DEFINITIONS
All business undertaken, including any rental of equipment, advice, information or service provided by YAMCHI SERVICES LTD. AS (hereinafter called The Company) is transacted subject to these Terms and Conditions.
A. EQUIPMENT RENTAL AND SERVICES
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 or may be required.
2. The Company shall not be liable 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 or supplier, 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 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 hard banding of drill string float sub, float valve and etc., 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. The Customer shall keep the equipment in good 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 hard banding of drill string float sub, float valve and etc., 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.
Equipment which is declared lost and subsequently charged for but is found and returned to the Company in fully usable condition within 3 months after being declared lost, will be credited to the Customer less a 20% restocking charge.
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 Nisku/Calgary and the rental, 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 5 days.
In order to secure availability of equipment, Customer may pay a standby rate. Such rate will usually be 50% of quoted rental rate, and applies while equipment is stored at Yamchi's base. Standby rate will cease when equipment is mobilized from Yamchi's base, at which time full rate applies, alternatively when customer informs the Company that equipment will not be mobilized.
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. 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.
12. Special tools ordered and built for a specific job will be charged on the basis of the applicable shop time, plus a minimum rental, whether or not the tool is used. Special transportation and import duty will be charged to Customer, where applicable.
B. ADVISORY SERVICES
1. In providing and performing any advisory services the Company shall have no executive powers 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 out 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.
C. STOCK OF TOOLS
1. Although a rental price is listed in Yamchi Services catalogue, it is to be understood that all equipment may not be stocked in all sizes at Company's Nisku/Calgary 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 a reasonable demand exists.
D. MILEAGE AND TRANSPORTATION
1. All transportation, carnage and labor costs will be for the Customer's account. Local transport with Yamchi's truck will be charged at $800 CAD, - per delivery or if hot shot services provided by the Company then it will be charged to the Customer as price plus 10%.
2. All items of equipment or transportation or other services supplied by an outside contractor and purchased by the Company on the Customer's behalf may be charged to the Customer at cost plus 10%.
3. The Company shall not be liable for any consequential loss or loss of market or delay however caused.
4. No claim of any kind shall be made against the servants or agents of the Company on any ground whatsoever.
E. DAMAGES
1. It is agreed that 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 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.
F. HOLD HARMLESS CLAUSE
1. 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 Company employees will at all times exercise their best judgement under known or expected conditions, the opinions 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 opinions of its employees.
G. WARRANTY
1. In connection with any products, or parts thereof, furnished or rented to Customer, Company warrants only that the same shall be free from defects of workmanship and material, and the liability of Company's breach of such warranty, when such is shown, shall be limited to the replacement of, or the allowance of credit for, the part or 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 damage) and liabilities, whether or not arising out of the negligence of the Company, their servants or agents, suffered or incurred. 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.
H. COMPENSATION
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. If any material furnished by the Company for the service and 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. Equipment will be charged for at the posted rental prices which are subject to change without notice. The Customer's responsibility hereunder and equipment rental begins when the equipment leaves the Company's service point and conditions until they are returned.
Minimum rental period is 5 days.
3. Twenty-four (24) hours or any part thereof constitute 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 Nisku/Calgary Base until returned, unless otherwise agreed upon.
4. The rates quoted in the price list are in Canadian Dollar. Invoices will be presented monthly and are payable in either Canadian Dollar or in any other currency but only as specified by Company in payment instructions written thereon. Invoices are due for payment within thirty (30) days from date of presentation. An interest of two percent (2%) per month, 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 (tubulars run in brine may have to be HP water blasted more than once, at an additional cost)
- Inspection (either by Company’s or Third Party inspectors)
- Pressure testing
- Maintenance
- Repair
- Preservation
The cost of all or part of the above will be for Customers account, unless stated otherwise in our Price List.
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 $ 500 CAD to the Customer.
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 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.
I. CONFIDENTIALITY
1. Each Party shall keep confidential the existence, terms and subject matter of any Agreement and all information received or obtained as a result of negotiating, preparing, executing, performing or implementing it which relates to the other Party (collectively, Confidential Information).
2. Neither Party shall use the Confidential Information for any purpose other than to perform its obligations under any Agreement.
3. Notwithstanding the other provisions of this Clause, either Party may, after consultation with the other Party whenever practicable, disclose Confidential Information if and to the extent:
- required by law; or
- required by any regulatory or governmental or other authority with relevant powers to which either Party is subject or submits (whether or not the requirement for information has the force of law); or
- required by any securities exchange on which either Party's securities are listed or traded; or
- required to enable that Party to enforce its rights under this Agreement; or
- required by its professional advisers, officers, employees, consultants, sub-contractors or agents to provide their services (and subject always to similar duties of confidentiality); or
- that information is in or has come into the public domain through no fault of that Party; or
- the other Party has given prior written consent to the disclosure.
J. NOTICE
1. Any notice to be given by either Party to the other under these Terms shall be in writing, addressed to the other at its registered office, principal place of business, or such other address as may at the relevant time have been notified pursuant to the Agreement and may be sent by email, fax, first class recorded mail or by personal service.
2. Any notice to be given by either Party to the other under these Terms shall be in writing, addressed to the other at its registered office, principal place of business, or such other address as may at the relevant time have been notified pursuant to the Agreement and may be sent by email, fax, first class recorded mail or by personal service.
K. CANCELATION
1. The Customer may cancel this contract at any time before the equipment are delivered or the Services performed by giving written notice. On giving such notice the Customer shall promptly pay to the Company any sums should be paid in respect of the price of the Goods or Services with minimum of 5 rental days or actual rental days, whichever is greater. The Company shall not be liable for any loss or damage whatever arising from such cancellation.
L. FORCE MAJEURE
The Company shall not be liable to the Customer, or be deemed to be in breach of any Agreement by reason of any delay in performing, or any failure to perform any of the Company’s obligations in relation to the Services, if the delay or failure was due to any force majeure event which includes but is not limited to:
- act of God, inclement weather, epidemics, explosion, flood, fire or accident;
- war (declared or undeclared) or threat of war, sabotage, terrorism, piracy, insurrection, civil disturbance or requisition;
- acts, restrictions, regulations, bylaws, prohibitions or measures 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 the Company or of a third party);
- difficulties in obtaining raw materials, labor, fuel, parts or machinery;
- power failure or breakdown in machinery;
- pests, insects or vermin;
- decisions of the Master of the Vessel to deviate from any agreed course or work schedule, or to delay sailing for any reason including: for the purpose of saving life; to assist other vessels in distress; for the safety of the cargo, crew or Vessel; and/or any other reasonable purpose; and
- any other cause beyond the Company’s reasonable control, which makes performance of the obligations under these Terms impossible.
THESE TERMS AND CONDITIONS AND ANY CONTRACT TO WHICH THEY APPLY SHALL BE GOVERNED BY APPLICABLE LAW.