1. if Supplier fails to object to Buyer, in writing, within five (5) days of receipt of this Contract, or
2. if it begins work or ships the Products to Buyer.

1. Products and
2. a correct invoice by Buyer.

1. use, sell, and modify Products and incorporate Products into other products for use or sale; and
2. in the case where Supplier is unable to perform or has breached this Contract, to make Products or have Products made by an alternate source for the remaining duration of this Contract or as otherwise mutually agreed to in writing.

1. In addition to any warranties otherwise set forth in this Contract, Supplier expressly warrants that all Products will
   1. conform to Supplier’s specifications and to all other agreed-upon specifications, drawings, samples or descriptions, and all applicable laws, regulations and other governmental requirements in force in countries where Products or products equipped with such Products are to be installed or sold;
   2. be merchantable, of good material and workmanship and free from defects in workmanship, material or design;
   3. be fit for their intended purpose and operate as intended;
   4. be free and clear of all liens, security interests or other encumbrances; and
   5. not infringe or misappropriate any third party’s patent or other intellectual property rights.
   The warranties set out in (iv) and (v) will carry on in perpetuity and the warranties set out in (i), (ii) and (iii) will be effective for the longer of:
   1. the period provided by applicable law where the Products are used (and the applicable statute of limitations is to run from the date of Buyer’s discovery of the non-compliance of the Products with the applicable warranties); or
   2. the warranty period provided by Buyer to its customers (the “Warranty Period”).
   Supplier shall repair any defects during the applicable Warranty Period at Supplier’s cost and expense (including, without limitation, for all parts, labor and transportation costs) as soon as is feasible after being notified of any such defect by Buyer.
2. In carrying out any services in connection with this Contract (the “Services”), Supplier warrants that all Services will be performed in a professional, timely and workmanlike manner, and that it will ensure that the best technical practices, skills, procedures, care and judgment are employed in performing the Services, using personnel of required skill, experience and qualifications. With respect to any Services subject to a claim under this warranty, Supplier shall, at Buyer’s option,
   1. correct or re-perform the applicable Services so that they conform to this warranty, or
   2. credit or refund the price of such Services at a reasonable pro rata rate, as determined by Buyer, acting reasonably.
3. The warranties and remedies contained herein supplement the warranties and remedies provided by applicable laws and regulations, which shall not be disclaimed or limited. All warranties contained in this Contract shall continue on and survive any delivery, inspection, acceptance, or payment by Buyer, and all remedies in respect of such warranties shall be available to Buyer, its affiliates, and their customers. As may be applicable, Supplier warrants the Products will meet or exceed the failure rate and/or reliability requirements set forth in the applicable specifications. A failure rate of 2% or higher for any cause or group of causes of Buyer’s population or lot of a particular Product shall be deemed an epidemic failure. Claims and failure rates for non-compliance will be established from Buyer’s service records for the Product. In the event of non-compliance, Supplier will
   1. correct the cause on all Products to be shipped thereafter and
   2. repair or replace all affected Products shipped within the previous 48 months or pay Buyer its costs of remedying the non-compliance, at Buyer’s option.
   If the Product is for resale, Supplier acknowledges that Buyer may make similar warranties to its customers in reliance upon the foregoing.
4. With respect to any Products or Services which have been repaired, replaced or re-performed during the Warranty Period, a new Warranty Period will begin from the date of such repair, replacement or re-performance.

1. actual or alleged infringement of any patent, trademark, copyright, trade secret, industrial design right, or other Intellectual Property Right or proprietary right, by reason of the manufacture, use or sale of the Products, except to the extent the infringement results directly from a design furnished by Buyer;
2. defect or alleged defect in any Products;
3. noncompliance or alleged noncompliance by Supplier with its representations, warranties, or obligations under this Contract;
4. negligence or fault or alleged negligence or fault of Supplier, its employees, agents or other persons under its control in connection with the design, manufacture or supply of Products; or
5. any use or resale of any of the Products or Services by Buyer.

1. general liability insurance, including blanket contractual liability and product liability coverage, in an amount not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, provided that Buyer may notify Supplier that higher coverage limits are required as reasonably based upon the nature or amount of Products and Services being provided by Supplier;
2. all-risk property perils insurance covering the full replacement value of Buyer’s Property (as defined below) while in Supplier’s care, custody, or control; and
3. worker’s compensation insurance as required by applicable law.

1. is or becomes publicly available without breach of this Agreement by Supplier;
2. was known to Supplier prior to its receipt from Buyer, as evidenced in writing; or 
3. is developed by Supplier independently of its access to Confidential Information.

1. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, castings, cavity die patterns, equipment and other items furnished by Buyer, either directly or indirectly, to Supplier in connection with Supplier’s performance of its obligation under this Contract, or for which Supplier has been paid or reimbursed by Buyer, with all related repairs, improvements, appurtenances, accessions and accessories, and all documents, standards or specifications, trade secrets, proprietary information, Proprietary Materials and all Intellectual Property Rights in such Proprietary Materials (collectively, “Buyer’s Property”) shall be and remain the property of Buyer or the designated owner. Supplier shall bear the risk of loss of and damage to Buyer’s Property while it is in Supplier’s possession or under its control. Buyer’s Property shall at all times be properly housed, maintained, repaired and replaced by Supplier at Supplier’s expense in good working condition capable of producing Products meeting all applicable specifications. Buyer’s Property shall not be used by Supplier for any purpose other than the performance of this Contract, shall be conspicuously marked “Property of Buyer” by its name shown on this Contract by Supplier, shall not be commingled with the property of Supplier or with that of any third party, and shall not be moved from Supplier’s premises without Buyer’s prior written approval. Supplier will indemnify and defend Buyer against claims or liens adverse to Buyer’s or its customer’s ownership of Buyer’s Property.
2. Buyer will have the right to enter Supplier’s premises to inspect Buyer’s Property and Supplier’s records regarding Buyer’s Property. Supplier acknowledges that neither Supplier nor any other person or entity other than Buyer (or its affiliates or customer if applicable), has any right, title or interest in Buyer’s Property except, subject to Buyer’s sole discretion, Supplier’s rights to utilize Buyer’s Property in the manufacture of Products under this Contract. Effective immediately, without further notice or legal action, Buyer, or its designee, has the right to enter the premises of Supplier and take possession of all of Buyer’s Property without payment of any kind. Supplier agrees to cooperate with Buyer if Buyer elects to take possession of Buyer’s Property. Supplier expressly waives any right to additional notice or process and agrees to provide Buyer or its nominee(s) with immediate access to Buyer’s Property. Supplier grants to Buyer a limited and irrevocable power of attorney, coupled with an interest, to execute and record on Supplier’s behalf any notice or financing statements with respect to Buyer’s Property that Buyer determines are reasonably necessary to reflect Buyer’s interest in Buyer’s Property. At Buyer’s request, Buyer’s Property will be immediately released to Buyer or delivered by Supplier to Buyer either: (i) FCA Supplier’s plant (Incoterms 2020), properly packed and marked in accordance with the requirements of Buyer’s selected carrier; or (ii) to any location designated by Buyer, in which event Buyer shall pay Supplier the reasonable costs of delivery. Supplier waives, to the full extent permitted by law, any lien (whether mechanics, moldbuilder, molder, special tool builder, Personal Property Registry, UCC or otherwise) or other rights that Supplier might otherwise have on any of Buyer’s Property.
3. Supplier acknowledges that the unauthorized possession of Buyer’s Property by Supplier would cause irreparable harm to Buyer, Buyer’s customer, and others. Therefore, Supplier recognizes the right and need of Buyer to obtain immediate relief in the nature of a replevin or claim and delivery action. Accordingly, provided that Supplier receives at least twenty-four (24) hours’ notice of any request for hearings in connection with proceedings instituted by Buyer, Supplier waives, to the fullest extent possible under applicable law, the right to notice in excess of twenty-four (24) hours in connection with any judicial proceedings instituted by Buyer hereunder. Further, Supplier hereby waives any requirement for Buyer to post a bond in a replevin action. Supplier shall pay all costs incurred by Buyer, including, but not limited to, reasonable attorney fees, the cost of the bond and sheriff and other court officers’ fees in connection with the recovery of Buyer’s Property through legal process.

1. is in Default of this Contract, however, if the Default can be cured then only if such Default is not cured within fifteen (15) days of receipt of written notice of the Default from the non-defaulting party;
2. has committed a material breach of this Contract or
3. becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

1. the contract price for all Products that have been completed in accordance with this Contract as of the termination date not previously paid for, plus
2. the actual documented costs of work in process and raw materials incurred by Supplier in furnishing the Products to the extent such costs are reasonable in amount and are properly apportionable under generally accepted accounting principles to the terminated portion of this Contract, less
3. the reasonable value or cost (whichever is higher) of any goods or materials used or sold by Supplier with Buyer’s written consent.

1. take actions reasonably necessary to protect property in Supplier’s possession in which Buyer has an interest until disposal instruction from Buyer has been received; and
2. return Buyer’s Confidential Information to Buyer (and destroy or delete all copies thereof).

1. injunctive relief, or
2. equitable or other judicial relief to specifically enforce the provisions of this Contract or to preserve the status quo prior to the event(s) leading to the Dispute.

1. if delivered by hand, when received, with signed confirmation of receipt;
2. if sent by a nationally recognized overnight courier, signature required, when received;
3. if sent by email, the day that a return email is received from the recipient (which email cannot be a ‘bounce-back’ email) and
4. if sent by certified or registered mail by the Canada Post Corporation or the U.S. Postal Service, return receipt requested and postage prepaid, on the fifth (5^th) day after the date mailed.

