Wood Group Logging services
Client agreement
Terms and Conditions
Wood Group Logging Services Client Agreement
Terms and Conditions
- APPLICABILITY
In these Standard Terms and Conditions “Seller” shall mean Wood Group Logging Services, Inc. “Seller Group” shall mean Seller, its sub-sellers, its and their affiliates, its and their respective directors, officers and employees. “Buyer” shall mean the person, firm or company with whom the contract is made. “Buyer Group” shall mean the Buyer, its co-venturers, its and their respective affiliates and its and their respective directors, officers and employees. Each Buyer order or acceptance of Seller’s quotation for the performance of services will be deemed to be acceptance by the Buyer of these Standard Terms and Conditions. The contract is formed when the order is accepted by the Seller. These terms and conditions are subject to change without prior written notice at any time, in Seller's sole discretion.
- PRICES
All prices, whether herein named or heretofore quoted or proposed are subject to change without notice.
- TERMS OF PAYMENT
Unless Seller and Buyer otherwise agree in writing to payment terms other than those specified herein, payment shall be made in U.S. dollars in accordance with remittance instructions furnished by Seller.
All orders payment shall be made within thirty (30) days after date of Seller’s invoice.
Prices do not include applicable taxes. Buyer is solely responsible for paying all applicable taxes. Seller will add taxes to the sales price where required by applicable law, and Buyer will pay such taxes unless Buyer provides Seller with a duly executed sales tax exemption certificate.
- DELAYS
Seller shall not be liable for delays in delivery or failure to perform due to causes beyond its reasonable control, including but not limited to, acts of God, acts of the Buyer, acts of civil or military authority, fires, labor disputes, war, civil insurrections, acts of terrorism, delays in transportation, delays in manufacturing and inability of Seller to obtain products from usual sources, and any other commercial impracticality. In the event of any such delay, the date of delivery shall be deferred for a period equal to the time lost by reason of the delay.
- LIMITED WARRANTY
Seller warrants that its services shall be free from defects in workmanship. Seller’s obligation under this warranty shall be limited to reperforming the services within one year from the date of completion of the initial services, provided the Buyer gives Seller prompt notice of any defect and provides satisfactory proof thereof.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESSED OR IMPLIED OR STATUTORY AND SELLER MAKES NO WARRANTY OF FITNESS OR MERCHANTABILITY, SELLER’S WARRANTY OBLIGATIONS AND BUYERS REMEDIES THEREUNDER ARE SOLELY AND EXCLUSIVELY AS STATED HEREIN.
A NEW WARRANTY PERIOD SHALL NOT BE ESTABLISHED FOR REPERFORMANCE OF SERVICES. SUCH SERVICES SHALL REMAIN UNDER WARRANTY ONLY FOR THE REMAINDER OF THE WARRANTY PERIOD ON THE ORIGINAL SERVICE. SELLER’S SOLE LIABILITY SHALL BE AT ITS OPTION TO REPERFORM THE SERVICE, OR TO CREDIT BUYER'S ACCOUNT FOR SUCH SERVICES.
Seller does not warrant or guarantee the accuracy of log data, specifically including (but without limitation) the accuracy of log data transmitted by electronic process, and Seller shall not be responsible for accidental or intentional interception of such data by third parties.
In making any interpretation of logs, Seller will provide Buyer the benefit of its best judgment as to the correct interpretation. Since all interpretations are opinions based on inferences from electrical or other measurements, Seller does not guarantee the accuracy or correctness of any interpretation, and Buyer agrees that Seller shall not be liable for any loss, cost, damage or expense incurred by Buyer resulting from any interpretation made by Seller. Under no circumstances should any such interpretation be relied upon as the sole basis for any drilling, completion, well treatment or production decision or any procedure involving any risk to the safety of any drilling venture, drilling rig, or its crew or any other individual.
- LIMITATION OF LIABILITY
EACH PARTY AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD THE OTHER HARMLESS FROM AND AGAINST ANY AND ALL LOST PROFITS, COST OF CAPITAL, LOSS OF GOODWILL, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES INCURRED BY THE INDEMNIFYING PARTY AND ITS CO-VENTURERS, JOINT OWNERS, CUSTOMERS AND ITS AND THEIR OTHER CONTRACTORS OF EVERY TIER, REGARDLESS OF CAUSE, AND EVEN IF CAUSED BY THE SOLE, JOINT, COMPARATIVE, CONTRIBUTORY OR CONCURRENT NEGLIGENCE, FAULT, STRICT LIABILITY OR PRODUCT LIABILITY OF THE INDEMNIFYING PARTY, AND REGARDLESS OF THE FORM OF ACTION, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY, INDEMNITY, STATUTE, STRICT LIABILTY OR OTHERWISE.
