1. APPLICABLE TERMS

This agreement governs the sale of equipment, components, parts, and materials provided by Cynomatic (“Products”). Any applicable addenda, these terms, Cynomatic proposal, price quote, purchase order, or acknowledgement issued by Cynomatic form the parties’ final agreement (“Agreement”). In the event of a conflict between these documents, precedence shall apply in accordance with the order listed in the previous sentence. Cynomatic’ proposal, offer or acceptance is conditioned on Buyer’s acceptance of this Agreement. Any additional or conflicting terms in Buyer’s request for proposal, specifications, purchase order or any other written or oral communication are not binding on Cynomatic unless separately signed by Cynomatic. Cynomatic’ failure to object to Buyer’s additional or conflicting terms does not operate as a waiver of any terms contained in this Agreement.

2. PRICING & PAYMENT

Prices and payment terms are:

(i) as stated in Cynomatic’ proposal, or if none are stated;

(ii) Cynomatic’ standard prices in effect when Cynomatic receives Buyer’s purchase order;

or if neither (i) or (ii) apply, then Cynomatic’ standard prices in effect when the Products ship.

(a) Payment. Unless stated in Cynomatic’ proposal, all payments are due net thirty (30) days from the invoice date in Canadian Dollars.

(b) Credit Approval. All orders are subject to credit approval by Cynomatic. Cynomatic may modify, suspend or withdraw the credit amount or payment terms at any time. If there is doubt as to Buyer’s financial condition, Cynomatic may withhold manufacturing or shipment, require cash payments, or require other satisfactory security. Cynomatic may recover shipped Products from the carrier pending such assurances.

(c) Installment Shipment. Where Products are delivered in shipments or only part of a shipment fails to comply with this Agreement, the Buyer may only reject the non-compliant portion. Buyer will separately pay for each shipment. If Cynomatic holds or stores Products for Buyer, it shall do so at Buyer’s sole risk and expense. (

d) Taxes, Shipping, Packing, Handling. Unless stated in writing by Cynomatic, Cynomatic’ prices exclude charges for freight, unloading, storage, insurance, taxes, excises, fees, duties or other government charges related to the Products. Buyer will pay these amounts or reimburse Cynomatic. If Buyer claims a tax or other exemption or direct payment permit, Buyer will provide a valid exemption certificate or permit and indemnify, defend and hold Cynomatic harmless from any taxes, costs and penalties arising from same. Cynomatic’ prices include the costs of its standard domestic packing only. Any packing deviation will be charged to Buyer. Increases, changes (including in application), adjustments or surcharges which may be incurred are for Buyer’s account.

(e) Late Payments. Late payments shall bear interest at an annual percentage rate of twelve percent (12%) or the highest rate allowed by law, whichever is lower.

(f) Disputed Invoice. If Buyer disputes all or any portion of an invoice, it must first deliver written notice to Cynomatic of the disputed amount and the basis for the dispute within fifteen (15) days of receiving the invoice. Failure of Buyer to timely notify Cynomatic of any dispute constitutes a waiver of Buyer’s claim. If Buyer only disputes a portion of the invoice, Buyer must pay the undisputed portion in accordance with Article 2(a). Upon resolution of the dispute, Buyer must pay the invoice or the remainder of the invoice, plus any accrued interest on the late payment.

(g) Suspension/Termination Right. Cynomatic may suspend work if an undisputed invoice is more than thirty (30) days past due. Cynomatic may terminate this Agreement if an undisputed invoice is more than sixty (60) days past due. Unless prohibited by law, Cynomatic may also terminate this Agreement immediately in the event of a material adverse change in Buyer’s financial condition including, but not limited to, bankruptcy, insolvency, liquidation or similar financial condition.

3. DELIVERY; TITLE; RISK OF LOSS

Products will be delivered F.O.B. Cynomatic point of shipment with title and risk of loss or damage passing to Buyer at that point. Buyer is responsible for all transportation, insurance and related expenses. The related expenses shall include any taxes, duties or documentation fees. Cynomatic may make partial shipments. Any shipping, delivery and installation dates are estimated dates only. Cynomatic is not liable for any loss or expense incurred by Buyer or Buyer’s customers if Cynomatic fails to meet its delivery schedule.

