DEFINITIONS

1. Definitions: “Agreement” means Quote and these terms and conditions; “Change Order” means an amended, re-issued, updated, changed or new Quote to which this Agreement will apply to the same extent as to the initial Quote; “Delivery Date” means delivery date and/or delivery schedule stated in the Quote, or if no delivery date is stated in the Quote, the Parties will agree on the delivery date and/or delivery schedule, which shall be confirmed in writing; “Invoice Date” means date the Seller’s invoice was issued;  “Party” means either Seller or Purchaser, and collectively the “Parties”; “Purchaser” means the company or person to which/whom the Quote was issued; “Quote” means Seller’s  Quote and/or Acknowledgment of Order  issued to the Purchaser; “Representatives” means either Seller or Purchaser or/and their respective affiliates, subsidiaries, officers, directors, employees, managers, sales representatives, shareholders, advisors, subcontractors, contractors, and agents;  “Reseller Purchaser” means Purchaser who orders Work with intention or for the purpose of reselling, brokering, distribution or otherwise delivering the Work to a third party, regardless of whether the actual reselling of the Work takes place or not. “Seller” means Albarrie Canada Limited, Albarrie Environmental Services Limited, or Albarrie GeoComposite Limited, and/or affiliate or subsidiary of the aforementioned entities; “Services” means the portion of the Work that is related to the provision of services and includes (but not limited to) any of the following: training, filtration services, baghouse maintenance, inspections, and high efficiency cleaning (“HEC”); “Work Site” means Purchaser’s facility, baghouse(s) or other location(s) as directed by the Purchaser for delivery or performance of the Work; “Work” means and may include all or some of the equipment, materials, goods, and parts (standard or specific), deliverables, and Services,  which are manufactured or provided directly by the Seller to the Purchaser, but specifically for the purposes of Sections 10 and 11 of this Agreement, excludes any and all cages and goods not manufactured by the Seller; and capitalized words have the meaning ascribed to them elsewhere in this Agreement.

AGREEMENT

2. Agreement:  These Terms and Conditions, together with the Quote, constitute the entire Agreement between the Purchaser and the If there is any discrepancy between the Quote and these Terms and Conditions, these Terms and Conditions prevail. Unless a prior written agreement between Parties with respect to the Work was executed by the Executive Director of the Seller, this Agreement will prevail over any prior agreements between the Parties. Purchaser’s acceptance of this Agreement shall be deemed to conclusively evidence Purchaser’s agreement to this Agreement. Unless stated otherwise, all rights and remedies of the Seller in relation to the Purchaser also apply to the Reseller Purchaser, and obligations and liabilities (but not rights) of the Purchaser under this Agreement also apply to the Reseller Purchaser.

ACCEPTANCE

3. Acceptance of the Agreement: This Agreement can be accepted by either:
   • the Purchaser signing the Quote and returning it to the Seller; or, if the signed Quote is not received by the Seller by the Quote validity date, (as stated on the face of the Quote)
   • the Purchaser taking steps towards the commencement of or exercise of any rights, obligations, interests or steps, including, but not limited to, providing directions or instructions to the Seller, and/or the act of issuing a purchase order or other procurement document by the Purchaser, shall constitute and be deemed to conclusively evidence Purchaser’s unqualified and unconditional acceptance and agreement to this Agreement. Without limiting the generality of the foregoing, an email from the Purchaser or the Purchaser’s Representative directing to proceed with the order, shall constitute a procurement document for the purposes of accepting this Agreement.
   • the Purchaser represents and warrants that the person signing the Quote or issuing a purchase order or other procurement document or taking steps in commencement of this Agreement on behalf of the Purchaser has the authority to bind the Purchaser.
   • All terms and provisions contained in any purchase order, terms or conditions or other documents issued by the Purchaser are hereby objected to and expressly rejected and, further, deemed to be null and void.
   • Any modifications, amendments, additions, or other alterations to the Agreement are null and void, and despite any such modifications, even if endorsed, initialled, or signed by the Seller’s Representative, other than the Executive Director, the Purchaser is deemed to have accepted the unmodified Agreement.

