Tratec Solutions AS and its AFFILIATES Worldwide Terms and Conditions of Sale

The terms, conditions, and limitations set forth herein (“Terms”) are the only terms to which Seller will agree on any purchase or work order received from Buyer and shall be construed as a written acceptance of such purchase or work order («Order»). No terms other than those stated herein and no agreement or understanding, oral or written, in any way purporting to modify this Order, whether contained in Buyer’s purchase order or shipping release form or elsewhere, shall be binding on Tratec Solutions AS, its parent, affiliates, or subsidiary entities (“Seller”), and any such attempted modifications are hereby rejected by Seller. All bids, quotations, acknowledgements, offers, and sales by Seller are subject to and expressly conditioned upon these Terms. In the event of a conflict between these Terms and any other terms, these Terms shall prevail, and any other such terms are expressly objected. “Buyer” means the entity to which Seller’s offer is made or the entity purchasing goods or services from Seller. If Buyer and Seller have agreed in writing to a separate master service agreement or an agreement of similar nature governing Seller’s provision of goods, services, or rental equipment (“MSA”), which MSA is in force at the time of the Order and such MSA expressly applies to the applicable goods, service, services, or rental equipment stated in the Order, the Order will be governed by such MSA.

1. Payment and Taxes: Unless otherwise agreed in writing by the parties, all payments are due in the currency specified in Seller’s proposal, acknowledgment, and/or invoice, and all charges are payable within net thirty (30) days of the date of Seller’s invoice. The amount of compensation payable to Seller shall be that set forth in Seller’s ERP system at the time services are performed, unless otherwise agreed in writing by the parties. Prices quoted by Seller do not include sales, VAT, use or similar taxes, and such taxes, where applicable shall be added to the quoted prices and invoiced accordingly. All Orders are subject to the continued review of the Seller. If, in Seller’s opinion, the financial position of the Buyer has so changed prior to delivery as to render the Seller insecure or if Buyer is in default of any payment (whether in a previous order or the current Order pending), then Seller may suspend delivery or performance of the Order or part thereof without liability or prejudice to and without limitation of any other remedy until Buyer cures the default, tenders payment, or provides a satisfactory security for payment. If Buyer’s account with Seller becomes delinquent, Seller has the right to revoke any and all discounts previously applied in arriving at the net invoice price and to require cash on delivery payment terms for all existing Orders and future Orders until Buyer’s financial status is, in Seller’s opinion, secure. Upon revocation, the full invoice price without discount shall become immediately due and owing and subject to collection with interest at the maximum rate allowed by law. If in the event it becomes necessary to place the account in the hands of an attorney for collection, Buyer agrees to pay reasonable attorney fees incurred by the Seller. All federal, state, dominion, provincial or municipal taxes now or hereafter imposed in respect to the goods sold by the Seller and/or the processing, manufacture, delivery, transportation and/or proceeds of the goods herein specified shall be for the account of the Buyer, and if taxes are required to be paid by the Seller, the amount thereof shall be added to and become part of the price payable by the Buyer.

2. Delivery terms: All quotations and sales are EXW (Seller’s premises) INCOTERMS® 2020 unless otherwise specified on the face thereof and agreed to in writing by Seller. Seller’s responsibility ceases upon delivery to carrier and title shall transfer and risk of loss shall be borne by Buyer at that point. Stated delivery dates are approximate only and cannot be guaranteed. Seller shall have no liability for damages arising out of the failure to keep a projected delivery date, irrespective of the length of the delay. In the event Buyer is unable to accept delivery of goods when tendered, Seller may, at its option, arrange storage of the goods, and Buyer shall be liable to Seller for the cost of such storage. This provision is without prejudice to any other rights that Seller may have with respect to Buyer’s failure to take delivery of goods, which includes the right to invoice Buyer for the goods as well as any other unshipped goods pertaining to the Order. Any expedited or other premium transportation charges requested by Buyer will be for the account of Buyer. A minimum shipping and handling charge may apply to any Order of less than $500.00. Prices are subject to adjustment to reflect the Seller’s prices in effect at time of shipment. No claims for price adjustments will be honored unless presented within one year from the date of invoice. All quotations are subject to change without notice and prior to the sale of goods.

