Terms & Conditions

All products and services, including the supply and/or sale of products, rental of tools and equipment and furnishing of services (collectively referred to as "Products and Services") are provided to the customer (hereinafter referred to as "Customer") in accordance with the following terms and conditions set out herein. Any sales quote, sales order, invoice, field ticket, or other documentation relating to the Products and Services provided to Customer, along with these terms and conditions shall, taken together, form the contract between Magnum and the Customer (hereinafter referred to as "Contract"). Each shipment received by Customer from Magnum shall be deemed to be only upon the terms and conditions contained herein. In the event of any conflict between any documents, the following terms and conditions shall govern.

It is hereby expressly agreed that the conditions in and about Customer’s service site, industrial facility, well, well bore, and drilling machinery have not been created by Magnum and that Magnum has no means to determine the hazards and dangers existing in and about said facilities and/or well to be encountered while the Customer performs any services which may cause surface and/or subsurface damage, property damage, personal injury and/or failure of the service operation. It is therefore agreed that the following terms and conditions shall apply to all products and services, as described above, that are provided to the Customer:

PAYMENT

The Customer shall pay the price in U.S.A. Dollars for all Products and Services as set out in the sales order invoice (hereinafter referred to as "Invoice") net 30 days from the date the Invoice was issued. If not paid within thirty (30) days, the unpaid amount of such bill shall bear interest at the maximum rate allowed by law. If the account is placed in the hands of a collection agency or an attorney for collection, Customer agrees to pay all fees and costs accrued by Magnum to collect on the unpaid invoice as well as attorney fees and court costs in accordance with the laws of the State of Texas.

COSTS AND TAXES

All prices identified in the Invoice for Products and Services may be exclusive of applicable transportation, insurance, state and federal taxes, use and excise taxes, duties and the like depending upon the circumstances of the sales order. Customer agrees to purchase Products and Services and pay such costs, taxes, fees, and duties that may be applicable or reimburse Magnum for such costs, taxes, fees, and duties that may be applicable. 

SHIPMENT AND RISK OF LOSS

All products are sold F.O.B. Magnum locations. Title to goods and risk of loss of goods or rented to Customer are passed upon delivery to carrier or Customer. Customer shall be responsible for, and shall pay for, all shipping arrangements including for crating, handling and delivery costs. Magnum will coordinate shipping at the Customer's request; however, all costs incurred will be charged back to the Customer and the Customer will assume all risk of loss once the products leave Magnum locations. If Magnum coordinates shipping, Magnum will attempt to ship products on the dates specified by the Customer; provided, however, that such delivery date shall be presumed to be approximate and Magnum is not responsible for any damages, losses or costs incurred as a result of such shipping or any late delivery. Any claim for shipping delay, loss, breakage or damage is the Customer's sole responsibility and should be made to the carrier. 

RENTAL TOOLS AND EQUIPMENT

Magnum offers certain of its equipment to its customers on a rental basis. Rental charges commence when equipment leaves Magnum locations and continues until returned thereto. If rental equipment is shipped, carried to or from the lease location, cost of freight will be charged at Magnum cost. Such rentals are taken by the Customer on an "as is" basis and with the same warranty and warranty limitations as otherwise expressed in the WARRANTY AND LIMITATION OF LIABILITY section set forth below. Magnum may replace and/or repair defective rental equipment, as required, in its sole discretion. All rental equipment is operated at the Customer's risk and the Customer shall be responsible for payment of any damage to or cost of repair or replacement of such rental equipment in accordance with Magnum current pricing of such rental equipment, excepting normal wear and tear. Well conditions that prevent satisfactory operation of such rental equipment does not relieve Customer of the responsibility for payment for rental equipment. Rental equipment which is lost or not recoverable shall be charged to the Customer at current U.S.A. dollar list prices.

DESIGN MODIFICATIONS

Magnum reserves the right to modify and improve the design, method or assembly of any of its products without incurring any obligation to install such modification or improvement on products sold, manufactured or assembled prior to or after the modification or improvement is implemented.  

SERVICES

In the event Customer requests Magnum to provide certain technical advisory services to assist Customer in the proper implementation and operation of any product, tool or equipment included in the Products and Services supplied by Magnum, such advice shall be based upon Magnum's experience in the field but is made without warranty, express or implied as more specifically described in the WARRANTY AND LIMITATION OF LIABILITY section set forth below. Notwithstanding the provision of any technical advisory services by a Magnum representative, Customer retains complete control of the well and complete supervision of any operations performed in or about the well and Magnum expressly disclaims any liability in connection with any technical advisory services. Magnum makes no warranty concerning the effectiveness of the materials used, recommendations given, or the services rendered. 

REDRESS KITS

In the event Magnum sends Customer a redress kit for Magnum products, Magnum expressly disclaims any liability in connection with Customer’s use or misuse of the redress kit for Magnum products.  Magnum’s redress kits provided to Customers are made without warranty, express or implied as more specifically described in the WARRANTY AND LIMITATION OF LIABILITY section set forth below.

UNASSEMBLED TOOL KITS 

In the event Magnum sends Customer an unassembled tool kit for Magnum products, Magnum expressly disclaims any liability in connection with Customer’s use or misuse of the unassembled tool kit for Magnum products.  Magnum’s unassembled tool kits provided to Customers are made without warranty, express or implied as more specifically described in the WARRANTY AND LIMITATION OF LIABILITY section set forth below.

WARRANTY AND LIMITATION OF LIABILITY

Magnum warrants that the products provided will be in substantial conformance with the proposal provided to Customer. With respect to tools and equipment rented hereunder, Magnum warrants that such tools and equipment will be delivered to the Customer in serviceable condition. WITH RESPECT TO ANY PRODUCT SUPPLIED AND/OR SOLD TO CUSTOMER, MAGNUM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND QUALITY OR PERFORMANCE. MAGNUM HEREBY DISCLAIMS AND THE CUSTOMER HEREBY RELEASES MAGNUM FROM ALL LIABILITY IN CONTRACT (OTHER THAN FOR BREACH OF AN EXPRESS TERM), WARRANTY, TORT OR OTHERWISE, TO THE CUSTOMER OR ANY OTHER PERSON CLAIMING THROUGH OR UNDER THE CUSTOMER, FOR ANY DAMAGES, COSTS, EXPENSES, CLAIMS, PROCEEDINGS, OR ACTIONS, WHETHER CONSEQUENTIAL OR INCIDENTAL, DIRECT OR INDIRECT, SPECIAL OR GENERAL AND HOWEVER CAUSED (COLLECTIVELY REFERRED TO AS "CLAIMS"), AND IN NO EVENT SHALL MAGNUM BE LIABLE THEREFOR, EVEN THOUGH MAGNUM MAY HAVE BEEN ADVISED OR MAY OTHERWISE KNOW OF THE POSSIBILITY OF SUCH CLAIMS. FURTHER, UNLESS SPECIFICALLY CAUSED BY WILFULL MISCONDUCT OR GROSS NEGLIGENCE, MAGNUM SHALL NOT BE RESPONSIBLE FOR DAMAGE OR LOSS TO ANY RESERVOIR, ANY SUBSURFACE DAMAGE, ANY SURFACE DAMAGE, OR FOR A WELL BLOW-OUT, EVEN IF SUCH DAMAGE OR LOSS IS CAUSED BY THE NEGLIGENCE OF MAGNUM ALONE OR IN CONJUNCTION WITH THE NEGLIGENCE OF CUSTOMER OR ANY THIRD PARTY. IN NO EVENT SHALL MAGNUM BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THE PRODUCTS AND SERVICES, NOR SHALL MAGNUM BE LIABLE FOR CUSTOMER'S ATTORNEYS FEES. IN NO EVENT SHALL MAGNUM BE LIABLE FOR ANY ENVIRONMENTAL DAMAGE AND CUSTOMER SHALL INDEMNIFY MAGNUM FOR ANY ENVIRONMENTAL LIABILITY INCURRED BY MAGNUM ARISING OUT OF MAGNUM SUPPLY AND/OR SALE OF PRODUCTS AND SERVICES TO CUSTOMER. NOTWITHSTANDING THE ABOVE, MAGNUM SHALL IN NO EVENT BE LIABLE FOR AN AMOUNT GREATER THAN THE AMOUNT THE CUSTOMER PAID TO MAGNUM UNDER THE SPECIFIC PROPOSAL FOR SUCH PRODUCTS AND SERVICES. IN NO EVENT SHALL MAGNUM BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHICH CUSTOMER MAY INCUR.