DELIVERY

4. Delivery of Work: Subject to Section 5 of this Agreement, Purchaser agrees to accept the delivery and/or pick up the Work provided by the Seller pursuant to this Agreement no later than ten (10) calendar days from the Delivery Date. If the Purchaser fails to meet its obligations under this Section 4 of this Agreement, Seller may, by written notice of default to the Purchaser, and upon expiry of ten (10) calendar days following notice without remedy, (i) terminate this Agreement in whole or in part, and, in its sole discretion, re-sell, deconstruct, destroy or otherwise dispose of the Work provided under this Agreement and the Purchaser shall be liable to the Seller for all direct and indirect losses and costs that the Seller may incur as a result of the Purchaser’s failure to accept delivery; and/or (ii) require Purchaser to pay storage and/or restocking costs, which costs will be invoiced to the Purchaser monthly and shall be equal to the Seller’s actual costs plus twenty five percent (25%). In its sole discretion, the Seller reserves the right to move the storage location of any Work. If the Reseller Purchaser fails to meet its obligations under this Section 4 of this Agreement, the Seller may, by written notice of default to the Reseller Purchaser, and upon expiry of one (1) business day following notice without remedy, in addition to the same relief as against the Purchaser stated in this Section 4, leave the delivery of any Work at or near the Work Site. Delivery dates are approximate. Seller may exercise its commercially reasonable efforts to deliver within the time quoted, but does not guarantee to do so, and shall not be held liable for breach of contract or any loss or damage caused by the delay in delivery irrespective of the cause of such delay.

SHIPMENT, CREDIT & SECURITY

5. Shipment, Credit and Security:
   • Unless expressly stated in the Quote, the Purchaser understands and acknowledges that the price does not include shipping and freight costs. Upon request, Seller will provide a shipping quote. If not requested or a shipping quote is not accepted, the Purchaser will arrange its own freight to site. The Seller shall not be liable for any delay resulting from the Purchaser’s decision or failure to request or accept Seller’s shipping quote or for arranging its own freight.
   • Shipments and delivery of Work shall at all times be subject to the approval by the Seller of the Purchaser’s credit and the Seller reserves the right, even after partial shipment or partial payment on account of this Agreement, to require from the Purchaser satisfactory security for the due performance of the Purchaser’s continuing obligations. Upon request of the Seller, the Purchaser shall provide such security to the Seller as may be requested from time to time.
   • The Seller makes no assurance or guarantee regarding any amount of credit to be extended to the Purchaser or the continuation of such credit. And where such credit is so extended, the Seller reserves the right, in its sole discretion, to amend, decrease, increase or terminate such credit at any time.

OWNERSHIP

6. Title, Ownership and Risk of Loss: Risk of loss to the Work shall pass to the Purchaser as per the agreed Incoterms on the Quote. Title of goods shall pass to the Purchaser upon payment in full of invoice(s) related to the Work.

PAYMENT

7. Payment:
   • If the deposit date(s), milestone or progress payments and/or times for payment of same are stipulated on the face of the Quote, the Purchaser agrees to pay the amounts and at times as stated in the Quote. The Seller will issue a final invoice to the Purchaser upon completion of the Agreement and credit all payments paid by the Purchaser in accordance with the terms of the Quote.
   • If the Quote is silent on the payment terms, the Seller will furnish invoice to the Purchaser when the Work is ready for delivery and/or upon completion of the Agreement, and the Purchaser shall pay the invoice on the terms of net thirty (30) days from the Invoice Date.
   • Should the Purchaser be in arrears on any of its payment obligations, the Seller reserves the right to suspend or continue with this Agreement, in which event, the Seller shall not be liable to meet the Delivery Date or any of the Seller’s obligations under this Agreement, until such arrears are cured by the Purchaser and a new Delivery Date is negotiated. For systematic lateness in payment obligations, the Seller reserves the right to require the Purchaser to make a full payment prior to resuming the Agreement. All and any payment obligations of the Purchaser under this Agreement shall survive the Purchaser’s bankruptcy and/or insolvency. A compounding interest rate of ten percent (10%) per annum will accrue on a daily basis and apply from the due date for payment on any unpaid amount until actual payment in full.

