Terms & Conditions

These terms and conditions govern the sale of all products and services (“products”) by 802471953BC0001 (“Northland First Aid Inc.”) and apply notwithstanding ant conflicting, contrary or additional terms and condition in any purchase order or other document or communication from a buyer.Submission by a buyer to Northland First Aid Inc. of an order shall constitute the buyer’s acceptance of these terms and conditions. Neither Northland First Aid Inc.’s acknowledgement of a purchase order nor Northland First Aid Inc.’s failure to object to conflicting, contrary or additional terms and conditions in a purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof.

1. ORDERS.

All orders are subject to acceptance by Northland First Aid Inc.. No orders for Products may be cancelled without Northland First Aid Inc.’s written consent. Northland First Aid Inc. reserves the right to allocate sales of Products among its customers in its sole discretion.

2. PRICES

Prices shall be as specified by Northland First Aid Inc. and shall be subject to increase in the event of an increase in Northland First Aid Inc.’s costs or other circumstances beyond Northland First Aid Inc.’s reasonable control. Prices are exclusive of federal, provincial, local or any other taxes, charges, levies and duties, shipping charges, forwarding agent’s and broker’s fees, consular fees and document fees. If Northland First Aid Inc. shall be liable for or shall pay any of the foregoing, the Northland First Aid Inc. shall charge such amount to Buyer in addition to the price of the Products

3. SHIPMENTS

All shipments by Northland First Aid Inc. are F.O.B. point of origin and all shipping and handling charges shall be paid by Buyer in addition to the price of the Products. Subject to Northland First Aid Inc.’s right of stoppage in transit, delivery of the Products to the carrier shall constitute delivery to Buyer and risk of loss shall thereupon pass to Buyer; however, title shall remain in Northland First Aid Inc. until Buyer makes payment in full for the Products. Selection of the carrier and delivery route shall be made by Northland First Aid Inc.. Northland First Aid Inc. shall use reasonable efforts to initiate shipment and schedule delivery as close as possible to Buyer’s requested delivery dates. Buyer acknowledges that delivery dates provided by Northland First Aid Inc. are estimates only and that Northland First Aid Inc. is not liable for failure to deliver on such dates. Northland First Aid Inc. reserves the right to make deliveries in installments. Delivery of a quantity which varies from the quantity specified shall not relieve Buyer of the obligation to accept delivery and pay for the Products delivered; however Buyer does not have to pay for the Products delivered in excess of the quantities specified provided Buyer returns such excess quantities to Northland First Aid Inc., at Northland First Aid Inc.’s expense, within ten (10) days after delivery of such Products. Delay in delivery of one installment shall not entitle Buyer to cancel other installments

4. PAYMENT

Payment is due net 30 days upon receipt of invoice, unless credit approval has been granted by Northland First Aid Inc.. If credit has been approved, buyer agrees to pay the entire net amount of each invoice from Northland First Aid Inc. pursuant to the terms of each such invoice without offset or deduction. Northland First Aid Inc., may in its sole discretion at any time change the terms of Buyer’s credit, require payment in cash, bank wire transfer or by check and/or require full payment of any or all amounts due or to become due for Buyer’s order before shipment of any or all of the Products. If Northland First Aid Inc. believes in good faith that Buyer’s ability to make payments may be impaired or if Buyer shall fail to pay any overdue invoice, Northland First Aid Inc. may suspend delivery of any order or any remaining balance thereof until such payment is made or cancel any order or any remaining balance thereof and Buyer shall remain liable to pay for any Products already shipped. Buyer agrees to submit such financial information form time to time as may be reasonably requested by Northland First Aid Inc. for the establishment and/or continuation of credit terms. The date of collection of a cheque by Northland First Aid Inc. shall be deemed the date of payment by the Buyer. Any cheque received from Buyer may be applied by Northland First Aid Inc. against any obligation owing from Buyer to Northland First Aid Inc., regardless of any statement appearing of the face of such cheque, without discharging Buyer’s liability for any additional amounts owing from Buyer to Northland First Aid Inc., and the acceptance by Northland First Aid Inc. of such cheque shall not constitute a waiver of Northland First Aid Inc.’s right to pursue the collection of any remaining balances. Buyer may be subject to interest charges on any invoice not paid when due from the due date to the date of payment at the rate of the lesser of (two (2) percent per month and (ii) the highest rate permitted by applicable law. If Buyer does not make payment when due, Northland First Aid Inc. may pursue any legal or equitable remedies, in which event Northland First Aid Inc. shall be entitled to reimbursement for costs of collection and reasonable legal fees

5. WARRANTY

Seller warrants to Buyer that upon delivery to Buyer the Products purchased hereunder shall conform to the applicable Northland First Aid Inc. specifications or Buyer’s Specifications for such Products. EXCEPT AS ARE CONTAINED IN THIS PARAGRAPH 6, Northland First Aid Inc. MAKES NO WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS RELATING TO THE PRODUCTS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT

With respect to Products which do not meet applicable Seller’s specifications or Buyer’s Specifications, Seller’s liability is limited at Seller’s selection to (1) refund of Buyer’s purchase price for the Products (without interest), (2) repair of such Products, or (3) replacement of such Products, provided, however, Buyer gives Seller written notice promptly upon discovery thereof, and in any event, within sixty (60) days after delivery to Buyer

Seller shall transfer to Buyer whatever transferable warranties and indemnities Seller receives from the manufacturers of any subcomponents of the Products, if any, including any transferable warranties and indemnities in respect of patent infringement

