Terms & conditions

Terms & conditions

1- SALTEL INDUSTRIES EXPANDABLE STEEL SERVICES

Saltel Industries and the abbreviation SI as used herein refers to Saltel Industries SAS, registered in France, and to all subsidiaries around the world including but not limited to Saltel Industries Inc., in USA and Saltel Industries Inc. in Canada. Saltel Industries Expandable Steel Services includes the sale, rental, and provision of services related to the use of Saltel Surface and downhole equipment, expandable steel or stainless steel Patches and tubulars of any form, the Saltel Industries inflatable packer elements, and any accessory equipment manufactured by Saltel and made available for service operations.

2- LIMITED WARRANTY

Saltel Industries’ sole warranty with regard to the services, equipment, products and materials supplied is that the equipment, products and materials are free from defects in workmanship and materials for one year from date of delivery. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED OF MERCHANTABILITY, FITNESS OR OTHERWISE BEYOND THOSE STATED IN THE IMMEDIATELY PRECEDING SENTENCE. Saltel Industries’ sole liability and Customer's exclusive remedy in any cause of action (whether in contract, tort, breach of warranty or otherwise) arising out of the sale, lease or use of any equipment, products or materials is expressly limited to the replacement of such on their return to Saltel Industries or, at Saltel Industries's option, to the allowance to Customer of credit for the cost of such items. In no event shall Saltel Industries be liable for special, incidental, indirect, consequential or punitive damages. Notwithstanding any specification or description in its catalogs, literature or brochures of materials used in the manufacture of its products, Saltel Industries reserves the right to substitute other similar materials without notice. Saltel Industries does not warrant in any way equipment, products, and materials not manufactured by Saltel Industries, and such will be sold only with the warranties, if any, that are given by the manufacturer thereof. Saltel Industries will only pass through to Customer the warranty granted to it by the manufacturer of such items.

3- RELEASE AND INDEMNITY

Customer AGREES TO RELEASE Saltel Industries from liability for any and all damages whatsoever to property of any kind owned by, in the possession of or leased by Customer and those persons and entities Customer has the ability to bind by contract. Customer also AGREES TO DEFEND, INDEMNIFY AND HOLD Saltel Industries HARMLESS from and against any and all liability, claims, costs, expenses, attorney fees and damages whatsoever for personal injury, illness, death, property damage and loss resulting from: loss of well control; services to control a wild well whether underground of above the surface; reservoir or underground damage, including loss of oil, gas, other mineral substances or water; surface damage arising from underground damage; damage to or loss of the well bore; subsurface trespass or any action in the nature thereof; fire; explosion; subsurface pressure; radioactivity; contamination and pollution of any kind and its cleanup and control.

Customer's release, defense, indemnity and hold harmless obligations will apply even if the liability and claims are caused by the sole, concurrent, active or passive negligence, fault or strict liability of one or more members of Saltel Industries or any defect in the data, products, supplies, materials or equipment furnished by Saltel Industries whether in the design, manufacture, maintenance or marketing thereof or from a failure to warn of such defect. "Saltel Industries" is defined as Saltel Industries, its subsidiary, affiliated companies and insurers and its/their officers, directors, employees and agents. Customer's release, defense, indemnity and hold harmless obligations apply whether the personal injury, illness, death, property damaged or loss is suffered by one or more members of Saltel Industries, Customer or any other person or entity and the Customer will support such obligations assumed herein with liability insurance to the maximum extent allowed by applicable law.

4- EQUIPMENT LIABILITY

Customer shall, at its risk and expense, attempt to recover any Saltel Industries equipment, tool or instruments which are lost or lodged in the well and if such equipment, tools or instruments are not recovered, Customer shall pay Saltel Industries its replacement cost unless such loss is due to the sole negligence of Saltel Industries. If Saltel Industries equipment, tools or instruments are damaged in the well, Customer shall pay Saltel Industries the lesser of its replacement cost or the cost of repairs unless such damage is caused by the sole negligence of Saltel Industries. Customer further agrees that if any equipment, tools or instruments of Saltel Industries sustain damage due to abrasion or corrosion by well effluents, Customer shall reimburse Saltel Industries for the repair or replacement cost incurred. In cases where it is necessary to fish for any Saltel Industries instruments or equipment, Customer assumes the entire responsibility for such operations. If the Customer desires, Saltel Industries personnel will, without the assumption of responsibility or liability, assist in an advisory capacity in the recovery of such instruments. No Saltel Industries employee is authorized to do anything other than advise and consult with the Customer in connection with fishing operations. Any fishing tools furnished by Saltel Industries are furnished to accommodate the Customer and Saltel Industries shall not be liable or responsible for any damage that the Customer may incur through their use or by reason of any advice rendered to the Customer by Saltel Industries's employees or agents.

