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CPQ Terms and condition
Terms and Conditions
1. General
1.1 Unless otherwise specifically and expressly agreed in writing by CPQ SERIVER CO.,LTD (hereinafter called "CPQ"), all services provided by CPQ SERIVER CO.,LTD are governed by the following general conditions of service, which prevail any purchase terms and conditions. We reserve the right to change these terms and conditions at any time, and you agree to abide by the most recent version of this Terms of Use Agreement each time you view and use.
1.2 Services carried out by CPQ, 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 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 CPQ 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 Principal shall be entitled to give instructions to CPQ, particularly on the scope of inspection or delivery of Report, unless so authorised by the Principal.
2. Provision of services
2.1 CPQ 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. CPQ 's services (hereinafter called the "Services") consist of work performed by CPQ, including but not limited to :
· Audit of factories ;
· Inspections and quality control of the products ;
· Container loading inspections ;
· During production inspections.
3. CPQ's obligations and undertakings
3.1 CPQ 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 CPQ to obtain special permissions to operate such as governmental permissions.
3.2 CPQ 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 Principal's special instructions when ordering the Service and as confirmed by CPQ - the terms of reference should be duly signed by the Principal and CPQ -, and in the absence of such instructions:
· Any relevant professional standard, trade custom, usage or practice ;
· Such methods as CPQ shall consider appropriate on technical, operational and/or financial grounds.
3.3 CPQ shall exercise due care and skill in the selection and assignment of its personnel.
4. Principal's obligations and undertakings
4.1 To take all reasonable steps to assure CPQ has access to the site and materials on which Service will be based ;
4.2 To provide CPQ with all information and samples, as well as the documents necessary to complete requested Service, 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 Principal ;
4.3 To insure that adequate instructions and notice are given to CPQ in due time to facilitate proper performance for the Service requested ;
4.4 To advise CPQ 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 Services are being rendered ;
4.5 Generally to render all reasonable assistance to CPQ 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 Principal and third parties or third parties' documents - if received by CPQ - are considered to be for information only and do not extend or restrict the scope of the services or obligations accepted by CPQ.
5. Liability and indemnification
5.1 Limitation of liability
5.1.1 CPQ is neither an insurer nor a guarantor and disclaims such capacity. Clients seeking a guarantee against loss or damage should obtain appropriate insurance.
5.1.2 Subject to the Principal's instructions as accepted by CPQ (as specified in the terms of reference), CPQ 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 Principal (refer to #4 above), but CPQ is under no obligation to report upon any facts or circumstances which are outside the specific scope of its assignment.
5.1.3 CPQ advice is given only in relation to documents and information provided by the Principal, and CPQ cannot be held liable if it has received incomplete or erroneous information.
5.1.4 In the event of false information being given to CPQ by a third party, CPQ accepts no liability.
5.1.5 CPQ 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 Principal.
5.1.6 Subject to a building structural audit order being placed by the Principal, CPQ will conduct a visual audit of the property’s appearance and will prepare a descriptive report. CPQ shall take no responsibility in the case of damage or loss of assets, injury or death arising from problems with the property construction, the materials or with the equipment and how it is operated.
5.2 Indemnification
5.2.1 In the event of CPQ being held liable in respect to any claim of loss, damage or expense of whatsoever nature and however arising, its liability to the Principal shall in no circumstances exceed three times the total aggregate sum of fees paid for the specific single service for which a claim is made, and It will be paid in the form of free man day.
5.2.2 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.
5.2.3 The Principal shall guarantee and indemnify CPQ and its servants, agents or subcontractors against all claims made by third parties for loss, damage or expense of nature arising, relating to the performance or non-performance of any service, to the extent that the total sum of such claims exceed the limitation of liability mentioned in Article 5.2.1.
5.3 In the event of any claim, notice must be given to CPQ within seven days following discovery of the facts, or three months from the completion of the CPQ service.
6. Termination of services
CPQ shall be entitled to automatically either terminate and/or suspend provision of services in the event that :
6.1 The Principal 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 (CPQ) requiring it so to do. Material breaches include, without limitation any wilful and deliberate breach by the Principal of its obligations under clause 4 hereabove;
7. Miscellaneous
7.1 The Report will reflect findings of the Service at the time and place of Service. This Report does not discharge sellers and suppliers from their legal and/or commercial obligations towards the principle.
8. Applicable and Governing law, Jurisdiction and settlement of dispute
8.1 Unless otherwise provided, these terms and conditions shall be governed by and construed in accordance with Hong Kong Law.
8.2 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.
9. Language
These terms and conditions have been drafted in English, In case of discrepancy, the English version shall be controlling for all purposes.
