Terms & Conditions

Acceptance.  This Invoice is expressly limited to and made conditional upon Customer’s unqualified acceptance of the terms and conditions contained herein.  Any of the Customer’s terms and conditions which are in addition to or different from those contained herein which are not separately and expressly agreed to in writing are hereby objected to and rejected.  Customer’s objection to any terns and conditions contained herein shall be deemed to have been waived if written notice of such objection is not received by Titan PetroServices within ten (10) days of the date of this invoice.  Customer will in any event be deemed to have assented to all terms and conditions contained herein if any part of the invoice described herein is accepted.

Risk of Operations.  Customer agrees and acknowledges that Titan PetroServices is an independent contractor and that all Titan PetroServices-furnished rentals (“Equipment”) shall be under the direct supervision and control of Customer, that because of uncertain or unknown conditions and incidental hazards under which rental equipment is used, Titan PetroServices does not warrant or guarantee the results of the Equipment; and that all tools are run and equipment used, at Customer’s sole risk.  All tools and equipment (collectively “Tools”) rented hereunder are rented and operated at Customer’s sole risk.  TITAN PETROSERVICES SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, CONTINGENT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF SUCH TOOLS OR EQUIPMENT.  Well conditions which prevent satisfactory operation of such Tools do not relieve Customer of its responsibilities for payment.  CUSTOMER SHALL BE SOLEY RESPONSIBLE FOR ANY SUBSURFACE DAMAGE TO THE WELL OR RESERVOIRS OR FOR SURFACE DAMAGE TO PERSONS (INCLUDING INJURY, ILLNESS AND DEATH) OR PROPERTY WHICH MAY RESULT FROM THE USE OF SUCH TOOLS, INCLUDING DAMAGE CONSTITUTING OR RESULTING FROM POLLUTION (IRRESPECTIVE OF THE CAUSE OF SUCH DAMAGE AND WHETHER OR NOT OCCASSIONED BY TITAN PETROSERVICES NEGLIGENCE, FAULT OR STRICT LIABILITY).  CUSTOMER SHALL DEFEND, INDEMNIFY AND HOLD TITAN PETROSERVICES HARMLESS FROM ANY AND ALL CLAIMS, LAWSUITS, LIABILITIES, AND CAUSES OF ACTION FOR INJURY OR ILLNESS TO OR DEATH OF ANY PERSON OR FOR DAMAGE TO OR DESTRUCTION OF PROPERTY CAUSED BELOW OR ABOVE THE SURFACE BY ANY TOOLS AND OR EQUIPMENT RENTED HEREUNDER, WHETHER OR NOT SUCH INJURY, ILLNESS, DEATH, DAMAGE OR DESTRUCTION IS CAUSED, IN WHOLE OR IN PART, BY THE NEGLIGENCE, FAULT OR STRICT LIABILITY OF TITAN PETROSERVICES, WHICH INDEMNITY OBLIGATION SHALL BE SUPPORTED BY U.S.$500,000 OF LIABILITY INSURANCE TO BE FURNISHED BY CUSTOMER.

Warranty.  The Tools and or equipment furnished hereunder are warranted to be free from defects in materials and workmanship.  In the event that defects in material or workmanship appear, Customer’s remedy shall be exclusively limited, in the sole discretion of Titan PetroServices, to either (i) the replacement of affected Tools; or (ii) rebate of the rental price of the defective Tools.  This warranty shall expire one (1) year after the invoice date.  IN NO EVENT SHALL TITAN PETROSERVICES BE LIABLE FOR DIRECT, SPECIAL, CONTINGENT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DOWNTIME, LOSS OF THE HOLE, POLLUTION, LOST HYDROCARBON PRODUCTION AND LOST PROFITS ARISING FROM A BREACH OF THIS WARRANTY, WHETHER OR NOT SUCH BREACH IS OCCASIONED BY TITAN PETROSERVICES NEGLIGENCE, FAULT OR STRICT LIABILITY.  THIS WARRANTY IS IN LIEU OF, AND TITAN PETROSERVICES HEREBY EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND GOOD AND WORKMANLIKE PERFORMANCE.

Prices.  Prices include taxes, and all sales use, excise or similar taxes, or other taxes which Titan PetroServices is required to collect, with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any goods or services.  Tools are rented on a per well basis and rental charges shall be determined by the current Titan PetroServices Price List and/or Price Book.  Well conditions which prevent satisfactory operation of Tools shall not relieve Customer of the responsibility to pay the applicable charges.

Terms of Payment.  This invoice for rental and other charges is being sent to Customer based upon the return of the Tools and/or at the end of each month whether or not Tools are returned.  Unless otherwise stated on the face of the invoice, terms of payment are net thirty (30) days following the invoice date.

