PURCHASE AND SALE
Seller agrees to sell, and Buyer agrees to buy, the quantity of materials (the "Products") as further set forth in the attached invoice (the "Invoice") in accordance with these terms and conditions of sale.

QUANTITIES
It is understood that the Products to be delivered under this Invoice may vary by ten percent (10%) more or less than the quantity ordered.  In the absence of manifest errors, Seller's weights and measures shall govern.

DELIVERY
All sales are FOB the place of shipment, with insurance and freight paid by the Buyer and for its account by a common carrier of Seller’s choice following a route of common carrier's choice and with the place of destination to be the common carrier's delivery point nearest to Buyer's plant.  Any payment of insurance or freight by Seller in derogation of the "FOB" terms shall be conclusively construed to be the act of Seller as Buyer's agent even though such prepayment is in Seller's name and Buyer shall promptly reimburse Seller in full for such payment.

PAYMENT
Deliveries shall be subject to Buyer's prior cash payment in full or prior credit arrangements with Seller on a delivery-by-delivery basis.  If payment is not made in accordance with the terms hereof, or if Seller has any doubt at any time as to Buyer's financial condition, Seller shall have the right, at its option, to withhold delivery of Products.  Failure to pay the purchase price by the due date constitutes a fundamental breach of contractual obligations.  In the event of a default in payment by Buyer, Seller is entitled to charge interest on the amount outstanding at the rate of 1.5% per month.

FORCE MAJEURE
Seller's failure or inability to make any delivery when due, or the failure or inability of Seller to effect timely performance on any other obligation require of it, if caused by "force majeure" as hereinafter defined, shall not constitute a default hereunder or subject Seller to any liability, provided, however Seller shall promptly notify Buyer of the existence thereof and of its expected duration and the estimated effect upon its ability to perform its obligations.  Seller shall promptly notify Buyer when the force majeure circumstance has ceased to affects its ability to perform its obligations hereunder.  The quantity to be delivered hereunder shall be reduced to the extent of the deliveries omitted for such cause or causes, unless both parties agree that the total quantity to be delivered hereunder shall remain unchanged.  For so long as its ability to perform hereunder is affected by such force majeure circumstance.  Seller may, at its option, elect to allocate its total production of such product among its various requirements (e.g., manufacturing and sales) in such manner as Seller deems practicable.  During the time that Seller is unable to make deliveries or otherwise perform, it shall not be obligated to procure any quantity of product sold hereunder from any alternate producer or suppler.  As used herein, the term "force majeure" shall mean any act of God, nature or the public enemy, accident explosion, operation malfunction or interruption, fire, storm, earthquake, flood, drought, perils of the sea, strikes, lockouts, labor disputes, riots, sabotage, embargo, war (weather or not declared and whether or not Canada is a participant), terrorism or threats of terrorism, Federal, Provincial or municipal legal restriction or limitation or compliance therewith, failure or delay of transportation, shortage of or inability to obtain raw materials, supplier, equipment, fuel, power supply, or any other circumstances of a similar or different nature beyond the reasonable control of Seller.  Seller shall not be required to resolve labor disputes or disputes with suppliers of raw materials, supplies, equipment, fuel or power, except in accordance with such party's business judgment as to its best interest.

LIMITED WARRANTY
Seller makes no warranty of any kind express or implied, except that Seller owns the Product and the Products conform to Seller's or manufacturer's standard specifications.   SELLER MAKE NO OTHER REPRESENTATIOINS OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION THE ABSENCE OF CONTAMINANTS.  The warranties set forth herein are made only to Buyer and are not transferable by Buyer to its customers or any other party.

