General Terms & Conditions For Inspection Services

1. APPLICATION

1.1 All services (Quality Inspection, Sample Review, Sample Picking, and Factory Audit) provided by China Quality Service (hereinafter referred to as "Party B") to the Client (hereinafter referred to as "Party A") shall be governed by these General Terms and Conditions. Specific details of each assignment (e.g., product name, quantity, inspection date, factory address, and applicable AQL/standards) shall be stipulated in the Inspection Order / Work Order confirmed via email between both parties. These T&C prevail over any conflicting terms in Party A's purchase order.

1.2 Service Responsibility Definitions: The Client (Party A) is responsible for determining the inspection need, scope, and purpose, and for determining any follow-up actions based on the Report. The factory (Auditee) is responsible for providing necessary resources, access to facilities and materials, and for determining and implementing any corrective actions requested by the Client. Party B's inspectors are responsible for performing the service in accordance with the agreed scope, documenting and reporting findings, and maintaining confidentiality.

2. FEES, TRAVEL & PAYMENT

2.1 Service Fees are calculated based on actual man-days consumed on-site, at the rate quoted in Party B's Quotation.

2.2 Travel & Accommodation: Included in the quoted man-day rate (no additional travel/lodging charges will be billed).

2.3 Payment Terms: Invoices shall be issued upon report submission. Payment is due within 7 days upon receipt of invoice. All bank transfer charges and any withholding taxes imposed by Party A's country shall be solely borne by Party A.

2.4 Right to Decline Services: Party B reserves the right to decline any service request at its sole discretion, including but not limited to cases involving: requests falling outside Party B's technical scope or specialization; geographical locations where access is restricted, unsafe, or requires special governmental permissions; or circumstances where Party B reasonably believes its personnel or reputation may be at risk.

2.5 Holiday Surcharge: Services performed on public holidays officially recognized in the People's Republic of China shall be subject to a surcharge of 50% of the quoted man-day rate. The applicable dates will be communicated by Party B upon request.

3. CLIENT'S OBLIGATIONS

Party A shall provide Party B with complete product specifications, drawings, quality standards, and approved samples (Gold Sample) prior to the inspection date. Party A shall ensure that the factory provides safe working access, production status visibility, and necessary documents (e.g., prior inspection records, testing reports) to Party B's on-site inspectors.

Party A acknowledges that the factory's full cooperation is essential for the proper performance of the services. Party B shall not be held liable for incomplete findings, delays, or inability to perform services resulting from the factory's refusal to provide reasonable access, truthful information, or necessary documentation.

4. SCOPE OF SERVICE AND LIMITATIONS

4.1 Sampling Basis: Inspection services are performed based on statistical sampling plans (e.g., ANSI/ASQ Z1.4, ISO 2859-1, or as agreed). Party B's findings and report strictly reflect the condition of the sample units actually examined at the time and place of inspection.

4.2 No Warranty Against Latent Defects: Party A acknowledges that Party B's inspection does NOT constitute product certification, chemical testing, or a guarantee against latent/hidden defects (including but not limited to material fatigue, internal solder joint failures, or quality deterioration during transit), which may only be revealed through destructive testing or prolonged usage. Party A acknowledges that standard inspection procedures may involve minor stress or functional testing (e.g., drop tests, power-on tests). Party B shall not be responsible for minor damage or destruction of sample units resulting from normal, agreed-upon testing procedures.

4.3 Audit Limitations: For Factory Audits (Swift Audit or Comprehensive Evaluation), the report represents a snapshot based on documents and interviews conducted on that specific day. Party B does not warrant the factory's future compliance nor guarantees the Client's commercial suitability of the factory.

5. REPORT DELIVERY AND DISPUTE PERIOD

Party B shall issue the inspection/audit report in English/Chinese within 24 hours after service completion. If Party A has any objection to the report content (including findings, photo evidence, or conclusions), it must raise such objection in writing within 3 working days upon receipt of the report. Failure to do so within this period shall be deemed as full acceptance of the report's conclusions. Extra report copies beyond the agreed quantity shall be charged at 100 USD per copy.

