Terms and Conditions of Sale

HYPERLINE'S ACCEPTANCE OF YOUR ORDER IS CONDITIONAL UPON AND SUBJECT TO THESE TERMS AND CONDITIONS OF SALE. BY TAKING DELIVERY OR PAYING FOR THE PRODUCTS YOU ACCEPT THESE TERMS AND CONDITION OF SALE.

1. Application. These Standard Terms and Conditions of Sale apply to any sale of equipment, parts and materials (the "Products") by Hyperline Systems Canada Ltd. ("Hyperline") to you, the customer (the "Customer").

2. On-Line Sales. Any purchase of Products through Hyperline's web site (shophyperline.com, the "Web Site") shall be governed by these Terms and Conditions of Sale and shall also be subject to the Web Site terms and conditions posted on the Web Site (the "Web Site Terms and Conditions").

3. Entire Agreement. These Terms and Conditions of Sale, any quotation (a "Hyperline Quotation") and/or invoice (a "Hyperline Invoice") issued by Hyperline in respect of each supply of Products, any custom order agreement and any other document expressly incorporated by reference in a Hyperline Invoice and, if applicable, the Website Terms and Conditions (collectively, the "Agreement") constitute the entire agreement between Hyperline and the Customer regarding a sale of Products by Hyperline to the Customer and supersede all other discussions, proposals, negotiations, statements, representations, understandings and the like, whether written or oral. Hyperline rejects any differing or supplemental terms which may be printed or otherwise found in any purchase order or other document sent by the Customer, except as expressly accepted by Hyperline by the signature of an authorized representative. If there are inconsistencies in the documents constituting the Agreement, such documents shall take precedence in the following order: (i) the Hyperline Invoice, (ii) the Hyperline Quotation, custom order agreement or other contract document incorporated by reference in the Hyperline Invoice, and (iii) these Terms and Conditions of Sale and, (iv) Web Site Terms and Conditions.

4. Order Cancellation. Hyperline reserves the right to accept or reject any order. Hyperline may cancel an order, in whole or in part, at any time following receipt by Hyperline of the order, notwithstanding that Hyperline may have provided Customer with an order confirmation or Hyperline Invoice.

5. Terms of Payment. Unless otherwise agreed by Hyperline in writing, amounts payable to Hyperline for the Customer's purchase of Products are payable in advance. Should payment not be made to Hyperline when due, such payment shall bear interest at the rate of one and one-half percent (1?%) per month. The charging of such interest shall not be construed as obligating Hyperline to grant any extension of time in the terms of payment. No cash discount shall be available to the Customer. If prior to any delivery of Products, Hyperline has concern regarding timely payment of the purchase price because of a material adverse change in Customer's circumstances or otherwise, Hyperline may require payment of all or additional parts of the purchase price before shipment or delivery and/or Hyperline may require satisfactory security for the payment of the purchase price.

6. Delivery Terms. If Hyperline has agreed to ship Products as indicated in the Hyperline Quotation or Hyperline Invoice, then the Products shall be shipped in accordance with the INCOTERMS 2000 specified in the Hyperline Quotation or Hyperline Invoice by Hyperline using a carrier selected by Hyperline and the charges, including any charges for freight insurance, will be reflected in the Hyperline Invoice. If Customer provides Hyperline with its own carrier and account billing information (e.g. Fedex, UPS, or other), subject to Hyperline's consent in each case, the Products will be shipped using Customer's carrier and the charges will be billed directly to the Customer's freight account. Where Products are shipped using Customer's carrier: (i) the Products are made available by Hyperline on an EX WORKS basis and delivery of the Products is deemed complete upon release of the Products to the Customer's carrier at Hyperline's facilities (the "Hyperline Premises") located in Ottawa, Ontario, Canada; and (ii) Hyperline will not be liable or responsible for, nor will it involve itself in, the resolution of any issues or losses arising from damage caused to the shipment while in transit and all responsibility for goods damaged in transit, and the resolution thereof, will be the sole responsibility of the Customer. If shipping instructions are not specified for any supply of Products then the Products shall be held by Hyperline in Hyperline's Facilities. If the Customer is unable or unwilling to accept physical delivery at the time specified, Hyperline may store Products at Customer's cost and risk and the delivery of such Products shall be deemed complete as of the date of storage.

