1-1 Any order or services provided by Asia Quality Management (hereinafter “AQM”) is subject to these general conditions of services (hereinafter, the “General Conditions of Services”). AQM reserves the right to change or modify the General Conditions of Services at any time.
1-2 The information contained in other documents, as well as the information, advices and opinions given by any of AQM’s agents (hereinafter the "Quality Controller") are of purely indicative value as leaflets, catalogues or any other documents issued by AQM.
1-3 AQM reserves the right to refuse, for legitimate reasons, orders when they are abnormal or exorbitant in comparison to the General Conditions of Services.
II – Provisions of Services
2-1 Services carried out by AQM, on behalf of an entity or individual from whom the instructions to act have originated (hereinafter called the "Client") will be carried out by using techniques and processes that permit an independent, impartial, transparent and objective approach.
2-2 The end result of the services will consist in a certificate or document (hereinafter called the "Report") communicating the collection of information, including pictures.
2-3 AQM's services (hereinafter called the "Services") consist of work performed by AQM, including but not limited to:
• Factory audits;
• Before production inspections;
• Final random inspections and quality control;
• During production inspections.
2-4 AQM provides Services according to international standards ISO 2859 (also known as MIL STD 105 E and NFX 06.022) as detailed by writing in the communication with the Client.
2-5 The Services take place in the supplier’s facilities unless the Client has expressly indicated the Services should take place in an other place.
2-6 In any case, the place where the Services are performed shall be compliant with the relevant provisions of “AQM Guideline” issued by AQM and shall enable AQM to provide the Services in proper conditions. This document is available upon request from AQM.
2-7 Information stated in the Report is derived from the results of inspection or testing procedures carried out on accordance with the specified 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.
2-8 Reports of findings issued further to the testing of samples contain AQM’s opinion of inspected pieces only and do not express any opinion upon the lot from which the inspected pieces were drawn.
2-9 Reports of findings issued by AQM will reflect the facts as recorded by it at the time of its intervention only and within the limits of the instructions received.
2-10 AQM is under no obligation to refer to, or report upon, any facts or circumstances which are outside the specific instructions received.
2-11 Should AQM 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 AQM.
2-12 The Client acknowledges that AQM, by providing the Services, takes the place of the Client or any third party, nor releases them from any their obligations, and otherwise assumes, abridges, abrogates or undertakes to discharge any duty of Client to any third party or that of any third party to the Client.
2-13 Consequently, no other party than the Client shall be entitled to give instructions to AQM, particularly on the scope of inspection or delivery of Report, unless so authorised by the Client.
2-14 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 the Client or otherwise disposed of at AQM’s discretion after which time AQM shall cease to have any responsibility for such samples.
2-15 Storage of samples more than 3 months shall incur a storage charge payable by the Client. The Client will be billed a handling and freight fee if samples are returned. Special disposal charges will be billed to the Client if incurred.
III – Obligations of Client
3-1 The Client shall:
a- Ensure that sufficient information, instructions and documents are given in due time (and, in any event not later than 72 hours prior to the desired intervention to enable the required Services to be perform);
b- Procure all necessary access for the AQM’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 the Services and will not reply, in this respect, on AQM’s advice whether required Services or not; and
e- Fully exercise all its rights and discharge all its liabilities under any relevant sales or other contract with a third party and law.
3-2 The Client shall make sure that all these above mentioned obligations are respected by his employees, suppliers, agents, business partners, or any other related person acting on the Client’s behalf or for the Client’s interests.
3-3 In the event when the Services must be cancelled, because of the non fulfilment of above mentioned obligations, the Services have to be considered performed, and AQM will charge full fee to Client as a 'missed Services' fee.
IV – Fees and Payment
4.1 AQM reserves the right to change the price of its services at any time. The Client will be informed of such changes before the new prices application.
4-2 Fees not established between AQM and the Client at the time the order is placed or a contract is negotiated, shall be at AQM’s standard rates and all applicable taxes shall be payable by the Client.
4-3 Unless a shorter period is established in the invoice, the Client will promptly pay not later than 60 days from the relevant invoice date or within such other period as may be established by AQM’s. All fees due to AQM failing which interest will become due at rate of 1,5% per month from the due date up to and including the date payment is actually received.
4-4 As fees quoted to the Client are based on the information provided by the Client and are applicable to the time of submitting the fee quotation, AQM reserves the right to increase its charges if the Client’s instructions are found to be not in accordance with the initial details supplied or used for the purpose of obtaining a fee quotation Clients will be notified of any increase in fees.
4-5 Additional fees shall be charged for operations that are not included in the Contract and / or rush orders, cancellation or rescheduling of Services which will be payable at the AQM’s prevailing charging rates.
4-6 The Client shall not be entitled to retain or defer payment of any sums due to AQM’s on account of any dispute, counter claim or set off which it may allege against AQM.
4-7 Copy of the AQM’s prevailing charging rates are available upon request from AQM.
4-8 In the event unforeseen problems or expenses arise in the course of carrying out the Services AQM 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.
4-9 National and international transfer fees are suported by the customers. All the invoiced amont as to be paid to Eurofins Shanghai.
4-10 If the Client ask its supplier to pay for re-inspections, the Client remain responsible for the invoices and may be asked to pay the unpaid invoices from its suppliers one month after the date of issuing.
V – Orders
5-1 AQM has been requested to supply and will be delivered as a written document or an online report.
5-2 Services are complete only after express and written acceptance of the Client's order by AQM duly signed and completed by a receipt sent within 2 working days by AQM.
5-3 The possible modifications requested by the Client shall be taken into account, within the scope of AQM, at its sole discretion and with prior written consent, only if they are notified in writing.
