Saltel Industries General Terms and Conditions
Version SIQ375_AC dated Apr 2016
Applicable To: Saltel Industries Expandable Services Worldwide.
Including but not limited to: France, USA, and Canada
APPLICATION
Saltel Industries and the abbreviation SI as used herein refers to Saltel Industries SAS, registered in France, and to all subsidiaries around the world.
The Customer as used in these General Sales Terms and Conditions (GT&C) refers to any company or person which orders Products or Services from SI, irrespective of whether they are the owner of the site where the Products or Services are used or installed.
Services includes the supply of specialized personnel, the equipment rental, and the provision of Services related to the use of Saltel tools and equipment, such as the Down Hole Expansion Tools, Inflatable Packers, Pumping units, and other tools
Products refers to Products manufactured by SI and sold to the Customer, such as Expandable Steel Packers and Expandable Steel Patches
These General Sales Terms and Conditions refer to the supply of Saltel Industries Products and Services Worldwide. In the event of differences between specified terms and conditions the following order of priority will apply:
- A specific agreement signed by SI and the Customer relating to the order.
- The Specific Clauses in the Proposal sent by SI to the Customer
- These General Sales Terms and Conditions.
- The Customers General Purchasing Terms and Conditions
It is recognized that conditions in and about any well may involve hazards to life and property and obstacles to the functioning of Products and Services, and that such conditions are not and never have been subject to inspection or control by Saltel Industries.
LIMITED WARRANTY
SI represents and warrants that all Products supplied are free from defects in workmanship and materials, and fit for service as stated in the SI documentation.
Saltel Industries’ sole liability, and Customer’s exclusive remedy in any cause of action (whether in contract, tort, breach of warranty or otherwise) arising out of the sale, lease or use of any equipment, Products or materials is expressly limited to the replacement of such on their return to Saltel Industries or, at Saltel Industries’ option, to the allowance to Customer of credit for the cost of such items. In no event shall Saltel Industries be liable for special, incidental, indirect, consequential or punitive damages, nor for the costs associated with recovering the product or of replacement in a well.
SI warranty is valid one year from the date of delivery.
Saltel Industries does not warrant in any way equipment, Products, and materials not manufactured by Saltel Industries, and such will be sold only with the warranties, if any, that are given by the manufacturer thereof. Saltel Industries will only pass through to Customer the warranty granted to it by the manufacturer of such items.
SI Confirms it has the experience and capability, including the competent and trained personnel, to perform the proposed Services. All Services shall be performed in a professional and workmanlike manner consistent with good oil and gas field practices.
CUSTOMER INFORMATION
All information provided by Customer to SI will be considered to be true and correct. SI is not responsible for verification of any Customer information, nor liable for any errors it might contain.
INDEMNITIES
Customer shall be responsible for and shall save, indemnify, release, defend and hold harmless Saltel Industries from liability for any and all damages whatsoever to property of any kind owned by, in the possession of, or leased by Customer and those persons and entities Customer has the ability to bind by contract. Customer also agrees to defend, indemnify, and hold harmless SI from and against any and all liability, claims, costs, expenses, attorney fees and damages whatsoever for personal injury, illness, death, property damage and loss resulting from: loss of well control; Services to control a wild well whether underground of above the surface; reservoir or underground damage, including loss of oil, gas, other mineral substances or water; surface damage arising from underground damage; damage to or loss of the well bore; subsurface trespass or any action in the nature thereof; fire; explosion; subsurface pressure; radioactivity; contamination and pollution of any kind and its cleanup and control.
Customer’s release, defense, indemnity and hold harmless obligations will apply even if the liability and claims are caused by the sole, concurrent, active or passive negligence, fault or strict liability of one or more members of Saltel Industries or any defect in the data, Products, supplies, materials or equipment furnished by Saltel Industries whether in the design, manufacture, maintenance or marketing thereof or from a failure to warn of such defect. Customer’s release, defense, indemnity and hold harmless obligations apply whether the personal injury, illness, death, property damaged or loss is suffered by one or more members of Saltel Industries, Customer or any other person or entity and the Customer will support such obligations assumed herein with liability insurance to the maximum extent allowed by applicable law.
Saltel Industries shall be entitled to cancel the rental and repossess the equipment without any liability to the Customer and if the equipment has been delivered and the rental amount has not been paid, the rental amount shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, If:
- Customer is in breach of these terms: and or,
- Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or becomes bankrupt or goes into liquidation: and or;
- An encumbrance takes possession or a receiver is appointed , or any of the property or assets of Customer: and or;
- Customer ceases or threatens to cease to carry on business: and or;
- Saltel Industries reasonably apprehends that any of the events mentioned above is about to occur in relation to Customer and notifies the Customer accordingly.
EQUIPMENT LIABILITY
Customer shall, at its risk and expense, attempt to recover any Saltel Industries equipment, tool or instruments which are lost or lodged in the well. If such equipment, tools or instruments are not recovered, Customer shall pay Saltel Industries its replacement cost unless such loss is due to the sole negligence of Saltel Industries. If Saltel Industries equipment, tools or instruments are damaged in the well, (including damage sustained due to abrasion or corrosion by well effluents) Customer shall pay Saltel Industries the lesser of its replacement cost or the cost of repairs (and all related induced costs such as, but not limited to, transportation, certifications, custom fees…. ) unless such damage is caused by the sole negligence of Saltel Industries.
