Kiri

QUOTATION LQ10484 Robertson Geo Deganwy, Conwy LL31 9PX Geological Survey of Estonia United Kingdom Tartu maantee 85 Tallinn T: +44 1492 582323 Estonia F: +44 1492 582322 E: [email protected] 28th October 2022 NO QTY PRODUCT NAME / DESCRIPTION CODE UNIT PRICE TOTAL PRICE LOGGING PROBES 1 1 Heatpulse Flowmeter I002119 £4,950.00 £4,950.00 - Flow - Sonde Diameter - 50mm - Temperature Rating 70°C - Max Pressure Rating - 20MPa - Hardware includes : - Sonde Cap - Software includes : - Winlogger Sonde Database Import File - Software may be required for older system users - Centralisation is required TOTAL PRICE EXW DEGANWY UNPACKED £4,950.00 PACKING PKG £55.00 COURIER CHARGE TO CIP TALLINN, ESTONIA (Uncleared) FRT £310.00 TOTAL PRICE CIP TALLINN ESTONIA (UNCLEARED) £5,315.00 TERMS & CONDITIONS (1) THIS OFFER IS SUBJECT TO OUR SALE OF GOODS - TERMS & CONDITIONS ISSUED: FEBRUARY 2019 VERSION 1.0. PLEASE CONTACT RG IF YOU DO NOT HAVE A COPY OF THESE TERMS & CONDITIONS FOR YOUR REFERENCE AND EVALUATION, AS THEY ARE BINDING (2) ALL PRICES ARE IN GBP (UK POUNDS STERLING) UNLESS OTHERWISE STATED. (3) ALL CONTRACTS/SHIPMENTS WILL BE GOVERNED BY INCOTERMS 2010. (4) RG WILL ARRANGE SHIPMENTS AS AGENTS FOR YOURSELVES THROUGH ITS NOMINATED SHIPPING COMPANY UNLESS AGREED OTHERWISE. (5) THIS OFFER IS VALID FOR 30 DAYS UNLESS STATED OTHERWISE. (6) THE GOODS QUOTED MAY BE SUBJECT TO UK GOVERNMENT REGULATIONS AND LAWS IN FORCE WITH RESPECT TO EXPORT LICENCE AND END-USE CONTROLS OF GOODS. NOT WITHSTANDING PROVISIONS SET FORTH ON THIS CONTRACT, THE BUYER WILL BE RESPONSIBLE FOR COMPLIANCE WITH SUCH REGULATIONS AND LAWS IN FORCE (INCLUDING UK, INTERNATIONAL AND UN SANCTION). (7) THIS OFFER DOES NOT INCLUDE COSTS FOR CERTIFIED/LEGALISED DOCUMENTS UNLESS SPECIFICALLY QUOTED. IF CERTIFIED/LEGALISED DOCUMENTS ARE REQUIRED FOR THESE GOODS PLEASE CONTACT US TO REQUEST DETAILS OF COSTS. (8) THIS OFFER DOES NOT INCLUDE PACKING AND SHIPPING CHARGES UNLESS SPECIFICALLY QUOTED. PACKING AND SHIPPING CHARGES CAN BE QUOTED ON REQUEST. (9) THIS OFFER DOES NOT INCLUDE TRANSIT INSURANCE COSTS UNLESS SPECIFICALLY QUOTED AND SUITABLE TRANSIT INSURANCE COVER IS THE RESPONSIBILITY OF THE CONSIGNEE. IF REQUIRED, HOWEVER, TRANSIT INSURANCE COSTS CAN BE QUOTED ON REQUEST. (10) THIRD PARTY MANUFACTURED ITEMS/COMPONENTS ARE COVERED SOLELY BY THE THIRD PARTY MANUFACTURERS OWN GUARANTEE CONDITIONS. FOR WARRANTY DETAILS FOR RG PRODUCTS PLEASE REFER TO OUR SALE OF GOODS - TERMS & CONDITIONS ISSUED: FEBRUARY 2019 VERSION 1.0. (11) WE RESERVE THE RIGHT TO CHANGE/UPDATE SPECIFICATIONS WITHOUT NOTICE. (12) NON GBP QUOTATIONS ARE SUBJECT TO A +/- 2.5% CURRENCY VARIATION CLAUSE. PAYMENT TERMS - UK AND EXPORT SALES 100% PAYMENT WITH ORDER, DUE BY BANK TRANSFER PRIOR TO SHIPPING. OUR BANKERS DETAILS HSBC BANK PLC, 60 MOSTYN STREET, LLANDUDNO, LL30 2SF UNITED KINGDOM ACCOUNT NO: 11327607 SORT CODE: 40-30-07 Page 1 of 2 ACCOUNT NAME: ROBERTSON GEOLOGGING LIMITED IBAN NUMBER: GB50 HBUK 403007 11327607 BIC CODE : HBUK GB4139G RG VAT NO. 420096584 DELIVERY TERMS IN STOCK; 1-2 WEEKS (FROM RECEIPT OF DEPOSIT WITH ORDER OR RG APPROVAL OF L/C) NOTE ROBERTSON GEO OPERATES A POLICY OF CONTINUOUS PRODUCT IMPROVEMENT. SPECIFICATIONS MAY BE CHANGED WITHOUT NOTICE AND SHOULD BE CHECKED AT THE TIME OF ORDER PLACEMENT. Page 2 of 2 Sale of Goods ‐ Terms and Conditions Issued: February 2019 Version 1.0 The Customer’s attention is drawn in particular to the provisions of Condition 10 (Limitation of Liability) and Condition 11 (Training) 1. INTERPRETATION 1.1 The definitions and rules of interpretation in this condition apply in these conditions. Company: Robertson Geologging Limited. Company Premises: [TBC] Conditions: these Terms and Conditions of Sale. Contract: any contract between the Company and the Customer for the sale of Goods, incorporating these conditions. Customer: the person, firm or company who purchases the Goods from the Company. Force Majeure Event: any circumstance not within a party’s reasonable control including, without limitation: (a) flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota, or prohibition on the Goods (or failing to grant a necessary licence or consent); (f) collapse of buildings, fire, explosion or accident; (g) in relation to the Company, non‐performance by suppliers or subcontractors; and (h) interruption or failure of utility service. Goods: any goods agreed in the Contract to be supplied by the Company to the Customer (including any part or parts of them). Intellectual Property Rights: means all patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get‐up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know‐how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and right to claim priority from, such rights and all similar or equivalent rights or forms of protections which subsist or will subsist now or in the future in any part of the world. LCIA Rules: The London Court of International Arbitration, Arbitration Rules 2014. Order: the Customer’s order for the goods, as set out in the Customer’s purchase order or in the Customer’s written acceptance of the Supplier’s quotation, as the case may be. Sale: the sale of any Goods by the Company to the Customer. 1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re‐enactment and includes any subordinate legislation for the time being in force made under it. 1.3 Words in the singular include the plural and in the plural include the singular. 1.4 A reference to one gender includes a reference to the other gender. 1.5 Condition headings do not affect the interpretation of these Conditions. 1.6 These Conditions apply only to Customers who are business customers and not consumers. A Customer is a business customer if the Customer purchases Goods from the Company for the purposes of the Customer’s business, trade or profession, rather than for private use. All other Customers are consumers. Page 1 2. APPLICATION OF TERMS 2.1 Subject to any variation under Condition 2.3 the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document). 