General terms & conditions of sale - Europe

Terms and conditions of sale for Europe.

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.

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, 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 signed Variation.

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 ("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 change in laws or the interpretation of laws); or
4.2.2 any change in delivery dates, quantities or specifications for the Goods, Equipment or Services which is requested by the Customer or failure of the Customer to give the Company adequate or timely information or instructions;
4.2.3 any other changes to the Order due to Company's acceptance of a Variation;
which, in either case, occurs between the Effective Date and the delivery of the Goods and/or Equipment and/or the provision of the Services.
4.3 The Contract Price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.
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.
4.5 Where Equipment is supplied by way of hire, the Contract Price shall apply for the entire Hire Period and for all Equipment supplied, including back up tools. 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.
4.6 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.

5. Payment Terms

5.1 The Company shall be entitled to invoice the Customer for the Contract Price:

5.1.1 on or at any time after the Company has tendered delivery of the Goods and/or completed the Services; and
5.1.2 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 net thirty (30) days from invoice date unless otherwise agreed in Writing by the Parties.
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 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 Time 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 Clauses 10, 15.2 and/or 15.4 to terminate or suspend (at the Company's option) the undelivered part of any Order and/or to charge penalty interest at 2% above the applicable rate pursuant to the Norwegian act regarding interest on overdue payments, as amended or replaced from time to time (currently act no. 100/1976) on the amount overdue until payment in full is made, whether before or after judgement.
5.5 The Customer shall not be entitled under any circumstances whatsoever to set-off or counter-claim against or deduct, discount or withhold from any sum from time to time due by it to the Company any sums due by the Company to the Customer and any sums due by the Customer shall be paid by the Customer to the Company without deduction, compensation, set-off or similar whatsoever.
5.6 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.

6. Delivery, Risk and Insurance

6.1 Unless otherwise agreed by the Company in Writing or by e-mail:

6.1.1 delivery of the Goods and/or Equipment will be EXW the Company's premises in accordance with Incoterms or as otherwise agreed in writing by the Parties;
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 at the Customer's cost and expense.

6.2 Any dates quoted for delivery of the Goods and/or the Equipment and/or completion of the Services are estimates only and 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 Goods, Equipment or Services under an Order are 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 for 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 appurtenant thereto and search for defects or other irregularities and notify Company of any such defect or other irregularity. Written notice of any defect 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 Contact 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 shall be entitled to invoice the Customer for all reasonable storage and selling expenses and any shortfall below the Contract Price obtained from such sale.
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.

7. Inspection, 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, 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.
7.3 It is the Customer's responsibility to comply with applicable export control regulations and comply with any restrictions in the Company's export license for Goods and/or Equipment shipped from and to the United Kingdom, the United States and/or Norway or any other country where the Goods and/or Equipment originate. The Customer shall be responsible for and shall save, indemnify, defend and hold harmless the Company from and against all Claims in connection with any failure by the Customer to comply with applicable export control regulations or any of Company's export licenses arising from, relating to or in connection with the Contract.
7.4 The Customer represents that it is knowledgeable and has expertise regarding all export control laws, regulations, procedures, international sanctions, embargoes and restrictions, prohibited party lists and international shipping practices applicable to the Company or the Contract, including but not limited to the laws of the United Kingdom, the laws of Norway, the laws and regulations of the European Union/the European Economic Area, as applicable, and the laws of the United States of America ("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. The Customer shall promptly alert the Company to any violations or suspected violations of Export Controls and shall obtain all necessary licenses, 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 insofar 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 licenses, re-export licenses, and project licenses for a period of five (5) years from the expiration date of such license. The Customer shall make such records available to the Company upon request for inspection and copying.

8. Warranty and Liability for Goods, Equipment and Services

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

8.1.1 with the exception of the following Titan Goods (i) products or parts which are normally consumed in operation or have a normal life shorter than the warranty period herein; (ii) subsurface equipment which is warranted for 90 days after receipt by Customer and (iii) the photomultiplier tubes ("PMT") supplied as component parts of scintillation or nuclear detector devices which shall conform to their specifications and be free from defects in workmanship, materials and manufacture at the point of delivery only - all other Titan Goods supplied pursuant to the Contract will be free from defects in materials and workmanship and will comply with the specification in the Contract for a period of six (6) months from the date of delivery;
All other Goods supplied pursuant to the Contract will be free from defects for a period of twelve (12) months from the date of delivery.
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.

8.2 The Company does not warrant that (i) 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 or (ii) any items or designs supplied by the Customer, either as free issue or third party supplier material, component parts, products or goods or any similar items, are sufficient for the Services to be provided by the Company. All other warranties, conditions and terms, including implied warranties by statute or common law are to the fullest extent permitted by law, excluded from the Contract.
8.3 The 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:
8.3.1 in 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;
8.3.2 in 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;
8.3.3 in respect of Clause 8.1.3 at the Company's option either to:

8.3.3.1 to reperform the defective Services within a reasonable time free of charge but in any event no later than the date of removal of the relevant Company personnel from the location for performance of the Services; or
8.3.3.2 refund the part of the Contract Price in respect of the defective Services.

8.4 The 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/Equipment are required for use 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/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;
8.4.1 b) the Company shall be under no liability in respect of any defect arising from abnormal damage (meaning damage which could not reasonably be expected) which has resulted from use of Goods or Equipment outwith good oilfield practice; fair wear and tear; wilful damage; negligence; improper handling, installation; operation or maintenance; abnormal working conditions; failure to follow Company’s instructions; misuse or alteration of the Goods/Equipment or Services without the Company’s approval; any Goods that have had their serial number or temperature indicator altered, defaced or removed or for corrosion, erosion or abrasion caused by the nature of the well effluent or aggressive fluids.
8.4.2 the Company shall be under no liability in respect of any defect in the Work arising from any drawing, design or specification supplied by the Customer;
8.4.3 written notice of a breach of the warranty in Clause 8.1 must be given to the Company:

8.4.3.1 prior to the expiry of the warranty period specified in Clause 8.1.1 in the case of a breach of Clause 8.1.1;
8.4.3.2 within thirty (30) days of the Equipment becoming defective in the case of a breach of Clause 8.1.2; or
8.4.3.3 prior to completion of the Services in the case of a breach of Clause 8.1.3;

8.4.4 in relation to defective Goods and/or Equipment and/or Services:

8.4.4.1 for Titan Goods, the Customer must comply with applicable laws and the Company’s Return Material Authorisation (“RMA”) which will be made available on request;
8.4.4.2 where 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;
8.4.4.3 where 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;
8.4.4.4 the Company shall not be liable for the costs of removal of the defective Goods and/or Equipment or the cost of refitting any replacement or repaired Goods and/or Equipment;
8.4.4.5 the 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;
8.4.4.6 where 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;

8.4.5 Company's liability for rectification work shall be limited to 50% (fifty percent) of the Contract Price and Company shall under no circumstance be liable for costs relating to:

8.4.5.1 Dismantling of any other objects, or
8.4.5.2 Board and lodging offshore, or
8.4.5.3 Transport to, from and at any offshore location, or
8.4.5.4 Heavy lift operations offshore, or
8.4.5.5 Extra costs associated with guarantee work performed below the water line.

8.4.6 the 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;
8.4.7 where 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.
8.4.8 Goods repaired in accordance with this Clause 8 shall be warranted for a further twelve (12) months (six (6) months for Titan Goods, or such shorter warranty term as applicable for Titan Goods referenced in Clause 8.1.1) but in no event shall the Company's warranty extent beyond eighteen (18) months (twelve (12) months for Titan Goods) from the date of acceptance of the original Goods.
8.4.9 The 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.

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, not allow the Equipment to be transferred to any person or country prohibited under the laws of the United Kingdom, Norway, the European Union/the European Economic Area, as applicable, or the United States of America;
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, fair wear and tear only excepted. 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);
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 make any alterations, modifications or technical adjustments or perform or attempt any repairs to the Equipment;
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 or by e-mail in respect thereof.
9.3 Equipment shall at all times remain the property of the Company.

10. Title to Goods

10.1 Notwithstanding delivery and the passing of risk in any and all Goods supplied by the Company, or any other provision of the Contract, the property in the Goods shall not pass to the Customer until the Company has received full payment of the Contract Price of the Goods.
10.2 Until such time as the title in the Goods passes to the Customer, the Customer shall not be allowed to sell and transfer the Goods to anyone or otherwise dispose of them and shall hold the Goods on behalf of the Company as Company's agent and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company's property. The Company shall be entitled during business hours on reasonable prior Written notice to enter upon any premises of the Customer or any third party where the Goods are stored to ensure that the provisions of the Clause are being complied with.
10.3 Until such time as the title in the Goods passes to the Customer the Company shall be entitled at any time to require the Customer to deliver the Goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
10.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain property of the Company but if the Customer does so all sums due by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) immediately become due and payable.
10.5 Where materials are supplied by the Customer for the Company to use in manufacturing Goods, the property in any unused off cuts of such materials shall vest in the Company.
10.6 As security for the due and punctual payment and performance by the Customer of each of its obligations under the Contract, hereunder in particular the payment of the Contract Price and to the extent applicable, penalty interests or other costs due to Company, the Customer hereby irrevocably and unconditionally, grants to the Company a first ranking security interest by way of a Norwegian law sales lien (Norwegian: salgspant) in accordance with the relevant provisions in the Norwegian liens act (Norwegian: panteloven) - as amended or replaced from time to time - over the Goods.

11. Indemnities

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;
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.

11.3 The 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 the use of any radioactive tools in relation to the Work, and any 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; 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 Goods and/or Equipment and shall, except as provided for in Clause 11.1, save, defend, indemnify and hold harmless the Company Group in respect of all claims, liabilities, costs (including legal costs), damages or expenses 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 Goods and/or Equipment infringe 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 do nothing 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 Goods, Equipment and/or Services in accordance with such specification.

13. Limitation of Liability

13.1 Notwithstanding anything to the contrary within the Contract, in any event the cumulative and maximum aggregate liability of the Company to Customer Group and/or Client Group for any reason and upon any Claims whatsoever arising from, related to or in connection with the Contract (whether 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 seventy five percent (75 %) of the Contract Price, but in no event in excess of NOK 5,000,000.
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 not be limited to, acts or threats of war, sabotage, acts of terrorism, riots; civil commotions, strikes, lock-outs or other industrial action, acts of any governmental authority, including import or export regulations or embargoes, quarantine, earthquake, fires, storms and / or other natural physical disaster 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.
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 Either Party may terminate the Contract by giving ten (10) days prior Written notice (not by email) 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 first Party, the other Party fails within a reasonable period of time thereafter to rectify. Additionally either Party may terminate the Contract with immediate effect by Written notice (not by email) to the other Party if the other Party becomes bankrupt or insolvent, or if its business is placed in the hands of an administrator, a receiver, assignee, or trustee, whether by voluntary act of the other Party or otherwise, or undergoes any proceeding analogous to the foregoing.
15.3 In the event of termination of the Contract, the Company shall cease the performance of the Work as soon as practicable. 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.
15.4 In the event that the Customer is in breach of its obligations to pay the Contract Price under Clause 5, then in addition to Company's other rights elsewhere in the Contract and at law, the Company shall have the right to:

15.4.1 suspend the Work (including delivery of the Goods and/or Equipment and/or completion of the Services) until such time as the Contract Price has been paid in full by the Customer; or
15.4.2 terminate the Contract with immediate effect by written notice to the Customer.

16. Confidentiality

16.1 The Customer shall not (and shall procure that its Affiliates and its officers, employees and contractors and those of its Affiliates shall not) disclose any information of a confidential or commercially sensitive nature relating to the Company or its Affiliates or their respective businesses, technology or other affairs to any third party (or any officer or employee or contractor of the Customer except to the extent that such officer or employee or contractor requires knowledge of the same for the proper performance of the Contract and is under the same duty of confidentiality as herein) or use any such information for any purpose other than the proper performance of the Contract. The Customer shall, if so required by the Company at any time, promptly return to the Company all copies of any such information which may be in the Customer's or its officers' or employees' or contractors' possession or under their control. This Clause shall not apply to information which is, or becomes through no fault of the Customer, its officers' or employees' or contractors' part of the public domain or to any disclosure 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 Norway.
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 arbitration In accordance with the Norwegian arbitration act as applicable from time to time. Such dispute or difference will be determined by a single arbitrator acceptable to the Parties.
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 shall appoint one arbitrator each who shall jointly appoint a third arbitrator - being the chairman and administrator of the proceedings.
17.4 The place of arbitration shall be Stavanger and all proceedings shall be held in English.
17.5 The decision of the arbitrator shall be final and binding. 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.
17.6 Any arbitration proceedings and award shall be kept confidential by the Parties.

18. General

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 Company shall act as an independent contractor with respect to the Contract. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, make any Party the agent or employee of any other Party, or authorise any Party to make or enter into commitments for and on behalf of any other Party.
18.3 Each Party should verify the correct email address for notices prior to sending any permitted email notice under these Terms. 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 Norway time, the email shall be deemed to have been received either twelve (12) hours after the time the email was sent or 9am Norway time, whichever is earlier.
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 in a Written letter 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 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 on the second business day after posting.

18.4 Any 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.
18.5 If 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.

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. Additionally, either Party may assign the Contract or any part of it or any benefit or interest in or under it to any third party, but only with the prior Written consent of the other Party which shall not be unreasonably withheld or delayed.

20. Business Ethics

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 having jurisdiction over the Contract.

Norway - HES Norway AS - OCTG

Sales, Services & Rentals T & Cs

STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS AND PROVISION OF SERVICES

These standard terms and conditions apply to every contract for the sale of goods and/or supply of 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 and/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 parent or holding company. 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 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 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 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;
"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 13 of the Conditions;
"Goods" means the goods (if any) to be sold by the Company under the Contract as specified on the Order;
"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;
"Services" means the services (if any) to be supplied by the Company under the Contract as specified on the Order;
"Variation" means a change to the Contract agreed by the Parties in Writing;
"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 and supply of the Services; and
"Writing" includes facsimile transmission, letter and comparable means of communication but excludes e-mail unless expressly specified otherwise herein.

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 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").
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 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 or by e-mail. 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 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.

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, 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 signed Variation.

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 prior to the Effective Date of the Contract ("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 change in laws or the interpretation of laws); or
4.2.2 any change in delivery dates, quantities or specifications for the Goods or Services which is requested by the Customer or failure of the Customer to give the Company adequate or timely information or instructions;
4.2.3 any changes to the Order due to Company's acceptance of a Variation;
which, in either case, occurs between the Effective Date and the delivery of the Goods and/or the provision of the Services.

4.3 The Contract Price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.
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.
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.

5. Payment Terms

5.1 The Company shall be entitled to invoice the Customer for the Contract Price on or at any time after the Company has tendered delivery of the Goods and/or completed the Services; and
5.2 Terms of payment are net thirty (30) days from invoice date unless otherwise agreed in Writing by the Parties.
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 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 Time 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 Clauses 14.2 and/or 14.4 to terminate or suspend (at the Company's option) the undelivered part of any Order and/or to charge penalty interest at 2% above the applicable rate pursuant to the Norwegian act regarding interest on overdue payments, as amended or replaced from time to time (currently act no. 100/1976) on the amount overdue until payment in full is made, whether before or after judgement.
5.5 The Customer shall not be entitled under any circumstances whatsoever to set-off or counter-claim against or deduct, discount or withhold from any sum from time to time due by it to the Company any sums due by the Company to the Customer and any sums due by the Customer shall be paid by the Customer to the Company without deduction, compensation, set-off or similar whatsoever.

6. Delivery, Risk and Insurance

6.1 Unless otherwise agreed by the Company in Writing or by e-mail:

6.1.1 delivery of the Goods will be EXW the Company's premises in accordance with Incoterms or as otherwise agreed in writing by the Parties;
6.1.2 where the Company agrees to deliver the Goods 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 shall be payable by the Customer and the Customer shall bear all risk of loss or damage during transportation; and

6.2 Any dates quoted for delivery of the Goods and/or completion of the Services are estimates only and save as set out in Clause 6.4, the Company shall not be liable for any delay in delivery of the Goods 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 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 Goods or Services under an Order are 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 complete any Services (or any instalment thereof) the Company's liability shall be limited to payment of the Contract Price for those applicable Goods and/or the Services (or any instalment thereof) not delivered or completed subject always to the limit of liability in Clause 12.
6.5 Upon delivery of Goods and or performance of Services, Customer shall inspect these and any documentation appurtenant thereto and search for defects or other irregularities and notify Company of any such defect or other irregularity. Written notice of any defect or irregularity in the Goods 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 or completion of the Services. If the Customer does not refuse delivery of Goods or does not notify the Company accordingly, the Customer shall be deemed to have accepted the relevant Goods and/or the Services and (i) shall be bound to pay the Contract Price as if the relevant Goods and/or Services had been delivered in accordance with the Contact and (ii) may not be entitled to later reject the relevant Goods and/or Services.
6.6 If the Customer fails to take delivery of the Goods 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 delivered in accordance with Clause 6.1, invoice the Customer for the Goods in accordance with Clause 5 and store the until actual delivery and charge the Customer for all reasonable costs (including insurance) of such storage.
6.7 The risk of loss or damage of any kind in the Goods, including the risk of damage to or deterioration of the Goods during transportation or storage shall pass to the Customer when the Goods are delivered in accordance with Clause 6.1 or deemed delivered under Clause 6.6.

7. Inspection, Testing and Export

7.1 Goods 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 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 shall be extended to accommodate such additional tests.
7.2 Where Goods are supplied for export, the Customer shall be responsible for arranging for inspection of the Goods at the Company's premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment.
7.3 It is the Customer's responsibility to comply with applicable export control regulations and comply with any restrictions in the Company's export license for Goods shipped from and to the United Kingdom and/or Norway. The Customer shall be responsible for and shall save, indemnify, defend and hold harmless the Company from and against all Claims in connection with any failure by the Customer to comply with applicable export control regulations or any of the Company's export licenses arising from, relating to or in connection with the Contract.
7.4 The Customer represents that it is knowledgeable and has expertise regarding all export control laws, regulations, procedures, international sanctions, embargoes and restrictions, prohibited party lists and international shipping practices applicable to the Company or the Contract, including but not limited to the laws of the United Kingdom, the laws of Norway, the laws and regulations of the European Union/the European Economic Area, as applicable, and the laws of the United States of America ("Export Controls"), and confirms its obligations to the Company to monitor and screen all 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. The Customer shall promptly alert the Company to any violations or suspected violations of Export Controls and shall obtain all necessary licenses, 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 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 insofar 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 licenses, re-export licenses, and project licenses for a period of five (5) years from the expiration date of such license. The Customer shall make such records available to the Company upon request for inspection and copying.

8. Warranty and Liability for Goods, Equipment and Services

8.1 Subject to Clauses 8.4, 8.4.5 and 12, 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 Services will be carried out with reasonable skill and care for the duration of the Services being provided.

8.2 The Company does not warrant that (i) the Goods are fit for any particular purpose or that they will accomplish any particular results, other than those outlined in the specification in the Contract and (ii) any items or designs supplied by the Customer, either as free issue or third party supplier material, component parts, products or goods or any similar items, are sufficient for the Services to be provided by the Company. All other warranties, conditions and terms, including implied warranties by statute or common law are to the fullest extent permitted by law, excluded from the Contract.
8.3 The 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:

8.3.1 in 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;

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

8.3.2.1 reperform the defective Services within a reasonable time free of charge but in any event no later than the date of removal of the relevant Company personnel from the location for performance of the Services; or
8.3.2.2 refund the part of the Contract Price in respect of the defective Services.

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

8.4.1 the Company shall be under no liability for abnormal damage (meaning damage which could not reasonably be expected) which has resulted from use of Goods outwith good oilfield practice or for corrosion, erosion or abrasion caused by the nature of the well effluent;
8.4.2 the Company shall be under no liability in respect of any defect in the Work arising from any drawing, design or specification supplied by the Customer;
8.4.3 written notice of a breach of the warranty in Clause 8.1 must be given to the Company:

8.4.3.1 prior to the expiry of the warranty period specified in Clause 8.1.1 in the case of a breach of Clause 8.1.1; and
8.4.3.2 prior to completion of the Services in the case of a breach of Clause 8.1.2;

8.4.4 in relation to defective Goods and/or Services:

8.4.4.1 where reasonably practicable, the defective Goods 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;
8.4.4.2 where the Goods 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;
8.4.4.3 the Company shall not be liable for the costs of removal of the defective Goods or the cost of refitting any replacement or repaired Goods;
8.4.4.4 the Goods and/or Services must not have been repaired or interfered with in any way by any person not authorised by the Company;
8.4.4.5 where Goods 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 or parts thereof which are manufactured by a third party;
8.4.5 Company's liability for rectification work shall be limited to fifty percent (50 %) of the Contract Price and Company shall under no circumstance be liable for costs relating to:
8.4.5.1 Dismantling of any other objects than mentioned under Clause 8.4.4.3
8.4.5.2 Board and lodging offshore, or
8.4.5.3 Transport to, from and at any offshore location, or
8.4.5.4 Heavy lift operations offshore, or
8.4.5.5 Extra costs associated with guarantee work performed below the water line.

8.4.6 the Company shall not be liable under this Clause 8 if the Contract Price for the relevant Goods and/or Services has not been paid by the due date for payment;
8.4.7 where 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.
8.4.8 Goods repaired in accordance with this Clause 8 shall be warranted for a further twelve (12) months but in no event shall the Company's warranty extend beyond eighteen (18) months from the date of acceptance of the original Goods.
8.4.9 The rights and remedies set out in this Clause 8 represent the sole remedies available to the Customer for any defect to Goods and/or irregularities in respect of Services under an Order.

9. Title to Goods

9.1 Notwithstanding delivery and the passing of risk in any and all Goods supplied by the Company, or any other provision of the Contract, the property in the Goods shall not pass to the Customer until the Company has received full payment of the Contract Price of the Goods.
9.2 Until such time as the title in the Goods passes to the Customer, the Customer shall not be allowed to sell and transfer the Goods to anyone or otherwise dispose of them and shall hold the Goods on behalf of the Company as Company's agent and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company's property. The Company shall be entitled during business hours on reasonable prior written notice to enter upon any premises of the Customer or any third party where the Goods are stored to ensure that the provisions of the Clause are being complied with.
9.3 Until such time as the title in the Goods passes to the Customer the Company shall be entitled at any time to require the Customer to deliver the Goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
9.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain property of the Company but if the Customer does so all sums due by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) immediately become due and payable.
9.5 Where materials are supplied by the Customer for the Company to use in manufacturing Goods, the property in any unused off cuts of such materials shall vest in the Company.
9.6 As security for the due and punctual payment and performance by the Customer of each of its obligations under the Contract, hereunder in particular the payment of the Contract Price and to the extent applicable, penalty interests or other costs due to Company, the Customer hereby irrevocably and unconditionally, grants to the Company a first ranking security interest by way of a Norwegian law sales lien (Norwegian: salgspant) in accordance with the relevant provisions in the Norwegian liens act (Norwegian: panteloven) - as amended or replaced from time to time - over the Goods.

10. Indemnities

10.1 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:

10.1.1 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 (where applicable) after delivery; and
10.1.2 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.

