General terms & conditions of sale - Asia Pacific

Interpretation

In these Conditions:

"Affiliate"means any subsidiary or parent or holding corporation or associated branch of any corporation and/or associated branch or any other subsidiary of such parent or holding corporation. For the purpose of this definition, "subsidiary" and "holding corporation" shall have the meanings assigned to them under the Companies Act of Singapore (Chapter 50) Part 1 (5), and a corporation shall be treated, for the purposes only of the membership requirement contained in Subsections 5 (3)(b), as a member of another corporationeven if its shares in that other corporation 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) Singapore, including without limitation, the Prevention of Corruption Act (Cap. 241); (ii) the United Kingdom and the United States of America to the extent applicable; and (iii) 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 PTE LIMITED, registered under the laws of Singapore with Company number 198004554D;

“Company Group” means the Company, 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)indirect or consequential loss under the laws of Singapore; 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;

“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" means export control laws, regulations, procedures, international sanctions, embargoes and restrictions, prohibited party lists and international shipping practices applicable to the Work or Contract, including but not limited to the laws of the United Kingdom, the laws and regulations of the European Union/the European Economic Area, as applicable, and the laws enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”, including the OFAC Specially Designated Nationals List (“SDN List”)), the U.S. Department of State, the United Nations Security Council, the European Union, or any other applicable authority or regulatory body and as such may be amended from time to time;

"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 has 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, trademarks, 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;

“OCTG” means Oil Country Tubular Goods including but not limited to casing, tubing and threaded accessories;

“Parties” shall mean the Customer and the Company collectively and “Party” shall be construed to mean either one of them;

“Quotation” means anyquotation,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 sales tax, use tax, goods and services tax, value added tax or other similar taxes, withholding taxes, excise, duties, tariffs, charges, or fees or similar/equivalent (or any related fines, penalties, or interest) payable to any authority and includes, without limitation, any other form of taxation that may be applicable to the Contract now or hereinafter enacted.

"Variation" means a change to the Contract agreed by the Parties in Writing (not email) and executed by the authorised representatives of both Parties in accordance with Clause 3;

"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 e-mail unless expressly specified otherwise herein.

In these Conditions, the following rules apply:

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;

words in the singular shall include the plural and vice versa;

a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

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

the headings in these Conditions are for convenience only and shall not affect their interpretation.

‘days’ shall mean calendar days unless stated otherwise.

2Quotations and Orders

2.1Quotations are valid for thirty (30) days and shall supersede any previous Quotations (whether Written or oral) in relation to the same request for Quotation. 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 the Contract and shall constitute acceptance of these Conditions.Goods and Equipment are subject to sufficient stock levels and material availability on receipt of a valid Order from the Customer.Delivery dates are valid for seven (7) days and delivery date is subject to confirmation on receipt of a valid Order from the Customer.

2.2Orders 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 condition that the Customer shall be liable to indemnify and reimburse the Company on demand and in full against all losses, costs, damages, charges and expenses incurred by the Company as a result of the cancellation plus indemnify, defend and hold harmless the Company for any Claims against the Company arising from such cancellation.

2.3These 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 and duly signed or otherwise executed by the Company.

2.4The Company’s employees or agents are not authorised to make any representations or statements concerning the Work which are not stated in these Conditions and unless confirmed by an authorised representative of the Company in Writing, such representations and/or statements shall not be binding on the Company. In entering into the Contract the Customer acknowledges that it does not rely on and waives any Claims for breach of any such representations which are not confirmed in such a way.

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 and accurate information relating to the Work within a sufficient time to enable the Company to perform the Contract in accordance with its terms.

2.6 Notwithstanding the terms of Clause 3, theCompany 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.

2.7Any 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.

3 Variation

3.1 Except as provided in the Contract, the Contract shall not be added to, amended or varied except by way of a Variation.Each Party has the right to propose changes to the Contract by notice in Writing to the other Party. The Parties shall discuss the impact of such changes on the Contract, including any changes to the Contract Price and estimated delivery date, and once the Parties have mutually agreed the changes to the Contract and their impact, the Parties shall sign a Variation to that effect.For the avoidance of doubt(i) the Company is under no obligation to proceed with any changes to the Work until such time as the changes have been authorised and agreed by way of a Variation, and (ii) although a Variation must be set forth in a Writing other than email to be effective, such executed Variation may be sent as an attachment via email pursuant to Clause 18.3.

4 Contract Price

4.1 In consideration of the performance of the Work, the Customer will pay the Company the prices contained in the Quotation or otherwise notified by the Company to the Customer ("Contract Price"). Unless otherwise agreed, the Contract Price does not include packing and/or preparation for shipment, freight, loading, unloading, carriage, insurance, forwarding fees, pallets, containers, strings of any kind or similar fees or charges applicable to the Work which will be charged and payable by the Customer in addition to the Contract Price.

4.2 Company reserves the right to increase or decrease the Contract Price due to:

4.2.1 any factors occurring which are beyond the reasonable control of the Company (including, without limitation, change in laws or the interpretation of laws), rules of, any stock exchange upon which the Company is listed, rules imposed by any relevant government authority, licensor or regulator); or

4.2.2 any change in delivery dates, quantities or specifications for the Work which is requested by the Customer or failure of the Customer to give the Company adequate or timely information or instructions;

4.2.3any rate increase imposed by a licensor relating to OCTG Goods; and

4.2.4 any other changes to the Order due to Company's acceptance of a Variation;

which, in any case, occurs between the Effective Date and the delivery of the Work.

