GENERAL TERMS & CONDITIONS OF SALE, Version 1.2 dated May 20, 2022

These General Terms and Conditions of Sale govern the sale of goods and services by Boost, and apply to any offers, proposals, contracts or purchase orders accepted by Boost.

In the context of these General Terms and Conditions of Sale, the following words shall have the following meanings:

“Agreement” means any agreement for sale of goods and/or services to which these general terms and conditions of sale relate;

“BOOST” means Boost Human External Cargo Systems Inc., a British Columbia company;

“Buyer” or “Customer” or “Purchaser” means any person, persons, firm or company named in any offer, proposal, contract or purchase orders to purchase the Goods and/or Services, and shall include all personal representatives, successors or assigns;

“Goods” means any goods to be supplied by Boost under this Agreement;

“Order” or “Purchase Order” means a purchase order issued by the Buyer for the Goods or Services to which this Agreement relates;

“Order Acknowledgement” means any order acknowledgement for the Goods and/or Services issued by Boost;

“Proposal” means any proposal or quotation issued by Boost offering Goods and/or Services to the Buyer and accepted by the Buyer.

“Services” means any services to be provided by Boost under this Agreement;

WHEREAS:

(A)           BOOST is a Transport Canada-certified supplier of human extraction and cargo slings and other search and rescue equipment for the helicopter industry;

(B)            The Buyer wishes to purchase the Goods and/or Services from BOOST to support its operations; and

(C)            BOOST has agreed to provide such Goods and/or Services to the Buyer subject to the terms and conditions contained herein.

NOW THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.  CONTENT / ENFORCEABILITY

1.1 This Agreement applies to the sales of all Goods and Services provided by BOOST to the BUYER under any Purchase Order issued by the BUYER from time to time.

1.2 The prices for the Goods and Services will be as contained in any valid quotation or Proposal issued by BOOST from time to time.

2. ORDERS AND PROVISION OF GOODS

2.1 When BOOST issues a Proposal, the BUYER shall have thirty (30) days to accept the Proposal in writing from the date it was issued, unless otherwise stated in writing.  If the BUYER does not accept the Proposal within this time, it will automatically expire.

2.2 This Agreement shall govern over all other documents and terms and conditions, unless otherwise specified in by BOOST in its Order Acknowledgement issued to BUYER.

2.3 BOOST reserves the right to refuse any Order any issued by BUYER and BOOST shall not be bound to provide any Goods or Services until such time as it issues an Order Acknowledgement, which will specify:

– order number;

– description of Goods and/or Services;

– price, quantity;

– delivery times or dates (for information only); and

– any other particular terms and conditions relating to the Order;

2.4 Subject to the terms and conditions of this Agreement, BOOST shall sell to the BUYER, and the BUYER shall buy from BOOST, the Goods and Services described in the Proposal.

3. PAYMENT TERMS

3.1  The BUYER shall pay for the Goods delivered pursuant to this Agreement in accordance with the prices set forth in the Proposal.  Unless stated otherwise, all references to currency are in United States Dollars.

3.2  The BUYER is required to pay to BOOST a minimum of Fifty Percent (50%) deposit of the purchase price for all Goods and Services prior to entry of an Order and must pay the balance of each invoice prior to shipment.  When the Order is ready to be shipped, BOOST shall provide to the BUYER an invoice setting forth the Goods and Services to be delivered and the amount due and payable to Boost. If full payment is not received within (3) months of BOOST’s notification, the order will be re-stocked and BOOST shall retain BUYER’s  deposit as a re-stocking fee.

3.3  The purchase price for all Goods and Services is exclusive of all taxes and fees, including, but not limited to any good and services, value-added, sales, use or excise tax or customs fees, if applicable. All such taxes and fees are in addition to the purchase price are the sole and exclusive responsibility of, and shall be paid by, BUYER.  The purchase price shall be subject to increase without notice by the amount of any good and services, value-added, sales, use or excise tax or customs fees levied or charged either by any federal, provincial, state, and county, city or other government agency.

3.4  Payment of a deposit on the Order shall in no way entitle the BUYER to withdraw from the purchase by forfeiting the deposit which, if the Order is cancelled shall be retained by BOOST as liquidated damages without prejudice to any other legal remedies it might claim for such cancellation.

