General Terms and conditions of GOT German Oil Tools GmbH
1. Validity
Unless otherwise specified explicitly, the “General Terms and Conditions” set forth hereinafter shall apply to all contracts, supplies and other performances in the course of business with enterprises, legal persons of public law, public legal special funds and, as far as admissible, with consumers.
The validity of deviating conditions, especially of those mentioned in the “General Terms and Conditions” of customers, are contradicted hereby.
Within the framework of a running business relation with enterprises, legal persons of public law and public legal special funds, the General Terms and Conditions shall even become part of a contract, if their inclusion, in an individual case, has not been pointed out explicitly by GOT German Oil Tools GmbH.
2. Offer and Conclusion of Contract
Any offers of GOT German Oil Tools GmbH are to be considered as being subject to change, unless they are defined explicitly as being binding.
If and as far as offers of GOT German Oil Tools GmbH are based on information and specifications of the customer, the offers may be changed by means of written notification, if and as far as the indications and specifications of the customer turn out to be inaccurate, or if material circumstances will change during the execution of the work.
Orders shall be regarded as being accepted once they are either confirmed in writing by GOT German Oil Tools GmbH or executed immediately after receipt of the order.
In the event of GOT German Oil Tools GmbH, after the conclusion of a contract, is getting aware of facts which indicate that, due to the dutiful commercial estimation, the reimbursement claim of GOT German Oil Tools GmbH is threatened because of the insufficient capacity of the customer, GOT German Oil Tools GmbH shall be entitled to rescind the contract and to withdraw staff and supplied devices at the cost of the customer. Performances carried out by GOT German Oil Tools GmbH up to this time will have to be paid by the customer in accordance with the contract.
If and as far as GOT GmbH has produced or still has to produce special models for the customer, these are to be paid in full by the customer, in accordance with the contract, as soon as GOT German Oil Tools GmbH has started the production of these special models.
3. Warranty and Liability
GOT German Oil Tools GmbH warrants that each of GOT German Oil Tools GmbH's products, as provided to the customer, will be free from defects in materials and workmanship and in good working order on the day that it is delivered (or installed if installed by GOT German Oil Tools GmbH) and that it will conform to GOT German Oil Tools GmbH's published specifications.
The liability of GOT German Oil Tools GmbH includes the devices and materials being free from defect in accordance with the state of the art.
GOT German Oil Tools GmbH further warrants that GOT German Oil Tools GmbH services provided to the customer by GOT German Oil Tools GmbH will be performed by competent GOT German Oil Tools GmbH personnel in a workmanlike manner.
GOT German Oil Tools GmbH equipment will be maintained in good working order on-site by GOT German Oil Tools GmbH over the duration of the contract, unless damage in the borehole or at the location occurs beyond the control of GOT German Oil Tools GmbH. If damage occurs beyond the control of GOT German Oil Tools GmbH, then the warranties do not apply and the cost of the repairs or replacement of the GOT German Oil Tools GmbH equipment will be to the account of the customer.
A liability shall be excluded for defaults which could not be recognized in a normal check up, and for consequential damages related thereto; this shall also be applicable to non recognizable or unforeseeable problems in the drill hole.
4. Limitation of Remedies
GOT German Oil Tools GmbH's liability and the customer's exclusive remedy in any cause of action (whether in contract, tort, breach of warranty or otherwise) arising out of the sale or use of any GOT German Oil Tools GmbH products, supplies, or materials is expressly limited to the replacement of such GOT German Oil Tools GmbH products, supplies, or materials on their return to GOT German Oil Tools GmbH.
In no event GOT German Oil Tools GmbH will be liable for any damages or losses brought about by the use of any third party materials or equipment, whether such materials or equipment is supplied by GOT German Oil Tools GmbH or other agents of the customer.
In no event GOT German Oil Tools GmbH will be liable for and the customer agrees to indemnify, defend, and hold GOT German Oil tools GmbH harmless from and against any damages or loss caused by the customer's failure to perform the customer's responsibilities under the contract or for special, incidental, indirect, punitive, lost profits, or consequential damages incurred by customer for any reason whatsoever.
The customer agrees to indemnify and hold GOT German Oil Tools GmbH and/or subcontractors of GOT German Oil Tools GmbH harmless from any and all liability resulting from the analysis or evaluations of pressure / temperature data, based upon scientific work performed for research purposes and/or services performed under the contract by GOT German oil tools GmbH and/or its subcontractors
5. Passing of Risk
For sales §§ 446,447 BGB (Civil Code) shall be applicable; in the event of leasing, the passing of risk to the customer shall come into effect when taking over possession.
After receiving the materials and devices, the customer shall be obliged to inspect these immediately in view of any defaults. Obvious defaults fave to be complained about within 7 days by written notice to GOT German Oil Tools GmbH.
