Terms and Conditions
Terms & Conditions

Relative to the services executed by Cometec Ukraine

1. General Terms

All services, contracts or agreements agreed upon between COMETEC UKRAINE (hereinafter COMETEC) and its affiliates or representatives, and all customers (Principal) shall be governed by these master terms and conditions for any services provided by COMETEC, hereinafter referred to as SERVICE CONDITIONS, unless otherwise agreed in writing.   

COMETEC shall provide its services to individuals or entities issuing a service request (PRINCIPAL). No third party shall be entitled to give instructions regarding the scope of COMETEC services, or any document submission associated thereto (reports, certificates, etc.) unless PRINCIPAL shall issue different instructions. PRINCIPAL hereby authorizes COMETEC to submit documentation to third parties whenever such submission shall arise on an implied fashion from customs, uses and/or business practices or from the application of its own criterion.  

2. Trust Obligations

COMETEC shall provide its services with the utmost care and professional responsibility and complying with the instructions given by PRINCIPAL, except where no such instructions exist, in which case it shall act in accordance with the COMETEC’s basic terms of procedures and/or adequate operational technical methods and/or usual practices.

The information contained in COMETEC reports arises from the findings obtained in inspections, audits and analyses conducted under PRINCIPAL’s instructions and/or from COMETEC’s assessment based on technical procedures, business practices or any other circumstance which COMETEC may deem necessary on the basis of its professional opinion. 

The reports issued by COMETEC on analyses and/or sample tests provide COMETEC’s opinion only in relation to such samples and they do no express any opinion whatsoever in relation to the batch from which said samples were taken. 

If a principal requests that COMETEC give testimony on a third party intervention, the principal agrees to accept that COMETEC’s sole responsibility shall be witnessing the third-party intervention, sending the results or confirming execution of such intervention. Principal agrees that COMETEC shall not be liable for the condition and/or calibration of equipment, instruments and measuring devices used, and it shall neither be liable for the analysis methods used, qualification, actions or omissions by third-party staff or the results of any analyses conducted thereby. 

Any reports issued by COMETEC shall reflect facts as they were recorded at the moment of intervention, but within the limits of instructions received or, in absence thereof, within the limits of alternative procedures applied. 

COMETEC has no obligation to refer to or inform about facts out of the instructions received or alternative procedures applied.

Whenever trust shall deem it necessary, COMETEC may delegate provision of its services to an agent or subcontractor, and customer authorizes COMETEC to provide all the necessary information to execute the service or part thereof.  

If COMETEC receives any documentation in relation to agreements between the principal and third parties or third-party documents, these shall be considered as information only and in no manner whatsoever will they reduce the scope of services or obligations agreed upon.

Customer agrees that when providing a service, COMETEC shall not substitute the customer or third party and it shall not release them from their obligations and COMETEC shall not intend to discharge principal from its obligations to third parties or vice versa.

3. Customer Obligations

With the aim of facilitating provision of the services requested customer shall: Ensure that sufficient information, instructions and documents are sent on a timely fashion (but in no case after 48 hours prior to the requested intervention).

Provide COMETEC representatives with the necessary access to the facility where services shall be provided and take all necessary precautions to remove or solve any inconveniences or disruptions during service provision.

If necessary, provide all the equipment and staff to perform side tasks inherent to service provision.

Check that all safety measures have been taken during service provision and refrain from relying on third-party opinions in this respect.

Duly inform COMETEC of any known, actual or potential danger or risk associated to any sample, test or task, including toxic, harmful or explosive material, environmental pollution, poisons, radiation risk, etc.

Exercise all its rights and discharge its obligations under the law or agreements with third parties.

4. Payment and Fee

COMETEC shall apply the company’s rates in effect and all taxes shall be borne by principal, unless other amounts have been previously agreed by COMETEC and principal for provision of the service.

