Lizco Sales Inc.

Standard Terms and Conditions of Sale

The following terms and conditions will apply to any sale of goods
by Lizco Sales Inc. (“Lizco”), and acceptance of these terms and
conditions is an express condition of such sale. Buyer will be
deemed to have full knowledge of, and to have accepted, these
terms and conditions if any goods are requested, ordered, or
delivered to and accepted, by Buyer from Lizco.

1. WARRANTIES
New Products – All new products supplied by Lizco pursuant to
this contract are accompanied by manufacturers’ warranties. Lizco
makes no guarantees, representations or warranties, whether
express or implied, with respect to any new products supplied by
Lizco, and Lizco specifically disclaims any implied warranties,
whether of merchantability, suitability, fitness for a particular
purpose or otherwise, with respect to such new products. Buyer
acknowledges that its warranty with respect to new products
supplied by Lizco is limited to the warranty available from the
original manufacturers.

Used or Refurbished Products – Lizco warrants that all used or
refurbished products supplied by Lizco pursuant to this contract
will conform to all specifications and drawings agreed to in writing,
and will be free from defects in material and workmanship, for a
period of one year from the date of shipment or delivery by it.
Lizco will not be responsible for any labour costs relating to the
removal of any defective product or the installation of any
replacement product. Lizco’s sole liability and Buyer’s exclusive
remedy under this warranty will be limited to (i) the repair or
replacement of any product found to be defective in Lizco’s
reasonable judgment, or (ii) at Lizco’s sole discretion, the refund of
the purchase price of such product. Buyer will be solely
responsible to deliver any such defective product to Lizco’s repair
facility and for the return of the repaired product to Buyer’s
location.

General – All other guarantees, representations and warranties,
whether express or implied, are hereby excluded, including but not
limited to any implied warranty of merchantability, suitability or
fitness for a particular purpose.

This warranty does not cover damage or failure caused by misuse,
abuse, neglect, vandalism, excessive wear and tear, improper or
abnormal usage, handling or operation, unauthorized repair, lack of
or improper maintenance, lightning strikes, floods or other natural
occurrences, power surges or operation outside of the nameplate
rating.

Any work performed on a product which is not specifically
authorized or performed by Lizco will be considered a breach of
this warranty and will render this warranty void.

This warranty will be void if Buyer fails to provide written notice
of any breach of warranty claim to Lizco within 30 days of Buyer
becoming aware of it.

Products have been sold based upon Buyer’s independent
determination that they are appropriate for Buyer’s intended
application and use. Lizco will not have any liability for any
advice or recommendations given by it or for any failure to give
any advice or recommendations. Any advice or recommendations
given by Lizco shall not constitute any warranty.

2. QUOTATIONS
Except as otherwise expressly stipulated in writing, Lizco’s
quotation will be void unless accepted by Buyer within 30 days
from the date of quotation.

3. PRICES
All prices are subject to change without notice. Quoted prices are
fixed for a period of 30 days from the date of quotation. Prices are
subject to correction for error at any time.

Lizco reserves the right to adjust quoted prices to reflect increased
material costs based on changes to settlement prices on the London
Metal Exchange (LME) between the date of quotation and the
delivery of goods required to fill the order by Lizco.

4. TAXES
Except as otherwise expressly stipulated in writing, prices for goods
do not include any applicable goods and services tax (GST), HST,
provincial sales tax or any other sales, use, value-added or other
taxes, whether present or future. Buyer will be responsible for all
such taxes, in addition to the sale price specified herein.

5. FREIGHT AND INSURANCE CHARGES
Except as otherwise expressly stipulated in writing, prices for goods
are F.O.B. Lizco’s location and include packaging costs, but do not
include freight or insurance charges. Buyer will be responsible for all
such freight and insurance charges, in addition to the sale price
specified herein.

6. DELIVERY
Customary methods of transportation/shipment, as selected by Lizco,
will be used to ship goods, provided that special methods of
transportation/shipment may be used at Buyer’s additional expense if
reasonable notice of Buyer’s request is given by Buyer to Lizco prior
to shipment. Lizco is not responsible for loss or damage resulting
from transportation or shipment.

