Standard Sale Terms & Conditions

SECTION 1. DEFINITIONS OF PROPOSAL AND OFFER DOCUMENTS
1.1. SUPPLY
Shall mean Design, Procurement, Manufacturing, Expediting, Inspection, and Delivery on EXW Factory basis of equipment as specified and defined in the proposal and technical specifications.
1.2. PRICE BASIS
Prices quoted for supply are EXW ? Factory unless stated otherwise in the pricing section of the proposal document. No taxes, import or other duties of whatsoever nature have been included, and will be for the account of the Client.
1.3. DEPOSIT AND PROGRESS PAYMENTS
Goods that have been manufactured, or are in the process of manufacture by SEPRO may require progress payments as defined in this agreement. In the event that progress payment milestones are not met by the Client, SEPRO at its sole discretion may terminate this agreement and subject the Client to forfeiture of any deposit monies.
1.4. STORAGE FEES
Storage fees will be charged and accrue for any equipment and/or parts not picked up after 30 days at our warehouse location/crating site/subcontractor?s location. The 30 day timeline will start upon notification of readiness to ship order.
1.5. DELIVERY
The EXW delivery date is applicable from the date of the receipt of financial deposit. EXW date is subjected to shop loading at the time of order. Please contact SEPRO prior to issuing a Purchase Order for an exact production schedule.
1.6. SHIPMENT/TRANSPORT
Shall mean a budget price indication for transport of equipment to the point nominated. Please note the transport costs are based on present day rates and conditions, and on information supplied by the authorities and/or carriers. Shipping insurance is not included in this quotation unless otherwise stated. Please note SEPRO can arrange a quotation at Client?s request. These costs are subject to change without prior notice.
1.7. SUPERVISION OF INSTALLATION
Shall mean supervision of the installation of mechanical equipment by a competent field service engineer|technician.

Travel and accommodation will be charged at cost and manpower at the rates provided (below) unless stated otherwise.
1.8. SUPERVISION OF COMMISSIONING
Shall mean supervision of the process commissioning and performance testing of the equipment by a competent commissioning technician. At the same time operating personnel will be instructed in the use of the equipment. It is essential that the relevant personnel be are available to be trained during this time.

Travel and accommodation will be charged at cost and manpower at the rates provided (below) unless stated otherwise. Please contact SEPRO directly for more information regarding current travel restrictions.
1.9. RATES FOR SITE WORK PER ONE (1) SEPRO SERVICE TECHNICIAN
? Daily Rate is per a 10 Hour Day.
? Overtime Rate is 1.5 X Daily Rate.
? Travel Days are Half the Daily Rate.
? All Travel and Expenses (i.e. Airfare, Hotels, Cars, Meals, etc.) are not included in above rates and to be charged at cost.
1.10. DRAWINGS AND DOCUMENTATION
Our proposed price allows for the drawings and documentation produced to SEPRO?s standard. All drawings and documentation will be in English. Should the client require operating manuals / documentation in any other language or require additional drawings or specifications it will be invoiced as an additional cost. Please make requests at proposal stage.

SECTION 2. SEPRO STANDARD TERMS AND CONDITIONS OF SALE
2.1. OFFER
This document is an offer by SEPRO to sell to the purchaser to which this offer is addressed (?BUYER”), the products and/or services described more particularly on the face hereof and/or on the attached Schedule(s), if applicable, subject to the terms and conditions set forth herein. SEPRO reserves the right to withdraw the proposal at any time up to the contract signing. This document is not an acceptance of any offer made by BUYER; and SEPRO hereby objects to any additional or different terms which may be contained in any of BUYER’s purchase order, acknowledgement or other forms, or in any other communication heretofore or hereafter received from BUYER.
2.2. PRICE AND PAYMENT
The prices for the goods covered by this offer are SEPRO prices for such goods and/or services with (1) the limited Warranty set forth in this document and in Equipment Proposal, and (2) the Liability Limitations, set forth in this document and in Equipment Proposal, including the disclaimer of negligence, strict liability and other tort liability, enforceable against BUYER. If BUYER desires SEPRO to provide a greater or additional warranty and/or to be liable for some or all of the matters disclaimed, then BUYER must notify SEPRO before BUYER accepts (or is deemed to accept) this offer, in which event SEPRO will amend this offer to reflect higher sales prices reasonably compensating SEPRO for assuming that additional exposure. In the absence of such a notification, by accepting this offer BUYER is accepting such limitations and disclaimers in exchange for the lower prices set forth herein.

