The terms below shall have the following meanings:

A. “Agreement” shall mean the BW GLOBAL Proposal, quote, and/or sales and/or services agreement that BW GLOBAL signs and executes, including its preamble and any Schedules attached thereto or included therein.
B. “Change Order” shall mean a written document signed by each party and describing the proposed change in the Scope of Work and the corresponding changes, if any, to the Contract Price and/or Completion Schedule.
C. “Client” In the event the Client is not the person who will own the Material (as that term is defined below) to be provided under the Agreement, any reference to the Client shall also include the person who will be the real owner of such Material. Upon request of BW GLOBAL, the Client agrees to obtain the Owner’s signed acknowledgment of and intervention to this Agreement, indicating that the Owner has read and understands the terms of this Agreement and agrees to be bound by them as if it was the Client.
D. “Contract Price” shall have the meaning ascribed thereto in Section 2 below. .
E. “Delivery Point” shall mean the shipping address to which the Materials are sent as determined by the Parties in the Agreement.
F. “Force Majeure Event” shall have the meaning ascribed in Section 3 below.
G. “Including” The word “include” or “including”, when following a general term or statement, is not to be construed as limiting the term or statement to the specific items or matters stated or to similar items or matters, but rather as referring to all items or matters that could reasonably fall within the broadest possible scope of the term or statement.

H. “Initial Payment” shall have the meaning set forth in Section 2 below.

I. “Material” shall mean the materials, equipment, systems and other items supplied as part of the Scope of Work, excluding the Services.

J. “Non-disclosure Agreement” shall mean the non-disclosure agreement entered into among the Parties.

K. “Proposal” shall mean the Proposal submitted by BW GLOBAL to the Client, as it may have been amended from time to time.

L. “Sales Taxes” shall have the meaning ascribed in Section 2 below.

M. “Scope of Work” shall have the meaning ascribed thereto in Section 3 below.

N. “Services” shall mean the services to be provided as part of the Scope of Work.

A. “Taxes” Prices stated in the Agreement may NOT include all applicable taxes. (Please see the Pricing page of the Agreement for an explanation of items included in the Price.) Nonetheless, Client understands and agrees that Client is liable for and will pay BW GLOBAL any and all applicable taxes, duties, customs, tariffs and/or fees required by law on the sale of goods/services under this Agreement. Client also agrees to indemnify BW GLOBAL and hold BW GLOBAL harmless from any claim or liability for such taxes or fees, as well as any related interest, penalties or expenses.

B. “Pricing” Due to volatility in currencies, supplier markets and tariffs, the prices listed in this Agreement for materials and/or labour are VALID FOR FIFTEEN (15) CALENDAR DAYS. If you place your order more than 15 days after the date of this Agreement, please get updated pricing from BW GLOBAL. Furthermore, due to volatility in currency markets, tariffs and the price of raw materials, the contract price may be increased by BW GLOBAL until BW GLOBAL has received the initial payment and secured firm orders with its suppliers. Such increases will be limited to the costs incurred by BW GLOBAL as a result of the fluctuations. Client agrees to assume and pay the cost of such increases as invoiced to them by BW GLOBAL.

C. “Initial Payment” An initial payment of 50% of the total contract price (which includes the price of the Greenhouse Structure, Materials, Installation, Services, taxes, duties, customs, tariffs, fees, and any other items identified under "Pricing" in the Agreement) is required upon signing and execution of the Agreement.

D. “Scheduling Commitment” BW GLOBAL cannot determine production, delivery, and/or construction/builder scheduling until (1) the Agreement is signed and executed by Client and (2) BW GLOBAL receives the full initial payment.

