1. General SCP Terms SCP Terms
In so far as they are not in contradiction with (i) the regulations or contractual conditions governing services rendered on behalf of or to governments, agencies or public or private entities or (ii) the imperative provisions of local law, the services provided by SCP INC. and/or its affiliated companies (hereinafter «the Company»), directly or through their agents and/or subcontractors, are subject to the present General Terms and Conditions of Business (hereinafter «General Terms and Conditions»).
2. The Company
The Company is active in the areas of testing, inspection and consultancy. As such, it provides the inspection services listed in article 5 below and issues reports and/or certificates as indicated under article 6 below.
3. The Principal
The Company acts for entities or individuals from whom it receives a mandate (hereinafter «the Principal»).
4. Execution of services
The Company undertakes to perform its services with the care required by the nature of the task.
4.1 The Company has the right, at its entire discretion, to delegate all or part of the execution of the services to any agent and/or subcontractor.
4.2 The Company provides its services in accordance with the Principal’s explicit mandate, as accepted by the Company. The Principal is expected to provide sufficient information, specifications and instructions to enable the Company to evaluate and/or carry out the services required. If the Principal communicates them to the Company, documents reflecting undertakings entered into between the Principal and third parties or third party documents such as sales contracts, letters of credit, and bills of lading are not regarded as part of the mandate, unless expressly specified otherwise.
4.3 Services provided do not encompass verification of origin nor of third party IP rights attached to the inspected goods.
The Company’s services can include any of the following:
5.1 Inspection during pre-loading and/or on arrival, including X-ray scanning services, in accordance with governmental programs imposed for imports by customs authorities;
5.2 Pre-shipment and destination inspection of goods, equipment, packing, tanks, containers, means of transport etc…;
5.3 Stock, crop and transit monitoring activity, warehouse management and services;
5.4 Verification of conformity in country of origin or destination including verification of the product’s compliance with national or international standards or with commercial contracts or documentary credits or other commercial agreements. This may involve physical inspection, collection of samples, testing and other verification methods;
5.5 Transit monitoring solutions including checking and traceability services related to the security of goods;
5.6 Design, development and implementation of customized software solutions aimed at facilitating or monitoring trade, improving flow of goods in ports and audit;
5.7 Quantitative guarantees;
5.8 Supervision of complete industrial projects including monitoring, engineering, shipping, and progress reports;
5.9 Training and consultancy
6. Reports and certificates
6.1 Subject to and within the limits of the Principal’s mandate, as accepted by the Company, the latter will issue reports and certificates which reflect the observations made.
6.2 The Company does not have the obligation to refer to, give an opinion upon, or announce facts or circumstances which go beyond the framework of the mandate received.
6.3 The scope of the certificates issued by the Company in the framework of a governmental program is limited by the conditions of the contract in force between the Company and a specific governmental agency or by the accreditation granted by the latter. Such certificates reflect pre-determined inspection criteria and cannot be considered as a guarantee of quality or quantity of the goods or fitness of the goods for any particular use.
6.4 Reports or certificates issued after tests and/or analysis of samples contain the observations of the Company limited to those samples only, but, irrespective of the wording used, do not express any opinion as to the overall quality of goods from which the samples have been taken. If an opinion on the overall quality is required, a particular agreement must be concluded in advance with the Company for the test and or analysis of the totality of the goods.
7. Obligations of the Principal
The Principal undertakes:
7.1 To provide the necessary instructions and sufficient timely information to enable the Company to deliver the services requested;
7.2 To provide the necessary access to buildings, warehouses or any other appropriate place to enable the Company to deliver the requested services in a diligent way;
7.3 To provide, on request, special equipment and assistance, in particular personnel, necessary for the execution of the requested services;
7.4 To ensure that all adequate measures will be taken for the safety of workers and representatives of the Company during the execution of the services;
7.5 To promptly take all necessary measures to ensure that no obstruction shall prevent the Company from carrying out the requested services;
7.6 To inform the Company in advance of all the known and/or suspected risks or dangers of whatever nature, present or future, linked to all orders, samples or tests requests, including the presence or risk of radiation, toxic substances, harmful or explosive materials, pollution;
7.7 To exercise all its rights fully and to fulfill all its obligations under the terms of any contract with third parties to whom the services delivered by the Company relate, whether a report or certificate has been issued by the Company or not, failing which the Company will not incur any liability towards the Principal.
8. Laboratory analyses
8.1 If the Principal requests an analysis of samples by its own laboratory or a third party laboratory, the Company will inform the Principal of the result of the analysis, but will not be responsible for the accuracy of the analysis or the results.
8.2 When the Principal asks the Company to only attest to the intervention of a third party, it acknowledges that the sole responsibility of the Company consists in being present at the time of the intervention of the third party and communicating the results of the intervention, or confirming that it took place. In such cases, the Principal acknowledges that the Company shall not be responsible for the sampling, the calibration of the test and measuring instruments and equipment used, the methods of analysis followed, the professional qualifications, the acts or omissions of the personnel of the third party, or of the results of the analysis carried out by the aforesaid third party.
