Standard Terms and Conditions of Sale

1. APPLICATION

1.1 In these Standard Terms and Conditions of Sale ("Terms and Conditions"), "NDI" means Northern Digital Inc., "Customer" means the legal entity purchasing the Product(s) from NDI, "Portal" means NDI's internet website portal through which Customer may purchase the Product(s), "Product(s)" means the NDI GaitCheck product and accessories being purchased by Customer from NDI under a purchase order from Customer accepted by NDI, whether through the Portal, by facsimile transmission or other means, and "Agreement" means these Terms and Conditions along with the respective order acknowledgment or confirmation from NDI. All Product(s) are furnished only on these Terms and Conditions.

1.2 These Terms and Conditions are deemed to be accepted by Customer when Customer's employee or other representative clicking on the acknowledgement that Customer has accepted these Terms and Conditions at the time of placing an order through the Portal.

1.3 Customer acknowledges and agrees that the employee or other representative placing the order through the Portal has the authority to legally bind Customer to the transaction in accordance with these Terms and Conditions.

2. QUOTATIONS/OFFERS

2.1 NDI's prices displayed in the Portal constitute solicitations for offers to purchase only.

2.2 A final and binding Agreement comes into force upon order confirmation by NDI.

3. PRICING

3.1 Prices set forth in NDI's Portal are EXW NDI's point of origin (INCOTERMS 2000). The point of origin shall be at the discretion of NDI. Insurance, freight, taxes, duties and other charges will be charged to Customer as additional costs.

4. DATE OF DELIVERY/PARTIAL DELIVERY

4.1 The Product(s) shall be delivered on a date to be confirmed by NDI. Any specific date of delivery agreed to by NDI is only an estimate based on conditions at the time of the Agreement. Notwithstanding the following provisions, NDI may postpone the specified date upon notice to Customer.

4.2 Customer's order shall not be cancelled by Customer, nor shall Customer cause the shipment of the Product(s) to be delayed, except with the written consent of NDI.

4.3 NDI shall not be liable for delays in performance (including but not limited to shipment or delivery) due to Act of God, strike, regulatory difficulties, or due to unforeseen circumstances or any event beyond NDI's control. The same applies if the delay occurs at NDI's suppliers or their sub-suppliers. In these cases, NDI shall be entitled to postpone performance and delivery for the duration of the obstruction and an additional appropriate time to resume performance and/or to make partial shipment. In case of permanent obstructions, NDI shall have the right to cancel the contract in part or in whole.

5. TERMS OF PAYMENT

5.1 Payment will be made at time of purchase only.

6. TRANSPORTATION AND RISK OF LOSS

6.1 NDI shall insure the Product(s) at Customer's expense, and shall choose appropriate means of transportation to Customer's site.

6.2 Risk of loss of the Product(s) shall pass from NDI to Customer at Customer's location.

7. WARRANTY

7.1 NDI warrants that the Product(s) will be free from defects in material and workmanship for a period of twelve (12) months from the date the Product(s) is/are shipped from NDI to Customer. This warranty applies only to Customer (being that legal entity which contracted directly with NDI for the supply of the Product(s)). The obligations of NDI shall be limited to repairing or replacing (at NDI's option) the Product(s) EXW (Incoterms 2000) NDI'S point of origin. Any original parts removed and/or replaced during repair shall become the property of NDI. Repair work shall be warranted on the same terms as stated herein except such warranty shall be for a period of sixty (60) days or for the remainder of the unexpired warranty period, whichever is longer. The obligations of NDI set forth in this warranty are conditional upon proper transportation, shipping, handling, storage, installation, use, maintenance, and compliance with any applicable recommendations of NDI Without limiting the foregoing, this warranty shall not apply to defects or damage resulting from: fire, misuse, abuse, accident, neglect, improper installation, lack of or improper care and/or maintenance, modification or repair not authorized by NDI, improper site preparation and maintenance, and any other cause beyond the control of NDI. NDI shall be given reasonable opportunity to investigate all claims and no Product(s) shall be returned to NDI without NDI first providing Customer with a return material authorization number and shipping instructions. All Product(s) returned to NDI shall be at the Customer's risk and expense and shall be properly packaged.

