Sales of products (“Products”) by IMPACT FLUID SOLUTIONS, LLC, IMPACT FLUID SOLUTIONS INTERNATIONAL, LLC, or IMPACT FLUID SOLUTIONS (UK) LIMITED (hereafter collectively or individually referred to as “IMPACT” OR “IFS”) to its customers (each a “CUSTOMER”) are subject to the terms and conditions stated herein, the general terms and conditions of IMPACT on file with IMPACT and any additional terms proposed or agreed to in writing by an authorized representative of IFS (these terms and conditions and any such additional terms collectively referred to herein as the “Agreement”).  Any additions to or modifications of these terms and conditions, or any terms and conditions contained in CUSTOMER’S order inconsistent herewith, shall not bind IMPACT unless accepted in writing by an authorized representative of IFS.

1. PAYMENT TERMS.  Unless alternate payment terms are specified or approved in writing by IFS, all charges, including applicable packing and transportation costs, billed by IFS are payable within thirty (30) days of the date of invoice.  At IFS’s option, interest may be charged at the rate of twelve percent (12%) per annum unless such rate contravenes local law in which case the interest charged will be the maximum allowed by law.

2. THIRD-PARTY CHARGES, TAXES.  CUSTOMER shall pay all third-party charges, in compliance with IMPACT’s current price list, and any sales, use, rental or other taxes that may be applicable to transactions hereunder. CUSTOMER shall pay all applicable customs, excise, import and other duties unless otherwise agreed to in writing by an authorized representative of IFS.  CUSTOMER shall provide necessary import licenses and extensions thereof.  CUSTOMER shall be responsible for all city, state and federal sales, excise, use and similar taxes and will pay directly or reimburse IFS for the same in connection with this sale.  If applicable, CUSTOMER will provide to IFS any applicable resale or similar certificate and be responsible for any taxes to the extent such certificate is not accepted.

3. RISK OF LOSS AND TITLE.  For Products sold within the United States of America and with a delivery location within the United States of America, title and risk of loss shall pass to CUSTOMER as soon as the Products depart IMPACT’s point of origin.   For Product sales with a delivery point outside the United States of America, unless otherwise agreed to in writing between IFS and CUSTOMER, INCOTERM “CPT” shall apply with the following exception:  TITLE AND RISK OF LOSS REMAIN WITH IFS UNTIL THE PRODUCTS REACH THE PORT OF ENTRY.

4. LIABILITIES, RELEASES AND INDEMNIFICATION.  Notwithstanding anything contained in this Agreement to the contrary, CUSTOMER, to the maximum extent permitted under applicable law, shall release, indemnify, defend and hold IFS and its affiliates and agents (“IFS INDEMNITEES”) and IFS INDEMNITEES’ subcontractors harmless from and against any and all claims or liabilities asserted by or in favor of any person or party resulting from:  (i) loss of or damage to any well or hole (including but not limited to the costs of re-drill), (ii) blowout, fire, explosion, cratering or any uncontrolled well condition (including but not limited to the costs to control a wild well and the removal of debris), (iii) damage to any reservoir, geological formation or underground strata or the loss of oil, water or gas there from, (iv) pollution or contamination of any kind (other than surface spillage of fuels, lubricants, rig sewage or garbage, to the extent attributable to the primary gross negligence of IFS INDEMNITEES) including but not limited to the cost of control, removal and clean-up or (vii) damage to, or escape of any substance from, any pipeline, vessel or storage facility.

IFS shall not be liable to the other for any indirect, special, punitive, exemplary or consequential damages or losses (whether foreseeable or not at the date of this Agreement), including without limitation damages for lost production, lost revenue, lost product, lost profit, lost business or lost business opportunities. THE EXCLUSIONS OF LIABILITY, RELEASE AND INDEMNITIES SET FORTH IN THIS ARTICLE 4 SHALL APPLY TO ANY CLAIM(S), LOSSES OR DAMAGES WITHOUT REGARD TO THE CAUSE(S) THEREOF INCLUDING BUT NOT LIMITED TO PRE-EXISTING CONDITIONS, WHETHER SUCH CONDITIONS BE PATENT OR LATENT, THE UNSEAWORTHINESS OF ANY VESSEL OR VESSELS, IMPERFECTION OF MATERIAL, DEFECT OR FAILURE OF PRODUCTS OR EQUIPMENT, BREACH OF REPRSENTATION OR WARRANTY (EXPRESS OR IMPLIED), ULTRAHAZARDOUS ACTIVITY, STRICT LIABILITY, TORT, BREACH OF CONTRACT, BREACH OF DUTY (STATUTORY OR OTHERWISE), BREACH OF ANY SAFETY REQUIREMENT OR REGULATION, OR THE NEGLIGENCE OR OTHER LEGAL FAULT OR RESPONSIBILITY OF ANY PERSON (INCLUDING THE INDEMNIFIED OR RELEASED PARTY), WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE. REDRESS UNDER THE INDEMNITY PROVISIONS SET FORTH IN ARTICLE 5 BELOW SHALL BE THE EXCLUSIVE REMEDY (-IES) AVAILABLE TO THE PARTIES HERETO FOR THE MATTERS, CLAIMS, DAMAGES AND LOSSES COVERED BY SUCH PROVISIONS.

