General Terms and Conditions of Business
General Terms and Conditions of Business
of OSKEFER MATERIALS ENGINEERING LLP (hereinafter referred to as “OSKEFER”)
- OSKEFER provides consultancy services (“the Services”) to its client, when OSKEFER is engaged by its client according to written agreement (“the Agreement”).
- These General Terms and Conditions of Business are applicable to the Services provided by OSKEFER.
- The client shall accept OSKEFER’s General Terms and Conditions of Business.
- These General Terms and Conditions of Business shall not be varied except in writing agreement between OSKEFER and the client.
- Duties and Responsibilities
- The scope of the Services to be performed by OSKEFER shall be defined in writing on the Agreement. Modification or extension of the scope shall be additionally agreed upon in advance and in writing.
- OSKEFER shall perform the Services in accordance to OSKEFER customary manner unless otherwise agreed in writing.
- OSKEFER shall be entitled to make use of sub-contractors in the implementation of the Services.
- The client shall supply the necessary background information and/or documents for the Services including but not limited to any external test and/or inspection and/or investigation reports, internal test and/or inspection and/or investigation reports, product specifications, catalogues and instruction manuals. If required necessary background information or documents are unable to be supplied, OSKEFER’s report may be inconclusive.
- The client warrants that all necessary background information and/or documents supplied to OSKEFER are accurate and correct in all aspects.
- OSKEFER, at its sole discretion, reserves the right not to undertake the Services and terminate the Agreement for the same in the event the client fails to comply with these General Terms and Conditions of Business set out herein.
- In the event that the Agreement is terminated, the client shall pay for all services carried out up to the date of termination.
- Unless there is a written request made for the return of the sample(s) at the time when they are delivered to OSKEFER for the Services, or the Agreement for the Services expressly provided for the return of the sample(s), or there is a written request made for the storage of the sample(s) at the time when they are delivered to OSKEFER for the Services, or the Agreement for the Services expressly provided for the storage of the sample(s); all sample(s) provided to OSKEFER for the Services will be disposed after six (6) months from the date of the final report issued to the client by OSKEFER.
- OSKEFER reserves the right to charge for storage of the sample(s), based upon the size of the sample(s) and how long it is stored. OSKEFER reserves the right to charge for all cost of the sample(s)’s return and dispose.
- The deadlines for contractual performance quoted by OSKEFER shall be binding only if this has been explicitly agreed upon in writing.
- OSKEFER shall not be liable if its contractual performance is delayed due to any cause outside its control. In such event, OSKEFER shall have the option at its sole discretion to either (a) extend the period for performance in accordance to the period of delay or (b) terminate the agreement for the Services.
- OSKEFER warrants that it will carry out its duties as instructed by the client with reasonable care and skill but all other warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
- OSKEFER shall only be liable for damages – regardless of their legal basis – if OSKEFER has caused any damage as a result of an intentional or grossly negligent act or if OSKEFER has negligently breached a substantial contractual obligation. In the event that OSKEFER is in breach of any substantial contractual obligations, OSKEFER shall only be liable for the damage related to any typically foreseeable under the particular contract at the time of entering into the contract.
- OSKEFER shall not be liable for any damages caused as a results of a negligent breach of a non-substantial contractual obligation. “Substantial contractual obligations” are those obligations that protect the client’s legal interests deemed to be substantial to the contract, which the contract, based on its content and purpose, must specifically grant to the client; further, such contractual obligations are substantial which are deemed to be prerequisites for proper performance of a contract and upon the observance of which the client has generally relied and may reply.
- OSKEFER shall not be liable for any incidental, indirect, special or consequential loss, costs, damages, charges or expenses whatsoever, including, but not limited to, loss of revenue, profits, contracts, business or anticipated savings, or loss of goodwill or reputation, loss or corruption of data or information, whether foreseeable or not and whether arising from any act or omission on the part of OSKEFER in the provision of the Services.
- OSKEFER shall not be liable to the client or be deemed to be in breach of the Agreement by reason of any delay in performing or failure to perform any of OSKEFER’s obligations under the Agreement if the delay or failure was due to any cause beyond OSKEFER’s reasonable control.
- Any person making claims under this contact shall without delay inform OSKEFER in writing about any potential damage for which OSKEFER could be liable.
