Terms and Conditions of Sale

PROSPERING INTERNATIONAL INC.

TERMS AND CONDITIONS OF SALE

Terms and Conditions Version: PIINC-TC-2020-08
Effective Date: August 6, 2020

These Terms and Conditions of Sale (“Terms”) apply to all quotations, offers, sales, orders, invoices, deliveries, and supplies of products by Prospering International Inc. (“PIINC”) to any purchaser or customer (“Buyer”).

PIINC and the Buyer may each be referred to as a “Party” and together as the “Parties.”

1. ACCEPTANCE AND FORMATION OF CONTRACT

1.1 Quotation

Unless otherwise expressly stated in writing, a quotation issued by PIINC constitutes an offer by PIINC to sell the products identified in the quotation on the terms stated in the quotation and these Terms.

A quotation is valid only for the period stated in the quotation. If no validity period is stated, PIINC may withdraw or revise the quotation at any time before PIINC accepts the Buyer’s order.

1.2 Acceptance of Order

The Buyer may place an order by purchase order, email, written communication, electronic communication, or another method accepted by PIINC.

By placing an order with PIINC, the Buyer acknowledges that it has received, reviewed, and agreed to these Terms.

An order becomes binding on PIINC only when PIINC accepts the order in writing, including by order confirmation, acknowledgment, invoice, or other written communication, or when PIINC ships the products.

1.3 Purchase Orders

Any purchase order issued by the Buyer is accepted only subject to PIINC’s quotation and these Terms.

Any terms or conditions contained in a Buyer’s purchase order, vendor portal, acknowledgment, supplier manual, or other document that are additional to, inconsistent with, or different from PIINC’s quotation or these Terms are expressly rejected and shall not apply unless specifically accepted in writing by an authorized representative of PIINC.

PIINC’s acceptance of a purchase order shall not constitute acceptance of any additional or conflicting terms contained in the purchase order.

1.4 Electronic Acceptance

Email acceptance, electronic communication, electronic signature, or other electronic record may constitute acceptance of these Terms and the applicable quotation, subject to applicable law.

1.5 Entire Agreement

The applicable PIINC quotation, these Terms, and any written order confirmation issued by PIINC constitute the entire agreement between PIINC and the Buyer concerning the applicable sale, unless the Parties have entered into a separate written agreement expressly signed by authorized representatives of both Parties.

2. PRODUCTS AND PRODUCT INFORMATION

2.1 Product Description

Products will be supplied substantially in accordance with the description, specifications, drawings, models, part numbers, quantities, and other information expressly stated in PIINC’s quotation or order confirmation.

The Buyer is responsible for carefully reviewing the quotation before placing an order.

2.2 Manufacturer Specifications

Product specifications, dimensions, photographs, illustrations, weights, capacities, performance data, technical information, and other product information supplied by PIINC or a manufacturer may be subject to change by the manufacturer unless specifically guaranteed in writing by PIINC.

Minor variations that do not materially affect the functionality or performance expressly agreed upon shall not constitute a breach of contract.

2.3 Equivalent or Updated Products

Where a manufacturer changes a product design, specification, model, component, material, or manufacturing process after PIINC’s quotation, PIINC may supply an equivalent or updated product where the change does not materially reduce the functionality or performance expressly agreed upon.

No substitution shall be made where the quotation or order confirmation expressly identifies a specific manufacturer, model, part number, specification, or other product requirement as mandatory, unless the Buyer agrees to the substitution in writing.

2.4 Used, Refurbished, or Special-Condition Products

Where a product is expressly identified as used, refurbished, reconditioned, surplus, demonstration, non-standard, or otherwise sold in a special condition, the applicable condition and warranty limitations stated in the quotation shall apply.

3. PIINC AS DISTRIBUTOR / RESELLER

3.1 Distributor Status

Unless expressly stated otherwise in writing, PIINC acts as a distributor, reseller, importer, or trading intermediary and is not the manufacturer of the products.

