Contracts

These Terms and Conditions (the "Terms") are attached to and form an integral part of the Sales Agreement entered into between Absolutely Covered Inc. (“ACI”) and the Buyer. Together with the Sales Agreement, all Schedules, appendices, and documents incorporated by reference, these Terms constitute the entire agreement between the Parties with respect to the supply, and where applicable, the Assembly, of the Structures described herein. In the event of any conflict between the Sales Agreement and these Terms, the Sales Agreement shall prevail to the extent of the inconsistency.

ARTICLE 1 - DEFINITIONS

1. "Assembly" means the on-site erection, installation, and construction of the Structures on the Project Site by ACI or its authorized subcontractors, including all labour, supervision, materials, tools, and equipment required to render the Structures fully erected and operational in accordance with the Specifications and Engineering Documents.
2. "Building Components" means all structural steel, framing members, purlins, bracing, connectors, fasteners, anchoring systems, fabric panels and covers, doors, end walls, ventilation systems, lighting provisions, and any other materials or parts supplied by ACI as part of the Structures.
3. "Change Order" means a written document issued by ACI in response to a Change Request, setting forth the proposed modifications to the scope of work, Specifications, Purchase Price, Delivery Date, or assembly schedule, which must be accepted in writing by the Buyer before any work is commenced thereon.
4. "Change Request" means a written request submitted by the Buyer to ACI seeking a modification, addition, or deletion to the scope of work, Specifications, or any other aspect of the Contract.
5. "Contract" means the Sales Agreement, these Terms, all Schedules and appendices attached hereto, the Engineering Documents, and all Change Orders duly executed by both Parties, collectively constituting the entire agreement between the Parties.
6. "Buyer" means the Party identified as the buyer on the Sales Agreement, including its successors and permitted assigns.
7. "Delivery Date" means the estimated date on which ACI expects to deliver the Structures and Building Components to the Project Site or other designated delivery point, as set forth in the Sales Agreement or as modified by any Change Order.
8. "Engineering Documents" means all engineered drawings, structural calculations, foundation designs, anchoring specifications, load analyses, and related technical documents prepared by or sealed by a licensed professional engineer.
9. “Party” means each of the Buyer and ACI individually, and “Parties” means the Buyer and ACI collectively.
10. "Project Site" means the location where the Structures are to be delivered and, if applicable, assembled, as identified in the Sales Agreement or as otherwise agreed in writing by the Parties.
11. "Purchase Price" means the total price payable by the Buyer to ACI for the Structures and, where applicable, Assembly services, as set forth in the Sales Agreement and as may be adjusted by any duly executed Change Orders, exclusive of all applicable taxes, duties, and surcharges unless expressly stated otherwise.
12. "Specifications" means the technical requirements, performance criteria, dimensional tolerances, material standards, design parameters, and other specifications for the Structures as set forth in the Sales Agreement, the Engineering Documents, Schedule A, and any Change Orders.
13. "Structures" means the fabric structures, including all Building Components, to be supplied by ACI pursuant to the Contract, as more particularly described in the Sales Agreement and Specifications.
14. "Winter Period" means the period from November 1 through March 31 of the following calendar year, inclusive, during which additional costs may be incurred for Assembly due to adverse weather conditions.
15. 2.- SCOPE OF WORK
16. The scope of work under this Contract shall be as specified in the Sales Agreement and shall consist of one of the following, as selected therein:

(a) Supply Only: ACI shall supply and deliver the Structures and all Building Components to the Project Site or other designated delivery point in accordance with the Specifications and Engineering Documents. Under a supply-only arrangement, the Buyer shall be solely responsible for the unloading, handling, storage, and erection of the Structures.

(b) Supply and Assembly: ACI shall supply and deliver the Structures and all Building Components to the Project Site and shall provide all labour, supervision, materials, tools, equipment, and related services necessary to fully erect, install, and assemble the Structures in accordance with the Specifications and Engineering Documents.

