TERMS AND CONDITIONS OF PURCHASE AND SALE

1. Acceptance.

All transactions with J. Lanfranco Fastener Systems Inc. (herein J. Lanfranco) shall be conducted in accordance with these terms and conditions (at times “Terms”) of this website, invoices and/or purchase orders confirming such transaction. J. Lanfranco hereby objects to any different or additional terms and conditions contained in documents confirming any transaction. J. Lanfranco hereby objects to any different or additional terms and conditions contained in any response. J. Lanfranco’s shipment of any materials and/or goods (collectively “Goods”) covered hereunder, shall constitute acceptance of and assent to these terms and conditions. No other terms and conditions of sale or service contained in any quotation, acknowledgement, invoice or acceptance of this order shall apply. J. Lanfranco is not responsible for fees and charges of any kind and nature imposed or asserted to be due by any third party, including but not limited to bank service charges or like fees assessed, incurred and/or required to be paid or collected in connection with any transaction with J.Lanfranco.

2. Termination at J. Lanfranco’s Option.

J. Lanfranco retains the right to terminate any transaction upon 30 days written notice.

3. Price and Payment Terms.

The price of goods will be as specified on the order accepted by J. Lanfranco and is on an as-delivered basis. Payment in full must be received by J. Lanfranco without setoff not later than thirty (30) days from the date of invoice, unless specified otherwise on the order accepted by J. Lanfranco. Buyer will reimburse J. Lanfranco for all costs and expenses, including reasonable attorneys’ fees, incurred in the collection of amounts past due. In the event of Buyer’s bankruptcy or insolvency, or any proceeding brought by or against Buyer under bankruptcy or insolvency laws, J. Lanfranco may cancel any order (or portion of any order) then outstanding, and Buyer will reimburse J. Lanfranco for its cancellation charges. In addition to all other remedies available under these Terms or at law (which J. Lanfranco does not waive by the exercise of any rights hereunder), J. Lanfranco shall also be entitled to suspend the delivery of any order (or portion of any order) then outstanding if the payment by Buyer of any invoices becomes more than ten (10) days past due, or the credit limit extended by J. Lanfranco to Buyer is exceeded. J. Lanfranco is not responsible for fees and charges of any kind and nature imposed or asserted to be due by any third party, including but not limited to bank service charges or like fees assessed, incurred and/or required to be paid or collected in connection with any transaction with J. Lanfranco.

4. Terms Governing Export Options

a. Prepaid Orders for Export. Payment for orders placed with J. Lanfranco by a Buyer not based in the North America and paid for in advance cannot be cancelled under any circumstances. b. Taxes, Re-Export. Any federal, state or other governmental tax, fee or charge on or with respect to the sale, purchase, delivery or use of the goods purchased or sold hereunder will be paid by Buyer in addition to the purchase price. In the event J. Lanfranco is required to pay any such tax, fee, or charge, Buyer will promptly reimburse J. Lanfranco. Certain goods are subject to international export control regulations. Buyer will be responsible for compliance with such regulations in connection with the export of goods to end users. c. Orders are Non-Cancellable – Customer Purchase Orders (PO’s) that have been received and accepted by J. Lanfranco will not be cancelled under any circumstances. d. Minimum Order Quantities (MOQ) – J. Lanfranco reserves the right to require customers to purchase Minimum Order Quantities (MOQ) of specific items such MOQ to be set from time to time in the sole discretion of J. Lanfranco. e. Price Quotes Provided to Customers – Price quotes provided to customers are valid for 30 days from the date of the quote.

5. Remedies.

In no event shall J. Lanfranco or its affiliates be liable for any amount exceeding the aggregate purchase price specified. In no event shall J. Lanfranco or any of its affiliates be liable, whether in contract, tort, negligence, strict liability or otherwise, for any indirect, incidental, consequential or punitive damages (including, without limitation, lost profits or business interruption events) arising out of or pertaining to the subject matter of this order.