4. DEFERMENT AND CANCELLATION.

Buyer has no right to defer shipment but  may cancel this  Agreement on thirty (30) days written notice if Cynomatic has not already performed. If Buyer cancels this  Agreement, it shall pay all cancellation charges including, without limitation:

(i) the full price for any finished Product;

(ii) for partially completed product, the portion of the price determined to be due by Cynomatic  based on its percentage of completion of the Product;

(iii) reasonable overhead and profit; and (iv) any  payments due to subcontractors and/or suppliers for any materials, components or products ordered which  cannot be cancelled, refunded, or redirected for other beneficial use.

5. TRANSPORTATION AND STORAGE.

(a) When Products are ready for shipment, Cynomatic will: (i)  inform Buyer, and Buyer will then promptly give shipping instructions to Cynomatic; (ii) determine the  method of transportation and shipment routing; and (iii) ship the Products with freight prepaid by normal  transportation. If Buyer fails to provide timely shipping instructions, Cynomatic will ship the Products by  normal transportation means to Buyer or to a storage location selected by Cynomatic. Buyer will pay or  reimburse any excess transportation charges for special or expedited transportation. 

(b) If Products are placed into storage, delivery occurs and risk of loss transfers to Buyer when the Products  are placed on the carrier for shipment to the storage location. If the Products are to be stored in the facility  where manufactured, delivery occurs and risk of loss transfers to Buyer when placed in the storage location.  

Buyer will pay all Cynomatic’ storage expenses, including but not limited to, preparation for and placement  into storage, handling, freight, storage, inspection, preservation, maintenance, taxes and insurance, upon  receipt of an invoice(s) from Cynomatic. When conditions permit and upon payment to Cynomatic of all  amounts due, Buyer must arrange, at its expense, to remove the Products from storage. Buyer bears the  risk of loss, damage or destruction to Products in storage. 

6.  FORCE  MAJEURE  /  DELAYS.  

If  Cynomatic’  performance  is  delayed  by  any  cause  beyond  its  reasonable control (regardless of whether the cause was foreseeable), including without limitation acts of  God, strikes, labor shortage or disturbance, fire, accident, war, pandemic or civil disturbance, delays of  carriers,  cyber-attacks,  terrorist  attacks,  failure  of  normal  sources  of  supply,  or  acts  or  inaction  of  government, Cynomatic’ time of performance will be extended by a period equal to the length of the delay  plus any consequences of the delay. Cynomatic will notify Buyer within a reasonable time after becoming  aware of any such delay. 

7. BUYER’S REQUIREMENTS. Cynomatic’ performance is contingent upon Buyer timely fulfilling all of its  obligations under this Agreement. These obligations include  the Buyer supplying  all documents and  approvals needed for Cynomatic to perform, including but not limited to technical information and data,  drawing and document approvals, and necessary commercial documentation. Cynomatic may request a  change order for an equitable adjustment in prices and times for performance, as well as for any additional  costs or any delay resulting from the failure of Buyer or Buyer’s contractors, successors or assigns to meet  these obligations. 

8. INDEMNITY. Cynomatic and Buyer (each as an “Indemnitor”) shall indemnify the other (“Indemnitee”)  from and against all third-party claims alleging bodily injury, death or damage to a third party’s tangible  property, but only to the extent caused by the Indemnitor’s negligent acts or omissions. If the injury or  damage is caused by the parties’ joint or contributory negligence, the loss and/or expenses shall be borne  by each party in proportion to its degree of fault. No part of the Product(s) or Buyer’s site is considered third  party property.  

Indemnitee shall provide the Indemnitor with prompt written notice of any third-party claims covered by this  Article. Indemnitor has the unrestricted right to select and hire counsel and the exclusive right to conduct  the legal defense and/or settle the claim on the Indemnitee’s behalf. The Indemnitee shall not make any  admission(s) which might be prejudicial to the Indemnitor and shall not enter into a settlement without the  express permission of the Indemnitor. 

9. WARRANTIES.

(a) Warranties. Cynomatic warrants that:

(i) each Product is free from defects in material  and  workmanship;  

(ii)  each  Product  materially  conforms  to  Cynomatic’  and/or  original  equipment  manufacturer (OEM) specifications that are attached to, or expressly incorporated into this Agreement; and 

(iii) at the time of delivery, Cynomatic has title to each Product free and clear of liens and encumbrances (collectively, the “Warranties”). The Warranties do not apply to software furnished by Cynomatic. The sole  and exclusive warranties for any software are set forth in the applicable Software License/Warranty  Addendum

(b) Conditions to the Warranties. The Warranties are conditioned on:

(i) no repairs, modifications or  alterations being made to the Product other than by Cynomatic or its authorized representatives;

