Terms and Conditions

MEGASTAR ELECTRONIQUES INC.

CONDITIONS OF SALE:

1. The acceptance of all orders by MEGASTAR ELECTRONIQUES INC. is subject to the terms and conditions mentioned in these presents. All orders received are subject to acceptance by MEGASTAR ELECTRONIQUES INC. Orders may not be cancelled or rescheduled without MEGASTAR ELECTRONIQUES INC.’S written consent. All modification of the terms and conditions mentioned in this contract must be approved in writing and must be signed by the purchaser and MEGASTAR ELECTRONIQUES INC. MEGASTAR ELECTRONIQUES INC. may designate certain Products as NCNR (non-cancellable, non-returnable) or C/S (Customer Specific) and the sale of such Products shall be subject to the special terms and conditions contained in MEGASTAR ELECTRONIQUES INC.’S NCNR Special Product Agreement, which shall prevail and supersede any inconsistent terms and conditions contained herein.

2. The price of the goods is that mentioned on the face of these presents. Pricing for undelivered Products are subject to change without notice, the whole to reflect changes in the market conditions or for all other reasons not under MEGASTAR ELECTRONIQUES INC.’S control. The purchaser is liable for the transportation costs as well as the costs of insurance for goods in transit, all custom duties, and the taxes, including the sales taxes, excise and value added taxes, and all similar taxes, be they federal, provincial or local.

3. All deliveries are F.O.B. from MEGASTAR ELECTRONIQUES INC.’s facility. The transportation costs between MEGASTAR ELECTRONIQUES INC.’s facility to Purchaser’s facility are borne by the Purchaser unless contrarily indicated. MEGASTAR ELECTRONIQUES INC. will have the choice of the carrier unless contrary indicated. Notwithstanding said choice, the carrier is not reputed to be a mandatory or agent of MEGASTAR ELECTRONIQUES INC. The risk of loss and damage of the merchandise passes to the Purchaser upon release to the carrier. MEGASTAR ELECTRONIQUES INC. is not responsible and cannot be held responsible by the Purchaser, for delays and damages of any kind. MEGASTAR ELECTRONIQUES INC. undertakes to commit its best efforts and the best means at its disposal, considering the circumstances, to meet the mentioned date of delivery, but cannot guarantee in any way the aforesaid date. No recourse may be exercised against MEGASTAR ELECTRONIQUES INC. for any delay in the delivery of goods sold by these presents. Without limiting the generality of the foregoing MEGASTAR ELECTRONIQUES INC. is not responsible for the delays caused by the purchaser’s requirements, labour difficulties, damages to its warehouse, accidents of any kind, forces of nature, lack of merchandise, governmental decisions or all other force majeures.

4. The terms of credit for standard approved accounts are “net thirty (30) days”, from the date of the invoice, unless contrary indicated by MEGASTAR ELECTRONIQUES INC. Interest charges of one and half percent (1.5%) per month or 18% per annum or the highest rate permitted by the law calculated daily will be charged on all unpaid balances for past due accounts commencing from the due date until the complete payment. MEGASTAR ELECTRONIQUES INC. may deem it appropriate to collect full payment for Products supplied in addition to reimbursement for all reasonable costs of collection (including lawyer’s fees, judicial and extrajudicial costs).

5. All goods sold remain the property of MEGASTAR ELECTRONIQUES INC. until final payment. Until full payment, MEGASTAR ELECTRONIQUES INC. maintains title to the goods as well as all repairs, replacements and improvements affecting such goods. Furthermore, MEGASTAR ELECTRONIQUES INC. conserves a moveable hypothec without delivery and/or security on the goods delivered to the purchaser, as well as on their accessories, replacements, accessions, proceeds of disposal and assembly, including the accounts receivable resulting from sale of the goods the whole as a security for the payment of the goods.

Furthermore, so long as the goods are not fully paid, the Purchaser cannot sell, transfer, cede or encumber the goods referred to by these presents, nor to move them outside the Province of Quebec, unless he or she has obtained prior written authorization from MEGASTAR ELECTRONIQUES INC. as a further condition, in case of a sale, conveyance, assignment, transfer or encumbering of the goods, the Purchaser remains solidarily liable to MEGASTAR ELECTRONIQUES INC., together with all purchasers, transferees or possessors.

