Terms and Conditons

TERMS AND CONDITIONS OF SERVICES

1. General
   • Unless otherwise specifically agreed in writing by Helmsman Quality & Technology Services Company Limited (“AQM BD”), all offers or services or resulting contracts, agreements or other arrangements between the AQM BD and Client shall be governed by these terms and conditions (“Terms”)
   • No other party is entitled to give instructions related to Services, including but not limited to, the scope of the inspection or delivery of report, unless so authorized by the Client and agreed to by AQM BD in writing.

2. Provision of Services
   • AQM BD standard Services include any work performed by AQM BD including, but not limited to, the following:

• Factory audit
• Social Compliance audit
• Inspections
  1. Pre-production inspection
  2. During production inspection
  3. Pre-shipment inspection
• Sorting Inspection (100% Piece by Piece Inspection)
• Production Monitoring
• Survey/Destination Inspection
• Loading supervision
• C-TPAT audit
• Sample Picking
• Laboratory analysis or other Testing
  • AQM BD will provide Services using reasonable care and expertise in accordance with Client specific instructions as confirmed by the AQM BD. In the absence of instructions AQM BD Services will adhere to;
• AQM BD standard practices as specified on the order form or specification sheet; and/or
• Relevant industry standards and practices; and/or
• Such methods as AQM BD deems appropriate based on technical, operational and/or financial factors.
  • All inquiries and orders for the provision of Services must be accompanied by sufficient information specifications and instructions to enable AQM BD to perform the Service.
  • Any documents received by AQM BD from Client regarding Client relationships with third parties such as copies of contracts, letters of credit, bills of lading, etc are considered to be for information purposes only, and are not applicable to AQM BD Services or obligations.
  • Inspection Reports issued by AQM BD are limited to the findings at the time of Service performed only and in accord with Client instructions. AQM BD is under no obligation to refer to or report upon any facts or circumstances which are outside the scope of Client instructions.
  • Laboratory Analysis or Testing Reports produced based on Client samples document AQM BD findings on those samples only and do not imply any findings regarding the entire lot from which the samples were drawn. If a finding on the entire lot is requested, special arrangements must be made in advance with AQM BD.

3. Obligations of Client

The client will:

• Provide to AQM BD all relevant instructions, specifications, information, documents and/or samples in sufficient time as established by AQM BD to enable the Services to be performed correctly and in the time required; and,
• secure all necessary access for AQM BD representatives to enable the required services to be performed as required; and,
• confirm the availability and access to any additional special equipment and personnel that may be required for the performance of the Service.

4. Fees and Payment
   • Fees for Services not previously agreed to in writing between AQM BD and Client at the time the order is placed shall assessed at the Company’s standard rates which are subject to change.
   • In the event an Inspection order is terminated by the Client on the same day as the scheduled date of the Inspection, the Client will be charged an Abortive fee.
   • In the event an AQM BD representative arrives at the designated location to perform an Inspection order and it cannot be completed due to inaccurate information provided by the Client’s vendor (e.g. the goods are not ready), AQM BD will charge Client an Abortive fee. The Client is responsible to charge back this cost to its vendor.
   • Unless otherwise stipulated on the invoice or previously agreed to between AQM BD and Client in writing, Client will pay for Services rendered no later than 30 days from the invoice date (Due Date). Any moneys that have not been paid by the Due Date will accrue interest at the rate of 1.5% per month until payment is received by AQM BD
   • The Client shall not be entitled to retain or defer payment of any moneys owed to AQM BD due to any dispute, cross claim or offset which Client may assert against the Company.

5. Liability and Indemnification
   • AQM BD is neither an insurer nor a guarantor and disclaims all liability in such capacity. Client seeking a guarantee against loss or damage should obtain appropriate insurance.
   • Reports of Services are issued on the basis of instructions, information, documents and/or samples provided by the Client. The reports will reflect the facts as recorded by the Company at the time of the Service only. It does not relieve the Client’s vendor from any contractual obligations to the Client nor will it prejudice the Client’s right for compensation from the vendor for any defects not detected during the performance of the Service or occurring thereafter.
   • AQM BD will exercise due care and expertise in the performance of its Services and accepts responsibility only where such care and expertise is not exercised.
   • The liability of AQM BD in respect of any claims for loss, damage or expense of any nature and arising from any failure by AQM BD to exercise due care and expertise shall in no circumstance exceed a total aggregate sum equal to 10 (ten) times the amount of the fee paid for that Service against which the claim is made or US$ 3,000 (or its equivalent in local currency), whichever is the lesser.
   • AQM BD shall have no liability with respect to any claim for any losses including, but not limited to, the loss of profit, loss of future business, cancellation of contracts, loss of goodwill, loss of customers, or loss of market share.
   • In the event of any claim, written notice shall be given to AQM BD within 10 days of discovery of the facts and/or 3 months from the date of performance of the service. In absence of these conditions, or unless otherwise agreed to in writing, AQM BD shall be discharged from all liability to the Client for all claims for loss, damage or expense.
   • Client shall guarantee and indemnify AQM BD, its officers, employees, agents, and/or subcontractors against any claim made by a relevant third party for loss, damage or expense of any nature arising from the performance, purported performance, or non-performance of Services to the extent that the aggregate of any such claim relating to any one Service may not exceed the limit mentioned in clause 5.4.

6. Suspension or Termination of Services

The Company shall be entitled to automatically terminate and/or suspend provision of Services in the event of:

• Failure by the Client to comply with any of its obligations herein and where such failure is not remedied within 10 days from the date that notice of such failure has been provided to Client in writing; or
• Any non-payment for Services.

7. Miscellaneous

These Terms shall not be altered, amended or waived unless agreed to in writing in writing by Client and AQM BD and signed by an officer of both parties.

8. Entire Agreement
   • The articles herein represent the complete agreement between AQM BD and Client and supersede any prior agreements or representations, whether oral or written.

9. Severability
   • If any article herein is held to be or made invalid or unenforceable for any reason, this shall not affect any other article. The invalid or unenforceable article shall be replaced by a mutually acceptable article which reflects the original intentions of the parties and has like economic effect.

10. Force Majeure
    • Force Majeure, which includes but is not limited to, acts of government, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning, war, or any other similar event that is beyond the parties reasonable control and which cannot be prevented with reasonable care. Lack or loss of credit or access to capital or finance shall not be regarded as Force Majeure.
    • In the event Force Majeure prevents AQM BD from performing the Service or fulfilling any article of these Terms, AQM BD shall inform the Client, without delay, of the nature of the event and when the Service can be resumed or completed.
    • In the event AQM BD is delayed or prevented from performing the Service by Force Majeure, AQM BD will not be responsible for any Client damage or loss due to such failure or delay. AQM BD shall exercise its best efforts to minimize or remove the effects of Force Majeure and attempt to resume the Service.

Intellectual Property Rights

AQM BD is and will remain the owner of all possible intellectual property rights (including but not limited to: patents, patent applications, utility models, copyrights, trademarks, and any other statutory protection of a similar kind, as well as know-how and trade secrets, whether or not such rights are registered or capable of registration) as well database producer rights relating in general to the provision of the Services, in particular with regard to the techniques and processes it uses to gather the information, the way to present the information, certificates or other documents and the raw information collected during the course of the Services. AQM BD  will be free to host, store and publish all its intellectual property rights and all information collected and to use it for example to offer new kinds of services or to compile data.