January 9, 2012

Lumenpulse’s Standard  Terms and Conditions of Sale (“Standard Terms”) terms shall govern  all sales transactions, and neither Customer’s purchase order nor any other writing from Customer shall be binding or have any force or effect on Lumenpulse. These Standard  Terms are effective for all sales of Lumenpulse  products  from and after the date indicated above. Customers who do not accept these Standard  Terms should not order or accept delivery of products from Lumenpulse. By ordering or taking delivery of Lumenpulse’s products,  Customer accepts  these Standard  Terms. These Standard  Terms may be amended from time-to-time by Lumenpulse and shall govern any additional Customer orders made after such amended  Standard  Terms are made public. These Standard  Terms, in conjunction with the applicable Lumenpulse  invoice, include all the terms, warranties,   and conditions  pertaining to each transaction between  Customer and Lumenpulse, and can in no way be altered, modified or changed except by a writing manually signed by a Lumenpulse officer  (Vice President or higher).

ORDERS; PRICING

All orders  must be accepted in writing by Lumenpulse.  Once accepted by Lumenpulse,  all orders are final and not subject to cancellation,  except that Lumenpulse may put on hold or cancel (or cancel any order on hold) any previously  accepted order  pending resolution  to Lumenpulse’s satisfaction  of any Customer credit  issue;  in the case  of such a hold, prices  are confirmed for ninety (90) days during such hold from the date the order was first accepted.

Prices do not include any taxes (including  without limitation  VAT, excise taxes, customs duties, or federal,  state or local sales taxes) or other government charges (collectively, “Taxes”). All such Taxes are the responsibility of Customer, and Lumenpulse may include any such Taxes in the same invoice  to Customer as the Lumenpulse products or in a separate invoice.  Payment by Lumenpulse of any such Tax does not relieve  the Customer  of payment responsibility,  and all such amounts  paid on Customer’s behalf shall be amounts owed from Customer to Lumenpulse on demand.

PAYMENT TERMS

Unless otherwise provided  elsewhere in these Standard  Terms or in a Lumenpulse invoice,  terms are net 30 from date of invoice. Lumenpulse will assess a 1½% monthly service charge (or such lesser amount as permitted by law) to all past  due accounts.  The Customer  will be liable for all legal fees incurred by Lumenpulse in the event that legal action is required to collect any amount owing under a past due account.

Payment terms are subject to review of Customer’s credit. Lumenpulse shall have the right, from time to time, as a condition to order acceptance or product shipment of an accepted order, to require assurance of payment satisfactory to Lumenpulse. Such assurance may take the form of an irrevocable letter of credit. All amounts owed and payments to Lumenpulse shall be without set-off, deduction,  or counterclaim.

Should Customer  be required by law to withhold amounts otherwise  due Lumenpulse,  then Customer’s payments to Lumenpulse shall be increased  to such an amount as is equal to the amount owed Lumenpulse not including  the withhold.

Customer hereby grants Lumenpulse a security interest in the Lumenpulse products sold to it until payment of the full purchase price, including, without limitation, any shipping costs and charges and Taxes is made to Lumenpulse. Customer agrees to execute any financing  statements or other documents as Lumenpulse requests to perfect or protect or maintain  Lumenpulse’s security interests.

SHIPMENT/DELIVERY/STORAGE

All shipment and delivery dates on Lumenpulse orders  are a best approximation of probable shipment and delivery dates and are not guaranteed.  Lumenpulse shall not be liable for costs, expenses or damages incurred by any party due to shipment or delivery after any estimated date.

