Sales terms
STANDARD TERMS & CONDITIONS
FOR THE SALE OF GOODS & SERVICES
1 Application
1.1 This document sets-out the terms and conditions under which Excellence Logging offers its goods
and services. In the Standard Terms & Conditions for The Sale Of Goods & Services the following
words and expressions shall have the meaning assigned to them:
– “Agreement” means the agreement between Client and Excellence Logging for the supply of
Goods and/or performance of Services by Excellence Logging to Client, which consists of (a) the
present Conditions (b) the purchase order accepted by Excellence Logging (c) all the commercial
or technical documents mentioned on the purchase order form accepted by Excellence Logging.
– “Client” means the person or entity requesting the Goods and/or Services and to which
Excellence Logging’s Offer has been addressed.
– “Client Group” means the Client and/or any of its holding, subsidiary, affiliated companies, its or
their co-venturers and joint-ventures, its or their other contractors and subcontractors of any
tier, and the employees, directors, agents, or servants of any of these.
– “Conditions” means these Terms & Conditions for the Sale of Goods & Services.
– “Consequential Damages” means (i) any indirect, consequential or special loss or damages of any
kind or character and howsoever arising; and, (ii) any loss of profit or anticipated profit, loss of
revenue, business interruption, loss of use, loss of bargain, loss of production or deferral of
production, down time costs, loss of opportunity, loss of contract, loss of goodwill, the cost of
obtaining any new financing or maintaining any existing financing, whether or not such losses are
direct, consequential, indirect or special in nature and whether or not such losses are foreseeable
at the time of entering into the Agreement.
– “Excellence Logging” means Excellence Logging and/or any of its holding, subsidiary, and
affiliated companies offering the Goods and/or Services.
– “Excellence Logging Group” means Excellence Logging and/or any of its holding, subsidiary,
affiliated companies, its or their subcontractors of any tier, and the employees, directors, agents
or servants of any of these.
– “Goods” means the products or equipment supplied by Excellence Logging to Client under the
Agreement.
– “Interpretation” means a) the interpretation or analysis of any data or measurement and/or b)
any recommendation, diagnostic, reservoir description or other descriptive model based upon
such data or measurement.
– “Offer” means the offer made by Excellence Logging setting-out the Goods to provide or Services
to perform and the corresponding rates and prices.
– “Services” means the services to be provided by Excellence Logging under the Agreement.
– “Site” means the location(s) at which or concerning which Excellence Logging shall deliver the
Goods and/or perform the Services, including but not limited to oil & gas or other facilities, wells
and subterranean formations associated or adjacent to such location.
1.2. When Client requests and Excellence Logging agrees to provide Goods and/or perform Services, the
provision of such Good and/or Services and the liabilities and obligations of Client and Excellence
Logging shall be solely governed by the Agreement.
1.3. Excellence Logging is entitled to reject any modifications, variations or additional specifications,
terms or conditions unless specifically incorporated into the Agreement and accepted in writing by
Excellence Logging.
1.4. Any request by Client to proceed with the Sale of Goods and/or Services whether evidenced by verbal
or written instruction to proceed or purchase order or acknowledgement shall be construed as an
acceptance of these Conditions by Client.
1.5. For the avoidance of doubt, and unless otherwise stated in writing by Excellence Logging, all Offers
of Goods and/or Services are contingent on acceptance of these Conditions and Excellence Logging
reserves the right to adjust its Offer where the Client seeks to change these Conditions.
2 Status of the Parties
2.1. In providing the Goods or performing the Services, Excellence Logging is acting as an independent
contractor and not as an agent of Client and in no event shall the employees or agents of Excellence
Logging be considered employees or agents of Client.
2.2. If Client is other than the sole owner of the data or the Site including any well or concession on or
concerning which Excellence Logging shall deliver the Goods and/or perform the Services, but instead
shares ownership of the same with one or more third parties, Client represents that it is the duly
constituted and authorized agent of each of such third parties with full power: (i) to represent the
interest of the same with respect to all decisions made concerning the Agreement, the Goods or the
Services; and (ii) to deliver or otherwise make available to Excellence Logging information which may
be the property in whole or in part of such third parties.
2.3. Client shall protect, defend, indemnify and hold Excellence Logging Group harmless from and against
all loss, liability, claims, demands and causes of action (including all costs and expenses thereof and
attorney’s fees) of every kind and character without limit arising in favor of any third party on account
of any deficiency in the above representations.
