Conditions of Purchase

This Order shall be binding on Seller and Monmet Ltd when Seller signs and returns the acknowledgement copy, or when Seller otherwise indicates acceptance or commences performance of this Order, whichever occurs first. This Order is conditioned upon Seller's assent to all terms and conditions and no additional, conflicting or inconsistent terms in any communication by Seller shall become or be construed as a part of this Order unless accepted in a separate writing by Monmet Ltd. This Order and the specifications, drawings and documents referred to herein, constitute the parties' entire agreement and supersede all prior negotiations or proposals relating to this Order or its subject matter. Reference to Seller's quotation, bid, or proposal shall not imply acceptance of any term or condition contained therein.

Upon receipt of this Order, Seller shall immediately notify Monmet Ltd if it cannot meet the delivery schedule and state the best schedule which can be met, which Monmet Ltd may accept or reject. Material commitments or production arrangements beyond those necessary to meet Monmet Ltd's delivery schedule or in excess of amounts ordered shall be made at Seller's sole risk. Advance shipments or early deliveries are subject to return at Seller's expense at Monmet Ltd's option. Partial shipment in conflict with the terms of this Order must be authorized in writing by Monmet Ltd.

TIME OF DELIVERY IS OF THE ESSENCE FOR THIS ORDER. Seller shall promptly notify Monmet Ltd of any actual or anticipated delay in delivery of all quantities ordered and take all reasonable steps to avoid delay without additional cost to Monmet Ltd. Where delay is caused by acts of God, acts of civil or military authority, war, strikes or other similar causes beyond Seller's control and not reasonably foreseeable, Monmet Ltd shall have the right to: (i) terminate by written notice to Seller all or part of this Order; or (ii) extend the date of delivery for a period equal to the duration of the delay, but Seller shall not be entitled to any extra compensation for such delay. Seller shall not be excused from performance where alternate sources of materials, goods or services are available.

Acceptance of all materials and workmanship shall be subject to final inspection and testing by Monmet Ltd following delivery and/or incorporation into the final product produced by Monmet Ltd. Prior payment shall not constitute acceptance by Monmet Ltd.

Seller's prices shall not exceed those last quoted or charged to Monmet Ltd and shall include all applicable sales taxes. Discount periods shall be effective from the later of receipt of the invoice, receipt of the goods or Monmet Ltd's requested delivery date. Monmet Ltd may withhold payment under this Order or any other contractual arrangement with Seller to cover any costs, damages or liability which Monmet Ltd has incurred or may incur for which Seller is responsible.

Seller warrants that all materials, goods or work furnished under this Order shall conform precisely to applicable specifications, technical standards and drawings, be suitable for their intended use, merchantable and free from defects in workmanship or materials. All or any part of the materials, goods or work found to be defective shall be replaced at no charge upon request by Monmet Ltd, without waiver of any other right or remedy of Monmet Ltd. The Seller is responsible and accountable for ensuring the authenticity of the products delivered pursuant to this purchase order.

The delivery by supplier of any Counterfeit, Fraudulent and/or substandard products may result in penalties and/or criminal charges. THE SELLER (i) shall immediately replace Counterfeit, Fraudulent and/or substandard products discovered during or after the warranty period with authentic products, and (ii) is responsible for any associated rework or repair costs.

Should Seller fail to perform this Order in accordance with its terms, Seller shall be liable for all actual, consequential, liquidated and incidental damages, costs and expenses, including attorneys' fees, incurred by or assessed against Monmet Ltd as a result of such failure or required to enforce the terms of this Order. Such costs and expenses may specifically include administrative and rework charges where Seller fails to perform hereunder. Further, Seller shall indemnify, defend and hold harmless Monmet Ltd and its affiliates and their customers, and each of their employees and agents, from any cost liability or expense arising out of or relating to this agreement or Seller's goods or services.

All patterns, specifications, drawings, technical data, tools and dies or other information that relates to Monmet Ltd or its business, that is furnished to Seller by Monmet Ltd or otherwise learned by Seller in connection with its performance hereunder, shall be considered proprietary and/or confidential to Monmet Ltd, and shall not be used by Seller for any purpose other than completing this Order and shall not be disclosed by Seller to others and shall remain the property of Monmet Ltd. Exceptions: information (i) in the public domain through no fault of Seller, (ii) known by Seller prior to receipt, (iii) lawfully obtained from a third party without confidentiality obligation, or (iv) independently developed without use of Monmet Ltd information.

Seller shall at its sole expense defend, indemnify and hold harmless Monmet Ltd and its customers against any suit or proceeding based on a claim that the manufacture, use or sale of any goods or services supplied under this Order constitutes infringement of any patent, copyright, trademark, or proprietary right of others, and shall pay all damages and costs awarded against Monmet Ltd and/or its customers. If goods are held to infringe, Seller shall, at its expense, either procure the right to sell and use the goods, replace them with non-infringing goods, or refund the purchase price plus transportation and installation costs.