7. Customs Duties, Brokerage Fees and Taxes. Unless otherwise expressly indicated in a Hyperline Quotation or Hyperline Invoice, or otherwise agreed in writing for a particular order, the price of the Products shall not include any applicable sales, use, excise, value added or any similar taxes, duties and other export/import charges which may be billed separately by third parties (such as the freight forwarders, couriers, customs brokers or federal, state or local authorities). Unless otherwise indicated in writing in the Hyperline Invoice, these fees are the sole responsibility of, and payable by, you the Customer.

8. Delivery Schedule. Time for delivery of Products is approximate and starts to run on the later of the date specified or confirmed in the Hyperline Invoice, the receipt by Hyperline of any advance payment, credit approval or any security for the balance of the purchase price, each as may be requested by Hyperline. Unless otherwise specified or confirmed in a Hyperline Invoice, Hyperline shall not be liable for losses of any kind incurred by the Customer for delays in or failure to deliver all or any part of the Products. Changes in the delivery schedules requested by the Customer must be in writing and received by Hyperline at well in advance of the previously scheduled delivery date. Hyperline is under no obligation to accept any changes in delivery dates requested by the Customer.

9. Title Retention. Title or ownership of the Products shall not pass to the Customer, notwithstanding delivery thereof, but shall remain vested in Hyperline until the purchase price of the Products is paid in full. As security for the full payment of the purchase price of the Products, the Customer hereby grants to Hyperline, and Hyperline hereby reserves, a purchase money security interest and charge in the Products and in all substitutions, replacements and additions thereto and the proceeds thereof. Until such time of full payment, the Customer shall: (a) insure the Products against loss, damage or destruction for full replacement value; and (b) execute such additional documents as Hyperline requests for the confirmation or perfection of such security interest and charge. Upon default by the Customer, and subject to applicable law, Hyperline may repossess and deal with the Products as it sees fit and retain all payments which have been made by the Customer on account of the purchase price as liquidated damages. Upon any such realization of security, the Customer shall remain liable for any deficiency in the purchase price and shall reimburse Hyperline for all costs and expenses, including reasonable legal fees, incurred in enforcing its rights. All rights and remedies of Hyperline are cumulative and in addition to those available at law or in equity.

10. Risk of Loss. Unless otherwise specified or confirmed in the Hyperline Invoice, the risk of loss or damage to the Products including any repaired or replaced items, and the responsibility for the payment of insurance premiums and freight passes to the Customer upon Hyperline's delivery as provided in this section. For greater certainty, where Hyperline is storing Products on behalf of the Customer, risk or loss or damage to the Products is with the Customer. No loss or damage to the Products or any portion thereof shall relieve the Customer from its obligations hereunder.

11. Limited Warranties. Hyperline warrants each Product only in accordance with the terms and conditions of any limited warranty statement that may be specified in the Hyperline Quotation, Hyperline Invoice or, if purchased on-line, as posted on the Web Site or otherwise provided by Hyperline (the "Product Warranties"). Additional copies of Product Warranties are available from Hyperline upon request. If a Product Warranty statement is not provided with a Product then no Product Warranty is provided by Hyperline.

12. No Other Warranties. THE LIMITED PRODUCT WARRANTIES REFERRED TO IN SECTION 11 ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS IN RESPECT OF THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE REMEDIES PROVIDED IN THE APPLICABLE PRODUCT WARRANTY ARE THE CUSTOMER'S SOLE REMEDIES FOR ANY FAILURE OF HYPERLINE TO COMPLY WITH ITS WARRANTY OBLIGATIONS.

13. Limitation of Liability. HYPERLINE'S, AND HYPERLINE'S AFFILIATES', AGENTS', SUPPLIERS' AND SUBCONTRACTORS' (COLLECTIVELY, "HYPERLINE'S PROVIDERS") TOTAL CUMULATIVE LIABILITY FOR DAMAGES, EXPENSES, COSTS, LIABILITY OR LOSSES (COLLECTIVELY, "DAMAGES") ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING IN NEGLIGENCE, TORT, STATUTE, EQUITY, CONTRACT (INCLUDING FUNDAMENTAL BREACH), COMMON LAW, OR ANY OTHER CAUSE OF ACTION OR LEGAL THEORY EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, IS LIMITED TO DIRECT, ACTUAL, PROVABLE DAMAGES AND WILL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE TOTAL AGGREGATE AMOUNTS PAID BY THE ADVERSE PARTY TO HYPERLINE PURSUANT TO THIS AGREEMENT FOR THE PRODUCTS ASSOCIATED WITH THE EVENT THAT GAVE RISE TO THE DAMAGES.

