PURCHASE ORDER - GENERAL TERMS AND CONDITIONS

Delivery Point, unless otherwise agreed to by the strict compliance with the Specifications; (vi) free property resulting from the use of or any actual or alleged
Each Purchase Order placed by buyer for goods and/or services is Buyer in writing. Buyer has no obligation to obtain from any liens or encumbrances on title whatsoever; defect in the Goods or Services, or from the failure of the
subject to these standard purchase terms and the terms of the insurance while Goods are in transit from Supplier to (vii) in conformance with any samples provided to Goods or Services to comply with the warranties hereunder;
applicable Purchase Order, and is conditional upon Suppliers the Delivery Point. Buyer; and (viii) compliant with all applicable federal, (b) any claim that the Goods or Services infringe or violate
agreement to such terms. Supplier shall be deemed to have agreed e. Supplier shall follow all provincial, and municipal laws, regulations, the Intellectual Property Rights or other rights of any person;
to be bound by such terms by accepting the Purchase Order, instructions of Buyer and cooperate with Buyers standards, and codes. (c) any intentional, wrongful or negligent act or omission of
delivering the goods, and/or performing the services. customs broker as directed by Buyer (including by b. Service Warranties. Supplier shall perform all Supplier or any of its Affiliates or subcontractors; (d)
1. Definitions. In these Standard Purchase Terms, the following providing requested shipping documentation) with Services: (i) exercising that degree of Suppliers breach of any of its obligations under this
definitions apply: respect to all Goods that originate from sources or professionalism, skill, diligence, care, prudence, Agreement; or (e) any liens or encumbrances relating to any
a. Agreement means the agreement between Supplier suppliers based outside Philippines. Supplier shall judgment, and integrity which would reasonably be Goods or Services.
and Buyer for the purchase and sale of Goods and/or comply with all the requirements of Bureau of expected from a skilled and experienced service 13.Limitation of Liability. EXCEPT FOR SUPPLIERS
Services. Customs (or any successor organization) with provided providing services under the same or OBLIGATIONS UNDER SECTION 14, AND EXCEPT FOR
b. Buyer means Mapalad Energy generating respect to the importation of Goods from similar circumstances as the Services under this DAMAGES THAT ARE THE RESULT OF THE GROSS
Corporation outsidePhilippines. Agreement; (ii) in accordance with all Specifications NEGLIGENCE OR WILFUL MISCONDUCT OF A PARTY, IN
c. Deliverable means any deliverable or other product 4.Inspection; Acceptance and Rejection. and all Buyer policies, guidelines, by-laws and codes NO EVENT WILL EITHER PARTY BE LIABLE TO THE
or result from Services that is referred to in a a. All shipments of Goods and performance of Services of conduct applicable to Supplier; and (iii) using only OTHER PARTY OR ANY OTHER PERSON FOR ANY
Purchase Order, and any related materials, data, shall be subject to Buyers right of inspection. Buyer personnel with the skills, training, expertise, and INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR
documentation, and includes any Intellectual shall have ninety (90) days (the Inspection qualifications necessary to carry out the Services. PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS,
Property Rights developed by Supplier pursuant to Period) following the delivery of the Goods at the Buyer may object to any of the Suppliers personnel DATA, GOODWILL, OR BUSINESS OPPORTUNITY FOR
such Purchase Order. Delivery Point or performance of the Services to engaged in the performance of Services who, in the ANY MATTER RELATING TO THIS AGREEMENT.
d. Delivery Date means the date of delivery for Goods undertake such inspection, and upon such inspection reasonable opinion of Buyer, are lacking in 14.Independent Contractors. Supplier will perform its
or performance of Services as specified in a Buyer shall either accept the Goods or Services appropriate skills or qualifications, engage in obligations under the Agreement as an independent
Purchase Order. (Acceptance) or reject them. Buyer shall have the misconduct, constitute a safety risk or hazard or are contractor and in no way will Supplier or its employees be
e. Delivery Point means the location identified by right to reject any Goods that are delivered in excess incompetent or negligent, and the Supplier shall considered employees, agents, partners, fiduciaries, or joint
Buyer in the Purchase Order to which the Supplier is of the quantity ordered or are damaged or defective. promptly remove such personnel from the venturers of Buyer. Supplier and its employees will have no
to deliver Goods and/or perform the services, or such In addition, Buyer shall have the right to reject any performance of any Services authority to represent Buyer or its Affiliates or bind Buyer or
other delivery area or point which is specified in Goods or Services that are not in conformance with its Affiliates in any way, and neither Supplier nor its
writing by Buyer. the Specifications or any term of this Agreement. employees will hold themselves out as having authority to
f. Goods means the goods that are required to be Transfer of title to Buyer of Goods shall not constitute act for Buyer or its Affiliates.