10.2 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:

10.2.1 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 (where applicable) after delivery;
10.2.2 personal injury including death or disease to any person employed by the Customer Group and/or the Client Group; and
10.2.3 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.

10.3 The 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:

10.3.1 loss of or damage to any well or hole (including, without limitation, the cost of re-drill);
10.3.2 blowout, fire, explosion, cratering or any uncontrolled well condition (including, without limitation, the costs to control a wild well and the removal of debris);
10.3.3 damage to any reservoir, geological formation or underground strata or the loss of oil or gas therefrom;
10.3.4 any pollution or contamination of any kind including, without limitation, the cost of control, removal and clean-up;
10.3.5 damage to, or escape of any substance from, any pipeline, vessel, or storage or production facility; or
10.3.6 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.

10.4 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 Goods and shall, except as provided for in Clause 10.1, save, defend, indemnify and hold harmless the Company Group in respect of all claims, liabilities, costs (including legal costs), damages or expenses arising out of such wreck or debris.
10.5 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.
10.6 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.
10.7 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.
10.8 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.
10.9 For the purposes of this Clause 10 "third party" shall mean any party which is not a member of the Customer Group or the Company Group.
10.10 This Clause 10 shall survive termination of the Contract for any reason.

11. Intellectual Property

11.1 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.
11.2 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.
11.3 If any Claim is made against the Customer that the Goods infringe or that their use (or resale) 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 11.2 and 12, defend, indemnify and hold harmless the Customer against such Claim, provided that:

11.3.1 the Company is promptly given full control of any proceedings or negotiations in connection with any such Claim;
11.3.2 the Customer shall without undue delay give the Company all reasonable assistance for the purposes of any such proceedings or negotiations;
11.3.3 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);
11.3.4 the Customer shall do nothing 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);
11.3.5 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
11.3.6 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.

11.4 Where Goods 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 Goods and/or Services in accordance with such specification.

12. Limitation of Liability

12.1 Notwithstanding anything to the contrary within the Contract, in any event the cumulative and maximum aggregate liability of the Company to Customer Group and/or Client Group for any reason and upon any Claims whatsoever arising from, related to or in connection with the Contract (whether 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 seventy five per cent (75 %) of the Contract Price, but in no event in excess of NOK 5,000,000.
12.2 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.
12.3 This Clause 12 shall survive termination of the Contract for any reason.

13. Force Majeure

13.1 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 13, Force Majeure shall include acts or threats of war, sabotage, acts of terrorism, riots; civil commotions, strikes, lock-outs or other industrial action, acts of any governmental authority, including import or export regulations or embargoes, quarantine, earthquake, fires, storms and / or other natural physical disaster and/or maritime or aviation disasters.
13.2 In the event of a Force Majeure occurrence, the affected Party will promptly notify the other in Writing of the Force Majeure occurrence.
13.3 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.

14. Termination and Suspension

14.1 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 of its requirement to terminate the Contract.
14.2 Either Party may terminate the Contract by giving ten (10) days prior written notice 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 first Party, the other Party fails within a reasonable period of time thereafter to rectify. Additionally either Party may terminate the Contract with immediate effect by written notice to the other Party if the other Party becomes bankrupt or insolvent, or if its business is placed in the hands of an administrator, a receiver, assignee, or trustee, whether by voluntary act of the other Party or otherwise, or undergoes any proceeding analogous to the foregoing.
14.3 In the event of termination of the Contract, the Company shall cease the performance of the Work as soon as practicable. The Company shall be entitled to payment of the Contract Price for all Goods delivered and/or Services completed prior to termination.
14.4 In the event that the Customer is in breach of its obligations to pay the Contract Price under Clause 5, then in addition to Company's other rights elsewhere in the Contract and at law, the Company shall have the right to:

14.4.1 suspend the Work (including delivery of the Goods and/or completion of the Services) until such time as the Contract Price has been paid in full by the Customer; or
14.4.2 terminate the Contract with immediate effect by written notice to the Customer.

15. Confidentiality

15.1 The Customer shall not (and shall procure that its Affiliates and its officers, employees and contractors and those of its Affiliates shall not) disclosure any information of a confidential or commercially sensitive nature relating to the Company or its Affiliates or their respective businesses, technology or other affairs to any third party (or any officer or employee or contractor of the Customer except to the extent that such officer or employee or contractor requires knowledge of the same for the proper performance of the Contract) or use any such information for any purpose other than the proper performance of the Contract. The Customer shall, if so required by the Company at any time, promptly return to the Company all copies of any such information which may be in the Customer's or its officers' or employees' or contractors' possession or under their control. This Clause shall not apply to information which is, or becomes through no fault of the Customer, its officers' or employees' or contractors' part of the public domain or to any disclosure 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.

16. Governing Law and Jurisdiction

16.1 The Contract shall in all respects be construed and governed in accordance with the laws of Norway.
16.2 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 arbitration In accordance with the Norwegian arbitration act as applicable from time to time. Such dispute or difference will be determined by a single arbitrator acceptable to the Parties.
16.3 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 shall appoint one arbitrator each who shall jointly appoint a third arbitrator - being the chairman and administrator of the proceedings.
16.4 The place of arbitration shall be Stavanger and all proceedings shall be held in English.
16.5 The decision of the arbitrator shall be final and binding. 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.
16.6 Any arbitration proceedings and award shall be kept confidential by the Parties.

17. General

17.1 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.
17.2 The Company shall act as an independent contractor with respect to the Contract. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, make any Party the agent or employee of any other Party, or authorise any Party to make or enter into commitments for and on behalf of any other Party.
17.3 Any notice required or permitted to be given by either Party to the other under the Contract 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 notice or other communication shall be deemed to have been duly received if delivered personally. When left at the address referred to above or if sent by post at 8.00am on the second business day after posting or if delivered by commercial courier, on the date and at the time that the couriers delivery receipt is signed.
17.4 Any 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.
17.5 If 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. Assignment

18.1 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. Additionally, either Party may assign the Contract or any part of it or any benefit or interest in or under it to any third party, but only with the prior Written consent of the other Party which shall not be unreasonably withheld or delayed.

19. Business Ethics

19.1 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.
19.2 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.
19.3 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 having jurisdiction over the Contract.

Norway - HES Norway AS - Organic Oil Recovery

Terms and conditions

Terms and Conditions relating to the provision of Titan Organic Oil Recovery products and services

These standard terms and conditions apply to every contract for the provision of Titan Organic Oil Recovery products and services 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 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;
“Confidential Information” means any information of a confidential or commercially sensitive nature relating to the Company Group or their respective businesses, technology or other affairs which includes, but shall not be limited to, i) the results of evaluations of the Titan OOR Process and technologies undertaken by Titan and any information of a confidential nature relating to the Titan OOR Process/related products and services and the microbial families utilised by the Titan OOR Process including the genetic function they express; and ii) Titan’s geophysical and geochemical technology as it relates to microbial species and science and all Titan’s microbial related sciences, protocols and formulas that may be used in its applications; and iii) any and all information including but not limited to that of a financial, commercial or technical nature regardless of form, format or media; whether written or oral; whether communicated or obtained through meetings, documents, correspondence or inspection, which is now or at any time hereafter disclosed by the Company Group to the Customer Group and which relates to the products, services and/or business of the Customer Group including without limitation, Intellectual Property, operations, photographs, drawings, specifications, Samples, prices, market opportunities, customer affairs, business plans, intentions, new products and any other material bearing or incorporating any information relating to the products and services of the Company Group, the Titan OOR Process or the business of the Company Group.
"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 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 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;
"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 13 of the Conditions;
"Goods" means the goods (if any) to be supplied under the Contract as specified on the Order and includes, without limitation, the Sample Kits and the Nutrients;
"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, including 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, procedures, components, formulas, laboratory reports and data, software, rights in know‑how, trade or business secrets, confidential information or any process or any other similar or corresponding rights or assets, wherever existing.
“Nutrients” shall mean the nutrients supplied to the Customer if an Order is placed for the Nutrients arising out of the results of the Samples;
"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;
“Samples” means any sample or samples of fluid taken from the Customers reservoir, field and general operations.
“Sample Kits” means the sample kits provided to the Customer if an order is placed for Titan OOR Process sampling;
“Tote” shall mean the container in which the Nutrients are delivered to the Customer;
"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” means Titan Oil Recovery, Inc a corporation organised under the laws of the State of Delaware, United States of America and whose address is 9595 Wilshire Boulevard, Suite 303, Beverly Hills, California 90210 being the owners of the Titan OOR Process and a subcontractor of the Company in the supply of the Titan OOR Process.
“Titan OOR Process” means the proprietary process including know-how and trade secrets which accesses resident microbes within an oil producing reservoir and selectively stimulates that microbial community with specialised nutrient materials for the purpose of increasing both current oil production and ultimate oil recovery from the field(s).
"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 and supply of the Services; and
"Writing or Written”includes letter and e-mail unless expressly specified otherwise herein, all in accordance with Clause 17.3.

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 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 or by e-mail. 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 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.

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, 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 signed Variation.

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 ("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 change in laws or the interpretation of laws); or
4.2.2 any change in delivery dates, quantities or specifications for the Goods or Services which is requested by the Customer or failure of the Customer to give the Company adequate or timely information or instructions;
4.2.3 any changes to the Order due to Company's acceptance of a Variation;
which, in either case, occurs between the Effective Date and the delivery of the Goods and/or the provision of the Services.

4.3 The Contract Price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.
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.
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.

5. Payment Terms

5.1 The Company shall be entitled to invoice the Customer for the Contract Price on or at any time after the Company has tendered delivery of the Goods and/or completed the Services; and
5.2 Terms of payment are net thirty (30) days from invoice date unless otherwise agreed in Writing by the Parties.
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 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 Time 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 10, 14.2 and/or 14.4 to terminate or suspend (at the Company's option) the undelivered part of any Order and/or to charge interest at 2% above the applicable rate pursuant to the Norwegian act regarding interest on overdue payments, as amended or replaced from time to time (currently act no. 100/1976) on the amount overdue until payment in full is made, whether before or after judgement.
5.5 The Customer shall not be entitled under any circumstances whatsoever to set-off or counter-claim against or deduct, discount or withhold from any sum from time to time due by it to the Company any sums due by the Company to the Customer and any sums due by the Customer shall be paid by the Customer to the Company without deduction, compensation, set-off or similar whatsoever.
5.6 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.

6. Delivery, Risk and Insurance

6.1 Unless otherwise agreed by the Company in Writing or by e-mail:

6.1.1 delivery of the Goods will be DAP at named place in the Contract in accordance with Incoterms or as otherwise agreed in writing by the Parties. Return delivery of the Sample Kits shall be DAP at a named place provided by the Company in the Contract;
6.1.2. the Company shall be responsible for insuring the Goods delivered DAP to the Customer and the Customer shall be responsible for insuring the Sample Kits returned DAP to the Company. On delivery of the Nutrients, the Totes shall become the responsibility of the Customer and shall be disposed of or destroyed by the Customer unless otherwise agreed between the Parties.

6.2 Any dates quoted for delivery of the Goods and/or completion of the Services are estimates only and save as set out in Clause 6.4, the Company shall not be liable for any delay in delivery of the Goods 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 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 Goods or Services under an Order are 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 complete any Services (or any instalment thereof) the Company's liability shall be limited to payment of the Contract Price for those applicable Goods and/or the Services (or any instalment thereof) not delivered or completed subject always to the limit of liability in Clause 12.
6.5 Upon delivery of Goods 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 irregularity in the Goods 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 or completion of the Services. If the Customer does not refuse delivery of Goods or does not notify the Company accordingly, the Customer shall be deemed to have accepted the relevant Goods and/or the Services and (i) shall be bound to pay the Contract Price as if the relevant Goods and/or Services had been delivered in accordance with the Contact and (ii) may not be entitled to later reject the relevant Goods and/or Services.
6.6 If the Customer fails to take delivery of the Goods 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 delivered in accordance with Clause 6.1, invoice the Customer for the Goods in accordance with Clause 5 and store the Goods until actual delivery and charge the Customer for all reasonable costs (including insurance) of such storage.
6.7 The risk of loss or damage of any kind in the Goods, including the risk of damage to or deterioration of the Goods during transportation or storage shall pass to the Customer when the Goods are delivered in accordance with Clause 6.1 or deemed delivered under Clause 6.6.

7. Inspection, Testing and Export

7.1 Goods 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 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 shall be extended to accommodate such additional tests.
7.2 Where Goods are supplied for export, the Customer shall be responsible for arranging for inspection of the Goods at the Company's premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment.
7.3 It is the Customer's responsibility to comply with applicable export control regulations and comply with any restrictions in the Company's export licence for Goods shipped from and to the United Kingdom, the United States and/or Norway or any other country where the Goods originate. The Customer shall be responsible for and shall save, indemnify, defend and hold harmless the Company from and against all Claims in connection with any failure by the Customer to comply with applicable export control regulations or any of the Company's export licences arising from, relating to or in connection with the Contract.
7.4 The Customer represents that it is knowledgeable and has expertise regarding all export control laws, regulations, procedures, international sanctions, embargoes and restrictions, prohibited party lists and international shipping practices applicable to the Company or the Contract, including but not limited to the laws of the United Kingdom, the laws of Norway, the laws and regulations of the European Union/the European Economic Area, as applicable, and the laws of the United States of America ("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. The Customer shall promptly alert the Company to any violations or suspected violations of Export Controls and shall obtain all necessary licenses, 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 insofar 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 licenses, re-export licenses, and project licenses for a period of five (5) years from the expiration date of such license. The Customer shall make such records available to the Company upon request for inspection and copying.

8. Warranty and Liability for Goods, Equipment and Services

8.1 Subject to Clauses 8.4 and 12, 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 Services will be carried out with reasonable skill and care for the duration of the Services being provided.

8.2 The Company does not warrant that (i) the Goods are fit for any particular purpose or that they will accomplish any particular results, other than those outlined in the specification in the Contract, (ii) any items or designs supplied by the Customer, either as free issue or third party supplier material, component parts, products or goods or any similar items, are sufficient for the Services to be provided by the Company. All other warranties, conditions and terms, including implied warranties by statute or common law are to the fullest extent permitted by law, excluded from the Contract.
8.3 The 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:

8.3.1 in 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;

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

8.3.2.1 to reperform the defective Services within a reasonable time free of charge but in any event no later than the date of removal of the relevant Company personnel from the location for performance of the Services; or
8.3.2.2 refund the part of the Contract Price in respect of the defective Services.

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

8.4.1 the Company shall be under no liability for abnormal damage (meaning damage which could not reasonably be expected) which has resulted from use of Goods outwith good oilfield practice; fair wear and tear; wilful damage; negligence; improper handling, installation; operation or maintenance; abnormal working conditions; failure to follow Company’s instructions; misuse or alteration of the Goods or Services without the Company’s approval; any Goods that have had their serial number or temperature indicator altered, defaced or removed or for corrosion, erosion or abrasion caused by the nature of the well effluent or aggressive fluids.;
8.4.2 the Company shall be under no liability in respect of any defect in the Work arising from any drawing, design or specification supplied by the Customer or any inaccurate field or production data provided by the Customer Group;
8.4.3 written notice of a breach of the warranty in Clause 8.1 must be given to the Company:

8.4.3.1 prior to the expiry of the warranty period specified in Clause 8.1.1 in the case of a breach of Clause 8.1.1;
8.4.3.2 prior to completion of the Services in the case of a breach of Clause 8.1.2.

8.4.4 in relation to defective Goods and/or Services:

8.4.4.1 where reasonably practicable, the defective Goods 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;
8.4.4.2 where the Goods 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;
8.4.4.3 the Company shall not be liable for the costs of removal of the defective Goods or the cost of refitting any replacement or repaired Goods;
8.4.4.4 the Goods and/or Services must not have been repaired or interfered with in any way by any person not authorised by the Company;
8.4.4.5 where Goods 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 or parts thereof which are manufactured by a third party;

8.4.5 Company's liability for rectification work shall be limited to 50% (fifty percent) of the Contract Price and Company shall under no circumstance be liable for costs relating to:

8.4.5.1 Dismantling of any other objects, or
8.4.5.2 Board and lodging offshore, or
8.4.5.3 Transport to, from and at any offshore location, or
8.4.5.4 Heavy lift operations offshore, or
8.4.5.5 Extra costs associated with guarantee work performed below the water line.

8.4.6 the Company shall not be liable under this Clause 8 if the Contract Price for the relevant Goods and/or Services has not been paid by the due date for payment;
8.4.7 Customer acknowledges that any recommendations, interpretations, analysis or advice (“Recommendations”) or any production optimisation programme (“Programme”) proposed by the Company or its subcontractors under the Contract are opinions based on inferences from measurements, empirical observations and industry practice, and on assumptions, none of which are infallible and with respect to which professional geologists, engineers and well services consultants may differ. Accordingly, Company does not warrant the accuracy, correctness or completeness of any Recommendations or that Customer’s reliance or its Client’s reliance on such Recommendations or implementation of the Programme will produce any particular results. Customer assumes full responsibility for the use of such Recommendations or the Programme and for all decisions based thereon.
8.4.8 Any Programme proposed by the Company or its subcontractors will contain optimal timings for the application of treatments relating to the Titan OOR Process. Failure to adhere to these timings may reduce the effectiveness of the Titan OOR Process. The Company shall be under no liability for Claims relating to or arising out of the failure of the Customer to adhere to the optimal timings advised by the Company or its subcontractors (including, but not limited to, negative effects in the results).
8.4.9 The Customer is responsible for advising the Company of any changes made to the aspects of operation and/or any associated equipment prior to application as these can affect the results. The Company shall be under no liability for Claims relating to or arising out of the omission of the Customer Group in providing said information between order and application in the field (including, but not limited to, negative effects in the results).
8.4.10 The Customer is responsible for reading and complying with the Titan OOR Process Sampling Procedures - Doc No: TH-0002-0001 – (“Procedures”), which are included with the Sample Kits. The Company shall be under no liability for Claims relating to or arising out of the omission of the Customer Group in complying with the Procedures.
8.4.11 where 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.
8.4.12 Goods repaired in accordance with this Clause 8 shall be warranted for a further twelve (12) months but in no event shall the Company's warranty extent beyond eighteen (18) months from the date of acceptance of the original Goods.
8.4.13 The rights and remedies set out in this Clause 8 represent the sole remedies available to the Customer for any defect to Goods and/or irregularities in respect of Services under an Order.

9. Title to Goods

9.1 Notwithstanding delivery and the passing of risk in any and all Goods supplied by the Company, or any other provision of the Contract, the property in the Goods shall not pass to the Customer until the Company has received full payment of the Contract Price of the Goods. This excludes the Sample Kits which will, at all times, remain the property of the Company.
9.2 Until such time as the title in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company's property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business. The Company shall be entitled during business hours on reasonable prior Written notice to enter upon any premises of the Customer or any third party where the Goods are stored to ensure that the provisions of the Clause are being complied with.
9.3 Until such time as the title in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver the Goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
9.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain property of the Company but if the Customer does so all sums due by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) immediately become due and payable.
9.5 Where materials are supplied by the Customer for the Company to use in manufacturing Goods, the property in any unused off cuts of such materials shall vest in the Company.
9.6 As security for the due and punctual payment and performance by the Customer of each of its obligations under the Contract, hereunder in particular the payment of the Contract Price and to the extent applicable, penalty interests or other costs due to Company, the Customer hereby irrevocably and unconditionally, grants to the Company a first ranking security interest by way of a Norwegian law sales lien (Norwegian: salgspant) in accordance with the relevant provisions in the Norwegian liens act (Norwegian: panteloven) - as amended or replaced from time to time - over the Goods.

10. Indemnities

10.1 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:

10.1.1 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 (where applicable) after delivery; and
10.1.2 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.

10.2 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:

10.2.1 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 (where applicable) after delivery;
10.2.2 personal injury including death or disease to any person employed by the Customer Group and/or the Client Group; and
10.2.3 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.

10.3 The 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:

10.3.1 loss of or damage to any well or hole (including, without limitation, the cost of re-drill);
10.3.2 blowout, fire, explosion, cratering or any uncontrolled well condition (including, without limitation, the costs to control a wild well and the removal of debris);
10.3.3 damage to any reservoir, geological formation or underground strata or the loss of oil or gas therefrom;
10.3.4 pollution or contamination of any kind including, without limitation, the cost of control, removal and clean-up;
10.3.5 damage to, or escape of any substance from, any pipeline, vessel, or storage or production facility; or
10.3.6 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 of the Company Group.

10.4 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 Goods and shall, except as provided for in Clause 10.1, save, defend, indemnify and hold harmless the Company Group in respect of all claims, liabilities, costs (including legal costs), damages or expenses arising out of such wreck or debris.
10.5 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.
10.6 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.
10.7 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.
10.8 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.
10.9 For the purposes of this Clause 10 "third party" shall mean any party which is not a member of the Customer Group or the Company Group.
10.10 This Clause 10 shall survive termination of the Contract for any reason.

11. Intellectual Property

11.1 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 a member of the Company Group or its licensors prior to the Effective Date of the Contract shall remain the Intellectual Property of the relevant member of the Company Group or its licensors.
11.2 All Intellectual Property created or generated by the Company or its agents and/or subcontractors arising from, relating to or in connection with the performance of the Contract shall vest in the Company or the applicable subcontractor.
11.3 If any Claim is made against the Customer that the Goods infringe or that their use or resale 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 11.2 and 12, defend, indemnify and hold harmless the Customer against such Claim, provided that:

11.3.1 the Company is promptly given full control of any proceedings or negotiations in connection with any such Claim;
11.3.2 the Customer shall without undue delay give the Company all reasonable assistance for the purposes of any such proceedings or negotiations;
11.3.3 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);
11.3.4 the Customer shall do nothing 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);
11.3.5 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
11.3.6, 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.

11.4 Where Goods 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 Goods and/or Services in accordance with such specification.

12. Limitation of Liability

12.1 Notwithstanding anything to the contrary within the Contract, in any event the cumulative and maximum aggregate liability of the Company to Customer Group and/or Client Group for any reason and upon any Claims whatsoever arising from, related to or in connection with the Contract (whether 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 seventy five percent (75 %) of the Contract Price, but in no event in excess of NOK 5,000,000.
12.2 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.
12.3 This Clause 12 shall survive termination of the Contract for any reason.

13. Force Majeure

13.1 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 13, Force Majeure shall include, but not be limited to, acts or threats of war, sabotage, acts of terrorism, riots; civil commotions, strikes, lock-outs or other industrial action, acts of any governmental authority, including import or export regulations or embargoes, quarantine, earthquake, fires, storms and / or other natural physical disaster and/or maritime or aviation disasters.
13.2 In the event of a Force Majeure occurrence, the affected Party will promptly notify the other in Writing of the Force Majeure occurrence.
13.3 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.

