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AGREEMENT FOR PURCHASE OF GOODS

This Agreement for purchase of Goods (the “Agreement”) is made and entered into by and between:
Weatherford Oil Tool Middle East Limited, a company duly organized and existing under the laws of British
Virgin Islands, having its office at Muscat Bldg# 505/1, Way No# 246, 18 th November Street, Azaiba, P.O Box
1538, Muscat, Sultanate of Oman (“Weatherford, Hereinafter referred to as Company”)

and

Doht Al Shamookh Trading. LLC. Registered under the laws of Sultanate of Oman and having its registered
office in Ruwi (CR# 1796046), P.O Box: 3081 , Postal Code: 112, Muscat Oman (“Doht Al Shamookh,
Hereinafter referred as Supplier”)

Weatherford and the Supplier shall collectively be referred to as the Parties and individually as Party, as the
case may be.

WHEREAS, Weatherford is engaged in the provision of services and equipment in the oil and gas industry;

AND WHEREAS, Weatherford desires to engage the Supplier to provide Cement Class G & Pozzimix to
Weatherford;

WHEREAS, the Supplier is engaged in Chemical Supply and supply of Cement Class G & Pozzimix and is desirous
of supplying the Goods (hereinafter defined) to Weatherford;

NOW, THEREFORE, for and in consideration of the foregoing premises, Weatherford and the SUPPLIER agree
and consent to enter into this Agreement, under the following terms and conditions:

1. The SUPPLIER must supply the Goods to Weatherford in accordance with, and as specified in, this
Agreement. The terms and conditions herein shall have no effect other than in respect of
goods relating to an executed Agreement as mentioned in Appendix A. Subject to the
termination provisions in this Agreement, this Agreement will remain in force for the period
of 1 year from 1st of May 2018. Thereafter, the Agreement will be automatically renewed for
like terms unless or until terminated by either party giving the other party not less than one
(1) month’s written notice of termination at any time. Weatherford’s terms and conditions
contained herein shall take precedence over any conflicting terms and conditions contained in
SUPPLIER quotation, sales or service order or other documentation or printed form, notwithstanding
any language in SUPPLIER form or agreement to the contrary. If SUPPLIER includes or attaches any
different and/or additional terms in SUPPLIER executed acceptance of this Purchase Order, SUPPLIER
expressly agree that such execution constitutes an acceptance of these terms and conditions and a
binding contract will result solely upon Weatherford terms and conditions as stated in this Purchase
Order, which contract will not include SUPPLIER different and/or additional terms or conditions.

2. The Goods must:

(a) Match the description (including performance criteria, if any) specified in the Purchase Order.
If SUPPLIER gave Weatherford a sample of the Goods before SUPPLIER fulfilled the Order, the
Goods must correspond with the sample in addition to matching the description and no
substitution is permitted without Weatherford consent;

(b) be fit for the purpose for which goods of the same or similar kind are commonly supplied and
for any other purpose which Weatherford has made known to SUPPLIER;

(c) Be new and of merchantable quality unless otherwise stated in the Order;

(d) Comply with all applicable laws, regulations and industry standards; and
(e) Be delivered to the Delivery Point by the Delivery Date. SUPPLIER must promptly notify
Weatherford of any delays or potential delays to the manufacture, supply or delivery of the
Goods and take all steps reasonably necessary to minimize the effect of any such delay.

3. Weatherford has the right, to inspect and expedite the Goods in process of manufacture, in storage, in
transit, and upon delivery to assure compliance herewith. SUPPLIER agree to supply Weatherford
upon request or as needed with data, drawings, specifications, test results, quality documentation,
schedules and other documents and information in accordance with the documentation requirements
included in this Purchase Order. Where SUPPLIER invoices include compensation for work performed
for a reimbursable price, all costs, expenses and other amounts so invoiced will be substantiated and
supported by documents satisfactory to and verified by Weatherford. SUPPLIER will maintain for a
minimum period of five (5) years after final payment has been made to SUPPLIER under this Purchase
Order all records and accounts pertaining to this Purchase Order. Weatherford will have the right to
audit, copy and inspect, or cause to have audited, copied and inspected, SUPPLIER records and
accounts pertaining to performance under this Purchase Order at all reasonable times during the
course of performance hereunder and for a minimum period of five (5) years after final payment has
been made to SUPPLIER.

