General terms & conditions of sale - Americas

These terms and conditions apply to all sales of products by Hunting Energy Services, LLC. and its affiliates. Acceptance of Buyer’s Order is expressly limited to these terms and conditions, and the quotation, if any, and order acceptance issued by Seller (the “Contract”). All orders submitted by Buyer (each an “Order”) shall be deemed to be an offer by Buyer to purchase the Products subject to these terms and conditions.

Notwithstanding any oral or written statement made by Buyer, Seller’s acceptance of Buyer’s Order does not in any way constitute acceptance of Buyer’s terms and conditions, and Buyer’s terms and conditions are not a part of the Contract unless an authorized official of Seller expressly agrees in writing to accept such terms and conditions or any part thereof. The “Seller” under a Contract is the selling entity identified in the order acceptance or quotation.

No Order shall be binding on Seller until accepted in writing by an authorized official of Seller. Seller is under no obligation to accept any Order. Any quotation is valid for thirty (30) days, unless otherwise indicated on the quotation. All quotations are subject to change at any time. No contract shall come into existence until Seller issues an order acceptance or delivers the Products to Buyer.

All prices are subject to change without notice. Prices do not include packing and preparation for shipment, freight, loading, unloading, carriage, insurance, forwarding fees, duties of any kind or similar fees or charges applicable to the Products. Buyer agrees to pay such charges upon receipt of Seller’s invoice.

Prices do not include sales, use, excise, value-added, or other similar taxes, duties, charges, or fees (or any related fines, penalties, or interest) (collectively, “Taxes”), now or thereafter enacted, applicable to the Products sold or this transaction; any such Taxes will be added by Seller to the sales price where Seller is required by law to collect the same, and will be paid by Buyer unless Buyer provides Seller with a proper tax-exemption certificate.

The agreed upon delivery dates are based on the Seller's projected lead time, current inventory, commitments and supplier's advice. All shipment and delivery dates are estimates only. All shipments shall be F.O.B. Seller's facility unless otherwise specified in writing on the Order.

The method and route of shipment shall be at Seller's discretion, unless Buyer supplies explicit reasonable instructions in writing at least ten (10) days prior to shipment. Buyer assumes risk of loss of the Products upon the Products departing Seller's facility, regardless of whether Seller has arranged for the transportation of the Products.

Seller is not responsible for any installation of Products sold hereunder or delays caused by Buyer specified suppliers.

Seller shall not be liable to Buyer for any damages, losses or expenses if Seller fails to meet the estimated delivery date.

Seller may deliver the Products in installments. Claims for shortages must be made in writing within ten (10) days of Buyer’s receipt of shipment, or Buyer is deemed to have waived such claims.

All payments shall be made within thirty (30) days of the date of Seller’s invoice. Seller may suspend credit to Buyer and may withhold shipment of Products ordered, suspend or cancel performance if, in Seller’s sole discretion, Buyer’s financial condition warrants any such action. If the Products are delivered in installments, Buyer shall pay for each installment in accordance with the terms of payment hereof. Payment shall be made for the Products without regard to whether Buyer has made or may make any inspection of the Products. If shipments are delayed by Buyer, payments are due from the date when Seller is prepared to make delivery. Products held for Buyer, shall be held at Buyer’s sole risk and expense. Products held for more than thirty (30) days may incur reasonable storage charges. All amounts due shall be paid in US Dollars directly to Seller as directed by Seller on its invoice or otherwise as specified in a written notice. Delinquent invoices are subject to a monthly service charge of the lower of 18% per annum or the maximum rate allowed by law, which shall be added to the invoice amount. Notwithstanding anything herein to the contrary, if Buyer fails to fulfill the terms of payment, Seller may defer further shipments, or may, at its option, cancel the unshipped balance. Seller reserves the right, prior to making any shipment, to require from Buyer satisfactory security for performance of Buyer’s obligations.

Buyer may request changes, including rescheduling or canceling, of all or a portion of an Order. Seller reserves the right to reject any change or cancellation to an Order or to accept such change or cancellation and assess a ten percent (10%) restocking fee.

Seller shall be excused from performance and shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond its reasonable control, including, but not limited to, war (whether an actual declaration thereof is made or not), sabotage, terrorism, insurrection, riot or other act of civil disobedience, act of public enemy, failure or delay in transportation, act of government or any agency or subdivision thereof affecting the terms of this Contract, prohibiting or penalizing Seller’s performance, or otherwise, judicial action, labor dispute, accident, fire, explosion, flood, storm or other natural disaster or force of nature, shortage of labor, fuel, raw material or machinery or technical or yield failure. In the event of any such delay, the date of delivery or performance shall be deferred for a period equal to the time of any such delay. If any such contingencies occur, Seller may equitably allocate production and deliveries among Seller’s customers.

Seller may modify the specifications of Products and substitute Products manufactured to such modified specifications for those specified herein provided such Products conform to this Contract.

• Seller, except as otherwise hereinafter provided, warrants Products manufactured by Seller when properly stored, commissioned, installed, maintained and used in conformity with the applicable product guide will conform to Seller’s specifications for a period of twelve (12) months from date of shipment (“Warranty Period”). The foregoing warranty does not apply to: (i) defects caused by or contributed to by Buyer, or abrasive materials, corrosion due to aggressive fluids, (ii) Products or parts which are normally consumed in operation or have a normal life shorter than the Warranty Period, (iii) alterations or repairs carried out without the prior written approval of Seller, (iv) use of the Product for a purpose other than that for which it was intended, (v) defects arising from or in connection with information, drawings, charts, specifications or instructions by Buyer, or (vi) experimental or developmental Products.
• If, during the Warranty Period, Buyer in good faith believes that Products are nonconforming, Buyer shall give written notice to Seller specifying in detail the nonconformity within fifteen (15) days of receipt of such Products. If notice of nonconformity is timely given, then upon written authorization by Seller, the Products may be returned by Buyer. In order to be eligible for a credit or replacement of such Products, Buyer must return the Products to Seller, transportation charges prepaid by Buyer, within fifteen (15) days of Seller's authorization of return. If Seller determines that the Products are nonconforming, Seller, at its option, shall (i) repair the Products or otherwise replace the Products, or (ii) refund the purchase price paid by Buyer for such Products, less reasonable depreciation. Such repair, replacement or refund shall be Seller’s sole obligation and Buyer’s sole and exclusive remedy for breach of warranty hereunder for all warranted Products. If the nonconforming nature of the Product was caused by Buyer or its agents, employees or subcontractors, then Buyer shall be liable for the cost of repair or replacement and all associated costs therewith including, without limitation, transportation charges and inspection fees. In no event shall the repair or replacement of the Products therein extend the Warranty Period for such Products. Acceptance of returned Products or authorization of return of Products shall not be deemed as Seller's concession or acknowledgment of nonconformity with respect to any Products.

EXCEPT AS PROVIDED ABOVE, SELLER MAKES NO WARRANTIES, TERMS OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, ABOUT THE PRODUCTS, THE SERVICES OR THE SUITABILITY, LEGALITY OR ACCURACY OF INFORMATION, OR PRODUCTS AND SERVICES PROVIDED BY SELLER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE WARRANTY EXPRESSLY MADE ABOVE IS THE ONLY WARRANTY MADE BY SELLER AND CAN BE AMENDED ONLY BY A WRITTEN INSTRUMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SELLER.

• If Seller determines or believes that any Products manufactured and supplied by Seller to Buyer may be subject to any claim that it infringes any US patent, copyright, or trade secret, Seller may, at its option and at its expense, and as Buyer’s sole and exclusive remedy (i) procure for Buyer the right to use such Products free of any liability for infringement, or (ii) replace such Products with a non-infringing substitute otherwise complying substantially with the specifications, or (iii) refund the purchase price paid by Buyer for such Products, less reasonable depreciation.
• If the infringement by Buyer is alleged prior to completion of delivery of the Products under this Contract, Seller may decline to make further shipments without being in breach of this Contract.

THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF THE PARTIES HERETO FOR PATENT, COPYRIGHT, OR TRADE SECRET INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO.

• BUYER AGREES THAT REGARDLESS OF THE CLAIM OR OTHER FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT BY BUYER AGAINST SELLER, ITS AFFILIATES OR ITS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS OR REPRESENTATIVES (“SELLER GROUP”) THAT NEITHER SELLER OR ANY MEMBER OF THE SELLER GROUP SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, PROMOTIONAL EXPENSES, INJURY TO REPUTATION, OR LOSS OF CUSTOMERS ARISING OUT OF OR RELATED TO THE PRODUCTS OR THIS CONTRACT, AND BUYER HEREBY WAIVES ANY CLAIM FOR ANY SUCH EXCLUDED FORM OF DAMAGES.
• To the extent permitted by applicable law, Buyer agrees to indemnify and hold harmless all members of the Seller Group for any damages paid by the Seller Group in excess of the limitation of liability set forth in Section 11.A.
• Buyer’s aggregate recovery from all members of the Seller Group for any claim in any way arising from or related to the Products or to this Contract shall not exceed lower of (i) the purchase price paid by Buyer for the Products at issue, less reasonable depreciation, or (ii) the amounts paid by Buyer under this Contract during the preceding twelve (12) month period; irrespective of the nature of the claim, whether in contract, tort, warranty, strict liability, product liability or otherwise and whether arising in whole or in part from the negligence of the Seller Group; provided, however, that the limitation on Buyer’s aggregate recovery under this Section 11.C shall never be less than $5,000.
• IF AND TO THE EXTENT ANY PAYMENT REQUIRED TO BE MADE PURSUANT TO THIS AGREEMENT OR DAMAGE LIMITATION SET FORTH HEREIN IS DEEMED TO CONSTITUTE LIQUIDATED DAMAGES, THE PARTIES ACKNOWLEDGE AND AGREE THAT SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT SUCH PAYMENT IS INTENDED TO BE A REASONABLE ESTIMATION OF THE AMOUNT OF SUCH DAMAGES AND NOT A PENALTY.
• BUYER ACKNOWLEDGES AND AGREES THAT THE LIABILITY LIMITATIONS SET FORTH IN THIS SECTION 11 ARE ESSENTIAL ELEMENTS OF THE CONTRACT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS CONTRACT WOULD BE SUBSTANTIALLY DIFFERENT.

BUYER SHALL BE LIABLE FOR, AND SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER AND ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (“SELLER GROUP”) FROM AND AGAINST ANY AND ALL CLAIMS WHICH ARISE OUT OF THE PERFORMANCE OF THE CONTRACT TO THE FOLLOWING: (I) LOSS OF OR DAMAGE TO ANY WELL OR HOLE OR ANY THIRD PARTY OIL AND GAS PRODUCTION FACILITIES; (II) RESERVOIR SEEPAGE OR POLLUTION ORIGINATING UNDERGROUND OR FROM THE PROPERTY OF BUYER OR ANY THIRD PARTY HOWSOEVER, (III) BLOW-OUT, FIRE, EXPLOSION, CRATERING OR ANY WELL OR RESERVOIR OR ANY OTHER UNCONTROLLED WELL CONDITION (INCLUDING THE COSTS TO CONTROL A WILD WELL AND THE REMOVAL OF DEBRIS); (IV) DAMAGE TO OR ESCAPE OF PRODUCT, OR SUBSTANCE FROM ANY FACILITY, INCLUDING ANY PIPELINE OR OTHER SUBSURFACE FACILITY; AND/OR (V) BODILY INJURY, PROPERTY DAMAGE AND ANY RELATED DAMAGES TO THIRD PARTIES. IT IS THE EXPRESS INTENTION OF BOTH BUYER AND SELLER THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS AN INDEMNITY BY BUYER TO INDEMNIFY AND PROTECT SELLER GROUP FROM THE CONSEQUENCES OF SELLER GROUP’S OWN NEGLIGENCE, FAULT OR STRICT LIABILITY, WHETHER THAT NEGLIGENCE, FAULT OR STRICT LIABILITY IS THE SOLE, JOINT OR CONCURRING CAUSE OF A CLAIM, LOSS OR EXPENSE (BUT EXPRESSLY EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER GROUP).

