Schedule “A”
MELET PLASTICS INC.
TERMS & CONDITIONS OF SALE

THESE TERMS AND CONDITIONS GOVERN THE QUOTATION PROVIDED TO THE CUSTOMER IDENTIFIED IN THE QUOTATION (“CUSTOMER”) BY MELET PLASTICS INC. (“MELET”). ALL SALES BY MELET TO CUSTOMER, UNLESS COVERED BY A PRIOR EXISTING WRITTEN CONTRACT SIGNED BY MELET AND CUSTOMER, ARE SUBJECT ONLY TO THE FOLLOWING TERMS AND CONDITIONS. ANY TERMS OR CONDITIONS IN CUSTOMER’S PURCHASE ORDER OR ANY OTHER CUSTOMER DOCUMENT WHICH ARE IN ADDITION TO, OR ARE DIFFERENT OR CONTRARY TO THESE TERMS AND CONDITIONS, ARE HEREBY REJECTED UNLESS ACCEPTED IN A WRITTEN CONTRACT SIGNED BY MELET. ANY QUOTATION ISSUED BY MELET TO AN ACTUAL OR POTENTIAL CUSTOMER, AND ANY ACCEPTANCE OF A PURCHASE ORDER BY MELET, IS DEEMED TO INCORPORATE AND BE SUBJECT TO THESE TERMS AND CONDITIONS. ISSUANCE OF A PURCHASE ORDER OF ANY KIND TO MELET IS DEEMED TO BE CUSTOMER’S ACKNOWLEDGEMENT AND AGREEMENT THAT IT HAS RECEIVED AND REVIEWED AND ACCEPTS THESE TERMS AND CONDITIONS.

1. Quotation and Acceptance. A Quotation from Melet is an offer by Melet to supply goods or services or both as described on the Quotation on the terms and conditions set out in this Schedule “A”. No contract will result from the Quotation unless and until a purchase order is issued by Customer and is accepted in writing by Melet. The Quotation may be withdrawn at any time by Melet before it is accepted by Customer. The Quotation is open for acceptance by Customer only within 30 days of the date of the Quotation, and prices quoted by Melet are valid only for that thirty (30) day period, unless stipulated differently on the Quotation. Acceptance is accomplished by Customer giving Melet written notice of acceptance of the Quotation by signing and returning to Melet a purchase order or by sending by electronic means a purchase order to Melet. The Quotation does not apply to subsequent orders from Customer for the same goods or services or both unless the Quotation stipulates that it applies to multiple orders during a specified period, in which case it shall apply during that specified period, provided that any such Quotation can be withdrawn by Melet at any time on written notice to Customer provided that orders accepted by Melet prior to such withdrawal are fulfilled.
2. Entire Agreement. The Quotation includes the terms and conditions set out in this Schedule “A”, any specifications and drawings attached to the Quotation or that are issued by Melet or accepted in writing by Melet, and any additional written terms and conditions incorporated into and attached to the Quotation (collectively, the “Quotation”). The Quotation, upon acceptance by Customer, constitutes the entire agreement between the parties. There are no other agreements, undertakings, representations, warranties, covenants, conditions, terms or reservations, oral or written, between Melet and Customer respecting the subject matter of the Quotation. No change, alteration or modification of the Quotation is valid unless in writing and signed by Melet, and no course of dealings is deemed to alter the terms hereof. All sale of goods legislation, statutory warranties and warranties implied by law, including fitness for purpose, are expressly excluded to the full extent permitted by law. The Quotation supersedes all previous quotations for the same subject matter from Melet. If Customer issues a purchase order or other document to Melet, the terms and conditions of that purchase order or other document do not supersede, amend or vary the terms and conditions of the Quotation, even if a copy of the purchase order is executed by Melet to facilitate payment of the charges pursuant to the Quotation. If there is any conflict or inconsistency between the Quotation and the terms and conditions of a purchase order or other document issued by Customer, then the Quotation governs, regardless of which document was first executed and regardless of the terms of the purchase order or other document. Customer’s receipt and acceptance of goods and/or services from Melet also constitutes acceptance of and consent to the terms and conditions of the Quotation. The Quotation may be amended only by written document signed by both parties that refers to this Quotation and states an intention to modify or amend it.
3. Invoicing and Payment. Unless otherwise specified in the Quotation, Melet shall invoice Customer for the purchase price at the time of Delivery (defined below). The purchase price shall be due and payable as stated and agreed upon in the Quotation or in Melet’s invoice(s). If Customer’s credit is, in the judgment of Melet, impaired at any time, or if delivery is unreasonably delayed through any fault of Customer, at Melet’s sole discretion, Melet may require payment in advance or change the payment terms by written notice to Customer. A late payment charge of 1.5% per month (or the highest rate allowed by law, whichever is lower) on the unpaid balance due to Melet will apply to all amounts not paid to Melet by the due date.
