Terms and Conditions

ORDER ACCEPTANCE
This Purchase Order constitutes Buyer offer. It becomes a binding contract on the terms protected herein when it is accepted either by acknowledgement or by performing Acceptance of the Purchase Order and is hereby expressly limited to the terms hereof. Any terms in any acknowledgement or other document of Seller which is in addition to or different from any term hereof is hereby objected to and shall not become a part of this Purchase Order unless agreed to in writing by Buyer.

PRICE
This Purchase Order shall not be filled at prices higher than those shown on this Purchase Order. Seller warrants that the prices to be charged for articles or services ordered herein are not in excess of prices charged to other customers for the same or similar goods.

INVOICES CASH DISCOUNT
No invoices shall be issued for payments made prior to delivery unless otherwise provided in this Purchase Order. Individual invoices must be issued for each shipment under this Purchase Order referencing this Purchase Order number, part number if applicable, description of services performed and applicable quantities. All payments are subject to adjustment for shortage or rejection of materials provided. Discounts shall be taken from the date the material is accepted by the Buyer at the destination designated in the Purchase Order.

DELIVERY
Time is of the essence. Delivery shall be strictly in accordance with the schedule, quantity, and any other terms set forth in this Purchase Order. Purchase Order dates are in house (Buyer's dock) delivery dates unless otherwise specified on this Purchase Order. Delays in shipment shall be reported immediately by the Seller to the Buyer. Buyer reserves the right to cancel without liability, this Purchase Order in whole or in part if Seller should fail to make deliveries in accordance with the terms of this Purchase Order.

DAMAGES FOR LATE DELIVERY
If there is a delay in delivery (unless such delay is primarily caused by Buyer’s instruction or breach), Buyer is entitled to liquidated damages from the date on which delivery should have taken place. The liquidated damages shall be payable at a rate of 2% of the Price of the delayed Goods calculated for each commenced week of delay. The liquidated damages shall not exceed 20% of the Price of the delayed Goods. In the event that only part of the delivery is delayed, the liquidated damages shall be payable at a rate of 2% of the portion of the Price attributable to the delayed Goods calculated for each commenced week of delay, and such liquidated damages shall not exceed 20% of the portion of the Price attributable to the delayed Goods. Reaching the maximum liquidated damages with respect to all or part of the delivery is deemed a material breach of this Agreement. The liquidated damages become due at Buyer’s written demand and Buyer shall be entitled to deduct any amount of the liquidated damages from any unpaid invoice. Claims for liquidated damages shall be made within six months from the date when the delivery should have taken place. Any claim for liquidated damages shall not limit Buyer’s right to claim damages or costs related to the late delivery, subject to the limitations set forth in this Agreement.

PATENT, TRADEMARK, COPYRIGHT INDEMNITY
Seller agrees to indemnify Buyer, its agents, customers, successors and assigns against any losses, damages and Liabilities (including costs and expenses) for actual or alleged infringement of any patent, copyright or trademark arising out of the use or sale of the Goods by Buyer, its agents or customers - provided, however, that Buyer must notify Seller of any suit, claim or demand involving such infringement and permit Seller to defend against or settle the same. If any injunction is issued as the result of any such infringement, Seller agrees, at Buyer's option, to (i) refund to Buyer the amounts paid to Seller for the Goods covered by the injunction, or (ii) furnish Buyer with acceptable and non-infringing Goods.

Seller agrees to indemnify Buyer against any and all Liabilities and expenses resulting from any alleged defect in the Goods, whether latent or patent, including allegedly improper construction and design, or from the failure of the Goods to comply with specifications.

Seller warrants that there are no liabilities for royalties, mechanics liens or other encumbrances on the Goods supplied and agrees to indemnify Buyer against any such liabilities.

The above indemnifications are in addition to all other rights of indemnification of Buyer against Seller.

