Under these Terms and Conditions of Purchase (these “T&Cs”) and the purchase order or statement of work under which these T&Cs are referenced (collectively “Order”), PTW Energy Services Ltd. or its subsidiaries or affiliates as identified on this Order (collectively, “PTW”) agrees to purchase and Supplier (as identified in this Order) agrees to sell the goods and services described in this Order (collectively “Work”). Supplier may accept the Order in writing or by commencing performance of the Work, whichever happens first. Supplier may not change the Order terms, and PTW hereby rejects any terms Supplier proposes whether verbally or in writing. Any written confirmation of this Order by Supplier containing additional or different terms shall be of no effect unless PTW expressly agrees in writing to such terms. Should PTW and Supplier have a negotiated and signed master agreement in place for the Work covered herein, such agreement will supersede this Order to the extent of any conflicts or inconsistencies.

1. PRICES AND PAYMENT

• Unless otherwise specified, prices for the Work shall be the price shown on the face of the Order, fixed during the Order term and inclusive of all other charges including but not limited to product manufacturing, packaging and handling.
• Supplier shall furnish at its own expense and cost any and all necessary labour, machinery, tools, transportation, permits, materials and whatever else is necessary in the performance and completion of the Work.
• Supplier shall invoice PTW within 30 days of delivery of the Goods or performance of the Services in compliance with PTW’s Order specified invoicing instructions and payment terms. If no payment terms are listed, PTW will pay Supplier within sixty (60) days of receipt of a correct invoice.
• Invoices shall specify the Order number, include a copy of the Order and any additional back-up requested on the Order. Invoices must include Supplier’s GST number, PST number (if applicable) and payment terms.
• Invoices can be submitted electronically, as per the Order or physically to:
  Attn: Accounts Payable
  285188 Frontier Rd., Rocky View County, AB T1X ON2
• Supplier shall comply with all applicable tax laws, including but not limited to laws relating to the collection and remittance of GST, PST, HST and QST.
• PTW may withhold disputed amounts under this Order until the dispute is resolved and may offset any amounts Supplier owes PTW or amounts to protect PTW from any defects or deficiencies or any other failure by Supplier to comply with the requirements of this Order.
• PTW will apply a hold-back of 10% of all invoiced amounts until final turn-over documentation is received. Upon delivery of compliant turn-over documents, Supplier may submit an invoice for the hold-back amount.

2. SHIPMENT, PACKING AND DELIVERY

• Supplier shall deliver the Product to PTW on the delivery date and to the destination stated in the Order. Unless the Order expressly states otherwise, Goods shall be delivered FOB Destination, Freight Prepaid (Incoterms 2010).
• Supplier shall mark the applicable Order number on all containers, packing slips, bills of lading and invoices. An electronic packing slip shall be provided to PTW prior to shipment and a packing slip will accompany each shipment. Where applicable, any packing or crating materials that are to be returned to PTW by Supplier will be returned at the time, location and in the manner specified by PTW. When multiple packages comprise a single shipment, each package shall also be consecutively numbered. On the date shipment is made, Supplier shall mail or electronically transmit invoices to PTW. Supplier shall accept PTW’s count as final and conclusive for any shipment that is not accompanied by a packing slip. Supplier shall not make partial shipments or deviate from the shipping instructions of this Order without PTW’s prior written consent.
• Time, quantity, and accuracy of deliveries are of the essence. Supplier shall immediately notify PTW if performance is delayed or likely to be delayed, in whole or in part, and shall provide PTW the reasons for such delay. Such notice shall not constitute a waiver by PTW of any of Supplier’s obligations under the Order. Supplier shall not deliver any Work in advance of the delivery date set out in the Order without PTW’s written permission.
• Once the Work has been received by PTW, PTW shall be entitled to inspect it and, at its option, to reject any of the Work which is defective in materials or workmanship.

3. TITLE AND OWNERSHIP OF GOODS

• Supplier represents and warrants that it will be the absolute owner of all Goods with good and marketable title thereto, free and clear of any lien, charge, encumbrance or right of others whatsoever and shall be exclusively entitled to possess and sell same. Supplier shall keep all Goods and Supplier’s premises free and clear of any and all liens and charges arising in connection with this Order. Unless otherwise expressly agreed between the parties, any design, drawing, sample, pattern, tool or material supplied by, loaned by, or paid for by PTW in relation to this Order, including any associated intellectual property, shall remain or become property of PTW.
• Title to the Goods will transfer to PTW when the first of the following events occurs: (a) PTW pays for the Goods; or (b) the Goods are dispatched from the Supplier’s place of manufacture to the place of delivery stated in the Order. Notwithstanding the foregoing, and regardless of any full or partial payment by PTW, care, custody, control and risk of loss of any Goods under the Order remains with Supplier until PTW takes physical possession and accepts delivery of the Goods.

