Terms and Conditions

All products and services furnished by ATS Scientific Inc. (hereafter referred to as “Seller”) are sold on the Terms and Conditions stated herein. Notwithstanding any terms or conditions on Customer’s order, Seller’s performance of any contract is expressly made conditional on Customer’s acceptance and agreement to these Seller’s Terms and Conditions unless otherwise agreed to in writing by Seller, failing which, Customer’s terms or conditions are not accepted by Seller. By placing an order with Seller or its Affiliates, Customer is deemed to have accepted to Terms and Conditions herein.

Pricing Information; Availability Disclaimer

Seller reserves the right to make adjustments to pricing, products and service offerings without any notice. All orders are subject to product availability.

All quotations expire after thirty days, unless otherwise specified and may be terminated earlier by notice.

Some orders may be shipped in parts. Partial shipments will be billed as such and payment is due net thirty (30) days from shipment. Customer shall not withhold payment for delay in delivery.

Late Payment

Payment is net thirty (30) days from shipment. In the event that Customer fails to make payment on any invoice within its due date Seller shall be entitled to (without limitation), to charge interest on such the amount of the unpaid invoice from the date of the invoice until the date of payment of the invoice at a rate of 1.5% per month (18% per annum).

Taxes

Prices do not include any sales, use, excise, privilege, or other taxes or assessments now or hereafter imposed or levied by or under the authority of any Federal, Provincial, or local law, rule, or regulation concerning the product sold hereunder or the manufacture or sale thereof. If Seller pays any such taxes or assessments, Customer shall, upon demand, immediately reimburse Seller for such amounts in full.

Title, Risk of Loss

Seller’s products are sold Free on Board (FOB) Burlington, Ontario, unless otherwise specified, and leave in excellent condition, and Seller assumes no responsibility for carrier damage, risk of loss or damage during shipment pass from Seller to Customer upon delivery to the carrier (FOB Origin, freight collect), unless agreed to in writing by Seller. Customer shall inspect the product(s) upon receipt and any damages shall be reported to the carrier.

Notwithstanding that the delivery may have taken place and/or risk in the product(s) may have passed to the Customer, title to the product(s) shall not pass to the Customer until such time as Seller has received in cash or other cleared funds full payment of the price of the products and interest (if any) and all other products agreed to be sold by Seller to the Customer for which payment is then due. Notwithstanding the foregoing, Customer shall obtain insurance from the Product and add the Seller as the payee under the insurance policy until such time that the product has been paid for in full. Seller reserves a security interest in the products until such time that the full payment of the price of the products and interest (if any) has been paid. Customer hereby grants to Seller a security interest in the products and any proceeds received or receivable in association with the products, until full payment of the price of the products and interest (if any) has been paid to Seller, and Customer shall execute all assignments, agreements and documents necessary to give effect to Seller’s security interest granted and reserved herein.

Termination

Seller reserves the right to cancel, terminate or delay delivery of products or services. Customer may not terminate or cancel an order placed with Seller, unless agreed to by Seller in writing. Customer shall not assign any contract with Seller, unless agreed to by Seller in writing.

Warranties

Customer understands that Seller is not the manufacturer of the products purchased by Customer hereunder and the warranties are offered by the manufacturer, with support of Seller or its affiliates. In purchasing the products, Customer is relying on the manufacturer’s specifications only and is not relying on any statements, specification, photographs or other illustrations representing the products that may be provided by Seller or its Affiliates. Seller and its affiliates hereby expressly disclaim all representations, warranties and conditions either expressed or implied, related to products, including, but not limited to, any warranty of title, accuracy, or warranty or condition of merchantability or fitness for a particular purpose, warranty of noninfringement, or any warranty relating to third party services. The disclaimer contained in this paragraph does not affect the terms of any manufacturer’s warranty. Customer expressly waives any claim that it may have against Seller or its affiliates based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property rights (each a “Claim”) with respect to any product and also waives any right to indemnification from Seller or its Affiliates against any such Claim made against Customer by a third party. Customer acknowledges that no employee of Seller or its Affiliates is authorized to make any representation or warranty on behalf of Seller or any of its affiliates that is not part of these Terms and Conditions.

