Download as pdf or txt
Download as pdf or txt
You are on page 1of 12

PROPOSAL TO

PT. SANGGALA BUTALA SETU

FOR
THE PROVISION OF BASIS™ ELECTRIC LINE CAMERA
FOR PERTAMINA GEOTHERMAL TENDER

FOR THE ATTENTION OF JOE MONTANG

EV Reference: Date Issued:

ENQ20230523 23/05/2023

QUOTATION PREPARED BY:

Diniyaty.nofiah@evcam.com

TEL: +62-811103492

EV Offshore Ltd
Contents

1.0 SCOPE OF WORK ..................................................................................... 3

2.0 EQUIPMENT ............................................................................................. 4

3.0 WEIGHTS AND DIMENSIONS AS SHIPPED ..................................................... 5

4.0 PERSONNEL ............................................................................................. 5

5.0 DELIVERABLE TO CUSTOMER .................................................................... 5

6.0 CUSTOMER RESPONSIBILITIES ................................................................... 5

7.0 COMMERCIAL PRICING .............................................................................. 6

7.1 INDONESIA PRICE BOOK RATE .................................................................. 6

8.0 DAMAGE / LIH REPLACEMENT CHARGES.................................................... 7

9.0 TERMS AND CONDITIONS ........................................................................... 8

Document Issue
Revision Revision
Revision Description Control Initial
Number Date
Created ES/DN
A01 1st issue Reviewed SB
Approved SB
Created
A02 Reviewed
Approved
Created
A03 Reviewed
Approved

This document contains EV’s confidential and proprietary information that is for the sole use
of the intended recipient(s). Review, use, distribution or disclosure by the recipient(s) is
strictly prohibited, without the written permission of EV.

BD-00029-A06 – Quote Template


Basis™ E-Line for PT. Sanggala Butala Setu 23/05/2023
Page 2 of 12
1.0 Scope of Work
EV help well operators identify, understand, and resolve the most complex of wellbore issues. We are
pioneers, providing a complete and quantified picture to the global oilfield industry. EV is The Downhole
Visual Analytics Company. EV will support the downhole visual analytics and downhole camera
services provided by SABS.

EV regularly runs more than 100 video-based operations per month and has extensive experience in
advising customers on the procedures required to obtain the most suitable wellbore environment,
conducive to acquiring the clearest images possible.

The high-definition images EV acquires convey a powerful message when integrated with the
quantitative measurements from other cased hole logging sensors. IVC (Integrated Video Caliper)
offers both a unique product and an efficient method of acquiring multiple measurements in a single
run. IVC effectively provides data analysts the vision to read between the quantitative multi-finger
caliper finger traces in to further enhance their understanding of the exact wellbore conditions and
support their interpretation analysis.

The quality of the downhole video and the quality of pictures is directly proportional to the clarity of the
fluid present across the area being inspected or the point of interest. EV’s operation support will provide
well-site advice but it is strongly recommended that wellbore clean-up procedures and running
procedures are planned and agreed prior to mobilization.

EV prides itself on its success rate in delivering quality images in challenging environments.

BD-00029-A06 – Quote Template


Basis™ E-Line for PT. Sanggala Butala Setu 23/05/2023
Page 3 of 12
2.0 Equipment
EV will supply the following equipment providing full redundancy with the following specification:

Item Quantity

Wireline Downhole Logging Tool 2


Wireline Downhole Logging Centraliser 2
Wireline Downhole MCU 2
Wireline Downhole Toolkit 1
Wireline Downhole Cable Kit 1
Wireline Downhole Spares Kit 1

Basis™ E-Line Specification

Diameter 43mm / 1 1/16”

Length* 3600mm / 141”

Pressure Rating 15,000psi / 1034bar

Temperature Rating 125°C / 257°F

Camera Monochrome
Image Capture 0.2fps to 4.2fps

Connection GO
*Depending on configuration

The Basis™ E-Line camera sets the standard for downhole cameras and can be run on any mono
conductor or hepta-cable. The modular design permits it to be run as either a downview, sideview or
both. The unique sapphire window and lens maximises light and picture quality. Basis™ E-Line is easily
transportable via any aircraft or other means allowing for rapid mobilisation.