2.2 No terms or conditions endorsed on, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are applied by trade, custom, practice or course of dealing. 2.3 These Conditions apply to the sale of any and all Goods by the Company and any variation to these Conditions and any representations about any Goods shall have no effect unless expressly agreed in writing and signed by an authorised signatory of the Company. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this Condition shall exclude or limit the Company's liability for fraudulent misrepresentation. 2.4 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable specification submitted by the Customer are complete and accurate, and that the Goods ordered are sufficient for the purpose intended. 2.5 The Order shall only be deemed accepted when the Supplier issues an acceptance of the Order. Such acceptance of the order may be made verbally and then confirmed in writing by the Company. If there is any dispute about what is contained in the Company’s written acceptance of Order, such dispute or variation must be notified to the Company within 24 hours otherwise the written acceptance shall be deemed accurate in all material respects. For the avoidance of doubt, the Company shall be entitled to amend any inaccuracy contained within a written acceptance of Order at any time provided it notifies the Customer promptly of any change. 2.6 A quotation for the Goods given by the Company shall not constitute an offer. Any quotation is valid for a period of 30 days only from its date (unless stated otherwise on the face of the quotation), provided that the Company has not previously withdrawn it. 2.7 No Order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including any consequential losses such as, but not limited to, loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation. 2.8 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered or contained within any documents of the Customer that is inconsistent with these Conditions. 2.9 The Company is not obliged to accept orders from any Customer who has not supplied the Company with references satisfactory to the Company; if at any time the Company is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer, in which event all amounts owing by the Customer to the Company shall be immediately payable in cash. 2.10 The Company may set a reasonable credit limit for the Customer. The Company reserves the right to terminate or suspend the Contract if allowing it to continue would result in the Customer exceeding the Customer’s credit limit or the Customer has already exceeded the credit limit. 3. DESCRIPTION 3.1 The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgment of order. 3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's website, catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample. 3.3 If any Goods are to be produced, designed, built or configured and/or any process is to be applied to any Goods by or on behalf of the Company and/or in accordance with any specification submitted by the Customer, then the Customer shall indemnify and hold the Company harmless against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Company’s use of the specification so submitted by the Customer. Page 2 3.4 Without prejudice to Condition 3.1, the Company shall use its reasonable efforts to supply the Goods in accordance with any specification submitted by the Customer and approved by the Company, but may in any event effect modifications to the Goods without the Customer’s approval in order to comply with any applicable safety or statutory requirements, or to effect enhancements to the Goods. The Company will notify the Customer in writing of any material modifications to the Goods and the Customer shall be deemed to have accepted such modifications unless notice in writing to the contrary shall be received by the Company within 7 days of the date of the Company’s notice to the Customer. 3.5 Subject to the provisions of Condition 9.2(b), the Customer shall be solely responsible for ensuring the suitability of the Goods for any specific purpose and also for ascertaining the compatibility or inter‐operability of the Goods with any other goods. 4. DELIVERY 4.1 Delivery of the Goods shall be made by either (i) the Customer collecting the Goods at the Company's premises at any time after the Company has notified the Customer that the Goods are ready for collection or (ii) if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place (either of (i) and (ii) being the “Delivery Location”) Legal delivery of the Goods is completed on the completion of the loading or unloading of the Goods at the Delivery Location. 4.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence unless otherwise agreed by the Company. If no dates are so specified, delivery shall be within a reasonable time. Should expedited delivery of any Goods be agreed, the Company reserves the right to levy an expedited delivery charge. 4.3 Subject to the other provisions of these Conditions, the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.4 If for any reason the Customer fails to take or accept delivery of any of the Goods, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations, or the delivery of the Goods is prevented or delayed by some other act or omission of the Customer (including non‐collection by the Customer): (a) risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company's negligence); (b) the Goods shall be deemed to have been delivered; and (c) the Company may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance); or (d) sell the Goods at the best price readily obtainable and (after deducting any reasonable costs and expenses in connection with the storage and expedited sale of the Goods), charge the Customer for any shortfall below the price for the Goods. 