14. No Liability For Certain Damages. HYPERLINE AND THE HYPERLINE PROVIDERS ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING LOST PROFITS, ANTICIPATED OR LOST REVENUE, LOSS OF DATA, LOSS OF USE OF ANY INFORMATION SYSTEM, FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, OR ANY THIRD PARTY CLAIM), WHETHER ARISING IN NEGLIGENCE, TORT, STATUTE, EQUITY, CONTRACT (INCLUDING FUNDAMENTAL BREACH), COMMON LAW, OR ANY OTHER CAUSE OF ACTION OR LEGAL THEORY EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

15. Re-sale of Products. In respect of any re-sale of the Products or sale of any product which incorporates a Product as a component, the Customer shall indemnify, defend and hold Hyperline harmless against any and all claims, actions, liabilities and expenses (including all legal fees, on a substantial indemnity basis) arising from: (i) a representation or warranty for the Products made by the Customer other than as limited by any applicable Product Warranty; (ii) the infringement or the intellectual property rights of a third party; or (iii) any death or injury to any person or any property damage.

16. Returns. The Customer may return the Products within thirty (30) days of purchase provided that the Products are in their original, unused condition (unless there is a manufacturer's defect) and the Products are accompanied by the original Hyperline invoice. The Customer must obtain a return materials authorization ("RMA") number from Hyperline before returning any Products. If the Products are being returned because they are defective, the Customer must include documentation describing the nature of the defect, how it was discovered and under what conditions it occurred. If the Products are being shipped to Hyperline, the Customer is responsible for the cost of the shipping and Hyperline recommends that the Customer insure the package and ships using a traceable method. No refunds are given on shipping and handling charges. If the Products have been returned in accordance with this Section, Hyperline will, at the Customer's choice, issue a refund in the form and amount of the original amount paid (including sales tax) or Hyperline will issue a merchandise credit.

17. Survival. All payment obligations, provisions for the limitation of or protection against liability of Hyperline and any other provision of an Agreement which by its nature is continuing shall survive the termination, cancellation or expiration of such Agreement.

18. Permits. The Customer shall obtain at its expense all licences, permits and approvals for the purchase, delivery, shipment, installation and use of any Products.

19. Force Majeure. Hyperline is excused from the timely performance of its obligations in the sale or other supply of Products if its performance is impeded or prevented by circumstances beyond its control (other than financial difficulties) (a "Force Majeure Event") and Hyperline is taking all reasonable steps to mitigate the effect of the delay. Upon the occurrence and the termination of a Force Majeure Event, Hyperline shall promptly provide the Customer with written notice and reasonable particulars of the Force Majeure Event.

20. Governing Law. The sale of the Products and this Agreement are governed by the laws of Ontario and the laws of Canada applicable therein. Each of the parties irrevocably attorns to the exclusive jurisdiction of the courts of Ontario in the City of Ottawa, provided that the parties shall not be prevented from seeking injunctions or other temporary relief or enforcing judgments of the courts of Ontario in another jurisdiction. The United Nations Convention on the International Sale of Goods is explicitly excluded from this Agreement.

21. Confidential Information. Proprietary or confidential information disclosed for supply of any Products must not be used or disclosed by the recipient other than for the express purpose for which it was disclosed.

22. Assignment. Customer may not assign all or any part of this Agreement without the prior consent of Hyperline. Hyperline may assign this Agreement without the prior consent of the Customer.

23. Waiver, Amendment. Any waiver, modification or amendment of the Agreement shall only be effective as against Hyperline if such waiver, modification or amendment is contained in a written instrument prepared or otherwise accepted in writing by Hyperline.

24. Severability. If a binding court determination is made that a provision of these Terms and Conditions of Sale or any other document which forms the Agreement is unenforceable (in whole or in part), then such provision shall be void only to the extent that such determination requires, and the parties shall replace such void provision with one that is enforceable and valid and, to the greatest extent permitted by law, serves the intent and purpose of the void provision. No other provision shall be affected as a result thereof, and, accordingly, the remaining provisions shall remain in full force and effect as though such void, voidable or inoperative provision had not been contained herein.