PRICE ADJUSTMENTS

8. Price Adjustments: All prices and charges are subject to change without notice. Should any governing body, either federal and/or provincial/state government bodies, impose tariffs on the Work prior to passing of title of such Work to Purchaser, Seller reserves the right to charge at its discretion, such tariffs to Purchaser. If, after issuance of the Quote, the cost of materials, labour or freight significantly increase, through no fault of the Seller, the price of the Work, including per unit price, manufacturing, and Work Site related Services, shall be equitably adjusted by an amount reasonably necessary to recover any such significant cost increases. A significant cost increase shall mean any increase in the cost of materials, labour, or freight at or exceeding ten percent (10%) experienced by the Seller from the date of issuance of the initial Quote. Such increase shall be documented and submitted in the form of a Change Order.

TAXES

9. Taxes:  Unless expressly stated otherwise or prohibited by law, prices do not include sales, use, excise or similar taxes, duties and fees, including but not limited to harmonized sales tax and goods and services tax, which shall be the sole responsibility of the Purchaser. The Purchasers in the United States of America are required to provide to the Seller Sales Tax or Resale Exemption Certificate at the time of placing a purchase order, or, on the alternative, be solely responsible to self-accrue and remit sales and/or use tax to the Purchase’s State. If Seller should be required to pay such taxes, duties or fees, the Purchaser shall immediately repay to the Seller the amount of each such tax, duties, or fees.

ACCEPTANCE

10. Acceptance and Inspection.

• The Purchaser shall have five (5) business days from the Delivery Date to inspect and notify the Seller in writing of any defects or any failure of the Work to conform to the requirements of this Agreement. The Purchaser shall accept minor variations in dimensions or other variance from specifications so long as there is no impairment of function or useful life of the Work. Unless stated otherwise in the Quote, all claims by Purchaser for shortages in a shipment of Work or Work damaged in transit must be made against the carrier. All claims by Purchaser against Seller for nonconforming Work and claims for shortages in a shipment or damaged Work (other than claims to be made against the carrier) must be made in writing to Seller within five (5) business days from the Delivery Date or Purchaser shall be deemed to have accepted such Work and any claims for nonconforming Work shall be waived.
• Nothing in the Section 10 (i) shall apply to the Services. The Purchaser may inspect and notify in writing Seller of any defect in workmanship for the Services prior to the commencement of demobilization of the Seller’s Representatives. Notwithstanding Purchaser’s failure to inspect, the Services shall be deemed conforming and accepted by the Purchaser at the commencement of demobilization of the Seller’s Representatives.
• Nothing in the Section 10 (i) shall apply to the Work ordered by the Reseller Purchaser and items excluded from the Work. The Purchaser ordering items excluded from the Work undertakes to accept such excluded items on as is basis. The Reseller Purchaser shall have no inspection rights and accept the Work on as is basis.

WARRANTIES

11. Warranties:
    • Notwithstanding anything to the contrary in this Agreement, nothing in Section 11 (ii) and Section 11 (iii) applies to  the Work sold to the Reseller Purchaser irrespective of the location or legal ownership of the Work Site. The Seller expressly disclaims and provides no warranties or representations of any kind, whether statutory, express, or implied to the Reseller Purchaser.
    • The Seller represents and warrants that the Services will be performed in good and workmanlike manner. In accordance with Section 10 (ii) of this Agreement, all warranty claims for Services are deemed waived upon acceptance by the Purchaser.
    • For the purposes of this Section 11(iii) Work excludes Services. The Seller represents and warrants that the Work provided under this Agreement is free from defects in material and workmanship for the period of twelve (12) months from the Delivery Date (the “Warranty Period“). To exercise its rights under the warranty, the Purchaser shall notify the Seller in writing of any defect in material or workmanship within the Warranty Period. Within a commercially reasonable time after such notification, the Seller will attempt to cure any defect in material or workmanship with either new or used replacement parts. If defects are to be cured following the inspection of the Work pursuant to Section 10(i) of this Agreement, such Work is to be replaced with new parts only. The Purchaser shall be responsible for all costs of installation of repaired or replaced parts, including, but not limited to the costs of transportation, equipment rental, and providing access to the Work Site or to the Work to be so replaced or repaired. If the Seller is unable to repair the Work, the Seller, at its sole discretion, will provide the following: (i) a replacement, new or used or (ii) a refund for the portion of the defective Work, less taxes, reasonable wear and tear and disbursements. If the Seller determines that any warranty claim is not covered by its warranty set out under this Section 11 (iii), the Purchaser shall pay to the Seller for any repair or replacement made by the Seller. Any modifications or repairs to the Work sold to the Purchaser shall void any and all warranties under this Agreement unless such modifications or repairs are performed by either the Seller or the Seller’s Representatives. The Seller’s warranty does not cover damage caused by chemical attack or abrasive material, misuse, or improper operation, and is conditioned on the Purchaser not being in default of any payment obligation under this Agreement. The remedies provided herein are the exclusive remedies available under the warranty and are intended for the sole benefit of the Purchaser and the Purchaser alone. The Seller shall have no liability under the warranty to any third party. No other warranties, whether statutory, express, or implied, including warranties of merchantability and fitness for a particular purpose and warranties arising from course of dealing or usage of trade, shall apply to the Work. The Seller further disclaims and provides no representations or warranties, express or implied, of any kind for items excluded from Work and beyond the Warranty Period.