3. Warranties: a) Goods: In the event any goods manufactured and/or assembled by Seller and furnished hereunder are found to be defective or otherwise fail to conform to the specifications of this Order within twelve (12) months after the date of shipment, Seller will, at its sole option, either: (1) replace the goods at the delivery point specified herein, (2) repair the goods, or (3) credit the purchase price. Buyer’s remedies with respect to goods manufactured by others and furnished hereunder that are found to be defective or otherwise not in conformity with the Order are limited to any warranties extended and honored by the manufacturer. Buyer’s remedies are limited as aforesaid regardless of whether Buyer’s claim is based on principles of contract or tort. Seller must be given a reasonable opportunity to investigate. Seller’s total cumulative liability in any way arising from or pertaining to any goods sold or required to be sold under this Order shall not, in any case, exceed the Order price paid by Buyer of such goods. Seller is not responsible for any costs associated with achieving access, removal, offshore transportation, uncovering, uninstalling, or reinstalling warranted goods. b) Services: Seller warrants that the services to be provided pursuant to this Order shall conform to the material aspects of the specifications set forth in the relevant scope of work document as agreed to in writing by Seller and Buyer. Seller shall re-perform that part of the non-conforming services, provided Seller is notified by Buyer prior to Seller’s departure from the worksite. With respect to any work performed on goods furnished by Buyer (including but not limited to repairing, welding, machining, fabricating, heat treating, and forging) Seller agrees to make reasonable efforts to perform such work in accordance with Buyer’s specifications. Claims must be made promptly following delivery of the work on the goods to Buyer, and in any event, not more than within three (3) months thereafter. Seller must be given a reasonable opportunity to investigate. It is understood and agreed that the reports and records made by Seller as to the results of its services shall be the good faith opinions only of Seller and are not to be construed as warranties or guarantees, express or implied, of quality, classification, merchantability, or fitness for purpose. c) Rental: Seller warrants that any rental equipment provided under this Order will be in good working order during the rental term. Buyer confirms that it has selected the rental equipment and each part thereof on the basis of its own sole judgment and expressly disclaims reliance upon any statements, representations or warranties made by Seller. Buyer acknowledges that Seller is not a manufacturer, vendor, or consultant of any part of the rental equipment. Neither operating conditions (including well conditions) which prevent satisfactory operation of rental equipment nor loss, damage, or destruction of the rental equipment relieves company of its responsibilities for payment of rental equipment and other costs agreed upon in any applicable Order. Buyer specifically understands and agrees that Buyer’s sole and exclusive remedy for breach of warranty, tortious conduct, or any other cause of action against Seller or Seller’s officers, agents, or employees, if any, shall be limited to the repair or replacement of the rental equipment or any defective parts at Seller’s sole discretion and at Seller’s regular place of business or at such other place of business designated by Seller, during normal working hours. d) Software: Seller warrants that all software created and provided by Seller hereunder does not and will not infringe upon or violate any intellectual property right or other property right of any third person or entity. In the event of a claim against Buyer asserting or involving such an allegation, Seller will defend, at Seller’s expense, and will indemnify Buyer and hold Buyer harmless against any loss, cost, expense (including attorneys’ fees), or liability arising out of such a claim. In the event an injunction or order should be obtained against use of the software by reason of the allegations, or if in Seller’s opinion the software is likely to become the subject of such a claim of infringement, Seller will, at its option and in its expense and as Buyer’s sole and exclusive remedy, (i) procure for Buyer the right to continue using the software; (ii) replace or modify the software so that it becomes non-infringing (such as modification or replacement shall be functionally equivalent to the original); or, (iii) if neither (i) nor (ii) is commercially and reasonably practicable, refund to Buyer a pro-rated portion of the purchase price paid for the software. e) Seller’s warranty obligations hereunder shall not apply if the non-conformity or failure was caused by (a) Buyer’s failure to properly store or maintain the goods, equipment or parts; (b) the unauthorized modification, repair or service of the goods, equipment or parts by Buyer; (c) utilization of replacement parts not manufactured by Seller; or (d) use or handling of the goods, equipment or parts by Buyer in a manner inconsistent with Seller’s recommendations. f) THIS SECTION 3 SET FORTH BUYER’S SOLE REMEDY AND SELLER’S EXCLUSIVE OBLIGATION WITH REGARD TO NON-CONFORMING GOODS, SERVICES, RENTAL EQUIPMENT OR SOFTWARE. THESE WARRANTIES ARE GIVEN EXPRESSLY AND IN PLACE OF ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, AND ALL IMPLIED WARRANTIES, INCLUDING THOSE CONDITIONS FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. BUYER ACKNOWLEDGES AND AGREES THAT BUYER TAKES SOLE RESPONSIBILITY FOR THE SELECTION OF AND SPECIFICATIONS FOR THE GOODS AND THEIR FITNESS FOR ANY PURPOSES INTENDED BY THE BUYER OR BUYER’S CUSTOMER(S).

