1. GENERAL

(a) Unless otherwise agreed in writing or except where they are at variance with (i) the regulations governing services performed on

behalf of governments, government bodies or any other public entity or

(ii) the mandatory provisions of local law, all offers or services and all resulting contractual relationship(s) between any of the affiliated companies of  or any of their agents (each a “Company”) and Client (the “Contractual Relationship(s)”) shall be governed by these general conditions of service (hereinafter the “General Conditions”).

(b) The Company may perform services for persons or entities (private, public or governmental) issuing instructions (hereinafter, the “Client”).

(c) Unless the Company receives prior written instructions to the

contrary from Client, no other party is entitled to give instructions, particularly on the scope of the services or the delivery of reports or certificates resulting therefrom (the “Reports of Findings”). Client hereby irrevocably authorises the Company to deliver Reports of Findings to a third party where

so instructed by Client or, at its discretion, where it implicitly follows from circumstances, trade custom, usage or practice.

2. PROVISION OF SERVICES

(a) The Company will provide services using reasonable care and skill and in accordance with Client’s specific instructions as confirmed by the Company or, in the absence of such instructions:

(1) the terms of any standard order form or standard specification sheet of the Company; and/or

(2) any relevant trade custom, usage or practice; and/or

(3) such methods as the Company shall consider appropriate on technical, operational and/or financial grounds.

(b) Information stated in Reports of Findings is derived from the results of inspection or testing procedures carried out in accordance with the instructions of Client, and/or our assessment of such results on the basis of any technical standards, trade custom or practice, or other circumstances which should in our professional opinion be taken into account.

(c) Reports of Findings issued further to the testing of samples contain the Company’s opinion on those samples only and do not express any opinion upon the lot from which the samples were drawn.

(d) Should Client request that the Company witness any third party intervention, Client agrees  that the Company’s sole responsibility is to be present at the time of the third party’s intervention and to forward the results, or confirm the occurrence, of the intervention. Client agrees that the Company is not responsible for the condition or calibration of apparatus,

instruments and measuring devices used, the analysis methods applied, the qualifications, actions or omissions of third party personnel or the analysis results.

(e) Reports of Findings 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 for in clause 2(a). The Company is under no obligation to refer to, or report upon, any facts

or circumstances which are outside the specific instructions received or alternative parameters applied.

(f) The Company may delegate the performance of all or part of the services to an agent or

subcontractor and Client authorises Company to disclose all information necessary for such performance to the agent or subcontractor.

(g) Should Company receive documents reflecting engagements contracted between Client and third parties or third party documents, such as copies of sale contracts, letters of credit, bills of lading,

etc., they are considered to be for information only, and do not extend or restrict the scope of the services or the obligations accepted by the Company.

(h) Client acknowledges that the Company, by providing the services, neither takes the place of Client or any third party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogates or undertakes to discharge any duty of Client to any third party or that of any third party to Client.

All samples shall be retained for a maximum of 3 months or such other shorter time period as the nature of the sample  permits and then returned to Client or otherwise disposed of at the Company’s discretion after which

time Company shall cease to have any responsibility for such samples. Storage of samples for more than

3 months shall incur a storage charge payable by Client. Client will be billed a handling and freight fee if samples are returned. Special disposal charges will be billed to Client if incurred.

3. OBLIGATIONS OF CLIENT

The Client will:

(a) ensure that sufficient information, instructions and documents are given in due time (and, in any event not later than 48 hours prior to the desired intervention) to enable the required services to be performed;

(b) procure all necessary access for the Company’s representatives to the premises where the services are to be performed and take

all necessary steps to eliminate or remedy any obstacles to, or

interruptions in, the performance of the services;

(c) Supply, if required, any special equipment and personnel necessary for the performance of the services;

(d) ensure that all necessary measures are taken for safety and security

of working conditions, sites and installations during the performance of services and will not rely, in this respect, on the Company’s advice whether required or not;

(e) inform Company in advance of any known hazards or dangers,

actual or potential, associated with any order or samples or testing including, for example,  presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or poisons;

(f) Fully exercise all its rights and discharge all its liabilities under any relevant sales or other contract with a third party and at law.

