1.     Applicability: The following terms and conditions apply to each Purchase Order (“PO”) issued by Canadian Maritime Engineering Limited or one of its affiliates (“CME”) for the supply of any goods, equipment, licences, rights granted under licences, or other tangible or intangible materials (collectively, the "Goods") and/or all services, whether standalone service or services in respect of the Goods, (collectively, the "Services") (the Goods and Services collectively, the “Work”) as identified in each PO issued to the supplier named in the PO (the “Supplier”). The Supplier shall not deliver any Work without a PO.


2.     Agreement to Purchase: The Supplier shall sell to CME the Work on the terms and conditions contained in this document and the PO (collectively, the “Agreement”). Supplier’s acceptance of the Agreement may be in writing, email, fax or other manifestation of acceptance such as, but not limited to, Supplier’s initiation of performance, or through Supplier’s provision of any Work, or through Supplier’s acceptance of any payment made pursuant to the Agreement, whichever occurs first. This Agreement supersedes and controls over any terms of Supplier which may be communicated to CME at any time before, concurrently with or after the date of the Agreement, and regardless of whether the Supplier terms form part of any other prior or current contract with CME unless specifically accepted by CME in writing. The Agreement supersedes any prior offers, negotiations, and agreements between the parties concerning the subject matter. No deletion, modifications, alterations of, or additions to the terms and conditions of this Agreement shall be binding unless in writing and specified by CME in the PO and attached to this Agreement.


3.     Supplier Responsibility. Supplier has complete responsibility for furnishing the Work. Supplier shall:

(i)     provide efficient administration and supervision with respect to the Work and all of its employees and subcontractors at all times;

(ii)     furnish and pay for all labour, material, supplies, services, tools, equipment, permits, licences, transportation, travel and subsistence expenses, and facilities, other than those which CME has in writing specifically agreed to provide, and shall do and perform all things necessary for the successful completion of the Work as more specifically described or referred to in the Agreement. Supplier shall provide CME with copies of all permits, authorizations, evidence of insurance and documentation upon request and prior to the provision of Work by any individual on behalf of Supplier. Any loss or damage to Supplier's, its employee's, agent's or subcontractor's tools or equipment will be Supplier's responsibility and will not be covered by any insurance placed by CME.

(iii)    supply to CME all documentation as required under the Agreement, including all applicable installation, operating and/or service manuals, drawings, and/or documentation required under applicable laws or regulations, material safety data sheets (SDS), and transportation of dangerous goods (TDG) shipping documents.

(iv)    ensure that all Goods to be shipped hereunder will be properly classified, described, packaged, marked and labelled, and will be in the proper condition for transportation in accordance with all applicable laws or regulations (including national hazard communication standards).

(v)    pay, satisfy and discharge all mechanics, materials and other liens, and all claims, obligations or liabilities which may be asserted against CME or its property by reason of, or as a result of any acts or omissions of Supplier, its employees, representatives, licensees or suppliers, or its subcontractors, in connection with, or relating to the performance of the Work.

(vi)    bring to the attention of CME any obvious or perceived errors or omissions in any specifications or drawings provided by CME in relation to the Work.


4.     Performance and Warranty. Supplier guarantees and warrants that:

(vii)   it has full power and authority to enter into the Agreement and perform its obligations,

(viii)  where the Goods include licences and/or rights granted under licences, Supplier has sufficient authority to license and/or sublicense that portion of the Goods to CME so that CME may utilize the Goods for its intended purposes and in accordance with the requirements of the Agreement,

(ix)    the Agreement is a binding obligation of Supplier, enforceable against Supplier in accordance with its terms,

(x)    the Work will be rendered in a good and workmanlike and, where applicable, professional manner using qualified personnel and will meet the standards of care, skill and diligence normally met by qualified service providers providing similar services in Canada at the time the Work is performed,

(xi)    the Work will conform to the specifications, description, drawings, standards, quality and performance levels outlined in the Agreement,

(xii)   the Work will be delivered in accordance with the schedule forming part of or attached to the purchase order,

(xiii)  the Work will be fit for the intended purpose of CME,

(xiv)  title to all the Goods (including deliverables to be provided under the Services) supplied under the Agreement will be free and clear from all liens, claims, encumbrances and any other charges whatsoever,

(xv)   all machinery, equipment and materials incorporated into any Goods will be new and unused, free from defects in materials, workmanship and design, will be to a high industrial standard, and will meet all applicable industry and governmental standards, regulations, codes and guidelines applicable in the location of Supplier and the delivery location, and

(xvi)  Supplier is, alone or with subcontractors, sufficiently experienced and properly qualified, licensed, equipped, organised and financed to perform the Work.

