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1.              INTRODUCTION

1.1 In General.  MarTest USA LLC, AQ USA Holding, Inc., and AQ Degassing USA LLC (individually or collectively as the context may require, “AQ USA”), are engaged in the business of providing certain services to customers (each a “Customer”) within the United States.

1.2 Services.  The services provided by AQ USA (the “Services”) broadly refer to all manner of commercial services provided by AQ USA to Customer including without limitation the re-conditioning of chemical or petrochemical products, recommendations in connection with handling, storage, safety, product characteristics, process control, training and supply of personnel, and supervisory, administrative, or consultancy services in connection with any of the forgoing.

1.3 Roadmap.  These ADDITIONAL TERMS AND CONDITIONS (these “ATCs”) are intended to clarify and guide any commercial relationship between AQ USA and a Customer, including as follows:

• Offer and Acceptance (Section 2);

• Contract Term (Section 3);

• AQ USA Obligations (Section 4);

• Customer Obligations (Section 5);

• Compensation (Section 6)

• Limitations on AQ USA Liability (Section 7);

• Protection of AQ USA Proprietary Information (Section 8);

• Cancellation (Section 9); and

• Customer Breach (Section 10)

1.4 Definitions.  Words and phrases in these ATCs with their initial letter(s) capitalized shall have the meaning ascribed to them herein.    

2.              PROPOSALS

2.1 Proposal.  From time to time, AQ USA may issue Customer a purchase order, proposal, lease agreement, sale document, or other written instrument that clearly describes in reasonable detail the Services to be provided and the amounts to be paid in exchange thereof (each a “Proposal”).  A Proposal is not valid under these ATCs until and unless such Proposal is signed by a representative of AQ USA with the authority to do so.

2.2 Acceptance.  A Proposal is deemed accepted under these ATCs (each an “Accepted Contract”) upon the earlier to occur of: (a) Customer’s written acceptance (including by electronic mail); or (b) any payment made by Customer in accordance with such Proposal. 

2.2.1 As used herein, the term “Project” will refer to the entirety of the undertaking that forms the subject matter of the Accepted Contract, including without limitation the Services to be provided, any stated goals, and the physical location(s) where the Services are to be provided (each a “Worksite”).   

2.3 Binding Agreement and Incorporation.  Each Accepted Contract is a legally binding agreement between AQ USA and Customer.  These ATCs are incorporated by reference into each Accepted Contract and deemed a part thereof.  If any term or condition of these ATCs directly conflicts with or contradicts the Proposal, it is the Proposal that shall control. 

2.4 No Modification.  The Accepted Contract may not be modified or amended at any time except in a writing signed by both AQ USA and Customer.  Notwithstanding the forgoing, these ATCs may be modified at any time without notice to Customer, provided that such modified ATCs shall only apply to any Accepted Contract created or amended after the date of modification.  

3.              CONTRACT TERM

The period of time within which the Company is obligated to provide Services for the Project under an Accepted Contract is referred to herein as the “Contract Term,” which shall begin and end on the dates stated within the Proposal.  Notwithstanding the forgoing, the termination of the Contract Term will not terminate Customer’s obligations under the Accepted Contract, including without limitation those related to the payment of Compensation or indemnification.

4.              COMPANY PERFORMANCE

4.1 Standards.  The Company will perform all Services in a professional manner and to a standard that is consistent with industry practice among service providers within the same or similar industry and geographic region as the where the Company is to provide the Services.

4.2 Use of Agents.  The Company may engage or use subcontractors or other third-parties in connection with the provision of Services.  AQ USA will remain responsible for the overall delivery of Services, except where delays or issues arise from Customers’ instructions, site conditions, or third-party acts outside AQ USA’s reasonable control.

4.3 Reliability of Reports. Any reports or recommendations provided by AQ USA are advisory in nature and intended to support Customers’ decision-making.  Except as may be provided elsewhere in these ATCs or otherwise required by applicable law, any opinions, recommendations, or reports issued or provided by AQ USA in connection with an Accepted Contract are done so without any warranty whatsoever.

