Terms and Conditions of Sale

Roughneck Resources

These Terms and Conditions of Sale ("Terms") govern the sale of products by Roughneck Resources ("Seller") to any purchaser ("Buyer"). By placing an order with Seller, Buyer agrees to be bound by these Terms.

1. Acceptance of Terms and Conditions

Buyer and Seller have mutually negotiated and agreed upon the terms and conditions contained herein, which will apply to the sale of products by Seller to Buyer, unless mutually agreed otherwise. Any terms contained in a purchase order, invoice, or other document provided by one party to the other at any point in the sale process shall not apply unless specifically agreed to in writing by both parties hereto.

2. Express Warranty

Seller warrants that the products sold hereunder will conform to specifications Seller has provided to Buyer (or, if the product is custom-built for Buyer, to the specifications provided by Buyer to Seller) and will be free from defects in materials and workmanship when operated in accordance with all applicable operating conditions, for a period of one (1) year after start-up, not to exceed eighteen (18) months from shipment (the "Warranty Period"). This warranty shall not apply to any equipment whose structural integrity or functionality has been altered or repaired by other than Seller's personnel or personnel expressly approved by Seller. During the Warranty Period, Seller shall repair or replace any products, parts, or components found to be defective. If Seller cannot repair or replace the product, Seller shall refund or credit Buyer the price of the product.

3. Warranty Disclaimer

EXCEPT AS SET FORTH ABOVE, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS SOLD HEREUNDER. SELLER EXPRESSLY EXCLUDES AND DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, APPLICATION, OR USE. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER SUCH DAMAGES ARE SOUGHT IN CONTRACT, IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE.

4. Delivery

Delivery terms shall be mutually agreed upon by the parties and set forth on the confirmation issued by Seller for the product. Seller will exercise reasonable efforts to meet the shipment dates specified in Seller's confirmation.

5. Prices

Pricing for the product purchased shall be agreed upon by the parties and specified on the confirmation issued by Seller. No contract is formed until pricing has been agreed upon and specified in Seller's confirmation.

6. Taxes

Unless otherwise agreed and stated in Seller's confirmation, prices specified in Seller's confirmation do not include sales, use, excise, or similar taxes. Buyer is responsible for payment of any present or future sales, use, excise, value-added, or other similar tax applicable to the sale of products hereunder.

7. Title and Risk of Loss

Unless otherwise agreed and stated in Seller's confirmation, title and risk of loss shall pass to Buyer at the time Seller delivers the product to the carrier for delivery to Buyer, even if the carrier is selected by Seller.

8. Transportation

Unless otherwise agreed and stated in Seller's confirmation, delivery shall be made F.O.B. Seller's plant at 337 Cargill Rd, Kilgore, TX 75662, with transportation expenses paid by Buyer.

9. Terms of Payment

Unless otherwise agreed and stated in Seller's confirmation, terms of payment for shipments are net cash within thirty (30) days from the date of invoice. Failure to make timely payment on final or partial shipments entitles Seller, at its option, to withhold delivery of products ordered without liability. If any invoice is not paid when due, Seller may assess a late payment charge of 1% per month (or the maximum permitted by applicable law) on the past due amount. Delays requested or caused by Buyer may result in changes to price and/or delivery dates prior to implementation of such changes.

10. Cancellation

No accepted terms stated in a confirmation issued by Seller may be modified except with the prior mutual written consent of the parties.

11. Compliance with Laws

Seller warrants that the product, to the extent based on Seller's specifications, shall comply with all applicable federal, state, and local laws, regulations, and ordinances. Buyer warrants that its purchase and use of the product, and any specifications it provides to Seller, shall likewise comply with all applicable federal, state, and local laws, regulations, and ordinances.