4. Weatherford agrees to pay SUPPLIER the Price so long as the Goods fully comply with the Order.
Unless the Purchase Order provides otherwise, the Price is fixed and is not subject to rise and fall and
is inclusive of:

(a) All charges for packaging, packing, insurance and delivery of the Goods by the Delivery Date
to the Delivery Point in accordance with the Order;

(b) Incorporating the Buyer’s Equipment into the Goods in accordance with the requirements
specified in the Order (if any); and
(c) all taxes, fees and charges imposed or levied on SUPPLIER or on SUPPLIER personnel by any
government bodies in Oman in connection with the provision of the Goods including, without
limitation, value added tax, business tax, corporate income tax, stamp duty, individual income
tax, payroll and employment taxes, all contributions payable by law, import or export
licenses, import and export taxes, customs duties, harbor dues, pilotage fees, port fees, wharf
fees and loading costs.
5. When submitting SUPPLIER invoice SUPPLIER must provide Weatherford with a tax invoice if the
invoice is subject to value added tax or any other similar local tax levied.

6. Weatherford will pay all invoices rendered to Weatherford by SUPPLIER under clause 5 in accordance
with the payment terms set out in the Purchase Order, except where Weatherford dispute the invoice
in which case:

(a) Weatherford will pay the undisputed part of the relevant invoice (if any) and dispute the
balance; and

(b) If the resolution of the dispute determines that Weatherford are to pay an amount to
SUPPLIER, Weatherford will pay that amount as soon as practicable after resolution of that
dispute.

7. Unless otherwise stated in the Order, title to the Goods (or part of the Goods) will pass to
Weatherford on the earlier of when Weatherford:-
(a) Take delivery of the Goods (or part of the Goods) at the Delivery Point; and

(b) Pay for the Goods (or part of the Goods).

Risk in the Goods will pass to Weatherford on delivery of the Goods at the Delivery Point.
8. SUPPLIER warrants that:
(a) SUPPLIER have complete ownership and title to the Goods free of any liens, charges and
encumbrances and will provide the Goods to Weatherford on that basis; and
(b) Weatherford will be entitled to clear, complete and quiet possession of the Goods; and

(c) All applicable customs or excise duties on the Goods have been paid.

9. SUPPLIER must effect and maintain all risks property insurance for the risk of loss or damage or
destruction to the Goods and the Buyer’s Equipment for an amount equal to 100% of their full
replacement or reinstatement value including cover while the Goods and the Buyer’s Equipment are in
transit or in temporary storage during the course of transit.
10. Except where the Purchase Order provides otherwise, SUPPLIER is responsible at SUPPLIER cost for
ensuring that the Goods are properly marked, packed and delivered by the Delivery Date and to the
Delivery Point. Such markings and packaging must include Weatherford name, the Purchase Order
number and otherwise be in compliance with government regulations and any requirements specified
in the Purchase Order. SUPPLIER acknowledges that the Delivery Date is critical and time is of the
essence of this Purchase Order. Failure to meet the Delivery Date constitutes a breach of this
Purchase Order. In the event of delay, or anticipated delay, from any cause, SUPPLIER will immediately
notify Weatherford in writing of the delay or anticipated delay, and its approximate duration, and will
undertake to shorten or make up the delay by all reasonable and expeditious means. If SUPPLIER fail
to meet the shipping or Delivery Date or progress requirements established in this Purchase Order
without Weatherford written approval, Weatherford may in such case, without penalty, cancellation
or other fee, and without prejudice to any of Weatherford other rights, cancel all or any part of the
Purchase Order and make such other arrangements as Weatherford may consider necessary.

11. Weatherford will not be deemed to have accepted any Goods until Weatherford has had a reasonable
time to inspect the Goods after delivery to the Delivery Point. Payment for the Goods or the signing
of delivery receipts before inspection does not constitute acceptance of the Goods and Weatherford
inspection of the Goods does not relieve SUPPLIER of SUPPLIER obligations under the Order. If upon
inspection Weatherford are not satisfied that the Goods comply in all respects with the Order,
Weatherford may issue a written notice to SUPPLIER rejecting the defective Goods and SUPPLIER
agree to take such steps as are necessary to ensure that the defective Goods comply with the Order.
Weatherford has the right to withhold any money otherwise due to SUPPLIER until such time as the
Goods comply with the Order. If SUPPLIER refuse to make good the defective Goods within a
reasonable time or if the Goods remain defective after SUPPLIER have made good, at Weatherford
option and request, SUPPLIER agree to:

(a) refund to Weatherford any payments made by Weatherford in respect of any defective Goods
that Weatherford reject; or

(b) Reimburse us, as a debt due and payable, for any expenses Weatherford incur in making good
any defective Goods.

