We serve the widest
customer base in the industry.

GENERAL TERMS AND CONDITIONS (SUPPLY OF GOODS OR SERVICES)

1. DEFINITIONS
Advice: assistance, information, opinion, recommendation or advice concerning,
or in connection with connections, accessories, Goods or Services (including,
without limitation, string design, material selection, torque and drag analysis,
fatigue analysis and any other analysis or calculus either simple or complex such
as finite element analysis related to tubular material, body, connections or both).
Affiliate: of any specified person: any other person directly or indirectly
controlling or controlled by or under direct or indirect common control with such
specified person. For the purposes of this definition, control when used with
respect to any specified person means the power to direct the management and
policies of such person directly or indirectly, through the ownership of voting
securities or the right to elect the majority of the members of the board of directors
of such person; and the terms controlling and controlled have meanings correlative
to the foregoing.
Agreement: the contract relating to the sale of Goods or performance of Services
binding the Parties upon Customer’s express or implied acceptance of Supplier’s
commercial offer/quotation (Supplier’s proposal terms including these Terms for
the sale of Goods or performance of Services).
Confidential Information: any confidential, non-public information,
documentation, research and development information, technologies, intellectual
properties, software, patents, trade secrets, proprietary information, technical or
non-technical information or data in written, oral, tangible or intangible form
including information stored in or transmitted by computer disc, electronic
transmission or other storage or transmission medium, in whatever form or
medium provided, consisting of, without limitation, the following: Supplier’s, its
subcontractor’s and/or its or their Affiliates’ business or operations information,
records or data; engineering or technical data; lists or sources of potential
customers; product pricing lists, profit margins, price structure and data, including
production, manufacturing, shipping and related cost information; business plans
and development strategy; software (including engineering and technical
software), formulas, patterns, designs, concepts, drawings, specifications, methods
or plans relating to the business and operations of Supplier, its subcontractor’s
and/or its or their Affiliates and all technology, intellectual property (whether
protected by patent or copyright or not), data, information, or software, in any
form whatsoever including information relating to the activities of Supplier, its
subcontractor’s and/or its or their Affiliates; and all information generated by
Customer which is derived from, contains, reflects, or incorporates the foregoing.
Customer: the person to whom Goods or Services are provided under the
Agreement, including its successors and assigns.
Goods: the goods to be provided in accordance with the Agreement.
Intellectual Property: all rights over inventions, patents, utility models, copyright
and related rights, trademarks, service marks, trade names, domain names,
industrial designs, computer software, databases, integrated circuit topographies,
confidential information, know-how, trade and industrial secrets, and any other
intellectual property rights, in each case whether registered or unregistered and
including all applications for and renewals, continuations, substitutions,
revalidations, reissues or extensions of such rights, and all similar or equivalent
rights or forms of protection in any country or region of the world.

NORM: naturally occurring radioactive material.
Order: the document issued by Customer requesting the supply of Goods or the
performance of Services.
Order Acknowledgment: the acknowledgment form containing these Terms
delivered by Supplier to Customer in response to an Order.
Parties: collectively, Customer and Supplier.
Services: the services to be provided as specified in the Agreement. Services do
not include technical running assistance or running services, or, unless agreed
otherwise, threading services.
Supplier: the company providing Goods or Services under the Agreement.
Terms: these general terms and conditions for the supply of Goods or performance
of Services.

2. ENTIRE AGREEMENT
2.1 The Agreement represents the entire agreement of the Parties in relation to the
sale of Goods or the performance of Services, and supersedes any and all prior
agreements with respect to the subject matter thereof. Customer’s acceptance of
Supplier’s offer or quotation containing these Terms, or receipt of an Order
Acknowledgement without giving written objection thereto within documentation,
research and development information, technologies, intellectual five (5) business
days from receipt of the same shall constitute acceptance by Customer of the
Agreement.
2.2 No representations other than those set forth in the Agreement shall be
deemed made. Any conflicting terms contained in any written document
(including any correspondence between Customer and Supplier), unless
incorporated herein by a typed or handwritten addition hereto expressly accepted
by an authorized Supplier representative or a document signed by an authorized
Supplier representative making reference to this clause, are expressly rejected,
shall be of no force or effect and these Terms shall apply. Supplier’s failure to
object to provisions contained in any communication from Customer will not be
deemed a waiver of the provisions of these Terms.