delivered by Supplier pursuant to a Purchase Order, Buyers Acceptance of those Goods. Buyer shall 15.Further Assurances. The parties shall sign such further
and include all materials, component parts, provide Supplier within the Inspection Period notice and other documents, cause such meetings to be held,
packaging and labelling of such goods. of any Goods or Services that are rejected, together upon receipt of such notice, and shall not re-employ the resolutions passed and do and perform and cause to be
g. Purchase Order means the purchase order with the reasons for such rejection. If Buyer does not removed person in connection with the Services done and performed such further and other acts and things
between Buyer and Supplier for the purchase and provide Supplier with any notice of rejection within without the prior written consent of Buyer. as may be necessary or desirable in order to give full effect
sale of Goods and/or Services, to which these the Inspection Period, then Buyer will be deemed to c. Manufacturer Warranties. Supplier shall assign to to this Agreement and every part thereof.
Standard Purchase Terms are attached or are have provided Acceptance of such Goods or Buyer all manufacturers warranties for Goods not 16.Severability. If any provision of this Agreement is
incorporated by reference. Services. Buyers inspection, testing, or Acceptance manufactured by or for Supplier, and shall take all determined to be unenforceable or invalid for any reason
h. Services means any services to be provided by or use of the Goods or Services hereunder shall not necessary steps as required by such third party whatsoever, in whole or in part, such invalidity or
Supplier to Buyer pursuant to a Purchase Order. limit or otherwise affect Suppliers warranty manufacturers to effect assignment of such unenforceability shall attach only to such provision or part
i. Specifications means the requirements, attributes obligations hereunder with respect to the Goods or warranties to Buyer. thereof and the remaining part thereof and all other
and specifications for the Goods or Services that are Services, and such warranties shall survive 9.Warranty Remedies. provisions shall continue in full force and effect.
set out in the applicable Purchase Order. inspection, test, Acceptance and use of the Goods or a. In the event of breach of any of the warranties in 17.Waiver. No waiver of any provision of this Agreement
Specifications also include: (a) documentation Services. Section a or 9.b, and without prejudice to any shall be enforceable against that party unless it is in writing
published by Supplier relating to the Goods or b. Buyer shall be entitled to return rejected Goods to other right or remedy available to Buyer and signed by that party.
Services; (b) operational and technical features and Supplier at Suppliers expense and risk of loss for, at (including Buyers indemnification rights 18.Assignment. Supplier may not assign or subcontract
functionality of the Goods or Services; (c) standards Buyers option, either: (i) full credit or refund of all hereunder), Supplier will, at Buyers option and this Agreement, in whole or in part, without Buyers prior
or levels of service performance for Services; and (d) amounts paid by Buyer to Supplier for the rejected Suppliers expense, refund the purchase price for, written consent. Suppliers permitted assignment or
Buyer business requirements that are expressly set Goods; or (ii) replacement Goods to be received or correct or replace the affected Goods, or re- subcontracting of this Agreement or any part thereof will not
out in a Purchase Order. within the time period specified by Buyer. Title to perform the affected Services, within 10 day(s) release Supplier of its obligations under this Agreement, and
j. Supplier means the party indicated on the face rejected Goods that are returned to Supplier shall after notice by Buyer to Supplier of warranty it will remain jointly and severally liable with the assignee or
page of the Purchase Order that is contracting with transfer to Supplier upon such delivery and such breach. All associated costs, including costs of subcontractor for any obligations assigned or subcontracted.
Buyer for the purchase and sale of Goods and/or Goods shall not be replaced by Supplier except upon re-performance, costs to inspect the Goods The acts of omissions of any subcontractors of Supplier will
Services. written instructions from Buyer. Supplier shall not and/or Services, transport the Goods from Buyer be deemed to be the acts and omissions of the Supplier.
k. Supplier Proposal means any acknowledgement, deliver Goods that were previously rejected on to Supplier, and return shipment to Buyer, and Buyer may assign this Agreement, in whole or in part, to any
estimate, quote, offer to sell, invoice, or proposal of grounds of non-compliance with this Agreement, costs resulting from supply chain interruptions, Affiliate of Buyer, without the consent of Supplier. This
Supplier relating to the supply of Goods and/or unless delivery of such Goods is approved in will be borne by Supplier. If Goods are corrected Agreement shall enure to the benefit of and be binding upon
Services to Buyer, including any delivered in advance by Buyer, and is accompanied by a written or replaced or Services are re-performed, the the parties and their respective legal personal
connection with a request for quotations, request for disclosure of Buyers prior rejection(s). warranties in Section 9.a will continue as to the representatives, heirs, executors, administrators, assigns or
proposal or similar process initiated by Buyer. 5.Price/Payment Terms. Prices for the Goods and/or Services corrected or replaced Goods for a further Goods successors.
