General terms and conditions of delivery and service
of PRIME DRILLING GmbH of D-57482 Wenden-Gerlingen, Germany

 

1. Scope of Application

Sales and deliveries of products as well as services (services and work performances) by Prime Drilling GmbH ("Prime Drilling") shall be made exclusively in accordance with the following General Terms and Conditions of Delivery and Service ("Terms of Delivery"), which shall be accepted by Customer by the placing of an order or the receipt of delivery or service. They shall also apply to all future transactions with Customer. The application of Customer's conflicting or supplementary terms and conditions shall be excluded, even if Prime Drilling does not expressly object to such terms and conditions.

 

2. Conclusion of Contract

2.1 Offers by Prime Drilling shall be non-binding. A contract shall only become effective once it has been confirmed by Prime Drilling in a written confirmation of order and shall be governed exclusively by the contents of the confirmation of order and these Terms of Delivery. Verbal agreements or promises shall only be valid if an authorized employee of Prime Drilling has confirmed them in writing.

2.2 The documents forming part of the offer, such as illustrations, drawings, details of weights, dimensions and other performance data, contain only approximate values and are only binding vis-à-vis the Purchaser if this has been expressly confirmed in the offer. Likewise, performance data in brochures are only approximate values which may deviate due to various circumstances and are therefore only binding if confirmed in writing by Prime Drilling.

2.3 Prime Drilling retains all rights in the sales documentation (in particular pictures, drawings, data on weight and size) and samples. These items must not be made available to third parties and must be returned to Prime Drilling without undue delay on demand or destroyed.

2.4 The field staff of Prime Drilling is not authorized to represent the company. In particular, the field staff may not conclude any contracts and may not make any binding promises with regard to the subject matter of the delivery or service or any other terms and conditions.

 

3. Delivery and Performance Dates

3.1 Delivery and performance dates and are only binding if they have been agreed in the contract as binding and Customer has provided Prime Drilling in a timely manner with all of the information or documentation required for the performance of such delivery or performance and Customer has made any advance payments in the manner and amount as agreed upon by the parties. Delivery and performance deadlines agreed upon by the parties shall begin on the date of the confirmation of order. In the event of additional or supplementary contracts entered into at a later date, the delivery and performance deadlines shall be extended or rescheduled accordingly, as applicable. The delivery period shall be deemed to have been complied with if, by the time of its expiry, the delivery item has left Prime Drilling's works or the Customer has been notified that the delivery item is ready for dispatch.

3.2 In the event of delays in delivery or performance or interruptions due to unavoidable events such as force majeure, war, industrial disputes, natural disasters or pandemics or as a result of other unavoidable and serious events beyond the control of Prime Drilling and for which it is not responsible, Prime Drilling shall be released from its contractual obligations for the duration of the disruption and to the extent of its effect. The same applies if these events occur at Prime Drilling's suppliers or subcontractors. Prime Drilling shall inform the Purchaser without delay of the occurrence and termination of an unforeseeable event. The parties are obliged to adapt their mutual contractual obligations to the changed circumstances in good faith.

3.3 With regard to Goods that Prime Drilling does not produce itself, the obligation to deliver shall be subject to Prime Drilling's correct and timely receipt of such Goods from its suppliers.

3.4 If deliveries or performances by Prime Drilling are delayed, Prime Drilling shall only be in default by issuing a reminder, even if deadlines have been agreed. Customer shall only be entitled to rescind the contract if Prime Drilling is responsible for the delay and a reasonable deadline set by Customer for delivery with a threat of refusal of three weeks, in the case of custom-made products of six weeks, has expired to no avail.

3.5 Should Customer be in default of the acceptance of delivery or should he be in breach of any other obligations to cooperate, Prime Drilling shall be entitled, without prejudice to its other rights, to store the delivery item appropriately at the risk and expense of Customer.

3.6 Prime Drilling may make partial deliveries for good reason if and to the extent this is reasonable for Customer.

 

4. Shipment, Passage of Risk, Transport Insurance

4.1 Unless otherwise stated in the order confirmation, performance is agreed ex works Prime Drilling. If shipment is agreed, it shall be effected by an appropriate means of shipment in the customary packaging, unless otherwise stipulated by the Customer. A transport insurance shall be taken out only upon request and at the expense of Customer.

4.2 The risk shall pass to Customer (i) upon delivery of the Goods to the carrier commissioned by Prime Drilling or Customer in case of a contract of sale involving the shipment of goods, (ii) upon handover to Customer if Customer collects the Goods himself, or (iii) upon handover to a third party if a third party authorized by Customer collects the Goods. Should Customer be in default of acceptance, risk shall pass to Customer upon default. If, in case the Goods shall be collected by Customer or a third party authorized by Customer, and delivery is delayed on grounds for which Customer is responsible, risk shall pass to Customer on the date Customer is notified of the readiness of the Goods for shipment.

4.3 Delivery items are to be accepted by the purchaser without prejudice to rights arising from defects.

 

5. Prices, Terms of Payment

5.1 Unless the parties have agreed upon a certain price, the price shall be determined by the price list of Prime Drilling as applicable at the date of the conclusion of the contract. Travel costs, expenses or other ancillary costs as well as out-of-pocket expenses incurred by Prime Drilling for the provision of the contractually owed service will be invoiced additionally and according to expenditure.

5.2 All prices of Prime Drilling for deliveries are ex works, exclusive of statutory VAT in the respective applicable amount and do not include any shipment and packaging costs, which will be charged separately. Customer shall bear any public charges such as possible customs duties that may arise in connection with the import of the Goods.

5.3 If the parties have not agreed on payment terms, invoices for the delivery of products of Prime Drilling are due for payment within 10 days of receipt of the invoice with a 2 % discount or within 30 days without deduction; This does not apply to invoices for drilling systems and repairs or services which are due for payment without deduction within 14 days of receipt of the invoice. After expiry of the respective period, default automatically occurs without the need for a reminder. Payments by Customer are only deemed to have been made when Prime Drilling is able to dispose of the amount.

5.4 In the event that Customer is in default, Prime Drilling shall be entitled to demand default interest in the applicable statutory amount. Any claims for further damages due to the default shall remain unaffected.

5.5 Bills of exchange and checks shall only be taken on account of performance upon special arrangement and without any bank charges or other costs for Prime Drilling.

5.6 Customer is only entitled to a set-off if his counterclaim is uncontested, ready for decision or has been finally adjudicated. In the event of defects in the delivery item, the purchaser's right to offset any rights on account of defects shall remain unaffected.

5.7 Customer is only entitled to assert a right of retention to the extent that his counterclaim is based on the same contract and is uncontested, ready for decision or has been finally adjudicated. In the event of defects in the delivery item, the Purchaser's right of retention on the basis of any rights due to defects shall remain unaffected.

5.8 If Prime Drilling becomes aware of the risk of Customer's impossibility to perform (mangelnde Leistungsfähigkeit) after conclusion of the contract, Prime Drilling shall be entitled to make outstanding deliveries or performances only against prepayment or the provision of security. If such prepayments or security have not been rendered even after the expiry of a reasonable grace period, Prime Drilling may partially or totally rescind individual or all of the affected contracts. Prime Drilling shall remain entitled to assert further rights.

 

6. Retention of Title

6.1 The Goods shall remain the property of Prime Drilling until any and all claims of Prime Drilling arising from its business relationship with Customer have been paid in full. In the case of current accounts, this retention of title shall serve as security for the claim for the balance to which Prime Drilling is entitled.

6.2 Customer shall only be allowed to sell the Goods subject to retention of title ("Products subject to Retention of Title") within normal and proper business transactions. Customer is not entitled to pledge the Products subject to Retention of Title, grant chattel mortgages on them or make other dispositions endangering Prime Drilling's title to such products. Customer hereby assigns its receivables arising from the resale of the products to Prime Drilling, and Prime Drilling hereby accepts such assignment. Should Customer sell the Products subject to Retention of Title after transformation or joining of such products with other products or together with other products, this assignment of receivables shall only be agreed to for an amount equivalent to the price agreed to between Prime Drilling and Customer plus a safety margin of 10 % of this price. Customer is granted the revocable authorization to collect in trust the claims assigned to Prime Drilling in his own name. Prime Drilling may revoke such authorization and the right to resell the products if Customer is in default of the performance of material obligations such as making payment to Prime Drilling.