Except as otherwise provided in this Contract, Buyer agrees that any and all information associated with the Products (including but not limited to Seller’s technical data), Seller or its affiliates that is not otherwise publicly available (“Confidential Information”) that is disclosed to or received by Buyer (i) shall be treated as Seller’s confidential, proprietary, and trade secret information (with Seller reserving all rights to its Confidential Information); (ii) shall be held by Buyer in strict confidence, (iii) shall be used by Buyer only for purposes of this Contract, and (iv) that no Confidential Information, including without limitation the provisions of this Contract, shall be disclosed by Buyer without the prior written consent of Seller. Buyer shall safeguard Confidential Information with at least the same degree of care (which shall always be at least a reasonable amount of care) that it uses to safeguard its own confidential, proprietary, and trade secret information.

• Notice. Notice shall be deemed effective and delivered three days after mailing if sent certified mail, return receipt requested, or when received if sent by telecopy, prepaid courier, express mail or personal delivery to the intended recipient thereof at the address shown on the first page hereof, or to such other address as either party may specify in a written notice to the other party pursuant hereto.
• Independent Contractor. Seller, in providing the Products hereunder, is acting as an independent contractor and does not undertake by any Order or otherwise to perform any obligation of Buyer, or to assume any liability for Buyer’s business or operations.
• Governing Law/Venue. The validity, performance, and construction of this contract shall be governed by the laws of the State of Texas (excluding its conflict of laws rules which would refer to and apply the substantive laws of another jurisdiction). Any suit or proceeding hereunder shall be brought exclusively in state or federal courts located in Harris County, Texas. Each party consents to the personal jurisdiction of the state and federal courts of said county and waives any objection that such courts are an inconvenient forum. This Contract shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods shall apply to this Contract.
• Limitations Period. Any claims or causes of action arising from or relating to the Products or this agreement must be instituted within two (2) years from the date upon which such claim or cause of action arose or was accrued.
• Severability. If any provision of this Contract is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Contract, and this Contract shall be construed as if such invalid or unenforceable provision were omitted.14.6. Assignment. Buyer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Seller. Any assignment made in contravention of this Section
• shall be null and void for all purposes.
• Compliance with Laws. Each party hereto agrees to comply with all federal, state, and local laws, rules, and regulations in effect in the United States of America and any other country or territory in respect of their activities contemplated by this Agreement, including without limitation the United States Foreign Corrupt Practices Act.
• Exports and Re-exports. Buyer shall be responsible for obtaining any licenses or governmental permits for export and import of the Products to the country of final destination or any other country where the Products may be landed or utilized. Buyer warrants it will not allow Products to be transferred at any time on either a temporary or permanent basis in any manner that would violate United States Export laws or regulations (“Export Laws”), including, but not limited to, the Export Administration Act of 1979, and the Arms Export Control Act of 1976, the Office of Foreign Assets Control (“OFAC”) Regulations, the Export Administration Regulations (“EAR”), and the International Traffic in Arms Regulations (“ITAR”) as such may be amended from time-to-time. Buyer shall further defend, indemnify and hold harmless Seller Group from and against any and all claims brought by or on behalf of any person or entity (including without limitation any governmental authority) arising out of or in connection with violations of this Article or the Export Laws by Buyer or its agents.
• Amendment/Entire Agreement. This Contract may be amended only in a writing executed by the authorized representatives of both parties. This Contract constitutes the entire agreement between the parties relating to the sale of Products and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter here for, and no representations or statements of any kind made by any representative of Seller, which are not stated herein shall be binding upon Seller unless made in writing and signed by a duly authorized representative of Seller. No course of dealing or usage of trade or course of performance shall be relevant to explain or supplement any term expressed in this Contract.

This Lease Agreement (“Lease Agreement”) applies to the lease of the equipment (“Equipment”) identified on the Price List and other ordering documentation (“Lease Schedule”) by Hunting Energy Services (Drilling Tools), Inc. (“Lessor”) to the customer identified on the Price List or other ordering documentation (“Lessee”). Acceptance of Lessee’s order is expressly limited to these terms and conditions, and the quotation, if any, and order acceptance issued by Lessor. All orders submitted by Lessee (each an “Order”) shall be deemed to be an offer by Lessee to lease the Equipment subject to this Lease Agreement. Notwithstanding any oral or written statement made by Lessee, Lessor’s acceptance of Lessee’s Order does not in any way constitute acceptance of Lessee’s terms and conditions, and Lessee’s terms and conditions are not a part of this Lease Agreement unless an authorized official of Lessor expressly agrees in writing to accept such terms and conditions or any part thereof. No Order shall be binding on Lessor until accepted by an authorized official of Lessor. Lessor is under no obligation to accept any Order. Any quotation is valid for thirty (30) days, unless otherwise indicated on the quotation. All quotations are subject to change at any time. No contract shall come into existence until Lessor issues an order acceptance or ships the Equipment to Lessee.

Lessor hereby leases to Lessee the right to use and Lessee hereby rents and accepts the right to use the Equipment listed on the Lease Schedule(s), subject to the terms and conditions hereof, as supplemented with respect to each item of Equipment by the terms and conditions set forth in the appropriate Lease Schedule. This Lease Agreement is effective from the date Lessor issues an order acceptance or delivers the Equipment to Lessee, and shall continue until terminated.

The lease charges for the Equipment leased pursuant to this Lease Agreement shall be the amounts set for in the applicable Lease Schedule (the “Lease Charges”). Lessee agrees to pay to Lessor the Lease Charges in accordance with the Lease Schedule(s), and the payments shall be made at the Lessor’s address indicated thereon. Lessee shall provide appropriate rig records to validate duration of Equipment usage. Charges for taxes made in accordance with Section 3 and charges made under any other provision of this Lease Agreement and payable by Lessee shall be paid to Lessor on the date specified in the Lease Schedule(s) or the applicable invoices delivered to Lessee. If any payment is not received in a timely manner, Lessee agrees to and shall, to the extent permitted by law pay on demand, as a late charge, an amount equal to one and one-half percent per month or the maximum percentage allowed by law if less, of the amount past due (“Late Charges”).

In addition to the Lease Charges set forth in Section 2, Lessee shall be responsible for (and reimburse Lessor for) all assessments, sales and use taxes, rental taxes, gross receipts taxes, personal property taxes and other taxes now or hereafter imposed by any government, agency, province or otherwise upon the Equipment, including upon the ownership, leasing, renting, purchase, possession or use of the Equipment, whether assessed to Lessor or Lessee (the “Taxes”).

The agreed upon delivery dates, if any, are based on the Lessor's projected lead time, current inventory, commitments and supplier's advice. All shipment and delivery dates are estimates only. All shipments shall be F.O.B. Lessor's facility unless otherwise specified in writing on the Order. The method and route of shipment shall be at Lessor's discretion, unless Lessee supplies explicit reasonable instructions in writing at least two (2) days prior to shipment. Lessee assumes risk of loss of the Equipment upon the Equipment departing Lessor's facility, regardless of whether Lessor has arranged for the transportation of the Equipment. Lessor is not responsible for any installation of Equipment. Lessor shall not be liable to Lessee for any damages, losses or expenses if Lessor fails to meet the estimated delivery date. Lessor may deliver the Equipment in installments. Claims for shortages must be made in writing within two (2) days of Lessee’s receipt of shipment, or Lessee is deemed to have waived such claims. Lessee shall have a period of two (2) business days after delivery of the Equipment to inspect the Equipment and notify Lessor in writing if any of such Equipment is unacceptable. Lessee agrees that unless it delivers such specific written notice within such two business day period, (i) it shall be deemed that Lessee has fully inspected the Equipment, (ii) it shall be deemed that Lessee has accepted the Equipment and that such Equipment is in good condition and repair, and (iii) Lessee waives any right to subsequently claim that the Equipment is defective or were not in good condition and repair. If Lessee provides such notice to Lessor within such two (2) business day period, Lessor shall have the right, as determined in its sole discretion, to replace such Equipment or terminate the order with regards to such unacceptable Equipment.

Unless otherwise provided for by Lessor in a Lease Schedule, all transportation charges upon the Equipment for delivery to Lessee’s designated location are to be paid by Lessee.

Lessee assumes and shall solely bear the risk of loss for the Equipment for injury, damage (including damage to third parties and their property), loss, destruction, theft, expropriation or requisition (as to either title or use). Lessee is responsible for any damage of any nature whatsoever to any Equipment that occurs while the Equipment is in the Lessee’s custody or control.

Upon the expiration of the Lease Term for any item of Equipment, Lessee shall return the Equipment to Lessor in the same condition as received, reasonable wear and tear excepted. If any Equipment is returned to Lessor damaged, but capable of repair as determined by Lessor, Lessee shall pay the cost of repair. If Lessee fails to return any Equipment or returns any damaged Equipment that are incapable of being repaired as determined by Lessor, Lessee shall pay to Lessor the replacement cost of such Equipment.

Lessee agrees at Lessee’s expense, to maintain the Equipment in the same condition as received, reasonable wear and tear excepted, and to make all repairs and replacements necessary to maintain, preserve, and keep the Equipment in good order and condition. In addition, Lessee shall cause all tests and retests required by law to be performed in a timely manner. All replacements or substitutions of parts in any of the Equipment shall constitute accessions thereto and shall become part of the Equipment owned by Lessor. Upon Lessor’s request, Lessee will permit Lessor, its agents, employees, and servants, to have access to the Equipment for the purpose of inspection and examination. Lessee will permit the Equipment to be tested, operated, and repaired only by qualified personnel. Lessee will keep current maintenance and repair records on each Equipment and will permit Lessor, its agents, employees, and servants, to have access to such records during normal business hours.

Except as expressly contemplated on a schedule hereto, the Equipment shall, at all times, be the sole and exclusive property of Lessor. Lessee shall have no right or property interest therein, except for the right to use the Equipment as prescribed by Lessor, or as otherwise provided herein. The Equipment is and shall remain personal property even if installed in or attached to real property. Lessor shall be permitted to display notice of its ownership on the Equipment by means of a suitable stencil, label or plaque affixed thereto.

Lessee shall keep the Equipment at all times free and clear from all claims, levies, encumbrances and process. Lessee shall give Lessor immediate notice of any such attachment or other judicial process affecting any of the Equipment. Without Lessor’s written permission, Lessee shall not attempt to or actually: (i) pledge, lend, create a security interest in, sublet, exchange, trade, assign, swap, use for an allowance or credit or otherwise; (ii) allow any third party who is not an affiliate of Lessee to use; (iii) part with possession; or (iv) dispose of; any item of Equipment.

Lessor is hereby authorized by Lessee to cause this Lease Agreement or other instruments, including Uniform Commercial Code Financing Statements, to be filed or recorded for the purposes of showing Lessor’s interest in the Equipment. Lessee agrees to execute any such instruments as Lessor may request from time to time.

Lessee is not permitted to make any alterations in or add attachments to the Equipment.

