Terms & conditions of purchase orders - Americas

These Hunting Energy Services LLC terms and conditions have been updated as of 4th June 2026. For previous terms and conditions, please contact your Hunting representative.

These standard terms and conditions apply to every purchase order for the purchase of goods and/or services and/or hire of equipment by Hunting Energy Services, LLC and/or its Affiliate(s) to the exclusion of any other terms and conditions unless specifically agreed otherwise in writing by Hunting Energy Services, LLC. or its Affiliate (as applicable).

1 Definitions and Terminology

1.1 In these Conditions:

"Affiliate" means any subsidiary or parent or holding company or associated branch (of any tier) of any company and/or associated branch or any other subsidiary of such parent or holding company;

"Applicable Anti-Bribery Laws" means any laws, regulations and other legally binding measures relating to bribery, corruption or similar activities of (i) the United States of America including, without limitation, the Foreign Corrupt Practices Act 1977 (ii) the United Kingdom, to the extent applicable, including the Bribery Act 2010; and (iii) any country or countries in which any of the obligations of the Purchase Order are to be or are performed;

"Claims" means any claim of every kind and nature, demand, cause of action, proceedings, judgement, award, loss, costs (including reasonable legal fees and sums paid by way of settlement or compromise), expense, liability, penalty, fine, and damages;

"Competent Authority" means (i) any person having legal, executive and/or regulatory authority and/or enforcement powers (including any public body or authority responsible for the investigation and/or prosecution of criminal offences) over either or both of the Parties or any of their Affiliates providing services in connection with the Purchase Order; and/or (ii) any court of law or tribunal with jurisdiction over either or both of the Parties or any of their Affiliates providing services in connection with the Purchase Order.

"Conditions" means these standard terms and conditions;

"Email" means electronic mail but not other forms of electronic communication;

"Equipment" means the equipment (if any) to be hired by the Purchaser from the Vendor in accordance with the Purchase Order together with any component parts and all extras, spare parts and accessorises forming part thereof;

"Export Controls" means all export control laws, regulations, procedures, international sanctions, embargoes and restrictions, prohibited party lists and international shipping practices applicable to the Work or the Purchase Order, including but not limited to the Export Administration Act of 1979, and the Arms Export Control Act of 1976, the Export Administration Regulations (“EAR”), the International Traffic in Arms Regulations (“ITAR”) laws enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”, including the OFAC Specially Designated Nationals List (“SDN List”)), the U.S. Department of State, the United Nations Security Council, the European Union or any other applicable authority or regulatory body and as such may be amended from time-to-time;

"Force Majeure" shall have the meaning given to it in Clause 13 of these Conditions;

"Goods" means the goods (if any) to be sold by the Vendor to the Purchaser in accordance with the Purchase Order, including but not limited to manuals, operating instructions, reports and drawings;

"Group" shall mean Vendor Group or Purchaser Group as the context dictates.

"Incoterm" means the international rule for the interpretation of trade terms of the International Chamber of Commerce.

"Intellectual Property" means all intellectual property including patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights (owned or used), in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

"Parties" shall mean the Purchaser and the Vendor and "Party" shall be construed to mean either one of them;

"Purchase Order" means the purchase order, of which these Conditions form part, issued to Vendor by Purchaser.

"Purchaser" means Hunting Energy Services, LLC, a company incorporated in Delaware, United States whose registered office is at 251 Little Falls Drive, Wilmington, Delaware 19808 with a principle place of business at 16825 Northchase Drive, Suite 600, Houston Texas 77060 or an Affiliate thereof procuring Goods, Services or Equipment using these Conditions, as may be identified on the Purchase Order (as applicable);

"Purchaser Group" means the Purchaser, its contractors of any tier, its and their respective Affiliates and its and their respective directors, officers and employees (including agency personnel), but shall not include any member of the Vendor Group;

"Services" means the services (if any) to be supplied by the Vendor to the Purchaser in accordance with the Purchase Order;

"Specification" means the specification relating to the Work as detailed in the Purchase Order or as otherwise agreed between the Parties;

“Tax” means any sales tax, use tax, goods and services tax, value added tax or other similar taxes, withholding taxes, excise, duties, tariffs, charges, or fees or similar/equivalent (or any related fines, penalties, or interest) payable to any authority and includes, without limitation, any other form of taxation that may be applicable to the Purchase Order now or hereinafter enacted.

"Variation" means a change or amendment to the Purchase Order agreed by the Parties in Writing (not email) and executed by the authorised representatives of both Parties in accordance with Clause 3.

"Vendor" means the person to whom the Purchase Order is issued, and who has agreed to supply the Goods, hire the Equipment or perform the Services as applicable;

"Vendor Group" means the Vendor, its other contractors of any tier, its and their respective Affiliates and its and their respective directors, officers and employees (including agency personnel) but shall not include any member of the Purchaser Group;

"Work" means all work the Vendor is required to carry out in accordance with the provisions of the Purchase Order, including where applicable, the sale of the Goods, supply of the Services and the hire of the Equipment; and

“Writing"or “Written” includes e-mail unless expressly specified otherwise herein.

1.2 In these Conditions, the following rules apply:

1.2.1 a reference in these Conditions to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted, extended or replaced at the relevant time;

1.2.2 words in the singular shall include the plural and vice versa;

1.2.3 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

1.2.5 the headings in these Conditions are for convenience only and shall not affect their interpretation; and

1.2.6‘days’ shall mean working days unless stated otherwise.

2 Orders

2.1 Any purchases of Work by the Purchaser shall be made by the Purchaser issuing a Purchase Order. All offers and cost estimates of the Vendor shall be made free of charge and without obligation for the Purchaser.

2.2 The Purchase Order constitutes the entire agreement between the Parties hereto with respect to the Work and supersedes all prior negotiations, representations, agreements or undertakings related to the Purchase Order, either written or oral. If the Vendor fails to acknowledge the Purchase Order, it shall be deemed to have accepted the Purchaser Order as soon as it commences to perform any of its obligations under the Purchase Order.

2.3 These Conditions apply to the Purchase Order to the exclusion of any other terms that the Vendor seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. No conditions or stipulations in or attached to the Vendor's acceptance or other document, which are inconsistent with the Conditions or which purport to add to or modify them in any way, shall have any effect unless expressly and specifically accepted in Writing by the Purchaser.

2.4 The Purchaser's employees' or agents' are not authorised to make any representations concerning the Purchase Order unless confirmed by an authorised representative of the Purchaser in Writing. In entering into the Purchase Order the Vendor acknowledges that it does not rely on and waives any claims for breach of any such representations which are not so confirmed.

2.5 The Vendor shall before start of production of the Goods, procurement of the Equipment and/or Services, use his professional skills to search for possible faults and omission in the Purchase Order, including but not limited to drawings, materials and designs provided by the Purchaser. The Vendor shall immediately notify the Purchaser in writing if such faults or omissions are discovered, and shall be liable for any costs incurred by Purchaser due to Vendors failure to do so.

3 Variation

3.1 The Purchaser has the right to make any variation to the Purchase Order that may, in its opinion, be necessary. The Purchaser shall notify the Vendor in Writing of any variation and the Vendor shall supply the Work in accordance with the provisions of the Purchase Order as so varied. No other variations to the Purchase Order shall be effective unless evidenced in Writing and signed by the Purchaser. The Vendor shall confirm the effect of a variation within seven (7) days of following receipt, otherwise Vendor shall be deemed to have accepted that the variation does not have any effect in respect of price or time of delivery, performance of Services or any other effects.

3.2 Purchaser's variation to the Purchase Order shall promptly be implemented by the Vendor, even if the Parties have not reached a final agreement concerning the effects of variation on cost impact, time of delivery, technical specification or any other modification following from Purchaser's request for a variation.

3.3 Vendor shall not be entitled to compensation for any work related to preparation of estimates connected to variation orders, or any other administrative work connected therewith.

4 Price and Payment

4.1 The price of the Work shall be as specified in the Purchase Order and shall be fixed and firm and not subject to escalation. In consideration of the complete and satisfactory performance of the Purchase Order, the Vendor will be reimbursed by the Purchaser in accordance with the following:

4.2 All prices contemplated under the Purchaser Order are exclusive of Tax, which shall be charged by and accounted to the relevant tax authority by the relevant party as is required under prevailing Tax legislation. Furthermore, the Vendor will comply with all applicable invoicing requirements regarding the charging and accounting of Tax. Unless set forth in the Purchase Order or required by law, the Vendor assumes exclusive liability for, and shall pay before delinquency, all Tax, payroll, FICA, unemployment and other levies, charges or contributions of any kind now or hereafter imposed on, with respect to, or measured by the Work supplied hereunder or the wages, salaries, or other remunerations paid to persons employed in connection with the performance of the Purchase Order.

Where these Conditions or the Purchase Order requires a Party to reimburse or indemnify the other for any Claim, cost or expense, that Party shall reimburse or indemnify (as the case may be) the other for the full amount of such Claim, cost or expense, including such part thereof as represents Tax, save to the extent that other Party reasonably determines that it is entitled to credit or repayment in respect of such Tax from the relevant Tax authority.

4.3 All prices contemplated under the Purchaser Order are inclusive of charges for preparation, packing, boxing, crating, freight or special service and insurance. Vendor shall be responsible for these and all other incidental charges, expenses and costs incident to delivery to Purchaser. No additional charge may be made therefor unless agreed to in Writing by Purchaser in advance.

4.4 Following delivery of the Goods and/or completion of the Services and/or on any of a daily, weekly, monthly or yearly basis for the hire of the Equipment as specified in the Purchase Order, the Vendor shall submit to the Purchaser an invoice for the price of the Goods and/or Equipment and/or Services. Each invoice shall:

4.4.1 bear the Purchase Order number and Purchaser's part number; and

4.4.2 be accompanied by supporting evidence, where applicable.

The Vendor understands and acknowledges that failure to strictly comply with the requirements of this Clause 4.4 may result in delayed payment of the Vendor's invoices.

4.5 Except where the Purchaser disputes any invoice (in whole or in part), payment of invoices submitted to the Purchaser shall be made within ninety (90) days from receipt by the Purchaser. Any invoice not complying with Clause 4.4 may be returned by the Purchaser to the Vendor and payment terms on such returned invoices shall be suspended until such time as a revised invoice is submitted. Payment of an invoice by the Purchaser shall be without prejudice to its right in the future to dispute any part of an invoice already paid.

4.6 If the Purchaser queries or disputes any items on any invoice in whole or in part or if the invoice is prepared or submitted incorrectly in any respect, the Purchaser shall notify the Vendor of such query or dispute and request the Vendor issue a credit note for the unaccepted part or whole of the invoice as applicable, and Vendor shall issue such credit note. Upon receipt of such credit note the Purchaser shall pay only the undisputed part of the disputed invoice.

4.7 The ninety (90) day period referred to in Clause 4.5 hereof shall be suspended at the time of notification by the Purchaser to the Vendor of the dispute and shall recommence in respect of the undisputed portion of the invoice on the date of receipt by the Purchaser of the credit note. At the earliest possible opportunity the Purchaser and the Vendor shall endeavour to resolve invoicing disputes and agree adjustments to invoices as soon as possible thereafter.

4.8 On settlement of any dispute the Vendor shall submit an invoice for the sums due and the Purchaser shall make the appropriate payment in accordance with the foregoing.

4.9 The payment of an individual invoice shall not constitute a settlement of a dispute or otherwise waive or affect the rights of the Parties hereunder.

4.10 From any sum due to Vendor under the Purchase Order, Purchaser may set off or deduct any amount due by Vendor to Purchaser. Vendor shall promptly reimburse any sum due to Purchaser under the Purchase Order.

4.11 Purchaser shall not be obligated to make any advance or milestone payment unless expressly agreed in the Purchase Order. All milestone payments are contingent upon Vendor’s satisfactory completion and Purchaser’s acceptance of the applicable milestone. Vendor shall hold any advance or partial payments in a segregated account dedicated to performance of the Purchase Order and shall not commingle such funds with Vendor’s general assets.