4.3.All amounts, monetary or otherwise, expressed to be payable under the Contract by the Customer to the Company which (in whole or in part) constitute the consideration for any supply for Tax purposes are deemed to be exclusive of any Tax which is chargeable on that supply unless proof of export is sent to the Company within thirty (30) days of delivery in accordance with Clause 6.1.1. If Tax is or becomes chargeable (including deemed to be chargeable) on any Work by the Company to any party under the Contract and the Company is required to account to the relevant Tax authority for the Tax on that supply, then unless the other party provides the Company with a proper tax exemption certificate,that party must pay to the Company (in addition to and at the same time as paying any other consideration for such supply or at the point the Tax becomes due to be paid by the Company if earlier) an amount equal to the amount of that Tax (and the Company must promptly provide an appropriate Tax invoice to that party where so required to by law).

Where the Contract requires the Customer to reimburse or indemnify the Company for any Claim, cost or expense, the Customer shall reimburse or indemnify (as the case may be) the Company for the full amount of such Claim, cost or expense, including such part thereof as represents any Tax, save to the extent that Company reasonably determines that it is entitled to credit or repayment in respect of such Tax from the relevant tax authority.

4.4 The cost of pallets, containers and slings are excluded from the Contract Price and where applicable will be charged to the Customer in addition to the Contract Price. For OCTG Goods and Services, the Contract Price includes: Protectors; beading; Company quality assurance certificate of conformity; material test certificates and tally (if applicable) but does not include:pressure testing; washing; load testing; shotblasting or coating.

4.5 For the avoidance of doubt, all costs of offshore and non-routine transportation and accommodation required by Company’s personnel and all other reasonable expenses incurred during performance of the Services shall be charged to the Customer at such Company rates as applicable from time to time.

4.6In the event that Customer's free issue material is received by the Company with non-blanked dimensions, the Company reserves the right to re-quote including or to invoice the Customer for machining services which charge covers the costs incurred in carrying out blanking services in preparation for threading services.Notwithstanding any other provision in the Order, the Company shall be excluded from liability for any related delays in completion of Services and delivery of Goods in the event of blanking services being carried out hereunder.In the absence of any instruction otherwise, any surplus free issue material shall be disposed of by the Company.In the event that the Customer issues specific instructions regarding the surplus free issue material, any costs or expenses incurred by the Company relating thereto shall be borne by the Customer.

5 Payment Terms

5.1 Unless otherwise agreed by the Company in Writing, the Company shall be entitled to invoice the Customer for the Contract Price:

5.1.1 on or at any time after the Company notifies the Customer that the Goods are ready for delivery in accordance with clause 6;

5.1.2 on completion of the Services; and/or;

5.1.3 on any of a daily, weekly, monthly or yearly basis for the hire of the Equipment as notified by the Company to the Customer.

5.2 Terms of payment are as per the Contract or, if not agreed in the Contract documents, net thirty (30) days from invoice date. If the Goods are delivered in instalments, Customer shall pay for each instalment in accordance with the terms of payment hereof.Payment shall be made for the Goods without regard to whether the Customer has made or may make any inspection of the Goods.If shipments are delayed by the Customer or a Customer Group member, payments are due from the date when the Company is prepared to make delivery.Goods or Equipment held for the Customer, shall be held at Customer’s sole risk and expense. Goods or Equipment held for more than thirty (30) days may incur reasonable storage and insurance charges.

5.3 If the Customer disputes any items on any invoice in whole or in part the Customer shall notify the Company of such dispute within fifteen (15) days of the date of such invoice and must give reasons for and details of such disputed item(s) and request the Company to issue a credit note for the disputed part or the whole of the invoice as applicable.Upon receipt of such credit note the Customer shall be obliged to pay the undisputed part of a disputed invoice within fifteen (15) days of the date of such credit note. On settlement of any dispute the Company shall submit an invoice for sums due and the Customer shall make the appropriate payment in accordance with the provisions of this Clause 5.

5.4 All amounts due shall be paid directly to the Company as directed by the Company on its invoice or otherwise as specified in Writing by the Company.The Company reserves the right, prior to making any shipment, to require from the Customer satisfactory security for performance of Customer’s obligations.

5.5Time for payment shall be the essence of the Contract. Without limiting any other right or remedy of the Company, if the Customer’s account is overdue for payment, the Company may exercise its rights under Clause 5.8 to terminate or suspend (at the Company’s option) the undelivered part of any Order and/or to charge interest at five (5) % on the amount overdue until payment in full is made, whether before or after judgement.

5.6 The Customer shall not be entitled under any circumstances whatsoever to set-off or counter-claim against or deduct, discount or withhold any sums due by the Company to the Customer from any sum from time to time due by it to the Company. Any sums due by the Customer shall be paid by the Customer to the Company without deduction, compensation, set-off or similar whatsoever.

5.7 The Customer shall make all payments under the Contract without withholding or deduction of, or in respect of, any Tax unless required by law. If any such withholding or deduction is required, the Customer shall, when making the payment to which the withholding or deduction relates, pay the Company such additional amount as to ensure that after any withholding or deduction, the Company receives and retains a net sum equal to the amount of the invoice.

5.8 Notwithstanding any agreement to the contrary, in the event:

5.8.1 that the Customer is in breach of its obligations to pay the Contract Price under this Clause 5; or

5.8.2 of Customer’s bankruptcy or insolvency, or if it or its business is placed in the hands of an administrator, a receiver, liquidator, assignee, or trustee, whether by voluntary act of the Customer or otherwise, or if the Customer undergoes any proceeding analogous to the foregoing: or

5.8.3 that at any time following entry into the Contract, the Customers’ financial position and/or creditworthiness is deemed by the Company, in its reasonable opinion, to have become impaired or be unsatisfactory;

the Company shall have the option to:

(a) demand that payment for any amounts due (whether yet payable or not) under the Contract are immediately due and shall be paid by the Customer, in which event such amounts shall become immediately due and payable by the Customer; and/or

(b) suspend the Work (including delivery of the Goods and/or Equipment and/or supply of the Services) until such time as any amounts due have been paid in full or the Customer has complied with their obligations under this Clause 5; and/or

(c) demand that the Customer procure security or any form of credit support [from the company which is the only or ultimate holding company in the Customer’s group of companies or a reputable bank, in a form and from a provider that is reasonably satisfactory to the Company], in respect of the Customer’s obligations, in which event the Customer shall within fourteen (14) days provide such security; and/or

(d) demand up-front payment under any other Contracts or Orders with the Customer in respect of which these Conditions apply, in which event the Customer shall make such up-front payment; and/or

(e) terminate the Contract with immediate effect by Written notice to the Customer.