Supplier shall repair or remove and replace at its own expense and at CME's convenience, all workmanship or materials which are non-compliant with any of the above warranties or otherwise defective at any time within two (2) years from the date of final acceptance of the Work by CME unless otherwise specified in the PO, provided that such warranty period is extended on any Goods for the duration of the manufacturer’s warranty and the period such Goods are out of service for warranty repair or replacement. All Work is subject to inspection/verification by CME and where required, by third parties, on or after delivery, Work that is deemed unsatisfactory by CME may not be accepted.


5.     Indemnity. Supplier shall defend, indemnify and hold harmless CME and its affiliates and their respective agents, officers, directors and employees from and against any and all suits, legal proceedings, claims, demands, damages, losses, including damages or losses incurred by CME as a result of Supplier's supply of non-conforming or defective Goods, liabilities, fines, penalties, costs and expenses including the out of pocket amount of reasonable legal fees (collectively, the "Claims or Losses") arising out of or attributable to:

(i)     the performance or non-performance of the Agreement, or any negligent act or omission of Supplier, its agents, employees and subcontractors, in furnishing the Work,

(ii)     any breach by Supplier of any representation, warranty, obligation or covenant under the Agreement,

(iii)    bodily injury, sickness or death of any of Supplier's or any subcontractor's employees, or loss or damage to Supplier's or any subcontractor's property,

(iv)    any defect in CME's or Supplier's title to the Work, or any lien, charge, encumbrance or claim affecting the Work, and

(v)    any infringement or claimed infringement of any patents or other intellectual property rights by the manufacture, sale or use of any Goods, software, materials, apparatus, or methods furnished by Supplier under the Agreement.


Supplier's foregoing defense, indemnity and hold harmless obligations shall not apply to Claims or Losses, to the extent such Claims or Losses result from, arise out of, or are caused by the negligence, fault or wilful misconduct of CME (including its agents, officers, directors, employees and affiliates), or CME's breach of any of its representations, warranties or obligations under this Agreement.


6.     Limitation of Liability. Under no circumstances will CME be liable to Supplier or any other person or entity for special, incidental, consequential, punitive, exemplary or indirect damages; loss of profits, loss of revenues, goodwill or business; work stoppage or delays; downtime costs; loss of use of equipment or facilities; cost of capital; data loss; or any and all other commercial damages or loss (even if CME has been advised of the possibility of such damages or loss) regardless of cause including breach of contract, non-performance, breach of warranty, tort, negligence, or gross negligence. In no event will CME's liability exceed the amount paid or payable by CME to Supplier under the PO, whether such damage arose in bailment, tort (negligence), contract or otherwise. All exceptions, exemptions, defences, limitations of liability, indemnities, privileges, and conditions granted or provided by this Agreement to for the benefit of CME, shall also apply for the benefit of CME’s affiliates and its and their employees, agent, directors or officers.


7.     Title and Risk of Loss. Title to the Goods (including documents, designs, drawings, specifications, plans, reports, information and other deliverables to be provided under the Services) and risk of loss transfers to CME upon delivery at CME's facility, unless otherwise specified in the PO.  Where the Goods include licences, rights granted under licences, or other intangible property, title means the interests and rights that Supplier has in such Goods and transfers to CME upon payment to the Supplier therefor, subject to commercially reasonable conditions or restrictions in the underlying agreements with third party owners (or licensors) of such Goods.