3.2 Manufacturer Warranty

Where products are manufactured by a third party, PIINC will pass through to the Buyer any transferable manufacturer’s warranty actually received by PIINC, to the extent permitted by the manufacturer.

PIINC does not independently provide a manufacturer’s warranty unless expressly stated in writing.

PIINC may assist the Buyer in presenting a warranty claim to the manufacturer or supplier but does not guarantee the manufacturer’s acceptance of any warranty claim.

3.3 Supplier Responsibility

Nothing in these Terms shall prevent PIINC or its insurers from seeking recovery, contribution, indemnity, or other remedies from a manufacturer, supplier, distributor, carrier, contractor, or other responsible party where PIINC or its insurer has a legal right to do so.

4. BUYER’S APPLICATION AND SUITABILITY RESPONSIBILITY

4.1 Buyer Responsible for Application

For all products supplied by PIINC, including oil and gas equipment, drilling equipment and components, oilfield equipment and parts, repair and maintenance equipment, portable machining equipment, and related products, the Buyer is responsible for determining and confirming that the products are suitable for the Buyer’s intended application, equipment, operating conditions, work environment, and requirements.

The Buyer is responsible for providing PIINC with complete and accurate information reasonably necessary to determine or assist with product selection, including, where applicable, equipment model and part number, dimensions, specifications, pressure and temperature requirements, load and capacity requirements, material requirements, electrical requirements, operating conditions, compatibility requirements, and intended application.

PIINC shall not be responsible for a product being unsuitable for the Buyer’s particular application where the relevant application requirements, operating conditions, specifications, or other material information were not accurately, completely, and timely disclosed to PIINC before the order was accepted.

Where PIINC provides product recommendations or assistance with product selection, such recommendations are based on the information provided by the Buyer and do not constitute a guarantee that the product is suitable for the Buyer’s particular application unless PIINC expressly agrees in writing to provide such guarantee.

4.2 No Unapproved Engineering Guarantee

Unless PIINC expressly agrees in writing to provide engineering or application services, product information or recommendations provided by PIINC are general commercial information and do not constitute professional engineering certification, design approval, safety certification, or a guarantee of fitness for the Buyer’s particular application.

5. SAFETY, INSTALLATION, OPERATION AND MAINTENANCE

5.1 Buyer Responsibility

The Buyer is responsible for ensuring that products are:

(a) properly transported;

(b) stored appropriately;

(d) commissioned correctly;

(e) operated within specified limits;

(f) maintained according to manufacturer requirements; and

(g) operated by appropriately trained and qualified personnel.

5.2 Manufacturer Instructions

The Buyer shall comply with all applicable manufacturer instructions, warnings, operating procedures, maintenance requirements, safety procedures, and applicable laws and regulations.

5.3 Modifications

The Buyer shall not modify, alter, bypass, disable, or otherwise change any product in a manner that could affect its safety, performance, or intended operation without appropriate authorization and technical review.

5.4 Defective Products

The Buyer shall not knowingly install, operate, or continue to use a product that the Buyer knows or reasonably believes to be defective or unsafe.

The Buyer shall immediately stop using such product and notify PIINC.

The Buyer assumes responsibility for losses arising from continued use after becoming aware of a material defect or unsafe condition, except to the extent caused by PIINC’s liability that cannot lawfully be excluded or limited.

6. REGULATORY, CERTIFICATION AND SITE REQUIREMENTS

6.1 Buyer Responsibility

Unless expressly agreed otherwise in writing, the Buyer is responsible for determining and satisfying all applicable regulatory, electrical, safety, certification, inspection, permitting, environmental, site, provincial, federal, municipal, industry, and customer-specific requirements relating to the products.

6.2 Disclosure Before Order

The Buyer shall inform PIINC in writing before placing an order of any special certification, registration, approval, standard, code, electrical requirement, safety requirement, or other regulatory requirement applicable to the Buyer’s intended use.

