1.1 Unless otherwise specifically and expressly agreed in writing by AOE ChinEase Guangzhou Limited (hereinafter called "AOE ChinEase"), all services provided by AOE ChinEase are governed by the following general conditions of service, which prevail any purchase terms and conditions.
1.2 Services carried out by AOE ChinEase, on behalf of an entity or individual from whom the instructions to act have originated will be carried out by using techniques and processes that permit an independent, impartial and objective approach. The end result of the service will consist in a certificate or document (hereinafter called the "report") communicating the collection of information AOE ChinEase has been requested to supply and will be delivered as a fax, a written document or an online report.
1.3 No other party than the client shall be entitled to give instructions to AOE ChinEase, particularly on the scope of inspection or delivery of report, unless so authorized by the client.
2. Provision of services
AOE ChinEase in the capacity of an independent third party, supplies information in the form of ascertainment or recommendations for the special purpose of contributing to the prevention of the risks to which the beneficiaries of its services are exposed, and of helping them assure the quality of their products. AOE ChinEase's services (hereinafter called "services") consist of work performed by AOE ChinEase, including but not limited to teaching chinese, training, consulting and translating.
3. AOE ChinEase's obligations and undertakings
3.1 AOE ChinEase expressly reserves the right to act at its own discretion in accepting or declining a request for service, and cannot be compelled to accept or be held liable for declining a request for services or for products:
- Falling out of its scope of activity or specialization.
- Presenting geographical accessibility problems, such as services to be rendered or products to be found in restricted or highly remote areas.
- Requiring AOE ChinEase to obtain special permissions to operate such as governmental permissions.
3.2. AOE ChinEase undertakes to supply the services it has accepted to carry out in a professional and timely manner, in accordance with proper professional practice and in compliance with:
- The client's special instructions when ordering the service and as confirmed by AOE ChinEase – the terms of reference should be duly signed by the client and AOE ChinEase, and in the absence of such instructions:
- Any relevant professional standard, trade custom, usage or practice.
- Such methods as AOE ChinEase shall consider appropriate on technical, operational and/or financial grounds.
3.3. AOE ChinEase shall exercise due care and skill in the selection and assignment of its personnel.
4. Client's obligations and undertakings
The client agrees:
4.1 To take all reasonable steps to assure AOE ChinEase has access to the materials on which service will be based.
4.2 To provide AOE ChinEase with all information and samples, as well as the documents necessary to complete requested services, in a timely manner (and in any event not later than 48 hours prior to the desired intervention), except for generally available documents such as codes and standards, either directly or through suppliers or agents of the client.
4.3 To insure that adequate instructions and notice are given to AOE ChinEase in due time to facilitate proper performance for the service requested.
4.4 To advise AOE ChinEase of the date on which the services are to begin, or to be resumed, and also of essential dates affecting the item(s) for which services are being rendered.
4.5 Generally to render all reasonable assistance to AOE ChinEase in providing necessary instructions, information, documents, safety and security information in connection with the working conditions, required equipment and access (as the case may be).
4.6 Documents reflecting engagements between the client and third parties or third parties' documents - if received by AOE ChinEase - are considered to be for information only and do not extend or restrict the scope of the services or obligations accepted by AOE ChinEase.
5. Invoicing, fees and payment
Please mark your T/T reference and write your AOE ChinEase invoice No. in the subject of email. Normal clients need to pay the inspection fee or audit fee at least 2 days before the inspection. For prospective clients with a confirmed usage of 20 inspections per month or more, we may sign an agreement for monthly statement.
5.1 In the case where the client terminates an order for a AOE ChinEase service within 24 hours of the scheduled date of service commencement will be charged at full price.
5.2 In the event that AOE ChinEase is prevented for any reason beyond its control from performing or completing requested services, including cases of early termination of service for any reason not attributable to AOE ChinEase, the client agrees to :
5.2.1 Reimburse any expenditure, and out of pocket expenses made or incurred in relation to this service;
5.2.2 Pay proportion of fees due for services actually rendered and to release AOE ChinEase from all responsibility for partial or non-performance of the services.