Full digital bi-directional transmission gives full control over camera functions and ensures maximum
flexibility. The intensity of the LED lights can be controlled from the surface so that in reflective
environments such as chrome tubing the lights can be reduced whereas in a dark environment the
lights can be increased.

Deviation, high side and internal temperature are digitally transmitted to the surface laptop ensuring
that the image can always be viewed in real time high side up, independent of the tool rotation.

Both the picture resolution and refresh rate are controlled from the surface when running in hole or
monitoring a dynamic environment such as fluid entry, a higher frame rate can be delivered by reducing
the resolution, similarly when inspecting a stationary object a high resolution picture can be taken but
with a lower update rate.

The Basis™ Sideview camera has dedicated high intensity LED lights ensuring the best possible lighting
of sideways looking images. The lens has a wide range of focal length from 1" up to 8". Control of the
rotation of the sideview camera is fully digital with 360° rotation.
BD-00029-A06 – Quote Template
Basis™ E-Line for PT. Sanggala Butala Setu 23/05/2023
Page 4 of 12
3.0 Weights and Dimensions as Shipped
Unit Weight Dimensions Total Wt
Item Quantity
(Kg) * LxWxH (mm) (Kg)
Wireline Downhole Logging Tool 2 30.5 1346 x 406 x 155 61

Wireline Downhole Logging Centraliser 2 23.4 1127 x 406 x 155 46.8

Wireline Downhole MCU 2 25 524 x 430 x 210 50

Wireline Downhole Toolkit 1 14 620 x 490 x 220 14

Wireline Downhole Cable Kit 1 14.5 524 x 430 x 210 14.5

Wireline Downhole Spares Kit 1 9 490 x 390 x 190 9

Total Weight (9 pieces) 195.3 Kg


*All weights and dimensions are approximate and will be confirmed prior to delivery.

4.0 Personnel

An EV operation support will assist while the downhole camera job from town. The pre-jobs meeting,
the running procedure, the surface testing on the field, the execution days, and the presentation will be
involving the EV team. The camera equipment will be mobilized from the base in Jakarta – Indonesia
or come from an area where the equipment is available. The personnel for execution will be using the
technology partner personnel. That personnel is already trained by EV teams UK and EV teams
Indonesia for theory and practical. If operations are expected to last longer than 12 hours, it is
recommended that a second Field Engineer is supplied.

5.0 Deliverable to Customer


Upon completion of the job, the customer will be supplied with a run report, and a video log presented
on a USB flash drive or DVD.

6.0 Customer Responsibilities


• Transport of EV equipment to the well site;
• Transport of EV Field Engineer to well site;
• Any asset-specific training or PPE required at the well site;
• Accommodation and subsistence for EV personnel at well site;
• Rigging and craneage as required;
• Any necessary well bore clean-up prior to camera deployment;
• Return of equipment to EV facility;
• Electrical supply 100-230VAC, 45-63Hz, 16amp.

BD-00029-A06 – Quote Template


Basis™ E-Line for PT. Sanggala Butala Setu 23/05/2023
Page 5 of 12
7.0 Commercial Pricing
7.1 Indonesia Price Book Rate

Basis™ E-Line Charges (Black and White)


No. Description Product Code Unit Global Unit Price Rate (USD)
(USD)

1.108 Project Set Up PTD-TVL EA 4.025,00 2.536,00

1.1.08 Mob & Demobilization inclusive personnel PTD-TVL EA 8.050,00 5.072,00

2.1.02 E-Line SD Downview equipment daily rental ESD-RNTL-D DAY 4.537,00 1.020,00

2.1.07 E-Line SD Single lens sideview camera rental ESD-SV DAY 2.455,00 552

2.1.03 E-Line SD Run 1 (add hrs > 12 hrs : reset at 24 hrs, add footage >5000ft) ESD-Run1 EA 19.238,00 12.142,00

2.1.06 E-Line SD Single Led sideview camera (additional to downhoe camera per run) ESD-SVC EA 5.672,00 3.571,00

2.1.05 Basis E-Line, additional footage charge EHD-AFC FT 2,15 1,36

9.3.10 Delivery and Storage - Extreme video INT-WEB-EV1 flat 558 558,00
NOTES:
1. Toolset includes two (2) tools, a master tool, and a backup tool
2. Rates apply per day or part thereof
3. Applies when Survey is >500 m
4. Standard turn-around 3-5 days, shorter turn-around is also available and will be quoted on a case-by-case basis