3 Goods & Services
3.1. Goods shall be supplied and/or Services shall be performed in accordance with the Agreement and
Client is responsible for satisfying itself as to their suitability for the Client application.
3.2. Client shall provide in due time any approval, instruction, information, data, material, access to site
or other thing which may be required in relation to the performance of Excellence Logging’
obligations and which is not expressly stated to be Excellence Logging responsibility.
3.3. Any authorization, license or approval required from any regulatory authority for which Excellence
Logging is not expressly made responsible in the Agreement shall be obtained in due time by Client.
3.4. Excellence Logging shall deliver the Goods and perform the Services with due diligence, in a safe,
workmanlike manner, and in accordance with accepted oil-field practices.
3.5. Excellence Logging shall not be responsible for any loss, liability, costs, claims, demands or expenses
(including legal expenses) arising out of or in connection with any inaccuracies, errors, omissions or
defects in data, materials, samples, specifications and information supplied by or on behalf of Client.
4 Warranty
4.1. Excellence Logging does not guarantee the results of the Services performed.
4.2. Excellence Logging warrants the Goods against defects for the period expiring either twelve (12)
months from the date of installation of the Goods into service or eighteen (18) months from the
completion of the final factory acceptance inspection tests, whichever occurs sooner, provided that:
(i) the defect is reported in writing by Client to Excellence Logging within the warranty period and no
later than seven (7) days from its discovery; and (ii) the defect prevents the Goods from being fit for
used as per the specifications sent by Client to Excellence Logging for their purpose; and (iii) the
Goods are handled, transported from the point of delivery to their ultimate destination, stored and
maintained in accordance with Excellence Logging recommendations; and (iv) the Goods are use
within the service conditions, environment and pressure range for which the Goods were designed
and manufactured. Client shall, at its own costs and risks, remove and deliver defective Goods. Should
the Agreement require the performance of work in connection with the sale, installation, fitting or
maintenance of the Goods, Excellence Logging shall not incur any warranty, guarantee or liability for
the performance of such work.
4.3. Notwithstanding anything to the contrary herein, in case Excellence Logging shall provide any
interpretations, such interpretations are opinions based on inferences from measurements and
assumptions which are not infallible and with respect to which analyses may differ. Excellence
Logging therefore does not warrant the accuracy or completeness of Interpretations and such
Interpretations must not be relied upon as the sole basis for any operational or financial decision or
decision in relation to the safety of property and personnel at the Site. Client shall be solely
responsible for all such decisions.
4.4. The express warranty set out in this article is exclusive of any other warranties. Any and all other
express or implied warranties or representations, including warranties of merchantability, fitness for
a particular purpose, and of workmanlike performance, are hereby excluded. There are no warranties
which extend beyond those provided in this article. Excellence Logging’ sole liability and Client’ sole
remedy in respect of defective Products and Services shall be those stated in this Article.
5 Site Conditions
5.1. Client having custody and control of the Site and having superior knowledge of the Site and
conditions surrounding it shall provide Excellence Logging, prior to the commencement of Services,
with available information to deliver the Goods and/or perform the Services safely and efficiently.
5.2. Excellence Logging shall only be required to operate any equipment specified in the Offer within its
intended design parameters. Such equipment may be seriously damaged by Site conditions outside
such parameters including but not limited to those within the well. Client shall be responsible for
notifying Excellence Logging in advance and shall make special arrangements for operations on Site
in which hazardous or unusual conditions exist.
5.3. In respect of such abnormal conditions which Excellence Logging could not have determined and
understood in due time on the basis of information provided by Client or where Excellence Logging
had no reasonable means of being aware of such conditions, Excellence Logging additional costs
arising therefrom shall be payable by Client to Excellence Logging.
6 Client Supplied Items
Except as otherwise set-out in the Offer and excluding Excellence Logging equipment, personnel and
supplies as defined in the Offer, Client shall provide or shall procure as necessary for the performance
of the Services but at no cost to Excellence Logging and to a standard consistent with good industry
practice, the following:
– Site preparation and Site services and assistance including without limitation power, water,
communications, transportation, accommodation, storage, and supplies,
– Transportation for Excellence Logging personnel, its equipment and materials to and from
Excellence Logging supply base designated in the Offer and the Site.