 

WITH RESPECT TO ANY PRODUCT SUPPLIED AND/OR SOLD TO CUSTOMER BY MAGNUM THAT IS CUSTOMIZED, ALTERED AND/OR MODIFIED BY CUSTOMER, MAGNUM HEREBY EXPRESSLY DISCLAIMS AND THE CUSTOMER OR ANY OTHER PERSON CLAIMING THROUGH OR UNDER THE CUSTOMER HEREBY RELEASES MAGNUM FROM ALL LIABILITY FOR ANY DAMAGES, COSTS, EXPENSES, CLAIMS, OR ACTIONS ARISING FROM CUSTOMER OR ANY OTHER PERSON CLAIMING THROUGH OR UNDER THE CUSTOMER’S USE OF SUCH CUSTOMIZED, ALTERED, AND/OR MODIFIED PRODUCT.

INDEMNIFICATION

CUSTOMER AGREES TO INDEMNIFY MAGNUM FROM ANY AND ALL DAMAGE TO, OR LOSS OR DESTRUCTION OF CUSTOMER'S OR ITS CONTRACTOR'S EQUIPMENT, DRILL PIPE, IN HOLE EQUIPMENT, WELL BORE, PROPERTY RIGHT IN OR TO OIL, GAS, OR OTHER MINERAL SUBSTANCES, RESERVOIR, STRATA OR LEASEHOLD INTEREST, AND ANY CONTAMINATION, AGGRAVATION, TRANSPORT, OR THE EXISTENCE OF POLLUTION, HAZARDOUS MATERIALS, CHEMICALS, HYDRO CARBONS OR SIMILAR SUBSTANCES REGULATED BY ANY GOVERNMENTAL AUTHORITY ARISING FROM MAGNUM'S SUPPLY AND/OR SALE OF ANY PRODUCTS AND SERVICES HEREUNDER. IN ADDITION, EACH PARTY, ON BEHALF OF ITSELF, ITS SUCCESSORS AND ASSIGNS, AGREES TO THE EXTENT OF ITS RESPONSIBILITY TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY AGAINST ANY AND ALL LIABILITY TO OR CLAIMS OF THIRD PARTIES (TOGETHER WITH ALL REASONABLE LEGAL AND INVESTIGATIVE COSTS RELATING THERETO) FOR PHYSICAL INJURY TO OR DEATH OF ANY PERSON(S) AND FOR LOSS OF OR DAMAGE TO ANY TANGIBLE PROPERTY OCCURRING IN CONNECTION WITH THE PRODUCTS AND SERVICES OR THE PERFORMANCE OF OBLIGATIONS OR THE EXERCISE OF RIGHTS HEREUNDER, TO THE EXTENT SUCH INJURY OR DEATH OR LOSS OF OR DAMAGE TO PROPERTY RESULTS FROM THE NEGLIGENT ACTS OF THE INDEMNIFYING PARTY, ITS AGENTS, EMPLOYEES OR CONTRACTORS.

If any Party entitled to indemnification hereunder (hereinafter referred to as "Indemnified Party") intends to seek indemnification under this Section from any other party (hereinafter referred to as "Indemnifying Party") with respect to any action or claim, the Indemnified Party shall promptly give the Indemnifying Party written notice of such claim or action. The Indemnifying Party shall have no liability under this Section for any claim or action for which such notice is not provided, except to the extent the failure to give such notice does not actually materially prejudice the Indemnifying Party. The Indemnifying Party shall have the right to assume the defense of any such claim or action with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party. Should any Indemnified Party be entitled to indemnification under this Section as a result of a claim or action by a third party, and should the Indemnifying Party fail to assume the defense of such claim or action, the Indemnified Party may, at the expense of the Indemnifying Party, contest (or, with the prior consent, not to be unreasonably withheld or delayed, of the Indemnifying Party, settle) such claim or action. Except to the extent expressly provided herein, no Indemnified Party shall settle any claim or action with respect to which it has sought or intends to seek indemnification pursuant to this Section without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

INTELLECTUAL PROPERTY

Magnum Products and Services that are supplied and/or sold to Customer remain the proprietary property of Magnum and shall not be repaired or modified without Magnum’s consent. Magnum’s proprietary Products and Services, including equipment, shall not be copied or duplicated by Customer. Customer agrees to hold Magnum harmless from patent infringement claims resulting from Magnum's compliance with designs and/or specifications furnished by Customer. The Customer acknowledges and agrees that Magnum may own intellectual property rights in and to the products, including patents and trademarks used in connection therewith, and that nothing in these terms shall be deemed, implied or construed to grant any intellectual property rights whatsoever in or to the products, services, or otherwise including any patents or trademarks used in connection therewith. Without restricting the generality of the foregoing, all right, title and interest in and to the products is and shall remain the exclusive property of Magnum and no title, interest, license or any right respecting the Products and Services is or has been granted to the Customer by implication or otherwise. Magnum agrees to assume the defense of any suit for infringement of any U.S.A. patents brought against Customer to the extent such suit claims infringement of Magnum's patented or patent pending products provided that Customer notifies Magnum within ten (10) days of service of a claim thereon and Magnum is given complete control of the defense of such suit, including the right to defend, settle and make changes in the product for the purpose of avoiding infringement.

MODIFICATIONS TO RENTAL EQUIPMENT

All modifications requested by the Customer and made by Magnum to its rental equipment, shall be paid for by the Customer including any restorations required to return any such equipment to original form. All special tooling and related items shall be and remain the property of Magnum. 

FORCE MAJEURE

Magnum shall not be responsible for non-performance or delays in performance occasioned by any causes beyond Magnum's reasonable control, including, but not limited to, labor difficulties, delays of vendors or carriers, fires, flood, governmental actions, war, riot, terrorism, acts of God and material shortages or other occurrences beyond the reasonable control of Magnum. Any delays so occasioned shall affect a corresponding extension of Magnum's performance dates which are, in any event, understood to be approximate. In no event shall Customer be entitled to incidental or consequential damage for late performance or failure to perform. In the event of such delay, the time for performance or delivery shall be extended by a time reasonably necessary to overcome the effect of the delay.

GENERAL

1. Catalogues, product brochures, and similar pamphlets of Magnum are issued for general information purposes only and shall not be deemed to modify the provisions hereof.

