Legal
General Terms and Conditions of Sale
GENERAL CONDITIONS FOR RIG INSPECTION 2025
ARTICLE 1 – OBJECT
The CONTRACT shall govern the relationship between COMPANY and CONTRACTOR. The object of the CONTRACT is as specified in the PARTICULAR CONDITIONS.
ARTICLE 2 – DEFINITIONS & INTERPRETATION
2.1 DEFINITIONS
2. Which directly or indirectly controls more than fifty per cent (50%) of the registered capital or rights to vote of such company; or
3. Of which an entity as mentioned in b) above controls directly or indirectly more than fifty per cent (50%) of the registered capital or rights to vote.
which are or may become applicable from time to time.
settlement), liability, loss, expense, penalty, fine and damages and the like arising from, relating to, or in connection with the performance or non-performance of the CONTRACT.
inspections.
1. The PARTICULAR CONDITIONS,
2. These General Conditions for Rig Inspection (GENERAL CONDITIONS),
3. Where applicable, the documents drawn up by CONTRACTOR which COMPANY expressly agrees to incorporate in the CONTRACT.
CONTRACTOR GROUP means CONTRACTOR, its subcontractors of any tier, their AFFILIATES (to the extent they are involved in the subject matter of the CONTRACT) and all CONTRACTOR invitees, together with the shareholders, officers, directors, employees, agents, consultants of all the foregoing.
EFFECTIVE DATE means the date, as specified in the PARTICULAR CONDITIONS, on which the CONTRACT comes into force.
FORCE MAJEURE means the effective occurrence of any act/event which is not reasonably surmountable and outside the control of the PARTY which invokes it, and which renders said PARTY unable to comply with all or part of its obligations under the CONTRACT. Provided such criteria are met all together, FORCE MAJEURE includes events such as acts of God (epidemic, pandemic (including without limitation, the covid-19 pandemic, lightning, earthquake, hurricane, flooding), war (whether declared or not), riots national or regional strikes (except among CONTRACTOR’s PERSONNEL or COMPANY PERSONNEL only, as applicable) and acts of any court, government or governmental authority or any representative thereof, provided that (save in case of pandemic) the occurrence of such events was not reasonably foreseeable. FORCE MAJEURE does not include events such as insolvency of any PARTY.
PARTY means either COMPANY or CONTRACTOR as the case may be and PARTIES shall be construed accordingly.
PARTY GROUP means either the COMPANY GROUP or the CONTRACTOR GROUP, as the case may be.
PARTICULAR CONDITIONS means the document entitled “Particular Conditions for Rig Inspection” forming Part I of the CONTRACT between the PARTIES to which these GENERAL CONDITIONS apply and which shall include the Purchase Order (if applicable).
PERSON means any individual, company, firm, partnership, association or body corporate, as the case may be.
REGARDLESS OF CAUSE means whether or not any CLAIM is asserted to have arisen by virtue of tort (including negligence of any degree), breach of statutory duty, breach of contract (including repudiation of this CONTRACT) or quasi-contract, strict liability, breach of representation of warranty (express or implied), breach of any Laws, regulations, rules or orders of any Governmental authority having jurisdiction, on the part of the PARTY or other PERSON seeking indemnity or of any other PERSON.
SERVICES mean all activities to be carried out by CONTRACTOR under the CONTRACT as specified in the PARTICULAR CONDITIONS.
SUBCONTRACTOR means any PERSON to whom CONTRACTOR has subcontracted directly or indirectly at any level the performance of all or any part of the SERVICES.
THIRD PARTY any PERSON other than a member of the COMPANY GROUP or the CONTRACTOR GROUP.
WORKSITE means the location where the SERVICES shall be performed as specified in the PARTICULAR CONDITIONS.
2.2 SIGNIFICANCE OF EXPRESSIONS
2.2.1 At any time and unless expressly stated otherwise, when the following expressions and description and derivatives thereof appear in the CONTRACT, their connotations shall be extended or limited as set out below:
«including», «included», «such as», «comprising», «comprise» and the like shall be deemed to be completed by the expression «but not limited to».
“report”, «require», «request», «submit», «answer», «notify», «instruct», “instruction”, «state», «inform», «agree», “consent”, “approve”, “approval” “approved” and the like shall be deemed to be completed by the expression «in writing».
