Supplier Terms & Conditions of Purchase

1. Definitions: In these terms and conditions of purchase:
“Agreement”
means the agreement constituted by these terms and conditions. These terms and conditions supersede any conflicting terms and conditions proposed by Supplier and Supplier’s terms shall be of no effect unless signed in writing by the Company. This Agreement may not be modified without the approval in writing by an authorized representative of the Company.
“Confidential Information” means any information provided by the Company to the Supplier concerning its product requirements, product specifications, business, customers (including customer names, contact details, product requirements, product spend details, the types and specifications of products and service supplied by the Company to its customers, the prices and terms on which the Company provides products and services to its customers), contracts, system and system access details, customer ordering and business software, product cost and pricing, sales methods and techniques, sales figures, marketing plans, budget and other financial information, employee details, internal business policies and procedures, and any information generated during and as a result of the Agreement (including any pricing arrangements, rebate deals, settlement discounts, terms of payment, other terms of trade, joint marketing plans and artwork, design and specifications for any products manufactured specifically at the Company’s request), but does not include:
(a) information or knowledge which is already publicly known or which subsequently becomes generally publicly known other than as a direct or indirect result of a breach of this Agreement; or
(b) information or knowledge which is required to be disclosed by law.
“Company” means Averna Technologies Inc., is subsidiaries or affiliates.
“Products”
means the products supplied by the Supplier and ordered by the Company from time to time.
“Supplier” means the company or persons who have been engaged to provide goods to the Company.

2. Engagement: The engagement of the Supplier is non-exclusive and the Company may engage any other person to provide the Products or similar products from time to time.


3. Acceptance: This Agreement does not oblige the Company to order any Products from the Supplier. A binding contract for the supply of Products only arises when the Supplier receives a purchase order signed by an authorized representative of the Company and agreement by Supplier to furnish the Products in whole or in part constitutes acceptance of this Agreement. The Supplier is deemed to have accepted the purchase order if the Supplier does not reject the order within 24 hours of receiving it.

4. Relationship: This Agreement does not in any way imply a principal and agent or any similar relationship between the Company and the Supplier.

5. Billing: The Supplier shall render an invoice with the following information within 3 business days of delivery of the Products:
(a) the specified amount with the number of units and unit prices, payment due as per terms of the Purchase Order ;
(b) set out in a manner that enables the Company to ascertain the Products to which the invoice relates;
(c) the invoice is accompanied (where necessary or where reasonably requested by the Company) by verifying documentation;
(d) the invoice is addressed to the address notified by the Company from time to time; and
(e) the invoice includes the Company’s order number, the packing slip/delivery note number; any discounts applicable and reflects payment terms in accordance with this Agreement.

6. Product Warranties: The Supplier expressly warrants that all Products supplied under this Agreement:
(a) are free from any contamination;
(b) comply with all relevant and applicable legislation, regulations and other requirements of the standards and industry codes of practice;
(c) conform with the description given by the Supplier;
(d) are newly manufactured;
(e) conform with the specifications or other descriptions furnished by the Company and the quantities stated in the relevant purchase order and otherwise meet the requirements of a purchase order;
(f) for a period of 12 months from the later of the date of actual delivery or acceptance of the Product, are free from defects in workmanship and materials, of merchantable quality, and are fit for the purpose and use for which they are acquired;
(g) are free from any lien or encumbrance, and the Supplier has good marketable title to them;
(h) shall, for the lifetime of the product, perform at a level consistent with the Supplier’s specifications and representations as to functionality and suitability for purpose, and otherwise satisfy and comply with the terms of any product warranty supplied with the product.

