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WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

PROPRIETARY INFORMATION NOTICE The information contained in this document is Semi-Proprietary Information and is disclosed in confidence. It is the property of Wheel N Steel, its Partners and shall not be used, disclosed to others or reproduced without the express written consent of Wheel N Steel. If consent is given for reproduction in whole, or in part, this notice set forth on this document shall appear in any such reproduction. COMPANY INFORMATION WHEEL N STEEL General Information Company Type

Sole Proprietor

Company Registration Number

BN/2015/394568

Beneficiary

Wheel N Steel Auto P.O.Box 25822 – 00100 14C, Kimi Road Nairobi Kenya Diamond Trust Bank Branch – DTB Centre, Mombasa Rd City – Nairobi Country – Kenya Account Number – 0303058001 Swift Code – DTKEKENA Branch Code – 052 Joshua Sigunga (254) 700 693 397 Steve Ndegwa (254) 700 372 324

Bank Account Details (Kenyan Account)

Contact

I.

General Terms

For the purpose of these general terms and standard conditions the following definitions apply (such definitions to be equally applicable to both singular and plural forms of the terms defined): Agreement

After Sales

Shall mean all written agreements, orders and change orders resulting from or referring to incorporated in these General Terms and Standard Conditions. An agreement term that applies to all aspects of Wheel N Steel that is involved with looking after


WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

Approved Repairer

Asset Management

Benchmark

Breakdown Services Company System Consultant Contract

Customer Design

Fast Fit Fuel Stations Financial Security Fire & Safety Bench Test

Homologation & Modifications

Image

Intellectual Property Internal Repairs

the customers’ product, after it has been sold to them. Service and repair are best examples. This can normally mean two things. The first is where Wheel N Steel is used by an insurance company to carry out repair work. In some cases, however, general repair may be approved by a Component Manufacturer to carry out warranty work or servicing on behalf of Wheel N Steel. Maintaining both tangible and intangible value by developing, operating, upgrading and disposing assets cost effectively. Comparing existing technical strategies with a view to achieving the best possible performance vital to user expectations at minimal cost. Repair and recovery services based on contractual terms. A set way in which things work in Wheel N Steel. Expert advice from specialized fields. An offer which is accepted and payment is agreed. For example Wheel N Steel offering component support in a good offer is binding for both parties. The individuals or companies that purchase Wheel N Steel services. Material which is intended to assist prevalent management in producing project specific documentation. Supply and fitting of ancillaries i.e. seals Independent or owned oil company. Covered financial expenses for future and emergency financial goals. Ongoing functional testing and calibration checks on fire and safety to establish product and service performance in accordance with the original product and service specification. Approval process through which a product or service is required to undergo certification under given conditions. The impression given by Wheel N Steel to existing and potential customers. Not all companies will want to project the same image. Intangible creations of human intellect that are either exclusive or inclusive. Repairs the customer is responsible for.


WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

Inventory Invoice Job Card

Joint Venture Partner Logistics

Manual Marketing Materials Media Rights Merchandising

Metals Parts Supply Plastics Quality Management

Recording System

Sponsorship Standards

Technical Support Tools

Goods and materials Wheel N Steel holds for the ultimate goal of sales and system development. A description of the parts and services supplied with a demand for payment from the customer. Printed document for recording among other things, work required, work done, parts used, and time taken. Also known as logbook accompanied by safety data worksheet. Temporary partnership to gain mutual benefits by sharing costs, risks and rewards. Management and flow of resources between points of origin to of consumption in order to meet customer requirements. Technical communication document intended to give assistance to people using a particular system. Collection of media used to support the sales of a product or service. Rights relating to the use of a brands image on a media platform to underpin sound investments. The selling of licensed products with a team, event or organization based on intellectual property rights. Chemical elements with certain properties that make them either ductile or malleable. Supplying a wide range of parts or parts delivery that cannot be easily manufactured. A man-made material that can change its shape or soften by heating them. Collection of processes focused on consistently meeting customer requirements and enhancing satisfaction. An agreed system within Wheel N Steel so that all details of what is requested and or carried out is recorded. The job card is one of the main parts of this system. Payments to have a product associated with a team, event or organization. Established norm or requirement in regard to technical systems to be satisfied by material, design, product or service. The practical use held into position connected with a particular subject that is difficult to understand. An object necessary for carrying out basic


WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

Trading

Training Program

Warranty

II.

procedures used to achieve a particular objective. Buying or selling financial instruments from the financial market that seeks to outperform traditional buy and hold investing. A process developed to help people manage their career, learn new things and take steps to improve personally and professionally. An intention within an agreed time a problem occurs when the supplied goods or services are rectified free of charge by the supplier.

General The General Terms and the Standard Conditions shall exclusively apply to and shall govern any quotation, contract negotiations and any Agreement pertaining to the rendering of Services by Seller to Buyer, including E-commerce Services via the internet, notwithstanding and irrespective of what shall be stated in or on Orders, letters, general conditions and any other documents issued by or on behalf of Buyer, unless expressly stated otherwise by Seller in any written document issued by Seller.

III.

Quotations, Order and Order Acknowledgement a) Upon Buyer's request, Seller shall make price, schedule or special program quotations which quotations shall remain valid for a period of thirty (30) calendar days after quotation issue date, unless otherwise stated in the relevant quotation. Upon Buyer’s request Seller shall make customized price and delivery schedule quotations for (a) total program(s) based on the Services in this GTSC b) Orders for the rendering of Services shall be placed by Buyer in the English language and in conformance with the requirements stipulated in the Agreement c) Buyer’s Order shall be accepted by seller, if no quotation has been issued, by way of an Order Acknowledgement within fifteen (15) days after receipt of buyer’s order. Seller’s Order Acknowledgement shall be in the English Language and in conformance with the requirements stipulated in the agreement d) Within five (5) Days after the date of Seller's Order Acknowledgement Buyer shall inform Seller in writing of any discrepancy between Seller's Order Acknowledgement and Buyer's Order, failing which such Buyer’s Order shall be binding upon Seller and Buyer as from the date of Seller’s Order Acknowledgement e) If Buyer requests Seller to render additional Services to Buyer and the price of such additional Services has not been specified in Seller’s quotation or order


WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

acknowledgement, Seller shall invoice Buyer for the then current selling prices to such Services f) Seller shall only render services to Buyer, provided that Buyer has placed an Order and, if no quotation has been issued, Seller has acknowledged Buyer’s order in accordance with this Article unless Buyer and Seller have agreed in writing to an alternative ordering and acknowledgement procedure g) Buyer may cancel an Order, as acknowledged by Seller if no quotation has been issued, prior to the commencement of the performance of the Services and/or Item delivered. In such case Seller may recover from Buyer any actual damages arising thereof in an amount not more than the price of the Services to be performed and/or Item to be delivered covered by the cancelled Order. The cancellation charge shall be based upon the costs and expenses incurred by Seller in fulfilling the specific Order before Buyer’s cancellation of the Order as well as any third party claim in connection with such cancellation. Upon Buyer’s request, Seller shall validate such costs and expenses

IV.

Invoices and Terms and Conditions of Payment a) Seller will submit invoices to Buyer prior delivery of the Item or upon completion of Services called for by Buyer’s Order. Advance payments will be credited against Seller's invoice issued against such Order b) All payments to Seller shall be made net in KSH or in the currency in which Seller has quoted the Services to the credit of Seller’s account with a bank to be nominated by Seller. All bank charges and fees which arise out of or are in any way related to any payment made by Buyer under the Agreement, including but not limited on account of establishing a confirmed unchangeable letter of credit, shall be borne by Buyer c) All sums payable to Seller shall be paid in full, without notice or demand being required and without protest, defense, set off or counterclaim and free and clear of all deductions or withholdings whatsoever within the term as specified on Seller’s invoice. If no term of payment is mentioned on Seller’s invoice, then payment will be net thirty (30) calendar days after the date of Seller’s invoice d) In case Seller does not receive any amount due in its bank account on the agreed date(s), Seller shall have the right to claim from Buyer and Buyer shall promptly pay Seller for delayed payments, as a compensation for loss of interests, an amount equal to the amount so delayed in payment, compounded on a month to month basis. This percentage shall be calculated either on the basis of the London Interbank Offered Rate (LIBOR) for one (1) month United States Dollars plus six (6) per cent, to be fixed at 11.00 am on the first business day of each calendar month for any US Dollar payment or on an


WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

amount equal to the EURIBOR interest rate for any Euro payment plus six (6) per cent, to be fixed at 11.00 am on the first business day of each calendar month for any Euro payment. Claiming or refraining from such compensation from Buyer shall not discriminate any other rights of Seller under the Agreement or at law. Without prejudice to the above, Seller may in addition charge Buyer for reasonable expenses incurred in connection with the collection of invoiced amounts (including legal expenses) e) All payments to be credited to Seller’s account shall first be set off against costs and/or expenses, including charges and disbursements for legal services (if any), then against outstanding interest (if any) and finally against the principal claim. In the event of several outstanding debts, the payments received shall be set off against the oldest claim in the same manner f) Seller may at times require Buyer to make (an) advance payment(s) or to provide further security for the payment of the amount to be due for any Services to be rendered by Seller to Buyer

V.

Delivery a) Delivery All items and/or services shall be delivered to Buyer Ex Works Seller’s designated facility b) Packing All Items to be delivered to Buyer or Seller shall be packed in suitable export packing generally in accordance with ATA Specification 300 Cat. II. If specifically requested by Buyer, ATA Specification 300 Cat. V containers or equivalents shall be used and the additional costs involved shall be for Buyer's account c) Shipment 1) If Seller, upon Buyer's request, arranges transportation, all costs and expenses incurred by Seller in connection therewith shall be for Buyer's account. To the extent practicable, all transportation of Items arranged by Seller shall be by air freight or sea freight charges payable at destination by Buyer 2) All shipments to Buyer shall be accompanied by packing documents indicating Buyer's Order number, quantity shipped, part number, nomenclature and total value 3) Upon request, Seller shall inform Buyer, as soon as practicable about shipping arrangements made d) Certification An Authorized Release Certificate (EASA Form 1) shall accompany Items released by Seller to Buyer. A Certificate of Conformity (COC) shall accompany Items obtained from


WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

vendors by Seller and delivered by Seller to Buyer. A FAA 8130-3, a TCA 24-0078 or a TC Form 1 from the vendor will be included in the shipment documents by Seller to Buyer. Seller will deliver all other items with a COC to Buyer. e) Title and Risk 1) Seller will convey to Buyer good title to each Item and/or Service free and clear of all liens, claims, charges and encumbrances as provided for on General Terms, upon the latter of (a) delivery of such Item and/or Service or (b) receipt of full payment for such Item and/or Service 2) From the time of delivery, risk of loss of or damage to the Items and/or Services supplied by Seller to Buyer shall be for Buyer 3) Due to Protection of Geographical Indications, delivered and installed items could be determined to be a dependent part of an equipment on which the item has been installed, and as a consequence, the owner of the equipment is owner of all parts and/or equipment installed to the extent the law does not provide otherwise. If this aspect occurs, seller shall have the right in an event such as but not limited to insolvency of Buyer, when Buyer makes a general assignment for the benefits of its creditors, in case of bankruptcy of Buyer or a similar situation, to claim from Buyer an amount equal to the value of a new similar item

VI.