6.3 Any modification or alteration of the Products subject to Retention of Title by Customer shall always be carried out on behalf of Prime Drilling. If Products subject to Retention of Title are joined with other goods, Prime Drilling shall acquire joint ownership of the new goods in the ratio of the value of the Products subject to Retention of Title to the other processed goods at the time of processing. The new goods created by way of processing shall be subject to the same provisions as applicable to the Products subject to Retention of Title.

6.4 Should the Products subject to Retention of Title be joined with other goods, Prime Drilling shall acquire joint ownership of the new goods in the ratio of the value of the Products subject to Retention of Title to the other goods at the date of joining. Should the joining or mixing of the goods occur in such manner that Customer's goods are to be viewed as the main goods, it shall be deemed to be agreed that Customer assigns proportionate joint ownership to Prime Drilling. Customer shall hold the joint ownership created in such manner in custody for Prime Drilling.

6.5 Customer shall provide Prime Drilling at all times with all desired information concerning the Products subject to Retention of Title or receivables assigned to Prime Drilling under this contract. Customer shall immediately notify Prime Drilling of any attachments of or claims to the Products subject to Retention of Title by third parties and shall provide the necessary documents in this regard. Customer shall at the same time advise the third party of Prime Drilling's retention of title. The costs of a defense against attachments and claims shall be borne by Customer.

6.6 Customer is obliged to treat the Products subject to Retention of Title with care for the duration of the retention of title.

6.7 Should the realizable value of the securities exceed all of Prime Drilling's claims that are to be secured by more than 10 %, Customer shall be entitled to demand a release to such extent.

6.8 Should Customer be in default of material obligations such as payment to Prime Drilling, and should Prime Drilling rescind the contract, Prime Drilling may, notwithstanding any other rights, request surrender of the Products subject to Retention of Title and may make use of them otherwise for the purpose of satisfying its matured claims against Customer. In such case, Customer shall grant Prime Drilling or Prime Drilling's agents immediate access to the Products subject to Retention of Title and surrender the same.

6.9 In the case of deliveries to other jurisdictions in which the foregoing provisions governing the retention of title do not have the same effect as in Germany; Customer shall do everything to create equivalent security rights for Prime Drilling without undue delay. Customer shall cooperate in all measures such as registration, publication, etc. that are necessary and beneficial to the validity and enforceability of such security rights.

6.10 On Prime Drilling’s demand, Customer is obliged to appropriately insure the Products subject to Retention of Title, provide Prime Drilling with the respective proof of such insurance and assign the claims arising under such insurance to Prime Drilling.

 

7. Intellectual Property Rights and Advertising

7.1 Customer shall not perform and may not authorize a third party to perform any act that may endanger the trademarks or other intellectual property rights used by Prime Drilling in relation to the Goods. In particular, Customer may not obscure, alter or remove in any manner the trademarks and/or other distinctive features, whether imprinted or attached, that are part of Prime Drilling's Goods and may not include or attach any other features.

7.2 The entire sales promotional, advertising and sales material ("Advertising Material") provided by Prime Drilling shall remain the property of Prime Drilling. Customer may use this Advertising Material only in accordance with the instructions of Prime Drilling and in relation to the sale of the Goods, and Customer may not authorize any third party to use the Advertising Material.

7.3 Customer may only advertise the Goods and use the Advertising Material and the trademarks of Prime Drilling for this purpose if Prime Drilling has granted its prior express consent in writing. Prime Drilling may withdraw its consent at any time; in such case the entire advertising of Customer must be ceased at Customer's expense according to the instructions of Prime Drilling. Irrespective of Prime Drilling's consent, Customer shall in any event remain responsible for ensuring that all advertising measures or advertisements fulfill the statutory requirements, if any, and do not breach any industrial property rights of third parties.

 

8. Confidentiality

8.1 The parties undertake to keep the trade secrets of the respective other party confidential during the parties' business relationship and thereafter; this shall not apply to information that is part of the public domain. Trade secrets mean in particular all information that in this sense is not generally known such as customer lists, price lists, drawings, process instructions, formulas and inventions. This duty of confidentiality shall not apply to information that had already been known to the receiving party prior to receipt, that the receiving party lawfully received or will receive from a third party without a concomitant confidentiality obligation or that are subject to mandatory disclosure pursuant to applicable law or a governmental or court order (e. g. disclosures to licensing authorities, regulatory authorities, government authorities or advisors bound to professional secrecy). This obligation begins from the first receipt of the documents or knowledge and ends 5 years after the end of the business relationship.

8.2 The information, data, documents and other records provided to Customer by Prime Drilling may exclusively be used for the purposes of the business relationship with Prime Drilling. If in the framework of the business relationship Customer is lawfully provided with trade secrets from Prime Drilling or he obtains knowledge hereof, Customer shall treat the trade secrets confidential and shall carry out reasonable measures in order to guarantee the maintenance of the confidentiality.

8.3 In its dealings with third parties, Customer shall not make any reference to the business relationship with Prime Drilling without Prime Drilling's express written consent.

 

9. Quality, Customer's Rights in case of Defects, Duty to Inspect the Goods

9.1 Upon passing of the risk the Goods shall be of the agreed quality; the quality will exclusively be determined by the specific written agreements concerning the characteristics, features and specifications of the Goods. Minor deviations in structure and color from the agreed quality remain reserved.

9.2 Prime Drilling shall provide services and/or works in accordance with the specifications and in accordance with the recognized rules of technology. Technical or other standards shall only be complied with insofar as they are expressly stated in the specifications of services and shall apply in the version applicable at the time of submission of the offer. Insofar as the specifications contain unintentional gaps or ambiguities, Prime Drilling shall be entitled to adjust the affected content of the specifications at its reasonable discretion, taking into account the interests of Customer.

9.3 Information provided in sales catalogues, price lists and any other informative literature provided by Prime Drilling or any other descriptions of the Goods shall not constitute a guarantee for any specific quality of the of the delivery item or service; such specific durability guarantees must be expressly agreed between the Parties in writing.

9.4 Prime Drilling reserves the right to make minor changes to the delivery item or service with regard to its construction, material and/or design, provided that this does not change the agreed quality.

9.5 Customer's rights in case of defects of the Goods shall require that he inspects the Goods upon delivery without undue delay and notifies Prime Drilling of any defects in writing and without undue delay, but no later than one week following delivery; hidden defects must be notified to Prime Drilling in writing without undue delay upon their discovery.

9.6 In the event of a notification of a defect, Prime Drilling shall have the right to inspect and test the delivery item or service subject to complaint. Customer will grant Prime Drilling the required period of time and opportunity to exercise such right. Prime Drilling may also demand from Customer that he returns to Prime Drilling at its expense the delivery item to which objection was made. Should Customer's notification of the defect prove to be unjustified and provided Customer has realized this prior to the notification of the defect or has not realized it in a negligent manner, Customer shall be obliged to reimburse Prime Drilling for all costs incurred in this respect, e.g. travel expenses or shipping costs.

9.7 Prime Drilling shall, at its own discretion, remedy defects by remedying the defect, or, alternatively, by delivering a replacement, both free of charge to Customer (together "Subsequent Performance"). Customer shall give Prime Drilling the necessary reasonable time and opportunity for the Subsequent Performance. Goods that have been replaced by Prime Drilling shall, upon its demand, be returned to Prime Drilling.

