TERMS AND CONDITIONS

All items supplied or sold by Century Geophysical Corporation ("Century") to the purchaser ("Customer") are sold subject to following terms and conditions:

Payment Terms:

All items sold by Century require payment in full before shipment. Customer agrees to pay all costs incurred by Century in collecting delinquent amounts, if any, including attorney fees.

Freight:

All sales are Ex Woks Century Geophysical Tulsa, Oklahoma. Transportation costs shall be at Customer’s expense, via Century designated mode unless otherwise directed by Customer. Delivery dates are estimates only.

Credit:

All orders sold on credit are subject to Credit Department approval.

Price:

All prices are quoted in U.S. Dollars, unless otherwise specifically stated. Prices are subject to change without notice. Price quotes in letter or Pro-Forma Invoice form will be honored for a period of thirty (30) days, unless otherwise specifically stated. Unless specifically stated, prices for customer equipment do not include shipping, transportation, insurance, taxes, or duty fees. Customer hereby agrees, by purchase of an item, to pay for all such associated costs.

Prices are those stated on the order, and unless otherwise noted are based on purchasing all items on the order. Pricing for individual items may vary for purchases of different quantities or item combinations. Century does not maintain most favored customer records, makes no representation with respect to the same, and rejects any price warranty terms proposed by Customer. Century’s published price list is subject to change without notice.

Orders:

Sales to customers within North America:

Parts:

All parts orders shall be paid for in full via credit card prior to shipment.

Equipment:

Equipment orders are subject to a 25% deposit at time of order. In cases of multiple orders, a 25% deposit is required for each order. Orders cancelled after sixty (60) days of placement will forfeit deposit. Forfeited deposits will not be applied to other orders or outstanding invoices. No action to fulfill the order will be taken until the 25% deposit has been received and approved by Century. Customer will be contacted when the order is complete. Customer must make payment for balance of order prior to shipment.

Sales to customers outside North America:

Payment must be made net cash in U.S. Dollars. Equipment orders are subject to a 25% deposit at time of order. In cases of multiple orders, a 25% deposit is required for each order. Orders cancelled after sixty (60) days of placement will forfeit deposit. Forfeited deposits will not be applied to other orders or outstanding invoices. No action to fulfill the order will be taken until the 25% deposit has been received and approved by Century. Customer will be contacted when the order is complete. Customer must make payment for balance of order prior to shipment. Century will not accept payment via letter of credit.

Delivery Dates:

All shipments and quoted delivery dates are subject to Century’s manufacturing scheduling, component availability, subcontractor delays, material shortages, and other unforeseen or uncontrollable circumstances. Century will make every reasonable effort to meet the delivery dates quoted; however, Century will not be liable for its failure to achieve such dates. In addition, Century will not agree to any penalty clause for delays in shipment.

Shipment:

All prices are quoted Ex Works Tulsa, Oklahoma unless otherwise specifically stated. Customer is responsible for all shipping and related costs.

Century, at customer’s request, will ship equipment using our best judgment as to carriers, packaging, and routing. Century, if requested, will ship to Customer’s specific shipping instructions.

Century reserves the right to use the services of a freight forwarder of its choice for shipments outside the United States.

Century is not responsible for loss or damage to goods once they leave Century.

Insurance:

Unless specifically stated, Customer is responsible for insurance coverage and associated costs on all shipments. Century will not insure shipments without written instructions to do so.

Export License: Equipment requiring an U.S. Government export license shall only be shipped after Century has received and approved the license.

Specifications:

Century reserves the right to change specifications, models, and designs without notice.

Training:

Training may be provided to the Customer’s representative(s), at the Customer’s request. Training costs will be defined and agreed upon prior to dispatching the trainer. Century will make its best attempt to adequately train based on the time provided. Century does not control time allocated or personnel designated by Customer for training, therefore, Century cannot guarantee effectiveness of such training.

Warranty:

THE FOLLOWING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANT-ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Century shall in no event be liable for, and Customer hereby agrees to indemnify Century against all claims related to, special, direct, indirect, incidental, consequential, or any other damages arising out of or related to the sale, use, or inability to use the product.

Hardware:

Century warrants products of its manufacture to be free from defects in materials, workmanship, and manufactured to meet the specifications published by Century, when new, for a period of twelve (12) months after date of shipment providing if, and only if, all the following conditions are met.

1. The item claimed to be defective has been exposed to normal use and service;

2. The item has not been repaired or altered, except by an authorized representative of Century, in a manner decided by Century, which would affect its reliability or functionality;

3. The item claimed to be defective has been returned at Customer’s expense to Century’s facility in Tulsa, Oklahoma within fifteen (15) days of failure;

4. Prior to return, the Customer obtained authorization by receiving an appropriate Return Merchandise Authorization number issued by Century;

5. The item is not one that is expendable in normal use, which has been expended in normal use.

Century’s liability under the foregoing warranty shall be restricted to the repair or replacement of the item at no cost to the Customer, other than freight and transportation costs.

