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Acceptance

The Customer agrees to provide Fluid Life with reliable, accurate and complete information, as required to execute the defined Scope of Work.

The terms shall be deemed accepted unless rejected within three (3) days of receipt in writing by return e-email. This contract is binding; there is no agreement or understanding other than as stated or referred to in this contract.

The term and conditions as stated in this document govern in event of conflict with any terms of Fluid Life’s contract, and are not subject to change by reasons of any written or verbal statement by Fluid Life or by any terms stated in Fluid Life’s acknowledgment.

Contract Term & Renewal

It is understood that the term of this agreement should extend to the remainder of the useful economic life of the Customer. Further, this Agreement will automatically renew annually on the anniversary date of this Agreement. Should either party wish to renegotiate the terms and conditions of this Agreement, formal notification must be provided to the other party three (30) days prior to anniversary date of the Agreement.

Contracts / Proposals

Contracts or proposals, signed by authorized representatives from both parties subject to the agreement for services, constitutes a full and complete contract between the parties for the supply and/or services as outlined in the agreement.

Price

Unless otherwise specified in this Document or subsequent Change Orders, the Customer shall be responsible for payment based upon the agreement. These agreed prices will escalate annually, on the anniversary date of this agreement, based on the Canadian Consumer Price Index for the preceding twelve (12) months. Unless otherwise agreed to, Fluid Life Corporation is responsible for all costs of their Personnel including wages, salaries and on costs as well as amounts in respect of meals, accommodation, transportation, mileage, telephone charges, photocopying, travel time, stand-by time, or incremental overtime rates.

Warranty

Fluid Life warrants all supplies and/or services covered by the contract to be free from defect in workmanship and materials, to conform strictly to applicable specifications and to be fit for the purpose which purchased.

Fluid Life warrants that services referred to in this contract are performed in compliance with all applicable Federal, Provincial and local laws and all applicable Federal agency regulations.

Fluid Life warrants that the Services shall be performed with reasonable care in a diligent and competent manner. Fluid Life’s sole obligation shall be to correct any non-conformance with this warranty, provided that the Customer gives Fluid Life written notice within seven (7) days after the Services are performed or substantially complete.

Fluid Life does not warrant and is not responsible for any third party products or services that are not provided by Fluid Life under this agreement. The Customer’s sole and exclusive rights and remedies with respect to such third party products or services are against such third party vendor and not against Fluid Life.

This section is Fluid Life’s only warranty concerning the services and any deliverable, and is made expressly in lieu of all other warranties and representations, express or implied.

Sample Retention

Fluid Life holds Customer samples for a period of 7 days from receipt to allow for additional testing requested after the reports are issued.

Cancellation

Fluid Life reserves the right to cancel this contract without cause at any time prior to completion by giving 30 Days written notice of such cancellation to the Customer.

Force Majeure

Notwithstanding any other provision of this Agreement, if either Party is wholly or partly unable to perform its obligations under this Agreement by reason of any event beyond its reasonable control (an “Event of Force Majeure”), such party shall be relieved of such obligations to the extent, and for the period, that it is affected by the Event of Force Majeure; provided that the affected party gives the other party prompt notice of such inability and the nature, cause and expected duration of the Event of Force Majeure. An Event of Force Majeure may include, but not necessarily be limited to, fire, flood, earthquake, civil disturbance, war rationing, embargoes, strikes or lockouts, acts of God, or acts of government; but shall not include a lack of finances of either party, a strike or lockout of any Personnel of the Customer, any failure of equipment of the Customer or its Personnel, or any delay of the Customer or its Personnel in obtaining any Goods or materials. The party affected by the Event of Force Majeure shall use all reasonable efforts (having regard to Good Industry Practices) to remedy the situation and remove, so far as possible and with reasonable dispatch, the cause of its inability to perform; provided that there shall be no obligation on the affected party to test or to refrain from testing the validity of any order, regulation or law in any court having jurisdiction. The affected party shall give prompt notice to the other party of cessation of the Event of Force Majeure.

