PROGRESSIVE SEALING INC.

TERMS AND CONDITIONS FOR SALE OF EQUIPMENT AND SERVICES

The following terms and conditions must be accepted as an integral part of any Sales Quotation or Sales Order (as those terms are defined below).

1. DEFINITIONS

(a) "Cancellation", and "Cancellation Charge" have the meanings given to them in Clause 6.
(b) "Equipment" means all pumps, operational spare parts, renewal parts or any other material (including tooling) offered by Progressive under a Sales Order or in a Sales Quotation.
(c) "Force majeure" means any unforeseen occurrence that is beyond the reasonable control of the Seller and which adversely affects the performance of its obligations under the Sales Order and which is unavoidable notwithstanding the reasonable care of the Seller, such as: acts of God, unusually severe weather, epidemics, war, riots, civil insurrection, civil or military authority, acts of the public enemy, fires, floods, or earthquakes and acts of civil or military authority.
(d) "Purchase Order" means any document prepared and submitted by the Purchaser to the Seller requesting that the Seller sell to the Purchaser Equipment and/or Services;
(e) "Purchaser" means the entity either (i) submitting a Purchaser Order to the Seller; or (ii) receiving a Sales Quotation from the Seller, relating to Equipment and/or Services.
(f) "Sales Order" means either:
1. (i) a Purchase Order received by the Seller; or
2. (ii) a Sales Quotation issued by the Seller the terms and conditions of which have been agreed to by the Buyer;
which is confirmed by the Seller through the issuance of a Sales Order Confirmation, thereby resulting in a binding contract of purchase and sale between the Seller and Purchaser;
(g) "Sales Order Confirmation" means the written notice issued to the Purchaser by the Seller indicating the Seller's agreement to sell Equipment and/or Services in accordance with the terms of either a Purchase Order or a Sales Quotation;
(h) "Sales Quotation" means a written list, issued by the Seller to a Purchaser, of Equipment and/or Services, along with (i) the prices at which the Seller is prepared to sell the Equipment and/or Services, (ii) the delivery schedule for the Equipment and/or Services and (iii) warranty information for the Services;
(i) "Seller" means Progressive Sealing Ltd.;
(j) "Services" means work, direction of work, technical information, consulting or advice, or other services provided by the Seller, and may also include, but is not limited to, installation, testing, alignment, startup, operation, repair and maintenance of Equipment.

2. QUOTATIONS/ACCEPTANCE OF TERMS

(a) The most recent Sales Quotation issued by the Seller supersedes and replaces all previous Sales Quotations.
(b) Any Sales Quotation issued by the Seller shall be valid for 30 days, unless otherwise stated. Prior to final acceptance by the parties of the terms of the Sales Quotation, the Seller reserves the right to notify the Purchaser and, without penalty, adjust the quoted price, delivery schedule or any other terms. When the Seller deems appropriate, and without incurring any liability to the Purchaser, withdraw the Sales Quotation from the Purchaser. Following having withdrawn a Sales Quotation the Seller will have no obligation to provide any subsequent Sales Quotation to the Purchaser.
(c) The Purchaser acknowledges and agrees that the Seller, when preparing a Sales Quotation, is relying on the accuracy of the Purchaser's own descriptions of its operating conditions. If the Purchaser's actual conditions are different from those specified in the Purchaser's request for a Sales Quotation and the Equipment or Services set out in the Sales Quotation are either inadequate or inappropriate for the Purchaser's operations, then the Purchaser alone shall be responsible for all losses suffered by it including, but not limited to, any damages to the Purchaser's assets, and the cost of all additional Equipment or Service required to accommodate the actual conditions of the Purchaser. Alternatively, the Seller reserves the right to cancel the Sales Order, in which case the Purchaser shall:
1. (i) reimburse the Seller for documented costs and expenses incurred, and
2. (ii) pay the Seller for all Equipment and Services received to date from the Seller.
(d) If:
1. (i) the Purchaser informs the Seller that the terms of a Sales Quotation are accepted by the Purchaser and the Seller issues to the Purchaser a Sales Order Confirmation for that Sales Quotation then it becomes a Sales Order;
2. (ii) the Seller, through its issuance of a Sales Order Confirmation, informs the Purchaser that the terms of Purchase Order are accepted by the Seller then the Purchase Order becomes a Sales Order.
(e) The terms of every Sales Order include these Terms and Conditions. Any additional terms and conditions contained in any other document shall have no effect upon the Sales Order unless the Seller otherwise agrees in writing. Should any term of a Sales Order be either inconsistent or in conflict with these Terms and Conditions then these Terms and Conditions will take precedence over those provisions of the Sales Order to the extent of the inconsistency or conflict.
(f) No Purchase Order or Sales Quotation shall become a Sales Order unless the Seller has issued to the Purchaser a written Sales Confirmation.
(g) No changes in terms or conditions in Sales Order shall be effective without a written change order in a form approved by the Seller, and agreed to and signed by both the Seller and the Purchaser.

