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Attachment B

TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT

GENERAL PROVISIONS

1. (a) This agreement, performances of contract and quotations are

made exclusively upon the terms and conditions set out below.

Alterations or deviations from the provisions herein contained shall

not be binding upon Viessmann unless confirmed in writing by

Viessmann.

(b) The Purchaser hereby accepts the terms and conditions herein

contained in their entirety. Stipulations of terms and conditions

contrary to the provisions hereof according to the Purchaser’s

business or purchasing practices, invoicing, manner of payment or

custom of the trade are hereby specifically agreed to be

inapplicable to this agreement.

contained shall become or be deemed to be invalid, illegal or

unenforceable by operation of law, the validity, legality and

enforceability of the remaining provisions or any part thereof shall

not in any manner be affected or impaired thereby. In place and

stead of any such invalid, illegal or unenforceable provisions or

any part thereof, the parties hereto shall be deemed to have

agreed upon terms and conditions, which, as far as permitted by

law, express the intent and purpose of the within terms and

conditions.

PLANS AND SPECIFICATIONS

2. Drawings, specifications and technical data appended to or forming

any part of this agreement shall at all times remain the property of

submitted or disclosed to third parties without the express written

consent of Viessmann. Changes, alterations, deletions or additions

thereto shall not be binding upon Viessmann unless confirmed in

writing by Viessmann.

PRICES AND QUOTATIONS

3. (a) Viessmann hereby specifically reserves the right to change, alter,

amend or revoke quotations and the same shall become binding

and irrevocable only upon written acceptance by both Viessmann

and the Purchaser or upon delivery and acceptance of goods or

performance of work or services by Viessmann.

(b) Prices are, save and except as otherwise agreed upon, as of

Viessmann Manufacturing Company Inc., Waterloo, Ontario, as

applicable, exclusive of cost of packaging, crating, freight or

shipping, federal, state or local rates, tariffs and taxes in effect on

date of delivery.

contract. Cost increases thirty days after contract date, including

but not limited to cost increases of materials, wages, fuel,

transportation or energy charges and increases in applicable

federal, state and local rates, tariffs or taxes shall be added to

contract price and form part thereof as if originally agreed upon.

(d) Contracts for delivery of goods or performance of services without

specific agreement as to price shall be subject to the price or

prices in effect on the date of delivery of goods or commencement

of performance of service.

TERMS OF PAYMENT

4. (a) For all Viessmann products other than products for any biomass

project and save and except as otherwise specifically agreed upon

in writing, all invoices or accounts, as the case may be, shall

become due and payable in full without deduction whatsoever

thirty (30) days after invoice or account date.

(b) For all Viessmann biomass projects, payment terms shall be thirty

per cent (30%) of the total contract price as a down payment at

the time of the purchase order and seventy per cent (70%) due on

receipt of products, including partial shipments. All payments shall

be made by made by telegraphic transfer.

written authorization from Viessmann are expressly prohibited.

(d) Discounts, if any, shall be calculated on the cost of goods as

per invoice, exclusive of cost of packaging, crating, freight or

shipping, federal, state or local rates, tariffs or taxes, where

applicable, or other costs or surcharges beyond control of

Viessmann.

(e) Payment by bank draft, money order or uncertified cheque may

be made only with the express consent of Viessmann. All costs

for dishonor, presentment for payment or collection shall be at the

expense of the Purchaser and Payer. All payments by cheque,

whether certified or uncertified, shall be deemed as having been

received on the date of acceptance for payment of the said

cheque or cheques by the Purchaser’s or Payer’s bank, trust

company or financial institution upon whose account the cheque

has been issued.

(f) Payments received shall be applied firstly to the oldest costs for

presentment for payment, dishonor or collection; secondly, to

outstanding interest charges on the oldest accounts; and thirdly,

the balance, if any, of any payments shall be applied to the oldest

outstanding balance or balances.

(g) In the event the Purchaser defaults in payment or causes a

cheque, bank draft or money order to be dishonored or stops

payment thereon, or Viessmann shall deem the Purchaser

insecure, all accounts shall forthwith become due and payable

notwithstanding any agreement as to credit or periodic payment.

(h) Overdue accounts shall bear interest at the rate stated on the

face of the invoice but in no event less than five (5%) per cent

above prime rate of interest set from time to time by the Bank of

Canada and shall be calculated weekly and compounded

monthly.

RESERVATION OF TITLE AND PROPERTY

5. (a) It is hereby expressly agreed that all goods shall remain the

exclusive property of Viessmann and title shall not pass until

payment in full of all invoices or accounts rendered, including cost

of goods, packaging, crating, shipping or freight charges, federal,

state or local taxes, rates and tariffs, insurance, extras to contract,

interest charges, exchange or collection expenses and other

sums or charges applicable has been received pursuant to the

terms and conditions herein contained.

(b) Goods delivered shall not, in any event, become part of real

estate and the Purchaser shall at all times take or initiate all steps

necessary to preserve Viessmann’s right, title and property to

such goods.

Viessmann to be pledged or encumbered without express written

consent from Viessmann. In the event of seizure by third parties,

the Purchaser shall forthwith disclose Viessmann’s reservation of

title, right and property to such goods and shall forthwith notify

Viessmann of such seizure and shall assist Viessmann at the

Purchaser’s cost in the preservation and enforcement of

Viessmann’s right, title and property to the said goods.

(d) In the event of breach of contract by the Purchaser of the terms

or conditions herein contained and in particular, default of

payment of invoices as hereinbefore provided, Viessmann shall

be entitled, without prior notice, to demand delivery up of goods