General Terms & Conditions of Supply and/or Performance
Effective Date: May 25, 2026
Reference: WW-GTC-2026-05
Referenced in every Order, Quote & Order Confirmation
These General Terms and Conditions govern the supply of products, goods, tools, equipment and/or materials by sale or rental, and the performance of services, by Walker Wellhead Inc. or any of its affiliates to a Customer, as contemplated in any accepted quote, purchase order, rental order, service order, work order, field ticket or other document referencing or attached to these terms. By accepting an Order that refers to this page, Customer agrees to be bound by the terms set out below.
1 — Entire Agreement
Entire Agreement
The combination of: (a) the applicable Order, (b) these General Terms and Conditions, and (c) any applicable confidentiality agreement, non-disclosure agreement or other agreement of a similar nature between the parties and/or their affiliates, constitute the entire agreement (together, the "Agreement") between Supplier and Customer with respect to the supply of Products and the performance of Services stipulated in the Order, and there are no other agreements, express or implied, with respect to the subject matter of the Agreement.
Precedence
In the event of conflict between these General Terms and Conditions and the Order, these General Terms and Conditions will take priority, except to the extent the parties may specifically agree in the Order or otherwise in writing that the Order will override specific provisions of these General Terms and Conditions.
2 — Pricing & Payment
Price
Customer will purchase Sale Products, rent Rental Products, and/or procure Services in accordance with the prices expressly set out by Supplier in connection with the applicable accepted Order (the "Price Quote"), or, in the absence thereof, in accordance with Supplier's standard prices in effect at the time of the supply or performance. Such prices for Products are for "Ex-Works" (Incoterms 2020) delivery at Supplier's nearest available facility as determined by Supplier or as otherwise designated by Supplier in the Order. In addition, Supplier will charge and Customer will pay a 6% (of Order price) freight cost surcharge on Products stocked and shipped from Supplier's facility to Customer's location.
Credit & Payment Terms
Customer consents to a credit investigation and to Supplier making inquiries of financial institutions or other parties in a business relationship with Customer in connection with its credit investigation. Unless Supplier agrees to extend credit to Customer, Customer will pay for all Products and Services by way of cash in advance. If Supplier agrees to extend credit to Customer, Customer will pay Supplier's invoices within 28 days of invoice receipt. Customer forfeits the right to withhold any disputed amounts unless it delivers a notice of dispute within 14 days of invoice receipt, detailing the exact reasons and amounts disputed, and provided that Customer will pay all undisputed portions within the original 28 day window.
Holdbacks
Notwithstanding the foregoing, Customer may retain 10% of the value of each Supplier invoice, solely to satisfy the holdback requirements of applicable construction lien laws in the jurisdiction in which Customer's project is located, in which case Customer will release the full retained amount to Supplier on the first day immediately following the expiration of the applicable statutory lien period provided no active construction liens remain registered against Customer's lands or works.
Taxes
All prices are exclusive of taxes imposed on the supply or use of the Products and Services. All invoices issued to Customer will identify applicable taxes (including GST, HST and provincial sales tax, as applicable) as a separate line item. Payment of all taxes will be on the same terms and conditions as payment for all other Products and Services.
No Set-Off
Customer may not set-off any past or future claims of Customer against Supplier, under any agreement or otherwise, against any amounts due to Supplier under the Agreement.
Interest & Costs
All amounts unpaid or unreleased to Supplier when due will bear interest at the lesser of 1.5% per month (18% per annum), compounding monthly, or the maximum rate allowed under law, until Supplier is paid in full. In addition, Customer will be responsible for all costs incurred by Supplier related to enforcing payment of overdue amounts, including, without limitation, all legal fees on a solicitor and client basis.
3 — Warranties & Remedies
Exclusive Products Warranties
Supplier warrants to Customer that, at the time of delivery:
the Products will conform to the specifications set forth in the Order (if any);
the Products will be of good quality, free from material defects;
in the case of Sale Products only, Supplier will convey to Customer good title to the Products, free from all encumbrances; and
to Supplier's knowledge, Customer's use of the Products for their ordinary purpose will not infringe any third party's intellectual property rights.