3.5  With the prior written consent of BOOST, Orders may be paid by instalments. If an Order involves payment by instalments, failure to pay any single instalment shall render the outstanding balance immediately due and payable and BOOST shall be entitled to suspend delivery until such time as all payments have been received. In no case may payments be suspended or offset in any way without the prior written consent of BOOST.

3.6  Title to any Goods purchased under this Agreement shall remain with BOOST until receipt of full payment by BUYER.  Risk of loss of the Goods shall pass to BUYER at the time of delivery of such items to a common carrier or BUYER delivery agent at the FOB (or ex-works) shipping point, which shall be BOOST’s facility.  BUYER shall be solely responsible for any fire, theft, accident or other insurance BUYER desires for delivery of any Goods.

3.7  In the event any part of an invoice is disputed by the BUYER, the BUYER shall notify BOOST as to the part concerned and the reasons for dispute within five (5) days of receiving the invoice.  The BUYER shall promptly pay the non-disputed portion of the invoice and payment of the disputed portion shall be suspended until the dispute is resolved in accordance with the provisions of this Agreement.

4. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE SELLER

4.1  BOOST hereby covenants, represents and warrants to the BUYER that:

(a)           Each of the Goods delivered pursuant to this Agreement will be factory new and in accordance with the manufacturer’s specifications for such Goods.

(b)           Lot traceability on all Goods shall be maintained and Boost will provide written proof of such traceability upon BUYER’s request.

4.2  BOOST hereby certifies that the Goods sold and Services supplied under this Agreement are in conformity with all current governmental requirements and the specifications of their respective manufacturers.

5. FORCE MAJEURE

5.1  Both parties shall be excused from failure or delay in performing any of their obligations under this Agreement if such failure or delay is caused by circumstances beyond the reasonable control of a party, including but not limited to any act of God, action of the elements (including, but not limited to, inclement weather, lightning, flood, hurricane and similar perils), war or warlike actions, insurrections or civil commotion, riots, embargo, fire, pandemic, labour disputes, acts of the public enemy or rules and regulations of governmental authorities having jurisdiction (collectively, “Force Majeure”).  To the extent that any such cause actually retards a party’s performance under this Agreement, the scheduled time for performance shall be extended day-for-day for as many days as such cause continues.  This provision shall not, however, release a party from using its best efforts to avoid or remove all such causes, and such party shall continue performance hereunder with the utmost dispatch whenever such causes are removed.  Any party claiming any such excuse for failure or delay in performance shall give prompt notice thereof to the other party.

5.2  If for any of the reasons specified in Section 5.1 of this Agreement, BOOST is hindered or prevented from performing its obligations hereunder for a period of sixty (60) days or longer, then the BUYER may terminate this Agreement at no cost or other liability by providing written notice to BOOST.

5.3  In all cases the BUYER shall pay BOOST for Services already performed and/or begun in connection with the said Goods and/or Services at the termination date. Such termination shall not oblige BOOST to refund the deposit or pay the BUYER any other indemnity or damages.

6.0 WARRANTY

6.1  BOOST warrants to the BUYER that the Goods subject to this Agreement shall be free from defects in workmanship or materials (normal wear and tear excepted) for a period of ten (10) year(s) from date of shipment.  BOOST’s liability for breach of warranty for defective Goods delivered to BUYER under this Agreement shall be limited, at BOOST’s option to repair or replacing such defective Goods, provided that the BUYER has maintained the Goods in accordance with BOOST’s specifications and a claim is made by the BUYER within the specified warranty period above.  Failure of BUYER to give notice of its warranty claim shall constitute a waiver by BUYER of all claims with respect to such defective Goods.  BOOST shall be given an opportunity to verify the existence of any alleged defect.

This warranty is limited to either the repair or exchange, at BOOST’s discretion, of the defective Goods. No refunds of any payments will be provided by BOOST.

6.2  This warranty shall not cover the cost of placing the Goods or equipment on aircraft or systems of which it is a part, or of removing it from the aircraft or system of which it is a part.

