TALMOLDER INC.

STANDARD TERMS AND CONDITIONS FOR PURCHASE OF GOODS

1. Terms and Conditions: By agreeing to these Terms and Conditions, the vendor agrees that all purchases by Talmolder Inc. will be governed by these Terms and Conditions. Talmolder will issue a purchase order for purchases and such purchases shall be governed by these Terms and Conditions.

2. Acceptance of Purchase Order: Acceptance of a purchase order shall be receipt by Talmolder either of the vendor’s signed acknowledgement, or of part of the goods shipped pursuant to the purchase order. Talmolder recognizes that the vendor may for convenience use its own acknowledgement form. It is therefore agreed that any printed terms and conditions on the vendor’s form which modify, conflict with, or contradict and provisions of these Terms and Conditions shall be deemed waived.

3. No Alteration of Price: A purchase order is not to be filled at higher prices than as set out in such purchase order, or altered in any respect without written authority of The vendor wan-ants that the prices shown on a purchase order are complete, and no additional charges of any type shall be added without Talmolder’s written consent.

4. Quantities Ordered: Quantities shipped must equal amount ordered unless otherwise agreed to by Talmolder in Unless accepted by Talmolder, goods shipped in excess of specified quantities may be returned to the vendor at the vendor’s expense.

5. Invoice: Vendor shall invoice each shipment and each order Cash discount period, if applicable, will be calculated from date of receipt of order. Payment of invoices shall not preclude rejection of materials subsequently found defective.

6. Packaging Requirements: All goods are to be suitably prepared for shipment and must be labeled, packed and shipped in accordance with Talmolder’s specifications. The vendor shall not charge Talmolder for labeling, packing, boxing or crating except as stated otherwise in a purchase order.

7. Time is of Essence: Time is of the essence with all purchase orders. Deliveries are to be made both in the quantities and the times specified in a purchase If the vendor is unable to make shipments as specified in a purchase order, or in a release or other instructions from Talmolder, then the vendor will immediately notify Talmolder, and Talmolder shall have the right to cancel the purchase order without liability.

8. Country of Original Certification and Customs Treatment: The vendor agrees that it will give complete and accurate details concerning the country of origin of the goods on any Certificates of Origin or similar document or declaration, If the vendor indicates that the goods under a purchase order qualify as being of North American origin pursuant to the United States Mexico Canada Agreement (USMCA) or any other beneficial customs treatment, and it is determined that such goods do not qualify (based on an audit or any other method), then the vendor will be liable to pay any duties, taxes, interests and penalties owing and shall fully indemnify Talmolder for any amounts paid (duties, taxes, interests and penalties owing).The vendor further agrees to notify Talmolder immediately in the event that there are changes and/or if the Vendor has reason to believe that there are or will be changes to the goods that would affect its status under the USMCA Trade Agreement or any other beneficial customs treatment or if the goods are subject to anti-dumping duty, trade remedies or any other applicable duties, taxes, penalties, charges, costs, etc. In the event that it is determined that the goods are subject to any anti-dumping duty, trade remedies or any other applicable duties, taxes, penalties, charges, costs, etc. and regardless of whether it is through the negligence, willful acts or omissions of the vendor, the vendor will be liable for any amounts owing by Talmolder as a result thereof. The vendor shall give Talmolder advance notice in writing of any changes to the goods which may have an effect on the customs treatment or classification of the goods. In the event that there are changes or modifications of any kind to the goods, Talmolder reserves the right to immediately terminate its arrangements with the vendor.

9. Transportation Charges, Customs Duties and Taxes: Unless otherwise agreed to between Talmolder and the vendor, all transportation, freight and delivery charges shall be at the vendor’s expense.

10. Changes to Purchase Order: Talmolder reserves the right to make changes in the provisions of a purchase order including, without limitation, changes to any drawings, specifications, quantities, provided by Talmolder.

11. Changes of Product Notification Requirement: The vendor shall give Talmolder advance notice in writing of any changes to the specifications, designs, parts or serial numbers or other manners of providing identification and any material changes in the processes or procedures or locations of the facilities used by the All goods shall be made to the specs as laid out by Talmolder’s Engineering Department.

12. No Substitutions: The vendor shall make no substitutions or changes to purchase order or goods without authority of Talmolder reserves the right to cancel a purchase order if shipment is not made as promised.

13. Acceptance of Terms and Conditions: Shipments of the goods shall constitute acceptance of these Terms and Conditions, including price, contained herein notwithstanding any terms or conditions appearing on any of the vendor’s documents including its invoice.

