General Terms and Conditions of Sale

The following terms and conditions of sale shall apply to any sale of goods and services by Progressive Educational Systems Inc. (hereinafter called “Progressive”). Purchaser shall be deemed to have full knowledge of the terms and conditions herein and such terms and conditions shall be binding if either the goods and services referred to herein are delivered to and accepted by Purchaser, or if Purchaser does not within five days from the date hereof deliver to Progressive written objection to said terms and conditions or any part thereof.

1. GENERAL

   In the event of any conflict or inconsistency between the terms and conditions of sale herein and the terms and conditions contained in Purchaser’s order or in any other form issued by Purchaser, whether or not any such form has been acknowledged or accepted by Progressive, Progressive's terms and conditions herein shall prevail. No waiver, alteration or modification of these terms and conditions shall be binding upon Progressive unless made in writing and signed by a duly authorized representative of Progressive .

2. QUOTATIONS

   Unless otherwise stated, Progressive quotation shall be null and void unless accepted by Purchaser within thirty (30) days from the date of quotation.

3. PRICES / COST OF TRANSPORTATION

   All quoted prices are based on the current exchange rates, tariffs and costs of manufacture. Unless otherwise stated in the quotation, quoted prices are subject to change by Progressive with or without notice until Purchaser’s acceptance. Prices are subject to correction for error. Unless otherwise stated, all prices are f.o.b. factory and include domestic packing. Customary methods of transportation shall be selected by Progressive and such transportation will be at Purchaser’s expense. Special methods of transportation will be used upon Purchaser’s request and at Purchaser’s additional expense provided reasonable notice of Purchaser’s transportation requirements are given by Purchaser to Progressive prior to shipment.

4. TAXES

   Prices do not include Goods & Services Tax, Provincial or Municipal sales, use, value-added or similar tax. Accordingly, in addition to the price specified herein, the amount of any present or future sales, use, value-added or similar tax applicable to the sale of the goods hereunder to or the use of such goods by Purchaser shall be paid by Purchaser to the entire exoneration of Progressive .

5. DELIVERY

   Delivery schedules are approximate and are based on prevailing market conditions applicable respectively at the time of Progressive quotation and Progressive acceptance of Purchaser’s order.
   Progressive may extend delivery schedules or may, at its option, cancel Purchaser’s order in full or in part without liability other than to return any deposit or prepayment which is unearned by reason of the cancellation.

6. FORCE MAJEURE

   Progressive shall not be responsible or liable for any loss or damage incurred by Purchaser herein resulting from causes beyond the reasonable control of Progressive including, but without limitation, acts of God, war, invasion, insurrection, riot, the order of any civil or military authority, fire, flood, weather, acts of the elements, delays in transportation, unavailability of equipment or materials, breakdown, sabotage, lock-outs, strikes or labour disputes, or the failure of Progressive suppliers to meet their delivery promises. The acceptance of delivery of the equipment by Purchaser shall constitute a waiver of all claims for loss or damage due to any delay whatsoever.

7. SHIPMENT/DAMAGES OR SHORTAGES IN TRANSPORT/RISK

   Except for obligations stated under “Warranty” herein, Progressive responsibility for goods ceases upon delivery to the carrier. In the event of loss or damage during shipment, Purchaser’s claim shall be against the carrier only. Progressive will, however, give Purchaser any reasonable assistance to secure adjustment of Purchaser’s claim against the carrier provided immediate notice of such claim is given by Purchaser to Progressive . Claims for shortages must be made in writing within ten (10) days after receipt of goods by Purchaser. If Progressive does not receive written notification of such shortages within such ten (10) days, it shall be conclusively presumed that the goods were delivered in their entirety. Unless agreed upon otherwise in writing, Progressive reserves the right to make partial shipments and to submit invoices for partial shipments.

8. TITLE

   Title to the goods or any part thereof shall not pass from Progressive to Purchaser until all payments due hereunder have been duly made in cash, except as otherwise expressly stipulated herein. The goods shall be and remain personal or moveable property, notwithstanding their mode of attachment to realty or other property. If default is made in any of the payments herein, Purchaser agrees that Progressive may retain all payments which have been made on account of the purchase price as liquidated damages, and Progressive shall be free to enter the premises where the goods may be located and remove them as Progressive property, without prejudice to Progressive's right to recover any further expenses or damages Progressive may suffer by reason of such nonpayment.

9. LIABILITY

   Progressive shall not be liable for and shall be held harmless by Purchaser from any damage, losses or claims of whatever kind, contractual or delictual, consequential or incidental, direct or indirect, arising out of, in connection with or resulting from the sale governed hereby or the goods, including, but without limitation, the manufacture, repair, handling, installation, possession, use, operation or dismantling of the goods and any and all claims, actions, suits, and proceedings which may be instituted in respect to the foregoing.

