Pipeline Supplies Gulf FZE - Terms and Conditions

DEFINITIONS ETC

1.1 In these Conditions the following words have the following meanings:

"Buyer" the person firm company or other entity who purchases or purports to purchase the Goods from the Seller

"Conditions" the standard terms and conditions of sale set out in this document which (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Seller and the Buyer including, for the avoidance of doubt and without prejudice to the generality of the foregoing, any order acknowledgement issued by the Seller

"Contract" any contract between the Seller and the Buyer for the sale and purchase of the Goods, incorporating these Conditions

"Goods" any Goods which the Seller agrees to supply to the Buyer under the Contract (including any instalments or parts of them)

"OCTG" Oil Country Tubular Goods, i.e. oilwell casing, tubing and drill pipe

"Seller" means the relevant member of the Petroleum Pipe Group of Companies acting as the Seller of the Goods being sold under the Contract, being such of Petroleum Pipe Company Limited, PPCL Limited, Petroleum Pipe Middle East FZE, Petroleum Pipe Americas Corp, Pipeline Supplies Gulf FZE and such other trading company of the Petroleum Pipe Group of Companies as may be the Seller in the Contract from time to time, including the successors and assigns of the same as may be relevant. For the purposes of this definition the Petroleum Pipe Group of Companies means any subsidiary company of Petroleum Pipe Group Limited or any subsidiary thereof. For the avoidance of doubt, Petroleum Pipe Group Limited will under no circumstances be treated as "the Seller" pursuant to any Contract or under these Conditions.

1.2 Any reference in these Conditions to any provisions of a statute shall unless the context otherwise require be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 For the purposes of these Conditions, "in writing" when referring to the Seller shall mean such a document as is in writing from an authorised representative of the Seller including for the avoidance of doubt, official communications made by the Seller in electronic form (or e-mail)

THE CONTRACT

2.1 All contracts for the sale of Goods by the Seller incorporate these Conditions to the exclusion of all other terms and conditions (including without prejudice to the generality of the foregoing to the exclusion of any term or condition in the Buyer's order or the Buyer's Terms and Conditions), such other terms and conditions to be of no effect unless specifically agreed in writing by the Seller. Unless otherwise agreed by an authorised representative of the Seller in writing, no contract shall be deemed to be concluded until the Seller has issued a written order acknowledgement, it being a condition of such acknowledgement that these Conditions apply to such order on the basis set out in this clause

2.2 All drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller's catalogues or brochures are issued or published (including without prejudice to the generality of the foregoing publication on the Seller's web site) for the sole purpose of giving an approximate idea of the Goods described in them. They do not form part of the Contract.

2.3 These Conditions apply to all sales between the Buyer (or any member of the Buyer's group) as appropriate and the Seller and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing by an authorised representative of the Seller. By entering into a Contract the Buyer acknowledges that it does not rely on any representations unless so agreed in writing by the Seller.

2.4 No order which has been accepted by the Seller may be cancelled by the Buyer except with the prior written agreement of the Seller and upon terms of an indemnity in favour of the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation and work done to the date of cancellation.

INCOTERMS

3. Except as varied by these Conditions or otherwise agreed in writing, the commercial terms in the Contract such as CIF and CFR shall have the meanings assigned to them by Incoterms 2000 Edition, including any additions or amendments thereof.

CONDITION OF THE GOODS

4. Subject to the provisions of these Conditions, Goods supplied by the Seller will comply with the specification defined in the order acknowledgement ("Specification").

5. Unless the parties have expressly agreed in writing to modify this Clause then, save as set out in clause 11 without prejudice to the provisions of Clause 4 above, any condition or warranty, statement or undertaking as to the quality of the Goods or their fitness or suitability for any purpose however or whenever expressed or which may be implied by statute, custom of the trade or otherwise is hereby excluded.

6. Without prejudice to the foregoing, no statement or undertaking contained in any British Standard, Euronorm, ISO Recommendation or other standard or technical specification as to the suitability of the Goods for any purpose shall give rise to any legal liability.