4.4 Cooperation with Third-Parties.  To the extent Customer engages with a third-party with respect to the Project, whether to act as Customer’s representative or otherwise, AQ USA: (a) is authorized to share with such third-party all data or information concerning the Project that it would typically share with the Customer; and (b) will not be liable for the actions of such third-party or any incorrect data, opinions, or information shared thereby, except to the extent caused by AQ USA’s own gross negligence or willful misconduct.  

4.5 Excuse.  In addition to any other rights or remedies that may be available to AQ USA under law or equity, AQ USA is excused from any further performance under the Accepted Contract upon the occurrence of a Material Event (as defined below) and such excuse shall continue until either the Project is terminated in accordance with the terms herein or AQ USA notifies the Customer in writing that the Material Event has been resolved to the Company’s reasonable satisfaction.  AQ USA’s excused performance under this section shall not similarly excuse Customer from paying all Compensation due under Accepted Contract in a timely manner.  As used herein, the term “Material Event” shall mean any one or more of the following:

• Customer’s failure to pay any portion of Compensation when due;

• Customer’s failure to timely provide AQ USA with information that AQ USA reasonably requires to complete the Project;

• Customer is otherwise in Breach (as defined below) of the Accepted Contract;

• the occurrence of a Force Majeure Event (as defined below);

• if the Worksite is reasonably deemed by AQ USA to be unsafe for the Services, Equipment, its agents or its own personnel; or

• if continuing performance under the Accepted Contract would, in the Company’s reasonable estimation, violate any rule, law, regulation, ordinance, statute, or directive from any applicable governmental body or agency (collectively, “Applicable Laws”).

5.              CUSTOMER OBLIGATIONS

5.1 Information Sharing in General.  Customer will promptly share all information reasonably needed by AQ USA for the full and timely completion of the Project.

5.2 Site Access and Safety.  Customer will grant AQ USA (and its agents) access to the Worksite(s) and to all equipment and facilities within such Worksite(s) that are reasonably needed for the Project.  Except to the extent of AQ USA’s own gross negligence or willful misconduct, Customer is solely responsible for ensuring the safety of AQ USA’s personnel and property at the Worksite(s).  If Customer has knowledge of any hazard, danger, or potential danger at a Worksite (each a “Worksite Hazard”), it will communicate such Worksite Hazard to AQ USA at least 5 business days prior to any performance of Services on or delivery of equipment to such Worksite.  Customer and AQ USA will work together in good faith to mitigate any identified Worksite Hazards to the extent commercially reasonable, provided that if at any time AQ USA reasonably believes that an existing Worksite Hazard is unsafe for its personnel or property, a Material Event is deemed to occur.  

5.3 Permits.  Customer is solely responsible at its own expense for obtaining all permits, licenses, consents, or approvals needed for the Project under Applicable Laws.

5.4 Special Instructions.  If the Project Scope does not contain all the information, directions, or instructions reasonably necessary for AQ USA to safely and timely perform under the Accepted Contract, or if Customer discovers additional requirements that are reasonably necessary to safeguard its own people or property at the Worksite(s), then Customer shall provide AQ USA with such instructions (“Special Instructions”) in writing at least 5 business days before performance begins.  AQ USA will not be responsible for any delays, injuries to persons or property, mistakes, or poor performance that could have reasonably been prevented with Special Instructions.

5.5 Insurance. Customer and AQ USA will each maintain customary insurance coverage applicable to their respective operations, including general liability and workers’ compensation, and will provide certificates of insurance upon reasonable request.

6.              COMPENSATION

6.1 In General.  All amounts payable to AQ USA as described in the Proposal or otherwise due under the Accepted Contract (collectively, “Compensation”) will be promptly paid when due in United States currency and in accordance with AQ USA’s written instructions.

6.2 Terms.  Unless stated otherwise in the Proposal, all Compensation is due and payable 15 calendar days after invoice.

6.3 Electronic Payment.  All Compensation will be paid by wire, ACH, or other electronic form of payment as directed by AQ USA.

6.4 Late Fees.  In addition to any other remedy provided hereunder, Customer’s failure to timely pay any Compensation will incur an additional charge equal to 5% of the amount past due, which shall become immediately due and payable.  Customer acknowledges that AQ USA’s actual damages from any failure to pay are difficult to predict and that this late fee is reasonable compensation for such failure.

