STANDARD TERMS, CONDITIONS AND WARRANTY POLICY
1. BINDING AGREEMENT: When signed by an authorized officer of Automated Rig Technologies Ltd. (“ART Ltd.”) and acknowledged and agreed to by the Purchaser (as defined on the face of this document), the face and back of this document together shall constitute a binding agreement (the "Agreement") between ART Ltd. and the Purchaser for the manufacture, sale and purchase of the Equipment (as defined on the face of this document). ART Ltd. and the Purchaser are hereinafter collectively referred to as the "Parties".
2. REQUEST FOR MANUFACTURE AND SHIPPING: Alternatively, if the Purchaser or its agent, requests in writing that ART Ltd. manufacture and ship the Equipment (as set out in such a written request) these Standard Terms and Conditions shall govern the purchase and sale of such Equipment including any amendments or additions thereto and the Purchaser, by requesting such manufacturing and delivery, shall be deemed to have agreed to and accepted these Standard Terms and Conditions.
3. CONSIDERATION: In consideration of payment of the Purchase Price (as defined on the face hereof) by the Purchaser, ART Ltd. agrees to manufacture, sell, and ship and the Purchaser agrees to purchase the Equipment in accordance with the provisions hereof.
4. ENTIRE AGREEMENT: The Parties agree that the terms hereof constitute the entire agreement between the Parties and that there are no representations, warranties or conditions, express, implied or arising under statute, other than as stated herein.
5. PAYMENTS: All payments shall be in an acceptable currency, without offset, back charge, retention or withholding of any kind. All invoices shall be payable upon receipt by the customer or as otherwise stated on the face of this document. Payments will be made through a confirmed irrevocable letter of credit and on an acceptable bank to ART Ltd., direct deposit, certified bank draft or cash. Unless otherwise stated, all prices are in Canadian Dollars. Prices relating to goods are ex-works, place of manufacture. Labor rates shall be subject to change without notice and shall apply when required from time to time.
6. ADDITIONAL COSTS: In addition to the Purchase Price the Purchaser shall pay ART Ltd. costs incurred as a result of (a) changes in the Equipment or excessive delays in delivery requested by the Purchaser or as a result of the Purchaser’s failure to provide information on materials; (b) termination of this agreement by the Purchaser including fees related to restocking equipment; changes in the laws, codes, rules or regulations applicable to the equipment after the date of purchase.
7. DELIVERY: Delivery of the Equipment shall not be made unless and until all payment terms are met. Delivery to the carrier or notification that the equipment is ready for shipment shall constitute delivery to the Purchaser for all purposes. Prices do not include the cost of delivery, packing and crating required for normal domestic transportation. Carrier charges included in any price are subject to adjustment for actual cost incurred by ART Ltd. In the event that any Equipment shall be shipped outside Canada, all fees and expenses relating to the cost of delivery, export documentation, export packing, marking or importation into the country of destination shall be the responsibility of the Purchaser.
8. TAXES, CUSTOMS AND DUTIES: The Purchase Price does not include Goods and Services Tax pursuant to the Excise Tax Act of Canada or any customs duties, import duties, excise taxes or like charges levied by any governmental agency at the place of delivery of the Equipment and ART Ltd. shall not in any way whatsoever be responsible in whole or in part for the payment of such charges.
9. DEPOSIT: Any amount paid by the Purchaser to ART Ltd. and referred to as "Deposit" on the face of this Agreement together with any subsequent amount paid to ART Ltd. by the Purchaser as partial payment of the Purchase Price shall constitute a deposit by the Purchaser (hereinafter referred to as the "Deposit"). In the event that the Purchaser neglects or refuses to make any payment due hereunder or breaches this agreement or any other chattel mortgage, security agreement or other agreement intended to secure payment of the Purchase Price, ART Ltd. may retain the Deposit as damages for such breach or breaches without in any way prejudicing the right of ART Ltd. to recover from the Purchaser the balance of such damages.
