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Copap Inc.
General Conditions of Sale

General Conditions of Sale

1. Upon the transmission by COPAP TRADING Inc. (together with all of its subsidiaries and affiliates “Seller”) of an Order Acknowledgement or the receipt by Seller of a Sales Contract or a Proforma Invoice signed by the Buyer, as the case may be, a contract shall have been constituted between such buyer named in the Order Acknowledgement, Sales Contract or Proforma Invoice (“Buyer”) and the Seller. The contract shall consist of these General Conditions and the Order Acknowledgement, Sales Contract or Proforma Invoice (collectively, “Confirmation Documents”) but specifically excludes any terms and conditions of Buyer which may have been communicated by Buyer to Seller at any time, unless specifically accepted by Seller in writing.


2. (a) Buyer shall notify Seller of any discrepancies between the products received (“Products”) and the Products’ specifications outlined in the Confirmation Documents within thirty (30) days of delivery of the Products. In the event of any such notification, Buyer shall maintain the Products in unaltered form pending examination by Seller or its nominee.


(b) Seller’s liability to Buyer under this Section 2 shall at all times be limited to the value of the Products so purchased and in event shall the Seller be liable for any consequential damages related to the Products.


(c) Without Seller’s prior written agreement Buyer shall not deduct or otherwise set off any amount claimed for any alleged breach of this Section 2 from invoiced amounts owed to Seller. Buyer’s failure to comply with this provision shall constitute a material breach of this contract.


3. (a) If Buyer defaults under this contract by neglecting or refusing to take delivery of or pay for any shipments of Products or commits any other breach of contract, Seller may, without prejudice to any other rights it may have under this contract, at common law or otherwise, terminate the whole or any part of this contract.

(b) Should Buyer become bankrupt or insolvent, make an assignment for the benefit of creditors, have a receiver appointed, or have a substantial part of its property attached or seized under any legal process and not immediately released or discharged therefrom, Seller may, at its option, terminate this contract forthwith and exercise any legal right including the right to enter the lands and premises of Buyer and reclaim any Products for which payment has not been received. If the credit of Buyer shall at any time become impaired (as determined in the sole and absolute discretion of Seller), Seller shall have the right, without prejudice to any other rights it may have under contract, at common law or otherwise, to delay, suspend or cancel further shipments and to require payment in advance.


4. If, by reason of acts of God, governmental authority, labour difficulty, transportation contingencies, shortage of transportation, failure of machinery, fires, floods, accidents, inadequate supply of labour or materials or any other circumstances beyond the control of the party affected (hereinafter individually referred to as an “event of Force Majeure”), either the Seller or Buyer is unable or restricted in its ability to deliver or take delivery of the Products under this contract, such party may reduce its performance under this contract in proportion to such inability for the duration of the event of Force Majeure; provided, however, that shipments in transit must be accepted by Buyer. The party claiming Force Majeure shall promptly notify the other party in writing of such circumstances and of its necessity to alter its performance. In the event that shipments are omitted during the period of Force Majeure, the shipments shall be deemed cancelled without liability to either party and, upon the conclusion of the event of Force Majeure, delivery shall be immediately resumed in accordance with this contract.



5. The warranties, obligations and liabilities of Seller and the remedies of Buyer set forth in this contract are exclusive and in substitution for, and Buyer hereby waives, releases and renounces, all other warranties, obligations and liabilities of Seller, express or implied, arising by law or otherwise, with respect to any default or non-performance of the Seller under this contract including, but not limited to, the following rights and obligations with respect to any such default or non-performance: (a) any implied warranty of merchantability or fitness for a particular purpose; (b) any obligation, liability, right, claim or remedy in tort, whether or not arising from the negligence of Seller, actual or imputed; and (c) any obligation, liability, right, claim or remedy for loss of profits or for any other special, indirect, incidental or consequential damages.



6. Payment for the Products delivered under this contract shall be made by Confirmation Documents. Interest of 2% per month will be charged on amounts not paid when due.


7. The Buyer shall be solely responsible for carrying out the entire process of customs clearance of the Products, as well as fulfill all legal requirements for handling the Products and shall purchase and maintain any and all insurances that may be required by law or needed for the performance of its activities and the use, transportation and handling of the Products.



8. Buyer is and shall be solely liable for all costs and expenses required for proper completion of the importation of the Products, including any taxes, broker’s fees and storage, in short, all expenses arising out of the import procedure.



9. The Buyer shall undertake liability for compliance with the laws and/or regulations relating to environmental and public health protection, also adopting any applicable measures and procedures in order to rule out any risk of damage that may be caused by its activities, especially in relation to the use of the Products, exempting and releasing Seller from any and all damage arising out of any breach or failure to comply with the provisions of this section by the Buyer.



10. The delivered Products shall remain the property of the Seller until full payment of the purchase price by the Buyer. However, the Buyer shall bear all risks (loss, damage or destruction) related to the Products sold.



11. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this contract and the application of the International Sale of Goods Contracts Convention Act (Canada) and all related acts of other jurisdictions are also excluded from this contract. In all other respects, the laws of the Province of Québec, Canada shall apply to and govern all matters between the parties arising out of this contract and the parties agree to submit to the exclusive jurisdiction of the courts of judicial district of Montreal, Quebec, Canada.



12. All notices, requests, orders and any other communications that may or shall be sent to the Seller shall be made in writing (and shall be deemed made upon their receipt) and delivered in person, by fax, or registered or certified letter (prepaid mail, receipt return requested) or by e-mail at the address below or at any other address that the Seller may specify in a notice sent pursuant to this Section:


Copap Inc.

755 St-Jean Boulevard, suite 305,

POINTE-CLAIRE, (Quebec) Canada

H9R 5M9

Care of: Sonia Nukumizu Email:


13. This contract shall bind and benefit the parties hereto and their respective successors and permitted assigns. Neither party shall have the right to assign this contract without obtaining the prior written consent of the other party save that Seller may assign this contract to any parent, subsidiary or affiliated corporation without the prior consent of the Buyer.



14. The illegality or invalidity of any provision of this contract shall not affect the legality, validity or enforceability of the remaining provisions.



15. This contract constitutes the entire agreement between the parties and no understandings, agreements, representations or warranties, implied or otherwise, whether made orally or in writing, not contained in this contract are binding. No trade custom or practice shall have any effect to change, modify or amend this contract in any respect. The failure to exercise any right or the waiver of a breach of any provision of this contract shall not be deemed a waiver of any subsequent breach of such provision or of any other provision. Any changes to this contract shall be binding only when in writing and signed by the duly authorized officer, agent or representative of each of the parties hereto.

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