(ii) Buyer  handling,  using,  storing,  installing,  operating  and  maintaining  the  Product  in  compliance  with  any  parameters or instructions in any specifications attached to, or incorporated into this Agreement;

(iii)  compliance with all generally accepted industry standards;

(iv) Buyer discontinuing use of the Product after  it has, or should have had, knowledge of any defect;

(v) Buyer providing prompt written notice of any  warranty claims within the warranty period described below;

(vi) at Cynomatic’ discretion, Buyer either 

removing and shipping the Product or non-conforming part thereof to Cynomatic, at Buyer’s expense, or  granting Cynomatic and/or OEM representative reasonable access to the Products to assess the warranty  claims; (vii) Product not having been subjected to accident (including force majeure), alteration, abuse or  misuse; and (viii) Buyer not being in default of any payment obligation.  

(c) Exclusions from Warranty Coverage. The Warranties do not apply to any equipment not provided by  Cynomatic under this Agreement.  Any Product that is described as being experimental, developmental, prototype, or pilot is specifically  excluded from the Warranties and is provided to Buyer “as is” with no warranties of any kind. Normal wear  and tear is excluded, including any expendable items that comprise part of the Product (such as fuses, light  bulbs and lamps). Cynomatic does not warrant or guarantee that any Product will be secure from cyber  threats, hacking or similar malicious activity. Products that are networked, connected to the internet, or  otherwise connected to computers or other devices must be appropriately protected by Buyer and/or end  user against unauthorized access. 

(d) Warranty Period. Buyer must provide written notice of any claims for breach of Warranties by the earlier  of twelve (12) months  from initial  operation  of the  Product or  eighteen (18)  months from shipment.  Additionally, absent written notice within the warranty period, any use or possession of the Product after  expiration of the warranty period is conclusive evidence that the Warranties have been satisfied. 

(e) Remedies. Buyer’s sole and exclusive remedies for breach of the Warranties are limited, at Cynomatic’  discretion, to repair or replacement of the Product, or its non-conforming parts, within a reasonable time  period, or refund of all or part of the purchase price. The warranty on repaired or replaced parts is limited  to the remainder of the original warranty period. Unless Cynomatic agrees otherwise in writing, Buyer will  be responsible for any costs associated with: (i) gaining access to the Product; (ii) removal, disassembly,  replacement, installation, or reinstallation of any equipment, materials or structures to permit Cynomatic  and/or OEM representative to perform its warranty obligations; (iii) transportation to and from the Cynomatic  factory or repair facility; and (iv) damage to equipment components or parts resulting in whole or in part  from non-compliance by the Buyer with Article 9(b) or from their deteriorated condition. All exchanged  Products replaced under this Warranty will become the property of Cynomatic and/or OEM. 

(f) Transferability. The Warranties are only transferable during the warranty period and only to the Product’s  initial end-user. 

(g) the warranties in this article 9 are cynomatic’ sole and exclusive warranties,  conditions and guarantees and are subject to the limits of liability in article 10  below.  cynomatic  makes  no  other  warranties,  express  or  implied,  including,  without limitation, warranties of merchant-ability or fitness for a particular  purpose, course of dealing and usage of trade.

10. LIMITATION OF LIABILITY.  

notwithstanding  anything  in  this  agreement  to  the  contrary,   cynomatic   is   not   liable,   whether   based   in   contract   (including  fundamental  breach),  warranty,  tort  (including  negligence),  strict  liability,  indemnity or any other legal or equitable theory, for: loss of use, revenue,  savings, profit, interest, goodwill or opportunity, costs of capital, costs of replacement or substitute use or performance, loss of information and data,  loss or damage to property or equipment, loss of power, voltage irregularities  or frequency fluctuation, claims arising from buyer’s third party contracts, or  for  any  type  of  indirect,  special,  liquidated,  punitive,  exemplary,  collateral,  incidental or consequential damages, or for any other loss or cost of a similar  type.  cynomatic’ maximum liability under this agreement is the actual purchase price received by cynomatic for the product that gave rise to the claim.  the limitations of liability in this agreement represent the agreed and bargained for understanding of the parties.  buyer  agrees  that  the  exclusions  and  limitations  in  this  article  10  will  prevail  over  any  conflicting  terms  and  conditions in this agreement and must be given full force and effect, whether or  not  any  or  all  such  remedies  are  determined  to  have  failed  of  their essential purpose. these limitations of liability are effective even if cynomatic has been advised by buyer of the possibility of such damages. the waivers and disclaimers of liability, releases from liability and limitations on liability expressed in this article 10 extend to cynomatic’ affiliates, partners, principals, shareholders, directors, officers, employees, suppliers, agents, and successors and assigns.