14. Termination and Suspension

14.1 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.
14.2 Either Party may terminate the Contract by giving ten (10) days prior Written notice (not by email) 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 first Party, the other Party fails within a reasonable period of time thereafter to rectify. Additionally either Party may terminate the Contract with immediate effect by Written notice (not by email) to the other Party if the other Party becomes bankrupt or insolvent, or if its business is placed in the hands of an administrator, a receiver, assignee, or trustee, whether by voluntary act of the other Party or otherwise, or undergoes any proceeding analogous to the foregoing.
14.3 In the event of termination of the Contract, the Company shall cease the performance of the Work as soon as practicable. The Company shall be entitled to payment of the Contract Price for all Goods delivered and/or Services completed prior to termination.
14.4 In the event that the Customer is in breach of its obligations to pay the Contract Price under Clause 5, then in addition to Company's other rights elsewhere in the Contract and at law, the Company shall have the right to:
14.4.1 suspend the Work (including delivery of the Goods and/or completion of the Services) until such time as the Contract Price has been paid in full by the Customer; or
14.4.2 terminate the Contract with immediate effect by written notice to the Customer.

15. Confidentiality

15.1 The Customer shall not (and shall procure that its Affiliates and its officers, employees and contractors and those of its Group shall not) disclose any Confidential Information relating to the Company, its Group or their respective businesses, technology or other affairs to any third party (or any officer or employee or contractor of the Customer except to the extent that such officer or employee or contractor requires knowledge of the same for the proper performance of the Contract and is under the same duty of confidentiality as herein) or use any such Confidential Information for any purpose other than the proper performance of the Contract. The Customer shall, if so required by the Company at any time, promptly return to the Company all copies of any such information which may be in the Customer's or its officers' or employees' or contractors' possession or under their control. This Clause shall not apply to information which is, or becomes through no fault of the Customer, its officers' or employees' or contractors' part of the public domain or to any disclosure 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.

16. Governing Law and Jurisdiction

16.1 The Contract shall in all respects be construed and governed in accordance with the laws of Norway.
16.2 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 arbitration In accordance with the Norwegian arbitration act as applicable from time to time. Such dispute or difference will be determined by a single arbitrator acceptable to the Parties.
16.3 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 shall appoint one arbitrator each who shall jointly appoint a third arbitrator - being the chairman and administrator of the proceedings.
16.4 The place of arbitration shall be Stavanger and all proceedings shall be held in English.
16.5 The decision of the arbitrator shall be final and binding. 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.
16.6 Any arbitration proceedings and award shall be kept confidential by the Parties.

17. General

17.1 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.
17.2 The Company shall act as an independent contractor with respect to the Contract. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, make any Party the agent or employee of any other Party, or authorise any Party to make or enter into commitments for and on behalf of any other Party.
17.3 Each Party should verify the correct email address for notices prior to sending any permitted email notice under these Terms. 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 Norway time, the email shall be deemed to have been received either twelve (12) hours after the time the email was sent or 9am Norway time, whichever is earlier.
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 in a Written letter 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 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 on the second business day after posting.

17.4 Any 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.
17.5 If 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. Assignment

18.1 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. Additionally, either Party may assign the Contract or any part of it or any benefit or interest in or under it to any third party, but only with the prior Written consent of the other Party which shall not be unreasonably withheld or delayed.

19. Business Ethics

19.1 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.
19.2 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.
19.3 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 having jurisdiction over the Contract.

Holland - HES (Well Testing) BV

Sales, Service & Rentals T & Cs

Standard Terms & Conditions for Sale of Goods, Rental of Equipment and Provision of Services

These terms and conditions are registered with the Chamber of Commerce under trade registry number: 66244099

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 (WELL TESTING) BV to the exclusion of any other terms and conditions unless specifically agreed otherwise in Writing by HUNTING ENERGY SERVICES (WELL TESTING) BV.

1. Interpretation

1.1 In these Conditions:

"Affiliate" means any subsidiary or parent or holding company of any company or any other subsidiary of such parent or holding company. For the purpose of this definition, "subsidiary" (dochtervennootschap), "group company" (groepsmaatschappij) and "holding company" (houdstermaatschappij ) shall have the meanings assigned to them under Section 1 of Book 2 DCC;
"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) the Netherlands including, to the extent applicable, the Wwft (Wet ter voorkoming van witwasen en financieren van terrorisme) 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 (WELL TESTING) BV, registered under Dutch Law with registered number 66244099;
"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) direct loss within the meaning of article 6:96 DCC; 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;
"DCC" means Dutch Civil Code
"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" shall have the meaning given to it in Clause 7.4 of the Conditions;
"Force Majeure"(overmacht) 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 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.
"NAI" means Dutch Arbitration Institute in Rotterdam;
"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;
"Retention" (eigendomsvoorbehoud) shall have the meaning given to it in Clause 10.1 of the Conditions;
"Services" means the services (if any) to be supplied by the Company under the Contract as specified on the Order;
"Variation" means a change to the Contract agreed by the Parties in Writing 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.

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 or extended 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 the 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 condition that the Customer shall be liable to indemnify and reimburse the Company on demand and in full against any and 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.
2.3 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 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 Notwithstanding the terms of Clause 3, 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.

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, 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 signed Variation.

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").
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 change in laws or the interpretation of laws); or
4.2.2 any change in delivery dates, quantities or specifications for the Goods, Equipment or Services which is requested by the Customer or failure of the Customer to give the Company adequate or timely information or instructions;
which, in either case, occurs between the Effective Date and the delivery of the Goods and/or Equipment and/or the provision of the Services.

4.3 The Contract Price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.
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.
4.5 Where Equipment is supplied by way of hire, the Contract Price shall apply for the entire Hire Period and for all Equipment supplied, including back up tools. 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.
4.6 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.

5. Payment Terms

5.1 The payment terms will be agreed between the Parties in the Contract. In some instances, including Orders from new customers, the Company may require full or part advanced payments. In this case, the Company shall invoice the Customer for the advanced payment and the Customer shall be obliged to pay the invoice of the advance payment in full by the date specified in the invoice. Goods shall not be delivered until the invoice of the advance payment has been paid in full.

The Company shall not be held liable and the Customer will hold harmless the Company for any Claims arising out of or related to the late or non-payment of the Customer under this Clause 5.1 including, without limitation, any delays caused by non-delivery or late delivery by the Company.

5.2 For non-advanced payments, the Company shall be entitled to invoice the Customer for the Contract Price:
5.2.1 on or at any time after the Company has tendered delivery of the Goods and/or completed the Services; and
5.2.2 on any of a daily, weekly, monthly or yearly basis for the hire of the Equipment as notified by the Company to the Customer.
5.3 Terms of payment are net thirty (30) days from invoice date unless otherwise agreed in Writing by the Parties.
5.4 If the Customer disputes any items on any invoice in whole or in part the Customer shall notify in Writing 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 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.
5.5 Time 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 Clauses 10, 15.2 and/or 15.4 to terminate or suspend (at the Company's option) the undelivered part of any Order and/or to charge interest at 2% above the base rate of Lloyds Bank 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 from any sum from time to time due by it to the Company any sums due by the Company to the Customer and any sums due by the Customer shall be paid by the Customer to the Company without deduction, compensation, set-off or similar whatsoever.
5.6 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.

6. Delivery, Risk and Insurance

6.1 Unless otherwise agreed by the Company in Writing:

6.1.1 delivery of the Goods and/or 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.

6.2 Any dates quoted for delivery of the Goods and/or the Equipment and/or completion of the Services are estimates only and 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. Times for delivery are promised as guidelines and not as fatal terms 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 Goods, Equipment or Services under an Order are 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 for 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 Written notice of any defect 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 Contact 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.
6.8 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.

7. Inspection, 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. By accepting, the Customer acknowledges that the Goods and/or Equipment are in compliance with the Contract. 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, 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.
7.3 It is the Customer's responsibility to comply with applicable export control regulations and comply with any restrictions in the Company's export license for Goods and/or Equipment shipped from and to the United Kingdom and/or the Netherlands as the case may be. The Customer shall be responsible for and shall save, indemnify, defend and hold harmless the Company from and against all Claims in connection with any failure by the Customer to comply with applicable export control regulations or the Company's export license arising from, relating to or in connection with the Contract.
7.4 The Customer represents that it is knowledgeable and has expertise regarding all export control laws, regulations, procedures, international sanctions, embargoes and restrictions, prohibited party lists and international shipping practices applicable to the Company or the Contract, including but not limited to Dutch Law, the laws of the United Kingdom and/or the laws of the United States of America as the case may be ("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. The Customer shall promptly alert the Company to any violations or suspected violations of Export Controls and shall obtain all necessary licenses, 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 insofar 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 licenses, re-export licenses, and project licenses for a period of five (5) years from the expiration date of such license. The Customer shall make such records available to the Company upon request for inspection and copying.

8. Warranty and Liability for Goods, Equipment and Services

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.

8.2 The Company does not warrant that 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. The Customer acknowledges that no other warranties are provided than solely from the Contract.
8.3 The 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:

8.3.1 in 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;

8.3.2 in 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;

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

8.3.3.1 to reperform the defective Services within a reasonable time free of charge but in any event no later than the date of removal of the relevant Company personnel from the location for performance of the Services; or
8.3.3.2 refund the part of the Contract Price in respect of the defective Services.

8.4 The 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 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.
8.4.1 b) the Company shall be under no liability in respect of any defect arising from damage which has resulted from use of Goods and/or Equipment outwith good oilfield practice, fair wear and tear; wilful damage; negligence; improper handling; installation; operation or maintenance; abnormal working conditions; failure to follow Company’s instructions; misuse or alteration of the Goods/Equipment or Services without the Company’s approval or for corrosion, erosion or abrasion caused by the nature of the well effluent .
8.4.2 the Company shall be under no liability in respect of any defect in the Work arising from any drawing, design or specification supplied by the Customer;
8.4.3 Written notice (not email) of a breach of the warranty in Clause 8.1 must be given to the Company:

8.4.3.1 prior to the expiry of the warranty period specified in Clause 8.1.1 in the case of a breach of Clause 8.1.1;
8.4.3.2 within thirty (30) days of the Equipment becoming defective in the case of a breach of Clause 8.1.2; or
8.4.3.3 prior to completion of the Services in the case of a breach of Clause 8.1.3;

8.4.4 in relation to defective Goods and/or Equipment and/or Services:

8.4.4.1 where 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;
8.4.4.2 where 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;
8.4.4.3 the Company shall not be liable for the costs of removal of the defective Goods and/or Equipment or the cost of refitting any replacement or repaired Goods and/or Equipment;
8.4.4.4 the 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;
8.4.4.5 where 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;

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

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, not allow the Equipment to be transferred to any person or country prohibited under the laws of the United Kingdom or the United States of America or any person or country prohibited under EU or UN-sanctions;
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, fair wear and tear only excepted. 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);
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 make any alterations, modifications or technical adjustments or perform or attempt any repairs to the Equipment;
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 in respect thereof.
9.3 Equipment shall at all times remain the property of the Company.

10. Title to Goods

10.1 Notwithstanding delivery and the passing of risk in any and all Goods supplied by the Company, or any other provision of the Contract, the property in the Goods shall not pass to the Customer until the Company has received full payment of the Contract Price of the Goods ("Retention").
10.2 Until such time as the title in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's bailee (bewaarnemer) within the meaning of article 7:602 DCC, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company's property. The Company shall be entitled during business hours on reasonable prior Written notice to enter upon any premises of the Customer or any third party where the Goods are stored to ensure that the provisions of this Clause 10.2 are being complied with.
10.3 Until such time as the title in the Goods passes to the Customer the Company shall be entitled at any time to require the Customer to deliver the Goods to the Company.
10.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain property of the Company but if the Customer does so all sums due by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) immediately become due and payable. The Company shall be entitled to claim a lien or attachment on the Goods or any property of the Customer in the possession of the Company until the Company has received full payment of the Contract Price of the Goods and all other Goods agreed to be sold by the Company to the Customer for which payment is then due.
10.5 Where materials are supplied by the Customer for the Company to use in manufacturing Goods, the property in any unused off cuts of such materials shall vest in the Company.

11. Indemnities

11.1 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:

11.1.1 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;
11.1.2 personal injury including death or disease to any person employed by the Customer Group and/or the Client Group; and
11.1.3 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.

11.2 The 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:

11.2.1 loss of or damage to any well or hole (including, without limitation, the cost of re-drill);
11.2.2 blowout, fire, explosion, cratering or any uncontrolled well condition (including, without limitation, the costs to control a wild well and the removal of debris);
11.2.3 damage to any reservoir, geological formation or underground strata or the loss of oil or gas therefrom;
11.2.4 pollution or contamination of any kind including, without limitation, the cost of control, removal and clean-up;
11.2.5 damage to, or escape of any substance from, any pipeline, vessel, or storage or production facility; or
11.2.6 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 the negligence and/or breach of duty (statutory or otherwise) of any member of the Company Group.

11.3 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 Goods and/or Equipment and shall, except as provided for in Clause 11.1, save, defend, indemnify and hold harmless the Company Group in respect of all claims, liabilities, costs (including legal costs), damages or expenses arising out of such wreck or debris.
11.4 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.
11.5 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 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.
11.6 If either Party becomes aware of any incident likely to give rise to a Claim under the above indemnities, it shall notify the other within 10 days and the Parties shall co-operate fully in investigating the incident.
11.7 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.
11.8 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.
11.9 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 Goods and/or Equipment infringe 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 given full control of any proceedings or negotiations in connection with any such Claim;
12.3.2 the Customer shall 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 do nothing 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 without prejudice to any duty of the Customer under Dutch Law, 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 Goods, Equipment and/or Services in accordance with such specification.

13. Limitation of Liability

13.1 Notwithstanding anything to the contrary within the Contract, in any event the cumulative and maximum aggregate liability of the Company to Customer Group and/or Client Group for any reason and upon any Claims whatsoever arising from, related to or in connection with the Contract (whether 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 EUR 500,000 (five hundred thousand euros).
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, riots; civil commotions, strikes, lock-outs or other industrial action, acts of any governmental authority, including import or export regulations or embargoes, epidemic, pandemic and the consequences thereof, quarantine, earthquake, fires, storms and / or other natural physical disaster 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 within 10 days of the Force Majeure occurrence.
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 Written notice thereof to the other Party.

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 of its requirement to terminate the Contract.
15.2 Either Party may terminate the Contract by giving ten (10) days prior Written notice to the other Party 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 first Party, the other Party fails within a reasonable period of time thereafter to rectify. Additionally either Party may terminate the Contract with immediate effect by Written notice to the other Party if the other Party becomes bankrupt or insolvent, or if its business is placed in the hands of an administrator (bewindvoerder) or receiver (curator) whether by voluntary act of the other Party or otherwise, or undergoes any proceeding analogous to the foregoing.
15.3 In the event of termination of the Contract, the Company shall cease the performance of the Work as soon as practicable. 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.
15.4 In the event that the Customer is in breach of its obligations to pay the Contract Price under Clause 5, then in addition to Company's other rights elsewhere in the Contract and at law, the Company shall have the right to:

15.4.1 suspend the Work (including delivery of the Goods and/or Equipment and/or completion of the Services) until such time as the Contract Price has been paid in full by the Customer; or
15.4.2 terminate the Contract with immediate effect by Written notice to the Customer.

16. Confidentiality

16.1 The Customer shall not (and shall procure that its Affiliates and its officers, employees and contractors and those of its Affiliates shall not) disclose any information of a confidential or commercially sensitive nature relating to the Company or its Affiliates or their respective businesses, technology or other affairs to any third party (or any officer or employee or contractor of the Customer except to the extent that such officer or employee or contractor requires knowledge of the same for the proper performance of the Contract and is under the same duty of confidentiality as herein) or use any such information for any purpose other than the proper performance of the Contract. The Customer shall at all times be jointly and severally liable for a breach of confidentiality or any of the obligations set out herein, by any third party or officer, employee or contractor. The Customer shall, if so required by the Company at any time, promptly return to the Company all copies of any such information which may be in the Customer’s or its officers' or employees' or contractors' possession or under their control. This Clause shall not apply to information which is, or becomes through no fault of the Customer, its officers' or employees' or contractors' part of the public domain or to any disclosure 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 Dutch Law .
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 arbitration under the rules of the NAI. Such dispute or difference will be determined by a single arbitrator acceptable to the Parties.
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 list procedure provided in the rules of the NAI for the name of an alternative arbitrator.
17.4 The place of arbitration shall be Rotterdam and all proceedings shall be held in English.
17.5 The decision of the arbitrator shall be final and binding. 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.

18. General

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 shall act as an 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 any of the Parties, make any Party the agent or employee of any other Party, or authorise any Party to make or enter into commitments for and on behalf of any other Party.
18.3 Each Party should verify the correct email address for notices prior to sending any permitted email notice under these Terms. 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 Netherlands time, the email shall be deemed to have been received either twelve (12) hours after the time the email was sent or 9am Netherland’s time, whichever is earlier.
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 (not email) 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 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 with confirmation of receipt by the addressee;
(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 on the second business day after posting.
18.4 Any 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.
18.5 If 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.

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. Additionally, either Party may assign the Contract or any part of it or any benefit or interest in or under it to any third party, but only with the prior Written consent of the other Party which shall not be unreasonably withheld or delayed.

20. Business Ethics

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 having jurisdiction over the Contract.

Holland - HES BV

Sales, Service & Rentals T & Cs

Standard Terms & Conditions for Sale of Goods, Rental of Equipment and Provision of Services

These terms and conditions are registered with the Chamber of Commerce under trade registry number: 34054576

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 B.V. to the exclusion of any other terms and conditions unless specifically agreed otherwise in writing by HUNTING ENERGY SERVICES B.V.

1. Interpretation

1.1 In these Conditions:

"Affiliate" means any subsidiary or parent or holding company of any company or any other subsidiary of such parent or holding company. For the purpose of this definition, "subsidiary" (dochtervennootschap), "group company" (groepsmaatschappij) and "holding company" (houdstermaatschappij ) shall have the meanings assigned to them under Section 1 of Book 2 DCC;
"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) the Netherlands including, to the extent applicable, the Wwft (Wet ter Voorkoming van Witwasen en Financieren van Terrorisme) 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 B.V., registered under Dutch Law with registered number 34054576;
"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) direct loss within the meaning of article 6:96 DCC; 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;
"DCC" means Dutch Civil Code
"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" shall have the meaning given to it in Clause 7.4 of the Conditions;
"Force Majeure"(overmacht) 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 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.
"NAI" means Dutch Arbitration Institute in Rotterdam;
"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 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;
"Retention" (eigendomsvoorbehoud) shall have the meaning given to it in Clause 10.1 of the Conditions;
"Services" means the services (if any) to be supplied by the Company under the Contract as specified on the Order;
"Variation" means a change to the Contract agreed by the Parties in writing;
"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" includes facsimile transmission, letter and comparable means of communication but excludes e-mail unless expressly specified otherwise herein.

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 or extended 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").
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 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 or by e-mail. 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.

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, 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 signed Variation.

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 prior to the Effective Date of the Contract ("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 change in laws or the interpretation of laws); or
4.2.2 any change in delivery dates, quantities or specifications for the Goods, Equipment or Services which is requested by the Customer or failure of the Customer to give the Company adequate or timely information or instructions;
which, in either case, occurs between the Effective Date and the delivery of the Goods and/or Equipment and/or the provision of the Services.

4.3 The Contract Price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.
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.
4.5 Where Equipment is supplied by way of hire, the Contract Price shall apply for the entire Hire Period and for all Equipment supplied, including back up tools. 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.
4.6 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.

5. Payment Terms

5.1 The Company shall be entitled to invoice the Customer for the Contract Price:

5.1.1 on or at any time after the Company has tendered delivery of the Goods and/or completed the Services; and
5.1.2 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 net thirty (30) days from invoice date unless otherwise agreed in writing by the Parties.
5.3 If the Customer disputes any items on any invoice in whole or in part the Customer shall notify in writing 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 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 Time 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 Clauses 10, 15.2 and/or 15.4 to terminate or suspend (at the Company's option) the undelivered part of any Order and/or to charge interest at 2% above the base rate of Lloyds Bank on the amount overdue until payment in full is made, whether before or after judgement.
5.5 The Customer shall not be entitled under any circumstances whatsoever to set-off or counter-claim against or deduct, discount or withhold from any sum from time to time due by it to the Company any sums due by the Company to the Customer and any sums due by the Customer shall be paid by the Customer to the Company without deduction, compensation, set-off or similar whatsoever.

6. Delivery, Risk and Insurance

6.1 Unless otherwise agreed by the Company in writing or by e-mail:

6.1.1 delivery of the Goods and/or Equipment will be EXW the Company's premises in accordance with Incoterms or as otherwise agreed in writing by the Parties;
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 at the Customer's cost and expense.

6.2 Any dates quoted for delivery of the Goods and/or the Equipment and/or completion of the Services are estimates only and 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. Times for delivery are promised as guidelines and not as fatal terms 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 Goods, Equipment or Services under an Order are 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 for 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 Written notice of any defect 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 Contact 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.
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.

7. Inspection, 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. By accepting, the Customer acknowledges that the Goods and/or Equipment are in compliance with the Contract. 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, 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.
7.3 It is the Customer's responsibility to comply with applicable export control regulations and comply with any restrictions in the Company's export license for Goods and/or Equipment shipped from and to the United Kingdom and/or the Netherlands as the case may be. The Customer shall be responsible for and shall save, indemnify, defend and hold harmless the Company from and against all Claims in connection with any failure by the Customer to comply with applicable export control regulations or the Company's export license arising from, relating to or in connection with the Contract.
7.4 The Customer represents that it is knowledgeable and has expertise regarding all export control laws, regulations, procedures, international sanctions, embargoes and restrictions, prohibited party lists and international shipping practices applicable to the Company or the Contract, including but not limited to Dutch Law, the laws of the United Kingdom and/or the laws of the United States of America as the case may be ("Export Controls"), and confirms its obligations to the Company to monitor and screen all 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. The Customer shall promptly alert the Company to any violations or suspected violations of Export Controls and shall obtain all necessary licenses, 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 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 insofar 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 licenses, re-export licenses, and project licenses for a period of five (5) years from the expiration date of such license. The Customer shall make such records available to the Company upon request for inspection and copying.

8. Warranty and Liability for Goods, Equipment and Services

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;
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.

8.2 The Company does not warrant that 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. The Customer acknowledges that no other warranties are provided than solely from the Contract.
8.3 The 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:

8.3.1 in 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;

8.3.2 in 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;

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

8.3.3.1 to reperform the defective Services within a reasonable time free of charge but in any event no later than the date of removal of the relevant Company personnel from the location for performance of the Services; or
8.3.3.2 refund the part of the Contract Price in respect of the defective Services.

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

8.4.1 the Company shall be under no liability for abnormal damage (meaning damage which could not reasonably be expected) which has resulted from use of Goods and/or Equipment outwith good oilfield practice or for corrosion, erosion or abrasion caused by the nature of the well effluent;
8.4.2 the Company shall be under no liability in respect of any defect in the Work arising from any drawing, design or specification supplied by the Customer;
8.4.3 written notice of a breach of the warranty in Clause 8.1 must be given to the Company:

8.4.3.1 prior to the expiry of the warranty period specified in Clause 8.1.1 in the case of a breach of Clause 8.1.1;
8.4.3.2 within thirty (30) days of the Equipment becoming defective in the case of a breach of Clause 8.1.2; or
8.4.3.3 prior to completion of the Services in the case of a breach of Clause 8.1.3;

8.4.4 in relation to defective Goods and/or Equipment and/or Services:

8.4.4.1 where 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;
8.4.4.2 where 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;
8.4.4.3 the Company shall not be liable for the costs of removal of the defective Goods and/or Equipment or the cost of refitting any replacement or repaired Goods and/or Equipment;
8.4.4.4 the 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;
8.4.4.5 where 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;

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

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, not allow the Equipment to be transferred to any person or country prohibited under the laws of the United Kingdom or the United States of America or any person or country prohibited under EU or UN-sanctions;
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, fair wear and tear only excepted. 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);
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 make any alterations, modifications or technical adjustments or perform or attempt any repairs to the Equipment;
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 or by e-mail in respect thereof.
9.3 Equipment shall at all times remain the property of the Company.

