

8. Limited Warranty

a) CTH warrants that
(i) it will convey good title to the Goods, free from any security interest or other lien or encumbrance;
(ii) the Goods will conform, within normal commercial standards, to any applicable or agreed upon specifications and, under normal use, and when proper service and maintenance are performed, shall be free from defects in materials and workmanship for a period of one (1) year from the date of delivery by CTH to Purchaser and
(iii) any Services provided by it shall be performed in a workmanlike and competent manner consistent with normally accepted industry standards.
The sole and exclusive remedy of the Purchaser and obligation of CTH under this Warranty is limited, at CTH's option, to the replacement or reworking of the defective Goods or Services or the return of that portion of the purchase price applicable to the defective Goods or Services.

b) CTH's warranty does not apply
(i) to any damage to Goods resulting from misuse, negligence, improper installation, or accident;
(ii) damage or deterioration due to normal use, wear and tear or exposure;
(iii) normal maintenance services or replacement of service items;
(iv) damage resulting from operation of the Goods contrary to instructions or specifications provided by CTH;
(v) defects or failures resulting from Purchaser's specifications or designs or otherwise caused by Purchaser or the end-user; or
(vi) any Goods repaired, altered or modified [HARDWARE or SOFTWARE] without prior written approval by CTH.

c) THE ABOVE WARRANTIES ARE GIVEN IN LIEU OF ANY OTHER REPRESENTATION OR WARRANTY WHETHER EXPRESS, IMPLIED, OR STATUTORY AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OFMERCHANTABILITY OR FITNESS FOR APARTICULAR PURPOSE.CTH EXPRESSLY DISCLAIMS ALL WARRANTIES AND GUARANTEES NOT EXPRESSLY STATED HEREIN.

9. Limitation of Liability

a) CTH's liability for defective or nonconforming Goods or Services, whether based on breach of warranty, negligent manufacture or product liability, is exclusively limited to repair or replacement, at CTH's election, of such Goods or Services as more particularly provided for in its Limited Warranty. CTH shall not be liable for any costs relating to disassembly, dismantling, removal, reinstallation and reassembly or other rectification costs.

b) CTH'S MAXIMUM AND CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS IN ANY WAY ARISING FROM OR PERTAINING TO THIS CONTRACT, INCLUDING THE PERFORMANCE OF CTH'S OBLIGATIONS PURSUANT HERETO OR ANY GOODS SOLD OR REQUIRED TO BE SOLD, OR SERVICES NOT PERFORMED OR REQUIRED TO BE PERFORMED, SHALL IN NO EVENT EXCEED IN THE AGGREGATE THE PURCHASE PRICE OF THE GOODS OR SERVICES ON WHICH SUCH LIABILITY IS BASED.UNDER NO CIRCUMSTANCE SHALL CTH BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR ANY LOSS OF BUSINESS OR PROFIT OR ANY OTHER ECONOMIC LOSS, OR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES HOWSOEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE AND IRRESPECTIVE OF WHETHER CTH WAS ADVISED OR AWARE THAT SUCH DAMAGES WERE POSSIBLE.

c) Any claim for damages by Purchaser must be commenced within one (1) year of the event giving rise to such claim. Any claim not filled in accordance with the preceding sentence is null and void.

d) Nothing contained herein will be construed as an attempt to exclude or limit the liability of CTH in negligence: (i) for the death of or injury to any person; or (ii) for any matter which it would be illegal for CTH to exclude or attempt to exclude its liability.

10. Indemnification

a) Purchaser shall indemnify and hold CTH harmless from any and all loss, liability, claim, cause of action, cost, judgment, or damages, including reasonable attorney fees, for any personal injury, death, property damage, or economic loss of any sort, related to: any act or omission of the Purchaser, Purchaser's breach of these Conditions; use of the Goods by Purchaser or any third party receiving or using the Goods after Purchaser's receipt; or, any compliance by CTH with Purchaser's plans, designs, or specifications including any patent infringement or alleged infringement; failure of Purchaser to comply with any applicable laws and regulations; all without regard to whether any loss is based upon breach of contract, breach of warranty, negligence, strict liability, or other tort or contract theory or cause of action.

b) CTH shall indemnify and hold Purchaser harmless from damages and costs awarded by a final judgment in proceeding to the extent directly and solely attributable to a claim that the Goods directly infringed the intellectual property rights of a third party except where such infringement is due to plans, designs or specifications provided by Purchaser to CTH and provided that Purchaser promptly notifies CTH of any such claim and CTH has the sole right to investigate, defend and settle any such claim.

11. Nonpayment

If the purchase price is not paid when due, Purchaser shall pay interest at the maximum legal rate on all such sums from the date due until paid. In addition, CTH shall have and may exercise all rights and remedies provided by law or equity including, without limitation, suspending work on and withholding delivery of Goods or performance of Services until payment in full is made. Purchaser shall also be liable to CTH for all costs of collection including reasonable attorney fees and costs incurred by CTH upon the default by Purchaser.