Lessee shall add the Equipment to Lessee’s existing insurance policy pursuant to Section 11 and assume and bear the risk of loss, theft and damage (including any governmental requisition, condemnation or confiscation) to the Equipment and all component parts thereof from any and every cause whatsoever, whether or not covered by insurance. No loss or damage to the Equipment or any component part thereof shall impair any obligation of Lessee under this Lease Agreement, which shall continue in full force and effect except as hereinafter expressly provided. Lessee shall repair or cause to be repaired all damage to the Equipment. In the event that all or part of the Equipment shall, as a result of any cause whatsoever, become lost, stolen, destroyed or otherwise rendered irreparably unusable or damaged (collectively, the “Loss”) then Lessee shall, within ten (10) days after the Loss, fully inform Lessor in writing of such Loss and shall pay to Lessor the Lost-in-Hole charge for the Equipment set forth in the applicable Lease Schedule.

Until the Equipment is returned to Lessor or as otherwise herein provided, whether or not this Lease Agreement has terminated as to the Equipment, Lessee, at its expense, shall maintain: (i) property and casualty insurance insuring the Equipment for its casualty loss value naming Lessor and its assigns as additional loss payees. The insurance shall cover the interest of both Lessor and Lessee in the Equipment, or as the case may be, shall protect both the Lessor and Lessee in respect to all risks arising out of the condition, delivery, installation, maintenance, use or operation of the Equipment. The proceeds of any loss or damage insurance shall be payable to Lessor. It is understood and agreed that any payments made by Lessee or its insurance carrier for loss or damage of any kind whatsoever to the Equipment are not rental payments or adjustments of rental, but are made solely as indemnity to Lessor for loss or damage of its Equipment.

LESSOR DOES NOT MAKE ANY WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. LESSEE ACKNOWLEDGES THAT IT IS NOT RELYING ON LESSOR’S SKILL OR JUDGMENT TO SELECT OR FURNISH GOODS SUITABLE FOR ANY PARTICULAR PURPOSE AND THAT THERE ARE NO WARRANTIES CONTAINED IN THIS LEASE AGREEMENT.

Lessee agrees that Lessor shall not be liable to Lessee for with respect to, any claim from a third party for any liability, claim, loss, damage or expense of any kind or nature, whether based upon a theory of strict liability or otherwise, caused, directly or indirectly, by: (i) the inadequacy of any item of Equipment for any purpose; (ii) any deficiency or any latent or other defects in any Equipment whether or not detectable by Lessee; (iii) the selection, manufacture, rejection, ownership, lease, possession, maintenance, operation, use or performance of any item of Equipment; (iv) any interruption or loss of service, use or performance of any item of Equipment; (v) patent, trademark or copyright infringement; or (vi) any loss of business or other special, incidental or consequential damages whether or not resulting from any of the foregoing.

The occurrence of any of the following events shall constitute an Event of Default under this Lease Agreement and/or any Lease Schedule:

• the nonpayment by Lessee of any Lease Charges or any other sum required hereunder to be paid by Lessee which non-payment continues for a period of thirty (30) days from the date when due;
• the failure of Lessee to perform any other term, covenant or condition of this Lease Agreement, or any other document, agreement or instrument executed pursuant hereto or in connection herewith, which is not cured within thirty (30) days after notice from Lessor;
• Lessee attempts to or does remove, transfer, sell, swap, assign, sublease, trade, exchange, encumber, receive an allowance or credit for, or part with possession of, any item of Equipment; or
• Lessee ceases doing business as a going concern, is insolvent, makes an assignment for the benefit of creditors, fails to pay its debts as they become due, offers a settlement to creditors or calls a meeting of creditors for any such purpose, files a voluntary petition in bankruptcy, is subject to an involuntary petition in bankruptcy, is adjudicated bankrupt or insolvent, files or has filed against it a petition seeking any reorganization, arrangement or composition, under any present or future statute, law or regulation.

Should any Event of Default occur and be continuing, Lessor may, in order to protect its, pursue and enforce, alternatively, successively and/or concurrently, any one or more of the following remedies:

• recover from Lessee all accrued and unpaid Lease Charges and other amounts due and owing on the date of the default;
• retake possession of the Equipment;
• require Lessee to deliver the Equipment to a location designated by Lessor;
• proceed by court action to enforce performance by Lessee of its obligations associated with this Lease Agreement;
• terminate the applicable Lease Schedule(s) and/or terminate this Lease Agreement; and/or
• pursue any other remedy Lessor may otherwise have, at law, equity or under any statute, and recover damages and expenses (including attorneys’ fees) incurred by Lessor by reason of the Event of Default.

Lessor’s pursuit and enforcement of any one or more remedies shall not be deemed an election or waiver by Lessor of any other remedy. Lessor shall not be obligated to sell or re-lease the Equipment. Any sale or re-lease may be held at such place or places as are selected by Lessor, with or without having the Equipment present. Any such sale or re-lease, may be at wholesale or retail, in bulk or in parcels. Time and exactitude of each of the terms and conditions of this Lease Agreement are hereby declared to be of the essence.

• LESSEE AGREES THAT REGARDLESS OF THE CLAIM OR OTHER FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT BY LESSEE AGAINST THE LESSOR GROUP THAT NEITHER LESSOR OR ANY MEMBER OF THE LESSOR GROUP SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOST TIME, FISHING COSTS, REVENUE, PROMOTIONAL EXPENSES, INJURY TO REPUTATION, OR LOSS OF CUSTOMERS ARISING OUT OF OR RELATED TO THE PRODUCTS OR THIS LEASE AGREEMENT, AND LESSEE HEREBY WAIVES ANY CLAIM FOR ANY SUCH EXCLUDED FORM OF DAMAGES.
• Lessee’s aggregate recovery from all members of the Lessor Group for any claim in any way arising from or related to the Equipment or to this Lease Agreement shall not exceedlower of (i) the rent paid by Lessee for the Equipment at issue, or (ii) the amounts paid by Lessee under this Lease Agreement during the preceding twelve (12) month period; irrespective of the nature of the claim, whether in contract, tort, warranty, strict liability, product liability or otherwise and whether arising in whole or in part from the negligence of the Lessor Group; provided, however, that the limitation on Lessee’s aggregate recovery under this Section 15.B shall never be less than $1,000.
• IF AND TO THE EXTENT ANY PAYMENT REQUIRED TO BE MADE PURSUANT TO THIS AGREEMENT OR DAMAGE LIMITATION SET FORTH HEREIN IS DEEMED TO CONSTITUTE LIQUIDATED DAMAGES, THE PARTIES ACKNOWLEDGE AND AGREE THAT SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT SUCH PAYMENT IS INTENDED TO BE A REASONABLE ESTIMATION OF THE AMOUNT OF SUCH DAMAGES AND NOT A PENALTY.
• LESSEE ACKNOWLEDGES AND AGREES THAT THE LIABILITY LIMITATIONS SET FORTH IN THIS SECTION 15 ARE ESSENTIAL ELEMENTS OF THE LEASE AGREEMENT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS LEASE AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

LESSEE SHALL BE LIABLE FOR, AND SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS LESSOR, ITS AFFILIATES OR ITS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS OR REPRESENTATIVES (“LESSOR GROUP”) FROM AND AGAINST ANY AND ALL CLAIMS WHICH ARISE OUT OF THE PERFORMANCE OF THE LEASE AGREEMENT TO THE FOLLOWING: (I) LOSS OF OR DAMAGE TO ANY WELL OR HOLE OR ANY LESSEE OR THIRD PARTY OIL AND GAS PRODUCTION FACILITIES; (II) RESERVOIR SEEPAGE OR POLLUTION ORIGINATING UNDERGROUND OR FROM THE PROPERTY OF LESSEE OR ANY THIRD PARTY HOWSOEVER, (III) BLOW-OUT, FIRE, EXPLOSION, CRATERING OR ANY WELL OR RESERVOIR OR ANY OTHER UNCONTROLLED WELL CONDITION (INCLUDING THE COSTS TO CONTROL A WILD WELL AND THE REMOVAL OF DEBRIS); (IV) DAMAGE TO OR ESCAPE OF PRODUCT, OR SUBSTANCE FROM ANY FACILITY, INCLUDING ANY PIPELINE OR OTHER SUBSURFACE FACILITY; AND/OR (V) BODILY INJURY, PROPERTY DAMAGE AND ANY RELATED DAMAGES TO LESSEE OR THIRD PARTIES. IT IS THE EXPRESS INTENTION OF BOTH LESSEE AND LESSOR THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS AN INDEMNITY BY LESSEE TO INDEMNIFY AND PROTECT LESSOR GROUP FROM THE CONSEQUENCES OF LESSOR GROUP’S OWN NEGLIGENCE, FAULT OR STRICT LIABILITY, WHETHER THAT NEGLIGENCE, FAULT OR STRICT LIABILITY IS THE SOLE, JOINT OR CONCURRING CAUSE OF A CLAIM, LOSS OR EXPENSE (BUT EXPRESSLY EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LESSOR GROUP)

Except as otherwise provided in this Lease Agreement, Lessee agrees that any and all information associated with the Equipment (including but not limited to Lessor’s technical data), Lessor or its affiliates that is not otherwise publicly available (“Confidential Information”) that is disclosed to or received by Lessee (i) shall be treated as Lessor’s confidential, proprietary, and trade secret information (with Lessor reserving all rights to its Confidential Information); (ii) shall be held by Lessee in strict confidence, (iii) shall be used by Lessee only for purposes of this Lease Agreement, and (iv) that no Confidential Information, including without limitation the provisions of this Lease Agreement, shall be disclosed by Lessee without the prior written consent of Lessor. Lessee shall safeguard Confidential Information with at least the same degree of care (which shall always be at least a reasonable amount of care) that it uses to safeguard its own confidential, proprietary, and trade secret information.

In the event of any default, claim, proceeding, including a bankruptcy proceeding, arbitration, mediation, counter-claim, action (whether legal or equitable), appeal or otherwise, whether initiated by Lessor or Lessee (or a debtor-in-possession or bankruptcy trustee), which arises out under, or is related in any way to this Lease Agreement or any other document, agreement or instrument executed pursuant hereto or in connection herewith, or any governmental examination or investigation of Lessee, which requires Lessor’s participation (individually and collectively, the “Claim”), Lessee, in addition to all other sums which Lessee may be called upon to pay under the provisions of this Lease Agreement, shall pay to Lessor, on demand, all costs, expenses and fees paid or payable in connection with the Claim, including, but not limited to, attorneys’ fees and out-of-pocket costs, including travel and related expenses incurred by Lessor or its attorneys.

Should Lessee fail to make any payment or to do any act as provided by this Lease Agreement, then Lessor shall have the right (but not the obligation), without notice to Lessee of its intention to do so and without releasing Lessee from any obligation hereunder to make or to do the same, to make advances to preserve the Equipment or Lessor’s title thereto, and to pay, purchase, contest or compromise any insurance premium, encumbrance, charge, tax, lien or other sum which in the judgment of Lessor appears to affect the Equipment, and in exercising any such rights, Lessor may incur any liability and expend whatever amounts in its absolute discretion it may deem necessary therefor. All sums so incurred or expended by Lessor shall be due and payable by Lessee within thirty (30) days of notice thereof.

Lessor hereby covenants with Lessee that Lessee shall quietly possess the Equipment subject to and in accordance with the provisions hereof so long as Lessee is not in default hereunder; provided, however, that Lessor or its designated agent may, at any and all reasonable times during business hours, enter Lessee’s premises for the purposes of inspecting the Equipment and the manner in which it is being used.

This Lease Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Lessee, however, shall not assign this Lease Agreement or sublet any of the Equipment to any third party without first obtaining the prior written consent of Lessor. Any such attempted assignment shall be void.