10. Title to Goods

10.1 Notwithstanding delivery and the passing of risk in any and all Goods supplied by the Company, or any other provision of the Contract, the property in the Goods shall not pass to the Customer until the Company has received full payment of the Contract Price of the Goods ("Retention").
10.2 Until such time as the title in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's bailee (bewaarnemer) within the meaning of article 7:602 DCC, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company's property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business. The Company shall be entitled during business hours on reasonable prior written notice to enter upon any premises of the Customer or any third party where the Goods are stored to ensure that the provisions of the Clause are being complied with.
10.3 Until such time as the title in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver the Goods to the Company.
10.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain property of the Company but if the Customer does so all sums due by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) immediately become due and payable. The Company shall be entitled to claim a lien or attachment on the Goods or any property of the Customer in the possession of the Company until the Company has received full payment of the Contract Price of the Goods and all other Goods agreed to be sold by the Company to the Customer for which payment is then due.
10.5 Where materials are supplied by the Customer for the Company to use in manufacturing Goods, the property in any unused off cuts of such materials shall vest in the Company.

11. Indemnities

11.1 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:

11.1.1 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;
11.1.2 personal injury including death or disease to any person employed by the Customer Group and/or the Client Group; and
11.1.3 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.

11.2 The 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:

11.2.1 loss of or damage to any well or hole (including, without limitation, the cost of re-drill);
11.2.2 blowout, fire, explosion, cratering or any uncontrolled well condition (including, without limitation, the costs to control a wild well and the removal of debris);
11.2.3 damage to any reservoir, geological formation or underground strata or the loss of oil or gas therefrom;
11.2.4 pollution or contamination of any kind including, without limitation, the cost of control, removal and clean-up;
11.2.5 damage to, or escape of any substance from, any pipeline, vessel, or storage or production facility; or
11.2.6 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 the negligence and/or breach of duty (statutory or otherwise) of any member of the Company Group.

11.3 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 Goods and/or Equipment and shall, except as provided for in Clause 11.1, save, defend, indemnify and hold harmless the Company Group in respect of all claims, liabilities, costs (including legal costs), damages or expenses arising out of such wreck or debris.
11.4 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.
11.5 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 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.
11.6 If either Party becomes aware of any incident likely to give rise to a Claim under the above indemnities, it shall notify the other within 10 days and the Parties shall co-operate fully in investigating the incident.
11.7 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.
11.8 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.
11.9 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 Goods and/or Equipment infringe 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 given full control of any proceedings or negotiations in connection with any such Claim;
12.3.2 the Customer shall 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 do nothing 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 without prejudice to any duty of the Customer under Dutch Law, 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 Goods, Equipment and/or Services in accordance with such specification.

13. Limitation of Liability

13.1 Notwithstanding anything to the contrary within the Contract, in any event the cumulative and maximum aggregate liability of the Company to Customer Group and/or Client Group for any reason and upon any Claims whatsoever arising from, related to or in connection with the Contract (whether 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 EUR 500,000,- (five hundred thousand euros).
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 acts or threats of war, sabotage, acts of terrorism, riots; civil commotions, strikes, lock-outs or other industrial action, acts of any governmental authority, including import or export regulations or embargoes, quarantine, earthquake, fires, storms and / or other natural physical disaster 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 within 10 days of the Force Majeure occurrence.
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 of its requirement to terminate the Contract.
15.2 Either Party may terminate the Contract by giving ten (10) days prior written notice 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 first Party, the other Party fails within a reasonable period of time thereafter to rectify. Additionally either Party may terminate the Contract with immediate effect by written notice to the other Party if the other Party becomes bankrupt or insolvent, or if its business is placed in the hands of an administrator (bewindvoerder) or receiver (curator) whether by voluntary act of the other Party or otherwise, or undergoes any proceeding analogous to the foregoing.
15.3 In the event of termination of the Contract, the Company shall cease the performance of the Work as soon as practicable. 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.
15.4 In the event that the Customer is in breach of its obligations to pay the Contract Price under Clause 5, then in addition to Company's other rights elsewhere in the Contract and at law, the Company shall have the right to:
15.4.1 suspend the Work (including delivery of the Goods and/or Equipment and/or completion of the Services) until such time as the Contract Price has been paid in full by the Customer; or
15.4.2 terminate the Contract with immediate effect by written notice to the Customer.

16. Confidentiality

16.1 The Customer shall not (and shall procure that its Affiliates and its officers, employees and contractors and those of its Affiliates shall not) disclosure any information of a confidential or commercially sensitive nature relating to the Company or its Affiliates or their respective businesses, technology or other affairs to any third party (or any officer or employee or contractor of the Customer except to the extent that such officer or employee or contractor requires knowledge of the same for the proper performance of the Contract) or use any such information for any purpose other than the proper performance of the Contract. The Customer shall, if so required by the Company at any time, promptly return to the Company all copies of any such information which may be in the Customer's or its officers' or employees' or contractors' possession or under their control. This Clause shall not apply to information which is, or becomes through no fault of the Customer, its officers' or employees' or contractors' part of the public domain or to any disclosure 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 Dutch Law .
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 arbitration under the rules of the NAI. Such dispute or difference will be determined by a single arbitrator acceptable to the Parties.
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 list procedure provided in the rules of the NAI for the name of an alternative arbitrator.
17.4 The place of arbitration shall be Rotterdam and all proceedings shall be held in English.
17.5 The decision of the arbitrator shall be final and binding. 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.

18. General

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 Company shall act as an independent contractor with respect to the Contract. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, make any Party the agent or employee of any other Party, or authorise any Party to make or enter into commitments for and on behalf of any other Party.
18.3 Any notice required or permitted to be given by either Party to the other under the Contract 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 notice or other communication shall be deemed to have been duly received if delivered personally. When left at the address referred to above or if sent by post at 8.00am on the second business day after posting or if delivered by commercial courier, on the date and at the time that the couriers delivery receipt is signed.
18.4 Any 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.
18.5 If 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.

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. Additionally, either Party may assign the Contract or any part of it or any benefit or interest in or under it to any third party, but only with the prior written consent of the other Party which shall not be unreasonably withheld or delayed.

20. Business Ethics

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 having jurisdiction over the Contract.

UK - HES UK Ltd

Sales & Services T & Cs

STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS AND PROVISION OF SERVICES

These standard terms and conditions apply to every contract for the sale of goods and/or supply of services by Hunting Energy Services (UK) Limited to the exclusion of any other terms and conditions unless specifically agreed otherwise in writing by Hunting Energy Services (UK) Limited.

1. Interpretation

1.1 In these Conditions:

"Affiliate" means any subsidiary or parent or holding company and/or associated branch of any company or associated branch or any other subsidiary of such parent or holding company. For the purpose of this definition, "subsidiary" and "holding company" shall have the meanings assigned to them under Section 1159 and Schedule 6 of the Companies Act 2006, and a company shall be treated, for the purposes only of the membership requirement contained in Subsections 1159(1)(b) and (c), as a member 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; 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 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 (UK) Limited, registered under the laws of England and Wales; CRN 00908371 having its registered office at 5 Hanover Square, London, W1S 1HQ and a principal place of business at Badentoy Avenue, Badentoy Industrial Estate, Portlethen, Aberdeen, AB12 4YB, Scotland;
"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 English 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 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 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;
"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 13 of the Conditions;
"Goods" means the goods (if any) to be sold by the Company under the Contract as specified on the Order;
"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 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;
"Services" means the services (if any) to be supplied by the Company under the Contract as specified on the Order;
"Variation" means a change to the Contract agreed by the Parties in Writing;
"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 and supply of the Services; and
"Writing" includes facsimile transmission, letter and comparable means of communication but excludes e-mail unless expressly specified otherwise herein.

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 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").
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 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 or by e-mail. 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 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.

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, 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 signed Variation.

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 prior to the Effective Date of the Contract ("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 change in laws or the interpretation of laws); or
4.2.2 any change in delivery dates, quantities or specifications for the Goods or Services which is requested by the Customer or failure of the Customer to give the Company adequate or timely information or instructions;
4.2.3 any changes to the Order due to Company's acceptance of a Variation;

which, in either case, occurs between the Effective Date and the delivery of the Goods and/or the provision of the Services.
4.3 The Contract Price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.
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.
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.

5. Payment Terms

5.1 The Company shall be entitled to invoice the Customer for the Contract Price on or at any time after the Company has tendered delivery of the Goods and/or completed the Services; and
5.2 Terms of payment are net thirty (30) days from invoice date unless otherwise agreed in writing by the Parties.
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 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 Time 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 Clauses 14.2 and/or 14.4 to terminate or suspend (at the Company's option) the undelivered part of any Order and/or to charge interest at 2% above the base lending rate charged by the Company's bankers from time to time on the amount overdue until payment in full is made, whether before or after judgement.
5.5 The Customer shall not be entitled under any circumstances whatsoever to set-off or counter-claim against or deduct, discount or withhold from any sum from time to time due by it to the Company any sums due by the Company to the Customer and any sums due by the Customer shall be paid by the Customer to the Company without deduction, compensation, set-off or similar whatsoever.

6. Delivery, Risk and Insurance

6.1 Unless otherwise agreed by the Company in Writing or by e-mail:

6.1.1 delivery of the Goods will be FCA the Company's premises named in the quotation in accordance with Incoterms or as otherwise agreed in writing by the Parties;
6.1.2 where the Company agrees to deliver the Goods 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 shall be payable by the Customer and the Customer shall bear all risk of loss or damage during transportation.

6.2 Any dates quoted for delivery of the Goods and/or completion of the Services are estimates only and save as set out in Clause 6.4, the Company shall not be liable for any delay in delivery of the Goods 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 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 Goods or Services under an Order are 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 complete any Services (or any instalment thereof) the Company's liability shall be limited to payment of the Contract Price for those applicable Goods 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 irregularity in the Goods 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 or completion of the Services. If the Customer does not refuse delivery of Goods or does not notify the Company accordingly, the Customer shall be deemed to have accepted the relevant Goods and/or the Services and (i) shall be bound to pay the Contract Price as if the relevant Goods and/or Services had been delivered in accordance with the Contact and (ii) may not be entitled to later reject the relevant Goods and/or Services.
6.6 If the Customer fails to take delivery of the Goods 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 delivered in accordance with Clause 6.1, invoice the Customer for the Goods in accordance with Clause 5 and store the Goods until actual delivery and charge the Customer for all reasonable costs (including insurance) of such storage.
6.7 The risk of loss or damage of any kind in the Goods, including the risk of damage to or deterioration of the Goods during transportation or storage shall pass to the Customer when the Goods are delivered in accordance with Clause 6.1 or deemed delivered under Clause 6.6.

7. Inspection, Testing and Export

7.1 Goods 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 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 shall be extended to accommodate such additional tests.
7.2 Where Goods are supplied for export, the Customer shall be responsible for arranging for inspection of the Goods at the Company's premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment.
7.3 It is the Customer's responsibility to comply with applicable export control regulations and comply with any restrictions in the Company's export licence for Goods and/or Equipment shipped from and to the United Kingdom. The Customer shall be responsible for and shall save, indemnify and hold harmless the Company from and against all Claims in connections with any failure by the Customer to comply with applicable export control regulations or any of the Company's export licences arising from, relating to or in connection with the Contract.
7.4 The Customer represents that it is knowledgeable and has expertise regarding all export control laws, regulations, procedures, international sanctions, embargoes and restrictions, prohibited party lists and international shipping practices applicable to the Company or the Contract, including but not limited to the laws of the United Kingdom and the laws of the United States of America ("Export Controls"), and confirms its obligations to the Company to monitor and screen all 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. The Customer shall promptly alert the Company to any violations or suspected violations of Export Controls and shall obtain all necessary licenses, 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 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 insofar 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 licenses, re-export licenses, and project licenses for a period of five (5) years from the expiration date of such license. The Customer shall make such records available to the Company upon request for inspection and copying.

8. Warranty and Liability for Goods, Equipment and Services

8.1 Subject to Clauses 8.4 and 12, 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 Services will be carried out with reasonable skill and care for the duration of the Services being provided.

8.2 The Company does not warrant that (i) the Goods are fit for any particular purpose or that they will accomplish any particular results, other than those outlined in the specification in the Contract, (ii) any items or designs supplied by the Customer, either as free issue or third party supplier material, component parts, products or goods or any similar items, are sufficient for the Services to be provided by the Company. All other warranties, conditions and terms, including implied warranties by statute or common law are to the fullest extent permitted by law, excluded from the Contract.
8.3 The 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:

8.3.1 in 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;

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

8.3.2.1 to reperform the defective Services within a reasonable time free of charge but in any event no later than the date of removal of the relevant Company personnel from the location for performance of the Services; or
8.3.2.2 refund the part of the Contract Price in respect of the defective Services.

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

8.4.1 the Company shall be under no liability for abnormal damage (meaning damage which could not reasonably be expected) which has resulted from use of Goods outwith good oilfield practice or for corrosion, erosion or abrasion caused by the nature of the well effluent;
8.4.2 the Company shall be under no liability in respect of any defect in the Work arising from any drawing, design or specification supplied by the Customer;
8.4.3 written notice of a breach of the warranty in Clause 8.1 must be given to the Company:

8.4.3.1 prior to the expiry of the warranty period specified in Clause 8.1.1 in the case of a breach of Clause 8.1.1;
8.4.3.2 prior to completion of the Services in the case of a breach of Clause 8.1.2.

8.4.4 in relation to defective Goods and/or Services:

8.4.4.1 where reasonably practicable, the defective Goods 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;
8.4.4.2 where the Goods 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;
8.4.4.3 the Company shall not be liable for the costs of removal of the defective Goods or the cost of refitting any replacement or repaired Goods;
8.4.4.4 the Goods and/or Services must not have been repaired or interfered with in any way by any person not authorised by the Company;
8.4.4.5 where Goods 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 or parts thereof which are manufactured by a third party;

8.4.5 the Company shall not be liable under this Clause 8 if the Contract Price for the relevant Goods and/or Services has not been paid by the due date for payment;
8.4.6 where 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.
8.4.7 Goods repaired in accordance with this Clause 8 shall be warranted for a further twelve (12) months but in no event shall the Company's warranty extent beyond eighteen (18) months from the date of acceptance of the original Goods.
8.4.8 The 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.

9. Title to Goods

9.1 Notwithstanding delivery and the passing of risk in any and all Goods supplied by the Company, or any other provision of the Contract, the property in the Goods shall not pass to the Customer until the Company has received full payment of the Contract Price of the Goods.
9.2 Until such time as the title in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company's property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business. The Company shall be entitled during business hours on reasonable prior written notice to enter upon any premises of the Customer or any third party where the Goods are stored to ensure that the provisions of the Clause are being complied with.
9.3 Until such time as the title in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver the Goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
9.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain property of the Company but if the Customer does so all sums due by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) immediately become due and payable. The Company shall be entitled to claim a lien or attachment on the Goods or any property of the Customer in the possession of the Company until the Company has received full payment of the Contract Price of the Goods and all other Goods agreed to be sold by the Company to the Customer for which payment is then due.
9.5 Where materials are supplied by the Customer for the Company to use in manufacturing Goods, the property in any unused off cuts of such materials shall vest in the Company.

10. Indemnities

10.1 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:

10.1.1 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 (where applicable) after delivery; and
10.1.2 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.

10.2 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:

10.2.1 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 (where applicable) after delivery;
10.2.2 personal injury including death or disease to any person employed by the Customer Group and/or the Client Group; and
10.2.3 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.

10.3 The 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:

10.3.1 loss of or damage to any well or hole (including, without limitation, the cost of re-drill);
10.3.2 blowout, fire, explosion, cratering or any uncontrolled well condition (including, without limitation, the costs to control a wild well and the removal of debris);
10.3.3 damage to any reservoir, geological formation or underground strata or the loss of oil or gas therefrom;
10.3.4 pollution or contamination of any kind including, without limitation, the cost of control, removal and clean-up;
10.3.5 damage to, or escape of any substance from, any pipeline, vessel, or storage or production facility; or
10.3.6 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 of the Company Group.

10.4 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 Goods and shall, except as provided for in Clause 10.1, save, defend, indemnify and hold harmless the Company Group in respect of all claims, liabilities, costs (including legal costs), damages or expenses arising out of such wreck or debris.
10.5 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.
10.6 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.
10.7 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.
10.8 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.
10.9 For the purposes of this Clause 10 "third party" shall mean any party which is not a member of the Customer Group or the Company Group.
10.10 This Clause 10 shall survive termination of the Contract for any reason.

11. Intellectual Property

11.1 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.
11.2 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.
11.3 If any Claim is made against the Customer that the Goods infringe or that their use or resale 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 11.2 and 12, defend, indemnify and hold harmless the Customer against such Claim, provided that:

11.3.1 the Company is promptly given full control of any proceedings or negotiations in connection with any such Claim;
11.3.2 the Customer shall without undue delay give the Company all reasonable assistance for the purposes of any such proceedings or negotiations;
11.3.3 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);
11.3.4 the Customer shall do nothing 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);
11.3.5 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
11.3.6 without prejudice to any duty of the Customer at common law, 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.

11.4 Where Goods 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 Goods and/or Services in accordance with such specification.

12. Limitation of Liability

12.1 Notwithstanding anything to the contrary within the Contract, in any event the cumulative and maximum aggregate liability of the Company to Customer Group and/or Client Group for any reason and upon any Claims whatsoever arising from, related to or in connection with the Contract (whether 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 GBP (£500,000).
12.2 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.
12.3 This Clause 12 shall survive termination of the Contract for any reason.

13. Force Majeure

13.1 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 13, Force Majeure shall include acts or threats of war, sabotage, acts of terrorism, riots; civil commotions, strikes, lock-outs or other industrial action, acts of any governmental authority, including import or export regulations or embargoes, quarantine, earthquake, fires, storms and / or other natural physical disaster and/or maritime or aviation disasters.
13.2 In the event of a Force Majeure occurrence, the affected Party will promptly notify the other in Writing of the Force Majeure occurrence.
13.3 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.

14. Termination and Suspension

14.1 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 of its requirement to terminate the Contract.
14.2 Either Party may terminate the Contract by giving ten (10) days prior written notice 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 first Party, the other Party fails within a reasonable period of time thereafter to rectify. Additionally either Party may terminate the Contract with immediate effect by written notice to the other Party if the other Party becomes bankrupt or insolvent, or if its business is placed in the hands of an administrator, a receiver, assignee, or trustee, whether by voluntary act of the other Party or otherwise, or undergoes any proceeding analogous to the foregoing.
14.3 In the event of termination of the Contract, the Company shall cease the performance of the Work as soon as practicable. The Company shall be entitled to payment of the Contract Price for all Goods delivered and/or Services completed prior to termination.
14.4 In the event that the Customer is in breach of its obligations to pay the Contract Price under Clause 5, then in addition to Company's other rights elsewhere in the Contract and at law, the Company shall have the right to:
14.4.1 suspend the Work (including delivery of the Goods and/or completion of the Services) until such time as the Contract Price has been paid in full by the Customer; or
14.4.2 terminate the Contract with immediate effect by written notice to the Customer.

15. Confidentiality

15.1 The Customer shall not (and shall procure that its Affiliates and its officers, employees and contractors and those of its Affiliates shall not) disclosure any information of a confidential or commercially sensitive nature relating to the Company or its Affiliates or their respective businesses, technology or other affairs to any third party (or any officer or employee or contractor of the Customer except to the extent that such officer or employee or contractor requires knowledge of the same for the proper performance of the Contract) or use any such information for any purpose other than the proper performance of the Contract. The Customer shall, if so required by the Company at any time, promptly return to the Company all copies of any such information which may be in the Customer's or its officers' or employees' or contractors' possession or under their control. This Clause shall not apply to information which is, or becomes through no fault of the Customer, its officers' or employees' or contractors' part of the public domain or to any disclosure 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.

16. Governing Law and Jurisdiction

16.1 The Contract shall in all respects be construed and governed in accordance with the laws of England and Wales.
16.2 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 arbitration under the rules of the London Court of International Arbitration. Such dispute or difference will be determined by a single arbitrator acceptable to the Parties.
16.3 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 Confederation of British Industry for the name of an alternative arbitrator.
16.4 The place of arbitration shall be London and all proceedings shall be held in English.
16.5 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.

17. General

17.1 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.
17.2 The Company shall act as an independent contractor with respect to the Contract. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, make any Party the agent or employee of any other Party, or authorise any Party to make or enter into commitments for and on behalf of any other Party.
17.3 Any notice required or permitted to be given by either Party to the other under the Contract 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 notice or other communication shall be deemed to have been duly received if delivered personally. When left at the address referred to above or if sent by post at 8.00am on the second business day after posting or if delivered by commercial courier, on the date and at the time that the couriers delivery receipt is signed.
17.4 Any 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.
17.5 If 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.
17.6 The Contracts (Rights of Third Parties) Act 1999 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 or 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. Assignment

18.1 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. Additionally, either Party may assign the Contract or any part of it or any benefit or interest in or under it to any third party, but only with the prior Written consent of the other Party which shall not be unreasonably withheld or delayed.

19. Business Ethics

19.1 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.
19.2 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.
19.3 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 having jurisdiction over the Contract.

UK - HES WI Ltd

Sales & Services T & Cs

STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS AND PROVISION OF SERVICES

These standard terms and conditions apply to every contract for the sale of goods and/or supply of services by Hunting Energy Services Limited to the exclusion of any other terms and conditions unless specifically agreed otherwise in writing by Hunting Energy Services Limited.

1. Interpretation

1.1 In these Conditions:

"Affiliate" means any subsidiary or parent or holding company or associated branch of any company and/or associated branch or any other subsidiary of such parent or holding company. For the purpose of this definition, "subsidiary" and "holding company" shall have the meanings assigned to them under Section 1159 and Schedule 6 of the Companies Act 2006, and a company shall be treated, for the purposes only of the membership requirement contained in Subsections 1159(1)(b) and (c), as a member 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; 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 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 Limited, registered under the laws of Scotland; CRN SC095310 having its registered office and principal place of business at Badentoy Avenue, Badentoy Industrial Estate, Portlethen, Aberdeen, AB12 4YB, Scotland
"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 English 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 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 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;
"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 13 of the Conditions;
"Goods" means the goods (if any) to be sold by the Company under the Contract as specified on the Order;
"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;
"Services" means the services (if any) to be supplied by the Company under the Contract as specified on the Order;
"Variation" means a change to the Contract agreed by the Parties in Writing (not email);
“Value Added Tax” means any value added tax (“VAT”) or similar/equivalent payable to any authority in respect of transactions and includes, without limitation, any other form of taxation that may be applicable to the Contract.
"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 and, supply of the Services; and
"Writing" or “Written” includes e-mail unless expressly specified otherwise herein.

