Terms of Use

Terms And Conditions (Purchase)

GENERAL TERMS AND CONDITIONS FOR PURCHASE CONTRACTS

1. GENERAL: This Contract of Purchase (“Contract”) consists of this document and any documents attached hereto and/or referred to therein. In the event of any ambiguity or conflict among the terms and conditions of this Contract, the priority thereof shall be in accordance with the following sequence: (a) the face of this document; (b) the documents attached hereto and/or referred to therein; and (c) these General Terms and Conditions for Purchase Contracts. Any proposal or document provided by Seller for additional or different terms or attempt by Seller to vary any of the terms of this Contract shall not apply or become part of this Any effective modification to these General Terms and Conditions for Purchase Contracts shall be applicable to and valid for this Contract only.
2. DELIVERY: The obligations of Seller to provide Goods or Services in conformity with the delivery dates, specifications, quantities and any other terms specified on the face of this document or set forth or referred to herein is of the essence of this Contract. Seller shall properly pack, protect, label, mark and ship the Goods in accordance with the requirements and instructions of Buyer. If, under the terms of this Contract, Seller is to secure or arrange the transportation, Seller shall deliver the Goods on first class transportation vehicle owned and/or operated by carrier(s) of financial standing and of a type normally used for the transport of goods of the same type as the Goods. If Seller is obligated to procure and maintain insurance coverage with carriers under this Contract, it shall, at its sole expense, obtain and maintain insurance as agreed in this Contract and furnish to Buyer with the certified copies of all insurance policies or other evidence showing compliance with those insurance requirements within five (5) days of Buyer’s request. Immediately after the completion of the loading of the Goods, Seller shall provide Buyer with the original bill of lading or other carrier receipt for each shipment or delivery in accordance with the Buyer’s instruction and with a written notice of shipment or delivery, showing the number of this Contract, the name of the transportation vehicle, the port of shipment or destination of delivery, a description of the Goods and packing, the quantity loaded, the invoice amount and other essential particulars. Where quantities and/or delivery schedules are not specified, Seller shall deliver the Goods in such quantities and times as Buyer may direct in subsequent releases. Title to the Goods shall pass to Buyer at the time of delivery; provided, however, that if the Buyer is required to make one or more payments to Seller prior to delivery, title to the Goods shall pass to Buyer on payment of the first installment by Buyer. Buyer reserves the right, upon written notice to Seller at any time, (a) to terminate this Contract or cancel the purchase order therefor, in whole or in part, for Buyer’s convenience and/or (b) to make changes in any or all of the following: (i) specifications, descriptions, samples, drawings, and other data furnished or designated by Buyer to Seller (collectively “Specifications”) with respect to the manufacture, procurement or supply of any Goods or performance of any Services; (ii) method of shipment or packing of any Goods or performance of any Services; (iii) place of delivery of any Goods or performance of any Services. If delivery of Goods or performance of Services is not made in whole or in part within the time specified in this Contract or, if no time is so specified, within a reasonable time after the date of this Contract, Buyer reserves the right to reject such Goods and/or Services, without prejudice and in addition to any other rights and remedies that Buyer may have. Any provisions for delivery of Goods by installments shall not be construed as making the obligations of Seller severable.
3. PRICE; TAXES; AND PAYMENT: The price specified on the face of this Contract shall be firm and final and shall not be subject to any adjustment for increases in Seller’s costs, including, but not limited to, increases in the costs of labor, material or overhead, or any reason whatsoever. Buyer shall not be required to make payment for any Goods delivered to Buyer that are in excess of quantities specified in Buyer’s delivery schedules. All taxes, custom duties, fees, banking charges and/or other charges attributable to the Goods or Services, containers and/or documents (including but not limited to certificates of origin in the country of shipment or delivery) shall be borne and paid by Seller. No increase in the price is effective, whether due to increased material, labor or transportation costs, duties, tariffs or otherwise, without the prior written consent of Buyer. Buyer may withhold payment pending receipt of evidence, in such form and detail as Buyer may direct, of the absence of any liens, encumbrance and claims on the Goods and Services under this Contract.
