Terms & Conditions
General Terms and Conditions The operations conducted, and the services, goods, equipment and personnel provided (collectively the “Services”) by Brigade Energy Services, LLC (“BES”) to the applicable customer (“Customer”) shall in all instances and circumstances be subject to, and governed by, the following terms and conditions (these “Terms”). By signing this field ticket, Customer is thereby agreeing that these Terms shall apply to such Services even if prior or subsequent field tickets relating to the Services are not signed by a Customer representative.
1. Acceptance of Terms. Customer agrees that the prices charged by BES for the Services take into consideration and are predicated on Customer agreeing to be bound by these Terms, including the allocations of risk and liabilities contained herein, with these Terms superseding any other terms and conditions alleged to have been agreed to by BES and Customer.
2. Payment Terms, Pricing, Collection. Unless payment for the Services has already been made, payment for the Services shall be made in cash in US dollars paid no later than thirty (30) days from the date of the date of the invoice relating to this field ticket. BES reserves the right to charge Customer a late payment penalty of up to 1.5% per month (not to exceed the maximum allowed by applicable state or federal law) on any past due unpaid balances owed for the Services. All prices are exclusive of any federal, state or local taxes imposed on, or arising in connection with, the provision of the Services (“Taxes”), which Taxes will be added to quoted prices where applicable. For unpaid amounts collected through legal proceedings or by a collection agency, Customer shall pay all attorney and collection agency fees and other costs incurred by BES in connection therewith in addition to the amount of the unpaid invoice and any accrued late payment penalty. For the avoidance of doubt, Customer hereby acknowledges, understands and agrees that, in connection with the collection of past due invoices, BES shall have the right to file liens against Customer, Customer’s property, the well on which the Services were performed and the well site where the Services were provided.
3. Indemnities
a) BES’S INDEMNIFICATION OF CUSTOMER: EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH 3(b) HEREOF, BES AGREES TO PROTECT, DEFEND, INDEMNITY, AND SAVE HARMLESS CUSTOMER, ITS PARENT, SUBSIDIARIES, AFFILIATES, JOINT OWNERS, CONTRACTORS OF EVERY TIER (OTHER THAN BES GROUP) AND THEIR RESPECTIVE EMPLOYEES, CONSULTANTS, AGENTS, REPRESENTATIVES, INSURERS AND INVITEES (COLLECTIVELY, “CUSTOMER GROUP”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LIENS, LOSSES, SUITS, JUDGMENTS, LIABILITIES, EXPENSES (INCLUDING ATTORNEY’S FEES AND ASSOCIATED COSTS) AND CAUSES OF ACTION OF WHATEVER KIND AND NATURE (COLLECTIVELY, “LOSSES”), WITHOUT LIMIT AND WITHOUT REGARD TO CAUSE OF CAUSES THEREOF OR THE NEGLIGENCE OF ANY PARTY OR PARTIES, ARISING IN CONNECTION HEREWITH IN FAVOR OF BES, ITS PARENT, SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS OF EVERY TIER AND THEIR RESPECTIVE EMPLOYEES, CONSULTANTS, AGENTS, REPRESENTATIVES, INSURERS AND INVITEES (COLLECTIVELY, “BES GROUP”), ON ACCOUNT OF BODILY INJURY, DEATH OR DAMAGE TO PROPERTY.
b) CUSTOMER’S INDEMNIFICATION OF BES: CUSTOMER AGREES TO PROTECT, DEFEND, INDEMNITY, AND SAVE HARMLESS BES GROUP FROM AND AGAINST ANY AND ALL LOSSES, WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF OR THE NEGLIGENCE OF ANY PARTY OR PARTIES, ARISING IN CONNECTION HEREWITH IN FAVOR OF CUSTOMER GROUP, ON ACCOUNT OF BODILY INJURY DEATH OR DAMAGE TO PROPERTY.
