Unless otherwise specifically agreed to in writing, Vietlink Global (hereinafter called "the Company"), undertakes services in accordance with these general terms, conditions and provisions (hereinafter called "General Conditions") and accordingly all offers or tenders of service are made subject to these General Conditions. All resulting contracts, agreements or other arrangements will, in all respects, be governed by these General 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 Conditions and in such case such local law shall prevail wherever, but only to the extent that, it is at variance with these General Conditions.
Inspection is the process whereby the Company, using its knowledge and expertise, examines or observes commodities, products, services, procedures, or operations for the purpose of providing information to the Principal and/or the Principal's designees.
enquiries and orders for the supply of services must be accompanied by
sufficient information, product specifications and instructions to enable the
Company to evaluate and/or perform the services required. The Company will
provide services in accordance with such methods as the Company shall consider
appropriate on technical, operational and / or financial grounds.
Services provided by the Company for its clients, including the reports issued, used and/or relied upon by these clients shall be subject to the following terms and conditions:
1. SERVICES. Vietlink Global warrants that its services shall be performed in a workmanlike manner consistent with that level of care and skill ordinarily exercised by other companies providing like services under similar circumstances. The Principal to ensure that instructions to the Company and sufficient information are given in due time to enable the required services to be performed effectively. Special services that exceed the scope of standard services as referred to in General Conditions will only be undertaken by the Company by particular arrangement.
2. CONTRACTOR. Vietlink Global acts solely as an Independent Contractor in performing services. The Company shall be entitled, at its discretion, to delegate the performance of the whole or any part of the services contracted for the Principal to any agent or subcontractor.
3. CLIENT RESPONSIBILITY. Client is responsible for conditions in and about the site and for advising Vietlink Global of the same and of all information required to enable Vietlink Global to perform its services safely and efficiently.
4. NO GUARANTEES. Vietlink Global expressly advises that it is neither an insurer nor guarantor of the quality or quantity of any inspected or analyzed product and disclaims any liability in such capacity. Principals seeking a guarantee against loss or damage should obtain appropriate insurance. The total liability of Vietlink Global, its officers, employees, agents or sub-contractors for any loss or damage arising from performance or non-performance of work, whether by breach of contract, negligence or otherwise shall be limited to the total amount paid or payable by the client for such work. To the maximum extent permitted by applicable law, Vietlink Global negates and disclaims all implied warranties, whatsoever, including without limitation, all implied warranties of merchantability, condition, durability, design, capacity, operability or fitness for a particular purpose. Any of our clients seeking greater protection from loss or damage than is provided for herein should obtain appropriate coverage.
If the requirements of the Principal(s) necessitate the analysis of samples by the Principal's or by any other third party laboratory; the Company will pass on the result of the analysis, but without responsibility for its accuracy. Likewise, where the Company is only able to witness an analysis by the Principal's or by any third party's laboratory; the Company will provide confirmation that the correct sample has been analyzed, but will not otherwise be responsible for the accuracy of any analysis or results.
5. LIMITS. Vietlink Global reports are prepared for the sole use of its clients. These clients shall be considered to be only those customers being invoiced for our services. Any other party obtaining or relying on a Vietlink Global report, other than our client, does not constitute any representation of facts contained in the report by Vietlink Global.
6. HOLD HARMLESS. Client releases and shall save, indemnify, defend and hold Vietlink Global, its employees, officers, directors, agents, affiliates and subsidiaries harmless from and against any and all liabilities, losses or damages, claims, demands, causes of action, suits and associated expenses (including, but not limited to all court costs, expert witness fees, investigative expenses and attorneys' fees) and awards arising in favor of Client or any third party as a result of, and/or in any way occurring, incident to, arising out of, or in connection with the performance of services by Vietlink Global pursuant to this Agreement and/or the transportation, handling, or disposal of Customer's Hazardous Materials: (i) injury, disease, or death to persons, (ii) damage to, loss of, or loss of use of property, and/or (iii) financial loss of every kind or character. Further, this indemnity shall specifically apply to losses, claims, damages, liabilities, awards, demands, litigation expenses, suits or causes of action of every kind and character arising out of or in connection with the negligence or breach of contract by any indemnified Person, whether actual or alleged, in the performance of services under this Agreement. In no event shall Vietlink Global be liable to Client for indirect, punitive, special, incidental, or consequential damages (including, without limitation, loss of profit or business interruption). Litigation expenses or other fees (including without limitation, attorneys' fees, court cost, and/or pre- or post-judgment interest), or any other expenses or costs incurred by Client or any other party in any litigation against or involving Vietlink Global or any Indemnified Person in connection with this Agreement or any service provide under this Agreement even if Client is the prevailing party.