2. The agreement formed hereby and the language herein shall be construed and enforced in accordance with the laws in force in the State of Texas. Magnum and Customer submit to the exclusive jurisdiction of the state and federal courts of Nueces County, Texas, and waive any right whereby they might be entitled to bring an action under this Contract in another county, parish, state or country.

3. Magnum shall have the right to unilaterally alter or modify these general terms and conditions from time to time without notice.

4. These terms and conditions shall not be assigned without prior written consent of Magnum.

5. Before returning any products, you must obtain a Return Material Authorization number (“RMA”) by calling Magnum Oil Tools or emailing returns@magnumoiltools.com. When requesting a RMA please provide the following information: number of tools being returned, part numbers, batch numbers and reason for return. A Magnum representative will provide you with a RMA number which will need to be placed on the return label along with “ATTN: Returns.”

6. To help pay for cost of inspection, restocking invoicing, credit memos, etc., there will be a minimum charge of $50.00 per return to stock. Items returned before 90 days of the date on the Invoice will be charged 15%, 91-180 days will be charged 50%, and items older than 180+ days and/or custom built, modified or premium material and premium threaded tools may not be returned for credit.

7. Any action of any kind against Magnum by Customer must be commenced within one (1) year from the date such right, claim, demand or cause of action shall first have accrued.

All products and services, including the supply and/or sale of products, rental of tools and equipment and furnishing of services (collectively referred to as “Products and Services") are provided to the customer (hereinafter referred to as “Customer”) in accordance with the following terms and conditions set out herein. Any sales quote, sales order, invoice, field ticket, or other documentation relating to the Products and Services provided to Customer, along with these terms and conditions shall, taken together, form the contract between Magnum and the Customer (hereinafter referred to as “Contract”). Each shipment received by Customer from Magnum shall be deemed to be only upon the terms and conditions contained herein. In the event of any conflict between any documents, the following terms and conditions shall govern.

It is hereby expressly agreed that the conditions in and about Customer’s service site, industrial facility, well, well bore, and drilling machinery have not been created by Magnum and that Magnum has no means to determine the hazards and dangers existing in and about said facilities and/or well to be encountered while the Customer performs any services which may cause surface and/or subsurface damage, property damage, personal injury and/or failure of the service operation. It is therefore agreed that the following terms and conditions shall apply to all products and services, as described above, that are provided to the Customer:

PAYMENT

The Customer shall pay the price in U.S.A. Dollars for all Products and Services as set out in the sales order invoice (hereinafter referred to as "Invoice") net 30 days from the date the Invoice was issued. If not paid within thirty (30) days, the unpaid amount of such bill shall bear interest at the maximum rate allowed by law. If the account is placed in the hands of a collection agency or an attorney for collection, Customer agrees to pay all fees and costs accrued by Magnum to collect on the unpaid invoice as well as attorney fees and court costs in accordance with the laws of the State of Texas. 

COSTS AND TAXES

All prices identified in the Invoice for Products and Services may be exclusive of applicable transportation, insurance, state and federal taxes, use and excise taxes, duties and the like depending upon the circumstances of the sales order. Customer agrees to purchase Products and Services and pay such costs, taxes, fees, and duties that may be applicable or reimburse Magnum for such costs, taxes, fees, and duties that may be applicable.

SHIPMENT AND RISK OF LOSS

All products are sold F.O.B. Magnum locations. Title to goods and risk of loss of goods or rented to Customer are passed upon delivery to carrier or Customer. Customer shall be responsible, and shall pay for, all shipping arrangements including for crating, handling and delivery costs. Magnum will coordinate shipping at the Customer's request; however, all costs incurred will be charged back to the Customer and the Customer will assume all risk of loss once the products leave Magnum locations. If Magnum coordinates shipping, Magnum will attempt to ship products on the dates specified by the Customer; provided, however, that such delivery date shall be presumed to be approximate and Magnum is not responsible for any damages, losses or costs incurred as a result of late delivery. Any claim for shipping loss, breakage or damage is the Customer's sole responsibility and should be made to the carrier.

RENTAL TOOLS AND EQUIPMENT

Magnum offers certain of its equipment to its customers on a rental basis. Rental charges commence when equipment leaves Magnum locations and continues until returned thereto. If rental equipment is shipped, carried to or from the lease location, cost of freight will be charged at Magnum cost. Such rentals are taken by the Customer on an "as is" basis and with the same warranty and warranty limitations as otherwise expressed in the WARRANTY AND LIMITATION OF LIABILITY section set forth below. Magnum may replace and/or repair defective rental equipment, as required, in its sole discretion. All rental equipment is operated at the Customer's risk and the Customer shall be responsible for payment of any damage to or cost of repair or replacement of such rental equipment in accordance with Magnum current pricing of such rental equipment, excepting normal wear and tear. Well conditions that prevent satisfactory operation of such rental equipment does not relieve Customer of the responsibility for payment for rental equipment. Rental equipment which is lost or not recoverable shall be charged to the Customer at current list prices.

DESIGN MODIFICATIONS

Magnum reserves the right to modify and improve the design and method or construction of any of its products without incurring any obligation to install such modification or improvement on products sold, manufactured or assembled prior to or after the modification or improvement is implemented.

SERVICES

In the event Customer requests Magnum to provide certain technical advisory services to assist Customer in the proper implementation and operation of any product, tool or equipment included in the Products and Services supplied by Magnum, such advice shall be based upon Magnum's experience in the field but is made without warranty, express or implied as more specifically described in the WARRANTY AND LIMITATION OF LIABILITY section set forth below. Notwithstanding the provision of any technical advisory services by a Magnum representative, Customer retains complete control of the well and complete supervision of any operations performed in or about the well and Magnum expressly disclaims any liability in connection with any technical advisory services. Magnum makes no warranty concerning the effectiveness of the materials used, recommendations given, or the services rendered.

REDRESS KITS

In the event Magnum sends Customer a redress kit for Magnum products, Magnum expressly disclaims any liability in connection with Customer’s use or misuse of the redress kit for Magnum products.  Magnum’s redress kits provided to Customers are made without warranty, express or implied as more specifically described in the WARRANTY AND LIMITATION OF LIABILITY section set forth below. 

UNASSEMBLED TOOL KITS

In the event Magnum sends Customer an unassembled tool kit for Magnum products, Magnum expressly disclaims any liability in connection with Customer’s use or misuse of the unassembled tool kit for Magnum products.  Magnum’s unassembled tool kits provided to Customers are made without warranty, express or implied as more specifically described in the WARRANTY AND LIMITATION OF LIABILITY section set forth below.

