General Terms and Conditions for Omni Seals, MegaDiamond, and DynaDrill

THE FOLLOWING GENERAL TERMS AND CONDITIONS CONTAIN INDEMNITY AND CHOICE OF LAW PROVISIONS - READ CAREFULLY.

1. ACCEPTANCE. By ordering SLB’s services, equipment, or products, Customer voluntarily elects to enter into and be bound by these General Terms and Conditions, along with any commercial documents that accompany the Order. Any contrary, inconsistent, or additional provisions contained in Customer’s purchase order or other Customer documentation are expressly rejected.

2. DEFINITIONS.
a. Chemicals – any chemicals, substances and Fluids, used or unused, or considered as waste or by-products, cuttings, or cavings, radioactive tracer material and other hazardous wastes (as defined pursuant to applicable law and including but not limited to any packaging, transportation or storage containers and/or materials) and residue resulting from, incident to, or in connection with SLB’s provision of the Work under this Contract.
b. Claim(s) – all claims, losses, damages (including, but not limited to, special, punitive, exemplary, general, compensatory, direct, indirect, incidental, or consequential damages), demands, causes of action, lawsuits, proceedings, spousal and survivor’s actions, fines, penalties, taxes, judgments, liens, encumbrances, costs, obligations (including indemnities), and liabilities of every kind and character, under common law, equity, statute, or otherwise, whether based on tort, contract, or statutes, that may or could be asserted, including, without limitation, any and all reasonable costs, expenses, and fees related to investigation, settlement, defense and litigation, including court costs, reasonable attorneys’ and experts’ fees, arising out of, related to, or in any way connected with this Agreement, any Order or the Work.
c. Customer – the person, firm or other entity to which any Work is supplied or provided by SLB.
d. Fluids – chemicals, emulsions, or chemically treated fluids and residue, including but not limited to drilling fluids, completion fluids, displacement fluids, wellbore fluids, wellbore treatments, stimulation fluids, whether water, oil, or synthetic based.
e. Group – either SLB or Customer, as applicable, and its respective contractors, subcontractors, consultants, agents, invitees, co-venturers, co-owners, partners, investors, joint venturers, co-lessees, co-working interest owners, lessors, Customer’s clients (as part of Customer Group), and its and their parents, affiliates, subsidiaries, and each of their respective officers, directors, managers, shareholders, members, representatives, servants, consultants, agents, employees and invitees.
f. Intellectual Property - all trademarks or trade names (whether common-law or registered), logos, icons, mask works, inventions, patents, patent applications, copyrights (whether published or unpublished), trade secrets, know-how, expertise, ideas, designs, software, methods, processes, work-flow(s), and transferable rights under written agreements and the like.
g. Order – an oral or written request for Work, a SLB quotation accepted by Customer and/or a service or purchase order document issued by Customer and accepted by SLB, which together with these General Terms and Conditions constitute the Contract between SLB and Customer. SLB shall not be obligated to provide any Work before an Order is agreed to by both parties.
h. Products – equipment, goods, materials, tools, supplies, Chemicals and/or products or equipment sold or otherwise provided by SLB to Customer.
i. Rentals – Customer’s hiring of Products and/or equipment from SLB for a period of time.
j. SLB – the entity providing Work to Customer, which may be: Schlumberger Technology Corporation, a Texas corporation, for and on behalf of itself and its US affiliates (excluding Western Geco LLC); and/or M-I L.L.C., a Delaware limited liability company, for and on behalf of itself and its US affiliates; and/or Smith International, LLC, a Delaware limited liability company, for and on behalf of itself and its US affiliates; and/or SII MegaDiamond, Inc., a Delaware corporation, for and on behalf of itself and its US affiliates; and/or Dyna Drill Technologies, LLC, a Texas limited liability company, for and on behalf of itself and its US affiliates; and/or Cameron International Corporation, a Delaware corporation, for and on behalf of itself and its US affiliates.
k. Services – services provided by SLB to Customer, including Products and personnel customarily required to provide such services.
l. Work – Products, Services and/or Rentals.

3. INVOICING AND PAYMENT TERMS. Customer acknowledges that SLB’s payment terms are cash in advance unless the value of the Work is supported by Customer credit approved by SLB prior to the transaction. Customer also acknowledges that SLB, in its sole discretion, may refuse to grant Customer the right to request Work on credit and/or may rescind the right to request Work on credit at any time. In the event that Customer’s credit account with SLB becomes delinquent, SLB shall have the right to require, at its sole discretion, payment in advance, an irrevocable letter of credit, or bank guarantee as a condition to continue performing any ongoing Work or accepting any additional Work.

For transactions not supported by SLB approved credit, SLB’s invoice will be issued upon receipt of full payment from Customer. If Customer requires any supporting documents or information (e.g. order #, AFE #, etc.) to be submitted with SLB’s invoices, then such requirements must be agreed in the Order before the Work is provided. Unless otherwise specifically agreed in an Order, the following invoicing conditions shall apply to Work for which credit has been approved:
a. SLB may invoice Customer for each portion or stage of the Work, as described and priced in the Order, as soon as practicable and without frequency restrictions.
b. SLB may invoice Customer for Products as follows: fifty percent (50%) of the sale price immediately upon receipt and acceptance of an Order, and the remaining fifty percent (50%) immediately upon delivery of the Products.
c. SLB may invoice Customer for Rentals in advance, as follows: one hundred percent (100%) of the rental price for the initial rental period immediately upon receipt and acceptance of an Order. In the event the rental is extended beyond the initial rental period or the scope is expanded, SLB will submit a subsequent invoice to Customer for an amount equal to one hundred percent (100%) of the additional rental price to cover such extended period or expanded scope.
d. SLB may invoice Customer for any and all reimbursable items in advance.

SLB’s invoice shall be deemed correct and shall evidence Customer’s acceptance of Work delivered, unless SLB receives prompt written notice of any disputed items within five (5) business days after the date of the invoice. Such notice shall explain the reason for the dispute in detail, along with any supporting documentation of Customer’s position, and Customer and SLB will meet in good faith within fifteen (15) calendar days from SLB’s receipt of the notice to resolve the dispute. If an invoice is disputed, however, Customer agrees to pay SLB any undisputed portion of that invoice as set forth below and without delay. Upon settlement of the dispute, Customer shall immediately pay to SLB all amounts agreed by the parties to be due with respect to the disputed amount(s) and SLB shall make the appropriate corrections regarding the disputed amounts by issuing, as applicable, a credit or debit note to Customer. Customer shall have no right to withhold or offset payments, except to the extent it is agreed as a result of the foregoing dispute resolution procedure. Customer waives all rights to dispute any item (or submit a claim for amounts invoiced) where SLB has not received written notification of a disputed item within two (2) years from the date such Work is actually provided.