12. Weatherford may immediately terminate the Order by notice in writing to SUPPLIER if:

(a) SUPPLIER fails to deliver the Goods to the Delivery Point by the Delivery Date;

(b) SUPPLIER do not comply with, or are in breach of, any of SUPPLIER other obligations under
the Order and such non-compliance or breach is not remedied within 14 days after
Weatherford request SUPPLIER to remedy it; or

(c) SUPPLIER is declared bankrupt, or an administrator is appointed to SUPPLIER or SUPPLIER


enters into a restructuring or any relevant petitions are filed with the appropriate Court in
respect to the same.

If Weatherford terminate the Order under this clause 12, in addition to any other remedies available
to Weatherford under applicable laws, Weatherford will not be obliged to make any further payment
to SUPPLIER and such termination will be without prejudice to any of Weatherford rights accrued
under the Order or otherwise before such termination.
13. Weatherford may terminate the Order at any time and for any reason (other than for any of the
reasons set out in clause 13) upon 48 hours written notice to SUPPLIER, in which case, SUPPLIER will
be paid for the Goods delivered to Weatherford prior to the date of termination. If, at the date of
termination, SUPPLIER have manufactured part of the Goods but they are incomplete, SUPPLIER must,
at Weatherford option and request, deliver those incomplete Goods to Weatherford and Weatherford
will pay SUPPLIER the reasonable value of those incomplete Goods as determined between SUPPLIER
and Weatherford. Such payment will constitute full and final compensation for loss or damage arising
from the termination including but not limited to loss of profit, loss of revenue, loss of income, loss of
opportunity, and any other indirect loss.

14. Weatherford may at any time, and from time to time, by notice in writing to SUPPLIER, direct a
variation to the Order, either by way of increase or decrease in the Goods, or by way of changes in the
character or quality of material or equipment to be supplied as part of the Goods. No variation
invalidates the Order and SUPPLIER must promptly comply with any direction given by Weatherford
under this clause 14. Weatherford will agree with SUPPLIER in writing the value of any variation to the
Order.

15. SUPPLIER warrants that the Goods will be free from any defects in design, performance, workmanship
and makeup, and will conform to the Order (including, without limitation, clause 2).

16. If, during the Warranty Period, Weatherford find any of the Goods to be defective, at Weatherford
option and request, SUPPLIER agrees to:

(a) Repair or replace (at Weatherford option) any defective Goods that Weatherford reject free
of charge and within a reasonable period specified by Weatherford; or

(b) Reimburse Weatherford for any expenses Weatherford incur in making good any defective
Goods (including the cost of returning any defective Goods to SUPPLIER).

17. SUPPLIER will be liable for, and will indemnify Weatherford and keep Weatherford indemnified from
and against any liability and/or any loss or damage of any kind suffered or incurred by Weatherford
whatsoever arising directly or indirectly from:

(a) Any breach of any warranty or any of the other terms and conditions of the Order by
SUPPLIER;

(b) any personal injury, illness or death to any person or damage to any property or any other
loss or damage of any kind whatsoever caused or contributed to by SUPPLIER carry out
SUPPLIER obligations under the Order;

(c) Any negligence or willful act or omission by SUPPLIER and/or any of SUPPLIER employees,
vendors or sub-contractors in connection with fulfilment of the Order;

(d) Any penalty imposed for breach of an applicable law in connection with SUPPLIER carrying
out SUPPLIER obligations under the Order;

(e) loss or damage to any plant, equipment, tools, appliances or other property owned, rented
or hired by SUPPLIER and used in connection with SUPPLIER carrying out SUPPLIER
obligations under the Order; and

(f) any claim that the Goods, anything SUPPLIER do in supplying Weatherford with the Goods, or
Weatherford use of the Goods infringes or allegedly in warrants, represents and covenants
that the design, fabrication, manufacture, production, sale, distribution and intended use of
the Goods do not infringe directly or indirectly, in whole or in part, any patent, copyright,
trade secret, trademark, trade name, or other intellectual property right, and Seller agrees to
release, defend, protect, indemnify and hold Buyer and Owner (if any), their affiliates, and
their respective directors, officers, employees, contractors, agents, suppliers, users,
successors, and assigns, harmless from and against any and all costs (including attorney fees
and court costs), expenses, fines, penalties, losses, damages, and liabilities arising out of any
alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual
property right infringement or other claim, demand or action arising from or related to the
design, fabrication, manufacture, production, sale, distribution or use of the Goods infringes
the intellectual property rights of any person,

except to the extent that any liability, loss or damage is solely and directly caused by Weatherford
willful misconduct or sole negligence.

