Terms of Purchase, Canada

A. CONTROLLING DOCUMENTS, THE CONTRACT.
These Terms of Purchase (the “Standard Terms”) are incorporated and made part of the contract (“Contract”), which consists of: (a) a signed agreement (“Agreement”) and/or purchase order or equipment purchase contract (each, a “PO”) generated by Northwest Hardwoods identifying the parties and containing key business terms; (b) these Standard Terms; and (c) any other attachments or specifications identified in the Agreement or PO. Any conflicts between various documents shall be resolved by giving precedence in the following order: (a) terms of any Agreement (if applicable); (b) wording of the Northwest Hardwoods issued PO (if any); (c) these Standard Terms; and (d) any specifications, drawings, statement of work, or other attachments or documents incorporated by reference. If the Supplier’s quotation, proposal or invoice is referred to in a PO and/or attached to the Contract, the intent of such reference or attachment is only to specify the nature and description of the Products/Services ordered and only to the extent that such terms are consistent with these Standard Terms. Unless all parties specifically agree in writing, conflicting terms and conditions in any document generated by Supplier will be disregarded in favor of this Contract. This Contract can only be amended by a writing signed by both parties.

B. AVAILABILITY.
Supplier represents that it can timely provide the Products/Services in commercially reasonable quantities as specified by Northwest Hardwoods.

C. CHANGES.
Northwest Hardwoods may, by written change order, request changes in specifications or drawings of, or increase or decrease the quantities of, Products and/or Services originally ordered. If any such changes require changes to design or fabrication methods or alter the amount due or delivery schedules, then Supplier must immediately notify Northwest Hardwoods in writing, so that Northwest Hardwoods can decide whether to proceed with the requested change and also so that Northwest Hardwoods and Supplier can mutually agree on revised costs and performance schedules or requirements.

D. PRICING & SALES TAXES.
Pricing is specified in the Agreement or PO. Supplier will inform itself of and will comply with all federal, state and local tax laws, codes, and regulations that are applicable to performing this Contract. The price for the Products and/or Services will, unless otherwise expressly stated, be in Canadian currency, exclude all taxes, duties, broker’s fees and freight of any kind which either party may be required to pay with respect to the sale of the Products and/or Services, but shall include all charges for packing and loading. Any taxes, fees, freight and duty shall be shown as separate items on invoices. Supplier will also identify which services are taxable (if any) and the applicable sales/use tax which will become due on the Services. Supplier will cooperate with Northwest Hardwoods to accurately determine each party’s sales/use tax liability and minimize such liability wherever possible. Payments shall be made in accordance with the applicable provisions of the Agreement or PO. If Supplier provides lower prices to any of its other customers buying equivalent or lesser quantities of Products/Services it will notify Northwest Hardwoods, lower the prices under this Contract to the lowest prices charged such other customers, and issue a refund or credit for the difference between prices previously charged Northwest Hardwoods and lowest prices charged such other customers.

E. PAYMENT TERMS; AUDIT RIGHTS.
Northwest Hardwoods’ obligation to pay invoices is conditioned on receipt of a timely and correct invoice as well as conforming Products or Services. Unless provided in the Contract or PO document, upon receipt of conforming Products/Services, Northwest Hardwoods will pay within 30 days of receipt of a correct and accurate invoice. Northwest Hardwoods retains the right of setoff for any amount due or owing to Northwest Hardwoods or its affiliates. Supplier will accept direct deposit payments from Northwest Hardwoods for all invoices and payments. Supplier will provide information necessary to permit Northwest Hardwoods to make such direct deposit payments. Supplier will maintain records and accounting procedures sufficient to support invoices consistent with GAAP. Supplier’s records pertaining to the performance of this Contract may be subject, after reasonable notice and during normal business hours, to inspection and audit by Northwest Hardwoods. Supplier will preserve and make available such records for two years from later of the conclusion of the term or the final payment on a Contract or PO.

