(a)The Company undertakes to provide its services with all the possible diligence, care, quality and professionalism, and in accordance with the specified instructions received from the Client and
approved by the Company. In the absence of clear instructions from the Client, the Company will have the right to provide its services as per one or each of the following manners :
(1) The local and / or Regional and / or Internationals Specifications and Standards, and / or
(2) The procedures which the Company deems appropriate depending on technical and / or operational bases and / or any other relevant conditions.
(b) The data to be stated in the Certificates of the Company should be taken from the results of the visual/physical inspection at the worksite and / or the analysis and /or tests results conducted by the Company on the samples withdrawn by it or received from the Client or his Representative, and according to the instructions of the Client.
(c) The results to be stated in the Certificate of the Company regards the samples analyzed and/or by the Company expresses the opinion of the Company about those samples only, and do not express any opinion of the Company about the consignment from which the samples have been drawn.
(d) In case the Client has asked the Company to witness and / or certify any work by a third party, the Client agrees that the sole responsibility of the Company will be just to be present when the third party performs the work intended to be witnessed and / or to certify it , and to send the results of its works and / or its certification, or to confirm the occurrence of same. The Client agrees that the Company will not be responsible for the status and / or calibration of the devices and / or the tools and / or the used measurement instruments, and / or for the analysis methods adopted by the third party, and / or for the qualifications and / or behaviors and / or default by the staff of the third party, and / or for the results of the analysis / tests.
(e) The results to be issued by the Company shows the facts reported by it at the time and place of its executing the works requested from it only, within the limits of the received instructions. In the absence of such instructions and at applying the alternative standards as per Item 2(a), the Company will not be obliged in any way to indicate or mention any facts or circumstances out of the scope of the received specified instructions or the applicable alternative standards.
(f) All the samples are to be kept by the company for a period of /3/ months latest, or for a shorter period of time, according to the nature of the sample ; after which to be returned to the Client or to be disposed of, as the Company deems appropriate. After that, the Company will not bear any responsibility for those samples. In case the Client has asked for storing the samples for a period of more than /3/ months, and storage fees have incurred thereon, the Company will have the right to claim the Client for the storage fees that should be paid by the Client. In case the Client has asked for sending the samples inside as out of the Country of the Office that has provided the service to him, the Company will have the right to claim the Client for the freight and clearance fees (if necessary), and also the Client will be claimed for the fees related to the disposal of the samples, if incurred.
(g) The Company has the right to appoint an Agent for it or a Subcontractor at any place in the world for executing the services requested from it totally or partially. The Client authorizes the Company to share with this Agent or Subcontractor all the information necessary for executing the requested services.
(h) In case the Company has received from the Client and / or a third party any documents that reflect commercial and / or banking and / or other transactions, these would be considered available to the Company just for the purpose of perusal, and would not affect more or less the field of the services or the obligations which the Company has accepted.
(i) The Client acceptance that the Company is providing the services does not make it to take his place or replace a third party, and does not exempt any of the contracting parties from their contractual obligations, and that the Company does not bear and / or partition and / or cancel and / or undertake to acquit the Client and / or any of the parties contracting with, towards each other.
(j) The Company has the right to refuse any instructions from the Client which are contradict and/or not conform with the nature of its work and /or the Company’s ethics and/or the accepted International work principles.
Obligations of the Client:
The Client should :
(a) Give adequate instructions, information and documents to the Company in due course (and in all cases, before no less than 48 hours from the requested service) in order to enable the Company to perform its duties as per Item 2(a).
(b) To secure the safe access of the Representative(s) of the Company to the places where the services will be performed, and to take whatever necessary to overcome and / or eliminate any obstacles that may lead to the non-performance of the services requested from the Company or to the occurrence of interruptions. In case there is any especial equipment a/o staff required to perform the service, the Client has to provide the Company with them & by agreement with the Company.
(c) Notify the Company “in advance” about any anticipated risks or dangers, existing actually or probable, associated with the work of the Company with him and / or its handling of his consignment, his samples or the tests related to him, including but not limited to the radiation risks, dangerous, toxic or explosive elements or materials, environmental or toxic pollution.
(d) Ensure taking all the precautions necessary and required for the safety of the Representative(s) of the Company, and also meeting all the safety requirements and conditions at the work sites and facilities during the performance of the services, without waiting for any advice and / or consultation from the Company.
Fees and Term of Payment:
(a) In case no agreement has been reached between the Company and the Client related to the fees at time of confirming the work request or negotiating about the Contract, the fees of the Company will be according to the relevant standard rates (liable to amendment), and the Client should bear all the chargeable taxes, when required.
(b) Unless a shorter period has been determined on the Invoice, the Client should pay directly all the fees matured to the Company, within a period of no more than /30/ days from the date of the relevant Invoice or within any other period which the Company may determine on the Invoice (maturity date). In case of not doing so, the Company will have the right to claim the Client for an interest at a rate of 1 % per month (or at any other rate to be determined by the Company on the Invoice), starting from the maturity date on the Invoice and until the actual date of payment inclusive; the rate should not exceed 9 % annually.