OPERATION

12. Operation: The Purchaser shall, at all times be solely responsible for a proper application, operation and maintenance of the Work provided by the Seller under this Agreement. The Seller may offer written or verbal recommendations on application, operation, design, construction and/or The Seller shall not be liable for any losses, costs or damages resulting from or connected with the use of such recommendations.

RETURNS

13. Returns and Refunds: Due to the custom nature of the Work, the Seller shall not be obliged to provide, and the Purchaser shall not be entitled to receive any returns or refunds.

SERVICES

14. Services: The following conditions specifically apply to the Services:
    • Baghouse Condition – Offline: any Services are to be performed while the baghouse(s) is/are OFFLINE. The Purchaser shall notify in writing the Seller immediately, if the Purchaser requires the baghouse(s) to be online. Additional fees, Purchaser’s Responsibilities, safety measures, and conditions will apply (contact Seller for details). Notwithstanding anything to the contrary in this Agreement, the Seller reserves the right to terminate this Agreement with no further liability to the Purchaser, in the event the Purchaser fails to notify the Seller that the baghouse(s) is/are online.
    • Number of Compartments: The Purchaser shall at the time of placing a purchase order, but in any event, prior to the Seller’s Representatives mobilization to the Work Site, notify Seller in writing on number of compartments with the filter bags to be serviced; depending on number of compartments, price is subject to adjustment based on a time and materials basis (contact Seller for details).
    • Purchaser’s Responsibilities: Prior to the Seller’s Representatives mobilization to the Work Site, the Purchaser shall at its expense provide the following:
      1. MSDS sheet detailing the baghouse contents;
      2. Access to restroom and break room, if required;

• Purchaser’s Representatives to isolate and bring baghouse(s) on-line or off-line, as required;

1. Purchaser’s Representatives authorized to review and accept the Services, throughout the duration of the Work;
2. Satisfactory to Seller compressed plant air, air fittings and electrical outlets at tubesheet level;
3. Dust removal system to empty hopper contents and the Purchaser’s Representatives to operate the said dust removal system;

• Vacuum truck services, if required;
• All necessary replacement tools, bags, or replacement parts for any bag, cage, or other part rapture or defect uncovered during performance of the Services, if necessary; and

1. Any additional requirements, as might be requested by the Seller.

• Unforeseen or Undisclosed Work Site Conditions: The Purchaser shall indemnify the Seller for all costs resulting from any unforeseen or undisclosed conditions in the Work Site, including but not limited to difficulties removing/reinstalling the bags from/onto the cages, which costs shall be calculated on time and material basis plus fifteen percent (15%) markup for the Seller’s profit.

DELAYS

15. Delays: The Purchaser shall provide to the Seller’s Representatives access to the Work Site in a timely fashion throughout the performance of the Services. The Purchaser shall notify Seller in writing immediately upon discovering, but not less than twenty-four (24) hours before the Seller’s Representatives mobilization, of any delays in making the Work Site available or accessible for commencement of performance of the Services. The Purchaser shall indemnify the Seller for any and all costs resulting from the delays caused in whole or in-part by the Purchaser or the Purchaser’s Representatives, including but not limited to delays in compliance with Section 14 (iii) Purchaser’s Responsibilities, which costs shall be calculated on time and material basis plus fifteen percent (15%) markup for the Seller’s profit, standby costs on per hour basis on the then hourly rates of the Seller’s Representatives, and direct costs of the extended travel and accommodation for the Seller’s Representatives.