4.5 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. 4.6 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment. 4.7 Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other scheduled instalment. 5. NON‐DELIVERY 5.1 The Company shall not be liable for any non‐delivery of the Goods (even if caused by the Company's negligence) unless the Customer gives written notice to the Company of the non‐ delivery within 3 days of the date when the Goods would in the ordinary course of events have been received. 5.2 Any liability of the Company for non‐delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods. Page 3 6. RISK/TITLE 6.1 Risk of damage to or loss of the Goods shall pass to the Customer: (a) in the case of Goods to be delivered at the Company's premises, at the time when the Company notifies the Customer that the Goods are available for collection; or (b) in the case of Goods to be delivered otherwise than at the Company's premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods. 6.2 Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of: (a) the Goods (and any other goods the Company has supplied to the Customer in respect of which payment has become due); and (b) all other sums which are or which become due to the Company from the Customer on any account. 6.3 Until ownership of the Goods has passed to the Customer, the Customer shall: (a) hold the Goods on a fiduciary basis as the Company's bailee; (b) store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company's property; (c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and (d) maintain the Goods (and any product in which they are incorporated) in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company. 6.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions: (a) any sale shall be effected in the ordinary course of the Customer's business at full market value; and (b) any such sale shall be a sale of the Company's property on the Customer's own behalf and the Customer shall deal as principal when making such a sale; and (c) the proceeds of any such sale shall be held by the Customer as the Company’s bailee and in a fiduciary capacity, and the Customer shall pay the proceeds into a separate bank account opened for that purpose and approved by the Company and shall ensure that in no circumstances are the proceeds mingled with other money or paid into an overdrawn bank account but are at all times identifiable as the Company’s money; and (d) if the Customer has not received the proceeds of any such sale as referred to in and pursuant to Condition 6.4(c) it will, if called upon to do so by the Company, assign to the Company within seven days after being required in writing so to do by the Company, all rights against the person or persons by whom the proceeds are owed. For the avoidance of doubt, this will not replace or extinguish any right that the Company has against the Customer directly. 6.5 The Customer's right to possession of the Goods shall terminate immediately if: (a) the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding‐ up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or (b) the Customer suffers or allows any execution, distress or diligence, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or a secured lender to the Customer takes any steps to obtain possession of the secured property or otherwise enforce its security, or the Customer ceases to trade; or (c) the Customer encumbers or in any way charges any of the Goods; or (d) the Customer’s financial position deteriorates to such an extent that in the Company’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or Page 4  (e) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (f) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of the Customer being notified in writing to do so. 6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company. 6.7 The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored or otherwise located, but in any event, and without limitation, hereby undertakes and procures to secure access at any time to any such premises for the Company, its agents and employees in order to inspect the Goods, or, where the Customer's right to possession has terminated, to recover them, and to undertake any work required to remove them, notwithstanding that the Goods may be affixed or attached to, or incorporated within, any other goods or property. 6.8 The provisions of this Condition 6 shall apply to all Goods notwithstanding the conversion of any Goods by virtue of the admixture of the Goods with any other goods or materials. 7. PRICE 7.1 The price of the Goods shall be the price listed in the Company's published price list current at the date of acceptance of the Customer's order, or such other price as may be agreed in writing by the Company and the Customer. 7.2 The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is exchange fluctuation, currency regulation, alteration of duties, increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions. 7.3 Except as otherwise stated under the terms of any quotation or in any price list of the Company, and unless otherwise agreed in writing between the Customer and the Company, all prices are given by the Company on a Free Carrier (“FCA”) basis and where the Company agrees to deliver the Goods otherwise than at the Company's premises, the Customer shall be liable to pay the Company's charges for transport, packing, packaging, carriage, loading, unloading, insurance and other ancillary costs. 7.4 The price is exclusive of any applicable value added tax (“VAT”) which the Customer shall be additionally liable to pay to the Company at the prevailing rate, subject to receipt of a valid VAT invoice. 