Terms and Conditions General
1.1 Unless otherwise specifically and expressly agreed in writing by UBI Beef Inspection or by any of its affiliated companies (hereinafter called “UBI”), all services provided by UBI are governed by the following general terms and conditions of service, which prevail any purchase terms and conditions.
1.2 Services carried out by UBI, on behalf of an entity or individual from whom the instructions to act have originated (hereinafter called the “Principal”) will be carried out by using techniques and processes that permit an independent, impartial and objective approach. The end result of the Service will consist in a certificate or document (hereinafter called the “Report”) communicating the collection of information UBI has been requested to supply and will be delivered as a fax, a written document or an online report.
1.3 No other party than the Principal shall be entitled to give instructions to UBI, particularly on the scope of inspection or delivery of Report, unless so authorized by the Principal.
Provision of services
2.1 UBI in the capacity of an independent third party, supplies information in the form of ascertainment or recommendations for the special purpose of contributing to the prevention of the risks to which the beneficiaries of its services are exposed, and of helping them assure the quality of their products. UBI’s services (hereinafter called the “Services”) consist of work performed by UBI, including but not limited to:
- audit of factories ;
- pre-production inspections and quality control of the products ;
- pre-shipment inspections and quality control ;
- container loading inspections ;
- Inspections during production.
2.2 The content of the Report represents UBI’s review of facts and documents in existence at the time of performance of the Services only and within the limits of the instructions received and are solely for the benefit of the Principal which is responsible for acting as they see fit on the basis of such Report.
2.3 UBI may delegate the performance of all or part of the Services to an agent or subcontractor and the Principal authorises UBI to disclose all information necessary for such performance to the agent or subcontractor.
2.4 Principal acknowledges that UBI, by providing the Services, neither takes the place of the Principal or any third party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogates or undertakes to discharge any duty of UBI to any third party or that of any third party to UBI.
UBI’s obligations and undertakings
3.1 UBI expressly reserves the right to act at its own discretion in accepting or declining a request for service, and cannot be compelled to accept or be held liable for declining a request for services or for products:
- Falling out of its scope of activity or specialization ;
- Presenting geographical accessibility problems, such as services to be rendered or products to be found in restricted or highly remote areas ;
- Requiring UBI to obtain special permissions to operate such as governmental permissions.
3.2 UBI undertakes to supply the Services it has accepted to carry out in a professional and timely manner, in accordance with proper professional practice and in compliance with:
- The Principal’s special instructions when ordering the Service and as confirmed by UBI – the terms of reference should be duly signed by the Principal and UBI -, and in the absence of such instructions:
- Any relevant professional standard, trade custom, usage or practice ;
- Such methods as UBI shall consider appropriate on technical, operational and/or financial grounds.
3.3 UBI shall exercise due care and skill in the selection and assignment of its agents or subcontractors.
Principal’s obligations and undertakings
4.1 To take all reasonable steps to assure UBI has access to the site and materials on which Service will be based;
4.2 To provide UBI with all information and samples, as well as the documents necessary to complete requested Service, in a timely manner (and in any event not later than 48 hours prior to the desired intervention), except for generally available documents such as codes and standards, either directly or through suppliers or agents of the Principal ;
4.3 To insure that adequate instructions and notice are given to UBI in due time to facilitate proper performance for the Service requested;
4.4 To advise UBI of the date on which the Services are to commence, or to be resumed, and also of essential dates affecting the item(s) for which Services are being rendered;
4.5 Generally to render all reasonable assistance to UBI in providing necessary instructions, information, documents, safety and security information in connection with the working conditions, required equipment and access (as the case may be).
4.6 Documents reflecting engagements between the Principal and third parties or third parties’ documents – if received by UBI – are considered to be for information only and do not extend or restrict the scope of the services or obligations accepted by UBI.
