TERMS AND CONDITIONS forming part of a Quotation Estimate In these terms and conditions, 4M Solutions Inc. is referred to as “4M” and the party to whom the Estimate is addressed is referred to as “the Client” (collectively the “Parties” or individually a “Party”). The services and deliverables to which these terms and conditions apply are detailed in the attached Estimate. The offer outlined in the Estimate is open for acceptance by the Client for the period stated in the attached Estimate and, if no such period is stated, then for a period of 30 calendar days from the date thereof, after which the Estimate shall lapse without further notice, unless otherwise extended in writing by 4M. 1. The Agreement 1.1 The agreement made by the Parties comprises: (a) 4M’s written Estimate issued to the Client in connection with the Goods and Services (the “Estimate”). Any changes to the Estimate must be approved in writing by 4M; (b) the Schedule of Charges (whether included in the Estimate or provided separately); and (c) these terms and conditions (“Terms”);(collectively the “Agreement”) and shall be interpreted in the above order of priority in the event of any inconsistency or conflict with documents appearing later in the list taking priority over documents appearing earlier in the list. 1.2 The Agreement shall be deemed accepted by the Client upon the first of (i) the Client’s signature of the Agreement or issuance of a purchase order (subject to section 1.3); (ii) the Client’s instruction to 4M to commence work; (iii) 4M starting work at the Client’s site; or (iv) the Client’s payment of any agreed fee to 4M. 1.3 No contractor agreement, purchase order, work order or similar document from the Client will be deemed to amend the Agreement, and in the case of any conflict between any such document and the Agreement, the provisions of the Agreement will prevail. Unless agreed to in writing by both Parties and except as provided in section 5.8, any additional or different terms and conditions are void and of no force and effect. The Client shall bear sole responsibility for ensuring the accuracy of the terms of any order (including any applicable specifications) submitted by the Client, and for giving 4M any necessary information relating to the Goods or Services within a sufficient time to enable 4M to perform its obligations under this Agreement. 2. Provision of Goods and Services 2.1 Goods – 4M will supply the goods expressly described in the Estimate (together the “Goods”, which unless otherwise specified shall include 4M Goods and Third Party Goods as defined in this section). The Client agrees that title to any Goods (i) manufactured by 4M (“4M Goods”) shall remain vested in 4M, or (ii) supplied by a third party and procured by the Client, or by 4M for the Client (in either case “Third Party Goods”) shall remain vested in such third party; in either case until payment in full of the Price. The Client hereby grants a purchase money security interest on the terms of Appendix A (the “Security Interest”) to (i) 4M as owner in the 4M Goods; and (ii) to 4M as agent for the relevant owner in the Third-Party Goods; in either case until such time as the Price has been paid in full. Notwithstanding such reservation of title, Client strictly agrees that all risks relating to the Goods (including but not limited to their use, operation, loss, damage, theft or destruction) pass from 4M or the third party owner (as the case may be) to the Client upon the earlier of 4M delivering the Goods to the relevant work site, or the Client taking delivery, possession or control of the Goods or any part thereof. 2.2 Services (a) 4M will perform the services, including the installation of any Goods, expressly described in the Estimate (together the “Services”). Boom repairs will be performed and controlled strictly to the Bucyrus Erie boom repair procedures. (b) 4M may use subcontractors with appropriate skills and experience for the provision of the Services. 4M may only replace those subcontractors with of suitable experience and suitability. 2.3 4M has based the Estimate in strict accordance with existing 4M specifications, which are available on request. 4M reserves the right to adjust its prices for any changes in the specifications and/or additional controls required by the Client. 2.4 4M reserves the right to make changes in specifications or design which, in its opinion, are an improvement or are necessary because of unavailability of materials. Substituted materials shall be within acceptable limits for proper operation in the specified environment. 2.5 Warranty. Except as provided in this section (the “Warranty”), 4M disclaims all other warranties, including but not limited to those of merchantability and fitness for a particular purpose. Subject to these Terms, 4M warrants to the Client that: (a) All Services will conform in all material respects to the Client’s specifications stated in the Estimate, be of acceptable industry standards, performed with reasonable care and skill and in a good and workmanlike manner, and be free from defects for the period stated in the attached Estimate and, if no such period is stated, then for a period of 30 calendar days from the date of completion of the relevant Services; (b) All 4M Goods will be free of any liens, encumbrances or claims except those created under these Terms, conform in all material respects to the description identified in the Estimate and will be free from material defects in material and workmanship for the period stated in the attached Estimate and, if no such period is stated, then for a period of 30 calendar days from the date of delivery to the Client. 