General terms & conditions of sale - Americas

1 Interpretation

1.1 In these Conditions:

"Affiliate" means any subsidiary or parent or holding company or associated branch (of any tier) of any company and/or associated branch or any other subsidiary of such parent or holding company.

"Applicable Anti-Bribery Laws" means any laws, regulations and other legally binding measures relating to bribery, corruption or similar activities of (i) the United States of America including, without limitation, the Foreign Corrupt Practices Act 1977 (ii) the United Kingdom, to the extent applicable, including the Bribery Act 2010; and (iii) any country or countries in which any of the obligations of the Contract are to be or are performed.

"Claims" means any claim of every kind and nature, demand, cause of action, proceedings, judgement, award, loss, costs (including reasonable legal fees and sums paid by way of settlement or compromise), expense, liability, penalty, fine, and damages.

"Client" means any company to which the Customer has undertaken to provide services and in conjunction with which the Goods and/or Equipment and/or Services are being provided (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 LLC, a company incorporated in Delaware, United States whose registered office is at 251 Little Falls Drive, Wilmington, Delaware 19808 with a principle place of business at 16825 Northchase Drive, Suite 600, Houston Texas 77060 or an Affiliate thereof providing Goods, Services or Equipment using these Conditions, as may be identified on the Quotation or order confirmation (as applicable).

"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 these standard terms and conditions.

"Consequential Loss" means:

ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS AND/OR DEFERRAL OF PRODUCTION, LOSS OF USE (INCLUDING LOSS OF USE OR THE COST OF USE OF AND INCREASED EXPENDITURE RELATED TO PROPERTY, EQUIPMENT, MATERIALS AND SERVICES INCLUDING THOSE PROVIDED BY THE COMPANY GROUP OR CUSTOMER GROUP, AS APPLICABLE, OR THIRD PARTIES), LOSS OF REVENUE, LOSS OF BARGAIN, LOSS OF PROFIT OR ANTICIPATED PROFIT (IF ANY), PROMOTIONAL EXPENSES, INJURY TO REPUTATION OR LOSS OF CUSTOMERS OR CLIENTSWHETHER IN AN ACTION IN CONTRACT, OR TORT, OR OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT FORESEEABLE AT THE COMMENCEMENT DATE.

"Contract" means an agreement, comprising the Quotation, Order, acceptance of the Order and these Conditions between the Company and the Customer for the sale of the Goods and/or supply of the Services and/or hire of the Equipment (as applicable).

"Contract Price" means the price calculated in accordance with Clause 4 of these 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 whose Order for the sale of the Goods and/or supply of the Services and/or hire of the Equipment is accepted by the Company.

"Customer Group" means the Customer, its Co-Venturers (if any), its 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 Client Group.

"Effective Date" shall have the meaning given to it in Clause 2.3 of these Conditions.

"Equipment" means the equipment (if any) to be hired by the Company to the Customer under the Contract as specified on the Order.

"Export Controls" means all export control laws, regulations, procedures, international sanctions, embargoes and restrictions, prohibited party lists and international shipping practices applicable to the Work or the Contract, including but not limited to the Export Administration Act of 1979, and the Arms Export Control Act of 1976, the Export Administration Regulations (“EAR”), the International Traffic in Arms Regulations (“ITAR”) laws enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”, including the OFAC Specially Designated Nationals List (“SDN List”)), the U.S. Department of State, the United Nations Security Council, the European Union or any other applicable authority or regulatory body and as such may be amended from time-to-time.

"Force Majeure" shall have the meaning given to it in Clause 14.1 of these Conditions.

"Goods" means the goods (if any) to be sold by the Company under the Contract as specified on the Order.

"Hire Period" shall commence from delivery of the Equipment in accordance with Clause 6.1.1 and shall terminate when the Equipment is returned to and received by the Company in accordance with Clause 6.1.3 or, where the Customer has notified the Company that the Equipment has been lost, the Company confirmed in Writing that the Contract is at an end in respect of such Equipment and the Customer has paid any damages due under Clause 9.

"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.

"Intellectual Property" means all intellectual property including patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights (owned or used), in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Order" means the order issued by the Customer to the Company.

"Parties" shall mean the Customer and the Company and "Party" shall be construed to mean either one of them.

"Quotation" means any quotation, sales literature, proposal, price list, acceptance, or other document or information provided by the Company to the Customer regarding the sale of the Goods and/or supply of the Services and/or hire of the Equipment.

"Services" means the services (if any) to be supplied by the Company under the Contract as specified on the Order.

“Tax” means any sales tax, use tax, goods and services tax, value added tax or other similar taxes, withholding taxes, excise, duties, tariffs, charges, or fees or similar/equivalent (or any related fines, penalties, or interest) payable to any authority and includes, without limitation, any other form of taxation that may be applicable to the Contract now or hereinafter enacted.

"Variation" means a change or amendment to the Contract agreed by the Parties in Writing (not email) and executed by the authorised representatives of both Parties in accordance with Clause 3.

"Work" means all work the Company is required to carry out in accordance with the provisions of the Contract, including where applicable, the sale of the Goods, supply of the Services and the hire of the Equipment; and

"Writing"or “Written” includes e-mail unless expressly specified otherwise herein.

1.2 In these Conditions, the following rules apply:

1.2.1 a reference in these Conditions to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted extended or replaced at the relevant time;

1.2.2 words in the singular shall include the plural and vice versa;

1.2.3 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.5 the headings in these Conditions are for convenience only and shall not affect their interpretation.

1.2.6‘days’ shall mean working days unless stated otherwise.

2 Orders

2.1 The Customer's Order shall constitute an offer to the Company to purchase the Goods and/or provision of the Services and/or hire of the Equipment pursuant to the Contract and shall constitute acceptance of these Conditions.

2.2Unless an authorised official of the Company expressly agrees in Writing to accept alternative terms and conditions, these Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.No conditions or stipulations in or attached to the Customer's Order or other document, which are inconsistent with these Conditions or which purport to add to or modify them in any way, shall have any effect.

