VUM Division General Conditions of Service
VUM Division General Conditions of Service
Bureau Veritas VUM Division General Conditions of Service January 2014
“The Company” is the legal entity with whom the Client is providing instructions.
1. (a) Unless otherwise specifically agreed in writing, the Company undertakes services in accordance with these general conditions (hereinafter called "General Conditions") and accordingly all offers or tenders of service are made subject to these General Conditions. All resulting contracts, agreements or other arrangements will in all respects be governed by these General Conditions. (b) These General Conditions shall be governed by the law of the Jurisdiction in which the Company is registered. (c) The parties (being the Company and the Client collectively), hereby agree that the courts of the Jurisdiction of registration shall have exclusive Jurisdiction to settle any dispute or claim that arises out of or in connection with these General Conditions or the underlying contract or arrangement except that the Company shall have the option to pursue money claims against the Client in any jurisdiction where the client has assets or funds or a place of business.
2. The Company is an enterprise principally engaged in mineral preparation and laboratory testing services for mining, minerals exploration and research, as such it:
2.1. carries out such “standard services” as are referred to in General Condition 6;
2.2. issue reports as may be relevant to the standard services.
3. The Company acts for the persons or bodies from whom the instructions to act have originated (herein called "the Client "). No other party is entitled to give instructions, particularly on the delivery of report, unless so pre-authorised by the Client and agreed to by the Company.
3.1 The Company will however be deemed irrevocably authorised to deliver at its discretion the report to a third party if following instructions by the Client a promise in this sense has been given to this third party.
4. The Company will provide services in accordance with the Client’s specific instructions as accepted and confirmed by the Company so far as such testing methods as the Company shall deem appropriate in its detection limit and confidence interval.
5.1 All enquiries and orders for the supply of services must be accompanied by sufficient information, specifications and instructions to enable the Company to evaluate and/or perform the services required.
5.2 The client to 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. The client will be liable for cost of disposal of samples considered hazardous or dangerous.
6. The Company's standard service may include all or any of the following:-
6.1 laboratory analysis or other testing related to Exploration and Mining;
6.2 supply of technicians or other personnel related to Exploration and Mining.
7. Whereas the Company provides and/or sells goods or equipment (as opposed to services) to the Client (whether combined with or separately from any services), and such goods or equipment have been acquired by the Company from a Third Party, the Company gives no express or implied warranty as to the quality of such goods or equipment for their fitness for purpose. However, upon written request by the client, the Company will assign (as far as possible), its rights against such third party.
8. Subject to the Client’s instructions as accepted by the Company, the Company will issue reports 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.
8.1 Reports issued following testing or analysis of such samples as are submitted to the Company for analysis (but not drawn from the bulk by the Company) contain the Company's specific opinion on those samples only but do not express or imply any opinion upon the bulk from which the samples were drawn.
8.2 The Company will not be liable the Client or any third party for any samples so altered, lost, damaged or destroyed.
9. For sample pickup and/or services provided at the Client’s site by the Company’s employees, subcontractors and or agents, the Client will ensure the following:
9.1 instructions and sufficient information are given in due time to enable the required services to be performed effectively;
9.2 all necessary measures are taken for safety and security of working conditions, sites and installations during the performance of service and will not rely, in this respect, on the Company's advice whether requested or not; But the Client accepts that the Company and its employees may exercise a “stop work authority” in any circumstances where working conditions are considered by its employee (or other representative of the Company) to be unsafe and contrary to safe working conditions;
Such “Stop Work Notice” may be issued verbally by the Company without notice (subject to being confirmed in writing within 48 working hours). Once issued the Company is discharged from any obligation to continue to provide its contracted services until such working conditions have been fully rectified by the Client to the satisfaction of the Company. During the period of suspension of its services, the Company shall be free of any liability for any additional costs or liabilities incurred or potentially incurred by the Client.
9.3 take all necessary steps to eliminate or remedy any obstruction to or interruptions in the performance of the required services and carry adequate business liability insurance in place during the term of the services provided by the Company.
10. The Company with consent from the Client to delegate the performance of the whole or any part of the services contracted for with the Client to any agent or subcontractor. The Company will pass on the result of the analysis but without responsibility for its accuracy.
11. All technicians and other personnel supplied by the Company in the performance of any services shall at all times remain employees, agents or sub-contractors (as the case may be) of the Company. As such, all such persons shall be answerable to and subject to the instructions of the Company at all times. Unless otherwise agreed by the Company, such persons shall not be obliged to follow any instructions of the Client.
12. 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 and negligence against the Company is proven.
12.1 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 the amount of the fee in respect of the specific service required under the particular contract with the Company which gives rise to such claims.
12.2 The limit of liability of the Company under the terms of Condition
12.1 may (at the sole discretion of the Company) be increased upon request received by the Company in advance of the performance of the service to such figure as may be agreed upon.
12.3 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these General Conditions.
12.4 This Condition 12 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of any breach of these General Conditions, any use made by the Client of the services and any representation, statement or tortious act or omission (including negligence) arising in connection with these General Conditions.
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 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 12.
14. Every officer, employee, agent or subcontractor of the Company shall have the benefit of the limitation of compensation and the indemnity contained in these General Conditions and so far as relates to such limitations 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.
15. In the event that any unforeseen problems or expenditure arise in the course of carrying out any of the contracted services the Company shall be entitled to make additional charges to cover additional time and cost necessarily incurred to complete the service.
16. The Client will punctually pay not later than 30 (thirty) days after the relevant invoice date (or within such other period as may have been agreed in writing by the Company) all proper charges rendered by the Company failing which, and without prejudice to any other rights or remedies available to the Company, interest will become due at the rate of 15 (fifteen) per cent per annum from the date of invoice until payment.
16.1 All prices quoted and charges due under these General Conditions shall, unless the Company confirms otherwise in writing, be exclusive of any value added or sales tax which shall be charged in addition at the prevailing rate.
16.2 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.
16.3 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 all further performance of its services forthwith and without liability and all sums payable to the Company shall become immediately due and payable.
17. 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 Company shall be relieved of all responsibility whatsoever for the paritial or total non-performance of the required service.
17.1 The Company may seek compensation for any lost suffered due to the Client not fulfilling its obligations from the Contract.
18. 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.
19. No alteration, amendment or waiver of any of these General Conditions shall have any effect unless agreed to in writing and signed by an officer of the Company.
20. Notwithstanding 19, the Client agrees that the Company has the right to modify these Terms and Conditions. The Client further agrees that such modification will be effective immediately upon notice being given by posting notice of such changes on the Company’s website (or by communicating such notice to the Client by e-mail).