STANDARD TERMS AND CONDITIONS OF SALE

GOODS AND SERVICES SOLD BY SYLVAN AUTOMATION LTD. (“SYLVAN”) ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW.  ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS IN THE BUYER’S PURCHASE ORDER OR SIMILAR COMMUNICATION ARE OBJECTED TO AND SHALL NOT BE BINDING ON SYLVAN UNLESS AGREED TO IN WRITING BY A SYLVAN CORPORATE OFFICER.  BUYER’S ACCEPTANCE OF SHIPMENT OR PERFORMANCE OF SERVICE AND/OR PAYMENT FOR THE GOODS OR SERVICES CONSTITUTES ACCEPTANCE OF SYLVAN’S TERMS AND CONDITIONS.

PRICE: Prices in effect at time of shipment of goods or performance of services shall prevail.  All prices quoted by SYLVAN are subject to change without notice.  Prices do not include any present or future sales, use, excise, value-added or similar taxes and, where applicable, such taxes shall be billed as a separate item and paid by buyer.

PAYMENT TERMS:  A late payment charge of 2% per month (an annual percentage rate of 24%) shall be charged on all past due accounts and Buyer shall pay SYLVAN all costs incurred by it in collecting any past due account from Buyer, including all court costs and attorney’s fees.  However, if the foregoing charges exceed that rate which is the maximum permitted by law, then such charges shall be calculated to be the highest allowable lawful rate.  Payment and other adjustments must reference the invoice number to assure proper credit.  Deductions, if any, must clearly indicate the reason and reference the applicable SYLVAN credit memo number or other supporting document(s). NSF cheques will be subject to a $25.00 service charge.

FORMS OF PAYMENT: SYLVAN accepts payment by cash, cheque, EFT, Wire Transfer, Visa & MasterCard. Payment by credit card must be approved by SYLVAN upon time of purchase.  Credit card number and expiry date must be provided prior to shipment. Payments made by wire transfer will incur a handling charge of $10.00 per deposit.

DELIVERY:  Unless otherwise noted, all sales of goods are made F.O.B. point of shipment and, in all cases, title shall pass upon delivery to the carrier at point of shipment (notwithstanding that SYLVAN may be bearing in whole or in part the cost and/or other costs and fees) and thereafter all risk of loss or damage shall be upon Buyer.  Delivery dates given in advance of actual shipment of goods or performance of services are estimates and shall not be deemed to represent fixed or guaranteed delivery dates.

WARRANTIES:  Goods are sold only with such warranties as may be extended by the manufacturer of the product.  Services performed by third parties are subject only to those warranties extended by such third parties.  SYLVAN MAKES NO WARRANTY AND ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS ARE HEREBY EXCLUDED.  Buyer is responsible for installation and use in accordance with manufacturer’s instructions.  SYLVAN personnel are not authorized to alter this policy.

LIMITATION OF LIABILITY:  SYLVAN’s liability on any claim for loss or damage arising out of this contract or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, REGARDLESS OF CAUSE OR FAULT.  This limitation of liability reflects a deliberate and bargained-for allocation of risks between SYLVAN and Buyer and constitutes the basis of the parties’ bargain, without which SYLVAN would not have agreed to the price or terms of this contract.  SYLVAN shall not under any circumstances, be liable for any labor charges without its prior written consent.

SYLVAN SHALL NOT IN ANY EVENT BE LIABLE whether as a result of breach of contract, warranty, tort (including negligence) or other grounds FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES including, but not limited to, loss of profits or revenue, loss of use of goods or associated products, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of customers of Buyer for such damage.  In addition, if SYLVAN furnishes Buyer with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this contract, the furnishing of the advice or assistance will not subject SYLVAN to any liability, whether based on contract, warranty, tort (including negligence) or other grounds.

QUOTATION: Possession of a price list or quotation shall not obligate SYLVAN to sell or offer goods listed therein to anyone.  SYLVAN reserves the right to withdraw any quotation without notice prior to its acceptance in writing.  Price and projected delivery times may be adjusted for design specifications and/or service conditions unknown at the time of the quotation.

ACCORD AND SATISFACTION:  Any payment tendered to SYLVAN in full satisfaction of a disputed debt shall be sent to: SYLVAN AUTOMATION LTD.      1018 McNabb Street, Sault Ste. Marie, Ontario, P6B 6J1, ATTN: CREDIT MANAGER.  SYLVAN will not be bound by any endorsement or statement on any payment or in any letter accompanying a payment.  The payment will not constitute an accord and satisfaction and SYLVAN’s acceptance of the payment will not limit SYLVAN’s right to pursue full payment and remedies.

NUCLEAR OR OTHER HAZARDOUS ACTIVITIES:  Unless specifically agreed to in writing by an authorized SYLVAN representative, goods sold hereunder are not intended for use in connection with any nuclear facility or any other hazardous activity such as military or commercial aircraft, space exploration, missile installation or other application where failure of a single component could cause substantial harm to persons or property.  If so used, SYLVAN disclaims all liability for any nuclear damage, contamination or other damage or injury and Buyer shall indemnify and hold SYLVAN harmless from such liability whether as a result of breach of contract, warranty, tort (including negligence) or other grounds.  SYLVAN and its suppliers shall not be liable to Buyer or its insurers based on contract, warranty, tort (Including negligence) or other grounds for onsite damage to property located at a nuclear facility.

CANCELLATION AND RETURNS:  Buyer may cancel an order by mutual agreement based upon payment to SYLVAN of reasonable and proper cancellation charges.  Goods shall not be returned by Buyer without SYLVAN’s prior written authorization.  Special order items are NOT subject to return.  No returns shall be accepted following 60 days after delivery.

FORCE MAJEURE:  SYLVAN shall not be liable for failure to deliver or for delay in delivery or performance due to (i) a cause beyond its reasonable control, (ii) an act of nature, act or omission of Buyer, act of civil or military authority, governmental priority or other allocation or control, fire, strike or other labor difficulty, riot or other civil disturbance, insolvency or other inability to perform by the manufacturer, delay in transportation, or (iii) an other commercial impracticability.  If such a delay occurs, deliver or performance shall be extended for a period equal to the time lost by reason of delay.

CHANGE IN BUYER’S FINANCIAL CONDITION:  SYLVAN reserves the right by written notice to cancel any order or require full or partial payment or adequate assurance of performance from Buyer without liability to SYLVAN in the event of (i) Buyer’s insolvency, (ii) the filing of a voluntary petition in bankruptcy by Buyer, (iii) the appointment of a receiver or trustee for Buyer, or (iv) the execution by buyer of an assignment for the benefit of creditors.  SYLVAN reserves the right to suspend its performance until payment or adequate assurance has been received.  SYLVAN also reserves the right to cancel Buyer’s credit at any time for any reason.  Buyer, in order to provide security for the payment of the full price of goods furnished hereunder, grants SYLVAN a security interest in the goods.  Buyer agrees to execute any documents or furnish information necessary to perfect this security interest.

ASSIGNMENT OR DELEGATION: Buyer shall not assign or delegate any or all of its duties of rights hereunder without SYLVAN’s prior written consent.

GENERAL:  All orders are subject to acceptance by SYLVAN.  Any representation, affirmation of fact and course of dealing, promise or condition in connection of usage of trade not incorporated herein, shall not be binding on either party.  If any provision hereof shall be unenforceable, invalid or void for any reason, such provision shall be automatically voided and shall not be part of this agreement and the enforceability or validity of the remaining provisions shall not be affected thereby.