Customer shall pay the total invoice amount without any payment retentions (other than taxes which must be withheld as mandated by tax legislation). Payment shall be made by electronic transfer of funds to SLB’s designated bank account, or by other payment means mutually agreed, at SLB’s office in Houston, Texas, unless another office location has been designated in the payment instructions contained in an Order or an invoice. The payment for any transaction for which credit has been approved shall be due to, and received by, SLB, on or before the thirtieth (30th) day from the date of the invoice.

When payment is electronic (e-commerce), Customer and SLB may agree to mutually beneficial electronic processes for executing business transactions, including but not limited to the system-to-system exchange of purchase orders, field tickets, bills of lading, invoices and electronic catalogs. Such electronic transactions shall adhere to industry accepted standards and processes (Petroleum Industry Data Exchange (PIDX)). Customer, SLB, and any contracted third party technology providers will execute a standard Electronic Data Agreement between Customer and OFS Portal, LLC or a mutually agreed upon Electronic Data Agreement developed around the OFS Portal, LLC agreement to govern said electronic transactions.

Customer agrees that SLB is entitled to charge and accrue interest on any past due balance (including amounts that are disputed by Customer but are found to be due and owing) at the rate of 1.5% per month or the maximum interest allowable by applicable state or federal laws, if such laws limit interest to a lesser amount. If SLB employs a collection agency or attorneys to collect any outstanding invoice(s) or enforce its rights under these General Terms and Conditions, Customer agrees to pay all actual expenses of collection, all collection agency fees, and all attorneys’ fees and court costs, including, but not limited to, attorneys’ fees incurred in connection with litigation, mediation, arbitration, bankruptcy, or other proceedings. In the event that Customer’s payment of SLB’s invoice is received by SLB after the due date, any price discount will be unearned, and SLB has the right to revoke any and all discounts previously applied in arriving at the net invoice price. Upon revocation, the full invoice price, without discount, will become immediately due and owing and subject to collection.

As used herein, the term “Receivables” shall mean: all of Customer’s rights and interests in (a) all accounts and (b) all general intangibles, whether now existing or hereafter arising, and all proceeds thereof, relating to the properties for which SLB provides Work. Customer hereby grants a security interest in Customer’s Receivables to secure Customer’s obligations to SLB, whether now existing or hereafter arising. Customer shall promptly support SLB as may be necessary to file all instruments (including financing statements), in order to perfect, preserve, protect and renew the security interests granted herein on all Receivables.

4. TAXES. Customer shall pay or reimburse SLB for, to the extent allowed by applicable laws and regulations, any and all taxes or other levies (other than SLB’s income taxes) imposed by any government, governmental unit or similar authority with respect to the charges made or payments received by SLB in connection with the Work.

5. INDEPENDENT CONTRACTOR. SLB is and shall be an independent contractor with respect to the performance of Work, and neither SLB nor anyone employed by SLB shall be the agent, representative, employee or servant of Customer in the performance of such Work or any part thereof. When SLB's employees (defined to include SLB's direct, borrowed, special, or statutory employees) are covered by the Louisiana Workers' Compensation Act, La R.S. 23:1021 et seq., Customer and SLB agree that all Work and operations performed by SLB and its employees pursuant to this Contract are an integral part of and are essential to the ability of Customer to generate Customer's goods, products and Services for purposes of La R.S. 23:1061 (A)(1). Furthermore, Customer and SLB agree that Customer is the statutory employer of SLB's employees for purposes of La R.S. 23:1061 (A)(3). Irrespective of Customer's status as the statutory employer or special employer (as defined in La R.S. 23:1031 (C)) of SLB's employees, SLB shall remain primarily responsible for the payment of Louisiana workers' compensation benefits to its employees, and shall not be entitled to seek contribution for any such payments from Customer.

6. OBLIGATIONS OF CUSTOMER.
a. Well Conditions; Notification of Hazardous Conditions. Customer, having custody and control of the well and superior knowledge of the conditions in and surrounding it, shall provide SLB with all necessary information to enable SLB to perform its Services safely and efficiently. SLB’s Products, Rentals and Services are designed to operate under conditions normally encountered in the well bore; however, if hazardous or unusual conditions exist, Customer shall notify SLB in advance and make special arrangements for servicing such wells.
b. Chemicals. The handling, transportation, treatment and/or disposal of any Chemicals, used in or resulting from SLB’s performance of the Work, is the sole responsibility of Customer, including when such Chemicals are returned to the surface of the land or sea from below the rotary table. In no event shall SLB be considered the generator of Chemicals or samples, irrespective of any handling transportation, treatment, or disposal provided by SLB. Customer understands and agrees that it is the owner of all Chemicals and samples that Customer is the generator of the Chemicals and samples irrespective of any handling, transportation or treatment by SLB. Unless Customer has a separate agreement with SLB for the storage of samples, SLB may return samples to Customer upon completion of SLB’s analysis or dispose of samples, at Customer’s cost, in accordance with Customer’s instructions. All Chemicals and fluids in the drilling rig’s tanks, piping, valves, and pumps, and in the borehole and reserve pit (or frac tanks where there is not a reserve pit) are not in SLB’s possession or control, and that SLB is not responsible for such. Customer agrees that it will handle, transport and dispose of any such Chemicals and samples under Customer’s name and waste generator number, in accordance with all applicable federal, state and local laws and regulations. CUSTOMER HEREBY AGREES NOT TO ASSERT ANY CLAIM OR BRING ANY COST RECOVERY ACTION AGAINST SLB GROUP AND SHALL WAIVE, RELEASE, PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS SLB GROUP FROM AND AGAINST ANY AND ALL CLAIMS IN CONNECTION WITH THE USE, HANDLING, CUSTODY, TREATMENT, RECYCLING, STORAGE, INJECTION, TRANSPORTATION AND/OR DISPOSAL OF CHEMICALS, REGARDLESS OF THE SOLE, JOINT, ACTIVE, PASSIVE, GROSS OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT OR DUTY (STATUTORY OR OTHERWISE), OR OTHER FAULT OF ANY MEMBER OF SLB GROUP. SLB shall not be responsible for the signing of manifests or for the storage, transportation, treatment or disposal of Chemicals.
c. Radioactive Sources. If any radioactive source is lodged or lost in a well or at the well site or while being transported by or while under the custody or control of Customer Group, Customer shall immediately notify SLB and exert its best efforts to locate and recover the source and take all necessary precautions to avoid breaking, damaging or rupturing the source. If the source is irretrievable, or if it or its container is damaged or ruptured, Customer shall immediately notify SLB and comply with all applicable laws and regulations including isolating and marking the location of the source. Customer shall not attempt to recover a sealed source in a manner that, in SLB’s opinion, could result in its rupture. If the source ruptures, Customer shall minimize any resulting contamination and radiation exposure, and decontaminate the environment, equipment and personnel.
d. TENORM. Any equipment used, whether it belongs to SLB Group, Customer Group or a Third Party, that is intended to be returned to SLB's storage facility, base, service center or field site will be tested for Technically Enhanced Naturally Occurring Radioactive Material (“TENORM”) prior to backloading from the site. This shall be done irrespective of ownership of the equipment and regardless of whether SLB Group, Customer Group, or a Third Party uninstalls the equipment. Any equipment found to be contaminated by TENORM shall be the responsibility of Customer and shall be decontaminated by Customer at its own expense. If disposable personal protective equipment (“PPE”) is used for the handling of TENORM contaminated equipment at the site, for example, Tyvek coveralls, latex gloves, etc., such PPE shall be left at the site for disposal by Customer and be provided for or reimbursed by Customer. Once decontaminated, Customer shall transport equipment belonging to SLB to SLB’s storage facility, base, service center or field site with appropriate documentation from Customer’s nominated waste management contractor verifying decontamination. All costs associated with decontamination, storage, transportation, and disposal of TENORM contaminated equipment and PPE shall be for Customer’s account. Moreover, if SLB Group’s equipment becomes contaminated by TENORM to a level where it is no longer economical to clean or decontaminate, Customer shall take custody of such equipment and reimburse SLB for the full new replacement cost of such equipment.
e. Fishing Operations. Customer shall assume the entire responsibility for operations in which Customer Group or a third party fish or attempt to fish for the equipment of any member of SLB Group or perform any operation that may jeopardize the retrievability or the integrity of equipment containing radioactive sources. SLB will, without assuming liability and if so requested by Customer, render assistance for the recovery of such equipment. Customer shall use commercially reasonable efforts to attempt recovery of SLB Group’s equipment.
f. Change Orders. Customer may, with reasonable notice, request to change the Work to be provided under an executed Order by issuing a written change order authorization document (referred to herein as the “Change Order”). If upon receiving a Change Order, SLB determines that there is any impact that increases the cost or affects the time to perform or provide the Work, SLB shall submit a proposal to Customer specifying the pricing and scheduling changes needed to execute the Change Order. Customer shall review the proposal and may accept, reject or modify the proposal, subject to mutual agreement; however, Customer shall be deemed to have accepted such proposal once SLB proceeds as specified in the Change Order. SLB may, at its sole discretion, decline to execute the Change Order and such declination to execute shall not prejudice SLB’s rights under the applicable Order.

