Terms & Conditions
Acceptance
Unless otherwise subject to a written contract signed by and specifically designated by the parties, all orders and nominations for Services and all Services performed by REFUGE (RMISL) are subject to these Terms and Conditions (“Terms”). Any proposal by Customer for additional or different terms, and any attempt by Customer to vary any of the provisions of these Terms is hereby rejected by REFUGE (RMISL). No modification of these Terms shall be valid unless agreed in writing and signed by an authorized representative of both the Customer and REFUGE (RMISL).
Services
At Customer’s request, REFUGE (RMISL) agrees to perform, and Customer hereby agrees to accept, the inspection, testing, quantity and quality control services set forth in any order or nomination provided by Customer (“Services”). “Services,” as used in these Terms shall mean all services performed by REFUGE (RMISL) for Customer, including requests by Customer that REFUGE (RMISL) provide equipment and / or materials in the furnishing of its Services. “Services,” also as used herein, shall include information, documents, reports and certificates developed by REFUGE (RMISL) while providing the Services hereunder. Customer shall pay REFUGE (RMISL) for the cost of any equipment or materials REFUGE (RMISL) uses in the performance of the Services. REFUGE (RMISL) does not, by performing Services hereunder, assume, abridge or undertake to discharge any duty or responsibility by the Customer or any other person or entity. REFUGE (RMISL) undertakes to perform only the Services agreed to between REFUGE (RMISL) and Customer. Neither the title nor the ownership of any Services or the nature of a commodity or product implies that any procedure has been followed or analyses have been performed, other than as have been specified in the Services. REFUGE (RMISL) Services are issued solely for REFUGE (RMISL)’s Customers and may reflect only the information requested by the Customer. There may be other relevant data and information not included in the Service documents. The Services are for the sole and exclusive benefit of Customer, and not for any third party.
Customer Obligations
Customer acknowledges and agrees to provide all material information necessary in any order or nomination to enable REFUGE (RMISL) to perform the requested Services. Customer acknowledges and agrees that it shall obtain for REFUGE (RMISL) all necessary access to the premises where the Services are to be performed. Customer acknowledges and agrees that it is always responsible for the safety, security, care, custody and control of the sampling and inspection site. Customer is responsible for the condition in and around the site and for advising REFUGE (RMISL) of the same, including but not limited to, any known hazards, actual or potential, and of any information required to enable REFUGE (RMISL) to perform the Services safely and in a manner consistent with government standards and industry protocols.
Price & Payment
For the Services performed pursuant to these Terms and Conditions, Customer will pay REFUGE (RMISL) the price as agreed upon in the effective REFUGE (RMISL) Price Schedule or Price Agreement. If any additional reasonable and necessary expenses arise as a result of the performance of the Services, REFUGE (RMISL) will inform Customer of the additional expenses and Customer shall pay same to REFUGE (RMISL). The full price will be billed upon completion of the Services. Customer shall be the only party billed for the Services. Invoices will clearly specify the nature of the Services performed and the amounts due. All invoices, unless otherwise provided specifically on an invoice, are due immediately upon receipt by Customer. Customer shall pay REFUGE (RMISL) the amount shown on each invoice at the place and in the manner specified by REFUGE (RMISL) on the invoice. Payments that are not timely received are subject to late charges of 1.5% per month not the exceed 18% per year or the maximum rate allowed by law. Customer shall have no right to offset, withhold or defer the payment of any sums due and owing to REFUGE (RMISL) on account of any dispute which it may allege against REFUGE (RMISL).
Taxes
Any taxes, duties, fees, charges or assessments of any nature levied by any governmental authority in connection with these Terms or as a result of the Services performed by REFUGE (RMISL), shall be Customer’s responsibility and shall be paid directly by Customer to the applicable governmental authority. If REFUGE (RMISL) is required by law or otherwise to pay any such tax, duty, fee, charge or assessment as a result of Customer’s failure to comply with any applicable laws, the amount of any payment so made by REFUGE (RMISL) shall be added to the applicable invoice and reimbursed by Customer to REFUGE (RMISL) upon remittance of REFUGE (RMISL)’s applicable invoice.
Credit Risk
If at any time the responsibility of Customer or the credit risk of Customer shall become unsatisfactory to REFUGE (RMISL), REFUGE (RMISL) may require payment in advance of Services rendered, or security satisfactory to REFUGE (RMISL) prior to performing the Services.
Termination
Customer may terminate any order or nomination, in whole or in part, at any time upon written notice to REFUGE (RMISL). REFUGE (RMISL) may charge to Customer actual out-of-pocket costs and expenses incurred as a result of the termination, for any partial performance in accordance with REFUGE (RMISL)’s current rate agreement. Termination charges, if any, shall not exceed the price under the applicable order or nomination. Customer shall have the right to make changes, within the ability of REFUGE (RMISL) to perform, to an order or nomination, upon providing written notice of the same to REFUGE (RMISL). If any such changes cause an increase or decrease in the price, a mutually agreeable adjustment shall be made, and the order or nomination shall be modified in writing accordingly. However, nothing in this Section shall affect either party’s right to cancel an order or nomination, or these Terms, due to a material breach of the other party hereunder. All the obligations, rights, indemnifications and remedies created by the provisions of these Terms shall survive the cancellation, termination or completion of any order or nomination.
