TERMS & CONDITIONS

Services & Solutions

These Terms and Conditions cover the sale by Westburne, a division of Rexel Canada Electrical Inc. (“Westburne”) to its customer (“Buyer”) of the hardware, software, and/or services (individually a “Product” and collectively “Products”) set forth and included in the applicable scope of work (the “Work”).

1. GENERAL. These Terms and Conditions along with the applicable scope of work, provided by Westburne in this proposal (the “Agreement”) is the entire agreement of the parties, superseding any previous agreements and understandings, whether oral or written. In the event of any conflict between the applicable scope of Work and these Terms and Conditions, the provisions of the applicable scope of Work shall prevail. This Agreement exclusively will govern the sale and/or licensing by Westburne of the Work and any other Products furnished under this Agreement. No addition or modification to this Agreement will be binding unless mutually agreed to in writing. Each party rejects any other terms and conditions that are in addition to or not consistent with this Agreement that may be proposed by the other party or that appear or are referenced in Buyer’s purchase order or other requisition or in Westburne’s invoice.
2. PRICE. As provided in the applicable scope of work exclusive of applicable taxes and duties unless otherwise specified.
3. PAYMENT. Net thirty (30) days from date of the invoice issued, or in accordance with the Pricing and Payment Schedule, if applicable, that is set forth in the applicable scope of work.
4. DELIVERY. Ex Works Westburne’s facility or warehouse (per current Incoterms) or as otherwise specified in the applicable scope of work (Delivery). Shipping dates are approximate only and Westburne assumes no responsibility for delays.  In all cases, title transfers to Buyer upon full payment for the Work by the Buyer of the Work, except that title to all intellectual property rights associated with the Work remains with Westburne or its suppliers and licensors. However, such Products shall be entirely at Buyer’s risk from the time placed on a common carrier.
5. ACCEPTANCE.

1. Acceptance of the Work occurs either (i) on the date the Work conforms to acceptance criteria in the applicable  scope of Work or is otherwise beneficially used by Buyer, but in no event later than thirty (30) days from start-up or five (5) five days following Delivery whichever occurs first; or (ii) if no acceptance criteria is specified in the applicable scope of Work then acceptance occurs upon Delivery.
2. Interim Approvals. Any Westburne provided interim Work deliverable requiring Buyer approval pursuant to the applicable scope of Work will be deemed accepted if formal Buyer approval, written or as otherwise required, is not received by Westburne within two (2) calendar weeks after the date submitted.

6. CHANGES.

Any change resulting from any of the following circumstances is subject to equitable adjustments to price, scheduling, and other affected terms and conditions:

1. Buyer requested order changes, including those affecting the identity, scope, and delivery of the Work or Products;
2. Concealed or otherwise unknown physical conditions differing materially from those indicated or anticipated in the applicable scope of work or that otherwise differ materially from those ordinarily found under similar circumstances;
3. Any delays caused by Buyer, its employees, affiliates, other contractors to Buyer, or any other party within Buyer’s reasonable control;
4. Any emergency endangering persons or property. In such circumstances, Westburne may act at its discretion to prevent damage, injury, or loss;

(e) All changes, except actions necessitated by emergencies as provided in (d) above, must be executed by a written change order signed by both parties or otherwise definitively authorized by both parties. Westburne will not begin work on a change until such change order is properly authorized. All claims relating to a change must be made within a reasonable time after the occurrence giving rise to the claim. If the parties cannot agree on a change in pricing or schedule, it will be resolved pursuant to Section 26, Disputes.

(f) Westburne reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit, and function, and such substitutions shall not be considered changes subject to the other terms of this section.

