TERMS AND CONDITIONS
GENERAL TERMS AND CONDITIONS OF PURCHASE OF GEODYNAMICS PRODUCTS, ACCESSORIES, AND SERVICES
The items to which these General Terms and Conditions refer are the items supplied or sold by GEODynamics, Inc. and/or any wholly owned subsidiary of GEODynamics Inc. (hereinafter referred to as “GEODynamics”) to the purchaser thereof (hereinafter referred to as “Buyer”). Buyer and GEODynamics are hereinafter referred to individually as “Party” or collectively as “Parties”. These General Terms and Conditions together with any orders and invoices will be referred to collectively as the “Agreement.” Any provisions contained in any form, purchase order or other document issued by Buyer shall not operate to vary any of the terms and conditions set forth herein unless expressly agreed by GEODynamics in writing. Geodynamics failure to object to terms contained in any document or communication from Buyer will not be a waiver of the terms set forth herein.
- LIMITATIONS ON USE
- DELIVERY DATES AND EXCUSABLE DELAYS
- PACKING AND SHIPPING
- CHANGES, CANCELLATIONS AND RETURNS
- OTHER MANUFACTURER'S EQUIPMENT
- USE AND ACCEPTANCE OF ITEM
- LIMITED WARRANTY AND REMEDY
- LIMITED STATUE OF LIMITATIONS
- CHOICE OF LAW
- U.S. EXPORT COMPLIANCE
- INTELLECTUAL PROPERTY
- CONFLICT OF INTEREST
- CONFIDENTIAL INFORMATIONS
- MISCELLANEOUS TRADEMARKS
1. LIMITATIONS ON USE
(a) Perforation Products, Completion Tools, other goods or materials, and Accessories and Services (“Products”) sold by GEODynamics, and/or its subsidiaries (“GEODynamics”), are subject to the terms of this Section, and Buyer accepts the limitations of this Section. Buyer recognizes and agrees that GEODynamics has spent a great deal of engineering and development time on its Products, which incorporate intellectual property in the form of patented and unpatented technology and trade secrets, some of which is licensed to GEODynamics on a limited basis. Buyer understands GEODynamics’ desire that the Products not be obtained, reviewed, analyzed, and/or reverse engineered by others. Therefore, unless otherwise agreed in writing by an officer of GEODynamics in advance, Buyer asserts and agrees that they are the end user of the Products and agrees not to resell or transfer said Products to any third parties. Buyer understands and agrees that any such transfer would harm GEODynamics in the event Products were ultimately obtained, reviewed, analyzed and/or reverse engineered by GEODynamics’ customers and/or competitors. It is understood and agreed by the Parties that reviewing data resulting from use of the Products in a customer well is permissible and shall not be considered “analyzing” the Product for purposes of this paragraph. Buyer further agrees that it shall not publish or disseminate or share with any third party (other than the customer for whom Product was used) information about the Products without the express written approval of GEODynamics.
(b) Buyer agrees to use the Products solely for the purpose of downhole use in wells in which Buyer has an interest as operator or service provider, and for no other purpose. Any attempted or purported sale, assignment, or transfer by Buyer of any of the Products to any third party is prohibited, unless otherwise agreed in writing by an officer of GEODynamics in advance.
(c) Buyer agrees not to disassemble the Products, perform tests on the composition or design of the Products, conduct an internal inspection of the Products, test fire the Products, or send the Products to any lab capable of performing such test, or to permit others to do so.
(d) Buyer understands and agrees that any violation of this Section will cause irreparable harm to GEODynamics, and without prejudice to the rights and remedies otherwise available in law or equity, GEODynamics shall be entitled to seek injunctive relief in response to any breach or threatened breach of this Section.
(a) All prices for Products are expressed in U.S. dollars (with consideration for other currencies, see (c) below) and shall be delivered EX WORKS – GEODynamics’ facility. Unless otherwise agreed in writing by GEODynamics, are subject to change without notice and are at the prices in effect at the time of order placement. Quotations will be given on request for any item(s) offered by GEODynamics. Quotations will remain in effect only for the period of validity specified therein or, if no such period is stated, for ninety (90) days from the date the quotation is given.