1. ACI shall supply the Structures in accordance with the Specifications set forth in the Sales Agreement and Schedule A, and the Engineering Documents. All Structures shall be made from high-quality materials and shall conform to all applicable industry standards and regulatory requirements.
2. Where the scope of work includes Assembly, the detailed scope of Assembly services shall be as set forth in Schedule B attached hereto. ACI shall perform the Assembly in a workmanlike manner, using qualified personnel and in compliance with all applicable laws, regulations, and safety standards.
3. The Buyer’s responsibilities with respect to site preparation, access, utilities, permits, and other obligations necessary to facilitate ACI's performance shall be as set forth in Schedule C attached hereto and as otherwise provided in these Terms. Any failure by the Buyer to fulfill its obligations under Schedule C that causes a delay or additional cost to ACI shall entitle ACI to an equitable adjustment to the Purchase Price and the schedule.
4. 3. - PRICING AND PAYMENT TERMS
5. The Buyer shall pay ACI the Purchase Price as set forth in the Sales Agreement. All amounts are stated in Canadian dollars unless otherwise expressly provided in the Sales Agreement.
6. Where the scope of work is Supply Only, payment shall be made in accordance with the following schedule:

(a) Seventy percent (70%) of the Purchase Price shall be due and payable as a deposit within two (2) business days of the Buyer’s execution of the Sales Agreement; and

(b) Thirty percent (30%) of the Purchase Price shall be due and payable prior to the shipment of the Structures to the Project Site. ACI shall not be obligated to ship the Structures until payment in full of the remaining balance has been received.

1. Where the scope of work is Supply and Assembly, payment shall be made in accordance with the following schedule:

(a) Fifty percent (50%) of the Purchase Price shall be due and payable upon the Buyer’s execution of the Sales Agreement;

(b) Twenty percent (20%) of the Purchase Price shall be due and payable upon delivery of the Structures and Building Components to the Project Site;

(c) Twenty percent (20%) of the Purchase Price shall be due and payable after the Structures and Building Components have been unloaded and staged at the Project Site; and

(d) Ten percent (10%) of the Purchase Price shall be due and payable upon completion of Assembly and satisfactory final inspection of the Structures.