CHANGES

16. Change Orders and Amendments: The Purchaser may request the Seller to issue a Change Order prior to the Seller’s commencement of the Work or mobilizing Seller’s Representatives to the Work Site. The use of the Change Orders by the Purchaser is expressly limited to the changes in scope, filter bag manufacturing specifications, and schedule. Any other changes to the provisions of this Agreement must be done by way of an amending agreement, executed by the Executive Officer of the Seller and person authorized to bind the Purchaser. In the event the Purchaser requests a negative Change Order removing, cancelling, diminishing, or otherwise de-scoping scope of this Agreement, the Purchaser is liable to the Seller, in addition to all the Work already performed, for work in progress including, but not limited to, the raw materials procured and goods pre-ordered for fulfillment of this Agreement, labour, mobilization/demobilization costs, shipping and taxes associated with the delivery of same to the Purchaser.

TERMINATION

17. Termination/amendment/suspension or delay by the Purchaser: In the event that the Purchaser requests or causes this Agreement to be terminated, amended, suspended or delayed, the Purchaser shall be liable and immediately pay to the  Seller all charges, costs, fees, and/or disbursements, including but not limited to labour, equipment, costs of mobilization and demobilization, the Work, work in process, materials and goods procured for fulfillment of this Agreement,   incurred up to the date of such event in addition to the Seller’s overhead expenses and lost profit.  Should the Work’s schedule be delayed by the Purchaser, the Seller reserves the right to review the effect the delay has on the cost of materials, labour or freight and issue a Change Order reflecting a cost adjustment associated with such delay. Further, the Purchaser shall be liable and pay to the Seller for storage fees for the Work for any delays or suspensions greater than ten (10) calendar days, which fees shall be charged at the Seller’s actual costs plus fifteen percent (15%).

INDEMNITY

18. Indemnity: The Purchaser shall be liable for and shall indemnify, defend and hold harmless Seller and each of its respective Representatives from and against any loss, damage or injury and all actions, claims, loses, damages, costs, penalties, fines, expenses, obligations and liabilities arising out of any breach of the Purchaser’s obligations under this Agreement, any breach of applicable laws by the Purchaser or its Representatives and/or any of the acts or omissions of the Purchaser or any of its Representatives and/or any third party for indirect, special, consequential, incidental or punitive damages arising directly or indirectly from any breach of this Agreement or from any acts or omissions of its Representatives which may give rise to any liability (whether in contract, legislative, tort, including for negligence, strict liability, government action, or under any other theory of legal liability). The Purchaser shall hold harmless and indemnify Seller and its Representatives from and against all claims, damages, liability, losses, penalties, fines, and expenses, including attorney’s fees on client-solicitor basis, in any manner arising out of or in connection with: (i) the use of the Work purchased under this Agreement or any portion thereof; (ii) any personal injury or property damage caused directly or indirectly by the Purchaser, including but not limited to, its or its end user’s use or misuse of the Work purchased under this Agreement or any portion thereof; (iii) any use of the Work, in whole or in part, in violation of any federal, provincial, State, local or municipal law, rule, regulation, by-law, ordinance or similar edict, as might be applicable herein; or (iv) any violation of the law as described in (iii) of this Section 18, above, because of the Reseller Purchaser’s failure to accept the delivery and the Seller leaving the Work at or near the Work Site .

LIMITATIONS & LIABILITIES

19. Seller’s Limitation of Liability: Without prejudice to Section 20 below, the Seller will not be liable for any: loss of profits or revenues; or loss of or damage to data information systems; or loss of contract or business opportunities; or loss of anticipated savings; or loss of goodwill; or any indirect, special, or consequential loss or damage. The Seller will not be responsible for errors in prints/drawings or specifications furnished by the Purchaser. For the Services, the Seller will not be responsible for any bag rupture or defects in the bags provided by the Purchaser not attributable to the Seller’s gross negligence. The shipping carrier is not a Seller’s subcontractor or Representative, and under no circumstances shall be considered as such. Seller shall not be held liable for any acts or omissions by the shipping carrier.  In any event, the Seller’s total aggregate liability under or in connection with this Agreement, whether arising in tort (including gross negligence), contract, breach of warranty, third-party liability or in any other legal theory will not exceed fifty percent (50%) from the total amount of this Agreement.

