Terms and Conditions For The Sale Of Goods

1.
Applicability.
(a)
These Terms and Conditions for the Sale of Goods (these “Terms”) are the only
terms which govern the sale of the goods (“Goods”) by Valveworks USA, Inc. d/b/a Valveworks USA
(“Seller”) to the buyer named in Seller’s confirmation of Sale (“Buyer”). Notwithstanding anything herein
to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods
covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent
with these Terms.
(b)
Seller’s confirmation of sale (the “Sales Confirmation”) and these Terms
(collectively, this “Agreement”), together with any written financing, security, credit support and/or
guarantee agreements entered into by the parties in connection with the purchase of goods by Buyer
from Seller, comprise the entire agreement between the parties, and supersede all prior or
contemporaneous understandings, agreements, negotiations, representations and warranties, and
communications, both written and oral. These Terms prevail over any of Buyer’s general terms and
conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms.
Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and
does not serve to modify or amend these Terms.
2. Delivery.
(a)
The Goods will be delivered within a reasonable time after Seller’s delivery of the
Sales Confirmation to Buyer. In no event shall Seller shall be liable for any damages, including but not
limited to financial compensation, refunds, discounts, or expedited freight charges, resulting from delays
in the delivery of the Goods or loss or damage to the Goods in transit.
(b)
Unless otherwise set forth in the Sales Confirmation, Seller shall deliver the Goods
to Seller’s location at 1650 Swan Lake Road, Bossier City, Louisiana 71111 (the “Delivery Point”) using
Seller’s standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods
within three (3) days of Seller’s written notice that the Goods have been delivered to the Delivery Point.
Unless otherwise set forth in the Sales Confirmation, Buyer shall be responsible for all loading costs and
provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point. For the
avoidance of doubt, the Buyer shall be responsible for all expenses related to the shipping of the Goods
from the Delivery Point to the final destination of the Goods (see Section 5) and assume risk of loss of the
Goods upon their delivery to the Delivery Point (see Section 6).

(c)
Seller may, in its sole discretion, without liability or penalty, make partial
shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the
units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.
(d)
If for any reason Buyer fails to accept delivery of any of the Goods on the date
fixed pursuant to Seller’s notice that the Goods have been delivered at the Delivery Point, or if Seller is
unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided
appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to
Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the
Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses
(including, without limitation, storage and insurance).
3.
Non-Delivery.
(a)
The quantity of any installment of Goods as recorded by Seller on dispatch from
Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer
can provide conclusive evidence proving the contrary.
(b)
Seller shall not be liable for any non-delivery of Goods (even if caused by Seller’s
negligence) unless Buyer gives written notice to Seller of the non-delivery within five (5) days of the date
when the Goods would in the ordinary course of events have been received.
(c)
Any liability of Seller for non-delivery of the Goods shall be limited to replacing
the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual
quantity delivered.
4. Quantity. Seller shall deliver to Buyer the quantity of Goods set forth in the Sales
Confirmation.
5.
Shipping Terms. Unless otherwise set forth in the Sales Confirmation, delivery shall be
made in accordance with Incoterms® 2010 EXW and at the Delivery Point.
6.
Title and Risk of Loss. Title to the Goods shall pass from Seller to Buyer upon payment in
full of the Price for the Goods. Risk of loss of the Goods and cost allocation passes from Seller to Buyer
upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase
price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right,
title and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or
hereafter arising or acquired from time to time, and in all accessions thereto and replacements or
modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. Buyer
acknowledges that Seller may file a financing statement for such security interest and Buyer shall execute
such statements or other documentation necessary to perfect Seller’s security interest in such Goods.

7.
Inspection and Rejection of Nonconforming Goods.
(a)
Buyer shall inspect the Goods within five (5) days of Buyer’s receipt of such Goods
(“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing
of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other
documentation as reasonably required by Seller. “Nonconforming Goods” means only the following: (i)
product shipped is different than identified in the Sales Confirmation; or (ii) product’s label or packaging
incorrectly identifies its contents.
(b)
If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole
discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price
for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred
by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming
Goods to Seller’s facility located at 1650 Swan Lake Road, Bossier City, Louisiana 71111. If Seller exercises
its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of
Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the
Delivery Point.
(c)
Buyer acknowledges and agrees that the remedies set forth in Section 7(b) are
Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section
7(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods
purchased under this Agreement to Seller.
8. Price.
(a)
Buyer shall purchase the Goods from Seller at the price(s) (the “Price”) set forth
in Seller’s published price list in force as of the date of the Sales Confirmation. If the price(s) in the Sales
Confirmation are greater than the price(s) set forth in published price list in force as of the date of the
Sales Confirmation, the price(s) set forth in the Sales Confirmation shall control and Buyer shall be billed
by Seller on the basis of such increased price(s).
(b)
All Prices are exclusive of all sales, use and excise taxes, and any other similar
taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by
Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be
responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts,
personnel or real or personal property or other assets
9.
Payment Terms.
(a)
Buyer shall pay all invoiced amounts due to Seller within thirty (30) days from the
date of Seller’s invoice. Buyer shall make all payments hereunder by wire transfer and in US dollars.

