Terms and Conditions

Part A - Terms and Conditions of Sale

These Terms and Conditions of Sale (the “Terms”) apply to all quotations, order confirmations, sales, and deliveries of goods by GLEICH Aluminum Canada Inc. (“Seller”) to any purchaser (“Buyer”). By placing an order, issuing a purchase order, requesting shipment, accepting delivery of Goods, or otherwise conducting business with Seller in connection with the Goods, Buyer agrees to be bound by these Terms. These Terms constitute a legally binding commercial agreement between sophisticated commercial parties and are intended to be interpreted accordingly.

1. Definitions

1.1 In these Terms:

• “Buyer” means the purchaser of Goods from Seller.
• “Confidential Information” has the meaning set out in Section 13.1.
• “Force Majeure Event” has the meaning set out in Section 16.1.
• “Goods” means all products, materials, items, and related goods supplied by Seller.
• “Order Confirmation” means Seller’s written confirmation of Buyer’s order, including any quotation accepted by Seller, sales order acknowledgment, or other written confirmation issued by Seller.
• “PPSA” means the Personal Property Security Act (Ontario) or, where applicable, any equivalent personal property security legislation in any other province or territory of Canada.
• “Warranty Period” has the meaning set out in Section 7.1.

2. Applicability; Entire Agreement

2.1 These Terms apply to all sales of Goods by Seller to Buyer and supersede all prior oral or written communications, representations, understandings, negotiations, or discussions relating to the subject matter hereof.

2.2 Seller’s Order Confirmation governs each transaction. In the event of any conflict between these Terms and an Order Confirmation, the Order Confirmation shall prevail solely to the extent of the conflict.

2.3 Buyer acknowledges that Order Confirmations may contain additional or supplementary commercial details, including pricing, quantity, specifications, delivery terms, or payment terms, and that Buyer is responsible for reviewing each Order Confirmation promptly upon receipt.

2.4 Any additional, different, or conflicting terms proposed by Buyer - whether in a purchase order, acknowledgment, portal, vendor onboarding document, or otherwise - are expressly rejected and shall have no force or effect unless expressly agreed to in a written amendment signed by an authorized representative of Seller.

2.5 These Terms, together with any applicable Order Confirmation, constitute the entire agreement between the parties with respect to each sale transaction. Buyer confirms that it has not relied on any representation, warranty, statement, practice, or usage of trade not expressly set out in these Terms or an Order Confirmation, and Buyer waives any claim based on such reliance.

2.6 These Terms may only be modified by a written instrument signed by both parties, except that Seller may amend or update these Terms for future transactions unilaterally in accordance with Section 22, which amendments do not require Buyer’s signature or consent.

2.7 Orders placed by email, electronic portal, electronic data interchange (EDI), or similar electronic means constitute binding purchase orders and are subject to these Terms upon Seller’s issuance of an Order Confirmation.

3. Payment Terms

3.1 Payment shall be made exclusively by Electronic Funds Transfer (EFT) or ACH/wire transfer in Canadian dollars (CAD), unless otherwise specified in writing by Seller. Where an Order Confirmation specifies pricing in United States dollars (USD), payment shall be made in USD.

3.2 Seller does not accept payment by cheque, credit card, cash, or any other method unless expressly agreed in writing in the applicable Order Confirmation or otherwise approved in writing by Seller.

3.3 Payment terms shall be as stated in the applicable Order Confirmation. Seller reserves the right to require advance payment, full payment before shipment, cash against documents, letter of credit support, or other credit support at any time prior to shipment or delivery.

3.4 Default Position: All orders are subject to advance payment in full prior to shipment unless Buyer has been approved for credit terms in accordance with Section 3.5.

3.5 Credit Accounts: Net thirty (N30) day payment terms may be made available at Seller’s sole discretion, provided that Buyer has submitted a completed credit application, Seller has completed any credit review it deems appropriate, and Buyer has received written approval from Seller. Credit approval may be withheld, conditioned, suspended, reduced, or revoked at any time, with or without prior notice.

3.6 Seller may revoke, suspend, or modify credit terms at any time if Seller reasonably determines that Buyer’s financial condition has deteriorated, Buyer is in default of any payment obligation, Buyer exceeds its approved credit limit, Buyer fails to provide requested financial information, or Seller otherwise deems itself insecure. In such event, all outstanding invoices shall become immediately due and payable, without prejudice to Seller’s other rights and remedies.

3.7 Any currency conversion issue shall be resolved using the Bank of Canada noon exchange rate published on the invoice date, unless a different reference rate is expressly stated in the Order Confirmation.

3.8 All payments shall be made without deduction, withholding, counterclaim, defence, abatement, or set-off of any kind. Buyer may not withhold or reduce any payment on account of any disputed claim, alleged breach, warranty issue, or any other reason without Seller’s prior written consent, except that Buyer may apply a credit memo formally issued in writing by Seller against the specific invoice to which it relates.

3.9 Overdue amounts shall accrue interest from the due date at a nominal annual rate of twelve percent (12%) per annum, not in advance, calculated as a daily equivalent rate based on a 365-day year, or at the maximum rate permitted by applicable law, whichever is less. Seller’s right to charge interest shall not constitute a waiver of any other remedy available at law, in equity, or under these Terms. Buyer shall also reimburse Seller for all reasonable costs of collection, including legal fees on a solicitor-and-own-client basis and all reasonable third-party collection costs.

3.10 For the purposes of section 4 of the Interest Act (Canada), whenever any interest under these Terms is calculated for a period of less than one year, the yearly rate of interest to which such rate is equivalent is twelve percent (12%) per annum.

4. Pricing; Taxes; Importer of Record

4.1 All prices are quoted and invoiced in Canadian dollars (CAD) unless otherwise stated in the Order Confirmation. Prices are exclusive of applicable federal and provincial taxes, including GST/HST, PST, QST, and any similar taxes, unless expressly stated otherwise.

4.2 Seller shall act as Importer of Record and shall generally include applicable customs duties, tariffs, and import fees in the quoted price, unless expressly stated otherwise in the Order Confirmation. Where duties, tariffs, or similar charges are excluded, this will be stated explicitly in the Order Confirmation.

