Canada

Standard Terms of Sale and Rental
Packers Plus Energy Services Inc. (“PPESI”)

 

All products and services, including the supply of products, rental of tools and equipment and furnishing of services (collectively the “Deliverables”) are provided to the customer in accordance with the following terms and conditions set out herein. Any proposal, field ticket or other documentation provided to customer, along with these terms and conditions shall, taken together, form the contract between PPESI and the customer. In the event of any conflict between any documents, the following terms and conditions shall govern.

PAYMENT
The customer shall pay the price for all Deliverables as set out in the Field Ticket net 30 days from the date of the field ticket issuing. All taxes, including GST and PST, are in addition to any prices set out in the Field Ticket.

SHIPMENT AND RISK OF LOSS
All products are sold F.O.B. PPESI locations. Customer shall be responsible, and shall pay for, all shipping arrangements including for crating, handling and delivery costs. PPESI 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 PPESI locations. If PPESI coordinates shipping, PPESI will endeavour to ship products on the dates specified by the customer; provided, however, that such delivery date shall be presumed to be approximate and PPESI 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
PPESI offers certain of its equipment to its customers on a rental basis. Such rentals are taken by the customer on an “as is” basis and with the same warranty and warranty limitations as otherwise expressed in section 6 herein. PPESI may replace and/or repair defective rental equipment, as required, in its sole discretion. All rental equipment is run 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 PPESI current Canadian price book, normal wear and tear excepted. 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
PPESI 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
PPESI may provide technical advisory services to assist customer in the proper implementation and operation of the Deliverables. Notwithstanding the provision of any technical advisory services by a PPESI representative, customer retains complete control of the well and complete supervision of any operations performed in or about the well and PPESI expressly disclaims any liability in connection with any technical advisory services.

WARRANTY AND LIMITATION OF LIABILITY
PPESI warrants that the products provided will be in substantial conformance with the proposal provided to customer. With respect to tools and equipment rented hereunder, PPESI warrants that such tools and equipment will be delivered to the customer in serviceable condition. PPESI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OR PERFORMANCE. PPESI HEREBY DISCLAIMS AND THE CUSTOMER HEREBY RELEASES PPESI 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, “Claims”), AND IN NO EVENT SHALL PPESI BE LIABLE THEREFOR, EVEN THOUGH PPESI MAY HAVE BEEN ADVISED OR MAY OTHERWISE KNOW OF THE POSSIBILITY OF SUCH CLAIMS. FURTHER, UNLESS SPECIFICALLY CAUSED BY WILFULL MISCONDUCT OR GROSS NEGLIGENCE, PPESI 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 PPESI ALONE OR IN CONJUNCTION WITH THE NEGLIGENCE OF CUSTOMER OR ANY THIRD PARTY. IN NO EVENT SHALL PPESI BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THE DELIVERABLES. IN NO EVENT SHALL PPESI BE LIABLE FOR ANY ENVIRONMENTAL DAMAGE, HOWSOEVER CAUSED, AND CUSTOMER SHALL INDEMNIFY PPESI FOR ANY ENVIRONMENTAL LIABILITY INCURRED BY PPESI ARISING OUT OF PPESI SUPPLY OF DELIVERABLES TO CUSTOMER. NOTWITHSTANDING THE ABOVE, PPESI SHALL IN NO EVENT BE LIABLE FOR AN AMOUNT GREATER THAN THE AMOUNT THE CUSTOMER PAID TO PPESI UNDER THE SPECIFIC PROPOSAL FOR SUCH DELIVERABLES.

INTELLECTUAL PROPERTY
Customer agrees to save PPESI harmless from patent infringement claims resulting from PPESI’s compliance with designs and/or specifications furnished by customer. The customer acknowledges and agrees that PPESI 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 PPESI and no title, interest, license or any right respecting the Deliverables is or has been granted to the customer by implication or otherwise. PPESI agrees to assume the defence of any suit for infringement of any US patents brought against customer to the extent such suit claims infringement of PPESI’s patented or patent pending products provided that customer notifies PPESI within ten (10) days of service of a claim thereon and PPESI is given complete control of the defence 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 PPESI 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 PPES

I.

