350 EXI 600 Top Drive

B u l l e t i n

2 0 1 5 0 e

The 350 ton, Model

EXI 600HP Extreme Top Drive
is a Full-Featured Electric
Top Drive for Small-Mast
Applications

he TESCO Model 350 EXI 600 Extreme

electric top drive system is a compact, full
featured, narrow top drive with horizontal drilling
in mind for smaller narrow mast drilling rigs.
Standardized parts that can be serviced easily
and are readily available.
Improved gear system and pipe handling
arrangement.
Easy access for maintenance and service.
Supports multiple Variable Frequency Drives for
easy integration.
Fully portable design with optional portable
Variable Frequency Drive.
24/7/365 Worldwide Technical Support and
Service.
TESCO has the best reliability and service record
in the industry. Our Portable Top Drives are designed to be compatible with innovative drilling
technologies - such as the Casing Drive System
and CASING DRILLING services.

350Ton ExI 600HP l Top drive

69 in
1 752 mm

Performance Curve
Theoretical Torque vs. Speed
350 EXI 600 Top Drive 11.11:1 Gear Ratio

40 in
1 016 mm

50

45

29 in
736.6 mm
21 in
533.4 mm

21.5 in
546.1 mm
45.5 in
1 155.7 mm
25 in
635 mm

Breakout

40

35

Drill Pipe Torque (ft.-lb. x 1000)

Value Added Operational Benefits

The complete system including the top drive, torque
system, and optional VFD building can be installed
in less than one day. Minimal rig modifications are
necessary.
 The 350 EXI 600 is available with an optional genset.
The drive can be independently packaged as a cabinet
or building. The top drive can also be easily integrated
with most existing VF drive configurations.
 The 350 EXI 600 offers all critical pipe-handling
functions including elevator link-tilt, 137.2 mm
(54 in.) extend/retract (for making mousehole
connections), and 360 pipe handler rotation. The
grabber will accommodate tool joints from 76.2 mm
(3 in.) to 222.25 mm (8 3/4 in.) OD.
The 350 EXI 600 top drives unique design integrates
the swivel, gearbox and P.H. Spool resulting in a very
compact unit but maintains the serviceability expected
from a TESCO top drive.
 The 350 EXI 600 system incorporates programmable
logic control. PLC ensures flawless communication
between the drillers panel and the drive system.
The PLC system optimizes efficiency and provides
important safety interlocks.
 The 350 EXI 600 package includes a customizable
torque arrest system. The track/torque bushing
configuration is simple to install and requires
minimal maintenance. A mud saver/safety valve is
incorporated into the system design.
 The entire 350 EXI 600 top drive can be transported in
three standard 5.08 m (20 ft.) sea containers and the
top drive may be transportable in the mast for quick
rig up.

30

Inside of Block Adapter

25

20

15

10

0
0

20 40 60 80 100 120 140 160 180 200 220

Drill Pipe RPM

Specifications
350TON EXI 600HP (with a 350 ton integrated swivel)

Imperial

Rated Capacity

350 ton

317 tonne

Rated Power

600 HP

447 kW

25,000 lbs.

6 204 kg

Operating Length (including 9 ft. links & elevators)

238 in.

6 045 mm

Width

44.5 in.

1 130 mm

Max. Continuous Drill Torque

30,000 ft-lb.

4 067 daN-m

Make-up / Breakout Torque

45,000 ft-lb.

6 101 daN-m

220 RPM

220 RPM

Estimated Weight

Max Speed
Quill ID

3.0 in.

Quill Connection

238 in.
6 045 mm

Metric

211.25 in.
5 365.75 mm

108 in. Links

2 743.2 mm

76.2 mm
NC61 SRG

Tesco Corporation / April 2007 / POD / Due to ongoing product development, all specifications are subject to change without notice.

Asia Pacific
Jakarta, Indonesia
Email: APBU_Sales@tescocorp.com

Europe/Russia
Aberdeen, UK
Email: EURO_Sales@tescocorp.com

Canada
Calgary, Alberta
Email: CABU_Sales@tescocorp.com

Latin America
Buenos Aires, Argentina
Email: LABU_Sales@tescocorp.com

China
Chaoyang District , Beijing,
Email: CHINA_Sales@tescocorp.com

Middle East & Africa

Dubai, UAE
Email: MEABU_Sales@tescocorp.com

t o p d r i v e s . c o m

United States
Houston, Texas
Email: USBU_Sales@tescocorp.com

B e t t e r

W a y s

t o

T h e

B o t t o m TM

ONSHORE DRILLING

High-torque top drives enhance drilling in shallow,

long-reach horizontal and deep vertical wells
By Ron Pettapiece, Ensign Energy Services,
and Barry Beierbach, Tesco Corp

WHEN DRILLING SHALLOW

extended-reach horizontal wells such as

steam injection wells to produce heavy
oil sands in Alberta, Canada, use of a
top drive drilling system is not only a
requirement, its necessary to have the
highest torque available. Some of the
wells can be only 1,500 ft total vertical depth (TVD), but they can also be
several miles long at virtually 90 from
vertical.
Drilling contractors do not necessarily
need the high hookload capacity that
was part and parcel of high-torque top
drives of the past. The top drives rated
weight capacity doesnt have to be high
due to the horizontal nature of the wells,
but high-torque capacity is a must.
Shallow, long-reach steam-assisted gravity drain (SAGD) wells in Alberta demand
high torque, and the additional torque of
the EXI top drive provides the capability
to mitigate downhole problems, including
the ability to backream at higher torque.
On the other hand, when Ensign Energy
Services drills deep vertical wells in
Wyoming, it helps to have the high
torque available, as well as the higher
hookload capacity, for deep wells.
The simplicity of the electrical, electronic, hydraulic and mechanical systems
allows for easy maintenance and repair
when required.

HXI, EXI DEVELOPMENT

TESCO Corp recently designed
enhanced top drive drilling systems
rated for 250 tons and 350 tons but with
high torque capacities of 24,000 ft-lb and
30,000 ft-lb, respectively. They were not
designed specifically for horizontal drilling applications but with horizontal drilling performance criteria in mind.
The companys new 250 HXI 700 hydraulic 250-ton, 700-hp top drive boasts
24,000 ft-lb of torque, and the 350 EXI
600 electric 350-ton, 600-hp top drive
has 30,000 ft-lb of torque. The EXI model
fills a gap in the companys range of top
drive offerings: It did not have a 350-ton
system. The 350 EXI 600 was introduced
in summer 2007.

94

May/June 2008

Tescos 350 EXI 600 top drive drilling system is a 350-ton, 600-hp unit with 30,000 ft/lb
of torque for long-reach horizontal wells.
The companys previous 250-ton top
drive model (250 HMI) has a torque rating of 19,000 ft-lb, limiting the horizontal
reach of wells due to its lower torque
rating, which limited the capability to
free stuck pipe. Also, the 250 HMI cannot drill with 5-in. drill pipe because the
torque requirement for that size pipe in
horizontal wells can be up to 25,000 ft-lb.

The 250 HXI 700s integrated pipe handling features include elevator tilt link,
54-in. extend/retract for making mousehole connections, and 360 pipe handler
rotation. The grabber will accommodate
tool joints from 3-in. to 8 -in. OD. The
units design also integrates the swivel,
gearbox and pipe-handling spool to
result in a small and compact design.
The 350 EXI 600 is a fully portable

D R I L L I N G CONTRACTOR

ONSHORE DRILLING

design with many of the same

pipe-handling features as the 250
HXI 700.
The top drives footprints are
small, but the units are slightly
longer (taller) than the companys
other models due to the integrated
automatic pipe-handling features.
However, they can be installed in
older land rigs with shorter derricks and masts with little or no
modification. Ensign installed a
250 HXI model top drive in its Rig
18 (132-ft mast) for Canadian land
drilling operations. Ensign also
ordered a 350 EXI model for its
newbuild Rig 51 that will drill horizontal wells in Gabon. Rig 51 is a
106-ft telescopic double ADR 400.

