Terms & Conditions

M&M International's Terms & Conditions

1. Definitions. For the purposes hereof, this quotation, order acknowledgement or invoice, as the case may be, are collectively referred to as the "Order". The “Seller” shall mean and refer to M&M International, LLC, and the customer to which this Order is addressed shall be referred to as the "Buyer". In addition, all goods, materials, and services (including without limitation repair services, scanning services, engineering services, machining services, torquing services, phosphating services, rental services, other services that are ancillary to the provision of goods and materials hereunder, as well as the corresponding service documentation/outputs of said services) shall be referred to as the "Materials". Both Seller and Buyer are referred herein collectively as the “Parties” or individually as a “Party”.
2. Acceptance. This Order shall be accepted and agreed to by Buyer: (i) by the execution and return of a sales order acknowledgement by the Buyer; or (ii) by Buyer's furnishing of a purchase order to Seller, whether it be the purchase order number only or in the form of a purchase order document or other similar document which may be construed as a purchase order, prior to which Seller has disclosed these Terms and Conditions to Buyer without express written rejection of same by Buyer; or (iii) by any other document furnished by Buyer, including but not limited to email, which informs Seller that Buyer accepts the Order, prior to which Seller has disclosed these Terms and Conditions to Buyer without express written rejection of same by Buyer; or (iv) by acceptance of the Materials from the Seller (including not timely rejecting the Materials as set forth in Section 6), prior to which Seller has disclosed these Terms and Conditions to Buyer without express written rejection of same by Buyer; or (v) if any conduct of Buyer evidences its acceptance of the Order. Deliveries are quoted from the date an approved purchase order is received by Seller. Any terms and conditions contained in purchase orders or similar forms of Buyer which add to, amend, qualify or are different from the terms of this Order are hereby rejected and shall be null and void and of no force and effect, regardless of whether such terms and conditions precede or follow this Order. It is intended by the Seller and the Buyer that this Order shall constitute the complete and exclusive agreement between the parties with respect to the subject matter hereof and may only be amended by written agreement executed by the authorized officers of Seller and Buyer. This Order (which, as defined above, consists of these Terms and Conditions, the applicable quote, and the applicable purchase order) is an agreement and contemplates a transaction separate and apart from other orders, agreements, and transactions between the Parties. Any sales order acknowledgement or sales quote or estimate issued by Seller is freely revocable by Seller at any time.
3. Quantity. The quantity of Materials ordered herein shall conform with those requested by the Buyer in the purchase order unless otherwise agreed to in writing by the Seller and the Buyer, or otherwise accepted by the Buyer in accordance with Section 2 hereof.
4. Termination; Survival. No Order shall be changed or terminated without the prior written consent of Seller. Even if Seller consents to a requested termination, unless otherwise agreed to in writing by Seller and Buyer, Buyer shall remain responsible for the full purchase price of the Materials. Additionally, any termination of all or part of any Order may, in Seller’s discretion, be subject to a restocking charge from Seller, which may include all purchases, tooling, set-up, mobilization and other costs, expenses and commitments incurred by Seller. Buyer understands and agrees that some Materials, due to their configuration, cannot be resold in the normal course of business. In all cases, termination by Buyer shall be effective only if given in writing by Buyer and consented to in writing by the Seller, which consent may be withheld for any reason, or no reason at all. The provisions of Section 17 (Confidentiality), 18 (Ownership of Intellectual Property), 19 (Representation and Warranties of Buyer), 20 (Waiver of Liability and Indemnification), 24 (Limitation of Liability), 26 (Limited Warranty; Disclaimer and Waiver of Other Warranties) shall survive termination of this Order.
5. Title, Risk of Loss, & Delays. Unless otherwise specified on the face of the Order, delivery shall be EXW Seller’s facility (INCOTERMS 2020). Title and risk of loss or damage to any Materials sold by the Buyer to the Seller shall pass to the Buyer from the Seller upon delivery to the common carrier. Buyer will arrange for documentation, security and payment of any duty as an importer for the Materials. In the absence of instructions to the contrary, Seller will select the carrier. Materials will be shipped in Seller’s standard packaging unless otherwise agreed by Seller in writing, and Buyer pays Seller’s costs of all agreed special packaging. Delivery schedules are estimates only and are not guaranteed by Seller, but Seller will attempt to deliver Materials within a reasonable time, taking into account Buyer’s need to obtain the Materials, the availability of transportation, the existence of special orders and other commercial matters. Seller reserves the right to deliver Materials in advance of established delivery schedules and to arrange for the Materials to be delivered in a single delivery or in multiple deliveries. If Seller makes a change in a particular delivery schedule, Seller will give Buyer prompt notice and the estimated shipping dates of the affected Materials.   If any delivery is delayed on account of Force Majeure or other causes beyond the reasonable control of Seller, the Seller shall notify the Buyer within a reasonable timeframe of when Seller becomes aware of such delays. Buyer shall be responsible for ad valorem and other taxes on the Materials after delivery to the common carrier.
