QTE-28729 Victoria Lake Oman - Slickline Package

NOV Elmar
1.1.1.1.1 Creating
the Complete Wireline Solution

Client: Victoria Lake Trading & Contracting Ent. LLC - Oman
Quote Ref
QTE-28729
Date:
09 November 2014
Well Service and Completion Solutions
COMMERCIAL OFFER
ORIGINAL
2010 National Oilwell Varco
www.nov.com
Contents
1. Covering letter
2. Products overview
3. Company overview
4. Equipment proposal
5. Terms & conditions exceptions
6. NOV Elmar standard terms & conditions
7. Company certification
8. Country of Origin of Raw Material & Assembly of equipment Statement
9. Manufacturing experience
10. Customer experience
Commercial Confidential 2010 National Oilwell Varco
Page 1
Victoria Lake Trading & Contracting Ent. LLC

Oman
Attn.: Mansoor Al Mahruqi
Date: 09 November 2014

Bid for Supply of Various PCE, PTU and Pressure Test Container
NOV Elmar Quotation No: QTE-28729
Dear Mansoor,
Re: Invitation to Bid for the Supply of Various PCE, PTU and Pressure Test Container
In reference to the above invitation to bid, please find enclosed our Commercial proposal for our
equipment which we trust meets with your approval.
It is our considered opinion that the information presented here expresses the high levels of innovation,
design skill and build quality which have become synonymous with NOV Elmar equipment. Should you
choose NOV Elmar as the supplier of this equipment, we are confident of your satisfaction.
We would be pleased to clarify any points raised during the bid review process, understanding that a
presentation such as this can only deliver an overview of the features and capabilities of NOV Elmar and
our equipment.
We thank you for the opportunity to submit this proposal.
Yours Sincerely,
Sreejesh Changirath
Sales Manager
Sreejesh.Changirath@nov.com
Page 2
PRODUCTS
Our Products
Our products are what have made us so well known and
require little introduction, however in 2009 we have
simplified our product ranges and introduced their new
product badges. Products are available for rental or for
sale. Contact your nearest NOV Elmar office for more
details.
Winches and Masts
Wireline Pressure Control
Wireline Units
Wireline Trucks
Crane Trucks
Masts
Powerpack Units
Spooling Units
Accessories
Pressure Control Equipment Strings

Large Bore Pressure Control Equipment
Crown Plugs
Accessories
Wireline Tools
Wellhead Control Equipment
Wireline Tools
Slickline Tools
Accessories
Combined Grease & Hydraulic Control Units

Hydraulic Control Units
Grease Control Units
Pressure Testing Workshops
Test and Injection Units
Umbilical Reelers
Accessories
Completion Equipment
Automation Products
Slotted Casing
Holed Casing
Perforating Guns
Wire Wrapped Screens
Accessories
SmartMonitors
Smart Control Systems
Page 3
COMPANY OVERVIEW
Page 4
Equipment Proposal
TO :
ATTENTION :
CONTACT :
TEL :
EMAIL :
QUOTATION :
Victoria Lake Trading & Contracting Ent. LLC
REVISION :
Mansoor Al Mahruqi
DATE :
Sreejesh Menon
QTE-28729
00
9-Nov-14
+971 (4) 8100102

Sreejesh.Menon@nov.com
1. 3 Slickline PCE with 5 3/4"-4thd(4.000") Otis (O02) connection

Item
Part Description
Part Number
Qty
Unit Price
Total Price
Hydraulic Stuffing Box with 16" dia wheel .108" wire
L-
973136
$ 5,857.76
Lubricator Section with integral unions, 4ft long
L-
975497
$ 3,380.37
L-
975491
$ 5,541.12
11,082.24
Lubricator Section with integral unions, 8ft long 1/2"NPT port
L-
979826
$ 6,045.39
6,045.39
Lubricator Lifting Clamp, Spreader beam with 18ft wire rope slings
L-
690271L018
$ 1,529.35
Lubricator Dolly with 18" pneumatic wheels
L-
690777-O02
$ 1,460.04
Quick Test Sub
L-
972235
$ 6,364.90
L-
690573
$ 1,074.64
L-
690587
420.57
10
Hand Pump Assembly for Quick Test Sub

Hose Assembly 1/4" x 25ft long with quick connections 10,000 PSI
W/P
Dual Hydraulic Compact BOP manifold block Q-Guide rams
L-
971452
$32,528.43
11
Galvanised Cage for Dual BOP
L-
690461
$ 3,668.97
12
Single Hydraulic Compact BOP manifold block Q-Guide rams
L-
982424
$21,676.33
13
Galvanised Cage for Single BOP
L-
690498
$ 3,570.70
14
BOP Manifold Gauge kit w/0-10,000 psi Gauge
L-
660493
$ 1,839.33
15
Hydraulic Actuator LW/SB/TC/3-BOP
L-
690341
$22,787.72
16
Lifting Bail w/shackle
L-
978279
$ 1,150.73
17
Test Cap 10K H2S 1/2" NPT port
L-
974742
$ 1,287.07
18
Test Plug and Collar 10K H2S 1/2" NPT port
L-
974706
$ 1,457.11
19
Line Wiper, Stuffing Box or Tool Catcher Hand Pump
L-
690730-V02
$ 1,153.84
1,153.84
20
Hydraulic Hose 1/4" x 100ft long with quick couplings *
L-
690740
460.17
460.17
21
Tool Trap or BOP Hand Pump
L-
690750
$ 1,775.14
1,775.14
22
L-
690760
228.04
456.08
23
Y' Hose BOP Open
L-
691000
234.86
234.86
24
Y' Hose BOP Close

BOP Bleed-off Hose 60ft - R2 1/2" 3.5Kpsi 60 ft from Huber Union to
open TEE
L-
691100
217.12
217.12
L-
690523
496.94
25
Total
21,676.33
$48,958.93
Important Notes
Lead time (weeks) at time of quoting from firm order according to Incoterms: 10-12 Ex-Works Jebel Ali
Country of End Destination: OMAN
Terms and Conditions: Per NOV Elmar Standard Terms and Conditions (attached)
Payment Terms: 100% paid up front before launch of manufacture
Quote Validity (Days): 60
Certifications and Assembly Drawings (where provided for completed orders) are available online at
www.elmar-certification.co.uk
5,857.76
Page 5
2. 4 Slickline PCE with 8 3/8"-4thd(5.250") Otis connection
Item
Part Description
Part Number
Qty
Unit Price
Total Price
L-
TBA
$ 6,911.74
L-
9701011056
$ 7,172.67
L-
9701011054
$10,743.62
21,487.24
L-
TBA
$11,541.07
11,541.07
Lubricator Lifting Clamp, Spreader beam with 18ft wire rope slings
L-
690424L018
$ 2,644.49
L-
690777-O08
$ 2,843.86
Quick Test Sub
L-
982404
$ 7,710.66
L-
690573
$ 1,074.64
L-
690587
420.57
10

Hose Assembly 1/4" x 25ft long with quick connections 10,000 PSI
W/P
L-
9701010744
$50,647.00
11
L-
690462
$ 4,131.98
12
Single Hydraulic Compact BOP manifold block Q-Guide rams
L-
9701011716
$39,586.76
13
L-
690638
$ 4,007.33
14
L-
660493
$ 1,839.33
15
L-
690341
$22,787.72
16
L-
973557
$ 1,773.74
17
L-
TBA
$ 2,124.10
18
L-
TBA
$ 2,127.03
19
L-
690730-V02
$ 1,153.84
1,153.84
20
L-
690740
460.17
460.17
21
L-
690750
$ 1,775.14
1,775.14
22
L-
690760
228.04
456.08
23
Y' Hose BOP Open
L-
691000
234.86
234.86
24
Y' Hose BOP Close

