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1. Interpretation

 1.1 Customer means the entity represented by its authorised representative who accepts a quotation for the Sale of the equipment described in a quotation (the Equipment) from International Rig & Equipment Ltd, Sharjah, UAE (IRE Ltd).

1.2 These terms and conditions of sale are deemed incorporated into all quotations as if fully set forth therein and shall prevail at all times between the parties over any other terms and conditions with respect to the sale the Equipment except as modified, supplemented, or amended either:- (i) by formal written amendment to these terms and conditions of sale; or, (ii) by incorporation of any special conditions into any quotation

1.3 These terms and conditions of sale shall apply to any verbal or written instruction, provided such instruction is subsequently ratified in writing by IRE LTD to the Customer

2. Basis of the Sale

 2.1 IRE LTD agrees to sell to Customer, and Customer agrees to purchase from IRE LTD, the Equipment on and subject to these terms and conditions. No variation to these terms and conditions shall be binding on either IRE LTD or Customer unless agreed in writing between the authorised representatives of Customer and IRE LTD.

2.2 IRE LTD’s employees or agents are not authorised to make any representations concerning the Equipment. In accepting the quotation for the Equipment, Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations given.

2.3 Customer may only rely on IRE LTD’s written representations. The Customer may not rely on any advice or recommendation given by IRE LTD or its employees or agents to Customer or its employees or agents as to the storage, application or use of the Equipment.

2.4 Customer shall not purchase nor re-sell the Equipment for purposes other than those for which it was designed nor for any illegal purpose. Customer is fully and solely responsible for ensuring that only qualified technicians/persons are permitted to use and operate the Equipment following its purchase.

3. Re-selling

 Customer shall not, without the prior written consent of IRE LTD, re-sell or otherwise deliver, transfer or relinquish possession of the Equipment to a third party prior to the completion of the Sale hereunder other than for the sole purpose of repairs, or maintenance which must be previously agreed by IRE LTD in writing.

4. Orders and Specifications

 The quantity, quality and description of and any specification for the Equipment shall be those set out in IRE LTD’s quotation.

5. Cancellations

 If the Customer agrees to the purchase hereunder, and IRE LTD is proceeding with the fundamentals of preparing the Equipment for Delivery to Customer including, without limitation, any dressing, testing, transportation, insurance or packaging prior to dispatch and the order is cancelled prior to Delivery, IRE LTD will charge the service facility charges incurred plus a handling fee of 15% of the Sale Amount together with any required transport back to the IRE LTD Facility.

6. Sale Amount for the Equipment

6.1 The Sale amount for the Equipment shall be IRE LTD’s quoted Sale Amount at the date of acceptance of the quote (herein called the Sale Amount).

6.2 The Sale Amount is exclusive of any applicable taxes, including but not limited to value added tax, which Customer shall be additionally liable to pay to IRE LTD. In accordance with applicable law IRE LTD shall issue a tax invoice against all amounts due and payable by Customer in respect of value added tax or any other applicable tax and such invoice shall be conclusive evidence of the taxes due and payable in respect of the Sale.

6.3 The Sale Amount is exclusive of any costs applicable for export or import duties or any customs costs for which Customer shall be entirely liable for payment.

6.4 The Sale Amount and any other amounts payable by Customer hereunder shall be paid without any set- off, withholding, counterclaim or deduction whatsoever and shall be free from any taxes or other deductions whatsoever, unless any such deduction shall be compelled by law. In such event, Customer shall pay to IRE LTD such further amounts as may be necessary, in order that the net amounts received by IRE LTD, after such deduction, withholding or tax, shall equal the amounts which would have been received in the absence of such deduction, withholding or tax.

6.5 Where IRE LTD agrees to deliver the Equipment other than in accordance with Article 8.1 then Customer shall also be liable for IRE LTD’s charges for transportation, packaging and insurance of the Equipment.

7. Terms of Payment

7.1 IRE LTD shall be entitled to invoice Customer immediately for the relevant percentage of the Sale Amount as set out in Clause 7.2 (or such other amount as specified in the quotation) plus any other charges applicable under these terms and conditions.

7.2 Fifty (50%) percentage of the Sale Amount is payable by Customer upon acceptance of IRE LTD’s quotation and the balance of fifty (50%) percentage of the Sale Amount plus any other charges applicable under these terms and conditions is payable by Customer upon Delivery (each respectively a Due Date).