4.3 Buyer is responsible for all sales, use, value-added, goods and services, harmonized, provincial, excise, or similar taxes arising from the sale of the Goods, excluding taxes based on Seller’s net income. If Buyer claims any exemption, Buyer shall provide valid exemption documentation in form and substance satisfactory to Seller before invoicing or as otherwise requested by Seller.

4.4 In the event of a change in customs duties, tariffs, government-imposed surcharges, government trade measures, or raw material costs that exceeds three percent (3%) of the applicable quoted price and occurs after the date of an Order Confirmation but prior to delivery, Seller reserves the right to adjust the price accordingly upon written notice to Buyer. Buyer may cancel the affected order within five (5) business days of receiving such notice if it does not agree to the adjusted price; failing such cancellation, Buyer shall be deemed to have accepted the adjusted price.

4.5 Prices quoted in Seller’s quotations are valid only for the period stated therein and are subject to change without notice thereafter.

5. Delivery; Risk of Loss; Title

5.1 All deliveries are governed by Incoterms® 2020, except to the extent expressly modified by these Terms or the Order Confirmation.

5.2 Default Delivery Terms:

• (a) Pickup orders: FCA Oldcastle, Ontario (Incoterms® 2020). Risk of loss passes to Buyer upon Seller’s tender of the Goods to Buyer’s carrier at Seller’s facility.
• (b) Delivered orders: DDP Buyer’s named dock (Incoterms® 2020), unless otherwise stated in the Order Confirmation. Risk of loss passes to Buyer upon delivery to the named location.

5.3 If a different Incoterm or delivery arrangement applies to a specific transaction, it shall be expressly stated in the applicable Order Confirmation.

5.4 Title to the Goods shall not pass to Buyer until Seller has received payment in full for those Goods and all other amounts owing by Buyer to Seller. Transfer of risk of loss under Section 5.2 is independent of and does not affect this retention of title.

5.5 Until title passes, Buyer holds the Goods as bailee for Seller and shall store the Goods separately from other goods, clearly identified as Seller’s property, in good condition, and insured as contemplated by Section 30. Buyer shall not encumber, pledge, charge, or dispose of the Goods except as expressly permitted by Section 10.

5.6 Subject always to applicable insolvency law, including the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), and any court-ordered stay of proceedings, if Buyer becomes insolvent, makes an assignment for the benefit of creditors, becomes bankrupt, proposes or is subject to any proposal, arrangement, compromise, restructuring, receivership, or similar proceeding, or if a receiver, trustee, monitor, liquidator, or similar officer is appointed in respect of Buyer or its property, Seller shall be entitled to exercise its rights as an unpaid seller and secured creditor, including seeking repossession of the Goods to the extent permitted by law. Buyer irrevocably waives, to the fullest extent permitted by law, any claim for damages arising out of or in connection with lawful repossession or enforcement by Seller.

5.7 Delivery dates are estimates only. Seller shall not be liable for delays in delivery caused by circumstances beyond Seller’s reasonable control, including those described in Section 16. Time shall not be of the essence with respect to delivery unless expressly agreed in writing by Seller.

5.8 If Buyer fails to take delivery on the scheduled date, fails to provide adequate receiving instructions, fails to unload within a commercially reasonable time, or is otherwise unable or unwilling to accept delivery during the agreed delivery period for reasons attributable to Buyer, Seller may arrange storage of the Goods at Buyer’s sole risk and expense, and storage fees, redelivery charges, and liquidated damages shall apply as set out in Section 9.

5.9 If Buyer is unable to accept delivery during the agreed delivery period for reasons attributable to Buyer, Buyer shall also be responsible for any redelivery charges, detention, layover, return freight, or related logistics costs incurred by Seller. If the failure or delay is attributable to Seller, Seller shall bear such costs.

6. Inspection; Claims

6.1 Buyer shall inspect all Goods immediately at the time of pickup or delivery, as applicable: upon loading at Seller’s facility for FCA orders, or upon arrival at Buyer’s dock for DDP orders.

6.2 Any visible damage, shortage, incorrect Goods, packaging discrepancy, or other nonconformity discoverable upon reasonable inspection must, where applicable, be noted on the delivery receipt or carrier paperwork at the time of delivery or pickup.

6.3 All claims for visible defects, shortages, incorrect Goods, or damage must be submitted to Seller in writing within ten (10) business days of pickup or delivery. Claims submitted after this period shall be deemed waived and Buyer shall have no recourse against Seller for such matters.

6.4 All claims must include, at minimum:

• A written description of the claimed defect, damage, shortage, or discrepancy;
• clear photographs of the affected Goods and packaging;
• the applicable heat number and/or lot number;
• the relevant Order Confirmation number, invoice number, or other transaction reference; and
• an explanation of the perceived issue sufficient to permit Seller to evaluate the claim.

6.5 For latent defects not reasonably discoverable upon initial inspection, Buyer must provide written notice to Seller within ten (10) business days of discovery, provided such notice is given no later than the expiry of the Warranty Period set out in Section 7.

6.6 Claims may be submitted through Buyer’s regular Seller sales representative for coordination purposes; however, to be effective under these Terms, the claim and all supporting documentation must also be submitted in writing to sales@gleichaluminum.com or to such other notice address as Seller may designate in writing.

6.7 Seller shall acknowledge receipt of a properly submitted claim within three (3) business days and shall respond substantively within ten (10) business days or within such additional reasonable time as may be required if testing, inspection, or carrier involvement is necessary.

6.8 Acceptance of delivery without timely written claim constitutes Buyer’s acknowledgment that the Goods conform to the Order Confirmation and are accepted by Buyer, without prejudice to any timely latent defect claim permitted by Section 6.5.

7. Limited Warranty

7.1 Seller warrants, and only expressly warrants, that the Goods will conform to the written specifications expressly set out in the applicable Order Confirmation and/or Seller-issued product data sheet or material test report for a period of twelve (12) months from the date of pickup at Seller’s facility (for FCA orders) or delivery to Buyer’s dock (for DDP orders), as applicable (the “Warranty Period”). For clarity, the Warranty Period commences when risk of loss passes to Buyer under Section 5.2, regardless of whether title has transferred under Section 5.4.