6.3  This warranty shall not apply and BOOST shall bear no liability, in the following circumstances:

a) The delivered Goods, as described in the Order Acknowledgement have been reprocessed or modified;

b) The Goods have been repaired or maintained by persons not approved by BOOST, or the instructions or maintenance manuals supplied by BOOST have been disregarded;

c) The damage is due to negligence by the BUYER or user, or to misuse, overuse or overloading (even temporary) of the Goods by the BUYER or to the user’s inexperience.

d) The Goods have been transferred or re-sold to a third party without the prior written consent of BOOST. 

e) The Goods have not been used for the use or purpose for which it was supplied or under the conditions of use stated in the specifications or instruction manuals produced and/or expressly accepted by BOOST.

f) The Goods have not been stored as instructed by BOOST.

g) The damage has been caused by an accident to all or part of the Goods or to the system or apparatus of which it is a part.

h) The damage is the result of normal wear and tear to the Goods.

i) The damage has been caused to all or part of a piece of equipment that cannot be identified as being part of the delivered Goods or the delivered Goods themselves.

The above warranty exclusions shall also apply to equipment for which BOOST has supplied a Service.

The BUYER shall give BOOST every opportunity to verify, at the BUYER ’s risk and expense, any defects in the Goods or Service and to correct them.

In no case shall this warranty extend to any damage caused by the defective Goods or Services in circumstances where the BUYER is not using chiefly for its direct personal use or private consumption.

6.4  BOOST shall provide a warranty claim disposition to the BUYER within thirty (30) days of the warranty claim submission.

6.5  BOOST shall bear all shipping costs for warranty returns from the BUYER to BOOST and from BOOST to the BUYER.  BUYER shall return the non-conforming Goods to BOOST in strict accordance with BOOST written instructions concerning shipping, handling, insurance and other matters as to which BOOST may issue instructions.  BOOST shall not be liable for any claims for labour or consequential damages and Goods may not be returned except by permission of BOOST.  BOOST accepts no responsibility for breakage, damage or losses occurring after delivery by BOOST to a common carrier or Buyer’s delivery agent.  In case of an accepted warranty claim, BOOST shall reimburse the BUYER for any labour costs incurred by the BUYER to remove the defective part and/or reinstall the replacement part.

6.6  The BUYER acknowledges that the warranty for the Goods and Services delivered to the BUYER under this Agreement are non-transferable with the prior written consent of BOOST. In no case shall this warranty extend to any damage caused by the defective Goods or Services in circumstances where the BUYER is not using chiefly for his/her personal use or private consumption.

6.7  BUYER’s sole remedy in the event of breach by BOOST of any of the warranties contained herein shall be the repair or replacement, at BOOST’s option, of the non-conforming Goods.

6.8          THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, NON-INTERFERENCE WITH ENJOYMENT, OR ACCURACY, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE AND IN LIEU OF ANY OTHER OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE AGAINST BOOST AND ITS AFFILIATES, SUBCONTRACTORS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, REPRESENTATIVES, AGENTS, SERVANTS, PREDECESSORS, SUCCESSORS AND PERMITTED ASSIGNS (COLLECTIVELY, THE “BOOST GROUP”), WHETHER OR NOT ARISING FROM THE NEGLIGENCE, GROSS NEGLIGENCE, WILFUL MISCONDUCT OR BREACH OF DUTY (WHETHER STATUTORY OR OTHERWISE) OF THE BOOST GROUP.

7.0    LIMITATION OF LIABILITY

7.1  The BUYER acknowledges that:

a)       The Goods offered for sale by BOOST are of a rescue equipment or human cargo/aerial worker placement nature and that inherent to all rescue and human cargo/aerial worker placement environments are increased risk of injury and/or possible death to an individual or group of individuals.

b)       The Goods offered by BOOST are intended to aid the professional rescuer(s) and/or survival victim(s) and professional aerial workers in industry applications requiring the transport of human cargo.  However, the risk of injury or death cannot be completely eliminated or foreseen; and

c)       Equipment training including continued proficiency reviews and maintenance is vital to the proper and safe use of all rescue and survival type of equipment, including the Goods. It is the responsibility of the BUYER and end-user organization or individuals to use the Goods in strictly in accordance with BOOST’s specifications and Transport Canada regulations (or local equivalent) and to define the operational procedures and safety guidelines associated with the proper utilization, maintenance including (service life and storage) of the Goods. All individuals must be thoroughly trained and familiarized with the intended purpose, correct use and functioning of the Goods directly by BOOST or its designated trainers.  Failure to do so may result in serious injury or death.   BOOST will not be responsible for any claims, losses, damages or liability in the event BUYER does not utilize the training services provided or recommended by BOOST.