(b) All prices are exclusive of costs of transportation, other delivery charges, and insurance and, federal, state and local use, sales, property (ad valorem) and similar taxes and license fees, import duties and the like. Note that this list is not exhaustive and Buyer shall be liable to pay any other taxes that may arise or be imposed by any federal, state and local authority. Buyer agrees, by purchase of an item, to pay such costs, taxes, fees and duties, and where appropriate, report the same. When and where applicable, such costs, taxes, fees and duties will appear as separate line items on GEODynamics invoice. Buyer shall pay all rigging, draying and transportation charges.
(c) Prices may be expressed in currencies other than US Dollars as mutually agreed upon by the Parties on a case-by-case basis.
Payment for all items is net cash in U.S. dollars upon delivery or shipment except that a Buyer with an established credit account currently approved by GEODynamics shall pay net cash within thirty (30) days following invoice date unless otherwise agreed in writing by an officer of GEODynamics. Partial shipments will be invoiced as made. Invoices are payable at the lockbox designated on GEODynamics invoice.
Customer agrees to pay interest on any unpaid balance from the date payable until paid at the highest lawful contract rate applicable, but never to exceed 18% per annum. In the event GEODynamics employs an attorney for collection of the account, Customer agrees to pay attorney fees of 20% of the unpaid account, plus all collection and court costs.
4. DELIVERY DATES AND EXCUSABLE DELAYS
All shipment and/or delivery dates are subject to GEODynamics availability schedule. If Buyer is located in a jurisdiction outside the United States of America, GEODynamics’ obligation to deliver the items sold under these General Terms and Conditions shall be fully discharged upon delivery of the items FCA, from GEODynamics warehouse in Millsap, Texas. For purposes of these General Terms and Conditions, the term FCA shall have the meaning set forth in the INCOTERMS 2000 published by the International Chamber of Commerce. GEODynamics will make every reasonable effort to meet any delivery date(s) quoted; however, GEODynamics shall not be liable for its failure to meet any quoted delivery date(s) or for any delay in performance due to unforeseen circumstances or any causes beyond GEODynamics control in instances of force majeure. Performance shall be deemed suspended during and extended for such time as any such circumstances or causes delay in its execution. Whenever such circumstances or causes have been remedied, GEODynamics will make and Buyer shall accept performance hereunder. As used herein, performance shall include, without limitation, fabrication, assembly, shipment, delivery and warranty repair or replacement, as applicable. Any variation of delivery specifications shall be agreed by the Parties on a case-by-case basis.
5. PACKING AND SHIPPING
All items shall be packed, if appropriate, for shipping and storage in accordance with standard industry practices. See Section 6 for return shipment packaging.
(a) GEODynamics will ship in accordance with Buyer’s shipping instructions. In the absence of shipping instructions or unsuitable Buyer’s shipping instructions, GEODynamics reserves the right to ship by an appropriate method per standard industry practice.
(b) Title to items sold and risk of loss and damage shall pass to Buyer upon delivery by GEODynamics to common carrier for shipment to Buyer, or to Buyer directly, as the case may be.
6. CHANGES, CANCELLATIONS AND RETURNS
- GEODynamics reserves the right to change design(s), materials and specifications, and to discontinue item(s) without any liability to Buyer. Any such changes shall be notified in writing to the Buyer.
- If Buyer issues a change order or cancels an order, Buyer shall be liable to pay to GEODynamics the unpaid balance of the order price for work completed by GEODynamics at the date of change or cancellation including reimbursement of all costs irrevocably and reasonably incurred and paid or committed in good faith in respect of the part of the order not completed on such termination. In return for such payment, Buyer shall be entitled to receive all the works completed by GEODynamics at the date of cancellation free of defects in material or workmanship, including all warranties provided under these Terms and Conditions.
- NO CREDIT SHALL BE GIVEN FOR ANY ITEM RETURNED WITHOUT THE PRIOR APPROVAL OF AN AUTHORIZED REPRESENTATIVE OF GEODYNAMICS AUTHORIZING THE RETURN BY ISSUING THE BUYER A RETURN MATERIAL AUTHORIZATION (RMA). Only sales managers or officers of GEODynamics are authorized to approve the return of items. Risk of loss or damage in respect to any item returned with GEODynamics authorization will remain with Buyer until redelivered to GEODynamics. A charge of twenty-five percent (25%) shall be charged by GEODynamics on all items returned to pay for cost of inspecting, repacking, handling, credit arrangements, etc. Returned goods must be in “like-new” and in resalable condition. GEODynamics shall not be responsible for holding or accounting for any items returned without prior authorization by GEODynamics with the required RMA. If freight and other transportation costs are not prepaid on any returned item, the cost thereof shall be deducted from the credit issued. No credit will be given on any non-standard item manufactured at the request of Buyer, or to the individual specifications of Buyer. No additional charges shall be paid by Buyer for items deemed by GEODynamics or other manufacturer to require return.
