Terms and conditions of sale and delivery

1. APPLICATION OF TERMS

These terms and conditions of sale (“Terms”) are the only terms which govern the sale of equipment (the “Equipment”) manufactured or supplied by SEW-EURODRIVE Company of Canada Ltd. (the “Vendor”) to the purchaser of the Equipment (the “Purchaser”), including any supplementary services, advice or assistance provided in relation to such Equipment (the “Services”). These Terms shall prevail over any terms and conditions of purchase provided by the Purchaser regardless of whether or when the Purchaser has submitted such terms or purchase order. Fulfillment of the Purchaser’s purchase order does not constitute acceptance of any of the Purchaser’s terms and conditions and does not in any way modify, amend or supersede these Terms. No modifications or additional terms or conditions will be binding on the Vendor unless agreed to in writing and signed by an authorized officer of the Vendor.

2. QUOTATION AND PRICE

Unless otherwise specified in writing, all written quotations shall be intended for reference purposes only, constituting neither an offer to sell nor imposing any obligations or liability on the Vendor. All written quotations and offers to sell are subject to change without notice and automatically expire 30 days from the date quoted. Quotations are based on data provided to the Vendor by the Purchaser, and the Vendor shall have no liability to the Purchaser if the data provided to the Vendor is incorrect or incomplete.

The Purchaser shall pay the fees as set forth in the order confirmation or quotation (whichever is applicable) (the “Contract Price”).

Orders accepted by the Vendor for Equipment to be manufactured outside of Canada, are accepted at prices based on the currency exchange rate and customs duty rate in effect on the day of acceptance of the order. Should there be a change in any one of these rates of more than +1/1% prior to full payment of Vendor's invoice to the Purchaser, the Contract Price will be adjusted accordingly.

All prices are in Canadian funds unless otherwise specified in writing by the Vendor. Prices and terms and conditions of sale are all subject to change without notice to the Purchaser.

3. TAXES

The Contract Price does not include sales, use, excise, or other taxes payable to any government authority in respect of the sale of the Equipment and Services. The Purchaser shall pay, in addition to the Contract Price, the amount of any such taxes or shall reimburse the Vendor for the amount thereof that the Vendor may be required to pay. Without limiting the generality of the foregoing, taxes shall include (a) all applicable sales, use or other taxes (notwithstanding their designation as sales tax, goods and services tax, harmonized sales tax and other taxes imposed by any governmental body upon the transaction described herein, unless the Purchaser provides the Vendor with satisfactory evidence of exemption acceptable to the taxing authorities; (b) all additional costs arising from any duties and any federal, provincial or local laws imposed as processing or any other taxes on the raw materials or manufactured product for which Vendor may be liable; and (c) all additional costs arising from any federal, provincial or local laws fixing or regulating hours and/or costs of labor producing the equipment described herein.

4. ACCEPTANCE OF ORDER

No order placed by the Purchaser shall be deemed to be accepted by the Vendor unless and until confirmed in writing through order acknowledgement.

5. PAYMENTS

Unless otherwise specifically authorized, terms of payment are 30 days Net from the date of invoice for purchasers with approved credit. The Vendor may charge interest on any outstanding balance beyond the approved payment date at the rate of 2% per month (24% per annum), applied and calculated daily and compounded monthly, until such payment is received. Where such balance is payable in installments, the Vendor reserves the right to charge interest on overdue installments at the said rate from the date payment is due to the date of payment.

Pro rata payments shall become due as shipments are made and actually received. The Vendor’s shipment of a quantity of Equipment on a piecemeal basis shall not entitle the Purchaser to object to or reject the Equipment or any portion thereof. If shipments are delayed by or at the request of the Purchaser, payment shall become due when the Vendor is prepared to make the shipment. If the cost to the Vendor is increased by reason of delays caused by the Purchaser, such additional costs shall be paid by the Purchaser. Equipment held for the Purchaser shall be at the risk and expense of the Purchaser.

The Vendor reserves the right to stop or suspend delivery of the Equipment or the provision of Services for nonpayment where such failure continues 10 days after written notice thereof. The Purchaser shall not withhold payment for any amounts due and payable by reason of any set-off claim or dispute with the Vendor.

If at any time the Vendor determines in good faith that the Purchaser’s financial condition or credit rating does not justify a sale on credit or if the Purchaser is at any time in default of any undelivered indebtedness or obligation owed to the Vendor, then the Vendor may: (a) suspend further delivery of the Equipment or provision of Services until payment is received in full; and/or (bi) require cash payment in advance of the delivery of the Equipment or the provision of Services; and/or (c) refuse to deliver any undelivered Equipment or Services, without incurring any liability to the Purchaser for non-delivery or any delay in delivery; and/or (d) terminate this agreement, and any other agreement with the Purchaser, with immediate effect upon written notice to the Purchaser. The Purchaser agrees to submit such financial information from time to time as may be reasonably requested by the Vendor for the establishment and/or continuation of credit terms. The Purchaser agrees to pay any and all legal fees associated with payment collection.

6. CHANGES

The Vendor will not accept changes to the order or specifications unless such changes are requested in writing by the Purchaser and approved in writing by an authorized officer of the Vendor. The Purchaser agrees to pay, in addition to the Contract Price, a set sum determined by the Vendor to accommodate or effectuate such change or changes.

7. CANCELLATION

Once an order has been accepted by the Vendor, it is not subject to cancellation without the prior written consent of an authorized officer of the Vendor. Cancellations are subject to a reasonable charge based upon expenses already incurred, commitments made by the Vendor, overhead and reasonable profit.

8. DELIVERY

Any indicated dates of delivery, performance dates or dates of completion of deliverables are approximate only, but the Vendor will attempt to meet them where commercially reasonable. The Vendor shall not be liable to the Purchaser, in any manner whatsoever, for delays in manufacturing or delivery. The Vendor will not be bound by any penalty clause contained in any specification or order submitted by the Purchaser unless such clause is specifically agreed to in writing by an authorized officer of the Vendor.

Unless otherwise agreed to by the Vendor, delivery of the Equipment shall be made to the Vendor’s facility and shall be FOB Origin (Incoterms 2020) from the Vendor’s facility. Delivery shall be deemed to have taken place when the Equipment is delivered into the custody of the Purchaser or the Purchaser’s carrier/agent (the “Delivery Time”). The Vendor shall not be liable or responsible to the Purchaser, nor be deemed to have defaulted or breached any agreement with the Purchaser, for any failure or delay in performing under this agreement to the extent such failure or delay is the result of force majeure or causes beyond the Vendor’s reasonable control, or as set forth in Section 5 above. Each delivery of Equipment will constitute a separate sale, and the Purchaser shall pay for all Equipment delivered whether in whole or in part.

9. CUSTOMER OBLIGATIONS

The Purchaser shall cooperate with the Vendor in all matters relating to the Services and provide such access to the Purchaser’s premises, and such office accommodation and other facilities as may be reasonably requested by the Vendor for the purpose of performing the Services along with providing complete and accurate copies of all materials or information that the Vendor may reasonably request to carry out the Services. The Purchaser shall also respond promptly to any Vendor request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary to for the Vendor to perform Services in accordance with the requirements of these Terms. Where the Vendor’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Purchaser or its agents, the Vendor shall not be deemed to be in breach of any obligations under this agreement or otherwise liable for any costs, charges, fees, or losses associated with such prevention or delay.

10. TITLE AND RISK OF LOSS

The Purchaser assumes and shall bear the entire risk of loss of or of damage to the Equipment from any cause whatsoever from the Delivery Time.

TITLE TO AND OWNERSHIP OF THE EQUIPMENT WILL NOT TRANSFER TO THE PURCHASER BUT WILL REMAIN WITH THE VENDOR UNTIL SUCH TIME AS ALL AMOUNTS OWING TO THE VENDOR IN RESPECT TO SUCH EQUIPMENT, INCLUDING INTEREST, COSTS AND EXPENSES ARE FULLY PAID, NOTWITHSTANDING THE TRANSFER OF RISK TO THE PURCHASER PURSUANT TO CLAUSE 9 HEREOF.