5 Delivery

5.1 The Goods and/or Equipment shall be delivered in accordance with the Incoterm specified by the Purchaser in the Purchase Order or, if not specified, as agreed by the Purchaser in Writing; marked in accordance with Purchaser's instructions and any applicable laws or regulations or any requirements of the courier delivering the Goods and/or Equipment; and shall be properly packed and secured in such a manner as to reach their destination in good condition under normal conditions of transport or as instructed by the Purchaser. Vendor shall notify Purchaser if the Goods and/or Equipment will not be delivered by the required date as soon as Vendor makes such determination. Vendor will be liable for all losses, costs, damages and liabilities suffered or incurred by Purchaser as a result of Vendor’s failure to deliver the Goods and/or Equipment in accordance with the Purchase Order.

5.2 No additional fee for packing, shipping or delivery shall be charged by the Vendor unless otherwise stated in the Purchase Order or agreed to by Purchaser in Writing. Each package or container delivered must be appropriately marked to show the Purchase Order number and must include a packing list. Shipments must be in exact amounts and separate loads or partial loads are not permitted unless otherwise agreed to in writing by Purchaser in advance.

With respect to each Purchase Order and each delivery, as applicable, hereunder the Vendor shall provide the Purchaser the following: (a) acknowledgement copy of the Purchase Order within 15 days of the date of the Purchase Order; (b) invoice in triplicate; (c) Bill of Lading; (d) mill test reports or material certificates as specified in the Purchase Order in triplicate; and (e) such other documentation as may be reasonably requested by the Purchaser from time to time. No Work shall be accepted and payment for the Work shall not be due until Purchaser has received the necessary documentation.

5.3Purchaser’s count of the amounts in any shipment shall be accepted as correct. Any costs incurred to expedite delivery or for late deliveries will be at the sole cost and expense of Vendor. Any deviation from Purchaser’s shipping instructions shall be made at the sole cost and expense of Vendor.

5.4Free issue material which is being returned to the Purchaser by the Vendor shall be marked in accordance with Purchaser’s instructions and properly packed and secured in such a manner as to reach their destination in good condition and without any damage or destruction caused by insufficient packaging or securing, under normal conditions of transport or as instructed by the Purchaser.

6 Drawings, Manuals, etc

6.1 Vendor shall without additional cost to Purchaser supply all required drawings, specifications, and other relevant technical information including (whether needed for information only, approval or final record), operating instructions, maintenance manuals, mill certificates giving chemical compositions and mechanical properties, fabrication reports at times and in numbers of copies as specified on the Purchase Order. Purchaser in approving Vendor's drawings does not in any way assume responsibility for their accuracy.

7 Inspection, Testing and Export

7.1 All inspections and tests required by good industry and engineering practice shall be carried out in addition to those specified in the Purchase Order by the Vendor at its own cost and copies of all test reports, test data etc. in the number specified in the Purchase Order shall be forwarded by the Vendor to the Purchaser. The Purchaser is entitled to be present at such inspections and tests and the Vendor shall give the Purchaser at least seven (7) days’ notice in Writing of such tests including the time and location. The Purchaser reserves the right to inspect the Goods and/or Equipment and any part thereof (including those of sub-contractors) at any time at any time (including the period of manufacture) and at any location (including Vendor’s premises). Vendor shall provide the Purchaser’s inspectors reasonable access to all facilities. Any such inspection or failure to inspect by the Purchaser shall not relieve the Vendor of any responsibility or liability with respect to such Goods and/or Equipment nor shall such be interpreted in any way to imply acceptance thereof by the Purchaser. Notwithstanding prior inspection or payment, all Goods and Equipment are subject to final inspection and acceptance upon delivery.

7.2 If as a result of any inspection or test under Clause 7.1, the Purchaser is of the reasonable opinion that the Goods and/or Equipment do not comply with the requirements of Clause 8 or are unlikely on completion of manufacture or processing so to comply, Purchaser shall have the right at its option to require Vendor at its own cost to repair or replace the faulty Goods and/or Equipment or to reject the Goods and/or Equipment in whole or in part. Any repaired or replacement Goods and/or Equipment shall comply with requirements of Clause 8 and shall be delivered in accordance with Clause 5. In the case of rejection, Vendor shall forthwith refund to Purchaser all sums paid in respect of the rejected Goods and/or Equipment. This Clause 7.2 shall not limit any other rights Purchaser may have in connection with the Goods and/or Equipment or any other remedy which Purchaser may have against Vendor for any failure by Vendor to comply with any provision of the Purchase Order.

7.3 The Vendor represents that it is knowledgeable and has expertise regarding all Export Controls and will provide the Purchaser with all information and documentation relating to the Goods and/or Equipment which is required to comply with such Export Controls. Unless otherwise specified in the Purchase Order, it is the Vendor's responsibility to comply with applicable Export Controls for Goods and/or Equipment shipped from and to the United States. Vendor represents and confirms: (1) neither it, nor any member of Vendor Group, is an individual or entity that is or is owned or controlled by persons that are (i) the subject of Export Controls, or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Export Controls; (2) it obtains and maintains all certifications, credentials, authorizations, licenses and permits necessary to perform under the Purchase Order in compliance with all applicable Export Controls; and (3) it has instituted and maintains policies and procedures designed to ensure continued compliance with all Export Controls applicable to its performance under the Purchase Order, including, but not limited to, the maintenance of accurate books and records. The Vendor shall promptly alert the Purchaser to any violations or suspected violations of Export Controls. The Vendor further represents that it is not currently aware of and shall continually monitor any transactions it or its suppliers or subcontractors are involved in for possible violations of Export Controls and shall report any questionable transactions or suspicious circumstances immediately to the Purchaser in so far as they relate to the Purchase Order. The Vendor agrees to keep records of its export control related activities for a period of five (5) years and records pertaining to export licenses, re-export licenses and project licenses for a period of five (5) years from the expiration date of such license. The Vendor shall make such records available to the Purchaser upon request for inspection and copying. The Vendor shall be responsible for and shall save, indemnify, defend and hold harmless the Purchaser from and against all Claims arising from, relating to or in connection with any failure by the Vendor Group to comply with this Clause 7.3 or applicable Export Controls.

8 Warranty and Defects Correction

8.1 The Vendor shall carry out all of its obligations under the Purchase Order with all due care and diligence and with the level of skill to be expected of a reputable person with experience in the provision of the types of Work to be carried out under the Purchase Order. The Vendor warrants that any personnel provided to perform the Services shall be trained, skilled, experienced and qualified for the part of the Services they will be required to perform. The Vendor warrants that the Goods and/or Equipment will meet the Purchaser's requirements with regard to quality, fitness for purpose, quantity and/or Specifications, drawings, samples or other description furnished or specified by the Purchaser and the Vendor warrants that the Goods and/or Equipment are of good material and workmanship, will be free from defects, fit for their intended purpose and will be fully certified, will meet all relevant government standards, will have been tested and will be in full working order. In addition, if any Goods and/or Equipment furnished are subject to one or more third-party manufacturer’s warranties, Vendor hereby assigns such warranties to Purchaser and shall use its best efforts to assist Purchaser in receiving the benefits of such manufacturer’s warranties. The Goods and/or Equipment are ordered by the Purchaser in reliance on each and all of the warranties and guarantees specified herein or implied by law and usage of trade.

8.2 In the event the Purchaser notifies the Vendor of any defects or non-conformances in the Goods during the first twelve (12) months of use or twenty four (24) months from the date of delivery to the Purchaser, whichever is the longer, the Vendor shall without limitation to the Purchaser's other legal rights, carry out all work necessary to repair any defects in the Goods. The Vendor shall warrant any re-work for a further period of twelve (12) months from the date of repair. If the defect cannot be corrected, the Vendor shall promptly replace the Goods, free of charge, or at the Purchaser's option, remove the Goods and refund the full price paid under Clause 4 above. Further the Vendor shall warrant for a period of twelve (12) months any replacement part or parts.

8.3 In the event the Purchaser notifies the Vendor of any failure or breakdown of any Equipment, the Vendor shall, upon request of the Purchaser, immediately provide its personnel to repair such failure or breakdown. If such repair cannot be carried out within 24 hours of the time and date of notification, or such other time which does not hinder the continuance of Purchaser's operations, then Vendor shall immediately replace the Equipment, free of charge, or at the Purchaser's option, remove the Equipment and refund the full price paid under Clause 4 above. In accordance with Clause 11.6 no payment for hire of Equipment shall be due by Purchaser to Vendor such period of repair.

8.4 In the event the Purchaser notifies the Vendor of any defects or non-conformances in the Services during performance of the services or twenty four (24) months from the date of completion of the Services, the Vendor shall without limitation to the Purchaser's other legal rights, carry out all work necessary to repair any defects in the Services. The Vendor shall warrant any re-work for a further period of twelve (12) months from the date of repair. If the defect cannot be corrected, the Vendor shall have the right to have the nonconforming service performed by other means and Vendor will be responsible for all reasonable costs incurred by Purchaser in doing so or, at the Purchaser’s sole option, the Vendor will promptly refund the full price paid under Clause 4 above.

8.5 The warranties contained in this section will survive any inspection, test, acceptance and/or payment for the Work and shall run to Purchaser Group, its and their successors, assigns, customers and all users of its products;

8.6The provisions of this Clause 8 shall be in addition to any rights or remedies provided by law or under the Purchase Order, including Purchaser’s right to terminate the applicable Purchase Order.

8.7This Clause 8 shall survive termination of the Purchase Order for any reason.

9 Vendor's Default

9.1 Time is of the essence of the Vendor's obligations under the Purchase Order. Failure by the Vendor to complete delivery of any of the Work within the time specified herein, shall relieve the Purchaser, if it so chooses and without prejudice to any of its other rights or remedies, of any obligation to accept and pay for the Work. If no time is specified, the Purchaser shall have the right prior to delivery, to give written notice to the Vendor, specifying a date for delivery.

9.2 If a) at any time on request, the Vendor fails to give assurance of due performance satisfactory to the Purchaser, or; b) any of the Work does not conform with the Specification or are in some way deficient or defective and the Vendor fails to rectify the non-conformance, deficiency or defect, then the Purchaser shall be entitled to terminate the Purchase Order in whole or in part, as to the Work then not completed, without liability for any payment for such termination and the Vendor shall reimburse the Purchaser for reasonable costs incurred as a result of having such Work satisfactorily completed or supplied by others.

10 Liquidated Damages

10.1 Should Vendor fail to comply, for all the Work or part thereof, with the time(s) specified or such extended time(s) for delivery or completion as may be allowed in accordance with the Purchase Order, Purchaser shall be entitled to recover from Vendor by way of compensation or reimbursement at Purchaser's sole option, damages for such failure liquidated in the sum, or percentage of the price, specified on the Purchase Order. In the absence of such specification on liquidated damages, the Vendor shall be obliged to pay damages equal to 1% of the Purchase Order price per day of delay of delivery, limited to a maximum of 15% of the Purchase Order price. The terms of this Clause shall not limit any other rights or remedies of Purchaser under the Purchase Order or at law.

11 Hire of Equipment

11.1 Equipment is and shall at all times be and remain the sole and exclusive property of the Vendor and the Purchaser is not hereby granted any right or interest therein save the right to use the same under the Purchase Order.

11.2 All Equipment to be used in hazardous areas shall be properly rated and fit for the area in which it is intended to be used and shall be clearly identified as to its rating.

11.3 Vendor shall maintain all certification of its Equipment throughout the duration of the hire of the Equipment and copies of all inspection certificates shall be provided to Purchaser prior to or at the date of commencement of the period of hire.

11.4 Vendor shall provide slings, baskets or containers for its Equipment. All such slings, baskets or containers shall be accompanied by copies of applicable inspection certificates.

11.5 Where Equipment requires periodic maintenance, Vendor shall provide its personnel to carry out such maintenance at a time or times to be agreed with the Purchaser.

11.6 Any reconditioning, redress and/or repair of Equipment necessary to return the Equipment to the same condition it possessed prior to the commencement of the period of hire, fair wear and tear excepted, shall be carried out by the Vendor or its agents' at the Vendor's cost, unless otherwise specifically stated in the Purchase Order as being to the cost of the Purchaser. Reconditioning, redress and/or repair to be carried out at the cost of Purchaser shall only be carried out with the prior written consent of the Purchaser following agreement as to the extent and cost of necessary reconditioning, redress or repair. No payment for hire of Equipment shall be due by Purchaser to Vendor during any period of reconditioning, redress and/or repair.