3. APPLICABILITY
These Terms shall apply to all sales of Goods or performance of Services agreed
with Customer, unless expressly provided otherwise in writing.

4. DELIVERY, VARIATIONS AND SPECIFICATIONS
4.1 Each delivery term used in the Agreement or otherwise by the Parties in the
course of their dealings with one another shall have the respective meaning
specified for each of those terms by Incoterms 2020, the International Chamber of
Commerce official rules for the interpretation of trade terms published in 2020.
Unless otherwise mutually agreed in writing by the Parties, delivery of Goods
(including third-party products on which Services were performed under the
Agreement) shall occur FCA (Supplier’s named facility), whereby Supplier shall
load Goods (including third-party products, as applies) on the means of transport.
In the event that it becomes impossible to deliver Goods within the agreed terms,
the Parties shall make their best efforts to agree on new delivery terms. If,
however, Goods are stored at the request of Customer, they shall be deemed
delivered upon arrival at the storage site (which may be Supplier’s facility) and
full payment shall be made in accordance with Article 6. In addition, Customer
shall pay Supplier reasonable storage charges calculated at the market rate.
Customer shall be responsible and pay any taxes assessed on the Goods after
delivery to the storage site, in accordance with Article 7. Any accumulated and
unpaid storage charges are payable before Goods are removed from storage.
4.2 All Goods to be delivered under the Agreement will be subject to tolerances
and variations consistent with usual trade practices regarding dimensions,
straightness, section, composition and mechanical properties as well as normal
variation in surface and internal conditions and quality.

5. TITLE AND RISK
5.1 Title, risk of loss, destruction or damage, to Goods will pass from Supplier to
Customer upon delivery of Goods to Customer in accordance with Article 4.
5.2 In the event that Supplier is requested by Customer to leave the trailer and
Goods at the delivery destination, the Customer will assume all risk and costs in
connection with any and all damage to the trailer or Goods during such time.
5.3 If Customer has requested that Supplier store their own pipe on Supplier’s
premises, or in any way delays the original delivery time, title to said goods shall
pass to Customer upon initiation of such storage or delay and all associated
liabilities including, but not limited to, risk of loss or damage shall remain the
responsibility of the Customer.

6. PAYMENT
6.1 Except as otherwise provided in the Agreement, Supplier may invoice
Customer upon delivery of Goods or performance of Services, and Customer shall
pay Supplier within thirty (30) days of the date of Supplier’s invoice. Except as
otherwise provided in the Agreement, any amounts owed hereunder by Customer
shall be paid by check or wire transfer, in immediately available funds, to the
bank account designated by Supplier in the invoice.
6.2 All Orders and deliveries are subject to the determination of Customer’s
creditworthiness by Supplier at its sole discretion. In addition, Supplier shall at all
times be entitled to require from Customer all payment guarantees it may deem
necessary.
6.3 Interest shall accrue on the unpaid portion of the invoice at a rate of one and
one-half percent (1.5%) per month (18% per annum), or, if lower, the highest rate
permitted by law on past due accounts. Interest shall be compounded on a
monthly basis.
6.4 In addition to the remedies set forth in Article 6.3, in the event of
non-payment and/or unauthorized cancellation of the Agreement by Customer,
Customer agrees to pay to Supplier: (i) all costs of collection and incidental
damages incurred by Supplier, including, but not limited to, reasonable attorneys’

fees and expenses; (ii) any charges, expenses or commissions incurred in stopping
delivery, including, but not limited to, manufacturing mill cancellation and/or
suspension charges and liquidated damages; (iii) additional transportation charges;
and, (iv) Supplier’s net additional expense incurred for the care and custody of
Goods in connection with their return or resale. Supplier shall maintain a purchase
money security interest in Goods for any portion of the purchase price not paid at
the time of delivery and shall retain this interest until Customer has paid the full
purchase price. Supplier may apply any payment by Customer to any past due
indebtedness. In the event of any claim or legal action brought by Customer for
any cause whatsoever, Customer shall have no rights of retention or set-off. In
addition, in the event of a payment default hereunder, Supplier shall have all rights
available at law to assert and file liens on the properties of Customer to which
Goods and Services were provided.
6.5 In the event that Supplier is requested by Customer to leave the trailer and
Goods at the delivery destination, as noted in Article 5 above, Supplier has the
right to bill Customer for the full amount of material shipped within 48 hours of
original delivery time. Additionally, to the extent that the trailer has not been
returned within 30 days, Supplier has the right to invoice the Customer for said
trailer at such time.