WARRANTY AND LIMITATION OF LIABILITY

Magnum warrants that the products provided will be in substantial conformance with the proposal provided to Customer. With respect to tools and equipment rented hereunder, Magnum warrants that such tools and equipment will be delivered to the Customer in serviceable condition. WITH RESPECT TO ANY PRODUCT SUPPLIED AND/OR SOLD TO CUSTOMER, MAGNUM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND QUALITY OR PERFORMANCE. MAGNUM HEREBY DISCLAIMS AND THE CUSTOMER HEREBY RELEASES MAGNUM FROM ALL LIABILITY IN CONTRACT (OTHER THAN FOR BREACH OF AN EXPRESS TERM), WARRANTY, TORT OR OTHERWISE, TO THE CUSTOMER OR ANY OTHER PERSON CLAIMING THROUGH OR UNDER THE CUSTOMER, FOR ANY DAMAGES, COSTS, EXPENSES, CLAIMS, PROCEEDINGS, OR ACTIONS, WHETHER CONSEQUENTIAL OR INCIDENTAL, DIRECT OR INDIRECT, SPECIAL OR GENERAL AND HOWEVER CAUSED (COLLECTIVELY REFERRED TO AS “CLAIMS”), AND IN NO EVENT SHALL MAGNUM BE LIABLE THEREFOR, EVEN THOUGH MAGNUM MAY HAVE BEEN ADVISED OR MAY OTHERWISE KNOW OF THE POSSIBILITY OF SUCH CLAIMS. FURTHER, UNLESS SPECIFICALLY CAUSED BY WILFULL MISCONDUCT OR GROSS NEGLIGENCE, MAGNUM SHALL NOT BE RESPONSIBLE FOR DAMAGE OR LOSS TO ANY RESERVOIR, ANY SUBSURFACE DAMAGE, ANY SURFACE DAMAGE, OR FOR WELL BLOW-OUT, EVEN IF SUCH DAMAGE OR LOSS IS CAUSED BY THE NEGLIGENCE OF MAGNUM ALONE OR IN CONJUNCTION WITH THE NEGLIGENCE OF CUSTOMER OR ANY THIRD PARTY. IN NO EVENT SHALL MAGNUM BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THE PRODUCTS AND SERVICES. IN NO EVENT SHALL MAGNUM BE LIABLE FOR ANY ENVIRONMENTAL DAMAGE AND CUSTOMER SHALL INDEMNIFY MAGNUM FOR ANY ENVIRONMENTAL LIABILITY INCURRED BY MAGNUM ARISING OUT OF MAGNUM SUPPLY AND/OR SALE OF PRODUCTS AND SERVICES TO CUSTOMER. NOTWITHSTANDING THE ABOVE, MAGNUM SHALL IN NO EVENT BE LIABLE FOR AN AMOUNT GREATER THAN THE AMOUNT THE CUSTOMER PAID TO MAGNUM UNDER THE SPECIFIC PROPOSAL FOR SUCH PRODUCTS AND SERVICES. IN NO EVENT SHALL MAGNUM BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHICH CUSTOMER MAY INCUR.

WITH RESPECT TO ANY PRODUCT SUPPLIED AND/OR SOLD TO CUSTOMER BY MAGNUM THAT IS CUSTOMIZED, ALTERED AND/OR MODIFIED BY CUSTOMER, MAGNUM HEREBY EXPRESSLY DISCLAIMS AND THE CUSTOMER OR ANY OTHER PERSON CLAIMING THROUGH OR UNDER THE CUSTOMER HEREBY RELEASES MAGNUM FROM ALL LIABILITY FOR ANY DAMAGES, COSTS, EXPENSES, CLAIMS, OR ACTIONS ARISING FROM CUSTOMER OR ANY OTHER PERSON CLAIMING THROUGH OR UNDER THE CUSTOMER’S USE OF SUCH CUSTOMIZED, ALTERED, AND/OR MODIFIED PRODUCT.

INDEMNIFICATION

CUSTOMER AGREES TO INDEMNIFY MAGNUM FROM ANY AND ALL DAMAGE TO, OR LOSS OR DESTRUCTION OF CUSTOMER'S OR ITS CONTRACTOR'S EQUIPMENT, DRILL PIPE, IN HOLE EQUIPMENT, WELL BORE, PROPERTY RIGHT IN OR TO OIL, GAS, OR OTHER MINERAL SUBSTANCES, RESERVOIR, STRATA OR LEASEHOLD INTEREST, AND ANY CONTAMINATION, AGGRAVATION, TRANSPORT, OR THE EXISTENCE OF POLLUTION, HAZARDOUS MATERIALS, CHEMICALS, HYDRO CARBONS OR SIMILAR SUBSTANCES REGULATED BY ANY GOVERNMENTAL AUTHORITY ARISING FROM MAGNUM'S SUPPLY AND/OR SALE OF ANY PRODUCTS AND SERVICES HEREUNDER. IN ADDITION, EACH PARTY, ON BEHALF OF ITSELF, ITS SUCCESSORS AND ASSIGNS, AGREES TO THE EXTENT OF ITS RESPONSIBILITY TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY AGAINST ANY AND ALL LIABILITY TO OR CLAIMS OF THIRD PARTIES (TOGETHER WITH ALL REASONABLE LEGAL AND INVESTIGATIVE COSTS RELATING THERETO) FOR PHYSICAL INJURY TO OR DEATH OF ANY PERSON(S) AND FOR LOSS OF OR DAMAGE TO ANY TANGIBLE PROPERTY OCCURRING IN CONNECTION WITH THE PRODUCTS AND SERVICES OR THE PERFORMANCE OF OBLIGATIONS OR THE EXERCISE OF RIGHTS HEREUNDER, TO THE EXTENT SUCH INJURY OR DEATH OR LOSS OF OR DAMAGE TO PROPERTY RESULTS FROM THE NEGLIGENT ACTS OF THE INDEMNIFYING PARTY, ITS AGENTS, EMPLOYEES OR CONTRACTORS.

If any Party entitled to indemnification hereunder (hereinafter referred to as "Indemnified Party") intends to seek indemnification under this Section from any other party (hereinafter referred to as "Indemnifying Party") with respect to any action or claim, the Indemnified Party shall promptly give the Indemnifying Party written notice of such claim or action. The Indemnifying Party shall have no liability under this Section for any claim or action for which such notice is not provided, except to the extent the failure to give such notice does not actually materially prejudice the Indemnifying Party. The Indemnifying Party shall have the right to assume the defense of any such claim or action with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party. Should any Indemnified Party be entitled to indemnification under this Section as a result of a claim or action by a third party, and should the Indemnifying Party fail to assume the defense of such claim or action, the Indemnified Party may, at the expense of the Indemnifying Party, contest (or, with the prior consent, not to be unreasonably withheld or delayed, of the Indemnifying Party, settle) such claim or action. Except to the extent expressly provided herein, no Indemnified Party shall settle any claim or action with respect to which it has sought or intends to seek indemnification pursuant to this Section without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

INTELLECTUAL PROPERTY

Magnum Products and Services that are supplied and/or sold to Customer remain the proprietary property of Magnum and shall not be repaired or modified without Magnum’s consent. Magnum’s proprietary Products and Services, including equipment, shall not be copied or duplicated by Customer. Customer agrees to hold Magnum harmless from patent infringement claims resulting from Magnum's compliance with designs and/or specifications furnished by Customer. The Customer acknowledges and agrees that Magnum may own intellectual property rights in and to the products, including patents and trademarks used in connection therewith, and that nothing in these terms shall be deemed, implied or construed to grant any intellectual property rights whatsoever in or to the products, services, systems or otherwise including any patents or trademarks used in connection therewith. Without restricting the generality of the foregoing, all right, title and interest in and to the products is and shall remain the exclusive property of Magnum and no title, interest, license or any right respecting the Products and Services is or has been granted to the customer by implication or otherwise. Magnum agrees to assume the defense of any suit for infringement of any U.S.A. patents brought against Customer to the extent such suit claims infringement of Magnum's patented or patent pending products provided that Customer notifies Magnum within ten (10) days of service of a claim thereon and Magnum is given complete control of the defense of such suit, including the right to defend, settle and make changes in the product for the purpose of avoiding infringement.

MODIFICATIONS TO RENTAL EQUIPMENT

All modifications requested by the Customer and made by Magnum to its rental equipment, shall be paid for by the Customer including any restorations required to return any such equipment to original form. All special tooling and related items shall be and remain the property of Magnum.

