MGS Filter Products Inc. - Terms and Conditions:

DEFINITIONS: “Buyer” as used herein shall mean the purchaser of goods and/or services from MGS Filter Products Inc. “Seller” shall mean MGS Filter Products Inc. “Product” shall mean the goods or services purchased by the Buyer from the Seller.

ACCEPTANCE
This document from the Seller contains the entire terms and conditions associated with this transaction. Any different or additional terms or conditions contained in any other document, including but not limited to, quote, purchase order, other Buyer document, or mention verbally, shall not be effective or binding upon the Seller unless agreed to in writing and signed by an Officer of the Seller. If the Buyer issues a purchaser order or other correspondence addressing this transaction that shall be for the Buyer’s internal purposes only and the terms and conditions contained therein shall have no force or effect.

QUOTATIONS
Until an order is accepted by the Seller, quoted prices are subject to change without notice. Prices for Products quoted are based on a reasonable estimation of the Seller’s labour and material costs as of the date of the quotation unless otherwise specified.

ORDERS & DELIVERY
If, after the placement of an order, the Buyer reduces quantities, the Buyer shall pay to the Seller any increased cost caused by the manufacturing of any lower quantity. The cost shall be implemented into all parts shipped and any balance of any revised order. Order acceptance may be based on the Buyer accepting over-run or under-run on each individual item not exceeding 5% of quantities ordered. Additional charges to the Buyer may be applied in the event that material supplied by Buyer does not meet required specification and causes additional manufacturing costs to the Seller. Delivery dates are set at the time of Order acceptance and shall include these terms and conditions.

CHANGES & CANCELLATIONS
The Seller shall not be responsible for any changes in specifications unless such changes are confirmed in writing by the Buyer and accepted in writing by the Seller. Any price variation resulting from such changes shall become effective immediately upon the acceptance of such changes. Upon acceptance by the Seller, an order can only be cancelled effective with the date of the Seller’s written consent and upon terms that indemnify the Seller against any loss incurred by the change order. Upon effective cancellation or change, the Seller shall have the option to continue the processing of materials or articles affected to the point at which the processing can be halted with the least inconvenience to the Seller. If any prior inventory in the Seller’s possession shall become obsolete due to such changes or cancellations by the Buyer, the Buyer agrees to be immediately invoiced for the value of the obsolete inventory.

ENGINEERING (NRE) CHARGE
Additional Engineering (NRE) charges may be quoted to cover the cost of process design required for the Seller to perform the Buyer’s manufacturing requirements, which may include fabricating special tooling fixtures, machine programming and SPC systems as examples. It is agreed that these engineering charges shall be made on the original order. If these costs are not included in the original order or if revisions are made, an additional engineering charge may be applied as necessary in the Seller’s sole discretion.

BUYER-SUPPLIED MATERIALS
The Seller shall be at liberty to elect to use materials supplied by the Buyer or materials purchased by the Seller on behalf of the Buyer. If the Seller agrees to use materials supplied by the Buyer, then the Buyer shall be solely responsible for supplying and delivering such material in a timely manner at no cost or expense to Seller, in sufficient quantity and quality, including any loss, waste, or scrap that may occur for any reason, as the Seller deems necessary to complete the order. The Buyer hereby acknowledges that the Seller shall not be liable for, and the Buyer shall pay any previously negotiated delivery premiums, despite any failure or delay in delivering any goods to be provided hereunder if such failure or delay is caused by the Buyer’s failure to supply and deliver such materials in a timely manner or in sufficient quantity and quality as the Seller deems necessary. Should the Seller elect to purchase their own materials, the Buyer agrees that they shall be solely responsible for reimbursing the Seller for the cost of said material.

SPECIAL ORDERS AND INTELLECTUAL PROPERTY
If any material shall be specially manufactured or sold by the Seller to meet the Buyer’s specifications, the Buyer will indemnify, hold harmless and defend Seller from and against any and all claims, suit, damage, cost, expense, fine, liability or cause of action whatsoever, including all solicitor and their own client fees, on account of, relating to, or arising out of any claimed infringement of the rights of any third party due to the use of the Product by the Buyer, or the further use, distribution or sale of the Product by the Buyer.

CUSTOMER APPROVALS
If Buyer pre-production approvals are required, deliveries will be based on date of receipt of said approval. If approvals are not received in a timely fashion, additional set-up charges may apply and/or delivery dates may be delayed. The Buyer agrees that they will be solely responsible for these charges and delays.

DOCUMENT AND RECORD RETENTION
The Seller shall retain all customer supplied information, documents, and resultant Seller quality management system records for a period of seven (7) years from date of order. If customer requirements differ, the Buyer must notify the Seller of these requirements and obtain the Sellers written consent for any deviation.

