We buy better®, together.

Group Purchasing Supplier Terms and Conditions

TERMS AND CONDITIONS OF AGREEMENT

These terms and conditions form part of the Group Purchasing Supplier Agreement between the Supplier and BGSD Consulting Corporation o/a buy better®.

We may change these terms and conditions from time to time. When we make modifications we will indicate such changes with a revision to the version date at the bottom of this page, and we will either email you the revised terms and conditions or we will post the revised terms and consitions at https://webuybetter.com/supplier-terms . You are bound by all such changes when notified.

RECITALS

WHEREAS, buy better® is engaged in providing purchasing opportunities with respect to goods and services to buyers that may include independent businesses, individual entities or groups of entities (each a “Member” and collectively, the “Members”) that have come together with certain suppliers as a purchasing group (the “Purchasing Group”);

WHEREAS, the Supplier is in the business of providing such goods and services and has offered to supply them to the Members in accordance with the terms and conditions in this Agreement;

WHEREAS, the Supplier is interested in maintaining and growing sales from both new customers and current customers, and gaining operational efficiencies for receiving purchase orders, issuing invoices and rebates;

WHEREAS, the Supplier wishes to provide offerings as set out in Exhibit A: Supplier Offering (the “Supplier Offerings”) to Members that are better than what is publicly available to independent businesses in the regional market or sector;

AND WHEREAS, the Supplier agrees to pay buy better® a monthly Sales Commission Fee,

Referral Fee, and Other Fees as set out in Exhibit B: “Fees” (the “Fees”);

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the parties agree as follows:

1. Offering of Goods and Services

1.1. Members shall be eligible to purchase the goods and services set out in supplier catalogue provided as Exhibit C: “Supplier Catalogue: Goods and Services” (the “Supplier Catalogue”), which terms shall conform with Supplier Offerings. Supplier may update the Supplier Catalogue from time to time, so long as all pricing and offerings conform with the Supplier Offerings and the changes are provided to buy better® in the required format. Changes to Supplier Offerings require the consent of buy better®.

1.2. The Supplier warrants that Supplier Offerings and how these offerings are applied to goods and services in the Supplier Catalogue are and shall continue to be better than what is publicly available to independent businesses in the relevant market or sector. Any deviations from this requirement require the consent of buy better®.

1.3. If the Supplier offers a special promotion to non-Members from time to time, such special promotions shall be made to the Members, either through updates to the Supplier Catalogue or otherwise through the Technology Platform.

1.4. Where a Supplier Offering provides for rebates to all Purchasers after a certain purchase level is reached by the Purchasing Group for a certain item, the Supplier shall issue such rebate in a timely manner and in accordance with the process set out by buy better®.

1.5. The Supplier shall enable a Member that purchases an item from the Supplier Catalogue (a “Purchaser”) to make their order through the Technology Platform if reasonably possible. Where this is not possible, the Supplier shall advise buy better® at the time of addition of the relevant item to the Supplier Catalogue. Where buy better® consents to the deviation, the Supplier will provide for a purchase order to be delivered outside the Technology Platform (an “Off Platform PO”).

1.6. All invoices to Purchasers shall be submitted on the Technology Platform, including any that result from an Off Platform PO. All payments by Purchasers shall be coordinated by the Supplier through the Supplier’s account receivable process. Goods shall be delivered directly to the Purchaser to the addresses specified in the applicable purchase orders.

1.7. All sales shall be carried out by the Supplier in accordance with the terms and conditions of the Supplier set out in Exhibit D: “Supplier Terms and Conditions of Sale”, which terms and conditions shall be set out on the Technology Platform and crossreferenced in the invoices to Purchasers. The Supplier may change such terms and conditions from time to time, so long as changes are provided to buy better® in the required format.

1.8. Notwithstanding that the Supplier is responsible for the collection of all payments from Purchasers, where the Supplier advises buy better® of non-payment, buy better® may take action with the applicable Member, which actions may include the suspension or termination of that Purchaser’s membership with the Purchasing Group.