7.5 Installation of the Goods, commissioning and training shall not be included in the Contract price unless agreed in writing by the Company in advance and in any event, any such installation, commissioning and/or training shall be subject to such terms and conditions as the Company shall notify to the Customer, which terms and conditions shall be expressly incorporated into the Contract. 7.6 The Customer shall at its sole cost procure any and all import licenses, export licenses, radioactive source licences, or other authorizations required for the performance of all obligations under the Contract. The Customer shall be solely responsible for the payment of any and all customs fees, duties, and government or local taxes (including sales, excise or any other analogous taxes). 8. PAYMENT 8.1 Subject to any special terms agreed in writing between the Customer and the Company, the Company shall be entitled to invoice the Customer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer, in which event the Company shall be entitled to invoice the Customer for the price at any time after the Company has notified the Customer that the Goods are ready for collection. 8.2 The Customer shall pay the price of the Goods (without any deduction, whether by way of set‐ off, counterclaim, abatement or otherwise other than any deduction required by law) within the payment terms of the quotation or relevant invoice. The time of payment of the price shall be of the essence of the Contract. 8.3 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to: (a) cancel the Contract or suspend any further deliveries to the Customer; (b) appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer); and Page 5  (c) charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above Barclays Bank plc’s base lending rate calculated on a daily basis, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 in the event that court proceedings are commenced. 8.4 In the event that the Company owes money to the Customer under any contract or other arrangement entered into between the Company and the Customer the Company shall be entitled to set off such sums owed by the Company to the Customer against any sums which the Customer shall owe to the Company pursuant to this Contract. 8.5 All sums payable to the Company under the Contract shall become due immediately on its termination, despite any other provision. This Condition 8.5 is without prejudice to any right to claim for interest under the law, or any such right under the Contract. 8.6 No payment shall be deemed to have been received until the Company has received cleared funds. 8.7 The Company is not obliged to accept orders from any Customer who has not supplied the Company with references satisfactory to the Company; if at any time the Company is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer, in which event all amounts owing by the Customer to the Company shall be immediately payable in cash. 8.8 The Company may set a reasonable credit limit for the Customer. The Company reserves the right to terminate or suspend the Contract if allowing it to continue would result in the Customer exceeding the Customer’s credit limit or the Customer has already exceeded the credit limit. 9. WARRANTIES 9.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Company. 9.2 The Company warrants that on date of shipment, and for a period of two years thereafter (“Warranty Period”): (a) the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and (b) if the Customer has made it expressly known to the Company in the Customer’s order that the Goods shall be suitable for a particular purpose and the Company has expressly stated in the acknowledgment of order that it will supply Goods suitable for that purpose, then the Goods shall be reasonably fit for the purpose so stated. 9.3 The Company shall not be liable for a breach of any of the warranties in Condition 9.2 unless: (a) the Customer gives written notice of the defect to the Company (and also to the carrier, if the defect is a result of damage to any Goods in transit), within 7 days of the time when the Customer discovers or ought to have discovered the defect; and (b) the Company is given a reasonable opportunity after receiving the notice, of examining any Goods which the Customer has alleged to be defective; and (c) the Customer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Customer’s cost for the examination to take place there. 9.4 The Company shall not be liable for a breach of any of the warranties in Condition 9.2 if: (a) the Customer makes any further use of any Goods which the Customer has alleged to be defective after giving notice of any such defect; or (b) the Customer alters or repairs the Goods without the prior written consent of the Company; or (c) the defect arises because the Customer failed to follow any oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same; or (d) the defect arises from any drawing, design or specification supplied by the Customer, or from wilful damage, negligence, abnormal working conditions or from any misuse of the Goods; or (e) the defect arises from fair wear and tear (the Company shall determine what constitutes fair wear and tear, and the Company’s determination shall be final); or (f) the full price for the Goods has not been paid by the time for payment stipulated in Condition 8.2; or (g) the defect is of a type specifically excluded by the Company by notice in writing; or (h) the goods differ in their description or specification as a result of any changes made to ensure that they comply with applicable statutory or regulatory requirements. Page 6 9.5 Subject to Condition 9.3 and Condition 9.4, if any of the Goods do not conform with any of the warranties in Condition 9.2 the Company shall at its option repair or replace any such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Customer shall, at the Customer's expense, return the Goods or the part of such Goods which are defective to the Company. 