As collateral for the payment of the Equipment and Services and the due performance by the Purchaser of its obligations hereunder, the Purchaser hereby grants to the Vendor a lien on and security interest in and to the right, title, and interest of the Purchaser in, to, and under the Equipment, wherever located or however arising whether now or hereafter, and all substitutions, replacements and additions thereto and the proceeds (including insurance proceeds) therefrom. This security interest shall constitute a purchase money security interest under the applicable laws of the Province of Ontario. The Purchaser hereby grants to the Vendor whatever power and authority necessary to protect and perfect that security interest, including power for the filing of financial statements or other similar documents.

11. INTELLECTUAL PROPERTY

The Purchaser acknowledges and agrees that the Vendor hereby reserves all right, title and interest, including all intellectual property rights, in the design of the Equipment, including all patterns, illustrations, drawings, calculations and similar information, whether in electronic format or otherwise. All such intellectual property rights, including technical information and/or drawings, specifications, sales literature, quotation, etc. supplied by the Vendor in connection herewith shall be treated as strictly confidential by the Purchaser and shall not be made available to third parties both prior to or after execution of this Agreement and delivery of the Equipment. The Vendor retains title to and reserves ownership of all such intellectual property rights respecting all documents, descriptions, compilations of data, photographs, illustrations, estimates, and other technical information provided to the Purchaser in connection with the quotation or with the sale, installation, service, or repair of the Equipment, and the Purchaser shall return same to the Vendor upon its request unless such materials containing technical data are retained in connection with the Purchaser’s maintenance and use of the Equipment.

12. LIMITED Warranty

The Vendor warrants the Equipment and Services against defects in material and workmanship, for a period of exactly one year from the Delivery Time of the Equipment (the “Warranty Period”), provided that:

(a) the Purchaser notifies the Vendor in writing immediately when the Purchaser discovers or ought to have to have discovered the alleged defect;

(b) no alterations, repairs or services have been performed by the Purchaser or third parties on the Equipment without written approval of an authorized officer of the Vendor;

(d) the Equipment which is subject to the warranty is returned to the location designated by the Vendor at the risk and expense of the Purchaser.

Any parts or components purchased separately shall be covered for one year from the Delivery Time of the specific part or component. Equipment or parts serviced or repaired or Services repaired or re-performed under warranty shall covered under the original Warranty Period only. Equipment or parts serviced or repaired outside warranty shall be covered for a period of one year from the date of delivery of such repaired portions thereof.

Upon receipt of the written warranty notice, the Vendor shall, in its sole discretion, either repair such Equipment (or the defective portion thereof) or repair/re-perform such Services (or the defective portion thereof), or credit/refund the Contract Price of such Equipment or Services at the pro rata contract rate.

Any Equipment returned to or exchanged by the Vendor may, at the Vendor’s discretion, be subject to a re-stocking fee, such re-stocking fee to be set unilaterally by the Vendor on a case-by-case basis.

This warranty does not cover damage or defects due to normal wear and tear, incorrect assembly or start-up by the Purchaser or a third party, misuse (including failure to follow operating instructions and unsuitable operating conditions), alteration, neglect or accident or use of the Equipment above rated capacity. The Vendor shall in no event be liable to the Purchaser, under this warranty or otherwise, for claims, expenditures or losses arising from operational delays or work stoppages or damage to property caused by defective equipment, or for consequential damages of any nature whatsoever.

EXCEPT FOR THE WARRANTY SET FORTH ABOVE, THE EQUIPMENT AND SERVICES ARE SOLD “AS IS”. THIS WARRANTY REPLACES EXPRESSED, STATUTORY OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. THE VENDOR DOES NOT ASSUME, NOR DOES IT AUTHORIZE ANY PERSON TO ASSUME, ON ITS BEHALF, ANY OTHER OBLIGATION OR LIABILITY.

THE REMEDIES SET FORTH IN THIS SECTION SHALL BE THE PURCHASER’S SOLE AND EXCLUSIVE AND THE VENDOR’S ENTIRE LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY.

13. INDEMNIFICATION AND RELEASE

The Purchaser shall indemnify and agree to hold the Vendor harmless from any and all claims, charges, expenses, damages, liabilities and other costs incurred (a) as a result of any breach by the Purchaser of these Terms, (b) arising from the misuse of the Equipment or the use of the Equipment in a manner not consistent with industry standards, (c) arising from any act or omission of the Purchaser, any affiliate of the Purchaser, or any agent or employee of the Purchaser, or (d) arising from the manufacture by the Vendor of Equipment or special parts made in accordance with the Purchaser’s specifications.

THE PURCHASER HEREBY REMISES, RELEASES AND FOREVER DISCHARGES THE VENDOR FROM ALL CLAIMS ARISING OUT OF A BREACH BY THE VENDOR OF THESE TERMS, INCLUDING ANY CLAIMS FOR INDIRECT OR CONSEQUENTIAL DAMAGES.

14. LIMITATIONS OF LIABILITY

If a court of competent jurisdiction determines that the release contained in Clause 13 is invalid, ineffective or unenforceable, the Purchaser agrees as follows:

NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL THE VENDOR, ITS AFFILIATED COMPANIES, SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUPPLIERS OR SUBCONTRACTORS (COLLECTIVELY, “RELATED PARTIES”) BE LIABLE, EITHER JOINTLY OR SEVERALLY, TO THE PURCHASER FOR ANY DAMAGES, CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, LOSSES, COSTS, EXPENSES AND/OR LIABILITIES IN EXCESS OF AN AMOUNT, IN THE AGGREGATE, EQUAL TO THE PRICE ALLOCABLE TO THE SPECIFIC EQUIPMENT OR PART OR SERVICE THAT GIVES RISE TO THE CLAIM, REGARDLESS OF WHETHER SUCH LIABILITY ARISES OUT OF BREACH OF CONTRACT, GUARANTY OR WARRANTY, TORT, PRODUCT LIABILITY, INDEMNITY, CONTRIBUTION, STRICT LIABILITY (INCLUDING PRODUCT LIABILITY CLAIMS) OR ANY OTHER LEGAL THEORY.

UNDER NO CIRCUMSTANCES WILL THE VENDOR AND ITS RELATED PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF ACTUAL OR ANTICIPATED PROFITS OR REVENUE (INCLUDING LOSS OF REVENUES), LOSS OF USE OF ANY PROPERTY, COST OF CAPITAL, BUSINESS INTERRUPTION COSTS, DOWNTIME COSTS, INJURY TO PERSON OR PROPERTY OR DEATH, PROPERTY LOSSES AND DAMAGES DUE TO THIRD PARTY CLAIMS, ARISING OUT OF THESE TERMS OR THE VENDOR’S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. THE PURCHASER WILL INDEMNIFY THE VENDOR AND ITS RELATED PARTIES AGAINST ANY SUCH CLAIMS FROM THE PURCHASER'S CUSTOMERS. IF THE PURCHASER RESELLS THE EQUIPMENT TO ANY THIRD PARTY, THE PURCHASER SHALL OBTAIN FROM SUCH THIRD PARTY A PROVISION AFFORDING THE VENDOR AND ITS RELATED PARTIES THE PROTECTION OF THE PRECEDING SENTENCE.

If the Vendor furnishes the Purchaser with supplementary advice, assistance or services concerning any products or systems which are not required pursuant to this Agreement, whether provided in the course of fieldwork or not, including but not limited to electronic support and programming assistance services, specifically including the programming of programmable devices, the furnishing of such advice or assistance will not subject the Vendor to any liability, whether in contract, indemnity, warranty, tort (including negligence), strict liability or otherwise. THE VENDOR WILL NOT BE HELD LIABLE TO ANY PERSON FOR DAMAGES OF ANY KIND, WHETHER COMPENSATORY, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE ARISING FROM OR RELATED TO THE PROVISION OF THE ABOVE-REFERENCED SUPPLEMENTARY ADVICE, ASSISTANCE OR SERVICES PROVIDED IN RELATION TO THE EQUIPMENT PURCHASED IN THIS AGREEMENT.