c) ADDITIONAL INDEMNITIES. NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS TO THE CONTRARY, CUSTOMER SHALL ASSUME RESPONSIBILITY FOR AND SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS BES GROUP FROM AND AGAINST ANY AND ALL LOSSES, WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF OR THE NEGLIGENCE OF ANY PARTY OR PARTIES, ARISING IN CONNECTION HEREWITH ON ACCOUNT OF (I) PERSONAL INJURY, DEATH AND PROPERTY DAMAGE THAT RESULTS FROM RADIOACTIVITY, (II) PERSONAL INJURY, DEATH AND PROPERTY DAMAGE (INCLUDING THE COST OF CLEANUP AND REMEDIATION) THAT RESULTS FROM POLLUTION OR CONTAMINATION OF ANY KIND, (III) INJURY TO, DESTRUCTION OF, OR LOSS OR IMPAIRMENT OF ANY PROPERTY RIGHT IN OR TO OIL, GAS, OR OTHER MINERAL SUBSTANCE OR WATER, IF AT THE TIME OF THE ACT OR OMISSION CAUSING SUCH INJURY, DESTRUCTION, LOSS, OR IMPAIRMENT, SAID SUBSTANCE HAD NOT BEEN REDUCED TO PHYSICAL POSSESSION ABOVE THE SURFACE OF THE EARTH, (IV) ANY LOSS OR DAMAGE TO ANY FORMATION, STRATA, OR RESERVOIR BENEATH THE SURFACE OF THE EARTH, (V) ANY AND ALL LOSSES SUFFERRED DURING OR AS A RESULT OF DOWNHOLE OPERATIONS, INCLUDING LOSS OF OR DAMAGE TO ANY WELL OR HOLE (INCLUDING THE COST OF RE-DRILL AND LOSS OF DAMAGE TO ANY CASING, TUBING, WELL HEAD EQUIPMENT, PLATFORM OR RELATED EQUIPMENT) AND (VI) PERSONAL INJURY, DEATH AND PROPERTY DAMAGE THAT RESULTS FROM BLOWOUT, FIRE, EXPLOSION, CRATERING OR ANY UNCONTROLLED WELL CONDITION (INCLUDING THE COST TO CONTROL A WILD WELL AND THE REMOVAL OF DEBRIS). IN ADDITION, NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS TO THE CONTRARY, CUSTOMER SHALL BE LIABLE TO CONTRACTOR FOR LOSS OF OR DAMAGE TO CONTRACTOR’S DOWN-HOLE EQUIPMENT (ORDINARY WEAR AND TEAR EXCEPTED) WHILE SUCH EQUIPMENT IS BELOW THE ROTARY TABLE IN A WELL UPON WHICH WORK IS BEING PERFORMED HEREUNDER.
d) No Exception to Indemnity Obligations; Insurance: It is the intent of the parties hereto that all indemnity obligations assumed by the parties hereto under Paragraphs 3(a) through 3(c) hereof be without limit and without regard to the cause or causes thereof including preexisting conditions, the unseaworthiness of any vessel or vessels, strict liability or the negligence of any party or parties whether such negligence be sole, joint or concurrent, active or passive. Customer agrees to support its indemnity obligations by third-party insurance or self-insurance in an amount not less than $10 million (through a combination of primary and excess layers of coverage) except for worker’s compensation insurance which coverage shall be in accordance with the laws of the state where the Services are to be performed. Customer further agrees that, to the extent of the risks and liabilities assumed by Customer hereunder, such required third-party insurance or selfinsurance shall (i) be primary to any insurance of the BES Group, (ii) name BES Group as an additional insured and (ii) waive all rights of subrogation against BES Group and its insurers. If it is judicially determined that the monetary limits of insurance required hereunder exceed the maximum limits permitted under applicable law, it is agreed that said insurance requirements shall automatically be amended to conform to the maximum limits permitted under such law.
4. Limitation of Liability. Customer understands and agrees that, except for BES’s indemnity obligations under Paragraph 3(a) hereof, if BES should be found liable to Customer for loss or damage due to BES’s provision of the Services to Customer hereunder, BES’s liability to Customer shall be limited to the total sum paid by Customer to BES for such Services, as liquidated damages and not as a penalty, and this liability shall be exclusive.
5. No Warranty. The Services are provided AS IS/WHERE IS. BES does not guarantee results, nor does it make any representations or warranties concerning the Services. BES hereby disclaims all warranties, whether express or implied, that may arise or be deemed to be made with respect to the Services provided to Customer, including the implied warranties of merchantability and fitness for a particular purpose.
6. No Consequential Damages. Under no circumstances will BES be liable to Customer for, and Customer hereby waives any right to, any special, incidental, or consequential losses or damages suffered by Customer in connection with the provision of the Services to Customer, including lost business, revenue, profits and goodwill.
7. Governing Law. These Terms shall be construed in accordance with the laws of the State of Texas without regard to its conflict of laws principles. BES and Customer agree that in the event of a dispute between the parties regarding BES’s provision of the Services to Customer or any other dispute under these Terms shall be litigated exclusively in the state or federal courts located in Harris County, Texas.