1. if Supplier fails to object to Buyer, in writing, within five (5) days of receipt of this Contract, or
2. if it begins work or ships the Products to Buyer.

1. Products and
2. a correct invoice by Buyer.

1. use, sell, and modify Products and incorporate Products into other products for use or sale; and
2. in the case where Supplier is unable to perform or has breached this Contract, to make Products or have Products made by an alternate source for the remaining duration of this Contract or as otherwise mutually agreed to in writing.

1. In addition to any warranties otherwise set forth in this Contract, Supplier expressly warrants that all Products will
   1. conform to Supplier’s specifications and to all other agreed-upon specifications, drawings, samples or descriptions, and all applicable laws, regulations and other governmental requirements in force in countries where Products or products equipped with such Products are to be installed or sold;
   2. be merchantable, of good material and workmanship and free from defects in workmanship, material or design;
   3. be fit for their intended purpose and operate as intended;
   4. be free and clear of all liens, security interests or other encumbrances; and
   5. not infringe or misappropriate any third party’s patent or other intellectual property rights.
   The warranties set out in (iv) and (v) will carry on in perpetuity and the warranties set out in (i), (ii) and (iii) will be effective for the longer of:
   1. the period provided by applicable law where the Products are used (and the applicable statute of limitations is to run from the date of Buyer’s discovery of the non-compliance of the Products with the applicable warranties); or
   2. the warranty period provided by Buyer to its customers (the “Warranty Period”).
   Supplier shall repair any defects during the applicable Warranty Period at Supplier’s cost and expense (including, without limitation, for all parts, labor and transportation costs) as soon as is feasible after being notified of any such defect by Buyer.
2. In carrying out any services in connection with this Contract (the “Services”), Supplier warrants that all Services will be performed in a professional, timely and workmanlike manner, and that it will ensure that the best technical practices, skills, procedures, care and judgment are employed in performing the Services, using personnel of required skill, experience and qualifications. With respect to any Services subject to a claim under this warranty, Supplier shall, at Buyer’s option, (i) correct or re-perform the applicable Services so that they conform to this warranty, or (ii) credit or refund the price of such Services at a reasonable pro rata rate, as determined by Buyer, acting reasonably.
3. The warranties and remedies contained herein supplement the warranties and remedies provided by applicable laws and regulations, which shall not be disclaimed or limited. All warranties contained in this Contract shall continue on and survive any delivery, inspection, acceptance, or payment by Buyer, and all remedies in respect of such warranties shall be available to Buyer, its affiliates, and their customers. As may be applicable, Supplier warrants the Products will meet or exceed the failure rate and/or reliability requirements set forth in the applicable specifications. A failure rate of 2% or higher for any cause or group of causes of Buyer’s population or lot of a particular Product shall be deemed an epidemic failure. Claims and failure rates for non-compliance will be established from Buyer’s service records for the Product. In the event of non-compliance, Supplier will (i) correct the cause on all Products to be shipped thereafter and (ii) repair or replace all affected Products shipped within the previous 48 months or pay Buyer its costs of remedying the non-compliance, at Buyer’s option. If the Product is for resale, Supplier acknowledges that Buyer may make similar warranties to its customers in reliance upon the foregoing.
4. With respect to any Products or Services which have been repaired, replaced or re-performed during the Warranty Period, a new Warranty Period will begin from the date of such repair, replacement or re-performance.

1. actual or alleged infringement of any patent, trademark, copyright, trade secret, industrial design right, or other Intellectual Property Right or proprietary right, by reason of the manufacture, use or sale of the Products, except to the extent the infringement results directly from a design furnished by Buyer;
2. defect or alleged defect in any Products;
3. noncompliance or alleged noncompliance by Supplier with its representations, warranties, or obligations under this Contract;
4. negligence or fault or alleged negligence or fault of Supplier, its employees, agents or other persons under its control in connection with the design, manufacture or supply of Products; or
5. any use or resale of any of the Products or Services by Buyer.

1. general liability insurance, including blanket contractual liability and product liability coverage, in an amount not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, provided that Buyer may notify Supplier that higher coverage limits are required as reasonably based upon the nature or amount of Products and Services being provided by Supplier;
2. all-risk property perils insurance covering the full replacement value of Buyer’s Property (as defined below) while in Supplier’s care, custody, or control; and
3. worker’s compensation insurance as required by applicable law.

1. is or becomes publicly available without breach of this Agreement by Supplier;
2. was known to Supplier prior to its receipt from Buyer, as evidenced in writing; or 
3. is developed by Supplier independently of its access to Confidential Information. Supplier is permitted to disclose Buyer’s Confidential Information to its employees and authorized subcontractors on a need-to-know basis only, provided that such employees and authorized subcontractors have written confidentiality obligations to Supplier no less stringent than the confidentiality obligations under this Section.

1. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, castings, cavity die patterns, equipment and other items furnished by Buyer, either directly or indirectly, to Supplier in connection with Supplier’s performance of its obligation under this Contract, or for which Supplier has been paid or reimbursed by Buyer, with all related repairs, improvements, appurtenances, accessions and accessories, and all documents, standards or specifications, trade secrets, proprietary information, Proprietary Materials and all Intellectual Property Rights in such Proprietary Materials (collectively, “Buyer’s Property”) shall be and remain the property of Buyer or the designated owner. Supplier shall bear the risk of loss of and damage to Buyer’s Property while it is in Supplier’s possession or under its control. Buyer’s Property shall at all times be properly housed, maintained, repaired and replaced by Supplier at Supplier’s expense in good working condition capable of producing Products meeting all applicable specifications. Buyer’s Property shall not be used by Supplier for any purpose other than the performance of this Contract, shall be conspicuously marked “Property of Buyer” by its name shown on this Contract by Supplier, shall not be commingled with the property of Supplier or with that of any third party, and shall not be moved from Supplier’s premises without Buyer’s prior written approval. Supplier will indemnify and defend Buyer against claims or liens adverse to Buyer’s or its customer’s ownership of Buyer’s Property.
2. Buyer will have the right to enter Supplier’s premises to inspect Buyer’s Property and Supplier’s records regarding Buyer’s Property. Supplier acknowledges that neither Supplier nor any other person or entity other than Buyer (or its affiliates or customer if applicable), has any right, title or interest in Buyer’s Property except, subject to Buyer’s sole discretion, Supplier’s rights to utilize Buyer’s Property in the manufacture of Products under this Contract. Effective immediately, without further notice or legal action, Buyer, or its designee, has the right to enter the premises of Supplier and take possession of all of Buyer’s Property without payment of any kind. Supplier agrees to cooperate with Buyer if Buyer elects to take possession of Buyer’s Property. Supplier expressly waives any right to additional notice or process and agrees to provide Buyer or its nominee(s) with immediate access to Buyer’s Property. Supplier grants to Buyer a limited and irrevocable power of attorney, coupled with an interest, to execute and record on Supplier’s behalf any notice or financing statements with respect to Buyer’s Property that Buyer determines are reasonably necessary to reflect Buyer’s interest in Buyer’s Property. At Buyer’s request, Buyer’s Property will be immediately released to Buyer or delivered by Supplier to Buyer either: (i) FCA Supplier’s plant (Incoterms 2020), properly packed and marked in accordance with the requirements of Buyer’s selected carrier; or (ii) to any location designated by Buyer, in which event Buyer shall pay Supplier the reasonable costs of delivery. Supplier waives, to the full extent permitted by law, any lien (whether mechanics, moldbuilder, molder, special tool builder, Personal Property Registry, UCC or otherwise) or other rights that Supplier might otherwise have on any of Buyer’s Property.
3. Supplier acknowledges that the unauthorized possession of Buyer’s Property by Supplier would cause irreparable harm to Buyer, Buyer’s customer, and others. Therefore, Supplier recognizes the right and need of Buyer to obtain immediate relief in the nature of a replevin or claim and delivery action. Accordingly, provided that Supplier receives at least twenty-four (24) hours’ notice of any request for hearings in connection with proceedings instituted by Buyer, Supplier waives, to the fullest extent possible under applicable law, the right to notice in excess of twenty-four (24) hours in connection with any judicial proceedings instituted by Buyer hereunder. Further, Supplier hereby waives any requirement for Buyer to post a bond in a replevin action. Supplier shall pay all costs incurred by Buyer, including, but not limited to, reasonable attorney fees, the cost of the bond and sheriff and other court officers’ fees in connection with the recovery of Buyer’s Property through legal process.

1. is in Default of this Contract, however, if the Default can be cured then only if such Default is not cured within fifteen (15) days of receipt of written notice of the Default from the non-defaulting party;
2. has committed a material breach of this Contract or
3. becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

1. the contract price for all Products that have been completed in accordance with this Contract as of the termination date not previously paid for, plus
2. the actual documented costs of work in process and raw materials incurred by Supplier in furnishing the Products to the extent such costs are reasonable in amount and are properly apportionable under generally accepted accounting principles to the terminated portion of this Contract, less
3. the reasonable value or cost (whichever is higher) of any goods or materials used or sold by Supplier with Buyer’s written consent.

1. take actions reasonably necessary to protect property in Supplier’s possession in which Buyer has an interest until disposal instruction from Buyer has been received; and
2. return Buyer’s Confidential Information to Buyer (and destroy or delete all copies thereof).

1. injunctive relief, or
2. equitable or other judicial relief to specifically enforce the provisions of this Contract or to preserve the status quo prior to the event(s) leading to the Dispute.

