TERMS AND CONDITIONS OF SALE

1. Scope, Entire Agreement and Acceptance

These Terms and Conditions of Sale (“Terms”) apply to business-to-business sales by APG Castings Inc. (“APG”) in Canada and, together
with APG’s quotation, order acknowledgement and any approved credit terms, form the agreement governing the transaction with the
purchaser (“Buyer”). Buyer’s purchase order or other business form may identify the goods, quantity, price, delivery location and project,
but any additional or conflicting terms proposed by Buyer are rejected unless expressly accepted by APG in writing. Buyer accepts these
Terms by issuing a purchase order referencing an APG quotation, accepting APG’s order acknowledgement, directing APG to proceed,
accepting delivery, or otherwise accepting the goods.

2. Acceptance of Orders

All orders are subject to APG’s written acceptance, product availability and, where applicable, credit approval. APG may decline, limit or
condition an order before acceptance. A quotation is an invitation to place an order and does not create a binding obligation to supply until
APG accepts the order.

3. Quotations, Pricing and Taxes

Unless otherwise stated, quotations are valid for thirty (30) days. Prices apply only to the quantities, products, delivery assumptions and
project conditions stated in the quotation. Applicable sales taxes, duties, customs charges, freight, fuel surcharges, special handling,
storage and other charges are additional unless expressly included. If Buyer changes quantities, delivery dates, specifications, delivery
location or shipping requirements, APG may revise pricing accordingly.

4. Payment and Credit

Payment terms are those stated on APG’s quotation or invoice and remain subject to APG credit approval. APG may modify or withdraw
credit terms if Buyer’s credit condition changes or Buyer is in default. Past-due balances bear interest at twenty-four percent (24%) per
annum, calculated from the due date until paid, or the maximum rate permitted by applicable law if lower. Buyer shall reimburse APG for
reasonable collection costs and legal fees incurred to recover overdue amounts, to the extent permitted by law. Buyer shall not deduct, set
off or backcharge amounts without APG’s prior written agreement.

5. Cancellation and Changes

Buyer may not cancel, change, defer or modify an accepted order without APG’s prior written consent. APG may impose reasonable
cancellation, restocking, storage, freight and other costs arising from the requested change. Custom, special-order, project-specific,
embossed, marked, coated, fabricated, cut-to-size or otherwise modified products are non-cancellable and non-returnable once released
for production or procurement.

6. Shipment, Delivery and Risk

Delivery dates are estimates unless APG expressly guarantees a date in writing. Freight terms are as stated in the quotation or order
acknowledgement. Buyer is responsible for safe and suitable access to the delivery location and for appropriate unloading equipment and
personnel unless APG expressly agrees otherwise. Waiting time, redelivery, split shipment, limited-access delivery, special unloading,
storage, seasonal/thaw-period and similar charges are extra. Risk of loss passes to Buyer upon delivery to Buyer, Buyer’s representative,
the agreed delivery location, or the carrier where shipment is F.O.B. shipping point, as applicable to the quoted delivery term.

7. Delay and Force Majeure

APG is not liable for delay or failure to perform caused by events beyond its reasonable control, including severe weather, flood, fire, war,
civil disturbance, labour disruption, pandemic, transportation or port disruption, governmental action, shortages of materials or energy,
supplier delay, equipment failure or other comparable causes. APG may allocate available inventory or reasonably extend delivery dates in
such circumstances. Buyer shall not impose backcharges or consequential delay costs on APG unless APG expressly accepts them in
writing.

8. Inspection and Acceptance

Buyer shall inspect all goods promptly upon delivery and before installation or incorporation into the work. Visible damage, shortage,
shipping error or incorrect delivery must be noted on the delivery receipt where applicable and reported to APG in writing within five (5)
business days after delivery. Billing errors must be reported within ten (10) business days after invoice. Concealed defects must be
reported promptly after discovery and, where reasonably possible, before the product is altered or further installed. Failure to provide timely
notice may constitute acceptance to the extent permitted by law.

9. Returns

No return will be accepted without APG’s prior written return authorization. Authorized returns must be unused, uninstalled, unmodified,
undamaged and in resalable condition and original packaging where applicable. Standard stock returns may be subject to a twenty-five
percent (25%) restocking charge plus freight and handling. Special-order and non-stock products are returnable only if APG agrees in
writing and its upstream supplier, where applicable, accepts the return.

10. Castings – Product Requirements

For municipal castings and related products, Buyer is responsible for identifying and confirming before ordering the applicable project
drawings, municipal, provincial, state, DOT or agency standards, load ratings, dimensions, frame-and-cover or frame-and-grate
compatibility, clear openings, markings, locking devices, coatings and other project-specific requirements. APG shall supply products in
accordance with the specifications expressly identified and accepted by APG in its quotation, order acknowledgement or approved
submittal. Published dimensions and weights are nominal and subject to normal manufacturing tolerances. Custom lettering, logos, special
markings and project-specific configurations are special-order products. APG’s review of drawings or specifications does not constitute
engineering approval or relieve Buyer, the project engineer or consultant from responsibility for product selection and project compliance.

