Volant’s Supplier Terms and Conditions

These Supplier Terms & Conditions (“Terms & Conditions”) shall apply to all purchase orders issued by Volant Products Inc., its affiliates and subsidiaries (“Volant”) to the supplier of products and services as indicated on the Purchase Order.

  1. TERM OF AGREEMENT The purchase order, together with these terms & conditions, and any attachments or exhibits, whether physically attached or incorporated by reference (collectively, the “Purchase Order”) constitutes the entire and exclusive agreement between Volant and the Supplier identified in the Purchase Order. Volant’s submission of the Purchase Order is conditioned on Supplier’s agreement that any terms different from or in addition to the terms of the Purchase Order, whether communicated orally or contained in any Purchase Order confirmation, invoice, acknowledgement, release, acceptance or other written correspondence, irrespective of the timing, shall not form a part of the Purchase Order, even if Supplier purports to condition its acceptance of the Purchase Order on Volant’s agreement to such different or additional terms. Notwithstanding the foregoing, if a master agreement covering procurement of the work described in the Purchase Order exists between Supplier and Volant, the terms of such master agreement shall prevail over any inconsistent terms herein.

  2. PRICE AND PAYMENT Volant shall issue the Purchase Order to Supplier, usually after requesting a quote from the Supplier. Purchase Orders shall be inclusive of taxes, transportation costs, surcharges and any other applicable additional costs, unless otherwise agreed. Supplier will have twenty four (24) hours to accept or reject the Purchase Order by written or verbal acknowledgement to Volant. If no acknowledgement is received within this time period, the Purchase Order is deemed accepted and may not be varied unless mutually agreed upon in writing by both parties. Volant may cancel any Purchase Order prior to acceptance or deemed acceptance without being liable for any payment obligations.

    Supplier may issue an invoice following delivery of the Products or Services or as otherwise agreed by the parties. Volant pays all Supplier invoices between 45 and 60 days post invoice date. Cheques are issued twice per month, on the 15th and 30th of each month.

  3. TAXES Any taxes payable shall be separately identified and stated in all invoices prepared by Supplier. Supplier shall cooperate with Volant in obtaining any available remission or refund of duty paid by Supplier or its subcontractors with respect to any portion of the Purchase Order, and Supplier shall require similar cooperation from its subcontractors. All amounts received in such remission shall be held in trust for Volant and shall be forwarded to Volant forthwith.

  4. CHANGES Volant shall have the right to make changes to the Purchase Order at any time by written notice to Supplier. If the change triggers an increase or decrease in costs, Supplier shall notify Volant in writing within twenty-four (24) hours of receiving the change. The Parties will mutually agree on any adjustment to price prior to implementing the change. Failure by Supplier to request an adjustment within the time period will constitute a waiver by Supplier to make a claim for adjustment, and will be deemed acceptance to perform the Purchase Order Change under the original price and conditions.

  5. MATERIALS “Products” means tangible goods specified in the Purchase Order to be delivered to Volant on the scheduled delivery date. “Services” means any work or duties to be performed as specified in the Purchase Order. Volant may supply products, services, or general materials (the “Materials”) to Supplier to be used in Supplier’s provision of the Products or Services to Volant. Supplier warrants that it will use these Materials for the sole purpose of the Purchase Order, that it will not reverse engineer, reproduce or otherwise alter the Materials except in accordance with the Purchase Order and it will apply such a degree of care and attention so as to prevent loss or damage to the Materials. Supplier shall be liable to Volant for the full replacement value of any lost or damaged Materials forthwith.

  6. DELIVERY Time is of the essence in Supplier’s performance of its obligations under the Purchase Order. Supplier shall deliver Products on the requested delivery date. Early delivery may result in products being sent back to Supplier to be held until the delivery date. Supplier will immediately notify Volant if Supplier’s timely performance is delayed or is likely to be delayed, prior to the delivery date. In the event of delay, Volant shall discount the total purchase price by one percent (1%) per day. If Supplier delivers Products after the delivery date, Volant may reject the work.