SOLE AND EXCLUSIVE REMEDY
Buyer shall notify Seller of any failure of the Product to conform to the limited warranty set forth in the preceding paragraph within five (5) calendar days after receipt by Buyer of the Product in question.  Upon receipt of such non-conforming notice from Buyer, Seller shall review and inspect the Product in question.  In the event that Seller determines that the Product is nonconforming after conducting such review and inspection, then Seller shall, at its sole option, replace nonconforming Product or refund the purchase price thereof to Buyer, provided, however that Seller's obligation to replace nonconforming Product or refund the purchase price shall not commence until Seller has received confirmation of return of the nonconforming Product from Buyer.  Any transportation charges incurred by Buyer in returning of the Product shall not be reimbursed unless authorized in advance by Seller.  SUCH REPLACEMENT OR REFUND SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE LIMITED WARRANTY PROVIDED IN THIS SECTION.

LIMIT OF SELLER'S LIABILITY
SELLER'S TOTAL LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING OF OF ANY CAUSE WHATSOEVER (WHETHER SUCH CAUSE BE BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) SHALL IN NO EVENT EXCEED THE PURCHASE OF THE PRODUCTS.  SELLER SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE OFR ANY ( AND BUYER SHALL INDEMNIFY SELLER FROM AND AGAINSTA ALL (i)INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES AND (II) DAMAGES INCURRED, SUFFERED OR PAID BY SELLER RESULTING FROM THIRD PARTY CLAIMS RELATING TO THE PURCHASE, SALES, TRANSPORTATION, HANDLING , STORAGE OR USE OF TEH PRODUCTS.  THIS LIMITATION OF LIABILITY SHALL SURVIVE THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED HEREINABOVE.  If Seller furnishes technical or other advice to Buyer, whether or not at Buyer's request, in connection with the Product, Seller shall not be liable therefore (whether in contract, warranty, strict liability, tort (including negligence) or otherwise) and Buyer assumes all risk of such advice and the results thereof.  The limitations of Seller's liability in this paragraph are without prejudice to any limitation or restriction available to Seller under contract, statute, other law or equity.

BUYER'S CLAIMS PROCEDURE
Buyer specifically acknowledges that Seller manufactures the Products for sale to customers for use in a wide range of applications.  Buyer specifically assumes all responsibility for determining whether or not the Products sold hereunder are suitable for the applications for which Buyer will use or resell such Products and Buyer specifically assumes all responsibility for determining whether or not said Products as delivered are appropriate for the intended applications.  Buyer shall examine each delivery of Products pursuant to this Agreement upon receipt hereof.  Within five (5) days from each such delivery, Buyer shall notify Seller in writing of any claims on account of weight, quality, loss of or damage to the Products so delivered.  Failure to so notify Seller shall constitute a waiver by Buyer of all claims with respect to all of the Products so delivered.  Use or resale of Products shall be deemed to mean Seller's satisfactory performance of the Agreement in respect of such Products.

INTERPRETATION
These terms and conditions, together with the Invoice to which they are attached, constitute the entire agreement between the parties tin connection with the Product described in the invoice unless the Invoice is delivered pursuant to a written purchase agreement incorporated into a single instrument which is signed by duly authorized representative of Buyer and Seller and which governs the purchase and sale of the Products described in the Invoice (a "Purchase Agreement").  Any inconsistencies between these terms and conditions and such a Purchase Agreement shall be decided in favor of the Purchase Agreement.  Each partial delivery of the total quantity of Products specified in the Invoice shall be a separate sale.

GOVERNING LAW, VENUE AND JURISDICTION
The validity, interpretation and performance hereof and any dispute connected herewith shall be governed and construed in accordance with the substantive laws of the Province of Alberta, without regard to it choice of law rules.  Any and all disputes arising under the Agreement shall be decided exclusively in Provincial or Federal court of competent jurisdiction of Calgary, Alberta, all at Seller's election.  ANY GOODS SOLD UNDER THIS AGREEMENT IN CROSS-BORDER TRANSACTIONS ARE SUBJECT TO THE UNIFORM COMMERCIAL CODE THAT IS GENERALLY ADOPTED IN CANADA AND ARE NOT SUBJECT TO THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALES OF GOODS.