DRILAR CO - CONSPEC “TERMS AND CONDITIONS OF SALE”

The following Terms and Conditions of Sale shall apply to all CONSPEC’s goods which are distributed (sold) by Drilar Co (hereinafter defined as the “COMPANY”) to general customer(s) (hereinafter defined as the “PURCHASER”).

1. TERMS OF PAYMENT:

Unless further clearly stated in written by the COMPANY, considered Payment Terms includes a 100 % advanced payment at the moment of order placement.

2. QUOTATIONS:

A. Quotations delivered by the COMPANY are void unless accepted within thirty (30) days from date thereof, unless 

     otherwise stated and, in the meantime, are subject to change or withdrawal upon notice. Orders made thereon ARE NOT 

     BINDING until and unless provide written acceptance by the COMPANY. Shipping dates are approximate and are based

     upon prompt receipt of all necessary information and approved drawings whenever required/applies. Stenographic and

     clerical errors are subject to correction

B. The COMPANY (Drilar Co) is the sole representative for sales of CONSPEC atmospheric monitoring, communications and 

     process control products to the mining, power generation and oil and gas industries in Mexico, and for instance:
     

     I. The COMPANY DOES NOT RECOGNIZE any PURCHASER(s) claim about: any customer belonging; specific sales market              areas/territories; having customer’s exclusivity right to sell and/or to contact; sharing sales commission resulted from              direct sales made by the COMPANY; nor the exclusivity distribution of a group(s) of CONSPEC line products for any                  customer they maybe quoting for (or quoted in the past).

    II. The COMPANY understands that a PURCHASER from time to time may require a quotation for re-sale purposes to a                THIRD PARTY. The COMPANY will provide a quotation to the PURCHASER accordingly and will support (in good faith)

        PURCHASER, as reasonably possible, for succeeding on his sale. However, the COMPANY reserves the right, AND IS NOT

        LIMITED NOR RESTRICTED BY THE PURCHASER NOR ANY OTHER ENTITY, to

        simultaneously provide a quotation for the same product(s) to any other THIRD PARTY (including those PURCHASER’s     

        customer(s) whom are currently or have previously provided pricing ) in case the COMPANY has also being directly

        contacted by such any THIRD PARTY for whatsoever reason thus not existing any commitment/obligation of the 

        COMPANY to notify the PURCHASER about it.

   III. The COMPANY DOES NOT ACKNOWLEDGE any PURCHASER(s) claim(s) nor obligation for neither full or partial sales

        commissions payment resulted from a Purchase Order assigned to the COMPANY and derived from a direct sale from it

        to any THIRD PARTY and that the PURCHASER had also previously quoted.

   IV. The PURCHASER clearly understands and agrees with what stated within previous points (I. trough III., including this one

        IV.) and explicitly rejects taking any legal action against the COMPANY for either sale commission(s) claims; any other

        related expense(s) and/or any other matter whatsoever.

3. PRICE POLICY:

        A. Unless further clearly stated in written by the COMPANY, all provided prices are in USD.

        B. All CONSPEC products are priced Ex-Works, point of shipment.

        C. Shipping/Freight is NOT included. Please notice provided shipping/freight fee within the quotation is an estimation only. 

            Shipping updated total will be subject to be paid by PURCHASER and added to the invoice as a separate item.

        D. Quoted prices DO NOT INCLUDE TAXES. See Section “14. TAXES” for specific further details.

        E. PURCHASER is responsible for paying any related customs/import fee(s)/tax(es)

        F. Prices are subject to change without notice. Applicable price adjustment clause(s) will be stated at the time of quotation

            and a copy will be included as part of the quotation.

        G. When a price adjustment clause is not included as part of the quotation, orders or unshipped portions of orders subject

             to shipment more than 30 days from date of order will be invoiced at price in effect (upward or downward) at the time of   

             shipment.

4. DELIVERY & SHIPMENT:

Unless further clearly stated in written by the COMPANY, the following conditions apply to provided quotation(s):

        A. All CONSPEC products are delivered Ex-Works, point of shipment, regardless of transportation costs being “allowed”,

            “prepaid”, or “collect. The COMPANY AND CONSPEC consider any order as DELIVERED as soon as the good(s) leave

            CONSPEC’s premises/factory and it’s being handed over to any transportation/logistic/courier company.