Warranty
REFUGE (RMISL) warrants exclusively to Customer that the Services provided by REFUGE (RMISL) will be performed in a good and professional manner, consistent with industry standards. Upon receipt of prompt written notice from Customer of a breach of this warranty, REFUGE (RMISL) agrees to use reasonable efforts to correct or redo the Services at issue, at its sole expense. THE FOREGOING WARRANTY IN THIS SECTION IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. REFUGE (RMISL)’S WARRANTY OBLIGATIONS AND CUSTOMER’S REMEDIES THEREUNDER ARE SOLELY AND EXCLUSIVELY STATED IN THESE TERMS. ALL OTHER WARRANTIES ARE SPECIFICALLY AND COLLECTIVELY DISCLAIMED FOR ALL PURPOSES.
Remedies
REFUGE (RMISL)’s sole liability and Customer’s exclusive remedy for non-conforming Services shall be reperformance of the Services or a refund of the price paid by Customer for the non-conforming Service.
Indemnity
Customer agrees to defend, indemnify and hold harmless REFUGE (RMISL) and its respective affiliates, officers, directors, employees, members and agents, from and against all claims, losses, costs, expenses, damages, lawsuits or liabilities of any nature incurred as a result of personal injury or property damage arising out of Customer’s acts or omissions, negligence, willful misconduct or caused by Customer’s personnel, property or property under the responsibility of Customer.
Disclaimer
REFUGE (RMISL) expressly advises Customer that REFUGE (RMISL) is not an insurer or guarantor of the quantity or quality of any surveyed or inspected product or cargo and therefore, disclaims any liability therefor. In providing inspection and analytical services REFUGE (RMISL) employees exercise reasonable care and best judgment under the prevailing conditions as they are observed and understood, utilizing accepted standards and normal operating procedures. Any information or recommendation, whether express or implied by REFUGE (RMISL), is based solely upon assumptions based on factors available at a specific point in time. Accordingly, REFUGE (RMISL) does not accept any liability with respect to the use of or for any damages resulting from the use of any information, data, analytical results, apparatus and methods. Furthermore, REFUGE (RMISL) will not be liable or responsible to any third party for the Services delivered, or any omissions from the document delivered therefrom.
Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO THEORY OF LAW OR EQUITY SHALL REFUGE (RMISL) BE LIABLE TO CUSTOMER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUE, LOST PROFIT AND / OR LOST OPPORTUNITY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE TOTAL LIABILITY OF REFUGE (RMISL) FOR ANY DAMAGES OR LIABILITY ARISING UNDER OR RELATED TO THESE TERMS OR ANY SERVICE FOR ANY REASON OR BECAUSE WHATSOEVER SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO REFUGE (RMISL) PURSUANT TO THESE TERMS AND CONDITIONS.
Insurance
Customer and REFUGE (RMISL) each shall carry appropriate insurance coverages.
Witness Fees
In the event an employee of REFUGE (RMISL) is required to testify or be a witness at trial, deposition, any administrative proceeding or otherwise assist in any dispute between Customer and any third party with respect to Services provided by REFUGE (RMISL), and whether or not REFUGE (RMISL) or its employee has been subpoenaed, Customer shall pay REFUGE (RMISL) the current hourly or per diem rate, fee and any other out-of-pocket costs to provide such assistance services rendered.
NO Third-Party Beneficiary
Customer is procuring the Services of REFUGE (RMISL) solely for its own account and not for any other person or entity. There are no third-party beneficiaries to these Terms and Conditions between Customer and REFUGE (RMISL). No third party may rely upon any REFUGE (RMISL) report provided as part of the Services. Customer shall defend, indemnify and hold harmless REFUGE (RMISL) and its respective affiliates, officers, directors, employees, members and agents, from and against all claims, losses, costs, expenses, damages, suits or liabilities made by any third party in any way related to the Services.
Waiver
Failure of either party to insist upon strict performance of any provision of these Terms and Conditions by the other party shall not be deemed to be a waiver by such party of its rights or remedies, or a waiver by it of any subsequent default by the other party in the performance of or compliance with any of the terms of this Agreement.
Entire Agreement
Unless as is otherwise provided for herein, these Terms and Conditions supersede all other agreements, oral or written, made with respect to the subject hereof and the Services contemplated hereby, and contains the entire agreement of the parties.
Severability
If any provision of this Agreement is determined to be unlawful or unenforceable, such provision will be deemed to be severed from this Agreement and all other provisions shall remain in full force and effect.
Export Compliance
Customer agrees that it shall comply with all applicable export statutes, laws and regulations.
Anti-Corruption Compliance
Each Party shall ensure that its Affiliates and any Third-Party contractors shall, comply with the Trinidad & Tobago Prevention of Corruption Act Chapter 11:11 and any analogous laws or regulations existing in any other country or region in the Territory, in connection with its performance under this Agreement. Neither Party will make any payment, either directly or indirectly, of money or other assets, including but not limited to compensation derived from this Agreement, to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing, that would constitute violation of any law, rule or regulation.
Force Majeure
REFUGE (RMISL) shall be excused from any liability for non-delivery, delay in delivery or delivery of nonconforming Services arising from any events beyond its control, whether they were foreseeable by either party when accepting these Terms and Conditions. Force majeure events may include, but are not limited to, war, riot, strikes, lockouts, labor disturbances, labor shortages, terrorist acts or acts of God.
Relationship of the Parties
REFUGE (RMISL) will perform all Services as an independent contractor of Customer. Neither these Terms nor the performance of the Services hereunder shall be construed to establish a partnership or joint venture relationship
Arbitration, Jurisdiction & Venue
This Agreement shall be governed by the laws of the Republic of Trinidad and Tobago. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof shall be settled by arbitration administered by the Trinidad & Tobago Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be held in Trinidad, before a single arbitrator and judgment on the award rendered by the arbitrator shall be binding and final and entered in any court having jurisdiction thereto.