4. FEES AND PAYMENT

(a) Fees not established between the Company and Client at the time the order is placed or a contract

is negotiated shall be at the Company’s standard rates (which are subject to change) and all applicable taxes shall be payable by Client.

(b) Unless a shorter period is established in the invoice, Client  will promptly pay not later than 30 days from the relevant invoice date or within such other period as may be established by the Company in the invoice (the “Due Date”) all fees due to the Company failing which interest will become due at a rate  of 1.5% per month (or such other rate as may be established in the invoice) from the Due Date up to and including the date payment is actually received.

(c) Client shall not be entitled to retain or defer payment of any sums due to the Company on account of any dispute, counter claim or set off which it may allege against the Company.

(d) Company may elect to bring action for the collection of unpaid fees

in any court having competent jurisdiction.

(e) Client shall pay all of the Company’s collection costs, including attorney’s fees and related costs.

(f) In the event any unforeseen problems or expenses arise in the course of carrying out the services the Company shall endeavour to inform Client and shall be entitled to charge additional fees to cover extra time and cost necessarily incurred to complete the services.

(g) If the Company is unable to  perform all or part of the services for any cause whatsoever outside the Company’s control including failure by Client to comply with any of its obligations provided for in clause 3 above the Company shall nevertheless be entitled to payment of:

(1) the amount of all non-refundable expenses incurred by the Company; and

(2) a proportion of the agreed fee equal to the proportion of the services actually carried out.

5. SUSPENSION OR TERMINATION OF SERVICES

The Company shall be entitled to immediately and without liability either suspend or terminate provision of the services in the event of:

(a) failure by the Client to comply with any of its obligations hereunder and such failure is not remedied within 10 days that notice of such failure has been notified to Client; or

(b) any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by Client.

6. LIABILITY AND INDEMNIFICATION

(a) Limitation of Liability:

(1) The Company is neither an insurer nor a guarantor and disclaims all liability in such capacity. Clients seeking

a guarantee against loss or damage should obtain appropriate insurance.

(2) Reports of Findings are issued on the basis of information, documents and/or samples provided by, or on behalf of, Client and solely for the benefit of Client who is responsible for acting as it sees fit on the basis of such Reports of Findings. Neither the Company nor any of its officers, employees, agents or subcontractors shall be liable to Client nor any third party for any actions taken or not taken on the basis of such Reports of Findings nor for any incorrect results arising from unclear, erroneous, incomplete, misleading or false information provided to the Company.

The Company shall not be liable for any delayed, partial or total non-performance of the services arising directly or indirectly from any event outside the Company’s control including failure by

Client to comply with any of its obligations hereunder.

(3) The liability of the Company in respect of any claim for loss, damage or expense of any nature and howsoever arising shall in

no circumstances exceed a total aggregate sum equal to 10 times the amount of the fee paid in respect of the specific service which gives rise to such claim or US$20,000 (or its equivalent in local currency), whichever is the lesser.

(4) The Company shall have no liability for any indirect or consequential loss including without limitation loss  of profits, loss of business, loss of

opportunity, loss of goodwill and cost of product recall. It shall further have no liability for any loss, damage or expenses arising from the claims of any third party (including, without limitation, product liability claims) that may be incurred by the Client.

(5) In the event of any claim, Client must give written notice to the Company within 30 days of discovery of the facts alleged  to justify such claim and, in any case, the Company shall be discharged from all liability for all claims for loss, damage or expense unless suit is brought within one year from:

(i) the date of performance by the Company of the service which gives rise to the claim; or

(ii) the date when the service should have been completed in the event of any alleged nonperformance.

(b) Indemnification: Client shall guarantee, hold harmless and indemnify the Company and its officers, employees, agents or subcontractors against all claims (actual or threatened) by any third party for loss, damage or expense of whatsoever nature including all legal expenses and related costs and howsoever arising relating

to the performance, purported performance or non-performance, of any services.