The Vendor will not be liable for the infringement of any patent by the Purchaser's use of any Equipment or materials delivered hereunder.

Any action or suit by the Purchaser against the Vendor relating to these Terms and any transaction in connection herewith must be brought within the Warranty Period. The parties hereto acknowledge and agree that this is a commercial transaction.

15. DEFAULT AND TERMINATION

In addition to, and without limitation of, any other remedies provided to the Vendor by these Terms or by law, the Vendor may at its option, in its sole discretion, and without incurring any liability thereby, terminate this agreement, and any other agreement with the Purchaser, with immediate effect upon written notice to the Purchaser, if the Purchaser: (a) fails to pay any amount due under this agreement, (b) has not performed or complied with or otherwise defaulted on the obligations under this agreement, or (c) becomes insolvent, files a petition for bankruptcy, ceases doing business, undergoes a substantial change of ownership, or commences or has commenced against it any proceeding related to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. The Vendor shall have a right to all damages sustained by it as a direct or indirect result of the Purchaser’s default, including loss of profits

16. COMPLIANCE WITH LAWS

The Vendor is not responsible for obtaining any permit, inspection or license that is required for installation or operation of the Equipment. The Vendor does not make any representation or warranty that the Equipment will conform to any law, ordinance, regulation, code or standard. The Purchaser shall install and operate the Equipment properly and according to the Vendor’s operating instructions and shall not remove or change any safety device, warning or operating instructions that the Vendor places on the Equipment.

The Purchaser shall comply with all applicable laws and regulations, including trade, economic, or financial restrictions or trade embargoes and any amendments thereto (collectively, the “Laws”) imposed by any applicable governmental authority, including, where applicable, Canada, the United States and the European Union. The Vendor shall not be liable, and the Purchaser agrees to hold harmless and indemnify the Vendor, for any breach of such Laws. The Purchaser shall not, except as otherwise permitted under applicable Laws, transship, re-export, or otherwise divert Equipment purchased from the Vendor. If applicable, the Purchaser undertakes to provide all information and documentation necessary for export, shipment and import to the Vendor is a timely manner. The Vendor shall not be liable, and the Purchaser shall hold the Vendor harmless, for delays or any other losses resulting from the Purchaser’s failure to provide accurate information and documentation, export/import reviews, or any related permitting procedures in a timely manner. To the extent permitted by law, the Purchaser shall, promptly upon becoming aware, provide to the Vendor details of any claim, action, suit, proceedings or investigation against it with respect to the Laws brought by any enforcement authority. In the event that the Vendor should believe, acting in good faith, that the Purchaser has violated, or is under investigation for violating, any Laws, or if the Purchaser is identified on any applicable sanctions list, the Vendor shall have the immediate right to terminate its relationship and/or any contract with the Purchaser without liability.

17. PRIVACY POLICY

Any personal information collected by the Vendor in the course of this transaction shall be subject to the Vendor’s Privacy Policy. The Vendor’s Privacy Policy is available for review at https://www.sewcan.ca/english/privacy.aspx and is incorporated by reference into these Terms.

18. ASSIGNMENT

The Purchaser shall not assign any of its rights or delegate any of its obligations under this agreement without the express prior written consent of an authorized officer of the Vendor, and all purported assignments or delegations in violation of these Terms shall be null and void.

19. ENTIRE CONTRACT

These Terms, together with any and all pricing supplements, sets forth the entire agreement between the parties, and shall supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, whether written or oral.

20. WAIVER

No amendment or waiver by the Vendor of any provision of these Terms is effective unless set forth in writing and signed by of an authorized officer of the Vendor. No failure to exercise, or delay in exercising, any provision or right granted thereby of these Terms shall be construed as waiver thereof.

21. SEVERABILITY

In the event that any term or provision contained in these Terms are unenforceable or are declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining terms or portions of these Terms, and such unenforceable or invalid warranty, representation or covenant or portion thereof shall be severable from the remainder of these Terms. If any term or provision of these Terms is found invalid, illegal, or unenforceable in any relevant jurisdiction, such invalidity, illegality, or unenforceability shall not strike, invalidate, or render unenforceable or ineffectual such term or provision in any other jurisdiction.

22. BINDING EFFECT

These Terms shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

23. FORUM AND CHOICE OF LAW

The parties hereto submit to the jurisdiction of the Courts of the Province of Ontario, and agree that this contract shall be governed by the laws of the Province of Ontario.

24. LANGUAGE

All parties acknowledge having required that the present General Terms and Conditions of sale and all invoices, documentation, notices, and judicial proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto be drawn up in English. Les parties reconnaissent avoir exigé la reation en anglais des présentes conditions de vente ainsi que des tous documents, factures, avis et procédures judiciares qui pourront être exécutés, donnés ou intentés à la suite de ou ayant un rapport direct ou indirect avecles présentes.

Terms and conditions of service

1. APPLICATION TERMS

These terms and conditions of services (“Terms”) are the only terms which govern the sale or provision of services (“Services”) by SEW-EURODRIVE Company of Canada Ltd. (the “Service Provider”) for this transaction with the purchaser of these Services (the “Customer”), including any supplementary services, advice or assistance provided in relation to such Services. These Terms shall prevail over any terms and conditions of purchase provided by the Customer regardless of whether or when the Customer has submitted such terms or purchase order. Fulfillment of the Customer’s purchase order does not constitute acceptance of any of the Customer’s terms and conditions and does not in any way modify, amend or supersede these Terms. No modifications or additional terms or conditions will be binding on the Service Provider unless agreed to in writing and signed by an authorized officer of the Service Provider.

2. SERVICES, QUOTATION AND PRICE

The Service Provider shall provide the Services, and only the Services, to the Customer as described in its order confirmation or quotation (whichever is applicable) in accordance with these Terms.

The Customer shall pay the fees as set forth in the order confirmation or quotation (whichever is applicable) (the “Contract Price”). Customer further agrees to reimburse Service Provider for all reasonable travel and out-of-pocket expenses incurred in connection with performance of the Services.

All prices are in Canadian funds unless otherwise specified in writing by the Service Provider. Prices and terms and conditions of sale are all subject to change without notice to the Customer.

3. TAXES

The Contract Price does not include sales, use, excise, or other taxes payable to any government authority in respect of the Services. The Customer shall pay, in addition to the Contract Price, the amount of any such taxes or shall reimburse the Service Provider for the amount thereof that the Service Provider may be required to pay. Without limiting the generality of the foregoing, taxes shall include all applicable sales, use or other taxes (notwithstanding their designation as sales tax, goods and services tax, harmonized sales tax and other taxes imposed by any governmental body upon the transaction described herein, unless the Customer provides the Service Provider with satisfactory evidence of exemption acceptable to the taxing authorities.

4. ACCEPTANCE OF ORDER

No order placed by the Customer shall be deemed to be accepted by the Service Provider unless and until confirmed in writing by an authorized officer of the Service Provider.

5. PAYMENTS

Unless otherwise specifically authorized, terms of payment are 30 days Net from the date of invoice for customers with approved credit. The Service Provider may charge interest on any outstanding balance beyond the approved payment date at the rate of 2% per month (24% per annum), applied and calculated daily and compounded monthly, until such payment is received. Where such balance is payable in installments, the Service Provider reserves the right to charge interest on overdue installments at the said rate from the date payment is due to the date of payment.

The Service Provider reserves the right to stop or suspend the provision of Services for nonpayment where such failure continues 10 days after written notice thereof. The Customer shall not withhold payment for any amounts due and payable by reason of any set-off claim or dispute with the Service Provider.

