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

You will be asked to give your express agreement to these terms and conditions before you place an order on 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 shall govern the sale and purchase of services through our website.

2. Interpretation

(a)    In these terms and conditions:

(1) "we" means SGS Société Générale de Surveillance SA, SGS Digital SA or any of the affiliated companies of SGS SA; and

(2) "you" means our customer or prospective customer,

        and "us", "our" and "your" should 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 force between you and us unless and until 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 shopping cart, and then proceed to the checkout; you must confirm your order and your consent to the terms 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 meet 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 meet your order.

4. Products

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

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

5. Prices

(a)    Our prices are quoted on our website.

(b)    We will from time to time change the prices quoted on our website, but this will not affect contracts that have previously come into force.

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

(d)    It is possible that prices on the website may be incorrectly quoted; accordingly, we will verify prices as part of our sale procedures so that the correct price will be notified to you before the contract comes into force.

(e)    In addition to the price of the products, you may have to pay a delivery charge, which will be notified to you before the contract of sale comes into force.

6. Payments

(a)    You must, during the checkout process, pay the prices of 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 to us any amount due under these terms and conditions in accordance with the provisions of these terms and conditions, then we may withhold the services ordered and/or by written notice to you at any time cancel the contract of sale for the services.

(d)    If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 7 days following the date of our written request:

(1)    an amount equal to the amount of the charge-back;

(2)    all third party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or 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 fees),

        and for the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back for the purposes of this Section 6 (b)

7. Deliverables

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

(b)    We will arrange for the deliverables to be delivered as you specified during the checkout process.

(c)    We will use reasonable endeavours to deliver your deliverables on or before the date for delivery set out in the order confirmation or, if no date is set out in the order confirmation, within 7 days following the date of the order confirmation; however, we do not guarantee delivery by this 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 agree to these terms and conditions; and

(3)    all the information that you provide to us in connection with your order is true, accurate, complete and non-misleading.

(b)    We warrant to you that:

(1)    we have the right to sell the services that you buy; and

(2)    the services you buy will correspond to any description published on our website.

(c)    All of our warranties and representations relating to the supply 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 will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

(b)    We will not be liable to you in respect of 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 in respect of any loss or corruption of any data, database or software.

10. Order cancellation

(a)  All orders are final and you may not cancel a contract for any reason whatsoever or obtain a refund after the order has been made.

(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 due to us under that contract; or

(2)    you commit any breach of that contract.

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

(1)    you cease to trade;

(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 a charge or other security interest) is appointed to manage or take control of the whole or part of your business or assets, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any 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, an amount of less than the sums owing to them in satisfaction of those sums; or

(5)    any process is instituted which could lead to you being dissolved and your assets being 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 fulfilling that contract by any event beyond our reasonable control, including without limitation any unavailability of raw materials, components or products, or any power failure, industrial dispute affecting any third party, governmental regulations, 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 Section 10:

(1)    we will cease to have any obligation to deliver the deliverables which are undelivered at the date of cancellation; and

(2)    you will continue to have an obligation where applicable to pay for services which have been performed at the date of cancellation.

12. Scope

(a)  These terms and conditions shall not constitute or effect any assignment or licence of any intellectual property rights.

(b)  These terms and conditions shall 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 publishing a new version on our website.

(b)  A revision of these terms and conditions will apply to contracts entered into at any time following the time of the revision, but will not affect contracts made 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 waivers

(a)  No breach of any provision of a contract under these terms and conditions will be waived except with the express written consent of the party not in breach.

(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 that contract.

16. Severability

(a)  If a 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 it 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)    using our website contact form; or

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

  

SGS General Conditions of Service 

1. General

(a)  Unless otherwise agreed in writing or except where they are at variance with (i) the regulations governing services performed on behalf of governments, government bodies or any other public entity or (ii) the mandatory provisions of local law, all offers or services and all resulting contractual relationship(s) between any of  the affiliated companies of SGS SA or any of their agents (each a “Company”) and Client (the “Contractual Relationship(s)”) shall be governed by these general conditions of service (hereinafter the “General Conditions”).

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

(c)  Unless the Company receives prior written instructions to the contrary from Client, no other party is entitled to give instructions, particularly on the scope of the services or the delivery of reports or certificates resulting therefrom (the “Reports of Findings”). Client hereby irrevocably authorises the Company to deliver Reports of Findings to a third party where so instructed by Client or, at its discretion, where it implicitly follows from circumstances, trade custom, usage or practice.

2. Provision of Services

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

(1) the terms of any standard order form or standard specification sheet of the Company; and/or

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

(3) such methods as the Company shall consider appropriate on technical, operational and/or financial grounds.

(b) Information stated in Reports of Findings is derived from the results of inspection or testing procedures carried out in accordance with the instructions of Client, and/or our assessment of such results on the basis of any technical standards, trade custom or practice, or other circumstances which should in our professional opinion be taken into account.

(c)  Reports of Findings issued further to the testing of samples contain the Company’s opinion on those samples only and do not express any opinion upon the lot from which the samples were drawn.

(d)  Should Client request that the Company witness any third party intervention, Client agrees that the Company’s sole responsibility is to be present at the time of the third party’s intervention and to forward the results, or confirm the occurrence, of the intervention. Client agrees that the Company is not responsible for the condition or calibration of apparatus, instruments and measuring devices used, the analysis methods applied, the qualifications, actions or omissions of third party personnel or the analysis results.

