Terms and Conditions of Sale

1. Pricing and Commercial Basis

All quotations are subject to confirmation and may be amended prior to order acceptance. Unless expressly stated otherwise, prices exclude taxes, duties, levies, import charges and similar costs, all of which shall be the responsibility of the Buyer.

Quoted prices are based on the agreed Incoterm and commercial assumptions in force at the time of quotation. Title and risk shall pass in accordance with the applicable Incoterm stated in the order confirmation or sales contract.

All weights, dimensions and quantities are approximate unless expressly stated otherwise. Unless agreed in writing, a supply tolerance of ±5% shall apply.

2. Delivery

Any delivery dates or shipment windows provided by Upstream Tubulars Ltd are estimates only and shall not be treated as fixed or guaranteed dates.

Upstream Tubulars Ltd shall not be liable for delay or non-performance caused by matters beyond its reasonable control, including but not limited to mill or supplier delay, transport disruption, port congestion, labour issues, governmental action, force majeure events, documentation delay caused by third parties, or incomplete or late information provided by the Buyer.

Where delivery is postponed at the Buyer’s request, Upstream Tubulars Ltd may charge reasonable storage, handling, re-documentation or re-delivery costs as applicable.

3. Payment Terms

Payment terms shall be agreed on a transaction-by-transaction basis, taking account of order value, product type, destination, freight structure, prior trading history and perceived commercial risk.

Payment by the Buyer shall not be conditional upon payment being received by the Buyer from any third party. Retention or set-off is not permitted unless expressly agreed in writing by Upstream Tubulars Ltd.

If, in the reasonable opinion of Upstream Tubulars Ltd, the Buyer’s financial position does not justify the agreed payment terms, Upstream Tubulars Ltd reserves the right to require advance payment, security, revised payment terms or other adequate assurance before manufacture, dispatch or further performance.

Late payments may accrue interest at a rate of up to 1.5% per month, or the maximum lawful rate if lower. The Buyer shall also reimburse reasonable costs of collection and recovery.

4. Product Warranty

Products are supplied subject to the original manufacturer’s warranty where applicable. Upstream Tubulars Ltd does not provide a broader warranty than that made available by the relevant manufacturer, mill or processor.

Where products have been processed or fabricated directly by or on behalf of Upstream Tubulars Ltd, those products shall be warranted to be free from material defects in workmanship for a period of 12 months from delivery, subject always to proper storage, handling and use.

The sole remedy available to the Buyer shall be, at the option of Upstream Tubulars Ltd, repair, replacement or credit in respect of the affected goods only.

5. Inspection and Claims

The Buyer shall inspect goods immediately upon receipt. Any claim relating to shortage, visible damage, incorrect goods, non-conformity or other alleged defect must be made in writing within 5 days of delivery or, for latent defects, within a reasonable time after discovery.

No goods may be returned without the prior written approval of Upstream Tubulars Ltd.

6. Limitation of Liability

To the fullest extent permitted by law, the total liability of Upstream Tubulars Ltd in connection with any contract, order or supply shall not exceed the invoice value of the goods or services giving rise to the relevant claim.

Upstream Tubulars Ltd shall not be liable for loss of profit, loss of revenue, loss of business, loss of use, delay damages, downtime costs, reputational loss, indirect loss, consequential loss or claims brought by the Buyer’s customer or any third party.

7. Use of Products

The Buyer is solely responsible for ensuring that products are suitable for their intended purpose, service environment and method of use. Unless expressly agreed otherwise in writing, products are not supplied with any project-specific design responsibility or application warranty beyond stated specifications.

8. Indemnity

The Buyer shall indemnify and hold harmless Upstream Tubulars Ltd against claims, liabilities, losses, damages and costs arising from improper selection, incorrect specification, misuse, unauthorised modification, improper storage, incorrect installation or unsuitable application of the supplied goods.

9. Order Cancellation and Returns

No order may be cancelled, suspended or materially changed without the prior written agreement of Upstream Tubulars Ltd. Where cancellation or amendment is accepted, Upstream Tubulars Ltd reserves the right to recover all costs, liabilities, commitments and losses incurred as a result.

10. Assignment

The Buyer may not assign, novate or otherwise transfer its rights or obligations without the prior written consent of Upstream Tubulars Ltd.

11. Market and Regulatory Changes

Quoted prices and delivery assumptions may be affected by changes in duties, anti-dumping measures, export restrictions, sanctions, subsidies, tax regimes, carbon-related charges, freight conditions or similar regulatory or market developments. Upstream Tubulars Ltd reserves the right to revise pricing where such changes materially affect the cost or feasibility of supply.

12. Governing Law and Jurisdiction

These terms and any dispute arising from them shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction unless otherwise agreed in writing.