1. General – No understanding, waiver, alteration or modification of any of the provisions hereof, shall be binding upon Can-Technologies Inc. unless notified to in writing by an authorized representative of Can-Technologies. Handbooks and catalogs supply general information and are not considered offers to sell on the part of Can-Technologies. Orders are accepted subject to Can-Technologies’ terms, conditions, and price provisions in effect at the time the order is accepted. Equipment held by Can-Technologies for Buyer is held at Buyer’s risk and expense. The acceptance of our tender includes the acceptance of the following terms and conditions. No departure from the terms of sale is to be made except upon written confirmation signed by both contracting parties.

2. Performance – Any performance figures given by Can-Technologies are based upon Can-Technologies’ experience. These figures are expected to be obtained on tests we conduct in similar applications. We shall be under no liability whatsoever, whether for damages or otherwise for failure to attain such figures unless we have specifically guaranteed and warranted such performance figures subject to the applicable recognized tolerance.

3. Delivery – Shipping promises are made in good faith; shipping dates given to the customer in any manner, are approximate. Any times quoted for delivery are to be treated as estimates only, not involving Can-Technologies in any liability for failure to deliver within such time, unless specifically agreed in writing. Any strikes, civil commotion, act of rebellion, force major, accidents or damage at our works or our subcontractors’ works, as well as all other accidents which might impair either the fabrication at our suppliers or the dispatch thereof or which might give the suppliers’ works the rights not to effect delivery to us pursuant to their terms of delivery, would entitle Can-Technologies to withdraw from this contract. In every such case Can-Technologies is released entirely from its liability to delivery. No penalties and no indemnification whatsoever for delayed delivery or non-delivery or fault and/or defective delivery may be claimed against Can-Technologies.

Can-Technologies default F.O.B. is Cambridge, Ontario unless otherwise is agreed and written prior to the award of the project.

4. Warranty – Can-Technologies provide warranty support on the delivered system on a Time and Material basis per Can-Technologies T&M Rates.

Warranty support will be addressed Monday to Friday during normal business hours.

Emergency support services are available based on Can-Technologies support contract.

Can-Technologies will transfer all third party hardware and software warranties from the manufacturer directly to the client upon delivery of the system.

5. Damages in Transit – Can-Technologies will not be liable for goods damaged in transit.

6. Terms – Except as may otherwise be stated in quotations, terms to customers of satisfactory credit are thirty (30) days net from date of invoice. If buyer defaults when any payment is due, then the whole contract price shall become due and payable upon demand. Can-Technologies, at its option, reserves the right to defer delivery or cancel the contract for sale. Pro rata payments shall become due as shipments are made. If shipments are delayed by Buyer, payments shall become due on the date when Can-Technologies is prepared to make shipment. If the work to be performed hereunder is delayed by the Buyer, payments shall be made based on the purchase price and the percentage of completion. Equipment held for Buyer shall be at the risk and expense of Buyer. If the financial condition of Buyer at any time does not, in the judgment of Can-Technologies, justify continuance of the work to be performed by Can-Technologies hereunder on the terms of payment agreed upon, Can-Technologies may require full or partial payment in advance or shall be entitled to cancel any order then outstanding and shall receive reimbursement for its reasonable and proper cancellation charges. In the event of bankruptcy or insolvency of Buyer or in the event any proceeding is brought against Buyer, voluntarily or involuntarily, under bankruptcy or any insolvency laws, Can-Technologies shall be entitled to cancel any order then outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for its reasonable and proper cancellation charges. The rights of Can-Technologies under this paragraph are cumulative and in addition to all rights available to Can-Technologies at law or in equity.

7. Sales and Similar Taxes – Can-Technologies’ prices do not include sales, use, excise or similar taxes. Consequently, in addition to the price specified herein, the amount of any present or future sales, use, excise or other similar tax applicable to the sale or use of the equipment hereunder shall be paid by Buyer.

8. Cancellation – Cancellation may be made only upon written notice by Buyer. Cancellations shall be subject to the following conditions:

• Cancellation charges on items having labor or material costs accountable to them will be calculated on the basis of labor, material and vendor restocking charges applied to the item plus ten (10) percent of the net selling price of those items involved.
• There will be no charge for cancellation of unprocessed orders/items provided no work has been done on them. If engineering or other work has been done, charges will be incurred as shown in Paragraph (a) above.