7.2 To make a warranty claim, Buyer must: (a) provide written notice within the Warranty Period; (b) comply with the claims procedure in Section 6; and (c) obtain Seller’s written authorization before returning any Goods. Unauthorized returns will not be accepted.

7.3 Seller’s sole obligation under this warranty, at Seller’s election, shall be to repair, replace, or issue a credit or refund for the non-conforming Goods. Return shipping costs for valid warranty claims shall be borne by Seller. Return shipping costs for claims determined not to be warranted shall be borne by Buyer.

7.4 This warranty does not apply to Goods that have been modified, misused, improperly stored, processed, machined, fabricated, installed, repaired, combined with other materials, or used in a manner inconsistent with Seller’s specifications, ordinary commercial practice, or industry standards. This warranty also does not apply to Goods that Buyer has incorporated into a finished product before discovering the alleged defect, unless such incorporation was not reasonably avoidable given the nature of the defect.

7.5 Buyer is solely responsible for determining the suitability of the Goods for Buyer’s intended application, process, tooling, machining, fabrication, regulatory environment, and end use. Seller makes no representation that the Goods meet any particular regulatory, safety, engineering, or performance standard unless expressly stated in the applicable Order Confirmation.

7.6 THIS SECTION 7 STATES THE ONLY EXPRESS WARRANTIES MADE BY SELLER. EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION 7, AND TO THE FULLEST EXTENT PERMITTED BY THE SALE OF GOODS ACT (ONTARIO) AND ANY OTHER APPLICABLE SALE OF GOODS LEGISLATION, SELLER MAKES NO REPRESENTATIONS, CONDITIONS, GUARANTEES, OR WARRANTIES, EXPRESS, IMPLIED, COLLATERAL, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED CONDITION OR WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR PRIOR PRACTICE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED.

7.7 Buyer acknowledges and agrees that it is not relying on any oral statement, course of dealing, sales literature, sample, estimate, or representation not expressly stated in the Order Confirmation, product data sheet, or material test report issued by Seller. The parties intend that the exclusions in this Section 7 operate as an express written allocation of risk between sophisticated commercial parties.

8. Limitation of Liability; Cumulative Remedies

8.1 Seller’s total aggregate liability to Buyer under or in connection with any transaction governed by these Terms shall not exceed the invoice price actually paid by Buyer for the specific Goods giving rise to the claim.

8.2 IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF PRODUCTION, LOSS OF CONTRACTS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF USE, COST OF SUBSTITUTE GOODS, OR BUSINESS INTERRUPTION, WHETHER ARISING IN CONTRACT, TORT, STATUTE, EQUITY, OR OTHERWISE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 The limitations and exclusions in this Section 8 apply for the benefit of Seller and its affiliates, officers, directors, employees, shareholders, agents, contractors, and representatives.

8.4 The limitations in this Section 8 shall apply notwithstanding any failure of a limited remedy to achieve its essential purpose.

8.5 Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited under applicable law, including liability for fraud, wilful misconduct, or gross negligence.

8.6 Seller’s rights and remedies under these Terms, at law, in equity, or under applicable statute are cumulative and not exclusive. The exercise of any one right or remedy shall not preclude the exercise of any other right or remedy.

9. Storage Fees; Liquidated Damages

9.1 Seller will accommodate reasonable delays in Buyer’s pickup or acceptance of delivery without charge where operationally practicable. Where Buyer fails to take delivery or arrange pickup within the initial grace period, storage fees and liquidated damages shall apply in accordance with the tiered schedule set out in Section 9.3.

9.2 The storage fee shall be calculated based on Seller’s pro-rated cost of warehouse space allocated to the Goods, determined by reference to Seller’s actual rent and occupancy costs for the relevant storage area, or a fair market storage rate for comparable commercial warehouse space in the applicable region, whichever is lower. Seller shall provide Buyer with written notice of the applicable rate before storage fees begin to accrue.

9.3 Where Buyer’s failure to take delivery or arrange pickup causes or is likely to cause disruption to Seller’s operations, the following tiered charges shall apply:

• Days 1-5 after the scheduled delivery or availability date: no charge (initial grace period);
• Days 6-30: storage fees only, as described in Section 9.2, at Seller’s election; and
• Day 31 onward: storage fees under Section 9.2 plus liquidated damages at 0.5% of the applicable invoice value per week, or part thereof, accruing until the Goods are collected, delivered, or the order is terminated pursuant to Section 11.

9.4 The parties acknowledge that the liquidated damages described in this Section 9 represent a genuine pre-estimate of Seller’s loss arising from prolonged occupation of storage capacity, disruption to warehouse operations, inventory inflexibility, and related administrative burden, and are not a penalty.

9.5 Seller’s right to charge storage fees or liquidated damages does not limit Seller’s right to terminate the order, invoice the Goods, suspend future performance, or pursue any additional remedy available under these Terms or at law if Buyer’s delay is unreasonable or continuing.

9.6 Buyer’s remedy for late delivery by Seller, where Seller is at fault and Section 16 does not apply, shall be limited to a credit equal to Buyer’s reasonable and documented direct costs incurred as a result of the delay, up to a maximum of the invoice price of the delayed Goods. Such credit shall be Buyer’s exclusive remedy for delay by Seller.

10. PPSA Security Interest; Retention of Title

10.1 As security for payment of the purchase price and all other amounts owing by Buyer to Seller from time to time, Buyer hereby grants to Seller a purchase-money security interest (“PMSI”) in all Goods supplied by Seller, together with all proceeds, insurance proceeds, accounts, documents of title, chattel paper, and other proceeds arising from or relating to those Goods, pursuant to the PPSA.

10.2 Buyer authorizes Seller, without further notice to Buyer, to register one or more financing statements, financing change statements, amendments, renewals, continuations, and other notices in any applicable personal property registry to perfect, maintain, continue, or enforce Seller’s security interest.