NEARLY 100% UP-TIME

Ensign has a 14-year history with
Tesco top drives and is familiar
enough with its track record to utilize the companys top drive prototypes on its rigs. In fact, Tescos
first portable top drive model was
installed in 1994 on Ensign Rig 4.
Ensign also worked with the company to prototype the 250 EMI 400

in December 2005 and the 250 HXI

700 in October 2007.
A new ADR (automated drilling
rig) for Ensign Canadian Drilling
also features an EXI model top
drive. Rig 126 is a pad rig that can
drill single, double or triple stands
and is capable of self-moving in
that it can walk from well to
well. It is contracted to drill longreach horizontal wells in the challenging Canadian heavy oil market
where high torque is required. Top
drive up-time has exceeded 98%
since installation in October of
2007, according to TESCO.
The company installed its second
350 EXI 600 on Ensign United
States Drilling Rig 89 in Wyoming
in October 2007. This has enabled
the rig to drill vertical wells of
almost 15,000 ft with high rate of
penetration (ROP). The average
ROP was in excess of 42 ft/hr for
the three wells drilled since the
EXI was installed. Average uptime for the top drive was over
99% during this period, resulting in significant savings for the
operator.

Ensign Canadian Drillings Rig 126 is working for

EnCana in Foster Creek in northern Alberta, Canada.
It is an automated drilling rig and has recorded more
than 98% up-time on the EXI model top drive.

D R I L L I N G CONTRACTOR

May/June 2008

95

Tesco Corporation
100, 3993 W. Sam Houston Pkway
Houston, TX, 77043
Phone: 713 359 7000
Fax: 713 359 7001
www.tescocorp.com

350 Ton EXI 600 HP Electrical

Top Drive System
Quotation:

Q22659.00

Customer Reference:

To:

Oilman Rig
,

Attn:

James Zhou
Extn:

Phone:
Fax:
Section

Issued:

Sunday, May 24, 2009

Expiry Date:

Saturday, August 22, 2009

Sales Contact:

Ernesto Monje

Project:

350 Ton EXI 600 HP Electrical Top

Drive System

Description

Total

$1,389,000.00

1.0

350-EXI-600 Electric Top Drive System

2.0

Package Discounts
Will be applied to section 1 less section 2

3.0

System Options and Upgrades

4.0

System Accessories EXI

5.0

Spare Parts Kits

6.0

ULTREX Lubricant Starter Kit - OPTIONAL

Cost of Package $17,947.00

Optional

7.0

Extended Warranty Kit Electric - OPTIONAL

Purchase of this kit will extend the TESCO factory warranty provision by 6 months.
Cost of this optional package is $68,999

Optional

8.0

Commissioning and Factory Test

9.0

Installation and On-Site Technical Assistance

10.0

Training

11.0

Documentation

12.0

Commercial and Packaging

$27,911.37

13.0

Terms & Conditions

($109,036.50)
Optional
$102,988.50
$38,616.56

$0.00
$242,900.00
Included
$0.00

Page 1 of 11

Tesco Corporation
100, 3993 W. Sam Houston Pkway
Houston, TX, 77043
Phone: 713 359 7000
Fax: 713 359 7001
www.tescocorp.com

350 Ton EXI 600 HP Electrical

Top Drive System
Quotation:

Q22659.00

Customer Reference:
Item.

Qty

Part Number/Description

Price/Unit

Total Selling Price, exclusive of all taxes, duties, levies etc associated with the importing of the equipment

Total

$1,692,379.93
USD

By signing below, the Purchaser enters into this Equipment Sale Agreement (the Agreement) between itself and
Tesco Corporation ("TESCO"). This Agreement is governed by the attached Terms and Conditions. By signing
below the Purchaser acknowledges that it has read, understands and agrees to such Terms and Conditions.
Signature: ________________________________X
Title: ________________________________
Date: _______________________________
Please initial all pages attached and return an original signed copy to your TESCO Sales Contact.
TESCO Representative Signature: _____________________________X
Title: ________________________________
Date: _______________________________

TESCO Contacts: Ernesto Monje

P.O. Box 261769 Jebel Ali, Dubai - UAE
Phone:

+971 50 3753956

Fax:

+971 4 8865 5891

Email:

ernesto_monje@tescocorp.com

Page 2 of 11

Tesco Corporation
100, 3993 W. Sam Houston Pkway
Houston, TX, 77043
Phone: 713 359 7000
Fax: 713 359 7001
www.tescocorp.com

350 Ton EXI 600 HP Electrical

Top Drive System
Quotation:

Q22659.00

Customer Reference:
Item.

1.0

Qty

Part Number/Description

Price/Unit

Total

350-EXI-600 Electric Top Drive System

1.1

840039
Top Drive,c/w Swivel Yoke,EMI 600

1.2

770799
Module,Power,STD Amb,600VAC,60Hz,EXI600

1.3

500420
HPU,Remote Tank & Pump,EMI/EXI

1.4

840057
Hose Reel/Service Loop,Complete,225-ft lg,350-EXI600

1.5

770614
Drillers Panel,24VDC,350-EXI-600

1.6

721190
Kit,Commissioning,350-EXI-600

1.7

14178
CORD,EXTENSION,COM/POWER CABLE "B", 150FT
Section Total:

2.0

$1,389,000.00

Package Discounts

Will be applied to section 1 less section 2

2.1

Lead Time Discount 5+

($69,450.00)

($69,450.00)

($39,586.50)

($39,586.50)

Top Drives purchased with a delivery of more than 5 months will carry a 5%
discount from the regular price.
2.2

Multi Unit Discount

Customer additional discount for PO issued within 1 month.
Section Total:

3.0
3.1

($109,036.50)

System Options and Upgrades

1

$0.00

400T Load Path - EXI 600 - $50,000.00

Upgrade from standard 350T Load Path - OPTIONAL

$0.00

26 weeks delivery
Section Total:

4.0
4.1

$0.00

System Accessories EXI

1

$0.00

3177
ELEVATOR,350T,AUTOMATED - OPTIONAL

$0.00

$27,200.51

Page 3 of 11

Tesco Corporation
100, 3993 W. Sam Houston Pkway
Houston, TX, 77043
Phone: 713 359 7000
Fax: 713 359 7001
www.tescocorp.com

350 Ton EXI 600 HP Electrical

Top Drive System
Quotation:

Q22659.00

Customer Reference:
Item.

4.4

Qty

Part Number/Description

Price/Unit

8396

Total

$8,539.71

$8,539.71

$8,177.89

$8,177.89

$22,983.13

$22,983.13

$0.00

$0.00

$0.00

$0.00

$3,196.38

$3,196.38

$1,985.46

$1,985.46

$56,659.29

$56,659.29

$1,446.64

$1,446.64

Insert,4-1/2"IEU,18,VES-CL 350/500 Elevator

16 weeks deliery from date of order
4.5

7184
Insert,5"IEU,18,VES-CL 350/500 Elevator

4.7

3170
LINKS,ELEVATOR,B&V,350, 2 3/4 X108

4.8

5997
ACTUATOR,LMSV,HIKAL,5187 - OPTIONAL

$32,835.34

Spare in addition to the one included on the top drive

4.9

720686
Valve,Dual Ball,Die Lock,NC61x6-5/8"RRH,Bx B - OPTIONAL

$14,840.22

Spare in addition to the one included on the top drive

4.15

8141
SUB,SAVER,6-5/8REGPX4-1/2IFP
10 weeks delivery from date of order

4.18

8332
STABILIZER,ROTARY TABLE,7-3/4"
8 weeks delivery from date of order

4.27

730234
Kit,Rig Interface,EXI 600
10 weeks delviery from date of order

4.28

5863M
3-Phase Service Loop Containment Tarp
4 weeks from date of order
Section Total:

5.0
5.10

$102,988.50

Spare Parts Kits

1

$38,616.56

1130076

$38,616.56

Kit,Spares,Top Drive,Level 1,350-EXI-600

Section Total:

6.0

$38,616.56

ULTREX Lubricant Starter Kit - OPTIONAL

Cost of Package $17,947.00

6.2

731134-208L

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

ULTREX Xtreme Oil,Motor,Semi-Syn,SAE 15W-40,(208L/55-Gal(US) Drum)

6.5

731136-208L
ULTREX Xtreme Oil,Gear,Syn,SAE 75W-90,(208L/55-Gal(US) Drum)

6.19

731141-48T

Page 4 of 11

Tesco Corporation
100, 3993 W. Sam Houston Pkway
Houston, TX, 77043
Phone: 713 359 7000
Fax: 713 359 7001
www.tescocorp.com

350 Ton EXI 600 HP Electrical

Top Drive System
Quotation:

Q22659.00

Customer Reference:
Item.