4. INSPECTION AND ACCEPTANCE: Goods and Services are subject to inspection and approval by Buyer. Buyer reserves the right to reject or revoke its acceptance of all or part of any Goods or Services which are not in conformity with the Specifications, quantities or any of Seller’s express or implied warranties, conditions or representations required or applicable hereunder, or otherwise not in conformity with any terms and conditions of this Contract. Seller shall promptly reimburse Buyer for any costs incurred by Buyer in inspecting Goods or Services which are rejected or revoked. Goods not accepted will be returned to Seller at Seller’s risk and expense. Seller shall not have the right to replace or repair any Goods or Services not accepted except upon receipt of Buyer’s written replacement or repair order. Payment for any Goods or Services shall not be deemed as acceptance thereof. Notwithstanding the inspection or acceptance of the Goods and Services hereunder, Seller shall be liable for any latent defects of the Goods and Services.
5. WARRANTY AND PRODUCT LIABILITY: By accepting this order, Seller represents and warrants to Buyer that: (i) all Goods and Services will conform fully to the Specifications, will be merchantable, and will be free from any defects in design, material and workmanship; (ii) all Goods and Services will be fit and sufficient for the purposes intended by Buyer and/or end users; and (iii) all Goods and Services will be free and clear of all claims, liens and other encumbrances of any kind. Seller further agrees that this warranty shall survive acceptance of any Goods and Services and shall be in addition to any other express or implied warranties, conditions or representations of Seller, statutory or otherwise. Seller shall defend, indemnify and hold harmless Buyer, Buyer’s customers, users of Goods or Services and its or their respective officers and employees (collectively the “lndemnitees”) from and against any and all liabilities, losses, damages, penalties, claims, suits, actions, costs and expenses (including, without limitation, attorney’s fees on a full indemnity basis and disbursements) which may be incurred by, imposed on, brought against or suffered by any one or more of the lndemnitees in relation to or in connection with, in any way, the Goods or Services or any defect or malfunction thereof, including without limitation any claim or dispute with regard to personal injury, death or property damage. The warranty and indemnity set forth in this Section shall survive the termination of this Contract.
6. INTELLECTUAL PROPERTY: Seller represents and warrants that neither sale, lease, use, importation, exportation or other disposition of Goods by Buyer or any other lndemnitee nor performance of Services shall infringe on any patent, trademark, design, copyright or other intellectual property right (each an “Intellectual Property Right”) of any third party in the United States or any other country. Seller shall defend, indemnify, and hold harmless the lndemnitees from and against any and all liabilities, losses, damages, penalties, claims, suits, actions, costs, and expenses (including, without limitation, attorney’s fees on a full indemnity basis and disbursements) based upon, arising out of or otherwise in respect of any actual or alleged infringement of any Intellectual Property Right of any third party resulting from the sale, lease, use, importation, exportation or other disposition of Goods or the performance of Services.
7. FUTURE TRADE RESTRICTIONS: If, following the date of this Contract, (i) there shall be imposed any import, export or other restrictions on interstate or international trade or commerce or there shall be enacted or otherwise issued any law, regulation or order regulating or purporting to regulate any import, export or other restriction on interstate or international trade or commerce in any way, including, without limitation, any creation or increase (whether retaliatory or otherwise) of tariffs, import surcharges, antidumping or countervailing duties, fees or any other form of charges whatsoever, or the imposition of any import or export quota or embargo, and (ii) Buyer’s ability to perform this Contract is adversely affected thereby, or its underlying economic assumptions with respect to this Contract become inaccurate in any respect, Buyer shall have the option either (a) to terminate this Contract in whole or in part by written notice to Seller, without incurring any liability to Seller thereby, or (b) to require Seller to renegotiate, in good faith, for the purpose of adjusting equitably any of the terms and conditions hereof, in which event Seller shall promptly commence such renegotiations with Buyer.
8. TRADE RESTRICTIONS AND SANCTIONS: Upon the Buyer’s request at any time, Seller shall provide Buyer with a certificate of information with respect to the Goods or Services, the shipment thereof and other matters related to the transaction, in the form satisfactory to Buyer. Seller further represents and warrants to Buyer that the Goods or Services purchased under this Contract do not originate from a country subject to a U.S. trade sanction, according to the list published by the U.S. Office of Foreign Assets Control (“OFAC”), Department of the Treasury, at Internet address: treas.gov/ofac. In the event that Seller learns any fact that is contrary to the foregoing representations and/or warranties or that otherwise puts Buyer in violation of a U. S. trade sanction (the “Fact”), Seller shall immediately notify Buyer. Buyer shall, within three (3) business days of receipt of such notice, or within a reasonable time after Buyer learns the Fact through another means, notify Seller whether Buyer elects to terminate this Contract for cause with respect to the shipment at issue or instead to apply to OFAC for an appropriate license. In the event that Buyer applies for a license but OFAC fails for any reason to issue a license within a reasonable time following receipt of Buyer’s application, Buyer may elect to terminate this Contract, which shall be deemed a termination for cause. Seller shall reimburse Buyer for any loss resulting from market price movements calculated as the difference between the market price for the Goods or Services on the original delivery date under this Contract and that on the date of cancellation or date of delayed delivery (in the event that an OFAC license is obtained by Seller), as well as any other related costs or charges incurred by Buyer due to the cancellation or delay in performance.