10.3 Seller may register its security interest in any jurisdiction where Buyer is located, carries on business, keeps records, or where the Goods or their proceeds are or may be located, and Buyer expressly consents to such registrations in all applicable provinces and territories of Canada.

10.4 Buyer shall, at its own expense, promptly execute and deliver any documents and do any acts reasonably requested by Seller to perfect, preserve, maintain, or enforce Seller’s security interest and PMSI priority, including waivers, acknowledgements, and notices to other secured parties, landlords, warehouse operators, or bailees where reasonably required.

10.5 Until all amounts owing to Seller have been paid in full, Buyer shall: (a) maintain the Goods in good condition; (b) keep the Goods identifiable and, where commercially reasonable, segregated; (c) not grant any conflicting security interest in the Goods or their proceeds; (d) not move the Goods outside the ordinary course of business in a manner that prejudices Seller’s priority; and (e) promptly notify Seller of any third-party claim, seizure, insolvency proceeding, or material adverse event relating to the Goods.

10.6 This security interest continues in the Goods and all proceeds of any sale, lease, processing, commingling, or other disposition of the Goods until all amounts owing to Seller have been paid in full.

10.7 Nothing in this Section 10 limits any other ownership, retention-of-title, unpaid seller, stoppage in transit, or reclamation rights that Seller may have at law or under these Terms.

11. Cancellation and Order Changes

11.1 Orders may not be cancelled, rescheduled, reduced, or otherwise modified by Buyer after acceptance by Seller without Seller’s prior written consent.

11.2 If Seller agrees to cancellation of a standard stock order, Buyer shall pay a restocking and handling fee equal to fifteen percent (15%) of the cancelled order value, plus reimbursement of all direct costs already incurred by Seller in relation to that order, including freight, special handling, packaging, processing, third-party services, and administrative costs reasonably attributable to the order.

11.3 Custom-cut, specially processed, specially sourced, non-stock, or made-to-order Goods are non-cancellable and non-returnable once production, processing, sourcing, or supplier commitment has commenced. If cancellation is requested before such work has commenced and Seller agrees in writing, Buyer shall pay a cancellation fee equal to Seller’s costs incurred to that point plus the fee described in Section 11.2.

11.4 No cancellation shall be accepted after Goods have been shipped. Orders cancelled after shipment remain payable in full.

12. Indemnification

12.1 Buyer shall indemnify, defend, and hold harmless Seller and its affiliates, officers, directors, employees, agents, representatives, successors, and assigns (collectively, the “Seller Indemnitees”) from and against any and all third-party claims, actions, losses, damages, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising out of or relating to:

• Buyer’s misuse, modification, improper processing, improper installation, mishandling, storage, resale, marketing, or use of the Goods;
• Buyer’s incorporation of the Goods into a finished product, assembly, tooling, or system, including any product liability claim brought by Buyer’s customers or end users;
• Buyer’s breach of these Terms, any Order Confirmation, or any applicable law; or
• any negligent, unlawful, or wrongful act or omission of Buyer or its personnel in connection with the Goods.

12.2 The indemnity in Section 12.1 shall not apply to the extent a final non-appealable decision of a court or arbitrator of competent jurisdiction determines that the claim was caused by the gross negligence, wilful misconduct, or fraud of a Seller Indemnitee.

12.3 Seller shall promptly notify Buyer of any claim for which indemnification is sought, provided that failure to give prompt notice shall not relieve Buyer of its obligations except to the extent Buyer is materially prejudiced thereby. Buyer shall have the right to assume control of the defence of such claim with counsel reasonably acceptable to Seller, provided that Seller shall have the right to participate at its own expense with counsel of its choice, and Buyer shall not settle any claim in a manner that imposes any admission, obligation, restriction, or liability on Seller without Seller’s prior written consent.

13. Confidentiality; AI Restriction

13.1 Buyer shall keep confidential all non-public technical, commercial, financial, operational, pricing, product, order, traceability, customer, and business information disclosed by Seller, whether in written, oral, visual, electronic, or other form, including drawings, quotations, certificates, reports, spreadsheets, emails, photographs, process information, and documents (collectively, “Confidential Information”). Buyer shall not disclose Confidential Information to any third party without Seller’s prior written consent, except to employees, professional advisers, or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein.

13.2 Confidential Information does not include information that Buyer can demonstrate by written record: (a) is or becomes publicly available through no fault of Buyer; (b) was lawfully known to Buyer prior to disclosure by Seller; (c) is independently developed by Buyer without use of Seller’s Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided Buyer gives prompt written notice to Seller before such disclosure, to the extent legally permitted, so that Seller may seek a protective order or other appropriate relief.

13.3 Buyer shall not permit any artificial intelligence system, machine learning model, large language model, automated data collection tool, web scraper, robotic process, or similar automated system to train on, index, scrape, ingest, store, analyze, process, generate outputs from, or otherwise use Seller’s Confidential Information, Seller’s documentation, pricing, technical data, drawings, photographs, digital materials, or communications, whether in physical or electronic form, except with Seller’s prior written consent expressly authorizing such use.

13.4 Buyer acknowledges that breach of this Section 13 would cause irreparable harm to Seller for which monetary damages would be an inadequate remedy. Buyer therefore agrees that Seller shall be entitled to seek injunctive relief, specific performance, and other equitable remedies, in addition to any other remedies available at law or under these Terms, without the requirement to post bond except to the extent required by mandatory law.

13.5 The confidentiality obligations in this Section 13 shall survive termination or expiry of any transaction for a period of three (3) years, and the restrictions concerning unauthorized AI training, indexing, scraping, or ingestion shall survive for so long as the applicable Confidential Information remains non-public.

14. Privacy Compliance

14.1 Seller collects, uses, discloses, and processes personal information in accordance with the Personal Information Protection and Electronic Documents Act (Canada) (PIPEDA) and applicable provincial privacy legislation.

14.2 Where applicable, Seller also complies with Quebec’s Act respecting the protection of personal information in the private sector, as amended from time to time (commonly referred to as “Law 25”).

14.3 Buyer represents and warrants that it has obtained all necessary consents, notices, authorizations, and other permissions required to provide personal information of its personnel, representatives, or agents to Seller in connection with the administration, performance, credit review, collection, delivery, and enforcement of these Terms.

