a) Unless otherwise specifically agreed in writing, ALFA DPIS d.o.o. (hereinafter ALFA DPIS) undertakes services in accordance with these Terms and Conditions (hereinafter called terms). Accordingly, all services provided by ALFA DPIS are made subject to these terms. All resulting contracts, agreements or other arrangements will in all respects be governed by these terms, 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 terms and in such local law shall prevail wherever, but only to the extent that, it is at variance with these terms.
b) ALFA DPIS acts for the persons or bodies from whom the instructions to act have originated (hereinafter called the Principal). No other party is entitled to give instructions, particularly on the scope of inspection or delivery of reports or certificates, unless so authorised by the Principal and agreed by ALFA DPIS. ALFA DPIS will, however, be deemed irrevocably authorised to deliver, at its discretion, the report or the certificate to a third party if following instructions by the Principal.
a) ALFA DPIS is an enterprise engaged in the trade of marine surveying, inspection, and consulting. All enquiries and orders for the supply of services must be accompanied by sufficient information, specifications, and instructions to enable ALFA DPIS to evaluate and/or perform the services required. ALFA DPIS will provide services using reasonable care and skill and in accordance with Principals’ specific instructions as confirmed by the ALFA DPIS or, in the absence of such instructions:
b) ALFA DPIS’s standard services may include all or any of the following:
c) Subject to the Principal’s instructions as accepted by ALFA DPIS, ALFA DPIS will issue reports and certificates of inspection which reflect statements of opinion made with due care within the limitations of instructions received. However, ALFA DPIS is under no obligation to refer to or report on any facts or circumstances which are outside the specific instructions received.
d) ALFA DPIS may delegate the performance of all or part of the services to an agent or subcontractor. The Principal authorises ALFA DPIS to disclose all information necessary for such performance to the agent or subcontractor.
e) Should ALFA DPIS receive documents reflecting engagements contracted between the Principal and third parties or third-party documents, such as copies of sale contracts, letters of credit, bills of lading, etc., they are considered to be for information only, and do not extend or restrict the scope of the services or the obligations accepted by ALFA DPIS.
f) If the requirements of the Principal necessitate the analysis of samples by the Principal’s or any third party’s laboratory, ALFA DPIS will pass on the result of the analysis, but without responsibility for its accuracy. Likewise, where ALFA DPIS is only able to witness an analysis by the Principal’s or by any third party’s laboratory, ALFA DPIS will provide confirmation that the correct sample has been analysed, but will not otherwise be responsible for the accuracy of any analysis or result.
a) The Principal will:
b) The Principal shall guarantee, hold harmless and indemnify ALFA DPIS and its officers, employees, agents or subcontractors against all claims made by any party for loss, damage or expense of whatsoever nature, howsoever arising relating to the performance, purported performance or non-performance of any services to the extent that the aggregate of any such claims relating to any one service exceeds the limit mentioned in paragraph c) in section Liability and Indemnification.
a) ALFA DPIS is neither an insurer nor a guarantor and disclaims all liability in such capacity. The principal seeking a guarantee against loss or damage should obtain appropriate insurance.
b) Reports of Findings are issued on the basis of information, documents and/or samples provided by, or on behalf of, the Principal and solely for the benefit of the Principal, who is responsible for acting as it sees fit on the basis of such Reports of Findings. Neither ALFA DPIS nor any of its officers, employees, agents or subcontractors shall be liable to the Principal nor any third party for any actions taken or not taken on the basis of such Reports of Findings nor for any incorrect results arising from unclear, erroneous, incomplete, misleading or false information provided to ALFA DPIS.
c) The Principal acknowledges that ALFA DPIS, by providing the services, neither takes the place of the Principal or any third party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogates or undertakes to discharge any duty of the Principal to any third party or that of any third party to the Principal.
d) ALFA DPIS undertakes to exercise due care and skill in the performance of its services and accepts responsibility only where such skill and care is not exercised and negligence is proved.
e) The liability of ALFA DPIS, in respect of any claims for loss, damage or expense of any nature whatsoever, and howsoever arising, in respect of any breach of contract and/or any failure to exercise due skill and care by ALFA DPIS shall in no circumstances exceed a total aggregate sum equal to the amount of the fee or commission payable in respect of the specific services required under the particular contract with ALFA DPIS which gives rise to such claims for indirect or consequential loss inducing loss of profit and/or loss of future business and/or loss of production and/or cancellation of contracts entered into by the Principal. Where the fee or commission payable relates to a number of services and a claim arises in respect of one of those services, the fee or commission shall be apportioned for the purposes of this paragraph by reference to the estimated time involved in the performance of each service.
f) ALFA DPIS shall be discharged from all liability to the Principal for all claims for loss, damage or expense unless suit is brought within two months after the date of performance by ALFA DPIS of the service which gives rise to the claim or in the event of any alleged non-performance within two months of the date when such service should have been completed.
g) Every officer, employee, agent or subcontractor of ALFA DPIS shall have the benefit of the limitation of compensation and the indemnity contained in these terms, and so far as relates to such limitations, any contract entered into by ALFA DPIS is entered into not only on its own behalf but also as agent and trustee for every such person as aforesaid.
a) The Principal will punctually pay not later than 30 days after the relevant invoice date, or within such other period as may have been agreed in writing, all proper charges rendered by ALFA DPIS, failing which interest will become due at the rate of 12 per cent per annum from the date of invoice until payment.
b) The Principal shall not be entitled to retain or defer payment of any sums due to ALFA DPIS on account of any dispute, cross claim, or offset which it may allege against ALFA DPIS.
c) In the event of any suspension of payment arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by the Principal, ALFA DPIS shall be entitled to suspend all further performance of its services forthwith and without liability.
d) In the event that any unforeseen problems or expenditure arise in the course of carrying out any of the contracted services, ALFA DPIS shall be entitled to make additional charges to cover additional time and cost necessarily incurred to complete the service.
e) ALFA DPIS may elect to bring action for the collection of unpaid fees in any court having competent jurisdiction. In this case, the Principal shall pay all of the ALFA DPIS collection costs, including attorney’s fees and related costs.
f) In the event of ALFA DPIS being prevented by reason of any cause whatsoever outside ALFA DPIS’s control from performing any service for which an order has been given or an agreement made, the Principal will pay to ALFA DPIS:
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.
No alteration, amendment or waiver of any of these terms shall have effect unless made in writing and signed by an officer of ALFA DPIS.
Unless specifically agreed otherwise, all disputes arising out of or in connection with Contractual Relationship(s) hereunder shall be governed by the substantive laws of Slovenia, exclusive of any rules with respect to conflicts of laws and be conducted in a court chosen by ALFA DPIS.