- All gun hardware and other items used with explosives must be inspected to assure that there are no primary explosives present (i.e. Detonator, Ignitor, PIC module, etc.) before packing and return shipment to GEODynamics. GEODynamics will report shipments not in full compliance with all applicable regulations and laws to the Buyer’s safety and/or regulatory compliance officers, and as appropriate to regulatory agencies such as US DOT and/or ATF.
- A copy of the original packing list or orginal sales order must accompany all requests for returns.
- When the Buyer has obtained the required authorization, the Buyer must notify the GEODynamics Sales Manager of the shipping details and expected delivery date. No credit will be given unless these procedures are fully complied with.
- Repairs to any items supplied by GEODynamics and repaired at Buyer’s request outside the normal working hours of 8:00 A.M. to 5:00 p.m. (Monday through Friday), shall be charged by GEODynamics at double the labor rate otherwise chargeable.
- Products that are considered explosive items are regulated by and must comply with regulations of a number of governmental agencies. As applicable, the Buyer must assure compliance with all regulations.
- The sale of all explosive items is final. Exceptions specifically stated in this section apply only if they are processed and approved as indicated.
- With the prior approval of the GEODynamics Sales Manager, as evidenced by the required RMA , items in unopened packages, factory loaded guns in unused condition and never mated to any other device and with all sealed thread protectors in place, may be returned for credit within ninety (90) days of the date of the sale provided the following conditions are met:
- Items must be “normally stocked” items. Other items such as “special orders” are not eligible for return.
- “Normally stocked” factory loaded guns systems are considered one (1), two (2), three (3), four (4), five (5), and six (6) shot configurations.
(b) The items must be in the original, clean, dry and undamaged packaging. All package labeling and markings must be in original condition and securely attached to packages and shall include the correct part number, description, date(s) of manufacture as indicated on the original package label, quantity, weight, and required hazardous materials markings and labels. The packages and explosive items must be in sellable condition.
(c) Packaging of explosive items is regulated by governmental agencies. Return packaging must comply with these regulations. Unless specifically approved by governmental agencies, different explosive items cannot be mixed in a package. The items must be packaged in exactly the same way as the original package. Return packaging material must be identical to the original packaging (from same package manufacture, in accordance with the governmental packaging approval). In some cases, alternate packaging conforming to the Institute of Makers of Explosive Publication IME SLP 22 is allowed.
(d) As shipper of the return items, the Buyer must execute all appropriate and required regulatory and freight shipping papers. Shipments must be in full compliance with all applicable regulations and laws. GEODYNAMICS WILL REPORT SHIPMENTS NOT IN FULL COMPLIANCE WITH ALL APPLICABLE REGULATIONS AND LAWS TO THE BUYER’S SAFETY AND/OR REGULATORY COMPLIANCE OFFICERS, AND AS APPROPRIATE TO REGULATORY AGENCIES SUCH AS US DOT AND/OR ATF. If the Buyer believes that it is not possible to meet the regulatory requirements for packaging, GEODynamics Sales Manager will determine the packing and shipping methods to be used (in compliance with applicable regulations).
(e) In the event that the explosive items can be picked up by GEODynamics in the course of another delivery, at the discretion of GEODynamics, the return freight and other transportation costs may be waived.
(f) RETURNS NOT MEETING THE STATED REQUIREMENTS MAY HAVE TO BE DESTROYED IN ACCORDANCE WITH HAZARDOUS MATERIAL DISPOSAL REGULATIONS. SUCH RETURNS MAY BE SUBJECT TO A CHARGE OF UP TO $30.00 PER POUND (GROSS WEIGHT OF ENTIRE SHIPMENT), OR SUCH LARGER AMOUNTS AS GEODynamics MAY CONSIDER REASONABLE. Third party disposal costs will be charged at cost plus 15%. GEODynamics IS NOT IN THE HAZARDOUS MATERIAL DISPOSAL BUSINESS.
