1. VALIDITY

2. The following General Terms and Conditions of Sale (the “Terms and Conditions”) govern all the sales of machines and/or products (the “Products”) and services (the “Services”) between IBIX Conservation Technologies Inc., hereinafter (“IBIX”), and a customer (the “Customer”). For certainty, the terms and conditions related to consumer laws in these Terms and Conditions shall apply to Customers only to the extent that such Customers are “consumers” as per the definition of applicable consumer laws. In case a Customer is not a “consumer” as per the definition of applicable consumer laws, then, for certainty, such Customer shall not benefit from any provision herein that is provided solely for the purposes of complying with applicable consumer laws, including without limitation Sections XVIII and XIX.

3. IBIX shall provide the Products and Services to the Customer as described in the Order Confirmation (as defined hereunder) in accordance with these Terms and Conditions.

• These Terms and Conditions, together with the written acceptance of the purchase order (the “Order Confirmation”) of IBIX, or the confirmation of sending an Online purchase (the “Confirmation”) constitute the contract (the “Contract”) that governs the sale and delivery of Products and/or the performance of the Services ordered by the Customer and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, made between the parties. In the event of any conflict between these Terms and Conditions and the Order Confirmation, the Order Confirmation shall govern, unless the Terms and Conditions expressly states that the Terms and Conditions or the Order Confirmation shall control.

1. The Customer who provides IBIX with a purchase order acknowledges having read and accepted without exception or reservation, these Terms and Conditions whether they appear on the purchase order form or not.

2. Any future total or partial non-applicability of any provision of these Terms and Conditions, shall not affect the validity of all other provisions.

3. Any agreement that differs or derogates from these Terms and Conditions must be formalised in writing, agreed and accepted between the parties.

4. CONTRACT TERMINATION

I.                   IBIX shall be entitled to suspend and/or terminate the Contract with immediate effect, at its sole discretion, by means of a simple written communication to the Customer pursuant to Section 12(II) in the event that a) the Customer fails to pay the price and/or the deposit/advance/down payment, b) the Customer becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors, c) the Customer’s financial conditions substantially change in such a way as to jeopardise the fulfilment of the Contract (e.g., failure to honor checks or promissory notes, unpaid bank orders, shortage of funds in current accounts, injunctions, seizures and similar actions), or d) there has been a material breach of any provision of this Contract by the Customer and such breach, if capable of being cured, has not been cured within ten (10) days following written notice of such breach by the Customer;

1. If the Customer terminates the Contract (or a purchase order or an Order Confirmation) in relation with the sale of Products, even within 24 hours of its signing or confirming the purchase, or refuses to accept the Products sold to him, the Customer agrees to reimburse, indemnify and hold harmless IBIX for an amount equal to the sale price charged to the Customer for such Products, in addition to any reasonable costs and out-of-pocket expenses incurred by IBIX in connection with the performance of the sale and the delivery of such Product. Any sum calculated in this regard is covered by the security deposit paid, until the deposit has been forfeited in full. Any credit or debit variance of the Customer shall be immediately waived.

• Customer irrevocably waives its right to unilaterally terminate this Contract pursuant to article 2125 of the Civil Code of Québec.

3. DELIVERY TERMS

I.                   The delivery terms are provided only as general information; in particular, IBIX is exempted from the obligation to deliver if, due to a) force majeure as defined pursuant to applicable laws, or b) other similar events including without limitation (i) the production or supply is impeded, (ii) there is a lack/unavailability of raw materials, (iii) import challenges, (iv) strikes, (v) wars, (vi) uprisings and (vii) exceptional natural events. Consequently, in such circumstances, IBIX shall accept every order without any obligation to deliver and without any liability for it.

1. In the absence of specific instructions from the Customer, IBIX shall have the right to determine the method and means of shipment.

• If the loading or transport of the Products is delayed for reasons attributable to the Customer, IBIX is authorized to keep the Products at its discretion, reserving the right to charge any storage costs and invoice the delivered Products. The same applies to Products which have been reported as ready for shipment and whose delivery is not claimed by the Customer within (4) days.