6.3 No Assumption of Certification

Unless expressly stated in writing in the quotation, PIINC does not represent that a product has any particular certification, approval, registration, listing, or authorization.

7. WARRANTY

7.1 Manufacturer’s Warranty

Unless expressly stated otherwise in writing, products manufactured by third parties are sold subject only to the applicable manufacturer’s standard warranty, if any, and PIINC provides no separate or additional warranty.

7.2 PIINC-Manufactured Products

If PIINC expressly sells a product manufactured by PIINC, any specific written warranty provided for that product shall govern.

7.3 Warranty Disclaimer

To the maximum extent permitted by applicable law, PIINC disclaims all warranties, conditions, representations, and guarantees, whether express, implied, statutory, collateral, or otherwise, except those expressly set out in writing in the applicable quotation or warranty.

This includes, to the maximum extent permitted by law, warranties or conditions of merchantability, durability, fitness for a particular purpose, performance, and suitability for any particular application.

Nothing in these Terms excludes or limits any warranty, condition, right, remedy, or liability that cannot lawfully be excluded or limited.

7.4 Warranty Exclusions

No warranty shall apply to defects, damage, or failure caused by:

(a) improper installation;

(b) improper storage;

(d) misuse or abuse;

(e) accident;

(f) neglect;

(g) unauthorized modification;

(h) unauthorized repair;

(i) improper maintenance;

(j) normal wear and tear;

(k) corrosion or contamination;

(l) use outside manufacturer’s specifications;

(m) use with incompatible equipment or materials;

(n) use in an environment for which the product was not designed;

(o) electrical conditions outside specified requirements;

(p) operation beyond rated capacity or pressure;

(q) failure to follow manufacturer instructions; or

(r) any other cause not attributable to a defect in the product as supplied.

7.5 Warranty Remedy

To the extent PIINC is responsible for a valid warranty claim, PIINC’s obligation shall, at PIINC’s option and to the maximum extent permitted by applicable law, be limited to:

(a) repair;

(b) replacement;

(d) refund of the purchase price actually paid for the affected product.

This remedy is subject to any applicable manufacturer’s warranty and the limitations contained in these Terms.

7.6 No Labour or Consequential Warranty Costs

Unless expressly agreed in writing, PIINC is not responsible for installation, removal, transportation, inspection, labour, field service, travel, accommodation, crane, rigging, testing, downtime, production loss, or other costs associated with removing, repairing, replacing, reinstalling, or returning a product.

8. INSPECTION AND CLAIMS

8.1 Inspection

The Buyer shall inspect the products promptly after delivery.

8.2 Visible Damage or Shortage

The Buyer shall notify PIINC in writing of any visible shipping damage, shortage, incorrect product, or apparent defect within five (5) business days after delivery.

8.3 Concealed Defects

A claim concerning a concealed defect shall be made promptly after the Buyer discovers or reasonably should have discovered the defect and within any applicable warranty period.

8.4 Failure to Notify

To the maximum extent permitted by applicable law, failure to provide timely written notice may constitute acceptance of the products with respect to defects or issues that reasonably should have been discovered upon inspection.

9. RETURNS

9.1 Authorization Required

No product may be returned without PIINC’s prior written authorization.

9.2 Standard Products

PIINC may, at its discretion, accept the return of unused standard-stock products subject to a restocking fee and reimbursement of PIINC’s transportation, handling, inspection, and other reasonable costs.

9.3 Non-Returnable Products

Unless PIINC agrees otherwise in writing, the following are non-returnable:

(a) custom-made products;

(b) specially manufactured products;

(d) modified products;

(e) non-stock products;

(f) used or refurbished products;

(g) products that have been installed or used; and

(h) products that cannot reasonably be resold as new.

9.4 Return Condition

Returned products must be in unused and resalable condition unless the return is made pursuant to an approved warranty claim.