7. WARRANTY FOR PRODUCTS, RENTALS AND SERVICES.
a. SLB warrants that the Services provided under an Order shall be performed in a good and workmanlike manner and in accordance with industry standards applicable to such Services and the terms of the Order pursuant to which such Services are provided. SLB shall exercise diligence to ensure the correctness and safe transport of all log, test and other data. SLB will give Customer the benefit of its best judgment based on its experience interpreting information and making written or oral recommendations concerning logs or tests or other data, type or amount of material or service required, manner of performance or predicting results. However, Customer acknowledges that SLB’s recommendations or predictions are opinions only and, in view of the impracticability of obtaining first-hand knowledge of the many variable conditions, the reliance on inferences, measurements and assumptions which are not infallible, and/or the necessity of relying on facts and supporting services furnished by others. WITHOUT PREJUDICE TO CUSTOMER’S EXCLUSIVE REMEDY FOR SLB’S BREACH OF THE WARRANTY FOR SERVICES SPECIFIED BELOW, BUT NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY IN THIS AGREEMENT, ANY ORDER OR ANY ORAL OR WRITTEN STATEMENT BY ANY MEMBER OF SLB GROUP, SLB GIVES NO GUARANTEE OR WARRANTY CONCERNING, AND SLB GROUP SHALL NO RESPONSIBILITY OR LIABILITY: (I) FOR THE ACCURACY OR COMPLETENESS OF (A) ANY SUBSURFACE GEOLOGICAL, GEOPHYSICAL, GEOCHEMICAL, AND/OR GEOTECHNICAL INFORMATION, MATERIALS AND/OR DATA INCLUDING LOGS, BORINGS, SURVEYS, TESTS, MAGNETIC AND GRAVITY SURVEYS, SEISMOGRAMS, DIGITAL FIELD TAPES, STACK TAPES, COPIES OF PROCESSED RECORD SECTIONS, OPERATOR’S REPORTS, SURVEYOR’S NOTES, SHOT POINT LOCATION MAPS, STUDIES, 2-D SEISMIC LINES AND/OR 3-D SEISMIC SURVEYS, VERTICAL SEISMIC PROFILES, MICROSEISMIC DATA, MODELING (INCLUDING SOFTWARE MODELS) OR OTHER DATA, (B) ANY INTERPRETATIONS OR RECOMMENDATIONS GIVEN, AND/OR (C) THE RESULTS OF THE SERVICES RENDERED OR ANY OTHER WORK PROVIDED UNDER THIS AGREEMENT OR ANYORDER. (ii) THE COMPLIANCEOF ANY INTERPRETATIONS, RECOMMENDATIONS AND/OR DECISIONS RESULTING FROM THE SERVICES WITH ANY GOVERNMENTAL PERMIT, REQUEST OR REGULATORY REQUIREMENTS; (iii) THE ACCURACY OF INFORMATION TRANSMITTED BY ELECTRONIC PROCESSES INCLUDING, WITHOUTLIMITATION, ANY CLAIMS RESULTING FROM BREACH OF THE INTEGRITY OF ANY INFORMATION IN ANY FORM,INCLUDING ANY ACCIDENTAL OR INTENTIONAL INTERCEPTION OF SUCH INFORMATION BY OTHERS; (iv) FOR ANY LOSS OF OR DAMAGE TO, ANY SAMPLES, DIGITAL TAPES, DISKS, OPTICAL LOGS, PRINTS, OR OTHER SIMILAR PRODUCTS OR MATERIALS. SLB WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY ACCIDENTAL ORINTENTIONAL INTERCEPTION OF, OR TAMPERING WITH, DATA OR SAMPLES BY OTHERS, NOR DOES SLBGUARANTEE OR WARRANT THE SAFE STORAGE OF, THE LENGTH OF TIME OF STORAGE OF, OR AGAINST THE LOSS OF ORDAMAGE TO, ANY SAMPLES, DIGITAL TAPES, DISKS, OPTICAL LOGS, OR PRINTS, OR OTHER SIMILAR PRODUCTS OR MATERIALS.
b. SLB warrants that its Products and Rentals provided under each Order shall conform to the type and specifications represented by SLB and are free from material defects in materials and workmanship for (a) twelve (12) months from the date of delivery to the location designated in the Order for Products sold, provided that the Products are used within the conditions and technical parameters to which they were manufactured; or (b) the rental period for Rentals. SLB reserves the right at its sole discretion, to use new, used, or refurbished parts in the assembly of its Products and Rentals. Rentals are warranted only for the rental period. SLB does not warrant or guarantee the performance, effectiveness, or result of the use of Products or Rentals. Subsurface or well conditions which prevent satisfactory operation of the Products or Rentals, or operational results that are not satisfactory to Customer, do not relieve Customer of its obligation to pay the Product prices, Rental fees, and other costs to be paid by Customer as agreed in this Contract or any Order. The above warranty does not apply to Products that have been affected by normal wear and tear, modified at Customer’s request, supplied by Customer or purchased by SLB at Customer’s request, subjected to improper handling, storage, application, installation, operation or maintenance by anyone other than SLB, and/or damaged by aggressive fluids, lightning, vandalism, or improper voltage supply or force majeure. No warranty is given to rapidly wearing Products or consumables. SLB does not warrant or guarantee the performance, effectiveness, or results of the use of Products or Rentals; and SLB does not warrant or guarantee the results of the use of Rentals.
c. SLB's sole liability and Customer’s exclusive remedy under the foregoing warranties is expressly limited to the repair, replacement or the refund of an equitable portion of the applicable purchase or rental price, at SLB’s sole option, of Products, Rentals or Services which prove to be defective within the warranty period and shall not include claims for labor costs, non-productive time, expenses of Customer resulting from such defects, including but not limited to removal or reinstallation of Products or the costs of heavy lifting or vessel /rig time, recovery under general tort law or strict liability or for damages resulting from delays, loss of use, or other direct or indirect, incidental or consequential damages of any kind. A Customer claim pursuant to this warranty shall be made immediately upon discovery and confirmed in writing within thirty (30) days after discovery of the defect. Where items claimed to be defective are determined not to be defective or to be defective as a result of Customer Group’s use of the item, SLB may invoice the service call to Customer. Defective items must be held for inspection or returned to the original SLB delivery point upon request. SLB shall have the right to inspect the Products claimed to be defective and shall have the right to determine the cause of such defect. Returned Products shall become the property of SLB. In no event shall SLB be liable for the cost of substitute products, services, or rentals obtained by Customer from others to cover any Product, Service or Rental which is defective or otherwise not in compliance with the applicable Order.
d. Notwithstanding anything to the contrary herein, with regard to any services, materials, products or equipment furnished by contractors, subcontractors, vendors and/or suppliers of SLB Group, SLB’s liability shall be limited to the assignment of such contractors, subcontractors, vendors- and/or suppliers’ warranties to Customer, to the extent such warranties are assignable.

