Sinntec Qualitymanagement GmbH



General Terms and Conditions of Services
Unless otherwise agreed in writing, all offers or services provided by Sinntec or any of its partners, affiliates or any of their agents shall be governed by these conditions and terms of service. All relationships between, Sinntec and any person, company or otherwise who request and obtain the services of Sinntec (hereinafter mentioned as "client"), either directly or indirectly from Sinntec, in the absence of a written agreement to the contrary shall be governed by the terms of this general agreement. Any person, firm or company or otherwise, who wishes to obtain the services of Sinntec, in the absence of a different written arrangement between themselves and Sinntec, shall accept these terms and conditions of service before any such service can be extended to them by Sinntec. Services Unless otherwise agreed by Sinntec in writing, no person other than the contracting party is entitled to give instructions to Sinntec regarding scope of the services, methods and procedure of services to be provided or mode of delivery of such services and/or any proceedings, Reports of findings. Sinntec will take reasonable care and skill in providing any services and will be done in accordance with the instructions of Client as confirmed by Sinntec. In the absence of such instructions, all services will be provided as per the terms of any standards and specifications of Sinntec and / or relevant trade, custom, usage or practice and/or such other methods Sinntec may consider appropriate on technical, operational and/or financial grounds. Sinntec reserves absolute discretion as the appointment of inspectors and personals for providing the services. The contracting party hereby agree that under no circumstances they shall directly contact any inspectors, technicians, advisors or consultants appointed by Sinntec for the purpose of any service provided by Sinntec or otherwise without prior written consent from Sinntec. The reports, finding or any advice given by Sinntec on the basis of an inspection or testing based on any sampling are only opinion of Sinntec and do not give any conclusive opinion about the entire lot from which the sample is taken. Further the findings, opinions or reports given on the basis of the clients instructions reflect the professional opinion of Sinntec with respect to the matter at the time of the inspection and within the limits of the instructions given by the client or, are based on any technical standards, custom, practice or otherwise which should be taken into account according to our professional opinion. In cases of Sinntec is asked to witness any test or process, it is hereby agreed that the responsibility of Sinntec will be limited to be present at the time when such test or process is conducted and to forward any results or confirm that such a test or process took place. It is also agreed that, although Sinntec may take reasonable care to check the documents pertaining to and the condition or calibration of the apparatus and instruments used, Sinntec shall not be responsible for condition or calibration of the apparatus and instruments used, the analysis methods applied, qualification, competence, action or omissions of any third party or the result of such testing, analysis or process. Sinntec may delegate, all or part of the services to any agent, subcontractor, partner or otherwise. Client agrees to disclose all information that might be necessary for the proper and impartial conduct of the service requested by the client and authorises Sinntec that such information, to the extend that's necessary may be passed on by Sinntec to its employees, Inspectors, Technicians, advisors or consultants as the case may be. It is agreed that, by the fact that Sinntec is providing the services to its client, will not release the client from any of its obligations, nor assumes, abridges, abrogates or undertake to discharge it's duties to any third party or that of any third party to the Client. Unless otherwise agreed in writing by Sinntec, all reports, opinions, advices etc will be transmitted to the client by electronic means. Original documents if any required by the client will be send by ordinary post. However if required by the client, such documents may be send by courier or speed post at their cost. Obligation of the Client To ensure that all relevant information required for the proper, impartial, and fair conduct of the service is provided to Sinntec. Ensure that Sinntec gets all necessary access to the premises where the services are to be provided or performed and to make sure that there will be no hindrance what so ever for the proper conduct of the inspection, test or other. Ensure safety and security of the personals during performance of the service and inform us in advance any hazards, dangers actual or potential associated with any working conditions samples including the chances of exposure of the personals for any explosion, radiation, poison, toxic or noxious elements or materials. Maintenance of Professional Standards and Ethics The client recognizes that Sinntec services in all cases will be rendered in accordance with prevailing professional standards and ethics of Sinntec. Services performed by Sinntec will be conducted in a manner consistent with the level of care and skill standard to the industry under similar conditions. NO OTHER WARRANTY EXPRESSED OR IMPLIED IS MADE. If a situation emerges that causes Sinntec to believe compliance with the client's wishes could result in Sinntec violating an applicable provision of its code of ethics, standards or procedures or aspect of professional standards, or ethics, laws of regulations, Sinntec may so advise the client. In such an event the client and Sinntec shall immediately enter into discussions to arrive at a mutually satisfactory solution. Failing achievement of a solution, either party may terminated the Agreement in accordance with the termination provisions stated herein. Compliance with Codes and Standards Sinntec shall exercise due and reasonable care in observing those state and local codes, standards, statutes, and regulations applicable at the time Sinntec prepared the scope of services. In the event that Sinntec becomes aware of any changes in such codes, standards, statutes, or regulations, and if Sinntec believes such changes affect Sinntec services, Sinntec may inform CLIENT of such changes and the impact abiding by them may have on services already performed or to be performed, the fees and costs involved, and scheduling. If either CLIENT or Sinntec believes a change requires renegotiations of any agreement both CLIENT and Sinntec shall bargain promptly and in good faith. If a renegotiated Agreement cannot be developed, CLIENT shall give Sinntec the right to terminate this Agreement without penalty. In any event, CLIENT shall, to the fullest extent permitted by law, waive any claim against Sinntec, and indemnify, defend, and hold Sinntec harmless from any claim or liability for injury or loss arising from Sinntec's alleged failure to abide by state or local codes, standards, statutes, or regulations that were not in effect or publicly announced at the time Sinntec otherwise