E. “Balance of Structure Payments” With respect to the balance of the Structure and Material payments (which include Engineering, Shipping and Handling, and also the items such as special products like the Certified Fall Restraint and Greenhouse Dampers, if Client chooses these options), Client agrees to pay for these items in installments and upon receipt of BW GLOBAL’s invoices for the various Materials and parts of the Structure. BW GLOBAL will issue these invoices periodically when the various materials are ready to ship to site. Invoices must be paid whether the various items are shipping directly to Client or to BW GLOBAL first for inspection, modification or repackaging. BW GLOBAL must receive payment in full for the invoiced amount BEFORE it will release the shipment. Even if Client delays the shipment of any items for any reason, Client still must still pay the invoice upon receipt. If shipments are delayed by Client, Client agrees to pay BW GLOBAL the costs incurred by BW GLOBAL due to the delay in shipment, including (but not limited to) costs for shipment cancellation, storage, interest, handling, and/or repackaging. Client agrees to pay these costs upon receiving BW GLOBAL’s invoice for the same.

F. “Balance of Payments for Services” Where BW GLOBAL provides Services, including the option of additional Project Support Services, Client agrees to pay for the balance of these Services upon invoice. Where BW GLOBAL provides Installation work, BW GLOBAL will submit monthly progress invoices to Client for the actual work performed by BW GLOBAL and/or its subcontractors in the prior month. Client agrees to pay these invoices upon receipt of the same.

G. “Technical Support” BW GLOBAL can provide extra site visits upon request (these would be in addition to the support within BW GLOBAL's Scope, as specified in this Agreement, if any). Such extra on-site support will be billed as follows: Travel time is charged at $75/hr per person; on-site time is charged at $150/hr per person, except that the on-site winter rate is charged at a flat rate of $2,000/day per person (from November 1 to March 30); non-business hours are not charged. Other additional costs include transportation, hotels, and travel expenses plus a per diem of $50 per day for meals and incidentals, including taxes, and a 15% administration fee. Additional remote support beyond any initial allotment of hours is charged at $150/hr. Both such on-site and additional remote support will be invoiced on a monthly basis, payable upon receipt. All time is recorded in 15 minute increments.

H. “Ownership” All Materials supplied by BW GLOBAL under this Agreement remain the property of BW GLOBAL until the balance of this Agreement is paid in full.

I. “Shipping Manifest” BW GLOBAL will provide a Bill of Materials (“BOM”) for each shipment. Each BOM has a Client Acknowledgement Form (“BOM Form”) on the bottom. Client is responsible for providing BW GLOBAL with a signed BOM Form within 10 days of receiving the shipment. In the BOM Form, Client is responsible for specifically any and all items missing, incomplete or damaged in shipment. Failure to timely submit the BOM Form is deemed an acknowledgement that Client received all products and/or parts in satisfactory condition and good working order and constitutes a waiver of any claim that any Materials were missing, damaged or defective when they were received by Client.

J. “Interest” Interest on overdue accounts will accrue at the rate of 2% per month, (24% per annum) on any outstanding balance.

K. “Change Orders” Any and all changes in the work identified in this Agreement (the “Work”) must be recorded in a written Change Order which: (1) is signed by the parties; and (2) specifically describes the proposed change in the Work and the corresponding change, if any, to the Agreement price and/or time for completion of the Work. For the protection of all parties, BW GLOBAL will not accept any oral (not written) Change Orders, nor will BW GLOBAL proceed with any changes until BW GLOBAL receives an executed Change Order.

L. “Product Returns or Exchanges” Returns or exchanges for reason of damage, alleged manufacturing or design defects, or improper installation (when installation is performed by BW GLOBAL or its authorized agent) are subject to the below Warranty terms and may only be returned or exchanged as provided therein.

M. “Cancellation Costs” Once this Agreement is signed and executed, BW GLOBAL starts to work on the requirements immediately -- incurring administrative, production, design, and manufacturing costs and ordering parts, supplies and labour. For this reason, BW GLOBAL will NOT return any monies paid by Client after execution of the Agreement. Client is also responsible to pay BW GLOBAL for any manufacturing, administrative, supplier or other costs incurred by BW GLOBAL in performance of this Agreement up to the time that BW GLOBAL receives notice of Client's intent to cancel this Agreement.