7. RETURNS. All returns of Products will be pursuant to Westburne’s instructions.
8. DEFAULT, DELAYS, AND TERMINATION.

1. Default by Westburne. If Westburne is in material default of its obligations in the Agreement, Buyer shall give Westburne written notice, and Westburne shall have five (5) business days to begin action and ninety (90) days (or longer if agreed to in writing) to cure the default. If Westburne fails to cure the default, Buyer may terminate this Agreement to the extent that Westburne is in default. Westburne’s liability shall be limited to (a) the proportionate price of the terminated portion of the Work and (b) any documented direct excess re-procurement costs incurred by Buyer to complete the Work to a capability not exceeding that provided in the applicable scope of Work, but Westburne’s liability for documented direct excess re-procurement costs shall be limited to one hundred percent (100%) of any amounts paid for the terminated portion of the Work.
2. Convenience of Buyer. Except as set forth in the applicable scope of work, Buyer may terminate this Agreement for convenience prior to shipment by giving thirty (30)-day written notice to Westburne. Buyer shall pay for any Work performed before receipt of notice and any additional costs of termination (including third-party commitments, reasonable profit, and overhead as may be more specifically provided in the applicable scope of work).
3. Delays or Default by Buyer. If Buyer, its employees, affiliates, other contractors to Buyer, or any other party within Buyer’s reasonable control causes the delivery, installation, or acceptance of the Work to be delayed beyond the time period set forth in the applicable scope of work, or if Buyer materially fails to fulfill any condition of the terms of this Agreement, Westburne may elect to (a) withhold deliveries and suspend Work, or (b) place the Products in storage at Buyer's risk and cost. If such delay or other non-fulfillment is not rectified by Buyer within a reasonable time upon notice, Westburnemay terminate this Agreement, and Buyer shall pay all costs of termination (including third-party commitments, reasonable profit, and overhead).
4. Temporary Suspension of Work by Buyer. Except as set forth in the applicable scope of work, Buyer may, by providing prior written notice, request that Westburne temporarily suspend performance and delivery of the Work, in whole or in part. The notice shall specify the portion of the Work to be suspended, the effective date of suspension, Buyer’s anticipated duration of suspension, and the reasons for the suspension. Westburne shall suspend Work as requested, except as necessary for the care or preservation of Work previously executed. On or before the date the suspension begins, Buyer must pay Westburne the unpaid balance of the portion of the Work previously executed plus any additional costs incurred by Westburne as a result of the suspension. Westburne shall resume the suspended Work after a change order is executed covering adjustments to the price, schedule, and any other affected terms or conditions resulting from the suspension. Unless otherwise agreed, the maximum cumulative period for suspension is sixty (60) days. Upon expiration of this or any shorter period agreed upon as provided above, Westburne may terminate this Agreement, and Buyer shall pay all costs of cancellation (including third-party commitments, reasonable profit, and overhead).

9. FORCE MAJEURE. Neither party will be liable for any loss, damage or delay arising out of its failure (or that of its subcontractors) to perform due to causes beyond its reasonable control, including without limitation, acts of God, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, acts of terrorism, delays in transportation, or transportation embargoes. In the event of such delay, performance date(s) will be extended as reasonably necessary to compensate for the delay.

10. SOFTWARE LICENSES AND OWNERSHIP.  This Section shall only apply if software is identified as a specific deliverable in an applicable scope of work.