10. CHANGES AND CANCELLATION

10.1 Changes

The Buyer may request changes to an order, but PIINC may accept or reject the requested change.

The Buyer shall pay all additional costs resulting from an approved change, including material, labour, engineering, manufacturing, administrative, shipping, supplier, and cancellation costs.

10.2 Cancellation

The Buyer may not cancel an accepted order without PIINC’s prior written consent.

If PIINC agrees to a cancellation, the Buyer shall pay PIINC’s reasonable cancellation costs, including amounts payable to manufacturers or suppliers, materials purchased, production costs, engineering costs, administrative costs, shipping costs, restocking charges, and other losses reasonably incurred.

10.3 Custom Orders

Custom, special-order, non-stock, or specially manufactured products may not be cancelled unless expressly agreed in writing by PIINC.

11. PRICES, TAXES AND GOVERNMENT CHARGES

11.1 Prices

Unless otherwise stated, quoted prices are based on the information and costs available to PIINC at the time of quotation.

11.2 Taxes

Prices exclude GST, PST, HST, customs duties, tariffs, brokerage fees, import charges, and other taxes or government charges unless expressly stated otherwise.

The Buyer shall pay all applicable taxes and charges for which the Buyer is responsible under applicable law.

11.3 Price Adjustments

Where, after acceptance of an order and before shipment, PIINC incurs a material increase in supplier pricing, freight, tariffs, duties, taxes, exchange rates, or other costs outside PIINC’s reasonable control, PIINC may notify the Buyer of a revised price.

If the Buyer does not accept the revised price within five (5) business days after receiving notice, PIINC may cancel the affected portion of the order and refund amounts paid for products PIINC does not supply, subject to applicable law.

12. PAYMENT

12.1 Payment Terms

Payment terms shall be as stated in PIINC’s quotation or invoice.

12.2 Late Payment

Amounts not paid when due may bear interest at the lesser of:

(a) 1.5% per month (18% per annum); or

(b) the maximum lawful rate.

12.3 Suspension of Performance

If the Buyer fails to make payment when due, PIINC may suspend further production, shipment, delivery, warranty processing, or other performance until all overdue amounts are paid.

12.4 Collection Costs

To the maximum extent permitted by law, the Buyer shall reimburse PIINC for reasonable costs incurred in collecting overdue amounts, including reasonable legal fees and collection expenses.

12.5 Credit

PIINC may establish, modify, suspend, or withdraw credit terms at any time based on the Buyer’s creditworthiness and payment history.

13. DELIVERY

13.1 Delivery Dates

Delivery dates are estimates unless PIINC expressly agrees in writing to a guaranteed delivery date.

PIINC shall use commercially reasonable efforts to meet estimated delivery dates but shall not be liable for delays caused by circumstances beyond PIINC’s reasonable control.

13.2 Delays

PIINC shall not be liable for losses arising from delays caused by:

· manufacturers;

· suppliers;

· carriers;

· customs;

· government authorities;

· labour disruptions;

· material shortages;

· transportation problems;

· port closures;

· weather;

· natural disasters;

· war;

· sanctions;

· epidemics or pandemics;

· power failures;

· equipment failures; or

· other causes beyond PIINC’s reasonable control.

13.3 Partial Delivery

PIINC may make partial deliveries unless otherwise agreed in writing.

14. SHIPPING, TITLE AND RISK OF LOSS

14.1 Delivery Terms

The applicable quotation, invoice, or order confirmation shall identify the applicable delivery term where appropriate, including any applicable Incoterms® rule.

14.2 Risk of Loss

Risk of loss shall pass to the Buyer in accordance with the applicable delivery term agreed by the Parties.

14.3 Title

Unless otherwise agreed in writing, title to the products shall pass to the Buyer upon full payment of the purchase price, to the extent permitted by applicable law.