(c) The Client will have no right to suspend or postpone the payment of any sum matured to the Company, on the basis of the existence of a dispute or a counterclaim or the setoff claimed by the Client against the Company.
(d) In case any “unanticipated” problem or expenses have arisen during the performance of the services, the Company will have the right to claim and to collect extra fees to cover the time to be taken and the surcharges to be incurred on it, needed for the completion of the services. In case the Client has not confirmed these extra fees, the Company will have the right not to complete the works requested from it, and the Client will have no right then to claim the Company for any defect or damage to result from its non-completion of the works entrusted to it.
(e) In case the Company has failed to perform all the services or part thereof for whatever reason out of the control of the Company, including the Client’s non-commitment to any of his obligations stated in Article “3” above, the Company will have the right to collect :
1- The value of the non-refundable expenses incurred on the Company.
2- The rate of the fees agreed upon equivalent to the portion of the actually performed services.
(f) The Company will have the right (if required) to lodge a lawsuit for collecting the unpaid fees from the Client, before any competent Court.
(g) The Client should also pay all the collection charges incurred on the Company, including the lawyer’s fees and the relevant expenses.
Responsibility and Compensation:
(a) Limits of Responsibility :
1- The Company will not incur any liability for consequential or derivative damages including loss an d profit, losses of future businesses, losses of production or goods, a/o cancellation of contract.
2- The Company will be released from any responsibility for any delay in performing the services or for not performing the services totally or partially, if resultant directly or indirectly from reasons out of the control of the Company, including the Client’s non-fulfillment of his obligations in accordance with this Service Conditions.
3- The responsibility of the Company regards any claim for loss, damage or expenses of whatever nature or origin will be restricted to a value that does not exceed in any case a total sum equivalent to 10 times the value of the chargeable fees paid by the Client for the requested determined service about which such a claim has arisen, or 20000,00 US Dollars (twenty thousand US Dollars) or its equivalent in the local currency, whichever is lesser.
4- The Certificate of the Company is to be issued on the basis of the information and / or documents and / or samples presented by the Client or on his behalf, exclusively in favor of the Client who will be fully responsible for taking whatever he deems appropriate based on this Certificate. Neither the Company, nor any of its personnel, employees, agents nor its subcontractors will be considered responsible towards the Client or any third party for any steps and/or legal actions that may or may not be taken based on the Certificate of the Company, and neither for any incorrect results arising from ambiguous, wrong, incomplete, misleading or false information provided by the Client.
In case the Client has lodged any claim, he should address a written notice to the Company, within /30/ days from discovering the facts which he alleges to justify such a claim. In all cases, the Company will be considered released from all its responsibilities towards the Client for all the claims for the loss, damage or expenses, unless the claim has been lodged within one year from:
(1) The date of the Company’s execution of the determined works from which the claim has arisen, or
(2) The date at which such works had been expected to be completed, in case of allegation for non-execution.
The Client undertakes to hold the Company, its officers in charge, personnel, agents or subcontractors harmless from any lawsuit for any claim or demand (actual or anticipated) to be lodged by others for the loss, damage or expenses of whatever nature, including litigation expenses and others arising from or related to the execution, alleged execution or non-execution of any of the services.
Suspension or Termination of the Services:
The Company has the right to, directly and without any responsibility, suspend or terminate the provision of the services in case of:
(a) The Client’s failure to fulfill any of his obligations in accordance with the present conditions, and not remedying such a failure within /5/ working days from the Client’s having notice of such a failure.
(b) Suspending payments to the Client, or taking arrangements with his Creditors, in case of his bankruptcy or insolvency, or putting him under receivership, or his cessation of work.
Governing Law, Competence and Settlement of Disputes:
Any dispute that may arise from the execution of the works and the services by the Company to the Client:
1- In case the Company’s Office or Agent has executed the works for a Client who has a registered Office in the same Country where the Company’s Office or Agent is registered, then the settlement of the disputes between the two Parties will be based on the Laws of the Country where the Offices of the two parties in dispute are registered. The competent Courts in the Country are to settle this dispute.
2- Unless specifically agreed to otherwise, all the disputes arising from or related to the contractual relations in accordance with the Conditions, will be subjected to the Syrian Basic Laws, with the exception of the Provisions related to the contradiction in the Laws, and they are to be settled in a final way in accordance with the procedures of Syrian Arbitration Law (law no 4 /2008) by one arbitrator. Arbitration is to be conducted in Syria and in Arabic language.
(a) The Client does not have the right to solicit, encourage or submit an offer to the employees of the Company for leaving their job in the Company while performing the duties entrusted to them by the Company, currently and for a period of one year thereafter.
(b) In case any one or more of the provisions or items of these Service Conditions have been found illegal or unenforceable in any aspect, they would not affect or prejudice in any way the validity, legality and enforceability of the other provisions.
(c) It is not permitted to use the trade name or the registered trademarks of the Company for advertisement purposes, without having the prior written approval from the Company.
The a/m service conditions have been drafted in Arabic language and to be translated into other language. In the event of any discrepancy, the Arabic version shall prevail.