NON-PRIME

7. Goods sold as "non-prime" or "uncertified" are sold in their actual state, as seen, without warranty and with all faults whether or not the Goods have been inspected by the Buyer prior to delivery. Any statement, specification, description or other information provided by the Seller in respect of such Goods is given in good faith but the Seller can accept no responsibility for its accuracy. In respect of a contract relating to "non-prime" or "uncertified" Goods, the other provisions of these Conditions shall be varied mutatis mutandis to reflect this Clause 7.

INSPECTION

8. Unless otherwise expressly provided in the Contract, upon the Seller giving written notice of the availability of the Goods for inspection and/or testing whether at the Seller's site or elsewhere, the Buyer shall inspect and/or test the Goods at the Buyer's cost within 7 days of such notice.

ACCEPTANCE

9. Acceptance of the Goods shall be deemed to have taken place immediately upon the occurrence of any of the following events (whichever is the earlier):

9.1 If the Buyer or its agent, signs a certificate of acceptance of the Goods as being in accordance with the Contract;

9.2 If the Buyer does not inspect or test the Goods within the time specified in Clause 8;

9.3 If the Buyer does not, immediately following such testing or inspection of the Goods, reject the Goods by notice in writing to the Seller on the grounds that the Goods are not in accordance with the Contract (save for discrepancy in weight or quantity), specifying the matters complained of; or

9.4 If the Buyer takes delivery, or requires despatch of, the Goods.

10. Upon acceptance of the Goods pursuant to Clause 9 the Buyer shall conclusively be deemed to have accepted the Goods as being in accordance with the Contract and shall not hereafter be entitled to reject the Goods for any reason whatsoever or (without prejudice to the warranty set out in clause 11) make any claim whatsoever on the basis that the Goods are not in accordance with the Contract, whether or not such defect could have been revealed by testing or inspection pursuant to Clause 8.1.

WARRANTY

11.1 The Warranty set out in Clause 11.2 only applies to Goods which have been manufactured in the 12 month period prior to the date of delivery as evidenced by the relevant test certificate issued by the manufacturing mill of the Goods in question.

11.2 Subject to clause 11.1 and save in respect of Goods sold as "non-prime" or "uncertified" (which are sold in accordance with the provisions of clause 7), the Seller warrants at its option to repair or replace at the place of delivery within a reasonable time any Goods which are proved not to conform with the Specification to which they are manufactured (save for discrepancy in weight or quantity). In the case of OCTG, determination that the Goods fail to meet the Specification to which they were manufactured shall be by way of a field inspection referred to in clause 11.3 below. Such warranty shall exclude damage sustained or damage or deterioration occurring in transit or due to misuse of the Goods after the date of delivery or due to normal wear and tear. Such warranty shall also exclude any failure which is so slight that it would be unreasonable for the Buyer to allege that the Goods do not conform to the Specification and shall expire 6 months from the date of delivery. Notice of any claim under this Warranty must be given in writing by the Buyer to the Seller within 6 months of the date of delivery. Where the Warranty set out in this clause 11.2 applies, the Buyer shall use all reasonable endeavours to co-operate with the Seller to enable it to meet its obligations to repair or replace the relevant non-conforming Goods.

11.3 Any field inspection of oilwell casing, tubing or drill pipe for the purposes of clause 11.2 shall be carried out strictly in accordance with the requirements of API Recommended Practice 5A5 "Field Inspection of New Casing, Tubing and Drill Pipe" (latest edition at date of the Contract). Such inspection shall be carried out by a third-party inspector approved in writing by the Seller.

11.4 The provisions of this clause 11 set out the full extent of the liability of the Seller to the Buyer for breach of the warranty set out in this clause 11. For the avoidance of doubt, nothing in this clause 11 shall affect the provisions set out in clause 8 (Inspection) and 9 and 10 (Acceptance).

WEIGHT AND QUANTITY

12. The weight or quantity of the Goods printed upon the Seller's invoice or otherwise notified to the Buyer shall be final unless the Buyer shall have given notice of any discrepancy in weight or quantity on or prior to acceptance of the Goods pursuant to Clause 9.

13. Delivery to the Buyer of a quantity of Goods less than or greater than that which the Seller has agreed to sell shall under no circumstances entitle the Buyer to reject the Goods delivered.

