STANDARD TERMS AND CONDITIONS OF SALE

1. These terms and conditions of sale ("Terms") are the only terms which govern the sale of hardware and software products ("Products") by 1036950 Alberta LTD. dba LCO TECHNOLOGIES (“Seller”) to the buyer purchasing the Products ("Buyer"). These Terms and the accompanying quotation, sales confirmation, bill of lading, and invoice documents (collectively, this “Agreement”) are the entire agreement between the parties, and supersede all prior or contemporaneous understandings, negotiations, representations agreements, and warranties, and communications, whether written or oral. These Terms prevail over any other terms in Buyer’s purchase order or any other document ordering Products, and any third party procurement platform, which are all hereby rejected and shall be void. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms. Any Buyer terms and conditions are expressly rejected. Buyer’s acceptance of any quotation is subject to Buyer’s assent to these Terms, and Buyer's assent to these Terms shall be conclusively presumed from Buyer’s submission of its purchase order.  
   
2. Formation of Contract. An order is deemed by Seller to be an offer to purchase, which Seller may accept or reject in its sole discretion. Seller’s acceptance of an offer to purchase is binding on Seller only if made by written instrument or, if not by written instrument, by shipment of the Products ordered (and acceptance by shipment shall only be binding as to the portion of the order actually shipped by Seller). Any automatic or computer-generated response to an order by Seller or otherwise shall not be deemed acceptance of an order. Seller is under no obligation to accept any Order. Any quotation is valid for thirty (30) days, unless otherwise indicated on the quotation. All quotations are subject to change at any time.  
   
3. Prices and Taxes. All prices are subject to change without notice. Prices do not include packing and preparation for shipment, freight, loading, unloading, carriage, insurance, forwarding fees, duties of any kind or similar fees or charges applicable to the Products. Buyer agrees to pay such charges upon receipt of Seller’s invoice. Prices also do not include taxes, duties, charges, or fees (or any related fines, penalties, or interest) (collectively, “Taxes”), now or thereafter enacted, applicable to the Products sold or this transaction; any such Taxes will be added by Seller to the sales price where Seller is required by law to collect the same, and will be paid by Buyer unless Buyer provides Seller with a proper tax-exemption certificate. Buyer shall have no right of set-off or withholding, and no deduction of any amounts due from Buyer to Seller shall be made without Seller’s prior, express written approval.  
   
4. Title and Delivery. Seller retains the right and title to the Products sold to Buyer until Seller is paid in full for the Products. Buyer shall obtain the right and title to the Products upon payment to Seller of the purchase price and any taxes, excise or other charges. The agreed upon delivery dates are based on the Seller's projected lead time, current inventory and commitments. Seller shall have the right to allocate the available supply among its Buyers in any manner it determines appropriate in its sole discretion. Seller shall use reasonable efforts to meet dates specified for the delivery of Products, however all shipment and delivery dates are estimates only. Seller shall not be liable to Buyer for any damages, losses or expenses if Seller fails to meet the estimated delivery date. Seller may deliver the Products in installments. All shipments shall be F.O.B. Seller's facility unless otherwise specified in writing on the Order. The method and route of shipment shall be at Seller's discretion, unless Buyer supplies explicit reasonable instructions in writing at least seven (7) days prior to shipment. Buyer assumes risk of loss of the Products upon the Products departing Seller's facility, regardless of whether Seller has arranged for the transportation of the Products.  
   
5. Inspection, Acceptance and Return of Products. Buyer must inspect Products immediately upon receipt and shall, within five (5) business days of receipt (the “Inspection Period”), give written notice to Seller of any claim that Products shipped constitute Nonconforming Products. "Nonconforming Products" means (i) Product shipped is different than specified on the Buyer’s purchase order; or (ii) Product is visibly damaged. Buyer will be deemed to have accepted Products unless it notifies Seller as stated herein and provides evidence as required by Seller. If Buyer receives Products where defects or nonconformities are not apparent upon initial examination or are not discovered until after the Inspection Period has passed, such Products shall be subject to the warranty set forth in Section 8 below. If Buyer notifies Seller of any Nonconforming Products in writing within the Inspection Period, Seller shall, in its sole discretion replace such Nonconforming Products, or credit or refund the payments made for such Nonconforming Products only. Buyer acknowledges and agrees that the remedies set forth in this Section are Buyer’s exclusive remedies for the delivery of Nonconforming Products. In the event Products are returned which are not Nonconforming Products, Buyer shall be liable for restocking charges. Except as provided in this Agreement, Buyer has no right to return Products to Seller.  
   
