Terms And Conditions Of Use

OILSWELL LTD
General Conditions of Sale

GENERAL
1.    Oilswell Ltd only sell or supply goods or services on these conditions which, in case of conflict, shall override any terms or conditions imposed by you and which can only be varied if signed by the duly authorised representative of the supplying company.  Each sale contract between you and ourselves as the supplying company is herein referred to as "the contract".

ACCEPTANCE
2.    Our quotations and estimates are without commitment and an order is not binding on us unless (expressly or implied) we accept it in writing by a duly authorised representative.

 PRICES
3.1    Unless we agree otherwise in writing, our prices are quoted delivered UK address for UK sales (subject to minimum delivery quantity) and FOB UK port for International sales as defined in current ICC INCOTERMS.  We shall be free to increase quoted prices (whether accepted or not) to cover variations in cost to us of materials, manufacture, carriage and insurance when variations in such costs arise between the date of quotation and the date of completion of the contract.  Prices are quoted exclusive of valued added tax.
3.2    You shall be exclusively responsible for all customs duties and other such costs of importation.

PAYMENT
4.1    Unless we agree otherwise in writing our terms of payment are (for UK sales) that each invoice is payable in full on or before 20th of the month following the month of delivery and for International sales that payment is made to us in full in accordance with our quotation/offer and agreed terms of payment.  All payments shall be made in Sterling at our office in Yorkshire.
4.2    We reserve the right at any time to charge interest on a day to day basis at 3 per centum per month from the due date on late payments and as well after as before any judgement.
4.3    If any of your payments are returned by your bank far any reason we will charge 25 for each and every time any payment is returned.
4.4    If it should be necessary to issue proceedings in the courts to recover any debt we will make an administration fee to cover our internal expenses of 100.00.
4.5    Should your payment be in excess of 30 (thirty) days late the total debt will become due and payable in full.

PERFORMANCE
5.1    Although we shall endeavour (subject to 5.2 below) to meet your delivery or completion requirements we shall be under no obligation to deliver goods or supply services by any specified date.  Delivery and completion dates quoted by us or included in the contract are given in good faith but are estimates only and without engagement.
5.2    We may suspend or cancel the whole or any part of the contract if by reason of circumstances beyond our control (including, but without limiting the foregoing, strike, lockout, labour dispute, damage to or loss or failure of machinery, insufficient supply of electricity, gas oil or water, fire, mobilisation, war, blockade, act of God, adverse weather and shortage or carriage or shipping facilities) either we are prevented or hindered form performing our obligations or performance of those obligations is to a substantial degree rendered difficult.  If we exercise our right of suspension, you may within 7 days cancel any remaining part of the contract conditionally on your paying expenses incurred to date and our fair charges.  We shall have no liability for any such suspension, and on any such cancellation, whether by us or buy you; our liability (if any) is limited to repayment of any part of the price received less our fair charges and any expenses already incurred by us.
5.3    Part deliveries (in accordance with the contract or, with reasonable justification, as a departure from the contract) shall be deemed to represent separate contracts.
5.4    Without prejudice to any other right we may have we shall be entitled to charge for abortive delivery costs, storage and associated costs should you be unavailable for or refuse to deter delivery.
5.5    We do not supply goods or undertake work on approval and goods are not returnable except with our express written agreement.

TITLE AND RISK
6.1    Title to goods supplied by us remains vested in us until the purchase price and all other monies owing by you are paid in full.
6.2    Pending such payment such goods shall be kept separate and insured to their full value by you and in all respect held by you as bailee for us.  We shall be entitled at any time to inspect and or to repossess our goods and you will allow and procure for  us any necessary access therefore.
6.3    In the case of goods intended by you (at the time of your order) for resale in the normal course of your trading you shall, notwithstanding that the goods have remained our property, have liberty (for so long as we shall not have repossessed or given you notice of our intention to repossess the goods and as no event conferring a right of termination under 13 below  shall have occurred) to sell such goods on a disposal in good faith for full value in the normal course of such trading and title shall pass to you immediately prior to its passing on such sale.  In the case of other goods you shall while the goods remain our property not dispose or permit any disposal of them.
6.4    The risk of any loss, deterioration or damage shall nevertheless be borne by you from the moment of appropriation of goods to the contract except to such extent (if any) as we may have the benefit of insurance against such risk.
6.5    If we store, transport or work on any goods or other property (including goods about to be delivered by us or goods for intended incorporation in or use on contract goods or services) belonging to you or any third party we do so as your sole risk and (except as provided in these conditions) we shall have no liability to you or to any other party for loss deterioration or damage to such goods or other property howsoever arising and whether by negligence or otherwise.
6.6    In cases where we make a contract of carriage and/or arrange for insurance of goods in transit we shall be deemed to be acting as your agent and sub-sections (2) and (3) of Section 32 Sale of Goods Act 1979 shall not apply.

CLAIMS
7.    Without prejudice to 6.4 above, we shall have no liability arising out of non-delivery, shortage in delivery, deterioration or damage in transit except (but only in respect of goods delivered or intended for delivery in or in transit in the United Kingdom) where the appropriate claim is received by us in writing within the appropriate period specified below (or, in the case of transit of goods by carrier, such shorter period (known or which should reasonably be known to you) as the relevant carrier may lawfully require as a condition of its liability).  The period referred to shall be 14 days from the date you receive our notification of despatch in the case of non-delivery and 3 days from the date of delivery in the case of shortage in delivery, deterioration or damage in transit.

OUTSIDE WORK
8.    Where we undertake work or provide labour at your works or elsewhere (not in our exclusive occupation) you shall indemnify us against all liability (including without limitation in respect of employee or third party claims) arising directly or indirectly from defects in or unsuitability of the works or site of apparatus or plant (other than that provided by us) or from negligence or breach of statutory duty on your part or that of your employees or any other third party (other than our own employees) and howsoever arising.
 