Where PIINC retains title until payment, the Buyer shall not sell, pledge, encumber, or otherwise dispose of the products except in the ordinary course of business and subject to applicable law.

15. FORCE MAJEURE

PIINC shall not be liable for any delay, failure, or inability to perform caused directly or indirectly by circumstances beyond its reasonable control, including:

· natural disasters;

· earthquakes;

· floods;

· fires;

· explosions;

· epidemics or pandemics;

· war;

· terrorism;

· sanctions;

· government action;

· export or import restrictions;

· embargoes;

· customs delays;

· transportation disruption;

· strikes;

· labour shortages;

· supplier failures;

· manufacturer delays;

· shortages of raw materials;

· shortages of components;

· power failures;

· machinery failures; or

· other causes beyond PIINC’s reasonable control.

The affected delivery or performance period shall be extended for a reasonable period corresponding to the delay.

16. LIMITATION OF LIABILITY

16.1 Maximum Aggregate Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PIINC’S TOTAL AGGREGATE LIABILITY TO THE BUYER AND ALL PERSONS CLAIMING THROUGH OR UNDER THE BUYER, ARISING OUT OF OR RELATING TO ANY QUOTATION, ORDER, PRODUCT, SALE, DELIVERY, WARRANTY, SERVICE, BREACH OF CONTRACT, NEGLIGENCE, TORT, STATUTE, OR OTHER CLAIM, SHALL NOT EXCEED THE ACTUAL PURCHASE PRICE PAID TO PIINC FOR THE SPECIFIC PRODUCT OR PRODUCTS GIVING RISE TO THE CLAIM.

The limitation in this Section applies in the aggregate to all claims, causes of action, legal theories, losses, and proceedings arising from the same product, transaction, or occurrence.

16.2 Application

The limitation in Section 16.1 applies regardless of the legal theory on which the claim is based, including contract, warranty, negligence, negligent misrepresentation, tort, statute, or otherwise, except to the extent such limitation is prohibited by applicable law.

16.3 No Double Recovery

The Buyer shall not recover more than once for the same loss or damage regardless of the number of legal theories, claims, parties, or proceedings asserted.

16.4 Non-Excludable Liability

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

17. EXCLUSION OF CONSEQUENTIAL AND INDIRECT DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PIINC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, AGGRAVATED, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE PRODUCTS OR ANY SALE, INCLUDING:

(a) loss of profit;

(b) loss of revenue;

(d) loss of use;

(e) downtime;

(f) business interruption;

(g) loss of contracts;

(h) loss of business opportunities;

(i) loss of goodwill;

(j) cost of substitute equipment;

(k) cost of substitute products or services;

(l) increased operating costs;

(m) costs of removal or reinstallation;

(n) damage to mating equipment;

(o) damage to other equipment;

(p) drilling or well-service delays;

(q) rig downtime;

(r) production interruption;

(s) loss of reservoir or well productivity; or

(t) any other economic or commercial loss.

This exclusion applies whether or not PIINC was advised of the possibility of such loss or damage.

Nothing in this Section excludes or limits liability that cannot lawfully be excluded or limited.

18. BUYER INDEMNIFICATION

The Buyer shall defend, indemnify, and hold harmless PIINC, its directors, officers, employees, agents, representatives, and insurers from and against claims, demands, actions, losses, damages, liabilities, costs, and reasonable legal expenses arising from:

(a) the Buyer’s improper installation, operation, maintenance, storage, modification, repair, or use of the products;

(b) the Buyer’s failure to follow manufacturer instructions or safety requirements;

(d) use of products outside their specified or intended application;

(e) use of products after the Buyer knew or reasonably should have known that they were defective or unsafe;

(f) the Buyer’s violation of applicable laws or regulations; or

(g) the Buyer’s combination or integration of the products with other equipment, systems, components, or materials in a manner not authorized by the manufacturer or PIINC.