8.0 Damage / LIH Replacement Charges

Lost in Hole
2.2.01 Basis E-Line telemetry and downview camera ESD-LIH1 EA 59,842.00
2.2.02 Basis E-Line sideview camera and motor ESD-LIH2 EA 83,550.00
2.2.03 Basis E-Line Centraliser ESD-LIH3 EA 13,625.00
2.2.04 Basis E-Line Master Control Unit (MCU) ESD-LIH4 EA 54,435.00

BD-00029-A06 – Quote Template


Basis™ E-Line for PT. Sanggala Butala Setu 23/05/2023
Page 7 of 12
9.0 Terms and conditions
Prices are subject to the headline commercial qualifications and terms and conditions detailed in the
following sections.

Currency
All Prices are quoted in USD as indicated on the pricing table.

Equipment and Field Engineer Charges


Equipment and Field Engineer charges are applicable per calendar period (day/month) or part thereof
and are charged from departing EV facility to returning to same.

Run-in-Hole (RIH)
The RIH charge shall apply each time the tool is run into the well, passing below the rotary table.

Delivery
Subject to availability. Equipment shall be available for collection from the nominated EV facility for
the customer to collect. EV can deliver at the charges stated in the pricing table.

Equipment Damage and Lost-In-Hole (LIH)


Damage to equipment whilst at the well site will be chargeable to the customer. Full LIH costs will be
charged for any part of the tool that is lost downhole. Any flooding of the camera due to impact shall
be considered a total loss.

Cancelation Charge
If the jobs for various reasons are cancelled by the customer after the crew and/or equipment have
left the origin/EV base and are being sent to the mobilization point,
the following charges apply:
a. Project set up/mob & demobilization equipment, or Remote support service set-up charge
b. Cancelled Operation Charge (OPS-CANCL) = USD 6.653,00
c. Daily rental and personnel.

Direct Operational Costs


Direct operational costs associated with the job will be charged as in the pricing table and shall
include but are not limited to travel, accommodation and subsistence.

Invoicing
An operational invoice shall be raised on return of equipment/personnel or calendar month, whichever
is the sooner. Separate invoices shall be raised for any damage and recoverable costs as required.

Payment terms are 30 days after receipt of invoice.

Validity
This quotation is valid for a period of 30 days and is subject to the availability of equipment.

Taxes, Duties, and Local Charges


All prices stated in the pricing table are exclusive of VAT, local taxes, withholding tax, or duties that
may be applicable.

Incoterms
All prices are EXW (ex-works) EV facility.
Terms and Conditions
Unless an MSA or Terms and Conditions have been agreed, this offer is made under EV Standard
Terms and Conditions (below).