1. Standard Software. Software comprised of firmware or standard software (including, but not limited to packaged software, Westburne’s or its suppliers’ preexisting templates, models and library files, and commercially available software) (collectively “Standard Software”) is subject to Buyer’s acceptance of additional terms and conditions set forth in separate Westburne or third-party click-wrap license agreements provided with such Standard Software. Such terms and conditions shall be the exclusive terms and conditions applicable to such Standard Software, excluding Buyer’s obligation to pay any license fee which shall be identified in the applicable scope of work.
2. Documentation and Application Software. Westburne hereby grants to Buyer a non-exclusive, non-transferable license to modify and use solely in conjunction with the Work all documentation and any Application Software created by Westburne or the manufacturer as specified in the applicable scope of Work. Application Software includes application project files for control programming, design, configuration, and visualization in source code and/or scripting code created by Westburne or the manufacturer under the Agreement for operational use with the Standard Software or the Buyer’s system as specified in the Statement of Work. Buyer is solely responsible for its modifications to documentation and Application Software. Except for any Buyer or third-party confidential information, Westburne retains all right, title, and interest to documentation and Application Software developed by Westburne. Buyer shall not sublicense or assign the documentation or the Application Software except to a customer who purchases the Work from Buyer. Buyer may make an additional archival copy of such documentation and Application Software for backup.
3. In the absence of a separate Westburne or manufacturer license agreement for software provided by Westburne or such manufacturer  under a Statement of Work, Westburne or manufacturer  hereby grants Buyer a non-exclusive, non-transferable license to use such software solely in conjunction with the Work for the project identified in the applicable scope of Work without the right to sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the software (except for modifications of Application Software as set forth above). Ownership of the respective Westburne or third-party software shall remain with Westburne or the third party. 
4. Ownership of Pre-existing Intellectual Property. Each party shall own all right, title, and interest in all patents, trademarks, copyrights, confidential information, trade secrets, mask rights, and other intellectual property rights as it owned on the date of this Agreement.
5. No Other Licenses. Except as expressly set forth in this Agreement, no license under any patents, trademarks, copyrights, confidential information, trade secrets, mask rights, or other intellectual property rights is granted or implied by either party.

11. WARRANTY.

(a) Products Warranty: Westburne will make available to Buyer all transferable warranties made to Westburne by the manufacturer of the Products. Westburne is a distributor and not the manufacturer of the Products sold under this Agreement and makes no warranty, indemnity or the like relative to such Products.  Westburne’s obligation will be to pass through Buyer all available warranties provided by such manufacturer for the Products. Westburne warrants to Buyer for the period of  twelve (12)  months from shipment, that the Products will be free of defects in material, fabrication, and workmanship provided that: (1) the operating conditions and use of the Products are in accordance with any standards set forth in the Statement of Work, manufacturer’s  published specifications, and applicable recommendations of Westburne; and (2) the installation, adjustment, tuning, and start-up of the Products have been properly performed in accordance with the manufacturer’s published specifications and any applicable recommendations of Westburne. Repaired or replacement Products provided pursuant to subparagraph (d) below are warranted for the remainder of the original warranty term, or for a longer period, in accordance with the manufacturer’s warranty.

(b) Services Warranty: Westburne warrants to Buyer for the period of thirty (30) days from the date services are provided that services shall be performed in a workmanlike manner conforming to standard industry practice.

(c) Remedies: Remedies under this warranty will be limited to, at Westburne’s discretion, replacement, repair, re-performance, modification, or issuance of a credit for the purchase price of the Products involved, but only after Westburne’s receipt of Buyer’s written notification of non-conforming Products or Work and the return of such Products pursuant to Westburne’s instructions. Replacement Products, at Westburne’s discretion, may be new, remanufactured, refurbished, or reconditioned. If the repair, re-performance, or replacement does not cure the defective performance, Buyer may request emergency on-site service, which will be at Westburne’s expense (consisting of time, travel, and expenses incurred by Westburne related to such services). If the defective performance is not due to warranted defects in the Work or Products, the on-site service will be at Buyer’s expense. On- site warranty services performed at Westburne’s expense shall not include removal or reinstallation costs related to large-scale assemblies such as motors or transformers. The foregoing will be the exclusive remedies for any breach of warranty or breach of contract arising from warranted defects.

(d) General: Warranty satisfaction is available only if (a) Westburne is provided prompt written notice of the warranty claim, and (b) Westburne’s examination discloses that any alleged defect has not been caused by misuse, neglect, improper installation, operation, maintenance, repair, alteration, or modification by other than Westburne, accident, or unusual deterioration or degradation of the Products or Work or parts thereof due to physical environment or electrical or electromagnetic noise environment.

(e) THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESSED; IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.

