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TERMS AND CONDITIONS OF PURCHASE

1. ACCEPTANCE: Acknowledgement of or commencement of performance on this order constitutes acceptance of all terms and conditions including price, delivery and specifications. Any changes, additions or deletions by Seller must be accepted in writing by Purchaser. Purchaser shall have the right to make changes without notice to packing, testing, destination, specifications, designs and/or delivery.

2. DELIVERY: Purchaser’s production schedules are based upon the vendor making delivery by the date due at destination. Purchaser therefore reserves the right to cancel this order in whole or in part without penalty if the delivery requirements are not met. Purchaser reserves the right to refuse delivery of material that arrives more than fourteen days prior to the date indicated in the “Date Due at Destination”.

3. PRICE: Seller’s price shall not exceed the price indicated on this order or, in the absence of a price, the price charged on the most recent order from Purchaser unless otherwise agreed in writing by Purchaser’s buyer prior to shipment.

4. SET-OFF: Purchaser shall be entitled at all times to set-off any amount due Seller against any amount due Purchaser.

5. PACKING/IDENTIFICATION OF GOODS: All goods shall be shipped fully assembled (or where not practicable to do so, as completely assembled as permitted by the carrier), suitably packed and accompanied by a packing list noting the Purchase Order number and bill of material item number. Cartons containing packing lists must be so marked. Uncrated or bundled goods must be tagged with waterproof tags noting the Purchase Order number and bill of material item number. No charge shall be made by Seller for containers, crating, boxing, bundling, dunnage, storage or cartage unless specifically noted in the terms on the face of this Purchase Order.

6. TRANSPORTATION: All transportation charges must be prepaid unless specifically noted in the terms on the face of this Purchase Order. If transportation charges are not included in the purchase price, add to invoice for materials. Purchaser reserves the right to change shipping data specified for any portion of this order.

7. RISK OF LOSS: All shipments shall be made FOB point of destination specified on the face of this Purchase Order. Seller shall bear the risk of loss until delivery at specified destination.

8. OVERSHIPMENTS: Overruns and/or over shipments will be accepted and paid for or returned as Seller’s expense at the discretion of Purchaser.

9. PAYMENT TERMS: If terms of payment are not indicated on this order or otherwise/agreed to terms of payment are 2%/10days/net 60 days beginning upon receipt of goods or completion of service or receipt of invoice by Purchaser whichever is later.

10. WARRANTY: Seller warrants that all goods and services applicable to this order will be free from defects in material and workmanship, will be fit and sufficient for the purposes intended and (where applicable) will conform strictly to Purchaser’s specifications, drawings or samples. These warranties shall survive acceptance of the goods and services. These warranties shall be in addition to any express or implied warranties of additional scope give to Purchaser by Seller or implied by law.

11. INSPECTION AND REJECTION: Final inspection shall be on Purchaser’s premises (or those of its customers in the case of direct shipments). Material or workmanship deemed not acceptable to Purchaser shall be returned to Seller at Seller’s expense and replacement or cancellation without obligation at Purchaser’s discretion.

12. PURCHASER’S PROPERTY: All materials including tooling furnished or specifically paid for by Purchaser shall be the property of Purchaser and subject to removal at any time at Purchaser’s discretion without cost or charges of any kind. Purchaser’s material or tooling shall be used by Seller only in filling Purchaser’s orders kept separate from other materials or tooling and clearly identified as Purchaser’s property.

13. TAXES: Except as may otherwise provide in this contract, prices include all applicable Federal, Provincial and local taxes in effect as of the order date. In the case of new or repeated taxes or changes in tax rates, the contract pricing will be adjusted accordingly.

14. CONTRACT: Purchaser and Seller agree that this order and the acceptance thereof shall be a contract made in the Prov. of ON and governed by the laws thereof.

15. WORK ON PURCHASER’S OR ITS CUSTOMERS’ PREMISES: If Seller’s work under this order involves operations by Seller on the premises of Purchaser or one of its customers, Seller shall make necessary precautions to prevent the occurrence of any injury to person or property during the progress of such work and, except to the extent that any such injury is due solely and directly to Purchaser or its customer’s negligence, as the case may be, shall indemnify Purchaser against all loss which may result in any way from any act or omission of Seller, its agents, employees or subcontractors, and Seller shall maintain such Public Liability, Property Damage, and Employee’s Liability and Compensation Insurance as will protect Purchaser from said risks and from any claims under any applicable WSIB Acts.

16. DRAWINGS AND SPECIFICATIONS: Purchaser shall at all times have title to all drawings and specifications intended for use in connection with this order. Seller shall use such drawings and specifications only in conjunction with this order and shall not disclose such drawings and specifications to any person, firm or corporation other than Seller’s employees, sub-contractors, Government inspectors or agents. Seller shall upon request or upon completion of this order promptly return all drawings and specifications to Purchaser.

17. PATENTS: Seller agrees to defend, at its own expense, all suits, actions or proceedings brought against Purchaser, its dealers, customers and users of Purchaser’s products for actual or alleged infringement of any patent, trademark, trade name, copyright, or other intellectual property and further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suit, action or proceeding.

18. TERMS: Purchaser is not bound by any printed matter on Seller’s acknowledgment form or invoice which would impose upon Purchaser conditions at variance with the terms and conditions of this order.

19. PRODUCT RECALL: If, for any reason, Purchaser is required to recall the merchandise from the market place, Seller agrees to bear all costs associated with this recall. If the Purchaser is required to inform customers of a potential hazard of a product or furnish an item that corrects the problem, the Seller agrees to bear all costs associated with this notification and/or corrective measure.

