1. General
1.1 This document, titled “Terms and Conditions of Services” (the “Terms and Conditions”), governs inspection, auditing, monitoring, and consulting services (the “Services”) provided by TSInspection Services, Limited (hereinafter called “TSI”). Unless otherwise specifically and expressly agreed in writing by TSI, the Terms and Conditions shall prevail any other purchase terms and conditions.
1.2 Services carried out by TSI, on behalf of an entity or individual from whom the instructions to act have originated (hereinafter called the “Principal”) will be carried out by using techniques and processes that permit independent, impartial and objective inspection, monitoring, and audit. The end result of the Services will be reported in written form (hereinafter called the “Report”) and will be delivered by fax, email, or other forms of communication.
1.3 No party other than the Principal shall be entitled to give instructions to TSI, particularly on the scope of inspection or delivery of Report, unless so authorized by the Principal.
2. Provision of services
2.1 TSI, 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 risks to which the beneficiaries of its Services are exposed, and of helping the Principal ensure quality of the products they are purchasing. TSI’s Services include but are not limited to the following:
Ø Factory audit;
Ø Pre-production inspections and quality control;
Ø During production inspections;
Ø Pre-shipment inspections and quality control; and,
Ø Container loading inspections.
3. TSI’s obligations and undertakings
3.1 TSI expressly reserves the right to act in its own discretion in accepting or declining a request for Services. TSI may decline such a request if the services:
Ø Fall out of TSI’s scope of business;
Ø Present geographical accessibility problems, such as services to be rendered or products to be found in restricted or highly remote areas; and,
Ø Require TSI to obtain special permissions such as governmental permissions to operate.
3.2 TSI undertakes to supply the Services it has accepted in a professional and timely manner, in accordance with proper professional practices and in compliance with the Principal’s special instructions when ordering the Services and as confirmed by TSI.
4.1 To take all reasonable steps to ensure that TSI have access to the site and materials on which the Services will be provided;
4.2 To provide TSI with all information and samples, as well as documents necessary to complete the requested Services, in a timely manner (and in any event no later than two business days prior to the starting date of the Services), except for generally available documents such as codes and standards, either directly or through suppliers or agents of the Principal;
4.3 To ensure that adequate instructions and notices are given to TSI in due time to facilitate proper performance for the Services;
4.4 To advise TSI of the date on which the Services are to commence or to be resumed, and also of essential dates affecting the item(s) for which the Services are to be rendered;
4.5 To provide TSI with adequate working conditions and access to the site of Services.
4.6 Documents reflecting engagements between the Principal and third parties or third parties’ documents, if received by TSI, are considered to be for information only and do not extend or restrict the scope of Services or obligations accepted by TSI.
5. Invoices, fees and payments
5.1 Please mark your T/T reference and write your TSI Invoice No. in the subject line. The Principal shall pay for the inspection or audit fees at least three days before the date of the Services. For prospective clients with confirmed usage of twenty or more man-days of inspections per month, TSI may give the Principal the option to make payments after inspections are completed. If payments are made after inspections, the payments must be received within fourteen days from the date of the Invoice. Should the Principal fail to pay within the above time, TSI shall charge a late fee of 5% of the outstanding balance plus interest on overdue Invoices at the rate of 2% per month. If payments are two months or more past due, TSI may engage a third-party company to collect payments for the outstanding Invoices. All costs associated with the collection including attorney fees will be borne by the Principal.
5.2 For cancellation or change of schedule for the Services, the Principal must give TSI at least two business days of advance notice. In the case where the Principal fails to give at least two business days of notice, the Principal will be charged the full amount of inspection fees.
5.3 In the event that TSI is prevented from performing or completing the Services, for reasons such as but not limited to incorrect information or instructions given by the Principal or the Principal’s suppliers (e.g., goods are not ready for inspection), the Principal agrees to reimburse TSI man-day fees and out of pocket expenses relating to the Services, to pay proportional fees due for the Services actually rendered, and to release TSI from all liabilities for partial or non-performance of the Services.
6. Limitation of liabilities
6.1 TSI is neither an insurer nor a guarantor and expressly disclaims such capacity. Clients seeking a guarantee against losses or damages should obtain appropriate insurance.
6.2 TSI will issue Report relating to the facts as recorded by it and on the basis of documents and information provided by the Principal. TSI is under no obligation to report upon facts or circumstances which are outside of the specific scope of its Services.
6.3 TSI’s advice is given only in relation to information provided by the Principal. TSI will not be liable for issues caused by incomplete or erroneous information given by the Principal, its agents or suppliers.
6.4 TSI undertakes to use its best efforts and to exercise due care in providing Services, and accepts liability only in case of gross negligence proven by the Principal. In the event of TSI being held liable in respect of any claim for losses, damages or expenses of whatsoever nature and howeverarising, its liability to the Principal shall in no circumstances exceed the total aggregate amount of fees paid for the specific single service for which a claim is made. In addition, in case of Services for pre-shipment inspections, where less than 100% of the production is complete, TSI’s responsibility will only extend to those items completed at the time of the inspection. The Report does not evidence shipment.
6.5 In the event of any claims, notices must be given to TSI Chinese headquarters at C20,7/F, LINGQIAO MANSION, 31 YAOHANG STREET, NINGBO, ZHEJIANG PROVINCE,
7. Termination of services
TSI may terminate or suspend provision of Services in the event that:
7.1 The Principal has material breach of its obligations under the Terms and Conditions and/or other terms of Services agreed by TSI and the Principal.
7.2 The Principal is insolvent or unable to pay its debts, or has a receiving order against it, or 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.
8. Miscellaneous
8.1 The Report will reflect findings at the time and place of the Services. The Report does not discharge sellers and suppliers from their legal and/or commercial obligations towards the Principal.
9. Applicable and governing laws, jurisdiction and settlement of disputes
9.1 Unless otherwise provided, the Terms and Conditions shall be governed by and be construed in accordance with the laws of the People’s Republic of China.
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 nonexclusive jurisdiction of the Courts of Ningbo in Zhejiang Province of the People’s Republic of China.
