TERMS AND CONDITIONS OF SALE FOR IRRIGRO®-BRANDED PRODUCTS

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE.

This Agreement contains the terms and conditions that apply to your purchase from International Irrigation Systems, Inc. a Division of Regional Leasing Corporation Limited, a Canadian Limited Liability Corporation ("International Irrigation Systems”, “our” or “we”) that will be provided to you ("Customer") on orders for Irrigro® systems and/or other products. By agreeing to the terms and conditions of sale as stipulated by this document, the Customer agrees to be bound by and accepts these terms and conditions.

THESE TERMS AND CONDITIONS APPLY UNLESS THE CUSTOMER HAS SIGNED A SEPARATE PURCHASE AGREEMENT WITH INTERNATIONAL IRRIGATION SYSTEMS, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN.

These terms and conditions are subject to change without prior written notice at any time, in International Irrigation Systems’ sole discretion.

1. Other Documents: Other than as specifically provided in any separate formal purchase agreement between Customer and International Irrigation Systems, these terms and conditions may NOT be altered or amended by the use of any other document(s). Any attempt to alter or amend this document or to enter an order for product(s) or services and support that are subject to altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and International Irrigation Systems.

2. Governing Law: THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE DEEMED TO HAVE BEEN MADE IN THE PROVINCE OF ONTARIO AND SHALL BE CONSTRUED AND INTERPRETED ACCORDING TO THE LAWS OF THE PROVINCE OF ONTARIO AND THE APPLICABLE LAWS OF CANADA. THE PARTIES HEREBY AGREE TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE PROVINCE OF ONTARIO.

3. Payment Terms, Orders and Quotes: Terms of payment are within International Irrigation Systems’ sole discretion, and unless otherwise agreed to by International Irrigation Systems, payment must be received by International Irrigation Systems prior to International Irrigation Systems’ acceptance of an order. Payment for the products, services, and support may be made by credit card (for applicable countries), PayPal, wire transfer, or some other prearranged payment method. Orders are not binding upon International Irrigation Systems until accepted by International Irrigation Systems. Any quotations given by International Irrigation Systems will be valid for the period stated on the quotation.

4. Shipping Charges, Taxes: A unified charge for shipping and handling will be shown on the order confirmation. Unless Customer provides International Irrigation Systems with a valid and correct tax exemption certificate applicable to the product ship-to location prior to International Irrigation Systems’ acceptance of the order, the Customer is responsible for goods and services tax, sales and all other taxes associated with the order, however designated, except taxes on International Irrigation Systems’ net income.

5. Title and Risk of Loss: Title to products passes from International Irrigation Systems to Customer on shipment from International Irrigation Systems’ facility. Loss or damage that occurs during shipping is the responsibility of International Irrigation Systems ONLY if the customer was offered, and chose to purchase shipping insurance at the time of sale. Ship dates are estimates only. International Irrigation Systems is not liable for delays in shipment or failure to ship by the estimated ship date.

6. Warranties: THE LIMITED WARRANTIES APPLICABLE TO IRRIGRO®-BRANDED PRODUCTS ARE INCLUDED IN THE DOCUMENTATION PROVIDED WITH THE PRODUCTS AND CAN ALSO BE LOCATED ONLINE AT WWW.IRRIGRO.COM. INTERNATIONAL IRRIGATION SYSTEMS MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN INTERNATIONAL IRRIGATION SYSTEMS’ APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. ANY SUCH WARRANTIES SHALL BE EFFECTIVE, AND INTERNATIONAL IRRIGATION SYSTEMS SHALL BE OBLIGATED TO HONOUR ANY SUCH WARRANTIES, ONLY UPON INTERNATIONAL IRRIGATION SYSTEM’S RECEIPT OF PAYMENT IN FULL FOR THE PRODUCT TO BE WARRANTED.

INTERNATIONAL IRRIGATION SYSTEMS DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INTERNATIONAL IRRIGATION SYSTEMS’ RESPONSIBILITY FOR WARRANTY CLAIMS IS LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN INTERNATIONAL IRRIGATION SYSTEMS’ APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE SALE. INTERNATIONAL IRRIGATION SYSTEMS’ RESERVES THE RIGHT TO MODIFY ITS WARRANTY AT ANY TIME, IN ITS SOLE DISCRETION.

SOME DISTRICTS DO NOT PERMIT THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS IN CONSUMER TRANSACTIONS. THEREFORE THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.

7. Return Policies: Under International Irrigation Systems’ "Total Satisfaction Policy", end-user Customers who buy Irrigro®-branded products directly from International Irrigation Systems may return them to International Irrigation Systems up to 30 days after they receive them for a refund of the product purchase price if already paid. The customer must prepay return shipping charges, and the refund credit will not include any shipping and handling charges. The item will be subject to a fifteen percent (15%) restocking fee, unless otherwise prohibited by law. International Irrigation Systems’ "Total Satisfaction Policy" can be found online at www.irrigro.com or on request.

8. Exchanges: From time to time, International Irrigation Systems may, in its sole discretion, exchange products or portions of a product. Any exchanges will be made in accordance with International Irrigation Systems’ exchange policies in effect on the date of the exchange.

9. Products: International Irrigation Systems continually upgrades and revises its product offerings to provide International Irrigation Systems with new choices. International Irrigation Systems may revise and/or discontinue products at any time without prior notice to customers. International Irrigation Systems will ship products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet or catalogue are possible. The parts and assemblies used in building Irrigro®-branded products are selected from new and equivalent-to-new parts and assemblies in accordance with industry practices. The quoted International Irrigation Systems SKU numbers for Irrigro®-branded products are of the quantity specified by International Irrigation Systems and conform in all material respects with the International Irrigation Systems product specifications current on the date such products were shipped.