If at any time the Service Provider determines in good faith that the Customer’s financial condition or credit rating does not justify a sale on credit or if the Customer is at any time in default of any undelivered indebtedness or obligation owed to the Service Provider, then the Service Provider may: (a) suspend further provision of Services until payment is received in full; and/or (bi) require cash payment in advance of the provision of Services; and/or (c) terminate this agreement, and any other agreement with the Customer, with immediate effect upon written notice to the Customer. The Customer agrees to submit such financial information from time to time as may be reasonably requested by the Service Provider for the establishment and/or continuation of credit terms. The Customer agrees to pay any and all legal fees associated with payment collection.

6. CHANGES

The Service Provider will not accept changes to the scope or performance of the Services unless such changes are requested in writing by the Customer and approved in writing by an authorized officer of the Service Provider. The Customer agrees to pay, in addition to the Contract Price, a set sum determined by the Service Provider to accommodate or effectuate such change or changes.

7. CANCELLATION

Once an order has been accepted by the Service Provider, it is not subject to cancellation without the prior written consent of an authorized officer of the Service Provider. Cancellations are subject to a reasonable charge based upon expenses already incurred, commitments made by the Service Provider, overhead and reasonable profit.

8. DELIVERY

Any indicated performance dates or dates of completion of deliverables are approximate only, but the Service Provider will attempt to meet them where commercially reasonable. The Service Provider shall not be liable to the Customer, in any manner whatsoever, for delays in performance or delivery. The Service Provider will not be bound by any penalty clause contained in any specification or order submitted by the Customer unless such clause is specifically agreed to in writing by an authorized officer of the Service Provider.

The Service Provider shall not be liable or responsible to the Customer, nor be deemed to have defaulted or breached any agreement with the Customer, for any failure or delay in performing under this agreement to the extent such failure or delay is the result of force majeure or causes beyond the Service Provider’s reasonable control.

9. CUSTOMER OBLIGATIONS

The Customer shall cooperate with the Service Provider in all matters relating to the Services and provide such access to the Customer’s premises, and such office accommodation and other facilities as may be reasonably requested by the Service Provider for the purpose of performing the Services along with providing complete and accurate copies of all materials or information that the Service Provider may reasonably request to carry out the Services. The Customer shall also respond promptly to any Service Provider request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary to for the Service Provider to perform Services in accordance with the requirements of these Terms. Where the Service Provider’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer or its agents, the Service Provider shall not be deemed to be in breach of any obligations under this agreement or otherwise liable for any costs, charges, fees, or losses associated with such prevention or delay.

10. INTELLECTUAL PROPERTY

Unless specifically granted in writing by an authorized officer of the Service Provider, nothing in this agreement or related to this transaction in any way grants the Customer any ownership or other interest in any of Seller’s intellectual property rights. All such intellectual property rights, including technical information and/or drawings, specifications, sales literature, quotation, etc. supplied by the Service Provider in connection herewith shall be treated as strictly confidential by the Customer and shall not be made available to third parties both prior to or after execution of this agreement and provision of the Services. The Service Provider retains title to and reserves ownership of all such intellectual property rights respecting all documents, descriptions, compilations of data, photographs, illustrations, estimates, and other technical information provided to the Customer in connection with the Services, and the Customer shall return same to the Service Provider upon its request.

11. LIMITED WARRANTY

The Service Provider warrants the work performed against defects in workmanship, for a period of exactly one year after the performance of the Services (the “Warranty Period”). The Service Provider shall not be liable for breach of this limited warranty unless the Customer gives the Service Provider written notice of the defective Services, reasonably described, within 60 days of the time when the Customer discovers or ought to have to have discovered that the Services were defective. Upon receipt of the written warranty notice, the Service Provider shall, in its sole discretion, either repair/re-perform such Services (or the defective portion thereof) or credit/refund the Contract Price of such Services at the pro rata contract rate.

Notwithstanding anything contained herein to the contrary, where the Service Provider is required to perform corrective and preventive maintenance work, this limited warranty shall be limited to services actually rendered.

The Service Provider shall in no event be liable to the Customer, under this warranty or otherwise, for claims, expenditures or losses arising from operational delays or work stoppages or damage to property caused by defective Services, or for consequential damages of any nature whatsoever.

EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SERVICES ARE PROVIDED “AS IS”. THIS WARRANTY REPLACES EXPRESSED, STATUTORY OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. THE SERVICE PROVIDER DOES NOT ASSUME, NOR DOES IT AUTHORIZE ANY PERSON TO ASSUME, ON ITS BEHALF, ANY OTHER OBLIGATION OR LIABILITY.

THE REMEDIES SET FORTH IN THIS SECTION SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE AND THE SERVICE PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY.

Furthermore, any equipment or components manufactured or created by third parties which may be contained in any goods subject to Services are not covered by this limited warranty and are subject only to whatever warranty may be granted by the third party creator, if any.

12. INDEMNIFICATION AND RELEASE

The Customer shall indemnify and agree to hold the Service Provider harmless from any and all claims, charges, expenses, damages, liabilities and other costs incurred (a) as a result of any breach by the Customer of these Terms, or (b) arising from any act or omission of the Customer, any affiliate of the Customer, or any agent or employee of the Customer.

THE CUSTOMER HEREBY REMISES, RELEASES AND FOREVER DISCHARGES THE SERVICE PROVIDER FROM ALL CLAIMS ARISING OUT OF A BREACH BY THE SERVICE PROVIDER OF THESE TERMS, INCLUDING ANY CLAIMS FOR INDIRECT OR CONSEQUENTIAL DAMAGES.

13. LIMITATIONS OF LIABILITY

If a court of competent jurisdiction determines that the release contained in Clause 12 is invalid, ineffective or unenforceable, the Customer agrees as follows:

NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL THE SERVICE PROVIDER, ITS AFFILIATED COMPANIES, SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUPPLIERS OR SUBCONTRACTORS (COLLECTIVELY, “RELATED PARTIES”) BE LIABLE, EITHER JOINTLY OR SEVERALLY, TO THE CUSTOMER FOR ANY DAMAGES, CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, LOSSES, COSTS, EXPENSES AND/OR LIABILITIES IN EXCESS OF THE CONTRACT PRICE FOR THE SERVICES THAT GIVES RISE TO THE CLAIM, REGARDLESS OF WHETHER SUCH LIABILITY ARISES OUT OF BREACH OF CONTRACT, GUARANTY OR WARRANTY, TORT, PRODUCT LIABILITY, INDEMNITY, CONTRIBUTION, STRICT LIABILITY (INCLUDING PRODUCT LIABILITY CLAIMS) OR ANY OTHER LEGAL THEORY.

UNDER NO CIRCUMSTANCES WILL THE SERVICE PROVIDER AND ITS RELATED PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF ACTUAL OR ANTICIPATED PROFITS OR REVENUE (INCLUDING LOSS OF REVENUES), LOSS OF USE OF ANY PROPERTY, COST OF CAPITAL, BUSINESS INTERRUPTION COSTS, DOWNTIME COSTS, INJURY TO PERSON OR PROPERTY OR DEATH, PROPERTY LOSSES AND DAMAGES DUE TO THIRD PARTY CLAIMS, ARISING OUT OF THESE TERMS OR THE SERVICE PROVIDER’S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. THE CUSTOMER WILL INDEMNIFY THE SERVICE PROVIDER AND ITS RELATED PARTIES AGAINST ANY SUCH CLAIMS FROM THE CUSTOMER'S CUSTOMERS.

If the Service Provider furnishes the Customer with supplementary advice, assistance or services concerning any products or systems which are not required pursuant to this agreement, whether provided in the course of fieldwork or not, including but not limited to electronic support and programming assistance services, specifically including the programming of programmable devices, the furnishing of such advice or assistance will not subject the Service Provider to any liability, whether in contract, indemnity, warranty, tort (including negligence), strict liability or otherwise. THE SERVICE PROVIDER WILL NOT BE HELD LIABLE TO ANY PERSON FOR DAMAGES OF ANY KIND, WHETHER COMPENSATORY, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE ARISING FROM OR RELATED TO THE PROVISION OF THE ABOVE-REFERENCED SUPPLEMENTARY ADVICE, ASSISTANCE OR SERVICES PROVIDED IN RELATION TO THE SERVICES PURCHASED IN THIS AGREEMENT.