10. DELAYS: ART Ltd. shall incur no liability for any delay or failure to deliver the Equipment or for any delay or failure to perform any of its obligations hereunder by reason of strike, threat of strike, lockout, fire, flood, interruption or delay in manufacture or transportation, act of nature, war, insurrection, mob violence, requirement of governmental authorities, embargo, shortage of labour, equipment or materials, plant breakdown or any other causes beyond the control of ART Ltd. whether or not in existence or known to ART Ltd. at the time of acceptance of this Agreement.
11. RISK: The Equipment shall be and remain at the risk of the Purchaser from and after the time of shipment to the Purchaser or its agent or to a carrier for transportation to the Purchaser whichever event shall first occur (hereinafter referred to as the "Delivery Date").
12. PLACE OF DELIVERY: The Equipment shall be delivered to the Purchaser Ex-works at ART Ltd.’s plant unless otherwise agreed to in writing.
13. ACCEPTANCE: The Purchaser agrees that it is deemed to have accepted the Equipment upon shipment. Any claims against ART Ltd. for shortages in shipment shall be made within five (5) business days of delivery and unless a claim or claims is made in writing within that period, the Purchaser is deemed to have accepted the Equipment as full satisfaction of ART Ltd.’s obligations under this Agreement.
14. SHIPMENT: In the event that the method of shipment of the Equipment to the Purchaser is not specified on the face of this Agreement, ART Ltd. may withhold delivery until the Purchaser specifies the method of shipment. If method of shipment is not specified on the face of this Agreement and the Purchaser fails to specify a method of shipment in writing prior to the Delivery Date, ART Ltd. shall be entitled to ship the Equipment by any method of shipment which may be available at its sole discretion, which method shall be deemed to have been agreed to by the Purchaser.
15. WARRANTY: Any warranty respecting the Equipment is as set out in the Statement of Warranty Policy delivered to the Purchaser, receipt of which is hereby acknowledged by the Purchaser (the "Warranty"). No other warranties are applicable or may be implied. The Warranty, if any, will be valid for the number of calendar days specified on the face hereof commencing on the Delivery Date (the "Warranty Length Period").
16. INDEMNITY: The Purchaser hereby assumes and agrees to indemnify, defend, protect, save, keep and hold harmless ART Ltd., its agents, employees, subcontractors, and invitees from and against any and all losses, damages, injuries, claims, causes of action, liabilities, demands, penalties and expenses (including attorney fees and other legal expenses) of whatsoever kind and nature, for injury to, or illness or death of any person and for all damage to, loss or destruction of property (collectively “losses”), relating to, connected with in any way, arising out of, or on account of the Equipment purchased hereunder, including without limitation, any such losses caused or occasioned by any negligent act or omission of seller, its officers, agents, employees, subcontractors, invitees or licensees, The foregoing indemnity is a material part of this transaction, supported by and in consideration of a reduction in the purchase price and is intended to apply notwithstanding the joint or concurrent negligence of ART Ltd. The limitation of liability and indemnities contained in this clause shall survive the expiration or termination of this Agreement.
17. ASSIGNMENT: The Purchaser shall not assign or delegate any or all of its duties or rights under the Agreement without ART Ltd.’s prior written consent, and any purported assignment or delegation without such consent shall be void.
18. INTERPRETATION: This Agreement shall be governed by and construed in accordance with the laws in force in the Province of Alberta, Canada and each of the Parties submits irrevocably to the exclusive jurisdiction of the courts of the Province of Alberta for the interpretation and enforcement of this Agreement.
19. ARBITRATION: Any dispute arising from or relating to the sale of Equipment, including deliver, service under warranty and the interpretation of this Agreement, shall be resolved by binding arbitration according to the Arbitration Rules of the ADR Institute of Canada, Inc. The seat of arbitration shall be Calgary and the language of arbitration shall be English.
20. INTEREST: The Parties agree and the Purchaser acknowledges that ART Ltd. will charge interest at the interest rate of 1.5% per month on all overdue accounts. The Parties agree that interest pursuant to this clause will be compounded on a monthly basis.