6. Delivery, Shipment, and Risk of Loss.

All scheduled or quoted delivery dates are approximate and J. Lanfranco will not be liable for failure to deliver goods by any scheduled delivery date. Goods will be packaged in accordance with J. Lanfranco’s standard procedures, except as otherwise provided on the order accepted by J. Lanfranco. The method of shipment will be at Buyer’s election, as specified by Buyer on the order accepted by J. Lanfranco, and any additional expense of the method or route of shipment requested by Buyer will be borne by Buyer. All goods furnished hereunder will be shipped F.O.B. point of shipment (the “Delivery Point”), and possession and risk of loss in such goods will pass to Buyer upon J. Lanfranco’s delivery to the carrier at the Delivery Point. When the risk of loss has passed to Buyer, Buyer must obtain any remedy it seeks for freight losses, shortages or damages from the carrier, and/or applicable insurers, and J. Lanfranco is not responsible for any such freight losses, shortages or damages. Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the goods at the Delivery Point. If, for any reason other than Buyer’s exercise of its inspection rights in accordance with these Terms, Buyer fails to accept delivery of any of the goods within ten (10) days after the date that the goods have been delivered at the Delivery Point, or if J. Lanfranco is unable to deliver the goods at the Delivery Point within ten (10) days after Buyer’s order is placed because Buyer has not provided appropriate instructions, documents, licenses or authorizations, then J. Lanfranco may cancel the orders for such goods (or any portion of the orders) and impose reasonable cancellation and restocking charges, and for those orders that J. Lanfranco does not cancel: (a) risk of loss to the goods shall pass to Buyer, (b) the goods shall be deemed to have been delivered, and (c) J. Lanfranco, at its option, may store the goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). J. Lanfranco is not responsible for fees and charges of any kind and nature imposed or asserted to be due by any third party, including but not limited to bank service charges or like fees assessed, incurred and/or required to be paid or collected in connection with any transaction with J. Lanfranco.

7. Inspection, and Acceptance.

Buyer must inspect goods delivered or warranty repairs performedwithin fifteen (15) days from the date of receipt of the goods or completion of the warranty repairs,as the case may be, and within such period of time must send J. Lanfranco a written notice fullyspecifying any respects in which said goods or repairs are nonconforming. Failure to send said writtennotice will constitute a waiver of Buyer’s claims for all nonconformities that an inspection, whether ornot in fact carried out, should have discovered. Buyer is deemed to have accepted goods deliveredhereunder on the Terms set forth herein unless within fifteen (15) days of the date of receipt of saidgoods Buyer sends J. Lanfranco a written notice of rejection which provides detailed grounds forrejection. No order may be canceled or altered by Buyer except on terms and conditions acceptableto J. Lanfranco, as evidenced by J. Lanfranco’s written consent, and J. Lanfranco may imposereasonable cancellation and restocking charges. Buyer may not reject goods merely on the basis ofplanned installment shipments. If Buyer timely notifies J. Lanfranco of any nonconforming goods orrepairs, J. Lanfranco may, in its sole discretion, (a) replace such nonconforming goods or cure suchnonconforming repairs with conforming goods or repairs, or (b) credit or refund the price for suchnonconforming goods or the cost for such nonperforming repairs, together with any reasonableshipping and handling expenses incurred by Buyer in connection therewith. Buyer acknowledges andagrees that the remedies set forth in this section are Buyer’s exclusive remedies for the delivery ofnonconforming goods or repairs.

8. Warranties, and Limitations.

J. Lanfranco warrants that (a) with regards to hardware components, the goods sold hereunder willbe free from defects in materials and workmanship; provided, that this warranty is void if the goodsare damaged as a result of: (i) misuse, abuse, neglect, accident, improper handling or use, orimproper electrical voltages or currents; (ii) unauthorized repair, alteration or maintenance or otherrepair made without the prior written consent of J. Lanfranco; (iii) any use in violation of J.Lanfranco’s oral or written instructions as to the storage, installation, commissioning, use ormaintenance of the goods; (iv) Buyer’s use of the goods after Buyer’s claim or notice of a claim onthe foregoing limited warranty. If there is a valid and timely warranty claim under this Section 8, J.Lanfranco may, in its sole discretion, (A) replace such nonconforming goods or cure suchnonconforming repairs with conforming goods or repairs, or (B) credit or refund the price for suchnonconforming goods or the cost for such nonperforming repairs, together with any reasonableshipping and handling expenses incurred by Buyer in connection therewith. Buyer acknowledgesand agrees that the remedies set forth in this section are Buyer’s exclusive remedies for the deliveryof nonconforming goods or repairs.

All other express warranties are hereby excluded and disclaimed. All implied warranties regardingthe product, including without limitation, implied warranties of merchantability, non-infringement,title, and fitness for a particular purpose, are hereby expressly excluded and disclaimed. No action,regardless of form, may be brought against J. Lanfranco more than twelve (12) months after a causeof action has accrued. The limited warranty specified above will constitute the exclusive remedy withrespect to any and all claims, losses or damages relating to or arising from the purchase, distributionand/or use of the goods. In no event will J. Lanfranco or any other entity affiliated therewith be liablefor (a) any special, incidental or consequential damages of any kind arising out of the purchase,distribution and/or use of the goods, or (b) damages or losses, whether arising out of or related tobreach of contract, tort (including negligence) or otherwise, that exceed the total of the amountspaid to J. Lanfranco by buyer for the goods sold hereunder.