1. if delivered by hand, when received, with signed confirmation of receipt;
2. if sent by a nationally recognized overnight courier, signature required, when received;
3. if sent by email, the day that a return email is received from the recipient (which email cannot be a ‘bounce-back’ email) and
4. if sent by certified or registered mail by the U.S. Postal Service or Canada Post Corporation, return receipt requested and postage prepaid, on the fifth (5^th) day after the date mailed.

1. “Buyer” shall mean the purchaser of Products from Vytal Filtration Technologies Inc., as set forth in the Sales Confirmation.
2. “Seller” shall mean Vytal Filtration Technologies Inc.
3. “Product” shall mean the goods and/or services purchased by the Buyer from the Seller, as set forth in the Sales Confirmation.

1. Until an order is accepted by the Seller in writing, quoted prices are subject to change without notice. Prices for Products quoted are based on a reasonable estimation of the Seller’s labour and material costs as of the date of the quotation unless otherwise specified. All prices are exclusive of all harmonized sales tax, goods and services tax, sales tax, value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets.
2. If, after the placement of an order, the Buyer instructs the Seller, in writing, to reduce the quantity of any Product, the Buyer shall pay to the Seller any increased cost caused by the manufacturing of any lower quantity, as determined by Seller. The cost shall be implemented into all parts shipped and any balance of any revised order.

1. Product will be delivered within a reasonable time after the Seller’s acceptance of Buyer’s order, subject to availability of finished Products. Seller shall not be bound to deliver any Products (including those that may be set out in a Buyer purchase order) until it has issued a Sales Confirmation with respect to such Products.
2. The Seller shall use reasonable efforts to meet any delivery dates agreed upon in the Sales Confirmation, provided that any such dates shall be estimates only and are in all cases dependent upon Buyer providing Seller with all information required by Seller to provide the Products. Unless otherwise agreed in writing by the parties, the Seller shall deliver the Product to the location agreed upon in the Sales Confirmation (the “Delivery Point“) using the Seller’s standard methods for packaging and shipping such Product. Shipping methods and routes will be at the Seller’s discretion and the Seller will not be liable for any delays, loss or damage in transit. The Buyer shall be responsible for all loading costs and provide equipment and labour reasonably suited for receipt of the Product at the Delivery Point. Any increases in freight rates will be at the Buyer’s expense.
3. The quantity of any installment of Products as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.
4. The Seller’s liability for failing to deliver any Product will be limited to delivering the Product within a reasonable time or adjusting the invoice to reflect the actual quantity of Product delivered. Seller shall not be liable for any non-delivery of Products (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery within fifteen (15) days of the date when the Products would in the ordinary course of events have been received.
5. Except as provided under Sections 4(d), 4(h) and 19(a), all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased under this Agreement to Seller.
6. Risk of loss passes to the Buyer upon delivery of the Product at the Delivery Point. The Seller will retain title to the Product until it has received full payment for the Product.
7. As a general and continuing security for the payment of any and all amounts owing by Buyer to Seller, wheresoever and howsoever incurred, whether direct or indirect, absolute or contingent and whether joint, several, joint and several, matured or not, extended or renewed, Buyer hereby grants to Seller a purchase money security interest in the Products. The security interest created by this Agreement shall attach to the Products, together with any and all parts, accessories, repairs, additions, replacements, accessions and equipment now or hereafter placed upon, in or attached thereto and any substitutions thereto or therefor and proceeds thereof or derived therefrom, immediately upon receipt or pickup of the Products by Buyer’s or Buyer’s carrier. The security hereby constituted is in addition to and not in substitution for any other securities or agreements now or hereafter held by Seller, and this security shall not merge in any other securities or agreements now or hereafter held by Seller. Seller may file a financing statement for such security interest and Buyer shall execute such statements or other documentation necessary to perfect Seller’s security interest in such Products. Buyer also authorizes Seller to execute, on Buyer’s behalf, such statements or other documentation necessary to perfect Seller’s security interest in such Products. Seller shall be entitled to all applicable rights and remedies of a secured party under applicable law.
8. If Seller delivers to Buyer a quantity of Products of up to 5% more or less than the quantity set forth in the Sales Confirmation, Buyer shall not be entitled to object to or reject the Products or any portion of them by reason of the surplus or shortfall. In the case of a shortfall, Buyer shall pay for such Products the price set forth in the Sales Confirmation adjusted pro rata. If excess Products are delivered, Buyer is not required to pay for the excess Products but shall promptly return them to Seller if requested, subject to Seller paying the reasonable shipping fees for such returns; provided that if the excess Products are of a type that is regularly ordered by Buyer, Buyer agrees to retain and pay for the excess Products at the applicable price.
9. Each shipment of Products will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfilment of Buyer’s purchase order.
10. If for any reason Buyer fails to accept delivery of any of the Products on the date fixed pursuant to Seller’s notice that the Products have been delivered at the Delivery Point, or if Seller is unable to deliver the Products at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations:
    1. risk of loss to the Products shall pass to Buyer;
    2. the Products shall be deemed to have been delivered; and
    3. Seller, at its option, may store the Products until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
11. All intellectual property rights in the Products, including all intellectual property rights in any blueprints, illustrations, drawings or other documentation provided by Seller to Buyer, will at all times remain with Seller.

1. Buyer will not modify the Products or modify or remove any existing warnings (including any contained in associated Product documentation) about risks due to improper handling of the Products.
2. If Seller or any governmental authority determines that any Products sold to Buyer are defective (“Defective Products”) and a recall campaign is necessary, Seller may implement such recall campaign. In the event of a recall campaign, Buyer will, at Seller’s option, either return such Defective Products to Seller or destroy such Defective Products and shall further provide Seller with any reasonable assistance as may be requested by Seller in respect of such recall campaign.

1. Buyer grants to Seller a non-exclusive, limited license to reproduce and use those trademarks, service marks, logos, commercial symbols and other indicia of trade origin of Buyer and its affiliates as may be
   1. necessary to produce the Products or fulfill its obligations under this Agreement and
   2. be designated from time to time by Buyer to Seller (collectively, the “Buyer Marks”).
   Seller is also permitted to use the Buyer Marks on customer lists that may be posted on Seller’s website or provided to potential customers and other third parties. Buyer will indemnify, hold harmless and defend Seller from and against any and all claims, suit, damage, cost, expense, demands, fine, liability or cause of action whatsoever, including all solicitor and their own client fees (collectively, “Damages”), on account of, relating to, or arising out of any claimed infringement of the rights of any third party due to the use of the Buyer Marks by Seller in accordance with the terms of this Agreement.
2. If any material shall be specially manufactured or sold by the Seller to meet the Buyer’s specifications, the Buyer will indemnify, hold harmless and defend Seller from and against any and all Damages, on account of, relating to, or arising out of any claimed infringement of the rights of any third party due to the use of the Product by the Buyer, or the further use, distribution or sale of the Product by the Buyer.

1. Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Products under this Agreement or any resale of the Products by Buyer (including any restrictions in respect of export to sanctioned countries). Buyer assumes all responsibility for shipments of Products requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes countervailing duties or any other penalties on Products.
2. Should the Buyer have regulatory requirements for a given Product that deviates from the regulatory requirements that apply to Seller’s standard Products (“Special Regulatory Requirements”), including any Buyer-requested Product specification that may trigger Special Regulatory Requirements, the Buyer agrees and confirms that it shall be responsible for ensuring that all Special Regulatory Requirements have been provided to the Seller in writing when submitting a purchase order. It is expressly agreed and acknowledged that the Seller shall not be held liable for any Product failing to meet the Special Regulatory Requirements of the Buyer should those requirements not be listed on the purchase order and acknowledged in writing by the Seller. In the event that the Buyer should fail to communicate the Special Regulatory Requirements to the Seller, the Buyer shall be responsible and shall indemnify, defend and hold harmless the Seller for all costs, losses and damages incurred by either the Buyer or the Seller in order to bring the Product in line with said regulatory requirements, including any resulting fines or fees, and for all work done to date.

1. The Seller warrants that for a period of 12 months from the date of delivery of the Product (the “Warranty Period”), the quality of the Product shall materially conform to specifications (specifically as to material and micron) as agreed upon in writing by the parties. THIS IS THE ONLY CONDITION, REPRESENTATION OR WARRANTY THE SELLER MAKES WITH RESPECT TO THE PRODUCTS. SUBJECT TO THE FOREGOING, ALL PRODUCTS AND SERVICES OF SELLER ARE PROVIDED “AS IS” AND ALL OTHER CONDITIONS AND WARRANTIES, INCLUDING ANY (a) CONDITION OR WARRANTY OF MERCHANTABILITY; (b) CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) CONDITION OR WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR USE, ARE EXPRESSLY DISCLAIMED.
2. Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Product. Third Party Products are not covered by the warranty set forth above. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a) CONDITION OR WARRANTY OF MERCHANTABILITY; (b) CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) CONDITION OR WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

1. Claims by the Buyer for
   1. delivery shortages or obvious defects in Products shall be deemed waived by the Buyer, and the Seller shall not be liable for the same, unless submitted in writing, with documented evidence of non-conformance, within thirty (30) days of receipt of shipment; and
   2. in the case of all other Product defects, within thirty (30) days of the date of Seller’s discovery of the defect or before the end of the Warranty Period, whichever occurs first.
   In the case of an alleged defect in the Product, Seller’s warranty is subject to the Seller’s reasonable verification of the Buyer’s claim that the Product does not conform to the limited warranty specified herein.
2. The Seller shall not be liable for a breach of the warranty set forth in Section 18 if:
   1. Buyer makes any further use of the Product after giving such notice;
   2. the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Product;
   3. the defect arises due to misuse, improper handling or installation, improper storage, use of unauthorized parts, unsuitable environmental conditions or inadequate or improper repair or preventative maintenance of the Products;
   4. the defect arises out of any specifications, designs, instructions, materials or components furnished by Buyer; or
   5. the defect arises out of Buyer’s or a third party’s alteration or repair of such Product.

