STANDARD PURCHASE ORDER TERMS AND CONDITIONS

1. Definitions

The following words have the following meanings:

“Purchaser” means Allen-Vanguard Corporation, including all of its affiliates.

“Seller” means the person, firm or company to whom the Order is addressed by the Purchaser.

“Order” means the Purchase Order placed by the Purchaser for the supply of Goods and/or Services by the Seller.

“Contract” means the contract for sale and purchase of the Goods and/or Services subject to these terms and conditions.

“Goods” means the work or articles being sold by the Seller to the Purchaser.

“Party” or “Parties” shall mean the Purchaser or Seller individually or collectively;

“Services” means the services described in the Order.

2. Entire Agreement

This Order, together with any written documents, which may be incorporated by specific reference herein, constitutes the entire agreement between the parties. The applicable Purchase Order is incorporated by reference into this agreement. No stipulations, representations or agreements by the Purchaser or any of its officers, agents or employees shall be binding on the Purchaser unless contained in this order or incorporated herein by reference as above provided. If the terms of this order conflict with any understandings, transactions and communications or writings of the Seller, including without limiting the generality of the foregoing, the Seller’s invoices, and regardless whether they originated or are dated before or after this order, the terms of this Order shall prevail.

3. Changes

Upon notice to the Seller the Purchaser may change quantities, delivery schedules and/or specifications in respect of any part or parts of the goods, work, services or related material (collectively referred to in this Order as “Goods”) not yet delivered by the Seller. In respect of such Goods not completed and delivered prior to such notice, the Seller shall be entitled to be reimbursed for the actual direct cost to the Seller of such uncompleted goods; provided that such cost shall not exceed the amount otherwise payable by the Purchaser pursuant to this order for the affected Goods; and further provided that the Seller shall have no claim for damages, compensation, loss of profits, allowance or otherwise resulting directly or indirectly from such changes made by the Purchaser.

4. Price

Unless otherwise indicated, the prices set forth in this order are in Canadian dollars. This Order shall not be filled at prices higher than indicated on the face hereof unless otherwise agreed to by the Purchaser in writing. If the price is not stated on this Order, the subject Goods must not be billed at a price higher than that last paid without 90-day written notice to the Purchaser and an appropriate response to the Purchaser’s “non-acceptance” letter pertaining to said proposed price increase.

5. Payment Terms

Unless otherwise agreed to in writing by the Purchaser, the basis of payment shall be on delivery in accordance with Article 8.0 herein, and the payment term shall be Net 45 days from Purchaser’s receipt of approved invoice.

6. Invoices / Packing Slips

Canadian Sellers must furnish two copies of invoices for each billing, and each shipment must contain a packing slip. Foreign Sellers must forward in quadruplicate properly certified Canadian Customs Invoices along with a Packing Slip on the same day that shipment is made together with such other documentation which may be reasonably required by the Purchaser. All invoices shall set out the amount of the Goods and Services Tax and other taxes payable on the order as well as the Seller’s GST registration number.

7. Cash Discount

If there shall be a cash discount period granted to the Purchaser as agreed between the Parties, this period shall date from the date of receipt of the subject Goods or the invoice for same, whichever is later. Interest fees, if any, must be agreed to in writing by the Purchaser and shall date in the same prescribed manner used for cash discount periods. Failure to agree to interest charges shall result in no interest being payable by the Purchaser.

8. Delivery

Unless otherwise indicated, all shipments and deliveries of the subject Goods shall be Delivery Duty Paid (DDP) Incoterms 2010, and title to such Goods shall pass only upon receipt and acceptance of same by the Purchaser. In the event that there is reason to believe prior to the required delivery date that such delivery cannot or will not be made, the Purchaser reserves the right to cancel such order at that time free of any claim or liability to the Seller. The Purchaser’s rights of cancellation hereunder shall be in addition to any other rights which it may have in respect of such failure, including, without limitation, the right to obtain alternative sources of supply for the undelivered goods and the amendment of this order in accordance with the delivery of such alternate supplies. In such event, any additional price and direct costs or expenses relating thereto incurred by or on behalf of the Purchaser shall be borne by the Seller.

