CONDITIONS OF SALE

Definitions

1. In these conditions:-

a. “the Company” means MSL Oilfield Services Ltd

b. “the Buyer” means the purchaser of any goods from the Company

Applications of Conditions

2. No quotation by the Company shall be construed as a binding offer.

3. Quotations will be held valid for 30 days unless otherwise stated.

4. No order shall become binding until accepted in writing by a duly authorised representative of the Company.

5. All orders are accepted only upon these conditions.

6. These Conditions override any terms or Conditions incorporated or referred to by the Buyer in its order negotiations correspondence or other documentation of whatsoever kind unless agreed to the contrary in writing by the Company.

7. No new Condition or alteration addition or qualification to these Conditions or any special Conditions attached hereto shall be incorporated in the Contract between the Company and the Buyer unless expressly accepted by an authorised representative of the Company in writing.

Licences

8. All orders are accepted subject to any necessary Licences and exchange control regulations being obtained.

Terms of Payment

9. Terms of payment are net 30 days from date of invoice unless as otherwise stated in any quotation or order acknowledgement.

10. Unless otherwise stated all prices or charges quoted are net ex works and exclusive of V.A.T.

11. No cancellation of orders for whatsoever reason will be accepted unless agreed and accepted in writing by a duly authorised representative of the Company.

Specification & Performances

12. Descriptive literature illustrations drawings production and performance data and estimates shall not form part of any contract unless expressly set out in writing as a term of any quotation and specifically referred to as a variation of this clause of these Conditions and repeated in writing in the Company’s acceptance of an order. All drawings and technical descriptions prepared by the Company shall remain the Company’s property returnable on demand and the copyright in them remains vested in the Company and shall not be infringed by copying reproduction or disclosure without prior written consent.

Delivery

13. Time for delivery is given as accurately as possible and operates from date of receipt of full and final instructions to proceed but the delivery date is not guaranteed and in this respect time shall not be deemed to be of the essence. Failure by the Company to make delivery on the due date shall not give the Buyer the right to cancel the contract.

Special Tools or Dies

14. Where it is necessary for the Company to manufacture or purchase special tools, jigs or other equipment in order to fulfil a contract the Buyer will be charged with a portion of the cost of such special tools. The Company reserves the right to retain possession of all such tools manufactured on behalf of the Buyer but if required by the Buyer and agreed by the Company the Company will undertake to use such tools solely for the execution of Contracts placed by the Buyer. In such case tools will not be used for the execution of other customer’s contracts without the sanction of the Buyer in writing.

Insurance of Processing Material

15. A Buyer sending its own materials to the Company for processing shall at its own expense insure such materials against loss or damage by fire whilst on the Company’s premises. The Company accepts no liability for any loss incurred by a Buyer whose material should be found unsuitable for the processing specified.

Commissioning on Site

16. Commissioning on site is not included in the Contract unless specifically stated.

Company’s Own Manufactured Goods

17. Where goods have been manufactured and supplied by the Company the Buyer should make a reasonable inspection of them immediately upon receipt. If faults are alleged the Buyer shall immediately advise the Company of these in writing 14 days from the date of the Company’s invoice.

18. Unless stated otherwise, defective Goods or Parts of the Company’s own manufacture will be replaced free carriage paid in the United Kingdom or F.O.B. British Port within one year after despatch ex works provided that such goods shall be proved to the Company’s satisfaction to be defective but no claim upon expenditure upon any such goods or for any consequential damage will be entertained by the Company.

Other Manufacturer’s Goods

19. Goods supplied but not manufactured by the Company are subject to the Conditions of Sale of the manufacturer concerned but the Buyer shall be entitled to such benefits as the Company may receive under guarantee given to the Company in respect thereof but only for a period that such guarantee subsists in favour of the Company. In any case, all alleged defects must be reported to the Company immediately they become apparent.

Extent of Company’s Liability

20. If goods are required for use with any specific commodity the Buyer shall satisfy itself that the materials ordered will not adversely affect or be affected by that commodity. If the goods are required for processing of any kind the Buyer shall satisfy itself that the goods ordered are suitable for such processing. The Company will not accept liability in either of these respects.

