The following Additional Terms of Sale apply except to the extent they are contradicted elsewhere in this Agreement.
IMPORTANT WARRANTY, LIMITATION OF LIABILITY AND INDEMNITY PROVISIONS ARE INCLUDED.
1. DEFINITIONS: The term “Seller” means MGB Oilfield Solutions, LLC. ; “Goods” means the parts, machinery, equipment and other
tangible and intangible property along with associated labor, installation and commissioning provided by Seller; the term “Services”
means labor and associated parts provided by Seller to maintain, repair or recondition the property of Buyer; “Products” means Goods
and/or Services; and “Buyer” means the person to whom such Products are sold. Each of Buyer and Seller is a “Party.”
2. PRICE: All prices are in U.S. Dollars. Labor rates are subject to change without notice and apply from the time of dispatch of service personnel until the earlier of their return or dispatch to another job. Unless expressly indicated herein, no amount is included in any price for sales, use, privilege, excise or other taxes imposed on or measured by the gross receipts from the sale of Products. Buyer shall promptly pay any such charge directly to the governmental authority assessing them or reimburse on demand any such charges paid by Seller.
3. PAYMENTS: All payments shall be in U.S. Dollars, without offset, back-charge, retention or withholding of any kind. Any amounts
not paid when due will be subject to interest at the rate of 1½% per month, compounded, or the highest non-usurious rate permitted by
applicable law, whichever is less. ANY PAYMENT INTENDED AS AN ACCORD AND SATISFACTION MUST BE DIRECTED TO “CREDIT MANAGER, MGB OILFIELD SOLUTIONS, LLC., 20018 Chateau Bend Dr. Katy, TX 77450.”
4. DELIVERY AND TITLE: Goods are sold Ex-works Seller’s facility (Incoterms® 2010), packed for domestic truck transportation, and
are delivered at the time Buyer is notified by Seller that the Goods are at Buyer’s disposal. Seller may assess reasonable storage charges based on the volume of the Goods, or store the Goods at a third-party site at Buyer’s sole risk and expense, if Goods are not removed when delivered or if payments are not made when due. Services are delivered at the time they are performed. Title to Goods transfers to Buyer on delivery, but Seller retains a security interest in the Goods until it receives full payment for the Goods.
5. ACCESS, PERMITS AND UTILITIES: In the event Services are to be performed at a site provided by Buyer, Buyer shall provide Seller’s employees free and unobstructed access to the site. Buyer shall ensure safe working conditions, safe storage for Seller’s property, and provide all necessary lifting equipment and utilities necessary to perform the Services. Buyer shall obtain all licenses, registrations, and permits necessary for Seller to perform the Services.
6. ACCEPTANCE: All Products shall be finally inspected and accepted within thirty days after delivery. Failure of Buyer to provide
Seller with an itemized list of defects within such thirty days or to permit Seller a reasonable opportunity to correct any listed defects shall
be deemed acceptance of the Products. In the event of multiple shipments or extended Services, each individual shipment shall be separately accepted and Services shall be periodically inspected and accepted. Buyer waives any right to reject Products that substantially conform to their specifications and any right to revoke acceptance after such thirty day period.
7. FORCE MAJEURE: Seller shall have no liability for any failure to deliver the Goods to, or perform Services for, Buyer if such
failure arises from causes beyond the reasonable control of Seller, including without limitation, government actions, epidemic,
pandemic, public health crisis, shortages of materials, labor difficulties, fires, floods, acts of God, acts of civil or military authority and
the effects of civil disobedience.
8. DELAYS: Delivery dates are estimates and may be adjusted to reflect circumstances beyond the control of Seller including without
limitation delayed performance of suppliers or carriers.
9. CHANGES: Seller reserves the right to change the details of any Goods provided that such change shall not impair the performance or
critical dimensions of such Goods.
10. ADDITIONAL COSTS: In addition to the purchase price, Buyer shall reimburse Seller for any costs Seller incurs as a result of (a) changes in the Products or delays in delivery requested by Buyer; (b) delays in delivery arising from Buyer’s failure to provide information,
drawings or materials; or (c) changes in the laws, codes, rules or regulations applicable to the Products after the date of this Agreement.
11.LIMITED WARRANTY: Products may be or incorporate components manufactured by someone other than Seller. To the extent
such components are warranted by their original manufacturers, and to the extent that such warranties are assignable to Buyer, Seller
assigns to Buyer any rights and remedies it has relating to such components, and such warranties are the only warranties provided for those components. Seller further agrees to perform any obligations of the original manufacturer under the manufacturer’s warranty to the extent
that such manufacturer authorizes Seller to perform such warranty obligations.
Seller warrants that it will correct any failure of the Goods to meet the performance specifications herein, or defects in Goods manufactured or reconditioned or Services performed by it, latent or otherwise, of which it is notified in writing within the applicable Notification Period, ex-works Seller’s facilities (Incoterms® 2010), or Seller will refund the purchase price of the defective Goods or Services, at Seller’s sole discretion and as the exclusive remedy provided.
Notification Periods:
New Goods: within the sooner of 18 months of delivery of the Goods to Buyer or 12 months of the Goods first being placed into
service by the original end user.
Services or reconditioned Goods: within 3 months of the Services being performed by Seller or recondtioned Goods being
delivered to the Buyer.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT,
WORKMANLIKE PERFORMANCE OR FITNESS FOR A PARTICULAR PURPOSE.
This Limited Warranty is extended only to Buyer. Buyer may assign this Limited Warranty only to the original end user of the Products. No
other assignment of this Limited Warranty is permitted without the express written consent of Seller and any attempted assignment without the
consent of Seller is void. Applicable statutes may expand this Limited Warranty.
