STANDARD TERMS AND CONDITIONS OF SALE

1. Acceptance. All quotations offered by Tooling Components LLC (referred to as Tooling Components) are subject to acceptance within thirty (30) days from the quoted date.

2. Payment Terms . Subject to Tooling Components credit approval, Tooling Components' payment terms are Net-30 Days from the date of invoice. Tooling Components will add a 3% surcharge to credit card payments if you have credit approval and still pay with credit card..

3. Cancellation or Termination. The Buyer, only upon payment of reasonable cancellation charges related to expenses already incurred and/or commitments made by Tooling Components, may cancel any order placed with Tooling Components. Cancellations charges for made to order products are 100%. No termination by Buyer for default shall be effective unless and until Tooling Components shall have failed to correct such alleged fault within sixty (60) days after receipt by Tooling Components of written notice specifying such default.

4. Alterations. No alterations in specifications, either for total quantity, delivery, mechanical, electrical or other details may be made without written consent of Tooling Components and readjustment of price and estimated delivery.

5. Taxes . In addition to the prices stated in the quote, Buyer shall reimburse Tooling Components for any excise, sales or use tax incident to this transaction for which Tooling Components may be liable or compelled to collect.

7. Indemnity. Buyer agrees that it will indemnify and hold harmless Tooling Components, its officers, agents and employees, from and against any and all claims, losses, damages, causes of action, suits and liabilities of every kind, including all expenses of litigation, court costs and attorney’s fees, forfeiture of an oil, gas or mineral lease, damage to a producing reservoir or lease operations of lost production, arising out of, or in any way connected with the failure of, or the operation of the equipment sold by Tooling Components, unless Tooling Components is proven in court to be 100% solely negligence in its responsibilities.

8. Consequential Damages and Other Charges. Tooling Components will not be responsible or liable for any special, direct, indirect or consequential damages or for any operational interruptions or delays, production loss, or other damages or claims of whatever kind caused by or arising out of the fabrication, manufacture, sale, delivery, installation, use, breakage or performance of equipment sold or any part thereof, except only to the extent and in the manner set out in Item 12 below having to do with warranty.

9. Performance Guarantee. Performance is subject to manufacturer’s guarantees for horsepower and capacities and is subject to de-rating for actual site conditions.

10. Comments and Exceptions. When Buyer’s specifications are attached to or referenced in an invitation to quote, Tooling Components makes a thorough and sincere effort to review these and provide a quote based on Tooling Components' interpretation of the Buyer’s specification. Tooling Components' quote will clearly state what is included and what our interpretation is of Buyer’s requirements. It is the Buyer’s responsibility to review Tooling Components' quote carefully and advise Tooling Components of any discrepancies between Buyer’s specification and Tooling Components' quote. Tooling Components' quote constitutes Tooling Components' total offer and only those items; procedures, scope and content clearly stated in the quote are included and Tooling Components makes no guarantee that the products quoted will meet the Buyer’s specifications.

12. Warranty. Tooling Components warrants that the equipment of its own fabrication shall be free from defects in design, material, workmanship and title, under normal use, service, and operating conditions, for the period of one (1) year from date of start-up or commissioning or eighteen (18) months from date of shipment. Tooling Components' exclusive remedy for breach of this warranty shall be repair or replacement of any defective parts packaged by Tooling Components, EXW warehouse in Houston or El Paso, Texas. Accessories or equipment furnished by Tooling Components, but manufactured by others, shall carry that manufacturer’s warranty, which will be passed-on to Buyer. Tooling Components shall not be liable for any repairs, replacements, or adjustments to the equipment or any costs of labor performed by the Buyer or others without Tooling Components' prior written approval. Tooling Components will serve the Buyer by acting as Buyer’s representative in regard to warranty claims for items not manufactured by Tooling Components. However, warranty in all cases is limited to the manufacturers’ warranty. Any part(s) found to be defective will be replaced subject to each manufacturers’ respective warranty policy, which Tooling Components will administer. Any part(s) replaced that are not subsequently found to be defective by the manufacturer will be charged to the Buyer. Warranty labor for replacement or repair is on site only. Buyer is responsible for travel time, transportation and expenses to and from the closest Tooling Components location to the location of the subjected equipment. Should Tooling Components travel to the location and find that the cause is not warrantable, all expenses incurred by Tooling Components, to include labor, will be billed to the Buyer. Tooling Components will not be responsible for crane, barge, or special transportation charges associated with warranty repairs.

13. Literature. Tooling Components will provide upon request the manufacturers standard literature. This includes Spec Sheets, Bill of Materials, Drawings, Operation and Maintenance Manuals and/or Factory Test Reports. Tooling Components takes exception to all specification requirements & requests for non-standard factory literature.

14. Hours of Operation. This bid assumes all work will be done during normal business hours. Normal hours of operation for Tooling Components are 8 am – 5 pm Monday-Friday.

15. Shipping Dates. Any shipment date given herein is approximate and is estimated from the date of receipt of order with complete specifications, approvals and acceptance of Credit Application with Contractor & Job bonding information. Tooling Components shall not be liable for any loss or damage for delay or non-delivery due to the acts of civil or military authority, acts of the Purchaser or by reasons of force majeure, which shall be deemed to mean all other causes whatsoever not reasonably in the control of Tooling Components, including, but not limited to acts of God, war riots, or insurrection, blockades, embargoes, sabotage, epidemics, fires, strikes, lockouts or other industrial disturbances, delays of carriers, inability to secure materials, labor or manufacturing facilities. Any delay resulting from such causes shall extend delivery dates correspondingly. Tooling Components shall in no event be liable for any special, indirect or consequential damages arising from delay irrespective of the reason therefore, and receipt by the Purchaser shall constitute acceptance of delivery and waiver of any claims due to delay.

15. Freight and Handling. Unless otherwise provided in writing, freight charges on all shipments, and spotting, switching, demurrage, or drayage at destination are to be paid by Buyer. All incoming shipping and handling charges on all material on which the supplier of said material does not pre-pay or allow freight into Tooling Components' warehouse, and all outgoing shipping and handling charges on all shipments from Tooling Components to Buyer shall be borne by Buyer. Any difference in the amount of freight from that shown on the invoice as being included, is for Buyer’s account. Tooling Components reserves the right to designate origin and intermediate carriers. If a specific delivering carrier is required, Buyer must designate such carrier in writing to Tooling Components prior to shipment.