SEPRO reserves the right to adjust the purchase price to reflect additional costs incurred by SEPRO resulting from or in connection with any changes made by BUYER, including, but not limited to, costs incurred as a result of a shipment delay caused by BUYER, overtime work authorized by BUYER, and special packing, painting or engineering costs in excess of that customarily incurred by SEPRO. No penalties, discounts, or reductions in price shall be permitted unless expressly agreed to in writing by SEPRO. ALL ORDERS ARE SUBJECT TO CREDIT APPROVAL. Unless otherwise stated, this price does not include any services of a SEPRO representative to assist in the installation, inspection or start-up of the equipment. Unless otherwise agreed in writing, payment shall be made in full before shipment. Invoices are due upon BUYER’s receipt of SEPRO invoice (“due date”). SEPRO may invoice BUYER when the products are ready for shipment, whether or not such shipment is delayed by BUYER.

Goods that have been manufactured, or are in the process of manufacture by SEPRO may require progress payments as agreed upon. In the event that progress payment milestones are not met by the BUYER, SEPRO at its sole discretion may terminate the agreement and subject the BUYER to forfeiture of any deposit monies.

Invoices not paid in full on their due date shall bear interest at the rate of 24% per annum (2% per month), calculated and payable monthly until paid, or at-the highest rate permitted by applicable law if such rate is lower.
2.3. DELIVERY AND DELAY
All quoted delivery dates and/or periods are approximate. Without limiting the foregoing, SEPRO shall not be liable for any penalties, losses or damages as a result of any delay due to any cause beyond SEPRO?s reasonable control, including but not limited to, any act of God, act of BUYER, embargo or other governmental act, regulation or request, fire, accident, strike, slowdown, war, riot, delay in transportation, delayed delivery by suppliers, and inability to obtain necessary labor and materials. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.
2.4. CANCELLATION OR SUSPENSION
Cancellation or suspension by BUYER will only be accepted on terms indemnifying SEPRO against loss. All payments are non-refundable. Unless otherwise agreed, the minimum cancellation or suspension charge shall be 15% of the sales price of the equipment or parts cancelled or suspended.
2.5. SHIPMENT
Unless otherwise set forth on the face hereof or in Equipment Proposal for international delivery, all shipments are ex-works manufacturing facility or other loading point, and regardless of shipping terms or freight payment, all risk of loss or damage in transit shall be borne by BUYER. Any freight allowances applicable to the quotation are contained herein. For all warranty replacement parts, freight shall be prepaid at the reasonable commercial rate. If shipment as originally specified is delayed by BUYER, SEPRO reserves the right to store the products at BUYER’s expense. If shipping instructions are not furnished by BUYER, SEPRO may ship in accordance with its own judgment.