2. Fees and Invoicing

2.1. The Fees are designed to:

Align Interests: Reinforcing a mutually beneficial partnership by directly tying costs to sales generated through Members, ensuring shared success.
Offer Value-Driven Costs: This dynamic model adjusts with the Supplier’s sales performance, ensuring proportional fees that reflect actual business activity.
Support Market Access: buy better® enables Suppliers to connect with a targeted and engaged Member base, creating new opportunities for growth and increased sales.

2.2. The Supplier shall pay buy better® a Sales Commission Fee (the “Sales Commission Fee”), and, or, a Referral Fee (the “Referral Fee”), or other Fees at an agreed interval, as set out in Exhibit B: Fees.

2.3. buy better® will invoice the Supplier for the Fees following the end of each month. The Supplier shall pay all invoiced amounts within Net 30 days of invoice receipt, which shall be paid to buy better® via electronic funds transfer (EFT). If any account is not paid within the required time period, interest will be charged on the outstanding balance at a rate of 1.5% per month from the date of the account, until paid. A service fee of $100 will apply for a failed payment or insufficient funds, in addition to any applicable interest charges.

2.4. The Supplier agrees to pay the Fees set out in Exhibit B, and fees for other services that may be agreed to from time to time.

2.5. A minimum fee policy (the “Minimum Fee Policy”) applies to all Suppliers. When member sales are invoiced, or transactions (e.g., sales, lease agreements) occur that result in a calculated Fee of less than $50, a minimum of $50 will be invoiced at the agreed interval. Where there are no sales invoices, referrals, or leases, within the agreed interval (month, quarter, year), no fees apply. Refer to Exhibit B: Fees.

2.6. For Off Platform PO purchases which are also not invoiced through the Technology Platform, the Supplier shall provide a sales record at the end of each month for these sales to buy better® in the required format. For purposes of calculating payment to buy better®, all sales shall be effective at the time of invoice, whether on or off the Technology Platform.

2.7. The Supplier acknowledges that buy better® will retain a facilitation fee from rebates issued pursuant to Section 1.4, for the distribution of the rebates among the Members.

2.8. As applicable, Goods and Services Tax / Harmonized Sales Tax (GST/HST) on the monthly fee shall be payable to buy better®. Each party shall be responsible for their tax compliance obligations.

2.9. The Fees may be reviewed once annually and may at the sole discretion of buy better®, be adjusted with no less than ninety (90) days’ written notice to the Supplier.

2.10. Upon termination or expiry of the Agreement, the Supplier will remit all outstanding payments within thirty (30) days of the Agreement termination or expiry. Failure to comply will result in application interest and enforcement actions as outlined in this Agreement.

2.11. Failure to submit the monthly sales record within the time and manner specified herein shall constitute a material breach of this Agreement and, if not cured within thirty (30) days of written notice, buy better® reserves the right to terminate this Agreement at it’s sole discretion.

3. Exclusive Promotion

3.1. The Supplier agrees that during the term of this Agreement, they will not directly or indirectly promote, encourage, or incentivize Members to purchase goods or services outside of the arrangements and pricing established under this Agreement. This includes, but is not limited to, offering discounts, rebates, or any other incentives that would lead a Member to bypass the Technology Platform or Off Platform PO. Any violation of this clause may result in immediate termination of this Agreement and may subject the Supplier to legal or financial penalties.

3.2. The Supplier shall uphold the integrity of the Purchasing Group’s negotiated pricing and terms, ensuring that Members benefit fully from their participation in the Purchasing Group.

4. buy better® Obligations

buy better® shall:

Attract, retain and return financial and non-financial value to Suppliers and Members;
Provide a website for potential Suppliers and a Technology Platform for Suppliers and Members that will host the Supplier Catalogue;
Provide functionality for purchase order creation and invoicing on the Technology Platform;
Work with the Supplier to promote and market their goods and services, to the Members, through various channels, and from time to time, through special promotions;
Initiate periodic contract review meetings with the Supplier to assess sales performance and address any necessary adjustments to the Agreement;
Provide the opportunity for Suppliers to offer webinars, training and support to Members, and on occasion organize tradeshows or events to connect Members with Suppliers; and
Continue to develop the functionality and scope of the Technology Platform taking into account the feedback and needs of the Purchasing Group.

