General Terms and Conditions for sale of Products and Performance of Works (Service)
- Buyer means the person, firm, organization or corporation purchasing Products and/or Works from Seller.
- Products mean the preservation products, surface treatment products, corrosion control products and other associated products as specified in the parties’ agreement entered into pursuant to clause 2.3. Products can also mean other miscellaneous items CGSI provides i.e. consumables, tools and tool rentals
- Seller means Cortec Global Services Inc. (CGSI) and its subsidiaries; Cortec Global Services Australia Pty Ltd. (CGSA)
- Performance of Works (Service) means preservation management, preservation execution, consultancy, advisory, document creation or review, professional services, assessments, inspection of surface treatment, surveys, reports, training and other associated services as specified in the parties’ agreement entered into pursuant to clause 2.3.
- Day Rate charge means performance of Works, charged per day, up to ten (10) hours see clause 8.2.
- Hourly Rate charge means performance of Works, charged at a regular / straight time rate, charged per hour and governed by specific Country and State Employment law see clause 8.3.
2. Application and formation of agreement
- These general terms and conditions for sale of Products and performance of Works shall apply unless otherwise agreed in writing. If the Buyer refers to other general or special terms and conditions, e.g., in its purchase order, such conditions shall be deemed not to apply unless otherwise explicitly agreed in writing. CGSI reserves the right to revise pricing if the scope of work changes or after 30 days from date of proposal.
- Seller’s offer is binding for 30 days from the offer date, unless otherwise agreed.
- A binding agreement of sale of Products and performance of Works is only formed when Seller has received a written order confirmation (by way of purchase order, letter or email) from Buyer.
- After a binding agreement has been formed pursuant to clause 2.3, the Buyer cannot cancel or amend its order confirmation, without Seller’s written consent via change order procedure.
- Cancellation or postponement of performance of Works, within 72-hours of agreed upon start date will be subject to a charge up to 50% of purchase order amount.
3. Service or Purchase order
- Purchase Order or Service Order payment terms are irrevocable
- Any returned material is subject to 25% restocking fee
- Opened items will not be accepted and no credit will be issued
- Tools and equipment are property of CGSI and not sold to the project, unless otherwise stated
- Issued Service Order only covers those items explicitly detailed in the Service Order
- Availability of personnel is subject to change and scheduling limitations. Deployment requires a minimum of up to four weeks’ notice upon issuance of Purchase Order
4. Change Order Procedure:
- During the execution of services, either the Buyer or Seller may request or require a Change in performance of works scope. This might be due to condition of customer equipment, quantities, schedule, or other aspects of the services that are requested or approved by Buyer, they do not become binding upon the Buyer, unless accepted by Buyer in writing.
- Buyer acknowledges that they are responsible for reviewing and authorizing change orders in a timely manner and that CGSI may stop work until a change order is authorized without penalty.
- Any such changes may result in additional or increased charges, and Buyer agrees to pay such increased charges.
5. Delivery and delays
- Delivery of Products shall take place at the time specified in Seller’s order confirmation. Delivery of product is dependent upon several factors outside of the Sellers control including manufacturer delays, shipping and carrier delays and supply chain disruption. Seller will communicate any delays outside of the Seller’s control in a timely manner.
- Buyer will be charged for any freight costs associated with the delivery of Products
- Delivery of Works shall commence at the time specified in Seller’s purchase order. Performance shall be conducted and completed within a reasonable time, unless a fixed time limit is agreed in writing. Delivery of Works and commencement of Works may be subject to delay due to circumstances outside of the control of the Seller, including travel and health restrictions (COVID, pandemic, etc.), government restrictions or changes, flight cancellations or supply chain disruptions affecting required Products, Tools or Equipment required for the commencement of services. Seller will communicate delays due to factors outside the Seller’s control in a timely manner.
- If Seller has reason to believe that delivery will be delayed, Buyer shall immediately be notified thereof and the reason for the delay shall be described, as well as an estimated new delivery date.
