Province of British Columbia

Purchase Order Terms and Conditions (Jan 1, 2002)

 1.The terms and conditions contained on this Purchase Order and the ITQ (under which this Purchase Order is issued) will constitute the full and complete agreement between the parties (the "Agreement").

 2.The Contractor must promptly notify the Province, at the Purchasing Commission as noted on the ITQ if the order cannot be filled.

 3.The Province reserves the right to cancel this Agreement, if promised or specified delivery is not met or if goods or services fail to meet specification requirements. Over shipments against this order may be returned with all freight charges to the Contractor's account. Order numbers must be shown on all invoices, packing slips and packages. Shipments must be accompanied by a properly completed delivery slip.

 4.The Province has the right of inspection and approval. Inspection by the Province of advance samples shall not constitute final acceptance and the Contractor will remain bound by any warranties set out in the specification requirements. No substitutions are permitted unless previously agreed to by the Province and confirmed in writing.

 5.The Contractor must indemnify the Province against any claim of any person, firm, or corporation alleging that the sale by the Contractor to the Province hereunder constitutes an infringement of patent rights, copyright or any other intellectual property rights.

 6.The Contractor is an independent contractor and must indemnify, protect, and save harmless the Province, its agents, employees, successors and assigns from any and all damage, liabilities and claims of whatsoever nature arising out of the furnishing by the Contractor, its agents or employees, of the materials and/or performing of the services covered by this order or incidental or ancillary thereto.

 7.The Contractor must not change prices, terms or conditions without the prior written permission of the Purchasing Agent as noted on this Purchase Order.

 8.The Agreement is governed by the laws of the Province of British Columbia.

 9.Notwithstanding any other provision of the Agreement, the payment of money by the Province to the Contractor under the Agreement is subject to:

 a)there being sufficient monies available in an appropriation, as defined in the FINANCIAL ADMINISTRATION ACT, RSBC 1996 Chapter 138, as amended from time to time (the "Act"), to enable the Province, in any fiscal year or part thereof when any payment of money by the Province to the Contractor falls due under this Agreement, to make that payment; and

 b)Treasury Board, as defined in the Act, not having controlled or limited expenditure under any appropriation referred to in subparagraph (a) of this paragraph.

 10.The Contractor must not provide any goods or services to any person which in the Province's reasonable opinion could give rise to a conflict of interest between the Contractor's duties to that person and the Contractor's obligations to the Province under the Agreement.

 11.Time will be of the essence in this Agreement.

 12.The Contractor must comply with all applicable laws in providing the goods/services specified.

 13.Payment terms are subject to the Province of British Columbia's interest on overdue accounts payable regulations.

 14.The Province is dedicated to successful negotiation with the Contractors to resolve any conflict arising in the performance of this Agreement. In the event of unsuccessful informal negotiations however, the following clause applies:

- All disputes rising out of or in connection with this contract, or in respect of any defined legal relationship associated therewith or derived therefrom, will be referred to and finally resolved by arbitration administered by the British Columbia International Commercial Arbitration Centre pursuant to its Rules of Procedure. The place of arbitration will be Vancouver, British Columbia, Canada.