Independent Oil Tools AS' General Terms and Conditions

 

All business undertaken, including any rental of equipment, advice, information or service provided by INDEPENDENT OIL TOOLS AS (hereinafter called The Company) is transacted subject to these Terms and Conditions.
 
A.    RENTAL OF DRILLPIPE, TUBING, TOOLS, OTHER EQUIPMENT AND SERVICES
  
1.    The Customer (as lessee) shall take the equipment on hire in the condition in which it is at the commencement of the rental periode and the Company (as lessor) does not in any way represent or warrant that the equipment is of merchantable quality or suitable or fit for the particular or any purpose for which it is or may be required.
 
2.    The Company shall not be liable either in Contract or in tort for any loss, injury or damage whatsoever (whether sub surface or not and including reservoir loss) caused by reason of any defect in the equipment whether such defect be latent or apparent on examiniation.
  
3.    The Customer shall idenmnify the Company against any loss of or damage to the equipment from whatever cause arising and whether or not such loss or damage results from the negligence of the Company. Equipment shall be used in accordance with good drilling practises, i.e.; as per recommendations by manufacturer, API and/or IADC where applicable, thus minimizing risk of injury to personnel and damage to equipment.


4.    Well conditions or other factors which prevent satisfactory operation of the equipment shall not relieve the Customer of the responsibility for paying the rental charges.
  
5.    The Customer shall keep the equipment in good repair and condition (fair wear and tear excepted) and all damaged equipment which may need to be repaired will be repaired by the Company at its discretion and the cost of such repairs, including rehardbanding of drillpipe and heavy-wall drillpipe, shall be for the Customers account. In addition, the Customer shall be liable for loss of rental, any other consequential loss arising out of any loss or damage to the hired equipment.
           
6.    Equipment lost or damaged beyond repair shall be paid for in full by the Customer at the reinstatement value (i.e.; replacement cost new) plus cost of freight charges, customs duty and cost of exporting/importing documentation, unless otherwise agreed in contract(s). Replacement cost for drillpipe and heavy-weight drillpipe which is lost in hole or downgraded below premium class shall be charged at the replacement cost qouted. (Neither prepaid rentals, nor depreciated values can be offset against sales costs).

Equipment which is declared lost and subsequently charged for but is found and returned to the Company in fully usable condition within 3 months after being declared lost, will be credited to the Customer less a 20% restocking charge.
  
7.     All deliveries are Ex Works IOT base, Midtgårdveien 30, Stavanger as per Incoterms 2010, unless otherwise agreed. The rental and the period of hire of the equipment and the accpetance of responsibility for the equipment by the Customer shall begin when the equipment leaves the Company's premises at Forus and the rental and the responsibilty for the equipment shall continue in full until the equipment is returned to the said premises by the Customer in accordance with the provisions of these Terms and Conditions. Minimum rental period is 5 days.

In order to secure availability of equipment, sutomer may pay a standby rate. Such rate will usually be 50% of quoted rental rate, and applies while equipment is stored at IOT's base. Standby rate will cease when equipment is mobilized from IOT's base, at which time full rate applies, alternatively when customer informs the Company that equipment will not be mobilized. 
 

8.    The equipment shall remain the property of the Company and nothing contained in these Terms and Conditions shall confer or be deemed to confer any interest in the equipment on the Customer.
  
9.    The Customer shall permit the Company at all reasonable times to enter upon the premises in which the equipment is for the time being kept for the purpose of inspection and examining the condition of the equipment.
  
10.   The Customer shall not assign, let, pledge, mortgage, charge, ncumber, or part with possession of or otherwise deal with the equipment or any interest therein.
  
11.   Any equipment hired by the Company from a third party and then hired to the Customer shall be subject to the conditions quoted by such part.
  
12.   Special tools ordered and built for a specific job will be charged on the basis of the applicable shop time, plus a minimum rental, whether or not the tool is used. Special transportation and import duty will be charged to Customer, where applicable.
  
B.    ADVISORY SERVICES
  
1.    In providing and performing any advisory services the Company shall have no executive powers in relation to any project or to any servant or agent of the Customer and shall not give any direction or order to any servant or agent of the Customer and shall not act or purport to act or permit any servant or agent of the Company to act or purport to act on behalf of the Customer in any dealing with any third party.

  
2.     It shall be the responsibility of the Customer to decide whether any recommendations made by the Company in performing the advisory services are followed out or not.
  
3.     The Company shall not be liable to the Customer in respect of any incorrect or incomplete advice or information given by the Company or any servant or agent of the Company to the Customer.
  
C.    STOCK OF TOOLS   
  
Although a rental price is listed in our catalogue, it is to be understood that all equipment may not be stocked in all sizes at Company's Forus base at all times - nor will all equipment, necessarily, be manufactured, purchased, or transferred for rental at our published rates. We endeavour to stock the equipment for which a reasonable demand exists.
  
D.    MILEAGE AND TRANSPORTATION
  
1.    All pipe shall be supplied along with new wire rope slings at customers option and cost. Any such wire rope slings returned to Company will be scrapped.
  