7. MISCELLANEOUS

(a) If any one or more provisions of these General Conditions are found to be illegal or unenforceable in

any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(b) During the course of providing the services and for a period of one year thereafter Client shall not directly or indirectly entice, encourage or make any offer to

Company’s employees to leave their employment with the Company.

(c) Use of the Company’s corporate name or registered marks for advertising purposes is not permitted without the Company’s prior written authorisation.

8. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

Unless specifically agreed otherwise, all disputes arising out or in connection with Contractual Relationship(s) hereunder shall be governed by the substantive laws of China of any rules with respect to conflicts of laws and be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules. The arbitration shall take place in Guangzhou (China) and be conducted in the English language.

General Conditions for Certification Services

1. General

1.1 Unless otherwise agreed in writing, all offers or services and all resulting contractual relationship(s) between EVERTRUST, any of their agents (each “EVERTRUST”) to any person applying for certification services (the “Client”) shall be governed by these General Conditions.

1.2 These General Conditions, and, as applicable, the Proposal, the Application, the Codes of Practice, the EVERTRUST Certification Marks License Terms and Conditions constitute the entire agreement (the “Contract”) between the Client and EVERTRUST with respect to the subject matter hereof. Save as otherwise provided no variation to the Contract shall be valid unless it is in writing and signed by or on behalf of the Client and EVERTRUST.

1.3 Where a Certificate is issued to the Client, EVERTRUST will provide the Services using reasonable care and skill and in accordance with the Codes of Practice then in force of the relevant Certification Body. A copy of such Codes of Practice, and any amendments to it as may be issued from time to time, will be supplied by the Certification Body to the Client upon commencement of the Services.

2. Definitions

“Accreditation Body: An authoritative body that performs accreditation or approval of the EVERTRUST certification body.”;

“Application“ means the request for services by a Client;

“Certificate“ means the Certificate issued by a competent Certification Body;

“Certification Body” means any EVERTRUST company having the authorisation to issue Certificates;

“Codes of Practice” means those codes of practice issued by a Certification Body in accordance with the relevant certification scheme;

“Proposal” means the outline of services to be rendered by EVERTRUST to the Client.

"Report" a report issued by EVERTRUST to the Client indicating whether or not a recommendation to issue a Certificate is to be made.

“EVERTRUST Certification Mark License Terms and Conditions” means the terms and conditions of use of the licensed EVERTRUST Certification Mark.

3. Services

3.1 These General Conditions cover the following services (“the Services”):

(a) Product conformity certification services in accordance with Directives or national legislation and product certification services in accordance with non-mandatory normative documents, specifications or technical regulations;

(b) Service certification services in accordance with non-mandatory normative documents, specifications or technical regulations;

3.2 On completion of an assessment programme, EVERTRUST will prepare and submit to the Client a Report. Any recommendation given in a Report is not binding on the Certification Body and the decision to issue a Certificate is at the sole discretion of the Certification Body.

3.3 Client acknowledges that EVERTRUST, either by entering into the Contract or by providing the Services, neither takes the place of Client or any third party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogates or undertakes to discharge any duty of Client to any third party or that of any third party to Client.

3.4 Certification, suspension, withdrawal or cancellation of a Certificate shall be in accordance with the applicable Codes of Practice.

3.5 EVERTRUST may delegate the performance of all or part of the Services to an agent or a subcontractor and Client authorises EVERTRUST to disclose all information necessary for such performance to the agent or subcontractor.

4. Obligations of the Client

4.1 The Client shall ensure that all product samples, access, assistance, information, records, documentation and facilities are made available to EVERTRUST when required by EVERTRUST, including the assistance of properly qualified, briefed and authorised personnel of the Client. The Client shall in addition provide EVERTRUST free of charge suitable space for conducting meetings.

4.2 So far as it is permitted by law, the Client acknowledges that, it has not been induced to enter into the Contract in reliance upon, nor has it been given, any warranty, representation, statement, assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever other than as are expressly set out in these General Conditions and, to the extent that it has been it unconditionally and irrevocably waives any claims, rights or remedies which it might otherwise have had in relation thereto.  Any conditions or stipulations included in the Client standard form documents which are inconsistent with, or which purport to modify or add to, these General Conditions shall have no effect unless expressly accepted in writing by EVERTRUST.

