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Norway - HES Norway AS

Sales, Services & Rentals T & Cs

STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS RENTAL OF EQUIPMENT AND PROCUREMENT OF SERVICES

These standard terms and conditions apply to every contract for the sale of goods and/or supply of services and/or hire of equipment by HUNTING ENERGY SERVICES (AS) to the exclusion of any other terms and conditions unless specifically agreed otherwise in writing by HUNTING ENERGY SERVICES (AS) ("Company").

1. Interpretation

  • 1.1 In these Conditions:
    • "Affiliate" means any subsidiary or parent or holding company or associated branch, whether for tax purposes registered or not of any company and/or such aforementioned associated branch or any other subsidiary of such entity. For the purpose of this definition, "subsidiary" and "holding company" shall have the meanings assigned to them under Section 1-3 of the Norwegian limited liability companies act (the "Companies Act") as applicable and amended or replaced from time to time, and a company or branch shall be treated, as a parent or holding company of another company even if its shares in that other company are registered in the name of: (a) another person (or its nominee), whether by way of security or in connection with the taking of security; or (b) its nominee;
    • "Applicable Anti-Bribery Laws" means any laws, regulations and other legally binding measures relating to bribery, corruption or similar activities of (i) the United Kingdom, including without limitation the Bribery Act 2010; (ii) the United States of America including, to the extent applicable, the Foreign Corrupt Practices Act 1977; (iii) Norway; and (iv) any country or countries in which any of the obligations of the Contract are to be or are performed;
    • "Claims" means any claim of every kind and nature, demand, cause of action, proceedings, judgement, award, loss, costs (including reasonable legal fees and sums paid by way of settlement or compromise), expense, liability, penalty, fine, and damages;
    • "Client" means any company to which the Customer has undertaken to provide services and in conjunction with which the Goods and/or Equipment and/or Services are being provided (if any);
    • "Client Group" means the Client, its Co-Venturers (if any), its other contractors of any tier, its and their respective Affiliates and its and their respective directors, officers and employees (including agency personnel), but shall not include any member of the Company Group or the Customer Group;
    • "Company" means Hunting Energy Services (Norway) AS, registered under the laws of Norway with registered number 813642522;
    • "Company Group" means the Company and its Norwegian foreign registered business enterprises (NUF), its sub-contractors of any tier, its and their respective Affiliates and its and their respective directors, officers and employees (including agency personnel), but shall not include any member of the Customer Group or the Client Group;
    • "Conditions" means these standard terms and conditions;
    • "Consequential Loss" means:
      • (i) any consequential or indirect loss under Norwegian law; and
      • (ii) loss and/or deferral of production, loss of product, loss of use (including loss of use or the cost of use of and increased expenditure related to property, equipment, materials and services including those provided by the Company Group or Customer Group, as applicable, or third parties), loss of revenue (which for the avoidance of doubt shall not include any payment due under the Contract or damages to the Company for the loss of the Contract, any profit, revenue expectation or opportunity thereunder), loss of bargain, loss of profit or anticipated profit (if any), in each case whether direct or indirect to the extent that these are not included in (i) and whether or not foreseeable at the start of the Contract;
  • "Contract" means an agreement, comprising the Quotation, Order, acceptance of the Order and these Conditions, between the Company and the Customer for the sale of the Goods and/or supply of the Services and/or hire of the Equipment as applicable;
  • "Contract Price" means the price calculated in accordance with Clause 4 of the Conditions;
  • "Co-Venturer" means any other entity with whom the Customer or the Client, as the case may be, is or may be from time to time a party to a joint operating agreement or unitisation agreement or similar agreement relating to the operations for which the Work is being performed and the successors in interest of such Co-Venturer or the assignees of any interest of such Co-Venturer;
  • "Customer" means the person, company or legal entity whose Order for the sale of the Goods and/or supply of the Services and/or hire of the Equipment is accepted by the Company;
  • "Customer Group" means the Customer, its Co-Venturers (if any), its other contractors of any tier, its and their respective Affiliates and its and their respective directors, officers and employees (including agency personnel) but shall not include any member of the Company Group or the Client Group;
  • "Effective Date" shall have the meaning given to it in Clause 2.2 of the Conditions;
  • "Energetic product” means explosive articles or products which contain chemicals or by their nature are capable of explosive reaction, including but not limited to shaped charges, detonating cords, detonators, jet cutters, TCP energetic devices and wireline energetic devices;
  • "Equipment" means the equipment (if any) to be hired by the Company to the Customer under the Contract as specified on the Order;
  • "Export Controls" shall have the meaning given to it in Clause 7.4 of the Conditions;
  • "Force Majeure" shall have the meaning given to it in Clause 14 of the Conditions;
  • "Goods" means the goods (if any) to be sold by the Company under the Contract as specified on the Order;
  • "Hire Period" shall commence from delivery of the Equipment in accordance with Clause 6.1.1 and shall terminate when the Equipment is returned to and received by the Company in accordance with Clause 6.1.3 or, where the Customer has notified the Company that the Equipment has been lost, the Company confirmed in writing that the Contract is at an end in respect of such Equipment and the Customer has paid any damages due under Clause 9;
  • "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made;
  • "Intellectual Property" means any intellectual property rights, hereunder all patents, utility models, trade marks, service marks or rights in business and trade names, rights in domain names, whether or not registered or capable of registration, registered designs, design rights, copyrights, database rights, the right to apply for and all applications for the protection of any of the preceding rights, together with the rights in inventions, processes, software, rights in know‑how, trade or business secrets, confidential information or any process or any other similar or corresponding rights or assets.
  • "Order" means the order issued by the Customer to the Company;
  • "Parties" shall mean the Customer and the Company and "Party" shall be construed to mean either one of them;
  • "Quotation" means any quotation, sales literature, proposal, price list, acceptance, or other document or information provided by the Company to the Customer regarding the sale of the Goods and/or supply of the Services and/or hire of the Equipment;
  • "Services" means the services (if any) to be supplied by the Company under the Contract as specified on the Order;
  • “Tax” means any tax, levy, duty, charge or fee;
  • “Titan Goods” means Energetic Products, Titan Hardware and Titan Instruments;
  • “Titan Hardware” means products used in the application of explosives including but not limited to perforating guns, bull plugs, weight bars, junk blankets and similar products;
  • “Titan Instruments” means instruments used in the mechanical and activation processes of application and control of explosives including but not limited to electronic switches, subsurface electronic equipment, scintillation or nuclear detector devices and electronic logging tools;
  • "Variation" means a change to the Contract agreed by the Parties in Writing (not email);
  • "Work" means all work the Company is required to carry out in accordance with the provisions of the Contract, including where applicable, the sale of the Goods, supply of the Services and the hire of the Equipment; and
  • "Writing or Written" includes letter and e-mail unless expressly specified otherwise herein, all in accordance with Clause 18.3.
  • 1.2 In these Conditions, the following rules apply:
  • 1.2.1 a reference in these Conditions to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted, extended or replaced at the relevant time;
  • 1.2.2 words in the singular shall include the plural and vice versa;
  • 1.2.3 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
  • 1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
  • 1.2.5 the headings in these Conditions are for convenience only and shall not affect their interpretation.