9. COMPLIANCE WITH LAWS: Seller represents, warrants and covenants that it has complied and will continue at all times during the performance of this Contract to comply with, and that it has given and will continue during such period to give all stipulations and representations required by, all federal, state and local laws and regulations, including all export and import laws of all countries involved in the sale of the Goods under this Contract. Notwithstanding anything else stated in this Contract (including but not limited to Section 3), Seller covenants that all sales made hereunder are made in circumstances that will not give rise to the imposition of anti-dumping or countervailing duties under U.S. law (including but not limited to 19 U.S.C. § 1671 et seq. and 19 U.S.C. § 1673 et seq.), as amended, or comparable laws in such jurisdictions and/or any other country to which the Goods may be exported. To the fullest extent permitted by law, Seller will indemnify, defend and hold Buyer harmless from and against any costs or expenses (including any countervailing duties which may be imposed, any preliminary or final dumping duties that may be imposed, and any retaliatory duties which may be imposed) arising out of or in connection with any breach of this covenant. In the event that any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods that cannot be readily recovered by Buyer from Seller, Buyer may terminate this Contract with no further liability of any nature whatsoever to Seller hereunder. Seller further agrees, in connection with the performance of this Contract, not to discriminate against any employee or applicant for employment because of race, sex, religion, color, national origin, disability, covered veteran’s status or other protected classification as mandated by federal, state or local law. Unless exempted, Section 202, paragraphs 1 through 7 of Executive Order 11246, as amended, and the equal opportunity clauses as set forth in 41 C.F.R. 60-741.5 and 60-250.5, as amended, are incorporated herein by reference. Seller shall defend, indemnify and hold harmless the indemnitees from and against any and all liabilities, losses, damages, penalties, claims, suits, actions, costs, and expenses (including, without limitation, attorney’s fees and disbursements) which may be incurred by, imposed on, brought against or suffered by any one or more of the lndemnitees for or in relation to Seller’s failure to comply with any legal requirement.
10. DEFAULT: In the event that (i) any Goods or Services fail to conform to the warranties, conditions or representations specified in Section 5 of this Contract; (ii) Seller fails to make deliveries of the Goods or perform the Services at the time or otherwise in the manner specified in this Contract, (iii) Seller breaches any of the other terms and conditions of this Contract or any other contract with Buyer, (iv) Seller becomes insolvent, or a proceeding is instituted or commenced by or against Seller under any bankruptcy, insolvency or similar law, or a receiver, trustee or liquidator is appointed for Seller or any of its assets, or (v) Seller executes an assignment for the benefit of creditors, Buyer may, at its sole discretion, (i) terminate this Contract or any part thereof, (ii) reject the Goods or Services, (iii) dispose of the Goods or Services for the account of Seller at a time and price which Buyer deems reasonable, and/or {iv) purchase goods or services similar to Goods or Services elsewhere and charge Seller with any resulting loss or damage, without prejudice and in addition to any other rights or remedies available for Buyer under this Contract or at law, by statute or in equity. Seller shall reimburse Buyer for all losses or damages arising directly or indirectly from such events of default, including without limitation any costs and expenses such as dead freight, loss of profit obtainable from resale by Buyer of the Goods or Services and damage caused to any customer purchasing the Goods or Services from Buyer. Buyer may at any time terminate this Contract without cause, in whole or in part, by giving Seller a written notice of termination; provided that Buyer will reimburse Seller for actual costs reasonably incurred by Seller as a result of such termination, the amount of which shall be ascertained and agreed to by Seller and Buyer in writing.