4.3 The Client shall take all necessary steps to eliminate or remedy any obstacles to or interruptions in the performance of the Services.

4.4 In order to allow EVERTRUST to comply with the applicable health and safety legislation the Client shall provide EVERTRUST with all available information regarding known or potential hazards likely to be encountered by EVERTRUST personnel during their visits. EVERTRUST shall take all reasonable steps ensure that whilst on the Client’s premises, its personnel comply with all health and safety regulations of the Client, provided that the Client makes EVERTRUST aware of the same.

4.5 For product conformity certification under an Directive the Client shall comply with all the provisions of that Directive. In particular, the Client may only affix the mark of conformity when all the requirements of that Directive are met.

4.6 The Client may only reproduce or publish extracts of any report of EVERTRUST if the name of EVERTRUST does not appear in any way or the Client has obtained the prior written authorisation of EVERTRUST. EVERTRUST reserves its rights to lodge a complaint in case of disclosure in breach of this clause or disclosure which EVERTRUST considers in its sole discretion is abusive. The Client shall not publicise details of the way in which EVERTRUST performs, conducts or executes its operations.

4.7 The Client shall immediately inform EVERTRUST of any and all changes in their premises which may affect their management system, their service their products, their process or their skills. Any breach of this obligation to inform may lead to the withdrawal of the Certificate. Furthermore the Client is bound to inform EVERTRUST of any major non conformity identified during internal audits undertaken by the Client, its partners or public authorities.

5. Fees and Payment

5.1 The fees quoted to the Client cover all stages leading to completion of the assessment programme or operations and the submission of a Report and of the periodic surveillances to be carried out by EVERTRUST for the maintenance of the Certificate. As fees are based on the charge rate applicable at the time of submitting a Proposal, EVERTRUST reserves the right to increase charges during the registration period. EVERTRUST may also increase its fees if the Client’s instructions change or are found to be not in accordance with the initial details supplied to EVERTRUST prior to it providing the relevant fee quotation. Clients will be notified of any increase in fees.

5.2 Additional fees shall be charged for operations that are not included in the Proposal and for work required due to non-conformances being identified. These will include, without limitation, costs resulting from:

(a) Repeats of any part, or all, of the assessment programme or operations due to the registration procedures and rules not being met;

(b) additional work due to suspension, withdrawal and/or reinstatement of a Certificate;

(c) Reassessment due to changes in the management system or products, process or services; or

(d) Compliance with any subpoena for documents or testimony relating to work performed by EVERTRUST.

5.3 Without prejudice to clause 5.2, additional fees will be payable at EVERTRUST’ charging rates in force from time to time in respect of rush orders, cancellation or rescheduling of services or any partial or full repeats of the assessment programme or operations which are required as set out in the Codes of Practice.

5.4 A copy of EVERTRUST’ prevailing charging rates is available on request from EVERTRUST.

5.5 Unless otherwise stated all fees quoted are exclusive of travelling and subsistence costs (which will be charged to the Client in accordance with EVERTRUST Travel Expense Policy). All fees and additional charges are exclusive of any applicable Value Added Tax, Sales Tax or similar tax in the country concerned.

5.6 Following submission of the Report to the Client, EVERTRUST shall issue an invoice to the Client. Invoices for additional and further work will be issued on completion of the relevant task. Unless advance payment has been agreed upon, all invoices are payable within thirty (30) days of the date of each invoice (the “Due Date”) regardless of whether the Client’s system or products qualify for certification failing which interest will become due at a rate of 1.5% per month (or such other rate as may be established in the invoice) from the Due Date up to including the date payment is actually received.

5.7 Any use by the Client of any Report or Certificate or the information contained therein is conditional upon the timely payment of all fees and charges. In addition to the remedies set out in the Codes of Practice, EVERTRUST reserves the right to cease or suspend all work and/or cause the suspension or withdrawal of any Certificate for a Client who fails duly to pay an invoice.

5.8 Client shall not be entitled to retain or defer payment of any sums due to EVERTRUST on account of any dispute, counter claim or set off which may allege against EVERTRUST.