«days» shall mean «consecutive calendar days», it being understood that all dates and time periods referred to in the CONTRACT relate to the Gregorian calendar.
“property” and “equipment” shall be deemed to include property and equipment owned, operated, leased or otherwise provided by the relevant PERSON.
2.2.2 Where the context so requires, the singular includes the plural and vice versa and words of one gender include all genders.
2.2.3 In order to prevent any misunderstanding, the terms “he”, “him” and “his” are used in relation to CONTRACTOR, whereas the terms “it” and “its” are used in relation to COMPANY
2.2.4 Headings and table of contents are inserted only for convenience and shall not in any way limit or govern the construction of the CONTRACT
2.3 LANGUAGE OF THE CONTRACT
Unless otherwise specified in the CONTRACT, all matters (including documentation) pertaining to the CONTRACT and the relations between the PARTIES under the CONTRACT, shall be conducted in the English language.
ARTICLE 3 – DURATION
3.1 The SERVICES shall be provided from the COMMENCEMENT DATE and for the period provided in the PARTICULAR CONDITIONS.
3.2 In the event that the SERVICES are not completed by the date(s) stipulated in the PARTICULAR CONDITIONS, they shall not be extended without the written consent of the COMPANY. The duration of any such extension shall be agreed by the PARTIERS (acting reasonably) at the time thereof. Such extension shall be formalized through an amendment to the CONTRACT.
ARTICLE 4 – PERFORMANCE OF THE SERVICES
4.1 CONTRACTOR shall act as an independent CONTRACTOR and neither CONTRACTOR nor any of his SUBCONTRACTORS nor CONTRACTOR GROUP’s personnel shall be deemed for any purpose to be employee, agent, servant or representative of COMPANY in performing the SERVICES.
4.2 CONTRACTOR shall provide the SERVICES using reasonable care and skill and in accordance with the standards, rules and regulations stipulated in the PARTICULAR CONDITIONS.
4.3 COMPANY shall obtain and maintain any permits, licenses and other governmental authorizations required for performance of the SERVICES on the WORKSITE.
4.4 COMPANY shall supply in a permanent and continuous manner appropriate security, surveillance and defence for CONTRACTOR GROUP’s personnel and equipment for the duration of its presence at the WORKSITE. CONTRACTOR shall co-operate with COMPANY on all security matters and shall promptly comply with any security requirements.
4.5 COMPANY shall provide appropriate transportation for medical evacuation of CONTRACTOR GROUP’s personnel who gets severely injured or sick while at the WORKSITE. CONTRACTOR shall be responsible for expenses related to medical treatment of its personnel.
4.6 COMPANY shall provide, or arrange, for reasonable transportation, catering, and accommodation for CONTRACTOR from the international airport nearest the WORKSITE, or from the point of entry specified in the PARTICULAR CONDITIONS, and back for the duration of the SERVICES and shall procure applicable access to the WORKSITE. If CONTRACTOR (including any of CONTRACTOR GROUP) is denied access to the WORKSITE its stand-by time shall be remunerated at the service rate set forth in the PARTICULAR CONDITIONS.
4.7 CONTRACTOR shall receive from COMPANY all documents and specifications relevant to the proper performance of the SERVICES in due time and in any event not later than forty-eight (48) hours before the mobilization of the CONTRACTOR GROUP’s personnel).
4.8 FINAL REPORT
CONTRACTOR shall submit to the COMPANY a report, hereafter referred to as the final report, the content, format and the submission date of which are detailed in the PARTICULAR CONDITIONS.
The final report shall be subject to a review by COMPANY the object of which shall be essentially to ensure that the contents and presentation are in conformity with the CONTRACT requirements.
Within two (2) weeks of receipt of the final report, COMPANY shall give written notification of its comments on such report and, as applicable, request that it is modified and/or completed. In case of failure by COMPANY to provide such notification by this date, the report shall be deemed accepted.
ARTICLE 5 – FINANCIAL CONDITIONS
5.1 CONTRACTOR’S REMUNERATION
In full consideration of the performance of the SERVICES, COMPANY shall pay CONTRACTOR the amounts due and calculated according to the rates, fees and additional charges as specified in the PARTICULAR CONDITIONS.