DELIVERY

14. The Seller reserves the right to supply the Goods from any of its sites or elsewhere and unless otherwise agreed the method of carriage of the Goods shall be at the discretion of the Seller. If the Seller so agrees the Goods may be collected from the site by the Buyer and in such event the Buyer shall collect them without delay following acceptance pursuant to Clause 9 failing which the Seller may decide after the elapse of three days from such acceptance to despatch the Goods itself at the Buyer's expense and risk or to proceed as set out below. If (i) the Goods are not collected by the Buyer within 3 days of such acceptance and the Seller decides not to despatch them to the Buyer or (ii) the Buyer fails to legitimately accept delivery of the Goods or (iii) the Seller is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licenses or authorisations then;

(i) the Goods will be deemed to have been delivered and the risk in the Goods will pass to the Buyer (the Seller's duty of care with respect to the Goods being limited (without prejudice to the provisions of sub-clauses (ii) and (iii) below) to that of a gratuitous bailee); and

(ii) the Seller may store the Goods until actual delivery and the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance); or

(iii) provided the Seller gives to the Buyer such written notice as the Seller shall deem reasonable in the circumstances of the sale of the Goods in accordance with this clause, the Seller may sell the Goods at the best price readily obtainable by it and (after deducting all storage, selling expenses and additional costs) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract. The Seller's determination of "best price obtainable" for purposes of this Condition shall be final and binding

15. Each part delivery or instalment of the Goods shall be deemed to be sold under a separate contract.

ADDITIONAL COSTS

16. The Seller reserves the right to charge to the Buyer any costs, charges or expenses incurred by the Seller as a result of vehicle or wagon detention or demurrage of ships in consequence of any act or omission of the Buyer, its servants or agents, or as a result of special requirements or stipulations of the Buyer not provided for in the Contract.

INSURANCE

17. Any marine insurance required to be effected by the Seller under the Contract shall, unless otherwise agreed in writing, be 10% over the invoice price and shall cover the interest from the commencement of transit to the contractual point of delivery named in the order acknowledgement as provided and contained in the Institute of London Underwriters ('the Institute') Cargo Clauses, the Institute's War Clauses and the Institute's Strikes Clauses, current at the time of shipment.

TIME FOR DELIVERY

18. Dates or periods for delivery are approximate and are given for information only and shall under no circumstances be essential terms. Any delay in delivery including delivery later than the date or dates provided in the Contract documents shall not constitute a breach of contract and shall not entitle the Buyer to avoid the contract or to any other remedy unless the Seller has guaranteed the date of delivery in a written warranty which expressly refers to and modifies the provisions of this Clause.

19. Should the manufacture, processing, delivery or otherwise of any of the Goods or the delivery thereof to the Buyer whether by the Seller or a subsidiary or associated company or an independent carrier be prevented or hindered directly or indirectly by fire, the elements, war, civil commotion, strikes or lock-outs, industrial dispute, shortage of raw materials or fuel, notwithstanding that the Seller has taken all reasonable steps to procure the same, shortage of labour, breakdown or partial failure of plant or machinery, late receipt of the Buyer's specification or other necessary information, acts, orders or regulations of Governments, decisions or directives of the Commission of the European Communities, delay on the part of any sub-contractor or supplier or any cause whatsoever beyond the reasonable control of the Seller or any of its subsidiary or associated companies concerned with the manufacture processing, delivery or otherwise of the Goods then notwithstanding any warranty modifying the provisions of Clause 18 herein, the time for delivery of the Goods shall be extended for a reasonable period having regard to the effect of the delaying cause on the manufacture, delivery or otherwise of the Goods.

20. If delivery of any of the Goods is likely to be delayed by reason of any of the causes or events referred to in the last preceding Clause, and

20.1 the Seller shall not have taken delivery or shall not have completed the manufacture or processing of the Goods or if after completion of manufacture or processing the Goods have been lost, destroyed or irreparably damaged; and

20.2 the delay is likely to continue so long that the Buyer will need to acquire substitute Goods from a source other than the Seller; and

20.3 the Buyer shows to the reasonable satisfaction of the Seller that the conduct of its operations is likely to be seriously affected by the lack of the Goods or that the Buyer is in peril of being in breach of a contractual obligation to a third party.

then the Seller shall at the written request of the Buyer agree to the cancellation of the delivery of those Goods.