The Buyer’s indemnification obligations do not apply to the extent that the applicable claim is finally determined to have been caused by PIINC’s own negligence, wilful misconduct, or liability that cannot lawfully be transferred to the Buyer.

The Buyer shall promptly notify PIINC in writing of any claim for which indemnification may be sought and shall reasonably cooperate with PIINC in the defense of such claim. PIINC may participate in the defense of any such claim to the extent permitted by applicable law.

19. THIRD-PARTY PRODUCTS AND MANUFACTURERS

Where products are manufactured by a third party, the Buyer acknowledges that:

(a) PIINC is not the manufacturer;

(b) product design and manufacturing are controlled by the manufacturer;

(d) PIINC’s warranty obligation is limited to any warranty expressly provided by PIINC or passed through from the manufacturer; and

(e) PIINC may assist the Buyer with communications with the manufacturer but does not guarantee the manufacturer’s response or warranty decision.

Nothing in this Section prevents PIINC or its insurers from pursuing any legally available claim against a manufacturer, supplier, carrier, contractor, or other responsible party.

20. INSURANCE AND RIGHTS OF RECOVERY

Nothing in these Terms, the quotation, order confirmation, invoice, or any other transaction document shall be construed as waiving, releasing, impairing, or limiting any right of recovery, contribution, indemnity, or subrogation available to PIINC or PIINC’s insurers against any manufacturer, supplier, carrier, contractor, or other responsible party, except to the extent expressly agreed in writing by PIINC and, where applicable, approved by PIINC’s insurer.

The Buyer shall not require PIINC to waive any such rights as a condition of purchasing products from PIINC unless expressly agreed in writing by PIINC.

21. TECHNICAL INFORMATION AND ADVICE

Any technical information, product information, specifications, drawings, recommendations, or comments provided by PIINC are provided for general commercial and informational purposes unless PIINC expressly agrees in writing to provide professional engineering or other specialized services.

The Buyer remains responsible for verifying the suitability of products for the Buyer’s application.

PIINC shall not be responsible for damages arising solely from the Buyer’s reliance on technical information where the relevant information was incomplete, inaccurate, or changed by the manufacturer and PIINC had no reasonable knowledge of the issue.

22. INTELLECTUAL PROPERTY AND PRODUCT DOCUMENTATION

All manufacturer drawings, specifications, manuals, trademarks, technical documents, photographs, and other intellectual property remain the property of their respective owners.

The Buyer shall not reproduce or commercially distribute proprietary technical materials supplied by PIINC or its suppliers without authorization.

23. CONFIDENTIALITY

Pricing, quotations, product costs, supplier information, technical information, and other commercially sensitive information provided by PIINC shall be treated as confidential by the Buyer and shall not be disclosed to third parties except as reasonably necessary for the Buyer’s evaluation or use of the products, or as required by law.

24. EXPORT, IMPORT AND SANCTIONS

The Buyer shall comply with all applicable export, import, customs, sanctions, trade-control, and end-use laws and regulations.

The Buyer shall not use, resell, transfer, or export products in violation of applicable laws or sanctions.

PIINC may refuse or suspend an order where PIINC reasonably determines that performance could violate applicable law or expose PIINC to sanctions or regulatory risk.

25. CANCELLATION OR SUSPENSION BY PIINC

PIINC may cancel or suspend an order where:

(a) the Buyer fails to pay amounts when due;

(b) the Buyer’s creditworthiness materially deteriorates;

(d) a manufacturer or supplier becomes unable to supply the products;

(e) performance becomes illegal or materially impracticable due to government action, sanctions, or export/import restrictions; or

(f) other circumstances materially outside PIINC’s reasonable control prevent performance.

In such circumstances, PIINC’s liability shall be limited to the remedies expressly provided under these Terms and applicable law.

26. LIMITATION OF CLAIM PERIOD

To the maximum extent permitted by applicable law, any claim by the Buyer arising from or relating to a product, sale, order, or these Terms must be commenced within one (1) year after the date on which the Buyer knew or reasonably should have known of the facts giving rise to the claim.

