”AMC” is the Surveyor/Consultant/Project Manager trading under these conditions.
”Client” is the party at whose request or on whose behalf AMC undertakes to carry out tasks such as investigation, surveys, measurements, checking, planning, design, development, supervision, or other similar tasks.
”Report” means any report or statement supplied by the AMC in connection with instructions received from the Client.
”Disbursements” means the cost of all reasonable photography, reproduction of drawings, diagrams, sketches and printing, duplicating and, where applicable, electronic transmission fees, and all reasonable and appropriate expenses including travel, refreshments and hotel accommodation where an overnight stay is necessary.
” Fees” means the fees charged by AMC to the Client and including any value added tax where applicable and any Disbursements
AMC provides its services solely in accordance with these terms and conditions.
The Client will set out in writing the services which it requires the AMC to provide. AMC will confirm in writing that it accepts those instructions alternatively what services it will perform in connection with the Client’s instructions. Once the AMC and the Client have agreed what services are to be performed any subsequent changes or additions must be agreed by both parties in writing.
4. Payment Terms
The Client shall pay AMC’s Fees punctually in accordance with these Conditions and in any event not later than 21 days following the relevant invoice date, or in such other manner as may have been agreed in writing between the parties. Client shall pay interest on overdue payments from the maturity date until the actual date of payment at the rate of one and one quarter percent (1,25%) pe month, compounded annually. Client shall pay AMC all costs related to the collection of overdue amounts, including reasonable attorneys’ fees.
5. Obligations and Responsibilities
(a) Client. The Client undertakes to ensure that full instructions are given to the AMC and are provided in sufficient time to enable the required services to be performed effectively and efficiently and to procure all necessary access for AMC to goods, premises, vessels, installations and transport and to ensure that all appropriate safety measures are taken to provide safe and secure working conditions. AMC shall not be liable for the consequences of late, incomplete, inadequate, inaccurate or ambiguous instructions.
(b) AMC. AMC shall use reasonable care and skill in the performance of the services in accordance with sound marine surveying/consulting practice.
(c) Reporting. AMC shall submit a final written Report to the Client following completion of the agreed services describing AMC’s findings and the condition and/or quality of the object and/or purpose of the assignment, unless otherwise expressly instructed by the Client not to do so.
(d) Confidentiality. AMC undertakes not to disclose any information provided in confidence by the Client to any third party and will not permit access to such information by any third party unless the Client expressly grants permission save where required to do so by an order of a competent court of law.
(e) Property. The right of ownership in respect of all original work created by AMC remains the property of the AMC.
(f) Conflict of Interest/Qualification. AMC shall promptly notify the Client of any matter including conflict of interest or lack of suitable qualifications and experience, which would render it undesirable for AMC to continue its involvement with the appointment. The Client shall be responsible for payment of the AMC’s Fees up to the date of notification.
(a) Without prejudice to Clause 7, AMC shall be under no liability whatsoever to the Client
for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect and howsoever arising UNLESS same is proved to have resulted solely from the negligence, gross negligence or wilful default of AMC or any of its employees or agents or sub-contractors
(b) In the event that the Client proves that the loss, damage, delay or expense was caused by the negligence, gross negligence or wilful default of AMC aforesaid, then, save where loss, damage, delay or expense has resulted from AMC’s personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result, AMC’s liability for each incident or series of incidents giving rise to a claim or claims shall never exceed AMC’s charges or EUR 10,000 whichever is the greater. AMC shall not be liable for loss of or damage to equipment and other items placed at its disposal by or on behalf of the Client however such loss or damage occurs.
Except to the extent and solely for the amount therein set out that AMC would be liable under Clause 6, the Client hereby undertakes to keep AMC and its employees, agents and sub-contractors indemnified and harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against AMC and its employees, agents and sub-contractors or incurred or suffered by AMC and its employees, agents and sub-contractors, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis) which AMC may suffer or incur (either directly or indirectly) in the course of the services under these Conditions.
8. Force Majeure
Neither AMC nor the Client shall, except as otherwise provided in these Conditions, be responsible for any loss, damage, delay or failure in performance hereunder arising or resulting from act of God, act of war, seizure under legal process, quarantine restrictions, strikes, boycotts, lockouts, riots, civil commotions and arrest or restraint of princes, rulers or people.
AMC shall effect and maintain, at no cost to the Client, Professional Liability Insurance for such loss and damage for which AMC may be held liable to the Client under these terms and conditions.
10. AMC’s Right to Sub-contract
AMC shall have the right to sub-contract any of the services provided under the Conditions, subject to the Client’s right to object on reasonable grounds.
11. Time Bar
Any claims against AMC by the Client shall be deemed to be waived and absolutely time barred upon the expiry of one year from the submission date of the Report to the Client, or from the date task performed ended.
12. Jurisdiction and Law
These Conditions shall be governed by and construed in accordance with the Finnish laws and any dispute shall be subject to the exclusive jurisdiction of the Helsinki District Court.