2.3 Company is under no obligation to accept an Order.Quotations are valid for thirty (30) calendar days, unless otherwise indicated on the Quotation.All Quotations are subject to change at any time.Orders shall not be binding on the Company unless and until the Company accepts the Order in Writing or begins performance of the Order and the effective date of the Contract shall be the date of such acceptance or the date that performance of the Order begins, unless otherwise agreed by the Parties (the “Effective Date”).

2.4 An Order which has been accepted by the Company may not be cancelled by the Customer except with the Written agreement of the Company and subject to the condition that the Customer shall be liable to indemnify and reimburse the Company on demand and in full against any and all losses, costs, damages, charges and expenses incurred by the Company as a result of the cancellation plus indemnify, defend and hold harmless the Company for any Claims against the Company arising from such cancellation.

2.5 The Company's employees or agents are not authorised to make any representations or statements concerning the Work which are not stated in these Conditions and unless confirmed by an authorised representative of the Company in Writing, such representations and/or statements shall not be binding on the Company.In entering into the Contract the Customer acknowledges that it does not rely on and waives any claims for breach of any such representations or statements which are not confirmed in such a way.

2.6 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 and all necessary and accurate information relating to the Work within a sufficient time to enable the Company to perform the Contract in accordance with its terms.

2.7 Notwithstanding the terms of Clause 3, the Company reserves the right to make any changes in the specifications specified in the Order (including to the Goods or Equipment and substitution thereof) to conform with any applicable laws, regulations or legally binding requirements or which, in the opinion of the Company, do not materially affect the quality or performance of the Work.

2.8 Any typographical or clerical error or omission in any Quotation, invoice or other document or information issued by the Company shall be subject to correction by notice in Writing to the Customer without any liability on the part of the Company.

3 Variation and modification

3.1 Except as provided in the Contract, the Contract shall not be added to, amended or varied except by way of a Variation. Each Party has the right to propose changes to the Contract by notice in Writing to the other Party. The Parties shall discuss the impact of such changes on the Contract, including any changes to the Contract Price and estimated delivery date, and once the Parties have mutually agreed the changes to the Contract and their impact, the Parties shall sign a Variation to that effect. For the avoidance of doubt, (i) the Company is under no obligation to proceed with any changes to the Work until such time as the changes have been authorised and agreed by way of a Variation, and (ii) although a Variation must be set forth in a Writing other than email to be effective, such executed Variation may be sent as an attachment via email pursuant to Clause 18.3.

4 Contract Price

4.1 In consideration of the performance of the Work, the Customer will pay the Company the prices contained in the Quotation or otherwise notified by the Company to the Customer ("Contract Price").Unless otherwise agreed, the Contract Price does not include packing and/or preparation for shipment, freight, loading, unloading, carriage, insurance, forwarding fees, pallets, containers, strings of any kind or similar fees or charges applicable to the Work which will be charged and payable by the Customer in addition to the Contract Price.

4.2 Company reserves the right to increase or decrease the Contract Price due to:

4.2.1 any factors occurring which are beyond the reasonable control of the Company (including, without limitation, change in laws or the interpretation of laws), rules of any stock exchange upon which the Company is listed, rules imposed by any relevant government authority, licensor or regulator); or

4.2.2 any change in delivery dates, quantities or specifications for the Work which is requested by the Customer or failure of the Customer to give the Company adequate or timely information or instructions;

4.2.3 any other changes to the Order due to Company's acceptance of a Variation;

which, in any case, occurs between the Effective Date and the delivery of the Work.

4.3. All amounts, monetary or otherwise, expressed to be payable under the Contract by the Customer to the Company which (in whole or in part) constitute the consideration for any supply for Tax purposes are deemed to be exclusive of any Tax which is chargeable on that supply unless proof of export is sent to the Company within thirty (30) calendar days of delivery in accordance with Clause 6.1.1.If Tax is or becomes chargeable (including deemed to be chargeable) on any Work by the Company to any party under the Contract and the Company is required to account to the relevant Tax authority for Tax on that supply, then unless the other party provides the Company with a proper tax exemption certificate, that party must pay to the Company (in addition to and at the same time as paying any other consideration for such supply or at the point the Tax becomes due to be paid by the Company if earlier) an amount equal to the amount of that Tax (and the Company must promptly provide an appropriate tax invoice to that party where so required to by law).

Where the Contract requires the Customer to reimburse or indemnify the Company for any Claim, cost or expense, the Customer shall reimburse or indemnify (as the case may be) the Company for the full amount of such Claim, cost or expense, including such part thereof as represents Tax, save to the extent that Company reasonably determines that it is entitled to credit or repayment in respect of such Tax from the relevant Tax authority.

4.4 Where Equipment is supplied by way of hire, the Contract Price shall apply for the entire Hire Period and for all Equipment supplied, including back up tools. Where the Equipment is supplied with plastic thread protectors, if Equipment is returned without any plastic thread protectors or with damaged thread protectors these will be charged to the Customer in addition to the Contract Price.

4.5 For the avoidance of doubt, all costs of offshore and non-routine transportation and accommodation required by Company's personnel and all other reasonable expenses incurred during performance of the Services shall be charged to the Customer at such Company rates as applicable from time to time.

5 Payment Terms

5.1 Unless otherwise agreed by the Company in Writing, the Company shall be entitled to invoice the Customer for the Contract Price (i) on or at any time after the Company notifies the Customer that the Goods are ready for delivery in accordance with clause 6; (ii) on completion of the Services; and/or(iii) on any of a daily, weekly, monthly or yearly basis for the hire of the Equipment as notified by the Company to the Customer.

5.2 Terms of payment are net thirty (30) calendar days from invoice date unless otherwise agreed in Writing by the Company.If the Goods are delivered in instalments, Customer shall pay for each instalment in accordance with the terms of payment hereof.Payment shall be made for the Goods without regard to whether the Customer has made or may make any inspection of the Goods.If shipments are delayed by the Customer or a Customer Group member, payments are due from the date when the Company is prepared to make delivery.Goods or Equipment held for the Customer, shall be held at Customer’s sole risk and expense. Goods or Equipment held for more than thirty (30) calendar days may incur reasonable storage and insurance charges.

