Copyright © USP Integrated Solutions. All rights reserved.
Standard Terms And Conditions Of Business
Unless otherwise specifically agreed in writing, USP Integrated Services, (hereinafter called “USP”) undertakes services in accordance with these Standard Terms and Conditions of Business (hereinafter called “USPTC”) and accordingly all offers or tenders of service are made subject to these USPTC. All resulting contracts, agreements or other arrangements will in all respects be governed by these USPTC, except only to the extent that the law of the place where such arrangements or contracts are made or carried out shall preclude any of the USPTC and in such case such local law shall prevail wherever, but only to the extent that, it is at variance with these USPTC.
USP – The Enterprise
USP is an enterprise engaged in various marine and cargo survey, inspection and testing services includes but not limited to break bulk cargo, pre shipment, project cargo and any other related services to suite our clients request.
As such it carries out standard services which may include (one of) the following:
Cargo supervision of loading or discharging, as well as during transit
Volumetric measurement /Physical verification survey
Quantity and/or quality inspections
Survey and audits
Laboratory Testing services
USP acts for the persons or bodies from whom the instructions to act have originated (hereinafter called “the Principal”). No other party is entitled to give instructions, particularly on the scope of inspection or delivery of report of certificates, unless so authorised by the Principal and agreed by USP. USP will however be deemed irrevocably authorised to deliver at its discretion the report or the certificate to a third party if following instructions by the Principal a promise in this sense has been given to its third party or such a promise implicitly follows from circumstances, trade custom, usage or practice.
USP shall be entitled at its discretion to delegate the performance of the whole or any part of the services contracted for with the Principal to any agent or subcontractor.
Provision Of Services – Company’s Rights And Obligations
USP issues reports and certificates subject to the instructions received from its Principal.
1.Subject to the Principal’s instructions as accepted by USP, USP will issue reports, findings, observations, comments, recommendation and certificates of inspection which reflect statements of opinion made with due care within the limitation of instructions received but USP is under no obligation to refer to or report upon any acts or circumstances which are outside the specific instructions received. USP acceptance of instructions in no way indemnifies the principal for ambiguities which may materially affect the outcome of the job. The information reported solely for the perusal of its principal or their solicitors, prepared for the purpose of obtaining professional advice in proceedings, pending or anticipated and under no circumstances will the same be shared or distributed by the enterprise to any other third party.
2.The enterprise shall use reasonable care, skill and due diligence when carrying out the specific instructions received from its Principal as confirmed by the enterprise, or, in the absence of such instructions, the enterprise shall:
Conform to the terms of any standard operational procedures, order form and/or standards set by the enterprise
Once USP has issued analysis results, if any doubt arises regarding the accuracy of the results either on the part of USP or it’s Principal, USP reserves the right to re-check and amend as they see it necessary.
The enterprise shall promptly correspond to the principal and seek further instructions as/if necessary.
Follow any relevant trade customs, usage or practices as per the governing body.
Preliminary and final reports of the assignment shall be available to the principal in a prompt and timely manner or otherwise as mutually agreed between the parties.
Use the methodology as the enterprise considers fit and appropriate basis the knowledge/experience whether due to technical, operational and/or financial applicability and/or relevance.
USP will not be responsible for any reports/sample lost in transit by courier services, postal services.
Samples or portion of samples taken on behalf of the principal for analysis shall be retained for a maximum period of (3) calendar months from inspection date unless its principal instructs USP in writing to retain at longer period of time. After such period the sample would be disposed off at the enterprise discretion. Extended period of storage shall incur storage charge payable by the principal. The principal shall bear handling and freight fees if samples are returned and special disposal charges if incurred.
Special services where the same exceed the scope of standard services as referred to in USPTC will only be undertaken by USP by particular pre arrangement.
In the event that any unforeseen circumstances, problems or expenditure arise in the course of carrying out any of the contracted services USP shall be entitled to make additional charges to cover additional time and cost necessarily incurred to complete the service. However as far as practical this would be made known to the principal prior.
USP acts on behalf of the principal from whom the instructions to act have originated from. No other party is entitled to give instructions, particularly on the scope of inspection or delivery of report, unless so authorised by the principal and agreed by USP. USP will have no authorisation to produce preliminary or final reports or the certificate to a third party if following written instructions is not given by the Principal.
Any documentation received by the enterprise through the principal, either through email or hard copies for the particular scope of task shall be deemed to be confidential in nature and shall not be disclose to any other parties.