9. Limitations of Liability and Indemnities

• In no event, whether as a result of breach of contract, warranty, tort (including negligence) or otherwise, shall Can-Technologies or its suppliers be liable for any special, consequential, incidental or penal damages including, but not limited to, loss of profit or revenues, loss of use of the products or any associated equipment, damage to associated equipment, cost of capital cost of substitute products, facilities, services or replacement power, down time costs, or claims of Buyer’s customers for such damages. If Buyer transfers title to or leases the products sold hereunder to any third party, Buyer shall obtain from such third party a provision affording Can-Technologies and its suppliers the protection of this article.
• In no event, whether as a result of breach of contract, warranty, tort (including negligence) or otherwise, shall Can-Technologies’ liability to Buyer for any loss or damage arising out of, or resulting from this agreement, or from its performance or breach, or from the products or services furnished hereunder, exceed the price of the specific product or service which gives rise to the claim. Except as to title, any such liability shall terminate upon the expiration of the warranty period specified in Article 4, “Warranty”.
• If Can-Technologies furnished Buyer with advice or other assistance which concerns any product supplied hereunder or any system or equipment in which any such product may be installed and which is not required pursuant to this agreement, the furnishing of such advice or assistance will not subject Can-Technologies to any liability, whether in contract, warranty, tort (including negligence) or otherwise.
• The invalidity, in whole or in part, of any of the foregoing paragraphs will not affect the remainder of such paragraph or any other paragraph in this article.

10. Property of the Goods Delivered

• The risk in such goods shall, pass to the Buyer immediately upon delivery.
• Until fully paid for, Buyer shall keep the goods at the address stated by him on the invoice and shall not remove them or permit them to be removed there from nor delivery possession thereof to any third party, without Can-Technologies’ prior written consent and then only to such address as is specified in such consent.

11. Modifications – Can-Technologies reserves the right to modify the design of any drawings referred to in the quotation provided that modification will not result in any increased charge to Buyer and that as a result thereof the goods would be equal in performance to those stipulated in the contract or be more efficient but they shall under no circumstances whatsoever be less efficient than those stipulated in the contract.

12. Quotations and Prices – All written quotations automatically expire thirty (30) days from the date quoted unless accepted within the thirty (30) days. However, all quotations are subject to change without notice within this thirty-day period. Verbal quotations expire the same day they are made. In order for quotations to be binding, the quotations must list the quantities. Prices shown in any Can-Technologies publication are subject to change without notice. Such literature is maintained only as a source of general information, and any prices shown therein are subject to confirmation with a specific quotation. All clerical errors are subject to correction. Should the prices charged by our suppliers change, by reason of increased labor costs, increased raw material cost, or any other reason, we reserve the right to re-negotiate our prices.

13. Shipping Weights and Dimensions – Published weights, are careful estimates but are not guaranteed. Dimensions shown in Can-Technologies publications are approximate. Certified dimension drawings can be obtained upon request.

14. Return of Equipment – Authority for return of equipment, whether under Warranty Clause or otherwise must be obtained from Can-Technologies. Such authority shall be granted for each reasonable request. Unless such authority has been granted, shipment will be refused. All equipment returned should include reference to all pertinent order information for that equipment to include order, part, model and serial numbers as well as details of the system from which the equipment was removed when appropriate. Cost for placing equipment returned for credit in a salable condition will be charged to Buyer, except for, and Can-Technologies will pay return transportation only for, those returns based upon conditions or circumstances for which Can-Technologies is responsible by the terms and conditions herein. Only unused apparatus and material currently manufactured by Can-Technologies which has been invoiced to the purchaser within one year of his request to return same, will be considered for return. Material accepted for return is subject to a minimum service charge of $30.00 or 5% of the billing invoice, whichever is greater, plus all transportation charges incurred by Can-Technologies.

15. Substitutes – Can-Technologies may furnish suitable substitutes for materials or products unobtainable because of priorities or regulations established by governmental authority or non-availability of materials or products from suppliers. Can-Technologies assumes no liability for deviation from published dimensions and descriptive information not essential to proper performance of the product.

16. Non-Solicitation – The client agrees, during the term of this project and for 12 months after its completion, not to solicit for employment, contracting, sub-contacting or any type of work interaction with any employees of Can-Technologies who has been involved in any project(s) with [Client Name]. Should the client breach this term and attempt to use directly or indirectly the services of such employee(s), the client agrees to pay Can-Technologies CAD$300,000.00 per employee involved in this scenario, such amount being due and payable on the date of the breach. The client acknowledges that such amount represents the reasonable expected damages that Can-Technologies would suffer as a result of losing such employee(s) and having to recruit and train additional personnel.

17. Changes to Scope of Work – Any additional requirements outside of the scope of work laid out in the proposal can be quoted as fixed price or on a Time and Materials basis per Can-Technologies T&M Rates.