General terms and conditions of purchase
of PRIME DRILLING GmbH of D-57482 Wenden-Gerlingen, Germany


1. Scope of Application

The following General Terms and Conditions of Purchase ("Purchase Terms") shall exclusively govern the entire legal relationship of Prime Drilling GmbH ("Prime Drilling") and Supplier on the purchase of goods and services. Supplier accepts these Purchase Terms as binding upon acceptance of Prime Drilling's purchase order or, at the latest, upon delivery of the goods ordered or performance of the services. The applicability of Supplier's conflicting, deviating or supplementary terms and conditions shall be excluded, even if Prime Drilling does not expressly object to them or if Supplier indicates that he is only willing to deliver in accordance with his own terms and conditions. These Purchase Terms shall also apply to all future transactions with Supplier.


2. Conclusion of Contract

2.1 Prime Drilling's purchase orders are only binding if made in writing. Verbal purchase orders or orders placed by telephone are not binding and require a written confirmation in order to become binding. Amendments to and changes of the purchase orders or any supplements thereto shall only be binding if made in writing.

2.2 Supplier is obliged to declare in writing within 10 days from receipt of the purchase order whether he accepts purchase orders placed by Prime Drilling. An order confirmation that deviates from the purchase order constitutes a counter-proposal and shall be binding only if accepted by Prime Drilling in writing. Under no circumstances shall silence on the part of Prime Drilling be deemed as acceptance of an order confirmation that deviates from the original purchase order.


3. Delivery and Performance, Shipping Documents

3.1 Supplier shall inform Prime Drilling about the prospective delivery date of the goods to be delivered or performance of the service as soon as and insofar as this is possible and reasonable for Supplier. If Supplier is unable to commit to a certain performance date, he shall be obliged to inform Prime Drilling about the earliest and latest delivery or performance date.

3.2 Agreed delivery and performance dates are met if the Goods have arrived or the performance was rendered at the agreed destination at the agreed time and in the agreed quantity.

3.3 Supplier must inform Prime Drilling immediately without undue delay in writing about all circumstances, including their cause and anticipated duration, which could affect timely delivery or performance once these circumstances become apparent. Prime Drilling reserves the right, in accordance with the statutory provisions, to rescind the contract and/or claim damages if the Supplier exceeds the agreed upon delivery or performance date.

3.4 In the event of delays in delivery or performance or interruption of delivery or performance due to unforeseeable and unavoidable events such as violence, war, labor disputes, natural disasters or pandemics or due to other unavoidable and severe events beyond Supplier's control and sphere of influence and for which he is not responsible, the Supplier shall be released from its contractual obligations for the duration and scope of such disturbance. The Supplier shall immediately inform Prime Drilling of the occurrence and termination of any unforeseeable event. The parties are obliged to adjust their mutual contractual obligations to the changed circumstances in good faith. If the end of the disruption is not foreseeable or if it lasts longer than three months, Prime Drilling is entitled to withdraw from the contract.

3.5 The risk of accidental loss or deterioration of the Goods shall be borne by Supplier until their arrival at the agreed destination. The destination shall be the place of performance.

3.6 Supplier shall attach a delivery bill to each delivery of delivery items containing the following information: date of order, order number, other identifiers as required in the order, quantity of Goods.

3.7 Partial deliveries or partial services shall not be permitted unless Prime Drilling has given its express consent.

3.8 If Prime Drilling and Supplier do not stipulate the type of packaging and shipping, Supplier shall be obliged to provide for the customary type of shipping and packaging. On Prime Drilling's request, Supplier must take back free of charge any transport packaging as well as any retail and outer packaging at any time or, in the event of recurrent deliveries, at the time of the subsequent delivery.


4. Prices, Terms of Payment

4.1 The price indicated in the purchase order for the delivery or performance of the delivery item is fixed and includes free shipping to the delivery or service address. It includes packaging, freight, insurance and other ancillary costs, however, it does not include VAT.

4.2 Payment of the invoiced amounts shall be made at Prime Drilling's discretion within 10 days with a discount of 3 % or within 30 days net, unless provided otherwise. These time limits shall commence on the day on which Prime Drilling receives the proper invoice, but in no event before Prime Drilling received the complete delivery or service. In the case of early deliveries or services, the due date and the beginning of the discount period shall be determined by the agreed delivery or service date.

4.3 If Prime Drilling is in default of payment, Prime Drilling shall owe default interest in the amount of five percentage point above the base rate according to Section 247 German Civil Code (Bürgerliches Gesetzbuch; "BGB").

4.4 Supplier shall not be entitled to set off any claims which are disputed by Prime Drilling which have not been finally adjudicated or which are not ready for adjudication.


5. Transfer of Ownership

Retention of title by the Supplier will only be accepted by Prime Drilling if and to the extent that Supplier in each case retains title until payment of the purchase price for the respective delivery item. Any extended or expanded retention of title by Supplier is excluded.


6. Prime Drilling's Rights in case of Defects

6.1 The quality of the delivery items or services and Supplier's responsibility for their quality shall be governed by the respective individual agreements of the parties. Supplier is obliged to provide the delivery items or services free of material defects and defects of title. Besides, the delivery items shall be in accordance with the latest state of the art, the agreed technical data and shall comply with all applicable safety regulations.