1. All amounts set forth in the Sales Agreement and these Terms are exclusive of all applicable federal, provincial, and municipal taxes, including Goods and Services Tax (GST), Harmonized Sales Tax (HST), Provincial Sales Tax (PST), and any other sales, use, excise, or similar taxes or duties. All such taxes shall be the responsibility of the Buyer and shall be payable in addition to the Purchase Price.
2. Any modifications to the scope of work authorized through a Change Order shall be priced separately and shall be payable in accordance with the payment terms specified in the applicable Change Order. Unless otherwise agreed in writing, payment for Change Orders shall be due within fifteen (15) days of the date of the Change Order invoice.
3. All payments not received by the due date shall bear interest at a rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) from the due date until the date of payment in full. ACI reserves the right to suspend performance, including shipment and Assembly, in the event of any payment default by the Buyer until all outstanding amounts, including accrued interest, have been received.
4. 4. - DELIVERY AND SCHEDULE
5. The Delivery Date set forth in the Sales Agreement is an estimate only and is not guaranteed by ACI. ACI shall use commercially reasonable efforts to deliver the Structures on or before the estimated Delivery Date; however, ACI shall not be liable for any failure to meet the estimated Delivery Date, and no such failure shall constitute a breach of this Contract.
6. Where the scope of work includes Assembly, the assembly timeline set forth in the Sales Agreement is an estimate only. Assembly timelines are subject to adjustment based on weather conditions, site readiness, availability of personnel, and other factors beyond ACI's reasonable control. ACI shall keep the Buyer reasonably informed of the anticipated assembly schedule and any material changes thereto.
7. Any delays caused by the Buyer, including but not limited to delays in site preparation, failure to provide required access, failure to obtain permits, failure to make timely payments, or changes to the scope of work, shall automatically extend the delivery and assembly schedule by a period equal to the duration of the Buyer-caused delay, plus such additional time as may be reasonably necessary for ACI to remobilize and resume performance.
8. In the event that Buyer-caused delays exceed forty-five (45) calendar days in the aggregate, ACI shall have the right to terminate the Contract upon seven (7) days' written notice to the Buyer. Upon such termination, all amounts previously paid by the Buyer shall be retained by ACI as liquidated damages and not as a penalty. The Parties acknowledge and agree that ACI's actual damages resulting from such Buyer-caused delays and termination would be difficult or impossible to ascertain with certainty, and that the amounts retained represent a reasonable estimate of ACI's anticipated and actual losses, including but not limited to costs of storage, demobilization, reallocation of resources, and lost profit. The Parties further acknowledge that this provision has been freely negotiated and that the liquidated damages amount bears a reasonable relationship to the harm that is foreseeable at the time of entering into this Contract. Nothing in this section shall preclude ACI from recovering additional amounts for costs or damages that are distinct from and not covered by the liquidated damages set forth herein.
9. Under no circumstances shall ACI be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to any delay in delivery or assembly, including but not limited to lost revenue, lost profits, business interruption, loss of use, or increased costs of alternative arrangements, regardless of whether ACI has been advised of the possibility of such damages.
10. Upon delivery of the Structures to the Project Site, the Buyer and ACI shall conduct a joint inspection within seventy-two (72) hours of delivery to verify the quantity, condition, and conformity of the delivered items against the Sales Agreement and packing list. Any discrepancies, shortages, or visible damage shall be noted in writing and signed by both Parties at the time of inspection.
11. ACI shall provide the Buyer with a minimum of five (5) business days' written notice prior to the expected delivery of the Structures to the Project Site. The Buyer shall ensure that the Project Site is accessible and ready to receive delivery at the scheduled time. In the event that the Buyer fails to accept delivery at the scheduled time, ACI shall be entitled to charge storage fees and any additional transportation costs incurred.
12. 5. - TITLE AND RISK OF LOSS
13. Where the scope of work is Supply Only, title to and ownership of the Structures and Building Components shall pass from ACI to the Buyer upon delivery of the Structures to the Project Site or other designated delivery point, provided that all payments due on or before delivery have been received in full. Where the scope of work is Supply and Assembly, title to and ownership of the Structures shall pass from ACI to the Buyer upon the earlier of (a) completion of Assembly and final inspection, or (b) the Buyer’s use or occupancy of the Structures.
14. Risk of loss or damage to the Structures and Building Components shall pass to the Buyer concurrently with the passing of title as described in Section 5.1. Prior to the passing of risk, ACI shall maintain adequate insurance coverage for the Structures during transit and, where applicable, during Assembly. After the passing of risk, the Buyer shall be solely responsible for insuring the Structures against all risks of loss or damage.
15. The Buyer shall not sell, lease, transfer, encumber, or otherwise dispose of the Structures or any Building Components prior to the passing of title without the prior written consent of ACI. Any purported sale, transfer, or encumbrance in violation of this Section shall be void and of no effect.
16. 6. - SECURITY INTEREST
17. Notwithstanding the passing of title pursuant to Article 5, ACI shall retain, and the Buyer hereby grants to ACI a purchase money security interest in the Structures and all Building Components to secure the full and punctual payment of the Purchase Price and all other amounts owing by the Buyer under this Contract. The Buyer acknowledges that ACI may register a financing statement or other security registration in accordance with applicable personal property security legislation to perfect such security interest.