6. Quality and Inspection. All Materials furnished by Seller shall conform to the specifications on this Order. In no event shall Seller be responsible for defects in any materials furnished by the Buyer or materials purchased from a third-party supplier at the request of Buyer. Such material will be provided at Buyer's sole and exclusive risk. Buyer further agrees that all deliveries shall be deemed accepted unless Buyer notifies Seller of any nonconforming Materials within thirty (30) days after the date of delivery; it being agreed that time shall be of the essence in Buyer's rejection of any Materials and that Buyer is encouraged to promptly test and inspect the same. In all cases where a rejection is timely made by Buyer, Seller shall be given the opportunity to remedy the matter as provided herein. Whenever any Materials are timely rejected, Buyer shall furnish Seller with all inspection and test results and return the rejected Materials to Seller, upon Seller's request.
7. Specifications. Any specifications described in the Order which are internally adopted, established, or used by Seller shall be exclusively based upon the methods of testing and inspection employed by Seller in its normal course of business. Notwithstanding any reference to desired results of other standards, it being agreed that all Seller specifications indicated in this Order shall control and prevail over all others which may be similar thereto; regardless of whether the same may be expressly stated in this Order.
8. Access and Cooperation. Should Seller be required to visit the location of Buyer or the location where Buyer’s equipment is housed in order to obtain information necessary to quote and/or produce the Materials, Buyer shall provide access to the location and items necessary in order to obtain the information. Said items shall be readily and easily accessible and free from obstructions and dangerous conditions.
9. Accuracy of Information. Buyer shall be responsible for providing accurate and complete information regarding the Materials required. Seller shall not be responsible for costs associated with inaccurate information provided by Buyer to Seller for the purposes of quoting and producing the Materials.
10. Scanning Service Accuracy and Verification. Seller will put forth its best efforts to obtain and deliver accurate measurements when providing scanning services Materials. However, Seller cannot guarantee absolute precision due to the nature of the scanning services and the manner in which they must be performed. Buyer understands that the scanning service process is one that requires specialized scanning equipment, and that said equipment may not in all cases be able to obtain complete and accurate measurements. Therefore, Buyer understands and agrees that scanning services Materials provided by Seller as an output of this Order should be used only for reference. Further, it is the responsibility of Buyer to verify the scanning services Materials against the requirements of Buyer. As such, Seller makes no representation or warranty with respect to the reliability, accuracy, fitness, validity, nature, or content of the scanning services. Under no circumstances shall Seller be liable to the Recipient for any loss, damages, or expenses which the Recipient may suffer, sustain, pay, or incur due to the use or reliance of the scanning services Materials.
11. Scanning Service Review and Corrections. Should Buyer find any errors in the scanning services Materials provided by Seller, Buyer should contact Seller in writing within 14 days of receipt, and thereafter Seller shall evaluate the circumstances and determine whether corrective action should be taken.
12. Price and Taxes. The prices for all Materials are indicated in this Order, but may be exclusive of federal, state and local sales, use, excise and other taxes (including any and all VAT) which Seller is required by law to collect. Such taxes, if any, shall be separately stated in Seller's invoice and will be paid by Buyer unless an exemption is available and proper documentation of such exemption is provided to Seller by Buyer. Buyer shall defend, indemnify and hold the Seller harmless from and against any and all claims, losses and expenses (including reasonable attorneys’ fees) against the Seller with respect to the sale of the Materials hereunder if Seller relies on an exemption from such tax at the request of the Buyer.
13. Payment. Buyer and Seller acknowledge and agree that Seller may evaluate and examine Buyer’s creditworthiness, solvency, and financial matters using information, tools, resources, and mechanisms of Seller’s choosing, and Buyer agrees to cooperate with Seller in connection with those endeavors, including without limitation by providing Seller with information pertaining thereto upon Seller’s request. Seller reserves the right to require Buyer to satisfy its payment obligations under the Order, including without limitation to pay the purchase price for the Materials in cash upon demand from Seller, in which case Seller’s obligations under the Order are contingent on its timely receipt of such cash payment in accordance with its demand. If no such demand for cash payment is made by Seller, unless otherwise specified in the Order, payment shall be net thirty (30) days from invoice date, and Seller shall be entitled to invoice upon delivery to the common carrier. For any amount outstanding past the payment date required by this Section 13, Buyer shall be liable to pay interest of 1½% per month on the balance outstanding or the maximum amount allowed by applicable law, whichever is less. The failure of Buyer to notify Seller in writing of any dispute regarding an invoice within ten (10) days after receipt thereof shall constitute a waiver by Buyer of all rights to dispute the calculation or amount therein. Notwithstanding anything to the contrary, Buyer must timely pay any portion or amount of the invoice that is undisputed.
