General Terms and Conditions

The following terms and conditions of sale shall apply to any sale of goods and services by EVM Group Incorporated (hereinafter called “EVM”). The Purchaser shall be deemed to have full knowledge of the terms and conditions herein and such terms and conditions shall be binding if either the goods and services referred to herein are delivered to and accepted by the Purchaser or if the Purchaser does not within five days from the date hereof deliver to EVM written objection to said terms and conditions or any part thereof.

In the event of any conflict or inconsistency between the terms and conditions of sale herein and the terms and conditions contained in Purchaser’s order or any other form issued by Purchaser, whether or not any such form has been acknowledged or accepted by EVM, EVM’ terms and conditions herein shall prevail. No waiver, alteration, or modification of these terms and conditions shall be binding upon EVM unless made in writing by a duly authorized representative of EVM.

1. Solicitation of EVM Employee.

Buyer acknowledges the value and importance of EVM employees to EVM business. As such, and due to the buyer's unique access to EVM employees, the buyer agrees that it will not directly or indirectly solicit employees or assist any third party in employing any EVM employee. If this condition is breached, the buyer agrees to pay EVM a fee of $50,000.00 CAD as consideration for the recruitment fee.

2. Agreement

If the Buyer has not otherwise agreed to these terms Standard Terms of Sale, then the Buyer’s acceptance of delivery of, or payment for, the goods or services shall constitute the Buyer’s agreement to these Standard Terms of Sale. Terms that are printed on or contained in a purchase order or other form prepared by the buyer that is additional to, in conflict with, or inconsistent with these Standard Terms of Sale shall be considered to be inapplicable and shall have no force or effect. If the buyer objects to any of the provisions of these Standard Terms of Sale, the buyer must bring such objection to the attention of the seller in writing separate from any purchase order or other printer form of the buyer, which shall be deemed to be proposals for different terms and conditions that may be accepted only in writing signed by an authorized representative of seller. All orders are subject to the approval of the seller’s credit department.

3. Quotations

Unless otherwise stated, EVM’s quotation shall be null and void unless accepted by Purchaser within (30) days from the date of quotation.

4. Prices / Cost of Transportation

All quoted prices are based on the current exchange rates, tariffs, and costs of manufacture. Unless otherwise stated in the quotation, quoted prices are subject to change by EVM with or without notice. Prices are subject to correction for error. EVM has the right to increase its prices at any time to reflect any unusual or unforeseen increase in EVM’s cost, including but not limited to, additional design time costs, system testing, an increase in the cost of materials, and the additional materials required to complete the project. The customer may not offset or recoup any claim against amounts due to EVM. Unless otherwise stated, all prices are f.o.b. factory and include domestic packing. Customary methods of transportation shall be selected by EVM and such transportation will be at Purchaser’s expense. Special methods of transportation will be used upon Purchaser’s request and at Purchaser’s additional expense provided reasonable notice of Purchaser’s transportation requirements is given by Purchaser to EVM prior to shipment.

5. Taxes and Duties

Prices do not include duties, Goods & Services Tax, Provincial/State or Municipal sales taxes. Accordingly, in addition to the price specified herein, the amount of any present or future sales, use, value-added, or similar tax applicable to the sale of the goods hereunder to or the use of such goods by Purchaser shall be paid by Purchaser to the entire exoneration of EVM.

6. Unavoidable Delay

If Seller is not able to finish and deliver the goods to the buyer, or to perform the services, on time because of anything Seller cannot control (including but not limited to casualty, labor trouble, unavailability of supplies or transportation, buyer’s failure to approve production samples, fire, flood, governmental act or regulation, riot, terrorist act, equipment or power failure, unscheduled maintenance, accident or act of God), then the estimated delivery of performance time shall be extended accordingly, and seller shall not be liable to the buyer for any damages caused by the delay.

7. Delivery

Delivery schedules are approximate and are based on prevailing market conditions applicable respectively at the time of EVM’s quotation and EVM’s acceptance of Purchaser’s order. Delivery shall also depend on the prompt receipt by EVM of the necessary information to allow maintenance of the manufacturer’s engineering and manufacturing schedules. EVM may extend delivery schedules or may, at its option, cancel Purchaser’s order in full or in part without liability other than to return any deposit or prepayment that is unearned by reason of the cancellation.

