I. Delivery Time
Is of the essence in the performance of this Contract. ”Seller” will arrange for delivery of the initial version of the products & services according to the proposal.

The workflows are developed upon a common agreement of functionality with the Buyer. The delivery time of each item is based upon the availability of MIS / ERP data into and upon clear definition of functionality for the workflows.

For the items listed in all phases, the Buyer will provide detailed information relevant to the pre-press processes to be automated including: standard operation procedures (SOP’s), data inputs available in different stages or production, decision making protocols, production marks used in various steps of production, step and repeat detailed information, particularities of account based procedures and any other information critical to finalization of work as required. The Seller will analyze the information received, work with Buyer to create enough data inputs to suffice for automation, create all smart marks and smart names needed, create automation workflows, integrate workflows, qualify the results, generate SOP’s related to workflows, train Buyer’s team. The information acquisition phase will be performed at Buyer’s location remotely. In the eventuality of input data like JDF, XML, or the API is not readily available, or the functionality is not properly defined by the Buyer, the delivery times may be delayed without penalties to the Seller. The delays will not have consequences on the payment terms in this agreement. The delivery dates specified are related to functional (but not necessarily final) version 1 (one) of each workflow/item. All related software licenses remain in the Buyer’s possession and therefore remain the Buyer’s responsibility

II. Payment
Payment shall be made to Significans Automation Inc. via direct bank transfer. The Buyer agrees to pay the Seller the outlined amount in this document.

If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 30 percent per year, or the maximum percentage allowed under applicable laws, whichever is less. The Buyer shall pay all costs of collection, including without limitation, reasonable attorney fees.

In addition to any other right or remedy provided by law, if the Buyer fails to pay for the Goods when due, the Seller has the option to treat such failure to pay as a material breach of this Contract and may cancel this Contract and/or seek legal remedies. The Buyer will pay directly or expense upon request all the travel and accommodation costs related to this contract incurred by the Seller or Seller’s field engineers.

III. Payment of Taxes
Buyer agrees to pay all taxes of every description, federal and provincial, that arise as a result of this sale, excluding income taxes.

IV. Location
The goods in all Phases listed above, will be developed on site or remote via VPN or TeamViewer. The Buyer will facilitate access to Buyer’s location for Seller’s engineers when requested.

V. Warranties
The Seller warrants that the Goods shall be free of substantive defects in material and workmanship. “Seller” shall in no event be liable for any incidental, special, or consequential damage of any nature.

VI. Inspection
The Buyer, upon receiving possession of the Goods, shall have a reasonable opportunity to inspect the Goods to determine if the Goods conform to the requirements of this Contract. If the Buyer, in good faith, determines that all or a portion of the Goods are non-conforming, the Buyer may return the Goods to the Seller at the Buyer’s expense. The Buyer must provide written notice to the Seller of the reason for rejecting the Goods. The Seller will have 15 days from the return of the Goods to remedy such defects under the terms of this Contract.

VII. Remedies of default
In addition to any and all other rights available according to law, if either party defaults by failing to substantially perform any material provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may elect to cancel this Contract if the default is not cured within 30 (Thirty) days after providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default.

VIII. Force Majeure
If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes.

The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

IX. Arbitration
Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the Province of Ontario, Canada. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties.

All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served.

The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract.

X. Confidentiality
Both parties acknowledge that during the course of this Contract, each may obtain confidential information regarding the other party’s business. Both parties agree to treat all such information and the terms of this Contract as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Contract. Upon request by an owner and / or company officer, all documents relating to confidential information will be returned to such owner.

XI. Notices
Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.

XII. Assignment
Neither party may assign or transfer this Contract without prior written consent of the other party, which consent shall not be unreasonably withheld.

XIII. Entire Contract
This Contract contains the entire agreement of the parties regarding the subject matter of this Contract, and there are no other promises or conditions in any other agreement whether oral or written. This Contract supersedes any prior written or oral agreements between the parties.

XIV. Amendment
This Contract may be modified or amended if the amendment is made in writing and signed by both parties.

XV. Severability
If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

XVI. Waiver of Contractual Right
The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.

XVII. Applicable Law
This Contract shall be governed by the laws of the Province of Ontario, Canada.