Cynomatic Terms & Conditions

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.

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