7 Safety & the Environment
7.1 Client shall, either itself or by contract with its subcontractors, ensure that adequate safety apparatus
and written instructions for its use shall be available on the Site, and that such shall be in compliance
with all applicable laws, regulations and recognized industrial practices. Client shall be responsible
for training in the use of Site safety apparatus, for conducting regular emergency drills and providing
the means for emergency evacuation. In respect of Site security, Excellence Logging shall have access
to security programs and Client and Excellence Logging shall cooperate together in respect of Site
security arrangements.
7.2 Excellence Logging’s safety and environmental practices are based on recognized international
oilfield standards adapted to the needs of the Services. In the event the Client’s internal policies or
local regulations require extra safety or environmental procedures or apparatus, Excellence Logging
shall seek to take all reasonable steps to implement them, and any costs resulting therefrom shall be
borne by Client.
7.3 Excellence Logging shall notify to Client if radioactive sources or materials are used during the
performance of the Services. Where such materials or sources are lost or damaged while under the
care and custody of Client or whilst in the well, Client shall use its best efforts to recover such
materials or sources and shall use all precautions to avoid damaging the container of the source. If
the radioactive materials or sources are not recovered or if its container is damaged, Client shall
conform immediately with all applicable laws and regulations including taking all necessary measures
in order to contain and isolate the radioactive source. Client shall bear and shall indemnify Excellence
Logging in respect of, all costs associated with such loss, damage or compliance.
8 Excellence Logging Resources
8.1 Excellence Logging shall select and furnish the duly qualified competent personnel in the numbers
and functions set out in the Offer.
8.2 Excellence Logging shall select and furnish the equipment, materials and supplies in the quantities
and qualities as specified in the Offer.
8.3 If Excellence Logging, due to reasons within Excellence Logging reasonable control, fails to deliver the
Goods and/or to perform the Service by the agreed performance date, then Client may claim
liquidated damages for delay. Such liquidated damages shall be limited to a maximum of one per
cent (1 %) of the purchase order price for the Service for each week after the agreed
delivery/performance date up to a maximum of ten per cent (10%) of the Offer price. All amounts
of liquidated damages for which Excellence Logging may become liable are agreed as a genuine preestimate
of the losses which may be sustained by Client in the event that Excellence Logging fails in
its time performance obligations, where provided as such, and not a penalty. Such liquidated
damages shall be Client’s sole remedy and Excellence Logging’s sole liability for any delay whether
under the Agreement or otherwise at law.
9 Compensation & Payment
9.1 Client shall pay Excellence Logging in accordance with the Offer. Terms for payment of charges are
net cash within thirty (30) days from the date of invoice issuance, in accordance with any payment
instructions written on the invoice. If an invoice is not paid at the end of the said thirty (30) days,
interest at a rate of one- and one-half percent (1½%) per month shall be charged on the unpaid
amounts. Payment of charges invoiced in respect of Goods and/or Services shall not be set off or
withheld against charges due in respect of any other order or any other claim or dispute between
Excellence Logging and Client.
9.2 If, during the term of this Agreement, there occurs a change to any existing applicable law, rule,
regulation, decree or official government order, or should Client change any of its policies and/or
procedures, or, if a government or any other body or agency having jurisdiction enacts new laws,
rules, regulations, decrees or official government orders, and should any such change, enactment or
issue give rise to an increase in Excellence Logging costs, Excellence Logging shall notify Client and
the Parties shall seek agreement on the necessary adjustments to the rates for the Goods and/or
Services. However, should the Parties fail to reach an agreement on such adjustments, Excellence
Logging is entitled to terminate this Agreement pursuant to Article 16 “Force Majeure”. For the sake
of clarity, it is understood that the foregoing shall apply to any change, enactment or issue including
but not limited to those related to taxes, safety, the environment, employment conditions, or
employee’s social entitlements and/or contributions.
10 Tax
Client shall pay Excellence Logging in accordance with the terms of the Offer and shall pay any and
all taxes, duties or other levies (other than income taxes) imposed by any government, governmental
unit, or similar national or local authority with respect to the charges made or payments received in
connection with the Services. Unless otherwise set out in the Offer, all charges in respect of Goods
and/or Services are payable net of any withholding tax applicable to payments made by Client.
