Terms and Conditions

1. Taxes

Prices quoted do not include Sales Taxes, Duty, Brokerage, or other taxes or fees payable to any government authority in respect to the sale of AVREX’s product, unless otherwise agreed to in writing. Purchaser shall pay, in addition to AVREX’s price, any such amount, or shall reimburse AVREX for the amount thereof that AVREX may be required to pay.

2. Painting

Before shipment, we will apply one coat of paint to all shop fabricated mild steel items. Unless specifically stated else where in this proposal. If prime coat is to be other than our standard shop color, it must be so stated in your bid specifications with RAL color codes or sample paint chips.

3. Safety devices

Our equipment, as delivered, complies with machine safety norm CSA Z432-04, unless specifically stated else where in this proposal. Protection measures against hazardous phenomena caused by the proximity or other relationship with other equipment are outside this scope of work, unless specifically stated elsewhere in this proposal.

4. Test product

Test product or samples may be required to properly design or test the equipment at AVREX’s facility. If required, all test product or samples shall be shipped to AVREX at Purchaser’s expense. If requested, test product will be returned after shipment of equipment at Purchaser’s expense.

5. Equipment warranty

In lieu of all other warranties, express or implied, we warrant the equipment covered by this proposal, not manufactured by others, to be free from defects in material and workman ship under normal use and service, and when properly maintained. Use or service with corrosive orabrasive chemicals or materials shall not be deemed normal. Our obligation under this warranty is limited to repairing or replacing any part or correcting any work manship which shall be demonstrated to our satisfaction to have been defective at time of erection and with respect to whicha written claim specifying the particular defect or defects shall have been delivered to us within one (1) year from and after acceptance by you ordelivery of the equipment, or before the equipment has had twenty-one hundred (2100) hours of running use, whichever period is shorter.Defective parts shall be returned to us F.O.B. our factory and repaired or replacement parts shall be shipped by us F.O.B. our factory. No work will be done by us at the site of the installation unless in our opinion it is impractical for you to remove the defective part and return it to ourfactory. The removal by you of parts returned to us for repair or replacement and the installation by you of replacement or repaired parts shallbe at your expense. We do not warrant equipment manufactured by others, but will submit to you upon request the manufacturer’s warranty.We neither assume, nor authorize any other person to assume for us, any other liability in connection with the equipment covered by thisproposal or its installation or erection, including, without limiting the generality of the foregoing, liability for loss of production, product, equipmentor profits and liability for consequential damages or any damage to persons or property. We will make no allowances for repairs, alterations, orother work done unless specifically agreed to in writing.

6. Patents

With respect to proposed equipment of our manufacture or design, we undertake to save you harmless from all judgments, decrees, costs, andexpenses resulting from any charge of infringement of a Canadian patent issued prior to the date of this proposal, based upon the use or sale byyou of any such proposed equipment in the form supplied by us and in the manner we recommend or in the manner in which such equipment iscustomarily used; provided that upon the receipt of any such charge of infringement by you, we are immediately notified in writing and are givencomplete control of the defense, with the right to defend, settle or make changes in such proposed equipment for the purpose of avoidinginfringement: and it is mutually agreed that the obligation herein set forth is our only obligation with respect to patent infringement.

7. Permits

You are to provide and pay for all necessary building and erection licenses and permits.

8. Building structure

It is understood that the structure from which our equipment is to be suspended or mounted, is of sufficient capacity to carry the loads imposedby our equipment plus the live and impact loads. Any additional structure, or reinforcing of the existing structure, required by these imposed loads, will be your responsibility and is not a part of this contract, unless otherwise stated herein.

9. Preparation of site and storage

You are to clear the site selected for installing the equipment, make ready the place in accordance with our drawings, cut and repair any floor, wall, or roof opening, keep the site free from water, debris, and other obstructions and/or hazards to the safe and expeditious installing of theequipment. You are to unload all materials from railroad cars or trucks and cart and store this material within a reasonable distance of the site of erection and remain responsible for the safe keeping there of. You are to provide safe and convenient storage room, watchman services and/orother theft prevention protection of our tools and equipment, and also adequate bench and working space for our workmen.

10. Installation

We will proceed with the work of installing this equipment with promptness and dispatch and will maintain a competent man at your plant tosuperintend and direct the work and he, in the selection and direction of his crew, will observe you interest, and cooperatively, those of other contractors. Unless otherwise stated herein, we will supply tools, ladders and necessary installing equipment, and you are to furnish at theinstalling site within a reasonable distance from the work area, without charge, compressed air at 80 lbs. pressure, electricity at 110 volts for fielduse and 220, 440 or 550 volts, 3 phase, 60 cycle current for welding operations; fuel, water, heat and light, as may be needed for installation work, fire protection of the equipment, and we are to have the reasonable use of any elevators and/or crane service, if available.