5.9 EVERTRUST may elect to bring action for the collection of unpaid fees in any court having competent jurisdiction.

5.10 Client shall pay all EVERTRUST’ collection costs including reasonable attorney’s fees and related costs.

6. Archival Storage

6.1 EVERTRUST shall retain in its archive for the period required by the relevant Accreditation Body or by law in the country of the Certification Body all materials relating to the assessment programme and surveillance programme relating to that Certificate.

6.2 At the end of the archive period, EVERTRUST shall transfer, retain or dispose of the materials at its discretion, unless instructed otherwise by the Client. Fees for carrying out such instructions will be invoiced to the Client.

7. Report and Certificate Ownership and Intellectual Property

Any document including, but not limited to any Report or any Certificate, provided by EVERTRUST and the copyright contained therein shall be and remain the property of EVERTRUST and the Client shall not alter or misrepresent the contents of such documents in any way. The Client shall be entitled to make copies for its internal purposes only. Duplicates of Certificates are available upon request for external communication purposes.

8. Communication

The Client may promote its certification in accordance with the terms set out in the Regulations governing the use of the certification marks. Use of EVERTRUST’ corporate name or any other registered trademarks for advertising purposes is not permitted without EVERTRUST’ prior written consent.

9. Confidentiality

9.1 As used herein, “Confidential Information” shall mean any oral or written proprietary information that a party may acquire from the other party pursuant to the Contract or information as to the business of the other party provided, however, that Confidential Information shall not include any information which (1) is or hereafter becomes generally known to the public; (2) was available to the receiving party on a non-confidential basis prior to the time of its disclosure by the disclosing party; (3) is disclosed to a party by an independent third party with a right to make such disclosure.

9.2 Unless required by law or by a judicial, governmental or other regulatory body, neither party nor their agents or subcontractors shall use the Confidential Information other than for the purpose of the Contract nor disclose the other’s Confidential Information to any person or entity without the prior written approval of the other party except as expressly provided for herein.

10. Duration and Termination

10.1 Unless otherwise agreed, the Contract shall continue (subject to the termination rights set out in these General Conditions) for the term set forth in the Proposal (the "Initial Term"). On expiry of the Initial Term, the Contract shall renew automatically unless and until either party notifies the other in writing that the Contract will terminate at least three months prior to the expiry of the Initial Term or on three months' notice any time after the Initial Term.

10.2 EVERTRUST is entitled, at any time prior to the issue of a Certificate, to terminate the Contract if the Client is in material breach of its obligations and, following receipt of notice of such breach, the Client fails to remedy to the satisfaction of EVERTRUST such breach within 30 days.

10.3 Either Party shall be entitled to terminate immediately the provision of the Services in the event of any arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by the other Party.

10.4 Unless otherwise agreed in writing, the rights and obligations of the parties defined in clauses 8, 9, 12, 13 and 14 shall apply notwithstanding the completion of the Services or termination of the Contract.

10.5 In case the Client transfers its activities to another organisation, the transfer of the Certificate is subject to the Certification Body’s prior written consent. Where such consent is given, the use of the Certificate by such new organisation shall be governed by the Contract.

11. Force Majeure

If EVERTRUST is prevented from performing or completing any service for which the Contract has been made by reason of any cause whatsoever outside EVERTRUST’ control, including, but not limited to, acts of god, war, terrorist activity or industrial action; failure to obtain permits licenses or registrations; illness, death or resignation of personnel or failure by Client to comply with any of its obligations under the Contract, the Client will pay to EVERTRUST:

(a) The amount of all abortive expenditures actually made or incurred;

(b) a proportion of the agreed fees equal to the proportion (if any) of the service actually carried out;,

and EVERTRUST shall be relieved of all responsibility whatsoever for the partial or total non-performance of the required Services.

12. Limitation of Liability and Indemnity

12.1 EVERTRUST undertakes to exercise due care and skill in the performance of the Services and accepts responsibility only in cases of proven negligence.