- If claims for damages against OSKEFER are excluded or limited, this shall extend to any personal liability of any statutory organs, experts, miscellaneous employees, vicarious agents or any other auxiliary personnel of OSKEFER.
- OSKEFER total liability to the client under or in connection with the agreement for the Services and/or in tort (including negligence) in any event (other than death or personal injury resulting from OSKEFER’s negligence) shall not exceed the amount of fees paid by the client to OSKEFER in respect of the Services.
- Terms of Payment
- Services shall be billed in accordance with the prices of OSKEFER valid offer at the time of the Agreement.
- Reasonable advance payments will be requested. Partial invoices covering services already rendered may be issued. Partial invoice does not mean that the order has been billed completely by OSKEFER.
- For companies who are given credit terms by OSKEFER, an invoice will be issued when a job is completed and the fees shall be remitted to OSKEFER within 30 days of presentation of the invoice.
- The client agrees to indemnify and pay OSKEFER for all taxes, levies and duties including, but not limited to withholding tax which OSKEFER may be liable to pay as a result of providing the services to the client herein.
- If the client requests OSKEFER to issue its invoice to another party, the client shall remain liable for all payments of the invoice until invoice has been fully settled.
- Any objections to invoices must be made through email to OSKEFER within a 7-day preclusion period after receipt of invoice, with reasons stated.
- When a client decides to cancel the order for the Services, he may only do so by giving a notice in a formal email to OSKEFER within three working days after confirmation of the order. The client will be charged for all Services performed prior to such cancellation. If OSKEFER does not receive any written notice of such cancellation within this period, the full fee for the Services will be charged.
- Secrecy, Copyright, Data Protection
- OSKEFER shall have the right to copy and file any written documents submitted which are important for performance of the duties.
- The copyright and all other intellectual property rights of whatever nature in the reports, photographs, videos, computer programs and other material produced or commissioned by OSKEFER is and shall remain the sole and exclusive property of OSKEFER.
- All reports and information provided by OSKEFER are intended for the sole use of the client. The client must keep any reports provided by OSKEFER whole and unaltered and shall not disclose the same to a third party without OSKEFER’s prior written consent. Where a report or information provided by OSKEFER is disclosed by the client to a third party, the client shall indemnify OSKEFER for all charges arising from all subsequent work carried out by OSKEFER including attendances at Court at the request of the client or third party.
- OSKEFER, its employees, and the expert engineers called in by OSKEFER shall not, without authorization, disclose or use any confidential information belonging to the client which they become cognizant during their activities provided that this clause shall not apply to information that is already know to OSKEFER prior to such disclosure; or passes into the public domain otherwise than as a result of a breach of this confidentiality obligation on the part of OSKEFER; or was received from a third party who is not under any confidentiality obligations or who did not acquire the information in confidence; or was independently conceived or developed by OSKEFER without reference to the disclosed confidential information.
- By engaging OSKEFER for the Services, the client permits OSKEFER to use and/or process data, including personal data, for the proper performance of the Services and for other permissible purposes. OSKEFER agrees to comply with applicable personal data protection laws.
- Independent Status
OSKEFER maintains its independent status at all times. An instruction from a client does not prohibit OSKEFER from acting for other parties in subsequent investigations involving that client.
The client shall indemnify OSKEFER for all loss or damages suffered and cost and expenses incurred by OSKEFER and all claims by any third parties as a result of provision of the Services (including but not limited to the improper use of the reports, supply of inaccurate information and/or documents to OSKEFER or any claim by third party for infringement or intellectual property rights and/or for discovery of information and/or for delivery of documents or samples) unless the same is caused by the act or neglect of OSKEFER.
- Court Appearance
In the event any of the employees of OSKEFER is requested by the client or summoned by the court upon application by the client or any other parties for his attendance in court as an expert witness on the subject of Services provided, the client agrees and shall pay OSKEFER for such attendance in court based on OSKEFER’s prevailing rates for court attendance. OSKEFER may at its discretion revise its rates for court attendance from time to time.
- Governing Law
- The agreement for the Services shall be governed by and construed in accordance with the laws of Singapore.
- OSKEFER and the client agree to submit to the non-exclusive jurisdiction of the Singapore Courts.