9.8 Customer's rights in case of defects shall be excluded in the following events: (i) natural wear and tear, (ii) defects of the Goods due to reasons for which Customer bears responsibility, such as inappropriate or improper use, the non-observance of the operational instructions, incorrect start-up of operation or faulty treatment (e.g. excessive wear), (iii) incorrect assembly and/or installation by Customer or a third party commissioned by Customer, and (iv) the use of unsuitable accessories or unsuitable spare parts or the performance of inappropriate repair works by Customer or a third party commissioned by Customer.

9.9 Prime Drilling shall bear the transport, travel, labor and material costs incurred for the purpose of a Subsequent Performance insofar as the delivery item is located at Customer's place of business and has not been taken to another place of use. The corresponding additional costs shall be borne by Customer. Subsequent Performance does not include the installation and removal of the defective deliver item in third-party equipment; Customer shall bear the respective installation and removal costs.

9.10 Should the Subsequent Performance fail, should such remedy be unreasonable for Customer or has Prime Drilling refused such remedy pursuant to Section 439 (4) German Civil Code (Bürgerliches Gesetzbuch; "BGB"), Customer may, at its option, rescind the contract in accordance with the statutory provisions or reduce the purchase price and/or claim either damages pursuant to section 10 or the reimbursement of its futile expenses.

9.11 The limitation period for Customer's claims for defects shall be twelve months beginning with the handover of the deliver item to Customer. The provisions on the statute of limitations of Section 445b BGB shall remain unaffected. Unless otherwise agreed, the statutory limitation periods shall apply (a) to Customer’s rights with respect to defects concealed in bad faith or caused intentionally; (b) if and to the extent Prime Drilling has assumed a guarantee; (c) to Customer’s damage claims due to culpably caused personal injuries; (d) to Customer’s damage claims for damages caused by Prime Drilling intentionally or by gross negligence; (e) to Customer’s damage claims due to other reasons than defects of the Goods; as well as (f) to claims under the German Product Liability Act or any other mandatory statutory liability.

9.12 If used Goods are sold, all rights of Customer due to defects shall be excluded, save for Customer's mandatory claims.

 

10. Limitation of Liability, Damage Compensation

10.1 Prime Drilling's obligation to pay damages shall be limited as follows:

(a) For damages caused by a breach of a material contractual obligation, Prime Drilling shall only be liable up to the amount of the typically foreseeable damage at the time of entering into the contract; Prime Drilling shall not be liable for damages caused by a breach of a non-material contractual obligation.

(b) The limitation of liability as set out above shall not apply to damages caused intentionally or by gross negligence, culpably caused personal injuries nor to any liability under the German Product Liability Act and in case of any further mandatory liability. Furthermore, it shall not apply if and to the extent Prime Drilling has assumed a guaranty.

10.2 Customer shall take all reasonable measures necessary to avert and reduce damages.

 

11. Product Liability

If Customer sells the Goods, whether unchanged or changed, whether after processing, transformation or joining with other Products, Customer shall indemnify Prime Drilling in their internal relationship against any product liability claims of third parties if and to the extent Customer is responsible for the defect leading to the liability also within their internal relationship or Customer was liable for the defect leading to the liability towards third parties respectively.

 

12. General Provisions

12.1 Customer may assign the rights arising from the parties' contractual relationship to third parties only with Prime Drilling's written consent. Section 354a German Commercial Code (Handelsgesetzbuch; "HGB") shall remain unaffected hereby.

12.2 Amendments and supplements to the contract and/or these Terms of Delivery and any side agreements must be made in writing. The same shall apply to the amendment of this written form requirement.

12.3 If a provision of the contract and/or these Terms of Delivery is invalid, in whole or in part, the validity of the remaining provisions shall remain unaffected hereby.

12.4 Exclusive venue for any and all disputes arising from or in connection with the parties' contractual relationship shall be the seat of Prime Drilling. Prime Drilling is entitled, however, to sue Customer at any other court having statutory jurisdiction.

12.5 The laws of the Federal Republic of Germany shall apply to these Terms of Delivery and the parties' contractual relationship to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

12.6 These Terms of Delivery have been drafted in the German and English language. The German version shall prevail.

General terms and conditions of purchase
of PRIME DRILLING GmbH of D-57482 Wenden-Gerlingen, Germany

 

1. Scope of Application

The following General Terms and Conditions of Purchase ("Purchase Terms") shall exclusively govern the entire legal relationship of Prime Drilling GmbH ("Prime Drilling") and Supplier on the purchase of goods and services. Supplier accepts these Purchase Terms as binding upon acceptance of Prime Drilling's purchase order or, at the latest, upon delivery of the goods ordered or performance of the services. The applicability of Supplier's conflicting, deviating or supplementary terms and conditions shall be excluded, even if Prime Drilling does not expressly object to them or if Supplier indicates that he is only willing to deliver in accordance with his own terms and conditions. These Purchase Terms shall also apply to all future transactions with Supplier.

 

2. Conclusion of Contract

2.1 Prime Drilling's purchase orders are only binding if made in writing. Verbal purchase orders or orders placed by telephone are not binding and require a written confirmation in order to become binding. Amendments to and changes of the purchase orders or any supplements thereto shall only be binding if made in writing.

2.2 Supplier is obliged to declare in writing within 10 days from receipt of the purchase order whether he accepts purchase orders placed by Prime Drilling. An order confirmation that deviates from the purchase order constitutes a counter-proposal and shall be binding only if accepted by Prime Drilling in writing. Under no circumstances shall silence on the part of Prime Drilling be deemed as acceptance of an order confirmation that deviates from the original purchase order.

 

3. Delivery and Performance, Shipping Documents

3.1 Supplier shall inform Prime Drilling about the prospective delivery date of the goods to be delivered or performance of the service as soon as and insofar as this is possible and reasonable for Supplier. If Supplier is unable to commit to a certain performance date, he shall be obliged to inform Prime Drilling about the earliest and latest delivery or performance date.

3.2 Agreed delivery and performance dates are met if the Goods have arrived or the performance was rendered at the agreed destination at the agreed time and in the agreed quantity.

3.3 Supplier must inform Prime Drilling immediately without undue delay in writing about all circumstances, including their cause and anticipated duration, which could affect timely delivery or performance once these circumstances become apparent. Prime Drilling reserves the right, in accordance with the statutory provisions, to rescind the contract and/or claim damages if the Supplier exceeds the agreed upon delivery or performance date.

3.4 In the event of delays in delivery or performance or interruption of delivery or performance due to unforeseeable and unavoidable events such as violence, war, labor disputes, natural disasters or pandemics or due to other unavoidable and severe events beyond Supplier's control and sphere of influence and for which he is not responsible, the Supplier shall be released from its contractual obligations for the duration and scope of such disturbance. The Supplier shall immediately inform Prime Drilling of the occurrence and termination of any unforeseeable event. The parties are obliged to adjust their mutual contractual obligations to the changed circumstances in good faith. If the end of the disruption is not foreseeable or if it lasts longer than three months, Prime Drilling is entitled to withdraw from the contract.

3.5 The risk of accidental loss or deterioration of the Goods shall be borne by Supplier until their arrival at the agreed destination. The destination shall be the place of performance.

3.6 Supplier shall attach a delivery bill to each delivery of delivery items containing the following information: date of order, order number, other identifiers as required in the order, quantity of Goods.

3.7 Partial deliveries or partial services shall not be permitted unless Prime Drilling has given its express consent.

3.8 If Prime Drilling and Supplier do not stipulate the type of packaging and shipping, Supplier shall be obliged to provide for the customary type of shipping and packaging. On Prime Drilling's request, Supplier must take back free of charge any transport packaging as well as any retail and outer packaging at any time or, in the event of recurrent deliveries, at the time of the subsequent delivery.

 

4. Prices, Terms of Payment

4.1 The price indicated in the purchase order for the delivery or performance of the delivery item is fixed and includes free shipping to the delivery or service address. It includes packaging, freight, insurance and other ancillary costs, however, it does not include VAT.

