TERMS and CONDITIONS OF SALE (CANADA)

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE.

This Agreement contains the terms and conditions that apply to your purchase from SDMC Ag Inc., a Canadian Corporation ("SDMC", "our" or "we") that will be provided to you ("Customer") on orders for agricultural products and/or equipment sold in Canada. By picking up of the agricultural products and/or equipment described on the invoice, Customer agrees to be bound by and accepts these terms and conditions.

THESE TERMS AND CONDITIONS APPLY UNLESS THE CUSTOMER HAS SIGNED A SEPARATE PURCHASE AGREEMENT WITH SDMC, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN.

These terms and conditions are subject to change without prior written notice at any time, in SDMC's sole discretion.

1. Other Documents. Other than as specifically provided in any separate formal purchase agreement between Customer and SDMC, these terms and conditions may NOT be altered or amended by the use of any other document(s).Any attempt to alter or amend this document or to enter an order for agricultural product(s) or equipment that are subject to altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and SDMC. 
2. Governing Law. THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE DEEMED TO HAVE BEEN MADE IN THE PROVINCE OF ALBERTA AND SHALL BE CONSTRUED AND INTERPRETED ACCORDING TO THE LAWS OF THE PROVINCE OF ALBERTA AND THE APPLICABLE LAWS OF CANADA. THE PARTIES HEREBY AGREE TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE PROVINCE OF ALBERTA. 
3. Payment Terms; Orders. Terms of payment are within SDMC's sole discretion, and unless otherwise agreed to by SDMC, payment must be received by SDMC prior to SDMC's acceptance of an order. Payment for the agricultural products and equipment will only be accepted through PayPal. 
4. Title; Risk of Loss. Title to the agricultural products and equipment passes from SDMC to Customer upon pick up of the agricultural products and equipment from the specified SDMC facility in which the agricultural product and/or equipment is stored (FOB origin). 
5. Return Policies. Agricultural products and equipment are being sold as is, all sales are final. 
6. Exchanges. Agricultural products and equipment are being sold as is, all sales are final. 
7. Applicable Law - Customer agrees to comply with all applicable laws and regulations of the various provinces and of Canada. 
8. Headings - The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived there from. 
9. Force Majeure. SDMC shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control.