Exclusive Services Warranties
Supplier warrants to Customer that the Services:
will conform to the specifications set forth in the Order (if any); and
be performed in a manner meeting generally accepted industry standards (if any) and in a good and workmanlike manner under the applicable circumstances.
Services Access
Customer will provide Supplier with reasonable site access to allow Supplier to perform the Services. If Customer does not grant Supplier the access it requires and Supplier cannot perform the Services, Supplier will have no liability in respect of any failure to perform the Services and Customer will not be entitled to claim any remedy in respect of Supplier delay or failure to perform the Services.
Warranty Limitations
The warranties expressly stated in these General Terms and Conditions are Supplier's sole warranties with respect to the Products and Services, and Supplier makes no other representations, warranties or conditions, express or implied, with respect to the Products or Services. In particular, but without limitation:
Supplier makes no representation or warranty that any Products will be merchantable or fit for any particular purpose, even if Supplier is advised of such purpose; and
Supplier makes no representation or warranty in relation to any instructions or recommendations, whether written or oral, as to the type of Products or Services to be furnished or in predicting results to be obtained therefrom.
Warranty Periods
Customer will be deemed to have waived all claims as to the Products or Services failing to conform to the exclusive warranties expressly stated in these General Terms and Conditions, except for those claims of which Customer gives notice to Supplier within 12 months from delivery of Products or performance of Services, as applicable. Supplier will have no responsibility or liability under this Section in connection with delivered Products in the event that Customer fails to use, handle and store such Products in a reasonable manner not exposing such Products to damage or degradation.
Exclusive Remedies & Limitation of Supplier Liability
Supplier's sole liability to Customer and Customer's sole and exclusive remedies for breach of any and all representations and warranties are, at Supplier's option (but subject to the preceding paragraphs):
replacement of non-conforming Products and/or re-performance of non-conforming Services, at Supplier's expense; or
refund to Customer of the price paid by Customer for such non-conforming Products and/or Services.
Supplier's liability in relation to any claims made by Customer pursuant to the Agreement will under no circumstances exceed the price paid by Customer to Supplier for the Products or Services contracted to be supplied or performed, as applicable, plus any transportation charges incurred by Customer and associated with the return and delivery of any non-conforming Products.
4 — Risk & Title
Title to and risk in any Sale Products, and risk in any Rental Products, will pass to Customer upon delivery of such Products at Supplier's facility or Customer's location, as applicable in accordance with Section 2 above, or as otherwise designated by Supplier in the Order. Title to Rental Products will not pass to Customer.
5 — Cancellations & Refunds
Cancellation of Orders by Customer, and return of Product by Customer for refund in circumstances other than those described in Section 3 above, will be subject to Supplier approval, such approval at Supplier's sole discretion. Supplier's approval may require, without limitation, Customer's payment of Supplier's restocking fees and other compensation for work performed by Supplier prior to Order cancellation or Product return. Custom-order Products will generally be considered non-returnable and non-refundable other than as described in Section 3 above.
6 — Rental Products
Rent Period
Rental Products will be rented by Supplier to Customer for the time period stipulated in the Order, subject to earlier termination in accordance with this Section. Supplier reserves the right at any time to substitute functionally equivalent Rental Products.
Title
Title to Rental Products will remain at all times exclusively vested in Supplier. Customer will not remove, modify, alter or in any way deface Supplier's trade name, markings or serial numbers that appear on or are located on Rental Products. Customer will not transfer, assign, rent, sell, or sublet any Rental Products or any interest therein without Supplier's prior written consent, nor will Customer allow Rental Products to become subject to any lien, charge, levy, encumbrance, seizure or possession whatsoever caused by or through Customer, nor may Customer hold itself out to any third party as the owner of any Rental Products.
Access Rights
Supplier will be entitled to access and inspect Rental Products at any time during normal business hours.