7.2  The BUYER assumes all risk in using the Goods with any other equipment not supplied by BOOST or using the Goods and/or Services in any manner contrary to BOOST’s instructions or using them for any purpose not specified by BOOST or not approved by the applicable regulatory authority in the jurisdiction where the Goods are deployed and the BUYER shall defend, indemnify and hold BOOST harmless from all claims (including third party claims) for any losses or damages suffered as a result of using the Goods and/or Services in contravention of the above limitations, including (without limit) using the Goods in combination, or in conjunction, with any rescue slings, harnesses or ropes not supplied by BOOST.  The BUYER is solely responsible for obtaining all applicable regulatory approvals for the Goods, including any approvals or Supplemental Type Certificates or STC’s required) prior to installing them or using them on its aircraft.

7.3  The BUYER hereby gives an undertaking to BOOST to:

a)       inform itself of all obligations imposed by law, administration or any other authority, institution or group concerning Goods and/or Services or applications for which the Goods and/or Services are intended ;

b)       to comply with such obligations for as long as the Goods are in its possession or under its control;

c)       to ensure that any persons buying the Goods from itself also inform themselves of these obligations and undertake to comply with them; and

d)       to indemnify BOOST or ensure BOOST is indemnified, should any action for damages be brought for the breach of any such obligation.

7.4  The BUYER shall promptly provide BOOST with all information BOOST or the BUYER consider necessary to proper fulfillment of an Order, including inter alia information about the end use of the Goods and any other data that may be requested by BOOST. BOOST accepts no liability for the consequences if the BUYER fails to comply with these obligations.

7.5  The Goods and Services may be subject to US and international export regulations. Any redirection of Goods or Services that contravenes these regulations is strictly prohibited. The BUYER shall comply with these regulations and in particular shall declare that it is not a Restricted Person on any of the lists drawn up by the US or international authorities. Certain Goods may be subject to US ITAR (International Traffic in Arms Regulations). Such Goods may not be exported or distributed to subjects of foreign governments inside or outside the United States unless this is permitted by the said Regulations.

7.6  The BUYER shall be solely liable for, and shall hold BOOST and its agents, executives, employees and insurers harmless from any liability arising from complaints, losses, liability and proceedings, judgments, expenses and costs (including reasonable legal fees) and similar that are connected in any way to the death or personal injury of any person, or to any loss or damage to property or equipment belonging to any person, entity or company (including BOOST) as a direct or indirect consequence of any negligent acts or omissions by the BUYER  in connection with or related to this Agreement.

7.7  BOOST shall not be liable for damages, including without limitation special, incidental, consequential or punitive damages, arising out of or in connection with the performance of the Goods or its use by buyer.  BOOST’s maximum aggregate liability for loss or damage arising under, resulting from or in connection with the supply or use of the goods, or from the performance or breach of any obligations imposed hereunder or otherwise, whether such liability arises from any one or more claims or actions for breach of contract, tort (including negligence), delayed completion, warranty, indemnity, strict liability or otherwise, shall be limited to the amount actually received by BOOST from BUYER for the purchase of such goods.

8. RESERVATION OF TITLE/TRANSFER OF RISK

8.1  BOOST shall retain title to the Goods until full payment has been made, including all principal, interest and any additional expenses. Payment shall not be deemed to have been made until BOOST has actually received the full price of the Goods together with any penalties for late payment.

In the event the full purchase price for the Goods has not been received by BOOST in accordance with the terms of this Agreement, BOOST reserves the right to recover the delivered Goods and, if it thinks fit, to cancel the Order and/or terminate this Agreement without prejudice to the exercise of other rights or the taking of legal action.

8.2  In the event the BUYER re-sells the Goods to a third party before paying the price owed to BOOST and does not pay the price for these Goods on or before the due date, the BUYER shall assign to BOOST as guarantee and until his debt is paid, all receivables it may hold from the said third parties in connection with the re-sale of the Goods.

