8/18/2019 CAMERON Drlg and Production Sys Quote# 21254151
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___________________________________________________________________________
Quote Prepared By : Sylwia Przenioslo/01224 282270
___________________________________________________________________________
Customer Reference : 18 3/4" TL -BOP sparesPlaced By : Waleed
AhmedValid From : 23 FEB 2016Valid To : 10 APR 2016Project
Reference : SPARE PARTS
PRIOR TO ACCEPTING A PURCHASE ORDER, CAMERON MAY REQUIRE A
FINANCIAL GUARANTEE FROM THEBUYER IF CAMERON DETERMINES THAT THE
CREDIT RATING OF THE BUYER IS NOT SATISFACTORY.
ESTIMATED DELIVERY EX WORKS ABERDEEN AFTER ACCEPTANCE OF ORDER:
SUBJECT TO PRIOR SALE.
___________________________________________________________________________
CAMERON DIVISION RESERVES THE RIGHT TO ISSUE A REVISED QUOTATION
SHOULD THERE BE ANYDEVIATION OR ADDITIONS TO THIS QUOTATION.
DELIVERIES OFFERED HEREIN ARE BASED UPON MATERIAL AVAILABILITY
AND MANUFACTURINGCAPACITY AT TIME OF QUOTATION.
IN NO EVENT SHALL CAMERON EVER BE DEEMED TO HAVE ACCEPTED ANY
CUSTOMER ORDER(WHETHER WRITTEN, ORAL OR OTHERWISE) UNLESS AND UNTIL
CAMERON HAS ISSUED ITS STANDARD
SALES ORDER ACKNOWLDEGEMENT FORM.
CAMERON DIVISION'S TERMS AND CONDITIONS OF SALE FORM A PART OF
THIS QUOTATION.
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SHOULD THIS BECOME AN ORDER PLEASE FORWARD YOUR PURCHASE ORDER
[email protected] REFERENCING THE QUOTATION NUMBER IN THE
SUBJECT LINE.
Quotation
Sold To: 20003479
EGYPTIAN DRILLING COMPANYKM 17.5 CAIRO SUEZ DESERT ROAD11371
CAIROARAB REPUBLIC OF EGYPT
Document Number: 4750/A53/21254151Page: 1 of 2Date Issued: 23
Feb 2016Payment Terms: Net 30 days
Terms and Conditions As Attached/Included
Freight Terms: Ex Works
Aberdeen
DRILLING SYSTEMSCameron Flow Control Technology (UK) LtdBADENTOY
PARK PORTLETHENABERDEENGrampian
AB12 4YBGREAT BRITAINPhone: 01224 282 000
8/18/2019 CAMERON Drlg and Production Sys Quote# 21254151
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CONTRACT ACCEPTANCE:ny written or oral purchase order received
from Buyer by Seller shall be construed as a writtenceptance of
Seller.s offer to sell and shall be filled in accordance with the
terms and conditions of salet forth herein. SELLER.S ACCEPTANCE OF
THIS ORDER IS EXPRESSLY CONDITIONED ON
UYER.S ASSENT TO THE TERMS CONTAINED HEREIN. The terms and
conditions of Seller.soposal (if any) and acknowledgement shall
prevail over any conflicting or different terms in Buyer.sder
unless Buyer notifies Seller in writing of its objections thereto
within fifteen (15) days from receiptSeller.s acknowledgement.