        B. If PURCHASER and/or end user is located in Mexico, then:
             I. All CONSPEC products are shipped to US border ONLY.

            II. PURCHASER is responsible to specify an import house COMPANY name and address to be used as shipping address

                within purchase order at the moment of order placement. Shipping to PO Boxes addresses is not accepted.

           III. PURCHASER is responsible for scheduling shipping (pickup and shipping from provided import house) and for paying

                any related fee required for transportation to final destination of goods within Mexico Territory. Purchaser is also

                responsible for paying any related import/customs fee(s)/tax(es).

          IV. If PURCHASER and/or end user is located within the US, then PURCHASER is responsible to specify a shipping address     

               within US territory at the moment of order placement. Shipping to PO Boxes addresses is not accepted.

5. SHIPMENT DELAYS:
The Company shall not be liable for delays in shipment or non-shipment due to causes beyond its reasonable control or due to acts of God, acts of the PURCHASER, fires, strikes, labor disturbances, floods, epidemics, quarantine restrictions, war, insurrection or riot, civil or military authority, compliance with priority orders or preference ratings issued by the Government, freight embargoes, car shortages, wrecks or delays in transportation, unusually severe weather or inability to obtain necessary labor, materials or manufacturing facilities due to such causes or any of them. In the event of any such delay, the date of shipment will be extended, at a minimum, for a period equal to the period of delay. The contract of sale will in no event be subject to cancellation by the PURCHASER, whether due to delay in delivery or to any other cause, except by mutual agreement, nor shall the COMPANY be liable under any circumstances for special or consequential damages on account of delay.

6. CONSPEC PRODUCTS INSTALLATION & STARTUP LIABILITY:

We strongly suggest that new equipment installation and start-up should be conducted by CONSPEC personnel ONLY. An “Installation and Startup Service” will be quoted as an additional item within provided quotation. Please request it to your COMPANY representative if it is not the case.
Neither the COMPANY nor CONSPEC will be liable for any malfunction or failure of the CONSPEC infrastructure such as gas monitors, sensors; system(s), etc.; NOR OF ANY INCIDENT due to but not limited to: omissions; errors and/or bad practices during the installation process; misconfiguration(s) and/or incorrect calibration of products and sensors performed by third parties personal; nor for the modification, addition and/or replacement of CONSPEC original parts by other not CONSPEC original; CONSPEC used parts or sourced from a different provider than CONSPEC and/or Drilar Co.

Please also see provided CONSPEC “Warranty & Return Policy” terms for further liability information whether applies.

7. SPECIAL REQUIRED AND CHANNELIZED SERVICE

Any assistance requirement by PURCHASER such as Level 1 technical support, training or any other unspecified requirement will have to be channeled from the PURCHASER to DRILAR and NEVER DIRECTLY TO CONSPEC, except in case of an EMERGECY SITUATION.
An EMERGENCY SITUATION is considered when an unadverted event such as an accident happens, or emergency action is required to avoid it, and/or ultimately to keep safety of personal and mine’s operations.
The following are examples of requirements not considered as of EMERGENCY SITUATION such that they would have to be directly requested from PURCHASER to DRILAR / The COMPANY. They are listed here but not limited to: requests for quotations; purchase orders; requests for product information and/or first-level Technical Support (technical or procedural questions (s); warranty and/or RMA processing, training or any other unspecified requirement, such that by their nature, DO NOT JEOPARDIZE MINE PERSONAL SAFETY AND ITS OPERATIONS. Therefore, these can be resolved via e-mail or telephone.

The PURCHASER and / or end customer may contact CONSPEC directly ONLY if they require Level 2 and 3 Support, that is, if they require Immediate On-line assistance to address situations that could jeopardize Mine personal Safety and operations.

8. PENALTY CLAUSES:
The COMPANY will not accept any penalty or liquidated damage clauses of any kind, or any liability arising from such clauses, unless specifically approved in writing by a duly authorized representative of the COMPANY.

