Last Updated 26 Jan 2022
1 Standard Terms & Conditions
Term & Termination
Either party may terminate this Agreement forthwith on written notice to the other party at any time if: after 10 days’ notice the other party fails to perform or observe any provision of its part of this Agreements or, the other party becomes insolvent, or is unable to pay its debts when due or ceases to carry on business or a substantial part thereof, or has a receiver (administrative or otherwise) appointed over any part of its assets, or commits an act of bankruptcy or is adjudicated bankrupt, or enters into liquidation whether compulsory or voluntary (except for the purposes of an amalgamation or reconstruction), or makes an arrangement with its creditors, or has its assets assigned or in the case of the Client only is engaged in a merger, or amalgamation or a change in key management or a material change of control; at which point ExVeritas shall be paid by the Client for all work done under the Agreement at normal daily rates inclusive of profit margin plus a disruption charge of 10% of the Agreement value.
- Unless otherwise stated, quoted prices are valid for 90 days from the date of the quotation. Acceptance of the Quotation includes the acceptance of all the terms and conditions contained in this procedure which shall have precedence over any oral representations or conditions contained in any order form or other document of the Client; and no variation shall be binding on ExVeritas ApS unless accepted in writing.
- NOTE: This procedure is made available under request and also is provided in the ExVeritas ApS website. A reference to this procedure is provided in the Written Quotation.
- Where the quotation includes a daily rate, that rate shall be for a seven-and-a-half-hour day during normal working hours, and any further time shall be charged at premium rates.
- Taxes, including Value Added Tax, are not included in prices and will be invoiced, if applicable as separate items at the prevailing rate.
- Unless specifically stated in the Quotation, the cost of any travel and accommodation necessary to provide the Services and of any collection, delivery and insurance in transit of any goods, samples or other materials will be charged to the client in addition to the Quotation.
- The price is fixed for the Service specified in the Quotation. Quoted test days, inspection days or on-site time is not quoted pro-rata and the overall project cost is firm based on the deliverables. Should an additional service be required that was not covered by the proposal or re-testing/inspection for non-compliances or the specification of the work be changed during the provision of the service, ExVeritas ApS will make additional charges The Client will be advised of this and work will not proceed until these have been agreed in writing and an order number given against ExVeritas ApS terms and conditions.
- The prices quoted do not include witnessing by the Client or the client’s representative of any tests or assessment. ExVeritas ApS may permit the witnessing of such tests or calibrations if requested in advance. There will be an additional charge to cover the scheduling and staffing implications of such arrangements.
- Payment will be free of all bank and other charges ExVeritas ApS may change credit terms without notice.
- Full settlement of all invoices will be required before ExVeritas ApS will provide Services. Failure to pay on time will result in the project being placed on hold. The Certificate or report will not be delivered until payment in full is received. ExVeritas ApS certificates remain the property of ExVeritas ApS and are issued subject to further terms and conditions.
- Charges for Services not covered by the Certification Agreement, work performed outside the normal working day at the Clients request and travel and expenses will be invoiced by ExVeritas ApS and paid by the Client as they are incurred at ExVeritas ApS standard rates.
- If the Client fails to pay any sum when due or fails to perform under any Certification Agreement with ExVeritas ApS after 10 days written notice ExVeritas ApS may discontinue performance under these terms. ExVeritas ApS shall be entitled to recover the cost of all Services performed under the Certification Agreement to the date of termination, plus a disruption charge of 10% of the Certification Agreement value expenses, costs of collection and legal fees, and interest on the amount due at the rate of 3% per annum above Danske Bank base rate, calculated from the date due.
- Where Services has been discontinued under the above clause, all future work under the Certification Agreement may be undertaken only when the charges have been prepaid by the Client or against a bank guarantee.
- If for any reason outside the control of ExVeritas ApS, the performance of Services within the scope of the issued Quotation is delayed for more than 3 months, ExVeritas ApS may invoice charges to date in excess of any initial payment made by the Client. ExVeritas ApS may also at their sole discretion terminate the Certification Agreement whereupon further work will be the subject of a new agreement at the prices then prevailing.