2.6 Warranty Exclusions. The following matters are excluded from the Warranty: (a) Any Third Party Goods will be limited to the warranty of that third party (if any), and 4M offers no warranty to such Third Party Goods and disclaims all warranties, including but not limited to those of merchantability and fitness for a particular purpose; (b) The title to or possible infringement of any IP (as defined in section 6), including but not limited to the intellectual property of any third party; (c) The Warranty does not cover defects in 4M Goods which are not defects in material and workmanship and may reasonably be attributed to other causes including, but not limited to, failure to operate and/or maintain the relevant equipment in accordance with the applicable manufacturer’s directions; matters arising after the earlier of the completion of the Services or delivery of the Goods; wear; abuse or incorrect use of the Goods; accidental occurrence; improper repair; improper handling or storage; chemical exposure and/or abnormal operating conditions not identified to 4M in writing prior to 4M’s issuance of the Estimate; or any other cause that in 4M’s sole discretion cannot reasonably be attributed to defects in material and workmanship. Failure of equipment to meet published performance specifications due to abnormal operating conditions beyond 4M’s knowledge or control shall not be considered defects in either workmanship and/or material. Modification of the Goods or related equipment and/or incorporation of products or related equipment by individuals and/or organizations other than 4M shall void the Warranty; (d) Any matters arising out of or in connection with the actions of any employee, subcontractor or invitee of the Client, regardless of 4M consenting to their involvement; (e) In no event shall 4M’s total liability whatsoever exceed the total price actually paid by the Client pursuant to the relevant Estimate; (f) Any dates quoted for delivery of Goods or Services are approximate only and 4M shall not be liable for any delay in delivery of such Goods or Services, howsoever caused. Time for delivery shall not be of the essence of this Agreement unless previously agreed in writing. 4M reserves the right to make delivery of any Goods or Services in instalments. 2.7 Warranty Remedies. The Client's sole and exclusive remedy for breach of the Warranty during the relevant warranty period shall be, at 4M’s sole discretion, the repair and/or replacement of any defective Service or 4M Good (or component parts thereof) pursuant to the terms of, and subject to the Client’s compliance with, these Terms. The performance by 4M of any such remedies shall not extend the original Warranty period. For the avoidance of doubt, the Client’s sole and exclusive remedy arising out of, or in connection with, and Third Party Goods is restricted to the warranty (if any) of that third party and 4M shall have no liability thereof. 2.8 Warranty Procedure. To obtain warranty remedies pursuant to the Warranty, the Client must strictly adhere to the following procedure. The Client’s failure to comply with the terms of this procedure shall void the Warranty: (a) The Client shall, within 7 business days of any claimed nonconformance or defect in 4M Goods or Services, notify 4M in writing of the alleged nonconformance or defect (the “Notice”). (b) The Client shall allow 4M to inspect the relevant Goods and Services, with such inspection not being an acceptance by 4M of the Warranty claim; 4M shall, within 7 business days following its receipt of the Notice and completion of any inspection, advise the Client of its intention to accept or deny the warranty claim pursuant to the terms of the Warranty. 3. Client’s Obligations 3.1 4M may need access to the Client’s facilities, information, tools and resources for and during the provision of the Goods and Services. If so requested by 4M, the Client, without charge to 4M, will provide access to these to the extent reasonably requested by 4M and shall co-operate with 4M to the extent reasonably required to achieve the objectives set out in the Agreement. The Client shall further make decisions and inform 4M of the results of those decisions when 4M reasonably requests it to do so for 4M’s provision of the Goods and performance of the Services. 3.2 The Client acknowledges that, in giving any opinion or advice in the course of provision of the Goods and Services, 4M relies solely on the information provided to it by the Client and will not independently verify any such information. Accordingly, the Client: (a) Undertakes to provide complete and accurate information and specifications which is or may be relevant to the Goods and Services and to provide such other information as 4M may reasonably request; and (b) Represents and warrants to 4M that any such information provided is or will accurate and complete. 