1.1 These terms and conditions (the “Terms”) issued by Fort Garry Industries Ltd. (the “Seller”), shall govern the sale of goods (“Goods”) by the Seller or the performance of services (“Services”) to the buyer of such Goods and/or Services (the “Buyer”) identified on any sales quotation, proposal, invoice, confirmation, acknowledgment and/or similar document issued by the Seller, or on any offer to purchase, purchase order, request for proposal, request for quotation, and/or other documentation submitted by the Buyer to the Seller which has been accepted in writing by the Seller (each, a “Sale Document”) with respect to an order for such Goods and/or Services. Subject only to the express written agreement of the Seller to the contrary, any terms or conditions that may be set forth in a Sale Document delivered by the Buyer to the Seller shall be deemed to be of no effect, and these Terms shall govern the sale of Goods or performance of Services that are subject of such Sale Document. In the event of a specific, express conflict between a provision of a Sale Document delivered by the Seller and a provision of these Terms, such Sale Document provision shall prevail to the extent (but solely to the extent) of such conflict.

1.2 The applicable Sale Document, these Terms, the warranty terms set forth at the following location: http://www.[•] (the “Warranty Terms”) and any application for credit made by the Buyer to the Seller (collectively, this “Agreement”) together comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms do and shall prevail over any of the Buyer’s general or standard terms and conditions of purchase, or any other terms or conditions which the Buyer purports to apply to the Seller’s sale of Goods or provision of Services, regardless of whether or when the Buyer has submitted a Sale Document or such terms. Fulfillment of the Buyer’s order for Goods or Services by the Seller shall not in any manner or to any extent constitute acceptance by the Seller of any of the Buyer’s terms and conditions and does not serve in any respect to modify or amend these Terms.

2.1 By delivering or accepting, as applicable, a Sale Document, the Buyer offers to purchase the Goods and/or Services described in the applicable Sale Document, for the purchase and/or service price stipulated on the applicable Sale Document, and on these Terms, which the Buyer represents and warrants that it has reviewed and understands.

2.2 In the event that a Sale Document includes reference to Goods that identify such Goods using an original equipment manufacturer (OEM) part number or universal part number, the Seller shall be entitled to, in its sole discretion and without notice to the Buyer, substitute the part identified on the Sale Document with aftermarket Goods or alternate Goods that are the equivalent to, or as close a functional match as may be available to, the part number identified on the Sales Document.

2.3 The Seller shall have no obligation to extend to the Buyer any changes or improvements to any Goods that are subject of a Sale Document in the event of any change or improvement made by the Seller to such Goods following the delivery of a Sale Document by the Buyer.

The Buyer’s offer to purchase the Goods and/or Services set forth in a Sale Document is irrevocable, except with the consent of the Seller. No verbal or written representation, warranty or commitment of any kind has been made to the Buyer in connection with this offer or the Goods or to induce the Buyer to make its offer. The Buyer acknowledges having had access to a copy of these Terms prior to the acceptance of this Agreement.

Payment for the Goods and/or Services shall be made by the Buyer in accordance with the terms of the relevant Sale Document. Where the Sale Document does not specify terms of payment for the Goods and/or Services, the following terms shall apply, provided that the Seller reserves the right to require the payment of a Deposit (as hereinafter defined) or Prepayment (as hereinafter defined), as more particularly described in Section 8:

6.1 Aftermarket Parts and Service: The Buyer shall pay the full purchase price for all aftermarket parts Goods and the full service fee for all Services, including any applicable tax (including without limitation goods and services tax, provincial sales tax and other applicable retail sales taxes), to the Seller upon delivery of the Goods and/or completion of the Services, as applicable, in immediately available funds, payable by way of cash, debit card payment, Visa, MasterCard or American Express. Notwithstanding the foregoing, the Seller shall be entitled to determine, in its sole discretion, that payment for all or a portion of Services may be required to occur by way of installment payments and/or the delivery of a Deposit or Prepayment, all as may be more particularly set forth in a Sale Document.