9. INSTALLATION AND TRAINING

9.1  It is the BUYER’S responsibility to ensure that:

a)      the Goods are properly installed on the aircraft in accordance with BOOST’s instructions.  The BUYER shall solely be responsible for the cost of the installation of the Goods on any aircraft.

b)      its personnel are properly trained on the installation and operation of the Goods in accordance with BOOST’s instructions.  The responsibility for training in the safe and proper usage of the Goods rests solely on the BUYER; and

c)      the Goods are approved by the applicable civil aviation authority for use on any aircraft operating outside of the United States or Canada.

10. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS

10.1  BOOST shall retain all intellectual property rights to the Goods and Services on an exclusive basis.  This Agreement does not grant to the BUYER any license under any patents or other industrial or intellectual property rights that BOOST may own, control or be licensed to use, except the non-exclusive right to use the Goods for its sole use.  The BUYER will not without BOOST ‘s prior written consent disclose or make use of any information contained in this Agreement or in any drawings or specifications supplied to it by BOOST (whether patentable or not) for purposes other than the installation and operation of the Goods on its own aircraft.  All documents and drawings containing such information and copies thereof shall, on termination of this Agreement for any reason, be returned to BOOST.

10.2  Subject to any legal or governmental requirements of disclosure, the parties will maintain the terms and conditions of this Agreement and any reports or other data furnished hereunder strictly confidential. Without limiting the generality of the foregoing, the BUYER will use its best efforts to limit the disclosure of the contents of this Agreement to the extent legally permissible in any filing required to be made by the BUYER with any governmental agency.  BOOST and the BUYER will consult with each other before the making of any public disclosure or filing, permitted hereunder, of this Agreement or the terms and conditions thereof.  These provisions will survive any termination of this Agreement.

11. TERMINATION

11.1  Failure by a party to perform any of its obligations or to meet any of the requirements of this Agreement shall entitle the either party at its option, to terminate this Agreement without prejudice to such other rights as it may have for compensation and damages.  If BOOST is in breach of any of its obligations hereunder, the BUYER may notify BOOST of such fact and request BOOST to remedy such breach.  BOOST shall remedy the breach as soon as possible, but in the event it is unable to do so within thirty (30) days from receipt of such notice, then the BUYER may terminate this Agreement without prejudice to, and in addition to, its other rights and/or remedies.

11.2  Without prejudice to its other rights, either party will have the right forthwith to terminate this Agreement by notice in writing to the other party in the event that an interim order is applied for or made, or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against the other party or if a receiver or trustee in bankruptcy is appointed of the other party’s estate or (the party being a company) a voluntary arrangement is proposed or approved or an administration order is made or a receiver or administrative receiver is appointed over a party’s assets or undertaking or a winding up resolution or petition is passed or presented (otherwise than for the purposes of reconstruction or amalgamation), or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding up petition or make a winding up order or any similar or analogous action.

11.3  Expect as expressly stated in this Agreement, neither party will be liable to the other for any damages or compensation due to its termination.

11.4  In the event of termination, those provisions contained herein intended to survive termination shall remain in full force and effect.  Such provisions shall include without limitation: Insurances, Limitation of Liability, Governing Law, Confidentiality and Intellectual Property Rights.

12. INSURANCES

12.1  BOOST will maintain adequate insurances to support its undertakings at all times, including General Liability and Aviation Third Party Liability Insurance.

12.2  BOOST shall provide that the BUYER and its directors, officers, agents, shareholders, subsidiaries, affiliates, contractors, employees, successors and assigns are named as “additional insureds” in such liability policies.

12.3  BOOST shall provide the BUYER with insurance certificates confirming the insurance coverage referred to hereunder and any renewals thereof and hereby undertakes with the BUYER that it shall at all times comply with its obligations under the third party liability insurance and, as required, to timely pay any premiums and other amounts due to the insurers.

12.4  The BUYER will maintain adequate insurance to support its undertakings, and will bear any deductible amounts set forth in the applicable policies.  The BUYER will provide a certificate of insurance, if requested by BOOST, prepared by an insurance broker licensed and skilled in the field of aviation insurance, in English and containing such specifics as BOOST may reasonably demand.