7. TAXES
Any taxes, including, but not limited to sales, use, excise, Goods and Services Tax
(GST) and Value Added Tax (VAT), that Supplier is required to collect or pay
with respect to the sale, shipment or delivery of Goods, or the provision of
Services, pursuant to the Agreement are the responsibility of Customer, and
Customer agrees to either provide Supplier with written proof of exemption from
such taxes, pay such taxes directly or reimburse Supplier should Supplier be
required by law to collect and remit such charges.

8. INSPECTION, CLAIMS AND RETURNED GOODS
8.1 ABSENT SUPPLIER AUTHORIZATION (I) THE AGREEMENT IS
NONCANCELLABLE; AND (II). UNDAMAGED AND CONFORMING
GOODS OR SERVICES ARE NOT RETURNABLE. IF CUSTOMER
WRONGFULLY REJECTS, OR, REVOKES ITS ACCEPTANCE OF
UNDAMAGED OR CONFORMING GOODS OR SERVICES, OR, DOES NOT
PROVIDE EVIDENCE OF THE ALLEGED DAMAGE OR
NON-CONFORMANCE WITHIN THE CLAIM PERIOD, SUPPLIER SHALL
HAVE THE RIGHT TO RECOVER ALL COSTS AND EXPENSES
INCURRED AS A CONSEQUENCE OF, OR, IN CONNECTION WITH SUCH
CLAIM.
8.2 Supplier may, at its sole discretion and unless stated otherwise on the face of
any Order Acknowledgement attached to the face hereof, authorize returns up to
90 days from date of delivery and issue a: (i) 90% credit for material returned in
new, prime condition with thread or storage compound applied to both ends of
joint and both pin and box protectors installed (“Prime Material”); provided, that,
any non-Prime Material will be considered Thread Reject Material; (ii) 50% credit
for American Petroleum Institute Thread Reject Material; (iii) scrap credit of $100
per ton for all premium and semi-premium Thread Reject Material; or (iv) scrap
credit of $100 per ton for used material. Any credit issued hereunder, may, at
Supplier’s sole discretion, be less any necessary repair charge. Unless agreed
otherwise, Customer shall, at its sole cost and risk of loss, deliver any authorized
return to Supplier’s stocking location. Supplier reserves the right to deduct any
inspection and/or transportation charges incurred by Supplier from any such
credit.
8.3 Customer shall (i) inspect Goods for transportation-related damage or
shortage immediately upon delivery; (ii) describe any such damage or shortage on
the bill of lading; and (iii) immediately report the damage or shortage to Supplier
and transporter’s local representative (if any). Customer may not reject or revoke
the acceptance of Goods or fail to make payment for Goods without filing a claim
with proof of such damage or non-conformance. The claim must include
photographs and a copy of the original bill of lading signed by Customer noting in
detail the claimed damage or non-conformance.
8.4 Customer shall provide written notice of non-transportation-related claims
within five (5) days from the date of discovery of any hidden damage or
non-conformance or from the date on which a diligent purchaser should have
discovered the hidden damage or non-conformance; and within fifteen (15) days
from the date of delivery of Goods in case of patent damage or non-conformance.
Failure to give written notice within the aforesaid period shall release Supplier
from any liability thereof.
8.5 Customer agrees to set aside, protect and hold such damaged or
non-conforming Goods, at Customer’s sole cost, for thirty (30) days. After thirty
(30) days, Customer will take a credit for any such Goods not removed from
Customer’s property and to the extent the Goods remain on Customer’s property, a
storage charge may be billed to Supplier in an amount equal to the rate as stated
in Section 6.3 hereof on the invoiced value of the damaged or non-conforming
Goods.
8.6 Upon notification that Customer wishes to make a return for damaged or
non-conforming Goods, Customer shall submit its proofs of claim to Supplier, as
well as any additional information that Supplier may reasonably require to
establish the validity of the claim. Supplier reserves the right to require the
submission of a sample of the damaged or non-conforming Goods.
8.7 All third party inspection charges are for Customer’s account.

