Terms and conditions
GENERAL TERMS AND CONDITIONS OF SALES AND SERVICES
DATE January 1st, 2020, Rev.001 Page 1 of 1 Check PVB
- Prices and payment The prices are in Euro, net and exclusive of any taxes, duties, levies and premiums.. Prices are based on the information that Pipesurvey International has been provided prior to preparing the agreement and subject to variation in case of change in specifications, conditions, time frame, deliverables and scope of work. Should re-run or re-mobilization be necessary for any reason or circumstance that cannot be fully and directly attributed to the Contractor they shall be reimbursable. All invoices shall be payable max. 30 days net from the date of invoice as per the agreed payment terms.
- Health, Safety and Environment Pipesurvey International is an ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 certified company. Parties shall conduct all activities in compliance with safety precautions and international standards for health, safety and environment without compromise to time or cost. Upon signing of the agreement and prior to commencement of field activities, Pipesurvey International shall draft a Method Statement including safety inducement prior to work, job safety analysis, safety procedures and risk mitigating measures and usage of personal protection means. The Company shall provide a safe work place and Pipesurvey Personnel shall not be exposed to dangers or hazards. This applies specifically to exposure to explosive substances and sour gas. Company shall provide work permits, barriers and warning signs where necessary. The Company will provide immediate medical assistance in cases of emergency. Pipesurvey International reserves the right at any time and to its own discretion, to suspend or terminate activities and services, remove equipment and personnel from the work site if and when conditions arise or may arise where health, safety and security cannot be guaranteed, or standards or procedures are neglected, until mitigating measures have been satisfactorily taken.
- Force Major Pipesurvey International shall not be responsible for and shall have no liability in respect of failure or of delay in performance hereunder if such failure or delay is due to any causes which are not reasonably within the control of Pipesurvey International, including in particular but without limitation strikes, lock-outs, wars, earthquakes, storms, fires, floods, explosions, hurricanes, civil disturbance, terrorism, international sanctions, governmental infringement of any nature.
- Liability and Liquidated damages Pipesurvey International shall not be liable or responsible for any costs, claims, expenses and losses of any nature, compensation, or consequential damages directly or indirectly arising or resulting from this agreement such as equipment or services. These include, but are not limited to, downtime, damages, injuries or deaths to the Company or any other third party personnel, equipment, assets or property, unless such damage is the result of willful and gross misconduct. Pipesurvey International does not take any liability of any kind with respect to the pipeline. Without prejudice to any liquidated damages or other compensation, Parties shall have installed their own insurance policy. Other than whilst under the full control of Pipesurvey International, cost for repair or replacement arising from loss or damage to equipment under this agreement shall be fully reimbursed by the Company.
- Cancellation, alteration and termination of the agreement Any costs which arise to activities or circumstances, not communicated prior to signing the agreement, and which affect deliveries, time, work progress, personnel or costs of any nature, will be charged with surcharge of 15% for handling and administration to and reimbursed by the Company. Modifications of terms and conditions stipulated in the agreement shall only become effective by mutually signed agreement. Should the Company terminate the agreement prematurely, then Pipesurvey International shall be entitled to compensation of any costs that it has made under this agreement, in addition to 15% of the contractual lump sum and to the maximum of the contractual lump sum. This agreement terminates with the final payment of the complete scope of work under this agreement.
- Warranties Reports, records, evaluations and recommendations made by Pipesurvey shall not be construed as warranty or guarantee of the structural condition of the pipeline or any other condition of the pipeline. The Company hereby waives the right to any claim against Pipesurvey International related to the foregoing.
- Tool lodgment In the unlikely event of equipment becoming lodged in the pipeline, Pipesurvey shall notify the Company on the shortest possible term and as accurate as possible the location of the lodged tool. The Company shall be responsible for the associated costs for equipment removal. Should the lodgment be determined to be the fault of Pipesurvey International, then it will conduct a re-run without additional costs. Should the lodgment be the fault of the Company, the Company shall reimburse Pipesurvey for all associated costs for repair or replacement of the tool and pay the established rate for re-run.
- Property Equipment on rental shall remain the property of Pipesurvey International and the Company shall under no circumstance confiscate, sell, mortgage, pledge, assign, sublet, hire, charge, encumber or part possession of such equipment. Equipment on sale to the Company shall become the Companies’ responsibility on delivery. Notwithstanding the foregoing, property in such equipment shall remain with Pipesurvey International until full payment of all monies owed to it by the Company for such equipment has been received. Equipment shall at all times remain at the full disposal of Pipesurvey International. Should work be interrupted for any reason, it is at the discretion of Pipesurvey International to re-mobilize the tools, should their company management require such to fulfil other obligations.
- Data The Company warrants that prior to commencement of the Services the Company will provide Pipesurvey International with all data, information and records relating to the pipeline and/or work site and otherwise which may be relevant to enable Pipesurvey Internationals safe and efficient provision of services.
- Confidentiality All information and results obtained by Pipesurvey International in the course of supplying the services to the Company shall be treated by Pipesurvey International as strictly confidential. Any technical, scientific or commercial information proprietary to Pipesurvey International which is obtained by the Company in the course of this agreement shall be treated by the Company as strictly confidential. The confidential information of either party shall not be divulged to any person or company, without prior written consent of the party to which it belongs. Both parties shall make known such obligations to their contractors or subcontractors and their respective officers, employees and agents and shall bind them to act in such a manner as to ensure that neither party is in breach of such obligation. Notwithstanding any other provisions herein to the agreement, all rights to the intellectual property relating to the services shall at all times remain vested in Pipesurvey International.
- Business Ethics The parties shall uphold the highest standards of business ethics in the performance of the agreement. Neither of the parties shall directly or indirectly receive, give, offer to give anything of material value from or to any employee, director or agent of the other party or its contractors, subcontractors, suppliers, agents, government officials or any other persons which could be regarded as an improper inducement to any other party.
- Governing Law The agreement shall be governed by and interpreted in accordance with the law of the Netherlands. Parties shall make all efforts to settle disputes amicably. Where parties cannot reach agreement, disputes shall be filed at a Dutch Court.