21. EMBARGO COUNTRIES: ART Ltd. is subject to laws in various jurisdictions relating to restrictions on trade with certain embargo countries. Shipment of the Equipment to embargo countries without approval from ART Ltd. and the relevant governmental agency is made at the Purchaser's sole risk.
22. SEVERABILITY: If any one or more of the provisions of this Agreement are found to be void or unenforceable for any reason, such provisions shall be considered, at such time, to be deleted from this Agreement and this Agreement shall continue in full force and effect as if such provisions were never part of this Agreement.
2. REQUEST FOR MANUFACTURE AND SHIPPING: Alternatively, if the Purchaser or its agent, requests in writing that ART Ltd. manufacture and ship the Equipment (as set out in such a written request) these Standard Terms and Conditions shall govern the purchase and sale of such Equipment including any amendments or additions thereto and the Purchaser, by requesting such manufacturing and delivery, shall be deemed to have agreed to and accepted these Standard Terms and Conditions.
3. CONSIDERATION: In consideration of payment of the Purchase Price (as defined on the face hereof) by the Purchaser, ART Ltd. agrees to manufacture, sell, and ship and the Purchaser agrees to purchase the Equipment in accordance with the provisions hereof.
4. ENTIRE AGREEMENT: The Parties agree that the terms hereof constitute the entire agreement between the Parties and that there are no representations, warranties or conditions, express, implied or arising under statute, other than as stated herein.
5. PAYMENTS: All payments shall be in an acceptable currency, without offset, back charge, retention or withholding of any kind. All invoices shall be payable upon receipt by the customer or as otherwise stated on the face of this document. Payments will be made through a confirmed irrevocable letter of credit and on an acceptable bank to ART Ltd., direct deposit, certified bank draft or cash. Unless otherwise stated, all prices are in Canadian Dollars. Prices relating to goods are ex-works, place of manufacture. Labor rates shall be subject to change without notice and shall apply when required from time to time.
6. ADDITIONAL COSTS: In addition to the Purchase Price the Purchaser shall pay ART Ltd. costs incurred as a result of (a) changes in the Equipment or excessive delays in delivery requested by the Purchaser or as a result of the Purchaser’s failure to provide information on materials; (b) termination of this agreement by the Purchaser including fees related to restocking equipment; changes in the laws, codes, rules or regulations applicable to the equipment after the date of purchase.
7. DELIVERY: Delivery of the Equipment shall not be made unless and until all payment terms are met. Delivery to the carrier or notification that the equipment is ready for shipment shall constitute delivery to the Purchaser for all purposes. Prices do not include the cost of delivery, packing and crating required for normal domestic transportation. Carrier charges included in any price are subject to adjustment for actual cost incurred by ART Ltd. In the event that any Equipment shall be shipped outside Canada, all fees and expenses relating to the cost of delivery, export documentation, export packing, marking or importation into the country of destination shall be the responsibility of the Purchaser.
8. TAXES, CUSTOMS AND DUTIES: The Purchase Price does not include Goods and Services Tax pursuant to the Excise Tax Act of Canada or any customs duties, import duties, excise taxes or like charges levied by any governmental agency at the place of delivery of the Equipment and ART Ltd. shall not in any way whatsoever be responsible in whole or in part for the payment of such charges.
9. DEPOSIT: Any amount paid by the Purchaser to ART Ltd. and referred to as "Deposit" on the face of this Agreement together with any subsequent amount paid to ART Ltd. by the Purchaser as partial payment of the Purchase Price shall constitute a deposit by the Purchaser (hereinafter referred to as the "Deposit"). In the event that the Purchaser neglects or refuses to make any payment due hereunder or breaches this agreement or any other chattel mortgage, security agreement or other agreement intended to secure payment of the Purchase Price, ART Ltd. may retain the Deposit as damages for such breach or breaches without in any way prejudicing the right of ART Ltd. to recover from the Purchaser the balance of such damages.