5- CONTROL AND HAZARD NOTIFICATION BY CUSTOMER

Customer shall at all times have complete care, custody and control of the well, the production equipment at the well and the premises about the well. A responsible representative of the Customer with authority to bind the Customer by contract shall be present at all times during the performance of Saltel Industries services or the use of Saltel Industries equipment, products or materials. Customer shall give advance notice to Saltel Industries in writing of all hazardous conditions existing at the well site and involving the well which could affect Saltel Industries's services, equipment, products or materials.

6- CONFIDENTIALITY

Information regarding Saltel Industries's services, equipment, products and materials will be held in confidence by Customer and may be released to others only upon written approval of Saltel Industries or where required by federal, state or local laws, regulations, rules, orders or to be used as evidence in court involving the services, equipment, products or material provided.

7- REVISIONS AND MODIFICATIONS

REVISIONS : All prices, terms and conditions are subject to change without notice.
MODIFICATIONS : Customer agrees that Saltel Industries shall not be bound by any changes or modifications in these terms and conditions, except where such change or modification is made in writing by a duly authorized executive officer of Saltel Industries.

8- PAYMENT, RENTAL, TAXES AND OUTSIDE SUPPLIERS

PAYMENT TYPES

If Customer does not have an approved open account with Saltel Industries, all sums due are payable 30 days from the date of invoice. Customer agrees to pay interest on any unpaid balance from the date payable until paid at the highest lawful contract rate applicable, but never to exceed 18% per annum. In the event Saltel Industries employs an attorney for collection of any account, Customer agrees to pay Saltel Industries's reasonable and necessary attorney fees, but in no case shall the attorneys fees be less than 20% of the unpaid account, plus all collection and court costs.

RENTAL CHARGES

Rental charges commence when equipment leaves the Saltel Industries service base point and continues until returned thereto. If equipment is shipped, carried to or from the lease location, cost of freight will be charged to Customer at Saltel Industries's cost. Cost of restoring rented equipment to first-class condition after use will be charged to Customer.

PERSONNEL CHARGES

Personnel charges will start from the date of departure from their home base until the date of return to their home base.

OUTSIDE SUPPLIERS

Where it is necessary for Saltel Industries to utilize suppliers, Customer shall pay Saltel Industries the supplier's price for the merchandise or service, plus a handling charge of fifteen percent (15%), or higher if provided in an applicable price list.

TAXES

All prices are exclusive of any federal, state, local, sales, use, excise or similar taxes imposed on the sale or use of the services, equipment, product or material listed, which taxes will be added to quoted prices where applicable.

9- GOVERNING LAW

GOVERNING LAW

The validity, interpretation and construction of these terms and conditions shall be determined by the laws of the jurisdiction where the services are performed or the equipment, products or materials are delivered.

SEVERABILITY

All parts hereof are severable. The invalidity of any part shall not affect the validity of any other part.

WAIVER

Delay in enforcing any or all of the above terms and conditions shall not constitute a waiver nor preclude any subsequent enforcement. Failure to take prompt action with respect to any act or omission contrary to these terms and conditions shall not constitute a waiver of any right with respect to such act or omission or any subsequent act or omission.

TERMINATION OF WORK

Saltel Industries reserves the right to terminate its services at anytime if, in its opinion, conditions pertaining to the work ordered make termination advisable. Customer shall pay Saltel Industries its prevailing charges for equipment, products and materials furnished and services performed, regardless of result and even though the services have been terminated.

FORCE MAJEURE

Saltel Industries shall not be responsible for any delay or non-performance due to governmental regulation, labor disputes, war or war-like actions, civil disturbances or riots, weather, fire, acts of God or any other causes beyond the reasonable control of Saltel Industries.

10- ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO EQUIPMENT AND PRODUCT SALES

ACCEPTANCE

All orders from Customer are subject to final acceptance by Saltel Industries and to the conditions set out herein. Terms and conditions set forth in Customer's order shall be null and void unless specifically accepted by Saltel Industries in writing. Performance by Saltel Industries pursuant to order of Customer shall not constitute acceptance by Saltel Industries of Customer's terms and conditions.

