The Attention of the Customer is drawn to the following terms and conditions of trading which exclude or limit the Company’s liability and those which require the Customer to indemnify the Company in certain circumstances.
1. APPLICATION AND DEFINITIONS
(i) Application
PB Group Limited (PB) Standard Product and Services Terms and Conditions (the “Terms”) are applicable to any purchase order, service order, contract, agreement or equivalent legal document, whereby a PB Group entity is selling Products or Products and Services, as defined below (the “Order”). These Terms apply specifically to the following PB Group entities: PBSERV Limited, PB Process Solutions Limited, JPS North Africa Limited, BIAS Scientific Limited. The PB entity shall be referred to as “Seller” throughout these Terms, while the party purchasing the Products and/or Services shall be referred to as the “Buyer”. The Terms shall constitute an integral part of the Order and shall be the only terms and conditions applicable thereto. Seller hereby rejects any terms and conditions submitted by Buyer in any manner whatsoever different to the Terms. No modification of the Terms shall be binding on the Seller unless agreed to in writing by Seller and specifically labelled as a modification.“Product” or “Products” means products of Seller’s manufacture or that seller represents. “Service” or “Services” means service incidental to the installation of the Products and/or technical assistance related to those Products, on an as needed basis. “Services” does not mean service on a routine, scheduled or ongoing basis. Any service arrangement for service on a routine, scheduled or ongoing basis shall be covered by a separate agreement.
1. Currency of Payment
Unless indicated, all prices are quoted in Euros. Payment will not be accepted in any other currency unless previously agreed in writing by an authorized representative of the Seller.2. Validity
Unless otherwise indicated, prices quoted are fixed and valid for 30 days from the date of issue of this quotation. All prices are offered exclusively for the specified project or contract in the context of this quotation and are subject to change and escalation for the supply of these items in any other context such as future projects, quotations, or change orders to this or other existing projects. This quotation is based upon the quantities and descriptions quoted (part numbers quoted are for reference only). Any change in quantity or description, or any additional customer or quality requirements may affect the price and / or delivery. Change request feasibility will be evaluated with attention given to technical, commercial, schedule, quality, and deliverability issues. Each change request will be agreed on a case‐by‐case basis to determine cost and schedule impacts for the order, as well as the deliverables specified in the change request. Engineering time, if any, necessary to evaluate the request will be charged to the Buyer. No change request is accepted by or is binding on the Seller unless the change request is submitted in writing and signed by a duly authorized representative of the Seller.3. Delivery and Transfer of Risk and Loss
- 3.1 Deliveries are scheduled after Order receipt and clarification of required technical information, including Buyer approval of drawings where required. Delivery to a carrier shall constitute delivery to Buyer. Buyer must immediately inspect or provide for immediate inspections upon delivery, and in any event within fifteen (15) days after receipt of the Products. Buyer shall be deemed to have accepted the Products, free of defects, unless Seller is notified of a defect claim within such period of time. Seller shall be released from any delivery time obligations if: (a) information, including but not limited to, data, drawings, schemes, or diagrams, necessary for Products and/or Services design, manufacture, supply or delivery is not timely received from Buyer, or is incomplete or contains inaccuracies which prevent on-time delivery; and/or (b) Buyer fails to perform any of its obligations under the Order, including the obligation to perform any payments; and/or (c) unanticipated or unforeseen product tests, controls or inspections must be conducted, and/or (d) Buyer requests variations; and/or (e) circumstances outside of Seller’s control prevent on-time delivery.
- 3.2 If the Buyer specifies delivery at a Seller facility, the following terms shall apply:
- (1) title to the Products sold hereunder and delivered to a Seller facility (“Buyer-Owned Goods”) shall pass to Buyer on delivery of the Buyer-owned Goods to the Seller facility, unless otherwise stated in the delivery terms;
- (2) the risk of loss of or damage to Buyer-Owned Goods shall pass to Buyer on the delivery of the Buyer-Owned Goods to the Seller facility, unless otherwise stated in the delivery terms;
- (3) Buyer-Owned Goods may not be returned without Seller’s express written consent;
- (4) Seller shall take reasonable measures to identify and segregate such Buyer-Owned Goods from Seller’s inventory, and shall not use such Buyer-Owned Goods for its own account;
- (5) Seller has no obligation to insure Buyer-Owned Goods;
- (6) payment for Buyer-Owned Goods shall be per the payment terms hereof, and shall not be contingent upon future services to be provided by Seller, if any; and
- (7) the Buyer has full ownership of such Buyer-Owned Goods, and may remove such Products from Seller’s facility upon reasonable notice in writing to Seller.
