All INTEGRATED (Integrated Equipment, Integrated Elastomers, Integrated Tubular Solutions and “INTEGRATED”) products and services are sold, leased or otherwise furnished in accordance with these General Terms and Conditions. These Terms and Conditions supersede all prior terms and conditions and shall be the sole terms and conditions which apply to any sale, lease or other furnishing of products or services. Acceptance by Buyer, lessee or user (hereinafter collectively referred to as “Buyer”) of the products and/or services provided by Seller pursuant to any order or request from Buyer shall be deemed a full acceptance by Buyer of all of the Terms and Conditions set forth herein. Different or additional terms proposed by Buyer are deemed material alterations and are objected to and rejected unless agreed to by INTEGRATED in writing. INTEGRATED is referred to as “Seller” in these General Terms and Conditions.

1. (a) Subject to the limitations hereafter set forth, Seller warrants the products and services sold by it to be free from defects in workmanship or material for one year from (I) shipment from Seller’s date of shipment in the case of products or (II) the completion of performance of services in the case of services. Seller’s obligation under this warranty for any products or services found by Seller to be defective in workmanship or material is limited to, at Seller’s option, repairing or replacing such products, or performing such services, or refunding the amount which Seller received from Buyer for such products or services. In no event shall Seller be liable for special, indirect, incidental or consequential damages including environmental damage or remediation claims, WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR FAULT OF SELLER. It is expressly agreed that THIS WARRANTY SHALL BE IN LIEU OF ANY OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WHICH ARE HEREBY EXPRESSLY DISCLAIMED. To the full extent allowed by law, Seller disclaims any warranty to any persons other than Buyer.

(b) In addition, this warranty shall not apply if the product or service has been subject to misuse, negligence or accident, modification, heating, machining, bending, welding, or alteration of any kind, or has not been operated or installed in accordance with Seller’s instructions or has been operated under conditions more severe than, or otherwise exceeding, those set forth in the specifications for the product or service. This warranty does not extend to Seller products used with components which are not manufactured or approved by Seller.

(c) Seller does not warrant that its products or services meet the requirements of any safety code of any state, municipality or other jurisdiction or that they will perform as anticipated or desired by Buyer and Buyer assumes all risk and liability whatsoever resulting from the use thereof, whether used singly or in combination with other machines, apparatus, or equipment.

(d) Products furnished by Seller but not manufactured by Seller will carry only the warranty of the manufacturer of such products, if any. Seller does not warrant any products not manufactured by Seller.

(e) Products and services shall be subject to Seller’s stated manufacture variations. All tables published by Seller are based upon information believed reliable; however, Seller does not guarantee accuracy of same. All measurements and weights set forth in such tables are subject to reasonable tolerance variations.

(f) Any claim on account of defective materials or services, shall conclusively be deemed waived by Buyer, lessee or user unless (I) Seller is promptly given notice in writing of any such defect during the warranty period set forth in (a) above; (II) Buyer has kept such products or results of services in condition so that Seller can examine same. Unless otherwise agreed, Buyer shall at its expense return any product claimed to be defective to Seller’s plant of manufacture. If Seller confirms the product to be defective, Seller will reimburse Buyer for transportation costs and provide Buyer with a repaired or replacement product ex works Seller’s plant of manufacture at no cost to Buyer.

(g) In the event of a warranty claim, all parts to the capital equipment in question, shall be Integrated Equipment, Inc. brand, original equipment manufactured goods; including, but not limited to rubber seals, packers and elements. Any unauthorized modifications to original parts or replacement goods installed in or on the capital equipment in question shall void any stated or implied warranty and any and all repair work shall be charged at current facility rates including freight.

(h) The liability of Seller for any loss or damage in any way resulting to Buyer or any other person from any failure of a product or service to conform to order or specification, or on account of breach of warranty, or NEGLIGENCE or failure to conform to any standard of care in anything done or omitted by Seller or any employee or agent, or on account of patent infringement, shall not in any event exceed the amount which Seller received from Buyer for the product or service found to be defective. Where other manufacturers’ or suppliers’ products used in Seller products prove defective, Seller’s liability shall exist only to the extent that Seller is able to recover from such manufacturers or suppliers for said defects. The foregoing applies whether or not such damage was caused by the negligence or fault of Seller.