3.3 Unless otherwise agreed, the Client shall provide the following without charge to 4M: (a) All craneage or lift equipment required by 4M to provide the Goods and perform the Services; (b) 600/480V and 120V power supply for 4M welding equipment, compressor, pre-heating equipment and hand tools. The power supply must include power reticulation on site including connection to 4M's offices, compressor and distribution boards. Any delays due to power failures will increase 4M’s prices and charges; (c) Any X-ray, UT, MPI or dye-penetrant testing of any welds or parent material other than specified in 4M's scope of work; (d) All necessary permissions or permits, including but not limited to any required from the Inspector of Mines, including but not limited to working hours per day for the provision of Goods and Services. Should permission not be granted and 4M has to work reduced hours, prices and timelines will be increased. 4. Fees and Payment 4.1 The Schedule of Charges in the Agreement sets out the proposed fees, costs and expenses for the Goods and Services (the “Price”), subject to the following: (a) Any Price based on cost plus, time and materials or on an estimate does not constitute a fixed price; (b) 4M reserves the right, and may, increase the Price (i) on each occasion that the meeting of any date is delayed by the Client for 2 weeks or more; (ii) to reflect any variation or change to the Estimate requested by the Client; (iii) any failure by the Client to fulfill its obligations under the agreement; (iv) for standing time out of the control of 4M, and on Goods or Services not defined in the Estimate; (v) to reflect any cost increase in Goods, raw materials, supplier costs, any currency fluctuation or any other factor beyond the control of 4M (including but not limited to events of Force Majeure, Act of God, any foreign exchange fluctuation, currency regulation, alteration of tariffs or duties, significant increase in the costs of labour, materials or other costs of manufacture); and (vi) as otherwise outlined in the Agreement. 4.2 The Price is exclusive of GST, PST, and similar taxes of any kind, all of which are to be paid by the Client. 4.3 Unless otherwise set out in the Estimate the Price will be invoiced every seven (7) business days and are due in full seven (7) business days from date of the relevant invoice, without deduction or set-off. Invoices not paid in full by such date will be subject to interest at the rate of two per cent per month (24% per annum) from the date of the relevant invoice until paid in full. 4.4 If payment for any invoice is not made in full within the required time, 4M in its sole and absolute discretion may exercise any right or recourse, including but not limited to suspending or ceasing any or all Goods and Services pursuant to the Agreement. No such remedy or enforcement of any right of 4M shall be exclusive of or dependant on any other remedy or right but any one or more of such remedies or rights may from time to time be exercised independently or in combination. 4M may, in writing, grant extensions of time and other indulgences or waive any breach of the terms hereof, provided that any such grant or waiver shall not limit or affect the rights of 4M with respect to any future time limit or breach and such grant or waiver shall be without prejudice to the liability of the Client. No delay or failure of 4M to pursue any remedy, right, power or privilege shall be construed as a waiver of that breach by 4M or as a waiver of any subsequent or other breach, and no exercise of any right hereunder shall preclude the exercise of any such right on any subsequent occasion. 5. Limitations and Exclusions 5.1 The Client hereby releases, indemnifies, defends and holds harmless 4M and its directors, officers, employees and consultants (together, the “4M Group”) from and against all damages, losses, and costs (including legal fees) arising out of or in connection with the Agreement, the Goods (including, for the avoidance of doubt, 4M Goods and Third Party Goods (as the case may be)) and the Services. 5.2 Neither Party shall in any circumstances be liable to the other whether in contract, tort (including negligence) or otherwise for any loss of profit, loss of production, or loss of use suffered or incurred directly or indirectly by the other Party, or any consequential, indirect or special loss or damage howsoever arising and of whatsoever nature or any punitive or exemplary damages. 5.3 Nothing in this Section 5 shall affect or limit the Client’s obligation to pay the Price or any other sums properly due under the Agreement. 5.4 Except as specifically provided in these Terms, there are no warranties of any kind, whether express, implied or statutory, with respect to this Agreement, any Goods or any Services provided including, but not limited to, any implied warranties, including warranties of merchantability, fitness for a particular purpose, or conformity to any representation, description, models or samples of materials. All other warranties, express, implied or statutory, and including but not limited to any representation, warranty, statement or information made or communicated (orally or in writing) to the Client, are expressly disclaimed and negated. 