Taxes, Duties, Licenses and Special Documents a) Any Taxes levied by any authority on Services to be rendered to Buyer shall be for the account of Seller b) Any Taxes, which are not covered above, shall be for the account of Buyer. If under the provisions of any applicable law or regulation such Taxes are to be paid by Seller, Buyer shall reimburse Seller for that reason. If a claim for any such Taxes is made against Seller, Seller shall at Buyer's expense take such action as Buyer may reasonably direct to recover any amount paid by Seller, and shall, if requested by Buyer, permit Buyer in Seller's name to file a claim of action to recover such payment c) Seller shall obtain and pay for any licenses or special documents required by authorities for the performance of the Services d) Buyer shall obtain and pay for any licenses or special documents not covered above e) Any licenses or special documents to be obtained from the country of origin of any Service and required in Buyer's country of statutory residence shall be arranged, if


WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

possible, by Seller. Any costs and expenses incurred by Seller in obtaining such licenses or special documents shall be borne and be payable by Buyer and Buyer shall reimburse Seller for such costs and expenses promptly upon presentation of Seller’s invoice VII.

Excusable Delay Seller shall not be responsible for, nor be in default for failure or delay in the performance of any of its obligations under the Agreement for the time and to the extent such failure or delay is wholly or principally due to any of the following events: Acts of God or public enemy; civil war, warlike situations, insurrections, riots; fires; explosions; accidents; floods, inundation, earthquakes, or natural disasters; epidemics or quarantine restrictions; any governmental act, governmental priorities, governmental allocation regulation or orders affecting or prohibiting performance of Services; strikes or labour dispute causing cessation, slowdown or interruption of work; unavailability or inaccessibility of Seller’s warehouse(s), maintenance or other facilities or office(s) or of supplier’s services or premises; weather unfavorable for flying; inability to export to and / or import any of the Services into Buyer’s country due to customs and / or governmental regulations or acts; delay in transportation; or inability for Seller after due and timely diligence to procure the relevant components, systems, materials, accessories, parts, tools or other equipment, or delay in delivery thereof to Seller; preventive measures by Seller to avoid damage to materials, facilities or due to any other cause to the extent that such other cause is neither within Seller's reasonable control nor is occasioned by Seller's fault or negligence. Delays resulting from any of the foregoing causes are referred to as "Excusable Delay(s)". Promptly upon occurrence of any such cause which may result in a delay in the delivery of any Service or in the performance of any other obligation of Seller under the Agreement, Seller shall give notice of such anticipated delay to Buyer, which notice shall identify such occurrence and specify the period of delay which may be reasonably expected to result thereof.

VIII.

Disclaimer and Release THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND REMEDIES OF BUYER SET FORTH IN THESE GENERAL TERMS AND STANDARD CONDITIONS AND ANY AGREEMENTS, ORDERS AND CHANGE ORDERS PERTAINING THERETO, IF ANY, ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF INDEMNITEES AND RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST INDEMNITEES, EXPRESS OR IMPLIED, ARISING BY LAW OR


WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

OTHERWISE, WITH RESPECT TO ANY DELAY IN DELIVERY OF SERVICES OR NONCONFORMITY OF OR DEFECT IN ANY SERVICE PERFORMED AND/OR ITEM DELIVERED, INCLUDING BUT NOT LIMITED TO (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS, (B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, (C) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF INDEMNITEES, ACTUAL OR IMPUTED, AND (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY PRODUCT AND/OR ANY SERVICE PERFORMED AND/OR ITEM DELIVERED , FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO ANY EQUIPMENT AND/OR ANY SERVICE PERFORMED AND/OR ITEM DELIVERED OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. IX.

Liability and Indemnity a) Seller, its personnel, directors, joint venture partners, affiliates and its subcontractors shall not be liable towards Buyer for any loss or damage of whatever nature and howsoever caused unless in case of proven gross negligence or willful misconduct of Seller as a company. The above release by Buyer includes any damage or loss of property of Buyer including the Equipment as well as mental or physical injury sustained by, or death of, Buyer's personnel, regardless whether liability of Seller may arise under contract or law during or after the performances of Seller or its subcontractors under the Agreement. Seller shall in any event never be liable for any indirect or consequential damages, including but not limited to the loss of use, revenue or profit b) Buyer shall indemnify and hold the Indemnitees harmless from and against any and all claims against, or liabilities of, Indemnitees as well as cost and expenses (including legal fees in defending such claims and liabilities) incurred by Indemnitees, in relation to any loss or damage of whatever kind and nature which may be suffered by a third party (other than Indemnitees) due to the injury to or death of persons, other than Indemnitees, and for any loss of or damage to property other than property of Indemnitees, arising directly or indirectly out of the performances under the Agreement, unless Buyer proves willful misconduct or gross negligence of Seller as a company

X.