9.6 The Company shall, if it opts to repair or replace the defective Goods (or the defective part) in accordance with Condition 9.5, then deliver t h e r e p a i r e d o r replacement Goods ( o r p a r t ) to the Customer (at the Customer’s expense). 9.7 If the Company opts to replace the defective Goods then ownership of the defective Goods shall, if it has vested in the Customer, re‐vest in the Company. 9.8 If the Company complies with Conditions 9.5 and 9.6 it shall have no further liability for a breach of any of the warranties in Condition 9.2 in respect of such Goods. 9.9 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier. 10. LIMITATION OF LIABILITY 10.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub‐contractors) to the Customer in respect of: (a) any breach of these Conditions; (b) any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and (c) any representation, statement or tortious act or omission, including negligence, arising under or in connection with the Contract. 10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract. 10.3 Nothing in these Conditions excludes or limits the liability of the Company: (a) for death or personal injury caused by the Company's negligence; or (b) defective products under the Consumer Protection Act 1987; or (c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or (d) for fraud or fraudulent misrepresentation. 10.4 Subject to Condition 10.2 and Condition 10.3: (a) the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and (b) the Company shall not be liable to the Customer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever or howsoever caused, (including, without limitation, through any loss of data or files) which arise out of or in connection with the Contract. 10.5 Without limiting the generality of any of the foregoing provisions of this Condition 10: (a) the Customer acknowledges its awareness of the potentially hazardous nature of radioactive sources and logging sondes containing them, and agrees that the Company shall, to the fullest extent permitted by law, not be held liable or responsible for any loss or damage, suffered or incurred by the Customer arising out of or in connection with the usage of sources or tools containing them, including but not limited to the well or borehole, or any damage whatsoever arising from or in any way connected with the use of radioactive materials in the borehole or on the site. (b) the Customer further acknowledges that should a radioactive source be lost in a borehole, the Customer shall be responsible for the arrangement and the cost of its recovery and that special precautions must be taken in any ’fishing‘ operations, so that the container of the sources will not be damaged and that the radioactive source if not recovered must be isolated by the Customer by cementing it in place or by other appropriate means and that the Customer must comply with any and all directions of the relevant competent authority in the territory in which the radioactive source shall have been lost. The Customer shall be solely responsible, at its expense, for all ‘fishing’ operations or isolating the said radioactive source. Page 7  (c) the Company may at its discretion render assistance to the Customer, on such terms as may be agreed between the Customer and the Company, on ‘fishing’ operations and any tools or instruments furnished by the Company for such operations shall be used entirely at the Customer’s risk. The Company shall, to the fullest extent permitted by law, not be held liable or responsible for any loss or damage, suffered or incurred by the Customer arising out of or in connection with such ‘fishing’ operations. 10.6 The Customer acknowledges that any documentation (including for the avoidance of doubt the Manual) provided by the Company pertaining to the Goods, including, but not limited to, the operation, maintenance and storage of the Goods, is provided on a purely demonstrative basis only and the Customer hereby accepts that it shall not act, or refrain from acting, in reliance on such documentation in relation to any Goods supplied by the Company under the Contract. Without prejudice to the generality of this Condition 10, the Company shall, to the fullest extent permitted by law, not be held liable or responsible for any loss or damage, suffered or incurred by the Customer arising out of or in connection with the provision by the Company of such documentation. 11. TRAINING 11.1 The Customer acknowledges that any training provided by the Company pertaining to the Goods, including, but not limited to, the operation, maintenance and storage of the Goods, is provided on a purely demonstrative basis only and the Customer hereby accepts that it shall not act, or refrain from acting, in reliance on such training in relation to any Goods supplied by the Company under the Contract. Without prejudice to the generality of Condition 10, the Company shall, to the fullest extent permitted by law, not be held liable or responsible for any loss or damage, suffered or incurred by the Customer arising out of or in connection with the provision by the Company of such training. 11.2 Where the training does not take place at the Company Premises, the Customer shall be responsible for: (a) obtaining all necessary visas (or such other equivalent documentation) for all employees, contractors, subcontractors, servants and agents of the Company who shall be providing the training; (b) the provision of all necessary travel and accommodation arrangements for all employees, contractors, subcontractors, servants and agents of the Company who shall be providing the training; and (c) arranging, to the satisfaction of the Company, the necessary safety and security measures for all employees, contractors, subcontractors, servants and agents of the Company who shall be providing the training. If the Company is not satisfied with the safety and security measures proposed, the Company shall notify the Customer as soon as is reasonably practicable, and the parties shall duly agree alternative measures. 