Buyer.s standard terms of purchase will not be considered a
counterofferSeller.s terms and conditions of sale. The failure of
Seller to object to any provision in conflict
erewith whether contained on Buyer.s purchase order or otherwise
shall not be construed as a waiverthe provisions hereof nor as an
acceptance thereof.QUOTATIONS AND PRICES:
ny product, service capability or manufacturing capability which
may be available at the time aotation is made is subject to prior
sale. Prices quoted are subject to change without notice. The
priceeffect at the time of shipmentincluding any escalation formula
will apply, unless a valid quotation oritten agreement to the
contrary exists betweenBuyer and Seller. Unless otherwise stated,
all pricesown are in £ sterling and are ex-works (Incoterm 2000)
based. Unless prohibited by statute Sellerserves the right to place
a service charge on past due accounts at a rate equal to the
localbanknding rate plus ten (10) percent. Any documentation
pertaining to traceability requirements for rawaterials orproducts
or documentation required for any routine or special processes must
be identifiedthe Buyer at the t ime ofquotation (if any) or at the
time of order placement.TAXES:
ny tax or other charge imposed by law on the sale or production
of products or the performance ofrvices shall be paid by theBuyer,
unless the law specifically provides that such payment must beade
by Seller, in which case Buyer shall reimburseSeller for such
payment as part of the purchasece. Custom duties, consular fees,
insurance charges and other comparablecharges will be borne by
uyer.SHIPPING SCHEDULE AND DELIVERY:
hipment schedules are given as accurately as conditions permit
and every effort will be made to makeipments as scheduled. Seller
will not be responsible for deviations in meeting shipping
schedules norr any losses or damages to Buyer (or any third party)
occasioned by deviations in the shippinghedule, whether due to Acts
of God, orders bearing priorityratings established pursuant to
law,ferences with workmen, local labour shortages, fire, flood,
shortages or failure of rawmaterials,pplies, fuel, power or
transportation, breakdown of equipment or any other causes beyond
Seller.sasonablecontrol, whether of similar or dissimilar nature
than those enumerated. Seller shall haveditional time within which
toperform as may be reasonably necessary under the circumstances
andall have the right to apportion its production among
itscustomers in such a manner as it may considerbe equitable.
Seller reserves the right to furnish commercially equivalent
orbetter substitutes for
aterials or to subcontract the Buyer.s order or portions thereof
as Seller deems necessary. In no eventall Seller be liable for any
consequential damages resulting from failure or delay in shipment.
If Buyerquiresdrawings, procedures, standards or similar material
for approval, shipping schedules will belculated from the timesuch
approvals are received by Seller, since shipping schedules are
based on
eller having all required information and a firm order from
Buyer which is enterable into production.ny hold points,
wrepresentints or the need for inspection by Buyer.s atives must be
identified by Buyerthe time of quotation (if any) and/or order
placement in order that theeffect on the prices or shippinghedules
(if any) can be taken into account. Additional inspection or
testing required byBuyer whichfects normal production sequence will
be considered as extending the shipping dates accordingly.TERMS OF
PAYMENT:
erms of payment are 30 days from date of invoice unless
otherwise stated in the quotation or Seller.sder
acknowledgment.CANCELLATIONS AND RETURNS:
urchase orders once placed by Buyer and accepted by Seller can
be cancelled only with Seller.sitten consent and upon
termswhichwill save Seller from loss. No products may be returned
for creditadjustment without written permission fromSeller.s office
authorized to issue such permission.WARRANTIES: products of
Seller.s manufacture except for its Orbit product are warranted
against defects of materiald workmanship for a period of twelve
(12) months from the date of installation or eighteen (18)
months
om date of shipment,whichever period first expires while its
Orbit product is warranted for thirty six (36)onths from date of
shipment, whenall such products are used in the service and within
the pressurenge for which they were manufactured. In the case
ofproducts or parts not wholly of Seller.sanufacture, Seller.s
liability shall be limited to the extent of its recovery fromthe
manufacturer of suchoducts or parts under its liability to Seller.
Any repair work performed by Seller is warranted foronear from
completion of such repairs and applies only to work performed. If,
within these specified
eriods, Sellerreceives notice from Buyer of any alleged defect
in or non-conformance of any product orpair and if in the Seller.s
sole judgmentthe product or repair does not conform or is found to
be
efective in material or workmanship, then, Buyer shall,at
Seller.s request, return the part or product-works (Incoterm 2000)
to Seller.s designated plant or servicelocation. Seller has no
liability formoval or reinstallation of products or equipment.