F. INSPECTION & DRAWINGS.
Northwest Hardwoods will be given a reasonable opportunity to inspect Products and work completed for physical damage, defects, packaging integrity problems, and shortage. Northwest Hardwoods will have 120 days from the time any latent or hidden defects in Products or Services are brought to Northwest Hardwoods’ attention to notify Supplier of such defect. If Products or Services do not conform to the Specifications, or are otherwise defective, Northwest Hardwoods will notify Supplier and offer Supplier a reasonable opportunity to remedy (not to exceed 5 business days). Alternatively, Northwest Hardwoods may, at its sole election, return non-conforming Product to Supplier at Supplier’s expense, and receive either a credit or refund of purchase price. If Northwest Hardwoods elects to return the Product, such return does not and will not constitute a waiver of any other remedies that may be available at law or at equity. Northwest Hardwoods’ review of drawings and/or specifications does not constitute approval and will not relieve Supplier of responsibility for compliance with all specifications, laws, codes or regulations as applicable in performing this Contract.

G. RIGHT TO REMEDY.
If the Supplier does not timely modify, adjust, repair or replace defective or inadequate Services or Products within 5 days written notice of such defect/inadequacy, or if any emergency exists rendering it impossible or impractical for Northwest Hardwoods to have the Services performed by the Supplier, then Northwest Hardwoods, after notice to the Supplier, may at its option and without prejudice to any other rights or remedies which may be available to it, make or cause to be made such modification, adjustment, repair or replacement, in which case the Supplier will reimburse Northwest Hardwoods for its actual costs or, at Northwest Hardwoods’ option, Northwest Hardwoods can offset the cost from any amounts owing to Supplier.

H. TITLE, RISK OF LOSS, SHIPPING.
Unless specified in the Contract or PO document, title to any Products sold under this Contract, and risk of loss, will pass to Northwest Hardwoods when shipments are accepted by Northwest Hardwoods at the specified delivery point (FCA Destination). Supplier will suitably pack, mark and ship materials in accordance with Northwest Hardwoods’ instructions and in accordance with applicable laws, and, if so instructed by Northwest Hardwoods, will meet the transportation requirements of common carriers to secure the lowest transportation costs.

I. QUALITY & WARRANTY.
1. Warranty. Supplier represents, warrants and covenants that, for a period of no less than (i) twelve (12) months from the date upon which the Products are put into use or the Services are finished being performed, or from the date when the Performance Guarantees have been achieved, or (ii) eighteen (18) months from the last main delivery of Products, whichever occurs later (the “Warranty Period”), that (A) Products will be (i) consistent with or greater than prevailing industry standards of quality, (ii) appropriate for any specified application, (iii) free from defects in design, material and workmanship, and (iv) compliant with all applicable specifications; and (B) Services will be (i) professionally and competently performed in a manner consistent with or greater than prevailing industry standards of quality; (ii) appropriate for any specified application, and (iii) free from defects.
2. Performance Guarantee Clarification. For the purpose of determining whether Products or Services are defective or deficient (resulting from faulty design, material and/or workmanship), Performance Guarantees are not achieved until the defect or deficiency is remedied and the equipment or Products are performing within all specifications at full production rates on a continuous basis.
3. Safety and Regulatory Requirements. The Products and Services supplied by Supplier shall meet all Federal and Provincial safety and workers compensation requirements. Any electrical panels, controls, or devices supplied with the equipment must display a CSA or other approved independent testing lab label to meet applicable Federal, Provincial and local laws. Product design DBA ratings must also be provided. The noise level emitted by the equipment while in operation must be below or equal to 85 dB at 1 meter.
4. Replacement of Products. If Products do not comply with the warranty set forth in Section I.1, above or any defect develops under normal or proper operation as per Supplier’s instructions, during the Warranty Period, Supplier will provide, at its sole expense, technical expertise and the parts, materials and equipment, and labor, including freight and “in/out” costs, necessary to remedy any defect or nonconformity by promptly removing, repairing, correcting or replacing and reinstalling any defective or nonconforming part or component.
5. Rework of Services. If the Services do not comply with the warranty set forth in Section I.1, above, during the Warranty Period, Supplier will re-perform the Services, without cost of any kind to Northwest Hardwoods.
6. Technical Support. During the Warranty Period, Supplier will provide all warranty service and telephone support, including after-hour technical support, at its own cost. Supplier will maintain a 24-hour technical support hotline to address equipment breakdowns and safety incidents. During the useful life of the Products, reasonable telephone support during normal business hours is included in the purchase price.