11.7 If any Equipment is lost or is destroyed or damaged beyond repair for any reason including due to the sole, concurrent or contributory negligence of Purchaser its officers, directors, employees, servants or agents, then the Purchaser may terminate the hiring of the Equipment.

11.8 If the Equipment is lost or damaged beyond repair whilst in the hole below the rotary table then, except to the extent of fair wear and tear or where such loss or damage is caused by the negligence of the Vendor, the Purchaser shall reimburse the Vendor for the documented costs of replacing such Equipment at the replacement costs of such Equipment less depreciation calculated at the rate of 2% per calendar month, or such other rate as may be stated in the Purchase Order, from the date on which the lost or damaged Equipment was first used. Where Equipment is subject to renewal and refurbishment of component parts after each usage then depreciation shall be calculated from the date such Equipment was first used since its last documented renewal or refurbishment. The replacement costs of such Equipment shall be specified in the Purchase Order.

11.9 The Vendor shall, unless otherwise stated in the Purchase Order, be liable for its Equipment at all times whilst not in use in the hole below the rotary table.

11.10 No payment for hire of Equipment shall be due by the Purchaser to the Vendor for any period following termination of hire due to loss or destruction of the Equipment.

12 Title, Risk and Insurance of Goods

12.1 Without prejudice to the Purchaser's rights and remedies under or arising from the Purchase Order, title in the Goods shall vest in the Purchaser at the time of delivery thereof to the Purchaser pursuant to Section 5. Notwithstanding the foregoing, risk in the Goods shall pass to Purchaser only when physical delivery of the Goods to Purchaser has been completed and Purchaser has accepted same under clause 7.1. Until then, risk in the Goods shall remain with Vendor. No loss, injury or destruction of the Goods prior to their deliver to Purchaser shall release Vendor from any obligations with respect to the Goods (including, without limitation, Vendor’s obligation to timely deliver and/or replace the Goods).

12.2 If for any reason Purchaser is unable to take delivery of the Goods at the time when the Goods are due and ready for delivery Vendor shall at its own risk and cost store the Goods, safeguard them and take all reasonable steps to prevent their deterioration until their actual delivery and Purchaser shall be liable to Vendor for the reasonable costs (including insurance) of so doing after a period of grace of one month free storage.

13 Force Majeure

13.1 Neither Party shall be responsible to the other for any failure to fulfil any term or condition of the Purchase Order (except for the obligation to pay sums due under the Purchase Order) if and to the extent that fulfilment has been delayed or temporarily prevented by a force majeure occurrence, as hereunder defined, which is beyond the control and without fault or negligence of the Party affected and which, by the exercise of reasonable diligence, the said Party is unable to provide against.

13.2 For the purposes of the Purchase Order only the following occurrences shall be force majeure; (a) riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not), acts of terrorism, civil war, rebellion, revolution, insurrection of military or usurped power; (b) ionising radiations or contamination by radio-activity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel or radio-active, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof; (c) Pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds; (d) earthquake, flood, fire, explosion and/or other natural physical disaster, but excluding weather condition as such, regardless of severity; (e) strikes at a national or regional level or industrial disputes at a national or regional level, or strikes or industrial disputes by labour not employed by the affected Party or its sub-contractors and which affect a substantial or essential portion of the Work; (f) maritime or aviation disasters; (g) changes to any general or local Statute, Ordinance, Decree or other Law, or any regulation or bye-law of any local or other duly constituted authority or the introduction of any such Statute, Ordinance, Decree, Law, regulation or bye-law.

13.3 In the event of a force majeure occurrence, the affected Party will promptly notify the other in Writing of the force majeure occurrence.

13.4 In the event of a force majeure occurrence prevailing for a continuous period of fifteen (15) days or more, either Party may terminate the Purchase Order in whole or in part, upon notice thereof to the other Party in Writing.

14 Indemnities

14.1 Vendor agrees to release, defend, indemnify and hold harmless Purchaser Group from and against any and Claims that are brought by or on behalf of any person or entity, that arise out of, relate to, or are connected with a Purchase Order or the performance thereof, including without limitation, Claims alleging: (i) the personal injury, bodily injury, illness, or death of any person caused by, arising out of, or resulting from, any fault or defect in the materials, design, or workmanship of the Goods, Equipment and/or Services or the willful or negligent acts or omissions or other legal fault of any member of Vendor Group; (ii) damage to, loss of, or loss of use of any property caused by, arising out of, or resulting from, any fault or defect in the materials, design, or workmanship of the Goods, Equipment and/or Services or the willful or negligent acts or omissions or other legal fault of any member of Vendor Group; (iii) the breach or non-compliance by Vendor with any provision of a Purchase Order ; or (iv) Vendor Group’s violation of any governmental laws, regulations, ordinances, permits, licenses, or orders. The indemnities in this Section 14.1 shall not apply to the extent the Claims are caused by, arise out of or result from Purchaser Group’s negligence or more culpable action or omission (including recklessness or willful misconduct).

14.2 Notwithstanding anything else herein, the Vendor shall be responsible for the recovery or removal and when appropriate the marking or lighting of any wreck or debris arising from or relating to the Goods and/or Equipment and shall save, defend, indemnify and hold harmless the Purchaser Group in respect of all Claims arising out of such wreck or debris.

14.3 Notwithstanding anything within the Purchase Orderto the contrary and except to the extent of any agreed liquidated damages (including without limitation any predetermined termination fees) provided for in the Purchase Order, THE PARTIES AGREE THAT REGARDLESS OF THE CLAIM OR OTHER FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT BY ONE PARTY AGAINST THE OTHER PARTY OR ANY MEMBER OF ITS RESPECTIVE GROUP, THAT NEITHER SUCH PARTY NOR ANY MEMBER OF ITS GROUP SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, PROMOTIONAL EXPENSES, INJURY TO REPUTATION, OR LOSS OF CUSTOMERS ARISING OUT OF OR RELATED TO THE WORK OR THE PURCHASE ORDER, AND EACH PARTY HEREBY WAIVES ANY CLAIM FOR ANY SUCH EXCLUDED FORM OF DAMAGES. This Clause 14.3 shall apply notwithstanding the sole, joint, or concurrent negligence, fault, or responsibility of ‎the Party whose liability is waived by this provision, or any other event or condition, whether anticipated or ‎unanticipated, and regardless of whether pre-existing prior to the date of the Purchase Order, but the foregoing ‎limitation of liability does not limit the obligation of any Party to indemnify the other Party or members of its respective Group against claims ‎asserted by unaffiliated third parties, including third-party claims for punitive, special, indirect, incidental, ‎and/or consequential damages.‎

14.4 Notwithstanding anything within the Purchase Order to the contrary, Vendor shall indemnify and hold harmless the Purchaser from and against any loss or damage caused to third parties of the Vendor.

14.5 Notwithstanding anything to the contrary within the Purchase Order, the Vendor shall be liable for all Tax incurred by the Vendor, or its subcontractors or their employees with respect to the Purchase Order. The Vendor shall indemnify and hold the Purchaser Group harmless from any expense, claim, liability or obligation with respect to such amounts. This indemnity will survive termination or expiration of the Purchase Order.

14.6 If either Party becomes aware of any incident likely to give rise to a Claim under the above indemnities, it shall notify the other and the Parties shall co-operate fully in investigating the incident.

14.7 The indemnities given pursuant to the Purchase Order shall be full and primary and shall apply in respect of the full liability of the indemnity for Claims notwithstanding that the indemnified party may be entitled to contribution thereto from insurance or any other person.

14.8 This Clause 14 shall survive termination of the Purchase Order for any reason.

15 Insurance

15.1 The Vendor shall arrange as a minimum the insurances set out in this Clause 15 and ensure that they are in full force and effect throughout the life of the Purchase Order. All such insurances shall be placed with reputable and substantial insurers, satisfactory to the Purchaser, and shall for all insurances other than Employers' Liability Insurance/Workmen's Compensation to the extent of the liabilities assumed by the Vendor under the Purchase Order, include the Purchaser and it and their respective Affiliates as additional assureds. All insurances required under this Clause 15 shall be endorsed to provide that underwriters waive any rights of recourse, including in particular subrogation rights against the Purchaser and its and their respective Affiliates in relation to the Purchase Order to the extent of the liabilities assumed by the Vendor under the Purchase Order. Such insurances shall also where possible, provide that the Purchaser shall be given not less than thirty (30) days' notice of cancellation of or material change to cover. The provisions of this Clause 15 shall in no way limit the liability of the Vendor under the Purchase Order.

15.2 The insurances required to be effected under Clause 15.1 shall be as follows (to the extent that they are relevant to the Purchase Order):

15.2.1 All insurances which the Vendor is obliged to carry under any Applicable Law.

15.2.2 Any other insurance which the Vendor, acting as a diligent, prudent and competent supplier within the oil and gas industry ought to consider appropriate in terms of type, coverage and limit, taking into account the nature, extent, scope and location of the Work being provided under the Purchase Order.

15.3 The Vendor will arrange and maintain (at its own cost):

15.3.1 professional indemnity insurance at a level sufficient to meet any liability for any act or default for which the Vendor may become liable to indemnify the Purchaser under the terms of the Purchase Order; and

15.3.2 public liability insurance at a level sufficient to meet any liability for any act or default causing damage or personal injury for which the Vendor may become liable under the terms of the Purchase Order.

15.4 The Vendor shall supply the Purchaser with evidence of such insurances on demand.

16 Intellectual Property

16.1 The Vendor shall save, indemnify, defend and hold harmless the Purchaser Group against any Claim that the Work, or any part thereof, constitute an infringement of any Intellectual Property rights. In case there is found to be an infringement, the Vendor shall, at his own expense, either procure for the Purchaser the right to continue using the Work, or replace or modify them with substantially equal but non-infringing Goods and/or Equipment and/or Services or, if these options are not legally possible, remove the Goods and/or Equipment and/or cease to perform the Services, refunding in full the price paid under Clause 4 above. The Vendor shall inform the Purchaser if any designs or instructions furnished or given to the Vendor by the Purchaser shall be such as will cause the Vendor to infringe any Intellectual Property rights in the performance of the Purchase Order. The Vendor shall not attempt to register any Intellectual Property rights where the subject matter of the registration belongs hereunder or otherwise to the Purchaser.

16.2 The Vendor undertakes to disclose promptly in writing to the Purchaser any significant development made or conceived by the Vendor or by any sub-contractor or by any person engaged by the Vendor or any sub-contractor, constituting, arising out of, relating to or to be incorporated into any part of the Work including any development made or conceived prior to but in anticipation of the award by the Purchaser of the Purchase Order. The Vendor hereby assigns, grants and conveys to the Purchaser the entire Intellectual Property rights in and to all such developments so made or conceived.

16.3 In the event of the Purchaser seeking to apply for any Intellectual Property rights the Vendor further undertakes for itself and for any sub-contractor and any person engaged by the Vendor or sub-contractor, to sign any paper or document and do any such other act or thing that may be required by the Purchaser to complete such application or registration. The Purchaser will pay the Vendor any reasonable costs that the Vendor demonstrates have been incurred in complying with this obligation.

16.4 Clauses 16.2 and 16.3 above shall only apply to the extent that the Purchase Order specifically identifies that design work and/or development work in relation to the Work or any part thereof have been carried out by the Vendor or sub-contractor at the express instigation of the Purchaser (including where such work and /or development took place prior to the date of the Purchase Order).

16.5 The Vendor shall not have any right of use, other than for the purposes of the Purchase Order, whether directly or indirectly, of any Intellectual Property provided by the Purchaser in relation to the Purchase Order. Any Intellectual Property owned by the Purchaser prior to the date of the Purchase Order shall remain the Intellectual Property of the Purchaser.

16.6 This Clause 16 shall survive termination of the Purchase Order for any reason.

17 Termination and Suspension

17.1 Purchaser may by Written notice to Vendor terminate the Purchase Order in whole or in part at any time at its option and shall unless otherwise stated in the Purchase Order reimburse Vendor for all reasonable costs incurred prior to such termination.

