1. OWNERSHIP OF EQUIPMENT: Title to the Equipment shall remain with Adtech Motors, and the Equipment must remain at the place of work. Relocation of the Equipment is only allowed with prior written notice and acknowledgment by Adtech Motors. The Equipment shall be delivered to Adtech Motors upon demand.

2. OPERATION OF EQUIPMENT: The Customer must operate the Equipment in accordance with published specifications available on Adtech Motors’ website at www.adtechmotors.com or written instructions given by Adtech Motors.

3. INDEMNIFICATION: The parties agree as follows:
a. The Customer will indemnify and hold Adtech Motors harmless for loss of or damage to the property of the Customer or any third party arising out of the use of the Equipment, however caused.
b. The Customer will indemnify and hold Adtech Motors harmless for consequential loss or damage arising out of the use of the Equipment, including, without limitation, any such loss to the persons or property of third parties.
c. The Customer shall indemnify, defend, and hold harmless Adtech Motors, its directors, officers, agents, servants, employees, insurers, and representatives from, against, and with respect to any claim, liability, obligation, loss, damage, assessment, judgment, cost, or expense (including, without limitation, reasonable attorney’s fees and costs and expenses reasonably incurred in investigating, preparing, defending against, or prosecuting any litigation or claim, action, suit, proceeding, or demand) of any kind or character to the extent arising out of an incident related or attributable to the willful or negligent acts or omissions of the Customer, its agents, servants, employees, or representatives in the operation of the Equipment.
d. In no circumstances will Adtech Motors be responsible for damage to property or consequential loss claims arising from the following incidents: loss of hole, seepage and pollution, redrilling expenses, resource damage, cost control, fishing for Equipment, and remedial works. The Customer will indemnify and hold Adtech Motors harmless against claims of these types from any party.
This indemnity shall survive the termination of this Agreement.

4. WARRANTY: Customer will always have complete care, custody, supervision, and control of the work or well, and the recommendations of Adtech Motors are only advisory and without representation as to results. Adtech Motors warrants only that the Equipment will be free from defects in workmanship and materials and will be in good working order the day it is delivered, and that the Equipment will conform to Adtech’s published specifications. The Customer’s sole remedy shall be the replacement of, or the allowance of credit for, the Equipment determined by Adtech Motors to be defective, and such replacement or allowance shall be at the sole discretion of Adtech Motors.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5. TERMS OF PAYMENT: Payment will be made within 30 days of receipt of invoices. If payment is not made within 30 days of receipt of the invoice, interest will run at a rate of the lesser of 1.5% per month or the maximum rate permitted by law from the date the invoice was rendered. Should the services of an attorney be necessary to collect amounts, a reasonable fee will be imposed. Customers shall not withhold or offset payments for any reason.

6. LOST/DAMAGED EQUIPMENT AND PARTS: Customer will pay for all repair costs. If any part of the Equipment is damaged beyond repair, Adtech Motors, in its reasonable discretion, shall determine if the equipment is damaged beyond repair. In such case, the Customer will be invoiced at the current sale price.

7. TAXES: Any excise, levies, taxes, or other assessments which Adtech Motors is required to pay or collect, under any existing or future law or regulation upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption, or transportation of any of the Products requested by Customer, shall be for the account of Customer, and Customer hereby agrees to pay the amount incurred by Adtech Motors upon request. Taxes not collected and not itemized on this invoice remain the sole responsibility of the Customer to self-assess and remit in accordance with applicable state and local tax laws in their jurisdiction.

8. AGREEMENT: This Agreement supersedes all other agreements and conditions relating to the Equipment and prevails over other conditions. No amendment shall be effective unless in writing and signed by both parties.

9. THE LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, and all the obligations and undertakings of each party to this Agreement shall be performable at Oklahoma City, Oklahoma. The parties waive trial by jury and agree to binding arbitration in Oklahoma City for any disputes arising under this agreement.

10. LIMITATION OF LIABILITY: Adtech Motors’ liability arising from or related to this Agreement shall in no event exceed the total amount paid by Customer under this Agreement. In no event shall Adtech Motors be liable for any indirect, incidental, special, or consequential damages, including but not limited to lost profits or loss of business, arising out of or in connection with the use or performance of the Equipment.