J. REPRESENTATIONS.
Supplier represents and warrants that: (a) it has full power and authority to enter into this Contract and perform its obligations; (b) this Contract is the legal, valid, and binding obligation of the Supplier, enforceable against the Supplier in accordance with its terms; (c) the signing and delivery of this Contract by the Supplier and the performance by the Supplier of all of the Supplier’s obligations under this Contract will not: (x) breach any agreement to which the Supplier is a party, or give any person the right to accelerate any obligation of the Supplier, (y) violate any law, judgment, or order to which the Supplier is subject, or (z) require the consent, authorization, or approval of any person, including but not limited to any governmental body; and (d) it has good and marketable title to Products delivered to Northwest Hardwoods and that Products will be free from all liens and encumbrances; (e) the Products and Services do not infringe any patent, copyright, trademark, trade dress or other intellectual property right of any third party; (f) if Services are provided, the employees, contractors and/or subcontractors providing Services will be adequately skilled and experienced; and (g) there is no past, threatened, pending or proposed future litigation, dispute, or claim that might prevent Supplier from fulfilling its obligations under this Contract.

K. INDEMNITY.
Supplier will defend and indemnify Northwest Hardwoods and its affiliates, agents, employees, officers, directors, successors, and assigns (collectively, “Northwest Hardwoods Indemnified Parties”), against any and all claims, damages, fines, penalties, costs, liabilities, losses or expenses (including but not limited to sums paid in settlement of claims, legal fees, consultant fees, and expert fees) (collectively, “Claims”) arising from: (a) a breach of representations or warranties made in the Contract; (b) bodily injury, death and property damage arising out of and relating to the Products and/or Services; and (c) the negligence or misconduct of Supplier and/or any of its employees, contractors and subcontractors. Northwest Hardwoods will promptly notify Supplier of such Claim by a third party.

L. INTELLECTUAL PROPERTY.
Supplier will indemnify and hold harmless all Northwest Hardwoods Indemnified Parties from any Claims arising out of any claim or allegation that the manufacture or sale of any Products or Services, or the use thereof, by a Northwest Hardwoods Indemnified Party or its customers constitutes an infringement of any patent, copyright, trade secret, trademark, service mark, or other intellectual property right of any third party; provided, that this indemnity will not apply to Products for which a Northwest Hardwoods Indemnified Party both provided and controlled the detailed design. If because of infringement claims any Northwest Hardwoods Indemnified Party’s use of Products or Services provided by Supplier is enjoined, Supplier will, at its own expense, either procure for the Northwest Hardwoods Indemnified Party the right to continue using the Products or Services or, after consulting with and obtaining the consent of Northwest Hardwoods, replace or modify the Products or Services with substantially similar and functionally equivalent non-infringing Products or Services.

M. LIMITATION OF LIABILITY.
Except for a party’s indemnification obligations under this Contract, neither party will be liable to the other for consequential or indirect damages, including loss of profits or loss of revenue; provided, however, that nothing contained herein shall in any way exclude or limit: (a) a party’s liability for any and all damages arising out of that party’s intentional acts or omissions; (b) liability for any and all direct damages which may fairly and reasonably be considered to be foreseeable from a breach; or (c) the operation of any warranty of Supplier as may be provided in this Contract. Any limitation of Supplier’s obligations under this Contract, either by provisions of Supplier’s delivery slips or other instruments shall be void.