4. Price Adjustment; Modification of Order. All prices quoted are in Canadian dollars unless stated otherwise in the Quotation. Prices quoted are based upon continuous operation of molds and availability and cost of raw materials unless otherwise specified and agreed to in writing by Melet. Prices quoted are subject to increase upon written notice to Customer if the production of the goods involves non-continuous operation of the molds, or if the cost of materials, energy or labour increases or if the full delivery of goods exceeds three (3) months from the date of acceptance of the purchase order by Melet. Any requests by Customer to modify the quantity, delivery date or any other specification regarding the goods and/or services will be subject to Melet’s written approval and the prices quoted may be adjusted by Melet as a condition of any such approval. Typographic and clerical errors in any Quotation and in any order acknowledgement or invoice are subject to correction by Melet.
5. Taxes, Duties and Licenses. Prices quoted do not include taxes, duties or any other charges of any kind levied by any governmental or regulatory authority on the goods and/or services. Customer agrees to pay any and all applicable federal, provincial, state and local taxes (domestic and foreign) to which the goods and/or services may be subject, including, without limitation, excise taxes, sales taxes, property taxes, value-added taxes, use taxes, duties and license fees.
6. Cancellation and Changes. ALL SALES ARE FINAL. Customer may not cancel an order accepted by Melet or return non-defective goods without Melet’s written consent, which may be denied in Melet’s sole discretion. If an order is cancelled with Melet’s written consent, Customer will pay to Melet all costs and expenses incurred by Melet in connection with the cancelled order, including the costs of preparing the equipment for the manufacture of the goods and/or services, and the costs of materials (including color concentrate), as well as the full purchase price of all goods already produced or in production and all services performed prior to the effective date of termination. Customer will also pay a 15% surcharge on all costs and expenses incurred by Melet. Any change requested by Customer to modify, add or delete quantities, types or specifications of any goods or services to be supplied pursuant to the Quotation shall only be effective if a written change order is accepted and signed by Melet. If a change order results in Melet incurring any costs or charges or an increase in price or time required for the supply of any goods and/or services pursuant to the Quotation, then Melet may adjust the price, delivery date or both and charge Customer for the costs or charges incurred by Melet, and such adjustments are binding upon Customer. All change orders accepted by Melet are subject to all the terms and conditions of the Quotation as if the accepted change order formed part of the Quotation.
7. Design. The Quotation is based on the 2D drawing, 3D model, sample part, and/or other information submitted by Customer to Melet. Any change to the design will require an updated quotation. Applications of a custom design are unique with respect to design considerations, the stresses on the parts, and environmental factors. Customer is urged to validate the design by testing sample products under actual field conditions. Qualification and final approval is the sole responsibility of Customer.
8. Tools and Equipment. All dies, jigs, gauges, fixtures and other equipment used by Melet in producing goods and/or services for Customer shall remain the property of Melet, unless purchased and supplied to Melet by Customer or otherwise agreed upon by Melet in a written contract signed by Melet. Customer-supplied equipment and materials are governed by Section 14 below.
9. Delivery. Each delivery date stated on the Quotation or otherwise provided by Melet is approximate only and if Melet delays or fails to deliver goods or supply services or both as a result of an event of Force Majeure (defined below), a change order by Customer or any other action, inaction or interference by Customer, then Melet is not liable to Customer for any damages of any type whatsoever. Unless stated otherwise on the Quotation, all prices are FOB Melet’s shipping bay at the Melet facility specified in the Quotation and do not include any shipping charges, which are the sole responsibility of Customer, unless otherwise noted on the Quotation. Delivery of the goods (“Delivery”) shall be deemed to occur when Melet notifies Customer that the goods are available for pickup at Melet’s shipping bay, and title and risk of loss shall pass to Customer at such time. The goods may be delivered in one or more deliveries as Melet may reasonably determine to be most expedient. Customer agrees that Melet may deliver 5% more, but not less, than the quantity of goods ordered and that such Delivery shall satisfy Melet’s obligations with respect to Delivery of the goods. Customer shall pay for only the actual quantity of goods ordered.
10. Inspection; Customer’s Remedies. Customer shall have thirty (30) days following Delivery to inspect the goods for conformance with the applicable specifications and if Customer fails to give written notice of acceptance or non-conformance within such thirty (30) day period, the goods shall be deemed accepted. If Customer gives timely written notice of non-conformance, and if (a) such non-conformance is established under procedures customary in the industry or otherwise established to Melet’s satisfaction and (b) on Melet’s request, Customer promptly returns to Melet all of the goods alleged by Customer to be non-conforming (or, at Melet’s discretion, a reasonable sample of such non-conforming goods), then at Melet’s sole discretion, Melet may credit the purchase price to Customer’s account for the non-conforming goods or repair or replace the non-conforming goods.