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 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 condition that the Customer shall be liable to indemnify and reimburse the Company on demand and in full against any and 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.
2.3 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 Customer 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.

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, 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 signed Variation.

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").
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 change in laws or the interpretation of laws); or

4.2.2 any change in delivery dates, quantities or specifications for the Goods or Services which is requested by the Customer or failure of the Customer to give the Company adequate or timely information or instructions;
4.2.3 any other changes to the Order due to Company's acceptance of a Variation;
which, in either case, occurs between the Effective Date and the delivery of the Goods and/or the provision of the Services.

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 VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly if VAT is or becomes chargeable (including deemed to be chargeable) on any supply made by the Company to any party under the Contract and the Company is required to account to the relevant tax authority for VAT on that supply, 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 VAT becomes due to be paid by the Company if earlier) an amount equal to the amount of that VAT (and the Company must promptly provide an appropriate VAT 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 VAT, save to the extent that Company reasonably determines that it is entitled to credit or repayment in respect of such VAT 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.
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.

5. Payment Terms

5.1 The Company shall be entitled to invoice the Customer for the Contract Price:

5.1.1 on or at any time after the Company has tendered delivery of the Goods and/or completed the Services.

5.2 Terms of payment are net thirty (30) days from invoice date unless otherwise agreed in writing by the Parties.
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 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 Time 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 Clauses 14.2 and/or 14.4 to terminate or suspend (at the Company's option) the undelivered part of any Order and/or to charge interest at 2% above the base rate of Lloyds Bank on the amount overdue until payment in full is made, whether before or after judgement.
5.5 The Customer shall not be entitled under any circumstances whatsoever to set-off or counter-claim against or deduct, discount or withhold from any sum from time to time due by it to the Company any sums due by the Company to the Customer and any sums due by the Customer shall be paid by the Customer to the Company without deduction, compensation, set-off or similar whatsoever.
5.6 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 . 'Tax', as used herein, means any tax, levy, duty charge or fee except VAT which is covered in Clause 4.3.

6. Delivery, Risk and Insurance

6.1 Unless otherwise agreed by the Company in Writing:

6.1.1 delivery of the Goods will be FCA the Company's premises named in the Quotation in accordance with Incoterms or as otherwise agreed in writing by the Parties.

6.1.2 where the Company agrees to deliver the Goods 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 shall be payable by the Customer and the Customer shall bear all risk of loss or damage during transportation.
6.2 Any dates quoted for delivery of the Goods and/or completion of the Services are estimates only and save as set out in Clause 6.4, the Company shall not be liable for any delay in delivery of the Goods 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 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 Goods or Services under an Order are 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 complete any Services (or any instalment thereof) the Company's liability shall be limited to payment of the Contract Price for those applicable Goods and/or the Services (or any instalment thereof) not delivered or completed subject always to the limit of liability in Clause 12.
6.5 Upon delivery of Goods 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 irregularity in the Goods 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 or completion of the Services. If the Customer does not refuse delivery of Goods or does not notify the Company accordingly, the Customer shall be deemed to have accepted the relevant Goods and/or the Services and (i) shall be bound to pay the Contract Price as if the relevant Goods and/or Services had been delivered in accordance with the Contact and (ii) may not be entitled to later reject the relevant Goods and/or Services.
6.6 If the Customer fails to take delivery of the Goods 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 delivered in accordance with Clause 6.1, invoice the Customer for the Goods in accordance with Clause 5 and store the Goods 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, including the risk of damage to or deterioration of the Goods during transportation or storage shall pass to the Customer when the Goods are delivered in accordance with Clause 6.1 or deemed delivered under Clause 6.6.

7. Inspection, Testing and Export

7.1 Goods 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 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 shall be extended to accommodate such additional tests.
7.2 Where Goods are supplied for export, the Customer shall be responsible for arranging for inspection of the Goods at the Company's premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment.
7.3 It is the Customer's responsibility to comply with applicable export control regulations and comply with any restrictions in the Company's export licence for Goods shipped from and to the United Kingdom. The Customer shall be responsible for and shall save, defend, indemnify and hold harmless the Company from and against all Claims in connection with any failure by the Customer to comply with applicable export control regulations or any of the Company's export licences arising from, relating to or in connection with the Contract.
7.4 The Customer represents that it is knowledgeable and has expertise regarding all export control laws, regulations, procedures, international sanctions, embargoes and restrictions, prohibited party lists and international shipping practices applicable to the Company 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 of the United States of America ("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. 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.

8. Warranty and Liability for Goods, Equipment and Services

8.1 Subject to Clauses 8.4 and 12, 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 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 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, component parts, products or goods or any similar items are sufficient for the Services to be provided by the Company.
All other warranties, conditions and terms, including implied warranties by statute or common law are to the fullest extent permitted by law, excluded from the Contract.

8.3 The 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:

8.3.1 in 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;

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

8.3.2.1 reperform the defective Services within a reasonable time free of charge but in any event no later than the date of removal of the relevant Company personnel from the location for performance of the Services; or
8.3.2.2 refund the part of the Contract Price in respect of the defective Services.

8.4 The 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 are required for use 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 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 are delivered or the Services are performed.
8.4.1 b) the Company shall be under no liability in respect of any defect arising from abnormal damage (meaning damage which could not reasonably be expected) which has resulted from use of Goods outwith good oilfield practice, fair wear and tear; wilful damage; negligence; improper handling; installation; operation or maintenance; abnormal working conditions; failure to follow Company’s instructions; misuse or alteration of the Goods or Services without the Company’s approval or for corrosion, erosion or abrasion caused by the nature of the well effluent.
8.4.2 the Company shall be under no liability in respect of any defect in the Work arising from any drawing, design or specification supplied by the Customer;
8.4.3 Written notice (not email) of a breach of the warranty in Clause 8.1 must be given to the Company:

8.4.3.1 prior to the expiry of the warranty period specified in Clause 8.1.1 in the case of a breach of Clause 8.1.1;
8.4.3.2 prior to completion of the Services in the case of a breach of Clause 8.1.2.

8.4.4 in relation to defective Goods and/or Services:

8.4.4.1 where reasonably practicable, the defective Goods 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;
8.4.4.2 where the Goods 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;
8.4.4.3 the Company shall not be liable for the costs of removal of the defective Goods or the cost of refitting any replacement or repaired Goods;
8.4.4.4 the Goods and/or Services must not have been repaired or interfered with in any way by any person not authorised by the Company;
8.4.4.5 where Goods 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 or parts thereof which are manufactured by a third party;

8.4.5 the Company shall not be liable under this Clause 8 if the Contract Price for the relevant Goods and/or Services has not been paid by the due date for payment;
8.4.6 where 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.
8.4.7 Goods repaired in accordance with this Clause 8 shall be warranted for a further twelve (12) months but in no event shall the Company's warranty extent beyond eighteen (18) months from the date of acceptance of the original Goods.
8.4.8 The rights and remedies set out in this Clause 8 represent the sole remedies available to the Customer for any defect to Goods and or irregularities in respect of Services under an Order.

9. Title to Goods

9.1 Notwithstanding delivery and the passing of risk in any and all Goods supplied by the Company, or any other provision of the Contract, the property in the Goods shall not pass to the Customer until the Company has received full payment of the Contract Price of the Goods.
9.2 Until such time as the title in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company's property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business. The Company shall be entitled during business hours on reasonable prior Written notice to enter upon any premises of the Customer or any third party where the Goods are stored to ensure that the provisions of the Clause are being complied with.
9.3 Until such time as the title in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver the Goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
9.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain property of the Company but if the Customer does so all sums due by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) immediately become due and payable. The Company shall be entitled to claim a lien or attachment on the Goods or any property of the Customer in the possession of the Company until the Company has received full payment of the Contract Price of the Goods and all other Goods agreed to be sold by the Company to the Customer for which payment is then due.
9.5 Where materials are supplied by the Customer for the Company to use in manufacturing Goods, the property in any unused off cuts of such materials shall vest in the Company.

10. Indemnities

10.1 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:

10.1.1 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 (where applicable) after delivery; and
10.1.2 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.

10.2 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:

10.2.1 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 (where applicable) after delivery;
10.2.2 personal injury including death or disease to any person employed by the Customer Group and/or the Client Group; and
10.2.3 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.

10.3 The 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:

10.3.1 loss of or damage to any well or hole (including, without limitation, the cost of re-drill);
10.3.2 blowout, fire, explosion, cratering or any uncontrolled well condition (including, without limitation, the costs to control a wild well and the removal of debris);
10.3.3 damage to any reservoir, geological formation or underground strata or the loss of oil or gas therefrom;
10.3.4 pollution or contamination of any kind including, without limitation, the cost of control, removal and clean-up;
10.3.5 damage to, or escape of any substance from, any pipeline, vessel, or storage or production facility; or
10.3.6 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.

10.4 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 Goods and shall, except as provided for in Clause 10.1, save, defend, indemnify and hold harmless the Company Group in respect of all claims, liabilities, costs (including legal costs), damages or expenses arising out of such wreck or debris.
10.5 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.
10.6 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.
10.7 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.
10.8 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.
10.9 For the purposes of this Clause 10 "third party" shall mean any party which is not a member of the Customer Group or the Company Group.
10.10 This Clause 10 shall survive termination of the Contract for any reason.

11. Intellectual Property

11.1 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.
11.2 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.
11.3 If any Claim is made against the Customer that the Goods infringe 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 11.2 and 12, defend, indemnify and hold harmless the Customer against such Claim, provided that:

11.3.1 the Company is promptly given full control of any proceedings or negotiations in connection with any such Claim;
11.3.2 the Customer shall without undue delay give the Company all reasonable assistance for the purposes of any such proceedings or negotiations;
11.3.3 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);
11.3.4 the Customer shall do nothing 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);
11.3.5 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
11.3.6 without prejudice to any duty of the Customer at common law, 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.

11.4 Where Goods 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 Goods and/or Services in accordance with such specification.

12. Limitation of Liability

12.1 Notwithstanding anything to the contrary within the Contract, in any event the cumulative and maximum aggregate liability of the Company to Customer Group and/or Client Group for any reason and upon any Claims whatsoever arising from, related to or in connection with the Contract (whether 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 GBP (£500,000).
12.2 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.
12.3 This Clause 12 shall survive termination of the Contract for any reason.

13. Force Majeure

13.1 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 13, Force Majeure shall include, but shall not be limited to, acts or threats of war, sabotage, acts of terrorism, riots; civil commotions, strikes, lock-outs or other industrial action, acts of any governmental authority, including import or export regulations or embargoes, epidemic, pandemic and the consequences thereof, quarantine, earthquake, fires, storms and / or other natural physical disaster and/or maritime or aviation disasters.
13.2 In the event of a Force Majeure occurrence, the affected Party will promptly notify the other in Writing of the Force Majeure occurrence.
13.3 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.

14. Termination and Suspension

14.1 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.
14.2 Either Party may terminate the Contract by giving ten (10) days prior Written notice (not by email) 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 first Party, the other Party fails within a reasonable period of time thereafter to rectify. Additionally either Party may terminate the Contract with immediate effect by Written notice (not by email) to the other Party if the other Party becomes bankrupt or insolvent, or if its business is placed in the hands of an administrator, a receiver, assignee, or trustee, whether by voluntary act of the other Party or otherwise, or undergoes any proceeding analogous to the foregoing.
14.3 In the event of termination of the Contract, the Company shall cease the performance of the Work as soon as practicable. The Company shall be entitled to payment of the Contract Price for all Goods delivered and/or Services completed prior to termination.
14.4 In the event that the Customer is in breach of its obligations to pay the Contract Price under Clause 5, then in addition to Company's other rights elsewhere in the Contract and at law, the Company shall have the right to:

14.4.1 suspend the Work (including delivery of the Goods and/or completion of the Services) until such time as the Contract Price has been paid in full by the Customer; or
14.4.2 terminate the Contract with immediate effect by written notice to the Customer.

15. Confidentiality

15.1 The Customer shall not (and shall procure that its Affiliates and its officers, employees and contractors and those of its Affiliates shall not) disclose any information of a confidential or commercially sensitive nature relating to the Company or its Affiliates or their respective businesses, technology or other affairs to any third party (or any officer or employee or contractor of the Customer except to the extent that such officer or employee or contractor requires knowledge of the same for the proper performance of the Contract and is under the same duty of confidentiality as herein) or use any such information for any purpose other than the proper performance of the Contract. The Customer shall, if so required by the Company at any time, promptly return to the Company all copies of any such information which may be in the Customer's or its officers' or employees' or contractors' possession or under their control. This Clause shall not apply to information which is, or becomes through no fault of the Customer, its officers' or employees' or contractors' part of the public domain or to any disclosure 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.

16. Governing Law and Jurisdiction

16.1 The Contract shall in all respects be construed and governed in accordance with the laws of England and Wales.
16.2 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 arbitration under the rules of the London Court of International Arbitration. Such dispute or difference will be determined by a single arbitrator acceptable to the Parties.
16.3 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 Confederation of British Industry for the name of an alternative arbitrator.
16.4 The place of arbitration shall be London and all proceedings shall be held in English.
16.5 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.

17. General

17.1 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.
17.2 The Parties act as an 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 any of the Parties, make any Party the agent or employee of any other Party, or authorise any Party to make or enter into commitments for and on behalf of any other Party.
17.3 Each Party should verify the correct email address for notices prior to sending any permitted email notice under these Terms. 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 UK time, the email shall be deemed to have been received either twelve (12) hours after the time the email was sent or 9am UK 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 UK time on the second business day after posting.

17.4 Any 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.
17.5 If 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.
17.6 The Contracts (Rights of Third Parties) Act 1999 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 or 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. Assignment

18.1 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. Additionally, either Party may assign the Contract or any part of it or any benefit or interest in or under it to any third party, but only with the prior Written consent of the other Party which shall not be unreasonably withheld or delayed.

19. Business Ethics

19.1 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.
19.2 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.
19.3 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 having jurisdiction over the Contract.

UK - HES WI Ltd - Titan Products

Sales & Services T & Cs

Standard Terms and Conditions for Sale of Goods and Provision of Services

1. Interpretation

1.1 In these Conditions:

"Affiliate" means any subsidiary or parent or holding company and/or associated branch of any company or associated branch or any other subsidiary of such parent or holding company. For the purpose of this definition, "subsidiary" and "holding company" shall have the meanings assigned to them under Section 1159 and Schedule 6 of the Companies Act 2006, and a company shall be treated, for the purposes only of the membership requirement contained in Subsections 1159(1)(b) and (c), as a member 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; 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 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 Limited, registered under the laws of Scotland; CRN SC095310 having its registered office and principal place of business at Badentoy Avenue, Badentoy Industrial Estate, Portlethen, Aberdeen, AB12 4YB, Scotland and Hillhead of Clinterty, Tyrebagger, Bucksburn, Aberdeen.
"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 English 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 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 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;
"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 13 of the Conditions;
"Goods" means the goods (if any) including Titan Goods to be sold by the Company under the Contract as specified on the Order;
"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;
"Parties" shall mean the Customer and the Company 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;
"Services" means the services (if any) to be supplied by the Company under the Contract as specified on the Order;
"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 baskets 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;
"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 and supply of the Services; and
"Writing" includes facsimile transmission, letter and comparable means of communication but excludes e-mail unless expressly specified otherwise herein.

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 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").
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 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 or by e-mail. 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 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.

3. Variation

3.1 Once accepted, an Order is non-cancellable. 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, 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 signed Variation.

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 prior to the Effective Date of the Contract ("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 change in laws or the interpretation of laws); or
4.2.2 any change in delivery dates, quantities or specifications for the Goods or Services which is requested by the Customer or failure of the Customer to give the Company adequate or timely information or instructions;

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

which, in either case, occurs between the Effective Date and the delivery of the Goods and/or the provision of the Services.
4.3 The Contract Price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.
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.
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.

5. Payment Terms

5.1 The Company shall be entitled to invoice the Customer for the Contract Price on or at any time after the Company has tendered delivery of the Goods and/or completed the Services; and
5.2 Terms of payment are net thirty (30) days from invoice date unless otherwise agreed in writing by the Parties.
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 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 Time 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 Clauses 14.2 and/or 14.4 to terminate or suspend (at the Company's option) the undelivered part of any Order and/or to charge interest at 2% above the base rate of Lloyds Bank on the amount overdue until payment in full is made, whether before or after judgement.
5.5 The Customer shall not be entitled under any circumstances whatsoever to set-off or counter-claim against or deduct, discount or withhold from any sum from time to time due by it to the Company any sums due by the Company to the Customer and any sums due by the Customer shall be paid by the Customer to the Company without deduction, compensation, set-off or similar whatsoever.

6. Delivery, Risk and Insurance

6.1 Unless otherwise agreed by the Company in Writing or by e-mail:

6.1.1 delivery of the Goods will be FCA the Company's premises named in the quotation in accordance with Incoterms or as otherwise agreed in writing by the Parties.
6.1.2 where the Company agrees to deliver the Goods 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 shall be payable by the Customer and the Customer shall bear all risk of loss or damage during transportation.

6.2 Any dates quoted for delivery of the Goods and/or completion of the Services are estimates only and save as set out in Clause 6.4, the Company shall not be liable for any delay in delivery of the Goods 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 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 Goods or Services under an Order are 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 complete any Services (or any instalment thereof) the Company's liability shall be limited to payment of the Contract Price for those applicable Goods 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 irregularity in the Goods 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 or completion of the Services. If the Customer does not refuse delivery of Goods or does not notify the Company accordingly, the Customer shall be deemed to have accepted the relevant Goods and/or the Services and (i) shall be bound to pay the Contract Price as if the relevant Goods and/or Services had been delivered in accordance with the Contact and (ii) may not be entitled to later reject the relevant Goods and/or Services.
6.6 If the Customer fails to take delivery of the Goods 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 delivered in accordance with Clause 6.1, invoice the Customer for the Goods in accordance with Clause 5 and store the Goods until actual delivery and charge the Customer for all reasonable costs (including insurance) of such storage.
6.7 The risk of loss or damage of any kind in the Goods, including the risk of damage to or deterioration of the Goods during transportation or storage shall pass to the Customer when the Goods are delivered in accordance with Clause 6.1 or deemed delivered under Clause 6.6.

7. Inspection, Testing and Export

7.1 Goods 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 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 shall be extended to accommodate such additional tests.
7.2 Where the Company is carrying out 'gun loading' operations on behalf of and as instructed by the Customer, of Titan Goods only, the Customer shall be required to witness such gun loading operations and shall be deemed as accepting the Goods on completion of the gun loading service. The Company shall have no liability for any claim in respect of any defect in the Titan Goods or the Service which should have been apparent on witnessing the gun loading.
7.3 Where Goods are supplied for export, the Customer shall be responsible for arranging for inspection of the Goods at the Company's premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment.
7.4 It is the Customer's responsibility to comply with applicable export control regulations and comply with any restrictions in the Company's export license for Goods shipped from and to the United Kingdom. The Customer shall be responsible for and shall save, indemnify, defend and hold harmless the Company from and against all Claims in connection with any failure by the Customer to comply with applicable export control regulations or the Company's export license arising from, relating to or in connection with the Contract.
7.5 The Customer represents that it is knowledgeable and has expertise regarding all export control laws, regulations, procedures, international sanctions, embargoes and restrictions, prohibited party lists and international shipping practices applicable to the Company or the Contract, including but not limited to the laws of the United Kingdom and the laws of the United States of America ("Export Controls"), and confirms its obligations to the Company to monitor and screen all 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. The Customer shall promptly alert the Company to any violations or suspected violations of Export Controls and shall obtain all necessary licenses, 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 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 insofar 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 licenses, re-export licenses, and project licenses for a period of five (5) years from the expiration date of such license. The Customer shall make such records available to the Company upon request for inspection and copying.

8. Warranty and Liability for Goods, Equipment and Services

8.1 Subject to Clauses 8.4 and 12, the Company warrants that:

8.1.1 with the exception of the following Titan Goods (i) subsurface equipment which is warranted for 90 days after receipt by Customer and (ii) the photomultiplier tubes ("PMT") supplied as component parts of scintillation or nuclear detector devices which shall conform to their specifications and be free from defects in workmanship, materials and manufacture at the point of delivery all other Goods supplied pursuant to the Contract 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 Services will be carried out with reasonable skill and care for the duration of the Services being provided.

8.2 The Company does not warrant that (i) the Goods are fit for any particular purpose or that they will accomplish any particular results, other than those outlined in the specification in the Contract, (ii) any items or designs supplied by the Customer, either as free issue or third party supplier material, component parts, products or goods or any similar items, are sufficient for the Services to be provided by the Company. All other warranties, conditions and terms, including implied warranties by statute or common law are to the fullest extent permitted by law, excluded from the Contract.
8.3 The 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:

8.3.1 in 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;

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

8.3.2.1 to reperform the defective Services within a reasonable time free of charge but in any event no later than the date of removal of the relevant Company personnel from the location for performance of the Services; or
8.3.2.2 refund the part of the Contract Price in respect of the defective Services.

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

8.4.1 the Company shall be under no liability for abnormal damage (meaning damage which could not reasonably be expected) which has resulted from use of Goods outwith good oilfield practice or for corrosion, erosion or abrasion caused by the nature of the well effluent;
8.4.2 the Company shall be under no liability where subsurface electronic equipment has been utilised in a down-hole drilling environment as MWD or LWD operations;
8.4.3 the Company shall be under no liability in respect of any defect in the Work arising from any drawing, design or specification supplied by the Customer;
8.4.4 written notice of a breach of the warranty in Clause 8.1 must be given to the Company:

8.4.4.1 prior to the expiry of the warranty period specified in Clause 8.1.1 in the case of a breach of Clause 8.1.1;
8.4.4.2 prior to completion of the Services in the case of a breach of Clause 8.1.2.

8.4.5 in relation to defective Goods and/or Services:

8.4.5.1 for Titan Goods, the Customer must comply with the Company's Return Material Authorisation ("RMA") which will be made available on request;
8.4.5.2 for all other Goods (excluding Titan Goods), where reasonably practicable, the defective Goods 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;
8.4.5.3 where the Goods 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;
8.4.5.4 the Company shall not be liable for the costs of removal of the defective Goods or the cost of refitting any replacement or repaired Goods;
8.4.5.5 the Goods and/or Services must not have been repaired or interfered with in any way by any person not authorised by the Company;
8.4.5.6 where Goods 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 or parts thereof which are manufactured by a third party;

8.4.6 the Company shall not be liable under this Clause 8 if the Contract Price for the relevant Goods and/or Services has not been paid by the due date for payment;
8.4.7 where 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.
8.4.8 Goods repaired in accordance with this Clause 8 shall be warranted for a further twelve (12) months but in no event shall the Company's warranty extent beyond eighteen (18) months from the date of acceptance of the original Goods.
8.4.9 The 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.