5.2 INVOICING AND PAYMENT
5.2.1 The details of our Services and the corresponding prices are indicated in our quotations in Euros and are subject to the VAT rate in force, unless otherwise stipulated. Any Service commenced is payable in full by the Customer. Invoices must be paid by bank transfer. Invoices are payable within 30 days of the invoice date at the latest, net and without discount unless another deadline is indicated on the invoice.
5.2.2 COMPANY shall have ten (10) days from the receipt of each invoice to dispute its content, or portion thereof, and give written notice to CONTRACTOR including full particulars concerning the dispute. In any event, undisputed parts of an invoice shall remain payable in accordance with sub-article 5.2.1 above.
5.2.3 Any sum not paid on the due date will give rise to the payment by the Customer of late payment penalties at the rate of three times the legal interest rate per month of delay, calculated on a daily basis, from the day following the day mentioned as the payment date on the invoice if payment has not been made by this date. These penalties are payable ipso jure, upon receipt of the notice informing the Customer that they have been debited. In addition to the penalties for late payment, the Customer will be liable to pay a fixed penalty of €40 for collection costs in accordance with Articles L441-6 and D441-5 of the French Commercial Code. The Service Provider nevertheless reserves the right to claim additional compensation, on justification, when the costs actually incurred exceed this amount.
5.2.4 CONTRACTOR shall be responsible for all taxes applicable in its country of registration and related to payments received by CONTRACTOR under, or in connection with, the CONTRACT. If any taxes or duties apply outside CONTRACTOR’s country of registration, such taxes and duties shall be borne by COMPANY.
ARTICLE 6 – LIABILITIES
6.1 CONTRACTOR shall be liable for and shall indemnify and hold the COMPANY GROUP harmless from CLAIMS arising out of:
personal injury or death of any member of CONTRACTOR GROUP; or
loss or damage of property of any member of the CONTRACTOR GROUP;
REGARDLESS OF CAUSE.
6.2 COMPANY shall be liable for and shall indemnify and hold the CONTRACTOR GROUP harmless from CLAIMS arising out of:
personal injury or death of any member of COMPANY GROUP; or
loss or damage of property of any member of the COMPANY GROUP;
REGARDLESS OF CAUSE.
6.3 Notwithstanding anything to the contrary in this CONTRACT, COMPANY shall be liable for and shall indemnify and hold the CONTRACTOR GROUP harmless from all CLAIMS and causes of action arising from or pertaining to fire, explosion, blow-out, cratering, any uncontrolled well condition, any subsurface damage, or pollution, in each case, REGARDLESS OF CAUSE.
6.4 CONTRACTOR shall be liable for and shall indemnify the COMPANY GROUP from CLAIMS arising out of injury, death, loss or damage of property of any THIRD PARTY in each case to the extent caused by the negligence of a member of the CONTRACTOR GROUP and arising during or as a result of the performance of this CONTRACT.
6.5 COMPANY shall be liable for and shall indemnify the CONTRACTOR GROUP from CLAIMS arising out of injury, death, loss or damage of property of any THIRD PARTY in each case to the extent caused by the negligence of a member of the COMPANY GROUP and arising during or as a result of the performance of this CONTRACT.
6.6 INTELLECTUAL PROPERTY
CONTRACTOR shall be liable for and shall indemnify the COMPANY GROUP from CLAIMS for patent or copyright infringement by the CONTRACTOR’s goods and methods used for the SERVICES supplied hereunder.
COMPANY shall be liable for and shall indemnify the CONTRACTOR GROUP from CLAIMS for patent or copyright infringement by the COMPANY’s goods and methods used for the SERVICES supplied hereunder.
This CONTRACT shall not operate to transfer to either PARTY any rights to the intellectual property in the methods and tools used and developed by the other PARTY.
6.7 INTERPRETATION OF DATA
The PARTIES acknowledge that any results stated in the final report and conclusions drawn from or interpretations based on any data or reports prepared by CONTRACTOR as part of or in connection with the SERVICES and furnished by CONTRACTOR to COMPANY pursuant to the CONTRACT represent the best opinion, efforts and judgment of CONTRACTOR.
Any action which COMPANY may take as a result of or based on such data or reports shall be at the COMPANY’s sole risk and responsibility and CONTRACTOR shall not be liable or responsible for any losses or damages incurred by COMPANY as a consequence thereof.
