Terms and Conditions

1. All specifications required in respect of quantity, quality, packaging, and the like shall be limited solely to those stated in the Inspection Request. Any change to the goods shall be made exclusively through an addendum (issued via the issuing bank of the Letter of Credit) and/or an amendment to the Proforma Invoice, and must be notified by the Inspection Applicant to the Inspection Company prior to conducting the inspection and/or issuance of the Certificate of Inspection.

2. The Inspection Applicant declares that the goods covered by the order under inspection are not intended for the direct use of the Cultural Reserve Fund and its affiliated/subsidiary companies.

3. The Inspection Applicant shall, in advance, inform the seller/manufacturer of the scope and limits of inspection and obtain their consent for performing the inspection accordingly. In the event the seller/manufacturer does not agree to full implementation of the inspection scope, or fails to provide the necessary arrangements for proper performance, the inspector shall refrain from issuing the Certificate of Inspection, and no liability shall arise for the Inspection Company in this respect.

4. The Inspection Company shall treat all documents and information received in connection with the subject of the contract as confidential and shall not disclose them to any third party without the Inspection Applicant’s consent, except to competent authorities.

5. Inspection, in accordance with the Inspection Order and the defined scope, may be carried out at the place of manufacture, packaging location, seller’s warehouse, customs, or port of origin; or, if stated in the Letter of Credit, at the customs or port of destination. In all cases, the date of issuance of the certificate shall be the same as, or later than, the Bill of Lading date or the date of delivery of the goods to the buyer.

6. Where specifications or the scope of inspection are incomplete and not expressly determined in the Inspection Order and its attachments, prevailing practice for pre-shipment inspection and the common standards used by the manufacturer or seller shall apply; for goods subject to mandatory standards, the rules and requirements of the Institute of Standards and Industrial Research of Iran (INSO) shall be the governing criteria.
    

7. Necessary measures to ensure the inspector’s safety and to provide suitable conditions for proper performance of the inspection shall be taken by the seller/manufacturer, and any potential hazards shall be communicated to the Inspection Company. The Inspection Applicant shall require the seller/manufacturer to comply with the specified requirements.

8. In case of any minor discrepancy among purchase documents regarding goods specifications, the order of precedence of documents shall be as follows: (1) Letter of Credit, (2) Inspection Contract, (3) Purchase Contract, (4) Proforma Invoice and/or documents referenced in the Letter of Credit or Purchase Contract, (5) Proforma Invoices in chronological order (latest first), and (6) other documents.

9. If the goods specifications (including quality, quantity, etc.) are acceptable within the “permissible tolerance” according to applicable standards and professional inspection/testing methods, and in view of the defined inspection scope, the Inspection Company shall be obliged to issue the Permit to Ship.

10. If, after the opening of the Letter of Credit, the Inspection Applicant intends to change the inspection company, the Inspection Applicant must first obtain the written consent of the Inspection Company. In any event, if inspection operations are performed—whether or not a certificate is issued—the inspection fee shall be payable.

11. If, due to nonconformity between inspection results and the order conditions, or due to the seller/manufacturer not being ready to properly conduct inspection/testing at the scheduled time, the inspector is required to make repeat visits and perform re-inspection/re-testing, the costs of re-inspection and re-testing, in addition to the agreed inspection fee, shall be paid by the seller/buyer.

12. The Inspection Applicant undertakes to notify the inspection date in writing to the Inspection Company at least seven (7) working days prior to the inspection and to make the necessary arrangements with the seller and/or manufacturer.

13. The Inspection Applicant shall be responsible for paying ancillary costs related to inspection activities, including (without limitation) the cost of sending samples to laboratories, testing costs, and similar expenses.

14. If inspection, sampling, and testing are required beyond the defined scope of inspection, the Inspection Applicant shall be responsible for the additional costs.

15. If the Inspection Applicant requires retention (“witness”) samples, relevant instructions specifying the required quantity and retention period shall be provided. Such request must be agreed between the Inspection Applicant and the seller.
     

16. The retention period for records and documentation of the referred order shall be up to one (1) year after completion of the inspector’s contractual obligations; after that period, expired records shall be destroyed.

17. The Inspection Applicant shall notify the Inspection Company in writing of packaging details after agreement with the seller. Otherwise, the seller’s/manufacturer’s standards and prevailing practice shall be the basis for inspection.

18. Any documents required by the Inspection Applicant for inspection (brochures, drawings, technical specifications, etc.) must be delivered directly by the Inspection Applicant (or its representative) to the Inspection Company at least two (2) weeks prior to the inspection. If such documents are not delivered on time by the Inspection Applicant and are instead provided by the seller/manufacturer, those documents shall be used as the basis for inspection, and the Inspection Company shall bear no responsibility for any potential claims by the buyer.

