Terms & Conditions
Unless otherwise specifically agreed in writing, Marine Inspection, LLC (hereinafter called “MIL”) undertakes services in accordance with these General Terms and Conditions of Business (hereinafter called “General Terms and Conditions”) and accordingly all offers or tenders of service are made subject to these General Terms and Conditions. All resulting contracts, agreements or other arrangements will in all respects be governed by these General Terms and Conditions, except only to the extent that the law of the place where such arrangements or contracts are made or carried out shall preclude any of the General Terms and Conditions and in such case such local law shall prevail wherever, but only to the extent that, it is at variance with these General Terms and Conditions.
A. MIL – the enterprise
MIL is an enterprise engaged in marine survey, inspection services for bulk commodities including but not limited to scrap, steel, products, industrial minerals, fertilizers, grains, oils and other bulk commodities, sampling and analysis, and any other related services.
As such it carries out standard services which may include (one of) the following:
- supervision of loading or discharging
- quantity and/or quality inspections
- weight verifications and/or certifications
- inspection of various trading-goods, packaging, vessels/barges or other means of transport
- survey and audit
- sampling and sample preparation;
- laboratory analysis or other testing;
MIL acts for the persons or bodies from whom the instructions to act have originated (hereinafter called “the Principal”). No other party is entitled to give instructions, particularly on the scope of inspection or delivery of report of certificates, unless so authorized by the Principal and agreed by MIL. MIL will however be deemed irrevocably authorized to deliver at its discretion the report or the certificate to a third party if following instructions by the Principal a promise in this sense has been given to its third party or such a promise implicitly follows from circumstances, trade custom, usage or practice.
MIL shall be entitled at its discretion to delegate the performance of the whole or any part of the services contracted for with the Principal to any agent or subcontractor.
MIL issues reports and certificates subject to the instructions received from the so called Principal.
- Subject to the Principal’s instructions as accepted by MIL, MIL will issue reports and certificates of inspection which reflect statements of opinion made with due care within the limitation of instructions received but MIL is under no obligation to refer to or report upon any acts or circumstances which are outside the specific instructions received. MIL’s acceptance of instructions in no way indemnifies the Principal for ambiguities which may materially affect the outcome of the job.
- Reports or certificates issued testing or analysis of samples contain MIL’s specific opinion on those samples only but do not express any opinion upon the bulk from which the samples were drawn. If an opinion on the bulk is requested special arrangements must be made in advance with MIL for the inspection and sampling of the bulk.
Once MIL has issued analysis results, if any doubt arises regarding the accuracy of the results either on the part of MIL or the Principal, MIL reserves the right to re-check and amend as they see it.
MIL will retain samples or portions of samples on behalf of the Principal for a period of six months from receipt of samples unless Principal instructs MIL in writing to retain for a longer period of time. If the Principal requests that reserve sample be forwarded by MIL, the costs of forwarding will be for Principal’s account. MIL will not be responsible for samples lost in transit by courier services, postal services and the like whether going to or from MIL’s offices.
MIL will provide services in accordance with:
- the Principal’s specific instructions as confirmed by MIL
- the terms of MIL’s Standard Order Form and/or Standard Specifications Sheet if used
- any relevant trade custom, usage or practice
- such methods as MIL shall consider appropriate on technical, operational and/or financial grounds
- Special services where the same exceed the scope of standard services as referred to in General Terms and Conditions will only be undertaken by MIL by particular arrangement.
- In the event that any unforeseen problems or expenditure arise in the course of carrying out any of the contracted services MIL shall be entitled to make additional charges to cover additional time and cost necessarily incurred to complete the service.
D. Inquiries and orders
- All enquiries and orders for the supply of services must be accompanied by sufficient information, specifications and instructions to enable MIL to evaluate and/or perform the services required. MIL cannot be held responsible for any ambiguity in the clients instructions, nor for any incorrect or misleading information supplied or obtained.
- Documents reflecting engagements contracted between the Principal and third parties, or third parties’ documents, such as copies of contracts of sale, letters of credit, bills of lading, etc. are (if received by MIL) considered to be for information only, without extending or restricting the mission obligations accepted by MIL.