12.2 Nothing in these General Conditions shall exclude or limit EVERTRUST' liability to the Client for death or personal injury or for fraud or any other matter resulting from EVERTRUST' negligence for which it would be illegal to exclude or limit its liability.

12.3 Subject to clause 12.2, the total liability of EVERTRUST to the Client in respect of any claim for loss, damage or expense of any nature and howsoever arising shall be limited, in respect of any one event or series of connected events, to an amount equal to the fees paid to EVERTRUST under the Contract (excluding Value Added Tax thereon).

12.4 Subject to clause 12.2, EVERTRUST shall have no liability to the Client for claim for loss, damage or expense unless arbitral proceedings are commenced within one year after the date of the performance by EVERTRUST of the service which gives rise to the claim or in the event of any alleged non-performance within one year of the date when such service should have been completed.

12.5 Subject to clause 12.2, EVERTRUST shall not be liable to the Client nor to any third party:

(a) For any loss, damage or expense arising from (i) a failure by Client to comply with any of its obligations herein (ii) any actions taken or not taken on the basis of the Reports or the Certificates; and (iii) any incorrect results, Reports or Certificates arising from unclear, erroneous, incomplete, misleading or false information provided to EVERTRUST;

(b) For loss of profits, loss of production, loss of business or costs incurred from business interruption, loss of revenue, loss of opportunity, loss of contracts, loss of expectation, loss of use, loss of goodwill or damage to reputation, loss of anticipated savings, cost or expenses incurred in relation to making product recall, cost or expenses incurred in mitigating loss and loss or damage arising from the claims of any third party (including without limitation product liability claims) that may be suffered by the Client; and

(c) Any indirect or consequential loss or damage of any kind (whether or not falling within the types of loss or damage identified in (b) above).

12.6 Except for cases of proven negligence or fraud by EVERTRUST, the Client further agrees to hold harmless and indemnify EVERTRUST and its officers, employees, agents or subcontractors against all claims (actual or threatened) by any third party for loss, damage or expense of whatsoever nature including all legal expenses and related costs and howsoever arising (i) relating to the performance, purported performance or non-performance, of the Services or (ii) out of or in connection with the Client's product, process or service the subject of the certification (including, without limitation, product liability claims).

12.7 Each party shall take out adequate insurance to cover its liabilities under the Contract.

13. Miscellaneous

13.1 If any one or more provisions of these General Conditions are found to be illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13.2 Except as expressly provided for herein, the Client may not assign or transfer any of its rights hereunder without EVERTRUST’ prior written consent.

13.3 Neither party shall assign the Contract without the prior written consent of the other Party such consent shall not be unreasonably withheld. Any assignment shall not relieve the assignor from any liability or obligation under the Contract.

13.4 A Party giving notice under these General Conditions must do so in writing with such notice being hand delivered or sent by prepaid, first class post or facsimile to the address for the other Party as set out in the Application. A notice will be deemed received by the other Party:

(a) If hand delivered, on the date of delivery;

(b) If sent by first class post, three days after the date of posting;

(c) If sent by facsimile, the time indicated on the sending Party's facsimile transmission confirmation message.

13.6 The Parties acknowledge that EVERTRUST provides the Services to the Client as an independent contractor and that the Contract does not create any partnership, agency, employment or fiduciary relationship between EVERTRUST and the Client.

13.7 Any failure by EVERTRUST to require the Client to perform any of its obligations under these General Conditions or the Contract shall not constitute a waiver of its right to require performance of that or any other obligation.

14. Disputes

Unless specifically agreed otherwise, all disputes arising out or in connection with these Conditions or the Contract shall be governed by the laws of China or more arbitrators appointed in accordance with the said rules.

