*Taken from proceco literature.

TERMS AND CONDITIONS

SALES AGREEMENT: Orders resulting from this quotation are subject to our acceptance. Any of the terms and provisions of Buyer's order which are inconsistent with the terms and provisions hereof, shall not be binding on the Seller and shall not be considered applicable to the sale or shipment of the materials mentioned and referred to herein.   Unless Buyer shall notify Seller in writing to the contrary within 14 days, after receipt of this acknowledgment by Buyer, acceptance of the Terms and Conditions hereof by Buyer shall be indicated and in the absence of such notification the sale and shipment by the Seller of the materials covered hereby shall be conclusively deemed to be subject to the Terms and Conditions hereof.

PRICES

a) Ex-Works Proceco Plant (Incoterms 2000), unless otherwise specified in the quotation text.
b) Firm for 30 days, unless otherwise specified in the quotation text.
c) All prices quoted are subject to increase in response to any increase of tax we may be required to collect or pay upon the sale of equipment and any tax levied upon us .
d) The prices quoted for out-of-stock components are subject to increase in the event that our cost increases due to circumstances beyond our control.  (i.e. exchange rates, duty increases in suppliers’ prices, etc.)

CHANGES: Seller shall have the right, without the prior approval of Buyer, to make changes in the product and to substitute equivalent equipment, accessories or material in the product where such changes or substitutions are deemed necessary by Seller to prevent delays in manufacture or delivery or to improve the performance,  safety,  stability, control, utility, maintenance or appearance of the product provided that such changes or substitutions shall not adversely affect the price, time of delivery, or performance of the equipment nor significantly affect its design, weight or balance. The cost of such changes shall be borne by Seller.

Either party shall have the right to propose changes in the product to the other party prior to delivery provided that no such change shall be binding on either party until incorporated into a change order to this effect, executed by an authorized representative.

SHIPPING DATE

a) All items quoted as being in stock are subject to prior sale.
b) The delivery date specified herein is our evaluation of the time period necessary between the receipt of a formal purchase order, and acceptance thereof, and the time when the goods will be shipped.  This date is subject to change due to causes beyond the normal control of PROCECO and we cannot be held liable in any manner for such delays.

WARRANTY: PROCECO warrants each machine manufactured to be free from defects in materials, parts and workmanship under normal use and service, such obligation under this warranty being limited to making good at PROCECO's factory, any part or parts thereof which shall, within one (1) year after shipping date to the original purchaser, be returned to PROCECO with transportation charges by customer and which PROCECO's examination shall disclose to its satisfaction to have been defective. PROCECO does not accept any responsibility for consequential damages or losses caused by malfunction of the equipment.

During the warranty period, any modifications or service must be made with the agreement of PROCECO. The customer is responsible for scheduled maintenance and only replacements parts specified by PROCECO can be used during the warranty period

Warranty With Regard To Repaired or Modified Components:  PROCECO warrants equipment which it repairs or modifies against defective material and workmanship for a period of one year.  The foregoing warranty does not extend to equipment sold by PROCECO which has been repaired or altered by anyone other than PROCECO, or to equipment which has been subjected to misuse. PROCECO is responsible for the replacement or repair of the defective part and will not be held responsible for removing or reinstalling the part. Parts transportation charges to the PROCECO plant is assumed by the customer.

LIMITATION OF LIABILITY: Except as otherwise provided herein, PROCECO disclaims all warranties, representations and statements, expressed or implied, statutory or otherwise, including (without limitation) any implied warranties of merchantability or fitness for a particular purpose.  In no event shall PROCECO be liable for any direct or indirect special consequential, or incidental damages, and/or injuries, however caused, including (without limitation) any damages arising out of the use or operation of the equipment, delay in delivery or repair, loss of use of the equipment, or damage to any property of customer, damages and/or injury sustained directly, or indirectly, out of any purchase or any merchandise or equipment beyond the price paid by the purchaser.

SERVICE LABOR: All service labor will be charged on a per diem basis at the current rate then in effect, plus transportation and living expenses.

CANCELLATION: No order may be cancelled by the buyer except upon written notice to the Seller and upon payment to the Seller of all costs incurred by the Seller and arising out of or in connection with the order.  Orders are accepted with the express understanding that in the event of a request to stop work or to cancel any part of the order, the purchaser agrees:

a) To reimburse PROCECO for any cancellation charges levied against it by its suppliers.
b)To be responsible for the payment of:

• All work completed to the date of cancellation, including all materials, direct and indirect labor and overheads plus reasonable profit.
• All goods in transit which cannot be returned to the manufacturer and/or supplier.
• All related costs incurred over and above those detailed herein.
• Under no circumstances can the purchaser cancel any order for custom- manufactured items unless authorized in writing by PROCECO.

TERMS: Terms of payment are as per quotation. The extension of credit on any order is subject to the approval of the Seller's Credit Department up to the time of shipment and the Seller may require full or partial payment in advance. Prorate payments shall become due as invoiced. If Buyer fails to comply with terms of payment, or with any other terms of the sale, seller reserves the right to cancel the unfilled portion of any contractor order but Buyer shall remain liable for all unpaid accounts and for any other damages due to Seller as a result of Buyer's breach of these terms and conditions. Interest charges on overdue accounts are 9% per annum.

RETURN OF GOODS: No product or part shall be returned to the Seller without written authorization and shipping instructions first having been obtained from the Seller.

PERFORMANCE: The Seller will not be responsible for any delay or failure in performance caused by circumstances beyond the reasonable control of the Seller and affecting the Seller or others, including but not limited to the following: acts of God, the government or the public enemy, riots, embargoes, strikes or other concerted acts of workmen, casualties or accidents, delays in transportation, and shortage of cars, fuel, power, labor or materials.

TITLES: The title to and right of possession of the products (or any part or portion thereof) furnished by the Seller shall remain in the Seller and the products shall remain personal property until paid for in full, and the Buyer shall do all acts necessary to perfect and maintain such right and title in the Seller.

SUCCESSORS AND ASSIGNS: These Terms and Conditions shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties, but shall not be assigned in whole or in part by either party without the prior written consent of the other.

GOVERNING LAW: All terms and conditions shall be governed by and construed according to the laws of the Province of Quebec, Canada.