Terms and Conditions of Purchase
GENERAL TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND SERVICES
(a) These terms and conditions of purchase (these “Terms”) are the only terms which govern the purchase
of the goods (”Goods”) and services (”Services”) by Innovex Downhole Solutions, Inc. (”Buyer”) from
the seller named on the reverse side of these Terms (”Seller”). Notwithstanding anything herein to the
contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and
Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are
inconsistent with these Terms.
(b) The accompanying purchase order printed on the reverse side of these Terms (the “Purchase Order”)
and these Terms (collectively, this “Agreement”) 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 Seller’s terms
and conditions of sale regardless whether or when Seller has submitted its sales confirmation or such
terms. This Agreement expressly limits Seller’s acceptance to the terms of this Agreement. Fulfillment of
this Purchase Order constitutes acceptance of these Terms.
(c) Seller must acknowledge in writing the receipt and acceptance of Buyer’s Purchase Order within two (2)
business days, which acknowledgment may take the form of an electronic confirmation, countersigned
Purchase Order, or other written method of acceptance. However, notwithstanding the requirement for
timely acknowledgment, Seller hereby agrees that these Terms govern any Purchase Order or other
method of Buyer’s engagement of Seller, inclusive of any delivery or completion of Goods and/or Services
under Purchase Order advanced but not so acknowledged pursuant to this Section 1(c).
2. Delivery of Goods and Performance of Services.
(a) Seller shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order or as
otherwise agreed in writing by the parties (the “Delivery Date”). If no delivery date is specified, Seller
shall deliver the Goods within five days of Seller’s receipt of the Purchase Order. If Seller fails to deliver
the Goods in full on the Delivery Date, Buyer may terminate this Agreement immediately by providing
written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and
reasonable costs and expenses directly attributable to Seller’s failure to deliver the Goods on the Delivery
Date. Buyer has the right to return any Goods delivered prior to the Delivery Date at Seller’s expense and
Seller shall redeliver such Goods on the Delivery Date.
(b) Seller shall deliver all Goods to the address specified in the Purchase Order (the “Delivery Point”) during
Buyer’s normal business hours or as otherwise instructed by Buyer. Seller shall pack all goods for
shipment according to Buyer’s instructions or, if there are no instructions, in a manner sufficient to ensure
that the Goods are delivered in undamaged condition. Seller must provide Buyer prior written notice if it
requires Buyer to return any packaging material. Any return of such packaging material shall be made at
Seller’s risk of loss and expense.
(c) Seller shall provide the Services to Buyer as described and in accordance with the schedule set forth on
the reverse side of these Terms and in accordance with the terms and conditions set forth in these Terms.
(d) Seller acknowledges that time is of the essence with respect to Seller’s obligations hereunder and the
timely delivery of the Goods and Services, including all performance dates, timetables, project milestones
and other requirements in this Agreement.
3. Quantity. If Seller delivers less than 100% of the quantity of Goods ordered, Buyer may reject all or any excess
Goods. Any such rejected Goods shall be returned to Seller at Seller’s sole risk and expense. If Buyer does not
reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the
Goods shall be adjusted on a pro-rata basis.
4. Shipping Terms. Delivery shall be made FOB Delivery Point or otherwise in accordance with the terms on the
face of this Agreement. The Purchase Order number must appear on all shipping documents, shipping labels, bills
of lading, air waybills, invoices, correspondence and any other documents pertaining to the Purchase Order.
5. Title and Risk of Loss. Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery Point.
6. Inspection and Rejection of Nonconforming Goods. Buyer has the right to inspect the Goods on or after the
Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion
of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods,
Buyer has the right, effective upon written notice to Seller, to: (a) rescind this Agreement in its entirety; (b) accept
the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods.
If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly (but no more than five days
subsequent to Buyer’s demand) replace the nonconforming or defective Goods and pay for all related expenses,
including, but not limited to, transportation charges for the return of the defective goods and the delivery of
replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from
a third party and charge Seller the cost thereof and terminate this Agreement for cause pursuant to Section 17.
Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller’s obligations
under the Agreement, and Buyer shall have the right to conduct further inspections after Seller has carried out its
7. Price. The price of the Goods and Services is the price stated in the Purchase Order (the “Price”). If no price is
included in the Purchase Order, the Price shall be the price set out in Seller’s published price list in force as of the
date of the Purchase Order. Unless otherwise specified in the Purchase Order or, if none exists, the published
price list, the Price includes all packaging, transportation costs to the Delivery Point, insurance, customs duties
and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price
is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written
consent of Buyer.