PRICE AND PAYMENT

21. Unless the contract documents otherwise expressly provide, the price payable by the Buyer for each delivery shall be the Seller's ruling price current at the date of despatch to which shall be added any Value Added Tax and any other tax or duty relating to the sale or delivery of Goods chargeable to the Seller and (where appropriate) the applicable freight, insurance charges (if applicable) and other charges current at the date of despatch. The price of such delivery (including such freight and other charges) shall be paid in full and received by the Seller by the date specified in the Contract. The Seller shall be entitled to charge interest on any sums not so paid. Such interest shall be calculated on a daily basis on the amount outstanding at the rate of 3% per annum above the published base rate of Bank of Scotland plc

22. The contract price for the Goods is for the supply of the Goods in accordance with the express terms of the contract.

23. Payment shall be made in the currency specified in the contract documents. The amount of the price to be paid shall not be subject to any discount or deduction except as agreed in writing by the Seller.

24. The Buyer shall not be entitled to withhold payment of any amount payable under the contract to the Seller because of any disputed claim of the Buyer in respect of defective Goods or any other alleged breach of contract, nor shall the Buyer be entitled to set off against any amount payable under the Contract to the Seller any monies which are not then presently payable by the Seller or for which the Seller disputes liability.

RETENTION OF TITLE

25.(a) No property in the Goods shall vest in the Buyer unless and until the Buyer makes full payment to the Seller for the Goods. Furthermore, the property in the Goods shall not pass to the Buyer until the Seller has also received in cleared funds the full amount of any other sums which may be or become due from the Buyer to the Seller pursuant to any other business transaction. The Buyer shall in all respects treat and deal with the Goods as the bailee of the Seller and shall store the Goods (at no cost to the Seller) so that they are readily identifiable as the property of the Seller. During such period (and without prejudice to other rights) (i) the Buyer shall not destroy or obscure any identifying mark or packaging on or relating to the Goods (ii) the Buyer shall maintain the Goods in satisfactory condition insured on the Seller's behalf for their full price against all risks to the reasonable satisfaction of the Seller and produce to the Seller the relevant policy of insurance on request holding any proceeds of such insurance on trust for the Seller and (iii) the Seller shall be entitled to enter any premises to inspect the Goods and if the Buyer shall fail to make due payment for them, to-retake and re-claim the Goods. Until full payment has been made, the Buyer shall not be entitled to dispose of any property in the Goods (by sale or otherwise).

(b) The Buyer's right to possession of the Goods shall terminate immediately if (i) the Buyer convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or (ii) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe/perform any of its obligations under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or (iii) the Buyer encumbers or in any way charges any of the Goods; or (iv) anything analogous to the matters set out in sub-paragraphs (i) to (iii) occurs in respect of the Buyer in the law of the jurisdiction in which the Buyer is incorporated.

LIMITATION OF LIABILITY

26. (a) The warranty in Clause 11 is given in lieu of any other legal remedy. Under no circumstances shall the Seller be under any further liability for any loss, damage, cost or expense whatsoever (including without limitation loss of profits or any indirect or consequential loss) occasioned by any breach of contract, negligence or breach or any duty of the Seller whatsoever and howsoever such loss, damage or expense may have been caused. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

(b) Nothing in these Conditions excludes or limits the liability of the Seller for death or personal injury caused by the Seller's negligence.

(c) Subject always to sub-paragraphs (a) and (b) and without prejudice to the generality thereof The Seller's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to US$20,000 or the price of the defective Goods in question, whichever is the lower

TIME LIMITS FOR CLAIMS

27 Subject always to the provisions of clause 26 and without prejudice to the provisions thereof:-

27.1 the Seller shall be under no liability to the Buyer whatsoever unless notice of any claim is given by the Buyer in writing to the Seller (such notice to contain reasonable details of the alleged claim) within 6 months of the date of delivery;

27.2 the Seller shall in any event be discharged from all liability whatsoever and howsoever arising in respect of the Goods unless court proceedings are brought within 12 months of the date of delivery of the Goods.