(i) Seller’s liability for damage to or loss of property of Buyer or others during performance of work thereon by Seller or while in Seller’s possession shall not exceed the price received by Seller for Its work on the article lost or damaged whether or not such damage was caused by the negligence or fault of Seller.

2. Seller retains the right to make substitutions and modifications to its product or services, provided that said changes do not affect the performance of those items.

3. Seller retains the ownership of all proprietary rights in and to all designs, engineering details and data concerning the services or products sold by it.

4. Any taxes or charges which Seller may be required to pay or collect under any existing or future law upon or applicable to the sale, purchase, lease, furnishing, manufacture, processing, transportation, delivery, storage, use or consumption of the product or services shall be for the account of Buyer and Buyer shall reimburse Seller upon receipt of Seller’s invoice.

5. Failure of Seller to enforce any of these conditions or to exercise any right arising from the default of Buyer shall not affect or impair Seller’s rights in case such default continues or in the event of any subsequent fault of Buyer nor shall failure constitute a waiver of any of these conditions.

6. (a) Seller shall make delivery of all products EX WORKS (Unpacked) at Seller’s designated facility. Seller will use its best efforts in good faith to deliver the goods on or before the agreed delivery date, as adjusted in accordance with the terms hereof. Products stored at the request of the Buyer shall be so stored at the risk of Buyer. Buyer shall pay Seller reasonable storage charges, and shall reimburse Seller for any additional sales and/or use tax liability caused by such storage.

(b) Seller is not liable for delays in delivery or failure to make delivery caused by the elements, acts of God, lack of or inability to obtain materials, fuel or supplies, acts of Buyer, acts of civil or military authorities, breakdown of equipment, differences with workmen, fire, flood, or other casualty, labor shortages, governmental regulations or requirements, orders bearing priority rating established pursuant to law, shortages or failure of raw  materials, supplies, fuel, power or transportation, or other causes beyond the reasonable control of Seller, whether similar or dissimilar to those enumerated, and whether or not foreseeable, and any delivery date will be extended accordingly.

(c) Seller shall maintain a purchase money security interest in the products for any portion of the purchase price not paid at the time of delivery and shall retain this interest until Buyer has paid the full purchase price. Buyer agrees to execute any documents required by Seller to perfect its security interest.

7. Subject to the limitations set forth in Paragraph 1 above and in this Paragraph 7, Seller shall indemnify and hold harmless Buyer from and against all claims, suits, actions, and costs for patent infringement (excluding any consequential damages, liabilities, costs, and loss of revenue or profit resulting from loss of use of the product, but including costs of replacing the infringing product or otherwise curing the infringement), provided that:

(a)   Buyer shall give Seller prompt written notice of any suit for or claim of infringement

(b) Seller’s liability under this indemnity shall not exceed the amount received by Seller from Buyer for such product. This indemnity shall not apply to any product not manufactured by Seller or to any product made, in whole or in part, to Buyer’s specifications, and also shall not apply to the use of a product in combination with other materials in such a manner that the combination (and not the product manufactured by Seller) is the basis for the claim of infringement. Seller shall be entitled, at its option, to settle or compromise any claim or suit for infringement and to intervene in and/or to control the defense of any infringement suit. The Indemnity in this Paragraph 7 is in lieu of any other warranty or indemnity, express or implied, with respect to infringement.

8. The partial invalidity of any of these Terms and Conditions arising by operation of law shall not affect the validity and applicability of the remainder thereof. Seller may assign its rights under this order to any entity that is controlled by Seller, controls Seller, or is under common control with Seller.

9. No statement or recommendation made or assistance given by Seller or its representatives to Buyer or its representatives shall constitute a warranty by Seller or a waiver or modification of any of the provisions hereof or create any liability for Seller. There are no understandings or agreements between Buyer and Seller relative hereto which are not fully expressed herein. These General Terms and Conditions contain the entire agreement of the parties regarding the subject matter hereof.

10. With respect to any tubular goods acquired from Seller by Buyer, Buyer agrees to handle such goods in accordance with API Publication RP 5C1, Care and Use of Casing and Tubing, including without limitation section 6.3 thereof, Storage, and with good industry practice, and to defend, indemnify and hold harmless Seller from any loss, cost or damage resulting from Buyer’s failure to perform its obligations under this section ten (10).

11. RETURN GOODS POLICY:

Authorization:

All Integrated returns must be processed through the Integrated Returns Department. All returns must be accompanied by a return authorization number. Any returns made IEI/WSI without approval will not be accepted and will be returned to the sender at their expense.