COMPANY hereby releases CONTRACTOR from any and all liability in respect of any such losses and damages, REGARDLESS OF CAUSE.
The final report or results issued by CONTRACTOR as part of the SERVICES are based on the state of the inspected equipment, or of the audited system, on the day the inspection or audit took place and do not foretell the evolution of any equipment or system over time after such date.
The final report or results issued by CONTRACTOR as part of the SERVICES shall be for the benefit of COMPANY alone. CONTRACTOR shall not under any circumstances have any liability to any other Party arising from the content of such final report or results REGARDLESS OF CAUSE.
6.8 CONSQUENTIAL LOSS
Neither PARTY shall be liable to the PARTY or to any member of the other PARTY GROUP for any CONSEQUENTIAL LOSS, or any other indirect, special or punitive losses.
6.9 AGGREGATE LIABILITY
6.9.1 Save only as provided in sub-article 6.9.2 but notwithstanding any other provision in the CONTRACT, the aggregate total liability of CONTRACTOR to the COMPANY GROUP arising under this CONTRACT including the performance, or non-performance thereof, shall not under any circumstances exceed one hundred thousand US$ (US$ 100,000.00) REGARDLESS OF CAUSE.
6.9.2 In case of CLAIM(s) arising under Articles 6.1 and 6.3 only, sub-article 6.9.1 shall not apply. In such event, the aggregate total liability of CONTRACTOR to the COMPANY GROUP in respect of such CLAIM(s) shall not under any circumstances exceed the level of insurance cover payable to CONTRACTOR in respect of such CLAIM(s) under the applicable insurance policy held by CONTRACTOR in accordance with Article 7, REGARDLESS OF CAUSE.
ARTICLE 7 – INSURANCES
7.1 COMPANY and CONTRACTOR, each at their own respective expense, shall procure from international reputable insurance companies authorized by the laws applicable to the WORKSITE insurance coverage of the types and minimum amounts insuring the liabilities specifically assumed by each PARTY hereunder, and shall maintain such insurance coverage in full force throughout the duration of the CONTRACT.
ARTICLE 8 – SUSPENSION, TERMINATION
8.1 SUSPENSION BY COMPANY
During the execution of the SERVICES, COMPANY may suspend the SERVICES by giving written notice to CONTRACTOR. For the duration of the suspension period CONTRACTOR shall be remunerated at the service rate set forth in PARTICULAR CONDITIONS.
8.2 TERMINATION BY COMPANY
During the execution of the SERVICES, COMPANY may terminate the SERVICES, by giving written notice to CONTRACTOR. CONTRACTOR shall be remunerated for the part of the SERVICES performed up to the termination of the CONTRACT by COMPANY and the associated stand-by time and travels expenses [set forth in the PARTICULAR CONDITIONS] and any documented direct costs necessitated by the termination, including any costs associated with the cancellation of contracts with suppliers and SUBCONTRACTORS
8.3 TERMINATION BY CONTRACTOR
During the execution of the SERVICES, CONTRACTOR may terminate the SERVICES by giving written notice to COMPANY if, in CONTRACTOR’s reasonable opinion, the safety or security of CONTRACTOR’s personnel is endangered, or cannot be reasonably assured. In such event, CONTRACTOR shall be remunerated for the part of the SERVICES performed at the date of such termination.
8.4 TERMINATION DUE TO DEFAULT
8.4.1 If any of the following events occur (each being an «Event of Default») the applicable PARTY shall be deemed to be «in default»:
a PARTY fails to comply with any of its/his HSE obligations under the CONTRACT that are relevant to the other PARTY;
CONTRACTOR has abandoned the SERVICES or has otherwise ceased all performance or substantially all performance of the SERVICES except when excused hereunder; or
a PARTY fails to make a payment to the other PARTY in accordance with the terms of the CONTRACT; or
PARTY breaches any material provision of the CONTRACT.
8.4.2 If a PARTY is in default and the aggrieved PARTY gives written notice to the PARTY in default setting forth the applicable Event of Default in reasonable detail, then the PARTY in default shall take all reasonable measures, if any are available, to begin to rectify the Event of Default as promptly as reasonably possible under the circumstances, which shall not exceed a period of seven (7) days from the date the written notice is received by the PARTY in default.