Damage or Loss
Customer will notify Supplier of any material damage to, or loss of, Rental Products, reasonable and ordinary wear and tear excepted. Unless otherwise agreed in writing, Supplier or Supplier's chosen agent will make all repairs of any such material damage, at Customer's cost, and Customer will not repair, nor allow any third party to repair, Rental Products without Supplier's prior written approval. Such repair costs, and any costs to replace any Rental Products lost or damaged beyond repair, will be invoiced by Supplier and paid by Customer in accordance with Section 2.
End of Rental
At the conclusion or other termination of the applicable rental term, Customer will return Rental Products to the location stipulated in the Order, or in the absence of such stipulation to the location determined by Supplier, and in substantially the same condition as such Rental Products were supplied to Customer by Supplier, reasonable and ordinary wear and tear excepted. Customer will be responsible to reimburse Supplier in accordance with Section 2 for any and all costs incurred by Supplier to repair or replace Rental Products for which Customer does not fulfil its responsibilities in this Section.
Continuance
If for any reason whatsoever Customer retains Rental Products following the conclusion or other termination of the applicable rental term, Customer will be liable to Supplier to pay Supplier's standard rental rates throughout such time period of overholding.
Events of Default
The occurrence of any of the following by Customer is a "Rental Event of Default":
failure to pay when due any amounts due to Supplier;
failure to strictly perform, observe or comply with any other provision of the Agreement;
failure to return Rental Products to the location stipulated in the Order, or in the absence of such stipulation to the location determined by Supplier, upon conclusion or termination of the rental term;
ceasing to conduct its business as a going concern;
making any assignment for the benefit of its creditors, becoming insolvent, committing any act of bankruptcy, taking any action to wind up or dissolve, ceasing or threatening to cease to do business as a going concern, being subject to a change in control in fact or in law or seeking any arrangement or compromise with its creditors;
if any proceeding in bankruptcy, receivership, winding-up, dissolution, liquidation or insolvency is commenced by or against Customer or its property;
selling all or substantially all of its assets outside of the ordinary course of its business;
permitting any of its assets to be seized under a writ of execution or other process of law; or
if Supplier, in its sole discretion, considers that the prospect of payment or performance by Customer under the Agreement is or may be impaired or that Rental Products are or may be placed in jeopardy.
Remedies
Upon a Rental Event of Default, in addition to any and all other remedies available to Supplier at law:
all sums due or to become due under the applicable Order will immediately become due and payable;
at Supplier's election, Supplier may terminate the rental, provided such termination and repossession of the Rental Products will not relieve Customer from its obligations, including its obligation to immediately pay all amounts due;
Supplier may, without notice or liability or legal process, enter into any premises of or under the control of Customer or any agent of Customer, or upon which Rental Products may be located, or believed by Supplier to be located, and repossess the Rental Products, as permitted by applicable law;
Customer hereby waives all further rights to possession of the Rental Products and all claims for injury, damage, or loss suffered by Customer through or caused by reason of such repossession;
Customer will be liable for all Losses (as such term is defined in Section 8) incidental to such seizure or repossession; and
Supplier may exercise the foregoing remedies and any other remedies available to it successively, concurrently and/or cumulatively and no remedy is intended to be exclusive of any other remedy.
7 — Intellectual Property Rights
Customer will not obtain or acquire any right, title or interest, in any of Supplier's intellectual property, except to use those quantities of Products and Services supplied by Supplier. Customer will promptly inform Supplier of the full particulars of the discovery by it of any mishandling, misappropriation and/or misuse of the Products or Supplier's intellectual property.
8 — Customer Responsibilities, Liability & Indemnity
Customer's Responsibilities
Customer will be exclusively responsible to use and operate supplied Products and Services:
in compliance with all applicable governmental or regulatory laws, rules, regulations, policies, ordinances, permits, approvals, orders, and/or health and safety standards; and
in accordance with manufacturer and Supplier specifications and guidelines, in a manner meeting generally accepted industry standards (if any) and in a good and workmanlike manner under the applicable circumstances.