All covenants, agreements, representations, and warranties contained in this Lease Agreement, any Lease Schedule, or in any document attached thereto, shall be for the benefit of Lessor and Lessee and their successors, any assignee or secured party. Further, all covenants, agreements, representations, and warranties contained in this Lease Agreement, any Lease Schedule, or in any document attached thereto, which by their nature are intended to survive the termination of this Lease Agreement, shall survive the execution and delivery of this Lease Agreement and the expiration or other termination of this Lease Agreement.

The Parties covenant and warrant that the persons executing this Lease Agreement and/or the Lease Schedule(s) on their behalf have been duly authorized to do so, and this Lease Agreement constitutes a valid and binding obligation of the Parties.

The validity, performance, and construction of this contract shall be governed by the laws of the State of Wyoming (excluding its conflict of laws rules which would refer to and apply the substantive laws of another jurisdiction). Any suit or proceeding hereunder shall be brought exclusively in state or federal courts located in Natrona County, Wyoming. Each party consents to the personal jurisdiction of the state and federal courts of said county and waives any objection that such courts are an inconvenient forum.

There are no unwritten or oral agreements between the Parties. This Lease Agreement constitutes the entire understanding and agreement between Lessor and Lessee with respect to the lease of the Equipment superseding all prior agreements, understandings, negotiations, discussions, proposals, representations, promises, commitments and offers between the parties, whether oral or written. No provision of this Lease Agreement shall be deemed waived, amended, discharged or modified orally or by custom, usage or course of conduct unless such waiver, amendment or modification is in writing and signed by an officer of each of the Parties. If any one or more of the provisions of this Lease Agreement is for any reason held invalid, illegal or unenforceable, the remaining provisions of this Lease Agreement will be unimpaired, and the invalid, illegal or unenforceable provisions shall be replaced by a mutually acceptable valid, legal and enforceable provision that is closest to the original intention of the parties.

Any notice provided for herein shall be in writing and sent by certified or registered mail to the Parties at the addresses stated on the signature page(s) of this Lease Agreement.

This Lease Agreement is made subject to the terms and conditions included herein and Lessee’s acceptance is effective only to the extent that such terms and conditions are consistent with the terms and conditions herein. Any acceptance which contains terms and conditions which are in addition to or inconsistent with the terms and conditions herein will be a counter-offer and will not be binding unless agreed to in writing by Lessor. The terms used in this Lease Agreement, unless otherwise defined, shall have the meanings ascribed to them in the Lease Schedule(s).

Notwithstanding anything to the contrary contained herein, the Parties agree that this is a true lease, not a financing lease or other similar financing transaction and as such, no purchase option or right has been granted by Lessor to Lessee and Lessee in agreeing to return the Equipment to Lessor upon termination or expiration of this Lease Agreement.

LESSEE ACKNOWLEDGES THAT, PURSUANT TO SECTION 14 HEREOF, LESSOR HAS BEEN GIVEN THE RIGHT TO REPOSSESS THE EQUIPMENT SHOULD LESSEE BECOME IN DEFAULT OF ITS OBLIGATIONS HEREUNDER. LESSEE HEREBY WAIVES THE RIGHT, IF ANY, TO REQUIRE LESSOR TO GIVE LESSEE NOTICE AND A JUDICIAL HEARING PRIOR TO EXERCISING SUCH RIGHT OF REPOSSESSION.

Section headings herein are used for convenience only and shall not otherwise affect the provisions of this Lease Agreement.

These terms and conditions apply to all sales of goods (the “Products”) by Hunting Titan, Inc. (“Seller”). All orders submitted by Buyer (each an “Order”) shall be deemed to be an offer by Buyer to purchase the Products subject to these terms and conditions. Acceptance of Buyer’s Order is expressly limited to these terms and conditions, and the quotation, if any, and order acceptance issued by Seller (the “Contract”). Notwithstanding any oral or written statement made by Buyer, Seller’s acceptance of Buyer’s Order does not in any way constitute acceptance of Buyer’s terms and conditions, and Buyer’s terms and conditions are rejected and do not form a part of the Contract unless an authorized official of Seller expressly agrees in writing to accept such terms and conditions or any part thereof. No Order shall be binding on Seller until accepted in writing by an authorized official of Seller. Seller is under no obligation to accept any Order. Any quotation is valid for thirty (30) days, unless otherwise indicated on the quotation. All quotations are subject to change at any time. No contract shall come into existence until Seller issues an order acceptance or delivers the Products to Buyer.

All prices are subject to change without notice. Prices do not include packing and preparation for shipment, freight, loading, unloading, carriage, insurance, forwarding fees, duties of any kind or similar fees or charges applicable to the Products. Buyer agrees to pay such charges upon receipt of Seller’s invoice.

Prices do not include sales, use, excise, value-added, or other similar taxes, duties, charges, or fees (or any related fines, penalties, or interest) (collectively, “Taxes”), now or thereafter enacted, applicable to the Products sold, the Contract, or this transaction; any such Taxes will be added by Seller to the sales price where Seller is required by law to collect the same, and will be paid by Buyer unless Buyer provides Seller with a proper tax-exemption certificate.

The agreed upon delivery dates are based on the Seller's projected lead time, current inventory, commitments and its suppliers advice. All shipment and delivery dates are estimates only. All shipments shall be FCA Seller's designated facility (Incoterms 2010) unless otherwise specified in writing on the Order. The method and route of shipment shall be at Seller's discretion, unless Buyer supplies explicit reasonable instructions in writing at least ten (10) days prior to shipment. Buyer assumes title and risk of loss of the Products upon the Products being presented for delivery, regardless of whether Seller has arranged for the transportation of the Products. Seller is not responsible for any installation of Products sold hereunder or delays caused by Buyer specified suppliers. Seller shall not be liable to Buyer for any damages, losses or expenses if Seller fails to meet the estimated delivery date. Seller may deliver the Products in installments. Claims for shortages must be made in writing within ten (10) days of Buyer’s receipt of shipment, or Buyer is deemed to have waived such claims.

Unless otherwise provided for by Lessor in a Lease Schedule, all transportation charges upon the Equipment for delivery to Lessee’s designated location are to be paid by Lessee.

All payments shall be made within thirty (30) days of the date of Seller’s invoice. Seller may suspend credit to Buyer and may withhold shipment of Products ordered or suspend or cancel performance if, in Seller’s sole discretion, Buyer’s financial condition warrants any such action. If the Products are delivered in installments, Buyer shall pay for each installment in accordance with the terms of payment hereof. Payment shall be made for the Products without regard to whether Buyer has made or may make any inspection of the Products. If shipments are delayed by Buyer, payments are due from the date when Seller is prepared to make delivery. Products held for Buyer, shall be held at Buyer’s sole risk and expense. Products held for more than thirty (30) days may incur reasonable storage charges. All amounts due shall be paid in US Dollars directly to Seller as directed by Seller on its invoice or otherwise as specified in a written notice. Delinquent invoices are subject to a monthly service charge of the lower of eighteen percent (18%) per annum or the maximum rate allowed by law, which shall be added to the invoice amount. Notwithstanding anything herein to the contrary, if Buyer fails to fulfill the terms of payment, Seller may defer further shipments, or may, at its option, cancel the unshipped balance. Seller reserves the right, prior to making any shipment, to require from Buyer satisfactory security for performance of Buyer’s obligations. Buyer retains a security interest in Products until it receives payment in full.

Buyer may request changes, including rescheduling or canceling, of all or a portion of an Order. Seller reserves the right to reject any change or cancellation to an Order or to accept such change or cancellation and assess a ten percent (10%) restocking fee.

A. General

• A - No credit shall be given for any item returned unless returned with Seller’s written Return Materials Authorization (“RMA”).
• B - Seller shall not be responsible for holding or accounting for any items returned without the required RMA.
• C - Risk of loss or damage in respect of any item returned with Seller’s authorization will remain with Buyer until redelivered to Seller.
• D - A charge of not less than fifteen percent (15%) or such larger amount as Seller may consider reasonable in the circumstances, with a minimum of $10.00 per item, will be charged by Seller on all items returned to pay for cost of inspection, repacking, handling, credit arrangements, etc. Buyer is responsible for all costs of returning the items to Seller’s designated facility.
• E - No credit will be given on any non-standard item manufactured at the request of Buyer or to the individual specifications of Buyer. All gun hardware and other items used with explosives must be inspected by Buyer prior to shipping to assure that no explosive is present before packing and return shipment to Seller’s designated facility.
• F - Seller will notify Buyer and, as appropriate, applicable regulatory agencies (such as US DOT and/or ATF) of any shipment not in full compliance with all applicable regulations and laws. A copy of the original packing list and the RMA must accompany all returns.
• G - To request a RMA, Buyer must (a) identify the item (part number, description, date(s) of manufacture as indicated on the package label, quantity, weight) and (b) certify that the items are in their unopened, "like new" package, and to the best of the Buyer's knowledge the items in the package are undamaged. Once the RMA is obtained, the Buyer must notify the Seller’s Manager of the shipping details and expected delivery date. Credit will only be issued if these procedures are followed.

B. Explosives Items

• A - The sale of all explosives items is final.
(a) Only the Manager of the Seller’s applicable selling location may approve an RMA for the return of explosives items and only after the Manager has received approval to accept the return from the US Director of Sales and Distribution or equivalent person in the country of sale.
(b) Only unopened packages of “normally stocked” items may be returned for credit within 30 days of the date of the sale. Other items such as "special orders" are not eligible for return.
(c) The packages and explosive items must be in sellable condition.
(d) All other returns are subject to Seller’s prior written approval.
• B - Packaging of explosives items is subject to government regulation.
(a) Return packaging must comply with applicable regulations.
(b) Unless specifically approved by the applicable governmental agencies, different explosives items cannot be mixed in a package.
(c) Return packaging material must be identical to the original packaging (i.e., from same package manufacturer, in accordance with the governmental approval).
(d) All package labeling and marking must be in original condition and securely attached to the packages. Labels and markings must include the correct part number, description, date(s) of manufacture as indicated on the original package label, quantity, weight, and required hazardous material markings and labels.
(e) As shipper of the return items, the Buyer must execute all appropriate and required regulatory and freight shipping papers.
(f) Only returns meeting the above stated requirements will be accepted by Seller.

Seller shall be excused from performance and shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond its reasonable control, including, but not limited to, war (whether an actual declaration thereof is made or not), sabotage, terrorism, insurrection, riot or other act of civil disobedience, act of public enemy, failure or delay in transportation, act of government or any agency or subdivision thereof affecting the terms of this Contract, prohibiting or penalizing Seller’s performance, or otherwise, judicial action, labor dispute, accident, fire, explosion, flood, storm or other natural disaster or force of nature, shortage of labor, fuel, raw material or machinery or technical or yield failure. In the event of any such delay, the date of delivery or performance shall be deferred for a period equal to the time of any such delay. If any such contingencies occur, Seller may equitably allocate production and deliveries among Seller’s customers.

Seller may modify the specifications of Products and substitute Products manufactured to such modified specifications for those specified herein provided such Products conform to this Contract.

