GENERAL TERMS AND CONDITIONS OF SALE

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The present conditions apply to all sales of products and services by Passeport Technologies Inc. ("Seller") to a customer (“Buyer”) through a purchase order or any other agreement, whether written or otherwise.

The acceptance of a quote or order by the Buyer or the issuance of a purchase order by the Buyer (the "Order") confirms the Buyer's unconditional acceptance of these conditions. These conditions will exclusively govern the Order and will prevail over all other conflicting, modifying, and/or additional conditions contained in any purchase order sent by the Buyer or similar document. The Seller's failure to oppose these conditions does not constitute a waiver by the Seller, nor an acceptance by the Seller of said conditions of the Buyer.

The titles and ownership of the materials and equipment provided for the purposes of this Order will remain solely owned by the Seller until full payment. The Buyer authorizes the Seller to encumber the aforementioned materials and equipment with a retention of title through all necessary registries to make this installment sale enforceable against third parties, including by publishing it in the Quebec Register of Personal and Movable Real Rights ("RDPRM").

Equipment is delivered by the Seller to the Buyer EXW ICC Incoterms 2020 at the Seller's address, namely 320 College St. North, Richmond, QC, Canada J0B 2H0, the Buyer being responsible from that point on. The parties may agree that the Seller will arrange transportation and delivery for the Buyer to another location, with all transportation costs, charges, and taxes borne by the Buyer. In such a case, the Buyer will provide the Seller with relevant information, such as the shipping address, mode of transport, etc. Unless specific instructions are given by the Buyer in the purchase order (carrier name and account number), the Seller will designate the carrier and add the delivery costs to the Buyer's invoice. Additionally, no insurance coverage for goods in transit is taken out.

All payments must be made upon presentation of the invoice or in accordance with the payment schedule. All applicable taxes are in addition to the amounts provided in the Contract. In addition to taxes, all customs duties and brokerage fees payable on delivery, if applicable, will be charged to the Buyer. Fees of 2% per month (24% per annum) will be charged on any overdue account. For the purchase of certain equipment, the Buyer will have the following options to make the payment, subject to the Seller's approval:

(i) 50% of the total invoice amount payable upon receipt of the Order, and the remainder payable to the Seller before shipment of the Order; 

(ii) 25% of the total invoice amount payable upon receipt of the Order, plus delivery charges and the first month of Recurring Costs (defined hereafter), and the balance will be spread over a two-year period, including a 10% markup for management fees, payable on the 1st day of each month unless otherwise agreed by the parties. 

When purchasing an access system (excluding identification products), the Buyer agrees and accepts to pay the Seller the monthly fees required for all technical support and updates to ensure equipment connectivity to third-party software (the "Recurring Costs") for a period of twenty-four (24) months and any subsequent renewal (the "Term"). The Recurring Costs may vary according to the system configuration. The Recurring Costs also include a reduced cost for parts after the warranty period and access to an equipment update program. Payment of Recurring Costs is payable to the Seller on the 1st day of each month of the Term, unless otherwise agreed by the parties.

At the end of the Term, the Recurring Costs will automatically renew for successive twelve (12) month periods unless otherwise notified (the "Renewal"), with the price subject to change without notice. The Buyer may cancel any Renewal by sending a written cancellation notice to the Seller at support@passporttechnologies.com at least 30 days before the end of the Term, in which case the notice will take effect at the end of the current Term.

The Orders do not include the installation of the Equipment. It is the responsibility of the Buyer to hire a qualified professional approved by the Seller to install the Equipment. Any additional wiring required must be supplied and installed by such a professional. The Seller will provide the necessary details for the installation of the Equipment. 

From the date of the Order, if the Buyer is not in default of these conditions, the equipment is subject to a limited warranty for all parts and labor for 2 years. This limited warranty does not apply to IDENTIFICATION PRODUCTS (SUCH AS ELECTRONIC CARDS AND KEYFOBS WHICH ARE WARRANTED ONLY BY THE MANUFACTURER) AND defects resulting from normal wear and tear, use OR INSTALLATION contrary to the manufacturer’s recommendations, negligence, unauthorized modification, or repair of the equipment. The Seller disclaims all other warranties, express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. 

