CLEARZONE BREEZE Manual - Página 13

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11. EXPORT CONTROL AND ECONOMIC SANCTIONS COMPLIANCE. Buyer shall ensure that any Products, technology or

software received from ClearZone are exported by Buyer only in compliance with applicable laws, including export control and

economic sanctions laws.

12. ELECTRONIC COMMERCE. Buyer shall be solely responsible for ensuring the security and integrity of its ordering process. Any

information provided by ClearZone via any Internet site or electronic communication (i) is subject to correction or change

without notice, and (ii) is provided for the sole use of Buyer for purposes of facilitating individual transactions involving the

purchase and sale of Products. Buyer agrees that it shall not rely upon any such information for any purpose other than

making individual purchases and shall not seek to assert such information against ClearZone for any other purpose.

ClearZone may issue electronic invoices for any purchases of Products and Buyer agrees to honor such invoice as if it had

been delivered in writing.

13. TERMINATION; SUSPENSION. In the event Buyer or ClearZone breaches any material term of this Agreement, the

non-breaching party may terminate this Agreement after thirty (30) days' prior written notice to the other party if the breach

remains uncured after such thirty (30)-day period. Notwithstanding the foregoing ClearZone may terminate this Agreement or

adjust Buyer's payment and/or credit terms effective immediately upon written notice to Buyer in the event (a) Buyer fails to

pay any ClearZone invoice within the time provided in this Agreement on two or more occasions, (b) Buyer generally fails to

pay its debts as they become due, (c) ClearZone reasonably believes Buyer's creditworthiness has deteriorated or Buyer is

insolvent (whether based on the reasonable belief by ClearZone that Buyer's liabilities exceed its assets; the existence of a

bankruptcy, assignment for the beneﬁt of creditors or other similar proceeding involving Buyer; a liquidation of a signiﬁcant

portion of the assets of Buyer; or otherwise) and (d) of a sale of a majority of the assets, or a change of control of the

ownership, of Buyer. If Buyer is in default hereunder, including by failure to pay invoices, ClearZone may suspend shipments of

Product, require cash in advance of deliveries, and/or reduce payment terms until all invoices are current and ClearZone

receives adequate assurance of future performance.

14. ARBITRATION. If any dispute arises between ClearZone and Buyer in connection with any supply by ClearZone to Buyer of

Products, or any other interaction Buyer may have with ClearZone, ClearZone and Buyer shall negotiate in good faith to resolve

the same. If no resolution is reached within one month after the issue is initially raised, the dispute shall be resolved by

arbitration conducted in Toronto, Ontario under the Ontario Arbitration Act, 1991 if Buyer is a person or entity residing in

Ontario and under the Ontario International Commercial Arbitration Act if Buyer does not reside in Ontario. The Parties shall

agree on a single arbitrator. If the Parties cannot agree on a single arbitrator, either Party may apply to the Ontario Superior

Court of Justice sitting in Toronto for the appointment of an arbitrator. The rules for such arbitration shall be agreed upon by

the Parties, but failing agreement shall be determined by the arbitrator. The arbitrator shall have no power to: (a) alter or

modify any of the express provisions of this contract; (b) to render any award which by its terms affects an alteration or

modiﬁcation of this contract; or (c) to award punitive damages. The arbitrator's failure to observe this limitation shall

constitute grounds for vacating his award. The arbitrator shall have no power to direct ClearZone to deliver or release

Products to Buyer until Buyer has fulﬁlled all of its obligations to ClearZone pursuant to the terms and conditions of all

contracts involved in the arbitration. Each Party shall bear its own fees, costs and expenses with respect to any such

arbitration except that the Parties shall share the costs of the arbitrator equally. The decision of the arbitrator shall be binding,

ﬁnal and conclusive and no appeal shall lie therefrom. Judgment upon the award rendered by the arbitrator may be entered in

any court having jurisdiction.

15. GENERAL. Cancellation of any order, or return of any conforming Product purchased hereunder, shall be subject to acceptance

by ClearZone and to a restocking charge in accordance with ClearZone's policy then in effect. Neither course of performance

or dealing, nor usage of trade, nor prior writings or agreements shall be used to qualify, explain or supplement any of these

terms and conditions. Failure by either party, at any time or from time to time, to require the performance by the other of any

term hereof shall not constitute a waiver of such term or provision. The invalidity, in whole or in part, of any term herein, shall

not affect any other term, each of which shall be enforced to the full extent permitted by law. Buyer may not assign or transfer

any rights or obligations under any Sales Agreement or other agreement governed by these terms without the prior written

consent of ClearZone. Notice shall be deemed properly given if sent by facsimile, conﬁrmed by registered mail with return

receipt, overnight courier mail, hand-delivered, or registered mail with return receipt.ClearZone shall be entitled to reference

Buyer as a customer of ClearZone and utilize photographs of Buyer's applications utilizing ClearZone's products and marketing

materials.

www.clearzone.ca | 226.236.8986

In The ClearZone Corp. 2020.

READ AND SAVE THESE TERMS AND CONDITIONS

Issued: .05.12. 2020