STANDARD TERMS AND CONDITIONS OF SALE

1. Hoskin Group’s(“Seller”) Terms and Conditions of the Agreement.
   A. These terms and conditions are incorporated into and made a part of theagreement or proposal (Agreement”) by Seller to sell to the named Buyerthe goods referenced on the face of this document (“Goods”) and services(including; without limitation, any material management, assembly andkitting services, and engineering and design services (whether performedby Seller or a subcontractor)) referenced on the face of this document(“Services”). The Agreement expressly limits Buyer’s acceptance to these termsand conditions. Buyer may reject the Agreement by not ordering orreceiving any Goods or Services. The Agreement does not constitute anacceptance by Seller of any offer or counteroffer of Buyer, and Sellerhereby rejects any different, or inconsistent terms, conditions orlimitations contained in or incorporated by reference in any forms,purchase orders or other documents of Buyer that already have been orhereafter may be presented to Seller with respect to the Agreement.
   B. If Buyer has submitted or will submit additional and/or different termsand conditions to Seller, or submit a counteroffer to Seller, Seller’ssubsequent performance will not be construed as either acceptance ofBuyer’s additional and/or different terms and conditions or Buyer’s counteroffer,nor will Seller’s subsequent performance be viewed as a willingness toaccept any statutory provision that is contrary or in addition to any ofthe terms and conditions hereof.
2. Prices.
   A. Unless otherwise agreed to by Seller in writing, Seller’s prices forthe Goods and Services will be the prices stated on the face of thisdocument or Seller’s standard prices for such Goods and Services as of thedate hereof, provided that, where standard prices for Goods in thequantities ordered as calculated by Seller extend beyond two decimalplaces, Seller shall round such prices for Goods to the nearest twodecimal places for purposes of determining Buyer’s payment obligation withrespect to such Goods; provided, however that Seller may change the pricefor the Goods and Services in accordance with any change to as standardpricing for such Goods and Services prior to the date of shipment of Goodsor performance of Services, as the case may be.
   B. The prices of any and all Goods and Services shall be confidential, andBuyer shall not disclose such prices to any unrelated third party. Sellerand Buyer acknowledge and agree that money damages for any and allbreaches of Buyer’s obligation not to disclose the price of any Goods orServices is both incalculable and insufficient and that any such breachwould irreparably harm Seller. Therefore, in the event of an actual orprospective breach of the obligation of Buyer not to disclose the pricesof any Goods and Services, Seller shall be entitled to a permanent and/ora preliminary injunction to prevent or remedy such breach and shall havethe right to specific enforcement of this Agreement against Buyer inaddition to any other remedies to which Seller may be entitled at law orin equity.
3. Specifications.
   Unless Seller has expressly agreed otherwise in writing, it is Buyer’sresponsibility to ensure that the Goods and Services are the ones that ithas requested and that all specifications and quantities are correct.
4. Shipment of Goods;Performance of Services.
   A. Shipment of all Goods shall be made F.C.A Seller’s warehouse. Buyershall bear the risk of loss and damage to Goods after delivery to thepoint of shipment.
   B. Time shall not be of the essence in this Agreement. Any shipping datesfor Goods or performance dates for Services given in advance of actualshipment of Goods or performance of Services are Seller’s best estimatesfor informational purposes only, and deliveries of Goods and performanceof Services will be made subject to prior orders on file with Seller.Unless otherwise agreed to by Seller in writing, Seller may, in its solediscretion, use any commercial carriers for shipment of the Goods. Sellerwill use its reasonable efforts to comply with Buyer’s requests as tomethod and route of transportation, but Seller reserves the right to usean alternate method or route of transportation, whether or not at a higherrate.
   C. Unless otherwise agreed to by Seller in writing, Buyer will pay allinsurance costs in connection with delivery of the Goods, if any, and beresponsible for filing and pursuing claims with carriers for loss of, ordamage to, Goods in transit.
