TERMS & CONDITIONS OF PURCHASE ORDER

INVOICES
Commercial Invoices in duplicate showing our order number must be supplied.

CUSTOMS INVOICES
Must be supplied in quintuplicate as per Canada Customs requirements. Must be mailed on the day of shipment.

PATENTS, TRADEMARKS, ETC.
Seller warrants that the use or sale of the goods purchased hereunder will not infringe any patent, trademark or copyright. Seller agrees to defend at Seller's own risk and expense all suits, actions and proceedings brought against the Purchaser for actual or alleged infringement of any paten~ trademark or copyright resulting from the use or sale of goods purchased hereunder. Seller agrees to pay and discharge all judgements and assessments which may be rendered in such suits, actions and proceedings against the Purchaser.

LIABILITY
Seller shall;

(a) be liable for and shall indemnify and save harmless the Purchaser of and from all manner of actions, causes of action, proceedings, claims, demands, losses, costs, damages and expenses whatsoever which may be brought against or made the Purchaser of which the Purchaser may sustain, payor incur as a result of or in connection with the performance, purported performance or non-performance of this purchase order of the work hereunder by the Seller or subcontractors thereof and regardless of whether the same result from or in connection with the use by the Seller or subcontractors thereof of any machinery, tools or equipment belonging to the Purchaser, or from in connection with the negligence or willful acts of omissions of the Purchaser, its servants, agents, employees or its other contractors.

(b) at all times payor cause to be paid any assessment or contributions required to be paid pursuant to the Worker's Compensation Act of each province in which the work is to be performed and upon failure to do so the Purchaser, in addition to any other rights reserved to it under this contract, may retain the amount of such assessment or contribution from any payment then due or to become due to the Seller under this contract. Before commencement of the work under this contract the Seller shall deliver to the Purchaser at the office from which the work is being supervised, certificates from the relevant Worker's Compensation Board that all assessments and contributions payable to the relevant Worker's Compensation board have been paid by the Seller and his subcontractor and before final payment is made by Purchaser, the Seller shall deliver similar certificates to the Purchaser with his application for final payment.

OWNERSHIP
Ownership of and all rights with respect to any work purchased under this order including all creative ideas incorporated therein, all preliminary materials, sketches, layouts, negatives, photographs, designs, blueprints, or specifications relating thereto, shall be vested exclusively in the Purchaser. The Purchaser may copy or reproduce all materials purchased hereunder for all purposes and may use the same in all media.

CANCELLATION
The Purchaser may at its option and without liability to the Seller cancel, suspend or curtail at any time or times, whether before or during performance, the whole or any portion of this purchase order. In the event (a) the seller fails to perform in accordance with the terms and conditions hereof, including, without limitation, failure to deliver on or before the required delivery date specified on the face hereof, (b) the Seller ceased to conduct its business in the normal course, (c) any proceeding under any bankruptcy or insolvency laws is brought by or against the Seller, (d) a receiver of Seller is appointed or applied for, or (e) an assignment for the benefit of creditors is made by the Seller. If none of such events shall have occurred, the Purchaser may still at its option cancel, suspend, or curtail at any time or times, whether before or during performance, the whole or any portion of this purchase order provided that if none of the said events shall have occurred and the Purchaser shall have exercised its said option, then the Purchaser shall be liable to pay to the Seller the amount if any then due to the Seller hereunder in connection with the purchase order or such portion thereof as the case may be plus such amount, if any, as the Seller is required to pay by way of cancellation of any commitments made by the Seller in anticipation of performing this purchase order or such portion thereof, as the case may be. The Purchaser may exercise its said option by giving less than 24 hours prior notice to the Seller. Except as provided in this clause the Purchaser shall be under no liability to the Seller for cancelling, suspending or curtailing this purchase order or any portion of this purchase order.

HEALTH & SAFETY
Seller agrees to provide safe equipment for the conduct of the Services and to provide and perform the Services safely and in accordance with applicable Laws relating to employment standards and occupational health and safety with regard to the protection of persons or property. Seller recognizes that it has been provided with the opportunity to review the Purchaser’s health and safety rules and policies applicable at the site locations and the Seller shall comply with, and ensure its employees and subcontractors comply with these rules and policies when present or conducting work at or in conjunction with a Purchaser’s workplace or facility. The Seller shall not bring, use, store, or dispose of any hazardous materials at or on the Purchaser’s site without the Purchaser’s prior written approval.

GENERAL
This contract shall not be assigned or sublet by the Seller without the prior written consent of the Purchaser. This contract shall be construed in accordance with the laws of the Province of Alberta, Canada.