2. Orders

  • 2.1 The Customer's Order shall constitute an offer to the Company to purchase the Goods and/or provision of the Services and/or hire of the Equipment pursuant to this Contract and shall constitute acceptance of these Conditions.
  • 2.2 Orders shall not be binding on the Company unless and until the Company accepts the Order in Writing or begins performance of the Order and the effective date of the Contract shall be the date of such acceptance or the date that performance of the Order begins, unless otherwise agreed by the Parties (the "Effective Date").
  • An Order which has been accepted by the Company may not be cancelled by the Customer except with the Written agreement of the Company and subject to the Customer paying (i) a cancellation fee of 75% (seventy five per cent) of the part of the Contract Price for the uncompleted part of the Work, and (ii) the following:
    • a) The unpaid balance due to the Company for that part of the Work already performed; and
    • b) All costs incurred by Company and its suppliers/sub-suppliers in connection with materials ordered prior to receipt of the notice of cancellation by the Customer, and compensation for work performed on such materials prior to the said notice, provided that such costs are not covered by payment under letter (a) above, and
    • c) All necessary and documented cancellation charges and administration costs incurred by the Company in connection with the cancellation; and
    • d) The Company's and its suppliers/sub-suppliers’ other documented expenses directly attributable to an orderly closeout of the Contract.
  • 2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. No conditions or stipulations in or attached to the Customer's Order or other document, which are inconsistent with the Conditions or which purport to add to or modify them in any way, shall have any effect unless expressly and specifically accepted in Writing (not email) and duly signed or otherwise executed by the Company.
  • 2.4 The Company's employees or agents are not authorised to make any representations concerning the Work unless confirmed by an authorised representative of the Company in Writing. In entering into the Contract the Company acknowledges that it does not rely on and waives any Claims for breach of any such representations which are not so confirmed.
  • 2.5 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Customer, and for giving the Company any and all necessary information relating to the Work within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
  • 2.6 The Company reserves the right to make any changes in the specifications specified in the Order to conform with any applicable laws, regulations or legally binding requirements or which, in the opinion of the Company, do not materially affect the quality or performance of the Work.
  • 2.7 Any typographical or clerical error or omission in any Quotation, invoice or other document or information issued by the Company shall be subject to correction by notice in Writing to the Customer without any liability on the part of the Company.

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