3. PRICES/TERMS OF PAYMENT

(a) Regardless of the delivery date shown in the Sales Order, the Seller´s prices for either Equipment or Services shown in the Sales Order will remain unchanged for 180 days from the date of Sales Order; provided, however, that after the 180th day of the date of the Sales Order the Seller will have the right, at its sole discretion, to amend the prices for Equipment and Services set out therein.
(b) The amount of any present or future sales, use, excise or other similar tax applicable to the sale or use of Equipment or Services provided through a Sales Order shall be paid by the Purchaser, or in lieu thereof, the Purchaser shall provide the Seller with a tax-exemption certificate acceptable to the appropriate taxing authorities.
(c) For Sales Orders having a value greater than $100,000 CAD, the Purchaser shall pay the Seller by bank wire transfer, as follows:

Schedule	Sales Order Amount Payable to Seller
At time of acceptance of Sales Order	20% of the total Sales Order value
At 15% of the Sales Order delivery time	30% of the total Sales Order value
At 60% of the Sales Order delivery time	35% of the total Sales Order value
At notification of readiness to ship	15% of the total Sales Order value

(d) Any unpaid amounts shall be subject to interest at the rate of two percent (2%) per month.
(e) If, after three months following any agreed-upon payment date set out in a Sales Order, any amount of the purchase price remains unpaid then the Seller, at its sole discretion, may choose to cancel the Sales, and the Purchaser shall be entitled to pay the Cancellation Charge as set out in Clause 6.
(f) If any payment date is delayed due to a delay by the Purchaser in accepting or delivering any kind of documentation then the Seller, at its sole discretion, may choose to apply interest at the rate of two percent (2%) per month of delay of pending payment, or to cancel the Sales Order, and the Purchaser shall be entitled to pay the Cancellation Charge as set out in Clause 6.
(g) If a local or international tax, tariff, or similar duty ("Duty") comes into force after the date of the Sales Quotation, but before the Products and/or Services are delivered to the Purchaser, the Seller will review the new Duty, and have the right to modify the Sales Order price to reflect the value of Duty. The Seller will immediately notify the Purchaser if any such change to the Sales Order price will be necessary.