5.3 If the Customer disputes any items on any invoice in whole or in part the Customer shall notify the Company of such dispute within fifteen (15) calendar days of the date of such invoice and must give reasons for and details of such disputed item(s) and request the Company to issue a credit note for the disputed part or the whole of the invoice as applicable. Upon receipt of such credit note the Customer shall be obliged to pay the undisputed part of a disputed invoice within fifteen (15) calendar days of the date of such credit note. On settlement of any dispute, the Company shall submit an invoice for sums due and the Customer shall make the appropriate payment in accordance with the provisions of this Clause 5.

5.4 All amounts due shall be paid in US Dollars directly to the Company as directed by the Company on its invoice or otherwise as specified in Writing by the Company.The Company reserves the right, prior to making any shipment, to require from the Customer satisfactory security for performance of Customer’s obligations.

5.5 Time for payment shall be the essence of the Contract. Without limiting any other right or remedy of the Company, if the Customer's account is overdue for payment or if (in the Company’s sole discretion) the Customer’s financial conditions warrants, the Company may exercise its rights under Clause 5.8 to terminate or suspend (at the Company's option) the undelivered part of any Order and/or to charge interest at the lesser of (i) a floating rate equal to 2% above the “Prime Rate” as published in The Wall Street Journal, Southwest Edition, in its listing of “Money Rates” or (ii) the maximum non-usurious rate allowed by applicable law on the amount overdue until payment in full is made, whether before or after judgement.

5.6 The Customer shall not be entitled under any circumstances whatsoever to set-off or counter-claim against or deduct, discount or withhold any sums due by the Company to the Customer from any sum from time to time due by it to the Company. Any sums due by the Customer shall be paid by the Customer to the Company without deduction, compensation, set-off or similar whatsoever.

5.7 The Customer shall make all payments under the Contract without withholding or deduction of, or in respect of, any Tax unless required by law. If any such withholding or deduction is required, the Customer shall, when making the payment to which the withholding or deduction relates, pay the Company such additional amount as to ensure that after any withholding or deduction, the Company receives and retains a net sum equal to the amount of the invoice.

5.8 Notwithstanding any agreement to the contrary, in the event:

5.8.1 that the Customer is in breach of its obligations to pay the Contract Price under this Clause 5; or

5.8.2 of Customer’s bankruptcy or insolvency, or if it or its business is placed in the hands of an administrator, a receiver, liquidator, assignee, or trustee, whether by voluntary act of the Customer or otherwise, or if the Customer undergoes any proceeding analogous to the foregoing: or

5.8.3 that at any time following entry into the Contract, the Customers’ financial position and/or creditworthiness is deemed by the Company, in its reasonable opinion, to have become impaired or be unsatisfactory;

the Company shall have the option to:

• demand that payment for any amounts due (whether yet payable or not) under the Contract are immediately due and shall be paid by the Customer, in which event such amounts shall become immediately due and payable by the Customer; and/or
• suspend the Work (including delivery of the Goods and/or Equipment and/or supply of the Services) until such time as any amounts due have been paid in full or the Customer has complied with their obligations under this Clause 5; and/or
• demand that the Customer procure security or any form of credit support from the company which is the only or ultimate holding company in the Customer’s group of companies or a reputable bank, in a form and from a provider that is reasonably satisfactory to the Company, in respect of the Customer’s obligations, in which event the Customer shall within fourteen (14) calendar days provide such security; and/or
• demand up-front payment under any other Contracts or Orders with the Customer in respect of which these Conditions apply, in which event the Customer shall make such up-front payment; and/or
• terminate the Contract with immediate effect by Written notice to the Customer.

6 Delivery, Risk, Insurance and Quality Assurance/Control Certification

6.1 Unless otherwise agreed by the Company in Writing:

6.1.1 delivery of the Goods/Equipment will be FCA the Company's premises named in the Quotation in accordance with Incoterms.

6.1.2 Where the Company agrees to deliver the Goods and/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 and/or the Equipment shall be payable by the Customer and the Customer shall bear all risk of loss or damage during transportation.The method and route of shipment shall be at Company's discretion, unless the Customer supplies explicit reasonable instructions in Writing at least ten (10) days prior to shipment.

6.1.3 The Customer shall return the Equipment at the end of the Hire Period to the Company's premises (or other location as notified to the Customer in Writing) at the Customer's cost and expense, and the Customer shall bear all risk of loss or damage during such transportation.

6.2 Any dates quoted for delivery of the Goods and/or the Equipment and/or completion of the Services are based on the Company’s projected lead times, current inventory, commitments and supplier advice and are estimates only.Save as set out in Clause 6.4, the Company shall not be liable for any Claims caused by or related to the delay in delivery of the Goods and/or Equipment and/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 and/or Equipment may be delivered and/or the Services completed by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.

6.3 Where any Work under an Order is to be delivered or completed in instalments or stages, each delivery or Service to be completed shall constitute a separate instalment or stage and failure by the Company to deliver or complete any one or more of the instalments or stages in accordance with the Contract 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 as a whole as repudiated.

6.4 If, for any reason other than any cause (i) beyond the Company's reasonable control or (ii) due to the Customer or it's suppliers’ fault, the Company fails to deliver any Goods and/or Equipment and/or complete any Services (or any instalment thereof) the Company's liability shall be limited to payment of the Contract Price (or part thereof) paid by the Customerfor those applicable Goods, Equipment and/or the Services (or any instalment thereof) not delivered or completed, subject always to the limit of liability in Clause 13.

6.5 Upon delivery of Goods and/or Equipment and/or performance of Services, Customer shall inspect these and any documentation pertaining thereto and search for defects or other irregularities. Written notice of any such defect or irregularities in the Goods and/or Equipment or any incorrect quantities, which are or should reasonably have been apparent on inspection, or any defect in the Services, must be given to the Company within ten (10) calendar days from the date of delivery of the Goods and/or Equipment or completion of the Services. If the Customer does not refuse delivery of Goods and/or Equipment or does not notify the Company accordingly, the Customer shall be deemed to have accepted the relevant Goods, Equipment and/or the Services and (i) shall be bound to pay the Contract Price as if the relevant Goods, Equipment and/or Services had been delivered in accordance with the Contract; (ii) shall waive all Claims relating thereto and (iii) may not be entitled to later reject the relevant Goods, Equipment and/or Services.

