Latkin Power Transmission S.Offce = Houston TK US Page tof LUFKIN] ariin ‘SPerson = Annabel Sanchez Lutkin 1X 78904-3858 Phone | 832-353-2020 us Fax 832-359-2125 Email: anabelsarchez1@ge.com Quote-To 113616 BETA SAN MMGUEL, SADECV Sales Quotation |AV. PASEO DE LA REFORMA NO, 397 PISO 2 CUAUHTEMOC, CUAUHTEMOC 08500 CIUDAD DE MEXICO Information | Mexico Sales Quote No. 016520 Document Date cai2015 valid From oansa015, Customer Contact Valid To oanarea1s, BETA SAN MIGUEL. SADE CV Phone 5552427800 Header information Inquity No! RFQ COT RE IC-Z115.49618, Inquiry Date: oansi201s ‘Terms of Payment: Pay Immeciately ‘Terms of Delivery: FCA LUFKIN, TEXAS. (Oral. Gear Unit Ma: LUFKIN ‘Orgl. Gear Unit Model No: 0850, (Orgl. Sorial No: 102 Orgl. Sales OrdorNo: 247203, Item Material Quantity Price ‘Amount 10 PHPARTS 1.000 PC 8,821.00 USD 3,821.00 ‘TBD - RETRO-FIT KIT FOR Ol PUMP. {BM031198 HAS BEEN DISCONTINUED. ESTIMATED LEAD TIME: 8- 10WEEKS ARO, toms total: 3821.00 Terms & Conditions: Seller's Standard Terms & Conkitions fo the Sale of Products & Services apply. Seller's provision of products or services under this proposal is exoressly conditioned upon Buyers agreement to these ferme and conditions. Please sce the attached Lufkn’s Standard Terms and Concitions of Sales. Any additional or ifferentteims proposed by Buyer and included in Buyers Purchase Order are objected to and wil not be binding upon Seller. For those instances where a master agreement is in place between the Buyer and Sell that is applicable to these services or sale of product, the terms and conditions ofthe master agreement shall have precedence over any altemative terms and conditions in any other document, ‘Quotation is subject to all applicable State and Local Taxes. Minimum Order Value: $100 (USD) Created by: Annabel SANCHEZ O Your Lufkin Gontaet : Annabel Sanchez ‘Signature, Customer Signature (t Required by Customer)Lufkin Power Transmission Page 2 of 407 Kiln Ltkin Tx 75908-3854 us. Sales Quotation Document No. : 6018520 GGE OIL & GAS (LUFKIN POWER TRANSMISSION) TERMS AND CONDITIONS FOR SALE OF PRODUCTS ANDIOR SERVICES (Rev. Apr 2014) NOTICE: Supply by Sel of any Products andior Services i Solely made pursuant ard subject to these Terms and Condtions. Any additonal or ifferent terms proposed by Buyer are expressly excluded unlass accepted in witing by Sel. 1. DEFINITIONS, “Applicable Law’ means any law, regulation, statute, ul, trade contro, governmental deree, and standard applicable to the Products or Services hereunder. "Buyer’ means the entity to which Sellers provcing Products or Servioas under the Contract "Buyer Group” means Buyer, is affliates, subsidiaries, joint venture partners, colassoes, contractors and subcontractors of any te (other than Selle), the shareholders, offcers, drectors, employees, invitees, agents and consultants of allo the foregoing "Claims* means all claims of any kind (including all demands, lasses, cos, atiomay expenses, damages, fnes, and lables, however described, ‘based on contract, equity, warranty, indemnity, torextra-contactual abil including negligence), sre kaiity or otherwise, "Contract means either the agreement signed by the parties or the purchase order accepted by Seller in wring; both together with Seller's proposal and these Terms and Conditions, Unless otherwise agreed, these Terms and Conditions prevail over confcting documents ‘Contract Price’ means the agreed price stated in the Contact, including any price adjustments. ‘Group’ means Buyer Group or Seler Group, as applcadl, Indernnify’ means release, defen, indemnify and hold harmless Products" means the equipment, materials, supplies, products, goods, software, or parts Seller agreed to provide under the Contract (and except as ‘expressly set forth herein it includes Rental Equipmen} “Rental Equipment” means any equipment, products, goods or parts rented to Buyer. “Seller means the entty providing Products andor Services under the Contract. “Seller Group" means the Seller, its affliates, subsidies, joint venture partners, co-lessees, contractors and subcontractors of ay tie, the shareholders, officers, diectors, employees, invitees, agents and consultants of alo he foregoing ‘Services" means the services Seller agreed to provide uncer the Contract. “Terms and Conditions” means these Terms and Conditions for Sale of Products andlor Services, including any addenda specifically agreed upon by Sele in writing 2, PAYMENT TERMS, Buyer shall pay the Contract Price for Products andlor Services within 30 days from the date ofthe invoice, All prices are ‘exclusive of taxes. Buyer agrees to pay interest on any unpaid balance at the highest lawful rato applicable. Seller reasonably determines that ‘Buyer’ financial condition or payment history (including is failure to pay by the due date) does net jut continuation of Sellr’s performance, Seller ‘may requite payment secur, andlor suspend or terminate the ungerformed potion ofthe Contact, incusing Seller's warranty ebligations. 