SI Products, Tools and equipment are built to operate in the conditions and with the performances given in the SI documentation. In the event of damage or failure, before any warranty can be considered, the Customer is required to demonstrate that the well conditions were in conformity with the SI specifications. This applies in particular but not limited to corrosive fluids, differential pressures, downhole temperatures, setting diameters and casing or borehole conditions.
In cases where it is necessary to fish for any Saltel Industries tools or equipment, Customer assumes the entire responsibility for such operations. If the Customer desires, Saltel Industries personnel will, without the assumption of responsibility or liability, assist in an advisory capacity in the recovery of such instruments. No Saltel Industries employee is authorized to do anything other than advise and consult with the Customer in connection with fishing operations. Any fishing tools furnished by Saltel Industries are furnished to accommodate the Customer and Saltel Industries shall not be liable or responsible for any damage that the Customer may incur through their use or by reason of any advice rendered to the Customer by Saltel Industries’ employees or agents.
CONTROL AND HAZARD NOTIFICATION BY CUSTOMER
Customer shall at all times have complete care, custody and control of the well, the production equipment at the well and the premises about the well. A responsible representative of the Customer with authority to bind the Customer by contract shall be present at all times during the performance of Saltel Industries Services or the use of Saltel Industries equipment, Products or materials. Customer shall give advance notice to Saltel Industries in writing of all hazardous conditions existing at the well site and involving the well which could affect Saltel Industries’ Services, equipment, Products or materials.
INTELLECTUAL PROPERTY
SI owns all rights to the Intellectual Property embodied in the Products and Services supplied to the Customer. Irrespective of any other clauses SI shall retain ownership of all proprietary intellectual property rights it owns, and all copyright and other intellectual property rights in regard to any work performed with the Customer shall belong exclusively to SI. Any and all ideas, concepts, techniques, processes, improvements, and inventions, whether patentable or not, that are based upon SI proprietary information shall be solely and exclusively the property of SI.
MOBILISATION AND CANCELLATION CHARGES
Any order received from a Customer which is cancelled will be subject
to cancellation Charges. Neither all nor part of Customer’s order may
be returned to Saltel Industries without prior written agreement of
Saltel Industries. In the event Saltel Industries shall agree to such
return, Customer agrees in addition to any other requirements of Saltel
Industries to pay all shipping charges and Saltel Industries’ minimum
restocking charge and that such goods be unused, undamaged, salable and
in new condition.
For non-standard Products and equipment, or Products or equipment built to order:
– 100% of the value will be charged if cancelled, irrespective of if the goods have been delivered.
For standard Products and equipment:
– If the cancellation is received before shipment, the cancellation charges will be 30% of the value of the order.
–
If the cancellation is made after shipment, the cancellation charges
will be 50% of the order charge plus any associated transport charges.
If
the cancellation is made after the SI personnel have left for the
worksite, or in the 2 days preceding their planned departure, the day
charges, equipment rental, and any incurred travel costs will also be
invoiced and paid.
CONFIDENTIALITY
Information regarding Saltel Industries’ Services, equipment, Products and materials will be held in confidence by Customer and may be released to others only upon written approval of Saltel Industries or where required by federal, state or local laws, regulations, rules, orders or to be used as evidence in court involving the Services, equipment, Products or material provided. All SI Confidential Information will remain SI sole property. Nothing in this Agreement shall be construed as granting Recipient any rights under any patents.
PAYMENT, RENTAL, TAXES AND OUTSIDE SUPPLIERS
PAYMENT TYPES
SI will generally indicate the payment terms on the proposal, this may include partial or full advance payment.
If
payment terms are not indicated and Customer does not have an approved
open account with Saltel Industries, all sums due are payable 30 days
from the date of invoice.
For customized Products or large orders a pre-payment may be required.
Customer
agrees to pay interest on any unpaid balance from the date payable
until paid at the highest lawful contract rate applicable, but never to
exceed 18% per annum. In the event Saltel Industries employs an attorney
for collection of any account, Customer agrees to pay Saltel
Industries’ reasonable and necessary attorney fees, but in no case shall
the attorney’s fees be less than 30% of the unpaid account, plus all
collection and court costs.
RENTAL CHARGES
Rental charges commence when equipment leaves the Saltel Industries service base point (point of origin) and continues until returned thereto. If equipment is shipped, carried to or from the lease location, cost of freight will be paid by Customer, or re- charged to Customer at Saltel Industries’ cost price +15%. Cost of restoring rented equipment to first-class condition after use will be charged to Customer.
PERSONNEL CHARGES
Personnel charges will start from the date of departure from their home base until the date of return to their home base.
