- (a) Unless otherwise agreed in writing, all offers made or services provides by Aciter
or any of its affiliated companies or any of their agents (each a “Company”) and all resulting
contracts or other arrangements shall be governed by these general conditions of service
(hereinafter the “General Conditions”)
- (b) The Company may perform services for persons or entities (private, public or
issuing instructions (hereinafter, the “Client”)
- (c) Unless the Company receives prior written instructions to the contrary from Client, no
party is entitled to give instructions, particularly on the scope of the services or the delivery of
reports or certificates resulting there from (the “Report of Findings”). Client hereby irrevocably
authorizes the Company to deliver Reports of Findings to a third party where so instructed by Client
or, at its discretion, where it implicitly follows from circumstances, trade custom, usage or
2. Provision of Services
- (a) The Company will provide services using reasonable care and skill and in accordance with
Client’s specific instructions as confirmed by the Company or, in the absence of such instructions:
- (1) the terms of any standard order form or standard specification sheet of the
- (2) any relevant trade custom, usage or practice; and/or
- (3) such methods as the Company shall consider appropriate on technical, operational
- (b) Reports of findings issued further to the testing of samples contain the Company’s
those samples only and do not express any opinion upon the bulk from which the sample were drawn.
- (c) Should Client request that the Company witness any third party intervention, Client
the Company’s sole responsibility is to be present at the time of the third party’s intervention and
to forward the results, or confirm the occurrence, of the intervention. Client agrees that the
Company is not responsible for the condition or calibration of apparatus, instruments and measuring
devices used, the analysis methods applied, the qualifications, actions or omissions of third party
personnel or the analysis results.
If the requirements of the Client necessitate the analysis of samples by any third party laboratory
the Company will pass on the results of the analysis but without any responsibility for its
- (d) Reports of Findings issued by the Company will reflect the facts as recorded by it at the
of its intervention only and within the limits of the instructions received or, in the absence of
such instructions, within the limits of the alternative parameters applied as provided for in the
clause 2(a). The Company is under no obligation to refer to, or report upon, any facts or
circumstances which are outside the specific instructions received or alternative parameters
- (e) The company may delegate the performance of all or part of the services to an agent or
subcontractor and Client authorizes Company to disclose all information necessary for such
performance to the agent or subcontractor.
- (f) Should Company receive documents reflecting engagements contracted between Client and
parties or third party documents, such as copies of sale contracts, letter of credit, bills of
lading, etc., they are considered to be for information only, and do not extend or restrict the
scope of the services or the obligations accepted by the Company.
- (g) Client acknowledges that the Company, by providing the services, neither takes the place
Client or any third party, nor release them from any of their obligations, nor otherwise assumes,
abridges, abrogates or undertake to discharge any duty of Client to any third party or that of any
third party to Client.
- (h) All samples shall be retained for a maximum of 3 months or such other shorter time period
nature of the sample permits and then returned to Client or otherwise disposed of at the Company’s
discretion after which time Company shall cease to have any responsibility fro such samples. Storage
of samples for more than 3 months shall incur a storage charge payable by Client. Client will be
billed a handling and freight fee if samples are returned.
3. Obligations of Client
The Client will:
- (a) ensure that sufficient information, instructions and documents are given in due time
(and, in any event not later than 48 hours prior to the desired intervention) to enable the required
services to be performed;
- (b) procure all necessary access for the Company’s representatives to the premises where the
services are to be performed and take all necessary steps to eliminate or remedy any obstacles to,
or interruption in, the performance of the services;
- (c) supply, if required, any special equipment and personnel necessary for the performance of
- (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) inform the Company in advance of any known hazards or dangers, actual or potential,
associated with any order of samples or testing including, for example, presence of risk of
radiation, toxic or noxious or explosive elements or material, environmental pollution or poisons;
- (f) fully exercise all its rights and discharge all its liabilities under any relevant sales
or other contract with a third party and at law.
4. Fees and Payment
- (a) Fees not established between the Company and Client at the time the order is placed or a
contract is negotiated shall be at the Company’s standard rates (which are subject to change) and
all applicable taxes shall be payable by Client.