FORCE MAJEURE

Magnum shall not be responsible for non-performance or delays in performance occasioned by any causes beyond Magnum's reasonable control, including, but not limited to, labor difficulties, delays of vendors or carriers, fires, flood, governmental actions, war, riot, terrorism, acts of God and material shortages or other occurrences beyond the reasonable control of Magnum. Any delays so occasioned shall affect a corresponding extension of Magnum's performance dates which are, in any event, understood to be approximate. In no event shall Customer be entitled to incidental or consequential damage for late performance or failure to perform. In the event of such delay, the time for performance or delivery shall be extended by a time reasonably necessary to overcome the effect of the delay. 

GENERAL

1. Catalogues, product brochures, and similar pamphlets of Magnum are issued for general information purposes only and shall not be deemed to modify the provisions hereof.

2. The agreement formed hereby and the language herein shall be construed and enforced in accordance with the laws in force in the province of Alberta and the laws of Canada applicable herein.

3. Magnum shall have the right to unilaterally alter or modify these general terms and conditions from time to time without notice.

4. These terms and conditions shall not be assigned without prior written consent of Magnum.

5. Before returning any products, you must obtain a Return Material Authorization number (“RMA”) by calling Magnum Oil Tools or emailing returns@magnumoiltools.com. When requesting a RMA please provide the following information: number of tools being returned, part numbers, batch numbers and reason for return. A Magnum representative will provide you with a RMA number which will need to be placed on the return label along with “ATTN: Returns.”

6. To help pay for cost of inspection, restocking invoicing, credit memos, etc., there will be a minimum charge of $50.00 per return to stock. Items returned before 90 days of the date on the Invoice will be charged 15%, 91-180 days will be charged 50%, and items older than 180+ days and/or custom built, modified or premium material and premium threaded tools may not be returned for credit.

7. Any action of any kind against Magnum by Customer must be commenced within one (1) year from the date such right, claim, demand or cause of action shall first have accrued.

All products and services, including the supply of products, rental of tools and equipment and furnishing of services (collectively referred to as “Products and Services") are provided to the customer (hereinafter referred to as "Customer") in accordance with the following terms and conditions set out herein. Any sales quote, sales order, invoice, field ticket, or other documentation relating to the Products and Services provided to Customer, along with these terms and conditions shall, taken together, form the contract between Magnum and the Customer (hereinafter referred to as "Contract"). Each shipment received by Customer from Magnum shall be deemed to be only upon the terms and conditions contained herein. In the event of any conflict between any documents, the following terms and conditions shall govern.

It is hereby expressly agreed that the conditions in and about Customer’s service site, industrial facility, well, well bore, and drilling machinery have not been created by Magnum and that Magnum has no means to determine the hazards and dangers existing in and about said facilities and/or well to be encountered while the Customer performs any services which may cause surface and/or subsurface damage, property damage, personal injury and/or failure of the service operation. It is therefore agreed that the following terms and conditions shall apply to all products and services, as described above, that are provided to the Customer:

PAYMENT

The Customer shall pay the price in U.S.A. Dollars for all Products and Services as set out in the sales order invoice (hereinafter referred to as "Invoice") net 30 days from the date the Invoice was issued. All taxes and duties, if applicable and dependent upon circumstances of sales order, are for the account of Customer and in addition to the prices identified in the Invoice. Customer agrees to purchase Products and Services and pay such costs, taxes, fees, and duties that may be applicable.

SHIPMENT AND RISK OF LOSS

All products are shipped Ex Works. Title to goods and risk of loss of goods are passed to the Customer upon pickup by Carrier. Customer shall be responsible for, and shall pay for, all shipping arrangements including crating, handling and delivery costs.

RENTAL TOOLS AND EQUIPMENT

Magnum offers certain of its equipment to its customers on a rental basis. Rental charges commence when equipment leaves Magnum locations and continues until returned thereto. If rental equipment is shipped, carried to or from the lease location, cost of freight will be charged at Magnum cost. Such rentals are taken by the Customer on an "as is" basis and with the same warranty and warranty limitations as otherwise expressed in the WARRANTY AND LIMITATION OF LIABILITY section set forth below. Magnum may replace and/or repair defective rental equipment, as required, in its sole discretion. All rental equipment is operated at the Customer's risk and the Customer shall be responsible for payment of any damage to or cost of repair or replacement of such rental equipment in accordance with Magnum current pricing of such rental equipment, excepting normal wear and tear. Well conditions that prevent satisfactory operation of such rental equipment do not relieve Customer of the responsibility for payment for rental equipment. Rental equipment which is lost or not recoverable shall be charged to the Customer at current U.S.A. dollar list prices.

DESIGN MODIFICATIONS 

Magnum reserves the right to modify and improve the design, method or assembly of any of its products without incurring any obligation to install such modification or improvement on products sold, manufactured or assembled prior to or after the modification or improvement is implemented. 

SERVICES

In the event Customer requests Magnum to provide certain technical advisory services to assist Customer in the proper implementation and operation of any product, tool or equipment included in the Products and Services supplied by Magnum, such advice shall be based upon Magnum's experience in the field but is made without warranty, express or implied as more specifically described in the WARRANTY AND LIMITATION OF LIABILITY section set forth below. Notwithstanding the provision of any technical advisory services by a Magnum representative, Customer retains complete control of the well and complete supervision of any operations performed in or about the well and Magnum expressly disclaims any liability in connection with any technical advisory services. Magnum makes no warranty concerning the effectiveness of the materials used, recommendations given, or the services rendered.

REDRESS KITS

In the event Magnum sends Customer a redress kit for Magnum products, Magnum expressly disclaims any liability in connection with Customer’s use or misuse of the redress kit for Magnum products.  Magnum’s redress kits provided to Customers are made without warranty, express or implied as more specifically described in the WARRANTY AND LIMITATION OF LIABILITY section set forth below.

UNASSEMBLED TOOL KITS

In the event Magnum sends Customer an unassembled tool kit for Magnum products, Magnum expressly disclaims any liability in connection with Customer’s use or misuse of the unassembled tool kit for Magnum products.  Magnum’s unassembled tool kits provided to Customers are made without warranty, express or implied as more specifically described in the WARRANTY AND LIMITATION OF LIABILITY section set forth below.