6.6 If the Customer fails to take delivery of the Goods and/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 and/or Equipment delivered in accordance with Clause 6.1, invoice the Customer for the Goods and/or Equipment in accordance with Clause 5 and store the Goods and/or Equipment until actual delivery and charge the Customer for all reasonable costs (including insurance) of such storage. Alternatively, in the event that the Company stores the Goods as aforesaid for a period in excess of fourteen (14) calendar days, the Company shall be entitled to sell the Goods and, after deducting all reasonable storage and selling expenses, account to the Customer for the excess over or charge the Customer for any shortfall below the Contract Price.

6.7 The risk of loss or damage of any kind in the Goods and/or Equipment, including the risk of damage to or deterioration of the Goods and/or Equipment during transportation or storage shall pass to the Customer when the Goods and/or Equipment are delivered in accordance with Clause 6.1, or deemed delivered under Clause 6.6.

6.8 Company is not responsible for installation of any Goods sold hereunder.

7 Inspection, Testing and Export

7.1 Goods and/or Equipment manufactured by the Company are inspected and tested in accordance with the Company's standard tests. 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 and/or Equipment will meet the requirements of any test other than the Company's standard tests, unless otherwise agreed in Writing by the Parties. 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 where applicable the delivery dates for the relevant Goods and/or Equipment shall be extended to accommodate such additional tests.

7.2 Where Goods and/or Equipment are supplied for export, if required, the Customer shall be responsible for arranging for inspection of the Goods and/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 and/or Equipment which would be apparent on inspection, and which is made after shipment.

7.3 The Customer represents that it complies with, is knowledgeable and has expertise regarding Export Controls, and confirms its obligations to the Company to monitor and screen all Clients, customers, suppliers, subcontractors and other parties and entities, including banks and vessels, which the Customer interfaces with, selects, or uses in connection with the Contract for compliance with the requirements of all Export Controls.Customer shall be responsible for obtaining any licenses or governmental permits for delivery, export, reexport and import of the Goods or Equipment to the country of final destination or any other country where the Goods or Equipment may be landed or utilized.Customer warrants it will not allow the Goods or Equipment to be transferred at any time on either a temporary or permanent basis in any manner that would violate the Export Controls.

The Customer represents and confirms: (1) neither it, nor any of its subsidiaries or, to its knowledge, any director, officer, employee, agent, or affiliate, is an individual or entity that is or is owned or controlled by persons that are (i) the subject of Export Controls, or (ii) located, organised or resident in a country or territory that is, or whose government is, the subject of Export Controls; (2) it obtains and maintains all certifications, credentials, authorisations, licenses and permits necessary to perform under the Contract in compliance with all applicable Export Controls; and (3) it has instituted and maintains policies and procedures designed to ensure continued compliance with all Export Controls applicable to its performance under the Contract, including, but not limited to, the maintenance of accurate books and records.

The Customer shall promptly alert the Company to any violations or suspected violations of Export Controls. The Customer further represents that it is not currently aware of and shall continually monitor any transactions it or its Clients, customers, suppliers or subcontractors are involved in for possible violations of Export Controls and shall report any questionable transactions or suspicious circumstances immediately to the Company in so far as they relate to the Contract. The Customer agrees to keep records of its export control related activities for a period of five (5) years and records pertaining to export licences, re-export licences and project licences for a period of five (5) years from the expiration date of such licence. The Customer shall make such records available to the Company upon request for inspection and copying.

The Customer shall be responsible for and shall save, defend, indemnify and hold harmless Company Group from and against any and all Claims brought by or on behalf of any person (including without limitation any governmental authority) arising out of or in connection with violations of this Clause 7.3 or the Export Controls by the Customer Group.

8 Warranty and Liability for the Work

8.1 Subject to Clauses 8.4 and 13, the Company warrants that:

8.1.1 Goods manufactured by the Company will be free from defects in materials and workmanship and will comply with the specification in the Contract for a period of twelve (12) months from the date of delivery; and

8.1.2 the Equipment will be free from defects in materials and workmanship and that it will comply with the specification in the Contract for the Hire Period; and

8.1.3 the Services will be carried out with reasonable skill and care for the duration of the Services being provided but, in any event, no later than the date of removal of the relevant Company personnel from the location for performance of the Services.

8.2 The Company does not warrant that:

8.2.1 the Goods and/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.

8.2.2 the items or designs supplied by the Customer, either as free issue or third party supplier material, components, products or goods or any similar items are sufficient for the Services to be provided by the Company.

8.3 The Company's sole and exclusive liability and the Customer's sole and exclusive remedy where the Work does not comply with the warranty outlined in Clause 8.1 is as follows:

8.3.1 in respect of Clause 8.1.1, at the Company's option, either to:

8.3.1.1 repair or replace the defective Goods within a reasonable time free of charge, or

8.3.1.2 refund the part of the Contract Price in respect of the defective Goods;

8.3.2 in respect of Clause 8.1.2, at the Company's option either to:

8.3.2.1 repair or replace the defective Equipment within a reasonable time free of charge, or

8.3.2.2 refund the part of the Contract Price in respect of the defective Equipment;

8.3.3 in respect of Clause 8.1.3 at the Company's option either to:

8.3.3.1 reperform the defective Services within a reasonable time free of charge; or

8.3.3.2 refund the part of the Contract Price in respect of the defective Services.

8.4 The Company's obligations under this Clause 8 are subject to the following conditions:

8.4.1 a) the Customer must notify the Company in Writing if the Goods or Equipment are required for use in or the Services are to be provided in extraordinary operating circumstances or if they are required to meet any particular design, performance or capacity requirements. The Company shall not be responsible for any failure of the Goods or the Equipment to operate or the Services to be effective in such circumstances or meet such requirements unless it has specifically accepted such responsibilities in Writing before the Goods/Equipment are delivered or the Services are performed.