2.    All transportation, cranage and labour costs will be for the Customer's account. Local transport with IOT's truck will be charged at NOK 500,- per delivery.
  
3.    All items of equipment or transportation or other services supplied by an outside contractor and purchased by the Company on the Customer's behalf may be charged to the Customer at cost plus 10%.
  
4.    The Company shall not be liable for any consequential loss or loss of market or delay however caused.
  
5.    No claim of any kind shall be made against the servants or agents of the Company on any ground whatsoever.
  
E.    DAMAGES
  
It is agreed that Company shall not be liable for loss, damage or injury to the well of which these services are supplied, nor responsible for use of equipment supplied for services, or from acts of any person engaged in performing services to the well. The Customer assumes all responsibility for tools furnished for services, and agrees to hold Company harmless for injuries to persons resulting from said services. Well conditions which prevent satisfactory operation of tools or equipment do not relieve the Customer from responsibility for all appropriate charges. The Customer assumes all expense, such as telephone, telegraph, freight, express, duty and drayage charges.
  
F.    HOLD HARMLESS CLAUSE
  
It is agreed that the Customer at all times remains in full charge of the conditions existing in and about the well, the well bore, the drilling machine and derrick. Therefore, while it is understood that Company employees will at all times exercise their best judgement under known or expected conditions, the opinions and interpretations of such employees are advisory only. The Customer accepts such options only as advisory. The Company cannot and does not guarantee any specific results to be obtained from the use of its products, performance of its services, or actions based on opinions of its employees.
   
G.    WARRANTY
  
1.    In connection with any products, or parts thereof, furnished or rented to Customer, Company warrants only that the same shall be free from defects of workmanship and material, and the liability of Company's breach of such warranty, when such is shown, shall be limited to the replacement of, or the allowance of credit for, the part or parts thereof, whether resulting from negligence of the Company or any of its agents, servants or employees.
  
2.    In no case whatsoever shall any liability of the Company, however arising, exceed the price paid by the Customer for the services.
  
3.    The Customer shall indemnify the Company against all taxes, payments, fines, expenses, losses, damages (including physical damage) and liabilities, whether or not arising out of the negligence of the Company, their servants or agents, suffered or incurre   The Company in the performance of their obligations under any contract to which these Terms and Conditions apply, including any liability to indemnify any other person against claims made against such other person by the Customer.
  
H.    COMPENSATION
  
1.    The Customer shall pay the Company for the materials used in the service and for the service performed, whether or not the desired results are achieved. If any material furnished by the Company for the service and not expected to be consumed in the service is lost or damaged such material shall be recovered or repaired at the Customer's expense, or the Customer shall pay for such material lost or damaged beyond repair, unless such loss or damage is due to the wilful default of the Company or its own servants.
   
2.     Equipment will be charged for at the posted rental prices which are subject to change without notice. The Customer's responsibility hereunder and equipment rental begins when the equipment leave the Company's service point and conditions until they are returned.

Minimum rental period is 5 days.
  
3    Twenty-four (24) hours or any part thereof constitute the first day's rental. Additional days begin at the expiration of the first twenty-four (24) hours, and continue until the tools are returned. Standby Rental Rates will be charged on tools from each day that they are away from the Company's Forus Base until returned, unless otherwise agreed upon.
  
4.    The rates quoted in the price list are in Norwegian kroner. Invoices will be presented monthly and are payable in either Norwegian kroner or in any other currency but only as specified by Company in payment instructions written thereon. Invoices are due for payment within thirty (30) days from date of presentation. An interest of two percent (2%) per month, calculated on the total amounts outstanding after due date.
   
5.     After return from rental, equipment will be subjected to the following as and where applicable:
   

  •  Cleaning (tubulars run in brine may have to be HP water blasted more than once, at an additional cost)
  •  Inspection (either by Companys or Third Party inspectors)
  •  Pressure testing
  •  Maintenance
  •  Repair
  •  Preservation

   
The cost of all or part of the above will be for Customers account, unless stated otherwise in our Price List.
  
Company will not accept any inspection or repair carried out by, or on behalf of, the Customer unless mutually agreed.
   
6.    Mobilisation of equipment on call-out after normal working hours will be charged at NOK 1.200,- per man hour, min. 3 hours per person called out. Customs clearance of bonded equipment, after normal working hours, will be recharged at documented cost + 10%.

    
7.    The Company contracts and does business solely upon these Terms and Conditions notwithstanding anything to the contrary contained or purported to be contained in any document or oral statement made by Customer and no variation or alteration of these Terms and Conditions shall be of any effect unless expressly agreed to in writing by the Manager.
   
8.    Modification of Price.

All or part of this price list is subject to change without notice.

Long term rental rates available on request.
  
  
NO EMPLOYEE IS EMPOWERED TO ALTER THE TERMS AND CONDITIONS OF THE PRICE LIST.
   
THESE TERMS AND CONDITIONS AND ANY CONTRACT TO WHICH THEY APPLY SHALL BE GOVERNED BY APPLICABLE LAW.