WARRANTY AND LIMITATION OF LIABILITY

Magnum warrants that the products provided will be in substantial conformance with the proposal provided to Customer. With respect to tools and equipment rented hereunder, Magnum warrants that such tools and equipment will be delivered to the Customer in serviceable condition. WITH RESPECT TO ANY PRODUCT SUPPLIED AND/OR SOLD TO CUSTOMER, MAGNUM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND QUALITY OR PERFORMANCE. MAGNUM HEREBY DISCLAIMS AND THE CUSTOMER HEREBY RELEASES MAGNUM FROM ALL LIABILITY IN CONTRACT (OTHER THAN FOR BREACH OF AN EXPRESS TERM), WARRANTY, TORT OR OTHERWISE, TO THE CUSTOMER OR ANY OTHER PERSON CLAIMING THROUGH OR UNDER THE CUSTOMER, FOR ANY DAMAGES, COSTS, EXPENSES, CLAIMS, PROCEEDINGS, OR ACTIONS, WHETHER CONSEQUENTIAL OR INCIDENTAL, DIRECT OR INDIRECT, SPECIAL OR GENERAL AND HOWEVER CAUSED (COLLECTIVELY REFERRED TO AS "CLAIMS"), AND IN NO EVENT SHALL MAGNUM BE LIABLE THEREFOR, EVEN THOUGH MAGNUM MAY HAVE BEEN ADVISED OR MAY OTHERWISE KNOW OF THE POSSIBILITY OF SUCH CLAIMS. FURTHER, UNLESS SPECIFICALLY CAUSED BY WILFULL MISCONDUCT OR GROSS NEGLIGENCE, MAGNUM SHALL NOT BE RESPONSIBLE FOR DAMAGE OR LOSS TO ANY RESERVOIR, ANY SUBSURFACE DAMAGE, ANY SURFACE DAMAGE, OR FOR A WELL BLOW-OUT, EVEN IF SUCH DAMAGE OR LOSS IS CAUSED BY THE NEGLIGENCE OF MAGNUM ALONE OR IN CONJUNCTION WITH THE NEGLIGENCE OF CUSTOMER OR ANY THIRD PARTY. IN NO EVENT SHALL MAGNUM BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THE PRODUCTS AND SERVICES, NOR SHALL MAGNUM BE LIABLE FOR CUSTOMER'S ATTORNEYS FEES. IN NO EVENT SHALL MAGNUM BE LIABLE FOR ANY ENVIRONMENTAL DAMAGE AND CUSTOMER SHALL INDEMNIFY MAGNUM FOR ANY ENVIRONMENTAL LIABILITY INCURRED BY MAGNUM ARISING OUT OF MAGNUM SUPPLY AND/OR SALE OF PRODUCTS AND SERVICES TO CUSTOMER. NOTWITHSTANDING THE ABOVE, MAGNUM SHALL IN NO EVENT BE LIABLE FOR AN AMOUNT GREATER THAN THE AMOUNT THE CUSTOMER PAID TO MAGNUM UNDER THE SPECIFIC PROPOSAL FOR SUCH PRODUCTS AND SERVICES. IN NO EVENT SHALL MAGNUM BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHICH CUSTOMER MAY INCUR.

WITH RESPECT TO ANY PRODUCT SUPPLIED AND/OR SOLD TO CUSTOMER BY MAGNUM THAT IS CUSTOMIZED, ALTERED AND/OR MODIFIED BY CUSTOMER, MAGNUM HEREBY EXPRESSLY DISCLAIMS AND THE CUSTOMER OR ANY OTHER PERSON CLAIMING THROUGH OR UNDER THE CUSTOMER HEREBY RELEASES MAGNUM FROM ALL LIABILITY FOR ANY DAMAGES, COSTS, EXPENSES, CLAIMS, OR ACTIONS ARISING FROM CUSTOMER OR ANY OTHER PERSON CLAIMING THROUGH OR UNDER THE CUSTOMER’S USE OF SUCH CUSTOMIZED, ALTERED, AND/OR MODIFIED PRODUCT.

INDEMNIFICATION

CUSTOMER AGREES TO INDEMNIFY MAGNUM FROM ANY AND ALL DAMAGE TO, OR LOSS OR DESTRUCTION OF CUSTOMER'S OR ITS CONTRACTOR'S EQUIPMENT, DRILL PIPE, IN HOLE EQUIPMENT, WELL BORE, PROPERTY RIGHT IN OR TO OIL, GAS, OR OTHER MINERAL SUBSTANCES, RESERVOIR, STRATA OR LEASEHOLD INTEREST, AND ANY CONTAMINATION, AGGRAVATION, TRANSPORT, OR THE EXISTENCE OF POLLUTION, HAZARDOUS MATERIALS, CHEMICALS, HYDRO CARBONS OR SIMILAR SUBSTANCES REGULATED BY ANY GOVERNMENTAL AUTHORITY ARISING FROM MAGNUM'S SUPPLY AND/OR SALE OF ANY PRODUCTS AND SERVICES HEREUNDER. IN ADDITION, EACH PARTY, ON BEHALF OF ITSELF, ITS SUCCESSORS AND ASSIGNS, AGREES TO THE EXTENT OF ITS RESPONSIBILITY TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY AGAINST ANY AND ALL LIABILITY TO OR CLAIMS OF THIRD PARTIES (TOGETHER WITH ALL REASONABLE LEGAL AND INVESTIGATIVE COSTS RELATING THERETO) FOR PHYSICAL INJURY TO OR DEATH OF ANY PERSON(S) AND FOR LOSS OF OR DAMAGE TO ANY TANGIBLE PROPERTY OCCURRING IN CONNECTION WITH THE PRODUCTS AND SERVICES OR THE PERFORMANCE OF OBLIGATIONS OR THE EXERCISE OF RIGHTS HEREUNDER, TO THE EXTENT SUCH INJURY OR DEATH OR LOSS OF OR DAMAGE TO PROPERTY RESULTS FROM THE NEGLIGENT ACTS OF THE INDEMNIFYING PARTY, ITS AGENTS, EMPLOYEES OR CONTRACTORS.

If any Party entitled to indemnification hereunder (hereinafter referred to as "Indemnified Party") intends to seek indemnification under this Section from any other party (hereinafter referred to as "Indemnifying Party") with respect to any action or claim, the Indemnified Party shall promptly give the Indemnifying Party written notice of such claim or action. The Indemnifying Party shall have no liability under this Section for any claim or action for which such notice is not provided, except to the extent the failure to give such notice does not actually materially prejudice the Indemnifying Party. The Indemnifying Party shall have the right to assume the defense of any such claim or action with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party. Should any Indemnified Party be entitled to indemnification under this Section as a result of a claim or action by a third party, and should the Indemnifying Party fail to assume the defense of such claim or action, the Indemnified Party may, at the expense of the Indemnifying Party, contest (or, with the prior consent, not to be unreasonably withheld or delayed, of the Indemnifying Party, settle) such claim or action. Except to the extent expressly provided herein, no Indemnified Party shall settle any claim or action with respect to which it has sought or intends to seek indemnification pursuant to this Section without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

INTELLECTUAL PROPERTY

Magnum Products and Services that are supplied and/or sold to Customer remain the proprietary property of Magnum and shall not be repaired or modified without Magnum’s consent. Magnum’s proprietary Products and Services, including equipment, shall not be copied or duplicated by Customer. Customer agrees to hold Magnum harmless from patent infringement claims resulting from Magnum's compliance with designs and/or specifications furnished by Customer. The Customer acknowledges and agrees that Magnum may own intellectual property rights in and to the products, including patents and trademarks used in connection therewith, and that nothing in these terms shall be deemed, implied or construed to grant any intellectual property rights whatsoever in or to the products, services, or otherwise including any patents or trademarks used in connection therewith. Without restricting the generality of the foregoing, all right, title and interest in and to the products is and shall remain the exclusive property of Magnum and no title, interest, license or any right respecting the Products and Services is or has been granted to the Customer by implication or otherwise. Magnum agrees to assume the defense of any suit for infringement of any U.S.A. patents brought against Customer to the extent such suit claims infringement of Magnum's patented or patent pending products provided that Customer notifies Magnum within ten (10) days of service of a claim thereon and Magnum is given complete control of the defense of such suit, including the right to defend, settle and make changes in the product for the purpose of avoiding infringement.

MODIFICATIONS TO RENTAL EQUIPMENT

All modifications requested by the Customer and made by Magnum to its rental equipment, shall be paid for by the Customer including any restorations required to return any such equipment to original form. All special tooling and related items shall be and remain the property of Magnum. 