4. LIMITED WARRANTIES

I.                   IBIX guarantees that the Products will be of good quality and free from manufacturing and workmanship defects, as well as the proper functioning of the Products themselves, within the parameters inherent in their construction concept. IBIX shall not be liable for materials that are not of its own production. The warranty shall cover a period of (12) months from the date of delivery or arrival of the Products at their destination, whichever occurs first. The warranty provided herein is the sole and exclusive warranty provided by IBIX. For more certainty, any legal warranty provided by the Civil Code of Québec, including by articles 1723 and 1726, are hereby waived by the Customer who understand that the warranties provided herein are replacing such legal warranty.  For spare parts, the warranty expires upon receipt of the Products. The warranty period shall not be extended due to any repair or replacement during the warranty period, nor in the event of shorter daily work shifts. Upon receipt of the Products and under penalty of warranty forfeiture, the Customer must immediately inspect their condition; any obvious flaws and defects must be reported to IBIX by registered letter with return receipt or via certified email within (8) business days of receipt of the Products. Any hidden defects must be reported to IBIX by the same means within (8) business days of discovery.

II.                  The warranty shall be limited to the repair and/or replacement of parts recognised as defective by IBIX. Without limiting the foregoing, IBIX further disclaims all liability for the following:

• normal wear and tear;

• defects due to improper use;

• defects caused by non or incorrect maintenance;

• installation, assembly, alterations, or repairs carried out by the Customer or third parties;

• defects to or unsuitability of ressources, materials or components prescribed by the Customer and used with the Products; and

• supplied Products that were not new at the time of delivery.

• IBIX represents and warrants to the Customer that it shall perform the Services using personnel with the required skills, experience, qualifications, and in a professional and workmanlike manner, in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Contract.

IV.                The above warranties exclude any other conventional and/or legal warranty applicable pursuant to applicable laws, including the termination, even partial, of the Contract and any price reduction, as well as the Customer’s right to liquidated damages, both direct and indirect, arising from defects of the Products, including damages resulting from the failure and/or partial use of the Products, or in connection with the performance of the Services, except, for both cases, in the event of intentional or gross negligence.

V.                 The warranties shall automatically be considered null and void by IBIX a) if the Customer does not entrust IBIX with the inspections required to ascertain the defects and faults of the Products in the delay as defined under the above paragraph II; b) if the Customer does not perform operations under its purview in a workmanlike manner; c) if the Customer performs or entrusts to third parties, without prior written authorisation by IBIX, repairs, replacements, modifications or other interventions during the warranty period; d) if the Customer does not comply with the instructions provided by IBIX and/or contained in the Use and Maintenance Manual regarding the correct use, regular maintenance of the Products and/or periodic checks; e) if the Customer is in breach of its obligations under the Contract, including failure to make payments within the agreed terms of the Contract.

VI.                Except for the express limited warranties described in this Section 4, which are solely intended to and for the end Customer’s benefit (a) neither IBIX nor any person on IBIX’s behalf has made or makes any express or implied representation or warranty whatsoever to the Customer, including any warranties of merchantability, warranties of fitness for a particular purpose or performance of the Product in accordance to standards specific to the country of importation, whether arising by law, course of dealing, course of performance, usage of trade or otherwise, all of which are expressly disclaimed.

• IBIX shall not be liable for a breach of the warranties set forth in Section 4 unless Customer gives written notice of such breach, reasonably described, to IBIX within thirty (30) days of the Customer’s knowledge of such breach or ought to have been aware of such breach.

• Subject to paragraph VII, IBIX shall, at its sole discretion, either:

• repair or re-perform such Services/Products (or the defective part); or

• credit or refund the price of such Services/Products at the pro rata contract rate.

4. The remedies set forth in Section 4 shall be the Customer’s sole and exclusive remedy and IBIX’s entire liability for any breach of the limited warranties set forth in Section 4.

5. CUSTOMER’S OBLIGATIONS WITH RESPECT TO THE SERVICES

I.                   Customer shall:

• cooperate with IBIX in all matters relating to the Services and provide such access to Customer’s premises, and such office accommodation and other facilities as may reasonably be requested by IBIX, for the purposes of performing the Services;

• respond promptly to any IBIX request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for IBIX to perform Services in accordance with the requirements of this Contract;

• provide such customer materials or information as IBIX may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and

• obtain and maintain all necessary licences and consents and comply with all applicable laws in relation to the Services prior to the date on which the Services are to start.

1. If IBIX’s performance of its obligations under this Contract is prevented or delayed by any act or omission of the Customer or its mandataries, subcontractors, consultants or employees, IBIX shall not be deemed in breach of its obligations under this Contract or otherwise be liable for any costs, charges or losses sustained or incurred by the Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

2. ONLINE SALE OF PRODUCTS

I.                   Online purchases concern the sale of Products (the “Online Purchase”) only made through the use of IBIXCONSERVATION.CA and  IBIXCONSERVATION.COM website (the “Site”) to which these Terms and Conditions apply. Your use of the Site constitutes your agreement to these Terms and Conditions to which you are bound.

