Petro-Marine Consult
Petro-Marine Consult
Petro-Marine Consult
Petro-Marine Consult
GENERAL TERMS AND CONDITIONS

1. NOMINATION ACCEPTANCE. PETRO-MARINE CONSULT offers and will accept orders for services only under Petro-Marine Consult’s General Terms and Conditions. Petro-Marine Consult performs its services for only one Client unless Petro-Marine Consult 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 Petro-Marine Consult 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 Petro-Marine Consult. These Terms replace and supersede any terms and conditions previously used by Petro-Marine Consult and/or Client to the extent of overlap, duplication and/or conflict there between. There may be other documents between Client and Petro-Marine Consult dealing with commercial issues such as pricing and invoicing, for example, but in the absence of such other documents, Petro-Marine Consult’s standard commercial terms are payment in full without setoff or discount within thirty (30) days of the date of Petro-Marine Consult’s invoice, with interest on any amounts due but unpaid to Petro-Marine Consult 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.

2. PROVISION OF SERVICES: Any report, certificate or statement submitted to Client other than in written form bearing the signature of the authorized representative of Petro-Marine Consult shall be deemed to have been issued at the request of and for the risk of Client, and Petro-Marine Consult 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. 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. All samples shall be retained for a maximum of 3 months or such other shorter time period as the 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 for such samples. Storage of samples for more than 3 months shall incur a storage charge payable by Client. Client will be billed to Client if incurred.

3. 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 Petro-Marine Consult’s employees and representatives to perform Petro-Marine Consult services.

4. NO GUARANTEES. Petro-Marine Consult 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.

5. HOLD HARMLESS. Client releases and shall save, indemnify, defend and hold Petro-Marine Consult, its employees, officers, directors, agents affiliates, subsidiaries franchisees, intermediaries, and each parent of Petro-Marine Consult (Petro-Marine Consult and each of said employees, officers, directors, agents, affiliates, subsidiaries, and each parent of Petro-Marine Consult 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 Petro-Marine Consult 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 Petro-Marine Consult’s control.

6. 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 Petro-Marine Consult 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 Petro-Marine Consult 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.

7. NO CONSEQUENTIAL DAMAGES. In no event shall Petro-Marine Consult 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 Client or any other party in any litigation against or involving Petro-Marine Consult or any Indemnified Person in connection with this Agreement or any service provided under this Agreement even if Client is the prevailing party.

8. LIMITATION OF LIABILITY. All claims must be made in writing within 45 days after delivery of the Petro-Marine Consult report regarding the work/services or such claim shall be deemed as irrevocably waived. Petro-Marine Consult’s 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 USD 25,000, whichever is less. This remedy shall be the sole and exclusive remedy against Petro-Marine Consult arising out of its work. Client acknowledges that from time to time circumstances may arise under which Petro-Marine Consult may need to engage the services of third parties or purchase goods made by third parties in connection with Petro-Marine Consult’s services; under no circumstances shall Petro-Marine Consult 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 Petro-Marine Consult witnessed such analysis. 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.

9. NO THIRD-PARTY BENEFICIARIES: NO RIGHT OF RELIANCE. Petro-Marine Consult 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 Petro-Marine Consult. Client 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 Petro-Marine Consult. 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 Petro-Marine Consult serves as the only and exclusive proof of the content of any information provided by Petro-Marine Consult to Client, regardless of whether such information is also supplied by other means (such as electronically).

10. LEGAL CONSTRUCTION, INTERPRETATION AND VENUE. This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Ghana

11. AMENDMENT. No amendment of or deviation from, and no waiver of, the terms set forth herein shall bind Petro-Marine Consult unless in writing and signed by a duly authorized officer or managing director of Petro-Marine Consult.

12. LANGUAGE. These conditions are originally drawn up in the English language and the ruling language is English.

13. REGISTRATION. Above Terms and conditions were modified in Accra, Ghana, on June 2012

 

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