3. TITLE, RISK OF LOSS, DELIVERY. Tite and risk of oss for Products shall pass to Buyer upon the eae of (a) Sellers deivery of Products or (b) invoicing by Seller for Products where Buyer is unable to accept delvery 8s scheduled, Sele etains ownership of any Rental Equipment and software Provided under the Contract. Buyer shall have only 2 license to use software in accordance withthe Contract. During the rental period; Buyer is responsible for rsk of loss of Rental Equipment. Unless cthenvise agreed, delivery to Buyer shall be: (1) EXW - Sellers fality or warehouse of origin (where no export involved) or (2) FCA Port of Export were export involved). Incoterms 2010 shal apaly f Buyer is unable to accept delivery, Buyer shall bea all costs and charges (including storage, transportaion and insurance) incurred by Sel. 4, WARRANTY. Sellar warrants that: a) Products shall be free of defects in material, workmanship and tite; and (b) Services shall be performed in a competent, diigent manner. Warranty pereds shall expire: 1) for Products 12 manths from the date of installation or frst use, or 18 months from shipment from Sele’ facity, whichever occurs fist; (2) for Services, excopt repair services, 12 months after completion; and (3) for repair services 6 "months ater completion. f Procucs or Services do not meet said warranties during the applicable waranty perod and Buyer informs Seller in wing within 30 days of its discovery, Seller's exclusive lability shall be: at Salla’s option to re-perform the defective Services, of repair or replace the defective Products. These warranties and remedies are conditioned upon () proper transportation, storage, instalation, operation, and maintenance of Products (including Rental Equipment); and (i) no repair or modification without Seles instruction a approval. Seller does not warrent Products against cortosion and normal wear and tear. Seller shall act be responsible for, and shall nave no cbigation to pay the costs of, and shal not be Hable {or any camages or losses arising from accessing, retrieving, oF removing detective Products or einstaling repaired or replacement Products, These ‘warranties may be amended only by Contract, THE FOREGOING WARRANTIES AND REMEDIES IN THIS ARTICLE ARE EXCLUSIVE FOR DEFECTS OR FAILURES IN THE PRODUCTS OR SERVICES AND NO IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, THE. WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE) SHALL APPLY.Lufkin Power Transmission : LUFKIN J oorxin secede Lufkin TX 75904-3854 us Sales Quotation Document No .: 5016520 65, INDEMNITY, LIABILITIES AND RELEASE. 5.1 Mutual Indemnties. Buyer and Seller agree to Indemnity the other party Group against any and all Claims of any kin arsng in connection with bodily injury, death, or damage to property ofthe other partys Group arising out ofthe performance ofthe Contract, regardless of cause, including the negligence, IN ANY FORM, OR FAULT, strict liabilty, or other breach of legal duty by the other party Group, which s being indemnified. Buyer an Seller agree that e2ch party tothe Contract releases and covenants not to sue the other party for any damage to o loss ofthe partys tangible property that may aise out of the Contract, regacless of causa, including the negligence, strict abil, and other breach of lage duty by the other party, which is being released and is receiving the covenant nat to sue 5.2 General Indemnity. Buyer and Seller agree to Indemnity the other party Group against any third panty Claims on account of bodily injury, death, or ‘damage to propery, tothe extent attibutabe to the negligence ofthe Indemnifying partyin connection with this Contract. Inthe event the injury or ‘damage is caused bythe joint or concurrent negligence ofthe parties, each paty shall beat proportionally tots negligence. For purposes of Seller's indemnity obligation the site is not considered third party propery, 5.3 Limitation of Libilty. €xcept forthe indemnity obigatons of Solr in At. 5 1, Seller's total ability for al Claims, arising eu of or related to the Contract, orits performance or breach, shall nt exceed the Contract Price. Sele shall have no lability for advie or assistance not requited pursuant {o the Contract. If Buyer provides Products or Services to a third party or uses Seller's Products or Services ata facity not owned by Buyer, Buyer stall obiain from such third pat the protection of limitations and exclusions provided in his Contact for the benefit of Seller and shall Indemnity Sel Group for and against any iblty arising out of Claims made by the thid pay in excess ofthese imtations and exclusions, Al ibliis of Seer terminate atthe end ofthe warranty period. EXCEPT FOR THE INDEMNITY OBLIGATIONS IN ART. 6.1, NEITHER PARTY SHALL BE LIABLE TO ‘THE OTHER FOR STANDBY TIME, DELAY DAMAGES, LOST PRODUCTION, LOST REVENUE, LOST PRODUCT, LOST PROFIT, LOST BUSINESS, OR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR LOSSES. 