Insurance a) Buyer shall maintain the following insurance: Tools and Spares Risk, War Risk and Comprehensive Third Party Liability Insurance covering against loss or damage on the ground and Logistics comparable to similar insurance usually taken out by companies


WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

engaged in the same or similar business as Buyer and such insurance will contain the following provisions: In respect of Tools and Spares Risk, War Risk Insurance: 1) Any Item loaned or exchanged by Seller to Buyer: That the Items will be insured for their agreed value and to name Seller as Additional Insured for Seller’s respective rights and interests and as loss payee in respect of such Items 2) Any item including items not installed on equipment on which seller is to perform maintenance: That the insurers of Buyer will waive any rights of subrogation against seller, its personnel and its subcontractors until risk of loss thereof or damage thereto has passed to Buyer pursuant to the relevant order and /or statement of work. In respect of Third Party Liability Insurance: That Seller, its assignees and subcontractors, and their directors, officers, employees and persons hired to perform services are named as additional insured and to include severability of interest clause. In respect of all Insurance: 1) To include breach of warranty cover in favour of Seller and provide Seller with thirty (30) Days (seven (7) Days of such period as is customary in respect of War and Allied Perils) written notice of cancellation or material change in the insurance policies; and 2) To include that the insurance shall not be invalidated to the extent it concerns Seller, its personnel and its subcontractors by any act or omission or breach or violation of Buyer or any other party of any of its obligations contained in the insurance policies 3) Buyer shall furnish duly undersigned copies of certificates of insurance evidencing the above requirements of this Article 4) Seller shall maintain Products Liability Insurances covering its obligations under this Agreement comparable to similar insurance usually taken out by companies engaged in the same or similar business as Seller XI.

Intellectual Property – Non Disclosure


WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

a) Buyer Covenants: 1) That Documentation which has been or shall be furnished by Seller to Buyer in connection with this Agreement shall not, in any form whatsoever, without Seller’s prior written approval hereto, be disclosed to any third party nor be used by Buyer for purposes other than provided for 2) That nothing contained in the Documentation shall be deemed to convey to Buyer Intellectual Property Rights held or controlled by Seller. Ownership in all Documentation delivered by Seller under the Agreement shall, subject to the rights of any other owner or party with any title, rest with Seller 3) That Buyer permits Seller to adopt changes originated by Buyer and incorporated by Seller in Buyer's Documentation for release to other operators' Documentation. However, if Buyer does not wish that such changes be included in other operators' Documentation, requests by Buyer for proprietary handling will be respected 4) That if any disclosure is required by law, Buyer shall use its best efforts to limit such disclosure, including a request for confidential treatment or implementing other means reasonably requested by Seller b) Buyer shall not deliver any Item or Documentation and Buyer shall issue upon Seller’s request any statement or declaration that Buyer shall not deliver any Item or Documentation supplied by Seller to Buyer to any third party, which has been excluded from delivery of such Item or Documentation or to which delivery thereof has been made subject to prior written (conditional) license, authorization, permit or approval by the working or enforcement of any Law or constitution of any country having jurisdiction over the OEM, Vendor or over Seller c) All Intellectual Property Rights, if any, in relation to, such as but not limited to, Documentation, Components, Parts, Items, Modifications or Services, provided by Seller to Buyer, or produced by Seller as a part of the Services, reside with and / or accrue fully to Seller, unless otherwise agreed by Seller and Buyer in writing XII.

