General Terms & Conditions

Unless otherwise specifically agreed in writing, AGNEXT Technologies Pvt. Ltd. (each hereinafter called the "Company") undertakes to provide its services to its clients in accordance with these general terms and conditions (hereinafter called "General Conditions") and accordingly all offers or tenders of service are made subject to the same.

All resulting contracts, agreements or other arrangements (hereinafter called as Agreements) with the client for any services specified in this General Terms & Conditions will in all respects be governed by these General Terms & 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 conditions, and in such case the said local law shall prevail wherever, but only to the extent that, it is at variance with these General Terms & Conditions.

The Company is a business enterprise engaged in the field of inspection and testing. And in this capacity, it:

• Carries out inspections, verifications, examinations, tests, samplings, measurements and similar operations in accordance with applicable standards.
• Issues reports and certificates relating to the aforesaid operations, based on objective and professional judgment;
• Renders advisory and consultancy services in connection with these areas of expertise;
• Supports clients in meeting statutory, regulatory, and contractual obligations by offering reliable data and expert insights.

The Company provides its services exclusively to the Companies, persons or bodies from which the instructions to act have originated (hereinafter called the "Client"). No other party is entitled to give instructions, particularly regarding the scope of inspection or testing or delivery of report or certificates unless the Company is expressly authorized to do so by the Client.

Notwithstanding the foregoing, the Company will however be deemed irrevocably authorized by the Client to deliver at its discretion the report or certificate to a third party where so instructed by the Client, or when the promise in this sense had been given to this third party or when such a promise implicitly follows from circumstances, trade custom, usage or practice.

The Company will provide services in accordance with:

• the Client's specific instructions as formally confirmed by the Company;
• the terms of the Company's standard order form and/or standard specification sheet, if used;
• any relevant trade custom, usage or practice;
• any such methods as the Company shall consider suitable on ethical, operational and/or financial grounds.

Documents reflecting engagements contracted between the Client and third parties, such as copies of contracts of sale, letters of credit, bills of lading, etc., are (if received by the Company), the same shall be considered to be for information only, the receipt of such documents shall neither extend nor restrict the Company's mission, obligations or the definition of scope of services unless otherwise expressly agreed in writing.

The Company's standard services include, but are not limited to the following:

Quality/Quantity Inspection/Assessment of Consignment, Sampling, Weighment, Dispatch Supervision, Container Stuffing Supervision, Rake Loading/Unloading Supervision, Procurement Inspection, Warehouse/Stock Management and Verification of Quality and Quantity.

Special services where the same exceed the scope of standard services as referred to in paragraph 6, will only be undertaken by the Company by particular arrangement and mutual agreement between the Company and the Client. Such special services may include, but are not limited to:

• complex quantitative and/or qualitative inspections beyond the routine parameters;
• grouped or bundled services including concurrent and consequent operations;
• supervision and management of comprehensive industrial project schemes, including consulting, expediting and progress reporting.

Subject to the Client's instructions, as accepted by the Company, the Company shall issue reports and certificates of inspection which reflect its findings and professional opinions made with due care and within the limitation of instructions received, but the Company is under no obligation to refer to or report upon any facts or circumstances which are beyond the specific scope of instructions received.

The Client will:

• Ensure that it gives clear instructions along with sufficient information in due time to enable the Company to perform required services effectively.
• Procure all necessary access for the Company's representatives to goods, premises, installations and transport in order to enable the required services to be performed effectively;
• Supply, if required, any special instrument/equipment and personnel necessary for the performance of the required services;
• Ensure to take all necessary measures and precautions with respect to safety and security of working conditions, sites and installations during the performance of services. The Client shall not rely on the Company's advice in this regard, whether such advice is requested or offered;
• Take all necessary steps to eliminate or remedy any obstruction or interruption in the performance of the required services;
• Inform the Company in advance of any known hazards or dangers associated with any order, sample, or testing. This includes, but is not limited to, risks related to presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or poisonous elements.
• Fully exercise all its rights and discharge all its liabilities under any relevant contract of sale or any other contract with a third party whether or not a report or certificate has been issued by the Company, failing which the Company shall be under no obligation to the Client.

The Company reserves the right to delegate the performance of the whole or any part of the services contracted for with the Client to any agent, affiliate or subcontractor.

If the requirements of the Client involve the analysis of samples by the Client's laboratory or by any third party's laboratory, the Company will pass on the result of the analysis but without responsibility for its accuracy or reliability of the report.

Likewise, where the Company is only able to witness an analysis by the Client's laboratory or by any third party's laboratory, the Company will provide confirmation only to the extent that the correct sample has been analyzed but will not otherwise be responsible for the accuracy, completeness or interruption of any analysis or its results.