Any article not manufactured by Century Geophysical is sold with only such warranties as are made by the manufacturer thereof. No other warranties, expressed or implied, of merchant-ability, fitness for a particular purpose, or otherwise, are made by Century Geophysical Corporation.

The above warranty does not cover scintillation crystals and photo-multiplier tubes. Century only warrants that these items shall be in working order upon delivery to Customer.

Customer Repairs of Equipment During Warranty Period:

Customer is responsible for shipping and insurance charges related to returning equipment to Century for warranty repairs. In ALL cases Century recommends return of the item to Tulsa, Oklahoma for repair. If the customer chooses to attempt repairs, then all cost related to, including engineering telephone and fax support of Century engineers, performed by the customer or his representative is solely the responsibility of the customer. The customer will be charged parts and labor at our standard equipment repair rate for any maintenance necessary to return equipment the normal configuration as a result of their failed or successful attempt of repairing the equipment. Any assistance provided by Century in the form of instructions, drawings, videos, trouble shooting procedures, fax instructions, etc is provided to assist the customer, but is NOT meant to be an approval of the Customer’s repair attempt. Century warranty will cover cost of repairs if the item is returned to Tulsa, Oklahoma which is the recommended repair procedure.

Software:

Customer is required to execute the Century Software Limited License Agreement before shipment and use of Century Software.

Century provides the logging software "AS-IS” without warranty of any kind, excepting to meet published specifications. Century may make improvement, or fix defects in the software. These revisions in the software may, under no obligation, be offered to the Customer. Century specifically disclaims all warranties of the software, expressed or implied, included but not limited to, implied warranties of merchant-ability and fitness for a particular purpose.

In no event shall Century be liable for any loss of profit, or commercial damage arising from the use, or misuse of the software.

Customer agrees to comply with both the United States and International Copyright Treaty provisions concerning archiving and distribution of logging software.

The Customer agrees that the software may only be reproduced for archival purposes. Copying the software for any other purposes is expressly prohibited.

Log Interpretations:

Century assures that efforts are made to provide calibrated and accurate measuring devices. Quality control and other procedures are methods employed to provide accurate instrumentation to gather information. However, any interpretation of such information by Century employees, Customer employees, or other individuals (whether made directly from logs or by electronic data processing from actual or digitized log data) or any recommendations based upon such interpretations are opinions based upon inferences from electrical or other measurements and empirical factors and assumptions, which inferences are not necessarily infallible, and with respect to which wireline log analysts may differ. In addition, such measurements may be affected by unknown conditions within the borehole or surrounding formation, causing such measurements to be invalid or speculative. Accordingly, in no event should any such interpretation or recommendation from such information be relied upon as the sole basis for any drilling, completion, treatment or production of a well, or development of a mine, or a decision concerning any procedure involving the safety of any persons or equipment.

Acceptance of Order:

Acceptance is limited to the express terms contained herein, and terms are subject to change by Century without notice. Additional or different terms proposed by Customer are deemed material and are objected to and rejected, but such rejection shall not operate as a rejection of the offer unless it contains variances in the terms of the description, quantity, price or delivery schedule of the goods.

All contracts are accepted in Tulsa, Oklahoma, USA.

An order is not accepted by Century unless and until:

The 25% deposit is received by Century. Confirmation of acceptance will be transmitted by facsimile or e-mail.

Consent to Jurisdiction:

All transactions made pursuant hereto shall be deemed to have been made and entered into in Tulsa, Oklahoma United States of America. Any and all disputes arising directly or indirectly from such transactions shall be resolved in the courts of the County of Tulsa, State of Oklahoma, to the exclusion of any other court, and any resulting judgment may be enforced in any court having jurisdiction of such an action. All transactions shall be governed and construed in accordance with the laws of the State of Oklahoma.

Indemnification:

Customer hereby agrees to indemnify Century for any costs, including attorney fees, incurred by Century as a result, in whole or in part, of any violation by Customer of any Federal, State or Local statute or regulation, or of any nationally accepted standard. It shall be Customer’s sole responsibility to comply with all applicable laws and regulations regarding the handling, use, transportation, or disposal of products upon taking possession of the same.

Miscellaneous:

Century’s decision on the matter of misuse to the equipment will be final and binding upon the Customer with respect to warranty claims. Failure by Century to enforce any or all of the General Terms and Conditions in any case or cases does not constitute a waiver of or preclude subsequent enforcement.

AUTHORIZATION:

CENTURY LEGAL DEPARTMENT PERSONNEL ARE THE ONLY INDIVIDUALS AUTHORIZED TO MODIFY THESE TERMS AND CONDITIONS, WARRANT PRODUCT SUITABILITY FOR SPECIFIC APPLICATIONS, OR EXECUTE CUSTOMER DOCUMENTS, AND ANY SUCH ACTION IS NULL AND VOID UNLESS IN WRITTEN FORM SIGNED BY SUCH INDIVIDUAL.