 6.2 Aftermarket Parts and Service with Established Credit: Where the Buyer has made an application for credit to the Seller, and where the Seller has determined, in its sole and absolute discretion, to extend credit to the Buyer in respect of the purchase of aftermarket parts Goods by the Buyer or the performance of Services for the Buyer, the Buyer shall make payment of the full purchase price for the Goods and/or Services, as applicable, including any applicable tax (including without limitation goods and services tax, provincial sales tax and other applicable retail sales taxes), to the Seller on the date that is the twentieth (20^th) day of the calendar month following the date on which the Goods were delivered to the Buyer and/or the Services completed by the Seller, as applicable, in immediately available funds, payable by electronic funds transfer, online payment utilizing the Buyer’s financial institution, cheque or pre-authorized payment.

 6.3 Trailers and Equipment: The Buyer shall pay the full purchase price for trailer and equipment Goods, including any applicable tax (including without limitation goods and services tax, provincial sales tax and other applicable retail sales taxes), to the Seller upon delivery of the Goods, in immediately available funds, payable by way of bank draft, certified cheque, wire transfer or electronic funds transfer.

All methods of payment for the Goods and/or Services shall be subject to change by the Seller, in its sole discretion, at any time, without the need for any formality of notice.

7.1 Cores: In respect of any Goods that incorporate a component that the Seller designates, in its sole discretion, to be subject to return for remanufacturing or recycling by the Seller or a third party (a “Core”), the Buyer shall pay to the Seller, at the time of payment of the purchase price for the Goods, an additional amount designated by the Seller associated with such Core (a “Core Deposit”). Upon the return to the Seller of the Core in accordance with Section 17, either by way of delivery by the Buyer to the Seller or in connection with the performance by the Seller of Services for replacement of the Goods that contain a Core, the amount of the Core Deposit shall, subject to Section 17, be paid by the Seller to the Buyer, either by way of payment to the Buyer or the application of a credit to the account of the Buyer with the Seller, in the Seller’s sole discretion. The Core Deposit shall constitute a non-refundable deposit that is absolutely forfeited by the Buyer to the Seller, and shall only be payable by the Seller to the Buyer in accordance with this Section 7(a) and subject to Section 17. Notwithstanding the foregoing, the Seller reserves the right to determine, in its sole discretion, to defer the due date for payment of a Core Deposit by the Buyer or aggregate and/or set-off Core Deposit payment obligations for bulk invoicing, but in no event shall any deferral, set-off or aggregation of required payments for Core Deposits constitute a waiver of any obligation of the Purchaser to make payment of a Core Deposit.

7.2 Taxes; Tax Exemptions: All supplies of Goods or Services shall be subject to all applicable taxes that may be imposed by any governmental authority, including without limitation all federal and provincial sales tax, excise tax, manufacturer’s tax, use tax, documentary tax, import, export or other charge or tax of any kind on any Goods or Services or on the manufacture, transportation, sale, leasing, bailment, keeping, storage, use or contract of sale thereof. In the event that the Buyer asserts application of an exemption of any tax on the sale of Goods or Services, only where the Buyer has delivered to the Seller documentation satisfactory to the Seller, in its sole discretion, of the application of any such exemption, the purchase price for Goods or Services may exclude such taxes as are subject of the exemption in question, provided that any Buyer claiming any tax exemption hereby indemnifies and holds harmless the Seller from and against any and all liabilities (including, without limitation, liability for tax that would have been otherwise payable by the Buyer but for the application of such tax exemption), claims, costs and expenses of any kind that may be suffered by the Seller in connection with the assertion by the Buyer of any such tax exemption or any inaccuracy or breach in any documentation supplied by the Buyer to the Seller in support of any tax exemption of any kind.

7.3 Financing and Insurance Charges: In the event that the Seller determines, in its sole discretion, to extend credit to the Buyer or where the Buyer otherwise arranges for financing of all or any portion of the purchase price for any Goods or Services, additional financing charges, and charges in respect of mandatory insurance requirements relating to the Goods subject of financing, may apply in the amounts and on the terms described in the documentation pertaining to such financing and insurance arrangements.

7.4 Additional Fees and Charges: All Goods may be subject to additional charges for transportation expenses, and all Goods and Services may be subject to environmental levies, charges and fees, fees associated with disposal and all other fees and charges as may be required by any governmental authority in connection with the supply of the Goods or performance of the Services.

7.5 Advertisements: Photographic, clerical, typographical and printing errors in any advertisements for Goods or Services shall be subject to correction. Any advertised prices for Goods and Services will be honoured by participating locations of the Seller only, and only while supplies last. No rain checks or other means of applying advertised pricing to future orders of Goods will be issued by the Seller. Any advertised pricing discounts or other promotions that may be offered by the Seller or any manufacturer of Goods may be combined with any other offers or discounts that may be available. The Seller reserves the right to limit the quantity of Goods that may be ordered by a Buyer at any given time.