BOP Bleed-off Hose 60ft - R2 1/2" 3.5Kpsi 60 ft from Huber Union
to open TEE
L-
691100
217.12
217.12
L-
690523
496.94
25
Total
6,911.74
-
39,586.76
$83,824.02
Important Notes
Page 6
3. 5 Slickline PCE with 9"-4thd(6.750") Otis connection
Item
Part Number
Qty
L-
973136
5,857.76
5,857.76
Crossover O02 box x O10 pin and collar
L-
977871
4,427.04
4,427.04
L-
970550
8,288.22
L-
970428
$ 12,414.75
24,829.49
L-
9701009622
$ 13,335.34
13,335.34
L-
690413L018
2,776.42

Lubricator Lifting Clamp, Spreader beam with 18ft wire rope
slings
L-
690777-O10
2,986.05
Quick Test Sub
L-
973101
$ 11,721.37

Hose Assembly 1/4" x 25ft long with quick connections
10,000 PSI W/P
L-
690573
1,074.64
L-
690587
420.57
L-
9701030298
$ 60,590.24
L-
690508
5,840.16
L-
972587
$ 45,174.79
45,174.79
14

Single Hydraulic Compact BOP manifold block Q-Guide
rams
L-
690473
5,265.54
5,265.54
15
L-
660493
1,839.33
16
L-
690341
$ 22,787.72
10
11
12
13
Part Description
Unit Price
Total Price
17
L-
974638
1,773.74
18
L-
974730
2,958.19
19
L-
976646
2,596.12
20
L-
690730-V02
1,153.84
1,153.84
21
L-
690740
460.17
460.17
22
L-
690750
1,775.14
1,775.14
23
L-
690760
228.04
456.08
24
Y' Hose BOP Open
L-
691000
234.86
234.86
25
Y' Hose BOP Close

BOP Bleed-off Hose 60ft - R2 1/2" 3.5Kpsi 60 ft from Huber
Union to open TEE
L-
691100
217.12
217.12
L-
690523
496.94
26
Total
$103,187.16
Important Notes
Page 7
4. 30ft Pressure Test Container

Product
Group
Item
1
Part Number/
Description/Notes
L-6901013720V02
Qty
Unit
Price
Extended
Price
366,667.00
366,667.00
TEST CONTAINER
PRESSURE TEST WORKSHOP CONTAINER FOR WORKSHOP

PRESSURE TESTING, TOOL REPAIR AND STORAGE
CONTAINER, 30FT LONG X 8FT WIDE X 8FT TALL CONSISTING
OF THE FOLLOWING: (10FT) WORKBENCH C/W 2 X NO 5 VICES,
4 X 3 DRAWER STORAGE TRAY FOR TOOLS AND SPARES, 4 X
2 DOUBLE DOOR STORAGE CABINETS PLACED ABOVE
WORKBENCH ON WALL FOR CONSUMABLES, REAR
PERSONNEL ESCAPE HATCH SITUATED NEXT TO
WORKBENCH, RUBBER MATTING ON FLOOR AREA (ANTI-SLIP),
THE ELMAR MAXSAFE WORKSHOP PRESSURE TEST UNIT L6901003825V04 24,000PSI C/W WITH AUTOCLAVE FITTINGS,
WET CENTRE HOSE REEL TEST LINE, WLV CONTROL
FACILITY, ROOF BEAM TO RUN THE WHOLE LENGTH OF
CONTAINER C/W MECHANICAL HOIST FOR EASE OF MOVING
EQUIPMENT WITHIN THE CONTAINER.(1 TONE RATED), TEST
STUMP MOUNTED ON FLOOR FOR TESTING BOPS C/W SIDE
OUTLET TEST PLUG, STANDS BUILT TO ALLOW LUBRICATOR
TO BE MADE UP AND TESTED, THE BASE ELECTRICS INCLUDE
AN EXTERNAL RECESSED CABINET WITH WATERPROOF
PLUGS AND TRANSITS, INCOMING SUPPLIES OF 220V AND
110V, 220V A.C. ONE DOUBLE SOCKET, 110V A.C. ONE
DOUBLE SOCKET, FOUR SETS OF TWIN FLUORESCENT ROOF
LIGHTS WITH ON/OFF SWITCHES AT EACH DOOR,
REMOVABLE BAKER VICE WHICH CAN BE SITUATED AT 2
POINTS WITHIN THE WORKSHOP, THE WORKSHOP SHALL BE
INTERNALLY LINED WITH 8 X 4 CHANGEABLE BLAST PROOF
PANELS, TO PROVIDE IMPACT PROTECTION AS REQUESTED,
IF DAMAGE WAS TO OCCUR TO THE PANELS THESE CAN BE
EASILY REPLACED, THE MAIN DOORS SHALL BE FITTED WITH
SAFETY DEVICES, PRESSURE CANNOT BE APPLIED UNLESS
DOORS ARE LOCKED, PUMP PRESSURE IS ISOLATED AND
PRESSURE IS BLED OFF IF DOORS ARE OPENED DURING
TESTING, DOOR LOCK IS RELEASED ONLY AFTER PRESSURE
IS BLED OFF, FLASHING LIGHTS TO BE PROVIDED TO WARN
PERSONNEL WHEN TESTING IS UNDERWAY, DESIGNED AND
BUILT IN ACCORDANCE WITH DNV 2.71 , FULLY LOAD TESTED,
3 X ROOF MOUNTED AIR CONDITIONING UNITS, 2 X FOR THE
WORKSHOP AND 1 X FOR THE CONTROL CABIN, FOUR (4)
CAMERA COLOUR MONITORING SYSTEMS, DVD RECORDER
SYSTEM FOR TEST BAY, PAINTED TO CUSTOMER
REQUIREMENTS. DESIGNED, MANUFACTURED, TESTED &
CERTIFIED IN ACCORDANCE WITH BS EN12079 (2006) / DNV
2.7-1.
MFR
DELIVERY - WHE
CHARGE FOR ASSEMBLY FREIGHT
*** TBA, NOT INCLUDED***
366,667.00
Important Notes
Lead time (weeks) at time of quoting from firm order according to Incoterms: 22-24 WEEKS EX WORKS
ABERDEEN

Page 8
5. 700 Series PTU

Product
Group
Item
Part Number/
Description/Notes
L-690240-V01
Qty
Unit
Price
Extended
Price
31,724.00
31,724.00
700 SERIES PTU 15K

700 SERIES 15,000 PSI PORTABLE PRESSURE TEST
UNIT WITH MACHINE ENGRAVED STAINLESS STEEL,
COLOUR CODED CONTROL PANEL, 8" 0-20,000 PSI
CHART RECORDER WITH 2/8 HOUR MECHANICAL
CLOCK AND 6" 0-20,000 PSI GAUGE, AIR DRIVEN HIGH
VOLUME AND HIGH PRESSURE PUMPS, 14 GALLON
STAINLESS STEEL TANK AND HOSES MOUNTED ON
ELMAR WET CENTRE REELS. SLINGS LISTED
SEPARETLY. SLING L-860150
Total in US Dollars
31,724.00
Important Notes
Lead time (weeks) at time of quoting from firm order according to Incoterms: 12 Ex-Works Jebel Ali
Control Products: Operations and maintenance manuals provided
Control Equipment/Spares Colour: Cliend Advised Color
Certifications and Assembly Drawings (where provided for completed orders) are available online
at www.elmar-certification.co.uk
Page 9
6. Maxsafe PTU for Pressure Test Bay

Product
Group
Item
Part Number/
Description/Notes
L-6901003825V02
Qty
Unit
Price
Extended
Price
89,610.81
89,610.81
MAXSAFE PTU 24K