8.4.3 If the PARTY in default is unable to rectify the Event of Default, does not begin to rectify the Event of Default within the time period specified in sub-article 8.4.2 or fails to rectify the Event of Default as promptly as reasonably possible thereafter, the aggrieved PARTY may terminate the CONTRACT by giving written notice to the PARTY in default.
8.4.4 If COMPANY terminates the CONTRACT pursuant to Sub-Article 8.4.3, COMPANY shall have the right to finish the SERVICES, with or without the assistance of third parties. COMPANY shall pay CONTRACTOR for the SERVICES performed by CONTRACTOR up to termination of the CONTRACT and the travel costs set forth in the PARTICULAR CONDITIONS.
8.4.5 If CONTRACTOR terminates the CONTRACT pursuant to Sub-Article 8.4.3, COMPANY shall pay CONTRACTOR for the SERVICES performed up to the termination of the CONTRACT by CONTRACTOR, and the associated stand-by time and travel expenses [as set forth in the PARTICULAR CONDITIONS], and any documented direct costs necessitated by the termination, including any costs associated with the cancellation of contracts with suppliers and SUBCONTRACTORS.
8.4.6 The remedies provided in Sub-Articles 8.4.2 to 8.4.5 shall be the sole and exclusive remedies available to the aggrieved PARTY following an Event of Default by the PARTY in default REGARDLESS OF CAUSE.
ARTICLE 9 – FORCE MAJEURE
9.1 If either PARTY hereto is prevented, hindered or delayed from performing all or any of its/his obligations hereunder as a result of FORCE MAJEURE, such prevention, hindrance or delay shall not be considered as a breach of the CONTRACT and that PARTY shall be relieved from such obligations for the duration of such FORCE MAJEURE (but for no longer period), provided however that there is a direct causal relationship between the interruption, hindrance or delay in the performance of the SERVICES and such FORCE MAJEURE event.
9.2 The PARTY claiming FORCE MAJEURE shall promptly notify the other PARTY, with evidence of the occurrence of the related event and shall give prompt notice once the end of the FORCE MAJEURE situation is foreseeable. In the case of CONTRACTOR, he shall immediately suspend the performance of the SERVICES as affected by FORCE MAJEURE.
9.3 In the event of FORCE MAJEURE, the PARTIES shall make their utmost efforts to remedy the situation as quickly as possible. Remuneration to CONTRACTOR shall be as specified in the PARTICULAR CONDITIONS from the time the performance of the SERVICES is prevented by FORCE MAJEURE to the time the performance of the SERVICES is resumed.
9.4 TERMINATION DUE TO FORCE MAJEURE
COMPANY may terminate the CONTRACT:
- If in COMPANY’s reasonable opinion the performance of the SERVICES is rendered impossible due to the FORCE MAJEURE event, as evidenced by the PARTY claiming such FORCE MAJEURE event, or
- In the event of FORCE MAJEURE preventing the performance of the SERVICES beyond thirty (30) days, or if in COMPANY’s reasonable opinion the FORCE MAJEURE conditions are anticipated to last more than thirty (30) days
If the CONTRACT is so terminated, CONTRACTOR:
- Shall be paid the amount due for the part(s) of the performance of the SERVICES completed by CONTRACTOR,
- Shall be reimbursed for all costs and expenses reasonably and irrevocably incurred and paid or committed in good faith as evidenced by supporting documents in respect of the part(s) of the performance of the SERVICES not completed on the date of such termination, to the exception of all costs resulting from the FORCE MAJEURE such as stand-by, delays, and the like, and
Such payment shall constitute the full and final compensation payable by COMPANY to CONTRACTOR under the CONTRACT and CONTRACTOR shall have no CLAIM against COMPANY in respect of such termination.
ARTICLE 10 – APPLICABLE LAW, SETTLEMENT OF DISPUTES
10.1 APPLICABLE LAWS
The PARTIES agree to comply with the APPLICABLE LAWS, rules and regulations, including those of their respective countries of incorporation or principal place of business and of the country of the WORKSITE, directly affecting the SERVICES or the performance of either PARTY’s obligations under the CONTRACT.