5.5 4M shall not in any circumstances be liable to the Client for any loss or damage resulting from a modification of, adjustment or repair to the Goods or results of the Services by anyone other than 4M, or from any use by the Client of such results in any manner. Any such modification, adjustment, repair or use shall be undertaken at the Client’s sole risk. 5.6 4M shall not be liable for any defect, wastage or other loss whatsoever in, of or arising from equipment, hardware or software or other items made available to 4M by the Client (“Client Materials”) which shall be held, worked on and used at the Client’s risk. 5.7 4M shall not be responsible for any loss, damage, cost or expense arising from, or from any defect, mistake or inaccuracy in any Client Materials or information specified or supplied by the Client or any third party. 5.8 The limitations and exclusions in these Terms may be modified or extended by 4M from time to time by letter from 4M to the Client, and which will be binding on the Client. 6. Intellectual Property and Rights of Use 6.1 Intellectual Property (“IP”) means all of 4M’s rights in the following items: (i) all patents, patent applications, (whether or not they have been submitted to patent registration authorities), working papers, drawings, specifications, utility models, designs, design registrations, formulae, processes, inventor's certificates, inventions, shop rights, know how, trade secrets and confidential information; (ii) all registered and unregistered trademarks, service marks, logos, names and other similar rights; (iii) all copyrightable works and all registered and unregistered copyrights; (iv) all computer software, files, documentation, models, and rights relating to them; (v) all modifications, improvements and development of the items described above; and (vi) all registrations for, and applications for registration of, any of the items described above. 6.2 The Client acknowledges that 4M is the sole and rightful owner and copyright holder (or agent for the relevant owner with respect to Third Party Goods, as the case may be) of the IP used by 4M to provide the Goods and Services (together, “4M IP”), that title and ownership of 4M IP remain fully in 4M or the relevant third party as the case may be notwithstanding any term or condition of the Agreement, and that all right, title, and interest, including the copyright, in the 4M IP is retained by 4M or the relevant third party as the case may be. The Client specifically confirms and agrees that 4M or the relevant third party as the case may be is not restricted in any manner in dealing with the 4M IP in its sole and absolute discretion, including but not limited to the ability to enter any commercial arrangement with any third party. 7. Third Party Services 7.1 4M or the Client may, during the provision of Goods or the performance of the Services, make use of third party products, goods, software, personnel, equipment or services. 4M gives no warranty in relation to such products, goods, software, personnel, equipment or services, and the Client shall rely solely on the warranties and remedies provided by any such third party, including but not limited to any Third-Party Goods unless otherwise expressly agreed in writing by 4M as part of the relevant Estimate. Without limiting any other provision of these Terms, in no circumstance shall 4M be liable for any supply or failure by any such third party to supply goods or perform services within particular timescales or to particular specifications. 8. Termination 8.1 4M may terminate this Agreement immediately upon any invoice not being paid in accordance with section 4.3. Either Party may at any time and without cause terminate the Agreement on giving 30 calendar days’ written notice of termination to the other Party. 8.2 Upon termination under section 8.1, the Client shall pay 4M all sums due in respect of the Goods and Services provided and expenses incurred to the date of termination and, without limitation, shall indemnify 4M in full against all loss, costs, damages, charges and expenses incurred by 4M (“Costs”) as a result of cancellation, including but not limited to any Costs incurred with respect to, or arising out of or in connection with, any Third Party Goods. 8.3 Termination shall not affect any accrued rights or liabilities arising out of the Agreement. 9. Non-Solicitation The Client shall not, either during the provision of Goods or Services or for a period of one year from their completion, employ or offer employment to any employee or subcontractor of 4M. 10. Assignment Neither Party shall assign this Agreement or any rights hereunder without the other Party’s prior written consent (not to be unreasonably withheld or delayed). 11. Publicity The Client agrees that 4M may refer to the Client on its client lists; and refer to the nature of the Goods and Services contracted for provided that the Client is not identified. 13. No Waiver No failure, delay or indulgence by either Party in exercising any power or right under the Agreement shall operate as a waiver of that power or right. 14. Force Majeure Neither 4M nor the Client will be liable for any failure to perform their obligations, or delay in the performance of their obligations, if the failure or delay is due to causes outside their reasonable control. Lack of finances shall not be deemed to be an acceptable reason for failure or delay under this section, and payment of the Price shall not be capable of being delayed pursuant to this section. 15. Severability If any provision or part of a provision of the Agreement is held to be invalid, illegal or unenforceable that part shall be severed and the remaining provisions shall continue to be valid and enforceable as if the Agreement had been executed with the invalid provision omitted. 