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TERMS AND CONDITIONS

These terms and conditions shall be incorporated into and form a part of the attached Purchase Order:

  1. INTERPRETATIONS AND DEFINITIONS

“Canadian Solar” shall mean Canadian Solar Solutions Inc. or the affiliate of such company indicated on the cover page of this Purchase Order, as applicable.

“Contract Price” shall mean the price indicated on the cover page to this Purchase Order.

“Industry Standards” shall mean the standard of care, skill and diligence that would normally be provided by a skilled and experienced prudent Vendor in similar circumstances for similar work.

  1. TERMINATION

Unless otherwise set forth on the cover page of this Purchase order, this Purchase Order shall terminate upon the earlier of: (i) the completion of all obligations of the parties or (ii) the occurrence of a material default by the Vendor, which shall include the voluntary or involuntary insolvency or receivership of the Vendor or any material misrepresentation or violation of its obligations. In the event of a material default, the Vendor shall be liable to Canadian Solar for any and all costs, fines, penalties, expenses, losses and damages, and Canadian Solar shall be entitled to deduct its damages and costs from any payment to which Vendor may be entitled.

  1. Contract Price

The Contract Price shall be paid to the Vendor within 60 days of the final completion of the work, unless otherwise agreed upon in the Purchase Order.

  1. Cancellation

Terms of cancellation, if any, shall be included on the cover page of this Purchase Order, as applicable.

  1. Liquidated Damages

Terms of liquidated damages, if any, shall be included indicated on the cover page of this Purchase Order, as applicable.

Canadian Solar and the Vendor agree that the liquidated damages payable pursuant to the purchase order to which these terms and conditions apply, if any, shall not be construed as a penalty but represent a genuine and reasonable pre-estimate of the damages that Canadian Solar or the Vendor will suffer

  1. REPRESENTATIONS AND WARRANTIES

The Vendor represents and warrants to Canadian Solar that: (i) the Vendor is duly and legally organized, validly existing, in good standing under the laws of its incorporating jurisdiction and has full power to engage in the business it presently conducts and contemplates conducting and (ii) the Vendor has all the required authority, ability, skills, experience and capacity necessary to perform and shall diligently perform the work in a timely and professional manner and in accordance with Industry Standards.

  1. INDEMNITY

Vendor shall fully indemnify, save harmless and defend Canadian Solar and its present and future direct and indirect affiliates and their directors, officers, shareholders, employees, agents and representatives from and against any and all costs, expenses, claims, actions, suits, proceedings, losses, liabilities, penalties, damages, including but not limited to those incurred in connection with, or arising from any claim by a third party for physical damage to or destruction of property or death of or bodily injury to any person.

  1. LIMITATION OF LIABILITY

Canadian Solar shall not be liable for losses, costs, damages and expenses in the nature of consequential, indirect, punitive or special damages, including loss of profit or revenue. In no event shall Canadian Solar’s liability exceed the amount paid for the goods or services purchased pursuant to the Purchase Order.

  1. INTELLECTUAL PROPERTY

All intellectual property created for the purpose of providing the goods and services (including means, methods and practices) described under the Purchase Order shall be the sole property of Canadian Solar. Under no circumstance may Vendor disclose the details or existence of such property to any third party without the express written consent of Canadian Solar, which may be withheld in its absolute discretion. For clarity, all intellectual property that Vendor owned or otherwise had rights to prior to the commencement of the services or provision of the goods shall remain the property of Vendor.

  1. Compliance with Applicable Laws

Vendor specifically agrees that it shall at all times fully comply with applicable laws and that it shall perform the work in accordance with all applicable laws and permits.

  1. GOVERNING LAW

The formation, interpretation and performance of this Purchase Order shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to their conflict of laws provisions.

  1. WAIVER

The failure of Canadian Solar to insist upon or enforce, in any instance, strict performance by the other party of any of the terms of this Purchase Order, or to exercise any rights herein conferred or to approve, consent to, or observe any activity, document, drawing, or other portion of, or related to the work shall not be construed as a waiver or relinquishment to any extent of its right to assert or rely upon any such terms or rights. No waiver shall be valid unless stated in writing and executed by Canadian Solar.

  1. Time of Essence

Time is expressly agreed to be of the essence.

  1. VALIDITY

The invalidity, in whole or in part of any provisions hereof shall not affect the validity of any other provisions hereof and the invalid or offending portions or provisions shall be severable from the remainder of this Purchase Order.

  1. BINDING EFFECT

This Purchase Order shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, representatives, successors and permitted assigns.

  1. NO ORAL MODIFICATIONS

No amendment or modification of this Purchase Order shall be of any force or effect unless such amendment or modification is in writing and is signed by Canadian Solar.

  1. Complete Agreement

The Purchase Order constitutes the complete and entire agreement between the parties and supersedes any previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof.

  1. NO AGENCY

This Agreement is not intended, and shall not be construed, to create any association, joint venture, agency relationship or partnership between the Parties or to impose any such obligation or liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act as or be an agent or representative of, or otherwise bind, the other Party.

  1. ASSIGNMENT

Vendor shall not assign this Purchase Order, or any of its rights hereunder without the prior written consent of Canadian Solar, which consent may be withheld in Canadian Solar’s sole discretion.