Updated January 28, 2025

The Terms and Conditions of Sale below constitute an (“Agreement”) between Collicutt Energy Services Corp. (“Collicutt”) and Customer. The provisions of this Agreement supersedes all prior agreements, negotiations, understandings, representations and warranties, whether written, oral or otherwise, and no waiver, alteration, or modification of the provisions of this Agreement shall be binding unless agreed to in writing and signed by both Collicutt and Customer.

  1. QUOTATIONS AND PRICING

All quotations are valid for thirty (30) days from the date of the quotation unless otherwise agreed to in writing by Collicutt.  A quotation is not a valid acceptance of an offer to sell unless (1) a purchase order is accepted by Collicutt and signed by a duly authorized representative of the Customer and (2) approved by Collicutt’s Credit Department.  Inadvertent error in either price or terms is subject to correction. Collicutt reserves the right to revise pricing based on exchange rate between time of quotation and issuance of Customer’s purchase order.  All pricing is in Canadian dollars unless otherwise noted.

  1. DELIVERY

The delivery dates in the supplied by Collicutt are approximate only, unless otherwise specified, and are subject to manufacturer’s lead times.  Unless otherwise stated, all parts will be shipped F.O.B. shipping point.  Offloading and placement is the Customer’s responsibility unless otherwise provided for.  Storage and interest charges will result when equipment and parts are ready for shipment to the Customer are held in Collicutt’s facilities due to Customer’s refusal or inability to accept timely delivery.

  1. RESERVATION OF TITLE

All products, parts, equipment and other items (provided to the Customer by Collicutt pursuant to this Agreement (collectively the “Equipment”) shall remain the sole and exclusive property of Collicutt, and all right, title and interest in the Equipment shall remain in Collicutt, until all amounts required to be paid to Collicutt pursuant to this Agreement are paid in full.

  1. CHANGES AND CANCELLATION

Customer agrees to pay for any changes in scope, design, or work plan for that ordered.  Customer may cancel the order only upon written approval of Collicutt.  Cancellation charges will apply in the amount of 10% of the total price of the purchase order plus any change orders, plus Collicutt’s actual expenses to which Collicutt has paid, or has committed to pay.

  1. PAYMENT TERMS

All payments for the Equipment or other services and labour provided by Collicutt are required to be paid within 30 days from the date of the invoice that constitutes part of this Agreement, without set-off or holdbacks.  If the Customer fails to pay all amounts in full as and when required by the terms of this Agreement, then interest on all unpaid amounts shall accrue and be paid by the Customer at the rate of eighteen percent (18%) per annum on the unpaid balance until paid in full, and the Customer shall pay to and reimburse Collicutt for any and all expenses it incurs to enforce this Agreement, including without limitation all enforcement or sale expenses, and legal costs on a solicitor and own client full indemnity basis.  Further, and without limiting the foregoing, Collicutt shall have the right, in its sole and absolute discretion, to exercise any one or more of the following remedies: (a) exercise all rights and remedies granted or authorized to creditors under Security Laws (as defined below) or any other applicable laws or legislation; (b) proceed by court action to enforce performance by the Customer and recover sums due and owing; (c) as the Customer’s agent and power of attorney, and without terminating this Agreement, immediately and without notice, take possession of all or any part of the Equipment (and in such respects the Customer authorizes any landlord or third party to provide Collicutt with access to the location at which the Equipment is located in order to possess the Equipment, waives any and all damages occasioned by Collicutt taking possession, and confirms that such taking of possession shall not constitute a termination of this Agreement or relieve the Customer from its obligations hereinunder); (d) upon taking possession of any part of the Equipment, Collicutt may (i) dismantle, disable, move, erect, enable or reassemble all or any part of the Equipment; (ii) lease or sell (whether by public auction or by private sale) all or any part of the repossessed Equipment to any other person on such terms and conditions as Collicutt may deem fit; and (iii) apply any amounts received to any costs or expenses incurred by Collicutt in connection with such repossession and disposition and any amounts payable under this Agreement; and (e) Collicutt may stop work at any time without being back charged from the Customer.  All of Collicutt’s rights and remedies are cumulative, and not alternative or exclusive.