10. 3^rd Party Products: Any warranty and technical support provided on entirely 3^rd-party products purchased through International Irrigation Systems’ website are provided by the original manufacturer and not by International Irrigation Systems. These products may be returned only in accordance with the return policy in effect on the date of sale. The warranties and technical support may vary from product to product. Irrigro®-branded products purchased through International Irrigation Systems carry the same warranty terms as described in Section 6, Warranties, above. All unopened, non-defective products in resalable condition purchased through International Irrigation Systems’ website that are returned to International Irrigation Systems are subject to a fifteen percent (15%) restocking fee.

11. Limitation of Liability: INTERNATIONAL IRRIGATION SYSTEMS (INCLUDING INTERNATIONAL IRRIGATION SYSTEMS’ PARENTS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS) DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE, LOST OR DAMAGED. INTERNATIONAL IRRIGATION SYSTEMS WILL NOT HAVE ANY LIABILITY FOR ANY DAMAGES ARISING FROM THE USE OF THE PRODUCTS IN ANY HIGH RISK ACTIVITY, INCLUDING, BUT NOT LIMITED TO, THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, MEDICAL SYSTEMS, LIFE SUPPORT OR WEAPONS SYSTEMS. INTERNATIONAL IRRIGATION SYSTEMS WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS, OR OTHER INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN.

CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES, INTERNATIONAL IRRIGATION SYSTEMS IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF PRODUCTS AND/OR SERVICES UNDER THIS AGREEMENT.

THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM).

NEITHER INTERNATIONAL IRRIGATION SYSTEMS NOR CUSTOMER MAY INSTITUTE ANY ACTION IN ANY FORM ARISING OUT OF THIS AGREEMENT. SOME DISTRICTS DO NOT ALLOW THE EXCLUSION OF LIMITATION OF (i) INCIDENTAL OR CONSEQUENTIAL DAMAGES OR (ii) IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY.

12. Dispute Resolution:

A: Acknowledgments: Customer acknowledges that International Irrigation Systems possesses valuable confidential and proprietary information, including trademarks and business practices, which would be damaging to International Irrigation Systems if revealed in open court. The parties further acknowledge and agree that it is preferable to resolve all disputes between them confidentially, individually, and in an expeditious and inexpensive manner. The parties accordingly acknowledge and agree that private dispute resolution is preferable to court actions.

B. Good Faith Negotiation: Before commencing any arbitration in the manner set out in Subsection 12(c) below, the parties shall first attempt to resolve any dispute or differences between them by way of good faith negotiation. The good faith negotiation shall commence by each party communicating their position regarding the complaint, claim, dispute, or controversy to the other party, and how the parties should resolve the dispute. The parties shall then make good faith efforts to negotiate a resolution of the claim, dispute, or controversy. Neither party shall commence any arbitral proceedings unless and until the good faith negotiation fails.

C. Arbitration: ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS CAPABLE IN LAW OF BEING SUBMITTED TO BINDING ARBITRATION) AGAINST INTERNATIONAL IRRIGATION SYSTEMS, its agents, employees, officers, directors, successors, assigns or affiliates (collectively for purposes of this paragraph, "International Irrigation Systems") arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships between the parties, whether pre-existing, present or future, (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), International Irrigation Systems’ advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM ("NAF") under its Code of Procedure and any specific procedures for the resolution of small claims and/or consumer disputes then in effect (available via the Internet at http://www.arb-forum.com, or via telephone at 1-800-474-2371). The arbitration will be limited solely to the dispute or controversy between Customer and International Irrigation Systems. Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. Information may be obtained and claims may be filed with the NAF at P.O. Box 50191, Minneapolis, MN 55405, or by e-mail at [email protected], or by online filing at http://www.arb-forum.comExternal link.

D. Injunctive Relief and Provisional Relief in Aid of Arbitration: Notwithstanding the provisions in this Section 12 or anywhere else in this Agreement, International Irrigation Systems shall have the right to seek and obtain any provisional or interim relief from any court of competent jurisdiction to protect its trademark or property rights or to preserve the status quo pending good faith negotiation and/or arbitration.

13. Applicable Law, Not For Resale: Customer agrees to comply with all applicable laws and regulations of the various districts and of Canada. Customer agrees and represents that it is buying for its own internal use only, and not for resale. International Irrigation Systems has separate terms and conditions governing resale.

14. Exports: Customer acknowledges that the Products licensed or sold hereunder are subject to, and Customer agrees to comply with the export control laws and regulations of Canada and the United States.

15. Service and Support: International Irrigation Systems will provide general service and technical support to Customers in accordance with the then-current service and technical support policies and conditions in effect. For end-user Customers, International Irrigation Systems promises that its support people will attempt to handle any problem involving Irrigro®-branded products. However, International Irrigation Systems’ support people may not be able to understand or resolve every given problem. Service offerings may vary from product to product. International Irrigation Systems’ 3^rd-part products or services providers may, at their discretion, revise their general and optional service and support programs and the terms and conditions that govern them. The optional services and support programs and their terms and conditions in place at the time of purchase will apply to Customer's purchase. International Irrigation Systems has no obligation to provide service or support until International Irrigation Systems has received full payment for the product for which service or support is requested.

16. Headings: The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.

17. Force Majeure: International Irrigation Systems shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control..

18. Privacy Reminder: International Irrigation Systems respects your privacy. To review a copy of our privacy policy outlining our collection, use, and disclosure of your personal information, please click on the privacy link at the bottom of every Irrigro.com page, or call 1-877-IRRIGRO (1-877-477-4476).shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control.