"MAXSAFE" TWO PIECE WORKSHOP PRESSURE TEST UNIT
24K PSI WITH AIR DRIVEN HIGH VOLUME AND HIGH
PRESSURE PUMP SYSTEMS. FEATURES:*ELECTRONIC STRIP
CHART RECORDER*DIAPHRAGM PUMP TO RETURN FLUID
(DRAINED FROM TEST PIECE) BACK TO TANK*5.68 GALLON
(215 LITRE) STAINLESS STEEL RESERVOIR TANK*0 - 24,000
PSI ELECTRONIC STRIP CHART RECORDER*WALL MOUNTED
ELMAR "WET CENTRE" REEL WITH 12MM ID X 75 FT ( 23MM)
LONG HOSE.*INSTALLATION KIT OPTIONS TO SUIT CLIENT'S
TEST BAY DESIGN & DIMENSIONS.*SAFETY FEATURES
INCLUDE: FLASHING LIGHTS INDICATE WHEN UNIT IS IN USE,
DOOR INTER-LOCK RELAYS PREVENT PRESSURE BUILD UP
WHEN PERSONNEL OR TEST BAY DOOR IS OPEN,
AUTOMATIC BLEED-OFF IF DOOR IS OPEN.
2
L-588031
QC-NIPPLE
QUICK COUPLER NIPPLE 6MM 1/4" HP (M) 30K PSI
SUPPLIED WITH ITEM 1.
3
L-900600
ADAPTER
ADAPTER 3/8" HP (M) x 1/4 HP (F) 60K
L-900073
ADAPTER
ADAPTER 1/2" NPT (M) x 1/4 HP (F) 10K
L-900072
ADAPTER
157.78
157.78
161.11
161.11
117.78
117.78
1,964.56
1,964.56
788.57
788.57
53.77
53.77
ADAPTER 3/8" SL (M) x 1/4 HP (F) 20K

6
L-901310
ADAPTER
ADAPTER 9/16" SL (M) x 1/4 HP (F) 20K
7
L-900810
ADAPTER
ADAPTER 9/16" HP (M) x 1/4 HP (F) 60K
8
L-660075
KIT F/GSFD-12
SEAL KIT FOR HASKEL GFSD-12 PUMP (PART NO: L-840138)
9
L-664320
KIT F/L-846270
HAS KIT F/BHSFD-225 PUMP F/L-846270
10
L-660297
FILTER KIT
FILTER SERVICE KIT FOR NORGREN 64
Page 10
11
L-660331
SERVICE KIT
153.02
153.02
179.22
179.22
77.57
77.57
53.77
53.77
52.73
52.73
27.40
27.40
9,083.68
9,083.68
7,814.83
7,814.83
24,026.67
24,026.67
AIR LUBRICATOR REPAIR KIT -NORGREN L64 1

12
L-660390
KIT FOR 1/2" REG

AIR REGULATOR REPAIR KIT FOR 1/2" WILKERSON
13
L-663410
REEL KIT F/1P-3" HP

REEL KIT F/1P-3" HP
14
L-851100
FILTER
SUCTION FILTER 3/4"
15
L-852300
FILTER
PUMP SUCTION FILTER
16
L-662810
RELIEF VALVE KIT

RELIEF VALVE REPAIR KIT
17
L-6601004930V03
ELEC INSTALLATION
ELECTRICAL INSTALLATION KIT FOR A TEST BAY PTU.
COMPRISES 40M (130FT) LONG CABLES, (2) DOOR
INTERLOCK SWITCHES, AND (2) FLASHING WARNING
BEACONS.
18
L-6601004931V02
HOSE INSTALLATION
HOSE INSTALLATION KIT FOR TEST BAY PTU. COMPRISES
OF AIR SUPPLY HOSE BETWEEN CONTROL CONSOLE AND
PUMP/ TANK UNIT, HOSE TO WALL MOUNTED REEL AND
FLUID RETURN HOSE.15M ( 50FT) AIR HOSE: 8M ( 25 FT)
HOSES TO WALL MOUNTED REEL: 12M ( 40 FT) FLUID
RETURN HOSE.**CLIENT TO ADVISE SITE DETAILS AT TIME
OF PLACING ORDER.**
19
L-6901016358
CAMERA DVR SYSTEM

FOUR (4) CAMERA COLOUR MONITORING SYSTEM WITH
VERY HIGH RESOLUTION, DESIGNED TO GIVE SHARP
IMAGES VERY CLOSE UP. CAMERAS ON WALL BRACKETS
WITH PAN TILT AND ZOOM CONTROLLABLE FROM OUTSIDE
THE TEST BAY WITH A JOYSTICK AND 17" MONITOR TO
DISPLAY IMAGES INDIVIDUALLY OR TOGETHER.
20
MFR
DELIVERY - WHE
CHARGE FOR ASSEMBLY FREIGHT
* TBC *
21
MCG
CRATING - MACH
CHARGE FOR ASSEMBLY PACKING.
* TBC *
Total in US Dollars
134,323.26
Page 11
Important Notes
Lead time (weeks) at time of quoting from firm order according to Incoterms: 14-16 EX-Works Aberdeen
Country of End Destination: Oman
Control Products: Operations and maintenance manuals provided
Certification Level: 2
Page 12
NOV Elmar Standard Terms & Conditions

In the absence of mutually agreed and executed terms and conditions, the terms for any sale of equipment are covered by NATIONAL
OILWELL VARCO LP AND ITS AFFILIATES TERMS AND CONDITIONS, plus NOV Elmars Notes on Quotations and Exceptions.
NOTES ON QUOTATION AND EXCEPTIONS TO TERMS AND CONDITIONS CONTAINED IN NATIONAL OILWELL VARCO LP AND ITS AFFILIATES TERMS AND CONDITIONS.
The following Notes on Quotation and Exceptions refer to National Oilwell Varco L.P.
And Its Affiliates Terms And Conditions Exhibit A
1
INTRODUCTION
Article 2:
Notes on Quotation
Article 3:
Exceptions to National Oilwell Varco L.P. And Its Affiliates Terms And Conditions
Exhibit A
Exhibit A:
National Oilwell Varco L.P. And Its Affiliates Terms And Conditions
2
NOTES ON QUOTATIONS
2.1 PRICE
All prices are EXW, from the location indicated in the quote, unless stated otherwise,
and are net amounts after any withholding tax, VAT, sales or other applicable taxes and
deductions.
2.2 QUOTATION Validity
Valid for sixty (60) days and thereafter for duration of any contract signed by the parties,
unless otherwise indicated in the quote.
2.3 PAYMENT TERMS
Unless otherwise agreed and stated on the quote the following schedule will be
applicable
to invoicing: 30% of the contract value will be invoiced on receipt of Clients purchase
order, 70% of the contract value will be invoiced at works completion. Upon receipt of
these funds (30% + 70%) the equipment will be released.
All other invoices are payable within 30 days of invoice date.
Client agrees to raise any disputes in writing within 10 days of receipt of invoice. Client
will pay undisputed parts of invoices within 30 days in invoice date. Invoices not
disputed within 10 days of receipt of invoice will be consider undisputed.
Interest may be applied for late payment of undisputed invoices or parts of invoices at
the rate of 1% per month, compound effect. The additional interest charge will be
invoiced on a monthly basis.
2.4 WITHHOLDING TAX
In the event of NOV Elmar supplying equipment or persons in a location where NOV
Elmar is required to withhold taxes from gross income the Client accepts that the
withholding of taxes will be the Clients sole expense.
2.5 DELIVERY
At the time of quoting ,in working weeks, EXW from the location indicated in the quote
in accordance with the latest edition of Incoterms, from receipt of full and final
instructions and binding purchase order being acknowledged by NOV Elmar. Delivery
quoted is subject to prior sales and production commitments at time of order placement.
Urgent orders may be subject to additional charges.
3
EXCEPTIONS FROM TERMS AND CONDITIONS CONTAINED IN NATIONAL

OILWELL VARCO LP AND ITS AFFILIATES TERMS AND CONDITIONS
3.1 CONFLICT
In the event of conflict between the provisions of this Article 3 and the provisions of
National Oilwell Varco L.P. And Its Affiliates Terms And Conditions in Exhibit A and the
provisions of this Article 3 shall prevail.
3.2 EUROPEAN COUNTRIES ONLY
Some raw material and parts are supplied under 'Customs Control', if equipment is
required to be under 'Free Circulation', then NOV Elmar must be notified in writing at
the time of any order.
3.3 PACKING
Equipment will be supplied suitably protected for domestic shipment. Export packing will
be charged extra at cost plus.
3.4 INSURANCE DURING TRANSIT
Equipment with a value less than US$ 10,000.00 is not insured. Equipment with a
value greater than US$ 10,000.00 can be quoted for insurance purpose (policy excess
US$ 10,000.00) if requested by Client at time of placing order.
3.5 QUALITY ASSURANCE
Goods manufactured in accordance with Quality Assurance Procedure BS EN ISO
9001. Other quality standards relevant to the quote are stated on the quote.
3.6 SPECIFICATION & AMENDMENTS