   D. Buyer is responsible for obtaining at its sole cost and expense any andall necessary licenses and permits for the Goods and Services, including,without limitation, any licenses and permits for transportation.
   E. If Buyer is unable to receive the Goods and/or Services when they aretendered, Buyer will be liable to Seller for any losses, damages, oradditional expenses incurred or suffered by Seller as a result of Buyer’sinability to receive the Goods and/or Services.
   F. Buyer immediately will inspect all Goods upon its receipt of them andwill be deemed to accept the Goods upon receipt. Any claims for shortagesor discrepancies will be waived by Buyer unless made in writing to Sellerwithin five days of receipt of the Goods.
   G. Seller may cancel in whole or in part any order for Goods or Servicesunder the Agreement at any time.
   H. Until Buyer has fully and finally paid all amounts owed to Seller forany Goods, Buyer shall hold such Goods in trust for Seller, and Seller mayrepossess them if Buyer fails to pay for them as per the terms of paymentagreed to in writing.
5. Payment.
   A. All payments for Goods and Services must be made in Canadian currencyor in its equivalent as specified in writing by Seller. Payments for Goodsand Services will be made by such means as Seller may specify, such as bycheque or wire transfer, provided that Seller may refuse, in its solediscretion, payment by any means, including, without limitation, creditcards.
   B. Payment for Goods and Services is due within 30 days from the date ofSeller’s invoice; provided, however that Seller reserves the right, in itssole discretion, to require payment before order entry, shipment, ordelivery.
   C. Seller shall have the right to offset any and all amounts due and owingfrom Seller to Buyer under this Agreement, including, without limitation,any chargebacks or rebates, against any amounts due and owing from Buyerto Seller under this Agreement.
   D. If Buyer defaults in payment, Buyer will be liable for all collectioncosts incurred by Seller including, but not limited to, legal andcollection agency fees, and all related disbursements.
   E. If Buyer does not pay when payment is due, past due amounts are subjectto service charges of two percent (2%) per month or the maximum percentagerate permitted by law, whichever is less.
6. Taxes.
   The purchase price of the Goods and Services does not includetransportation taxes and sales, goods and services, use, excise, import orany similar tax or other governmental charge arising pursuant to or inconnection with the sale, purchase, processing, delivery, storage, useconsumption, performance or transportation of the Goods and Services.Buyer is responsible for payment of any transportation taxes, and
   any present or future sales, goods and services, use, excise, import orany similar tax or other governmental charge applicable to the Agreementand to the sale and/or furnishing of the Goods and Services.
7. Cancellation.
   Buyer may cancel its order for Goods and/or Services, but only if Selleragrees to such cancellation in writing and only after Buyer pays specifiedcharges for expenses already incurred and commitments made by Seller inconnection with the placement of such order(s).
8. Disclaimer ofWarranties.
   SELLER HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES, OTHER THAN WHAT ISEXCLUSIVELY & EXPLICITLY PROVIDED BY THE ORIGINAL EQUIPMENTMANUFACTURER, ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTENOR ORAL, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY CONTRACT, AT LAW,IN EQUITY, BY STRICT LIABILITY OR OTHERWISE, WITH RESPECT TO THE GOODS ANDSERVICES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY,ANY WARRANTY AGAINST DEFECTS IN DESIGN, MATERIALS AND WORKMANSHIP, ANYWARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY AGAINSTREDHIBITORY DEFECTS, ANY WARRANTY OF GOOD TITLE, AND ANY WARRANTY AGAINSTINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY, INCLUDING, WITHOUTLIMITATION, ANY PATENTS, TRADEMARKS, OR COPYRIGHTS. Seller shall, however,if given prompt written notice by Buyer of any claim of alleged patent,trademark or copyright infringement with respect to any Goods use itsreasonable efforts to secure for Buyer such indemnity rights as themanufacturer may offer with respect to such Goods.