4. Cancellation and Returns: (a) Orders placed by Buyer and accepted by Seller may be canceled only with the written consent of Seller and will be subject to cancellation charges. All of Seller’s documents, drawings and like information shall be returned to Seller upon Buyer’s request for cancellation. No Orders may be cancelled after delivery and/or shipment, whichever occurs first. As estimated actual damages, Buyer agrees to pay Seller the greater of Seller’s actual costs incurred prior to cancellation plus a reasonable profit, or the following minimum cancellation charges: a) 20% of Order value if canceled thirty (30) or more days prior to the original delivery/shipment date; b) 50% of the Order value if canceled thereafter; or, c) 100% of the Order value of any non-standard items, which are items not built for stock or items built to Buyer specifications. Buyer shall verify the amount of the cancellation charges prior to canceling an Order. For rental equipment, minimum rental charges as stated in the Seller proposal will apply. (b) All Orders are subject to Seller’s sole discretion as to whether returns will be allowed. However, under no circumstance will returns be allowed more than thirty (30) days after purchase of goods. Should Seller accept return of goods, goods must be in first class-saleable condition and unused. Buyer shall be responsible for all return costs that Seller incurs, including but not limited to, rework, repackaging, and restocking costs as well as for one hundred percent (100%) of any buyout Order or non-standard goods ordered.

5. Seller Intellectual Property: Buyer shall not do any of the following, nor shall it permit, assist, or encourage any third party or any of its employees, agents, or affiliates, to do any of the following: (i) copy, modify, adapt, alter, translate, or create derivative works from software or other intellectual property provided by Seller hereunder (collectively, “IP”); (ii) sublicense, distribute, sell, lease, rent, loan, or otherwise transfer any IP to a third party; (iii) merge any IP with other software or works, or use IP to develop an application or program having a substantially similar primary function as the IP; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the IP; (v) directly or indirectly encumber the IP; or (vi) otherwise exercise any rights in or to the IP.

6. Liens: Seller shall not protect, defend, indemnify, release, or hold harmless Buyer from any claim or lien attaching to the property or equipment of Buyer arising out of Buyer’s failure to pay Seller.

7. Force Majeure: In the event of any delay in Seller’s performance due to fire, explosion, strike, shortage of utility, facility, material or labor, delay in transportation, breakdown or accident, compliance with any other action taken to carry out the intent or purpose of any law or regulation, or other causes beyond Seller’s control, including World Health Organization declared pandemics, Seller shall not be liable for damages or losses due to any such causes. Seller shall use reasonable efforts to ship within the time specified but cannot guarantee timely delivery and shall not be liable for any damages caused by delay in delivery, irrespective of the cause of delay.