11. Geosynthetics – Product Requirements

Published geosynthetic properties are based on the identified test methods, product data and quality-control information applicable to the
product supplied. APG shall supply the product materially conforming to the specifications expressly identified and accepted by APG in its
quotation, order acknowledgement or approved submittal. Buyer, the project designer, engineer and installer remain responsible for
product selection, design criteria, specification compliance, installation method, overlaps, seams, anchoring, subgrade preparation,
protection layers, storage and suitability for the intended application. APG is not responsible for damage resulting from improper handling,
storage, installation, exposure or use outside the stated product requirements.

12. Product Data, Samples and Submittals

Catalogues, drawings, technical data, test reports, samples, weights, dimensions, illustrations and other product information are intended
to describe the goods. APG warrants conformity only to specifications, approved submittals and performance requirements expressly
incorporated into APG’s accepted order. Buyer shall review and approve submittals before release for production where project approval is
required. Requirements not disclosed to and expressly accepted by APG before release are not part of APG’s supply obligation.

13. Warranty

APG warrants that, at the time of delivery, goods supplied by APG will materially conform to APG’s applicable published specifications,
approved submittals and expressly agreed project requirements incorporated into the accepted order. Where APG passes through a
manufacturer’s warranty, that warranty will also apply in accordance with its terms. Warranty coverage does not extend to damage caused
by misuse, accident, improper storage, improper installation, modification, unsuitable site conditions, normal wear, corrosion or chemical
exposure beyond stated product limitations, or failure to follow applicable installation requirements. Nothing in these Terms excludes a
right or remedy that cannot lawfully be excluded.

14. Remedy and Limitation of Liability

Subject to rights that cannot lawfully be excluded, APG’s obligation for proven non-conforming or defective goods is, at APG’s option,
repair, replacement, credit or refund of the net purchase price of the affected goods. To the maximum extent permitted by law, APG shall
not be liable for indirect, incidental, special, punitive, liquidated or consequential damages, including loss of profit, loss of use, project
delay, labour inefficiency, removal, excavation, reinstallation or replacement-work costs. APG’s aggregate liability arising from the affected
goods shall not exceed the net purchase price paid to APG for those goods.

15. Default and Suspension

If Buyer fails to pay an amount when due, breaches these Terms, becomes insolvent, makes an assignment for creditors, becomes subject
to receivership or bankruptcy proceedings, or APG reasonably determines that Buyer’s ability to pay has materially deteriorated, APG may
suspend production or shipment, require payment or security in advance, cancel unperformed orders, or exercise any other remedy
available at law. APG is not liable for resulting delay caused by a suspension properly exercised under this section.

16. Construction and Lien Rights

Nothing in these Terms waives or limits any lien, trust, prompt-payment, adjudication or other statutory right that APG may have under
applicable construction legislation. Where APG supplies materials to an improvement, APG reserves all rights and remedies available to a
supplier of materials. Any waiver or release issued by APG is effective only to the extent stated in that document and, where applicable,
funds actually received and finally retained by APG, subject to mandatory law.

17. Indemnification

To the extent caused by Buyer’s negligence, wilful misconduct, breach of these Terms, improper installation or use of the goods, or
violation of applicable law, Buyer shall indemnify and hold harmless APG and its directors, officers, employees and agents from third-party
claims, losses, liabilities, damages and reasonable legal costs. This section does not require Buyer to indemnify APG for liability to the
extent caused by APG’s own negligence or wilful misconduct.

18. Engineering and Professional Services

Signed or sealed designs, shop drawings, calculations, certifications, field review, installation supervision and other professional services
are not included unless expressly stated in APG’s quotation. Additional engineering, drawing, revision or certification fees may apply. Any
professional service supplied by a third party is subject to that professional’s scope and terms.

19. Severability and Non-Waiver

If any provision of these Terms is held unenforceable, it shall be enforced to the maximum extent permitted and the remaining provisions
shall continue in effect. APG’s failure to enforce any provision on one occasion is not a waiver of that provision or any other right. A waiver
is effective only if made in writing by APG.

20. Governing Law

For sales by APG Castings Inc. in Canada, these Terms and the transaction are governed by the laws of the Province of Ontario and the
federal laws of Canada applicable therein, without regard to conflict-of-law rules. Buyer and APG attorn to the courts of Ontario, subject to
any mandatory statutory forum or remedy that applies. U.S. transactions may be subject to separate APG U.S. terms where expressly
identified in the quotation or order acknowledgement.

21. Quebec Sales and Language Requirements

For goods marketed or sold in Quebec, APG and Buyer will comply with applicable French-language requirements for product inscriptions,
packaging, documentation and commercial materials. Where mandatory law requires French-language terms or documentation, the
applicable French version will be provided and will govern to the extent required by law.

22. Website Terms and Revisions

The version of these Terms identified by the revision date on APG’s quotation or order acknowledgement applies to that transaction. APG
may update its website Terms prospectively. A later website revision will not retroactively alter an already accepted order unless Buyer and
APG agree in writing.