The following Terms & Conditions, along with any estimate, fee quote, proposal or scope of work provided to the Client, form the Agreement between the Client and Saron Marine PC located in Kifissias Avenue 196, 14562 Kifissia, Greece, (hereinafter called “Saron Marine”) and any subsidiary/subcontractor of Saron Marine, providing the Services contemplated therein.
1 General & Definitions
1.1 In these terms and conditions: “Reports” means any memoranda, analytical data, calculations, analytical measurements, analytical estimates, notes, certificates and other material prepared by Saron Marine in the course of providing the Services to the Client, together with status summaries or any other communication in any form describing the results of any work or Services performed. “Proposal” means the offer, proposal, estimate or fee quote, if applicable, provided to the Client by Saron Marine relating to the Services. “Services” means any and all services, including but not limited to sampling and analytical testing, trouble shooting, investigative analysis, witnessing, data analytics and may comprise or include the provision by Saron Marine of a Report.
1.2 Unless otherwise agreed in writing or except where they are at variance with (a) the regulations governing services performed on behalf of governments, government bodies or any other public entity or (b) the mandatory provisions of local law, all offers or services and all resulting contractual relationship(s) between Saron Marine PC and the Clients shall be governed by these general conditions of service.
1.3 Unless Saron Marine PC receives prior written instructions to the contrary from Client, 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 Client hereby irrevocably authorizes Saron Marine to deliver Reports to a third party where so instructed by Client or, at its discretion, where it implicitly follows from circumstances, trade custom, usage, or practice.
2 Provision of Services
2.1 Saron Marine will provide services using reasonable care and skill and in accordance with Client’s specific instructions as confirmed by Saron Marine or, in the absence of such instructions:
• the terms of any standard order form or standard specification sheet of Saron Marine; and/or
• any relevant trade custom, usage, or practice; and/or
• such methods as Saron Marine shall consider appropriate on technical, operational and/or financial grounds
2.2 Information stated in Reports are derived from the results of inspection or testing procedures carried out in accordance with the instructions of Client, 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.
2.3 Reports issued further to the analysis of samples contain Saron Marine’s opinion on those samples only and do not express any opinion upon the lot from which the samples were drawn. Saron Marine 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 2.1. Saron Marine 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.
2.4 If the Clients requests that Saron Marine witness any third-party intervention, Client agrees that Saron Marine’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. Client agrees that Saron Marine 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
2.5 Saron Marine may delegate the performance of all or part of the services to an agent or subcontractor and Client authorizes Saron Marine to disclose all information necessary for such performance to the agent or subcontractor.
2.6 Should Saron Marine receive documents reflecting engagements contracted between Client 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 Saron Marine.
2.7 Client acknowledges that Saron Marine, by providing the services, neither takes the place of Client or any third party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogates, or undertakes to discharge any duty of Client to any third party or that of any third party to Client.
2.8 All samples shall be retained for a maximum of 3 months or up to the regulatory holding time as the nature of the sample permits and will be disposed of at Saron Marine’s discretion after which time Saron Marine 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 a handling and freight fee if samples are returned. Special disposal charges will be billed to Client if incurred.
3 Client Warranties & Obligations
3.1 The Client shall 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.
3.2 The Client shall provide all necessary access for Saron Marine’s representatives to the place 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
3.3 The Client shall 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 Saron Marine’s advice whether required or not.
3.4 The Client shall inform Saron Marine 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.
3.5 The Client shall fully exercise all its rights and discharge all its liabilities under any relevant sales or other contract with a third party and at law.
4 Fees & Payments
4.1 Fees not established between Saron Marine and Client at the time the order is placed or a contract is negotiated shall be at Saron Marine’s standard rates (which are subject to change) and all applicable taxes shall be payable by Client.