GENERAL

a.Catalogues, circulars, and similar pamphlets of PPESI are issued for general information purposes only and shall not be deemed to modify the provisions hereof.

b.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.

c.PPESI will accept a valid exemption certificate from the Buyer if applicable, however, if any exemption certificate previously accepted is not recognized by the government taxing authority involved and PPESI is required to pay the tax covered by such exemption certificate, customer agrees to promptly reimburse PPESI for all taxes paid on the customer’s behalf.

d.PPESI shall not be responsible for non-performance or delays in performance occasioned by any causes beyond PPESI’s reasonable control, including, but not limited to, labour 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 PPESI. Any delays so occasioned shall affect a corresponding extension of PPESI’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.

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

f.These terms and conditions shall not be assigned without prior written consent of PPESI.

g.No products may be returned for credit without written permission of PPESI. PPESI has the right to charge a re-stocking fee at its sole discretion.

USA

Standard Terms and Conditions
Packers Plus Energy Services (U.S.A) Inc. (“PPESI”)

All products and services, including the supply of products, rental of tools and equipment and furnishing of services (collectively the “Deliverables”) are provided to the customer (“Customer”) in accordance with the following terms and conditions set out herein. Any proposal, field ticket or other documentation relating to the Deliverables provided to Customer, along with these terms and conditions shall, taken together, form the contract between PPESI and the Customer (the “Contract”). In the event of any conflict between any documents, the following terms and conditions shall govern.

PAYMENT
The Customer shall pay the price in US Dollars for all Deliverables as set out in the field ticket invoice (“Invoice”) net 30 days from the date the Invoice was issued. All taxes and duties, if any, are for the account of Customer and in addition to the prices identified in the Invoice.

SHIPMENT AND RISK OF LOSS
All products are sold F.O.B. PPESI locations. Customer shall be responsible for, and shall pay for, all shipping arrangements including for crating, handling and delivery costs. PPESI 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 PPESI locations. If PPESI coordinates shipping, PPESI will endeavour to ship products on the dates specified by the Customer; provided, however, that such delivery date shall be presumed to be approximate and PPESI 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
PPESI offers certain of its equipment to its customers on a rental basis. Such rentals are taken by the Customer on an “as is” basis and with the same warranty and warranty limitations as otherwise expressed in section 6 herein. PPESI 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 PPESI current US pricing of such rental equipment, normal wear and tear excepted. 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. dollar list prices.

DESIGN MODIFICATIONS
PPESI 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 PPESI to provide certain technical advisory services to assist Customer in the proper implementation and operation of any product, tool or equipment included in the Deliverables supplied by PPESI, such advice shall be based upon PPESI’s experience in the field but is made without warranty, express or implied as more specifically described in Section 6. Notwithstanding the provision of any technical advisory services by a PPESI representative, Customer retains complete control of the well and complete supervision of any operations performed in or about the well and PPESI expressly disclaims any liability in connection with any technical advisory services.

WARRANTY AND LIMITATION OF LIABILITY
PPESI warrants that the products provided will be in substantial conformance with the proposal provided to Customer. With respect to tools and equipment rented hereunder, PPESI warrants that such tools and equipment will be delivered to the Customer in serviceable condition. WITH RESPECT TO ANY DELIVERABLE SUPPLIED TO CUSTOMER, PPESI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OR PERFORMANCE. PPESI HEREBY DISCLAIMS AND THE CUSTOMER HEREBY RELEASES PPESI 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, “CLAIMS”), AND IN NO EVENT SHALL PPESI BE LIABLE THEREFOR, EVEN THOUGH PPESI MAY HAVE BEEN ADVISED OR MAY OTHERWISE KNOW OF THE POSSIBILITY OF SUCH CLAIMS. FURTHER, UNLESS SPECIFICALLY CAUSED BY WILFULL MISCONDUCT OR GROSS NEGLIGENCE, PPESI 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 PPESI ALONE OR IN CONJUNCTION WITH THE NEGLIGENCE OF CUSTOMER OR ANY THIRD PARTY. IN NO EVENT SHALL PPESI BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THE DELIVERABLES, NOR SHALL PPESI BE LIABLE FOR CUSTOMER’S ATTORNEYS FEES. IN NO EVENT SHALL PPESI BE LIABLE FOR ANY ENVIRONMENTAL DAMAGE, HOWSOEVER CAUSED, AND CUSTOMER SHALL INDEMNIFY PPESI FOR ANY ENVIRONMENTAL LIABILITY INCURRED BY PPESI ARISING OUT OF PPESI SUPPLY OF DELIVERABLES TO CUSTOMER. NOTWITHSTANDING THE ABOVE, PPESI SHALL IN NO EVENT BE LIABLE FOR AN AMOUNT GREATER THAN THE AMOUNT THE CUSTOMER PAID TO PPESI UNDER THE SPECIFIC PROPOSAL FOR SUCH DELIVERABLES.

