Terms & Conditions – Solitaire Gemmological Laboratories

INTRODUCTION

Solitaire Gemmological Laboratories (“SGL“) is an independent laboratory offering professional services of inspection, identification and grading of diamonds, gemstones and jewellery.

These Terms and Conditions apply in respect to the provision of SGL service and set forth the rights and obligations between SGL and a client who wishes to avail of any SGL services upon mutual agreement (“Client”). Any request of Client for SGL Services in any way, form or manner, and/or other action indicating the same; shall constitute implied acceptance by the Client of these Terms and Conditions and undertaking to honour them and be bound thereby.

DEFINITIONS

For the purpose of these Terms and Conditions, the following terms shall have the following meanings:

“Item” means the diamond, gemstone, gem material or jewellery delivered by Client to SGL for the purpose of identification, grading and/ or other laboratory assessment or service.
“Service” means the professional expertise and laboratory services provided by SGL with main general scope of testing, inspecting, identifying, analysing and/or grading of diamonds, gemstones, gem material, and/or jewellery, and/or any other type of services as specifically agreed between Client and SGL. Metal assessment is not carried out by SGL unless submitted to SGL specifically or exclusively for metal testing for a metal testing report.
“Inspection” means the procedure conducted by SGL in examining and assessing the Item based on its expertise and use of equipment, methodology, scientific technology, tools and other information and circumstances available at the time of the procedure. The exact scope of inspection shall be identified by mutual agreement between Client and SGL on an order by order basis.
“Grading” means the grading of a natural diamond constituting an Item in accordance with a predetermined classification, for and at the request of a Client. Colour grade is based on SGL master comparison stones (studded & loose). Clarity grade is on 10x magnification. Grading is as mounting permits. Measurements and weights are approximate and estimated.
“Identification” means inspecting an Item, for and at the request of a Client, to ascertain whether the gemstone is natural, synthetic or an imitation; or has undergone any treatment in accordance with the rules predetermined by SGL. The identification of gemstones and determination of their various characteristics is dependent on tests carried out on various instruments and by examination of gemologists.
“Report” means a certificate, consultation, or document issued by SGL upon the request of and for the exclusive use of the Client, which indicates the results and findings of the inspection or other professional services provided to the Client as the opinion of SGL.

THE SERVICE

SGL conditionally agrees to provide its Service to the Client subject to these General Terms and Conditions and subject to an order form or other document constituting specific mutual agreement identifying the exact scope of service, the Item(s) to be inspected, names and addresses, fees & payment, timelines, formalities of receipt and delivery and any other special conditions and details relating to the agreed service.
Any service to be provided by SGL or a Report to be issued thereby shall be made upon the request of the Client and for the exclusive use of the Client. The Client acknowledges and agrees that the opinions indicated in a Report may differ from the matters as indicated in another report issued before or after such Report, due to the technology and tools used for the Inspection or subjective elements at the time of the relevant Inspection. The Client further acknowledges that gemstone testing, inspection, identification and grading is not an exact science. The Report represents only the best professional opinion of SGL, and accordingly SGL shall not be responsible for any possible dissimilarities and/or differences that could appear from repeated observations and/or use of other standards, norms, methods or criteria other than those chosen by SGL.
In certain cases, because of the lack of evidence / characteristic features in the Item or lack of some specific equipment, the Item may be returned without performing the Service. Whenever SGL deems it impossible or impractical to perform the Service, SGL may terminate the respective request and inform the Client of such termination. In such a case, unless otherwise agreed between SGL and the Client, SGL shall return the fees received from the Client with respect to such request, if any, together with the Item. The amount so returned shall not accrue any interest. SGL may deduct any admin fees or other reimbursements against the time and attention given to the terminated request.
SGL in routine employs non-destructive methods of Identification, however, in certain cases destructive methods might be employed on the permission of the Client.

CLIENT REPRESENTATION OF LEGITIMATE POSSESSION

The Client shall represent, warrant and covenant to SGL that an Item that is submitted to SGL by the Client for inspection is legally possessed by the Client. In particular, the Client hereby undertakes that he /she are the rightful legal owner of the Item submitted to SGL or has the permission of the rightful legal owner(s).
Client further undertakes that the Item has been purchased from sources that, to the best knowledge of the Client are legitimate and reliable and that Client has no personal knowledge or reason to believe that such Item has been traded or possessed in violations of any applicable laws or regulations.

ACKNOWLEDGEMENT ON CONDITION OF ITEM

In principle, for the purposes of Inspection, an Item shall be inspected and measured in the state of loose stone. The Item that is studded / set in a jewellery piece may still be accepted for Inspection at the sole discretion of SGL. The issuance of Report will however be subject to the identification of stones / samples in the jewellery. In such cases, only total weight of the jewellery item and accessible dimensions of the gemstones will be given on the Report. Client acknowledges and agrees that the inspection may be omitted or measurement may be impossible for a certain part of the inspected items, or that the inspection may not be accurate.

