Disclaimer Policy

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General Conditions of Service

1. General

Unless otherwise agreed in writing or except where they are at variance with

i.                     the regulations governing services performed on behalf of government, government bodies or any other public entity or

ii.                   the mandatory provisions of local law, all offers made or services provided by Trade-Easterly, or any of its affiliated companies or any of their agents (each a “Company”) and all resulting contracts or other arrangement shall be governed by these general conditions of service (hereinafter the “General Conditions”

Trade-Easterly, may perform services for persons or entities (private, public or governmental including co-operatives) issuing instructions (hereinafter, the “client”).

Unless the Trade-Easterly, receives prior written instructions to the contrary from Client, no other party is entitled to give instructions, particularly on the scope of the services or the delivery of reports or certificates resulting therefrom, or the opinion framed there under or advise and solicitation rendered or any other tangible or non tangible services (the “Reports of Findings”) Client hereby irrevocably authorizes the Trade-Easterly, to deliver report of findings to a third party where so instructed by Client, or at its discretion where it implicitly follows from circumstances, trade custom, usage or practice.  Client hereby further authorizes Trade-Easterly, to make contracts, sub-contract the works, assign whole or part of the work to individual or any other legal identity or association of persons.

2.  Provision of Services

a.   The company will provide services using reasonable care and skill and in accordance with Client’s specific instructions as confirmed by the Company or, in the absence of such instructions

i.  the terms of any standard order form or standard specification sheet of the Company, and or

ii. any relevant trade custom, usage or practice: and/or

iii. such methods as the Trade-Easterly, shall consider appropriate on technical, operational and/or financial grounds

b.   Reports of findings issued further to the testing of samples/surveying limited stratum/  making research for particular goods/events/services samples, surveys strata, events services only and do not express any opinion upon the lot from which the samples were drawn.

c.    Should client request that the company witness any third party intervention, client agrees that the company’s sole responsibility is to be present at the time of the third party’s intervention and to forward the results, or confirm the occurrence, of the intervention.   Client agrees that the company is not responsible for he condition or calibration of apparatus, instruments and measuring devices used, the analysis methods  applied the qualifications, actions or omissions of third party results.  Client agrees that there shall not be any accountability/responsibility of Trade-Easterly, on the basis of which client has taken any decision.

d.    Reports of findings issued by the Company will reflect the facts as recorded by it at the time of its intervention only and within the limits of the instructions received or, in the absence of such instructions, within the limits of the alternative parameters applied as provided for in clause 2(a).  Trade-Easterly, is under no obligation to refer to, or report upon, any facts or circumstances which are outside the specific instructions received or alternative parameters applied.

e.    Trade-Easterly, may delegate the performance of all or part  of the services to an agent or subcontractor and client authorizes company to disclose all information necessary for such performance to the agent or subcontractor

f.     Should Trade-Easterly, receive documents reflecting engagements contracted between clients and the third parties or third party documents, such as copies of sale contracts, letters of credit, bills of lading, challans, vouchers, billty 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 the company.

g.    Client acknowledge that the Trade-Easterly,, by providing the services, neither takes the place of client or any third party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogates or undertakes to discharge any duty of client to any third party or that of any third party to client.

h.    All samples/data/information shall be retained for a maximum of one week or such other shorter time period as the nature of the sample/data/information permits and then returned to client or otherwise disposed of at the company’s discretion after which time company shall cease to have any responsibility for such samples.   Storage of samples/data/information for more than one week shall incur a storage charge payable by client.  Client will be billed a handling and freight fee if samples are returned.  Special disposal charges will be billed to client if incurred.

i.    Any references shall be made to any other persons or need to refer the matter to professional arises,      client will be billed accordingly.  For all incidental and auxiliary cost incidences client will be billed separately in addition to service charges agreed to.