In the event that the Seller determines, in its sole discretion, to require the delivery of a deposit or prepayment by the Buyer in connection with the purchase of Goods and/or Services, including without limitation where the Goods consist of one or more items that are not normally stocked by the Seller or which involve modification based on the specifications of the Buyer, the Sale Document may: (i) specify the amount of the non-refundable deposit (a “Deposit”) payable by the Buyer in connection with the purchase of the Goods and/or Services specified on such Sale Document; or (ii) require the prepayment of the purchase price for such Goods and/or Services in full at the time of entering into the Sale Document (a “Prepayment”). Subject to the terms of a Sales Document specifying otherwise, the amount of a Deposit or the requirement for a Prepayment shall be determined as follows:

8.1 Goods Priced $200 or Less: The entire purchase price for any Goods with a purchase price of $200.00 or less shall be payable by the Buyer as a Prepayment in respect of such Goods, at the time of delivery or acceptance, as applicable, of the Sale Document by the Buyer.

8.2 Special Order Trailers and Equipment: A deposit may be required for any trailer or equipment Goods that are not in stock with the Seller at the time of order or acceptance, as applicable.

8.3 Special Order Goods other than Trailers or Equipment: Any Goods other than trailers or equipment that are not regularly stocked by the Seller or are custom ordered by the Seller from a supplier shall require Prepayment or the delivery of a Deposit in the amount specified by the applicable Sale Document.

8.4 Customized Goods: Any Goods that are customized by the Seller to match the specifications of the Buyer, or any Goods which are otherwise not returnable to the supplier of such Goods, shall require a Prepayment at the time of delivery or acceptance, as applicable, of the Sale Document.

8.5 Service and Installation: The Seller reserves the right to require a Prepayment or delivery of a Deposit or multiple Deposits in connection with any Services to be performed by the Seller, in an amount specified by the applicable Sale Document.

A Prepayment or Deposit shall be payable at the time(s) stipulated in the applicable Sale Document, and where a Sale Document stipulates the requirement for delivery of a Prepayment or Deposit but does not specify a date for its delivery, such Prepayment or Deposit shall be delivered by the Buyer to the Seller concurrently with the delivery or acceptance, as applicable, of the Sale Document by the Buyer. Subject only to Section 20 hereof, all Deposits shall be non-refundable and absolutely forfeited by the Buyer. Without limiting the generality of the foregoing, and for certainty, in the event that the Buyer fails to perform its obligations under this Agreement, including without limitation the payment of the balance of the purchase price for any Goods or Services for which a Deposit was delivered, or if the Buyer asserts any cancellation or termination of this Agreement or in respect of any specific Goods or Services for any reason prior to the payment in full of the purchase price for the applicable Goods or Services, the Deposit shall be absolutely forfeited by the Buyer in its entirety to the Seller, and the Seller shall be entitled to retain same for its sole benefit, without deduction or set-off of any kind. Deposits or Prepayments may only be returned to the Buyer where, following the collection of the Deposit or Prepayment, the Seller determines it is unable to deliver the Goods to the Buyer, or the Seller determines that it is unable to perform the Services for the Buyer, in which event the Seller shall have the right, in its sole discretion, to set-off against the Deposit or Prepayment all costs and expenses of the Seller associated with partial performance of the Services, as more particularly set forth in Section 20.

By accepting or delivering a Sale Document, the Buyer represents, warrants and covenants with the Seller that: (i) the Buyer is purchasing the Goods for a business purpose and not for family, household or personal use, or for resale, and (ii) the Goods being purchased by the Buyer are not intended to, nor will be utilized in, agricultural, farm, ranch or feedlot operations or in any farming or agricultural operations of any kind.