17.2 If the Vendor or any subcontractor (i) breaches any provision of the Purchase Order, (ii) files a voluntary petition in bankruptcy, (iii) makes a general assignment for the benefit of its creditors, (iv) suffers or permits the appointment of a trustee or receiver for its business assets, (v) becomes subject to any proceeding under any bankruptcy or insolvency law which is either consented to by such other Party or is not dismissed within ninety (90) days, (vi) initiates actions to wind up or liquidate its business voluntarily or otherwise, (vii) ceases doing business in the ordinary course, or (viii) anything analogous to any of the events described in this sentence occurs under the laws of any applicable jurisdiction or Purchaser reasonably apprehends that any of the foregoing events is about to occur in relation to Vendor and notifies Vendor accordingly, the Purchaser shall have the right (without limiting any other rights or remedies which it may have hereunder or by operation of law) to:

17.2.1 take possession of any Goods, materials, and work-in-progress for which Purchaser has paid in whole or in part, and/or terminate any and all Purchase Orders by written notice to the Vendor whereupon Purchaser shall be relieved of all further obligation hereunder except the obligation to pay the reasonable value of Vendor’s prior satisfactory performance (not exceeding the Purchase Order rate, and net of any previous payments made by Purchaser) or without any compensation or indemnity whatsoever to Vendor; or

17.2.2 give any such receiver or liquidator or other person the option to carry out the Purchase Order.

The Vendor shall be liable to the Purchaser for all costs incurred by Purchaser in completing or procuring the completion of performance in excess of the applicable Purchase Order price. Purchaser’s right to require strict performance of any obligation hereunder shall not be affected by any previous waiver, forbearance or course of dealing.

17.3 The exercise of any of the rights granted to Purchaser under this Clause 17 shall not limit or affect any rights or actions or remedy which shall have accrued or shall accrue thereafter to Purchaser.

18 Confidentiality

18.1 The Vendor shall not (and shall procure that its Affiliates and its officers, employees and sub-contractors and those of its Affiliates shall not) disclose any information of a confidential or commercially sensitive nature relating to the Purchaser or its Affiliates or their respective businesses, technology or other affairs to any third party (or any officer or employee or contractors of the Vendor except to the extent that such officer or employee or sub-contractors requires knowledge of the same for the proper performance of the Purchase Order) including, but not limited to, Vendor’s drawings, specifications, processes, reports, data and other technical information or Intellectual Property (“Confidential Information”) that is disclosed to or received by the Vendor without the Written approval of the Vendor or use any such information for any purpose other than the proper performance of the Purchase Order.

18.2 The Vendor shall, if so required by the Purchaser at any time, promptly return to the Purchaser all copies of any such Confidential Information which may be in the Vendor Group's possession or under their control.

18.3The Vendor shall safeguard the Purchaser’s Confidential Information with at least the same degree of care (which shall always be at least a reasonable amount of care) that it uses to safeguard its own Confidential Information.

18.4This Clause shall not apply to information which is, or becomes through no fault of the Vendor, its officers' or employees' or sub-contractors part of the public domain or to any disclosure which the Vendor is required by law to make save that in the event of such a legal requirement arising, Vendor shall give prior notice of such disclosure obligation to Purchaser and will endeavour to disclose only that confidential information which is required to meet its legal obligations.

18.2 This Clause 18 shall survive termination of the Purchase Order for any reason.

19 Governing Law and Jurisdiction

19.1 The validity, performance, and construction of the Purchase Order shall be governed by the laws of the State of Texas (excluding its conflict of laws rules which would refer to and apply the substantive laws of another jurisdiction), any suit or proceeding hereunder shall be brought exclusively in state or federal courts located in Harris County, Texas. Each Party consents to the personal jurisdiction of the state and federal courts of said county and waives any objection that such courts are an inconvenient forum. The Purchase Order shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

20 General

20.1 The Vendor shall act as an independent contractor with respect to the Purchase Order. Nothing in the Purchase Order is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, make any Party the agent or employee of any other Party, or authorise any Party to make or enter into commitments for and on behalf of any other Party.

20.2 Each Party should verify the correct email address for notices prior to sending any permitted email notice hereunder. Unless sender receives a return notification that an email was not delivered, undeliverable or similar, any notice that is permitted to be made by email herein shall be deemed to have been received at the time which is twelve (12) hours from the time that the email was sent. If sent after 5:00 pm Houston time, the email shall be deemed to have been received either twelve (12) hours after the time the email was sent or 9:00 am Houston time on the next working day, whichever is the later.

Any notice that is not permitted to be made by email herein or as prescribed by law, rule or procedure (which shall specifically include, for the avoidance of doubt, any notices relating to breach of the Purchase Order and notices relating to any Claims or litigation), shall be in Writing addressed to that other Party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the Party giving the notice.

Any such notice or other communication shall be deemed to have been duly received as follows:

(a) if delivered personally, when left at the address referred to in the Purchase Order;

(b) if delivered by commercial courier, on the date and at the time that the couriers delivery receipt is signed;

(c) if by other postal service, at 9am Houston time on the second business day after posting.

20.3 Any failure by either Party to enforce all or any portion of the Purchase Order or waiver by either Party of any breach of the Purchase Order by the other Party shall not be considered a waiver of any subsequent breach or future right to require strict performance of the Purchase Order.

20.4 If any provision of the Purchase Order is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Purchase Order and the remainder of the provision in question shall not be affected. If any invalid or unenforceable provision of the Purchase Order would be valid and enforceable if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it valid and enforceable.

20.5 Vendor shall have an established and documented Health, Safety and Environment (HSE) system and a quality assurance system in accordance with applicable law and the relevant ISO standard or equivalent standards. If design or engineering is included in the delivery, the relevant ISO standard for engineering shall be required, in addition.

20.6 Vendor shall obtain and maintain all approvals, permissions and licenses which are necessary for the performance of its obligations pursuant to each Purchase Order.

IF AND TO THE EXTENT ANY PAYMENT REQUIRED TO BE MADE PURSUANT TO THE PURCHASE ORDER OR DAMAGE LIMITATION SET FORTH HEREIN IS DEEMED TO CONSTITUTE LIQUIDATED DAMAGES, THE PARTIES ACKNOWLEDGE AND AGREE THAT SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT SUCH PAYMENT IS INTENDED TO BE A REASONABLE ESTIMATION OF THE AMOUNT OF SUCH DAMAGES AND NOT A PENALTY.

21 Assignment

21.1 The Purchaser has the right to assign the Purchase Order or any part of it or any benefit or interest in or under it to any Affiliate or third party without the consent of the Vendor.

21.2 The Vendor shall not assign this Purchase Order or subcontract any part of same without prior Written approval by the Purchaser. The Vendor is responsible for the acts and omissions of any subcontractor. Subcontractors shall have no right to makes claims towards the Purchaser.

21.3 The Vendor shall verify that any approved subcontractor has an established and documented quality assurance system adequate for the Purchase Order.

22 Audit

22.1 To verify the Vendor's compliance with the Purchase Order, the Purchaser may, at its sole expense, audit the Vendor's records and those of its sub-contractor and sub-contractors including all books, papers, documents, agreements, and any other information that may have an effect on or be related to the Purchase Order. The Vendor shall co-operate fully in furnishing all such requested records. The Purchaser shall have the right to obtain statements from any of the Vendor's personnel who may have information necessary to conduct or complete any such audits. All audits will be conducted in accordance with generally accepted auditing standards and during normal business hours.

23 Business Ethics

23.1 Both Parties shall uphold the highest standards of business ethics in the performance of the Purchase Order. Integrity, honesty and ethical business practices shall be paramount principles in the dealings between the Parties.

23.2 Neither Party shall knowingly involve itself in any business in connection with, or use information arising from, the Purchase Order, in any manner which conflicts with the interest of the other Party.

23.3 The Vendor warrants and represents that in the performance of its obligations under the Purchase Order it has complied and shall comply with the Applicable Anti-Bribery Laws and any other applicable laws (including, without limitation, federal, state and local laws, rules and regulations in effect in the United States of America), rules, regulations, labour agreements, working conditions and technical codes and requirements of any governmental or regulatory body in any country or territory having jurisdiction over the Purchase Order.

23.4The Vendor warrants that it has policies, procedures and controls relating to Applicable Anti-Bribery Laws setting out adequate procedures to comply with Applicable Anti-Bribery Laws.

23.5By entering into the Purchase Order, the Vendor agrees to comply with and ensure compliance by the Vendor Group with the Purchaser’s Supply Chain Code of Conduct, as updated from time to time: Hunting Supply chain Code of Conduct

23.6In addition and subject to Clause 22, on provision of no less than thirty (30) days' notice, the Purchaser or its duly authorised representatives shall have the right to audit, at its own cost, the e Vendor's compliance with Applicable Anti-Bribery Laws and/or the Hunting Supply Chain Code of Conduct, but such right shall not include access to documents that are legally privileged or were created for the purpose of an on-going internal investigation.

23.7 Where it is legally able to do so, and subject to a request by the Competent Authority not to notify, each Party shall notify the other in writing immediately upon whichever is the earlier of:

23.7.1 becoming aware of any investigation or proceeding initiated by a Competent Authority relating to an alleged breach of Applicable Anti-Bribery Laws by either Party or any member of its Group in connection with the Purchase Order; or

23.7.2 having a reasonable belief that either Party or any member of its Group has breached Applicable Anti-Bribery Laws in connection with the Purchase Order.

The affected Party shall use reasonable efforts to keep the other Party informed as to the progress and findings of such investigation or proceedings, the details of any measures being undertaken by such Party to respond to the alleged breach and the remedial measures that are being or will be implemented to prevent such conduct in the future.

23.8 Suspension

23.8.1 Subject to the remaining provisions of this Clause 23.8, in the event that the Purchaser has a reasonable belief that the Vendor has breached Clause 23.3, the Purchaser may give notice of its intention to suspend payments under the applicable Purchase Order to the Vendor giving the basis of such reasonable belief. If the Vendor upon receipt of such notice neither responds with information reasonably satisfactory to the Purchaser to refute such reasonable belief nor commences and continues with action reasonably satisfactory to the Purchaser to remedy such suspected breach of Clause 23.3 within seven (7) days the Purchaser may, by the provision of notice, suspend with immediate effect any payments due under this Purchase Order.

23.8.2 The Purchaser shall not be entitled to suspend payment for sums due under this Purchase Order for any part of the Work performed in accordance with the Purchase Order that the Vendor can reasonably substantiate as not being connected with the suspected breach.

23.8.3 In the event of any such suspension, the Purchaser and the Vendor shall meet at not more than seven (7) day intervals with a view to agreeing an appropriate course of action during the period of suspension.

23.8.4 On expiration of the suspension, the Purchaser shall, unless otherwise agreed, either:

23.8.4.1 make full payment of any sums retained pursuant to this Clause 23.8 which are otherwise due within thirty (30) days; or

23.8.4.2 if its reasonable belief remains, serve notice within thirty (30) days that the Purchase Order is terminated pursuant to this provision.

23.9 In the event of termination in accordance with Clause 23.8.4.2 the following conditions shall apply:

23.9.1 subject to sub-paragraph Clause 23.8.2, the Vendor shall be entitled to payment only as set out in the Purchase Order for Work completed in accordance with the Purchase Order up to the date of termination;

23.9.2 the Vendor shall not be entitled to payment for any sums connected with the possible breach of Applicable Anti-Bribery Laws (including those retained under Clause 23.8);

23.9.3 subject to the Purchaser being able to evidence that a breach of Clause 23.3 has occurred, the Purchaser shall be entitled to receive from Vendor any additional costs reasonably incurred by the Purchaser as a result of a breach by the Vendor; and

23.9.4 payment shall be made to the Vendor within thirty (30) days of the date of termination of the Purchase Order.

23.10 The Vendor shall save, indemnify, defend and hold harmless the Purchaser against all costs (including legal and investigation costs) and expenses incurred by the Purchaser or arising in respect of any breach of Clause 23.3 by the Vendor.

These Hunting Energy Services LLC terms and conditions have been updated as of 4th June 2026. For previous terms and conditions, please contact your Hunting representative.

