The sale and purchase of services through our website will be governed by the SGS Terms of Service supplemented by the SGS Digital Terms of Sale and the General Terms and Conditions (collectively the “Terms of Use”). In the event of any conflict, the Specific Terms shall prevail.

You will be asked to give your express agreement to these terms and conditions before ordering from our website.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE WEBSITE OR SERVICES.

SGS DIGITAL TERMS AND CONDITIONS OF SALE

1. Introduction

(a) These terms and conditions will govern the sale and purchase of services through our website.

2. Interpretation

(a) In these general conditions:

(1) “we” means SGS Société Générale de Surveillance SA, SGS Digital SA or one of SGS SA’s affiliates; And

(2) “you” means our client or potential client,

and “we”, “our” and “your” shall be construed accordingly.

3. Order process

(a) The advertising of products on our website constitutes an “invitation to treat” rather than a contractual offer.

(b) No contract will come into existence between you and us unless we accept your order in accordance with the procedure set out in this Section 3.

(c) To enter into a contract through our website to purchase products from us, the following steps must be taken: you must add the products you wish to purchase to your basket and then proceed to checkout; you must confirm your order and your consent to the terms and conditions of this document; you will be transferred to our payment service provider's website and our payment service provider will handle your payment; we will then send you an initial acknowledgement; and once we have checked whether we are able to fulfil your order, we will either send you an order confirmation (at which point your order will become a binding contract) or we will confirm by email that we are unable to fulfil your order.

4. Products

(a) The following types of services are or may be available on our website from time to time: NGO Certification; Transparency-One Subscription

(b) We may change the services available on our website from time to time, and we do not undertake to continue to provide any particular service or type of service.

5. Price

(a) Our prices are listed on our website.

(b) We will change the prices shown on our website from time to time, but this will not affect any contracts entered into previously.

(c) All amounts stated in these terms and conditions or on our website are stated to be exclusive of VAT.

(d) It is possible that prices on the Website may be incorrectly quoted; accordingly, we will check prices as part of our sales procedures so that the correct price is notified to you before the Contract comes into existence.

(e) In addition to the price of the Products, you may have to pay delivery charges which will be notified to you before the sale contract comes into effect.

6. Payments

(a) During the checkout process, you must pay the prices for the services you order.

(b) Payments may be made by any of the permitted methods specified on our website from time to time.

(c) If you fail to pay us any amount due under these terms and conditions in accordance with the provisions of these terms and conditions, then we may refuse the Services ordered and/or by written notice at any time cancel the contract of sale for the Services.

(d) If you make any unjustified credit card, debit card or other charges, you will be required to pay us, within 7 days of the date of our written request:

(1) an amount equal to the amount of the return charge;

(2) any third party expenses incurred by us in connection with the reimbursement of fees (including fees made by our bank, your payment processor or your card issuer);

(3) an administration fee of EUR 25.00 excluding VAT; And

(4) all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this Section 6.4 (including without limitation legal fees and debt collection costs),

and for the avoidance of doubt, if you do not recognise or remember the source of an entry on your card statement or other financial statement and you make a charge declaration as a result, this will constitute an unjustified back charge for the purposes of this Section 6(b)

7. Deliverables

(a) Our policies and procedures relating to Deliverables are set out in this Section 7.

(b) We will arrange for delivery of the Deliverables as you have indicated during the checkout process.

(c) We will use reasonable endeavours to deliver your Deliverable Products on or before the delivery date set out in the Order Confirmation or, if no date is set out in the Order Confirmation, within 7 days of the date of the Order Confirmation; however, we do not guarantee delivery before that date.

8. Warranties and Representations

(a) You warrant and represent to us that:

(1) you are legally capable of entering into binding contracts;

(2) you have full authority, power and capacity to enter into these Terms and Conditions; and

(3) all information you provide to us in connection with your order is true, accurate, complete and not misleading.

(b) We justify to you that:

(1) we have the right to sell the services you purchase; And

(2) the services you purchase match any description published on our website.