NOV Elmar reserves the right to revise and improve specifications without prior
notification. Amendments to specification will be quoted as required. NOV ELMAR is
not bound in any way by any information (or inference) or commitment regarding the
equipment and/or services provided by NOV ELMAR or any authorized agent of NOV
ELMAR (i.e. in brochures, web sites, specifications and other general information and
documentation), unless such information, inference or commitment forms part of the
agreement of these conditions.
3.7 CERTIFICATION AND DOCUMENTATION
QA3: Load Test, MPI Test, Pressure Test, Final Function Test and Manufacturer's
Certificate of Conformity Certificates are supplied as required.
QA4: Equipment specification and manufacturer is with reference to UK SI 913, API
Spec 6A and NACE MR-01-75 (if applicable). Third Party Certificate of Conformity or
manufacturing surveillance is included in the price.
QA5: A Design Review and Quality Plan can be provided prior to manufacturing for an
additional charge of US$550.00 per unit. Additional copies are available at US$90.00
each.
QA6: A Data Book containing all material, valves, gauges data sheets and certification
can be provided for an additional charge of US$550.00 per unit. Additional copies are
available at US $90.00 each.
QA7: An Operation and Maintenance Manual will be supplied with the equipment.
Additional copies are available at US$90.00.
3.8 WARRANTY
NOV Elmar guarantees all quoted equipment and materials delivered for a period of
twelve months from EXW delivery against any and all design, materials and
manufacturing defects. In case of identification of a fault, NOV Elmar is to be notified
immediately, but in any case within 14 days by facsimile or e-mail concerning the
nature of the defect. Upon agreement of defect being subject to guarantee, NOV Elmar
will repair defects free of charge on EXW conditions. Expenses which are not related
to the repair of design, materials and manufacturing defects, like, but not limited to,
travel and related expenses, flight tickets, hotel charges, etc., will be for account of the
Client. Alternatively upon agreement with NOV Elmar prior to the commencement of
repairs the Client may be reimbursed against costs of necessary local repairs by a
vendor approved by NOV Elmar to a level agreed to with NOV Elmar or NOV Elmar
may choose to replace the equipment wholly. This guarantee is subject to the
following:
The Client has accepted and paid for the equipment and materials in question.
The defect concerned is not due to, nor related to, operational, transportation,
storage or other traumatic damage.
The defect concerned is not related to equipment wear-and-tear.
The equipment has not been modified, altered, or in any way affected by changes
not authorized by NOV Elmar
NOV Elmar retains the right to inspect (also using appointed agents) the equipment
prior to acceptance of guarantee liability.
The equipment concerned has been used according to NOV Elmar instructions and
within NOV Elmar operation specifications. In case NOV ELMAR has reasonable
suspicion of incorrect use, evidence to the contrary is to be provided by the Client.
The equipment concerned has been maintained according to NOV ELMAR
maintenance procedures using NOV Elmar listed spare parts, or otherwise NOV
Elmar approved spare parts and consumables. The evidence hereto is to be
provided by the Client.
The Client will remain responsible for all transport and associated costs for
equipment
movement to and from the nearest NOV Elmar location where required.
In the case of hoses, the guarantee period is three months from date of despatch of
the equipment from NOV Elmars premises. NOV Elmar shall repair or at ASEP
Elmars sole discretion replace the hoses or defective part thereof.
CONTINUED
Page 13
NOV Elmar's total cumulative liability in any way arising from or pertaining to any
equipment, materials or services provided or required to be provided hereunder, shall
not in any case exceed the purchase price paid by Buyer of such equipment, materials
or services. NOV Elmar shall have no liability for special, indirect, consequential,
incidental or other damages arising from any breach of contract or tort.
THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON
THE FACE HEREOF. THIS WARRANTY IS GIVEN EXPRESSLY AND IN PLACE OF
ALL OTHER EXPRESS OR IMPLIED WARRANTIES AND ALL IMPLIED
WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR PARTICULAR
PURPOSE ARE DISCLAIMED NOV Elmar does not provide original manufacturers
information other than NOV Elmar part numbers.
3.9 MINIMUM ORDER VALUE
A minimum order value (not including packing and freight etc) of US$100.00 will apply.
3.10 DRAWINGS
NOV Elmar considers all drawings proprietary information and will only provide general
arrangement drawing, hydraulic, pneumatic, and electric schematics, and a parts list.
NOV Elmar does not provide original manufacturers information other than NOV Elmar
part numbers
3.14 ASSIGNATION
The Client may not assign a contact with Elmar or any part or benefit under it.
3.15 SUPPLY TO COMPETITION OF NOV ELMAR
NOV Elmar reserves the right to terminate an agreement where there is reason to
believe that equipment covered by the agreement is being supplied to the competition
of NOV Elmar. Under such circumstances, any purchase order or acknowledgement
will be considered null and void. For the avoidance of doubt, NOV Elmar will comply
with relevant Antitrust legislation.
3.16 HIRING OF NOV ELMARS EMPLOYEES
Client agrees not to discuss potential employment with any employee of NOV Elmar or
any person who has left the employment of NOV Elmar less than 3 months prior to
the discussion, whether or not that person has approach client or vice versa. Should
client employ a person who has within 3 months been an employee of NOV Elmar then
client will pay NOV Elmar the fee of the equivalent of 4 months base salary of the exemployee in question.
3.11 CLIENTS INSTRUCTIONS, SPECIFICATIONS, DRAWINGS, ETC.

