Terms & Conditions

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GENERAL CONDITIONS OF SERVICE

  1. General

(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 any of the affiliated companies of MARLAB LTD or any of their agents (each a “Supplier”) and the Purchaser, the “Contractual Relationship(s)” originated from every confirmed order, shall be governed by these general conditions of service (hereinafter the “General Conditions”).

(b) The Supplier may perform services for persons or entities be it private, public or governmental hereinafter, the (“Purchaser”) issuing instructions.

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

  1. Provision of Services

(a) The Supplier will provide services using reasonable care and skill and in accordance with Purchaser’s specific instructions as confirmed by the Supplier or, in the absence of such instructions:

(1) the terms of any standard order form or standard specification sheet of the Supplier; and/or

(2) any relevant trade custom, usage or practice; and/or

(3) such methods as the Supplier shall consider appropriate on technical, operational and/or financial grounds.

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

(c) Reports of Findings issued further to the testing of samples contain the Supplier’s opinion on those samples only and do not express any opinion upon the lot from which the samples were drawn.

(d) Should Purchaser request that the Supplier witness any third-party intervention, Purchaser agrees that the Supplier’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. Purchaser agrees that the Supplier 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 Supplier will reflect the facts as recorded by it 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 for in clause 2(a). The Supplier is under no obligation to refer to, or report upon, any facts or circumstances which are outside the specific instructions received or alternative parameters applied.

(f) The Supplier may delegate the performance of all or part of the services to an agent or subcontractor and Purchaser authorises Supplier to disclose all information necessary for such performance to the agent or subcontractor. Any confidential information shall be marked as such and Supplier shall inform to such agents or subcontractors the duties of confidentiality therein.

(h) Should Supplier receive documents reflecting engagements contracted between Purchaser and third-parties or third-party documents, such as copies of sale contracts, letters of credit, bills of lading, etc., they are considered to be for information only, and do not extend or restrict the scope of the services or the obligations accepted by the Supplier.

(i) Purchaser acknowledges that the Supplier, by providing the services, neither takes the place of Purchaser or any third party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogates or undertakes to discharge any duty of Purchaser to any third-party or that of any third-party to Purchaser.

(j) 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 Purchaser or otherwise disposed of at the Supplier’s discretion after which time Supplier shall cease to have any responsibility for such samples. Purchaser will be billed a handling and freight fee if samples are returned. Special disposal charges will be billed to Purchaser if incurred.

  1. Obligations of Purchaser

The Purchaser will:

(a) ensure that sufficient information, instructions and documents are given in due time (and, in any event not later than 48 hours prior to the desired intervention) to enable the required services to be performed;

(b) procure all necessary access for the Supplier’s representatives to the premises where the services are to be performed and take all necessary steps to eliminate or remedy any obstacles to, or interruptions in, the performance of the services;

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

(d) ensure that all necessary measures are taken for safety and security of working conditions, sites and installations during the performance of services and will not rely, in this respect, on the Supplier’s advice whether required or not;

(e) inform Supplier 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 poisons;

(f) Fully exercise all its rights and discharge all its liabilities under any relevant sales or other contract with a third- party and at law.

  1. Fees and Payment

(a) Fees not established between the Supplier and Purchaser at the time the order is placed, or a contract is negotiated shall be at the Supplier’s standard rates (which are subject to change) and all applicable taxes shall be payable by Purchaser.

(b) Unless a longer period is established in the invoice, Purchaser will promptly pay not later than 30 days from the relevant invoice date or within such other period as may be established by the Supplier in the invoice (the “Due Date”) all fees due to the Supplier failing which interest will become due at a rate of 1.5% per month (or such other rate as may be established in the invoice) from the Due Date up to and including the date payment is actually received.

(c) Purchaser shall not be entitled to retain or defer payment of any sums due to the Supplier on account of any dispute, counter claim or set off which it may allege against the Supplier.

(d) Supplier may elect to bring action for the collection of unpaid fees in any court having competent jurisdiction.

(e) Purchaser shall pay all of the Supplier’s collection costs, including attorney’s fees and related costs.

(f) In the event any unforeseen problems or expenses arise in the course of carrying out the services, the Supplier shall endeavour to inform Purchaser and shall be entitled to charge additional fees to cover extra time and cost necessarily incurred to complete the services.

(g) If the Supplier is unable to perform all or part of the services for any cause whatsoever outside the Supplier’s control including failure by Purchaser to comply with any of its obligations provided for in clause 3 above the Supplier shall nevertheless be entitled to payment of:

(1) the amount of all non-refundable expenses incurred by the Supplier; and

(2) a proportion of the agreed fee equal to the proportion of the services actually
carried out.

  1. Suspension or Termination of Services

The Supplier shall be entitled to immediately and without liability either suspend or terminate provision of the services in the event of:

(a) failure by the Purchaser 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 Purchaser; or

(b) any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by Purchaser.

