General Terms and Conditions of Services

1. General provisions
(a) Unless otherwise agreed in writing, all services or offers and all resulting contractual relationship(s) between Verificae (hereinafter reffered to as “Company”) and its Clients shall be ruled by these general conditions of service (hereinafter the “General Terms and Conditions”).
(b) Unless the Company receives prior written instructions to the contrary from Client, no other party is entitled to give instructions, particularly related on the scope of the services or the delivery of reports resulting therefrom. The Company is authorized to deliver Reports 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.

2. Services Delivery
(a) The Company will provide services in accordance with Client's specific instructions as confirmed by the Company or using reasonable care and skills or, in the absence of Client’s instructions, in accordance with standard procedure or relevant usage.
(b) Information stated in Reports are based on the findings of inspection procedures carried out in accordance with the instructions of Client and our assessment of these results is based upon any technical standards, practice or trade custom which should based on our professional opinion be taken into account.
(c) Reports of Findings issued further to the testing of samples contain the Company’s opinion on those samples only and do not express any opinion upon the lot from which the samples were taken.
(d) Reports of Findings issued by the Company will reflect the facts as recorded at the time of intervention only in accordance with the instructions received or, in the absence of such instructions, as provided for in clause 2(a).
(e) All samples are stored for up to three months - depending on the nature of the goods - and are then returned to the Client or discarded, at the Company's discretion. After the storage period has elapsed all obligations related to storage expire. The Company may charge the retention and storage of samples for a period exceeding three months in case the Client instructs the Company accordingly in written form.
(f) Should Client request witnessing services to the Company on any third party intervention, it is understood that the Company’s sole responsibility towards the Client is to be present at the time of the third party’s intervention and inform the Client about the findings and results, confirming the occurrence of the intervention. The Company will not be held responsible for the condition or calibration of instruments and measuring devices used, the qualifications, actions or omissions of third party personnel, the analysis methods applied or the analysis results.
 (g) The Company may delegate the performance of all or part of the services to subcontractors and it is authorized by the Client to disclose the information necessary for such performance to the subcontractors.
 (h) The Client agrees that by carrying out controlling activities the Company does not take on the role of the Client nor any other third party; the Company does not share, diminish, terminate, or take on any obligations the Client or any third party may have towards others.

3. Client’s Obligations
The Client agrees to:
(a) provide sufficient data, instructions and documents in due time, which shall not be shorter than 48 hours prior to the desired intervention (unless otherwise agreed in written between the Parties) to ensure the agreed services to be performed;
(b) procure all necessary access for the Company'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, personnel and information necessary for the performance of the services;
(d) Ensure that all measures are taken for security and safety of the working conditions and sites during the performance of ordered services.
4. Prices and Contractual Obligations Payments
(a) Fees not established between the Company and Client at the time the order is placed or a contract is negotiated shall be payable by Client at the Company’s standard rates along with all applicable taxes.
(b) Unless otherwise agreed between the Parties in written form, the Client shall pay its contractual obligations within 30 days from the relevant invoice date. The Client will be charged for all invoices due according to the Slovenian national interest rate for late settlement of outstanding’s.
(c) Client shall pay all of the Company's collection costs, including attorney's fees and related costs in case the Company will decide to raise legal actions against the Client for collection of unpaid fees.
 (d) Client shall not be entitled to retain or defer payment of any sums due to the Company on account of any dispute, counter claim or set off which it may allege against the Company.
 (f) The Company shall immediately inform the Client of any unforeseen problems or expenses arisen during the course of carrying out the services and shall be entitled to charge additional fees to cover extra time and cost necessarily incurred.
(g) Should the Company be unable to execute all or part of the agreed services for any cause outside its control or should the Client fail to fulfill with any of its obligations (article 3 mentioned above), the Company shall be entitled to:
1. the amount of all non-refundable expenses incurred by the Company; and
2. a proportion of the agreed fee equal to the proportion of the services actually carried out.
5. Service Termination or Suspension
The Company is entitled to terminate or suspend its controlling activities immediately and without further obligation, if:
 (a) The Client fails to meet the assumed obligations or on the 15th day following written notification, should the Client's continually fail to comply or
(b) The Client fail to settle its obligations, files for bankruptcy, is excessively indebted, is subject to compulsory settlement and/or ceases business operations.

6. Liability and Indemnities
(a) Limitation of Liability:
1. The Company makes no assurance, provides no guarantee and rejects any such liability claims. Clients who require such protection against losses should arrange a suitable type of insurance.
2. The Reports are issued based on instructions and documentation received from the Client or someone on their behalf and strictly to their benefit. The Client assumes responsibility for proper use of the Reports. The Company and its subcontractors cannot be held responsible by the Client or any third persons for measures that may or may not have been taken by third parties based on a Report, nor for inaccurate results that have been obtained through application of incorrect or false information. The Company shall not be liable for any delayed, partial or total non-performance of the services arising directly or indirectly from any event outside the Company’s control including failure by Client to comply with any of its obligations hereunder.
3. 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 the Companies’ professional insurance policy. Copy of such policy is available at Client’s request and is currently covering damages and repair costs up to 100.000 Euro.
4. In the event of any claim, Client must give written notice to the Company within 30 days of discovery of the facts alleged to justify such claim and, in any case, the Company shall be discharged from all liability for all claims for loss, damage or expense unless suit is brought within one year from:
• the date of performance by the Company of the 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.
(b) Indemnities: The Client guarantees to prevent or compensate the Company as well as its employees and subcontractors for damages and claims submitted by third parties for actual or potential losses, damages and costs including legal costs related to execution, assumed execution or failure to execute controlling activities.

7. Miscellaneous
(a) If any of the provisions of the General Terms and Conditions are found to be invalid, they shall not affect the validity of other provisions from this General Terms and Conditions.
(b) Unless agreed so in written between the Parties, the Client shall make no attempt during execution of services and up to a year following its completion to propose, encourage or make propositions to controllers with the intent to have them terminate their employment with the Company.

8. Applicable Law, Jurisdiction and Dispute Resolution
Unless specifically agreed otherwise, all disputes arising out or in connection with Contractual Relationships hereunder shall be governed by the Slovenian law and Koper shall be the responsible court.

Koper 29.5.2013