General Conditions of Service — SGS Iran

1. General

a) Except as otherwise agreed and subject to the provisions below, which may be amended, all service proposals and any resulting contractual relationships between SGS Iran or any of its representatives (each a "Company") and the client (the "Contractual Relationship") are governed by these General Conditions of Service (hereinafter the "General Conditions"):

• 1. Regulations governing services performed on behalf of governments, government agencies, or any other legal entity.
• 2. Mandatory provisions of local law.

b) The Company may provide the relevant services to natural or legal persons (private, public, or governmental) by issuing the relevant instructions (the recipient of the services hereinafter referred to as the "Client").

c) No authority may, and is not permitted to, issue instructions, particularly regarding the scope of services or the delivery of resulting reports or certificates ("Findings Reports"), unless the Company has received written instructions to the contrary from the Client. The Client hereby irrevocably authorizes the Company to deliver Findings Reports to a third party where the Client has so instructed, or where the Company, in its judgment, considers this to be implicitly required by the circumstances, trade custom, usage, or trade practice.

2. Terms and Conditions of Services

a) The Company shall perform the services using reasonable skill and care, based on the Client's specific instructions as confirmed by the Company, or, in the absence of such instructions, on the basis of the following:

• 1. The terms of any relevant standard order form or standard specification sheet of the Company.
• 2. Any relevant trade custom, usage, or practice.
• 3. Methods which the Company deems appropriate, having regard to relevant technical, operational, or financial considerations.

b) The information contained in Findings Reports is derived from the results of inspection or test methods carried out based on the Client's instructions, or from our evaluation of such results based on any technical standard, trade custom, practice, or other criteria that should be taken into account in our professional opinion.

c) Findings Reports issued following the testing of samples reflect solely the Company's opinion with respect to those samples, and do not constitute a statement regarding the origin of the material from which the samples were taken.

d) If the Client requests the Company to monitor a third party's action, the Client agrees that the Company's sole responsibility is to be present at the time of that third party's action and to report or confirm the results of that action. The Client agrees that the Company bears no responsibility for the condition or calibration of measuring instruments or the analytical methods used, the competence or performance (or lack thereof) of third-party personnel, or the results of any analyses.

e) Findings Reports issued by the Company reflect solely the facts recorded by the Company at the time of its action, within the scope of the instructions received or, in the absence of instructions, within the scope of the alternative parameters applied under Article 2(a). The Company has no duty to note or report any facts or circumstances outside the scope of the instructions received and the alternative parameters applied.

f) The Company may subcontract the whole or any part of the performance of the services to an agent or subcontractor, and the Client authorizes the Company to disclose the necessary information to such agent or subcontractor in such cases.

g) Where the Company receives documents evidencing the existence of an agreement between the Client and third parties, or third-party documents such as a copy of a sales contract, letter of credit, bill of lading, etc., such documents shall be treated as information only and shall not limit or extend the scope of the services or obligations accepted by the Company.

h) The Client acknowledges that, by providing the services, the Company does not assume the position of the Client or of any other third party, does not relieve them of their obligations, and does not bind, limit, or commit itself to any duty owed by the Client to a third party, or by any third party to the Client.

i) The Company shall retain all samples received for a maximum of three months, or a shorter period depending on the nature of the sample, after which it shall return them to the Client or dispose of them at its discretion. After this three-month period, the Company shall bear no further responsibility in this regard. Storage of samples beyond three months shall incur costs to be borne by the Client. Where samples are returned, the cost of their handling and transportation, as well as any special disposal costs, shall be charged to the Client.

3. Client's Obligations

The Client's obligations are as follows:

a) The Client must ensure that all information, instructions, and documents are provided to the Company in a timely manner (in any case no later than 48 hours before the Company's action, and not later than that) so that the Company is able to provide the required services.

b) The Client must provide the Company's representatives with the necessary access to the place of inspection and take all measures necessary to remove any obstacles to, or causes of suspension of, the performance of the services.

c) The Client must, where necessary, provide any special equipment and personnel required to carry out the services.

d) The Client must ensure that all measures necessary for the safety of the working conditions, sites, and facilities during the performance of the services have been taken, and shall not rely on the Company's opinion in this regard, whether or not such an opinion is required.

e) The Client must inform the Company in advance of any actual or potential hazard connected with the order, samples, or tests, such as the presence or occurrence of radiation hazards, deadly or toxic explosive substances or elements, environmental pollutants, and poisons.

f) The Client must fully perform the rights and obligations relating to the relevant sales contract, or any other rights and obligations arising from contract or law, towards third parties.