(g) GEODynamics may from time to time accept prior authorized return of explosive items in previously opened or damaged packages (but repackaged for shipment, if necessary) if GEODynamics has shipped the wrong item (not in accordance with a written purchase order), if the item is subject to a GEODynamics “recall”, or for other reasons as deemed appropriate by GEODynamics.
7. OTHER MANUFACTURER'S EQUIPMENT
(a) If any items sold to Buyer by GEODynamics contain any parts or materials obtained by GEODynamics from any other party, these parts or materials are sold to Buyer AS IS.
(b) EACH GEODynamics PRODUCT (INCLUDING, BUT NOT LIMITED TO, PERFORATORS, HARDWARE, GUN ASSEMBLIES, PERFORATING SYSTEMS, DETONATORS, BOOSTERS, DETONATING CORD, WIRELINE MECHANICAL COMPONENTS, JET CUTTERS, CHEMICAL CUTTERS AND ALL OTHER DOWN HOLE TOOLS) IS DESIGNED, TESTED AND QUALIFIED TO OPERATE PROPERLY ONLY WHEN USED AS A COMPLETE “SYSTEM” PURSUANT TO THE RECOMMENDATIONS OF GEODynamics. COMBINING ANY PRODUCTS SUPPLIED BY THIRD PARTIES, WHETHER BALLISTIC OR MECHANICAL, INTO OR WHILE UTILIZING ANY GEODynamics PRODUCT, THEREBY ALTERING THE GEODynamics “SYSTEM”, IS NOT RECOMMENDED. COMBINING SUCH THIRD-PARTY PRODUCTS MAY BE UNSAFE AND UNRELIABLE AND SHALL AUTOMATICALLY VOID THE WARRANTIES SET FORTH IN THESE TERMS AND CONDITIONS. BUYER ASSUMES FULL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES RESULTING FROM SUCH COMBINATION. GEODynamics SHALL NOT BE LIABLE FOR ANY MALFUNCTION, DAMAGE, INJURY, OR SYSTEM FAILURE RESULTING FROM COMBINING GEODynamics COMPONENTS WITH COMPONENTS SUPPLIED BY A THIRD-PARTY.
8. USE AND ACCEPTANCE OF ITEM
(a) Use of the items supplied or sold by GEODynamics to Buyer shall constitute agreement of Buyer to these General Terms and Conditions. Buyer shall be deemed to have accepted any item upon delivery.
(b) Buyer warrants, by purchase of an item, that Buyer is familiar with the item and its proper use. Before using any item, Buyer shall give the item reasonable and prudent examination and/or tests to determine the suitability of the item for Buyer’s intended use.
9. LIMITED WARRANTY AND REMEDY
(a) Notwithstanding anything contained in this Agreement to the contrary, neither GEODynamics nor Buyer shall be liable to the other hereunder for any punitive, indirect, special, or consequential loss or damage suffered by the other Party, whether such liability is based or claimed to be based upon any negligence or other acts of omissions on the part of GEODynamics or Buyer or either of its employees, representatives, agents, and anyone acting on any of the fore-going’s behalf or under their direction and control and whether or not such damages were within the reasonable contemplation of the Parties at the date of this Agreement. Indirect, special, or consequential losses include, but are not limited to loss of use, loss of profits or revenues, business interruption, equipment downtime, interest, lost goodwill, work stoppage, impairment of other goods, loss by reason of shut-down or non-operations, increased expenses of operation, replacement of other equipment and property.
(b) Buyer’s remedies for any and all breaches of warranty, are limited to the remedies of repair and replacement as specifically stated in these Terms and Conditions. The remedies provided herein are the exclusive remedies of Buyer for failure of GEODynamics to meet its warranty obligations, whether claims of Buyer are based on contract, in tort or otherwise, and upon expiration of the applicable warranty period, all obligations of GEODynamics for breach of warranty will terminate. GEODynamics will repair or replace the item at no cost to the Buyer, but the decision as to whether to repair or replace will be solely that of GEODynamics. Repaired or replacement items are only warranted for the remaining unexpired portion of the warranty period.