OUTSIDE THIRD PARTY SUPPLIERS
Where it is necessary for Saltel Industries to utilize suppliers, Customer shall pay Saltel Industries the supplier’s price for the merchandise or service, plus a handling charge of fifteen percent (15%), or higher if provided in an applicable price list.
TAXES
All prices are exclusive of any customs duties, federal, state, local, sales, use, excise or similar taxes imposed on the sale or use of the Services, equipment, product or material listed, which taxes will be added to quoted prices where applicable. Over and above Saltel Industries costs Customer shall pay any appropriate taxes, including any withholding tax, which may be applicable, as allowed by law.
GOVERNING LAW
GOVERNING LAW
The validity, interpretation and construction of these terms and conditions shall be determined by the laws of the jurisdiction where the Services are performed or the equipment, Products or materials are delivered.
DISPUTE
Any dispute, including injunctive or precautionary proceedings, shall be subject to Arbitration. The arbitration shall be conducted before a panel of 3 arbitrators. Each party shall name an arbitrator, the two arbitrators will together choose the third arbitrator. The Arbitration Rules of the International Chamber of Commerce shall govern any such arbitration, the decision shall be final and binding on both parties.
SEVERABILITY
All parts hereof are severable. The invalidity of any part shall not affect the validity of any other part.
WAIVER
Delay in enforcing any or all of the above terms and conditions shall not constitute a waiver nor preclude any subsequent enforcement. Failure to take prompt action with respect to any act or omission contrary to these terms and conditions shall not constitute a waiver of any right with respect to such act or omission or any subsequent act or omission.
TERMINATION OF WORK
Saltel Industries reserves the right to terminate its Services at any time if, in its opinion, conditions pertaining to the work ordered make termination advisable. Customer shall pay Saltel Industries its prevailing charges for equipment, Products and materials furnished and Services performed, regardless of result and even though the Services have been terminated.
FORCE MAJEURE
Saltel Industries shall not be responsible for any delay or non-performance due to governmental regulation, labor disputes, war or war-like actions, civil disturbances or riots, weather, fire, natural disasters, or any other causes beyond the reasonable control of Saltel Industries.
ADDITIONAL TERMS AND CONDITIONS
ACCEPTANCE
All orders from Customer are subject to final acceptance by Saltel Industries and to the conditions set out herein.
Terms and conditions set forth in Customer’s order shall be null and void unless specifically accepted by Saltel Industries in writing. Performance by Saltel Industries pursuant to order of Customer shall not constitute acceptance by Saltel Industries of Customer’s terms and conditions.
DELIVERY
All sales are “Ex Works” unless otherwise stated, and such shall constitute full and final delivery on the part of Saltel Industries. Other Incoterms may be applied at the request of the Customer and the discretion of SI.
TITLE
All equipment, materials, and supplies provided by Saltel Industries for permanent incorporation shall become the property of Customer upon the earlier of:
- Delivery to Customer site or premises
- Payment by Customer
For Patch setting the Down Hole Expansion Tools, the Surface Equipment, and the Inflatable Packer elements are all provided on a rental basis to the Customer. This equipment remains the entire and sole propriety of Saltel Industries.
RISK
When goods or equipment are provided using an Incoterm the selected Incoterm will define the transfer of risk.
In no Incoterm is used the transfer of risk will take place on the earlier of:
- The arrival of the goods or equipment on the Customer premises or site
- The payment, partial or full, by the Customer
TIME OF DELIVERY AND DELAYS
Shipping dates or delivery dates quoted are estimates. Saltel Industries shall not be liable for any delay in manufacture or delivery due to fires, strikes, delays in transportation, shortage of cars, shortage of fuel or other material, shortage of labor, demands or requirements of any Government or due to any other causes beyond the reasonable control of Saltel Industries or the manufacturer.
INSPECTION & EXPEDITING
Inspection of the goods by Customer is to be made at Saltel Industries’ works and at Customer’s expense and such inspection and acceptance shall be final. Reasonable facilities will be afforded to inspectors representing the Customer. If the Customer requires expediters, inspectors and/or agents, Saltel Industries will make available personnel to assist the Customer’s expediters, inspectors and/ or other agents during normal working hours at
Saltel Industries’ works and charges for Saltel Industries’ personnel will be added to the price quoted for the Products, supplies and materials.
SALTEL INDUSTRIES’S PLANS AND SPECIFICATIONS
All plans, specifications and like material, attached hereto or furnished herewith, are now and shall remain the exclusive property of Saltel Industries. Customer hereby agrees to receive such materials with the understanding that the features and all aspects of all designs, drawings, engineering data and other technical or proprietary information will be kept confidential. No part of said plans, specifications, blueprints or other like material, shall be used or reproduced, without the express written consent of Saltel Industries, signed by one of its officers.
WAREHOUSE STOCKS
Saltel Industries carries warehouse stocks only of those Products and sizes it views as justified by demand in the area. Therefore, the listing of any product or size in the price schedule is not a representation that such product or sizes are available for immediate delivery.
DESIGN CHANGES
Saltel Industries reserves the right to change or modify the design of any Saltel Industries Products, supplies and materials without obligation to furnish or install such changes or modifications on Products previously or subsequently sold.