7. Supplier Additional Warranties: The Supplier warrants that it will:
(a) provide the Products at all times exercising due care, skill and judgment, in a proper workmanlike manner, and in accordance with the Company’s specifications;
(b) provide the Products in the timeframes specified in the Agreement or as otherwise specified by the Company;
(c) ensure that all methods and procedures employed in supplying the Products are ethical and are, where possible, best practice methods and procedures currently employed in the industry;
(d) ensure that only qualified and experienced personnel work on the provision of the Products;
(e) provide the Products in accordance with all the Company’s reasonable requirements and directions;
(f) prepare and submit to the Company such reports as are required as to the Supplier’s performance as and when required by the Company;
(g) ensure that in providing the Products all applicable laws and regulations are complied with;
(h) it will have or will at its expense acquire all licenses, permission, permits or authority required to perform the Services and supply the Products, including all intellectual property rights needed; and
(i) ensure that no act or omission of the Supplier may or may be likely to prejudice or harm the interests of the Company.

8. Remedy under Warranties: In the event of any breach of clauses 6 or 7, and without limiting any other rights or remedies which may be available to the Company, the Supplier will, at the request of the Company, either provide the Products again free of charge, rectify or pay the cost of rectification of any deficiency in the Products, provide the Company with a credit in respect of the defaulting Products or repay to the Company the price of the defaulting Products. The Supplier must pay the cost and bear the risk of storing, handling and returning any Products rejected by the Company under clauses 7 or 8.

9. Inspection: Any Products found to be defective upon the Company’s inspection at receipt are to be returned at Supplier’s expense for refund or replacement. Replacement is at Supplier’s cost. Prepayment shall not constitute acceptance.

10. Labeling: All Products supplied must:
(a) be properly packed and marked by the Supplier complying with the Company’s instructions and any statutory requirements;
(b) be clearly, truthfully and accurately labeled with printed, legible labels; and
(c) comply with the Company’s specifications. Under no circumstances is the Supplier to supply an alternative product or product component without the Company’s specific prior consent being obtained.
The Supplier will be liable for all claims, action, demands, cost, expenses, including damage to property, personal injury and loss of income should litigation be directed toward the Company as a result of a substitute product or product component being supplied by the Supplier and not approved by the Company. Any substitute product must be submitted to the Company for examination prior to supply. Independent test reports and certification from a recognized authority must accompany the test sample.

11. Shipping: The Supplier must transport or arrange for transport of Products to the required delivery destination:
(a) complying with the terms of a purchase order and the Company’s instructions, and in any event, within the timeframes specified in a purchase order;
(b) by a method which provides adequate protection to the Products and prevents product contamination or deterioration; and
(c) accompanied by a delivery slip clearly showing the following:
i) the Company’s buyers name;
ii) the Company’s purchase order number;
iii) description of Products;
iv) quantity ordered, quantity received on this delivery; and
v) quantity on backorder.
Any claim for transportation damages shall be filed and processed by the Supplier.

12. Hardware and Intellectual Property - All molds, dies, jigs and other hardware as well as software programs, source codes or other intellectual property paid for by the Company, unless expressly stated on the purchase order to the contrary, are the property of the Company, to be delivered to Company on demand or to be maintained in first class operative condition at Supplier's expense. The disposition of same, other than a return to the Company, is to be made only on written instructions of Company. No production using the aforesaid hardware or intellectual property shall be permitted except that authorized by Company. The Supplier shall keep all such hardware and intellectual property of the Company insured against loss or damage, fire, theft, etc. of any kind while same are in its possession.

13. ESD Sensitive: All electrostatic discharge sensitive devices shall be packaged and handled to preclude damage by electrostatic discharge. Packaging shall be properly and clearly marked to indicate contents are subject to electrostatic damage.

14. Delivery: Time is and shall remain of the essence of this Agreement and no acts of the Company including without limitation modifications to this Agreement or acceptance of late deliveries, shall constitute waive of this term. The Company may change delivery schedules or delivery dates specified in a purchase order. The Supplier may not make any changes to the delivery schedule, including shipments made in advance of delivery dates, without the prior written approval of the Company.

15. Risk and Title: Supplier assumes all risk of loss or damage to the Products, including works in process, and to third persons and their property, until the receipt of the Products by a duly authorized Company representative into the Company’s nominated warehouse. Risk and Title shall then pass to the Company subject to inspection of the Products where risk and title shall not pass to the Company until redelivery and receipt by the Company in the case of rejected Products.