THE FOREGOING WARRANTIES FOR SERVICES, PRODUCTS AND RENTALS ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR STATUTORY. IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY SHALL NOT APPLY. SLB'S WARRANTY OBLIGATIONS AND CUSTOMER’S REMEDIES THEREUNDER (EXCEPT AS TO TITLE) ARE SOLELY AND EXCLUSIVELY AS STATED HEREIN.

8. TITLE AND RISK OF LOSS
a. Unless otherwise agreed between the parties in an applicable Order, title to and risk of loss for Products sold, other than Fluids, will pass to Customer upon the earlier of payment, factory acceptance test (or other acceptance testing) or delivery to Customer’s designated carrier at SLB’s manufacturing facility. The prices of Products exclude any costs of transportation, handling, insurance or any other costs for delivery beyond SLB’s manufacturing facility set forth in the quotation or applicable Order or other document as agreed to by Customer. At Customer’s request, SLB may arrange for shipment of Products to a location designated by Customer, and Customer will pay or reimburse SLB for all freight, preparation, and in-transit insurance costs so incurred by SLB. At Customer’s request, subject to storage space availability and upon mutual agreement on storage fees, SLB may agree to a bill-and-hold arrangement where SLB would temporarily store Products sold to Customer, but Customer agrees that in such a case the title to and risk of loss for Products sold and stored will pass to and remain with Customer upon delivery to SLB’s designated storage facility, regardless of when the Products are ultimately delivered to Customer. In the event that purchased or repaired Products not subject to a bill-and-hold arrangement are left at a SLB facility for more than thirty (30) days, SLB reserves the right at its sole discretion to charge storage fees to Customer and/or to consider the Products abandoned and sell them for scrap or otherwise dispose of them at Customer’s cost.
b. Title to and risk of loss for cement and stimulation fluids sold will transfer to Customer upon blending or deployment into the well or Customer’s equipment connected to the well. Title to and risk of loss for Fluids, other than cement and stimulation fluids, will transfer to Customer (i) upon delivery to Customer’s carrier, (ii) upon delivery to Customer’s location, or (iii) upon blending, whichever occurs first. Title to and risk of loss for rented Fluids will transfer back to SLB upon SLB’s written acceptance into its inventory, provided returned Fluids meet the minimum specifications set forth in the Order; however, if the specifications are not met, Customer shall pay SLB the full sale price for the rented Fluids as would be applicable in case of a sale of the same.
c. The time, method, place or medium of payment will not limit SLB's rights in and to the Products until payment has been received in full. On all Orders, SLB shall retain a security interest in the Products, to the extent of any unpaid balance of the purchase price thereof, irrespective of attachment to the land or equipment of Customer or any third party, and SLB may use all reasonable efforts to retain and/or obtain possession of such Products until such unpaid balance has been received in full and accepted by SLB.