11. Melet Warranty. Melet warrants that it has good title to the goods that it has agreed to manufacture and sell to Customer pursuant to the Quotation, and the full right and authority to sell such goods to Customer. Melet shall perform its services in an efficient and workmanlike manner. Melet warrants that, at the time of Delivery, the goods supplied by it will be free from defects in material and workmanship that render the goods unable to meet the specifications of the Quotation (ie outside of agreed tolerances) and any customer drawing accepted by Melet. Melet will perform all regular mold maintenance and repairs required to keep Melet’s tooling in good working order within the warranty period defined on the Quotation. Any mold maintenance and repairs required outside of the warranty period may be billed to the Customer at Melet’s discretion.
12. Exclusion of Other Warranties. Melet assumes no responsibility for the design of the goods. To the extent Melet’s personnel recommend design modifications or provide design analysis, simulation or advice, they do so only to help meet the requirements of Melet’s own manufacturing process. Customer retains sole legal responsibility for the design and specifications, and performance, of the goods, and for ensuring the goods and services purchased from Melet meet applicable regulatory requirements and are fit for the Customer’s intended use of such goods. THE WARRANTY PROVIDED BY MELET IN SECTION 11 ABOVE IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW.
13. LIMITATION OF LIABILITY. MELET SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES REGARDLESS OF THE CAUSE AND REGARDLESS OF WHETHER OR NOT MELET HAD NOTICE OF THE POTENTIAL FOR ANY SUCH DAMAGES. IN ADDITION AND WITHOUT LIMITATION TO THE FOREGOING, MELET’S LIABILITY FOR ANY CLAIM BY CUSTOMER ARISING UNDER THE QUOTATION OR ANY PURCHASE ORDER OR WITH RESPECT TO ANY GOODS AND/OR SERVICES SUPPLIED BY MELET TO CUSTOMER SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER TO MELET FOR SUCH GOODS AND/OR SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM.
14. Customer-Supplied Design, Equipment and Materials. Customer shall indemnify and hold Melet harmless against all claims and legal actions brought against Melet alleging that any goods manufactured by Melet pursuant to any design or specifications supplied by Customer infringe any patent, trade secret, copyright, trademark or other intellectual property right of any other person. If Melet agrees to use resin, inserts, molds, jigs, gauges, fixtures or other materials or equipment supplied by Customer for injection molding or any other purpose, Customer shall be solely responsible for supplying and delivering such materials and equipment in a timely manner at no cost or expense to Melet, of sufficient quality and quantity (including allowances for loss, waste or scrap that may occur for any reason) as Melet deems necessary to complete its obligations. The risk of loss or damage to Customer-supplied materials and equipment is solely that of Customer, and Customer is responsible for insuring all Customer-supplied materials and equipment. Melet will not return waste, scrap (including sprues and runners) or minimal amounts of material. Melet shall not be liable for, and the Customer shall be obligated to pay for, any failure or delay by Melet in delivering any goods to be supplied to Customer if such failure or delay is caused by Customer’s failure to supply and deliver materials and equipment agreed to be supplied by it in a timely manner and in such quality or in such quantity as Melet deems necessary. If Customer supplies Melet with excess material over and above the requested amount, Melet is not responsible for storage or loss of excess materials and makes no guarantee of availability of said materials without a purchase order
    for future production of goods using such materials.
15. Export Compliance. Goods supplied pursuant to the Quotation may be subject to laws and regulations governing the export of goods and technology from Canada. If goods supplied hereunder are to be exported from Canada, Melet’s performance of its obligations is subject to Customer obtaining the necessary approvals, licenses and permits required by Canadian law. Customer shall not ship or divert any of the goods supplied by Melet, or any technical information relating thereto, to any country outside of Canada in violation of Canadian export laws. Customer shall indemnify Melet from all claims, damages, costs and expenses resulting from any breach of this Section by Customer.
16. Indemnity. Customer shall indemnify, save and hold Melet harmless from and against any and all losses, costs, expenses and damages, including reasonable legal fees and disbursements, on account of claims, demands, actions and proceedings concerning the goods and/or services supplied by Melet to Customer: (a) alleging infringement of any of the intellectual property rights of any other person; (b) arising out of any use of the goods and/or services by Customer or any other person (provided only that Melet delivered such goods and/or services in accordance with its warranty under Section 11); (c) any change to or alteration of the goods and/or services, or incorporation of such goods and/or services into any other product or service, by Customer or any third party; (d) involving the use by Customer or a third party of such goods and/or services in a manner or application not intended by Melet; or (e) arising from any negligence or misconduct on the part of Customer or person for whom Customer is responsible at law.