N. “Work Stoppage Due to Non-Payment” If Client fails to timely pay BW GLOBAL within seven (7) days from the time when payment is due under this Agreement, BW GLOBAL may - upon seven (7) days of additional written notice to Client, and without prejudice to other available remedies - stop the work that BW GLOBAL or BW GLOBAL’s subcontractor is otherwise required to perform under this Agreement until BW GLOBAL receives payment in full of the amount due and owing. Such written notice shall be deemed received by Client on the date of mailing and/or emailing the written notice, whichever occurs first. The total contract price and time for completion shall be increased and/or changed as necessary to reflect the period during which the work was stopped under this provision and to include (without limit) the costs incurred by BW GLOBAL and its suppliers or subcontractors caused by or relating to the delay, cancellation of orders, requirement to reorder materials/labour/equipment, and demobilization and remobilization of resources. This right to stop work applies to any and all work or services provided by BW GLOBAL and/or BW GLOBAL’s subcontractors or suppliers, including (without limitation) systems programming work and operations and warranty work.

A. “Scope of Work” The "Scope of Work" is identified in this Agreement. The Agreement also includes a non-exhaustive list of items that are out of BW GLOBAL's Scope, including options and also items that are being provided by the Client, are not being provided by BW GLOBAL, are not mentioned in the Agreement, are excluded from the Scope, and/or are not covered by this Agreement. The addition of any such items to the Scope will require the approval of BW GLOBAL and the execution of a Change Order. Further, if any item used for calculating the Contract Price indicates that it remains to be determined (other than shipping costs, taxes, duties, customs, and fees), BW GLOBAL will submit a Change Order for this item and additional cost. The Client agrees to process this Change Order expeditiously and in good faith. Until the Client has processed and executed this Change Order, such item will be deemed not to be included in the Scope of Work.

B. “Completion Schedule” . BW GLOBAL endeavours to complete the provision of Materials and Services in its Scope in a timely manner and, where appliable, in accordance with any schedule that may be provided to the Client in writing as per the Agreement (the “Completion Schedule”). Any failure to pay the invoices upon their issuance may result in delays in the shipment of Material, provision of Services, and/or in the Completion Schedule. The Client acknowledges and agrees that any delay in the shipment or provision of Material included the Scope of Work resulting, in whole or in part, from the Client’s actions may cause all or part of the Completion Schedule to be delayed by a number of days greater than the shipment delay. Furthermore, where Client engages BW GLOBAL to provide construction services, Client must note that such Services are priced based on the assumption of normal working conditions.

C. “Project Delays” If weather or unforeseen and/or undisclosed conditions arise on site during construction that hinder the construction work, BW GLOBAL will issue a Change Order for any time delays and/or increased costs caused by this hindrance. Client agrees to pay the additional costs, if any, identified in the Change Order and caused by these conditions. Where such delays or costs are caused by the Client, then the Client is responsible for paying for (1) the construction crew’s food and lodging and (2) the labour costs of $500 per day for each on-site crew member during the period of delay.

D. “Right to Sub-contract” BW GLOBAL shall be entitled to subcontract all or part of the Scope of Work to any third party of its choosing. BW GLOBAL will remain liable for the performance of its subcontractors, except as it relates to the Warranty granted by its suppliers, as further explained in Section 4 below.

