Embargo Disclaimer

The purchaser agrees to Black Sivalls & Bryson's Terms and Conditions & Embargo Disclaimer by checking the 'Terms and Conditions' & 'Embargo Disclaimer' box.

All sales are subject to BLACK, SIVALLS & BRYSON (CANADA) LIMITED'S standard terms and conditions of sale. By placing this order and submitting no objection thereto, the purchaser and its agents and freight forwarders, if any, affirm their representation that the goods, services or technology involved in this transaction or potential transaction will not be utilized,inspected, shipped or trans-shipped by, to, or through any country, entity, individual or end use proscribed by the laws or regulations of Canada and the United States. Specifically, the technology, goods, or services will not be sent to or through: (a) Cuba, Iran, Sudan, or Syria; or (b) any person or entity that is a Specially Designated National or Terrorist, a Denied Person, an entity appearing on the Entity List, or a Specially Designated Narcotics Trafficker, as those terms are defined by the United States government or any of its agencies. The goods, services or technology will not be utilized for any end use in any way pertaining to chemical or biological weapons, missile delivery systems, nuclear weapons, or other weapons of mass destruction.

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BLACK, SIVALLS & BRYSON (CANADA) LIMITED - PARTS DIVISION
TERMS AND CONDITIONS OF SALE AND LIMITED WARRANTY
(Revised November 2005)

1. APPLICATION OF TERMS AND CONDITONS OF SALE - The following terms and conditions shall govern all sales of products and services (collectively "Product") by Black, Sivalls & Bryson (Canada) Limited ("BS&B") to buyers ("Buyer"). Buyer agrees and acknowledges that, unless BS&B agrees in writing to modification, these terms and conditions apply and take precedence over the Buyer's terms and conditions.

2. QUOTES, ORDERS AND PAYMENT TERMS - BS&B quotations are generally valid for the duration stated in the quotation. Quotations are exclusive of freight, handling charges, and all duties and taxes, unless otherwise indicated by BS&B. Buyer is responsible for all sales, use, goods and services, harmonized sales, and other taxes associated with the order. Buyer's request for tax-exempt treatment must be accompanied by a valid and correct tax exemption certificate applicable to the Product sale's "ship-to" location prior to BS&B's acceptance of the order. In the event a Product is quoted or listed at an incorrect price (due to pricing error, product information error, supplier price change or other reason), BS&B shall have the right, at its sole discretion, to refuse or cancel any order or part thereof without further liability. Delivery dates are estimates only. Unless otherwise agreed by BS&B, payment is due 30 days from the date of invoice. Past due charges will accrue on all past due payments calculated at the rate of 1.5% per month compounded monthly (19.5618% per annum), from the invoice date. All sales are subject to approval by BS&B's credit department. In the event of Buyer's cancellation of an order, Buyer shall pay the commercially reasonable costs, expenses, losses and damages sustained by BS&B in connection with such cancellation, including administrative and engineering expenses.

3. SHIPMENT AND TITLE TRANSFER - Unless otherwise agreed in writing by BS&B, sales, transfer of title (with the resulting transfer of risk of loss or damage), and shipment shall be Ex Works, Nisku, Alberta or such other origination point BS&B may designate. BS&B reserves the right to deliver Product in more than one shipment and to amend delivery dates, as may be commercially reasonable. BS&B shall have no liability for shipment delay, loss of Product in transit, or damage to Product. All packing and marking will be in accordance with BS&B's standard practices for domestic shipments. Special packaging, marking, export crating, etc. will be subject to extra charges.

4. LIMITED WARRANTY - BS&B hereby passes through to Buyer all warranties provided by BS&B's suppliers of Products. Such warranties will be made available upon Buyer's request. As for Products designed by BS&B, and only as to such Products, BS&B warrants the design of those Products, when installed, used and maintained by the original purchaser in accordance with applicable specifications, instructions and requirements, for a period of ninety (90) days from the date of purchase. EXCEPT
AS PROVIDED IN THIS PARAGRAPH, BS&B MAKES NO OTHER WARRANTIES OR REPRESENTATIONS AND THE PRECEDING WARRANTY STATEMENT IS IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS, PROMISES, OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BS&B EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS NOT STATED IN THIS PARAGRAPH. BS&B'S SOLE AND EXCLUSIVE MAXIMUM LIABILITY SHALL NOT IN ANY EVENT EXCEED THE TOTAL PRICE OF THE PRODUCTS ORDERED BY BUYER. IN NO EVENT WILL BS&B BE LIABLE TO BUYER FOR CONSEQUENTIAL, INCIDENTIAL, OR SPECIAL DAMAGES OR ECONOMIC LOSS (INCLUDING BUT NOT LIMITED TO LOST PROFITS) ARISING FROM ANY CLAIM OR ACTION, INCIDENTAL OR COLLATERAL TO OR DIRECTLY OR INDIRECTLY RELATED TO THE PURCHASE OF THE PRODUCTS HEREUNDER, WHETHER SUCH CLAIM IS BASED IN CONTRACT, STATUTE, TORT, IMPLIED DUTIES OR OBLIGATIONS OR OTHER LEGAL THEORY. Product returns must be authorized by BS&B and are subject to BS&B handling fees.

5. GOVERNING LAW AND JURISDICTION - These terms and conditions shall be construed in accordance with the laws of the Province of Alberta, Canada and the laws of Canada applicable therein without regard to principles of conflict of law. Without limiting the foregoing, Buyer and BS&B irrevocably and unconditionally: (a) agree that any suit, action, or other legal proceeding arising out of or relating to these terms and conditions or any transaction hereunder must be brought in the courts of Alberta, Canada, in the City of Edmonton; (b) consent to the exclusive jurisdiction of such court in any such suit, action or proceeding; (c) waive any objection to the laying of the venue of any such suit, action or proceeding in any such court; and (d) waive any rights that they may have to assert the defense of forum non-conveniens in any such Edmonton-based suit, action or proceeding.

6. EXPORT CONTROL - Buyer acknowledges and agrees that Products purchased or received under these terms and conditions of sale shall be subject to Buyer's compliance with the export laws and regulations of Canada, the United States of America, and wherever the Products may be shipped or used. Specifically, Buyer agrees, represents and certifies that Product will not be utilized, sold, shipped or trans-shipped to or through any country, entity, individual or end-use proscribed by the laws or regulations of Canada, the United States or any country or territory where the Product will be shipped or used.

7. Indemnity - Buyer agrees to defend, indemnify, and hold BS&B and its officers, employees and agents harmless from any claims, judgments, damages, fines, penalties, costs, liabilities (including sums paid in settlement of claims) or loss, including attorney's fees and expenses arising from or related to Buyer's purchase installation or use of the product which is not the direct result of BS&B's fault or negligence.