Customer's Liability & Indemnity Obligations
Subject only to the exclusive remedies stipulated in Section 3 above, Customer will be liable to, and indemnify and save harmless, Supplier, and Supplier's affiliates, and each of their directors, officers, employees, contractors and other agents (collectively, "Supplier Group"), for all actions, claims (including third party claims), losses, costs, damages and expenses (collectively, "Losses") which may be brought against Supplier Group or which Supplier Group may suffer or incur arising out of or in conjunction with:
the installation, operation, use, maintenance, repair, or return of the Products and Services after supply or performance by Supplier, even if caused, in whole or in part, by the negligence, wilful misconduct, strict liability, breach of the Agreement, or other fault, whether active or passive, of any person or entity, including, but not limited to, Supplier Group; or
Customer's negligence, wilful misconduct, or breach of the Agreement;
except to the extent any such Losses arise out of Supplier Group's gross negligence or wilful misconduct.
Exclusions of Liability
Neither Supplier Group nor Customer will be liable for any special, indirect or consequential Losses resulting from or arising out of the Agreement, including, without limitation, for loss of revenue or profit or for business interruptions, however the same may be caused (including if caused by negligence, gross negligence or wilful misconduct). However, this paragraph will have no application to any such Losses for which Customer is required to indemnify and save harmless Supplier Group in accordance with the preceding paragraph when claimed against Supplier Group by persons other than Supplier Group.
9 — Force Majeure
Suspension of Obligations
If, as a result of any cause beyond the reasonable control of a party, which such party could not have avoided by the exercise of reasonable diligence and at reasonable cost and which does not result from such party's inability to pay or other financial circumstances (a "Force Majeure"), such party is prevented from carrying out any of its obligations under the Agreement, the obligations of such party that are affected will be suspended insofar and for so long as they are affected by the Force Majeure.
Duty to Remedy
The party claiming Force Majeure will promptly notify the other party of the event causing the Force Majeure and will, if it is reasonably able to do so at a reasonable cost, promptly and diligently remedy the cause and effect of such event. The foregoing obligation will not apply to a Force Majeure caused by a labour dispute. If a Force Majeure event continues for a period that is longer than 1 month, either Customer or Supplier will have the right to terminate the applicable Order, provided that Supplier will be paid by Customer for all Products and Services supplied or performed until the termination date resulting from an event of Force Majeure.
10 — Other Provisions
Independent Contractor
Supplier is an independent contractor with respect to the supply of Products and the performance of Services and is not an employee, agent or servant of Customer.
Amendments
These General Terms and Conditions may only be amended by written agreement between Customer and an executive officer of Supplier.
Currency
All prices and any other currency amounts referenced in the Agreement are in Canadian dollars unless otherwise specifically stipulated.
Governing Laws
The Agreement will be governed by the laws of the Province of Alberta and the federal laws of Canada, without regard to conflicts of law principles that would require application of any other law. The parties attorn to the exclusive jurisdiction of the Courts of the Province of Alberta for any disputes arising in connection with the Agreement.
Assignment
Neither party may assign nor subcontract any part of its rights and obligations under the Agreement without prior written approval from the other party, provided however, that Supplier may assign its rights and obligations under the Agreement to any of its affiliates without Customer's consent. The Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties.
Time of the Essence
Time will be of the essence in the Agreement.
Non-Waiver
Except as expressly stated in the Agreement, any failure or delay to enforce any act or omission contrary to the Agreement, or to notify the other party of such act or omission, will not constitute waiver of any right with respect to such act or omission or any subsequent act or omissions. All waivers must be in writing, and the giving of a waiver in one instance will not constitute waiver in future instances.
Notices
All notices and other communications required or permitted to be given under the Agreement will be deemed properly given if in writing and delivered personally or sent by registered mail or sent by electronic mail to a party at its address as shown on the Order or to a party's primary business office. A notice sent by registered mail will be deemed received three (3) business days after such mailing. Notices and other communications given by way of personal delivery or electronic mail will be deemed to be received on the day transmitted, or if such day is not a business day in Edmonton, Alberta, then on the next occurring business day in Edmonton, Alberta.