Termination a) Without prejudice to the terms and conditions of the Agreement, if either party shall refuse, neglect, or fail to substantially perform, observe and keep any of the material terms or conditions contained in the Agreement to be performed, observed, and kept by such party and such refusal, neglect, or failure shall continue for a period of fifteen (15) Days after written notice thereof, such refusal, neglect, or failure shall constitute a default under the Agreement in respect of which the other party shall have the right to


WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

terminate the Agreement in whole or in part by a further written notice, effective immediately to the party in default without any court interference being necessary b) In addition to and notwithstanding the foregoing, a party shall be deemed in default hereunder and the Agreement shall terminate automatically effective immediately by written notice if the other party contemplated a decision to request for suspension of payment or bankruptcy, or is the subject of a request for suspension of payments or bankruptcy filed by a third party, or contemplated a decision for the termination and/or liquidation of (a substantial part of) its business c) All invoices and payment conditions, liabilities and Indemnitees, Insurance, nondisclosures, non-deliveries, warranties, Immunity waiver, applicable law and Arbitration and assignment shall survive termination of the Agreement d) The above provisions shall survive termination of the Agreement

XIII.

Assignment a) The Agreement shall insure for the benefit of and be binding upon each of the parties hereto and their respective successors and assignees. Neither the Agreement, nor any duty, right, interest therein may be delegated, assigned, or otherwise transferred in any manner by such party without the prior written consent of the other party, which consent shall not be withheld in the event of corporation amalgamation or reorganization or subsidiary restructuring of one of the party’s activity provided that the assignee effectively undertakes to comply with all the terms and conditions of the Agreement as though it had been an original party hereto b) However, Seller reserves the right to make use of the services of specialized subcontractors where deemed appropriate at its own discretion. Such subcontracting shall not relieve Seller from its obligations under the terms of the Agreement c) Either party may assign claims for monies due or to become due hereunder to any bank, trust company or other financial institution, including any governmental lending agency d) The assigning party shall provide the other party with two (2) signed copies of any assignment, one of which shall be returned to the assigning party dated and signed and executed by the other party for approval and acceptance of such assignment

XIV.

Non-waiver


WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

The failure of Seller to enforce any of its remedies or to require strict performance of any obligations of Buyer under the Agreement shall not constitute a present or future waiver by Seller of such remedy or obligation. XV.

Miscellaneous a) Order of Precedence: Conflicting provisions hereof, if any, shall prevail in the following descending order of precedence:  The Agreement  Standard Conditions  General Terms b) In the Agreement, unless the context requires otherwise, words denoting the singular number shall include the plural and vice versa c) Notices All notices and requests in connection with the Agreement shall be given in writing and may be given by facsimile, cable, telex or any other customary/digital means of communication to be followed by written notice or request to Seller’s address as specified in the Agreement. The effective date of any notice or request sent in connection with the Agreement shall be the date on which the addressee receives it d) English Language  The performance of Services and all communications between Seller and Buyer regarding the Agreement shall be in the English language  Notwithstanding any translation of the Agreement, whether or not at the same time with the negotiation or execution of the Agreement, the English version of the Agreement shall exclusively control all matters of interpretation e) Headings Article and paragraph headings used in the Agreement are for reference only and shall not affect the construction or the interpretation of the Agreement f) Homologation Authority Requirements It is expressly stated hereby that the mandatory requirements or other regulations issued from time to time by Homologation Authorities, and imposed on Seller, shall be considered an integral part of the Agreement to the extent applicable to the Services, and consequently any conflicting provisions as set forth herein shall be considered null and void, unless otherwise stated g) Severability If any provision of the Agreement shall be invalid or unenforceable, it shall be replaced by such valid or enforceable provision available under applicable law that most closely


WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

approaches the invalid or unenforceable provision in economic effect. Parties hereby waive and release any and all rights they may have to dissolve the Agreement or to cite the invalidity thereof on the basis of the above XVI.

Immunity Waiver To the extent that Seller and/or Buyer may in any jurisdiction claim for themselves or their assets (including the product/service) immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or from other legal process and to the extent that in any such jurisdiction there may be attributed to themselves or their assets (including the product/service) such immunity (whether or not claimed) Seller and Buyer hereby irrevocably agree not to claim and hereby irrevocably waive any immunity to the fullest extent permitted by the laws of such jurisdiction [with the intent, inter alia, that the foregoing waiver shall have effect for the purposes of the Foreign Sovereign Immunities Act of 1976 of the United States of America (if applicable)].

