TERMS AND CONDITIONS OF SALE ("SALES TERMS") —Terramera Inc.

December 14, 2018

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SCOPE OF APPLICATION.

The sales order, including all supplies and the services, shall be governed by theseTerms and Conditions. References made by the buyer (“Buyer”) to its general terms and conditions are hereby rejected. These Terms and Conditions shall also apply to all future business. Deviation from these Terms and Conditions requires the explicit written approval of Terramera Inc. (“Terramera”; and, together with Buyer, the “Parties”).

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OFFER AND ACCEPTANCE.

Terramera’s quotations are not binding offers. A contract is only formed when Terramera receives a signed sales order from Buyer, that subsequently Terramera accepts. Terramera reserves the right to accept or reject all sales orders.

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PRODUCT QUALITY; SPECIMENS AND SAMPLES; GUARANTEES.

Terramera’s products shall conform to product specifications; no other properties (e.g. quality; shelf life) are binding unless they have been agreed to in writing in advance by the Parties.

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ADVICE.

Any advice rendered by Terramera is given to the best of its knowledge. Any advice and information with respect to suitability and application of the goods shall not relieve Buyer from undertaking its own investigations and tests.

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PRICES.

If the date of contract is more than three months before the scheduled date of delivery, Terramera reserves the right to implement price increases or changes to its standard terms of payment. Terramera shall give Buyer at least 30 days’ notice of any price increases or other changes, and Buyer may amend or cancel its order with 14days’ of receiving the notice.

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DELIVERY.

Delivery shall be affected as agreed in the sales order. Delivery terms shall be interpreted in accordance with the INCOTERMS in force on the date the contract is formed.

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DAMAGE IN TRANSIT.

If Buyer engaged the carrier, Buyer shall file any claims arising out of damage in transit directly with the carrier per the contract of carriage. Buyer shall provide Terramera with a copy of any damage claims. If Terramera engaged the carrier, Terramera shall file the damage claim, with a copy to Buyer. The Parties shall provide each other with reasonable assistance with any damage claims to a carrier.

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COMPLIANCE WITH LAWS.

Unless specifically agreed otherwise, Buyer is responsible for compliance with all laws and regulations regarding import, transport, storage and use of the goods, starting when the product is delivered or made available for pick up.

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DELAY IN PAYMENT.

In the event of late payment, Terramera is entitled to charge 2% interest per month on outstanding amounts, or such maximum interest as is permitted by law, whichever is lower. Failure to pay within 14 days of notice of overdue amounts constitutes a contract event of default.

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DAMAGED & DEFECTIVE GOODS.

Terramera must be notified of any damages that can be discovered during routine inspection upon receipt of the goods. If goods are picked up by Buyer, damages should be noted then; if good are delivered by Terramera, Buyer should note damages on carrier’s waybill.

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If the goods are defective and Buyer has duly notified Terramera, Buyer has its statutory rights, provided that:

a) Terramera has the right to choose whether to remedy the defect or supply Buyer with non-defective replacement goods.

b) Terramera may make two attempts remedy the defect. Should these fail or cause unreasonable inconvenience to Buyer, Buyer may either withdraw from the contract or demand a reduction in the purchase price.

c) With regard to claims for compensation and reimbursement of expenses on a defect, Terramera shall approve these claims on a case-by-case basis in its sole discretion.

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Buyer’s claims for defective goods are subject to a period of limitation of 4weeks from receipt of the goods.

In the following cases, the legal periods of limitation apply instead: a) liability for willful misconduct, b) fraudulent concealment of a defect, c) claims against Terramera relating to the defectiveness of goods that when applied in the ordinary manner caused it to be defective, d) claims for damage to life, body and health caused by Terramera’s negligent breach of duty, or by willful or negligent breach of duty on the part of Terramera’s legal representative or vicarious agent, e) claims for other damage caused by Terramera’s grossly negligent breach of duty, or by willful or grossly negligent breach of duty on the part of Terramera’s legal representative or vicarious agent, and f) in the event of a Buyer’s recourse claim based on consumer goods purchasing regulations.