1. The Seller’s obligation and entire liability and the Buyer’s sole and exclusive remedy for any claim or cause of action arising from or related to this Agreement, including a breach of the limited warranty specified herein, is limited to, at the discretion of the Seller,
   1. the repair or replacement of Product not conforming to the specifications as agreed upon by the parties, or
   2. credit or refund of the price for such Product at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller’s expense, return such Product to Seller.
2. THE SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, DAMAGES RELATED TO LABOUR, DOWNTIME, LOSS OF PROFIT OR REVENUE, LOSS OF RETURN ON INVESTMENT, COST OF CAPITAL, LOSS OF OPERATING TIME OR PRODUCTION, LOSS OR REDUCTION OF USE OR VALUE OF ANY FACILITIES, EXPENSE OF REPLACEMENT PRODUCTS OR POWER, OR INCREASED COSTS OF OPERATIONS OR MAINTENANCE, OR EQUIVALENT THEREOF, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT (INCLUDING ANY BREACH OF WARRANTY OR NON-CONFORMANCE OR DEFECT IN THE PRODUCT), WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER OR SELLER, AND REGARDLESS OF WHETHER SUCH LIABILITY SHALL BE CLAIMED IN CONTRACT, WARRANTY, EQUITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. 
3. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED
   1. IN THE CASE OF CLAIMS RELATING TO PRODUCTS, THE TOTAL AMOUNTS PAID TO SELLER FOR THE PRODUCTS THAT ARE THE SUBJECT OF THE CLAIM; AND
   2. FOR ALL OTHER CLAIMS ARISING OUT OF THIS AGREEMENT, THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCTS SOLD HEREUNDER OR $50,000, WHICHEVER IS LESS.
4. This Agreement gives Buyer specific legal rights. Buyer may also have other rights, which vary from province to province. Some provinces restrict limitations of implied or statutory warranties or other warranty conditions, so these limitations may not apply.

1. “Buyer” shall mean the purchaser of Products from Vytal Filtration Technologies Inc., as set forth in the Sales Confirmation.
2. “Seller” shall mean Vytal Filtration Technologies Inc.
3. “Product” shall mean the goods and/or services purchased by the Buyer from the Seller, as set forth in the Sales Confirmation.

1. Until an order is accepted by the Seller in writing, quoted prices are subject to change without notice. Prices for Products quoted are based on a reasonable estimation of the Seller’s labour and material costs as of the date of the quotation unless otherwise specified. All prices are exclusive of all harmonized sales tax, goods and services tax, sales tax, value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets.
2. If, after the placement of an order, the Buyer instructs the Seller, in writing, to reduce the quantity of any Product, the Buyer shall pay to the Seller any increased cost caused by the manufacturing of any lower quantity, as determined by Seller. The cost shall be implemented into all parts shipped and any balance of any revised order.

1. Product will be delivered within a reasonable time after the Seller’s acceptance of Buyer’s order, subject to availability of finished Products. Seller shall not be bound to deliver any Products (including those that may be set out in a Buyer purchase order) until it has issued a Sales Confirmation with respect to such Products.
2. The Seller shall use reasonable efforts to meet any delivery dates agreed upon in the Sales Confirmation, provided that any such dates shall be estimates only and are in all cases dependent upon Buyer providing Seller with all information required by Seller to provide the Products. Unless otherwise agreed in writing by the parties, the Seller shall deliver the Product to the location agreed upon in the Sales Confirmation (the “Delivery Point“) using the Seller’s standard methods for packaging and shipping such Product. Shipping methods and routes will be at the Seller’s discretion and the Seller will not be liable for any delays, loss or damage in transit. The Buyer shall be responsible for all loading costs and provide equipment and labour reasonably suited for receipt of the Product at the Delivery Point. Any increases in freight rates will be at the Buyer’s expense.
3. The quantity of any installment of Products as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.
4. The Seller’s liability for failing to deliver any Product will be limited to delivering the Product within a reasonable time or adjusting the invoice to reflect the actual quantity of Product delivered. Seller shall not be liable for any non-delivery of Products (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery within fifteen (15) days of the date when the Products would in the ordinary course of events have been received.
5. Except as provided under Sections 4(d), 4(h) and 19(a), all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased under this Agreement to Seller.
6. Risk of loss passes to the Buyer upon delivery of the Product at the Delivery Point. The Seller will retain title to the Product until it has received full payment for the Product.
7. As a general and continuing security for the payment of any and all amounts owing by Buyer to Seller, wheresoever and howsoever incurred, whether direct or indirect, absolute or contingent and whether joint, several, joint and several, matured or not, extended or renewed, Buyer hereby grants to Seller a purchase money security interest in the Products. The security interest created by this Agreement shall attach to the Products, together with any and all parts, accessories, repairs, additions, replacements, accessions and equipment now or hereafter placed upon, in or attached thereto and any substitutions thereto or therefor and proceeds thereof or derived therefrom, immediately upon receipt or pickup of the Products by Buyer’s or Buyer’s carrier. The security hereby constituted is in addition to and not in substitution for any other securities or agreements now or hereafter held by Seller, and this security shall not merge in any other securities or agreements now or hereafter held by Seller. Seller may file a financing statement for such security interest and Buyer shall execute such statements or other documentation necessary to perfect Seller’s security interest in such Products. Buyer also authorizes Seller to execute, on Buyer’s behalf, such statements or other documentation necessary to perfect Seller’s security interest in such Products. Seller shall be entitled to all applicable rights and remedies of a secured party under applicable law.
8. If Seller delivers to Buyer a quantity of Products of up to 5% more or less than the quantity set forth in the Sales Confirmation, Buyer shall not be entitled to object to or reject the Products or any portion of them by reason of the surplus or shortfall. In the case of a shortfall, Buyer shall pay for such Products the price set forth in the Sales Confirmation adjusted pro rata. If excess Products are delivered, Buyer is not required to pay for the excess Products but shall promptly return them to Seller if requested, subject to Seller paying the reasonable shipping fees for such returns; provided that if the excess Products are of a type that is regularly ordered by Buyer, Buyer agrees to retain and pay for the excess Products at the applicable price.
9. Each shipment of Products will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfilment of Buyer’s purchase order.
10. If for any reason Buyer fails to accept delivery of any of the Products on the date fixed pursuant to Seller’s notice that the Products have been delivered at the Delivery Point, or if Seller is unable to deliver the Products at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations:
    1. risk of loss to the Products shall pass to Buyer;
    2. the Products shall be deemed to have been delivered; and
    3. Seller, at its option, may store the Products until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
11. All intellectual property rights in the Products, including all intellectual property rights in any blueprints, illustrations, drawings or other documentation provided by Seller to Buyer, will at all times remain with Seller.

1. Buyer will not modify the Products or modify or remove any existing warnings (including any contained in associated Product documentation) about risks due to improper handling of the Products.
2. If Seller or any governmental authority determines that any Products sold to Buyer are defective (“Defective Products”) and a recall campaign is necessary, Seller may implement such recall campaign. In the event of a recall campaign, Buyer will, at Seller’s option, either return such Defective Products to Seller or destroy such Defective Products and shall further provide Seller with any reasonable assistance as may be requested by Seller in respect of such recall campaign.

1. Buyer grants to Seller a non-exclusive, limited license to reproduce and use those trademarks, service marks, logos, commercial symbols and other indicia of trade origin of Buyer and its affiliates as may be
   1. necessary to produce the Products or fulfill its obligations under this Agreement and
   2. be designated from time to time by Buyer to Seller (collectively, the “Buyer Marks”).
   
   Seller is also permitted to use the Buyer Marks on customer lists that may be posted on Seller’s website or provided to potential customers and other third parties. Buyer will indemnify, hold harmless and defend Seller from and against any and all claims, suit, damage, cost, expense, demands, fine, liability or cause of action whatsoever, including all solicitor and their own client fees (collectively, “Damages”), on account of, relating to, or arising out of any claimed infringement of the rights of any third party due to the use of the Buyer Marks by Seller in accordance with the terms of this Agreement.
2. If any material shall be specially manufactured or sold by the Seller to meet the Buyer’s specifications, the Buyer will indemnify, hold harmless and defend Seller from and against any and all Damages, on account of, relating to, or arising out of any claimed infringement of the rights of any third party due to the use of the Product by the Buyer, or the further use, distribution or sale of the Product by the Buyer.

1. Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Products under this Agreement or any resale of the Products by Buyer (including any restrictions in respect of export to sanctioned countries). Buyer assumes all responsibility for shipments of Products requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes countervailing duties or any other penalties on Products.
2. Should the Buyer have regulatory requirements for a given Product that deviates from the regulatory requirements that apply to Seller’s standard Products (“Special Regulatory Requirements”), including any Buyer-requested Product specification that may trigger Special Regulatory Requirements, the Buyer agrees and confirms that it shall be responsible for ensuring that all Special Regulatory Requirements have been provided to the Seller in writing when submitting a purchase order. It is expressly agreed and acknowledged that the Seller shall not be held liable for any Product failing to meet the Special Regulatory Requirements of the Buyer should those requirements not be listed on the purchase order and acknowledged in writing by the Seller. In the event that the Buyer should fail to communicate the Special Regulatory Requirements to the Seller, the Buyer shall be responsible and shall indemnify, defend and hold harmless the Seller for all costs, losses and damages incurred by either the Buyer or the Seller in order to bring the Product in line with said regulatory requirements, including any resulting fines or fees, and for all work done to date.