6. CANCELLATION / RESCHEDULING & RE-INSPECTION

6.1 If Party A cancels or reschedules a confirmed inspection order with less than 2 working days prior notice (excluding weekends and public holidays), Party B shall be entitled to charge 100 USD as compensation for the inspector's schedule and administration arrangement.

6.2 If the factory is not ready upon the inspector's arrival, Party B shall be entitled to charge 100% of the quoted man-day rate to cover the inspector's full time and logistics cost for that day.

6.3 Force Majeure: Party B shall not be held liable for any delay, failure in performance, or inability to perform services arising from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, civil unrest, government actions or restrictions, epidemic/pandemic-related lockdowns, factory closures, or transportation disruptions. Party B shall notify Party A as soon as reasonably practicable and both parties shall negotiate in good faith to reschedule the services. If rescheduling is not feasible, Party A shall reimburse Party B for any out-of-pocket expenses already incurred.

6.4 Re-Inspection Authorization & Billing: In the event of a "Failed" or "Pending" inspection, any subsequent re-inspection performed by Party B—whether directly requested by Party A, or initiated/proposed by the supplier/factory and subsequently confirmed or approved by Party A—shall be billed directly and solely to Party A. Party A's confirmation (via email, message, or order system) to proceed with a re-inspection shall constitute full acceptance of the corresponding fees.

6.5 Independence and Non-Factory Billing Policy: To maintain strict third-party independence, anti-corruption standards, and legal compliance, Party B deals exclusively with Party A for all financial settlements and will NOT under any circumstances invoice, collect payment from, or pursue financial obligations against the supplier, factory, or any third party.

6.6 Allocation of Supplier Fault: Party A expressly acknowledges that disputes regarding manufacturing defects, factory delays, or responsibility for re-inspection costs are commercial matters strictly between Party A and its supplier. Party A shall pay Party B's invoices in full per Section 2.3, regardless of factory fault, and may independently seek reimbursement or deduct such fees from the supplier's purchase order balance as it deems appropriate.

7. LIMITATION OF LIABILITY & NOTICE OF CLAIMS

7.1 IN NO EVENT shall Party B's total aggregate liability arising from or relating to any single inspection/audit assignment exceed three (3) times the total service fee actually paid by Party A for that specific assignment. Under no circumstances shall Party B be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of business opportunities, or damage to goodwill, even if advised of the possibility thereof.

7.2 Notice of Claims: Any claim arising from or relating to the services must be notified to Party B in writing within 7 (seven) calendar days of the discovery of the facts giving rise to the claim, and in any event no later than 60 (sixty) calendar days from the date of service completion. Failure to notify Party B within this period shall constitute a complete waiver of all claims.

8. CONFIDENTIALITY

Both parties undertake to keep confidential all commercial information, product designs, factory data, and inspection results obtained during cooperation. Neither party shall disclose such information to any third party without the other's prior written consent. This obligation shall survive the termination of this agreement.

9. INTELLECTUAL PROPERTY

All photographs, videos, and raw data recorded by Party B's inspectors shall remain the intellectual property of Party B. Party A is granted a limited, non-exclusive license to use the final report solely for the purpose of the corresponding shipment. Party A shall not use such materials for commercial promotion or any other purpose without Party B's explicit consent.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the People's Republic of China.

10.2 Dispute Resolution: Any dispute arising out of or relating to these Terms shall first be settled through friendly negotiation. If negotiation fails, the dispute shall be submitted to the Shenzhen Court of International Arbitration (SCIA) for arbitration in accordance with its arbitration rules in effect at the time of applying for arbitration. The seat of arbitration shall be Shenzhen, China. The language to be used in the arbitral proceedings shall be English. The arbitration award shall be final and binding upon both parties.