18. Despite any provision to the contrary in the Order, and to the extent permitted under applicable law,
Weatherford will not be liable to SUPPLIER for any economic loss, loss of profit, loss of revenue, loss
of income, loss of goodwill, loss of opportunity or any other indirect loss incurred by SUPPLIER directly
or indirectly due to the performance (or failure to perform) or discharge of (or failure to discharge)
any obligation or duty arising out of or in connection with the Order by Weatherford.

19. SUPPLIER must not assign, transfer or novate any of the rights or obligations under the Order without
Weatherford prior written consent. Weatherford has the right to assign, transfer or novate any or all
of Weatherford obligations and rights under the Order.

20. SUPPLIER must not sub-contract SUPPLIER obligations under the Order without Weatherford prior
written consent to such arrangement. Sub-contracting does not relieve SUPPLIER from any liability or
obligation under the Order. SUPPLIER remains liable to Weatherford for the acts and omissions of any
sub-contractors, as if they are SUPPLIER acts or omissions.

21. Any notice, approval, consent or other communication in relation to the Order must be in writing and
must be sent by post or by facsimile to the last notified address or facsimile of the party. Service by
email is not valid service under the Order. If posted, a letter is taken to be received on the third day
after posting. A facsimile is taken to be received at the time shown in a transmission report by the
machine which indicates that the whole facsimile was sent.

22. Any terms and conditions contained in or relating to any other documents, including any of SUPPLIER
documents, in respect of the Goods are excluded.

23. Any of Weatherford rights under these terms can only be waived by Weatherford in writing.

24. All data, designs, drawings, specifications, communications and other information, revealed or
disclosed in any form or manner by Weatherford to SUPPLIER whether written, oral, electronic, visual,
graphic, photographic, or otherwise, and documents (collectively defined as, “Information”) are
proprietary and confidential to Weatherford and will be used solely by SUPPLIER for purposes of this
Purchase Order. All such Information will be treated and protected by SUPPLIER as strictly confidential,
and will not be disclosed to any third party without Weatherford prior written consent, and may be
disclosed within SUPPLIER organization only on a need-to-know basis. Weatherford may require
SUPPLIER employees, contractors, suppliers and other personnel involved in the performance of this
Purchase Order to execute an individual confidentiality agreement prior to any disclosure. Upon
Weatherford request, SUPPLIER undertakes to immediately return to Weatherford any Information
provided, either upon demand, or upon completion of this purchase order, including all copies made.
The obligations of confidentiality in this Clause 24 will also be applicable to any information of any
third party which Weatherford disclose to SUPPLIER.

25. These terms may not be varied except in writing signed by SUPPLIER and Weatherford.

26. If any dispute arises between Supplier and the Company concerning the Agreement or any other
matter under the Purchase Order, such dispute will be determined by friendly discussions between
the Parties. At such discussions, each Party must be represented by a person who has authority to
make binding decisions on its behalf. If within 45 days after a notice of the existence of a dispute has
been sent by one party to the other party and the dispute has not been resolved, either party may
submit such dispute for arbitration by a sole arbitrator to be appointed by the Parties in accordance
with the Arbitration laws of Oman and the rules made thereunder including any modifications,
amendments and future enactments thereto. The arbitral award shall be binding and final upon the
parties. This Agreement is governed by the laws of Sultanate of Oman and shall be subject to the
exclusive jurisdiction of the courts in Muscat..
27. The Supplier shall furnish the Performance Security in the form enclosed (Annexure B) herewith
within five (05) days of the receipt of the Order failing which Weatherford reserves the right to cancel
the Order.

28. If the SUPPLIER fails to deliver to Weatherford in accordance with the Agreement any of the items for
which Liquidated Damages are specified in the Order in accordance with the contractually agreed date
set out in the Order or any extension thereto granted by Weatherford in writing, and/or fails to
achieve the requirements of the Agreement in respect of any other items for which Liquidated
Damages are specified in the Order, SUPPLIER shall be liable to Weatherford for Liquidated Damages
in the amounts specified in the Order.

All amounts of such Liquidated Damages for which the SUPPLIER may become liable are agreed as a
genuine pre-estimate of the losses which may be sustained by Weatherford in the event that
SUPPLEIR fails in its respective obligations under the Agreement or the Order and not a penalty. Such
Liquidated Damages shall be in addition to the remedies available to Weatherford under law in
respect of such failure.