These standard terms and conditions apply to every purchase order for the purchase of goods and/or services and/or hire of equipment by Hunting Energy Services, LLC and/or its Affiliate(s) to the exclusion of any other terms and conditions unless specifically agreed otherwise in writing by Hunting Energy Services, LLC. or its Affiliate (as applicable).

1 Definitions and Terminology

1.1 In these Conditions:

"Affiliate" has the meaning ascribed thereto in the Business Corporations Act (Alberta);

"Applicable Anti-Bribery Laws" means any laws, regulations and other legally binding measures relating to bribery, corruption or similar activities of(i) Canada including (a) the Criminal Code (Canada), including the offences relating to bribery, frauds on the government, secret commissions, municipal corruption, judicial corruption and fraud; (b) the Corruption of Foreign Public Officials Act (Canada); (c) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), to the extent relevant to anti-corruption compliance; and (d) the Financial Administration Act (Canada) and any applicable federal procurement integrity rules; (ii) the United States of America including, without limitation, the Foreign Corrupt Practices Act 1977; (iii) the United Kingdom, to the extent applicable, including the Bribery Act 2010; and (iv) any country or countries in which any of the obligations of the Purchase Order are to be or are performed;

"Claims" means any claim of every kind and nature, demand, cause of action, proceedings, judgement, award, loss, costs (including reasonable legal fees and sums paid by way of settlement or compromise), expense, liability, penalty, fine, and damages;

"Competent Authority" means (i) any person having legal, executive and/or regulatory authority and/or enforcement powers (including any public body or authority responsible for the investigation and/or prosecution of criminal offences) over either or both of the Parties or any of their Affiliates providing services in connection with the Purchase Order; and/or (ii) any court of law or tribunal with jurisdiction over either or both of the Parties or any of their Affiliates providing services in connection with the Purchase Order.

"Conditions" means these standard terms and conditions;

"Email" means electronic mail but not other forms of electronic communication;

"Equipment" means the equipment (if any) to be hired by the Purchaser from the Vendor in accordance with the Purchase Order together with any component parts and all extras, spare parts and accessorises forming part thereof;

"Export Controls" means all export control laws, regulations, procedures, international sanctions, embargoes and restrictions, prohibited party lists and international shipping practices applicable to the Work or the Purchase Order, including but not limited to:the Export and Import Permits Act (Canada), the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Customs Act (Canada), the Defence Production Act (Canada); the Export Administration Act of 1979, and the Arms Export Control Act of 1976, the Export Administration Regulations (“EAR”), the International Traffic in Arms Regulations (“ITAR”) laws enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”, including the OFAC Specially Designated Nationals List (“SDN List”)), the U.S. Department of State, the United Nations Security Council, the European Union or any other applicable authority or regulatory body and as such may be amended from time-to-time;

"Force Majeure" shall have the meaning given to it in Clause 13 of these Conditions;

"Goods" means the goods (if any) to be sold by the Vendor to the Purchaser in accordance with the Purchase Order, including but not limited to manuals, operating instructions, reports and drawings;

"Group" shall mean Vendor Group or Purchaser Group as the context dictates.

"Incoterm" means the international rule for the interpretation of trade terms of the International Chamber of Commerce.

"Intellectual Property" means all intellectual property including patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights (owned or used), in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

"Parties" shall mean the Purchaser and the Vendor and "Party" shall be construed to mean either one of them;

"Purchase Order" means the purchase order, of which these Conditions form part, issued to Vendor by Purchaser.

"Purchaser" means Hunting Energy Services (Canada) Ltd., a company incorporated in Alberta, Canada whose registered office and principal place of business is at 5550 Skyline Way NE Calgary, Alberta, Canada T2E7Z7 (Company Number: 2020528226) or an Affiliate thereof procuring Goods, Services or Equipment using these Conditions, as may be identified on the Purchase Order (as applicable);

"Purchaser Group" means the Purchaser, its contractors of any tier, its and their respective Affiliates and its and their respective directors, officers and employees (including agency personnel), but shall not include any member of the Vendor Group;

"Services" means the services (if any) to be supplied by the Vendor to the Purchaser in accordance with the Purchase Order;

"Specification" means the specification relating to the Work as detailed in the Purchase Order or as otherwise agreed between the Parties;

“Tax” means any sales tax, use tax, goods and services tax, value added tax or other similar taxes, withholding taxes, excise, duties, tariffs, charges, or fees or similar/equivalent (or any related fines, penalties, or interest) payable to any authority and includes, without limitation, any other form of taxation that may be applicable to the Purchase Order now or hereinafter enacted.

"Variation" means a change or amendment to the Purchase Order agreed by the Parties in Writing (not email) and executed by the authorised representatives of both Parties in accordance with Clause 3.

"Vendor" means the person to whom the Purchase Order is issued, and who has agreed to supply the Goods, hire the Equipment or perform the Services as applicable;

"Vendor Group" means the Vendor, its other contractors of any tier, its and their respective Affiliates and its and their respective directors, officers and employees (including agency personnel) but shall not include any member of the Purchaser Group;

"Work" means all work the Vendor is required to carry out in accordance with the provisions of the Purchase Order, including where applicable, the sale of the Goods, supply of the Services and the hire of the Equipment; and

“Writing"or “Written” includes e-mail unless expressly specified otherwise herein.

1.2 In these Conditions, the following rules apply:

1.2.1 a reference in these Conditions to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted, extended or replaced at the relevant time;

1.2.2 words in the singular shall include the plural and vice versa;

1.2.3 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

1.2.5 the headings in these Conditions are for convenience only and shall not affect their interpretation; and

1.2.6‘days’ shall mean working days unless stated otherwise.

2 Orders

2.1 Any purchases of Work by the Purchaser shall be made by the Purchaser issuing a Purchase Order. All offers and cost estimates of the Vendor shall be made free of charge and without obligation for the Purchaser.

2.2 The Purchase Order constitutes the entire agreement between the Parties hereto with respect to the Work and supersedes all prior negotiations, representations, agreements or undertakings related to the Purchase Order, either written or oral. If the Vendor fails to acknowledge the Purchase Order, it shall be deemed to have accepted the Purchaser Order as soon as it commences to perform any of its obligations under the Purchase Order.

2.3 These Conditions apply to the Purchase Order to the exclusion of any other terms that the Vendor seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. No conditions or stipulations in or attached to the Vendor's acceptance or other document, which are inconsistent with the Conditions or which purport to add to or modify them in any way, shall have any effect unless expressly and specifically accepted in Writing by the Purchaser.

2.4 The Purchaser's employees' or agents' are not authorised to make any representations concerning the Purchase Order unless confirmed by an authorised representative of the Purchaser in Writing.In entering into the Purchase Order the Vendor acknowledges that it does not rely on and waives any claims for breach of any such representations which are not so confirmed.

2.5 The Vendor shall before start of production of the Goods, procurement of the Equipment and/or Services, use his professional skills to search for possible faults and omission in the Purchase Order, including but not limited to drawings, materials and designs provided by the Purchaser. The Vendor shall immediately notify the Purchaser in writing if such faults or omissions are discovered, and shall be liable for any costs incurred by Purchaser due to Vendors failure to do so.

3 Variation

3.1 The Purchaser has the right to make any variation to the Purchase Order that may, in its opinion, be necessary. The Purchaser shall notify the Vendor in Writing of any variation and the Vendor shall supply the Work in accordance with the provisions of the Purchase Order as so varied. No other variations to the Purchase Order shall be effective unless evidenced in Writing and signed by the Purchaser. The Vendor shall confirm the effect of a variation within seven (7) days of following receipt, otherwise Vendor shall be deemed to have accepted that the variation does not have any effect in respect of price or time of delivery, performance of Services or any other effects.

3.2 Purchaser's variation to the Purchase Order shall promptly be implemented by the Vendor, even if the Parties have not reached a final agreement concerning the effects of variation on cost impact, time of delivery, technical specification or any other modification following from Purchaser's request for a variation.

3.3 Vendor shall not be entitled to compensation for any work related to preparation of estimates connected to variation orders, or any other administrative work connected therewith.

4 Price and Payment

4.1 The price of the Work shall be as specified in the Purchase Order and shall be fixed and firm and not subject to escalation. In consideration of the complete and satisfactory performance of the Purchase Order, the Vendor will be reimbursed by the Purchaser in accordance with the following:

4.2 All prices contemplated under the Purchaser Order are exclusive of Tax, which shall be charged by and accounted to the relevant tax authority by the relevant party as is required under prevailing Tax legislation. Furthermore, the Vendor will comply with all applicable invoicing requirements regarding the charging and accounting of Tax.Unless set forth in the Purchase Order or required by law, the Vendor assumes exclusive liability for, and shall pay before delinquency, all Tax, payroll, FICA, unemployment and other levies, charges or contributions of any kind now or hereafter imposed on, with respect to, or measured by the Work supplied hereunder or the wages, salaries, or other remunerations paid to persons employed in connection with the performance of the Purchase Order.

Where these Conditions or the Purchase Order requires a Party to reimburse or indemnify the other for any Claim, cost or expense, that Party shall reimburse or indemnify (as the case may be) the other for the full amount of such Claim, cost or expense, including such part thereof as represents Tax, save to the extent that other Party reasonably determines that it is entitled to credit or repayment in respect of such Tax from the relevant Tax authority.

4.3 All prices contemplated under the Purchaser Order are inclusive of charges for preparation, packing, boxing, crating, freight or special service and insurance.Vendor shall be responsible for these and all other incidental charges, expenses and costs incident to delivery to Purchaser.No additional charge may be made therefor unless agreed to in Writing by Purchaser in advance.

4.4 Following delivery of the Goods and/or completion of the Services and/or on any of a daily, weekly, monthly or yearly basis for the hire of the Equipment as specified in the Purchase Order, the Vendor shall submit to the Purchaser an invoice for the price of the Goods and/or Equipment and/or Services. Each invoice shall:

4.4.1 bear the Purchase Order number and Purchaser's part number; and

4.4.2 be accompanied by supporting evidence, where applicable.

The Vendor understands and acknowledges that failure to strictly comply with the requirements of this Clause 4.4 may result in delayed payment of the Vendor's invoices.

4.5 Except where the Purchaser disputes any invoice (in whole or in part), payment of invoices submitted to the Purchaser shall be made within ninety (90) days from receipt by the Purchaser. Any invoice not complying with Clause 4.4 may be returned by the Purchaser to the Vendor and payment terms on such returned invoices shall be suspended until such time as a revised invoice is submitted. Payment of an invoice by the Purchaser shall be without prejudice to its right in the future to dispute any part of an invoice already paid.

4.6 If the Purchaser queries or disputes any items on any invoice in whole or in part or if the invoice is prepared or submitted incorrectly in any respect, the Purchaser shall notify the Vendor of such query or dispute and request the Vendor issue a credit note for the unaccepted part or whole of the invoice as applicable, and Vendor shall issue such credit note. Upon receipt of such credit note the Purchaser shall pay only the undisputed part of the disputed invoice.

4.7 The ninety (90) day period referred to in Clause 4.5 hereof shall be suspended at the time of notification by the Purchaser to the Vendor of the dispute and shall recommence in respect of the undisputed portion of the invoice on the date of receipt by the Purchaser of the credit note. At the earliest possible opportunity the Purchaser and the Vendor shall endeavour to resolve invoicing disputes and agree adjustments to invoices as soon as possible thereafter.

4.8 On settlement of any dispute the Vendor shall submit an invoice for the sums due and the Purchaser shall make the appropriate payment in accordance with the foregoing.

4.9 The payment of an individual invoice shall not constitute a settlement of a dispute or otherwise waive or affect the rights of the Parties hereunder.

4.10 From any sum due to Vendor under the Purchase Order, Purchaser may set off or deduct any amount due by Vendor to Purchaser. Vendor shall promptly reimburse any sum due to Purchaser under the Purchase Order.

4.11 Purchaser shall not be obligated to make any advance or milestone payment unless expressly agreed in the Purchase Order. All milestone payments are contingent upon Vendor’s satisfactory completion and Purchaser’s acceptance of the applicable milestone. Vendor shall hold any advance or partial payments in a segregated account dedicated to performance of the Purchase Order and shall not commingle such funds with Vendor’s general assets.