(c) THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESS OR IMPLIED. GEODynamics EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
(d) GEODynamics warrants Products sold to Buyer (excluding any part or parts which are components to the item and are subject to Section 7 above concerning parts supplied by others) to be free from defects in materials and workmanship if, and only if, all of the following conditions are met:
(1) The item claimed to be defective has been exposed only to normal storage, use, and service, has been reasonably maintained, has not been subjected to misuse, negligent use, or accident which caused the item to suffer a defect, and has not been repaired or altered except by an authorized representative of GEODynamics;
(2) The item claimed to be defective has been returned at Buyer’s expense, along with an RMA, and in accordance with the return procedures of Section 6, to GEODynamics plant at Millsap, Texas (or to such other location as GEODynamics may designate), within ten (10) days after Buyer first discovers the alleged defect;
(3) The alleged defect in the item is actually caused by a defect in materials or workmanship originally supplied by GEODynamics as opposed to materials or workmanship originally supplied by others;
(4) The item is not one that is expendable in normal use and which has been expended in normal use;
(5) This warranty shall be in effect until six (6) months from the date of delivery, except: a) Subsurface electronic equipment is warranted only until ninety (90) days from the date of delivery; b) Scintillation detectors are warranted only to be in working condition upon delivery to Buyer; and c) No subsurface electronic equipment is warranted against damage occurring when used in a down-hole drilling environment such as measuring while drilling (“MWD”) or logging while drilling (“LWD”) operations; and
(6) No subsurface electronic equipment will be warranted that has been modified or repaired by someone other than GEODynamics approved representative. Equipment that has had its serial number or temperature indicator altered, defaced or removed will not be warranted;
(7) All claims under the warranty set out in these Terms and Conditions must be made promptly after the alleged defect occurs and must be received by GEODynamics within the warranty period. The claim must include the item’s description, part number, serial number (if any), date of shipment or delivery and a full description of the circumstances giving rise to the claim. Any item returned under claim of defect shall be sent prepaid by appropriate transportation. Buyer is responsible for all damage or loss resulting from improper packing or handling, and for any loss or damage occurring during the transmission of the item to GEODynamics. If any item is returned and is found not to be defective, GEODynamics will notify Buyer and, at Buyer’s option, will return the item to Buyer at Buyer’s expense. Further, in this event, Buyer will reimburse GEODynamics for all costs incurred in testing and examining the item.
The Parties agree that any dispute or litigation arising out of the Agreement shall be brought only in a court located in Houston, TX and both Parties consent to the exclusive jurisdiction and venue of said courts.
11. LIMITED STATUE OF LIMITATIONS
AS PERMITTED BY Tex. Bus. & Com. Code Ann. §2.725, THE STATUTE OF LIMITATIONS FOR ANY BREACHES OF CONTRACT AND WARRANTY IS AGREED TO BE ONE YEAR FROM THE DATE THE CAUSE OF ACTION ACCRUES.
12. CHOICE OF LAW
ANY AGREEMENT OR TRANSACTION TO WHICH THESE GENERAL TERMS AND CONDITIONS APPLY SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF TEXAS. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR WITH REGARD TO THEIR INTERPRETATION OR BREACH SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED, AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NO DOCTRINE OF CHOICE OF LAW SHALL BE USED TO APPLY THE LAWS OF ANY OTHER STATE, NATION OR JURISDICTION. THE PARTIES AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS AGREEMENT OR ANY TRANSACTION SUBJECT TO THESE GENERAL TERMS AND CONDITIONS.
13. LIABILITY, RELEASES AND INDEMNIFICATION
For purpose of this Article VI, the following definitions shall apply: “GEODynamics Group” shall mean GEODynamics, its parent, subsidiary or affiliated companies, its subcontractors, and the officers, directors, employees, consultants, agents and invitees of all of the foregoing. “Buyer Group” shall mean Buyer, its parent, subsidiary or affiliated companies, its and their working interest owners, co-lessees, co-owners, partners, joint venturers, if any, and their respective parents, subsidiary or affiliated companies and the officers, directors, employees, consultants, contractors (other than GEODynamics), agents and invitees of all of the foregoing. “Claims” shall mean all claims, demands, causes of action, liabilities, damages, judgments, fines, penalties, awards, losses, costs, expenses (including, without limitation, attorneys’ fees and costs of litigation) of any kind or character arising out of, or related to, the performance of or subject matter of this Agreement (including, without limitation, property loss or damage, personal or bodily injury, sickness, disease or death, loss of services and/or wages, or loss of consortium or society).