8.4.1 b) the Company shall be under no liability in respect of any defect in the Work arising (i) from abnormal damage (meaning damage which could not reasonably be expected) which has resulted from use of Goods and/or Equipment outside good oilfield practice; (ii) from normal wear and tear; wilful damage; negligence; improper storage or handling; installation; operation or maintenance; abnormal working conditions; failure to follow Company’s instructions or product guides; misuse or alteration of the Goods/Equipment or Services without the Company’s approval orimproper commissioning or installation; (iii) from corrosion, erosion or abrasion caused by the nature of the well effluent or aggressive fluids; (iv) in Goods or parts thereof which are normally consumed in operation or have a normal life shorter than the warranty periods in this Clause 8; (v) defects arising from or in connection with information, drawings, charts, specifications or instructions by the Customer Group or (vi) experimental or development Goods or Equipment.

8.4.2 If the Customer in good faith believes that the Work is defective or non-conforming, Written notice (signed by an authorised signatory of the Customer) of a breach of the warranty in Clause 8.1 must be given to the Company:

8.4.2.1 prior to the expiry of the warranty period specified in Clause 8.1.1 in the case of a breach of Clause 8.1.1;

8.4.2.2 within thirty (30) calendar days of the Equipment becoming defective in the case of a breach of Clause 8.1.2; or

8.4.2.3 prior to the expiry of the warranty period specified in Clause 8.3.3 in the case of a breach of Clause 8.1.3;

8.4.3 in relation to defective Work:

8.4.3.1 where reasonably practicable, the defective Goods and/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 and/or Equipment.If the defect or non-conformance is found to be caused by the Customer Group or any cause under 8.4.1 b), the Customer shall be liable for the cost of the repair or replacement and all associated costs associated therewith.Acceptance of returned Goods or Equipment or authorization of return thereof shall not be deemed as Company's concession or acknowledgment of defect or nonconformity;

8.4.3.2 where the Goods and/or Equipment and/or Services have to be repaired at any place other than at the Company's premises the Customer shall bear the Company's reasonable cost incurred;

8.4.3.3 the Company shall not be liable for (i) the costs of removal of the Workor the cost of refitting any replacement or repaired Work; (ii) dismantling of the Work or dismantling/removal other objects required to access the Work; (iii) board and lodging offshore; (iv) any transportation of the Work; (v) heavy lift operations offshore; or vi) any additional costs associated with warranty work performed below the water line;

8.4.3.4 the Goods and/or Equipment and/or Services must not have been repaired or interfered with in any way by any person not authorised by the Company;

8.4.3.5 where Goods and/or Equipment 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 8.1 shall not extend to defective Goods and/or Equipment or parts thereof which are manufactured by a third party;

8.4.4 the Company shall not be liable under this Clause 8 if the Contract Price for the relevant Goods, Equipment and/or Services has not been paid by the due date for payment.

8.4.5 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.

8.4.6 Goods repaired in accordance with this Clause 8 shall be warranted for a further twelve (12) months from the date of delivery, but in no event shall the Company's warranty extent beyond eighteen (18) months from the date of acceptance of the original Goods.

8.4.7 THE RIGHTS AND REMEDIES SET OUT IN THIS CLAUSE 8 REPRESENT THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO THE CUSTOMER FOR ANY DEFECT TO GOODS/EQUIPMENT AND/OR IRREGULARITIES IN RESPECT OF SERVICES UNDER AN ORDER.EXCEPT AS PROVIDED ABOVE, COMPANY MAKES NO WARRANTIES, TERMS OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, ABOUT THE WORK OR THE SUITABILITY, LEGALITY OR ACCURACY OF INFORMATION, OR WORK PROVIDED BY COMPANY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY 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 THE COMPANY AND CAN BE AMENDED ONLY BY A VARIATION IN ACCORDANCE WITH CLAUSE 3.

9 Hire of Equipment

9.1 During the Hire Period the Customer shall:

9.1.1 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 terms of any Export Controls;

9.1.2 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;

9.1.3 keep the Equipment in the same condition as at the commencement of the Hire Period, with the exception of fair wear and tear. Any damage to the Equipment deemed by the Company to be outside normal wear and tear will be charged to the Customer (including pitting damage, damage sustained in transit, damage sustained due to exposure to chemical agents, corrosive substances or environments, aggressive well chemistry or arduous drilling conditions, unreasonable or unusual use and/or excessive wear to blades or equipment body outside diameter);

9.1.4 preserve on the Equipment the Company's and any manufacturer's identification number or mark or any nameplate;

9.1.5 not disassemble or make any alterations, modifications or technical adjustments or perform or attempt any repairs to the Equipment.Any costs for repairs, re-dress, damages or alterations required due to non-compliance with this Clause shall be charged at an hourly rate to the Customer (such rate to be calculated at the sole discretion of the Company);

9.1.6 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;

9.1.7 notify the Company immediately in Writing of any loss, damage or Claims relating to the Equipment and within fourteen (14) calendar days of demand, reimburse the Company the full cost of repair or replacement. Where the Equipment is damaged, the Contract Price will continue until the fully repaired or replaced Equipment is returned to the actual possession of the Company. Where the Equipment is lost in hole, damaged beyond repair, missing or withheld by the Customer, Client or any relevant governmental or regulatory authority the full cost of replacement shall be the current market price for a new, replacement item of the same Equipment not subject to depreciation, unless otherwise stated in the Contract;

9.1.8 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;

9.1.9 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

9.1.10 punctually pay all duties and taxes concerning the Equipment.

9.2 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.

9.3 Equipment shall at all times remain the property of the Company.

9.4 Equipment is rented on a day rate basis, unless otherwise agreed in Writing by the Company.The day rate shall be valid from midnight to midnight (or any part thereof which will be charged as a full day rate).A new day rate will begin at 00.01 am for any part thereof. During the Hire Period, a stand-by or operational day rate charge shall be applied to each day (or part thereof) for each item of Equipment. Any well conditions which prevent operation of the Equipment shall not relieve the Customer from responsibility for payment of the applicable daily rate charges. Additional Equipment not specified on this quotation will be subject to charges as per our current price list.