29. SUPPLIER agrees in SUPPLIER performance of this Purchase Order to comply with the export and
import laws of the United States of America. If any import or export control or compliance form is
attached to this Purchase Order, including Weatherford request for export control Information,
SUPPLIER will thoroughly and accurately complete such form and return it within seven (7) days to us.
SUPPLIER understand and acknowledges that Weatherford will rely on the information provided by
SUPPLIER, including making a determination whether any U.S. or foreign export or import license is
required for the export or import of the supplied materials to the country of destination; (b) SUPPLIER
is responsible for compliance with local import and export control laws of any jurisdiction, and for
compliance with applicable U.S. re-export laws; and (c) SUPPLIER is fully responsible for the accuracy
and completeness of import and export documentation prepared or executed by SUPPLIER as part of
SUPPLIER performance of this Purchase Order, including that required for the import of any materials
used in the production or manufacture of the Goods.

30. SUPPLIER, in the performance of this Contract, is an independent contractor. Neither the Contract nor
SUPPLIER performance of the Contract shall create an association, partnership, joint venture, or
relationship of principal and agent, master and servant, or employer and employee, between
SUPPLIER and us; and neither SUPPLIER nor Weatherford will have the right, power or authority
(whether expressed or implied) to enter into or assume any duty or obligation on behalf of the other.

31. SUPPLIER is responsible for all costs and/or liabilities in connection with SUPPLIER personnel, such as
any contractual entitlements for salary, wages or other emoluments, employer’s contributions, tax or
benefits deductions, any reimbursement of expenses and any settlement, awards, costs or penalties
arising in connection with any dispute between SUPPLIER employees and SUPPLIER and/or arising out
of or in connection with the termination of employment of any such person. SUPPLIER agree to
indemnify Weatherford from any such liability or claim if instituted against Weatherford and/or from
any cost, penalty, fine or other charges levied on Weatherford arising out of the performance of this
Contract by SUPPLIER personnel.

32. Both Weatherford and SUPPLIER will be excused from a delay in performing, or a failure to perform,
Weatherford obligations hereunder to the extent that such delay or failure is due to any event beyond
Weatherford reasonable control preventing Weatherford from performing any of Weatherford
obligations hereunder, including an act of God, fire, flood, lightning, war, revolution, act of terrorism,
riot or civil commotion, but excluding strikes, lock-outs or other industrial action, whether of the
affected party's own employees or others, failure of supplies of power, fuel, transport, equipment, raw
materials or other goods or services.

Definitions:

Delivery Date means the date or dates specified for delivery of the Goods as set out in the Purchase Order.

Delivery Point means the place or places specified in the Purchase Order to which SUPPLIER have to deliver the
Goods.
Goods mean the goods described in the Purchase Order (including any part of the Goods specified) and any
variations to those goods.

Liquidated Damages mean the amount of damages as specified under Order for delay in provision of Goods as
per the dates and time agreed between the Parties. If the Order is silent on the amount of Liquidated
Damages, such shall be charged from the SUPPLIER at 2% of the total value of Goods for each week of delay
subject to a maximum of 10% of the total value of Goods.

Order or Purchase Order means the agreement between SUPPLIER and Weatherford consisting of the
Purchase Order to which these Standard Terms and Conditions apply and all documents referred to in the
Purchase Order (sample format attached as Annex A).

Performance Security means the advance bank guarantee in the amount and format detailed in Annex B.

Price means the price specified in the Purchase Order.

Standard Terms and Conditions means these terms and conditions.

SUPPLIER means the person named in the Purchase Order as the supplier of the Goods.

Warranty Period means the period of 24 months from the date of delivery of the Goods to the Delivery Point.

Weatherford means Weatherford Oil Tools ME Ltd.

Weatherford Oil Tool ME Ltd. Doht Al Shamookh Trading LLC

_________________________________ ______________________

Name: Harit Kumar Name:


Title: Finance Manager Title:

APPENDIX A – Price List

 Supplier has to provide below chemicals as per Weatherford Standard and Requirement.

 Delivery will be DDP – Nimr

 MSDS Must be sent along with each delivery to Nimr

Sr. JDE Nos. Description Qty UOM Currency Unit Price


1 1242755 Cement Class G 1 MT OMR 37.73

2 Pozzimix 1 MT OMR 72.38


2042101

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