9. DAMAGE & LOSS CLAIMS:

The COMPANY shall not be responsible for loss, shortage or damage after receipt of “in good order” receipts from the transportation COMPANY. The COMPANY’s responsibility for loss, shortage or damage ceases with delivery to a common carrier, at which time title and risk of loss pass to the PURCHASER, and all claims for loss, shortage, damage or delay must be made to the carrier by the PURCHASER. Concealed damage claims must be reported to the carrier within 15 days from date of delivery. The COMPANY will reasonably assist the PURCHASER in securing satisfactory adjustment of any claims.

10. WARRANTY:

Drilar Co adheres to each specific Warranty term(s) described within the “CONSPEC Controls Inc.” (CONSPEC) products’ “Warranty & Return Policy”. Please review attached corresponding document for further detailed information.

11. RETURNED GOODS:
Drilar Co adheres to each specific Return Policy term(s) section described within the “CONSPEC Controls Inc.” (CONSPEC) products’ “Warranty & Return Policy”.

No goods shall be returned without PURCHASER having secured approval and applied terms for return from the COMPANY. The return of all goods including returnable shipping materials (whatsoever) will not be permitted under any condition without the COMPANY’s properly executed RMA (Return Materials Authorization) Form. Goods returned without complete identification in accordance with the COMPANY’s instructions or without charges prepaid will not be accepted. Please see “Return Policy” Section at CONSPEC’s ”Warranty & Returns Policy” for further detailed information.

12. PURCHASE ORDER ACCEPTANCE AND TERMINATION:

After acceptance by the COMPANY, an order shall not be terminated, in whole or part, by the PURCHASER except by agreement in writing from the COMPANY and any such agreement will be contingent upon payment of reasonable charges based upon expenses already incurred and commitments made by the COMPANY plus a charge of 30% of the contract price to compensate the COMPANY for indirect costs resulting from the termination. Please see “Return Policy” and associated “Restocking Fees” Sections at CONSPEC’s ”Warranty & Returns Policy” for further detailed information

13. RESCHEDULING:
Rescheduling of an order by the PURCHASER shall require agreement in writing from the COMPANY and renegotiation of the price and escalation terms to reasonably cover additional costs and commitments occasioned by the change. Delivery commitments made by the COMPANY are based upon complete specifications and/or information supplied by the PURCHASER with the order and upon prompt return of approval drawings (if required by the PURCHASER) by the date requested by the COMPANY. Rescheduling of an order by the COMPANY as a result of the PURCHASER’s delay in returning approval drawings shall require renegotiation of price and escalation terms to reasonably cover additional costs and commitments occasioned by the delay.

14. TAXES:
Prices quoted are exclusive of any present or future federal, state or local sales, use or excise taxes. If any such sales, use or excise taxes apply, they will be added to the invoice as a separate item unless PURCHASER has furnished an acceptable tax exemption certificate from such tax prior to shipment.

15. GENERAL:

        A. All orders or contracts shall be construed and governed by the laws of the State of Texas exclusive of its choice of law

            rules.

        B. All orders or contracts are subject to approval and acceptance by a duly authorized representative of the COMPANY.

        C. If these Terms and Conditions of Sale accompany or are referenced in an offer to sell, acceptance of such offer must be on

            these Terms and Conditions of Sale (as modified by any special terms of sale which may be included in the COMPANY’s

            quotations or acknowledgments).

        D. If these Terms and Conditions of Sale accompany or are referenced in the COMPANY’s acknowledgment of PURCHASER’s

             order, said acknowledgment shall be a conditional acceptance only of PURCHASER’s order, conditioned upon

             PURCHASER’s assent to these Terms and Conditions of Sale. PURCHASER’s acceptance of shipment shall constitute assent

             to these “Terms and Conditions of Sale”.

        E. Neither modifications of, nor additions to, the foregoing “Terms and Conditions of Sale”, oral or written, nor any conflicting

            terms or conditions incorporated in PURCHASER’s order shall be binding on the COMPANY unless specifically agreed to by

            the COMPANY in writing and signed by a duly authorized representative of the COMPANY.