9. WARRANTY
9.1 Subject to the limitations hereafter set forth, Supplier warrants that:
(i) Goods manufactured and Services performed by Supplier will meet
specifications set forth in the Agreement, and be free from defects in
materials and workmanship for a period of twelve (12) months from
delivery;
(ii) Supplier shall have no warranty obligations with respect to Goods
manufactured or Services performed by third parties, including, but not
limited to: accessories or modified tubing or casing; provided, to the
extent transferrable, Supplier will assign any third party warranties to
Customer.
9.2 EXCEPT FOR THE WARRANTIES CONTAINED HEREIN, NEITHER
SUPPLIER NOR ITS SUBCONTRACTORS MAKE ANY OTHER
WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY, RESULT, NON-INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTIES
ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR
USAGE OF TRADE. THE WARRANTIES CONTAINED IN THIS ARTICLE 9
ARE IN LIEU OF ALL OTHER WARRANTIES, TERMS,
REPRESENTATIONS, GUARANTEES OR LIABILITIES, WHETHER ORAL,
WRITTEN, EXPRESS, IMPLIED OR STATUTORY, AND SUCH OTHER
WARRANTIES, TERMS, REPRESENTATIONS, GUARANTEES OR
LIABILITIES, BASED IN LAW, STATUTE, COMMON LAW, CONTRACT,
TORT, EQUITY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION,
STRICT LIABILITY AND NEGLIGENCE) ARE DISCLAIMED. SUPPLIER’S
(INCLUDING ITS SUBCONTRACTOR’S) WARRANTY OBLIGATIONS
HEREUNDER, AND CUSTOMER’S REMEDIES (EXCEPT AS TO TITLE)
ARE SOLELY AND EXCLUSIVELY AS STATED IN THIS ARTICLE 9.
9.3 CUSTOMER ACKNOWLEDGES AND AGREES THAT SHOULD
SUPPLIER, ITS AFFILIATES OR SUBCONTRACTORS PROVIDE ANY
ADVICE, SUCH ADVICE SHALL NOT BE INTENDED TO CONSTITUTE
PROFESSIONAL OR ANY OTHER TYPE OF ADVICE AND SHALL BE
PROVIDED ON AN AS-IS BASIS. IF ANY ADVICE IS PROVIDED BASED
ON INFORMATION DELIVERED BY CUSTOMER, SUPPLIER SHALL NOT
INDEPENDENTLY VERIFY SUCH INFORMATION. CUSTOMER
ACKNOWLEDGES AND AGREES THAT NEITHER SUPPLIER NOR ITS
AFFILIATES OR SUBCONTRACTORS MAKE ANY REPRESENTATION
OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE, MERCHANTABILITY OR RESULT OR AS TO THE
AVAILABILITY, ACCURACY, RELIABILITY OR COMPLETENESS OF
ANY ADVICE PROVIDED. ALL WARRANTIES, TERMS,
REPRESENTATIONS, GUARANTEES OR LIABILITIES, WHETHER ORAL,
WRITTEN, EXPRESS, IMPLIED, AT LAW, STATUTE, COMMON LAW, IN
CONTRACT, IN TORT, EQUITY OR OTHERWISE (INCLUDING,
WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE) ARE
DISCLAIMED. NEITHER SUPPLIER NOR ITS AFFILIATES OR
SUBCONTRACTORS ASSUME ANY LIABILITY OF ANY KIND FOR ANY
LOSS, DAMAGE OR INJURY RESULTING FROM, OR IN CONNECTION
WITH ANY ADVICE PROVIDED OR THE USE THEREOF.
9.4 Liability of Supplier (including its subcontractors) under this warranty shall
be limited, at Supplier’s election, to (i) repair (ii) replacement of Goods (iii)
reperformance of Services or (iv) credit for non-conforming Goods or Services
that were manufactured or performed by Supplier.
9.5 Products not manufactured, or, services not performed by Supplier, are
guaranteed in the manner and to the extent guaranteed by the actual guaranteed in
the manner and to the extent guaranteed by the actual manufacturer or service
provider, and then only to the extent that Supplier is reasonably able to
enforce it.