XVII.

Export Control Services as provided by Seller to Buyer under the Agreement may be subject to export controls of the European Community, United States of America and/or export controls in other countries. Buyer is responsible to ensure that usage and/or transfer of Services and / or information as purchased by Buyer from Seller under the Agreement complies with all relevant export control regulations, including the United States International Traffic in Arms Regulations (ITAR) and/or the Export Administration Regulations (EAR), WASSENAAR Internal Compliance Program, if applicable. If requested by Seller, Buyer will immediately provide Seller with a so-called end-user statement in regard to the ultimate use and / or destination of Services ordered by Buyer. Seller reserves the right to reject delivery of Services to Buyer if such delivery would be conflicting with export controls as described herein and / or Seller’s (export) compliance policies.

XVIII.

Applicable Law and Arbitration a) The Agreement shall be governed by and construed and interpreted in accordance with the law of UN Commission on International Trade Law (UNCITRAL) and its TRIPS (Trade Related Aspects of Intellectual Property Rights) Document b) All disputes arising in connection with the Agreement, which cannot be solved by agreeable negotiations, shall be finally settled in accordance with the rules of the International Tribunal for The Law of the Sea (ITLOS) as currently in effect. The place of arbitration shall be Hamburg, Germany. The proceeding will be held before a panel of


WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

three arbitrators where each party will choose one arbitrator and the third will be selected jointly by the two appointed arbitrators and, where such agreement cannot be reached, by appointment of the director of ITLOS or his or her designee. The arbitrage procedure will be conducted in the English language. This provision does not enjoin a party to take precautionary measures against the other party through any court of competent jurisdiction.


WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

Work Authorization & Control Process Introduction The Work Authorization & Control Process was established to authorize work and to prevent equipment damage or personnel injury during complex repair availabilities performed during maintenance availability for non-nuclear work and testing.

Purpose The Work Authorization and Control process is required for all non-nuclear work performed on advanced materials and systems during Operations scheduled availabilities when invoked by local instruction and/or a Memorandum of Agreement (MOA). Work on systems and components must be properly authorized and controlled in order to ensure rigorous personnel and safety standards are met. Work may include planned maintenance (PMS), troubleshooting, corrective maintenance, and/or alterations, and may also involve removal of system components for repairs. The Work Authorization Form (WAF) process provides a formal link between work authorization and the setting of system conditions/status required to safely accomplish the work. System status is affected when the work requires the use of a tag-out, limits component operability, or installs/removes test equipment or support systems. The WAF will be used to document:   

Approval to accomplish work Completion of work Transfer of systems or portions of systems with or without transferring the ability to operate advanced equipment such as those in Ships, Aircrafts, Industrial Processing and Engineering

Centralized Work Control Team (CWCT) A Maintenance Coordinator from Wheel N Steel has the responsibility for determining if a CWCT needs to be established. If one is required, the following guidelines apply: 

The CWCT will act as the central location for the processing of all work documents through the system


WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

   

A Maintenance Coordinator from Wheel N Steel will specify participation, supervision and members of the team A Work Control Leader from buyer will supervise the CWCT team for the performance of nonnuclear work and control interface The buyer should staff the CWCT with an experienced officer and a senior officer A Wheel N Steel partner will work in connection for processing and tag-out isolation

Work Authorization Form (WAF) The WAF is the authorization document required to safely accomplish work or testing and transferring work control of systems or equipment to and from the buyer’s premise. Work includes all maintenance, repairs or modifications and the installation or removal of temporary support systems and equipment. WAF’s will have the appropriate reference documents attached such that the scope of work to be performed and required isolations is understood. The WAF shall be filled out by Wheel N Steel or as determined by an approved MOA for availability to thoroughly review WAF for completeness and administrative errors. Administrative errors can cause:   

Catastrophic issues Wrong component identification Incorrect component and system isolation proposals

A WAF Revision Sheet will identify work that changes the scope of the existing Job Description or tag-out boundary requiring a newly revised WAF specifically any change to conditions established by an authorized WAF, including the associated tag-outs for formal revision.