11.3 The Customer shall be liable for all costs incurred in connection with Condition 11.2. 11.4 In the event that any costs incurred in accordance with Condition 11.2 are paid in whole, or in part, by the Company, the Company shall promptly notify the Customer of the costs it has incurred and the Customer shall promptly reimburse the Company. 12. EXPORT TERMS 12.1 In these Conditions "Incoterms 2010" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms 2000 shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms 2000 and these Conditions, the latter shall prevail. 12.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this Condition 12 shall (subject to any special terms agreed in writing between the Customer and the Company) apply notwithstanding any other provision of these Conditions. 12.3 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any and all taxes, license fees, duties and charges of any kind on them. 12.4 Unless otherwise agreed in advance in writing between the Customer and the Company, the Goods shall be delivered F C A a t the Company’s place of business. If the Company agrees to deliver the Goods F.O.B. the air or sea port of shipment, the Company shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979. In any event, the following charges shall be solely for the Customer’s account: port rates, rent, customs entry, demurrage, agency charges, bills of lading charges, certificates or origin charges and legislative and consular charges or marine insurance. 12.5 Payment of all amounts due to the Company shall be, when payment is by letter of credit, m ade by a n irrevocable letter of credit opened by the Customer at Customer's expense in favour of the Company and confirmed by a recognised U.K. Bank of good standing and acceptable to the Company or, if the Company has agreed in writing on or before acceptance of the Customer's order to waive this requirement, by acceptance by the Customer and delivery to the Company of a bill of exchange drawn on the Customer payable at sight to the order of the Company at such branch of a nominated British bank in England as may be specified in the bill of exchange. Page 8 12.6 The Customer acknowledges that the Company may itself from time to time be required to abide by rules restricting the resale of the Goods in certain jurisdictions and the Customer undertakes not to offer the Goods for resale in any s u c h jurisdiction, or to sell the Goods to any person if the Customer knows or has reason to believe that that person intends to resell the Goods in any such jurisdiction, unless the Customer has the prior written consent of the Company. 12.7 The Customer acknowledges that the Company may itself from time to time be required to abide by rules restricting the transportation of the Goods to certain jurisdictions and the Customer undertakes not to transport the Goods to any such jurisdiction, or to sell the Goods to any person if the Customer knows or has reason to believe that that person intends to transport the Goods to any such jurisdiction, unless the Customer has the prior written consent of the Company. 13. INDEMNITY 13.1 The Customer shall hold the Company harmless and keep the Company indemnified in full and shall be liable to pay to the Company, on demand, all reasonable costs, charges, losses or expenses (including legal and other professional fees and expenses) sustained or incurred by the Company (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those losses arising from injury to or the death of any person and loss of opportunity to deploy resources elsewhere), arising directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of, or breach of, any of its obligations under the Contract, or from any use made or resale by the Customer of any Goods, subject to the Company confirming such costs, charges and losses to the Customer in writing. 13.2 The Customer shall be responsible for and shall save, indemnify, defend and hold harmless the Company from and against all claims, losses, expenses and damages resulting from any: (a) personal injury to; and/or (b) death or disease of; and/or (c) loss of damage and/or damage to personal property of, employees, contractors, subcontractors, servants and agents of either party, or any third party, arising out of or in connection with the usage and/or disposal of radioactive sources, tools or any other products containing them. 13.3 The Customer shall reimburse the Company in respect of any loss of or damage to property, material or equipment of the Company arising out of or in connection with the usage and/or disposal of radioactive sources, tools or any other products containing them. 13.4 The Customer shall be responsible for and shall save, indemnify, defend and hold harmless the Company from and against any claim of whatsoever nature relating to pollution and/or contamination, including without limitation claims relating to the restoration of the environment to its prior state, arising out of or in connection with the usage and/or disposal of radioactive sources, tools or any other products containing them. 13.5 The Customer shall be responsible for and shall save, indemnify, defend and hold harmless the Company from and against any all claims, losses, expenses and damages resulting from any: (a) loss of or damage to any well or hole; and/or (b) blow‐out, fire, explosion, cratering or any other uncontrolled well condition; and/or (c) damage to any reservoir, geological foundation or underground strata or the loss of oil or gas therefrom, arising out of or in connection with the usage and/or disposal of radioactive sources, tools or any other products containing them. 13.6 For goods supplied on a B2B basis to Customers within the European Community, under the terms of the Waste Electrical and Electronic Equipment Regulations 2013 (“WEEE”)and their subsequent amendments or replacement, the Company invokes Regulation 12.2 (and any subsequent analogous replacement) and passes all WEEE obligations for disposal of the product at end of life to the Customer. 