SCHEDULE A – TERMS AND CONDITIONS

1. Definitions. Capitalized terms not otherwise defined herein have the meaning set forth elsewhere in the Contract. In these Terms, the following meanings shall apply: (a) “Contract” means, collectively, the sales contract entered into between Real Tech and Customer to which this Schedule A is attached, these Terms, the Order and any attachments or schedules attached thereto; (b) “Customer” means the customer purchasing the Products and/or Services described in the Order; (c) “Products” means the products to be supplied by Real Tech to Customer as set out in the Order; (d) “Real Tech” means Real Tech Inc.; and (e) “Services” means the services to be provided by Real Tech to Customer as set out in the Order.
2. Acceptance. The Contract constitutes the full and complete agreement between the parties in relation to the purchase by Customer of the Products and/or Services from Real Tech. Shipment or delivery of the Products, or provision of the Services, by Real Tech shall be deemed to be acceptance by Customer of such Products and/or Services in their entirety. By accepting the Order, Customer agrees to be bound by and to comply with these Terms. Unless otherwise expressly agreed to by the parties, no terms and conditions of any offer, letter, contract, purchase order, invoice or other document submitted or issued by Customer in connection with the Contract shall amend, add to, vary or modify these Terms. No failure by Real Tech to object to any such terms or conditions shall be deemed to be a waiver of this provision.
3. Prices and Payment. Unless otherwise stated on the Order, Customer shall pay Real Tech the prices for the Products and/or Services set out in the Order within 30 days following the invoice date and any overdue amounts will be charged interest at 6% per month. Prices will be exclusive of applicable sales and value added taxes. If Customer is required by law to withhold taxes on amounts payable to Real Tech under the Contract, it will pay to Real Tech such additional amount as may be necessary in order that the net amount received by Real Tech after such withholdings will not be less than the amount Real Tech would have been entitled to receive in the absence of any such withholdings. Customer shall not be entitled to set off any amount owing from Real Tech to Customer against any amount due or owing to Real Tech. If Customer fails to make payment in accordance with the terms of the Contract, or fails to comply with any provision hereof, Real Tech may at its option (in addition to other remedies), cancel any unshipped portion of the Order or of any other Contract issued in Customer’ name. Customer shall remain liable for all unpaid accounts, and Customer shall be liable for all damages suffered by Real Tech resulting from Customer’s failure to fulfil its obligation under the Contract, plus all expenses and obligations incurred by Real Tech in the execution of the Contract up to the date of such cancellation. Customer further agrees that as a part of the consideration for the Contract, in the event Customer fails to make payment within the specified period of time for Products and/or Services furnished and Real Tech declares such account delinquent, Customer agrees to pay all collection costs and expenses which Real Tech may incur in collecting or attempting to collect its indebtedness from Customer, including legal fees on a solicitor-client basis.
4. Delivery.  Real Tech uses FedEx by default for most of its shipping. Customer may request alternative shipping methods or ship on Customer’s account. Customer is responsible for the cost of shipping, insurance, and any applicable duties and taxes. All shipments will be delivered FOB origin from Real Tech’s facility without insurance. Customer may request insurance for a shipment, in which case Real Tech will add the insurance cost to the invoice at the time of shipment. If not otherwise specified, the shipment is insured for $100 (the default provided by FedEx). Products will be deemed to be delivered upon the date the Products are released to the carrier (“Delivery Date”).
5. Returns. Returns shall only be allowed with Real Tech’s prior written consent. Any such returns may, in Real Tech’s sole discretion, be subject to a 20% restocking fee and Customer shall be responsible to pay for all transportation costs for any Products returned in accordance with this Section 5. Real Tech reserves its right to refuse return of a Product at any time and in its sole discretion. Requests to return Product must be submitted within 120 days of the date on the original Order and/or within 30 days of the Delivery Date, whichever is shorter.
6. Cancellation. Orders may only be cancelled upon written consent of both parties. Any such cancellations may, in Real Tech’s sole discretion, be subject to a 10% cancellation fee. Cancellations will only be considered by Real Tech for a specific Order if the Product has not yet been shipped from Real Tech’s facility.
7. Additional Services. Real Tech reserves the right to provide Customer with any additional services or support (other than the Services) that may be required in connection with Product installation, warranty repair, maintenance and/or training (collectively, “Additional Support”). Real Tech shall promptly advise Customer if it determines, acting reasonably, that such Additional Support is required and will work with Customer to schedule such Additional Support. Real Tech shall invoice Customer for any Additional Support upon completion of such services, on a time and materials basis, at Real Tech’s then-current rate. Any Additional Support will be provided pursuant to terms of Contract.
8. Title and Risk of Loss. Risk of loss or damage to the Products shall pass to Customer at the time the Products are loaded for transport at Real Tech’s premises. Real Tech shall retain all legal and beneficial title in the Products until Real Tech has received payment in full for such Products. Notwithstanding any other provision in these Terms, Real Tech and Customer agree that no title or ownership of the copyright, trademark, trade secret and other proprietary or intellectual property rights in the Products or any software code within the Products is transferred by virtue of these Terms notwithstanding the use of terms such as “purchase”, “sale” or the like within these Terms. Real Tech or its licensors retain all ownership rights and title to the proprietary and intellectual property rights in the Products, and any software code within the Products, and all modifications, enhancements and other works derivative of such software.