1. General
1.1 Unless otherwise specifically and expressly agreed in writing by CPQ SERIVER CO.,LTD (hereinafter called "CPQ"), all services provided by CPQ SERIVER CO.,LTD are governed by the following general conditions of service, which prevail any purchase terms and conditions. We reserve the right to change these terms and conditions at any time, and you agree to abide by the most recent version of this Terms of Use Agreement each time you view and use.
1.2 Services carried out by CPQ, 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 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 CPQ 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 Principal shall be entitled to give instructions to CPQ, particularly on the scope of inspection or delivery of Report, unless so authorised by the Principal.
2. Provision of services
2.1 CPQ 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. CPQ 's services (hereinafter called the "Services") consist of work performed by CPQ, including but not limited to :
· Audit of factories ;
· Inspections and quality control of the products ;
· Container loading inspections ;
· During production inspections.
3. CPQ's obligations and undertakings
3.1 CPQ 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 CPQ to obtain special permissions to operate such as governmental permissions.
3.2 CPQ 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 Principal's special instructions when ordering the Service and as confirmed by CPQ - the terms of reference should be duly signed by the Principal and CPQ -, and in the absence of such instructions:
· Any relevant professional standard, trade custom, usage or practice ;
· Such methods as CPQ shall consider appropriate on technical, operational and/or financial grounds.
3.3 CPQ shall exercise due care and skill in the selection and assignment of its personnel.
4. Principal's obligations and undertakings
4.1 To take all reasonable steps to assure CPQ has access to the site and materials on which Service will be based ;
4.2 To provide CPQ with all information and samples, as well as the documents necessary to complete requested Service, 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 Principal ;
4.3 To insure that adequate instructions and notice are given to CPQ in due time to facilitate proper performance for the Service requested ;
4.4 To advise CPQ 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 Services are being rendered ;
4.5 Generally to render all reasonable assistance to CPQ 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 Principal and third parties or third parties' documents - if received by CPQ - are considered to be for information only and do not extend or restrict the scope of the services or obligations accepted by CPQ.
5. Liability and indemnification
5.1 Limitation of liability
5.1.1 CPQ is neither an insurer nor a guarantor and disclaims such capacity. Clients seeking a guarantee against loss or damage should obtain appropriate insurance.
5.1.2 Subject to the Principal's instructions as accepted by CPQ (as specified in the terms of reference), CPQ 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 Principal (refer to #4 above), but CPQ is under no obligation to report upon any facts or circumstances which are outside the specific scope of its assignment.
5.1.3 CPQ advice is given only in relation to documents and information provided by the Principal, and CPQ cannot be held liable if it has received incomplete or erroneous information.
5.1.4 In the event of false information being given to CPQ by a third party, CPQ accepts no liability.
5.1.5 CPQ 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 Principal.
5.1.6 Subject to a building structural audit order being placed by the Principal, CPQ will conduct a visual audit of the property’s appearance and will prepare a descriptive report. CPQ shall take no responsibility in the case of damage or loss of assets, injury or death arising from problems with the property construction, the materials or with the equipment and how it is operated.
5.2 Indemnification
5.2.1 In the event of CPQ being held liable in respect to any claim of loss, damage or expense of whatsoever nature and however arising, its liability to the Principal shall in no circumstances exceed three times the total aggregate sum of fees paid for the specific single service for which a claim is made, and It will be paid in the form of free man day.
5.2.2 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.
5.2.3 The Principal shall guarantee and indemnify CPQ and its servants, agents or subcontractors against all claims made by third parties for loss, damage or expense of nature arising, relating to the performance or non-performance of any service, to the extent that the total sum of such claims exceed the limitation of liability mentioned in Article 5.2.1.
5.3 In the event of any claim, notice must be given to CPQ within seven days following discovery of the facts, or three months from the completion of the CPQ service.
6. Termination of services
CPQ shall be entitled to automatically either terminate and/or suspend provision of services in the event that :
6.1 The Principal 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 (CPQ) requiring it so to do. Material breaches include, without limitation any wilful and deliberate breach by the Principal of its obligations under clause 4 hereabove;
7. Miscellaneous
7.1 The Report will reflect findings of the Service at the time and place of Service. This Report does not discharge sellers and suppliers from their legal and/or commercial obligations towards the principle.
8. Applicable and Governing law, Jurisdiction and settlement of dispute
8.1 Unless otherwise provided, these terms and conditions shall be governed by and construed in accordance with Hong Kong Law.
8.2 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.
9. Language
These terms and conditions have been drafted in English, In case of discrepancy, the English version shall be controlling for all purposes.