MANUFACTURING VARIATIONS

20. Manufacturing Variations: All Work shall be subject to normal manufacturing variations of the Seller and its raw materials suppliers as recognized in the industrial textiles industry.  The Seller reserves the right to change raw materials specifications and/or raw materials at any time and assumes no obligation to continue to supply any product, or products, previously sold.

TERMINATION

21. Termination: If the Purchaser fails to meet any of its obligations under this Agreement, the Seller may, by written notice of default to the Purchaser, and upon expiry of ten (10) business days following the notice without remedy, or, in the case of the Reseller Purchaser, upon expiry of two (2) business days following the notice without remedy, terminate this Agreement in whole or in part with no liability to the Purchaser. The Seller may in its discretion store indefinitely, re-sell, re-stock, or otherwise dispose of the Work ordered and the Purchaser shall be liable and indemnify Seller for all direct and indirect losses and costs that the Seller may incur as a result. The Seller reserves the right to terminate this Agreement, for any reason, upon fourteen (14) calendar days prior written notice to the Purchaser, or, in the case of the Reseller Purchaser, upon four (4) calendar days prior written notice to the Reseller Purchaser, without any further liability. Notwithstanding anything to the contrary, the Purchaser’s obligation to pay to the Seller any outstanding or accrued payments will survive the Termination of this Agreement.

FORCE MAJEURE

22. Force Majeure: Despite anything to the contrary in this Agreement, if any Party, in good faith, is delayed or prevented from doing anything required by this Agreement because of an industry-wide strike or industry-wide labour trouble/shortage, inability to get materials, equipment, supply or services, power failure, restrictive government laws or regulations, riots, insurrection, sabotage, rebellion, war, act of God, pandemic, COVID-19 pandemic, endemic, tornado, natural disasters, inclement or unusually severe weather or any other similar reason, that is not the fault of the Party delayed, the doing of the thing is excused for the period of the delay and the Party delayed will do what was delayed or prevented within the reasonable period after the delay. The presiding sentence does not excuse the Purchaser from payment for the Work already delivered, or from paying any amounts and at the times specified in this Agreement. In the event the Seller’s Representatives are prevented or delayed from performing the Services due to the Purchaser invoking force majeure, the Purchaser shall indemnify Seller for costs of extended accommodation and/or increased mobilization/demobilization costs for the Seller’s Representatives.

SUPPLY DISRUPTIONS

23. Supply Disruptions, Government Actions, and COVID-19: The Seller will be excused from supply of the Work hereunder if performance is prevented or substantially delayed by economic sanctions, export and import restrictions, embargoes, financial and technical assistance prohibitions, tariffs, pandemic, endemic or COVID-19 restrictions as might be imposed by any governmental authority affecting the Quote. If for any reason shortages, supply chain disruptions, or inability to procure material occur in the Seller’s supply of materials or labour (as experienced by Seller) necessary to produce the Work, the Seller might, without obligation to the Purchaser, obtain an alternative, different or similar supply of the materials or labour necessary to produce the Work from other sources and allocate all Work produced among its customers and adjust the purchase price in a manner and amount at the Seller’s sole discretion. The Seller may terminate any Quote, this Agreement or deduct the quantity from the quantity ordered without any liability to the Purchaser.

INTELLECTUAL PROPERTY

24. Intellectual Property: The Seller retains all its pre-existing intellectual property rights in any property, process, idea, as well as any work product in other items invented, improved, or composed in the course of, or incident to, the Seller’s performance in relation to this The Purchaser acquires no right or interest in any such intellectual property in any way arising out of, or relating to, this Agreement. The Purchaser shall indemnify and hold Seller harmless against any claims, loss or expenses resulting from the Work to the extent it (i) was supplied in accordance with the Purchaser ‘s design or instructions, and a suit or proceeding is brought against Purchaser by reason of that design or instruction; or (ii) was modified by the Purchaser or was combined by the Purchaser with items not furnished pursuant to this Agreement and the suit or proceeding is brought against the Purchaser by reason of that modification or combination.