Any action or suit by the Customer against the Service Provider relating to these Terms and any transaction in connection herewith must be brought within the Warranty Period. The parties hereto acknowledge and agree that this is a commercial transaction.

14. DEFAULT AND TERMINATION

In addition to, and without limitation of, any other remedies provided to the Service Provider by these Terms or by law, the Service Provider may at its option, in its sole discretion, and without incurring any liability thereby, terminate this agreement, and any other agreement with the Customer, with immediate effect upon written notice to the Customer, if the Customer: (a) fails to pay any amount due under this agreement, (b) has not performed or complied with or otherwise defaulted on the obligations under this agreement, or (c) becomes insolvent, files a petition for bankruptcy, ceases doing business, undergoes a substantial change of ownership, or commences or has commenced against it any proceeding related to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. The Service Provider shall have a right to all damages sustained by it as a direct or indirect result of the Customer’s default, including loss of profits

15. COMPLIANCE WITH LAWS

The Customer shall comply with all applicable laws and regulations, including trade, economic, or financial restrictions or trade embargoes and any amendments thereto (collectively, the “Laws”) imposed by any applicable governmental authority, including, where applicable, Canada, the United States and the European Union. The Service Provider shall not be liable, and the Customer agrees to hold harmless and indemnify the Service Provider, for any breach of such Laws. To the extent permitted by law, the Customer shall, promptly upon becoming aware, provide to the Service Provider details of any claim, action, suit, proceedings or investigation against it with respect to the Laws brought by any enforcement authority. In the event that the Service Provider should believe, acting in good faith, that the Customer has violated, or is under investigation for violating, any Laws, or if the Customer is identified on any applicable sanctions list, the Service Provider shall have the immediate right to terminate its relationship and/or any contract with the Customer without liability.

16. PRIVACY POLICY

17. ASSIGNMENT

The Customer shall not assign any of its rights or delegate any of its obligations under this agreement without the express prior written consent of an authorized officer of the Service Provider, and all purported assignments or delegations in violation of these Terms shall be null and void.

18. ENTIRE CONTRACT

19. WAIVER

No amendment or waiver by the Service Provider of any provision of these Terms is effective unless set forth in writing and signed by of an authorized officer of the Service Provider. No failure to exercise, or delay in exercising, any provision or right granted thereby of these Terms shall be construed as waiver thereof.

20. SEVERABILITY

21. BINDING EFFECT

These Terms shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

22. FORUM AND CHOICE OF LAW

The parties hereto submit to the jurisdiction of the Courts of the Province of Ontario, and agree that this contract shall be governed by the laws of the Province of Ontario.

23. LANGUAGE

Terms and Conditions for MAXOLUTION® system solutions

MAXOLUTION® GENERAL TERMS AND CONDITIONS OF SALE

1. Application of Terms

These MAXOLUTION® General Terms and Conditions of Sale (“Terms”) are the only terms which govern the sale or goods and services by SEW-EURODRIVE Company of Canada Ltd. (“SEW”) to the purchaser of the MAXOLUTION® system (the “Customer”), pursuant to a Project Agreement. For the purposes of these Terms, “Project Agreement” means any agreement or arrangement between SEW and the Customer for the purchase and sale of goods and services for the MAXOLUTION® system, which includes a written quotation provided by SEW and accepted in writing by the Customer and an order placed by a Customer which is accepted in writing by SEW, all which shall be subject to these Terms. All terms not otherwise defined herein shall have the meaning ascribed to them in the applicable Project Agreement.

These Terms shall prevail over any terms and conditions of purchase provided by the Customer regardless of whether or when the Customer has submitted such terms or purchase order. Neither commencement of performance nor delivery by SEW shall be deemed or constituted as acceptance of any of the Customer’s terms and conditions, nor does it in any way modify, amend or supersede these Terms. No modifications or additional terms or conditions will be binding on SEW unless agreed to in writing and signed by an authorized officer of SEW.

2. Description of the Project

Where applicable, the Customer retains SEW to perform or cause to be performed all work for the supply and installation of certain components for the MAXOLUTION® system solution set out in the applicable Project Agreement (collectively, the “Work”). SEW shall supply all goods, materials, supplies and other equipment described in the Project Agreement (collectively, the “Equipment” and together with the Work, the “Project”).

3. Quotations & Orders

(a) Unless otherwise specified in writing, all written quotations shall be intended for reference purposes only, constituting neither an offer to sell nor imposing any obligations or liability on SEW. All written quotations and offers to sell automatically expire thirty (30) days from the date quoted. For greater certainty, all offers to sell are offers by SEW to sell to the Customer on the terms set forth herein.

(b) No order placed by the Customer shall be deemed to be accepted by SEW unless and until confirmed in writing by SEW. SEW reserves the right to accept or decline any order in whole or in part within fifteen (15) days after receipt of the Customer’s order, during which time the order may only be cancelled, rescheduled or modified by the Customer with the prior written consent of SEW or its duly authorized representative. For greater certainty, subsequent requirements of Customer for products not contained in an original offer to sell or the Customer’s order must be accepted and confirmed in writing by SEW or its duly authorized representative.

4. Purchase Price and Payment

(a) The Customer shall pay the fees as set forth in the Project Agreement (the “Contract Price”), which shall be non-refundable Unless otherwise expressly agreed upon, all prices are exclusive of applicable sale, use or other taxes payable to any governmental authority, including revenue or excise tax, or value added tax. The Customer shall pay, in addition to the Contract Price, the amount of any such taxes or shall reimburse SEW for the amount thereof that SEW may be required to pay.

(b) SEW will issue an invoice to the Customer at the applicable project milestone. Payment of each invoice is due within thirty (30) days of the invoice date or such other time period as the parties may agree upon writing.

(c) Unless otherwise agreed upon in writing by SEW, all payments shall be in Canadian dollars and must be made directly to SEW by direct deposit, wire transfer, money order or certified cheque, or as otherwise set out in the invoice. The Customer shall not have any right of deduction or set-off whatsoever.

(d) Any amount owed by the Customer beyond the date that such amount first becomes due and payable shall accrue interest if SEW confirms in writing that interest is payable from the date that it first became due and payable at a rate of 2% per month (24% per annum). Where such balance is payable in installments, SEW reserves the right to charge interest on overdue installments at the said rate from the date payment is due to the date of payment.

(e) Pro rata payments shall become due as shipments are made and actually received. SEW’s shipment of a quantity of Equipment on a piecemeal basis shall not entitle the Customer to object to or reject the Equipment or any portion thereof. If shipments are delayed by or at the request of the Customer, payment shall become due when SEW is prepared to make the shipment. If the cost to SEW is increased by reason of delays caused by the Customer, such additional costs shall be paid by the Customer. Equipment held for the Customer shall be at the risk and expense of the Customer.

(f) For the avoidance of doubt, the Customer shall be entitled to withhold from the Contract Price any holdback amount required to comply with the Construction Lien Act (Ontario) or other construction or mechanics lien legislation, where applicable.

(g) If at any time SEW determines in good faith that the Customer’s financial condition or credit rating does not justify a sale on credit or if the Customer is at any time in default of any undelivered indebtedness or obligation owed to SEW, then SEW may: (a) suspend further delivery of the Equipment or provision of Work until payment is received in full; and/or (bi) require cash payment in advance of the delivery of the Equipment or the provision of Work; and/or (c) refuse to deliver any undelivered Equipment or Work, without incurring any liability to the Customer for non-delivery or any delay in delivery; and/or (d) terminate this agreement, and any other agreement with the Customer, with immediate effect upon written notice to the Customer. All direct and indirect costs incurred by SEW in respect of the time spent or materials purchased by SEW in relation to any contracts outstanding between the parties at the date of default shall become due and payable. The Customer agrees to submit such financial information from time to time as may be reasonably requested by SEW for the establishment and/or continuation of credit terms. The Customer agrees to pay any and all legal fees associated with payment collection.

