Terms & Conditions
General Terms and Conditions
WFR Oilfield Services BV
Article 1 Applicability
1.1 These terms and conditions apply to all offers, quotations and agreements between WFR Oilfield Services BV (hereinafter: “WFR”) and its contracting party (hereinafter: “the client”), unless otherwise agreed in writing.
1.2 Any of the client’s terms and conditions shall not be applicable.
1.3 If one or more provisions in these general terms and conditions are invalid or annulled, the remaining provisions will continue to apply. WFR and the client shall in that case consult on the replacement of the void or nullified provision, which must be in keeping with the purpose and scope of the original provision.
1.4 In the event of any ambiguity regarding the interpretation of these general terms and conditions, the interpretation must be in accordance with in the spirit of the relevant provision.
1.5 Only the Dutch version of these terms and conditions is valid. If a translation differs in any respect, the Dutch text will prevail.
Article 2 Quotations and offers
2.1 All quotations and offers issued by WFR are without obligation, unless a period for acceptance is stated in the offer.
2.2 The prices stated in a quotation or offer are exclusive of turnover tax and other government levies and other expenses that may be incurred, including cost of travel and accommodation, shipping and administration charges, unless stated otherwise.
Article 3 Delivery time
3.1 The delivery time of goods and the period for implementation are determined by WFR as approximate times.
3.2 When determining the delivery time and/or the period for implementation, WFR assumes that the order may be executed under the circumstances which WFR is aware of at such time.
3.3 In case any circumstances arise that WFR was not aware of at its determination of the delivery time and/or period of execution, WFR may extend the periods with the time required under the new circumstances.
3.4 The situation that the agreed delivery time and/or period of implementation is exceeded does not in any case entitle the client to any compensation, unless otherwise agreed in writing.
Article 4 Delivery and risk transfer
4.1 Delivery takes place from the WFR company (“ex works”). The risk of the item transfers from the moment WFR provides the item to the client.
4.2 The client is obliged to accept the goods from the moment they are provided by WFR. If the client refuses to take delivery or fails to provide information or instructions that are necessary for the delivery, then WFR is entitled to store the goods for the account and risk of the client.
Article 5 Price adjustment
WFR may charge an increase in cost-price determining factors that have arisen after the conclusion of the agreement to the client as long as the fulfilment of the agreement has not yet been completed.
Article 6 Implementation of the agreement
6.1 WFR shall execute the agreement to the best of its knowledge and ability in accordance with the requirements of professional skill.
6.2 Unless otherwise agreed, the work will be carried out during regular five-day work weeks.
6.3 WFR is entitled to have work performed by third parties.
6.4 The client is responsible for all data and/or approvals, which WFR requires as indicated by WFR, or of which the client knows or should reasonably understand that they are necessary for the execution of the agreement. In the absence of timely availability of such data and/or approvals, WFR is entitled to suspend the execution of the agreement and to charge the client for the damage resulting from this delay based on WFR’s usual rates.
6.5 WFR is not liable for the consequences in case the client has failed to provide data or has provided incorrect data.
6.6 If the commencement or execution of the agreement is delayed due to circumstances for which the client is responsible, WFR is entitled to a compensation of all resulting damage suffered.
6.7 The client provides:
– timely availability of the building or site where the agreement must be executed by WFR;
– sufficient opportunity for the supply, storage and/or removal of materials and aids;
– connection facilities for electrical machinery, lighting, heating, gas, compressed air and water;
6.8 The consumption of energy (electricity and gas) and water by WFR shall be for the account of the client.
6.9 The client is liable for all damage incurred by WFR as a result of loss or damage to goods belonging to WFR that are located at the location where the work is being carried out.
6.10 The client indemnifies WFR against all claims from third parties in relation to the implementation of the agreement.
Article 7 Force majeure
7.1 WFR has the right to suspend the fulfilment of its obligations in the event of circumstances that were not anticipated at the time the agreement was concluded, which are outside its control or influence and which prevent WFR from temporarily fulfilling its obligations.
7.2 The circumstances referred to in the previous paragraph include, among other things, the circumstance that suppliers of WFR do not or not timely fulfil their obligations, weather, natural disasters, fire, loss or theft of tools, the loss of materials to be processed, roadblocks, strikes or work stoppages and import or trade restrictions.
7.3 WFR’s entitlement referred to in this article ends when the temporary impossibility has continued for six months. The agreement may be partially dissolved at that time, i.e. with regard to the part of the obligations that has not yet been fulfilled. Neither WFR nor the client shall be entitled to any compensation.
Article 8 Agreement regarding rental
8.1 Rental means that WFR provides goods, against payment by the client, while WFR does not perform any other work with respect to such rental.