- Travel Expenses will be charged at cost and may be invoiced prior to traveling for customers without an account. Travel cost are reviewed yearly, and the rates and costs associated with travel are provided below:
- Air Travel is charged at cost. Without prior certification agreement, flights under 10 hours duration will normally be booked as economy and flights over 10 hours duration will normally be booked as business class.
- Food, Accommodation and Taxi/Car hire will be charged at cost.
- Mileage is charged at kr. 3.51/Km
- Travelling time and waiting time (including non-working weekends) is charged at DK750/hour (DK6000/day pro rata)
- An additional DK2000 a day will be charged for working weekends to cover overtime rates.
Property and Copyright Rights
- ExVeritas ApS copyrighted training materials, certificates and reports may not be copied for any purpose unless otherwise agreed in writing by ExVeritas ApS.
- Test and assessment programs, proposals and project plans supplied as part of the Certification Agreement or in anticipation of it are confidential and may not be copied or shown to any third party, including but not limited to the purpose of obtaining other quotations, and all copyrights in them remain the property of ExVeritas ApS.
- ExVeritas ApS undertakes to maintain strict confidentiality over any proprietary material provided by the Client or his agents for the purpose of obtaining certification. ExVeritas ApS also undertakes not to use or disclose any results of inspections, tests or assessments to any third party without written consent of the Client except as required by law.
- Any certificate, declarations or reports issued as a result of any inspections, tests or assessments carried out under the Certification Agreement remains the property of ExVeritas ApS. It may be revoked at any time on demonstration of just cause as judged by the Body granting ExVeritas ApS approval to certify, including but not limited to failure to permit any surveillance inspections to be performed as required from time to time and failure to pay all moneys due under the Certification Agreement, including subsequent surveillance visits.
- No right to use, rely upon or display or use in any way whatsoever any certificate or report passes to the Client or his assigns until all moneys due under the Certification Agreement have been paid to ExVeritas ApS.
- The name ‘ExVeritas ApS’ is a Registered Trade Marked and protected by law from misuse.
- To enable ExVeritas ApS to carry out the Service specified, the Client shall at his own expense undertake the following responsibilities as appropriate. ExVeritas ApS shall be excused from all liability for failure to provide Service to the extent that such failure arises from the Client’s failure to observe its responsibilities detailed below.
- The Client will deliver the equipment, samples, drawings or other requirements under the Certification Agreement on or before the date agreed between ExVeritas ApS and the Client, free of charge and at the client’s cost.
- The Client will supply ExVeritas ApS with such operating instructions, supplies and consumables as would be required in normal operation of any equipment submitted for calibration, test or examination.
- The Client will supply all equipment and samples in a clean and safe condition commensurate with the work to be carried out. The Client will notify ExVeritas ApS if products or processes to which ExVeritas ApS staff or subcontractors will be exposed pose a potential health hazard and will provide any appropriate safety equipment. ExVeritas ApS may decline to undertake such work if in the sole opinion of its safety officer, the work poses a threat to the health or safety of ExVeritas ApS staff or subcontractors, to buildings or to the environment. Electrical equipment submitted to ExVeritas ApS for calibration or testing may be tested for electrical safety before work proceeds. This testing as for the protection of ExVeritas ApS employees, does not relieve the Client of the responsibility of supplying equipment which is in a safe condition and may not be relied upon for any other purpose.
- The Client will appoint at least one contact who will he authorized by the Client to act on his behalf with regard to the Certification Agreement on a day-to-day basis in dealing with ExVeritas ApS.
- The Client will respond in a timely manner to any requests for information, operating instructions, and additional samples, amendments to documentation or drawings or access to previous test data. Any delay may result in the overall project being rescheduled. Any consequential loss and costs will be payable by the client.
- The Client is responsible for the security of any proprietary and confidential information contained within the instrument delivered to ExVeritas ApS and for maintaining a procedure external to any equipment supplied to reconstruct any lost or altered Client files, data or programs.
- The Client is responsible for all duties and taxes which may arise from the import or export whether permanent or temporary, of products to or from DK and/or the UK. Duty will be invoiced directly to the Client by the shipping agents, and ExVeritas ApS will not accept goods for temporary importation which require duty to be paid.
