General Terms & Conditions

Terms & Conditions of Sales

The quotation or acceptance of order overleaf is subject to the following terms and conditions of Dosco Petroservices Romania S.R.L. ("The Company") which Terms & Conditions supersede and exclude all general or special terms or conditions imposed or sought to be imposed by the Customer at any time; and the placing of an order with the Company is to be deemed to be an acceptance of these terms and conditions by the Customer which will form part of any contract between the Company and the Customer ("the Contract").

No variation or modification of or substitution for these terms and conditions or any provision of the contract shall be binding unless expressly accepted by the Company in writing.

Quotations do not constitute an offer by the Company to supply the goods or carry out the work referred to herein and no order placed in response to a quotation will be binding unless accepted by the Company in writing. All such acceptances by the Company will be subject to availability of the necessary materials and to the Company being able to obtain any necessary authorization and/or licenses and the same remaining valid.

a) Unless otherwise agreed in writing the price payable for the goods shall be the price ruling at the date of dispatch.

b) In other cases the price stated in the contract is based on the cost to the Company of raw materials, fuel, and power, transport and labor at the date of quotation or acceptance the order whichever is earlier. If at the date of dispatch the goods from the Company's works there has been any increase in all or any of such costs the price payable for the goods may at the request of the Company be increased accordingly.

c) Where the price for the goods is varied in accordance with this condition the price as varied shall be binding on both parties and shall not give either party an option of cancellation.

d) There shall be added to the price for the goods any value added tax and any other tax or duty relating to the manufacture, transportation, export, import, sale or delivery of goods (whether initially charged on or payable by the Company or the Customer) and where appropriate the freight and other related charges current at the date of dispatch.

e) All prices herein are expressed in the currency quoted and must be paid in the currency which was quoted. Payment for the Romanian companies are to be made in RON at the BNR exchange rate from the invoicing date.

a) Where goods are to be delivered outside Romania payment must be made against irrevocable letter of credit confirmed by a Romanian Bank unless payment or credit arrangements within Romania approved by the Company have been made.

b) Subject to credit being approved (and unless other terms are agreed) accounts are due for payment 30 days net after date of invoice. Failure to pay for any delivery or instalment shall entitle the Company to suspend further deliveries without prejudice to any other right of the Company.

a) Ownership of the goods will not pass to the Customer until payment for the goods (incl. freight, duties and handling) has been received by the Company in full. Until the time of actual payment to the Company of the total amounts owing in respect of (a) the goods comprised in this contract and (b) any other contract for the supply by the Company of any other goods or services to the Customer whether before or after the date of this contract the Customer shall keep the goods comprised in this contract as trustee for the Company and shall store the goods in such a way that they are separately identifiable.

Nevertheless prior to the time of actual payment for the goods the Customer is entitled to use the goods in the normal course of its business or to resell the goods to third parties in the normal course of its business on the condition that the goods or any articles manufactured from or incorporating the goods are held by the Customer as trustee or the Company pending payment in full to the Company of all amounts owing be the Customer to the Company in respect of this and any other contract for the supply of goods or services to the Customer as aforesaid and the Customer hereby assigns to the Company all rights and claims that the Customer has against any such third party.

b) The Company is only contracting to transfer to the Customer such title (if any) to the goods as the Company has therein at the time when title is to pass.

The Company reserves the right to make an additional charge for any extra ordered and not specified in the quotation or order and also for the expense of all inspections, tests, alternations or additional or any other work undertaken at the Customer's request.

Where goods are sold packed the extent of packing and/or protection will be at the Company's discretion unless the Customer stipulates special packing in which case such packing will be charged extra.

a) The delivery dates or time for performance specified in the contract are approximate only and unless otherwise expressly stated time is not of the essence for delivery or performance.

b) The Company will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform the contract or any part thereof if the duration of the delay is not substantial or if the delay or failure is due to act of God, fire, inclement or exceptional weather conditions, industrial action (whether at the Company's premises or elsewhere), hostilities, shortage of labor, materials, power or other supplies late delivery of performance or non-delivery or non-performance by suppliers or sub-contractors, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond the Company's control or of an unexpected or exceptional nature.

c) No delay shall entitle the Customer to reject any delivery or performance or any further instalment or part of the order or any other order from the Customer or to repudiate the contract or the order.

In connection with any products, or parts thereof, furnished to customers, Dosco Petroservices Romania S.R.L. warrants only that the same shall be free from defects of workmanship and material, and the liability of Dosco Petroservices Romania S.R.L. for breach of such warranty, when such is shown, shall be limited to the replacement of, or the allowance of credit for, the part of parts shown to be defective when used for the purpose for which intended.