WARRANTY
The Seller warrantees that all materials or services delivered hereunder will conform to the design and specifications and to drawings, samples, or other descriptions referred to in this Purchase Order and will be free from defects in material or workmanship. Such warranties shall survive any inspection, delivery, acceptance, or payment by the Buyer of the design, material or services for a period of at least one (1) year following the date of shipment unless otherwise specified herein. All warranties shall run to Buyer and its customers during the warranty period.

BUYERS PROPERTY
All material including tools furnished or specifically paid for by Buyer unless otherwise specified herein shall be the property of the Buyer, shall be subject to removal at any time without additional cost upon demand by the Buyer, shall be used only in filling orders from the Buyer, shall be kept separate from other materials or tools, and shall be clearly identified as the property of the Buyer. Seller assumes all liability for loss or damage with the exception of normal wear and tear, and agrees to supply detailed statements of inventory promptly upon request.

TAXES
Except as may be otherwise provided in this Purchase Order, the contract price shall include all applicable taxes of any kind in effect on the contract date.

ASSIGNMENT OF RIGHTS; SETOFF
Seller shall not delegate any duties nor assign any rights or claims under this Purchase Order or for breach thereof without written consent of Buyer and no such attempted delegation or assignment shall be binding on Buyer. All claims for moneys due or to become due from Buyer shall be subject to deduction by Buyer for any setoff or counterclaim arising out of this or any other of Buyer's transactions with Seller.

CHANGES
Buyer may at any time make changes in the drawings, designs and specifications, but no change will be allowed unless authorized by the Buyer in writing. Buyer may also make changes in the method of shipping of packing or place of delivery by any means of communications. If any such change affects cost or delivery schedule of this Purchase Order equitable adjustment shall be made provided Seller makes written claim within ten (10) days from the date of Buyer's written notification.

Buyer shall have the right without penalty to make changes in the delivery schedule or quantities upon thirty (30) days written notice. All delivery and or quantity changes are to be as mutually agreed by both parities.

Seller shall notify Buyer not less than six (6) months in advance of any design changes in specifications which will affect form, fit or function. Any such changes shall be made only as the mutually agreed by Buyer and Seller.

Seller shall notify Buyer not less than six (6) months in advance of Seller's intent to discontinue products specified under this Purchase Order.

TERMINATION FOR CAUSE
In the event product or services ordered by Buyer fails to meet the specifications or terms and conditions agreed to between Buyer and Seller. Buyer shall notify Seller of such failure and Buyer shall have the right without liability, to cancel this Purchase Order in whole or in part.

TERMINATION FOR CONVENIENCE
Buyer may terminate for convenience this Purchase Order in whole or in part at any time by delivering thirty (30) days written notice of termination, in the event of such notice seller shall immediately stop all work related to this Purchase Order and take all steps reasonable to minimize the occurrence of costs allocable to work covered by this Purchase Order. Buyer's liability shall be limited to only those finished goods, work in process, and raw materials which are unique to Buyer's requirements and shall not exceed thirty (30) days of scheduled deliveries associated with this Purchase Order. Seller shall document all such cost to Buyer's satisfaction. Upon such settlement all finished goods, work in process, raw materials and special tools will become the property of Buyer.

PROPRIETARY INFORMATION
Seller may not without the prior written consent of Buyer disclose any information relative to the Purchase Order. Seller shall keep confidential all designs, processes, drawings specifications, reports, data and other technical or Proprietary information and the features of all parts, equipment, tools, gauges, patterns and other items furnished or disclosed to the Seller by the Buyer in connection with this Purchase Order. Proprietary information shall remain the sole property of the Buyer. Seller shall hold Proprietary Information in strict confidence and trust for the sole benefit of Buyer and shall not use, copy, reproduce, or summarize Buyer's Proprietary Information except to the extent necessary to perform work for Buyer as authorized by Buyer. Seller shall not disclose directly or indirectly all or any part of Buyer's Proprietary Information or any product made by use thereof to any third party, or to any employee within its organization unless such employee reasonably requires access thereto and has undertaken an obligation to treat Buyer's Proprietary Information as provided therein. Seller's obligations under the terms herein shall continue in effect beyond the termination of any business relationship between Buyer and Seller and shall continue until Buyer specifically agrees in writing to release all or any part of the Proprietary Information from the restrictions imposed herein. Seller agrees to deliver to Buyer upon Buyer's request all tangible materials comprising or containing Buyer's Proprietary Information, including all copies.

