Terms and Conditions of Service
TERMS AND CONDITIONS OF SERVICE
1. XXX (hereinafter “the Company”) agrees to provide its services in accordance with and subject to the terms and conditions herein contained (hereinafter “the Conditions”). The Conditions may only be modified by a variation expressed in writing and signed on behalf of the Company by a director and no other action on the part of the Company or its employees or agents shall be construed as an acceptance of any other terms and conditions
2. The Company acts for the person or body from whom the request to provide its services has originated (hereinafter “the Principal”). No other party is entitled to give instructions to the Company unless agreed by the Company.
3. All rights (including but not limited to copyright) in any test reports, surveys, certificates of inspection or other material produced by the Company in the course of providing its services shall remain vested in the Company. The Principal shall not reproduce or make copies, publish or disclose the contents of any such material or extracts thereof to any third party without the Company’s prior written consent, which may be refused or withdrawn at its discretion. The Principal further undertakes that its servants and agents shall keep confidential and shall not publish or otherwise use any information that may be acquired relating to the Company’s activities, without the Company’s prior written consent.
4. 4.1 The Company undertakes to exercise due care and skill in the performance of its services and accepts responsibility only where such skill and care is not exercised.
4.2 The liability of the Company in respect of any claims for loss, damage or expense of whatsoever nature and howsoever arising in respect of any breach of contract and/or any failure to exercise due skill and care by the Company shall in no circumstances exceed a total aggregate sum equal to two (2) times the amount of the fee or commission payable in respect of the specific service required under the particular contract with the Company which gives rise to such claims provided however that the Company shall have no liability in respect of any claims for indirect or consequential loss by the Company or a third party, including loss of profit and/or loss of future business and/or loss of production and/or cancellation of contracts entered into by the Principal.
4.3 The Company shall not in any event be liable for any loss or damage caused by delay in performance or non-performance of any of its services where the same is occasioned by any cause whatsoever that is beyond the Company’s control including but not limited to war, civil disturbance, requisitioning, governmental or parliamentary restriction, prohibitions or enactment of any kind, import or export regulations, strike or trade dispute (whether involving its own employees or those of any other person), difficulties in obtaining workmen or materials, breakdown of machinery, fire or accident. Should any such event occur the Company may cancel or suspend any contract for the provision of services without incurring any liability whatsoever.
4.4 The Company will not be liable to the Principal for any loss or damage whatsoever sustained by the Principal as a result of any failure by the Company to comply with any time estimate given by the Company relating to the provision of its services. [See clause 9.1] [See clause 9.2]
4.5 The Company shall undertake a review of the conditions that exist at the Principal’s factory, warehouse or other facility at the time of the site inspection. The Company shall not offer, or be liable for, any report or opinion as to the conditions or security at the Factory, warehouse or facility at any other time, or as to the condition or security of any particular shipment from that factory, warehouse or facility.
5. 5.1 Subject to the Principal’s instructions as accepted by the Company, the test reports, surveys, certificates of inspection or other material produced by the Company shall be conducted and completed with due care within the limitation of the instructions received by the Company. The Company is under no obligation to refer to or report upon any facts or circumstances, which are outside the specific instructions received.
5.2 As a result of conducting a site inspection of the Principal’s factory, warehouse or other facility, the Company is under no obligation to perform further site inspections of the factory, warehouse or facility or to inspect, review, track or otherwise evaluate any shipments of goods that are shipped by the Principal from its factory, warehouse or facility.
5.3 Any test reports, surveys, certificates of inspection or other material produced by the Company in the course of providing its services will be produced with due regard to the standards then-existing for such test reports, surveys, certificates of inspection or other material, including the voluntary standards developed pursuant to the United States Customs-Trade Partnership Against Terrorism. The Company is under no obligation to the Principal in the event the requirements of any standards, including the voluntary standards developed pursuant to the United States Customs-Trade Partnership Against Terrorism are amended, superceded or withdrawn
6. The Company shall be entitled at its discretion to delegate the performance of the whole or any part of the services contracted for with the Principal to any agent or subcontractor of the Company.
7. Every officer, employee, agent or subcontractor of the Company shall have the benefit of the limitations of liability and the indemnities contained in the General Conditions. So far as relates to such limitations and indemnities, any contract entered into by the Company is entered into not only on its own behalf but also as agent and trustee for every such person as aforesaid.
8. GSV reserves the right to publish a list of or otherwise make known the names of organizations (including enterprises) which have requested assessments in www.importsecurity.com. If there are any cases in which a company official wishes to have their respective organizations remain anonymous while retaining the benefits to www.importsecurity.com content and still conduct GSV audits, they can make written requests to GSV.Info@intertek.com. GSV, in its absolute discretion, reserves all rights pertaining to granting anonymity to organizations on behalf of which such requests have been received.
