VENTEX INTERNATIONAL BUSINESS Oil & Gas Corp.

PO XXXXXXXXXX

Page 1 of 3

TERMS AND CONDITIONS OF PURCHASE

1- Definition: Order means this purchase order. Materials means any material, part,
item, machinery, equipment, article, service or task specifically requested by this order.
Seller means the person, corporation, partnership or entity to whom this order is
issued. Purchaser means VENTEX INTERNATIONAL BUSINESS Oil & GAS
CORPORATION
2- Acceptance: This Purchase Order, together with the specifications, drawings and
documents referred to herein, which by reference are all made a part hereof, constitute
the entire agreement between the parties related to the goods, services and deliverables
to be purchased hereunder, and all prior negotiations, proposals and writings between
the parties pertaining to this Purchase Order are hereby superseded. The order will not
become a contract binding upon Purchaser or Seller until the earlier to occur of (a)
receipt by Purchaser of written acceptance of the Order from an authorized employee of
Seller or (b) delivery by Seller to Purchaser of all or any portion of the Materials.
3- Modification and assignment: to be effective, any modification of this Order must be in
writing and accepted by Purchaser and Seller. Seller understands that Purchaser is
purchasing for resale and Seller consents to the assignment of all Purchasers rights and
responsibilities (except purchasers obligation to pay the purchase price for the materials
hereunder) to all persons and entities who purchase the materials from purchaser. Seller
shall not assign or subcontract this order without the written consent of the purchaser or
agent nor shall seller assign any monies due to become due to seller hereunder without
the prior written consent of purchaser.
4- No charge will be allowed for handling, packing, crating, drayage or storage without the
Purchasers written permissions.
5- Goods delivered in excess of the amount called for in this Purchase Order may be refused
and returned at Sellers expense.
6- Payment for the goods under this Purchase Order shall not constitute acceptance thereof.
All materials shall be received subject to Purchasers inspection and rejection. Defective
material or material not in accordance with Purchasers specifications may be held for
Seller's instructions and at its risk and expense. If instructions are not received within
fifteen (15) days after notice of rejection, goods may be returned or sold for Seller's
account, at Seller's expense.
7- Force Majeure shall mean any act, event, cause or occurrence which is not within the
reasonable control of the affected party and not caused by the act or omission of the
affected party or its sub-suppliers or agents and which renders impossible the affected
partys ability to perform its obligations. Neither party shall be liable for delays due to
Force Majeure events, including acts of God, acts of governmental authority, acts of
public enemy, war, fires, floods, epidemics, but this paragraph shall not prevent
Purchaser from canceling in accordance with Paragraph 1 hereof. The parties agree that
Sellers sole remedy for delay resulting from a Force Majeure event shall be an
adjustment to the contractual delivery date(s) pursuant to a Purchase Order Addendum;
provided that Seller has (1) provided Purchaser written notice of the Force Majeure event
within five (5) business days of its occurrence and (2) taken reasonable measures to
mitigate the delay resulting from such Force Majeure event.
8- Seller warrants goods furnished hereunder shall be of the highest quality, fit and
sufficient for the purpose intended in accordance with relevant specifications, and free
from all defects in design, workmanship and materials, and free from all liens and
encumbrances. Purchaser may at any time within the period expiring eighteen (18)
months after start-up of the plant or thirty-six (36) months after delivery, whichever
occurs first, notify Seller that the goods, services and/or deliverables furnished to
Purchaser fail to conform to the requirements of these terms and conditions. Upon
receipt of any such notice Seller shall, at its expense, promptly at the option of Purchaser
either correct, repair or replace any such goods, services and/or deliverables.

Document: T&Cs Ventex

Document Date: Jan 23 2015

VENTEX INTERNATIONAL BUSINESS Oil & Gas Corp.

