Privacy & Terms
The terms and conditions (“Terms”) contained herein shall apply to all quotations and offers made and purchase orders accepted by Wenzel for sales and rentals (together called “sales”) of tools and other goods (together called “tools”). These terms apply to all sales made by Wenzel except to the extent the Terms conflict with a written sales agreement signed by Wenzel and the Customer. These Terms apply in lieu of any course of dealing between the parties or usage of trade in the industry. These Terms may in some instances conflict with some of the terms and conditions affixed to the purchase order or other procurement document issued by the Customer. In such case, the Terms contained herein shall govern, and acceptance of Customer’s order is conditioned upon Customer’s acceptance of these terms, irrespective of whether the Customer accepts these conditions by a written acknowledgement, by implication, or acceptance and payment of products ordered hereunder. Wenzel’s failure to object to provisions contained in any communication from Customer shall not be deemed a waiver of the provisions herein. Any changes in the Terms must specifically be agreed to in writing signed by Wenzel.
The tools furnished are substantially free from defects of workmanship and materials. Otherwise, the tools are provided on an “as is” basis without warranties or representations of any kind. Except as stated herein or otherwise provided in writing by Wenzel, Wenzel makes no representations and disclaims all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding completeness, non-infringement, merchantability, satisfactory quality, merchantable quality or fitness for any particular purpose or those arising by law, statute, usage of trade or course of dealing.
3. SERVICE AND SPARE PARTS
Wenzel has established a reputation for quality. To protect this reputation, the Customer agrees, unless Wenzel has otherwise agreed in writing in advance, to use Wenzel as the exclusive provider of spare parts for the tools and the exclusive provider of service to the tools.
4. TECHNOLOGY PROTECTION
Wenzel tools contain technology protected by patents and applications for patents and utilize proprietary information, know-how and manufacturing techniques. In connection with the sale of tools to the Customer, Wenzel may provide confidential information about the tools. Unless Wenzel has otherwise agreed in writing in advance, the Customer will not do or permit anything to be done, whether by way of reverse engineering, disassembling or anything else, that is intended to discover the technology, proprietary information, know-how and manufacturing techniques or use the confidential information otherwise than in connection with the sale of tools to the Customer. The Customer shall not use the proprietary and confidential information in a manner detrimental to Wenzel including, but not limited to, manufacturing tools and spare parts for the tools. Except as required by law, neither party shall use (except for purposes connected with the performance of its obligations hereunder), divulge or communicate to any third party any information of the other it reasonably knows to be confidential.
5. TERMS OF PAYMENT
Unless otherwise agreed in writing, Payment terms shall be net 30 days from the date of invoice. Customer agrees to pay interest on any unpaid balance at a rate of five percentage points above the annual Bank of Canada rate on the day the balance becomes due. Unless otherwise agreed in writing, all payments are to be in Canadian dollars. For contracts outside of North America, Wenzel may require payment to be secured by an irrevocable letter of credit or a bank guarantee acceptable to Wenzel. Where payment is made by letter of credit, all costs of collection shall be for Customer’s account. In the event that Wenzel is required to bring legal action to collect delinquent accounts, Customer agrees to pay reasonable attorney fees and costs of suit.
6. LIMITED LIABILITY
Neither Wenzel nor Customer shall be liable for incidental or consequential damages, including but not limited to, the cost of labor, requalifications, rework charges, delay, lost profits, or loss of goodwill arising out of the sale, installation or use of any Wenzel product. If Wenzel has any liability for breach of contract, breach of any implied condition, warranty or representation, the aggregate liability of Wenzel to Customer shall be limited in respect of any occurrence or series of occurrences to the contractual value of the products or services that are the subject of the contract.
All tools purchased, rented or leased hereunder are run at Customer’s risk. Well conditions which prevent satisfactory operation of such tools do not relieve Customer of their responsibility for payment in accordance with the original agreement. Customer shall be responsible for any surface or subsurface damage to the well, irrespective of the cause, that may result from the use of such tools. Customer shall defend, indemnify and hold harmless Wenzel from any and all claims, lawsuits, liabilities, and causes of action for injury or death of any person or for damage to or destruction of property caused by tools rented hereunder. Wenzel shall not be liable for any contingent or consequential damages arising from the tool.
Failure of Wenzel to enforce any of the terms and conditions herein shall not prevent a subsequent enforcement of such term or condition or be deemed a waiver of any subsequent breach. No employee or agent of Wenzel is empowered to alter the terms and conditions herein, except in writing.
8. FORCE MAJEURE
Wenzel shall not be liable for any damage or penalty for delay in delivery or for failure to give notice of delay when such delay is due to the elements, acts of god, acts of the Customer, act of civil or military authority, war, riots, concerted labour action, shortages of materials, or any other causes beyond the reasonable control of Wenzel. The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision.
9. ASSIGNMENT AND SUBCONTRACTING
Wenzel shall be entitled at all times to assign its rights under the contract (in whole or in part) or to subcontract any part of the work or services to be provided under the contract as it deems necessary or desirable.
10. APPLICABLE LAW
Unless otherwise agreed in writing, the terms and conditions contained herein shall be governed by and construed under the laws of Alberta, Canada.