General Terms & Conditions of Purchase

General Terms & Conditions of Purchase

The following terms and conditions (General Terms and Conditions of Purchase) form an integral part of each purchase contract or order (the Purchase Order) entered into by PyroGenesis Canada Inc (PyroGenesis) for the purchase of equipment and services from supplier (the Seller).

ACCEPTANCE:

Acceptance by the seller of this Purchase Order or shipment by the seller of any goods or performance by the seller of any services called for by this Purchase Order, shall be evidence of the seller’s assent of the General Terms and Conditions of purchase set forth herein, notwithstanding any amendments to the terms and conditions of the Purchase Order proposed by the Seller or any amendment, writing or other form of notice is accepted in writing by PyroGenesis Canada Inc.

INVOICING AND MARKING:

PyroGenesis’ purchase order number must be shown on all invoices, packages, shipping cases, bills of lading, express receipts and correspondence.

The following documentation and certifies must, where applicable, accompany each shipment: (a) manufacturers name, part number and serial number; (b) date code and /or inspection lot number; (c) certificate of compliance with traceability number and authorized signature; (d) quality report; (e) certificate of origin; (f) material safety data sheets; and/or such other documents as are specified in the Purchase Order.

SHIPMENT:

Deliveries shall be F.O.B. PyroGenesis’ Montreal Quebec plant unless specified otherwise in the Purchase Order, and freight or express charges and insurance must be prepaid by the seller. Shipments must be in the quality specified in the Purchase Order unless otherwise agreed to in writing by PyroGenesis.

INSPECTION AND EXPEDITING:

All goods shall be delivered subject to inspection, and payment shall not constitute acceptance. For purpose of inspection and expediting of goods and services covered by this Purchase Order or work thereon, the seller shall give PyroGenesis representatives free access to his work and provide for such access to the works of his subcontractors, but any approval by representatives shall not relieve the seller from his obligation to comply with the requirements of this Purchase Order in every respect.

CANCELLATION:

PyroGenesis may cancel this Purchase Order at any time, in which event PyroGenesis shall pay the seller the proportionate part of the agreed upon price representing the material and/or equipment previously delivered together with the amount cost incurred in connection with the undelivered portion of the order. However, PyroGenesis shall not be liable for any claims for anticipated profits on the uncompleted portion of the material and/or equipment or for any consequential damages.

In the event that delivery of goods is not made at the time or times specified in this Purchase Order or the goods delivered are unsatisfactory, PyroGenesis reserves the right, without prejudice to its other rights to cancel all or any part of this Purchase Order or return any delivered goods, the whole without any cancellation charge or penalty. In every such event, PyroGenesis shall have the right to purchase elsewhere the goods specified in the Purchase Order and to recover all additional costs and damages from the seller.

CHANGES:

PyroGenesis may at any time by written order make changes in one or more of the following (a) drawings, specifications or samples; (b) method of shipment or packaging; (c) method of inspection, delivery or acceptance; or (d) time or times of delivery. If any such change alters the cost or the time for performance of any part of the Purchase Order, then notice of any such alteration must be given to PyroGenesis within ten (10) days of the written notice of change. In the event that the seller gives such notice to PyroGenesis, PyroGenesis shall have the option of either agreeing to the alteration or terminating the change order in whole or in part without any liability or responsibility whatsoever.

SUBCONTRACT:

The seller shall not subcontract, sublet, assign or transfer this Purchase Order or any part thereof or any interest therein without the prior written consent of PyroGenesis.

NONDISCLOSURE:

The seller shall not disclosure to third parties nor use for any purchase other than the performance of its obligations under this Purchase Order any technical data, specifications, drawings or any other information furnished to it by PyroGenesis in connection with this Purchase Order.

WARRANTY:

The seller expressly warrants that all goods and services covered by this Purchase Order shall conform to the specifications, drawings, samples or other description upon which this order is based, shall be fit and sufficient for the purpose intended, merchantable, of goods material and workmanship and free from defects and that goods and services of the seller’s design will be free from defect in design inspection, test, acceptance, payment or use of the goods furnished hereunder shall not affect the seller’s obligation under this warranty, and such warranty shall survive inspection, test, acceptance, payment and use.

This warranty shall run to PyroGenesis, its successor’s assigns, customers and the users of its products. The seller agrees to promptly replace or correct defects in any goods or services not conforming to the foregoing warranty, without expense to PyroGenesis, when notified of such non-conformity by PyroGenesis. In the event of failure by the seller to correct defects in or replace non-conformity goods or services promptly, PyroGenesis after reasonable notice to the seller may take such corrections or replace such goods and services and charge the seller for the costs incurred by PyroGenesis thereby.

GOVERNING LAW:

Any provision hereof which is contrary to law will not invalidate any other provision hereof. This Purchase Order shall be governed and interpreted in accordance with the laws of the Province of Quebec Canada. It is the express wish of the suppliers and PyroGenesis that this agreement be drawn up in the English language. Les deux parties aux présentes conviennent expressément à ce que le présent contrat soit rédigé en langue anglaise.