Invoicing, fees and payment
5.1 Payment is expected online upon booking prior to the performance of the Service. Should payment occur after the performance of the Service (or more than 24 hours after booking for Testing), an extra 5% charge will be added to the order pricing. The value of the services described in this order is fixed in USD. All Inspections, Audits and Testing are billed together in advance or if agreed ahead of time in one monthly invoice, issued at the month-end. UBI offers 2 payment solutions
- Online payment:UBI uses Paypal as online payment solution. Orders settled online are subject to payment of Paypal payment processing fees (see Paypal conditions on www.paypal.com).
- Offline payment: Invoices can be settled offline by transfer (T/T) for an extra +5% handling fee. Monthly invoices are payable immediately upon receipt, each party bearing their own bank charges (including intermediary bank charges if client’s bank doesn’t process the transfer themselves). Late payment will incur an interest charge at 1.5% per month, or fraction thereof.
5.2 Cancellation charges: we accept cancellation until 4 pm (EDT Time) the day before the projected Inspection date. After this limit, the Services booked will be charged in full.
In the case of an Order paid online and cancelled, UBI will credit the buyer’s Credit Card account with Paypal Refund solution. For Laboratory Testing (LT) orders, cancellation is not possible once the Testing has been launched by the Laboratory.
5.3 Late Booking: for orders booked the day before the service execution date (based on EDT time), an additional express handling fee of $100 USD will apply.
5.4 In the event that UBI is being prevented from performing or completing in full requested Services, for any reason beyond its control, such as but not limited to, wrong information given by Principal (e.g. goods not ready for Inspection despite information given by Principal,…), the Principal agrees to :
5.4.1 Reimburse any expenditure, and out of pocket expenses made or incurred in relation to this Service;
5.4.2 Pay proportion of fees due for Services actually rendered and to release UBI from all responsibility for partial or non-performance of the Services.
5.5 In the event when the Inspection must be cancelled on the projected Inspection day, because of wrong information given by Principal (e.g. goods not ready for Inspection despite information given by Principal,…), the man-day will be considered spent, and UBI will charge full fee to Principal as a ‘missed Inspection’ fee.
5.6 Principal provided inspection sample(s) : If an inspection sample is provided by the Principal and shipped to an UBI office, and then must be re-forwarded by UBI to the Principal’s factory, and the shipping charge exceeds $10 USD, then the shipping fee will be automatically added to the final invoice amount.
5.7 For Laboratory Testing (LT) orders:
5.7.1 Should the quotation given online upon Order booking vary once the Product Samples are received and checked by UBI, it is agreed that:
- if the Test price increase is less than 25% or US$ 100,UBI will inform the Principal and launch the Test immediately for quicker processing
- if the Test price increase is more than 25% and US$100,UBI will seek Principal’s confirmation before launching the Test
5.7.2 The minimum charge for any Lab Test order is US$88 for standard delivery and US$108 for express.
Liability and indemnification
6.1 Limitation of liability
6.1.1 UBI is neither an insurer nor a guarantor and disclaims such capacity. Clients seeking a guarantee against loss or damage should obtain appropriate insurance. UBI is not responsible for any difference, which may occur between loading and unloading places, even if the seal which was placed on the truck/container and mentioned in the report appears intact.
6.1.2 Subject to the Principal’s instructions as accepted by UBI (as specified in the terms of reference), UBI will issue the Report relating to the facts as recorded by it within the limits of the instructions received and on the basis of the documents and information provided by the Principal (refer to #4 above), but UBI is under no obligation to report upon any facts or circumstances which are outside the specific scope of its assignment.
6.1.3 UBI advice is given only in relation to documents and information provided by the Principal, and UBI cannot be held liable if it has received incomplete or erroneous information. It is the client’s own responsibility to control the documentation or any results, submitted to him by UBI, immediately after their receipt. UBI must be informed immediately in writing, when the client has received incorrect documentation which has been issued by UBI. In case of an irreversible and/or incorrigible mistake, caused by UBI, the liability of UBI is limited to max. 1-time of the net-price of the inspection invoice in question. A claim must always be submitted to UBI within 5 working days after the date of the execution of the order.
