1. APPLICABLE CONTRACT PROVISIONS.

a. “BUYER” means the entity issuing the Order, and any affiliates, subsidiaries, successors or

assigns thereof. “SELLER” means the person, firm or company to whom the Order is addressed.

“Materials” means all the products and/or services to be supplied by SELLER under the Order.

“Order” means the purchase order issued by BUYER for the supply of Materials, which may be an

oral communication or a written or electronic document, and may also include particular shipping

instructions and/or other specifications required by BUYER for the Materials.

b. These terms and conditions, together with the Order, constitute an offer by BUYER to

purchase the Materials from SELLER pursuant to the terms and conditions described herein. This

offer is not an acceptance or a confirmation of any previous offer or proposal from SELLER, and

this offer shall be deemed to be a rejection and counteroffer with respect to any previous offer or

proposal from SELLER. Acceptance of any shipment of the Materials shall not be construed as an

acceptance of any such previous offer or proposal or an acceptance of any different or additional

terms proposed by SELLER.

c. This offer shall become an “Agreement” upon acceptance by SELLER. SELLER shall be

deemed to have accepted this offer by commencement of performance called for in the Order, by

delivery of the Materials to BUYER, by written acceptance or confirmation of this Agreement, or by

any other act or communication constituting legal acceptance, whether or not any such acceptance

or confirmation purports to state terms additional to or different from those stated herein. BUYER

hereby expressly objects to and rejects any such additional or different provisions, and none of

such provisions shall be deemed to be a part of this Agreement unless specifically agreed to in

writing by BUYER.

2. SALE OF MATERIALS.

a. SELLER agrees to sell, transfer and deliver the Materials to BUYER for the purchase price

set forth in the Order, subject to all of the covenants, terms and conditions hereof.

b. BUYER agrees to purchase the Materials, subject to all of the covenants, terms and

conditions hereof, and to pay SELLER the purchase price set forth in the Order. Typographical and

other clerical errors in the Order are subject to correction. BUYER reserves the right at any time to

modify the Order upon notice to SELLER. Upon such notice, BUYER and SELLER shall negotiate

an equitable adjustment in price and/or time of performance. BUYER shall have the right to stop

all or part of the work under the Order or cancel any future delivery of any Materials upon notice to

SELLER.

c. SELLER agrees to obtain from BUYER a purchase order number for any and all purchase

orders of goods and/or services. SELLER further agrees it will clearly reference the purchase order

number on the applicable invoice(s). SELLER acknowledges that any invoice submitted to BUYER

that does not clearly reference BUYER’s corresponding

3. PURCHASE PRICE AND TERMS OF PAYMENT.

a. Materials shipped against this Agreement shall be invoiced at the price set forth in the Order.

Unless otherwise specified on the Order, payment of the purchase price shall be due sixty-days

after the later of BUYER’s receipt of SELLER’s correct invoice for such shipment or the date on

which the Materials are received by BUYER. SELLER agrees that it will take no adverse action

against BUYER for any invoices not paid resulting from SELLER’s failure to obtain or clearly

reference purchase order numbers on the applicable invoices or accurately invoice BUYER.

b. The purchase price for the Materials shall include all taxes, customs duties, customs fees

or other governmental charges due with respect to the Materials. BUYER shall, however, pay for

any taxes that it is statutorily required to pay. SELLER shall provide BUYER with documentation

satisfactory to BUYER that establishes BUYER’s statutory liability to pay such taxes. If SELLER

fails to provide such documentation, BUYER shall not be obligated to pay any such taxes.

c. SELLER shall be responsible for all shipping and insurance costs, including without

limitation, packing, crating, cartage and freight costs. d. BUYER may set off any amount owing at

any time from SELLER to BUYER or any of its affiliates against any amount payable at any time

by BUYER.