THE REPORT

The results of Inspection, Identification and/or Grading shall be recorded in form of a written Report which expresses the independent opinion of SGL made over the examined Item at the time of Inspection.
SGL report is intended to certify the characteristics of the Item. These references are merely descriptive and refer in no way whatsoever to the location of origin of Item.
The Report will not represent an appraisal, valuation or guarantee. The Report shall not be used or presented as a certificate for assessing value. SGL assumes no responsibility for any representations (or misrepresentations) made by the Client or anyone else about the inspected Item.
The contents of SGL’s Report shall include the following parameters: the type of the item; whether the item is natural, artificial or an imitation and whether it has undergone any type of treatment (where gemmologically identifiable and require disclosure); and any other data which SGL shall deem necessary. As an option, SGL may attach a photograph of the Item, taken at the time of Inspection.
The Report would usually be issued in one copy for each one Item. Nevertheless, SGL shall have the option to issue a Report for either each Item separately, or for several Items collectively. Each report will have a specific identification number to facilitate online verification.
Metal assessment or purity testing is not carried out by SGL, unless submitted to SGL specifically or exclusively for a metal testing report.
SGL does not give any warranty whatsoever, including without limitation, as to the availability, accuracy, completeness, correctness or reliability of the Report, and expressly disclaims, to the maximum extent permitted by law, any and all responsibility or liability for any direct or indirect damage or loss resulting from the Client’s use of, or reliance on, the Report or the contents thereof.
Under no circumstances can SGL or any affiliated companies be held responsible and/or liable for any infringement of intellectual property or other rights made by the descriptive references of the Report.
The Client acknowledges and agrees that, in view of the progress of the technology for manufacturing synthetic, artificial or imitation stones and the treatment of gemstones, it is not always possible to determine whether a Client Item is synthetic, artificial or an imitation or has undergone any treatment, and that SGL shall not guarantee that such determination is possible.
Complaints, remarks or claims in any way related to SGL Reports will be accepted and dealt with at the sole discretion of SGL management.

VALIDITY OF REPORT

The validity of the Report shall be determined in accordance with these General Terms and Conditions and any other conditions provided in or specifically applicable to the Report. In principle, there is no time limit for the validity of the Report as long as the same circumstances under which the Report was issued strictly remain unchanged.
- A Report shall become invalid if any of the following events occurs:
– SGL determines that any unauthorised alteration, modification or addition is made to the Report.

– SGL determines that the shape, characteristics, or description of the relevant Item has changed or been modified after its Inspection, Identification or Grading.

– SGL determines that the quality of the relevant Item has changed in any way whatsoever after its Inspection, Identification or Grading.

– SGL determines that the information provided by the Client in relation to the Item were untrue, inaccurate, or incomplete.

– SGL determines that the Client is in breach of any of his representations or obligations.

DELIVERY AND STORAGE OF ITEM

Client shall submit the Item for inspection at SGL premises and shall collect the Item upon the request of SGL once the Inspection / Service is concluded. If the Client fails to collect the Item after the expiry of a period of ninety (90) days commencing on the date on which SGL completes Inspection, SGL shall thereafter be relieved of its responsibility for storing the Item. If SGL elects to store the Item, SGL may apply additional charges and reimbursements for insurance, security, safekeeping, admin support, and for the time and attention associated with the storage of the Item.

DISCLAIMER

Limitation of the liability and responsibility of SGL as set out below is essential and shall apply to the Client, and any other person to whom a Report is presented for any reason whatsoever.
Notwithstanding anything to the contrary in these Terms and Conditions, to the extent permitted by law, the aggregate liability of SGL arising in connection with these Terms and Conditions for damages, regardless of the form of the action, shall not exceed the fees paid by a Client to SGL for the relevant Inspection, and this shall be the Client’s exclusive remedy.
Neither SGL, nor its directors, agents, or employees shall be held liable for any loss, damage, expense, liability, claim, etc., arising or occurring howsoever as a result of any error of omission or commission in the Report, including loss, damage, expense, etc., resulting from human error or negligence, faulty equipment, delays or any other circumstances relating to the testing procedures, issuance or use of the Report or if it may affect the value of the Items described herein, except for judicially proven fraud, willful misconduct or gross negligence on part of SGL.
If Client fails to disclose all facts that are known by the Client concerning the Item for which the Client requested Inspection (including, without limitation, treatment of the client item), SGL shall not be liable for any loss, damage, cost or expense, etc. incurred in connection with or as a result of Inspection.

Certificate/Report Disclaimer

Terms and conditions

An SGL report/consultation/certificate (Hereinafter “report”), consists of findings made by SGL from grading, examining and analyzing the gemstone(s)/jewelry/metal according to the highest professional standards and most specialized equipment available to conduct the test. The methods by which gemstones are treated/synthesized and metals are mixed, continue to become more sophisticated. Consequently, even when using the latest techniques and technologies, it will not always be possible to determine if they have been treated/synthesized or mixed and SGL offers no guarantees in this respect.