II.                  By accessing, browsing or purchasing from the Site, you agree to abide by the Terms of Conditions and not to make any use of the Site that does not comply with applicable laws or that may harm IBIX or its partners in any way.

• All Online purchases are for personal, non-commercial use only and cannot be sold at retail.

18. Online purchases may only be made by persons over the age of 18.

19. The Site displays Products offered for sale by IBIX and the prices displayed are in Canadian dollars. Although IBIX uses its best efforts, IBIX cannot guarantee the accuracy or reliability of the content, materials, data and information published on the Site (collectively, the “Materials”) including, without limitation, prices, description, specifications and availability. The information contained on the Site is based on the data available to IBIX when such information is posted on the Site. This information is provided for informational purposes only and IBIX shall not be liable to you or anyone else who relies on the pricing or Product information shown on the Site.

VI.                The availability of Products may vary and IBIX cannot guarantee the quantities available in stock. The Products offered on the Site are the responsibility of the manufacturer and are subject to the warranties offered by such manufacturer and/or IBIX if indicated.

VII.               IBIX reserves the right to modify the Products advertised or offered for sale on the Site, the prices and specifications of these Products, any promotional offer and all other documents on the Site, without notice and without incurring any liability to any person. IBIX cannot guarantee that the Products advertised or offered for sale on the Site will be available at the time they are ordered or any time thereafter. IBIX reserves the right to limit the quantities sold or offered for sale per Customer. In the event of a pricing or display error for a Product, the necessary corrections to the information available on the Site will be made by IBIX as soon as such error is brought to its attention.

• IBIX reserves the right to cancel an online order (including an accepted order) at any time and without notice, in particular in the event of a price or display error, stock shortage or error regarding the Product.

1. All billing and registration information you provide must be accurate, complete and correct. The transmission of inaccurate, incomplete or incorrect information constitutes a violation of the Terms and Conditions. By confirming your purchase at the end of the checkout process, you agree to pay for the Products for which you have submitted an order.

2. An acknowledgment of receipt of the order by email is automatically generated and receipt of such acknowledgment does not guarantee acceptance of an order. With the exception of paragraph II, Section 8 of these Terms and Conditions does not apply to any Online purchase.

3. All Products purchased through the Site are subject to a shipping contract. Any risk of loss, breakage or damage to the Products ordered is the responsibility of IBIX until IBIX remits them to the carrier. Title to these Products is transferred to you upon receipt of the Products purchased through the Site.

• Customer must proceed with the inspection of the Product at the time of delivery. Any defect must be reported to IBIX within 48 hours of the delivery.

• Unless indicated as non-refundable or non-returnable on the Site or at the time of the checkout process, Customer may request a return and refund of any Product purchased on the Site in accordance with the following terms:

• Prior to delivery : Customer may cancel and request for a refund of the Product’ purchase by requesting the cancellation of its order 48 hours before your delivery, by communicating with IBIX at the address provided in Section 12.I. Reimbursement will be made according to the original method of payment;

• After to Delivery: Customer may, after the delivery of the Product, if it is not 100 % satisfied with its purchase, except in the case of damage or defect, initiate a return request within 30 days of the delivery to return the Product(s) and obtain a refund according to the original method of payment less any delivery and shipment fees. The Products must be returned in their original condition, without defect of scratches, with the original documentation (guides, instruction booklets, etc.), in acceptable sanitary conditions to IBIX and they must be accompanied by the original sales receipt.

• Notwithstanding the above provision XIII, IBIX reserves the right to limit or refuse a return for a reason not stated above.

XV.              Customer agree that it will not use false or misleading email addresses, will not impersonate any other person or entity, and will not mislead anyone in any way whatsoever as to the origin of any information provided. Customer acknowledge that IBIX is not responsible for all or part of the information provided.

• With the exception of damages resulting from the actions of IBIX or its representatives, any Customer residing in Quebec within the meaning of the Consumer Protection Act (Quebec), shall expressly acknowledge and agree that IBIX assumes no liability of any kind for: (1) any unauthorized access or use of servers on which the Site is hosted and/or on which any of your personal information and/or financial information is hosted; (2) any interruption or cessation of transmission to or from the Site; (3) any bugs, viruses, worms, Trojan horses, defects, time bombs or other items of a harmful nature which may be transmitted to or through the Site by any third party; and/or (4) any error, fault, inaccuracy or omission in any Material, or for any loss or damage of any kind incurred as a result of the use of any Material emailed, transmitted or otherwise made available through the Site. IBIX does not guarantee, approve, endorse or assume responsibility for any hyperlinked site, and Customer agree that IBIX will not be liable for damages of any nature arising from your use of the Site.