5-4 AQM has exercised due care and skill in the selection and assignment of its personnel which has received an appropriate training in accordance with their work assignment.
5-5 In the event that the order includes very specific instructions, the Client shall be aware that the personnel of AQM may not have the professional skills and the appropriate equipment to perform the Services and therefore, that AQM may decline to perform the Services without being responsible of any misbehaviour.
5-6 AQM shall inform the Client before the day of the inspection of the practical difficulties that may arise during the inspection during the inspection due to the very specific instructions that may fall out of its scope of activity or specialisation.
VI – Contents of the Report
6-1 The Report is issued on the basis of information, documents and/or samples provided by, or on behalf of, Client and solely for the benefit of the Client who is responsible for acting as it sees fit on the basis of such Report.
6-2 The Report will reflect findings of the Services at the time and place of Services. This Report does not discharge sellers and suppliers from their legal and/or commercial obligations towards the principle.
6-3 The Report is sent within 24 hours (maximum) following the end of the inspection. The draft Report is only sent to the Client for information purpose and shall have no legal value.
VII – Transport of the items
7-1 AQM shall not assume responsibility for the delay of the transport nor for the liability of the transport. Consequently, in case of damage, breakage or missing items before, or after the intervention required, it is up to the Client to express all necessary reservations with the transport company, and to confirm them to the latter by registered letter with acknowledgment of receipt within three days following reception.
VIII – Liability
8-1 AQM is neither an insurer nor a guarantor and disclaims all liability in such capacity. The Client seeking a guarantee against loss or damage should obtain appropriate insurance.
8-2 AQM shall not be liable for any delayed, partial or total non-performance of the Services arising directly or indirectly from any event outside AQM control including failure by the Client to comply with any of its obligations hereunder.
8-3 AQM shall have no liability for any indirect or consequential loss including without limitation loss of profits, loss of business, and loss of opportunity.
8-4 If AQM is unable to perform all or part of the Services for any cause whatsoever outside AQM’s control including failure by the Client to comply with any of its obligation mentioned above, the Client shall nevertheless be entitled to payment of:
• The amount of all non-refundable expenses incurred by AQM and
• A proportion of the agreed fee equal to the proportion of the Services actually carried out.
IX – Claims
9-1 The Client is required to check the Report and the advices given by AQM before decide to delivery the inspected items.
9-2 In absence of any reservations expressed at the delivery of the Report, the Report delivered by AQM shall be deemed to be accepted by the Client in respect of quantity and quality.
9-3 In the event of any claim, the Client must give written notice to AQM within 30 days of discovery of the facts alleged to justify such claim and, in any case, AQM shall be discharged from all liability for all claims for loss, damage or expense unless suit is brought within one year from: a- The date of the performance by AQM of the Services which gives rise to claim; b- The date when the Services should have been completed in the event of any alleged non-performance.
9-4 Neither AQM nor the Quality Controller, employees, agents or subcontractors shall be liable to the Client or any third party for any actions taken or not taken on the basis of the Report not for any incorrect results arising from unclear, erroneous, incomplete, misleading or false information provided to AQM.
9-5 The liability of AQM in respect for 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 Services which gives rise to such claim.
X – Force majeure
10-1 The following shall be considered as events of force majeure, which relieve AQM from any obligation to do, any unforeseeable and overwhelming event, such as strikes, civil or foreign war, riots, acts of terrorism, total or partial destruction of premises and production facilities or others, manufacturing accidents, disruption of transport, difficulties of supply, customs measures of any nature or origin whatsoever, acts, decisions, omissions due to a regulatory authority or to third parties that have the effect of adversely affecting the activity of AQM.
10-2 AQM shall not be liable for any breach of its contractual obligations in the event of any force majeure such as defined above.
XI – Termination of Services
11-1 AQM shall be entitled to automatically either terminate and/or suspend provision of Services in the event that:
a- 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 (10) days of receipt of notice served by the Non-Defaulting Party (AQM) requiring it so to do. Material breaches include, without limitation any wilful and deliberate breach by the Principal of its obligations.
b- The Client is insolvent or unable to pay its debts, in suspension of payments.
XII – Confidentiality
12-1 "Confidential Information" shall mean any oral and written proprietary information that a party may acquire from the other party or information as to the business of the other party provided, however, that Confidential Information shall not include any information which is or hereafter becomes generally known to the public; was available to the receiving party on a non-confidential basis prior to the time of its disclosure by the disclosing party; is disclosure to a party by an independent third party with a right to make such disclosure.
12-2 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 the purpose of the Intervention of the Services provided by AQM or disclose them to any person or entity without the prior written approval of the other party.
XIII – Ethical Code
13-1 AQM cares about the rights and freedoms of everyone with regards to the respect of others, adheres to all applicable laws.
13-2 By accepting our General Conditions of Services and using our Services, you agree to abide to our code of ethics which consists, in particular, of protecting and respecting minors, human dignity, public order and good moral standards, not infringing on the rights of third parties. The Client is able to effectively guarantee this commitment with regards to AQM, and the Client remain fully responsible in case of violation of those General Conditions of Services and/or violation of laws and legislations in force, without prejudice of the Client liability towards third parties
13-3 In this way, the Client agrees to use AQM’s Services in a way that is strictly legal, and in accordance with the current law and AQM's General Conditions of Services.
XIV – Miscellaneous
14-1 If any one or more provisions of these Terms and 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.
XV – Governing law and jurisdiction
15-1 Unless otherwise provided, these General Conditions of Services shall be governed by and construed in accordance with Hong Kong Law.
15-2 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 Hong Kong.
XVI – Language
16-1 These terms and conditions have been drafted in English. In case of discrepancy, the English version shall be controlling for all purposes.