AcmeLabs Schedule of Services & F ees 2013 | 41 T erms & Conditions aPP li C a tion Unless otherwise agreed in writing by the AcmeLabs company (“Acme”) to which samples are sent with an AcmeLabs Requisition For Analysis form (“Submittal Form”), all tests, analyses and other services performed or to be performed by Acme (collectively , the “Services”) will be subject to these general terms and conditions, together with all amendments, deletions and additions thereto as may be posted from time to time on Acme’ s website (www .acmelab.com) or as otherwise agreed to by Acme in writing (collectively , the “T erms and Conditions”). These T erms and Conditions shall constitute the entire and exclusive agreement between Acme and the client named on the Submittal Form (the “Client”). The Client agrees that Acme has the right to amend, delete and add to these T erms and Conditions, which amendments, deletions and additions the Client agrees will be ef fective 10 days after notice thereof is given by Acme by posting notice of those amendments, deletions or additions on Acme’ s website (www .acmelabs.com) or otherwise communicating those amendments, deletions or additions to the Client. Pri C es All prices for Services are subject to change by Acme without prior notice. All requests for Services will be invoiced at the prices in ef fect at the time Acme receives and accepts the Submittal Form signed by the Client. All prices quoted on Acme’ s website or by an Acme representative are for the analysis of routine geological samples (water , plant, soil, sediment and rock both barren and mineralized) only and are net of applicable taxes. A batch charge applies to each analytical package of less than 20 samples. Prices for control assays (heads and tails), concentrates and metallurgical products will be as agreed to by Acme. Please see www .acmelab.com or contact a local representative of Acme to confrm the current price list or to obtain a quote. P a YM ent Payment for all accounts is due on receipt of invoice unless Acme agrees otherwise in writing. Overdue accounts are subject to an interest charge of 1.5% per month. Acme reserves the right to discontinue work or withhold results if the Client fails to observe these payment terms. t a X es The Client shall pay all taxes, levies, charges and duties imposed upon the Client or any agent of the Client (the “T axes”) by any government, governmental agency or other taxing authority in connection with the provision of the Services, including, but not limited to, Goods and Services T ax, Harmonized Sales T ax and Provincial Sales T axes and all fnes, interest and penalties levied in connection therewith. s a MP le Q U alit Y The Client bears the sole responsibility for the quality of its samples as received by Acme. Acme will not be responsible for the loss, degradation, contamination and/or tampering of samples whether intentional or unintentional by the Client, shipping company or any other third party for samples delivered to and from its laboratories, agents or subcontractors. Acme is under no obligation to assess and report on the ftness of samples for the intended analysis. Because of dif ferent customs and rules and regulations in various countries, see www .acmelab.com or contact a representative of Acme to confrm the correct procedures for shipping samples or supplies to the close st Acme facility . s tora G e an D Dis P osal Unless Acme is requested by the Client in writing, and Acme agrees, Acme will discard all rejects from soil, sediment and veget ation samples immediately after sample preparation. Acme will: (i) dispose of rock and core rejects 90 days after receipt by Acme, and (ii) store all pulps for 90 da ys without further compensation. The Client will: (i) pay storage charges for storage after 90 days unless the Client has directed Acme in writing to either return or dispose of the pulps at the Client’ s cost, and (ii) pay for the disposal or storage of rejects and/or pulps at the fees applicable at the time. International soil samples will not be returne d, and the Client will pay Acme a disposal charge for incineration according to CFIA protocol. The Client will retrieve all samples it considers to be of value. Any samples no t retrieved by the Client at its expense will be deemed to be of no value. s t an D ar D Acme will perform all Services in accordance with generally accepted analytical laboratory principles and practices unless Acme , in its sole discretion, deems it necessary to vary from those principles and practices due to the nature of the composition of the samples or to comply with applicable regul atory requirements. W arrant Y Perio D All claims against Acme shall be deemed waived unless the Client has commenced legal proceedings against Acme within the two ye ar period immediately following Acme’ s receipt of the Submittal Form giving rise to the claim (the “W arranty Period”). Acme shall not under any circumstances be liable, in any respect, for any allegedly defective Services if the Client has not commenced legal proceedings in British Columbia during the W arranty Period. l i M ite D W arrant Y NEITHER ACME, NOR ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, SUBCONTRACTORS OR AGENTS WILL, UNDER ANY CIRCUMST ANCES, INCLUDING, WITHOUT LIMIT A TION, ANY DEF AUL T , NEGLIGENCE OR BREACH OF WHA TSOEVER NA TURE, BE LIABLE, WHETHER DURING THE W ARRANTY PERIOD OR AFTER THE W ARRANTY PERIOD, FOR ANY LOSSES, COSTS, EXPENSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO, SPECIAL DAMAGES, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF REVENUE OR PROFITS, OR OTHER EXPENSES OR LOSS INCURRED BY REASON OF ANY NEGLIGENCE, DEF AUL T OR BREACH OF CONTRACT BY ACME. OTHER THAN THE W ARRANTIES EXPRESSL Y PROVIDED IN THESE TERMS AND CONDITIONS, THERE ARE NO FUR THER W ARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, ST A TUTOR Y OR OTHERWISE, INCLUDING WITHOUT LIMIT A TION ANY W ARRANTY OR CONDITION OF MERCHANT ABILITY OR FITNESS FOR A P AR TICULAR PURPOSE. Notwithstanding any negligence or breach of contract on the part of Acme or any of its directors, offcers, shareholders, employees, subcontractors or agents, the total aggregate liability of Acme arising from professional acts, errors or omissions (including, without limitation, negligence) or otherwise shall not exc eed the total fees paid to Acme for the Services rendered giving rise to the claim against Acme, and $20 per sample for any samples lost, misplaced or damaged during processing or during the frst 30 days of storage following the analysis. All results are strictly for the use of the Client only . Go V ernin G l a W These terms and Conditions and the Submittal Form shall be governed by , and be construed in accordance with, the laws of British Columbia and the laws of Canada applicable in British Columbia, which for all purposes shall be deemed to be the proper law hereof. The Client hereby irrevocab ly attorns to the jurisdiction of the courts of British Columbia. This provision shall not be construed to af fect the rights of Acme to enforce a judgment or an award outside of British Columbia, including, without limitation, the right to record and enforce a judgment or an award in any other jurisdiction. i nter P ret a tion. In these T erms and Conditions: (i) words like “herein”, “hereunder” and other similar words refer to these T erms and Conditions as a whole and not just to the particular section or paragraph in which those words appear; (ii) the word “including” will be deemed to be followed by “without limitatio n” or “but not limited to”, even if those words are not expressly set out; (iii) all headings contained in these T erms and Conditions are for convenience only and will not be considered when interpreting these T erms and Conditions; and (iv) time is of the essence for these T erms and Conditions. AcmeLabs