3.11.1 Where goods are manufactured or supplied or work is executed in accordance
with
instructions, specifications, drawings, particulars, patterns or models supplied by or on
behalf of Client or prepared to these requirements, the following subsections are
applicable.
3.11.2 NOV Elmar accepts no responsibility for the suitability, safety, correctness nor
accuracy of the aforesaid instructions, etc., nor for the suitability, safety, correctness or
fitness for purpose of any resulting equipment and/or service.
3.11.3 If NOV Elmar considers the design, materials or manufacturing process to be
inadequate or impractical to comply with the contract, NOV Elmar reserves the right to
cancel the contract. In such an event, the Client will be held responsible for any and all
equipment and/or services supplied or manufactured and for any work done pursuant to
the contract.
3.11.4 The Client is to obtain at his own expense any necessary license or consent in
respect of patent rights, copyrights or trade marks and is to indemnify NOV Elmar
against all liability, claims, damages, costs and expenditure whatsoever arising from or
in respect of any infringement of patent rights, copyrights or trade marks or passing off
occasioned by or resulting from compliance with the Clients express or implied
instructions.
3.12 CARRIAGE CHARGES, LICENSES, PERMITS, INSURANCE.
3.12.1 Unless otherwise provided in the contract, all equipment and/or services shall be
delivered by NOV Elmar EXW. The client shall be responsible for the carriage and
associated insurance for all equipment, and the travel and related expenses for
personnel providing services, including the costs of any required license, permit or
consent related to the supply, transport, export or delivery of the equipment and/or
services. In the event of these costs being incurred by NOV Elmar on behalf of the
Client, these payments shall be additional to the contract price of the equipment and/or
services and subject to the same conditions.
3.12.2 If any such license, permit or consent is not obtained or is delayed so as to
prevent
shipment or delivery of the contractual equipment and/or services, the Client shall
remain liable for payment of the equipment and/or services as per the date of ex-works
release. In the event of cancellation of shipment due to the inability of the Client to
procure the required permits, the Client will pay for any equipment and/or services
available for delivery or shipment pursuant to the contract.
3.13 TERMINATION
NOV Elmar may terminate any and all contracts with the Client if:
3.13.1 The Client should be declared bankrupt, notour bankrupt or have his estate
sequestered or be practically or absolutely insolvent or being a company be in
liquidation (other than a members voluntary liquidation for the purposes of an
amalgamation or reconstruction) or have a receiver appointed in respect of any of its
property or undertaking if the Client should in any way make any composition or
arrangement with its creditors;
3.13.2 The Client should be in material breach of any of these General Terms and
Conditions. NOV Elmars right under this clause shall be to terminate immediately any
and all contracts with the Client without prejudice to its right to claim all losses it
suffers by reason of such termination.
CONTINUED
Page 14
EXHIBIT A
NATIONAL OILWELL VARCO, L.P. AND ITS AFFILIATES
TERMS AND CONDITIONS FOR THE PROVISION OF EQUIPMENT, PARTS, SERVICES OR RENTAL
1. ACCEPTANCE
Orders or other requests, whether oral or written, for the supply or sale of machinery or
equipment (Equipment), or for the supply or sale of spare or replacement parts
(Parts), or for the provision of services (Services), or for the rental of machinery or
equipment (Rental) to be provided by National Oilwell Varco, L.P., on behalf of itself
and its divisions and subsidiaries, or by its affiliates (Seller) to its customers (each a
Buyer) (the Order(s)) are subject to Sellers written acceptance by an authorized
representative of Seller and any Orders so accepted will be governed by (a) the terms
and conditions stated in these Terms and Conditions for provision of Equipment, Parts,
Services or Rental (the Terms and Conditions); (b) the written proposal submitted by
Seller to Buyer (Proposal), if any; (c) the written order acknowledgment issued by
Seller to Buyer (Acknowledgment), if any; and, (d) any change orders identified as
such and agreed to in writing by Seller (the Order, Terms and Conditions, Proposal,
Acknowledgment, and any such change order, and any such additional terms as agreed
to in writing by an authorized representative of Seller collectively referred to herein as
the Agreement). Buyers submission of a purchase order (or other similar document)
shall be deemed to be an express acceptance of these Terms and Conditions
notwithstanding language in Buyers purchase order (or other similar document)
inconsistent herewith, and any inconsistent language in Buyers purchase order (or
other similar document) is hereby rejected. Buyers purchase order (or other similar
document) is incorporated in this Agreement, only to the extent of specifying the nature
and description of the Equipment, Parts, Services or Rental and then only to the extent
consistent with the Proposal or Acknowledgment. In the event of any conflict between a
Proposal and an Acknowledgement, the Acknowledgment shall prevail.
In the event Buyer is unable to accept delivery of goods when tendered, Seller may, at
its option, arrange for storage of the goods at Buyers sole risk and Buyer shall be
liable to Seller for the reasonable cost of such storage. This provision is without
prejudice to any other rights which Seller may have with respect to Buyer's failure to
take delivery of goods, which includes the right to invoice Buyer for the goods. Buyer
agrees that title to the stored goods will transfer to Buyer upon invoicing
notwithstanding Buyer's inability to accept delivery and that Buyer assumes all risk of
loss or damage to the goods from the date title passes to Buyer. Buyer is responsible
for all shipping costs from Sellers premises to the location as designated by the Buyer.
All shipping costs for the return of goods from the location specified by Buyer to
Sellers premises shall also be for Buyers account.
2. PRICES
Prices of Equipment, Parts, Services or Rental shall be as stated in the Proposal or
Acknowledgment, or if there is no Proposal or Acknowledgment, as otherwise agreed to
in writing by Seller. Unless otherwise specified, all prices contained in a Proposal are
valid for 60 days from date of issue of the Proposal. All price quotations are EXW
Seller's premises (INCOTERMS 2000), or as agreed per the Proposal or
Acknowledgement and are subject to change without notice. All sales, use, rental,
import, excise and like taxes, whether foreign or domestic, shall be charged to and
borne by Buyer. Seller bears no responsibility for any consular fees, fees for legalizing
invoices, certificates of origin, stamping bills of lading, or other charges required by the
laws of any country of destination, or any fines imposed due to incorrect declarations.
Charges will be added for factory preparation and packaging for shipment. Minimum
freight and invoice charges in effect at the time of the Order shall apply. If by reason of
any act of government, the cost to Seller of performing its obligations hereunder is
increased, such increase
shall be added to the quoted price.
6. CANCELLATION
Orders placed by Buyer and accepted by Seller may be cancelled only with the
consent of Seller and will subject Buyer to cancellation charges. All of Sellers
documents, drawings and like information shall be returned to Seller upon Buyers
request for cancellation. No Orders may be cancelled subsequent to delivery or
shipment, whichever occurs earlier. As estimated actual damages, Buyer agrees to
pay Seller the greater of Seller's actual costs incurred prior to cancellation plus a
reasonable profit, or the following minimum cancellation charges:
a) 30% of Agreement value if canceled 30 or more days prior to the original
delivery/shipment date;
b) 50% of the Agreement value if canceled thereafter; or
c) 100% of the value of any non-standard items (which are items not built for stock or
built to customer specifications).
In the event of Rental, minimum rental charges as stated in the Proposal will apply.
Buyer shall verify the amount of the cancellation charges prior to cancelling an order.
3. PAYMENT TERMS
Unless alternate payment terms are specified and agreed to by Seller in writing, all
charges, including applicable packing and transportation costs, billed by Seller are
payable within net 30 days of the date of invoice. Seller reserves the right to modify or
withdraw credit terms at any time without notice. Unless otherwise specified, all
payments are due in the currency specified in Seller's Proposal, Acknowledgment
and/or invoice. Interest shall be due from Buyer to Seller on overdue accounts at the
maximum rate allowed by law. When partial shipments are made, the goods will be
invoiced as shipped and each invoice will be treated as a separate account and be
payable accordingly. Payment for goods is due whether or not technical documentation
and/or any third party certifications are complete at the time of shipment. Seller shall be
entitled to recover all reasonable attorneys fees and other costs incurred in the
collection of overdue accounts. Seller reserves the right, where a genuine doubt exists
as to Buyers financial position or if Buyer is in default of any payment obligation, to
suspend delivery or performance of any Agreement or any part thereof without liability
and without prejudice to, and without limitation of, any other remedy available to Seller
until Buyer cures the default or satisfactory security for payment has been provided.
Seller shall have the option to extend the delivery date by a time at least equal to the
period of such suspension. In the event of Rental, should Buyer default in meeting any
of the terms hereunder for any reason, Seller has the right to retrieve all Rentals as
detailed in the Proposal and also to collect rental payments due. If Buyer elects to
exercise a purchase option for Rental equipment, rental charges will be incurred and
will be invoiced until the later of; (i) the end of the agreed rental period; or (ii) 30 days
prior to the receipt of total purchase price and all other rental amounts due.
4. DELIVERY
Unless otherwise agreed to by Seller in writing, delivery terms shall be EXW Sellers
premises (INCOTERMS 2000), except to the extent modified by these Terms and
Conditions. Where goods are to be supplied from stock, such supply is subject to
availability of stocks at the date of delivery. Partial shipments may be made as agreed
to by Buyer and Seller. Stated delivery dates are approximate only and cannot be
guaranteed. Seller shall have no liability for damages arising out of the failure to keep a
projected delivery date, irrespective of the length of the delay.
5. FORCE MAJEURE
If either party is unable by reason of Force Majeure to carry out any of its obligations
under this Agreement, other than the obligations to pay money when due and
indemnification obligations assumed hereunder, then on such party giving notice and
particulars in writing to the other party within a
reasonable time after the occurrence of the cause relied upon, such obligations shall
be suspended. Force Majeure shall include acts of God, laws and regulations,
government action, war, civil disturbances, strikes and labor problems, delays of
vendors, carriers, lightening, fire, flood, washout, storm, breakage or accident to
equipment or machinery, shortage of raw materials, and any other causes that are not
reasonably within the control of the party so affected. Seller shall be paid its applicable
standby rate, if any, during any such Force Majeure event.
7. TITLE AND RISK OF LOSS