6.2 Prime Drilling shall inspect the delivery items without undue delay upon receipt to the extent this is reasonable within the scope of the ordinary course of business, and shall notify Supplier without undue delay about any defects discovered. If a defect is discovered at a later time (hidden defect), notice thereof must be given without undue delay upon discovery of the defect.

6.3 If Supplier is in breach of his obligations according to Section 6.1 (in particular with respect to the obligation to deliver Goods without any defects in quality or title), Prime Drilling's rights as well as the applicable statute of limitations shall be determined by the statutory provisions.

6.4 In addition to the statutory provisions (cf. Section 6.3), Prime Drilling shall be entitled at Supplier's expense to remedy the defect of the delivery item or service itself or to exchange the defective Goods for a replacement procured otherwise if, for particular reasons of urgency, Prime Drilling is not in the position (i) to notify Supplier of the defect and the imminent damages and (ii) to grant him a time limit for subsequent performance without occurrence of the damage.

6.5 If Prime Drilling has notified Supplier of the defect in due time, the statute of limitations for claims based on defects is suspended until Supplier has finally rejected responsibility for the defect or has declared that the defect has been remedied. If Supplier recognizes his obligation for subsequent performance, the subsequent performance shall trigger the commencement of a new statute of limitation period. In the event the defect is remedied the new statute of limitations shall only apply to the remedied defect. If replacement Goods are delivered, the statute of limitations shall apply to the entire replacement.

6.6 Acceptance of delivery or service and the payment shall not be deemed to constitute an acknowledgement of correct delivery or service.


7. Product Liability, Product Recall

7.1 To the extent Supplier bears responsibility for a product defect whose cause lies within his sphere of control and organization, he shall be obliged to indemnify Prime Drilling upon first demand against all damage claims of third parties. Supplier shall reimburse all of Prime Drilling's necessary expenses in connection with these claims.

7.2 Supplier is obliged to obtain insurance, in a reasonable amount, against the risks of product liability for the Goods delivered by him. Upon written request, Supplier shall provide Prime Drilling with proof of the insurance coverage within two weeks from receipt thereof.

7.3 If Prime Drilling is obliged to conduct a recall due to Goods being defective, Supplier shall bear all necessary expenses in connection with this recall to the extent such expenses stem from the Goods being defective.


8. Intellectual Property Rights

8.1 Supplier shall ensure that (i) the Goods, (ii) the delivery of the Goods by Supplier and (iii) the use of the Goods by Prime Drilling in accordance with the contract do not violate any industrial property rights of third parties.

8.2 Supplier shall be obliged to indemnify Prime Drilling upon first demand against all claims by third parties due to the breach of such industrial property rights and to reimburse all necessary expenses in connection with these claims. This obligation shall not apply if Supplier does not bear any responsibility for the breach of obligation according to Section 8.1. Any other warranty claims of Prime Drilling shall remain unaffected.


9. Confidentiality

9.1 The parties undertake to keep the business secrets of the other party - with the exception of publicly accessible information - secret during the business relationship and beyond. Business secrets include in particular all information which is not generally known in this way, such as customer lists, price lists, drawings, process instructions, formulas and inventions. The obligation of confidentiality shall not apply to such information which was already known to the Receiving Party upon receipt, was or will be lawfully made available to the Receiving Party by third parties without imposing any obligation of confidentiality, or must be disclosed to third parties due to official or statutory orders (e.g. licensing authorities, supervisory or governmental authorities or to consultants bound to professional secrecy).

9.2 The information, data, documents and other records provided by Prime Drilling to the Supplier may only be used for purposes of the business relationship with Prime Drilling. If, in the course of the business relationship, the Supplier is lawfully provided with or obtains knowledge of any trade secrets of Prime Drilling, the Supplier shall treat such trade secrets as confidential and shall use appropriate confidentiality measures to ensure that confidentiality is maintained. Should the supplier have to disclose any confidential documents to subcontractors or suppliers, the supplier shall also oblige them in accordance with the above conditions.

9.3 Without Prime Drilling's prior express written consent, the Supplier may not refer to the existing business relationship with Prime Drilling in its external presentation.


10. Final Provisions

10.1 The transfer of a purchase order to third parties, including the transfer of the contract or the assignment of the rights and claims arising hereunder, require Prime Drilling's prior written consent. Section 354 a German Commercial Code (Handelsgesetzbuch, "HGB") shall remain unaffected hereby.

10.2 The invalidity of single provisions of these Purchase Terms shall not affect the validity of the remaining provisions or the contract.

10.3 Amendments and supplements to the contract and/or these Purchase Terms and any side agreements must be made in writing in order to be effective. The same shall apply to the amendment of this written form requirement.

10.4 The laws of the Federal Republic of Germany shall apply except for the UN Convention on Contracts for the International Sale of Goods (CISG).

10.5 Exclusive venue for any and all disputes arising from or in connection with the contractual relationship of the parties shall be the seat of Prime Drilling. Prime Drilling shall be entitled, however, to sue Supplier at any other court having statutory jurisdiction.

10.6 These Purchase Terms have been drafted in the German and English language. The German version shall prevail.