9. INDEMNITIES
a. Personnel and Property
1. SLB SHALL BE RESPONSIBLE FOR AND HEREBY AGREES TO WAIVE, RELEASE, PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS CUSTOMER GROUP FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH DAMAGE TO OR LOSS OR DESTRUCTION OF PROPERTY OF OR THE PERSONAL INJURY, ILLNESS OR DEATH OF ANY MEMBER OF SLB GROUP ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT AND/OR THE WORK PROVIDED HEREUNDER.
2. CUSTOMER SHALL BE RESPONSIBLE FOR AND HEREBY AGREES TO WAIVE, RELEASE, PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS SLB GROUP FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH DAMAGE TO OR LOSS OR DESTRUCTION OF PROPERTY OF OR THE PERSONAL INJURY, ILLNESS OR DEATH OF ANY MEMBER OF CUSTOMER GROUP ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT AND/OR THE WORK PROVIDED HEREUNDER.
b. Special Indemnity. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CUSTOMER ASSUMES ALL LIABILITY FOR AND AGREES TO WAIVE, RELEASE, PROTECT, DEFEND, INDEMNIFY, AND HOLD HARMLESS SLB GROUP FROM AND AGAINST ALL CLAIMS BROUGHT BY OR ON BEHALF OF ANY MEMBERS OF CUSTOMER GROUP, SLB GROUP OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION HEREWITH FOR PROPERTY DAMAGE, PERSONAL INJURY, ILLNESS, DEATH OR LOSS THAT RESULTS FROM: (I) FIRE, EXPLOSION, SEEPAGE, BLOW-OUT, CRATERING, PRESSURE CONTROL OPERATIONS, INDUCED SEISMICITY EVENTS, WILD-WELL OR WORK PERFORMED TO CONTROL A WILD-WELL INCLUDING, BUT NOT LIMITED TO: DAMAGE TO, LOSS OF, DESTRUCTION AND/OR REPLACEMENT OF, OR RELEASE OR ESCAPE OF SUBSTANCES FROM, ANY PROPERTY, EQUIPMENT, DRILLING RIG/UNIT/VESSEL/PLATFORM OR OTHER FIXED OR FLOATING STRUCTURE, INCLUDING OIL/GAS PRODUCTION FACILITIES OR PIPELINES, AT OR AROUND A SITE (INCLUDING ANY DOWNTIME, REMEDIATION, OR RECOVERY TIME) AND OTHER INFRASTRUCTURE FOR THE PRODUCTION, STORAGE AND TRANSPORTATION OF WATER, OIL GAS AND OTHER PRODUCTIONS AT OR AROUND A DRILL WELL, RESERVOIR SITE (INCLUDING ANY DOWNTIME, REMEDIATION, OR RECOVERY TIME); (II) LOSSES ARISING FROM ANY MATER EXCLUDED FROM SLB’S WARRANTIES; (III) POLLUTION, ENDANGERMENT AND/OR CONTAMINATION EMANATING FROM ANY AND ALL WELLS, WELL BORES AND/OR RESERVOIRS OR RESULTING FROM FRACTURING SERVICES OR ANY WORK, OR RADIATION DAMAGE (INCLUDING ENVIRONMENTAL POLLUTION, CONTAMINATION, ENDANGERMENT OR DAMAGE) RESULTING FROM SLB GROUP’S RADIOACTIVE TOOLS OR EQUIPMENT WHILE BELOW THE SURFACE OF THE LAND OR, IN THE EVENT OF CONTAMINATION ORIGINATING ABOVE THE SURFACE OF THE LAND, WHEN THE RADIOACTIVE SOURCE IS UNDER THE CUSTODY OR IN THE CONTROL OF ANY MEMBER OF THE CUSTOMER GROUP; AND POLLUTION OR CONTAMINATION, CAUSED BY CUSTOMER GROUP’S FAILURE TO PROPERLY HANDLE, TREAT, TRANSPORT, USE OR DISPOSE OF ANY CHEMICALS AS REQUIRED BY SECTION 6.b HEREOF OR OTHERWISE, INCLUDING CONTAINMENT, CONTROL, REMEDIAL RESPONSE CLEAN-UP, DISPOSAL AND REMEDIATION OF THE POLLUTANT, ENDANGERMENT AND CONTAMINATION, WHETHER OR NOT REQUIRED BY AN APPLICABLE FEDERAL, STATE OR LOCAL LAW OR REGULATION; (IV) DAMAGE TO WELL(S), BOREHOLE(S), RESERVOIRS OR UNDERGROUND DAMAGE, INCLUDING BUT NOT LIMITED TO DAMAGE OR INJURY RESULTING FROM FRACTURING SERVICES, LOSS OF OIL, GAS, OTHER MINERAL SUBSTANCES OR WATER, OR THE WELL-BORE ITSELF, SURFACE DAMAGE ARISING FROM SUBSURFACE OR SUBSEA DAMAGE, INCLUDING TRESPASS, AND DAMAGE TO DOWN-HOLE EQUIPMENT; (V) COST TO KILL OR CONTROL A WILD-WELL, UNDERGROUND OR ABOVE THE SURFACE, INCLUDING ANY SIDETRACKING, FISHING, REDRILLING, CORRECTIVE ACTION OR REWORKING AND RELATED CLEAN-UP COSTS; (VI) DAMAGE TO PROPERTY OWNED BY, IN THE POSSESSION OF, OR LEASED BY CUSTOMER GROUP OR THE WELL OWNER, IF DIFFERENT FROM CUSTOMER (THE TERM “WELL OWNER” SHALL INCLUDE WORKING AND ROYALTY INTEREST OWNERS AND THE OWNER OF ANY LAND AND OIL/GAS PRODUCTION FACILITIES OR PIPELINES, DRILLING RIG/VESSEL, PLATFORM OR OTHER STRUCTURE AT OR WITHIN 500 METERS OF THE WELL SITE) AND THIRD PARTIES; (VII) LOSS OR DAMAGE RESULTING FROM FAILURE OF CUSTOMER GROUP’S PRESSURE CONTROL EQUIPMENT AND/OR DEVIATION FROM SLB’S PRESSURE CONTROL STANDARD AT CUSTOMER’S REQUEST; OR (VIII) LOSS OF OR DAMAGE TO SLB GROUP’S PROPERTY OR PRODUCTS, INCLUDING BUT NOT LIMITED TO, RECOVERY, REPAIR AND REPLACEMENT EXPENSES, WHEN SUCH LOSS OR DAMAGE OCCURS: (A) IN THE HOLE OR BELOW THE ROTARY TABLE, (B) WHILE IN TRANSIT OR BEING MOVED ON ANY FORM OF TRANSPORTATION OWNED OR FURNISHED BY CUSTOMER, (C) WHILE LOCATED AT THE WELL SITE WHEN SLB PERSONNEL ARE NOT PRESENT, (D) AS A RESULT OF IMPROPERLY MAINTAINED PRIVATE ACCESS ROADS TO THE WELL SITE OR AS A RESULT OF THE INFERIOR CONDITION OF THE LEASE ROADS OR THE SITE, (E) WHILE BEING USED BY OR WHILE UNDER THE CUSTODY OR CONTROL OF ANY PERSON OTHER THAN A SLB EMPLOYEE, WHETHER IN AN EMERGENCY OR OTHERWISE, (F) AS A RESULT OF ABRASIVE OR CORROSIVE ELEMENTS IN THE WELL RESERVOIR OR WELL EFFLUENTS AND/OR (G) AS A RESULT OF FIRE, CRATERING, EXPLOSION OR ANY SUBSURFACE OCCURRENCE INCLUDING UNCONTROLLED WELL CONDITIONS, WILD WELL OR BLOWOUT. WITH RESPECT TO (A) ABOVE, THE PROPERTY AND PRODUCTS WILL BE VALUED AT THEIR RESPECTIVE NEW LANDED REPLACEMENT COST OR, IF REPAIRABLE, AT REPAIR COST PLUS HANDLING AND TRANSPORTATION TO SLB’S DESIGNATED LOCATION. RENTAL CHARGES ON THE EQUIPMENT LOST OR DAMAGED IN THE HOLE SHALL CONTINUE TO BE PAID UP TO AND INCLUDING THE DATE ON WHICH SLB RECEIVES NOTICE IN WRITING OF THE LOSS OR DAMAGE.
c. APPLICATION OF INDEMNITIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS CONTRACT, THE LIABILITIES EACH PARTY ASSUMES UNDER SECTIONS 9.a AND 9.b ABOVE SHALL APPLY TO ANY INJURY, ILLNESS, DEATH OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT AND/OR THE WORK PROVIDED HEREUNDER, WITHOUT REGARD TO THE CAUSE(S) THEREOF INCLUDING, WITHOUT LIMITATION, UNSEAWORTHINESS, STRICT LIABILITY, ULTRAHAZARDOUS ACTIVITY, BREACH OF EXPRESS OR IMPLIED WARRANTY, IMPERFECTION OF MATERIAL, DEFECT OR FAILURE OF EQUIPMENT, DEFECT OR “RUIN” OR OTHER CONDITION OF PREMISES, INCLUDING ANY CONDITIONS THAT PRE-EXIST THESE GENERAL TERMS AND CONDITIONS OR THE CONTRACT, THE LOADING, UNLOADING, INGRESS AND EGRESS OF PERSONNEL OR CARGO, OR THE SOLE, JOINT, ACTIVE, PASSIVE, GROSS, CONTRIBUTORY OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT OR DUTY, OR OTHER FAULT OF ANY MEMBER OF EITHER PARTY’S GROUP THAT IS SEEKING TO BE INDEMNIFIED. FURTHER THE PARTIES ACKNOWLEDGE AND AGREE THAT THE STATEMENT IN SECTION 9. HEREIN COMPLIES WITH REQUIREMENTS (KNOWN AS THE EXPRESS NEGLIGENCE RULE) TO EXPRESSLY STATE IN A CONSPICUOUS MANNER TO AFFORD FAIR AND ADEQUATE NOTICE THAT THIS CONTRACT HAS PROVISIONS REQUIRE ONE PARTY (THE INDEMNITOR) TO BE RESPONSIBLE FOR THE SOLE, JOINT, CONCURRENT CONTRIBUTORY, ACTIVE , PASSIVE OR GROSS NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF THE OTHER PARTY OR ANY MEMBER OF ITS GROUP (EACH AN INDEMNITEE).
d. Anti-Indemnity and Insurance Savings Clause. If any defense, indemnity or insurance provision contained in the Contract conflicts with, is prohibited by or violates public policy under any law determined to be applicable to a particular situation arising from or involving any Work hereunder, it is understood and agreed that the conflicting, prohibited, or violating provision shall be deemed automatically amended in that situation to the extent, but only to the extent, necessary to be in compliance with such applicable law.