For purchased goods, ownership and risk of loss pass to Buyer upon the earlier of (a)
Seller's delivery of the goods, or (b) invoicing by Seller for the goods where Buyer is
unable to accept delivery on the scheduled date. Seller retains a security interest in
the goods until the purchase price has been paid, and Buyer agrees to perform upon
request all acts required to secure Seller's interest. Seller accepts no responsibility for
any damage, shortage or loss in transit. Seller will attempt to pack or prepare all
shipments so that they will not break, rust or deteriorate in shipment, but Seller does
not guarantee against such damage. Claims for any damage, shortage or loss in
transit must be made by Buyer on the carrier.
In the event of Rental, Buyer assumes all risk and liability whether or not covered by
insurance, for loss or damage to the Rental machinery or equipment. Risk and liability
passes to Buyer upon delivery by Seller. Title to Rental machinery or equipment shall
remain with Seller at all times. Buyer acquires no ownership, title or property rights to
the Rental machinery or equipment except the right to use the Rental machinery or
equipment subject to the terms of this Agreement.
8. LIMITED WARRANTY
New Equipment/Parts. In the case of the purchase of new Equipment/Parts, and
solely for the benefit of the original user, Seller warrants, for a period of eighteen (18)
months from delivery or twelve (12) months from installation, whichever is earlier, that
new Equipment/Parts of its own manufacture shall conform to the material and
technical specifications set forth in the Agreement. Goods manufactured by others are
sold "as is" except to the extent the manufacturer honors any applicable warranty
made by the manufacturer. Secondhand goods are sold "as is". If the new
Equipment/Parts fail to conform with such specifications upon inspection by Seller,
Seller will, at its option and as Buyers sole remedy, either repair or replace such
defective Equipment/Parts with the type originally furnished.
Page 15
CONTINUED
Remanufactured to As New Equipment/Parts. Seller warrants to Buyer, that for a
period of six (6) months from the date of delivery by Seller or installation of the
Equipment/Parts, whichever is earlier, that reconditioned to as new Equipment/Parts
will be free from defects in material and workmanship. If the reconditioned to as new
Equipment/Parts fail to conform with such warranty upon inspection by Seller, Seller
will, at its option and as Buyers sole remedy, either repair or replace such defective
Equipment/Parts with the type originally furnished.
Overhauled Equipment/Parts. Seller warrants that for a period of four (4) months from
the date of delivery by Seller or three (3) months from installation, whichever is earlier,
that overhauled Equipment/Parts will be free from defects in workmanship. If the
overhauled Equipment/Parts fail to conform with such warranty upon inspection by
Seller, Seller will, at its option and as Buyers sole remedy, either repair or replace such
defective Equipment/Parts with the type originally furnished. This warranty expressly
assumes that parts normally considered consumables (including, but not limited to
rubber goods, seals (rubber, polymer and/or metallic) and/or bearings, are replaced
during overhaul. If Buyer requests that such parts not be replaced, Seller hereby
disclaims any warranty for said overhauled Equipment/Parts.
Service. Seller warrants that the Services to be provided pursuant to this Agreement
shall conform to the material aspects of the specifications set forth in the Agreement.
Seller shall re-perform that part of the non-conforming Services, provided Seller is
notified by Buyer prior to Sellers departure from the worksite.
Rental. Seller warrants that the Rental equipment to be provided pursuant to this
Agreement shall conform to the material aspects of the specifications set forth in the
Agreement. Provided Seller is notified by Buyer prior to Sellers departure from the
worksite, Seller shall repair or replace non-conforming Rental equipment. In the event
of failure or other non-performance of Sellers Rental equipments contributing to loss of
hole, rental rates will apply during re-drill to equivalent TD.
Sellers warranty obligations hereunder shall not apply if non-conformity or failure was
caused by (a) Buyers failure to properly store or maintain the equipment or parts; (b)
the unauthorized modification, repair or service of the equipment or parts by Buyer; (c)
utilization of replacement parts not manufactured by Seller; or (d) use or handling of the
equipment by Buyer in a manner inconsistent with Sellers recommendations. Further,
Sellers warranty obligations under this Article 8 shall terminate if (a) Buyer fails to
perform its obligations under this or any other Agreement between the parties, or (b) if
Buyer fails to pay any charges due Seller. Any third party warranties provided on
equipment or parts not manufactured by Seller are assigned to Buyer, without recourse,
at the time of delivery, provided such warranties are assignable.
THIS ARTICLE 8 SETS FORTH BUYERS SOLE REMEDY AND SELLERS
EXCLUSIVE OBLIGATION WITH REGARD TO NON-CONFORMING EQUIPMENT,
PARTS, SERVICES OR RENTAL. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED PURSUANT TO THE PROVISIONS OF THIS ARTICLE 8, SELLER
MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND,
EXPRESS OR IMPLIED, AND SELLER DISCLAIMS THE IMPLIED WARRANTIES OF
MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9. CHANGES
Seller expressly reserves the right to change, discontinue or modify the design and
manufacture of its products without obligation to furnish, retrofit or install products
previously or subsequently sold.
10. RETURN OF MAKE TO STOCK GOODS
With Sellers written approval, unused, incorrectly shipped or Made to Stock goods
ordered incorrectly, in new condition and of current manufacture and catalog
specifications may be returned by Buyer for credit (subject to a restocking fee),
provided written request is received within one (1) year after the purchase date. Nonstandard goods are not returnable for credit and such goods shall only be accepted for
return with the prior written agreement of Seller. Requests for return of goods must
show the original purchase order number, invoice number, description of material, and
date of purchase. Return of goods does not relieve Buyer of the obligation to make
payment against Sellers invoice, and any credit or refund allowed will be issued
following Sellers receipt of the goods. The credit allowed on returned goods, if any, is
a merchandise credit and is applicable only against future purchases of Seller goods.
The credit given will be solely in Seller's discretion and may be based on the original or
a subsequently adjusted price. A charge will be assessed to clean-up, refinish and
restock the goods, if applicable. No rubber or electronic products or components may
be returned for credit after six (6)
months from date of purchase.
11. LIABILITIES, RELEASES AND INDEMNIFICATION
For purpose of this Article11, the following definitions shall apply:
Seller Group shall mean (i) Seller, its parent, subsidiary or related companies, (ii) its
and their working interest owners, co-lessees, co-owners, partners, joint venturers, if
any, and their respective parents, subsidiary or related companies and (iii) the officers,
directors, employees, consultants, agents and invitees of all of the foregoing.
Claims shall mean all claims, demands, causes of action, liabilities, damages,
judgments, fines, penalties, awards, losses, costs, expenses (including, without
limitation, attorneys fees and costs of litigation) of any kind or character arising out of,
or related to, the performance of or subject matter of this Agreement (including, without
limitation, property loss or damage, personal or bodily injury, sickness, disease or
death, loss of services and/or wages, or loss of consortium or society).
a) Seller shall release, indemnify, defend and hold Buyer Group harmless from and
against any and all Claims in respect of personal or bodily injury to, sickness, disease
or death of any member of Seller Group or Seller Groups subcontractors or their
employees, agents or invitees, and all Claims in respect of damage to or loss or
destruction of property owned, leased, rented or hired by any member of Seller Group
or Seller Groups subcontractors or their employees, agents or invitees.
b) Buyer shall release, indemnify, defend and hold Seller Group harmless from and
against any and all Claims in respect of personal or bodily injury to, sickness, disease
or death of any member of Buyer Group or Buyer Groups other contractors or their
employees, agents or invitees, and all Claims in respect of damage to or loss or
destruction of property owned, leased, rented or hired by any member of Buyer Group
or Buyer Groups other contractors or their employees, agents or invitees.
c) Each party covenants and agrees to support the mutual indemnity obligations
contained in Paragraphs (a) and (b) above, by carrying equal amounts of insurance (or
qualified self insurance) in an amount not less than U.S. $5,000,000.00.
d) Notwithstanding anything contained in this Agreement to the contrary, in all
instances where Seller is providing Services at a wellsite, Buyer, to the maximum
extent permitted under applicable law, shall release, indemnify, defend and hold Seller
Group and Seller Group subcontractors harmless from and against any and all Claims
asserted by or in favor of any person or party, including Seller Group, Buyer Group or
any other person or party, resulting from: (i) loss of or damage to any well or hole
(including but not limited to the costs of re-drill), (ii) blowout, fire, explosion, cratering or
any uncontrolled well condition (including but not limited to the costs to control a wild
well and the removal of debris), (iii) damage to any reservoir, geological formation or
underground strata or the loss of oil, water or gas therefrom, (iv) pollution or
contamination of any kind (other than surface spillage of fuels, lubricants, rig sewage
or garbage, to the extent attributable to the negligence of Seller Group, including but
not limited to the cost of control, removal and clean-up, or (v) damage to, or escape of
any substance from, any pipeline, vessel or storage facility.
e) NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE
CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER AND EACH
PARTY RELEASES THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE,
EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSSES (WHETHER
FORESEEABLE AT THE DATE OF THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION, DAMAGES FOR LOST PRODUCTION, LOST REVENUE, LOST
PRODUCT, LOST PROFIT, LOST BUSINESS OR BUSINESS
OPPORTUNITIES.
f) Sellers total liability for all claims, damages, causes of action, demands, judgments,
fines, penalties, awards, losses, costs and expenses (including attorneys fees and
cost of litigation) shall be limited to and shall not exceed the value of the Equipment,
Parts, Services or Rental purchased under the Agreement.
g) THE EXCLUSIONS OF LIABILITY, RELEASES AND INDEMNITIES SET FORTH
IN PARAGRAPHS A. THROUGH F. OF THIS ARTICLE 11 SHALL APPLY TO ANY
CLAIM(S), LOSSES OR DAMAGES WITHOUT REGARD TO THE CAUSE(S)
THEREOF, INCLUDING BUT NOT LIMITED TO PRE-EXISTING CONDITIONS,
WHETHER SUCH CONDITIONS BE PATENT OR LATENT, THE
UNSEAWORTHINESS OF ANY VESSEL OR VESSELS, IMPERFECTION OF
MATERIAL, DEFECT OR FAILURE OF PRODUCTS OR EQUIPMENT, BREACH OF
REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED),
ULTRAHAZARDOUS ACTIVITY, STRICT LIABILITY, TORT, BREACH OF
CONTRACT, BREACH OF DUTY (STATUTORY OR
OTHERWISE), BREACH OF ANY SAFETY REQUIREMENT OR REGULATION, OR
THE NEGLIGENCE OR OTHER LEGAL FAULT OR RESPONSIBILITY OF ANY
PERSON (INCLUDING THE INDEMNIFIED OR RELEASED PARTY), WHETHER
SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE.
h) Redress under the indemnity provisions set forth in this Article 11 shall be the
exclusive remedy(ies) available to the parties hereto for the matters, claims, damages
and losses covered by such provisions.
12. INSURANCE
Upon written request, each party shall furnish to the other party certificates of
insurance evidencing the fact that the adequate insurance to support each partys
obligations hereunder has been secured. To the extent of each partys release and
indemnity obligations expressly assumed by each party hereunder, each party agrees
that all such insurance policies shall, (a) be primary to the other partys insurance; (b)
include the other party, its parent, subsidiary and affiliated or related companies, and
its and their respective officers, directors, employees, consultants and agents as
additional insured; and, (c) be endorsed to waive subrogation against the other party,
its parent, subsidiary and affiliated or related companies, and its and their respective
officers, directors, employees, consultants and agents.
Buyer Group shall mean (i) Buyer, its parent, subsidiary or related companies, (ii) its
and their working interest owners, co-lessees, co-owners, partners, joint venturers, if
any, and their respective parents, subsidiary or related companies and (iii) the officers,
directors, employees, consultants, agents
and invitees of all of the foregoing.
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CONTINUED
13. GOVERNING LAW
Except for Equipment, Parts, Services or Rental provided, or to be provided, by Seller in
North or South America (the Americas), this Agreement shall be governed by and
interpreted in accordance with the laws of England and Wales, excluding conflicts and
choice of law principles.
For Equipment, Parts, Services or Rental provided, or to be provided, by Seller in the
Americas, this Agreement shall be governed by and interpreted in accordance with the
substantive laws of the State of Texas, excluding conflicts and choice of law principles.
Seller retains the right to arbitrate any all disputes that may arise in connection with the
provision of the Equipment, Parts, Services or Rental.
14. OWNERSHIP AND PATENT INDEMNITY
All software used in connection with the Equipment, Parts, Services or Rental, either
purchased or rented from Seller, is copyrighted and owned by Seller and licensed to
Buyer. Seller warrants that the use or sale of Equipment or Parts hereunder will not
infringe patents of others by reason of the use or sale of such Equipment or Parts per
se, and hereby agrees to hold Buyer harmless against judgment for damages for
infringement of any such patent, provided that Buyer shall promptly notify Seller in
writing upon receipt of any claim for infringement, or upon the filing of any such suit for
infringement, whichever first occurs, and shall afford Seller full opportunity, at Sellers
option and expense, to answer such claim or threat of suit, assume the control of the
defense of such suit, and settle or compromise same in any way Seller sees fit. Seller
does not warrant that such Equipment or Parts: (a) will not infringe any such patent
when not of Seller's manufacture, or specially made, in whole or in part, to the Buyers
design specifications; or (b) if used or sold in combination with other materials or
apparatus or used in the practice of processes, will not, as a result of such combination
or use, infringe any such patent, and Seller shall not be liable and does not indemnify
Buyer for damages or losses of any nature whatsoever resulting from actual or alleged
patent infringement arising pursuant to (a) and (b) above.
THIS ARTICLE STATES THE ENTIRE RESPONSIBILITY OF SELLER CONCERNING
PATENT INFRINGEMENT.
15. REGULATORY COMPLIANCE
By acceptance of delivery under this Agreement, Buyer warrants it has complied with all
applicable governmental, statutory and regulatory requirements and will furnish Seller
with such documents as may be required. Seller warrants and certifies that in the
performance of this Agreement, it will comply with all applicable statutes, rules,
regulations and orders, including laws and regulations pertaining to labor, wages, hours
and other conditions of employment, and applicable price ceilings if any. Seller will not
provide any certification or other documentation nor agree to any contract provision or
otherwise act in any manner which may cause Seller to be in violation of applicable
United States law, including but not limited to the Export Administration Act of 1979 and
regulations issued pursuant thereto. All Orders shall be conditional upon granting of
export licenses or import permits which may be required. Buyer shall obtain at its own
risk any required export license and import permits and Buyer shall remain liable to
accept and pay for material if licenses are not granted or are revoked.
16. CONFIDENTIAL INFORMATION
Each party recognizes and acknowledges that it shall maintain all data, information,
disclosures, documents, drawings, specifications, patterns, calculations, technical
information and other documents (collectively, "Confidential Information") obtained from
the other party in strict confidence. However, nothing hereinabove contained shall
deprive the party receiving the Confidential Information of the right to use or disclose
any information: (a) which is, at the time of disclosure, known to the trade or public; (b)
which becomes at a later date known to the trade or the public through no fault of the
party
receiving the Confidential Information and then only after said later date; (c) which is
possessed by the party receiving the Confidential Information, as evidenced by such
partys written records, before receipt thereof from the party disclosing the Confidential
Information; (d) which is disclosed to the party receiving the Confidential Information in
good faith by a third party who has an independent right to such information; (e) which
is developed by the party receiving the Confidential Information as evidenced by
documentation, independently of the Confidential Information; or, (f) which is required
to be disclosed by the party receiving the Confidential Information pursuant to an order
of a court of competent jurisdiction or other governmental agency having the power to
order such disclosure, provided that the party receiving the Confidential Information
uses its best efforts to provide timely notice to the party disclosing the Confidential
Information of such order to permit such party an opportunity to contest such order. In
the event that Seller owns copyrights to, patents to or has filed patent applications on,
any technology related to the Equipment, Parts, Services or Rental furnished by Seller
hereunder, and if Seller makes any improvements on such technology, then Seller shall
own all such improvements, including drawings, specifications, patterns, calculations,
technical information and other documents.
17. INDEPENDENT CONTRACTOR