4.2 Payment of the invoiced amounts shall be made at Prime Drilling's discretion within 10 days with a discount of 3 % or within 30 days net, unless provided otherwise. These time limits shall commence on the day on which Prime Drilling receives the proper invoice, but in no event before Prime Drilling received the complete delivery or service. In the case of early deliveries or services, the due date and the beginning of the discount period shall be determined by the agreed delivery or service date.

4.3 If Prime Drilling is in default of payment, Prime Drilling shall owe default interest in the amount of five percentage point above the base rate according to Section 247 German Civil Code (Bürgerliches Gesetzbuch; "BGB").

4.4 Supplier shall not be entitled to set off any claims which are disputed by Prime Drilling which have not been finally adjudicated or which are not ready for adjudication.

 

5. Transfer of Ownership

Retention of title by the Supplier will only be accepted by Prime Drilling if and to the extent that Supplier in each case retains title until payment of the purchase price for the respective delivery item. Any extended or expanded retention of title by Supplier is excluded.

 

6. Prime Drilling's Rights in case of Defects

6.1 The quality of the delivery items or services and Supplier's responsibility for their quality shall be governed by the respective individual agreements of the parties. Supplier is obliged to provide the delivery items or services free of material defects and defects of title. Besides, the delivery items shall be in accordance with the latest state of the art, the agreed technical data and shall comply with all applicable safety regulations.

6.2 Prime Drilling shall inspect the delivery items without undue delay upon receipt to the extent this is reasonable within the scope of the ordinary course of business, and shall notify Supplier without undue delay about any defects discovered. If a defect is discovered at a later time (hidden defect), notice thereof must be given without undue delay upon discovery of the defect.

6.3 If Supplier is in breach of his obligations according to Section 6.1 (in particular with respect to the obligation to deliver Goods without any defects in quality or title), Prime Drilling's rights as well as the applicable statute of limitations shall be determined by the statutory provisions.

6.4 In addition to the statutory provisions (cf. Section 6.3), Prime Drilling shall be entitled at Supplier's expense to remedy the defect of the delivery item or service itself or to exchange the defective Goods for a replacement procured otherwise if, for particular reasons of urgency, Prime Drilling is not in the position (i) to notify Supplier of the defect and the imminent damages and (ii) to grant him a time limit for subsequent performance without occurrence of the damage.

6.5 If Prime Drilling has notified Supplier of the defect in due time, the statute of limitations for claims based on defects is suspended until Supplier has finally rejected responsibility for the defect or has declared that the defect has been remedied. If Supplier recognizes his obligation for subsequent performance, the subsequent performance shall trigger the commencement of a new statute of limitation period. In the event the defect is remedied the new statute of limitations shall only apply to the remedied defect. If replacement Goods are delivered, the statute of limitations shall apply to the entire replacement.

6.6 Acceptance of delivery or service and the payment shall not be deemed to constitute an acknowledgement of correct delivery or service.

 

7. Product Liability, Product Recall

7.1 To the extent Supplier bears responsibility for a product defect whose cause lies within his sphere of control and organization, he shall be obliged to indemnify Prime Drilling upon first demand against all damage claims of third parties. Supplier shall reimburse all of Prime Drilling's necessary expenses in connection with these claims.

7.2 Supplier is obliged to obtain insurance, in a reasonable amount, against the risks of product liability for the Goods delivered by him. Upon written request, Supplier shall provide Prime Drilling with proof of the insurance coverage within two weeks from receipt thereof.

7.3 If Prime Drilling is obliged to conduct a recall due to Goods being defective, Supplier shall bear all necessary expenses in connection with this recall to the extent such expenses stem from the Goods being defective.

 

8. Intellectual Property Rights

8.1 Supplier shall ensure that (i) the Goods, (ii) the delivery of the Goods by Supplier and (iii) the use of the Goods by Prime Drilling in accordance with the contract do not violate any industrial property rights of third parties.

8.2 Supplier shall be obliged to indemnify Prime Drilling upon first demand against all claims by third parties due to the breach of such industrial property rights and to reimburse all necessary expenses in connection with these claims. This obligation shall not apply if Supplier does not bear any responsibility for the breach of obligation according to Section 8.1. Any other warranty claims of Prime Drilling shall remain unaffected.

 

9. Confidentiality

9.1 The parties undertake to keep the business secrets of the other party - with the exception of publicly accessible information - secret during the business relationship and beyond. Business secrets include in particular all information which is not generally known in this way, such as customer lists, price lists, drawings, process instructions, formulas and inventions. The obligation of confidentiality shall not apply to such information which was already known to the Receiving Party upon receipt, was or will be lawfully made available to the Receiving Party by third parties without imposing any obligation of confidentiality, or must be disclosed to third parties due to official or statutory orders (e.g. licensing authorities, supervisory or governmental authorities or to consultants bound to professional secrecy).

9.2 The information, data, documents and other records provided by Prime Drilling to the Supplier may only be used for purposes of the business relationship with Prime Drilling. If, in the course of the business relationship, the Supplier is lawfully provided with or obtains knowledge of any trade secrets of Prime Drilling, the Supplier shall treat such trade secrets as confidential and shall use appropriate confidentiality measures to ensure that confidentiality is maintained. Should the supplier have to disclose any confidential documents to subcontractors or suppliers, the supplier shall also oblige them in accordance with the above conditions.

9.3 Without Prime Drilling's prior express written consent, the Supplier may not refer to the existing business relationship with Prime Drilling in its external presentation.

 

10. Final Provisions

10.1 The transfer of a purchase order to third parties, including the transfer of the contract or the assignment of the rights and claims arising hereunder, require Prime Drilling's prior written consent. Section 354 a German Commercial Code (Handelsgesetzbuch, "HGB") shall remain unaffected hereby.

10.2 The invalidity of single provisions of these Purchase Terms shall not affect the validity of the remaining provisions or the contract.

10.3 Amendments and supplements to the contract and/or these Purchase Terms and any side agreements must be made in writing in order to be effective. The same shall apply to the amendment of this written form requirement.

10.4 The laws of the Federal Republic of Germany shall apply except for the UN Convention on Contracts for the International Sale of Goods (CISG).

10.5 Exclusive venue for any and all disputes arising from or in connection with the contractual relationship of the parties shall be the seat of Prime Drilling. Prime Drilling shall be entitled, however, to sue Supplier at any other court having statutory jurisdiction.

10.6 These Purchase Terms have been drafted in the German and English language. The German version shall prevail.

1. An overview of data protection

General information

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Data recording on this website

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The data on this website is processed by the operator of the website, whose contact information is available under section “Information about the responsible party (referred to as the “controller” in the GDPR)” in this Privacy Policy.

How do we record your data?

We collect your data as a result of your sharing of your data with us. This may, for instance be information you enter into our contact form.

Other data shall be recorded by our IT systems automatically or after you consent to its recording during your website visit. This data comprises primarily technical information (e.g., web browser, operating system, or time the site was accessed). This information is recorded automatically when you access this website.

What are the purposes we use your data for?

A portion of the information is generated to guarantee the error free provision of the website. Other data may be used to analyze your user patterns.

What rights do you have as far as your information is concerned?

You have the right to receive information about the source, recipients, and purposes of your archived personal data at any time without having to pay a fee for such disclosures. You also have the right to demand that your data are rectified or eradicated. If you have consented to data processing, you have the option to revoke this consent at any time, which shall affect all future data processing. Moreover, you have the right to demand that the processing of your data be restricted under certain circumstances. Furthermore, you have the right to log a complaint with the competent supervising agency.

Please do not hesitate to contact us at any time if you have questions about this or any other data protection related issues.

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We are hosting the content of our website at the following provider:

Hetzner

The provider is the Hetzner Online GmbH, Industriestr. 25, 91710 Gunzenhausen, Germany (hereinafter referred to as Hetzner).

For details, please view the data privacy policy of Hetzner: https://www.hetzner.com/de/rechtliches/datenschutz.