Seller, at its option and expense,shall repair orplace the
defective part or product, or repay to Buyer the full price paid by
Buyer for such defective
art,repair or product. Any repayment of purchase price shall be
without interest. Seller.s warrantybility, includingdefects caused
by Seller.s negligence, shall be limited to such repair,
replacement orfund, and shall not include claims forlabour costs,
expenses of Buyer resulting from such defects,covery under general
tort law or strict liability or fordamages resulting from delays,
loss of use, or otherrect, indirect, incidental or consequential
damages of any kind. Seller will not be responsible for
lures of products which have been in any way tampered with or
altered by anyone otherthan anthorised representative of Seller,
failures due to lack of compliance with recommended
maintenanceocedures orproducts which have been repaired or altered
in such a way (in Seller.s judgment) as tofect the products
adversely. Thiswarranty is expressly in lieu of all other
warranties, express, statutoryimplied, including the warranty of
satisfactoryquality and fitness for particular purpose which
exceed
e foregoing warranty.ENGINEERING AND SERVICE:
pon request, Seller will provide engineering and/or technical
information regarding its products andeir uses and, if feasible,
will provide personnel to assist Buyer in effecting field
installations and/or fieldrvice. Any such information,service or
assistance so provided, whether with or without charge, shall
e advisory only.INSPECTION:
nless otherwise agreed in writing, final inspection and
acceptance of products must be made ateller.s plant or other
shipping or receiving point designated by Seller and shall be
conclusive except asgards latent defects. Buyer.srepresentatives
may inspect at the Seller.s plant or shipping point duringorking
hours prior to shipment in such manner aswill not interfere with
operations.0. DELIVERY AND ACCEPTANCE:elivery shall be in
accordance with the requirements in the Purchase Contract,
provided, in the eventuyer is unable toaccept delivery upon
completion of the manufacture of the products in accordanceth such
requirements, Buyer agrees that (i) title and risk of ownership
shall pass to Buyer on date ofeller.s invoice, and (ii) Buyer will
make payments withinthirty days after date of such invoice.
Sellerall retain custodial risk of loss until delivery is made in
accordance with such requirements.. EXPORT COMPLIANCE:
he Buyer shall provide the Seller with relevant end-use,
end-user and country of end-use informationth respect to
theproducts, services, software or technology to be supplied
hereunder (collectively,ems.). Based on and in reliance onsuch
information, the Seller will supply such Items in complianceth
applicable trade and customs laws including thatof the United
States of America. The Seller
utions and the Buyer acknowledges that any change in end-use,
end-user orcountry of end-usecluding a shipment between countries
other than the U.S.) may be restricted or prohibited
bypplicabletrade and customs law, whether it be of the U.S. or
other country. The Parties shall complyth all applicable trade and
customs laws (including U.S. Export Controls) except for any such
lawshich conflict with or are otherwise penalized underthe laws of
the U.S., which in the event of suchnflict, Seller shall notify
Buyer. The Buyer agrees in particular thatit shall not use and
shall not permity third party to use such Items in connection with
the design, production, use, orstorage of chemical,
ological or nuclear weapons or missiles of any kind.2.
