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GENERAL TERMS AND CONDITIONS OF SALE

(Applicable to all Petrowork Solutions Entities)

1. INTRODUCTION

These General Terms and Conditions of Sale (“GTCS”) govern all offers, sales, and deliveries of goods and services by Petrowork Solutions, which includes:

  • Petrowork Solutions LDA – Angola
  • Petrowork Solutions Inc. – Guyana
  • Offshore Ressources Solutions – South Africa

(collectively referred to as “the Company”).

By issuing a Purchase Order (PO) or otherwise confirming an order (including via email or written acceptance of a quotation), the Customer unconditionally agrees to these GTCS. Any deviations require written approval from an authorized representative of the Company.

2. SCOPE OF APPLICATION

2.1 These GTCS apply to all sales of goods and services worldwide, regardless of delivery location or applicable jurisdiction.

2.2 These GTCS prevail over any contradictory terms contained in the Customer’s PO or correspondence, unless explicitly accepted in writing by the Company.

2.3 Compliance with local laws and mandatory regulations (e.g., Angola, Guyana, South Africa, or any country of operation) shall not limit the application of these GTCS.

3. ORDERS AND ACCEPTANCE

3.1 All orders must be placed via:

  • Formal Purchase Order (PO), or
  • Written acceptance of the Company’s quotation, including by reply email.

3.2 Orders are binding only upon written confirmation by the Company.

3.3 Modifications or cancellations of confirmed orders require prior written approval and may result in cancellation fees.

3.4 The Company reserves the right to refuse or suspend any order in case of:

  • Customer insolvency or overdue payments,
  • Export restrictions, sanctions, or legal issues,
  • Force majeure or operational constraints.

4. PRICES, TAXES, AND ADJUSTMENTS

4.1 All prices are exclusive of VAT, GST, customs duties, and other applicable taxes, which shall be charged according to the law of the delivery country.

4.2 Prices are based on current costs and may be adjusted for:

  • Exchange rate fluctuations exceeding 5%,
  • Increases in raw material, transport, or compliance costs,
  • Changes in local tax or import regulations.
    4.3 Any additional charges incurred due to the Customer’s delay, storage needs, or regulatory requirements shall be invoiced to the Customer.

5. PAYMENT TERMS

5.1 Payment shall be made in full within the term stated on the invoice, without offset or deduction.

5.2 Accepted payment methods include bank transfers and other methods agreed in writing.

5.3 Late payments shall incur:

  • Interest at 1.5% per month (or maximum allowed by applicable law), and
  • Collection and legal costs, recoverable from the Customer.
    5.4 The Company reserves the right to suspend further deliveries or services in case of non-payment.

6. DELIVERY, RISK, AND INSPECTION

6.1 Delivery dates are estimates only and subject to logistics, customs clearance, and force majeure events.

6.2 Risk of loss or damage transfers to the Customer upon:

  • Dispatch from the Company’s facility or designated port, or
  • Handover to the first carrier, whichever comes first.
    6.3 The Customer must inspect goods immediately upon receipt and report any claim of non-conformity or damage within 7 days in writing.
    6.4 Failure to report issues within this period constitutes full acceptance.

7. RETENTION OF TITLE

7.1 The Company retains full ownership of all goods until complete payment is received.

7.2 In case of non-payment, the Company may recover or repossess goods at the Customer’s expense, even if installed or integrated into other products.

8. WARRANTIES AND LIMITATION OF LIABILITY

8.1 The Company warrants that supplied goods and services conform to agreed specifications.

8.2 All other warranties, express or implied, including fitness for a particular purpose, are excluded to the fullest extent permitted by law.

8.3 The Company’s total liability for any claim is limited to the invoiced value of the goods or services in question.

8.4 The Company shall not be liable for:

  • Indirect, incidental, or consequential damages,
  • Loss of profit, production, or contracts,
  • Delays caused by force majeure or Customer fault.

9. INDEMNITY

9.1 The Customer shall indemnify and hold harmless the Company, its affiliates, and employees against all claims, damages, penalties, or costs arising from:

  • Misuse or incorrect installation of goods,
  • Customer’s breach of contract or local regulations,
  • Third-party claims related to the Customer’s operations.
    9.2 This obligation survives the completion or termination of the contract.

10. CONFIDENTIALITY

10.1 All technical, commercial, and operational information shared by the Company is confidential.

10.2 The Customer shall not disclose or use such information for purposes other than fulfilling the contract.

11. INTELLECTUAL PROPERTY

11.1 All trademarks, drawings, designs, and technical documents remain exclusive Company property.

11.2 No license or right is granted to the Customer, except for use directly linked to the purchased goods or services.

12. FORCE MAJEURE

12.1 The Company shall not be liable for any failure or delay caused by events beyond its reasonable control, including but not limited to:

  • Natural disasters, pandemics, or extreme weather,
  • War, terrorism, civil unrest, or sabotage,
  • Strikes, labor disputes, or transport disruptions,
  • Government actions, embargoes, or import/export restrictions.
    12.2 In such cases, delivery times shall be extended or contracts partially or fully suspended without liability.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 These GTCS are governed by the law of the country where the contracting Company entity is registered:

  • Petrowork Solutions LDA → Angola law
  • Petrowork Solutions Inc. → Guyana law
  • Offshore Ressources Solutions → South African law

13.2 Disputes shall first be resolved amicably. If unresolved, they shall be submitted to the exclusive jurisdiction of the courts in the corresponding country of the contracting entity.

14. MISCELLANEOUS

14.1 If any clause is deemed invalid or unenforceable, the remaining provisions remain in force.

14.2 Failure to enforce any term does not constitute a waiver of that right.

14.3 These GTCS may be amended only in writing, signed by an authorized representative of the Company.

Petrowork Solutions Group

(Petrowork Solutions LDA – Angola | Petrowork Solutions Inc. – Guyana | Offshore Ressources Solutions – South Africa)