General Terms

1. General

1.1 Unless otherwise specifically and expressly agreed in writing by V-Trust Inspection Service Co.,Ltd (hereinafter called "V-Trust"), all services provided by V-Trust are governed by the following general conditions of service, which prevail any purchase terms and conditions.

1.2 Services carried out by V-Trust, 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 V-Trust 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 V-Trust, particularly on the scope of inspection or delivery of report, unless so authorized by the client.

2. Provision of services

V-Trust 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. V-Trust's services (hereinafter called "services") consist of work performed by V-Trust, including but not limited to:
2.1 During Production Inspection (DPI)
2.2 Pre-shipment Inspection (PSI)
2.3 Container Loading Supervision (CLS)
2.4 Production Monitoring (PM)
2.5 Sample Checking
2.6 Factory Audit (FA)
2.7 Social Compliance Audit (SA)
2.8 Company Authentication Audit (CAA)
2.9 Credit Audit
2.10 Laboratory Testing

3. V-Trust's obligations and undertakings

3.1 V-Trust 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 V-Trust to obtain special permissions to operate such as governmental permissions.

3.2. V-Trust 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 V-Trust – the terms of reference should be duly signed by the client and V-Trust, and in the absence of such instructions:
- Any relevant professional standard, trade custom, usage or practice.
- Such methods as V-Trust shall consider appropriate on technical, operational and/or financial grounds.

3.3. V-Trust 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 V-Trust has access to the materials on which service will be based.

4.2 To provide V-Trust 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 V-Trust in due time to facilitate proper performance for the service requested.

4.4 To advise V-Trust 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 V-Trust 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 V-Trust - are considered to be for information only and do not extend or restrict the scope of the services or obligations accepted by V-Trust.

5. Invoicing, fees and payment

Please mark your T/T reference and write your V-Trust 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 V-Trust service within 24 hours of the scheduled date of service commencement will be charged at full price.

5.2 In the event that V-Trust 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 V-Trust, 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 V-Trust 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 V-Trust will charge full fee as a 'missed inspection' fee. V-Trust 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 V-Trust 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 V-Trust (as specified in the terms of reference), V-Trust 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 V-Trust is under no obligation to report upon any facts or circumstances which are outside the specific scope of its assignment. 6.1.3 V-Trust advice is given only in relation to documents and information provided by the client, and V-Trust cannot be held liable if it has received incomplete or erroneous information. 6.1.4 In the event of false information being given to V-Trust by a third party, V-Trust accepts no liability. 6.1.5 V-Trust 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 Indemnification 6.2.1 In the event of V-Trust 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 V-Trust 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 10/F, Canton Fair Tower, 679 Fengpu Road, Pazhou, 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 V-Trust service.

7. Termination of services

V-Trust 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 (V-Trust) 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 V-Trust takes or suffers any similar or analogous action in consequence of debt.

8. Miscellaneous

8.1 V-Trust, 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 V-Trust 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.