20. LIENS AND CLAIMS: Seller shall promptly pay all claims and demands for all labor performed and for machinery, fuel or any other material or equipment furnished in the performance of the work contemplated by this Purchase Order and shall fully protect and indemnify Purchaser against all such claims and against any and all claims or debts on account of which liens might be obtained. Seller shall also indemnify Purchaser against court costs and attorney’s fees incurred or sustained by Purchaser by reason of any such claims, debts or liens. Purchaser reserved the right to demand a complete release of all liens, together with a certificate by Seller that the release contains the signatures of all those who performed services or furnished materials under this Purchase order as a condition precedent to final payment.

21. INFORMATION DISCLOSED TO PURCHASER: Except as otherwise agreed, all information and ideas disclosed by Seller in connection with this order may be considered by Purchaser to be in the public domain. Any notice that the Seller desires Purchaser to handle certain information or ideas as confidential or propriety information of Seller must be in writing and specifically acknowledged by an officer of Purchaser.

22. ADVERTISING: Seller shall not claim, advertise or publish in any manner the fact that Seller has furnished or contracted to furnish the materials or service specified without written consent from the Purchaser.

23. BANKRUPTCY: In the event of any proceeding, voluntary or involuntary in bankruptcy or insolvency by or against the Seller, including any proceeding under the Chandler Act, or in the event of the appointment, with or without Seller’s consent of an Assignee for the benefit of creditors or of a Receiver, Purchaser shall be entitled to elect at its discretion to cancel in whole or in part this order without liability whatsoever.

24. ASSIGNMENT: Seller shall not assign this Purchase Order or any interest herein or any payment due or to become due hereunder without the written consent of Purchaser. Any such actual or attempted assignment without Purchaser’s written consent shall entitle Purchaser to withhold payment until Purchaser has determined to whom such funds are payable and that Purchaser is fully protected from any conflicting claims of Seller, Seller’s assignee or any third party and from any loss or expense in connection therewith. Purchaser may assert any counterclaim or set-off which Purchaser may have against Seller against any assignee, whether or not such counterclaim or set-off arose under or with respect to this Purchase Order.

25. TERMINATION: Purchaser may terminate this Purchase Order or any part thereof for any reason at Purchaser’s convenience upon written notice to Seller. Upon such termination Seller agrees to waive all claims for damages, including those for loss of anticipated profits, and to accept as its sole remedy for termination the value of all work performed prior to the termination and reasonable costs occasioned by termination: provided, however, that Purchaser shall have no liability whatsoever for goods which are Seller’s standard stock. Such termination shall not relieve Seller of any of its obligations for any goods delivered or services rendered hereunder. Any claim for adjustment must be asserted within 30 days from the date when the termination is ordered.

26. COMPLIANCE WITH LAWS: Seller warrants that all goods or services furnished hereunder will comply with all applicable federal and provincial laws (and with the regulations, guidelines, orders and standards thereunder) including where applicable, but not limited to, Labour Standards Act, Civil Rights Act, Occupational Health & Safety Act, and the Toxic Substance Control Act and any amendments thereto, and the Seller agrees to give the Purchaser all such compliance certificates, notices and reports as may be either required or otherwise necessary in such connection and to appropriately label all goods supplied under this Purchase Order in the manner required by and such applicable legislation, regulations, guidelines , orders or standards.

27. EXPORT CONTROL: All information furnished by London Mat in connection herewith shall at all times be subject to export control laws and regulations of the U.S. including, but not limited to, 10 CFR Part 810 and U.S. Export Administration Regulations. The seller agrees and gives assurance that no items, equipment, materials, services, technical data, technology, software or other technical information or assistance shall be provided by it, directly or indirectly, unless it is in accordance with applicable U.S./CAN export laws and regulations. The aforesaid obligations shall survive any satisfaction, expiration, completion, termination or discharge of any other contract obligations or this order.

28. LIMITATION ON USE OF PAYMENT: No money, property or thing of value received by Seller under or pursuant to this Contract may be offered or used, directly or indirectly, to influence improperly or unlawfully and decision, judgment, action or inaction of any official, employee or representative of any government or agency or instrumentality thereof, or of any other person or entity, in connection with or relating to the subject matter of this Contract or any supplement or amendment hereto. It is the intent of London Mat Industries and Seller that no payment or transaction shall be made during the term of this Contract that is illegal, improper or is intended to unduly or improperly influence any third party, including without limitation, extortion, kickback or bribery. If Seller breaches the terms of this section, London Mat Industries may immediately terminate this Contract without any liability.

29. VENDOR CHANGES: Any change in the design, method of manufacture or materials used must have Purchaser’s approval in writing. Seller has accurately labeled, consistent with government regulations, any products containing a controlled substance or container of a controlled substance.

30. CONFLICT MINERALS: Purchaser has represented to its customers that it is not purchasing conflict minerals from the areas defined by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Accordingly, Seller may not supply tin (cassiterite), tantalum (columbite), tungsten (wolframite), gold and/or any other “conflict material” as defined by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in order to fulfill Purchaser’s purchase orders, if those minerals have been derived from the Democratic Republic of the Congo (DRC) and surrounding countries, without notifying Purchaser of the fact prior to initiating production and obtaining Purchaser’s prior written approval to initiate production under those circumstances. In those instances where Seller does notify Purchaser as noted above and obtains Purchaser’s prior written approval, Seller must complete Buyer’s “Conflict Mineral Survey Form” prior to processing Purchaser’s purchase order.