(a).Products and services furnished by SPD SALES LIMITED (“SPD”) are sold only on the terms and conditions herein unless otherwise expressly agreed in writing between the parties.

    (b).Notwithstanding any terms and conditions on Purchaser’s order, SPD’s performance of any contract is expressly made conditional on Purchaser’s agreement to SPD’s Terms and Conditions of Sale unless otherwise specifically agreed to in writing by SPD.  In the absence of such agreement, commencement of performance and/or shipment shall be for Purchaser’s convenience only and shall not be deemed or construed to be acceptance of Purchaser’s terms and conditions, or any of them.  If a contract is not earlier formed by mutual agreement in writing, acceptance of any Product or service shall be deemed acceptance of the terms and conditions stated herein.
    (c).All contracts for the sale of Products shall be construed under and governed by the law of the location of SPD’s head office at Mississauga, Ontario, Canada.