INDEMNIFICATION

7.1 CUSTOMER AGREES TO INDEMNIFY PPESI 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 PPESI’S SUPPLY OR PERFORMANCE OF ANY DELIVERABLES 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 DELIVERABLES 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.

7.2 If any Party entitled to indemnification hereunder (the “Indemnified Party”) intends to seek indemnification under this Section from any other party (the “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
Customer agrees to save PPESI harmless from patent infringement claims resulting from PPESI’s compliance with designs and/or specifications furnished by Customer. The Customer acknowledges and agrees that PPESI 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 PPESI and no title, interest, license or any right respecting the Deliverables is or has been granted to the Customer by implication or otherwise. PPESI agrees to assume the defence of any suit for infringement of any US patents brought against Customer to the extent such suit claims infringement of PPESI’s patented or patent pending products provided that Customer notifies PPESI within ten (10) days of service of a claim thereon and PPESI is given complete control of the defence 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 PPESI 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 PPESI.

GENERAL

a. Catalogues, circulars, and similar pamphlets of PPESI are issued for general information purposes only and shall not be deemed to modify the provisions hereof.

b. 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. PPESI and Customer submit to the exclusive jurisdiction of the state and federal courts of Harris 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.

c. PPESI shall not be responsible for non-performance or delays in performance occasioned by any causes beyond PPESI’s reasonable control, including, but not limited to, labour 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 PPESI. Any delays so occasioned shall affect a corresponding extension of PPESI’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.

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

e. These terms and conditions shall not be assigned without prior written consent of PPESI.

f. No products may be returned for credit without written permission of PPESI. PPESI has the right to charge a re-stocking fee at its sole discretion

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

International

Standard Terms and Conditions
Packers Plus Energy Serices (Cyprus) Ltd. (“PPES”)

All products and services, including the supply of products, rental of tools and equipment and furnishing of services (collectively the “Deliverables”) are provided to the customer (“Customer”) in accordance with the following terms and conditions set out herein. Any proposal, field ticket or other documentation relating to the Deliverables provided to Customer, along with these terms and conditions shall, taken together, form the contract between PPES and the Customer (the “Contract”). In the event of any conflict between any documents, the following terms and conditions shall govern.

PAYMENT
The Customer shall pay the price in US Dollars for all Deliverables as set out in the invoice (“Invoice”) net 30 days from the date the Invoice was issued. All taxes and duties, if any, are for the account of Customer and in addition to the prices identified in the Invoice.

SHIPMENT AND RISK OF LOSS
All products are sold F.O.B. PPES locations. Customer shall be responsible for, and shall pay for, all shipping arrangements including for crating, handling and delivery costs. PPES will coordinate shipping at the Customer’s request; however, all costs incurred will be for the customers account and will not be paid by PPES and the Customer will assume all risk of loss once the products leave PPES locations. If PPES coordinates shipping, PPES will endeavour to ship products on the dates specified by the Customer; provided, however, that such delivery date shall be presumed to be approximate and PPES 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
PPES offers certain of its equipment to its customers on a rental basis. Such rentals are taken by the Customer on an “as is” basis and with the same warranty and warranty limitations as otherwise expressed in section 6 herein. PPES 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 PPES current US pricing of such rental equipment, normal wear and tear excepted. 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. dollar list prices.