13. GOVERNING LAW

13.1  This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein (excluding their conflict of laws provisions) and the parties hereby submit to the exclusive jurisdiction of the courts of the Province of British Columbia.  Any action or claim by either party shall be commenced in the appropriate British Columbia court of competent jurisdiction.  Further, the United Nations Convention on Contract for the International Sale of Goods shall not apply to this Agreement.

13.2  In the event BOOST is required to institute any action or legal proceeding to enforce any of the terms and conditions herein, BOOST shall be entitled to recover all of its court costs and reasonable attorneys’ fees and other related costs, expenses and disbursements arising out of such legal proceedings in which BOOST prevails.

13.3  The parties will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. If those attempts fail and the parties do not resolve the dispute within 30 days, then the dispute may then be submitted to the British Columbia courts for resolution.  However, nothing in this Agreement shall prevent either party from raising proceedings in court immediately and at any time where necessary to protect that party’s rights.

14. NOTICES

14.1  Any notice specifically required to be given by the BUYER to BOOST shall for all purposes be deemed to be duly given and received if sent by registered mail, postage prepaid or by overnight courier, addressed to: BOOST Human External Cargo Systems Inc., Attention: President.

14.2  Any notice specifically required to be given by BOOST to the BUYER shall for all purposes be deemed to be duly given and received if sent by registered mail, postage prepaid or by overnight courier, addressed to BUYER’s President or Chief Executive at the address listed in the Proposal or Order Acknowledgement.

14.3  Any notice sent in accordance with this this Agreement shall, in the absence of clear contrary evidence to be established by addressee, be deemed to have been received on the date on which it would, in the ordinary course of post, courier delivery or facsimile transmission (as the case may be) be delivered.  Either party may change their above respective address by written notice to the other pursuant to the provisions of this Agreement.

15. MISCELLANEOUS

15.1  Assignment.  The BUYER shall not assign or transfer its interest herein without the prior written consent of BOOST, (which consent shall not be unreasonably withheld).  All promises, rights and licenses herein contained by or on behalf of the parties shall bind and enure to the benefit of the successors and assigns of the parties whether so expressed or not.

15.2  Relationship of the Parties.  The relationship of parties will be that of an independent contractor, and neither will have the authority to bind the other, or to assume or create any obligation or responsibility on their behalf, except as expressly provided by this Agreement.

15.3  Severability.  If any covenant, Agreement term or provision of this Agreement, as from time to time amended, or the application thereof to any situation or circumstance, shall be invalid or unenforceable, the remainder of this Agreement, as from time to time amended, or the application of such covenant, Agreement, term or provision to situations or circumstances other than those as to which it is invalid or unenforceable, shall not be affected; and each covenant, Agreement, term or provision of this Agreement, as from time to time amended, shall be valid and enforceable to the fullest extent permitted by applicable law.

15.4  Waiver.  No party shall by act, delay, omission, or otherwise be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing signed by the party’s authorized representative.  No waiver, express or implied, by any party hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default whether with respect to the same or a different provision.  Failure to complain of any act or failure to act of a party or to declare a party in default hereunder, irrespective of how long such failure continues, shall not constitute a waiver of any rights of the non-defaulting party.

15.5  No violation of Anti-Bribery & Corruption Laws.  Both parties acknowledge that they are familiar with, have read and agree to be bound by the applicable Anti-Bribery & Corruption Laws or any similar statute or regulation in any jurisdiction in which they does business.  Neither party will act in any fashion or take any action in the performance of its obligations under this Agreement which violates the Anti-Bribery & Corruption Laws or any similar statute or regulation in any jurisdiction in which they does business.  Either party’s violation of this provision will be deemed a material breach of this Agreement, entitling the other party to terminate the Agreement immediately by written notice to other party.

15.6  Amendment.  This Agreement may be amended only by a written document that is designated as an amendment to this document and signed by the parties.

15.7  Authority.  Each party represents and warrants to the other party that it is duly incorporated, validly existing and has the power and authority to enter into this Agreement.  Further, each party represents and warrants to the other party that the person(s) signing