6.1.4 In the event of false information being given to UBI by a third party, UBI accepts no liability.
6.1.5 UBI undertakes to use its best efforts and to exercise due care and skill in the performance of its Services, and accepts liability only in case of negligence proven by the Principal.
6.1.6 The Report is issued on the basis of information, documents and/or discussions provided by, or on behalf of, Principal and solely for the benefit of Principal who is responsible for acting as they see fit on the basis of such Report. Neither UBI nor any of its officers, employees, agents or subcontractors shall be liable to Principal nor any third party for any actions taken or not taken on the basis of such Report nor for any incorrect results arising from unclear, erroneous, incomplete, misleading or false information provided to UBI by, or on behalf of, the Principal.
6.1.7 UBI shall not be liable for any delayed, partial or total non-performance of the Services arising directly or indirectly from any event outside UBI’s control including failure by Principal to comply with any of its obligations hereunder.
6.1.8 UBI shall have no liability for: – for any loss, damage or expense arising from (i) a failure by Principal to comply with any of its obligations herein (ii) any actions taken or not taken on the basis of the Reports; and (iii) any incorrect Reports arising from unclear, erroneous, incomplete, misleading or false information provided to UBI; for loss of profits, loss of production, loss of business or costs incurred from business interruption, loss of revenue, loss of opportunity, loss of contracts, loss of expectation, loss of use, loss of goodwill or damage to reputation, loss of anticipated savings, cost or expenses incurred in relation to making product recall, cost or expenses incurred in mitigating loss and loss or damage arising from the claims of any third party (including without limitation product liability claims) that may be suffered by the Principal; and – any indirect or consequential loss or damage of any kind (whether or not falling within the types of loss or damage identified above).
6.2.1 The liability of UBI 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 the fee paid to UBI under the Contract.
6.2.2 The Principal shall guarantee and indemnify UBI and its servants, agents or subcontractors against all claims made by third parties for loss, damage or expense of whatsoever nature arising, relating to the performance or non-performance of any service, to the extent that the total sum of such claims exceed the limitation of liability mentioned in Article 6.2.1.
6.3 In the event of any claim, notice must be given to UBI headquarters (located at Montreal, QC, Canada. email: firstname.lastname@example.org) within seven days following discovery of the facts, or three months from the completion of the UBI Service.
Termination of services
UBI shall be entitled to automatically either terminate and/or suspend provision of services in the event that:
7.1 The Principal commits any material breach of its obligations under these terms and conditions and/or the terms of reference and (if such breach shall be capable of remedy) fails to make good such breach within ten (10) days of receipt of notice served by the Non-Defaulting Party (UBI) requiring it so to do. Material breaches include, without limitation any wilful and deliberate breach by the Principal of its obligations under clause 4 here above;
7.2 The principal is insolvent or unable to pay its debts, in suspension of payments, or convenes a meeting of or compounds with its creditors or has a receiving order made against it or (other than for the purposes of bona fide amalgamation or reconstruction) has an order made or a resolution passed for its winding up or for the appointment of an administrator to manage its affairs, business and property or has a receiver or administrative receiver appointed over any of its assets or undertaking or if UBI takes or suffers any similar or analogous action in consequence of debt.
8.1 UBI and the Principal undertake not to divulge to any third party, which is not involved in the execution of the Service, confidential information obtained from the other party regarding the execution of UBI Services.
Applicable and Governing law, Jurisdiction and settlement of dispute
9.1 Unless otherwise provided, these terms and conditions shall be governed by and construed in accordance with Montreal-Quebec Law.
9.2 All disputes or differences of any kind whatsoever between the parties in connection with or arising out of the services shall be submitted to the non-exclusive jurisdiction of the courts of Montreal-Quebec.
These terms and conditions have been drafted in English. In case of discrepancy, the English version shall be controlling for all purposes