It is expressly understood that Seller is an independent contractor, and that neither
Seller nor its principle, partners, employees or subcontractors are servants, agents or
employees of Buyer. In all cases where Sellers employees (defined to include Sellers
and its subcontractors, direct, borrowed, special, or statutory employees) are covered
by the Louisiana Workers Compensation Act. La. R.S. 23:102 et seg., Seller and
Buyer agreed that all Equipment, Parts, Services or Rental provided by Seller and
Sellers employees pursuant to this Agreement are an integral part of and are essential
to the ability of Buyer to generate Buyers goods, products, and services for the
purpose of La. R.S. 23:106(A) (1). Furthermore, Seller and Buyer agree that Buyer is
the statutory employer of all of Sellers employees for the purpose of La. R.S.
23:1061(A) (3).
18. ADDITIONAL RENTAL TERMS AND CONDITIONS
Unless otherwise indicated, the rental rates contained in Sellers Proposal are on a per
day basis and such rates shall apply to each piece of equipment or part rented. Seller
represents that it has fully inspected the Rental equipment and parts as detailed in the
Agreement and that said equipment and parts are in good condition and repair, and
are fully acceptable for use as specified in the Agreement. Furthermore, Seller
represents that the Rental equipment and parts are not subject to any encumbrances
or liens, and that Seller has full title to the equipment and parts, and thus, Seller is
authorized to enter into and execute this Agreement.
Buyer represents that it shall use the Rental equipment and parts in a careful and
proper manner and shall comply with all laws, ordinances and regulations relating to
the possession, use and maintenance of the equipment and parts in accordance with
Seller's approved procedures. In the event the parties agree that the Buyer shall
operate the Rental equipment and parts, Buyer further represents that the Rental
equipment and parts will be operated by skilled employees trained in the use of the
Rental equipment and parts. Buyer shall keep the Rental equipment and parts free and
clear of all liens and encumbrances arising in connection with Buyers operations
and/or use of the Rental equipment and parts. Buyer, at its sole cost, shall provide
and maintain insurance against the loss, theft, damage or destruction of the Rental
equipment and parts. The coverage shall be in an amount not less than the new
replacement price of the Rental equipment and parts. NOV shall provide equipment
and parts prices
at execution of this Agreement.
At the expiration of the applicable rental term, Buyer will at its sole cost return the
Rental equipment to the facility designated by Seller, in working condition (reasonable
wear and tear excepted). Upon receipt of the returned Rental equipment, Seller will
service and inspect the Rental equipment. In the event Seller determines that the
Rental equipment is materially damaged or not in working condition (reasonable wear
and tear excepted), any service work required to bring the Rental equipment to good
working condition will be charged back to the Seller. Such charges may include
service, inspection, and spare parts.
19. GENERAL
Failure of Buyer or Seller to enforce any of the terms and conditions of this Agreement
shall not prevent a subsequent enforcement of such terms and conditions or be
deemed a waiver of any subsequent breach. Should any provisions of this Agreement,
or portion thereof, be unenforceable or in conflict with applicable governing country,
state, province, or local laws, then the validity of the remaining provisions, and portions
thereof, shall not be affected by such unenforceability or conflict, and this Agreement
shall be construed as if such provision supersedes all prior oral or written agreements
or representations. Buyer acknowledges that it hast not relied on any representations
other than those contained in this Agreement. This Agreement shall not be varied,
supplemented, qualified, or interpreted by any prior course of dealing between the
parties or by any usage of trade and may only be amended by an agreement executed
by an authorized representative of each party.
Page 17
Company Certification
Page 18
Country of Origin of Raw Material & Manufacture/Assembly of Equipment