THE TOTAL LIABILITY OF SELLER ON ANY CLAIM WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE WHETHER SOLE OR CONCURRENT) OR OTHERWISE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE FURNISHING OF ANY SERVICE SHALL NOT EXCEED THE PRICE ALLOCABLE TO THE SERVICE OR PART THEREOF WHICH GIVES RISE TO THE CLAIM.
- INDEMNITIES
ALL EXCLUSIONS AND INDEMNITIES GIVEN UNDER THIS CLAUSE 7 (SAVE FOR THOSE UNDER CLAUSES 7.1(C)), 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 IRRESPECTIVE OF ANY CLAIM IN TORT, UNDER CONTRACT OR OTHERWISE AT LAW. FOR THE PURPOSES OF CLAUSES 7.1(C)), “THIRD PARTY” SHALL MEAN ANY PARTY WHICH IS NOT A MEMBER OF THE BUYER GROUP NOR THE SELLER GROUP
7.1. EACH PARTY SHALL BE RESPONSIBLE FOR AND SHALL SAVE, INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTY FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, COSTS (INCLUDING LEGAL COSTS) EXPENSES AND LIABILITIES IN RESPECT OF:-
(a) LOSS OF OR DAMAGE TO PROPERTY OF THE INDEMNIFYING PARTY GROUP WHETHER OWNED, HIRED, LEASED OR OTHERWISE PROVIDED BY THE INDEMNIFYING PARTY GROUP ARISING FROM OR RELATING TO THE PERFORMANCE OF THE CONTRACT;
(b) PERSONAL INJURY INCLUDING DEATH OR DISEASE TO ANY PERSON EMPLOYED BY THE INDEMNIFYING PARTY GROUP ARISING FROM OR RELATING TO THE PERFORMANCE OF THE CONTRACT; AND
(c) PERSONAL INJURY INCLUDING DEATH OR DISEASE OR LOSS OF OR DAMAGE TO THE PROPERTY OF ANY THIRD PARTY TO THE EXTENT THAT ANY SUCH INJURY, LOSS OR DAMAGE IS CAUSED BY THE NEGLIGENCE OR BREACH OF DUTY (WHETHER STATUTORY OR OTHERWISE) OF THE INDEMNIFYING PARTY GROUP.
7.2 NOTWITHSTANDING CLAUSE 7.1, BUYER SHALL BE LIABLE FOR, AND SHALL DEFEND, INDEMNITY AND HOLD SELLER HARMLESS FROM AND AGAINST, ANY AND ALL CLAIMS WHICH ARISE OUT OF THE SUPPLY OF OR IN CONNECTION WITH THESE STANDARD TERMS AND CONDITIONS IN RELATION TO THE FOLLOWING, AND WHETHER OR NOT RESULTING FROM, OR CONTRIBUTED TO, BY THE NEGLIGENCE OF SELLER; (I) LOSS OF OR DAMAGE TO ANY WELL OR HOLE; (II) FIRE, EXPLOSION, BLOWOUT OF ANY WELL OR RESERVOIR; (III) RESERVOIR SEEPAGE OR POLLUTION ORIGINATING UNDERGROUND OR FROM THE PROPERTY OF THE BUYER HOWSOEVER ARISING; (IV) BLOW-OUT, FIRE, EXPLOSION, CRATERING OR ANY OTHER UNCONTROLLED WELL CONDITION (INCLUDING THE COSTS TO CONTROL A WILD WELL AND THE REMOVAL OF DEBRIS); (V) DAMAGE TO OR ESCAPE OF PRODUCT FROM ANY FACILITY INCLUDING ANY PIPELINE OR OTHER SUBSURFACE FACILITY.