9. Title to Goods

9.1 Notwithstanding delivery and the passing of risk in any and all Goods supplied by the Company, or any other provision of the Contract, the property in the Goods shall not pass to the Customer until the Company has received full payment of the Contract Price of the Goods.
9.2 Until such time as the title in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company's property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business. The Company shall be entitled during business hours on reasonable prior written notice to enter upon any premises of the Customer or any third party where the Goods are stored to ensure that the provisions of the Clause are being complied with.
9.3 Until such time as the title in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver the Goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
9.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain property of the Company but if the Customer does so all sums due by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) immediately become due and payable. The Company shall be entitled to claim a lien or attachment on the Goods or any property of the Customer in the possession of the Company until the Company has received full payment of the Contract Price of the Goods and all other Goods agreed to be sold by the Company to the Customer for which payment is then due.
9.5 Where materials are supplied by the Customer for the Company to use in manufacturing Goods, the property in any unused off cuts of such materials shall vest in the Company.

10. Indemnities

10.1 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:

10.1.1 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 (where applicable) after delivery; and
10.1.2 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.

10.2 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:

10.2.1 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 (where applicable) after delivery;
10.2.2 personal injury including death or disease to any person employed by the Customer Group and/or the Client Group; and
10.2.3 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.

10.3 The 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:

10.3.1 loss of or damage to any well or hole (including, without limitation, the cost of re-drill);
10.3.2 blowout, fire, explosion, cratering or any uncontrolled well condition (including, without limitation, the costs to control a wild well and the removal of debris);
10.3.3 damage to any reservoir, geological formation or underground strata or the loss of oil or gas therefrom;
10.3.4 pollution or contamination of any kind including, without limitation, the cost of control, removal and clean-up;
10.3.5 damage to, or escape of any substance from, any pipeline, vessel, or storage or production facility; or
10.3.6 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 of the Company Group.

10.4 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 Goods and shall, except as provided for in Clause 10.1, save, defend, indemnify and hold harmless the Company Group in respect of all claims, liabilities, costs (including legal costs), damages or expenses arising out of such wreck or debris.
10.5 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.
10.6 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.
10.7 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.
10.8 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.
10.9 For the purposes of this Clause 10 "third party" shall mean any party which is not a member of the Customer Group or the Company Group.
10.10 This Clause 10 shall survive termination of the Contract for any reason.

11. Intellectual Property

11.1 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.
11.2 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.
11.3 If any Claim is made against the Customer that the Goods infringe or that their use or resale 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 11.2 and 12, defend, indemnify and hold harmless the Customer against such Claim, provided that:

11.3.1 the Company is promptly given full control of any proceedings or negotiations in connection with any such Claim;
11.3.2 the Customer shall without undue delay give the Company all reasonable assistance for the purposes of any such proceedings or negotiations;
11.3.3 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);
11.3.4 the Customer shall do nothing 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);
11.3.5 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
11.3.6 without prejudice to any duty of the Customer at common law, 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.

11.4 Where Goods 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 Goods and/or Services in accordance with such specification.

12. Limitation of Liability

12.1 Notwithstanding anything to the contrary within the Contract, in any event the cumulative and maximum aggregate liability of the Company to Customer Group and/or Client Group for any reason and upon any Claims whatsoever arising from, related to or in connection with the Contract (whether 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 GBP (£500,000).
12.2 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.
12.3 This Clause 12 shall survive termination of the Contract for any reason.

13. Force Majeure

13.1 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 13, Force Majeure shall include acts or threats of war, sabotage, acts of terrorism, riots; civil commotions, strikes, lock-outs or other industrial action, acts of any governmental authority, including import or export regulations or embargoes, quarantine, earthquake, fires, storms and / or other natural physical disaster and/or maritime or aviation disasters.
13.2 In the event of a Force Majeure occurrence, the affected Party will promptly notify the other in Writing of the Force Majeure occurrence.
13.3 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.

14. Termination and Suspension

14.1 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 of its requirement to terminate the Contract.
14.2 Either Party may terminate the Contract by giving ten (10) days prior written notice 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 first Party, the other Party fails within a reasonable period of time thereafter to rectify. Additionally either Party may terminate the Contract with immediate effect by written notice to the other Party if the other Party becomes bankrupt or insolvent, or if its business is placed in the hands of an administrator, a receiver, assignee, or trustee, whether by voluntary act of the other Party or otherwise, or undergoes any proceeding analogous to the foregoing.
14.3 In the event of termination of the Contract, the Company shall cease the performance of the Work as soon as practicable. The Company shall be entitled to payment of the Contract Price for all Goods delivered and/or Services completed prior to termination.
14.4 In the event that the Customer is in breach of its obligations to pay the Contract Price under Clause 5, then in addition to Company's other rights elsewhere in the Contract and at law, the Company shall have the right to:

14.4.1 suspend the Work (including delivery of the Goods and/or completion of the Services) until such time as the Contract Price has been paid in full by the Customer; or
14.4.2 terminate the Contract with immediate effect by written notice to the Customer.

15. Confidentiality

15.1 The Customer shall not (and shall procure that its Affiliates and its officers, employees and contractors and those of its Affiliates shall not) disclosure any information of a confidential or commercially sensitive nature relating to the Company or its Affiliates or their respective businesses, technology or other affairs to any third party (or any officer or employee or contractor of the Customer except to the extent that such officer or employee or contractor requires knowledge of the same for the proper performance of the Contract) or use any such information for any purpose other than the proper performance of the Contract. The Customer shall, if so required by the Company at any time, promptly return to the Company all copies of any such information which may be in the Customer's or its officers' or employees' or contractors' possession or under their control. This Clause shall not apply to information which is, or becomes through no fault of the Customer, its officers' or employees' or contractors' part of the public domain or to any disclosure 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.

16. Governing Law and Jurisdiction

16.1 The Contract shall in all respects be construed and governed in accordance with the laws of England and Wales.
16.2 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 arbitration under the rules of the London Court of International Arbitration. Such dispute or difference will be determined by a single arbitrator acceptable to the Parties.
16.3 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 Confederation of British Industry for the name of an alternative arbitrator.
16.4 The place of arbitration shall be London and all proceedings shall be held in English.
16.5 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.

17. General

17.1 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.
17.2 The Company shall act as an independent contractor with respect to the Contract. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, make any Party the agent or employee of any other Party, or authorise any Party to make or enter into commitments for and on behalf of any other Party.
17.3 Any notice required or permitted to be given by either Party to the other under the Contract 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 notice or other communication shall be deemed to have been duly received if delivered personally. When left at the address referred to above or if sent by post at 8.00am on the second business day after posting or if delivered by commercial courier, on the date and at the time that the couriers delivery receipt is signed.
17.4 Any 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.
17.5 If 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.
17.6 The Contracts (Rights of Third Parties) Act 1999 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 or 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. Assignment

18.1 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. Additionally, either Party may assign the Contract or any part of it or any benefit or interest in or under it to any third party, but only with the prior Written consent of the other Party which shall not be unreasonably withheld or delayed.

19. Business Ethics

19.1 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.
19.2 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.
19.3 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 having jurisdiction over the Contract.

UK – HESL – Sales, Services & Rentals

Sales, Services & Rentals T & Cs

Standard Terms & Conditions for Sale of Goods, Rental of Equipment and Provision 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 Limited to the exclusion of any other terms and conditions unless specifically agreed otherwise in writing by Hunting Energy Services Limited.

1. Interpretation

1 Interpretation

1.1 In these Conditions:

"Affiliate" means any subsidiary or parent or holding company or associated branch of any company and/or associated branch or any other subsidiary of such parent or holding company. For the purpose of this definition, "subsidiary" and "holding company" shall have the meanings assigned to them under Section 1159 and Schedule 6 of the Companies Act 2006, and a company shall be treated, for the purposes only of the membership requirement contained in Subsections 1159(1)(b) and (c), as a member 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; 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 Limited, registered under the laws of Scotland; CRN SC095310 having its registered office and principal place of business at Badentoy Avenue, Badentoy Industrial Estate, Portlethen, Aberdeen, AB12 4YB, Scotland;

"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 English 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;

"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, 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 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;

"Variation" means a change to the Contract agreed by the Parties in Writing (not email);

“Value Added Tax” means any value added tax (“VAT”) or similar/equivalent payable to any authority in respect of transactions and includes, without limitation, any other form of taxation that may be applicable to the Contract.

"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.

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. Quotations and Orders

2.1 Quotations are valid for thirty (30) days and shall supersede any previous quotes (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.

2.2 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 condition that the Customer shall be liable to indemnify and reimburse the Company on demand and in full against any and 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.

2.3 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 Customer 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.

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, 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 signed Variation.

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").

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 change in laws or the interpretation of laws); or

4.2.2 any change in delivery dates, quantities or specifications for the Goods, Equipment or Services 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 either case, occurs between the Effective Date and the delivery of the Goods and/or Equipment and/or the provision of the Services.

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 VAT purposes are deemed to be exclusive of any VAT 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 VAT is or becomes chargeable (including deemed to be chargeable) on any supply made by the Company to any party under the Contract and the Company is required to account to the relevant tax authority for VAT on that supply, 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 VAT becomes due to be paid by the Company if earlier) an amount equal to the amount of that VAT (and the Company must promptly provide an appropriate VAT 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 VAT, save to the extent that Company reasonably determines that it is entitled to credit or repayment in respect of such VAT 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 Where Equipment is supplied by way of hire, the Contract Price shall apply for the entire Hire Period and for all Equipment supplied, including back up tools. 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.

4.6 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.

4.7 In the event that a Customer's free issue material is received by the Company with non-blanked dimensions, the Company reserves the right to invoice the Customer four hundred GBP (£400) plus VAT per hour of machining services which charge covers the costs incurred in carrying out blanking services in preparation for threading services (“Blanking 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.

4.8 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 The Company shall be entitled to invoice the Customer for the Contract Price:

5.1.1 on or at any time after the Company has tendered delivery of the Goods and/or completed the Services; and

5.1.2 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 net thirty (30) days from invoice date unless otherwise agreed in writing by the Parties.

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 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 Time 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 Clauses 10, 15.2 and/or 15.4 to terminate or suspend (at the Company's option) the undelivered part of any Order and/or to charge interest at 2% above the base rate of Lloyds Bank on the amount overdue until payment in full is made, whether before or after judgement.

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

5.6 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 . 'Tax', as used herein, means any tax, levy, duty charge or fee except VAT which is covered in Clause 4.3.

6. Delivery, 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 FCA 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.

6.2 Any dates quoted for delivery of the Goods and/or the Equipment and/or completion of the Services are estimates only and 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 Goods, Equipment or Services under an Order are 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 for 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 Contact 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.

6.8All applicable documentation and certification will be available upon request and in certain cases uploaded to the Hunting Equipment Document Sharing System (HEDSS).Should paper copies be required instead this may be charged at an additional cost. Should you require registration to HEDSS or a list of registered members relevant to your company, please contact certification.aberdeen@hunting-intl.com

6.9 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 will be performed.

7. Inspection, 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, 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.

7.3 It is the Customer's responsibility to comply with applicable export control regulations and comply with any restrictions in the Company's export licence for Goods and/or Equipment shipped from and to the United Kingdom. The Customer shall be responsible for and shall save, defend, indemnify and hold harmless the Company from and against all Claims in connection with any failure by the Customer to comply with applicable export control regulations or any of the Company's export licences arising from, relating to or in connection with the Contract.

7.4 The Customer represents that it is knowledgeable and has expertise regarding all export control laws, regulations, procedures, international sanctions, embargoes and restrictions, prohibited party lists and international shipping practices applicable to the Company 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 of the United States of America ("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. 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.

8. Warranty and Liability for Goods, Equipment and Services

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.

All other warranties, conditions and terms, including implied warranties by statute or common law are to the fullest extent permitted by law, excluded from the Contract.

8.3 The 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:

8.3.1 in 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;

8.3.2 in 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;

8.3.3 in respect of Clause 8.1.2 at the Company's option either to:

8.3.3.1 to 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.

8.4 The 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 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.

8.4.1 b) the Company shall be under no liability in respect of any defect arising from abnormal damage (meaning damage which could not reasonably be expected) which has resulted from use of Goods and/or Equipment outwith good oilfield practice, fair wear and tear; wilful damage; negligence; improper handling; installation; operation or maintenance; abnormal working conditions; failure to follow Company’s instructions; misuse or alteration of the Goods/Equipment or Services without the Company’s approval or for corrosion, erosion or abrasion caused by the nature of the well effluent .

8.4.2 the Company shall be under no liability in respect of any defect in the Work arising from any drawing, design or specification supplied by the Customer;

8.4.3 Written notice (not email) of a breach of the warranty in Clause 8.1 must be given to the Company:

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

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

8.4.3.3 prior to the expiry of the warranty period specified in Clause 8.3.3 in the case of a breach of Clause 8.1.3;

8.4.4 in relation to defective Goods and/or Equipment and/or Services:

8.4.4.1 where 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;

8.4.4.2 where 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;

8.4.4.3 the Company shall not be liable for the costs of removal of the defective Goods and/or Equipment and/or Services or the cost of refitting any replacement or repaired Goods and/or Equipment and/or Services;

8.4.4.4 the 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;

8.4.4.5 where 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;

8.4.5 the 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;

8.4.6 where 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.

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

8.4.8 The 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.

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, not allow the Equipment to be transferred to any person or country prohibited under the laws of the United Kingdom or the United States of America;

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, fair wear and tear only excepted. 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);

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;

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.

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

9.4 The following terms apply to the hire of all Equipment:

9.4.1 Equipment 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.

9.4.2 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 the quotation will be subject to charges as per the Company’s current price list.

9.4.3 If the Equipment is not returned, damaged beyond repair or lost in hole the Customer will reimburse the Company for the replacement costs of such Equipment at the current market value as assessed solely by the Company and not subject to depreciation.

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

9.4.5 Minimum 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/left 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.

9.4.6 It 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).

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

10. Title to Goods

10.1 Notwithstanding delivery and the passing of risk in any and all Goods supplied by the Company, or any other provision of the Contract, the property in the Goods shall not pass to the Customer until the Company has received full payment of the Contract Price of the Goods.

10.2 Until such time as the title in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company's property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business. The Company shall be entitled during business hours on reasonable prior Written notice to enter upon any premises of the Customer or any third party where the Goods are stored to ensure that the provisions of the Clause are being complied with.

10.3 Until such time as the title in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver the Goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

10.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain property of the Company but if the Customer does so all sums due by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) immediately become due and payable. The Company shall be entitled to claim a lien or attachment on the Goods or any property of the Customer in the possession of the Company until the Company has received full payment of the Contract Price of the Goods and all other Goods agreed to be sold by the Company to the Customer for which payment is then due.

10.5 Where materials are supplied by the Customer for the Company to use in manufacturing Goods, the property in any unused off cuts of such materials shall vest in the Company.

11. Indemnities

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 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.

11.3 The 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; 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 Goods and/or Equipment and shall, except as provided for in Clause 11.1, save, defend, indemnify and hold harmless the Company Group in respect of all claims, liabilities, costs (including legal costs), damages or expenses 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 Goods and/or Equipment infringe 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 do nothing 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 without prejudice to any duty of the Customer at common law, 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 Goods, Equipment and/or Services in accordance with such specification.

13. Limitation of Liability

13.1 Notwithstanding anything to the contrary within the Contract, in any event the cumulative and maximum aggregate liability of the Company to Customer Group and/or Client Group for any reason and upon any Claims whatsoever arising from, related to or in connection with the Contract (whether 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 GBP (£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, riots; civil commotions, strikes, lock-outs or other industrial action, acts of any governmental authority, including import or export regulations or embargoes, epidemic, pandemic and the consequences thereof, quarantine, earthquake, fires, storms and / or other natural physical disaster 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.

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 Either Party may terminate the Contract by giving ten (10) days prior Written notice (not by email) 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 first Party, the other Party fails within a reasonable period of time thereafter to rectify. Additionally either Party may terminate the Contract with immediate effect by Written notice (not by email) to the other Party if the other Party becomes bankrupt or insolvent, or if its business is placed in the hands of an administrator, a receiver, assignee, or trustee, whether by voluntary act of the other Party or otherwise, or undergoes any proceeding analogous to the foregoing.

15.3 In the event of termination of the Contract, the Company shall cease the performance of the Work as soon as practicable. 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.

15.4 In the event that the Customer is in breach of its obligations to pay the Contract Price under Clause 5, then in addition to Company's other rights elsewhere in the Contract and at law, the Company shall have the right to:

15.4.1 suspend the Work (including delivery of the Goods and/or Equipment and/or completion of the Services) until such time as the Contract Price has been paid in full by the Customer; or

15.4.2 terminate the Contract with immediate effect by written notice to the Customer.

16. Confidentiality

16.1 The Customer shall not (and shall procure that its Affiliates and its officers, employees and contractors and those of its Affiliates shall not) disclose any information of a confidential or commercially sensitive nature relating to the Company or its Affiliates or their respective businesses, technology or other affairs to any third party (or any officer or employee or contractor of the Customer except to the extent that such officer or employee or contractor requires knowledge of the same for the proper performance of the Contract and is under the same duty of confidentiality as herein) or use any such information for any purpose other than the proper performance of the Contract. The Customer shall, if so required by the Company at any time, promptly return to the Company all copies of any such information which may be in the Customer's or its officers' or employees' or contractors' possession or under their control. This Clause shall not apply to information which is, or becomes through no fault of the Customer, its officers' or employees' or contractors' part of the public domain or to any disclosure 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 England and Wales.

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 arbitration under the rules of the London Court of International Arbitration. Such dispute or difference will be determined by a single arbitrator acceptable to the Parties.

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 Confederation of British Industry for the name of an alternative arbitrator.

17.4 The place of arbitration shall be London 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.

18. General

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 an 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 any of the Parties, make any Party the agent or employee of any other Party, or authorise any Party to make or enter into commitments for and on behalf of any other Party.

18.3 Each Party should verify the correct email address for notices prior to sending any permitted email notice under these Terms. 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 UK time, the email shall be deemed to have been received either twelve (12) hours after the time the email was sent or 9am UK 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;

18.4 Any 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.

18.5 If 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.

18.6 The Contracts (Rights of Third Parties) Act 1999 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 or 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.

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. Additionally, either Party may assign the Contract or any part of it or any benefit or interest in or under it to any third party, but only with the prior Written consent of the other Party which shall not be unreasonably withheld or delayed.

20. Business Ethics

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 having jurisdiction over the Contract.

UK - HES WI Ltd - Rentals

Sales, Services & Rentals T & Cs

STANDARD TERMS AND CONDITIONS FOR RENTAL OF EQUIPMENT

These standard terms and conditions apply to every contract for the hire of equipment by Hunting Energy Services Limited to the exclusion of any other terms and conditions unless specifically agreed otherwise in writing by Hunting Energy Services Limited.

1. Interpretation

1.1 In these Conditions:

"Affiliate" means any subsidiary or parent or holding company or associated branch of any company and/or associated branch or any other subsidiary of such parent or holding company. For the purpose of this definition, "subsidiary" and "holding company" shall have the meanings assigned to them under Section 1159 and Schedule 6 of the Companies Act 2006, and a company shall be treated, for the purposes only of the membership requirement contained in Subsections 1159(1)(b) and (c), as a member 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; 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 Equipment (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 Limited, registered under the laws of Scotland; CRN SC095310 having its registered office and principal place of business at Badentoy Avenue, Badentoy Industrial Estate, Portlethen, Aberdeen, AB12 4YB, Scotland;
"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 English 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 hire of the Equipment;
"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 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" 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 13 of the Conditions;
"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 hire of the Equipment;
"Variation" means a change to the Contract agreed by the Parties in Writing (not email);
“Value Added Tax” means any value added tax (“VAT”) or similar/equivalent payable to any authority in respect of transactions and includes, without limitation, any other form of taxation that may be applicable to the Contract.
"Work" means all work the Company is required to carry out in accordance with the provisions of the Contract, including the hire of the Equipment; and
"Writing" or “Written” includes e-mail unless expressly specified otherwise herein.

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 hire of the Equipment pursuant to the 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 condition that the Customer shall be liable to indemnify and reimburse the Company on demand and in full against any and 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.
2.3 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 Customer 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.

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, 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 signed Variation.

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").
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 change in laws or the interpretation of laws); or
4.2.2 any change in delivery dates, quantities or specifications for the Equipment which is requested by the Customer or failure of the Customer to give the Company adequate or timely information or instructions; or
4.2.3 any other changes to the Order due to Company's acceptance of a Variation;
which, in either case, occurs between the Effective Date and the delivery of the Equipment.

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 VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly if VAT is or becomes chargeable (including deemed to be chargeable) on any supply made by the Company to any party under the Contract and the Company is required to account to the relevant tax authority for VAT on that supply, 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 VAT becomes due to be paid by the Company if earlier) an amount equal to the amount of that VAT (and the Company must promptly provide an appropriate VAT 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 VAT, save to the extent that Company reasonably determines that it is entitled to credit or repayment in respect of such VAT 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.
4.5 Where Equipment is supplied by way of hire, the Contract Price shall apply for the entire Hire Period and for all Equipment supplied, including back up tools. 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.

5. Payment Terms

5.1 The Company shall be entitled to invoice the Customer for the Contract Price 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 net thirty (30) days from invoice date unless otherwise agreed in writing by the Parties.
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 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 Time 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 Clauses 9, 14.2 and/or 14.4 to terminate or suspend (at the Company's option) the undelivered part of any Order and/or to charge interest at 2% above the base rate of Lloyds Bank on the amount overdue until payment in full is made, whether before or after judgement.
5.5 The Customer shall not be entitled under any circumstances whatsoever to set-off or counter-claim against or deduct, discount or withhold from any sum from time to time due by it to the Company any sums due by the Company to the Customer and any sums due by the Customer shall be paid by the Customer to the Company without deduction, compensation, set-off or similar whatsoever.
5.6 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 . 'Tax', as used herein, means any tax, levy, duty charge or fee except VAT which is covered in Clause 4.3.

6. Delivery, Risk and Insurance

6.1 Unless otherwise agreed by the Company in Writing:

6.1.1 delivery of the Equipment will be FCA the Company's premises named in the Quotation in accordance with with Incoterms or as otherwise agreed in writing by the Parties;
6.1.2 where the Company agrees to deliver 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 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.

6.2 Any dates quoted for delivery of the Equipment are estimates only and save as set out in Clause 6.4, the Company shall not be liable for any delay in delivery of the Equipment beyond the estimated delivery dates however caused. Time for delivery shall not be of the essence of the Contract. The Equipment may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.
6.3 Where any Equipment under an Order is to be delivered or completed in instalments or stages, each delivery 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 Equipment (or any instalment thereof) the Company's liability shall be limited to payment of the Contract Price for those applicable Equipment (or any instalment thereof) not delivered or completed subject always to the limit of liability in Clause 12.
6.5 Upon delivery, the Customer shall inspect the Equipment and any documentation pertaining thereto and search for defects or other irregularities. Written notice of any such defect or irregularities in the Equipment or any incorrect quantities, which are or should reasonably have been apparent on inspection, must be given to the Company within ten (10) days from the date of delivery of the Equipment. If the Customer does not refuse delivery of Equipment or does not notify the Company accordingly, the Customer shall be deemed to have accepted the relevant Equipment and (i) shall be bound to pay the Contract Price as if the relevant Equipment had been delivered in accordance with the Contact and (ii) may not be entitled to later reject the relevant Equipment.
6.6 If the Customer fails to take delivery of the 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 Equipment delivered in accordance with Clause 6.1, invoice the Customer for the Equipment in accordance with Clause 5 and store the Equipment until actual delivery and charge the Customer for all reasonable costs (including insurance) of such storage.
6.7 The risk of loss or damage of any kind in the Equipment, including the risk of damage to or deterioration of the Equipment during transportation or storage shall pass to the Customer when the Equipment are delivered in accordance with Clause 6.1 or deemed delivered under Clause 6.6.