For shipments within North America, Lumenpulse shall pay shipping  costs and charges (but not Taxes and  not demurrage)  for non-express  orders in  excess  of  C$7,500  provided Lumenpulse determines  routing  and surface  (non-air)  method of transportation.   In all other  cases, shipments  are freight prepaid and invoiced to Customer, either in the same invoice to Customer as accompanying the Lumenpulse products or in a separate invoice. Routing and mode of transportation will be determined by Lumenpulse unless otherwise  requested  by the Customer, in which case the Customer shall assume all shipping  costs and charges. All shipments within North America are Incoterms-2010 F.C.A. factory, and all shipments  outside of North  America are Incoterms-2010   Ex-Works  factory; in all cases, shipments may be tendered in several lots. Title passes when delivery is made to the possession of the carrier. The Customer  must inspect  the merchandise upon delivery and report any apparent error or defect to Lumenpulse within ten (10) days of said delivery; should the Customer fail to do so it shall be conclusively  presumed  that  the  products  were delivered in accordance with the purchase  order. Damage to or loss of any goods in transit must be noted on the carrier’s delivery freight bill. Lumenpulse will provide the Customer  with assistance  in order  for Customer  to file a  claim with the carrier; however, Customer may not withhold whole or partial payment pending carrier settlement.

To prevent damages  or changes  in the performance  characteristics of Lumenpulse  products, storage temperature must remain between  -40°C and +85°C (-40ºF and 185ºF).

COMPLIANCE WITH LAWS, INCLUDING EXPORT/IMPORT RESTRICTIONS

With respect to the purchase and, if applicable, resale, of Lumenpulse products, it is the responsibility  of Customer,  at its  sole cost and expense, to comply with all applicable laws and regulations of any government or other competent authority, including those regarding  export or import, and to maintain all necessary permits, licenses and consents. All shipments of Lumenpulse products are subject to applicable export and import laws, including without limitation  those of Canada and the United States.  Lumenpulse  shall have no liability  for  delayed delivery or non-delivery  resulting from denial, revocation,  suspension, or governmental delay in issuance of any necessary export license or authority.

LIMITED WARRANTY

Lumenpulse warrants  that, for five years from the date of shipment to Customer, each product will be free from any defects in materials and workmanship which cause the product to fail to operate in accordance with the products’ performance specifications as they exist at the time of shipment. Each product’s performance specifications are shipped with the product (if not shipped or lost, performance specifications can be found on Lumenpulse’s website  at  www.lumenpulse.com/support).

This  limited warranty is void if  the product is (i)  installed improperly or otherwise not  in accordance with the installation  instructions which are shipped with the product (if not shipped or lost, installation instructions can be found on Lumenpulse’s website  at  www.lumenpulse.com/support) or any applicable standards or codes, such as, without limitation,  those standards  of codes of the National Electrical Code, the Standards for Safety of Underwriters Laboratory, Inc., the Conformité  Européenne, or the Canadian Standards Association, (ii) altered or repaired other than as authorized in writing by Lumenpulse,  (iii) misused  or abused, whether intentionally  or not, including without limitation if the product is used at any time in an environment or operating  range, or subjected to electrical values, in excess  of those  specified in the product’s  performance specifications,  (iv)  damaged due to  Acts of God, (v) used in violation of any applicable standard or code for use, such as, without limitation, those standards  or codes of the  Standards  for Safety of Underwriters  Laboratory,  Inc.,  the  Conformité Européenne, or the Canadian Standards Association,  (vi) used other than as a stand-alone product (ie integrated into another lighting product) or (vii) damaged  in transit or handling.

Lumenpulse’s obligation under this limited warranty  is limited to, at Lumenpulse’s option, either the repair or replacement of the product or reimbursement of the purchase  price. If  the product has been discontinued or is no longer available, “replacement of the product”  shall mean a comparable product   as  determined by  Lumenpulse.   LUMENPULSE’S   OBLIGATIONS UNDER   THIS   LIMITED WARRANTY DO NOT INCLUDE ANY  OTHER COSTS OR EXPENSES,  SUCH AS, WITHOUT LIMITATION,  ANY  COSTS  OR EXPENSES  OF  REMOVAL  OR REINSTALLATION  WHATEVER  THE CAUSE OR HOWEVER  INCURRED OR IMPOSED  (FOR  EXAMPLE  AND  WITHOUT  LIMITATION, LABOR COSTS  OR  EXPENSES,  ADMINISTRATIVE  COSTS, OR REQUIREMENTS  OF LAW  OR ANY GOVERNMENTAL AGENCY OR BODY).

