GEOLABS GLOBAL'S STANDARD TERMS AND CONDITIONS
GEOLABS GLOBAL (PTY) LTD
Registration number 2017/289002/07
1. The Client. Geolabs Global (Pty) Ltd may from time to time hereafter, render services at the special instance and request of persons or bodies from whom it receives instructions (herein called “the Client “).
2. Standard Terms Applicable to Services. Save where expressly agreed to the contrary in writing, Geolabs Global (Pty) Ltd shall perform the services in accordance with these Standard Terms (hereinafter called “Standard Terms”) and accordingly all offers or tenders of service are made subject to these Standard Terms. All resulting contracts, agreements or other arrangements will in all respects be governed by and subject to these Standard Terms which supersede, replace and prevail over all and any prior contracts and agreements and/or other arrangements entered into between the parties including the Client’s own general or standard terms (if any).
3. Quotations and Purchase Orders. Geolabs Global (Pty) Ltd shall render/perform services identified and defined in its quotation(s) to the Client upon receipt of a purchase order and an electronic sample list prescribing the sample matrices, possible interferences (if known), estimated concentration ranges, and if applicable and/or known, any hazards and/or dangers, including but not limited to unusually high grades/concentrations of sulphide, organic content, radioactivity, hazardous, noxious or explosive elements or materials, environmental pollution or poisons and/or toxic substances present in the samples. Quotations shall be valid and capable of acceptance for a period of 30 days from date of issue. Geolabs Global (Pty) Ltd shall not be obliged to render services until such time that it has received a written purchase order from the Client. All enquiries and purchase orders for services must be accompanied by sufficient information, specifications and instructions to enable Geolabs Global (Pty) Ltd to evaluate, quote and/or perform the services required. Save as where expressly agreed otherwise, the Client will be liable for the cost of disposal of samples considered hazardous or dangerous.
4. Instructions and Reports. Unless Geolabs Global (Pty) Ltd receives prior written instructions to the contrary from the 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 Reports”). Geolabs Global (Pty) Ltd shall deliver the Reports to the person(s) identified in the purchase order, or as otherwise expressly agreed upon written notice.
5. Services. Geolabs Global (Pty) Ltd will provide services using reasonable care and skill in accordance with the Client’s specific instructions as accepted and confirmed by Geolabs Global (Pty) Ltd so far as such testing methods as Geolabs Global (Pty) Ltd shall deem appropriate in its detection limit and confidence interval, or in the absence of such instructions, in accordance with (a) the terms of any standard order form or standard specification sheet of Geolabs Global (Pty) Ltd; and/or (b) any relevant trade custom, usage or practice; and/or (c) such methods as Geolabs Global (Pty) Ltd shall consider appropriate on technical, operational and/or financial grounds. The Client shall ensure that the employees, contractors and representatives of Geolabs Global (Pty) Ltd are afforded all necessary access to the premises, personnel, equipment and facilities of the Client in the event that the services are to be rendered at the Client’s premises.
6. Reports. Information stated in Reports shall be derived from results of inspections and testing procedures carried out in accordance with Client instructions and/or Geolabs Global (Pty) Ltd’s assessment of such results on the basis of any technical standards, trade custom or practice, or other circumstances considered in their professional opinion to be relevant. Reports issued following upon the testing of samples, will contain Geolabs Global (Pty) Ltd’s opinion on those samples only and will not extend to the lot from which such samples are drawn. Geolabs Global (Pty) Ltd shall not be obliged to report on any facts or circumstances outside of the specific instructions contained in its quotation to the Client.
7. Third Party Intervention. Where Geolabs Global (Pty) Ltd is requested to witness any third party intervention, the Client accepts that Geolabs Global (Pty) Ltd’s sole responsibility will be to be present at the time of the third party intervention and to report, or confirm the occurrence of the intervention. Geolabs Global (Pty) Ltd will not be responsible for the condition or calibration of apparatus, instruments and measuring devices used, the analysis methods applied, their qualifications, actions or omissions of the third party personnel or the analysis results. Reports will reflect the findings as determined by Geolabs Global (Pty) Ltd at the time of intervention only and in accordance with the instructions received from the Client, or failing instructions in accordance with the standard order form or standard specification sheet, and/or relevant trade custom, usage or practice, and/or is determined by Geolabs Global (Pty) Ltd to be appropriate.
8. Goods and Equipment. Whereas Geolabs Global (Pty) Ltd provides and/or sells goods or equipment (as opposed to services) to the Client (whether combined with or separately from any services), and such goods or equipment have been acquired by Geolabs Global (Pty) Ltd from a third party, Geolabs Global (Pty) Ltd gives no express or implied warranty as to the quality of such goods or equipment for their fitness for purpose. However, upon written request by the Client, Geolabs Global (Pty) Ltd will assign (as far as possible), its rights against such third party.
