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TERMS,
CONDITIONS & LIMITATIONS UMSCPL
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| (1)
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ACCEPTANCE. UMSCPL, (hereinafter referred to as "Universal
Marine Surveying & Consultancy (S) Pte Ltd")
offers and will accept orders for services only under
UMSCPL General Terms, Conditions and Limitations (the
"Terms"). UMSCPL performs its services for only
one customer unless UMSCPL is expressly notified in writing
prior to performing the services that such services are
for the benefit and account of more than one party and
each such party has received a copy of these Terms (each
such party, collectively and individually, being hereinafter
referred to as "CLIENT"), but UMSCPL may rely
completely on the instructions received from the first
nominating CLIENT without consultation with any other
CLIENT and may use its own discretion in resolving conflicts,
discrepancies and/or ambiguities in or among CLIENT communications
with UMSCPL These Terms replace and supercede any terms
and conditions previously used by UMSCPL and/or CLIENT
to the extent of overlap, duplication and/or conflict
there between. There may be other documents between CLIENT
and UMSCPL dealing with commercial issues such as pricing
and invoicing, for example, but in the absence of such
other documents, UMSCPL's standard commercial terms are
payment in full without setoff or discount within fifteen
(15) days of the date of UMSCPL invoice, with interest
on any amounts due but unpaid to UMSCPL accruing until
payment thereof at the lesser of (i) the highest lawful
rate of interest permitted by applicable law or (ii) one
percent (1%) per month. If unpaid amounts are collected
through a collection agent, legal proceedings or by an
attorney, CLIENT shall pay all related administrative
charges, costs, attorneys' fees, and agents' fees associated
with such collection procedures or efforts. |
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| (2) |
CLIENT RESPONSIBILITY. CLIENT shall at all times be responsible
for the complete care, custody, and control of its premises
where the services are or will be performed (the "Site")
and shall provide a safe environment for UMSCPL employees
and representatives to perform UMSCPL services. |
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| (3) |
NO
GUARANTEES. UMSCPL expressly advises that it is neither
an insurer nor guarantor of the quality or quantity of
any inspected or analyzed product and disclaims any liability
in such capacity. . |
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(4)
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HOLD
HARMLESS. CLIENT releases and shall save, indemnify, defend
and hold UMSCPL, its employees, officers, directors, agents
affiliates, subsidiaries franchisees, intermediaries,
and each associate of UMSCPL (UMSCPL and each of said
employees, officers, directors, agents, affiliates, subsidiaries,
and of UMSCPL being herein called an "Indemnified
Person") harmless from and against any and all liabilities,
losses or damages, claims, demands, causes of action,
suits and associated expenses (including, but not limited
to all court costs, expert witness fees, investigative
expenses and attorneys' fees (the "Litigation Expenses"),
and awards arising in favor of CLIENT or any third party
as a result of, and/or in any way occurring, incident
to, arising out of, or in connection with the performance
of services by UMSCPL pursuant to this Agreement and/or
the transportation, handling, or disposal of CLIENT's
property (including samples): (i) injury, disease, or
death to persons, (ii) damage to, loss of, or loss of
use of property (including pollution damage to any surface
or water, or damage to any storage tank, vessel or other
Site), and/or (iii) financial loss of every kind or character,
and (iv) delay or failure to perform the services due
to causes beyond UMSCPL control. |
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| (5) |
EXTENT OF INDEMNITY. The indemnities in these Terms shall
not apply to any of the foregoing losses, costs, damages,
or injuries caused solely by the gross negligence or willful
misconduct of UMSCPL or its employees. Further, this indemnity
shall specifically apply to losses, claims, damages, liabilities,
awards, demands, Litigation Expenses, suits or causes
of action of every kind and character arising out of or
in connection with the negligence of or breach of contract
by any Indemnified Person, whether actual or alleged,
in the performance of services under this Agreement. The
foregoing indemnities will be in addition to any liability
that the CLIENT might otherwise have in UMSCPL and the
other Indemnified Persons. To the extent necessary under
applicable law, CLIENT agrees that its indemnity obligation
will be sufficiently supported by available liability
insurance coverage to be furnished by CLIENT. |
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| (6) |
NO CONSEQUENTIAL DAMAGES. In no event shall UMSCPL. be
liable to CLIENT for indirect, punitive, special, incidental,
or consequential damages (including, without limitation,
loss of profit or business interruption). Litigation Expenses
or other fees (including without limitation, attorneys'
fees, court costs, and/or pre- or post-judgment interest),
or any other expenses or costs incurred by Customer or
any other party in any litigation against or involving
UMSCPL or any Indemnified Person in connection with this
Agreement or any service provided under this Agreement
even if Customer is the prevailing party. |
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| (7)
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LIMITATION
OF LIABILITY. All claims must be made in writing within
21 days after delivery of the UMSCPL report regarding
the work/services or such claim shall be deemed as irrevocably
waived. UMSCPL liability under this Agreement or in connection
with any service hereunder will not exceed the amount
equal to ten times the charges payable for the services
which are the subject matter of the alleged liability
or the amount of SGD 10,000, whichever is less. This remedy
shall be the sole and exclusive remedy against UMSCPL
arising out of its work. CLIENT acknowledges that from
time to time circumstances may arise under which UMSCPL
may need to engage the services of third parties or purchase
goods made by third parties in connection with UMSCPL's
services; under no circumstances shall UMSCPL be held
liable for any such services or goods and accepts no responsibility
for analysis result produced in laboratories operated
by third parties, regardless of whether UMSCPL witnessed
such analysis. |
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| (8) |
NO
THIRD-PARTY BENEFICIARIES: NO RIGHT OF RELIANCE. UMSCPL
shall have no responsibility or liability for CLIENT's
or any third party's use of or reliance on the data, information,
or reports furnished by UMSCPL. Customer is securing services
hereunder for his own account, and not as an agent or
broker, or in any other representative capacity, for any
other person or entity. It is agreed and acknowledged
that there are no third party beneficiaries to this Agreement,
and that no third party may rely on such data, information,
or reports, except with the express prior written consent
of UMSCPL. CLIENT represents, warrants, and agrees that
said data, information, and reports are not requested,
nor shall be used or relied upon, in connection with or
as part of, the securing, amendment, renewal, or extension
of any loan from any financial institution or other lender,
or the certification to or contracting with, directly
or indirectly, any governmental agency or department.
The original written report carrying the signature of
the authorized representative of UMSCPL serves as the
only and exclusive proof of the content of any information
provided by UMSCPL to CLIENT, regardless of whether such
information is also supplied by other means (such as electronically).
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| (9) |
REPORTING. Any report, certificate or statement submitted
to CLIENT other than in written form bearing the signature
of the authorized representative of UMSCPL shall be deemed
to have been issued at the request of and for the risk
of CLIENT, and UMSCPL shall not be responsible and/or
liable for any deviation between information in such report,
certificate or statement and the information in the original
written report signed by such representative. |
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| (10) |
LEGAL CONSTRUCTION, INTERPRETATION AND VENUE. This Agreement
shall be governed by and interpreted in accordance with
the laws of Singapore. |
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| (11)
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AMENDMENT.
No amendment of or deviation from, and no waiver of, the
terms set forth herein shall bind UMSCPL unless in writing
and signed by a duly authorized officer or managing director
of UMSCPL. |
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| (12) |
LANGUAGE.
These conditions are originally drawn up in the English
language and the ruling language is English. |
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