• A - Seller, except as otherwise hereinafter provided, warrants Products manufactured by Seller when properly stored, commissioned, installed, maintained and used in conformity with the applicable technical guidelines for the Product will conform to Seller’s specifications for a period of six (6) months from date of shipment (“Warranty Period”). The Warranty Period for subsurface electronic equipment is ninety (90) days from receipt by Buyer. Scintillation detectors are only warranted to be in working condition upon delivery to Buyer.
• B - If any items sold to Buyer by Seller contain any parts or materials obtained by Seller from any other party, these parts or materials are sold to Buyer “AS IS.” If the manufacturer of such parts or materials provides a warranty, Seller will assign all warranties and/or guarantees associated with such third party parts and materials to Buyer. If such warranties or guarantees are not assignable, Seller will provide Buyer reasonable assistance in the enforcement of such warranties or guarantees at Buyer’s cost and expense.
• C - The warranty in Section 10.A does not apply to: (i) defects caused by or contributed to by Buyer, or abrasive materials, corrosion due to aggressive fluids, (ii) Products or parts which are normally consumed in operation or have a normal life shorter than the Warranty Period, (iii) alterations or repairs carried out without the prior written approval of Seller, (iv) use of the Product for a purpose other than that for which it was intended, (v) defects arising from or in connection with information, drawings, charts, specifications or instructions by Buyer, (vi) experimental or developmental Products, or (vii) any Product that has had its serial number or temperature indicator altered, defaced or removed. The above warranty does not apply to subsurface electronic equipment when used in a down-hole drilling environment such as MWD or LWD operations.
• D - If, during the Warranty Period, Buyer in good faith believes that Products are nonconforming, Buyer shall give written notice to Seller specifying in detail the nonconformity within fifteen (15) days of discovery of such nonconformity. The notice must include the item’s description, part number, serial number (if any), date of shipment or delivery and a full description of the circumstances giving rise to the claim. If notice of nonconformity is timely given, then upon receipt of a written RMA by Seller, the Products may be returned at Buyer’s cost and expense as discussed in Section 7.
• E - To be eligible for a credit or replacement of such Products, Buyer must return the Products to Seller, transportation charges prepaid by Buyer, within fifteen (15) days of receipt of Seller's RMA. If Seller determines that the Products are nonconforming, Seller, at its option, shall (i) repair the Products or otherwise replace the Products, or (ii) credit the purchase price paid by Buyer for such Products, less reasonable depreciation. Such repair, replacement or credit shall be Seller’s sole obligation and Buyer’s sole and exclusive remedy for breach of warranty hereunder for all warranted Products. If the nonconforming nature of the Product was caused by Buyer or its agents, employees or subcontractors, then Buyer shall be liable for the cost of repair or replacement and all associated costs therewith including, without limitation, return transportation charges, testing, and inspection costs. In no event shall the repair or replacement of the Products therein extend the Warranty Period for such Products. Acceptance of returned Products or authorization of return of Products shall not be deemed as Seller's concession or acknowledgment of nonconformity with respect to any Products.
• F - EXCEPT AS PROVIDED ABOVE, SELLER MAKES NO WARRANTIES, TERMS OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, ABOUT THE PRODUCTS OR THE SUITABILITY, LEGALITY OR ACCURACY OF INFORMATION OR PRODUCTS PROVIDED BY SELLER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. THE WARRANTY EXPRESSLY MADE ABOVE IS THE ONLY WARRANTY MADE BY SELLER AND CAN BE AMENDED ONLY BY A WRITTEN INSTRUMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SELLER.

• A - If Seller determines or believes that any Products manufactured and supplied by Seller to Buyer may be subject to any claim that it infringes any US patent, copyright, or trade secret, Seller may, at its option and at its expense, and as Buyer’s sole and exclusive remedy (i) procure for Buyer the right to use such Products free of any liability for infringement, or (ii) replace such Products with a non-infringing substitute otherwise complying substantially with the specifications, or (iii) refund the purchase price paid by Buyer for such Products, less reasonable depreciation.
• B - If the infringement by Buyer is alleged prior to completion of delivery of the Products under this Contract, Seller may decline to make further shipments without being in breach of this Contract.
• C - THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF THE PARTIES HERETO FOR PATENT, COPYRIGHT, OR TRADE SECRET INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO.

• A - BUYER AGREES THAT REGARDLESS OF THE CLAIM OR OTHER FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT BY BUYER AGAINST SELLER, ITS AFFILIATES OR ITS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS OR REPRESENTATIVES (“SELLER GROUP”) THAT NEITHER SELLER OR ANY MEMBER OF THE SELLER GROUP SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, PROMOTIONAL EXPENSES, INJURY TO REPUTATION, OR LOSS OF CUSTOMERS ARISING OUT OF OR RELATED TO THE PRODUCTS OR THIS CONTRACT, AND BUYER HEREBY WAIVES ANY CLAIM FOR ANY SUCH EXCLUDED FORM OF DAMAGES.
• B - Buyer’s cumulative and maximum recovery from all members of the Seller Group for any and all actions, claims, costs (including without limitation, costs of investigation, litigation, and court costs), damages, demands, fines, interest, judgments, liabilities, losses, penalties, proceedings, suits (including appeal), and expenses (including, without limitation, reasonable attorneys’ fees) of whatsoever kind or character (collectively, “Claims”) in any way arising from or related to the Products or to this Contract by the Buyer, its customers and co-venturers (if any), its contractors and subcontractors of any tier, its and their respective affiliates and its and their respective shareholders, directors, officers, employees (including agency personnel) and representatives (“Buyer Group”) shall not exceed the lower of (i) the purchase price paid by Buyer for the Products at issue, less reasonable depreciation, or (ii) the amounts paid by Buyer under this Contract during the preceding twelve (12) month period; IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE AND WHETHER ARISING IN WHOLE OR IN PART FROM THE NEGLIGENCE, GROSS NEGLIGENCE, OR OTHER FAULT OF THE SELLER GROUP.
• C - To the extent permitted by applicable law, Buyer agrees to defend, indemnify and hold harmless all members of the Seller Group for any Claims incurred by the Seller Group in excess of the limitation of liability set forth in Section 12.B.
• D - BUYER ACKNOWLEDGES AND AGREES THAT THE LIABILITY LIMITATIONS SET FORTH IN THIS SECTION 12 ARE ESSENTIAL ELEMENTS OF THE CONTRACT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS CONTRACT WOULD BE SUBSTANTIALLY DIFFERENT.

• A - Each party (as “Indemnitor”) shall defend; shall release, discharge, and relinquish; and shall indemnify, protect and hold harmless the other party, its affiliates, and its and their customers, contractors and subcontractors (of any tier), and the shareholders, officers, directors, employees (including agency personnel), and representatives of the foregoing (“Indemnitee Group”) from and against any and all Claims that are brought by or on behalf of any person or entity, alleging bodily injury, personal injury, illness, or death of any Indemnitor or its affiliates, and its and their customers, contractors and subcontractors (of any tier), and the shareholders, officers, directors, employees (including agency personnel), and representatives of the foregoing (“Indemnitor Group”) or that result from physical damage to, loss of, or loss of use of any tangible property of the Indemnitor Group REGARDLESS OF THE NEGLIGENCE, GROSS NEGLIGENCE, FAULT OR STRICT LIABILITY OF ANY PERSON OR ENTITY, WHETHER THAT NEGLIGENCE, FAULT OR STRICT LIABILITY IS THE SOLE, JOINT OR CONCURRING CAUSE OF A CLAIM, LOSS OR EXPENSE . Separate and independent from any other insurance procurement requirements in this Agreement, each party agrees to carry insurance in support of its respective indemnity obligations under this Section in mutually-agreed amounts. Each party agrees that the mutual amount of such supporting insurance shall be the lesser of the maximum amount carried by either party at the time of the incident giving rise to the Claim. If a party does not carry or fails to maintain insurance as mutually agreed, such party will be deemed to be self-insured in an amount equal to the amount of insurance carried by the other party in compliance with this Section.
• B - IN ADDITION, BUYER SHALL BE LIABLE FOR, AND SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER GROUP FROM AND AGAINST ANY AND ALL CLAIMS WHICH ARISE OUT OF, RELATE TO, OR ARE IN CONNECTION WITH BUYER’S OR ITS CUSTOMERS’ USE OF THE PRODUCTS OR THIS AGREEMENT FOR THE FOLLOWING: (I) LOSS OF OR DAMAGE TO ANY WELL OR HOLE OR ANY THIRD PARTY OIL AND GAS PRODUCTION FACILITIES; (II) RESERVOIR SEEPAGE OR POLLUTION ORIGINATING UNDERGROUND OR FROM THE PROPERTY OF BUYER OR ANY THIRD PARTY HOWSOEVER, (III) BLOW-OUT, FIRE, EXPLOSION, CRATERING OF ANY WELL OR RESERVOIR OR ANY OTHER UNCONTROLLED WELL CONDITION (INCLUDING THE COSTS TO CONTROL A WILD WELL AND THE REMOVAL OF DEBRIS); (IV) DAMAGE TO OR ESCAPE OF PRODUCT, OR SUBSTANCE FROM ANY FACILITY, INCLUDING ANY PIPELINE OR OTHER SUBSURFACE FACILITY; AND/OR (V) BODILY INJURY, PERSONAL INJURY, ILLNESS, OR DEATH, PROPERTY DAMAGE AND ANY RELATED DAMAGES TO THIRD PARTIES. IT IS THE EXPRESS INTENTION OF BOTH BUYER AND SELLER THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS AN INDEMNITY BY BUYER TO INDEMNIFY AND PROTECT SELLER GROUP FROM THE CONSEQUENCES OF SELLER GROUP’S OWN NEGLIGENCE, GROSS NEGLIGENCE, OTHER FAULT OR STRICT LIABILITY, WHETHER THAT NEGLIGENCE, FAULT OR STRICT LIABILITY IS THE SOLE, JOINT OR CONCURRING CAUSE OF A CLAIM, LOSS OR EXPENSE.

Except as otherwise provided in this Contract, Buyer agrees that any and all information associated with the Products (including but not limited to Seller’s technical data) or Seller Group that is not otherwise publicly available (“Confidential Information”) that is disclosed to or received by Buyer (i) shall be treated as Seller’s confidential, proprietary, and/or trade secret information (with Seller reserving all rights to its Confidential Information); (ii) shall be held by Buyer in strict confidence, (iii) shall be used by Buyer only for purposes of this Contract, and (iv) that no Confidential Information, including without limitation the provisions of this Contract, shall be disclosed by Buyer without the prior written consent of Seller. Buyer shall safeguard Confidential Information with at least the same degree of care (which shall always be at least a reasonable amount of care) that it uses to safeguard its own confidential, proprietary, and trade secret information.

