FURNITEST General Terms and Conditions, Version 18-A, date 3rd of September, 2018
General Terms and Conditions
1. General Information
1.1. In the event that an order for any services is placed, the Client shall accept the General Terms and Conditions. The General Terms and Conditions shall be applicable to all orders, resulting contracts and other arrangements, including all offers made or services provided by the Company. They are not applicable if and as far as they are in conflict with the regulations on services performed on behalf of governments, government bodies or any other public entity, or they are in conflict with mandatory provisions of local law. The Client’s placement of orders as well as the conclusion of contracts with the Company shall be regarded as awareness and acceptance of these General Terms and Conditions.
1.2. The Company strongly recommends any Client or potential Client to read the full text of these General Terms and Conditions prior to placement of any order to or conclusion of any contract with the Company. Ancillary agreements, promises and other statements made on the part of the Company staff or the experts called upon by them shall be binding only if they are expressly confirmed by the Company in writing. This shall also apply to any modifications of this clause.
2.1 With due care and skill, the Company will provide services according to Client’s specific instructions as made available by the Client. In the absence of Client’s specific instructions, the following is deemed as instructions given to the Company:
(a) the terms of any standard specification sheet or standard order form provided by the Company; and/or
(b) any relevant usage, practice or trade custom; and/or
(c) such methods the Company considers technically, operationally and/or on financial grounds appropriate.
2.2. No other party is entitled to give any instructions particularly on the scope and type of the services or the reports delivered, or on the resulting certificates (the “Test Reports”), unless the Company receives prior written instructions to the contrary from the Client. The Client hereby irrevocably authorizes the Company to deliver Test Reports to a third party where so instructed by the Client or, at the Company’s discretion, where it implicitly follows from circumstances, trade custom, usage or practice.
2.3. The Information stated in the Test Report is derived from the results of inspection or testing procedures carried out in accordance with the instructions and/or Company’s assessment of such results on the basis of any technical standards, trade custom or practice, or other circumstances which should in Company’s professional experience be taken into account.
2.4. Test Reports issued after the testing of samples refer the Company’s opinion only on samples under testing and not to the lot from which the samples were drawn.
2.5. Client agrees that the Company will use the test methods for analysis as requested in the request form, and if none is stated in the form, the Company will choose the appropriate test methods for analysis.
2.6. If the latest standards will be applied under flexible scope of accreditation without the Accreditation body approval, the Client will be informed regarding this matter.
2.7. The Test Reports issued by the Company 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. The Company 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.
2.8. The Company agrees that, by providing the services to the Client, it neither takes the place of Client or any third party, nor otherwise assumes, abridges, abrogates or undertakes to discharge any duty of the Client to any third party or that of any third party to the Client. Also, it does not release the Client or any third party from any of their obligations.
2.9. After having completed the ordered services and reception of the payment, The Company shall send a pdf copy by email and dispatch by mail the original invoice and one original copy of Test Report/-s to the Client. In case of motivated refusal to accept results of the ordered services, both contracted parties shall receive a decision on additional arrangements and dates for corrective actions.
2.10. The Client guarantee to accept results of tests carried out by the Company on his own initiative only in case if the Company informs the Client about the tests in advance.
2.11. The Laboratory of Company shall comply with the requirements LST EN ISO /IEC 17025.
2.12. The Company takes the obligation to present to the Client accomplished Test Report/-s. Test Report for which the accredited test methods are applied is marked by sign of accreditation.
2.13. All samples given to the Company shall be retained for a maximum of 15 calendar days after Test Report is presented to the Client, if samples are not collected during this period by the Client, they will be disposed of at the Company’s discretion. After 15 calendar days the Company will not be responsible for the samples. If samples are returned to the Client, the Client is responsible for ordering the collection services and pays a handling and freight fees.
3. Client’s Obligations
The Client shall:
3.1. ensure that all required supporting documents, information and instructions as submitted are accurate, truthful and complete. This information is to be submitted in a timely not later than 2 working days from the date of which the services are requested by the Client.
3.2. inform the Company of any known hazards or dangers, actual or potential, associated with any order, samples, testing or any other service rendered by the Company well in advance.
4. Fees and Payment
4.1. All Fees not agreed on between the Company and Client at the time the order is placed or a contract is concluded shall be determined by the Company’s Fees (which are subject to change). All applicable taxes shall be paid by Client, as far as mandatory laws do not provide otherwise.
4.2. Unless a specific period is established in the invoice, the Client shall pay upon receiving the invoice, but not later than 10 calendar days from the relevant invoice date or within such other period as may be established by the Company in the invoice.