18. The Buyer agrees to cooperate with ACI and to execute and deliver all documents, instruments, and agreements as may be reasonably requested by ACI to create, perfect, maintain, and enforce ACI's security interest, including without limitation financing statements, financing change statements, and any amendments or renewals thereof.
19. The Buyer shall not create, permit, or suffer any further lien, charge, security interest, or encumbrance on the Structures or Building Components ranking in priority to or pari passu with ACI's security interest without the prior written consent of ACI. The Buyer shall promptly notify ACI of any lien, claim, or encumbrance asserted against the Structures by any third party.
20. 7. - SITE PREPARATION AND ACCESS
21. The Buyer shall be solely responsible for all costs and expenses associated with the preparation of the Project Site, including but not limited to grading, levelling, compaction, drainage, foundation construction, and the removal of any existing structures, vegetation, or obstructions. ACI shall have no obligation to prepare the Project Site and shall not be responsible for any costs associated therewith.
22. The Project Site shall be cleared of all debris, obstructions, and hazardous materials, and shall have a clear perimeter of not less than ten (10) feet surrounding the footprint of each Structure to allow for safe and efficient assembly operations, equipment access, and material staging.
23. The Project Site shall be levelled to a tolerance of plus or minus one-half inch (±1/2") across the footprint of each Structure. Any failure to achieve the required level tolerance may result in additional costs to the Buyer for shimming, custom fitting, or other remedial measures, which shall be charged as extras.
24. Prior to the commencement of any delivery or Assembly activities, the Buyer shall ensure that all underground utilities, services, and infrastructure (including but not limited to water, sewer, gas, electrical, telecommunications, and drainage lines) have been accurately located, marked, and, where necessary, protected. The Buyer shall be solely liable for any damage to underground utilities or infrastructure resulting from inaccurate or incomplete marking.
25. The Buyer shall provide ACI with a detailed site drawing or survey showing the proposed location of each Structure, the locations of all underground and overhead utilities, access routes, property boundaries, easements, and any other relevant site features, no later than ten (10) business days prior to the scheduled commencement of delivery or Assembly.
26. The Buyer shall provide ACI's assembly crew with unrestricted access to the Project Site during normal working hours and at such other times as may be reasonably required. Access routes to the Project Site shall be suitable for heavy vehicles and equipment and shall be maintained by the Buyer at the Buyer’s sole cost and expense throughout the duration of Assembly.
27. The Buyer shall provide, at its sole cost, an adequate staging and storage area on or adjacent to the Project Site for ACI's materials, tools, equipment, and temporary facilities during Assembly. The staging area shall be secure, reasonably level, and readily accessible from the assembly work area.
28. 8. - PERMITS AND APPROVALS
29. The Buyer shall be solely responsible for obtaining, at its own cost and expense, all permits, licences, approvals, and authorizations required in connection with the delivery, installation, assembly, and use of the Structures at the Project Site, including but not limited to building permits, development permits, zoning approvals, environmental permits, and occupancy permits.
30. The Buyer shall ensure that all required building permits have been obtained and are in full force and effect prior to the commencement of any Assembly activities. Any delays in Assembly resulting from the Buyer’s failure to obtain required permits shall be treated as a Buyer-caused delay under Section 4.3 and shall entitle ACI to an extension of time and recovery of additional costs incurred.
31. The Buyer shall be solely responsible for ensuring that the Structures, as installed at the Project Site, comply with all applicable municipal, provincial, and federal building codes, zoning by-laws, land use regulations, fire codes, and other regulatory requirements. ACI makes no representation or warranty that the Structures will comply with any specific building code or regulation applicable to the Project Site, except to the extent expressly stated in the Engineering Documents.
32. 9. - WINTER INSTALLATION
33. Where Assembly is scheduled to take place, in whole or in part, during the Winter Period (November 1 through March 31), a winter installation surcharge of ten percent (10%) of the Assembly portion of the Purchase Price shall be added to the Purchase Price. The winter surcharge reflects the additional costs associated with cold-weather assembly, including but not limited to reduced productivity, additional safety measures, temporary heating, snow and ice removal, and extended timelines necessitated by adverse weather conditions.
34. Where only a portion of the Assembly is performed during the Winter Period, the winter installation surcharge shall be pro-rated based on the number of Assembly days falling within the Winter Period relative to the total number of Assembly days. ACI shall provide the Buyer with a calculation of the pro-rated surcharge prior to commencing any Assembly during the Winter Period.
35. 10. - ALTERATIONS AND CHANGE ORDERS
36. The Buyer may request modifications, additions, or deletions to the scope of work, Specifications, schedule, or any other aspect of the Contract by submitting a written Change Request to ACI. Each Change Request shall describe the proposed change in reasonable detail and shall identify the reasons for the requested change.
37. Upon receipt of a Change Request, ACI shall evaluate the requested change and shall issue a written Change Order to the Buyer setting forth: (a) a description of the proposed change; (b) the impact on the Purchase Price, including any additional costs or credits; (c) the impact on the Delivery Date and assembly schedule; and (d) any other terms and conditions applicable to the change. ACI shall use commercially reasonable efforts to issue the Change Order within ten (10) business days of receipt of the Change Request.