TERMINATION

28. The Seller shall be entitled without prejudice to its other rights and remedies either to terminate wholly or in part any or every contract (including the Contract) between itself and the Buyer or to suspend any further deliveries under any or every contract or to stop the Goods in transit in any of the following events:

28.1 If any debt is due and payable by the Buyer to the Seller but is unpaid;

28.2 If the Buyer has failed to provide any letter of credit, bill of exchange or any other security required by the contract, provided that in such event the aforesaid rights of termination or suspension shall apply only in regard to the particular contract in respect of which the Buyer shall have so failed;

28.3 If the Buyer has failed to take delivery of the Goods under any contract between it and the Seller otherwise than in accordance with the Buyer's contractual rights; or

28.4 If the Buyer becomes insolvent or enters into any composition or arrangement (including a voluntary arrangement) with its creditors or, being a body corporate, has passed a resolution of voluntary winding up except where solely for the purpose of solvent reconstruction or if a petition has been presented for an order for its winding up or for a Receiver (including an Administrative Receiver) or Administrator to be appointed or if any such order or Appointment is made or if being an individual or partnership the Buyer suspends payment of his or their debts in whole or in part or if an application has been made for an interim order or petition has been presented for a Bankruptcy Order or if any such order is made or if the Buyer, whether or not a body Corporate, shall carry out or be subject to any analogous act or proceedings under foreign law.

28.5 If the Buyer ceases or threatens to cease to carry on business

28.6 If the Seller (acting reasonably) suspects a material deterioration in financial position or prospects of the Buyer

29. The Seller shall be entitled to exercise its aforesaid rights of termination or suspension at any time during which the event or default giving rise thereto has not ceased or been remedied. In the event of any such suspension, the Seller shall be entitled, as a condition of resuming delivery under any contract between it and the Buyer, to require prepayment of, or such security as it may require for the payment of, the price of any further delivery.

INVALIDITY

30. In the event that, for any reason, any provision in these Conditions or any part thereof is or is held to be void, unenforceable, wholly or partly illegal, voidable, unreasonable or otherwise invalid by any court, tribunal or administrative body, any contract made which incorporates these Conditions shall continue to be fully binding and all other Conditions herein (including the remainder of any Condition where the effect of some part thereof is avoided) shall remain fully effective.

APPLICABLE LAW AND JURISDICTION

31. The contract shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English Courts, provided that nothing in these Conditions shall restrict the Seller from commencing proceedings in any court of competent jurisdiction.

ARBITRATION

32. Notwithstanding the provisions of Clause 31 above, the Seller shall be entitled to refer any dispute arising out of or in connection with the contract, including any question regarding its existence, validity or termination, or the legal relationships established by the contract, for final resolution by arbitration under the Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this clause. It is agreed that:

32.1 The tribunal shall consist of one arbitrator;

32.2 The place of the arbitration shall be London; and

32.3 The language of the arbitration shall be English.

NOTlCES

33. All communications between the parties concerning the contract must be in writing and delivered by hand or sent by pre-paid post or recorded delivery service or sent by facsimile transmission to the registered office of the addressee (if it is a company) or (in any other case) to the address of such addressee set out in any document which forms part of the contract (or to such other address as shall be notified to the other part for the purposes of this Clause).

34. Communications shall be deemed to have been received on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.

OTHER

35. The Buyer shall produce evidence of the ultimate destination of the Goods.

36. The rights of the Seller or the Buyer shall not be prejudiced or restricted by any indulgence or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach. Any variation in the terms of the contract must be agreed in writing between the parties.

37. For the purpose of these Conditions the expression "holding company" and "subsidiary" shall have the meaning attributed to them by Section 736 of the Companies Act 1985.

38. Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.

39. The Contract and any documents referred to in it constitute the entire agreement between the parties.

40. The Seller may assign the Contract or any part of it to any person, firm or company. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.

41. A person who is not a party to the Contract or any other contract between the Seller and the Buyer shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. Any recission variation amendment or waiver to or of this Contract or any other contract between the Seller and the Buyer shall not require the consent or approval of any person who is not a party to such a contract.

PSG
Sales: Sales@pipeline-supplies.com
Operations: Operations@pipeline-supplies.com
Accounts: Accounts@pipeline-supplies.com