16. Entire Agreement This Agreement constitutes the entire agreement in relation to the Goods and Services and supersedes all prior agreements, representations, understandings or discussions. Any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document do not form part of this Agreement. The Client acknowledges that any agreement, representation, understanding or discussion it wishes to rely upon has been recorded in the Agreement and that no reliance has been placed upon any agreement, representation, understanding or discussion that has not been embodied in this Agreement. 17. Applicable Law The Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the Province of Alberta, and the laws of Canada applicable therein. Each of the Parties hereby agree that any legal action or proceedings in connection with this Agreement shall be brought in the Court of King's Bench in the Province of Alberta, and irrevocably and unconditionally attorn and submit to and accepts the exclusive jurisdiction of such Court. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods signed in Vienna 1980, and any adoption or enactment of the same, does not apply to this Agreement and the matters described herein. 18. Further Assurances Each party covenants and agrees that it will execute such further documents and do and perform or cause to be done and performed such further and other acts as may be necessary or desirable from time to time in order to give full effect to the provisions of this Agreement. 19. Successors This Agreement shall enure to the benefit of, and be binding upon, the Parties hereto and their respective successors and permitted assigns. 20. Time. Time shall be of the essence of this Agreement. Appendix A - Security Interest 1. The Security Interest extends to all proceeds of whatsoever nature and kind received directly or indirectly from the sale, disposition, destruction or expropriation of the Goods. 2. In the event of default of payment of the Price, 4M in addition to any other rights or remedies it may have at law, may: (a) by its officers, employees or agents, enter lands or premises where the Goods or any part thereof may be for the purpose of taking possession or removing the Goods and, if necessary, may break into buildings or enclosures wheresoever the Goods may be found; (b) without notice to the Client, seize, collect, realize, remove, sell, lease, borrow money on the security of, release to third parties, use in any manner and for whatever purposes 4M determines, or otherwise deal with the Goods or any part thereof in such manner and upon terms and conditions and at such times as it deems advisable; (c) at its option, elect to retain all or any part of the Goods in satisfaction of the obligations of the Client under this Agreement then outstanding provided that 4M shall not be deemed to have so elected, unless notice in writing to that effect is served upon the Client; (d) by instrument appoint a receiver or a receiver and manager (the "Receiver") of the Goods and of the rents and/or profits derived therefrom and with or without security, and may from time to time by similar writing remove any Receiver without appointing another in his stead and 4M may apply to a court of competent jurisdiction for such removal and appointment. 3. 4M shall not be liable or accountable for any failure to seize, collect, realize upon, sell, lease or obtain payment of or for the Goods or any part thereof and shall not be bound to institute proceedings for the purpose of seizing, collecting, realizing or obtaining possession of or payment of the Goods or for the purpose of preserving any rights of 4M, the Client, or any other person in respect of the Goods. The Client hereby expressly waives the right to receive a copy of any financing statement, or verification statement that may be registered or received by 4M under the Personal Property Security Act or similar legislation in connection with any security interest created under this Agreement or under any future agreement with 4M. This Agreement shall not merge in any prior or subsequent security agreement, mortgage or charge or judgment obtained by 4M unless expressly provided to the contrary in writing by 4M. 4. 4M may, in writing, grant extensions of time and other indulgences or waive any breach of the covenants hereof by the Client, provided that any such grant or waiver shall not limit or affect the rights of 4M with respect to any future time limit or breach and such grant or waiver shall be without prejudice to the liability of the Client or of 4M's right to hold or realize on the Goods. 5. Upon the Client's failure to perform any of its duties hereunder, 4M may, but shall not be obligated to, perform any or all of such duties, and the Client shall pay to 4M, forthwith upon written demand therefore, an amount equal to the expense incurred by 4M in so doing. 6. 4M may take and give up security, accept compositions, compound, compromise, settle, grant releases and discharges and otherwise deal with the Client, sureties and others and with the Goods as 4M may see fit without prejudice to the liability of the Client or 4M's right to hold and realize the Security Interest. The Security Interest created hereby is intended to attach when this Agreement is signed by the Client and delivered to 4M.