6Delivery, Risk, Insurance and Quality Assurance/Control Certification

6.1 Unless otherwise agreed by the Company in Writing:

6.1.1 delivery of the Goods/Equipment will be EXW the Company’s premises named in the Quotation in accordance with Incoterms;

6.1.2 where the Company agrees to deliver the Goods and/or the Equipment other than at the Company's premises, all insurance, packaging and transportation charges, import duties and all other charges, duties or costs payable in connection with the Goods and/or the Equipment shall be payable by the Customer and the Customer shall bear all risk of loss or damage during transportation; and

6.1.3 the Customer shall return the Equipment at the end of the Hire Period to the Company’s premises (or other location as notified to the Customer in Writing) at the Customer’s cost and expense. The Customer shall bear all risk of loss or damage during such transportation.

6.2 Any dates quoted for delivery of the Goods and/or the Equipment and/or completion of the Services are based on the Company’s projected lead times, current inventory, commitments and supplier advice and are estimates only.Save as set out in Clause 6.4, the Company shall not be liable for any delay in delivery of the Goods and/or Equipment and/or completion of the Services beyond the estimated delivery dates, however caused. Time for delivery shall not be of the essence of the Contract. The Goods and/or Equipment may be delivered and/or the Services completed by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.

6.3 Where any Work under an Order is to be delivered or completed in instalments or stages, each delivery or Service to be completed shall constitute a separate instalment or stage and failure by the Company to deliver or complete any one or more of the instalments or stages in accordance with the Contract or any claim by the Customer in respect of any one or more instalments or stages shall not entitle the Customer to treat the Contract as a whole as repudiated.

6.4 If, for any reason other than any cause (i) beyond the Company's reasonable control or (ii) due to the Customer's fault, the Company fails to deliver any Goods and/or Equipment and/or complete any Services (or any instalment thereof) the Company's liability shall be limited to payment of the Contract Price (or part thereof) paid by the Customerfor those applicable Goods, Equipment and/or the Services (or any instalment thereof) not delivered or completed, subject always to the limit of liability in Clause 13.

6.5 Upon delivery of Goods and/or Equipment and/or performance of Services, Customer shall inspect these and any documentation pertaining thereto and search for defects or other irregularities.Written notice of any such defect or irregularities in the Goods and/or Equipment or any incorrect quantities, which are or should reasonably have been apparent on inspection, or any defect in the Services, must be given to the Company within ten (10) days from the date of delivery of the Goods and/or Equipment or completion of the Services.If the Customer does not refuse delivery of Goods and/or Equipment or does not notify the Company accordingly, the Customer shall be deemed to have accepted the relevant Goods, Equipment and/or the Services and (i) shall be bound to pay the Contract Price as if the relevant Goods, Equipment and/or Services had been delivered in accordance with the Contract and (ii) may not be entitled to later reject the relevant Goods, Equipment and/or Services.

6.6 If the Customer fails to take delivery of the Goods and/or Equipment or fails to give the Company adequate delivery instructions at the time stated for delivery by the Company (other than by reason of Force Majeure or the Company’s fault) then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to consider the Goods and/or Equipment delivered in accordance with Clause 6.1, invoice the Customer for the Goods and/or Equipment in accordance with Clause 5 and store the Goods and/or Equipment until actual delivery and charge the Customer for all reasonable costs (including insurance) of such storage.Alternatively, in the event that the Company stores the Goods as aforesaid for a period in excess of fourteen (14) days, the Company shall be entitled to sell the Goods and, after deducting all reasonable storage and selling expenses, account to the Customer for the excess over or charge the Customer for any shortfall below the Contract Price.

6.7 The risk of loss or damage of any kind in the Goods and/or Equipment, including the risk of damage to or deterioration of the Goods and/or Equipment during transportation or storage shall pass to the Customer when the Goods and/or Equipment are delivered in accordance with Clause 6.1 or deemed delivered under Clause 6.6.

6.8 For OCTG Orders, unless otherwise agreed in Writing, all items will be manufactured in compliance with the Quotation, to API 5CT standards and, for the avoidance of doubt, no other tests, functions, procedures or specifications shall be performed.

7Inspection, Testing and Export

7.1 Goods and/or Equipment manufactured by the Company are inspected and tested in accordance with the Company's standard tests. The Customer may witness such tests subject to giving the Company reasonable notice of its intention to attend the tests. It is not a condition of the Contract that the Goods and/or Equipment will meet the requirements of any test other than the Company's standard tests, unless otherwise agreed in Writing by the Parties. If the Company agrees to carry out any additional tests requested by the Customer, such additional tests shall be performed at Customer's cost and expense and where applicable the delivery dates for the relevant Goods and/or Equipment shall be extended to accommodate such additional tests.

7.2 Where Goods and/or Equipment are supplied for export, if required, the Customer shall be responsible for arranging for inspection of the Goods and/or Equipment at the Company's premises before shipment. The Company shall have no liability for any Claim in respect of any defect in the Goods and/or Equipment which would be apparent on inspection, and which is made after shipment.

