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Terms And Conditions

Proax technologies ltd accepts Purchaser’s order on the express condition that Purchaser agrees to and is bound by the terms and conditions set forth below. All orders by Purchaser shall be subject to the following terms and conditions of sale. Such agreement shall be conclusively and irrevocably evidenced by Purchaser accepting delivery of shipment under such order or by Purchaser’s payment of the invoice covering such payment.

The sale of the Goods described herein (the “Goods”) is subject to " and governed solely by these terms and conditions and no terms or " conditions of Purchaser’s purchase order, any agreement or any other " understanding shall be binding on Proax Technologies ltd or apply in any manner to " the sale of such Goods. No modification of these terms and conditions “shall be of any force or effect unless signed by an authorized “officer of Proax Technologies ltd. No specification, drawing, print or photograph “prepared by Purchaser relative to Purchaser’s order shall be binding” on Proax Technologies ltd for any purpose unless signed by an authorized officer of Proax Technologies ltd.

Unless otherwise specified, prices are quoted in Canadian dollars; For Goods being sold from inventory, FOB Proax Technologies ltd warehouse. Goods being drop-shipped to Purchaser, FOB manufacturer’s plant. Interest at " the rate of 2% per month will be charged on past due accounts " (26.8% per annum). If Purchaser’s account is past due, Proax Technologies ltd may suspend shipments and/or credit terms with Purchaser until Purchaser’s account becomes current or until " Proax Technologies ltd is satisfied with status of Purchaser’s account.

All right, title and interest in and to the Goods shall remain with Proax Technologies ltd until such Goods have been paid for in full. However, such Goods shall be entirely at Purchaser’s risk from the time placed on a common carrier and the loss, damage, deterioration or destruction of the Goods thereafter shall not release Purchaser from its obligations hereunder. In the event of any default to make payment by the Purchaser, Proax Technologies Ltd shall have the right to take possession of any Goods already delivered and to remove same without notice and without legal proceedings, in which case all payments theretofore made shall be credited to the Purchaser’s account after deduction of a reasonable rental fee and the costs of repossession, if any, including reasonable legal fees. Purchaser hereby agrees to defend, indemnify, and save harmless Proax Technologies Ltd from any and all loss arising out of any or all claims, suits and demands by reason of, but not limited to, the retention of title to the Goods by Proax Technologies Ltd while same are at the Purchaser’s risk.

All claims for missing items or inaccuracies must be made within two (2) days of the date of receipt of Goods.

Any tax of any nature including, without limitation, any excise, sales, use, Goods and services or other similar taxes which Proax Technologies ltd may be required to pay, to collect or to reimburse to others, by reason of the manufacture, ownership, use or sale of any product sold or service provided hereunder shall be the sole responsibility of Purchaser and shall be added to the amount to be paid hereunder.

All sales are final. A return material authorization (RMA) does not constitute an automatic credit but an acknowledgement that the product has been accepted for review. Subject to the following, Proax Technologies Ltd warrants that the Goods sold by it hereunder will conform to specifications and applicable industry standards and title will be clear from any security interests or encumbrances. Proax Technologies Ltd shall ensure that Purchaser benefits from existing manufacturers’ warranties and in no event shall Proax Technologies Ltd warranty exceed the warranty given by manufacturers’ of the Goods. The sole obligation of Proax Technologies Ltd under such warranty shall be to replace or repair as deemed appropriate by manufacturer and provide assistance to Purchaser for any claim made to manufacturer of the Goods. The Above is the sole and exclusive warranty, express or implied, provided by Proax Technologies ltd and is in lieu of all other warranties, or any nature whatsoever, contractual, legal, statutory or other, and whether for merchantability, quality, fitness or otherwise.

The liability of Proax Technologies ltd will not under any circumstances exceed the purchase price of the goods furnished and in no even shall Proax Technologies ltd be liable for any indirect, consequential, special, incidental, exemplary or contingent damages or commercial loss of any kind (including damages for lost or profits) allegedly sustained by Purchaser.

Purchaser agrees to indemnify and hold Proax Technologies Ltd harmless with respect to any third party claims for personal injury (or death), property damage or other loss which claims are based upon defective or allegedly defective design, material or workmanship furnished by Proax Technologies Ltd.

Any provision hereof which is contrary to law will not invalidate any other provision thereof. The foregoing sets forth the sole and entire agreement between the parties with respect to the Goods supplied hereunder. These terms and conditions and the agreement evidenced thereby shall be governed by and interpreted in accordance with the laws of the province of from where the Goods were shipped.