1. The Seller warrants that for a period of 12 months from the date of delivery of the Product (the “Warranty Period”), the quality of the Product shall materially conform to specifications (specifically as to material and micron) as agreed upon in writing by the parties. THIS IS THE ONLY CONDITION, REPRESENTATION OR WARRANTY THE SELLER MAKES WITH RESPECT TO THE PRODUCTS. SUBJECT TO THE FOREGOING, ALL PRODUCTS AND SERVICES OF SELLER ARE PROVIDED “AS IS” AND ALL OTHER CONDITIONS AND WARRANTIES, INCLUDING ANY (a) CONDITION OR WARRANTY OF MERCHANTABILITY; (b) CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) CONDITION OR WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR USE, ARE EXPRESSLY DISCLAIMED.
2. Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Product. Third Party Products are not covered by the warranty set forth above. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a) CONDITION OR WARRANTY OF MERCHANTABILITY; (b) CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) CONDITION OR WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

1. Claims by the Buyer for
   1. delivery shortages or obvious defects in Products shall be deemed waived by the Buyer, and the Seller shall not be liable for the same, unless submitted in writing, with documented evidence of non-conformance, within thirty (30) days of receipt of shipment; and
   2. in the case of all other Product defects, within thirty (30) days of the date of Seller’s discovery of the defect or before the end of the Warranty Period, whichever occurs first.
   In the case of an alleged defect in the Product, Seller’s warranty is subject to the Seller’s reasonable verification of the Buyer’s claim that the Product does not conform to the limited warranty specified herein.
2. The Seller shall not be liable for a breach of the warranty set forth in Section 18 if:
   1. Buyer makes any further use of the Product after giving such notice;
   2. the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Product;
   3. the defect arises due to misuse, improper handling or installation, improper storage, use of unauthorized parts, unsuitable environmental conditions or inadequate or improper repair or preventative maintenance of the Products;
   4. the defect arises out of any specifications, designs, instructions, materials or components furnished by Buyer; or
   5. the defect arises out of Buyer’s or a third party’s alteration or repair of such Product.

1. The Seller’s obligation and entire liability and the Buyer’s sole and exclusive remedy for any claim or cause of action arising from or related to this Agreement, including a breach of the limited warranty specified herein, is limited to, at the discretion of the Seller,
   1. the repair or replacement of Product not conforming to the specifications as agreed upon by the parties, or
   2. credit or refund of the price for such Product at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller’s expense, return such Product to Seller.
2. THE SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, DAMAGES RELATED TO LABOUR, DOWNTIME, LOSS OF PROFIT OR REVENUE, LOSS OF RETURN ON INVESTMENT, COST OF CAPITAL, LOSS OF OPERATING TIME OR PRODUCTION, LOSS OR REDUCTION OF USE OR VALUE OF ANY FACILITIES, EXPENSE OF REPLACEMENT PRODUCTS OR POWER, OR INCREASED COSTS OF OPERATIONS OR MAINTENANCE, OR EQUIVALENT THEREOF, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT (INCLUDING ANY BREACH OF WARRANTY OR NON-CONFORMANCE OR DEFECT IN THE PRODUCT), WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER OR SELLER, AND REGARDLESS OF WHETHER SUCH LIABILITY SHALL BE CLAIMED IN CONTRACT, WARRANTY, EQUITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. 
3. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED
   1. IN THE CASE OF CLAIMS RELATING TO PRODUCTS, THE TOTAL AMOUNTS PAID TO SELLER FOR THE PRODUCTS THAT ARE THE SUBJECT OF THE CLAIM; AND
   2. FOR ALL OTHER CLAIMS ARISING OUT OF THIS AGREEMENT, THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCTS SOLD HEREUNDER OR $50,000, WHICHEVER IS LESS.
4. This Agreement gives Buyer specific legal rights. Buyer may also have other rights, which vary from state to state. Some states restrict limitations of implied or statutory warranties or other warranty conditions, so these limitations may not apply.

1. “Buyer” shall mean the purchaser of Products from Vytal Filtration Technologies Inc., as set forth in the Sales Confirmation.

2. “Seller” shall mean Vytal Filtration Technologies Inc.

3. “Product” shall mean the goods and/or services purchased by the Buyer from the Seller, as set forth in the Sales Confirmation, and includes any Engineering Services.

4. “Engineering Services” means any engineering recommendations or other engineering consulting services provided by Seller.

These Terms and Conditions of Sale (these “Terms”), together with the accompanying quotation, sales order and/or invoice, as applicable (collectively, the “Sales Confirmation” and, together with these Terms, the “Agreement”) from the Seller contains the entire terms and conditions associated with the sale of Product by the Seller to the Buyer. Any different or additional terms, conditions, representations or warranties contained in any other document (or otherwise mentioned or referenced verbally), including but not limited to, quotes, purchase orders or other Buyer documents, shall not be effective or binding upon the Seller unless agreed to in writing and signed by an authorized representative of the Seller. If the Buyer issues a purchase order or other correspondence addressing this transaction, such purchase order or correspondence shall be for the Buyer’s internal purposes only and the terms and conditions contained therein shall have no force or effect. Fulfilment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.

1. Until an order is accepted by the Seller in writing, quoted prices are subject to change without notice. Prices for Products quoted are based on a reasonable estimation of the Seller’s labour and material costs as of the date of the quotation unless otherwise specified. All prices are exclusive of all harmonized sales tax, goods and services tax, sales tax, value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets.

2. If, after the placement of an order, the Buyer instructs the Seller, in writing, to reduce the quantity of any Product, the Buyer shall pay to the Seller any increased cost caused by the manufacturing of any lower quantity, as determined by Seller. The cost shall be implemented into all parts shipped and any balance of any revised order.

1. Product will be delivered within a reasonable time after the Seller’s acceptance of Buyer’s order, subject to availability of finished Products. Seller shall not be bound to deliver any Products (including those that may be set out in a Buyer purchase order) until it has issued a Sales Confirmation with respect to such Products.

2. The Seller shall use reasonable efforts to meet any delivery dates agreed upon in the Sales Confirmation, provided that any such dates shall be estimates only and are in all cases dependent upon Buyer providing Seller with all information required by Seller to provide the Products. Unless otherwise agreed in writing by the parties, the Seller shall deliver the Product to the location agreed upon in the Sales Confirmation (the “Delivery Point“) using the Seller’s standard methods for packaging and shipping such Product. Shipping methods and routes will be at the Seller’s discretion and the Seller will not be liable for any delays, loss or damage in transit. The Buyer shall be responsible for all loading costs and provide equipment and labour reasonably suited for receipt of the Product at the Delivery Point. Any increases in freight rates will be at the Buyer’s expense.

3. The quantity of any installment of Products as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.

4. The Seller’s liability for failing to deliver any Product will be limited to delivering the Product within a reasonable time or adjusting the invoice to reflect the actual quantity of Product delivered. Seller shall not be liable for any non-delivery of Products (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery within fifteen (15) days of the date when the Products would in the ordinary course of events have been received.

5. Except as provided under Sections 4(d), 4(h) and 19(a), all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased under this Agreement to Seller.

6. Risk of loss passes to the Buyer upon delivery of the Product at the Delivery Point. The Seller will retain title to the Product until it has received full payment for the Product.

7. As a general and continuing security for the payment of any and all amounts owing by Buyer to Seller, wheresoever and howsoever incurred, whether direct or indirect, absolute or contingent and whether joint, several, joint and several, matured or not, extended or renewed, Buyer hereby grants to Seller a purchase money security interest in the Products. The security interest created by this Agreement shall attach to the Products, together with any and all parts, accessories, repairs, additions, replacements, accessions and equipment now or hereafter placed upon, in or attached thereto and any substitutions thereto or therefor and proceeds thereof or derived therefrom, immediately upon receipt or pickup of the Products by Buyer’s or Buyer’s carrier. The security hereby constituted is in addition to and not in substitution for any other securities or agreements now or hereafter held by Seller, and this security shall not merge in any other securities or agreements now or hereafter held by Seller. Seller may file a financing statement for such security interest and Buyer shall execute such statements or other documentation necessary to perfect Seller’s security interest in such Products. Buyer also authorizes Seller to execute, on Buyer’s behalf, such statements or other documentation necessary to perfect Seller’s security interest in such Products. Seller shall be entitled to all applicable rights and remedies of a secured party under applicable law.

8. If Seller delivers to Buyer a quantity of Products of up to 5% more or less than the quantity set forth in the Sales Confirmation, Buyer shall not be entitled to object to or reject the Products or any portion of them by reason of the surplus or shortfall. In the case of a shortfall, Buyer shall pay for such Products the price set forth in the Sales Confirmation adjusted pro rata. If excess Products are delivered, Buyer is not required to pay for the excess Products but shall promptly return them to Seller if requested, subject to Seller paying the reasonable shipping fees for such returns; provided that if the excess Products are of a type that is regularly ordered by Buyer, Buyer agrees to retain and pay for the excess Products at the applicable price.

