The following terms and conditions shall apply to all sales of products of Western Spring and Wire Ltd. ("Western")(the Product(s)"). The terms and conditions contained herein shall form part of any and all quotations, proposals or product outlines (which individually and/or collectively are hereinafter referred to as the "Quotation") prepared by Western or on behalf of Western by a duly authorized representative or agent. Quotations are prepared using information available at the time of its preparation. Should Western be advised of additional information, which causes a change in specifications, design, cost or schedule, which Western deems to be significant, in its sole discretion, Western reserves the right to withdraw or amend any Quotation.

Quotation Acceptance Period
This Quotation is valid for acceptance for a period of sixty (60) days.

The term "Purchase Order" as used hereinafter refers to a purchase order, which has been approved and accepted by Western. There are no understandings or agreements between the buyer and Western except as set out in the Purchase Order. Western will not commence work on any Product until receipt and acceptance of the Purchase Order executed by the buyer and if applicable, a deposit received.

Cancellation or Postponement of Order
In the event of a request from the buyer to cancel or postpone a Purchase Order, the following amounts will become immediately due and payable to Western, and Western shall invoice the buyer as follows:
a. All work-in-progress, to be paid in full for all Products accepted by the buyer; and
b. All material ordered but not received by the Buyer, at full cost to Western plus fifteen per cent (15%).

In case of the cancellation of the Purchase Order, the buyer will accept delivery of such Product, which is completed. If the buyer requests that Western postpone a Purchase Order in progress and such postponement is for a period exceeding thirty (30) days, Western may at its discretion, consider the Purchase Order to have been cancel1ed.

Governing Terms
The terms and conditions set forth on the buyer’s Purchase Order shall apply to each sale transaction between the buyer and Western regarding the subject matter of this Quotation. However, in the event of a conflict between the terms of the Purchase Order and this Quotation, this Quotation shall govern, unless modified by both parties as described below.

No Waiver: Remedies
No failure or delay by either party in exercising any of its rights or remedies hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof of any other right or remedy. The rights and remedies of the parties provided in this Quotation is cumulative and not exclusive of any rights or remedies provided by law. Binding Effects

Severable
In the event that a court of competent jurisdiction shall deem any provision or part of this Quotation void or invalid, the remaining provisions or parts shall be and remain in full force and effect.

Modification
No modification of the Purchase Order shall be binding unless made in writing and signed by both parties.

Assignment
The buyer shall not assign the Purchase Order without the prior written consent of Western.

Time
Time shall be of the essence hereof.

Currency of Payment
All amounts due are to be paid in the currency set out in the Purchase Order. If payment is made in any other currency, Western retains the right to refuse such payment unless the buyer has obtained written approval for the rate of exchange from Western prior to making payment.

Limit of Liability
The buyer and / or user of the Product agree(s) to indemnify and hold harmless Western from any and all actions, whether for direct, indirect or consequential losses or damages, of any sort, arising from the installation, use and/or operation of the Product by the buyer’s product or user’s product or in the product of any other party in which the buyer and/or user have caused or directed the Product to be installed and / or operated.

Notices
Any notices required hereunder shall be effective when delivered in person or transmitted by telecopier or facsimile, or one (1) day after being sent by overnight courier, to the other party.

Governing Law
This quotation including the performance and enforceability hereof shall be governed and construed in accordance with the laws of the Province of Ontario.

Pricing
All prices quoted by Western, unless otherwise agreed by the parties in writing, are exclusive of applicable customs duties, brokerage fees, and shipping charges and applicable taxes, all of which are in addition to the quoted prices. At any time, and from time to time, Western may change any part or all of its Product prices without advance notice. Accepted orders will be shipped at the prices quoted. All Quotations are based upon buyer accepting Product overruns or underrruns not exceeding 5% of quantity of Product ordered.

Title and Delivery
All product is supplied F.O.B. Western’s designated facility. Delivery shall be considered constituted upon Western’s supply of the Product to a carrier for shipment to the address stipulated on the Purchase Order and any payment(s) contingent upon delivery then becomes due and payable as provided herein. The buyer shall accept liability for all loss or damage to the Product subsequent to Western’s delivery of same to a carrier for shipment whether such carrier has been selected by the buyer or by Western. Western at their discretion may bear the transportation costs of the Products but any liability arising out of the transportation of the Products shall be the responsibility of the buyer.

The buyer acknowledges that the Product quoted in the Quotation for supply by Western may be manufactured by Western or supplied by a third party and that delivery dates are based on the assumption that there will be no delays due to causes beyond the reasonable control of Western. Western shall not be charged with any liability for delay or non-delivery when due to delays of suppliers, acts of God or the public enemy, compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not is proves to be material or valid fires, riots, labour disputes, unusually severe weather or any other cause beyond the reasonable control of Western.

To the extent that such causes actually delay deliveries on the part of Western, the time for performance shall be extended by a period of time approximately the period of such delay and mutually agreed to by the buyer and Western.

The preceding notwithstanding, the buyer agrees that all performance dates are approximate only and that Western shall not be liable for any loss or expense (direct, consequential, incidental or otherwise) incurred by the buyer, the buyer’s customer(s) or any other parties if Western fails to meet the specified delivery schedule.