E. The Principal
The Principal will:
- ensure that instructions and sufficient information are given to MIL in due time to enable the required services to be performed effectively;
- procure all necessary access for MIL representatives to enable the required services to be performed effectively;
- -if required- supply any special equipment and personnel necessary for the performance of the required services;
- 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 MIL’s advice whether requested or not;
- take all necessary steps to eliminate or remedy any obstructions to or interruptions in the performance of the required services;
- Inform MIL 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 positions;
- fully exercise all its rights and discharge all the liabilities under the contract of sale whether or not a report or certificate has been issued by MIL failing which MIL shall be under no obligation to the Principal.
- The Principal shall guarantee, hold harmless and indemnify MIL its officers, employees, agents or subcontractors against all claims made by any third party for loss, damage, or expense of whatsoever nature and howsoever arising relating to the performance, supported performance of non-performance of any services to the extent that the aggregate of any such claims relating to any one service exceed the limit mentioned in General Terms and Conditions F.
- MIL undertakes to exercise due care and skill in the performance of its services and accepts responsibility only in cases of proven negligence.
- The liability of MIL in respect of any claims for loss, damage or expense of whatsoever nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to ten times the amount of the fee or commission payable in respect of the specific services required under the particular contract with MIL which gives rise to such claims. Where the fee or commission payable relates to a number of services and claim arises in respect of one of those services the fee or commission shall be apportioned for the purpose of this paragraph by the reference to the estimated time involved in the performance of each service.
- The limit of liability of MIL under the General Terms and Conditions F.2 may be increased upon request received by MIL at least five working days in advance of the performance of the service to such figure as may be agreed upon payment of additional fees equal to one tenth of the increase in the limit of liability or as may be agreed upon.
- MIL shall be discharged from all liability to the Principal for all claims for loss, damage or expense unless suit is brought within one year after the date of the performance by MIL of the service which give rise to the claim or in the event of any alleged non-performance within three months of the date when such service should have been completed.
- Every officer, employee, agent or subcontractor of MIL shall have the benefit of the limitation of liability and indemnity contained in these General Terms and Conditions and so far as relates to such limitations any contract entered into by MIL is entered into not only on its own behalf but also as agent and trustee for every such person as aforesaid.
- If the requirements of the Principal necessitate the analysis of samples by the Principal’s or by any other third party’s laboratory MIL will pass on the result of the analysis but without responsibility for its accuracy. Likewise, where MIL is only able to witness an analysis by the Principal’s or by any third party’s laboratory MIL will provide confirmation that the correct sample has been analyzed but will not otherwise be responsible for the accuracy of any analysis or results.
- The Principal will punctually pay not later than 30 days after the relevant invoice date or within such other period as may have been agreed in writing by MIL all proper charges rendered by MIL failing which interest will become due at the labor rate from the date of invoice until payment.
- The Principal shall not be entitled to retain or defer payment of any sums, due to MIL on account of any dispute, cross-claim or set off which it may allege against MIL.
- In the event of any suspension of payment arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by the Principal, MIL shall be entitled to suspend all further performances of its services forthwith and without liability.
- In the event of MIL being prevented by reason of any cause whatsoever outside MIL’s control from performing or completing any service for which an order has been given or an agreement made, the Principal will pay to MIL:4.1. the amount of all abortive expenditure actually made or incurred;4.2. a proportion of the agreed fee or commission equal to the proportion (if any) of the service actually carried out; and the company shall be relieved of all responsibility whatsoever for the partial non-performance of the required service.
- MIL is neither an insurer nor a guarantor and disclaims all liability in such capacity. Principals seeking a guarantee against loss and/or damage should obtain proper insurance.
- All results and data contained in e-mail or fax are valid only when supported by the original document on MIL’s file.
- These general conditions are governed by the laws of the United States of America and are subject to the exclusive jurisdiction in U.S. courts.
- No alteration, amendment or waiver of any of these General Terms and Conditions shall have any effect unless made in writing and signed by an officer of MIL.