Terms and Conditions

1. By taking delivery of the products as provided below, the buyer hereby accepts the products “as- is, where-is, with all faults” and without any warranty or representation, express or implied, of any kind, including, without limitation, any warranty or representation as to condition, composition, design, construction, completeness, merchantability, suitability for use, value, contents, fitness for any purpose, or the presence of hazards or hazardous or dangerous material or conditions within, upon or around the products. Buyer acknowledges that, prior to taking delivery of the products as provided below, it has inspected or been deemed to have inspected the products and is aware of or is deemed to be aware of and has accepted the condition of the products including, without limitation, any and all defects (latent or otherwise), environmental liabilities, damage, contents, composition, contamination, hazards and hazardous conditions associated with the products (including, without limitation, hazardous or dangerous substances contained within or upon the products).

2. Blue Steel PVF Ltd. (the “Seller”) shall, at its own expense, arrange for delivery of the products to the location that is mutually agreed-to in writing by the Seller and the buyer (the “Delivery Point”).

3. The buyer shall be deemed to have taken delivery of the products, including full title to and responsibility for the products (including, without limitation, risk of loss and/or damage thereto), upon arrival at the Delivery Point. While on site at the Delivery Point, in unloading the products and in thereafter handling and utilizing the products, buyer assumes full and sole responsibility and liability for the products and its agents, employees and contractors, and the conduct, acts and omissions of its agents, employees and contractors.

4. UNDER NO CIRCUMSTANCE SHALL SELLER BE LIABLE TO BUYER OR ANY OTHER PERSON FOR ANY DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, DAMAGE TO PROPERTY, REWORK, INVESTIGATION AND REPAIR OR REPLACEMENT COST, LOSS OF PROFITS, INCREASED COSTS OF OPERATIONS, DIMINUATION IN VALUE OR LOSS OF GOODWILL ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION OR USE OF THE PRODUCTS. IN THE EVENT SELLER IS FOUND TO HAVE ANY LIABILITY FOR ANY REASON WHATSOEVER, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT, LAW, EQUITY OR OTHERWISE, THE MAXIMUM AGGREGATE LIABILITY OF SELLER TO BUYER SHALL BE LIMITED IN ALL CIRCUMSTANCES TO THE PRICE PAID BY BUYER TO SELLER FOR THE PRODUCTS GIVING RISE TO THE DAMAGE OR LOSS. THIS LIMITATION OF LIABILITY IS A CONDITION OF THE SALE OF THE PRODUCTS BY SELLER AND THE PARTIES ACKNOWLEDGE THAT THE PRICE PAYABLE FOR THE PRODUCTS WOULD HAVE BEEN SUBSTANTIALLY GREATER IN THE ABSENSE OF THIS LIMITATION OF LIABILITY.

5. Buyer shall be liable to, and in addition shall defend, indemnify and hold harmless, the directors, officers and employees of the Seller and the Seller’s agents from and against all direct, indirect or consequential liability, loss, damages, injury, fines, penalties, costs, expenses, demands, claims and causes of action of any kind whatsoever (including third party claims or causes of action) directly or indirectly resulting from: (i) transportation upon arrival at the Delivery Point, the unloading, handling, cleaning, disposal and/or use of the products by buyer or any third party; (ii) any act or omission of buyer or any third party, or their respective agents, employees or contractors in respect thereto; and (iii) any breach by the buyer of any term, condition or representation or warranty contained in these terms and conditions.

6. Seller shall not be liable for any damage or penalty for delay in delivery or for the failure to give notice of delay when such delay is due to: delays in shipping or transporting the products; unusually severe weather conditions; an act of God; an act of civil or military authority; war; riot; labour action; fire; explosion; shortage of a utility, facility, with any other action taken to carry out the intent or purpose of any law or regulation; or any other causes which are beyond the reasonable control of Seller. The delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision.

7. The buyer shall procure and maintain, at a minimum, product liability insurance for a period of not less than 24 months from the date the products are delivered, with a combined single limit of not less than $5,000,000 (plus associated defence costs) per occurrence for bodily injury, death and property damage (including loss of use thereof). The above policy of insurance shall (a) name the Seller as an additional insured and contain a waiver of subrogation in favour of the Seller, (b) provide that the insurer will provide the Seller with notice in writing not less than 30 days prior to any reduction in coverage or cancellation, (c) be placed with an insurer having an assigned rating of not less than A VIII by A.M. Best or equivalent, licensed in the jurisdiction where the products are sold and (d) provide for worldwide territory, liabilities and suits. The buyer shall be responsible and liable, with respect to each claim or occurrence, for all deductibles and premiums.

8. The Seller covenants and agrees that the products shall, at all times, be free and clear of all encumbrances and other claims pursuant to any applicable law, and that legal title to the products shall pass from the Seller to the buyer as provided above.

9. The United Nations Conventions on Contracts for the International Sale of Goods (CIGS) shall not apply to these terms and conditions.

10. The purchase price payable by the buyer to the Seller for the products shall be paid in accordance with the terms mutually agreed-to by the Seller and the buyer. The purchase price shall be payable without offset, back charge, retention or withholding of any kind.

11. The purchase price is subject to all applicable customs, duties, import duties, excise taxes, value added taxes (including HST or GST, as applicable), sales taxes and any other taxes, charges or levies levied by any governmental authority (“Taxes”). Seller may add to the purchase price any applicable Taxes however buyer is responsible for payment of all Taxes and Seller’s failure to charge or collect any Tax shall not relieve buyer of its obligation for payment of Taxes.

12. The agreement for the purchase and sale of the products may not be subcontracted, transferred or assigned by the buyer, in whole or in part, without the prior written consent of the Seller.

13. Excepting any written communication between the buyer and the Seller concerning the quantity or purchase price of the products, or any other mutual agreement between the buyer and the Seller expressly contemplated hereby, these terms and conditions shall constitute the entire agreement between the parties in respect of the purchase and sale of the products. There are no other statements, representations, warranties, undertakings or agreements, written or oral, express or implied, between the parties, except as hereinbefore provided. Except as hereinbefore provided, any purchase order or other document sent by the buyer to the Seller shall be for its own internal purposes and shall not constitute part of the agreement between the parties.

14. The invalidity or unenforceability of any provision of these terms and conditions shall not affect the validity or enforceability of any other provision of these terms and conditions.

15. The parties are independent companies, the Seller is an independent contractor of the buyer and nothing in these terms and conditions and no course of dealing between the parties will constitute or be deemed to constitute a joint venture, partnership, agency or similar arrangement between the parties.

16. The agreement for the purchase and sale of the products shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, successors, administrators and permitted assigns. The agreement for the purchase and sale of the products shall be governed by the laws of the Province of Alberta and the laws of Canada applicable therein without regard to any choice of law rules thereunder. The Seller and buyer each irrevocably submit to the exclusive jurisdiction of the courts of the Province of Alberta with respect to any claim or matter arising under or in connection with the agreement for the purchase and sale of the products.