17. Melet’s Remedies. In the event of any breach or default by Customer, or if Customer becomes insolvent or subject to any bankruptcy proceeding, Melet may pursue any of the following remedies, each of which is exclusive of, cumulative with, and in addition to any other right or remedy of Melet: (a) suspend work for Customer and withhold the supply of goods and/or services pending rectification of the breach or default by Customer; (b) terminate or cancel the Quotation and any other contract between Melet and Customer; (c) retain any payments made by Customer and/or the proceeds of the security interest in the goods (described below), and apply them to damages hereunder or to the reduction of any other amount owed by Customer to Melet; and (d) pursue any other remedies available under this Quotation, any other contract between Melet and Customer, at law or in equity. If Melet incurs any expenses in attempting to collect any amount owed to Melet, or to enforce any term or condition of the Quotation, including, without limitation, court costs, expenses and legal fees and disbursements, then Customer will pay to Melet, in addition to any other sums owed to Melet or relief sought by Melet, all such expenses incurred by Melet to the fullest extent permitted by applicable law.
18. Security Interest. Customer hereby grants to Melet a purchase money security interest in the goods supplied or contracted to be supplied by it to Customer, and the proceeds thereof, as security for all amounts remaining unpaid by Customer pursuant to the Quotation and any invoices issued by Melet. Melet may register financing statements pursuant to the Personal Property Security Act (Manitoba) (or equivalent in any other applicable jurisdiction) and Customer hereby waives its right to receive copies of such financing statements or any financing change statements. Customer hereby acknowledges receipt of a copy of the Quotation. In the event of a default in any of Customer’s obligations to Melet, including without limitation a failure to make payments to Melet when due, Melet may immediately repossess the goods supplied or contracted to be supplied by it to Customer, and all related tooling, with no requirement of prior notice or opportunity to cure. On request of Melet, Customer agrees to execute financing statements and other instruments that Melet may request from time to time to perfect Melet’s security interest. Customer agrees to provide any duly authorized representative of Melet with the opportunity, during Customer’s normal business hours upon reasonable advance notice, to access any inventory of goods for which payment in full has not been made by Customer.
19. Force Majeure. Melet shall not be liable to Customer for any damages, costs, expenses or other consequences incurred by Customer or by any other person or entity as a result of delay in manufacture of or inability to deliver or accept delivery of any goods and/or services due to circumstances or events beyond Melet’s reasonable control, including, without limitation, acts of God, change in or in the interpretation of any laws, strikes, lockouts or other labour problems, transportation delays, unavailability or delayed availability of supplies or materials, floods, earthquakes, fires, explosions, pandemics, civil disturbances, acts of terrorism, military action or usurped power, or actions or failures to act on the part of a governmental or regulatory authority.
20. Independent Relationship. The relationship of Melet and Customer is, and is intended to be, that of independent contractors. The Quotation does not constitute, nor shall it be construed to constitute, either party as an employee, agent, representative, partner or joint venture partner of the other party for any purpose.
21. Non-Waiver. No waiver by Melet of any breach of the Quotation shall operate as a waiver of such breach or of any subsequent breach thereof.
22. Severability. If any provision of the Quotation is held to be invalid, illegal or unenforceable, it shall be deemed severed from the Quotation and the validity and enforceability of the remaining provisions shall not in any way be affected or impaired.
23. Assignment/Enurement. Customer may not assign its rights or obligations under the Quotation, in whole or in part, by operation of law or otherwise, without the prior written consent of Melet, and any attempted assignment not in accordance herewith shall be null and void and of no force or effect. Subject to the immediately preceding sentence, the terms of the Quotation shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors, heirs, representatives and permitted assigns. Melet may subcontract or assign any part of its obligations pursuant to the Quotation without the consent of Customer. Melet remains liable for the performance of all its obligations hereunder notwithstanding any such subcontract or assignment.
24. Confidentiality. The Quotation (including, without limitation, all information concerning the pricing of goods supplied or contracted to be supplied by Melet), all information contained herein, and all of the negotiations and communications leading to the Quotation, shall remain confidential and constitute trade secrets proprietary to Melet, and shall not be disclosed by Customer without the prior written consent of Melet; provided, that nothing herein will preclude Customer from disclosing such information, or any part thereof, if such disclosure is required by law or by subpoena or order issued by a court, administrative agency, or governmental entity (although Customer will promptly notify Melet of any such required disclosure).
25. Jurisdiction; Dispute Resolution. This Quotation shall be governed by and construed in accordance
    with the laws of the Province of Manitoba, regardless of choice of law principles, and Customer submits to the exclusive jurisdiction of the provincial and federal courts of Manitoba for any disputes arising from this Quotation or the goods and/or services supplied or contracted to be supplied by Melet to Customer. Any action brought against Melet must be commenced within one year of the date of the event or circumstance giving rise to the cause of action or it shall be barred.