9. Warranty. Except as otherwise set out in the documentation provided with the Products, Real Tech warrants that for a period of two (2) years from the Delivery Date all Products will be free of defects in material and workmanship, under normal use and service conditions (“Warranty”). If, at Real Tech’s reasonable determination, after consultation with Customer, the Product is in breach of the foregoing Warranty, Real Tech will, at its sole discretion, either: (a) repair the defective Product; or (b) replace the defective Product. The foregoing shall be Customer’s sole and exclusive remedy for any defects or failures in Products, or for any breach of warranties by Real Tech, or if Customer is not satisfied with any Products for any reason. The Warranty will not apply to any Products that, in Real Tech’s determination, have been subjected to: misuse, damage, abuse, neglect or accident; alteration, improper installation, storage, handling, use, maintenance, application or removal; or, repair or modifications after delivery. Real Tech will determine in its reasonable judgment the adequacy of the claim. The Warranty is subject to the following exclusions and limitations: (x) claims must be filed within the applicable time period (i.e., two (2) years after the Delivery Date); (y) the Warranty does not cover any transportation costs for return of the Product; and (z) the Warranty does not cover any costs to transport any repaired or replacement Products back to Customer.
10. Disclaimer. EXCEPT AS SET FORTH HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS AND ANY OTHER ITEMS OR SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS”, AND REAL TECH EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. REAL TECH DOES NOT WARRANT THAT: (a) THE PRODUCTS AND/OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; (b) THE PRODUCTS WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED OR APPROVED BY REAL TECH WHICH CUSTOMER MAY SELECT FOR USE; (c) THE OPERATION OF THE PRODUCTS WILL BE ACCURATE, COMPLETE, RELIABLE, UNINTERRUPTED OR ERROR-FREE; (d) ALL ERRORS IN THE PRODUCTS WILL BE CORRECTED; OR (e) THE PRODUCTS WILL BE FREE FROM VIRUSES, WORMS, OR OTHER HARMFUL OR MALICIOUS COMPONENTS.
11. Indemnification. Customer will indemnify, defend and hold harmless Real Tech, its affiliates and its and their directors, officers, agents, employees or consultants (collectively, “Indemnitees”) from and against all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys’ fees (“Losses”) to which any such Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any third party to the extent such Losses arise out of Customer’s use of Products, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Indemnitee or breach by Real Tech of these Terms.
12. Limitation of Liability. To the fullest extent permitted by applicable law, in no event will Real Tech be liable for any special, incidental, indirect, consequential, or punitive damages or any damages for loss of profits, loss of data, business interruption, or loss of business information arising from or relating to the Contract. These limitations will apply regardless of the claim, and regardless of whether Real Tech had been advised of the possibility of such damages. If circumstances arise where Customer is entitled to recover damages relating to the Contract, the aggregate liability of Real Tech, if any, will in no event exceed the value of the fees paid to Real Tech under the Order.
13. Confidentiality. Neither Real Tech nor Customer shall, at any time, disclose to any unauthorized person, firm, or corporation any non-public information of the other party that it has acquired through the Contract, including information concerning the business or technology of the other party, such as its customer lists, price data, its purchasing volumes, its relations with its employees, its manner of operation, or its inventions, designs, plans or processes.
14. Relationship between the Parties. Real Tech and Customer are independent contractors. Nothing herein shall be construed so as to constitute Real Tech and Customer as principal and agent, employer and employee, partners or joint venturers, and neither party shall have any authority to obligate or bind the other party.
15. Assignment. Real Tech may assign the Contract without the consent of Customer at any time. The Contract may not be assigned, transferred or pledged by Customer without the prior written consent of Real Tech. The Contract shall enure to the benefit of and be binding upon each party and their respective heirs, executors, administrators, successors and permitted assigns.
16. Entire Agreement and Paramountcy. The Contract constitutes the entire agreement between the parties with respect to the purchase of the Products and/or the provision of the Services and supersedes, replaces and cancels any prior understandings, negotiations, discussions and agreements, whether oral or written, between the parties. In the event of any inconsistency or conflict between these Terms and the Order or any attachments or schedules attached thereto, these Terms shall govern. For clarity, no other terms and conditions shall apply to the Contract unless expressly agreed to in writing by Real Tech.
17. Amendment. The Contract may only be amended by written agreement signed by each party.
18. Governing Law. The Contract shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario. The United Nations Convention on Contracts for the International Sale of Goods (also called the Vienna Convention) will not be applicable to the Contract.
19. Force Majeure. Real Tech will not be liable to Customer or any third party for any failure or delay in its performance under the Contract due to any cause beyond its reasonable control that could not have been avoided by the exercise of reasonable foresight, including but not limited to acts of war, acts of God, epidemics, pandemics, public health emergencies, earthquakes, floods, fires, explosions, delays in transportation, unavailability of equipment or materials, breakdown, lock-outs, strikes or labor disputes, faulty castings or forgings, embargoes, riots, sabotage, terrorism, or governmental acts, provided that Real Tech gives Customer prompt notice of such cause and uses reasonable efforts to promptly correct such failure or delay in performance.
20. Further Assurances. Customer shall from time to time promptly execute and deliver all documents and take all further action reasonably necessary or appropriate to give effect to the provisions of the Contract.
21. Severability. If any provision of the Contract is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions shall, to the extent reasonably possible, continue in force and effect.
22. Waiver. No waiver of any provision of the Contract shall bind a party unless consented to in writing by that party. No waiver of any provision of the Contract shall be a waiver of any other provisions, nor shall any waiver be a continuing waiver, unless otherwise expressly provided in the waiver.