11 Liabilities & Indemnities
THE RELEASE, DEFENSE AND INDEMNITY OBLIGATIONS OF THE PARTIES AS SET FORTH IN THIS ARTICLE 11 SHALL APPLY
IRRESPECTIVE OF CAUSE AND NOTWITHSTANDING THE NEGLIGENCE OR BREACH OF DUTY (WHETHER STATUTORY OR
OTHERWISE) OF THE INDEMNIFIED PARTY OR ANY OTHER ENTITY OR PARTY AND SHALL APPLY WHETHER OR NOT THE
CLAIM, LIABILITY, DAMAGE OR EXPENSE IN QUESTION (AND ALL COSTS ASSOCIATED THEREWITH) IS (A) PREDICATED ON
SOLE, JOINT OR CONCURRENT FAULT, NEGLIGENCE (WHETHER ACTIVE OR PASSIVE), STRICT LIABILITY, STATUTORY DUTY,
CONTRACTUAL INDEMNITY OR OTHERWISE AT LAW, OR (B) SOUGHT DIRECTLY OR INDIRECTLY BY WAY OF RECOVERY,
INDEMNIFICATION, OR CONTRIBUTION BY ANY PERSON OR ENTITY AGAINST CLIENT GROUP OR EXCELLENCE LOGGING
GROUP AS THE CASE MAY BE.
11.1 Liabilities between the Parties.
11.1.1 Subject to Article 11.5, Excellence Logging shall be responsible for, and shall save, defend, indemnify
and hold harmless Client Group from and against, any and all Claims in respect of: (i) illness, personal
injury or death of any member of Excellence Logging Group; (ii) loss of, damage to or destruction of
materials, equipment or other property (including Excellence Logging Equipment) while in the care,
custody or control of any member of Excellence Logging Group; in each case arising from, relating to
or in connection with the performance or non-performance of the Agreement, irrespective of cause
and notwithstanding the negligence, breach of duty (whether statutory or otherwise), gross
negligence, violation of Applicable Laws or any other fault of Client Group.
11.1.2 Notwithstanding any contrary provision elsewhere in the Agreement, Client shall be responsible for,
and shall save, defend, indemnify and hold harmless Excellence Logging Group from and against, any
and all Claims in respect of: (i) illness, personal injury or death of any member of Client Group; (ii)
loss of, damage to or destruction of materials, equipment or other property while in the care, custody
or control of any member of Excellence Logging Group; in each case arising from, relating to or in
connection with the performance or non-performance of the Agreement, irrespective of cause and
notwithstanding the negligence, breach of duty (whether statutory or otherwise), gross negligence,
violation of Applicable Laws or any other fault of Excellence Logging Group.
11.2 Liabilities towards third parties
Subject to Articles 11.3 and 11.4, each Party shall be responsible for, and shall save, defend,
indemnify and hold harmless the other Party, from and against any and all Claims arising from the
illness, personal injury or death of any Third Party or the loss of, damage to or destruction of the
property of any Third Party, whether rented or owned, to the extent that such illness, personal injury,
death, loss, damage or destruction is caused by the negligence, breach of duty (whether statutory or
otherwise), gross negligence, willful misconduct, violation of Applicable Laws or any other fault of
the indemnifying Party. For the purpose of this Article, “Third Party” means any party that is not a
member of Client Group or Excellence Logging Group.
11.3 Pollution & Contamination
11.3.1 Notwithstanding the provisions of Article 11.2 and except as provided by Article 11.3.2 below, Client
shall be responsible for and shall release, defend, indemnify and hold harmless Excellence Logging
Group from and against all losses, including those of Third Parties, arising from or relating to the
performance of the Agreement in respect of any pollution and/or contamination (including without
limitation the cost of control and clean-up, as well as penalties) of any kind (i) originating below the
rotary table, (ii) emanating from the well and /or reservoir or from any property or equipment of
Client Group, (iii) arising out of blow out, seepage or uncontrolled well or pipeline flow and (iv)
resulting from pipeline related services, irrespective of cause and notwithstanding the negligence,
breach of duty (whether statutory or otherwise), gross negligence, violation of Applicable Laws or
any other fault of Excellence Logging Group.
11.3.2 Notwithstanding the provisions of Article 11.2, Excellence Logging shall indemnify Client Group from
and against all liability of whatsoever nature arising from pollution and/or contamination originating
above the surface of the rotary table which originates from the spills of fuels, lubricants, motor oils,
pipe dope, paint, solvents, ballast, bilge and garbage, debris or any other substances in Excellence
Logging Group’s possession or control or originating from any property of Excellence Logging Group,
irrespective of cause and notwithstanding the negligence, breach of duty (whether statutory or
otherwise), gross negligence, violation of Applicable Laws or any other fault of Client Group.