11. REMEDIES; SET-OFF AND RECOUPMENT: The remedies herein reserved to Buyer shall be cumulative and in addition to any other or further remedies provided at law, by statute or in equity. In addition to any right of setoff or recoupment provided by law, all amounts due to Seller shall be considered net of indebtedness of Seller and its affiliates or subsidiaries to Buyer and its affiliates or subsidiaries, and Buyer shall have the right to setoff against or recoup from any amounts due to Seller and affiliates or subsidiaries to Buyer and its affiliates or subsidiaries.
12. APPLICABLE LAW AND RULES; AND SUBMISSION TO JURISDICTION: This Contract shall be governed by the laws of the State of Texas, without regard to the conflicts of laws principles thereof; provided, however, that if this Contract is made for the sale or delivery from Seller the address of which shown on the face of this document is outside the United States, the trade terms provided herein such as EXW, FAS, FOB, CIF or DOU shall have the meanings set forth in the lncoterms© 2000. Seller and Buyer hereby expressly exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods with respect to the sales covered by this Contract. Seller hereby irrevocably consents to the jurisdiction of the Federal and Texas State courts located in Houston, Texas in connection with any and all suits, actions or other proceedings arising out of or in relation to this Contract. SELLER SPECIFICALLY WAIVES ANY RIGHT TO A JURY TRIAL.
13. CONFIDENTIALITY: Seller shall not use any proprietary information received from Buyer hereunder (other than such information as is known to Seller or in public domain without the fault of Seller) for any purpose other than the performance of this Contract, and shall not disclose the same to any third party.
14. ENTIRE AGREEMENT; MODIFICATION; ASIGNMENT; AND WAIVER: This Contract, together with the Specifications, if any, constitutes the entire agreement between Buyer and Seller in respect of the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect thereto. Any alterations or modifications hereof shall be by mutual agreement of the parties and shall not be binding on Buyer unless agreed to by Buyer in writing. Seller shall neither assign any rights nor delegate any duties under this Contract without the prior written consent of Buyer. No claim or right of Buyer arising out of a breach of this Contract shall be discharged in whole or ln part by waiver or renunciation of such claim or right unless such waiver or renunciation is made by Buyer in writing. No delay on the part of Buyer in exercising any right hereunder shall operate as a waiver or renunciation thereof, nor preclude any further exercise thereof or the exercise of any other such right.

Terms And Conditions (Sales)

GENERAL TERMS AND CONDITIONS FOR SALES CONTRACTS

1. GENERAL: This Contract of Sales (“Contract”) consists of this document and any documents attached hereto and/or referred to therein. In the event of any ambiguity or conflict among the terms and conditions of this Contract, the priority thereof shall be in accordance with the following sequence: (a) the face of this document; (b) the documents attached hereto and/or referred to therein; and (c) these General Terms and Conditions for Sales Contracts. Any proposal or document provided by Buyer for additional or different terms or attempt by Buyer to vary any of the terms of this Contract shall not apply or become part of this Contract. To the extent that these terms and conditions are different than those in a purchase order provided by Buyer, these terms and conditions shall be deemed a counter-offer, and Buyer will be deemed to have accepted the counter-offer unless they cancel the order within seven (7) days of receipt. Any effective modification to these General Terms and Conditions for Sales Contracts shall be applicable to and valid for this Contract only.
2. PAYMENT AND TAXES: If, following the date of this Contract, the creditworthiness or financial responsibility of Buyer becomes or appears, in Seller’s sole judgment, to have become impaired or unsatisfactory to Seller, Buyer shall, upon demand by Seller, provide Seller with adequate assurance of Buyer’s due payment of the full Contract price in form and substance satisfactory to Seller. If Buyer fails to comply with such demand of Seller, such failure may be considered to constitute a repudiation of this Contract by Buyer with respect to Buyer’s performance not yet due, and Seller shall be entitled to the remedies set forth in Article 11 hereof, in addition to any other remedies available to Seller at law, by statute, in equity or otherwise. Unless otherwise expressly stated on the face of this Contract, the prices quoted herein do not include any sales, use, excise, ad valorem, receipts or like taxes, import duties, or any other duties or charges whatsoever currently or hereafter imposed by any governmental authority, and all such taxes, duties and other charges shall be borne by Buyer. Buyer shall pay the price specified on the face of this Contract without set-off, counterclaim, recoupment or other similar rights which Buyer may have against Seller, which rights shall be exercised in separate proceedings between Buyer and Seller. Any new, additional or increased freight rates, surcharges (bunker, currency, congestion or other surcharges), taxes, customs duties, export or import surcharges or other governmental charges, or insurance premiums, which may be incurred by Seller with respect to the Goods or Services after the conclusion of this Contract shall be for the account of Buyer and shall be reimbursed to Seller by Buyer on demand. If payment for the Goods or Services shall be made by a letter of credit, Buyer shall establish in favor of Seller an irrevocable letter of credit through a prime bank of good international repute immediately after the date of this Contract in a form and upon terms satisfactory to Seller. If Buyer fails to make payment, to establish a letter of credit or otherwise to perform its obligations hereunder, Seller may demand Buyer to provide, within a reasonable time stipulated by Seller, adequate assurance satisfactory to Seller of the due performance of this Contract. If Buyer fails to pay for the Goods or Services in accordance with this Contract, Buyer shall pay to Seller as liquidated damages and not as a penalty overdue interest at the rate of the lower of eighteen percent (18%) per annum or the maximum interest rate permitted by the applicable laws, calculated from the due date for such payment until the actual date of payment calculated on the 360 days a year basis for the actual number of days elapsed.