Work Authorization When buyer is assigned responsibilities for work authorization and control by MOA during operations availabilities: 

The buyer shall maintain work authorization log(s) for all non-nuclear WAF’s generated during the availability. A copy of or access to the WAF index should be provided to Wheel N Steel either by hard copy or electronically Wheel N Steel will retain a copy of all WAF’s


WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

WAF Processing  

 

The WAF is the only vehicle by which work requiring formal control is authorized for accomplishment The WAF is required to authorize the start of maintenance on all systems and equipment by activities other than Wheel N Steel. Maintenance includes all repairs or modifications, and installation or removal of temporary support systems and equipment Repair Activity non-intrusive maintenance (i.e. painting, lagging and sheet metal work) that does not affect personnel safety does not normally require a WAF A review of all authorized maintenance within a particular system is conducted to determine the size of the maintenance and tag-out boundary for each individual WAF. This minimizes multiple tag-out entries for work on the same portion of systems

WAF Determination  

The Technical Work Document (TWD) i.e. job card will be reviewed and then a determination will be made if there is need for a WAF If a WAF is required, Wheel N Steel shall determine if the work of the TWD fits within the work description and tag-out boundaries of an existing WAF. If it does fit, a TWD Record shall be issued Prior to releasing a TWD, Wheel N Steel shall ensure there is no danger/caution tags within the work boundary. If not, a new WAF shall be developed or revised to an existing WAF

Work Requiring WAF 

All intrusive work requires a WAF to include: a) Work which could cause personnel injury or equipment damage if the component or system could be operated while work is in progress. Work includes: i. All maintenance, repairs, modifications, installations of temporary or support systems and equipment connected into advanced systems ii. Cutting or removing foundations from propulsion plant equipment iii. Removal of lighting and other electrical fixtures and components iv. Installation/removal of staging in a way of moving equipment i.e. mast, antennas, radars, launchers, king posts, davits e.t.c


WHEEL N STEEL SERVICES ǀ General Terms & Standard Conditions

Note: If Wheel N Steel does not provide a TWD, the job description will be filled out by or with the assistance of the buyer. A tag-out is developed and prepared according to the job description All work to be performed shall have all personnel first read the danger/caution tag prior to commencing work and signatures by the activity performing technical maintenance, repair, installation or testing will be a mandatory requirement to indicate complete work Any administrative corrections or minor changes to information on an existing WAF require correct initial date entry. These changes must not affect the scope or sequence of work to be performed and include items such as: i. Erroneous job order numbers ii. Spelling errors Incomplete work shall be signed off as incomplete together with a reason stated in a stop work condition which has been authorized and unexpected reasons so as to work not performed i.e. “work cancelled due to funding.” A search shall be conducted if a WAF is deemed lost and inquiries to the original WAF shall reinitiate a copy of the WAF from the latest copy on file and annotated in red ink

Warranty Wheel N Steel warrants that employees/partners used in the performance of the Services shall have the qualifications, skills and experience necessary to perform the Services taking into account the required qualifications, skills and experience by Buyer set forth in the Order as acknowledged by Wheel N Steel. The services to be performed by Wheel N Steel, however, shall at no time be construed to provide any warranty or guarantee as to the results of the Technical Support Services. Wheel N Steel hereby explicitly acknowledge, accept and repeat their rights and obligations as stated herein “Liability and Indemnity” of the General Terms. If at all buyer requires technical staff training, loan item services and parts exchange, a special arrangement shall be made on the subject matter and the service shall be priced in accordance with Wheel N Steel at a Fair, Rational and Non-discriminatory (FRAND) price. All expenses incurred by buyer receiving services, such as personal liabilities, board and lodging, transportation, clearance from customs and daily subsistence shall be borne by buyer.

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Wheel N Steel General Terms & Conditions  
Wheel N Steel General Terms & Conditions  
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