Turnaround Time

While every effort is taken by Fluid Life and its employees to ensure that results/reports are timely presented to the Customer, Fluid Life does not guarantee turnaround times nor is it responsible for any late delivery of services/goods because of circumstance beyond its control. In no event will Fluid Life be held liable for damages of any kind, including without limitation, direct, incidental or consequential damages arising out of the use of or inability to use Fluid Life’s testing results and/or because of a delay in Fluid Life providing test results, or in the test results or claims attributable to errors, omission of other inaccuracies in the interpretations thereof. The maximum monetary amount that the Company would be liable for is reimbursement for the cost of the test and testing services received by the Customer.

Labour Disruption

In the event of a Labour Disruption, Fluid Life will continue to provide services under the terms of this contract although will not be compelled to complete work on site by crossing a legally constituted picket line. To the extent possible, all tasks will be completed remotely.

Confidentiality

Fluid Life will not disclose information or test result to anyone other than the Customer with the Customer’s written authorization and consent.

We may use the data in an aggregate form for all of our Customer’s benefit. The aggregation process combines thousands of results daily together, and confidentiality of the individual results is not compromised.

Both the Customer and Fluid Life agree to protect confidential information in a reasonable and appropriate manner or in accordance with applicable professional standards and use such information only to perform the obligations under this Agreement.

Reproduction

Reports or any results shall NOT be reproduced, without the prior written consent of Fluid Life. Reports and any results will be emailed in pdf format to the Customer.

Use of Reports

Every reasonable care is taken to ensure that the reports are accurate. Regarding the conclusion and/or opinions drawn from the result of these tests, Fluid Life does not accept
responsibility for any matters arising or consequences from the further use of these report and/or certificates by third parties.

Electronic Transmission

Reports are issued free of any alterations or additions. Fluid Life does not accept any liability whatsoever for the tampering or any unlawful alteration of documents sent via any electronic transmission media.

Reproduction

Reports or any results shall NOT be reproduced, without the prior written consent of Fluid Life. Reports and any results will be emailed in pdf format to the Customer.

Indemnity

The Customer agrees to indemnify, defence and hold Fluid Life harmless from and against all losses, expenses, damages and costs, including reasonable legal fees arising out of or relating to any misuse by the Customer of the content and/or services provided by Fluid Life.

Outsourcing

Fluid Life reserves the right to outsource testing to one of our three facilities or to a third party laboratory as necessary. Services are only outsourced to competent organization as
approved by Fluid Life.

Returns

Fluid Life must be notified of any discrepancies in a shipment of supplies within 48 hours of receiving the shipment. Unused items may be returned within 30 days of original shipping date and are subject to a restocking fee of 15%.

Patents

Any possible infringement of any patent rights of formulation or processes or any other patent right is the sole responsibility and liability of the Customer.

Payment Terms

Payment terms are net thirty (30) days from the date of invoice.. Any payments not made within thirty (30) days of the date of this invoice shall be subject to a late payment charge.

Overdue Charges

If any invoiced amount is not received by Fluid Life by the due date, then without limiting our right or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or we may condition future services to payment terms shorter that those specified.

Suspension of Service & Acceleration

If any amount owing by the Customer under this or any other agreement for our services is 30 days or more day overdue (or 10 or more days overdue in the case of amounts you have authorized Fluid Life to charge to your credit card), we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligation become immediately due and payable, and suspend our services to you until such amounts are paid in full. Other than for Customers paying by credit card or direct debit whose payment has been declined, we will give you at least 10 days’ prior notice that your account is overdue before suspending service.

Contract

A legal contract between the customer and Fluid Life will be deemed to have been constituted upon the receipt by the Customer of goods/services/reports.

Risk Allocation

Fluid Life total liability relating to this Agreement shall in no event exceed the fees Fluid Life receives hereunder for the portion of the work giving rise to liability, or include any special, consequential, incidental or exemplary damages or loss (nor any lost profits, savings or business opportunity).

As Fluid Life is performing the Services solely for the benefit of Customer, the Customer will indemnify Fluid Life, its affiliates and their partners, principals and personnel against all costs, fees, expenses, damages and liabilities (including defense costs) associated with any third party claim, relating to or arising as a result of the Customer’s use of the Deliverables, or this Agreement to the extent such is caused by the negligent or willful acts or omissions of the Customer’s personnel, subcontractor or agents.

General

Applicable sales taxes are extra and the responsibility of the Customer All quotes/ proposals given are valid for 30 days only, unless otherwise stated.