Qty

Part Number/Description

Price/Unit

Total

ULTREX Xtreme Grease,NLGI #2(Case of 48 Tubes)

6.27

6.33

731143-208L
ULTREX,Oil,Hyd,ISO 68,(208L/55-Gal(US) Drum)

$0.00

$0.00

731135-208L

$0.00

$0.00

$0.00

$0.00

ULTREX,Oil,Motor,SAE 40,(208L/55-Gal(US) Drum)

6.35

ULTREX HTF
ULTREX HTF,(208L/55Gal Drum)
Section Total:

7.0

$0.00

Extended Warranty Kit Electric - OPTIONAL

Purchase of this kit will extend the TESCO factory warranty provision by 6 months.
Cost of this optional package is $68,999

7.4

75

731136-19L
ULTREX Xtreme Oil,Gear,Syn,SAE 75W-90,(18.9L/5-Gal(US) Pail)

7.14

731142-48T
ULTREX Xtreme Grease,NLGI #1(Case of 48 Tubes)

7.19

731141-48T
ULTREX Xtreme Grease,NLGI #2(Case of 48 Tubes)

7.26

7.35

731143-19L
ULTREX,Oil,Hyd,ISO 68,(18.9L/5-Gal(US) Pail)
721270-208L
ULTREX,Fluid,Heat Transfer,HTF,(208L/55-Gal(US) Drum)

7.36

250 Day Inspection

This package also includes the full labor costs of a 250 day infield inspection.
Detailed report will be provided on any problems identified as a result of the
inspection and any recommended parts to be replaced. In addition oil sampling and
wear analysis will be provided as further proof of the superior quality of the
ULTREX line of lubricants.

7.37

500 Day Inspection

This package also includes the full labor costs of a 500 day infield inspection.
Detailed report will be provided on any problems identified as a result of the
inspection and any recommended parts to be replaced. In addition oil sampling and
wear analysis will be provided as further proof of the superior quality of the
ULTREX line of lubricants.

It is proven that the use of premium lubricants extends the life and performance of
heavy duty equipment. TESCO ULTREX is the ONLY lubricant line with a custom
additive package specifically designed for the harsh oilfield environment. We are so
confident that the use of TESCO ULTREX will increase the life and performance of
your equipment that we will extend the factory warranty 6 months with the purchase of
this package. This package represents approximately 1 year of operational lubricants
for your Top Drive System. In addition to ensure the best performance, safety and
longevity of your equipment a 250 Day and 500 Day infield inspections are included.
For complete details or to purchase this package please contact your sales person to
request the extended warranty agreement package

Section Total:

$0.00

Page 5 of 11

Tesco Corporation
100, 3993 W. Sam Houston Pkway
Houston, TX, 77043
Phone: 713 359 7000
Fax: 713 359 7001
www.tescocorp.com

350 Ton EXI 600 HP Electrical

Top Drive System
Quotation:

Q22659.00

Customer Reference:
Item.

8.0
8.1

Qty

Part Number/Description

Price/Unit

Total

Commissioning and Factory Test

1

TESCO Witness Factory Test

TESCO Commissioning and Factory Test

$0.00

$0.00

TESCO Top Drives are thoroughly run tested prior to shipment of the system.
Upon arrival in the test bay the components are inspected to ensure that all motor
rotations, fluids levels and connections are correct. The unit is installed in
TESCOs dynamometer and function tested under no load to verify the auxiliary
and main power functions. The first dynamometer test performed confirms the
operation of the top drive make-up, break-out and drilling modes. The second part
of the dynamometer test is an endurance test wherein the unit is operated at full
power. All tests and performance metrics are thoroughly documented and included
in the documentation kit.
TESCO will also test the accompanying top drive system components (if
purchased) power unit, service loop and other mission critical components vital to
the operation of the top drive system and documented.
The purchaser may elect to witness a 2nd FAT test at the customer expense.
Customer witness FAT test must be in the contract for this option.

Page 6 of 11

Tesco Corporation
100, 3993 W. Sam Houston Pkway
Houston, TX, 77043
Phone: 713 359 7000
Fax: 713 359 7001
www.tescocorp.com

350 Ton EXI 600 HP Electrical

Top Drive System
Quotation:

Q22659.00

Customer Reference:
Item.

9.0
9.4

Qty

Part Number/Description

Price/Unit

Total

Installation and On-Site Technical Assistance

1

1340045
Kit,Rig-Up,Standard,350-EXI-600

$185,250.00

$185,250.00

$1,800.00

$54,000.00

$0.00

$0.00

$3,500.00

$3,500.00

$150.00

$150.00

Discounted bundled price when purchased with a top drive system. Cannot be
purchased separately for this amount.
9.12

30

Electric Start Up Package

Senior Top Drive technician and Senior Electrician
Top Drive Technician and Electrician to assist with the application and first
interface of the Top Drive to the drilling rig. We provide orientation for managers,
supervisors and crew on safe operating and maintenance procedures of the Top
Drive. The number of days required is dependant on crew and personnel
knowledge, 30 days (accumulated) are recommended for drilling crews that are
new to Top Drive operations. The rate for travel and on-site days is $1,800/day per
Technician/Electrician. Travel and job related expenses are invoiced to customer
at cost plus 15% flight administration fee if required.
Day Rate $1,850/day plus travel and expenses - if additional support is requested.
Please Contact the Tesco office at +971 4 886 5890 Dubai and ask for service.
Please contact service at least 3 weeks prior to shipment to help ensure personnel
will be available for your project.

9.14

Parts and Service Package

TESCO offers a complete parts, service, inspection, and re-certification package to
take care of all operational costs involved in operating a top drive system on your
rig. Package provides a predictable flat rate operating cost making it easy to budget
the operational expense of your top drive. Please let your account manager know if
you are interested in receiving further information about this exciting offer.

9.15

Rig Survey
TESCO technician(s) will visit the site and execute a rig survey to verify fitment and
customize the rig up kit for installation. Rig survey should be completed no more
than 30 days from the execution of the contract. If the rig survey is not able to be
complete a standard portable rig up kit will be provided. TESCO will not guarantee
the fitment of the portable rig up kit. The rig survey provision includes up to 2 days
of labor, additional days required and incurred expenses will be charged in addition
to this base amount.

9.16

Engineering Services Package - 1Hour

TESCO engineering assistance in regards to the integration of TESCO top drive
system with your rig. Engineering time will be billed at our standard rate of
$150/hour. This does not include rig visits.
Labour and installation services are not included in this amount.
Section Total:

$242,900.00

Page 7 of 11

Tesco Corporation
100, 3993 W. Sam Houston Pkway
Houston, TX, 77043
Phone: 713 359 7000
Fax: 713 359 7001
www.tescocorp.com

350 Ton EXI 600 HP Electrical

Top Drive System
Quotation:

Q22659.00

Customer Reference:
Item.

Qty

Part Number/Description

10.0

Training

10.1

Price/Unit

Total

Level 1 Top Drive Training

Comprehensive operation and troubleshooting class for TESCO top drive systems
in English (translation services extra). Standard package includes space for up to
3 attendees. You may choose to have additional personnel attend at a cost of
$1500/student up to a maximum of 10 attendees. Recommended attendance is for
drillers, tool push, electricians and mechanics.
EMI top drive course is 3 days long
Electric top drive course is 5 days long.
Hydraulic top drive course is 5 days long.
Customer has the option of attending classes at either our Calgary, Alberta
Canada facility or our Houston Texas USA facility. TESCO will also accommodate
training in the country of your choice for a premium of $2000/day plus all travel and
related expenses.
Please contact Jennifer Tomes Tesco Training Administrative Supervisor
Jennifer_tomes@tescocorp.com or 403.692.5953 for complete details or to book
your class. The provision for training expires 90 days after the receipt of the
equipment.

11.0
11.1

Documentation
1

Manual Kit

$0.00

$0.00

Kit,3 Hardcopy Manuals 1 CD

3 Hard copy manuals and 1 CD will be provided in documentation tubs that will
ship with the unit. Additional manual and CD sets can be provided for the
additional cost of $4500 for delivery anywhere in North America. Additional sets
must be ordered with the top drive system and destination address specified.
11.2

QCD
Quality Certification Manual Binder containing Quality Certificate stating that the
equipment is design in accordance with API regulations and documents relating to
load path components.

