1. General Conditions
These Terms and Conditions govern all quotations, purchase orders, contracts, services and supply of goods by NAPESCO Australia Pty Ltd (NAPESCO). Unless otherwise agreed in writing, all services and resulting contractual relationships shall be governed by these Terms.
2. Definitions
'Company' means NAPESCO Australia Pty Ltd. 'Client' means the purchaser or party engaging NAPESCO. 'Services' include machining, inspection, hard banding, bucking, repair, refurbishment, testing, coating and related oilfield services.
3. Quotations
Quotations are based upon information supplied at the time of issue, remain valid for 30 days unless stated otherwise, are quoted in Australian Dollars and exclude GST. Variations in scope, specifications, quantities or client requirements may result in revised pricing.
4. Provision of Goods and Services
NAPESCO will perform services using reasonable care and skill, in accordance with client instructions, industry standards, approved procedures and operational requirements. NAPESCO may subcontract portions of work where required.
5. Reports of Findings
Inspection reports, dimensional reports, testing records, certificates and findings reflect the condition of equipment at the time of inspection only and shall not be construed as a guarantee of future performance.
6. Client Obligations
The Client shall provide accurate information, safe access, competent representatives, required permits and disclosure of hazards. Equipment supplied must be legally owned or submitted with proper authority.
7. Client Supplied Equipment
The Client is responsible for ensuring equipment is appropriately cleaned, decontaminated and safe for handling. NAPESCO may refuse work where equipment presents unacceptable safety risks.
8. OCTG and Oilfield Equipment
The Client acknowledges that OCTG, drill pipe, drill collars, subs, crossovers, hardbanded components and associated equipment may contain wear, corrosion, cracking, fatigue, metallurgical defects or latent conditions not discoverable during normal inspection.
9. Hardbanding and Welding Services
NAPESCO does not warrant the future performance or wear life of hardbanding products where operating conditions, drilling environments or usage are outside NAPESCO's control.
10. API Inspection and Certification Services
Inspection, repair and testing services reflect equipment condition at the time of inspection. NAPESCO does not guarantee future API acceptance, future compliance, serviceability or operational performance after delivery.
11. Delivery and Risk
Unless otherwise agreed, pricing is Ex-Works Darwin, Northern Territory. Risk passes to the Client upon collection, loading or transfer to the Client's nominated carrier.
12. Ownership of Goods
Ownership of supplied goods remains with NAPESCO until payment is received in full. NAPESCO reserves the right to recover unpaid goods.
13. Fees and Payment
Payment terms are 30 days from invoice date unless otherwise agreed in writing. Overdue accounts may incur interest at 1.5% per month together with recovery costs and legal expenses.
14. Additional Costs
NAPESCO may charge additional costs where unforeseen conditions, hidden damage, additional repairs, client-requested variations or third-party costs are incurred.
15. Suspension and Termination
NAPESCO may suspend or terminate services for non-payment, insolvency, safety concerns, contractual breaches or failure to comply with these Terms.
16. Warranty
NAPESCO warrants workmanship performed by NAPESCO only. Warranty is limited to re-performance of services or repair of defective workmanship at NAPESCO's discretion. Warranty excludes misuse, wear and tear, corrosion, fatigue, latent defects and client supplied materials.
17. Limitation of Liability
NAPESCO is neither an insurer nor guarantor. The total liability of NAPESCO for any claim shall not exceed the lesser of AUD $20,000 or the value of the services provided.
18. Consequential Loss Exclusion
NAPESCO shall not be liable for loss of production, drilling delays, rig downtime, loss of profit, loss of opportunity, loss of revenue, business interruption, consequential loss, indirect loss or third-party claims.
19. Indemnity
The Client indemnifies NAPESCO, its officers, employees and contractors against third-party claims arising from the Client's equipment, instructions, misuse or breach of these Terms.
20. Force Majeure
NAPESCO shall not be liable for delays arising from natural disasters, industrial action, supplier shortages, pandemics, government actions, transport interruptions, utility failures or events beyond its reasonable control.
21. Confidentiality
Both parties shall maintain confidentiality regarding all commercial, technical, operational and financial information exchanged during the engagement.
22. Intellectual Property
Reports, procedures, photographs, drawings, engineering assessments, calculations, inspection records and technical documentation remain the intellectual property of NAPESCO unless otherwise agreed.
23. Uncollected Goods
Goods not collected within a reasonable period may incur storage fees and may be disposed of where legally permissible after reasonable notice.
24. Claims
Claims must be submitted in writing within 30 days of discovery and in any event within 12 months of completion of services.
25. Governing Law
These Terms are governed by the laws of the Northern Territory of Australia. The parties submit to the exclusive jurisdiction of the courts of the Northern Territory.
26. Quotation Acceptance
Acceptance of a quotation, issue of a purchase order, engagement of services or instruction to proceed constitutes acceptance of these Terms and Conditions.
Document Title: General Terms and Conditions of Trade | Owner: NAPESCO Australia Pty Ltd | Version: 2.0 | Review Period: Annual