N. DISPUTE RESOLUTION AND APPLICABLE LAW.
Except in the case of a dispute where the remedy sought is injunctive relief, if disputes arise under this Contract, the parties will first attempt to settle them through good-faith negotiations under this process: (a) the initiating party will present a written explanation of the nature of the grievance and remedy requested; (b) within 10 business days after receiving such a statement, the other will respond by granting the requested remedy, counter-proposing a different remedy, or explaining why the grievance does not justify any remedy; (c) if the matter is not settled within 10 days after the response is received, either party may request nonbinding mediation before an impartial, mutually acceptable mediator, with each party paying half the mediator’s fees and the mediator choosing the mediation venue. Unless otherwise agreed, the mediator must have at least 5 years of experience mediating commercial disputes. Only if the parties are unable to reach a settlement through this mediation process may suit be filed. The interpretation of this Contract and any rights of all parties hereunder will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Any proceedings taken by Northwest Hardwoods may be taken in the Province of British Columbia and Supplier agrees, attorns and submits to the jurisdiction of the British Columbia Courts and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum, without limiting the generality of the foregoing: (a) no provision of this Contract will be construed in derogation of any person’s right of lien or declaration of trust under the laws of the Province of British Columbia or the federal laws of Canada applicable therein; or in derogation, in any manner, from the full force and effect of any construction or builders’ lien legislation of the Province of British Columbia or of any law of similar effect outside the Province of British Columbia to which either party may be subject; and (b) the price payable under the Contract will not in any way, exceed the price permitted to be charged under the laws or regulations of the Province of British Columbia or of Canada, or of any other jurisdiction to which either party may be subject, notwithstanding any contrary indications. The substantially prevailing party will recover all of its litigation costs including reasonable attorneys’ fees. The parties will have all remedies available to them at law or in equity. All available remedies are cumulative and may be exercised singularly or concurrently.

O. SUCCESSORS, ASSIGNS, SUBCONTRACTORS AND SECURITY INTERESTS.
Supplier cannot assign the responsibilities of this Contract without written consent. Supplier agrees not to employ a subcontractor to perform on Site Services without first obtaining Northwest Hardwoods written consent. Supplier will not, without prior written consent of Northwest Hardwoods, add or change any supplier, subcontractor or place of origin of the Products and/or Services. Supplier is fully responsible for the conduct of any contractors, consultants or other agents it may hire to assist it in performing the Contract. In the event that subcontractor(s) are used in performance of the Contract, Supplier is responsible for the performance of the subcontractor (regardless of tier) and will indemnify and hold all Northwest Hardwoods Indemnified Parties harmless in the event of negligent, reckless or intentional misconduct by the subcontractor. Supplier covenants that it will not register or amend a financing statement naming Northwest Hardwoods as the debtor or any other form of notice in the applicable Personal Property Registry without either a signed security agreement or other written approval from Northwest Hardwoods in advance. The collateral description will be specific and accurate. If the description includes an item that is not collateral or does not describe the collateral with sufficient precision to allow a reasonable person to readily identify the collateral, then the Supplier will immediately on demand by Northwest Hardwoods amend or discharge the registration to reflect the terms of the Contract Documents. At all times, Supplier will keep Northwest Hardwoods’ property free of liens arising out of the Service performed or Products delivered hereunder. Northwest Hardwoods may withhold any payment otherwise due to Supplier until Supplier submits proof of waiver of lien, in a form satisfactory to Northwest Hardwoods, that all lienable claims have been fully paid.

P. COMPLIANCE.
Supplier will inform itself of and will comply with all federal, provincial and local laws, codes, regulations, ordinances, permits and orders that are applicable to performing this Contract. Supplier will obtain all necessary licenses, permits and approvals and give all stipulations, certifications and representations that may be required for it to perform this Contract.

Q. HAZARDOUS MATERIALS; MSDS.
Supplier will provide to each of Northwest Hardwoods’ premises to or on which it provides Products/Services, all appropriate Material Safety Data Sheets (“MSDS”) at the time of delivery of each shipment of Products/Services which requires such compliance, and any updates of the same. If Supplier uses chemicals, PCBs or any potentially hazardous materials (collectively, “Materials”), Supplier assumes responsibility and will indemnify, defend and hold harmless the Northwest Hardwoods Indemnified Parties from and against any and all Claims arising out of Supplier’s use of Materials (including the unloading, discharge, storage, handling, or disposal of any chemical or container therefore), including the use of such Materials or container alone or in combination with other substances, and for Supplier’s noncompliance with any related laws or regulations.