$0.00

$0.00

11.3

Factory Acceptance Test Document Kit

$0.00

$0.00

$17,665.00

$17,665.00

$10,246.37

$10,246.37

Detailed documentation from the factory acceptance test

12.0
12.2

Commercial and Packaging

1

Export Documentation
TESCO will create the following documentation that can be used by the purchaser
or TESCO to export the goods out of Canada.
Original Commercial Invoice (x5) including breakdown of major components, Rig
Up, Accessories & Spares.
Canada Customs Documentation (if required)

12.3

Export Packaging

Page 8 of 11

Tesco Corporation
100, 3993 W. Sam Houston Pkway
Houston, TX, 77043
Phone: 713 359 7000
Fax: 713 359 7001
www.tescocorp.com

350 Ton EXI 600 HP Electrical

Top Drive System
Quotation:

Q22659.00

Customer Reference:
Item.

Qty

Part Number/Description

Price/Unit

Total

Product Packaging for international destination

Major components and accessories blocked and braced in sea containers the
number of which are product package dependent. Shipping containers can either
be purchased from or supplied to TESCO. Customer supplied containers MUST
be at the TESCO manufacturing facility no later than the Factory Acceptance Test
date. Accessories and spares packaged and labeled; documentation per
Incoterms 2000.
12.5

Commercial Term (EXW)

$0.00

$0.00

$0.00

$0.00

EXW (EX Works), Calgary, AB, Canada

TESCO will place the goods at the disposal of the buyer at single TESCO loading
facility. Goods will not be cleared for export, but will be loaded on any collecting
vehicle by TESCO. The buyer agrees to bear all costs and risks involved in taking
the goods from the sellers premises. TESCO will be responsible for the loading of
the goods on departure and bear the risks and all costs of such loading only.
12.10

Shipping Contact:
Please Specify

13.0

Terms & Conditions

13.1

Payment
Purchaser agrees to payment terms of - 40% non-refundable down payment to
secure order and 60% due upon ready to ship notification. TESCO will endeavor to
provide pro forma invoice at least 30 days prior to shipment so purchaser can
prepare payment. Unit will not ship until paid in full.

13.2

Delivery
Delivery of the unit as described above Will be loaded for shipping to end
destination no later than June 2009, if deposit receipt before quotation expiry date
and unit has not been secured for sale to another party through a deposit received
before receipt of deposit for this agreement. Based on 40% deposit at time of order.

13.3

Warranty
On all major components per attached Terms and Conditions;

13.4

Commercial Execution
Customer must fulfill their commercial obligations under this agreement within 48
hours of ready to ship notification given by TESCO. This may include but is not
limited to payment, consignee information, ship to address, packaging information,
or pickup of goods. After 48 hours TESCO may charge storage in the sum of
$1000/day. After 30 days TESCO may sell the goods and replace with a revised
delivery or put the goods to work in the TESCO rental fleet.

13.5

Project Changes
Any changes that may be required as initiated by the client will be handled outside
of this agreement. Change requests to the scope of supply for this package will be
quoted, signed off and paid for separately from this agreement. Signoff by the client
and a separate PO and payment will be required to initiate any change requests. In
addition to the cost of the labour and materials associated with any change orders a
change order fee of $5000 will apply for change orders initiated more than 6 months
from contracted delivery date. A $17,500 change order fee will apply if the
contracteddelivery date is 3 months but less than 6 months from delivery date. A
$32,885 change order fee will apply if the contracted delivery is less than 3 months

Page 9 of 11

Tesco Corporation
100, 3993 W. Sam Houston Pkway
Houston, TX, 77043
Phone: 713 359 7000
Fax: 713 359 7001
www.tescocorp.com

350 Ton EXI 600 HP Electrical

Top Drive System
Quotation:

Q22659.00

Customer Reference:
Item.

Qty

Part Number/Description

Price/Unit

Total

from change order date. A 30% re-stocking fee will also apply if any parts are
returned in the change order. Initiating a change order may change contracted
delivery date.
*All change orders are subject to availability.

Grand Total:

$1,692,379.93

Page 10 of 11

Tesco Corporation
100, 3993 W. Sam Houston Pkway
Houston, TX, 77043
Phone: 713 359 7000
Fax: 713 359 7001
www.tescocorp.com

350 Ton EXI 600 HP Electrical

Top Drive System
Quotation:

Q22659.00

Customer Reference:

Page 11 of 11

TESCO CORPORATION

EQUIPMENT SALE AGREEMENT

TERMS AND CONDITIONS

1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions. In this Agreement, unless the context otherwise requires:

Affiliate means any Person which controls, is controlled by, or is under common control with another Person. A Person
is deemed to control another if it (a) owns directly or indirectly at least fifty percent (50%) of: (i) the shares entitled to vote
at a general election of directors of such other entity or (ii) the voting interest in such other entity if such entity does not
have either shares or directors; or (b) otherwise controls or directs the other Person.
Agreement, hereof, herein, hereunder and other similar expressions refer to the Quotation, these Terms and
Conditions and any attachments or schedules referred to within the Quotation or the Terms and Conditions;
Change Order means a written document signed by the parties that authorizes a change to the specifications of the
Equipment or an addition or deletion of Parts and the effect on the Sale Price and Target Date resulting from the change;
Consequential Damages means all indirect, incidental or consequential losses or damages including, without
limitation, punitive and exemplary damages, loss of earnings or profits, loss of production, loss of value or decrease in
earnings from any goods or property including reserves, loss of use, expenses for lost rig or pipeline time, spread costs, loss
of financial advantage, business interruption or downtime.
Delivery or Deliver means the transfer of physical possession or the right of possession of the Equipment to the
Purchaser or Purchasers agent;
Dollars and the sign $ each means United States of America dollars unless another currency has been specified in the
Quotation;
Equipment means the equipment described in the Quotation and, as the context requires, means the Equipment as a
whole or any Part thereof;
Excluded Taxes means:
(a) Taxes on, based on, measured by or with respect to TESCOs net or gross income, capital, receipts, franchises, excess
profits or conduct of business; and
(b) Taxes imposed in a jurisdiction as a consequence of TESCO carrying on a trade or business or having a permanent
establishment in that jurisdiction or otherwise being organized under the laws of or being a resident in that jurisdiction.
Lien means, with respect to the Equipment, any assignment, mortgage, charge, pledge, lien, hypothec, conditional sale
or title retention agreement, lease, levy, execution, seizure, attachment, garnishment or other encumbrance or security
interest in respect of the Equipment, howsoever arising, including, without limitation, pursuant to applicable law, whether
absolute or contingent, fixed or floating, legal or equitable, perfected or otherwise, in any jurisdiction;
Notice of Delivery means written communication from TESCO to Purchaser that the Equipment will be or has been
Delivered;
Part means, in relation to the Equipment, any appliance, accessory, instrument, engine, appurtenance, furnishing,
module, component, part or other equipment incorporated or installed in or attached to the Equipment upon Delivery;
Person or person means any individual, corporation, partnership, joint venture, trust, legal entity, unincorporated
association, or any other judicial entity or a government, state or agency or political subdivision thereof;
Purchaser means the person identified on the Quotation as the purchaser of the Equipment;
Quotation means the signed document attached to these Terms and Conditions which describes, among other items, the
Equipment, Sale Price and Target Date. The Quotation forms an integral part of this Agreement;
Sale Price means the price of the Equipment and related services in accordance with the Quotation, as modified by
Change Orders and the provisions of this Agreement. The Sale Price will be adjusted from time to time to include all
amounts owing by Purchaser to Seller under this Agreement, including, without limitation, the cost of all Change Orders,
and charges for the storage of the Equipment following Delivery;
Seller means Tesco Corporation, an Alberta, Canada corporation, unless another legal entity is identified as the seller in
the Quotation in which case that legal entity is the Seller;

Equipment Sale Agreement

Rev September 2008

Page 1 of 7

Initials: _______
TESCO

_________
Purchaser

TESCO CORPORATION

EQUIPMENT SALE AGREEMENT

TERMS AND CONDITIONS

Target Date means the anticipated date for Delivery in accordance with the Quotation, as modified by Change Orders
and the provisions of this Agreement;
Taxes, Tax or Taxation means and includes, without limitation, all present or future taxes of any nature and
howsoever termed, license and documentation fees, goods and services taxes, levies, fiscal charges, imposts, duties, fees,
assessments, surcharges, withholdings, restrictions, conditions or other charges of whatever nature and however arising
which are imposed, assessed, charged, levied, withheld, deducted, demanded or otherwise applied pursuant to applicable
law by any person at any time, together with all interest thereon and penalties or similar liabilities with respect thereto but
excluding Excluded Taxes; Tax and Taxation shall be construed accordingly;
TESCO means Seller;
TESCOs Plant means TESCOs manufacturing plant located at 5616 80th Avenue S.E., Calgary, Alberta, Canada;
Warranty Period for new Equipment or Parts means the period beginning on the date of Delivery and ending on the
earlier of: (i) fifteen (15) months from the date of Delivery, or (ii) twelve (12) months from the date of Purchasers first use
of the Equipment. For all remanufactured or recertified Equipment the Warranty Period means a period of ninety (90)
calendar days beginning on the date of Delivery. For all used equipment sold As Is, Where Is no Warranty shall be
applicable.
1.2

Headings and Divisions. The division of this Agreement into sections and subsections and the insertion of headings are
for convenience of reference only and shall not affect the interpretation of this Agreement.