GENERAL CONDITIONS FOR PRODUCT CONFORMITY ASSESSMENT SERVICES

1. GENERAL

a. Unless otherwise agreed in writing or except where they are at variance with

(i) the regulations governing services performed on behalf of governments, government bodies or any other public entity or (ii) the mandatory provisions of local law, all offers or services and all resulting contractual relationship(s) between any of their agents (each a “Company”) and Client (the “Contractual Relationship(s)”)

in relation to product conformity assessment services shall be governed by these general conditions for product conformity assessment services (hereinafter the “General Conditions”).

b. The Company may perform services for persons or entities (private, public or governmental) issuing instructions (hereinafter, the “Client”).

c. Unless the Company receives prior written instructions to the contrary from Client, no other party is entitled to give instructions, particularly on  the scope of the services or the delivery of reports or certificates resulting therefrom (the “Certificates of Conformity”). Client hereby irrevocably authorises the Company to deliver Certificates of Conformity to a third party where so instructed by Client or, at its discretion, where it implicitly follows from circumstances, trade custom, usage or practice.

2. PROVISION OF SERVICES

a. The Company will provide services using reasonable care and skill and in accordance with Client’s specific instructions as confirmed by the Company or, in the absence of such instructions:

1. the terms of any standard order form or standard specification sheet of the Company; and/or

2. any relevant trade custom, usage or practice; and/or

3. such methods as the Company shall consider appropriate on technical, operational and/or financial grounds.

Information stated in Certificates of Conformity is derived from the results of inspection or testing procedures carried out in accordance with the instructions of Client, and/ or our assessment of such results on the basis of any technical standards, trade custom or practice, or other circumstances which should in our professional opinion be taken into account.

b. Should Client request that the Company witness any third party intervention, Client agrees that the Company’s sole responsibility is to be present at the time of the third

c. party’s intervention and to forward the results, or confirm the occurrence, of the intervention.Client agrees that the Company is not responsible for the condition or calibration of apparatus, instruments and measuring devices used, the analysis methods applied, the qualifications, actions or omissions of third party personnel or the analysis results.

d. Certificates of Conformity issued by the Company will reflect the facts  as recorded by it at the time of its

e. 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 for in clause 2(a).

f. The Company is under no obligation to refer to, or report upon, any facts or circumstances which are outside the specific instructions received or alternative parameters applied.

g. The Company may delegate the performance of all or part of the services to an agent or subcontractor and Client authorises Company to disclose all information necessary

h. for such performance to the agent or subcontractor.

i. Should Company receive documents reflecting engagements contracted between Client and third parties or third party documents, such as copies of sale contracts, letters of credit, bills of lading, etc., they are considered

to be for information only, and do not extend or restrict the scope of the services or the obligations accepted by the Company.

j. Client acknowledges that the Company, by providing the services, neither takes the place of Client or any third party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogates or undertakes to discharge any duty of Client to any third party or that of any third party to Client.

k. All samples shall be retained for a maximum of 3 months or such other shorter time period as the nature of the sample permits and then returned to Client or otherwise disposed of at the Company’s discretion after which time Company shall cease to have any responsibility for such samples. Storage of samples for more than 3 months shall incur a storage charge

payable by Client. Client will be billed a handling and freight fee if samples are returned. Special disposal charges will be billed to Client if incurred.

3. OBLIGATIONS OF CLIENT

The Client will:

a. ensure that sufficient information, instructions and documents are given in due time (and, in any event not later than 48 hours prior to the desired intervention) to enable the required services to be performed;

b. procure all necessary access for the Company’s representatives to the premises where the services are to be performed and take all necessary steps to eliminate or remedy any obstacles to, or interruptions in, the performance of the services;

c. supply, if required, any special equipment and personnel necessary for the performance of the services;

d. ensure that all necessary measures are taken for safety and security

of working conditions, sites and installations during the performance of services and will not rely, in this respect, on the Company’s advice whether required or not;

e. inform Company in advance of any known hazards or dangers, actual or potential, associated with any order or samples or testing including, for

example, presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or poisons;

f. fully exercise all its rights and discharge all its liabilities under any relevant sales or other contract with a third party and at law;

g. fulfil the certification requirements including implementing appropriate changes when they are communicated by the Company. The Client must inform the Company should there be changes that may affect its ability

to comply with the certification requirements.Any breach of this obligation to inform may lead to the withdrawal of the Certificate of