XVII.            IBIX makes no representation and gives no warranty that the Products appearing on the Site can be used in a given territory or that it is available in a given territory.

• THESE TERMS AND CONDITIONS SHALL NOT HAVE THE EFFECT OF LIMITING THE RIGHT OF CONSUMERS RESIDING IN QUEBEC TO THE LEGAL WARRANTY OF THE CONSUMER PROTECTION ACT, IN PARTICULAR, TO THE EFFECT THAT IT WILL BE POSSIBLE TO USE GOODS IN THE WAY THEY ARE NORMALLY INTENDED TO BE USED AND FOR A REASONABLE DURATION. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IBIX HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS AND IMPLIED, WITH RESPECT TO THE QUALITY, USE, ACCURACY, ADEQUACY, INTEGRALITY, SAFETY AND LEGAL COMPLIANCE OF ANY INFORMATION CONTAINED ON THE SITE OR ANY PRODUCTS POSTED THEREIN.

• EXCEPT FOR DAMAGES RESULTING FROM THE ACTIONS OF IBIX OR ITS REPRESENTATIVES, ANY CUSTOMER RESIDING IN QUEBEC WITHIN THE MEANING OF THE CONSUMER PROTECTION ACT AGREE THAT IBIX WILL NOT BE LIABLE TO YOU FOR ANY DAMAGE, LOSS OR LIABILITY OF ANY KIND ARISING OUT OF OR RELATING TO CUSTOMER’ USE OF THE SITE OR ANY PROJECT CARRIED OUT FOLLOWING ITS USE OF THE SITE.

7. INTELLECTUAL PROPERTY AND CONFIDENTIALITY REQUIREMENTS

I.                   All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights in and to all documents, work product, and other materials that are delivered to Customer under this Contract, prepared by or on behalf of IBIX in the course of performing the Services, or integrated into the Site shall remain the exclusive property of IBIX and may not be used or transferred to third parties without the written authorisation of IBIX.

1. Projects, drawings, assembly instructions, clichés, etc. are the exclusive property of IBIX, regardless of the Customer’s payment of some production costs or any copyright claims on the designs that the Customer may have.

• The Customer must keep confidential all non-public, confidential, or proprietary information of IBIX, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing and all information, documents of a technical nature, knowhow, and knowledge, of any kind and in any form, provided by or on behalf of IBIX to the Customer, with the exception of information deemed to be of common knowledge. This requirement shall remain the Customer’s responsibility for a period of three (3) years commencing upon the last delivery to the Customer.

7. IBIX shall be entitled to injunctive relief for any violation of this Section 7.

8. PRICES AND TERMS OF PAYMENT

I.                    In consideration of the provision of the Services and/or the sale of the Products by IBIX under this Contract, Customer shall pay to IBIX the fees set forth in the Order Confirmation.

1. Customer shall be responsible for all applicable provincial sales tax, goods and services tax, value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by Customer hereunder.

• IBIX applies the prices valid at the time of delivery of the Products sold and at the time the Services are provided to the Customer subject to any express provision to the contrary in the Order Confirmation.

1. In the event that, from the time of ordering to the time of delivery of the imported Products, there are changes in the exchange rates, IBIX has the right to align the sale price to the same extent. Likewise, a price alignment may be possible in the event of late payment. The prices quoted in order proposals and in Order Confirmations apply to the Products in the warehouse of IBIX, while they must be considered for information purposes only for any items that must be specifically ordered.

2. The prices quoted are always intended for Products delivered Ex Works to IBIX registered office, in accordance with Incoterms 2010 EXW. The risk to the Products shall pass to the Customer as soon as IBIX has notified the Customer that the Products are at its disposal. The Products always travel at the Customer’s risk even in the case of prepaid freight.

3. IBIX reserves the right to change the prices quoted in the Order Confirmation in response to price increases of its suppliers and to the extent of the increases themselves. Any calculation in this regard is made in accordance with the prices in effect on the day on which the payment is due.

• In the event of overdue payments, IBIX reserves its rights, at its sole discretion, to (i) charge interest on any such unpaid amounts at a rate of 8% above the current Bank of Canada discount rate; and (ii) suspend performance for all Services until payment has been made in full.

• The payment of the price of the Products must be disbursed by the Customer to the bank account provided by IBIX, within the terms set out in the invoice or Order Confirmation.

1. Different payment methods or terms must be expressly cited on the invoice and/or the Order Confirmation to be valid.

2. Payments made in other ways or to people who have not been specifically authorised to accept them do not constitute payment for the purposes of the Order Confirmation.