4. SHIPMENT, DELIVERY AND ACCEPTANCE.

a. SELLER shall deliver the Materials F.O.B. to the place designated for shipment by BUYER

in the Order. SELLER shall follow any shipping instructions provided by BUYER and shall properly

and carefully package the Materials for shipment. Any loss or damage, whenever occurring, which

results from SELLER’s improper packaging or crating shall be borne by SELLER. Notwithstanding

anything in the foregoing to the contrary, title to and risk of loss of the Materials shall pass to

BUYER only upon receipt of the same by BUYER, and any rightful rejection or revocation of any

Materials by BUYER shall immediately shift the risk of loss of such Materials, wherever located, to

SELLER.

b. All items shipped shall be properly identified with BUYER’s purchase order number and any

purchase order item number or other identification number shown. SELLER accepts full

responsibility for the completeness and accuracy of all transport and customs documentation

(“Shipping Documents”) provided to BUYER. SELLER accepts any liabilities resulting from

incomplete or inaccurate data on Shipping Documents or failure to comply with any import or export

requirements.

c. Notwithstanding anything herein to the contrary, BUYER shall have a reasonable

opportunity to inspect the Materials after the same have been delivered to BUYER’s premises.

BUYER shall not be deemed to have accepted any such Materials until the expiration of such

reasonable time for inspection. The parties acknowledge and understand that BUYER may inspect

any commercial lot of the Materials consisting of numerous units of the same product by inspecting

only a reasonable sampling of such units and that BUYER may revoke acceptance of any other

units of such commercial lot which BUYER at a later time discovers to be defective. Upon rejection

or revocation of acceptance of any Materials, SELLER promptly shall replace or correct, at

BUYER’s option, any unsatisfactory units at SELLER’s expense, including all shipping costs.

BUYER’s failure to inspect or reject Materials, or payment for Materials, shall not relieve SELLER

of any of its obligations hereunder or constitute a waiver of any of BUYER’s rights hereunder.

d. All international Freight shipments that contain wood packaging materials must be fumigated

or heat treated prior to shipping. (Ref. ISPM 15 –International Shipping Restrictions re: wood

packaging)

5. WARRANTY PROVISIONS.

a. SELLER hereby warrants to BUYER that, the Materials: (i) shall be provided in a competent,

professional manner and in accordance with the highest standards and best practices of SELLER’s

industry; (ii) shall be free from defects in materials and workmanship, and shall be merchantable

and fit for their particular purpose; (iii) shall conform to and perform in accordance with all

specifications, drawings, samples and other requirements referred to in the Order and provided by

SELLER; (iv) when shipped shall be free from all liens, security interests and encumbrances of any

type whatsoever; and (v) shall be manufactured, produced, labeled, furnished and delivered to

BUYER in full and complete compliance with all applicable laws and regulations. SELLER agrees

to cooperate with any audit conducted by BUYER or at BUYER’s direction to confirm that the

Materials are being generated without reliance on child labor, slave labor or human trafficking.

Furthermore, as requested by BUYER, SELLER agrees to execute and provide any and all

information, documents and certifications reasonably required by BUYER pursuant to subsection

(v) above, and use due diligence protocols, standards and procedures in its supply chain as are

necessary to comply with its obligations herein.

b. SELLER shall act in a manner consistent with BUYER’s Code of Ethics and Business

Conduct Policy.

c. SELLER shall give BUYER reasonable advance written notice of any production change related to

the Materials, including but not limited to any change in the manufacturing process, formulation, raw

materials or production location. For any change that could affect performance of the Materials, SELLER

shall complete any reasonable qualification processes of BUYER and address BUYER’s concerns about

the change.

6. DEFAULT.

a. SELLER shall be deemed to be in default hereunder if it violates any of the terms hereof or

fails timely to perform any of its covenants, duties or obligations hereunder, or if it performs or fails

to perform any other act, whether pursuant to this Agreement or otherwise, which gives BUYER

reasonable grounds to feel insecure with respect to SELLER’s future performance hereunder.

b. Upon default by SELLER hereunder, BUYER may exercise any or all of the following rights

and remedies, in addition to such other rights and remedies as may be provided hereunder or

under applicable law: (i) Reject or revoke acceptance of any or all of the Materials, whether or not

such Materials are defective and whether or not the condition of delivery thereof otherwise relates

to, pertains to, concerns or gives rise to such event of default; and/or (ii) Terminate this Agreement

without any obligation whatsoever with respect to Materials not yet delivered to BUYER at the time

of such termination. BUYER’s decision to pursue any one such remedy shall not be deemed to be

an election not to pursue any other remedy at the same time or at any other time.

