The Customer identified on the Quotation (“Customer”) and Rig Manufacturing, LLC. (“RMC”), incorporates these terms and conditions in regards to (collective, the “Quotation”). While Customer may acknowledge acceptance of this Quotation in the form of a (“Purchase Order”), or by signing and returning the Quotation or in writing via email, any Customer’s terms and conditions in any specific Purchase Order documentation, email or other writing, preprinted or otherwise, shall be inapplicable and shall not modify this Quotation or these Terms/Conditions relating to the Quotation. The validity of this Quotation is 30 days from the date of the cover letter. Stenographic or clerical errors in this Quotation are subject to correction at RMC’s sole discretion. This Quotation or acceptance and any resulting agreement shall be governed by and interpreted in accordance with the laws of the State of Texas. By providing this Quotation, RMC does not represent this drilling rig, equipment or parts in any other condition other than stated in the description detailed in this Quotation.
ACCEPTANCE
All Purchase Orders placed by Customer are subject to acceptance by RMC and acceptance is expressly limited to the terms and conditions of the Quotation provided by RMC, these Terms/Conditions and specifications or other terms attached hereto, if any. Notwithstanding any oral or written statement made by Customer, RMC’s acceptance of a Purchase Order, order confirmation or similar document issued by Customer does not constitute acceptance of Customer’s terms, conditions or provisions unless written addressed specifically to each term by RMC. No order issued by the Customer as a result of this Quotation or otherwise shall be binding to RMC unless in writing or by virtue of RMC’s performance and thereupon shall become a binding contract under the terms and conditions set forth herein and/or in RMC’s acceptance form. No changes or revisions stated by the Customer in its Purchase Order, or otherwise, shall be binding upon RMC if in conflict with the Terms/Conditions stated or referred to herein and/or in RMC’s acceptance unless expressly agreed to in writing subsequent to RMC’s acceptance.
WARRANTY
RMC will transfer to Customer all Original Equipment Manufacturers (“OEM”) warranties along with OEM documentation for the drilling rig, drilling equipment or parts as set forth in the Quotation. RMC represents that any and all applicable warranties have been transferred to Customer and that such warranties are in full force and effect for the benefit of the Customer. RMC makes no independent warranties or representations either expressed or implied of fitness for a particular purpose or of merchantability with respect to the drilling rig, drilling equipment or parts delivered by the various component manufacturers to RMC and Customer agrees and acknowledges that the warranties referred to above are the only warranties with respect to such component equipment or parts. Notwithstanding any other part of this Quotation, RMC warrants that component and material fabrication and assembly to construct the drilling rig, drilling equipment or parts shall be performed in a good and workmanlike manner and in accordance with industry standards and the written representations and requirements contained in this Quotation, as may be amended. Further, RMC will cooperate with Customer in accomplishing any and all transfers of said warranties and any additional available warranties that may be reasonably requested by RMC. The component equipment, parts or fabrication of said drilling rig, drilling equipment or parts which RMC warrants as being fit for the particular purpose intended are those items manufactured by RMC. RMC warrants that its component parts and fabrications to create the drilling rig, drilling equipment or parts shall be free of any and all defects for twelve (12) months from Customer’s acceptance of the drilling rig, drilling equipment or parts. The liability of RMC hereunder is limited to replacing or repairing, at RMC’s sole option, any part or parts which have been returned to RMC and which are defective or do not conform to such specifications, drawings or other written descriptions provided by RMC and such part or parts are returned by the Purchaser within sixty (60) days after such defect is discovered. Parts replaced or repaired in the warranty period shall carry the unexpired portion of the original warranty. RMC’s obligations under this warranty are conditioned upon timely receipt of all payments in strict accordance with Quotation’s payment terms, time being of the essence of this regard. During the time which RMC has not received any amount overdue, RMC shall have no obligation under this warranty and the expiration date of the warranty shall not be extended upon payment of the overdue amount. Warranty service will be provided during normal working hours. Additional charges will be assessed to Customer for service outside normal hours or for additional costs incurred in order to comply with RMC service rates. All items retuned to RMC for repair or replacement must be sent freight prepaid to its discretionary facility and will be returned to Customer freight collect. Customer must obtain RMC’s Returned Goods Authorization in writing prior to returning items. RMC will not be liable for any damage done by unauthorized repair work, unauthorized replacement parts, from any misapplication of the item, lack of maintenance according to OEM instructions, or for damage due to accident, abuse or Act of God. In complete substitution of all remedies and rights to damages provided by the Commercial laws of the United States, it is agreed that the Customer’s remedy against RMC for breach of warranty or for any other cause relating to the goods shall be limited solely and exclusively to repair or replacement of any defective goods. This is however, strictly on the basis that in no event shall RMC’s liability exceed the purchase price of the goods, and provided that in the event of modification, repair or replacement of RMC’s goods or part thereof shall not be carried out by anyone other than RMC unless another party is approved by RMC. In the event that such works are carried out by others not approved by RMC all warranties and/or liabilities shall be terminated.
