Terms & Conditions

1. Introduction

OGTC Oil & Gas Tubular Consultants (Pvt) Ltd. ("OGTC," "we," "us," or "our") is a company incorporated under the Companies Act, 2017 of Pakistan, with its registered office at Plot # 61, Street # 13, I-9/2 Industrial Area, Islamabad. These Terms and Conditions ("Terms") constitute a legally binding agreement between OGTC and any client, customer, or user ("you" or "your") who engages our services or accesses our website.

By requesting or utilizing any of our inspection, testing, calibration, survey, or training services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must refrain from using our services.

2. Definitions

• "Services" means all tubular inspection, non-destructive testing, instrument calibration, rig safety surveys, HSE training, and related consulting services provided by OGTC.
• "Client" means any individual, company, or entity that engages OGTC to perform Services.
• "Equipment" means drill pipes, drill collars, casing, tubing, BHA tools, lifting equipment, and all other tubulars and tools subject to inspection.
• "Certificate" means any inspection certificate, test report, or calibration certificate issued by OGTC upon completion of Services.
• "Force Majeure" means any event beyond the reasonable control of a party, including natural disasters, war, terrorism, civil unrest, government actions, epidemics, or industrial disputes.

3. Scope of Services

OGTC provides the following professional services in accordance with international standards including API, ISO, ASTM, and ASME:

• Inspection: OCTG inspection, lifting equipment inspection, fall protection inspection, and visual/EMI/ultrasonic inspection of tubulars.
• Testing: Hydrostatic and pneumatic pressure testing, material tensile/impact/hardness testing, and emissions testing.
• Calibration: Pressure, flow, temperature, and electrical instrument calibration services under ISO 17025 accredited laboratory conditions.
• Audit & Survey: Rig safety surveys, lighting and noise assessments, electrical system inspections, and dropped object prevention surveys.
• Training: HSE training, equipment operation certification, lifting operations training, and emergency response programs.

The specific scope, deliverables, and timelines for each engagement shall be defined in a separate Service Agreement, Purchase Order, or written quotation accepted by the Client.

4. Quotations and Contracts

All quotations issued by OGTC are valid for thirty (30) calendar days from the date of issue unless otherwise stated in writing. A quotation becomes a binding contract only upon written acceptance by the Client and confirmation by OGTC. Any purchase order or written acceptance that contains terms and conditions different from or in addition to these Terms shall be deemed a material alteration and is expressly rejected unless expressly agreed in writing by OGTC.

5. Payment Terms

Payment for all Services shall be made in Pakistani Rupees (PKR) unless otherwise agreed in writing. The following payment terms apply:

• Invoices are due and payable within thirty (30) days of the invoice date.
• Late payments shall attract interest at the rate of two percent (2%) per month on the outstanding balance, compounded monthly, from the due date until full payment is received.
• The Client shall be liable for all costs of collection, including reasonable attorneys' fees and court costs, in the event of default in payment.
• OGTC reserves the right to suspend or withhold issuance of Certificates, reports, or deliverables until full payment is received.
• All quoted prices are exclusive of applicable taxes under the laws of Pakistan, including but not limited to Sales Tax, Federal Excise Duty, and Withholding Tax, which shall be charged in addition to the quoted price.

6. Client Obligations

The Client shall:

• Provide safe and unrestricted access to equipment, facilities, and personnel required for OGTC to perform the Services.
• Ensure that all Equipment presented for inspection is properly cleaned, identified, and accompanied by relevant documentation including previous inspection records and material certificates.
• Disclose any known defects, damage history, or prior repairs to Equipment that may affect the inspection or testing process.
• Comply with all applicable laws, regulations, and site safety requirements at all locations where Services are performed.
• Provide adequate notice for scheduling of Services, with a minimum of seven (7) working days for standard inspections and fourteen (14) working days for specialized testing.

7. Inspection and Testing Standards

All inspection and testing Services are performed in accordance with the applicable standards specified at the time of engagement, including but not limited to:

• API Specification 5CT — Casing and Tubing
• API Specification 5DP — Drill Pipe
• API Specification 8C — Drilling and Production Hoisting Equipment
• API Recommended Practice 54 — Occupational Safety and Health for Oil and Gas Well Drilling and Servicing Operations
• ISO 9001:2015 — Quality Management Systems
• ISO 17025:2017 — General Requirements for the Competence of Testing and Calibration Laboratories
• NACE International standards for corrosion assessment
• ASTM International standards for material testing

Any deviations from standard inspection or testing procedures shall be documented and agreed upon in writing by both parties prior to commencement of Services.