8. Payment Terms. Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only
in accordance with these Terms. Invoices shall not be considered proper, owed and due unless all relevant
supporting documentation (as applicable) is provided therewith. Buyer shall pay all properly invoiced amounts
due to Seller within sixty (60) days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer
in good faith. All payments hereunder must be in US dollars and made by electronic transfer of funds. Without
prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing
to it by Seller against any amount payable by Buyer to Seller. In the event of a payment dispute, the parties shall
seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations
under this Agreement notwithstanding any such dispute.
9. Seller’s Obligations Regarding Services. Seller shall:
(a) before the date on which the Services are to start, obtain, and at all times during the term of this
Agreement, maintain, all necessary licenses and consents and comply with all relevant laws applicable
to the provision of the Services;
(b) comply with all rules, regulations and policies of Buyer, including security procedures concerning systems
and data and remote access thereto, building security procedures, including the restriction of access by
Buyer to certain areas of its premises or systems for security reasons, and general health and safety
practices and procedures;
(c) maintain complete and accurate records relating to the provision of the Services under this Agreement,
including records of the time spent and materials used by Seller in providing the Services in such form as
Buyer shall approve. During the term of this Agreement and for a period of five (5) years thereafter, upon
Buyer’s written request, Seller shall allow Buyer to inspect and make copies of such records and interview
Seller personnel in connection with the provision of the Services;
(d) obtain Buyer’s written consent, which may be withheld in Buyer’s sole discretion, prior to entering into
agreements with or otherwise engaging any person or entity, including all subcontractors and affiliates of
Seller, other than Seller’s employees, to provide any Services to Buyer (each such approved
subcontractor or other third party, a “Permitted Subcontractor”). Buyer’s approval shall not relieve Seller
of its obligations under the Agreement, and Seller shall remain fully responsible for the performance of
each such Permitted Subcontractor and its employees and for their compliance with all of the terms and
conditions of this Agreement as if they were Seller’s own employees. Nothing contained in this Agreement
shall create any contractual relationship between Buyer and any Seller subcontractor or supplier;
(e) require each Permitted Subcontractor to be bound in writing by the confidentiality provisions of this
Agreement, and, upon Buyer’s written request, to enter into a non-disclosure or intellectual property
assignment or license agreement in a form that is reasonably satisfactory to Buyer;
(f) ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of
the Seller, are properly licensed, certified or accredited as required by applicable law and are suitably
skilled, experienced and qualified to perform the Services;
(g) ensure that all of its equipment used in the provision of the Services is in good working order and suitable
for the purposes for which it is used, and conforms to all relevant legal standards and standards specified
by the Buyer; and
(h) keep and maintain any Buyer equipment in its possession in good working order and shall not dispose of
or use such equipment other than in accordance with the Buyer’s written instructions or authorization.
10. Change Orders. Buyer may at any time, by written instructions and/or drawings issued to Seller (each a
“Change Order”), order changes to the Services. Seller shall within 5 days of receipt of a Change Order submit to
Buyer a firm cost proposal for the Change Order. If Buyer accepts such cost proposal, Seller shall proceed with
the changed services subject to the cost proposal and the terms and conditions of this Agreement. Seller
acknowledges that a Change Order may or may not entitle Seller to an adjustment in the Seller’s compensation or
the performance deadlines under this Agreement.
(a) Seller warrants to Buyer that for a period of 24 months from the Delivery Date, all Goods will:
(i) be free from any defects in workmanship, material and design;
(ii) conform to applicable specifications, drawings, designs, samples and other requirements specified by
Buyer in connection with this Purchase Order;
(iii) be fit for their intended purpose and operate as intended;
(iv) be merchantable;
(v) be free and clear of all liens, security interests or other encumbrances; and
(vi) not infringe or misappropriate any third party’s patent or other intellectual property rights.
These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by Buyer;
(b) Seller warrants to Buyer that it shall perform the Services using personnel of required skill, experience
and qualifications and in a professional and workmanlike manner in accordance with generally recognized
industry standards for similar services and shall devote adequate resources to meet its obligations under
this Agreement; and
(c) the warranties set forth in this Section 11 are cumulative and in addition to any other warranty provided
by law or equity. Any applicable statute of limitations runs from the date of Buyer’s discovery of the
noncompliance of the Goods or Services with the foregoing warranties. If Buyer gives Seller notice of
noncompliance pursuant to this Section, Seller shall, at its own cost and expense, promptly but in any
event within 5 days
(i) replace or repair the defective or nonconforming Goods and pay for all related expenses, including,
but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller
and the delivery of repaired or replacement Goods to Buyer, and, if applicable,
(ii) repair or re-perform the applicable Services.
12. General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and Buyer’s parent company,
it or their subsidiaries, affiliates, successors or assigns and its and their respective directors, officers, shareholders
and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim,
deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and
professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of
pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with the Goods
and Services purchased from Seller or Seller’s negligence, willful misconduct or breach of the Terms. Seller shall
not enter into any settlement involving Buyer without Buyer’s prior written consent.