16. Modification: The Company reserves the rights at any time to modify the purchase order by making changes in specifications as to any Product covered by the order, an equitable adjustment shall be negotiated promptly and the order shall be modified in writing accordingly. No change to the order shall be binding against the Company unless approved in writing by an authorized representative.

17. Return of Products: For non-customized Product, the Company may return any Product which is not delivered on time or surplus to its needs without penalty if returned within 30 days of the date of receipt. Products may be returned outside this delay but will be subject to a reasonable restocking fee as mutually agreed to between the parties, not to exceed 30 %. All Product returns in the case of breach of warranty or this Agreement will be at the Supplier’s cost.

18. License. To the extent drawings and specifications are furnished by the Company, all the Products ordered are to be manufactured or supplied in accordance with such drawings and specifications. Supplier agrees to grant and hereby does grant to the Company a non-exclusive royalty-free and irrevocable license to make, have made, use and sell, any improvement in the Products ordered which is made or introduced by the Company in its work. Supplier shall save the Company, its customers and users of its products, harmless from liability or suit of any nature, including costs and expenses, arising from the manufacture, use or sale of any invention in the articles ordered except to the extent that any such liability or suit shall have arisen because of Supplier's manufacture of articles of original design of the Company and made by Supplier in accordance with specifications and drawings which are furnished herewith by the Company. Supplier agrees to grant and hereby does grant to the Company a royalty-free, non-exclusive, and irrevocable license, to reproduce, translate, publish, use and dispose of, and to authorize others so to do, any copyrighted or copyrightable material incorporated in or supplied or intended to be supplied as a supplement with the Products ordered.

19. Confidential Information: The Supplier undertakes and agrees not to, at any time either during the Agreement or after termination of the Agreement, either directly or indirectly, without prior written consent of the Company:
(a) disclose or permit (to the extent that it is within its control) the disclosure of, the Confidential Information to any person; or
(b) use or permit (to the extent that it is within its control) the use of the Confidential Information to compete with the Company, or in any manner which may injure or cause loss to the Company.
The Supplier undertakes and agrees to use the Confidential Information only during the course of, and for the purposes of, the provision of the Products to the Company.

20. Indemnification: The Supplier will indemnify the Company against any action, suit, claim, demand, cost or expense arising directly or indirectly out of or resulting from:
(a) products supplied under this Agreement;
(b) a breach of this Agreement or any warranty contained in this Agreement by the Supplier;
(c) an infringement or alleged infringement by the Products of a third party’s intellectual property rights except if the Products are customized to the Company’s design;
(d) damages, injury or loss caused by or resulting from any negligent act or omission or willful misconduct of the Supplier, its employees, agents or Suppliers.

21. Insurance: The Supplier must have in place sufficient insurances to cover its potential liability under the Agreement including but not limited to risk and product liability insurance and professional indemnity insurance. Upon request, the Supplier will provide the Company with evidence of the adequacy of such insurances.

22. Inspection of Supplier: The Company may enter the Supplier’s premises during business hours on giving a minimum of three day’s notice to inspect any raw materials, manufacturing process, packaging, batching, recording or transport facilities or motor vehicles used in forming, manufacturing, handling, packaging or transporting the Products, and to inspect the Supplier’s records to verify compliance with this Agreement.

23. Termination: For Convenience. The Company may cancel any undelivered orders in whole or part or may terminate this Agreement for any reason or at any time upon written or electronic notice to the Supplier. The Supplier shall accept as its sole remedy for termination a payment by the Company to the Supplier the actual and non-recoverable costs incurred by the Supplier and will have no claim against the Company for damages or loss of profits arising out of or relating to cancelation of the order or termination of the Agreement; provided further that the Company shall have no liability whatsoever for Products which are Supplier’s standard stock or for which there are alternate customers. No such termination shall relieve Supplier of its obligations for any Products delivered prior to termination. Any termination claim must be made by the Supplier within 30 days of the termination notice. Payment by the Company of non-recoverable costs entitles Company to Products and work in process covered by the termination claim.