Damaged or Lost Equipment/Tools.  With the exception of ordinary wear and tear, damaged Equipment/Tools shall be replaced and/or repaired at Customer’s expense.  In the event that any Equipment/Tools are lost in the well, Customer will make a diligent effort to recover the Tools, at no cost to Titan PetroServices.  Any Tools abandoned in the well, damaged beyond repair or lost for any reason (including Acts of God), in transit, or otherwise while in the custody of Customer or any third party arranged for by Customer, will be charged to Customer at the applicable lost price or sales price as shown in the applicable Price List and/or Price Book.  For Tools damaged beyond repair or lost in any other way, Customer shall be charged the current Titan PetroServices sales price.  Accrued rental charges to the date of loss must also be paid.  No accrued rental shall be applied to the sales price of the Tools.  While being rented, Titan PetroServices shall retain title to all damage or lost Tools, and no title or other interest in damaged or lost Tools shall accrue to Customer in such instance.  A full refund less accrued rental shall be issued for all Tools lost and invoiced and later recovered undamaged and returned within thirty (30) days of the invoice date.  Titan PetroServices shall not be responsible for holding Tools that have been damaged and sold to a customer beyond thirty (30) days after the date of invoice for such Tools.

Limitation of Liability.  NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXPRESS OR IMPLIED, (1) TITAN PETROSERVICES LIABILITY FOR ANY CLAIM OR ACTION OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RESULTING FROM THE MANUFACTURE, SALE, DELIVERY, RESALE, USE OR REPAIR OF GOOD’S (INLCUDING TOOLS) BY TITAN PETROSERVICES SHALL NOT EXCEED TITAN PETROSERVICES PRICE FOR THE GOOD, COMPONENT PART THEREOF WHICH GIVES RISE TO SUCH CLAIM OR ACTION; AND (2) TITAN PETROSERVICES SHALL IN NO EVENT BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR CONTINGENT LIABILITIES ARISING  OUT OF THIS AGREEMENT OR THE FAILURE OF ANY GOODS TO OPERATE PROPERLY, INCLUDING ANY DAMAGES OCCASIONED BY DELAY, LOST BUSINESS OPPORTUNITY, LOST HYDROCARBONS, LOST PRODUCTION OR LOST PROFITS OR OTHERWISE.  CUSTOMER ASSUMES ALL LIABILITY FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PERPERTY ARISING OUT OF, CONNECTED WITH OR RESULTING FROM THE POSSESSION, USE OR APPLICATION OF SUCH GOODS, EITHER ALONE OR IN COMBINATION WITH OTHER GOODS.

Indemnification.

(a)  CUSTOMER AGREES TO PROTECT, INDEMNIFY, HOLD HARMLESS AND DEFEND TITAN PETROSERVICES FROM AND AGAINST ANY CLAIMS, DEMANDS, LIENS, DAMAGES, CAUSES OF ACTION, JUDGMENTS, LOSSES AND LIABILITIES OF ANY NATURE WHATSOEVER ARISING IN ANY MANNER, DIRECTLY OR INDIRECTLY, OUT OF OR IN CONNECTION WITH OR IN THE COURSE OF OR INCIDENTAL TO (i) CUSTOMER’S WORK OR OPERATIONS WITH THE GOODS REGARDLESS OF CAUSE OR OF THE SOLE, CONCURRENT OR CONTRIBUTING FAULT OR NEGLIGENCE OF TITAN PETROSERVICES OR ITS EMPLOYEES OR AGENTS; OR (ii) ANY BREACH OF OR FAILURE TO COMPLY WITH ANY OF THE PROVISIONS OF THIS AGREEMENT.

(b)  CUSTOMER AGREES TO PROTECT, INDEMNIFY, HOLD HARMLESS AND DEFEND TITAN PETROSERVICES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION JUDGMENTS, LOSSES, DAMAGES AND LIABILITIES FOR INFURY TO OR DEATH OF CUSTOMER, CUSTOMER’S AGENTS OR EMPLOYEES, ANY EMPLOYEE OR AGENT OF ANY SUBCONTRACTOR OR SUPPLIER, OR PERSONS AT CUSTOMER’S WORK LOCATION ARISING IN ANY MANNER, DIRECTLY OR INDIRECTLY, OUT OF OR IN CONNECTION WITH OR IN THE COURSE OF OR INCIDENTAL TO ANY OF CUSTOMER’S WORK OR OPERTIONS WITH THE GOODS, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF TITAN PETROSERVICES OR ITS EMPLOYEES OR AGENTS.

Transportation and Delivery Charges.  All transportation charges shall be billed by common carrier at their rates and shall be paid by Customer.  Customer will at all times remain solely and wholly responsible for loss of or damage to any Tools that should occur while Tools are being transported by or on behalf of Customer of by conveyance arranged by or for Customer.

Assignment.  Neither party shall assign its rights or delegate its performance hereunder without the prior written consent of the other, and any attempted assignment or delegation without such consent shall be void.

Entire Agreement.  Except for the Terms and Conditions in the current Price List and/or Price Book, this instrument contains the entire agreement of the parties relating to the subject matter hereof, and may not be amended except in a writing signed by an officer of Titan PetroServices, LLC.

Governing Law.  This agreement shall be construed, interpreted, performed and the rights of the parties determined in accordance with the laws of the State of Texas.