11. PATENT AND COPYRIGHT INFRINGEMENT.

Cynomatic will, at its option and expense, defend or  settle any suit or proceeding brought against Buyer based on an allegation that any Product or use thereof  for its intended purpose constitutes an infringement of any Patent Cooperation Treaty country member’s  patent or misappropriation of a third party’s trade secret or copyright in the country where the Product is  delivered by Cynomatic. Buyer will promptly give Cynomatic written notice of the suit or proceeding and the authority, information, and assistance needed to defend the claims. Cynomatic shall have the full and exclusive authority to defend and settle such claim(s) and will pay the damages and costs awarded in any suit or proceeding so defended. Buyer shall not make any admission(s) which might be prejudicial to Cynomatic and shall not enter into a settlement without Cynomatic’ consent. Cynomatic is not responsible for any settlement made without its prior written consent. If the Product, or any part thereof, as a result of  any suit or proceeding so defended is held to constitute infringement or its use by Buyer is enjoined,  Cynomatic will, at its option and expense, either: (i) procure for Buyer the right to continue using said  Product; (ii) replace it with substantially equivalent no infringing Product; or (iii) modify the Product so it is  non-infringing.  

Cynomatic will have no duty or obligation under this Article 11 if the Product is: (i) supplied according to  Buyer’s design or instructions and compliance therewith has caused Cynomatic to deviate from its normal  course of performance; (ii) modified by Buyer or its contractors after delivery; or (iii) combined by Buyer or  its contractors with devices, methods, systems or processes not furnished hereunder and by reason of said  design, instruction, modification, or combination a suit is brought against Buyer. In addition, if by reason of such design, instruction, modification or combination, a suit or proceeding is brought against Cynomatic,  Buyer must protect Cynomatic in the same manner and to the same extent that Cynomatic has agreed to  protect Buyer under this Article 11. 

This article  11  is  an  exclusive  statement  of  cynomatic’  duties  and  buyer’s  remedies  relating  to  patents,  trade  secrets  and  copyrights,  and  direct  or  contributory infringement thereof. 

12. CONFIDENTIALITY.

(a) Both during and after the term of this Agreement, the parties will treat as  confidential all information obtained from the disclosing party and all information compiled or generated by  the disclosing party under this Agreement for the receiving party, including but not limited to business  information, manufacturing information, technical data, drawings, flow charts, program listings, software  code, and other software, plans and projections. Neither party may disclose or refer to the work to be performed under this Agreement in any manner that identifies the other party without advance written  permission. However, Cynomatic has the right to share confidential information with its affiliates and subcontractors, provided those recipients are subject to the same confidentiality obligations set forth herein. 

(b) Nothing in this Agreement requires a party to treat as confidential any information which: (i) is or  becomes generally known to the public, without the fault of the receiving party; (ii) is disclosed to the  receiving party, without obligation of confidentiality, by a third party having the right to make such disclosure;  (iii) was previously known to the receiving party, without obligation of confidentiality, which fact can be  demonstrated by means of documents which are in the possession of the receiving party upon the date of  this Agreement; (iv) was independently developed by receiving party or its representatives, as evidenced  by written records, without the use of disclosure’s confidential information; or (v) is required to be disclosed  by law, except to the extent eligible for special treatment under an appropriate protective order, provided  that the party required to disclose by law will promptly advise the originating party of any requirement to  make such disclosure to allow the originating party the opportunity to obtain a protective order and assist  the originating party in so doing.

  (c) It is Cynomatic’ policy not to unlawfully or improperly receive or use confidential information, including  trade secrets, belonging to others. This policy precludes Cynomatic from obtaining, directly or indirectly  from any employee, contractor, or other individual rendering services to Cynomatic confidential information  of a prior employer, client or any other person which such employee, contractor, or individual is under an  obligation not to disclose. Buyer agrees to abide by this policy

13. COMPLIANCE WITH LAWS.

The parties agree to comply with all applicable laws and regulations,  including but not limited to those relating to the manufacture, purchase, resale, exportation, transfer,  assignment or use of the Products. 