10.2 GOVERNING LAW
The CONTRACT shall be governed and interpreted in accordance with the laws of England.
10.3 SETTLEMENT OF DISPUTES
10.3.1 The PARTIES shall endeavour to settle by negotiation any dispute arising out of or in connection with the CONTRACT, and all the consequences thereof. Such dispute shall be notified by the claiming PARTY to the other PARTY, in the form required under the CONTRACT and with due reference to this Article 10, and the PARTIES shall endeavour to settle such dispute by negotiation within forty-five (45) days from receipt of said notice
10.3.2 In case of failure to settle the dispute by negotiation within the time period specified above, the claimant may notify to the other PARTY its/his intention to submit the dispute to arbitration
10.3.3 All disputes arising out of, or in connection with, the CONTRACT shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one arbitrator appointed in accordance with the said rules, in Paris, France.
ARTICLE 11 – CONFIDENTIALITY
The PARTIES undertake to keep confidential any and all information, business and trade secrets obtained from the other PARTY in connection with the CONTRACT, not to disclose them to any third party without the prior written approval of the other PARTY. The non-disclosure obligation under this Article 11 shall not apply to information, which:
a) Is already in the public domain at the time of disclosure; or
b) Is required to be disclosed under APPLICABLE LAWS or by order, decree, regulation or rule of a competent authority with applicable jurisdiction (provided that the PARTY shall give notice to the other PARTY prior to such disclosure).
ARTICLE 12 – GENERAL PROVISIONS
12.1 PROVISIONS SURVIVING CONTRACT
Termination of the CONTRACT and/or the passing of the COMPLETION DATE shall not release the PARTIES from obligations which expressly or by their nature survive the CONTRACT or extend beyond the CONTRACT termination or the Actual COMPLETION DATE and any acceptance of the SERVICES. Without prejudice to the generality of the foregoing, the provisions of Article 11 shall survive for a period of [3] years following the passing of the COMPLETION DATE or earlier termination of this CONTRACT.
12.2 NOTICES
Any notice given under or in connection with the CONTRACT shall only be given in writing to the address of the PARTIES indicated in the PARTICULAR CONDITIONS by one of the methods specified below. Any such notice given as aforesaid shall be deemed to have been given and received:
- If personally delivered by hand, at the time of delivery at the relevant address,
- If sent by recorded delivery or registered post, when received at the recipient’s address,
- If sent by facsimile or email on receipt provided a confirmation letter is delivered or transmitted as per a) and b) above
Notwithstanding the above, routine communications transmitted by facsimile or email will not require a confirmation copy sent by mail.
12.3 NO WAIVER
Any failure or delay in exercising a right or a remedy under the CONTRACT shall not constitute a waiver of the right of remedy, or a waiver of any other rights or remedies, unless such waiver is set out in writing and executed by such PARTY authorized representative and duly notified to the other PARTY.
Any such waiver shall always be construed under a restrictive interpretation and shall not extend, whether in time or in its object, beyond the terms expressly stipulated in such notice.
12.4 SEVERABILITY
If and for so long as any provision of the CONTRACT shall be deemed to be judged invalid for any reason whatsoever, such invalidity shall not affect the validity of any other provision of the CONTRACT except only so far as may be necessary to give effect to the construction of such invalidity and any such invalid provision shall be deemed severed from the CONTRACT without affecting in any way the validity or the balance of the CONTRACT.
12.5 ORDER OF PRIORITY
In case of a conflict between (1) the PARTICULAR CONDITIONS and (2) the present general conditions the contractual documents shall prevail in the order indicated above.
12.6 ENTIRE AGREEMENT
The CONTRACT constitutes the entire agreement between the PARTIES and supersedes all prior oral and written negotiations, understandings, representations and/or agreements with respect to the performance of the SERVICES made between the PARTIES prior to the EFFECTIVE DATE.
The rights and obligations of the PARTIES shall not be limited to those set out in the CONTRACT when the law of the CONTRACT provides or enforces other rights and obligations, provided however that the CONTRACT shall always take precedence over any APPLICABLE LAWS with which it conflicts, or which are expressly excluded by the CONTRACT as far as legally permissible.
12.7 MODIFICATION
No modification to the CONTRACT shall be effective unless set out in writing and signed by duly authorized representatives of the PARTIES.