PURCHASE ORDER TERMS & CONDITIONS

ACKNOWLEDGEMENT

Except where prohibited by law, the acceptance of this Purchase Order (“PO”) shall be limited to the terms and conditions contained herein which constitute the entire agreement between the Contract Glaziers Corp. (“CGI”), and the Supplier. This PO shall be deemed accepted upon the earlier of Supplier’s written acceptance of the PO or the commencement of performance by Supplier in response to such PO. CGI hereby rejects any additional or inconsistent terms and conditions and shall not be bound by any such additional or inconsistent terms and conditions except those accepted in writing irrespective of CGI’s acceptance of or payment for Supplier’s goods or services. No action or failure to act by CGI shall constitute a waiver of these terms and conditions.

MODIFICATION

CGI reserves the right to make changes to this PO including changes to drawings and specifications for specially manufactured goods, method of shipment or packing, place or time of inspection, and delivery or acceptance of goods or services by giving reasonable notice to Supplier. If such changes affect the cost of or the time required for performance of this PO, an equitable adjustment in the price and/or date of delivery will be made. No change by Supplier is valid without the written approval of CGI. Any claim of Supplier for an adjustment under this Article must be made in writing to CGI within ten (10) days from the date of receipt by Supplier of notification of such change or else such claim for an adjustment is waived. Nothing in this Article excuses Supplier from delivering the goods and/or services described in the PO.

PRICE

Except as expressly noted in the PO to the contrary, prices reflected on this PO are inclusive of any and all applicable energy surcharges, freight, packing, returnable steel skids, shipment, insurance, and other transportation expenses. Prices are not subject to adjustment unless authorized by CGI in writing. All payments are made in Canadian funds or as otherwise stipulated in the PO.

tERMS OF DELIVERY

Except as expressly noted in the PO, Supplier shall deliver the goods and/or services to CGI at the location specified in the PO. Supplier will ensure goods are packaged and labelled in accordance with PO instructions such that they are protected against damage, deterioration and contamination.

RISK OF LOSS

Title and risk of loss shall remain with Supplier until goods purchased under this PO have been delivered and accepted by CGI at the location specified in the PO.

PAYMENT TERMS

Except as expressly noted in the PO, the terms of payment are net thirty (30) days after receipt of Suppliers valid invoice or after receipt of the goods and/or services, whichever is later. Payment by CHI shall not constitute an acceptance of goods and/or services, and such goods and/or services will be subject to inspection, testing, acceptance or rejection. CGI shall have the right to set-off against any sums due Supplier and any or all sums or credits owed to CGI from Supplier.

INSPECTION AND REJECTION

Goods and/or services shall be furnished in accordance with the PO free from all defects in design, workmanship and materials and are subject to inspection and testing by CGI at a time and place deemed reasonable. In the event goods and/or services furnished are non-conforming or defective, CGI reserves the right to reject such goods and/or services for a full refund, or require Supplier to repair or replace such goods and/or re-perform such services without charge and in a timely manner, or require a reduction in price which is equitable under the circumstances. If Supplier is unable or refuses to correct or replace such goods within a time deemed reasonable by CGI, CGI may terminate this PO in whole or in part. Supplier bears all risks as to rejected goods and/or services. CGI may return nonconforming and defective goods to Supplier at Suppliers expense.