7.3 IN THE EVENT THAT AN OTHERWISE INDEMNIFIABLE CLAIM UNDER THESE TERMS AND CONDITIONS IS SUBJECT TO THE INDEMNITY LIMITATIONS IN LA. REV. STAT. ANN, SECTION 9:2780(G), AS AMENDED, AND FOR SO LONG AS THAT ACT IS IN FORCE, THEN IT IS AGREED THAT THE ABOVE OBLIGATIONS TO INDEMNIFY APPLICABLE TO SUCH INDEMNIFIABLE CLAIM ARE LIMITED TO THE EXTENT OF INDEMNITOR’S COMPARATIVE NEGLIGENCE OR STRICT LIABILITY. IN THE EVENT THAT AN OTHERWISE INDEMNIFIABLE CLAIM UNDER THESE TERMS AND CONDITIONS IS SUBJECT TO THE INDEMNITY LIMITATIONS IN CHAPTER 127 OF THE TEXAS CIVIL PRACTICES AND REMEDIES CODE, AND SO LONG AS SUCH LIMITATIONS ARE IN FORCE, THEN TO THE EXTENT IN EACH CASE NECESSARY TO MAKE THE RECIPROCAL INDEMNITY OBLIGATIONS ENFORCEABLE IT IS AGREED THAT (1) SUCH INDEMNITY OBLIGATIONS SHALL INCLUDE AS INDEMNITEES THE RESPECTIVE CONTRACTORS OF THE INDEMNIFIED PARTIES AND (2) SELLER AND BUYER AGREE TO SUPPORT THEIR RESPECTIVE INDEMNITY OBLIGATIONS BY LIABILITY INSURANCE COVERAGE AND AGREE THAT THEY SHALL CARRY THE SAME TYPES OF COVERAGE AND WITH EQUAL LIMITS.
- MALFUNCTION OF EQUIPMENT AND TOOLS
Buyer agrees that Seller is not responsible for the performance or the construction of equipment and tools other than the equipment and tools manufactured by Seller and any adjustment for malfunction of such equipment and tools must be made by the supplier.
- DAMAGED EQUIPMENT
Seller’s cables, bridles and downhole instruments are designed to operate under conditions normally encountered in the well bore. Under extreme conditions, this equipment may be seriously damaged by gas-cutting drilling mud, corrosive gases, chemicals, fluids, deviated hole and other hazardous conditions and substances in the well bore. Buyer shall pay for all repairs to damaged equipment; however, if equipment is beyond repair, Buyer shall pay the replacement cost.
- TOOLS LOST DOWNHOLE
In the event any of Seller’s instruments or equipment is lost in the well, Buyer shall either recover the same without any cost to Seller, or pay for such instruments or equipment. In case it is necessary for Buyer to fish for any of Seller’s instruments or equipment, Buyer shall assume the entire responsibility for such operations, but Seller will, without any responsibility or liability on its part, render assistance in an advisory capacity for the recovery of such instruments or equipment.
- ARBITRATION
The parties agree that any and all disputes or controversies that may arise between the parties arising out of or related to these Terms and Conditions shall be determined by binding arbitration. Any such arbitration shall be determined before the American Arbitration Association (“AAA”) in accordance with AAA rules then in effect with each party nominating one arbiter and the two arbiters nominating a third, and that any arbitration proceedings shall be held in Houston, Texas. Judgment upon arbitration awards may be entered into any court, state or federal, having jurisdiction.
- WAIVER
Any waiver by Seller of any breach or default by Buyer of any of the Buyer’s obligations thereunder, or any failure by Seller to enforce any rights arising hereunder shall not be construed as a waiver of any other or subsequent breach or default by Buyer or of Seller’s right to enforce its rights arising hereunder in any circumstances. In the event of any default by Buyer, Seller may decline to perform further service. If Seller elects to continue to perform further service, Seller's action shall not constitute a waiver of any such default or affect Seller's legal remedies for any such default.
- ENTIRE AGREEMENT
These Standard Terms and Conditions constitute the entire agreement between the parties relating to the performance of services and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof. No prior representations or statements relating to the performance of services made by any Seller representative, which are not stated herein, shall be binding on Seller.
- GOVERNING LAW
These Standard Terms and Conditions shall in all respects be construed under and be given legal effect in conformity with the laws of the State of Texas, without reference to conflict-of-laws principles.
- MISCELLANEOUS
All quotations of Seller are subject to change at any time prior to acceptance of an order and automatically expire thirty (30) days from the date thereof.