11. Insurance

We will comply with Workmen’s Compensation or Employer’s Liability laws that apply to our own operations under this Proposal. If permitted andrequired by law, we will carry policies of insurance as follows: Workmen’s Compensation in accordance with the laws of the Province underwhich such compensation is payable: Public Liability coverage for bodily injury or death to persons other than our own employees with limits of$500,000 to $5,000,000. (a) We will upon your request furnish to you certificates of coverage from insurance companies as evidence of the above insurance andagree that such insurance will not be changed or terminated unless 10 days prior notice is given you of such change or termination. (b) You agree to assume all loss resulting from fire, injuring or destroying the equipment immediately upon its delivery to you by the carrier, and you agree to provide and maintain at your own expense in insurance companies, approved by us, insurance protecting both of us from such loss or damage by fire, for the full amount of this contract covering the equipment herein specified, loss, if any, being payable to both of us as our respective interests may appear. (c) You hereby agree to hold us harmless against loss, damage or expense from any cause to person or to your own property or property of others, unless due to the sole negligence of our own employees.

12. ERECTION LABOR

Erection labor is based upon the prevailing schedule of straight-time hours in the locality in which this installation is to be made, and on the useof non-union labor. No Saturday, Sunday or holiday work is included. If you request changes in working time, or it becomes necessary to work overtime to meet completion dates, premium rates for overtime pay are to be paid by you as an extra expense.

13. Changes & Delays

AVREX will not accept any changes in specification unless such changes are requested in writing and approved by AVREX and the Purchaser agrees by written change order form to pay for all additional costs, or if applicable, AVREX will credit purchaser for any decrease in costsresulting from the change. If the Purchaser (or it’s Engineer or subcontractor) causes or delays or interrupts the progress of the work, or fails to furnish facilities or apparatus as agreed to herein, or fails to promptly submit all information necessary for AVREX to proceed with the work, ordelays drawing approval, Purchaser will reimburse AVREX for any additional expenses and AVREX will credit Purchaser for any decrease incosts resulting from such causes. If the equipment is ready to ship, but Purchaser is not ready to receive it, the equipment will be put into storage and Purchaser will pay for any storage, handling, insurance, or re-conditioning costs. Warranty will begin when equipment is put intostorage. Also the entire purchase price shall be due and payable within (30) days from putting equipment into storage.

14. CONSEQUENTIAL DAMAGE DISCLAIMER

AVREX, it’s agents, subcontractors, and employees shall not be liable under any provisions of a resultant contract or otherwise, forconsequential or incidental damages such as, but not limited to, loss of profits, loss of production, loss of reputation, increased costs ofoperation, spoilage of material, inability to use the equipment furnished. Purchase assumes all risk and liability in connection with the proper use of AVREX’s product.

15. USE OF SPECIFICATIONS & DRAWINGS & RESERVATION OF COPYRIGHTS

We reserve all copyright rights in this proposal and in all accompanying specifications and drawings. This proposal and all such specifications and drawings are submitted to you solely for your consideration and in confidence, shall remain our property subject to recall by us, and are notto be published, reproduced, copied in whole or in part, loaned or otherwise communicated to any third party without our written permission. Drawings accompanying this proposal are not to be used for construction purposes.

16. Title & Ownership

Title to the equipment provided herein shall remain with AVREX until full payment is received by AVREX. Purchaser agrees that the equipment will not be sold, mortgaged, or otherwise encumbered or disposed of prior to full payment to AVREX.

17. Arbitration

Any dispute or claim which cannot be resolved between the parties shall be settled by arbitration according to the laws of the Province of Québec, with such arbitration being held in Montreal, Quebec.

18. Terms

Payment terms are as follows, unless otherwise agreed to in writing:a) Amounts less than $5000.: Payment is due Net 30 days from date of shipment, subject to credit approval. Orders for customers with nocredit standing are C.O.D. b) System work (Equipment & Field Services) 40% due immediately on order, 40% due prior to shipment, 20% due Net 30 days fromshipment, subject to credit approval.c) Field services only: Upon completion of the work within 30 days, payment is due Net 10 days. Alternatively, for long-term field work,progressive billing every 30 days, payment due Net 10 days. d) Overdue accounts are charged interest at a rate of 1.5% per month.

19. Time and effect of acceptance

This proposal expires at our option unless acceptance is received at our main office within thirty (30) days from the proposal date. This proposal is not an offer and its acceptance shall not constitute a contract unless and until such acceptance is approved at our main office by one of ourofficers or duly authorized representatives. Issuance of an order or acceptance of this proposal constitutes acceptance of all conditions described herein.