General Terms & Conditions
1. DEFINITIONS
In these General Terms and Conditions of Contract (hereinafter referred to as “T&C’s”), the terms shall have the following meaning:
1.1. “Agreement” means the Contract and these Terms and Conditions (T&C’s).
1.2. “Service provider,” means the supplier of services under an agreement;
1.3. “Customer” means the party with whom the Service provider entered into an agreement;
1.4. “Contract” means the acceptance and/or confirmation of the written quotation issued by the Service provider, or any returned quotation subsequently for any, rental and/or services, with appendices, between the Service provider, and the Customer;
1.5. “Services” means any services like accommodation, logistic and transport that the Service provider, has undertaken to provide as more particularly described in the Contract;
1.6. “Contract Price” means the price to be paid to the Service provider, for the provision of Services under the agreement;
1.7. “Performance” means the provision of Services by the Service provider,
2. GENERAL
2.1. The Agreement can be amended and supplemented only if such amendment has expressly been agreed upon as in writing.
2.2. The Agreement replaces all prior oral and written agreements with respect to the subject matter of the Agreement.
2.3. Service provider, ‘s offers are without engagement.
2.4. The Service provider shall be entitled to subcontract or assign any part of its rights and obligations out of the Agreement.
3. OBLIGATIONS OF THE CUSTOMER
3.1. The Customer warrants that the Service provider, will be enabled to commence and effect Performance.
3.2. The Customer warrants that all required travel documents, medical tests, and licences required in connection with the travel are valid and shall be available when needed.
3.3. The Customer shall keep any information received from the Service provider, strictly confidential, and shall use such information solely for the proper performance of the Agreement. All information provided by the Service provider shall be returned by the Customer to the Service provider, on the Service provider, ‘s first request.
4. TERMS FOR PERFORMANCE
4.1. If Performance is delayed due to (i) any act or omission of the Customer or (ii) the Customer failing to perform any of the obligations mentioned in Clauses 3 and 10 of these T&C’s, the Service provider is entitled to extend the time of Performance with a reasonable period which is at least equal to the additional period caused by such delay. Furthermore, it is expressly agreed that the Service provider shall have the right to extend the time of Performance if (i) the Service provider, has not received the advance payment (or another contractual payment) as stipulated in the Agreement, or (ii) the Customer has not provided security that complies with the requirements in the Agreement or breached any of the terms herein.
4.2. In case the Service provider, fails to perform in time due to reasons solely attributable to the Service provider, a grace period of two weeks (“Grace Period”) shall apply.
5. PROVISION OF SERVICES
5.1. Performance shall be considered completed when the Customer has been notified that the provision of Services completion.
5.2. Any waiting time for which the Service provider is not responsible will be charged to the Customer as normal working time.
5.3. Additional Work may be agreed between the Service provider and the Customer in a separate Additional Work Order, or if the Service provider performs such Additional Work at the request of, or with the prior consent of, the Customer. If the agreed Performance is expanded or adjusted due to an action or omission on the part of the Customer, this would also be deemed Additional Work.
5.4. Additional Work is paid for by the Customer in accordance with the customary fees applied by the Service provider.
5.5. Should, for whatever reason, one or more cost-increasing circumstances occur after the formation of the Agreement for which the Service provider is not exclusively and fully accountable, the Service provider shall be entitled to increase the Contract price proportionally to the Cost-increasing Circumstance(s) in question, even if such cost increase(s) ensue(s) from (a) foreseeable circumstance(s). Cost-increasing Circumstances are compensated by the Customer in accordance with the customary fees applied by the Service provider. applied by the Service provider.
6. RENTAL OF ACCOMODATION
6.1. The Customer agrees to pay such deposit and rent, in such amounts and manner, and at such times, as are set forth in invoice attached hereto.