6. Payment and invoicing
- Buyer shall pay the price specified in the proposal. Buyer will be charged for any freight or transportation costs.
- Freight FOB St. Paul, MN 55110 and Cambridge, MN 55008 or
- Cockburn Central, Western Australia 6164
- All prices are exclusive of VAT, GST, WHT, local, state or federal taxes.
- Seller will submit to Buyer a specified invoice covering the relevant Products or Works with reference to Buyer’s purchase order.
- Seller’s invoice shall be paid Net 30 days from the date of invoice sent to Buyer supplied contact.
- Orders paid for by credit card will incur a 3% fee
- If Buyer fails to make payment to Seller within the due date, Seller shall be entitled to claim interest on the outstanding amount.
- In addition, Seller may stop the delivery of Products and/or performance of Works if a late payment exceeds 10 days.
- Seller is entitled to carry out credit checks of Buyer. Seller may at its sole discretion decide that Buyer’s credit rating is not sufficient. In such a case Seller may demand advance payment or guarantees.
- Products will be invoiced immediately after leaving warehouse
- Final invoice will be based on actual time and material basis or final proposal, whichever is higher.
7. Performance of Works Charges:
- Buyer will be issued a quote, proposal or commercial agreement, that defines the pricing structure by either “Day Rate” or “Hourly Rate”, additionally overtime as well as other charges relevant, based on performance of Works scope.
- The basis of “Day rate” Vs “Hourly rate” are determined by governing employment law specific to the Country of performance of Works
- A “Day rate” charge is made up of ten (10) hours a day, excluding one (1) hour lunch break, total eleven (11) hours. The Day Rate maximum of 10 hours shall include all time required for personnel to gain jobsite access within Buyer or work location Site including sign-in, onboarding, induction or site meetings, huddles, safety, site coordination, drills or onsite transportation required.
- An “Hourly rate” is charged as per applicable governing Country’s and States Employment legislation and framework based on scope, duties of work and standard hours per day.
- All hourly rates when used are subject to overtime charges, Overtime charge rates are applicable per governing Country and/or State employment legislation and will apply after a number of hours worked per day, or a specific number of hours worked per week. Buyer is advised as per clause 7.1.
- Travel shall be billed at regular day rate or hourly rate, unless falls within Section 7.4 (Overtime)
- Unless otherwise indicated all travel costs billed at actual cost and as per CGSI Group Travel Policy
- Travel costs include, but not limited to, transportation, meals, lodging, parking, and all other costs necessary with out-of-town travel.
- If additional travel is required due to unforeseen event(s), travel cost will incur.
- Flights which are over 8 hours in duration are booked at fare class of Business
- Any delay or cost incurred by Covid-19 will not be covered by CGSI and will be invoiced to Buyer at cost +10%
- Any Covid-19 testing charges associated with the performance of works will be invoiced to the Buyer at cost +10%
- Any cost related to shut down of facility due to Covid-19 related issues, will be invoiced as per 12.3 Non labour days.
- If personnel are subjected to Country entry and exit requirements which advise they must quarantine, costs associated with this will shall be defined in the binding agreement.
- Seller is entitled to use subcontractors without Buyer’s consent.
10. Limitation of Liability
- Seller’s liability for loss of or damage to property or persons caused by the sale of Products and performance of Works after delivery, shall be limited to the purchase price of that specific delivery. The purchase price of a specific delivery is defined by the relevant order confirmation issued by Seller, cf. clause 2.3 above. Buyer shall indemnify Seller from and against any claim arising out of such loss or damage to the extent it exceeds the said limitation.
- Seller is under no circumstances liable for indirect or consequential losses in connection with the transaction or the sale of Products and performance of Works. Indirect or consequential losses include but are not limited to operating loss, compensation for loss of use, loss of profit and other economical consequential losses.
- Seller makes no warranty or guarantee on suitability, product quality, or any other property other than those that may be offered by the original manufacturer of the Product. Buyer shall indemnify Seller from and against any claim arising out of any loss, damage or fitness for use related to products that the Seller does not manufacture.