15. Regulatory Compliance; Buyer’s Responsibility

15.1 Seller will use commercially reasonable efforts to ensure that the Goods conform to the specifications expressly set out in the applicable Order Confirmation. Unless expressly stated in writing, Seller makes no representation that the Goods comply with any particular CSA, ASTM, ISO, automotive, aerospace, medical, food, environmental, or other third-party or regulated standard, or that they are suitable for any specific regulated application.

15.2 Buyer is solely responsible for determining whether the Goods are appropriate for Buyer’s intended use, application, process, fabrication, machining, conversion, assembly, and regulatory environment, including compliance with all applicable federal, provincial, territorial, municipal, health, safety, environmental, industry-specific, and end-use requirements.

15.3 Buyer shall ensure that all persons handling, storing, processing, machining, transporting, or using the Goods are provided with appropriate safety information, including any applicable Safety Data Sheets (SDS), handling instructions, and workplace protocols.

16. Force Majeure

16.1 Neither party shall be liable for any delay or failure to perform its obligations to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, floods, fires, pandemics, epidemics, war, terrorism, civil unrest, government actions, border delays, sanctions, embargoes, tariff changes, port congestion or closures, carrier failures, labour shortages, strikes or labour disputes (other than those involving its own employees where non-performance is otherwise avoidable), supply chain disruptions, shortages of raw materials, energy shortages, equipment breakdown not caused by lack of reasonable maintenance, cyber incidents by third parties, or changes in applicable law or regulation (each, a “Force Majeure Event”).

16.2 The party claiming a Force Majeure Event must provide written notice to the other party within five (5) business days of the onset of the event, describing the nature of the Force Majeure Event, its anticipated duration, and the steps being taken to mitigate its effects.

16.3 If a Force Majeure Event affecting Seller’s performance continues for more than sixty (60) consecutive days, either party may terminate the affected Order Confirmation upon ten (10) days’ written notice without liability, except that: (a) Seller shall refund any prepaid amounts for Goods not yet delivered; and (b) Buyer shall take delivery of and pay for any Goods already produced, processed, cut, prepared, completed, or committed for the order at the pro-rated invoice price.

17. Anti-Corruption; Sanctions Compliance

17.1 Each party represents and warrants that it will comply with all applicable anti-bribery, anti-corruption, anti-money laundering, anti-terrorist financing, export control, and sanctions laws, including the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), and any applicable regulations administered by the Office of Foreign Assets Control (OFAC) or equivalent governmental authority.

17.2 Neither party shall make, offer, authorize, or promise any payment, gift, benefit, or thing of value to any government official or third party in connection with these Terms in a manner that would constitute a violation of applicable law.

18. Governing Law; CISG Exclusion

18.1 These Terms and all transactions governed hereby shall be construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles, except where mandatory local law applies and cannot lawfully be excluded.

18.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and shall not apply.

19. Limitation Period

19.1 Notwithstanding the Limitations Act, 2002 (Ontario), the parties agree that any claim, action, arbitration, proceeding, counterclaim, or other cause of action arising out of or relating to these Terms, any Order Confirmation, or any transaction governed hereby must be commenced within one (1) year from the date the claim was discovered or, in the exercise of reasonable diligence, ought to have been discovered.

19.2 The parties acknowledge and agree that this shortened limitation period is an express contractual modification of statutory limitation periods made by sophisticated commercial parties in a business agreement, to the fullest extent permitted by applicable law, and shall apply except to the extent a mandatory statutory limitation period cannot lawfully be varied.

20. Dispute Resolution

20.1 The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms through negotiations between senior representatives of the parties within thirty (30) days after written notice of the dispute.

20.2 If the dispute is not resolved through negotiation, it shall be finally resolved by binding arbitration administered by the ADR Institute of Canada under its National Arbitration Rules then in effect, before a single arbitrator, conducted in English, with the seat of arbitration in Toronto, Ontario, unless a different seat is required by mandatory applicable law or agreed by the parties in writing.

20.3 For Buyers whose principal place of business is in Quebec, or where required by mandatory applicable law, the arbitration may be seated in Montreal, Quebec, and any mandatory procedural protections that cannot lawfully be waived shall apply.

20.4 Notwithstanding the foregoing, either party may seek injunctive relief, interim relief, preservative relief, or other equitable relief from the courts of Ontario, or from any other court of competent jurisdiction where necessary to prevent irreparable harm or preserve rights pending arbitration.

20.5 Nothing in this Section 20 prevents Seller from commencing court proceedings for collection of overdue amounts, enforcement of security interests, or enforcement of arbitral awards or other judgments.

20.6 Buyer irrevocably attorns to the jurisdiction of the courts of Ontario for the purposes described in Sections 20.4 and 20.5, subject to any mandatory local law that cannot lawfully be excluded.

21. Assignment

21.1 Buyer may not assign, transfer, subcontract, or delegate any of its rights or obligations under these Terms without the prior written consent of Seller.

21.2 Seller may assign or transfer its rights and obligations under these Terms to any affiliate, successor, lender, or purchaser of all or substantially all of Seller’s business or the relevant assets, without Buyer’s consent, provided Seller gives written notice of such assignment where commercially reasonable.

22. Amendments to These Terms

22.1 Seller reserves the right to amend or update these Terms from time to time for future transactions.

22.2 If Seller makes a material change to these Terms, Seller shall provide at least thirty (30) days’ prior written notice of the material change by posting the updated Terms on Seller’s website, sending them by email, including them with quotations or Order Confirmations, or otherwise making them available to Buyer.

22.3 Any order placed after the effective date of updated Terms shall be governed by the updated Terms. No update to these Terms shall retroactively alter the terms of an Order Confirmation already accepted by Seller unless the parties expressly agree otherwise in writing.

23. Severability

23.1 If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it enforceable and, if incapable of such modification, severed, and the remainder of these Terms shall continue in full force and effect.