BD-00029-A06 – Quote Template


Basis™ E-Line for PT. Sanggala Butala Setu 23/05/2023
Page 9 of 12
Standard Commercial T&C’s
1. DEFINITIONS
1.1. “AFFILIATE” shall mean any subsidiary or parent or holding company of any company or any other subsidiary of such parent or holding company. For the
purpose of this definition “holding company” and “subsidiary” have the meanings given to those expressions in Section 1159 and Schedule 6 of the Companies
Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in Sections 1159(1)(b) and (c) thereof, as a member of
another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in
connection with the taking of security, or (b) its nominee.
1.2. “CLIENT GROUP” shall mean, where the CUSTOMER is not the ultimate beneficiary of the SERVICES, such beneficiary or end-user, its co-venturers, its and
their respective AFFILIATES and its and their respective directors, officer, employees (including any agency personnel), but shall not include any member of the
EV GROUP.
1.3. “CONTRACT” shall mean these standard terms and conditions, the QUOTATION, the ORDER, the ORDER CONFIRMATION and any other technical or
commercial documents (e.g. quote, workbook, price list etc.) agreed by the parties in writing to form part of the CONTRACT.
1.4. “CONTRACT PRICE” shall mean the price paid or payable for the and services and any products and/or deliverables calculated in accordance with the prices
set out in the QUOTATION, as may be amended in the ORDER CONFIRMATION.
1.5. “CUSTOMER” shall mean the company to whom EV is providing the products and services as specified in the CONTRACT.
1.6. “CUSTOMER GROUP” shall mean the CUSTOMER, its co-venturers, its and their respective AFFILIATES and its and their respective directors, officers,
employees (including agency personnel), and CLIENT GROUP but shall not include any member of EV GROUP.
1.7. “EV” shall mean the EV company providing the products and services under the CONTRACT.
1.8. “EV GROUP” shall mean EV, its subcontractors, its and their AFFILIATES, its and their respective directors, officers, employees (including agency personnel),
but shall not include any member of CUSTOMER GROUP.
1.9. “FORCE MAJUERE” means the occurrence of any act or event which is unforeseeable and outside the control of the party affected, including acts of god,
riots, civil or military disturbances, national or regional strikes and acts of any government or public authority. 1.10.“ORDER” shall mean the CUSTOMER’S order
for SERVICES which may either be: (1) set out in the CUSTOMER’S order form; or (2) provided verbally to EV by the CUSTOMER. 1.11.“ORDER CONFIRMATION”
shall have the meaning set out in Clause 2.3. 1.12.“QUOTATION” shall mean the quotation(s) provided by EV to the CUSTOMER in respect of the SERVICES.
1.13.“SERVICES” shall mean the services to be supplied by EV, which may also include the provision of products and/or deliverables, as detailed in the
QUOTATION or ORDER CONFIRMATION.
1.14.“DIRECT TAXES” shall mean any direct taxes or other similar charges as required under a law or regulation.
1.15.“INDIRECT TAXES” shall mean any indirect taxes, duties, levies or other similar charges as required under a law or regulation
1.16.“WARRANTY PERIOD” shall be shall be from the date of performance of the SERVICES until EV has demobilised from the WORKSITE.
1.17.“WORKSITE” means the lands, waters and other places on, under, in or through which the SERVICES are to be performed.

2. BASIS OF CONTRACT
2.1. A QUOTATION given by EV shall only be valid for a period of thirty (30) calendar days from its date of issue.
2.2. The CUSTOMER may submit an ORDER to purchase services as specified in the QUOTATION,
2.3. EV may issue a written acceptance of the ORDER to CUSTOMER (“ORDER CONFIRMATION”).
2.4. These terms and conditions shall apply to the CONTRACT to the exclusion of any other terms that CUSTOMER seeks to impose or incorporate, including any
terms attached to the ORDER or which are implied by trade, customer or course of dealing.
2.5. Any samples, drawings, descriptive matter or advertising produced by EV and any descriptions or illustrations contained in EV’s catalogues or brochures are,
unless specified in the QUOTATION, produced for the sole purpose of giving an approximate idea of the SERVICES described in them. They shall not form part of
the CONTRACT or have any contractual force, unless such items have been expressly incorporated into the CONTRACT. 2.6. The CONTRACT between the parties
shall be formed either: (a) upon receipt by CUSTOMER of the ORDER CONFIRMATION; or (b) upon the commencement by EV, at the instruction of the
CUSTOMER, of the mobilisation of its personnel or equipment; whichever is the earlier.
2.7. The CONTRACT shall automatically terminate on completion of the SERVICES. Those provisions which expressly or by implication survive termination shall
continue in full force and effect.