9. Liability and compensation
9.1 Liability for serious or intentional misconduct is according to the relevant applicable laws.
9.2 Any lower amount specified in the contract, agreement or other convention concluded between the Company and the Principal. The Company will not incur any liability for consequential or derivative damages including loss and profits, losses of future businesses, losses of production and/or cancellation of contracts concluded by the Principal. When fees or a commission due refer to two or more services and the Principal puts forward a claim for one of such services, the fees or the commission will be due for the totality of the services rendered.
9.3 The Principal will release, guarantee and indemnify the Company and its managers, employees, agents or subcontractors against any claim raised by a third party for loss, damage or expenses of whatever nature relating to the execution of the alleged non-performance of services provided in accordance with the instructions of the Principal.
9.4 In the event that the Company is prevented for any reason whatsoever outside its control from carrying out or from bringing to a successful conclusion services for which an order was placed or an agreement concluded, the Company will be released from any liability for the partial or total non-performance of the services requested.
9.5 Moreover, the Principal will pay the Company:
(a) All the expenses actually incurred;
(b) A proportional share of the fees or commission agreed upon for the service actually rendered.
10. Price and invoicing
10.1 Payment must be made in advance before service carried out or confirmed. If a payment fails or is cancelled the audit, inspection or training will not be considered confirmed. For any remaining amount, the principal will pay at the latest within ten (10) days from the date of the invoice, or within any other time limit which may have been agreed in writing with the Company, all the fees and expenses incurred by the Company. The Principal is responsible for the payment directly to the local authorities of any tax which may be due to them in relation to the provision by the Company of its Services. The Principal shall not claim those taxes, including any possible interest and/or other penalty, back to the Company nor deduct them from the fees and expenses payable to the Company.
10.2 The Principal will not have the right to retain, defer or set-off the payment due to the Company by invoking a dispute, a counterclaim or compensation against the Company.
10.3 The Principal will also have to pay the Company all the expenses incurred in recovering arrears due to Principal’s late payment, including lawyer’s fees and other legal expenses.
10.4 If unforeseen problems arise or if the Company incurs extraordinary expenses for the execution of the services, the Company will have the right to invoice the amounts necessary to cover the time and the additional expenses of bringing the contract to a conclusion.
10.5 The Company reserves the right to suspend its services if the obligations specified in clause
10.1 are not fulfilled by the Principal and arrears accrue for a period exceeding 10 (Ten) working days.
10.1 if it considers the financial standing of the Principal materially altered.
10.6 The Company reserves the right to modify the terms of payment provided for in clause 10.1 if it considers the financial standing of the Principal materially altered.
Full refunds (minus already incurred expenses) are guaranteed providing you inform The SCP Inc., USA you wish to cancel an service at least 7 working days before the audit is due.
11.1 If The SCP Inc., USA is informed less than 48 hours before the audit is due, then there will be no refund. If The SCP Inc., USA is informed between 7 days and 48 hours before the audit is due, you are liable to 50% refund on fees paid (minus any expenses already incurred).
11.2 If you become dissatisfied with the Services because of substantial non-performance, you shall give the Company detailed written notice of such dissatisfaction.
11.3 The SCP Inc., USA shall have thirty (30) days to cure the substantial non-performance after receipt of such notice. If The SCP Inc., USA fails to cure such substantial non-performance, you may terminate this Agreement and The SCP Inc., USA will refund your total fees.
11.4 Either party may terminate this Agreement if (i) the other party breaches any material term or condition and fails to cure within thirty (30) days written notice, or (ii) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.
11.5 In the event of non-payment by the Customer, The SCP Inc., USA reserves the right to restrict access to the Services. Customer agrees that such restrictions do not modify the amounts due under their contract.
11.6 All quotations and transactions will be made in US Dollars.
12. Amendments and modifications
12.1 No modification or amendment of any of the clauses of these General Terms and Conditions will have effect unless made in writing and signed by a person duly qualified for this purpose by the Company.
12.2 If one or more provisions of these General Terms and Conditions should prove to be illegal or inapplicable for whatever reason, the validity and application of the other provisions will not in any case be affected by it.
13. Extent of the services
The Company acts neither as an insurer nor as a guarantor and declines any liability under this heading. The principal seeking to guarantee itself against losses or damage will have to obtain adequate insurance cover at its own expense
14. Applicable law, jurisdiction and settlement of disputes.
In the absence of any contrary provision to be found in the contracts, agreements or other conventions concluded between the Company and the Principal, these General Terms and Conditions are governed and construed according to Swiss law. Any disagreement may be submitted to the following jurisdiction for a final and definitive decision:
14.1 when the service is carried out in the United States of America, in accordance with the rules of commercial arbitration of the American Arbitration Association. The place of arbitration shall be Chicago; United States.
These General Terms and Conditions have been drawn up in English.