9. Test Samples. All risk of loss, damage or destruction attaching to the samples shall vest in the Client, Geolabs Global (Pty) Ltd will not be liable to the Client or any third party for any samples so altered, lost, damaged or destroyed during any test or analysis, or whilst such samples are under the care, custody and/or control of Geolabs Global (Pty) Ltd. Samples not collected within 90 days of date of a Report, will at the sole and absolute discretion of Geolabs Global (Pty) Ltd, be destroyed or alternatively stored, in both instances at the cost of the Client. Geolabs Global (Pty) Ltd will retain data on file for three years after date of Report, whereafter such data shall be deleted and/or destroyed, in the sole and absolute discretion of Geolabs Global (Pty) Ltd
10. Off-Site Services. The Client shall ensure that all necessary measures are taken for safety and security of working conditions, sites and installations during the performance of service The Client accepts that Geolabs Global (Pty) Ltd and its employees may exercise a “stop work authority” in any circumstances where working conditions are considered by its employee(s) (or other representative of Geolabs Global (Pty) Ltd) to be unsafe and contrary to safe working conditions. Any such “Stop Work Notice” may be issued verbally by Geolabs Global (Pty) Ltd without notice (subject to being confirmed in writing within 48 working hours). Once issued Geolabs Global (Pty) Ltd is discharged from any obligation to continue to provide its contracted services until such working conditions have been fully rectified by the Client to the satisfaction of Geolabs Global (Pty) Ltd. During the period of suspension of its services, Geolabs Global (Pty) Ltd shall be free of any liability for any additional costs or liabilities incurred or potentially incurred by the Client.
11. Delegation. Geolabs Global (Pty) Ltd may, at its sole and absolute discretion delegate the performance of the whole or any part of the services to any agent or subcontractor. Geolabs Global (Pty) Ltd will pass on the result of the analysis but without responsibility for its accuracy.
12. Personnel. All technicians and other personnel supplied by Geolabs Global (Pty) Ltd in the performance of any services shall at all times remain employees, agents or sub-contractors (as the case may be) of Geolabs Global (Pty) Ltd. As such, all such persons shall be answerable to and subject to the instructions of Geolabs Global (Pty) Ltd at all times. Unless otherwise agreed by Geolabs Global (Pty) Ltd, such persons shall not be obliged to follow any instructions of the Client.
13. Limitation of Liability. Geolabs Global (Pty) Ltd undertakes to exercise due care and skill in the performance of services. Geolabs Global (Pty) Ltd shall only be liable to the Client for willful disregard of technical standards, and procedures, trade custom or practice and/or gross negligence in its performance of the services. Where liability on the part of Geolabs Global (Pty) Ltd can be established, such liability shall be limited to the aggregate of fees actually paid by the Client to Geolabs Global (Pty) Ltd in respect of the particular contract in question in respect of which liability can be established. In no circumstances whatsoever shall Geolabs Global (Pty) Ltd be liable for any consequential or indirect losses or damages including, but without limitation, loss of profits, loss of business, loss of opportunity, loss of goodwill and/or the cost of product recall and/or for any losses sustained following upon any determination, decision or action taken by the Client or any third party consequent upon any report or preliminary report, representation statement or undertaking. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Standard Terms.
14. Indemnity. The Client indemnifies and holds harmless Geolabs Global (Pty) Ltd and its officers, employees, agents or subcontractors against all claims by any third party for loss, damage or expense of whatsoever nature and howsoever arising (including legal costs and the scale is between attorney and client) relating to the performance, purported performance or non-performance of any services rendered at the instance or at the instruction of the Client.
15. Fees. Geolabs Global (Pty) Ltd reserves the right to review, amend and/or vary any quotation in accordance with unforeseen or extraordinary costs and/or expenses, and/or in the event of an increase in the cost price of materials, consumables, labour costs and any other expense arising pursuant to the issue of any quotation. Payment of the invoice value shall be due upon presentation. Geolabs Global (Pty) Ltd shall be entitled to charge interest on any late payment at the rate of 15 (fifteen) per cent per annum from the date of invoice until full and final payment. Payment shall be made by way of electronic funds transfer into the banking account of Geolabs Global (Pty) Ltd held at First National Bank and shall be reference to the invoice number in respect of which payment is being made. The Client shall not be entitled to retain or defer payment of any amount you to Geolabs Global (Pty) Ltd on account of any dispute, counterclaim or set of which it may allege against Geolabs Global (Pty) Ltd. All prices quoted and charges due under these Standard Terms are exclusive of any value added tax, GST, duties and/or withholding taxes. In the event of Geolabs Global (Pty) Ltd being prevented by reason of any cause whatsoever outside Geolabs Global (Pty) Ltd’s control from performing or completing any service for which an order has been given or an agreement made, Geolabs Global (Pty) Ltd shall be relieved of all responsibility for completing the service but shall remain entitled to receive payment of all expenses incurred by it in rendering partial performance, and a rateable portion of the agreed fee equal to the proportion of the services actually rendered.
16. Suspension/Termination of Services Geolabs Global (Pty) Ltd shall be entitled, without prejudice to any other rights which it may have at law, immediately and without liability, to suspend and/or terminate provision of the services in the event that the Client should breach any of its obligations under and in terms of these Standard Terms, or in the event that the Client should a enter into an arrangement with its creditors, compound for its liabilities, be placed into business rescue, or be subject to an application for its liquidation, (whether provisional or final) or otherwise commit any act which if committed by a natural person would be deemed an act of insolvency.
17. Invalidity. If any one or more provisions of these Standard Terms are found to be illegal, invalid, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
18. Non-solicitation. During the course of providing the services and for a period of one year thereafter, the Client shall not directly nor indirectly entice, encourage or make any offer to Geolabs Global (Pty) Ltd’s employees to leave their employment with Geolabs Global (Pty) Ltd.
19. Governing Law and Jurisdiction. These Standard Terms shall be governed by South African law. South African courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Standard Terms or the underlying contract or arrangement save that Geolabs Global (Pty) Ltd shall have the option to pursue money claims against the Client in any jurisdiction where the Client has assets or funds or a place of business.
20. Alterations and Amendments. Geolabs Global (Pty) Ltd reserves the right to amend, vary, alter and substitute all or any of the terms contained in these Standard Terms from time to time.