4. CHANGES IN WORK.

No change will be made to the scope of work unless Buyer and Cynomatic agree  in writing to the change and any resulting price, schedule or other contractual modifications. If any change  to any  law, rule, regulation, order, code, standard  or requirement  impacts Cynomatic’ obligations or  performance under this Agreement, Cynomatic may request a change order for an equitable adjustment in  the price and time of performance. 

15. NON-WAIVER.

Any waiver by a party of strict compliance with this Agreement must be in writing, and  any failure by the parties to require strict compliance in one instance will not waive its right to insist on strict  compliance thereafter. 

16. MODIFICATION OF TERMS.

This Agreement may only be modified by a written instrument signed by  authorized representatives of both parties. 

17. ASSIGNMENT.

Neither party may assign all or part of this Agreement, or any rights or obligations under  this Agreement, without the prior written consent of the other; but either party may assign its rights and  obligations, without recourse or consent, to any parent, wholly owned subsidiary, or affiliate or affiliate’s  successor organization (whether as a result of reorganization, restructuring or sale of substantially all of a  party’s assets). However, Buyer shall not assign this  

Agreement to: a competitor of Cynomatic; an entity in litigation with Cynomatic; or an entity lacking the  financial capability to satisfy Buyer’s obligations. Any assignee expressly assumes the performance of any  obligation assigned. Cynomatic may grant a security interest in this Agreement and/or assign proceeds of  this Agreement without Buyer’s consent. 

18. APPLICABLE LAW AND JURISDICTION.  

This  Agreement  is  governed  by  and  construed  in  accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein,  without regard to its conflict of laws principles. The application of the United Nations Convention on  Contracts for the International Sale of Goods is excluded. Each party agrees that claims and disputes  arising out of this Agreement must be decided exclusively in a federal or provincial court of competent  jurisdiction located in a province in which either Buyer or Cynomatic maintains its principal place of

business. Each party submits to the personal jurisdiction of such courts for the purpose of litigating any  claims or disputes. 

19. SEVERABILITY.

If any provision  of this Agreement  is held  invalid,  illegal or unenforceable,  the  remaining provisions will not in any way be affected or impaired. A court may modify the invalid, illegal or  unenforceable provision to reflect, as closely as possible, the parties’ original intent. 

20. EXPORT / IMPORT COMPLIANCE.

Buyer acknowledges that Cynomatic is required to comply with  applicable export /import laws and regulations relating to the sale, export, import, transfer, assignment,  disposal and use of the Products, including any export / import license requirements. Buyer agrees that  Products will not at any time directly or indirectly be used, exported, imported, sold, transferred, assigned  or otherwise disposed of in a manner which will result in non-compliance with any applicable Canadian or,  to the extent permissible under Canadian law, U.S. export / import laws and regulations. Cynomatic’  continuing performance hereunder is conditioned on compliance with such export / import laws and  regulations at all times. 

21. PRODUCT RETURNS.

Prior to the return of any Product to Cynomatic and/or OEM, Buyer must identify  the Product or portion thereof and obtain written authorization and shipping instructions from Cynomatic  and/or OEM. Cynomatic has the right, in its sole discretion, to permit or reject any such return. Cynomatic’  authorization to return any Product to Cynomatic does not relieve Buyer of its obligation to pay for such  Product.   Upon   receipt,   inspection,   and   acceptance   of   the   Product   by   Cynomatic   and/or   OEM  representative, Cynomatic will issue a credit memo to Buyer, less applicable re-stocking fees. Cynomatic  and/or OEM reserves the right to reject any hazardous material. 

22. NUCLEAR.

Unless expressly authorized in writing by Cynomatic, the Products must not be used in or  in connection with a nuclear facility or application. If Buyer uses any Product in connection with any nuclear  facility or activity, it does so at its own risk and Buyer will indemnify, defend and hold Cynomatic harmless,  and waives and will require its insurers to waive all right of recovery against Cynomatic for any damage,  loss, destruction, injury or death resulting from a “nuclear incident,” as defined in the Nuclear Liability and  Compensation Act, as amended, whether or not due to Cynomatic’ negligence. Cynomatic’ consent to  Buyer’s use of the Product in connection with any nuclear facility or application will be subject to additional  terms and conditions that Cynomatic deems necessary to protect its interests. 

23.   SURVIVAL.  

The  articles  titled  “Patent   and   Copyright  Infringement,”   “Limitation  of   Liability,”  “Confidentiality,”  “Delivery;  Title;  Risk  of  Loss,”  “Export  /  Import  Compliance,”  and  “Nuclear”  survive  termination, expiration or cancellation  of this Agreement