Conformity. Furthermore, the Client is bound to inform the Company of any major non conformity identified during internal audits undertaken by the Client, its partners or public authorities;

h. only makes claims regarding the certification of goods covered under the scope of the certification;

i. make all necessary arrangements for the investigation of complaints. The Client shall keep a record of all customer complaints made known to it, take appropriate action with respect to such complaints and  any deficiencies found in products that affect compliance with the requirements for certification; document the actions taken; and

makes these records available to the Company when requested;

j. only reproduce certification documents in their entirety or as specified by the certification scheme, if provided by the Client to third parties;

k. not use its certification in such a manner as to bring the Company into disrepute and not make any statement regarding its certification that the Company may consider misleading or unauthorized;

l. authorize the participation of third party observers if required by the Company;

m. ensure that the certified products continue to fulfil product requirements if the certification applies to continuing production;

n. not make reference to its product certification in communication media such as documents, brochures or advertising unless authorized in writing by the Company.

4. FEES AND PAYMENT

a. Fees not established between the Company and Client at the time the order is placed or a contract is

negotiated shall be at the Company’s standard rates (which are subject to change) and all applicable taxes shall be payable by Client.

b. Unless a shorter period is established in the invoice, Client will promptly  pay not later than 30 days from the relevant invoice date or within such

other period as may be established by the Company in the invoice (the “Due Date”) all fees due to the Company failing which interest will become due at a rate of 1.5% per month (or such other rate as may be established in the invoice) from the Due Date up to and including the date payment is actually received.

c. Client shall not be entitled to retain or defer payment of any sums due to the Company on account of any dispute, counter claim or set off which it may allege against the Company.

d. Company may elect to bring action  for the collection of unpaid fees in any court having competent jurisdiction.

e. Client shall pay all of the Company’s collection costs, including attorney’s fees and related costs.

f. In the event any unforeseen problems or expenses arise in the course of carrying out the services the Company shall endeavour to inform Client and shall be entitled to charge additional fees to cover extra time and cost necessarily incurred to complete the services.

g. If the Company is unable to perform all or part of the services for any cause whatsoever outside the Company’s control including failure by Client to comply with any of its obligations provided for in clause 3

above the Company shall nevertheless be entitled to payment of:

1. the amount of all non-refundable expenses incurred by the Company; and

2. a proportion of the agreed fee equal to the proportion of the services actually carried out.

5. SUSPENSION OR TERMINATION OF SERVICES

The Company shall be entitled to immediately and without liability either suspend or terminate provision of the services in the event of:

a. failure by the Client to comply with any of its obligations hereunder and such failure is not remedied within 10 days that notice of such failure has been notified to Client; or

b. any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by Client.

The conditions for the suspension and/or withdrawal of Certificate of Conformity (CoC), Statement of Product Registration (SoR) or Statement of Product License (SoL),shall be provided by the Company upon request.

6. LIABILITY AND INDEMNIFICATION

a. Limitation of Liability:

1. The Company is neither an insurer nor a guarantor and disclaims all liability in such capacity. Clients seeking a guarantee against loss or damage should obtain appropriate insurance.

2. Certificates of  Conformity  are issued on the basis of information, documents and/or samples provided by, or on behalf of, Client and solely for the benefit of Client who is responsible for acting as it sees fit on the basis of such Certificates of Conformity. Neither the Company nor any of its officers, employees, agents or subcontractors shall be liable to Client nor any third party

for any actions taken or not taken on the basis of such Certificates   of Conformity nor for any incorrect results arising from unclear, erroneous, incomplete, misleading

or false information provided to the Company.

3. The Company shall not be liable for any delayed, partial or total non- performance of the services arising directly or indirectly from any event outside the Company’s

control including failure by Client to comply with any of its obligations hereunder.

4. The liability of the Company in respect of any claim for loss, damage or expense of any nature and howsoever arising shall in

no circumstances exceed a total aggregate sum equal to 10 times the amount of the fee paid in respect of the specific service which gives rise to such claim or USD 1,000 (or its equivalent in local currency), whichever is the lesser.

5. The Company shall have no liability for any indirect or  consequential loss including without limitation loss of profits, loss of business, loss of opportunity, loss of goodwill and cost of product recall. It shall further have no liability for any loss, damage or expenses arising from the claims of any third