3. DELIVERY AND TITLE: Unless otherwise expressly provided for on the face of this Contract, Seller’s delivery of Goods to a carrier shall constitute due delivery of such Goods to Buyer. Upon such delivery, title to and risk of loss of the Goods shall pass to Buyer, subject to Seller’s right of stoppage in transit or otherwise. In the event Buyer fails to nominate its carrier, as applicable, Seller may, at its sole discretion and for Buyer’s risk and account, arrange for the transportation of the Goods to the Buyer’s place of business, without prejudice and in addition to any other rights and remedies Seller may have under this Contract or at law, in equity, by statute or otherwise.
4. INSPECTION AND ACCEPTANCE: Upon arrival of any Goods at the place to which such Goods shall have been shipped hereunder or upon performance of any Services by Seller at the place mutually agreed upon between the parties, Buyer shall immediately inspect such Goods or Services at its own cost, and if Buyer finds that such Goods or Services do not conform to their description in this Contract or any other terms and conditions hereof, Buyer shall, within fifteen (15) days after the arrival of Goods or completion of Services, give Seller a written notice specifying the details of the nonconformity. A failure of Buyer to give such notice to Seller within such period shall constitute an irrevocable acceptance of Goods or Services by Buyer. Seller shall have the right, following any rightful rejection, either to substitute conforming Goods or Services, or repair the same within a reasonable period of time after Seller’s receipt of the aforesaid notice from Buyer.
5. WARRANTY: (a) Seller warrants that the Goods or Services will conform to the description appearing on the face of this Contract. THERE IS NO WARRANTY, CONDITION OR REPRESENTATION, STATUTORY OR OTHERWISE, THAT GOODS OR SERVICES SHALL BE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE NOR IS THERE ANY OTHER WARRANTY, CONDITION OR REPRESENTATION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, EXCEPT SUCH AS IS EXPRESSLY SET FORTH IN THIS CONTRACT. (b) Buyer shall, in claiming a breach of Seller’s warranty, submit to Seller a written notice of claim containing full particulars of the claim and accompanied by reasonably adequate proof, within one (1) year from the date of delivery of such Goods or performance of such Services. Unless such notice is given within the said one (1) year period, Buyer shall be deemed to have waived all claims. (c) If the Goods or Services fail to meet Seller’s warranty, Seller shall, at its option, repair or replace such Goods or Services. This is the exclusive remedy of Buyer for any claim that the Goods or Services fail to meet the Seller’s warranty. (d) Buyer shall assume all risks and liabilities resulting from any use, process, consumption, resale or other disposition of the Goods delivered or Services performed under this Contract.
6. INTELLECTUAL PROPERTY: Seller makes no representation or warranty that the sale, use or other disposition of Goods or the performance of Services will not infringe on any patent, trademark, design, copyright or other intellectual property right (each an “Intellectual Property Right”) of any third party in the United States or any other country. Seller hereby disclaims all liability for any loss, damages, penalty, claim, suit, action, cost and expense (including, without limitation, attorney’s fees and disbursements) based on, arising out of or otherwise in respect of any actual or alleged infringement of any Intellectual Property Right of any third party resulting from the sale, use or other disposition of Goods or the performance of Services. In the event that any claim or dispute arises in connection with any allegation that the sale, use or other disposition of Goods or the performance of Services infringes upon any Intellectual Property Right of any third party, Seller hereby reserves the right to terminate this Contract in whole or in part and shall have no liability for any loss, damages, cost and expense based upon, arising out of or otherwise in respect of such termination.