REGULATORY REQUIREMENTS
Should the Buyer have regulatory requirements for a given Product, the Buyer agrees and confirms that it shall be responsible for ensuring that all requirements have been provided to the Seller when submitting an Order. It is expressly agreed and acknowledged that the Seller shall not be held liable for any Product failing to meet the regulatory requirements of the Buyer should those requirements not be listed on the Purchase Order and acknowledged in writing by the Seller. In the event that the Buyer should fail to communicate the regulatory requirements to the Seller, the Buyer shall be responsible for all costs incurred by either the Buyer or the Seller in order to bring the Product in line with said regulatory requirements and for all work done to date.

FORCE MAJEURE
The Seller will be excused from the obligations of this contract to the extent that performance is delayed or prevented by any circumstances reasonably beyond its control or by fire, explosion, mechanical breakdown, strikes or other labour troubles, plant shutdown, unavailability of or interference with the usual means of transporting the product, unavailability of materials, or compliance with any law, regulation or request of any governmental authority (hereafter described as “Force Majeure”). The occurrence of such a Force Majeure event shall act to suspend performance. Either party shall have the right to terminate any unperformed portion of the contract as a result of a Force Majeure situation. However, the duty of the Buyer to pay for the Product received or for reasonable expenses incurred by the Seller in relation to the Product up until the occurrence of the Force Majeure event is never suspended.

CLAIMS
Claims by the Buyer for a non-conforming Product, shipment, delivery or for any other cause associated with the Seller’s performance, shall be deemed waived unless submitted in writing, with documented evidence of non-conformance, within thirty (30) days of receipt of shipment.

REMEDIES
The Seller’s obligation and the Buyer’s exclusive remedy for any claim or cause of action is limited to the repair or replacement of Product not conforming to specifications as agreed upon by the parties. THE SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT OR CONSEQUENTIAL DAMAGES, OR EQUIVALENT THEREOF NO MATTER HOW CLAIMED, COMPUTED OR CHARACTERIZED, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RELATED TO LABOUR, DOWNTIME, LOSS OF PROFIT OR REVENUE, LOSS OF RETURN ON INVESTMENT, COST OF CAPITAL, LOSS OF OPERATING TIME OR PRODUCTION, LOSS OR REDUCTION OF USE OR VALUE OF ANY FACILITIES, EXPENSE OF REPLACEMENT PRODUCTS OR POWER, OR INCREASED COSTS OF OPERATIONS OR MAINTENANCE, ARISING OUT OF OR IN CONNECTION WITH ANY BREACH OF WARRANTY OR NONCONFORMANCE OR DEFECT IN THE PRODUCT, REGARDLESS OF WHETHER SUCH LIABILITY SHALL BE CLAIMED IN CONTRACT, WARRANTY, EQUITY, TORT OR OTHERWISE.

WARRANTIES
The Seller warrants that the quality of the Product shall conform to specifications as agreed upon by the parties. THIS IS THE ONLY REPRESENTATION OR WARRANTY THE SELLER MAKES AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES UNDER STATUTE OR ARISING OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY OTHER WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR USE, ARE EXPRESSLY DISCLAIMED.

INDEMNIFICATION
The Buyer agrees to indemnify, defend and hold harmless the Seller, its officers, agents, employees, successors, assigns, customers and users of the Product, from and against any and all losses, expenses (including without limitation, solicitor and their own client costs, and other professional fees), costs, damages, demands, liabilities, suits and claims in connection with or arising out of any actual or alleged personal injury (including death) or damage or destruction to property (including loss of use) by whomsoever suffered, sustained or alleged to have been sustained by reason of any act, error or omission, whether negligent or not, of the Buyer or its agents, employees, or affiliates, provided that such injury, death, damage or destruction is not occasioned by the sole negligence of Seller or its agents and employees.

CHOICE OF LAW AND VENUE
The transaction between the Buyer and the Seller shall be governed by the laws of the Province of Ontario, and the parties attorn exclusively to the jurisdiction of the Ontario Courts in all matters related thereto. The Buyer and the Seller mutually agree that the United Nations Conventions on Contracts for the International Sale of Goods does not apply to this transaction.

ENTIRETY AND MODIFICATION
This document contains the entire agreement of the parties and all proposals, negotiations and representations, if any, made prior to and concerning this contract are merged herein. Any subsequent modifications to this contract shall be at the discretion of the Seller, and must be in writing stating an intention to modify the agreement and signed by an authorized representative of the Seller.

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