Statement
All raw material which would be supplied under the completion of this tender shall be sourced from
reputable European suppliers, all pressure retaining materials shall have full traceability conforming to the
quality and performance required by the engineering documentation.
NOV Elmar have manufacturing facilities in the following locations:
Calgary - Canada
Aberdeen UK
Dubai UAE
Houston USA
Singapore Asia
Groot Ammers The Netherlands
The equipment which would be supplied under
manufactured/assembled in the NOV Elmar facilities.
the
completion
of
this
tender
shall
be
We would welcome an inspection & audit of any if the NOV Elmar facilities at your convenience.
Page 19
Manufacturing Experience
Asep Elmar came together in 2009 under the NOV group.
Both companies began manufacturing in 1981, Elmar became synonymous with manufacture in high
quality Wireline pressure control equipment. ASEP became synonymous with manufacture of Wireline
units, both skid (Offshore) and truck mounted (Onshore).
Both companies previously, and as one company today provides the highest quality equipment to all
major service providers in the oil and gas industry.
We have capacity to manufacture multiple products, as detailed below in a variety of geographical areas
to enable local support to customers.
Page 20
Customer Experience
NOV Elmar have provided equipment to the oil & gas industry since 1981, these companies range across
a broad spectrum and include practically all major and a vast majority of minor service companies. Also
included are major oil and gas companies themselves such and Shell, Exon, Chevron, ENI, Cairn,
McMoran.
Listed here is a selection of our customers.
Page 21
Page 22

QTE-28729 Victoria Lake Oman - Slickline Package

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NOV Elmar

the Complete Wireline Solution

Well Service and Completion Solutions

2010 National Oilwell Varco

Commercial Confidential 2010 National Oilwell Varco

Victoria Lake Trading & Contracting Ent. LLC

Attn.: Mansoor Al Mahruqi

Date: 09 November 2014

Winches and Masts

Wireline Pressure Control

Pressure Control Equipment Strings

Wellhead Control Equipment

Combined Grease & Hydraulic Control Units

Commercial Confidential 2010 National Oilwell Varco

Commercial Confidential 2010 National Oilwell Varco

Victoria Lake Trading & Contracting Ent. LLC

+971 (4) 8100102

1. 3 Slickline PCE with 5 3/4"-4thd(4.000") Otis (O02) connection

Hydraulic Stuffing Box with 16" dia wheel .108" wire

Lubricator Section with integral unions, 4ft long

Lubricator Section with integral unions, 8ft long

Lubricator Section with integral unions, 8ft long 1/2"NPT port

Lubricator Dolly with 18" pneumatic wheels

Quick Test Sub

Hand Pump Assembly for Quick Test Sub

Galvanised Cage for Dual BOP

Single Hydraulic Compact BOP manifold block Q-Guide rams

Galvanised Cage for Single BOP

BOP Manifold Gauge kit w/0-10,000 psi Gauge

Hydraulic Actuator LW/SB/TC/3-BOP

Lifting Bail w/shackle

Test Cap 10K H2S 1/2" NPT port

Test Plug and Collar 10K H2S 1/2" NPT port

Line Wiper, Stuffing Box or Tool Catcher Hand Pump

Hydraulic Hose 1/4" x 100ft long with quick couplings *

Tool Trap or BOP Hand Pump

Hydraulic Hose 1/4" x 50ft long with quick couplings *

Y' Hose BOP Open

Y' Hose BOP Close

Commercial Confidential 2010 National Oilwell Varco

2. 4 Slickline PCE with 8 3/8"-4thd(5.250") Otis connection

Hydraulic Stuffing Box with 16" dia wheel .108" wire

Lubricator Section with integral unions, 4ft long

Lubricator Section with integral unions, 8ft long

Lubricator Section with integral unions, 8ft long 1/2"NPT port

Lubricator Dolly with 18" pneumatic wheels

Quick Test Sub

Hand Pump Assembly for Quick Test Sub

Galvanised Cage for Dual BOP

Single Hydraulic Compact BOP manifold block Q-Guide rams

Galvanised Cage for Single BOP

BOP Manifold Gauge kit w/0-10,000 psi Gauge

Hydraulic Actuator LW/SB/TC/3-BOP

Lifting Bail w/shackle

Test Cap 10K H2S 1/2" NPT port

Test Plug and Collar 10K H2S 1/2" NPT port

Line Wiper, Stuffing Box or Tool Catcher Hand Pump

Hydraulic Hose 1/4" x 100ft long with quick couplings *

Tool Trap or BOP Hand Pump

Hydraulic Hose 1/4" x 50ft long with quick couplings *

Y' Hose BOP Open

Y' Hose BOP Close

Commercial Confidential 2010 National Oilwell Varco