All claims against Vietlink Global must be made in writing and be within 45 days of the delivery of the report covering such work. Failure to give written notice of claim within such 45 days shall constitute a bar or irrevocable waiver of any claim, either directly or indirectly, in contract, tort or otherwise in connection with the performance of the work or services involved.
7. HAZARDOUS SUBSTANCES. In order for Vietlink Global to perform the services requested by Client, Client will provide and Vietlink Global will receive sample materials for analyses, or any other hazardous or toxic materials, wastes and substances which are defined, determined or identified as such under any federal, state or local laws, rules or regulations (whether now existing or hereafter enacted or promulgated) or any judicial or administrative interpretation of any thereof (The "Hazardous Materials"). Client understands and agrees that any Hazardous Materials received by Vietlink Global from Client or at Client's request shall remain the property of Client and that upon completion of Vietlink Global 's services, Vietlink Global will dispose all unused portions of samples as specified by Client. In the event Client does not specify its preferred method of disposal, Vietlink Global will return to Client all unused samples which contain Hazardous Materials, excluding finished gasoline and diesel samples. Vietlink Global reserves the right to charge Client for the disposal of unused samples in accordance with Vietlink Global's current sample disposal policy.
8. PRICES. Unless otherwise agreed to in writing, Customer shall pay Vietlink Global in accordance with the Company’s applicable Schedule of Rates in effect as of the date the services are rendered. The Schedule of Rates are subject to change at any time without notice. In the event that any unforeseen problems or expenditure arise in the course of carrying out any of the contracted services, the Company shall be entitled to make additional charges to cover additional time and cost necessarily incurred to complete the service.
The Principal shall not be entitled to retain or defer payment of any sums due to the Company on account of any dispute, cross claim or set off which it may allege against the Company.
9. TAXES. Any tax or levy, whether now in force or enacted or levied in the future, except a tax based on Vietlink Global 's net income, based on or measured by the charges for the services furnished hereunder shall be in addition to the charges specified in the Schedule of Rates and shall be paid by Client. All taxes, duties, or other governmental charges assessed outside the United States shall be reimbursed by Client.
10. SEVERABILITY. Should any provision of the General Conditions be held invalid, illegal or unenforceable, such action shall not affect any other provision of the General Conditions
11. FORCE MAJEURE. Vietlink Global shall not be responsible for delay or failure to perform the services pursuant to this Agreement due to causes beyond its control.
12. ENTIRE AGREEMENT. The General Conditions and any applicable Schedule of Rates represent the entire Agreement of the parties. Vietlink Global shall not be bound by any prior or contemporaneous oral or written understanding, agreement or Customer purchase orders with respect to the service to be performed pursuant to this Agreement.
13. AGREEMENT MODIFICATIONS. Changes, modifications, amendments or waivers to the General Conditions shall be effective only if in writing and executed by an officer of Vietlink Global and by the Client's authorized representative.
14. LEGAL WITNESS PROCEEDINGS. Should Vietlink Global or any of its employees be called to testify (whether at a trial, deposition, administrative proceeding, or other use), participate in discovery, or otherwise assist in any dispute between Client and any third party with respect to Vietlink Global 's work or services, and whether or not Vietlink Global or its employees shall have been subpoenaed to testify or assist, Client shall pay Vietlink Global's then current applicable rates, charges and other fees for such services.