In  order to take advantage of this  limited warranty, the Customer   must return  the allegedly defective product  to Lumenpulse  in accordance with the “Return”  policy set  forth below within the specified warranty time period.

This limited warranty  extends only to the Customer placing the order with Lumenpulse.  In the event Customer is authorized by Lumenpulse to resell products to end users (such purchasing  end users are referred to herein as “End Users”), the limited warranty in these Standard  Terms shall apply to all such sales as coming from Customer, and Customer shall handle all returns directly with such End User; provided, however, that Lumenpulse (not Customer) shall determine if (i) the Product breached  the terms of its  limited warranty and (ii) whether  Lumenpulse’s obligation under such limited warranty shall be either the repair or replacement of the product or reimbursement of the purchase price; if Lumenpulse so determines  that the purchase price will be reimbursed, then the Customer  shall reimburse to the End User the full purchase price paid to Customer by the End User.

THIRD PARTY WARRANTIES

WITH RESPECT  TO NON-LUMENPULSE  PRODUCTS  SOLD  BY LUMENPULSE,  LUMENPULSE DISCLAIMS ANY  AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION  ANY WARRANTY  OF  NON-INFRINGEMENT,  FITNESS FOR  A PARTICULAR  PURPOSE OR MERCHANTABILITY. To the extent allowed, however, and if requested by Customer, Lumenpulse will make available to Customer the warranties  such third party  makes available to purchasers of its products.

EXCLUSION OF WARRANTIES

THE REMEDY SET FORTH ABOVE IN “LIMITED WARRANTY” SHALL CONSTITUTE CUSTOMER’S  SOLE AND EXCLUSIVE REMEDY  FOR  ANY  ACTUAL OR ALLEGED DEFECT  OF ANY PRODUCT.   THE LIMITED WARRANTY  SET FORTH  IN “LIMITED  WARRANTY”  IS IN LIEU OF, AND LUMENPULSE     EXPRESSLY  DISCLAIMS AND   CUSTOMER EXPRESSLY    WAIVES,  ALL   OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND WHATSOEVER WITH RESPECT  TO PRODUCTS WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING BY COURSE  OF DEALING OR PERFORMANCE,  CUSTOM, USAGE  IN  THE   TRADE  OR OTHERWISE,  INCLUDING WITHOUT LIMITATION  ANY WARRANTY  OF  NON-INFRINGEMENT,  FITNESS FOR  A PARTICULAR  PURPOSE OR MERCHANTABILITY. NO  ORAL OR WRITTEN STATEMENT  OR REPRESENTATION  BY LUMENPULSE,  ITS  AGENTS  OR EMPLOYEES SHALL  CONSTITUTE  OR CREATE  A WARRANTY OR EXPAND THE SCOPE OF ANY WARRANTY HEREUNDER.

LIMITATION OF LIABILITY

TO THE  EXTENT  PERMITTED BY APPLICABLE  LAW,  UNDER  NO  CIRCUMSTANCES  SHALL LUMENPULSE   BE  LIABLE TO CUSTOMER  FOR ANY  (I) SPECIAL,   INCIDENTAL, CONSEQUENTIAL, INDIRECT   OR EXEMPLARY   DAMAGES (EVEN IF  LUMENPULSE    HAS BEEN ADVISED  OF  THE POSSIBILITY   OF  SUCH DAMAGES),  ARISING FROM PERFORMANCE  OR FAILURE   OF PERFORMANCE  OF ANY PRODUCT  OR PROVISION  OF  THESE STANDARD  TERMS  (INCLUDING SUCH DAMAGES INCURRED  BY  THIRD  PARTIES),  SUCH AS, BUT  NOT  LIMITED  TO, LOSS  OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS  OR (II) AMOUNT WHICH EXCEEDS THE PURCHASE   PRICE OF THE  PRODUCT TO WHICH SUCH LIABILITY RELATES.  CUSTOMER ACKNOWLEDGES  THAT THIS  LIMITATION   OF LIABILITY   IS   A  MATERIAL  FACTOR  IN  THE DETERMINATION OF PRODUCT PURCHASE PRICE AND THAT ACCEPTANCE OF THIS LIMITATION OF LIABILITY BY IT IS A FAIR ALLOCATION OF RISK.