12. INTELLECTUAL PROPERTY INDEMNITY. Westburne or manufacturers  will pay costs and damages finally awarded in any suit against Buyer to the extent based on a finding that the design or construction of any Work or Products as furnished,  infringe any patent, utility model, copyright, or trademark granted or registered in the country of Westburne’s shipping destination, provided that, Buyer: (i) promptly informs Westburne of the alleged infringement in writing; (ii) provides Westburne the exclusive right to defend and settle the suit, at Westburne’s expense; and, (iii) provides all reasonable information and assistance requested for the defense.  Westburne shall have no liability for any infringement that is based upon or arises out of: (a) compliance with Buyer’s instructions, specifications or designs; (b) use of Work or Products in a Buyer or third-party process; or (c) combinations with other equipment, software or materials not supplied by Westburne. The foregoing states the sole and exclusive obligations of Westburne and the manufacturers for intellectual property infringement. 

13. GENERAL INDEMNITY. Westburne agrees to indemnify the Buyer from any suit or proceeding by third parties (which are not Westburne employees) for damage to third-party tangible property and for bodily injury to the extent directly caused by Westburne’s negligence in the performance of this Agreement. This indemnity is contingent upon Buyer giving Westburne prompt notice of any such suit or proceeding and all necessary information and assistance so that Westburne may defend or settle such claim and provided Buyer does not take any adverse position in connection with such claim. If any such damage or injury is caused by the joint or concurrent negligence of Westburne and Buyer, or any agent, subcontractor, or supplier to Buyer, each party shall pay for its own defense, and the liability of each party shall be borne in proportion to the party’s negligence.

14. DISCLAIMER AND LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL, OR THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND. EACH PARTY’S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT EXCEED THE LESSER OF $1,000,000 OR THE COST OF THE WORK. WESTBURNE DISCLAIMS ALL LIABILITY RELATIVE TO GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED BY BUT NOT REQUIRED OF WESTBURNE BY THE STATEMENT OF WORK. ANY ACTION BY EITHER PARTY MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION. THIS PROVISION EXTENDS TO THE BENEFIT OF WESTBURNE’S PARENT, SUBSIDIARIES, AFFILIATES, VENDORS (INCLUDING ROCKWELL AUTOMATION, INC.), AND OTHER AUTHORIZED RESELLERS AS THIRD-PARTY BENEFICIARIES.

15. BUYER SPECIFICATION.

1. Unless otherwise specified in the applicable scope of work, Westburne does not warrant or indemnify and will not otherwise be liable for (i) design, materials, or construction criteria furnished or specified by Buyer and incorporated into the Work or Products, (ii) products supplied by, made by or sourced from Buyer or other manufacturers or vendors specified by Buyer; or (iii) commercially available computer software, hardware, and electrical components. (Such Buyer supplied/specified products shall include but not be limited to any identified in the applicable scope of Work.) Any warranty or indemnity applicable to such Buyer supplied/specified products will be limited solely to the warranty or indemnity, if any, extended by the original manufacturer or vendor other than Westburne to the extent permissible thereunder.
2. RoHS: Buyer supplied/specified products will meet all applicable material restrictions as defined in RoHS. If it does not, Buyer will notify Westburne prior to shipment of the Buyer supplied/specified products to Westburne.  Buyer will indemnify Westburne against any claim arising out of Westburne’s use of Buyer supplied/specified products.

16. INSURANCE.

During the term of this Agreement, Westburne shall maintain, at its sole expense, the following minimum insurance coverages:

1. Workers’ Compensation: statutory in accordance with applicable law;
2. Contingent Employer’s Liability: $1,000,000 per accident, per employee, per disease;
3. Commercial General Liability: $2,000,000 per occurrence single limit of liability, $2,000,000 general aggregate that shall include but not be limited to contractual liability, premises liability, advertising liability, and product liability; and
4. Commercial Automobile Liability: $2,000,000 per occurrence combined single limit of liability, covering all owned, leased, and non-owned vehicles.
5. Professional Liability: $1,000,000 per occurrence, $1,000,000 general aggregate.