E. “Force Majeue” A “Force Majeure Event” is any event that: (i) is unforeseeable, irresistible, and beyond the reasonable control of a party, and is not due to the negligence or the fault of a party or its agents, employees, suppliers or subcontractors, which causes a delay in or interrupts or prevents the total or partial performance by such party of any or all of its obligations under this Agreement: and (ii) could not have been prevented by the exercise of reasonable diligence, skill and care of either party, including (but not limited to) acts of God (fire, earthquake, explosion, flood, tidal wave, drought), wars, invasions, mobilizations or requisitions by governments, embargos, contamination by hazardous or other materials, riots, strikes, lock-outs or other disorders, acts or threats of terrorism, pestilence, plague, epidemics or pandemics. If a Force Majeure Event occurs, the affected party will be excused from whatever performance is affected by the Force Majeure Event, but only to the extent so affected provided the affected party informs the other party of the existence of the Force Majeure Event as soon as practically possible. The suspension of the performance shall be of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event. When the affected party will be able to resume performance of its obligations under this Agreement, a Change Order shall be issued in accordance with this Agreement to account for the actual effect, if any, of the Force Majeure Event on the affected party’s performance of its obligations. In no event shall a Force Majeure Event excuse the payment of any sum of money.

F. “No Unilateral termination by client” Except as expressly provided herein, Client hereby waives any right it may have to unilaterally terminate this Agreement.

G. “Termination Costs” Client acknowledges that BW GLOBAL will incur administrative, production, design, manufacturing and other costs from the date of signature of the Agreement and will order parts, supplies and labour. Accordingly, Client shall not be entitled to any refund of the amounts paid to BW GLOBAL up to the termination of the Agreement. Upon termination of the Agreement, Client shall further pay to BW GLOBAL an amount corresponding to the difference between the costs and expenses incurred by BW GLOBAL prior to the termination of the Agreement and the amounts paid by Client to BW GLOBAL. Such amount will be invoiced by BW GLOBAL to Client.

H. “Permitting is the Responsibility of the Client” Client shall assume the sole responsibility for obtaining any permits, licences or other authorizations in connection with the building, erection, installation and operation of the Greenhouse, including (without limitation) any construction or environmental permit. BW GLOBAL is not responsible for obtaining any permit of any nature whatsoever for Client or relating to the Material or Services. However, BW GLOBAL will obtain the necessary permits and licences required to perform the Scope of Work, including any necessary construction or employment licences.

A. “Material Items Manufactured by BW GLOBAL” BW GLOBAL warrants the Structure and structural components manufactured by BW GLOBAL under this Agreement (“the Material Items”) against structural and material defects identified within TWELVE (12) MONTHS from the date of Substantial Completion. In the event of defects in Material Items, BW GLOBAL will provide replacement parts as needed and in a timely manner according to BW GLOBAL’s sole determination. Client is responsible for any and all other costs associated with the warranty work, including (but not limited to): inspection, removal and installation costs, labour costs, shipping and transport costs, insurance costs, tariffs and other importing costs, and any and all associated taxes, duties, and fees.

B. “Items Manufactured by Others” The Greenhouse Coverings (i.e., the polycarbonate) and other parts or systems that are manufactured by other suppliers are warrantied by their respective suppliers, not BW GLOBAL. Those supplier warranties alone govern the performance, warranty and potential replacement of those items. Those supplier warranties will be provided to Client by BW GLOBAL and/or the respective supplier. BW GLOBAL is NOT responsible NOR liable for these supplier warranties, for the terms, conditions, or responsibilities contained or provided therein, or for the supplier’s performance or failure to perform in accordance with the terms of these warranties, including (but not limited to) when a supplier becomes insolvent, dissolves, changes ownership, closes, or ceases or limits its operations and/or warranty terms for any reason, including a pandemic or other Force Majeure Event.

C. “Limited Warranty” This Warranty is LIMITED TO the lesser of (a) the price that the Client actually paid to BW GLOBAL for the defective Material Item(s), minus any associated taxes, costs or fees, or discounts and (b) the pro-rated value of the defective Material Item(s) assessed as of the date when Client provided BW GLOBAL with notice of its warranty claim, as per the terms herein provided. BW GLOBAL shall NOT be liable for or pay any additional or other amounts, nor is BW GLOBAL liable, in any event or case, to Client or to any third-party for any loss of use, revenue or profit, loss of data, diminution in value or goodwill, or for any replacement costs, injuries, or any other incidental, consequential, indirect, exemplary, special, aggravated or punitive damages whatsoever.