Should the Purchaser fail to pay the purchase price when due, MEGASTAR ELECTRONIQUE INC. may take possession of the goods. All repossession or removal shall be made without prejudice to any other recourses of MEGASTAR ELECTRONIQUES INC. according to these presents, at law or in equity. The purchaser agrees, from time to time, to accomplish any act and sign and execute any documents that MEGASTAR ELECTRONQUES INC. requests in order to transfer, create, perfect, preserve, protect and enforce this moveable hypothec or security interests.

Should the Purchaser not conform to all the conditions mentioned in these presents or if bankruptcy, liquidation, sequestration or declaration of insolvency is declared against the Purchaser without being contested immediately or if a judgment is rendered declaring the Purchaser bankrupt or insolvent or if a judicial administrator or trustee in bankruptcy is named to administer the Purchaser’s goods or if the goods sold by these presents are seized and or placed in sequestration for any reason by any third party, the Purchaser will immediately lose its right to the term set out herein and MEGASTAR ELECTRONIQUES INC. will have the right, either to ask for the immediate payment of any balance of the outstanding debt or to take possession of the goods sold by these presents, as well as any accessories, replacements and accessions the whole at the sole discretion of MEGASTAR ELECTRONIQUES INC.

Furthermore, should the goods become the property of MEGASTAR ELECTRONIQUES INC., by way of revendication, giving in payment, voluntary return or other means, MEGASTAR ELECTRONIQUES INC. may keep said goods and in such case, all payments made by the Purchaser will be forfeited and remain the property of MEGASTAR ELECTRONIQUES INC. as liquidated damages.

6. All deliveries of goods are reputed accepted by the Purchaser upon receipt of said goods at the Purchaser’s facility or upon reaching their destination. The purchaser must perform whatever inspection or tests that the Purchaser deems necessary in order to determine if the goods received correspond to his or her requirements within five (5) days after delivery, after which the Purchaser must accept or to refuse the goods. Should no notice of nonconformity be received by MEGASTAR ELECTRONIQUES INC. concerning the delivery within the said five (5) days, the Purchaser is reputed to be satisfied with the delivery and to have accepted the goods and renounced to his or her right to return the goods.

No merchandise can be returned without prior consent of MEGASTAR ELECTRONIQUES INC. Once authorization is granted, any defective goods must be returned within 30 days of delivery by MEGASTAR ELECTRONIQUES INC. Applicable re-stocking and handing charges will be imposed on all returned merchandise. At the sole discretion of MEGASTAR ELECTRONIQUES INC., said charges, will not be applied on goods found to be defective or shipped in error. Any Product returns shall be subject to compliance with MEGASTAR ELECTRONIQUES INC.’S Return Merchandise Authorization (RMA) policies and procedures. Goods returned without authorization will be returned to the Purchaser, and its costs.

7. If the goods sold by these presents are new, the sole warranty provided by MEGASTAR ELECTRONIQUES INC. will be that stipulated by the manufacturer of the Product. If the goods sold by these presents are used, MEGASTAR ELECTRONIQUES INC. will provide no guarantee.

MEGASTAR ELECTRONIQUES INC.’S sole obligation with respect to a product that does not conform shall be, to repair or replace the product, or to refund the Purchaser for the price paid out for the merchandise.

The liability of MEGASTAR ELECTRONIQUES INC. shall not exceed the replacement cost of the defective merchandise. MEGASTAR ELECTRONIQUES INC is not liable for claims by third parties. MEGASTAR ELECTRONIQUES INC. WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHICH ARISE AS A DIRECT OR INDIRECT RESULT OF THE SALE, OR OF THE USE OF THE GOODS, WHETHER BASED ON WARRANTY, CONTRACT, DELICT or QUASI DELICT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT THE DAMAGES IN QUESTION ARE FORESEEABLE.

The present warranty shall not apply to the merchandise, that has been subject to misuse, improper handling, testing, inadequate assembly, or which has been used contrary to standard installation, maintenance or operation, norms, or contrary to acceptable industry standards relating to acceptable power.

Additional terms and conditions:

The purchaser warrants that he is a “merchant” as defined by the Consumer Protection Act of Quebec and that the goods being the subject of these presents are acquired in the course of its business.

The parties elect domicile in the judicial district of Montreal for the purposes these presents.

In this agreement, every clause and expression is independent one from the other and should one such clause be declared null, it does not entail in any way result in the nullity of the remainder of the agreement which remains in force and is binding on the parties.

No understanding or warranty may limit the conditions of these presents, save and except those set out in writing and signed by the parties after the date of these presents.

Should one of the terms and conditions of this agreement contravene the laws of Quebec or Canada, said disposition will be deemed not written, without affecting the remainder of this agreement.