17.       BUYER INFORMATION.

1. Buyer represents and warrants that it has the rights to the information provided or made available by Buyer to Westburne, including but not limited to technical specifications, drawings, source code, application code, communication interfaces, protocols, and all other documentation (collectively “Buyer Information”), for Westburne to perform its obligations under this Agreement and that such access to and use of Buyer Information under this Agreement will not infringe or violate any agreement, confidentiality obligations, copyrights, or other intellectual property rights of the original vendor or any other third party. Buyer agrees to indemnify Westburne from any claims arising out of Westburne’s use of Buyer Information pursuant to the Statement of work.
2. In Westburne’s performance of services, sales activities, or in connection with Buyer’s use of Westburne Products, Westburne may obtain, receive, or collect data or information, including Buyer’s contract information, computer system profile, Westburne Product installation data, and Buyer’s usage specific data of Westburne Products (collectively, the "Data"). In such cases, Buyer grants Westburne and its suppliers a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license to use, compile, distribute, display, store, process, reproduce, or create derivative works of the Data solely to facilitate the performance of sales and services by Westburne and its affiliates (including, but not limited to, quality, safety, energy, and security analytics, product and service diagnostics and prognostics, and reporting), and to facilitate or improve Buyer’s use of the Products. In addition, Buyer grants Westburne and its affiliates a license to use and aggregate the Data in support of Westburne’s marketing and sales activities. Westburne and its affiliates may also use this information in the aggregate, in a form which does not personally identify Buyer, to improve Products and Westburne may share anonymous aggregate data with our third party suppliers and service providers.

18. SAFETY AND STANDARDS.

1. Westburne is responsible for compliance of the Work with laws, regulations, and standards, including safety regulations and standards, of the country where the Work will be located that are applicable to the Work at the effective date of this Agreement.
2. Buyer must inform Westburne of any other laws, regulations, or standards that may apply to the Work. Westburne will be responsible for compliance with such other safety or other standards only if documented in the applicable scope of Work.
3. Westburne is not responsible for laws, regulations, or standards that apply to Buyer’s (or end user’s, if different from Buyer) facility, equipment, process, information system, or data.

19.       SITE RULES, LICENSES, PERMITS, SITE PREPARATION.

1. Westburne agrees to comply with all applicable posted site rules of Buyer (unless inconsistent with the obligations set forth in the applicable scope of Work) and any additional Buyer’s site rules that have been incorporated into the applicable scope of Work.
2. Buyer is responsible for:

1. all licenses, permits, clearances, and site access rights;
2. all sites being ready and equipped with all necessary Buyer furnished equipment and facilities;
3. the sites, including any required Buyer fixtures or facilities being safe, hazard free; structurally sound, and sufficient;
4. reasonable access to the worksite;
5. properly using, calibrating operating, monitoring and maintaining the Work consistent with all Westburne or third-party provided instructions, warnings, recommendations and documentation;
6. all other factors affecting the Work that are outside of the direct control of Westburne; and
7. indemnifying Westburne for any claims to the extent directly caused by Buyer’s breach of the obligations listed in this section 19(b) above.

20. GOVERNMENT CONTRACTS AND CLAUSES. No governmental contract clause, specification or regulation shall apply to the Work, the Products or this Agreement except to the extent agreed to in writing by Westburne.

21. EXPORT CONTROL. Products and associated materials supplied or licensed hereunder may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all such laws and regulations.  Notwithstanding any other provision to the contrary, if Canadian or provincial laws require export authorization for the export or re-export of any Product or associated technology, no delivery can be made until such export authorization is obtained, regardless of any otherwise promised delivery date, and Westburne will be relieved of any obligation relative to the delivery of the Product(s) or Work subject to such delayed authorization without liability of any kind to Buyer or any other party. Further, if any required export authorization is denied, Westburne will be relieved of any further obligation relative to the sale and/or license and delivery of the Product(s) or Work subject to such denial without liability of any kind to Buyer or any other party. Westburne will not comply with boycott related requests except to the extent permitted by Canadian law and then only at Westburne’s discretion.