7.3 If Customer fails to make any payment of the relevant amount on the respective Due Date, without prejudice to any other rights or remedies available to IRE LTD, IRE LTD shall be entitled to:

  • cancel the Sale of the Equipment to Customer;
  • appropriate any payment made by Customer in relation to the Equipment (or the Equipment supplied under any other arrangement between Customer and IRE LTD) as IRE LTD may think fit;
  • charge Customer interest (both before and after any judgment) on the amount unpaid, at the rate of two (2) percent per annum above Emirates NBD Middle East base rate from time to time, until payment is made in full (a part of a month being treated as a full month for the purpose of calculating interest);
  • at any time, require Customer to deliver the Equipment as IRE LTD may direct and, if Customer fails to do so within seven (7) days, enter Customer’s premises and repossess the Equipment.

7.4 Without prejudice to the foregoing, Customer shall ensure that all payments are made by confirmed cleared funds in IRE LTD’s account held at HSBC Middle East, Dubai on the respective Due Date.

8. Delivery

8.1 Delivery of Equipment shall be EX Works IRE LTD’s Hamriya Free Zone, Sharjah premises at any time after IRE LTD has notified Customer that the Equipment is ready for collection (unless otherwise specified in the quotation) in accordance with Incoterms latest version at time of Sale (herein Delivery).

8.2 If Customer fails to collect the Equipment within seven (7) days or fails to give IRE LTD adequate

Delivery instructions at the time stated for Delivery

(otherwise than by reason of any cause beyond Customer’s reasonable control or by reason of IRE LTD’s fault) then, without prejudice to any other rights or remedies available to IRE LTD, IRE LTD may store the Equipment until actual Delivery and charge Customer for the reasonable costs (including insurance) of storage.

9. Risk and Title

9.1 Title and rights of ownership to the Equipment shall pass to Customer upon IRE LTD receiving the full Sale Amount plus any other charges applicable under these terms and conditions in net cleared funds in its account in accordance with Clause 7.4 irrespective whether Customer has taken Delivery of the Equipment.

9.2 Notwithstanding the non-passage of title in the Equipment, or any other provision of these terms and conditions, risk of damage to or loss of the Equipment shall pass to Customer upon Delivery or Customer otherwise appropriating or taking physical possession of the Equipment; Nothing in these terms and conditions shall have effect or be deemed to have effect to pass title or beneficial ownership of the Equipment from IRE LTD to Customer except as provided in Article 9.1.

10. Warranties and Liabilities

10.1 Customer purchases the Equipment “as is where is” and Customer’s acceptance of Delivery from IRE LTD shall be conclusive evidence that the Equipment is complete, in good order and condition, of merchantable quality, fit for any purpose for which it may be intended or required and in every way satisfactory.

10.2 Customer acknowledges and agrees that the Equipment has been designed, manufactured, assembled and constructed without reference to or involvement of IRE LTD and that Customer alone has selected the Equipment for purchase from IRE LTD.

10.3 Customer acknowledges and agrees that IRE LTD has not made or given nor shall be deemed to have made or given any representation, warranty or covenant, expressed or implied (whether statutory or otherwise), as to the value, quality, durability, condition, design, operation, description, merchantability, fitness for use or purpose or suitability of the Equipment or any part thereof, as to the absence of latent or other defects, whether or not discoverable, as to the absence of any infringement of any patent, trademark or copyright, or as to title to the Equipment (except as stated in

Article 9.1) or any other representation or warranty whatsoever, express or implied, with respect to the Equipment, all of which are hereby excluded.

10.4 IRE LTD shall be under no liability to Customer whatsoever and howsoever arising, and from whatever cause, and whether in contract, tort or otherwise, in respect of any loss (consequential or otherwise), liability or damage of, or to, or in connection with, the Equipment (including delay in Delivery thereof to Customer), any person or property whatsoever irrespective of whether such loss, liability or damage shall arise from any negligent action or omission or other fault of IRE LTD, its employees or agents.

10.5 All warranties, conditions or other terms implied by applicable law are excluded to the fullest extent permitted by law.