12. Assurances of Performance

If, in the judgment of CTH, the financial condition of Purchaser at any time does not justify continuation of production or shipment on the terms of payment originally specified, CTH may require full or partial payment in advance or additional security from Purchaser before shipment, accelerate the date of any payment, withhold any shipment or further shipments, cancel any unfilled orders and/or demand such other or further adequate assurance of performance from Purchaser. In the event of the bankruptcy or insolvency of Purchaser or in the event any proceeding is brought by or against Purchaser under the bankruptcy or insolvency laws, CTH shall be entitled to cancel any order then outstanding, without liability whatsoever, and shall receive reimbursement for its cancellation charges.

13. Export Control

Purchaser confirms that it is not located in (or a national resident of) any country under Canadian or U.S. Economic embargo or sanction, not identified on any U.S. Department of Commerce Denied Persons List, Entity List of proliferation concern or Canadian equivalent, on the U.S. State Department Debarred Parties List or Treasury Department Designated Nationals exclusion list or any Canadian equivalent, and not directly or indirectly involved in the financing, commission or support of terrorist activities or in the development or production of nuclear, chemical, biological weapons or in missile technology programs as specified in the U.S. Export Administration Regulations (15 CRF 744) and hardware, software, technology, or services may not be exported, re-exported, transferred or downloaded to any such entity.

14. Governing Law and Jurisdiction

These Conditions shall be governed by and construed under the laws of the Province of Ontario, including the laws of Canada of general application therein, without regard to conflicts-of-laws principles that would require the application of any other law. The parties irrevocably and unconditionally agree that any action arising out of or relating to these Conditions or its subject matter shall be brought in the appropriate Ontario court in the City of Toronto and the parties irrevocably submit to the exclusive jurisdiction of such court and each party waives any objection to the laying of the
venue of any such suit, action or proceeding in any such court and waives any right that it may have to assert the defense of forum non-convenience. The parties exclude application of the United Nations Convention on Contracts for the International Sale of Goods, or any local legislation implementing such Convention, if otherwise applicable.

15. Additional Terms & Conditions

a) Language of the Agreement. The parties acknowledge that they have agreed that this Agreement be drawn up in English. Les parties reconnaissent avoir accepté la rédaction en anglais de la présente convention.

b) Notices. Any notice given pursuant hereto shall be deemed properly given if in writing and
(i) delivered by hand (including commercial delivery service),
(ii) sent by telecommunication (including facsimile and electronic mail), or
(iii) sent by mail to an address previously provided by each party to the other.
Notice served by hand or by telecommunication shall be deemed to have been given one (1) business day following the date on which such notice is serviced, provided, if notice is by telecommunication, sender has proof of receipt by the other Party. Notice served by mail shall be deemed to have been given five (5) business days following the date on which such notice is postmarked.

c) Prime Contract(s) Not Applicable. CTH shall not be bound by any provision under any prime or other contract to which Purchaser is a party unless CTH specifically acknowledges in writing. CTH is not required to burden its suppliers with any of Purchaser's terms and conditions unless separately acknowledged by it in writing.

d) Assignment. Purchaser may not assign this contract, in whole or part, without the prior written consent of CTH, and any attempted assignment or delegation by Purchaser shall be void and ineffective for all purposes. CTH reserves the right to transfer or assign, in whole or in part and without recourse by Purchaser against CTH, its rights, liabilities and obligations herein arising to a third party without prior written notice, and such assignment shall operate to release CTH from its obligations hereunder. Such transfer or assignment shall not create a right in Purchaser to demand assurances from the assignee.

e) Set-Off. CTH shall have the right to credit toward the payment of any monies that may become due to CTH hereunder any sums which may now or hereafter be owed to Purchaser by CTH or by any affiliate of CTH. Purchaser shall not be entitled to set off any amounts due Purchaser against any amount due CTH or any of its affiliates.

f) Waiver. Waiver by CTH of any breach of any of the Conditions set forth herein shall not be construed as a waiver of any other breach, and the failure of CTH to exercise any right arising from any breach or default of Purchaser hereunder shall not be deemed to be a waiver of such right which may be exercised at any subsequent time.

g) Severability. In case any provision hereof shall be declared invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of the remaining provisions herein shall not in any way be affected or impaired.

h) Survival of Certain Terms. Any provisions contained herein which by their nature would continue beyond the expiration, cancellation or termination of this contract will survive such expiration, cancellation or termination.

i) Entire Agreement. Purchaser acknowledges that it has read this contract, understands it, and agrees to be bound by its terms, and further agrees that it is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of this contract. The terms and conditions contained herein may not be added to, modified, superseded or otherwise altered except by a writing signed by CTH.

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CTH Controls Inc.   CTH Controls Inc.
6-1500 Upper Middle Rd. W. Suite 220
Oakville, ON, Canada, L6M 0C2
Phone: 905-792-6829
Toll Free: 1-888-550-6829
Fax: 905-792-6902
sales@cthcontrols.com
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