Policy (For Sales through Stock Inventory):

Seventy-Five percent (75%) of the original invoice value (excluding shipping) will be credited on all Integrated products that are returned, in unused, as new condition within 2 months of the invoice date. Merchandise sold to Distributors is considered a final sale and no returns will be accepted or credit issued. Commissions or other fees to agents and or distributors will not be paid on returned goods. This policy does not affect or alter our warranty policy.

Policy (For Production Orders)

Integrated holds the right to reject cancellations for production orders. 

12. Unless otherwise agreed, Seller’s payment terms are net thirty (30) days from invoice date.

13. Buyer agrees to transmit a copy of the Terms and Conditions set forth herein to any and all persons to whom Buyer sells, leases or otherwise furnishes the products and/or services provided Buyer by Seller and to obtain such person’s agreement thereto, and Buyer agrees to defend and indemnify Seller for any liability, loss, costs and attorneys’ fees which Seller may incur by reason, in whole or part, of failure by Buyer to transmit the Terms and Conditions as provided herein, whether or not such damage was caused in whole or in part by the negligence or fault of Seller.

14. These General Terms and Conditions and any Special Conditions which may apply shall be construed under and governed by the laws of the State of Texas, U.S.A., excluding any conflict of laws principles which would call for the application of the law of another jurisdiction .To the extent the laws of any other jurisdiction are held to apply, Buyer hereby waives to the full extent permitted under such laws all rights given Buyer under such laws which are not also afforded by the laws of the State of Texas.

15. Buyer agrees to and shall defend, indemnify and hold harmless Seller Group from and against any and all claims, losses, damages, causes of action, suits, judgments, contractual indemnity obligations and liability of every kind, including all expenses of litigation, court costs, and reasonable attorney’s fees, for or by reason of any injury to or death of any person or persons employed by Buyer or its suppliers and/or subcontractors, or for damage to any property owned or rented by Buyer (other than the Goods being purchased under this Purchase Order prior to delivery to Buyer) or any of its suppliers and/or subcontractors regardless of the cause of such injury, death or damage. Seller accepts the same responsibility towards Buyer Group for injury or death to employees of Seller and its other contractors and damage to property of Seller or its other contractors regardless of the cause of such injury, death or damage. In the event of claims for injury or death to any person or persons or damage to property owned by any person or persons not covered in the preceding two sentences, each party shall defend, indemnify, and hold the other party harmless in the proportion that the indemnifying party’s negligence, fault or omission caused or contributed to the alleged injury, death or damage If for any reason this indemnity provision violates public policy, it shall be enforceable to the extent that these indemnity and hold harmless obligations are limited to the Seller’s insurance or self-insurance coverage, which Seller shall obtain to cover its obligation herein and which does not exceed the amount of insurance overage allowed by law. Without limitation, “any person or persons” shall include purchasers or users of the items ordered herein. “Buyer Group” and “Seller Group” mean Buyer or Seller, respectively, and its parent company, all subsidiaries and affiliates, and its and their officers, directors, employees, agents, insurers, licensors, shareholders and invitees.

16. Buyer acknowledges that these General Terms and Conditions include provisions for the indemnification and/or exoneration of Seller against the consequences of its own negligence or fault, and agrees that these General Terms and Conditions comply with the express negligence rule, are conspicuous and afford fair notice.

17. Force Majeure.  Seller shall not be in default or liable to the Buyer for any costs on account of any failure to perform or for any delay in making deliveries hereunder if the same are attributable to a Force Majeure condition. In all cases involving a Force Majeure condition this Order shall continue in effect and shall be unaffected thereby (except for delivery dates).  As used herein, the term “Force Majeure” shall mean all acts and events beyond the reasonable control of Seller or any of its suppliers or contractors including, but not limited to acts of God, acts of the public enemy, insurrections, riots, civil disturbances, strikes, boycotts and other direct consequences of a labor dispute or an industrial disturbance, fires, explosions, floods, severe weather conditions, breakdowns of or damage to machinery, tools, equipment or production facilities, freight embargoes, power or utility failures, laws, rules, regulations, ordinances, restraining orders and preliminary injunctions, shortages of or the inability to contract for or obtain equipment, materials, supplies or transportation facilities, and any orders, acts or other similar causes beyond the reasonable control of Seller.