- The Client will comply with the regulations of the service and will immediately return to ExVeritas ApS any certificate which is revoked under the terms of this procedure and the Certification Agreement and will amend all documentation so as not to imply that the certificate still exists.
- Clients must maintain certification, technical files, Declaration of Conformity and any Quality Assurance Notifications for period of 10 years after the last piece of equipment is manufactured.
Where work is carried out On-site the Client will afford safe and unrestricted access by ExVeritas ApS staff to the plant and will provide appropriate protective equipment and instructions and comply with all health and safety and similar legislation for the protection of ExVeritas ApS staff.
- If the client provides copies of the certification documents to others, the documents shall be reproduced in their entirety or as specified in the certification scheme; – this is documented on the certificates issued to the client.
- The client shall always fulfil the certification requirements, including implementing appropriate changes when they are communicated by ExVeritas ApS – by signing the application form, the client agrees to ExVeritas ApS Terms and Conditions which include the necessity for the client to make changes as instructed, either to correct errors or to facilitate updates and failure to do so in a timely manner will result in ExVeritas ApS initiating the certification withdrawal process.
- If the certification applies to ongoing production, the certified product shall continue to fulfil the product requirements; – type approval certificates are not based on ongoing production surveillance, therefore this clause do not apply to type approval certificates, it may however apply to Quality Module surveillance audits where deviations in product from the original certification may lead to initiation of the certificate withdrawal process.
- The client makes all necessary arrangements for the conduct of the evaluation and surveillance (if required), including provision for examining documentation and records, and access to the relevant equipment, location(s), area(s), personnel, and client’s subcontractors; – this is only applicable to Quality Module certification and surveillance audits, where access is required to these arrangements and part of the audit planning process.
- Complaints can be lodged via the ExVeritas website with full instructions available.
- Client shall allow the participation of observers, if applicable; – this only applies to Quality Module certification and surveillance audits and/or accrediting bodies witnessing activities.
- The client must not use its product certification in such a manner as to bring ExVeritas ApS into
- disrepute and does not make any statement regarding its product certification that ExVeritas ApS may consider misleading or unauthorized; – this is covered by Quality Module Audits
- Upon suspension, withdrawal, or termination of certification, the client discontinues its use of all advertising matter that contains any reference thereto and takes action as required by the certification scheme (e.g. the return of certification documents) and takes any other required measure.
- In referring to its product certification in communication media such as documents, brochures or advertising, the client complies with the requirements of the certification body or as specified by the certification scheme; – this is covered by the Terms and Conditions as a Certification Body, ExVeritas ApS may perform random audits and will investigate misuse.
- The client complies with any requirements that may be prescribed in the certification scheme relating to the use of marks of conformity, and on information related to the product; – no marks of conformity, the certification label is used and controlled by schedule drawings of which is monitored through Quality Module audits.
- The client keeps a record of all complaints made known to it relating to compliance with certification requirements and makes these records available to ExVeritas ApS when requested and takes appropriate action with respect to such complaints and any deficiencies found in products that affect compliance with the requirements for certification; – this relates to the Quality Module audits.
- The client shall document the actions taken; – this relates to the Quality Module audits.
- The client informs ExVeritas ApS, without delay, of changes that may affect its ability to conform with the certification requirements. – this is a key requirement of the Quality standard ISO 80079-34:2018, to which the client’s quality system is certified.
ExVeritas ApS warrants that all Service provided under this procedure will he carried out using reasonable skill and care, as laid down by National and International Standards and Accreditation organizations in default of which ExVeritas ApS will re-perform such Service at its own cost. ExVeritas ApS will not accept responsibility for any claims made for any loss, consequential or otherwise, expense or damage arising out of Service performed unless ExVeritas ApS is proved by law to have been negligent.
ExVeritas ApS liability under this clause shall be in lieu of any warranty or condition implied by law as to quality or fitness for any particular purpose and to the extent permissible by law all other warranties or conditions expressed or implied by statute or otherwise are excluded.
Limitation of Remedies and Liability
- The remedies provided herein shall be the client’s sole and exclusive remedies.