3. PAYMENT TERMS
3.1. In consideration for the provision of the SERVICES, the CUSTOMER shall pay EV the CONTRACT PRICE.
3.2. EV will invoice the CUSTOMER the CONTRACT PRICE as set out in the CONTRACT at the address specified in the ORDER.
3.3. Unless stated otherwise in the CONTRACT, the CONTRACT PRICE excludes any DIRECT TAXES and INDIRECT TAXES. The CUSTOMER shall be responsible for
paying all taxes, duties, levies, charges and contributions (including national insurance and social security benefits) assessed against it in connection with the
SERVICES.
3.4. If the CUSTOMER is legally obliged to deduct any DIRECT TAXES the CUSTOMER will ensure that EV receives a payment not less than the CONTRACT PRICE
plus any INDIRECT TAXES. If the CUSTOMER does not deduct DIRECT TAXES the CUSTOMER shall save, protect, defend, indemnify and hold harmless EV from any
charges, contributions and taxes and any interest or penalty thereon which may be assessed, by any appropriate governmental authority whether of the United
Kingdom or elsewhere, on the CUSTOMER GROUP in connection with the CONTRACT and from all costs reasonably incurred in connection therewith.
3.5. EV may charge all relevant INDIRECT TAXES and the CUSTOMER shall be responsible for payment of these taxes and the CONTRACT PRICE to EV on
production of a valid invoice.
3.6. The CUSTOMER shall make payment within 30 days of the date of the invoice and will notify EV within 7 days of receipt if CUSTOMER disputes any invoice
amount. However, CUSTOMER shall be obliged to pay the undisputed portion of the invoice.
3.7. Without prejudice to any other rights or remedies available, EV may charge the CUSTOMER interest in respect of late payments at UK Bank of England base
rate plus 4% until payment is received.
3.8. If the CUSTOMER is legally obliged to deduct any DIRECT TAXES on late payment interest the CUSTOMER will ensure that EV receives late payment interest
that is not less than the Bank of England base rate plus 4% until payment is received.
3.9. All amounts due shall be paid by the CUSTOMER without any set-off, counterclaim or withholding.

BD-00029-A06 – Quote Template


Basis™ E-Line for PT. Sanggala Butala Setu 23/05/2023
Page 10 of 12
3.10.The CUSTOMER shall supply any relevant tax information requested by EV. In particular if the CUSTOMER is legally obliged to deduct any DIRECT TAXES on
payments to EV, the CUSTOMER will ensure that EV is informed of this in writing seven (7) days in advance of making the payment.

4 CONFIDENTIALITY
4.1. Both (i) EV shall keep confidential any information disclosed by the CUSTOMER; and (ii) CUSTOMER shall keep confidential any information disclosed by the
EV on: its business, organisation, finances, processes, specifications and technology. The obligations of confidentiality under this Clause 4 shall not apply if the
information (i) was held by the receiving party prior to any discussions between the parties regarding the CONTRACT, (ii) is already within the public domain, (iii)
was received from a third party without an obligation of confidentiality to the disclosing party; or (iv) is required to be disclosed by the receiving party under a
law or regulation.
4.2. This obligation will exist for both EV and the CUSTOMER for a period of 5 years after the termination of this CONTRACT.
4.3. EV GROUP reserves the right to use any footage as a result of the SERVICES offered for sales and marketing purposes. This footage will be used on an
anonymous basis not disclosing the CUSTOMER GROUP or any other confidential information.

5 SERVICES AND WARRANTIES


5.1. EV shall provide the SERVICES to CUSTOMER in accordance with the specification set out in the CONTRACT in all material respects.
5.2. Delivery dates and schedules provided for the SERVICES are estimates only but EV shall use reasonable endeavours to minimise delays.
5.3. EV shall be entitled to rely on all information provided by the CUSTOMER and shall not be liable for any defects in the SERVICES as a result of such
information. The CUSTOMER shall promptly notify EV if it becomes aware of any errors in the information provided.
5.4. EV warrants that the services will be provided using the reasonable skill and care to be expected of a reputable contactor experienced in providing services
the same as or similar to the SERVICES.
5.5. EV cannot and does not warrant the accuracy or completeness of any data or information provided and consequently accepts no liability or obligation as a
result of any decision or action taken by the CUSTOMER. However, EV agrees that it shall use good faith efforts to provide SERVICES output that is accurate and
complete. The CUSTOMER and all other beneficiaries are solely responsible for use of and reliance on the data or information provided.
5.6. If the CUSTOMER gives notice in writing to EV during the WARRANTY PERIOD and within a reasonable time of discovery that some or all of the SERVICES do
not comply with the warranties set out in this Clause 5, EV shall re-perform the defective SERVICES.
5.7. The warranties provided by EV in respect of the SERVICES and the remedies available to the CUSTOMER are limited to those set out in this Clause 5.
5.8. The warranties set out in this Clause 5 will not apply if the CUSTOMER fails to comply with any action recommended by EV in connection with the SERVICES
(for example, in relation to well preparation and/or clean-out). In such circumstances, the CUSTOMER shall be liable for the costs of re-performance of the
SERVICES.