(a) GEODynamics shall release, indemnify, defend and hold Buyer Group harmless from and against any and all Claims in respect of personal or bodily injury to, sickness, disease or death of any member of GEODynamics Group or GEODynamics Group’s subcontractors or their employees, agents or invitees, and all Claims in respect of damage to or loss or destruction of property owned, leased, rented or hired by any member of GEODynamics Group or GEODynamics Group’s subcontractors or their employees, agents or invitees. Buyer shall release, indemnify, defend and hold Seller Group harmless from and against any and all Claims in respect of personal or bodily injury to, sickness, disease or death of any member of Buyer Group or Buyer Group’s other contractors or their employees, agents or invitees, and all Claims in respect of damage to or loss or destruction of property owned, leased, rented or hired by any member of Buyer Group or Buyer Group’s other contractors or their employees, agents or invitees.
(b) Each Party covenants and agrees to support the mutual indemnity obligations contained herein, by carrying appropriate liability insurance in an amount not less than USD $5,000,000.00.
(c) Notwithstanding anything contained in this Agreement to the contrary, Buyer, to the maximum extent permitted under applicable law, shall release, indemnify, defend and hold GEODynamics Group harmless from and against any and all Claims asserted by or in favor of any person or party, resulting from: (i) loss of or damage to any well or hole (including but not limited to the costs of re-drill), (ii) blowout, fire, explosion, cratering or any uncontrolled well condition (including but not limited to the costs to control a wild well and the removal of debris), (iii) damage to any reservoir, geological formation or underground strata or the loss of oil, water or gas therefrom, (iv) pollution or contamination of any kind (other than surface spillage of fuels, lubricants, rig sewage or garbage, to the extent attributable to the sole negligence of GEODynamics Group), including but not limited to the cost of control, removal and clean-up, or (v) damage to, or escape of any substance from, any pipeline, vessel or storage facility.
(d) Notwithstanding anything contained in this Agreement to the contrary, Geodynamics’ total liability for all claims, damages, causes of action, demands, judgments, fines, penalties, awards, losses, costs and expenses (including attorney’s fees and cost of litigation) shall be limited to and shall not exceed the value of the Products purchased.
(e) Except as otherwise expressly provided herein, the exclusions of liability, releases and indemnities set forth in this Section 13 shall apply to any claim(s), losses or damages without regard to the cause(s) thereof, including but not limited to preexisting conditions, whether such conditions be patent or latent, the unseaworthiness of any vessel or vessels, imperfection of material, defect or failure of the Products or equipment, breach of representation or warranty (express or implied), strict liability, tort, breach of contract, breach of duty (statutory or otherwise), or the negligence or other legal fault or responsibility of any person (including the indemnified or released party), and whether such negligence be sole, joint, concurrent, active or passive. Redress under the indemnity provisions set forth in this article shall be the exclusive remedy(ies) available to the Parties hereto for the matters, claims, damages and losses covered by such provisions.
14. U.S. EXPORT COMPLIANCE
Buyer warrants it will not, directly or indirectly, sell, export or reexport, or otherwise provide the Products furnished or sold under this Agreement to any individual, entity, destination, or for any use prohibited by the laws of the United States or any other jurisdiction or country that may be applicable without proper authorization by the appropriate governmental authorities. Buyer shall comply with all relevant legislation, laws, regulations and any other requirements of any government authority having jurisdiction over the parties’ activities, wherever located, which are in effect or which may in the future become applicable. This includes but is not limited to any laws relating to anti-corruption or bribery, all applicable economic sanctions, as well as the import and export laws and trade regulations of the United States of America and those of any other jurisdiction or country as may be applicable to any party including any applicable administrative requirements. Buyer agrees, that no item or Product supplied or sold under these General Terms and Conditions will be: (a) re-exported, trans-shipped, sold, or otherwise transferred to any country other than the country where GEODynamics has expressly agreed to ship the item, except as may be authorized under U.S. law, and then only with the prior written authorization of GEODynamics; or (b) re-exported, trans-shipped, sold, or otherwise transferred to persons within the country where GEODynamics has expressly agreed to ship the item if such a re-exportation, trans-shipment, sale, or transfer would violate U.S. law.