9.5 Transportation, freight, packing, crating, shipping and personnel travel and expenses, if applicable, will be charged to the Customer's account or charged at cost + fifteen percent (15%).

9.6 Minimum Charges/Hire Period rates for terminated Orders/Call out charges:

If the Company agrees to suspend hire charges until the Equipment clears customs or agrees to an alternative delivery method which will suspend the daily hire charges until delivery is effected or the Equipment is accepted by the Customer and the Customer subsequently cancels the Order, the Company shall be entitled to charge the Customer daily standby charges for each relevant piece of Equipment from the day it leaves the Company’s premises to the day it is returned to the Company’s premises or other designated location.In the event of cancellation under this clause, the Company shall be entitled to charge a minimum of five (5) days standby rates notwithstanding the actual amount of time that the Equipment has been away from the Company’s premises.

The Company reserves the right to charge a call-out charge for or invoice for the time spent on, and all costs and expenses (including mobilisation/demobilisation costs) related to any requests for Equipment or Services that are subsequently cancelled or enquiries made out of hours whether or not such request or enquiry subsequently progresses to an Order.Such costs shall be invoiced at cost plus fifteen (15) percent.

9.7 It is the responsibility of the Customer to ensure that anyone operating the Equipment is competent in the use and maintenance thereof.The Company accepts no responsibility or liability for and the Customer shall indemnify, defend and hold harmless the Company for any Claims arising from or related to the competency of the operator (including, but not limited to, qualifications, experience or training).

9.8 Training can be provided by the Company at additional costs to the Customer.

10 Title to Goods and materials

10.1 Title in the Goods shall pass from the Company to the Customer when the Goods are delivered in accordance with Clause 6.1 or deemed delivered under Clause 6.6.

10.2 Where materials are supplied by the Customer for the Company to use in manufacturing Goods, title in any unused off cuts of such materials shall vest in the Company when the relevant Goods have been manufactured. .

11 Indemnities; Waiver of Certain Damages

THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE INDEMNIFICATION PROVISIONS AND LIABILITY LIMITATIONS SET FORTH IN THIS CLAUSE 11 AND CLAUSE 13 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.THE PARTIES ACKNOWLEDGE THAT THE PROVISIONS IN THESE CONDITIONS THAT ARE SET OUT IN ITALICS, IN BOLD, UNDERLINE OR CAPITALS, OR ANY COMBINATION THEREOF, SATISFY THE REQUIREMENTS FOR THE EXPRESS NEGLIGENCE RULE AND /OR ARE CONSPICUOUS.IT IS THE EXPRESS INTENTION OF BOTH COMPANY AND CUSTOMER THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS AN INDEMNITY BY CUSTOMER TO INDEMNIFY AND PROTECT COMPANY GROUP FROM THE CONSEQUENCES OF COMPANY GROUP’S OWN NEGLIGENCE, FAULT OR STRICT LIABILITY, NOTWITHSTANDING WHETHER NEGLIGENCE, FAULT OR STRICT LIABILITY IS THE SOLE, JOINT OR CONCURRING CAUSE OF A CLAIM, LOSS OR EXPENSE.

11.1 The Company shall defend, indemnify and hold harmless the Customer Group from and against all Claims arising from, relating to or in connection with the Contract in respect of:

11.1.1 loss or recovery of or damage to property of the Company Group whether owned, hired, leased or otherwise provided by the Company Group, excluding the Goods and Equipment (where applicable) after delivery; and

11.1.2 personal injury including death or disease to any person employed by the Company Group;

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

11.2 The Customer shall defend, indemnify and hold harmless the Company Group from and against all Claims arising from, relating to or in connection with the Contract in respect of:

11.2.1 loss or recovery of or damage to property of the Customer Group and/or Client Group, whether owned, hired, leased or otherwise provided by the Customer Group, including the Goods and Equipment (where applicable) after delivery and free issue material (including but not limited to damage or destruction during threading and/or torque operations);

11.2.2 personal injury including death or disease to any person employed by the Customer Group and/or the Client Group; and

11.2.3 personal injury including death or disease or loss of or damage to the property of any third party,

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

11.3 The Customer shall defend, indemnify and hold harmless the Company Group from all Claims arising from, relating to or in connection with the Contract in respect of:

11.3.1 loss of or damage to any well or hole (including, without limitation, the cost of re-drill);

11.3.2 blowout, fire, explosion, cratering or any uncontrolled well condition (including, without limitation, the costs to control a wild well and the removal of debris);

11.3.3 damage to any reservoir, geological formation or underground strata or the loss of oil or gas therefrom;

11.3.4 pollution or contamination of any kind including, without limitation, the cost of control, removal and clean-up;

11.3.5 damage to, or escape of any substance from, any pipeline, vessel, or storage or production facility including any pipeline or other subsurface facility; or

11.3.6 loss of, or damage to, permanent third-party oil and gas production facilities and pipelines and Consequential Losses arising therefrom;

in each case regardless of cause and irrespective of any form of liability (whether strict or by negligence, in whatever form) and/or breach of duty (statutory or otherwise) of any member or part of the Company Group.

11.4 Notwithstanding the provisions of Clause 8, the Customer shall be responsible for the recovery or removal and when appropriate the marking or lighting of any wreck or debris arising from or relating to the Work and shall, except as provided for in Clause 11.1, save, defend, indemnify and hold harmless the Company Group in respect of all Claims arising out of such wreck or debris.