8. Force Majeure

EVM shall not be responsible or liable for any loss or damage incurred by Purchaser herein resulting from causes beyond the reasonable control of EVM including, but without limitation, acts of God, war, invasion, plagues, insurrection, riot, the order of any civil or military authority, fire, flood, weather, acts of the elements, delays in transportation, unavailability of equipment or materials, breakdown, sabotage, lock-outs, strikes or labor disputes, faulty castings or forgings, or the failure of EVM’ suppliers to meet their delivery promises. The acceptance of delivery of the equipment by the Purchaser shall constitute a waiver of all claims for loss or damage due to any delay whatsoever.

9. Shipment / Damages / Shortages in Transport / Risk

Except for obligations stated under “Warranty” herein, EVM’s responsibility for goods ceases upon delivery to the carrier. In the event of loss or damage during shipment, Purchaser’s claim shall be against the carrier only. EVM will, however, give Purchaser any reasonable assistance to secure adjustment of Purchaser’s claim against the carrier provided immediate notice of such claim is given by Purchaser to EVM. Claims for shortages must be made in writing within ten (10) days after receipt of goods by Purchaser. If EVM does not receive written notification of such shortages within ten (10) days, it shall be conclusively presumed that the goods were delivered in their entirety. Unless agreed upon otherwise in writing, EVM reserves the right to make partial shipments and to submit invoices for partial shipments.

10. Title

Title to the goods or any part thereof shall not pass from EVM to Purchaser until all payments due hereunder have been duly made in cash, except as otherwise expressly stipulated herein. The goods shall be and remain personal or movable property, notwithstanding their mode of attachment to realty or other property. If default is made in any of the payments herein, Purchaser agrees that EVM may retain all payments that have been made on account of the purchase price as liquidated damages, and EVM shall be free to enter the premises where the goods may be located and remove them as EVM’ property, without prejudice to EVM’ right to recover any further expenses or damages EVM may suffer by reason of such nonpayment.

11. Liability

EVM shall not be liable for and shall be held harmless by Purchaser from any damage, losses, or claims of whatever kind, contractual or delictual, consequential or incidental, direct or indirect, arising out of, in connection with, or resulting from the sale governed hereby or the goods, including, but without limitation, the manufacture, repair, handling, installation, possession, use, operation or dismantling of the goods and any and all claims, actions, suits, and proceedings which may be instituted in respect to the foregoing.

12. Installation

Unless otherwise expressly stipulated, the goods shall be installed by and at the risk and expense of Purchaser. In the event that EVM is requested to supervise such installation, EVM’s responsibility shall be limited to exercising that degree of skill customary in the trade in supervising installations of the same type. Purchaser shall remain responsible for all other aspects of the work including compliance with the local regulations.

13. Returned Goods

No goods may be returned to EVM without EVM’s prior written permission. EVM reserves the right to decline all returns or to accept them subject to a handling/restocking charge. Even after

EVM has authorized the return of goods for credit; EVM reserves the right to adjust the amount of any credit given to Purchaser on the return of the goods based on the conditions of the goods on arrival in EVM’s warehouse. Credit for returned goods will be issued to Purchaser only where such goods are returned by Purchaser and not by any subsequent owner of the goods. Goods will be considered for return only if they are in their original condition and packaging.

14. Extended Terms of Payment

Unless specifically provided, no cash discount shall be available to Purchaser. When a cash discount is offered, the discount price is computed from the date of invoice. EVM does not offer cash discounts on COD shipments. Should payment not be made to EVM when due, EVM reserves the right, until the price has been fully paid in cash, to charge Purchaser with interest on such overdue payments as noted above. The charging of such interest shall not be construed as obligating EVM to grant any extension of time in the terms of payment.

15. Changes and Cancellation

Changes to the technical specifications, part tolerances, design, or delivery, requested by the customer may modify the price, technical description, and delivery of the equipment quoted. The buyer is to notify EVM in writing of any change requests and provide new drawings indicating the changes, and a written description of the changes. EVM will then estimate the costs for changes, including the cost plus reasonable markup for any work provided by EVM, and also any purchase parts that will no longer be used due to the changes. The customer must authorize or reject the changes in cost within ten days of EVM sending them confirmation of the changes

16. The Agreement

An acceptance and official confirmation of the Purchaser’s order by EVM shall constitute the complete agreement, subject to the terms and conditions of sale herein set forth, and shall supersede all previous quotations, orders, or agreements. The law of the Province of Ontario shall govern the validity, interpretation, and enforcement of these terms and conditions of sale and of any contract of which these terms and conditions are a part.