The Company undertakes to exercise performance of its services with due care and skill and shall accept responsibility only in cases of proven negligence. In all circumstances the total aggregate liability of the Company to the Client in respect of any claims or loss, damage or expense of whatsoever nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to 5 (five) times the amount of the fee or commission payable in respect of the specific service required under the particular contract which gives rise to such claims, provided, however, that the Company shall have no liability for any indirect, special or consequential loss including loss of profits.

Where the fee or commission payable relates to a number of services and a claim arises in respect of one of those services, the fee or commission shall be apportioned for the purposes of this paragraph by reference to the estimated time involved in the performance of such service solely for the purposes of calculating the Company's maximum liability under this clause.

The Company shall be discharged from all liability for all claims for loss, damage or expense unless suit is brought within three months after the date of the performance by the Company of the specific service which gives rise to the claim or in the event of any alleged non-performance within one year of the date when such service should have been completed.

The Client acknowledges that the Company does not, either by entering into a contract or by performing service, assume, abridge, abrogate or undertake to discharge any duty of the Client to any other person.

The Company is neither an insurer nor a guarantor and disclaims all liability in such capacity. Clients seeking a guarantee against loss or damage should obtain appropriate insurance.

The Client shall guarantee, hold harmless and indemnify the Company and its CXO's, employees, servants, officers, agents or subcontractors against all claims made by any third party for loss, damage or expense of whatsoever nature including reasonable legal expenses and howsoever arising relating to the performance, purported performance or non-performance, of any services to the extent that the aggregate of any such claims relating to any one service exceed the limit mentioned in paragraph 12.

In the event that any unforeseen problem or expenditure arises in the course of carrying out any of the services, the Company shall be entitled to an additional charge to cover additional time and cost necessarily incurred to complete the services.

If the Company is unable to perform all or part of the service because of lack of access or availability of goods or undue postponement or delay, the Company shall be entitled to a delay charge and to reimbursement of any non-refundable expense incurred by the Company.

The Client shall punctually pay not later than 30 days after the relevant invoice date or within such other period as may have been agreed in writing by the Company.

All charges rendered by the Company failing which interest will become due at the rate of 12 percent per annum from the date of invoice until payment. The Client shall not be entitled to retain or defer payment of any sums due to the Company on account of dispute, cross claim or set off which it may allege against the Company. The Client shall also pay all of the Company's cost of collecting any amounts owed to the Company, including attorney's fees and court costs.

In the event of any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by the Client, the Company shall be entitled to suspend or, at its option, terminate all further services forthwith and without liability.

In the event of the Company being prevented by reason of any cause whatsoever outside the Company's control from performing or completing any service for which an order has been given or agreement made, the Client will pay to the Company:

• The amount of all abortive expenditure actually made or incurred;
• A proportion of the agreed fee or commission equal to the proportion (if any) of the services actually carried out;

and the Company shall be relieved of all responsibility whatsoever for the partial or total non-performance of the required service.

These General Conditions shall be governed and construed in accordance with the substantive laws of the place where the Company renders services and issues reports or certificates, exclusive of any rules with respect to conflicts of laws. All disputes arising in connection with these General Conditions shall be finally settled by recourse to arbitration under the rules of conciliation and arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules. Unless otherwise agreed, the arbitration shall take place in the English language at the place where the Company renders services and issues reports or certificates.

Both the Company and the Client shall treat as strictly confidential all information, documentation, reports, analyses, data, samples, methodologies, trade secrets, and business-related information received or generated in connection with the performance of services ("Confidential Information"). Confidential Information includes but is not limited to business strategies, financial data, client information and any other non-public data. Neither party shall disclose any Confidential Information to any third party without the prior written consent of the other party, except:

• as required by applicable law or regulatory authority;
• where necessary to carry out the services under these General Conditions;
• to legal or financial advisors bound by confidentiality obligations; or
• where such information is already in the public domain through no breach of these General Conditions.

In the event of a breach of confidentiality, the violating party shall be liable for any damages incurred.

Both parties shall act in good faith and shall not seek to influence, interfere with, or compromise the objectivity, independence, or impartiality of the other party in the performance of their respective obligations.

• The Company shall maintain independence in its inspections, analyses, testing, and reporting, ensuring objectivity and the absence of bias.
• The Client shall not attempt to influence or direct any findings, conclusions, or methods used by the Company in a way that compromises the integrity of the services.

Both parties shall promptly disclose to each other any actual or potential conflict of interest that may affect the execution of services. The parties shall work cooperatively to mitigate such conflict, including reassigning personnel or modifying scope, if necessary.

Any violation of impartiality may result in corrective measures including termination of the agreement/contract or legal remedies.