- 3.3 In the event that the equipment is not collected within 14 days of notification of Ex‐Works delivery, the equipment will be placed in outdoor storage, and the Buyer may be invoiced a storage fee rate of 5% of the Order value per month, compounded monthly until the equipment has been collected. Equipment placed in storage will be considered to be delivered in accordance with the Ex‐Works Incoterms 2010, or otherwise specified in Seller’s offer, and risk of loss shall pass to the Buyer accordingly. Invoices for storage will be issued at the end of each calendar month and should be paid within 30 days. The Seller shall not be responsible for any maintenance which may be required to such equipment and the equipment shall be stored at the Buyer’s risk. Nor does the Seller accept any responsibility whatsoever for damage or risk of loss and for any delay due to any circumstances involving transportation. If the equipment remains in possession of the Seller for a period of time that results in VAT being assessed or required by the manufacturing country authorities, the Buyer will be responsible for the cost of any such VAT.
- 3.4 Title to the Products and/or Services supplied hereunder, and to any additions, replacements, substitutions and accessories thereto, will transfer from the Seller to Buyer when the Buyer pays the full Order price, plus accrued interest, if any, or on delivery of the Products, whichever occurs first. The risk of loss of or damage to the Products shall pass from Seller to Buyer in accordance with the agreed delivery term (latest INCOTERMS). It is agreed by the parties that the risk of loss or destruction of, or damages to any equipment rented or leased to Buyer, will be transferred to Buyer on Buyer receipt of such equipment. At all times, the title of such rental/leased equipment remains with the Seller.
4. Warranties
- 4.1 Seller warrants the Product against defects in materials or workmanship, which could be discovered and remedied having regard to sound and generally accepted engineering and construction practices as at the time of the Order for the period expiring either twelve (12) months from the date of installation of the Product into service or eighteen (18) months from the delivery to Buyer, whichever occurs sooner, provided that: (a) the defect is reported in writing by Buyer to Seller within the warranty period and no later than fifteen (15) days from its discovery; (b) the defect prevents the Product from being used as per the Product specifications of design and manufacture; (c) the Product is handled, transported from the point of delivery to its ultimate destination, stored and maintained in accordance with Seller's recommendations; (d) the Product is used within the service conditions, environment and pressure range for which the Product was designed and manufactured; (e) the Products are not subject to misuse, neglect or accident; and (f) the defects do not arise out of mistakes in Buyer’s drawings, specifications or instructions.
- 4.2 The warranty hereby provided by Seller may be extended to the repair or replacement, at Seller’s professional discretion, of the defective Products.
- 4.3 No warranty shall be provided on the performance of Services by Seller. In connection with the installation, fitting or maintenance of the Product, Seller shall not incur any warranty, guarantee or liability for the performance of such service
- 4.4 Any part of any Product replaced or repaired by Seller is warranted for twelve (12) months from the completion of the repair or the date of the replacement, the said warranty applying only to the part of the Product repaired or replaced. However, in no event shall the total warranty period, exceed thirty-six (36) months from the original date of delivery to Buyer of such Product.
- 4.5 Seller’s warranty shall not include the removal of the defective Products, and Buyer shall, at its own costs and risk, remove and deliver the defective Product to Seller’s designated premises. In the same manner, Buyer shall be responsible for the costs of transportation of the repaired or new Products to Buyer’s facility or destination.
- 4.6 The warranty hereby provided is intended exclusively for the benefit of Buyer. Seller shall not be liable for the use of the Product by a third party of Buyer’s choice or third party in general, and Buyer agrees to indemnify, defend and hold harmless Seller Group (as defined in Article 9.4 below) from and against all claims, losses, expenses (including without limitation all costs, demands, damages, suits, judgments, fines, penalties, liabilities and attorneys’ fees) arising out of warranty defects in Product used by a Buyer- appointed third party, or any third party in general.
- 4.7 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. Seller’s sole liability and Buyer’s sole remedy in respect of defective Products shall be those stated in this Article.
5. Variation Orders
- 5.1 No modification, alteration, suspension or variation to the Order and the Terms may be made unless agreed in writing by Seller and Buyer.
- 5.2 Seller shall have the right to a variation for an extension of time and cost if not granted free and unrestricted access to all sites where any work necessary in connection with the Products and/or Services is to be performed, in accordance with the agreed schedule/execution plan.