In the event that the Sale Document includes the application of a trade allowance toward the price of Goods (a “Trade Allowance”) in consideration of the transfer of equipment of the Buyer identified on the Sale Document (collectively, “Trade-In Equipment”) to the Seller at the time of delivery of the relevant Goods, the following terms shall apply:

10.1 Upon the acceptance of the Sale Document by the recipient thereof, the Buyer shall be bound to deliver the Trade-In Equipment to the Seller at the time of delivery of the relevant Goods to the Buyer, free and clear of all encumbrances or liens of any kind, and in identical appearance, condition and operability as at the time of first inspection of the Trade-In Equipment by the Seller, subject to the completion of the Required Repairs (as hereinafter defined) if applicable. The Buyer acknowledges and agrees that the application of the Trade Allowance to the purchase price for Goods on a Sale Document shall be the entire consideration payable by the Seller to the Buyer for the transfer of the Trade-In Equipment, and the Seller shall not be liable to the Buyer for any other amount in connection therewith, including without limitation any profit on the sale of the Trade-In Equipment by the Seller to a third party.

10.2 The Buyer hereby represents and warrants to the Seller that: (i) the Buyer has good and marketable title to the Trade-In Equipment as the legal, registered and beneficial owner thereof, free and clear of all encumbrances or liens of any kind, and the Buyer has all right, power, authority and capacity to enter into this Agreement and transfer the Trade-In Equipment to the Seller in accordance with these Terms; (ii) no person has any agreement, right or option capable of becoming an agreement for the purchase of the Trade-In Equipment from the Buyer; (iii) at the time of delivery of the Trade-In Equipment by the Buyer to the Seller, the Trade-In Equipment shall be in identical condition, appearance and operability as it was when first inspected by the Seller, other than any repairs or modifications conducted as part of the Required Repairs; and (iv) at no time throughout the course of the ownership of the Trade-In Equipment by the Buyer has any odometer, hubometer or other device capable of measuring distance traveled or time operated that is installed on the Trade-In Equipment been tampered with or altered, nor has the Trade-In Equipment ever been the subject of an insurance write-off or otherwise deemed unfit for operation by any governmental or regulatory authority.

10.3 At the time of delivery of the Trade-In Equipment to the Seller, the Buyer shall deliver to the Seller all safety inspections, certificates and other documentation as may be required to cause the title to the Trade-In Equipment to be transferred by the Buyer to the Seller in accordance with applicable law (collectively, the “Safety Certificates”), which shall be satisfactory to the Seller in its sole discretion, and at the sole cost and expense of the Buyer. In the event that any repair, alteration or upgrade to the Trade-In Equipment is required for the issuance of any Safety Certificates in respect thereof (collectively, “Required Repairs”), the Buyer shall give effect to the Required Repairs prior to the delivery to the Seller of the Trade-In Equipment, at the Buyer’s sole cost and expense. Notwithstanding the foregoing, the Seller shall have the right, but not the requirement, to elect to conduct the Required Repairs and to obtain the required Safety Certificates for and on behalf of the Buyer, in which event the aggregate costs and expenses of all Required Repairs and the obtaining of all Safety Certificates shall be paid by the Buyer by way of a reduction in the Trade Allowance by such aggregate amount. Where Required Repairs are performed by the Seller, the costs and expenses of the Required Repairs for the purpose of reduction of the Trade Allowance shall be determined by the Seller’s standard pricing for the performance of the Required Repairs.

10.4 The Seller reserves the right to accept or reject any Trade-In Equipment at the time of delivery to the Seller and/or require amendments to the relevant Sale Document in order to proceed with the sale of the subject Goods, if, in the Seller’s sole opinion: (i) the condition or appearance of the Trade-In Equipment at the time of delivery to the Seller is not identical to the condition, appearance or operability of the Trade-In Equipment at the time of first inspection by the Seller; (ii) there has been any alteration, modification or damage to the Trade-In Equipment from the date of first inspection by the Seller; (iii) the Required Repairs (if any) have not been completed to the satisfaction of the Seller; (iv) except where the Seller has elected to perform the Required Repairs in accordance with Section 10(c), the Buyer fails to deliver all Safety Certificates to the Seller at the time of delivery of the Trade-In Equipment to the Seller, or the Seller deems such Safety Certificates to be unsatisfactory to it, in its sole discretion; or (v) any of the representations and warranties of the Buyer in Section 10(b) are untrue or inaccurate as at the time of delivery of the Trade-In Equipment to the Seller. The Buyer hereby indemnifies and holds harmless the Seller from and against all losses and damages of any kind arising as a result of the breach or inaccuracy of any of the representations and warranties of the Buyer set forth in this Section, including without limitation any amounts required to be paid, and all costs and expenses of the Seller (including legal costs and expenses), in connection with the discharge of any encumbrances or liens of any kind existing on the Trade-In Equipment at the time of transfer to the Seller or otherwise related to the Seller’s ownership, possession or use of the Trade-In Equipment prior to such transfer.