38. No Change Request shall be effective, and ACI shall not be obligated to perform any changed or additional work, unless and until a Change Order has been executed in writing by both Parties.
39. Where a Change Request requires an engineering review or redesign of the Structures, any additional engineering, design, or material costs resulting from such review or redesign shall be treated as extras and shall be included in the Change Order. Enhanced specifications, upgraded materials, or additional structural requirements identified during the engineering review shall be subject to the Buyer’s written approval and payment of the associated costs prior to implementation.
40. 11. - DELAY CHARGES
41. In the event that ACI's assembly crew is unable to perform work or is required to remain idle at the Project Site due to Buyer-caused delays, including but not limited to failure to prepare the site, failure to provide access, failure to obtain permits, or failure to fulfil any other obligation of the Buyer, the Buyer shall pay ACI a delay charge of ninety-five dollars ($95.00) per hour per worker for each hour of delay, based on a ten (10) hour workday. Delay charges shall accrue from the time the assembly crew arrives at the Project Site or is scheduled to commence work, whichever is earlier, until such time as the delay is resolved and work can resume.
42. In addition to the delay charges set forth in Section 11.1, the Buyer shall reimburse ACI for all reasonable costs and expenses incurred as a result of Buyer-caused delays, including but not limited to: (a) drug and alcohol testing costs required for workers returning to the Project Site after a delay; (b) permit renewal or re-application costs; (c) equipment rental charges for idle equipment; (d) travel and accommodation costs for crew members unable to return home during the delay; and (e) any other out-of-pocket expenses reasonably incurred by ACI as a direct result of the delay.
43. 12. - INSPECTION AND ACCEPTANCE
44. Upon delivery of the Structures to the Project Site, the Buyer and ACI shall conduct a joint inspection and inventory within twenty-four (24) hours of delivery. During the joint inspection, the Parties shall verify the quantity, condition, and conformity of all delivered Building Components against the Sales Agreement, packing list, and bill of lading. The results of the joint inspection shall be documented in writing and signed by authorized representatives of both Parties.
45. The Buyer shall report any defects, damages, shortages, or non-conformities discovered during the joint inspection in writing at the time of inspection. Any defects, damages, shortages, or non-conformities not reported during the joint inspection shall be deemed waived, unless such defects are latent and could not reasonably have been discovered during a visual inspection.
46. ACI shall replace or repair, without unreasonable delay and at its sole cost and expense, any Building Components that are found to be missing, defective, damaged, or non-conforming during the joint inspection, provided that such defects or non-conformities are attributable to ACI and are not caused by the Buyer’s handling, storage, or use of the Building Components after delivery.
47. Where the scope of work includes Assembly, final acceptance shall occur upon completion of Assembly and a satisfactory final inspection by the Buyer and ACI. The final inspection shall verify that the Structures have been assembled in accordance with the Specifications, Engineering Documents, and applicable building codes. The Buyer shall not unreasonably withhold, delay, or condition acceptance.
48. The Buyer shall have the right to reject any Structures or Building Components that do not conform to the Specifications or are materially defective. Any rejection shall be communicated to ACI in writing, with reasonable specificity as to the basis for rejection, within three (3) business days of the inspection. Upon receipt of a valid notice of rejection, ACI shall, at its option, repair, replace, or re-perform the non-conforming work within a commercially reasonable time.
49. 13. - WARRANTIES
50. ACI warrants that the Structures and Building Components shall be covered by the manufacturer's standard warranty as provided by the original manufacturer. ACI shall assign or pass through to the Buyer, to the fullest extent permitted, all manufacturer's warranties applicable to the Structures and Building Components. Copies of all applicable manufacturer's warranties shall be provided to the Buyer upon delivery.
51. Where the scope of work includes Assembly, ACI warrants that the Assembly work shall be performed in a good and workmanlike manner, free from defects in workmanship, and in accordance with the Specifications, Engineering Documents, and applicable building codes. This workmanship warranty shall remain in effect for a period of six (6) months from the date of final acceptance of the Structures. During the warranty period, ACI shall, at its sole cost and expense, repair or correct any defects in workmanship upon receipt of written notice from the Buyer.
52. The warranties set forth in this Article 15 shall not apply to any defects, damages, or failures resulting from: (a) misuse, abuse, neglect, or improper operation of the Structures by the Buyer or any third party; (b) unauthorized modifications, alterations, or repairs made to the Structures without ACI's prior written consent; (c) failure by the Buyer to perform recommended maintenance in accordance with ACI's maintenance guidelines; (d) damage caused by Force Majeure events; (e) normal wear and tear; (f) use of the Structures in a manner or for a purpose other than that for which they were designed and specified; (g) failure by the Buyer to follow ACI’s written instructions regarding the use, operation, storage, or handling of the Structures; or (h) any alteration to the Project Site conditions, including changes to grading, drainage, or foundations, after installation of the Structures.
53. 14. - INDEMNIFICATION
54. The Buyer shall indemnify, defend, and hold harmless ACI and its successors, assigns, directors, officers, agents, employees, and subcontractors (collectively, the "Vendor Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising out of, resulting from, or in connection with:

(a) any act, omission, negligence, or wilful misconduct of the Buyer, its employees, agents, contractors, or invitees;

(b) any breach by the Buyer of its obligations, representations, or warranties under this Contract;

(c) any personal injury, death, or property damage occurring at or in connection with the Project Site, except to the extent directly caused by the gross negligence or wilful misconduct of ACI;

(d) any environmental contamination, hazardous materials, or pre-existing site conditions at the Project Site;

(e) any claim by a third party arising from the Buyer’s use, operation, or maintenance of the Structures after the passing of title; and

(f) any liens, claims, or encumbrances placed on the Structures or the Project Site by or through the Buyer.

1. The Buyer’s indemnification obligations under this Article 14 shall survive the completion, expiration, or termination of this Contract and shall not be limited by the amount of the Purchase Price or any insurance coverage maintained by either Party.
2. 15. - LIMITATION OF LIABILITY
3. Except as expressly provided herein, in no event shall Vendor be liable to Buyer, or to any third party claiming through or under Buyer, for any consequential, incidental, indirect, special, exemplary, or punitive damages of any kind, including but not limited to loss of profits, loss of revenue, loss of use, loss of production, business interruption, or cost of substitute facilities, howsoever arising, whether based on contract, tort (including negligence), strict liability, or any other theory of liability, even if Vendor has been advised of the possibility of such damages.
4. Notwithstanding any other provision of the Sales Agreement or these Terms, the total aggregate liability of Vendor to Buyer for all claims, losses, damages, and expenses arising out of or in connection with the Sales Agreement, whether based on contract, tort (including negligence), strict liability, or any other theory, shall in no event exceed fifty percent (50%) of the total Purchase Price actually paid or payable by Buyer to Vendor under the Sales Agreement giving rise to such claim.
5. The limitations and exclusions of liability set forth in Sections 15.1 and 15.2 shall not apply to the extent that damages arise directly from the willful misconduct or fraud of Vendor, its directors, officers, employees, or agents.
6. 16. - INSURANCE REQUIREMENTS
7. Buyer shall, at its sole cost and expense, procure and continuously maintain insurance coverage on all structures, materials, and equipment delivered pursuant to the Sales Agreement, insuring such items against all risks of physical loss or damage (including, without limitation, fire, theft, vandalism, windstorm, flood, and accidental damage) to their full replacement value. Such insurance shall be effective from the date of delivery of the structures to the Buyer’s site and shall remain in force until all amounts owing to Vendor under the Sales Agreement have been paid in full.
8. All insurance policies maintained by Buyer pursuant to Section 16.1 shall include a loss payable endorsement in favour of Vendor, naming Vendor as first loss payee with respect to the structures until full payment has been received. Buyer shall not permit any act or omission that would invalidate or impair such insurance coverage.
9. Buyer shall, upon written request by Vendor, promptly provide Vendor with a certificate of insurance or other evidence of coverage satisfactory to Vendor, confirming the existence and terms of the insurance policies required under this Article 16, including confirmation of the loss payable endorsement in favour of Vendor.
10. 17. - DEFAULT AND REMEDIES
11. Each of the following shall constitute an event of default by Buyer under the Sales Agreement and these Terms:

(a) Buyer fails to make any payment when due and such failure continues for a period of ten (10) calendar days after written notice thereof from Vendor;

(b) Buyer breaches any material obligation, representation, warranty, or covenant under the Sales Agreement or these Terms and fails to cure such breach within fifteen (15) calendar days after receiving written notice thereof from Vendor;

(c) Buyer becomes insolvent, makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, is adjudicated bankrupt, files any petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any applicable statute, law, or regulation, or a receiver, trustee, or liquidator is appointed for Buyer or for any substantial part of Buyer’s property;

(d) Buyer takes any action or permits any action to be taken that endangers, impairs, or threatens to impair Vendor's security interest in the structures or any collateral provided under the Sales Agreement.

1. Upon the occurrence and during the continuance of any event of default, all unpaid amounts owing by Buyer to Vendor under the Sales Agreement shall bear interest at the rate of eighteen percent (18%) per annum, calculated daily and compounded monthly, from the date of default until such amounts are paid in full, both before and after judgment.
2. Upon the occurrence of an event of default, Vendor may, at its sole discretion and without prejudice to any other rights or remedies available at law or in equity, exercise any one or more of the following remedies:

(a) declare all unpaid amounts under the Sales Agreement immediately due and payable, without demand, presentment, protest, or notice of any kind, all of which are hereby expressly waived by Buyer;

(b) cancel and terminate the Sales Agreement and any unfulfilled obligations of Vendor thereunder;

(c) retain all prior payments made by Buyer as liquidated damages and not as a penalty, the Parties agreeing that such amounts represent a genuine pre-estimate of the minimum damages that Vendor would suffer as a result of Buyer’s default.