If such defaults are not complained about in time, GOT German Oil Tools GmbH, in principle, cannot be blamed for them later on.
6. Service Conditions
The customer will, at its own risk and expense, attempt to recover GOT German Oil Tools GmbH equipment, tools, or instruments lost in the boreholes or at any other location at the Site, and if such equipment, tools, or instruments are not recovered. The customer shall pay GOT German Oil Tools GmbH its replacement cost plus any customs duties, taxes or freight charges, unless such loss is due to the sole negligence of GOT German Oil Tools GmbH.
If GOT German Oil Tools GmbH equipment, tools, or instruments are damaged or lost whether in the borehole or at any other location at the site, customer shall pay the lesser of its replacement cost or the cost of repairs unless such damage is due to the sole negligence of GOT German Oil Tools GmbH.
The customer is liable for the value of GOT German Oil Tools GmbH equipment, tools, or instruments supplied by GOT German Oil Tools GmbH and the insurance thereof if same is transported or moved by facilities furnished by the customer or its agents.
The customer shall not be entitled to carry out changes, extensions or rebuilding on devices or tools in the possession of GOT German Oil Tools GmbH, as far as those have not become the property of the customer before.
At any time, the customer shall be responsible for the proper and safe storage of the devices and tools in the possession of GOT German Oil Tools GmbH, which are not being in use at that time.
The customer is responsible for the provision of normal rig facilities required in order to operate tools, including rotary table to rotate string, "catline" for handling tools, slick or sand line to run swabbing assembly, line from manifold to tanks, or any other equipment or services required which are not specifically offered by GOT German Oil Tools GmbH in contracted services and equipment.
The customer will provide facilities onshore or offshore as required to inspect or redress tools. This includes 36" rigid wrenches, pipe vise, compressed air, water, etc. In any case, GOT German Oil Tools GmbH is not responsible for the provision of standard oilfield hand tools and workshop facilities at the site and GOT German Oil Tools GmbH will not be responsible for delays caused due to lack of such facilities.
7. Payments
GOT German Oil Tools GmbH will be paid by customer in accordance with price list or specific quotation for the provision of GOT German Oil Tools GmbH Equipment and Services.
GOT German Oil Tools GmbH will be paid for provided services within 30 days of GOT German Oil Tools GmbH's invoice date to a bank as specified by GOT German Oil Tools GmbH.
German Oil Tools GmbH will be reimbursed at its documented cost all freight charges, handling charges, insurance charges, fees or duties paid in conjunction with the delivery of equipment and parts required to fulfill the quoted services including spare parts and back up equipment. When transport is quoted for GOT German Oil Tools GmbH's own transport at a fixed rate per kilometer, then this rate will apply for all kilometers driven to and from the site.
Equipment shall be shipped with shipping marks as specified by the customer and in the manner requested by the customer.
GOT German Oil Tools GmbH will be reimbursed at its documented cost for all air fares if required to mobilize service personnel to the site. Such air fares will be standard class tickets, but in the event that no seats are available due to short notice of job, then GOT German Oil Tools GmbH may be reimbursed for upgraded tickets as required.
Service Personnel will be charged from departure from the GOT German Oil Tools GmbH base specified in our quotation until return to same on a calendar day basis. After performance of services in remote locations, personnel will remain in country for additional days as required to redress or repair equipment so that it is in good working condition for the next job. Personnel will be called through telephone, e-mail or fax from the customer specifiying when personnel are required.
Costs for hotel accomodation and reasonable expenses of service operators will be paid by the customer. Cost of visas, permits, or fees of a like nature will be paid by the customer. The above reimbursed charges will be documented to customer by GOT German Oil Tools GmbH. Meals for days traveling, onshore/standby will be paid according to the German "Steuerbefreiungstabelle" lump sum.
Any local costs for parts, labor, machining, special crossovers, etc. will be reimbursed by customer at cost plus 10%, or arrangements can be made for customer to pay such costs directly. If required, customer may specify that such additional third party costs must be approved written.
8. Data Storing
Hereby, the customer shall be informed about the fact that GOT German Oil Tools GmbH will store the personal data received within the framework of the business relationship in accordance with the terms of the Federal Data Protection Act.
9. Changes in the General Terms and Conditions
Changes in the General Terms and Conditions shall only be binding if they are written and confirmed through signature of one of the authorized representatives of GOT German Oil Tools GmbH.
10. Place of Performance and Applicable Courts
Place of performance and applicable court for supplies, performances and payment, as well as for all disputes arising between the parties, shall be the place of the headquarters of GOT German Oil Tools GmbH. Nevertheless, GOT German Oil Tools GmbH shall be entitled to take proceedings against the customer at any other place of court as well.