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PAYMENT.

Terms of payment and credit (as applicable) shall be as specified in the sales order.

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WARRANTIES.

Buyer represents that it is familiar with the composition, qualities, and uses of the product(s) and that Buyer is not relying on Terramera’s skill or judgment to select or furnish product suitable for any particular purpose.  Terramera warrants only that the materials sold hereunder shall be of Terramera’s standard quality and conforms to Terramera’s specifications.  Seller’s specifications are subject to change without notice. Buyer assumes all risk and liability whatsoever resulting from the possession, use or disposition of such materials, whether used singly or in combination with other substances.  THE WARRANTIES SET FORTH IN THIS PARAGRAPH ARE IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

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LIABILITY.

UNDER NO CIRCUMSTANCES SHALL TERRAMERA BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, BUSINESS INTERRUPTIONS, OR FAILURE OF SUPPLY) RESULTING FROM ANY BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT.  Liability of Terramera to Buyer, if any hereunder, for breach of contract, negligence or otherwise, shall in no event exceed in amount the purchase price of materials sold with respect to which any damages are claimed. BUYER’S REMEDY AND TERRAMERA’S LIABILITY SHALL BE LIMITED SOLELY TO REPLACEMENT OF THE PRODUCT AT THE ORIGINAL POINT OF DELIVERY OR REFUNDING THE PRICE OF ANY PRODUCT NOT MEETING THE SPECIFICATIONS, AT TERRAMERA’S OPTION. Terramera is not liable to Buyer in case of impossibility or delay in the performance due to regulatory or legal compliance obligations.

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FORCE MAJEURE.

To the extent any incident or circumstance beyond Terramera’s control (including, but not limited to, natural disasters, extreme weather, outbreaks of disease, war, strikes, lock-outs, shortages of raw materials or energy, obstruction of transportation, major breakdown of manufacturing equipment, fire, explosion, or acts of government) reduces the availability of goods such that Terramera cannot fulfill its obligations under the sales contract (taking into account on a pro rata basis other supply obligations), Terramera shall (i) be relieved from its obligations under the sales contract to the extent Terramera is prevented from performing such obligations and (ii) have no obligation to procure replacement goods from other sources. If the event of force majeure lasts for a period of more than two months, Terramera is entitled to cancel the sales contract without any further obligation to the Buyer.

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RETENTION OF TITLE.  

Title to and risk of loss on the product(s) hereunder shall pass to Buyer upon Buyer’s pickup of order either directly or by the Seller’s common carrier. If Seller provides delivery via its own transportation, title and risk of loss shall pass to Buyer upon unloading of material at the agreed delivery destination. In the event of late payment by Buyer, Terramera is entitled, without rescinding the sales agreement and without granting a period of grace, to demand the temporary surrender of the goods delivered by Terramera or picked up by Buyer at Buyer’s expense.

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COMMUNICATION.

Any notice or other communication shall be sent by registered mail to: a) Terramera at its head office listed below; b) Buyer at its address on the sales order. Notice shall be deemed received five business days after it is sent.

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Terramera, Inc.

1100-333 Seymour Street

Vancouver, BC V6B 5A6

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NO WAIVER.

Terramera’s or Buyer’s waiver of any breach or failure to enforce any of the terms or conditions of this sales contract shall not in any way affect, limit or waive such party’s right at any future time to enforce strict compliance with every term and condition hereof.

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NO IMPLIED RELATIONSHIP.

Nothing contained herein shall be deemed or construed by the Parties, or by any third party, to create the relationship of principal and agent, partnership, joint venture or any association whatsoever between the Buyer and the Seller.

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NO ASSIGNMENT.

This agreement is not assignable or transferable byBuyer, in whole or in part, except with the prior written consent of Terramera. Terramera reserves the right to sell, assign, or otherwise transfer its right to receive payment under this sales contract.

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GOVERNING LAW.

The sales contract, with these Terms and Conditions incorporated, shall be governed by the laws of British Columbia, Canada.

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