1. Upon the occurrence of an event of default, Vendor shall have the right, without prior notice to Buyer (to the extent permitted by applicable law), to enter upon Buyer’s premises or any other location where the structures may be situated and to repossess, remove, and retake possession of the structures, together with all accessories, attachments, and improvements thereto. Buyer hereby irrevocably grants Vendor a licence to enter upon such premises for the purposes of exercising its rights under this Section 17.4.
2. Buyer shall indemnify and reimburse Vendor for all costs, charges, and expenses incurred by Vendor in connection with the enforcement of its rights and remedies under the Sales Agreement and these Terms, including, without limitation, all legal fees and disbursements on a solicitor-and-own-client (full indemnity) basis, collection agency fees, repossession costs, storage charges, and all costs of repairing, refurbishing, and reselling the structures.
3. 18. - FORCE MAJEURE
4. For the purposes of the Sales Agreement and these Terms, "Force Majeure" means any event or circumstance beyond the reasonable control of the affected Party that prevents or delays the performance of its obligations hereunder, including but not limited to: acts of God; fire; lightning; earthquakes; tornados; hurricanes; extreme winds; blizzards; ice storms; floods; tidal waves; volcanic eruptions; pandemics; epidemics; quarantine restrictions; acts of war, terrorism, or civil unrest; blockades; embargoes; sanctions; government actions, orders, or regulations; labour disputes, strikes, or lockouts (other than those involving the affected Party’s own employees); shortages of or inability to obtain materials, equipment, or transportation; supply chain disruptions; power outages; and failures of telecommunications networks.
5. Neither Party shall be liable to the other for any failure or delay in the performance of its obligations under the Sales Agreement to the extent that such failure or delay is caused by an event of Force Majeure, provided that the affected Party has complied with its obligations under Section 18.3. The time for performance of the affected obligation shall be extended by a period equal to the duration of the Force Majeure event.
6. The Party affected by an event of Force Majeure shall: (a) give prompt written notice to the other Party of the occurrence of the Force Majeure event, including reasonable details of the nature and expected duration thereof; (b) use commercially reasonable efforts to mitigate the effects of the Force Majeure event and to resume performance of its obligations as soon as reasonably practicable; and (c) provide periodic updates to the other Party regarding the status of the Force Majeure event and the affected Party’s efforts to resume performance.
7. 19. - DISPUTE RESOLUTION
8. In the event of any dispute, controversy, or claim arising out of or in connection with the Sales Agreement or these Terms, including any question regarding their existence, validity, interpretation, performance, breach, or termination (a "Dispute"), the Parties shall first attempt in good faith to resolve the Dispute through direct negotiation between senior representatives of each Party who have authority to settle the matter. Either Party may initiate such negotiation by delivering written notice to the other Party describing the Dispute in reasonable detail.
9. If the Dispute is not resolved through negotiation within thirty (30) calendar days after delivery of the notice referred to in Section 19.1 (or such longer period as the Parties may agree in writing), either Party may refer the Dispute to the Courts of the Province of Alberta, or, if both Parties agree in writing, to binding arbitration conducted in accordance with the Arbitration Act (Alberta) or such other arbitration rules as the Parties may agree. The seat of any arbitration shall be Calgary, Alberta, and the language of the arbitration shall be English.
10. The non-prevailing Party in any Dispute shall bear all reasonable costs, fees, and expenses (including legal fees on a solicitor-and-own-client basis) incurred by the prevailing Party in connection with the resolution of such Dispute, unless otherwise ordered by the court or arbitral tribunal.
11. 20. - INTELLECTUAL PROPERTY
12. Vendor retains all right, title, and interest in and to all intellectual property rights, including but not limited to patents, copyrights, trademarks, trade secrets, industrial designs, and all other proprietary rights, in and to all designs, drawings, specifications, engineering documents, technical data, software, and other materials created, developed, or provided by Vendor in connection with the Sales Agreement (collectively, "Vendor IP"). Nothing in the Sales Agreement or these Terms shall be construed as transferring or assigning any intellectual property rights from Vendor to Buyer.
13. Subject to Buyer’s full compliance with the Sales Agreement and these Terms, including payment of all amounts owing to Vendor, Vendor hereby grants to Buyer a limited, non-exclusive, non-transferable, revocable licence to use ACI IP solely in connection with the installation, operation, and maintenance of the specific structures purchased by Buyer under the Sales Agreement. This licence does not extend to any other use, and shall automatically terminate upon any event of default by Buyer or upon termination of the Sales Agreement.
