GENERAL TERMS AND CONDITIONS FOR SALES
1. GENERAL: This Contract of Sales (“Contract”) consists of this document and any documents attached hereto and/or referred to therein. In the event of any ambiguity or conflict among
the terms and conditions of this Contract, the priority thereof shall be in accordance with the following sequence: (a) the face of this document; (b) the documents attached hereto and/or
referred to therein; and (c) these General Terms and Conditions for Sales Contracts. Any proposal or document provided by Buyer for additional or different terms or attempt by Buyer to
vary any of the terms of this Contract shall not apply or become part of this Contract. Any effective modification to these General Terms and Conditions for Sales Contracts shall be
applicable to and valid for this Contract only.
2. PAYMENT AND TAXES: If, following the date of this Contract, the creditworthiness or financial responsibility of Buyer becomes or appears, in Seller’s sole judgment, to have become
impaired or unsatisfactory to Seller, Buyer shall, upon demand by Seller, provide Seller with adequate assurance of Buyer’s due payment of the full Contract price in form and substance
satisfactory to Seller. If Buyer fails to comply with such demand of Seller, such failure may be considered to constitute a repudiation of this Contract by Buyer with respect to Buyer’s
performance not yet due, and Seller shall be entitled to the remedies set forth in Article 9 hereof, in addition to any other remedies available to Seller at law, by statute, in equity or
otherwise. Unless otherwise expressly stated on the face of this Contract, the prices quoted herein do not include any sales, use, excise, ad valorem, receipts or like taxes, import duties, or
any other duties or charges whatsoever currently or hereafter imposed by any governmental authority, and all such taxes, duties and other charges shall be borne by Buyer. Buyer shall
pay the price specified on the face of this Contract without set-off, counterclaim, recoupment or other similar rights which Buyer may have against Seller, which rights shall be exercised in
separate proceedings between Buyer and Seller. Any new, additional or increased freight rates, surcharges (bunker, currency, congestion or other surcharges), taxes, customs duties,
export or import surcharges or other governmental charges, or insurance premiums, which may be incurred by Seller with respect to the Goods or Services after the conclusion of this
Contract shall be for the account of Buyer and shall be reimbursed to Seller by Buyer on demand. If Buyer fails to pay for the Goods or Services in accordance with this Contract, Buyer
shall pay to Seller as liquidated damages and not as a penalty overdue interest at the rate of the lower of eighteen percent (18%) per annum or the maximum interest rate permitted by the
applicable laws, calculated from the due date for such payment until the actual date of payment calculated on the 360 days a year basis for the actual number of days elapsed.
3. DELIVERY AND TITLE: Unless otherwise expressly provided for on the face of this Contract, Seller’s delivery of Goods to a carrier shall constitute due delivery of such Goods to
Buyer. Upon such delivery, title to and risk of loss of the Goods shall pass to Buyer, subject to Seller’s right of stoppage in transit or otherwise. In the event Buyer fails to nominate its
carrier, as applicable, Seller may, at its sole discretion and for Buyer’s risk and account, arrange for the transportation of the Goods to the Buyer’s place of business, without prejudice and
in addition to any other rights and remedies Seller may have under this Contract or at law, in equity, by statute or otherwise.
4. INSPECTION AND ACCEPTANCE: Upon arrival of any Goods at the place to which such Goods shall have been shipped hereunder or upon performance of any Services by Seller at
the place mutually agreed upon between the parties, Buyer shall immediately inspect such Goods or Services at its own cost, and if Buyer finds that such Goods or Services do not
conform to their description in this Contract or any other terms and conditions hereof, Buyer shall, within fifteen (15) days after the arrival of Goods or completion of Services, give Seller a
written notice specifying the details of the nonconformity. A failure of Buyer to give such notice to Seller within such period shall constitute an irrevocable acceptance of Goods or Services
by Buyer. Seller shall have the right, following any rightful rejection, either to substitute conforming Goods or Services, or repair the same within a reasonable period of time after Seller’s
receipt of the aforesaid notice from Buyer.
5.WARRANTY: (a) Seller warrants that the Goods or Services will conform to the description appearing on the face of this Contract. THERE IS NO WARRANTY, CONDITION OR
REPRESENTATION, STATUTORY OR OTHERWISE, THAT GOODS OR SERVICES SHALL BE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE NOR IS THERE ANY
OTHER WARRANTY, CONDITION OR REPRESENTATION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, EXCEPT SUCH AS IS EXPRESSLY SET FORTH IN THIS
CONTRACT. (b) Buyer shall, in claiming a breach of Seller’s warranty, submit to Seller a written notice of claim containing full particulars of the claim and accompanied by reasonably
adequate proof, within ninety (90) days from the date of delivery of such Goods or performance of such Services. Unless such notice is given within the said ninety (90) day period, Buyer
shall be deemed to have waived all claims. (c) If the Goods or Services fail to meet Seller’s warranty, Seller shall, at its option, repair or replace such Goods or Services. This is the
exclusive remedy of Buyer for any claim that the Goods or Services fail to meet the Seller’s warranty. (d) Buyer shall assume all risks and liabilities resulting from any use, process,
consumption, resale or other disposition of the Goods delivered or Services performed under this Contract.