14. Purchase Money Security Interest. As collateral security for the performance by Buyer of its payment obligations under this Order, Buyer hereby grants to Seller a security interest in all of the Materials, whether owned by Buyer now or at any time in the future, wherever located, together with all accessions, additions, replacements and substitutions, and all related accounts, chattel paper, documents and general intangibles, all records of any kind relating to the foregoing and all proceeds (including insurance, chattel paper, and account proceeds). The security interest granted under this Section 14 by Buyer is intended to be, and is, a purchase money security interest and is in addition to any privilege or lien granted to Seller by applicable law. Buyer hereby authorizes Seller to execute and file any financing statement, and take any action, as may be necessary to protect Seller’s purchase money security interest in the Materials.
15. Cartage, Packaging, & Transportation. Unless specifically provided in this Order to the contrary, Seller shall not pay for any boxing, cartage, duties, insurance, freight or other ancillary fees in shipping any Materials to be delivered hereunder, all of which shall be for the account of and paid by Buyer.
16. Changes. Subject to the other conditions contained herein, the Buyer may at any time request changes in this Order, but such changes shall not be effective unless and until approved and confirmed in writing by Seller. In the event a change is requested which affects the delivery or price of the Materials, then Seller shall notify the Buyer of such changes. In the event a change results in an increase in price, such increase automatically shall be added to the price unless Buyer rejects the same within two (2) days following receipt of Seller's notice. In the event Buyer rejects this Order due to price increases contemplated by this paragraph of the agreement, the restocking provisions contained in Section 4 of this agreement shall apply.
17. Confidentiality. The terms of this Order and all other Confidential Information of Seller, including but not limited to pricing, shall be kept confidential by Buyer, and shall not be disclosed, published or disseminated to third parties. Buyer shall take all reasonable steps to minimize the risk of disclosure of Confidential Information or transfer, including without limitation, if applicable: (i) ensuring that only its employees whose duties require them to possess such information or materials have access thereto; (ii) exercising at least the same degree of care that it uses for its own proprietary information but in no case less than reasonable care; and (iii) providing proper and secure storage for the Confidential Information. This provision shall survive the termination and fulfillment of the Order. Buyer acknowledges that the confidentiality of the Seller’s information is vital to the operations of the Seller, and Buyer agrees that irreparable damage for which monetary damages would not be adequate may occur in the event that Buyer breaches this provision or fails to perform its obligations herein. Thus, the Buyer acknowledges that the Seller shall be entitled to injunctive relief, without the necessity of posting bond, to prevent breaches, or further breaches, of the confidentiality provisions hereof, in addition to monetary damages. As used herein, “Confidential Information” means this Order and its terms and conditions and all know-how, inventions, trade secrets, financial, sales, and marketing information, whether or not patentable, sales figures, employee and customer information, and any other information that Buyer reasonably should know is confidential. Notwithstanding the foregoing, Confidential Information shall not include information which: (A) is or becomes public knowledge through no fault of Buyer; (B) is in the future legally received by Buyer from a third party free of any obligation of confidentiality; (C) is legally in the possession of Buyer free of any obligation of confidentiality and prior to receipt from Seller, which possession shall be proven by documentary evidence; or (D) is independently developed by Buyer, which independent development shall be proved by documentary evidence. In the event any party or any officer, director, shareholder, member, or representative of Buyer is required to disclose Confidential Information of Seller by subpoena, discovery, or legal process, then Buyer shall utilize its best efforts to notify Seller prior to any disclosure so as to provide Seller with an opportunity to intervene for the purpose of protecting its interests in non-disclosure. Any waiver by Seller of these confidentiality obligations which allows Buyer to disclose Confidential Information to a third party must be in writing and will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences. Upon termination of this Order, Buyer will cease all use of Confidential Information of Seller and upon request, will return such Confidential Information of Seller or certify that it has been destroyed.