22. ASSIGNMENT. This Agreement may not be assigned in whole or in part by either party without the written consent of the other party. However, consent will not be required for internal transfers and assignments between party and its parent, subsidiaries or affiliates in connection with a consolidation, merger or any other form of corporate reorganization.
23. INDEPENDENT CONTRACTORS. The parties at all times will be independent. Neither party is an employee, joint venturer, agent or partner of the other; neither party is authorized to assume or create any obligations or liabilities, express or implied, on behalf of, or in the name of the other. The employees, methods, facilities, and equipment of each party at all times will be under the exclusive direction and control of that party.
24. DISPUTES. THE PARTIES WILL ATTEMPT IN GOOD FAITH TO PROMPTLY RESOLVE ANY DISPUTE BY NEGOTIATIONS BETWEEN REPRESENTATIVES WHO HAVE AUTHORITY TO SETTLE THE DISPUTE. ANY DISPUTE NOT RESOLVED BY NEGOTIATION MAY THEN BE SUBMITTED TO A COURT OF COMPETENT JURISDICTION IN ACCORDANCE WITH THE TERMS PROVIDED IN THIS AGREEMENT. THESE PROCEDURES ARE THE EXCLUSIVE PROCEDURES FOR THE RESOLUTION OF DISPUTES BETWEEN THE PARTIES.

25.        GOVERNING LAW AND FORUM. This Agreement and all disputes arising under it will be governed by and interpreted in accordance with the internal laws and will be subject to the exclusive jurisdiction of the courts of the Province where the Services are being provided and the laws of Canada applicable therein but specifically excluding the provisions of the 1980 UN Convention on Contracts for the International Sales of Goods.

26.        CONFIDENTIALITY.

1. During the term of this Agreement and for a period of three years thereafter, each party will maintain in strict confidence all technical and business data and information disclosed by one party to the other that is marked "Confidential” and will not use or reveal such information without the prior written authorization of the other; provided that Westburne may disclose, use and reveal any such data and information to its suppliers in the performance of or related to its obligations under this Agreement and such Westburne suppliers may disclose, use and reveal such data and information in the performance of their obligations related to Westburne’s obligations under this Agreement.
2. “Recipient” and “Discloser” shall refer to Buyer and Westburne in their respective roles as both recipient and discloser of Confidential Information under this Agreement.
3. The obligations of confidentiality and non-use will not apply to information (i) that is published or becomes part of the public domain other than by means of a breach of this Agreement; (ii) that the Recipient can prove by written documentation was known to it prior to disclosure by the Discloser; (iii) that the Recipient subsequently rightfully receives from a third party without an obligation of confidentiality; (iv) that the Discloser discloses to a third party on a non-confidential basis; or (v) that was independently developed by the Recipient.
4. The Recipient shall not use or disclose any Confidential information, except as expressly authorized by this Agreement, and shall protect all such Confidential information using the same degree of care which Recipient uses with respect to its own similar proprietary information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. Recipient shall take prompt and appropriate action to prevent unauthorized use or disclosure of the Confidential Information.
5. If any Confidential information must be disclosed to any third party by reason of legal, accounting or regulatory requirements beyond the reasonable control of the Recipient, the Recipient shall promptly notify the Discloser of the order or request and permit the Discloser (at its own expense) to seek an appropriate protective order.

27. SEVERABILITY. If any provision of this Agreement is held to be unenforceable by law, the remainder of the Agreement shall remain in full force and effect. Delay or failure to enforce any right or remedy under this Agreement shall not prejudice or waive such right or remedy.

28. COUNTERPARTS. This Agreement may be executed in multiple counterparts.

29. NOTICE. Written notice shall be deemed to have been given under this Agreement on the date the party notified personally delivers such notice to the other party or sends notice to the other party by certified or registered mail or facsimile, addressed to the addresses and telephone numbers set forth in this Agreement, unless written notice of change of address has been given in accordance with this clause.

30. LANGUAGE. The parties acknowledge that they have required that the agreement evidenced hereby be drawn up in English. Les parties reconnaissent avoir exigé la rédaction en anglais du Contrat. In the event of a conflict between the English and other language versions, the English version will prevail.