11.5 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 PARTIESAGREE THAT REGARDLESS OF THE CLAIM OR OTHER FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT BY ONE PARTY AGAINST THE OTHER PARTY OR ANY MEMBER OF ITS RESPECTIVE GROUP, THAT NEITHER SUCH PARTY NOR ANY MEMBER OF ITS 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 WORK OR THE CONTRACT, AND EACH PARTY HEREBY WAIVES ANY CLAIM FOR ANY SUCH EXCLUDED FORM OF DAMAGES.This Clause 11.5 shall apply notwithstanding the sole, joint, or concurrent negligence, fault, or responsibility of ‎the Party whose liability is waived by this provision, or any other event or condition, whether anticipated or ‎unanticipated, and regardless of whether pre-existing prior to the date of this Contract, but the foregoing ‎limitation of liability does not limit the obligation of any Party to indemnify the other Party or members of its respective Group against claims ‎asserted by unaffiliated third parties, including third-party claims for punitive, special, indirect, incidental, ‎and/or consequential damages.‎

11.6 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.

11.7 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 insurance or any other person.In the event this Contract is subject to the indemnity limitations of any state anti-indemnity statute (including, but not by way of limitation, Chapter 127 of the Texas Civil Practices and Remedies Code or any successor statute), and so long as such limitations are in force, each Party covenants and agrees to support the mutual indemnity obligations contained in this Clause 11 by carrying insurance (or qualified self-insurance) of at least $1,000,000 in general liability insurance and $5,000,000 in excess liability insurance.The insurance provided in support of these indemnity obligations shall, however, in no way limit a Party’s indemnity obligations hereunder save and except to the extent necessary, if any, to prevent said indemnification obligations from being declared void, unenforceable or otherwise inoperative.

11.8 For the purposes of this Clause 11 "third party" shall mean any party which is not a member of the Customer Group or the Company Group.

11.9 This Clause 11 shall survive termination of the Contract for any reason.

12 Intellectual Property

12.1 The Customer shall not have any right of use, other than for the purposes of the Contract, whether directly or indirectly, of any Intellectual Property provided by the Company Group in relation to the Contract. Any Intellectual Property owned by the Company Group prior to the Effective Date of the Contract shall remain the Intellectual Property of the Company Group.

12.2 All Intellectual Property created, generated or arising from, relating to or in connection with the performance of the Contract shall vest in the Company.

12.3If any Claim is made against the Customer that the Workinfringes or that their use (or resale in the case of Goods) infringes the Intellectual Property rights of any other person, then unless the Claim arises from the use of any Intellectual Property supplied by the Customer, the Company shall, subject to the remainder of this Clause 12 and Clause 13, defend, indemnify and hold harmless the Customer against such Claim, provided that:

12.3.1 the Company is promptly given full control of any proceedings or negotiations in connection with any such Claim;

12.3.2 the Customer shall, without undue delay give the Company all reasonable assistance for the purposes of any such proceedings or negotiations;

12.3.3 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);

12.3.4 the Customer shall not do anything 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);

12.3.5 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

12.3.6 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.

12.4 Where Goods and/or Equipment are manufactured or supplied and/or the Services provided by the Company to a specification provided by the Customer, the Customer shall defend, indemnify and hold harmless the Company Group against any Claim of whatsoever nature suffered or incurred by the Company Group as a result of infringement of any Intellectual Property of any other person arising from manufacture or supply of such Work in accordance with such specification.

13 Limitation of Liability

13.1 Notwithstanding anything to the contrary within the Contract, the cumulative and maximum aggregate liability of the Company to Customer Group and/or Client Group for any reason whatsoever and upon any Claims HOWSOEVER CAUSED arising from, related to or in connection with the Contract (including those arising from Company's termination, breach of duty (statutory or otherwise), negligence of any degree or character, breach of contract or otherwise at law) shall be limited to the lesser of (i) the contract price paid by the Customer for the work under which such liability arises or (ii) five hundred thousand us dollars ($500,000).

13.2 The Customer agrees to defend, indemnify and hold harmless the Company Group from all Claims (including third party claims) above such limit irrespective of cause and notwithstanding the negligence of breach of duty (statutory or otherwise) of any member of the Company Group.

13.3 This Clause 13 shall survive termination of the Contract for any reason.

14 Force Majeure

14.1 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 14, Force Majeure shall include, but shall not be limited to: acts or threats of war; sabotage; acts of terrorism; insurrection; riots or other acts of civil disobedience or commotion; act of public enemy; failure or delay in transportation; shortage of labor, fuel, raw material or machinery; technical or yield failure; act of government or any agency or subdivision thereof affecting the terms of the Contract; prohibiting or penalizing Company’s performance or otherwise; judicial action; strikes, lock-outs, labor disputes or other industrial action; acts of any governmental authority, including import or export regulations or embargoes; epidemic, pandemic, quarantine and the consequences thereof; earthquake, accident, fire, explosion, floods, storms and / or other natural disaster or force of nature and/or maritime or aviation disasters.

14.2 In the event of a Force Majeure occurrence, the affected Party will promptly notify the other in Writing of the Force Majeure occurrence and the date of delivery or performance shall be deferred for a period equal to the time of any such delay. If any such occurrence arises, Company may equitably allocate production and deliveries among Company’s customers as deemed reasonable by the Company in its sole discretion.

14.3 In the event of a Force Majeure occurrence prevailing for a continuous period of fifteen (15) calendar days or more, either Party may terminate the Contract in whole or in part, upon notice thereof to the other Party in Writing.

15 Termination and Suspension

15.1 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 (not by email) of its requirement to terminate the Contract.

15.2 Notwithstanding Clause 5.8, either Party may terminate the Contract by giving ten (10) days prior Written notice (signed by an authorised signatory of the Party wishing to terminate) in the event of the other Party's default or failure to comply with the Contract which, following notice of such default or failure from the non-defaulting Party, the defaulting Party fails within a reasonable period of time thereafter to rectify.

15.3 In the event of termination of the Contract for any reason, the Company shall cease the performance of the Work as soon as reasonably practicable after the date of termination, which date immediately follows the applicable notice period (if any). The Company shall be entitled to payment of the Contract Price for all Goods delivered and/or Services completed prior to termination.