6. ACCEPTANCE

Inspection and acceptance of the Products shall be Buyer’s responsibility. Buyer is deemed to have accepted the Products unless written notice of rejection is received by Seller within two (2) days after delivery of the Products. Buyer waives any right to revoke acceptance thereafter. Buyer shall report any discrepancy in shipment quantity or damage within three (3) days after delivery. No return of Products shall be accepted by Northland First Aid Inc. without Northland First Aid Inc.’s approval. Returned Products must be in original packaging. Products for return shall be returned in the manner specified in the Northland First Aid Inc.’s approval. If returned Products are claimed to be defective, a complete description of the nature of the defect must be included with the returned Products. Products not eligible for return shall be returned to the Buyer, freight collect. Products returned shall be at the Buyer’s sole risk and expense

7. LIMITATION OF DAMAGES AND LIABILITY

Northland First Aid Inc. LIABILITY TO THE BUYER FOR DAMAGES, HOWSOEVER CAUSED, SHALL NOT EXCEED PAYMENT ACTUALLY RECEIVED BY Northland First Aid Inc. FOR THE PRODUCT OR SERVICE FURNISHED, OR TO BE FURNISHED, AS THE CASE MAY BE, AND IN NO EVENT SHALL Northland First Aid Inc., ITS EMPLOYEES, OFFICERS, DIRECTORS OR REPRESENTATIVES BE LIABLE FOR INDIRECT, CONTINGENT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT), COSTS OR EXPENSES OF ANY NATURE RELATING TO THE PRODUCTS INCLUDING WITHOUT RESTRICTION LOSS, DAMAGE OR INJURY ARISING OUT OF THE NEGLIGENCE OF Northland First Aid Inc. OR THAT OF ITS EMPLOYEES, AGENTS, REPRESENTATIVES OR OTHER PERSONS FOR WHOM IN LAW Northland First Aid Inc. IS RESPONSIBLE. Northland First Aid Inc. SHALL NOT BE LIABLE FOR AND BUYER SHALL INDEMNIFY, DEFEND AND HOLD Northland First Aid Inc. HARMLESS FROM ANY CLAIMS BASED ON Northland First Aid Inc.’S COMPLIANCE WITH BUYER’S SPECIFICATIONS, DESIGNS OR INSTRUCTIONS, OR MODIFICATION OF ANY PRODUCTS BY PARTIES OTHER THAN Northland First Aid Inc., OR USE IN COMBINATION WITH OTHER PRODUCTS.

8. USE OR RESALE OF PRODUCTS BY BUYER

Products sold by Northland First Aid Inc. are designed for use in life saving situations. However, Northland First Aid Inc. can not guarantee that the Products will prevent personal injury or loss of life. If Buyer uses or sells the Products for use in any such applications: (1) Actual conditions of use may vary and are beyond the control of Northland First Aid Inc., a Product’s specified characteristics and any recommendations for use, however communicated, are offered solely for Buyer’s evaluation; (2) Buyer acknowledges that such use or sale is at Buyer’s sole risk; (3) Buyer agrees that Northland First Aid Inc. is not liable, in whole or in part, for any claim or damage arising from such use; (4) Buyer agrees to indemnify, defend and hold Northland First Aid Inc. harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale; and (5) Buyer assumes all risk and liability for loss or injury in connection with the use of the Products whether used singly or in combination with other substances or products in any process whatsoever.

9. INTELLECTUAL PROPERTY

If a Product includes intellectual property; such intellectual property is provided by Northland First Aid Inc. to Buyer subject to the copyright of Northland First Aid Inc.. Nothing herein shall be construed to grant any rights or license to use intellectual property in any manner or for any purpose not expressly permitted by Northland First Aid Inc..

10. GENERAL

(a) Buyer may not assign or cancel an accepted order for product without the consent of Northland First Aid Inc..

(b) All agreements for the sale of products or services by Northland First Aid Inc. shall be governed by the laws of the Province of British Columbia (without reference to its provisions on conflicts of laws) and shall in all respects be treated as British Columbia contracts. The application of the United Nations convention for the International Sales of Goods is expressly excluded.

(c) All specifications, technical data, price lists, documents, materials and proprietary information relating to the Products are the confidential and proprietary information of Northland First Aid Inc. and shall be treated in confidence by Buyer and shall not be disclosed, reproduced or communicated to any third party in any way whatever except as is required in connection with the purchase and use of the Product by Buyer, and on terms and conditions agreed with Northland First Aid Inc. in writing. The foregoing provisions do not apply to information that was publicly available prior to the date of disclosure by Northland First Aid Inc. or that becomes publicly available after such disclosure other than pursuant to a breach of any obligation of confidentiality to Northland First Aid Inc..

(d)Failure by Northland First Aid Inc. to exercise any of its rights with respect to these Standard Terms and Conditions shall not constitute a waiver or forfeiture of such rights.

11. FORCE MAJEURE

Northland First Aid Inc. shall not be liable for failure to fulfill its obligations herein or for delays in delivery due to causes beyond its reasonable control, including, but not limited, to, acts of God, revolution, natural disasters, acts or omission of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, riots, wars, acts of terrorism, delays in transportation or inability to obtain supplies or materials through its regular sources. Northland First Aid Inc.’s time for performance of any such obligation shall be extended for the time period of such delay or Northland First Aid Inc. may, at its option, cancel any order or remaining part thereof without liability by providing written notice of such cancellation to Buyer.

12. ENTIRE AGREEMENT

These Standard Terms and Conditions shall constitute the entire agreement between Northland First Aid Inc. and the Buyer respecting the subject matter hereof. No representation, promise, agreement or condition in respect of such subject matter shall be binding on either party unless contained herein. Except for the correction of stenographic or clerical errors, and notwithstanding anything in the Buyer’s purchase order to the contrary, no amendment of these Standard Terms and Conditions shall be of any effect unless agreed to in writing by Northland First Aid Inc..