11.4 Catastrophic Losses
Notwithstanding Article 11.2, Client shall be responsible for and shall release, defend, indemnify and
hold harmless Excellence Logging Group from and against all losses, including those of Third Parties,
arising from or relating to the performance of the Agreement in respect of: (i) Any loss or damage to
any property and/or injury to or death of any person arising out of blowout, fire, explosion, cratering,
seepage or uncontrolled well or pipeline flow of oil, gas or other substance underground or above
the surface of earth or water; (ii) Loss or damage to any well or hole, drilling rig, vessel, pipeline or a
section of pipeline, platform or storage facility, production facility or facilities owned, controlled or
operated by Client Group, including but not limited to escape of any substance therefrom; (iii) The
cost of killing or control of a wild well or pipeline, underground or above the surface of earth or
water, including the clean-up of debris therefrom or from an ensuing fire and cost of re-drill; (iv) Any
damage or destruction of or loss or impairment of any property right in or to oil, gas or other mineral
substance or water whilst still in the reservoir, for any loss or damage to any geological formation or
reservoir damage or destruction of or loss of hydrocarbons when extracted or the well bore itself; (v)
The use of radioactive sources or any contamination resulting therefrom (including retrieval and/or
containment, clean up and/or containment of contamination from naturally occurring radioactive
materials; irrespective of cause and notwithstanding the negligence, breach of duty (whether
statutory or otherwise), gross negligence, violation of Applicable Laws or any other fault of Excellence
Logging Group.
11.5 Lost in Hole
Notwithstanding Article 11.1.1, Client shall be responsible for, and shall save, defend, indemnify and
hold harmless Excellence Logging Group from and against loss of, damage to or destruction of
Excellence Logging Group’s equipment, irrespective of cause, which occurs (i) whilst in-hole below
the rotary table/when in the well, other than normal wear and tear, or (ii) during transport by or on
behalf of Client or (iii) under Client’s control at the worksite. Client shall attempt to recover such
equipment at Client’s sole risk and expense. Client shall reimburse Excellence Logging, at Excellence
Logging discretion, the cost of repair of such equipment, or its replacement value.
11.6 Exclusion of liability for damages caused by error, inaccuracy and interpretation of results
Client acknowledges that any interpretation of logs (whether made directly from optical logs or by
data processing or otherwise), tests or other data, and any recommendation or reservoir description
based upon such interpretations, are opinions based upon inferences from measurements and
empirical relationships and assumptions. Excellence Logging does not warrant the accuracy,
correctness or completeness of any such interpretation, recommendation or reservoir description.
When interpretation is provided by Excellence Logging Group in the performance of the Services,
Client waives all rights of recourse against and shall indemnify, defend and hold harmless Excellence
Logging Group from and against any claim, including those of Third Parties, in respect of loss, damage,
personal injury, death or disease caused by the use by Client Group of interpretations provided by
Excellence Logging Group.
11.7 Consequential Damages
Notwithstanding any contrary provision elsewhere in the Agreement, neither Party shall be liable to
the other Party for any Consequential Damages which may be suffered or incurred in connection with
the Agreement. Client hereby releases and shall indemnify, defend, and hold harmless each member
of Excellence Logging Group from Client’s Group own Consequential Losses, and Excellence Logging
hereby releases and shall indemnify, defend, and hold harmless each member of Client Group from
Excellence Logging Group’s own Consequential Damages.
11.8 Overall cap of liability
Notwithstanding any other provision herein, the aggregate liability of Excellence Logging Group to
Client for any matter arising under or in connection with the Agreement, whether for breach of
Agreement, negligence, misrepresentation, shall not in any circumstances exceed fifty per cent (50%)
of purchase order price. Client will indemnify and hold Excellence Logging Group harmless against
any liabilities in excess of the above limit.
12 Confidentiality
12.1 All information obtained by Excellence Logging or Client during the Agreement shall be held
confidential and shall not be divulged by the party receiving such information, its personnel, its
servants, or agents to any third party. This obligation shall not apply to information, which is in the
public domain; or was received from third parties having to the best of the receiving party’s
knowledge the right to disclose such information; or is properly required to be disclosed by the
receiving party by law or legal process. These obligations of confidentiality shall continue for a period
of 2 years notwithstanding the completion or termination of the Services and/or the delivery of the
Goods.
