LEGAL / DOCUMENTATION

TERMS AND CONDITIONS OF INVOICE

DEFINITIONS:

"Buyer" means the individual or entity to whom the Contract Equipment and/or Services are delivered;

"Contract" means these terms and conditions and the invoice to which these terms and conditions are attached, for the sale of Equipment and/or Services;

"Equipment" means any parts, products, equipment, materials and/or Services purchased pursuant to this Contract;

"Manufacturer" means the original equipment manufacturer of any Equipment supplied pursuant to this Contract;

"Personnel" shall mean such party's affiliates, officers, directors, employees, agents, and representatives;

"Purchase Price" means the purchase price set out in the invoice to which these terms and conditions are attached;

"Quote" is the quote to which this Contract applies with the Buyer;

"Seller" means Cavalier Industries Ltd., and its affiliates; and

"Services" means any installation or repairs, supply and delivery services, or any other services relating to Equipment or otherwise provided pursuant to this Contract.

1. PURCHASE PRICE:

The Purchase Price as per the Quote, in the currency of the Quote, shall be paid in full, without any deduction or set-off, at the earlier of (i) immediately prior to the time of delivery of the Equipment and completion of any associated Services and (ii) time the Buyer takes possession of the Equipment. Title to the Equipment shall remain in the name of the Seller until the purchase price is paid in full. If Buyer: (a) fails to pay the Purchase Price in full when due; (b) breaches any provision of this Contract or fails to perform its obligations; (c) refuses (regardless of reason) to accept delivery; or (d) if any Equipment is unclaimed within 90 days, Seller may, at its option: (i) terminate this Contract and retain any deposit made by Buyer to Seller: or (ii) enforce the terms hereof and Buyer must pay all legal fees on a solicitor and own client cost basis relating to any such claim or action, noting section 5 will be relied on. Interest shall accrue against any overdue accounts at the rate of (2%) per month and (24%) per annum. Seller will accept payment of the Purchase Price by cheques, EFTs, E-transfers up to $10,000, and credits cards (provided that a 3% fee is added to payment made by credit card to cover credit cards fees).

2. DELIVERY:

Buyer acknowledges and agrees that the delivery date of the Equipment may be delayed, rescheduled or cancelled without any liability of the Seller due to: (a) a Force Majeure Event (as defined herein); (b) failure of Buyer to pay any deposit; or (c) failure or delay of delivery by the Manufacturer. Seller shall not be liable for any such failure of or delay whatsoever and Seller shall not be subject to any claim for losses, damages (liquidated, punitive or otherwise), penalties, or other costs whatsoever related to same.

3. WARRANTY:

The Manufacturer's warranty, if any, including any terms, conditions, and limitations, shall be the sole and exclusive warranty on any Equipment or any associated parts sold pursuant to this Contract. The Seller does not make any representations or warranties with respect to the (i) Equipment or Services, express or implied, including warranty of merchantability and fitness for any particular use or purpose with respect to the Equipment, and (ii) all other obligations or liabilities on the part of the Seller. For the purposes of clarity, this provision shall be in lieu of any warranties which the Buyer would otherwise be entitled to pursuant to the Sale of Goods Act (Alberta), as amended from time to time.

4. STORAGE:

Should the Seller be required to store the Equipment, for any reason, the Buyer may charge a storage fee equal to 5% of Purchase Price per week or $50 per day for storage of the Equipment. Buyer agrees to pay all off-site storage fees incurred by Seller relating to storage of the Equipment, if applicable.

5. LIMITATION OF LIABILITY:

Notwithstanding anything to the contrary, Seller shall not be liable to Buyer (or Buyer's customers) for punitive, indirect, or consequential damages whatsoever (including loss of profits and downtime). To the fullest extent permitted by law, Seller's liability to Buyer, whether arising in tort (including negligence), contract, warranty, or otherwise, shall, in the aggregate, be limited to the Purchase Price. This Section 6 shall survive termination or cancellation of this Contract.

6. INDEMNIFICATION:

Buyer hereby agrees to indemnify, defend, and hold harmless Seller, and its Personnel, from and against all loss, costs, liabilities, demands, claims, legal proceedings and expenses (including legal fees on a solicitor and own client basis) which may be claimed, made or brought by any third party against Seller and Personnel whatsoever arising in connection with any act or omission of Buyer, selection, purchase, ownership, delivery, possession, use, operation, loss or return of the Equipment, taxes, the recovery of claims under any insurance policy relating to the Equipment, the Services, or the Contract. This Section 7 shall survive termination or cancellation of this Contract.

7. PROPRIETARY INFORMATION:

Buyer agrees that all pricing, discounts and technical information provided by the Seller are confidential and proprietary information of Seller. Buyer agrees to, and to cause its Personnel to, (i) keep such information confidential and not disclose such information to any third party, and (ii) use such information solely for the Buyer's internal purposes and in connection with the Equipment and Services supplied hereunder.

8.  FORCE MAJEURE:

Seller shall not be liable for any non-performance, loss, damage, or delay due to acts of God including, but not limited to, severe weather conditions, fire, flood or war, riots, strikes or labor difficulty, governmental acts (including any trade restrictions such as embargoes), epidemics, pandemics, serious illness or plagues, disease, emergency, widespread power failure or internet disruption, acts of the Buyer or end user, delays in transportation, inability to obtain necessary labor or materials from sources, or any other causes beyond the reasonable control of Seller ("Force Majeure Event"). In the event of a Force Majeure Event, the date of delivery of the Equipment will be extended to reflect the length of time lost by reason of such delay. If the grounds for Force Majeure continue for more than six (6) months, Seller may terminate the Contract upon seven (7) days' written notice to Buyer.

9. GENERAL:

This Contract shall be construed according to the laws of the Province of Alberta, with Courts in Alberta, within the municipal boundaries of the City of Edmonton having exclusive jurisdiction. Subject to the terms hereof, this Contract shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, permitted assigns and legal representatives. This Contract, constitutes the entire agreement between the parties, superseding all previous agreements relating to the subject matter of this Contract. Whenever the context of this Contract so requires, the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders. Headings are for convenience of reference only and do not affect the interpretation. The word "including" means "including without limitation". Any provision of this Contract prohibited by or unlawful or unenforceable under any applicable law shall, at the sole option of Seller, be ineffective without invalidating the remaining provisions of this Contract. Seller's failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or a forfeiture of such rights. Buyer agrees to do all things and execute or obtain all documents as may be required by Seller in order to give effect to or better evidence this Contract. Seller may assign this Contract by providing written notice to Buyer. Buyer shall not assign this Contract without the prior written consent of Seller. This Section 10 shall survive termination or cancellation of this Contract. Terms and conditions of the Quote are included. In any event of conflict between the Contract and the Quote, the Seller shall settle the contradiction per its sole discretion.

The Buyer confirms that it has also read and understood all terms and conditions on the Seller's website that are also read into and form part of this Contract. In the event of any conflicting provisions between what is stated on the website and in this Contract, the latter prevails. The website is www.cavalierind.ca