9. Each shipment of Products will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfilment of Buyer’s purchase order.

10. If for any reason Buyer fails to accept delivery of any of the Products on the date fixed pursuant to Seller’s notice that the Products have been delivered at the Delivery Point, or if Seller is unable to deliver the Products at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations:

    1. risk of loss to the Products shall pass to Buyer;
    2. the Products shall be deemed to have been delivered; and
    3. Seller, at its option, may store the Products until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

11. All intellectual property rights in the Products, including all intellectual property rights in any blueprints, illustrations, drawings or other documentation provided by Seller to Buyer, will at all times remain with Seller.

Seller shall make delivery in accordance with the terms on the face of the Sales Confirmation. If no location and shipping terms are indicated on the Sales Confirmation, then the Products shall be Ex Works at their point of manufacture.

Orders will be paid by cash or credit card. If the Seller agrees to sell Product on open credit, the Buyer shall pay all invoiced amounts due to the Seller within thirty (30) days from the date of Seller’s invoice. All payments shall be made by wire transfer, cheque or direct deposit in Canadian dollars unless otherwise specified in the Sales Confirmation. Buyer shall reimburse Seller for all reasonable collection costs incurred by Seller in enforcing Buyer’s payment obligations, including reasonable attorneys’ fees and court costs. In addition to all other remedies available to the Seller under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), the Seller shall be entitled to suspend the delivery of any Product if the Buyer fails to pay any amounts due under the same or any other order within thirty (30) days from the date of Seller’s invoice. The Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with the Seller.

The Seller shall not be responsible for any changes in specifications of the Product requested or proposed by the Buyer unless such changes are confirmed in writing by the Buyer and accepted in writing by the Seller. The Seller shall inform the Buyer of any changes in pricing that will result from such changes. Any price variation resulting from such changes shall become effective immediately upon the acceptance of the changes, and the Buyer agrees to be responsible for any such variation. After acceptance by the Seller, an order can only be changed or cancelled effective as of the date of the Seller’s written consent and upon terms that require the Buyer to pay or reimburse and hold the Seller harmless against any losses and additional costs incurred by the Seller as a result of the change order or cancellation. Upon effective cancellation or change, the Seller shall have the option, at the cost of the Buyer, to continue the processing of materials or articles affected to the point at which the processing can be halted with the least inconvenience to the Seller. If any prior inventory in the Seller’s possession shall become obsolete due to changes or cancellations by the Buyer, the Buyer agrees to be immediately invoiced for and to pay the originally-agreed price of the obsolete inventory.

If Seller’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

1. Buyer will not modify the Products or modify or remove any existing warnings (including any contained in associated Product documentation) about risks due to improper handling of the Products.

2. If Seller or any governmental authority determines that any Products sold to Buyer are defective (“Defective Products”) and a recall campaign is necessary, Seller may implement such recall campaign. In the event of a recall campaign, Buyer will, at Seller’s option, either return such Defective Products to Seller or destroy such Defective Products and shall further provide Seller with any reasonable assistance as may be requested by Seller in respect of such recall campaign.

Additional Engineering (NRE) charges may be quoted to cover the cost of process design required for the Seller to perform the Buyer’s manufacturing requirements, which may include fabricating special tooling fixtures, machine programming and SPC systems, as examples. It is agreed that these engineering charges shall be specified in the original order. If these costs are not included in the original order or if revisions are made, an additional engineering charge may be applied as necessary in the Seller’s sole discretion.

The Seller shall be at liberty to elect to use materials supplied by the Buyer or materials purchased by the Seller on behalf of the Buyer. If the Seller agrees to use materials supplied by the Buyer, then the Buyer shall be solely responsible for supplying and delivering such material in a timely manner at no cost or expense to Seller, in sufficient quantity and quality, including any loss, waste, or scrap that may occur for any reason, as the Seller deems necessary to complete the order. The Buyer hereby acknowledges that the Seller shall not be liable for, and the Buyer shall pay any previously negotiated delivery premiums, despite any failure or delay in delivering any Product to be provided hereunder if such failure or delay is caused by the Buyer’s failure to supply and deliver such materials in a timely manner or in sufficient quantity and quality as the Seller deems necessary. Additional charges to the Buyer may be applied in the event that any material supplied by Buyer does not meet the required specifications for the Product ordered and causes additional manufacturing costs to the Seller. Should the Seller elect to purchase its own materials, the Buyer agrees that it shall be solely responsible for reimbursing the Seller for the cost of said material.

1. Buyer grants to Seller a non-exclusive, limited license to reproduce and use those trademarks, service marks, logos, commercial symbols and other indicia of trade origin of Buyer and its affiliates as may be

   1. necessary to produce the Products or fulfill its obligations under this Agreement and
   2. be designated from time to time by Buyer to Seller (collectively, the “Buyer Marks”).
   Seller is also permitted to use the Buyer Marks on customer lists that may be posted on Seller’s website or provided to potential customers and other third parties. Buyer will indemnify, hold harmless and defend Seller from and against any and all claims, suit, damage, cost, expense, demands, fine, liability or cause of action whatsoever, including all solicitor and their own client fees (collectively, “Damages”), on account of, relating to, or arising out of any claimed infringement of the rights of any third party due to the use of the Buyer Marks by Seller in accordance with the terms of this Agreement.

2. If any material shall be specially manufactured or sold by the Seller to meet the Buyer’s specifications, the Buyer will indemnify, hold harmless and defend Seller from and against any and all Damages, on account of, relating to, or arising out of any claimed infringement of the rights of any third party due to the use of the Product by the Buyer, or the further use, distribution or sale of the Product by the Buyer.

If Buyer pre-production approvals are required by the terms of the Sale Confirmation, deliveries will be based on the date of receipt of said approval from the Buyer. If approvals are not received in a timely fashion, additional set-up charges may apply and/or delivery dates may be delayed. The Buyer agrees that it will be solely responsible for these charges and delays and that the Seller will not be liable to Buyer for the same.

The Seller shall retain all customer-supplied information, documents, and resultant Seller quality management system records for a period of two years from date of order.If customer requirements differ, the Buyer must notify the Seller of these requirements and obtain the Seller’s written consent for any deviation.

1. Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Products under this Agreement or any resale of the Products by Buyer (including any restrictions in respect of export to sanctioned countries). Buyer assumes all responsibility for shipments of Products requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes countervailing duties or any other penalties on Products.

2. Should the Buyer have regulatory requirements for a given Product that deviates from the regulatory requirements that apply to Seller’s standard Products (“Special Regulatory Requirements”), including any Buyer-requested Product specification that may trigger Special Regulatory Requirements, the Buyer agrees and confirms that it shall be responsible for ensuring that all Special Regulatory Requirements have been provided to the Seller in writing when submitting a purchase order. It is expressly agreed and acknowledged that the Seller shall not be held liable for any Product failing to meet the Special Regulatory Requirements of the Buyer should those requirements not be listed on the purchase order and acknowledged in writing by the Seller. In the event that the Buyer should fail to communicate the Special Regulatory Requirements to the Seller, the Buyer shall be responsible and shall indemnify, defend and hold harmless the Seller for all costs, losses and damages incurred by either the Buyer or the Seller in order to bring the Product in line with said regulatory requirements, including any resulting fines or fees, and for all work done to date.

The Seller will be excused from the obligations of this Agreement and will not be liable for the Buyer for any failure or delay in performing its obligations hereunder to the extent that such performance is delayed or prevented by any circumstances reasonably beyond its control, including, without limitation, acts of God, fire, flood, explosion, mechanical breakdown, strikes or other labour troubles, plant shutdown, unavailability of or interference with the usual means of transporting the product, unavailability of materials, epidemics, pandemics, war, civil unrest or compliance with any law, regulation or request of any governmental authority (hereafter described as “Force Majeure”). The Seller shall give prompt written notice to the Buyer of the occurrence of a Force Majeure event. Either party shall have the right to terminate any unperformed portion of this Agreement as a result of a Force Majeure situation. However, the duty of the Buyer to pay for the Product received or for reasonable expenses incurred by the Seller in relation to the Product up until the occurrence of the Force Majeure event, as documented by the Seller, is never suspended, including by reason of termination of the Agreement hereunder.

1. The Seller warrants that for a period of 12 months from the date of delivery of the Product (the “Warranty Period”), the quality of the Product shall materially conform to specifications (specifically as to material and micron) as agreed upon in writing by the parties. THIS IS THE ONLY CONDITION, REPRESENTATION OR WARRANTY THE SELLER MAKES WITH RESPECT TO THE PRODUCTS (INCLUDING ANY ENGINEERING SERVICES). SUBJECT TO THE FOREGOING, ALL PRODUCTS AND SERVICES OF SELLER (INCLUDING ANY ENGINEERING SERVICES) ARE PROVIDED “AS IS” AND ALL OTHER CONDITIONS AND WARRANTIES, INCLUDING ANY

   1. CONDITION OR WARRANTY OF MERCHANTABILITY;
   2. CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;
   3. CONDITION OR WARRANTY OF TITLE; OR
   4. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR USE, ARE EXPRESSLY DISCLAIMED.

2. Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Product. Third Party Products are not covered by the warranty set forth above. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY

   1. CONDITION OR WARRANTY OF MERCHANTABILITY;
   2. CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;
   3. CONDITION OR WARRANTY OF TITLE; OR
   4. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

1. Claims by the Buyer for

   1. delivery shortages or obvious defects in Products shall be deemed waived by the Buyer, and the Seller shall not be liable for the same, unless submitted in writing, with documented evidence of non-conformance, within thirty (30) days of receipt of shipment; and
   2. in the case of all other Product defects, within thirty (30) days of the date of Seller’s discovery of the defect or before the end of the Warranty Period, whichever occurs first.
   In the case of an alleged defect in the Product, Seller’s warranty is subject to the Seller’s reasonable verification of the Buyer’s claim that the Product does not conform to the limited warranty specified herein.