Unless otherwise stated in the order or quotation all additional tests required by the Customer will be charged extra. All tests and inspections of samples shall take place at the Company' works and shall be final.

The construction, validity and performance of contracts governed by these terms and conditions shall be in accordance with the law of Romania.

Terms & Conditions of Rental

All business undertaken, including any rental of Equipment, advice, information or service provided by Dosco Petroservices Romania S.R.L. (hereinafter called “the Company”) is transacted subject to these terms and conditions.

1. The customer (as lessee) shall take the equipment on hire in the condition in which it is at the commencement of the rental period 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 may be required.

2. The company shall not be Iiable 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 examination.

3. The Customer shall indemnify 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 practices, 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 re-hard banding of drill pipes and heavy-wall drill pipes, shall be for the Customer’s 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 drill pipes and heavy-weight drill pipes which is lost in hole or downgraded below premium class shall be charged at the replacement cost quoted. (Neither prepaid rentals, nor depreciated values can be offset against sales costs).

7. The rental and the period of hire of the equipment and the acceptance of responsibility for the equipment by the Customer shall begin when the equipment leaves the Company's premises at Floresti Base or other nominated Base, the rental and the responsibility 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 five (5) days.

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, encumber, or part with possession of or otherwise deal with the equipment or any interest therein.

11. The Company may in its discretion require the Customer to insure the equipment and keep the same insured during the continuance of the rental period against loss or damage by accident, fire and theft to the full replacement value with an insurance company to be approved by the Company under a comprehensive policy of insurance in the name of the Company.

12. 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.

13. Special tools ordered and built for a specific job will be charged on the basis of the applicable shop time, plus minimum rental, whether or not the tool is used. Special transportation and import duty will be charged to the Customer, where applicable.

1. In providing and performing any advisory services the Company shall have no executive power 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 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.

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 the Company’s Floresti base at all times - nor will all equipment, necessarily, be manufactured, purchased, or transferred for rental at our published rates. We endeavor to stock the equipment for which reasonable demand exists.

1. All pipes shall be supplied along with new wire rope slings at Customer’s option and cost. Any such wire rope slings returned to the Company will be scrapped.

2. All transportation, carnage and labor costs will be for the Customer's account.

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 will be charged to the Customer at cost plus 15%.

4. The Company shall not be liable for any consequential loss or loss of market or delay however caused.

5. No claims of any kind shall be made against the servants or agents of the Company on any ground whatsoever.

It is agreed that the 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 the 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.

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 the Company employees will at all times do their best judgement under known or expected conditions, the options 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 options of its employees.

1. In connection with any products, or parts thereof, furnished or rented to the Customer, the Company warrants only that the same shall be free from defects of workmanship and material, and the liability of the Company's breach of such warranty, when such is shown, shall be limited to the replacement of, or the allowance of credit for, the 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 damages) and liabilities, whether or not arising out of the negligence of the Company, their servants or agents, suffered or incurred by 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.

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. lf any material furnished by the Company for the service and is 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 willful default of the Company or its own servants.

2. The Customer's responsibility and equipment rental begins when the equipment leaves the Company's applicable Base and continues until they are returned in the same point, unless otherwise agreed upon. Minimum rental period is five (5) days.

3. Twenty-four (24) hours or any part thereof constitutes 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 applicable Base until returned in the same Base, unless otherwise agreed upon.

4. The rates quotes are in Euro (€) unless otherwise specified. Invoices will be presented monthly and are payable in either Euro or in any other currency but only as specified by the Company in payment instructions written thereof. Invoices are due for payment within thirty (30) days from date of presentation. An interest of two percent (2%) per month, will be 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 (tubules run in brine may have to be HP water blasted more than once, at an additional cost);
• Inspection (either by the Company's or Third Party inspectors);
• Pressure testing;
• Maintenance;
• Repair;
• Preservation.

The cost of all or part of the above will be for the Customer's account, unless stated otherwise in our quotation.

The Company will not accept any inspection or repair carried out by, or on behalf of, the Customer unless mutually agreed.

6. Mobilization of equipment on call-out after normal working hours will be charged at Euro 70,- and Euro 80,- per man hour at 50% and 100% overtime rates respectively, min. 3 hours per person called out. Customs clearance of bonded equipment, after normal working hours, will be recharged at documented cost + 15%.

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 the 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.

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 ROMANIAN LAW.

Effective: 01 June 2017