Unless a shorter period is established in the invoice principal will promptly pay not later than 30 days from the relevant invoice date or within such other period as may be established by the COMETEC in the invoice (the “Due Date”) all fees due to the COMETEC failing which interest will become due at rate of 1,5 % per month (or such other rate as may be established in the invoice) from the Due Date up to and including the date payment is actually received.

Principal shall not retain or defer payment of a debt owed to COMETEC by alleging a lawsuit or compensation against COMETEC.

COMETEC shall be entitled to decide if it shall bring an action for collection of unpaid services fees before a court of competent jurisdiction. Principal agrees to pay any and all expenses inherent to invoice collection, including legal fees and other costs.

If any unforeseen expenses should arise in the course of execution of the service, COMETEC shall inform principal and shall be entitled to collect additional amounts to cover for such extra costs which it may have obligatorily incurred in to provide such service.

If COMETEC is unable to provide the services as a result of an event below its reasonable control, including failure by the principal to comply with its obligations, COMETEC shall have the right to receive payment for all non-reimbursable expenses incurred by COMETEC and the portion of fees agreed and/or provided.

5. Suspension or Termination of Services

COMETEC shall be entitled to suspend or terminate service provision immediately and without further liability in any of the following cases:    

Failure by principal to comply with its obligations hereunder and such failure is not remedied within 10 days that notice of such failure has been notified to principal;

Default, any suspension of payment, declaration of insolvency or interruption of activities by the principal

6. Liability and Compensation

COMETEC LIMITATION OF LIABILITY:
As an independent supervision company, COMETEC provides no insurance or guaranty and it waives any liability in this regard any principals wishing to obtain damage or potential loss insurance shall take out the appropriate insurance.

COMETEC reports are issued on the basis of information and/or materials provided by or on behalf of the principal and only for the principal’s benefit. The principal shall be liable for utilizing such COMETEC reports as it shall deem convenient. Neither COMETEC nor its staff or subcontractors assume any liability whatsoever with respect to their principal or to third parties for any actions or omissions, or for any incorrect results, misleading, erroneous, false or incomplete information associated to such COMETEC reports.

COMETEC shall not be liable for failure to provide the services if an event out of COMETEC’s reasonable control shall arise, including failure by the principal to comply with any of its obligations hereunder. COMETEC’s liability in relation to any claim shall be limited to an aggregate amount equal to ten (10) times the fees paid in relation to the service giving rise to such claim or US$ 10,000, whichever is lower.

COMETEC shall have no liability for any indirect or consequential loss including without limitation loss of profits, loss of business, loss of opportunity, loss of goodwill and cost of product recall. It shall further have no liability for any loss, damage or expenses arising from the claims of any third party (including, without limitation, product liability claims) that may be incurred by the principal.

In case of claim, principal shall notify COMETEC in writing within 20 days following principal’s awareness of the facts supporting such claim.

COMETEC shall be released from any liability for claims, unless a complaint is filed within one year after the date of provision of the services giving rise to such claim.

INDEMNIFICATION:
Principal agrees to indemnify and hold COMETEC harmless against claims of any nature (actual or intended) by any third party, arising out of the execution, intended execution or failure to execute COMETEC services.

7. Miscellaneous

If any of these general terms and conditions governing COMETEC services is declared illegal or impossible fulfill, the remaining provisions shall not be affected in their effectiveness, legality and compliance.

During provision of the services and for a period of 6 months thereafter, the principal shall not directly or indirectly encourage or make offers to COMETEC’s staff so that they leave their positions in the company

Using the COMETEC’S corporate name or registered trademarks for advertising purposes without prior written authorization is hereby forbidden

8. Governing Law, Jurisdiction and Dispute Resolution

Any disputes arising out of contractual relationships shall be governed by the laws of the Ukraine, except for regulations regarding conflicts of laws, in which case disputes shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules.

The arbitration shall take place in Odessa (Ukraine) and be conducted in the Ukrainian language.