14. ANTI‐BRIBERY, ANTI‐CORRUPTION, EXPORT CONTROL AND ABAC 14.1 The Customer shall, and shall procure that persons associated with it, or other persons who are performing services in connection with the Contract, shall: (a) comply with all applicable laws, statutes, regulations, and codes relating to anti‐bribery and anti‐corruption (“Relevant Requirements”), including, but not limited to: (i) the Bribery Act 2010; and (ii) the Foreign Corrupt Practices Act 1977; and Page 9  (b) not do, or omit to do, any act that will cause or lead the Company to be in breach of any of the Relevant Requirements; in relation to any Goods supplied by the Company under the Contract. 14.2 Without prejudice to the generality of Condition 13, the Customer shall hold the Company harmless and keep the Company indemnified in full and shall be liable to pay to the Company, on demand, all reasonable costs, charges, losses or expenses (including legal and other professional fees and expenses) sustained or incurred by the Company (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those losses arising from injury to or the death of any person and loss of opportunity to deploy resources elsewhere), arising directly or indirectly from Customer’s failure to perform or delay in the performance of, or breach of, any of its obligations under this Condition 14. 15. TERMINATION 15.1 Without prejudice to any other available rights or remedies, the Contract may be terminated immediately upon written notice from the Company to the Customer if: (a) the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or (b) the Customer commits a recurring or material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days of receipt of written notice of the breach from the Company; or (c) any of the events set forth in Condition 6.5 occurs or seems, in the reasonable opinion of the Company, likely to occur; or (d) the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business. 15.2 On termination of the Contract for any reason: (a) the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt; and (b) the accrued rights and liabilities of the Company as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected. 15.3 On termination of the Contract (however arising), Conditions 9 to 15 and 20 shall survive and continue in full force and effect. 16. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY 16.1 The Goods, together with any drawings, documents and other information furnished to the Customer by the Company and all Intellectual Property Rights contained therein are the property of the Company and/or third party licensors of the Company. Any trademarks displayed on the Goods are the registered and/or unregistered trademarks of the Company and/or third party licensors of the Company. Under no circumstances may the Customer use, copy, alter, modify, or change these trademarks or any other proprietary markings on the Goods or any other Intellectual Property Rights of the Company and/or any third party licensor of the Company without the Company’s prior written consent. The Customer may not copy, alter, modify or adapt the Goods (or any drawings, documents and other information furnished to the Customer by the Company) or reverse engineer, decompile, disassemble, modify or create derivative works from the Goods (or any drawings, documents and other information furnished to the Customer by the Company). Nothing contained in or on the Goods should be construed as granting, by implication or otherwise, any license or right to use or disclose to others any Intellectual Property Rights of the Company and/or any third party licensor of the Company without the express written permission of the Company. The Customer shall fully indemnify the Company for any loss, damage, cost or expense incurred by the Company resulting from the Customer’s infringement of, or unauthorised disclosure of, any Intellectual Property Rights of the Company and/or any third party licensor of the Company. 16.2 The Customer is prohibited from copying any computer software incorporated in the Goods (the “ Software”). The Software contains confidential information, trade secrets and copyrighted matter proprietary to the Company. The Customer agrees to hold the Software as well as any operating manual supplied therewith (the “Manual”) in confidence and shall not copy, reproduce, disclose or communicate any part of the Software or the Manual in any form to any third party other than its employees. The Customer shall take all actions, by instruction, agreement, or otherwise reasonably necessary to secure the confidentiality of the Software and the Manual and protect each of them from all forms of wrongful appropriation. Page 10 16.3 The Customer shall keep in strict confidence all technical or commercial know‐how, specifications, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Company, its employees, agents, consultants or subcontractors and any other confidential information concerning the Services or the Company's business which the Customer may obtain. 16.4 The Customer may disclose such information: (a) to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Customer's obligations under the Contract; and (b) as may be required by law, court order or any governmental or regulatory authority. 16.5 The Customer shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with the Customer’s confidentiality obligations in this Condition 16. 16.6 The Customer shall not use any such information for any purpose other than to perform its obligations under the Contract. 