Terms and Conditions of Purchasing Agreement

1. PARTIES:  The entity selling goods evidenced hereby is referred to herein as Seller; the purchaser of any of Seller’s goods and services is referred to herein as Purchaser.
2. PRICE:  If price is not stated in this purchase order, the price will be Seller’s lowest prevailing market price.  Seller is responsible for and will pay all sales, use, and similar taxes.  Unless otherwise indicated on a written quotation accepted by the Purchaser, prices are based on delivery F.O.B. at the plant of Purchaser and include expenses attributable to storage, packaging, loading and shipping the goods purchased hereunder.
3. PAYMENT:  All invoices shall be due and payable in cash within forty-five (45) days of the receipt thereof by Purchaser unless otherwise indicated on the applicable quotation, acknowledgement or invoice by the Seller.  Cash discounts, if offered by Seller, should be clearly indicated.
4. TAXES:  Any taxes which Seller may be required to pay or collect, upon or with respect to the manufacture, sale, purchase, delivery, storage, use or consumption of the goods or any material relating thereto, including taxes upon or measured by the receipts from the sale thereof, or the value of goods manufactured by the purchases, shall be disclosed separately on Seller’s invoice to Purchaser.
5. TERMINATION:  This purchase order may be terminated without any liability by Purchaser with or without cause.
6. IMPORTS:  If any of the products are imported into any other country, Seller will be responsible for all legal, regulatory and administrative requirements associated with any importation and the payment of all associated duties, taxes and fees.
7. LATE SHIPMENTS:  In this purchase order and in any agreement arising there from, time shall be of the essence.  If Seller fails to deliver on time, Purchaser may purchase replacements elsewhere and Seller will be liable for actual and reasonable costs and damages Purchaser incurs.  Seller will promptly notify Purchaser if it is unable to comply with the delivery date specified in this purchase order.
8. WARRANTIES:  Seller warrants title to the goods sold by it and that the goods conform to the description contained herein and to the plans and specifications supplied by the Purchaser, that the goods will be free from defects in material and workmanship, that they will be of merchantable quality and fit and suitable for the purpose intended and that they comply with all applicable laws, rules and regulations.  Purchaser may return non-conforming goods to Seller at Seller’s expense.  Payment will not constitute an acceptance of the products or services nor impair Purchaser’s right to inspect the products or services or invoke any of its remedies.
9. INFRINGEMENT INDEMNITY:  Seller warrants that it has the right to use any patent, trademark, industrial design, copyright and all other rights to any goods provided to Purchaser and that the goods do not infringe any patent, trademark, copyright or other intellectual property right of a third party.  Seller agrees to hold Purchaser harmless from and indemnify Purchaser against any loss by way of infringement.
10. RIGHT TO DAMAGES:  Purchaser’s remedy for defective goods or services or for claims or breach or warranty shall be at its option repair or replacement of the goods or refund of purchase price.  Seller shall be liable for claims based upon tort, (including negligence).  Seller shall be liable for any and all damages arising from or out of this Agreement or the goods or services purchased hereunder, including, but not limited to, liability for loss of profits or revenue, loss of use, down time, delays, penalties, cost of capital, cost of suitable equipment, additional costs incurred by Purchaser at its plant or in the field (whether by way of correction or otherwise) or claims of Purchaser’s customers or other third parties for damages.
11.  WAIVER:  Waiver by Purchaser of a breach by Seller of any provision contained herein shall be deemed a specific waiver of compliance therewith, and such provision as well as all the other items, covenants and conditions thereof shall remain in full force and effect with respect to all other matters.
12. LIMITATION OF LIABILITY:  To the extent permitted by the law governing this Agreement as provided for in Paragraph 15 hereof in no event will Purchaser (including Purchaser’s parent, subsidiaries or other related legal entities) be liable for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages.
13.  ASSIGNMENT:  Seller will not assign its rights nor subcontract its duties without Purchaser’s written consent.  Any unauthorized assignment is void.
14.  EXCHANGE OF INFORMATION: All exchanges of information between the parties pursuant to this purchase order will be considered non-confidential, unless the parties have entered into a separate written confidentiality agreement.  For any business personal information relating to Seller’s employees or other legal entities that Seller provides to Purchaser, Seller will obtain the informed agreement of such employees and other legal entities to release the information to Purchaser and allow Purchaser to use such information in connection with this Agreement.
15.  APPLICABLE LAW: All aspects of any sale of goods by Seller to Purchaser shall be governed by and construed in accordance with the laws of the province or state, as applicable, in which the Purchaser is located and the Purchaser and Seller irrevocably attorn to the exclusive jurisdiction of the courts of such province or state without giving effect to any principles of conflicts of laws.  If any provision or provisions hereof are void or are declared to be void, such provision or provisions shall be deemed and hereby are severed from this document which shall otherwise remain in full force and effect.
16.  ACCEPTANCE: Seller’s acceptance of this Agreement is expressly conditional on its assent to all the foregoing terms and conditions of sale.  Such terms and conditions are bargained for by Purchaser and are a part of the bargain.  Any additional or different terms or conditions which may appear in any communication from Seller shall not be effective or binding unless specifically recognized and assented to in writing by Royal Group Technologies Limited’s President or Vice President, Purchasing and no such additional or different terms or conditions in any printed form of Seller shall become part of this Agreement despite Purchaser’s acceptance of this Agreement unless such acceptance specifically recognizes and assents to their inclusion.  If Seller objects to any of its terms state herein, Seller shall advise Purchaser, in writing of the particular objection within ten (10) days or shall be held to have waived its objection.
17.  GENERAL: Any reproduction of this Agreement by reliable means will be considered an original of this Agreement.  The United Nations Convention on Contracts for the International Sale of Goods does not apply.  The parties expressly waive any right to a jury trial regarding disputes related to this Agreement.  Unless otherwise provided by the law governing this Agreement as provided for in Paragraph 15 hereof without the possibility of contractual waiver or limitation, any legal or other action related to this Agreement must be commenced no later than two (2) years from the date on which the cause of action arose.  The following statement is translated in English to “At the express request of the parties, this Agreement has been prepared in the English language” and is applicable only if either or both of Purchaser or Seller is located in Canada.