12. INDEMNITY (INCLUDING FOR NEGLIGENCE): TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUYER HEREBY
AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL LOSSES,
DAMAGES, INJURIES, CLAIMS, CAUSES OF ACTION, LIABILITIES, DEMANDS AND EXPENSES (INCLUDING REASONABLE
ATTORNEY FEES AND OTHER LEGAL EXPENSES) OF WHATSOEVER KIND AND NATURE, INCLUDING WITHOUT
LIMITATION THOSE ARISING FROM INJURY TO, OR ILLNESS OR DEATH OF ANY PERSON AND FOR ALL DAMAGE TO,
LOSS OR DESTRUCTION OF PROPERTY, (COLLECTIVELY, “LOSSES”), RELATED TO OR ARISING OUT OF THIS
AGREEMENT OR THE DELIVERY, INSTALLATION, USE, OPERATION OR CONSUMPTION OF PRODUCTS, ANY BREACH OF
WARRANTY OR THE FAILURE OF EITHER PARTY TO FULLY PERFORM THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION ANY SUCH LOSSES ARISING IN OR FROM CONTRACT, TORT, STRICT LIABILITY, OR PRODUCT
LIABILITY OR CAUSED OR OCCASIONED BY ANY NEGLIGENT ACT OR OMISSION OF SELLER, WHETHER SOLE,
JOINT OR CONCURRENT. This Indemnity Provision is a material part of this Agreement, supported by and in consideration of a
reduction in the purchase price. In this Indemnity Provision, “Seller” means Seller, its parent, subsidiaries, affiliates, directors, officers,
agents, representatives, employees, subcontractors, invitees and licensees.
13. DEFAULT: On any material breach of this Agreement by Buyer, including without limitation any failure of Buyer to make payments
when due, each such being an event of default, Seller will be entitled to terminate this Agreement, to all remedies provided by law or equity, including without limitation its direct damages measured by lost profits as a volume seller. Any non-refundable down payment required by this Agreement is less than the amount of Seller’s damages in the event Buyer breaches its obligation to take delivery of Goods when tendered or to pay in full any amounts due.
14. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL HAVE ANY
LIABILITY TO THE OTHER FOR ANY INCIDENTAL, RESERVOIR, POLLUTION, SPECIAL, EXEMPLARY, INDIRECT OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE, REVENUES, PROFITS OR OTHER
OPPORTUNITIES, ARISING FROM THE PURCHASE OR SALE OF PRODUCTS, THE USE, OPERATION OR CONSUMPTION
OF PRODUCTS, ANY BREACH OF WARRANTY OR THE FAILURE OF EITHER PARTY TO FULLY PERFORM THIS
AGREEMENT, EVEN IF A PARTY WAS AWARE OF THE POSSIBILITY OF THE OTHER PARTY SUSTAINING SUCH
DAMAGES, AND EVEN IF THE REMEDY PROVIDED HEREIN FOR A BREACH FAILS OF ITS ESSENTIAL PURPOSE OR A
BREACH IS TOTAL AND FUNDAMENTAL, AND EACH PARTY WAIVES THE APPLICATION OF ANY DECEPTIVE TRADE
PRACTICES OR CONSUMER PROTECTION LAW. SELLER’S MAXIMUM LIABILITY FOR ANY CLAIM BY BUYER SHALL
NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS ON WHICH THE CLAIM IS BASED.
15. EXPORTS: Seller reserves the right to rescind this Agreement, without any liability of Seller to Buyer, if at any time it reasonably believes that Products are intended to or will be shipped, exported or re-exported, directly or indirectly, to any country, person or other entity in contravention of any laws, regulations or administrative orders of the United States or any other jurisdiction to which Seller is subject (a “Contravening Export”). Any actual intention or attempt on the part of the Buyer to effect a Contravening Export will constitute a material breach of this Agreement. Buyer is required to identify the end use, end user, and country of final destination for Products included in this Agreement. Buyer warrants that, with respect to transactions related to this Agreement, it has not committed, and will not commit, any violation of the US Foreign Corrupt Practices Act or any other anti-corruption statute.
16. ASSIGNMENT: Neither Party may assign any of its rights or delegate any of its duties under this Agreement, voluntarily or
involuntarily, by merger, consolidation, dissolution, operation of law or any other manner without the express written consent of the other,
which shall not be unreasonably withheld but without which any attempted or purported assignment or delegation is void. This Agreement
binds and benefits both Parties and their respective permitted successors and assigns but does not confer any rights or remedies on any other person.
17. WAIVER: The waiver by Seller of any breach of the provisions of this Agreement shall not be deemed to be a waiver of any subsequent breach of a like or different nature. The failure by Seller to enforce any provision of this Agreement shall not be deemed a waiver of that provision.
18. DISPUTE RESOLUTION: TO THE EXTENT PERMITTED BY LAW, THE PARTIES KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR
COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS IT CONTEMPLATES.
19. INTERPRETATION AND VENUE: The Parties waive the application of the Convention on Contracts for the International Sales of
Goods to this Agreement. The laws of the State of Texas (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement, including without limitation, its validity, interpretation, construction, performance and enforcement. Venue for any action arising out of or relating to this Agreement shall be in Harris County, Texas; and the Parties waive any claim of an inconvenient forum. Section headings are provided for convenience only.
20. SURVIVAL: The warranty, indemnity, limitation of liability, dispute resolution and interpretation and venue provisions herein survive the termination of this Agreement.
21. ENTIRE AGREEMENT: This Agreement contains the entire agreement of the Parties and incorporates any prior agreements or understandings, whether written or oral, to the extent the Parties intend such to be incorporated. No writing henceforth exchanged between the Parties will be effective to amend or supplement this Agreement, except that such writing expressly refers to this Agreement and is signed by both Parties.
2023