4.2 Unless a shorter period is established in the invoice, Client will promptly pay not later than 60 days from the relevant invoice date or within such other period as may be established by Saron Marine in the invoice and all fees due to Saron Marine failing which interest will become due at a rate of 2.5 % 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. Saron Marine may elect to bring action for the collection of unpaid fees in any court having competent jurisdiction and Client shall pay all of Saron Marine’s collection costs, including attorney’s fees and related costs.
4.3 Client shall not be entitled to retain or defer payment of any sums due to Saron Marine on account of any dispute, counter claim or set off which it may allege against Saron Marine.
4.4 In the event any unforeseen problems or expenses arise in the course of carrying out the services Saron Marine shall endeavour to inform Client and shall be entitled to charge additional fees to cover extra time and cost necessarily incurred to complete the services.
4.5 If Saron Marine is unable to perform all or part of the services for any cause whatsoever outside Saron Marine’s control including failure by Client to comply with any of its obligations provided for in clause 3 above Saron Marine shall nevertheless be entitled to payment of:
(a) the amount of all non-refundable expenses incurred by Saron Marine; and
(b) a proportion of the agreed fee equal to the proportion of the services actually carried out.
5 Suspension or Termination of Services
Saron Marine shall be entitled to immediately and without liability either suspend or terminate provision of the services in the event of:
(a) failure by the Client 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 Client; or
(b) any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by Client.
(c) Client or its agents tries to bribe or intimidate Saron Marine as represented by its officers, employees, agents or subcontractors for altering the Reports on favor to their requirements.
6 Liability
6.1 Limitation of Liability: Saron Marine is neither an insurer nor a guarantor and disclaims all liability in such capacity. Clients seeking a guarantee against loss or damage should obtain appropriate insurance.
6.2 Reports 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 Saron Marine 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 nor for any incorrect results arising from unclear, erroneous, incomplete, misleading or false information provided to Saron Marine.
6.3 Saron Marine shall not be liable for any delayed, partial or total non-performance of the services arising directly or indirectly from any event outside Saron Marine’s control including failure by Client to comply with any of its obligations hereunder.
6.4 The liability of Saron Marine 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 EUR 10,000 (or its equivalent in local currency), whichever is the lesser.
6.5 Saron Marine 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 Client.
6.6 In the event of any claim, Client must give written notice to Saron Marine within 30 days of discovery of the facts alleged to justify such claim and, in any case, Saron Marine shall be discharged from all liability for all claims for loss, damage or expense unless suit is brought within one year from:
(a) the date of performance by Saron Marine of the service which gives rise to the claim; or
(b) the date when the service should have been completed in the event of any alleged nonperformance.
7 Indemnification
Client shall guarantee, hold harmless and indemnify Saron Marine 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.
8 Confidentiality
As used hereinafter, “Confidential Information” shall include the Client Information and any information oral or written that a party may acquire from the other party pursuant to the Contract provided, however, that Confidential Information shall not include any information which (1) is or hereafter becomes generally known to the public; (2) was available to the receiving party on a non-confidential basis prior to the time of its disclosure by the disclosing party; (3) is disclosed by an independent third party with a right to make such disclosure. Unless required by law, neither party shall disclose the other’s Confidential Information to any person or entity except as expressly provided for herein.
9 Miscellaneous
9.1 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.
9.2 During the course of providing the services and for a period of one year thereafter Client shall not directly or indirectly entice, encourage or make any offer to Saron Marine’s employees to leave their employment with Saron Marine.
9.3 Use of Saron Marine’s corporate name or registered marks for advertising purposes is not permitted without Saron Marine’s prior written authorization.
10 Governing Law, Jurisdiction and Dispute Resolution
10.1 The Agreement, the Proposal and the Reports shall be governed by English law.
10.2 Any dispute arising out of or in connection with this Agreement or the Proposal shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof, save to the extent necessary to give effect to the provisions of this Article. The seat of the arbitration shall be England, even where any hearing takes place outside England. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.
10.3 Saron Marine is, however, also entitled to sue the Client at Client’s place of general jurisdiction.
Saron Marine 