5. Supplier Obligations

The Supplier shall:

Provide Members with pricing and terms set out in the Supplier Catalogue, such pricing and terms to conform to the Supplier Offerings;
Provide the initial Supplier Catalogue and any changes in accordance with the goods and service template provided by buy better®;
Provide digital marketing and promotional materials to buy better® for the promotion of the Supplier Offerings to Members;
Abide by and ensure that all of its associated users abide by the Technology Platform Terms of Use set forth in Exhibit E and the Authorized User Licence Agreement when presented on the Technology Platform. The Supplier hereby acknowledges their agreement with the terms set out in Exhibit E in their role as an “Authorized User” on the Technology Platform and further agrees to follow the training and resources provided by the Technology Platform provider. The Supplier acknowledges and understands that the information in Exhibit E may be updated from time to time by the third-party Technology Platform provider;
Manage and maintain its Supplier profile and provide additional information as requested by buy better®;
Provide buy better® permission to use their logo for promotions and marketing on the Technology Platform the website and other marketing materials;
Maintain current insurance coverage in accordance with industry standards, with a copy available upon request by buy better® or Member;
Work directly with Purchasers on their requirements, specifications, and scope of goods and services upon request of Purchaser or where Off-Platform POs apply;
Ensure all goods and services offered through the Supplier Catalogue meet the greater of (a) industry standards and (b) any quality standards specified in the Supplier Catalogue or the terms and conditions set out in Exhibit D, including with respect to any applicable warranties and guarantees;
Supply goods and services to the Purchasers in accordance with the purchase orders submitted by the Purchaser, including timely delivery of goods;
Maintain clear and open communication with Purchasers regarding order status, delivery schedules, and any potential issues;
Work collaboratively with the Purchasing Group, as needed, to address issues that arise concerning the goods and services being offered to Members;
Submit invoices and sales records through the Technology Platform and otherwise, as set out in this Agreement;
Pay all Fees to buy better® as set out in this Agreement;
Pay rebates per the Supplier Offering to the Purchasing Group for distribution to Purchasers, in accordance with Section 1.4;
Participate in Member and Supplier outreach and engagement activities, including occasional tradeshows, webinars, training and feedback on the Purchasing Group; and
Participate in periodic contract review meetings with buy better® to assess sales performance and address any necessary adjustments to the Agreement.

6. Term

6.1. This Agreement shall commence upon the Effective Date and shall continue for a period of three (3) years (the “Initial Term”).

6.2. The Initial Term shall automatically renew for successive additional terms of one (1) year (each a “Renewal Term”) unless terminated pursuant to Section 7. For the purposes of this Agreement, the Initial Term and any additional Renewal Terms entered into between the parties are collectively referred to as the “Term”.

6.3. Suppliers will receive a renewal reminder no later than 60 days before the expiration of the Initial and Renewal Terms.

7. Termination

7.1. Termination for Convenience: Either party may affect an early termination of this Agreement without cause or penalty by giving the other party ninety (90) days written notice prior to the specified early termination date. Expiration or termination of this Agreement shall have no effect on orders for goods and services that have been accepted by the Supplier prior to the date of termination.

7.2. Termination for Cause: Either party may terminate this Agreement for cause if: (a) the other party materially breaches its obligations under this Agreement and fails to cure such material breach within thirty (30) days of receipt of written notice or (b) the other party becomes insolvent, subject to bankruptcy proceedings or makes a general assignment for the benefit of creditors. Each party reserves all rights available at law and/or in equity arising from the other party’s material breach of this Agreement.

8. Compliance with Laws

8.1. Each party shall comply with all laws, rules and regulations applicable to the party in connection with the performance of its obligations under the Agreement. “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgement, decree, other requirement, or rule of law of any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any arbitrator, court, tribunal of competent jurisdiction.

9. Limitation of Liability

9.1. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY

FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2. IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNTS PAYABLE UNDER THIS AGREEMENT FOR THE PERIOD OF ONE YEAR PRIOR TO THE BREACH.

10. Disclaimer

10.1. The Supplier is solely responsible for the quality, performance, and compliance of the goods and services with applicable Laws. buy better® does not endorse or recommend any specific goods or services provided by the Supplier.