- Unless expressly agreed ExVeritas ApS will not be liable for performance delays or for non-performance due to causes beyond its reasonable control.
- Nothing in this procedure and/or the Certification Agreement may be taken as any warranty to issue a certificate.
- The provision of a test report or certificate of conformance in no way infers an approval of the product by ExVeritas ApS.
- Except as provided in the Certification Agreement ExVeritas ApS shall not be liable to the Client for any direct losses: or indirect, special or consequential losses including but not limited to loss of anticipated profits, data, business, revenue, goodwill, or anticipated savings howsoever based.
- ExVeritas ApS accepts no liability for any work done or expenditure incurred by the Client in anticipation of the issue of a report or certificate, whether based on opinions expressed by ExVeritas ApS or not.
- No government procurement regulations or Certification Agreement clauses are binding on either party unless required by law or mutually agreed.
- Notwithstanding the above ExVeritas ApS total liability under the Certification Agreement (arising from Agreement, negligence or howsoever) for any one event or series of events shall not exceed the fee earned by ExVeritas ApS under the Certification Agreement.
- The Client hereby agrees to indemnify ExVeritas ApS, its employees, agents and subcontractors against all damages, losses, liabilities, actions, claims, expenses and costs whatsoever in respect of any claim that may be made against ExVeritas ApS, its employees, agents or subcontractors by any third party that may arise out of the provision of the Service or the client’s failure to perform its obligations hereunder. This indemnity will survive the termination of the Certification Agreement.
- Any delivery date or period referred to in the Quotation, or in subsequent agreements, is an estimate only and such dates or periods shall in no circumstances be construed as being of the essence of the Certification Agreement.
- ExVeritas ApS accepts responsibility for normal safeguarding of the client’s property whilst on ExVeritas ApS premises. It does not accept and is indemnified by the Client, against any risk in the service performed or which cannot he reasonably foreseen, or those resulting from inaccurate or inadequate specification of the equipment provided by the client or from defective condition of the equipment, provided by the client.
- Any disputes arising in connection with the Certification Agreement will be governed by the laws of Denmark. The parties agree to submit to the jurisdiction of the Courts of Denmark.
- If at any time any question, dispute, or difference shall arise between ExVeritas ApS and the Client in connection with these terms and conditions either may request that it should be referred to the arbitration of a person to be mutually agreed upon, or failing agreement, of some person appointed by the Danish Institute of Arbitration. In the case of certification, the appeals procedure laid down in the regulations shall apply in place of the above.
- Any term of the Certification Agreement which is held to be invalid will be deleted but the remainder of these terms will not be affected.
- Neither party may assign any rights or obligations under the Certification Agreement without prior written consent of the other party.
- The Certification Agreement constitutes the entire agreement between ExVeritas ApS and the Client relating to transactions hereunder and supersedes any previous communications representations or additional or different terms and conditions. The client’s additional or different terms and conditions will not apply. The client’s delivery of equipment or acceptance of commencement of service will constitute acceptance of these terms and conditions which may not be changed except by a written amendment signed by an authorized representative.
- All work is undertaken in accordance with the requirements for certificate holders as dictated by the in the ExVeritas ApS Quality Manual.
- In the event that the equipment is shown not to comply with the relevant standard, the Client will be informed and given opportunity to rectify the failing, within 90 days.
- Equipment requiring certification may be subject to destructive tests. Samples will be disposed of by ExVeritas ApS or returned to the Client at the Client’s cost. There is no liability on ExVeritas ApS to recompense for repair or refund.
- Where the testing and assessment process is interrupted by redesign of the product or delays on the part of the Client, ExVeritas ApS will use its best endeavors to maintain the progress of the project. However, due to other loading pressure on the resources it may not be possible to recommence work on a project immediately it becomes available. ExVeritas ApS accepts no liability for such delays in recommencing the project.
- Products are tested in the manner prescribed by the appropriate Standard and information provided by the Client. Specific tests may be omitted, or alternative tests conducted at the discretion of the Test Engineer when a suitable Engineering judgement can be made.
Tests are conducted under suitable laboratory conditions using suitably calibrated equipment; however, the repeatability of the test is not specified unless requested.