9.6 Neither Supplier nor its subcontractors shall have any warranty obligations
with respect to any Good, or part thereof, which: (i) is normally consumed in
operation, (ii) has a normal life inherently shorter than the warranty period
specified herein, (iii) is not properly stored, installed, maintained or repaired, or
is modified other than pursuant to Supplier’s instructions or approval, (iv) is
provided used and/or “as is ” or or (v) has been subjected to any other kind of
detrimental exposure, or has been involved in an accident for which Supplier
could not be responsible.
9.7 To the extent that Goods delivered hereunder were purchased by Supplier
from a third party (“Third Party Provider”), Customer shall save, defend,
indemnify and hold Supplier and the Third Party Provider harmless for any and all
demands, claims, suits, damages, losses, judgments and liabilities, including, but
not limited to, reasonable attorneys’ fees, expenses and other costs of litigation,
fines, penalties or assessments asserted against Supplier or Third Party Provider,
in excess of the limitations and exclusions of liability and warranties set forth
under this Agreement.

10. REMOVAL, DISPOSAL OR TREATMENT SERVICES
Neither Supplier nor its subcontractors are required to provide removal, disposal
or treatment services for any part of Goods, including, but not limited to,
couplings, connections, accessories, thread protectors, or any additions to the
same. If Customer requests Supplier to provide such services, Customer and
Supplier shall negotiate in good faith the terms and conditions of a separate
written agreement for such services.