8. Confidentiality: Buyer agrees to keep confidential all Seller IP and confidential information provided by Seller hereunder whether patentable, copyrightable, or not. Buyer acknowledges that Seller’s ownership of, development of, and protection of its IP and confidential information is an integral part of Seller’s business. Buyer agrees that it will not use or allow the use of any technology or know-how supplied by Seller, or otherwise obtained from Seller to replicate Seller’s equipment, and Buyer agrees that it will not attempt to analyze, reverse-engineer, or otherwise ascertain the composition or manufacture of Seller’s goods. All materials, products, technology, know-how, and IP developed by, created by, or invented by Seller as a part of this Order are and shall remain the sole and exclusive property of Seller without limitations.

9. Inspection: Any agreed inspection of the goods prior to delivery must be made at Seller’s warehouse or point of manufacture, and such inspection and acceptance shall be final. Reasonable facilities will be afforded to inspectors representing Buyer to make such inspection and to apply tests in accordance with the specifications to which Seller has previously agreed, prior to shipment from warehouse or plants of Seller or Seller’s suppliers. Any inspections are at Buyer’s sole cost and risk. Buyer shall have the right to inspect and test the goods within forty-eight (48) hours after delivery and to reject any conforming good as to quality, type, quantity, or other requirements as stated in this Order. If Buyer does not reject the goods within this forty-eight (48) hour inspection period, the goods are deemed to be accepted.

10. Governing Law and Dispute Resolution: Any clause required to be included in this Order by any applicable law or administrative regulation having the effect of law shall be deemed to be incorporated herein. It is hereby certified that the goods manufactured by Seller are produced in accordance with the Fair Labor Standards Act. This Order shall be governed by and interpreted in accordance with Norwegian law, excluding conflicts and choice of law principles, and any dispute or controversy between the parties arising out of or related to this Order or the provision of services contemplated hereunder shall be resolved in the courts of Kristiansand, Norway.

11. Changes in Tax Laws: If after the execution of this Order there are any changes in the taxation laws and regulations which affect the cost of Seller’s performance of its obligations under this Order, then Seller shall be compensated for such subsequent, material or provable adverse changes such that Seller is in the same financial position than it would have been had the relevant law not been changed. Seller shall notify Buyer of any such change and provide documentation to Buyer to evidence such change and the effect it has had on Seller’s financial position in respect of this Order only.

12. Regulations Affecting Price: (a) Should changes in any applicable laws, rules, and regulations (including any change in interpretation of the same by a competent authority) made after the effective date of commencement of this Order result in increases or decreases in the cost to the Seller, the price shall be adjusted accordingly. (b) In the event that manufacturers file anti-dumping suits or impose any government ruling on imports, against any of the manufactures that have been used by Seller under this Order, or if such legal action may restrict shipment or cause price changes, Seller reserves the option to renegotiate the price or withdraw from this Order. Any margins/tariffs levied on material will be passed on to the Buyer in full and Buyer agrees to accept these additional charges.