13. Intellectual Property Indemnification. Seller shall, at its expense, defend, indemnify and hold harmless Buyer
and any Indemnitee against any and all Losses arising out of or in connection with any claim that Buyer’s or
Indemnitee’s use or possession of the Goods or use of the Services infringes or misappropriates the patent,
copyright, trade secret or other intellectual property right of any third party. In no event shall Seller enter into any
settlement involving Buyer without Buyer’s or Indemnitee’s prior written consent.
14. Limitation of Liability. Nothing in this Agreement shall exclude or limit (a) Seller’s liability under the Purchase
Order, or (b) Seller’s liability for fraud, personal injury or death caused by its negligence or willful misconduct.
15. Insurance. During the term of this Agreement and in the case of claims made policies, for a period of three
years thereafter, Seller shall, at its own expense, maintain and carry insurance in full force and effect which
includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $5
million (add other insurance Innovex typically asks for) with financially sound and reputable insurers. Upon Buyer’s
request, Seller shall provide Buyer with a certificate of insurance from Seller’s insurer evidencing the insurance
coverage specified in these Terms. The policies required in this Purchase Order shall name Buyer as an additional
insured. Seller shall provide Buyer with 30 days’ advance written notice in the event of a cancellation or material
change in Seller’s insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all
rights of subrogation against Seller’s insurers and Seller.
16. Compliance with Law. Seller shall comply with all applicable laws, regulations and ordinances. Seller shall
maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its
obligations under this Agreement. Seller 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 Seller. Seller assumes all responsibility
for shipments of Goods requiring any government import clearance. Buyer may terminate this Agreement if any
governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.
(a) Buyer may terminate this Agreement for convenience, at any time and for any reason, with immediate
effect upon written notice to the Seller, either before or after the acceptance of the Goods or the seller’s
delivery of the Services. If Buyer terminates the Agreement for any reason, Seller’s sole and exclusive
remedy is payment for the Goods received and accepted and Services accepted by Buyer prior to the
(b) Buyer may terminate this Agreement for cause (as a “breach”) if Seller (i) has not performed or complied
with any of these Terms, in whole or in part, and/or (ii) 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. Upon a termination for cause pursuant to this
Section 17(b), and in addition to any remedies that may be provided under these Terms, Seller agrees to
indemnify and compensate Buyer for all direct, indirect and consequential damages suffered by reason
of such breach, inclusive of attorneys’ fees paid and relating thereto.
18. Waiver. No waiver by Buyer of any of the provisions of this Agreement is effective unless explicitly set forth in
writing and signed by Buyer. 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.
19. Confidential Information. All non-public, confidential or proprietary information of Buyer, including but not
limited to the Purchase Order, these Terms, and any specifications, samples, patterns, designs, plans, drawings,
documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Buyer to Seller,
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 purpose of performing this Agreement and may not be disclosed or copied unless authorized in advance
by Buyer in writing. Upon Buyer’s request, Seller shall promptly return all documents and other materials received
from Buyer. Buyer 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 Seller at the time of disclosure; or (c) rightfully obtained
by Buyer on a non-confidential basis from a third party.
20. Force Majeure. Neither party shall be liable to the other for any delay or failure in performing its obligations
under this Agreement to the extent that such delay or failure is caused by an event or circumstance that is beyond
the reasonable control of that party, without such party’s fault or negligence, and which by its nature could not have
been foreseen by such party or, if it could have been foreseen, was unavoidable (”Force Majeure Event”). Force
Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, floods,
fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strikes unrelated to Seller’s
employees, embargoes or industrial disturbances. Seller’s economic hardship or changes in market conditions are
not considered Force Majeure Events. Seller shall use all diligent efforts to end the failure or delay of its
performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under
21. Assignment. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under this
Agreement without the prior written consent of Buyer. Any purported assignment or delegation in violation of this
Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations
hereunder. Buyer may at any time assign or transfer any or all of its rights or obligations under this Agreement
without Seller’s prior written consent to any affiliate or to any person acquiring all or substantially all of Buyer’s
22. 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.
23. 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 this Agreement.
24. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in
accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision
or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than those of the State of Texas.
25. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall
be instituted in the federal courts of the United States of America or the courts of the State of Texas in each case
located in the City of Houston and County of Harris, and each party irrevocably submits to the exclusive jurisdiction
of such courts in any such suit, action or proceeding.
26. Notices. All notices, requests, 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 on the Purchase Order
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.
27. Headings. The headings of sections and paragraphs herein are included solely for convenience of reference
and shall not control the meaning or interpretation of any of the provisions of this Agreement.
28. 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.
29. 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.
30. Amendment and Modification. These Terms may only be amended or modified in a writing stating specifically
that it amends these Terms and is signed by an authorized representative of each party.