7. LIMITATIONS OF LIABILITY: IN NO EVENT, WHETHER AS A RESULT OF A BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, FOR ANY LOSS OF PROFIT, REVENUE OR CONTRACT, LOSS OF USE, COST OF DOWNTIME, COST OF SUBSTITUTE GOODS OR SERVICES (WHETHER DIRECT, INDIRECT OR WHATSOEVER), OR FOR ANY CLAIMS MADE BY BUYER’S CUSTOMERS OR ANY OTHER PERSON FOR SUCH DAMAGES. ALL CLAIMS FOR SUCH DAMAGES, LOSSES, REVENUES OR COSTS WHICH MAY BE RECOVERABLE BY BUYER AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE, ARE HEREBY EXPRESSLY WAIVED BY BUYER. ANY OF SELLER’S LIABILITY SHALL BE LIMITED TO THE ACTUAL PURCHASE PRICE PAID BY BUYER FOR GOODS OR SERVICES ON WHICH SUCH CLAIM IS MADE.
8. FUTURE TRADE RESTRICTIONS: If, following the date of this Contract, (i) there shall be imposed any import, export or other restrictions on interstate or international trade or commerce or there shall be enacted or otherwise issued any law, regulation, or order regulating or purporting to regulate any import, export or other restrictions on interstate or international trade or commerce in any way (such restrictions, laws, regulations and orders being hereinafter collectively referred to as “Trade Restrictions”), including, without limitation, any creation or increase (whether retaliatory or otherwise) of tariffs (pursuant to Section 232 of the Trade Expansion Act of 1962, as amended, or otherwise), import surcharges, antidumping or countervailing duties, fees, or any other form of charges whatsoever, or the imposition of any import or export quota or embargo, and (ii) Seller’s ability to perform this Contract is adversely affected thereby, or its underlying economic assumptions with respect to this Contract become inaccurate in any respect, Seller shall have the option either (a) to terminate this Contract in whole or in part by written notice to Buyer, without incurring any liability to Buyer thereby, or (b) to continue to perform all of its obligations hereunder in respect of deliveries of the Goods or performance of the Services, and in either case (except, if this Contract is terminated in whole), Seller shall have the right to increase the price of the Goods or Services by an amount equal to the full amount of all such tariffs, surcharges, duties, fees, and other charges, and any other cost or expense, imposed on or incurred by Seller in connection with the sale of Goods or the performance of Services as a result of the imposition, enactment or issuance of any Trade Restriction.
9. TRADE RESTRICTIONS AND SANCTIONS: Upon the Seller’s request at any time, Buyer shall provide Seller with a certificate of information with respect to the final destination and the end-use of the Goods or Services and other matters related to the transaction, in the form satisfactory to Seller. Buyer further represents and warrants to Seller that (a) the Goods or Services are not intended for sale or delivery to a country subject to a U.S. trade sanction, according to the list published by the U.S. Office of Foreign Assets Control (“OFAC”), Department of Treasury, at internet address: www.treas.gov/ofac, and (b) Buyer will not require delivery of Goods or Services aboard a vessel that is flagged by, or owned or controlled by nationals of, a country named on the above referenced OFAC list. In the event that Buyer learns any fact that is contrary to the foregoing representations and/or warranties or that otherwise puts Seller in violation of a U.S. trade sanction (the “Fact”), Buyer shall immediately notify Seller. Seller shall, within three (3) business days of receipt of such notice, or within a reasonable time after Seller learns the Fact through another means, notify Buyer whether Seller elects to terminate this Contract for cause with respect to the shipment at issue or apply to OFAC for an appropriate license. In the event that Seller applies for a license but OFAC fails for any reason to issue a license within a reasonable time following receipt of Seller’s application, Seller may elect to terminate this Contract, which shall be deemed a termination for cause. Buyer shall reimburse Seller for any loss resulting from market price movements calculated as the difference between the market price for the Goods or Services on the original delivery date under this Contract and that on the date of cancellation or date of delayed delivery (in the event that an OFAC license is obtained by Seller), as well as any other related costs or charges incurred by Seller due to the cancellation or delay in performance.