(b)
Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per
month or the highest rate permissible under applicable law, calculated daily and compounded monthly.
Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without
limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which
Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the
delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues
for fifteen (15) days following written notice thereof.
(c)
Buyer shall not withhold payment of any amounts due and payable by reason of
any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or
otherwise.
10.
Limited Warranty.
(a)
Seller warrants to Buyer that for a period of one (1) year from the date of
shipment of the Goods (“Warranty Period”), that such Goods will be free from material defects in material
and workmanship when operated under Normal Use (as defined herein) and Normal Service (as defined
herein). This warranty set forth in this Section 10(a) is valid only for Buyer as the original purchaser of the
Goods and is non-transferable. “Normal Use” shall mean the intended use of the Good for which it was
designed by Seller. “Normal Service” shall mean the necessary servicing as suggested or required by
Seller, industry standards or applicable laws or regulations.
(b)
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 10(a), SELLER
MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY
OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF
TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD
PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE,
USAGE OF TRADE OR OTHERWISE. ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR
STATUTORY, ARE HEREBY WAIVED BY BUYER.
(c)
Products manufactured by a third party (“Third Party Product”) may constitute,
contain, be contained in, incorporated into, attached to or packaged together with, the Goods. Third Party
Products are not covered by the warranty in Section 10(a). For the avoidance of doubt, SELLER MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY
(a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c)
WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF
PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
(d)
Seller shall not be liable for a breach of the warranty set forth in Section 10(a)
unless: (i) Buyer gives written notice of the defect, reasonably described, to Seller within thirty (30) days
of the time when Buyer discovers or ought to have discovered the defect and such notice is given within the Warranty Period; (ii) Seller is given a reasonable opportunity after receiving the notice to examine
such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller’s place of business at
Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer’s claim that
the Goods are defective. Seller shall have the right to refuse any delivery of an allegedly defective Good
to Seller if the procedures set forth in this Section 10(d) have not been complied with, and such shipment
will be returned to the sender at the sender’s expense. 

(e)
Seller shall not be liable for a breach of the warranty set forth in Section 10(a) if:
(i) such Good has been tested to, or subject to, any pressure greater than the maximum internal pressure
that such Good is designed to contain and/or control (the “Stated Product Working Pressure”) at any time,
other than by Seller during Seller’s testing processes per applicable law and regulations and industry
standards; (ii) such Good is repaired, altered or modified by any contractor, laborer, person or entity that
has not been previously authorized in writing by Seller to conduct such repair, alteration or modification;
(iii) such Good, in Seller’s reasonable judgment, has been subject to negligence, accident, improper
storage or improper handling by any person(s) other than Seller; (iv) such Good, in Seller’s reasonable
judgment, has not been used, operated or maintained in accordance with standard practices and in
conformity with all manufacturer’s recommendations, industry standards and use, operation and
maintenance specifications of Seller; (v) Buyer makes any further use of such Goods after the giving of
notice to Seller pursuant to Section 10(d); (vi) unless otherwise expressly set forth in the Sales
Confirmation, the Good is a custom order Good where modifications are made to Seller’s standard
products by Seller in accordance with the requests or specifications of Buyer to meet Buyer’s design
criteria and do not confirm to Seller’s standard design criteria; or (v) in the case of any Good that is a gate
valve that is used in extreme service conditions such as “frac” applications, failure to comply with best
industry practices related to lubrication of the gate valve body cavity and bonnet assemblies between
each frac stage (or zone).
(f)
Subject to Section 10(d) and Section 10(e) above, with respect to any such
defective Goods during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace
such Goods (or the defective part), provided, that Buyer shall, upon Seller’s request and at Buyer’s
expense, return such Goods to Seller or (ii) credit or refund the Price of such Goods at the pro rata contract
rate provided that, if Seller so requests, Buyer shall, at Buyer’s expense, return such Goods to Seller. Any
labor costs for installing a Good that has been repaired or replaced shall be borne by Buyer. Any Goods
(or parts thereof) repaired or replaced in accordance with this Section 10(f) shall be, subject to Section
10(d) and Section 10(e), covered by the limited warranty set forth in Section 10(a) for the remainder of
the Warranty Period.
(g)
THE REMEDIES SET FORTH IN SECTION 10(f) SHALL BE THE BUYER’S SOLE AND
EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET
FORTH IN SECTION 10(a). BUYER HEREBY WAIVES ANY OTHER REMEDIES THAT BUYER MAY HAVE,
WHETHER BY CONTRACT OR LAW, FOR ANY BREACH OF THE LIMIED WARRANTY SET FORHT IN SECTION
10(a).