- 5.3 Seller reserves the right to discontinue the manufacture of or change or modify any Product design or construction. Seller’s Product, designs, dimensions and weights as shown in Seller’s catalogues are subject to variation.
- 5.4 If after the date of the Order, any laws, statutory instruments, bylaws, codes or other such regulations enter into force and cause additional costs to Seller in carrying out the Order, such additional costs shall be incurred by Buyer and the price payable to Seller by Buyer for the Products and/or Services shall be adjusted accordingly. This shall also be applicable to unexpected increases in the commodity market, which result in an increase of the costs.
6. Packing
Disposal of packing material and/or equipment will be carried out by the Buyer at his own expense according to local and or international regulations.7. Payment
- 7.1 Payment is to be made within thirty (30) days from the date of Seller’s invoice, in accordance with the milestone payments of the Order unless indicated otherwise.
- 7.2 In the event Buyer fails to pay any of Seller’s invoices, Seller reserves the right to suspend the performance of its obligations under the Order after fifteen (15) calendar days from the due date of payment. Buyer shall compensate Seller for all documented expenses incurred in relation to such suspension. In addition, late payment interest shall accrue at a rate of one-point five percent (1.5%) per month compounded monthly until full payment is done. In the event the Buyer fails to pay any of the Seller’s invoices in accordance with the payment terms hereof and has not disputed same in good faith, then in such an event, the Seller may suspend its continuing performance under any applicable contract / order until such time as the Buyer makes payment in full for any such invoices. In the event the Seller suspends its performance hereunder due to non‐payment of its invoices by the Buyer, all of the Seller’s delivery schedules hereunder shall be extended on a day‐to‐day basis until such time as the Buyer makes payment for said invoices.
- 7.3 Should the invoice continue to remain unpaid for a period exceeding ninety (90) calendar days from the due date of payment, Seller shall be entitled to terminate the Order, and Buyer shall compensate Seller for all its expenses incurred in relation to such termination, including all amounts due for the work done by Seller and its subcontractors in connection with the Order.
- 7.4 Seller shall invoice Buyer the full Order price and for any additional expenses incurred by Seller when delivery is suspended pursuant to Buyer's actions, omissions or written instructions.
- 7.5 Disputed Invoices If the Buyer disputes any item on the Seller invoice, the Buyer shall notify the Seller of the disputed item within ten (10) business days of receipt of invoice. The undisputed portion of the invoice, however, shall be paid within the stated payment period. The Buyer and the Seller will make every reasonable effort to resolve the dispute in a timely manner.
- 7.6 Milestone Payments Milestones listed under this quotation may not be delayed for any reason except when attributable the Seller. Invoices for milestone payments will be sent to the Buyer upon completion of the milestone in accordance with the milestone payment schedule.
8. Taxes
- 8.1 Buyer shall pay or reimburse Seller, or provide a valid Tax Exemption Certificate for all relevant federal, state, county or municipality, compensating intangible, gross income or other taxes applicable to the Order, now or hereafter in effect, except for taxes imposed directly and measured upon Seller’s net income and on its employees.
- 8.2 Seller’s price is exclusive of all applicable, sales tax, use tax, excise duty, value added tax (VAT), goods and services tax (GST) and/or similar end user transaction and consumption taxes. Any of the foregoing such taxes shall be separately stated and invoiced in addition to the quoted price.
- 8.3 Buyer shall be responsible for and shall pay all import/export taxes, duties, fees, stamp duties and associated costs incurred in respect of this Order.
9. Liabilities and Indemnities
- 9.1 Seller agrees to indemnify, defend and hold harmless Buyer Group (as defined in Article 9.4 below) from and against any and all claims, losses, expenses (including without limitation all costs, demands, damages, suits, judgments, fines, penalties, liabilities and attorneys’ fees) and causes of action on account of loss or damage to any Seller Group property, whether owned hired or leased, and any disease or injury (including death) occurring to any Seller Group personnel, arising out of the performance of the Order and whether or not occasioned by the sole, concurrent or partial negligence, fault, contractual undertakings or strict liability of Buyer Group. Notwithstanding the indemnity provisions above, Buyer shall be liable for and indemnify Seller from and against all loss or damage to Seller's rental equipment whilst in Buyer’s care and custody, as well as any loss or damage caused by Seller’s rental equipment to any of the parties’ and its respective Groups property or personnel while in Buyer’s care and custody. Seller shall, however, be liable for fair wear and tear and any damage to rental equipment caused by Seller.