24. Waiver

24.1 No failure or delay by Seller in exercising any right, remedy, power, or privilege under these Terms shall operate as a waiver of that right, remedy, power, or privilege. A waiver of any breach shall not constitute a waiver of any subsequent breach of the same or any other provision.

25. Notices

25.1 All notices, demands, claims, requests, consents, approvals, and other communications under these Terms shall be in writing.

25.2 A notice shall be deemed validly given: (a) if delivered by hand, on the date of delivery; (b) if sent by nationally recognized courier, on the date shown as delivered by the courier; or (c) if sent by email, on the next business day following transmission, provided no delivery failure, bounce-back, or similar non-delivery message is received by the sender.

25.3 Notices to Seller shall be sent to sales@gleichaluminum.com, with a copy to any other address identified by Seller in the applicable Order Confirmation or otherwise notified in writing. Notices to Buyer shall be sent to the email address and physical address shown on the Order Confirmation or any updated address notified by Buyer in writing.

25.4 Either party may update its notice details by written notice given in accordance with this Section 25.

26. Survival

26.1 Without limiting any provision that by its nature is intended to survive, the following Sections shall survive termination, completion, cancellation, or expiry of any transaction: Section 3 (Payment Terms), Section 7 (Limited Warranty), Section 8 (Limitation of Liability; Cumulative Remedies), Section 9 (Storage Fees; Liquidated Damages), Section 10 (PPSA Security Interest; Retention of Title), Section 11 (Cancellation and Order Changes), Section 12 (Indemnification), Section 13 (Confidentiality; AI Restriction), Section 14 (Privacy Compliance), Section 18 (Governing Law; CISG Exclusion), Section 19 (Limitation Period), Section 20 (Dispute Resolution), Section 25 (Notices), this Section 26, and any other provision that by its nature is intended to survive.

27. Independent Contractor; No Agency

27.1 The parties are independent contractors. Nothing in these Terms creates or shall be deemed to create any partnership, joint venture, agency, employment, fiduciary, franchise, or other similar relationship between the parties. Neither party has authority to bind the other or incur obligations on the other’s behalf except as expressly agreed in writing.

28. Electronic Execution; Counterparts

28.1 These Terms, any Order Confirmation, and any amendment, acknowledgement, approval, or other document relating to the sale of Goods may be executed, accepted, formed, delivered, and stored electronically and in counterparts.

28.2 Electronic signatures, scanned signatures, signatures transmitted by PDF, and signatures or acceptances made through recognized electronic platforms, email, EDI, or similar systems shall have the same legal effect as original handwritten signatures to the fullest extent permitted by applicable law.

29. Record Retention

29.1 Buyer shall maintain, for a minimum period of three (3) years from the date of delivery or such longer period as may be required by applicable law, reasonable records relating to the Goods, including traceability records, heat or lot information, resale records, customer complaint records relating to the Goods, and records reasonably necessary to evaluate a claim or recall involving the Goods. Upon reasonable written request and subject to appropriate confidentiality protections, Buyer shall make such records available to Seller to the extent relevant to a claim, recall, regulatory inquiry, or dispute relating to the Goods.

30. Insurance

30.1 Buyer shall maintain commercially reasonable insurance coverage appropriate to its operations and use of the Goods, including commercial general liability insurance and such other coverage as is customary for Buyer’s business. Upon Seller’s reasonable written request in connection with a material claim or dispute, Buyer shall provide evidence of such insurance.

31. Headings; Interpretation

31.1 Headings and section titles are for convenience only and shall not affect the interpretation of these Terms.

31.2 Unless the context otherwise requires, references to the singular include the plural and vice versa, and references to “including” mean “including without limitation.”

32. Time of the Essence

32.1 Time shall be of the essence with respect to Buyer’s payment obligations, Buyer’s claim deadlines, Buyer’s notice obligations, and any other obligation of Buyer that is expressly stated to be time-sensitive under these Terms or the applicable Order Confirmation.

33. Quebec

33.1 Seller does not currently expect regular sales into Quebec. If any transaction is governed by the laws of the Province of Quebec, the mandatory provisions of the Civil Code of Quebec, the Consumer Protection Act (Quebec), and any other mandatory Quebec law shall apply and take precedence over these Terms to the extent of any conflict.

33.2 These Terms have been drafted in the English language at the express request of the parties. Les parties ont expressément exigé que les présentes conditions soient rédigées en anglais.

33.3 Nothing in these Terms shall be construed to limit any rights Buyer may have under mandatory Quebec law that cannot be waived by contract.

34. Acknowledgment

34.1 By placing an order with GLEICH Aluminum Canada Inc., Buyer confirms that it has read, understood, and agrees to be bound by these Terms and Conditions of Sale.

B.1 Purchase Orders and Acceptance

B.1.1 All purchases by Company are governed exclusively by the written purchase order issued by Company (“Purchase Order”). No binding commitment to purchase exists until Company issues a Purchase Order signed or transmitted by an authorized representative of Company.

B.1.2 Any quotation, proposal, or offer submitted by Supplier is an invitation to treat only and does not constitute a binding offer unless and until accepted by a Purchase Order.

B.1.3 Supplier shall acknowledge acceptance of a Purchase Order in writing within three (3) business days of receipt. Commencement of performance shall also constitute acceptance of the Purchase Order and these Terms and Conditions of Purchase.

B.1.4 These Terms and Conditions of Purchase apply to all Purchase Orders and supersede all prior oral or written communications relating to the subject matter of each Purchase Order. Any additional, different, or conflicting terms in Supplier’s acknowledgment, order confirmation, invoice, or any other document are expressly rejected and shall have no force or effect unless agreed in a written amendment signed by an authorized representative of Company.

B.1.5 Purchase Orders may not be modified, rescheduled, or cancelled by Supplier without Company’s prior written consent. Company may amend a Purchase Order at any time by written notice to Supplier; if the amendment materially affects cost or schedule, the parties shall negotiate a fair adjustment in good faith within five (5) business days.

B.2 Price and Payment

B.2.1 The price for Goods shall be as stated in the Purchase Order and is firm and not subject to increase without Company’s prior written consent, regardless of changes in Supplier’s costs, exchange rates, or raw material prices.