9. The Principal will:
9.1 ensure that instructions to the Company are given in due time and are accompanied by sufficient information to enable the required services to be performed effectively;
9.2 accept that documents reflecting arrangements or agreements made between the Principal and any third party, or third party 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, without extending or restricting the services to be provided or obligations accepted by the Company.
9.3 procure all necessary access for the Company’s representatives to enable the required services to be performed effectively;
9.4 supply, if required, any special equipment and personnel necessary for the performance of the required services;
9.5 ensure that all necessary measures are taken for safety and security of working conditions, sites and installations during the performance of the required services;
9.6 take all necessary steps to eliminate or remedy any obstruction to or interruptions in the performance of the required services and repack all inspected goods immediately after any inspection or survey of them;
9.7 inform the Company in advance of any known hazards or dangers, actual or potential, associated with any request for the provision of services by the Company including but not limited to the presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or poisons;
9.8 be responsible for obtaining future periodic reviews of its factory, warehouse or other facility, with due regard for changes in its business practices that may require such future review, or in the event the requirements of any standards, including the voluntary standards developed pursuant to the United States Customs-Trade Partnership Against Terrorism are amended, superceded or withdrawn.
10. The Principal shall guarantee, hold harmless and indemnify the Company and its officers, employees, agents or subcontractors against:
10.1 all claims made by any third party for any loss, damage or expense of whatsoever nature and howsoever arising relating to the performance, purported performance or non-performance of any of services to the extent that the aggregate of any such claims relating to any one service exceeds the limit mentioned in Condition 4.2.
10.2 any loss or damage suffered by the Company as a result of the provision of services by the Company to the Principal otherwise than resulting from the Company’s own error, negligence or willful default.
11. The Principal will punctually pay the Company immediately upon presentation of the relevant invoice 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 1.5 per cent per month from the date of invoice until payment. The Principal further agrees and undertakes to reimburse the Company all disbursements reasonably incurred in connection with the provision of its services.
11.1 The Principal 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.
11.2 In the event of any suspension of payment arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business or failure of the Principal to pay part or all of any sums owing to the Company, the Company shall be entitled to suspend all further performance of its services and withhold the issue of any test report, survey, certificate of inspection or other material requested forthwith and without liability until payment of all sums owing to the Company together with interest thereon is made.
12. In the event of the Company being prevented by reason of any cause whatsoever outside the Company’s control from performing or completing any service for which an order has been given or an agreement made, the Principal will pay to the Company:
12.1 the amount of all abortive expenditure actually made or incurred; and
12.2 a proportion of the agreed fee or commission equal to the proportion (if any) of the service actually carried out; and the Company shall be relieved of all responsibility whatsoever for the partial or total non-performance of the required service.
13. The Company shall be discharged from all liability to the Principal for all claims for loss, damage or expense unless suit is brought within twelve (12) months after the date of the performance by the Company of the service which gives rise to the claim or in the event of any alleged non-performance within twelve (12) months of the date when such service should have been completed.
14. In the event that any unforeseen additional time or costs are incurred in the course of carrying out any of its services the Company shall be entitled to render additional charges as shall reasonably reflect such additional time and costs incurred.
15. All contracts for provision of services by the Company and the Conditions shall be construed in accordance with and governed by the laws of New Jersey and for the purpose of any arbitral or litigation proceedings such contracts shall be deemed to have been made and performed in New Jersey. If any provision contained in the Conditions is and/or becomes invalid, illegal or unenforceable in any respect under the laws of New Jersey, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
16. Any dispute or claim arising out of or relating to the provision of, or any agreement to provide, services by the Company shall be referred to and determined by arbitration subject to the Company’s sole and overriding discretion to commence litigation proceedings in the courts of New Jersey or the courts of any other country as the Company may choose. The parties may agree to the appointment of an arbitrator failing which either party may, after having made a written request to concur in the appointment of an arbitrator, request the American Arbitration (“AAA”) to appoint an arbitrator. The place of arbitration shall be in New Jersey. There shall only be one arbitrator. The language to be used in the arbitral proceedings shall be English.
5. 5.1 依据本公司所接受的委托方的指令，在操作并完成本公司所出具的测试报告、测量结果、检验证书或其它资料时，应以应有的谨慎，且仅限于本公司所收到的指令范围之内。有关该所接受的明确指令之内的事实或情况，本公司没有义务提及或报告。