• A - Notice. Notice shall be deemed effective and delivered three days after mailing if sent certified mail, return receipt requested, or when received if sent by telecopy, prepaid courier, express mail or personal delivery to the intended recipient thereof at the address shown on the first page hereof, or to such other address as either party may specify in a written notice to the other party pursuant hereto.
• B - Independent Contractor. Seller, in providing the Products hereunder, is acting as an independent contractor and does not undertake by any Order or otherwise to perform any obligation of Buyer, or to assume any liability for Buyer’s business or operations.
• C - Governing Law/Venue. The validity, performance, and construction of this contract shall be governed by the laws of the State of Texas (excluding its conflict of laws rules which would refer to and apply the substantive laws of another jurisdiction). Any suit or proceeding hereunder shall be brought exclusively in state or federal courts located in Harris County, Texas. Each party consents to the personal jurisdiction of the state and federal courts of said county and waives any objection that such courts are an inconvenient forum. This Contract shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods shall apply to this Contract.
• D - Limitations Period. Any claims or causes of action arising from or relating to the Products or this Contract must be instituted within one (1) year from the date upon which such claim or cause of action arose or was accrued.
• E - Severability. If any provision of this Contract is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Contract, and this Contract shall be construed as if such invalid or unenforceable provision were omitted.
• F - Assignment. Buyer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Seller. Any assignment made in contravention of this Section 15.F shall be null and void for all purposes.
• G - Compliance with Laws. Each party hereto agrees to comply with all federal, state, and local laws, rules, and regulations in effect in the United States of America and any other country or territory in respect of their activities contemplated by this Agreement, including without limitation the United States Foreign Corrupt Practices Act.
• H. Exports and Re-exports. Buyer shall be responsible for obtaining any licenses or governmental permits for export, reexport, and import of the Products to the country of final destination or any other country where the Products may be landed or utilized. Buyer warrants it will not allow Products to be transferred at any time on either a temporary or permanent basis in any manner that would violate United States Export laws or regulations (“Export Laws”), including, but not limited to, the Export Administration Act of 1979, and the Arms Export Control Act of 1976, the Office of Foreign Assets Control (“OFAC”) Regulations, the Export Administration Regulations (“EAR”), and the International Traffic in Arms Regulations (“ITAR”) as such may be amended from time-to-time. Buyer shall further defend, indemnify and hold harmless Seller Group from and against any and all claims brought by or on behalf of any person or entity (including without limitation any governmental authority) arising out of or in connection with violations of this Article or the Export Laws by Buyer or its agents.
• I. Amendment/Entire Agreement. This Contract may be amended only in a writing executed by the authorized representatives of both parties. This Contract constitutes the entire agreement between the parties relating to the sale of Products and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter here for, and no representations or statements of any kind made by any representative of Seller, which are not stated herein shall be binding upon Seller unless made in writing and signed by a duly authorized representative of Seller. No course of dealing or usage of trade or course of performance shall be relevant to explain or supplement any term expressed in this Contract.

• 1.1 - In these Conditions
• “Affiliate” has the meaning ascribed thereto in the Business Corporations Act (Alberta);
• “Claims” means any claim, demand, cause of action, judgement, loss, costs, expense, proceeding, penalty or liability (including, without limitation, reasonable legal fees and sums paid by way of settlement or compromise);
• “Client” means the ultimate client of the Customer (if any);
• “Client Group” means the Client, its Co-Venturers (if any), its other contractors of any tier, its and their respective Affiliates and its and their respective directors, officers and employees (including agency personnel), but shall not include any member of the Company Group or the Customer Group;
• “Company” means Hunting Energy Services (Canada) Ltd., a corporation amalgamated under the laws of the Province of Alberta;
• “Company Group” means the Company, its sub-contractors of any tier, its and their respective Affiliates and its and their respective directors, officers and employees (including agency personnel), but shall not include any member of the Customer Group or the Client Group;
• “Conditions” means the standard terms and conditions of sale and hire set out in this document;
• “Consequential Loss” means:
• (i) consequential or indirect loss under laws of the Province of Alberta and the federal laws of Canada applicable therein; and
• (ii) loss and/or deferral of production, loss of product, loss of use, loss of revenue, profit or anticipated profit (if any), in each case whether direct or indirect to the extent that these are not included in (i) and whether or not foreseeable at the start of the Contract;
• “Contract” means the contract, comprising the Order and these Conditions, between the Company and the Customer for the purchase and sale of the Goods and/or Services and/or hire of the Equipment;
• “Contract Price” means the price calculated in accordance with Clause 3 of the Conditions;
• “Co-Venturer” means any other entity with whom the Customer or the Client, as the case may be, is or may be from time to time a party to a joint operating agreement or unitisation agreement or similar agreement relating to the operations for which the Work is being performed and the successors in interest of such Co-Venturer or the assignees of any interest of such Co-Venturer;
• “Customer” means the person, company or legal entity whose Order for the Goods and/or Services and/or hire of the Equipment is accepted by the Company;
• “Customer Group” means the Customer, its Co-Venturers (if any), its other contractors of any tier, its and their respective Affiliates, and its and their respective directors, officers and employees (including agency personnel) and the Client Group (if any), but shall not include any member of the Company Group;
• “Equipment” means the equipment specified on the Order and which is hired by the Company to the Customer in accordance with these Conditions;
• “Force Majeure” shall have the meaning given to it in Clause 12;
• “Goods” means the goods specified on the Order;
• “Hire Period” shall have the meaning given to it in Clause 4.2;
• “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made;
• “Order” means the order issued by the Customer to the Company;
• “Party” or “Parties” shall mean the Customer and/or the Company as the context may require;
• “Services” means the services specified on the Order;
• “Variation” means a change to the Contract or individual Order agreed by the Parties;
• “Work” means all work the Company is required to carry out in accordance with the provisions of the Contract and the Order, including where applicable, the provision of the Goods and/or the provision of the Services and/or the provision of the Equipment for hire; and
• “Writing” includes facsimile transmission and comparable means of communication but excludes e-mail unless expressly specified otherwise herein.
• 1.2 - A reference in these Conditions to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
• 1.3 - The headings in these Conditions are for convenience only and shall not affect their interpretation.

• 2.1 Any quotation made by the Company shall remain valid for the period specified in the quotation or, if none, for thirty (30) business days. On the expiry of such period, the quotation may, unless otherwise agreed by the Company, be withdrawn. The Customer’s Order shall constitute an offer to the Company to purchase the Goods or the provision of the Services or hire the Equipment specified in the Order.
• 2.2 The Company shall be entitled to a reasonable amount of time to review any proposed Order and advise whether it accepts it. Orders and subsequent Variations thereof shall not be binding on the Company unless and until the Company either:
• 2.2.1 accepts the Order or Variation to the Order in Writing; or
• 2.2.2 begins performance of the Order or Variation to the Order,
• and the effective date of the Order or Variation shall be the date of such acceptance or the date that performance of the Work begins, unless otherwise agreed by the Parties.
• 2.3 Once the Order or the Variation to the Order has been accepted, the Company will carry out the Work in accordance with the Contract.
• 2.4 Every quotation made by the Company, and the acceptance of any Order by Company, shall be subject to the Conditions. No representative or agent of Company has any authority to add to, amend or vary the Conditions or the Contract, except by a Variation to the Contract signed by an authorised representative of both Parties. No conditions or stipulations in or attached to the Customer’s form of order or other document, which are inconsistent with the Conditions or which purport to add to or modify them in any way, shall have any effect unless expressly and specifically accepted in Writing by the Company. The fact that the Company may have observed any such conditions or stipulations put forward by the Customer shall in no way imply that the same have been accepted by the Company as binding on it.
• 2.5 Any waiver on the part of the Company of any of the Conditions shall not be deemed to be a continuing waiver or to prejudice the rights of the Company hereunder.
• 2.6 The Company’s employees or agents are not authorised to make any representations concerning the Work unless confirmed by an authorised representative of the Company in Writing or by e-mail. In entering into the Contract the Company acknowledges that it does not rely on any such representations which are not so confirmed, and that all liability for innocent or negligent misrepresentation is hereby excluded.
• 2.7 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents in relation to the Work, including as to the storage, application or use of the Goods and/or the Equipment which is not confirmed in Writing or by e-mail by the Company is followed or acted upon entirely at the Customer’s own risk, and the Company shall not be liable for any such advice or recommendation which is not so confirmed.
• 2.8 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Customer, and for giving the Company any necessary information relating to the Work within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
• 2.9 The Company reserves the right to make any changes in the specifications specified in the Order to conform with any applicable statutory or EC requirements or which, in the opinion of the Company, do not materially affect the quality or performance of the Goods and/or the Equipment.
• 2.10 No Order which has been accepted by the Company may be cancelled by the Customer unless:
• 2.10.1 the Company agrees to such cancellation in Writing or by e-mail; and
• 2.10.2 in the case of an Order for Goods, the Customer indemnifies the Company in full against any direct losses (including the cost of all labour and materials used) incurred by the Company Group as a result of, or in connection with such cancellation;
• 2.10.3 in the case of an Order for the hire of Equipment, the Customer pays the hire charge for the originally requested Hire Period (including the cost of all labour and materials used), or if shorter, for the period until the Company hires the Equipment to a third party.
• 2.11 Any typographical or clerical error or omission in any sales literature, quotation, price list, acceptance, invoice or other document or information issued by the Company shall be subject to correction by notice in Writing or by e-mail to the Customer without any liability on the part of the Company.
• 2.12 The Contract shall not be added to, amended or varied except by way of a Variation. Either Party has the right to propose a Variation and the Parties shall consider the impact of such Variation on the Contract and/or Order, including the Contract Price and estimated delivery date, and once agreed, the Parties shall authorise and sign a Variation. The Company is under no obligation to proceed with changes to the Work or Contract until such time as the changes have been authorised and agreed by way of a signed Variation.

• 3.1 The price of the Work shall be the price on the Order (“Contract Price”).
• 3.2 Where Equipment is supplied by way of hire, rental shall be due for the entire Hire Period and for all Equipment supplied, including back up tools.
• 3.3 Prices are based on costs current at the date of the quotation and the Company reserves the right to increase or decrease the Contract Price due to:
• 3.3.1 any change in laws or the interpretation of laws; or
• 3.3.2 any change in delivery dates, quantities or specifications for the Goods, Services or Equipment which is requested by the Customer or failure of the Customer to give the Company adequate or timely information or instructions;
• which in either case occurs between the date of acceptance of the Order and the delivery of the Goods or the Equipment or the provision of the Services.
• 3.4 The Contract Price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.
• 3.5 The cost of pallets and containers is excluded from the Contract Price and will be charged to the Customer in addition to the price of Goods and/or the charge for the hire of the Equipment.

• 4.1 Unless otherwise agreed by the Company in Writing or by e-mail:
• 4.1.1 delivery of the Goods and Equipment will be EXW the Company’s premises in accordance with Incoterms or as otherwise specified in the Order;
• 4.1.2 the Customer shall return the Equipment at the end of the Hire Period to the Company’s premises at the Customer’s cost and expense; and
• 4.1.3 where the Company agrees to deliver the Goods or the Equipment other than at the Company’s premises, all insurance, packaging and transportation charges, import duties and all other charges, duties or costs payable in connection with the Goods or the Equipment shall be payable by the Customer and the Customer shall bear all risk of loss or damage during transportation.
• 4.2 The period of hire of Equipment (“Hire Period”) shall commence from delivery of the Equipment in accordance with Clause 4.1 and shall terminate when the Equipment is returned to and received by the Company at the location stipulated in the Company’s quotation or, where the Customer has notified the Company that the Equipment has been lost, the Company confirms in writing that the Contract is at an end in respect of such Equipment and the Customer has paid any damages due under Clause 7.
• 4.3 Any dates quoted for delivery of the Goods or the Equipment or completion of the Services are estimates only and save as set out in Clause 4.5, the Company shall not be liable for any delay in delivery of the Goods or Equipment or completion of the Services beyond the estimated delivery dates however caused. Time for delivery shall not be of the essence of the Contract. The Goods may be delivered or the Services completed by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.
• 4.4 Where Goods, Equipment or Services under an Order are to be delivered in instalments or stages, each delivery or Service to be completed shall constitute a separate Order and failure by the Company to deliver any one or more of the instalments or stages in accordance with the Contract and/or Order or any claim by the Customer in respect of any one or more instalments or stages shall not entitle the Customer to treat the Contract or the Order as a whole as repudiated.
• 4.5 If, for any reason other than any cause (i) beyond the Company’s reasonable control or (ii) due to the Customer’s fault, the Company fails to deliver any Goods or Equipment or complete any Services (or any instalment thereof) the Company’s liability shall be limited to payment of the Contract Price for the Goods, Equipment or Services (or any instalment thereof) not delivered or completed.
• 4.6 Written notice of any defect in the Goods or Equipment or any incorrect quantities, which are or should reasonably have been apparent on inspection, or in the Services, must be given to the Company within ten (10) days from the date of delivery of Goods or Equipment or completion of the Services. If the Customer does not refuse delivery of Goods or does not notify the Company accordingly, the Customer shall be deemed to have accepted the Goods and/or the Services and (i) shall be bound to pay the Contract Price as if the Goods and/or Services had been delivered in accordance with the Contact and (ii) may not be entitled to later reject the Goods, Equipment and/or Services but this shall not prejudice the Customer’s rights under Clause 7.
• 4.7 If the Customer fails to take delivery of the Goods or Equipment or fails to give the Company adequate delivery instructions at the time stated for delivery by the Company (other than by reason of Force Majeure or the Company’s fault) then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to consider the Goods or Equipment delivered in accordance with Clause 4.1, invoice the Customer for the Goods or Equipment in accordance with Clause 8 and store the Goods or Equipment until actual delivery and charge the Customer for all reasonable costs (including insurance) of such storage.
• 4.8 The risk of loss or damage of any kind in the Goods or Equipment, including the risk of damage to or deterioration of the Goods or Equipment during transportation or storage, shall pass to the Customer when the Goods or Equipment are delivered in accordance with Clause 4.1 or deemed delivered under Clause 4.7. The Customer should insure accordingly.
• 4.9 Equipment lost in hole, damaged beyond repair, missing or withheld by client, agent, customs etc., will be invoiced to the Customer at the Lost in Hole charge specified in the quotation or, if none, at the current market price for a new, replacement item of the same Equipment and is not subject to depreciation, unless otherwise stated in the quotation.