- 9.2 Buyer agrees to indemnify, defend and hold harmless Seller Group from and against any and all claims, losses, expenses (including without limitation all costs, demands, damages, suits, judgments, fines, penalties, liabilities and attorneys’ fees) and causes of action on account of loss or damage to any Buyer Group property, whether owned hired or leased, and including any loss or damage to the wellbore, reservoir or productive formation, and any disease or injury (including death) occurring to any Buyer Group personnel arising out of the performance of the Order and whether occasioned by the sole, concurrent or partial negligence, fault, contractual undertakings or strict liability of Seller Group.
- 9.3 Subject to pollution liability, the exclusion of consequential damages, and each limitation of liability regulated in these Terms, each party agrees to indemnify, defend and hold harmless the other party from and against all claims, losses, expenses (including without limitation all costs, demands, damages, suits, judgments, fines, penalties, liabilities and attorneys’ fees) and causes of action on account of disease or injury (including death) to third parties, and for loss or destruction of property of third parties arising out of the performance of the Order, but only to the extent that any such injury or loss was caused by the indemnifying party. Notwithstanding the foregoing, Buyer agrees to indemnify, defend and hold harmless Seller Group for liability arising from damage to third party’s property and injury to third party’s personnel in case of exposure to third parties on work site, as well as liability resulting from wild well, blow out, cratering, fire, reservoir seepage or reservoir damage, regardless of cause. In addition, Buyer shall indemnify, defend and hold harmless Seller Group for any loss or damage caused by Seller’s rental equipment to third parties’ property or personnel while in Buyer’s care and custody.
- 9.4 Seller Group means Seller, its affiliated companies participating in the work under the Order, subcontractors and their contractors and subcontractors, participating companies in an enterprise established for the performance of the work, and the employees of the aforementioned corporate entities. Buyer Group means the Buyer and each of the participants in the license group, their affiliated companies, Buyer's contractors and their contractors and subcontractors, to the extent they are involved in the project which the Order is part of, as well as any end user of the Products and/or Services, and the employees of the aforementioned corporate entities and others whose services are used by Buyer. For the purpose of this Article 9, a third party or third parties is neither a party within Seller Group, nor Buyer Group.
- 9.5 If any indemnity provisions in these Terms are contrary to the law governing the Order, then the indemnity obligations applicable hereunder shall be construed to apply to the fullest extent allowed by such law.
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10. Consequential Damages
Notwithstanding any provisions to the contrary elsewhere in the Order and the Terms, and except to the extent of any cancellation fees agreed, neither Buyer nor Seller shall be liable to the other (or to their respective Groups) in contract, or in tort, under strict liability or in equity, or otherwise, either directly or under an indemnity, for any indirect, special, incidental or consequential loss or damage arising out of or related to the Order, or for any financial loss or damage including but not limited to, loss of production, loss of product, loss of reservoir or hole, loss of reputation, loss of use, loss of opportunities, loss of financing, increased costs of operation or maintenance, loss of business and business interruption and loss of revenue, facilities down-time, profit or anticipated profit whether direct or indirect. The foregoing applies: (a) irrespective of possible recovery from insurance or from third parties; (b) whether or not such losses were foreseeable at the time of entering into the Order; and (c) whether or not the indirect, special, incidental or consequential loss or damage results in physical damage.11. Limitation of Liability
Notwithstanding any other provision contained to the contrary in the Order or these Terms, Seller’s total cumulative liability arising out of or related to the performance or non- performance of the Order, whether under contract or at law, under strict liability or negligence in any form, whether the relationship between the parties is terminated or not, shall be limited to the total Order value or Euro 50,000 (EUR 50,000) whichever is the lesser, and Buyer shall indemnify Seller from all amounts and liability in excess of the stated limitation.12. Intellectual Property
- 12.1 Seller shall retain ownership to Intellectual Property (as defined below): (i) developed prior to and/or outside the Order; (ii) arising out of or related to improvement or enhancement of its Intellectual Property; (iii) developed based on information of Seller and/or related to Products and/or Services supplied by Seller to Buyer under the Order.
- 12.2 Seller hereby grants to Buyer, to the extent necessary for the execution of its rights under the Order, an irrevocable, worldwide, non-exclusive license to use any Intellectual Property Rights (as defined below) owned by Seller solely for the purpose of the operation and maintenance, but not the right to remanufacture the Product and/or Services provided to Buyer by Seller under the Order.