j. There shall be bill for estimation and cost

3.   Obligations of client: 

The client will

a.    Ensure that sufficient information, instructions and documents are given in due time (and, in any event not later than 96 hours prior to the desired intervention) to enable the required services to be performed.  In the event of subletting or sub contracting the time solicited is yet more and be discussed in advance and only in case of agreeing to it service order shall be placed.

b.    Procure all necessary access (wherever required) for the Trade-Easterly’s representatives to the premises where the services are to be performed and take all necessary steps to eliminate or remedy any obstacles to, or interruptions in, the performance of the services;

c.     Supply, if required, any special equipment and personnel necessary for the performance of the services; unless specifically agreed to procure locally and for that amount client will be billed

d.     Ensure that all necessary measures are taken for safety and security of working conditions, sites and installations during the performance of services and will not rely, in this respect, on the Company’s advice whether required or not;

e.     Inform Trade-Easterly, in advance of any known hazards or dangers, actual or potential, associated with nay order or samples or testing including for examples, presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or poisons; in addition shall inform in advance of the law related to it if something specific attention is needed to be drawn to

f.      Full exercise all its rights and discharge all its liabilities under any relevant sales or other contract with a third party and at law.

4.     Fees and Payment

a.     Fees not established between the Trade-Easterly, and client at the time the order is placed or a contract is negotiated shall be at the company’s standard  rates (which are subject to change) and all applicable taxes shall be payable by client.

b.     Unless a period is established, client will pay in advance service charges.  In exceptional cases in written agreement where made client will promptly pay the bill amount within such other period as may be established by the Trade-Easterly, in the invoice all fees due to the company and all expenses and costs incurred for the clients or on behalf of the clients or incidental or auxiliary to clients service performed by or agreed to be performed by company to the company.  Failing in such payment interest will become due at a rate of 2% per month or such other rate as may be established in the invoice) from the due date up to and including the date of payment is actually received.

c.     Client shall not be entitled to retain or defer payment of any sums due to the Trade-Easterly, on account of any dispute, counter claim or set off which it may allege against the Trade-Easterly,

d.    Trade-Easterly, may elect to bring action for the collection of unpaid fees in any court having competent jurisdiction.

e.    Client shall pay all of the company’s collection costs, including attorney’s fees and related costs.

f.     In the event any unforeseen problems or expenses in the course of carrying out the service the company shall endeavour to inform client and shall be entitled to charge additional fees to cover extra time and cost necessarily incurred to complete the services.

g.    If the Trade-Easterly, is unable to perform all or part of the services for any cause whatsoever outside the company’s control including failure by client to comply with any of its obligations provided for in clause 3 above the company shall nevertheless be entitled to payment of :

i.    the amount of all non-refundable expenses incurred by the company; and

ii.    a proportion of the agreed fee equal to the proportion of the services actually carried out.

5.         Suspension or termination of services

             The Company shall be entitled to immediately and without liability either suspend or terminate provision of the services in the event of

a.         failure by the Client to comply with any of its obligations hereunder and such failure is not remedied within 10 days that notice of such failure has been notified to Client; or

b.         any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by client.

6.         Liability and Indemnification

a.         Limitation of Liability

            i.          The company is neither an insurer nor a guarantor and disclaims all liability in such capacity.  Clients seeking a guarantee against loss or damage should obtain appropriate insurance.

            ii.          Reports of Findings are issued on the basis of information, documents and/or samples provided or on behalf of, client and solely for the benefit of client who is responsible for acting as it sees fit on the basis of such Reports of Findings.  Neither the company nor any of its officers, employees, agents, franchisees or subcontractors shall be liable to client 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 the company.

            iii.         The Company shall not be liable for any delayed, partial or total non-performance of the services arising directly or indirectly from any even outside the Company’s control including failure by client to comply with any of its obligations hereunder. 

            iv.         The liability of the company in respect of any claim for loss, damage or expense of any nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to 10 times the amount of the fees paid in respect of the specific service which gives rise to such claim or Indian Rupees twenty five thousand (or its equivalent in local currency), whichever is lesser.