10. FORCE MAJEURE: Seller shall not be liable for any delay or default in delivery of any Goods or performance of any Services if such delay or default is directly or indirectly due, in whole or in part, to act of God or of a public enemy, war (whether declared or not) or act of terrorist or threat of the same, export restriction, act of any government or any state or political subdivision thereof, court injunction or order, fire, flood, explosion or other catastrophe, epidemic or quarantine restriction, strike, lockout, sabotage, slowdown or other labor disputes, explosion, accident, breakdown or unavailability in whole or in part of machinery, plant, transportation or loading facility, inability or difficulty to obtain power, material, labor equipment or transportation, freight embargo, delay or failure in suppliers’ or subcontractors’ furnishing goods or services to Seller due to any such cause, any supplier’s or subcontractor’s insolvency or bankruptcy, or any other cause or causes beyond the reasonable control of Seller. In the event of any such occurrence, Seller may, at its option, extend the time of delivery of the Goods or performance of Services or terminate unconditionally and without liability the unfilled portion of the Contract to the extent so affected or prevented.
11. DEFAULT: If Buyer fails to carry out any of the terms and conditions of this Contract or of any other contract with Seller, or becomes insolvent, or if a proceeding is instituted or commenced by or against Buyer under any bankruptcy, insolvency or similar law, or if a receiver, trustee or liquidator is appointed for Buyer or any of its assets, or Buyer executes an assignment for the benefit of creditors, Seller may, at its sole discretion, (i) terminate this Contract or any part thereof, (ii) declare all obligations of Buyer immediately due and payable, (iii) resell the Goods or Services, (iv) hold the Goods for Buyer’s account and risk, (v) postpone the delivery of Goods or performance of Services and/or (vi) stop the Goods in transit, without prejudice and in addition to any other rights or remedies available for Seller under this Contract or at law, by statute or in equity. Buyer shall reimburse Seller for all losses or damages arising directly or indirectly from such events of default.
12. REMEDIES: The remedies herein reserved to Seller shall be cumulative and in addition to any other or further remedies provided at law, by statute or in equity.
13. APPLICABLE LAW AND RULES; AND SUBMISSION TO JURISDICTION: This Contract shall be governed by the laws of the State of Texas, without regard to the conflicts of laws principles thereof; provided, however, that if this Contract is made for the sale or delivery to Buyer the address of which shown on the face of this document is outside the United States, the trade terms provided herein such as EXW, FAS, FOB, CIF or DDU shall have the meanings set forth in the Incoterms© 2000. Seller and Buyer hereby expressly exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods with respect to the sales covered by this Contract. Buyer hereby irrevocably consents to the jurisdiction of the Federal and Texas State courts located in the Houston, Texas in connection with any and all suits, actions or other proceedings arising out of or in relation to this Contract. BUYER WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, ANY WORK, OR ANY MATTERS CONTEMPLATED HEREUNDER.
14. CONFIDENTIALITY: Buyer shall not use any proprietary information received from Seller hereunder (other than such information as is known to Buyer or in public domain without the fault of Buyer) for any purpose other than the performance of this Contract, and shall not disclose the same to any third party.
15. ENTIRE AGREEMENT; MODIFICATION ASSIGNMENT; AND WAIVER: This Contract constitutes the entire agreement between Buyer and Seller in respect of the subject matter hereof and supersedes all prior agreements whether written or oral, with respect thereto. Any alterations or modifications hereof shall be by mutual agreement of the parties and shall not be binding on Seller unless agreed to by Seller in writing. Buyer shall neither assign any rights nor delegate any duties under this Contract without the prior written consent of Seller. No claim or right of Seller arising out of a breach of this Contract shall be discharged in whole or in part by waiver or renunciation of such claim or right unless such waiver or renunciation is made by Seller in writing. No delay on the part of Seller in exercising any right hereunder shall operate as a waiver or renunciation thereof, nor preclude any further exercise thereof or the exercise of any other such right.

RIG RETURN POLICY
Effective September 1, 2022, P2 Energy (P2E) is implementing a new policy to offset increased labor costs and to incentivize customers to reduce their own costs through improved returns management. A Per Joint Fee for Tubing and a Per Joint Fee for Casing will be charged on each return. The rig return restocking fee will be applicable for up to 100 joints that are returned.

If the material is being returned due to a manufacturing issue, P2E will initiate a claims process with the manufacturer(s). If the material is found to be defective through the claims process, the charges for the rig returns will be absorbed by P2E.