Standard FRPD terms and conditions of sale.

If the services as set out on the face of this invoice are not already the subject of a written agreement, then the invoiced services are subject to the contractual conditions set out hereunder (hereinafter collectively known as the terms of the "Agreement"):

Terms of Payment: Terms of payment are net 30 days from the date of the invoice. Interest at a rate of 1.5% per month (18% per annum) will be charged on all overdue payments.

Taxes: The amount of any sales, excise or other taxes, if any, applicable to the services/products covered by this invoice, shall be added to the purchase price and shall be paid by the Buyer unless the Buyer provides Fraser River Pile & Dredge (GP) Inc. (FRPD) with an exemption certificate acceptable to the taxing authorities.

Governing Law and Language: The laws of the Province of British Columbia shall apply to govern the validity, interpretation, and enforcement of this Agreement, and any proceeding taken by FRPD in respect thereof may be taken in the courts of the Province of British Columbia and the Customer agrees to attorn thereto. The language of this Agreement shall be in English only.

Successors and Assigns: This Agreement will be binding upon the parties and their successors and assigns. The Buyer will not have the right to assign this Agreement without the prior written consent of FRPD, and such consent will not be unreasonably withheld.

Modifications: This Agreement constitutes the entire agreement between the parties concerning its subject matter. No provision of any purchase order of the Buyer will alter or add to the terms of the Agreement, and any such provisions will be void. No modification of this Agreement will be binding unless it is in writing and signed by an authorized representative of each party.

Waiver: The waiver by either party of any of its rights under this Agreement will not be construed as constituting a precedent.

General Dispositions: Should any provision of this Agreement become invalid or unenforceable, it shall be considered severed from this Agreement and shall not affect the validity of the remainder of the Agreement.

Notices: Any notice given pursuant to this Agreement shall be given in writing to the parties at the address set forth on the invoice.

Mediation Clause: If a dispute arises out of or relates to this Agreement, or the breach thereof, and the dispute cannot be settled by negotiations between the parties, the parties agree first to try in good faith to settle the dispute by mediation administered by the British Columbia Arbitration and Mediation Institute under its mediation rules before resorting to arbitration, litigation, or some other dispute resolution procedure.

Arbitration: All disputes seeking arbitration as a route to resolution, shall be considered binding in accordance with the arbitration rules of the British Columbia Arbitration and Mediation Institute. The appointing authority shall be the British Columbia Arbitration and Mediation Institute. The case shall be administered by the British Columbia Arbitration and Mediation Institute in accordance with its arbitration rules. The place of arbitration shall be Vancouver, or, if agreed to between the parties, any other location in the province of British Columbia. Insurance: The Buyer is responsible for providing any project specific insurance. Intellectual Property: FRPD work procedures and processes shall remain the property of FRPD.

Warranty: No warranties or conditions, express or implied, written or oral, statutory or otherwise are implied. Any and all conditions and warranties implied by law or the Sale of Goods Act or any similar statutes of any Province are hereby expressly waived.

Changes in Buyer's Financial Condition: FRPD reserves the right by written notice to cancel any order or to require full or partial payment or adequate assurance of performance from the Buyer without liability to FRPD in the event of (i) the insolvency of the Buyer, (ii) the filing of a voluntary petition in bankruptcy by the Buyer, (iii) the appointment of a receiver or trustee for the Buyer, or (iv) the execution by the Buyer of an assignment for the benefit of creditors. FRPD reserves the right to suspend its performance until such payment or adequate assurance of performance has been received. In this regard, it is understood that FRPD is not relinquishing its right to be paid for work completed. FRPD also reserves the right to cancel the Buyer's credit at any time for any reason.

Changes or Cancellation: FRPD may accept the Buyer's request to change the specifications or processing of the goods, but shall reserve the right to charge the Buyer for all costs and services necessary for such changes. Orders for goods may not be cancelled and materials may not be returned by the Buyer except with the written consent of FRPD. Any changes shall be documented by way of a "change order" signed by both parties.

Delays or Force Majeure: FRPD will not be in default under this Agreement if its performance is prevented or materially hindered by events or causes beyond its reasonable control, provided that it gives the Buyer prompt notice thereof and uses all commercially reasonable efforts to avoid, terminate, or mitigate the effects of such events or causes. In the event any force majeure occurs, FRPD may, at its option, cancel the Customer's order, in which case FRPD shall be released from all obligations and liability for failure to deliver goods so ordered, or failure to provide services, including, but not limited to, any and all claims on behalf of the Customer for loss of profits or revenue, loss of use of the goods or any associated product, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of customs of the Buyer for such damage.