D. “EXCLUSIONS” This Warranty expressly and specifically EXCLUDES the following

i. Regular wear and tear.

ii. Abuse or damage from extreme weather event.

iii. Failures resulting from excessive loading.

iv. Negligence or lack of reasonable care by Client, Owner or other contractors in the installation, operations and maintenance of the Material Items. It is Client’s and/or Owner’s duty to exercise reasonable care in installing, maintaining, using and operating the Material Items. Reasonable care of a Structure may include mechanically and/or thermally removing snow (such as by heating the inside of the structure) so that snow accumulation does not exceed design criteria. Reasonable care also includes installation, maintenance, inspection and repair in accordance with the BW GLOBAL Assembly Manual and other applicable user manuals, instructions and/or guidelines provided by BW GLOBAL and/or others

v. Improper installation, operation, maintenance and/or repair by Client, Owner and/or other contractors, which includes (but is not limited to): (a) actions that do not comply with applicable provisions in the BW GLOBAL Assembly Manual or other applicable instructions and recommendations, or (b) is otherwise unauthorized or inconsistent with industry standards, including (but not limited to) improper anchoring of the structure

vi. Unauthorized modifications to the Structure or Material Items

vii. Any additional damage caused by the Client, Owner or another contractor’s neglect and/or failure to timely inspect, repair, maintain, report and/or mitigate any damage to the Material Items. It is the Client and/or Owner's duty to perform regular and thorough maintenance and repair and to keep accurate logs regarding the same should a warranty issue ever arise.

E. “Client Responsibilities” Client is responsible for the proper and timely notice and reporting of warranty issues to BW GLOBAL as follows:

i. Claims must be submitted to BW GLOBAL in writing and within 48 hours of first discovering the issue. Failure to timely notify BW GLOBAL of the claim will invalidate the claim.

ii. The written notice must include: a description of the issue, relevant dates, pictures (whenever possible), an account of prior maintenance and/or repair work to the Material Items at issue, relevant entries in a maintenance or incident log (whether electronic or otherwise), etc.

iii. Client agrees to support BW GLOBAL with diagnosing these issues, identifying possible solutions and defining their implementation. For the various Systems installed (if any), Client agrees that BW GLOBAL shall have access to any changes to the parameters of programming for automated systems controls and data outputs in order to assist with supplier’s warranty work and/or respond to any Client questions

F. “BW GLOBAL Responsibilities” BW GLOBAL, in its sole discretion, is responsible for assessing Client’s notice to determine whether there is, in fact, a "defect" in the Material Item(s) that is covered by this Warranty, and that the issue does not fall under an exclusion or is otherwise not covered by this Warranty. BW GLOBAL is also responsible (in its sole discretion) for choosing an appropriate replacement solution, including choosing and managing the implementation team and scheduling the work, if BW GLOBAL so chooses. Client is responsible for supporting this Site work (as needed) by providing for: removal of the defective item(s) and preparing such item(s) for shipping, shipping the item, providing site expertise, obtaining any required permitting, obtaining team security certification, providing access to Site, site and team safety, equipment or material unloading, receiving (verifying bill of lading) items, storage and safety of any replacement parts. If the site is a remote location (relative to BW GLOBAL’s head offices in Abbotsford, BC), Client agrees to assist BW GLOBAL in making minor repairs, including, but not limited to: replacing consumables (such as fans, roll-up elements like cranks, inflation pump items, door-related materials), fixing polyethylene and framing elements, making minor adjustments and replacements to Greenhouse parts, and in receiving repair materials from a shipping hub in the vicinity and as chosen by BW GLOBAL.

G. “SOLE AND EXCLUSIVE WARRANTY: DISCLAIMER” This Warranty is the SOLE and EXCLUSIVE warranty provided by BW GLOBAL. BW GLOBAL expressly and specifically DISCLAIMS EVERY FORM OF IMPLIED WARRANTY, including (but not limited to) an IMPLIED WARRANTY OR CONDITION OF MERCHANTIBILITY and each and any WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE..

