Surveyor: is the Survey Company trading under these conditions.
Client: the firm, organization or person at whose request or on whose behalf the Surveyor undertakes surveying services and with whom the Agreement is made.
Agreement is the agreement between the Surveyor and the Client constituted by the order given by the client and incorporating inter alia these terms and conditions.
Report: means any report or statement supplied by the Surveyor in connection with instructions received from the Client.
Disbursements: means the cost of all reasonable photography, reproduction of drawings, diagrams, sketches and printing, duplicating and, where applicable, electronic transmission fees, and all reasonable and appropriate expenses including travel, refreshments and hotel accommodation where an overnight stay is necessary.
Fees means the fees charged by the Surveyor to the Client and including any value added tax where applicable and any Disbursements.
Delegate(s) means (i) employees and agents of the Surveyor (ii) any person to whom the performance of work or services under the Agreement is delegated or sub-contracted by the Surveyor and (iii) any such person’s employees and agents.
The Surveyor shall provide its services solely in accordance with these terms and conditions.
Neither party shall transfer or assign its rights or obligations under the Agreement without the prior written consent of the other party, provided that:
The Client may transfer any or all of its rights or obligations under the Agreement to any of its affiliate companies, in which case the Client shall procure the acceptance by the assignee of the terms, conditions, exceptions of the Agreement.
4. Delegation / Surveyor’s Right to Sub-contract
If the Surveyor considers it more efficient or convenient, the Surveyor may, subject to the Client's right to object on reasonable grounds, procure advice, assistance and sub-contract services, which it renders under the Agreement, from other persons and may in its discretion delegate performance of one or more obligations under the Agreement.
(a) If any payments to be made under the Agreement shall be subject now or in the future to taxes, levies or charges of whatever kind in the country in which the Client is incorporated and/or operating and which the Client or the Surveyor is required to pay, or which the Client is required to withhold, the Client shall pay such sums as shall yield to the Surveyor after payment or withholding of such taxes, levies or charges the full amounts payable to the Surveyor under the Agreement as if such taxes, levies or other charges were not paid or withheld.
In this Clause 5(a) the Client shall include any assignee of any of its rights hereunder.
(b) The Client shall pay the Surveyor's Fees within fifteen working days from the date of the relevant invoice, or in such other manner as may have been agreed in writing between the parties.
(c) Any payments overdue by the Client shall bear compound interest from the due date until payment at a rate of half of one percent per week.
(d) Except where there are self-evident errors in the invoice, payment shall be made by the Client notwithstanding any dispute relating to the billings. Any adjustments consequent upon settlement of such disputes shall be made within thirty days following the settlement.
(e) Where any payment becomes overdue by more than sixty days, the Surveyor shall, without prejudice to any of its or other rights, be entitled to terminate the Agreement whereupon payment will become due for the value of work done up to the date of termination.
6. Obligations and Responsibilities
The Client undertakes to ensure that full instructions are given to the Surveyor and are provided in sufficient time to enable the required services to be performed effectively and efficiently and to procure all necessary access for the Surveyor to goods, premises, vessels, installations and transport and to ensure that all appropriate safety measures are taken to provide safe and secure working conditions.
The Surveyor shall not be liable for the consequences of late, incomplete, inadequate, inaccurate or ambiguous instructions.
The Surveyor shall perform the Agreement with reasonable care and skill in accordance with sound marine surveying practice.
The Surveyor shall submit a final written Report to the Client following completion of the agreed services describing the Surveyor's findings and the condition and/or quality of the object and/or purpose of the assignment, unless otherwise expressly instructed by the Client not to do so.
The Client undertakes to keep confidential any confidential information disclosed to it by the Surveyor and not to disclose same either complete or in part to any third party (including subsidiary companies, holding companies or associate companies) without the Surveyor’s prior written approval, such undertaking to continue notwithstanding the expiry or termination of the Agreement for so long as the information in question has not:
(a) become part of the public knowledge or literature without default on the part of The Client, or
(b) been disclosed to the Client by the third party (other than one disclosing on behalf of the Surveyor) whose possession of such information is lawful and who is under no secrecy obligation with respect to the same;
or for a period of 10 years from the date the Agreement terminates, whichever is the sooner.
The Surveyor undertakes to keep confidential any confidential information disclosed to it by the Client and the Surveyor
shall be liable to the same constraints as imposed by Clause 5.4.1. on the Client.
The right of ownership in respect of all original work created by the Surveyor remains the property of the Surveyor.
6.6. Conflict of Interest / Qualification
The Surveyor shall promptly notify the Client of any matter including conflict of interest or lack of suitable qualifications and experience, which would render it undesirable for the Surveyor to continue its involvement with the appointment. The Client shall be responsible for payment of the Surveyor's fees up to the date of notification.
