EQUIPMENT SALES AGREEMENT

1. Description of the Equipment. As stated on the invoice provided to Buyer.

2. Terms of Payment. Payment of the Purchase Price must be made in full within five (5) days after the execution of this Agreement for all Used, New and Unused Equipment, The ("Equipment") purchased by Buyer. Payment must be received by the Seller before the Equipment is shipped. Payment terms as stated on invoice provided to Buyer.

3. Delivery. Unless otherwise specified, the purchase of Equipment will be F.O.B. Seller's loading dock. Costs of preparing and loading will be at the expense of Buyer. Buyer must give Seller's representative five (5) business days prior notice on intention to remove Equipment from Seller’s location, at which point in time a mutually agreed upon day and time must be determined. At times, Seller may arrange for shipment on behalf of Buyer. Buyer assumes all risks and liability as determined under F.O.B. terms.

4. Removal. Removal from the Seller’s loading dock shall be at the sole expense, liability and risk of the Buyer and must be paid all amounts due in connection therewith, including but not limited to any applicable sales taxes.

5. Title and Risk of Loss. Title to and risk of loss or damage to all Equipment purchased by Buyer will pass to Buyer, Buyer's agent or Buyer's carrier at the Seller’s loading dock.

6. Warranty. Seller and Buyer agree that all Equipment to be sold under this Agreement is sold on an "AS IS, WHERE IS, WITH ALL FAULTS" basis. SELLER MAKES NO REPRESENTATION OR WARRANTY, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE EQUIPMENT INCLUDING MAKING NO WARRANTY THAT THE EQUIPMENT WILL BE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE. Buyer assumes all risks and liability whatsoever resulting from the possession, use or disposition of the Equipment. Seller will have no liability with respect to the Equipment sold to Buyer, including having no liability for indirect, incidental or consequential damages. We do our best to provide proper information and descriptions of the Equipment, however, the Seller, in no event shall be responsible for correctness of description, genuineness, attribution, provenance, authenticity, completeness, condition of the Equipment or estimate of its value.

7. Indemnity. Buyer indemnifies Seller and holds Seller harmless against all liability or loss of all persons for injury, sickness, and/or death and for property damage caused by the Equipment.

8. Inspection. Buyer is invited, urged and cautioned to inspect the Equipment prior to purchase. The Equipment will be available for inspection at the places and times mutually agreed upon by Buyer and Seller.

9. Seller's Liability. Seller's liability with respect to any Equipment sold to Buyer will be limited only to refunding payment made. In no event will Seller be liable for indirect, incidental or consequential damages.

10. Failure to Perform. In the event Buyer fails to make payment as required in Section 2 above, or fails to remove Equipment within a 15-day period or upon a mutually agreed upon date, Buyer agrees that,

Buyer will:

(1) lose all right, title and interest which Buyer might otherwise have acquired in and to the Equipment; and

(2) reimburse Seller for all costs arising out of Buyer's failure to perform.

11. Force Majeure. Deliveries may be suspended by either party in case of acts of God, war, riots, fire, explosion, flood, strike, declared pandemic, lockout, injunction, inability to obtain fuel, power, raw materials, labor, containers or transportation facilities, accident, breakage of machinery or apparatus, national defense requirements, government laws, ordinances, rules and regulations, whether valid or invalid, or any cause beyond the control of such party preventing the manufacture, shipment, acceptance or consumption of a shipment of the Equipment. If, because of any such circumstance, Seller is unable to supply the total demand for the Equipment, such deliveries so suspended will be canceled without liability to Seller.

12. Assignment. Seller and Buyer agree that neither party may assign any interest in this Agreement without the written consent of the other party.

13. Miscellaneous.

(A) Buyer will pay the amount of any tax or other charges imposed by law, upon, with respect to, or measured by the sale, shipment, or price of any Equipment sold under this Agreement.

(B) Buyer must provide all of the necessary equipment and labor to remove the Equipment from Seller's loading dock. Seller to facilitate transfer of Equipment from loading dock into Buyer’s carrier.

(C) When performing any work at Seller's facility, Buyer must show Seller proof of two million, ($2,000,000) liability insurance certificate. Buyer and Buyer's subcontractor, if any, agree to comply with all of Seller’s rules and regulations including its environmental, health, safety and security rules and regulations.

(D) Buyer agrees to comply with all Federal, Provincial and local laws and regulations. Buyer will provide proof of such compliance to Seller upon request.

(E) This Agreement will be governed by and interpreted in accordance with the laws of the Province of Ontario, without regard to choice of law or conflict of law provisions.

(F) No subsequent change or modification of the terms of this Agreement will be made without the written consent of both parties.

(G) We reserve the right to amend any and all Terms and Agreements stated herein at any time without notification and at our sole discretion.

14. Termination. After the Purchase Price has been accepted by Seller, Buyer is bound by the terms of this Agreement and cannot terminate this Agreement. If the Buyer fails to fulfill any of its obligations the Seller may, with prior written notice to Buyer, terminate this Agreement at any time. If Seller terminates this Agreement after the Purchase Price has been paid, then Seller will refund the Purchase Price to Buyer.

Terms & Conditions