A. General Terms and Conditions
1 These General Terms and Conditions for the Performance of Services, Rental of Equipment and Sale of Goods together with the applicable Particular Terms and Conditions and any special terms and conditions referenced in the quotation shall apply to all Services (as hereinafter defined) performed or Rental Equipment (as hereinafter defined) provided or Goods (as hereinafter defined) sold by Intervention Rentals U.K. Ltd (herein after defined as Intervention Rentals) or the affiliated company specified in the quotation and accepted by the person firm or company identified in Intervention Rentals quotation to the Client Company (hereinafter defined as the Company).
2 These Terms and Conditions shall continue for the period necessary to ensure completion of the Services to be performed by Intervention Rentals, or for the period of rental specified by the Company, or until delivery of the Goods sold by Intervention Rentals to the Company.
3 The Company shall, in consideration of the performance of the Services, or provision of Rental Equipment or sale of Goods by Intervention Rentals in accordance with the quotation, pay to Intervention Rentals the prices set out therein within 30 days of the date of receipt of Intervention Rentals’ invoice. For contracts whose duration passes the month end, Intervention Rentals shall invoice at the month end of each month until the contract has been completed.
4 In the event of late payment the Company shall pay interest on overdue amounts at the Bank of England Base rate plus eight per cent from the date on which payment became due.
5 Notwithstanding the foregoing, Intervention Rentals reserves the right to require the Company to provide an irrevocable Letter of Credit with an international bank in terms acceptable to the company or an advance payment deposited into an Intervention Rentals nominated account for the estimated final value of the Services
6 Each party shall be responsible for and shall release, defend, indemnify and hold harmless the other party including, as may be applicable, the other party’s client, contractors, subcontractors, vendors, sub-vendors and the officers, directors, employees, servants and agents of any of the foregoing (hereinafter referred to as “Group”) from and against any and all claims, liabilities, costs (including legal costs), damages and expenses of every kind and nature howsoever arising in respect of (i) personal injury to or sickness, illness, disease or death of any employee of the indemnifying party and its respective Group; and, (ii) loss of or damage to any property procured, owned, hired or leased by the indemnifying party and its respective Group; and (iii) indirect or consequential losses including but not limited to business interruption, loss of facility, loss of production, loss of product, loss of use, loss of revenue, loss of profit or anticipated profit, as a result of or arising out of or relating to or in connection with the performance of Services, Equipment Rental, or sale of Goods hereunder, irrespective of cause and irrespective of the sole or contributory negligence or breach of duty (contractual, statutory or otherwise) or any liability in tort, contract, statute or otherwise at law, of the indemnified party or its respective Group.
7 The Company shall release, defend, indemnify and hold harmless Intervention Rentals from and against any and all claims, liabilities, costs (including legal costs), damages and expenses of every kind and nature howsoever arising in respect of (i) loss of or damage to the Company’s, or the Company’s client’s, well (including casing and associated materials and services), any subsurface reservoir, geological formation or strata and for loss of any oil or gas or other minerals or liquids there from; and, (ii) blow-out, cratering, fire, explosion and/or killing or control of any well which shall have become out of control for any reason, including but not limited to debris removal; and,
(iii) pollution or seepage emanating from the reservoir or from the property of the Company Group and its removal and clean up as a result of or arising out of or relating to or in connection with the performance of Services, Equipment Rental or sale of Goods hereunder, irrespective of cause and irrespective of the sole or contributory negligence or breach of duty (contractual, statutory or otherwise) or any liability in tort, contract, statute or otherwise at law of Intervention Rentals.
8 Each party shall be responsible for and shall release, defend, indemnify and hold harmless the other party and its Group from and against all claims, proceedings, damages, expenses, liabilities and losses, including (without limitation) costs and legal fees arising out of or in connection with (a) personal injuries to, including death of, and (b) loss or damage suffered by any third party, not being a member of either the Company Group or Intervention Rentals, including damage to property arising out of or in connection with the performance of Services, Equipment Rental or sale of Goods hereunder, to the extent that such injury or death, loss or damage was attributable to the negligence of a Party or to its Group.
9 Except as otherwise provided herein or in the quotation, Intervention Rentals’ warranty against manufacturing defects in the permanently installed products or Goods that become the property of the Company is for a period of 12 months calculated from the date of installation by Intervention Rentals of such products or 12 months from the date of delivery of the Goods to the Company. The warranty given by Intervention Rentals herein does not apply to (i) used products or products that have been repaired or worked over; (ii) products that have been modified or subjected to improper handling, storage, installation, operation or maintenance by the Company, including use of unauthorized replacement parts; (iii) component parts not manufactured by Intervention Rentals, whether procured by the Company or supplied by Intervention Rentals, such parts being subject to any applicable manufacturer’s warranty; (iv) parts requiring replacement because of natural wear and tear; or (v) the design on those jobs where Intervention Rentals prepared drawings or lists from designs furnished by others. Intervention Rentals’ liability for breach of this warranty is expressly limited to the repair or replacement, at its sole option, of any equipment or parts of equipment that prove to be defective during the warranty period. This limited express warranty, and the stated remedies for breach thereof, 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. Except as otherwise specifically agreed in writing by Intervention Rentals this warranty is not transferable to any person, firm or company to whom the Company may subsequently sell the permanently installed products. Except as provided above, Intervention Rentals’ warranty in respect of the provision of Services (including the installation of permanently installed products) is limited to a period of thirty days calculated from the date of completion of the Services.
10 Except as provided herein, neither party shall be entitled to assign or sub-contract any part of any order issued hereunder without the prior written approval of the other party. Intervention Rentals may sub-contract the procurement and fabrication of component parts of the permanently installed products or the Goods from recognised sources of supply.
11 Except as otherwise provided herein, each party shall, in respect of any taxes of any nature whatsoever incurred, due or owing by such party in the country of operations, indemnify and hold harmless the other party from and against any claims, penalties, expenses, liabilities, costs (including legal costs) arising out of or in connection with the performance of the Services, the provision of Rental Equipment or sale of Goods hereunder.
12 Intervention Rentals hereby indemnifies the Company from and against any and all liability for infringement of the intellectual property rights of any third party associated with the provision of permanently installed products to the Company except to the extent that such products have been modified at the Company’s request or manufactured to the Company’s specification. Nothing herein contained shall entitle the Company, or any end user, to assert any claim of any nature whatsoever in respect of the patent rights, copy right, trademarks, intellectual or other property rights in respect of the permanently installed products, Rental Equipment or Goods designed or provided by Intervention Rentals.
13 These Terms and conditions for the performance of Services, provision of Rental Equipment or sale of Goods shall take precedence over and shall exclude any terms and conditions provided by the Company, or implied by trade, custom or practice in the country of operations.
14 In the event any act required under these Terms and Conditions is inconsistent with, penalised by or prohibited under the Laws of Scotland or any country having jurisdiction over the performance of the Services, the provision of Rental Equipment or sale of Goods and/or either of the parties hereto, the party obligated hereunder to perform such act shall be excused from such performance and these Terms and Conditions construed as if such obligation had not been set forth herein.
15 Any provision of these Terms and Conditions that is now or hereafter prohibited, illegal or unenforceable in any applicable jurisdiction shall be ineffective to the extent of such prohibition, illegality or unenforceability without invalidating the remaining provisions hereof.
16 These Terms and Conditions, together with any quotation and acceptance thereof shall be governed, construed and interpreted, and shall take effect in accordance with Scottish Law. Any unresolved dispute shall be submitted to the exclusive jurisdiction of the Scottish Courts.
B. Particular Terms and Conditions for the Provision of Services
1 “Services” shall mean the materials, equipment, or permanently installed products and personnel to be provided by Intervention Rentals as specified in our Company quotation.
2 The date of and designated point for delivery of the materials, equipment or permanently installed products shall be as specified in Intervention Rentals’ quotation or, if not specified in the quotation, shall be at Intervention Rentals’ Base in the country of operations. All materials, equipment and permanently installed products supplied by Intervention Rentals shall be delivered carriage paid to the delivery point. Import duties and other taxes in the country of delivery or operations shall be borne by the Company.
3 The Company shall provide and shall be responsible for the collection and delivery of the materials, equipment, or permanently installed products to and from Intervention Rentals’ operational base, unless otherwise specified in the quotation. At the request of the Company, Intervention Rentals will, subject to reimbursement of costs incurred, organize delivery to and/or collection of the materials, equipment and permanently installed products to/from the Company’s designated base.
4 Permanently installed products shall be adequately packed, palletised and protected to withstand transit and short-term storage in the manner specified in the quotation. Packages shall be clearly and conspicuously marked with Intervention Rentals’ quotation number and a packing note shall be enclosed in the package. Where permanently installed products are delivered Ex-Works packaging and transport shall be for the account of and/or organised by the Company.
5 Title to the permanently installed products shall remain with Intervention Rentals and shall only pass to the Company following payment of the purchase price. Risk in the permanently installed products shall pass to the Company on delivery of such products at the delivery point specified in Intervention Rentals’ quotation.
6 All materials and equipment provided by Intervention Rentals other than permanently installed products, at all times, remain the property of Intervention Rentals. Intervention Rentals shall ensure that all equipment is fully certified and will meet all relevant governmental standards and will not have any known damage or defect. The Company shall indemnify and hold Intervention Rentals harmless from and shall keep Intervention Rentals’ materials and equipment free and clear of all liens, claims, assessments, fines and levies incurred, created, caused or committed by the Company Group.
7 Materials and equipment belonging to Intervention Rentals and used in the performance of the Services shall be adequately packed in baskets or containers or shall be palletised and protected to withstand transit and short-term storage in the manner specified in the quotation. Intervention Rentals shall ensure that applicable certification accompanies all baskets, containers or slings.
8 The costs of post rental inspection, repair and/or redress of equipment shall be borne by the Company unless otherwise specified in the quotation. The extent and costs of post rental repair and/or redress shall be subject to approval of the Company, which approval shall not be unreasonably withheld.
9 In the event that Intervention Rentals’ equipment is lost or damaged beyond repair whilst in hole and/or in the care, custody or control of the Company then the Company shall reimburse the replacement costs new of such equipment. Where a “lost-in-hole” charge is specified in the quotation such charge shall be paid in full. The Company shall insure, or shall self-insure, Intervention Rentals’ equipment whilst in the care, custody or control of the Company Group.
10 Intervention Rentals shall provide all personnel and supervision necessary to perform the Services detailed in our Company’s quotation. Intervention Rentals personnel shall be appropriately skilled and qualified for the work that such personnel will perform and will have been medically examined and pronounced fit for working offshore/onshore and shall have required offshore survival and firefighting certificates.
11 Payment for rental of equipment utilised by Intervention Rentals in the performance of the Services shall be calculated from the time and date that such equipment leaves Intervention Rentals’ Base in the country of operations or such other location until return thereto. Payment for personnel shall be calculated from the time and date that such personnel depart their normal work location whether in the country of operations or elsewhere until return of such personnel to their point of departure. Rates for rental of equipment are based on a 24-hour day. Rates for personnel assume a 12-hour working shift at the rig location.
12 The Company shall, if applicable, be responsible for obtaining all necessary customs clearances and any other permits required in respect of the importation/exportation of the permanently installed products and/or Intervention Rentals’ equipment into and from the country of operations.
C. Particular Terms and Conditions for Rental of Equipment
1 “Rental Equipment” shall mean all equipment to be hired by the Company from Intervention Rentals as specified in our Company’s quotation.
2 The hire of Rental Equipment shall, except as hereinafter provided, continue for the period from delivery to the Company until return of the Rental Equipment to Intervention Rentals’ operational base from which the Rental Equipment was originally delivered, unless an alternative location for delivery and return of Rental Equipment is specified in the quotation.
3 The Company shall provide and shall be responsible for the collection and delivery of the Rental Equipment to and from Intervention Rentals’ operational base, unless otherwise specified in the quotation. At the request of the Company Intervention Rentals will, subject to reimbursement of costs incurred, organize delivery and/or collection of the Rental Equipment to/from the Company’s designated base.
4 All Rental Equipment provided by Intervention Rentals will, at all times, remain the property of Intervention Rentals. Intervention Rentals shall ensure that all Rental Equipment is fully certified and will meet all relevant governmental and generally accepted oilfield standards and will not suffer any known damage or defect. The Company shall indemnify and hold Intervention Rentals harmless from and shall keep Intervention Rentals’ Rental Equipment free and clear of all liens, claims, assessments, fines and levies incurred, created, caused or committed by the Company Group.
5 Rental Equipment shall be adequately packed in baskets or containers or shall be palletised and protected to withstand transit and short-term storage in the manner specified in the quotation. Intervention Rentals shall ensure that applicable certification accompanies all baskets, containers or slings.
6 The Company shall ensure that the Rental Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in accordance with instructions provided by Intervention Rentals or in accordance with normal industry practice and shall carry out routine maintenance on such Rental Equipment during the period of hire in accordance with instructions given by Intervention Rentals in order to keep it in as good an operating condition as it was on the date of collection of the Rental Equipment (fair wear and tear only excepted). The Company shall maintain operating and maintenance records of the Rental Equipment and make copies of such records readily available to Intervention Rentals, together with such additional information as Intervention Rentals may reasonably require.
7 In the event of breakdown of the Rental Equipment, the Company shall return the Rental Equipment to Intervention Rentals who shall, at the Company’s request, endeavour to provide substitute Rental Equipment. The rental charges shall be suspended from the time and date of failure of the Rental Equipment until such time as the Rental Equipment is repaired or replaced. All costs of repair of Rental Equipment, unless due to the default or acts or omissions of Intervention Rentals, shall be borne by the Company.
8 The Company shall make no alteration to the Rental Equipment and shall not remove any existing component(s) from the Rental Equipment without the prior written consent of Intervention Rentals unless the component(s) is/are replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved/advanced version of it. Title and property in all substitutions, replacements, renewals made in or to the Rental Equipment shall vest in Intervention Rentals immediately upon installation.