5. Place and Method of Delivery

(a) Delivery to the Project Site shall be in accordance with the Incoterms 2020 specification set out in the Project Agreement. Selection of the carrier and route of delivery shall be made by SEW unless specified in writing by the Customer.

(b) Any indicated dates of delivery are approximate only, but SEW will attempt to meet them where commercially reasonable. Except as set out in section 10, SEW shall not be liable in any manner whatsoever for delays in manufacturing or delivery. SEW will not be bound by any penalty clause contained in any specification or order submitted by the Customer unless such clause is specifically agreed to in writing by an authorized officer of SEW.

(c) SEW will preserve, package and handle the Equipment so as to protect the Equipment from loss or damage and in accordance with reasonable commercial practices in the absence of any specifications which the Customer may provide.

6. Installation

SEW shall install the Equipment, in a good and workmanlike manner and in accordance with the Project Agreement, at the Project Site. Unless otherwise agreed in writing by the parties, SEW reserves the right to perform the Work in stages. Delay or failure by SEW to perform a stage of Work in accordance with the Project Agreement shall not entitle the Customer to repudiate or cancel other stages of the Work.

7. Subcontractors

SEW may engage one or more subcontractors, suppliers, vendors or consultants to provide any Work or Equipment required under a Project Agreement. The Customer shall provide SEW, and its employees, agents, vendors and subcontractors unrestricted access to the Project Site, including electrical systems and any other facilities that are required during completion of the Work.

8. Customer’s Obligation to Assist with Provision of Services

(a) Upon the arrival of SEW’s service personnel at the Project Site, the Customer shall ensure that the Work can be performed immediately and completed without delay.

(b) The Customer shall provide, at its expense, all necessary assistance to SEW to enable the effective provision of the Work. Such assistance shall include but not be limited to:

i. ensuring that all preparatory work is completed prior to the arrival of SEW’s service personnel at the Project Site;

ii. providing SEW’s service personnel with unrestricted access to the construction site at the Project Site;

iii. supplying raw and production material required for the installation of the Equipment in sufficient quantities and quality, and providing for in-time availability of necessary tools and equipment (in particular lifting devices) to allow SEW to complete the Work;

iv. informing SEW of all relevant interfaces (hardware and software) which SEW has to take into account when performing the Work;

v. taking all necessary precautions to ensure the health and safety of the service personnel of SEW; and

vi. ensuring that all equipment and tools of SEW’s service personnel are stored in a secure and dry location at the Project Site. Neither SEW nor its employees, agents or affiliates shall be liable for any act or omission of the Customer, or any loss or damage suffered by the Customer’s equipment unless such loss or damage is the result of the gross negligence of SEW.

(c) Components (hardware and software) which are quoted in the Project Agreement have different replacement times and mean time to repair than standard components out of the SEW portfolio. The Customer is responsible to ensure to have the right quantity of spare parts in stock corresponding to its needs and the needs of the end customer.

(d) SEW shall be entitled to refuse to perform the Work without liability or penalty if the provisions of this section are not strictly complied with by the Customer. If the Customer is delayed in the provision of assistance, a reasonable extension of time shall be granted to SEW, which shall not be less than a day-for-day extension of the construction and installation schedule. The Customer agrees to reimburse SEW for all applicable costs or expenses incurred by SEW arising from the Customer’s failure to prepare the Project Site for the provision of Work in accordance with this Section.

9. Additions or Changes in Work or Equipment.

At any time, either party may submit to the other party a written notice for approval of any desirable or necessary additions or changes to the Project (a “Change Order”). A Change Order shall include a description and reason for the change, an estimate of the actual costs or the savings of actual costs associated with such alteration or change and an estimate of the changes to the project schedule caused by such alteration. Upon the acceptance of a Change Order by the other party, such Change Order, including any changes to the Contract Price and the project schedule, shall be incorporated into the applicable Project Agreement which shall be modified accordingly. For greater certainty, no change or extra Work shall be effective without a Change Order signed both parties.

10. Project Schedule

(a) SEW will use commercially reasonable efforts to meet requested dates and times for the delivery and installation of the Equipment as set out in the Project Agreement. However, specific dates and times will not be guaranteed and time shall not be of the essence unless previously agreed upon in writing by the parties. Any Equipment not available for shipping at the Customer’s requested ship date will be backordered and shipped when available, unless otherwise requested.

(b) SEW shall not be liable for any damages, losses, costs or expenses (collectively, the “Damage”) resulting from SEW’s delay in delivery of the Work unless such Damage arises from the gross negligence of SEW. Notwithstanding the foregoing, where the gross negligence of SEW causes a delay in the delivery of the products or provision of services, the Customer’s sole remedy shall be the payment of compensation equal to half of a percent (0.5%) per week up to a maximum of five percent (5%) of the value of the portion of the delivery which cannot be used on time for its intended purpose as a result of the delay.

11. Inspection and Acceptance

(a) SEW shall send a written notice to the Customer at least ten (10) business days prior to when it believes that the Work will completed. The said notice shall set out the anticipated completion date and the dates when SEW will be conducting the performance tests set out the Project Agreement (the “Performance Tests”). SEW shall send the Customer a further written notice (the “Completion Notice”) when it believes that the Work has been completed.

(b) The Work will be completed only if the Equipment passes the Performance Tests. The Customer shall make itself available at the dates and times specified by SEW for the conduct of the Performance Tests. If the Customer fails to make itself available for the Performance Tests, the Customer shall be deemed to have irrevocably accepted the results of the Performance Tests conducted by SEW.

(c) Within ten (10) business days after delivery of the Completion Notice, the Customer shall inspect the Equipment for the purpose of identifying any deficiencies for which SEW may be responsible. If the Customer determines that the Work is deficient, the Customer shall provide SEW with a written notice containing the full details of the alleged deficiency (the “Inspection Notice”). SEW shall promptly investigate the Customer’s claim and shall, at its sole discretion and within ten (10) business days of the date of the Inspection Notice, either: (i) provide information to the Customer confirming that the Work is not deficient; or (ii) advise the Customer of its planned corrective action. If SEW determines that the Inspection Notice was given without cause, Customer shall reimburse SEW for all applicable costs and expenses thereby occasioned to SEW. If the Customer fails to provide the Inspection Notice to SEW within ten (10) business days after delivery of the Completion Notice, the Customer shall be deemed to have irrevocably accepted the Work as at the date of the Completion Notice.

(d) The Customer shall not be entitled to submit an Inspection Notice if the alleged deficiency are minor in nature and do not affect the Customer’s ability to use the Equipment for its intended purpose, or if the alleged deficiency is as a result of the Customer’s negligence.

(e) Records of all inspection work by the Customer shall be maintained by the Customer and made available to SEW for a period of thirty-six (36) months after the delivery of the Completion Notice.

12. Title and Risk of Loss

(a) Title to all and any portion of the Work and Equipment shall remain with SEW and not pass to the Customer until payment of the Contract Price and any other obligations arising in relation to the Project Agreement have been received in full by SEW. Service items that have been delivered for testing and demonstration purposes and any machinery and tools required to perform and complete the Work shall also remain the exclusive property of SEW. The Customer shall be obliged to keep Equipment free from the rights of third parties and shall not pledge or purport to transfer title to same as security.

(b) Notwithstanding such retention of title, risk of loss and care, custody and control of all and every portion of the Equipment shall pass to the Customer upon the date that the Equipment, or any portions thereof, are delivered to the Project Site.

13. Delivery of Documentation

SEW shall deliver to the Customer the Equipment related documentation set out in the Project Agreement, including two (2) hard copies of the drawings, as well as one complete set of the documentation on a CD-Rom.