7. FORCE MAJEURE
7.1. In case of any occurrence, either foreseeable or not, beyond the reasonable control of the Service provider, or any of his sub-Suppliers, which prevents the Service provider, from effecting Performance (“Force Majeure”), the date of Performance will be extended with at least the period of Force Majeure. Cases of Force Majeure are including but not limited to, fire, war or warlike acts, riots, insurrection, mobilisation, floods, earthquakes and other natural disasters, epidemics, quarantine measures, strikes, lockouts, requisitioning, restriction of foreign currency transfer, transport restrictions, and restrictions in the issue of permits for the Personnel, importation and exportation of goods, tools and/or materials.
7.2. Should the situation of Force Majeure described in Clause 7.1 of these T&C’s continue in excess of a period of 6 (six) consecutive months, either the Customer or the Service provider, shall be entitled to terminate the Agreement.
7.3. This Clause however does not relieve the Customer from its obligations to make payment of all amounts due to the Service provider, under the Agreement and in accordance with these T&C’s.
8. WARRANTY
8.1. Service provider warrants Performance to the best of its abilities. Any additional warranty is explicitly excluded.
8.2. In the event the Services or part thereof do not conform to the requirements under the Agreement, the Service provider, may undertake whatever measure it deems fit to rectify the shortcomings in the Services. For the avoidance of doubt, the Service provider, shall not be liable for any costs related to the service in the event of loss of time, or other consequential damages.
8.3. No warranty obligation will be enforceable by the Customer until the Service provider, has received payment of the Contract Price in full.
9. INDEMNITY AND LIMITATION OF LIABILITY
9.1. In no event shall the Service provider, be responsible or liable to the Customer in contract, tort or on any other ground or legal theory, howsoever and whatever the cause thereof, for any direct, indirect, consequential or any other losses, damages, costs, or expenses, all including but not limited to, loss of time, loss of profit or earnings or demurrage directly or indirectly incurred.
9.2. Service provider, liability shall be strictly limited to the amount of the Contract Price.
9.3. Every claim against the Service provider, except those which the Service provider, has expressly acknowledged in writing, expires by the mere lapse of 12 months after its arising.
10. PAYMENT TERMS
10.1. Unless explicitly otherwise agreed upon, payments shall be made cash on delivery or by payment to a bank account designated by the Service provider in accordance with the terms indicated on the Contract and without any deductions, compensation for debts or withholding of any nature.
10.2. Upon reasonable request of the Service provider, the Customer shall provide sufficient security for the total Contract Price. If the Customer does not meet any such request of the Service provider, the Service provider, shall have the right to wholly or partially terminate or suspend the Agreement by a written notification to the Customer.
10.3. Any objections of whatever kind to invoiced amount shall be submitted to the Service provider, in writing within 14 days of the date of the invoice, failing which the invoiced amount shall be deemed to have been accepted by the Customer.
10.4. If the Customer fails to perform any of the above payment obligations, the Customer shall pay to the Service provider, interest on the amount overdue at 2 per cent (2%) per month or part of a month. In addition, the Service provider, may, after having notified the Customer in writing, suspend Performance until payment in full is received with respect to the Agreement and/or the above terms. All the extra-judicial and judicial costs of debt collection incurred, shall be for the Customer’s account.
11. GOVERNING LAW AND JURISDICTION
11.1. The Agreement shall be governed by and construed in accordance with the laws of Guyana.
12. NOTICES
Any notice to be served on either of the parties by the other shall be in English and in writing and shall be sent by hand, registered post, courier or facsimile unless otherwise agreed. Such notice shall be deemed to have been received by the addressee within seven (7) days of posting (if by registered post or within twenty-four (24) hours (if sent by facsimile to the correct facsimile number of the addressee) or upon receipt if sent by hand or courier.
13. NO WAIVER OF RIGHTS
The failure of any party to enforce at any time any of the provisions herein shall not be construed to be a waiver of such provisions or a waiver of the right of such party thereafter to enforce any such provisions. No waiver by a party of any right hereunder shall be deemed as a waiver of any other right.