- 12.3 Buyer shall retain ownership to Intellectual Property: (i) developed prior to and/or outside the Order; (ii) arising out of or related to improvement or enhancement of its Intellectual Property; (iii) developed based on information of Buyer. Buyer shall acquire ownership to the Products and/or Services to be delivered by Seller under the Order, in accordance with the provisions of these Terms.
- 12.4 Buyer shall neither have any title or ownership to Intellectual Property Rights in any software and computer programs made available to it by Seller, nor to the know-how and improvement to the know-how used by the Seller to create the Products and/or the provision of Services for the Buyer.
- 12.5 For the purpose of this Article, “Intellectual Property” means inventions and discoveries, patents, trade secrets, trademarks, service marks, trade or business names, copyrights and other rights in works of authorship (including rights in computer software, whether foreign or domestic), moral and artists’ rights, design rights, domain names, know-how, methodologies, processes, technologies, algorithms, development tools, database rights and semi-conductor topography rights of that party and whether any of the foregoing are registered or unregistered and all rights or forms of protection of a similar nature in any country. “Intellectual Property Rights” means any and all rights of a party to that party’s Intellectual Property.
- 13. Infringement of Intellectual Property Rights Buyer shall defend, indemnify and hold harmless Seller Group against any claims arising out of any actual or alleged infringement of any Intellectual Property Rights by the Buyer or any litigation arising therefrom, as a result of: i. the Buyer’s non-compliance with the specifications or other written instructions provided to it by the Seller, ii. the Buyer’s modification of the Products and/or Services provided to it by the Seller, or iii. Buyer’s use of the Products with other software or equipment not supplied by Buyer.
14. Confidentiality
Each party shall keep and maintain confidential all Confidential Information of the other party (defined as all business and technical information made available, directly or indirectly, to the other party). The disclosure of this Confidential Information will be on a need-to-know basis in executing the Order. The parties agree to defend, indemnify and hold each other harmless from all claims arising from a breach of this confidentiality obligation, which shall survive five (5) years after the termination of the Order. For the purposes of these Terms, "Confidential Information" shall mean all information, notes, documents, memoranda, correspondence, digitally stored data, or other materials that may from time to time be disclosed by one party to the other, whether orally or in writing, and in any format whatsoever and whether marked or declared to be confidential or not, including but not limited to information relating to products and processes, data and results, know-how, technical information, drawings, maps, information in respect of any Intellectual Property Rights whatsoever, all proprietary software (including but not limited to programs, techniques, technical information and any related materials) and all information relating to the business or contractual relationships, permits, licences and other rights or financial affairs of or to be obtained by any of the parties, including any business plans or projections.15. Cancellation for Convenience and Termination for Cause
15.1 Either party may cancel the Order for convenience with a thirty (30) day advance
notice to the other party in writing. In case of cancellation by Seller, Seller’s sole
liability to Buyer shall be the reimbursement of the amounts paid by Buyer for
work not delivered in accordance with the Order. If Buyer cancels the Order in
whole or in part, Buyer shall compensate Seller for all work done until the receipt
of the notice of cancellation, including work in progress; this shall include,
without limitation, compensation for raw materials, items and services bought or
ordered, costs for demobilization of equipment and/or personnel, as well as all
other costs, expenses, administration fees and termination charges incurred in
connection with the cancellation of the Order. In addition, Buyer shall pay to
Seller a cancellation fee in line with the cancellation fees listed in Article 21.
- 15.2 Either party may terminate the Order for cause, without prejudice to any right or
remedy under these Terms, by giving written notice to the other party, if:
(a) the other party materially breached the Order and such breach is not
corrected within reasonable time after such notice, or
(b) the maximum amount of liquidated damages has been reached, or
(c) the other party is adjudged as bankrupt or becomes insolvent or if a receiver
of the business or any part of the property of such party shall be appointed on
account of such party's insolvency.