2.6. WARRANTIES
Warranty terms for new equipment and SEPRO services are exclusive and in lieu of all other warranties, express or implied. Without limiting the foregoing, any statements or suggestions by a representative of SEPRO regarding the use, application or suitability, as the case may be, of the products or services shall not be considered to be an express or implied warranty and are not binding on SEPRO unless confirmed to be so in writing by SEPRO.
2.7. LIABILITY LIMITATIONS
SEPRO?s liability shall in no event exceed the payments received from the BUYER with respect to the purchase price of the products or services furnished. SEPRO shall not be subject to and disclaims: (1) any other obligations or liabilities arising out of breach of contract or warranty (2) any obligations whatsoever arising from tort claims (including negligence and strict liability) or arising under other theories of law with respect to products sold or services rendered by SEPRO, or any undertaking, acts or omissions relating thereto, (3) any obligations or liabilities arising in connection with the realty on which the products are installed, and (4) all consequential, incidental and contingent damages whatsoever. Without limiting the generality of the foregoing, SEPRO specifically disclaims any liability for penalties (including administrative penalties), special or punitive damages, damages for lost profits or business, revenues or goodwill, loss of use of equipment or any associated equipment, cost of capital, facilities or services, downtime, shutdown or slowdown costs, storage of material, or for any other types of damaged property or economic loss. And SEPRO shall not be liable for damages occasioned by delays or non-performance due to causes beyond the reasonable control of SEPRO, or due to any other causes which in the sole discretion of SEPRO renders performance by SEPRO this agreement not viable.

BUYER shall INDEMNIFY SEPRO against any and all losses, liabilities, damages and expenses (including, without limitation, attorneys’ fees and other costs of defending any action) which SEPRO may incur as a result of any claim by a THIRD PARTY arising in connection with any used equipment or services sold hereunder and based on product or service defects not proven to have been caused solely by SEPRO negligence.
2.8. PATENTS, COPYRIGHTS AND TRADEMARKS
In no event shall SEPRO be liable for consequential or incidental damages attributable to an infringement. SEPRO will defend and hold harmless the BUYER against all charges of infringement of apparatus claims of Canadian Patents issued at the time the products are ordered from SEPRO, provided such charges are based exclusively on mechanical infringement by products designed and manufactured by SEPRO. Before this responsibility shall arise, SEPRO must be notified in writing within ten (10) days after receipt of the charge by BUYER and tendered the right to defend, settled or make any changes for the purpose of avoiding infringement.

