- Unless otherwise specifically agreed in writing the Company (TankOil) undertakes services in accordance with these general conditions and accordingly all offers to tenders of service are made subject to the same. All resulting contracts, agreements or other arrangements will in all respects be governed by these conditions, except only to the extent that the law of the place where such arrangements of contracts are made or carried out shall preclude any of the conditions and in such case the said local law shall prevail wherever, but only to the extent that, it is at variance with these conditions.
- The company is a business enterprise engaged in the trade of inspection and testing . As such, it: – carries out inspections, verifications, examinations, tests, sampling, measurements and similar operations; – issue reports and certificates relating to the aforesaid operations; – renders advisory services in connection with such matters.
- The company acts for the persons or bodies 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 / testing or delivery of report or certificate, unless so authorised by the client. The Company will however be deemed irrevocable authorized by the Client to deliver at its discretion of report or certificate to a third party where so instructed by the Client, if a promise in this sense had been given to this third party or such a promise implicity follows from circumstances, trade custom, usage or practice.
- The company will provide services in accordance with: – the Client’s specific instructions as confirmed by the company – the terms of the Company’s standard order form and / or standard specification sheet, if used. – any relevant trade custom, usage or practice; – methods as the Company shall consider suitable on technical, operational and / or financial grounds.
- Documents reflecting engagements contracted between the Client and third parties such as copies of contracts of sales, letters of credit , bills of lading, etc. are (if received by the Company) considered to be for information only, without extending or restricting the Company’s mission, obligations and scope of services.
- The Company’s standard services are as follows: – quantities and / or qualitative inspection; – inspection of condition of goods, packing, containers and transportation; – inspection of loading or discharging; – sampling; – laboratory analysis or other testing.
- Special services where the same exceed the scope of standard services as referred to in paragraph 6, will only be undertaken by the company by particular arrangements. Such special services will illustratively not exhaustively: – quantities and/or qualitative inspection; – grouped services including concurrent and consequent operations; – supervision of full industrial project schemes, including consultanting, expediting and progress reporting.
- Subject to the Client’s instructions, as accepted by the Company, the Company will issue reports and certificates of inspection/testing which reflect statements of opinions made with due care within the limitation of instructions received, but the Company is under no obligation to refer to report upon any facts or circumstances which are outside the specific instructions received.
- The Client will: -ensure that instructions to the Company and sufficient information are given in due time to enable the required services to -be performed effectively. -procure all necessary access for the Company’s representatives to goods, premises installations and transport in order to -enable the required services to be performed effectively. -supply, if required, any special instrument / equipment and personnel necessary for the performance of the required -services; -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 advise whether required or not; -take all necessary steps to eliminate or remedy any obstruction to, or interruptions in, the performance of the required -services; -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 or radiation, toxic or noxious or explosive elements or -materials, environmental pollution or poisons; -fully exercise all its rights and discharge all its liabilities under any relevant contract of sale or any 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.
- 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.
- If the requirements of the Client necessitate the analysis of samples by the Client’s laboratory 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 laboratory or by any third party’s laboratory the Company will provide confirmation that the correct sample has been analyzed but will not otherwise be responsible for the accuracy of any analysis or results.
- The Company undertakes to exercise due care and skill in the performance of it’s services and accepts responsibility only in cases of proven negligence. The liability of the Company to the Client in respect of any claims for loss, damage or expense of whatsoever nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to 5 times the amount of the fee or commission payable in respect of the specific service required under the particular contract which gives rise to such claims, provided, however, that the Company shall have no liability for any indirect, special or consequential loss including loss of profits.
- Where the fee or commission payable relates to a number of services and a claim arises in respect of one of those services, the fee or commission shall be apportioned for the purposes of this paragraph by reference to the estimated time involved in the performance of each service.
- The Company shall be discharged from all liability for all claims for loss, damage or expense unless suit is brought within three months 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.
- 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.
- 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. The Client shall guarantee, hold harmless and indemnify the Company and its directors, employees, servants, officers, 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 paragraph 12.
- 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.
- 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 delay charge and to reimbursement of any non-refundable expense incurred by the Company.
- 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 12 percent 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 dispute, cross claim or set off which it may allege against the Company. The Client shall also pay all of the Company’s costs of collecting any amounts owed to the Company, including attorney’s fees and court costs.
- In 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. In the event of the Company being prevented by reasons of any cause whatsoever outside the Company’s control from performing or completing any service for which an order has been given or agreement made, the Client will pay the Company: – the amount of all abortive expenditure actually made or incurred; – a proportion of the agreed fee or 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 service.
- These General Conditions shall be Governed and construed in accordance with the substantive laws of the place where the Company renders services and issues reports or certificates, exclusive of any rules with respect of conflicts of laws. All Disputes arising in connection with these General Conditions shall be finally settled by recourse to arbitration under the rules of conciliation and arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules. Unless otherwise agreed, the arbitration shall take place in the English language at the place where the Company renders services and issues reports or certificates.