9. Exclusive Remedy.
   Buyer’s EXCLUSIVE remedy against Seller for any claim for, or arising outof, any Good tendered to Buyer is the repair or replacement of the Good,or alternatively, at Seller’s sole election, a credit of the purchaseprice of the Good, provided that claim is not arising out of Buyer’snegligence, misapplication, or otherwise not applicable under the warrantyprovided by the original equipment manufacturer for the Good. Buyer’sEXCLUSIVE remedy against Seller arising out of any defect in or inconnection with any Service provided hereunder is the re-performance ofthat Service or, at Seller’s sole election, a credit of the purchase priceof the Service. These remedies only will be available to Buyer for oneyear after the Good is tendered or Service is provided to Buyer, andSeller’s obligations under this Section 9 will be void unless Buyerprovides Seller with notice of the defect in the Good or Service within 30days of discovery of the defect. Any Good returned to Seller for repair,replacement or refund under this Section 9 will be returned by Buyer inaccordance with Seller’s return material authorization procedures then ineffect.
10. Limitation ofLiability.
    NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN TO THE CONTRARY, IN NOEVENT WILL: (A) SELLER BE LIABLE TO BUYER FOR ANY CIRCUMSTANTIAL,CONSEQUENTIAL, CONTINGENT, EXEMPLARY, INCIDENTAL, INDIRECT, LIQUIDATED,MATERIAL, PUNITIVE, SPECIAL, SPECULATIVE OR OTHER DAMAGES, INCLUDING,WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, SALES OR REVENUES, COST OFREPLACEMENT GOODS, LOST BUSINESS OR BUSINESS INTERRUPTIONS, OR ATTORNEYSFEES OR COURT COSTS ARISING IN ANY MANNER PURSUANT TO OR IN CONNECTIONWITH THE AGREEMENT, THE GOODS OR THE SERVICES (EVEN IF SELLER IS MADEAWARE OF THE POTENTIAL FOR SUCH DAMAGES); AND (B) SELLER’S TOTAL LIABILITYRELATED TO ANY GOOD OR SERVICE EXCEED THE PURCHASE PRICE OF SUCH GOOD ORSERVICE.
11. Indemnification.
    A. Upon prompt notice by Buyer of any claim of patent, copyright,industrial design or trademark infringement with respect to any Goods orServices, Seller will use its reasonable efforts to secure for Buyer suchindemnity rights as the manufacturer may customarily give with respect tosuch Goods. This Section 11 sets forth Buyer’s sole and exclusive remedyagainst Seller regarding the infringement by any Goods or Services of anythird-party intellectual property rights, including, without limitation, anypatents, industrial designs or trademarks.
    B. Buyer will indemnify, defend and hold harmless Seller, itsshareholders, officers, directors, employees, agents and representativesfrom and against all losses, damages, liabilities, costs, and expensesincluding, but not limited to, property damage, loss of profits orrevenue, loss of use of any property, cost of capital, cost of purchasedor replacement power or temporary equipment, personal or bodily injury, ordeath (“Losses”), that may arise pursuant to or in connection with theAgreement, the Goods, or the Services (including, without limitation,Losses arising in connection with the performance of Services on Buyer’spremises by Seller’s employees, representatives, agents, orsubcontractors), regardless of whether such Losses are suffered directlyby Buyer or arise pursuant to or in connection with a third-party suit,claim, counterclaim, demand, judgment or other action (each a “Claim”) andregardless of whether or not Seller or any third party is proportionatelynegligent with respect to such Losses and/or Claim, provided that Buyerneed not indemnify Seller for Seller’s obligation, if any, to Buyer underSection 9 above. For the avoidance of doubt and without limitation, thisindemnification obligation requires Buyer to pay any judgments againstSeller or any other indemnified party resulting from any Claim, any courtcosts of Seller or any other indemnified party in connection with anyClaim, and any reasonable attorneys’ fees and disbursements incurred bySeller or any other indemnified party in Seller’s defense of any Claim.Seller will have the sole and exclusive right to conduct the defense ofany Claim at Buyer’s sole and exclusive cost and expense. Buyer’sindemnification obligation does not depend on the truth or accuracy of anyallegations made against Seller, Buyer or any third party.