Delivery schedules are approximate and are based on prevailing
market conditions applicable at the time of order and on prompt
receipt by Lizco of any specifications and other information required.

Lizco may extend delivery schedules without liability where required
or, at its option, cancel Buyer’s order in full or in part without
liability other than to return any deposit or prepayment which is
unearned by reason of the cancellation.

7. FORCE MAJEURE
Lizco will not be responsible or liable for any loss or damage directly
or indirectly incurred by Buyer resulting from any cause(s) beyond
the reasonable control of Lizco, including, without limitation, acts of
God, war, terrorism, insurrection, riot, the order or injunction of any
civil or military authority, fire, flood, wind, ice storm or other harsh
weather, natural disasters, acts of the elements, delays in
transportation, unavailability of equipment, materials or power,
accidents, sabotage, lock-outs, strikes or labour disputes, faulty
equipment or the failure of Lizco’s suppliers to meet their delivery
promises. The acceptance of delivery of goods by Buyer will
constitute a waiver of all claims for loss or damage due to any delay
whatsoever.

8. TITLE
Except as otherwise expressly stipulated in writing, title to the goods
supplied by Lizco will not pass to Buyer upon delivery to Buyer but
will remain with Lizco until all payments for the goods have been
paid in full. Such goods will be and will remain personal or
moveable property, notwithstanding any attachment to real property.
If default is made in any of the payments herein, Buyer agrees that
Lizco may retain all payments which have been made on account of
the purchase price as liquidated damages, and Lizco will be free to
enter the premises where the goods may be located and remove them
as Lizco’s property, without prejudice to Lizco’s right to recover any
further expenses or damages Lizco may suffer by reason of such nonpayment.

This retention of title constitutes a security interest in the
goods securing payment of all debts due to Lizco by Buyer and
may be enforced by any remedy available at law to secured parties
in similar circumstances. Lizco is authorized to register such
notices or other documentation as may be necessary to fully
evidence, effect or perfect such security interest.

9. LIMITATION OF LIABILITY
Notwithstanding any other provision of this contract or any
applicable law, neither Lizco nor any of its directors, officers,
employees, agents, representatives and subcontractors nor any of
their respective heirs, executors, administrators, legal personal
representatives, successors and assigns, will be liable to Buyer for
any indirect, special, consequential, incidental or punitive damages,
losses, expenses or claims (including, without limitation, damages
for or in relation to loss of use of equipment or facilities, lateness in
delivery, loss of revenue or profits, downtime costs, the cost of
capital or of substitute facilities, equipment or services or the cost
of replacement power) directly or indirectly arising from or relating
to or a consequence of any breach of this contract (fundamental or
otherwise) or of any warranty, provision or indemnity contained
herein or from any act or omission of any such persons which may
give rise to legal liability (whether in negligence or other tort, strict
liability, contract or under any other theory of legal liability). In no
event will the aggregate liability of Lizco in respect of this contract
or otherwise exceed the aggregate price of the faulty or defective
goods provided hereunder. In any event, all liability of Lizco and
such persons will terminate upon the expiry of the applicable
warranty period provided by Lizco.

The provisions of this Section 9 and of all other sections of this
contract providing for limitation of or protection against liability of
Lizco and/or any of its directors, officers, employees, agents,
representatives and subcontractors and/or any of their respective
heirs, executors, administrators, legal personal representatives,
successors and assigns, will survive any termination, cancellation
or expiration of this contract.

Lizco will not be liable to Buyer for any damage caused by Lizco
to Buyer’s property to the extent that such damage is covered by
Buyer’s insurance.

In no event will the total liability of Lizco exceed the total amount
paid for goods provided under this contract. Buyer acknowledges
that this limitation is reasonable and that the contract price has been
negotiated with this limitation in mind.

10. RETURNED GOODS
No goods may be returned to Lizco without Lizco’s prior written
consent, and Lizco reserves the right to decline any such return of
goods. Goods will be considered for return only if they are in their
original condition and are being returned by the original Buyer.