4. DELIVERY

(a) Delivery shall be FCA or EXW (Incoterms 2021) determined at sole discretion of the Seller, at the Seller's facility where the Equipment is shipped, unless otherwise mutually agreed between the Seller and the Purchaser. Any alternate terms of delivery mutually agreed upon between the Parties shall be controlled by the associated Incoterms 2021 definitions.
(b) Shipping dates are based on the Seller promptly receiving all necessary information from the Purchaser. Delays by the Purchaser in furnishing complete information to the Seller may result in dates of shipment being extended for a reasonable time and at an increased price, based on conditions at the Seller's facilities. Failure by the Purchaser to provide approvals of drawings (or similar requirements) within any contractually stated period shall automatically extend the Seller's delivery date by at least a reasonable amount of time, as determined by the Seller at its sole discretion, and also may result in a price increase for Equipment and/or Services. Delays by the Purchaser in making any payment under the Sales Order will delay the shipping date by a reasonable period of time as determined by the Seller at its sole discretion. Any such delays will be considered excused delays, and no penalties nor liquidated damages for delayed delivery will be assessed as a result.
(c) Any delay by the Purchaser in accepting or delivering any kind of documentation will delay the shipping date by a like period of time. Such delays will be considered excused delays, and neither penalties nor liquidated damages for delayed delivery be assessed against the Seller as a result. When progress payments are agreed to between the parties and the acceptance of documents is required to be made after shipment, the Purchaser must accept or reject documentation during the two-week period immediately following the shipment date. If the Purchaser fails to accept or reject documentation within that period, the documentation will be deemed to have been accepted by the Purchaser.
(d) The Seller shall not be liable for delivery delays due to events beyond its control or Force Majeure. These causes include, but are not limited to: acts of the Purchaser, labor disputes, boycotts, quarantine restrictions, freight embargoes, transportation shortages or delays, or inability to obtain necessary labor, materials or manufacturing facilities due to such causes. Should any such delay occur the Seller shall provide timely notice of the delay to the Purchaser and the date of delivery shall be extended for a length of a reasonable period of time at the Seller's sole discretion.
(e) The terms of delivery established in any Sales Order shall commence the day after the Seller has accepted the Sales Order.
(f) If the Seller is delayed in performing any of its obligations under the Sales Order and the delay is caused by Force Majeure, the delay will be excused and the period of the delay will be added to the time of delivery.
(g) If the Seller, at its sole discretion, determines that payment from the Purchaser is not certain, then the Seller may ask the Purchaser for reasonable security that in the Seller's sole opinion, is necessary to insure payment. If the Purchaser does not provide such security, the Seller may cancel the Sales Order without penalty, and the Purchaser will be required to either return to the Seller any Equipment already delivered to the Purchaser, or pay for that Equipment in full, as the Seller decides.
(h) If the Equipment is completed and ready for shipment and, for whatever reason, the Purchaser takes the position that the Equipment cannot be delivered, then the Seller, at its sole discretion, may charge the Purchaser for all storage costs caused from the date of notification of readiness to ship until the date upon which the Equipment is delivered. If, after three months after notification of readiness to ship, the Equipment cannot be delivered then the Seller, at its sole discretion, may cancel the Sales Order and the Purchaser shall be entitled to pay the Cancellation Charge as set out in Clause 6.

5. TITLE AND RISK OF LOSS TO EQUIPMENT

Title to Equipment shall remain with the Seller until final payment is received by the Seller. Risk of loss to the Equipment shall remain with the Seller until the notification from the Seller to the Purchaser stating the Equipment is ready for shipment.

6. CANCELLATION CHARGE

The Purchaser may, at its sole discretion, terminate the Sales Order in whole or in part by giving written notice to the Seller of its intent to cancel (the "Cancellation"). In that event the Purchaser shall pay the Seller a charge (the "Cancellation Charge") in accordance with the following schedule:

Schedule	Cancellation Charge Payable to the Seller
After Sales Order entry	10% of the total Sales Order value
At 20% of Sales Order delivery time	35% of the total Sales Order value
At 40% of Sales Order delivery time	60% of the total Sales Order value
At 60% of Sales Order delivery time	70% of the total Sales Order value
At 80% of Sales Order delivery time	85% of the total Sales Order value
At 90% of Sales Order delivery time	95% of the total Sales Order value
At the Sales Order delivery time	100% of the total Sales Order value

In the event of a Cancellation for the Purchaser´s convenience the Equipment shall remain in full property of the Seller, and shall not be delivered to the Purchaser.

(a) If the Purchaser elects to temporarily suspend work under the Sales Order the Purchaser shall notify the Seller one week in advance of the suspension date. The required notice must be in writing and include the anticipated suspension period.
1. (i) If the suspension period is less than or equal to 120 days, the Seller shall advise the Purchaser of the required price and schedule adjustment. Such adjustments shall be based on the Seller's reasonable efforts to reallocate manpower, material and equipment during the suspension period.
2. (ii) If the suspension period more than 120 days the suspension may, at the Seller´s option, be treated as a Cancellation and the Purchaser shall pay the Cancellation Charge.
(b) If the Seller, at its sole discretion, decides that financial condition of the Purchaser does not justify continuance of the Sales Order, the Seller may require the Purchaser to make full or partial payment in advance or shall receive reimbursement in accordance with the schedule for the Cancellation Charge.
(c) Should the Purchaser become bankrupt or insolvent, or if any such proceedings are voluntarily or involuntarily brought against the Purchaser, the Seller shall be entitled to cancel the Sales Order at any time during the period allowed for filing claims against the estate and shall be entitled to receive reimbursement in accordance with the schedule for the Cancellation Charge.