12.2 Excellence Logging Group shall not be liable to the Client Group for any claim whether arising in
Agreement, tort (including, without limitation, negligence), breach of statutory duty,
misrepresentation or otherwise under or in connection with this Agreement, for or in relation to: (i)
any loss or corruption of data, and/or (ii) any failure to keep data confidential including, without
limitation, or any access or possibility of access to data by an unauthorised person, in each case
arising out of or occurring in connection with the use by Excellence Logging and/or by a person acting
on its behalf of satellite or other remote communications equipment for data transmittal during the
performance of the obligations.
13 Intellectual Property
13.1 Each Party shall at all times remain the owner of its Background Intellectual Property (“Background
IP”), Background IP meaning, without limitation, all IP owned by either Party before the start of its
relationship with the other Party under the Agreement or created outside the scope or independently
of that relationship. Neither Party shall have any rights in or any rights to use any Background IP of
the other Party, except such use is expressly authorised by the Party owning the Background IP. Any
and all new IP exclusively conceived, created or developed by Client or Excellence Logging pursuant
to the Agreement shall be owned exclusively by Client or Excellence Logging (or other members of
Client Group or Excellence Logging Group as the case may be). For any and all new IP jointly
conceived, created or developed by Client Group and Excellence Logging Group, Client and Excellence
Logging shall execute a separate joint development agreement detailing the rights and obligations of
the Parties.
13.2 Excellence Logging shall have no obligation or liability with respect to any claim for Intellectual
Property infringement that arises (i) out of a Client’s use of Goods or Services in combination with
goods and/or services not provided by Excellence Logging; (ii) where the Goods and/or Services have
been specifically modified, designed and/or manufactured to meet Client’s specifications; (iii) out of
unauthorised additions or modifications to the Goods and/or services; or (iv) where the Client’s use
of the Goods and/or Services does not correspond to Excellence Logging’s published standards or
specifications. Excellence Logging will only be liable for Intellectual Property infringement claims
arising out of Client’s normal use of the Goods and/or Services.
14 Force Majeure
Neither party shall be liable to the other for any delay or non-performance due to governmental
regulation, strikes, hostile action, pandemic, weather, acts of God, or any other cause beyond the
affected party’s reasonable control. If performance is so delayed or prevented for more than thirty
(30) days, either party may immediately terminate the Agreement by written notice to the other.
Force Majeure shall not, however, excuse payment for Delivered Goods and/or Services performed
or personnel and equipment charges, including those for such period of 30 days, accrued prior to
such termination. If, in case of civil disturbances (actual or threaten), civil war, rebellions, acts of
terrorism, sabotage or similar occurrences, Excellence Logging in its sole opinion, considers that
security of its personnel cannot be reasonably assured, notwithstanding anything to the contrary
herein, such condition shall be deemed Force Majeure under the provisions of this article and
Excellence Logging shall be authorized to withdraw from the Work Site until security has been reestablished.
15 Termination of the Agreement
The Agreement can be terminated: (i) by Client for convenience or (ii) by Excellence Logging, if the
Client breaches Article 9.
In both cases, Client shall compensate, within 30 days following the reception of the reimbursement
request from Excellence Logging, for all completed Goods and/or, Goods and/or Services in progress
at the date of termination, raw materials, items and services bought or ordered, and all costs,
expenses or damages incurred by Excellence Logging as a result of or in connection with the
termination of the Agreement, such as but not limited to all termination charges and administrative
costs, costs for demobilization of equipment and/or personnel.
16 General Legal Provisions
16.1 Entirety
These Conditions and all documents referred to therein as modified by any variation provided by
Client and accepted by Excellence Logging shall constitute the entire Agreement between the Parties
and shall supersede and exclude all prior agreements and understandings written or oral and shall in
any event supersede and exclude any terms and conditions that may be contained in Excellence
Logging delivery documentation.
16.2 Severability
The provisions of the Agreement are separable and severable. If any provision (or portion thereof)
of the Agreement is declared invalid or unlawful, the remaining provisions shall not be affected
thereby, and the Agreement shall be construed as if such invalid or unlawful provision (or portion
thereof) had never been contained therein.
