Rider Respecting Government Charges and Tariffs

This Rider amends and supplements the terms and conditions of the attached quote, proposal, or purchase order, as applicable and as may be amended or restated from time to time (the “Contract”) between BGE Indoor Air Quality Solutions Ltd. (“BGE”) and the addressee (the “Customer”).  

To the extent of any conflict between the terms of the Contract and this Rider, the conflict shall be interpreted in a manner consistent with this Rider. If attached to a quote, this Rider and the Contract arising therefrom shall become effective upon acceptance of such quote by the Customer.

Additional Charges

• The Customer acknowledges that any products or goods identified in the Contract that are manufactured, developed or assembled by BGE (“Manufactured Product”) or otherwise purchased or distributed by BGE (“Distributed Product”) – collectively, the “Products” – may include or require the importation of raw materials, goods, parts, equipment or products.
  
• These imported Products may have taxes, duties, tariffs, fees, surcharges or other charges imposed by applicable law, or they may have surcharges or related charges levied by BGE’s suppliers to mitigate the cost impact associated with current or anticipated taxes, duties, tariffs, or other charges imposed by law (collectively, the “Additional Charges”).  Furthermore, these Additional Charges may be imposed after the date of the Contract. For greater certainty, Additional Charges shall not include sales or excise taxes (for which all applicable charges shall be calculated, charged and collected on the subtotal of purchase price as set out in the Contract, as may be adjusted herein).
• The Customer and BGE expressly acknowledge that there are reasonably foreseeable current and future risks of material Additional Charges being imposed on the Products directly or indirectly, and that such Additional Charges, including but not limited to the risks of tariff imposition, expansion or increases by the United States on Canadian exports, and/or reciprocal or retaliatory tariffs by Canada on the export of goods from the United States.
• The parties expressly acknowledge that the Additional Charges may have material impact on the cost to manufacture, import, source and purchase the Products and the Parties desire to contemplate the impact of such Additional Charges in the Contract.  Neither party shall assert or claim that the imposition of any such Additional Charges frustrates the Contract, permits cancellation or termination of the Contract, or amounts to a force majeure that excuses the timely performance of the Contract by a party, except to the extent expressly permitted under the Contract and this Rider.
• Where Additional Charges are incurred, the Customer acknowledges that BGE may, after the date of the contract, increase the purchase price of any Product under the Contract. BGE shall charge the Customer (and the Customer shall pay) an increase equal to any increase in Additional Charges incurred by BGE on the import of raw materials or Distributed products, compared to any Additional Charges that were already applied to the Contract pricing as of the date of the Contract. If the Contract is based on a cost-plus model for any Manufactured Product, the increase shall be applied to the cost amount of the Manufactured Product.
• BGE shall make reasonable efforts to provide notice to the Customer respecting updated pricing arising from the provisions above upon becoming aware of material changes to the purchase price of Products under the Contract. BGE will also confirm any known increases in connection with a fulfillment request on standing or future-dated orders. However, failure to provide advance notice shall not impair or invalidate any of the provisions hereof. Where price increases occur, BGE shall promptly issue to the Customer a supplemental or updated sales order or invoice to reflect same.
• Without limiting the generality of the foregoing, if the shipping destination for the Products is located outside of Canada, the Customer acknowledges and agrees that it shall be solely responsible for any additional tariffs or duties that may apply or be charged in connection with shipping, transportation or delivery of the Products outside of Canada, and shall indemnify and hold harmless BGE from any damages, costs, losses or expenses incurred in association therewith. 
• This Rider and the contents hereof is deemed to be incorporated into the Contract and together the Contract and this Rider, along with any other schedules or exhibits appended thereto, shall form the entire agreement between the parties respecting the subject matter thereof.  No changes to this Rider or the Contract shall be binding upon either party unless and until a written amendment is executed and delivered by both parties.