17. ASSIGNMENT AND SUBCONTRACTING The Company, but not the Customer, may assign, transfer, mortgage, charge, subcontract or deal in any manner with all or any of its rights and obligations under the Contract. 18. FORCE MAJEURE The Company reserves the right to defer the date of delivery, or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from, or delayed in, the carrying on of its business due to a Force Majeure Event, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials. 19. GENERAL 19.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not. 19.2 The Contract constitutes the entire agreement between the parties and supersedes a n d e x t i n g u i s h e s a l l previous agreements, promises, assurances, warranties, representations and undertakings between the parties, whether in writing or orally, relating to its subject matter. 19.3 If any provision or part‐provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part provision shall be deemed deleted. Any modification to or deletion of a provision or part‐provision under this Condition shall not affect the validity and enforceability of the rest of the Contract. 19.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract. No failure or delay by the Company to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy by the Company shall prevent or restrict the further exercise of that or any other right or remedy by the Company. 19.5 No one other than a party to this Contract (and their permitted assignees) shall have any rights to enforce any of its terms. . 19.6 In the event of any dispute or claim (including non‐contractual disputes or claims) arising out of or in connection with it or its subject matter or formation of the Contract (“Dispute”), the Customer and the Company undertake to make every effort to reach an amicable settlement. 19.7 Where the parties cannot reach an amicable settlement in accordance with Condition 19.6, the Dispute shall: (a) in the case of a sale of the Goods within the United Kingdom, be referred to a single arbitrator in accordance with the provisions of the Arbitration Act 1996 and the decision of the arbitrator shall be final and binding on the parties; or (b) in the case of an export sale, be referred to a single arbitrator in accordance with the LCIA Rules and the decision of the arbitrator shall be final and binding on the parties. 19.8 This Contract and any dispute or claim (including non‐contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Page 11 20. COMMUNICATIONS 20.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre‐paid first class post or sent by fax or sent electronically via email: (a) (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Customer by the Company; or (b) (in the case of the communications to the Customer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Customer. 20.2 Communications shall be deemed to have been received: (a) if sent by pre‐paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or (b) if delivered by hand, on the day of delivery. (c) if sent by fax on a working day prior to 4.00pm, at the time of transmission and otherwise on the next working day; or (d) if sent by email, within twenty four hours of sending. 20.3 Communications addressed to the Company shall be marked for the attention of the Managing Director. 21. CONFIDENTIALITY 21.1 Each party undertakes that it shall not, at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by condition 21.2. 21.2 Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this condition 21; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 21.3 No party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract. Page 12 PROBES HEAT-PULSE FLOWMETER The Heat-Pulse Flowmeter probe is used to detect low vertical flows within a borehole below the threshold limits of conventional impeller tools. Probe Head The probe is designed for stationary measurements only. Normal logging practice involves measurements at a series of depths across the zone of interest. Principle of Measurement: The probe contains a horizontal wire-grid heating element and thermistors located above and below it. Apertures in the tool permit the free flow of well fluid through the assembly. Pulses of electric current are applied to the heating grid under surface command, warming fluid in the vicinity of the grid. The warm fluid front migrates towards the thermistors where it is detected. Depending on the direction of flow, either upper or lower thermistor detects the warm fluid front first. The time taken to reach the detector gives an indication of flow rate. SPECIFICATION: Features Detection of very low vertical flow rates Auto-null command cancels tool offsets prior to each measurement Measurements Up/down flow Applications Water Location of permeable zones in water wells Casing leak detection Operating Conditions Borehole type: open/cased hole, water-filled Centralisation: required Recommended Logging Speed: static measurements 2.24m (88.2”) Specifications Diameter: 51mm Length: 2.24m Weight: 8.0kg Temperature: 0-50⁰C Max. pressure: 20MPa Measurement range: 0.1 to 3m/min Natural Part Numbers Gamma I002119 Heat-Pulse Flowmeter probe Thermistor 1 Examples of logging data Heating Grid Scan the QR code to Thermistor 2 go directly to www.robertson-geo.com 1/1 Heat-Pulse Flowmeter Probe www.robertson-geo.com Order Acknowledgement Customer No: 1801 Geological Survey of Estonia Eesti Geoloogiateenistus F. R. Kreutzwaldi 5 Rakvere 44314 Estonia Contact Siim Tarros Tel: 37255605871/3726302333 Fax: Customer VAT No: EE100310784 Your Order Ref. Our Reference Order Date Page No. LQ10484 ORD04371 31/10/22 1 Tariff : 9015802000 GEOPHYSICAL LOGGING EQUIPMENT Code Qty Description Unit Total I002119 1 Heatpulse Flowmeter 4,950.00 4,950.00 5490 1 Packing 55.00 55.00 5490 1 Freight - CIP Tallinn, Estonia 310.00 310.00 RG VAT No: GB 420 0965 84 Total Excl. VAT GBP 5,315.00 VAT Amount GBP 0.00 TOTAL VALUE CIP TALLINN, ESTONIA GBP 5,315.00