• 5.1 Goods or Equipment manufactured by the Company are inspected and tested in accordance with the Company’s standard tests before despatch from the Company’s premises and the Customer may witness such tests, subject to giving the Company reasonable notice of its intention to attend the tests. It is not a condition of the Contract that the Goods or Equipment will meet the requirements of any test (unless otherwise agreed in Writing by the Parties) other than the Company’s standard tests. If the Company agrees to carry out any additional tests requested by the Customer, such additional tests shall be performed at Customer’s cost and expense and the Parties agree to extend the delivery dates for the relevant Goods or Equipment accordingly.
• 5.2 Where Goods or Equipment are supplied for export, the Customer shall be responsible for arranging for inspection of the Goods or Equipment at the Company’s premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods or Equipment which would be apparent on inspection and which is made after shipment.

• 6.1 Subject to Clauses 6.3 and 11, the Company warrants that
• 6.1.1 the Goods will be free from defects in materials and workmanship and that they will comply with the specification in the Contract, for a period of twelve (12) months from the date of delivery;
• 6.1.2 the Equipment will be free from defects in materials and workmanship and that it will comply with the specification in the Contract, for the period of the hire of the Equipment; and
• 6.1.3 the Services will be carried out with reasonable skill and care.

The Company does not warrant that the Goods or Equipment are fit for any particular purpose or that they will accomplish any particular results, other than those outlined in the specification in the Contract. All other warranties, conditions and terms, including implied warranties relating to satisfactory quality and fitness for purpose are expressly excluded.

• 6.2 The Company’s only liability where the Work does not comply with the warranty outlined in Clause 6.1 is as follows:
• 6.2.1 in relation to Goods, at its option, either to:
• (a) repair or replace the defective Goods within a reasonable time free of charge and deliver carriage paid within Canada or FOB Canada port in accordance with Incoterms, or
• (b) refund the Contract Price of the defective Goods;
• 6.2.2 in relation to Equipment, at its option either to:
• (a) repair or replace the defective Equipment within a reasonable time free of charge and deliver carriage paid within Canada or FOB Canada port in accordance with Incoterms, or
• (b) refund the Contract Price of the defective Equipment for the period of hire from when the Customer notified the Company that the Equipment is defective;
• 6.2.3 to reperform the defective Services.
• 6.3 The Company’s obligation under Clause 6.2 is subject to the following conditions:
• 6.3.1 the Company shall be under no liability for abnormal damage (meaning damage which could not reasonably be expected) which has resulted from use of Goods or Equipment outwith good oilfield practice or for corrosion, erosion or abrasion caused by the nature of the well effluent;
• 6.3.2 the Company shall be under no liability in respect of any defect in the Work arising from any drawing, design or specification supplied by the Customer;
• 6.3.3 written notice of a breach of the warranty in Clause 6.1 must be given to the Company:
• (a) prior to the expiry of the warranty period specified in Clause 6.1.1,
• (b) within thirty (30) days of the Equipment becoming defective in the case of a breach of Clause 6.1.2; or
• (c) within thirty (30) days of the provision of the Services in the case of a breach of Clause 6.1.3;
• 6.3.4 in relation to defective Goods or Equipment:
• (a) where reasonably practicable, the defective Goods or Equipment must be returned to the Company carriage paid by the Customer so as to enable the Company to inspect and carry out tests on the defective Goods or Equipment;
• (b) where the Goods or Equipment have to be repaired at any place other than at the Company’s premises the Customer shall bear the Company’s reasonable cost incurred;
• 6.3.5 the Goods or Equipment must not have been repaired or interfered with in any way by any person not authorised by the Company;
• 6.3.6 the Company shall not be liable for the costs of removal of the defective Goods or Equipment or the cost of refitting any replacement or repaired Goods or Equipment;
• 6.3.7 the Company shall be under no liability under this Clause 6 if the Contract Price for the Goods, Equipment or Services has not been paid by the due date for payment;
• 6.3.8 where Goods or parts thereof are not of the Company’s manufacture, the Company will only be liable to the Customer for defects to the extent of the Company’s warranty entitlement against the particular manufacturer or supplier and therefore the undertaking set out in Clause 6.1 shall not extend to defective Goods or parts which are manufactured by a third party;
• 6.3.9 where advice is given at the site of the Customer’s operations the Customer will remain in full control and supervision of the conduct of the operations and no guarantee or representation is made as to the results of implementing such advice and the Company shall not be liable for any loss arising from the advice; and
• 6.3.10 Goods repaired under warranty shall be warranted for a further twelve (12) months but in no event shall the Company’s warranty extent beyond eighteen (18) months from the date of acceptance of the original Goods.

• 7.1 During the Hire Period the Customer shall:
• 7.1.1 notify the Company promptly if the Equipment is moved to any location other than the address specified in the Contract and in any event, not allow the Equipment to be transferred to any person or country prohibited under the laws of Canada, the United Kingdom or the United States of America;
• 7.1.2 permit an authorised representative of the Company at all reasonable times to enter upon premises or any vessel where the Equipment is located for the purposes of inspection, maintenance, repair or testing;
• 7.1.3 keep the Equipment in the same condition as at the commencement of the Hire Period, fair wear and tear only excepted;
• 7.1.4 preserve on the Equipment the Company‘s and any manufacturer’s identification number or mark or any nameplate;
• 7.1.5 not make any alterations, modifications or technical adjustments or perform or attempt any repairs to the Equipment;
• 7.1.6 arrange and maintain at its expense adequate insurance for the full replacement value of the Equipment for the full Hire Period. Such insurance shall cover all loss and damage to the Equipment and also all risks to third parties in connection therewith. The Company may at any time demand evidence that such insurance cover exists and failure to produce such evidence within forty-eight (48) hours will constitute a material breach of the Contract;
• 7.1.7 notify the Company immediately in writing of any loss, damage or Claims relating to the Equipment and within fourteen (14) days of demand, reimburse the Company the full cost of repair or replacement. Where the Equipment is lost, the hire charge shall continue until the full cost of replacement is received by the Company. Where the Equipment is damaged, the hire charge will continue until the fully repaired or replaced Equipment is returned to the actual possession of the Company;
• 7.1.8 Equipment lost in hole, damaged beyond repair, missing or withheld by client, agent, customs etc., will be invoiced to the Customer at LIH/replacement price quoted and is not subject to depreciation, unless otherwise stated.
• 7.1.9 not sell, assign, sub rent, charge or part with possession of the Equipment or any part thereof nor by any act or default render the Equipment liable to any distress, execution or other legal process;
• 7.1.10 repay the Company on demand all costs, charges and expenses incurred in any way by reason of its breach of any of these terms and conditions including but not limited to all costs, charges and expenses incurred in ascertaining the location of the Equipment; and
• 7.1.11 punctually pay all duties and taxes concerning the Equipment.
• 7.2 The Customer shall notify the Company if any maintenance, other than routine maintenance, of the Equipment is required. The Customer shall not undertake any maintenance, other than routine maintenance, without first obtaining the Company’s consent in Writing or by e-mail in respect thereof.

• 8.1 The Company shall be entitled to invoice the Customer for the Contract Price on or at any time after the Company has tendered delivery of the Goods and/or completed the Services. Charges for hire of the Equipment will be levied daily, weekly, monthly or annually as specified in the Order. Terms of payment are net thirty (30) days from invoice date unless otherwise stated in the Order.
• 8.2 If the Customer’s account is overdue for payment, the Company may exercise its rights under Clauses 13.2 and/or 13.4 to terminate or suspend (at the Company’s option) the undelivered part of any Order and to charge interest at 2% above the base rate of Royal Bank of Canada on the amount overdue until payment in full is made, whether before or after judgement. Any such termination or suspension shall not give rise to any claims whatsoever by the Customer and shall be without prejudice to the Company’s right to recover any amount due from the Customer and the exercise of any other rights or remedies by the Company.
• 8.3 Notwithstanding delivery and the passing of risk in any and all Goods supplied by the Company, or any other provision of the Contract, the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds full payment of the Contract Price of the Goods and all other Goods agreed to be sold by the Company to the Customer for which payment is then due. Equipment shall at all times remain the property of the Company and is provided on a hire basis only.
• 8.4 Until such time as the title in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business. The Company shall be entitled during business hours on reasonable prior written notice to enter upon any premises of the Customer or any third party where the Goods are stored to ensure that the provisions of the clause are being complied with.
• 8.5 Until such time as the title in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver the Goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
• 8.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain property of the Company but if the Customer does so all sums due by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) immediately become due and payable. The Company shall be entitled to claim a lien or attachment on the Goods or any property of the Customer in the possession of the Company until the Company has received in cash or cleared funds full payment of the Contract Price of the Goods and all other Goods agreed to be sold by the Company to the Customer for which payment is then due.
• 8.7 Where materials are supplied by the Customer for the Company to use in manufacturing Goods, the property in any unused off cuts of such materials shall vest in the Company.

• 9.1 The Company shall defend, indemnify and hold harmless the Customer Group from and against all Claims arising out of or in connection with the Contract in respect of:
• 9.1.1 loss or recovery of or damage to property of the Company Group whether owned, hired, leased or otherwise provided by the Company Group;
• 9.1.2 personal injury including death or disease to any person employed by the Company Group; and
• 9.1.3 subject to any other express provisions of the Contract, personal injury including death or disease or loss of or damage to the property of any third party to the extent that any such injury, loss or damage is caused by the negligence or breach of duty (whether statutory or otherwise) of the Company Group,

in each case regardless of cause and irrespective of the negligence and/or breach of duty (statutory or otherwise) of any member of the Customer Group.

For the purposes of this Clause 9 “third party” shall mean any party which is not a member of the Customer Group or the Company Group.