6 INTELLECTUAL PROPERTY
6.1. EV and the CUSTOMER are hereby granted a non-exclusive licence to use the intellectual property, including any patent, copyright, proprietary right or
confidential know how, trademark or process, provided by the other party in connection with this CONTRACT for the purpose only of performing their obligations
under the CONTRACT and benefiting from the SERVICES delivered. Ownership of the intellectual property rights remain with the providing party.
6.2. Where any actual or potential intellectual property right arises from the provision of the SERVICES such rights will vest in EV unless otherwise agreed by the
parties in writing.

7 INDEMNITIES
7.1. EV shall be responsible for and shall save, protect, defend, indemnify and hold harmless CUSTOMER GROUP from and against any and all claims, demands,
liabilities, losses, damages, proceedings, causes of action and expenses (including court costs and other litigation costs) in respect of: (a) illness or personal injury
to, including death or disease of any member of the EV GROUP; and (b) loss of, damage to or destruction of property (owned, leased, hired or otherwise provided
by EV) including equipment, materials or supplies of EV GROUP; arising from or relating to this CONTRACT.
7.2. CUSTOMER shall be responsible for and shall save, protect, defend, indemnify and hold harmless EV GROUP from and against any and all claims, demands,
liabilities, losses, damages, proceedings, causes of action and expenses (including court costs and other litigation costs in respect of:(a) illness or personal injury
to, including death or disease of any member of the CUSTOMER GROUP; and (b) loss of, damage to or destruction of property (owned, leased, hired or otherwise
provided by CUSTOMER) including equipment, materials or supplies of CUSTOMER GROUP; arising from or relating to this CONTRACT.
7.3. Notwithstanding any provision to the contrary elsewhere in the CONTRACT, CUSTOMER shall be responsible for and shall save, protect, defend, indemnify
and hold harmless EV GROUP from and against any and all claims, demands, liabilities, losses, damages, proceedings, causes of action and expenses (including
court costs and other litigation costs) in respect of (i) any underground damage or damage to or loss of any well or hole, productive formation or reservoir
(including, without limitation, any costs of redrill), or the loss of oil or gas therefrom; (ii) any blow out, fire, explosion, cratering, or loss of control of the well or
hole (including, without limitation, any costs of control and/or removal of debris); and/ (iii) pollution or contamination of any kind (other than surface spillage of
fuels, lubricants or garbage, originating within the equipment and/or tools of EV GROUP) including, without limitation, the cost of control, removal and clean-up
arising from or related to the performance of this CONTRACT. 7.4. Notwithstanding Clause 7.1 and except to the extent of fair wear and tear, if EV can
demonstrate that EV GROUP’s equipment other than that located downhole has been subject to abnormal damage (meaning damage which could not be
reasonably expected), EV shall be reimbursed for the costs of repair or replacement resulting from such damage except to the extent that such damage is caused
by the negligence or breach of duty of the EV GROUP.
7.5. Notwithstanding Clause 7.1 and except to the extent of fair wear and tear, the CUSTOMER shall reimburse EV in respect of loss of or damage to property,
materials or equipment of EV GROUP which occurs whilst in-hole below the rotary table except to the extent that such damage is caused by the negligence or
breach of duty of the EV GROUP.
7.6. Unless expressly stated otherwise in these terms and conditions, all exclusions and indemnities given under the CONTRACT shall apply irrespective of cause
and notwithstanding the negligence or breach of duty of the indemnified party.
or any other entity or party and shall apply irrespective of any claim in tort, negligence, under contract or otherwise at law.