  7. TRANSPORTATION Supplier will preserve, pack, package and handle the Products so as to protect them from loss or damage and in a manner that is in accordance with applicable regulations and laws, acceptable to common carriers, adequate for storage and protection against weather, and is appropriate to ensure safe arrival of the Products at the named destination. Unless otherwise specified, Supplier shall mark all containers with necessary lifting, handling, and shipping information, and any other information identified by Volant. Supplier shall include with each delivery of Products the necessary technical documentation. Volant may select the means of transport and carrier for shipment of the Products. All deliveries should be made within normal business hours on the scheduled delivery date at the place indicated on the Purchase Order unless otherwise agreed. Partial deliveries shall not be accepted without Volant’s prior authorization.

  8. INSPECTION Supplier shall make a full inspection of the Products prior to shipment; and the same shall be subject to Volant’s inspection and approval prior to acceptance. If in Volant’s opinion, the Products fail to conform to agreed specifications or are otherwise defective, Volant may reject them and require Supplier to promptly replace or rectify the non-conforming or defective products at Supplier’s expense and risk.

  9. CONFIDENTIALITY Supplier shall (a) not advertise or publish, in any manner, that Volant has placed the Purchase Order, (b) maintain as confidential and proprietary all information provided by Volant pursuant to the Purchase Order (“Volant’s Information”) and not divulge or disclose any of Volant’s Information to third parties without the prior written consent of Volant, (c) not use any of Volant’s Information to the detriment of Volant or the benefit of third parties, and (d) return all of Volant’s Information as directed by Volant upon termination or expiration of the Purchase Order or as otherwise requested by Volant.

  10. INTELLECTUAL PROPERTY If Volant furnishes specifications, requirements, designs, drawings and the like (“Specifications”) to Supplier for the manufacture of Products or provision of Services, Volant is and remains the sole owner of all Specifications, and all intellectual property rights therein. Volant is and remains, or shall be, the sole and exclusive owner of all improvements in, modifications to, derivative works of, all Specifications, and all intellectual property rights therein, which are made, developed, conceived or reduced to practice solely or jointly by Supplier. Supplier hereby grants, assigns, and transfers to Volant all rights (whether present or future), title, and interest in and to said improvements in, modifications to, and derivative works of, all Specifications, and intellectual property rights therein, and shall cause its employees, consultants, contractors and/or agents (and their employees) to grant, assign, and transfer to Supplier or Volant all their rights, title and interest in the foregoing.

  11. WARRANTIES The Products and/or Services (i) shall conform to Supplier’s representations, to the descriptions, samples and models furnished by Supplier, to industry standards and practices for similar Products and/or Services and to all of Volant’s specifications, (ii) are new and of good material and workmanship and free from defects in design, (iii) are and will remain free from defects in material, workmanship and design for twelve (12) months from the date of delivery to Volant; (iv) are fit for any ordinary or known particular purpose, and (v) are manufactured, procured and produced in compliance with all applicable laws and regulations. Supplier also warrants it has and shall transfer good and marketable title to the Products to Volant free and clear of any liens, adverse claims or other encumbrances. If any Products and/or Services are found to be defective during the warranty period, Volant may return the same to Supplier at Supplier’s expense and risk and Supplier shall promptly repair or replace the defective Products and/or Services, or at Volant’s election, refund or credit Volant.

    If Supplier fails to promptly initiate and complete repair or replacement of Products or Services after Volant has given notice of defect, imperfection, fault or breach of warranty, Volant may perform or have a third party perform the necessary repair or replacement and Supplier shall pay to Volant the full costs of this work, plus any additional costs, loss or damages incurred by Volant as a result.

    Supplier agrees that the foregoing warranties benefit Volant and its customers respectively. The warranties and remedies set out are in addition to those specified in the respective customer contracts and will continue into force after acceptance of any Products or Services by Volant.

  12. INDEMNITIES In this Section 12 “Claim” means every claim, demand, cause of action, judgment, proceeding, damage, liability, loss or expense of any kind including litigation costs and reasonable legal fees. Supplier shall be liable for and shall defend, release, indemnify and hold harmless Volant and its affiliates and their respective agents, representatives, consultants, directors, officers, assigns, and employees (the “Volant Group”) from and against all Claims arising out of death, illness or injury, property loss or damage, or any other loss, damage or cost, as a result of or in connection with the negligent acts or omissions of Supplier, its subcontractors, and all their respective employees, agents and representatives, or breach of Supplier’s obligations under the Purchase Order.