14. Buyer shall not, without the prior written consent of Vendor, reproduce, copy, modify, adapt, reverse engineer, decompile, disassemble, create derivative works from, or distribute any Vendor IP, or permit any third party to do any of the foregoing. Buyer shall promptly notify Vendor of any unauthorized use, reproduction, or distribution of Vendor IP of which Buyer becomes aware.
15. 21. - SAFETY AND COMPLIANCE
16. Vendor's assembly crews and all personnel engaged in the assembly, installation, or erection of the structures at Buyer’s site shall comply with all applicable federal, provincial, state, and local occupational health and safety legislation, regulations, codes, and standards, including without limitation the requirements of the Occupational Safety and Health Administration (OSHA), WorkSafeBC, and any equivalent regulatory bodies in the jurisdiction where the work is performed.
17. Buyer shall reimburse Vendor for all costs and expenses associated with drug and alcohol testing of assembly crew personnel, including pre-employment testing, random testing, and post-incident testing, to the extent that such testing is required by Buyer’s site policies, applicable law, or project-specific requirements. Buyer shall further reimburse Vendor for all costs associated with obtaining permits, licences, and certifications required for the performance of assembly work at Buyer’s site.
18. 22. - SUBCONTRACTING
19. ACI may subcontract any portion of the work or services to be performed under the Sales Agreement to qualified subcontractors at ACI’s sole discretion, without requiring the prior consent or approval of the Buyer.
20. 23. - ASSIGNMENT
21. The Buyer may not assign, transfer, charge, or otherwise dispose of the Sales Agreement or any of its rights, obligations, or interests thereunder, in whole or in part, without the prior written consent of ACI, which consent may be withheld in ACI’s sole discretion. Any purported assignment by the Buyer in contravention of this Section 23.1 shall be null and void and of no force or effect.
22. ACI may freely assign, transfer, or otherwise dispose of the Sales Agreement or any of its rights, obligations, or interests thereunder without the consent of the Buyer.
23. 24. - NOTICES
24. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under the Sales Agreement or these Terms shall be in writing and shall be delivered to the respective Parties at the addresses set forth on the face of the Sales Agreement, or to such other address as either Party may designate by written notice to the other Party in accordance with this Section 24.
25. Notices shall be deemed to have been duly given and received: (a) if delivered personally, on the date of delivery; (b) if sent by registered or certified mail, postage prepaid, on the fifth (5th) business day following the date of mailing; (c) if sent by reputable overnight courier service, on the next business day following the date of dispatch; or (d) if sent by email, on the date of transmission, provided that the sender does not receive an automated delivery failure notification and a confirmation copy is sent by one of the foregoing methods within two (2) business days.
26. 25. - ENTIRE AGREEMENT AND AMENDMENTS
27. The Sales Agreement, together with these Terms and all schedules, exhibits, and attachments hereto and thereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, understandings, and agreements between the Parties, whether written or oral, relating to such subject matter. No terms or conditions contained in any Sales Agreement, acknowledgment, invoice, or other document issued by Buyer shall form part of the agreement between the Parties unless expressly accepted in writing by Vendor.
28. No amendment, modification, supplement, or waiver of the Sales Agreement or these Terms shall be binding unless made in writing and signed by duly authorized representatives of both Parties. No course of dealing, usage of trade, or course of performance shall be relevant to explain, supplement, or modify any provision of the Sales Agreement or these Terms.
29. 26. - SEVERABILITY
30. If any provision of the Sales Agreement or these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect or impair the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect. The Parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and legal objectives of the original provision.
31. 27. - GOVERNING LAW
32. The Sales Agreement and these Terms shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to any conflict of laws principles that would require or permit the application of the laws of any other jurisdiction. Each Party hereby irrevocably and unconditionally attorns to the exclusive jurisdiction of the Courts of the Province of Alberta and all courts of appeal therefrom for the purpose of any suit, action, or other proceeding arising out of or in connection with the Sales Agreement or these Terms.
33. 28. - WAIVER
34. No failure or delay by either Party in exercising any right, power, or remedy under the Sales Agreement or these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any breach of any provision of the Sales Agreement or these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.
35. 29. - SURVIVAL
36. The provisions of the Sales Agreement and these Terms that by their nature or intent are intended to survive the expiration, completion, or termination of the Sales Agreement shall survive and continue in full force and effect, including, without limitation, the provisions relating to warranties, indemnification, limitation of liability, intellectual property, dispute resolution, governing law, and any accrued payment obligations.