INTRODUCTION

Gems & Metals Calibration Laboratory (“GMCL“) is an independent laboratory offering professional services of inspection, identification, and grading of diamonds, gemstones, and jewelry.

These Terms and Conditions apply with respect to the provision of GMCL service and set forth the rights and obligations between GMCL and a client who wishes to avail of any GMCL services upon mutual agreement (“Client”). Any request of Client for GMCL 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 honor them and be bound thereby.

DEFINITIONS

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Personal Data

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

• “Item” means the diamond, gemstone, gem material, or jewelry delivered by Client to GMCL for the purpose of identification, grading, and/ or other laboratory assessment or service.
• “Service” means the professional expertise and laboratory services provided by GMCL with the main general scope of testing, inspecting, identifying, analyzing, and/or grading diamonds, gemstones, gem material, and/or jewelry, and/or any other type of services as specifically agreed between Client and GMCL. Metal assessment is not carried out by GMCL unless submitted to GMCL specifically or exclusively for metal testing for a metal testing report.
• “Inspection” means the procedure conducted by GMCL 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 GMCL 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. Color grade is based on GMCL master comparison stones (studded & loose). The 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 GMCL. 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 GMCL 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 GMCL.

THE SERVICE

• GMCL 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 GMCL 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 GMCL, and accordingly GMCL 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 GMCL.
• 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 GMCL deems it impossible or impractical to perform the Service, GMCL may terminate the respective request and inform the Client of such termination. In such a case, unless otherwise agreed between GMCL and the Client, GMCL 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. GMCL may deduct any admin fees or other reimbursements against the time and attention given to the terminated request.
• GMCL 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 GMCL that an Item that is submitted to GMCL 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 GMCL 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 OF THE CONDITION OF THE 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 jewelry piece may still be accepted for Inspection at the sole discretion of GMCL. The issuance of the Report will however be subject to the identification of stones/samples in the jewelry. In such cases, only the total weight of the jewelry item and accessible dimensions of the gemstones will be given in 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 the form of a written report which expresses the independent opinion of GMCL made over the examined Item at the time of Inspection.
• GMCL 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 the 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. GMCL assumes no responsibility for any representations (or misrepresentations) made by the Client or anyone else about the inspected Item.
• The contents of GMCL’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 gemological identifiable and require disclosure); and any other data which GMCL shall deem necessary. As an option, GMCL may attach a photograph of the Item, taken at the time of Inspection.
• The Report would usually be issued in one copy for each Item. Nevertheless, GMCL 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 GMCL unless submitted to GMCL specifically or exclusively for a metal testing report.
• GMCL 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 GMCL 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 GMCL shall not guarantee that such determination is possible.
• Complaints, remarks, or claims in any way related to GMCL Reports will be accepted and dealt with at the sole discretion of GMCL 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:

• • GMCL determines that any unauthorized alteration, modification, or addition is made to the Report.

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

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

• • GMCL determines that the information provided by the Client in relation to the Item were untrue, inaccurate, or incomplete

• • GMCL 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 GMCL premises and shall collect the Item upon the request of GMCL 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 GMCL completes Inspection, GMCL shall thereafter be relieved of its responsibility for storing the Item. If GMCL elects to store the Item, GMCL 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 GMCL 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 GMCL 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 GMCL for the relevant Inspection, and this shall be the Client’s exclusive remedy.
• Neither GMCL, 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 GMCL.
• 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), GMCL 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 GMCL report/consultation/certificate (Hereinafter “report”), consists of findings made by GMCL 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 GMCL offers no guarantees in this respect.

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

• GMCL 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 GMCL or its employees unless this is a direct result of fraud, willful misconduct or gross negligence.
• In any event, GMCL and its employees shall not be held liable for any special or consequential damages resulting from this report.
• GMCL 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 GMCL 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 GMCL 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 GMCL 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 GMCL 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 GMCL provided under these Terms and Conditions.

INSURANCE

• Each item submitted to GMCL shall at all times remain at the risk of the Client. The Client shall insure all Items delivered to GMCL against all risks at its own cost. Insurance shall be provided by reputable and reliable insurance companies. Without prejudice and subject to the foregoing, GMCL will use all reasonable endeavors to keep the Item secure while in its possession.
• If any lawsuit is filed by any third party, including an insurance company, against GMCL or its employees or any person who acts on behalf of the Client, the Client shall indemnify and hold harmless GMCL from or against any and all losses, damages, costs, expenses (including attorneys’ fees and expenses), and any other amount incurred by GMCL 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 GMCL, while in GMCL’s possession, and during transit from GMCL to Client’s location. GMCL 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 GMCL. 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 GMCL SERVICES

The Client shall pay GMCL 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. GMCL 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 GMCL reports, copyrights, trade names, service marks, and trademarks shall belong only to GMCL as its sole and exclusive property and shall not be reproduced by anyone without GMCL’s 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 GMCL.

MISCELLANEOUS

• Any matter not stipulated in these Terms and Conditions shall be resolved through consultation between the Client and GMCL.
• These General Terms and Conditions shall become effective on the date they are published on the  GMCL website. GMCL may change, revise, amend, or modify these Terms and Conditions from time to time. GMCL 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.
• GMCL 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 an  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 labor or materials or breakdown of equipment or any other matter (whether or not similar to the foregoing) outside the control of GMCL.
• Failure by GMCL 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 GMCL may have.
• These General Terms and Conditions constitute integral part of any agreement between GMCL 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 GMCL providing the Service is domiciled.
• In case of any dispute, it must be brought to the notice of GMCL 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 an  amicable settlement, any dispute arising between GMCL and the Client shall then be exclusively brought before the competent local courts of the aforesaid jurisdiction.