RETURNS

End Users  (those  purchasing   product  directly  from Customers  of Lumenpulse,  and not from Lumenpulse) should  direct all inquiries for returns to the Customer from whom the End User purchased product, and not Lumenpulse.

Customers wishing to return a Product must first contact  Lumenpulse directly and obtain a Return
Goods Authorization  (“RGA”)  number. Customers  may contact Lumenpulse  Monday through  Friday
9:00  a.m. to  5:00  p.m. by speaking  to  their  Inside Sales  Representative  at 514-937-3003  and stating the reason for the requested return.

If  the  reason for return  is due to an alleged breach of the terms  of the product’s  limited warranty, Lumenpulse shall send a RGA form to be completed and included with the returned product. If the  reason  for return  is due to other than an alleged breach of the  terms of the product’s  limited warranty,  Lumenpulse may or may not issue a RGA, at Lumenpulse’s sole discretion; in such a case, Lumenpulse will not consider a return (i) beyond 90 days from original invoice date, or (ii) for products that are not in resalable condition (including, for example and without limitation,  because the products were used in a manner or otherwise subjected to conditions that would otherwise void the limited warranty).  In any case, if a Product is returned to Lumenpulse without  a valid RGA number, delivery shall be refused and Customer shall be liable for all return shipping  costs and charges, including, as applicable, all Taxes.

If a RGA number is issued, it is valid for only thirty days. Products not returned to Lumenpulse within such timeframe  shall not be eligible for any return, regardless of reason, and delivery  shall be refused.  If a RGA number is issued, Customer shall be responsible for all shipment costs and charges to Lumenpulse, including,  as applicable, all Taxes.  When returning a product to Lumenpulse, do not write on product box (including, without limitation, writing the RGA number or product description); doing so will result in a charge to cover any required replacements.

Whatever the reason a RGA  number is issued, Customer shall bear sole risk for any product loss or damage while in transit.

Under no circumstance  with  Lumenpulse accept  delivery of a product  without  a valid RGA
number.
RETURNS DUE TO ALLEGED PRODUCT DEFECT

If, upon inspection, Lumenpulse determines that a product  has breached  the terms of its limited warranty, Lumenpulse shall  reimburse  Customer  for  Customer’s  shipment  costs and charges and all Taxes in returning the Product to Lumenpulse, but only up to the amount of standard  UPS non-expedited surface charges from Customer’s destination to Montreal.  If Lumenpulse determines that it shall repair or replace a product that has breached  the terms of its limited  warranty,  shipping  terms and procedures for such repaired or replaced product  shall be as above stated in “Shipment/Delivery”, except that Lumenpulse, so long as it determines routing and mode of transportation, shall be responsible for all shipping  costs and charges and all Taxes.

If, upon inspection, Lumenpulse  determines that a product has not breached the terms  of its limited warranty, Lumenpulse  shall return the  product to  Customer  at  Customer’s  expense, and otherwise according to the terms and procedures  as above stated in “Shipment/Delivery”,  provided that Customer prepays the shipping  costs and charges and Taxes and pays Lumenpulse an additional testing charge of 15%  of the product  price; if Customer does  not pay such  costs and charges and Taxes within  90  days  of invoice, Lumenpulse  shall be under no obligation  to  return the products  to Customer, which shall become the property of Lumenpulse.   If the product is delivered  to Lumenpulse with missing or damaged parts or components, additional charges will result to  cover any required replacements.