10.5 In the event of termination of this Agreement for any reason or cancellation of the delivery of any Goods to which the Trade Allowance would be applied following the delivery of Trade-In Equipment by the Buyer to the Seller, the Seller shall have the option, in its sole discretion, to: (i) return the Trade-In Equipment to the Buyer; or (ii) purchase the Trade-In Equipment from the Buyer at an amount equal to the amount of the Trade Allowance, less reasonable depreciation thereon for the period of time between the determination of the Trade Allowance the date of election of such option to purchase by the Seller. In the event that the Seller determines to return the Trade-In Equipment to the Buyer, the Buyer shall pay to the Seller all costs and expenses of the Required Repairs, if any, and all costs and expenses of any additional repair, upgrade or alteration that may have been conducted by the Seller on the Trade-In Equipment, at the Seller’s standard pricing for performance of such services, and the Seller shall be entitled to retain the Trade-In Equipment until such time as such amounts have been paid in full by the Buyer.

By delivering or accepting, as applicable, a Sale Document and indicating thereon the Buyer’s consent, the Buyer:

11.1 consents to the following by the Seller and its agents, for the purposes of making inquiries in connection with the assessment by the Seller, its agents and its partner financial institutions of the creditworthiness of the Buyer for the purposes of the sale or service transaction: (i) the collection by the Seller of the information concerning the Buyer set out in this Agreement; (ii) the disclosure of the information provided by the Buyer in this Agreement to the Seller's agents, credit bureaus and partner financial institutions for the purpose of obtaining information on the credit history of the Buyer and the making of assessments as to the creditworthiness of the Buyer; and (iii) the making of inquiries by the Seller, its agents and its partner financial institutions of credit bureaus, financial institutions or other persons that may be in a business relationship with the Buyer or the Seller to investigate the Buyer's credit history and ability to pay, including, without limitation, the conduct of one or more personal credit checks against the Buyer (including, where the Buyer is an individual, personal credit checks). The Buyer consents to all such investigations and inquiries as may be made by the Seller, its agents or its partner financial institutions to obtain a credit information report from any credit reporting agency, and the conduct by the Seller, its agents or its partner financial institutions of a credit investigation against the Buyer, and the Buyer, where an individual, by delivering a credit application to the Seller, consents to the performance of a personal credit check against the Buyer;

11.2 acknowledges and agrees that the consent granted herein shall for making inquiries of the Buyer's creditworthiness be effective as of the date on which this Agreement is made and will expire on the termination of this Agreement for any reason, subject to extension in accordance with these Terms;

11.3 acknowledges and agrees that personal information concerning the Buyer is obtained by the Seller upon the entering into of this Agreement and during the ordinary course of its dealings with the Seller, and such information will be collected, used and disclosed pursuant to the Personal Information Protection and Electronic Documents Act (Canada) ("PIPEDA") and applicable provincial privacy legislation and regulation, and in accordance with the Privacy Code and Commitment to Privacy Statement of the Seller, which can be accessed at https://www.fortgarryindustries.com/about-fgi/privacy-policy/ or by phoning (204) 632-8261 and requesting to speak to the Seller's privacy officer; and

11.4 acknowledges and agrees that in the event the Seller is engaged in any “business transaction” (as such term is defined in PIPEDA), the Buyer expressly and irrevocably waives any requirement for the Seller or any third party to notify the Buyer: (i) of the disclosure of this information in connection with such business transaction, and (ii) that such business transaction has been completed.