10.6 IRE LTD shall not be liable to Customer by reason of any representation or any implied warranty, condition or other term or any duty at law of any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of IRE LTD, its employees or agents or otherwise) which arise out of or in connection with the Sale or Delivery of the Equipment or their use except as expressly provided in these terms and conditions.

10.7 IRE LTD shall not be liable to Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing or any failure to perform, any of IRE LTD’s obligations in relation to the Equipment if the delay or failure was due to any cause beyond IRE LTD’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond IRE LTD’s reasonable control:

  • act of God, explosion, flood, tempest, fire or accident;
  • war or threat of war, sabotage, insurrection, civil disturbance or requisition;
  • acts, restrictions, regulations, bye-laws, prohibitions or measure of any kind on the part of any governmental, parliamentary or local authority;
  • import or export regulations or embargoes;
  • strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of IRE LTD or of a third party);
  • difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.

11. Indemnity

11.1 Customer shall indemnify and hold harmless IRE LTD, its employees and agents from and against any loss,

liability or expense arising directly or indirectly from the ownership or use of the Equipment. This indemnity shall apply whether such loss or damage is attributable to the negligent action or omission or other fault of IRE LTD, its employees or agents.

11.2 Customer shall indemnify IRE LTD against any loss, liability or penalty arising from the failure by Customer to pay any amount in respect of tax due in relation to a Sale pursuant to Article 6.2.

11.3 Without prejudice to any other right or remedy available to IRE LTD, IRE LTD shall be entitled to cancel the Sale if the Equipment has been Delivered and the Sale Amount not paid, the Sale Amount shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and regardless of whether:

  • Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (other than for the purposes of amalgamation or reconstruction); or
  • an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of Customer, or
  • Customer ceases, or threatens to cease, to carry on business; or
  • IRE LTD reasonably apprehends that any of the events mentioned above is about to occur in relation to Customer and notifies Customer accordingly.

12. Delivery Terms

 12.1 In these terms and conditions, if applicable, ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the quotation is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these terms and conditions. If there is any conflict between the provisions of Incoterms and these terms and conditions, the latter shall prevail.

12.2 Customer shall be responsible for complying with any legislation or regulations governing the importation of the Equipment into the country of destination and for the payment of any duties thereon.

12.3 Customer shall be responsible for arranging for testing and inspection of the Equipment at IRE LTD’s premises before shipment. IRE LTD shall have no liability for any claim in respect of any defect in the Equipment which would be apparent on inspection and which is made after Delivery or in respect of any damage during transit.

13. Severability         18         Governing Law

If any provision of these terms and conditions is These terms and conditions shall be governed by held by any competent authority to be invalid, the laws of applicable in the emirate of Hamriya illegal or unenforceable in whole or in part the Free Zone, Sharjah and those federal laws of the validity, legality and enforceability of the other United Arab Emirates applicable in Hamriya Free provisions of these terms and conditions and the Zone, Sharjah. the remainder of the provisions in question shall not be affected thereby.

14. Confidentiality

IRE LTD and Customer shall keep confidential these terms and conditions and any and all confidential information that it may acquire in relation to the business or affairs of the other. Neither IRE LTD nor Customer shall use the other’s confidential information for any purpose other than to perform its obligations under these terms and conditions. IRE LTD and Customer shall ensure that its officers and employees comply with the provisions of this Article 14.

The obligations on a party set out in this Article 14 shall not apply to any information which:

  • Is publicly available or becomes publicly available through no act or omission of that party; or
  • The party is required to disclose by order of a Court of competent jurisdiction.

15. Notices

 Any notice required or permitted to be given by either IRE LTD or Customer to the other party under these terms and conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

16. Waiver

No waiver by IRE LTD of any breach of these Terms and Conditions by Customer shall be considered as a waiver of any subsequent breach of the same or of any other provision hereof.

17. Dispute Resolution

Any dispute arising under or in connection with these terms and conditions or the Sale of the Equipment shall be referred to arbitration by a single arbitrator appointed by agreement or, in default, nominated on the application of either party by the President for the time being of the Hamriya Free Zone, Sharjah Chamber of Commerce & Industry, in accordance with the rules of Commercial Conciliation and Arbitration of the Hamriya Free Zone, Sharjah Chamber of Commerce & Industry.