General Terms and Conditions of Business

Unless otherwise specifically agreed in writing, Zeus Inspection (hereinafter called “ZEUS”)  undertakes services in accordance with these General Terms and Conditions of Business (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 contracts, 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.

A.   ZEUS – the enterprise

ZEUS is an enterprise engaged in inspection services for bulk commodities including but not limited to scrap, steel, products, industrial minerals, fertilizers, grains, oils and other bulk commodities, sampling and analyses and any other related services .

As such it carries out standard services which may include (one of) the following:

  1. supervision of loading or discharging
  2. quantity and/or quality inspections
  3. weight verifications and/or certifications
  4. inspection of various trading-goods, packaging, vessels/barges or other means of transport
  5. survey and audit
  6. sampling and sample preparation;
  7. laboratory analysis or other testing;

ZEUS acts for the persons or bodies from whom the instructions to act have originated (hereinafter called “the Principal”). No other party is entitled to give instructions, particularly on the scope of inspection or delivery of report of certificates, unless so authorised by the Principal and agreed by ZEUS. ZEUS will however be deemed irrevocably authorised to deliver at its discretion the report or  the certificate to a third party if following instructions by the Principal a promise in this sense has been given to its third party or such a promise implicitly follows from circumstances, trade custom, usage or practice.

ZEUS 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.

B.   Reporting

ZEUS issues reports and certificates subject to the instructions received from the so called Principal.

  1. Subject to the Principal’s instructions as accepted by ZEUS, ZEUS will issue reports and certificates of inspection which reflect statements of opinion made with due care within the limitation of  instructions received but ZEUS is under no obligation to refer to or report upon any acts or circumstances which are outside the specific instructions received. ZEUS’s acceptance of instructions in no way indemnifies the Principal for ambiguities which may materially effect the outcome of the job.  Our report and/or certificate is as per our opinion at time our inspector was present.  We do not take any responsibility after the inspection has been completed and our inspector has departed the location attended.
  2. Reports or certificates issued testing or analysis of samples contain ZEUS’s specific opinion on those samples only but do not express any opinion upon the bulk from which the samples were drawn. If an opinion on the bulk is requested special arrangements must be made in advance with ZEUS for the inspection and sampling of the bulk.

Once ZEUS has issued analysis results, if any doubt arises regarding the accuracy of the results either on the part of ZEUS or the Principal, ZEUS reserves the right to re-check and amend as they see it.  Zeus accepts no responsibility for any report and/or certificate issued.

ZEUS will retain samples or portions of samples on behalf of the Principal for a period of six months from receipt of samples unless Principal instructs ZEUS in writing to retain for a longer period of time, if required.  If the Principal requests that reserve sample be forwarded by ZEUS, the costs of forwarding will be for Principal’s account. ZEUS will not be responsible for samples lost in transit by courier services, postal services and the like whether going to or from ZEUS’s offices.

C. Services

ZEUS will provide services in accordance with:

  1. the Principal’s specific instructions as confirmed by ZEUS
  2. the terms of ZEUS’s Standard Order Form and/or Standard Specifications Sheet if used
  3. any relevant trade custom, usage or practice
  4. such methods as ZEUS shall consider appropriate on technical, operational and/or financial  grounds
  5. Special services where the same exceed the scope of standard services as referred to in General  Terms and Conditions will only be undertaken by ZEUS by particular arrangement.
  6. In the event that any unforeseen problems or expenditure arise in the course of carrying out any  of  the contracted services ZEUS shall be entitled to make additional charges to cover additional time and cost necessarily incurred to complete the service.  It is accepted that the Principal will indemnify Zeus against any disputes and or potential litigation arising due to the inspection or report issued. 

D. Enquiries and orders

  1. All enquiries and orders for the supply of services must be accompanied by sufficient  information, specifications and instructions to enable ZEUS to evaluate and/or perform the services required. ZEUS cannot be held responsible for any ambiguity in the clients instructions, nor for any incorrect or misleading information supplied or obtained.
  2. Documents reflecting engagements contracted between the Principal and third parties, or third  parties’ documents, such as copies of contracts of sale, letters of credit, bills of lading, etc. are (if received by ZEUS) considered to be for information only, without extending or restricting the  mission obligations accepted by ZEUS.  Zeus can not be binder to or made party to any trade taking place as per the order issued.