1.3

Derivatives, Number and Gender. Any derivative of any of the definitions set forth herein shall have the meaning
appropriate to the derivation of such definition. Words importing the singular number only shall include the plural and vice
versa and words importing the masculine gender shall include the feminine and neuter genders.

1.4

References. References herein to TESCO and Purchaser shall include their successors and permitted assigns.

2.

AGREEMENT TO SELL AND PURCHASE

2.1

Agreement. Subject to the terms and conditions of the Agreement, TESCO agrees to sell to the Purchaser and the
Purchaser agrees to purchase from TESCO the Equipment for the Sale Price.

2.2

Authority. TESCO and Purchaser each represent and warrant they have the legal authority to enter into this Agreement
and that any consent or approval necessary has been obtained and that the person(s) executing the Agreement on behalf of
each party is duly authorized and has the requisite capacity to bind the party he/she represents.

3.

CHANGE ORDERS

3.1

Change Order Process. If Purchaser wishes to alter the specifications, configuration, components or accessories of the
Equipment after this Agreement has been executed, Purchaser must submit a written request to TESCO. TESCO is under
no obligation to accept any request for a change. If TESCO accepts the proposed change, TESCO will prepare a written
Change Order specifying the change and its effect on the Target Date, Sale Price, and other rights or obligations of the
parties. TESCO will then forward the Change Order to Purchaser who must accept the Change Order in writing within
fourteen (14) days of its issuance, or the Change Order will automatically be deemed rejected.

3.2

Minimum Increase. To offset costs associated with creating Change Orders, a minimum increase in the Sale Price of one
thousand dollars ($1,000.00) will be charged for each Change Order prepared by TESCO, regardless of whether accepted
by Purchaser.

3.3

Payment for Change Order. TESCO reserves the right, either to add the cost of the Change Order to the Sale Price, or to
invoice Purchaser for the cost of the Change Order at the time it is issued. If invoiced at the time the Change Order is
issued, TESCO is under no obligation to implement the Change Order until payment for the Change Order has been
received in full.

4.

DELIVERY

4.1

Target Date. TESCO will use reasonable efforts to Deliver the Equipment on or before the Target Date, but will have no
liability for direct or Consequential Damages arising out of a failure to meet the Target Date.

Equipment Sale Agreement

Rev September 2008

Page 2 of 7

Initials: _______
TESCO

_________
Purchaser

TESCO CORPORATION

EQUIPMENT SALE AGREEMENT

TERMS AND CONDITIONS

4.2

Delivery. Delivery will consist of making the Equipment available to the Purchaser or Purchasers agent for pick up at
TESCOs Plant, unless another location for Delivery is specified in the Quotation. Delivery terms are EXW for Purchasers
registered to do business within Canada, and FCA for all other Purchasers (EXW and FCA as such terms are defined in
Incoterms 2000). Delivery will take place upon the date specified in the Notice of Delivery. Upon Delivery, title and risk of
loss or damage to the Equipment are transferred to the Purchaser. TESCO will have no responsibility or liability for the
condition of the Equipment after Delivery except pursuant to the warranty provisions of this Agreement. Unless otherwise
specified in the Quotation, TESCO will not be required to Deliver the Equipment until the Sale Price has been paid in full.

4.3

Inspection. For Equipment to be Delivered at TESCOs Plant, the Purchaser or its designated representative may attend
and observe the final testing of the Equipment at TESCOs Plant prior to Delivery, by providing TESCO with at least
seven (7) days advance notice of its intention to do so, provided, however, that TESCO will not be required to postpone,
delay or reschedule such testing in order to accommodate the Purchaser.

4.4

Rejection of the Equipment. Purchaser may only reject the Equipment if it is materially defective or fails to materially
meet the specifications of this Agreement. Any rejection of the Equipment must: (i) be in writing, (ii) detail the reasons for
rejection, and (iii) be delivered to TESCO prior to Delivery. If TESCO considers that the reasons specified by Purchaser
for any rejection of the Equipment do not conform to the requirements of this Section 4.4, it may proceed as if the purchase
of the Equipment had been cancelled by Purchaser pursuant to Section 10.12 hereof. Upon Delivery, Purchaser is deemed
to have accepted the Equipment, and such acceptance will be considered irrevocable, final and conclusive, so that
TESCOs obligations following Delivery are limited to those contained in the warranty provisions of this Agreement.

4.5

Security Interest. From Delivery until the Sale Price has been fully paid, the Purchaser hereby grants to TESCO a
security interest in the Equipment (and all proceeds thereof) to secure the Purchasers obligation to pay the remaining
portion of the Sale Price. Such security interest includes any form of Lien available to TESCO and applicable in the
jurisdiction where the Equipment is located at any given time. Furthermore, until the Sale Price has been fully paid, the
Purchaser covenants: (a) to keep the Equipment (or any proceeds thereof) free and clear of all security interests, mortgages,
charges, Liens and other encumbrances except as approved in writing by TESCO prior to their creation or assumption; (b)
to inform TESCO of the location of the Equipment at all times; (c) to cooperate with TESCO in the registration by TESCO
of any Lien on the Equipment in any jurisdiction; (d) to pay TESCO all reasonable costs and expenses incurred in
connection with registering and enforcing TESCO'
s security interest in the Equipment, or any other remedies which
TESCO is entitled to exercise; and (e) not to sell, lease or otherwise dispose of the Equipment or any proceeds thereof,
without the prior written consent of TESCO. The Equipment will be entirely at the Purchaser'
s risk and will be insured by
the Purchaser with all loss payable to TESCO, between the date of Delivery and the date of full payment of the Sale Price.
In the event of default of any payment, the unpaid balance of the Sale Price will become due and payable immediately, and
TESCO may enter the premises where the Equipment is located and repossess it without further demand, and may resell it
notwithstanding that a part of the Sale Price may have been paid. In the event of any such default, TESCO will be entitled
to exercise any additional rights and remedies available to it at law, in equity, under the Personal Property Security Act of
Alberta, or otherwise arising in any jurisdiction. The Purchaser waives the benefit of any laws which restrict TESCO from
exercising the remedies outlined herein and waives its right to receive a copy of a financing statement, financing change
statement, verification statement or other analogous documents relating to the security interest granted herein.

4.6

Storage. TESCO may, but shall not be required to, store the Equipment for Purchaser following Delivery; however,
Purchaser agrees to hold TESCO harmless for any damage or loss to the Equipment even if caused in whole or in part by
the negligence of TESCO. Equipment left in the possession of TESCO more than fourteen (14) calendar days after
Delivery is subject to a storage fee of one thousand dollars ($1,000.00) per day which will be considered part of the Sale
Price. At its option, TESCO may transfer any Equipment left in the possession of TESCO following Delivery to a storage
facility of its choosing on Purchasers behalf, in which case Purchaser is required to pay the actual storage fees,
transportation costs and other costs incurred (the Storage Costs). In the event and to the extent that TESCO pays such
Storage Costs on Purchasers behalf, Purchaser will be required to pay an additional administrative fee of fifteen percent
(15%) of the Storage Costs, and the Storage Costs (including such fee) will be considered part of the Sale Price. Purchaser
hereby constitutes and appoints TESCO as its agent and attorney in fact for purposes of engaging the services of such a
storage facility, transporting the Equipment to the storage facility, and paying the Storage Costs, all on Purchasers behalf.

5.