6. Payment. All payments shall be made within thirty (30) days of the date of Seller’s invoice. Seller may suspend credit to Buyer and may withhold shipment of Products 1 ordered, suspend or cancel performance if, in Seller’s sole discretion, Buyer’s financial condition warrants any such action. If the Products are delivered in installments, Buyer shall pay for each installment in accordance with the terms of payment hereof. If shipments are delayed by Buyer, payments are due from the date when Seller is prepared to make delivery. Products held for Buyer, shall be held at Buyer’s sole risk and expense. Products held for more than thirty (30) days may incur reasonable storage charges. All amounts due shall be paid as directed by Seller on its invoice or otherwise as specified in a written notice. Delinquent invoices are subject to a service charge of the lower of 1.5% per month or the maximum rate allowable by law, which shall be added to the invoice amount. Notwithstanding anything herein to the contrary, if Buyer fails to fulfill the terms of payment, Seller may defer further shipments, or may, at its option, cancel the unshipped balance. Seller reserves the right, prior to making any shipment, to require from Buyer satisfactory security for performance of Buyer’s obligations.  
   
7. Software. "Software" means the application or object code form of Seller’s software and documentation related thereto, including without limitation any control or instrument software included with the Product. Seller provides all Software under separate terms and conditions and subject to Buyer's assent to such terms and conditions. Buyer understands and agrees that the Software is not being provided as a “work for hire” under any applicable local, state, federal, international or other laws and this is not an agreement for the sale of the Software. By downloading, installing, using, unwrapping, or issuing a purchase order for the Software, Buyer agrees that the Software is accepted as delivered and agrees to the terms and conditions applicable thereto. 
8. Limited Warranty. Seller warrants that all Products provided will be free from defects in materials and workmanship under normal use given proper installation and maintenance for a period of eighteen (18) months from the date of shipment or twelve (12) months from the date of installation, whichever is less (“Warranty Period”). This warranty does not apply to: (i) defects caused by or contributed to by Buyer, including the use of abrasive materials or corrosion due to aggressive fluids, (ii) Products or parts, such as packings, which are normally consumed in operation or have a normal life shorter than the Warranty Period, (iii) alterations or repairs carried out without the prior written approval of Seller, (iv) use of the Product for a purpose other than that for which it was intended, or (v) defects arising from or in connection with information, drawings, charts, specifications or instructions by Buyer. Buyer must promptly notify Seller of any defect in the Product. Seller or its agent will have the right to inspect the Product after which Seller may, at its option, (i) repair, replace, or service the Product or (ii) credit Buyer for the Product. Any replacement parts provided by Seller shall be guaranteed for the remainder of the original warranty period or for ninety (90) days from the date of receipt of the replacement parts, whichever is longer. This warranty does not apply to standard wear and tear of the Product or wear and tear of any components contained within or alongside the Product as provided by the Seller. THE WARRANTIES SET FORTH HEREIN ARE THE ONLY WARRANTIES MADE BY SELLER IN CONNECTION WITH THE PRODUCTS. SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS TO BUYER OR ANY OTHER PERSON, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS PARTICULAR PURPOSE AND FOR A NON INFRINGEMENT. PRODUCTS SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH BY THE SELLER IN WRITING. SELLER’S SOLE AND EXCLUSIVE REMEDY AND BUYER ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES HEREIN SHALL BE REPAIR OR REPLACEMENT OF PRODUCTS. BUYER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCTS PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR SUBSTANCES. 
9. Limitation of Liability. No claim by Buyer of any kind including, but not limited to, claims for indemnification, whether as to quality or amount of product delivered or non-delivery, shall be greater in amount then the purchase price for the Products in respect of which damages are claimed. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER CONSEQUENTIAL, FOR ANY INCIDENTAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF THE PRODUCTS SOLD HEREUNDER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. BUYER ACKNOWLEDGES AND AGREES THAT THE LIABILITY LIMITATIONS SET FORTH IN THIS SECTION ARE ESSENTIAL ELEMENTS OF THE CONTRACT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE TERMS OF THIS CONTRACT WOULD BE SUBSTANTIALLY DIFFERENT. 