Further, Seller understands that, in order to supply the Materials, Buyer may disclose information that could be considered Confidential Information by the Buyer. Such Confidential Information should be clearly indicated by Buyer as confidential. Said Confidential Information shall be kept confidential by Seller, and shall not be disclosed, published, or disseminated to third parties without Buyer’s consent, except as required by law. Notwithstanding the foregoing, Confidential Information shall not include information which: (A) is or becomes public knowledge through no fault of Seller; (B) is in the future legally received by Seller from a third party free of any obligation of confidentiality; (C) is legally in the possession of Seller free of any obligation of confidentiality and prior to receipt from Buyer, which possession shall be proven by documentary evidence; or (D) is independently developed by Seller, which independent development shall be proved by documentary evidence. In the event any party or any officer, director, shareholder, member, or representative of Seller is required to disclose Confidential Information of Buyer by subpoena, discovery, or legal process, then Seller shall utilize its best efforts to notify Buyer prior to any disclosure so as to provide Buyer with an opportunity to intervene for the purpose of protecting its interests in non-disclosure.

18. Ownership of Intellectual Property. The parties agree that, with the exception of scanning services Materials, Seller owns and has exclusive rights to all intellectual property, including without limitation trade secrets, inventions, ideas, processes, techniques, formulas, written works, discoveries, procedures, systems, machines, articles, methods, uses, apparatuses, compositions of matter, designs, configurations, computer programs or software, source codes, object codes, copyrightable material, notes, records, drawings, specifications, trade and service marks, trade dress, know-how, concepts of any kind, including without limitation anything that constitutes an “invention” under the United States patent laws, and any improvements to them, that are discovered, conceived, reduced to practice, developed, created, made or produced jointly or individually by the parties in connection with providing the Materials or other performance under this Order (collectively, the “Intellectual Property”). Buyer acknowledges and agrees that Seller is the sole and exclusive owner of all rights in and to all Intellectual Property including, but not limited to, the right to use, sell, license, or otherwise transfer or exploit the Intellectual Property and the right to make such changes in it and its uses as Seller may determine in its sole discretion, and nothing herein assigns, transfers, or conveys to Buyer any of the foregoing. To the extent Buyer nevertheless has or acquires any right, title, or interest in any Intellectual Property (throughout the United States and in all foreign countries), Buyer hereby conveys and assigns to Seller all of same, free and clear of all liens and encumbrances, which will be and hereby is the sole and exclusive property of Seller to the fullest extent possible by law. Nothing herein assigns, transfers, or conveys to Buyer any of the Intellectual Property. Buyer agrees that it will not de-compile, reverse engineer, or otherwise attempt to derive, obtain or modify any of the Intellectual Property. Buyer agrees that it will not challenge or attack the title or any rights of Seller in and to any of the Intellectual Property. Seller shall have the sole right and discretion to bring infringement, misappropriation, or unfair competition proceedings involving the Intellectual Property, but shall not have the obligation to bring such proceedings. Buyer will not at any time, directly or indirectly, dispute the validity of the Intellectual Property, or cooperate in any third party suit or third party proceeding, which challenges Seller’s rights in the Intellectual Property.

Seller shall indemnify and hold Buyer harmless from and against any liability, loss, damage, judgment or award resulting from infringement of a valid US patent by Materials which are manufactured, fabricated, or supplied by Seller for this Order. Seller's obligations shall also not apply to infringement relating to (i) any goods which are supplied by Buyer or other third party, (ii) any Materials manufactured, fabricated, produced, processed, or delivered by Seller to Buyer based on goods, products, assemblies, ideas, drawings, designs, specifications or requirements supplied or produced by Buyer or another third party, (iii) any use of the Materials by Buyer, or (iv) Materials supplied by Seller to Buyer as a result of scanning services ordered by Buyer from Seller. Seller's sole liability to Buyer hereunder shall be, if possible and at Seller's option, to modify, at Buyer’s cost, the Materials so that they are non-infringing. Buyer shall be required to give immediate notice to Seller of any such claims that Buyer becomes aware of. Buyer shall have no claim of ownership with respect to any intellectual property manufactured, fabricated, or supplied by the Seller hereunder.

19. Representations and Warranties of Buyer. Buyer warrants and represents that: (a) it has full power, authority and legal right to execute and deliver, and to perform fully and in accordance with all of the terms of this Order; (b) the entering of this Order by Buyer does not violate any agreements, rights, or obligations existing between Buyer and any other person, entity, or corporation; and (c) all Intellectual Property arising from or relating to the Materials, including without limitation inventions, ideas, processes, formulas, written works, designs, discoveries, and improvements related to, incorporated into, or part of the Materials and/or the development, manufacture, or supply thereof, whether before or during the term of this Order, do not infringe, violate, or misappropriate any trademark, trade name, copyright, patent or other intellectual or proprietary rights of any person not a party hereto.
20. Waiver of Liability and Indemnification. Buyer acknowledges that Seller has no control over the manner and uses to which the Materials will be used, nor the environment that the Materials will be subjected to. Therefore, Buyer assumes, and Seller disclaims, all  responsibility and liability  arising out of, or in any way related, to the use of the Materials, and Buyer agrees to DEFEND, INDEMNIFY, and HOLD Seller and its affiliates and related entities, employees, representatives, officers, and agents HARMLESS from and against all claims, causes of action, liabilities, damages, losses, and expenses (including without limitation, attorneys’ fees, expert witness fees, court costs, and all other cost of defense) for or arising out of or from the following: (1) bodily injury, death, or property damage; (2) bodily injury, death, or property damage arising out of or resulting from the performance of services to control a wild well; (3) loss of well, including the cost to drill a replacement well, loss of the well bore or portion of the well bore, the loss of reservoir and underground damage, including but not limited to loss of hydrocarbons and the reservoir itself; (5) well control , including but not limited to the cost to control the well and the cost to drill a replacement well; (6) pollution and contamination, including, but not limited to, damage to the soil, sediment, vegetation,  surface water, subsurface, and groundwater, and the cost to remove and remediation any pollution and contamination; and (7) loss or liability for damages or any expense arising from the use of scanning service Materials by Buyer or any third party. Buyer’s obligation to DEFEND, INDEMNIFY, and HOLD Buyer HARMLESS applies regardless of whether or not the claims, causes of action, liabilities, damages, losses, and expenses are caused, in whole or in part, by the negligence, omission, strict liability, contractual liability, or fault of Seller and whether or not caused by a pre-existing condition.

Buyer further agrees to DEFEND, INDEMNIFY, and HOLD Seller and its affiliates and related entities, employees, representatives, officers, and agents HARMLESS from and against all claims, causes of action, liabilities, damages, losses, and expenses (including without limitation, attorneys’ fees, expert witness fees, court costs, and all other cost of defense) for or arising out of or from the following: (a) any inaccuracy in any representation of Buyer in this Order; (b) any alleged act or omission of Buyer related to this Order and/or any term or condition set forth herein; (c) any use, ownership, license, lease, possession, or transfer of the Materials after it is delivered to Buyer under this Order to the extent not caused by a breach or default by Seller of a warranty or obligation under this Order; and (d) any allegation of infringement, violation, or misappropriation of any Intellectual Property arising from or relating to the Materials.