15. INTELLECTUAL PROPERTY
Notwithstanding anything herein to the contrary, GEODynamics shall continue to own GEODynamic’s intellectual property used in relation to the Agreement, including any improvements or modifications thereto, and Buyer’s rights in relation to such intellectual property of Contractor shall be limited to the use of same only for purposes of installing, repairing, maintaining, or using the Products purchased from GEODynamics under the Agreement.
16. CONFLICT OF INTEREST
GEODynamics shall not give any fee, commission, rebate or other thing of value to or for the benefit of any employee or relative of an employee of Buyer’s or of Buyer’s Group, not provide or offer substantial entertainment to any such person(s), nor shall GEODynamics knowingly do business with any third party so as to benefit a member or relative of any of Buyer’s Party.
17. CONFIDENTIAL INFORMATION
GEODynamics agrees to keep confidential all information, not available to the public, furnished to GEODynamics by Buyer or produced at Buyer’s expense in connection with this order. Such information shall be clearly marked as “Confidential.” Any such obligation shall terminate upon the loss of confidential status of the information that occurs through no fault of GEODynamics.
Special tools, dies, molds, patterns, or other tooling either furnished by Buyer or purchased from GEODynamics by Buyer and used to produce articles involving Buyer’s confidential information shall be property of Buyer and shall keep confidential, used only for production of such articles for Buyer, and shall be promptly returned upon completion or termination of this order.
Buyer agrees to treat as confidential all non-public information regardless of source (whether in tangible or intangible form) relating to GEODynamics that is disclosed to the Buyer in connection with the Agreement. Buyer further agrees:
(a) to limit the use of such information to the specific purpose for which it was transmitted;
(b) to limit access to the information to only those persons having a need to know in order to perform under the Agreement. Buyer shall be liable for any breach of this Section 17 by any person to whom Buyer has disclosed GEODynamic’s confidential information;
(c) not to disclose to or discuss with any third party any portion of such information without the prior written authorization of GEODynamics;
(d) to limit the reproduction of any documents or other tangible materials embodying such information to the quantities reasonably required to perform under the Agreement; and
(e) to return all such information, including any copies thereof, to GEODynamics upon its request. GEODynamics retains for itself all proprietary rights in and to all designs, engineering details and data concerning the Products.
(a) If any provision herein is or becomes invalid or illegal in whole or in part, such provision shall be deemed amended, as nearly as possible, to be consistent with the intent expressed in the Agreement, and if such is impossible, that provision shall fail by itself without invalidating any of the remaining provisions not otherwise invalid or illegal. Paragraph headings or titles are included for ease of reference and do not constitute any part of the text or affect its meaning or interpretation.
(b) The Agreement, including these Terms and Conditions, constitute the entire understanding and agreement of GEODynamics and Buyer with respect to the sale of the item or items, and contain all of the covenants and agreements of GEODynamics and Buyer with respect thereof. Acceptance of the Poduct(s) by Buyer will evidence Buyer’s acknowledgment that no representations, inducements, promises or agreements, oral or written, have been made by GEODynamics to anyone acting on behalf of GEODynamics, which are not contained herein, and any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. These Terms and Conditions may not be altered, changed or amended except by an instrument in writing signed by GEODynamics and Buyer.
(c) Failure by GEODynamics to enforce any or all of these Terms and Conditions in any case or cases shall not constitute a waiver of or preclude subsequent enforcement of any or all of such Terms and Conditions, unless such waiver or release is in writing and signed by the Parties. In addition, the waiver by any Party of any breach or default hereunder shall not be deemed to constitute a waiver of any succeeding or preexisting breach or default.
(d) Any attempted or purported assignment or transfer of any of the rights, duties or obligations herein contained shall render such attempted or purported assignment or transfer null and void, provided that GEODynamics may perform and fulfill all or any of its obligations hereunder by or through any subsidiary and affiliate.
Buyer acknowledges “GEODynamics” is a registered trademark and it can only use this and other GEODynamics Registered and unregistered trademarks with GEODynamics permission and shall be noted as GEODynamics trademarks. (Connex®, Razor Perforating ® , Technik Solutions ®,, SmartStart™ , Reactive ®, iPerf® , Excape ®and others so identified are the property of GEODynamics).