Términos y Condiciones

Unless otherwise specifically and expressly agreed in writing by Integra International Limited (hereinafter called "the Company"), all services provided by Integra International Limited are governed by the following general conditions of service, which prevail any purchase terms and conditions. Integra International Limited reserves the right to amend the General Terms and Conditions at any time.

The Company is a company active in inspection, checking, verification and analyses. As such, it provides the inspection services which are listed in article 5 below, consultancy and special services which are quoted under article 6 below and it issues reports and/or certificates as indicated under article 7 below.

3.1 Services carried out by the Company, 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 the Company has been requested to supply and will be delivered as a fax, a written document or an online report.

3.2 No other party than the Principal shall be entitled to give instructions to the Company, particularly on the scope of inspection or delivery of Report, unless so authorized by the Principal.

4.1 The Company provides its services in accordance with the Principal's explicit instructions as accepted by the Company, with sufficient information, specifications and instructions which the Principal must provide to enable the Company to evaluate and/or to carry out the services required. The services provided by the Company can consist of one or more concomitant or successive services. When expressly specified, services provided do not encompass verification of origin nor Intellectual Property (IP) rights attached to goods.

4.2 Documents reflecting the undertakings entered into between the Principal and third parties or documents from third parties such as copies of sales contracts, letters of credit, bills of lading, are, if the Principal communicates them to the Company, only considered for information purposes and are not regarded as instructions. They do not extend the mission or the obligations of the Company.

The Company's usual inspection services can include all or part of the following:

5.1 Quantitative and/or qualitative inspections

5.2 Inspection of goods, factories, equipment, packing, tanks, containers and means of transport

5.3 Inspection of loading or unloading

5.4 Inspection on arrival and/or during pre-loading in accordance with governmental programmes imposed for imports or by customs authorities

5.5 Sampling

5.6 Laboratory analyses or other tests

5.7 Monitoring and audit.

6.1 Supervision of complete industrial projects including monitoring engineering, shipping and process reports.

6.2 Consultancy services.

7.1 Subject to the Principal's instructions, as accepted by the Company, the latter issues reports and inspection certificates which reflect the observations within the limits of the instructions received. The Company does not have the obligation to refer to, give an opinion upon, or announce facts or circumstances which go beyond the framework of the explicit instructions received.

7.2 The reports delivered by the Company only reflect the facts such as have been raised by the Company at the time of its intervention. The Company does not have any obligation to make reference to or to report facts or circumstances beyond the instructions received.

7.3 Reports or certificates established following tests or analysis of samples contain the observations of the Company on these samples only, but do not express any opinion as to the overall quantity of goods from which the samples have been taken. If an opinion on the overall quantity is required, a particular agreement must be concluded in advance with the Company for the inspection and sampling of the totality of the goods.

8.1 The company 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 the company to obtain special permissions to operate such as governmental permissions.

8.2 The company 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 the company – the terms of reference should be duly signed by the Principal and the company, and in the absence of such instructions:

- Any relevant professional standard, trade custom, usage or practice.

- Such methods as the company shall consider appropriate on technical, operational and/or financial grounds.

8.3 The company shall exercise due care and skill in the selection and assignment of its personnel.

8.4 Its liability will only arise in the event of serious or intentional misconduct.

9.1 To provide the necessary instructions to the Company and sufficient information in good time (and in any event not later than 28 hrs prior to the desired intervention) to enable it to render the services requested.

9.2 Documents reflecting engagements between the Principal and third parties or third parties' documents – if received by the Company are considered to be information only and do not extend or restrict the scope of the services or obligations accepted by the Company.

9.3 To provide the necessary access to buildings, warehouses or any other appropriate place to enable the Company to render the necessary services in a diligent way;

9.4 To advise the Company of the date on which the Services are to commence, or due to be resumed, and also of essential dates affecting the item(s) for which Services are being rendered.

9.5 To provide, on request, special equipment and assistance, in particular in personnel, necessary for the execution of the required services.

9.6 To ensure that all adequate measures will be taken for the safety of workers and representatives of the Company during the execution of the services.

9.7 To take all necessary measures to avoid, eliminate or remedy any obstruction pre-venting the Company from carrying out the necessary services.

9.8 To inform the Company in advance of all the known risks or dangers, present or future, linked to all orders, samples or tests, including, for example, the presence or risk of radiation, toxic, harmful or explosive elements or materials, pollution of the environment or poison.

9.9 To exercise all its rights fully and to fulfil all its obligations under the terms of any contract with third parties to which the services rendered by the Company relate, whether a report or certificate has been issued by the Company or not, failing which the Company will not incur any liability towards the Principal.

The Company will have the right, at its entire discretion, to delegate all or part of the execution of the services which are subject of a contract with the Principal to any representative or subcontractor.

If the demands of the Principal require an analysis of samples by a third party laboratory, the Company will inform it of the result of the analyses, without incurring liability for its accuracy.

In the same way, when the Company relies on an analysis by a laboratory of the Principal or by a third party laboratory, the Company will provide a confirmation that the desired sample was analyzed but will not be responsible for the accuracy of this analysis or the results. When the Principal asks the Company to attest to the intervention of a third party, it acknowledges that the only responsibility for the Company consists in being present at the time of the intervention of the third party and sending the results of the intervention, or confirming that it took place.