13.1 In respect of any Goods that are subject of a Sale Document or any property of the Buyer that is subject of the performance of Services by the Seller (“Buyer Equipment”), the Buyer hereby mortgages, charges and assigns to the Seller and grants to the Seller, and the Seller hereby takes, a security interest in, the Goods and Buyer Equipment (as applicable) and in all present and future accessions, parts, replacements, substitutions, additions and improvements installed, affixed or attached to the Goods (together with the Goods, the “Collateral”) and all proceeds (as defined in The Personal Property Security Act (Manitoba)) thereof, as a general and continuing collateral security for the due payment of the purchase price for the Goods and/or Services set forth in the Sale Document and all other amounts owing or that become owing by the Buyer to the Seller and the performance by the Buyer of the Buyer’s obligations under this Agreement. To the extent that the Seller has given value for the purpose of enabling the Buyer to acquire rights in the Collateral, the Buyer grants to the Seller, and the Seller takes, a purchase money security interest in the Collateral. It is the intention of the Seller and the Buyer that the security interest attaches to the Collateral when the Buyer signs this Agreement. To the extent permitted by applicable law, the Buyer hereby waives all rights to receive a copy of any financing statement, verification statement or financing change statement registered in relation to this Agreement.

13.2 In respect of the purchase of any Goods where less than the full purchase price therefor is tendered by the Buyer to the Seller at the time of delivery of the Goods (in the sole discretion of the Seller), prior to the delivery of the Goods to the Buyer, the Buyer shall execute and deliver to the Seller, a conditional sale agreement, lease, loan agreement, security agreement, chattel mortgage or such other security or other documentation, including without limitation documentation pertaining to the insuring of such Goods until such time as payment therefor is tendered in full, as may be required by the Seller, in its sole discretion, and the Seller reserves the right to cancel any Sale Document in the event that the Buyer fails to execute and deliver any such documentation in form and content satisfactory to the Seller, in its sole discretion.

13.3 In respect of all Services, and without limitation to any other rights or remedies available to the Seller at law or equity, the Seller shall have all the rights of a “garage keeper” within the meaning of The Garage Keepers Act (Manitoba) (or equivalent legislation of the relevant jurisdiction), including without limitation the entitlement to a lien over any equipment of the Buyer that is subject of Service in accordance with such Act.

Except as expressly set out in these Terms and the Warranty Terms, the Seller does not make any warranty or representation whatsoever with respect to any Goods or Services. The Seller is not bound by any representation, agreement, term, condition or warranty made by any employee or agent of the Seller relating to the transaction for Goods or Services, and the Buyer acknowledges and agrees that they have investigated the Goods being purchased and are satisfied that the Goods are suitable for the Buyer’s intended purpose. The Seller shall not be liable or in any way responsible for any warranties given by or on behalf of the manufacturer of any Goods or any parts utilized in the performance of Services. Every implied condition, warranty, undertaking and guarantee under any applicable statute in the Province of jurisdiction is specifically excluded to the full extent permitted under applicable law.

The Seller may assign all or part of its interest in this Agreement, the Buyer’s payments under the Agreement and the Goods (if applicable) and/or Services (if applicable) without the Buyer’s consent and without notice to the Buyer.  To the extent permitted by applicable law, the Buyer hereby waives any right of notice of assignment and acknowledges that all of the Seller’s rights under this Agreement shall also apply to any holder or assignee. This Agreement shall not be assigned by the Buyer in whole or in part without the prior written consent of the Seller.

The Buyer shall forthwith on demand execute and deliver to the Seller any contracts or other instruments in the terms required by the Seller to evidence properly this transaction.

To the extent that applicable law imposes any standard, obligation or requirement on the Seller, including without limitation the imposition of statutory warranties on Goods or Services, or affords to the Buyer any rights or remedies that may be greater than or supplemental to the rights and remedies afforded to the Buyer herein, the requirements, rights and remedies provided for under applicable law shall prevail, subject to any waivers permitted by applicable law and provided for in this Agreement.

If any provision of this Agreement is determined in whole or in part to be invalid or unenforceable or in contravention of any provincial or territorial laws or the laws of Canada, that provision or the invalid, unenforceable or contravening part of the provision alone will be severed from this Agreement and the rest of this Agreement will remain valid and enforceable.  If the Buyer is not a corporation, the Buyer hereby waives all rights under The Limitation of Civil Rights Act (Saskatchewan).  Time shall be of the essence of this Agreement, and any waiver or indulgence by the Seller, its employees, agents or authorized representatives, as the case may be, of any default or breach of any term, covenant, condition or other matter contemplated by this Agreement shall not be construed as a waiver or indulgence of any further or subsequent default or breach.  This Agreement may only be amended when agreed to by the Buyer and the Seller in writing.  This Agreement shall enure to the benefit of and be binding on each of the Buyer and the Seller and their respective heirs, executors, administrators, successors and permitted assigns, as the case may be.