CANADA Terms & Conditions

1. Definitions:

“Acceptance Criteria” means the criteria by which the Deliverable(s) or the Service(s) will be evaluated for
purposes of determining acceptance by FIRST ONSITE which shall include the functional, technical, design
and performance characteristics specifically set forth or incorporated by reference in the Purchase Order.
If the Acceptance Criteria is not specified in the Purchase Order, then the Acceptance Criteria shall be
based upon FIRST ONSITE’s reasonable determination that the Deliverable(s) or Services are satisfactory to
FIRST ONSITE in all material respects.

“Deficiency” means, with regard to any Service, or Goods or any Deliverables, information or materials
provided by Vendor, a defect, failure, malfunction, or nonconformity in such Service, Goods, or
Deliverables or information or materials, that prevents such Service, Deliverable or information or
materials, from complying with, or operating in accordance with , the applicable Acceptance Criteria.

“Deliverable(s)” means Service(s), Goods or any and all other expectations outlined in a Work Order,
Purchase Order or Contract delivered to FIRST ONSITE by Vendor.

“Goods” means any tangible commodities, wares or materials used by Vendor to complete a job or
purchased by FIRST ONSITE.

“Party” means either Vendor or FIRST ONSITE, individually as the context so requires; and “Parties” means
Vendor and FIRST ONSITE, collectively.

“Purchase Order” means a commercial document issued by FIRST ONSITE to Vendor indicating types,
quantities and agreed upon pricing for products or Services that Vendor will provide to FIRST ONSITE.

“Service(s)” means the Service(s) described in the applicable Purchase Order that are to be provided by
Vendor to FIRST ONSITE.

“Subcontractor” means any third party company or individual that Vendor utilizes to perform any Services
(in whole or in part) outlined in the Purchase Order.

“Subcontract Work” means the Services specified in the Purchase Order to be performed by the Vendor.

“Terms and Conditions” means all provisions outlined in this document as well as those provisions
outlined in a Purchase Order or Contract that are applicable to the delivery of Services and/or Goods to
FIRST ONSITE by Vendor.

“Vendor” means the Company, its employees, agents, officers, consultants or other representatives that
have been contracted to provide any Services by FIRST ONSITE as specified in the Purchase Order.

“Work” means the process of Vendor providing Services which results in the satisfactory completion of a
Purchase Order.

2. Entire Agreement: The Terms and Conditions contained herein shall govern any and all transactional
activity between Vendor and FIRST ONSITE. These Terms and Conditions shall apply to any Purchase Order
and/or Vendor Agreement with respect to the provision of Goods and/or Services (the “Services”)
between FIRST ONSITE and the Vendor. In circumstances where a Vendor Agreement exists and the
provisions of said Agreement differ from the Terms and Conditions contained herein, the Terms and
Conditions contained within the Vendor Agreement shall prevail.

3. Acceptance: Any and all Goods and/or Services specified in a Purchase Order shall be furnished by Vendor
subject to all the Terms and Conditions set forth herein, which Vendor, in accepting a Purchase Order from
FIRST ONSITE, agrees to be bound by and to comply with.

4. Provision of Services and Subcontracting: Unless otherwise agreed to by FIRST ONSITE in writing, the
Vendor shall furnish at its own cost and expense any and all necessary labour, machinery, equipment,
tools, transportation and other inputs required to perform Services. FIRST ONSITE shall not be liable for any
loss of or damage to machinery, equipment or tools furnished by the Vendor.

Should Vendor wish to subcontract any item of the Services, Vendor shall notify FIRST ONSITE of such intent
prior to engaging the Subcontractor, and shall not engage any such Subcontractor without FIRST ONSITE’s
prior consent, which consent may be withheld at FIRST ONSITE’s sole discretion. All Services performed for
Vendor by a Subcontractor shall be performed in accordance with these Terms and Conditions. Vendor
shall only use Subcontractors approved by FIRST ONSITE, Vendor shall be solely responsible for the acts and
omissions of its Subcontractors and FIRST ONSITE’s approval of any Subcontractor shall not change Vendor’s
liability in this regard. Subcontractors shall obtain and maintain all insurance coverage that Vendor is
required to maintain under these Terms and Conditions.