7. INDEMNIFICATION.

a. SELLER agrees to indemnify and hold BUYER harmless from and against any and all

liabilities, costs, losses or expenses, including reasonable attorneys’ fees, incurred or suffered by

BUYER as a result of or in connection with SELLER’s breach of any of its obligations hereunder.

b. SELLER agrees to indemnify and hold BUYER harmless from and in respect of any

damages, losses or expenses which BUYER may suffer or incur (including reasonable attorneys’

fees) arising out of, relating to or concerning any claim, action or allegation that any of the Materials

(or the use of same in an intended manner) infringes any patent or intellectual property rights

claimed by any third party; provided that BUYER shall notify SELLER in writing of any such claim,

act or allegation promptly after learning of the same and shall assist and cooperate in the defense

or settlement thereof. Such defense or settlement shall be at SELLER’s sole expense, and

SELLER shall pay all damages and costs finally awarded against BUYER as a result of any such

suit or proceeding.

8. INSURANCE.

a. For the duration of this Agreement and for three years following its completion or termination,

SELLER shall secure and maintain in effect, at its own expense, by insurance companies rated AVII

or better by A.M. Best, at least the following insurance coverage that will fully protect both

SELLER and BUYER: commercial general liability (including product liability and completed

operations liability) in a sum no less than $5 million per occurrence, automobile liability with a

minimum combined single limit of $1 million per occurrence, worker’s compensation in an amount

no less than the applicable statutory minimum requirement and employer’s liability in an amount

no less than $1 million per occurrence. The insurance SELLER is required to maintain under this

Agreement shall: (i) name BUYER and its affiliates, directors, officers, employees and agents

(“BUYER Parties”) as additional insureds, (ii) be endorsed to provide a waiver of subrogation in

favour of BUYER Parties, and (iii) be primary over any other insurance available to BUYER or any

self-insurance program of BUYER.

b. Prior to delivery of any Materials, SELLER will provide to BUYER certificate(s) of insurance

evidencing that SELLER maintains insurance in accordance with the foregoing requirements.

BUYER shall have no obligation to examine such certificate(s) or to advise SELLER in the event

the insurance is not in compliance with BUYER’s requirements. BUYER’s receipt and/or

acceptance of certificate(s) not in compliance with BUYER’s requirements shall not be construed

as a waiver of such insurance requirements, which constitute a material condition to this

Agreement. Further, the insurance coverage and amounts to be maintained are not intended to

and shall not in any manner limit or qualify the liabilities and obligations of SELLER.

9. GENERAL PROVISIONS.

a. In order to assess SELLER’s performance under and compliance with the Agreement,

including but not limited to SELLER’s compliance with respect to pricing, specifications, warranties

and certifications, BUYER and/or its designated representative(s) shall have the right upon

reasonable notice to SELLER to access and audit SELLER’s facilities, books, records, goods and

services related to the Agreement and Materials. The costs of any such audit will be paid by

BUYER, unless the audit reveals any non-conformance by SELLER, in which case SELLER will

promptly reimburse BUYER for the reasonable costs of the audit.

b. SELLER shall furnish, at SELLER’s expense, all labour, materials, equipment,

transportation, facilities and other items that are necessary to meet the Order requirements. Time

is of the essence in SELLER’s performance. SELLER must immediately notify BUYER whenever

SELLER has knowledge of an actual or potential delay to the timely performance of the Order. In

the event of SELLER’s refusal or failure to meet the delivery date(s) specified in the Order, BUYER

may, without limiting its other rights and remedies, direct expedited routing and charge excess

costs incurred thereby to SELLER, or cancel all or part of the Order.