17 Compliance with Law – Business ethics
17.1 Anti-Bribery and Corruption Compliance
The Parties acknowledge importance of fighting against fraud, corruption and tax evasion and
consider that any person or Client connected with them adheres to the same principles and
scrupulously respects the relating regulations in force. In this respect, the Parties represent, warrant
and undertake on a continuous basis that neither them, nor any of their subsidiaries or affiliates, nor
any director, officer, agent, employee or other person associated with or acting on behalf of the
Parties (i) will use any funds for any unlawful contribution, gift, entertainment or other unlawful
expense relating to political activity, (ii) will make any direct or indirect unlawful payment to any
foreign or domestic government official or employee, to any employee or agent of a private entity
with which the Parties do or seek to do business or to foreign or domestic political parties, (iii) will
violate or is in violation of any provision of any applicable law or regulation implementing the OECD
Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or
any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K
Bribery Act 2010, or any other similar law of any other jurisdiction in which the Parties operate their
business (iv) will take or is currently taking any action in furtherance of an offer, payment, gift or
anything else of value, directly or indirectly, to any person while knowing that all or some portion of
the money or value will be offered, given or promised to anyone to improperly influence official
action, to obtain or retain business or otherwise to secure any improper advantage or (v) will
otherwise make any bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful
payment.
The Parties and each of their respective subsidiaries represent and warrant that they shall comply
with all applicable anti-facilitation of tax evasion laws, rules and regulations of the United-States, the
European Union, the United-Kingdom and any other similar laws from other jurisdictions. These laws
include, without limitation, the currently effective or successor’s versions of the UK’s Criminal
Finances Act 2017.
The Parties also represent and warrant that (i) they have instituted, they maintain, and they will
continue to maintain, internal policies and procedures reasonably designed to promote and achieve
compliance with the laws referred to above and that (ii) they shall comply with all applicable anti
facilitation of tax evasion laws, rules and regulations of the United-States, the European Union, the
United-Kingdom and any other similar laws from other jurisdictions. These laws include, without
limitation, the currently effective or successor’s versions of the UK’s Criminal Finances Act 2017.
Any breach by a Party of the representations, warranties or undertakings made under this article
shall be considered a serious breach allowing the other Party to terminate its contractual and
commercial relationships with the defaulting Party, without notice or indemnity, but subject to all
damages to which it may be entitled by reason of such breach.
17.2 Export Controls
Neither Party shall be obliged to perform any obligation that would be in violation of, inconsistent
with, or expose such Party to punitive measures under any laws, rules and regulations applicable to
such Party, relating to trade sanctions, foreign trade controls, export controls, non-proliferation, antiterrorism,
embargoes or boycotts, and similar laws including but not limited to those of the United-
Kingdom, the European Union, the United-States or the United Nations.
Parties represent, warrant and undertake to each other on a continuous basis that they shall comply
with all such applicable laws, rules and regulations. Where performance of the Agreement by a Party
would be in violation of, inconsistent with, or expose such party, or its subsidiaries or affiliates, to
punitive measures under the laws, rules and regulations mentioned above, the affected Party will be
entitled to immediately suspend the affected obligation without any liability whatsoever.
Any breach by a Party of the representations, warranties or undertakings made under this article
shall be considered a serious breach allowing the other Party to terminate its contractual and
commercial relationships with the defaulting Party, without notice or indemnity, but subject to all
damages to which it may be entitled by reason of such breach.
18. GOVERNING LAW AND SETTLEMENT OF DISPUTES
The Agreement, and the rights and obligations of the Parties thereto, shall be construed to be
between merchants and governed by the laws of Texas (USA) if Excellence Logging is located in the
United States or England (UK) if Excellence Logging is located outside of the United States, excluding
any conflict of laws principle that would refer to the laws of another jurisdiction. The parties agree
that the application of the United Nations Convention on Contracts for the International Sale of
Goods is hereby specifically excluded and shall not apply to Agreement.
In the event of any dispute, or difference arising out of, or relating to the Agreement, or the breach
thereof, the parties shall use their best endeavors to settle such dispute, or difference by consulting
and negotiating with each other, in good faith, to reach an amicable settlement. In the event that an
amicable agreement cannot be reached, the dispute shall be settled by the state or federal court of
jurisdiction located in Harris County, Texas if Excellence Logging is located in the Unites States, or by
the Commercial Courts London is located outside the United States.