As applicable, Vendor has inspected the place of the Services prior to the commencement of the Services
to the extent it deems necessary to determine difficulties and hazards incidental to the Services (for both
construction and design purposes) whether arising from the location of the Services, proximity of the
Services to adjacent facilities, site conditions, equipment, and other building structures, or otherwise, and
is reasonably satisfied with the nature and extent of such difficulties and hazards. No change to the
Purchase Order price or Service milestones will be permitted due to Vendor’s failure to have investigated
and determined the conditions affecting the Services of the Purchase Order.

5. Conflict of Interest: Vendor shall not engage in any activity or provide any Services to FIRST ONSITE where
to do so would create a real or perceived conflict of interest with the provision of the Work. Without
limiting the generality of the foregoing, Vendor acknowledges and agrees that it shall be a conflict of
interest to provide Work if Vendor is related in law to another person or entity that has bid on the Work,
or if Vendor uses confidential competitor or FIRST ONSITE information to support the bid for the award of
the Work, or if Vendor’s employees or Subcontractors are related by family or business relationship to
FIRST ONSITE employees or Client employees where such relationship can be considered to impact the
award of the Work.

Vendor shall promptly disclose to FIRST ONSITE any actual or potential situation that may be reasonably
interpreted as a real or perceived or potential real or perceived conflict of interest and shall comply with
any Terms and Conditions subsequently prescribed by FIRST ONSITE resulting from the disclosure.

Breach of these conflict of interest provisions may result in termination of the Purchase Order in addition
to any other remedies that FIRST ONSITE has for such breach in contract, in law or in equity.

6. Conformance: The provision of all Goods and the performance of all Services pursuant to a Purchase
Order shall be free from defects, in accordance with the description which forms part of the Purchase
Order, in conformance with any plans, specifications, standards, operating conditions and performance
data referred to in the applicable Purchase Order, in conformance with all applicable laws, regulations,
orders and permits, and in conformance with all applicable industry standards in the jurisdiction where
same are delivered to, or performed for, FIRST ONSITE, and provided and performed in a timely, efficient
and workmanlike manner.

In the event the Goods or Services, or any portion thereof, do not, in FIRST ONSITE’s sole opinion, comply
with any of the warranties set out in this Section 6, or if the Goods or Services, or any portion thereof, are
in any way defective, FIRST ONSITE may, at Vendor’s sole risk and expense, elect to: i) reject or revoke
Acceptance of the Goods or Services, or any portion thereof and receive a full refund for all the Goods or
Services rejected or withhold payments for such Goods or Services if such payment has not been made; ii)
require Vendor to repair or replace the Goods or Services; iii) recover the expense of such repair or
replacement from Vendor.

Without limiting the generality of the foregoing, where FIRST ONSITE has contracted Vendor for provision of
construction related Services, and where Deficiencies noted by FIRST ONSITE have been communicated to
Vendor in writing and where correction of Deficiencies have not been completed in a reasonably timely
manner by Vendor, FIRST ONSITE may correct Deficiencies and obtain reimbursement from Vendor through
reduction in amounts payable by FIRST ONSITE to Vendor or invoice Vendor for said Deficiencies. Vendor
shall pay such invoices within 90 days of invoice date by FIRST ONSITE.

7. Changes in Scope: Vendor shall not increase or decrease the scope of Work covered by a Purchase Order
without written instruction from FIRST ONSITE. If the Purchase Order at any time during the progress of the
Work requires any alteration or addition or omission, a new and separate Purchase Order will be issued or
change to the original Purchase Order will be issued in writing.

8. Price: Vendor warrants that prices shown in any Purchase Order shall be complete and no additional
charges of any type shall be added without FIRST ONSITE’s express written consent.

9. Invoicing: FIRST ONSITE requires the Vendor to submit all invoices for Services to the Central finance
Department as detailed in the FIRST ONSITE Vendor Handbook, which can be found on FIRST ONSITE’s Website
at: www.firstonsite.ca. It is the responsibility of the Vendor to receive a PO before starting Work. Any
invoices submitted without a corresponding PO# will be rejected from the payment process and returned
to Vendor.

10. Payment and Taxes: FIRST ONSITE shall pay Vendor within ninety (60) days of receiving the Vendor’s
correct, conforming and uncontested invoice, of which the value must exactly match the total value of the
associated Purchase Order. Payment of Vendors invoices shall be made by electronic transfer of funds
unless prior arrangements for payment by cheque have been made.

Without limiting the generality of the foregoing, should a Deficiency in the Services of the Vendor prevent
FIRST ONSITE from obtaining a Certificate of Satisfaction from the FIRST ONSITE customer and as a result delay
invoicing by FIRST ONSITE, payment of Vendor may be delayed up to 90 days following correction of such
Deficiency.