7.2 The foregoing warranty is the entire warranty of NDI. NDI neither assumes nor authorizes any person, purporting to act on its behalf, to modify or to change this warranty, or any other warranty or liability concerning the Product(s).

7.3 THIS LIMITED WARRANTY IS EXPRESSLY IN LIEU OF AND EXCLUDES ALL OTHER EXPRESS OR IMPLIED WARRANTIES.

8. LIMITATIONS OF LIABILITY

8.1 The total liability of NDI (including its suppliers and subcontractors, if any) for any and all claims arising out of, connected with, or resulting from the manufacture, sale, delivery, resale, repair, replacement or use of any of the Product(s), or otherwise arising in any way out of this Agreement, shall not exceed the price paid by Customer to NDI for the Product(s) which give rise to the claim.

8.2 NDI shall not be liable for any loss of use, revenue or anticipated profits, loss of stored or transmitted data or for incidental, unforeseen, special, punitive or consequential damages arising out of or in connection with this Agreement or the sale or use of NDI's Product(s).

8.3 In no event shall NDI's liability hereunder exceed the actual loss or damage sustained by Customer.

8.4 NDI makes no representation, warranty, or statement whatsoever as to the accuracy of the results of the Products, or that any results or diagnosis indicated by the Product(s) can be relied upon. False positive and false negative results can and do occur. A veterinarian should be consulted for a precise diagnosis.

8.5 In no event shall NDI be liable for any claims, losses, damages, judgments, costs, awards, expenses, or liabilities of any kind whatsoever arising directly or indirectly from any injury to person or property, arising from the Product(s) or any use thereof save and except where such a claim is found by a Court of competent jurisdiction to be directly attributable to the sole negligence of NDI.

8.6 The limitations and exclusions of liability contained in this Article 9, shall apply whether or not any such damages are construed as arising in contract or in tort.

8.7 NDI shall not be responsible for any damage and/or injury arising out the use of Product(s) in conjunction with third party products unless this use has been expressly authorized in writing by NDI.

8.8 Customer shall indemnify and hold NDI harmless from any claims outside of NDI's liability in accordance with this Agreement.

9. EXPORT CONTROL

9.1 NDI shall not be liable for:
(i) any delay in delivery; or
(ii) any inability to deliver;
due to export restrictions.

9.2 NDI reserves the right to cancel the Agreement in the event that fulfillment of the Agreement would impose upon NDI the risk of being in contravention of the export controls legislation of Canada, or any other country from which NDI is supplied, including, without limitation, the United States. NDI shall not be liable for any damages arising out of or in connection with such cancellation.

10. INTELLECTUAL PROPERTY

10.1 All rights to patents, trademarks, copyrights and any other intellectual property relating in any way to the Product(s) are and shall remain the property of NDI.

11. PROTECTION OF ENVIRONMENT

11.1 Upon end of use, Customer shall dispose of the Product(s) at its own cost in accordance with any applicable laws or regulations. NDI shall not be required to accept the return of any Product(s) for disposal.

12. APPLICABLE LAW/PARTIAL INVALIDITY

12.1 These terms and conditions as well as all contractual and other legal relationships between the parties relating to the Product(s) shall be governed by, subject to, and construed in accordance with the laws of the Province of Ontario and Canada, as applicable, and the parties irrevocably submit to the non-exclusive jurisdiction of the Courts of Ontario and Canada, as applicable.

12.2 Nothing in this Agreement shall prevent NDI from seeking injunctive relief or other legal remedy that it considers appropriate.

12.3 If any part of the terms and conditions is held void or unenforceable, such part will be treated as separable, leaving valid the remainder of these terms and conditions. The invalid clause will be replaced by the valid clause that generally comes closest to the intention of the invalid clause.

12.5 It is expressly agreed by the parties that the United Nations' Convention on the International Sale of Goods (CISG) does not apply to this agreement.

13. Notice

13.1 Any notice or other communication required or permitted to be given under this agreement may be sent by facsimile or e-mail transmission and shall be deemed to have been received one hour after it was sent or at the start of business on the first business day thereafter.

14. GOVERNING LANGUAGE

14.1 NDI and the Customer agree that in the event of any conflict or inconsistency between the English version of these Terms and Conditions and any translation hereof, the English version shall be the governing version.