Results of tests are for the specific equipment tested on the day. Test results in no way infer that all subsequent equipment will produce identical results.
2 ExVeritas ApS Certification Policies
About ExVeritas ApS
ExVeritas ApS operates internationally and provides certification of products. ExVeritas ApS is accredited for this activity by the Danish Accreditation Service (DANAK) and is appointed as a ‘notified body’ by the Danish Government under European Directives.
The policy of ExVeritas ApS is to provide, in the most cost-effective manner, independent and impartial certification and inspection services, which combine technical competence with objectivity and integrity. The Service is non-discriminatory in operation, with no undue financial or other conditions, and is available to all. It is the policy of the Service to achieve and maintain recognized accreditation for its activities in order to demonstrate its commitment to providing an efficient, commercially aware, competent service.
Audit and Certification Process
A description of our audit and certification process for granting, maintaining, extending, renewing, reducing, or withdrawing certification is provided on request in the procedure QP-CB-DK-004 – IECEx and ATEX Certification Conditions and supplementary regulations.
Activities carried out for clients shall be treated as confidential to that client unless otherwise agreed.
Information supplied by clients, the results and documents generated by the certification service and its subcontractors, the contract records that are retained, and the existence of the contract itself (other than any certificates issued) are all treated as “commercial in confidence” and will not be communicated to any third party without written agreement, unless the information is already in the public domain.
Where the law requires information to be disclosed to a third party, the client will be informed of the information disclosed.
When accepting a project, the Project Engineer or auditor must not have been involved in any work, internal audit, production or development with the client, or have provided any consultancy for at least 3 years prior to the project initiation. This is documented as part of accepting the project,
ExVeritas ApS has appointed independent impartiality committees whose primary role is to safeguard impartiality of the certification activities of ExVeritas ApS.
The members of the Impartiality Committees are drawn from external organizations having a bona fide and continuing interest in the scope of the certification services provided by ExVeritas ApS, on the basis of maintaining a balanced representation of interests in which no single interest predominates.
ExVeritas ApS makes publicly accessible information about the certification status of each of its clients through the Certificate Database which is available on request. This shows whether a certificate is current, suspended or has been withdrawn.
Certificate Withdrawal and Suspension Policy
Full or partial, temporary suspension or permanent withdrawal of certificates is undertaken in exceptional circumstances and on a case-by-case basis.
Examples of circumstances that may lead to suspension are not limited to the following,
– The client’s certified management system or product has persistently or seriously failed to meet certification requirements
– The certificate holder does not allow surveillance or rectification audits to be conducted at the required facilities or
– The certificate holder has voluntarily requested a suspension
Failure to resolve issues that have resulted in the suspension in a time established by ExVeritas ApS may result in withdrawal or reduction in the scope of certification.
ExVeritas ApS has a procedure for the considering appeals against its decisions relative to certification.
A customer wishing to appeal should submit the substance of their appeal in writing to the Managing Director who will ensure that all reasonable steps are taken to resolve the issue and will ensure that there are no relationships that may compromise the impartiality of the appeal. If, after implementation of what is considered to be all reasonable steps, the problem is not resolved, the Managing Director will forward the documentation to the Chairman of the Impartiality Committee for independent adjudication.
ExVeritas ApS takes complaints against itself and its clients seriously.
Complaints about ExVeritas ApS are normally submitted in writing. All complaints will be logged and given a unique reference number. The complainant shall always receive a written reply to any written complaint.
Complaints about a registered client should also be submitted in writing. For this reason, shown below, these complaints may take longer to fully resolve. We will have to confirmed that the client is registered by ExVeritas ApS, and ensure that they are taking appropriate action, and if required confirm compliance during a subsequent audit of the client.
3 Additional Terms and Conditions for Certification
The following Terms and Conditions are applicable to Certification projects, in addition to ExVeritas’ s Standard Terms and Conditions:
3.1 When ExVeritas provides a quotation or estimate or accepts an order for work leading to the issue of a Certificate (or similar document), this should not be taken to imply that we will issue such a certificate. A certificate (or similar document) can only be issued once the appropriate evidence has been assembled and, in some cases, once the appropriate arrangements have been made to cover the production phase.
