Invoice Terms and Conditions for Rice Engineering and Operating Ltd.

1. Definitions.

(a) “Goods” means any materials, parts, or equipment supplied or
manufactured by Seller at the verbal or written request of
Purchaser or Recipient and included on this Invoice.

(b) “Purchaser” means the person, firm or company named under
“Sold To:” on the face of this Invoice.

(c) “Recipient” means the person, firm or company named under
“Ship To:” on the face of this Invoice.

(d) “Seller” means Rice Engineering & Operating Ltd. and its
officers, directors, agents, employees and affiliates.

(e) “Services” means any labour or work performed at the verbal or
written request of Purchaser or Recipient in relation to Goods.

2. Title. Until Invoice Total is fully paid, Seller shall at all times have
and retain title to and a security interest in the Goods and Purchaser
and Recipient shall have no right, title or interest in the Goods.

3. Purchase Money Security Interest. Seller has a Purchase Money
Security Interest in the Goods and a Security Interest in Proceeds of
the Goods as such terms are used in and within the meaning of the
Personal Property Security Act (Alberta).

4. Price. Unless otherwise agreed, Goods and Services will be
charged in accordance with Seller’s current catalogue prices and
current wage rates respectively. Charges incurred as a result of
Purchaser’s or Recipient’s delay or fault will be Purchaser’s sole

5. Payment. Payment terms for Goods and Services are indicated on
the face of this Invoice.

6. Waiver. Any compromise or extension of payment granted by Seller
does not constitute a waiver of any other default by Purchaser or
Recipient or a waiver of any other right of Seller.

7. Shipping. Unless otherwise agreed, the F.O.B. point, carrier and
routing shall be at Seller’s sole option.

8. Acknowledgment. Purchaser acknowledges receipt of the Goods
in good condition and as ordered. Purchaser acknowledges that
information on the face of this Invoice is complete and accurate.

9. Assumption of Risk. Seller bears no risk of loss, theft of, damage
to or destruction of the Goods from any cause whatsoever upon
delivery of the Goods to Recipient.

10. Sub-contracts. Seller, at its sole option, may subcontract any and
all orders accepted by it, without consent of Purchaser.

11. Liability for Defects.

(a) Seller’s liability for damages caused by defective or deficient
Goods or Services shall be limited to the Amount invoiced for
the Goods and Services in respect of which damages are
claimed but shall not include the cost to remove or disassemble
systems to recover defective Goods or the cost to install
replacement Goods.

(b) At Seller’s sole discretion, Purchaser or Recipient shall ship
Goods claimed to be defective to Seller, under Seller’s shipping
instructions and by freight prepaid, and if the Goods are found
to be defective, credit will be issued by Seller to cancel the
charge for replacement.

(c) Seller is not liable in any way for repairs or alterations of Goods
made by Purchaser or Recipient without Seller’s written

(d) Seller’s liability for defective Goods under this section applies
only if a claim in writing is made to Seller at its corporate head
office in Edmonton, Alberta, within 180 days of discovery of the
defect and in any case within one year from the Invoice Date.

12. Warranties. There are no warranties either express, or implied, oral
or written, in fact or by operation of law, as to the fitness or suitability
of the Goods for the use to which they are applied or for the
circumstances to which they are subjected. In particular, there is no
guarantee against corrosion or erosion or against the effects of
chemicals and their fumes. There is no guarantee of any kind on
used or second-hand material or equipment. In the case of Goods
supplied but not manufactured by Seller, Seller shall, if permitted or
authorized to do so, assign the benefit of all manufacturers’
warranties to Purchaser in respect of those Goods.

13. Limitation of Liability. Seller shall not be responsible for indirect,
consequential, special, exemplary or punitive damages or personal
injury (including death), whether foreseeable or unforeseeable and
regardless of cause, including any claims for labour, interruption in
use, unavailability of systems, or loss (including loss of goodwill,
profits or revenues), arising directly or indirectly out of any breach or
failure of express or implied warranty, breach of contract,
misrepresentation, action, omission, negligence, gross negligence or
strict liability in tort or otherwise. This section does not apply where
expressly prohibited by law.

14. Amount of Liability. Seller’s liability to Purchaser or Recipient for
any breach or default by Seller of any of the provisions of this Invoice
or with respect to any claim related to the Goods or Services
provided in this Invoice, other than liability under section 11(a), is
limited to a maximum of five times the Amount of the Good or
Service which is the subject of the breach or default.

15. Third Party Liability. Seller shall not be liable for any claim made
against Purchaser or Recipient by any other person, even if Seller
has been advised of the possibility of such claim.

16. Purchaser’s Design. Seller shall have no responsibility for and
Purchaser does hereby indemnify and save Seller harmless from
patent infringements, structural designs or operating performance of
Goods manufactured according to designs and specifications
provided by Purchaser, including shop drawings made by Seller and
approved by Purchaser, which shop drawings shall be considered
part of the designs and specifications of Purchaser.

17. Termination. Purchaser’s liability to Seller for breach or default by
Purchaser of any of the provisions of this Invoice shall include
recovery of all Seller’s costs and expenses, (including solicitor client
costs on a full indemnity basis) incurred with respect to any
proceedings taken to enforce Seller’s rights and remedies.

18. Force Majeure. Seller shall not be liable or responsible for default
or non-performance of any covenant, agreement or obligation in this
Invoice if such default or non-performance is attributable to causes
beyond Seller’s control, including any governmental export or import
restrictions or prohibitions.

19. Notice. Any notice required or permitted to be given hereunder shall
be sufficiently given if in writing and delivered in person or mailed by
registered mail addressed to the other party at its address, as set out
on the face of this Invoice.

20. Interpretation.

(a) Time is of the essence.

(b) These Terms and Conditions of Sale are to be construed and
interpreted according to the laws of the province of Alberta, and
the courts of the province of Alberta have exclusive jurisdiction
over disputes of any kind arising in connection with this Invoice
or these Terms and Conditions of Sale.

(c) Any term, covenant or condition of this Invoice or any portion
thereof which is held to be invalid or unenforceable shall be
severed and the remainder of the Terms and Conditions of Sale
shall not be affected thereby.

(d) Notwithstanding any terms and conditions of Purchaser’s order,
or Purchaser’s or Recipient’s standard or general practices,
terms or conditions, Seller’s Terms and Conditions prevail in all
circumstances whatsoever.

(e) This Invoice shall be binding upon and enure to the benefit of
the parties hereto, their heirs, executors, administrators,
successors and assigns.