10. WARRANTY

    Progressive will warranty product to be free of defects in material and workmanship, under normal and proper operation, for a period of one (1) year from the date of shipment from Progressive Educational Systems Inc. Progressive 's obligation under this warranty shall be strictly limited to Progressive's option, to furnishing replacement parts for, or repairing without charge to, the purchaser, F.O.B. the supplier’s factory or Progressive Educational Systems location. For equipment not manufactured by Progressive, the warranty obligations of Progressive shall in all respects conform and be limited to the warranty actually extended to Progressive by the supplier. These products are warranted to be fit and sufficient as limited by using the items within the performance conditions intended and as defined by the manufacturer’s published data. Progressive passes all such manufacturer’s warranties on to the Purchaser. All transportation charges, relative to corrective work on defective parts or replacement parts, shall be done by the Purchaser. The undertaking of repairs or replacement by the Purchaser or its agents without the prior written consent of Progressive, shall relieve Progressive of all responsibility therewith. Systems manufactured to Purchaser’s designs or specifications are not warranted as to performance, that being determined by the Purchaser’s design. Whenever Purchaser has specified that certain components be used, such systems performance warranties are limited to that consistent with the performance specified by the manufacturers of the components so employed. Progressive's sole liability shall be exclusively as set forth herein, and Progressive shall not be liable for any incidental or consequential damages due to its breach of any warranty herein contained, or otherwise. Without limitation to the foregoing, in no event shall Progressive be liable for the loss of use of the product, or for the loss of use of any other product, process, plant, equipment, or facilities of the Purchaser, or the end user, whether partially or wholly due to defects in material and/or workmanship and/or design of Progressive product, and in no event shall Progressive be liable for removal of appurtenances or incidentals such as brought about by the necessity of removing the product from its point of installation. No one is authorized to make any warranty or representation other than as set forth herein. The Purchaser shall not rely on any other warranty or representation. PROGRESSIVE EDUCATIONAL SYSTEMS MAKES NO WARRANTY OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED, OTHER THAN AS SPECIFICALLY STATED HEREIN; AND, THERE ARE NO WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE OF EQUIPMENT WHICH EXCEED THE OBLIGATIONS AND WARRANTIES SPECIFICALLY STATED HEREIN.

11. INSTALLATION

    Unless otherwise expressly stipulated, the goods shall be installed by and at the risk and expense of Purchaser. In the event that Progressive is requested to install, Purchaser shall remain responsible for all aspects of the work including compliance with the local regulations.

12. RETURNED GOODS

    No goods may be returned to Progressive without Progressive prior written permission. Progressive reserves the right to decline all returns or to accept them subject to a handling/restocking charge. Even after Progressive has authorized the return of goods for credit, Progressive reserves the right to adjust the amount of any credit given to Purchaser on return of the goods based on the conditions of the goods on arrival in Progressive's warehouse. Credit for returned goods will be issued to Purchaser only where such goods are returned by Purchaser and not by any subsequent owner of the goods. Goods will be considered for return only if they are in their original condition and packaging.

13. TERMS OF PAYMENT

    Unless otherwise stated, invoices on “open account” shipment are payable within thirty (30) days of invoice date. Unless specifically provided, no cash discount shall be available to Purchaser. When cash discount is offered, the discount price is computed from the date of invoice. Progressive does not offer cash discount on C.O.D. shipments. Should payment not be made to Progressive when due, Progressive reserves the right, until the price has been fully paid in cash, to charge Purchaser with interest on such overdue payments at the rate of eighteen percent (18%) per annum. The charging of such interest shall not be construed as obligating Progressive to grant any extension of time in the terms of payment.

14. CHANGES AND CANCELLATION

    Orders accepted by Progressive are not subject to changes or cancellation by Purchaser, except with Progressive's written consent. In such cases where Progressive authorizes changes or cancellation, Progressive reserves the right to charge Purchaser with reasonable costs based upon expenses already incurred and commitments made by Progressive , including, without limitation, any labour done, material purchased and also including Supplier’s usual overhead and reasonable profit and cancellation charges from Progressive suppliers.

15. THE AGREEMENT

    An acceptance and official confirmation of Purchaser’s order by Progressive shall constitute the complete agreement, subject to the terms and conditions of sale herein set forth, and shall supersede all previous quotations, orders or agreements. The law of the Province of Ontario Canada shall govern the validity, interpretation and enforcement of these terms and conditions of sale and of any contract of which these terms and conditions are a part.