7.3The Customer represents that it complies with, is knowledgeable and has expertise regarding all Export Controls and confirms its obligations to the Company to monitor and screen all Clients, customers, suppliers, subcontractors and other parties and entities, including banks and vessels, which the Customer interfaces with, selects, or uses in connection with the Contract for compliance with the requirements of all Export Controls.Customer shall be responsible for obtaining any licenses or governmental permits for delivery, export, reexport and import of the Goods or Equipment to the country of final destination or any other country where the Goods or Equipment may be landed or utilized.Customer warrants it will not allow the Goods or Equipment to be transferred at any time on either a temporary or permanent basis in any manner that would violate the Export Controls.If applicable, it is the Customer's responsibility to comply with any restrictions in the Company's export licence for Goods shipped from and to the United Kingdom.

The Customer represents and confirms: (1) neither it, nor any of its subsidiaries or, to its knowledge, any director, officer, employee, agent, or affiliate, is an individual or entity that is or is owned or controlled by persons that are (i) the subject of Export Controls, or (ii) located, organised or resident in a country or territory that is, or whose government is, the subject of Export Controls; (2) it obtains and maintains all certifications, credentials, authorisations, licenses and permits necessary to perform under the Contract in compliance with all applicable Export Controls; and (3) it has instituted and maintains policies and procedures designed to ensure continued compliance with all Export Controls applicable to its performance under the Contract, including, but not limited to, the maintenance of accurate books and records.

The Customer shall promptly alert the Company to any violations or suspected violations of Export Controls and shall obtain all necessary licences, permits, forms and applications required pursuant to Export Controls. The Customer further represents that it is not currently aware of and shall continually monitor any transactions it or its Clients, customers, suppliers or subcontractors are involved in for possible violations of Export Controls and shall report any questionable transactions or suspicious circumstances immediately to the Company in so far as they relate to the Contract. The Customer agrees to keep records of its export control related activities for a period of five (5) years and records pertaining to export licences, re-export licences and project licences for a period of five (5) years from the expiration date of such licence. The Customer shall make such records available to the Company upon request for inspection and copying.

The Customer shall be responsible for and shall save, defend, indemnify and hold harmless Company Group from and against any and all Claims brought by or on behalf of any person (including without limitation any governmental authority) arising out of or in connection with violations of this Clause 7.3 or the Export Controls by the Customer Group.

8 Warranty and Liability for the Work

8.1 Subject to Clauses 8.4 and 13, the Company warrants that:

8.1.1 the Goods will be free from defects in materials and workmanship and will comply with the specification in the Contract for a period of twelve (12) months from the date of delivery; and

8.1.2 the Equipment will be free from defects in materials and workmanship and that it will comply with the specification in the Contract for the Hire Period; and

8.1.3 the Services will be carried out with reasonable skill and care for the duration of the Services being provided but in any event no later than the date of removal of the relevant Company personnel from the location for performance of the Services.

8.2 The Company does not warrant that:

8.2.1 the Goods and/or Equipment are fit for any particular purpose or that they will accomplish any particular results, other than those outlined in the specification in the Contract.

8.2.2 the items or designs supplied by the Customer, either as free issue or third party supplier material, components, products or goods or any similar items are sufficient for the Services to be provided by the Company.

8.3The Company’s only liability and the Customer’s only remedy where the Work does not comply with the warranty outlined in Clause 8.1 is as follows:

8.3.1in respect of Clause 8.1.1, at the Company’s option, either to:

8.3.1.1 repair or replace the defective Goods within a reasonable time free of charge, or

8.3.1.2 refund the part of the Contract Price in respect of the defective Goods;

8.3.2in respect of Clause 8.1.2, at the Company’s option, either to:

8.3.2.1 repair or replace the defective Equipment within a reasonable time free of charge, or

8.3.2.2 refund the part of the Contract Price in respect of the defective Equipment;

8.3.3in respect of Clause 8.1.3 at the Company’s option, either to:

8.3.3.1 reperform the defective Services within a reasonable time free of charge; or

8.3.3.2 refund the part of the Contract Price in respect of the defective Services.

8.4The Company’s obligations under this Clause 8 are subject to the following conditions:

8.4.1(a)the Customer must notify the Company in Writing if the Goods or Equipment are required for use in, or the Services are to be provided in, extraordinary operating circumstances or if they are required to meet any particular design, performance or capacity requirements. The Company shall not be responsible for any failure of the Goods or the Equipment to operate or the Services to be effective in such circumstances or meet such requirements unless it has specifically accepted such responsibilities in Writing before the Goods/Equipment are delivered or the Services are performed.

(b) the Company shall be under no liability in respect of any defect arising: (i)from abnormal damage (meaning damage which could not reasonably be expected) which has resulted from use of Goods and/or Equipment outside good oilfield practice;(ii) fair wear and tear; wilful damage; negligence; improper storage or handling; installation; operation or maintenance; abnormal working conditions; failure to follow Company’s instructions or product guides; misuse or alteration of the Goods/Equipment or Services without the Company’s approval or improper commissioning or installation; (iii) from corrosion, erosion or abrasion caused by the nature of the well effluent or aggressive fluids;(iv) in Goods or parts thereof which are normally consumed in operation or have a normal life shorter than the warranty periods in this Clause 8; (v) defects arising from or in connection with information, drawings, charts, specifications or instructions by the Customer Group or (vi) experimental or development Goods or Equipment.