2.9. MANUFACTURING DEVICES AND TECHNICAL INFORMATION
Unless otherwise agreed, all manufacturing devices, designs, data or other technical information relating to an order shall remain the property of SEPRO, and shall be treated as confidential information. No use or disclosure of such devices, designs, data, drawing or technical information, or any design or production techniques revealed thereby, shall be made without the express written consent of SEPRO. BUYER shall not copy or permit any person to copy any equipment, part, or design and shall not take any action to the detriment of SEPRO title to any trademarks, trade names, copyrights or other similar rights and, without limiting the generality of the foregoing, shall not effect or permit the removal or alteration of any patent numbers, trade names or marks, notices, name plates, serial numbers or similar marks or designs affixed to any equipment or part.
2.10. SAFETY DEVICES
The products are provided with only those safety devices identified in writing herein. IT IS THE RESPONSIBILITY OF BUYER TO FURNISH ALL OTHER SAFETY DEVICES REQUIRED BY APPLICABLE LAW OR DESIRED BY BUYER.
2.11. TAXES AND OTHER CHARGES
Any G.S.T., manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between SEPRO and BUYER shall be paid by the BUYER in addition to the prices quoted or invoiced. In the event SEPRO is required to pay any such tax, fee or charge, BUYER shall reimburse SEPRO therefore on demand.
2.12. PERMITS
BUYER shall provide and pay for all permits and licenses required for the completion of installation and operation or transportation of any equipment.
2.13. FOUNDATIONS
Approximate equipment static and dynamic reactions at foundation locations will be furnished to BUYER upon request, if available. However, due to variations in local conditions, BUYER shall be solely responsible for foundations and their construction. Any foundation plans furnished by SEPRO shall be considered as examples only, and SEPRO assumes no responsibility for foundation adequacy or for any direct or indirect damages whatsoever incurred as a result of inadequate foundations or reactions to foundations of products sold hereunder.
2.14. SECURITY INTEREST
BUYER hereby grants to SEPRO a continuing security interest in the products described herein and in the proceeds thereof (including insurance proceeds), as security for the payment and performance of all present and future obligations of BUYER to SEPRO. BUYER shall execute any and all financing statements and other documents and instruments, and do and perform any and all other acts and things which SEPRO may consider necessary, desirable or appropriate to establish, perfect or protect SEPRO?s security interest. In the event of default in payment for any reason, the full amount unpaid shall become due and payable at any time during the continuance of such default, and SEPRO may repossess the products and retain the right to collect the balance of the contract price. The products or any part thereof shall not be considered a fixture or be incorporated into realty. SEPRO does not assume any responsibility for, nor claim any interest in, any realty on which products sold hereunder may be installed. SEPRO retains exclusive title and ownership in the equipment or parts which shall remain personal or movable property, until full payment is received by SEPRO (subject only to the rights of the BUYER to use such goods pursuant to the conditions of sale). BUYER agrees to be liable on a replacement cost basis for all loss or damage to the equipment or parts however caused and agrees to indemnify and save harmless SEPRO from any and all loss or claims for loss or damage to persons or property caused by, or alleged to arise of or be connected with, the installation, use, operation, condition or possession of the equipment or parts and BUYER shall maintain adequate insurance coverage therefore and furnish proof on request.
2.15. NET SALE
BUYER shall not be entitled to any abatement, compensation or reduction of, or set-off against, any payment, including but not limited to, abatements, reductions, compensation or set-off due or alleged to be due to, or by reason out, any past, present or future claims of the BUYER against SEPRO under this agreement or otherwise.
2.16. ENTIRE AGREEMENT – GOVERNING PROVISIONS
These terms and conditions (together with any Exhibits incorporated herein by reference), when accepted by BUYER explicitly, by acceptance of goods or otherwise, shall constitute the entire agreement between SEPRO and BUYER. That agreement, and these terms and conditions, shall be governed by and construed according to the internal laws of British Columbia Canada. If any of SEPRO?s rights or benefits is in effect of, void or altered by operation of law, governing contracts made and to be performed wholly therein, without reference to its principles governing the choice or conflict of laws, and the parties hereto and their successors in interest irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of British Columbia sitting in the City of Vancouver, with respect to any dispute arising from or related thereto. SEPRO may terminate this agreement without incurring any liability to the other party. Failure of SEPRO to insist upon strict performance of any of the terms and conditions of the complete agreement shall not be considered a continuing waiver of any such term or condition or any right of SEPRO. The provisions of the complete agreement shall survive any termination or expiry of the agreement, including any term of lease, to the extent necessary to give effect to the indemnities and other terms hereof for any act or matter or thing arising from anything happening prior to termination or expiry. The rights and obligations of the parties hereunder shall not be governed by the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.

The parties hereto have expressly requested that this agreement and all agreements contemplated or permitted herein be drawn up and signed in English and that all notices to be given hereunder be in the same language.
2.17. BRIBERY AND CORRUPTION PROHIBITED
BUYER undertakes to protect the standards of business practice of SEPRO at all times and to act in such a way as to uphold SEPRO?s good name and reputation and not to do or attempt to do any act or thing which is intended and/or which in fact causes any damage to or brings discredit upon SEPRO. In particular, BUYER shall not, directly or indirectly

(a) offer or give or agree to any director, officer, employee, or agent of SEPRO or the CLIENT any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any action in relation to the obtaining or executing of this ORDER, the PRIME CONTRACT, or any other contract with SEPRO or the CLIENT or for showing or forbearing to show any favour or disfavor to any person in relation to this ORDER, the PRIME CONTRACT, or any other contract with SEPRO or the CLIENT.

(b) Induce or attempt to induce any officer, servant, employee or agent of any private or public body to depart from his or her duties to his or her employer nor be involved with any such arrangement.

The complete expanded version of SEPRO?s Anti-Corruption Policy can be found on SEPRO?s website, and can be provided upon request.

2.18. TRADE SANCTIONS
The BUYER agrees that Trade Sanctions imposed by the Government of Canada will be respected and, under no circumstance, shall goods supplied by SEPRO be transferred to any country, individual, or entity prohibited from trade with Canada.