11. TERMINATION FOR DEFAULT
11.1 In the event that (i) Customer becomes voluntarily or involuntarily the
subject of proceedings under any bankruptcy or insolvency law, or other legal
procedure for the relief of financially distressed debtors, or is unable, or, admits in
writing its inability, to pay its debts as they mature, or takes or suffers any action
for its liquidation or dissolution, or has a receiver or liquidator appointed for all or
any part of its assets, or (ii) Supplier, in its sole but reasonable judgment,
otherwise deems itself to be insecure, then Supplier will be entitled to
immediately terminate all Agreements with Customer by giving it written notice
of termination.
11.2 If Customer defaults in any of its obligations under the Agreement, Supplier
shall be entitled to immediately (i) terminate totally or partially its obligations
under the Agreement and any other agreements with Customer or (ii) suspend
totally or partially deliveries of Goods or performance of Services under the
Agreement and any other agreements with Customer.
11.3 Any legal action arising from the Agreement, based on any grounds
whatsoever, must be brought by Customer within twelve (12) months from the
date of delivery to Customer of the respective Goods or performance of the
respective Services.
12. LIABILITIES AND INDEMNITIES
12.1 Customer acknowledges that it has a superior knowledge of the ultimate use
of Supplier’s Goods or Services and Customer acts as a learned intermediary in
regards to such ultimate use. Customer shall save, defend, indemnify, and hold
Supplier (and its successors and assigns) harmless, and their respective directors,
officers, employees and agents from and against all demands, claims, suits,
damages, losses, judgments and liabilities of whatever kind or nature, including,
without limitation, reasonable attorneys’ fees, expenses and other costs of
litigation, fines, penalties or assessments asserted against or suffered by the
indemnitees by reason of, arising out of, or in any way related to, Customer’s use
(or any subsequent end-user’s use) of Supplier’s Goods or Services, or Customer’s
negligence or willful misconduct. Without limitation, Customer’s obligation to
save, defend, indemnify and hold indemnitees harmless shall exist with respect to
accidents, occurrences, disease, injuries to persons (including death),
environmental or other property damage, property or economic losses, and
violation of applicable law or regulation.
12.2 SUPPLIER’S LIABILITY, IN EXCESS OF THE COST TO REPLACE OR
REPAIR NON-CONFORMING GOODS AND SERVICES (IF ANY), FOR
DAMAGES, COSTS, EXPENSES AND LOSSES HOWEVER ARISING FROM
OR RELATED TO THE FULFILLMENT OR THE NON-FULFILLMENT OF
THE AGREEMENT, WHETHER BASED IN LAW, STATUTE, COMMON
LAW, CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE LIMITED
TO THE COMPENSATION OF DIRECT DAMAGES, COSTS, EXPENSES
AND LOSSES AND SUCH COMPENSATION SHALL BE LIMITED TO THE
GREATER OF (I) THE INVOICED VALUE OF SUCH NON-CONFORMING
GOODS AND SERVICES OR (II) THE AMOUNT OF INSURANCE
PROCEEDS ACTUALLY RECEIVED BY SUPPLIER.
12.3 NEITHER PARTY SHALL BE LIABLE FOR DAMAGES FOR LOSS OF
PROFITS, INCOME, REVENUE OR PRODUCTION, NOR ANY OTHER
INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL
DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODS OR
OTHER PRODUCTS, FINANCIAL LOSS, COST OF CAPITAL, COST
INCURRED IN CONNECTION WITH LABOR, OVERHEAD, GENERAL
ADMINISTRATION, TRANSPORTATION, SUBSTITUTE FACILITIES,
SUPPLY SOURCES) OR OTHER SIMILAR DAMAGES, WHETHER ANY
SUCH LIABILITY WOULD BE BASED IN LAW, STATUTE, COMMON
LAW, CONTRACT, TORT, EQUITY OR OTHERWISE.
12.4 IN NO EVENT SHALL SUPPLIER BE LIABLE FOR (I) POLLUTION,
CONTAMINATION OR RADIATION DAMAGE (INCLUDING THE COST
OF CONTAINMENT, CLEANUP AND DISPOSAL), AND (II) SUBSURFACE
LOSS OR DAMAGE, INCLUDING LOSS OF OR DAMAGE TO ANY
RESERVOIR, FORMATION, STRATA, WELL, OR BOREHOLE OR
IN-HOLE EQUIPMENT, OR IMPAIRMENT OF ANY PROPERTY RIGHT TO
WATER, OIL, GAS OR OTHER MINERAL SUBSTANCES, AND (III)
DAMAGE, LOSS OR DESTRUCTION, OR PERSONAL INJURY OR DEATH
ARISING ON THE SURFACE AS A RESULT OF SUBSURFACE
OCCURRENCE (INCLUDING DAMAGE TO OR LOSS OR DESTRUCTION
OF ANY EQUIPMENT, DRILLING RIG, PLATFORM OR OTHER FIXED OR
FLOATING STRUCTURE AT OR AROUND THE WELL SITE), AND (IV)
KILLING OR REGAINING CONTROL OF A WILD WELL, OR
REDRILLING, REWORKING OR FISHING (INCLUDING THE COST
THEREOF).
12.5 In no event shall Supplier be responsible for retrieving damaged or
non-conforming Goods, delay or curtailment of operations, pollution or cost of
dismantling and removal of Goods to be repaired or replaced, resulting from
non-conforming material, faulty workmanship or otherwise.
12.6 Should Goods (including third-party products on which Services were
performed under the Agreement) be subjected to transformation including
mechanical and technical procedures other than by Supplier, Customer shall save,
defend, indemnify and hold Supplier harmless from, against, for and in respect of
any loss, liability, claim, damage asserted or incurred by Customer or a
third-party by reason of any defects in Goods (or third-party products, as applies)
attributable to such transformation.
12.7 CUSTOMER SHALL SAVE, DEFEND, INDEMNIFY AND HOLD
SUPPLIER HARMLESS FROM, AGAINST, FOR AND IN RESPECT OF ANY
CLAIM, LOSS, LIABILITY OR DAMAGE (INCLUDING CONSEQUENTIAL
OR INCIDENTAL) ASSERTED AGAINST SUPPLIER BY ANY
THIRD-PARTY: (I) IN EXCESS OF THE LIMITATIONS OF LIABILITY SET
FORTH UNDER THESE TERMS; OR, (II) DUE IN WHOLE OR IN PART TO
THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OTHER
SUPPLIER OF PRODUCTS UPON WHICH SERVICES ARE PERFORMED.
12.8 If Supplier receives a claim for which Customer is obligated to provide
indemnification under this Article 12, Supplier shall notify Customer of such
claim and Customer shall provide Supplier with the sums necessary to discharge
the amounts payable by Supplier (including reasonable attorneys’ fees and all
expenses and costs related thereto).
12.9 Customer acknowledges that these Terms include provisions for the
indemnification or exoneration of Supplier against the consequences of its own
negligence or fault, and agrees that these Terms comply with the express
negligence rule, are conspicuous and afford fair notice.
12.10 The limitations and exclusions of liability hereunder shall extend to
Supplier’s subcontractors.