We use Hetzner on the basis of Art. 6(1)(f) GDPR. We have a legitimate interest in the most reliable depiction of our website possible. If appropriate consent has been obtained, the processing is carried out exclusively on the basis of Art. 6(1)(a) GDPR and § 25 (1) TTDSG, insofar the consent includes the storage of cookies or the access to information in the user’s end device (e.g., device fingerprinting) within the meaning of the TTDSG. This consent can be revoked at any time.

Data processing

We have concluded a data processing agreement (DPA) with the above-mentioned provider. This is a contract mandated by data privacy laws that guarantees that they process personal data of our website visitors only based on our instructions and in compliance with the GDPR.

3. General information and mandatory information

Data protection

The operators of this website and its pages take the protection of your personal data very seriously. Hence, we handle your personal data as confidential information and in compliance with the statutory data protection regulations and this Data Protection Declaration.

Whenever you use this website, a variety of personal information will be collected. Personal data comprises data that can be used to personally identify you. This Data Protection Declaration explains which data we collect as well as the purposes we use this data for. It also explains how, and for which purpose the information is collected.

We herewith advise you that the transmission of data via the Internet (i.e., through e-mail communications) may be prone to security gaps. It is not possible to completely protect data against third-party access.

Information about the responsible party (referred to as the “controller” in the GDPR)

The data processing controller on this website is:

Prime Drilling GmbH
Ludwig-Erhard-Str. 4
54782 Wenden

Phone: +49 2762 93096-0
E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.

The controller is the natural person or legal entity that single-handedly or jointly with others makes decisions as to the purposes of and resources for the processing of personal data (e.g., names, e-mail addresses, etc.).

Storage duration

Unless a more specific storage period has been specified in this privacy policy, your personal data will remain with us until the purpose for which it was collected no longer applies. If you assert a justified request for deletion or revoke your consent to data processing, your data will be deleted, unless we have other legally permissible reasons for storing your personal data (e.g., tax or commercial law retention periods); in the latter case, the deletion will take place after these reasons cease to apply.

General information on the legal basis for the data processing on this website

If you have consented to data processing, we process your personal data on the basis of Art. 6(1)(a) GDPR or Art. 9 (2)(a) GDPR, if special categories of data are processed according to Art. 9 (1) DSGVO. In the case of explicit consent to the transfer of personal data to third countries, the data processing is also based on Art. 49 (1)(a) GDPR. If you have consented to the storage of cookies or to the access to information in your end device (e.g., via device fingerprinting), the data processing is additionally based on § 25 (1) TTDSG. The consent can be revoked at any time. If your data is required for the fulfillment of a contract or for the implementation of pre-contractual measures, we process your data on the basis of Art. 6(1)(b) GDPR. Furthermore, if your data is required for the fulfillment of a legal obligation, we process it on the basis of Art. 6(1)(c) GDPR. Furthermore, the data processing may be carried out on the basis of our legitimate interest according to Art. 6(1)(f) GDPR. Information on the relevant legal basis in each individual case is provided in the following paragraphs of this privacy policy.

Designation of a data protection officer

We have appointed a data protection officer.

Volker von Jagow
NOVUS Datenschutz
Panoramaweg 17
57482 Wenden

Phone: +49 2762 6007432
E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.

Information on data transfer to the USA and other non-EU countries

Among other things, we use tools of companies domiciled in the United States or other from a data protection perspective non-secure non-EU countries. If these tools are active, your personal data may potentially be transferred to these non-EU countries and may be processed there. We must point out that in these countries, a data protection level that is comparable to that in the EU cannot be guaranteed. For instance, U.S. enterprises are under a mandate to release personal data to the security agencies and you as the data subject do not have any litigation options to defend yourself in court. Hence, it cannot be ruled out that U.S. agencies (e.g., the Secret Service) may process, analyze, and permanently archive your personal data for surveillance purposes. We have no control over these processing activities.

Revocation of your consent to the processing of data

A wide range of data processing transactions are possible only subject to your express consent. You can also revoke at any time any consent you have already given us. This shall be without prejudice to the lawfulness of any data collection that occurred prior to your revocation.

Right to object to the collection of data in special cases; right to object to direct advertising (Art. 21 GDPR)

IN THE EVENT THAT DATA ARE PROCESSED ON THE BASIS OF ART. 6(1)(E) OR (F) GDPR, YOU HAVE THE RIGHT TO AT ANY TIME OBJECT TO THE PROCESSING OF YOUR PERSONAL DATA BASED ON GROUNDS ARISING FROM YOUR UNIQUE SITUATION. THIS ALSO APPLIES TO ANY PROFILING BASED ON THESE PROVISIONS. TO DETERMINE THE LEGAL BASIS, ON WHICH ANY PROCESSING OF DATA IS BASED, PLEASE CONSULT THIS DATA PROTECTION DECLARATION. IF YOU LOG AN OBJECTION, WE WILL NO LONGER PROCESS YOUR AFFECTED PERSONAL DATA, UNLESS WE ARE IN A POSITION TO PRESENT COMPELLING PROTECTION WORTHY GROUNDS FOR THE PROCESSING OF YOUR DATA, THAT OUTWEIGH YOUR INTERESTS, RIGHTS AND FREEDOMS OR IF THE PURPOSE OF THE PROCESSING IS THE CLAIMING, EXERCISING OR DEFENCE OF LEGAL ENTITLEMENTS (OBJECTION PURSUANT TO ART. 21(1) GDPR).

IF YOUR PERSONAL DATA IS BEING PROCESSED IN ORDER TO ENGAGE IN DIRECT ADVERTISING, YOU HAVE THE RIGHT TO OBJECT TO THE PROCESSING OF YOUR AFFECTED PERSONAL DATA FOR THE PURPOSES OF SUCH ADVERTISING AT ANY TIME. THIS ALSO APPLIES TO PROFILING TO THE EXTENT THAT IT IS AFFILIATED WITH SUCH DIRECT ADVERTISING. IF YOU OBJECT, YOUR PERSONAL DATA WILL SUBSEQUENTLY NO LONGER BE USED FOR DIRECT ADVERTISING PURPOSES (OBJECTION PURSUANT TO ART. 21(2) GDPR).

Right to log a complaint with the competent supervisory agency

In the event of violations of the GDPR, data subjects are entitled to log a complaint with a supervisory agency, in particular in the member state where they usually maintain their domicile, place of work or at the place where the alleged violation occurred. The right to log a complaint is in effect regardless of any other administrative or court proceedings available as legal recourses.

Right to data portability

You have the right to demand that we hand over any data we automatically process on the basis of your consent or in order to fulfil a contract be handed over to you or a third party in a commonly used, machine readable format. If you should demand the direct transfer of the data to another controller, this will be done only if it is technically feasible.

Information about, rectification and eradication of data

Within the scope of the applicable statutory provisions, you have the right to at any time demand information about your archived personal data, their source and recipients as well as the purpose of the processing of your data. You may also have a right to have your data rectified or eradicated. If you have questions about this subject matter or any other questions about personal data, please do not hesitate to contact us at any time.

Right to demand processing restrictions

You have the right to demand the imposition of restrictions as far as the processing of your personal data is concerned. To do so, you may contact us at any time. The right to demand restriction of processing applies in the following cases:

• In the event that you should dispute the correctness of your data archived by us, we will usually need some time to verify this claim. During the time that this investigation is ongoing, you have the right to demand that we restrict the processing of your personal data.
• If the processing of your personal data was/is conducted in an unlawful manner, you have the option to demand the restriction of the processing of your data in lieu of demanding the eradication of this data.
• If we do not need your personal data any longer and you need it to exercise, defend or claim legal entitlements, you have the right to demand the restriction of the processing of your personal data instead of its eradication.
• If you have raised an objection pursuant to Art. 21(1) GDPR, your rights and our rights will have to be weighed against each other. As long as it has not been determined whose interests prevail, you have the right to demand a restriction of the processing of your personal data.

If you have restricted the processing of your personal data, these data – with the exception of their archiving – may be processed only subject to your consent or to claim, exercise or defend legal entitlements or to protect the rights of other natural persons or legal entities or for important public interest reasons cited by the European Union or a member state of the EU.