5 Delivery

5.1 The Goods and/or Equipment shall be delivered in accordance with the Incoterm specified by the Purchaser in the Purchase Order or, if not specified, as agreed by the Purchaser in Writing; marked in accordance with Purchaser's instructions and any applicable laws or regulations or any requirements of the courier delivering the Goods and/or Equipment; and shall be properly packed and secured in such a manner as to reach their destination in good condition under normal conditions of transport or as instructed by the Purchaser.Vendor shall notify Purchaser if the Goods and/or Equipment will not be delivered by the required date as soon as Vendor makes such determination.Vendor will be liable for all losses, costs, damages and liabilities suffered or incurred by Purchaser as a result of Vendor’s failure to deliver the Goods and/or Equipment in accordance with the Purchase Order.

5.2 No additional fee for packing, shipping or delivery shall be charged by the Vendor unless otherwise stated in the Purchase Order or agreed to by Purchaser in Writing.Each package or container delivered must be appropriately marked to show the Purchase Order number and must include a packing list.Shipments must be in exact amounts and separate loads or partial loads are not permitted unless otherwise agreed to in writing by Purchaser in advance.

With respect to each Purchase Order and each delivery, as applicable, hereunder the Vendor shall provide the Purchaser the following: (a) acknowledgement copy of the Purchase Order within 15 days of the date of the Purchase Order; (b) invoice in triplicate; (c) Bill of Lading; (d) mill test reports or material certificates as specified in the Purchase Order in triplicate; and (e) such other documentation as may be reasonably requested by the Purchaser from time to time.No Work shall be accepted and payment for the Work shall not be due until Purchaser has received the necessary documentation.

5.3Purchaser’s count of the amounts in any shipment shall be accepted as correct. Any costs incurred to expedite delivery or for late deliveries will be at the sole cost and expense of Vendor. Any deviation from Purchaser’s shipping instructions shall be made at the sole cost and expense of Vendor.

5.4Free issue material which is being returned to the Purchaser by the Vendor shall be marked in accordance with Purchaser’s instructions and properly packed and secured in such a manner as to reach their destination in good condition and without any damage or destruction caused by insufficient packaging or securing,under normal conditions of transport or as instructed by the Purchaser.

6 Drawings, Manuals, etc

6.1 Vendor shall without additional cost to Purchaser supply all required drawings, specifications, and other relevant technical information including (whether needed for information only, approval or final record), operating instructions, maintenance manuals, mill certificates giving chemical compositions and mechanical properties, fabrication reports at times and in numbers of copies as specified on the Purchase Order. Purchaser in approving Vendor's drawings does not in any way assume responsibility for their accuracy.

7 Inspection, Testing and Export

7.1 All inspections and tests required by good industry and engineering practice shall be carried out in addition to those specified in the Purchase Order by the Vendor at its own cost and copies of all test reports, test data etc. in the number specified in the Purchase Order shall be forwarded by the Vendor to the Purchaser. The Purchaser is entitled to be present at such inspections and tests and the Vendor shall give the Purchaser at least seven (7) days’ notice in Writing of such tests including the time and location. The Purchaser reserves the right to inspect the Goods and/or Equipment and any part thereof (including those of sub-contractors) at any time at any time (including the period of manufacture) and at any location (including Vendor’s premises). Vendor shall provide the Purchaser’s inspectors reasonable access to all facilities. Any such inspection or failure to inspect by the Purchaser shall not relieve the Vendor of any responsibility or liability with respect to such Goods and/or Equipment nor shall such be interpreted in any way to imply acceptance thereof by the Purchaser.Notwithstanding prior inspection or payment, all Goods and Equipment are subject to final inspection and acceptance upon delivery.

7.2 If as a result of any inspection or test under Clause 7.1, the Purchaser is of the reasonable opinion that the Goods and/or Equipment do not comply with the requirements of Clause 8 or are unlikely on completion of manufacture or processing so to comply, Purchaser shall have the right at its option to require Vendor at its own cost to repair or replace the faulty Goods and/or Equipment or to reject the Goods and/or Equipment in whole or in part. Any repaired or replacement Goods and/or Equipment shall comply with requirements of Clause 8 and shall be delivered in accordance with Clause 5. In the case of rejection, Vendor shall forthwith refund to Purchaser all sums paid in respect of the rejected Goods and/or Equipment. This Clause 7.2 shall not limit any other rights Purchaser may have in connection with the Goods and/or Equipment or any other remedy which Purchaser may have against Vendor for any failure by Vendor to comply with any provision of the Purchase Order.

7.3 The Vendor represents that it is knowledgeable and has expertise regarding all Export Controls and will provide the Purchaser with all information and documentation relating to the Goods and/or Equipment which is required to comply with such Export Controls. Unless otherwise specified in the Purchase Order, it is the Vendor's responsibility to comply with applicable Export Controls for Goods and/or Equipment shipped from and to the United States. Vendor represents and confirms: (1) neither it, nor any member of Vendor Group, is an individual or entity that is or is owned or controlled by persons that are (i) the subject of Export Controls, or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Export Controls; (2) it obtains and maintains all certifications, credentials, authorizations, licenses and permits necessary to perform under the Purchase Order in compliance with all applicable Export Controls; and (3) it has instituted and maintains policies and procedures designed to ensure continued compliance with all Export Controls applicable to its performance under the Purchase Order, including, but not limited to, the maintenance of accurate books and records. The Vendor shall promptly alert the Purchaser to any violations or suspected violations of Export Controls. The Vendor further represents that it is not currently aware of and shall continually monitor any transactions it or its suppliers or subcontractors are involved in for possible violations of Export Controls and shall report any questionable transactions or suspicious circumstances immediately to the Purchaser in so far as they relate to the Purchase Order. The Vendor agrees to keep records of its export control related activities for a period of five (5) years and records pertaining to export licenses, re-export licenses and project licenses for a period of five (5) years from the expiration date of such license. The Vendor shall make such records available to the Purchaser upon request for inspection and copying. The Vendor shall be responsible for and shall save, indemnify, defend and hold harmless the Purchaser from and against all Claims arising from, relating to or in connection with any failure by the Vendor Group to comply with this Clause 7.3 or applicable Export Controls.

8 Warranty and Defects Correction

8.1 The Vendor shall carry out all of its obligations under the Purchase Order with all due care and diligence and with the level of skill to be expected of a reputable person with experience in the provision of the types of Work to be carried out under the Purchase Order. The Vendor warrants that any personnel provided to perform the Services shall be trained, skilled, experienced and qualified for the part of the Services they will be required to perform. The Vendor warrants that the Goods and/or Equipment will meet the Purchaser's requirements with regard to quality, fitness for purpose, quantity and/or Specifications, drawings, samples or other description furnished or specified by the Purchaser and the Vendor warrants that the Goods and/or Equipment are of good material and workmanship, will be free from defects, fit for their intended purpose and will be fully certified, will meet all relevant government standards, will have been tested and will be in full working order. In addition, if any Goods and/or Equipment furnished are subject to one or more third-party manufacturer’s warranties, Vendor hereby assigns such warranties to Purchaser and shall use its best efforts to assist Purchaser in receiving the benefits of such manufacturer’s warranties. The Goods and/or Equipment are ordered by the Purchaser in reliance on each and all of the warranties and guarantees specified herein or implied by law and usage of trade.

8.2 In the event the Purchaser notifies the Vendor of any defects or non-conformances in the Goods during the first twelve (12) months of use or twenty four (24) months from the date of delivery to the Purchaser, whichever is the longer, the Vendor shall without limitation to the Purchaser's other legal rights, carry out all work necessary to repair any defects in the Goods. The Vendor shall warrant any re-work for a further period of twelve (12) months from the date of repair. If the defect cannot be corrected, the Vendor shall promptly replace the Goods, free of charge, or at the Purchaser's option, remove the Goods and refund the full price paid under Clause 4 above. Further the Vendor shall warrant for a period of twelve (12) months any replacement part or parts.

8.3 In the event the Purchaser notifies the Vendor of any failure or breakdown of any Equipment, the Vendor shall, upon request of the Purchaser, immediately provide its personnel to repair such failure or breakdown. If such repair cannot be carried out within 24 hours of the time and date of notification, or such other time which does not hinder the continuance of Purchaser's operations, then Vendor shall immediately replace the Equipment, free of charge, or at the Purchaser's option, remove the Equipment and refund the full price paid under Clause 4 above. In accordance with Clause 11.6 no payment for hire of Equipment shall be due by Purchaser to Vendor such period of repair.

8.4 In the event the Purchaser notifies the Vendor of any defects or non-conformances in the Services during performance of the services or twenty four (24) months from the date of completion of the Services, the Vendor shall without limitation to the Purchaser's other legal rights, carry out all work necessary to repair any defects in the Services. The Vendor shall warrant any re-work for a further period of twelve (12) months from the date of repair. If the defect cannot be corrected, the Vendor shall have the right to have the nonconforming service performed by other means and Vendor will be responsible for all reasonable costs incurred by Purchaser in doing so or, at the Purchaser’s sole option, the Vendor will promptly refund the full price paid under Clause 4 above.

8.5 The warranties contained in this section will survive any inspection, test, acceptance and/or payment for the Work and shall run to Purchaser Group, its and their successors, assigns, customers and all users of its products;

8.6The provisions of this Clause 8 shall be in addition to any rights or remedies provided by law or under the Purchase Order, including Purchaser’s right to terminate the applicable Purchase Order.

8.7This Clause 8 shall survive termination of the Purchase Order for any reason.

9 Vendor's Default

9.1 Time is of the essence of the Vendor's obligations under the Purchase Order. Failure by the Vendor to complete delivery of any of the Work within the time specified herein, shall relieve the Purchaser, if it so chooses and without prejudice to any of its other rights or remedies, of any obligation to accept and pay for the Work. If no time is specified, the Purchaser shall have the right prior to delivery, to give written notice to the Vendor, specifying a date for delivery.

9.2 If a) at any time on request, the Vendor fails to give assurance of due performance satisfactory to the Purchaser, or; b) any of the Work does not conform with the Specification or are in some way deficient or defective and the Vendor fails to rectify the non-conformance, deficiency or defect, then the Purchaser shall be entitled to terminate the Purchase Order in whole or in part, as to the Work then not completed, without liability for any payment for such termination and the Vendor shall reimburse the Purchaser for reasonable costs incurred as a result of having such Work satisfactorily completed or supplied by others.

10 Liquidated Damages

10.1 Should Vendor fail to comply, for all the Work or part thereof, with the time(s) specified or such extended time(s) for delivery or completion as may be allowed in accordance with the Purchase Order, Purchaser shall be entitled to recover from Vendor by way of compensation or reimbursement at Purchaser's sole option, damages for such failure liquidated in the sum, or percentage of the price, specified on the Purchase Order. In the absence of such specification on liquidated damages, the Vendor shall be obliged to pay damages equal to 1% of the Purchase Order price per day of delay of delivery, limited to a maximum of 15% of the Purchase Order price. The terms of this Clause shall not limit any other rights or remedies of Purchaser under the Purchase Order or at law.

11 Hire of Equipment

11.1 Equipment is and shall at all times be and remain the sole and exclusive property of the Vendor and the Purchaser is not hereby granted any right or interest therein save the right to use the same under the Purchase Order.

11.2 All Equipment to be used in hazardous areas shall be properly rated and fit for the area in which it is intended to be used and shall be clearly identified as to its rating.

11.3 Vendor shall maintain all certification of its Equipment throughout the duration of the hire of the Equipment and copies of all inspection certificates shall be provided to Purchaser prior to or at the date of commencement of the period of hire.

11.4 Vendor shall provide slings, baskets or containers for its Equipment. All such slings, baskets or containers shall be accompanied by copies of applicable inspection certificates.

11.5 Where Equipment requires periodic maintenance, Vendor shall provide its personnel to carry out such maintenance at a time or times to be agreed with the Purchaser.