4. Fees and Payments

a) Where the fee has not been agreed between the Company and the Client at the time of ordering or entering into the contract, it shall be charged according to the Company's standard rates (which are subject to change), and all applicable taxes shall be paid by the Client.

b) The Client must pay each invoice within thirty days of the invoice date (unless a shorter period is stated on the invoice) (the "due date"). Interest on late payment shall accrue at one and a half percent per month (or such other rate as stated on the invoice) from the due date until the date payment is made, inclusive of the payment date.

c) In the event of any dispute, counterclaim, or the filing of any claim against the Company, the Client shall have no right to delay or withhold payments.

d) The Company may, in the event of non-payment, pursue collection through any court of competent jurisdiction.

e) The Client shall bear all costs incurred by the Company in recovering unpaid amounts from the Client, including legal fees and other related expenses.

f) Should any unforeseen problem or cost arise during the performance of the services, the Company shall make every effort to keep the Client informed. The Company shall be entitled to charge the Client for any additional time spent and costs necessary for the complete performance of the work.

g) If, for any reason beyond the Company's control, including the Client's failure to perform its obligations under Article 3, the Company is unable to perform all or part of its services, the following amounts shall in any event be payable to the Company:

• 1. The amount of any non-refundable costs incurred by the Company.
• 2. That portion of the agreed fee corresponding to the part of the services actually performed.

5. Termination and Suspension

The Company may, immediately and without any liability, suspend or terminate its services under the following circumstances:

a) If the Client fails to perform its obligations under these terms and such failure is not remedied within 10 days of the Client being given the required notice.

b) Any suspension of payments, arrangement with creditors, bankruptcy, insolvency, court-ordered attachment, or cessation of business by the Client.

6. Liability and Indemnity

a) Limits of Liability

• 1. The Company is neither an insurer nor a guarantor, and disclaims any liability in such capacities. Clients seeking a guarantee against loss or damage should obtain appropriate insurance themselves.
• 2. Findings Reports are issued based on information, documents, or samples supplied by or on behalf of the Client, and are solely for the Client's benefit (the Client being responsible for the use made of them at its own discretion). The Company, its directors, employees, agents, or subcontractors shall have no liability to the Client or third parties for any act or omission in connection with the Findings Report, or for incorrect results arising from incomplete, ambiguous, misleading, or inaccurate information provided to the Company.
• 3. The Company shall have no liability for delay in the performance of the services, or for the non-performance of all or part of the services, arising directly or indirectly from any cause beyond the Company's control, including the Client's failure to perform its obligations.
• 4. The Company's liability in respect of any claim for loss, damage, or expense of any kind shall in no circumstances exceed the total sum of ten times the fee paid in respect of the specific service in question, or the sum of USD 20,000 (or its equivalent in local currency), whichever is less.
• 5. The Company accepts no liability for any indirect or consequential loss, including but not limited to loss of profit, loss of business, loss of opportunity, damage to goodwill, and product recall costs. The Company shall have no liability for any damages, losses, or other costs arising from claims by any third parties (including but not limited to product liability claims) that may be brought against the Client.
• 6. In the event of any claim, the Client must notify the Company in writing within thirty days of discovering the facts giving rise to such claim. In any event, the Company shall be discharged from all liability for any claim for damages, loss, or other costs unless the claim is brought within one year of:
  • a) The date of performance of the inspection to which the claim relates; or
  • b) The date on which the services should have been completed, in the case of an alleged failure to perform the services.

b) Indemnity

The Client shall indemnify, defend, and hold harmless the Company, its directors, employees, agents, and subcontractors against all claims (actual or threatened) by third parties for damages, losses, or other legal costs and related expenses arising from the performance or non-performance of the services.

7. Other Provisions

a) If any one or more of these General Conditions is found to be unlawful or unenforceable for any reason, the remaining provisions and conditions shall remain in full force and effect and retain their legal validity.

b) During the provision of the services and for a period of one year thereafter, the Client shall not, directly or indirectly, solicit, induce, or encourage the Company's staff or employees to leave their employment with the Company.

c) Use of the Company's name and registered trademarks for advertising purposes without prior written consent from the Company is prohibited.

8. Governing Law, Dispute Resolution, and Competent Jurisdiction

Except as otherwise agreed by the parties, all disputes arising out of or relating to the Contractual Relationship between the parties shall be resolved in accordance with the substantive laws of Iran (excluding conflict-of-laws rules).

9. Confidentiality

As used hereinafter, "Confidential Information" includes the Client's information and any oral or written information that one party may obtain from the other party under the contract; provided, however, that Confidential Information shall not include information that:

• 1. Is, or subsequently becomes, generally known to the public.
• 2. Was available to the receiving party on a non-confidential basis prior to disclosure by the disclosing party.
• 3. Is disclosed by an independent third party having the right to make such disclosure.

Except as required by law, neither party shall disclose the other party's Confidential Information to any person or entity, unless expressly stated herein.