8.4.2 If the Customer in good faith believes that the Work is defective or non-conforming, Written notice (signed by an authorised signatory of the Customer) of a breach of the warranty in Clause 8.1 must be given to the Company:

8.4.2.1prior to the expiry of the warranty period specified in Clause 8.1.1 in the case of a breach of Clause 8.1.1;

8.4.2.2within thirty (30) days of the Equipment becoming defective in the case of a breach of Clause 8.1.2; or

8.4.2.3prior to the expiry of the warranty period specified in Clause 8.1.3 in the case of a breach of Clause 8.1.3;

8.4.3in relation to defective Work:

8.4.3.1where reasonably practicable, the defective Goods and/or Equipment must be returned to the Company carriage paid by the Customer so as to enable the Company to inspect and carry out tests on the defective Goods and/or Equipment. If the defect or non-conformance is found to be caused by the Customer Group or any cause under 8.4.1 (b), the Customer shall be liable for the cost of the repair or replacement and all associated costs associated therewith.Acceptance of returned Goods or Equipment or authorisation of return thereof shall not be deemed as Company's concession or acknowledgment of defect or nonconformity;

8.4.3.2where the Goods and/or Equipment and/or Services have to be repaired at any place other than at the Company’s premises the Customer shall bear the Company’s reasonable cost incurred;

8.4.3.3the Company shall not be liable for (i) the costs of removal of the Work or the cost of refitting any replacement or repaired Work; (ii) dismantling of the Work or dismantling/removal other objects required to access the Work; (iii) board and lodging offshore; (iv) any transportation of the Work; (v) heavy lift operations offshore; or (vi) any additional costs associated with warranty work performed below the water line;

8.4.3.4the Goods and/or Equipment and/or Services must not have been repaired or interfered with in any way by any person not authorised by the Company;

8.4.3.5where Goods and/or Equipment or parts thereof are not of the Company’s manufacture, the Company will only be liable to the Customer for defects to the extent of the Company’s warranty entitlement against the particular manufacturer or supplier and therefore the undertaking set out in Clause 8.1 shall not extend to defective Goods and/or Equipment or parts thereof which are manufactured by a third party;

8.4.4the Company shall not be liable under this Clause 8 if the Contract Price for the relevant Goods, Equipment and/or Services has not been paid by the due date for payment.

8.4.5where advice is given at the site of the Customer’s operations the Customer will remain in full control and supervision of the conduct of the operations and no guarantee or representation is made as to the results of implementing such advice and the Company shall not be liable for any loss arising from the advice.

8.4.6Goods repaired in accordance with this Clause 8 shall be warranted for a further twelve (12) months from the date of delivery but in no event shall the Company’s warranty extent beyond eighteen (18) months from the date of acceptance of the original Goods.

8.4.7The rights and remedies set out in this Clause 8 represent the sole remedies available to the Customer for any defect to Goods/Equipment and/or irregularities in respect of Services under an Order.Except as provided above, Company makes no warranties, terms or conditions of any kind, express, implied or statutory, about the Work or the suitability, legality or accuracy of information, or Work provided by Company. To the maximum extent permitted by applicable law, Company expressly disclaims all implied warranties, terms or conditions of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement.The warranty expressly made above is the only warranty made by the company and can be amended only by a variation in accordance with clause 3.

9 Hire of Equipment

9.1 During the Hire Period the Customer shall:

9.1.1 notify the Company promptly if the Equipment is moved to any location other than the address specified in the Contract and in any event, shall not allow the Equipment to be transferred to any person or country prohibited under the terms of any applicable Export Controls;

9.1.2 permit an authorised representative of the Company at all reasonable times to enter upon premises or any vessel where the Equipment is located for the purposes of inspection, maintenance, repair or testing;

9.1.3 keep the Equipment in the same condition as at the commencement of the Hire Period, with the exception of fair wear and tear. Any damage to the Equipment deemed by the Company to be outwith fair wear and tear will be charged to the Customer (including pitting damage, damage sustained in transit, damage sustained due to exposure to chemical agents, corrosive substances or environments, aggressive well chemistry or arduous drilling conditions, unreasonable or unusual use and/or excessive wear to blades or equipment body outside diameter)Where the Equipment is supplied with plastic thread protectors, if Equipment is returned without any plastic thread protectors or with damaged thread protectors these will be charged to the Customer in addition to the Contract Price.

9.1.4 preserve on the Equipment the Company‘s and any manufacturer’s identification number or mark or any nameplate;

9.1.5 not disassemble or make any alterations, modifications or technical adjustments or perform or attempt any repairs to the Equipment.Any costs for repairs, re-dress, damages or alterations required due to non-compliance with this Clause shall be charged at an hourly rate to the Customer (such rate to be calculated at the sole discretion of the Company);

9.1.6 arrange and maintain at its expense adequate insurance for the full replacement value of the Equipment for the full Hire Period.Such insurance shall cover all loss and damage to the Equipment and also all risks to third parties in connection therewith.The Company may at any time demand evidence that such insurance cover exists and failure to produce such evidence within forty-eight (48) hours will constitute a material breach of the Contract;

9.1.7 notify the Company immediately in Writing of any loss, damage or Claims relating to the Equipment and within fourteen (14) days of demand, reimburse the Company the full cost of repair or replacement.Where the Equipment is damaged, the Contract Price will continue until the fully repaired or replaced Equipment is returned to the actual possession of the Company. Where the Equipment is lost in hole, damaged beyond repair, missing or withheld by the Customer, Client or any relevant governmental or regulatory authority the full cost of replacement shall be the current market price for a new, replacement item of the same Equipment not subject to depreciation, unless otherwise stated in the Contract;

9.1.8 not sell, assign, sub rent, charge or part with possession of the Equipment or any part thereof nor by any act or default render the Equipment liable to any distress, execution or other legal process;

9.1.9 repay the Company on demand all costs, charges and expenses incurred in any way by reason of its breach of any of these terms and conditions including but not limited to all costs, charges and expenses incurred in ascertaining the location of the Equipment; and

9.1.10 punctually pay all duties and taxes concerning the Equipment.

9.2 The Customer shall notify the Company if any maintenance, other than routine maintenance, of the Equipment is required.The Customer shall not undertake any maintenance, other than routine maintenance, without first obtaining the Company’s consent in Writing.

9.3Equipment shall at all times remain the property of the Company.