(c) All our warranties and representations relating to the provision of services are set out in these terms and conditions. To the maximum extent permitted by applicable law, all other warranties and representations are expressly excluded.

9. Exclusions of liability

(a) We are not liable to you for any loss arising from any event or occurrence beyond our reasonable control.

(b) We will not be liable to you for any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

(c) We will not be liable to you for any loss or corruption of data, databases or software.

10. Cancellation of order

(a) All orders are final and you cannot cancel a contract for any reason or obtain a refund once the order has been placed.

(b) However, we may cancel a contract under these terms and conditions immediately, by giving you written notice of termination, if:

(1) you fail to pay, on time and in full, any amount owed to us under this Agreement; or

(2) you commit any breach of this Agreement.

(c) We may cancel a contract under these terms and conditions by written notice to you if:

(1) you cease trading;

(2) you become insolvent or unable to pay your debts within the meaning of the insolvency legislation applicable to you;

(3) a person (including the holder of an office or other security interest) is appointed to manage or take control of all or part of your business or assets, or notice of intention to appoint such a person is given or documents relating to such an appointment are filed with a court;

(4) the ability of your creditors to take any action to enforce their debts is suspended, restricted or prevented, or some or all of your creditors accept, by agreement or pursuant to a court order, less than the amounts owed to them in satisfaction of those amounts; or

(5) any process is put in place which could lead to you being dissolved and your assets distributed to your creditors, shareholders or other contributors.

(d) We may cancel a contract under these terms and conditions by written notice to you if we are prevented from performing that contract by any event outside our reasonable control, including without limitation any unavailability of raw materials, components or products, or any power failure, industrial dispute affecting any third party, government regulation, fire, flood, disaster, riot, terrorist attack or war.

11. Consequences of order cancellation

(a) If a contract under these terms and conditions is cancelled in accordance with clause 10:

(1) we will cease all obligation to deliver any deliverables that are not delivered by the cancellation date; and

(2) you continue to have the obligation, if any, to pay for services that have been performed as of the cancellation date.

12. Scope

(a) These Terms and Conditions do not constitute or affect the grant or license of any intellectual property rights.

(b) These Terms and Conditions do not govern the licensing of works (including software and literary works).

13. Variation

(a) We may revise these terms and conditions from time to time by posting a new version on our website.

(b) A revision of these terms and conditions will apply to contracts entered into at any time after the revision but will not affect contracts entered into before the time of the revision.

14. Assignment

(a) You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

(b) You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

15. No exceptions

(a) No breach of any provision of a contract under these terms and conditions shall be waived except with the express written consent of the non-breaching party.

(b) No waiver of any breach of any provision of a contract under these terms and conditions shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of this contract.

16. Severity

(a) If any provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

(b) If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of these terms and conditions were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

17. Third party rights

(a) A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

(b) The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party.

18. Our details

(a) This website is owned and operated by SGS, Société Générale de Surveillance SA 

(b) We are registered in Switzerland and our registered office is at 1, Place des Alpes - CH 1211 Geneva 1 

(c) You can contact us:

(1) by using our contact form on the Website; Or

(2) by email, to online.services@sgs.com.

 

 

SGS GENERAL TERMS OF SERVICE

1. General

(a) Unless otherwise agreed in writing or except where they are in conflict with (i) regulations governing services performed on behalf of governments, government agencies or any other public entity or (ii) mandatory provisions of local law, all offers or services and all resulting contractual relationships between any of SGS SA's affiliates or any of their agents (each a "Company") and the Client (the "Contractual Relationships"), shall be governed by these general terms of service (hereinafter the "General Terms").

(b) The Company may perform services for persons or entities (private, public or governmental) who issue instructions (hereinafter, the “Client”).

(c) Unless the Company receives prior written instructions to the contrary from the Client, no other party is entitled to give any instructions, in particular on the scope of the services or the delivery of any reports or certificates resulting therefrom (the “Reports of Findings”). The Client irrevocably authorises the Company to provide Reports of Findings to a third party when instructed by the Client or, at its discretion, when it follows implied circumstances, trade customs, usage or practice.