l. Warranty Period means in respect of any Goods or will be set out in the applicable Order. Price increases or charges Warranty Period commencing on the date of 19.Cumulative Remedies . Subject to Section 15, the
Services, the longer of: (i) the express written not expressly set out in the Purchase Order shall not be effective Acceptance of the corrected or replaced Goods rights and remedies of the Buyer in this Agreement are
warranty period provided by Supplier for the Goods unless agreed to in advance in writing by Buyer. Supplier will issue by Buyer. If Supplier fails to repair or replace the cumulative and in addition to any other rights and remedies
or Services; and (ii) the period commencing on the all invoices on a timely basis. All invoices delivered by Supplier Product within the time periods required above, at law or in equity.
date of Acceptance of such Goods or Services and must meet Buyers requirements, and at a minimum shall reference Buyer may repair or replace the Goods at 20.Survival. Any provision of this Agreement which
ending on the date that is one (1) year from that the applicable Purchase Order. Buyer will pay the undisputed Suppliers expense. expressly or by implication from its nature is intended to
date. portion of properly rendered invoices thirty-five (35) days from the b. In the event that any Goods provided by Supplier survive the termination or completion of the Agreement will
2. Agreement. The Agreement consists only of: (a) these invoice date. Buyer shall have the right to withhold payment of any to Buyer are subject to a claim or allegation of continue in full force and effect after any termination, expiry
Standard Purchase Terms; (b) the applicable Purchase Order; and invoiced amounts that are disputed in good faith until the parties infringement of Intellectual Property Rights of a or completion of this Agreement.
(c) any Specifications or other documents expressly referenced in reach an agreement with respect to such disputed amounts and third party, Supplier shall, at its own option and 21.Interpretation. The headings used in this Agreement
the Purchase Order. Any reference in the Purchase Order to any such withholding of disputed amounts shall not be deemed a expense, without prejudice to any other right or and its division into articles, sections, schedules, exhibits,
Supplier Proposal is solely for the purpose of incorporating the breach of this Agreement nor shall any interest be charged on such remedy of Buyer (including Buyers appendices, and other subdivisions do not affect its
descriptions and specifications of the Goods and/or Services amounts. Notwithstanding the foregoing, Buyer agrees to pay the indemnification rights hereunder), promptly interpretation. Unless the context requires otherwise, words
contained in the Proposal, and only to the extent that the terms of balance of the undisputed amounts on any invoice that is the provide Buyer with a commercially reasonable importing the singular number include the plural and vice
the Supplier Proposal do not conflict with the descriptions and subject of any dispute within the time periods specified herein. alternative, including the procurement for Buyer versa; words importing gender include all genders.
Specifications set out in the Purchase Order. Buyers acceptance 6.Taxes. Unless otherwise stated in a Purchase Order, all prices or of the right to continue using the Goods in References in this Agreement to articles, sections,
of, or payment for, Goods and/or Services will not constitute other payments stated in the Purchase Order are VAT Inclusive. question, the replacement of such Goods with a schedules, exhibits, appendices, and other subdivisions are
Buyers acceptance of any additional or different terms in any Supplier shall separately itemize all applicable taxes each on each non-infringing alternative satisfactory to Buyer, or to those parts of this Agreement. Where this Agreement
Supplier Proposal, unless otherwise accepted in writing by Buyer. If invoice and indicate on each invoice its applicable tax registration the modification of such Goods (without affecting uses the word including, it means including without
there is any conflict or inconsistency between the documents number(s). Buyer will pay all applicable taxes to Supplier when the functionality) to render them non-infringing. limitation, and where it uses the word includes, it means
constituting the Agreement, then unless otherwise expressly applicable invoice is due. Supplier will remit all applicable taxes to includes without limitation.