13. Indemnity: the following definitions shall apply: “Seller Group” shall mean (i) Seller, its parent, subsidiary, or related companies, (ii) its and their working interest owners, co-lessees, co-owners, partners, joint ventures, if any, and their respective parents, subsidiary, or related companies and (iii) the officers, directors, employees, consultants, agents, and invitees of all of the foregoing. “Buyer Group” shall mean (i) Buyer, its parent, subsidiary, or related companies, (ii) its and their working interest owners, co-lessees, co-owners, partners, joint ventures, if any, and their respective parents, subsidiary, or related companies and (iii) the officers, directors, employees, consultants, agents, and invitees of all of the foregoing. “Claim(s)” shall mean all claims, demands, causes of action, liabilities, damages, judgments, fines, penalties, awards, losses, costs, expenses (including, without limitation, reasonable attorneys’ fees and costs of litigation) of any kind or character arising out of, or related to, the performance of or subject matter of this Order (including, without limitation, property loss or damage, personal or bodily injury, sickness, disease or death, loss of services and/or wages, or loss of consortium or society). (a) Seller shall release, indemnify, defend and hold Buyer Group harmless from and against any and all Claims in respect of personal or bodily injury to, sickness, disease or death of any member of Seller Group or Seller Group’s subcontractors or their employees, agents or invitees, and all Claims in respect of damage to or loss or destruction of property owned, leased, rented or hired by any member of Seller Group or Seller Group’s subcontractors or their employees, agents or invitees, excepting damage to equipment provided by Seller to Buyer on a rental basis hereunder. b) Buyer shall release, indemnify, defend and hold Seller Group harmless from and against any and all Claims in respect of personal or bodily injury to, sickness, disease or death of any member of Buyer Group or Buyer Group’s other contractors or their employees, agents or invitees, and all Claims in respect of damage to or loss or destruction of property owned, leased, rented or hired by any member of Buyer Group or Buyer Group’s other contractors or their employees, agents or invitees. c) Seller shall indemnify Buyer from Claims arising from intellectual property infringement only when the basis of such Claim is for goods: (a) solely manufactured by Seller and (b) used in their normal manner. d) Seller shall at all times be responsible for and shall save, indemnify, defend, and hold harmless Buyer Group from and against all Claims arising from pollution or contamination on or above the surface of the land or water originating from Seller’s equipment while under Seller’s sole custody and control. Buyer shall at all times be responsible for and shall save, indemnify, defend, and hold harmless Seller Group from and against all Claims arising from any kind of pollution or contamination, of any land or water. e) NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS ORDER TO THE CONTRARY, AND WHETHER FORESSEABLE OR NOT AT THE DATE OF THIS ORDER, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY AND ITS RESPECTIVE GROUP FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES; (B) WHETHER DIRECT OR INDIRECT, LOSS OF PROFITS OR ANTICIPATED PROFITS, LOSS OF USE OF ASSETS OR LOSS OF PRODUCT, LOSS OF REVENUE OR FACILITIES DOWNTIME, BUSINESS INTERRUPTIONS AND SIMILAR LOSSES AND DAMAGES, ARISING OUT OF, OR RELATED TO, THE PERFORMANCE OF OR SUBJECT MATTER OF THIS ORDER, HOWSOEVER CAUSED. f) Seller’s total liability for all claims, damages, causes of action, demands, judgments, fines, penalties, awards, losses, costs, and expenses (including reasonable attorney’s fees and cost of litigation) shall be limited to and shall not exceed the Order price of the good(s) or service(s) in question.

14. Additional Rental Terms: Seller represents that it has fully inspected the rental equipment and parts as detailed in writing and that said equipment and parts are in good condition and are fully acceptable for use. Furthermore, Seller represents that the rental equipment and parts are not subject to any encumbrances or liens and that Seller has full title to the equipment and parts. Buyer represents that Buyer shall use the rental equipment and parts in a careful and proper manner, shall comply with all laws, ordinances and regulations relating to the possession, use and maintenance of the equipment and parts in accordance with Seller’s approved procedures, and shall only use the rental equipment and parts at the location specified in writing. In the event the parties agree that the Buyer shall operate the rental equipment and parts, Buyer further represents that the rental equipment and parts will be operated by skilled employees trained in the use of the rental equipment and parts. Buyer shall keep the rental equipment and parts free and clear of all liens and encumbrances. At the expiration of the applicable rental term, Buyer will, at its sole cost, return the rental equipment to the facility designated by Seller, in working condition (reasonable wear and tear excepted). Upon receipt of the returned rental equipment and parts, Seller will service and inspect the rental equipment and parts. In the event Seller determines that the rental equipment is materially damaged or not in working condition (reasonable wear and tear excepted), any service work required to bring the rental equipment and parts to good working condition will be charged back to the Buyer.