PAYMENT OF SALE PRICE

5.1

Payment Terms. Unless otherwise specified in the Quotation, terms of payment are:
(a) a non-refundable down payment of thirty percent (30%) of the initial Sale Price payable within fourteen (14) calendar
days of executing this Agreement; and

Equipment Sale Agreement

Rev September 2008

Page 3 of 7

Initials: _______
TESCO

_________
Purchaser

TESCO CORPORATION

EQUIPMENT SALE AGREEMENT

TERMS AND CONDITIONS

(b) the remaining balance of the Sale Price, including any Change Orders, Taxes, storage or shipping fees for which
Purchaser is responsible, payable prior to Delivery.
5.2

Failure to Timely Make the Down Payment. Failure to timely make the down payment will automatically result in the
termination of this Agreement without a requirement of notice to Purchaser and without further liability to TESCO.

5.3

Additional Charges. TESCO reserves the right to invoice Purchaser after Delivery for costs associated with Change
Orders, Taxes, storage fees or costs, shipping fees or other costs for which Purchaser is responsible, whether arising before
or after Delivery, which were not invoiced upon Delivery. All such invoices are due thirty (30) days from the date of
invoice.

5.4

Payment by Wire. All payments will be made by wire transfer per instruction from TESCO.

5.5

Letter of Credit. TESCO may at any time prior to Delivery require Purchaser to provide an irrevocable letter of credit for
the balance of the Sale Price against which TESCO may draw pursuant to the schedule set out in Section 5.1 above. The
terms of such letter of credit and the issuing bank, must be approved by TESCO at its sole discretion prior to opening. The
costs of confirmation, if required by TESCO, and any amendments to the letter of credit will be at Purchasers expense.
Failure to provide such letter of credit within seven (7) days of TESCOs request shall constitute a default as set forth in
Section 5.6.

5.6

Purchaser Default. Purchaser shall be in default if any payment is not made when due or a presentation against the letter
of credit is refused or dishonored. Upon the first occurrence of Purchaser default (excluding the down payment under
Section 5.1(a) above), TESCO will give Purchaser written notice and seven (7) calendar days to cure the default. If
Purchaser fails to cure the default or Purchaser thereafter commits a second act of default, TESCO may, without waiving
any remedy at law, immediately terminate this Agreement by written notice to the Purchaser. Upon such termination
TESCO may retain all amounts previously paid by Purchaser to offset TESCOs sales and administrative cost as well as the
cost of materials and manufacturing for the Equipment all of which the parties agree are direct damages. In addition to the
foregoing, if title to the Equipment has been transferred to Purchaser prior to termination of this Agreement, such title will,
without further notice or action, revert to TESCO who may then retain and use the Equipment or sell the Equipment to
another purchaser without offset, credit or refund to Purchaser.

5.7

Taxes. The Purchaser is responsible for payment of all Taxes in connection with this Agreement other than Excluded
Taxes imposed by Canada. Any Taxes (including Excluded Taxes) imposed, assessed, charged, levied, withheld, deducted,
demanded or otherwise applied in connection with this Agreement by any governmental authority or other person outside
of Canada against TESCO or any officer, director, employee or agent of TESCO are for the Purchasers account and must
be promptly paid directly by the Purchaser to such governmental authority or other person, and the Purchaser hereby
indemnifies, defends, and holds TESCO and its officers, directors, employees and agents harmless against any and all
liability for such Taxes.

6.

REPRESENTATIONS AND WARRANTIES

6.1

Warranty Title. TESCO warrants that Purchaser will have title to the Equipment upon Delivery free from any liens or
claims by third parties.

6.2

Warranty - Equipment.
(a) TESCO warrants, for the Warranty Period, that the Equipment and Parts provided by TESCO hereunder will be
substantially free from defects in materials and workmanship and will conform to the plans or specifications of the
Quotation in all material respects. Liability under this warranty is limited, at TESCOs option, to the replacement or repair
of the defective Equipment or Part upon Purchasers delivery, at Purchasers expense, of the Equipment or Parts DDP
(Incoterms 2000) to TESCOs Plant or such other location as TESCO may direct. TESCO will return the Equipment or
Parts to Purchaser FCA (Incoterms 2000) at the same location. The warranty does not cover the cost of removal or reinstallation of Equipment or Parts claimed to be defective. The warranty period on the repaired or replaced defective
Equipment or Part will be equal to the remainder of the Warranty Period for the original Equipment or Part.
(b) Purchaser may request that TESCO dispatch a technician to the location of the Equipment to perform repairs;
however, Purchaser agrees that all charges for technician services and parts must be paid by Purchaser in full without
offset. After payment for services and parts, Purchaser may make a claim for reimbursement for the cost of parts
determined by TESCO to be defective and which are covered by warranty.

Equipment Sale Agreement

Rev September 2008

Page 4 of 7

Initials: _______
TESCO

_________
Purchaser

TESCO CORPORATION
6.3

EQUIPMENT SALE AGREEMENT

TERMS AND CONDITIONS

Limitations and Restrictions on Warranty. This warranty does not apply to any consumables sold as part of or in
conjunction with the Equipment. Furthermore, this warranty is applicable only if:
(a) the defect occurred under normal use and service;
(b) the defect arose from faulty workmanship or materials;
(c) Purchaser notified TESCO in writing by letter or fax of the defect within thirty (30) days of its discovery by Purchaser;
and
(d) the Equipment is properly employed in the use for which it is intended and maintained in accordance with any TESCO
operation, maintenance and service manuals.
This warranty is void: (i) if the Equipment is repaired or serviced by a service facility which was not authorized by
TESCO; (ii) if replacement parts not supplied by TESCO have been installed in the Equipment; (iii) if modifications are
made to the Equipment that are not approved by TESCO; or (iv) if the Equipment is used in violation of Section 7.2 or
Section 9 below.

6.4

Non-TESCO Components. Any Parts supplied by persons other than TESCO are not covered by TESCOs warranty, but
only by such warranty as their supplier or manufacturer gives.

6.5

Sales without Warranty. If the Warranty Period is described in the Quotation as not applicable or is described in some
other fashion indicating that no such warranty is being granted, then the foregoing provisions of this Section 6 do not apply
and the Equipment is being sold by TESCO to the Purchaser As Is, Where Is.

6.6

Disclaimer. Except as expressly provided herein, TESCO makes no representation, warranty or guarantee of any kind
whatsoever, express or implied, as to the title, value, condition, merchantability, design, operation, serviceability, or fitness
for use for any purpose of the Equipment or any Part thereof, nor any other representation, warranty or guarantee of any
kind whatsoever (arising by law or otherwise), express or implied, with respect to the Equipment or any Part thereof. In
particular, but without limiting the generality of the foregoing, TESCO makes no warranty that the Equipment or any Part
thereof complies with or conforms to the statutory requirements of any jurisdiction other than Alberta, Canada. It is the
responsibility of the Purchaser to inspect the Equipment and to satisfy itself as to the condition, quality, suitability and
fitness of the Equipment for the Purchaser'
s purposes.

6.7

Liability. It is agreed that all risks incidental to the use and operation of the Equipment are to be borne by the Purchaser,
and the Purchaser agrees to release, indemnify, defend and hold TESCO and its Affiliates and the officers, directors,
employees, representative and agents of each (Indemnified Parties) harmless from and against all such risks and any
claims arising in connection with such risks. The Indemnified Parties will have no obligation or liability for any direct or
indirect damages, loss of use, revenue or profit or any other incidental or Consequential Damage arising in relation to the
use or operation of the Equipment or any Part thereof, REGARDLESS OF CAUSE OR THEORY OF LIABILITY,
INCLUDING THE NEGLIGENCE (SOLE OR CONCURRENT, ACTUAL OR IMPUTED), STRICT LIABILITY,
OR CONTRACTUAL OR OTHER LIABILITY OF THE INDEMNIFIED PARTIES.

7.

COMPLIANCE WITH EXPORT CONTROLS

7.1

Sale Conditional on Export Legality and Approvals. TESCO is subject to laws and regulations that govern the export of
goods and services, including the laws of Canada and the United States. This Agreement is conditional upon: (i) full
compliance of this Agreement with all applicable export control laws and regulations; (ii) TESCO meeting all applicable
requirements and obtaining all necessary permits and approvals pursuant to export control laws and regulations. Both
during and after the Warranty Period, TESCO has no obligation to service or to supply parts for Equipment where in
TESCOs sole opinion such actions would violate applicable export controls or other laws.