3. Exempt the Customer, who must always review the power of attorney conferred for payment collection. Any payment discount expires if the payment is not made within the agreed terms of the Contract.

• If an installment payment has been agreed by the parties, the late payment, even of a single installment, shall void the right to any discount or other benefits and make the full amount immediately due.

• In the event of a change in the Customer’s asset or financial situation, IBIX reserves the right, at its sole discretion, to suspend the current provision of Services and supply of Products or to demand adequate guarantees.

• Bank bills and authorised drafts issued by the Customer are to be considered as a simple installment payment and can never constitute a novation. Payments shall not be suspended for any reason whatsoever by the Customer. The Customer shall not have the right to raise any claims and/or objections in order to suspend or delay any payments except in the event of the termination of the Contract in accordance with the conditions set forth herein. If the Customer does not pay one or more installments, or does not fulfill in whole or in part its obligations, IBIX is authorised:

• To consider the Contract terminated by effect of the law and to retain all payments made to such date by the Customer without prejudice to any claim in damages IBIX may have;

• To immediately demand the full consideration for the Products sold;

• To request immediate payment of all the Products supplied or Services rendered and yet to be paid.

9. FAILURE TO PAY

I.                   The Products, except for routine consumption commodities (such as, coating powders, blasting media, etc.), are sold with right of retention in favour of IBIX as per applicable law. Therefore, the Products sold remain the property of IBIX until full payment of the agreed price and any ancillary amounts have been made.

1. The contracting parties agree that failure to pay or any payment delay, even pertaining to a single installment, as well as the collection or seizure of the Products in a place other than the place of delivery, as well as the non-compliance, even if only partial, with the Contract made herein, are deemed to be events of material importance for IBIX.

• In the event of non-fulfillment of the Contract conditions by the Customer, IBIX may demand the immediate payment of any outstanding amounts, or the collection of the installments already paid and the seizure of the Products by legal means, wherever the Products are located pursuant to the applicable law. Therefore, the Customer is just the custodian of the Products sold to it with an agreement for retention of title; as a result, the Customer shall not sell, lend or pledge the Products, or use them as collateral with regard to any third parties.

10. DISPUTES – APPLICABLE LAW

I.                   The Terms and Conditions and related agreements will be governed by and interpreted in accordance with the Laws of the province of Quebec and of Canada applicable therein.

• .

• Any disagreement, dispute or litigation relating to the Terms and Conditions, or related agreements including any Online purchase or use of the Site will be subject to the jurisdiction of the courts of Province of Québec in the judicial district of Montreal.

11. PRIVACY

I.                   The parties authorise the reciprocal processing of their personal data contained herein, pursuant to applicable laws.

12. GENERAL CONDITIONS

I.                   Any notice or other communication to IBIX required hereunder is sufficient if it is in writing and sent by a means of communication that enables the Customer to prove that the notice or communication was delivered to IBIX at the address set out herein:

IBIX Conservation Technologies Inc.

NEQ: 117867588 – 1848 Rue Onésime Gagnon, Lachine, QC H8T 3J7, Montréal Quebec/Canada

Email: info@ibixconservation.ca – www.ibixconservation.ca – Phone: +1 (514) 416-1061

1. Any notice or other communication to the Customer necessary or desirable hereunder may be given by IBIX to the address of the Customer in the Order Confirmation.

• Customer shall not assign any of its rights or delegate any of its obligations under this Contract without the prior written consent of IBIX which consent may be withheld by IBIX at its sole discretion. Any purported assignment or delegation in violation of this Section 12 is null and void. No assignment or delegation relieves Customer of any of its obligations under this Contract.

1. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any mandatary, partnership, joint venture, 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 manner whatsoever.

2. Any provision of these Terms and Conditions which by its nature is intended to apply beyond the term of this Contract shall continue to remain in force following the termination or expiration of this Contract.

3. No waiver by IBIX of any of the provisions of this Contract is effective unless explicitly set forth in writing and signed by IBIX. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Contract operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

• The Customer is an independent contractor and the relationship between the Customer and IBIX under the Contract does not constitute and shall not be construed to constitute a fiduciary relationship, joint venture, agency, partnership or employment. The Customer shall not hold itself out or permit itself to be held out as an employee or agent of IBIX. The Customer hereby acknowledges that IBIX has advised the Customer to obtain independent legal advice with respect to this Agreement. The Customer has either obtained such advice or waived its right to obtain such advice. The Customer has had the opportunity to review the Contract and agrees to its terms.

If you think that the CISG provisions are good to better “protect’ IBIX in Canada, you can amend accordingly. Unfortunately I personally do not know the CISG provisions