2. The Seller shall not be liable for a breach of the warranty set forth in Section 18 if:

   1. Buyer makes any further use of the Product after giving such notice;
   2. the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Product;
   3. the defect arises due to misuse, improper handling or installation, improper storage, use of unauthorized parts, unsuitable environmental conditions or inadequate or improper repair or preventative maintenance of the Products;
   4. the defect arises out of any specifications, designs, instructions, materials or components furnished by Buyer; or
   5. the defect arises out of Buyer’s or a third party’s alteration or repair of such Product.

1. The Seller’s obligation and entire liability and the Buyer’s sole and exclusive remedy for any claim or cause of action arising from or related to this Agreement, including a breach of the limited warranty specified herein, is limited to, at the discretion of the Seller,

   1. the repair or replacement of Product not conforming to the specifications as agreed upon by the parties, or
   2. credit or refund of the price for such Product at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller’s expense, return such Product to Seller.

2. THE SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, DAMAGES RELATED TO LABOUR, DOWNTIME, LOSS OF PROFIT OR REVENUE, LOSS OF RETURN ON INVESTMENT, COST OF CAPITAL, LOSS OF OPERATING TIME OR PRODUCTION, LOSS OR REDUCTION OF USE OR VALUE OF ANY FACILITIES, EXPENSE OF REPLACEMENT PRODUCTS OR POWER, OR INCREASED COSTS OF OPERATIONS OR MAINTENANCE, OR EQUIVALENT THEREOF, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT (INCLUDING ANY BREACH OF WARRANTY OR NON-CONFORMANCE OR DEFECT IN THE PRODUCT), WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER OR SELLER, AND REGARDLESS OF WHETHER SUCH LIABILITY SHALL BE CLAIMED IN CONTRACT, WARRANTY, EQUITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

3. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY PRODUCTS (INCLUDING ANY ENGINEERING SERVICES) PROVIDED PURSUANT TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED

   1. IN THE CASE OF CLAIMS RELATING TO PRODUCTS (INCLUDING ANY ENGINEERING SERVICES), THE TOTAL AMOUNTS PAID TO SELLER FOR THE PRODUCTS THAT ARE THE SUBJECT OF THE CLAIM; AND
   2. FOR ALL OTHER CLAIMS ARISING OUT OF THIS AGREEMENT, THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCTS SOLD HEREUNDER OR $50,000, WHICHEVER IS LESS.

4. This Agreement gives Buyer specific legal rights. Buyer may also have other rights, which vary from province to province. Some provinces restrict limitations of implied or statutory warranties or other warranty conditions, so these limitations may not apply.

The Buyer agrees to indemnify, defend and hold harmless the Seller, its officers, agents, employees, successors, assigns, customers and users of the Product, from and against any and all Damages in connection with or arising out of any actual or alleged personal injury (including death) or damage or destruction to property (including loss of use) by whomsoever suffered, sustained or alleged to have been sustained by reason of any act, error or omission, whether negligent or not, of the Buyer or its agents, employees, or affiliates, provided that such injury, death, damage or destruction is not occasioned by the sole negligence or willful misconduct of Seller or its agents and employees.

Except for disputes relating to or arising out of, in whole or in part, any breach of confidentiality hereunder or for the misuse or infringement of Seller’s intellectual property rights, in the event of a dispute or disagreement between Seller and Buyer arising out of or relating to this Agreement (a “Dispute”), such Dispute, upon the written request of Seller or Buyer, shall be referred to the chief financial officers of each party or their respective designees. The chief financial officers or their respective designees shall promptly meet in good faith to resolve the Dispute and if they do not agree upon a resolution within thirty (30) calendar days after the reference of the Dispute to them, then such Dispute, upon written notice from one party to the other of its intent to arbitrate (an “Arbitration Notice”), shall be submitted to and settled exclusively by final and binding arbitration in lieu of any judicial proceeding; provided, however, that nothing contained in this Section shall preclude any party from seeking or obtaining from a court of competent jurisdiction

1. injunctive relief, or
2. equitable or other judicial relief to specifically enforce the provisions of this Agreement or to preserve the status quo prior to the event(s) leading to the Dispute.

This Agreement and all matters arising out of it, including the transaction between the Buyer and the Seller, shall be governed by the laws of the Province of Alberta and the Buyer and the Seller mutually agree that the United Nations Conventions on Contracts for the International Sale of Goods does not apply to this transaction. Subject to the provisions of Dispute Resolution below, each party irrevocably submits to the exclusive jurisdiction of the Courts of the Province of Alberta and hereby waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.

In addition to any remedies that may be provided under this Agreement, the Seller may terminate this Agreement with immediate effect upon written notice to the Buyer, subject to ten (10) days’ prior written notice and opportunity to cure the breach, if the Buyer fails to pay any amount when due under this Agreement. Either party may terminate this Agreement if the other party

1. materially breaches any term of this Agreement, subject to thirty (30) days’ prior written notice and opportunity to cure the breach; or
2. becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

No waiver by a party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by an authorized representative of such party. No failure by a party to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise by a party of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

The Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice“) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. Notices sent in accordance with this Section will be deemed effectively given:

1. if delivered by hand, when received, with signed confirmation of receipt;
2. if sent by a nationally recognized overnight courier, signature required, when received;
3. if sent by email, the day that a return email is received from the recipient (which email cannot be a ‘bounce-back’ email) and
4. if sent by certified or registered mail by the Canada Post Corporation or the U.S. Postal Service, return receipt requested and postage prepaid, on the fifth (5th) day after the date mailed.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement, including, without limitation Sections 4(d) – 4(k), 6, 8, 9, 12, 14, 15, 17 – 21, 23, and 27 – 31.

This Agreement contains the entire agreement of the parties relating to its subject matter, and all proposals, negotiations, agreements, representations or warranties, if any, made prior to and concerning this Agreement are superseded by this terms contained herein. Seller reserves the right to modify this Agreement from time to time, and any such modification shall be effective for all orders placed by Buyer on or after the date Buyer has been notified and provided with a copy or access to the revised Agreement.

1. “Buyer” shall mean the purchaser of Products from Vytal USA, or its subsidiaries, as set forth in the Sales Confirmation.
2. “Seller” shall mean Vytal USA, or its subsidiaries. 
3. “Product” shall mean the goods and/or services purchased by the Buyer from the Seller, as set forth in the Sales Confirmation, and includes any Engineering Services.
4. “Engineering Services” means any engineering recommendations or other engineering consulting services provided by Seller.

1. Until an order is accepted by the Seller in writing, quoted prices are subject to change without notice. Prices for Products quoted are based on a reasonable estimation of the Seller’s labour and material costs as of the date of the quotation unless otherwise specified. All prices are exclusive of all harmonized sales tax, goods and services tax, sales tax, value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets.
2. If, after the placement of an order, the Buyer instructs the Seller, in writing, to reduce the quantity of any Product, the Buyer shall pay to the Seller any increased cost caused by the manufacturing of any lower quantity, as determined by Seller. The cost shall be implemented into all parts shipped and any balance of any revised order. 

1. Product will be delivered within a reasonable time after the Seller’s acceptance of Buyer’s order, subject to availability of finished Products. Seller shall not be bound to deliver any Products (including those that may be set out in a Buyer purchase order) until it has issued a Sales Confirmation with respect to such Products.
2. The Seller shall use reasonable efforts to meet any delivery dates agreed upon in the Sales Confirmation, provided that any such dates shall be estimates only and are in all cases dependent upon Buyer providing Seller with all information required by Seller to provide the Products. Unless otherwise agreed in writing by the parties, the Seller shall deliver the Product to the location agreed upon in the Sales Confirmation (the “Delivery Point“) using the Seller’s standard methods for packaging and shipping such Product. Shipping methods and routes will be at the Seller’s discretion and the Seller will not be liable for any delays, loss or damage in transit. The Buyer shall be responsible for all loading costs and provide equipment and labour reasonably suited for receipt of the Product at the Delivery Point. Any increases in freight rates will be at the Buyer’s expense.
3. The quantity of any installment of Products as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.
4. The Seller’s liability for failing to deliver any Product will be limited to delivering the Product within a reasonable time or adjusting the invoice to reflect the actual quantity of Product delivered. Seller shall not be liable for any non-delivery of Products (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery within fifteen (15) days of the date when the Products would in the ordinary course of events have been received. 
5. Except as provided under Sections 4(d), 4(h) and 19(a), all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased under this Agreement to Seller.
6. Risk of loss passes to the Buyer upon delivery of the Product at the Delivery Point. The Seller will retain title to the Product until it has received full payment for the Product.
7. As a general and continuing security for the payment of any and all amounts owing by Buyer to Seller, wheresoever and howsoever incurred, whether direct or indirect, absolute or contingent and whether joint, several, joint and several, matured or not, extended or renewed, Buyer hereby grants to Seller a purchase money security interest in the Products. The security interest created by this Agreement shall attach to the Products, together with any and all parts, accessories, repairs, additions, replacements, accessions and equipment now or hereafter placed upon, in or attached thereto and any substitutions thereto or therefor and proceeds thereof or derived therefrom, immediately upon receipt or pickup of the Products by Buyer’s or Buyer’s carrier. The security hereby constituted is in addition to and not in substitution for any other securities or agreements now or hereafter held by Seller, and this security shall not merge in any other securities or agreements now or hereafter held by Seller. Seller may file a financing statement for such security interest and Buyer shall execute such statements or other documentation necessary to perfect Seller’s security interest in such Products. Buyer also authorizes Seller to execute, on Buyer’s behalf, such statements or other documentation necessary to perfect Seller’s security interest in such Products. Seller shall be entitled to all applicable rights and remedies of a secured party under applicable law.
8. If Seller delivers to Buyer a quantity of Products of up to 5% more or less than the quantity set forth in the Sales Confirmation, Buyer shall not be entitled to object to or reject the Products or any portion of them by reason of the surplus or shortfall. In the case of a shortfall, Buyer shall pay for such Products the price set forth in the Sales Confirmation adjusted pro rata. If excess Products are delivered, Buyer is not required to pay for the excess Products but shall promptly return them to Seller if requested, subject to Seller paying the reasonable shipping fees for such returns; provided that if the excess Products are of a type that is regularly ordered by Buyer, Buyer agrees to retain and pay for the excess Products at the applicable price. 
9. Each shipment of Products will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfilment of Buyer’s purchase order.
10. If for any reason Buyer fails to accept delivery of any of the Products on the date fixed pursuant to Seller’s notice that the Products have been delivered at the Delivery Point, or if Seller is unable to deliver the Products at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations:
    1. risk of loss to the Products shall pass to Buyer;
    2. the Products shall be deemed to have been delivered; and
    3. Seller, at its option, may store the Products until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
11. All intellectual property rights in the Products, including all intellectual property rights in any blueprints, illustrations, drawings or other documentation provided by Seller to Buyer, will at all times remain with Seller.

