1. Object
This convention will allow the customer to purchase parts and equipment from Midbec Ltée, in accordance with the dispositions stated hereafter.

2. Payment
All amounts invoiced to the customer must be paid within thirty (30) days following the date of invoice or ten (10) days following the statement.

3. Interests
All amounts past due will carry interest at the rate of twenty four percent (24%) per annum.

4. Returns Policy
No returns will be accepted without the written consent of Midbec Ltée, in which case, a fee equal to 25% of the sale price before taxes will be charged to the customer. This fee must be paid within thirty (30) days of invoicing same as a regular invoice.
For all returns, the transportation charges for the initial delivery as well as the return of goods, will be the customer’s responsibility. Any sum unpaid in this regard will be charged to the customer’s account and will also require payment within thirty (30) days of invoicing.

5. Transportation charges and responsibility
The customer agrees to transport and / or have transported, at his own risk and expense, all goods purchased from Midbec Ltée. Thus he agrees to have all goods delivered to the address he has provided to the sales representative of Midbec Ltée.

6. Inspection
The customer agrees to inspect diligently all goods received at the point of reception and agrees to inform Midbec Ltée without delay of any discrepencies or non conformity between the goods received and those ordered.

7. Return of goods due to non conformity
Any returns of goods due to non conformity will be at the expense of Midbec Ltée. Midbec will assume the shipping charges for the cost of the initial shipment, but not the charges pertaining to the shipment of goods being replaced to the customer.

8. Rights of ownership
The customer recognizes that all goods purchased following the signature of the present convention will remain the property of Midbec Ltée until payment in full has been made. Consequently, Midbec Ltée reserves the right to publish this provision of rights of ownership relative to the sales in general and all goods appearing on invoices submitted to the customer. It is therefore understood that all goods sold following the signature of this convention are subject to the provision of rights of ownership ( art. 1745 and 2961.1 C. C. Q. ).

9. Mortgage of movable goods
In as much as the customer’s credit limit permits, and payment is made within the terms provided, the customer will build up an inventory of parts that he will be able to renew on a monthly basis.

In such a case, the customer, in order to guarantee payment and the accomplishment of any and all financial obligations, agrees by the present, to mortgage in favor of Midbec Ltée, up to ______________________$, the universality of stocked goods ( all goods making up the customer’s inventory ) within his company.

Midbec Ltée will consequently have the right to publish in the registry of personal rights and titles of ownership the mortgage of movable goods agreed to by the customer according to the terms of the convention.

This guarantee of movable goods, once published, will remain valid between the parties and will serve as a guarantee of reimbursement of all sums owed by the customer for the duration of their business relation. Thus, the fact that the customer reimburses any sums due to Midbec Ltée does not void said guarantee, which remains valid to guarantee reimbursement of any new purchases made from Midbec Ltée.

10. Additional mortgage
In order to guarantee all amounts due to Midbec Ltée that would exceed the amount of the above mortgage, the customer mortgages the same goods for an additional sum equivalent to twenty percent (20 %) of the amount corresponding to the credit limit allowed in accordance with paragraph 2 of the present convention.

11. Default
The customer will have failed to respect his obligations in the following cases:

• If he does not pay his invoices within the terms set by Midbec Ltée;
• If he exceeds the credit limit granted;
• If he takes advantage of any disposition provided by the Law on bankruptcy and insolvency, as well as the Law facilitating the transactions and arrangements between the companies and their creditors;
• If a bailiff, or a receiver, or any other person having similar powers is named in order to take charge of a part of, or the totality of the customer’s assets or business;
• If there is voluntary or mandatory dissolution or liquidation by the customer;
• If the customer fails to respect any of the conditions stipulated in the present convention;

In which case the customer will have withdrawn the benefits of the terms and Midbec Ltée may, at will, and without any limits:

• Terminate the present convention of the customer’s credit account;
• Refuse any new purchase;
• Claim any and all sums that will then become due and payable;
• Carry out any guarantee, mortgage, clause of property rights that have been agreed to by the terms of the present convention, all in accordance with the dispositions provided by the law.

12. Non renunciation
The silence of one party, his negligence or delay to exercise a right or recourse that has been allocated by virtue of the present convention must not be interpreted as a renunciation of his rights or recourses. All rights stipulated in this convention are cumulative, not alternative. The renunciation of a right allocated by one of the parties in favor of the other must never be interpreted as a renunciation in the exercise of another right.

13. Guarantee ( Personal responsability of the administrator and/or shareholder)
The person who signs the present convention on behalf of a company or a general partnership must be an associate, shareholder and/or administrator of said company or general partnership, and thus, declares being duly athorized to sign the convention. Furthermore, the signatory of this convention promises personnally and jointly with the customer to pay any sums due to Midbec Ltée, the totality of any sums exceeding the credit limit allocated. The signatory of the present convention becomes jointly guarantor of any obligations of the customer to Midbec Ltée, and thus, revokes any benefit of division and discussion, and any other benefit that could be put forward. The present guarantee is not related to the execution of any particular functions as stipulated in article 2363 of the Quebec Civil Code and , thus, will remain valid even if the signatory ceases being an associate, administrator and/or shareholder of the customer.

14. Termination of contract with prior notice
In the eventuality that the customer wishes to terminate the present convention, he will have to submit in writing a notice to Midbec Ltée. Upon reception of said notice, all sums due by the customer will become due and payable.
Once Midbec Ltée has received payment of all sums due by the customer, Midbec Ltée will grant release of guarantees, mortgages and/or clauses of property rights granted to Midbec Ltée and consequently, will publish a document of voluntary removal from the register of personal rights and titles of ownership.

15. Authorisation for request of customer’s credit information
The person signing the present convention on the customer’s behalf also authorizes Midbec Ltée to obtain credit information pertinent to the signature of the present convention. These informations may be requested from various creditors, financial institutions or other financial backers, any company specializing in credit information and, furthermore authorizes them to supply verbally or in writing to Midbec Ltée all information pertaining to the customer’s credit status.

16. Non-transferability
The present convention is non-transferable. None of the rights, duties or obligations stipulated in the present convention can be yielded or transferred by the customer without the written authorization of Midbec Ltée.
Any yield or transfer of rights and obligations stipulated in the present convention is null and void and non opposable to Midbec Ltée.

17. Modification
The present convention can not be modified or changed in whole or in part except with the consent of both parties. If the case arises, any change or modification will be valid only upon creation of a document duly signed by both parties and annexed to the present convention.

18. Customer’s declaration
The customer declares and recognizes that the essential stipulations of the present convention have not been imposed by either party, but, on the contrary, have been freely discussed between them. Furthermore, the customer, after having obtained adequate explanations on the nature and the extent of each of the stipulations of this convention and understanding the consequences, declares being satisfied with the fact that they are legibile, understandable and reasonable.

19. Jurisdiction
This convention, its interpretation, its execution, its application, its validity and its effects are subject to laws which are applied in the province of Quebec and Canada.

20. Choice of residence
The parties acknowledge, that for any claims or legal proceedings for whatever motive, be it the present convention, to choose the judicial district of , province of Quebec, Canada, as an appropriate location for the filing and the hearing of any legal proceedings, excluding any other juducial district that may have jurisdiction in the case of a legal dispute as prescribed by the law.

21. Consequences of the convention
The present convention binds both parties, their legal representatives, as well as their heirs or eligible parties, if the case arises.