9.4Equipment is rented on a day rate basis, unless otherwise agreed in Writing by the Company.The day rate shall be valid from midnight to midnight (or any part thereof which will be charged as a full day rate).A new day rate will begin at 00.01 am for any part thereof. During the Hire Period, a stand-by or operational day rate charge shall be applied to each day (or part thereof) for each item of Equipment. Any well conditions which prevent operation of the Equipment shall not relieve the Customer from responsibility for payment of the applicable daily rate charges. Additional Equipment not specified on this quotation will be subject to charges as per our current price list.

9.5 Transportation, freight, packing, crating, shipping and personnel travel and expenses, if applicable, will be charged to the Customer's account or charged at cost + fifteen percent (15%).

9.6Minimum Charges/Hire Period rates for terminated Orders/Call out charges:

If the Company agrees to suspend hire charges until the Equipment clears customs or agrees to an alternative delivery method which will suspend the daily hire charges until delivery is effected or the Equipment is accepted by the Customer and the Customer subsequently cancels the Order, the Company shall be entitled to charge the Customer daily standby charges for each relevant piece of Equipment from the day it leaves the Company’s premises to the day it is returned to the Company’s premises or other designated location.In the event of cancellation under this clause, the Company shall be entitled to charge a minimum of five (5) days standby rates notwithstanding the actual amount of time that the Equipment has been away from the Company’s premises.

The Company reserves the right to charge a call-out charge for or invoice for the time spent on, and all costs and expenses (including mobilisation/demobilisation costs) related to any requests for Equipment or Services that are subsequently cancelled or enquiries made out of hours whether or not such request or enquiry subsequently progresses to an Order.Such costs shall be invoiced at cost plus fifteen (15) percent.

9.7It is the responsibility of the Customer to ensure that anyone operating the Equipment is competent in the use and maintenance thereof.The Company accepts no responsibility or liability for and the Customer shall indemnify, defend and hold harmless the Company for any Claims arising from or related to the competency of the operator (including, but not limited to, qualifications, experience or training).

9.8 Training can be provided by the Company at additional costs to the Customer.

10 Title to Goods and materials

10.1 Title in the Goods shall pass from the Company to the Customer when the Goods are delivered in accordance with Clause 6.1 or deemed delivered under Clause 6.6.

10.2 Where materials are supplied by the Customer for the Company to use in manufacturing Goods, title in any unused off cuts of such materials shall vest in the Company when the relevant Goods have been manufactured.

11Indemnities

11.1 The Company shall defend, indemnify and hold harmless the Customer Group from and against all Claims arising from, relating to or in connection with the Contract in respect of:

11.1.1 loss or recovery of or damage to property of the Company Group whether owned, hired, leased or otherwise provided by the Company Group, excluding the Goods and Equipment (where applicable) after delivery; and

11.1.2 personal injury including death or disease to any person employed by the Company Group;

in each case irrespective of cause and notwithstanding the negligence and/or breach of duty (statutory or otherwise) of any member of the Customer Group.

11.2 The Customer shall defend, indemnify and hold harmless the Company Group from and against all Claims arising from, relating to or in connection with the Contract in respect of:

11.2.1 loss or recovery of or damage to property of the Customer Group and/or Client Group, whether owned, hired, leased or otherwise provided by the Customer Group, including the Goods and Equipment (where applicable) after delivery and free issue material (including but not limited to damage or destruction during threading and/or torque operations);

11.2.2 personal injury including death or disease to any person employed by the Customer Group and/or the Client Group; and

11.2.3 personal injury including death or disease or loss of or damage to the property of any third party,

in each case irrespective of cause and notwithstanding of the negligence and/or breach of duty (statutory or otherwise) of any member of the Company Group.

11.3The Customer shall defend, indemnify and hold harmless the Company Group from all Claims arising from, relating to or in connection with the Contract in respect of:

11.3.1 loss of or damage to any well or hole (including, without limitation, the cost of re-drill);

11.3.2 blowout, fire, explosion, cratering or any uncontrolled well condition (including, without limitation, the costs to control a wild well and the removal of debris);

11.3.3 damage to any reservoir, geological formation or underground strata or the loss of oil or gas therefrom;

11.3.4 pollution or contamination of any kind including, without limitation, the cost of control, removal and clean-up;

11.3.5 damage to, or escape of any substance from, any pipeline, vessel, or storage or production facility including any pipeline or other subsurface facility; or

11.3.6 loss of, or damage to, permanent third party oil and gas production facilities and pipelines and Consequential Losses arising therefrom;

in each case regardless of cause and irrespective of any form of liability (whether strict or by negligence, in whatever form) and/or breach of duty (statutory or otherwise) of any member or part of the Company Group.

11.4 Notwithstanding the provisions of Clause 8, the Customer shall be responsible for the recovery or removal and when appropriate the marking or lighting of any wreck or debris arising from or relating to the Work and shall, except as provided for in Clause 11.1, save, defend, indemnify and hold harmless the Company Group in respect of all Claims arising out of such wreck or debris.

11.5 Notwithstanding anything within the Contract to the contrary and except to the extent of any agreed liquidated damages (including without limitation any predetermined termination fees) provided for in the Contract, the Company shall defend, indemnify and hold harmless the Customer Group from the Company Group’s own Consequential Loss arising out of or in connection with the Contract irrespective of cause and notwithstanding the negligence or breach of duty (statutory or otherwise) of any member of the Customer Group.

11.6 Notwithstanding anything within the Contract to the contrary and except to the extent of any agreed liquidated damages (including without limitation any predetermined termination fees) provided for in the Contract, the Customer shall defend, indemnify and hold harmless the Company Group from the Customer Group's own Consequential Loss and/or the Client Group's own Consequential Loss arising out of or in connection with the Contract irrespective of cause and notwithstanding the negligence or breach of duty (statutory or otherwise) of any member of the Company Group.

11.7 If either Party becomes aware of any incident likely to give rise to a Claim under the above indemnities, it shall notify the other and the Parties shall co-operate fully in investigating the incident.

