1. Scope of Services
Qualimet will only perform those services specifically agreed to in writing and will not be responsible for any matters beyond the agreed – upon, written Scope of Work.
2. Obligation of Client
The Client will ensure that sufficient information, instructions, and documents are given in due time (and, inany event, not later than 48 hours prior to the desired intervention) to enable the required services to beperformed.
3. Standard of Care
Qualimet shall perform its services within a reasonable standard of care or skill consistent with applicable industry standards. No other warranty, expressed or implied, is made or intended by Qualimet, and all other warranties are expressly disclaimed. In the event of any breach of this warranty, Qualimet’s sole and exclusive obligation will be to correct or re-perform the deficient service or, at Qualimet’s option, to refund the amount paid for the deficient service. Warranty claims must be asserted within the lesser of fifteen (15) business days after receipt of Qualimet’s work product or five (5) business days after the purported deficiency was or could have been detected by Client.
4. Limitations of Liability
Qualimet does not assume any liability or responsibility for losses or damage, such as personal injuries and property damage, except and only to the extent directly caused by the willful or negligent misconduct of Qualimet in the course of performing the requested services. In no event shall Qualimet’s aggregate liability for any reason, in connection with any claim asserted, exceed the amount paid for the Services. Qualimet shall not be held responsible or liable for any loss, damage or delay caused by accidents, strikes, fires, floods, or other circumstances or causes beyond its control, including actions taken or not taken by Client or other third parties. In no event shall Qualimet be liable for indirect, incidental, special, punitive, or consequential damages including, without limitation, damages relating to reputation, lost business opportunities, lost profits, goodwill, downtime, overhead expenses, loss of use, business interruption, data loss or other economic loss.
The Client expressly agrees that Qualimet’s directors and employees shall have no personal liability to the Client in respect of any claim, whether in contract or in tort, or for any other cause of action whatsoever. Accordingly, the Client expressly agrees that it will bring no proceedings and take no action in any court of law against any Qualimet directors or employees in their personal capacity.
Pricing is based on Qualimet’s standard service techniques and protocols unless otherwise specifically stated. Any request for non-standard techniques or protocols in performing the services must be identified by Client and accepted by Qualimet in writing prior to commencement. All pricing is rate-based (as opposed to cost-plus) and labor rates are all-inclusive. Unless otherwise agreed to in writing, payment in full shall be made within 30 days of the date of invoice, and thereafter a late charge of 18% at an annualized rate on outstanding accounts may be charged. Qualimet reserves the right to charge for any extra time or costs that are incurred as a result of delays, cancellations, or postponements resulting from Client’s instructions, lack of instructions or mistakes for which Qualimet is not responsible. Payment for services or failure to identify any deficiencies in Qualimet’s work within fifteen (15) business days after receipt of the work shall constitute acceptance by Client of Qualimet’s work and agreement that Qualimet met all applicable contractual requirements.
6. Additional Terms Regarding Professional Services
Qualimet will be entitled to rely upon, and shall have no responsibility for, the accuracy and completeness of all records, information, data, and specifications furnished by Client, consultants and other subcontractors hired by Client, government authorities, public utilities and manufacturers and suppliers of equipment, material, or supplies. Qualimet shall not have any responsibility for defects or limitations in any equipment, material or supplies specified or recommended to Client.
Client shall guarantee, hold harmless and indemnify Qualimet and its officers, employees, agents, or subcontractors against all claims (actual or threatened) by any third party for loss, damage or expense of whatsoever nature including all legal expenses on a solicitor and his own client basis and related costs and howsoever arising relating to the performance, purported performance or non-performance, of any services.
8. Governing Law, Jurisdiction and Dispute Resolution
All disputes arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of Alberta exclusive of any rules with respect to conflicts of laws. All those disputes shall be submitted to the exclusive jurisdiction of the competent courts of the location of the registered offices of Qualimet.
9. No Right of Off-Set
The Client shall not be entitled, for any cause or reason whatsoever, to compensate and/or off-set, in whole or in part, sums of money due by it to Qualimet against claims which it has or may claim to have against Qualimet, for any cause or reason whatsoever. Each order placed by the Client with Qualimet constitutes a separate and distinct contract of sale such that the Client may not, under any circumstances, withhold the payment of an invoice in whole or in part, to offset same against sums which claims are due to it by Qualimet in respect of another order or invoice.
10. Impartiality Statement
Qualimet, its employees, and contractors understand the importance of impartiality and the consideration of any potential conflict of interests in carrying out testing activities. Personnel performing lab testing are authorized and supported by management to perform their tasks and reporting all findings impartially without fear of reprisal. Qualimet’s processes and procedures are designed and reviewed regularly to identify and eliminate potential prejudice, bias or conflict of interest and ensure objectivity throughout testing and reporting.
11. Confidentiality Statement
Qualimet hereby undertakes to treat as confidential all and any information that it receives for the purpose of preparation and evaluation of proposals, preparing, testing, and evaluating your samples, and not to disclose this information to any third party, not to make it publicly available or accessible in any way, except with the prior written consent of the company or their authorized representative. All confidential documentation provided for proposal purposes will be deleted or destroyed upon written request.
12. General Provisions
Client and Qualimet are independent contractors. The Agreement constitutes the final written expression of all of the agreements between the parties with respect to the subject matter herein, and supersedes all understandings and negotiations concerning the matters specified herein. Each of the parties shall at the request of the other without cost or expense execute and deliver any further documents and do all acts and things as reasonably required to carry out the intent of this Agreement. No failure or delay by a party in exercising any right, power or privilege shall operate as a waiver thereof.
If any one or more provisions of these General 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.
During the course of providing the services and for a period of one (1) year thereafter, Client shall not directly or indirectly entice, encourage, or make any offer to Qualimet’s employees to leave their employment with Qualimet.
Use of Qualimet’s corporate name or registered marks for advertising purposes is not permitted without Qualimet’s prior written authorization.