R. ON PREMISES SAFETY; DRUG & ALCOHOL POLICY.
If Supplier acknowledges that Northwest Hardwoods’ premises are used for operational or industrial applications and maintained only to standards required for such use. If Supplier is performing services at Northwest Hardwoods’ premises, Supplier will, at its own initiative and expense, become familiar with, and abide by the premise’s operations and any safety rules or guidelines that govern such premises. Supplier covenants, represents and warrants that any employee, contractor or subcontractor (used in performance of Services) will be adequately trained by Supplier and at all times comply with the above-mentioned standards, as well as any site-specific safety instructions. If Supplier is performing Services at the Site, Supplier will promptly report in writing all injuries, accidents, property damage, near-miss incidents, or any claims regarding damages or injury that occur on Northwest Hardwoods property or in connection with the performance of Services to Northwest Hardwoods. Supplier agrees to cooperate and help Northwest Hardwoods investigate any such incidents. Supplier acknowledges that during the course of performing Services, it may use vehicles, rigging, blocking, scaffolding or other equipment (“Equipment”) owned by Northwest Hardwoods or a third party. Prior to using any such Equipment, Supplier will determine, at its sole discretion, the adequacy of such Equipment to perform the required task and inform itself of the appropriate and safe usage of such Equipment. Supplier will indemnify and hold all Northwest Hardwoods Indemnified Parties harmless for any claims, loss, liability and expense (including reasonable legal fees and litigation expenses) arising out of the use or misuse of such Equipment, even if such equipment was rented, loaned or furnished to Supplier by Northwest Hardwoods. Supplier will provide, at its own expense, all necessary and adequate personal protective equipment (“PPE”) for its employees/contractors/subcontractors (“Supplier’s Personnel”). However, in the event that Supplier’s Personnel uses Northwest Hardwoods-provided PPE, Supplier will indemnify and hold all Northwest Hardwoods Indemnified Parties harmless against any and all claims for loss, damages, liability, or other expenses of any nature, character, and kind related to or caused by the use or misuse of such PPE. Upon completion of Services, Supplier will remove all excess materials, equipment and rubbish and leave premises in a clean condition. Supplier shall not bring, or permit to be brought, anywhere on or near any of Northwest Hardwoods’ premises, any spirituous or intoxicating liquors, any drugs, the possession, use or distribution of which is prohibited by law. Supplier agrees to have an established, appropriate drug and alcohol policy for its employees.

S. CONFIDENTIALITY.
Supplier will hold in strict confidence, and treat as confidential, all information (including, but not limited to, technical and business) disclosed to it, including but not limited to volumes and pricing of Products and/or Services sold under this Contract and Supplier shall not communicate such information to any other party, except as required by law or auditors, and as needed by contractors in performing this Contract; provided that such contractors agree to be bound by a nondisclosure agreement with respect to such information that is no less stringent than the obligations in this section. For five years from the date of disclosure, Supplier will exercise the same degree of care as it exercises for its own information of similar nature, but not less than reasonable care, to (a) prevent disclosure of information received from Northwest Hardwoods, and (b) not use Northwest Hardwoods’ information for any purpose other than as needed to perform the Contract. However, these non-disclosure and non-use provisions do not apply after and to the extent such information: (i) is or becomes generally available to the public through no act or failure to act by Supplier; (ii) was already in Supplier’s possession at the time of its disclosure as shown by Supplier’s prior written records; (iii) is subsequently disclosed to Supplier on a non-confidential basis by a third party without violating any obligation of secrecy relating to the information disclosed; or (iv) is subsequently developed independently by an employee or agent of Supplier who did not have access to the information. Neither party will use the name of the other in publicity releases, referrals, advertising, or similar activity without the prior written consent of the other.