5.3 In the event when the inspection must be cancelled on the intended inspection day, because of wrong information given by client or factory (e.g. goods not ready for inspection despite information given by factory,...), the man-day will be considered spent, and AOE ChinEase will charge full fee as a 'missed inspection' fee. AOE ChinEase advises its clients to then re-charge this cost to their factory when the factory is proved to be mistaken.
5.4 In the case where the client cancels a paid inspection that is already in progress (e.g. contacting the factory, reviewing inspection requirements), the client can either choose to keep the paid amount in his balance for further inspections, or to get a refund. 20% handling fee and related bank charges will be deducted if refund is chosen.
6. Liability and indemnification
6.1 Limitation of liability
6.1.1 AOE ChinEase is neither an insurer nor a guarantor and disclaims such capacity. Clients seeking a guarantee against loss or damage should obtain appropriate insurance.
6.1.2 Subject to the client's instructions as accepted by AOE ChinEase (as specified in the terms of reference), AOE ChinEase will issue the report relating to the facts as recorded by it within the limits of the instructions received and on the basis of the documents and information provided by the client (refer to § 4 above), but AOE ChinEase is under no obligation to report upon any facts or circumstances which are outside the specific scope of its assignment.
6.1.3 AOE ChinEase advice is given only in relation to documents and information provided by the client, and AOE ChinEase cannot be held liable if it has received incomplete or erroneous information.
6.1.4 In the event of false information being given to AOE ChinEase by a third party, AOE ChinEase accepts no liability.
6.1.5 AOE ChinEase undertakes to use its best efforts and to exercise due care and skill in the performance of its services, and accepts liability only in case of negligence proven by the client.
6.2.1 In the event of AOE ChinEase being held liable in respect of any claim for loss, damage or expense of whatever nature and however arising, its liability to the client shall in no circumstances exceed 10 times (10 times for inspections with approved samples for reference, 5 times for inspection without approved samples for reference) the total aggregate sum of fees paid for the specific services for which a claim is made.
6.2.2 In addition, in case of the service of pre-shipment inspections.
Where less than 100% of the production is complete, our responsibility will only extend to those items completed at the time of inspection. The report does not evidence shipment.
6.2.3 The client shall guarantee and indemnify AOE ChinEase and its servants, agents or subcontractors against all claims made by third parties for loss, damage or expense of what nature arising, relating to the performance or non-performance of any service, to the extent that the total sum of such claims exceeds the limitation of liability mentioned in Article 6.2.1.
6.3 In the event of any claim, notice must be given to headquarters which is located at 11/F, West Tower, Poly World Trade Centre, 1000 Xingang Road E., Guangzhou, China. Tel: +86-20-89089880, Fax: +86-20-89089925 within seven days following discovery of the facts, or three months from the completion of the AOE ChinEase service.
7. Termination of services
AOE ChinEase shall be entitled to automatically either terminate and/or suspend provision of services in the event that:
7.1 The client commits any material breach of its obligations under these terms and conditions and/or the terms of reference and (if such breach shall be capable of remedy) fails to make good such breach within ten days of receipt of notice served by the non-defaulting party (AOE ChinEase) requiring it so to do. Material breaches include but are not limited to willful and deliberate breaches by the client of its obligations mentioned herein.
7.2 The client is insolvent or unable to pay its debts, in suspension of payments, or convenes a meeting of or compounds with its creditors or has a receiving order made against it or (other than for the purposes of bona fide amalgamation or reconstruction) has an order made or a resolution passed for its winding up or for the appointment of an administrator to manage its affairs, business and property or has a receiver or administrative receiver appointed over any of its assets or undertaking or if AOE ChinEase takes or suffers any similar or analogous action in consequence of debt.
8.1 AOE ChinEase, and/or its subsidiaries and/or affiliates and the client undertake not to divulge to any third party confidential information obtained from the other party regarding the execution of AOE ChinEase services.
8.2 The report will reflect findings of the service at the time and place of service. This report does not discharge sellers and/or suppliers from their legal and/or commercial obligations towards the client.
9. Applicable and Governing law, Jurisdiction and settlement of dispute
9.1 Unless otherwise provided, these terms and conditions shall be governed by and construed in accordance with Chinese Law.
9.2 All disputes or differences of any kind whatsoever between the parties in connection with or arising out of the services shall be submitted to the non-exclusive jurisdiction of the courts of Guangzhou, China.