- (b) Unless a shorter period is established in the invoice, Client will promptly pay not later
30 days from the relevant invoice date or within such other period as may be established by the
Company in the invoice (the “Due Date”) all fees due to the Company failing which interest will
become due at a rate of 1.5% per month (or such other rate as may be established in the invoice)
from the Due Date up to and including the date payment is actually received.
- (c) Client shall not be entitled to retain or defer payment of any sums due to the Company on
account of any dispute, counter claim or set off which it may allege against the Company.
- (d) Company may elect to bring action for the collection of unpaid fees in any court having
- (e) Client shall pay all the Company’s collection cost, including attorney’s fees and related
- (f) In the event any unforeseen problems or expenses arise in the course of carrying out the
services the Company shall endeavor to inform Client and shall be entitled to charge additional fees
to cover extra time and cost necessarily incurred to complete the services.
- (g) If the Company is unable to perform all or part of the services for any cause whatsoever
the Company’s control including failure by Client to comply with any of its obligations provided for
in clause 3 above the Company shall nevertheless be entitled to payment of:
- (1) the amount of all non-refundable expenses incurred by the Company; and
- (2) a portion of the agreed fee equal to the proportion of the services actually
5. Suspension or Termination of Services
The Company shall be entitled to immediately and without liability either suspend or terminate provision
of the services in the event of:
- (a) failure by the Client to comply with any of its obligations hereunder and such failure is
not remedied within 10 days that notice of such failure has been notified to Client; or
- (b) any suspension of payment, arrangement with creditors, bankruptcy, insolvency,
receivership or cessation of business by Client.
6. Liability and Indemnification
- (a) Limitation of liability:
- (1) The Company is neither an insurer nor a guarantor and disclaims all liability in
capacity. Client seeking a guarantee against loss or damage should obtain appropriate
- (2) Reports of Findings are issued on the basis of information, documents and/or
provided by, or on behalf of, Client and solely for the benefit of Client who is responsible
for acting as it sees fit on the basis of such Report of Findings. Neither the Company nor
any of its officers, employees, agent or subcontractors shall be liable to Client nor any
third party for any actions taken or not taken on the basis of such Reports of Findings nor
for any incorrect results arising from unclear, erroneous, incomplete, misleading of false
information provided to the Company.
- (3) The Company shall not be liable for any delayed, partial or total non-performance
services arising directly or indirectly from any event outside the Company’s control
including failure by Client to comply with any of its obligations hereunder.
- (4) The liability of the Company in respect of any claim for loss, damage or expenses
nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to
10 times the amount of the fee paid in respect of the specific service which gives rise to
such claim or US$ 20,000 (or its equivalent in local currency), whichever is the lesser.
- (5) The Company shall have no liability for any indirect or consequential loss
loss of profits).
- (6) In the event of any claim, Client must give written notice to the Company within
of discovery of the facts alleged to justify such claim and in any case, the Company shall
be discharged from all liability for all claims for loss, damage or expenses unless suit is
brought within one year from:
- (i) the date of performance by the Company of the service which gives rise to
the claim; or
- (ii) the date when the service should have been completed in the event of any
- (b) Indemnification: Client shall guarantee, hold harmless and indemnify the Company and its
officers, employees, agents or subcontractors against all claims (actual or threatened) by any third
party for loss, damage or expense of whatsoever nature including all legal expenses and related
costs and howsoever arising relating to the performance, purported performance or non-performance,
of any services.
- (a) If any one or more provisions of these General Conditions are found to be illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.
- (b) During the course of providing the services and for a period of one year thereafter
Client shall not directly or indirectly entice, encourage or make any offer to Company’s employees
to leave their employment with the Company.
8. Governing Law, Jurisdiction and Dispute Resolution
All disputes arising from the provision of services hereunder shall if:
- (a) provided by the Company to a Client both having their registered offices in the same country, be governed by and construed in accordance with the laws of such country and all disputes shall be submitted to the jurisdiction of the competent courts of such country.
- (b) provided by the Company to a Client having its registered office in a country other than the Company’s country, be governed by the substantive laws of Switzerland exclusive of any rules with respect to conflicts of laws and all disputes shall be finally settled under the Rules of 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 Geneva, Switzerland in English.
These General Conditions have been drafted in English and may be translated into other languages. In the event of any discrepancy, the English version shall prevail.