  1. Liability and Indemnification

(a) Limitation of Liability:

(1) The Supplier is neither an insurer nor a guarantor and disclaims all liability in such capacity. Purchasers 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, Purchaser and solely for the benefit of Purchaser who is responsible for acting as it sees fit on the basis of such Reports of Findings. Neither the Supplier nor any of its officers, employees, agents or subcontractors shall be liable to Purchaser 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 Supplier.

(3) The Supplier shall not be liable for any delayed, partial or total non-performance of the services arising directly or indirectly from any event outside the Supplier’s control including failure by Purchaser to comply with any of its obligations hereunder.

(4) The liability of the Supplier in respect of any claim for loss, damage or expense of any nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to 10 times the amount of the fee paid in respect of the specific service which gives rise to such claim or US$20,000 (or its equivalent in local currency), whichever is the lesser.

(5) The Supplier 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 Purchaser.

(6) In the event of any claim, Purchaser must give written notice to the Supplier within 30 days of discovery of the facts alleged to justify such claim and, in any case, the Supplier shall be discharged from all liability for all claims for loss, damage or expense unless suit is brought within one year from:

(i) the date of performance by the Supplier of the service which gives rise to the claim; or

(ii) the date when the service should have been completed in the event of any alleged non-performance.

(b) Indemnification:

Purchaser shall guarantee, hold harmless and indemnify the Supplier 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.

  1. 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.

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

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

(d) The Parties shall follow the applicable Data Protection Legislation, Data Protection Legislation means the Regulation (EU) 2016/679 (“GDPR”) together with any other data protection laws, regulations, regulatory requirements, instruments, guidance and codes of practice applicable to the Parties’ on the performance of their obligations under this Agreement, all of which as amended or replaced from time to time; The Parties undertake herein to have in place technical and organizational measures to ensure the safety and protection of personal data to the extent required by the applicable laws and shall without delay immediately inform the other Party in case any breach or threat of breach of such data is perceived within its respective organizations.

  1. Governing Law, Jurisdiction and Dispute Resolution

Unless specifically agreed otherwise, all disputes arising out or in connection with Contractual Relationship(s) hereunder shall be governed by the substantive laws of Cyprus exclusive of any rules with respect to conflicts of laws and be finally settled under the Rules of Arbitration of the International Chamber of Commerce, rules which are hereby incorporated by reference and shall be decided by one arbitrator appointed in accordance with the said rules. The arbitration shall take place in Limassol (Cyprus) and be conducted in the English language, the Parties hereby allow and agree for the Consolidation provisions as per article 10 of the said rules, accepting a different seat if needed.

Standard Tax Clause

All Fees and Costs for Services rendered by MARLAB LTD (directly or by any MARLAB LTD affiliate or by any subcontractor) do not include taxes (including but not limited to value added taxes or their equivalent), levies, imposts, stamp duties, charges or withholding taxes and all liabilities with respect thereto of whatsoever nature or kind (collectively referred to as “Taxes”) which will be invoiced to Purchaser or Purchaser Unit in accordance with applicable local law.

Any and all payments made by Purchaser or Purchaser Unit shall be made free and clear of, and without withholding or deduction of, any Taxes, unless such withholding or deduction is required by applicable law and/or by applicable double tax treaties. Purchaser or Purchaser Unit shall promptly provide MARLAB LTD with evidence of such payment and copies of all documentation submitted with each such payment.

The Parties shall use their best endeavors to obtain a refund of the deductions or a recovery of any applicable Tax and will support each other in their obligations in this respect. Any Tax refunded will be reimbursed according to entitlement.

SPECIFICATION

2.1 Scope of Services (Lube Oil)

MARLAB LTD, (herein MARLAB), shall provide necessary qualified personnel, equipment, to conduct inspection and testing services as follows:

MARLAB undertakes to provide all the administrative, logistical and analytical services set out in and support for the range of products.

MARLAB will support consolidate, register and distribute the sample test kit from MARLAB respective countries to designated Customers’ country addresses.

MARLAB to retain samples submitted to it for analysis for a period of three (3 month) from the date of receipt at the laboratory.

Records of progress of samples to be available to Customer at all time.

Test reports to adopt the agreed format between MARLAB and Customer via Sofia@ website with trending and diagnostic information.

The prices are inclusive of outbound and inbound freight charges.

Miscellaneous

All inspection and testing activities not mentioned in the above schedule will be charged as per our standard tariff unless otherwise agreed. A copy will be provided on request.

Rates are inclusive of freight charges from Customer location to nearest MARLAB laboratory. Minimum number of samples to be delivered to respective laboratory shall be 10 samples.

On completion of the analysis the results will be emailed to you or you can obtain from MARLAB website directly or any other agent or sub-contractor appointed by MARLAB.

Invoice in USED will be sent on monthly basis to your respective address by MARLAB LTD.

MARLAB, kindly requests that the details of this proposal are held in strict confidence and not divulged to third-parties without the previous and written consent of MARLAB.

All orders are executed only in accordance with MARLAB LTD; General conditions of Business (see terms & conditions attached). In the event of conflict between the terms of this quote ”Schedule
of Fees For Analysis Services Supplied BY MARLAB”, On Behalf of Customer and the conditions, the terms of this quote shall prevail.