TERMS CONDITIONS

WHEREAS:

  • The Company shall sell, and Customer shall purchase Equipment ordered by Customer on the following terms and conditions of sale (“Terms and Conditions of Sale”) and Common Terms only.
  • Equipment and Services rented, leased or otherwise provided to Customer by the Company shall be rented, leased or otherwise provided on the following terms and conditions of rental and service (“Terms and Conditions of Rental and Service”) and Common Terms only.
  • Remedial Tools supplied to the Customer by the Company shall be rented on the following terms and conditions of rental (“Remedial Tool Rental Terms”) and Common Terms only.
  • The Terms and Conditions of Sale, Terms and Conditions of Rental and Service, Remedial Tool Rental Terms and Common Terms are herein referred to, individually and collectively, as the “Terms and Conditions”.

COMMON TERMS

The following terms and conditions are hereby incorporated into the Terms and Conditions of Sale, Terms and Conditions of Rental and Service and Remedial Tool Rental Terms.

DEFINITIONS

The definitions set forth below shall apply to the applicable Terms and Conditions.

“Affiliated company or Affiliate”: any company or other entity that controls or is controlled by or is under common control with one of the Parties. For the purpose of this definition, control shall mean the right to exercise 50% or more of the voting rights in the appointment of the directors or similar representatives of such company or entity.

 “Claims”: all causes of action, demands of any kind, court costs and expenses including legal fees, consequential, direct or indirect damages, demands, fines, liabilities, losses, penalties or proceedings.

“Contract”: any contract between the Company and the Customer for the sale, purchase and rental of Equipment incorporating these Terms and Conditions.

“Consequential Damages”: shall include but not be limited to, loss of production, loss of revenue, loss of profits or anticipated profits, loss of business or business opportunity, damages of any kind for failure to meet deadline, loss of use, rig down-time expenses, well control expenses, sub-surface damage of any kind, surface damage of any kind, loss of hole, re-drilling expenses, reservoir or formation loss or damage, pollution damage and/or wreck or debris removal expenses, damage to environment, ecology, marine life and water contamination.

“Company”: Pioneer Engineering.

“Customer”: the party contracting to buy or hire the Equipment and/or Services.

“Day”: a calendar day starting from 0000 hrs to 2400 hrs Local Time.

“Equipment”: all machinery, materials, merchandise, products, supplies, consumables, thread protectors, tools (down-hole, surface or other physical item), and parts thereof that are supplied, sold, rented, leased or otherwise provided by the Company, and/or provided in connection with Services performed by the Company.

“Force Majeure”: any act or event including but not limited to blockades, embargoes, riots, strikes lockouts, labour and civil disturbances, Acts of God, storms, fire, flood, earthquakes, unavoidable accidents, sabotage, terrorism, insurrections, acts of war (declared or undeclared), acts of any governmental or military agency acting under actual or assumed authority or any cause or events or circumstances beyond the control of either Party.

 “Good Oil and Gas Field Practices”: the standards of quality, safety and overall efficiency used by an experienced contractor when carrying out their activities under contract to or otherwise on behalf of a reputable international oil operator company.

“Harmful Waste”: any injurious, poisonous, toxic or noxious substance and, in particular, includes nuclear waste emitting any radioactive substance if the waste is in such quantity, whether with any other consignment of the same or of different substance, as to subject any person to the risk of death, fatal injury or incurable impairment of physical or mental health.

“Operating Day Rental Price”: a price per calendar day or part thereof chargeable for the period that Tools or Equipment is (a) made up in the drill string or (b) if applicable to the type of Tools or Equipment, in use on surface at Work Site.

“Party or Parties”: either Customer or the Company individually or Customer and the Company collectively as appropriate.

“Price List”: a document approved and issued by the Company that enumerates the pricing or method of calculating the price for the supply, sale, rental, lease or other provision of Equipment or Services by the Company to Customer.

“Quotation”: a commercial offer, open for a specific period of time for acceptance by the  Customer, to supply, sell, rent, lease or otherwise provide Equipment or Services by the Company to the Customer.

“Service or Services or Work”: all operations to be performed by Company Personnel, subcontractors, or agents, including the resulting efforts of Equipment supplied by the Company pursuant to this Contract.

“Company Personnel”: personnel working in the organisation of, or an Affiliate of, the Company, its and their subcontractors.