DELIVERY

All sales are "Ex Works" which means Saltel Industries fulfills its obligation of delivery when it has made the good available at its premises (I.e. works, factory warehouse, etc..) to the Customer, unless otherwise unless otherwise stated, and such shall constitute full and final delivery on the part of Saltel Industries as provided in INCOTERMS. The trade terms "Ex Saltel Industries", "FCA," "FOB"," "FAS," "CIF" and any other similar terms regarding transportation shall be interpreted according to the most recent revision of INCOTERMS and shall be regarded only as statements of price of goods. In all cases, risk of loss or damage shall pass to the Customer upon delivery of the goods by Saltel Industries to the first carrier. In "FAS" sales, Customer shall provide a place for delivery of the goods immediately upon their arrival at the specific port or dock.
Delivery terms for "CIF", "C&F", "FAS", "FOB" or charges for export boxing, quoted on request.

TITLE

Title to the goods shall remain with Saltel Industries until Customer actually receives the goods.

DELIVERY DEFINED

Tender to the Customer or his authorized agent of commercial invoice and shipping documents, consisting of proper bills of lading and in the case of "CIF" sales, a negotiable insurance certificate, shall constitute full and final delivery on the part of Saltel Industries and entitle it to payment as stated herein.

TIME OF DELIVERY AND DELAYS

Shipping dates or delivery dates quoted are estimates. Saltel Industries shall not be liable for any delay in manufacture or delivery due to fires, strikes, delays in transportation, shortage of cars, shortage of fuel or other material, shortage of labor, deman

INSPECTION & EXPEDITING

Inspection of the goods by Customer is to be made at Saltel Industries's works and at Customer's expense and such inspection and acceptance shall be final. Reasonable facilities will be afforded to inspectors representing the Customer. If the Customer requires expediters, inspectors and/or agents, Saltel Industries will make available personnel to assist the Customer's expediters, inspectors and/ or other agents during normal working hours at Saltel Industries's works and charges for Saltel Industries's personnel will be added to the price quoted for the products, supplies and materials.

SALTEL INDUSTRIES'S PLANS AND SPECIFICATIONS

All plans, specifications and like material, attached hereto or furnished herewith, are now and shall remain the exclusive property of Saltel Industries. Customer hereby agrees to receive such materials with the understanding that the features and all aspects of all designs, drawings, engineering data and other technical or proprietary information, will be kept confidential. No part of said plans, specifications, blueprints or other like material, shall be used or reproduced, without the express written consent of Saltel Industries, signed by one of its officers.

SALTEL INDUSTRIES'S PLANS AND SPECIFICATIONS

All plans, specifications and like material, attached hereto or furnished herewith, are now and shall remain the exclusive property of Saltel Industries. Customer hereby agrees to receive such materials with the understanding that the features and all aspects of all designs, drawings, engineering data and other technical or proprietary information, will be kept confidential. No part of said plans, specifications, blueprints or other like material, shall be used or reproduced, without the express written consent of Saltel Industries, signed by one of its officers.

WAREHOUSE STOCKS

Saltel Industries carries warehouse stocks only of those products and sizes it views as justified by demand in the area. Therefore, the listing of any product or size in the price schedule is not a representation that such product or sizes are available for immediate delivery nor that prices listed herein will be applicable if a special manufacturing run or special handling is required to place the item in stock. Customer Service Item (CSI) denotes manufactured items that require special handling and manufacturing. Equipment altered, made to Customer's specifications or requiring special handling, is subject to special pricing.

CANCELLATION

Orders cannot be canceled by Customer under any circumstances without Saltel Industries's consent and upon terms which will indemnify Saltel Industries against all loss.

RETURN OF GOODS

Neither all nor part of Customer's order may be returned to Saltel Industries without prior written agreement of Saltel Industries. In the event Saltel Industries shall agree to such return, Customer agrees in addition to any other requirements of Saltel Industries to pay all shipping charges and Saltel Industries's minimum restocking charge of 20% and that such goods be unused, undamaged, salable and in new condition. Under no circumstances may any goods be returned to Saltel Industries that are used, damaged, labeled CSI, considered a special order or are not regularly stocked by Saltel Industries. On items labeled CSI and special items, Saltel Industries will attempt to advise the Customer at time of order if the products, supplies and materials are special or CSI, but Saltel Industries's failure to do so shall not be taken as a denial of the fact that it is a special item or CSI.

CHANGES

No alterations in specifications or changes either for total quantity, delivery, mechanical, chemical or other details may be made without written consent of Saltel Industries and adjustment or confirmation of prices.

DESIGN CHANGES

Saltel Industries reserves the right to change or modify the design of any Saltel Industries products, supplies and materials without obligation to furnish or install such changes or modifications on products previously or subsequently sold.