21. Figures relating to performance of any equipment and published or communicated by the Company are based on experience obtained during the tests and cannot be accepted by the Company as involving it in any liability for failure to obtain equivalent results on any specified installations.

22. The Company will be under no obligation or liability in respect of failure to complete or delay or failure in delivery of the goods comprised in any order or contract nor shall the Buyer be entitled to rescind the Contract if such failure or delay shall occur directly or indirectly by reason of war, strikes, lock-outs, breakdowns, delays in transportation, accidents, government prohibition or restriction, labour difficulties, fire or any other cause outside the reasonable control of the Company.

23. Except as otherwise expressly stated in writing no condition or warranty whether statutory or otherwise expressed or implied shall be deemed to be incorporated or implied into any Contract and any form of liability on the part of the Company for consequential loss or damage if hereby expressly excluded.

Risk in Ownership in Goods

24. The risk in the goods shall pass to the Buyer at the point of delivery specified in the acceptance of order form but the property in the goods shall remain with the Company until full payment of all monies owed to it by the Buyer under this Contract shall have been received (each order being considered as a whole) or until prior resale.

25. Until full payment as aforesaid has been made the Buyer shall hold all goods and materials the property which is vested in the Company only as agent for the Company and will store such goods and materials at no cost to the Company so that they are clearly identified as belonging to the Company.

26. Until such payment as aforesaid has been made the Buyer shall not remove the goods or allow them to be removed from the address to which they are delivered as specified in the acceptance of delivery form and shall keep them in good condition and repair and shall not allow them to become the subject of any charge or lien whether by operation of law or otherwise.

27. If the Buyer shall enter into liquidation or receivership or composition with its creditors or upon any breach by the Buyer of any of its obligations hereunder or payment is not made for the goods within 30 days of the due date (in respect of which time is of the essence) the Company may (without prejudice to any of its other rights and remedies) by notice in writing (and shall be deemed to do so at the request of the Buyer) enter into any land or building to recover the goods and to take all necessary steps to enable the Company to recover and dispose of the goods and materials.

28. Until full payment as aforesaid for the goods the Buyer may sell the same in the ordinary course of its business (but not otherwise) and the proceeds of such sale or the Buyer’s claim for such proceeds shall be held by the Buyer as agent for the Company until such payment is made as aforesaid and the Company’s property in the goods as aforesaid shall be transferred from the goods to the proceed of such resale or the claim for such proceeds and shall attach thereto until full payment has been received.

29. Should the goods become constituents of or be converted into other products whilst the property therein shall remain vested in the Company as the aforesaid then the property in such goods of which the Company’s goods form a constituent part or which have been converted as the aforesaid shall be deemed to be vested and remain in the Company so far as appropriate.

The Buyer’s Position

30. The Buyer shall not be entitled to withhold payment of any amount payable under a Contract with the Company because of any disputed claim by the Buyer in respect of faulty goods or any other alleged breach of Contract nor shall the Buyer be entitled to set off against any amount payable under a Contract with the Company any monies which are not then presently payable by the Company or for which the Company disputes liability.

31 The Company shall be entitled (without prejudice to its other rights against the Buyer) by notice in writing to the Buyer to rescind any Contract between the Company and the Buyer or to suspend delivery should the Buyer as an individual enter into any agreement with or for the benefit of his creditors or have a receiving order in bankruptcy made against him or if a corporate body go into liquidation either voluntary or under supervision.

Invalidity of Part

32. The invalidity or unenforcability for any reason of any part of this Contract shall not prejudice or affect the validity or enforceability of the reminder.

Notices

33. Any notice consent or the like required to be given under this Contract shall be in writing and shall be sent by registered post to the address set out overleaf or at such changed address as shall for that purpose be notified to the other and every such consent notice or the like shall be deemed to have been given four days after transmission at the address to which it was sent.

Applicability of Law

34. The Contract and these Conditions shall be construed and operate in all respects as a Contract and Conditions made in England and in conformity with English law and the parties accept the jurisdiction of the English Court.

35. These conditions of Sale supersede all Conditions of Sale previously issued which are now null and void.