Definitions:

“AFFILIATE” shall mean any subsidiary or holding company of any company or any other subsidiary of such holding company.

“COMPANY” shall mean the person, firm, or company named in the PURCHASE ORDER for purchase of the SERVICES (as hereinafter defined).

“COMPANY GROUP” shall mean the COMPANY, its client of any tier, its and their respective AFFILIATES, and its and their respective officers and employees (including agency personnel).

“CONTRACTOR” shall mean Barruchess Engineering LLC.

“CONTRACTOR GROUP” shall mean the CONTRACTOR, its subcontractors of any tier, its and their AFFILIATES, its and their respective officers and employees (including agency personnel).

“CONTRACT” shall mean these terms and conditions and the details of the PURCHASE ORDER, excluding the COMPANY’S terms and conditions, if any.

“PURCHASE ORDER” shall mean the COMPANY Purchase Order instructing the CONTRACTOR to carry out the SERVICES.

“SERVICES” shall mean the material, welding, and non-destructive engineering studies which can include mechanical destructive testing, procurement, site inspection, and linked services (and any other) provided under this CONTRACT.

 

Quotations:
Quotations are open for acceptance for a period of 6 months, unless agreed in writing. All minimum charges shown are to meet overhead requirements. These minimum charges would apply if (but not limited to) insufficient work being available for a shift, insufficient access or power, or any other reason beyond our control, including weather conditions and insufficient shelter. The CONTRACTOR’S quotations are based on the instructing COMPANY offering a fair description of the work to be undertaken.

 

Failure to provide complete or sufficient information prior to the work being undertaken, using the CONTRACTOR’s work from track record of previous projects or other written means, may lead to the expert engineer being unable to fulfil the COMPANY’S exact requirements. Should this be the case, full payment of the charges detailed in the applicable quote will still apply. The CONTRACTOR will not be accountable for work insufficiently completed or delayed due to this reason.

 

All welds requiring magnetic particle, dye/liquid penetrant inspection or visual inspection must not be painted and all slag (if applicable) removed prior to inspection. Failure to do so will result in the visit being rescheduled and full payment required for the cancelled visit. Welds will also need to be dry for inspection to take place and protection from the elements is the responsibility of the COMPANY.

 

Exclusions

The CONTRACTOR has not included for, and would require the COMPANY to provide provision of storage/staging area, mechanical test piece to supply the laboratories or use any extra device for material expertise such as PMI (Positive Material identification).

 

Contract:
The COMPANY will require a written PURCHASE ORDER from the COMPANY before supplying its SERVICES.

 

Payment:
The COMPANY shall make prompt payment to the CONTRACTOR, inclusive of Value Added Tax at the prevailing rate when it applies, for the SERVICES within thirty (30) days of receipt of a valid invoice. The late payment of undisputed invoices shall be subject to interest at the rate of one and a half percent (1.5%) per calendar month. If the COMPANY would like to pay the CONTRACTOR for its SERVICES using a corporate/commercial debit or credit card via the CONTRACTORS card machine, then an additional fee of 4% of the invoice total will be added to cover the associated overheads.

For COMPANIES using the SERVICES of the CONTRACTOR for the first time, no documentation shall be provided until the first invoice has been paid in full. Once this payment has been made, documentation will be released to the COMPANY, and the above payment terms shall apply for all further CONTRACTS. Please note, that payment, or intention to pay, does not mean any welds inspected or tested by the CONTRACTOR are going to be found acceptable. The CONTRACTOR will always apply the applicable acceptance criteria, on which all results given shall be based.

Cancellations:

Any cancellations to scheduled work must be done one week at 12:00pm the day before the expert start his/her schedule. If the job is cancelled after this time, the CONTRACTOR reserves the right to charge the COMPANY the full price as per the quotation, to cover its overheads.

Ownership:
The CONTRACTOR shall retain full legal and beneficial ownership of all reports and studies until payment has been received in full for the SERVICES so provided. The CONTRACTOR shall allow access to its intellectual property, such as but not limited to: copies of engineering study, qualifications plan, internal NDT and Welding Procedures proposal, technique mechanical tests sheets, tendering information and quotations, with the agreement from the COMPANY and COMPANY GROUP that this property will not be shared or copied to any other parties without the written permission of the CONTRACTOR.

 

Service to COMPANIES

The CONTRACTOR offers all COMPANIES and COMPANY GROUPS reasonable access to relevant evolution of engineering studies and achieved milestones for witnessing work performed, provided that confidentiality can be maintained to our other clients. We would require you to complete a non-disclosure agreement before communicating about any milestones achieved linked to invoicing step. The CONTRACTOR also welcomes witnessing of any work evolution or progress, as long as this does not slow the evolution of work from experts’ engineers’ duties, and/or cause any health or safety risk to both parties. Samples inspected and tested by the CONTRACTOR, and subsequently held within its subcontractor laboratory, will be kept for a period of at least one month. After this period these samples will be destroyed. Should the COMPANY wish to retain these samples for their own records, they must notify the CONTRACTOR within the one-month period.

 

Indemnities:

The CONTRACTOR shall defend, indemnify and hold harmless the COMPANY from and against all losses and claims in respect of the death of or injury to the personnel of and/or damage to or loss of the property (whether owned, leased or otherwise) of the CONTRACTOR GROUP arising out of, as a result of or in connection with the performance of this CONTRACT, whether or not caused, in whole or in part, by the negligence of the COMPANY. The COMPANY shall defend, indemnify and hold harmless the CONTRACTOR from and against all losses and claims in respect of the death of or injury to the personnel of and/or damage to or loss of the property (whether owned, leased or otherwise) of the COMPANY GROUP arising out of, as a result of or in connection with the performance of this CONTRACT, whether or not caused, in whole or in part, by the negligence of the CONTRACTOR.

 

Warranty:
All warranties contained herein are expressly in lieu of any and all other warranties, express or implied, including any implied warranty of satisfactory quality or fitness for any particular purpose. In undertaking engineering studies or other testing processes linked with its expertise, the CONTRACTOR shall provide the COMPANY with a written report, with one copy retained for the CONTRACTOR’S own records. The report will identify the characteristics of the work performed or tested and its compliance, or otherwise, with the acceptance criteria of the applicable standard. Such compliance, or otherwise, does not infer or imply suitability and/or fitness for any particular use or purpose. No other communication by the CONTRACTOR whether oral or written shall be construed as an opinion as to whether the weld or other work tested should be accepted or rejected.

 

Exclusion of consequential damages:

Neither party shall be responsible to the other for any special, indirect, or consequential damages resulting from or arising out of the performance of this contract and whether arising under contract, tort, negligence, strict liability, statutory or regulatory violation. Consequential damages are agreed to include, without limitation, loss of profits, loss or delay of production, loss of use, business interruptions, losses resulting from failure to meet other contractual commitments or deadlines and downtime of any facilities however same may be caused.

 

Limit of liability:

Notwithstanding any other provision of this CONTRACT, or at law, the CONTRACTOR’s cumulative liability to the COMPANY, irrespective of cause, including negligence, breach of contract or duty, act or omission of either party to the other for defective performance, delay, suspension and/or termination, shall be limited to the CONTRACT price.

 

Severance:
If any provision (or part of any provision of this CONTRACT) is found by a court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

 

Entire agreement:

This CONTRACT supersedes any prior oral or written communications between the parties relating to the subject matter hereof.

 

 

Law:
The construction validity and performance of this CONTRACT shall be governed by US Law.