12. Product Suitability.
    Goods sold by Seller are designed to meet stated safety standards andregulations. Because local safety standards and regulations may varysignificantly, Seller cannot guarantee that the Goods meet all applicablerequirements in each locality. Buyer assumes responsibility for compliancewith such safety standards and regulations in the localities in which theGoods will be shipped, sold and used. Before purchase and use of anyGoods, Buyer should review the product application, and provincial andlocal codes and regulations, and verify that the use and installation ofthe Goods will comply with them.
13. Ownership.
    Seller shall have and retain all right, title, and interest in and to anyand all trade secrets, technical data, sales service and product plans,methodologies, techniques, designs, molds, tools, samples, systems,know-how, expertise and other proprietary information that it may usepursuant to or in connection with any Goods or Services, and Buyer shallnot obtain a license to, or any other property rights in, any such Sellerproperty pursuant to or in connection with this Agreement.
14. Export Controls;Availability; Laws.
    A. Certain Goods may be subject to export controls under the laws,regulations and/or directives of Canada, the United States and variousother countries. Buyer must comply with such laws and regulations and
    not export, re export or transfer these Goods to any country to which suchexport, re-export, or transfer is forbidden or without first obtaining allrequired authorizations or licenses.
    B. Due to government regulations and product availability, not all Goodssold by Seller may be available in every area.
    C. Buyer hereby warrants and represents that it will comply with any andall Laws with respect to the purchase, use, and operation of any and allGoods and Services. For purposes hereof, “Laws” means any international,multinational, national, foreign, provincial, federal, state, municipal,local (or other political subdivision) or administrative laws,constitutions, statutes, codes, ordinances, rules, regulations,requirements, standards, policies or guidances having the force of law,treaties, judgments or orders of any kind or nature whatsoever, including,without limitation, any judgment or principle of common law.
15. Health & Safety
    A. Buyer will maintain safe working conditions at site, including:appropriate procedures regarding Hazardous Materials, energizing andde-energizing power systems, installation and maintenance of goods, andthe use safe lock-out/tag-out procedures.
    B. The Buyer is responsible for properly storing, transporting, anddisposing of all Hazardous Materials introduced or produced at the site.The Buyer will indemnify the Seller of any claims, damages, losses, and/orexpenses related to Hazardous Materials that were or are present at theBuyer’s equipment or site prior to the Seller’s work; or were handled,disposed of, introduced or generated at site by parties’ other than theSeller.
    C. Buyer will advise the Seller in writing of all applicable site-specifichealth and safety requirements and procedures. Seller has the right but isnot required to review and inspect applicable health and safetydocumentation, procedures and conditions at the site. Buyer will discloseto Seller health and safety data regarding conditions that may impact theSeller’s work or personnel at the site and notify Seller of any changes tothese conditions.
    D. If the Seller determines that the health and safety of their personnelat the site is endangered by improper health and safety conditions,including: threat or exposure to Hazardous Materials and unsafe workingconditions the Seller may remove some or all of its personnel from thesite and suspend performance of part of or all of the work.
    E. If the Seller encounters Hazardous Materials in the Buyer’s equipmentor at the site requiring special handling or disposal, the Seller is notobligated to continue work that is impacted by these conditions. The Buyeris responsible for eliminating the hazardous conditions in accordance withapplicable laws and regulations so the Seller’s work may continue safely.
    F. Seller will notify the Buyer if the conditions at the site differ fromthose disclosed by Buyer. If these unexpected conditions impact theSeller’s cost, time, or performance of work, an adjustment will occur inprice and schedule to account for these changes.
