Conditions of purchase

1. Inspection and rejection. Notwithstanding prior inspection; payment or use, Mesotec shall have the right within six (6) months of receipt to reject any goods which do not conform to the requirements of the order. Rejected items shall be returned to supplier transportation collect (declared full value unless otherwise advised by supplier) for credit and refund and shall not be replaced by supplier except upon written instruction from Mesotec and corrective action will be requested.

2. Warranty. Supplier warrants to Mesotec and to buyers of Mesotec's products that, at the time of delivery, goods supplied under the order will be free from defects in material and workmanship, suitable for the purposes intended whether expressed or reasonable implied, in compliance with all applicable specifications and free from liens or encumbrances on title.

3. Repair orders. On all repair replace and/or remake orders, invoices shall be submitted to Mesotec against the repair, repair and/or rework order number.

4. Changes. Mesotec may make and supplier shall perform changes in specification or configuration within the general scope of the order. No change shall be binding on Mesotec unless issued in writing by an authorized representative of Mesotec's purchasing department. If any such change affects the cost or delivery time, an equitable adjustment will be made by supplement to the order. Claims for adjustment by Mesotec must be made within fifteen (15) days or receipt of the pending the disposition of any such claim.

5. Cancellation, Suspension and re-scheduling. Mesotec reserves the right to cancel the order or any part of the order at any time by notice to supplier or to suspend or re-schedule shipment of the goods in the event of cancellation for any reason other than Supplier's default, Supplier shall be entitled to reimbursement of costs properly incurred to the date of cancellation plus a reasonable profit for work done. Such as charges shall not exceed the order value. Supplier shall not be entitled to any compensation for loss or anticipated profit or for suspension or re-scheduling of shipments.

6. Excusable delay. Supplier shall not be liable for any default or delay due to causes beyond Supplier's reasonable control and without fault or negligence on the part of Supplier, provided that Supplier gives Mesotec prompt notice in writing when any such cause appears likely to delay deliveries and takes appropriate action to avoid or minimize such delay. Supplier shall in any event give Mesotec immediate notice of any labor dispute which may affect performance or the order. If any such default, delay or labor dispute threatens to impair Mesotec's ability to meet delivery requirements for its products. Mesotec shall have the right, without any liability to Supplier, to cancel the portion or portions of the orders so affected. Mesotec shall be similarly excuses for default or delay in the performance of its obligations to Supplier due to causes beyond its reasonable control.

7. Assignment. This order shall not be subcontracted or assigned by Supplier in whole or in part without the prior written approval or Mesotec.

8. Scrap allowance. A scrap allowance may be included on the PO for raw materials or finished details supplied by Mesotec.

9. Mesotec Supplied documents. Drawings, specifications, designs processes and other documents supplied by Mesotec for the purpose of the order shall remain the property of Mesotec and shall be disposed of in accordance with Mesotec's instructions on completion of the last Mesotec order to which they relate. At anytime, shall such documents be disclosed to third parties or used by Supplier for any purpose other than executing work on behalf of Mesotec.

10. Law and interpretation. This order shall be governed by and constructed in accordance with the laws of the province in which it is issued. Supplier shall comply with all applicable federal, provincial state and local laws and regulations.

11. Termination. This order may, at Mesotec's option, de deemed terminated without further action by Mesotec if Supplier is in default of any of its obligations, becomes insolvent, performs or permits any act of bankruptcy, liquidation or reorganization, becomes bankrupt or if a receiver, trustee or custodian is appointed of Supplier or a substantial part of Supplier's property.

12. Order number. Purchase order number must appear on all invoices, shipping notices, bills of lading earner provided forms, package and correspondence.

13. Agreement document. This purchase order is the complete agreement between the parties and no other terms and conditions, whether oral or written, shall have any force or effect.

14. Price. Unless otherwise specified, the price stated includes all charges and expenses of Supplier. Any and all applicable tax federal, provincial or local government shall be set out separately.

15. Inspection. This purchase order is subject to source inspection and surveillance by the purchaser, his authorized representative and/or its customer. The purchaser and/or its customer shall have free access, at all reasonable times, to review the progress of the work and to ensure the goods are being supplied in accordance with this order.

16. Insurance. The supplier accept to supplied Mesotec, a proof of annual coverage to insure all Mesotec's goods at supplier's location and, a proof of annual coverage to insure civil responsibilities for the amount of two millions dollars.