19. Any inspection/testing method and applicable standards that are important for determining goods specifications must be specified by the buyer in the Letter of Credit, Proforma Invoice, or other purchase documents. Otherwise, the methods and standards used by the seller shall govern inspection and testing. For items subject to mandatory standards, INSO requirements shall apply.

20. Test results for selected samples shall be accepted only from laboratories holding a valid ISO/IEC 17025 accreditation. If no accredited laboratory is available, use of the manufacturer’s laboratories with suitable test equipment and valid calibration certificates, in the presence of the Inspection Company’s representative, shall be permitted.

21. The Inspection Applicant is not permitted to ship the goods prior to receiving the Permit to Ship from the Inspection Company.

22. The certificate issuance date must be the same as, or later than, the Bill of Lading date, unless a different time or date is expressly specified in the Purchase Contract or Letter of Credit.

23. After issuance, the Certificate of Inspection shall be delivered to the beneficiary of the Letter of Credit, unless otherwise specified in the Letter of Credit or Purchase Contract.

24. The Inspection Applicant shall upload the customs declaration in the customs system after the Certificate of Inspection (COI) has been uploaded by the Inspection Company into the Export & Import system of the Institute of Standards and Industrial Research of Iran (INSO).
     

25. “Goods” under this order means new, unused, and non-refurbished goods. If inspection of used or refurbished goods is intended, the Inspection Applicant must, in addition to stating this in the purchase documents, notify the Inspection Company so that inspection is conducted under a separate contract specifying the exact characteristics of the used/refurbished goods, the inspection method, and the responsibilities of the relevant parties.

26. If the place of manufacture/assembly of the goods or their components is required, the details—approved by the seller/manufacturer—must be expressly stated in the purchase documents. Merely stating the place of origin or providing a Certificate of Origin shall not be sufficient. Otherwise, the manufacturer’s/seller’s standards and prevailing practice shall be the basis for inspection.

27. The inspection company and its inspectors are independent entities. The buyer, seller, bank, or any other natural or legal person may not compel or prevent the inspection company or its inspectors from issuing or not issuing the certificate, except by an official order of competent legal authorities.

28. The Inspection Company may refuse to issue the Certificate of Inspection in the following cases: (1) the subject of inspection is unauthorized or illegal; (2) the subject of inspection does not conform to the conditions stated in the purchase documents; (3) lack of cooperation by the seller/manufacturer/producer in properly implementing the inspection scope; (4) a decision/opinion issued by competent authorities; (5) non-payment of the inspection fee.

29. If any potential discrepancy is observed in quantity, packaging, or order specifications, the buyer must notify the seller and the Inspection Company within three (3) months from the date of arrival of the goods and before customs clearance, and without making any changes that could hinder determination of responsibility or the cause of the alleged discrepancy. The buyer shall also provide arrangements for visit, sampling, re-inspection, and initial investigations necessary to determine the extent and cause of the discrepancy, unless other arrangements have been clearly agreed in advance with the Inspection Company.

30. If any discrepancy is discovered after customs clearance, and no later than sixty (60) days after clearance, the buyer must notify the seller and the inspector in writing. Provided that all goods remain available and identifiable based on shipping documents and the intact packaging is still available, the Inspection Company—solely as cooperation and assistance toward possible enforcement of the buyer’s rights and for reporting purposes—may carry out re-inspection of the goods.

31. The seller bears ultimate responsibility for delivering the goods in conformity with the specifications stated in the purchase documents, and issuance of the Certificate of Inspection does not relieve the seller of its contractual obligations. If any nonconformity in the goods specifications is proven, compensation for damages shall be borne by the seller/manufacturer. Nevertheless, the Inspection Company shall cooperate and take necessary measures—within customary practice and the defined scope of inspection—to assist in securing the buyer’s legitimate rights.

32. The Inspection Company shall perform the referred inspection services with due care and the necessary professional skill. However, under no circumstances shall the liability and obligations of the Inspection Company and its personnel, for proven negligence before competent authorities, exceed the amount of the inspection fee received, in proportion to the part of the consignment for which negligence has been proven. In cases of intentional misconduct, the decision of a competent judicial authority shall be the basis of reliance.

33. Issuance of the inspection report and certificate reflects only the condition/status of the goods at the time of inspection and up to the issuance of the Bill of Lading. Any loss or damage to the goods after issuance of the Bill of Lading—arising from transportation, unloading/handling, storage/warehousing, physical or chemical reactions, or adverse weather conditions—shall not be considered a nonconformity existing at the time of inspection, and the Inspection Company shall bear no liability therefor.

34. In the event of any dispute, the parties shall first seek to resolve it through negotiation. Otherwise, the competent authorities in the Islamic Republic of Iran shall have jurisdiction to adjudicate the dispute.