14. Intellectual Property

The Work shall include patents, copyright, knowhow and other intellectual property of SEW, or any subcontractor, that was developed prior to or independent of the Work (collectively, “SEW Intellectual Property”). SEW shall retain ownership of all right, title and interest in all SEW Intellectual Property. The Customer and its successors and assigns shall have a non-exclusive, worldwide, perpetual license and right to use such SEW Intellectual Property in connection with the Equipment only.

15. Training

As part of the Work, SEW will provide the Customer with training on how to use the Equipment as further described in the Project Agreement.

16. Safety Compliance

The Customer shall use, and shall require its employees, agents and authorized representatives to use safety devices, guards, and proper safe operating procedures in accordance with instructions provided by SEW or its authorized representatives. The Customer shall comply with all applicable federal, provincial and municipal health and safety laws, standards and regulations (“Safety Laws”). SEW shall have no liability for, and the Customer shall indemnify and hold SEW harmless from, any damages, obligation, loss and expenses arising from or related to the Customer’s breach of Safety Laws.

17. Warranty

(a) SEW warrants for a period of twelve (12) months from the date of the completion or deemed completion of the Work (the “Warranty Period”), that the Work has been performed in a good and workmanlike manner: (i) free from defects in assembly and workmanship; and (ii) in compliance with the requirements of the Project Agreement (the “Limited Warranty”).

(b) The Limited Warranty excludes:

(i) damage to any Equipment to the extent that such damage is caused by misuse, abuse, neglect, excessive use, incorrect assembly, improper handling, inappropriate operating conditions, accident or vandalism or failure to operate, use and maintain any Equipment in accordance with the instructions set forth in the installation, operation and maintenance manual(s), or any Force Majeure event;

(ii) negligence of the Customer or any third party;

(iii) foreign object damage;

(iv) normal wear and tear and cosmetic defects;

(v) warranty in excess of the warranty provided by original third party manufacturer; or

(vi) damage caused by any third party.

For greater certainty, SEW shall not be liable to the Customer for the consequences arising out of, connected with or resulting from any installation, alteration, maintenance, repair or service work performed by third parties or the Customer without the prior approval of SEW.

(c) If during the Warranty Period the Customer believes that the Project is defective or deficient, the Customer shall provide SEW with a written notice containing the full details of the alleged defect or deficiency (the “Warranty Notice”). SEW shall promptly investigate such claimed breach and shall, at its sole discretion and within 10 business days of the date of the Warranty Notice either: (i) provide information to the Customer confirming that no breach of warranty has in fact occurred; or (ii) advise the Customer of SEW’s planned corrective action. If SEW determines that the Warranty Notice was given without cause, the Customer shall reimburse SEW for all applicable costs and expenses thereby occasioned to SEW. If a breach of warranty has in fact occurred, SEW shall, at its sole discretion, promptly: (i) re-perform or correct the deficient Work at no additional cost to the Customer; or (ii) refund amounts paid by the Customer related to the portion of Work in breach of warranty. All Work that has been re-performed or corrected under warranty shall only be warranted for the balance of the original Warranty Period.

(d) Notwithstanding anything contained herein to the contrary, where SEW is required to perform corrective and preventive maintenance work, the Limited Warranty shall be limited to services actually rendered.

(e) The Limited Warranty is the only warranty provided by SEW and all other warranties and/or commitments, whether express or implied and no matter by whom made, whether statutory or otherwise, are subsumed and replaced by it and are of no legal effect. In entering into a Project Agreement, the Customer acknowledges that it does not rely on any representations or warranties not expressly set out in these Terms or the Project Agreement.

(f) If any provision of the Limited Warranty is held by a court of competent jurisdiction to be void or unenforceable, in whole or in part, such provision shall be deemed severable and will not affect or impair the legal validity of any other provision of the Limited Warranty.

18. Limitation of Liability

(a) Notwithstanding any provision contained herein to the contrary except Section 10(b) of these Terms, in no event shall SEW, its affiliated companies, shareholders, officers, directors, agents, employees, suppliers or subcontractors (collectively, “Related Parties”) be liable, either jointly or severally, to the Customer for any damages, claims, demands, suits, causes of action, losses, costs, expenses and/or liabilities in excess of an amount, in the aggregate, equal to fifty (50%).percent the Contract Price allocable to the specific Equipment or Works that gives rise to the claim regardless of whether such liability arises out of breach of contract, guaranty or warranty, tort, product liability, indemnity, contribution, strict liability (including product liability claims) or any other legal theory.

(b) UNDER NO CIRCUMSTANCES WILL SEW AND ITS RELATED PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF ACTUAL OR ANTICIPATED PROFITS OR REVENUE (INCLUDING LOSS OF REVENUES), LOSS OF USE OF ANY PROPERTY, COST OF CAPITAL, BUSINESS INTERRUPTION COSTS, DOWNTIME COSTS, INJURY TO PERSON OR PROPERTY OR DEATH, PROPERTY LOSSES AND DAMAGES DUE TO THIRD PARTY CLAIMS, ARISING OUT OF THE PROJECT AGREEMENT OR SEW’S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.

(c) Any action or suit by Customer against SEW relating to a Project Agreement or the Work covered hereby must be brought within the Warranty Period. The parties hereto acknowledge and agree that this is a commercial transaction.

19. Indemnification

The Customer shall indemnify, defend and hold harmless SEW from and against all claims, demands, causes of action (including third-party claims), losses, damages, expenses (including consequential and incidental damages, court costs and legal fees) and liabilities of every kind and nature that SEW incurs (a) as a result of Customer’s breach of any of Customer’s obligations under these Terms or the Project Agreement; (b) arising from the misuse of the Equipment or the use of the Equipment in a manner not consistent with industry standards, (c) arising from any act or omission of the Customer, any affiliate of the Customer, or any agent or employee of the Customer, or (d) arising from the manufacture by SEW of goods or special parts made in accordance with the Customer’s specifications. The Customer hereby remises, releases and forever discharges SEW from all claims arising out of a breach by SEW of the Project Agreement, including any claims for indirect or consequential damages.

20. Force Majeure

(a) For the purposes of the Project Agreement, “Force Majeure” shall mean, when used in connection with the performance of a party’s obligations under the Project Agreement, any unforeseeable events arising from causes beyond such party’s control and which by the exercise of due diligence such party could not reasonably have been expected to avoid and which it has been unable to overcome despite the exercise of reasonably diligent efforts, including, without limitation, acts of God or public enemies, acts of civil or military authority, labor disputes, natural disasters, fires, riots, wars or conditions of war, embargoes, accidents, epidemics, pandemics, floods or other unusually severe weather, or closing or obstruction of highways, bridges or ferries, delayed or failed deliveries by subcontractors, restraint by court order or public authority (whether valid or invalid); action of any governmental authority; material change in the laws, regulations, by-laws, ordinances or other legal requirements of Canada or the province or municipality of the Project Site; and/or inability to obtain or keep in force the necessary governmental authorizations, permits, licenses, certificates or approvals, in each case, if not caused by the party asserting the Force Majeure, any of which have a material, substantial and adverse effect on either parties ability to perform pursuant to the terms of the Project Agreement.

(b) SEW shall not be liable to Customer for any delay or failure to deliver or install the Equipment arising from a Force Majeure. In the event of a Force Majeure, SEW must promptly provide the Customer with written notice of the Force Majeure. SEW’s time for delivery shall be extended for a period equal to the time lost by reasons of the Force Majeure without subjecting SEW to any liability or penalty.

(c) If one or more Force Majeure events lasts longer than ninety (90) consecutive calendar days or one hundred and eighty (180) calendar days in the aggregate, either party may terminate all or part of the order, without incurring any liability or penalty, by providing fourteen (14) days written notice of such cancellation to the other party.

21. Compliance with Laws

(a) SEW is not responsible for obtaining any permit, inspection or license that is required for installation or operation of the Equipment. SEW does not make any representation or warranty that the Equipment will conform to any law, ordinance, regulation, code or standard. The Customer shall install and operate the Equipment properly and according to SEW’s operating instructions and shall not remove or change any safety device, warning or operating instructions that SEW places on the Equipment.