8. Certificates and Reports

Certificates and inspection reports issued by OGTC are based on the conditions and findings at the time of inspection or testing. OGTC shall issue Certificates within five (5) working days of completion of Services, unless otherwise agreed. Certificates are valid for the period specified therein, after which re-inspection or re-testing may be required.

Certificates and reports are issued in good faith and reflect the professional opinion of OGTC based on the standards and methodologies applied. OGTC does not guarantee the future performance or condition of Equipment beyond the date of inspection.

9. Limitation of Liability

To the maximum extent permitted by the laws of Pakistan:

• OGTC's total aggregate liability arising out of or in connection with the Services shall not exceed the total value of fees paid by the Client for the specific Service giving rise to the claim.
• OGTC shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of production, or loss of use, even if OGTC has been advised of the possibility of such damages.
• OGTC shall not be liable for any claim arising from the Client's failure to disclose known defects, damage history, or prior repairs to Equipment.
• OGTC shall not be liable for any loss or damage to Equipment while in OGTC's custody, except to the extent caused by OGTC's gross negligence or willful misconduct.

10. Indemnification

The Client shall indemnify, defend, and hold harmless OGTC, its directors, officers, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• The Client's breach of these Terms or any applicable law or regulation.
• The Client's failure to provide accurate or complete information regarding Equipment.
• Any unsafe conditions or practices at the Client's facilities or job sites.
• Any unauthorized use of Certificates or reports issued by OGTC.

11. Confidentiality

Both parties agree to keep confidential all proprietary information, trade secrets, technical data, business strategies, and client lists disclosed during the course of the engagement. This obligation of confidentiality shall survive termination of the agreement for a period of three (3) years. Neither party shall disclose such information to any third party without the prior written consent of the other party, except as required by law or regulation.

12. Intellectual Property

All intellectual property rights in inspection methodologies, testing procedures, software, reports, and documentation developed by OGTC remain the exclusive property of OGTC. The Client is granted a non-exclusive, non-transferable license to use Certificates and reports solely for their intended purpose. Reproduction, distribution, or modification of any OGTC intellectual property without prior written consent is strictly prohibited.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by Force Majeure. The affected party shall notify the other party within seven (7) days of the occurrence of the Force Majeure event and shall use reasonable efforts to mitigate its effects. If a Force Majeure event continues for more than sixty (60) days, either party may terminate the affected Service without liability.

14. Termination

Either party may terminate a Service engagement:

• For convenience, by providing fourteen (14) days' written notice to the other party.
• For cause, immediately upon written notice if the other party commits a material breach of these Terms and fails to remedy such breach within fourteen (14) days of receiving written notice thereof.

Upon termination, the Client shall pay OGTC for all Services performed and expenses incurred up to the date of termination.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Pakistan. Any dispute arising out of or in connection with these Terms or the Services shall be resolved as follows:

• Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation within thirty (30) days of written notice.
• Mediation: If negotiation fails, the dispute shall be referred to mediation under the rules of the Islamabad Chamber of Commerce and Industry.
• Arbitration: If mediation fails, the dispute shall be referred to and finally resolved by arbitration under the Arbitration Act, 2011 of Pakistan, with the seat of arbitration in Islamabad. The arbitration shall be conducted in English by a sole arbitrator mutually agreed upon by the parties.
• Courts: Subject to the above, the courts of Islamabad shall have exclusive jurisdiction over any proceedings not subject to arbitration.

16. Amendments

OGTC reserves the right to amend these Terms at any time by posting the amended terms on its website or providing written notice to the Client. The amended Terms shall take effect fourteen (14) days after such posting or notification. Continued use of OGTC's Services after the effective date of any amendment constitutes acceptance of the amended Terms.

17. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

18. Entire Agreement

These Terms, together with any Service Agreement, Purchase Order, or written quotation accepted by the Client, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

19. Contact Information

For any questions regarding these Terms and Conditions, please contact:

OGTC Oil & Gas Tubular Consultants (Pvt) Ltd.
Plot # 61, Street # 13, I-9/2 Industrial Area, Islamabad, Pakistan
Phone: +92-51-4431603
Email: operations@ogtcpakistan.pk