7.2

Undertaking Regarding Re-Export. The Equipment may include commodities, technology or software that has been
exported originally from the United States in accordance with the U.S. Export Administration Regulations. The Purchaser
expressly warrants that the Equipment will not be diverted, transshipped, reshipped or re-exported contrary to these
Regulations, or otherwise contrary to the laws of the United States or Canada, and that it will not do any act or resell any
item in violation of such laws. The warranty on any Equipment or Part that is in TESCOs sole opinion transshipped in
violation of this provision is void.

8.

INTELLECTUAL PROPERTY
Purchaser acknowledges that the Equipment (including any discrete part(s) thereof) and its operations manuals may contain

Equipment Sale Agreement

Rev September 2008

Page 5 of 7

Initials: _______
TESCO

_________
Purchaser

TESCO CORPORATION

EQUIPMENT SALE AGREEMENT

TERMS AND CONDITIONS

trade secrets, patents, inventions, ideas of inventions, copyrights, know-how, trademarks, and trade names (Intellectual
Property), including but not limited to design elements and descriptions of methods and processes, that were developed,
conceived, or reduced to practice by TESCO. Purchaser agrees that such Intellectual Property is the sole and exclusive
property of TESCO, and that it will not reproduce or make additional copies of TESCOs operations manuals or make,
manufacture, reverse engineer, alter or otherwise modify the Equipment or any discrete part(s) thereof, nor will it assist any
third party to do so, anywhere in the world, without the prior written consent of TESCO. In particular, without limiting the
foregoing, Purchaser will not use such Intellectual Property to guide a search of publicly available information, selecting a
series of items of knowledge from unconnected sources, and then fitting them together to create other products or
applications. All right, title and interest in and to any Intellectual Property disclosed by, embedded in or necessary for the
operation of the Equipment remain at all times with TESCO and its suppliers and Purchaser shall acquire no right
whatsoever to all or any part of such Intellectual Property except the right to use same in connection with the operation of
the Equipment (for which a limited license is hereby granted), nor shall any Intellectual Property be divulged to any third
party without TESCOs prior written consent.
9.

EQUIPMENT USE

9.1

Restriction on Resale and Rental. TESCO sells the Equipment to Purchaser for Purchasers use only and not for resale or
rental (unless and to the extent that the Equipment is sold or rented by Purchaser to a third party in conjunction with the
sale, rental or lease to such third party of Purchasers drilling rig or platform on which the Equipment is installed). Resale
of the Equipment or use of the Equipment for rental purposes without TESCOs written consent will be in breach of this
Agreement, will void the warranty on the Equipment, and may result in the refusal by TESCO to service, repair or sell
spare parts for the Equipment.

9.2

Repurchase Right. TESCO retains a right of first refusal to repurchase the Equipment should Purchaser offer to sell (or
lease with a purchase right) the Equipment to any party, excluding an Affiliate of Purchaser. If Purchaser intends to sell the
Equipment, Purchaser must give TESCO advance written notice of the sale and the terms and price for the Equipment.
TESCO will then have fourteen (14) calendar days to tender an offer to Purchaser to purchase the Equipment on
substantially the same terms as those given by Purchaser to the third party or at TESCOs option, at fair market value.
Should TESCO fail to give written notice to Purchaser within the notice period of TESCOs intent to purchase the
Equipment, Purchaser may sell the Equipment to the third party.

9.3

Use Violation and Warranty. Any sale of the Equipment by Purchaser without complying with this Section 9 is a breach
of this Agreement and further renders the warranty on the Equipment void.

10.

MISCELLANEOUS

10.1 Amendments. This Agreement may not be amended or modified except by a duly authorized and executed document in
writing between the parties hereto which references this Agreement by Quotation number and date and specifically states it
is an amendment to this Agreement. This Agreement may not be amended or modified by the terms and conditions of any
purchase order, confirming document or pre-printed terms from Purchaser even if such document is acknowledged by
TESCO or purports to supersede prior written agreements between TESCO and Purchaser as to sale and purchase of the
Equipment.
10.2 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
10.3 Notices. Every notice, request, demand or other communication under this Agreement shall be in writing in the English
language and shall be sent by courier or telefax, as to each party hereto, to it at its address set forth on the face page of the
Quotation or at such other address as shall have been or be designated by it in a written notice to the other party hereto. All
such notices, requests, demands, and other communications shall be marked to the attention of the person indicated on the
face page of the Quotation as the TESCO Contact or the Purchaser Contact, as applicable, and shall be deemed to have
been given when delivered or sent, as the case may be.
10.4 Expenses. Except as otherwise provided herein, each party agrees to pay its own expenses incurred in connection with the
transactions contemplated by this Agreement, including without limitation any legal fees.
10.5 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the
Province of Alberta and the federal laws of Canada applicable therein. The parties do hereby irrevocably and
Equipment Sale Agreement
Rev September 2008

Page 6 of 7

Initials: _______
TESCO

_________
Purchaser

TESCO CORPORATION

EQUIPMENT SALE AGREEMENT

TERMS AND CONDITIONS

unconditionally submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Alberta in connection
with any disputes or other matters arising out of or in connection with this Agreement. The United Nations Convention on
Contracts for the International Sale of Goods (1980) or any successor thereto shall not apply to this Agreement.
10.6 Force Majeure. Excluding the obligations of Sections 5.1, 5.2 and 6.7, each party hereto shall be excused from the
performance of its obligations hereunder from time to time and at any time, but only for so long as it is prevented from
performance by an occurrence beyond the control and without the fault or negligence of the party affected and which said
party is unable to prevent or provide against by the exercise of reasonable diligence including, but not limited to acts of
God, compliance with any law, rule, regulation, order, request, recommendation or requirement of any governmental
authority, body or agency (including but not limited to laws, rules, regulations or other requirements relating to the import
and export of goods), war, riot, rebellion, sabotage, act of terrorism, flood, fire, unusually severe weather that could not
reasonably have been anticipated, explosion and strike or other labour or supply disturbance (Force Majeure). The
provisions of the Contract shall not be construed as requiring either party hereto to accede to the demands of labour and
labour unions that it considers unreasonable.
10.7 Successors and Assigns. This Agreement shall be binding upon and enure to the benefit of the Purchaser, TESCO and
their respective successors and permitted assigns. The Purchaser may not assign any of its rights or transfer or purport to
transfer any of its obligations hereunder without the prior written consent of TESCO. TESCO may assign any of its rights
or transfer any of its obligations hereunder without the prior written consent of the Purchaser.
10.8 Further Assurances. Subject to the limitations otherwise provided herein, the parties shall from time to time do and
perform such other and further acts and execute and deliver any and all further agreements and instruments as may be
required by law or reasonably requested by any other party hereto to carry out and effect the intent and purposes of this
Agreement.
10.9 Receipt of Agreement. The Purchaser hereby acknowledges receipt of an executed copy of this Agreement.
10.10 Sole and Entire Agreement. This Agreement is the sole and entire agreement between the Purchaser and TESCO in
relation to the sale and purchase of the Equipment, and supersedes all previous agreement in relation to that sale and
purchase.
10.11 Counterparts and Execution. This Agreement may be executed by the parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such counterparts shall together constitute one
and the same agreement. This Agreement may be executed and delivered by facsimile in accordance herewith, which when
so executed and delivered shall constitute a binding agreement.
10.12 Cancellation by Purchaser. If the Purchaser at any time cancels the purchase described in this Agreement before
Delivery, the Purchaser shall pay to TESCO immediately on demand, the greater of the full cost incurred by TESCO up to
cancellation in connection with this Agreement or a cancellation fee equal to the amount paid by Purchaser prior to the date
of cancellation. In the event TESCOs costs exceed the amount paid by Purchaser prior to cancellation, TESCO shall
provide a full accounting of all costs incurred and such amount shall be conclusive and binding on the Purchaser. If
Purchaser fails to pay the said costs on demand, TESCO shall be entitled further to interest on said costs of the lesser of
eighteen percent (18%) per annum, compounded quarterly, or the maximum rate allowed by law to the date of receipt of
the said moneys both before and after judgment plus all collection costs incurred by TESCO including reasonable legal
fees.
10.13 Non Waiver. The failure of either party to demand strict performance of the terms hereof or to exercise any right conferred
hereby shall not be construed as a waiver or relinquishment of its right to assert or rely on any such term or right in the
future.
10.14. Survival. All warranties, remedial obligations, indemnities and confidentiality rights and obligations provided herein shall
survive the expiration, cancellation or termination of this Agreement, except as may otherwise be expressly provided
herein.
10.15 Order of Precedence. The terms of the Quotation shall take precedence over these Terms and Conditions and all
schedules and attachments, to the extent of any conflict or inconsistency. With regard to installation services only, the
terms of Attachment 1 Installation Services shall take precedence over these Terms and Conditions to the extent of any
conflict or inconsistency.