2. Provision of services

(a) The Company will provide Services using reasonable care and skill and in accordance with the Client's specific instructions as confirmed by the Company or, in the absence of such instructions:

(1) the terms and conditions of any of the Company's standard order forms or standard specification sheets; and/or

(2) any relevant custom, usage or trade practice; and/or

(3) methods as the Company deems appropriate for technical, operational and/or financial reasons.

(b) The information set out in the findings reports is derived from the results of inspections or test procedures carried out in accordance with the Client's instructions, and/or from our evaluation of those results based on any technical standards, custom or trade practice, or other circumstances which, in our professional opinion, should be taken into account.

(c) The reports of findings issued following the analysis of the samples contain only the Company's opinion on these samples and do not express any opinion on the lot from which the samples were taken.

(d) If the Customer requests the Company to attend any third party intervention, the Customer agrees that the Company’s sole responsibility is to be present at the time of the third party intervention and to report the results of, or confirm the occurrence of, the intervention. The Customer agrees that the Company is not responsible for the condition or calibration of the measuring devices, instruments and devices used, the analytical methods applied, the qualifications, actions or omissions of third party personnel or the analytical results.

e The reports of findings issued by the Company 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 in Article 2(a). The Company has no obligation to refer to facts or circumstances which are not outside the specific instructions received or the alternative parameters applied.

(f) The Company may delegate the performance of all or part of the Services to an agent or subcontractor and the Client authorises the Company to disclose to the agent or subcontractor all information necessary for such performance.

(g) If the Company receives documents reflecting commitments entered into between the Client and third parties or third party documents, such as copies of sales contracts, letters of credit, lading invoices, etc., they are considered as information only, and do not extend or limit the scope of the services or the obligations accepted by the Company.

(h) The Client acknowledges that the Company, in providing the Services, neither takes the place of the Client nor any third party, nor releases them from any of their obligations, nor assumes, abrogates, repeals or undertakes to discharge any obligation of the Client towards a third party or that of a third party towards the Client.

(i) All samples shall be retained for a maximum period of 3 months or such shorter period as the nature of the sample permits and then returned to the Customer or otherwise disposed of at the Company’s discretion after which the Company shall cease all liability for such samples. Storage of samples for more than 3 months shall be duly paid by the Customer. Handling and freight charges will be charged to the Customer if the samples are returned. Special disposal charges will be charged to the Customer if incurred.

3. Customer Obligations

The customer :

(a) ensure that information, instructions and documents are provided in time and place (and, in any event, no later than 48 hours before the desired intervention) to enable the provision of the required services;

(b) obtain all necessary access for the Company's representatives to the premises where the Services are to be performed and take all necessary measures to remove or remedy any obstacle to the performance of the Services or any interruption of such Services;

(c) Provide, where applicable, any special equipment and personnel necessary for the performance of the services;

d ensure that all necessary measures are taken for the safety of working conditions, sites and facilities during the performance of the Services and will not rely, in this regard, on the advice of the Company, whether required or not;

(e) inform the Company in advance of any known hazards or dangers, actual or potential, associated with any order, samples or tests, including, for example, the presence or risk of radiation, toxic or harmful or explosive elements or materials, environmental pollution or poisons;

(f) Fully exercise all of its rights and discharge all of its responsibilities under any sale or other contract in force with a third party and at law.

4. Fees and payment

(a) Fees not established between the Company and the Client at the time the order is placed or a contract is negotiated will be fixed at the Company's standard rates (which are subject to change) and all applicable taxes will be payable by the Client.

(b) Unless a shorter period is set out in the invoice, the Customer shall pay promptly and not later than 30 days from the relevant invoice date or within such other periods as may be set out by the Company in the invoice (the "Due Date") all charges due to the Company's default, interest on which shall be payable at a rate of 1.5% per month (or such other rate as may be set out in the invoice) from the Due Date until and including the date payment is actually received.