  1. TAXES

Sales tax shall be for the Customer’s account and be paid by the Customer, and are in addition to the prices quoted.  Customs and duties are included in the quoted and/or invoiced price unless specifically agreed otherwise.  Any changes in customs and duties subsequent to the date of the quotation will be charged to Customer in addition to what may be included and shall be paid by the Customer on demand.

  1. PERSONAL PROPERTY SECURITY ACT

To secure the performance of Customer’s obligations under this Agreement, the Customer grants Collicutt a continuing security interest in the Equipment, its proceeds of any nature (including insurance), all rental payment from subleases, and any related, attached or substituted property.  Collicutt has all rights of a secured party under the Personal Property Security Act (Alberta), and/or any other applicable personal property security legislation in Canada that may apply (collectively the “Security Laws”).  Collicutt’s security interest in the Equipment constitutes a “Purchase Money Security Interest” under Security Laws.  The Customer authorizes Collicutt to file financing statements or other registrations as required, an the Customer waives all rights to notice regarding such filings.  The Customer also acknowledges that the Equipment are “Consumer Goods” under Security Laws.

  1. CLAIMS FOR SHORTAGES

Any claims for shortages or deductions of erroneous charges by the Customer must be promptly presented with full details within ten (10) days after receipt of the shipment, or such claims will not be allowed.

  1. CORE CREDIT

Core credit will be issued for the value not exceeding the amount originally charged.  Collicutt reserves the right not to refund the entire core charge based on the condition of the core.  Cores requested to be returned to the Customer must be done within thirty (30) days upon notification to the Customer as to the condition of the core.

  1. RETURN OF GOODS

Goods will not be accepted for return without the prior written authorization from Collicutt.  Any products accepted for return will be subject to a minimum 25% restocking fee.  Non-stock or special order products are non-returnable.

  1. WARRANTY

Any warranty, if applicable, will be set out in the warranty provided by the manufacturer of the Equipment.  Parts manufactured or remanufactured by Collicutt will be warrantied for a period of twelve (12) months from the date of sale, unless otherwise specified.  Warranty is only valid if the Customer has:

(a)   Complied with all service requirements and recommendations of the manufacturer and/or Collicutt relating to the parts or the equipment into which parts are installed;

(b)   Retained all alleged defective parts for inspection by Collicutt;

(c)   Notified Collicutt, in writing, of alleged part failures within the applicable warranty period.

Warranty explicitly excludes any implied warranties including but not limited to merchantability for fitness for a particular purpose.

  1. REPAIRS NOT COVERED

The Warranty provided above shall not apply to a rebuilt engine or power unit and any rebuilt parts used therein which in the opinion of Collicutt have been damaged as a result of excessive loading, over or under speeding, heating, fire or abnormal combustion, ingestion of foreign materials, inadequate maintenance, misalignment, accident, improper installations, improper storage, improper use or any other condition or event not within the control of Collicutt.

  1. LIMITATION OF LIABILITY

The liability of Collicutt is limited to the repair or replacement of defective parts to the extent provided in the applicable manufacturer’s warranty.  Collicutt shall not be liable for any personal injuries (including death) to any person or any other loss or damage, either direct, indirect or consequential, whether to the equipment into which parts are installed or to any other property, whether or not caused or contributed to by any defect in parts or by any other cause or reason whatsoever.  In addition, in no case, shall Collicutt be liable for loss of use of the equipment into which parts are installed or loss of profits whether or not caused or contributed to by the negligence or default of Collicutt.

  1. INDEMNIFICATION

Except for damages caused by the negligence of Collicutt, Customer shall defend, indemnify and hold Collicutt harmless from all claims, actions, demands, loss and cases of action arising from injury, including death, to any person, or damage to any property, when such injury or damage results in whole or in part from the acts or omissions of Customer.

  1. FORCE MAJEURE

The obligations of each party hereto in any capacity shall be suspended and it shall not be liable for damages during the time and to the extent that such a party is prevented from complying with its obligations hereunder in part or in whole by strikes, lockouts, acts of God or the King’s enemies, wars, laws, unavoidable accidents, delays in transportation, inability to obtain necessary material in the open market or any other cause, except financial, whether similar or dissimilar to those specifically enumerated and set forth above, beyond the reasonable control of the party affected.

  1. GOVERNING LAW

This Sale shall be governed by the laws of the Province of Alberta.