“Special Tools”: Tools or Equipment not considered by the Company to be normally stocked Tools or Equipment.

“Standby Rental Price or Standby Rental Charges or Standby Charges”: a price per calendar day or part thereof chargeable for the period that Tools or Equipment is (a) not made up in the drill string or (b) is in transit between the Company service centre and Work Site or (c) is specifically held for Customer use at the Company service centre.

“Tool(s)”: see Equipment.

“Work Site”: the lands, waters and other places on, under, in or through which the WORK is to be performed including onshore installations,  construction equipment, and places where Equipment, Tools, materials or supplies are being obtained, stored or used for the purposes of the Contract.

Unless the context otherwise requires, the singular shall include the plural and the plural the singular, and words importing persons shall include their respective firms and corporations.

GENERAL

  • The Terms and Conditions constitute the entire Contract (the “Contract”) between Customer and the Company and cancel and supersede any prior understandings, Contracts, negotiations and discussions between Customer and the Company with respect to the transactions contemplated by these Terms and Conditions.
  • There are no representations, warranties, terms, conditions, undertakings or understandings, express or implied, between Customer and the Company other than those expressly set forth in this Contract.
  • These Terms and Conditions may not be amended or modified in any respect except as agreed in writing by the Company.
  • Headers are for ease of reference only and do not affect the interpretation or construction of this Contract.

CONDITION OF THE EQUIPMENT

  • Subject to the provisions of these Terms and Conditions, Equipment supplied by the Company will comply with the specification defined in the order acknowledgement.
  • Unless the Parties have expressly agreed in writing to modify the condition then, save as set out in Clause 11 without prejudice to the provisions of Clause 3.1 above, any condition or warranty, statement or undertaking as to the quality of the Equipment or their fitness or suitability for any purpose however or whatever expressed or which may be implied by statute, custom of the trade or otherwise is hereby excluded.
  • Without prejudice to the foregoing, no statement or undertaking contained in any British Standard, Euronorm, ISO Recommendation or other standard or technical specification as to the suitability of the Equipment for any purpose shall give rise to any legal liability.

OBJECTION NOTICE AND PREVAILING RIGHTS

  • All sales, rental or other provision of Equipment or Services to Customer is made on these Terms and Conditions only, notwithstanding different or conflicting terms and conditions contained within any of the Customer’s documentation which are hereby objected to and which will not be accepted as being binding upon the Company. In the event of a conflict between these Terms and Conditions and the provisions of any of the Customer’s printed or electronic form of purchase orders, work or service orders, job or delivery tickets, the Customer expressly agrees that the provisions of these Terms and Conditions shall prevail.

INVALIDITY AND SEVERABILITY

  • If any provision of this Contract shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or non-enforceability of such provision shall not affect the other provisions of this Contract and all provisions not affected by such invalidity or non-enforceability shall remain in full force and effect.

JURISDICTION

  • The Contract will be governed by and construed, interpreted and enforced in accordance with the non-exclusive jurisdiction of the laws of England and Wales.

DISPUTE RESOLUTION

  • Any dispute, controversy or claim arising out of or in connection with the Contract, or the breach or validity thereof, which is not settled amicably by Customer and The Company within thirty (30) days of first arising will generally be settled by arbitration under the Arbitration Act 1996 (England & Wales) through a suitably qualified and appointed Sole Arbitrator forming an arbitral tribunal of one (1).
  • The Arbitrator shall be mutually appointed by the Parties or by the President of the Chartered Institute of Arbitrators, London at the request of a Party if the Parties fail to agree a mutually appointed Arbitrator within 7 days of commencement of dispute resolution by arbitration.
  • The costs of the arbitration proceedings (including legal fees and costs) shall be borne in the manner determined by the arbitrator. Nothing in these Terms and Conditions shall inhibit either Party from taking action in a court in any relevant jurisdiction.

PAYMENT TERMS

  • Terms of payment shall be as stated on the Company’s Quotation.
  • All payments, unless otherwise specified on the face of the invoice, shall be made in the currency of the Quotation without any deductions or setoff. If no currency is specified then it shall be considered to be US dollars.
  •  All duties, taxes, and such like costs, not specifically included in the Quotation or on the face of the invoice shall be paid by the Customer.
  • If payment terms are not adhered to, in addition to its other legal rights, the Company may defer or cancel further transactions under this Contract and charge the Customer interest at the rate of four (4) percent above the prevailing bank interest rate at Lloyds Banking Group each day until the unpaid balance plus interest is paid. Deferral or cancellation of transactions by the Company due to Customer’s default in adhering to payment terms, will not amount to non performance of Contract by the Company.
  • The Customer agrees to pay all of the Company’s costs including legal fees and court costs incurred in the collection of due amounts from the Customer.

CONSEQUENTIAL DAMAGES

  • The Company shall not be responsible for, nor shall it bear any liability under this Contract for incidental, indirect or Consequential Damages of any kind.

FORCE MAJEURE

  • The Company shall not be liable for any special, direct and/or Consequential Damages for a failure to perform its obligations under this Contract where such failure or non-compliance is caused by an event of Force Majeure or any other occurrence beyond the reasonable control of the Company.
  • In the event that the Company is affected by Force Majeure or any such other occurrence the time for performance of its obligations shall be automatically extended by the time equal to the duration of the Force Majeure or such other occurrence plus time taken for conditions to come to operating normalcy.

NO WARRANTIES

  • The Company gives no warranty, express or implied, as to the design, workmanship, quality, fitness for any purpose, or operation or any other representation or warranty whatsoever. All such risks are to be borne by the Customer whether or not the Equipment or Tool is operated under the Company’s supervision or not and all such Equipment or Tool is accepted by the Customer on an “as is” basis.
  • No warranty is given with respect to any information, Equipment, Tools or Services provided by the Company save where expressly stated in the Terms and Conditions.
  •  The Customer accepts that any assistance provided by the Company, by way of technical or engineering information and/or the supply of Equipment, Tools or Services is advisory only and that the Company shall not be liable for any claims arising from Customer use of such advisory information, Equipment, Tools or Services, except as otherwise specifically provided herein.

NO GUARANTEE OF PROVISION OF EQUIPMENT OR SERVICES

  • Even though a price may be listed for Equipment, Tools or provision of Service, the Company does not guarantee that such Equipment, Tools or Service will actually be available in any or all of the Company’s service centres or other physical locations.

TAXES, WITHOLDINGS AND OTHER DEDUCTIBLES OR IMPOSITIONS

  • All prices, rates, day-rates and other elements of chargeable value are quoted exclusive of customs fees, import duties, and any and all taxes, fees, charges and duties of whatever kind (including but not limited to withholding taxes, sales, and excise), and the Customer shall be responsible for the payment thereof.

CHANGE WITHOUT NOTICE

  • All Terms and Conditions, prices, rates, day-rates and other elements of chargeable value are subject to change without notice.

INSURANCE

  • The Customer and the Company agree that each Party shall maintain suitable insurance to a level sufficient to meet their liabilities under any transaction contemplated by the Contract.

TERMINATION

  • Termination of this Contract shall not relieve the Customer of any liability incurred prior to termination, and upon such termination the Customer shall settle such liabilities and immediately return any rental Equipment or Tools in their possession to the Company.

TERMS AND CONDITIONS OF SALE

1. The Company Design, Build and Modifications:

1.1       Where Equipment or Tool is designed by the Company, the Company reserves the right to modify the design, method of build and/or the process for modification of any or all Equipment or Tool sold by it.

2. Customer’s Design, Build and Modifications:

2.1       Where the Company builds and/or modifies Equipment in accordance with the Customer’s drawings, plans, specifications or other information, the Customer will defend, indemnify, release and hold harmless Company and Company’s Affiliates from and against any and all claims by the Customer or any other natural or corporate person, such claims including but not limited to claims for direct or indirect, special and/or Consequential Damages, loss of or damage to property at surface or sub-surface, destruction or economic loss of any kind including property rights, infringement of any patent, design copyright or trade name or mark, death, injury or incapacitation arising, directly or indirectly, or in any manner connected with such Equipment,

3. Limited Warranty:

The Company warrants that Equipment or Tools designed and built by it is substantially free from defect for a period of one (1) calendar year from the date of purchase provided always;

  • That the Customer operates the Equipment or Tools within the design characteristics and conditions specific to the Equipment or Tools and
  • Customer operates the Equipment or Tools in accordance with the Company’s written operating instructions supplied to the Customer and
  • the warranty does not apply to Equipment or Tools that has been repaired or otherwise worked upon and
  • the warranty does not apply to Equipment or Tools that has been modified or subjected to improper operation/maintenance/handling/storage/installation or replacement with non Company approved spare parts and
  • the warranty does not apply to models or samples supplied to the Customer by the Company as illustrations or examples of general properties of Equipment or Tools and
  • the warranty does not apply to Equipment or Tools built by The Company from designs or plans provided by third parties or the Customer and
  • the Company’s liability for breach of this warranty shall be expressly limited to the repair or replacement, at its sole discretion, of any Equipment or Tools or parts of Equipment or Tools which prove to be defective during the period of warranty and that The Company’s liability to repair or replace constitutes agreed compensation for any breach of this warranty and the stated remedies for breach hereof shall be in lieu of any and all other warranties, express or implied, including without limitation warranties for merchantability, or fitness for any particular purpose, and in lieu of liability for the Company’s negligence or fault and that the Customer agrees the Company shall not be liable for incidental or Consequential Damages of any kind, and
  • notice of defective Equipment or Tool must be given in writing to the Company and that the Customer or user of the Equipment or Tool must keep the Equipment or Tool in an unaltered condition for examination by the Company. All warranty claims must be made within ten (10) days after discovery, and no discovery after a calendar year from the date of purchase shall be permitted.

4. Returns

4.1       No Equipment or Tools purchased from the Company may be returned for credit unless expressly agreed to in writing beforehand by the Company and providing always that the Equipment or Tool is unused, in substantially new condition and considered by the Company to be a normally stocked Equipment or Tool.

4.2       A restocking fee plus freight, if applicable, will be quoted by the Company. The Company will give its written consent only when such restocking charges have been agreed in writing by the Customer.

4.3 No Equipment or Tool or material will be accepted for return after sixty (60) days after the date of purchase.

5. Cancellation/Changes

5.1       Cancellation of any order already placed by the Customer and accepted by the Company can only be made with the Company’s written consent. Any cancellation will incur a cancellation charge which will be notified in writing to the Customer by the Company. Only upon acceptance and payment of the cancellation charge will the Company give its written consent.

5.2       Changes to orders placed and accepted can be changed only with the Company’s written consent. Any changes accepted by the Company may incur a “cost-of-change” charge which will be notified in writing to the Customer by the Company. Only upon acceptance and payment of the “cost-of-change” charge will the Company give its written consent. The Company reserves the right to change the design and build of Equipment and Tools without notice but such change shall not entitle the Customer to cancel or change any order already placed without cost.

5.3       In the event of premature return of rental Equipment or Tool which is subjected to minimum continuous rental duration, rental charges shall continue until the minimum rental duration stipulated is achieved.

6. Quotations and prices

6.1       Quotations are valid for thirty (30) Days from date of Quotation and their validity may be extended only at The Company’s sole option.

6.2       All Quotations, unless specifically stating otherwise, are made on an Ex Works basis from the Company’s designated manufacturing point or the appropriate Company service centre depending upon the location from which the Equipment or Tool is being shipped.

6.3       All Quotations are in the currency stated in the quote, and failing such statement, must be considered to be in US dollars.

6.4 Prices for standard Equipment and/or Tools shall be the prices shown on the Company’s applicable Price List or Quotation.

6.5       Requests for quotes for non-standard Equipment or Tools should be sent to the appropriate Company office.

6.5       Prices are based on the Company’s standard procedures and any additional requirement requested by the Customer shall be charged at the Company’s quoted price. An invoice for the revised price(s) shall be issued upon delivery.

7. Handling, Freight and Shipment:

7.1       The Customer should arrange, be responsible and pay for, handling, provision of cranes, slings & dogs, freight and shipment, duties, levies, clearance, taxes, insurance and any other related or pertinent expenditure of Equipment or Tools which has been notified to the Customer as being available for collection. The same shall apply for return of Equipment or Tools by the Customer to Company’s nominated location.  If the Customer requires the Company to arrange for handling, transportation, shipment and clearance, the Company may agree at its sole discretion to provide such service in a reasonable manner and time frame, at the Customer’s risk, and the Company shall charge the Customer on the basis of all incurred costs plus a 15% mark up.

8. Delivery

8.1       The Company will use reasonable efforts to have Equipment or Tools  ready for collection or shipment by the date agreed to by the Parties, provided always that the Company has received all of the required and necessary Customer information, including but not limited to, approval of quotes, drawings, amendments, changes, or prices. However it is hereby agreed between the Customer and the Company that the Company shall have no liability for Claims, damages or costs incurred as a result of its late delivery of Equipment or Tools regardless of cause.

8.2       The Company’s obligation in respect of delivery time shall be deemed to have been met upon notification by the Company to the Customer of readiness for dispatch of goods.

9. Title and risk of loss:

9.1       Risk of loss will pass to the Customer upon delivery of Equipment or Tool  EX WORKS at Company’s location from which the Equipment or Tool is to be shipped.

9.2       If the Company has not received shipping instructions within ten (10) days of the the time the Company informs the Customer of readiness delivery or if the Customer requests that the Company store the Equipment or Tool until further instruction, the Company shall have the right to charge the Customer storage charges.  In all such cases, risk of loss passes to the Customer when the Company informs the Customer of the readiness of Equipment or Tool EX WORKS basis for delivery.

9.3    During any period of such storage the Customer must maintain all-risk property insurance on Equipment or Tool at its replacement value, or be self-insuring for same, and the Company will not be responsible or liable for deterioration and/or loss of Equipment or Tool resulting from weather conditions, theft, physical damage howsoever caused or other events out-with the Company’s reasonable control.

9.4       Title to Equipment or Tool will pass from the Company to the Customer only when the Company has received full payment without any deductions, for the Equipment or Tool purchased by the Customer and the Company has no claims or dues whatsoever from the Customer.

 TERMS & CONDITIONS OF RENTAL AND SERVICE

1. GENERAL WARRANTY LIMITATION

1.1       Terms and Conditions of Rental and Service include Remedial Tools in addition to the special and specific conditions itemized elsewhere.

  • The Company endeavours to use its best efforts to ensure all Personnel provided or performing the Services are competent and that Equipment or Tool is in operable condition. The Company Personnel will attempt to accomplish the work requested however because of the nature of the work to be accomplished such results cannot be and are not guaranteed or warranted by the Company. The Company reserves the right not to perform or attempt to perform the work if in its considered opinion Work Site or operational conditions make such attempt unsafe or contrary to Good Oil and Gas Field Industry practice.
  • The Customer will pay the Company, at the rates listed in the applicable Price List (or Quotation accepted by the Customer), for the Equipment, Tool and/or Services, whether or not the desired results have been accomplished, without deduction or offset of any kind irrespective of any Claims which the Customer may assert against the Company or any manufacturer and/or supplier of the Equipment or Tool and/or Services. All rates and/or charges for Equipment, Tools and/or Services are subject to change by the Company without notice and the Customer will be invoiced at the rental or Service rates in effect at the beginning of the Rental or Service.
  • The Customer agrees and accepts that the Company Personnel shall not be responsible for the final decision made on any work assignment or job. The Customer shall retain full, final and complete control and supervision of the Work Site, well and performance in and around the well.

2. PRICES AND CHARGES

2.1 Unless otherwise stated in the applicable Price List or Quotation;

2.1.1 For Rentals only

  • no Services are included in rental charges shown therein
  • all rental charges may be subject to minimum rental period
  • rental charges commence when each individual piece of Equipment or Tool leaves the Company’s service location and continue until return thereto or until the Company is notified that such Equipment or Tool is lost or damaged beyond repair
  • all rental charges are charged on a calendar Day, and any part thereof constitutes a Day
  • Consumable items returned unused and undamaged shall be subject to 50% restocking charge

2.1.2 For Services only

  • all Services charges are charged per calendar Day, and any part thereof constitutes a Day
  • Services may be subject to a minimum charging period
  • Service charges begin when the Company Personnel leave their designated location and continue until such Personnel returns thereto
  • The Customer will provide suitable communications, living accommodation, safety  equipment, safety attire, safe working conditions and meals for Company Personnel at the Customer Work Site at no cost to the Company or, where such provision is not made by the Customer, the Company will charge the Customer for actual cost incurred plus a fifteen percent (15%) mark-up.
  • If the Company Personnel and/or Equipment are mobilized at the Customer’s call-out and call-out is cancelled by the Customer, the Customer will be charged for actual cost incurred plus a fifteen percent (15%) mark-up.

2.1.3    Transportation

  • The Customer will be invoiced at cost price plus a fifteen percent (15%) mark-up for third party transportation
  • The Customer will be charged at the appropriate listed mileage rates for any Company vehicles used by Company Personnel for the Services
  • All transport or freight charges are in addition to and separate from any rental or Service charges. Where, for the convenience of the Customer, the Company arranges transport or freight all charges by the carrier will be invoiced to the Customer at the rate charged by carrier plus a fifteen percent (15%) mark-up.

3. WELL CONDITIONS

3.1       Well conditions and any other impediments which prevent satisfactory operation of Equipment or the accomplishment of the intended objective of Services does not relieve the Customer of obligation and liability to pay any charges.

4. DISCOUNT

4.1       Discounts, if any, granted by the Company shall be agreed in writing and apply only to Equipment or Tool owned by The Company and such discounts apply only to rental charges for such Equipment or Tool. Under no circumstances and in no event shall such discounts apply to any other charges, including but not limited to, charges for Service Personnel, labour charges, transport costs, repair costs, inspection charges, third party charges, rental charges for Equipment or Tool not owned by the Company, lost Equipment or Tool charges, damaged beyond repair charges and any elements of an invoice relating to taxes, imposts or such like charges. Discounts, if any, are only applicable if the Company receives full payment of the invoice amount due within thirty (30) Days of invoice date.

5. RESPONSIBILITY FOR EQUIPMENT

5.1 The Customer agrees to return each piece of Equipment or Tool to the Company in as good as a condition, fair wear and tear from reasonable use excepted, as when sent from the Company’s service centre. The Customer accepts and assumes all risk of loss, destruction, or damage to Equipment or Tool from the time it leaves the Company’s service centre until it is returned to that service centre, or until it is declared lost or damaged beyond repair to the Company by the Customer. Equipment or Tool in the possession and control of Customer (whether rented or leased to Customer, or stored at Customer Work Site) that is not returned or is damaged beyond repair shall be charged to the Customer at the current list price of new such Equipment or Tool. No damages or charges of any kind incurred by the Customer in attempting to repair or replace defective Equipment or Tool or occasioned by defective Equipment or Tool will be allowed as a deduction from such charges to the Customer.

5.2 The Customer shall pay the Company the full cost of any inspections performed by the Company or a third party inspection service upon return of the Equipment or Tool. Where Equipment or Tool is returned in unclean condition, including the presence of Harmful Waste, the Company will clean, or cause to be cleaned, such Equipment or Tool and all costs plus fifteen percent (15%) of such cleaning and disposal of waste, taxes or other government charges if applicable will be to the account of the Customer.

If in the Company’s sole judgement, unclean condition of Equipment or Tool cannot be brought to a clean condition or complete removal of residue from Equipment or Tool is not possible under the circumstances, all such affected Equipment or Tool shall be considered as damaged beyond repair and relevant provisions of these Terms & Conditions relating to damaged Equipment or Tool beyond repair shall apply.

5.3 All Equipment or Tool not returned for whatever reason or damaged beyond repair will be paid for by the Customer at the respective manufacture’s current price list, for new Equipment or Tool. In addition all transportation, shipping, freight, insurance, taxes, customs duties, and any other charges will be invoiced to the Customer. All damaged Equipment or Tool which can be repaired to API and/or other applicable specifications will be repaired by the Company, and all costs for parts, labour and inspection will be paid by the Customer. Accrued rental charges shall not be applied against the purchase price or cost of repairs of Equipment or Tool damaged or not returned. Equipment or Tool invoiced as a sale after having been damaged beyond repair will be held for the Customer for a period of sixty (60) days after the invoice date, and if not removed within those sixty (60) days will be subject to disposal at the discretion of the Company without any liability of the Company to the Customer.

5.4 All replaceable spare parts may be replaced upon return of Equipment or Tool and any such cost will be for the account of the Customer.

6. INDEMNITY

6.1       The Customer will defend, indemnify, release and hold the Company ( and any other person, real or corporate, for which the Company may be responsible in law) harmless from and against all and any Claims by the Customer, or any other person or entity, against the Company of every kind or character whatsoever arising out of delivery, pick-up, repair, use or operation of Equipment or Tool or relating to termination of this Contract or arising in connection with bodily injury or death or property damage, destruction or economic loss including but not limited to release of radioactive materials, Harmful Waste contamination or damage to reservoir , formation, sub-surface property or property rights because of lease, rental, purchase, delivery, installation, possession, operation, use, condition of or return of Equipment or Tool, whether by the Company, the Customer or any other person or entity, irrespective of whether the Company may be alleged or proven to have been liable but excepting where the damage or death was caused by the sole gross negligence of the Company.

7. ENVIRONMENTAL

7.1       The Company is committed to operating in a safe and environmentally acceptable manner. Whenever Equipment or Tool is returned from a Work Site and is covered or contaminated by residual material, or Harmful Waste from operations in a well-bore or otherwise requires cleaning or servicing, the Company will perform cleaning/servicing of Equipment or Tool in a safe and environmentally acceptable manner and the resulting costs will be charged to the Customer at a price to be advised to the Customer.

8. TITLE TO EQUIPMENT

8.1       Title to Equipment or Tool shall remain with the Company. The Company shall be entitled to enforce its title on any occasion and especially where the Customer has breached any term of the Contract.

9. INSPECTION

9.1       The Customer’s acceptance of delivery of Equipment or Tool is deemed to demonstrate that the Customer has inspected and found the Equipment or Tool to be suitable for its purpose(s) and in good condition.

9.2       The signature of the Customer’s representative on the Service/Delivery ticket is conclusive proof of the Customer’s acceptance of the rental rates and charges and quantities received in good order of such Equipment or Tool.

10. SUB-RENTAL

10.1     If it is necessary for the Company to sub-rent Equipment or Tool from a third party to comply with a Customer order, irrespective of the reason therefore, if any, the Customer shall pay such third party charges even although such charges may be higher than the rate stated in the applicable Price List or Quotation for similar Equipment or Tool. This rate will form a variation to the Quotation and be agreed between the Parties at this time.

11. SPECIAL EQUIPMENT/SPECIAL CHARGES

11.1     All special Equipment or Tool sourced from a third party, or manufactured by the Company shall be sold, rented, leased or otherwise provided to the Customer at quoted price.

12. STANDBY CHARGES

12.1     Standby Charges, where applicable, may be applied under conditions specified in various sections of the applicable Price List or Quotation.

13. CUSTOMER REQUESTED INSPECTIONS

13.1     Any inspection or testing of Equipment or Tool performed according to Customer requirements shall be paid for by the Customer.

REMEDIAL TOOL RENTAL TERMS

A. The Remedial Tool Rental Terms and Rental and Service Terms and Conditions also apply to fishing tools rentals and Services.

B. All Equipment delivered or called out by the Customer, with or without Company Personnel, will be charged at the applicable rate from the time that Equipment leaves the Company’s service centre until its return thereto.

C. Equipment sourced from third parties are subject to the conditions, warranties (if any) and prices established by such third parties plus a commercial mark-up by the Company.

REMEDIAL TOOLS RENTED WITH THE COMPANY PERSONNEL

1.1       Tool Rentals:

When Remedial tools are rented with Company Personnel, Tools used will be charged at the rental prices listed in the applicable Price List or Quotation, plus the applicable charges for the Company Personnel. The Customer’s liability begins when Tools leave the Company service centre and continues until they return thereto. Unless specifically stated otherwise in the applicable Price List or Quotation all rental charges are on a calendar Day basis (which for the avoidance of doubt shall be a 24 hour period ending at midnight) and any part thereof shall be charged as a whole Day

1.2       Tools not used:
All Tools and Equipment not used will be charged to the Customer according to Standby Rental Prices.
Unless specifically stated otherwise in the applicable Price List or Quotation all Standby Rental Prices are charged on a calendar Day basis (which for the avoidance of doubt shall be a 24 hour period ending at midnight) and any part thereof shall be charged as a whole Day

1.3       Redress kits are supplied free of charge but classed as ‘sold’ if opened, used, damaged or not returned, and will be charged to the Customer at the prices listed in the applicable Price List or Quotation.

1.4       Where applicable all Tools and Equipment are supplied with thread protectors, and if Tools or Equipment are returned without same, these will be charged to the Customer at the rates listed in the applicable Price List or Quotation.

REMEDIAL TOOLS RENTED WITHOUT COMPANY PERSONNEL

2.1       When Remedial tools are rented without Company Personnel, Tools will be charged at current rental prices listed in the applicable Price List or Quotation.

2.2       The Customer’s liability begins when Tools leave the Company service centre until their return thereto. Unless specifically stated otherwise in the applicable Price List or Quotation all rental charges are on a calendar Day basis or any part thereof.

2.3       The Customer shall be charged a full calendar Day rental for any portion of a calendar Day (which for the avoidance of doubt shall be a 24 hour period ending at midnight). Where the Customer requests a transfer of Tools and Equipment from one Work Site to another the Company will charge a minimum rental period at operational and/or Standby Rental Rates.

2.4       The Customer has the responsibility and duty to supply the Company with all the necessary information regarding operating and standby Days that the Tools and Equipment incur during the period of rental. Most but not all fishing tools are available for rent without Company Personnel

2.5       If Equipment is returned from the Customer without a detailed tool utilization/usage report, and upon inspection are found to have been utilized / run, a 5 (five) operational Day charge at the charges listed in the applicable Price List or Quotation will be charged as a minimum.

2.6       Redress kits are supplied free of charge but classed as ‘sold’ if opened, used, damaged or not returned, and will be charged to the Customer at the rates listed in the applicable Price List or Quotation.

2.7       Where applicable, all Tools or Equipment are supplied with thread protectors, and if Tools or Equipment are returned without same, these will be charged to the Customer at the rates listed in the applicable Price List or Quotation.

COMPANY PERSONNEL RATES

3.1       Company Personnel rates are listed in the applicable Price List or Quotation

TRANSPORTATION

4.1       All costs of transporting Company Personnel, Tools and Equipment to and from Work Site will be provided free of charge by the Customer, or otherwise charged to the Customer at rates listed in the applicable Price List, or Quotation to the Customer by the Company.

4.2       Charges made by third parties will be charged to the Customer plus a commercial mark-up

STANDBY RENTALS

5.1       Except as otherwise stated in the applicable Price List or Quotation, Standby Rates shall apply when Tools or Equipment are not made up in the drill string or are in transit to or from a Customer Work Site or are specifically held for Customer use at the Company service centre.

5.2       When Tools or Equipment on standby are actually used, all Days actually used will incur the rates stated in the applicable Price List or Quotation.

5.3       Tools or Equipment sourced from third parties are subject to the conditions, warranties (if any) and prices established by such third party, whether used or unused, plus a commercial mark-up by the Company.

SPECIAL TOOLS

6.1       Special Tools ordered and built for a Customer will be charged at agreed prices.

RADIOACTIVE MATERIAL RELEASE

7.1       Where the Customer has requested the Company to perform certain services which may involve wells where there may have been a radioactive release or tools lodged containing a radioactive source:

7.2       The Customer shall defend, indemnify, release and hold the Company harmless from and against all and any Claims arising directly or indirectly out of or as a consequence of the Company’s performance of the services for

  • the death, injury, or illness of any persons, and
  • the loss or destruction of, or damage to, any equipment or property, that may result from the release of radioactive material, whether or not caused or contributed to by any negligence of the Company, in whole or part, while performing services on the well.

7.3       The Customer warrants that the owner of the radioactive isotope and a representative authorised and licensed by the appropriate governmental authority to handle radioactive isotopes shall:

  • operate a monitoring device on the rig floor to detect the presence of any radioactivity in the well fluid or mud prior to the radioactive isotope reaching the surface,
  • take possession of and handle the radioactive isotope once it reaches the surface, remove the radioactive isotope from the Company’s Equipment or Tool and
  • monitor and test the Company’s Equipment, Tool, or Personnel and the Work Site for the presence of any radioactive contamination.

7.4       In the event any of the Company’s Equipment or Tool is unusable due to contamination the Customer shall replace the Equipment or Tool with new Equipment of the same or better standard and be responsible for the disposal of the contaminated Equipment or Tool. The Customer shall be liable for rental charges until the Equipment or Tool is replaced or returned to the Company in usable condition.

7.5       Equipment or Tool returned from rental displaying any evidence of H2S or CO2 contamination, e.g. material discolouration, internal or external pitting, sulphide embrittlement, Sulphide Stress Cracking, corrosion etc. will be considered Damaged Beyond Repair.