7. WARRANTY

(a) The Seller will provide to the Purchaser all manufacturers' warranties with respect to the Equipment.
(b) The Seller refers the Purchaser to the sales order with respect to any warranty for the Services
(c) The Seller makes no other warranty or representation of any kind whatsoever, whether statutory, written, oral, express or implied and no other warranties (including warranties for a particular purpose or merchantability or any implied warranties or any warranties of custom and usage) shall apply.
(d) The Seller reserves the right to withhold all warranty remedies for Services until all payments have been made in accordance with the Sales Order's terms of payment.

8. LIMITATIONS OF LIABILITY

(a) The Seller's total liability to the Purchaser for all claims of any kind, whether based on contract, tort (including negligence), strict liability, or any loss or damage arising out of, connected with, or resulting from the performance or breach of the Sales Order shall in no event exceed the total price of the Equipment and/or Services associated with the claim. The Seller's obligation to indemnify and reimburse the Purchaser shall be proportionately reduced to the extent any such claims, damages and liabilities are the result of the joint or concurrent gross negligence of the Purchaser or the Purchaser's employees or agents.
(b) In no event, whether based on contract, tort (including negligence or gross negligence), strict liability, or any loss or damage arising out of, connected with, or resulting from the performance or breach of the Sales Order, whether arising before or after completion of the Seller's or the Purchaser's obligations under the Sales Order, shall the Seller or the Purchaser be liable to the other for losses or damages caused by reason of loss of use, revenue or profits or cost of capital or special, incidental, consequential or penal damages of any nature.
(c) In all cases where the Purchaser's claim, whether based upon contract, tort (including negligence), strict liability or otherwise, involves nonconforming Services or damage resulting there from, the Purchaser's exclusive remedies and the Seller's sole liabilities shall be those specifically provided by the Seller's warranty. Any claims by the Purchaser must be submitted to the Seller in writing during the warranty period.

9. INTELLECTUAL PROPERTY

(a) All of the Seller's documentation delivered with a Sales Quotation or Sales Order, including drawings, sketches, weights, dimensions and pricing, are preliminary and are not binding until marked as final by the Seller. The Seller reserves full ownership and copyrights for all information, drawings and other documentation sent with any correspondence, offer or agreement.
(b) Drawings, plans, illustrations, manuals and specifications shall only be required to be furnished as specifically identified and required in writing in the Sales Order. It is agreed that the Seller's obligation to provide any drawings or calculations pursuant to a Sales Order will mean only outline and general configuration drawings as needed for system design and installation, unless the requirement for supply of a particular drawing is specified and agreed to in the Sales Order. Further, it is expressly agreed that no detailed engineering, manufacturing or assembly drawings of any equipment designed manufactured and or supplied pursuant to this Sales Order, and no design, manufacturing or assembly calculations or software or processes that are created or revised pursuant to the Seller's performance of the Sales Order, will become the property of, or ever be required to be delivered to the Purchaser or any subsequent titleholder, and if any are submitted or transmitted by the Seller, they shall be immediately returned by the Purchaser or subsequent titleholder without duplication or other inspection.