7.              LIMITED LIABILITY AND INDEMNITY

7.1 No Warranty.  Except as expressly stated hereunder or otherwise required by Applicable Laws, all Services provided under the Accepted Contract are as-is, where-is, with all faults, and without any implied or express warranty whatsoever, including without limitation any warranty of a particular result or whether or not the Services are fit for a particular use.

7.2 Monetary Cap.  Except to the extent of AQ USA’s gross negligence or willful misconduct and only to the fullest extent permitted by law, AQ USA’s maximum financial liability to Customer in connection with the Project, whether under the Accepted Contract, common law tort, or otherwise, shall be capped at the lesser of: (a) the Customer’s actual damages, as shown by reasonably detailed supporting documentation; or (b) the aggregate Compensation actually paid to AQ USA by Customer under the Accepted Contract.  

7.3 No Indirect.  Notwithstanding anything to the contrary, AQ USA will never be liable to the Customer for any consequential, punitive, indirect, or special damages in connection with the Project, including without limitation any lost profits, sales, demurrages, or similar consequential costs.

7.4 Customer Indemnification.  Except to the extent of AQ USA’s gross negligence or willful misconduct and but otherwise to the fullest extent permitted by law, Customer will indemnify, protect, defend with counsel and hold harmless AQ USA, its affiliates, and their respective owners, partners, officers, directors, employees, agents, and representatives from and against any and all claims, suits, causes of action, fees, expenses, or costs of every type and nature (including reasonable attorney’s fees), whether foreseen or unforeseen, that are asserted against AQ USA by a third-party or are otherwise incurred by AQ USA as a result of an action by a third-party, and that arise out of or are in any way connected to the Project.   

8.              INFORMATION AND TECHNOLOGY

8.1 Confidentiality.  During the Project, Customer may learn, receive, or come to possess certain of AQ USA’s data, know-how, processes, or other proprietary information used by AQ in connection with the Project (collectively, “Proprietary Information”).  Customer will treat all Proprietary Information as confidential and not disclose any such Proprietary Information to any third-party without AQ USA’s prior written consent, except to Customer’s attorneys, accountants, other professional representatives, or as required under Applicable Laws.  Further, upon the conclusion of the Project or other termination of the Accepted Contract, Customer will promptly return all Proprietary Information to AQ USA, including any notes, recordings, transcripts, photos, videos, or copies thereof, in whatever medium.  Customer’s obligations under this section shall continue indefinitely beyond any termination of the Accepted Contract and any breach hereof shall entitle AQ USA to injunctive relief in addition to any other rights it may have under law or equity.   

8.2 Ownership of Technology.  All of AQ USA’s Proprietary Information, trademarks, patents, trade secrets, know-how, processes, designs, inventions, product specifications, or other intellectual property of every type and nature, whether registered or unregistered, that is used by AQ USA in connection with the Project (collective, the “AQ Technology”) is solely the property of AQ USA and nothing in the Proposal, these ATCs, Accepted Contract, or any other facet of the business relationship between AQ USA and Customer will convey to Customer any rights or interest whatsoever in the AQ Technology.

8.3 Improvements.  Any improvements to or derivatives of the AQ Technology that are learned, thought of, or otherwise created in connection with the Project are also the sole property of AQ USA.

9.              CANCELLATION

Customer may cancel any Project upon 30 days’ notice to AQ USA and payment of: (a) all Compensation due and payable as of the date of cancellation; plus (b) any Mobilization Costs (as defined below), not to exceed 30% of the total Compensation due under the Accepted Contract.  The term “Mobilization Costs” means any cost actually incurred by AQ USA in preparation of its performance under the Accepted Contract, including without limitation as reasonably determined by AQ USA, internal labor costs, lots sales, or third-party expenses. 

10.           CUSTOMER BREACH AND REMEDIES

10.1 Breach.  Customer will be in “Breach” of the Accepted Contract if Customer:

• fails to pay any amount when due and such failure continues for 10 days following notice from AQ USA;

• fails to timely perform any obligation required of Customer under the Accepted Contract and such failure continues for 15 days following notice from AQ USA; or

• becomes insolvent or files for bankruptcy protection or other similar proceeding.

10.2 Interest.  Upon any Breach due to a payment failure, in addition to any other remedy provided hereunder, Customer will owe interest on the unpaid amount (until paid) at a rate equal to the lesser of: (a) 10% per annum; or (b) the highest non-usurious rate permitted under Applicable Laws.

