1. Definitions
Surveyor is the Survey Company trading under these conditions.
Client, firm or person, is the party 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 mail or attached purchase order 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.
Expenses 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
Expenses.
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.
2. Scope
The Surveyor shall provide its services solely in accordance with these terms and conditions.
3. Assignment
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.
5. Payment
(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 thirty 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
6.1. Client
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.
6.2. Surveyor
The Surveyor shall perform the Agreement with reasonable care and skill in accordance with sound marine surveying
practice.
6.3. Reporting
The Surveyor shall submit a preliminary short Report followed by 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.
6.4. Confidentiality
6.4.1. Client
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.
6.4.2. Surveyor
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 6.4.1. on the Client.
6.5. Property
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
Clause 7.
(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 the Surveyor
(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
for the particular survey which generated the loss claimed by the Client.
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 Belgium and are subject to the exclusive jurisdiction of the Belgian Court more explicit in Antwerp.