7. Inspection, Testing and Export

7.1 Equipment manufactured by the Company is 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 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 Equipment shall be extended to accommodate such additional tests.
7.2 Where Equipment are supplied for export, the Customer shall be responsible for arranging for inspection of the Equipment at the Company's premises before shipment. The Company shall have no liability for any Claim in respect of any defect in the Equipment which would be apparent on inspection and which is made after shipment.
7.3 It is the Customer's responsibility to comply with applicable export control regulations and comply with any restrictions in the Company's export licence for Equipment shipped from and to the United Kingdom. The Customer shall be responsible for and shall save, defend, indemnify and hold harmless the Company from and against all Claims in connection with any failure by the Customer to comply with applicable export control regulations or any of the Company's export licences arising from, relating to or in connection with the Contract.
7.4 The Customer represents that it is knowledgeable and has expertise regarding all export control laws, regulations, procedures, international sanctions, embargoes and restrictions, prohibited party lists and international shipping practices applicable to the Company or the 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 of the United States of America ("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. 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 insofar 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 and project licenses for a period of five (5) years from the expiration date of such license. The Customer shall make such records available to the Company upon request for inspection and copying.

8. Warranty and Liability for Goods, Equipment and Services

8.1 Subject to Clauses 8.4 and 12, the Company warrants that 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.
8.2 The Company does not warrant that the 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.
All other warranties, conditions and terms, including implied warranties by statute or common law are to the fullest extent permitted by law, excluded from the Contract.
8.3 The 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 at the Company's option either to:

8.3.1.1 repair or replace the defective Equipment within a reasonable time free of charge, or
8.3.1.2 refund the part of the Contract Price in respect of the defective Equipment.

8.4 The 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 Equipment is required for 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 Equipment to operate in such circumstances or meet such requirements unless it has specifically accepted such responsibilities in Writing before the Equipment is delivered.
8.4.1 b) the Company shall be under no liability in respect of any defect arising from abnormal damage (meaning damage which could not reasonably be expected) which has resulted from use of Equipment outwith good oilfield practice, fair wear and tear; wilful damage; negligence; improper handling; installation; operation or maintenance; abnormal working conditions; failure to follow Company’s instructions; misuse or alteration of the Equipment without the Company’s approval or for corrosion, erosion or abrasion caused by the nature of the well effluent .
8.4.2 the Company shall be under no liability in respect of any defect in the Work arising from any drawing, design or specification supplied by the Customer.
8.4.3 Written notice (not email) of a breach of the warranty in Clause 8.1 must be given to the Company within thirty (30) days of the Equipment becoming defective;
8.4.4 in relation to defective Equipment:

8.4.4.1 where reasonably practicable, the defective Equipment must be to the Company carriage paid by the Customer so as to enable the Company to inspect and carry out tests on the defective Equipment;
8.4.4.2 where the Equipment have to be repaired at any place other than at the Company's premises the Customer shall bear the Company's reasonable cost incurred;
8.4.4.3 the Company shall not be liable for the costs of removal of the defective Equipment or the cost of refitting any replacement or repaired Equipment;
8.4.4.4 the Equipment must not have been repaired or interfered with in any way by any person not authorised by the Company;
8.4.4.5 where 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 Equipment or parts thereof which are manufactured by a third party;

8.4.5 the Company shall not be liable under this Clause 8 if the Contract Price for the relevant Equipment has not been paid by the due date for payment;
8.4.6 where 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.
8.4.7 The rights and remedies set out in this Clause 8 represent the sole remedies available to the Customer for any defect in Equipment.

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, not allow the Equipment to be transferred to any person or country prohibited under the laws of the United Kingdom or the United States of America;
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, fair wear and tear only excepted. 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);
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 make any alterations, modifications or technical adjustments or perform or attempt any repairs to the Equipment;
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.
9.3 Equipment shall at all times remain the property of the Company.

10. Indemnities

10.1 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:

10.1.1 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 Equipment (where applicable) after delivery; and
10.1.2 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.

10.2 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:

10.2.1 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 Equipment (where applicable) after delivery;
10.2.2 personal injury including death or disease to any person employed by the Customer Group and/or the Client Group; and
10.2.3 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.

10.3 The 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:

10.3.1 loss of or damage to any well or hole (including, without limitation, the cost of re-drill);
10.3.2 blowout, fire, explosion, cratering or any uncontrolled well condition (including, without limitation, the costs to control a wild well and the removal of debris);
10.3.3 damage to any reservoir, geological formation or underground strata or the loss of oil or gas therefrom;
10.3.4 pollution or contamination of any kind including, without limitation, the cost of control, removal and clean-up;
10.3.5 damage to, or escape of any substance from, any pipeline, vessel, or storage or production facility; or
10.3.6 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.

10.4 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 Equipment and shall, except as provided for in Clause 10.1, save, defend, indemnify and hold harmless the Company Group in respect of all claims, liabilities, costs (including legal costs), damages or expenses arising out of such wreck or debris.
10.5 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.
10.6 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.
10.7 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.
10.8 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.
10.9 For the purposes of this Clause 10 "third party" shall mean any party which is not a member of the Customer Group or the Company Group.
10.10 This Clause 10 shall survive termination of the Contract for any reason.

11. Intellectual Property

11.1 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.
11.2 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.
11.3 If any Claim is made against the Customer that the Equipment infringe or that their use 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 11.2 and 12, defend, indemnify and hold harmless the Customer against such Claim, provided that:

11.3.1 the Company is promptly given full control of any proceedings or negotiations in connection with any such Claim;
11.3.2 the Customer shall without undue delay give the Company all reasonable assistance for the purposes of any such proceedings or negotiations;
11.3.3 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);
11.3.4 the Customer shall do nothing 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);
11.3.5 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
11.3.6 without prejudice to any duty of the Customer at common law, 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.

11.4 Where Equipment is manufactured or supplied 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 Equipment in accordance with such specification.

12. Limitation of Liability

12.1 Notwithstanding anything to the contrary within the Contract, in any event the cumulative and maximum aggregate liability of the Company to Customer Group and/or Client Group for any reason and upon any Claims whatsoever arising from, related to or in connection with the Contract (whether 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 GBP (£500,000).
12.2 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.
12.3 This Clause 12 shall survive termination of the Contract for any reason.

13. Force Majeure

13.1 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 13, Force Majeure shall include, but shall not be limited to, acts or threats of war, sabotage, acts of terrorism, riots; civil commotions, strikes, lock-outs or other industrial action, acts of any governmental authority, including import or export regulations or embargoes, epidemic, pandemic and the consequences thereof, quarantine, earthquake, fires, storms and / or other natural physical disaster and/or maritime or aviation disasters.
13.2 In the event of a Force Majeure occurrence, the affected Party will promptly notify the other in Writing of the Force Majeure occurrence.
13.3 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.

14. Termination and Suspension

14.1 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.
14.2 Either Party may terminate the Contract by giving ten (10) days prior Written notice (not by email) 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 first Party, the other Party fails within a reasonable period of time thereafter to rectify. Additionally either Party may terminate the Contract with immediate effect by Written notice (not by email) to the other Party if the other Party becomes bankrupt or insolvent, or if its business is placed in the hands of an administrator, a receiver, assignee, or trustee, whether by voluntary act of the other Party or otherwise, or undergoes any proceeding analogous to the foregoing.
14.3 In the event of termination of the Contract, the Company shall cease the performance of the Work as soon as practicable. The Company shall be entitled to payment of the Contract Price for all Equipment delivered prior to termination and any Equipment shall immediately be returned to the Company.
14.4 In the event that the Customer is in breach of its obligations to pay the Contract Price under Clause 5, then in addition to Company's other rights elsewhere in the Contract and at law, the Company shall have the right to:

14.4.1 suspend the Work (including delivery of the Equipment) until such time as the Contract Price has been paid in full by the Customer; or
14.4.2 terminate the Contract with immediate effect by written notice to the Customer.

15. Confidentiality

15.1 The Customer shall not (and shall procure that its Affiliates and its officers, employees and contractors and those of its Affiliates shall not) disclose any information of a confidential or commercially sensitive nature relating to the Company or its Affiliates or their respective businesses, technology or other affairs to any third party (or any officer or employee or contractor of the Customer except to the extent that such officer or employee or contractor requires knowledge of the same for the proper performance of the Contract and is under the same duty of confidentiality as herein) or use any such information for any purpose other than the proper performance of the Contract. The Customer shall, if so required by the Company at any time, promptly return to the Company all copies of any such information which may be in the Customer's or its officers' or employees' or contractors' possession or under their control. This Clause shall not apply to information which is, or becomes through no fault of the Customer, its officers' or employees' or contractors' part of the public domain or to any disclosure 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.

16. Governing Law and Jurisdiction

16.1 The Contract shall in all respects be construed and governed in accordance with the laws of England and Wales.
16.2 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 arbitration under the rules of the London Court of International Arbitration. Such dispute or difference will be determined by a single arbitrator acceptable to the Parties.
16.3 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 Confederation of British Industry for the name of an alternative arbitrator.
16.4 The place of arbitration shall be London and all proceedings shall be held in English.
16.5 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.

17. General

17.1 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.
17.2 The Parties act as an 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 any of the Parties, make any Party the agent or employee of any other Party, or authorise any Party to make or enter into commitments for and on behalf of any other Party.
17.3 Each Party should verify the correct email address for notices prior to sending any permitted email notice under these Terms. 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 UK time, the email shall be deemed to have been received either twelve (12) hours after the time the email was sent or 9am UK 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 UK time on the second business day after posting.

17.4 Any 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.
17.5 If 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.
17.6 The Contracts (Rights of Third Parties) Act 1999 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 or 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. Assignment

18.1 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. Additionally, either Party may assign the Contract or any part of it or any benefit or interest in or under it to any third party, but only with the prior Written consent of the other Party which shall not be unreasonably withheld or delayed.

19. Business Ethics

19.1 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.
19.2 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.
19.3 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 having jurisdiction over the Contract.

Organic Oil Recovery

T & Cs

Hunting Energy Services Limited

Terms and Conditions relating to the provision of Titan Organic Oil Recovery products and services

These standard terms and conditions apply to every contract for the provision of Titan Organic Oil Recovery products and services by Hunting Energy Services Limited to the exclusion of any other terms and conditions unless specifically agreed otherwise in writing by Hunting Energy Services Limited.

1. Interpretation

1.1 In these Conditions:

"Affiliate" means any subsidiary or parent or holding company and/or associated branch of any company or associated branch or any other subsidiary of such parent or holding company. For the purpose of this definition, "subsidiary" and "holding company" shall have the meanings assigned to them under Section 1159 and Schedule 6 of the Companies Act 2006, and a company shall be treated, for the purposes only of the membership requirement contained in Subsections 1159(1)(b) and (c), as a member 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;

"Client" means any company to which the Customer has undertaken to provide services and in conjunction with which the Goods 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 Group" means the Company, Titan, its other 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;

“Confidential Information” means any information of a confidential or commercially sensitive nature relating to the Company Group or their respective businesses, technology or other affairs which includes, but shall not be limited to, i) the results of evaluations of the OOR Process and technologies undertaken by Titan and any information of a confidential nature relating to the OOR Process/related products and services and the microbial families utilised by the OOR Process including the genetic function they express; and ii) Titan’s geophysical and geochemical technology as it relates to microbial species and science and all Titan’s microbial related sciences, protocols and formulas that may be used in its applications; and iii) any and all information including but not limited to that of a financial, commercial or technical nature regardless of form, format or media; whether written or oral; whether communicated or obtained through meetings, documents, correspondence or inspection, which is now or at any time hereafter disclosed by the Company Group to the Customer Group and which relates to the products, services and/or business of the Customer Group including without limitation, Intellectual Property, operations, photographs, drawings, specifications, Samples, prices, market opportunities, customer affairs, business plans, intentions, new products and any other material bearing or incorporating any information relating to the products and services of the Company Group, the OOR Process or the business of the Company Group.

"Consequential Loss" means:

(i) indirect or consequential loss under English law; and

"Contract Price" means the price calculated in accordance with Clause 4 of the Conditions;

"Customer" means the person, company or legal entity whose Order for the sale of the Goods and/or supply of the Services is accepted by the Company;

"Effective Date" shall have the meaning given to it in Clause 2.2 of the Conditions;

"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 13 of the Conditions;

"Goods" means the goods (if any) to be supplied under the Contract as specified on the Order and includes, without limitation, the Sample Kits and the Nutrients;

"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, including 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, procedures, components, formulas, laboratory reports and data, software, rights in know‑how, trade or business secrets, confidential information or any process or any other similar or corresponding rights or assets, wherever existing.

“Nutrients” shall mean the nutrients supplied to the Customer if an Order is placed for the Nutrients arising out of the results of the Samples;

“OOR Process” means the proprietary process including know-how and trade secrets which accesses resident microbes within an oil producing reservoir and selectively stimulates that microbial community with specialised nutrient materials for the purpose of increasing both current oil production and ultimate oil recovery from the field(s).

"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;

“Sample Kits” means the sample kits provided to the Customer if an order is placed for OOR Process sampling;

“Tank(s)” shall mean the container in which the Nutrients are delivered to the Customer;

"Services" means the services (if any) to be supplied by the Company under the Contract as specified on the Order;

“Titan” means Titan Oil Recovery, Inc a corporation organised under the laws of the State of Delaware, United States of America and whose address is 9595 Wilshire Boulevard, Suite 303, Beverly Hills, California 90210 being the owners of the OOR Process and a subcontractor of the Company in the supply of the OOR Process.

"Variation" means a change to the Contract agreed by the Parties in Writing;

"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 and supply of the Services; and

"Writing" or “Written” includes e-mail unless expressly specified otherwise herein.

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);

1.2.5 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 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 condition that the Customer shall be liable to indemnify and reimburse the Company on demand and in full against any and 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.

2.4 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 or by e-mail. 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 so confirmed.

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, 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 signed Variation.

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").

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 change in laws or the interpretation of laws); or

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

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

which, in either case, occurs between the Effective Date and the delivery of the Goods and/or the provision of the Services.

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 VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly if VAT is or becomes chargeable (including deemed to be chargeable) on any supply made by the Company to any party under the Contract and the Company is required to account to the relevant tax authority for VAT on that supply, 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 VAT becomes due to be paid by the Company if earlier) an amount equal to the amount of that VAT (and the Company must promptly provide an appropriate VAT invoice to that party where so required to by law).

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.

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.

5. Payment Terms

5.1 Unless otherwise agreed in Writing between the Parties, for Orders related to Samples, the Company will be entitled to invoice the Customer immediately after the Sample is taken.For any treatments, including injection treatments, the Company will be entitled to invoice the Customer as soon as the Nutrient has been delivered in accordance with Clause 6.

For any other Goods and/or Services, the Company shall be entitled to invoice the Customer for the Contract Price on or at any time after the Company has tendered delivery of the Goods and/or completed the Services.

5.2 Terms of payment are net thirty (30) days from invoice date unless otherwise agreed in writing by the Parties.

5.4 Time 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 Clauses 14.2 and/or 14.4 to terminate or suspend (at the Company's option) the undelivered part of any Order and/or to charge interest at 2% above the base lending rate charged by the Company's bankers from time to time on the amount overdue until payment in full is made, whether before or after judgement.

5.6The 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 . 'Tax', as used herein, means any tax, levy, duty charge or fee except VAT which is covered in Clause 4.3.

6. Delivery, Risk and Insurance

6.1 Unless otherwise agreed by the Company in Writing:

6.1.1 delivery of the Goods will be DAP at named place in the Contract in accordance with Incoterms or as otherwise agreed in writing by the Parties. The Sample Kits shall be returned by the Customer to Company’s named place at the cost of the Customer.

6.1.2. the Company shall be responsible for insuring the Goods delivered DAP to the Customer and the Customer shall be responsible for insuring the Sample Kits returned to the Company. On delivery of the Nutrients, the Tanks shall become the responsibility of the Customer and shall be disposed of or destroyed by the Customer unless otherwise agreed between the Parties.

6.2 Any dates quoted for delivery of the Goods and/or completion of the Services are estimates only and save as set out in Clause 6.4, the Company shall not be liable for any delay in delivery of the Goods 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 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 Goods or Services under an Order are 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 by reason of Force Majeure or due to the Customer's fault, the Company fails to deliver any Goods and/or complete any Services (or any instalment thereof) at the time agreed for delivery the Company's liability shall be limited to payment of the Contract Price for those applicable Goods and/or the Services (or any instalment thereof) not delivered or completed subject always to the limit of liability in Clause 12.

6.5 Upon delivery of Goods 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 irregularity in the Goods 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 or completion of the Services. If the Customer does not refuse delivery of Goods or does not notify the Company accordingly, the Customer shall be deemed to have accepted the relevant Goods and/or the Services and (i) shall be bound to pay the Contract Price as if the relevant Goods and/or Services had been delivered in accordance with the Contact and (ii) may not be entitled to later reject the relevant Goods and/or Services.

6.6 If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time agreed for delivery (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 delivered in accordance with Clause 6.1, invoice the Customer for the Goods in accordance with Clause 5 and store the Goods until actual delivery and charge the Customer for all reasonable costs (including insurance) of such storage.6.7 The risk of loss or damage of any kind in the Goods, including the risk of damage to or deterioration of the Goods during transportation or storage shall pass to the Customer when the Goods are delivered in accordance with Clause 6.1 or deemed delivered under Clause 6.6.In the event that the Nutrients have perished/degraded (in Company’s sole opinion) or are outwith their expiry date (or would perish/degrade/be outwith their expiry date by the time due for injection) and/or 120 days have passed since delivery under this Clause 6, the Nutrient will have to be replaced and the Customer will be liable for all costs related to the replacement thereof as well as payment for the initial supply in accordance with Clause 5;

7. Inspection, Testing and Export

7.1 Goods 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 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 shall be extended to accommodate such additional tests.

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

7.3 It is the Customer's responsibility to comply with applicable export control regulations and comply with any restrictions in the Company's export licence for Goods shipped from and to the United States. The Customer shall be responsible for and shall save, defend, indemnify and hold harmless the Company from and against all Claims in connection with any failure by the Customer to comply with applicable export control regulations or any of the Company's export licences arising from, relating to or in connection with the Contract.

7.4 The Customer represents that it is knowledgeable and has expertise regarding all export control laws, regulations, procedures, international sanctions, embargoes and restrictions, prohibited party lists and international shipping practices applicable to the Company or the 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 of the United States of America ("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. 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 insofar 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.7.1 Goods 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 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 shall be extended to accommodate such additional tests.

7.4 The Customer represents that it is knowledgeable and has expertise regarding all export control laws, regulations, procedures, international sanctions, embargoes and restrictions, prohibited party lists and international shipping practices applicable to the Company or the 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 of the United States of America ("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. 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 insofar 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.

8. Warranty and Liability for Goods, Equipment and Services

8.1 Subject to Clauses 8.4 and 12, 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 Services will be carried out with reasonable skill and care for the duration of the Services being provided.

8.2 The Company does not warrant that (i) the Goods are fit for any particular purpose or that they will accomplish any particular results, other than those outlined in the specification in the Contract, (ii) any items or designs supplied by the Customer, either as free issue or third party supplier material, component parts, products or goods or any similar items, are sufficient for the Services to be provided by the Company. All other warranties, conditions and terms, including implied warranties by statute or common law are to the fullest extent permitted by law, excluded from the Contract.

8.3 The 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:

8.3.1 in 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;

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

8.3.2.1 to reperform the defective Services within a reasonable time free of charge but in any event no later than the date of removal of the relevant Company personnel from the location for performance of the Services; or

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

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

8.4.1 the Company shall be under no liability for abnormal damage (meaning damage which could not reasonably be expected) which has resulted from use of Goods outwith good oilfield practice or for corrosion, erosion or abrasion caused by the nature of the well effluent;

8.4.2 the Company shall be under no liability in respect of any defect in the Work arising from any drawing, design or specification supplied by the Customer or any inaccurate field or production data provided by the Customer Group;

8.4.3 Written notice (not email) of a breach of the warranty in Clause 8.1 must be given to the Company:

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

8.4.3.2 prior to completion of the Services in the case of a breach of Clause 8.1.2.

8.4.4 in relation to defective Goods and/or Services:

8.4.4.1 where reasonably practicable, the defective Goods 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;

8.4.4.2 where the Goods 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;

8.4.4.3 the Company shall not be liable for the costs of removal of the defective Goods or the cost of refitting any replacement or repaired Goods;

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

8.4.4.5 where Goods 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 or parts thereof which are manufactured by a third party;

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

8.4.6 Customer acknowledges that any recommendations, interpretations, analysis or advice (“Recommendations”) or any production optimisation programme (“Programme”) proposed by the Company or its subcontractors under the Contract are opinions based on inferences from measurements, empirical observations and industry practice, and on assumptions, none of which are infallible and with respect to which professional geologists, engineers and well services consultants may differ. Accordingly, Company does not warrant the accuracy, correctness or completeness of any Recommendations or that Customer’s reliance or its Client’s reliance on such Recommendations or implementation of the Programme will produce any particular results. Customer assumes full responsibility for the use of such Recommendations or the Programme and for all decisions based thereon.

8.4.7 Any Programme proposed by the Company or its subcontractors will contain optimal timings for the application of treatments relating to the OOR Process. Failure to adhere to these timings may reduce the effectiveness of the OOR Process. The Company shall be under no liability for Claims relating to or arising out of the failure of the Customer to adhere to the optimal timings advised by the Company or its subcontractors (including, but not limited to, negative effects in the results).

8.4.8 The Customer is responsible for advising the Company of any changes made to the aspects of operation and/or any associated equipment prior to application as these can affect the results. The Company shall be under no liability for Claims relating to or arising out of the omission of the Customer Group in providing said information between order and application in the field (including, but not limited to, negative effects in the results).

8.4.9 The Customer is responsible for reading and complying with the OOR Process Sampling Procedures - Doc No: TH-0002-0001 – (“Procedures”), which are included with the Sample Kits. The Company shall be under no liability for Claims relating to or arising out of the omission of the Customer Group in complying with the Procedures.

8.4.9 where 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.

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

8.4.11 The rights and remedies set out in this Clause 8 represent the sole remedies available to the Customer for any defect to Goods and or irregularities in respect of Services under an Order.

9. Title to Goods

9.1 Notwithstanding delivery and the passing of risk in any and all Goods supplied by the Company, or any other provision of the Contract, the property in the Goods shall not pass to the Customer until the Company has received full payment of the Contract Price of the Goods. This excludes the Sample Kits which will, at all times, remain the property of the Company.

9.2 Until such time as the title in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company's property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business. The Company shall be entitled during business hours on reasonable prior Written notice to enter upon any premises of the Customer or any third party where the Goods are stored to ensure that the provisions of the Clause are being complied with.

9.3 Until such time as the title in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver the Goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

9.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain property of the Company but if the Customer does so all sums due by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) immediately become due and payable. The Company shall be entitled to claim a lien or attachment on the Goods or any property of the Customer in the possession of the Company until the Company has received full payment of the Contract Price of the Goods and all other Goods agreed to be sold by the Company to the Customer for which payment is then due.