Vendor shall be responsible for the remittance to the appropriate governmental authority of all taxes,
levies, duties, assessments and deductions of every nature required by Applicable law in connection with
the provision of the Services pursuant to any Purchase Order.

11. Term: The term of any Purchase Order shall commence as of the effective date stated on the Order Page,
or if no effective date is stated, then as of the order date of said Purchase Order and shall terminate when
(a) all Goods covered by the Purchase Order have been delivered and accepted, or (b) all Services have
been fully performed, unless earlier terminated.

12. Termination: (a) FIRST ONSITE may at any time terminate a Purchase Order, in whole or in part, without
cause, upon notice to Vendor. Upon any such termination Vendor shall, to the extent specified by
FIRST ONSITE stop all Work related to said Purchase Order, and cause its Vendors and Subcontractors to stop
Work. Charges for any such termination of said Purchase Order shall be limited to actual non-recoverable
costs incurred by Vendor which Vendor can demonstrate were properly incurred prior to the date of
termination. In no event shall such reimbursement include foreseeable loss of profits for undelivered
Goods or unperformed Services.

(b) FIRST ONSITE may immediately terminate this Purchase Order, in whole or in part upon notice to Vendor,
if Vendor: i) fails to make delivery of or perform the Supply within the time specified as indicated in the
Purchase Order; ii) fails to replace or correct defective Goods or Services in accordance with the
provisions of said Purchase Order; iii) becomes insolvent, files or has filed against it a petition in
bankruptcy, or makes an assignment for the benefit of creditors.

(c) Any termination a Purchase Order by FIRST ONSITE shall not relieve Vendor from any liability hereunder.

13. Insurance: Vendor shall fulfill the following insurance obligations:

a) WCB/WSIB: Vendor must hold Workers Compensation insurance covering all employees engaged in
the Subcontract Work in accordance with the statutory requirements of the province or territory
having jurisdiction over such employees.

Vendor must be in “good standing” with all provincial ministries and agencies with regard to health &
safety, such as WSIB, Ministry of Labour, Ministry of Environment, WorkSafe, CSST, etc.

A Clearance Certificate of “Letter of Good Standing” must be provided to FIRST ONSITE prior to
commencing any Subcontract Work, and must be continuously updated per provincial regulations.

b) CGL and Auto: Vendor must, at its own expense, carry and maintain during the performance of
Services not less than (a) the minimum amount of insurance required to cover its indemnification
obligations hereunder, and (b) the following minimum amounts of insurance: i) Workers’
Compensation Insurance: Statutory; ii) Commercial General Liability Insurance (also sometimes
referred to as Public Liability Insurance): $2,000,000; iii) Business Auto Liability Insurance:
$1,000,000, unless the scope of Work includes the use of vehicle. In such instance, the limit shall be
$2,000,000.

14. Health & Safety: Vendor shall develop, maintain, and adhere to such health, safety, and environmental precautions and programs as are required:

a) to comply with the rules, acts, regulations and practices required by the applicable health, safety, and environmental legislation in the jurisdiction of the Service Location(s);

b) to comply with all health, safety, and environmental precautions, policies, and programs of the Customer and FIRST ONSITE; and

c) to prevent injury to persons or damage to property on, about, or adjacent to the site of the Subcontract Work.

In addition to the above requirements, Vendor shall develop, maintain, and adhere to a project specific health and safety plan for the Subcontract Work, and shall make such plan available for review and Acceptance by the Customer and/or FIRST ONSITE.

Vendor shall ensure that all Vendor and Vendor Subcontractor personnel have received all necessary training in respect of the matters covered by above. If requested, Vendor shall provide FIRST ONSITE with written documentation verifying completion of the above.

The Vendor will immediately report to FIRST ONSITE any incident or near incident involving Vendor personnel, the public, or property, arising from Vendor’s performance of the Subcontract Work. Vendor shall provide a written initial report to FIRST ONSITE of its investigation of said incident within 24 hours of its occurrence.

Unless FIRST ONSITE otherwise directs, Vendor and all Vendor Subcontractors shall attend the following health and safety meetings: (a) pre-job orientation; (b) an orientation prior to entering any site of Work; (c) daily tailgate briefings; and (d) such other meetings required by FIRST ONSITE from time to time to review the status of the Work and Vendor’s compliance with the requirements of this Section 14.