13. INTELLECTUAL PROPERTY INDEMNITY
13.1 In case Goods and Services are alleged to infringe or misappropriate
third-party’s Intellectual Property, Supplier shall then at its own expense and
option: (i) procure for Customer the right to continue using Goods and receiving
Services; (ii) replace or modify Goods and Services so that they do not infringe or
misappropriate third-party’s Intellectual Property; (iii) await a final decision by a
court of competent jurisdiction so as to take at Supplier’s sole option one or more
of the actions under (i) and (ii).
13.2 Customer warrants that it shall save, defend, indemnify and hold Supplier
(and its successors and assigns) harmless, and their respective directors, officers,employees and agents, from and against all demands, claims, suits, damages,
losses, judgments and liabilities of whatever kind or nature, including, without
limitation, reasonable attorneys’ fees, expenses and other costs of litigation, fines,
penalties or assessments asserted against or suffered by Supplier by reason of,
arising out of, or in any way related to, any actual or alleged infringement of
Intellectual Property which might arise out of information, instructions, designs or
specifications provided by Customer, regardless of the form in which such
information, instructions, designs or specifications are communicated, and even if
the demands, claims, suits, damages, losses, judgments, liabilities, expenses and
costs result from the sole or concurrent negligence of Supplier (including its
subcontractors).
13.3 In no event shall Supplier be responsible for any actual or alleged Intellectual
Property infringement directly or indirectly based on or arising out of products
manufactured by third-parties, or Supplier’s non-proprietary products, or services
not performed by Supplier.

14. MILL TEST CERTIFICATES
Customer agrees that it will not alter, remove, tamper or otherwise improperly
deal, nor will it allow any third-party to alter, remove, tamper or otherwise
improperly deal, the trade-marks, mill certification numbers, mill test certificates
or any other stencil information coming into the possession or custody of
Customer in connection with the Agreement. Should Customer breach in any way
the provisions under this Article 14, Supplier shall be entitled, in addition to any
other remedy it may be entitled at law or equity, to immediately terminate the
Agreement without any liability whatsoever towards Customer. Customer agrees
that it will maintain a complete, clear and accurate record of its activities in
relation to Goods purchased under the Agreement. Supplier shall have the right to
inspect and audit all such books and records and make copies thereof, provided,
however that the information obtained will only be used to enforce Supplier’s
rights and determine whether Customer is in compliance with the terms and
conditions of this Agreement. Any such audit shall be conducted upon not less
than seven (7) days’ notice at Customer’s offices during regular business hours and
in such a manner as not to unreasonably interfere with Customer’s normal
business activities. However, if Customer alters the Goods and the stencils are
removed, Customer will replicate stencils immediately. Goods with illegible
stencils provided by Supplier to Customer will be set aside by Customer. Supplier
will have seven (7) days after notification of illegible stencils to restencil said
Goods. Payment terms will begin after legible stenciling is performed.

15. FORCE MAJEURE
The Agreement is subject to price, delivery or quantity adjustment and/or
cancellation, at Supplier’s sole discretion, as a result of any governmental action,
trade investigation (including Section 232 of the U.S. Trade Expansion Act), trade
suit, tariff and/or any contingency beyond Supplier’s reasonable control,
including, but not limited to, acts of God or of the public enemy, acts of
government, war, mobilization, riots, fires, floods, unusually severe weather,
earthquakes, epidemics, pandemics, quarantine restrictions, sabotage, accidents,
strikes, freight embargoes, labor disputes or shortages, governmental laws,
ordinances, rules and regulations, whether valid or invalid (including, but not
limited to, priorities, requisitions, quotas, allocations, and price adjustment
restrictions), and inability to obtain or delay in obtaining material, equipment or
transportation. If, due to any such contingency, Supplier is unable to supply
Customer’s total demand for any goods specified in this contract, Supplier will
have the right to allocate its available supply among its customers and its
departments and divisions in its sole discretion. In the event of the occurrence of
any such contingency, under no circumstances will Supplier be obligated, in order
to enable it to deliver goods to Customer hereunder, to purchase goods from
sources other than those originally contemplated by Supplier.