16 Confidentiality

16.1Except as otherwise provided in the Contract, the Customer agrees that any and all information associated with the Work (including but not limited to Seller’s technical data) or the Company Group that is not otherwise publicly available (“Confidential Information”) that is disclosed to or received by the Customer (i) shall be treated as Company’s confidential, proprietary, and trade secret information (with Company reserving all rights to its Confidential Information); (ii) shall be held by the Customer in strict confidence, (iii) shall be used by Customer only for purposes of the Contract, and (iv) that no Confidential Information, including without limitation the provisions of the Contract, shall be disclosed by the Customer without the prior Written consent of the Company. The Customer 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. The Customer shall, if so required by the Company at any time, promptly return to the Company all copies of any such Confidential Information which may be in the Customer Group's possession or under their control.Notwithstanding the foregoing, the Customer shall not be liable for the disclosure of Confidential Information which (i) is, or becomes through no fault of the Customer Group, part of the public domain or that the Customer is permitted to disclose with the prior Written consent of the Company, or (ii) which the Customer is required by law to make, save that in the event of such a legal requirement arising, Customer shall give prior notice of such disclosure obligation to Company and will endeavour to disclose only that Confidential Information which is required to meet its legal obligations.

17 Governing Law and Jurisdiction

17.1 The validity, performance, and construction of the 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. The Contract shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

18 General

18.1 The Company may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its Company Group, provided that any act or omission of any such other member of the Company Group shall be deemed to be the act or omission of the Company.

18.2 The Parties act as independent parties with respect to the Contract. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, make any Party the agent or employee of the other Party, or authorise any Party to make or enter into commitments or assume any liability for or on behalf of the other Party.

18.3 Each Party should verify the correct email address for notices prior to sending any permitted email notice under the Contract. Unless sender receives a return notification that an email was not delivered, undeliverable or similar, any notice that is permitted to be made by email herein shall be deemed to have been received at the time which is twelve (12) hours from the time that the email was sent. If sent after 5:00 pm Houston time, the email shall be deemed to have been received either twelve (12) hours after the time the email was sent or 9:00 am Houston time on the next working day, whichever is the later.

Any notice that is not permitted to be made by email herein or as prescribed by law, rule or procedure (which shall specifically include, for the avoidance of doubt, any notices relating to breach of the Contract and notices relating to any Claims or litigation), 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.

Any such notice or other communication shall be deemed to have been duly received as follows:

(a) if delivered personally, when left at the address referred to above;

(b) if delivered by commercial courier, on the date and at the time that the couriers delivery receipt is signed;

(c) if by other postal service, at 9am Houston time on the second business day after posting.

18.4 Any failure by either Party to enforce all or any portion of the Contract 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 the Contract.

18.5 If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected. If any invalid or unenforceable provision of the Contract would be valid and enforceable if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it valid and enforceable.

18.6 The Contract constitutes the entire agreement between the Parties relating to the Work and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter thereof.

18.7 Any claims or causes of action arising from or relating to the Work or the Contract must be instituted within two (2) years from the date upon which such claim or cause of action arose or was accrued.

18.9 IF AND TO THE EXTENT ANY PAYMENT REQUIRED TO BE MADE PURSUANT TO THE CONTRACT 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.

19 Assignment

19.1 The Company has the right to assign the Contract or any part of it or any benefit or interest in or under it to any Affiliate without the consent of the Customer. Customer may not assign the Contract or any part of it or any benefit or interest in or under it to any third party without the prior Written consent of Company, which shall not be unreasonably withheld or delayed. Any assignment made in contravention of this Clause 19.1 shall be null and void for all purposes.

20 Business Ethics and Code of Conduct

20.1 Both Parties shall uphold the highest standards of business ethics in the performance of the Contract. Integrity, honesty and ethical business practices shall be paramount principles in the dealings between the Parties.

20.2Neither Party shall knowingly involve itself in any business in connection with, or use information arising from, the Contract, in any manner which conflicts with the interest of the other Party

20.3 The Customer warrants and represents that in the performance of its obligations under the Contract it has complied and shall comply with the Applicable Anti-Bribery Laws and any other applicable laws (including, without limitation, federal, state and local laws, rules and regulations in effect in the United States of America), rules, regulations, labour agreements, working conditions and technical codes and requirements of any governmental or regulatory body in any country or territory having jurisdiction over the Contract.

20.4 By entering into the Contract, the Customer agrees to comply with and ensure compliance by the Customer Group with the Company’s Supply Chain Code of Conduct, as updated from time to time:Hunting Supply chain Code of Conduct .

1. Lease of equipment

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.

2. Lease charge

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”).

3. Taxes

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”).

4. Delivery & freight costs

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.

5. Risk of loss; return to lessor

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.

6. Maintenance

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.

7. Location, ownership & use

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.

8. Financing statement

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.

9. Alterations & attachments

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

10. Loss & damage

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.

11. Insurance

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.

12. Warranty disclaimers

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.

13. Event of default

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.

14. Remedies

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.

15. Limitation of liability

• 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.

16. Indemnification

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)

17. Confidentiality

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.

18. Costs & attorneys’ fees

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.

19. Lessor’s performance option

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.

20. Quiet possession & inspection

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.

21. Assignments

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.

22. Survival of obligations

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.

23. Authority

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.

24. Miscellaneous

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.

25. Repossession

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.

26. Headings

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

1. Terms of contract

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.

2. Prices

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.

3. Taxes

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.

4. Title & delivery

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.

5. Terms & method of payment

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.

6. Cancellation or rescheduling

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.

7. Returns

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.

8. Contingencies

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.

9. Substitutions & modifications of products

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.

10. Warranties

• 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.

11. Intellectual property/infringement

• 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.

12. Limitation of liability

• 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.

13. Indemnification

• 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.

14. Confidentiality

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.

15. General provisions

• 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. Interpretation

• 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. Quotations and Orders

• 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. Prices

• 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. Delivery, Risk and Insurance

• 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. Inspection and Testing

• 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. Warranty and Liability for Goods, Equipment and Services

• 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. Hire of Equipment

• 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. Payment for and Title to Goods and Equipment

• 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. Indemnities

• 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. Indemnity in Respect of Intellectual Property Rights

• 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. Limitation of Liability

• 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.

12. Force Majeure

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. Termination and Suspension

• 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. Export Terms

• 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. Governing Law and Jurisdiction

• 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. General

• 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. Assignment

• 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.