10. INCIDENTAL OR CONSEQUENTIAL DAMAGES. IT IS EXPRESSLY AGREED THAT THE SLB GROUP SHALL NOT BE LIABLE TO THE CUSTOMER GROUP AND THE CUSTOMER GROUP WAIVES AND SHALL RELEASE PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS SLB GROUP FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF REVENUE OR PROFIT, LOSS OF ANTICIPATED REVENUE OR PROFIT, INCREASED TAXES OR ANY OTHER TAX BENEFITS OR EXEMPTIONS, ABATEMENTS OR OTHER TAX BENEFITS, LOSS OF BUSINESS OR BUSINESS INTERRUPTION OR DOWNTIME COST OR SUBSTITUTE OR REPLACEMENT WORK, LOSS OF USE, LOSS OR DEFERRAL OF PRODUCTION, LOSS OF RIG TIME, LOSS OF DATA OR SAMPLES, OR LOSS RESULTING FROM DELAY, WHETHER DIRECT OR INDIRECT, SUFFERED BY CUSTOMER GROUP, REGARDLESS OF THE SOLE, JOINT, ACTIVE, PASSIVE, GROSS OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT OR DUTY, OR OTHER FAULT OF ANY MEMBER OF SLB GROUP, WITHOUT REGARD TO CAUSE AS SPECIFIED IN SECTION 9.C.

11. INSURANCE. Each party, as indemnitor, agrees to obtain and maintain at its own cost, adequate insurance for the benefit of the other party and its Group as indemnitees, with contractual indemnity endorsements. To the extent each party assumes liability hereunder, such insurance shall waive subrogation against the indemnified Group and its insurers and name the indemnified Group as additional insured(s) and loss payee, but only to the extent of liabilities assumed herein by the indemnifying party, and to the same extent such coverage shall be primary to that carried by the indemnified Group. Customer shall not self-insure without the written consent of SLB. Notwithstanding the above, to the extent, and only to the extent, that the Texas Oilfield Anti-Indemnity Act (TOAIA) applies to these General Terms and Conditions, the Contract or the Work, and would render void, unenforceable, or void any obligations hereunder, including those set forth in Section 9 above, each party agrees to carry supporting insurance in equal amounts of the types and in the minimum amounts required by the TOAIA. Where a party’s insurance is deficient or unavailable for any reason, then such party agrees and shall be deemed to have approved self-funded or self-insurance. It is the intention of the parties hereto that the party to whom indemnity is owed hereunder will receive the benefit of such indemnity regardless of events that may happen, which could affect the insurance required to be obtained by the indemnifying party, after the Contract is entered into by SLB and Customer.

12. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EXCEPT AS PROVIDED UNDER SECTION 9.A.1 ABOVE, SLB’S AGGREGATE LIABILITY ARISING FROM OR IN CONNECTION WITH THE CONTRACT (WHETHER FOR INDEMNITY, BREACH OF CONTRACT OR DUTY, NEGLIGENCE (WHETHER SOLE, JOINT, ACTIVE, PASSIVE, GROSS OR CONCURRENT), STRICT LIABILITY OR OTHERWISE) SHALL NOT IN ANY CIRCUMSTANCES EXCEED THE FULL VALUE OF THE CONSIDERATION OWED TO SLB UNDER THE CONTRACT, WITHOUT REGARD TO CAUSE AS SPECIFIED IN SECTION 9.C.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE EXCLUSIONS FROM AND LIMITS ON LIABILITY SET FORTH IN THIS CONTRACT AND ANY ORDER SHALL APPLY WITHOUT REGARD TO (I) WHETHER THE CLAIM IN QUESTION IS BASED ON OR ARISES FROM TORT, COMMON LAW, EQUITY, OR STATUTE OR ANY OTHER THEORY OR LIABILITY OR RECOVERY, (II) WHETHER OR NOT THEY ALLOW FULL COMPENSATION OF CUSTOMER AND REGARDLESS OF WHETHER SLB KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES AND/OR IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, OR (III) THE CAUSE(S) OF SUCH CLAIMS INCLUDING, WITHOUT LIMITATION, UNSEAWORTHINESS, UNAIRWORTHINESS, STRICT LIABILITY, ULTRAHAZARDOUS ACTIVITY, BREACH OF EXPRESS OR IMPLIED WARRANTY, SOLE, JOINT, CONCURRENT, CONTRIBUTORY, ACTIVE, PASSIVE OR GROSS NEGLIGENCE IMPERFECTION OF MATERIAL, DEFECT OR FAILURE OF EQUIPMENT, DEFECT OR “RUIN” OR OTHER CONDITION OF PREMISES, INCLUDING ANY CONDITIONS THAT PREEXIST THE EXECUTION OF THIS AGREEMENT