Regardless of when risk of loss passes to the buyer with respect to the shipped Product, Western reserves title to all Product shipped under the purchase order until such time as a payment in full is received by Western for the shipped Product. By signing the Purchase Order (or the bill of lading under which the Product is shipped) or otherwise, in any way, taking delivery of the Products, the buyer creates a purchase money security interest in favour of Western in all Product shipped under the Purchase Order. The buyer recognizes, and hereby expressly grants, the right of Western or Western’s duly appointed agents to enter upon the buyer’s lands and/or premises, with or without legal process, to inspect or seize and remove any Product for which Western has not received payment in full in accordance with the Purchase Order.

Shortage or Damage Claims
If the shipment of the Product delivered by a common carrier is damaged or in tampered condition, the buyer shall not sign the bill of lading without noting the damaged or tampered condition on the bill of lading. All claims for damaged Product shall be referred to the carrier and are not the responsibility of Western. Western shall use every reasonable effort to assist in settlement of all damage claims. Damage claims and claims for shortages shall be made with ten (10) days after receipt of the Product.

Return or Product
Western will authorize return of the Product only if the Product is shipped in error or if the Product is defective. Notification to Western by the buyer of defective Product must be made immediately after receipt of Product. All returns of the Product must be authorized in advance. Product shipped as ordered may not be returned without the express prior written permission of Western. All freight charges on returned Product are for the shipper’s account. All requests for authorization of return and all returns must include reference to Western’s original invoice number.

Payment
Upon credit approval, payment terms are a strict NET 30 DAYS from the date of shipment from Western. Otherwise, any amount not paid for any reason whatsoever shall bear interest at an annual rate of eighteen per cent (18%) calculated monthly. Western reserves all right and title to all product delivered by Western until payment in full is received by Western.

Limitation of Liability
The buyer shall not in any event be entitled to and Western shall not be liable for any indirect, special, incidental or consequential damages of any nature including, without being limited to, loss of profit, loss of information, promotional or manufacturing expenses, overhead, injured reputation, or loss of customers. The buyer’s recovery from Western for any claim shall not exceed the purchase price for the Product irrespective of the nature of the claim whether in contract or for warranty or otherwise. The buyer agrees to indemnify and save Western harmless from any claims arising from any such acts or omissions.

Warranty
Western warrants that the shipped Product will be free from defects in material and workmanship in conformance with Western specifications for a period of ninety (90) days from the date of shipment by Western. This is the only warranty, which Western gives relating to the Product. Western makes no other warranty, express or implied, and specifically no warranty of merchantability or fitness for a particular purpose.

This warranty is limited to replacement or rebuilding of any Product and shall constitute the exclusive remedy for breach of warranty and Western shall not be responsible for any incidental or consequential damages. Products covered by this warranty must be returned prepaid and received within the warranty period.

No allowances will be made for labour, material, time, damage or transportation claims, nor will Product be replaced or rebuilt if it was damaged from improper use.

This warranty does not apply to loss or damage caused by accidents; riot, labour disputes, acts of God; inadequate power sources, power interruptions; use with hazardous or explosive chemicals and/or materials; unfit or inadequate environmental control, including site conditions and chemicals used individually or in combination; improper operation, maintenance, supervision, training, or use of safety precautions relating to the operation of the Product; or other causes beyond the control of Western. No allowances will be made for the cost of work done or repairs done by others.

THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL WARRANTIES OF EVERY KIND (EXPRESS, IMPLIED, OR STATUTORY) AND IS IN LIEU OF THE IMPLIED WARRANTIES OR MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.

Sales
Sales are dependent upon Western’s ability to deliver, including without limitation, availability of supply to Western. Western shall be under no liability to the buyer or anyone else nor shall Western be responsible for any penalty whatsoever through failing to make delivery for any reason whatsoever including, without limitation, non-availability of supply, existing or new government legislation or regulations, strikes, lockouts or other labour disturbances. All shipments of Product are subject to Western’s approval including, without limitation, Western’s credit approval. Western has the right to substitute reasonably equivalent Product for those ordered by the buyer and the buyer agrees to accept delivery of such substituted Product. Orders may not be canceled or rescheduled by the buyer after delivery by Western to the delivery location. In the event of the necessity of allocation of available Products by Western, orders that are accepted by Western will be accepted using a fair scheduling method. Special orders for Product not normally stocked are non-cancelable and non-returnable.

Buyer’s Default
The buyer shall be liable to Western for all damages or losses including loss of reasonable profits, and for costs and expenses, including legal fees and disbursements, sustained by Western and arising from the buyer’s default under, or breach of any of these terms and conditions or any Purchase Order or other contract for which they form part. In event of any such default or breach, Western may without any obligation or liability to buyer, terminate the Purchase Order forthwith by written notice to buyer and such action by Western shall not be deemed to waive or diminish any right or remedy of Western with respect to such default or breach. If Western, in the event of such default or breach, repossesses all or retains the Product, Western’s damages shall be no less than the price specified in the contract plus freight, storage, handling and all other disposal costs, less the current reasonable scrap value of the Product.

The institution of any proceedings by or against the buyer, voluntarily or involuntarily, under bankruptcy or insolvency laws or for the appointment of a receiver or trustee or any assignment for the benefit of creditors shall be deemed an event of default under the terms and conditions. Further, it shall be an event of default should the buyer fail to make any payment required hereunder within thirty (30) days following the date specified for said payment.

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