SSL and/or TLS encryption

For security reasons and to protect the transmission of confidential content, such as purchase orders or inquiries you submit to us as the website operator, this website uses either an SSL or a TLS encryption program. You can recognize an encrypted connection by checking whether the address line of the browser switches from “http://” to “https://” and also by the appearance of the lock icon in the browser line.

If the SSL or TLS encryption is activated, data you transmit to us cannot be read by third parties.

Rejection of unsolicited e-mails

We herewith object to the use of contact information published in conjunction with the mandatory information to be provided in our Site Notice to send us promotional and information material that we have not expressly requested. The operators of this website and its pages reserve the express right to take legal action in the event of the unsolicited sending of promotional information, for instance via SPAM messages.

4. Recording of data on this website

Cookies

Our websites and pages use what the industry refers to as “cookies.” Cookies are small data packages that do not cause any damage to your device. They are either stored temporarily for the duration of a session (session cookies) or they are permanently archived on your device (permanent cookies). Session cookies are automatically deleted once you terminate your visit. Permanent cookies remain archived on your device until you actively delete them, or they are automatically eradicated by your web browser.

In some cases, it is possible that third-party cookies are stored on your device once you enter our site (third-party cookies). These cookies enable you or us to take advantage of certain services offered by the third party (e.g., cookies for the processing of payment services).

Cookies have a variety of functions. Many cookies are technically essential since certain website functions would not work in the absence of the cookies (e.g., the shopping cart function or the display of videos). The purpose of other cookies may be the analysis of user patterns or the display of promotional messages.

Cookies, which are required for the performance of electronic communication transactions, or for the provision of certain functions you want to use (e.g., for the shopping cart function) or those that are necessary for the optimization (required cookies) of the website (e.g., cookies that provide measurable insights into the web audience), shall be stored on the basis of Art. 6(1)(f) GDPR, unless a different legal basis is cited. The operator of the website has a legitimate interest in the storage of required cookies to ensure the technically error free and optimized provision of the operator’s services. If your consent to the storage of the cookies and similar recognition technologies has been requested, processing occurs exclusively on the basis of the consent obtained (Art. 6(1)(a) GDPR and § 25 (1) TTDSG); this consent may be revoked at any time.

You have the option to set up your browser in such a manner that you will be notified any time cookies are placed and to permit the acceptance of cookies only in specific cases. You may also exclude the acceptance of cookies in certain cases or in general or activate the delete function for the automatic eradication of cookies when the browser closes. If cookies are deactivated, the functions of this website may be limited.

In the event that third-party cookies are used or if cookies are used for analytical purposes, we will separately notify you in conjunction with this Data Protection Policy and, if applicable, ask for your consent.

Consent with Usercentrics

This website uses the consent technology of Usercentrics to obtain your consent to the storage of certain cookies on your device or for the use of specific technologies, and to document the former in a data protection compliant manner. The party offering this technology is Usercentrics GmbH, Sendlinger Straße 7, 80331 München, Germany, website: https://usercentrics.com/ (hereinafter referred to as “Usercentrics”).

Whenever you visit our website, the following personal data will be transferred to Usercentrics:

• Your declaration(s) of consent or your revocation of your declaration(s) of consent
• Your IP address
• Information about your browser
• Information about your device
• The date and time you visited our website

Moreover, Usercentrics shall store a cookie in your browser to be able to allocate your declaration(s) of consent or any revocations of the former. The data that are recorded in this manner shall be stored until you ask us to eradicate them, delete the Usercentrics cookie or until the purpose for archiving the data no longer exists. This shall be without prejudice to any mandatory legal retention periods.

Usercentrics uses cookies to obtain the declarations of consent mandated by law. The legal basis for the use of specific technologies is Art. 6(1)(c) GDPR.

Data processing

We have concluded a data processing agreement (DPA) with the above-mentioned provider. This is a contract mandated by data privacy laws that guarantees that they process personal data of our website visitors only based on our instructions and in compliance with the GDPR.

Server log files

The provider of this website and its pages automatically collects and stores information in so-called server log files, which your browser communicates to us automatically. The information comprises:

• The type and version of browser used
• The used operating system
• Referrer URL
• The hostname of the accessing computer
• The time of the server inquiry
• The IP address

This data is not merged with other data sources.

This data is recorded on the basis of Art. 6(1)(f) GDPR. The operator of the website has a legitimate interest in the technically error free depiction and the optimization of the operator’s website. In order to achieve this, server log files must be recorded.

Contact form

If you submit inquiries to us via our contact form, the information provided in the contact form as well as any contact information provided therein will be stored by us in order to handle your inquiry and in the event that we have further questions. We will not share this information without your consent.

The processing of these data is based on Art. 6(1)(b) GDPR, if your request is related to the execution of a contract or if it is necessary to carry out pre-contractual measures. In all other cases the processing is based on our legitimate interest in the effective processing of the requests addressed to us (Art. 6(1)(f) GDPR) or on your agreement (Art. 6(1)(a) GDPR) if this has been requested; the consent can be revoked at any time.

The information you have entered into the contact form shall remain with us until you ask us to eradicate the data, revoke your consent to the archiving of data or if the purpose for which the information is being archived no longer exists (e.g., after we have concluded our response to your inquiry). This shall be without prejudice to any mandatory legal provisions, in particular retention periods.

Request by e-mail, telephone, or fax

If you contact us by e-mail, telephone or fax, your request, including all resulting personal data (name, request) will be stored and processed by us for the purpose of processing your request. We do not pass these data on without your consent.

These data are processed on the basis of Art. 6(1)(b) GDPR if your inquiry is related to the fulfillment of a contract or is required for the performance of pre-contractual measures. In all other cases, the data are processed on the basis of our legitimate interest in the effective handling of inquiries submitted to us (Art. 6(1)(f) GDPR) or on the basis of your consent (Art. 6(1)(a) GDPR) if it has been obtained; the consent can be revoked at any time.

The data sent by you to us via contact requests remain with us until you request us to delete, revoke your consent to the storage or the purpose for the data storage lapses (e.g. after completion of your request). Mandatory statutory provisions - in particular statutory retention periods - remain unaffected.

5. Newsletter

Newsletter data

If you would like to subscribe to the newsletter offered on this website, we will need from you an e-mail address as well as information that allow us to verify that you are the owner of the e-mail address provided and consent to the receipt of the newsletter. No further data shall be collected or shall be collected only on a voluntary basis. We shall use such data only for the sending of the requested information and shall not share such data with any third parties.

The processing of the information entered into the newsletter subscription form shall occur exclusively on the basis of your consent (Art. 6(1)(a) GDPR). You may revoke the consent you have given to the archiving of data, the e-mail address, and the use of this information for the sending of the newsletter at any time, for instance by clicking on the “Unsubscribe” link in the newsletter. This shall be without prejudice to the lawfulness of any data processing transactions that have taken place to date.

The data deposited with us for the purpose of subscribing to the newsletter will be stored by us until you unsubscribe from the newsletter or the newsletter service provider and deleted from the newsletter distribution list after you unsubscribe from the newsletter or after the purpose has ceased to apply. We reserve the right to delete or block e-mail addresses from our newsletter distribution list at our own discretion within the scope of our legitimate interest in accordance with Art. 6(1)(f) GDPR.

Data stored for other purposes with us remain unaffected.

After you unsubscribe from the newsletter distribution list, your e-mail address may be stored by us or the newsletter service provider in a blacklist, if such action is necessary to prevent future mailings. The data from the blacklist is used only for this purpose and not merged with other data. This serves both your interest and our interest in complying with the legal requirements when sending newsletters (legitimate interest within the meaning of Art. 6(1)(f) GDPR). The storage in the blacklist is indefinite. You may object to the storage if your interests outweigh our legitimate interest.

6. Plug-ins and Tools

Google Fonts (local embedding)

This website uses so-called Google Fonts provided by Google to ensure the uniform use of fonts on this site. These Google fonts are locally installed so that a connection to Google’s servers will not be established in conjunction with this application.