If Seller’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

1. Buyer will not modify the Products or modify or remove any existing warnings (including any contained in associated Product documentation) about risks due to improper handling of the Products.
2. If Seller or any governmental authority determines that any Products sold to Buyer are defective (“Defective Products”) and a recall campaign is necessary, Seller may implement such recall campaign. In the event of a recall campaign, Buyer will, at Seller’s option, either return such Defective Products to Seller or destroy such Defective Products and shall further provide Seller with any reasonable assistance as may be requested by Seller in respect of such recall campaign.

1. Buyer grants to Seller a non-exclusive, limited license to reproduce and use those trademarks, service marks, logos, commercial symbols and other indicia of trade origin of Buyer and its affiliates as may be
   1. necessary to produce the Products or fulfill its obligations under this Agreement and
   2. be designated from time to time by Buyer to Seller (collectively, the “Buyer Marks”).
   Seller is also permitted to use the Buyer Marks on customer lists that may be posted on Seller’s website or provided to potential customers and other third parties. Buyer will indemnify, hold harmless and defend Seller from and against any and all claims, suit, damage, cost, expense, demands, fine, liability or cause of action whatsoever, including all solicitor and their own client fees (collectively, “Damages”), on account of, relating to, or arising out of any claimed infringement of the rights of any third party due to the use of the Buyer Marks by Seller in accordance with the terms of this Agreement. 
2. If any material shall be specially manufactured or sold by the Seller to meet the Buyer’s specifications, the Buyer will indemnify, hold harmless and defend Seller from and against any and all Damages, on account of, relating to, or arising out of any claimed infringement of the rights of any third party due to the use of the Product by the Buyer, or the further use, distribution or sale of the Product by the Buyer. 

1. Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Products under this Agreement or any resale of the Products by Buyer (including any restrictions in respect of export to sanctioned countries). Buyer assumes all responsibility for shipments of Products requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes countervailing duties or any other penalties on Products.
2. Should the Buyer have regulatory requirements for a given Product that deviates from the regulatory requirements that apply to Seller’s standard Products (“Special Regulatory Requirements”), including any Buyer-requested Product specification that may trigger Special Regulatory Requirements, the Buyer agrees and confirms that it shall be responsible for ensuring that all Special Regulatory Requirements have been provided to the Seller in writing when submitting a purchase order. It is expressly agreed and acknowledged that the Seller shall not be held liable for any Product failing to meet the Special Regulatory Requirements of the Buyer should those requirements not be listed on the purchase order and acknowledged in writing by the Seller. In the event that the Buyer should fail to communicate the Special Regulatory Requirements to the Seller, the Buyer shall be responsible and shall indemnify, defend and hold harmless the Seller for all costs, losses and damages incurred by either the Buyer or the Seller in order to bring the Product in line with said regulatory requirements, including any resulting fines or fees, and for all work done to date.

1. The Seller warrants that for a period of 12 months from the date of delivery of the Product (the “Warranty Period”), the quality of the Product shall materially conform to specifications (specifically as to material and micron) as agreed upon in writing by the parties. THIS IS THE ONLY CONDITION, REPRESENTATION OR WARRANTY THE SELLER MAKES WITH RESPECT TO THE PRODUCTS (INCLUDING ANY ENGINEERING SERVICES). SUBJECT TO THE FOREGOING, ALL PRODUCTS AND SERVICES OF SELLER (INCLUDING ANY ENGINEERING SERVICES) ARE PROVIDED “AS IS” AND ALL OTHER CONDITIONS AND WARRANTIES, INCLUDING ANY
   1. CONDITION OR WARRANTY OF MERCHANTABILITY;
   2. CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;
   3. CONDITION OR WARRANTY OF TITLE; OR
   4. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR USE, ARE EXPRESSLY DISCLAIMED. 
2. Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Product. Third Party Products are not covered by the warranty set forth above. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY
   1. CONDITION OR WARRANTY OF MERCHANTABILITY;
   2. CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;
   3. CONDITION OR WARRANTY OF TITLE; OR
   4. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

1. Claims by the Buyer for
   1. delivery shortages or obvious defects in Products shall be deemed waived by the Buyer, and the Seller shall not be liable for the same, unless submitted in writing, with documented evidence of non-conformance, within thirty (30) days of receipt of shipment; and
   2. in the case of all other Product defects, within thirty (30) days of the date of Seller’s discovery of the defect or before the end of the Warranty Period, whichever occurs first.
   In the case of an alleged defect in the Product, Seller’s warranty is subject to the Seller’s reasonable verification of the Buyer’s claim that the Product does not conform to the limited warranty specified herein.
2. The Seller shall not be liable for a breach of the warranty set forth in Section 18 if:
   1. Buyer makes any further use of the Product after giving such notice;
   2. the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Product;
   3. the defect arises due to misuse, improper handling or installation, improper storage, use of unauthorized parts, unsuitable environmental conditions or inadequate or improper repair or preventative maintenance of the Products;
   4. the defect arises out of any specifications, designs, instructions, materials or components furnished by Buyer; or
   5. the defect arises out of Buyer’s or a third party’s alteration or repair of such Product.

1. The Seller’s obligation and entire liability and the Buyer’s sole and exclusive remedy for any claim or cause of action arising from or related to this Agreement, including a breach of the limited warranty specified herein, is limited to, at the discretion of the Seller,
   1. the repair or replacement of Product not conforming to the specifications as agreed upon by the parties (which in the case of Engineering Services shall mean re-performance of such services), or
   2. credit or refund of the price for such Product at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller’s expense, return such Product to Seller.
2. THE SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, DAMAGES RELATED TO LABOUR, DOWNTIME, LOSS OF PROFIT OR REVENUE, LOSS OF RETURN ON INVESTMENT, COST OF CAPITAL, LOSS OF OPERATING TIME OR PRODUCTION, LOSS OR REDUCTION OF USE OR VALUE OF ANY FACILITIES, EXPENSE OF REPLACEMENT PRODUCTS OR POWER, OR INCREASED COSTS OF OPERATIONS OR MAINTENANCE, OR EQUIVALENT THEREOF, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT (INCLUDING ANY BREACH OF WARRANTY OR NON-CONFORMANCE OR DEFECT IN THE PRODUCT OR ANY SERVICES), WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER OR SELLER, AND REGARDLESS OF WHETHER SUCH LIABILITY SHALL BE CLAIMED IN CONTRACT, WARRANTY, EQUITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. 
3. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY PRODUCTS (INCLUDING ANY ENGINEERING SERVICES) PROVIDED PURSUANT TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED
   1. IN THE CASE OF CLAIMS RELATING TO PRODUCTS (INCLUDING ANY ENGINEERING SERVICES), THE TOTAL AMOUNTS PAID TO SELLER FOR THE PRODUCTS THAT ARE THE SUBJECT OF THE CLAIM; AND
   2. FOR ALL OTHER CLAIMS ARISING OUT OF THIS AGREEMENT, THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCTS SOLD HEREUNDER OR $50,000, WHICHEVER IS LESS.
4. This Agreement gives Buyer specific legal rights. Buyer may also have other rights, which vary from state to state. Some states restrict limitations of implied or statutory warranties or other warranty conditions, so these limitations may not apply.

1. injunctive relief, or
2. equitable or other judicial relief to specifically enforce the provisions of this Agreement or to preserve the status quo prior to the event(s) leading to the Dispute.

1. materially breaches any term of this Agreement, subject to thirty (30) days’ prior written notice and opportunity to cure the breach; or
2. becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

1. if delivered by hand, when received, with signed confirmation of receipt;
2. if sent by a nationally recognized overnight courier, signature required, when received;
3. if sent by email, the day that a return email is received from the recipient (which email cannot be a ‘bounce-back’ email) and
4. if sent by certified or registered mail by the Canada Post Corporation or the U.S. Postal Service, return receipt requested and postage prepaid, on the fifth (5th) day after the date mailed.