In the event that Buyer terminates the Order for cause, Seller shall discontinue any further work hereunder and shall be entitled to receive full payments under the Order for all work performed in accordance with the Order until the date of notice of termination. Seller shall reimburse Buyer for all the Buyer’s reasonable and necessary direct documented expenses incurred in connection with the completion of the unfinished work, provided however, Seller’s maximum liability to Buyer under this Article shall not exceed fifteen percent (15%) of the amount Seller would have incurred in completing the Products and/or Services. Remedies for termination for default shall be limited to those expressly set out and defined in this Article. - 17.1 If Buyer transfers the Products (including hardware and/ or software and/ or technology as well as corresponding documentation, regardless of the mode of provision) or Services (including all kinds of Technical Assistance, as defined below) delivered by Seller to a third party or to a third country, Buyer shall comply with all applicable national and international (re-) export control regulations. In any event of such transfer or re-export of Products and/or Services, Buyer shall comply with the (re-) export control regulations of the European Union. “Technical Assistance” means any technical support related to repairs, development, manufacture, assembly, testing, maintenance, or any other technical service, and may take forms such as instruction, advice, training, transmission of working knowledge or skills or consulting services; including verbal forms of assistance. Prior to any transfer of Products and/or Services to a third party or third country, Buyer shall check and guarantee by appropriate measures that: (a) there will be no infringement of any applicable restrictive measures, sanctions or embargos, including but not limited to such measures imposed by the European Union, any European Union member state, the United Kingdom, Norway, the United States of America or the United Nations Security Council or any other relevant sanctions authority, by such transfer, brokering of contracts concerning those Products and/or Services or provision of other economic resources in connection with those Products and/or Services; (b) such Products and/or Services are not intended for use in connection with armaments, military application or end-use, nuclear technology or weapons, or other prohibited purpose (and if such use is subject to prohibition without prior authorization, the required authorization is obtained); and (c) Buyer shall not deal with any party with whom Seller or any of Seller’s affiliates is prohibited from dealing, including but not limited to any individual or entity that is, or is owned fifty percent (50%) or more in aggregate or otherwise controlled by, persons or entities that are listed in any sanctions-related list of designated persons or entities maintained by the European Union, any European Union member state, the United Nations Security Council, or any other relevant sanctions authority. Buyer shall indemnify and hold harmless Seller from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any noncompliance with any applicable export control or sanctions regulations by Buyer, and Buyer shall compensate Seller for all losses and expenses resulting thereof. Notwithstanding the termination or validity expiry of the Order, this Article shall survive such termination or expiration to the maximum extent allowed by applicable law.
- 17.2 DATA PROTECTION Each party shall comply with all applicable data protection laws and will not do or require anything that would cause the other party to be in violation of its respective data protection laws that are applicable to that party.
- 20.1 These Terms and the Order embody the entire agreement of the parties with respect to the subject matter, and prevail over any previous oral or written understandings, commitments or agreements pertaining to such subject matter.
- 20.2 The Seller reserves the right to update the Terms from time to time. Said updated versions shall only apply to orders placed once the same have been communicated to the Buyer.
- 20.3 If a court of the competent jurisdiction or other competent body decides that any provision of these Terms is void or otherwise ineffective but would be valid and effective if appropriately modified, then such provision will apply with the modification necessary to make it valid and effective. If such a provision cannot be so modified, the provision’s invalidity or ineffectiveness will not affect or impair the validity or legal effect of any other provision of these Terms. The parties shall promptly negotiate to restore the provisions hereof as near as possible to their original intent and economic effect.
- 20.4 The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Order. A person, company or other legal entity who is not a party to the Order shall have no right to enforce all or any part of the Order, unless specifically provided otherwise in writing in the Order and/or the Terms. Further, the parties hereto may always be able to rescind or vary the Order, whether in whole or in part, without the consent of any such third party.
- 20.5 If repair parts, substitutions or additional Products and/or Services are purchased by Buyer outside of the original scope of the Order, these Terms shall apply as if originally purchased hereunder.
- 20.6 Seller may assign and/or subcontract the Order to a subsidiary or affiliate.
- 20.7 If these Terms are translated, the original English version shall prevail.
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21. Cancellation
In case of cancellation of the contract/order by the Buyer, the following cancellation fees shall apply:- •From 0 to 14 days after contract / order receipt: 25% of total amount
- •From 14 days to 30 days after contract / order receipt: 50% of total amount
- •After 30 days: 100% of total amount
For any specific item / equipment ordered or designed by the Seller for a contract / order that is not standard equipment, a cancellation fee of 100% of the total contract / order amount shall apply.22. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the Republic of Malta. The prevailing party will be entitled to recover reasonable attorney fees and costs. In the event of any dispute or difference arising out of, or relating to the Order, or the breach thereof, the parties shall use their best endeavours 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 finally settled under the Rules of Arbitration of Malta under Maltese Law.
Updated as at 4th April 2024