10. CONFIDENTIAL INFORMATION

(a) Purchaser agrees and acknowledges that the transaction that he is entering along with the Seller is completely confidential and the Purchaser shall not disclose any information or details pertaining to a Sales Quotation or Sales Order. As well, the Purchaser agrees that it (i) will keep confidential all information relating to the Sales Order and (ii) without limiting the foregoing, will not disclose the information to any person (including current or prospective financing sources) without first having received the prior written consent of the Seller. It is understood that the Purchaser may disclose the information received only to its representatives whom the Purchaser informs of the confidential nature of the information relating to the Sales Quotation and the obligations of this Sales Order. The Purchaser and its representatives will not use any information for any reason or purpose other than to evaluate, negotiate, effect and conclude this Sales Order. The Purchaser will enforce the terms of this Sales Order as to its Representatives and will take such action, legal or otherwise, necessary to cause them to comply with this Sales Order and thereby prevent their disclosure of the information received (including all action the Purchaser would take to protect its own trade secrets and confidential information), except as permitted by this Sales Order.
(b) The Purchaser will protect the information related to the Sales Order, including the Sales Order itself, from unauthorized use or disclosure to third parties with at least the same degree of care (but no less than a reasonable degree of care) as it applies to its own confidential information.
(c) Notwithstanding anything to the contrary, the Seller shall be permitted to disclose the existence of this Sales Order and other necessary pertinent details, as the Seller deems fit, to third-parties for the purpose of securing future work without obtaining the Purchaser's consent.

11. ASSIGNMENT, SUBCONTRACTORS & AFFILIATES

The Seller may assign any portion of the Services to a sub-contractor without the necessity of prior permission or consent.

12. SEVERABILITY

If any provision, phrase or clause within the Sales Order is deemed to be void, invalid or inoperative for any reason, that provision, phrase or clause shall be deemed modified to the extent necessary to make it valid and operative. If such provision, phrase or clause cannot be so modified, it shall be deemed severed from the Sales Order and the remaining provisions, phrases and clauses shall remain in full force and effect as if the Sales Order had been signed with the void, invalid or inoperative portions so modified or eliminated.

13. ARBITRATION

(a) Any dispute, controversy, or difference arising from or in relation to this Sales Order or performance thereof, shall be litigated in the court of law in the Province of British Columbia. The Purchaser agrees that the Supreme Court of British Columbia has competent jurisdiction over any dispute relating to the Sales Order.
(b) Notwithstanding subpart 14(A) above, if both Parties agree in writing, then all disputes, controversies or differences which may arise between the Seller and the Purchaser, out of or in relation to or in connection with the Sales Order, shall be finally settled by binding arbitration held in Vancouver, BC. The arbitration proceedings shall be conducted in English and in accordance with the commercial Arbitration Rules of the International Chamber of Commerce ("ICC").
(c) The arbitration shall be conducted by a panel of three (3) arbitrators, with one (1) arbitrator being selected by the Purchaser, one (1) arbitrator being selected by the Seller and the third being selected by the other two arbitrators. Responsibility for payment of the costs of arbitration, excepting counsel fees, shall be included in the arbitration award.
(d) Neither the Seller nor the Purchaser shall take any action nor steps which will hinder, delay or otherwise interfere with the commencement of, or proceedings in arbitration.
(e) Notwithstanding the foregoing or anything to the contrary, in the event of any litigation arising from breach of this Sales Order, or the services or goods provided under this Sales Order, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred including staff time, court costs, solicitor's fees, and all other related expenses incurred in such litigation.

14. MISCELLANEOUS:

(a) Progressive's obligation to fulfill the terms of this Sales Order is subject to the provision that the fulfillment is not prevented by any impediments arising out of national and international foreign trade and customs requirements or any embargos or other sanctions.
(b) Each Party warrants that it will comply with all applicable laws in respect of the activities contemplated by this Sales Order, including, without limitation, laws and regulations relating to taxation, exchange controls, and customs requirements, as well as with any anti-corruption, antitrust, anti-money laundering or other criminal law, rule or regulation applicable to the Parties.
(c) If after the acceptance of the Sales Order by the Seller, the Buyer is for any reason included on a sanctions list by competent authorities, the Seller at its sole discretion may terminate the Sales Order and Buyer shall pay the Cancellation Charge as set out in Clause 6.

15. ENTIRE AGREEMENT

(a) This Sales Order, consisting of these global purchase terms and conditions, the Sales Quotation, if accepted in writing by the Seller, constitutes the entire agreement between the Purchaser and the Seller. All other provisions and collateral agreements (including letters of intent or Sales Orders or Terms and Conditions issued by the Purchaser), representations, warranties and promises are superseded by this Sales Order.
(b) Any understanding, promise, representation, warranty or condition not incorporated into this Sales Order shall not be binding on either party.