T. INSURANCE.
Supplier shall insure the Products and/or Services for all risks until they have been received at the point of delivery. If Supplier works at or provides Services on Northwest Hardwoods’ facilities, prior to commencing work or Services, Supplier will obtain and maintain (and ensure that each of its contractors and subcontractors obtain and maintain) for the entire duration of this Contract the following minimum insurance coverage (Northwest Hardwoods may require higher limits for a particular PO or supplier category) on its operations under this Contract: (a) Commercial General Liability (“CGL”) (occurrence form), covering bodily injury and property damage liability, contractual liability, products and completed operations liability; and, if performing construction or repair services, including broad form property damage liability (“BFPD”); with minimum limits of $1,000,000 per occurrence, $2,000,000 products and completed operations aggregate, and $2,000,000 general aggregate; (b) Comprehensive Automobile Liability (if applicable) covering owned, leased or scheduled vehicles with minimum limits of $1,000,000 per person and $1,000,000 per accident for bodily injury and $1,000,000 property damage or combined single limit of $1,000,000; and (c) Workers’ Compensation in accordance with the regulations of the Province where the relevant Northwest Hardwoods’ facility is located.
If any work or Service is performed at or on Northwest Hardwoods’ facilities, Supplier shall procure that Northwest Hardwoods is designated as an Additional Insured to the CGL policies of Supplier and each of its contractors and subcontractors, evidenced by copy of the endorsement or policy form attached to the Certificate of Insurance delivered to: Northwest Hardwoods, 820 A Street, Suite 500, Tacoma, WA 98402. If providing any work or Service at or on Northwest Hardwoods’ facilities, the Additional Insured endorsement will be include coverage for Supplier’s “operations” for Northwest Hardwoods. The above required liability limits can be provided by any combination of primary and umbrella/excess insurance policies. Supplier will provide Northwest Hardwoods with a Certificate of Insurance and endorsements or policy forms evidencing compliance with the above requirements prior to commencing any work on Northwest Hardwoods’ facilities. Supplier will require, and will procure that each of its contractors and subcontractors requires) its insurance carrier(s) to give Northwest Hardwoods at least 30 days written notice prior to cancellation of coverage. Supplier and its contractors and subcontractors will cause their insurance companies to waive rights of subrogation against Northwest Hardwoods and its affiliates. Supplier acknowledges that this waiver was mutually negotiated. Insurance companies providing coverage for Supplier and its subcontractors will have an A.M. Best’s rating of no less than B+ VII. All insurance or self-insurance of Northwest Hardwoods and its affiliates will be in excess of any insurance provided by Supplier or its contractors or subcontractors. Supplier will ensure that its contractors and subcontractors (that will be on Northwest Hardwoods premises) have complied with all the insurance coverage and endorsement requirements set forth in this Contract (including the naming of Northwest Hardwoods as an additional insured).

U. FORCE MAJEURE.
Supplier acknowledges that time is of the essence in its performance. However, neither party will be liable to the other for damages for failure to carry out this Contract in whole or in part when the failure is due to strikes, lockouts, fires, floods, earthquakes, or other natural disasters, freight embargoes, governmental or administrative prohibitions, riots, and acts of public enemies or terrorists. A party affected by such an event will immediately notify the other, describing the event and estimating its duration. The parties will cooperate in good faith to mitigate the effects of the event. Regardless, if Supplier is unable to honor the Contract in a timely fashion, Northwest Hardwoods will be entitled to seek Products and Services from another vendor without penalty and those Products and Services will count towards any volume requirements that Northwest Hardwoods has committed to purchase. Alternatively, at its sole election, Northwest Hardwoods may terminate this Contract. Unless excused from in accordance with this Section U, if Northwest Hardwoods must acquire Products/Services from another supplier on an emergency basis because Supplier is unable to timely perform on the agreed schedule, Supplier will reimburse Northwest Hardwoods for all commercially reasonable additional costs and expenses incurred to obtain the Products/Services.