10. Buyer Indemnification. BUYER SHALL BE LIABLE FOR, AND SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER AND ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (“SELLER GROUP”) FROM AND AGAINST ANY AND ALL CLAIMS WHICH ARISE OUT OF THE PERFORMANCE OF THE CONTRACT TO THE FOLLOWING: (I) LOSS OF OR DAMAGE TO ANY WELL OR HOLE OR ANY THIRD PARTY OIL AND GAS PRODUCTION FACILITIES; (II) RESERVOIR SEEPAGE OR POLLUTION ORIGINATING UNDERGROUND OR FROM THE PROPERTY OF BUYER OR ANY THIRD PARTY HOWSOEVER, (III) BLOW-OUT, FIRE, EXPLOSION, CRATERING OR ANY WELL OR RESERVOIR OR ANY OTHER UNCONTROLLED WELL CONDITION (INCLUDING THE COSTS TO CONTROL A WILD WELL AND THE REMOVAL OF DEBRIS); (IV) DAMAGE TO OR ESCAPE OF PRODUCT, OR SUBSTANCE FROM ANY FACILITY, INCLUDING ANY PIPELINE OR OTHER SUBSURFACE FACILITY; AND/OR (V) BODILY INJURY, PROPERTY DAMAGE AND ANY RELATED DAMAGES TO THIRD PARTIES. IT IS THE EXPRESS INTENTION OF BOTH BUYER AND SELLER THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS AN INDEMNITY BY BUYER TO INDEMNIFY AND PROTECT SELLER GROUP FROM THE CONSEQUENCES OF SELLER GROUP’S OWN NEGLIGENCE, FAULT OR STRICT LIABILITY, WHETHER THAT NEGLIGENCE, FAULT OR STRICT LIABILITY IS THE SOLE, JOINT OR CONCURRING CAUSE OF A CLAIM, LOSS OR EXPENSE (BUT EXPRESSLY EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER GROUP). 
11. Force Majeure. If the manufacture, transfer or receipt by either Party of any Products covered hereby is prevented, restricted or interfered with by reason of any event beyond the reasonable control of the party so affected (“Force Majeure Event”), such party shall be excused from making or taking deliveries hereunder to the extent of such prevention, restriction or interference, and neither party shall be liable to the other for default or delay in performing, except with respect to Buyer’s payment obligations. If such Force Majeure Event lasts for longer than sixty (60) days, the Parties shall be released from their obligations under this Agreement, again with the exception of Buyer’s payment obligations. 
12. Governing Law. This Agreement shall be construed, and the respective rights and duties of Buyer and Seller shall be determined, according to the laws of the Province of Alberta without giving effect to its principles of conflicts of laws. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. 
13. No Assignment. This contract between Buyer and Seller is not transferable by either party without the prior written consent of the other party, except that Seller may assign this Agreement without Buyer’s consent if the assignment is to a to an affiliate or if the assignment is carried out as part of a merger, restructuring, or reorganization, or sale or transfer of all or substantially all of Seller’s assets. 
14. Compliance with Laws; Export Laws. Buyer and Seller shall comply with all applicable international, national, state, regional and local laws and regulations with respect to their performance of this Agreement. Buyer agrees to adhere to all applicable Canadian or US Export laws and regulations with respect to the Products as applicable. Buyer shall be responsible for obtaining any licenses or governmental permits for export and import of the Products to the country of final destination or any other country where the Products may be landed or utilized. Buyer warrants it will not allow Products to be transferred at any time on either a temporary or permanent basis in any manner that would violate United States Export laws or regulations (“Export Laws”), including, but not limited to, the Export Administration Act of 1979, and the Arms Export Control Act of 1976, the Office of Foreign Assets Control (“OFAC”) Administration Regulations, Regulations (“EAR”), the Export and the International Traffic in Arms Regulations (“ITAR”) as such may be amended from time-to-time. Buyer shall further defend, indemnify and hold harmless Seller Group from and against any and all claims brought by or on behalf of any person or entity (including without limitation any governmental authority) arising out of or in connection with violations of this Article or the Export Laws by Buyer or its agents. 
15. Miscellaneous. Buyer acknowledges that Seller regularly updates its manufacturing, technology and processes and may without notice make modifications to the Products in its sole discretion. These Seller’s Terms and Conditions of Sale are the sole and exclusive statement of the parties’ understanding and agreement with respect to the transactions contemplated by this sale, notwithstanding any other terms that might be contained in any purchase order or other document received from Buyer or submitted to Seller. These Terms and Conditions of Sale constitute the entire agreement between the parties regarding the subject matter hereof and can only be modified or changed in writing and signed by authorized representatives of both parties. UNLESS OTHERWISE STATED ON THE QUOTATION, ALL ORDERS ONCE PLACED ARE NON-CANCELLABLE, UNLESS SELLER CONSENTS TO SUCH CANCELLATION IN WRITING AND BUYER PAYS ANY APPLICABLE CANCELLATION AND/OR RESTOCKING CHARGES. No waiver by Seller of any of Seller’s Terms and Conditions of Sale or any breach hereof shall constitute or be deemed to be a waiver of any such term or any such breach in any other case. If any clause or portion hereof shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the 3 remaining clauses or portions shall remain in full force and effect. The paragraph headings are for convenience only and shall not be used in interpreting or construing these Seller’s Terms and Conditions of Sale.