PO XXXXXXXXXX

Page 2 of 3

9- Seller warrants that the use or sale of the goods, services and deliverables delivered
hereunder will not infringe any patent, copyright, trademark, intellectual property rights
or proprietary interests of third parties. Seller shall at its sole expense indemnify, hold
harmless and defend the Purchaser and Owner and each of their respective officers,
directors and employees (collectively, the Purchaser Indemnitees and, individually, a
Purchaser Indemnitee) from and against, any suit or proceeding brought against a
Purchaser Indemnitee based on a claim that the manufacture, use or sale of any goods
or services, or any part thereof, supplied under this Purchase Order constitutes
infringement of any patent, copyright, trademark, intellectual property or proprietary
information rights of others, and Seller shall be responsible for all charges of attorneys
and consultants and all costs and expenses arising therefrom.
10- This offer is expressly limited to the terms and conditions contained in the Purchase
Order and any attached exhibits and schedules. Any additional, or conflicting, terms and
conditions contained in any acknowledgment of this offer are hereby objected to.
11- No waiver of or exception to any of the terms, conditions, or provisions contained in this
Purchase Order shall be valid unless specifically agreed to in writing by Purchaser.
12- Seller warrants that it is in compliance with all applicable laws, rules and regulations
including, without limitation, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery
Act 2010.
13- Seller agrees to indemnify, hold harmless and defend the Purchaser Indemnitees from
and against any claim, demand, cause of action, loss, expense or liability brought by any
persons, from and against any judgments in respect thereto, on account of personal
injury to or death of persons or damage to or destruction and loss of property arising
directly or indirectly out of defects in the goods, services and/or deliverables, or the acts
or failure to act of Seller or its sub-suppliers, or agents or the employees of any thereof,
in the supply of the goods, services and/or deliverables, including any expenses and
attorney's fees incurred by a Purchaser Indemnitee for legal action to enforce Seller's
indemnification obligations. Seller shall defend, indemnify and hold harmless the
Purchaser Indemnitees from any liability resulting from Seller's or its sub-supplier's
failure to make timely payment of or to pay any such expenses.
14- The terms of delivery of the goods and/or deliverables shall be in accordance with
INCOTERMS 2010.
15- TIME OF DELIVERY IS OF THE ESSENCE FOR THIS PURCHASE ORDER. Seller shall
promptly notify Purchaser of any actual or anticipated delay in delivery of any goods and
shall take all reasonable steps to avoid or end delays without additional cost to
Purchaser.
16- CANCELLATION. Buyer may cancel this Order for default with respect to all or any part of
undelivered Goods if Seller(a)does not meet delivery or performance schedules, (b)
breaches any terms hereof, including warranties or (c) becomes insolvent or commits
any act of bankruptcy. In the event of cancellation for default, Buyer shall have no
liability whatsoever for undelivered Goods or any part thereof.
17- Purchaser shall have the right to terminate for its convenience further performance of all
or any separable part of this Purchase Order at any time by written notice to Seller. In
such event, Purchaser shall be responsible for payment of only those goods and
deliverables received and accepted by Purchaser.
18- Purchaser may at any time, by written notice to Seller, suspend further performance of
all or any portion of this Purchase Order by Seller. Upon receiving any such notice of
suspension, Seller shall promptly suspend further performance of the Purchase Order to
the extent specified, and during the period of such suspension shall properly care for and
protect all work in progress and materials, supplies, and equipment Seller has on hand
for performance of the Purchase Order.
19- Seller shall not without Purchaser's prior written consent (not to be unreasonably
withheld) sub-contract or delegate in any manner whatsoever Seller's performance under
this Purchase Order. Seller shall ensure that all sub-suppliers / sub-contractors abide by
and observe, to the extent applicable, the terms and conditions of this Purchase Order

Document: T&Cs Ventex

Document Date: Jan 23 2015

VENTEX INTERNATIONAL BUSINESS Oil & Gas Corp.

PO XXXXXXXXXX

Page 3 of 3

and all applicable Purchaser policies; Seller shall insert or cause to be inserted into all
subcontracts and sub-supplier purchase orders provisions to this effect. Seller shall be
fully responsible to Purchaser for the acts and omissions of all sub-suppliers / subcontractors and their personnel and agents, as if such acts and omissions were acts and
omissions of Seller.
20- Seller shall be liable for and warrants that it will pay or ensure the payment of any and
all taxes, levies, interest, fines, penalties, assessments and fees of every kind, or
increases in the foregoing, from any jurisdiction imposed on Seller in connection with
Seller's performance under this Purchase Order or income earned by Seller under this
Purchase Order.
21- The goods provided by Seller under this Purchase Order are subject to inspection,
expediting and witnessing of Seller's testing by the Purchaser, who shall be granted
access to all parts of the Seller's plant(s) or Seller's sub-supplier's plant(s) engaged in
the manufacturing or processing of this Purchase Order.
22- Complete and accurate information is required to maintain the overall schedule. Unless
otherwise stated, Seller shall at a minimum furnish every month a written report
detailing the status of engineering, material procurement, production and shipping
information. Further, Seller agrees to notify Purchaser in writing of any shipment of
hazardous or dangerous goods.
23- In no event shall either Party be liable to the other Party for any consequential, special,
punitive, exemplary, indirect, or incidental damages, whether or not foreseeable, and
irrespective of the theory or cause of action upon which such damages might be based,
including but not limited to negligence or other tort, contract, strict liability, breach of
warranty or otherwise.
24- SELLER AGREES THAT IT IS SOLELY RESPONSIBLE IN ITS PERFORMANCE UNDER THIS
PURCHASE ORDER FOR REQUIRED COMPLIANCE WITH THE IMPORT AND EXPORT LAWS
AND REGULATIONS OF ANY APPLICABLE JURISDICTION OR COUNTRY.
25- Seller warrants full and unrestricted title to Purchaser for all goods and services furnished
by Seller under this Purchase Order, free and clear of any and all liens, restrictions,
reservations, security interests, and encumbrances at the point of physical delivery of
the goods and services into the custody of Purchaser's shipping agent.
26- With respect to any intellectual property owned by Seller or its subcontractors that is
included in the Goods, Deliverables and related data, drawings, documents and
specifications related to the Project, Seller hereby grants Purchaser and Owner with an
irrevocable, perpetual and royalty-free license to use, modify or copy such intellectual
property for any purpose related to the Project.
27- In addition to disputed amounts set forth in an invoice, Purchaser may withhold payment
on an invoice or a portion thereof in an amount and to such extent as may be reasonably
necessary to protect Purchaser from loss due to defective Goods or Services not
remedied in accordance with this Agreement; the assessment of any fines or penalties
against Purchaser as a result of Sellers failure to comply with applicable law; amounts
paid by Purchaser to Seller in a preceding month incorrectly or for which there was
insufficient or inaccurate supporting information; delay liquidated damages due and
payable by Seller to Purchaser; failure of Seller to make payments to sub-suppliers as
required under their respective subcontracts; or any other costs or liabilities which
Purchaser has incurred or will incur for which Seller is responsible.
28- In the event of any discrepancy, ambiguity or divergence between any of the documents
forming part of the Purchase Order, the same shall be resolved by applying the following
descending order of precedence:
a. The Ventex Purchase Order
b. This Terms and Conditions of Purchase.
29-Choice of Law: This order shall be governed by and interpreted in accordance with the
internal laws of the State of Texas, United States of America

Document: T&Cs Ventex

Document Date: Jan 23 2015