16. Interpretation of theAgreement.
    None of Seller’s or Buyer’s shareholders, directors, officers, partners,managers, employees, agents or representatives have any authority toorally modify or alter in any way the terms and conditions of theAgreement. The terms, conditions, and limitations set forth in theAgreement can be modified, altered, or added to only by a subsequentwritten instrument signed by an authorized representative of Seller or bylanguage included on the face hereof. Regardless of how many times Buyerpurchases, or has purchased, goods and services from Seller by whatevermeans, each time Buyer accepts the Agreement Buyer and Seller
    enter into a separate agreement that will be interpreted without referenceto any other agreement between Buyer and Seller, or what Buyer may claimto be a course of dealing or course of performance that has arisen betweenBuyer and Seller. Failure by Seller to enforce any of the terms,conditions and limitations of the Agreement will not constitute a waiverof those terms, conditions and limitations or a waiver of any other terms,conditions or limitations of the Agreement, and the failure of Seller toexercise any right (whether provided by the Agreement, law, equity, orotherwise) arising from Buyer’s default under the Agreement will not constitutea waiver of that right or any other rights.
17. Force Majeure.
    Seller will not be liable for its failure to perform under the Agreement(including, without limitation, the failure to deliver any Goods orperform any Services) due to circumstances beyond its control, including,without limitation, fire, flood, earthquake, pestilence or similarcatastrophe; war, act of terrorism, or strike; lack or failure oftransportation facilities, shortage of suitable parts, materials or labor;any existing or future law, rule, regulation, decree, treaty,proclamation, or order of any governmental agency; inability to securefuel, materials, supplies, equipment or power at reasonable prices or insufficient amounts; act of God or the public enemy; or any other event orcause beyond Seller’s reasonable control, including, without limitation,any delay caused by Buyer (each, a “Force Majeure Event”). If any ForceMajeure Event prevents Seller’s performance of any of its obligationsunder the Agreement, Seller will have the right to (a) change, terminateor cancel the Agreement, or (b) omit, during the period of the ForceMajeure Event, performance of all or any portion of the Services, and/orall or any portion of the quantity of the Goods deliverable during thatperiod, whereupon the total quantity deliverable under the Agreement willbe reduced by the quantity omitted. If Seller is unable to supply thetotal demands for any Goods to be delivered under the Agreement due to aForce Majeure Event Seller will have the right to allocate its availablesupply among its customers in whatever manner Seller deems to be fair andequitable. In no event will Seller be obligated to purchase materials fromother than its regular sources of supply in order to enable it to supplyGoods to Buyer under the Agreement. No change, cancellation or prorationby Seller will be deemed to be a breach of any clause, provision, term,condition, or covenant of the Agreement.
18. Governing Law.
    The negotiation, execution, performance, termination, interpretation andconstruction of the Agreement will be governed by the law of the provincewhere Seller’s office issuing the quotation is located and the Courts ofsuch province shall have exclusive jurisdiction, except for suchjurisdiction’s choice of law rules. You consent to extra-territorialservice of process on you. Any provision of the Agreement held to beinvalid, illegal or unenforceable will be ineffective to the extent ofsuch invalidity, illegality or unenforceability without affecting thevalidity, legality and enforceability of the remaining provisions hereof.
19. Binding Authority.
    Any director, officer, employee, representative, or agent of Buyer signingor otherwise entering into this Agreement hereby represents and warrantsthat he or she is duly authorized to execute and enter into this Agreementon behalf of Buyer.

Rental Cancellation Policy:

Should an Order Confirmation be cancelled more than one (1) business dayprior to the scheduled shipment or pick-up date, no rental charges shall apply.

For cancellations made less than one (1) business day before thescheduled shipment or pick-up date, a charge equivalent to a half-day RentalFee, in addition to any applicable shipping costs, will be incurred for allEquipment listed on the Order Confirmation.

If the Customer cancels the Order Confirmation after the Equipment hasbeen shipped, the Customer shall be responsible for the prompt return of suchEquipment at their own expense and without undue delay. Rental Fees willcontinue to accrue until the Equipment is received by the designated HoskinGroup member facility, unless otherwise expressly agreed to in writing by theCustomer’s designated contact.