Customer further acknowledges and agrees that Seller makes no representations, warranties or assurances that the products are designed for or suitable for use in any high-risk environment, including but not limited to safety devices, support systems or medical devices, or medical facilities, and Customer agrees to indemnify Seller in connection with any such use of the products. Customer further agrees to review and comply with the manufacture’s disclaimers and restrictions regarding the use of the products in high risk environments.

Limitation of Liability

Under no circumstances and notwithstanding the failure of essential purpose of any remedy set forth herein, will seller, its affiliates, or its or their employees, directors, officers, suppliers, subcontractors or agents be liable for: (a) any incidental, indirect, special, punitive or consequential damages including but not limited to, legal costs, loss of profits, business, revenues or savings, even if seller has been advised of the possibilities of such damages or if such damages are otherwise foreseeable, in each case, whether a claim for any such liability is premised upon breach of contract, warranty, negligence, strict liability or other theory of liability; (b) any claims, demands or actions against customer by any third party; (c) any loss or claim arising out of or in connection with customer’s implementation of any conclusions or recommendations by seller or its affiliates based on, resulting from, arising out of or otherwise related to the products or services; or (d) any unavailability of the product or parts of the product for use or any lost, damaged or corrupted data or software. In the event of any liability incurred by customer or any of its affiliates, which is not admitted, the entire liability of seller and its affiliates for damages from any cause whatsoever will not exceed the dollar amount paid by customer for the product giving rise to the claim or the specific services giving rise to the claim.

Indemnification

Customer shall indemnify, defend, and hold harmless Seller, its affiliates or its or their employees, directors, officers, suppliers, subcontractors or agents, against any and all claims, losses, liabilities, and expenses (including legal costs), which Customer may incur or become liable to pay which relate to or in any way arise out of the products being subjected to, in whole or part: (i) improper installation or storage, (ii) accident, damage, abuse or misuse, (iii) abnormal operating conditions or applications or any alteration of the product; (iv) operating conditions or applications beyond the capacity of the products; (v) any acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; (vi) any pollution and/or environmental liability; or (vii) any use or application other than or varying in any degree from that for which the products were designed.

Force Majeure

Seller is not liable for failure to fulfill its obligation for any accepted Order or for delays in delivery due to causes beyond Seller’s reasonable control including, but not limited to, acts of God, natural artificial disaster, riot, war, strike, delay by carrier, shortage of product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or products through its regular sources, which shall be considered as an event of force majeure excusing Seller from performance and barring remedies for non-performance. In an event of force majeure condition, Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Seller to any liability or penalty. Seller may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Customer.

Governing Law

These terms and conditions and any sale of products hereunder will be governed by the laws of the province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law rules. Any arbitration, enforcement of an arbitration or litigation will be brought exclusively in Milton, Ontario and customer consent to the non-exclusive jurisdiction of the courts of Ontario with respect to any subject matter arising hereunder or relating thereto and waives the right to change venue. Except in the case of nonpayment or assessment by governmental bodies, Customer may not institute any action in any form arising out of these Terms and Conditions more than one (1) year after the cause of action has arisen. The rights and remedies provided to Seller under these Terms and Conditions are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity.

Waiver

Waiver by Seller or Customer of breach of any of the provisions herein shall not be construed as a waiver of any other breach of any other provision contained herein.

Any waiver by Seller or Customer, whether express or implied, of any breach of any term, covenant or condition of these Terms and Conditions will not constitute a waiver as to any subsequent breach of the same or of any other term, covenant or condition of these Terms and Conditions. Any failure by Seller or Customer to declare any breach upon the occurrence of such breach, or any delay by any party in taking action with respect to any breach, will not waive any such breach.

Validity

If any term, provision, covenant or condition of these Terms and Conditions is declared invalid, illegal, unenforceable, ineffective or inoperative for any reason, such declaration will not have the effect of invalidating or voiding the remainder of these Terms and Conditions. The part or parts of these Terms and Conditions so held to be invalid, illegal, unenforceable, ineffective or inoperative will be deemed to have been stricken from these Terms and Conditions and the remainder of these Terms and Conditions will have the same force and effect as if such part or parts had never been included in the Terms and Conditions herein.