15. Business Conduct and Compliance Controls: (a) Buyer represents, warrants, agrees and undertakes that: (a) Buyer has and will comply with applicable compliance laws of Norway, as well as the compliance laws of the country where the Order occurs, including but not limited to the U.S. Foreign Corrupt Practices Act (FCPA), the United Kingdom Bribery Act (UKBA) and any other similar anti-corruption legislation in any applicable jurisdiction where Buyer does business and has, and will comply with, anti-corruption obligations sufficient to satisfy a best practices compliance program; (b) Buyer shall be liable for all acts or omissions, whether directly or indirectly, of its employees and subcontractors of any tier, including agents and consultants; (c) it shall notify Seller in writing if at any time during the term of the Order it has failed to comply or is otherwise unable to comply with this section; and (d) Buyer and its personnel will adhere to the Seller’s code of conduct and will consult Seller’s code of conduct when acting in relation to the performance of this Order. (b) Buyer shall comply with all applicable export controls of Norway. In addition, Buyer agrees to comply with all applicable laws in the country where business is transacted. Buyer agrees that no direct or indirect transactions, including, without limitation, the exportation of Goods, will take place between Buyer or its authorized transferees and any person or entity residing in any country sanctioned by the Norwegian government or EU, or any foreign national who is a citizen of any such sanctioned country or who appears on any entity list of prohibited transactions, without the appropriate Norway government license and written permission from Seller. Buyer agrees to reasonably assist Seller in compliance with all applicable export controls and shall indemnify Seller from all claims, losses, damages, costs, and expenses (including reasonable attorney’s fees, expenses, and costs) related to any action or breach of Buyer’s obligations herein.

17. Miscellaneous: (a) Seller will not provide any certification or other documentation nor agree to any contract provision or otherwise act in any manner which may cause Seller to be in violation of Norway and any applicable foreign laws and regulations, including the European Union Regulations. (b) All Orders shall be conditional upon granting of export licenses or import permits which may be required. Buyer shall obtain at its own risk any required export license and import permits and Buyer shall remain liable to accept and pay for material if licenses are not granted or are revoked. (c) All ECCN and HTS classification information received from Seller is for informational purposes only and shall not be construed as Seller’s representation, certification, or warranty regarding proper classification. Use of such classification information is at Buyer’s sole risk and without recourse to Seller. Buyer is responsible for determining the correct classifications of all items prior to export and Buyer shall make its own export licensing determinations. (d) Unless otherwise specified on the face hereof, all international sales shall be FCA (Seller’s premises) INCOTERMS® 2020, as modified by this Order. (e) To the extent Buyer possesses, processes, or has access to administrative data, confidential information, Seller data, financing data, cardholder data, support data, or telemetry data, including all personal data (“Protected Data”) in the performance of its obligations under the Order, Buyer agrees to document and implement processes and procedures to avoid breaches of applicable legal, statutory, regulatory or contractual obligations related to information security or other security requirements and indemnifies Seller of any liabilities or costs related to its actions or omissions thereof. (f) Buyer may not assign the Order or these Terms without Seller’s prior written consent. (g) Seller’s failure to insist on performance of any term, condition, or instruction or to exercise any right or privilege, or Seller’s waiver of any breach or default, shall not thereafter waive any such term, condition, instruction, right or privilege. No waiver of any provision of the Order, or a breach hereof, shall be effective unless it is in writing and signed by an authorized representative of Seller. (h) Each of the provisions of these Terms is severable and distinct from the others. If at any time during the existence of these Terms one of the provisions, which is severable and distinct from the others, is determined to be or to have become invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired. (i) If any of the goods supplied under these Terms involve or include software, such software is licensed to Buyer and not sold. The software and any copyrights, trade secrets, patents, or other rights commonly known as intellectual property rights associated therewith are the exclusive property of Seller and its licensors. All rights not expressly licensed to Buyer are reserved to Seller. Nothing in these Terms will be deemed to grant, by implication, estoppel, or otherwise, a license to any of Seller’s other existing or future intellectual property rights. Buyer will not remove, alter, or obscure any proprietary notices (including copyright notices) on any software or technology provided under these Terms. Buyer will not claim any right or interest in or to any intellectual property rights owned by or licensed to Seller. If Buyer or its employees, agents, or affiliated companies has, or is entitled to, any ownership interest in or to any intellectual property that relates to the goods or services furnished hereunder, or that is created in the course of or because of Seller’s performance hereunder, then Buyer shall assign or cause its employee, agent, or affiliate to assign, and each of the foregoing does hereby assign such ownership to Seller.