General Conditions for Inspection and Testing Services
1. The Company undertakes to provide services in accordance with these general conditions (hereinafter called General Conditions) and accordingly all offers or tenders of service and all resulting contracts, agreements or other arrangements will in all respects be governed by these General Conditions, unless otherwise specifically agreed in writing except only to the extent that the law of the place where such arrangements or contracts are made or carried out shall preclude any of the General Conditions and in such case the said local law shall prevail wherever, but only to the extent that, it is at variance with these General Conditions.
2. The Company acts for the person or body from whom the instructions to act have originated (hereinafter called the Client). No other party is entitled to give instructions, particularly on the scope of inspection or delivery of report or certificate, unless so authorised by the Client. The Company is irrevocably authorised by the Client to deliver at its discretion the report or the certificate to a third party where so instructed by the Client or where it implicitly follows from circumstances, trade custom, usage or practice.
3. The Company will provide services in accordance with:
(a)the Client's specific instructions as confirmed by the Company;
(b)the terms of any standard order form and/or standard specification sheet of the company, if applicable;
(c)any relevant trade custom, usage or practice and
(d)such methods as the Company shall consider appropriate on technical, operational and/or financial grounds.
4. Documents reflecting engagements contracted between the Client and third parties, or third parties’ documents, such as copies of contracts of sale, letters of credit, bills of lading, etc., are (if received by the Company) considered to be for information only, and do not extend or restrict the scope of the services or the obligations accepted by the Company.
5. Subject to the Client's instructions as accepted by the Company, the Company will issue reports and certificates of inspection which reflect statements of opinion made with due care within the limitation of instructions received but the Company is under no obligation to refer to or report upon any facts or circumstances which are outside the specific instructions received.
6. The Client will:
(a)ensure that instructions to the Company and sufficient information are given in due time to enable the required services to be performed effectively;
(b)procure all necessary access for the Company's representatives to enable the required services to be performed effectively;
(c)supply, if required, any special equipment and personnel necessary for the performance of the services;
(d)ensure that all necessary measures are taken for safety and security of working conditions, sites and installations during the performance of services and will not rely, in this respect, on the Company's advice whether required or not;
(e)take all necessary steps to eliminate or remedy any obstruction to, or interruptions in, the performance of the services;
(f)inform the Company in advance of any known hazards or dangers, actual or potential, associated with any order or samples or testing including, for example, presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or poisons;
(g) fully exercise all its rights and discharge all its liabilities under any relevant sales or other contract with a third party, whether or not a report or certificate has been issued by the Company, failing which the Company shall be under no obligation to the Client.
7. The Company may delegate the performance of the whole or any part of the services contracted for with the Client to any agent or subcontractor.
8. If the requirements of the Client necessitate the analysis of samples by the Client’s or by any third party’s laboratory the Company will pass on the result of the analysis but without responsibility for its accuracy. Likewise where the Company is only able to witness an analysis by the Client’s or by any third party’s laboratory the Company will provide confirmation that the correct sample has been analysed but will not otherwise be responsible for the accuracy of any analysis or results.
9. The Company undertakes to exercise due care and skill in the performance of the services and accepts responsibility only in cases of proven negligence. The liability of the Company in respect of any claim for loss, damage or expense of whatsoever nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to 10 times the amount of the fee payable in respect of the specific service required which gives rise to such claim, provided, however, that the Company shall have no liability to the Client for any indirect, special or consequential loss of the Client (including loss of profits).
10. The Company shall be discharged from all liability to the Client for all claims for loss, damage or expense unless suit is brought within one year after the date of the performance by the Company of the specific service which gives rise to the claim or in the event of any alleged non-performance within one year of the date when such service should have been completed.
11. The Client acknowledges that the Company does not, either by entering into a contract or by performing services, assume, abridge, abrogate or undertake to discharge any duty of the Client to any other person.
12. The Company is neither an insurer nor a guarantor and disclaims all liability in such capacity. Clients seeking a guarantee against loss or damage should obtain appropriate insurance.
13. The Client shall guarantee, hold harmless and indemnify the Company and its officers, employees, agents or subcontractors against all claims made by any third party for loss, damage or expense of whatsoever nature including reasonable legal expenses and howsoever arising relating to the performance, purported performance or non-performance, of any services to the extent that the aggregate of any such claims relating to any one service exceed the limit mentioned in condition 9.
14. In the event that any unforeseen problem or expenditure arises in the course of carrying out any of the services the Company shall be entitled to an additional charge to cover additional time and cost necessarily incurred to complete the services.
15. If the Company is unable to perform all or part of the services because of lack of access or availability of goods or undue postponement or delay, the Company shall be entitled to a delay charge and to reimbursement of any non refundable expense incurred by the Company.
16. The Client shall punctually pay not later than 30 days after the relevant invoice date or within such other period as may have been agreed in writing by the Company all charges rendered by the Company failing which interest will become due at the rate of 3 month LIBOR + 2% per cent per annum from the date of invoice until payment. The Client shall not be entitled to retain or defer payment of any sums due to the Company on account of any dispute, cross claim or set off which it may allege against the Company. The Сlient shall also pay all of the Company’s costs of collecting any amounts owed to the Company, including attorney’s fees and court costs.
17. n the event of any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by the Client the Company shall be entitled to suspend or, at its option, terminate all further services forthwith and without liability.
18. If the Company is prevented by reason of any cause whatsoever outside the Company’s control from performing or completing any services for which an order has been given or an agreement made, the Client shall pay to the Company
(a) the amount of all abortive expenditure actually made or incurred;
(в) a proportion of the agreed fee commission equal to the proportion (if any) of the services actually carried out; and the Company shall be relieved of all responsibility whatsoever for the partial or total non-performance of the required services.