10.2. Any claims, disputes, or issues arising from the goods and services supplied under this Agreement through the Supplier Catalogues shall be addressed directly between the Supplier and the Purchaser. buy better® shall not be a party to, nor have any liability or responsibility in, any such claims, disputes, or issues, including with respect to payment or lack of payment by Purchasers.

11. Representations and Warranties

11.1. The Supplier represents and warrants to buy better® and the Purchasers that all goods supplied under this Agreement shall be free from defects in material and workmanship, meet industry standards, be free and clear of all liens and encumbrances, and shall conform to the descriptions and specifications set forth in Exhibits C and D.

11.2. The Supplier represents and warrants to buy better® and the Purchasers that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with industry standards, and shall conform to the descriptions and specifications set forth in Exhibits C and D.

12. Confidentiality

12.1. “Confidential Information” means any information that is treated as confidential by a party, including, without limitation, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing. Confidential Information shall not include information that: (a) is already known to the party receiving the information (the “Receiving Party”) without restriction on use or disclosure before receipt of such information from the party disclosing the information (the “Disclosing Party”) party; (b) is or becomes generally known by the public (including through disclosure on the Technology Platform) other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.

12.2. The Receiving Party agrees:

Not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its and its affiliates, and their officers, directors, employees, consultants, and legal advisors who have a “need to know”, who have been apprised of this restriction and who are themselves bound by non-disclosure obligations at least as restrictive as those set forth in this Section 12;
To use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement;
To treat and safeguard the Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; and
To promptly notify the Disclosing Party if it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party.

12.3 If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice as required herein, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose.

13. Dispute Resolution

13.1. Disputes Between Purchasing Group and Supplier: Any disputes, controversies, or claims arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, between buy better® or the Purchasing Group and the Supplier, shall be resolved through the following process:

13.1.1. Negotiation: The parties shall first attempt to resolve the dispute through goodfaith negotiations. Either party may initiate negotiations by providing written notice outlining the nature of the dispute to the other party.

13.1.2. Mediation: If the dispute cannot be resolved through negotiation within sixty (60) days of the initial notice, the parties agree to attempt to resolve the dispute through mediation. The mediation shall be conducted by a mutually agreedupon mediator. If the parties cannot agree on a mediator, either party may request that a mediator be appointed by the ADR Institute of Canada (ADRIC).

13.1.3. Arbitration: If the dispute remains unresolved thirty (30) days after the commencement of mediation, either party may submit the dispute to binding arbitration. The arbitration shall be conducted in accordance with the rules of the ADR Institute of Canada (ADRIC), as mutually agreed by the parties. The arbitration award shall be final and binding on the parties and may be entered in any court of competent jurisdiction.

13.2. Direct Relationship Between Purchaser and Supplier: The Supplier acknowledges and agrees that their relationship with the Purchaser is direct and independent of buy better®. Any disputes, controversies, or claims arising out of or relating to the goods and services provided by the Supplier to a Purchaser shall be resolved directly between the Purchaser and the Supplier. buy better® shall not be a party to, nor have any liability or responsibility in, any such disputes, controversies, or claims.

13.3. Exclusion of Purchasing Group Liability: buy better® and the Purchasing Group shall not be liable for any actions, claims, damages, or liabilities arising out of or relating to the goods and services provided by the Supplier to the Purchasers or vice versa. The Supplier agree to indemnify and hold harmless buy better® and the Purchasing Group from any and all such actions, claims, damages, or liabilities.

13.4. Continuation of Performance: During the pendency of any dispute, controversy, or claim between the Supplier and any Purchaser, the parties shall continue to perform their respective obligations under this Agreement.

14. Change of Ownership

14.1. In the event of a change of ownership of the Supplier, this Agreement shall automatically be novated to the new owner, ensuring that all terms, conditions, and obligations remain in full force and effect. The Supplier agrees to notify buy better® in writing at least 30 days prior to any change in ownership. The new owner shall assume all rights and responsibilities under this Agreement without the need for a separate novation agreement, ensuring continuity of service and compliance with all contractual obligations.