c. This Agreement shall constitute the complete understanding and contract between SELLER

and BUYER with respect to the subject matter hereof and supersedes any prior written or oral

understandings with regard thereto. No purported amendment, modification or waiver of any

provision of the Agreement shall be binding on BUYER unless set forth in a written document

signed by an authorized representative of BUYER. Any waiver shall be limited to the circumstance

or event specifically referenced in the written waiver document and shall not be deemed a waiver

of any other term of the Agreement between SELLER and BUYER or of the same circumstance or

event upon any recurrence thereof.

d. SELLER may not assign or subcontract any of its rights or obligations without BUYER’s prior

written consent. SELLER is responsible for the performance or non-performance of any

subcontractor and will indemnify, defend and hold harmless BUYER from and against all claims,

actions, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising from

any subcontractor’s acts or omissions.

e. If any provision hereof is held to be unenforceable by the final order of any court of

competent jurisdiction, such provision shall be severed here from and shall not affect the

interpretation or enforceability of remaining provisions hereof.

f. This Agreement shall be governed by and interpreted in accordance with the laws of the

Province of Ontario, without reference to any conflicts of law principles. The United Nations

Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

SELLER hereby consents to the exclusive jurisdiction and venue of the Federal and state courts

located in the Province of Ontario as the exclusive forum for the resolution of disputes.

g. SELLER shall not advertise, publicly announce or provide to any other party information

relating to the existence of this Agreement or use BUYER’s name in any format for any promotion,

publicity, marketing or advertising purpose, without BUYER’s prior written consent. All information,

drawings, material, goods, equipment, apparatus or documents disclosed or delivered to SELLER

by BUYER or arising from work or services done for BUYER, and also all knowledge of any

business relationship between SELLER and BUYER, shall be treated by SELLER as confidential

proprietary information of BUYER and shall not be disclosed or made available to others by

SELLER without prior written permission by an officer of BUYER. SELLER also agrees not to use

any of such information, drawings, material, goods, equipment, apparatus or documents for the

manufacture or production of products or components for any other party or for SELLER. Such

obligation shall not apply to any information, material, goods, equipment or apparatus which

SELLER establishes (a) is already known to SELLER at the time of its receipt from BUYER as

shown by SELLER’s records, (b) is or subsequently becomes available and accessible to the public

through no fault of SELLER, or (c) is disclosed to SELLER by a third party on a non-confidential

basis.

h. The title to any tangible property, including but not limited to material, goods, equipment,

apparatus, documents, and literary property (e.g., drawings, manuscripts, artwork, motion pictures,

video programs, and computer software), provided to SELLER by BUYER or produced by SELLER

in submitting a bid or estimate or in carrying out an Order for BUYER shall be vested in BUYER,

and SELLER agrees to return or deliver such tangible property to BUYER upon request. SELLER

hereby expressly assigns to BUYER all copyrights in and to any literary property produced by

SELLER for BUYER.

i. In the event the Agreement relates to consulting services, the SELLER shall be considered

a consultant and every work or idea created or acquired by or on behalf of the SELLER for BUYER

(past and future) shall be considered a “work made for hire” on behalf of the BUYER. It is the intent

of the parties that BUYER shall have unrestricted ownership in and to all such works and to any

derivative works, without further compensation of any kind to the SELLER. To the extent that the

law would fail to automatically vest in BUYER the full unrestricted ownership of all such works under

“work for hire” treatment or similar concepts, the SELLER hereby assigns to BUYER the copyright

and any and all other rights in and to every such work including any derivatives, and the SELLER

waives any claim of moral right that it may have in or in connection with such work.

j. BUYER and SELLER acknowledge that they are each independent parties and neither shall

be deemed an agent or representative of the other or have authority to bind the other in any manner

whatsoever.

k. During the term of this Agreement and one year following completion of final delivery of the

Materials, SELLER agrees that it will not, without BUYER’s prior written consent, directly, or

indirectly through third parties, employ, solicit, engage or retain the services of BUYER’s

employees or personnel.

l. QSF 7.4-1.3 Mutual Supplier/Sub Contractor Confidentiality, and where applicable Non-

Competition Agreement as stated in previous terms and condition paragraphs shall have a sign

form on fill and/or acceptance of Order.

10. SUPPLIER QUALITY REQUIREMENTS

a. Form QSF-195 Quality Clauses for Suppliers applies.