Seller’s acceptance of the order set forth on the front side of this invoice is subject to Buyer’s unconditional acceptance of the following terms and conditions. Any attempted alteration of these terms by additions, modifications or changes is not accepted and does not bind Seller, unless a duly authorized officer of Seller expressly accepts in writing specifically referring to the modification as such modification.

1. Price. The price set forth on the face of this invoice is not a firm price, and Seller reserves the right to change or alter the selling price to conform to changes in its published mill price in effect at the time the goods are ready for delivery.
2. Shipping Terms. Unless otherwise specified on the face of this invoice, Seller agrees to ship the goods to Buyer at Buyer’s place of business by common carrier. Buyer agrees to pay all transportation, packing and shipment charges incurred after the goods are delivered to such carrier, including loading and unloading costs. If Seller pays such costs in advance, Buyer agrees to promptly reimburse Seller. Failure of Seller to notify Buyer of shipment shall not be grounds for rejecting the goods unless the goods are materially delayed. It shall be Buyer’s obligation to insure goods in transit.
3. Payment Terms. Unless otherwise agreed in writing by the parties, the total amount is payable 30 days from the date of invoice in U.S. dollars. Cash discounts are available as specified on the face of this invoice. Only the sale amount is subject to discount. Freight, taxes, storage, shipping or other charges are not subject to discount for cash. [“Cash” means an invoice shall be paid on or before the 10th day from invoice date.] An invoice is “paid” upon receipt of good funds at Seller’s post office box. In event payment is not made within the time required hereby, all unpaid balances shall bear interest at 18% per annum, or prime plus 2%, whichever is higher, but in no event shall such unpaid balance bear interest at a rate higher than the highest rate permitted by applicable law. All sales and use taxes shall be paid by Buyer and added to the purchase price.
4. Description of Goods. Seller represents that goods conform to the description set forth on this invoice. In the event that such goods are found not to conform to the description, Buyer shall notify Seller within 10 days after the goods are delivered. Failure to give such notice or make any claim within 10 days after the goods are delivered shall constitute an irrevocable acceptance of the goods with respect to description.
5. Quantity. Quantities are estimates only and are subject to count upon delivery to the carrier. Any claim for shortages or excess shipments shall be made within 10 days after the goods are delivered. All goods may be shipped in partial shipments. Any backordered items shall be shipped within a reasonable time.
6. Title; Risk of Loss. Title and risk of loss shall pass to Buyer as soon as the goods are deposited with the carrier. Any breach of this Agreement shall have no effect upon risk of loss, and section 2.510 of the Texas Uniform Commercial Code shall have no effect on this Agreement.
7. Claims. All claims for damages, errors or shortages in goods delivered by Seller to Buyer shall be made by Buyer within 10 days after the goods are delivered to Buyer. Failure to make any claim within 10 days shall constitute irrevocable acceptance of the goods in all respects. If Buyer rejects or revokes its acceptance of any goods tendered it must notify Seller in writing fully specifying all claimed defects and non-conformities. Failure to specify any defect or non-conformity will constitute a waiver of that defect or non-conformity.
8. Remedies. Seller shall have the right to stop goods in transit as provided by the Texas Uniform Commercial Code whether the goods are shipped to Buyer or some third party. In the event that any part of the goods delivered under this Agreement is not in conformity with this Agreement, Seller shall have 3 months to remedy any defects and Buyer’s sole remedy shall be replacement or repair (if repair is practical) at Seller’s option. Buyer shall not ship any goods back to Seller without Seller’s permission, and in any event shall ship all goods back freight prepaid. Should the goods, in fact, be noncomforming, Seller will reimburse Buyer for prepaid freight, but only if approval to reship to Seller has been previously obtained as provided herein.

   Buyer’s rejection of any goods or valid revocation of acceptance shall not be deemed to be a breach of the whole contract unless such breach shall go to the whole contract. Buyer shall have no security interest in the goods so rejected and expressly waives its right to a security interest under section 2.711(c) of the Texas Uniform Commercial Code.

9. Warranties and Liability. Seller’s sole warranties are as to title and to description. Otherwise, any goods covered by this invoice are sold as is and Seller EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLER FURTHER SHALL NOT BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND. Additionally, to the extent permitted by law, Seller shall have no liability for personal injuries, property damage, economic loss or other damage caused by or arising out of the use of the goods sold by Seller whether such liabilities are asserted on a theory of negligence, strict liability, other tort, contract or any other theory.
10. Interpretation. This Agreement is the complete and exclusive statement of the terms and conditions of the parties hereto and supersedes all other agreements of the parties with respect to the subject matter hereof. Provided, however, in the event the parties hereto have separately executed a purchase-sale contract extending for more than one year, the terms of such contract shall control over inconsistent terms herein.
11. Modification. The terms and conditions of this Agreement cannot be modified, waived or rescinded except by a writing signed by the party against whom such modification or waiver is asserted. Only a duly authorized officer of Seller can modify or waive any printed term hereof.
12. Applicable Law. THE PARTIES AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. Should any term or provision be declared invalid or unenforceable, all other provisions shall remain in effect.
13. Arbitration. The parties agree that all matters, disputes and claims shall be submitted to arbitration by a panel of three (3) arbitrators pursuant to the rules of the American Arbitration Association in Houston, Texas. In the event the purchase price has not been paid, it shall be a condition of any arbitration brought by Buyer that both (a) the amount in dispute be placed in an interest bearing escrow account in a bank authorized to do business in Texas and (b) the amount not in dispute be paid to Seller. The order of the arbitrators shall be binding on the parties and shall be enforceable in any court of competent jurisdiction.
14. Further Assurances. The parties hereto agree to execute such further documents as may be reasonably required to carry out the intentions of the parties under this Agreement.
15. Delay. Seller shall not be held liable for any delay in deliveries if such delays are due to governmental restrictions or controls, allocations, acts of God, force majeure, strike, labor dispute or other causes beyond the reasonable control of Seller.
16. Notice. All notices shall be in writing and shall be delivered (by mail, by hand, by telex, by telegram or facsimile) to the address set forth on the face of this invoice.
17. Cancellation. Buyer agrees that an order shall in no event be subject to cancellation or reduction or modification except by prior written consent of Seller and then only when Seller is fully reimbursed for its costs (including overhead and other indirect costs) for work performed, goods purchased by it or goods ordered by it to satisfy Buyer’s order.
18. Assignment. This Agreement may not be assigned by the parties hereto except that Seller may assign this Agreement to any financial institution without the consent of Buyer as security for financing.
19. Intangible Rights. Seller shall have the right to list Buyer in its literature and advertising as a purchaser of Seller’s goods for a reasonable time period. Seller agrees to hold Buyer harmless from any claims of patent infringement provided that Seller shall be afforded the opportunity to undertake the defense and provided that Buyer gives Seller prompt notice of all such claims.
20. Security. Hunting Energy Services, LP shall maintain a purchase money security interest in the goods covered hereby for any portion of the purchase price not paid at the time of delivery and shall retain this interest until Buyer has paid the full purchase price.
21. Limitations Period. No claim regarding any event, act or omission concerning this invoice may be asserted by either party hereto against the other party more than one (1) year after any event, act or omission that is within the scope of the Texas Uniform Commercial Code, or more than two (2) years after any other event, act or omission.

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Last Updated: 09/23/2002