9. Early Delivery

9.1 The Purchaser shall not be obligated to receive nor accept Delivery of Goods at a time or date that is earlier than that specified in the Purchase Order, unless specifically agreed and approved in advance and in writing by the Purchaser. If the Seller delivers the Goods early without the prior written approval of the Purchaser, then the Purchaser may elect to reject the Goods delivered, and either return the Goods to the Seller at the Seller’s expense, or hold them at the Seller’s risk until received in accordance with Purchase Order due date.

9.2 Whether or not the Purchaser chooses to receive Delivery of the Goods at a time or date that is earlier than that specified in the Purchase Order, acceptance of the Goods shall not be deemed to have occurred until accepted by the Purchaser in accordance with Clause 8.0 – Delivery and the delivery due date specified in the Purchase Order. Unless otherwise agreed and approved in writing by the Purchaser, at no time shall the Purchaser be obligated to make any payment for the Goods sooner than that specified by the Purchase Order.

10. Risk

The subject Goods shall remain the responsibility of and at the risk of the Seller until such Goods are actually received and accepted by the Purchaser. In the event of the rejection of such Goods after delivery to the Purchaser the subject Goods shall immediately thereafter be again the responsibility and the risk of the Seller. The Seller shall be responsible for all packing and all shipping costs relating to subject goods and shall be liable for all damages, costs and expenses resulting from problems relating thereto.

11. Insurance

The Seller shall provide insurance coverage in respect of the subject Goods for such periods, in such amounts, on such terms as the Purchaser shall reasonably direct and shall provide proof of same upon request by the Purchaser.

12. Independent Contractors

The Seller is a contractor independent of the Purchaser and does not have any authority to bind the Purchaser to any third party or otherwise to act in any way as the representative of the Purchaser unless otherwise expressly agreed to in writing by the Purchaser.

13. Warranty

The Seller warrants title to the subject Goods, conformance thereof to the specifications and description, the good condition of Goods upon receipt by the Purchaser, the quality of Goods purchased and that the said Goods will be fit for the particular purpose for which they are purchased. If the Goods or any part of them are found to contain any defect due to faulty design, materials or workmanship the Seller shall, within a reasonable period of time be notified of such defect by the Purchaser and the Seller shall, at the Seller’s expense, make good the defect by repair or replacement. The Purchaser reserves the right to return for full credit all rejected Goods and any Goods received in excess of quantity specified. In either case all transportation costs and other expenses paid by the Purchaser shall be reimbursed to it by the Seller. The foregoing warranty shall not be waived in whole or in part as a result of any inspection or pretesting conducted by or on behalf of the Purchaser or any third party.

14. Intellectual Property

All intellectual property rights in any work products or Goods manufactured or created for Purchaser, including but not limited to patents, trademarks, copyrights, trade secrets, industrial designs, knowhow, inventions, improvements and ideas, shall be the exclusive property of Purchaser. Any new intellectual property first conceived, developed or invented by the Seller in the performance of the work under this Order, shall be wholly assigned to the Purchaser, and become the exclusive property of the Purchaser, including that of the final Goods delivered. The Seller understands and accepts that it shall not be permitted to retain any right to use the Goods, or the intellectual property contained therein, nor shall the Seller challenge the validity of the Purchaser’s exclusive rights to the Goods, or the intellectual property contained therein. The Seller represents and warrants to the Purchaser that the Goods purchased hereby or referred to herein do not constitute infringements of any Patents, Trade Marks, Industrial Designs, Copyrights or Trade Secrets, and the Seller shall indemnify the Purchaser against any claims or damages, liabilities, costs or expenses for such infringements. The Purchaser shall indemnify the Seller against any similar claims based on the use of models, plans, designs or similar matters which have been supplied to the Seller (but such shall at all times remain the sole property of the Purchaser) on behalf of the Purchaser for the execution of this Order.

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