Buyer further waives any right that it may have against Seller and its affiliates and related entities, employees, representatives, officers, and agents, either directly or through subrogation, for all claims, causes of action, liabilities, damages, losses, and expenses (including without limitation, attorney’s fees, expert witness fees, court costs, and all other cost of litigation), in any way arising out of, or related to the use of the Materials. FURTHER, IN NO EVENT WILL SELLER BE LIABLE TO BUYER, AND BUYER EXPRESSLY RELEASES AND HOLDS SELLER HARMLESS FROM AND AGAINST ALL INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, AND PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOSS OF EQUIPMENT, LOSS OF BUSINESS, LOSS OF PROFIT, AND BUSINESS INTERRUPTION, REGARDLESS OF WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY THE NEGLIGENCE, OMISSION, STRICT LIABILITY, OR CONTRACTUAL LIABILITY, OR FAULT OF SELLER, AND WHETHER OR NOT CAUSED BY A PRE-EXISTING CONDITION.

This provision does not limit or exclude any other claim and/or remedy that Seller may have and/or that may be available to Seller under this Order and/or applicable law.

Notwithstanding anything to the contrary, Buyer and Seller intend and agree to have all indemnity provisions in this Order be broadly construed to the fullest extent permitted by applicable law in effect from time to time, including but not limited to La. R.S. 9:2780. To the fullest extent permitted by applicable law, the parties specifically intend that neither the terms of this Order nor any document pertaining to or relating to the Order shall ever be construed to create an indemnity obligation in excess of that permitted by applicable law. To the extent any of the indemnity obligations, or any portion thereof, in this Order are unenforceable as written, then the parties intend that said indemnity obligations, or the unenforceable portion(s) thereof, under this Order shall be limited to the extent necessary to comply with applicable law that cannot be varied by contract.

Without intending to limit the general severability provisions of this Order, the parties specifically intend and agree that if any indemnity or insurance provision, or any portion thereof, of this Order is unenforceable for any reason, such provision, or the unenforceable portion(s) thereof, shall be adjusted rather than voided, if possible and to the fullest and broadest extent permitted by applicable law, in order to achieve the stated intent of the Parties. To the fullest extent permitted by applicable law, all other indemnity and insurance provisions, and all other provisions thereof, shall be deemed valid, binding and still enforceable, with any such unenforceable provision or provisions, or the unenforceable portion(s) thereof, being deemed to have been included as a result of a mutual error or mistake by all parties to this Order and that such provisions, or the unenforceable portion(s) thereof, are not the primary purpose for entering into this Order. The provisions of this Section 16 shall control over all other provisions of this Order or of any other document pertaining or relating to this Order.

21. Seller's Equipment. Except when Seller's equipment (rental equipment and the like) is lost or damaged as a result of the gross negligence or willful misconduct of Seller, Buyer agrees to reimburse, defend, indemnify, and hold Seller harmless from any and all damages relating to the loss of, or damage to, Seller's tools or equipment (i) occurring in the hole, or in the drill string, or (ii) occurring while in the possession and control of Buyer or in transit to work site by transportation arranged by Buyer. Buyer will reimburse Seller for the current new replacement cost of any of Seller’s equipment used in conjunction with this Order that is lost or damaged.
22. Insurance. Buyer shall cause to be written and pay the premiums of a policy or policies of insurance in the form generally known as general comprehensive policies, insuring Buyer and Seller against claims and demands made by any person whomsoever for injuries received in connection with, or for liability arising out of or related to this Order, including but not limited to liability for indemnification set forth in Section 22, each class of which policies shall have been written with limits of not less than $5,000,000 for damages incurred or claimed by any one person for bodily injury or death, plus $5,000,000 for damages to property, for not less than $5,000,000 per occurrence and $10,000,000 in the aggregate for damages incurred or claimed by more than one person for bodily injury or death. All policies of Buyer shall expressly waive subrogation as to Seller, its affiliates, and insurers. The amount of insurance required to be carried by Buyer shall not be, to any extent, a limitation on Buyer’s indemnity obligations or waiver of subrogation set out in Section 16. All such policies shall name Buyer and Seller, as their respective interests may appear, as the persons insured by such policies. Buyer shall not be a named an additional insured on any insurance policy obtained by Seller. In the event any policy of Seller provides coverage for injuries received in connection with, or for liability arising out of this Order, its coverage shall be excess only with respect to the policy(ies) obtained by Buyer, which shall be primary. Buyer will provide Seller with certificate(s) of insurance attesting to the issuance of the policy or policies required by this Section 22, and will require the insurer to send notice of cancellation to Seller at the address provided in the applicable Purchase Order, to be received by Seller at least thirty (30) days prior to the effective date of cancellation.
23. No Consequential Damages. In no event shall Seller be liable to Buyer, and Buyer hereby expressly RELEASES, INDEMNIFIES AND HOLDS SELLER HARMLESS from and against all punitive, indirect, incidental or consequential damages resulting from or arising out of the Order, including without limitation, loss of profit, loss of or inability to use property (including rig time) and equipment or business interruption, howsoever the same may be caused, regardless of ownership, regardless of whether or not occasioned by or resulting from the negligence, strict liability, breach of warranty or other fault of Seller, in whole or in part, whether sole, joint, active or passive.
24. Limitation of Liability. To the greatest extent permitted under applicable law, the maximum liability, if any, of Seller for all damages with respect to this Order, the Materials, and/or any document, instrument or agreement entered into in connection with this Order or contemporaneously with this Order (including without limitation contract damages and damages to persons or property, whether arising from Seller’s breach of this Order and/or any document, instrument or agreement entered into in connection with this Order or contemporaneously with this Order, negligence, strict liability, other tort, or otherwise) is limited to an amount not to exceed the total amount paid or payable by Buyer to Seller under or pursuant to this Order. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT ALLOWED BY LAW, SELLER DISCLAIMS, AND BUYER (FOR ITSELF AND ITS AFFILIATES, AS WELL AS THEIR SUCCESSORS AND ASSIGNS) WAIVES AND RELEASES SELLER FROM, ALL OBLIGATIONS OR LIABILITIES OF ANY KIND TO THE EXTENT ARISING FROM ACTS, OMISSIONS, NEGLIGENCE, OR FAULT OF THE ANY THIRD PARTY.
25. Force Majeure. Seller shall not be in default or liable to Buyer for any costs on account of any failure to perform or for any delay in making deliveries under this Order if the same are attributable to a Force Majeure condition. In all cases involving a Force Majeure condition, this Order shall continue in effect and shall be unaffected thereby (except for delivery dates, which shall be extended). As used herein, the term "Force Majeure" shall mean all acts and events beyond the reasonable control of Seller or any of its suppliers or contractors including, but not limited to acts of God, acts of the public enemy, insurrections, riots, civil disturbances, strikes, boycotts and other direct consequences of a labor dispute or an industrial disturbance, fires, explosions, floods, severe weather conditions, pandemic or health crisis, breakdowns of or damage to machinery, tools, equipment or production facilities, freight embargoes, power or utility failures, laws, rules, regulations, ordinances, restraining orders and preliminary injunctions, shortages of or the inability to contract for or obtain equipment, materials, supplies, machining or manufacturing services, or transportation facilities, and any orders, acts, or other similar causes beyond the reasonable control of Seller.
26. Limited Warranty; Disclaimer and Waiver of Other Warranties.