(b) The Customer shall comply with all applicable laws and regulations, including trade, economic, or financial restrictions or trade embargoes and any amendments thereto (collectively, the “Laws”) imposed by any applicable governmental authority, including, where applicable, Canada, the United States and the European Union. SEW shall not be liable, and the Customer agrees to hold harmless and indemnify SEW, for any breach of such Laws. The Customer shall not, except as otherwise permitted under applicable Laws, transship, re-export, or otherwise divert Equipment purchased from SEW. If applicable, the Customer undertakes to provide all information and documentation necessary for export, shipment and import to SEW is a timely manner. SEW shall not be liable, and the Customer shall hold SEW harmless, for delays or any other losses resulting from the Customer’s failure to provide accurate information and documentation, export/import reviews, or any related permitting procedures in a timely manner. To the extent permitted by law, the Customer shall, promptly upon becoming aware, provide to SEW details of any claim, action, suit, proceedings or investigation against it with respect to the Laws brought by any enforcement authority. In the event that SEW should believe, acting in good faith, that the Customer has violated, or is under investigation for violating, any Laws, or if the Customer is identified on any applicable sanctions list, SEW shall have the immediate right to terminate its relationship and/or any contract with the Customer without liability.

22. Termination

(a) The occurrence of any one or more of the following events shall constitute an event of default by the Customer hereunder (an “Event of Default”):

(i) The Customer fails to make any payment to SEW as required under the Project Agreement and such failure continues uncured for ten (10) business days after receipt of written notice from SEW;

(ii) The Customer commences bankruptcy, insolvency, reorganization, arrangement, stay, moratorium or similar debtor-relief proceedings, or becomes insolvent or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors; or

(iii) Except as otherwise expressly provided for in this Section, the Customer is in material breach of its obligations under the Project Agreement and such material breach continues uncured for fifteen (15) days after receipt of written notice of such material breach from SEW.

(b) Upon the occurrence of an Event of Default, SEW may, at its option and without prejudice to any other remedy

available to it (whether under the Project Agreement or at law or in equity), avail itself of any one or more of the following remedies:

(i) Terminate the Project Agreement immediately on written notice to the Customer;

(ii) Immediately and without notice, stop the performance of any of its obligations under the Project Agreement or any portion thereof; or

(iii) Adjust the Contract Price and/or project schedule for any increased costs associated or connected with such Event of Default.

(c) The Customer shall be entitled to terminate the Project Agreement upon the occurrence of any of the following circumstances:

(i) SEW commences bankruptcy, insolvency, reorganization, arrangement, stay, moratorium or similar debtor-relief proceedings, or becomes insolvent or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors; or

(ii) SEW is in material breach of its obligations under the Project Agreement and such material breach continues uncured for thirty (30) days after receipt of written notice of such material breach from the Customer.

SEW shall be entitled to payment for the portion of the Contract Price represented by the Work as of the date of termination. Such payment shall be made within thirty (30) days of the date of termination.

23. Confidentiality

All information disclosed by SEW in the course of a Project, including information contained in any of the documentation delivered by SEW pursuant to the Project Agreement, shall be kept strictly confidential and used only for the performance of the transaction, and, in particular, neither be used as subject-matter of applications for intellectual property rights, nor utilized in an illegal manner, and shall be returned to SEW upon completion of the transaction. The obligation to keep confidentiality shall not apply to confidential information which must be disclosed or stored by the Customer pursuant to applicable laws or regulatory or judicial order, and shall expire only if and after the knowledge contained in the delivered documents has become known to the public.

24. Dispute Resolution

The parties hereby agree that if any dispute arises out of, or relates to, these Terms or the Project Agreement, or the breach, termination, validity or subject matter thereof, they will endeavour to settle the dispute by means of good faith negotiations. In the event that the dispute cannot be resolved by good faith negotiations between the parties, then it shall be resolved by arbitration. Unless the parties agree on the arbitration procedure to be followed, the arbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by agreement between SEW and the Customer or, if the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by a Judge of the Ontario Superior Court of Justice sitting in Brampton, Ontario upon the application of either the Customer or SEW and a Judge of the Ontario Superior Court sitting in Brampton shall be entitled to act as such arbitrator, if he or she is willing to do so. The arbitration shall be held in the City of Brampton. The procedure to be followed shall be as agreed by the parties or, if such agreement cannot be reached promptly, as determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the Arbitration Act, 1991 (Ontario) as amended and successor legislation thereto. The decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom unless otherwise agreed upon in writing by the parties.

25. Notices

Any notice, approval, consent, waiver, or other communication to be given hereunder shall be in writing and shall be deemed to be given if delivered personally or by electronic mail, or sent by registered mail in which case such notice, approval, consent, waiver or other communication shall be deemed to be received on the second (2nd) business day following the mailing thereof by registered mail:

a) to SEW at:

210 Walker Drive Bramalea, Ontario L6T 3W1

Attention: Maxolution Department

b) to the Customer at the address specified in the the Project Agreement

26. Time of the Essence

Unless otherwise provided in the Project Agreement time shall be of the essence.

27. Waiver

No waiver of any of the provisions of these Terms or the Project Agreement shall constitute or be deemed a waiver of any other provision (whether or not similar) or a continuing waiver unless otherwise expressly provided in writing.

28. Assignment

Neither party shall assign the Project Agreement or any of its rights and obligations hereunder without the prior written consent of the other party. Subject to the foregoing, these Terms and the Project Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

29. Severability

In the event that any provision herein or part thereof shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts thereof shall be and remain in full force and effect. If, in any judicial proceeding, any provision of these Terms or the Project Agreement is found to be so broad as to be unenforceable, it is hereby agreed that such provision shall be interpreted to be only so broad as to be enforceable.

30. Entire Agreement

The Project Agreement, including these Terms, all appendices attached thereto, constitutes the entire agreement and understanding between the parties with respect to the subject matter thereof and that there are no collateral agreements, representations or warranties, verbal or otherwise. SEW shall not be bound by any terms and conditions affixed to Customer’s purchase order or other procurement documents that are in addition to or inconsistent with the Project Agreement.

31. Governing Law

The Project Agreement and any document relating thereto shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without reference to their respective conflict of laws rules and excluding the United Nations Convention on the International Sale of Goods. Both parties hereby expressly and irrevocably attorn to the exclusive jurisdiction of the courts of Brampton in the Province of Ontario in respect of all matters arising out of or in connection with this Project Agreement and any document relating thereto or such other competent Ontario court that may have jurisdiction over the subject matter. Notwithstanding the foregoing, SEW retains the right to seek equitable or injunctive relief in any court of competent jurisdiction.

32. Language

The Project Agreement, these Terms and any documents relating thereto have been prepared in the English language at the express request of the parties. Les parties exigent, et par les présentes confirment leur demande, que ce contrat et tous les documents y afférents soient rédigés en anglais seulement.

33. Privacy Policy

Any personal information collected by SEW in the course of this transaction shall be subject to SEW's Privacy Policy. SEW's Privacy Policy is available for review at https://www.sewcan.ca/english/privacy.aspx and is incorporated by reference into these Terms.

34. Counterparts and Execution of the Project Agreement

The Project Agreement may be executed in any number of counterparts, and/or by facsimile or e-mail transmission, each of which shall constitute an original and all of which, taken together, shall constitute one and the same instrument. Notwithstanding the date of execution of any counterpart, each counterpart shall be deemed to bear the effective date first written above. Any party executing the Project Agreement by fax or PDF file shall, immediately following a request by any other party, provide an originally executed counterpart of the Project Agreement; provided, however, that any failure to so provide shall not constitute a breach of the Project Agreement except to the extent that such electronic execution is not otherwise permitted under the Electronic Commerce Act, 2000 (Ontario).

SEW-EURODRIVE subsidiaries and branches outside of Canada

The respective local general (delivery) terms and conditions apply for transactions with customers of SEW-EURODRIVE subsidiaries and branches:

SEW-EURODRIVE worldwide