7. Liability and Indemnity
The Surveyor shall be under no liability whatsoever to the Client for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect and howsoever arising UNLESS same is proved to have resulted solely from the negligence, gross negligence or wilful default of the Surveyor or any Delegate.
(a) If any work or services under the Agreement are negligently performed or omitted then so far as may be reasonably practicable, the Surveyor at its own expense will cause such work and services to be correctly performed.
(b) The Client shall not sue any Delegate for any loss or damage of any nature whatsoever suffered by the Client and connected with performance of the Agreement. The Client’s sole remedy shall be against the Surveyor under this Clause7.
(c) The total liability of the Surveyor to the Client for breach of the Agreement and the total third party liability of the Surveyor and Delegates, shall not for any reason whatsoever (including negligence) in aggregate over the duration of the Agreement exceed an amount equal to three times the total fees paid and payable by the Client to theSurveyor for the particular survey which generated the loss claimed by the Client.
(d) If the Surveyor or any Delegate does incur third party liability of any nature whatsoever arising out of or connected with performance of the Agreement, then (subject to Clause 7(e) below) the Client shall indemnify the Surveyor, or such Delegate, against such third party liability and costs and expenses relating thereto, and this indemnity shall apply even if the third party claim was based on negligence. Further to the extent that the Surveyor may have indemnified any Delegate against such third party liability, costs or expenses (which the Surveyor at its sole discretion shall be entitled to do) then the Client shall thereupon be liable to indemnify the Surveyor accordingly.
(e) Where the reason for third party liability mentioned in Clause 7(d) was the negligence of the Surveyor, or of any Delegate, then the Client’s indemnity under Clause 7(d) shall apply above the limit of liability mentioned in Clause 7(c) and the Surveyor shall be liable up to such limit.
(f) In entering into the agreement contained in Clause 7, the Surveyor contracts both on its own behalf and as agent on behalf of Delegates and also as trustee for their benefit.
(g) Neither party shall be liable to the other for indirect or consequential damages resulting from or arising out of the
Agreement including, but not limited to, loss of use of property, loss of profits, loss of product or business interruption.
8. Force Majeure
Neither party to the Agreement shall be in breach of any obligation hereunder (other than the obligations of the Client to make payment of any monies due to the Surveyor insofar as performance thereof has been delayed, hindered, interfered with or prevented by any circumstances beyond its reasonable control.
9. Time Bar
Any claims against the Surveyor by the Client shall be deemed to be waived and absolutely time barred upon the expiry of one year from the submission date of the Report to the Client.
10. Applicable Law
These General Conditions are governed by the laws of Romania and are subject to the exclusive jurisdiction of the Romanian courts.
Job Description of Common Surveys is part of the present document and all the additional terms contained therein are deemed to be fully incorporated and to apply to the Standard Trading Terms and Conditions.
JOB DESCRIPTION - COMMON SURVEYS
This document defines the extent, nature and tolerances of the surveys conducted on behalf third parties.
Type of document:
Cristian Paulet / 21 June 2008
Revision 1: Ene Silviu / 26 June 2008
Revision 2: Iulian Cojocaru / 29 September 2018
Iulian Cojocaru / 1 July 2008
TYPES OF SURVEYS, DESCRIPTION & TOLERANCES
Ascertaining the number of units or packing units of a certain commodity. Liability:
- The surveyor shall not be liable for the number of pieces inside packing units (i.e. pipes or bars inside bundles, pieces in crates or cases, bags inside sling bags, etc.)
- The surveyor shall not be liable for the condition, quality or dimensions of the commodity inspected;
Cargo condition survey:
Visual inspection of a commodity that does not involve laboratory testing or ascertaining the quality of the commodity inspected.
The surveyor shall not liable for hidden vice or non compliance with the quality specification.
Ascertaining weight of cargo on board a vessel or barge be the method of reading the drafts. Tolerances:
+/- 2 TPC or +/- 1 TPI
JOB DESCRIPTION OF COMMON SURVEYS
Ascertaining the quantity of bunkers inside one tank by sounding or taking ullages. Liability:
The surveyor shall not be liable for errors caused by improper or inaccurate documentation supplied by the vessel or for deliberate actions of the crew / Ch. Engineers aiming to conceal the actual quantity of bunkers on board the vessel or for un-declared alterations made by crew to sounding pipes / gauging arrangements.
On-Hire Condition Survey:
Visual inspection of the ship and cargo spaces aiming to ascertain the condition of the vessel at the moment of entry in a Time Charter and the suitability of the cargo spaces for the intended cargo.
Visual inspection of a vessel and cargo spaces aiming to ascertain whether during a Time Charter the vessel sustain other damage then the normal wear and tear.
Summary survey conducted in ship’s hold aiming to ascertain the condition of the cargo prior to discharging, stowage, separation and securing of the cargo and weather there was any sea water ingress in ship’s holds during the sea passage.
Survey aiming to ascertain the condition of the cargo prior to loading on board the vessel.