(a) Seller warrants that the Materials shall: (i) conform to the specifications set forth in the Order or, if none are set forth therein, to Seller's standard specifications, if any, for the Materials, and (ii) be free of material defects in material and workmanship at the time of delivery. Notwithstanding anything to the contrary, the foregoing warranties do not apply to (i) used Materials that have been repaired or worked over; (ii) Materials that have been modified or subjected to improper handling, storage, installation, operation, or maintenance, including use of unauthorized replacement parts; (iii) component parts or materials not manufactured by Seller, whether purchased by Seller or furnished by Buyer, such parts or materials being subject to any applicable manufacturer's warranty, if any; (iv) Materials, or parts thereof requiring replacement because of natural wear and tear; (v) the design of Materials; (vi) models or samples furnished to Buyer as illustrations only of general properties of the Materials; and (vii) scanning services Materials provided by Seller to Buyer or a third party as an output of this Order. Any warranty relating to repaired or worked over products expressly assumes and contemplates that parts normally considered consumables (including, but not limited to, rubber goods, springs, seals (rubber, polymer, and/or metallic), and/or bearings) are replaced during overhaul. If Buyer requests that such parts not be replaced, Seller hereby disclaims all warranties for said repaired or worked over products and no such warranty shall be provided by Seller with regarding thereto.

(b) THE AFFIRMATIVE WARRANTIES EXPRESSLY SET FORTH IN THE PRECEDING PARAGRAPH ARE IN LIEU OF ALL OTHER WARRANTIES OF SELLER. TO THE MAXIMUM EXTENT ALLOWED BY LAW, SUBJECT TO THE AFFIRMATIVE WARRANTIES EXPRESSLY SET FORTH IN THE PRECEDING PARAGRAPH, BUYER’S ACCEPTANCE OF THE MATERIALS CONSTITUTES BUYER’S ACCEPTANCE OF SUCH MATERIALS “AS IS, WHERE IS,” AND SELLER DISCLAIMS AND MAKES NO, AND BUYER (FOR ITSELF AND ITS CUSTOMERS AND AFFILIATES, AS WELL AS ITS AND THEIR SUCCESSORS AND ASSIGNS) WAIVES ALL, OTHER WARRANTIES, EXPRESS OR IMPLIED, VERBAL OR WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION AS TO DESIGN, OPERATION, CONDITION, QUALITY, OR RESULTS, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, NONINFRINGMENT OF THRID PARTY INTELLECTUAL PROPERTY RIGHTS, FITNESS FOR A PARTICULAR USE, TITLE, CAPACITY OR SUITABILITY FOR ANY PARTICULAR PURPOSE, THE ABSENCE OF LATENT OR OTHER VICES OR DEFECTS IMPOSED BY LA. CIV. CODE ARTS. 2520 THROUGH 2548 OR OTHERWISE (WHETHER OR NOT DISCOVERABLE, WHETHER OR NOT ARISING BEFORE OR AFTER THE MATERIALS ARE RECEIVED OR THE SERVICES ARE RENDERED, AND WHETHER OR NOT KNOWN TO SELLER), PEACEFUL POSSESSION, THE LACK OF INFRINGEMENT ON ANY PATENT, TRADEMARK OR COPYRIGHT, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE MATERIALS, OR CONFORMITY OF THE MATERIALS TO THE PROVISIONS AND SPECIFICATIONS OF ANY PURCHASE ORDER, ORDER, OR PROPOSAL RELATING THERETO THAT DEVIATES FROM THE REQUIREMENTS OF THIS ORDER; BUYER ACKNOWLEDGES AND DECLARES THAT NEITHER SELLER NOR ANY PARTY, WHOMSOEVER, ACTING OR PURPORTING TO ACT IN ANY CAPACITY WHATSOEVER ON BEHALF OF SELLER HAS MADE ANY DIRECT, INDIRECT, EXPLICIT, OR IMPLICIT STATEMENT, REPRESENTATION OR DECLARATION, WHETHER BY WRITTEN OR ORAL STATEMENT OR OTHERWISE, AND UPON WHICH BUYER HAS RELIED, CONCERNING THE EXISTENCE OR NON-EXISTENCE OF ANY QUALITY, CHARACTERISTIC, OR CONDITION OF ANY MATERIALS OTHER THAN AS EXPRESSLY SET FORTH IN THIS ORDER.

