Quote Based Parts Sales Terms and Conditions

(a) Indemnification. Customer shall release, protect, indemnify, and hold harmless Mesa, its affiliates, and their respective officers, directors, managers, equity holders, employees, contracts, agents, successors and permitted assigns and other representatives from and against all losses, costs, expenses, liabilities, damages, fines, and penalties, including court costs, reasonable attorneys’ and professionals’ fees and expenses, and other litigation or settlement expenses (“Losses”) sustained or incurred by such parties, including in connection with any third party claims, to the extent such Losses arise out of: (i) any bodily injury or property damages directly or indirectly caused by Customer, its affiliates or their respective officers, directors, managers, equity holders, employees, contractors, argents, or other representatives (“Customer’s Representatives”) in connection with the handling, transportation, storage, or use or operation of the Parts, (ii) any negligent or wrongful act or omission of Customer or Customer’s Representatives; (iii) any violation of applicable law by Customer or Customer’s Representatives; and (iv) any breach by Customer of any of its obligations hereunder, except in each case, to the extent such Losses are caused by the fraud, gross negligence, or willful misconduct of Mesa.

(b) Limitation of Liability. Mesa nor its affiliates or their respective officers, directors, managers, employees, equity holders, agents, contractors, successors and permitted assigns or other representatives shall be liable for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, lost profits or revenues or diminution in value, arising out of or relating to any breach of this Agreement, regardless of (i) whether such damages were foreseeable, (ii) whether or not it was advised of the possibility of such damages, and (iii) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose. The foregoing indemnification obligations of this Section shall apply regardless of the amount of insurance coverage held by Customer, including any such coverage under any workers’ compensation act, disability act, or other employee benefit act, or any other applicable law that would limit the amount or type of damages, compensation, or benefits payable by or for Customer, and shall be both independent of and not limited by or to any insurance carried or provided by Customer. EXCEPT FOR INSTANCES OF FRAUD, GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, MESA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO MESA BY CUSTOMER PURSUANT TO THIS AGREEMENT. Without limiting the generality of the foregoing, Customer assumes all risk and liability for the operational results obtained by Customer from Customer’s purchase of the Parts in the practice of any process, whether in terms of operating costs, general effectiveness, success or failure, and regardless of any oral or written statements made by Mesa, by way of technical advice or otherwise, related to the use of any Parts.