General Terms and Conditions of Business:
1. Unless otherwise specifically agreed in writing Sourcefaster (hereinafter called ”the Company”) undertakes services in accordance with these General Terms and Conditions (hereinafter called “General Terms and Conditions”) and accordingly all offers or tenders of service are made subject to these general Terms and Conditions. All resulting contract agreements or other arrangements will in all respects be governed by these General Terms and Conditions 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 General Terms and Conditions and in such case such local law shall prevail wherever, but only to the extent that, it is at variance with these General Terms and Conditions.
2. The Company is an enterprise engaged in the trade of sourcing, business investigation, analysis and consulting. As such It:
- Carries out such Standard services as referred to In General Terms and Condition 6.
- Renders advisory and special services as maybe agreed by the Company and as referred to in General Terms and Condition 7.
- Issues reports and as referred to in General Terms and Condition 8.
3. The Company acts for the persons or bodies from whom the instructions of the customer (hereinafter called the “Principal”). No other party is entitled to give instructions, particularly on the scope of the services or delivery of report unless so authorized by the Principal and agreed by the Company. The Company will however be deemed irrevocably authorized to act at its discretion to a third party if following instructions by the Principal promise in this sense has been given to its third party or such a promise implicitly follows from circumstances, trade custom, usage or practice.
4.The Company will provide services in accordance with:
- The Principal’s specific instructions as confirmed by the Company.
- The terms of the Company’s Standard Order Form and/or Standard Specifications Sheet if used.
- Any relevant trade custom usage or practice.
- Such methods as the Company shall consider appropriate on technical, operational and/or financial grounds.
5. All enquiries and orders for the supply of services must be accompanied by sufficient information, specifications and instructions to enable the Company to evaluate and/or perform the services required. The Company cannot be held responsible for any ambiguity in the clients’ instructions nor for any incorrect or misleading information supplied or obtained.
- Documents reflecting engagements contracted between the Principal and third parties or third parties’ documents, such as copies of contracts of sale, letter of credit, bills of lading. etc. are (if received by the Company) considered to be for information only, without extending or restricting the mission obligations accepted by the Company.
6. The Company’s standard services may include but not limited by all or any of the following:
- Sourcing and obtaining quotations form suppliers.
- Business investigation of public information about a supplier.
- Business investigation of financial information about a supplier.
- Conducting virtual visits to a supplier’s business premises.
- Arranging Principal’s negotiations with a supplier by their request.
- Any other services related to sourcing activities.
7. Special services where the same exceed the scope of standard services as referred to In General Terms and Condition 6 will only be undertaken by the Company by particular arrangement.
8. Subject to the Principal’s instructions as accepted by the Company, the Company will issue reports which reflect statements of opinion made with due care within the limitation of instructions received but the Company is under no obligation to refer to or report upon any acts or circumstances which are outside the specific instructions received. The Companies acceptance of instructions in no way indemnifies the Principal for ambiguities which may materially affect the outcome of the job.
9. The Principal will:
- Ensure that instructions to the Company and sufficient information are given in due time to enable the required services to be performed effectively.
- Procure all necessary access for the Company’s representatives to enable the required services to be performed effectively.
- Supply, if required, any special equipment and personnel necessary for the performance of the required services.
- Take all necessary steps to eliminate or remedy any obstruction to or interruptions in the performance of the required services.
- Inform the Company in advance of any known hazards or dangers, actual or potential, associated with any services including, for example, presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental severe pollution.
10. The Company shall be entitled at its discretion to delegate the performance of the whole or any part of the services contracted for with the Principal to any agent or subcontractor.
11. The Principal needs to provide the accurate information regarding the product and its specification for sourcing service or company’s details for business investigation services.
12. The Company undertakes to exercise due care and skill in the performance of its services however does not warrant the accuracy and completeness of services reports. The company delivers the services to the highest level of its expertise and hard work.
- The liability of the Company in respect of any claims:
As the Company mostly relies on technology and public data, the Company does not warrant the accuracy or completeness of services reports or any of the information contained herein. The Company is not liable for any loss, damage or injury caused by negligence or other act or failure of us in procuring, collecting, preparing or communicating any such information.
Reliance on any information contained herein shall be solely at the Principal’s risks and shall constitute a waiver of any claim against and a release of the company from any liability whatsoever. The reports are provided in strict confidence for Principal’s exclusive use for legitimate business purposes and for no other purpose. The company services reports must not be communicated to any third-party party without prior consent with the company. In accepting services Principal hereby agrees to be responsible for and to indemnify the company against any and all damages and loss arising from the report and/or breach of any of the above conditions. Any reproduction, replication or other use of the company’s reports without the written consent is prohibited.
13. Every officer, employee of the Company shall have the benefit of the limitation of liability and indemnity contained in these General Conditions and so far as relates to such limitations any contract entered into by the Company is entered into not only on its own behalf but also as agent and trustee for every such person as aforesaid.
14. In the event that any unforeseen problems or expenditure arise in the course of carrying out any of the contracted services the Company shall be entitled to make additional charges to cover additional time and cost necessarily incurred to complete the service.
15. The Principal will punctually pay not later than 20 days after the relevant invoice date or within such other period as may have been agreed in writing by the Company. In case the Principal fails to fulfil the payment condition due dates, it will lead to15% monthly interest from the due date until the actual payment.
- The Principal shall not be entitled to retain or defer payment of any sums, due to the Company on account of any dispute, cross claim or set off which it may allege against the Company.
- In the event of any suspension of payment arrangement, bankruptcy, insolvency, receivership or cessation of business by the Principal, the Company shall be entitled to suspend all further performances of its services forth with and without liability.
16. In the event of the Company being prevented by reason of any cause whatsoever outside the Company’s control from performing or completing any service for which an order has been given or and has already been started, the Principal will pay to the Company:
- The amount of all abortive expenditure actually made or incurred (usually 30%).
- A proportion of the agreed fee or commission equal to the proportion (if any) of the service actually carried out and the company shall be relieved of a responsibility whatsoever for the partial or total non- performance of the required service.
17. The Company is neither an insurer nor a guarantor and disclaims all liability in such capacity. Principals seeking a guarantee against loss or damage should obtain appropriate insurance.
18. These general conditions are governed by the laws of the Netherlands and are subject to the exclusive jurisdiction of the court of Rotterdam.
19. No alteration, amendment or waiver of any of General Terms and Conditions shall have any effect unless made in writing and signed by an officer of the Company.