For good and valuable consideration now paid by each party to the other, the receipt of which is hereby acknowledged, the parties agree that:

1.   PARTIES - xpedx Canada, Inc. will be referred to as “Seller,” and the entity purchasing as indicated on such entity’s most current credit application with Seller (or Seller’s invoice if no credit application has been completed) will be referred to as “Buyer.”

2.   ENTIRE AGREEMENT - These Terms and Conditions of Sale, together with the most current credit application completed by Buyer and Seller’s invoice (collectively, the “Agreement”) contain the entire agreement between Seller and Buyer and constitute the final, complete, and exclusive expression of the terms of this agreement. All prior or contemporaneous written or oral agreements or negotiations with respect to such terms as are included herein or are the subject matter hereof are merged herein. The Terms and Conditions of this Agreement shall govern all sales by Seller to Buyer and purchases by Buyer from Seller. By way of illustration and not limitation, Buyer’s purchase order shall be deemed to incorporate, without exception, all the terms and conditions hereof notwithstanding any purchase order form of Buyer containing additional or contrary terms or conditions, unless Buyer shall have expressly advised Seller to the contrary in a writing apart from the printed provisions of such purchase order form, and no acknowledgement by Seller of, or reference by Seller to, or performance by Seller under a purchase order of Buyer shall be deemed to be an acceptance by Seller of any such additional or contrary printed terms or conditions. To the extent that Buyer’s Purchase Order conflicts with, or alters, the Agreement, the Agreement shall govern. In the event of a written request by Buyer for additional or contrary terms or conditions, then such modifications may only be made in these Terms and Conditions of Sale by a written instrument, signed by one of Seller’s officers.

3.   PRICE ADJUSTMENTS - The prices stated on any sales invoice or purchase order do not include any sales, use, or other taxes unless so stated specifically. Such taxes will be added to invoice prices in those instances in which Seller is required to collect them from Buyer; provided, however, that if Seller does not collect any such taxes and is later asked by or required to pay such to any taxing authority, Buyer will make such payment to Seller or, if requested by Seller, directly to such taxing authority. At Seller’s option, prices may be adjusted to reflect Seller’s pricing in effect at time of shipment, including, but not limited to any increase in the costs of Seller resulting from provincial, federal or local legislation, any change in the rate charge or classification of any carrier, or manufacturer price increases. Prices are subject to change without notice.

4.   PAYMENT TITLE AND RISK; SHIPMENT - Unless otherwise specified by Seller, all prices are F.O.B. Seller’s warehouse or manufacturer’s mill from which shipment is made, and payment terms will be described on the invoice issued by Seller. Regardless of the manner of shipment, title to any products described on the invoice and risk of loss or damage thereto shall pass to Buyer upon tender to the carrier at Seller’s warehouse or manufacturer’s mill, except in those instances in which delivery is made by Seller’s vehicles. No deferment of shipment at Buyer’s request beyond the respective dates indicated on any accepted purchase order or invoice will be made except on terms that will indemnify Seller against all loss and additional expense, including, but not limited to demurrage, handling, storage and insurance charges.

5.   WARANTY - The manufacturer’s standard published warranty in effect at time of shipment shall apply. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES     OR CONDITIONS IN FAVOUR OF PURCHASER, WRITTEN, ORAL, OR IMPLIED, WHETHER OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE ON THE PRODUCTS, OR ON ANY PARTS OR LABOUR FURNISHED DURING THE SALE, DELIVERY OR SERVICING OF THE PRODUCTS.

6.   IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR AS THE RESULT OF, THE SALE, DELIVERY, SERVICING, INSTALLATION, USE OR LOSS OF USE OF THE PRODUCTS OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURRED WITHOUT SELLER’S WRITTEN CONSENT, EVEN THOUGH SELLER HAS BEEN NEGLIGENT. IN NO EVENT SHALL SELLER’S LIABILITY UNDER ANY CLAIM MADE BY BUYER EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCTS IN RESPECT OF WHICH DAMAGES ARE CLAIMED.

7.   CLAIMS: COMMENCEMENT OF ACTIONS - No claims for shortages will be allowed unless such shortages are reported to Seller within 10 days after delivery. No other claims against Seller will be allowed unless asserted in writing within 30 days after deliveryor, in the case of an alleged breach of warranty, within the warranty period, as set forth below.

Any lawsuit or other action based upon breach of this Agreement or upon any other claim arising out of this sale (other than an action by Seller for the purchase price) must be commenced within one year from the date of the tender of delivery by Seller or, in the case of a cause of action based upon an alleged breach of warranty, within one year from the date within the warranty period on which the defect is or should have been discovered by Buyer, provided Buyer notified Seller in writing of such alleged breach of warranty within the warranty period.

8.   CONTINGENCIES - Seller shall not be liable for any default or delay in performance if caused, directly or indirectly, by acts of God, war, force of arms, fire, the elements, labor disputes, picketing or other labor controversies, sabotage, civil commotion, accidents, any governmental action, prohibition or regulation delay in transportation facilities, shortage or breakdown of or inability to obtain or non-arrival of any labor, material or equipment used in the manufacture of the products covered hereby, failure of any party to perform any contract with Seller relative to the production of the products covered hereby, or from any other cause whatsoever beyond Seller’s control, whether or not such cause be similar or dissimilar to those enumerated. Seller shall promptly notify Buyer of the happening of any such contingency and of the contemplated effect thereof on the manufacture and delivery of the products.