CONFIDENTIALITY

25. Confidentiality: The Purchaser shall not divulge any Confidential Information acquired from the Seller or as a result of the Seller performing the Work to any person without the express written consent of the Seller and such disclosure is made to a person who has agreed in writing to treat the information as confidential on the same terms as required herein. The Purchaser shall employ diligent efforts and exercise reasonable care to hold all Confidential Information in the strictest confidence after receipt of same. The Purchaser shall not photograph, videotape or otherwise record the Seller’s Representatives and equipment throughout and after the performance of the Work. For the purposes of this Agreement, “Confidential Information” means and shall include any and all information, material and data furnished or disclosed to the Purchaser by the Seller, directly or indirectly, orally, in any written form, or in any printed or electronic form, or by drawings, whether or not marked or identified as confidential or proprietary. Without restricting the generality of the foregoing, Confidential Information includes but is not limited to information in respect of strategies, concepts, designs, technical information, material, formulas, processes, techniques, systems, research, data and proprietary rights in the nature of copyrights, patents, trademarks, licenses and industrial designs; inventions, technology, programs, devices, concepts, discoveries, plans, protocols, ideas, concepts, proposals, know-how, trade secrets, skills, formulas, research, devices, object code, source code, specifications, methods, processes, knowledge or data, of an intellectual, technical, scientific, commercial or industrial nature, or a financial, cost pricing, or marketing nature relating to the business operations of the Seller.

ASSIGNMENTS

26. Assignment: Save and except for the Seller’s right to assign this Agreement to any of its affiliates or subsidiaries, neither Party may assign this Agreement or any of its rights or obligations hereunder, in whole or in part, without prior written consent of the other Party, which consent may not be unreasonably withheld. This Agreement shall enure to the benefit of and shall be binding on and enforceable by the Parties and their respective successors and permitted assigns.

GOVERNING LAW

27. Governing Law: This Agreement shall be governed in accordance with the laws of the Province of Ontario and the laws of Canada. The Parties irrevocably attorn to the jurisdiction of the courts of the Province of Ontario with respect to any matter arising under or related to this Agreement.

NOTICE

28. Notice: Any notice to be served or given shall be in writing, in English, and be deemed to have been given when delivered on the same business day or the next business day, if delivered after 2:00 p.m. All notices to the Seller shall be sent via email to [email protected] and include Quote or Acknowledgment number, the Purchaser’s company name, contact information, and detailed reason for giving notice. If the Purchaser is unable to send email, notice to Seller shall be sent by certified mail or otherwise mail requiring signature on receipt. All notices to the Purchaser shall be sent via email to the email address provided by the Purchaser or otherwise used by the Purchaser to contact the Seller. If Seller does not have Purchaser’s email, notices to the Purchaser may be sent by any type of mail service to the Purchaser’s address known to the Seller.

RELATIONSHIP BETWEEN PARTIES

29. Relationship Between the Parties: The Purchaser acknowledges that its status vis-à-vis the Seller is that of an independent contractor, not an employee, joint venturer, agent, or Representative. The Purchaser shall have no right or authority to act on behalf of the Seller or to bind the Seller to any contract, agreement, or, otherwise.

MISCELLANEOUS

30. Miscellaneous: (i) Any term that is void, illegal, or unenforceable is ineffective or severable from this Agreement will not invalidate the remaining terms of this Agreement; (ii) any obligations that are reasonably expected to survive the expiration or termination of this Agreement shall so survive; (iii) waiver by either Party of any default by the other shall not be deemed to waive any subsequent default; (iv) no failure or delay by the Seller in exercising any right shall be construed as a waiver, or preclude any further exercise of any other right, power or remedy; (v) no modification or amendment to this Agreement shall be binding on the Seller unless agreed to in writing in a form of an amending agreement and signed by the Executive Director of the Seller and authorized signatory of the Purchaser; (vi) the Parties agree that this Agreement has been mutually drafted and contra preferendum rule does not apply to the interpretation of this Agreement; (vii) the remedies of the Seller herein are cumulative and are in addition to any other remedies provided by law.