would have incorporated their intent into Sinntec services. The term "any claim" used in this provision shall mean "any claim in contract, tort, or statute alleging negligence, errors, omissions, strict liability, statutory liability, breach of contract, breach of warranty, negligent misrepresentation, or other acts giving rise to liability." Alteration of Instruments of Service CLIENT agrees that designs, plans, specifications, reports, proposals, advises and similar documents prepared by Sinntec are instruments of professional service and, as such, no matter who owns or uses them, they may not under any circumstances be altered by any party except Sinntec. CLIENT warrants that Sinntec's instruments of service will be used only and exactly as submitted by Sinntec. Accordingly, CLIENT shall waive any claim against Sinntec, and shall, to the fullest extent permitted by law, indemnify, defend, and hold Sinntec harmless from any claim or liability for injury or loss arising from unauthorized alteration of Sinntec's instruments of service. CLIENT also shall compensate Sinntec for any time spent or expenses incurred by Sinntec in defence of any such claim (the term "any claim" means "any claim in contract, tort or statute alleging negligence, errors, omissions, strict liability, statuary liability, breach of contract, breach of warranty, negligent misrepresentation or other acts giving rise to liability"). In the absence of an agreement to the contrary, such compensation shall be based upon Sinntec's prevailing fee schedule Fees. The fees for services rendered by Sinntec will be governed by the individual agreement between Sinntec and its client. Since the fee for services may vary depending upon the nature and place of service rendered, it is advised that the client may obtain a proposal from Sinntec at the time of entrusting the job or requesting the service. In the absence of an agreement the general fees and or expenses or both as per the invoice shall be construed to be as the fees agreed to. Payment In the absence of any agreement to the contrary, all fees shall be paid by the client within 15 days from the date of receipt of the invoice. The mode of payment shall be through bank transfer to the account of Sinntec Qualitätsmanagement GmbH maintained by Bank Austria Creditanstalt or as notified in the invoice. In the event of delay in payment of fees or failure of payment of fees as invoiced by Sinntec, Sinntec reserve its right to charge penal interest as it deems fit in the nature and circumstances of the case or to take appropriate action to recover the same along with any cost, expenses and damages, as the case may be. Right to suspension or termination of Service In the event of the clients failure to comply to any obligations under this agreement or any other agreement between Sinntec and the client, or in the event of suspension of payment of fees and or non payment of fees on what ever ground that may be, or in the event of non disclosure of any matter which the client is obliged to disclose to Sinntec including any safety and security risk, Sinntec reserves its right to suspend or terminate its services immediately to such clients without any liability for Sinntec. Liability and indemnification and limitation of liability Application of the joint and several liability concept could result in Sinntec becoming wholly liable for damages created directly or indirectly. Client agrees that exposing Sinntec to such a liability would be unfair. Accordingly, client shall, to the fullest extent permitted by law, indemnify, defend, and hold Sinntec harmless from any claim or liability for injury or loss. Client also shall compensate Sinntec for any time spent or expenses incurred by Sinntec in defence of any such claim (the term "any claim" means "any claim in contract, tort or statute alleging negligence, errors, omissions, strict liability, statuary liability, breach of contract, breach of warranty, negligent misrepresentation or other acts giving rise to liability"). In the absence of an agreement to the contrary, such compensation shall be based upon Sinntec's prevailing fee schedule. The client agrees that Sinntec's total aggregate liability to the client and to all other parties associated with the project or its use, due to Sinntec professional negligent acts, errors omissions, or otherwise shall not exceed 5 times Sinntec's total fee claimed by Sinntec for the particular services rendered. The client also agree that it shall make no claim for professional negligence, either directly or in a third-party claim against Sinntec unless the client has first provided Sinntec with a written certification executed by an independent professional currently practicing in the same discipline as Sinntec. The certification shall: a) identify the name of the professional; b) specify each and every act or omission that the certifier contends is a violation of the standard of care identified; c) state in complete detail the basis for the certifier's opinion that each such act or omission constitutes such a violation. This certificate shall be provided to Sinntec not less than thirty (30) calendar days prior to the presentation of any claim or the institution of any arbitration or judicial proceeding. Confidentiality Subject to the Sinntec's, policy on privacy and confidentiality Sinntec agrees to keep confidential and to not disclose to any person or entity (other than Sinntec's employees and subcontractors etc who might be involved in providing the service to the client), without the prior consent of client, all data and information not previously known to and generated by Sinntec, or furnished to Sinntec and marked "Confidential" by client; provided, however, that these provisions shall not apply to data that: are in the public domain; were previously known to Sinntec; or were independently acquired by Sinntec from third-parties under no obligation to client to keep said data and information confidential. These provisions shall not apply to information in whatever form that comes into the public domain through no fault of Sinntec, nor shall they be interpreted to in any way restrict Sinntec from complying with a legally enforceable order to provide information or data. client agrees the Sinntec may use and publish client's name and a general description of Sinntec's services with respect to the project in describing Sinntec's experience and qualifications to others. Client also agrees that any patentable or copyrightable concepts developed by Sinntec in the course of Sinntec's services hereunder are the sole and exclusive property of Sinntec. Language All communications, documents, and records shall be prepared in English language. Governing Law, Jurisdiction All disputes arising out of or in connection with any contractual relationship, either on the basis of this agreement or by virtue of any service provided by Sinntec shall be construed and governed by the laws of Austria except to any part relating to conflict of laws which shall be construed as per international law. Unless other wise agreed in writing, all such disputes shall be subjected to the jurisdiction of competent courts in Austria.
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