TRANSPORTATION CHARGES, ALLOWANCES, CLAIMS:
prices are ex-works (Incoterm 2000) Seller.s plant or other
designated shipping point. No freight isowed unless statedin
Seller.s quotation (if any) or in a written contract which may
exist between Sellerd Buyer at the time of shipment. If Seller.s
quotation or a written contract states that all or a portion of
eight is allowed, all prices are ex-works (Incoterm2000)
Seller.splant or other designated shippingoint, with most
economical surface transportation allowed. If the quoted
orcontractual price includesansportation, Seller reserves the right
to designate the common carrier and to ship in the manneriteems
most economical. Added costs due to special routing requested by
the Buyer are chargeable toe Buyer. Under no circumstances is any
freight allowance which is absorbed by Seller to be deductedom the
selling price. If the quotedprice or contract includes
transportation, no deduction will be madelieu thereof whether Buyer
accepts shipment at plant,warehouse, freight station, or otherwise
suppliesown transportation. When sales are made from the Seller.s
warehouse, Seller reserves the right to
arge either actual or pro-rated freight from Seller.s principle
point of manufactureto Seller.sarehouse. Buyer assumes risk of loss
of or damage to the products upon delivery to the carrier,gardless
of who pays shipping costs. Seller endeavours to pack or prepare
all shipmentstransit, theyll not break, rust or deteriorate in but
does not guarantee against such damage. Unless requested initing by
the Buyer, no shipments are insured bySeller against damage or loss
in transit. Seller willace insurance as nearly as possible in
accordance with Buyer.swritten instructions but in such caseeller
acts only as agent between the insurance company and the Buyer and
assumes noliability
hatsoever. Any claims for shipping loss, breakage or damage
(obvious or concealed) are Buyer.ssponsibility andshould be made to
the carrier. All claims regarding shortages must be made within
thirty (30) days from receipt of shipment and must be
accompanied by the packing list(s) covering tshipment.13.
INDEMNIFICATION AND LIMITATION OF LIABILITY:A.
INDEMNIFICATION:.Buyer Group. means: Buyer, its parent (if any),
subsidiaries, affiliates, co-owners, co-venturepartners and any
entitywith whom Buyer has an economic interest with respect to the
goods covered this purchase order including Buyer.scustomers, and
its and their respective employees, personndirectors, officers,
borrowed servants, representatives, agents,contractors and
subcontracto(respectively and of any tier or level and who are not
included within Seller Group). .Seller Groumeans: Seller, its
parent (if any), subsidiaries, affiliates, co-owners and its and
threspectiveemployees, personnel, directors, officers, borrowed
servants, representatives, agencontractors and
subcontractors(respectively and of any tier or level and who are
not included withBuyer Group).(1) Seller shall release, defend,
save, indemnify (collectively .Indemnify.) and hold Buyer
Groupharmless from and against anyandall claims, demands, losses,
damages and causes of action whatever kind or nature (collectively
.Claims.) for the death ofor personal injury to members of SelGroup
even if such Claims arise from or are attributable to the
negligence orbreach of duty (whethstatutory or otherwise) of the
members of Buyer Group and shall apply irrespective of any claim
intounder contract or otherwise at law.(2) Seller shall Indemnify
and hold Buyer Group harmless from and against any and all Claims
for loof or damage to the propertyof the members of Seller Group
even if such Claims arise from or aattributable to the negligence
or breach of duty (whetherstatutory or otherwise) of the members of
BuyGroup and shall apply irrespective of any claim in tort, under
contract orotherwise at law.(3) Buyer shall Indemnify and hold
Seller Group harmless from and against any and all Claims for
thdeath of or personal injurytomembers of Buyer Group even if such
Claims arise from or are attributabto the negligence or breach of
duty (whetherstatutory or otherwise) of the members of Seller Group
ashall apply irrespective of any claim in tort, under contract
orotherwise at law.(4) Buyer shall Indemnify and hold Seller Group
harmless from and against any and all Claims for loof or damage to
the property (including the goods covered by this purchase order)
of the membersBattributableven if such Claims arise from or are to
the negligence or breach of duty (whether statutoor otherwise) of
the members of Seller Group and shallapply irrespective of any
claim in tort, undcontract or otherwise at law.(5) Except as
provided in Article 13 (A) (6), Buyer (on its own behalf and on
behalf of Buyer Group)and Seller (on its ownbehalf and on behalf of