H. “Assignment of Third Party Warranties” The Client acknowledges that the coverings and some systems are manufactured by third-party suppliers and that BW GLOBAL shall not be held liable for defects in such materials and/or systems, as explained above. Subject to any required consent or any restrictions of applicable law, BW GLOBAL hereby assigns to Client any and all warranties, guarantees or similar rights or obligations for any of the materials or systems and for the services provided by such suppliers in connection therewith. Such assignment shall be in addition to and without detracting from the warranty rights of the Client under this Section 4. The terms of the respective warranties of these suppliers, including yellowing and hail warranties, are available on the applicable supplier websites and may be provided to the Client by BW GLOBAL upon request. In consideration for this assignment and other similar rights, Client hereby releases, relinquishes, discharges, and waives any and all rights or claims which Client may have had, has now, or may have in the future against BW GLOBAL in respect of these materials, systems and related services.

A. “Governing Law and Forum” This Agreement shall be governed by the laws of the Province of British Columbia, regardless and without giving effect to the conflict of laws provisions therein, unless otherwise provided for in a specific provision in the Agreement. The Parties agree that any and all disputes arising out of, under or relating in any way to this Agreement and/or to BW GLOBAL’s work performed pursuant to this Agreement shall be brought within a Provincial or Federal Court of competent jurisdiction within the Province of British Columbia, Canada.

B. “Entire Agreement” This Agreement constitutes and contains the entire, complete and exclusive agreement between the Parties relating to the Greenhouse structure, Materials and/or Services covered by this Agreement. This Agreement and the Mutual Non-Disclosure Agreement between the parties, if any, supersede in all respects any and all prior, contemporaneous or later verbal or written agreements or understandings relating to the Agreement. No other agreements, covenants, representations or warranties, express or implied, verbal or written, have been made by the parties concerning the Agreement. Further, this Agreement shall be amended or modified ONLY by written instrument signed by both Parties and attached to this Agreement.

C. “Severability” To the extent that any article or part of this Agreement is deemed to be unenforceable or invalid, all other and remaining articles or portions of this Agreement shall remain in full force and effect.

D. “Notices” Any and all notices that are required to be given under this Agreement shall be given in writing, sent by courier or First-Class Mail, to the principle place of business of BW GLOBAL or Client, respectively, unless provided otherwise in this Agreement.

E. “Intellectual Property Rights” BW GLOBAL owns all intellectual property rights related to any information, items, designs, drawings, or materials that BW GLOBAL provides to Client (the “Intellectual Property”). The Client may not use the Intellectual Property except in accordance with these Terms. The Client shall take no interest, title or license in the Intellectual Property. Further, the Intellectual Property can only be used with respect to the Greenhouses and/or Systems subject to these Terms and cannot be used for subsequent or other projects, builds, applications or developments unless there is an express written contract signed by BW GLOBAL providing for such use. Accordingly, with respect to the Intellectual Property, Client shall not: (a) sell, lease, rent, license, sublicense or otherwise distribute the Intellectual Property to any person or entity; (b) reproduce, modify, copy, transmit, or create derivative work of all or any part of the Intellectual Property; (c) reverse engineer, decompile or disassemble the Intellectual Property or otherwise attempt to recreate all or any portion of the Intellectual Property; (d) remove copyright, trademark or patent notices from the Intellectual Property, if any; (e) use the Intellectual Property for any illegal purpose, or in violation of any local, national or international law; or (f) authorize any third party to do any of the foregoing. Furthermore, the Intellectual Property and the Greenhouse in which it is incorporated is NOT specially ordered or commissioned by the Client and are NOT works made for hire. BW GLOBAL exclusively retains all interest in the Intellectual Property, absent an express, written agreement that is signed by BW GLOBAL to the contrary. Should such an agreement exist, it shall be construed and interpreted in the narrowest possible terms, including with respect to the Intellectual Property at issue.