(c) The Customer shall not be entitled to withhold or defer payment of any amounts due to the Company by reason of any dispute, counter-claim or litigation which it may have against the Company.

(d) The Company may take action for the collection of unpaid fees in any court of competent jurisdiction.

(e) Customer shall pay all of Company's costs of collection, including attorneys' fees and related expenses.

(f) In the event of any unforeseen problems or expenses during the provision of the Services, the Company shall endeavour to inform the Client and shall be entitled to charge additional fees to cover the additional time and costs necessarily incurred to complete the Services.

(g) If the Company is unable to perform all or part of the Services for any reason beyond the Company's control, including the failure of the Customer to comply with any of its obligations under clause 3 above, the Company shall nevertheless be entitled to payment of:

(1) the amount of all non-reimbursable expenses incurred by the Company; And

(2) a proportion of the agreed fees equal to the proportion of services actually performed.

5. Suspension or termination of services

The Company has the right to immediately and without liability suspend or terminate the provision of the Services in the event of:

(a) the Customer's failure to comply with any of its obligations within 10 days and to remedy the failure within 10 days of notifying the Customer of such failure; or

(b) any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by the Customer.

6. Liability and compensation

(a) Limitation of Liability:

(1) The Company is neither an insurer nor a guarantor and disclaims all liability in this respect. Customers wishing to obtain cover against loss or damage should obtain appropriate insurance.

(2) Reports of findings are issued on the basis of information, documents and/or samples provided by or on behalf of the Client and solely for the benefit of the Client who is instructed to act as it sees fit on the basis of such reports of findings. Neither the Company nor any of its officers, employees, agents or subcontractors shall be liable to the Client or any third party for any action taken or not taken on the basis of such reports of findings, nor for any incorrect results resulting from unclear, erroneous, incomplete, misleading or false information provided to the Company.

(3) The Company shall not be liable for any delay, partial or total non-performance of the services resulting directly or indirectly from any event beyond the Company's control, including the Client's failure to comply with any of its obligations under the law.

(4) The Company's liability in respect of any claim for loss, damage or expense of whatever nature and howsoever arising shall in no event exceed a total aggregate sum equal to 10 times the amount of the fees paid in respect of the specific service giving rise to such claim or US$20,000 (or its equivalent in local currency), whichever is the lower.

(5) The Company shall have no liability for any indirect or consequential loss, including without limitation loss of profits, loss of business, loss of opportunity, loss of goodwill and the cost of product recall. It shall further not be liable for any loss, damage or expense arising from any third party claims (including without limitation product liability claims) which may be incurred by the Customer.

(6) In the event of a claim, the Customer must give written notice to the Company within 30 days of discovery of the facts alleged to justify such claim and, in any event, the Company shall be discharged from all liability for all claims for loss, damage or expense, unless the action is brought within one year from:

(i) the date of performance by the Company of the service giving rise to the claim; Or

(ii) the date by which the service should have been completed in the event of alleged non-performance.

(b) Indemnity: The Client shall indemnify, hold harmless and hold harmless the Company and its officers, employees, agents or subcontractors against all claims (actual or threatened) by any third party for loss, damage or expense of any nature whatsoever, including all legal expenses and related costs and any other amounts arising out of the performance, purported performance or non-performance of any service.

7. Miscellaneous

(a) If any provision or provisions of these Terms and Conditions 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 provision of the Services and for a period of one year thereafter, the Client shall not induce, encourage or make any offer to the Company's employees to leave their employment with the Company.

(c) The use of the Company's name or registered trademarks for advertising purposes is not permitted without the prior written permission of the Company.

8. Governing Law, Jurisdiction and Dispute Resolution

Unless otherwise agreed, all disputes arising out of or in connection with the contractual relationships hereunder shall be governed by the substantive laws of Switzerland, excluding any rules regarding conflicts of laws, and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the rules then in force. The arbitration shall take place in Australia and shall be conducted in the English language.

 

SPECIFIC GENERAL CONDITIONS FOR DIESEL AND FUEL OIL TESTS

Specific general conditions for diesel and fuel oil testing can be found here .