4. ALTERATION AND CHANGES

• PTW may request changes by providing Supplier reasonable advance notice. If PTW demonstrates that a change will reduce Supplier’s costs or Supplier demonstrates that a change will materially increase Supplier’s costs, PTW and Supplier may negotiate adjustments to the price or schedule.
• All agreed to changes, Order specified and assumed, shall be agreed to in writing by an authorized PTW representative prior to commencement of Work on the change (“Change Order”). Change Orders shall identify and detail Order variations inclusive but not limited to pricing, quantity, delivery terms, schedule, shipment methods, specification adjustments, design deviations with reference to affected drawing & documentation.

5. ALLOCATION OF RISK / INDEMNIFICATION

• As used herein: (i) “PTW Group” shall mean PTW and its customers and their respective officers, directors, employees, contractors, subcontractors, vendors (except Supplier), agents, representatives, invitees and licensees; and (ii) “Supplier Group” shall include Supplier, its parent, subsidiary or affiliated companies, and their respective officers, directors, employees, contractors, subcontractors, vendors, invitees and licensees and agents, any or all entities with an interest or any or all of such entities
• Supplier will (a) be liable to, and (b) release, indemnify and hold PTW Group harmless from, any and all costs, expenses, losses, damages, claims, demands, or actions arising out of any act or omission of Supplier, its employees, agents or sub-contractors, including without limitation those arising out of safety infractions, injuries, damage to property and negligence or willful acts by Supplier or its employees, sub-contractors or agents. This indemnity will survive the termination or expiry of this Order. In the event that any of the Work is subject to a claim of infringement of intellectual property rights, at PTW’s option Supplier shall (at its expense) (i) procure for PTW the right to continue using the Work or applicable portion thereof, (ii) replace with an equivalent non-infringing item, (iii) modify the item to be non-infringing, or (iv) refund PTW all amounts paid hereunder.
• Supplier shall make no claim or demand against PTW for any injury (including death), claim, expense, loss or damage to property suffered or sustained by Supplier or any other person which arises out of or is connected with this Order or anything done or not done as required hereunder, or any errors or omissions of Supplier, and hereby waives as against PTW all such claims and demands.
• The foregoing indemnity and waiver given by Supplier shall not apply to the extent of PTW’s own negligence or willful misconduct. The onus of establishing that PTW was negligent shall be upon Supplier. PTW shall not be deemed to have caused or contributed thereto merely by reason of its knowledge, approval or acceptance of the Work, specifications, or procedures of Supplier.

6. CONFIDENTIALITY & INTELLECTUAL PROPERTY

• Any information of PTW or its client received by Supplier (in writing, orally or electronically), including this Order itself, shall be deemed confidential and Supplier may not disclose it to any third party, without PTW’s written approval and only after appropriate written acknowledgement of confidentiality is obtained from such parties. Supplier may only use PTW’s confidential information to perform Work under this Order.
• Supplier may not use PTW’s or its client’s logo or name (including identifying PTW or its client’s as a customer) without prior written permission.

