General Terms and Conditions (“GTC”) of Business of
Quality Resources Asia Limited (the “Company”)
1. The Company is engaged in the trade of inspection, auditing and testing carrying out such standard services as are referred to below as well as providing consultancy and special services (the “Services”) as may be agreed by the Company issuing reports (the “Reports”) and/or certificates (the “Certificates”) in accordance with the GTC.
2. Client: the Company acts for the named individual or entity (the “Principal”) which give it a mandate and not any other parties, specifically associates, agents, employees, officers or shareholders.
3. Services: the Company provides the Services in accordance with the Principal's specific instructions as confirmed in writing by the Company, with sufficient information, specifications and instructions, to enable the Company to evaluate and/or to carry out the Services required. Reports and Certificates issued by the Company will reflect the facts as recorded by it at the time of its intervention only and within the limits of the instructions received or, in the absence of such instructions, within the limits of the alternative parameters applied as provided.
4. Performance by third parties: the Company may delegate the performance of all or part of the Services to an agent, subcontractor or a third party (“Subcontractor”) and the Principal authorises the Company to disclose all information necessary for such performance to the agent or Subcontractor.
5. Tenders: all tenders issued by the Company are free of engagement, unless the tender mentions a term for acceptance. Oral agreements by the Company or by its staff shall only be binding upon the Company after they have been confirmed by the Company in writing. The prices in tenders are exclusive of sales tax or goods and services tax, unless stated otherwise.
6. Confidentiality: all business conducted between the Company and the Principal is conducted on a confidential basis. The Company and the Principal agree not to disclose information, reports or certificates to any third party without the written consent of the other party unless ordered by a court of competent jurisdiction. The Principal hereby irrevocably authorises the Company to deliver Reports and Certificates and to a third party where instructed by the Principal or, at the Company’s discretion, where it implicitly follows from circumstances, trade custom, usage or practice.
7. Samples: all samples shall be retained for a maximum of 6 months or such other shorter time period as the nature of the sample permits and then returned to Principal or otherwise disposed of at the Company’s discretion after which time the Company shall cease to have any responsibility for such samples. Storage of samples for more than 6 months shall incur a storage charge payable by the Principal. The Principal will be billed a handling and freight fee if samples are returned and special disposal charges if incurred.
8. Fees and Payment: all Services, unless otherwise stated and agreed, are performed under strict payment terms of advance payment prior to the date of the Service in the invoice currency. In the event of a dispute concerning either the Services or the invoice data, the Principal must inform the Company of the dispute details in writing within 7 days from the date of invoice. After the term of 30 days after the date of invoice has expired, the Principal shall be in default and shall owe interest on the invoice amount at the rate of 1.5% per month.
9. Liability: the Company’s liability for any loss, damage or expenses of whatever kind is limited to an amount equivalent to the amount of the fees paid for the Services. The Company shall not be liable for any trade losses, loss of profit or any other related losses whatsoever.
10. Time Periods: in the event of any claim, the Principal must give written notice to the Company at its registered address in the Hong Kong S.A.R., within 30 days of the date of the provision of the Services and the Company shall be discharged from all liability for claims for loss, damage or expense unless an action is brought within three months from (a) the date of performance by the Company of the Services which gives rise to the claim or (b) the date when the Services should have been completed in the event of any alleged non-performance.
11. Force majeure: in these GTC force majeure is understood to cover all external causes, foreseen or unforeseen, on which the Company cannot exercise any influence, but which prevent the Company from fulfilling its obligations. During force majeure the obligations of the Company are suspended subject to the right of either party to cancel the Services, without payment of compensation if the force majeure event exceeds two months. If the Company has already partially fulfilled its obligations when the force majeure event occurs, or can only partially fulfill its obligations, the Company shall be entitled to invoice the already performed or feasible part separately.
12. Law and Jurisdiction: any dispute or claim arising out of or in connection with these GTC or their subject matter, shall be governed by, and construed in accordance with the law of the Hong Kong S.A.R. and subject to the non-exclusive jurisdiction of the Courts of the Hong Kong S.A.R.
13. Application: the Company may amend the GTC from time to time, publish the same and the applicable version shall always be the most recently published version. These General Terms and Conditions have been prepared in the English language and in case of conflict with GTC in other languages, the version in the English language shall prevail.
April 2013