6.INTELLECTUAL PROPERTY: Seller makes no representation or warranty that the sale, use or other disposition of Goods or the performance of Services will not infringe on any patent,
trademark, design, copyright or other intellectual property right (each an “Intellectual Property Right”) of any third party in Canada or any other country. Seller hereby disclaims all liability for
any loss, damages, penalty, claim, suit, action, cost and expense (including, without limitation, attorney’s fees and disbursements) based on, arising out of or otherwise in respect of any
actual or alleged infringement of any Intellectual Property Right of any third party resulting from the sale, use or other disposition of Goods or the performance of Services. In the event
that any claim or dispute arises in connection with any allegation that the sale, use or other disposition of Goods or the performance of Services infringes upon any Intellectual Property
Right of any third party, Seller hereby reserves the right to terminate this Contract in whole or in part and shall have no liability for any loss, damages, cost and expense based upon,
arising out of or otherwise in respect of such termination.
7. LIMITATIONS OF LIABILITY: IN NO EVENT, WHETHER AS A RESULT OF A BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION,
NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE
DAMAGES, FOR ANY LOSS OF PROFIT, REVENUE OR CONTRACT, LOSS OF USE, COST OF DOWNTIME, COST OF SUBSTITUTE GOODS OR SERVICES (WHETHER DIRECT,
INDIRECT OR WHATSOEVER), OR FOR ANY CLAIMS MADE BY BUYER’S CUSTOMERS OR ANY OTHER PERSON FOR SUCH DAMAGES. ALL CLAIMS FOR SUCH DAMAGES,
LOSSES, REVENUES OR COSTS WHICH MAY BE RECOVERABLE BY BUYER AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE, ARE HEREBY EXPRESSLY WAIVED BY
BUYER. ANY OF SELLER’S LIABILITY SHALL BE LIMITED TO THE ACTUAL PURCHASE PRICE PAID BY BUYER FOR GOODS OR SERVICES ON WHICH SUCH CLAIM IS MADE.
8. FORCE MAJEURE: Seller shall not be liable for any delay or default in delivery of any Goods or performance of any Services if such delay or default is directly or indirectly due, in
whole or in part, to act of God or of a public enemy, war (whether declared or not) or act of terrorist or threat of the same, export restriction, act of any government or any state or political
subdivision thereof, court injunction or order, fire, flood, explosion or other catastrophe, epidemic or quarantine restriction, strike, lockout, sabotage, slowdown or other labor disputes,
explosion, accident, breakdown or unavailability in whole or in part of machinery, plant, transportation or loading facility, inability or difficulty to obtain power, material, labor equipment or
transportation, freight embargo, delay or failure in suppliers’ or subcontractors’ furnishing goods or services to Seller due to any such cause, any supplier’s or subcontractor’s insolvency or
bankruptcy, or any other cause or causes beyond the reasonable control of Seller. In the event of any such occurrence, Seller may, at its option, extend the time of delivery of the Goods or
performance of Services or terminate unconditionally and without liability the unfilled portion of the Contract to the extent so affected orprevented.
9. DEFAULT: If Buyer fails to carry out any of the terms and conditions of this Contract or of any other contract with Seller, or becomes insolvent, or if a proceeding is instituted or
commenced by or against Buyer under any bankruptcy, insolvency or similar law, or if a receiver, trustee or liquidator is appointed for Buyer or any of its assets, or Buyer executes an
assignment for the benefit of creditors, Seller may, at its sole discretion, (i) terminate this Contract or any part thereof, (ii) declare all obligations of Buyer immediately due and payable, (iii)
resell the Goods or Services, (iv) hold the Goods for Buyer’s account and risk, (v) postpone the delivery of Goods or performance of Services and/or (vi) stop the Goods in transit, without
prejudice and in addition to any other rights or remedies available for Seller under this Contract or at law, by statute or in equity. Buyer shall reimburse Seller for all losses or damages
arising directly or indirectly from such events of default.
10.REMEDIES: The remedies herein reserved to Seller shall be cumulative and in addition to any other or further remedies provided at law, by statute or in equity.
11.APPLICABLE LAW AND RULES; AND SUBMISSION TO JURISDICTION: This Contract shall be governed by the laws of the Province of Alberta, without regard to the conflicts of
laws principles thereof; provided, however, that if this Contract is made for the sale or delivery to Buyer the address of which shown on the face of this document is outside Canada, the
trade terms provided herein such as EXW, FAS, FOB, CIF or DDU shall have the meanings set forth in the Incoterms© 2000. Seller and Buyer hereby expressly exclude the application of
the 1980 United Nations Convention on Contracts for the International Sale of Goods with respect to the sales covered by this Contract. Buyer hereby irrevocably consents to the
jurisdiction of the Federal and Alberta provincial courts located in the City of Edmonton in connection with any and all suits, actions or other proceedings arising out of or in relation to this
Contract. BUYER SPECIFICALLY WAIVES ANY RIGHT TO A JURY TRIAL.
12.CONFIDENTIALITY: Buyer shall not use any proprietary information received from Seller hereunder (other than such information as is known to Buyer or in public domain without the
fault of Buyer) for any purpose other than the performance of this Contract, and shall not disclose the same to any third party.
13.ENTIRE AGREEMENT; MODIFICATION ASSIGNMENT; AND WAIVER: This Contract constitutes the entire agreement between Buyer and Seller in respect of the subject matter
hereof and supersedes all prior agreements whether written or oral, with respect thereto. Any alterations or modifications hereof shall be by mutual agreement of the parties and shall not
be binding on Seller unless agreed to by Seller in writing. Buyer shall neither assign any rights nor delegate any duties under this Contract without the prior written consent of Seller. No
claim or right of Seller arising out of a breach of this Contract shall be discharged in whole or in part by waiver or renunciation of such claim or right unless such waiver or renunciation is
made by Seller in writing. No delay on the part of Seller in exercising any right hereunder shall operate as a waiver or renunciation thereof, nor preclude any further exercise thereof or the
exercise of any other such right.