13. EMPLOYEE SOLICITATION. Except with the prior written consent of SLB, Customer shall not directly, indirectly or through third parties solicit, recruit or induce any SLB employee, consultant or representative to leave, terminate or otherwise end his/her association with SLB in order to become an employee, consultant or representative of Customer Group until at least one (1) year has elapsed from Customer's receipt of the final invoice for the Work.

14. INTELLECTUAL PROPERTY. SLB OWNS ALL RIGHTS TO THE PROPRIETARY INTELLECTUAL PROPERTY EMBODIED IN ITS WORK OR WHICH ARE CREATED IN THE COURSE OF PROVIDING SUCH WORK TO CUSTOMER. SLB DOES NOT TRANSFER ANY OWNERSHIP RIGHTS IN SUCH INTELLECTUAL PROPERTY TO CUSTOMER AND CUSTOMER SHALL NOT REVERSE ENGINEER OR CAUSE ANY SLB PROPERTY OR PRODUCTS TO BE REVERSE ENGINEERED WITHOUT SLB’S EXPRESS WRITTEN CONSENT. SLB AGREES TO RELEASE, PROTECT DEFEND, INDEMNIFY AND HOLD HARMLESS CUSTOMER FROM AND AGAINST ANY AND ALL COSTS AND DAMAGES FINALLY AWARDED TO A THIRD PARTY BY A COURT OF COMPETENT JURISDICTION ARISING OUT OF OR IN CONNECTION WITH A CLAIM OF INFRINGEMENT, BY SLB, OF INTELLECTUAL PROPERTY GRANTED OR REGISTERED, AT THE EFFECTIVE DATE OF THIS CONTRACT, IN ANY JURISDICTION WHICH IS A SIGNATORY TO THE BERNE CONVENTION FOR THE PROTECTION OF LITERARY AND ARTISTIC WORKS, WHERE THE BASIS OF THE INFRINGEMENT CLAIM LIES IN THE CUSTOMER’S NORMAL USE OF SLB’S WORK PROVIDED OR DELIVERED UNDER THIS CONTRACT. SLB WILL NOT BE LIABLE FOR INTELLECTUAL PROPERTY INFRINGEMENT THAT ARISES: (I) WHEN SLB’S WORK HAS BEEN SPECIALLY MODIFIED, DESIGNED AND/OR MANUFACTURED TO MEET CUSTOMER’S SPECIFICATIONS; (II) OUT OF UNAUTHORIZED ADDITIONS OR MODIFICATIONS TO SLB’S WORK; (III) WHEN CUSTOMER’S USE OF SLB’S WORK DOES NOT CORRESPOND TO SLB’S PUBLISHED STANDARDS OR SPECIFICATIONS OR THE USES SET FORTH IN THE APPLICABLE ORDER TO WHICH SUCH CLAIM OF INFRINGEMENT RELATES; (IV) OUT OF CUSTOMER’S USE OF SLB’S WORK IN COMBINATION WITH WORK NOT PROVIDED BY SLB (OR APPROVED BY SLB IN WRITING IN THE RELEVANT ORDER OR IN ANY OTHER WRITING); (V) MORE THAN EIGHTEEN (18) MONTHS AFTER SLB’S WORK WAS PROVIDED TO CUSTOMER; OR (VI) IF CUSTOMER DOES NOT PROVIDE WRITTEN NOTICE TO SLB WITHIN TEN (10) DAYS OF RECEIVING SERVICE OF PROCESS OR OTHER NOTICE OF AN IMPENDING INFRINGEMENT CLAIM (VII) IF CUSTOMER HAS MADE A DECLARATION, ARRANGEMENT OR ADMISSION IN RESPECT OF THE INFRINGEMENT CLAIM; OR (VIII) IF CUSTOMER HAS NOT TAKEN ALL NECESSARY ACTIONS TO ENABLE SLB TO CONDUCT, ON CUSTOMER’S BEHALF, ANY LITIGATION, SETTLEMENT OR NEGOTIATIONS RELATED TO THE INFRINGEMENT CLAIMS RAISED BY THE THIRD PARTY. CUSTOMER SHALL RELEASE, PROTECT, DEFEND, INDEMNIFY, AND HOLD HARMLESS SLB GROUP AGAINST ANY CLAIM, EXPENSE, JUDGMENT OR LOSS FOR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT WHICH RESULTS FROM A CLAIM BASED UPON (I), (II), (III), (IV), (VI) AND/OR (VIII) ABOVE.

IF ANY OF THE WORK BECOMES, OR IN SLB’S OPINION IS LIKELY TO BECOME, THE SUBJECT OF A CLAIM OF INFRINGEMENT OR THE LIKE UNDER APPLICABLE PATENT, COPYRIGHT OR OTHER LAWS RELATING TO THE PROTECTION OF INTELLECTUAL PROPERTY, SLB WILL HAVE THE RIGHT, AT SLB’S SOLE OPTION AND DISCRETION, TO DO ONE OF THE FOLLOWING: (I) PROCURE FOR CUSTOMER THE RIGHT TO CONTINUE USING THE WORK; (II) REPLACE OR MODIFY THE WORK SO THAT IT BECOMES NON-INFRINGING, PROVIDED THE SAME LEVEL OF FUNCTIONALITY IS MAINTAINED; OR (III) REFUND/CREDIT TO CUSTOMER ANY AMOUNTS PAID TO SLB FOR THE WORK THAT CUSTOMER IS UNABLE TO USE OR IS PREVENTED FROM USING BY REASON OF SUCH CLAIM OF INFRINGEMENT. SLB’S SATISFACTION OF ITS OBLIGATIONS UNDER THIS ARTICLE 14. CONSTITUTES CUSTOMER’S SOLE AN EXCLUSIVE REMEDY AND SLB’S ENTIRE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT.