15. Labour Laws: Vendor shall comply with all applicable labour laws, and with all health conditions and
requirements, from time to time applicable to the Work.

16. Warranty and Deficiencies: All workmanship is to be fully guaranteed by the Vendor for two (2) years
after acceptable completion of the Services in accordance with this Purchase Order. Roof warranties are
to be for a minimum of five (5) years workmanship, and ten (10) years on materials. A copy of the roof
warranty is to be submitted to FIRST ONSITE in the customer’s name, upon completion. All manufacturer’s
warranties that come with equipment (i.e. – fixtures, tubs, etc.) supplied by Vendor, all product data and
all user guides and manuals, are to be given to the FIRST ONSITE Construction Manager or Project Manager
upon completion of the project, and prior to submission of the Vendor’s final invoice.

If workmanship or materials Deficiencies are found, the Vendor will be advised immediately. Vendor is
liable for the costs of repairs which must be completed within three (3) days of notification of the
discovery of Deficiencies or as agreed upon by both Parties. If FIRST ONSITE is required to engage another
Vendor, FIRST ONSITE will have the right to pursue Vendor for all costs plus any additional amounts incurred
to remedy the Deficiency. In accordance with Section 6, FIRST ONSITE may receive a refund or withhold
payment for any amount owing to the Vendor.

17. Confidentiality: The Parties agree to protect and keep all data and information disclosed by each Party in
relation to any Agreement or Purchase Order between the Parties confidential.

The provisions of this Section 17 shall survive the termination of this Work Order.

18. Indemnity: The Vendor shall be liable to and shall indemnify and save harmless the Indemnified Parties
from all Claims arising from safety infractions, infringement or alleged infringement of patents, injuries to
property, injuries to persons including death, Vendor’s negligence, breach of Subcontract Work, a Default
Event, Claims by employees or agents of the Vendor, construction liens against the Job in respect of the
Subcontract Work, interference with or delays, any event caused or contributed to by the Vendor for
which FIRST ONSITE is required to indemnify their Customer under the Job, or any other acts or omissions of
the Vendor or any of its directors, officers, agents, employees, servants, material Vendors, Vendor
Subcontractors or assignees with respect to the Subcontract Work. Without abrogating or waiving

FIRST ONSITE’s other rights, in the event Vendor fails to promptly honour the Terms of this provision upon
demand by FIRST ONSITE, FIRST ONSITE may set-off against any monies otherwise due to Vendor by
FIRST ONSITE. Without limiting any other provision herein, FIRST ONSITE may set-off against any monies
otherwise due to Vendor to the extent of any amounts charged to FIRST ONSITE by their Customer arising
from the performance of Vendor’s Work.

19. Assignment: The Vendor shall not assign a Purchase Order or Vendor Agreement without the prior
written consent of FIRST ONSITE and any assignment made without such consent shall be of no effect.

20. Criminal Background Checks: Vendor may be required to provide documentation evidencing that all
Vendor employees whom Vendor intends to work on certain FIRST ONSITE jobs, have a completed criminal
background check, which results must be acceptable by FIRST ONSITE. Vendor is responsible for the thirdparty
fee to complete the background checks.

21. Force Majeure: Notwithstanding anything to the contrary outlined in a Purchase Order or Vendor
Agreement, neither Party shall be liable for delay or non-performance caused by any of the following
circumstances when beyond its control: acts of God, explosions, riots, extreme natural disasters, wars,
sabotage or terrorism (“Force Majeure”). Should an event of Force Majeure make it impossible for a Party
to perform its obligations hereunder, the affected Party shall try to reduce or mitigate the adverse impact
of the event. The affected Party shall notify the other Party that it considers an event of Force Majeure has
occurred. If the adverse impact cannot be eliminated completely, such non-performance shall be excused
for the duration of the event of Force Majeure. If, however, the event of Force Majeure lasts more than
fifteen (15) days from the original notification, any applicable Purchase Order may be terminated in whole
or in part by the non-affected Party.

22. Applicable Law: These Terms and Conditions set forth shall be governed by and construed in accordance
with the laws of the province of Ontario and the federal laws of Canada applicable therein. FIRST ONSITE
and Vendor attorn to the exclusive jurisdiction of the Courts of the Province of Ontario.

23. Notices: Any notice, invoice, approval, consent or communication for a Purchase Order shall be in writing,
and delivered in person or by mail, courier, facsimile or electronic mail to the addresses set forth on the
Order Page.