8.     Payment and Invoicing: Payment for the Work will be due on the later of (i) thirty (30) days after the completion of the Supplier’s obligations under the Agreement in a manner satisfactory to CME, or (ii) thirty (30) days after receipt of any invoice from the Supplier. Supplier shall submit its invoices within forty-five (45) days after completion of the Work failing which CME will no longer be liable for payment of the purchase price.


9.     Taxes and Other Amounts. Unless stated otherwise in the purchase order, all applicable taxes, duties, packaging, shipping and freight charges are included in the purchase price and are for the account of Supplier, save and except the goods and services tax, harmonized sales tax, or any other value added taxes as may be applicable during the term of the Agreement. Supplier shall pay all contributions, taxes, premiums and insurance required under federal, provincial/state or local laws in relation to its employees engaged in the furnishing of the Work, and all sales, use, excise, transportation, occupation and other taxes and duties applicable to Work furnished hereunder which Supplier is required by law to pay. Supplier will co-operate with CME in the recovery of any sales taxes paid by Supplier on Goods supplied which were used in an exempt application. CME may withhold and remit to the Canada Revenue Agency any amounts required to be withheld and remitted pursuant to the Income Tax Act (Canada) and the regulations thereto, including withhold from payments to Supplier any amounts required to be withheld under applicable laws and treaties in respect of services rendered in Canada by a non-resident Supplier and may remit such amounts to the relevant authority.  Where Supplier is providing Services, Supplier is responsible for notifying the tax authorities in the relevant jurisdiction(s) where the Services are being performed and will be governed by the tax legislation in such jurisdiction(s).


10.    Termination. CME may terminate the Agreement immediately and/or suspend the Agreement without prejudice to any other right CME may have if: (i) Supplier makes an assignment in or is petitioned into bankruptcy, or if a receiver is appointed to administer the affairs of Supplier, (ii) Supplier breaches any of the terms or conditions of the Agreement and refuses or is unable to rectify any breach to CME's satisfaction within five (5) days following receipt of notice of the breach, or (iii) CME reasonably believes that Supplier will be unable to satisfactorily perform its obligations under the Agreement. CME may without penalty terminate the Agreement or suspend the Agreement for a reasonable period of time without cause subject to the payment to Supplier of reasonable direct costs (excluding overhead expenses and lost profits) incurred by Supplier as a result of the termination or suspension.


11.    Governing Law.  This Agreement is to be governed by and construed under the laws of the Province of Nova Scotia and laws of Canada applicable therein without regard to conflicts of law principles. The parties hereby attorn to the exclusive jurisdiction of the Supreme Court of Nova Scotia and the Federal Court of Canada. The parties expressly exclude the application of the United Nations Convention on Agreements for the International Sale of Goods and further exclude the application of the International Sale of Goods Agreements Convention Act (Canada) and the International Sale of Goods Act (Nova Scotia).


12.    Additional.

(i)     The parties shall each perform their obligations pursuant to this Agreement in compliance with applicable law.

(ii)     Supplier will not assign the Agreement or any portion of the Agreement without the prior written consent of CME, which consent may be withheld by CME in its absolute discretion. CME will have the right to assign the Agreement or any portion of the Agreement, without Supplier's consent, to any of CME's affiliates or to any purchaser or successor to CME's relevant business.

(iii)    Any failure by CME at any time, or from time to time, to enforce or require the strict keeping and performance by Supplier of any of the terms or conditions of the Agreement, will not constitute a waiver by CME or a breach of any terms or conditions, and will not affect or impair the terms or conditions in any way, or the right of CME at any time to avail itself of the remedies as it may have for any breach or breaches of the terms or conditions.

(iv)    Time is of the essence in the performance of Suppliers obligations under the Agreement.

(v)    Each paragraph and provision of the Agreement is severable, and if one or more paragraphs or provisions are declared invalid, the remaining provisions of the Agreement will remain in full force and effect.

(vi)    The headings used herein are for convenience of reference only and will not be considered part or affect the interpretation of the Agreement.

(vii)   Words expressed in the singular include the plural and vice-versa and words of one gender include all genders. "Including" means including without limitation and "include" and "includes" have a corresponding meaning.