PAYMENT
Payment terms for RMC invoices are noted on invoice or Quotation. In the event that the Customer is unable to accept delivery for any reason invoices shall still be dispatched and duly paid. If the Customer fails to provide shipping instructions or otherwise withholds direction for the delivery of the order, the order will be placed in storage, shipment will be considered accomplished and any remaining payment will be invoiced. After the payment is invoiced the payment period noted on the invoice will begin. Payment in full will then be required before actual shipment to Customer can be made. At the end of the payment period, an extra charge of 3% percent per month will begin covering the cost of storage, insurance and the use of capital. Any site/installation-commissioning invoices will be raised at the end of each month and submitted for payment in the event of ongoing Customer site work. This Quotation does not include value added tax, any other sales tax, import duties, delivery/transportation or any other costs associated with the supply of the goods to the Customer. This will be added as applicable. The mobilization and demobilization cost of personnel is provided by the Customer free of charge for transportation, accommodations, cranes, labor and similar manpower requirements for handling of items at the Customer’s site.
DRAWINGS
RMC’s prints or drawings attached hereto or heretofore or hereafter furnished by RMC to the Customer in connection with the obtaining or performance of the Customer’s Purchase Order are the property of RMC and represent a proprietary article in which Rig Manufacturing Company LLC retains any and all patent and other rights, including exclusive rights of use and/or sale. Possession of such prints or drawings does not convey any permission to manufacture the article or articles shown therein, such permission to be granted only by specific authorization in writing signed by an officer or other authorized agent of Rig Manufacturing Company LLC. RMC grants no license, express or implied, by virtue of drawings or materials provided by RMC, other than the right of the Customer to use the specific materials provided in the form delivered by RMC. In the event drawing approval is required to commence fabrication, price and delivery schedule is subject to readjustment if approval is not received by RMC within ten (10) days after RMC’s submittal.
CHANGE ORDERS OR CANCELLATION
This Quotation does not include any additional change orders or Customer customizing of the Purchase Order that may be identified during the design/manufacturing phases. Any such new requirements not included in the original Quotation by RMC would be priced and forwarded to the Customer for approval and once the change order has been approved by both parties it will be invoiced by RMC. In the event of cancellation by the Customer while goods are in the process of manufacture, RMC shall have the right, in addition to all other remedies available to it under the law, to charge the Customer with all RMC’s costs allocable to the sale and manufacture of said goods, including but not limited to material, labor and engineering design costs. Cancellation of the Purchase Order can only be advised in writing providing a minimum of fourteen (14) days notice to stop works. RMC will compile all its outstanding costs and invoice accordingly at RMC’s sole discretion.
LIMITATIONS OF LIABILITY AND DELAY
In no event, whether as a result of breach of contract, breach of warranty, tort (including, but not limited to, negligence) or otherwise, shall RMC or its suppliers be liable for any punitive damages or any consequential, Incidental, speculative, special, exemplary or indirect damages, nor for any claims or damages arising out of or for loss of profit or revenues, loss of use of the products or any associated equipment, damage to associated equipment, cost of capital, overhead, cost of substitute products, facilities or services downtime costs, costs related to the cleanup, removal, release, threatened release, remediation or disposal of or any response to hazardous material, or claims of Customer’s customers for such damages. RMC shall not be liable or responsible for damage, loss, delays or defaults in deliveries due to Acts of God or the public enemy, laws, regulations or orders of the federal, state, or local governments or their agencies, fires, rain-outs, flooding, accidents, strikes or labor troubles, riots or insurrection, unusually severe weather and material or transportation shortages. RMC shall also not incur liability or responsibility for delays in obtaining materials or supplies due to such causes or for other causes beyond RMC’s control, nor shall the Customer cancel or have the right to cancel its purchase order because of delays or defaults in deliveries due to such causes.
GOVERNING LAW AND DISPUTE RESOLUTION
This PurQuotation shall be construed under and governed by the law of the State of Texas without regard to conflicts of laws rules. RMC and Customer shall meet in good faith to attempt to resolve informally any disputes arising out of the Quotation or Purchase Order. If the parties are unable to resolve such disputes informally, either side may initiate legal action for relief. Venue shall be in the state and/or federal courts of Harris County, Texas, which shall have the exclusive jurisdiction over the subject of such disputes. In any action to enforce Customer’s Purchase Order, the prevailing party shall be awarded all court costs and reasonable attorneys’ fees incurred, including such costs and attorneys’ fees incurred in enforcing and collecting any judgment.
ENTIRE AGREEMENT, MODIFICATION, WAIVER, NOTICES
This Quotation or Purchase Order, including any attached Schedules and Exhibits, constitutes the entire agreement of the parties hereto with respect to the sale of products and services by Customer to RMC and supersedes all prior representations, warranties, agreements, and understandings, of any kind, written and oral, of the parties hereto. It may not be modified or amended except by written amendment specifically referencing this Quotation signed by the authorized representatives of the parties. No waiver of any term of this Quotation shall imply a subsequent waiver of the same or any other term or constitute a continuing waiver. All notices shall be given in writing and be personally delivered or sent by postage prepaid mail addressed to the parties at their addresses first mentioned above or as otherwise designated to the other by notice as herein required.