SGL limits any liability under this report to the client to whom the report is addressed as evidence by this certificate number and the client accepts the contents of this report on the following terms and conditions:

SGL and its employees disclaim all and any liability for any loss, damage or expense arising from errors in or omissions from this report and any inscription, even if such loss, damage or expense is caused by or results from the negligence or other faults of SGL or its employees unless this is a direct result of fraud, willful misconduct or gross negligence.
In any event, SGL and its employees shall not be held liable for any special or consequential damages resulting from this report.
SGL or its appointees are not responsible for deviations and variances, which may result from repeated inspections or the application of other methods.
Complaints or claims in any way related to this report will be accepted solely at the discretion of the SGL management.
All matters, disputes or references to arbitration arising out of this report shall only be subject to the jurisdiction of the local courts of the place from where this report is issued.
This report must not be referred to as a guarantee, valuation or appraisal.

An SGL report is intended to certify the characteristics of the gemstone(s)/jewelry/metal. These references are merely descriptive and refer in no way whatsoever to the location of origin of gemstone(s)/jewelry/metal. Under no circumstances can SGL or any affiliated companies be held responsible and/or liable for any infringement of intellectual property or other rights made by the descriptive references on this report.

INDEMNIFICATION

Client shall indemnify, hold harmless and defend SGL against and from any loss, damage, claim, demand, or expense (including attorneys’ fees and other expenses) arising from or in connection with a breach of these Terms and Conditions by the Client or the use of the services of SGL provided under these Terms and Conditions.

INSURANCE

Each item submitted to SGL shall at all times remain at the risk of the Client. The Client shall insure all Items delivered to SGL against all risks at its own cost. Insurance shall be provided by reputable and reliable insurance company. Without prejudice and subject to the foregoing, SGL will use all reasonable endeavours to keep the Item secure while in its possession.
If any lawsuit is filed by any third party, including an insurance company, against SGL or its employees or any person who acts on behalf of the Client, the Client shall indemnify and hold harmless SGL from or against any and all losses, damages, costs, expenses (including attorneys’ fees and expenses), and any other amount incurred by SGL arising from or in connection with such lawsuit.
The insurance cover must be comprehensive, adequate and valid at all times during transit from the Client’s location to SGL, while in SGL’s possession and during transit from SGL to Client’s location. SGL shall not admit / accept any right to recourse either from the Client and/or from its insurer. The Client and/or its insurer hereby thus waive all its / their right to recourse, in favor of SGL. Further, the Client shall take all necessary steps to incorporate in its insurance documents the relevant clauses to the effect that the Client and/or its insurer shall not subrogate and waive off any and all claims duly covered under such insurance policy.

PAYMENT FOR SGL SERVICES

The Client shall pay SGL based on an invoice issued according to the order form or other specific document or agreement identifying the Service and applicable fee for the Service. SGL may choose to withhold the Item in the event that the Client fails to pay the fee, or any part thereof, until the payment is duly settled.

TRADE NAME AND PROPRIETARY RIGHTS

All of SGL reports, copyrights, trade names, service marks and trademarks shall belong only to SGL as its sole and exclusive property and shall not be reproduced by anyone without SGL consent. For the avoidance of doubt, Client undertakes that all the aforesaid proprietary items shall not be used, either in whole or in part, for any promotion, advertisement or selling activities in relation to the inspected Item or otherwise, unless with the express prior written consent of SGL.

MISCELLANEOUS

Any matter not stipulated in these Terms and Conditions shall be resolved through consultation between the Client and SGL.
These General Terms and Conditions shall become effective on the date they are published on SGL website. SGL may change, revise, amend or modify these Terms and Conditions from time to time. SGL shall publish such changes, revisions, amendments or modifications on its official website, which shall then become effective immediately upon announcement without any further action by any party.
SGL shall be under no liability to perform any of its obligations towards the Client if and to the extent that the failure is caused by act of God, environmental restriction, condition or control or by reason of any act done or not done pursuant to a trade dispute, shortages of labour or materials or breakdown of equipment or any other matter (whether or not similar to the foregoing) outside the control of SGL.
Failure by SGL to exercise, or a delay in exercising any right or remedy under these Conditions shall not constitute a waiver of any rights or remedies which SGL may have.
These General Terms and Conditions constitute integral part of any agreement between SGL and the Client and shall be read in conjunction therewith.

GOVERNING LAW AND JURISDICTION

These Terms and Conditions shall be governed by and construed in accordance with, the laws of the territory / jurisdiction within which the specific laboratory or branch of SGL providing the Service is domiciled.
In case of any dispute, it must be brought in to the notice of SGL within 15 days of receipt of the Report and the Parties shall exert their best efforts to resolve the dispute amicably and in good faith. Failing to reach amicable settlement, any dispute arising between SGL and the Client shall then be exclusively brought before the competent local courts of the aforesaid jurisdiction.