(e)  Reports of Findings issued by the Company will 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 for in clause 2(a).  The Company is under no obligation to refer to, or report upon, any facts or circumstances which are outside the specific instructions received or alternative parameters applied.

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

(g)  Should Company receive documents reflecting engagements contracted between Client and third parties or third party documents, such as copies of sale contracts, letters of credit, bills of lading, etc., they are considered to be for information only, and do not extend or restrict the scope of the services or the obligations accepted by the Company.

(h)  Client acknowledges that the Company, by providing the services, neither takes the place of Client or any third party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogates or undertakes to discharge any duty of Client to any third party or that of any third party to Client.

(i)   All samples shall be retained for a maximum of 3 months or such other shorter time period as the nature of the sample permits and then returned to Client or otherwise disposed of at the Company’s discretion after which time Company shall cease to have any responsibility for such samples. Storage of samples for more than 3 months shall incur a storage charge payable by Client. Client will be billed a handling and freight fee if samples are returned.  Special disposal charges will be billed to Client if incurred. 

3. Obligations of Client

The Client will:

(a) ensure that sufficient information, instructions and documents are given in due time (and, in any event not later than 48 hours prior to the desired intervention) to enable the required services to be performed;

(b)  procure all necessary access for the Company's representatives to the premises where the services are to be performed and take all necessary steps to eliminate or remedy any obstacles to, or interruptions in, the performance of the services;

(c)  Supply, if required, any special equipment and personnel necessary for the performance of the services;

(d)  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 the Company's advice whether required or not;

(e)  inform Company 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 poisons;

(f) Fully exercise all its rights and discharge all its liabilities under any relevant sales or other contract with a third party and at law.

4. Fees and Payment

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

(b)  Unless a shorter period is established in the invoice, Client will promptly pay not later than 30 days from the relevant invoice date or within such other period as may be established by the Company in the invoice (the “Due Date”) all fees due to the Company failing which interest will become due at a rate of 1.5% per month (or such other rate as may be established in the invoice) from the Due Date up to and including the date payment is actually received.

(c)  Client shall not be entitled to retain or defer payment of any sums due to the Company on account of any dispute, counter claim or set off which it may allege against the Company.

(d) Company may elect to bring action for the collection of unpaid fees in any court having competent jurisdiction.

(e) Client shall pay all of the Company's collection costs, including attorney's fees and related costs.

(f)  In the event any unforeseen problems or expenses arise in the course of carrying out the services the Company shall endeavour to inform Client and shall be entitled to charge additional fees to cover extra time and cost necessarily incurred to complete the services.

(g)  If the Company is unable to perform all or part of the services for any cause whatsoever outside the Company’s control including failure by Client to comply with any of its obligations provided for in clause 3 above the Company shall nevertheless be entitled to payment of:

(1) the amount of all non-refundable expenses incurred by the Company; and

(2) a proportion of the agreed fee equal to the proportion of the services actually carried out.

5. Suspension or Termination of Services

The Company shall be entitled to immediately and without liability either suspend or terminate provision of the services in the event of:

(a)  failure by the Client to comply with any of its obligations hereunder and such failure is not remedied within 10 days that notice of such failure has been notified to Client; or

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

6. Liability and Indemnification

(a) Limitation of Liability:

(1) 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.

(2) Reports of Findings are issued on the basis of information, documents and/or samples provided by, or on behalf of, Client and solely for the benefit of Client who is responsible for acting 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 Client nor any third party for any actions taken or not taken on the basis of such Reports of Findings nor for any incorrect results arising from unclear, erroneous, incomplete, misleading or false information provided to the Company.

(3) The Company shall not be liable for any delayed, partial or total non-performance of the services arising directly or indirectly from any event outside the Company’s control including failure by Client to comply with any of its obligations hereunder.

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

(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 cost of product recall. It shall further have no liability for any loss, damage or expenses arising from the claims of any third party (including, without limitation, product liability claims) that may be incurred by the Client.

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

(i)   the date of performance by the Company of the service which gives rise to the claim; or

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

(b) Indemnification: Client shall guarantee, hold harmless and indemnify 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 whatsoever nature including all legal expenses and related costs and howsoever arising relating to the performance, purported performance or non-performance, of any services.

7. Miscellaneous

(a)  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.

(b)  During the course of providing the services and for a period of one year thereafter Client shall not directly or indirectly entice, encourage or make any offer to Company’s employees to leave their employment with the Company.

(c)  Use of the Company’s corporate name or registered marks for advertising purposes is not permitted without the Company’s prior written authorisation.

8.  Governing Law, Jurisdiction and Dispute Resolution

Unless specifically agreed otherwise, all disputes arising out or in connection with Contractual Relationship(s) hereunder shall be governed by the substantive laws of Switzerland exclusive of any rules with respect to conflicts of laws and be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules. The arbitration shall take place in Paris (France) and be conducted in the English language.

Specific Terms and Conditions for Gas Oil and Fuel Oil Testing 

Specific Terms and Conditions for Gas Oil and Fuel Oil Testing can be found here .