5.470 THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. THE EXCLUSIONS OF LIABILITY, RELEASES AND INDEMNITIES SET FORTH IN ART. 5.1 and 5.3 SHALL APPLY TO ANY AND ALL CLAIMS WITHOUT REGARD TO THE CAUSE(S) THEREOF, INCLUDING WHETHER (CAUSED BY THE NEGLIGENCE, IN ANY FORM, FAULT. STRICT LIABILITY OR BREACH OF LEGAL DUTY OF ANY MEMBER OF SELLER GROUP, ANDIOR, ANY DEFECT IN ANY PRODUCTS, SERVICES, PREWISES OR VESSEL AND WHETHER SUCH CLAIMS ARISE FROM TORT, CONTRACT, QUASLCONTRACT OR OTHERWISE. 6. INSURANCE. Each party covenants and agrees to maintain insurances to support ts ebligations under the Contract. For the ndeminties contained In Act 51, each party shal carrying equal amounts of insurance (or qualified soltnurance) nan amaunt at less than U.S. $5,000 000.00 per ‘occurrence, Upon writen request, each eerty shall fush tothe ather party certificates of insurance evidencing any required insurance, The Buyer shall not be @ co-nsured or addtional insured under Seller's polices. 7. CHANGES, Unless agreed Sellers not required to proceed with any changes tothe work 4. EHS. Buyer agrees to comply with al applicable heath, safety and secutty laws and to ensure the safety of all Seller personnel. Seller may ‘suspend performance or evacuste its personnel, at any te, without labilty iit reasonably believes is personnel are at isk. Buyer shall take whatever precautions are requied to legally handle or eliminate toxic substances, hazersous substances, or hazardous Waste at he site and properly d'spose of ‘such where produced or generated in he course of Sellers work atthe sto, Buyer shall Indemnity Seller against any and al Claims arising from ‘Buyer's breach ofits obigatns under Art 8. 9, FORCE MAJEURE, Seller shal not be liable or in breach of ts obligations its performance is delayed or prevented, decly or indirect, by: a) causes beyond its reasonable conto; of () cts of God, acts (or falues 1o act) of governmental authorities, fies, severe weather conditions, earthquakes, strikes or other labor disturbances, foods, war (declared or undeclared), eptéemics, cil unrest, rt, delay in transportation: of (c) acts or omissions of Buyer. 10, INTELLECTUAL PROPERTY. All know-how, patents, copyrights, designs, or ther intellectual property made avaiable by Seller, or developed ‘during the Contract, shall be the propery of Seller. 11, CONFIDENTIALITY. When providing confidential information, the disclosing party shall expressly designate the information as confidential. The ‘receiving party agress with respect to such information to (a) treat it as confidential (b) reste te use to matters relating tits performance under the Contract, and (c) restrict access to its personnel and agents who need access to implement the Contract, Confidential information shal not be reproduced ot disclosed (except as required by law) without the csciosing pars prior writen consent. Upon request, all copes of such informationHp pe are LUFKIN] snr eet Lufkin Tx 75908-9964 us Sales Quotation Document No .: 6016520 shall be returned except where retention is required by law or Contract, oo evidence compliance with the Contract. 12, ASSIGNMENT. Nether party shall assign the Contract to any third party without he other party's prior wien consent: provided that Sellar may assign any receivables de hereunder without the consent of Buyer. Seller may subcontract aller potions of the work, 18. COMPLIANCE WITH LAW, QUAL USE. Buyer warrants it has complied wih all Applicable Laws. Al ransactions under the Contract shal tat times be subject to and condtioned upon compliance with all Applicable Laws, including trade control laws and regulations of the U.S., end any ‘amendments thereot If there isa change to ary Applicable Law ater Salle’ proposal (or he effective date ofthe Contract which has te effect of (a) placing Seller in breach of such Applicable Law; or (2) makes Sells execution ofits obligations unveasonabl burdensome or economically ‘unbalanced, Seller shall have the right to terminate the Contract without laity. If Seller exports Product outside the U.S, of European Union that are likely tobe considered "dual use", Guyer shal, upon Seller's request, immediatly rovide Sele wth an "End User Statement 14, GOVERNING LAW. The Contract shall be governed and construe In accordance wth the lave of (a) the State of Texas, U.S. if the Buyer has its Pertinent place of business or the work willbe perform in Texas or (b) England and Wales, ifthe Buyer has its pertinent place of business outside the US. The partes agree to waive thei right to jury tral for disputes arising out ofthe Contract. 15, MISCELLANEOUS. Buyer shall nt use, nor permit others to use, Products or Services in connection with any nuclear facility or activity. f such Use occurs, Buyer shall Indemnity Soler Group against any Claims arising thereof. These Terms and Conditions may be supplemented by addenda (including a Software Adkendum) and, inthe event of conflict, the addenda shall preval, The Contract represents the entire agreement between the patties. The inva, in whole orn part, of any pat ofthe Contract, shall not affect the valdty or enforceabilty of any other Contract term or provision (O8G-LPT Short Form Apr 2014Hea pe pepe wee + is Tt “rll warren ct ile eazice Cea sitetral os aresz3, ‘taseav 4Y39NG3yY YV39 40 3dAL NINSM neo eS