11.8 The indemnities given pursuant to the Contract shall be full and primary and shall apply in respect of the full liability of the indemnity for Claims notwithstanding that the indemnified party may be entitled to contribution thereto from insurance or any other person.

11.9 For the purposes of this Clause 11 "third party" shall mean any party which is not a member of the Customer Group or the Company Group.

11.10 This Clause 11 shall survive termination of the Contract for any reason.

12 Intellectual Property

12.1 The Customer shall not have any right of use, other than for the purposes of the Contract, whether directly or indirectly, of any Intellectual Property provided by the Company Group in relation to the Contract. Any Intellectual Property owned by the Company Group prior to the Effective Date of the Contract shall remain the Intellectual Property of the Company Group.

12.2 All Intellectual Property created or generated by the Company arising from, relating to or in connection with the performance of the Contract shall vest in the Company.

12.3 If any Claim is made against the Customer that the Work infringes or that their use (or resale in the case of Goods) infringes the Intellectual Property rights of any other person, then unless the Claim arises from the use of any Intellectual Property supplied by the Customer, the Company shall, subject to Clauses 12.2 and 13, defend, indemnify and hold harmless the Customer against such Claim, provided that:

12.3.1 the Company is promptly given full control of any proceedings or negotiations in connection with any such Claim;

12.3.2 the Customer shall, without undue delay, give the Company all reasonable assistance for the purposes of any such proceedings or negotiations;

12.3.3 except pursuant to a final award, the Customer shall not pay or accept any such Claim, or compromise any such proceedings without the consent of the Company (which shall not be unreasonably withheld);

12.3.4 the Customer shall not do anything which would or might vitiate any policy of insurance or insurance cover which the Customer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Customer recovers any sums under any such policy or cover (which the Customer shall use its best endeavours to do);

12.3.5 the Company shall be entitled to the benefit of, and the Customer shall accordingly account to the Company for, all damages and costs (if any) awarded in favour of the Customer which are payable by, or agreed with the consent of the Customer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such Claim; and

12.3.6 the Company shall be entitled to require the Customer to take such steps as the Company may reasonably require to mitigate or reduce any Claim for which the Company is liable to indemnify the Customer under this Clause.

12.4 Where Goods and/or Equipment are manufactured or supplied and/or the Services provided by the Company to a specification provided by the Customer, the Customer shall defend, indemnify and hold harmless the Company Group against any Claim of whatsoever nature suffered or incurred by the Company Group as a result of infringement of any Intellectual Property of any other person arising from manufacture or supply of such Work in accordance with such specification.

13 Limitation of Liability

13.1Notwithstanding anything to the contrary within the Contract, the cumulative and maximum aggregate liability of the Company to Customer Group and/or Client Group for any reason whatsoever and upon any Claims howsoever caused arising from, related to or in connection with the Contract (including those arising from Company's termination, breach of duty (statutory or otherwise), negligence of any degree or character, breach of contract or otherwise at law) shall be limited to five hundred thousand Singapore Dollars (SGD$500,000).

13.2 The Customer agrees to defend, indemnify and hold harmless the Company Group from all Claims (including third party claims) above such limit irrespective of cause and notwithstanding the negligence of breach of duty (statutory or otherwise) of any member of the Company Group.

13.3 This Clause 13 shall survive termination of the Contract for any reason.

14 Force Majeure

14.1 Neither Party shall be liable to the other Party or be deemed to be in breach of the Contract where any delay in performing or failure to perform (except for the obligation to pay sums due under the Contract) is due to any cause beyond the affected Party's reasonable control ("Force Majeure"). For the purposes of this Clause 14, Force Majeure shall include, but shall not be limited to: acts or threats of war; sabotage; acts of terrorism; insurrection; riots or other acts of civil disobedience or commotion; act of public enemy; failure or delay in transportation; shortage of labour, fuel, raw material or machinery; technical or yield failure; act of government or any agency or subdivision thereof affecting the terms of the Contract; prohibiting or penalising Company’s performance or otherwise; judicial action; strikes, lock-outs labour disputes or other industrial action acts of any governmental authority, including import or export regulations or embargoes; epidemic, pandemic, quarantine and the consequences thereof; earthquake, accident, fire, explosion, floods, storms and/or other natural disaster or force of nature and/or maritime or aviation disasters.

14.2 In the event of a Force Majeure occurrence, the affected Party will promptly notify the other in Writing of the Force Majeure occurrence and the date of delivery or performance shall be deferred for a period equal to the time of such delay.If any such occurrence arises, Company may equitably allocate production and deliveries among Company’s customers as deemed reasonable by the Company in its sole discretion.

14.3 In the event of a Force Majeure occurrence prevailing for a continuous period of fifteen (15) days or more, either Party may terminate the Contract in whole or in part, upon notice thereof to the other Party in Writing.

15 Termination and Suspension

15.1 The Contract shall continue in full force and effect until such time as either Party may elect to terminate the Contract by giving the other Party at least one hundred and eighty (180) days prior Written notice (not by email) of its requirement to terminate the Contract.

15.2 Notwithstanding Clause 5.8, either Party may terminate the Contract by giving ten (10) days prior Written notice (signed by an authorised signatory of the Party wishing to terminate) in the event of the other Party's default or failure to comply with the Contract which, following notice of such default or failure from the non-defaulting Party, the defaulting Party fails within a reasonable period of time thereafter to rectify.

15.3 In the event of termination of the Contract for any reason, the Company shall cease the performance of the Work as soon as reasonably practicable after the date of termination, which date immediately follows the applicable notice period (if any). The Company shall be entitled to payment of the Contract Price for all Goods and/or Equipment delivered and/or Services completed prior to termination and any Equipment shall immediately be returned to the Company.