    Supplier shall be liable for and shall defend, release, indemnify and hold harmless the Volant Group from and against all claims arising out of any actual or alleged infringement of any patent, copyright, trademark or any other intellectual property or proprietary right, or any litigation based thereon, with respect to any Product or Services (or part thereof), except to the extent that such infringement results solely from the manufacture of the Products or provision of Services pursuant to the detailed proprietary designs furnished by Volant.

    Notwithstanding any other provision herein, neither party shall be liable to the other for any punitive, indirect, or consequential damages sustained by the other (or its affiliates) in connection with the performance of the Purchase Order, including without limitation, business interruptions, loss of profits, loss of revenues, loss of use of assets and loss of contracts.

  13. TERMINATION Volant may terminate the Purchase Order in whole or in part for cause if Supplier: (i) fails to comply with the terms of the Purchase Order; (ii) becomes insolvent, makes an assignment for the benefit of creditors, is not able to pay its debts generally as they come due, institutes or is the subject of any proceedings for relief from debtors, insolvency, receivership, bankruptcy, winding-up or dissolution, appoints a receiver, trustee, monitor or liquidator over any assets of Supplier or ceases to carry on business.

    Volant may terminate the Purchase Order in whole or in part for convenience at any time upon written notice to the Supplier. The notice shall specify to what extent the Purchase Order is terminated and what date termination is effective. Upon receipt of this notice, Supplier will stop performance of the Purchase Order as required. Volant shall pay to Supplier a mutually agreed termination charge reflecting any work actually performed prior to termination. In no event shall Volant be liable for any consequential damages that may be sustained by Supplier as a result. Notwithstanding the foregoing, Volant may cancel the Purchase Order at any time prior to acceptance of the Purchase Order by the Supplier per Article 2 at no cost.

  14. ASSIGNMENT AND SUBCONTRACTING Neither party shall, without prior written consent, have the right to assign its rights and obligations under the Purchase Order. Supplier may not subcontract, in whole or in part, any of its rights or obligations under the Purchase Order without Volant’s prior written consent.

  15. GOVERNING LAW The Purchase Order will be governed by and construed in accordance with the laws of the Province of Alberta.

  16. INDEPENDENT CONTRACTOR Supplier is an independent contractor and the Purchase Order shall not be construed as creating a joint venture, partnership or similar between the parties. All persons engaged by Supplier or Supplier’s subcontractors in connection with the Purchase Order shall be deemed to be Supplier’s agents or employees and not Volant’s agents or employees.

  17. AUDIT Volant shall have the right to inspect and audit at all reasonable times Supplier’s records pertaining to the Products and Services, and Supplier’s compliance with the Purchase Order. Such right shall continue for a period of ten (10) years following completion or termination of the Purchase Order. Supplier shall be obligated to retain such accounts and records for at least ten (10) years following completion or termination of the Purchase Order.

  18. TRADE CONTROL Supplier represents and warrants that it will comply with all applicable local and national laws and regulations pertaining to its performance of its obligations under the Purchase Order. In particular and without limitation, Supplier shall not act in any fashion or take any action that will render Volant liable for a violation of any applicable anti-bribery legislation (including without limitation, the Corruption of Foreign Public Officials Act (Canada), U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010), which prohibits the offering, giving or promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist in retaining or obtaining business or in performing the work.

  19. NOTICE Any notice to be given under the Purchase Order will be in writing and addressed to the party at the address stated on the front of the Purchase Order. Notices will be deemed given and effective: (i) if personally delivered, upon delivery, (ii) if sent by an overnight service with tracking capabilities, upon receipt; (iii) if sent by fax or electronic mail, at such time as the party which sent the notice receives confirmation of receipt by the applicable method of transmittal; or (iv) if sent by certified or registered mail, within five (5) days of deposit in the mail.

  20. SEVERABILITY If any court of competent jurisdiction holds that any provision of the Purchase Order is illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of the Purchase Order will not be affected or impaired, and all remaining terms of the Purchase Order remain in full force and effect, provided that this provision shall not be applied to defeat the intent of the parties.

  21. WAIVER A party’s election not to insist on strict performance of any requirement of the Purchase Order will not operate or be construed to waive any future omission or breach, or any other provision of the Purchase Order.