            v.         The company shall have not liability for any indirect or consequential loss (including loss of profits).

            vi.         In the event of any claim, client must give written notice to the Company within 10 days of discovery of the facts alleged to justify such claim and, in any case, Trade-Easterly shall be discharged from all liability for all claims for loss, damage or expense unless suit is brought within one month from:

            the date of performance by the company or service which gives rise to the claim  or the date when the service should have been completed in the event of any alleged non performance.  This condition in no way make right to client for making any claim.  This does not instate any kind of liability and it is within the company’s discretion. 

b.     Indemnification :  Client shall guarantee, hold harmless and indemnify the company and its officers, employees, agents, franchisees or subcontractors against all claims (actual or threatened) by any third party for loss, damage or expense of whatsoever nature including all legal expenses and related costs and howsoever arising relating to the performance or non-performance, of any services.

7.         Miscellaneous

a.     If any one or more provisions of these General Conditions and disclaimer are found to be illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

b.     During the course of providing the services and for a period of one year thereafter Client shall not directly or indirectly entice, encourage or make any offer to Company’s employees to leave their employment. Client shall not offer any gift or any kind of offerings in any manner whatsoever to any of the company’s personnel (except for yearly or occasional gifts such as diary, calendar, kitchen which client has made for advertisement of his company).

c.     Use of the Company’s corporate name or registered marks for advertising purpose or for showing that standards are being adopted or that there is any business relation of Client with Trade-Easterly is not permitted without the Company’s prior written authorization.

8.     Governing Law, Jurisdiction and Dispute Resolution

All disputes shall be subject to jurisdiction in Indian Courts in the Rajkot, Gujarat India as at present there is  one office i.e. 32/33 B Room Near Stair Case, Agriculture Produce Marketing Yard, Rajkot, Gujarat India.  The offices of agents including sub-agents, sub-contractors, employees franchisees is/are not and shall not be the office/s of the Trade-Easterly, and are only extension works place for the work entrusted.  Trade-Easterly is not responsible for any liability that may arises through such places or persons. 

In exclusive cases not governed above but not limited to above all disputes arising from the provision of service hereunder shall, if

a.      provided by the Company to a client both having their registered offices in the same country, be governed by an construed in accordance with the laws of such country and all disputes shall be submitted to the jurisdiction of the competent court of such country.  If there is equal jurisdiction where the Office of Trade-Easterly and the clients company is there, jurisdiction in the geographical area of the office of Trade Easterly shall apply.  The office of trade-easterly in this clause does not mean office of the employee, franchisee or partner or sub-contractor or sub-agent or professional who is entrusted the work or any other agent of trade-easterly.  Only the office of Trade-Easterly, if is situated in the client’s country then only disputed be governed by and construed in according with the laws of the same country. 

b.      Provided by a U.S. Company to a U.S. Client, be governed by the substantive laws of the jurisdiction in which services are rendered exclusive of any rules with respect to conflicts of laws and all dispute shall be finally settled under the rules of commercial arbitration of the American Arbitration Association.  Unless otherwise agreed, the arbitration shall take place in New York, New York with each party bearing its own costs.  The arbitrators shall be required to provide a written opinion detailing the basis and rationale for their decision.

c.      In all cases which do not fall within the provisions of (a) or (b) above shall be governed by substantive Laws of India and jurisdiction of courts shall be Rajkot, Gujarat and India.  However, in explicit written consent by the trade-easterly, cases which do not fall may at the discretion of Trade Easterly and the client, if both wishes,  be governed by the substantive Laws of India exclusive of any rules with respect to conflicts of laws and all disputes shall be finally settled under the Rules of Arbitration, unless otherwise agreed Arbitration shall take place in New Delhi.

9.      Languages

 These General conditions and disclaimer policy have been drafted in English and may be translated into other languages.  In the event of any discrepancy, the English version shall prevail.