For more information on Google Fonts, please follow this link: https://developers.google.com/fonts/faq and consult Google’s Data Privacy Declaration under: https://policies.google.com/privacy?hl=en.

Google Maps

This website uses the mapping service Google Maps. The provider is Google Ireland Limited (“Google”), Gordon House, Barrow Street, Dublin 4, Ireland.

To enable the use of the Google Maps features, your IP address must be stored. As a rule, this information is transferred to one of Google’s servers in the United States, where it is archived. The operator of this website has no control over the data transfer. In case Google Maps has been activated, Google has the option to use Google Fonts for the purpose of the uniform depiction of fonts. When you access Google Maps, your browser will load the required web fonts into your browser cache, to correctly display text and fonts.

We use Google Maps to present our online content in an appealing manner and to make the locations disclosed on our website easy to find. This constitutes a legitimate interest as defined in Art. 6(1)(f) GDPR. If appropriate consent has been obtained, the processing is carried out exclusively on the basis of Art. 6(1)(a) GDPR and § 25 (1) TTDSG, insofar the consent includes the storage of cookies or the access to information in the user’s end device (e.g., device fingerprinting) within the meaning of the TTDSG. This consent can be revoked at any time.

Data transmission to the US is based on the Standard Contractual Clauses (SCC) of the European Commission. Details can be found here: https://privacy.google.com/businesses/gdprcontrollerterms/ and https://privacy.google.com/businesses/gdprcontrollerterms/sccs/.

For more information on the handling of user data, please review Google’s Data Privacy Declaration under: https://policies.google.com/privacy?hl=en.

7. Custom Services

Handling applicant data

We offer website visitors the opportunity to submit job applications to us (e.g., via e-mail, via postal services on by submitting the online job application form). Below, we will brief you on the scope, purpose and use of the personal data collected from you in conjunction with the application process. We assure you that the collection, processing, and use of your data will occur in compliance with the applicable data privacy rights and all other statutory provisions and that your data will always be treated as strictly confidential.

Scope and purpose of the collection of data

If you submit a job application to us, we will process any affiliated personal data (e.g., contact and communications data, application documents, notes taken during job interviews, etc.), if they are required to make a decision concerning the establishment or an employment relationship. The legal grounds for the aforementioned are § 26 BDSG according to German Law (Negotiation of an Employment Relationship), Art. 6(1)(b) GDPR (General Contract Negotiations) and – provided you have given us your consent – Art. 6(1)(a) GDPR. You may revoke any consent given at any time. Within our company, your personal data will only be shared with individuals who are involved in the processing of your job application.

If your job application should result in your recruitment, the data you have submitted will be archived on the grounds of § 26 BDSG and Art. 6(1)(b) GDPR for the purpose of implementing the employment relationship in our data processing system.

Data Archiving Period

If we are unable to make you a job offer or you reject a job offer or withdraw your application, we reserve the right to retain the data you have submitted on the basis of our legitimate interests (Art. 6(1)(f) GDPR) for up to 6 months from the end of the application procedure (rejection or withdrawal of the application). Afterwards the data will be deleted, and the physical application documents will be destroyed. The storage serves in particular as evidence in the event of a legal dispute. If it is evident that the data will be required after the expiry of the 6-month period (e.g., due to an impending or pending legal dispute), deletion will only take place when the purpose for further storage no longer applies.

Longer storage may also take place if you have given your agreement (Article 6(1)(a) GDPR) or if statutory data retention requirements preclude the deletion.

Admission to the applicant pool

If we do not make you a job offer, you may be able to join our applicant pool. In case of admission, all documents and information from the application will be transferred to the applicant pool in order to contact you in case of suitable vacancies.

Admission to the applicant pool is based exclusively on your express agreement (Art. 6(1)(a) GDPR). The submission agreement is voluntary and has no relation to the ongoing application procedure. The affected person can revoke his agreement at any time. In this case, the data from the applicant pool will be irrevocably deleted, provided there are no legal reasons for storage.

The data from the applicant pool will be irrevocably deleted no later than two years after consent has been granted.

Use of SalesViewer® technology

This website uses SalesViewer® technology from SalesViewer® GmbH on the basis of the website operator’s legitimate interests (Section 6 paragraph 1 lit.f GDPR) in order to collect and save data on marketing, market research and optimisation purposes.

In order to do this, a javascript based code, which serves to capture company-related data and according website usage. The data captured using this technology are encrypted in a non-retrievable one-way function (so-called hashing). The data is immediately pseudonymised and is not used to identify website visitors personally

The data stored by Salesviewer will be deleted as soon as they are no longer required for their intended purpose and there are no legal obligations to retain them.

The data recording and storage can be repealed at any time with immediate effect for the future, by clicking on https://www.salesviewer.com/opt-out

in order to prevent SalesViewer® from recording your data. In this case, an opt-out cookie for this website is saved on your device. If you delete the cookies in the browser, you will need to click on this link again.

General terms and conditions of business
of PRIME DRILLING GmbH of D-57482 Wenden-Gerlingen, Germany

 

 (I) General terms
1.1 Contracts shall be concluded on the basis of the following conditions only, even if we do not quote the said exclusively in case of a permanent business relationship in future.
1.2 Terms of the contractual partner to the contrary or deviating shall be applicable only, if and when the said have been accepted by us in writing. Our general terms shall also apply, if we carry out or accept a delivery without reservations knowing of conditions to the contrary or deviating.
1.3 Our general terms and conditions of business shall apply vis-à-vis businesspersons, if the contract is required for the operation of the commercial business as well as vis-à-vis non-traders, if this is legally permissible.
1.4 These terms shall apply for custom-made machinery only, if nothing to the contrary has been agreed upon. The provision of a CE mark of conformity for custom-made machinery shall require a special written agreement.
1.5 The venue and the place of performance shall be our place of business. The said shall also apply for claims based on bills of exchange and cheques.
1.6 German law shall apply exclusively for deliveries and services. The application of laws on the international purchase of movable goods and on the conclusion of international purchasing contracts for movable goods shall be ruled out.
1.7 If one or several of these provisions should be ineffective or should become ineffective, this shall not affect the effectiveness of the other provisions. The contractual partners shall be obligated to replace the ineffective provision by a provision which comes as  close as possible to the economic success intended.

 

(II) Additional conditions for sale and delivery
The terms of sale and delivery rendered hereinafter shall apply complementary to the general terms and conditions of business rendered in Figure (I).

 

(1) Offer
1.1 Our offers shall be without obligation. With respect to the scope of delivery in particular, we shall be obligated only to our written acknowledgement of order. Modifications and supplement shall have to be made in writing.
1.2 The documents, such as illustrations, drawings, data on weight, measures and other services, shall be approximate only, unless the said have been stated as being binding explicitly. We reserve ownership and copyright in our estimate of costs, drawings and other documents; the said shall not be made accessible to third parties.
1.3 Moreover, the performance data in leaflets shall be binding only in case of written confirmation.

 

(2) Prices and payment
2.1 Our prices shall be applicable ex works, excluding freight, packaging and value-added tax.
2.2 Invoices shall be payable within ten days after the date of invoice deducting a trade discount of 2 per cent or net within thirty day after the date of invoice. Invoices for repairs shall be payable without deduction within two weeks after the date of invoice.
2.3 In case of default in payment we shall be entitled to charge interest to the amount of the gross interest rate for current account credits according to established bank practice instead of the legal interest in arrears.
2.4 We shall accept bills of exchange in fulfilment only and subject to the discountability of the said. Costs for discounting and collection shall be borne by the ordering party.
2.5 If the ordering party defaults in payment by more than ten days with no insignificant amount, all our claims shall become payable immediately without taking the bills of exchange accepted into consideration. In this case we shall be entitled to deliver goods only against cash in advance or provision of security.
2.6 The ordering party shall not be entitled to withhold or set off payment for whatever cross-claims there are, unless the cross-claims are undisputed, have been accepted by us or have been stipulated legally.
2.7 In case of an unfounded rescission of the contract, 15 per cent of the gross sales price of the article to be supplied shall be claimed as a compensation for damage. In individual cases we reserve the right to substantiate and claim a higher damage which has really occurred.

