Terms & Conditions

Application of Terms and Conditions. These Terms and Conditions (the “Terms”) shall apply
to and govern all purchases and other transactions to acquire any products from Xceed Oilfield
Supply Ltd.(the “Seller”) by the buyer named in the Sales Order (the “Buyer”). These Terms are
incorporated into and shall apply to each quotation, order or other request of the Buyer to
purchase or acquire the requested products (the “Purchase Order”) and to each contract,
agreement or other legally binding commitment of Buyer to purchase or acquire products (“Sales
Order”).
2. Acceptance. The Terms set forth herein shall constitute the entire agreement and understanding
between Seller and Buyer relating to the products to which the Purchase Order and Sales Order
pertain and merge all prior discussions, understandings, agreements and documents between
them. Any variation to the Terms and any additional or different terms or conditions on any
Purchase Order or other document submitted by Buyer are expressly rejected unless and until
specifically agreed to in writing by a duly authorized officer of the Seller.
3. Price. All orders will be invoiced at the quotation price set forth in the Sales Order. All sales, use,
excise and other applicable taxes shall be charged to Buyer and remitted by Buyer to Seller.
4. Invoices. Separate invoices shall be supplied for each Purchase Order shipment. Each invoice
shall be itemized and shall show quantity, shipment details (including date, shipping method and
F.O.B.), currency, Purchase Order number and Sales Order number. All prices are in Canadian
dollars, unless otherwise agreed.
5. Payment. Unless otherwise noted, all invoices are due no later than thirty (30) days after the
date set forth on the invoice. If the account is placed for collection, all legal fees plus all costs
associated with collection will be assessed to the account.
6. Delivery. Unless otherwise noted, all sales of products are made F.O.B. point of shipment and in
all cases, risk of loss or damage shall pass upon delivery to the common carrier at point of
shipment and thereafter all risk of loss or damage shall be borne by Buyer. Unless otherwise
specifically agreed to in writing by Seller, Buyer shall pay all freight and insurance charges.
Delivery dates, if any, given in advance of actual shipment of products are good faith estimates
and shall not be deemed to represent fixed or guaranteed delivery dates. Loss or damage that
occurs during shipping by a carrier is the Buyer’s responsibility. Buyer must notify Seller within
10 days of the shipment date if you believe any part of your order is missing, wrong or damaged.
7. Warranty. Buyer acknowledges that the Seller is not the manufacturer of the products and that
the Seller makes no representation as to the quality of the products being acquired by the Buyer
pursuant to the Terms hereof. Seller warrants only that it is the unencumbered owner of all
products (or materials) shipped pursuant to these Terms and that the purchase conforms to the
Sales Order. SELLER MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR ANY OTHER EXPRESS OR IMPLIED WARRANTY, WHETHER
WRITTEN OR ORAL. Buyer assumes all risk and liability resulting from the use of the products
delivered pursuant to the Sales Order, whether used singly or in combination with other products.
8. Limitation of Liability. UNDER NO CIRCUMSTANCES, WHETHER ALLEGED AS A RESULT
OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY
OTHER LEGAL THEORY, WILL SELLER BE RESPONSIBLE TO BUYER, OR TO ANY THIRD
PARTY, FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL,
FORESEEABLE OR
OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS
OF USE OF PROPERTY OR DAMAGES FOR PERSONAL INJURY, AND NO CLAIMS FOR
ANY SUCH DAMAGES SHALL BE BROUGHT BY THE BUYER. In no event shall Seller be liable
to Buyer for any amount in excess of the purchase price of the product for which a claim is made.
Buyer shall not back charge, counterclaim or set-off its claims against payments due on its
orders.
9. Return of Products and/or Termination of Orders. Buyer shall not return any products shipped
by Seller without receiving the prior consent of Seller. If Buyer seeks to cancel any part of an
order prior to shipment, such request must be made forthwith to Seller in writing. Except with
respect to products which fail to conform to the Sales Order or to Seller’s limited warranty, all
products returned shall be charged an administration fee in an amount to be mutually agreed to
by the Buyer and Seller. Any product installed, used or modified in any way is not subject to
return.
10. Force Majeure. Any delays in or failure of performance of Seller shall not constitute default or
give rise to any claims for damages if and to the extent that such delay or failure is caused by
occurrences beyond the control of Seller, including, but not limited to: acts of God or the public
enemy; expropriation or confiscation of facilities, compliance with any order or request of a
governmental authority, acts of war, rebellion or sabotage, or damage resulting therefrom;
embargoes or other export restrictions, fires, floods, explosions, accidents, breakdowns, riots,
strikes or other concerted acts of workmen, whether direct or indirect; or any other causes
whether or not of the same class or kind as those specifically above named which are not within
the control of Seller and which, by the exercise of reasonable diligence, Seller is unable to
prevent or provide against.
11. Compliance with Law. Buyer agrees that it is solely responsible for compliance with all
applicable federal, provincial/state and local laws, ordinances, regulations, rules and standards
relating to the installation, maintenance and use of the products purchased from Seller.
12. Severability. If any of the provisions contained in these Terms is found to be invalid or
unenforceable, such provision must, when possible, be interpreted, limited or, if necessary,
divided as to eliminate such invalidity or unenforceability. In such case, all other provisions
contained herein shall remain valid and continue to bind the parties hereto.
13. Applicable Law. These Terms and the Purchase Order shall be governed by and construed in
accordance with the laws of Alberta and the laws of Canada applicable therein. The Seller and
Buyer attorns to the exclusive jurisdiction of the Courts of the Province of Alberta.
14. Assignment. Neither Seller nor Buyer shall assign or transfer the Purchase Order without the
written consent of the other.
15. Entire Agreement. The Sales Order, including these Terms, any document expressly referred to
in the Sales Order as well as any document attached thereto shall constitute the entire agreement
between the parties and supersede any document, agreement or other understanding that may
have existed prior to the issuance of the Sales Order, including, for greater certainty, any terms
and conditions included in the Purchase Order that vary from the Terms herein, unless
specifically agreed to in writing by a duly authorized officer of the Seller.
16. Notice. All notices, reports, consents and receipts shall be in writing and shall be deemed duly
given on (a) the date of personal or overnight courier delivery; (b) the date of transmission by
facsimile or other electronic transmission service, provided a confirmation copy is also sent no
later than the next business day by postage paid, return receipt requested first-class mail; or (c)
three (3) business days after the date of deposit in the mail, by postage paid, return receipt
requested first-class mail at the address on the Sales Order in the case of the Seller and in the
case of the Buyer, at its registered office, or such other address as a party may indicate from time
to time to the other in accordance with this paragraph.