The enterprise shall not be responsible for the calibration or condition of its apparatus, instruments and measuring devices used, the analysis method applied, the qualifications, actions or omissions of third party personnel or the analysis results obtained.
USP shall be entitled at its discretion to delegate the performance of the whole or any part of the services contracted for with the Principal to any agent or subcontractor deem credible.
Enquiries & The Principal’s Rights And Obligations
All enquiries for the supply of services must be accompanied by sufficient information, specifications and instructions to enable the enterprise to evaluate and/or perform the services required. The enterprise cannot be held responsible for any ambiguity in the client’s instructions, nor for any incorrect or misleading information supplied or obtained.
Sufficient information, documents and instructions are to be provided in due time, not later than fourty-eight (48) working hours prior the designated task, to enable the desired services to be executed.
Procure all necessary access for the enterprise representatives to enable the required services to be performed effectively and efficiently;
Ensure that all necessary measures are taken for safety and security of working conditions, sites, installations, vessels and premises during the performance of services and will not rely, in this respect, on the enterprise advice whether requested or not;
In the event if any special equipment or supplies is required for the assigned task outside of the normal items required for the assigned task, the principal needs to inform the enterprise and at the same time provide the necessary if the equipment is not available with the enterprise.
Take all necessary steps to eliminate or remedy any obstructions to or interruptions in the performance of the required services;
Inform the enterprise in advance of any known hazards or dangers, actual or potential, associated with any order or samples or testing including, for example, presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or positions;
Fully exercise all its rights and discharge all the liabilities under the contract of sale whether or not a report or certificate has been issued by the enterprise failing which the enterprise shall be under no obligation to the Principal.
The Principal shall guarantee, hold harmless and indemnify the enterprise and its employees or subcontractors against all claims made by any third party for loss, damage, or expense of whatsoever nature and howsoever arising relating to the performance, supported performance of non-performance of any services to the extent that the aggregate of any such claims relating to any one service exceed the limit mentioned in this USPTC.
Liability, Limitation And Indemnification
USP undertakes to exercise due care and skill in the performance of its services and accepts no responsibility and liability.
The enterprise shall not be liable for any delayed, partial or total non-performance of the services arising directly or indirectly from any event outside the enterprise control including failure by Principal to comply with any of its obligations.
The liability of the enterprise in respect of any claims for loss, damage or expense of whatsoever nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to three times the amount of the fee and shall in no circumstances at any time exceed a total aggregate sum equal to US dollars three thousand only (US$1,000).
The enterprise shall be discharged from any liability to the principal for all claims for loss, damage or expense of the performance by the enterprise services which give rise to the claim or in the event of any alleged non-performance.
The enterprise shall have no liability for any indirect or consequential loss (including loss of profits).
The principal shall guarantee and indemnify the enterprise 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.
In the event the principle withdraws/cancels the appointment within 24 hours of the assignment, 50% of the indicated/quoted tariff would be billed to the principal.
Any reports, certificates or findings submitted to the Principle other than in written form bearing the signature of the authorised representative of USP shall be deemed to have been issued by the request and for the risk of the principle and therefore USP shall not be responsible and/or be liable for any deviation between information signed by USP representatives.
Payment & Fees
The Principal will punctually pay not later than 30 days after the relevant invoice date or within such other period as may have been agreed in writing by the enterprise. All charges rendered by the enterprise failing which interest at the rate of 21% per annum (or such rate as may be expressed in the invoice or debit note) from the due date up to and including the date payment is actually received of will become due from the date of invoice until payment.
The Principal shall not be entitled to retain or defer payment of any sums, due to the enterprise on account of any dispute, cross claim or set off which it may allege against the enterprise.
In the event of any suspension of payment arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by the Principal, the enterprise shall be entitled to suspend all further performances of its services forthwith and without liability.
In the event of the enterprise being prevented by reason of any cause whatsoever outside the enterprise control from performing or completing any service for which an order has been given or an agreement made, the Principal will pay to the enterprise.
USP is neither an insurer nor a guarantor and disclaims all liability in such capacity. Principals seeking a guarantee against loss and/or damage should obtain proper insurance.
All documents, data and results contained in e-mail or fax are valid only when supported by the original document on the enterprise file.
The Agreement between the enterprise and the principal shall be governed by the laws of the Republic of India
No alteration, amendment or waiver of any of these USPTC shall have any effect or enforceable unless made in writing in an agreed signed format by all parties to the USPTC.
Subject to Indore(MP), India jurisdiction only.