Content and conclusion of the Agreement

Kameleon division of The Bugatti Group INC., its affiliates or subsidiaries (“Kameleon division of The Bugatti Group”) hereby agrees to provide, the goods or services (the “Supply”) to the purchaser (“Purchaser”) as provided for in a purchase order, online order, email or other communication confirming an order (“Confirmation of Purchase”).The Confirmation of Purchase and the present terms and conditions as well as any document referred to therein or attached thereto, between the parties, shall constitute the entire agreement between the parties (the “Agreement”) and supersede any verbal agreement or document, prior or concomitant, that may have existed in the context of the negotiations prior to the issuance of an order. The present terms and conditions shall also apply to any subsequent orders, between Kameleon division of The Bugatti Group and a Purchaser even when these have not been specifically agreed to again. Deviating terms and conditions or counter-confirmations of the purchaser or verbal agreements are invalid. Modifications to these terms and conditions are only valid with Kameleon division of The Bugatti Group’s written confirmation. Any offer or proposal made by Kameleon division of The Bugatti Group are subject to confirmation by the Purchaser shall be non-binding until a Confirmation of Purchase.

Binding Agreement

Purchaser’s order shall be deemed accepted subject exclusively to this Agreement upon the earliest of Kameleon division of The Bugatti Group’s written acknowledgement or statement of intent to furnish the Supply, or the furnishing or shipment thereof, or the commencement of performance by Kameleon division of The Bugatti Group pursuant to this order.

Prices

Except as expressly provided on a Confirmation of Purchase, prices are fixed and firm. Payment terms shall be those specified on an invoice, purchase order or Confirmation of Purchase. All quoted prices are based on the current exchange rates, tariffs and costs of manufacture. Unless otherwise stated in the quotation, quoted prices are subject to change by Kameleon division of The Bugatti Group with or without notice until Confirmation of Purchase. Prices are subject to correction for error.

Delivery and performance

Delivery schedules are approximate and are based on prevailing market conditions applicable respectively at the time of Confirmation of Purchase. Unless specifically indicated in writing by Kameleon division of The Bugatti Group, any proposed delivery times by a third party are described as estimated and are non-binding. If by reason of an event of Force Majeure Kameleon division of The Bugatti Group is obliged to suspend the Supply, the performance of this Agreement shall be suspended throughout the period during which it is unable to ensure deliveries and such suspension shall not be deemed as a breach of this Agreement. As soon as the effect of the obstacle arising from the Force Majeure has ended, the obligations of this Agreement shall once again come into effect and shall remain in force throughout the remainder of the duration thereof. In the event that the period of suspension exceeds three (3) months, either party may terminate this Agreement forthwith and each party shall not be obliged to compensate the other party in any way. At Kameleon division of The Bugatti Group’s discretion it may withdraw fully or partially from the unfulfilled part of the Agreement. Kameleon division of The Bugatti Group shall not be responsible or liable for any loss or damage incurred by Purchaser herein resulting from Force Majeure. “Force Majeure” shall mean any event or condition, not existing as of the date of entering of this Agreement, not reasonably foreseeable as of such date and not reasonably within the control of either party, which prevents in whole or in material part the performance by one of the parties of its obligations hereunder or which renders the performance of such obligations so difficult or costly as to make such performance commercially unreasonable. Without limiting the foregoing, the following shall constitute events or conditions of Force Majeure: acts of State or governmental action, fire, earthquake, hurricane, war, flood, acts of terrorism, explosion and unavailability of raw material, transportation strikes and delays, strikes or partial or complete work stoppage or lock-outs in industries or businesses operated by third parties concerned with the manufacture of Kameleon division of The Bugatti Group products.

Changes and cancellation

Orders accepted by Kameleon division of The Bugatti Group are not subject to changes or cancellation by Purchaser, except with Kameleon division of The Bugatti Group’s written consent. In such cases where The Bugatti Group authorizes changes or cancellation, Kameleon division of The Bugatti Group reserves the right to charge Purchaser with reasonable costs based upon expenses already incurred and commitments made Kameleon division of The Bugatti Group, including, without limitation, any labour done, material purchased and also including Kameleon division of The Bugatti Group’s usual overhead and reasonable profit and cancellation charges from Kameleon division of The Bugatti Group’s suppliers.

Retention of title

The Supply shall remain the property of Kameleon division of The Bugatti Group until full payment of all outstanding amounts, which include claims which may arise for whatever legal reason. In the event that the Purchaser is in default of payment, Kameleon division of The Bugatti Group shall be entitled to reclaim the Supply, without this constituting a withdrawal from this Agreement or a waiver of our claims until such claims are satisfied. Moreover, Kameleon division of The Bugatti Group reserves the right to set-off and compensate against any amounts due or payable by the Purchaser.

Warranty and liability

No Supply may be returned to Kameleon division of The Bugatti Group without Kameleon division of The Bugatti Group’s prior written permission. Kameleon division of The Bugatti Group reserves the right to decline all returns or to accept them subject to a handling/restocking charge. Even after Kameleon division of The Bugatti Group has authorized the return of goods for credit, Kameleon division of The Bugatti Group reserves the right to adjust the amount of any credit given to Purchaser on return of the goods based on the conditions of the goods on arrival in Kameleon division of The Bugatti Group’s warehouse. Credit for returned goods will be issued to Purchaser only where such goods are returned by Purchaser and not by any subsequent owner of the goods. Goods will be considered for return only if they are in their original condition and packaging.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein. Each party hereto attorns to the exclusive jurisdiction of the Courts of the Province of Quebec.

Severability

If any of the provisions contained in this Agreement is found to be invalid or unenforceable, such provision must, when possible, be interpreted, limited or, if necessary, divided as to eliminate such invalidity or unenforceability. In such case, all other provisions contained herein shall remain valid and continue to bind the parties hereto.

No Waiver

Any waiver by Kameleon division of The Bugatti Group, of any part of this Agreement must be in writing to be effective. A waiver shall not constitute either (i) a waiver of any other part of this Agreement or (ii) a continuing waiver, unless otherwise expressly stated in writing.