15. MISCELLANEOUS.

a. Orders: SLB reserves the right to accept or reject any Order issued by Customer or any request for Work under a previously agreed Order.
b. Force Majeure: SLB shall not be liable for any delay or non-performance due to governmental regulation, labor disputes, hostile action, weather, fire, acts of God or any other causes beyond the reasonable control of SLB.
c. Governing Law: If Work is furnished offshore or on navigable waters, General Maritime laws shall govern the Contract; in those instances where the General Maritime Law does not apply, the laws of the State of Texas shall apply and govern the validity, interpretation, and performance of the Contract.
d. Severability: Should any clause, sentence, or part of these General Terms and Conditions be held invalid, such holding shall not invalidate the remainder, and the General Terms and Conditions shall be interpreted as if the invalid clause, sentence, or part has been modified or omitted, if necessary, as required to conform to the jurisdiction purporting to limit such provision.
e. Compliance with laws: Customer and SLB respectively agree to comply with all laws, statutes, codes, rules, and regulations, which are now or may become applicable to operations covered by these General Terms and Conditions or arising out of the performance of the Work.
f. Jury Waiver: THE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT GRANTED BY STATUTE, RULE OR COURT OR OTHERWISE TO HAVE ANY SUIT, ACTION, PROCEEDING OR ISSUE TRIED BY A JURY. THE PARTIES HAVE WAIVED THE RIGHT TO TRIAL BY JURY KNOWINGLY AND VOLUNTARILY.

16. GENERAL COMMERCIAL CONDITIONS. Commercial conditions, prices and technical specifications for the Work shall be documented in an Order. Unless otherwise set forth in the relevant Order or otherwise agreed to in writing by SLB, the following commercial conditions shall apply:
a. Product Sales Are Final: Orders placed by Customer and accepted by SLB can only be canceled with SLB's written consent.
b. Return of Rentals: Rentals must meet the specifications set forth in the Order for return at the end of the rental period, and SLB may verify compliance at the time of return to SLB’s designated facility. If Rentals do not meet the specifications at the time of return, they shall, at SLB’s sole discretion, be sold to Customer AS-IS, WHERE IS AND WITHOUT WARRANTY, at then-current rates for sale of the same, and will be returned to Customer at Customer’s cost. Any waste found in Rentals upon return to SLB will be returned to Customer or disposed of at Customer’s cost.
c. Buy-Back of Fluids: Where buy-back of Fluids is agreed, buy-back is conditioned on Fluids meeting the minimum specifications upon return to SLB’s designated facility. Buy-back is also subject to space availability at SLB’s designated facility. Fluids not meeting the minimum specifications will be returned to Customer at Customer’s cost.
d. Pricing Changes: SLB has the right to revise pricing applicable to the Work at any time, including without limitation (i) whenever SLB determines that market conditions support such revision; and (ii) whenever SLB determines it has been impacted by an increase in the cost of providing products and/or services, including commodities, trucking, labor, materials and/or ancillary products, materials or services related thereto (as well as associated taxes and tariffs), regardless of variation from any pre-job quotes, orders, estimates or the like that may have been submitted by SLB. Such revisions may be adjusted post-job in accordance with the actual cost.
e. Pricing Exclusions: Quoted prices do not include any of the following items, which may be charged as determined by SLB for a given scope of work, and shall not be considered an exhaustive list: (i) mobilization and demobilization fees; (ii) stand-by (or crew and equipment) fees and demurrage (incurred by SLB Group), which shall apply in any and all circumstances other than when due to the sole fault of SLB; (iii) third party reimbursable fee of 20% (or as may otherwise be specified in SLB's applicable price list); (iv) fuel surcharges (as may be specified in SLB's applicable price list and subject to further adjustment based on the US Energy Information Administration (EIA) for US Retail On-Highway Diesel) and transportation/mileage fees; and (v) cancellation fees, return/restocking fees and buy-back fees.
f. Additional Work: Backup tools, additional services/products and new technology items that are not specifically included in the work scope described in the Order shall be quoted upon request.

17. EXPORT COMPLIANCE. Customer is advised that Work provided under the Contract is subject to the U.S. Export Administration Regulations, and diversion contrary to U.S. laws and regulations is prohibited. Without limiting the foregoing, the use, delivery and transshipment of the Work (or any other output from the Work), data and information in or through any countries that are or may be subject to the United States, United Nations, European Union or other similar trade sanctions/embargoes, is prohibited. Customer agrees not to directly or indirectly export, import, or transmit the Work to any country or end user, or for any end use, that is prohibited by any applicable U.S. law or regulation (including without limitation, to those countries, from time to time, subject to embargo by the U.S. government). Additionally, Customer agrees not to directly or indirectly export, import, transmit, or use the Work contrary to the laws or regulations of any other governmental entity that has jurisdiction over such export, import, transmission, or use. Customer represents and warrants that neither the United States Bureau of Industry and Security nor any other governmental agency has suspended, revoked, or denied Customer’s export privileges. Customer agrees not to use or transfer the Work for any use relating to nuclear, chemical, or biological weapons, or missile technology, unless authorized by the U.S. government by regulation or specific written license. Customer is responsible for complying with all applicable trade control and data residency regulations and any prohibitions or restrictions on the transfer of data across jurisdictions. If Customer uses the Work in violation of applicable trade control or data residency regulations, SLB may, at its sole discretion and without liability to Customer, immediately terminate any Order or this Contract.

18. PUBLICITY. Unless required by applicable laws, rules or regulations, neither party shall, or otherwise permit or cause any member of its Group to, issue or publish any press releases or make any public statements or publicize any information with respect to (i) the contents of these General Terms and Conditions, (ii) the Work contemplated to be performed under the Contract, and/or (iii) any transactions or occurrences arising as a result of the Work, without the prior written approval of the other party. Furthermore, the parties agree to confer with each other prior to any publication of any such information and to set forth such agreement in a separate writing.

19. CONFIDENTIALITY. Customer agrees to hold in strict confidence all information provided by SLB Group to Customer, all of which is SLB confidential information. Customer will not disclose such confidential information to any third party without written authorization from SLB, or except as required by law or legal process.

20. SLB ENTITIES. In the event that the parties enter into an Order subject to these General Terms and Conditions, Customer and SLB agree, and it is the intent of these General Terms and Conditions, that the parties identified herein as SLB shall not be jointly liable and shall only be severally liable to the extent of their respective obligations and liabilities hereunder. The specific party identified as SLB in the applicable Order shall be the party responsible for the applicable Work. Each SLB entity shall not be deemed a guarantor or surety with respect to the other SLB entities’ obligations and liabilities. This provision shall not impair SLB Group’s rights under Customer’s indemnity and hold harmless obligations provided herein.

Rev. WCD July 2025