10.3 Remedies.  A Breach will entitle AQ USA to any one or more remedies described herein, in the Accepted Contract, or available under Applicable Laws, including without limitation to immediately terminate the Accepted Contract.

11.           FORCE MAJEURE

Neither party shall be liable for delays or non-performance caused by events beyond their reasonable control, including natural disasters, supply interruptions, pandemics, or governmental restrictions (each such event a “Force Majeure Event”). The affected party will notify the other promptly and use commercially reasonable efforts to mitigate impacts.

12.           MISCELLANEOUS

12.1 Governing Law, & Jurisdiction and Dispute Resolution. This Accepted Contract shall be governed by and construed in accordance with the laws of the State of Texas. Venue for any dispute shall exclusively be in the state or federal courts located in Harris County, Texas. Prior to initiating litigation, the parties will attempt in good faith to resolve any dispute through non-binding mediation conducted in Houston, Texas or another mutually agreed mediator. Each Party shall bear its own costs of mediation, and the parties shall share equally the mediator’s fees.  

12.2 Entire Agreement.  This Accepted Contract and the exhibits and schedules attached hereto contain all the agreements of the parties concerning the subject hereof and cannot be amended or modified except by a written instrument executed and delivered by the parties.  There are no other representations, agreements, arrangements or understandings, either oral or written, between or among the parties hereto relating to the subject matter of the Accepted Contract that are not fully expressed herein.  In addition, there are no representations, agreements, arrangements or understandings, either oral or written, between or among the parties upon which any party is relying upon in entering the Accepted Contract that are not fully expressed herein.

12.3 Relationship of Parties.  The parties are not intending to enter into a partnership or joint venture and shall act in a manner such that their relationship under the Accepted Contract is not classified as a partnership or joint venture under applicable law.  Neither party shall in any way hold itself out to be an agent of or affiliated with the other party, and neither party shall have the power or authority to bind the other or act on the other party’s behalf. 

12.4 Waivers.  No act or omission by either party, including any delay or decision not to enforce any particular remedy allowed by the Accepted Contract, shall be deemed a waiver of the other party’s conduct or default hereunder.  Further, consent by any party to any act or omission by another party shall not be construed to be consent to any other subsequent act or omission or to waive the requirement for consent to be obtained in any future or other instance.

12.5 Successors.  The terms and provisions of the Accepted Contract shall be binding upon and inure to the benefit of each party’s respective successors.

12.6 Counterparts.  This Accepted Contract may be executed in one or more counterparts.  Once all such counterparts are executed, each shall be deemed an original. Paper copies, fax copies and scanned electronic signatures shall all be deemed original signatures.

12.7 Representation of Authority.  Each person signing the Accepted Contract represents and warrants he or she is duly authorized and has legal capacity to execute and deliver this Agreement.  Each party represents and warrants the execution and delivery of the Accepted Contract and the performance of such party’s obligations hereunder have been duly authorized and the Accepted Contract is a valid and legal agreement binding on such party and enforceable in accordance with its terms.

12.8 Severability.  If any term or provision of the Accepted Contract is determined to be illegal, unenforceable or invalid in whole or in part for any reason, such illegal, unenforceable or invalid provisions or part thereof shall be stricken from the Accepted Contract, and such provision shall not affect the legality, enforceability or validity of the remainder of the Accepted Contract.  If any provision or part thereof of the Accepted Contract is stricken in accordance with the provisions of this section, then the stricken provision shall be replaced, to the extent possible, with a legal, enforceable and valid provision that is as similar in tenor to the stricken provision as is legally possible.

12.9 Notices.  Any notice required under the Accepted Contract shall be delivered personally, certified mail return receipt requested, or via common carrier providing tracked delivery service in accordance with the contact information provided under the signatures below.  Notice shall be deemed given on the date of actual delivery, if delivered in person or by common carrier with tracked delivery service, or one day after the date the certified mail is posted if delivered by certified mail.

12.10 Time.  Time is of the essence to the performance of each and every obligation under the Accepted Contract.

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Contact Information:

+1 346-240-2138 | sales.usa@group-AQ.com | www.group-AQ.com

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Document Reference: AQ-GTC-USA
Revision date: October 7th, 2025