4.3. For the collection of unpaid fees, the Company may decide to bring action in any court with competent jurisdiction. The corresponding collection costs, including attorney’s fees and related costs, shall be borne by the Client, as far as the mandatory local law does not provide otherwise.
4.4. In case of any unforeseen problems or expenses arise while carrying out the services, the Company informs the Client. In such cases, the Company shall be entitled to charge additional fees to cover extra time and to invoice extra costs necessarily incurred to complete the services.
4.5. If the Company is unable to perform all or parts of the services for any cause whatsoever beyond the Company’s control, including the failure by Client to comply with any of its obligations provided for in the foregoing Clause 3, the Company shall nevertheless be entitled to payments of:
(1) the amount of all non-refundable expenses incurred by the Company; and
(2) a proportion of the agreed fee equal to the proportion of the services actually carried out.
5. Suspension or Termination of Services
In any case mentioned below, the Company shall be entitled to either suspend or terminate the provision of the services immediately and without any liability:
5.1. Failure by the Client to comply with any of its obligations under these General Terms and Conditions and such failure is not remedied within 10 days after a notice of such failure has been delivered to the Client; or
5.2. Any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by Client.
5.3. If it appears obvious during the process of executing the order, that it is inexpediently to continue the started work, the Company shall stop the work and notify the Client within 5 calendar days. After the reception of this notice within 10 calendar days, both contracted parties shall decide on whether to cancel the work and on what terms to make it, including settlement conditions for completed and not finished tasks.
5.4. In case one of the parties is not able to carry out a particular task, the party shall notify the counterpart in advance. Within 10 calendar days after the notification, both parties shall decide on terms of cancelling the services.
6.1. Limitation of Liability:
(1) Clients seeking a guarantee against loss or damage should obtain appropriate insurance. The Company is neither an insurer nor a guarantor and disclaims all liability in such capacity.
(2) Test Reports are issued on the basis of the information, documents and/or samples provided by, or on behalf of the Client and solely for the benefit of the Client who is obliged to act on the basis of such Test Reports. Neither the Company nor any of its staff, agents or subcontractors shall be liable to the Client nor to any third party for any actions taken or not taken on the basis of such Test Reports, or for any incorrect results arising from unclear, erroneous, incomplete, misleading or false information provided to the Company.
(3) For any delayed, total or partial non-performance of the services arising directly or indirectly from any event beyond the Company’s control, including failure by Client to comply with any of its obligations hereunder, the Company shall not be liable.
(4) The liability of the Company 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 5 times the amount of the fee paid in respect of the specific service which gives rise to such claim.
(5) For any indirect or consequential loss (including loss of profits), the Company shall not have any liabilities.
7. Obligation of Confidentiality, Copyright, Data Privacy Protection
7.1. Insofar as Test Reports are prepared in the course of processing the order and which are subject to the protection of copyright, then the Company shall grant the Client a simple, non-transferable right to use, insofar as this is necessary and in accordance with the contractually presupposed purpose. Other rights shall not be transferred; in particular, the customer shall not be entitled to modify and/or edit Test Reports or to make use of such outside of his business premises.
7.2. A Test Report issued in confidence to the Client and will be strictly treated as such by the Company. It may not be reproduced either in its entirety or in part and it may not be used for advertising or other unauthorized purposes without the written consent of the Company. The Client to whom the Test Report is issued may, however, show or send it to his customer, supplier or other persons directly concerned. The Company will not, without the consent of the Client, enter into any discussion or correspondence with nor disclose to any third party concerning the contents of the Test Report unless required by the relevant governmental authorities, laws or court orders.
7.3. The Company shall be at liberty to disclose the testing-related documents and/or files anytime to any third-party accreditation and/or recognition bodies for audit or other related purposes unless disagreed with by the Clients in writing at the time of them submitting the applications. No liabilities whatsoever shall attach to the Company’s act of disclosure.
Both parties agree to keep their commercial secrets confidential as well as not to distribute or copy documents of the other party without permission of the latter, except in cases stated in Clauses 7.2 and 7.3.
7.4. The Company and its staff which may be called in shall not disclose or use trade and business matters about which they have gained knowledge during the performance of their work without proper authorization.
7.5. Use of the Company’s corporate name or registered marks for advertising purposes is not permitted without the Company’s prior written authorization.
7.6. All personal data will be kept and managed by the Company as requires the Regulation (EU) 2016/679 of the European Parliament and of Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
8. Governing Law and Dispute Settlement
8.1. Unless specifically agreed otherwise, all disputes arising out or in connection with contractual relationship(s) hereunder shall be governed by the applicable laws and regulations of the Republic of Lithuania.