9 The Company shall keep Intervention Rentals fully informed of all material matters relating to the Rental Equipment.
10 The Company shall at all times keep the Rental Equipment in its possession or control and keep Intervention Rentals informed of its location. The Company shall ensure that at all times the Rental Equipment remains identifiable as being Intervention Rentals’ property and wherever possible shall ensure that a visible sign to that effect is attached to the Rental Equipment. The Company shall permit Intervention Rentals or its duly authorised representative to inspect the Rental Equipment at all reasonable times and for such purpose to enter any premises at which the Rental Equipment may be located and shall grant reasonable access and facilities for such inspection.
11 The Company shall not, without the prior written consent of Intervention Rentals, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet, lend or otherwise transfer right, title or interest to the Rental Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it or attach the Rental Equipment to any land or building so as to cause the Rental Equipment to become a permanent or immoveable fixture on such land or building.
12 The Company shall not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of Intervention Rentals in the Rental Equipment and shall not suffer or permit the Rental Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Rental Equipment is so confiscated, seized or taken, the Company shall notify Intervention Rentals and the Company shall at its sole expense use its best endeavours to procure an immediate release of the Rental Equipment and shall indemnify Intervention Rentals on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation.
13 In the event that Intervention Rentals’ equipment which is not returned or is lost or damaged beyond repair whilst in the care, custody or control of the Company Group then the Company shall reimburse the replacement costs plus 10% of such new equipment. The Company shall insure, or shall self-insure, Intervention Rentals’ equipment whilst in the care, custody or control of the Company Group. All insurance policies procured by the Company shall be endorsed to provide Intervention Rentals with at least 20 days’ prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall upon Intervention Rentals’ request name Intervention Rentals (or such other party as Intervention Rentals may require) on the policies as a loss payee in relation to any claim relating to Intervention Rentals’ equipment. The Company shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to Intervention Rentals and proof of premium payment to Intervention Rentals to confirm the insurance arrangements. The Company shall not do or permit to be done anything which could invalidate any insurance policy in respect of the Rental Equipment.
14 The Company may, without any liability for payment of early termination charges to Intervention Rentals, terminate the hire of any item of Rental Equipment for any reason by giving written notice of termination to Intervention Rentals. Such termination shall be effective at the time and date the Rental Equipment is returned to Intervention Rentals’ Base.
15 Except as otherwise provided herein or in the quotation, Intervention Rentals makes no warranty or representation, express or implied, as to the design or operation of Rental Equipment delivered to the Company hereunder. Intervention Rentals makes no warranty of merchantability or fitness of the Rental Equipment for any particular purpose or any other representation or warranty whatsoever.
16 Where equipment is subject to a Head Finance Agreement the hiring of that equipment may be terminated by Intervention Rentals giving 30 days written notice to the Company if the owner of the equipment becomes entitled to require possession of that equipment under the terms of the Head Finance Agreement
D. Particular Terms and Conditions for the Sale of Goods
1 “Goods” shall mean the materials, equipment, or products to be sold to the Company by Intervention Rentals as specified in Intervention Rentals’ quotation.
2 These General Conditions of Sale of Goods shall continue for the period necessary to ensure delivery to and acceptance of the Goods by the Company.
3 Goods shall, unless specified in Intervention Rentals’ quotation, be delivered to the Company on an Ex-Works basis at the Intervention Rentals location specified in the quotation, in accordance with Incoterms 2000 published by the International Chamber of Commerce, Paris. In the event that Goods are to be delivered on a basis other than Ex-Works all costs, risks and obligations shall be borne by Intervention Rentals and the Company as set out in the applicable category of Incoterms 2000 specified in the quotation.
4 The date of delivery of the Goods shall be as specified in Intervention Rentals’ quotation or, if not specified in the quotation, shall be subject to agreement between the Company and Intervention Rentals. In the event that the Company fails to collect the Goods on the date specified, Intervention Rentals shall be entitled to charge the Company for the storage of such Goods notwithstanding that risk of loss or damage to the Goods shall have transferred to the Company.
5 Goods shall be adequately packed, palletised and protected to withstand transit and short-term storage in the manner specified in the quotation. Packages shall be clearly and conspicuously marked with Intervention Rentals’ quotation number and a packing note shall be enclosed in the package.
6 Title to the Goods shall transfer to the Company at the time and date of delivery.
7 Intervention Rentals may, without any liability to the Company, terminate the provision of the Goods for any reason by giving written notice of termination to the Company.
8 The Company shall, in respect of any taxes of any nature whatsoever incurred, due or owing by the Company or Intervention Rentals in the country of delivery of the Goods, indemnify and hold harmless Intervention Rentals against any claims, penalties, expenses, liabilities, costs (including legal costs) made or assessed against, or incurred by, Intervention Rentals arising out of or in connection with the sale and purchase of the Goods.