TERMS AND CONDITIONS OF SALE

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The Seller and the Buyer agree that "Contract" may refer to an accepted Purchase Order, these Terms and Conditions, or other documentation that confirms a particular order for the Seller's products (the "goods")

Price: Prices quoted will be held firm for the duration stated within the Seller's final quote, or if no duration is stated, for 30 days after the date of the quote. Prices quoted are based on quantities quoted; the Seller reserves the right to re-quote if quantities or delivery differ at the time the order is placed.

Schedule and Delivery: Quotations and sales are Ex Works at the Seller's manufacturing facility in Edmonton, Alberta, unless otherwise expressly stipulated; and all transportation, insurance, customs duties and related charges are for the account of the Buyer. If freight has been included in the price quoted, that portion of the quoted price may be increased or decreased should transportation rates change significantly prior to shipment.
Delivery is subject to federal, provincial and state laws and associated regulations, and the Seller is not responsible for any loss or damage caused by changes to such laws and regulations.

Force Majeure: The Seller is not responsible for delays caused by fires, strikes, disputes with workers, floods, extreme weather, accidents, embargos, transportation delays, shortage of , fuel or other materials, shortage of labour or to any other causes beyond the reasonable control of the Seller. Should such an event occur, the Seller shall have additional time to perform as reasonable; and/or has the option of terminating the Contract by providing written notice to the Buyer.

Shipment: The Seller shall prepare shipments according to the Seller's procedure (available for review upon request) and other applicable standards, to minimize the possibility of rust, breakage or other deterioration in transit; however the Seller accepts no responsibility for such damage. In the event of damage or loss in transit, the Buyer must give immediate notice to the carrier's agent at destination and to the Seller. The Seller will not accept claims for shortage or errors in charges or shipment if not received in writing within thirty (30) days after receipt of goods.

Acceptance: Should the Buyer require inspection by its own representative, at its own cost, the request must be made when the order is placed to allow for price and schedule adjustments if required, and the cost shall be paid by the Buyer. Otherwise, goods are deemed to be inspected and accepted before shipment is made. Buyer's representative(s) may be required to sign a Non-Disclosure Agreement before entering the Seller's facility.

Payment: Unless otherwise stipulated by the Seller, all invoices become net due and payable thirty (30) calendar days after date of invoice, and Seller reserves the right to charge interest or to apply a service charge at the highest rate allowed by law on any overdue invoices. Receipt of remittance by the Seller constitutes date of payment. Title to the goods and transfer of risk passes in accordance with the Incoterm specified in the quote.

Taxes: All taxes, duties, and/or fees that are payable or may become payable by the Buyer under any law or regulation with respect to the sale, purchase, shipment, delivery, storage, use, consumption or transportation of the goods may be added to the invoice and shall be paid by the Buyer.

Export Requirements: If requested by the Seller, the Buyer shall provide the Seller with the identity of the end-user and country of end-use information with respect to the products/services provided by the Seller.

Right to Cancel: All orders, shipments, and settlements are subject to approval by the Treasurer of the Seller. Should the Buyer fail to fulfill the terms of payment for any order, the Seller may defer further shipment until such payments are made or may cancel any or all orders unshipped. The Seller reserves the right to require from the Buyer satisfactory security for performance of the Buyer's obligations under any order placed with the Seller, and refusal or failure to furnish such security will entitle the Seller to suspend shipment until such security is furnished or to cancel the order, or orders, on the unshipped portion thereof. In the event the Buyer cancels any order, the Buyer shall become liable for and pay the Seller's reasonable cancellation charges, including payment for partially completed items, which amount shall be determined for the particular circumstances.

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Warranty: The Seller warrants goods of its own manufacture against defects in material and workmanship when goods are used operated and/or serviced in accordance with prudent oilfield practices and the Seller's written instructions for a period of 12 months from the date the goods are first put into service or 18 months from the date of shipment, Ex-Works Edmonton, Canada, whichever comes first. All other goods purchased are warranted only to the extent of the express warranty of the third party manufacturer and only to the extent that such is enforceable by the Seller.
The Buyer shall promptly notify the Seller of any issue relating to the goods and the Seller shall promptly investigate the issue and advise the Buyer how to proceed. No material may be returned by the Buyer except by prior arrangement with the Seller.
If the Seller requires that the goods be returned to the Seller's facility for inspection, Buyer shall send such goods on a freight pre-paid and DDP basis, per current Incoterm. Should Seller determine after investigation that the repair is covered under the terms of its warranty, the Seller will reimburse the Buyer for its reasonable transportation costs incurred in delivering goods to the Seller's facility for repair. Such costs shall be calculated from an onshore staging area or mutually accepted site to the Seller's facility. The Seller will not be responsible for costs related to rig stand-by time, offshore lifting, re-installation, or any work performed below the waterline, diving support, nor transportation of goods or personnel between the offshore location of the goods and the agreed upon staging area. Costs for offshore transport and providing any temporary equipment to replace defective goods for testing, commissioning or operating shall be borne by the Buyer. The Seller will cover the costs for return of same goods to the Buyer to the same onshore staging area. If it is determined that goods returned for warranty work are not eligible for coverage under warranty, the Buyer shall be responsible for all costs of repairs and transportation.
The Seller will warrant rectified goods or replacement components for one period only of 12 months from rectification, unless a longer warranty period applies.
No liability will be accepted by the Seller for claims for labour, indirect expenditures, punitive or consequential losses. The Seller clarifies that its liability shall be limited to a maximum of 100% of the Contract value. Unless otherwise expressly provided in the Contract, no warranty, either express or implied, is given by the Seller and no express or implied term shall be incorporated as to the fitness, capacity or efficiency of the goods sold.
Due to the unique nature of its goods, repair of defective goods may only be made by the Seller or by a designated Service Representative appointed by it. The Seller will not be liable for resultant expenses should the Buyer choose to repair or replace goods purchased from the Seller. Use of a third party to repair or replace the goods will invalidate the Seller's warranty.
The Seller's liability in case of defects covered by this warranty shall be limited to the obligations referred to therein.

Liability: The total liability of the Seller under or in connection with the Contract, including but not limited to any claim in relation to the performance or breach of the Contract, or arising from the manufacture, sale, delivery, installation, repair or technical correction or other work or services covered by or furnished by the Seller, and whether such claim is based upon warranty, statute, contract, tort (including negligence and strict liability), or any other basis, shall not exceed the Contract price. Except in the case of death or personal injury caused by the Seller's negligence, or liability for defective products under the laws of Canada, the Seller will not be liable to the Buyer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at law, or under the express terms and conditions of the Contract for any loss or damage of any kind, including, but not limited to work stoppage, lost profits, loss of use, goodwill, diminution of value, office overhead, or any other incidental, indirect, special, consequential or punitive loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods (including any delay in supplying or any failure to supply the goods in accordance with the Contract or at all) or their use or resale by the Buyer.

General: Failure of the Seller to enforce any of these conditions or to exercise any right occurring through the default of the Buyer shall not constitute a waiver or acceptance of other or future defaults of the Buyer.
No statement or recommendation made or assistance given by the Seller or its representatives to the Buyer or its representatives, in connection with the use of any products by the Buyer shall constitute a waiver by the Seller of any of the provisions hereof nor affect the Seller's liability as herein defined.
These terms and conditions shall be interpreted in accordance with the laws of the province of Alberta, Canada.
If any of these terms and conditions is held to be illegal, invalid or unenforceable, such provision shall be fully severable and this agreement shall be as if such illegal, invalid or unenforceable provision had never comprised a part of this agreement.