In addition to all other remedies available, Monmet Ltd reserves the right to cancel all or any part of this Order if Seller cannot provide assurance of its financial ability to perform, or is in default on any term or condition. Monmet Ltd may also cancel this Order when required by acts of God, acts of civil or military authority, war, strikes, accidents at its plant or other causes beyond Monmet Ltd's control, in which case Monmet Ltd shall negotiate an amount to be paid to Seller in settlement for reasonable and necessary expenses, but shall not be liable for lost profit.

Seller shall act as an independent contractor, not as an agent or employee of Monmet Ltd, and shall defend, hold harmless and indemnify Monmet Ltd against any and all claims for injury or death of Seller's employees from any cause whatsoever while on or about the premises of Monmet Ltd or its customer. Seller shall maintain all insurance required by and expressly waives immunity from suit, under any workers' compensation law.

Neither this Order nor any right or obligation hereunder shall be assigned or transferred without Monmet Ltd's prior written consent and any such assignment or transfer shall be void. In the event of any permitted assignment, Seller shall remain principally liable.

Seller warrants that all goods, materials, equipment and work shall conform to the Occupational Health and Safety Act and all applicable federal, provincial and local regulations. If applicable, Seller will provide Monmet Ltd with all appropriate Material Safety Data Sheets in English at the time of delivery. If Seller uses chemicals, PCBs or any potentially hazardous materials, Seller assumes full responsibility and will indemnify Monmet Ltd against any claims, damages and expenses arising from such use or any related non-compliance.

Any claim or dispute relating to this Order shall be resolved by arbitration or litigation at the sole and exclusive option of Monmet Ltd. Arbitration proceedings shall be held in Montreal, Quebec. This Order shall be governed by the laws of the Province of Quebec.

LIMITATION OF LIABILITY. MONMET LTD SHALL NOT BE LIABLE TO SELLER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, CONTINGENT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR REVENUE, LOSS OF USE, DAMAGE TO ASSOCIATED GOODS OR DATA, OR COST OF CAPITAL. IN NO EVENT SHALL MONMET LTD'S AGGREGATE LIABILITY EXCEED THE PURCHASE PRICE STATED ON THE PURCHASE ORDER.

INSURANCE. If Seller works on or at Monmet Ltd facilities, Seller will obtain and maintain insurance coverage that meets Monmet Ltd's requirements, provide a Certificate of Insurance, give 30 days' written notice prior to cancellation, and waive rights of subrogation against Monmet Ltd and its affiliates.

The parties agree that purchase orders may be issued in electronic form. Monmet Ltd may transmit purchase orders in PDF as an attachment to an e-mail. Seller accepts an electronic purchase order by: (i) commencing performance under the order, (ii) responding by e-mail acknowledging and accepting the order, or (iii) printing the order, signing in the acknowledgement space, and returning it. By commencing performance, Seller consents to transact electronically and agrees that electronic acknowledgements constitute valid and binding obligations.

Seller shall provide invoicing and packing slips relating to one order only in a form suitable to Monmet Ltd for timely processing. All documentation must reference the line item, description and part number as noted on the order, including any back-ordered quantities. Signed packing slips must be emailed or faxed to Monmet Ltd within 24 hours of delivery. Invoices and packing slips may be emailed to info@monmet.com. If requested, Seller shall provide a completed NAFTA Certificate of Origin and any other documentation certifying the origin of the goods.

Seller shall not sublet, subcontract or sub-supply any portion of Monmet Ltd's order without prior written consent of Monmet Ltd. Seller shall remain fully responsible and liable for the acts and omissions of any of its sub-suppliers. Nothing in this Agreement creates any contractual relationship between Monmet Ltd and the sub-suppliers. Seller shall provide unpriced copies of all Purchase Orders for sublet work, and Monmet Ltd has the right to expedite and inspect such work.

This Agreement is subject to expediting by Monmet Ltd and/or its authorized representative. Expeditors shall be allowed free access to all phases of manufacture and supply, including shipping. Seller shall promptly provide plant contact information, schedules, capacity and workload data on request. Monmet Ltd's expeditor will monitor adherence to schedule covering engineering, drawings, material acquisition, fabrication, assembly, inspection, testing and shipping. If requested, Seller shall provide working facilities for a resident expeditor at Seller's cost.

If Seller becomes insolvent, files or has filed against it a petition under bankruptcy or insolvency law, makes an assignment for the benefit of creditors, or fails to deliver paid-for goods, Monmet Ltd may terminate this Agreement without obligation to Seller or require satisfactory assurances of performance. Monmet Ltd shall retain title to its property and all paid-for goods, and shall have the right to enter Seller's facilities to remove such property.

This Agreement may involve goods and services that Monmet Ltd will resell to one or more third-party customers. Seller is not a third-party beneficiary of any agreements between Monmet Ltd and its customers. Seller waives its rights, if any, to file a mechanic's lien or similar lien against the real or personal property of any such third-party customers.

This Order and all matters arising hereunder shall be governed by the laws of the Province of Quebec, without regard to conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

If any portion of this Agreement is rendered invalid by a court of law, the remainder shall remain valid and fully enforceable. Failure by Monmet Ltd to insist upon strict performance of any term shall not constitute a waiver of any of the terms of this Agreement or of any default.