Equipment Sale Agreement

Rev September 2008

Page 7 of 7

Initials: _______
TESCO

_________
Purchaser

TESCO CORPORATION

EQUIPMENT SALE AGREEMENT

TERMS AND CONDITIONS
Attachment 1 Installation Services

1.
Installation Services. If agreed between the parties, TESCO may provide the Purchaser with the services of a qualified
technician to provide guidance and assistance in the installation of the Equipment and provide on-site training for rig crews in the
proper operation of the Equipment (Services). The labour cost for this technician will be at the Purchasers expense at the rates
set out in the Quotation. All associated air travel and other transportation, accommodation, meals and other expenses will be at
Purchasers expense. The travel time shall be included in the installation and training period (e.g. one (1) days travel to location
plus training plus one (1) days return from location). The Services shall be provided solely with respect to the Equipment which
is the subject of this Agreement, and are not transferable to another sale. Purchaser shall provide TESCO with at least four (4)
weeks advance written notice with respect to request for installation Services on new equipment installations at rig site.
Installation Services are limited to a twelve (12) hour shift per day. Two (2) technicians are required for twentyfour (24) hour
support.
2.
Services of Additional Technician. Subject to personnel availability, TESCO will provide at Purchasers request an
additional TESCO technician for on-site training of Purchaser personnel. The cost for such technician will be at Purchaser
expense, at TESCOs quoted rate.
3.
Additional Purchaser Training. TESCO offers additional training and system familiarization for Purchaser designated
representatives, at Purchaser cost. Further information on this training, including training schedules, may be found at on TESCOs
website at www.tescocorp.com.
4.
Liabilities and Indemnities. The following provisions apply to claims arising out of or related to the Services provided
by TESCO pursuant to this Attachment 1.
4.1
Indemnified Parties. As used herein, TESCO Indemnified Parties means TESCO and all of its subsidiary and
affiliated companies of any tier, sub-contractors employed by TESCO and its and their directors, officers, employees, agents and
invitees; Purchaser Indemnified Parties means Purchaser and all its subsidiary and affiliated companies of any tier, its
customer, its equipment suppliers, its other contractors working at the site where the Equipment is located or installed, and its and
their directors, officers, employees and agents.
4.2

Personnel.

(a) Except as otherwise expressly provided herein, TESCO shall be responsible at all times for and shall indemnify and hold
harmless Purchaser Indemnified Parties from, costs and claims arising out of loss of life or personal injury to TESCO Indemnified
Parties REGARDLESS OF THE FAULT OR NEGLIGENCE, WHETHER SOLE, JOINT, CONCURRENT, ACTIVE
OR PASSIVE OR OTHERWISE OF PURCHASER INDEMNIFIED PARTIES.
(b) Except as otherwise expressly provided herein, Purchaser shall be responsible at all times for and shall indemnify and hold
TESCO Indemnified Parties harmless from, costs and claims arising out of loss of life or personal injury to Purchaser Indemnified
Parties REGARDLESS OF THE FAULT OR NEGLIGENCE, WHETHER SOLE, JOINT, CONCURRENT, ACTIVE
OR PASSIVE OR OTHERWISE OF TESCO INDEMNIFIED PARTIES.
4.3

Property.

(a) Except as otherwise expressly provided herein, TESCO shall be responsible for, and shall indemnify and hold harmless
Purchaser Indemnified Parties from, all costs and claims as a result of loss of or damage to property or property rights belonging
to TESCO Indemnified Parties, REGARDLESS OF THE FAULT OR NEGLIGENCE, WHETHER SOLE, JOINT,
CONCURRENT, ACTIVE OR PASSIVE OR OTHERWISE OF PURCHASER INDEMNIFIED PARTIES.
(b) Except as otherwise expressly provided herein, Purchaser shall be responsible for, and shall indemnify and hold harmless
TESCO Indemnified Parties from, all costs and claims as a result of loss of or damage to property or property rights belonging to
Purchaser Indemnified Parties, REGARDLESS OF THE FAULT OR NEGLIGENCE, WHETHER SOLE, JOINT,
CONCURRENT, ACTIVE OR PASSIVE OR OTHERWISE OF TESCO INDEMNIFIED PARTIES.
4.4
Transportation. When, in connection with the Services provided hereunder, property of TESCO Indemnified Parties is
being transported by conveyance belonging to, contracted by or arranged for by Purchaser, or such property is otherwise in the

Equipment Sale Agreement Attachment 1

Rev September 2008

Page 1 of 2

Initials: _______
TESCO

_________
Purchaser

TESCO CORPORATION

EQUIPMENT SALE AGREEMENT

TERMS AND CONDITIONS
Attachment 1 Installation Services

care of or being operated or controlled by Purchaser, Purchaser shall be responsible for and shall indemnify and hold harmless
TESCO Indemnified Parties from and against all costs, claims, or damages resulting from loss of or damage to TESCO
Indemnified Parties property regardless of the joint, sole, concurrent, active or passive negligence of any party but subject to the
negligence of TESCO Indemnified Parties.
4.5
Blowout and Rupture. Notwithstanding anything herein to the contrary, Purchaser shall at all times be liable for death
of or bodily injury to, or loss of or damage to property belonging to all persons, including TESCO Indemnified Parties, incidental
to or resulting from the rupture of a pressure vessel, pipework, containment device or pipeline or blowout or other loss of control
of a well, and for all costs of regaining control of any rupture, blowout or other loss of control, loss of well, subsurface damage,
reservoir damage or surface damage resulting from subsurface damage; and in addition, Purchaser shall defend, indemnify and
hold harmless TESCO Indemnified Parties from all costs and claims arising from such bodily injury, death or property loss,
REGARDLESS OF THE FAULT OR NEGLIGENCE, WHETHER SOLE, JOINT, CONCURRENT, ACTIVE,
PASSIVE OR OTHERWISE OF TESCO INDEMNIFIED PARTIES. Where Purchaser is liable for property or equipment
hereunder, Purchaser shall reimburse TESCO Indemnified Parties the amount of the then current repair cost, or the full new
replacement cost, as the case may be.
4.6
TESCOs Pollution. TESCO shall be liable at all times for, and shall defend, indemnify and hold harmless Purchaser
Indemnified Parties from, all costs and claims on account of pollution or contamination which originates from spills of TESCO
products, fuels, lubricants, motor oils, or other materials that are wholly in the possession and control of TESCO and directly
associated with TESCO equipment and operation REGARDLESS OF THE FAULT OR NEGLIGENCE, WHETHER SOLE,
JOINT, CONCURRENT, ACTIVE, PASSIVE OR OTHERWISE OF PURCHASER INDEMNIFIED PARTIES OR
HOWSOEVER ARISING.
4.7
Other Pollution. Purchaser shall be liable at all times for and shall defend, indemnify and hold TESCO Indemnified
Parties harmless from, all costs and claims on account of all other pollution or contamination not referred to in Subsection 4.6
hereof including, but not limited to, contamination in any way connected with the use of radioactive material in the wellbore,
pollution from slush pit breakage or seepage, fire, blowout, cratering, or any other uncontrolled flow of oil, gas, water or other
substance as well as the use or disposition of chemically treated drilling fluids, cuttings or lost circulation materials or fluids or
items or equipment in the possession and control of Purchaser and directly associated with Purchasers equipment or facilities
REGARDLESS OF THE FAULT OR NEGLIGENCE, WHETHER SOLE, JOINT, CONCURRENT, ACTIVE,
PASSIVE OR OTHERWISE, OF TESCO INDEMNIFIED PARTIES.
4.8
Third Parties. Subject to the specific indemnity provisions hereof, losses to Third Parties and their personnel and
property shall be governed according to law and any finding or apportionment of negligence between the parties. For the purpose
of this Subsection 4.8, the term Third Parties shall mean all parties other than Purchaser Indemnified Parties and TESCO
Indemnified Parties.
4.9
Consequential Damages. Neither TESCO nor Purchaser nor their Indemnified Parties shall be liable to the other
hereunder for any Consequential Damages.

Equipment Sale Agreement Attachment 1

Rev September 2008

Page 2 of 2

Initials: _______
TESCO

_________
Purchaser