11.6 Any reconditioning, redress and/or repair of Equipment necessary to return the Equipment to the same condition it possessed prior to the commencement of the period of hire, fair wear and tear excepted, shall be carried out by the Vendor or its agents' at the Vendor's cost, unless otherwise specifically stated in the Purchase Order as being to the cost of the Purchaser. Reconditioning, redress and/or repair to be carried out at the cost of Purchaser shall only be carried out with the prior written consent of the Purchaser following agreement as to the extent and cost of necessary reconditioning, redress or repair. No payment for hire of Equipment shall be due by Purchaser to Vendor during any period of reconditioning, redress and/or repair.

11.7 If any Equipment is lost or is destroyed or damaged beyond repair for any reason including due to the sole, concurrent or contributory negligence of Purchaser its officers, directors, employees, servants or agents, then the Purchaser may terminate the hiring of the Equipment.

11.8 If the Equipment is lost or damaged beyond repair whilst in the hole below the rotary table then, except to the extent of fair wear and tear or where such loss or damage is caused by the negligence of the Vendor, the Purchaser shall reimburse the Vendor for the documented costs of replacing such Equipment at the replacement costs of such Equipment less depreciation calculated at the rate of 2% per calendar month, or such other rate as may be stated in the Purchase Order, from the date on which the lost or damaged Equipment was first used. Where Equipment is subject to renewal and refurbishment of component parts after each usage then depreciation shall be calculated from the date such Equipment was first used since its last documented renewal or refurbishment. The replacement costs of such Equipment shall be specified in the Purchase Order.

11.9 The Vendor shall, unless otherwise stated in the Purchase Order, be liable for its Equipment at all times whilst not in use in the hole below the rotary table.

11.10 No payment for hire of Equipment shall be due by the Purchaser to the Vendor for any period following termination of hire due to loss or destruction of the Equipment.

12 Title, Risk and Insurance of Goods

12.1 Without prejudice to the Purchaser's rights and remedies under or arising from the Purchase Order, title in the Goods shall vest in the Purchaser at the time of delivery thereof to the Purchaser pursuant to Section 5. Notwithstanding the foregoing, risk in the Goods shall pass to Purchaser only when physical delivery of the Goods to Purchaser has been completed and Purchaser has accepted same under clause 7.1. Until then, risk in the Goods shall remain with Vendor.No loss, injury or destruction of the Goods prior to their deliver to Purchaser shall release Vendor from any obligations with respect to the Goods (including, without limitation, Vendor’s obligation to timely deliver and/or replace the Goods).

12.2 If for any reason Purchaser is unable to take delivery of the Goods at the time when the Goods are due and ready for delivery Vendor shall at its own risk and cost store the Goods, safeguard them and take all reasonable steps to prevent their deterioration until their actual delivery and Purchaser shall be liable to Vendor for the reasonable costs (including insurance) of so doing after a period of grace of one month free storage.

13 Force Majeure

13.1 Neither Party shall be responsible to the other for any failure to fulfil any term or condition of the Purchase Order (except for the obligation to pay sums due under the Purchase Order) if and to the extent that fulfilment has been delayed or temporarily prevented by a force majeure occurrence, as hereunder defined, which is beyond the control and without fault or negligence of the Party affected and which, by the exercise of reasonable diligence, the said Party is unable to provide against.

13.2 For the purposes of the Purchase Order only the following occurrences shall be force majeure; (a) riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not), acts of terrorism, civil war, rebellion, revolution, insurrection of military or usurped power; (b) ionising radiations or contamination by radio-activity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel or radio-active, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof; (c) Pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds; (d) earthquake, flood, fire, explosion and/or other natural physical disaster, but excluding weather condition as such, regardless of severity; (e) strikes at a national or regional level or industrial disputes at a national or regional level, or strikes or industrial disputes by labour not employed by the affected Party or its sub-contractors and which affect a substantial or essential portion of the Work; (f) maritime or aviation disasters; (g) changes to any general or local Statute, Ordinance, Decree or other Law, or any regulation or bye-law of any local or other duly constituted authority or the introduction of any such Statute, Ordinance, Decree, Law, regulation or bye-law.

13.3 In the event of a force majeure occurrence, the affected Party will promptly notify the other in Writing of the force majeure occurrence.

13.4 In the event of a force majeure occurrence prevailing for a continuous period of fifteen (15) days or more, either Party may terminate the Purchase Order in whole or in part, upon notice thereof to the other Party in Writing.

14 Indemnities

14.1 Vendor agrees to release, defend, indemnify and hold harmless Purchaser Group from and against any and Claims that are brought by or on behalf of any person or entity, that arise out of, relate to, or are connected with a Purchase Order or the performance thereof, including without limitation, Claims alleging: (i) the personal injury, bodily injury, illness, or death of any person caused by, arising out of, or resulting from, any fault or defect in the materials, design, or workmanship of the Goods, Equipment and/or Services or the willful or negligent acts or omissions or other legal fault of any member of Vendor Group; (ii) damage to, loss of, or loss of use of any property caused by, arising out of, or resulting from, any fault or defect in the materials, design, or workmanship of the Goods, Equipment and/or Services or the willful or negligent acts or omissions or other legal fault of any member of Vendor Group; (iii) the breach or non-compliance by Vendor with any provision of a Purchase Order ; or (iv) Vendor Group’s violation of any governmental laws, regulations, ordinances, permits, licenses, or orders.The indemnities in this Section 14.1 shall not apply to the extent the Claims are caused by, arise out of or result from Purchaser Group’s negligence or more culpable action or omission (including recklessness or willful misconduct).

14.2 Notwithstanding anything else herein, the Vendor shall be responsible for the recovery or removal and when appropriate the marking or lighting of any wreck or debris arising from or relating to the Goods and/or Equipment and shall save, defend, indemnify and hold harmless the Purchaser Group in respect of all Claims arising out of such wreck or debris.

14.3 Notwithstanding anything within the Purchase Order to the contrary and except to the extent of any agreed liquidated damages (including without limitation any predetermined termination fees) provided for in the Purchase Order, THE PARTIES AGREE THAT REGARDLESS OF THE CLAIM OR OTHER FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT BY ONE PARTY AGAINST THE OTHER PARTY OR ANY MEMBER OF ITS RESPECTIVE GROUP, THAT NEITHER SUCH PARTY NOR ANY MEMBER OF ITS GROUP SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, PROMOTIONAL EXPENSES, INJURY TO REPUTATION, OR LOSS OF CUSTOMERS ARISING OUT OF OR RELATED TO THE WORK OR THE PURCHASE ORDER, AND EACH PARTY HEREBY WAIVES ANY CLAIM FOR ANY SUCH EXCLUDED FORM OF DAMAGES. This Clause 14.3 shall apply notwithstanding the sole, joint, or concurrent negligence, fault, or responsibility of ‎the Party whose liability is waived by this provision, or any other event or condition, whether anticipated or ‎unanticipated, and regardless of whether pre-existing prior to the date of the Purchase Order, but the foregoing ‎limitation of liability does not limit the obligation of any Party to indemnify the other Party or members of its respective Group against claims ‎asserted by unaffiliated third parties, including third-party claims for punitive, special, indirect, incidental, ‎and/or consequential damages.‎

14.4 Notwithstanding anything within the Purchase Order to the contrary, Vendor shall indemnify and hold harmless the Purchaser from and against any loss or damage caused to third parties of the Vendor.

14.5 Notwithstanding anything to the contrary within the Purchase Order, the Vendor shall be liable for all Tax incurred by the Vendor, or its subcontractors or their employees with respect to the Purchase Order. The Vendor shall indemnify and hold the Purchaser Group harmless from any expense, claim, liability or obligation with respect to such amounts. This indemnity will survive termination or expiration of the Purchase Order.

14.6 If either Party becomes aware of any incident likely to give rise to a Claim under the above indemnities, it shall notify the other and the Parties shall co-operate fully in investigating the incident.

14.7 The indemnities given pursuant to the Purchase Order shall be full and primary and shall apply in respect of the full liability of the indemnity for Claims notwithstanding that the indemnified party may be entitled to contribution thereto from insurance or any other person.

14.8 This Clause 14 shall survive termination of the Purchase Order for any reason.

15 Insurance

15.1 The Vendor shall arrange as a minimum the insurances set out in this Clause 15 and ensure that they are in full force and effect throughout the life of the Purchase Order. All such insurances shall be placed with reputable and substantial insurers, satisfactory to the Purchaser, and shall for all insurances other than Employers' Liability Insurance/Workmen's Compensation to the extent of the liabilities assumed by the Vendor under the Purchase Order, include the Purchaser and it and their respective Affiliates as additional assureds. All insurances required under this Clause 15 shall be endorsed to provide that underwriters waive any rights of recourse, including in particular subrogation rights against the Purchaser and its and their respective Affiliates in relation to the Purchase Order to the extent of the liabilities assumed by the Vendor under the Purchase Order. Such insurances shall also where possible, provide that the Purchaser shall be given not less than thirty (30) days' notice of cancellation of or material change to cover. The provisions of this Clause 15 shall in no way limit the liability of the Vendor under the Purchase Order.

15.2 The insurances required to be effected under Clause 15.1 shall be as follows (to the extent that they are relevant to the Purchase Order):

15.2.1 All insurances which the Vendor is obliged to carry under any Applicable Law.

15.2.2 Any other insurance which the Vendor, acting as a diligent, prudent and competent supplier within the oil and gas industry ought to consider appropriate in terms of type, coverage and limit, taking into account the nature, extent, scope and location of the Work being provided under the Purchase Order.

15.3 The Vendor will arrange and maintain (at its own cost):

15.3.1 professional indemnity insurance at a level sufficient to meet any liability for any act or default for which the Vendor may become liable to indemnify the Purchaser under the terms of the Purchase Order; and

15.3.2 public liability insurance at a level sufficient to meet any liability for any act or default causing damage or personal injury for which the Vendor may become liable under the terms of the Purchase Order.

15.4 The Vendor shall supply the Purchaser with evidence of such insurances on demand.

16 Intellectual Property

16.1 The Vendor shall save, indemnify, defend and hold harmless the Purchaser Group against any Claim that the Work, or any part thereof, constitute an infringement of any Intellectual Property rights. In case there is found to be an infringement, the Vendor shall, at his own expense, either procure for the Purchaser the right to continue using the Work, or replace or modify them with substantially equal but non-infringing Goods and/or Equipment and/or Services or, if these options are not legally possible, remove the Goods and/or Equipment and/or cease to perform the Services, refunding in full the price paid under Clause 4 above. The Vendor shall inform the Purchaser if any designs or instructions furnished or given to the Vendor by the Purchaser shall be such as will cause the Vendor to infringe any Intellectual Property rights in the performance of the Purchase Order. The Vendor shall not attempt to register any Intellectual Property rights where the subject matter of the registration belongs hereunder or otherwise to the Purchaser.

16.2 The Vendor undertakes to disclose promptly in writing to the Purchaser any significant development made or conceived by the Vendor or by any sub-contractor or by any person engaged by the Vendor or any sub-contractor, constituting, arising out of, relating to or to be incorporated into any part of the Work including any development made or conceived prior to but in anticipation of the award by the Purchaser of the Purchase Order. The Vendor hereby assigns, grants and conveys to the Purchaser the entire Intellectual Property rights in and to all such developments so made or conceived.

16.3 In the event of the Purchaser seeking to apply for any Intellectual Property rights the Vendor further undertakes for itself and for any sub-contractor and any person engaged by the Vendor or sub-contractor, to sign any paper or document and do any such other act or thing that may be required by the Purchaser to complete such application or registration. The Purchaser will pay the Vendor any reasonable costs that the Vendor demonstrates have been incurred in complying with this obligation.

16.4 Clauses 16.2 and 16.3 above shall only apply to the extent that the Purchase Order specifically identifies that design work and/or development work in relation to the Work or any part thereof have been carried out by the Vendor or sub-contractor at the express instigation of the Purchaser (including where such work and /or development took place prior to the date of the Purchase Order).

16.5 The Vendor shall not have any right of use, other than for the purposes of the Purchase Order, whether directly or indirectly, of any Intellectual Property provided by the Purchaser in relation to the Purchase Order. Any Intellectual Property owned by the Purchaser prior to the date of the Purchase Order shall remain the Intellectual Property of the Purchaser.

