1.GENERAL

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(a) Unless otherwise agreed in writing or except where they are at variance with (i) the regulations governing services performed on behalf of governments, government bodies, or any other public entity or (ii) the mandatory provisions of local law, all offers or services and all resulting contractual relationship(s) between Flowcert Quality Solutions Pvt. Ltd. (hereinafter referred to as the "Company") and the Client (the “Contractual Relationship(s)”) shall be governed solely by these General Conditions of Service (hereinafter the “General Conditions”). In the event of any conflict between the terms of these General Conditions and understandings arrived at between the Company and the Client prior to the date of this General Conditions, the terms of these General Conditions shall prevail..

 

(b) The Company may perform services for private, public, or governmental entities issuing instructions (hereinafter referred to as the “Client”).

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(c) Unless the Company receives prior written instructions to the contrary from the Client, no other party is entitled to give instructions, particularly regarding the scope of services or the delivery of reports or certificates resulting therefrom (the “Reports of Findings”). The Client hereby irrevocably authorizes the Company to deliver Reports of Findings to a third party where so instructed by the Client or, at its discretion, where it implicitly follows from circumstances, trade custom, usage, or practice.

 

2.PROVISION OF SERVICES

 

(a) The Company will provide services using reasonable care and skill and in accordance with the 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 Company; and/or

2. Any relevant trade custom, usage, or practice; and/or

3. Such methods as the Company considers appropriate on technical, operational, and/or financial grounds.

and under such circumstances, the Client shall not have the right to dispute the same.

(b) Information stated in Reports of Findings is derived from the results of inspection or testing procedures carried out in accordance with the Client’s instructions and/or our assessment of such results based on technical standards, trade custom, industry practice, or other  relevant circumstances that should, in our professional opinion, be taken into account.

 

(c)Reports of Findings issued for the testing of samples represent the Company’s opinion on those samples only and do not express any opinion on the entire lot from which the samples were taken.

 

(d) Should the Client request the Company to witness any third-party intervention, the Client agrees that 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. The Client acknowledges 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.

 

(e) Reports of Findings issued by the Company will reflect the facts recorded at the time 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 in clause 2(a). The Company is under no obligation to refer to or report upon any facts or circumstances outside the specific instructions received or alternative parameters applied.

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(f) The Company may delegate the performance of all or part of the services to an agent or subcontractor, and the Client authorizes the Company to disclose all necessary information for such performance to the agent or subcontractor.

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(g) If the Company receives documents reflecting engagements between the Client and third parties or third-party documents (such as copies of sales contracts, letters of credit, bills of lading, etc.), they are considered for information purposes only and do not extend or restrict the scope of the services or the obligations accepted by the Company.

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(h)The Client acknowledges that the Company, by providing the services, does not take the place of the Client or any third party, nor does it release them from their obligations. The Company does not assume, abridge, abrogate, or undertake to discharge any duty of the Client to any third party or vice versa.

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3.OBLIGATIONS OF CLIENT

 

(a) Ensure that all sufficient information, instructions, and documents as requested by the Company are provided to the Company in a timely manner, and in any case, no later than 48 hours prior to the required intervention, to enable the proper performance of services.

 

(b) Provide full access for the Company’s representatives and any other authorized officers to the premises where the services are to be performed and take all necessary steps to eliminate or mitigate any obstacles or interruptions that may affect service execution.

 

(c) Supply any special equipment and personnel necessary for the performance of the services, if required.

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(d) Ensure that all necessary safety and security measures are in place at the worksite, including installations, during the performance of services. The Client acknowledges that the Company does not assume responsibility for site safety or security and shall not rely on the Company’s advice in this regard, whether such advice is sought or not.

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(e) Inform the Company in advance of any known or potential hazards associated with any order, samples, or testing, including but not limited to radiation exposure, toxic, noxious, or explosive materials, environmental pollution, or hazardous substances.

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(f) Full exercise all rights and fulfill all liabilities under any relevant sales or contractual obligations with third parties and in accordance with applicable laws.

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(g) The Company shall not be responsible for any loss or damage to the Client in the event of breach of its obligation under this Clause

 

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 specified in the invoice, the Customer must pay all Fees due within 30 days from the relevant invoice date or within such period as the Company specifies in the invoice (the “Due Date”), otherwise interest will accrue at the rate of 1.5% per month (or the rate set in the invoice) from the due date to the date of actual receipt of payment.

 

(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.

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(d) Company may elect to bring action for the collection of unpaid fees in any court having competent jurisdiction and the Client shall not have the right to dispute the same.

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(e) Client shall pay all of the Company’s collection costs, including attorney’s fees and related costs without any demur or protest.

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(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.

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(g) If the Company is unable to perform all or part of the services for any cause whatsoever outside 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:

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1. the amount of all non-refundable expenses incurred by the Company; and

 

    2. A proportion of the agreed fee equal to the proportion of the services carried out.

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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.

It is provided hereunder for the sake of clarity that any such termination will not relieve the Client of its obligation for payment of any Fees including any applicable delay interest thereon.

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6.LIABILITY AND INDEMNIFICATION

 

(a)Limitation of Liability:

 

1. 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.

 

    2.Reports of Findings are issued on the basis of information, documents and/or samples 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 Reports of Findings. Neither the

Company nor any of its officers, employees, agents 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 or false information provided to the Company.

 

    3. The Company shall not be liable for any delayed, partial or total non-performance of the 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 Companies in respect of any claim for loss, damage or expense of any natural mineral, howsoever arising, shall in no circumstances exceed an aggregate amount equal to the amount of fees paid in respect of the specific service giving rise to such claim.

 

    5. The Company shall have no liability for any indirect or consequential loss including without limitation loss of profits, loss of business, loss of opportunity, loss of goodwill and cost of product recall. It shall further have no liability for any loss, damage or expenses arising from the claims of any third party (including, without limitation, product liability claims) that may be incurred by the Client.

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    6. In the event of any claim, Client must give written notice to the Company within 30 days 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 expense unless suit is brought within one year from:

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    7. the date of performance by the Company of the service which gives rise to the claim; or

    8. the date when the service should have been completed in the event of any alleged nonperformance.

 

(b)Indemnification:

 

Clients 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.

 

7.MISCELLANEOUS

 

(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.

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(b) During the course of providing the services and for a period of one year thereafter the Client shall not directly or indirectly entice, encourage or make any offer to Company’s employees to leave their employment with the Company.

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(c) Use of the Company’s corporate name or registered marks for advertising purposes is not permitted without the Company’s prior written authorization.

 

8.GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

 

Unless otherwise agreed, all disputes arising from Contractual Relationships shall be governed by and interpreted under the laws of India. Any dispute shall be resolved through arbitration in accordance with the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed mutually by both parties. The arbitration shall take place in Faridabad, Haryana, India, and shall be conducted in English. Courts in Faridabad, Haryana, shall have exclusive jurisdiction over any matters requiring judicial   intervention.

 

9.CONFIDENTIALITY

 

As used hereinafter, “Confidential Information” shall include the Client Information and any information oral or written that a party may acquire from the other party pursuant to the Contract provided, however, that Confidential Information shall not include any information which

 

1. is or hereafter becomes generally known to the public.

2. was available to the receiving party on a non-confidential basis prior to the time of its disclosure by the disclosing party.

3. is disclosed by an independent third party with a right to make such disclosure. Unless required by law, neither party shall disclose the other’s Confidential Information to any person or entity except as expressly provided for herein