8 CONSEQUENTIAL LOSS
8.1. For the purposes of this clause 8, Consequential Loss shall mean: (a) consequential or indirect loss under English law; and/or (b) any loss and/or deferral of
production, loss of product, loss of use, loss of revenue, profit or anticipated profit (if any), in each case whether direct or indirect and whether or not
foreseeable at the effective date of the CONTRACT.

BD-00029-A06 – Quote Template


Basis™ E-Line for PT. Sanggala Butala Setu 23/05/2023
Page 11 of 12
8.2. CUSTOMER shall save, indemnify, defend and hold harmless EV GROUP from any CUSTOMER GROUP Consequential Loss and EV shall save, indemnify,
defend and hold harmless CUSTOMER GROUP from any EV GROUP Consequential Loss, in each case arising from or relating to or in connection with the
performance or non-performance of the CONTRACT.

9 ETHICS
9.1. Both EV and the CUSTOMER shall uphold the highest standards of business ethics in accordance with the EV Code of Business Conduct, which is available
upon request.

10 RELATIONSHIP OF PARTIES
10.1.EV is acting as an independent contractor and nothing in the CONTRACT shall be construed so as to create a partnership, joint venture or otherwise or have
the effect of (i) making any employee of the CUSTOMER GROUP an employee or servant of EV GROUP or (ii) making any employee of the EV GROUP an employee
or servant of CUSTOMER GROUP.

11 ENTIRE AGREEMENT AND SUBSTITUTION


11.1.This CONTRACT constitutes the entire agreement between the parties with respect to the provision of services. No amendments to this contract shall be
effective unless evidenced in writing and signed by both parties.
11.2.It is the intention of the parties that this CONTRACT shall be construed as a whole. If any part of this CONTRACT is held by a tribunal of competent
jurisdiction to be invalid or unenforceable, the validity of the remainder of this CONTRACT shall not be prejudiced thereby and every part of this CONTRACT shall
be deemed to be severable and separately valid and enforceable. EV and CUSTOMER hereby agree to substitute, for any invalid or unenforceable provision, a
valid and enforceable provision, which achieves to the greatest possible extent the parties' original intent as well as the economic, legal and commercial
objectives of the invalid or unenforceable provision.

12 RIGHTS OF THIRD PARTIES AND ASSIGNMENT


12.1.EV and CUSTOMER agree that members of the EV GROUP and CUSTOMER GROUP shall be entitled to enforce any relief from liability, indemnity or benefit
granted to them pursuant to Clauses 7 and 8.
12.2.Subject to Clause 12.1 above, EV and CUSTOMER intend that no provision of the CONTRACT shall confer any benefit or be enforceable by any person who is
not a party to the CONTRACT.
12.3.The CUSTOMER shall not assign the CONTRACT or any part without the prior written consent of EV.

13 LIMITS OF LIABILITIES
13.1.The total cumulative liability of EV to the CUSTOMER GROUP arising out of or relating to the performance of this CONTRACT is limited to the CONTRACT
PRICE. CUSTOMER shall save, protect, defend, indemnify and hold harmless EV from all and any liability and claims in excess of the aforesaid cumulative liability.
13.2.EV does not accept any liability or assume any duty of care or responsibility for the interpretation of data or information provided: all data interpretations,
recommendations, descriptions, and other information provided or derived in connection with the SERVICES involve opinions, inferences and assumptions which
are not infallible, and with respect to which competent specialists may differ.

14 FORCE MAJEURE
14.1.Neither party shall be responsible for any failure to fulfil any term or condition of the CONTRACT (excluding any obligation to make payment) if and to the
extent that fulfilment has been delayed or temporarily prevented by an event of FORCE MAJEURE which has been notified in accordance with this Clause 14.
14.2.In the event of a FORCE MAJEURE occurrence, the party that is or may be delayed in performing its obligations under the CONTRACT shall notify the other
party without delay giving the full particulars thereof.

15 GOVERNING LAW
15.1.This CONTRACT shall be governed by English Law and the parties submit to the exclusive jurisdiction of the English Courts excluding those conflicts of law
rules and choice of law principles which would deem otherwise.

BD-00029-A06 – Quote Template


Basis™ E-Line for PT. Sanggala Butala Setu 23/05/2023
Page 12 of 12

You might also like