B.2.2 All prices are in Canadian dollars (CAD) unless otherwise stated in the Purchase Order. Where a Purchase Order states pricing in United States dollars (USD), payment shall be made in USD.

B.2.3 Company shall pay properly submitted and undisputed invoices within net thirty (30) calendar days of receipt of a complete and conforming invoice, unless otherwise stated in the Purchase Order. Invoices must reference the Purchase Order number, include itemized descriptions, quantities, unit prices, and applicable taxes, and be submitted to Company’s accounts payable department as directed in the Purchase Order or otherwise by Company in writing.

B.2.4 Company may withhold payment of any amount that is the subject of a bona fide dispute, provided Company provides Supplier with written notice of the disputed amount and the basis for the dispute within a reasonable time. The parties shall use reasonable efforts to resolve any payment dispute promptly.

B.2.5 Company may set off against any amounts owing to Supplier any amounts owed by Supplier to Company under any Purchase Order or otherwise.

B.2.6 Supplier shall not assign any right to payment under a Purchase Order without Company’s prior written consent.

B.3 Delivery

B.3.1 Supplier shall deliver Goods to the location, in the quantities, and on the dates specified in the Purchase Order. Time is of the essence with respect to delivery.

B.3.2 Unless otherwise stated in the Purchase Order, delivery shall be DDP Company’s named delivery point (Incoterms® 2020). Title and risk of loss pass to Company upon delivery to the named location.

B.3.3 Supplier shall notify Company promptly, and in any event within two (2) business days of becoming aware, of any anticipated delay in delivery, stating the cause and the revised anticipated delivery date. Such notice does not waive Company’s rights arising from late delivery, including the right to cancel the Purchase Order or claim damages.

B.3.4 Company reserves the right to refuse or return at Supplier’s sole cost and risk any Goods delivered early without Company’s prior consent, in excess of ordered quantities, or not conforming to the Purchase Order.

B.3.5 Supplier shall package and label all Goods appropriately to prevent damage during transport and storage, in accordance with any specifications stated in the Purchase Order or otherwise communicated by Company, and in compliance with all applicable transportation regulations.

B.3.6 Each shipment shall be accompanied by a packing slip identifying the Purchase Order number, part numbers, quantities, heat numbers or lot numbers where applicable, and any other documentation required by the Purchase Order or applicable law, including safety data sheets where required.

B.4 Inspection and Acceptance

B.4.1 Company shall have a commercially reasonable period after delivery to inspect Goods. Payment prior to inspection shall not constitute acceptance of the Goods.

B.4.2 Company may reject any Goods that do not conform to the Purchase Order, applicable specifications, or Supplier’s warranties set out in Section B.5. Rejection shall be communicated to Supplier in writing within ten (10) business days of discovery of the non-conformance, unless extended by written agreement.

B.4.3 In respect of rejected Goods, Company may elect, at its sole option: (a) require Supplier to replace or repair the non-conforming Goods within a reasonable time at no additional cost to Company; (b) accept the Goods at a price reduction to be agreed in writing; or (c) cancel the relevant Purchase Order and receive a prompt full refund of any amounts paid in respect of the rejected Goods.

B.4.4 Rejected Goods shall be held at Supplier’s risk and shall be returned to Supplier at Supplier’s cost and expense upon Supplier’s written instruction. Company shall have no obligation to store rejected Goods beyond a commercially reasonable period.

B.4.5 Acceptance of Goods shall not be deemed to waive any claim for latent defects not reasonably discoverable upon initial inspection. Company may bring a latent defect claim within a reasonable time after discovery, subject to the applicable limitation period.

B.5 Supplier Warranties

B.5.1 Supplier warrants that all Goods delivered pursuant to a Purchase Order: (a) conform to all specifications, descriptions, drawings, samples, and requirements set out in or referenced by the Purchase Order; (b) are of merchantable quality and fit for the purpose communicated to Supplier or for which they are ordinarily used; (c) are free from defects in design, materials, and workmanship; (d) are new and unused, unless otherwise expressly agreed in writing; (e) do not infringe or misappropriate any patent, copyright, trade secret, trade mark, or other intellectual property right of any third party; and (f) comply with all applicable laws, regulations, codes, and industry standards in effect at the time of delivery, including applicable health, safety, and environmental requirements.

B.5.2 These warranties are in addition to, and do not limit, any other warranties provided by Supplier, any statutory implied conditions or warranties, or any warranties arising from course of dealing or usage of trade. These warranties shall survive acceptance of the Goods and payment of the purchase price.

B.5.3 Supplier shall promptly notify Company in writing if Supplier becomes aware of any defect, non-conformance, hazard, or potential safety issue relating to any Goods previously delivered to Company.

B.6 Intellectual Property

B.6.1 All specifications, drawings, designs, tools, dies, moulds, patterns, data, software, and other materials or property furnished by Company to Supplier in connection with any Purchase Order (“Company Property”) remain the exclusive property of Company. Supplier shall use Company Property solely for the purpose of fulfilling Company’s Purchase Orders and shall not use, reproduce, disclose, or allow third-party access to Company Property for any other purpose.

B.6.2 Supplier shall clearly mark Company Property as the property of Company, store it separately from Supplier’s own property, maintain it in good condition, and return or destroy it promptly upon Company’s request or upon completion of the relevant Purchase Orders.

B.6.3 All custom designs, works, inventions, and other deliverables created specifically for Company pursuant to a Purchase Order shall vest in Company as a work made for hire upon creation. To the extent any such work does not qualify as a work made for hire under applicable law, Supplier hereby assigns all right, title, and interest in and to such work to Company, and shall execute any further documents reasonably requested by Company to give effect to this assignment.

B.6.4 Supplier grants Company a non-exclusive, royalty-free licence to use any background intellectual property of Supplier that is incorporated in or necessary to use the Goods or deliverables supplied under a Purchase Order, to the extent required for Company to enjoy the full benefit of those Goods or deliverables.

