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Terms and Conditions of Sale from D.M. Valve & Controls Inc.

1. QUOTES
Unless otherwise indicated, all quoted prices by Seller are firm for acceptance by Buyer for a period of 30 days from date of quotation.

2. TAXES
Provincial and Federal taxes are extra.

3. PAYMENT TERMS
Unless otherwise agreed, terms are EXW shipping point, net 30 days from date of Seller’ invoice, payable in full. First order from Buyer shall be COD
and payable on delivery. For non-stocking material payment shall be received in full prior to releasing material to production.
Orders in excess of $100,000- (CDN) may be subject to milestone payments in accordance with the following schedule:
30% of price on receipt of firm purchase order; 30% of price on receipt of approved drawings; 30% of price on release of approved bill of materials to
manufacturing; 10% Net 30 days from date of Seller’s invoice

4. CURRENCY
All invoices are payable in Canadian funds.

5. DELIVERY
Unless otherwise indicated, all shipments are Ex Works, D.M. Valve St-Laurent, Quebec.

6. RESTOCKING CHARGES
Unless otherwise indicated, and subject to inspection, restocking charges of 25% will be applied to the return of all standard stocking items. Standard
material returned must be received in new and re-sellable condition. Special or custom material is not subject to return.

7. MATERIAL RETURN
All returned goods must include an RMA (Return Material Authorization) number issued by Seller before the return of any equipment. All returned
material must be delivered freight prepaid to Seller. Any materials returned without an RMA number shall be at the risk of the Buyer and may be
refused. Only goods that are not used, and returned in their original packaging, can be returned for credit. The equivalent credit will be calculated on
the invoiced amount less any restocking charges, transport costs, and/or repairs required to return the material to its original condition.

8. CANCELLATION AND MODIFICATIONS
Subject to agreement between Seller & Buyer, orders may be or modified by Buyer with applicable restocking charges to the account of the Buyer.
Special or custom material is subject to 100% cancellation charge.

9. PRICES
At the request of the Buyer, if the delivery of equipment ordered is delayed, Seller reserves the right to increase the price of the goods to a maximum of
10% per year. For delays in deliveries that exceed 12 months, the prices will be subject to the current prices in effect at time of delivery. Warehousing
charges incurred by Seller for delays in delivery, at the request of the Buyer, will be charged to the Buyer.

10. LOSS OR DAMAGE DURING TRANSPORTATION
Seller will not be held liable for any loss, theft, or damage of goods incurred at the time of transportation for all “collect” shipments. At the request of the
Buyer, the Seller will indicate the value of goods shipped for insurance purposes.

11. DOCUMENTATION
Manufacturer standard documentation is provided. All requests for special documentation must be received in writing and before material is released
for fabrication. Non-standard documentation may be subject to additional costs, which must be agreed upon by the Buyer prior to the release to
fabrication.

12. PACKAGING
Manufacturer standard packaging will be provided. All requests for non-standard packaging must be received in writing and before the material is
released for fabrication. Non-standard packaging may be subject to additional costs, which must be agreed upon by Buyer prior to release to
fabrication.

13.DRAWINGS
Seller will provide standard submittal drawings for approval at no additional cost. These include manufacturer product drawings, technical sales
bulletins, dimensions, weights, wiring diagrams, and Installation-Operation-Maintenance manuals. All non-standard drawings may be subject to
additional cost and must be agreed upon by the Buyer at time of order.

14.WARRANTY
Seller extends the manufacturer standard warranty. Material is guaranteed for a period of one (1) year against all manufacturers’ defects. Warranty
replacements or repairs will be carried out F.O.B. Ville St-Laurent, Quebec. The Buyer must notify Seller immediately of any defects. Seller
responsibility becomes void at the end of the warranty period.

15.LIMIT OF RESPONSIBILITY
Seller will not be held responsible for any amounts exceeding the value of the material supplied including any penalties, damages, or costs incurred by
the Buyer (direct or indirect, special or otherwise, of any nature whatsoever) that exceed the value of the goods supplied. Buyer agrees that in no case
shall Seller’s liability to Buyer, and/or Buyer’s customers, extend to include incidental, consequential, or punitive damages.
Neither Seller nor any of Seller’s affiliated entities assume responsibility for the selection, use and maintenance of any product. Responsibility for the
selection, use, and maintenance of any product remain with the Buyer and/or end user.

16. INSTALLATION
All equipment purchased will be installed by the Buyer, and at Buyer expense. Unless otherwise agreed upon, all ancillary equipment required to
complete the installation (nuts, bolts, gaskets) are to the account of the Buyer.

17. FORCE MAJEURE
Seller will not be held responsible for any or all loss, damage or delay caused by an armed conflict, war, invasion, revolution, riot or by a fire, flood, or
all other elements, strikes, disorders, union protests, global pandemic, or the default by the manufacturer for delays on delivery, or all other causes
outside the control of Seller. Receipt by the purchaser of the equipment ordered, make null and void, any claim for loss or damage caused.