V. RIGHT TO TERMINATE.
Northwest Hardwoods may modify or terminate the applicable Agreement or PO by written notice as to all or any part of the Products and/or Services not delivered prior to receipt by Supplier of the notice. Upon receipt of such notice to terminate, Supplier shall immediately discontinue all efforts under the applicable Agreement or PO. As to Products and/or Services which are standard manufactured items, Northwest Hardwoods’ only obligation shall be to pay for Products and/or Services delivered to Northwest Hardwoods prior to receipt of the notice of termination. As to Products and/or Services specially manufactured for Northwest Hardwoods, Supplier will stop all work on receipt of notice of termination, unless otherwise directed by Northwest Hardwoods. Upon such termination, Northwest Hardwoods will pay reasonable costs incurred by Supplier directly connected with the PO, including costs and cancellation charges actually incurred by Supplier under subcontracts. Such payment shall not exceed the total price of the order, and shall be reduced by any deposits, refunds or salvage values available to Supplier. Upon such payment, title to Products and/or Services shall pass to Northwest Hardwoods.

W. DEFAULT.
A party will be in default under this Contract if it: (a) fails to cure a breach within 10 business days of receipt of written notice of breach; or (b) becomes unable to make payments as they become due under this Contract, is adjudicated bankrupt, becomes insolvent, makes an assignment for the benefit of, or a compromise with, its creditors generally, or if a receiver or trustee is appointed in respect of it or its assets or undertaking, and fails to provide security satisfactory to the other party to guarantee all sums then owed to the other party and likely to become owed if this Contract is not terminated. In addition to any other available remedies, the non-defaulting party may immediately terminate this Contract without liability by written notice to the defaulting party. Any such termination will not affect rights or obligations accrued or owed prior to the effective date of the termination notice. Northwest Hardwoods’ failure to require strict performance in any instance will not constitute a waiver of that or any other term.

X. NOTICES.
Supplier and Northwest Hardwoods agree that all notices, requests, demands and other communications required by the Contract will be delivered in writing to the Supplier or Northwest Hardwoods Representative (or the replacement Representative designated by notice) as set forth in on the first page of the Agreement or PO or any other address that a party may designate by notice to the other party.

Y. NO AGENCY RELATIONSHIP.
This Contract does not create an agency relationship between the parties and does not establish a joint venture or partnership between the parties. Neither party has the authority to bind the other party or represent to any person that the party is an agent of the other party.

Z. CONTRACT INTERPRETATION.
The parties to this Contract represent that they have negotiated and understand its provisions and agree that no presumptions should be made against the drafter. This Contract will be binding on the parties and their respective heirs, personal representatives, successors, and permitted assigns, and will inure to their benefit. If a provision of this Contract is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Contract will not be impaired. This Contract contains the entire understanding of the parties regarding the subject matter of this Contract and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of this Contract. No waiver will be binding on Northwest Hardwoods unless it is in writing and signed by the party making the waiver. Northwest Hardwoods’ waiver of a breach of a provision of this Contract will not be a waiver of any other provision or a waiver of a subsequent breach of the same provision.

AA. AFFILIATES.
“Northwest Hardwoods” means Northwest Hardwoods Limited or an affiliate of Northwest Hardwoods as may be designated in writing by Northwest Hardwoods from time to time.

BB. FACSIMILE SIGNATURES.
A facsimile of a signature shall have the same force and effect as an original signature.

CC. WITHHOLDING.
If a PO includes the requirements of Supplier to provide installation supervision, start-up, training, performance testing or any other services and if Supplier is a non-resident of Canada, then Northwest Hardwoods is required to deduct a fifteen percent (15 percent) withholding under Regulation 105 of the Income Tax Act (Canada) from each payment for such services and to remit such amount(s) withheld to the Canada Revenue Agency. Northwest Hardwoods will before the end of February of the year following the year of payment, forward to Supplier certificate T4A-NR summarizing the amounts withheld. Northwest Hardwoods is not required to withhold on the reimbursement of receipted travel expenses, the purchase of equipment, or for services Supplier renders in Suppliers’ country of residence, therefore, these charges must be separately detailed on invoices.