(c) If Seller breaches the foregoing warranties with regard to any Materials, Seller’s sole liability and Buyer’s sole remedy shall be as follows: Seller shall, at its sole expense and its sole option either (i) replace the non-conforming Material with Material conforming to such warranty; or (ii) repair the non-conforming Material; or (iii) refund the purchase price or other consideration for the non-conforming Material.

(d) Seller shall have no liability to Buyer for warranty claims relating to the Materials unless (1) the alleged defective Materials are (i) upon request of Seller, delivered to Seller for inspection and analysis; and (ii) unaltered following original delivery by Seller; and (2) Buyer gives Seller written notice of Buyer’s claims immediately upon discovery of same and in no event later than the earlier of the following: (i) eighteen (18) months after the date of delivery by Seller; or (ii) twelve (12) months after the date of installation of the Materials; or (iii) if the Materials are services, including without limitation repair or work-over services, thirty (30) days after the date the services are provided.

Seller's sole and exclusive limited warranty for the Materials is as follows: (a) THE TERMS OF THIS PARAGRAPH APPLY TO ANY SERVICES AND ANY EQUIPMENT RENTED WITH OR WITHOUT SERVICE PERSONNEL. Seller will use reasonable efforts to ensure that all service personnel furnished are competent and rental equipment is in good condition, normal wear and tear excluded. Seller personnel will attempt to perform the services requested; however, because of the nature of the work to be accomplished and unpredictable conditions, the results of such services cannot be and are not guaranteed by the Seller. Seller warrants the services provided hereunder for a period of thirty (30) days. Seller's liability for breach of this warranty is expressly limited to, at its sole option, the repair or replacement of the rental equipment which prove to be defective during the warranty period, the re-performance of services which prove to be defective during the limited warranty period, or a refund of the consideration attributable to the defective services or equipment. In no event shall the cost or expenses associated with reperforming the services exceed the amount originally charged for such services or equipment. (b) THE TERMS OF THIS PARAGRAPH APPLY TO THE SALE OF ANY MATERIALS. Seller warrants that Materials sold pursuant hereto shall conform to the specifications and descriptions listed on the Order, or if none are listed, then to Seller's standard specifications for such Materials and to be free of material defects in material and workmanship at the time of shipment from Seller’s facility, and thereafter for a period of eighteen (18) months from the date of delivery to the Customer of the Materials or twelve (12) months from the date of installation of the Materials, whichever is earlier. The above warranty does not apply to (i) used Materials that have been repaired or worked over; (ii) Materials that have been modified or subjected to improper handling, storage, installation, operation, or maintenance, including use of unauthorized replacement parts; (iii) component parts or materials not manufactured by Seller, whether purchased by Seller or furnished by Buyer, such parts or materials being subject to any applicable manufacturer's warranty; (iv) Materials, or parts thereof requiring replacement because of natural wear and tear; (v) the design of Materials; and (vi) models or samples furnished to Buyer as illustrations only of general properties of the Materials. Seller's sole and exclusive liability for breach of this warranty is expressly limited to, at its sole option, the repair or replacement EXW Seller's facility of Materials which prove to be defective during the warranty period or a refund of the consideration attributable to the defective Materials. In no event shall Seller's liability for breach herein exceed the purchase price of such Materials and the defective Materials must be returned to Seller for inspection and analysis in order for this warranty to be effective. (c) THE TERMS OF THIS PARAGRAPH APPLY TO THE SALE OF ANY SCANNING SERVICES AND THEIR OUTPUTS. (d) THE LIMITED EXPRESS WARRANTY STATED IN (a) AND (b) ABOVE, AND THE STATED REMEDIES FOR BREACH THEREOF, SHALL BE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES FOR MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NO WARRANTY IS GIVEN WITH RESPECT TO ENGINEERING AND TECHNICAL INFORMATION FURNISHED BY SELLER OR WITH RESPECT TO THE RESULTS OF SERVICES PROVIDED BY SELLER. SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE DESIGN OR OPERATION OF RENTAL EQUIPMENT DELIVERED OR THE RESULTS OF SERVICES PROVIDED TO BUYER HEREUNDER. Buyer shall provide Seller with immediate notice of any Materials which are found to be defective during the applicable warranty period specified in (a) and (b) above. Buyer shall not alter the Materials found to be defective and if requested by Seller, shall return the Materials to Seller's nearest facility or to a third party of Seller's choice for testing and inspection. If the Materials are altered after shipment to Buyer, all warranties shall be void. Buyer hereby waives any other warranties not contained herein, whether express or implied.

