MAS - FTS Forest Technology Systems LTD. - GS07F9253S

GSA contract number: GS-07F-9253S

GENERAL SERVICES ADMINISTRATION

Federal Supply Service

Authorized Federal Supply Schedule Price List

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order is available through GSA Advantage! a menu-driven database system. The INTERNET address for GSA Advantage! is http://www.gsaadvantage.gov

Schedule

GSA MAS Schedule

Contract number

GS-07F-9253S

Contract period

December 1, 2005 to November 30, 2025

Contractor

FTS Forest Technology Systems Ltd

1065 Henry Eng Place, Victoria, BC, Canada, V9B 6B2

P: 250.478.5561

TF: 1.800.548.4264

sales@ftsinc.com www.ftsinc.com

Contractor’s Administrator

Dan O’Connell

P: 301.417.5244 doconnell@earthnetworks.com

Kevin Watanabe

P: 510.732.9229 kwatanabe@ftsinc.com

Business Size

Small http://www.gsaadvantage.gov/ mailto:sales@ftsinc.com http://www.ftsinc.com/ mailto:doconnell@earthnetworks.com

Customer Information

1. Table of awarded special item number(s) (SIN’s)

SIN Description

334513 -Water, Air, Soil and Seismic Measuring

334519ENV -Environmental Measuring Instruments

532490L -Laboratory Maintenance, Repair, Leasing and Warranties

2. Maximum order

$250,000

3 Minimum order

$1.00

4 Geographic coverage (delivery area)

Continental US, Alaska, Hawaii, and Puerto Rico

5 Discount from list prices

All prices herein are net government prices and include the IFF

6 Quantity discounts

No quantity discounts

7 Prompt payment terms

1% net 20

8a Government purchase cards are accepted at or below the micro-purchase threshold

8b Government purchase cards are accepted above the micro-purchase threshold

9a Time of delivery

60 days ARO

9b Expedited delivery

Upon arrangement/customer to pay rush freight charges

9c Overnight and 2-day delivery

Not applicable

9d Urgent requirements

Upon arrangement/customer to pay rush freight charges

10 FOB point

FOB origin

11a Ordering address

FTS Forest Technology Systems Ltd

1065 Henry Eng Place, Victoria, BC, Canada, V9B 6B2

P: 250.478.5561

11b Ordering procedures

For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s), and a sample BPA can be found at the GSA/FSS Schedule homepage, https://www.gsa.gov/portal/content/197989.

https://www.gsa.gov/portal/content/197989

12 Payment address

FTS Forest Technology Systems Ltd

1065 Henry Eng Place, Victoria, BC, Canada, V9B 6B2

P: 250.478.5561

13 Warranty provision

FTS product and services terms and conditions below

14 Export packing charges

Not applicable

15 Terms and conditions of Government purchase card acceptance

Accepted, above, at or below Government micro-threshold

16 Terms and conditions for rental, maintenance, and repair

FTS product and service terms and conditions below. For more detail please contact

FTS Technical Services team at 250.478.5561, service@ftsinc.com

17 Terms and conditions for installation

FTS product and service terms and conditions below. For more detail please contact

FTS Technical Services team at 250.478.5561, service@ftsinc.com

18 Terms and conditions for repair parts indicating date of parts price lists and any discounts from list prices

Please contact FTS Technical Services team at 250.478.5561, service@ftsinc.com

18a Terms and conditions for any other services

Please contact FTS Technical Services team at 250.478.5561, service@ftsinc.com

19 List of service and distribution point(s)

20 List of participating dealer(s)

Please contact FTS at 250.478.5561, sales@ftsinc.com

21 Preventative maintenance

22a Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants)

Disaster recovery, items are available for purchase by State and local Government entities in accordance with

Section 833 Disaster Recovery Purchasing

22b Section 508 compliance for EIT

Not applicable

23 DUNS Number

242470466

24 Notification regarding registration in Central Contractor Registration (CCR) database

FTS is registered with the Central Contractor Registration database mailto:service@ftsinc.com mailto:service@ftsinc.com mailto:service@ftsinc.com mailto:service@ftsinc.com mailto:sales@ftsinc.com

TERMS AND CONDITIONS OF SALE AND SERVICE

These terms and conditions govern the sale and service of all products, parts, data plans and components

("Product(s)") by FTS FOREST TECHNOLOGY SYSTEMS LTD., its subsidiaries, and affiliates ("FTS").

1. Precedence. These Terms and Conditions of Sale (“Terms and Conditions”) take precedence over any additional, supplemental, or conflicting terms and conditions asserted by the purchaser of Products from FTS (the

“Customer”), to which notice of objection is hereby given. Neither FTS’s commencement of performance nor manufacture or delivery of Product shall be deemed or constituted an acceptance of Customer’s supplemental or conflicting terms and conditions. The Customer’s acceptance and use of the Products shall be deemed to constitute confirmation and acceptance of the Terms and Conditions contained herein.

2. Amendment. These Terms and Conditions may only be waived, amended, or modified in a written agreement signed by an authorized representative of the FTS which makes express and unequivocal reference to these Terms and

Conditions.

3. Prices and Payment Terms. The prices and pricing terms for all Product sold by FTS are subject to the terms and conditions set out on the FTS’s price list or as FTS may have separately quoted in writing to the Customer. FTS reserves the right to amend its price list at any time. Payment in full is due from the Customer upon order placement unless Customer’s credit has been approved by FTS. FTS reserves the right at any time to revoke or alter credit terms granted to Customer.

4. Orders. Any and all orders placed by Customer are subject to acceptance by FTS. All orders must include target delivery dates, quantities, and a complete description of Products. Orders may not be cancelled or altered without

FTS’s written consent which may be withheld or granted subject to such terms as the FTS may set. FTS may in its sole discretion allocate Product among its customers.

5. Delivery and Title. Unless otherwise agreed to by FTS, all delivery of Product shall be made FOB place of origin and the carrier shall be deemed to be the Customer’s agent. Delivery of the Product to the carrier shall constitute delivery of the Product to the Customer. Title to Product and risk of loss shall pass to Customer upon delivery to the carrier provided that FTS reserves all right to stoppage in transit. Selection of carrier and of delivery route shall be made by FTS unless specified by Customer. The Customer acknowledges that lead times and delivery dates provided by FTS are estimates only. FTS reserves the right to ship before the delivery date if Product is available to ship. FTS shall not be liable for delays in delivery or for failure to perform due to causes beyond its reasonable control. In the event of delay caused by such event, the date of delivery shall be extended for a period equal to the time lost as a consequence of the delay in delivery without subjecting FTS to any liability or penalty. If Product is damaged, lost or stolen while in the custody of the carrier, FTS shall be deemed to have performed its obligations in full. Delivery of a quantity, which varies from the quantity specified, shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered. Delay in delivery of one installment shall not entitle Customer to cancel other installments. FTS reserves the right to modify, alter, substitute, or discontinue Products without notice and to cancel customer orders related to such

Product without penalty.

6. Product Acceptance/Return Policy. All shipments of Product will be deemed to have been accepted by

Customer upon delivery of the said shipments to Customer or Customer’s agent unless rejected upon receipt. Customer shall perform whatever inspection or tests Customer deems necessary as promptly as possible but in no event later than ten (10) days after delivery of the Product to Customer’s agent, after which time Customer will be deemed to have irrevocably accepted the Products. Any discrepancy in shipment quantity must be reported within ten (10) working days of receipt of the Products. Returned Products must be in the original packaging and must be undamaged. Products not eligible for return, in FTS’ sole judgment, shall be returned to Customer freight collect.

7. Product Warranty. FTS provides a limited 24-month warranty on all FTS manufactured products subject to the following terms and conditions:

(a) FTS warrants for a period of 24 months from the date of receipt of the Product by Customer or Customer’s Agent

(the “Purchase Date”) that the Product:

(i) complies with the FTS product specifications in effect on the Purchase Date; and

(ii) is free of defect in materials and workmanship; subject at all times to the exclusions set out below (the

“Limited Warranty”);

(b) the Customer must notify FTS of a warranty claim in writing within 24 months of the Purchase Date (a “Warranty

Claim”) and must ship, at its own expense, the Product to FTS, or to FTS’s designated depot,

(c) FTS will review and verify each Warranty Claim and will, at its own discretion under each valid Warranty Claim, repair or replace the Product and return or ship the replacement Product to the Customer, free of charge in full satisfaction of the Warranty Claim;

(d) FTS shall be entitled to use new and/or reconditioned parts in performing warranty repair or providing a replacement Product and also reserves the right to use parts or Product of new or improved design in any repair or replacement; all replaced Product and/or any parts removed from repaired Products shall become the property of FTS;

the above warranty will continue to apply and remain in effect for the balance of the warranty period calculated from the Purchase Date (and not the repair or replacement date).

(e) The FTS Limited Warranty set out above does not provide cover or extend to the following which are expressly excluded:

(i) failure due to normal wear and tear of the Product;

(ii) failure due to extreme operating conditions or environment in which the Product is placed;

(iii) failure due to fire, water, neglect, improper installation, generalized corrosion, biological infestations, or input voltages contrary to Product Specifications;

(iv) Products which have been repaired or altered other than by FTS or FTS’ authorized representative;

(v) Products utilized as a component part of another product or equipment assembly;

(vi) failure that is attributable to the improper use, storage, maintenance, installation, or placement of the

Product; and

(vii) failure due to acts of God.

(f) The FTS Limited Warranty is not transferable and only applies to the first end-user purchaser of the Product; and

(g) The Customer acknowledges that FTS does not warrant the results obtained from the Product or the implementation of recommendations made by FTS concerning the use, design, or application of the Product.

Notwithstanding any terms and condition of sale and subject at all times to any of the limitations expressed in the

Limited Warranty, no action by Customer may be brought at any time for any reason against FTS more than twenty-four

(24) months after the facts occurred upon which the cause of action arose.

8. Service Warranty. FTS warrants its service work, repairs, replacement parts and modifications to be free of defects in materials and workmanship for the first 6 months after the service date of the equipment (the “Service

Warranty”). In the event of a valid Service Warranty claim within this timeframe, FTS will repair or replace those defective replacement parts and provide any remedial maintenance to the previously serviced equipment free of charge and in full satisfaction of the Service Warranty claim, subject to the following:

(a) FTS’s obligations under the Service Warranty require that the Customer return of the relevant Product or parts to FTS’ factory located at 1065 Henry Eng Place, Victoria, BC V9B 6B2 or at such other address as may be provided by FTS from time to time, in order for any required repair or maintenance to be conducted.

(b) When a Service Warranty claim is made, it will first be reviewed and verified by FTS to establish any damage or malfunction, so that FTS may determine, in its sole discretion, whether a Service Warranty claim is valid and applicable.

(c) This Service Warranty is limited to those replacement parts that are defective, in the sole judgment of FTS, and any repairs necessitated by those same defective parts, and not to any other parts or services.

(d) If FTS determines that a Service Warranty claim is not valid, the Customer may still choose to have the subject

Products or parts repaired at FTS current rates or returned to them in their original ‘as received condition’ by FTS, at the Customer’s expense.

(e) A standard one-hour evaluation fee, at current FTS rates, applies to all equipment that is returned to FTS for repair and maintenance, including equipment not repaired and returned to the Customer in the ‘as received condition’.

(f) All shipments from FTS shall be by Best-Way freight.

9. Field Service Warranty. FTS warrants its field service to be free of defects in workmanship for the first 3 months after the date on which such field services were performed (the “Field Service Warranty”) by FTS authorized, trained, and certified personnel. In the event of a valid Field Service Warranty claim within this timeframe, FTS will provide any remedial field services free of charge and in full satisfaction of the Field Service Warranty claim, subject to the following:

(a) FTS’s obligation under this warranty shall be limited to field services performed and/or provided by FTS authorized, trained, and certified personnel only.

(b) When a Field Service Warranty claim is made, it will first be reviewed and verified by FTS to establish any damage or malfunction, so that FTS may determine, in its sole discretion, whether a Field Service Warranty claim is valid and applicable.

(c) For each Field Service Warranty claim, FTS will require documentation setting out the FTS authorization, training and certification of any personnel involved in performing and/or providing the related field work.

10. Service Warranty and Field Service Warranty Exclusions. The FTS Service Warranty and Field Service

Warranty set out above do not provide cover or extend to the following which are expressly excluded:

(i) failure due to normal wear and tear of the Product;

(ii) failure due to extreme operating conditions or environment in which the Product is placed;

(iii) failure due to fire, water, neglect, improper installation, generalized corrosion, biological infestations, or input voltages contrary to product specifications;

(iv) Products which have been repaired or altered other than by FTS or FTS’ authorized representative;

(v) Products utilized as a component part of another product or equipment assembly;

(vi) failure that is attributable to the improper use, storage, maintenance, installation, or placement of the

Product;

(vii) failure due to acts of God; and

(viii) for greater clarity, the Service Warranty and Field Service Warranty apply to physical services provided in connection with Products, but do not apply to any Software-as-a-Service which may be offered by FTS from time to time.

11. Data Plans. Data plans provided by FTS will be subject to the terms in this section 11. In the event there is a conflict between this section and another section in these Terms and Conditions with respect to data plans, the terms in this section will prevail.

(a) Data Plan Types: Data plans provided by FTS will be available as subscription data plans (the “Subscription

Data Plan”) or prepaid data plans (the ”Pre-Paid Data Plan”), as may be provided by FTS from time to time, and as set out in an Order. The following applies to such data plans:

(i) In the event the Customer exceeds the data allowance (the “Data Overage”) under the selected

Subscription Data Plan, FTS will automatically increase the Customer to the next tier Subscription Data Plan sufficient to accommodate the Data Overage, and bill for such increased Subscription Data Plan in such period.

In the period following billing for a Data Overage, the Customer will be moved back to the originally selected

Subscription Data Plan.

(ii) In the event the Customer exceeds the amount of data purchased under the Pre-Paid Data Plan, it shall be the sole responsibility of the Customer to purchase additional data to ensure continued data services. The

Customer is solely responsible for monitoring its data usage, and FTS is under no obligation to notify the

Customer of the data consumption amount or continue to provide data services beyond the Pre-Paid Data Plan and FTS shall not be liable for any loss or damages arising from the discontinued provision of data services in the event that the Pre-Paid Data Plan is fully consumed.

FTS reserves the right to amend or withdraw the pricing available under the Subscription Data Plan or Pre-Paid

Data Plan and will notify the Customer 30 days prior to such amendment or withdrawal. Subscription Data Plans will automatically re-new once the period is over unless the Customer provides FTS with one month’s notice of cancellation.

(b) Telephone Numbers: A telephone number may not appear in more than one terminal or SIM. The Customer has no property right to the telephone number and FTS reserves the right to assign, designate, or change the telephone number. If the Customer wishes to change its assigned telephone number, FTS may charge the Customer a fee associated with changing the telephone number.

(c) Data transmission and dropped calls: Data services will generally be available when an authorized satellite is within the satellite footprint. FTS makes no representation as to the success of data calls and dropped calls may occur due to the potential for incorrect use or anomalies. FTS will not be responsible for data call attempts regardless of ultimate successful transmission and the Customer will pay for such data call attempts accordingly.

(d) Subscription Data Plan: If the Customer cancels the Subscription Data Plan before the period is over, FTS will charge the Customer an early termination fee.

(e) Pre-Paid Data Plan Balance: Each prepaid SIM will maintain its balance until the earlier of:

(i) consumption by the Customer; or

(ii) the applicable expiry date for the prepaid credit (the “Validity Period”).

At the end of the Validity Period the remaining balance on the SIM will be forfeited. If the Customer adds additional credit to the prepaid SIM prior to the end of the Validity Period, the Validity Period will be extended to the applicable expiry date of the new prepaid credit. Prepaid SIMs are nonrefundable.

(f) Suspension of a SIM card: Should a SIM card be suspended; the Customer will remain responsible for the charges under the Data plan.

(g) Barring of Terminal/Satellite Equipment: FTS reserves the right to bar the IMEI of a terminal with a SIM card for any breach of the Terms and Conditions. If a terminal is reported stolen the Customer can request FTS to bar the terminal.

(h) Licensing: If the Customer wishes to make use of its data plan while in foreign territories other than as set out in an Order, the Customer will be responsible for obtaining any and all licensing or approvals that will be required to operate within that territory. FTS does not guarantee the authority to radiate from territories other than those allowing trans-border operations of satellite phone equipment without a license.

(i) Data Services: FTS makes no representation that it can provide uninterrupted services and shall not be liable or issue credit for interrupted services unless caused by the gross negligence of FTS. FTS shall not be liable for the acts and omissions of other carriers, equipment failures or modifications related to the transmission of data, or other causes beyond FTS’ reasonable control.

(j) Value-Added Services: The Customer is responsible for all long distance and roaming charges (if applicable), and any Customer elected value-added services.

(k) Additional Terms: The Customer may be required from time to time to agree to additional terms and conditions, acknowledgements, or agreements as may be required by third party service providers as a result of using

FTS’ services and the Customer acknowledges that their use of the data services may be conditional upon acceptance of such terms.

(l) Prohibited Uses: The Customer will not use the Services for the purposes of remote medical monitoring or for location-based services.

(m) Maintenance of Data Services: Data services may require routine maintenance or system reconfigurations and updates (“Data Service Upgrades”). FTS and third-party data service providers have the right to perform such Data

Services Upgrades and will use reasonable efforts to notify the Customer of such Data Service Upgrades prior to implementation.

(n) Customer Information: FTS may need to provide Customer information such as full name, address, fax, email, telephone numbers and account details (the “Customer Information”) to third party service providers. The Customer agrees to provide the Customer Information to FTS and will notify FTS of any changes to the Customer Information, as soon as reasonably possible.

12. Non-FTS manufactured equipment. All warranties herein apply only to Products manufactured and serviced by FTS. Equipment that is provided, but not manufactured or serviced by FTS, is warranted, and repaired according to the extent of the respective equipment manufacturer’s current terms and conditions.

13. Liability Limitations. FTS’s liability on any claim, whether in warranty, contract, negligence, or any other legal theory, for loss, damage or injury arising directly or indirectly from or in relation to the use of Product shall not exceed the purchase price of the Product which gave rise to the claim. IN NO EVENT SHALL FTS BE LIABLE FOR PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER FORSEEABLE OR NOT INCLUDING BUT NOT LIMITED

TO LOSS OF PROFITS OR REVENUES, LOSS OF USE OF GOODS, OR LOSS OF BARGAIN. The Limited Warranty set out above is the sole warranty granted by FTS with respect to the Product and no oral or electronic communications, understanding, representation or warranty made on behalf of or with reference to FTS shall be of any effect or be any basis for further liability. FTS makes no further warranties, guarantees, or covenants, express or implied, concerning the Product other than the Limited Warranty set out above and expressly disclaims any such warranty, covenant or guarantee, and the Customer, where permitted by applicable law, hereby expressly waives any statutory or implied warranty that the Product shall be merchantable or fit for a particular purpose. The Customer or end-user who purchases the Product assumes all responsibility and liability for loss or damage resulting from the handling or use of the Product. Any technical assistance or advice offered by FTS in regard to the use of any Product or provided in connection with Customer’s purchases is given free of charge and only as an accommodation to Customer. FTS shall have no obligation to provide any technical assistance or advice to Customer and if any such assistance or advice is provided, it is provided at the Customer’s own risk, without liability or responsibility on behalf of the FTS and such fact will not obligate FTS to provide any further or additional assistance or advice.

14. Export Control/Use of Product. The Customer certifies that it will be the recipient of Products to be delivered by FTS and acknowledges that the Product may be subject to the export and/or import control laws and regulations including those of Canada and, where applicable, the United States. Customer agrees that it shall, at the request of the FTS, provide end-user documentation and certification and that it shall otherwise strictly comply with all

Canada and U.S. export laws and assume sole responsibility for obtaining licenses and/or permits to export or re-export as may be required. The Customer agrees that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited.

15. Jurisdiction. The terms and conditions of sale for all Products sold by FTS shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without reference to conflict of laws principles.

The Customer and FTS agree that any action, demand, claim, or counterclaim relating to the terms and provisions of the terms and conditions of sale and contract between the Customer and FTS, or to any claimed breach, shall be commenced in a court of competent jurisdiction in the Judicial District of Victoria, B.C., Canada and both parties expressly acknowledge that personal jurisdiction and venue shall lie exclusively in Victoria, BC., and hereby attorn to such jurisdiction. With respect to all disputes, the provisions of the United Nations Convention on Contracts for the

International Sale of Goods 1980 (as amended, replaced, or codified from time to time) shall not apply.

16. Force Majeure. FTS shall not be liable for its inability to secure sufficient quantities of any Product or failure to deliver due to causes beyond FTS’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or

Products through its regular sources, all of which shall be considered as an event of force majeure excusing FTS from performance and barring remedies for non-performance. In the event of a force majeure condition, FST’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting FST to any liability or penalty. FTS may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to Customer.