16Confidentiality

16.1 Except as otherwise provided in the Contract, the Customer agrees that any and all information associated with the Work (including but not limited to Company’s technical data) or the Company Group that is not otherwise publicly available (“Confidential Information”) that is disclosed to or received by the Customer (i) shall be treated as Company’s confidential, proprietary, and trade secret information (with Company reserving all rights to its Confidential Information); (ii) shall be held by the Customer in strict confidence, (iii) shall be used by Customer only for purposes of the Contract, and (iv) that no Confidential Information, including without limitation the provisions of the Contract, shall be disclosed by the Customer without the prior Written consent of the Company. The Customer shall safeguard Confidential Information with at least the same degree of care (which shall always be at least a reasonable amount of care) that it uses to safeguard its own confidential, proprietary, and trade secret information. The Customer shall, if so required by the Company at any time, promptly return to the Company all copies of any such Confidential Information which may be in the Customer Group's possession or under their control. Notwithstanding the foregoing, the Customer shall not be liable for the disclosure of Confidential Information which (i) is, or becomes through no fault of the Customer Group, part of the public domain or that the Customer is permitted to disclose with the prior Written consent of the Company, or (ii) which the Customer is required by law to make, save that in the event of such a legal requirement arising, Customer shall give prior notice of such disclosure obligation to Company and will endeavour to disclose only that Confidential Information which is required to meet its legal obligations.

17 Governing Law and Jurisdiction

17.1 The Contract shall in all respects be construed and governed in accordance with the laws of Singapore.The Sale of Goods (United Nations Convention) Act (Cap. 283A) on contracts for the international sale of goods shall not apply.

17.2 Any dispute or difference which may arise between the Company and the Customer on any matter relating to the Contract which cannot be settled by negotiation within thirty (30) days of the dispute arising (or such other period as may be mutually agreed between the Parties) shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed incorporated by reference to this clause.

17.3 If the Parties are unable to agree on a single arbitrator within fourteen (14) days of each suggesting the name of a suitable arbitrator, either Party may apply to the President for the time being of the SIAC for the name of an alternative arbitrator.

17.4 The place of arbitration shall be Singapore and all proceedings shall be held in English.

17.5 The decision of the arbitrator shall be final and binding and be treated as confidential between the Parties.Any award made shall be promptly performed and/or paid without deduction or set off. Unless determined otherwise by the arbitrator, the costs and expenses of arbitration shall be borne equally between the Parties.

18General

18.1 The Company may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its Company Group, provided that any act or omission of any such other member of the Company Group shall be deemed to be the act or omission of the Company.

18.2 The Parties act as independent parties with respect to the Contract. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, make any Party the agent or employee of the other Party, or authorise any Party to make or enter into commitments or assume any liability for or on behalf of the other Party.

18.3Each Party should verify the correct email address for notices prior to sending any permitted email notice under the Contract. Unless sender receives a return notification that an email was not delivered, undeliverable or similar, any notice that is permitted to be made by email herein shall be deemed to have been received at the time which is twelve (12) hours from the time that the email was sent. If sent after 5pm Singapore time, the email shall be deemed to have been received either twelve (12) hours after the time the email was sent or 9am Singapore time on the next working day, whichever is the later.

Any notice that is not permitted to be made by email herein or as prescribed by law, rule or procedure (which shall specifically include, for the avoidance of doubt, any notices relating to breach of the Contract and notices relating to any Claims or litigation), shall be in writing addressed to that other Party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the Party giving the notice.

Any such notice or other communication shall be deemed to have been duly received as follows:

(a) if delivered personally, when left at the address referred to above;

(b) if delivered by commercial courier, on the date and at the time that the couriers delivery receipt is signed;

(c) if by other postal service, at 9am Singapore time on the second business day after posting.

18.4Any failure by either Party to enforce all or any portion of the Contract or waiver by the Company of any breach of the Contract by the Customer shall not be considered a waiver of any subsequent breach or future right to require strict performance of the Contract.

18.5If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected. If any invalid or unenforceable provision of the Contract would be valid and enforceable if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it valid and enforceable.

18.6The Contracts (Rights of Third Parties) Act Cap. 53B (as amended, re-enacted or extended from time to time) shall apply to this Contract but only to the extent that a member of Company Group or Customer Group (other than Company or Customer) shall be entitled in its own right to enforce the benefit of the indemnities under Clause 11 or to the extent that a member of the Company Group may act in accordance with Clause 18.1 but not in any other respect. Notwithstanding the foregoing the Contract may be rescinded, amended or varied by the Parties without notice to or the consent of any third party even if, as a result that third party's right to enforce a term of this Contract may be varied or extinguished.

18.7The Contract constitutes the entire agreement between the Parties relating to the Work and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter thereof.

19 Assignment

19.1 The Company has the right to assign the Contract or any part of it or any benefit or interest in or under it to any Affiliate without the consent of the Customer.Customer may not assign the Contract or any part of it or any benefit or interest in or under it to any third party without the prior Written consent of Company, which shall not be unreasonably withheld or delayed. Any assignment made in contravention of this Clause 19.1 shall be null and void for all purposes.

20 Business Ethics and Code of Conduct

20.1 Both Parties shall uphold the highest standards of business ethics in the performance of the Contract. Integrity, honesty and ethical business practices shall be paramount principles in the dealings between the Parties.

20.2 Neither Party shall knowingly involve itself in any business in connection with, or use information arising from, the Contract, in any manner which conflicts with the interest of the other Party.

20.3 The Customer warrants and represents that in the performance of its obligations under the Contract it has complied and shall comply with the Applicable Anti-Bribery Laws and any other applicable laws, rules, regulations, labour agreements, working conditions and technical codes and requirements of any governmental or regulatory body in any country or territory having jurisdiction over the Contract.

20.4By entering into the Contract, the Customer agrees to comply with and ensure compliance by the Customer Group with the Company’s Supply Chain Code of Conduct, as updated from time to time:Hunting | Governance & ethics