3.2 Unless subsequently clarified, work will be carried out in accordance with the standards specified at the time of application, quotation or order.
3.3 The Client is responsible for making all necessary arrangements for the conduct of the evaluation, including provision for examining documentation and access to all areas, records (including internal audit reports) and personnel for the purposes of evaluation (e.g. testing, inspection, assessment, surveillance, reassessment) and resolution of complaints.
3.4 Compliance Certificates are issued in the name of the “Certificate Holder”. This will normally be the manufacturer and in any event will be the body responsible for controlling the design. Where the manufacturer does not control the design and does not have the certificate issued in their name, special provisions will apply. The relationship between designer and manufacturer must be made clear.
3.5 A Certificate Holder may apply to have documentation issued in the name of a Trade Agent only if approved and registered with ExVeritas.
3.6 Copies of certificates and their schedules shall be made available by the manufacturer on request, to all purchasers of certified equipment.
3.7 Where certification documents contain “Special Conditions for Safe Use”, normally identified by a suffix “X” to the certificate number, all such specific information must be made available to purchasers of the equipment.
3.8 Clients must not make claims regarding certification except within the scope for which the certification has been granted.
3.9 Clients must not use their product certification in such a way as to bring ExVeritas into disrepute and must not make any statement regarding its product certification which ExVeritas may consider misleading or unauthorized.
3.10 ExVeritas may withdraw a certificate if it is discovered that it should not have been issued either through false information provided to us, withholding relevant information or through our own error
3.11 ExVeritas may withdraw a certificate if the manufacturer fails to abide by these terms and conditions.
3.12 ExVeritas may withdraw a certificate if the certificate includes provision for the use of a production mark and the conditions applicable to the use of the production mark are no longer being met.
3.13 On suspension or withdrawal of a certificate, the client must discontinue use of advertising material that contains reference to the certification and return any certification documents as required by ExVeritas. The client must also ensure that no misleading statements are made regarding the status of the certification.
3.14 Clients may only use certification to indicate that products are certified as being in conformity with specified standards. Clients must endeavor to ensure that no certificate or report, nor any part thereof is used in a misleading manner
3.15 In making reference to its product certification, in communication media such as documents, brochures or advertising, suppliers must comply with these conditions and the ExVeritas Standard Terms and Conditions.
3.16 The Client must notify ExVeritas of any proposed changes to the product, or to aspects of its production, test, inspection, quality system or other factors that are regulated by the QMS Certification to provide control of production.
3.17 The Client must retain the certificate and associated documents for future reference and, where relevant, for inspection by ExVeritas or any other body responsible for supervision of production. The ATEX Directive places a legal requirement on the manufacturer to retain these documents for a stated period of ten years after the last production.
3.18 ExVeritas will retain copies of the documents as a “Technical File” for a defined period in accordance with our service for retention and storage of technical files.
3.19 ExVeritas Certificates bearing the DANAK logo indicates that the certification has been done in accordance with the accreditation of ExVeritas by DANAK. It should not be construed that the product, system or device to which that certificate relates has been approved by DANAK.
3.20 ExVeritas’ s acceptance of a drawing showing marking detail which includes the European Community CE Marking should not be construed as confirmation that ExVeritas has given permission for the CE Marking to be applied to any particular item of equipment. Applying the CE Marking remains the responsibility of the manufacturer in accordance with the appropriate EU legislation.
3.21 ExVeritas accepts no responsibility for the accuracy of provisional information relating to the proposed content of certificates, which may be exchanged between ExVeritas and the client prior to the formal issue of a certificate.
3.22 Complaints and Appeals can be made to ExVeritas by following this process or directly to the relevant scheme/body i.e. DANAK.
3.23 Certificate number/s and coding provided for the generation of marking drawings during the course of a project are subject to change. The release of this information does not indicate that the equipment has achieved Certification. ExVeritas accepts no responsibility for any costs incurred due to changes made prior to issue of the final hard copy certificate.
3.24 For Voluntary withdrawal or surrendering of certification (to stop future audits) must be given 3 months before the next audit date or fee’s will be incurred