15. Insolvency

15.1. In the event that a Member becomes insolvent or enters into bankruptcy or credit protection proceedings, the Supplier shall remain obligated to pay the Purchasing Group all outstanding rebates for all other Members and the Fees to buy better®. The Supplier’s obligations under this clause shall survive the insolvency or bankruptcy of any individual Member, ensuring that the Purchasing Group continues to receive the benefits of the negotiated rebates on behalf of its remaining Members.

16. Indemnification

16.1. Each party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party and its respective affiliates, officers, directors, employees, and agents (together the “Indemnified Parties”), from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees and costs) arising out of or in connection with any breach of this Agreement, or the negligent, wrongful, or intentional acts or omissions of the Indemnifying Party, its employees, agents, or subcontractors.

17. Miscellaneous

17.1. No Exclusivity or Volume Guarantees: The Supplier acknowledges that in entering into this Agreement no form of exclusivity has been conferred on, or volume guarantee has been granted by buy better® in relation to the provision of goods and services by the Supplier. No undertaking or any form of statement, promise, representation or obligation shall be deemed to have been made by buy better® in respect of the total quantities or values of the purchase orders by the Purchaser pursuant to this Agreement and the Supplier acknowledges and agrees that it has not entered into this Agreement on the basis of any such undertaking, statement, promise or representation.

17.2. Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating an agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract or bind the other party in any matter whatsoever.

17.3. Governing Law: This Agreement and all related documents, exhibits and schedules attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein.

17.4. Choice of Forum: Subject to Section 13, any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, shall be instituted in the courts of Province of Alberta and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding.

17.5. Assignment: The Supplier may not assign any rights or obligations in connection with the transactions contemplated by this agreement without the prior written consent of buy better®, which consent shall not be unreasonably withheld, and any attempted assignment without such consent shall be of no force or effect, except to the extent such assignment is to an affiliated entity of the Supplier, in which event the Supplier will provide prompt written notice of such assignment to buy better®.

17.6. Severability: If any provision of this Agreement is deemed to be illegal, unenforceable, or invalid, in whole or in part, the validity and enforceability of the remaining provisions shall not be affected or impaired, and shall continue in full force and effect.

17.7. Notices: Each party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, by email (with confirmation of transmission), or by recognized overnight courier service, and addressed to the other party at the addresses that the receiving party may designate as their business address from time to time. Notices sent in accordance with this Section 15.3 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email (with confirmation of transmission) if sent during the addressee’s normal business hours, and on the next business day if sent after the addressee’s normal business hours; and (d) on the third day after the date mailed by certified or registered mail by the Canada Post Corporation. Where explicitly provided for in this Agreement, certain communications will be provided via the Technology Platform.

17.8. Survival: The rights and obligations of the parties set forth in this Section 17 and in and Sections 9 (Limitation of Liability), 10 (Disclaimer), 12 (Confidentiality), and 16 (Indemnification) and any right or obligation of the parties in this Agreement, which, by its nature, should survive termination or expiration of this Agreement, will survive any termination or expiration of this Agreement.

17.9. Force Majeure: No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached the Agreement, for any failure or delay in performing its obligations (except payment obligations) arising from any delay or default caused by events beyond the reasonable control including, but not limited to, a) acts of God; b) flood, tsunami, fire, earthquake, explosion; c) epidemics, pandemics; d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; e) government order, law or actions; f) embargoes or blockades in effect on or after the date of this Agreement; g) national or regional emergency; h) shortage of adequate power or telecommunications or transportation facilities; i) failure of any governmental or public authority to grant a necessary licence or consent; j) wide-scale supply chain disruptions and k) other similar events beyond the reasonable control of the parties.

17.10. Waiver: No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any right, remedy, power or privilege.

17.11. Controlling Document: As between the parties, in the event of any express conflict between the terms and conditions contained in the body of this Agreement and terms and conditions of any Exhibits, the terms and conditions of this Agreement shall prevail.

17.12. Amendments: This Agreement may be amended only by a written agreement signed by both parties.

17.13. Entire Agreement: This Agreement, including all Exhibits and associated documents attached, embodies the entire understanding between the Supplier and buy better® and supersedes all written and oral agreements, if any, which directly relate to the subject matter of this Agreement. No additional terms, conditions, consents, waivers, alterations, or modifications shall be binding unless in writing and signed by the parties.

.END.

Version 1.3 March 2025