Modification – Cancellation of order: Any modification and/or cancellation of an order of Products and/or services shall, except in cases of Force Majeure, as defined below, only be taken into consideration by the Seller at its sole discretion and remain subject to its prior written agreement. The economic consequences of any nature of such order cancellation or modification shall be borne by the Purchaser.

Errors or Shortages: Must be reported in writing to the Seller within three days of the receipt of the material. Otherwise, they shall be considered accepted.

Transfer of risks & Title: Transfer of risks shall be in accordance with the applicable INCOTERM in the order. Until payment is received, the Products remain the property of Seller regardless of the manner which such Products may be attached to any real property. Title to the Products shall not transfer to the Purchaser until all payments to be made by the Purchaser have been made in full to Seller. Risk of loss, injury to, or damages due to destruction of the Products will pass to the Purchaser upon unloading and shipment for delivery to the Purchaser and will not release the Purchaser of its obligations or duties under this contract, nor lower or lessen the amount which the Purchaser is required to pay Seller. The Purchaser will not allow the Products to be permanently removed from the place to where they were delivered by Seller unless in the ordinary course of Purchaser’s business. The Purchaser will not allow any other person to have an interest in the Products or a claim, lien, security interest or other encumbrance, against the Products unless in the ordinary course of business. Seller reserves and Purchaser grants a purchase money security interest in the Products and the proceeds therefrom which are the subject of orders and Seller reserves the purchasers’ rights of a secured party under the Uniform Commercial Code. Purchaser may in its discretion execute and file all necessary financing statements and other documents evidencing this security interest with the appropriate State authorities. Seller may have reasonable access to Purchaser facilities to exercise its remedies as a secured party. The provisions of applicable state law including without limitation, if and to the extent applicable, the Illinois Die and Lien Act or any successors statutes is applicable to this transaction.

Force Majeure: Seller will not be responsible nor will allowances be made for any delay in producing, distributing, procuring, delivering or servicing products caused by Acts of God, fires, civil commotion, war, acts of terror, riot or insurrections, plagues or pandemics, strikes or differences with or amongst workman, government interference, inability to secure transportation, accidents, weather conditions, timing of deliveries from Seller’s vendors and suppliers, or any other contingencies not under Seller’s control, or which could reasonably not have been anticipated or prepared for. Should any of the foregoing conditions continue for a period of 30 days after its occurrence, Seller may, at its option, delay fulfillment of this order until the force majeure event abates or cancel this order without incurring any liability therefore to the Purchaser.

Tolerances and Variations: Except for any variances and particulars specified by the Purchaser and agreed to in writing by Seller, the Products being sold to Purchaser are produced in accordance with Seller’s Standard Practices. All Products, however, are subject to tolerance and variations consistent with good manufacturing practices, with regard to dimension, weight, sections, composition, mechanical and electrical properties; to normal variations in surface and internal conditions in quality, and in deviation from tolerances and variations consistent with practical testing and inspection methods.

Deviations from Manufactured Quantities: Seller may require a deviation on quantity of +/- 10% on production runs. Assignment: Purchaser agrees not to assign or encumber any of its rights or duties hereunder without the prior written consent of Seller in its sole discretion.

Default or Breach: If the Purchaser does not comply with any term or condition of these General Conditions, Purchaser shall be in default. When the Purchaser is in default, Seller may require immediate payment of the amounts due and remaining without formally demanding payment from the Purchaser or formally notifying the Purchaser that the payments are immediately due. Seller may, but is not required to, take possession of the Products, dispose of them (by sale, lease, or otherwise), as Seller sees fit, and keep all payments heretofore made by the Purchaser. Retaking and/or sale of all or any part of the Products shall not operate to release the Purchaser from the obligation to pay in full all amounts agreed to be paid by the Purchaser.

Governing Law & Jurisdiction: The Terms and Conditions shall be construed in accordance with and governed by the laws of the Province of Quebec and the rights given to the parties hereunder are cumulative and are in addition to every remedy herein given or now or hereafter existing at law, in equity or by statute. All actions shall be brought in the exclusive forum of the courts located in the Province of Quebec and all parties waive any claims of forum non conveniens.

Entire Agreement: The parties intend that any contract arising pursuant to these Terms and Conditions and any contract or document which these Terms and Conditions constitutes their entire contract which shall be a contract for the benefit of the parties only, and shall not be a contract for the benefit of any other person. Under no circumstances shall any person be a third-party beneficiary of any such contract. Any reference to Seller used herein shall refer to the actual entity, whether Seller or any direct or indirect subsidiary or affiliate thereof who is actually selling the Products and executing the order to which these Terms and Conditions are attached.

Any breach by either Party of the provisions of this clause shall be deemed a serious breach entitling the other Party to unilaterally terminate this Contract without notice or compensation, and subject to payment of all damages to which such Party may be entitled as a result of such breach.

Each Party shall be solely liable for any breach of the said legal or regulatory provisions, whatever they may be, without being able to call the other Party as guarantor.