This constitutes the standard terms and conditions by which Imperial Smelting & Refining Co. of Canada Ltd ("Seller") sells the products and services referred to in this document to its clients ("Buyer"). No amendments or additions shall be binding on seller unless agreed to in writing by an authorized representative of seller.

The terms and conditions set forth below shall constitute the sole, complete and exclusive agreement between SELLER and BUYER and shall not be modified or waived except by written agreement by an authorized representative of the Seller. All other terms, conditions, warranties, acceptances or other communications between SELLER and BUYER are considered null and void to the extent they conflict with the terms and conditions set forth herein.

Unless otherwise specified by Seller, all items are delivered F.O.B. Seller's plant at Markham, Ontario, Canada. If delivery of any of the ordered items is delayed beyond a reasonable time period, the Buyer may cancel its order for the items listed and return said items, complete and in their original condition, if they have already been delivered. Upon cancellation and return, the Seller will return to the Buyer any portion of the purchase price previously paid for the items. Any and all products returned or refunded due to delayed delivery will be subject to Article 6 (WARRANTY) and Article 7 (LIMITATION OF LIABILITY) herein.

The sale price is based on actual weights, precious metal content of materials and one of the following precious metal makets, unless otherwise agreed to between buyer and seller, plus surcharges:

    i. Custom products - precious metal markets in effect on the next business day after the  order       is shipped;
    ii. Ready-Stock products - precious metal markets in effect
        on the business day the order is entered; or
    iii. C.O.D. Terms - precious metal markets in effect on the
        business day the order is shipped.

The price also includes charges for manufacturing, alloying, processing, setup, engineering, packaging and any other directly attributed costs and profit allowances. The sales price does not include any provincial, state or federal taxes applicable to this sales transaction. Unless otherwise specified in writing, the sale price also excludes any insurance, transportation, courier service, or mailing charges for the listed items. Taxes will be charged in accordance with applicable provincial, state, federal and local laws in effect at the time of sale.

Unless otherwise specified, payment of all invoices is due in full within 30 days of the date of Statement, which is issued on the last day of the month for all shipments during that month. Overdue accounts are subject to a late payment charge of 1% per month.

Seller is not liable for loss from causes beyond its reasonable control. This includes actions by any provincial, federal, state or local government or any department or agency thereof; acts of God, natural disasters, fires, strikes, lockouts, embargoes, wars, riots, equipment failure, shortages in materials, transportation, utilities and other vital supplies. In the event of a delay due to these reasons, the date of delivery may be extended by a similar amount of time that is reasonable in order to compensate for the delay.

Seller warrants to the original buyer only that all items delivered hereunder shall conform to the description or specifications given for the products supplied, which shall be free from defects in material and workmanship in normal use and serviced for a period of thirty (30) days from the date of shipment. If within 30 days after receipt of any item by Buyer, a defect resulting in nonconformity according to the foregoing is discovered by Buyer, Buyer shall promptly notify Seller of the non-conformance and return the item(s) to Seller at its plant in Markham, Ontario. At Seller's discretion, Seller may then either ship to Buyer a conforming item or return to Buyer any portion of the purchase price of the item previously paid. Seller will be responsible for all reasonable transportation charges paid by Buyer for the foregoing purpose. All risk of loss and damage to any item returned to seller under this Section 6 shall remain with Buyer until receipt of the item by Seller.

THE WARRANTIES SET FORTH HEREIN SHALL BE THE EXCLUSIVE WARRANTIES BY SELLER AND EXCLUDE ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESSED OR IMPLIED, AND WHETHER OR NOT ARISING FROM ANY COURSE OF DEALING OR PERFORMANCE, USAGE OF TRADE OR CUSTOM OR Tradition. ALL OTHER WARRANTIES INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE ARE HEREBY DISCLAIMED. FURTHER, BUYER WAIVES ALL RIGHTS, CLAIMS, OR CAUSES OF ACTION IN RELATION TO THE SALE OF ITEMS LISTED.
 
THE BUYERS' REMEDY IS LIMITED TO REPLACEMENT, CORRECTION OF DEFECTS OR REFUND OF THE PURCHASE PRICE. THE REFUND OF THE PURCHASE PRICE WILL BE MADE PROVIDED THE SELLER RECEIVES THE LISTED ITEMS IN THE MANNER DESCRIBED HEREIN AND WITHIN THE WARRANTY PERIOD. THE SELLER SHALL HAVE NO FURTHER OBLIGATIONS WHETHER IN WARRANTY, CONTRACT, NEGLIGENCE, ACTUAL OR IMPUTED, STRICT LIABILITY, ABSOLUTE LIABILITY, TORT, OR OTHERWISE, WITH RESPECT TO DEFECTS OR NON-CONFORMANCE OF LISTED ITEMS, EXCEPT THOSES OBLIGATIONS LISTED ABOVE.

IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (WHETHER ARISING IN WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, ABSOLUTE LIABILITY, ACTUAL OR IMPUTED TORT, PATENT INFRINGEMENT OR OTHERWISE) including, but not limited to, loss of profits or revenue, loss of use of the item(s) delivered, cost of capital, or claims of customers of the Buyer for such other damages, whether on account of any nonconformance or defect in any items furnished hereunder or delays in delivery thereof or services performed thereon or any other nonconformance by Seller. Seller's liability on any claim, whether in contract, negligence, actual or imputed, strict liability, absolute liability, tort or otherwise for any loss or damage arising out of, connected with, or resulting from this contract or the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, repair, replacement, installation, inspection, operation or use of any items covered by or furnished under this contract shall in no case (except as provided in Section 8 hereof) exceed the purchase price for the item or part thereof which gives rise to the claim.

Cancellation of the sale may only be by mutual written agreement, signed by an authorized representative of Seller and upon payment of Buyer of reasonable cancellation charges. Cancellation charges include, but are not limited to, administrative costs, costs of labor expended and material procured, refined or processed in connection with this contract.

If any provision herein or portion thereof shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision or portion thereof. These terms and conditions shall be construed as if such invalid or unenforceable provision or portion thereof had never been contained herein. Section headings here are for convenience of reference only and shall not affect the construction or interpretation of these terms and conditions.

Any product found to be defective according to these terms may be returned to Seller for replacement or refund. The cost of shipping returns to Seller shall be at Seller's expense, unless the return is strictly for the convenience of the Buyer and not related to any defect or error on Seller's part. Returns for convenience will be subject to a restocking charge of 15%, or $25.00, whichever is greatest.

Waiver by Seller or Buyer of breach of any of the provisions herein shall not be construed as a waiver of any other breach of any other provision contained herein.

The construction and performance of this contract shall be governed and interpreted by the laws of the province of Ontario and any and all disputes arising hereunder shall be brought to Markham, Ontario.