LEGAL / DOCUMENTATION

TERMS AND CONDITIONS OF PURCHASE

DEFINITIONS:

"Buyer" Cavalier Industries Ltd.;

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

"Equipment" means any parts, products, equipment, materials and/or Services purchased 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 purchase order to which these terms and conditions are attached;

"Seller" means person or entity selling and providing the Equipment and/or Services being pursuant to this Contract; and

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

TERMS OF PURCHASE:

Unless expressly agreed otherwise in writing, only these terms and conditions of Purchase ("Terms and Conditions") apply to all purchase orders, transactions and requests of the Buyer with respect to Equipment and Services. The Buyer hereby expressly rejects any terms and conditions imposed by the Seller in any invoice or other document provided or on any website or other media presence with respect to the provision of the Equipment and/or Services, unless expressly agreed in writing (even if the Buyer does not expressly contradict them). Amendments and additions as well as differing conditions of sale and supply require the Buyer's prior written consent. The acceptance of deliveries and services shall not constitute consent to differing conditions of sale and supply of Equipment and Services.

CANCELLATION:

The Buyer shall be entitled to cancel this Contract at any time, without cost or liability, if (i) the Seller has not accepted it in writing or (ii) within 72 hours after acceptance by the Buyer (per the Buyer's discretion).

DELIVERY:

Whether or not a delivery is on time shall be determined by the time of receipt of all of the Equipment at the delivery point specified by the Buyer, and for deliveries that include Services, the time of acceptance shall be at the completion of all of the Services. The Seller shall inform the Buyer, without delay, about (i) any delay in the delivery of Equipment or Services or (ii) any deviation from the agreed quality. The Buyer's acceptance of the delivery of Equipment or Services shall not constitute a waiver of any rights of the Buyer.

TITLE, PRICE, & TRANSFER OF RISK:

The Purchase Price shall be the sole amount payable by the Buyer for the Equipment and/or Services, and no extra charges of any kind shall be payable by the Buyer. The Seller shall carry all costs due to or in connection with the import of the Equipment, which includes (but is not restricted to) all Customs duties and levies, all freight forward and inspection fees and all transport, storage, delivery and logistic fees. The transfer of risk of the Equipment shall take place upon delivery of the Equipment to the Buyer and acceptance of the Equipment by the Buyer in writing. The Buyer shall have the right to inspect all Equipment after arrival at the delivery point and all Services after they are completed. The Buyer may reject any Equipment and/or Services that do not conform to any applicable plan, specification or description.

PAYMENT:

Payment shall be made within 30 days of the date that is the latest of (i) the delivery of all Equipment, (ii) the completion of all Services, and (ii) the Buyer has received the properly formulated invoice, and in the case of (i) and (ii), the Equipment or Services have been formally accepted by the Buyer. Payment does not indicate acceptance of the Equipment or Services as being in accordance with this Contract. If any party is in default with payment of any amount due, it shall pay interest at a rate of 5 percent per annum.

WARRANTY:

Unless the Seller provides longer warranty in the ordinary course, the warranty period for the Equipment and Services shall be 24 months from the date both title transfer and delivery have ocured. The Seller warrants first-class quality of the Equipment and that they will be merchantable and fit for the intended purpose and comply with the agreed and generally expected specifications during the entire warranty period. The Seller warrants that the Equipment will be state of the art and comply with all applicable laws and regulations. The Seller warrants that the Equipment is free of any liens or encumbrances, other adverse claims of ownership and claims of infringement on intellectual property rights. If the Equipment (or any part thereof) or provision of Services are subject to laws governing safety or hazardous substances, the Seller shall disclose such considerations to the Buyer. All Services are warranted to be performed in a good and workmanlike manner and in compliance with the highest industry standards, all applicable codes, and all applicable laws.

INDEMNIFICATION:

The Seller hereby agrees to indemnify, defend, and hold harmless the Buyer 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 the Buyer and its Personnel whatsoever arising in connection with any act or omission of Seller, the Equipment, the Services, or the Contract. This Section 7 shall survive termination or cancellation of this Contract.

PROPRIETARY INFORMATION:

The Seller agrees that it shall not make any information obtained from the Buyer available to third parties, during or after the business relationship between the parties, and shall only use it for the implementation of orders by the Buyer. The Seller agrees to cause its Personnel to comply with this Section 8.

FORCE MAJEURE:

Seller shall not be liable for any non-performance, loss, damage, or delay due to acts of God including, severe weather conditions, fire, flood or war, riots, strikes or labor difficulty, governmental acts (including any trade restrictions), epidemics, pandemics, serious illness, disease, emergency, widespread power failure or internet disruption, or any other causes beyond the reasonable control of a party ("Force Majeure Event"). If a party is hindered to fulfil its contractual obligations due to a Force Majeure Event, the affected party shall notify the other party thereof without delay and the contractual obligation shall be postponed until the lapse of the Force Majeure Event if no circumvention of the impairment is possible. Where the duration of the impairment invoked under this Section 9 exceeds 28 days, the Buyer may cancel this Contract, without cost or liability, by giving written notice.

GENERAL:

This Contract shall be construed according to the laws of the Province of Alberta. 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 Buyer, be ineffective without invalidating the remaining provisions of this Contract. The Buyer's failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or a forfeiture of such rights. Neither party may assign this Contract without the prior written consent of Seller. This Section 10 shall survive termination or cancellation of this Contract.