Nothing in this Section is intended to shorten a limitation period that cannot legally be shortened.

27. DISPUTE RESOLUTION

Before commencing litigation, the Parties shall make reasonable efforts to resolve any dispute through good-faith discussions between authorized representatives.

If the dispute cannot be resolved through such discussions, either Party may pursue the remedies available under applicable law.

28. GOVERNING LAW AND JURISDICTION

These Terms and every contract of sale between PIINC and the Buyer shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the applicable laws of Canada, without regard to conflict-of-law principles.

The Parties submit to the jurisdiction of the courts of British Columbia, Canada, for disputes arising from or relating to these Terms or any sale by PIINC, except where applicable law requires otherwise.

29. NO WAIVER

PIINC’s failure to enforce any provision of these Terms on one occasion shall not constitute a waiver of that provision or prevent PIINC from enforcing it in the future.

30. SEVERABILITY

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

31. ASSIGNMENT

The Buyer may not assign or transfer its rights or obligations under a contract with PIINC without PIINC’s prior written consent.

PIINC may assign its rights or obligations to an affiliate, successor, purchaser of substantially all of its relevant business or assets, or other permitted assignee.

32. AMENDMENTS

No modification or amendment to these Terms shall be binding on PIINC unless expressly accepted in writing by an authorized representative of PIINC.

33. NO ORAL REPRESENTATIONS

No oral statement, representation, promise, recommendation, or commitment made by any PIINC employee, sales representative, agent, or other representative shall modify these Terms or create any warranty, guarantee, or obligation unless expressly confirmed in writing by an authorized representative of PIINC.

34. ELECTRONIC COMMUNICATIONS

The Buyer agrees that quotations, invoices, order confirmations, notices, approvals, and other contractual communications may be provided electronically.

Electronic records and communications may be used as evidence of the Parties’ agreement and transactions, subject to applicable law.

35. ORDER OF PRECEDENCE

In the event of an inconsistency among contractual documents, the following order of precedence shall apply unless expressly agreed otherwise in writing:

1. a written agreement signed by both PIINC and the Buyer;

2. PIINC’s written quotation and any expressly incorporated special terms;

3. PIINC’s written order confirmation;

4. these Terms and Conditions of Sale; and

5. the Buyer’s purchase order, but only to the extent its terms are expressly accepted by PIINC in writing.

No term in a Buyer’s purchase order shall supersede these Terms merely because PIINC ships products, acknowledges receipt of the purchase order, or otherwise performs the order.

36. BUYER ACKNOWLEDGMENT

By placing an order with PIINC, whether by email, purchase order, electronic communication, or other means, the Buyer acknowledges that:

(a) it has had an opportunity to review these Terms;

(b) it accepts these Terms;

(c) it is purchasing the products for business or commercial purposes, except where PIINC expressly agrees otherwise in writing;

(d) it has independently determined the suitability of the products for its intended application except for any specific written commitment expressly made by PIINC;

(e) it understands that PIINC is generally a distributor, reseller, importer, or trading intermediary rather than the manufacturer of the products; and

(f) it agrees that these Terms form part of the contract of sale.

37. WEBSITE INCORPORATION AND VERSION CONTROL

PIINC may make these Terms available electronically at:

https://www.prosperinginternational.com/home/terms-and-conditions-of-sale

The quotation shall identify the applicable version or effective date of these Terms where reasonably practicable.

Where PIINC’s quotation expressly incorporates these Terms by reference, the Buyer acknowledges that these Terms form part of the applicable contract of sale.

PIINC shall maintain records of the version of these Terms applicable to each quotation and order.

PROSPERING INTERNATIONAL INC.
Vancouver, British Columbia, Canada

Terms and Conditions Version: PIINC-TC-2020-08
Effective Date: August 6, 2020

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