B.7 Confidentiality

B.7.1 Supplier shall keep confidential all non-public technical, commercial, financial, operational, and business information received from Company in connection with any Purchase Order, including specifications, pricing, order volumes, and business information (collectively, “Company Confidential Information”). Supplier shall not disclose Company Confidential Information to any third party without Company’s prior written consent, except to employees or contractors who have a need to know and are bound by equivalent confidentiality obligations.

B.7.2 Supplier shall use Company Confidential Information solely for the purpose of fulfilling its obligations under the applicable Purchase Order and for no other purpose.

B.7.3 The exclusions and survival provisions in Part A, Sections 13.2 and 13.5 apply mutatis mutandis to Company Confidential Information under this Section B.7.

B.7.4 Supplier shall not issue any press release, make any public statement, or use Company’s name or logo in any marketing or promotional material without Company’s prior written consent.

B.8 Supplier Compliance

B.8.1 Supplier shall comply with all applicable federal, provincial, territorial, and municipal laws and regulations, including those relating to employment standards, occupational health and safety, environmental protection, product safety, anti-bribery, anti-corruption, sanctions, and trade controls. Supplier shall maintain all permits, licences, and certifications required to perform its obligations under Purchase Orders.

B.8.2 Supplier shall provide Company, upon request, with accurate certificates of conformance, material test reports, safety data sheets, country of origin declarations, and any other documentation reasonably required by Company in connection with the Goods.

B.8.3 Supplier represents and warrants that the Goods do not contain conflict minerals sourced in a manner that would violate applicable law or Company’s responsible sourcing policies as communicated to Supplier in writing from time to time.

B.8.4 Supplier shall not subcontract or delegate performance of any material obligation under a Purchase Order without Company’s prior written consent. Supplier remains fully responsible for the performance of any permitted subcontractor.

B.8.5 Supplier shall comply with the anti-corruption and sanctions provisions of Part A, Section 17, which apply mutatis mutandis to Supplier’s obligations under these Terms and Conditions of Purchase.

B.9 Indemnification by Supplier

B.9.1 Supplier shall indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees, agents, customers, and end users (collectively, “Company Indemnitees”) from and against any and all claims, actions, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) any breach of these Terms and Conditions of Purchase or any Purchase Order by Supplier; (b) any defect in the Goods or negligence, wilful misconduct, or breach of applicable law by Supplier or its subcontractors; (c) any actual or alleged infringement of any intellectual property right by the Goods or any part thereof; or (d) any product liability claim arising from the Goods, to the extent caused by Supplier’s breach of its warranties or obligations.

B.9.2 The indemnity in Section B.9.1 shall not apply to the extent a final non-appealable decision of a court or arbitrator determines that the claim was caused solely by the gross negligence or wilful misconduct of a Company Indemnitee.

B.10 Limitation of Liability

B.10.1 Subject to Section B.10.2, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages arising under or in connection with a Purchase Order, including loss of profit, loss of revenue, or loss of production.

B.10.2 The limitation in Section B.10.1 shall not apply to: (a) Supplier’s breach of its confidentiality obligations under Section B.7; (b) Supplier’s breach of its intellectual property obligations under Section B.6; (c) Supplier’s indemnification obligations under Section B.9 with respect to third-party claims; or (d) damages arising from Supplier’s gross negligence or wilful misconduct.

B.10.3 Nothing in this Section B.10 limits Supplier’s liability for breach of its warranties under Section B.5 to the extent such liability cannot lawfully be limited under applicable law.

B.11 Force Majeure

B.11.1 The force majeure provisions of Part A, Section 16 apply mutatis mutandis to obligations under these Terms and Conditions of Purchase. Supplier must provide written notice to Company within two (2) business days of the onset of a Force Majeure Event. If a Force Majeure Event affecting Supplier’s performance continues for more than thirty (30) consecutive days, Company may cancel the affected Purchase Order without liability, and Supplier shall promptly refund any prepaid amounts for Goods not yet delivered.

B.12 Termination

B.12.1 Company may terminate any Purchase Order for convenience upon ten (10) days’ written notice to Supplier. Upon termination for convenience, Company’s sole obligation shall be to pay Supplier for Goods conforming to the Purchase Order that have been completed and delivered to Company as of the effective date of termination, at the Purchase Order price.

B.12.2 Company may terminate a Purchase Order immediately and without liability upon written notice if: (a) Supplier materially breaches these Terms and Conditions of Purchase or the Purchase Order and fails to cure the breach within ten (10) business days of written notice from Company; (b) Supplier becomes insolvent, makes an assignment for the benefit of creditors, or is subject to any bankruptcy, receivership, or similar proceeding; or (c) Supplier undergoes a change of control without Company’s prior written consent.

B.12.3 Termination of a Purchase Order shall not affect any rights or obligations that accrued prior to termination, and the following Sections shall survive termination: B.5 (Supplier Warranties), B.6 (Intellectual Property), B.7 (Confidentiality), B.9 (Indemnification by Supplier), B.10 (Limitation of Liability), and B.13 (Governing Law).

B.13 Governing Law

B.13.1 These Terms and Conditions of Purchase and all Purchase Orders governed hereby shall be construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

B.13.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and shall not apply to any Purchase Order.

B.13.3 Disputes arising under these Terms and Conditions of Purchase shall be resolved in accordance with the dispute resolution procedure in Part A, Section 20, which applies mutatis mutandis, with Company and Supplier each having the same rights as “Seller” and “Buyer” respectively for procedural purposes.

B.14 General

B.14.1 The following provisions of Part A apply mutatis mutandis to these Terms and Conditions of Purchase: Section 23 (Severability), Section 24 (Waiver), Section 25 (Notices), Section 27 (Independent Contractor; No Agency), Section 28 (Electronic Execution; Counterparts), Section 31 (Headings; Interpretation), and Section 32 (Time of the Essence).

B.14.2 In these Terms and Conditions of Purchase, “Company” means GLEICH Aluminum Canada Inc. acting in its capacity as purchaser of Goods or services, and “Supplier” means the party supplying Goods or services pursuant to a Purchase Order issued by Company.

B.14.3 These Terms and Conditions of Purchase constitute the entire agreement between Company and Supplier with respect to each purchase transaction and supersede all prior oral or written communications relating to the subject matter hereof.