9.   LOSS TO BUYER’S PROPERTY, PATENT, TRADEMARK, OR COPYRIGHT INFRINGEMENT, ETC. - Seller shall not be liable for, and shall have no duty to provide insurance against, any damage or loss to any goods or materials of Buyer which are used by Seller in connection with this order. Where any product is manufactured from patterns, plans, drawings, or specifications furnished by Buyer, Buyer shall indemnify and save harmless Seller, its affiliates, officers and directors from all loss, damage, and expenses arising out of any suit or claim against Seller for infringement of any patent, trademark, or copyright (and any settlement thereof) because of Seller’s manufacture of such product or because of the use or sale of such product by any person. At Seller’s option, upon receipt from Seller of written notice of any such suit or claim, Buyer shall appear in and assume the defense of the litigation and will obtain Seller’s consent prior to any settlement of such claim.

10.   SELLER’S SPECIFICATIONS TECHNICAL DATA, ETC. - Any specifications, drawings, plans, notes, instruction, engineering notices or technical data of Seller furnished to Buyer shall be deemed to be incorporated herein by reference the same as if fully set forth. Seller shall at all times retain title to all such documents and Buyer shall not disclose such to any party other than Seller or a party duly authorized by Seller. Upon Seller’s request, Buyer shall promptly return to Seller all such documents and copies thereof.

11.   BUYER’S OBLIGATIONOS: RIGHTS OF SELLER - If Seller shall at any time doubt Buyer’s financial responsibility, Seller may decline to make shipments hereunder except upon receipt of cash payment in advance or security or other proof of responsibility satisfactory to Seller. If Buyer fails in any way to fulfill these Terms and Conditions of Sale or any terms and conditions of any Seller-issued invoice, or this Agreement, Seller may defer further shipments until such default is corrected. Seller reserves the right to alter or suspend credit at any time. Remedies provided herein shall be in addition to, and not in lieu of, other remedies.

12.   CANCELLATIONS - After acceptance by Seller, orders shall not be subject to cancellation by Buyer except with Seller’s consent and upon terms that will indemnify Seller against all direct, indirect, incidental and consequential loss or damage.

13.   LIMITATION ON ASSIGNMENT - Buyer may not assign any of its rights or obligations hereunder without the prior written consent of Seller .

14.   EXPORT - Orders for products to be exported are subject to Seller’s ability to obtain export licenses and other necessary papers within a reasonable period. Buyer will furnish all Consular and Custom declarations and will accept and bear all responsibility for penalties resulting from errors or omissions thereon.

15.   COMPLIANCE WITH LAWS - The parties agree to comply with all applicable federal, provincial, and local laws and regulations.

16.   SEVERABILITY; NON-WAIVER - In the event that any word, phrase, clause, sentence or other provision hereof shall violate any applicable statute, ordinance or rule of law in any jurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision hereof. Seller’s waiver of any of these Terms and Conditions of Sale in any instance shall be limited to that instance and shall not imply that Seller will waive such Term or Condition on any future occasion.

17.   GOVERNING LAW - This document and the sale of any products hereunder shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario.

18.   CURRENCY - All charges and prices are quoted in Canadian dollars and do not include applicable taxes or shipping and handling charges unless otherwise expressly stated in the invoice or any purchase order signed by Seller.

19.   LANGUAGE - Buyer confirms it accepts this Agreement, as well as all other related documents, including notices, in English only, unless Buyer specifically requests French correspondence. Residents du Québec Seulement - Les parties aux présentes confirment leur volonté que la présente convention, de même que tous les documents s'y rattachant, y compris tout avis, soient rédigés en anglais seulement, à moins d'une demande expresse de l'une des parties à l'effet que les documents échangés soient rédigés en français.

20.   CASH DISCOUNT TERMS - Cash discounts will be allowed in the amount stated on Seller’s invoice if paid by the invoice due date.

21.   PAYMENT OF INVOICE - Buyer must return the remittance copy of its invoice with its payment and indicate its account number on all cheques. No cash discount is allowed on transportation charges or credit card payments, unless otherwise indicated in Seller’s invoice.

22.   RETRUN POLICY - No products may be returned without Seller’s approval. No direct mill shipment orders will be accepted for return. No products in Buyer’s possession for longer than twenty (20) days after the date of invoice will be accepted for return. The products must be in their original packages, cartons, or skids. All returns are subject to a restocking charge.

23.   SECURITY INTEREST - As security for the payment of all amounts and the performance of all obligations due Seller by Buyer, Buyer hereby grants Seller a security interest and/or hypothec, as applicable, in property, assets and undertaking including inventory, equipment or other goods supplied, provided or sold by Seller to Buyer from time to time and the proceeds thereof and authorizes Seller to file all documents (including applicable financing statements or other document) and enter into a hypothec as Seller may request as necessary to perfect such security interest.

24.   ORDER OF PRECEDENCE - In the event of any conflict between or among these Terms and Conditions of Sale, Buyer’s signed credit application, and/or Seller’s invoice, the order of precedence shall be (i) Seller’s invoice, (ii) Buyer’s signed credit application (as accepted by Seller), and (iii) these Terms and Conditions of Sale.

25.   TERMS AND CONDITIONS SUBJECT TO CHANGE - These Terms and Conditions of Sale may be amended by Seller at any time with or without notice. The most current version will be posted at www.xpedx.ca.

FURTHER ASSURANCES - Each party shall execute and deliver such further agreements and documents and provide such further assurances as may be reasonably required by the other party to give effect to this Agreement and, without limiting the generality of the foregoing, shall do or cause to be done all acts and things, execute and deliver or cause to be executed and delivered all agreements and documents and provide such assurances, undertakings and information as may be required from time to time by all regulatory or governmental bodies.