RETURNS NOT DUE TO ALLEGED PRODUCT DEFECT

If, upon inspection, Lumenpulse  determines in its  sole discretion that a returned product  is in resalable condition (for purposes of clarity and without limitation, a product will not be in resalable condition if used in a manner or otherwise subjected to conditions that would otherwise void the limited warranty) then Lumenpulse shall replace  the product for a comparable product at Customer’s expense, and otherwise according to the terms  and procedures  as above stated  in “Shipment/Delivery”, provided that Customer prepays  the shipping  costs  and charges  and Taxes and pays Lumenpulse  a restocking fee of 50% of the product  price; if Customer does  not pay such  costs and charges and Taxes  and fees within 90  days  of invoice, Lumenpulse  shall be under no obligation to return  the products  to Customer, which shall become the property of Lumenpulse.  If the product  is  delivered to Lumenpulse with missing or damaged parts or components, additional charges will result to cover any required replacements.

RESALES

If Customer  is  authorized  by LUMENPULSE  to resell Products  to End Users,  the  terms of sale shall be these  Standard Terms,  and, unless  otherwise   provided for in these  Standard   Terms,  all references  to LUMENPULSE  shall instead be references to  Customer and all references  to Customer shall instead  be references to such End User.   Even if authorized by Lumenpulse to resell products to End Users, Customer may not (i) resell any product via the internet, (ii) resell products for integration into a third party’s lighting products, or (iii) remove or modify any Lumenpulse patent notices or trademarks from a product,  its packaging, or its supporting materials.

INDEMNIFICATION

Customer will at all times  defend, indemnify and hold harmless  Lumenpulse  and its  officers, directors,  shareholders,  employees,  accountants,  attorneys, agents, affiliates,  successors and assigns from and against any and all damages, injuries (including death), liabilities, costs  and expenses, including reasonable legal fees and expenses arising out of or related to third party claims, actions or demands arising  out of or related to any (i)  breach of any provision in these  Standard Terms  by Customer  or End User or (ii) improper or negligent  installation  or use, or unauthorized  repair, or integration into another lighting product, of a Product by Customer or End User (or its agents). Customer shall not settle, compromise,  or consent to the entry of any judgment with respect to any pending or threatened claim without  Lumenpulse’s consent  unless the settlement, compromise  or consent provides for and includes  an express,  unconditional release of all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, against Lumenpulse.

APPLICABLE LAW

These Standard  Terms shall govern  all sales by Lumenpulse; the law applicable to sales under these Standard   Terms shall be the laws in force in the Province  of Quebec, and any proceedings concerning  the Standard  Terms and/or  to the relations between  the parties shall be brought before the courts of competent jurisdiction in the judicial district of Montreal. The United  Nations Convention on Contracts for the International Sale of Goods is hereby excluded and shall not apply. These Standard Terms  have been drawn up in the English  language at the express wish of the parties.  La  présente entente a été rédigée en anglais selon la volonté expresse des parties.

MISCELLANEOUS

If  any of  the  provisions of  these Standard Terms  are deemed by  a  court  of  competent jurisdiction  to be invalid or unenforceable  in any respect,  then,  to the fullest  extent  permitted by applicable law, (a) all other provisions  hereof such remain in full force and effect and (b) Lumenpulse and Customer agree to use their best efforts to negotiate a provision, in replacement of the provision held invalid or unenforceable,  that is consistent with applicable law and accomplishes, as nearly as possible,  the original intention of the Standard  Terms. The waiver by Lumenpulse or Customer of a breach or a default of any provision of these Standard  Terms by the other party shall not be construed as a waiver of any succeeding breach of the same  or any other provision,  nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party. Waivers must be acknowledged in a manually signed writing. Nothing herein shall be construed to create a partnership, joint venture or agency  relationship  between  Lumenpulse and Customer.