8.2 The client must inspect the rented goods for defects upon receipt and promptly notify WFR of any presence of defects. In the case of absence of notification, the rented property is deemed to be entirely in good condition at the start of the rental agreement.
8.3 The rented property may only be used in accordance with its purpose and in compliance with the applicable regulations.
8.4 Unless otherwise agreed, the rented property shall be delivered at the WFR location and must also returned by the client to that location.
8.5 Unless otherwise agreed, the minimum rental period is ten days.
8.6 The client must return the rented property clean and undamaged to WFR by the end of the rental agreement.
8.7 The client is fully liable for all damage incurred by WFR in the event of loss or damage to the rented property.
Article 9 Cancellation
9.1 The client may cancel the agreement provided that he pays a certain percentage of the agreed price (including sales tax) as a cancellation fee to WFR in accordance with the schedule below, or at WFR’s discretion, reimburses WFR for the full costs already incurred and lost profit.
9.2 The cancellation costs are:
– if cancelled up to four weeks before the scheduled start of work: 15%
– if cancelled up to two weeks before the scheduled start of work: 30%
– if cancelled up to one week before the scheduled start of work: 45%
– if cancelled less than one week before the scheduled start of work: 60%
9.3 If an hourly rate or part-time rate has been agreed, WFR will reasonably determine what is to be considered as the agreed price in the context of this cancellation scheme. WFR will then estimate how many hours or parts of the day would have been charged for (non-cancelled) execution of the work.
9.4 Cancellation must take place in writing. Following such cancellation, WFR will charge the client with the cancellation costs or the full costs and the lost profit.
Article 10 Complaints
10.1 The client is obliged to immediately examine the delivered work or the completed work when the goods are provided to him or after the relevant work has been carried out. Any visible defects must be reported to WFR in writing within seven days after delivery. WFR must be promptly notified of any invisible defects in writing, and in any case within fourteen days after their discovery. The client must give WFR the opportunity to investigate a complaint or to cause it to be investigated.
10.2 The client can no longer appeal to a fault in the performance if he has failed to file a complaint to WFR within the periods mentioned in the previous paragraph.
10.3 In the event of a valid complaint, WFR has the choice between replacement of the defective item or to remedy the defect and reimburse part of the price to the client in proportion.
Article 11 Payment
11.1 Payment is made at WFR’s place of business or into an account designated by WFR.
11.2 Payment must be made within 30 days after the invoice date. In the event of late payment, the client shall be immediately in default.
11.3 From the moment of a default situation, the client will be due interest on the outstanding amount of 1% per month.
11.4 If payment has not been made on time, the client shall be due to WFR all extrajudicial collection costs that basically amount to 15% of the amount due with a minimum of € 75. If the extrajudicial costs actually incurred are higher, the client will be due the actual costs incurred.
11.5 In any legal proceedings, all costs incurred by WFR which have been incurred in relation to such proceedings shall be borne by the client.
11.6 The right of the client to settle his claims against WFR is excluded.
11.7 Objections to the amount of an invoice or complaints regarding the performance of WFR do not suspend the client’s payment obligation. The client is not entitled to suspend payment of an invoice for any other reason either.
Article 12 Liability
12.1 In the event WFR should be liable for any damage, WFR’s liability shall be limited to a maximum of twice the invoice value of the order i.e. to that part of the order to which the liability is related.
12.2 WFR’s liability is at all times limited to the amount paid out by its insurer.
12.3 WFR is only liable for direct damage. Any liability for indirect damage is excluded.
12.4 The client indemnifies WFR against all claims from third parties on account of product liability as a result of a defect in a product delivered by the client to a third party and which (also) consisted of products delivered by WFR and/or materials and/or goods on which WFR has performed work.
Article 13 Guarantee
13.1 The guarantee provided by WFR is limited to the guarantee of WFR’s supplier.
13.2 The client can only appeal to the guarantee after he has fulfilled all his obligations in respect of WFR.
Article 14 Retention of title
14.1 After delivery, WFR shall retain the title to all items sold and delivered by WFR until the client has properly fulfilled all obligations arising from the agreement(s) concluded with WFR.
14.2 After WFR has invoked its retention of title, it may reclaim the delivered goods. The client allows WFR access to the place where these items are located.
14.3 The client must at all times take any action that can reasonably be expected of him to safeguard WFR’s property rights.
Article 15 Choice of law and court
15.1 These terms and conditions are governed by Dutch law.
15.2 The Vienna Sales Convention does not apply, nor does any other international regulation from which exclusion is permitted.
15.3 Any disputes between the parties shall be submitted to the Court of Noord-Nederland, Assen location, exclusively.