10. DELAYS: ART Ltd. shall incur no liability for any delay or failure to deliver the Equipment or for any delay or failure to perform any of its obligations hereunder by reason of strike, threat of strike, lockout, fire, flood, interruption or delay in manufacture or transportation, act of nature, war, insurrection, mob violence, requirement of governmental authorities, embargo, shortage of labour, equipment or materials, plant breakdown or any other causes beyond the control of ART Ltd. whether or not in existence or known to ART Ltd. at the time of acceptance of this Agreement.
11. RISK: The Equipment shall be and remain at the risk of the Purchaser from and after the time of shipment to the Purchaser or its agent or to a carrier for transportation to the Purchaser whichever event shall first occur (hereinafter referred to as the "Delivery Date").
12. PLACE OF DELIVERY: The Equipment shall be delivered to the Purchaser Ex-works at ART Ltd.’s plant unless otherwise agreed to in writing.
13. ACCEPTANCE: The Purchaser agrees that it is deemed to have accepted the Equipment upon shipment. Any claims against ART Ltd. for shortages in shipment shall be made within five (5) business days of delivery and unless a claim or claims is made in writing within that period, the Purchaser is deemed to have accepted the Equipment as full satisfaction of ART Ltd.’s obligations under this Agreement.
14. SHIPMENT: In the event that the method of shipment of the Equipment to the Purchaser is not specified on the face of this Agreement, ART Ltd. may withhold delivery until the Purchaser specifies the method of shipment. If method of shipment is not specified on the face of this Agreement and the Purchaser fails to specify a method of shipment in writing prior to the Delivery Date, ART Ltd. shall be entitled to ship the Equipment by any method of shipment which may be available at its sole discretion, which method shall be deemed to have been agreed to by the Purchaser.
15. WARRANTY: Any warranty respecting the Equipment is as set out in the Statement of Warranty Policy delivered to the Purchaser, receipt of which is hereby acknowledged by the Purchaser (the "Warranty"). No other warranties are applicable or may be implied. The Warranty, if any, will be valid for the number of calendar days specified on the face hereof commencing on the Delivery Date (the "Warranty Length Period").
16. INDEMNITY: The Purchaser hereby assumes and agrees to indemnify, defend, protect, save, keep and hold harmless ART Ltd., its agents, employees, subcontractors, and invitees from and against any and all losses, damages, injuries, claims, causes of action, liabilities, demands, penalties and expenses (including attorney fees and other legal expenses) of whatsoever kind and nature, for injury to, or illness or death of any person and for all damage to, loss or destruction of property (collectively “losses”), relating to, connected with in any way, arising out of, or on account of the Equipment purchased hereunder, including without limitation, any such losses caused or occasioned by any negligent act or omission of seller, its officers, agents, employees, subcontractors, invitees or licensees, The foregoing indemnity is a material part of this transaction, supported by and in consideration of a reduction in the purchase price and is intended to apply notwithstanding the joint or concurrent negligence of ART Ltd. The limitation of liability and indemnities contained in this clause shall survive the expiration or termination of this Agreement.
17. ASSIGNMENT: The Purchaser shall not assign or delegate any or all of its duties or rights under the Agreement without ART Ltd.’s prior written consent, and any purported assignment or delegation without such consent shall be void.
18. INTERPRETATION: This Agreement shall be governed by and construed in accordance with the laws in force in the Province of Alberta, Canada and each of the Parties submits irrevocably to the exclusive jurisdiction of the courts of the Province of Alberta for the interpretation and enforcement of this Agreement.
19. ARBITRATION: Any dispute arising from or relating to the sale of Equipment, including deliver, service under warranty and the interpretation of this Agreement, shall be resolved by binding arbitration according to the Arbitration Rules of the ADR Institute of Canada, Inc. The seat of arbitration shall be Calgary and the language of arbitration shall be English.
20. INTEREST: The Parties agree and the Purchaser acknowledges that ART Ltd. will charge interest at the interest rate of 1.5% per month on all overdue accounts. The Parties agree that interest pursuant to this clause will be compounded on a monthly basis.
21. EMBARGO COUNTRIES: ART Ltd. is subject to laws in various jurisdictions relating to restrictions on trade with certain embargo countries. Shipment of the Equipment to embargo countries without approval from ART Ltd. and the relevant governmental agency is made at the Purchaser's sole risk.