7. WARRANTY

• Supplier warrants and represents that all Work shall comply with the terms and conditions of the Order and conform to the specifications provided by PTW. If no specifications are provided, then the Work must conform to generally accepted industry standards and be fit for the known purpose. All services constituting part of the Work shall be performed in a good and workmanlike manner.
• All Goods constituting part of the Work shall be new (unless otherwise approved in writing by PTW) and of good quality; merchantable; free from defects; and free and clear of any liens, security interests, charges, or encumbrances of any kind; and suited for any purposes specified by PTW in the Order.
• Supplier must assign to PTW all guarantees and warranties applicable to any portion of the Work furnished to Supplier by a manufacturer. If Supplier utilizes subcontractors in performance of the Work, the subcontractors must provide similar warranties that are assignable to PTW. If PTW or one of its affiliated companies is not the ultimate consumer of the Goods or Services, all rights, benefits and remedies given to PTW, including but not limited to the benefit of any warranties, shall be deemed to also be for the express benefit of the client of PTW.
• Supplier represents and warrants that use of the Work by PTW shall not interrupt, delay, or otherwise adversely impact PTW or its clients’ operations or PTW’s ability to provide compliant Goods/Services to its clients.
• Supplier shall provide written certification or certificates of conformance with each shipment of Goods to PTW. Such certification will verify compliance with the requirements for product usage, plating/coating operations, heat treatment, or other special processes to be used in manufacturing the Goods, as defined on the product documentation or on the face of this Order.
• Notwithstanding any other PTW remedies stated herein, Supplier agrees to immediately replace or reperform any non-compliant Work at no cost to PTW for twenty-four (24) months following delivery of Goods or PTW’s acceptance of Services.
• All of the above warranties will survive termination or expiration of this Order or acceptance of any Work by PTW.
• If any Goods or Services are rejected for non-conformance with the Order, PTW may return the Goods at Supplier’s expense and risk and request that Supplier re-deliver Goods, re-perform Services or refund any amounts PTW has paid and cancel the Order. If redelivery or reperformance is not possible or completed to PTW’s satisfaction. Supplier shall pay the difference between the original Order price and the cost for an alternative supplier to perform the Work.

8. COMPLIANCE WITH LAWS AND POLICY

• Supplier must perform all Work in a manner that complies with all applicable federal, provincial, and local laws, rules, regulations, ordinances, and statutes, including without limitation all applicable health, safety and environmental (“HSE”) rules, directives, and procedures, including those applicable to work while any member of Supplier Group visits a PTW facility.
• PTW’s Code of Conduct requires that its employees must not engage in, or give the appearance of, engaging in any activity involving a conflict, or reasonably foreseeable conflict, between personal interests and those of PTW. Supplier shall ensure that its employees do not offer PTW employees anything of value that may influence, or create the appearance of influencing, the business decisions that PTW employees may make on behalf of PTW.

9. LABOUR

• Contractor will not employ any unfit person or anyone not skilled in the Work assigned to him/her. Contractor will remove any person from performance of the Work as directed by PTW in its sole discretion. Key personnel assigned by Contractor to perform the Work shall not be removed from the performance of the Work by Contractor without five (5) business days prior written notification to PTW and replacement with substantially similar personnel that PTW may approve or reject in its sole discretion. Contractor shall comply with all of those provisions of the PTW’s collective agreements which relate to the Work.

10. FORCED AND/OR CHILD LABOUR.

• For the purposes of this section, the terms “forced labour” and “child Labour” shall bear the same meanings as set out in the Fighting Against Forced Labour and Child Labour in Supply Chains Act.
• Supplier represents and warrants that the Work was not mined, manufactured or produced wholly or in part by forced labour or child labour. Regardless of who acts as an importer, Supplier shall not, during the performance of this Order, directly or indirectly, deliver Work to PTW or import Work into Canada, the importation of which is prohibited pursuant to Section 136(1) of the Customs Tarriff Act and tariff item No. 9897.00.00 of the Customs Tarriff – Schedule (as amended from time to time) because if it is mined, manufactured or produced wholly or in part by forced labour or child labour.
• If a tariff classification determination is made under the Customs Act and that the importation of the Work, or any part of the Work, is prohibited, Supplier must immediately inform PTW in writing. PTW may terminate the Contract for default in accordance with Section 14 of this Order if the Work or any part of the Work is classified under tariff item no. 9897.00.00 of the Customs Tarriff – Schedule. If Supplier is aware that the Work, or any part of the Work, is being or has been investigated regarding whether it is prohibited from entry pursuant to tariff item No. 9897.00.00, Supplier must immediately inform PTW in writing of such investigation.
• PTW may terminate this Order for default in accordance with Section 14 if PTW has reasonable grounds to believe the Work was mined, manufactured or produced in whole or in party by forced labour, child labour, or is linked to human trafficking. Reasonable grounds for making such a determination may include (without limitation)
  • Findings or withhold Release Orders issued by the United States Customs and Border Protection, under the US Trade Facilitation and Trade Enforcement Act of 2015 (as the same may be amended, supplemented or replaced); or
  • Credible evidence from a reliable source, including but not limited to, non-governmental organizations.
• PTW may terminate this Order for default in accordance with Section 14 if Supplier has, in the past three years been convicted of any of the following offences under the Criminal Code or the Immigration and Refugee Protection Act:
  • Criminal Code
    • Section 279.01 (Trafficking in persons);
    • Section 279.011 (Trafficking of a person under the age of eighteen years);
    • Subsection 279.02(2) (Material Benefit – trafficking)
    • Subsection 279.02(2) (Material Benefit – trafficking of a person under 18 years)
    • Subsection 279.03(1) (Withholding or Destroying Documents – trafficking)
    • Subsection 279.03(2) (Withholding or Destroying Documents – trafficking of a person under 18 years); or
  • Immigration and Refugee Protection Act
    • Section 118 (Trafficking in Persons)
• PTW may terminate this Order for default in accordance with Section 14 if Supplier has, in the past three years been convicted of an offence in a jurisdiction other than Canada that, in PTW’s opinion is similar to any of the offences identified this Section 10.
• Supplier represents. Warrants and covenants that its subcontractors and suppliers shall comply with this Section 10 and that Supplier will exercise all efforts to ensure it and its subcontractors’ and suppliers’ ongoing compliance with the Fighting Against Forced Labour and Child Labour in Supply Chains Act