INSOLVENCY
In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against Seller including any proceeding under the applicable Federal or State Bankruptcy law currently in effect or in the event of the appointment, with or without the Seller's consent of an assignee for the benefit of creditors or of a receiver, the Buyer shall be entitled to elect to cancel any unfilled part of this order without any liability whatsoever.

OBJECTIVE QUALITY EVIDENCE
Seller agrees to maintain objective quality evidence for materials supplied hereunder Seller shall supply this evidence upon request.

TITLE AND RISK OF LOSS
Title and risk of loss shall pass to Buyer at the F.O.B. point provided, however, that the risk of loss shall remain with Seller as to goods which are not accepted by Buyer or which are rejected by Buyer.

DEFECTIVE WORK
If any of the materials or services are defective in material or workmanship or otherwise not in conformity with the requirements of this Purchase Order, Buyer shall have the right to either reject them or require their correction and to return them at Seller's risk and expense, including transportation both ways.

INDEPENDENT CONTRACTOR
Seller hereby declares and agrees that it is engaged in an independent business and will perform its obligations under this Order as an independent contractor and not as the agent or employee of Buyer; that the persons performing services hereunder are not agents or employees of Buyer; that Seller will be solely responsible for all matters relating to payment of such employees, including compliance with workers' compensation, unemployment, disability insurance, social security withholding and all other federal, state and local laws, rules and regulations governing such matters; and that Seller will be responsible for Seller's own acts and those of Seller's agents, employees and subcontractors during the performance of Seller's obligations under this Order. Seller and its employees are not entitled to unemployment insurance benefits as a result of performing under this Order. Seller is responsible for and shall pay all assessable federal and state income tax on amounts paid under this Order.

REGULATORY COMPLIANCE
Seller represents that the goods covered by this purchase order have been manufactured and sold in compliance with the requirements of all rules and regulations as applicable.

REMEDIES
The rights and remedies provided by the Buyer herein shall cumulative and in addition to any other rights and remedies provided by law or equity.

OVERSHIPMENT
Subject to inspections and acceptance, Buyer will be liable for payment only for quantities ordered and delivered. Overshipments shall be held at Seller's risk and expense for a reasonable time awaiting shipping instructions. Shipping charges shall be at Seller's expense.

WAIVER
Waiver of a breach of any provision of this Purchase Order shall not constitute waiver of full compliance with such provision nor shall it be construed as a waiver of any other breach.

ADVERTISING; PUBLICITY
No references to Buyer or references to Buyer's names, marks, codes, drawings or specifications will be used in any of Seller's advertising, promotional efforts or any publicity of any kind without Buyer's prior written permission.

FORCE MAJEURE
Buyer may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such goods at the direction of the Buyer and shall deliver them when the cause affecting the delay has been removed. Buyer shall be responsible only for Seller's direct additional cost in holding the goods or delaying performance of this Agreement at Buyers request. Causes beyond Buyer's control shall include government action or failure of the government to act where such action is required, strike or other labor trouble, fire or unusually severe weather.

APPLICABLE LAW
For Varel International Ind. and Aberdeen Products Purchase Orders, this Purchase Order will be governed by the laws of the State of Texas without regard to principles of conflict of laws. For Varel Europe Purchase Orders, this Purchase Order will be governed by the laws of France. For Downhole Products Purchase Orders, this Purchase Order will be governed by the Law of Scotland, and the Seller hereby submits to the non exclusive jurisdiction of the Law of Scotland. For any other Varel entity, this Purchase Order will be governed by the laws of the country of incorporation for that Varel entity.