SPECIFICATION
9.1    Except where we specifically agree in writing the selection or  choice of our goods or services and (except as to compliance with specific technical specifications contained in our current literature) the assessment of our goods' suitability and fitness for your purpose is your sole responsibility.
9.2    Any specifications formulations data literature and statements as to content suitability performance or otherwise issued by us in connection with our goods or services are offered in good faith but are intended to be approximate only and shall not be deemed to constitute representations.
9.3    The copyright in our data sheets, packaging and literature shall remain our property.
9.4    Sections 13 to 15 (inclusive) Sale of Goods Act 1979 shall apply subject to the foregoing ( and to 11.2 below) and subject to any stipulations specifically made by us prior to the contract.

INSTALLATION MAINTENANCE AND TESTING
10.1    Where we undertake to install, maintain, repair or test any goods you shall bear the cost which  shall include any travel and subsistence costs of our employees and agent(s) and provide (at your own expense) all relevant information and such facilities as we may require.
10.2    You shall be responsible for compliance with all statutory requirements and third party rights in connection with the siting, installation, erection and use by us of goods to your order and shall indemnify us accordingly.

WARRANTIES
11.1    The warranty under this condition to any written warranty separately given to you by us and (subject to 9 above and 11.2 below) all other warranties implied by common law, statute or otherwise.
11.2    Except where we specifically otherwise agree in writing, we offer no (and shall have no liability under any) warranty or condition  (express or implied) in respect of goods materials or services of our suppliers or sub-contractors but we will (where we consider it appropriate and practical to do so) assist you to obtain the benefit of such warranties as are available from them in favour of first users of goods or services.
11.3    Subject to 11.2 above we will warrant (subject to the limitation set out in this condition and in 12 below that if goods of our own manufacture or services provided by us prove under normal conditions not to be free from defects in workmanship we will (at our election) repair or replace free of charge any goods (or the relevant constituent parts) or re-execute free of charge any of such services which in either case we find upon examination (for which you shall accord us full facilities) to have been so defective.  This warranty is subject to the following limitations:
11.3.1    We shall be under no obligation to make good fair wear and tear or to make good faults or damage arising from impact, modification, inappropriate use or treatment, incorrect handling or failure to comply with use or maintenance instructions, or exposure to corrosive substances.
11.3.2    The benefit of the warranty shall only apply to you as our original customer.
11.3.3    Except where we specifically otherwise agree in writing warranty claims must be notified (in detail) to us in writing within 6 weeks of delivery or (in the case of services) practical completion and (in every case where our interests may be prejudiced by late notification) within 30 days of the grounds for the claim becoming apparent or discoverable on reasonable examination and all claims not so notified shall be deemed to have been waived.

LIMITATIONS OF LIABILITIES AND INDEMNITY
12.1    We (and our employees and agents on whose behalf we contract for the purpose) shall in no circumstances be liable to you  or to third parties  for any loss of profit or consequential loss or damage, whether in respect of breach of the contract or of any collateral contract or in respect of negligence or any representation.
12.2    Without prejudice to 5.1 and 5.2 above we shall in no circumstances be liable from you or to third parties for any loss or damage arising directly or indirectly from failure to perform or delay in performing any obligation by reason of circumstances beyond our control or from delay in delivery or completion.
12.3    You shall indemnify us (and our employees and agents) against all third party claims to the extend to which our liability in respect thereof is or is purported to be restricted or excluded under 12.1 and 12.2 above (each being construed for this purpose without regard to 12. 4 below).
12.4    12.1 and 12.2 above shall not restrict or exclude any liability on us for death or personal injury resulting from our negligence or those for whom we are vicariously liable.
12.5    Our pricing structure is based  upon these limitation of liabilities and indemnities and you are advised to consider yourself obtaining insurance cover for any claims for which we are (pursuant to this condition or otherwise) not liable for any indemnity liability which may arise under this condition.

TERMINATION
13.    We may by notice to you terminate our supply and/or service obligation if you are in breach of the contract or any other contract with us (such breach, if remediable, not having been remedied within 7 days of notice from us or any judgement against you is unsatisfied for 14 days or (being an individual) you die or commit and act of bankruptcy or (being a corporation) you enter liquidation or receivership or any event analogous to any of the foregoing shall happen in any other jurisdiction and any such termination shall be without prejudice to your obligations and our rights under the contract save that (in respect of amounts paid by you) you shall be entitled to credit (subject to our right of set off against any liabilities on any account) amounting to the lesser of the price under the contract with you in relation to, and the proceeds (less costs) of our subsequent disposal of, any goods which we have not delivered or which we repossess.

ASSIGNMENT
14.    You may not assign the contract or any rights thereunder without the prior written consent.

INTERPRETATION
15.1    These conditions shall be interpreted without reference to their headings.
15.2    The contract is deemed to be made at our offices in Yorkshire and shall be governed by English Law, and you shall submit to the non-exclusive jurisdiction of the English courts.
15.3    The Uniform Law on International Sales shall not apply to the contract.
15.4    Any provision of these conditions held by a court of law to be invalid shall be severable and shall to the extent necessary to prevent such invalidity be deemed to be omitted from these conditions and any liability which would otherwise have been excluded or limited shall nevertheless be subject to the remaining provisions of these conditions.
15.5    The waiver or any breach of any of these conditions or the non-enforcement of any of these conditions shall not prevent the subsequent enforcement of that condition or the exercise of any right arising from that breach and shall not be deemed a waiver of any subsequent breach.