The Principal acknowledges that the Company could not be answerable for the sampling, the calibration of the apparatuses, instruments and means of measurement used, the methods of analysis used the professional qualifications, acts or omissions of the personnel of the third party, or of the results of the analyses carried out by the aforesaid third party.

12.1 Limitation of liability

12.1.1 The Company acts neither as an insurer nor as a guarantor and declines any liability under this heading. The Principal seeking to guarantee itself against losses or damage will have to obtain adequate insurance cover at its own expense.

12.1.2 Subject to the Principal's instructions as accepted by the Company (as specified in the terms of reference), the Company 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 article 9 above), but the Company is under no obligation to report upon any facts or circumstances which are outside the specific scope of its assignment.

12.1.3 The Company advice is given only in relation to documents and information provided by the Principal, and the Company cannot be held liable if it has received incomplete or erroneous information.

12.1.4 In the event of false information being given to the Company by a third party, the Company accepts no liability.

12.1.5 The Company 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.

12.2 Compensation

12.2.1 In the event of the Company 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 five times the total aggregate sum of fees paid for the specific single service for which a claim is made if no approved reference sample was provided by the Principal, and fifteen times if an approved reference sample was provided and available for the inspector at the factory on the day of inspection, or an approved the Company office two days prior to the scheduled inspection date.

12.2.2 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.

12.2.3 The Principal shall guarantee and indemnify the Company and its servants, agents or subcontractors against all claims made by third parties for loss, damage or expense of whatsoever 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 12.2.1.

The Principal must notify any claim for loss, damage or costs to the Company at 7/F Kin On Commercial Building, 49 Jervois St, Sheung Wang, Hong Kong. Tel: (852) 2152 7388 / 2152 7399, in writing immediately, but at the latest within thirty (30) working days from the discovery of the facts which it intends to make use of, and initiate legal action within two (2) months from the discovery of the aforesaid facts, but at the maximum three (3) months after:

(a) the date of execution of the only service giving rise to the Principal's claim or

(b) the date on which the aforesaid service should have been carried out in the case of an alleged non-performance, failing which the Company will be released from any liability towards the Principal.

14.1 Paymentis expected online upon booking prior to the performance of the Service. Should payment occur after the performance of the Service (or more than 24 hours after booking for Testing), an extra 5% charge will be added to the order pricing.

All Inspections, Audits and Testing are billed together in one monthly invoice, issued at the month-end. The Company offers 2 payment solutions

- Online payment: The Company uses Paypal as online payment solution.

- Orders settled online are subject to payment of Paypal payment processing fees (see Paypal conditions on www.paypal.com).

- Offline payment: Invoices can be settled offline by transfer (T/T) for an extra +5% handling fee.

Monthly invoices are payable immediately upon receipt, each party bearing their own bank charges (including intermediary bank charges if client's bank doesn't process the transfer themselves).

Late payment will incur an interest charge at 1.5% per month, or fraction thereof.

14.2. Cancellation charges: we accept cancellation until 48 hrs (China Time) before the projected Inspection date. After this limit, the Services booked will be charged in full.

The Company advises its clients to then re-charge this cost to their factory when the factory is proved to be mistaken.

In the case of an Order paid online and cancelled, the Company will credit the buyer's Credit Card account with Paypal Refund solution.

For Laboratory Testing orders, cancellation is not possible once the Testing has been launched by the Laboratory.

14.3 In the event that the Company is being prevented from performing or completing in full requested Services, for any reason beyond its control, such as but not limited to, wrong information given by Client or Factory (e.g. goods not ready for Inspection despite information given by Factory,...), the Principal agrees to:

14.3.1 Reimburse any expenditure, and out of pocket expenses made or incurred in relation to this Service.

14.3.2 Pay proportion of fees due for Services actually rendered and to release the Company from all responsibility for partial or non-performance of the Services.

14.4. In the event when the Inspection must be cancelled on the projected 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 the Company will charge full fee to Client as a 'missed Inspection' fee. The Company advises its clients to then re-charge this cost to their factory when the factory is proved to be mistaken.

14.5. Principal provided inspection sample(s): If an inspection sample is provided by the Principal and shipped to the Company's office, and then must be re-forwarded by the Company to the Principal's factory, and the shipping charge exceeds $10 USD, then the shipping fee will be automatically added to the final invoice amount.

14.6. For Laboratory Testing orders:

14.6.1. Should the quotation given online upon Order booking vary once the Product Samples are received and checked by the Company, it is agreed that:

- if the Test price increase is less than 25% or US$ 100, the Company will inform the Client and launch the Test immediately for quicker processing

- if the Test price increase is more than 25% and US$100, the Company will seek Client's confirmation before launching the Test

14.6.2. The minimum charge for any Lab Test order is US$90 for standard delivery and US$110 for express.

The company shall be entitled to automatically either terminate and/or suspend provision of services in the event that:

15.1 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 (the Company) requiring it so to do. Material breaches include, without limitation any wilful and deliberate breach by the Principal of its obligations under clause 9 above.

15.2 The principal 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 the Company takes or suffers any similar or analogous action in consequence of debt.

16.1 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.

17.1 Unless otherwise provided, these terms and conditions shall be governed by and construed in accordance with Hong Kong Law.

17.2 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.

These general terms and conditions have been drawn up in English and is available on the Company web site www.qcintegra.com/generalterms. In the event of inconsistency, the English text shall prevail.


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