provided, the documents will rank in the order of precedence in the applicable government authority as required by applicable laws. 22.Governing Law. The United Nations Convention on
accordance with the order in which they are listed in this Section 2. Notwithstanding any other provision of this Agreement, Buyer may 10.Confidentiality. Supplier shall safeguard and keep Contracts for the International Sale of Goods shall not apply
3. Delivery of Goods and Services. withhold from all amounts payable to Supplier all applicable confidential any and all information relating to Buyer to this Agreement. This Agreement shall be governed by the
a. Supplier agrees to supply and withholding taxes and to remit those taxes to the applicable obtained by it or provided to it by Buyer in connection with laws of the Province of Ontario and the federal laws of
deliver the Goods to Buyer and to perform the governmental authorities as required by applicable laws. this Agreement, and shall use such information only for the Canada applicable therein. The parties irrevocably attorn to
Services, as applicable, on the terms set out in this 7.Hazardous Materials . Supplier agrees to provide, upon and as purposes of carrying out its obligations under this the jurisdiction of the courts of Ontario in Toronto, which will
Agreement. requested by Buyer, to satisfy any applicable laws governing the Agreement. have non-exclusive jurisdiction over any matter arising out
b. Supplier shall, at its own use of any hazardous substances either of the following: (a) all 11.Insurance. Supplier represents and warrants to Buyer of this Agreement.
expense, pack, load, and deliver Goods to the reasonably necessary documentation to verify the material that it has in place with reputable insurers such insurance Language. It is the express wish of the parties that this
Delivery Point and in accordance with the invoicing, composition, on a substance by substance basis, including quantity policies in coverage amounts that would be maintained by a
delivery terms, shipping, packing, and other used of each substance, of any Goods, and/or of any process used prudent supplier of goods and services similar to the Goods Agreement and any related documentation be drawn up in English.
instructions printed on the face of the Purchase to make, assemble, use, maintain or repair any Goods; or (b) all and Services provided hereunder, including, as applicable,
Order or otherwise provided to Supplier by Buyer in reasonably necessary documentation to verify that any Goods professional errors and omissions liability insurance and
writing. No charges will be allowed for freight, and/or any process used to make, assemble, use, maintain or comprehensive commercial general liability insurance
transportation, insurance, shipping, storage, repair any Goods, do not contain, and the Services do not require (including product liability coverage, all-risk contractors Acknowledgement
handling, demurrage, cartage, packaging or similar the use of, any particular hazardous substances specified by Buyer. equipment insurance, and automobile liability insurance). In
charges unless provided for in the applicable 8.Legal Compliance; Workplace Safety. In carrying out its addition, Supplier will take out and maintain, at its own cost,
Purchase Order or otherwise agreed to in writing by obligations under the Agreement, including the performance of such insurance policies and coverage as may be reasonably
Services, Supplier shall at all times comply with all applicable required by Buyer from time to time. Supplier will promptly We
Buyer.
c. Time is of the essence with federal, provincial, and municipal laws, regulations, standards, and deliver to Buyer, as and when requested, written proof of acknowledge receipt of
respect to delivery of the Goods and performance of codes. Supplier shall be at all times registered with the workplace such insurance. If requested, Buyer will be named as an
safety and insurance board under the Ontario Workplace Safety additional insured under any such policies. If requested by your order and agree to
Services. Goods shall be delivered and Services
performed by the applicable Delivery Date. Supplier and Insurance Act, 1997 and shall maintain its workers Buyer, such insurance will provide that it cannot be deliver goods and/or
must immediately notify Buyer if Supplier is likely to compensation accounts in good standing, and provide Buyer with cancelled, or materially changed so as to affect the
perform the services as
be unable to meet a Delivery Date. At any time prior evidence of good standing upon request. Supplier shall obtain all coverage provided under this Agreement, without the insurer
to the Delivery Date, Buyer may, upon notice to applicable permits, licences, exemptions, consents and approvals providing at least 30 days prior written notice to Buyer. described in the
Supplier, cancel or change a Purchase Order, or any required for the Supplier to manufacture and deliver the Goods and 12.Indemnities. Supplier shall indemnify, defend and hold
perform the Services. harmless Buyer, its Affiliates, and their respective officers, Purchase Order in
portion thereof, for any reason, including, without
limitation, for the convenience of Buyer or due to a. Product Warranties . Supplier warrants to Buyer directors, employees, consultants, and agents (the Buyer accordance with the
failure of Supplier to comply with this Agreement, that during the Goods Warranty Period all Goods Indemnified Parties) from and against any claims, fines,
provided hereunder shall be: (i) of merchantable losses, actions, damages, expenses, legal fees and all other terms and conditions
unless otherwise noted.
d. Title and risk of loss or damage quality; (ii) fit for the purposes intended; (iii) unless liabilities brought against or incurred by the Buyer stated in this Purchase
shall pass to Buyer upon receipt of Goods at the otherwise agreed to by Buyer, new; (iv) free from Indemnified Parties or any of them arising out of: (a) death,
defects in design, material and workmanship; (v) in bodily injury, or loss or damage to real or tangible personal
Order.

Signature Over
Printed Name

Rev.12/2014