- Buyer is required to review the technical, environmental and performance (fit-for-use) suitability of the proposed Works and proposed Products for the Buyers specific needs. While the Seller uses their best efforts to recommend the most appropriate Works and Products, the Buyer is solely responsible for establishing fitness for purpose.
11. Force Majeure
- Force majeure means an occurrence beyond the control of the party affected, provided that such party could not reasonably have foreseen such occurrence at the time of entering into a binding agreement, pursuant to clause 2 and could not reasonably have avoided or overcome its consequences.
- Neither Seller or Buyer shall be considered in breach if its obligations to the extent it is proven that he was unable to fulfil his obligations due to force majeure. Each party shall cover its own costs resulting from force majeure.
- Force Majeure: No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control.
- Planned or unplanned work stoppages beyond CGSI’s control due to travel, weekends, holidays, inclement weather, acts of God, Covid-19, pandemic/endemic, customer directive, and/or other unforeseen event(s) Buyer is billed at CGSI’s charge (day/hour) rate.
- If personnel are held on standby or Off-work, Buyer shall be billed as per standard day rate as per 7.2 and 7.3.
12. Safety, quality assurance etc.
- All references to safety, quality assurance, confidential information etc. in any other agreement between Buyer and Seller shall apply for sale of Products and performance of Works, including any and all rights and obligations imposed.
- CGSI personnel shall have stop work authority for unsafe work conditions
- Seller´s quality system complies with Quality Systems Standard ISO 9001: 2008 CGSI personnel onsite shall have stop-work authority for potential unsafe work conditions.
- It is the responsibility of Buyer to check with local, state, and/or federal Environmental Protection Agency for the proper handling and disposal requirements for all products being used and requiring disposal.
- The Buyer shall form acceptable to the Seller, procure and maintain any insurances compulsory under the laws in the Country, State or Territory where the work is being performed for any loss of or damage to the Services and/or related materials.
- All disclosed information from Seller to Buyer in relation to the sale of Products and performance of Works and/or any co-operation with Seller, or which is developed by Buyer mainly on the basis of information from Seller, shall be treated as trade secrets and be deemed as Seller’s property. All information which is not in the public domain shall be treated confidentially and shall not be used for any other purpose than the fulfilment of the purchase.
- Buyer may not disclose information to any third parties or use Works (surveys, reports or similar) as basis for any tenders or as scope for any third parties.
15. Governing law and disputes
- These general conditions for sale of Products and performance of Works shall be governed by and construed in accordance with United States of America law or the Country, State and entity for which you are purchasing from.
- Disputes arising in connection with these general conditions of sale of Products and performance of Works and/or any transaction governed by these general conditions, and which are not resolved by mutual agreement, shall be settled by court proceedings unless the parties agree otherwise. Any court proceedings shall be brought before the USA District Court or the Country, State and entity for which you are purchasing from.
16. Anti-Corruption Clause:
- Both parties represent and warrant that they shall not commit any of the acts prohibited by the local government Anti-bribery law and/or any other applicable law, in relation to this bid/agreement or any other related agreement(s).
17. Technology, Data and Compliance Fee
- Seller will invoice the buyer a 3% Technology, Data and Compliance Fee. This fee is invoiced as 3% of the net service charges and is based upon an estimated prorated cost spread across Sellers customers and for Seller to maintain the technology, data and compliance requirements for industry and scopes of work.
18. Data Retention
- Seller will hold and use the Buyers Data only as long as is necessary to implement, administer and manage the Sale of Product or performance of Works, or as required to comply with legal or regulatory obligations, including under tax and security laws. During the course of our work, we collect data electronically and store it after work is completed to ensure our due diligence and obligations for reporting. This data may include, but is not limited to, location, material number, photographs, videos of Works, and records of preservation activities performed. All data is stored securely and is confidential. Data may be made available to client for the entire duration of the preservation period.
19. Contacting Us:
Cortec Global Services Inc.
Attn: HR, Data Protection
4119 White Bear Parkway
St Paul, MN 551100