9.5 Where materials are supplied by the Customer for the Company to use in manufacturing Goods, the property in any unused off cuts of such materials shall vest in the Company.

10. Indemnities

10.1 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:

10.1.1 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 (where applicable) after delivery; and

10.1.2 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.

10.2 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:

10.2.1 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 (where applicable) after delivery;

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

10.2.3 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.

10.3 The 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:

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

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

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

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

10.3.5 damage to, or escape of any substance from, any pipeline, vessel, or storage or production facility; or

10.3.6 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.

10.4 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 Goods and shall, except as provided for in Clause 10.1, save, defend, indemnify and hold harmless the Company Group in respect of all claims, liabilities, costs (including legal costs), damages or expenses arising out of such wreck or debris.

10.5 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.

10.6 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.

10.7 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.

10.8 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.

10.9 For the purposes of this Clause 10 "third party" shall mean any party which is not a member of the Customer Group or the Company Group.

10.10 This Clause 10 shall survive termination of the Contract for any reason.

11. Intellectual Property

11.1 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 a member of the Company Group or its licensors prior to the Effective Date of the Contract shall remain the Intellectual Property of the relevant member of the Company Group or its licensors.

11.2 All Intellectual Property created or generated by the Company or its agents and/or subcontractors arising from, relating to or in connection with the performance of the Contract shall vest in the Company or the applicable subcontractor.

11.3 If any Claim is made against the Customer that the Goods infringe or that their use or resale 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 11.2 and 12, defend, indemnify and hold harmless the Customer against such Claim, provided that:

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

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

11.3.3 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);

11.3.4 the Customer shall do nothing 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);

11.3.5 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

11.3.6 without prejudice to any duty of the Customer at common law, 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.

11.4 Where Goods 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 Goods and/or Services in accordance with such specification.

12. Limitation of Liability

12.1 Notwithstanding anything to the contrary within the Contract, in any event the cumulative and maximum aggregate liability of the Company to Customer Group and/or Client Group for any reason and upon any Claims whatsoever arising from, related to or in connection with the Contract (whether 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 GBP (£500,000).

12.2 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.

12.3 This Clause 12 shall survive termination of the Contract for any reason.

13. Force Majeure

13.1 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 13, Force Majeure shall include, but shall not be limited to, acts or threats of war, sabotage, acts of terrorism, riots; civil commotions, strikes, lock-outs or other industrial action, acts of any governmental authority, including import or export regulations or embargoes, epidemic, pandemic and the consequences thereof, quarantine, earthquake, fires, storms and / or other natural physical disaster and/or maritime or aviation disasters.

13.2 In the event of a Force Majeure occurrence, the affected Party will promptly notify the other in Writing of the Force Majeure occurrence.

13.3 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.

14. Termination and Suspension

14.1 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.

14.2 Either Party may terminate the Contract by giving ten (10) days prior Written notice (not by email) 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 first Party, the other Party fails within a reasonable period of time thereafter to rectify. Additionally either Party may terminate the Contract with immediate effect by Written notice (not by email) to the other Party if the other Party becomes bankrupt or insolvent, or if its business is placed in the hands of an administrator, a receiver, assignee, or trustee, whether by voluntary act of the other Party or otherwise, or undergoes any proceeding analogous to the foregoing.

14.3 In the event of termination of the Contract, the Company shall cease the performance of the Work as soon as practicable. The Company shall be entitled to payment of the Contract Price for all Goods delivered and/or Services completed prior to termination.

14.4 In the event that the Customer is in breach of its obligations to pay the Contract Price under Clause 5, then in addition to Company's other rights elsewhere in the Contract and at law, the Company shall have the right to:

14.4.1 suspend the Work (including delivery of the Goods and/or completion of the Services) until such time as the Contract Price has been paid in full by the Customer; or

14.4.2 terminate the Contract with immediate effect by written notice to the Customer.

15. Confidentiality

15.1 The Customer shall not (and shall procure that its Affiliates and its officers, employees and contractors and those of its Affiliates shall not) disclose any Confidential Information relating to the Company Group or their respective businesses, technology or other affairs to any third party (or any officer or employee or contractor of the Customer except to the extent that such officer or employee or contractor requires knowledge of the same for the proper performance of the Contract and is under the same duty of confidentiality as herein) or use any such Confidential Information for any purpose other than the proper performance of the Contract. The Customer shall, if so required by the Company at any time, promptly return to the Company all copies of any such information which may be in the Customer's or its officers' or employees' or contractors' possession or under their control. This Clause shall not apply to information which is, or becomes through no fault of the Customer, its officers' or employees' or contractors' part of the public domain or to any disclosure 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.

16. Governing Law and Jurisdiction

16.1 The Contract shall in all respects be construed and governed in accordance with the laws of England and Wales.

16.2 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 arbitration under the rules of the London Court of International Arbitration. Such dispute or difference will be determined by a single arbitrator acceptable to the Parties.

16.3 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 Confederation of British Industry for the name of an alternative arbitrator.

16.4 The place of arbitration shall be London and all proceedings shall be held in English.

16.5 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.

17. General

17.1 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.

17.2 The Parties act as an 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 any of the Parties, make any Party the agent or employee of any other Party, or authorise any Party to make or enter into commitments for and on behalf of any other Party.

17.3 Each Party should verify the correct email address for notices prior to sending any permitted email notice under these Terms.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 UK time, the email shall be deemed to have been received either twelve (12) hours after the time the email was sent or 9am UK 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:

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

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

if by other postal service, at 9am UK time on the second business day after posting.

17.4 Any 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.

17.5 If 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.

17.6 The Contracts (Rights of Third Parties) Act 1999 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 or 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. Assignment

18.1 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. Additionally, either Party may assign the Contract or any part of it or any benefit or interest in or under it to any third party, but only with the prior Written consent of the other Party which shall not be unreasonably withheld or delayed.

19. Business Ethics

19.1 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.

19.2 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.

19.3 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 having jurisdiction over the Contract.

Enpro Subsea

Sales, Services & Rentals T and C's

Enpro Subsea Limited

Standard Terms & Conditions of Sale of Goods and Provision of Services

These standard terms and conditions apply to every contract for the sale of goods and/or supply of services by Enpro Subsea Limited to the exclusion of any other terms and conditions unless specifically agreed otherwise in writing Enpro Subsea Limited.

1. Interpretation

1.1 In these Conditions:

"Affiliate" means any subsidiary or parent or holding company and/or associated branch of any company or associated branch or any other subsidiary of such parent or holding company. For the purpose of this definition, "subsidiary" and "holding company" shall have the meanings assigned to them under Section 1159 and Schedule 6 of the Companies Act 2006, and a company shall be treated, for the purposes only of the membership requirement contained in Subsections 1159(1)(b) and (c), as a member 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; 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 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 Enpro Subsea Limited, registered under the laws of Scotland; CRN SC398784 having its registered office c/o Hunting Energy Services, Badentoy Avenue, Badentoy Industrial Estate, Portlethen, Aberdeen, Scotland, AB124YB and principal place of business at Arnhall Business Park, 15 Abercrombie Court, Westhill, Aberdeen, Scotland, AB32 6FE;
"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 English 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 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 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;
"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 13 of the Conditions;
"Goods" means the goods (if any) to be sold by the Company under the Contract as specified on the Order;
"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;
"Services" means the services (if any) to be supplied by the Company under the Contract as specified on the Order;
"Variation" means a change to the Contract agreed by the Parties in Writing (not email);
“Value Added Tax” means any value added tax (“VAT”) or similar/equivalent payable to any authority in respect of transactions and includes, without limitation, any other form of taxation that may be applicable to the Contract.
"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 and supply of the Services; and
"Writing" or “Written” includes e-mail unless expressly specified otherwise herein.

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 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 condition that the Customer shall be liable to indemnify and reimburse the Company on demand and in full against any and 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.
2.3 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 Customer 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.

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, 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 signed Variation.

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").
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 change in laws or the interpretation of laws); or
4.2.2 any change in delivery dates, quantities or specifications for the Goods or Services which is requested by the Customer or failure of the Customer to give the Company adequate or timely information or instructions;
4.2.3 any changes to the Order due to Company's acceptance of a Variation;
which, in either case, occurs between the Effective Date and the delivery of the Goods and/or the provision of the Services.

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 VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly if VAT is or becomes chargeable (including deemed to be chargeable) on any supply made by the Company to any party under the Contract and the Company is required to account to the relevant tax authority for VAT on that supply, 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 VAT becomes due to be paid by the Company if earlier) an amount equal to the amount of that VAT (and the Company must promptly provide an appropriate VAT 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 VAT, save to the extent that Company reasonably determines that it is entitled to credit or repayment in respect of such VAT 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.
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.

5. Payment Terms

5.1 The Company shall be entitled to invoice the Customer for the Contract Price on or at any time after the Company has tendered delivery of the Goods and/or completed the Services; and
5.2 Terms of payment are net thirty (30) days from invoice date unless otherwise agreed in writing by the Parties.
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 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 Time 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 Clauses 14.2 and/or 14.4 to terminate or suspend (at the Company's option) the undelivered part of any Order and/or to charge interest at 2% above the base lending rate charged by the Company's bankers from time to time on the amount overdue until payment in full is made, whether before or after judgement.
5.5 The Customer shall not be entitled under any circumstances whatsoever to set-off or counter-claim against or deduct, discount or withhold from any sum from time to time due by it to the Company any sums due by the Company to the Customer and any sums due by the Customer shall be paid by the Customer to the Company without deduction, compensation, set-off or similar whatsoever.
5.6 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 . 'Tax', as used herein, means any tax, levy, duty charge or fee except VAT which is covered in Clause 4.3.

6. Delivery, Risk and Insurance

6.1 Unless otherwise agreed by the Company in Writing:

6.1.1 delivery of the Goods will be FCA the Company's premises named in the Quotation in accordance with Incoterms;
6.1.2 where the Company agrees to deliver the Goods 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 shall be payable by the Customer and the Customer shall bear all risk of loss or damage during transportation.

6.2 Any dates quoted for delivery of the Goods and/or completion of the Services are estimates only and save as set out in Clause 6.4, the Company shall not be liable for any delay in delivery of the Goods 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 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 Goods or Services under an Order are 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 complete any Services (or any instalment thereof) the Company's liability shall be limited to payment of the Contract Price for those applicable Goods 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 irregularity in the Goods 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 or completion of the Services. If the Customer does not refuse delivery of Goods or does not notify the Company accordingly, the Customer shall be deemed to have accepted the relevant Goods and/or the Services and (i) shall be bound to pay the Contract Price as if the relevant Goods and/or Services had been delivered in accordance with the Contact and (ii) may not be entitled to later reject the relevant Goods and/or Services.
6.6 If the Customer fails to take delivery of the Goods 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 delivered in accordance with Clause 6.1, invoice the Customer for the Goods in accordance with Clause 5 and store the Goods until actual delivery and charge the Customer for all reasonable costs (including insurance) of such storage.
6.7 The risk of loss or damage of any kind in the Goods, including the risk of damage to or deterioration of the Goods during transportation or storage shall pass to the Customer when the Goods are delivered in accordance with Clause 6.1 or deemed delivered under Clause 6.6.

7. Inspection, Testing and Export

7.1 Goods 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 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 shall be extended to accommodate such additional tests.
7.2 Where Goods are supplied for export, the Customer shall be responsible for arranging for inspection of the Goods at the Company's premises before shipment. The Company shall have no liability for any Claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment.
7.3 It is the Customer's responsibility to comply with applicable export control regulations and comply with any restrictions in the Company's export licence for Goods and/or Equipment shipped from and to the United Kingdom. The Customer shall be responsible for and shall save, defend, indemnify and hold harmless the Company from and against all Claims in connection with any failure by the Customer to comply with applicable export control regulations or any of the Company's export licences arising from, relating to or in connection with the Contract.
7.4 The Customer represents that it is knowledgeable and has expertise regarding all export control laws, regulations, procedures, international sanctions, embargoes and restrictions, prohibited party lists and international shipping practices applicable to the Company or the Contract, including but not limited to the laws of the United Kingdom and the laws of the United States of America ("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. The Customer shall promptly alert the Company to any violations or suspected violations of Export Controls and shall obtain all necessary licenses, 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 insofar 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 licenses, re-export licenses, and project licenses for a period of five (5) years from the expiration date of such license. The Customer shall make such records available to the Company upon request for inspection and copying.

8. Warranty and Liability for Goods, Equipment and Services

8.1 Subject to Clauses 8.4 and 12, 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 Services will be carried out with reasonable skill and care for the duration of the Services being provided.

8.2 The Company does not warrant that (i) the Goods are fit for any particular purpose or that they will accomplish any particular results, other than those outlined in the specification in the Contract, (ii) any items or designs supplied by the Customer, either as free issue or third party supplier material, component parts, products or goods or any similar items, are sufficient for the Services to be provided by the Company. All other warranties, conditions and terms, including implied warranties by statute or common law are to the fullest extent permitted by law, excluded from the Contract.
8.3 The 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:

8.3.1 in 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;

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

8.3.2.1 to reperform the defective Services within a reasonable time free of charge but in any event no later than the date of removal of the relevant Company personnel from the location for performance of the Services; or
8.3.2.2 refund the part of the Contract Price in respect of the defective Services.

8.4 The 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 are required for use 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 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 are delivered or the Services are performed.
8.4.1 b) ) the Company shall be under no liability in respect of any defect arising from abnormal damage (meaning damage which could not reasonably be expected) which has resulted from use of Goods outwith good oilfield practice, fair wear and tear; wilful damage; negligence; improper handling; installation; operation or maintenance; abnormal working conditions; failure to follow Company’s instructions; misuse or alteration of the Goods or Services without the Company’s approval or for corrosion, erosion or abrasion caused by the nature of the well effluent.
8.4.2 the Company shall be under no liability in respect of any defect in the Work arising from any drawing, design or specification supplied by the Customer;
8.4.3 Written notice (not email) of a breach of the warranty in Clause 8.1 must be given to the Company:

8.4.3.1 prior to the expiry of the warranty period specified in Clause 8.1.1 in the case of a breach of Clause 8.1.1;
8.4.3.2 prior to completion of the Services in the case of a breach of Clause 8.1.2.

8.4.4 in relation to defective Goods and/or Services:

8.4.4.1 where reasonably practicable, the defective Goods 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;
8.4.4.2 where the Goods 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;
8.4.4.3 the Company shall not be liable for the costs of removal of the defective Goods or the cost of refitting any replacement or repaired Goods;
8.4.4.4 the Goods and/or Services must not have been repaired or interfered with in any way by any person not authorised by the Company;
8.4.4.5 where Goods 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 or parts thereof which are manufactured by a third party;
8.4.5 the Company shall not be liable under this Clause 8 if the Contract Price for the relevant Goods and/or Services has not been paid by the due date for payment;

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

9. Title to Goods

9.1 Notwithstanding delivery and the passing of risk in any and all Goods supplied by the Company, or any other provision of the Contract, the property in the Goods shall not pass to the Customer until the Company has received full payment of the Contract Price of the Goods.
9.2 Until such time as the title in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company's property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business. The Company shall be entitled during business hours on reasonable prior Written notice to enter upon any premises of the Customer or any third party where the Goods are stored to ensure that the provisions of the Clause are being complied with.
9.3 Until such time as the title in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver the Goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
9.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain property of the Company but if the Customer does so all sums due by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) immediately become due and payable. The Company shall be entitled to claim a lien or attachment on the Goods or any property of the Customer in the possession of the Company until the Company has received full payment of the Contract Price of the Goods and all other Goods agreed to be sold by the Company to the Customer for which payment is then due.
9.5 Where materials are supplied by the Customer for the Company to use in manufacturing Goods, the property in any unused off cuts of such materials shall vest in the Company.

10. Indemnities

10.1 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:

10.1.1 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 (where applicable) after delivery; and
10.1.2 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.

10.2 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:

10.2.1 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 (where applicable) after delivery;
10.2.2 personal injury including death or disease to any person employed by the Customer Group and/or the Client Group; and
10.2.3 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.

10.3 The 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:

10.3.1 loss of or damage to any well or hole (including, without limitation, the cost of re-drill);
10.3.2 blowout, fire, explosion, cratering or any uncontrolled well condition (including, without limitation, the costs to control a wild well and the removal of debris);
10.3.3 damage to any reservoir, geological formation or underground strata or the loss of oil or gas therefrom;
10.3.4 pollution or contamination of any kind including, without limitation, the cost of control, removal and clean-up;
10.3.5 damage to, or escape of any substance from, any pipeline, vessel, or storage or production facility; or
10.3.6 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 of the Company Group.

10.4 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 Goods and shall, except as provided for in Clause 10.1, save, defend, indemnify and hold harmless the Company Group in respect of all claims, liabilities, costs (including legal costs), damages or expenses arising out of such wreck or debris.
10.5 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.
10.6 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.
10.7 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.
10.8 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.
10.9 For the purposes of this Clause 10 "third party" shall mean any party which is not a member of the Customer Group or the Company Group.
10.10 This Clause 10 shall survive termination of the Contract for any reason.

11. Intellectual Property

11.1 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.
11.2 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.
11.3 If any Claim is made against the Customer that the Goods infringe or that their use or resale 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 11.2 and 12, defend, indemnify and hold harmless the Customer against such Claim, provided that:

11.3.1 the Company is promptly given full control of any proceedings or negotiations in connection with any such Claim;
11.3.2 the Customer shall without undue delay give the Company all reasonable assistance for the purposes of any such proceedings or negotiations;
11.3.3 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);
11.3.4 the Customer shall do nothing 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);
11.3.5 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
11.3.6 without prejudice to any duty of the Customer at common law, 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.

11.4 Where Goods 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 Goods and/or Services in accordance with such specification.

12. Limitation of Liability

12.1 Notwithstanding anything to the contrary within the Contract, in any event the cumulative and maximum aggregate liability of the Company to Customer Group and/or Client Group for any reason and upon any Claims whatsoever arising from, related to or in connection with the Contract (whether 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 GBP (£500,000).
12.2 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.
12.3 This Clause 12 shall survive termination of the Contract for any reason.

13. Force Majeure

13.1 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 13, Force Majeure shall include, but not be limited to, acts or threats of war, sabotage, acts of terrorism, riots; civil commotions, strikes, lock-outs or other industrial action, acts of any governmental authority, including import or export regulations or embargoes, epidemic, pandemic and the consequences thereof, quarantine, earthquake, fires, storms and / or other natural physical disaster and/or maritime or aviation disasters.
13.2 In the event of a Force Majeure occurrence, the affected Party will promptly notify the other in Writing of the Force Majeure occurrence.
13.3 In the event of a Force Majeure occurrence prevailing for a continuous period of twenty-one (21) days or more, either Party may terminate the Contract in whole or in part, upon notice thereof to the other Party in Writing.

14. Termination and Suspension

14.1 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 (not by email) notice of its requirement to terminate the Contract.
14.2 Either Party may terminate the Contract by giving ten (10) days prior Written notice (not by email) 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 first Party, the other Party fails within a reasonable period of time thereafter to rectify. Additionally either Party may terminate the Contract with immediate effect by Written notice (not by email) to the other Party if the other Party becomes bankrupt or insolvent, or if its business is placed in the hands of an administrator, a receiver, assignee, or trustee, whether by voluntary act of the other Party or otherwise, or undergoes any proceeding analogous to the foregoing.
14.3 In the event of termination of the Contract, the Company shall cease the performance of the Work as soon as practicable. The Company shall be entitled to payment of the Contract Price for all Goods delivered and/or Services completed prior to termination.
14.4 In the event that the Customer is in breach of its obligations to pay the Contract Price under Clause 5, then in addition to Company's other rights elsewhere in the Contract and at law, the Company shall have the right to:

14.4.1 suspend the Work (including delivery of the Goods and/or completion of the Services) until such time as the Contract Price has been paid in full by the Customer; or
14.4.2 terminate the Contract with immediate effect by written notice to the Customer.

15. Confidentiality

15.1 The Customer shall not (and shall procure that its Affiliates and its officers, employees and contractors and those of its Affiliates shall not) disclosure any information of a confidential or commercially sensitive nature relating to the Company or its Affiliates or their respective businesses, technology or other affairs to any third party (or any officer or employee or contractor of the Customer except to the extent that such officer or employee or contractor requires knowledge of the same for the proper performance of the Contract and is under the same duty of confidentiality as herein) or use any such information for any purpose other than the proper performance of the Contract. The Customer shall, if so required by the Company at any time, promptly return to the Company all copies of any such information which may be in the Customer's or its officers' or employees' or contractors' possession or under their control. This Clause shall not apply to information which is, or becomes through no fault of the Customer, its officers' or employees' or contractors' part of the public domain or to any disclosure 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.

16. Governing Law and Jurisdiction

16.1 The Contract shall in all respects be construed and governed in accordance with the laws of England and Wales.
16.2 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 arbitration under the rules of the London Court of International Arbitration. Such dispute or difference will be determined by a single arbitrator acceptable to the Parties.
16.3 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 Confederation of British Industry for the name of an alternative arbitrator.
16.4 The place of arbitration shall be London and all proceedings shall be held in English.
16.5 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.

17. General

17.1 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.
17.2 The Parties shall act as an 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 any of the Parties, make any Party the agent or employee of any other Party, or authorise any Party to make or enter into commitments for and on behalf of any other Party.
17.3 Each Party should verify the correct email address for notices prior to sending any permitted email notice under these Terms. 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 UK time, the email shall be deemed to have been received either twelve (12) hours after the time the email was sent or 9am UK 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 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 on the second business day after posting

17.4 Any 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.
17.5 If 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.
17.6 The Contracts (Rights of Third Parties) Act 1999 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 or 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. Assignment

18.1 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. Additionally, either Party may assign the Contract or any part of it or any benefit or interest in or under it to any third party, but only with the prior Written consent of the other Party which shall not be unreasonably withheld or delayed.

19. Business Ethics

19.1 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.
19.2 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.
19.3 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 having jurisdiction over the Contract.

20. Brexit

The Company shall not be liable for any liability and the Customer shall defend, indemnify and hold harmless Hunting for any Claims arising out of, connected to or in relation to Brexit (meaning the UK ceasing to be a member state of the European Union and/or the end of the transition period relating thereto). The Company shall be entitled to increase the prices or invoice the Customer (either prior to or after acceptance of the Order) for the applicable amount in the event that Brexit triggers an increase in trade tariffs (including duties, taxes, levies or fees) impacting on the Goods, Services or any materials or component parts. The Company shall also be entitled to an extension of the delivery date/other target dates or a renegotiation of the terms of the Order in the event that Brexit directly or indirectly causes any delays or any other adverse impact on the Company's ability to perform the Order.

21. COVID-19

The Company is working proactively in order to mitigate any delays caused by or any unintended consequences of COVID-19 however this event is entirely outside the Company’s control and we are unable to avoid or overcome the event or the consequences arising therefrom. Hunting will not be held liable for any Claim, liability, failure or delays arising as a consequence of COVID-19 including any damages or agreed liquidated damages notwithstanding any contradictory terms in the Contract or otherwise agreed between the parties and any delays caused by or Claims relating to any quarantine regulations, rules or laws.

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