DESIGN MODIFICATIONS
PPES 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 PPES to provide certain technical advisory services to assist Customer in the proper implementation and operation of any product, tool or equipment included in the Deliverables supplied by PPES, such advice shall be based upon PPES’s experience in the field but is made without warranty, express or implied as more specifically described in Section 6. Notwithstanding the provision of any technical advisory services by a PPES representative, Customer retains complete control of the well and complete supervision of any operations performed in or about the well and PPES expressly disclaims any liability in connection with any technical advisory services.

WARRANTY AND LIMITATION OF LIABILITY
In the event PPES supplies third party products to the Customer, PPES disclaims all warranty on and liability arising from, any such third party equipment. PPES warrants that the products provided will be in substantial conformance with the proposal provided to Customer. With respect to tools and equipment rented hereunder, PPES warrants that such tools and equipment will be delivered to the Customer in serviceable condition. WITH RESPECT TO ANY DELIVERABLE SUPPLIED TO CUSTOMER, PPES DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OR PERFORMANCE. PPES HEREBY DISCLAIMS AND THE CUSTOMER HEREBY RELEASES PPES 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, “CLAIMS”), AND IN NO EVENT SHALL PPES BE LIABLE THEREFOR, EVEN THOUGH PPES MAY HAVE BEEN ADVISED OR MAY OTHERWISE KNOW OF THE POSSIBILITY OF SUCH CLAIMS. FURTHER, UNLESS SPECIFICALLY CAUSED BY WILFULL MISCONDUCT OR GROSS NEGLIGENCE, PPES 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 PPES ALONE OR IN CONJUNCTION WITH THE NEGLIGENCE OF CUSTOMER OR ANY THIRD PARTY. IN NO EVENT SHALL PPES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THE DELIVERABLES, NOR SHALL PPES BE LIABLE FOR CUSTOMER’S ATTORNEYS FEES. IN NO EVENT SHALL PPES BE LIABLE FOR ANY ENVIRONMENTAL DAMAGE, HOWSOEVER CAUSED, AND CUSTOMER SHALL INDEMNIFY PPES FOR ANY ENVIRONMENTAL LIABILITY INCURRED BY PPES ARISING OUT OF PPES SUPPLY OF DELIVERABLES TO CUSTOMER. NOTWITHSTANDING THE ABOVE, PPES SHALL IN NO EVENT BE LIABLE FOR AN AMOUNT GREATER THAN THE AMOUNT THE CUSTOMER PAID TO PPES UNDER THE SPECIFIC PROPOSAL FOR SUCH DELIVERABLES.

INDEMNIFICATION

7.1 CUSTOMER AGREES TO INDEMNIFY PPES 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 PPES’S SUPPLY OR PERFORMANCE OF ANY DELIVERABLES 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 DELIVERABLES 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.

7.2 If any Party entitled to indemnification hereunder (the “Indemnified Party”) intends to seek indemnification under this Section from any other party (the “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
Customer agrees to save PPES harmless from patent infringement claims resulting from PPES’s compliance with designs and/or specifications furnished by Customer. The Customer acknowledges and agrees that PPES 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 PPES and no title, interest, license or any right respecting the Deliverables is or has been granted to the Customer by implication or otherwise. PPES agrees to assume the defence of any suit for infringement of any US patents brought against Customer to the extent such suit claims infringement of PPES’s patented or patent pending products provided that Customer notifies PPES within ten (10) days of service of a claim thereon and PPES is given complete control of the defence 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 PPES 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 PPES.

GENERAL

a. Catalogues, circulars, and similar pamphlets of PPES are issued for general information purposes only and shall not be deemed to modify the provisions hereof.

b. The agreement formed hereby and the language herein shall be construed and enforced in accordance with the laws in force in the country of Canada. PPES and Customer submit to the exclusive jurisdiction of the Province of Alberta in the Country of Canada, and waive any right whereby they might be entitled to bring an action under this Contract in any other Province or country

c. PPES shall not be responsible for non-performance or delays in performance occasioned by any causes beyond PPES’s reasonable control, including, but not limited to, labour 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 PPES. Any delays so occasioned shall affect a corresponding extension of PPES’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.

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

e. These terms and conditions shall not be assigned without prior written consent of PPES.

f. No products may be returned for credit without written permission of PPES. PPES has the right to charge a re-stocking fee at its sole discretion.

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