E. The Principal

The Principal will:

  1. ensure that instructions and sufficient information are given to ZEUS in due time to enable the  required services to be performed effectively;
  2. procure all necessary access for ZEUS representatives to enable the required services to be performed effectively;
  3. -if required- supply any special equipment and personnel necessary for the performance of the required services;
  4. 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 ZEUS’s  advice whether requested or not;
  5. take all necessary steps to eliminate or remedy any obstructions to or interruptions in the performance of the required services;
  6. Inform ZEUS in advance of any known hazards or dangers, actual or potential, associated with any order or samples or testing including, for example, presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or positions;
  7. fully exercise all its rights and discharge all the liabilities under the contract of sale whether or not a report or certificate has been issued by ZEUS failing which ZEUS shall be under no obligation to the Principal or other parties to the said trade.
  8. The Principal shall guarantee, hold harmless and indemnify ZEUS its officers, employees, agents or subcontractors against all claims made by any third party for loss, damage, or expense of whatsoever nature and howsoever arising relating to the performance, supported performance of non-performance of any services to the extend that the aggregate of any such claims relating to any one service exceed the limit mentioned in General Terms and Conditions F.

F. Liability

  1. ZEUS undertakes to exercise due care and skill in the performance of its services and accepts no responsibility.
  2. The liability of ZEUS in respect of any claims for loss, damage or expense of whatsoever nature and howsoever arising shall in no circumstances be levied or served on Zeus.  Zeus is not party to the trade/transaction for which the report/ certificate relates to.
  3. The limit of liability of Zeus under the General Terms and Conditions Is Nil.
  4. ZEUS shall be discharged from all liability to the Principal for all claims for loss, damage or expense.  In addition all other parties to the trade shall discharge Zeus from all liability for all claims for loss, damage or expense.
  5. Every officer, employee, agent or subcontractor of ZEUS shall have the benefit of the limitation of liability and indemnity contained in these General Terms and Conditions and so far as relates to such limitations any contract entered into by ZEUS is entered into not only on its own behalf but also as agent and trustee for every such person as aforesaid.
  6. If the requirements of the Principal necessitate the analysis of samples by the Principal’s or by any  other third party’s laboratory ZEUS will pass on the result of the analysis but without responsibility  for its accuracy. Likewise where ZEUS is only able to witness an analysis by the Principal’s or by any third party’s laboratory ZEUS will provide confirmation that the correct sample has been analysed but will not otherwise be responsible for the accuracy of any analysis or results.  Zeus take no responsibility for the results issued to Zeus by third party and/or the Principal.

G. Payment.

  1. The Principal will punctually pay not later than 30/60/90/120 days after the relevant invoice date or within such other period as may have been agreed in writing by ZEUS all proper charges rendered by ZEUS failing which interest will become due at the libor rate from the date of invoice until payment.
  2. The Principal shall not be entitled to retain or defer payment of any sums, due to ZEUS on account of any dispute, cross claim or set off which it  may allege against ZEUS.
  3. In the event of any suspension of payment arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by the Principal, ZEUS shall be entitled to suspend all further  performances of its services forthwith and without liability.
  4. In the event of ZEUS being prevented by reason of any cause whatsoever outside ZEUS’s control from performing or completing any service for which an order has been given or an agreement made, the Principal will pay to ZEUS:

    4.1. the amount of all abortive expenditure actually made or incurred;

    4.2. 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 all responsibility whatsoever for the partial non-performance of the required service.

H. ZEUS is neither an insurer nor a guarantor and disclaims all liability in such capacity. Principals seeking a guarantee against loss and/or damage should obtain proper insurance, Zeus cannot be held liable.

I. All results and data contained in e-mail or fax are valid only when supported by the original document on ZEUS’s file.  Only valid certificate of Inspection can be relied on as valid.

J. These general conditions are governed by the laws of the United Kingdom and are subject to the exclusive jurisdiction in England & Wales courts.

K. No alteration, amendment or waiver of any of these General Terms and Conditions shall have any effect unless made in writing and signed by an officer of ZEUS.  These Terms & Conditions are subject to change without prior notice.