FORCE MAJEURE

Magnum shall not be responsible for non-performance or delays in performance occasioned by any causes beyond Magnum's reasonable control, including, but not limited to, labor difficulties, delays of vendors or carriers, fires, flood, governmental actions, war, riot, terrorism, acts of God and material shortages or other occurrences beyond the reasonable control of Magnum. Any delays so occasioned shall affect a corresponding extension of Magnum's performance dates which are, in any event, understood to be approximate. In no event shall Customer be entitled to incidental or consequential damage for late performance or failure to perform. In the event of such delay, the time for performance or delivery shall be extended by a time reasonably necessary to overcome the effect of the delay.

GENERAL 

1. Catalogues, product brochures, and similar pamphlets of Magnum are issued for general information purposes only and shall not be deemed to modify the provisions hereof.

2. The agreement formed hereby and the language herein shall be construed and enforced in accordance with the laws in force in the State of Texas, Country of the United States of America. Magnum and Customer submit to the exclusive jurisdiction of state and federal courts of Nueces County, Texas, in the Country of the United States of America, and waive any right whereby the parties might be entitled to bring an action under this Contract in any other Province or Country.

3. Magnum shall have the right to unilaterally alter or modify these general terms and conditions from time to time without notice.

4. These terms and conditions shall not be assigned without prior written consent of Magnum.

5. Before returning any products, you must obtain a Return Material Authorization number (“RMA”) by calling Magnum Oil Tools or emailing returns@magnumoiltools.com. When requesting a RMA please provide the following information: number of tools being returned, part numbers, batch numbers and reason for return. A Magnum representative will provide you with a RMA number which will need to be placed on the return label along with “ATTN: Returns.”

6. To help pay for cost of inspection, restocking invoicing, credit memos, etc., there will be a minimum charge of $50.00 per return to stock. Items returned before 90 days of the date on the Invoice will be charged 15%, 91-180 days will be charged 50%, and items older than 180+ days and/or custom built, modified or premium material and premium threaded tools may not be returned for credit.

7. Any action of any kind against Magnum by Customer must be commenced within one (1) year from the date such right, claim, demand or cause of action shall first have accrued.

This Purchase Order (hereinafter referred to as “Order”) will become a binding contract when accepted by Supplier’s acknowledgment or upon any performance by Supplier in fulfillment of this Order. Revisions to the Terms and Conditions of this Order must be in writing and acknowledged by an authorized representative of each party. This Order also incorporates Magnum Oil Tools International, Ltd.’s (hereinafter referred to as “Magnum”) standard terms and conditions. In addition to these Terms and Conditions, Supplier is required to provide goods, products and services in accordance with Magnum’s standard terms and conditions. The terms and conditions set forth in any of supplier’s sales orders, order acknowledgements, field work orders, work tickets, invoices or any other type of memoranda or other document used by supplier in the normal course of business shall not apply to the work to be performed, and magnum hereby expressly rejects such terms and conditions.

DELIVERY

Supplier shall immediately notify Magnum in the event that Supplier’s timely performance under this Order is delayed or likely to be delayed, in whole or in part, and Supplier shall provide Magnum with all available information regarding the reasons for such delay. Such notice shall not constitute a waiver by Magnum of any of Supplier’s obligations under the Order. If the goods, products or services provided by Supplier for Magnum are not delivered or completed on time, at the location and in the quantities required by the Order, Magnum reserves the right, without liability and in addition to its other rights and remedies: (a) to terminate the Order by written notice effective when received by Supplier as to stated goods or products manufactured or supplied to Magnum by Supplier not yet shipped or services not yet rendered; (b) to expedite shipments at the sole cost and expense of Suppler; and (c) to purchase substitute goods, products, or services elsewhere and charge Supplier with any difference between the cost of the goods, products or services as set forth in the Order and the cost of obtaining the substitute goods, products or services. Supplier shall not deliver any goods, products, or services in advance of the date for delivery, as agreed by the Parties, without Magnum’s written permission.

PAYMENT

Magnum will make payments within the time limit stated in the terms for payment set out on the face of this Order after receipt of an undisputed invoice for a completed Order. If the terms for payment are not set out on the face of this Order, then payment terms will be net due sixty (60) days from receipt of invoice after a completed Order. Supplier shall submit timely invoices only after the Order to be invoiced is completed and/or rendered, unless the Parties agree in writing to an alternative invoicing arrangement. At Magnum’s sole discretion, Magnum will not accept an invoice received by Magnum more than ninety (90) days after a completed Order and will not be liable for payment for any goods, products or services that is the subject of a late invoice. If an invoice is disputed by Magnum in whole or in part, Magnum will provide prompt written notice of the dispute to Supplier. Magnum will pay any undisputed amounts within the time limit stated in the terms for payment set out on the face of this Order, but will not be required to pay disputed amounts until the dispute is settled.

SHIPMENT AND PURCHASE ORDER REFERNCE REQUIREMENTS

Supplier is required to mark the number of this Order on all containers, packing slips, bills of lading and invoices and attach a packing slip with each shipment. On the date shipment is made, Supplier shall mail or electronically transmit invoices to Magnum. Supplier shall accept Magnum’s count as final and conclusive for any shipment that is not accompanied by a packing slip. Supplier shall not make partial shipments or deviate from the shipping instructions of this Order without Magnum’s prior express written consent.

QUANTITIES REQUIREMENTS

If there is an increase in quantities above the amount stated in this Order, whether caused by conditions of loading, packing, allowance in manufacturing processes or otherwise, Supplier shall notify Magnum of such increased quantities and the applicable price adjustment prior to shipping this Order. If Magnum accepts the increased quantity and applicable price adjustment, in writing, Supplier will ship this Order to Magnum in accordance with any such modified terms. If, however, Magnum does not accept the increased quantity and applicable price adjustment, Supplier will be obligated to ship to Magnum the quantity called for by this Order at the price quoted by Supplier, all in accordance with the other Terms and Conditions of this Order. Any increased quantity shipped to Magnum without prior acceptance may be returned by Magnum to Supplier at Supplier’s sole expense.

SUPPLIER’S PERFORMANCE REQUIREMENTS, WARRANTIES, INDEMNITIES AND LIMITATION OF LIABILITIES

Supplier warrants and represents that all goods, products and services shall comply with Terms and Conditions of this Order and conform to the specifications, technical drawings and instructions provided by Magnum. If no specifications, technical drawings or instructions are provided, then all goods, products and services must conform to generally accepted industry standards. All services performed constituting part of the manufacturing of any goods or products shall be performed in a good and workmanlike manner.

All goods and products that are part of this Order shall be new (unless otherwise approved in writing by Magnum) and of good quality. The goods and products that are part of this Order must be merchantable, free from defects, and suited for Magnum’s purpose. The goods and products that are part of this Order must also be free and clear of any liens, security interests, charges, or encumbrances of any kind.

Supplier will provide written certification or certificate(s) of conformity with each shipment of goods and products to Magnum. Such certification will verify compliance with the requirements for product usage, heat treatment, or other special processes to be used or that were used in manufacturing the goods and products, as defined on the product documentation or on the face of this Order.

Notwithstanding any other remedies that may be sought by Magnum, Supplier agrees to immediately replace any goods and products not in compliance with this Order and/or these Terms and Conditions at no cost to Magnum.