16.6 This Clause 16 shall survive termination of the Purchase Order for any reason.

17 Termination and Suspension

17.1 Purchaser may by Written notice to Vendor terminate the Purchase Order in whole or in part at any time at its option and shall unless otherwise stated in the Purchase Order reimburse Vendor for all reasonable costs incurred prior to such termination.

17.2If the Vendor or any subcontractor (i) breaches any provision of the Purchase Order, (ii) files a voluntary petition in bankruptcy, (iii) makes a general assignment for the benefit of its creditors, (iv) suffers or permits the appointment of a trustee or receiver for its business assets, (v) becomes subject to any proceeding under any bankruptcy or insolvency law which is either consented to by such other Party or is not dismissed within ninety (90) days, (vi) initiates actions to wind up or liquidate its business voluntarily or otherwise, (vii) ceases doing business in the ordinary course, or (viii) anything analogous to any of the events described in this sentence occurs under the laws of any applicable jurisdiction or Purchaser reasonably apprehends that any of the foregoing events is about to occur in relation to Vendor and notifies Vendor accordingly, the Purchaser shall have the right (without limiting any other rights or remedies which it may have hereunder or by operation of law) to:

17.2.1 take possession of any Goods, materials, and work-in-progress for which Purchaser has paid in whole or in part, and/or terminate any and all Purchase Orders by written notice to the Vendor whereupon Purchaser shall be relieved of all further obligation hereunder except the obligation to pay the reasonable value of Vendor’s prior satisfactory performance (not exceeding the Purchase Order rate, and net of any previous payments made by Purchaser) or without any compensation or indemnity whatsoever to Vendor; or

17.2.2 give any such receiver or liquidator or other person the option to carry out the Purchase Order.

The Vendor shall be liable to the Purchaser for all costs incurred by Purchaser in completing or procuring the completion of performance in excess of the applicable Purchase Order price. Purchaser’s right to require strict performance of any obligation hereunder shall not be affected by any previous waiver, forbearance or course of dealing.

17.3The exercise of any of the rights granted to Purchaser under this Clause 17 shall not limit or affect any rights or actions or remedy which shall have accrued or shall accrue thereafter to Purchaser.

18 Confidentiality

18.1 The Vendor shall not (and shall procure that its Affiliates and its officers, employees and sub-contractors and those of its Affiliates shall not) disclose any information of a confidential or commercially sensitive nature relating to the Purchaser or its Affiliates or their respective businesses, technology or other affairs to any third party (or any officer or employee or contractors of the Vendor except to the extent that such officer or employee or sub-contractors requires knowledge of the same for the proper performance of the Purchase Order) including, but not limited to, Vendor’s drawings, specifications, processes, reports, data and other technical information or Intellectual Property (“Confidential Information”) that is disclosed to or received by the Vendor without the Written approval of the Vendor or use any such information for any purpose other than the proper performance of the Purchase Order.

18.2 The Vendor shall, if so required by the Purchaser at any time, promptly return to the Purchaser all copies of any such Confidential Information which may be in the Vendor Group's possession or under their control.

18.3The Vendor shall safeguard the Purchaser’s Confidential Information with at least the same degree of care (which shall always be at least a reasonable amount of care) that it uses to safeguard its own Confidential Information.

18.4This Clause shall not apply to information which is, or becomes through no fault of the Vendor, its officers' or employees' or sub-contractors part of the public domain or to any disclosure which the Vendor is required by law to make save that in the event of such a legal requirement arising, Vendor shall give prior notice of such disclosure obligation to Purchaser and will endeavour to disclose only that confidential information which is required to meet its legal obligations.

18.2 This Clause 18 shall survive termination of the Purchase Order for any reason.

19 Governing Law and Jurisdiction

19.1 The validity, performance, and construction of the Purchase Order shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein (excluding its conflict of laws rules which would refer to and apply the substantive laws of another jurisdiction), any suit or proceeding hereunder shall be brought exclusively in the courts of the province of Alberta. The Purchase Order shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

20 General

20.1 The Vendor shall act as an independent contractor with respect to the Purchase Order. Nothing in the Purchase Order is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, make any Party the agent or employee of any other Party, or authorise any Party to make or enter into commitments for and on behalf of any other Party.

20.2 Each Party should verify the correct email address for notices prior to sending any permitted email notice hereunder. Unless sender receives a return notification that an email was not delivered, undeliverable or similar, any notice that is permitted to be made by email herein shall be deemed to have been received at the time which is twelve (12) hours from the time that the email was sent. If sent after 5:00 pm Alberta time, the email shall be deemed to have been received either twelve (12) hours after the time the email was sent or 9:00 am Alberta time on the next working day, whichever is the later.

Any notice that is not permitted to be made by email herein or as prescribed by law, rule or procedure (which shall specifically include, for the avoidance of doubt, any notices relating to breach of the Purchase Order and notices relating to any Claims or litigation), shall be in Writing addressed to that other Party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the Party giving the notice.

Any such notice or other communication shall be deemed to have been duly received as follows:

(a) if delivered personally, when left at the address referred to in the Purchase Order;

(b) if delivered by commercial courier, on the date and at the time that the couriers delivery receipt is signed;

(c) if by other postal service, at 9am Alberta time on the second business day after posting.

20.3 Any failure by either Party to enforce all or any portion of the Purchase Order or waiver by either Party of any breach of the Purchase Order by the other Party shall not be considered a waiver of any subsequent breach or future right to require strict performance of the Purchase Order.

20.4 If any provision of the Purchase Order is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Purchase Order and the remainder of the provision in question shall not be affected. If any invalid or unenforceable provision of the Purchase Order would be valid and enforceable if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it valid and enforceable.

20.5 Vendor shall have an established and documented Health, Safety and Environment (HSE) system and a quality assurance system in accordance with applicable law and the relevant ISO standard or equivalent standards. If design or engineering is included in the delivery, the relevant ISO standard for engineering shall be required, in addition.

20.6 Vendor shall obtain and maintain all approvals, permissions and licenses which are necessary for the performance of its obligations pursuant to each Purchase Order.

IF AND TO THE EXTENT ANY PAYMENT REQUIRED TO BE MADE PURSUANT TO THE PURCHASE ORDER OR DAMAGE LIMITATION SET FORTH HEREIN IS DEEMED TO CONSTITUTE LIQUIDATED DAMAGES, THE PARTIES ACKNOWLEDGE AND AGREE THAT SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT SUCH PAYMENT IS INTENDED TO BE A REASONABLE ESTIMATION OF THE AMOUNT OF SUCH DAMAGES AND NOT A PENALTY.

21 Assignment

21.1 The Purchaser has the right to assign the Purchase Order or any part of it or any benefit or interest in or under it to any Affiliate or third party without the consent of the Vendor.

21.2 The Vendor shall not assign this Purchase Order or subcontract any part of same without prior Written approval by the Purchaser. The Vendor is responsible for the acts and omissions of any subcontractor. Subcontractors shall have no right to makes claims towards the Purchaser.

21.3 The Vendor shall verify that any approved subcontractor has an established and documented quality assurance system adequate for the Purchase Order.

22 Audit

22.1 To verify the Vendor's compliance with the Purchase Order, the Purchaser may, at its sole expense, audit the Vendor's records and those of its sub-contractor and sub-contractors including all books, papers, documents, agreements, and any other information that may have an effect on or be related to the Purchase Order. The Vendor shall co-operate fully in furnishing all such requested records. The Purchaser shall have the right to obtain statements from any of the Vendor's personnel who may have information necessary to conduct or complete any such audits. All audits will be conducted in accordance with generally accepted auditing standards and during normal business hours.

23 Business Ethics

23.1 Both Parties shall uphold the highest standards of business ethics in the performance of the Purchase Order. Integrity, honesty and ethical business practices shall be paramount principles in the dealings between the Parties.

23.2 Neither Party shall knowingly involve itself in any business in connection with, or use information arising from, the Purchase Order, in any manner which conflicts with the interest of the other Party.

23.3 The Vendor warrants and represents that in the performance of its obligations under the Purchase Order iit has complied and shall comply with the Applicable Anti-Bribery Laws and any other applicable laws (including, without limitation, federal, state and local laws, rules and regulations in effect in the United States of America), rules, regulations, labour agreements, working conditions and technical codes and requirements of any governmental or regulatory body in any country or territory having jurisdiction over the Purchase Order.

23.4The Vendor warrants that it has policies, procedures and controls relating to Applicable Anti-Bribery Laws setting out adequate procedures to comply with Applicable Anti-Bribery Laws.

23.5By entering into the Purchase Order, the Vendor agrees to comply with and ensure compliance by the Vendor Group with the Purchaser’s Supply Chain Code of Conduct, as updated from time to time:Hunting Supply chain Code of Conduct

23.6In addition and subject to Clause 22, on provision of no less than thirty (30) days' notice, the Purchaser or its duly authorised representatives shall have the right to audit, at its own cost, the e Vendor's compliance with Applicable Anti-Bribery Laws and/or the Hunting Supply Chain Code of Conduct, but such right shall not include access to documents that are legally privileged or were created for the purpose of an on-going internal investigation.

23.7 Where it is legally able to do so, and subject to a request by the Competent Authority not to notify, each Party shall notify the other in writing immediately upon whichever is the earlier of:

23.7.1 becoming aware of any investigation or proceeding initiated by a Competent Authority relating to an alleged breach of Applicable Anti-Bribery Laws by either Party or any member of its Group in connection with the Purchase Order; or

23.7.2 having a reasonable belief that either Party or any member of its Group has breached Applicable Anti-Bribery Laws in connection with the Purchase Order.

The affected Party shall use reasonable efforts to keep the other Party informed as to the progress and findings of such investigation or proceedings, the details of any measures being undertaken by such Party to respond to the alleged breach and the remedial measures that are being or will be implemented to prevent such conduct in the future.

23.8 Suspension

23.8.1 Subject to the remaining provisions of this Clause 23.8, in the event that the Purchaser has a reasonable belief that the Vendor has breached Clause 23.3, the Purchaser may give notice of its intention to suspend payments under the applicable Purchase Order to the Vendor giving the basis of such reasonable belief. If the Vendor upon receipt of such notice neither responds with information reasonably satisfactory to the Purchaser to refute such reasonable belief nor commences and continues with action reasonably satisfactory to the Purchaser to remedy such suspected breach of Clause 23.3 within seven (7) days the Purchaser may, by the provision of notice, suspend with immediate effect any payments due under this Purchase Order.

23.8.2 The Purchaser shall not be entitled to suspend payment for sums due under this Purchase Order for any part of the Work performed in accordance with the Purchase Order that the Vendor can reasonably substantiate as not being connected with the suspected breach.

23.8.3 In the event of any such suspension, the Purchaser and the Vendor shall meet at not more than seven (7) day intervals with a view to agreeing an appropriate course of action during the period of suspension.

23.8.4 On expiration of the suspension, the Purchaser shall, unless otherwise agreed, either:

23.8.4.1 make full payment of any sums retained pursuant to this Clause 23.8 which are otherwise due within thirty (30) days; or

23.8.4.2 if its reasonable belief remains, serve notice within thirty (30) days that the Purchase Order is terminated pursuant to this provision.

23.9 In the event of termination in accordance with Clause 23.8.4.2 the following conditions shall apply:

23.9.1 subject to sub-paragraph Clause 23.8.2, the Vendor shall be entitled to payment only as set out in the Purchase Order for Work completed in accordance with the Purchase Order up to the date of termination;

23.9.2 the Vendor shall not be entitled to payment for any sums connected with the possible breach of Applicable Anti-Bribery Laws (including those retained under Clause 23.8);

23.9.3 subject to the Purchaser being able to evidence that a breach of Clause 23.3 has occurred, the Purchaser shall be entitled to receive from Vendor any additional costs reasonably incurred by the Purchaser as a result of a breach by the Vendor; and

23.9.4 payment shall be made to the Vendor within thirty (30) days of the date of termination of the Purchase Order.

23.10 The Vendor shall save, indemnify, defend and hold harmless the Purchaser against all costs (including legal and investigation costs) and expenses incurred by the Purchaser or arising in respect of any breach of Clause 23.3 by the Vendor.