DELAY OR NON-DELIVERY

Time of delivery is of the essence in this PO. If at any time Supplier becomes aware of the possibility of delay in manufacturing and/or shipping the goods or providing services in accordance with the time specified in this PO, notice thereof must be given within three(3) days to CGI by email, together with advice as to the best delivery or completion date possible. In the event of a failure to complete the work or a specific stage of work, if applicable, on or before the date specified in this PO and Supplier fails to remedy such failure with a time period specified by CGI, or if Supplier gives notice pursuant to this clause that there is a possibility of a delay or if CGI has reason to believe that Supplier will not deliver the goods or services in accordance with the delivery schedule specified in the PO and CGI cannot agree on a reasonable recovery plan or acceptable delivery schedule within a time period specified by CGI, CGI may give written notice to Supplier immediately terminating this PO in accordance with the Termination clause. The time period specified by CGI under this clause shall be the lessor of fifteen (15) days or the amount of time which would permit CGI to meet its delivery obligation to its customer. If the goods are to be produced by the Supplier in stages under the terms of the PO, then failure by the Supplier to complete a stage of production and to notify CGI of such completion in a timely manner having regard to the delivery date and the Work schedule, if any, shall entitle CGI to terminate this PO in accordance with the Termination Clause.

TERMINATION

CGI reserves the right to cancel this PO at any time for convenience, in whole or in part, by written notice to Supplier. Upon receipt of such termination notice, Supplier shall immediately discontinue all work or part thereof as applicable on the PO and discontinue placing any further orders for materials, facilities and supplies in connection with the terminated portion of this PO and shall make every reasonable effort to procure cancellations of all existing orders or contracts which the Supplier shall have made, upon terms satisfactory to CGI, and shall thereafter do only such work as may be necessary to preserve and protect work already in progress.

In addition, CGI reserves the right to terminate this PO immediately for Suppliers failure to remedy a breach within fifteen (15) days following receipt of notice by CGI of such breach, or upon Supplier being adjudged bankrupt or insolvent by a court of competent jurisdiction, or otherwise becoming insolvent, as evidenced by its inability to pay its debts generally as and when they become due or if a receiver is appointed for Supplier.

In the event of termination of this PO, CGI shall only pay for the goods and/or services accepted and CGI may have another Supplier provide the goods and/or services to mitigate any potential damages. Supplier will be liable for actual and reasonable costs and damages CGI incurs.

EXCUSABLE DELAYS

Supplier shall not be responsible for damages caused by delays or defaults in delivery if occasioned by unforeseeable cause beyond the control and without the fault or negligence of Supplier; and CGI shall not be held unreasonable for failure to receive or take delivery of goods and/or services occasioned by any like cause on its part. Notwithstanding the foregoing, CGI shall have the absolute right to cancel any order, the delivery of which does not occur on or before the due date indicated on the PO.

WARRANTY

Supplier warrants to CGI that goods and/or services supplied under this PO are free from defects in material, workmanship and design, suitable for the purposes intended, implied, in compliance with all applicable specifications and free from liens or encumbrance on title. All services are performed in accordance with current, sound and generally accepted industry practices by qualified personnel trained and experienced in the appropriate fields.

LEED

Should this PO stipulate that the goods and/or services are being procured for a LEED project, CGI will require LEED certificate documentation regarding Regional recycle.

INDEMNIFICATION

To the fullest extent permitted by law, the Supplier shall defend, indemnify and hold CGI harmless from any and all claims, demands, causes of actions and liabilities of every kind and nature whatsoever arising out of or in connection with the Suppliers obligations under this PO and caused or alleged to be caused in whole or in part, by any act or omission of the Supplier or anyone employed directly or indirectly by the Supplier. This indemnification shall extend to claims occurring after this PO is terminated as well as while it is in force and shall apply regardless of any acts or omissions of CGI, but the Supplier shall not be obligated to indemnify any party for claims arising from the gross negligence or willful misconduct of CGI. To the extent that the law limits the defense or indemnification obligations of Supplier, the intent hereunder is that the Supplier agrees to provide the fullest defense and indemnity allowed under the law.

INSURANCE

Upon request, Supplier shall provide CGI with evidence of comprehensive liability and general liability, products liability and general liability, and/or transportation insurance naming “Contract Glaziers Corp.” as an additional insured. Unless otherwise stipulated in this PO, all insurance costs shall be borne solely by the Supplier.

GOVERNING LAW

This PO and any matter relating hereto shall be governed by the laws of the Province of Ontario.