 

(3) Delivery
3.1 The compliance with the delivery date shall require the fulfilment of the contractual obligations by the ordering party. The plea of the unfulfilled contract shall be reserved. In case of date agreements we shall default only upon reminder. Part deliveries shall be permissible.
3.2 The delivery date shall be considered observed, if the goods to be delivered have left the factory when the said has expired or if the readiness of delivery has been stated.
3.3 If we are prevented from delivery in time by acts of God, the delivery period shall be prolonged reasonably. The said shall apply for industrial action as well as for the occurrence of an unforeseeable obstruction which is outside of our sphere of influence, provided such obstructions have demonstrably considerably influence on the completion or shipment of the goods to be delivered. This shall also apply, if the circumstances occur to sub-suppliers. We shall not be responsible either for circumstances mentioned hereinbefore, if they occur during an already existing default. In important cases we will inform the ordering party of the beginning and end of such obstructions as quickly as possible.
3.4 If we default for reasons, for which we are responsible, the liability for damage shall be ruled out in case of simple negligence.
3.5 If an ordering party grants us a reasonable grace period of three weeks or of six weeks in case of custom-made productions after we have defaulted, threatening rejection, the said shall be permitted to withdraw from the contract after a futile expiry of the grace period. Otherwise the liability for damage shall be limited to typical, reasonably foreseeable damage.
The limitation of liability stipulated in the two chapters mentioned hereinbefore shall not apply, if a strictly commercial deal has been struck explicitly and/or the interest of the ordering party in the contract fulfilment no longer exists.

 

(4) Passing of risk and acceptance
4.1 If the acknowledgement of order stipulates nothing to the contrary, the service shall be agreed to be ex works.
4.2 Objects supplied, even if they have insignificant defects, have to be accepted by the ordering party without prejudice to the rights described in section (7).

 

(5) Reservation of ownership
5.1 We reserve the ownership in the goods supplied until all claims from the business relationship have been fulfilled.
5.2 The ordering party shall be permitted to sell the goods subject to retention of title only within the framework of the usual business transaction and under reservation of ownership. The ordering party shall transfer the claims arisen from the sale of the goods subject to retention of title shall to us now already. Every other disposition of the goods subject to retention of tile - in particular pledging or mortgaging by chattels - shall be impermissible.
We shall be notified immediately of the seizure, confiscation or other disposition of the object delivered by a third party.
5.3 If the value of our securities exceeds the amount of our claims by more than 20 per cent, we shall be obligated to release securities at our discretion upon request of the ordering party.
5.4 In case of a behaviour of the ordering party in violation of the contract, in case of default in payment in particular, we shall be entitled to take back the goods after reminders, and the ordering party shall be obligated to surrender the goods. The assertion of the retention of title as well as the seizure of the objects supplied by us shall not be considered a withdrawal from the contract.

 

(6) Express warranty
We shall warrant for defects in the object supplied as follows:
6.1 Without delay we shall have to be notified of any defects detected in writing. Along with the notification, the certificate of receipt which confirms the handover of the accompanying documentation (operating instructions, et cetera) and the expert instructions shall have to be sent. Replaced parts shall become our property.
6.2 Deviating from the legal provisions, the warranty period shall be twelve months.
6.3 If the object supplied has a defect, for which we are responsible, we shall be entitled to remedy or replacement at our discretion. In case of remedy, we shall be obligated only to bear all outlay required for the said, provided they are not increased by the fact that the object supplied has been taken to another location than the place of fulfilment.
6.4 Other claims of the ordering party, in particular a claim for compensation of damage, which has not occurred on the object supplied itself, shall be ruled out.  This exemption of liability shall not apply for intent or gross negligence of the proprietor or a managing employee as well as in case of culpable violation of significant contractual obligations. In case of culpable violation of significant contractual obligations, we shall be liable - except in cases of intent or gross negligence of the proprietor or managing employee - for the contractually typical, reasonably foreseeable damage. The exemption of liability shall not apply in cases of the injury of a person, including life, health or body. Moreover, the exemption of liability shall not apply in cases either, in which in conformity with the [German] product liability law liability applies for persons or material damage of privately used objects when the object delivered is faulty. The said shall not apply either, if properties which have been assured explicitly are absent, if the assurance intended  in particular that the ordering party is protected against damage which does not occur on the object supplied itself. The exemption from liability shall not apply in case of defects which have been withheld deceitfully or the absence of which the supplier has guaranteed.

 

(7) Rights in case of impending and/or existing non-fulfilment by the ordering party
7.1 If the ordering party defaults in payment in whole or partially, if a bill of exchange or cheque of the ordering party is not honoured or if facts are revealed, which indicate an aggravation of the pecuniary circumstances of the ordering party or if an application for the institution of insolvency proceedings is filed or if the ordering party suggests an out-of-court settlement to the debtor, we shall have the right to demand the immediate payment of all open and undue or deferred invoices and to request payment in advance for all open deliveries or to withdraw from the contract with respect to a partial or entire delivery without prejudice to other rights due to us without requiring a deadline or grace period in this case. The ordering party can ward off the obligation of premature payment and/or our withdrawal by providing suitable securities. The rights mentioned hereinbefore shall be due to us also, if the company of the ordering party is wound up, liquidated or the business activities are discontinued, significant company divisions are transferred or judicial sale measures are instituted over the assets of the ordering party.
7.2 Claims for damages of the ordering party on the grounds of withdrawal for reasons mentioned hereinbefore shall be ruled out.

 

(8) Joint liability
8.1 If our liability has been ruled out or limited in keeping with section (7), this shall apply also for the violation of contractual accessory obligations as well as pre-contractual obligation violations and for claims based on product liability in conformity with section 823 of the [German] Civil Code. We shall not be held liable for damage to machines which has been caused by operating faults. For this reason, please observe our operating instructions and training offers.
8.2 The stipulations in keeping with clause 8.1 shall not apply for claims based on the [German] product liability act. The same shall apply in case of initial relative impossibility or by impossibility for which we are responsible.

 

(III) Additional clauses for purchase
The purchase terms rendered hereinafter shall apply supplementary to the general terms and conditions rendered in Figure (I).

 

(1) Prices and payment
1.1 The prices agreed upon are set prices and shall contain the costs for shipping, loading and packaging in particular.
1.2 Payment shall be effected within ten days after delivery and receipt of invoice deducting a trade discount of 3 per cent or net within thirty days.
1.3 In case of early delivery, the due date and the beginning of the discount period shall depend on the delivery date agreed upon.
1.4 Claims against us shall be assigned or collected by a third party only upon our written approval. The approval shall not be withheld unreasonably.

 

(2) Shipment / passage of risk
2.1 The shipment shall be made at the risk of the supplier. The risk shall pass to us after the goods have been unloaded and unpacked on our premises. The supplier shall have to take back the transport packaging.
2.2 Except in the event of obvious defects, section 377 of the [German] Commercial Code shall not be applicable.

 

(3) Date of delivery / delay of delivery
3.1 The delivery date agreed upon shall be binding. The receipt of the goods on our premises shall be decisive for the observation of the delivery date. If no delivery to our premises has been agreed upon, the supplier shall have to render available the goods in due time. If delivery dates cannot be kept, the supplier shall have to inform us in writing without delay indicating the reasons and probable delay.
3.2 Part deliveries shall be permitted only, if our written approval can be presented.

 

(4) Warranty
The supplier shall warrant that his goods delivered are in keeping with the respectively current state of science and technology and provide the technical data agreed upon. Recourse claims against the supplier based on defect claims in keeping with section 478 and 479 of the [German] Civil Code shall be permitted, even if the ultimate customer is not consumer, but entrepreneur.

Wenden-Gerlingen: July 2007