Contract: These Terms and Conditions shall govern the provision by Quality Plates & Profiles Limited (“QPP”) to the purchaser (the “Buyer”), of the goods and/or services specified in the quotation (the “Work”) to which these Terms and Conditions are attached (the “Transaction”). The Buyer’s issuance of a purchase order or other agreement to proceed with the Transaction following receipt of the quotation to which these Terms and Conditions are attached shall be conclusive evidence of the Buyer’s acceptance of these Terms and Conditions, whether or not the Buyer submits its own terms and conditions as part of such acceptance or otherwise as part of the Transaction. Upon such acceptance the Transaction shall be governed by these Terms and Conditions to the exclusion of all other documents relating to the Transaction.

Quotes and Delays: Quoted pricing is valid for 5 business days and subject to review at time of order. Stock availability subject to prior sale. Any unexpected delays caused by the Buyer will impact the completion/delivery of the Work, and QPP is not liable for any such delays. QPP will not be liable for any delay in performance due to war, embargoes, riots, fires, floods, accidents, mill conditions, strikes, differences with workmen, shortage of transportation fuel, labor or materials, acts of God, border shutdowns/lockouts, acts of governmental authorities or any cause beyond the reasonable control of QPP.

Price: Prices subject to confirmation at time of order. Partial orders will require a requote. Any taxes which QPP may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of the Work, including taxes upon or measured by the receipts from the sale thereof, shall be for the Buyer’s account, who shall promptly pay the amount thereof to QPP.

Warranty: QPP makes no warranties with respect to the goods or services being delivered under this Agreement and the Buyer must look to the manufacturer of the goods for any warranty claims. QPP specifically disclaims all other express or implied warranties including, without limitation, any warranty of workmanship, any warranty of fitness for a particular purpose, any warranty of merchantability and any warranty as to the performance or capabilities of the Work once the Work has been provided.

Quality Assurance: Non-Conformance Reports (NCRs) must be reported to the QPP quality assurance department within 5 business days of shipping. No Work shall be returned without QPP’s consent in writing. QPP will furnish instructions for disposition of rejected Work. To be allowable, claims of error in the number of pieces must be made in writing within 48 hours after receipt of the Work by the Buyer. Anything herein to the contrary notwithstanding, QPP shall not be responsible or liable to the Buyer or others in any manner whatsoever for the service behavior of any machinery or equipment or parts unless such is designed in its entirety and manufactured by QPP and then only to the extent described in the specifications hereof and in these Terms and Conditions.

Delivery and Risk: All means of pick-up, delivery, transportation, and/or routing shall be determined by QPP, unless otherwise specified. In the event a delivered price is quoted and unless otherwise provided herein, QPP shall not be responsible for switching, spotting, handling, storage, demurrage, or any other transportation or accessorial service, nor for any charges incurred therefore, unless such charges are included in the applicable rate from shipping point to destination. The Buyer assumes all risk for any Work at the time of delivery of the Work to the transportation company, and QPP disclaims all liability with respect to the handling of any Work thereafter. QPP disclaims all liability associated with the Buyer’s presence on QPP property, including but not limited to if the Buyer is on QPP property in order to pick up any Work.

Remedies and Limitation of Liability: QPP’s liability in respect of material furnished shall be limited to making replacements or repairs as hereinabove provided, and the Buyer’s sole and exclusive remedy against QPP shall be to obtain such replacements or repairs. Notwithstanding anything to the contrary in these Terms and Conditions or elsewhere, QPP shall not be liable for any indirect, consequential, incidental, special, punitive, exemplary or liquidated damages arising in any way in relation to the Transaction or these Terms and Conditions, whether suffered or incurred by the Buyer or any third party, and the total aggregate liability of QPP arising in any way in relation to the Transaction, whether arising in contract, tort, strict liability, warranty or any other theory, shall be limited to the purchase price paid by the Buyer as part of the Transaction. QPP shall not be liable for any liquidated damages or penalties in relation to the Transaction, including, without limitation, for the failure to meet any schedule milestone dates.

Terms of Payment: Net 30 on approved credit, except as otherwise specified in writing. QPP retains all of its lien rights with respect to the Transaction.

Credit Approval: Release for shipment and delivery shall at all times be subject to QPP’s review of the Buyer’s credit risk.

Amendment and Cancellation: Cancellation of an order will incur a 10% restocking charge for material and payment for any labour up to the date of cancellation. These Terms and Conditions may not be amended or cancelled except by written agreement signed by an authorized signatory of QPP and expressly referencing the provisions to be amended. The Buyer may cancel a purchase Order within 5 days of QPP’s receipt of such purchase order or up to the date QPP commences Work under the purchase order, whichever is earlier, otherwise the Buyer is liable for the full amount of such order. If at the time of cancellation no Work has been executed but the material has been ordered the Buyer will compensate QPP for said material at the paid invoice price plus an administration fee of 20%.

Waiver/Severability: Waiver by QPP of any of these Terms and Conditions shall not constitute a waiver of any other of these Terms and Conditions. If any provision of these Terms and Conditions is held to be void or unenforceable such provision shall be severed herefrom and the remainder of these Terms and Conditions shall remain operative and binding on the parties.

Governing Laws: The Transaction and these Terms and Conditions shall be governed by the laws of the Province of Ontario.

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