11. INSURANCE

Supplier and Supplier’s subcontractors or agents shall each carry Commercial General Liability insurance with a combined single limit of not less than $5,000,000 per occurrence and Automobile Liability insurance of not less than $2,000,000 per occurrence. Supplier shall provide independent proof of such coverage and add PTW as an additional insured to its policy(s).

12. LIMITATION OF LIABILITY

Neither party will be liable to the other for any indirect, special, punitive, exemplary, or consequential damages, including but not limited to damages for: lost production, lost revenue, lost product, lost profits, lost business, or business interruptions. This exemption does not apply to i) any claims covered by insurance policies of the indemnifying party; ii) claims due to willful misconduct or gross negligence; iii) any warranty requirements or iv) indemnification obligations for third party claims.

13. ASSIGNMENT AND SUBCONTRACTING

Supplier may not assign any rights or obligations under this Order without PTW’s prior written consent. Supplier may not subcontract any portion of this Order without PTW’s prior written consent.

14. INDEPENDENT CONTRACTOR / USE OF NAME

This Order does not create a partnership or joint venture between the parties. Each party is an independent contractor, has no authority to bind the other, and is solely responsible for its own employees and subcontractors.

15. TERMINATION

• PTW may cancel the Order for convenience at any time with respect to any Goods not yet delivered or Services not yet performed by notifying Supplier. Upon such cancellation, PTW’s liability shall be limited to payment to Supplier of amounts owing for conforming Work delivered, or provided, as applicable, to PTW prior to the date of cancellation.
• If Supplier is in default of any of its material obligations set forth in this Order, then PTW may, in its sole unfettered discretion, either terminate this Order immediately, or require Supplier to cure such default within 5 business days failing which PTW may terminate this Order immediately. Upon such termination, PTW’s liability shall be limited to payment to Supplier of amounts owing for conforming Work delivered, or provided, as applicable, to PTW prior to the date of termination.
• Sections 5, 6, 7, 11, 12, 13, 15, 16, and 17 shall survive termination or cancellation of this Order.

16. AUDIT

At any time during normal business hours for three (3) years following delivery of the Goods or performance of the Services, PTW, its client or their respective representatives may inspect and audit all of Supplier’s records related to this Order or its relationship with PTW, including any records required to confirm Supplier’s compliance with these terms and conditions.

17. SET-OFF

PTW shall be entitled at all times to set off at law and/or in equity any amount owing from Supplier to PTW against any amount due or owing to Supplier with respect to this Order or other agreements between PTW and Supplier.

18. GOVERNING LAW

This Order shall be governed by the laws of the province or territory named as the office of PTW in the Order and any disputes arising shall be subject to the exclusive jurisdiction of those courts. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS.

19. ENTIRE AGREEMENT

This Order constitutes the entire agreement between the parties and supersedes and replaces all other agreements between the parties with respect to the Goods or Services and may be amended only by written instrument signed by the parties. The terms of this Order shall supersede any terms attached to Supplier’s invoice, proposals or other documents, which terms shall not be applicable to this Order and shall not be considered to be Supplier’s exceptions to the provisions of this Order. If any provision is deemed illegal or invalid, such provision will be deemed conformed as needed to be enforceable while consistent with the parties’ intent as expressed in the Order.

20. COUNTERPARTS

The parties may execute this Order by facsimile or other electronic means and in separate counterparts each of which when so executed and delivered shall be an original, and all such counterparts taken together shall constitute one instrument.