Seller Group) shall Indemnify and hold each othharmless from and
against any and all Claims assertedagainst them by or on behalf of
any third party the death of or personal injury to such a third
party, as well as loss of ordamage to the property of sucthird
party resulting from the indemnitor.s negligence or breach of duty
(whether statutory orotherwisAthird party is a person or entity not
included in Buyer Group or Seller Group. Where personal injudeath,
orloss of or damage to property is the result of joint negligence
or breach of duty (whethstatutory or otherwise) of Buyer orSeller,
the indemnitor's duty of indemnification shall be in proportionits
allocable share of joint negligence or breachof duty (whether
statutory or otherwise). If either partystrictly liable under law,
the other party's duty ofindemnification shall be in the same
proportion that negligence or breach of duty (whether statutory or
otherwise) tothe personal injury, death, or loss ofdamage to
property for which a party is strictly liable.(6) Notwithstanding
any other provision contained in this order, Buyer shall Indemnify
and hold themembers of Seller Groupharmless from and against any
and all Claims (including clean-up costs alosses of oil, gas or
hydrocarbons) arising frompollution, contamination, dumping or
spilling of asubstance. It being the intent of the parties hereto
that this indemnityshall extend to cover propeowned by Buyer Group
and to property owned by any third party and shall apply regardless
of thnegligence or breach of duty (whether statutory or otherwise)
of the members of Seller Group and shapplyirrespective of any claim
in tort, under contract or otherwise at law.B. INDEMNITY FOR
CONSEQUENTIAL LOSS:For the purposes of this article the expression
.consequential loss. shall mean: (i) consequential indirect loss
under English Law; and (ii) loss and/or deferral of production,
loss of product, loss of uloss of revenue, profit or
anticipatedprofit (if any), rig and vessel standby time, in each
case whethdirect or indirect to the extent that these are
notincluded in (i), and whether or not foreseeable at tcommencement
of the order. Notwithstanding any provision to thecontrary
elsewhere in the ordBuyer shall Indemnify and hold harmless Seller
Group from Buyer Group.s own consequential loss;aSeller shall
Indemnify and hold harmless Buyer Group from Seller Group.s own
consequential loarising from, or relatingto or in connection with
the performance or non-performance of the ordirrespective of cause
and notwithstanding thenegligence or breach of duty (whether
statutory otherwise) of either party and shall apply irrespective
of any claim in tort,under contract or otherwiselaw.C. LIMITATION
OF LIABILITY:Subject to the provisions of Article 13 (A) and (B),
but notwithstanding any other provision of the ordSeller.s
totalcumulativeliability to Buyer arising out of or in relation to
the performance of the order, undany cause of action whetherin
tort, contract or otherwise at law, shall not exceed a cumulative
suequivalent to 20% (twenty percent) of order priceregardless of
cause and whether any such liabilarises by reason of negligence or
breach of duty (whether statutory orotherwise) on the part of
SeGroup and Buyer shall Indemnify and hold Seller Group harmless
from and against any and suchliability in excess of this amount.14.
MODIFICATION, RESCISSION & WAIVER:The terms herein may not be
modified or rescinded nor any of its provisions waived unless
sumodification, rescission or waiverisin writing and signed by an
authorised signatory or director of Sel
Failure of Seller to insist in any one or moreinstances upon the
performance of any of the terms aconditions of the contract or the
failure of Seller to exerciseany of its rights hereunder shall not
construed as a waiver or relinquishment of any such term,
condition, or righthereunder and shall affect Seller.s right to
insist upon strict performance and compliance with regard to
aunexecutedportions of this contract or future performance of these
terms and conditions. All orders mbe accepted by an
authorisedemployee of Seller.15. GOVERNING LAW AND DISPUTE
RESOLUTIONThe rights and duties of the parties and construction and
effect of all provisions hereof shall be governby and
construedaccording to the laws of England. Any dispute, controversy
or claim under tagreement which is not settled amicably by
theparties shall be finally settled by binding arbitration undthe
Rules of Conciliation and Arbitration of the InternationalChamber
of Commerce before a boardthree (3) arbitrators appointed in
accordance with said Rules. The award of a majority of the
arbitratshall be final and binding upon the
parties.Englanarbitration proceedings shall be held in London, The
proceedings shall be conducted in the English
language.CAM/T&C/UK/96REV 10/06
TERMS & CONDITIONS