THE SELLER SHALL IN NO EVENT BE LIABLE TO THE BUYER, ITS AGENT, OR SUCCESSOR, FOR ANY LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING BUT NOT LIMITED TO DAMAGES RELATED TO LOSS OF CLIENTELE, LOSS OF SALES OR PROFITS, WORK STOPPAGES, AND DELAYS OR PRODUCT FAILURE. NOTWITHSTANDING THE FOREGOING, THE SELLER'S LIABILITY FOR ANY LOSS OR DAMAGE SUFFERED BY THE BUYER SHALL NEVER EXCEED THE TOTAL AMOUNT STIPULATED IN THE PRESENT ORDER FOR THE CURRENT TERM. 

The Buyer shall pay (i) when it wishes to interrupt, abandon, or not pursue the services before the end of the Term or Renewal period, a termination penalty equal to the remaining Recurring Costs for the current Term; (ii) after two (2) declined credit card transactions, a penalty of CAD 30; (iii) when it is disconnected from services for non-payment of Recurring Costs, a reconnection penalty of CAD 115, in addition to any other sums due to the Seller; (iv) in the case of an installment sale, when it wishes to cancel the purchase of equipment, it shall pay a termination penalty equal to the remaining balance. In this latter case, the Buyer has the option to return the equipment at its expense for an evaluation by the Seller. The Seller will determine, at its discretion, the amount of any applicable credit to the remaining balance owed by the Buyer. 

The Buyer is in default when (i) it has not paid for the services or equipment provided by the Seller within the required timeframe; (ii) it discontinues its business operations; (iii) it has sold the equipment; (iv) it has moved the equipment from its original jurisdiction before full payment thereof; (v) a receiver, administrator, trustee, or other similar agent is appointed by the Buyer; and/or (vi) the Buyer is declared bankrupt or becomes insolvent, or a bankruptcy application is filed against the Buyer under any insolvency law, or a similar proceeding is initiated of any kind, in any jurisdiction. The Seller may: (a) Cancel the Order by notice to the Buyer, this notice taking immediate effect, and the Seller shall have no obligation to provide services or any equipment, and the Seller will be entitled to retain all partial payments made by the Buyer under the Order as a penalty for cancellation and to terminate all services;(b) In the case of an installment sale, take possession of the equipment and declare the Buyer in default of the term. Consequently, the outstanding balance will become immediately payable, including any accumulated interest and recovery fees, including reasonable legal fees; (c) Terminate all services and take any other necessary action against the Buyer to recover the amounts due and enforce its rights; 

Certain equipment is designed to connect to the Buyer's software via an application programming interface (API). This connection allows data transfer only according to the parameters defined by the Buyer. The Buyer is responsible for ensuring that its software, including the APIs used for connection with the Equipment, complies with all applicable laws and regulations regarding the protection of personal information. The Buyer acknowledges that the configuration of this software and the management of data transmitted via the API are their exclusive responsibility. The Buyer is solely responsible for fees related to third-party software. The Seller will not have access to data transmitted via the API, unless expressly authorized by the Buyer and necessary for the maintenance or support of the equipment. 

The Seller assumes no responsibility for non-performance of the Order or any delay in production or delivery of the Order caused, in whole or in part and without limitation, by fire, flood, act of God, force majeure, riot, inclement weather, power outage, labor dispute, or any other event beyond reasonable control of the Seller. 

The Order and its terms and conditions remain subject to and must be interpreted according to the laws of the Province of Quebec. The parties hereby submit to the jurisdiction of the courts of the judicial district of Saint-François, to the exclusion of any other jurisdiction, for any dispute related to the Order. 

The Order and these terms and conditions constitute the entire agreement between the parties and cancel any prior agreement, arrangement, negotiation, commitment, or other communication, verbal or written, that occurred between the parties.