• 9.2 The Customer shall defend, indemnify and hold harmless the Company Group from and against all Claims arising from, out of or in connection with the Contract in respect of:
• 9.2.1 loss or recovery of or damage to property of the Customer Group, whether owned, hired, leased or otherwise provided by the Customer Group;
• 9.2.2 personal injury including death or disease to any person employed by the Customer Group; and
• 9.2.3 subject to any other express provisions of the Contract, personal injury including death or disease or loss of or damage to the property of any third party to the extent that such injury, loss or damage is caused by the negligence or breach of duty (whether statutory or otherwise) of the Customer Group,

in each case regardless of cause and irrespective of the negligence and/or breach of duty (statutory or otherwise) of any member of the Company Group.

• 9.3 For the purposes of Clause 9.2 for the Hire Period the Equipment shall be cease to be considered as Company Group property and the Customer shall be liable to the Company for any loss or damage to the Equipment in accordance with the other provisions of the Contract.
• 9.4 The Customer shall save, indemnify, defend and hold harmless the Company Group from all Claims arising out of or in connection with the Contract in respect of:
• 9.4.1 loss of or damage to any well or hole (including, without limitation, the cost of re-drill);
• 9.4.2 blowout, fire, explosion, cratering or any uncontrolled well condition (including, without limitation, the costs to control a wild well and the removal of debris);
• 9.4.3 damage to any reservoir, geological formation or underground strata or the loss of oil or gas therefrom;
• 9.4.4 pollution or contamination of any kind including, without limitation, the cost of control, removal and clean-up;
• 9.4.5 damage to, or escape of any substance from, any pipeline, vessel, or storage or production facility; or
• 9.4.6 notwithstanding Clause 9.1.3, loss of, or damage to, permanent third party oil and gas production facilities and pipelines and Consequential Losses arising therefrom, where such loss or damage arises from, relates to or is in connection with the performance or non-performance of the Contract;

in each case regardless of cause and irrespective of the negligence and/or breach of duty (statutory or otherwise) of any member of the Company Group.

• 9.5 If either Party becomes aware of any incident likely to give rise to a Claim under the above indemnities, it shall notify the other and the Parties shall co-operate fully in investigating the incident.
• 9.6 Notwithstanding anything within the Contract to the contrary and except to the extent of any agreed liquidated damages (including without limitation any predetermined termination fees) provided for in the Contract, the Company shall indemnify, defend and hold harmless the Customer Group from the Company Group’s own Consequential Loss arising out of or in connection with the Contract regardless of cause and irrespective of the negligence or breach of duty (statutory or otherwise) of any member of the Customer Group.
• 9.7 Notwithstanding anything within the Contract to the contrary and except to the extent of any agreed liquidated damages (including without limitation any predetermined termination fees) provided for in the Contract, the Customer shall indemnify, defend and hold harmless the Company Group from the Customer Group’s own Consequential Loss arising out of or in connection with the Contract regardless of cause and irrespective of the negligence or breach of duty (statutory or otherwise) of any member of the Company Group.
• 9.8 The indemnities given pursuant to the Contract shall be full and primary and shall apply in respect of the full liability of the indemnity for Claims notwithstanding that the indemnified party may be entitled to contribution thereto from any insurance or other person

• 10.1 If any Claim is made against the Customer that the Goods or Equipment infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the Claim arises from the use of any drawing, design, specification, goods or materials supplied by the Customer, the Company shall, subject to Clauses 10.2 and 11, indemnify the Customer against claims, losses, damages, costs (including legal costs), expenses and liabilities of whatsoever nature suffered or incurred by the by the Customer in connection with the Claim, or paid or agreed to be paid by the Customer in settlement of the Claim, provided that:
• 10.1.1 the Company is given full control of any proceedings or negotiations in connection with any such Claim;
• 10.1.2 the Customer shall give the Company all reasonable assistance for the purposes of any such proceedings or negotiations;
• 10.1.3 except pursuant to a final award, the Customer shall not pay or accept any such Claim, or compromise any such proceedings without the consent of the Company (which shall not be unreasonably withheld);
• 10.1.4 the Customer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Customer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Customer recovers any sums under any such policy or cover (which the Customer shall use its best endeavours to do);
• 10.1.5 the Company shall be entitled to the benefit of, and the Customer shall accordingly account to the Company for, all damages and costs (if any) awarded in favour of the Customer which are payable by, or agreed with the consent of the Customer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such Claim; and
• 10.1.6 without prejudice to any duty of the Customer at common law, the Company shall be entitled to require the Customer to take such steps as the Company may reasonably require to mitigate or reduce any Claim for which the Company is liable to indemnify the Customer under this Clause.
• 10.2 Where Goods or Equipment are manufactured or supplied and/or the Services provided by the Company to a specification provided by the Customer, the Customer shall keep the Company Group indemnified against any Claim of whatsoever nature suffered or incurred by the Company Group as a result of infringement of any patent, copyright, design, registered design, trade mark or other industrial or intellectual property rights of any other person arising from manufacture or supply of such Goods, Equipment and/or Services in accordance with such specification.
• 10.3 Where any allegation made against either Party that the Goods or Equipment infringe or that their use or resale infringes the intellectual property rights of any other person arises from the use of the Goods or Equipment in conjunction with any other goods or equipment by the Company or from the use of any drawing, design or specification supplied by the Company, the Company shall indemnify the Customer Group against all Claims suffered or incurred by the Customer in connection with the allegation and the provisions of Clauses 10.1.1 to 10.1 6 shall apply mutatis mutandis.

• 11.1 Notwithstanding anything to the contrary within the Contract, in no event shall the Company’s liability to Customer Group under the Contract exceed a limit of one million Canadian dollars (CDN$1 million) in aggregate and the Customer agrees to defend, indemnify and hold harmless the Company Group from all claims (including third party claims) above such limit irrespective of negligence of breach of duty (statutory or otherwise) of the Company Group.

Neither Party shall be liable to the other Party or be deemed to be in breach of the Contract where any delay in performing or failure to perform (except for the obligation to pay sums due under the Contract) is due to any cause beyond the affected Party’s reasonable control (“Force Majeure”). For the purposes of this Clause 12, Force Majeure shall include but not be limited to acts or threats of war, sabotage, acts of terrorism, riots; civil commotions, strikes, lock-outs or other industrial action, acts of any governmental authority, including import or export regulations or embargoes, quarantine, earthquake, fires, storms and / or other natural physical disaster and/or maritime or aviation disasters. In the event of a Force Majeure, the affected Party will promptly notify the other in Writing of its nature and anticipated duration and the time for performance of the Contract shall be extended accordingly. In the event of a Force Majeure prevailing for a continuous period of fifteen (15) days or more, either Party may terminate the Contract in whole or in part, upon notice thereof to the affected Party in Writing.

• 13.1 The Contract shall continue in full force and effect until such time as either Party may elect to terminate the Contract by giving the other Party at least one hundred and eighty (180) days prior written notice of its requirement to terminate the Contract. In the event that either Party terminates the Contract pursuant to the foregoing, the Contract shall remain in force and effect as to and until any outstanding Order is completed.
• 13.2 Either Party may terminate an Order for cause, in whole or in part, in the event of the other Party’s default or failure to comply with the major Conditions of the Contract and Order which, following notice of such default or failure from the first Party, the other Party fails within a reasonable period of time thereafter to rectify. Additionally either Party may terminate an Order for cause, in whole or in part, if the other Party becomes bankrupt or insolvent, or if its business is placed in the hands of an administrator, a receiver, assignee, or trustee, whether by voluntary act of the other Party or otherwise, or undergoes any proceeding analogous to the foregoing.
• 13.3 In the event of termination of an Order, the Company shall cease the performance of the Work as soon as practicable. The Company shall be entitled to payment of the Contract Price for all Goods delivered or Services completed prior to the notice of termination and any Equipment then on hire shall immediately be returned to the Company.
• 13.4 In the event that the Customer is in breach of its obligations to pay the Contract Price under Clause 8, then in addition to Company’s other rights elsewhere in the Contract and at law, the Company shall have the right to suspend the Work including delivery of the Goods or Equipment or completion of the Services until such time as the Contract Price has been paid in full by the Customer.

• 14.1 Where the Goods or Equipment are supplied for export from Canada, the provisions of this Clause 14 shall (subject to any special terms agreed in Writing by the Parties) apply notwithstanding any other provision of these Conditions.
• 14.2 The Customer shall comply with all applicable laws and regulations pertaining to the export, re-export and import of Goods and Equipment and related documentation and technical information (“Documentation”) in effect from time to time, including any conditions of any export licenses under which the Company ships Goods or Equipment and/or Documentation to Customer and for which Customer is advised by the Company. The Company reserves the right to request that the Customer complete and sign a declaration form (provided by the Company) and the Customer shall complete and sign the same without delay. Without limiting the foregoing if the Customer fails to obtain necessary import licence or quota allocation in time or fails to complete and sign a declaration form, the Company shall have the right either to postpone delivery or to cancel the Contract wholly or partially without being under any liability whatsoever to the Customer. The Customer shall be liable for any loss or expense suffered or incurred by the Company as the result of such failure.
• 14.3 Unless otherwise agreed in Writing between the Customer and the Company, the Goods or Equipment shall be delivered EXW the Company’s premises.
• 14.4 Except as stated in Clause 5, the Customer shall be responsible for arranging for testing and inspection of the Goods or Equipment at the Company’s premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods or Equipment which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
• 14.5 Payment of all amounts due to the Company shall be made by irrevocable letter of credit opened by the Customer in favour of the Company and confirmed by a bank in Canada acceptable to the Company or, if the Company has agreed in Writing or by e-mail on or before acceptance of the Order to waive this requirement, by delivery to the Company of a bill of exchange drawn on the Customer payable sixty (60) days after sight to the order of the Company at such branch of Royal Bank of Canada in Canada as may be specified in the bill of exchange.
• 14.6 The Customer acknowledges that the Goods and Equipment will be used by the Customer in the country designated in the applicable Order or declaration form referred to in Clause 14.2 and the Customer expressly warrants that it will not, directly or indirectly, relocate, export, re-export, or tranship the Goods or Equipment, except in compliance with applicable law.
• 14.7 The Company shall not be obliged to perform deliveries or other obligations under the Contract if that performance is hindered by the export laws and regulations of Canada, the United Kingdom, the United States of America or other applicable countries.
• 14.8 The Customer shall not use, or permit any other person to use, directly or indirectly, any Goods or Equipment or Documentation for the research, development or production of chemical, biological or nuclear weapons, or any missile programmes.
• 14.9 The Customer will be responsible for ensuring compliance with all local taxes and as such the Customer undertakes not to deduct any amount in relation to withholding tax or any other local taxation.

• 15.1 These Conditions and the Contract shall in all respects be construed and governed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, excluding any conflict of law principles or rules which would impose any law or laws of another jurisdiction. The Parties hereby irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of Alberta.

• 16.1 The Company is a member of the group of companies whose holding company is Hunting plc, and accordingly the Company may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Company.
• 16.2 Any notice required or permitted to be given by either Party to the other under these Conditions shall be in Writing addressed to that other Party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the Party giving the notice.
• 16.3 Any failure by either Party to enforce all or any portion of these Conditions or waiver by the Company of any breach of the Contract by the Customer shall not be considered a waiver of any subsequent breach or future right to require strict performance of these Conditions.
• 16.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

• 17.1 Each Party has the right to assign the Contract or any part of it, including any Order, or any benefit or interest in or under it to any Co-Venturer or Affiliate without the agreement of the other Party. Additionally, either Party may assign the Contract or any part of it, including any Order, or any benefit or interest in or under it to any third party, but only with the prior agreement of the other Party which shall not be unreasonably withheld or delayed.