16. ASSIGNMENT AND SUBCONTRACTING
Supplier may assign, license or subcontract to any of its Affiliates or
subcontractors all or any part of its rights and obligations under the Agreement
without Customer’s consent, provided Supplier remains liable as primary obligor
under the Agreement unless otherwise noted on the face of a purchase order
provided by Customer to Supplier. Customer may not assign or in any way
dispose of its rights or obligations under the Agreement without the prior written
consent of Supplier.
but not limited to the United Nations, United States, and European Union
regimes. Customer shall not make any disposition by way of trans-shipment,
re-export, diversion or otherwise, of Goods, except as said laws and regulations
may expressly permit, and no such disposition or transfer will be made other than
to the ultimate country of destination specified in the Order or as declared as the
country of ultimate destination on Supplier’s invoice. In the event any act or
omission or failure of Customer to act in compliance with the foregoing results in
Supplier, including its Affiliates, or any of the parties involved in the transaction
(Indemnified Parties) being subject to any governmental authority investigation or
violation of applicable laws, including, without limitation, the imposition of fines
and penalties, Customer shall reimburse all Indemnified Parties for and release,
defend, indemnify and hold harmless the Indemnified Parties (including banks
involved) against any claim, demand, liability, loss or damage imposed by the
applicable governmental authority arising from such an action, omission or failure
to act or as a result of Customer’s breach of its obligations under this Article 17.
Neither Supplier nor any of the Indemnified Parties assume any liability to
Customer or to any other person for Customer’s acts of non-compliance with
export control laws, sanctions, restrictive measures and embargoes.

18. CONFIDENTIALITY
18.1 Customer acknowledges that in connection with the sale of Goods or the
performance of Services, Customer has received or will receive from Supplier
certain proprietary and Confidential Information, which is of substantial
proprietary value to Supplier.
18.2 Customer agrees to hold in strict confidence, and not to disclose to
third-parties or use for any purpose other than the purpose of this Agreement, any
Confidential Information.
18.3 Customer shall be liable for any loss or damage to any Confidential
Information, and shall not be released from its obligations of confidentiality,
non-use and non-disclosure until and unless: (i) Confidential Information
becomes non-confidential information without any breach of this Agreement or
(ii) Supplier releases Customer from its confidentiality obligations hereunder by
written notice.
18.4 All technical documents developed by Supplier and to be provided to
Customer as part of the obligations assumed hereunder, including any copyright
therein, shall be the sole property of Supplier and shall always be treated as
Confidential Information.

19. SEVERABILITY
If any term or other provision of the Agreement is invalid, illegal or incapable of
being enforced by any rule of law or public policy, all other conditions and
provisions of the Agreement shall nevertheless remain in full force and effect so
long as the economic or legal substance of the transactions contemplated thereby
is not affected in any adverse manner to either Party hereto. Upon such
determination that any term or other provision is invalid, illegal or incapable of
being enforced, the Parties hereto shall negotiate in good faith to modify the
Agreement so as to affect the original intent of the Parties hereto as closely as
possible in an acceptable manner, to the end that the transactions contemplated in
the Agreement may be fulfilled to the extent possible.

20. DISPUTE RESOLUTION/GOVERNING LAW
The Agreement and its terms will be governed by and construed in accordance
with the laws of the State of Texas, excluding the United Nations Convention on
Contracts for the International Sale of Goods. Customer and Supplier agree that
any legal action or proceeding under or with respect to the Agreement shall be
brought in the courts of the State of Texas or the United States having jurisdiction
in Houston, Texas; and for the purpose of any such legal action or proceeding,
Customer hereby submits to the non-exclusive jurisdiction of such courts.
Customer hereby agrees not to raise and waives any objection or any defense
based upon (a) the venue of such courts; or (b) an inconvenient forum. Customer
also agrees not to bring any legal action or proceeding under or with respect to the
Agreement outside Houston, Texas, unless the courts of the State of Texas and
the federal courts having jurisdiction in Houston, Texas refuse or do not have
jurisdiction in the matter.

17. EXPORT CONTROL
Any sale hereunder shall at all times be in strict conformity with all relevant
export control laws and regulations, Customer shall at all times in connection with
the performance of this Agreement be in compliance with all economic sanctions
and export control regimes applicable to any party to the Agreement, including