14. Rejection of Goods: Where notices of rejection of the goods is given by Talmolder to the vendor for goods which are defective, unsuitable, do not meet Talmolder’s specifications or in any way do not conform to all te1ms of a purchase order, Talmolder, in addition to pursuing any other remedies, may charge the vendor with the proportionate inbound freight, all outbound freight costs, and a handling, storage and inspection charge.

15. Warranties:

• The vendor expressly warrants that all of the goods shall conform to and fulfil all drawings, specifications, samples and other descriptions furnished, specified or adopted by Talmolder, shall be merchantable, fit for their intended purpose, free from any defects in material and workmanship or design and free of all liens, claims and encumbrances whatsoever.

• The vendor warrants that all goods are guaranteed to be serviceable structurally and mechanically for a period of ten (l 0) years unless otherwise agreed to between Talmolder and the vendo

• All materials and workmanship utilized in the performance of this order shall be subject to inspection and testing by The goods supplied will be used in products that will need to meet Business and Institutional Furniture Manufacturer’s Association (BIFMA) standards. At Talmolder’s option, Talmolder may, from time to time, review and inspect the vendor’s testing, inspection, quality control and reliability procedures, as well as the data supporting same.

• The vendor agrees to indemnify, save harmless, and defend at its expense Talmolder against all damage and expense, or of bodily injury, property or other damage arising out of any use, possession, consumption, or sale of the said goods other than use arising out of the negligence of Talmolder. The vendor agrees to execute Talmolder’s Indemnification and Insurance Agreement in the form as attached hereto as Schedule “A”. 

• If any of the goods fails to meet the warranties contained in paragraphs 15(a), (b), (c) and (d) above, Talmolder may, at Talmolder’s own discretion (and without any obligations to do so), assume control over the correction, repair, replacement or other rectification efforts, processes and programs, in which case the vendor shall pay or reimburse Talmolder for all associated costs and expenses (including Talmolder’s internal handling, reworking and administrative time, labour and materials).

16. Indemnification – Claims and Intellectual Property. Infringement: The vendor warrants and shall hold and save Talmolder, Talmolder’s affiliates and their respective successors, assigns, customers and users of the goods, harmless from all losses and/or liabilities of any nature or kind, including damages, court costs, representation expenses (both internal and external, including “lost” management and employee time and out-of-pocket expenditures) and legal fees, arising or existing because of the infringement or alleged infringement of any patent, trade-mark, copyright, industrial design or process of manufacture for or on account of the manufacture, sale or use of any of the goods.

17. Confidentiality: The vendor shall consider and treat all information as confidential and shall not disclose any information to any other person or use any information itself for any purpose other than pursuant to and as required by these Terms and Conditions, unless the vendor obtains prior written permission from Talmolder to do so.

18. Assignment: A purchase order or the vendor’s obligations under these Terms and Conditions may not be transferred or assigned without the written consent of Talmolder.

19. Title to Goods: Unless otherwise agreed, title to the goods supplied passes from the vendor to Talmolder, O.B. Talmolder’s plant.

20. Customs Documents:

• Where the goods are provided from outside of Canada, the vendor shall supply, without additional charge, such number of additional certified copies of invoices and customs or other documents as may be requested or specified by Talmolder from time to time. The vendor shall refer to all applicable Harmonized Tariff Codes.

• The vendor agrees to furnish, promptly at the request by Talmolder, all documents and other information required for customs drawback purposes, in each case properly completed in accordance with appropriate All customs drawback shall be retained for or credited to Talmolder unless otherwise specifically indicated in a purchase order.

• At the request of Talmolder, the vendor shall promptly furnish to Talmolder such certificates of origin or domestic value added and all other information relating to the costs and places or origin of the goods and/or services and the materials contained in such goods or used in such services as may be required by Talmolder to comply with all documents, tariffs or applicable The vendor covenants with Talmolder to comply with all such regulations or other applicable legislation.

21. Payment Terms: The terms of payment shall be mutually agreed upon between Talmolder and the vendor.

22. Notice of Termination of Supply: The vendor will provide to Talmolder a minimum of ninety (90) days notice should they desire to cease supplying the goods to Talmolder.

23. Dispute Resolution and Choice of Law: The parties agree that these Terms and Conditions shall be governed by the laws and courts of the Province of Ontario, Canada without reference to the

U.N. Convention on Contracts for the International Sale of Goods. The vendor warrants compliance with all Federal, provincial and local laws, ordinances, rules and regulations, and all amendments thereto.

I acknowledge that these terms and conditions shall govern sales of goods and services to Talmolder Inc.