Any return of goods consented to by Lizco will be made only for
credit and will be subject to a handling/restocking charge. Goods
shipped in error are not subject to this policy.

11. TERMS OF PAYMENT
Except as otherwise expressly stipulated in writing, all invoices are
payable within 30 days of invoice date, on approved credit, and no
cash discount will be available to Buyer. Where Lizco has agreed
to a hold-back without specific written release terms, Buyer must
release or cause the release of the hold-back to Lizco within 45
days of the substantial completion by Lizco of its obligations under
this contract (regardless of the status of completion of the project
under the Head Contract).

A service charge/interest of 2% per month (24% per annum) will be
applied to all overdue accounts. Waiver of any service charge for
one or more months will not be, not be deemed to be, a waiver of
any future service charges. The application of any such service
charge will not be construed as obligating Lizco to grant any
extension of time for payment. Buyer agrees to indemnify and hold
harmless Lizco for all costs and expenses incurred by it for collection
of unpaid accounts, including all legal fees on a solicitor and his own
client basis.

If Buyer postpones the scheduled date of delivery of goods ordered
(or otherwise fails to accept delivery on such date), Lizco shall be
entitled to invoice Buyer for such goods as if delivery had been made
on the scheduled delivery date, in which case Buyer shall be
obligated to pay such invoice in accordance with the terms of this
contract. Buyer shall also be responsible for any additional costs
(including any additional costs for trucking, loading and/or storage)
incurred by Lizco as a result of such delay.

Lizco reserves the right to request a guarantee of Buyer’s payment
obligations under this contract, in form and substance and from a
guarantor acceptable to Lizco (acting reasonably), if Lizco in good
faith believes that the prospect of payment by Buyer hereunder is
impaired.

12. CHANGE OR CANCELLATION
Orders for goods accepted by Lizco are not subject to change or
cancellation by Buyer, except with Lizco’s written consent.
Lizco may immediately terminate this contract without liability to
Buyer in the event of Buyer’s bankruptcy or insolvency or if a
receiver or trustee or similar official is appointed in respect of Buyer
or in respect of all or any significant portion of its business or assets
or if Buyer repudiates or breaches any of the terms of this contract or
if Buyer is unable to provide a guarantee required by Section 11
promptly upon request.

Lizco reserves the right on any such change, cancellation or
termination to charge Buyer with Lizco’s reasonable resulting costs
based upon expenses already incurred and commitments made by
Lizco, including, without limitation, reasonable costs from any labour
done, any materials purchased, Lizco’s usual overhead and
reasonable profit and cancellation/restocking charges from Lizco’s
suppliers.

13. OTHER TERMS AND CONDITIONS
These terms and conditions will supersede and take priority over any
and all previous verbal or written arrangements in connection with
this contract. In the event of any conflict or inconsistency between
these terms and conditions and the terms and conditions contained in
Buyer’s purchase order, request for proposal or any other form issued
by Buyer, whether or not any such form has been acknowledged or
accepted by Lizco, these terms and conditions will prevail. Any
additional terms and conditions of Buyer will be deemed objected to
by Lizco and will not be binding unless Lizco accepts the same in
writing signed by an authorized representative of Lizco.

14. GENERAL
This contract will enure to the benefit of and be binding upon the
parties and their respective successors and permitted assigns. This
contract may only be modified by a contract amendment issued by
Lizco and executed by both parties. If any term of this contract is
invalid or unenforceable under any statute, regulation or other rule of
law, such term will be deemed deleted, but only to the extent
necessary to comply with such statute, regulation or rule, and the
remaining provisions of this contract will remain in full force and
effect. The failure of one party at any time to require performance by
the other party of any provision of this contract will in no way affect
the right to require such performance at any time thereafter, nor will
the waiver of one party of a breach of any provision of this contract
by the other party constitute a waiver of any succeeding breach of the
same or any other provision. All rights and remedies of Lizco are
cumulative and not alternative. This contract will be governed by and
construed in accordance with the laws of the Province of Ontario and
the federal laws of Canada applicable therein. The parties hereby
attorn to the non-exclusive jurisdiction of the courts of the Province
of Ontario.