9. Custom and Usage.

No course of performance or any course of dealing or usage of trade will varythe express Terms hereof.

10. Confidential and Proprietary Information.

All non-public, confidential or proprietary informationof J. Lanfranco, including but not limited to specifications, samples, patterns, designs, plans, drawings,documents, data, software (including without limitation source code, object, code, and markuplanguage) business operations, customer lists, pricing, discounts or rebates, disclosed by J. Lanfrancoto Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form ormedia, and whether or not marked, designated or otherwise identified as “confidential” in connectionwith these Terms is confidential, solely for the use of performing these Terms and may not bedisclosed or copied unless authorized in advance by J. Lanfranco in writing. Buyer understands andagrees that all copyright, trademark, patent, trade secret and other intellectual or proprietary rightsin and to the goods are owned by J. Lanfranco or its licensors and/or suppliers; and Buyer agrees notto infringe upon any of J. Lanfranco’s rights in or to the foregoing.

11. Force Majeure.

J. Lanfranco will not be liable for any non-performance or delay in performance inconnection with the sale of goods or services hereunder, or for any damage, loss or expense sufferedby Buyer by reason thereof, when such non-performance or delay is, directly or indirectly, caused by,or in any manner arises from, fires, floods, accidents, riots, acts of God, war, governmentalinterference or embargoes, strikes, labor difficulties, shortage of labor, materials or supplies,transportation delays, acts by third parties (including terrorism), acts by Buyer, delay or non-performance by J. Lanfranco’s suppliers or contractors or any other cause or causes (whether or notsimilar in nature to any of those listed above) beyond J. Lanfranco’s control.

12. Non-Waiver.

Waiver by J. Lanfranco of a breach of any provision of this document will not bedeemed a waiver of future compliance therewith, and such provision will remain in full force andeffect.

13. Modification.

These terms are intended by the parties as a final expression of their agreement andis intended also as a complete and exclusive statement of the terms and conditions of their agreementwhich can be modified or rescinded only by a writing signed by both parties and their duly authorizedagents.

14. Assignment.

The order accepted by J. Lanfranco may not be assigned by Buyer without the writtenconsent to J. Lanfranco, provided, that J. Lanfranco may, without Buyer’s consent, assign such orderto any entity controlled by, controlling or under common control with J. Lanfranco, or to an entity thatacquires all, or substantially all, of J. Lanfranco’s assets.

15. No Third-Party Beneficiaries.

None of the rights or obligations of the parties under these Termsare intended by the parties to benefit any third parties.

16. Governing Law.

All questions relating to the legality, validity, enforceability, interpretation andperformance of the order accepted by J. Lanfranco, and this document, will be governed by the lawsof Canada. without regard to its conflict of laws principles; and the parties irrevocably consent to theexclusive jurisdiction of any federal district or state court in the province of Ontario having subjectmatter jurisdiction in any suit, action, proceeding or other dispute arising under this document.

17. Termination.

In addition to any remedies that may be provided under these Terms, J. Lanfrancomay terminate pending orders with immediate effect upon written notice to Buyer, if Buyer: (a) failsto pay any amount when due under these Terms, (b) has not otherwise performed or complied withany of these Terms, in whole or in part, or (c) becomes insolvent, files a petition for bankruptcy orcommences or has commenced against it proceedings relating to bankruptcy, receivership,reorganization or assignment for the benefit of creditors.

18. Compliance with Laws.

Buyer shall maintain in effect all the licenses, permissions, authorizations,consents and permits that it needs to carry out its obligations under these Terms. Buyer shall complywith all export and import laws of all countries involved in the sale of the goods under these Terms orany resale of the goods by Buyer. Buyer assumes all responsibility for shipments of goods requiringany government import clearance. J. Lanfranco may terminate any transaction if any governmentalauthority imposes antidumping or countervailing duties or any other penalties on goods.

19. Survival.

Provisions of these Terms which by their nature should apply beyond their terms willremain in force after any termination or expiration of these Terms or the orders covered by theseTerms.

20. Severability.

If any term or provision of these Terms is invalid, illegal or unenforceable in anyjurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision ofthese Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

21. Relationship of Parties.

The relationship between the parties is that of independent contractors.Nothing contained in these Terms shall be construed as creating any agency, partnership, jointventure or other form of joint enterprise, employment or fiduciary relationship between the parties,and neither party shall have authority to contract for or bind the other party in any mannerwhatsoever.22. Notices. All notices, request, consents, claims, demands, waivers and other communicationshereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forthon the face of the sales confirmation or to such other address that may be designated by the receivingparty in writing. All Notices shall be delivered by personal delivery, nationally recognized overnightcourier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registeredmail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in theseTerms, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving theNotice has complied with the requirements of this Section.