5. WARRANTY.  IFS warrants that Products shall, upon departure from IFS’s point of origin, conform to the published physical and chemical specifications established by IFS for each such Product.  If any Products fail to conform to such specifications, IFS, at its option, shall replace the non-conforming Products with the type originally furnished or issue credit to the CUSTOMER, provided IFS is notified thereof in writing within thirty (30) days after the specialty chemical products depart IFS’ point of origin.

IFS’ warranty obligations hereunder shall not apply if the non-conformity was caused by (i) CUSTOMER’S failure to properly store or maintain the Products, (ii) abnormal well conditions, abrasive materials, corrosion due to aggressive fluids or incorrect specifications provided by CUSTOMER, (iii) unauthorized alteration or repair of Products by CUSTOMER, (iv) the Products are lost or damaged while on CUSTOMER’S site due to CUSTOMER’S or any third party’s negligence, vandalism or force majeure, including, but not limited to, lightening), or (v) use or handling of the Products by CUSTOMER in a manner inconsistent with IMPACT’s recommendations or instructions for use.  Further, IFS’ warranty obligations under this Agreement shall terminate if (i) CUSTOMER fails to perform its obligations under this or any other Agreement between the parties, or (ii) CUSTOMER fails to pay any charges due IFS. All non-conforming Products shall be delivered to the service facility designated by IFS.  All transportation charges related to the repair or replacement of non-conforming Products shall be borne by CUSTOMER.

THIS ARTICLE 5 SETS FORTH CUSTOMERS’ SOLE REMEDY AND IMPACT’S ONLY OBLIGATION WITH REGARD TO NON-CONFORMING PRODUCTS.  EXCEPT AS IS OTHERWISE EXPRESSLY PROVIDED PURSUANT TO THE PROVISIONS OF THIS ARTICLE 5, IFS MAKES NO WARRANTY OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING NO IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDING ANY SERVICES PERFORMED OR EQUIPMENT OR PRODUCTS SUPPLIED BY IFS HEREUNDER.

6. PROPRIETARY RIGHTS.  CUSTOMER ACKNOWLEGES AND AGREES THAT THE PRODUCTS CONSTITUTE PROPRIETARY PRODUCTS OF IMPACT, AND CUSTOMER EXPRESSLY AGREES THAT NO ATTEMPT WILL BE MADE BY CHEMICAL OF PHYSICAL ANALYSIS OR OTHER MEANS TO DETERMINE THE COMPOSITION OF THE PROUCTS AND THAT NO SAMPLES SHALL BE TAKEN FOR SUCH ANALYSIS OR TRANSMITTED FOR SUCH PURPOSE.  ALL RIGHTS AS TO THE COMPOSITION OF THE PROPRIETARY PRODUCTS SHALL REMAIN WITH IMPACT AND DO NOT TRANSFER TO CUSTOMER OR ANY OTHER PARTY.  CUSTOMER AGREES TO GIVE NOTICE TO ANY OTHER PARTY TO WHOM CUSTOMER TRANSFERS TITLE OR CUSTODY BY RESALE OR OTHERWISE OF IMPACT’s PROPRIETARY RIGHTS IN THE PRODUCTS.

7. LIENS, ATTACHMENTS AND ENCUMBRANCES. Should CUSTOMER commit a material breach of any terms and conditions of this Agreement, become bankrupt, insolvent, go into receivership or should any creditor or other person attach or levy CUSTOMER’S property or equipment, IFS shall immediately have the right, without notice and without liability for trespass or damages, to retake and remove any of its Products wherever it may be found. CUSTOMER shall release, defend, indemnify and hold IFS Indemnities harmless from any and all liens and encumbrances against Products furnished hereunder and shall return same promptly to IFS free of any liens or encumbrances.

8. GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW AND CHOICE OF LAW PRINCIPLES.

9. GENERAL.  Failure of CUSTOMER or IFS to enforce any of the terms and conditions of this Agreement shall not prevent a subsequent enforcement of such terms and conditions or be deemed a waiver of any subsequent breach. Should any provision of this Agreement, or a portion thereof, be unenforceable or in conflict with governing country, state, province, or local laws, then the validity of the remaining provisions, and portions thereof, shall not be affected by such unenforceability or conflict, and this Agreement shall be construed as if such provisions, or portion thereof, were not contained herein.

All notices pursuant to this Agreement shall be in writing.  Notices shall be sufficient if delivered in person or mailed by first-class mail, postage prepaid, to IFS at the address on the face hereof or at such other address that such party shall have designated for such purpose in a written notice complying with the terms of this Article.

Except as may be expressly set forth in a master distribution agreement with the CUSTOMER, which shall control in the event of a conflict in terms, this Agreement contains all representations of the parties and supersedes all prior oral or written agreements or representations.  CUSTOMER acknowledges that it has not relied on any representations other than those contained in this Agreement or in any master distribution agreement with the CUSTOMER.  This Agreement shall not be varied, supplemented, qualified, or interpreted by any prior course of dealing between the parties or by any usage of trade and may only be amended by an agreement executed by both parties.

Customer hereby grants to IFS a purchase money security interest in the Products sold to Customer on credit and CUSTOMER agrees that in the event of a default in payment, IFS shall have the rights and remedies of a secured party under the Uniform Commercial Code as enacted in Texas and any other applicable law.