For Cause. The Company may also terminate the Agreement by giving notice effective immediately if at any time:
(a) the Supplier is in breach of any of the terms of this Agreement;
or
(b) the Supplier is or becomes bankrupt, or goes into liquidation, or makes a composition or arrangement with creditors generally, or takes advantage of any statute for the relief of insolvent debtors or an event referred to in Clause 29 occurs.

In the event of termination for cause, the Company shall not be liable to Supplier for any amount, and Supplier shall be liable to Company for damages sustained by the Company by reason of the default which gave rise to the termination.

General. Termination of the Agreement will not prejudice any rights or remedies already accrued to any party under, or in respect of any breach of, the Agreement.

On termination of the Agreement or otherwise on demand, the Supplier will return to the Company all documents and materials containing any Confidential Information or intellectual property of the Company and any other property belonging to the Company, including that created during the provision of the Products. On or prior to termination, the Supplier will, within 14 days of request by the Company, do all such things as may be necessary to ensure the smooth and orderly transfer of the Confidential Information and intellectual property and the supply of the Products to another provider.

24. Taxes and other: Unless the parties specifically agree to the contrary in writing, the prices for the Products include delivery, all taxes imposed on the Supplier, all importation costs including but not limited to customs duty and related customs charges, freight forwarding costs, inland charges, ocean and or air freight costs, quarantine charges, fumigation fees, tail gate fees, bond store and terminal storage fees and an associated agency fees.

25. Pricing: The Company shall be entitled to the benefit of any decrease in the Supplier’s price due to:
(a) promotional sales or special offers as made generally available from time to time; and/or
(b) successfully meeting or exceeding any quality or dollar value targets as agreed between the parties.

26. Waiver: Failure or omission by the Company at any time to enforce or require strict or timely compliance with any provision of this Agreement will not affect or impair that provision, or the right of the Company to avail itself of the remedies it may have in respect of any breach of a provision, in any way.

27. Set off: The Company may set off or deduct from any amount due and owing by it to the Supplier any amounts or compensation which the Company, in good faith, believes are due and owing by the Supplier to the Company. Before doing so, senior management of the Company will, in good faith, discuss and attempt to resolve any issue relating to the set off, with the Supplier.

28. Governing Law: The Agreement is governed by, takes effect and will be construed in accordance with the laws of Quebec, Canada and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Montreal, Quebec and courts entitled to hear appeals therefrom.

29. Reorganization of Supplier: The Supplier must promptly notify the Company if any of these events occurs or is likely to occur to the Supplier:
(a) a change in trade name or place of business;
(b) transfer of material business, amalgamation, or other similar event and, where the Supplier is a proprietary limited company (as defined in the Corporations Law), the allotment of any additional shares in the capital of that company or the sale or registration of the transfer of any shares in the capital of that company;
(c) a petition is filed for the liquidation or winding up of the Supplier;
(d) an assignment for the benefit of creditors or an arrangement under any law concerning bankruptcy or insolvency;
(e) where the Supplier is a body corporate, a resolution for winding up;
(f) attachment of any assets or other execution;
(g) the acquisition by any of the Company’s competitors of an interest of any kind in the ownership of the Supplier, or the involvement of any of the Company’s competitors in the management or control of the Supplier;
(h) a material change in the Supplier’s management;
(i) insolvency or suspension of payments by the Supplier’s bankers or appointment of a receiver of any part of the Supplier’s undertaking, assets or income; or
(j) disasters or other events which may make it difficult for the Supplier to have available products to meet purchase orders for the Products which the Company may place under this Agreement.

30. No Sub-contract: The Supplier shall not sub-contract or otherwise arrange for another person to perform any part of this Agreement or to discharge any of it’s obligations under any part of this Agreement without the prior written consent of the Company. If the Company consents to a sub-contract, the Supplier shall not be relieved of any of it’s liabilities or obligations under this Agreement and the Supplier shall be liable to the Company for the acts, defaults and neglects of any sub-contractor or any employee or agent of the sub-contractor as if they were the acts, defaults or neglects of the Supplier or the employees or agents of the Supplier.