Upon notice of not less than five (5) business days, Supplier shall permit Magnum’s employees and/or representatives to have access to Supplier’s premises for the purpose of inspecting any work in progress, manufacturing of any goods and products covered by this Order, or any of Supplier’s processes that are used, referenced, or applicable to Supplier’s performance under this Order. All goods, products and services will be subject to final inspection and acceptance by Magnum.

In the event that the goods and products that are part of this Order do not comply with all the warranties stated herein, then Magnum, in its sole discretion, may: (a) hold rejected goods and products for Supplier’s instructions and at Supplier’s risk and return the rejected goods and products to Supplier at Supplier’s sole expense; (b) rescind the Order; (c) accept the goods and products at an equitable reduction in price by agreement between Magnum and Supplier; or (d) rework the goods and products, either internally or through a third party, to bring the goods and products within the standards set forth herein with any outstanding sums due to Supplier to be offset by any costs to Magnum in having the goods and products reworked.

No replacement of rejected goods and products shall be made unless otherwise specified by Magnum at the time the goods and products are returned. Payment prior to inspection shall not constitute acceptance. Supplier will refund all amounts paid for any rejected goods and products, including the cost of freight and handling. Title to non-compliant goods and products shall remain with the Supplier until acceptance by Magnum. Supplier shall promptly reimburse Magnum for any and all damages sustained by Magnum as a result of Supplier’s nonperformance.

Supplier agrees to release, defend, indemnify, and hold Magnum harmless from and against any and all claims, demands, causes of action, liabilities, and disputes related to Supplier’s performance of manufacturing goods and products or providing services under this Order or related to any breach or default by Supplier of its obligations under this Order.

Supplier shall release, protect, defend, indemnify and hold harmless Magnum from any and all claims, demands, causes of action and losses for infringement of a patent or patents, copyrights, trademarks or any other intellectual property right or trade secret misappropriation directly or indirectly arising out of or incident to this agreement or the goods and products or services furnished by Supplier in its performance of the work, including but not limited to, responding to, complying with or defending a third-party subpoena concerning the same.

Magnum will not be liable to Supplier for any indirect, special, punitive, exemplary, or consequential damages, including but not limited to: lost revenue, lost product, lost profits, lost business, or business interruptions. This provision applies regardless of sole, joint, or concurrent negligence, breach of duty, strict liability, products liability, or other fault or responsibility of Magnum.

Supplier will not change its rates during the term of this Order. Magnum may issue a revised Order to change any aspect of the original Order. In the event the revised Order results in an increase or decrease in expense to Suppler, then Supplier shall immediately notify Magnum and the parties will negotiate a mutually-agreeable rate prior to Supplier performing any work under such revised Order. Any changes shall be documented in a revised Order.

INTELLECTUAL PROPERTY RIGHTS

Supplier agrees and understands that goods and products manufactured in connection with drawings, ideas, designs, and/or specifications provided by or on behalf of Magnum remain the proprietary property of Magnum and shall not be copied or duplicated by Supplier. In recognition and consideration of an Order by Magnum to Supplier to create, design, and/or manufacture any goods and products in connection with drawings, ideas, designs, and/or specifications provided by or on behalf of Magnum, Supplier hereby assigns, transfers and conveys all past, current, and future rights, title and interest in the goods and products and all Intellectual Property Rights, including but not limited to any and all patent rights, in the goods and products to Magnum and agrees to keep any nonpublic information concerning the goods and products confidential. Supplier agrees and understands that all future Intellectual Property Rights arising in relation to or out of the goods and products vest in Magnum on and from creation. For avoidance of doubt, the parties hereby affirm that Magnum shall have all right, title and interest in and to Intellectual Property Rights of whatever nature arising out of or related to any goods and products created, designed, and/or manufactured in connection with drawings, ideas, designs, and/or specifications provided by or on behalf of Magnum and the goods and products shall be the sole and exclusive property of Magnum.

ASSIGNMENT

This Order shall not be assignable by Supplier, voluntarily or involuntarily, nor shall a subcontract be made with any other party for the furnishing of any of the completed or substantially completed goods and products, without Magnum’s prior express written consent.

TERMINATION

Magnum will have the right to suspend or terminate this Order at any time by providing Supplier with thirty (30) days’ written notice. In the event of termination without cause, Magnum shall pay for materials and labor costs of Supplier up to the date of notice of termination. Supplier shall deliver all such materials to Magnum within ten (10) days of termination.

Upon written notice, Magnum will have the right to terminate this Order if Supplier defaults on any of its obligations, and fails to remedy the default within five (5) days of Magnum’s notice of the default or Supplier becomes insolvent, or if insolvency, receivership, or bankruptcy proceedings are commenced by or against Supplier. If Magnum terminates this Order under Article 18, Magnum shall not have any further obligation to Supplier.

The termination or expiration of this Order will not relieve or release a party from the obligations or liabilities accrued as of the date of termination or expiration, including but not limited to the obligations under SUPPLIER’S PERFORMANCE REQUIREMENTS, WARRANTIES, INDEMNITIES AND LIMITATION OF LIABILITY.

COMPLIANCE AND REGULATIONS

Supplier must perform all work pursuant to this Order in a manner that complies with all applicable federal, state, and local laws, rules, regulations, ordinances, and statutes.

FORCE MAJEURE

If either Party is unable by reason of Force Majeure to carry out any of its obligations under this Order, other than obligations to pay money, then on the affected party giving notice and particulars in writing to the other Party promptly after the occurrence of the cause relied upon, such obligations shall be suspended for the duration of the Force Majeure.

GOVERNING LAW

These Terms and Conditions along with this Order shall be governed by and interpreted in accordance with the laws of the state of Texas, U.S.A., excluding any choice of law provisions which may direct the application of the laws of any other jurisdiction, and the Parties stipulate and agree to submit to the jurisdiction of the Courts of Nueces County, Texas for the resolution of any disputes between the parties.

ARBITRATION

In the event of any dispute claim, question, or disagreement arising from or relating to this Order and/or Terms and Conditions, the Parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, the Parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If the Parties do not reach such solution within a period of thirty (30) days, then, upon notice by either Party to the other, all disputes, claims questions, or differences shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the provisions of its Commercial Arbitration Rules, as well as the Federal Rules of Civil Procedure and the Federal Rules of Evidence, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration Panel shall consist of a single arbitrator, unless otherwise agreed by the Parties. The place of arbitration shall be Corpus Christi, Texas. If the Parties are not able to decide upon a neutral third party arbitrator within thirty (30) days of the request for arbitration, then the AAA shall select an arbitrator having at least twenty (20) years of experience in intellectual property and commercial matters. All proceedings will be conducted in English. The Parties agree to hold the entirety of the arbitration proceedings, including knowledge of the existence of any dispute or controversy, completely confidential except for such disclosures as might be required by law. This Arbitration Clause does not limit or affect the right of either Party to seek from any court having jurisdiction any interim, interlocutory, or provisional relief that is necessary to protect the rights or property of that Party. The provisions of this Arbitration Clause also does not limit the right of Magnum to seek injunctive relief or the right of a party to apply to the AAA pursuant to the AAA Optional Rules for Emergency Measures seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved.

GENERAL

This constitutes the entire understanding between the Parties regarding this Order and supersedes all previous understandings, agreements, communications, and representations, whether written or oral.  These Terms and Conditions and this Order may not be superseded, amended, or modified except by a written agreement between the Parties, signed by a duly authorized official of each of the parties. To the extent that any Article is invalid under any applicable statute or rule of law, such Article or portion thereof shall be deemed to be stricken without affecting the continued validity of the remaining provisions.