11.
Limitation of Liability.
(a)
IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY
LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY
CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER
ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS
OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR
OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b)
IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT,
TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER
FOR THE GOODS SOLD HEREUNDER.
(c)
The limitations of liability set forth in Section 11(a) and/or Section 11(b) above
shall not apply to (i) liability resulting from Seller’s gross negligence or intentional misconduct and (ii)
death or bodily injury of Buyer resulting from Seller’s acts or omissions.
12.
Compliance with Export and Import Laws. Buyer shall comply with all export and import
laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by
Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import
clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or
countervailing duties or any other penalties on the Goods. Buyer shall notify Seller of the final destination
of the Goods. For the avoidance of doubt, “final destination” means the jurisdiction or country where the
Goods, or any portion thereof, will come to rest.
13.
Intellectual Property Rights. Buyer acknowledges and agrees that (i) except to the
extent provided in a separate written agreement between Buyer and Seller, Seller (or its licensors) will
retain all intellectual property rights, including copyrights, patents, patent disclosures and inventions
(whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential
information, trade dress, trade names, logos, corporate names and domain names, together with all of the
goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property
Rights”) used to create, embodied in, used in and otherwise relating to the Goods and any of their
component parts; (ii) any and all Seller’s Intellectual Property Rights are the sole and exclusive property of
Seller or its licensors; (iii) Buyer shall not acquire any ownership interest in any of Seller’s Intellectual
Property Rights under this Agreement; and (iv) Buyer shall use Seller’s Intellectual Property Rights only
in accordance with this Agreement and any instructions of Seller. Seller hereby grants Buyer a license to
use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non
transferable, non-sublicenseable, fully paid-up, royalty-free and perpetual basis to the extent necessary to
enable Buyer to make reasonable use of the Goods.

14.
Termination. In addition to any remedies that may be provided under these Terms, Seller
may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to
pay any amount when due under this Agreement and such failure continues for fifteen (15) days after
Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any
of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences
or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or
assignment for the benefit of creditors.
15. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless
explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right,
remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver
thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any
other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
16.
Confidential Information. All non-public, confidential or proprietary information of Seller,
including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data,
business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether
disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not
marked, designated or otherwise identified as “confidential” in connection with this Agreement is
confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless
authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all
documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any
violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b)
known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis
from a third party.
17.
Force Majeure. The Seller shall not be liable or responsible to Buyer, nor be deemed to
have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of
this Agreement when and to the extent such failure or delay is caused by or results from acts or
circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood,
fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or
not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection,
epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce),
or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable
materials, materials or telecommunication breakdown or power outage.
18.
Amendment and Modification. These Terms may only be amended or modified in a writing
which specifically states that it amends these Terms and is signed by an authorized representative of each
party.
19.
Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under
this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its
obligations under this Agreement. 

20.
Relationship of the Parties. The relationship between the parties is that of independent
contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership,
joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties,
and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
21.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto
and their respective successors and permitted assigns and nothing herein, express or implied, is intended
to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any
nature whatsoever under or by reason of these Terms.
22.
Governing Law. All matters arising out of or relating to this Agreement is governed by
and construed in accordance with the internal laws of the State of Louisiana without giving effect to any
choice or conflict of law provision or rule (whether of the State of Louisiana or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than those of the State of Louisiana.
23.
Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating
to this Agreement shall be instituted exclusively in the United States District Court for the Western District
of Louisiana – Shreveport Division or the courts of the State of Louisiana sitting in Caddo Parish and any
appellate court from any thereof, and each party irrevocably submits to the exclusive jurisdiction of such
courts in any such suit, action or proceeding.
24. Notices. All notices, request, consents, claims, demands, waivers and other
communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the
addresses set forth in the Sales Confirmation or to such other address that may be designated by the
receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized
overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or
registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in
this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving
the Notice has complied with the requirements of this Section.
25.
Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable
in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision
of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
26. Survival. Provisions of these Terms which by their nature should apply beyond their terms
will remain in force after any termination or expiration of this Agreement including, but not limited to,
the following provisions: Section 10 (Limited Warranty), Section 11 (Limitation of Liability), Section 16
(Confidential Information), Section 22 (Governing Law), Section 23 (Submission to Jurisdiction) and
Section 26 (Survival).