12. Insurance

Seller shall, at its own cost and expense, maintain appropriate insurance coverage for the manufacture and sale of the product, including Commercial General Liability, Workers' Compensation, Automobile Liability, and any other insurance required by applicable statute, regulation, or ordinance. Upon request, Seller shall provide Buyer with certificates of insurance substantiating such coverage. Upon passage of title to Buyer, Buyer shall adequately insure the equipment against loss or damage from any cause, naming Seller as an additional insured with loss proceeds payable to Seller until the purchase price has been paid in full. Buyer shall furnish Seller evidence of this additional-insured status.

13. Indemnification

Seller agrees to defend, indemnify, and hold Buyer harmless from any liability, loss, damage, cost, and expense, including actual attorney's fees, arising from a third-party claim that the product violates their intellectual property or other proprietary rights. This indemnity does not apply to the extent Buyer has altered the product. Buyer agrees to defend, indemnify, and hold Seller harmless from any liability, loss, damage, cost, and expense, including actual attorney's fees, arising from compliance with Buyer's drawings or specifications, including actual or alleged patent, trademark, or copyright infringement.

14. Termination

If either party breaches a material obligation under this agreement, the non-breaching party may give notice of the breach, and the breaching party shall have fifteen (15) business days to remedy it. If the breach is not remedied within that period, the non-breaching party may immediately terminate this agreement by notice. This right to terminate is in addition to any other right available at law or in equity. Notwithstanding the foregoing, either party may immediately terminate this agreement if the other party becomes insolvent, enters bankruptcy, has a receiver appointed over its business, or makes an assignment for the benefit of creditors.

15. Confidentiality

Each party agrees to hold in confidence and not disclose to any third party, or use for its own benefit, any confidential or proprietary information supplied by the other party under this agreement, except as approved by the disclosing party. Confidential information does not include information that (i) is or becomes part of the public domain, (ii) is disclosed by a third party not under a confidentiality obligation, (iii) was already in the receiving party's possession before disclosure, or (iv) is independently developed without use of the disclosing party's confidential information.

16. Assignment

Either party may freely assign this contract, without further obligation for performance on its part, to any successor to all or substantially all of its business, provided all rights and responsibilities are assumed by the assignee. In all other cases, neither party may assign this contract or its rights or obligations without the other party's prior written consent.

17. Force Majeure

Neither party shall be liable for failure to perform its obligations when such failure results from any cause beyond that party's reasonable control, including fire, flood, or other act of God; strike or labor difficulty; accidents at Seller's facilities; acts or requirements of government or civil authority; riot; war; embargo; or transportation delay or shortage. In the event of such delay, the delivery date shall be extended by a period equal to the delay. If a force majeure event continues for sixty (60) days, the unaffected party may terminate this agreement upon notice. In the event of termination, Buyer shall reimburse Seller for all reasonable costs incurred to the date of the force majeure event, and Buyer shall be entitled to take control of the product, or any completed part of it, for which it has compensated Seller.

18. Effect of Invalidity

The invalidity, in whole or in part, of any provision of these Terms shall not affect the validity of any other provision.

19. Waiver

No waiver by either party of a breach of contract shall be deemed a waiver of any other or subsequent breach. All rights and remedies available under these Terms are cumulative and in addition to any other rights and remedies provided by law.

20. Governing Law, Jurisdiction, and Venue

This agreement shall be governed by and construed in accordance with the laws of the State of Texas and shall be deemed entered into at Seller's place of business.

21. Siting/Installation

Siting of cooler(s) is the responsibility of the purchaser. The purchaser must ensure that cooler air intake areas are free from obstructions to air flow and sources of hot air, including other air coolers. Spacing of air coolers should be adequate to avoid hot air recirculation, and effects of grouping coolers together should be compensated for by raising units.

22. Changes/Revisions

Purchaser may change the specifications of its order only upon written notice and mutual agreement of the parties. Any additional charges resulting from such a change will be for Purchaser's account.

23. Complete Agreement

This agreement, together with the terms specified on the front of the applicable confirmation issued by Seller, represents the entire agreement of the parties for the sale of products by Seller to Buyer.