22. SEVERABILITY: If any one or more of the provisions of this Agreement are found to be void or unenforceable for any reason, such provisions shall be considered, at such time, to be deleted from this Agreement and this Agreement shall continue in full force and effect as if such provisions were never part of this Agreement.
General Product and Service Warranty Policy
This Policy Statement sets forth the terms of the warranty provided by Automated Rig Technologies Ltd. or its affiliates, agents, and its subsidiaries (“ART Ltd.”), with respect to all commercial equipment manufactured, produced, distributed or sold or repaired by ART Ltd. (the “Products”).
ART Ltd. warrants it will perform all services and supply all components and product in a good and workmanlike manner. The phrase "good and workmanlike manner" means services performed and components and products supplied in a manner deemed proficient by those with the special knowledge, training, and experience to judge such services, products and systems.
ART Ltd. warrants that all products, equipment, labour and manufacturing services and materials, including service-related materials provided by ART Ltd. are in new or like new condition and shall be free from defects in design and workmanship.
Subject to the limitations and exclusions set forth, ART Ltd. will repair or replace any defective or malfunctioning parts of the Products subject to inspection of ART Ltd. FOB ART Ltd.’s facilities for the Warranty Period as set forth below.
ART Ltd. warrants it will perform all services and supply all components and product in a good and workmanlike manner. The phrase "good and workmanlike manner" means services performed and components and products supplied in a manner deemed proficient by those with the special knowledge, training, and experience to judge such services, products and systems.
ART Ltd. warrants that all products, equipment, labour and manufacturing services and materials, including service-related materials provided by ART Ltd. are in new or like new condition and shall be free from defects in design and workmanship.
Subject to the limitations and exclusions set forth, ART Ltd. will repair or replace any defective or malfunctioning parts of the Products subject to inspection of ART Ltd. FOB ART Ltd.’s facilities for the Warranty Period as set forth below.
General Product and Service Warranty Period
The warranty period for new rigs and major equipment shall be for six (6) months from the date of commissioning of the new rigs and major equipment or twelve (12) months from the date of shipment of the new rig and major equipment from ART Ltd. facilities, whichever occurs first. The warranty period for repair and service performed by ART Ltd., and parts and components shipped by ART Ltd. shall be for six (6) months from date of completion of the repair and service or from the date of shipment from ART Ltd. All consideration for warranty is subject to inspection by ART Ltd., Ex-works ART Ltd.’s facilities. The warranty period shall end at midnight on the last day of the month in which the warranty expires. Warranty work shall be warranted for new service work, labour and material for six (6) months for the specific component only serviced under warranty. If a Customer sends a written defect notice during the warranty period and if ART Ltd. receives such notice within the warranty period, the warranty shall be honored.
Third party warranties
In addition to ART Ltd. warranties, ART Ltd. shall extend where reasonably possible and assignable, warranties from its subcontractors, vendors, and suppliers. Warranties provided by vendors of truck and chassis assemblies shall be specifically assigned to the Customer of the equipment.
warranty limitations
The product warranty shall not apply to a warranted item that has been improperly modified, installed, operated, or maintained in any material respect. Cost of warranty is limited to the repair or replacement of the defective components or systems Ex-works ART Ltd. facilities. ART Ltd. shall not have any liability for incidental or consequential damages, including loss of use and loss of profits, in connection with the purchase, sales, shipment, service, repair or operation arising from the failure of the Product, a component thereof or a breach of the warranty. In no event shall the ART Ltd.’s liability to the purchaser exceed the purchase price of the ART Ltd. Product.
THE EXPRESS WARRANTIES IN THIS AGREEMENT SHALL BE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
Dave Richard, President & CEO,
Automated Rig Technologies Ltd.
April 15, 2015
THE EXPRESS WARRANTIES IN THIS AGREEMENT SHALL BE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
Dave Richard, President & CEO,
Automated Rig Technologies Ltd.
April 15, 2015