27. Documentation. Product documentation is available electronically at Seller’s website, www.mmvalve.com. Hard copies of product documentation are available for purchase, upon request, at $50.00 each.
28. Export Controls Language. The United States has imposed economic sanctions programs on specific countries (“sanctions programs”) and requires licenses for certain exports subject to the Export Administration Regulations (“licensing requirements”) (collectively, “these programs”). Both Buyer and Seller agree that any product sold and shipped on this contract must be handled in accordance with these programs. Products applied to this contract may not be exported, transshipped or reexported, sold or supplied, directly or indirectly from any United States person to any country or any Specially Designated National (“SDN”) except in full compliance with these programs. Further, products applied to this contract may not be exported, transshipped, or reexported, sold, or supplied to a person in a third country undertaken with the knowledge or reason to know that: (i) such products are intended specifically for supply, transshipment, or re-exportation, directly or indirectly, to a country or a SDN subject to these programs; or (ii) that such products are intended specifically for use in the production or comingling into products to be directly or indirectly supplied, transshipped, or reexported exclusively or predominantly to a country or SDN subject to these programs, except in full compliance thereof.
29. Antiboycott Compliance Policy. The United States has imposed laws that prohibit or penalize the participation in and cooperation with international boycotts not sanctioned by the United States and requires reports of specified information related to unsanctioned boycotts (collectively, the “antiboycott laws”). Both Buyer and Seller agree that any product sold and shipped pursuant to this Order must be handled in compliance with these antiboycott laws.
30. Miscellaneous. This Order shall be governed by and construed in accordance with the internal laws of the State of Louisiana without regard to the conflicts of law provisions thereof. If the parties cannot amicably resolve any disputes between them with respect to the Order, the Seller and Buyer hereby agree to submit any and all disputes arising out of or in connection with the Order to, and do hereby consent to the exclusive jurisdiction of, the federal (if subject matter jurisdiction exists in federal court) or state court situated in the Parish of Lafayette, State of Louisiana, and both the Buyer and Seller hereby waive any and all claims that such party may have that such court is an improper or inconvenient forum. EACH PARTY WAIVES ANY AND ALL RIGHTS THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ACTION RELATING TO THE SUBJECT MATTER HEREOF. Neither this Order nor any interest or claim herein may be assigned by Buyer unless the written consent of Seller is obtained in advance. Any assignment made in violation of this paragraph shall be void ab initio and will not be binding on Seller, and will be of no force and effect. If Seller is required to initiate any legal proceedings against Buyer to enforce its rights and remedies under the Order or at law, then Seller shall be entitled to recover its reasonable attorneys' fees and court costs. The terms and conditions specified in this Order set forth the entire understanding of the parties and supersede all prior and contemporaneous understandings, representations, and warranties of any kind (both express and implied) which are not stated herein. In no event shall this Order be deemed modified by any acknowledgement or acceptance of documents, correspondence, orders of Buyer or forms containing terms different or additional to those described above, all of which are void and of no affect. If any part (including any term or condition contained herein) of this Order shall be held by a court of competent jurisdiction to be invalid or unenforceable, the validity of the remainder of the Order shall not be affected. Nothing in this Order, whether expressed or implied, is intended to confer any rights or remedies under or by reason of this Order or the transactions contemplated hereby on any persons other than the parties to it and their respective successors and assigns, nor is anything in this Order intended to relieve or discharge the obligation or liability of any third persons to any party to this Order, nor shall any provision give any third persons any right of subrogation or action over or against any party to this Order, except as otherwise expressly stated herein. Nothing in this Order creates a relationship of agency, joint venture, partnership, or employment between Seller and Buyer, and no act or obligation of either Seller or Buyer shall in any way bind the other. Except as expressly provided otherwise in this Order, Buyer shall not be entitled (i) to set-off any rights and claims it may have against any rights or claims Seller may have under this Order or (ii) to refuse to perform any obligation it may have under this Order on the grounds that it has a right of retention, unless the rights or claims of Buyer have been acknowledged in writing by Seller or have been confirmed by final decision of the competent arbitral tribunal. The headings of the Sections of this Order are inserted as a matter of convenience and for reference purposes only, are of no binding effect, and in no respect define, limit, or describe the scope of this Order or the intent of any Section hereof. Except as set forth otherwise, all references to “Section” refer to the corresponding Section of this Order. The word “including” shall not limit the preceding words or terms. Except as expressly stated otherwise in this Order, if any one or more of the provisions contained in this Order shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Order, and this Order shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein.