1 General Conditions
1.1 Unless otherwise specifically agreed in writing by SBE International Holdings Ltd. (here in after called “SBE”), all inspection/audit services provided by SBE are governed by the following general conditions of service, which prevail any purchase terms and conditions.
1.2 Services carried out by SBE, on behalf of an entity or individual from whom the instructions to act have originated (hereinafter called the “Customer”) will be carried out by using techniques and processes that permit an independent, impartial and objective approach. It is important to mention that SBE promotes ASQ’s code of ethics as the main guideline to perform all its services.
The end result of any service will consist in a certificate or document (hereinafter called the “Report”) communicating the collection of information SBE has been requested to supply and will be delivered by fax, email, written document or online report.
1.3 No other party than the Customer shall be entitled to give instructions to SBE, particularly on the scope of inspection or delivery of a Report, unless so authorized by the Customer.
1.4 Service Responsibility Definitions: When an audit is carried out by a team, an audit team leader should be placed in charge of the audit.
Inspectors are responsible for:
– Complying with the applicable service requirements
– Documenting and reporting service results
– Maintaining confidentiality of the service
– Remain within the audit scope
– Collect and analyze evidence
– Act in an ethical manner
– Determines the audit need, scope, and purpose
– Receives the service report
– Determines follow-up action (action plan)
The Auditee’s (Supplier) responsibilities include:
– Providing resources needed by the inspection team
– Providing access to the facilities and material
– Determining and initiating any corrective actions requested by the Customer.
2. Terms of services
2.1 SBE 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. SBE’s services consist of work performed by SBE, including but not limited to :
– Factory Audits
– Pre-Production Inspections
– Product Inspections (First Run Inspections, On Process Inspections, Final Production Inspections)
– Container Loading Supervisions
– Lab Test subcontracting
3. SBE’s obligations and undertakings
3.1 SBE 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 SBE to obtain special permissions to operate, such as governmental permissions.
3.2 SBE 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 Customer’s special instructions when ordering the service and as confirmed by SBE – the terms of reference should be duly signed by the Customer and SBE -, and in the absence of such instructions:
– Any relevant professional standard, trade custom, usage or practice;
– Such methods as SBE shall consider appropriate on technical, operational and/or financial grounds.
3.3 SBE shall exercise due care and skill in the selection and assignment of its personnel.
4. Customer ’s obligations and undertakings
4.1 To take all reasonable steps to assure SBE has access to the site and materials on which service will be performed.
4.2 To provide SBE with all information and samples, as well as all documents necessary to complete requested service, in a timely manner (and in any event not later than 3 days -72 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 Customer.
4.3 To insure that adequate instructions and notice are given to SBE in due time to facilitate proper performance for the service requested.
4.4 To advise SBE 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 SBE 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 Customer and third parties or third parties’ documents – if received by SBE – are considered to be for information only and do not extend or restrict the scope of the services or obligations accepted by SBE.
5. Invoicing, fees and payment
5.1 Unless otherwise agreed invoices for services performed by SBE are payable immediately upon receipt, each party bearing its own bank charges. Late payment will incur an interest charge at 3% per month, or fraction thereof.
5.2 Cancellation charges: we accept cancellation within 24 working hours before the projected inspection date. After this limit, the services booked will be charged 100% .
5.3 SBE advises its Customers to then re-charge this cost to their factory, if cancellation is caused by the factory.For any reason SBE will accept to payment from the supplier for a reinspection.
5.4 In the event that SBE 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 Customer or factory (e.g. goods not ready for inspection despite information given by factory, wrong factory address given by Customer or factory, etc), the Customer agrees to:
5.4.1 Reimburse any expenditure, and out of pocket expenses made or incurred in relation to this service;
5.4.2 Pay proportion of fees due for services actually rendered and to release SBE from all responsibility for partial or non-performance of the services.
5.5 In the event when the inspection must be cancelled on the projected inspection day, because of wrong information given by Customer or factory (e.g. goods not ready for inspection despite information given by factory…), one man-day will be considered spent, and SBE will charge full fee to Customer as a ‘Missed Inspection’ fee. SBE advises its Customers to then re-charge this cost to their factory when the factory is proved to have caused the cancellation.
5.6 Holidays charge: Every inspection and other services that need to be done on holidays (including Sunday) will be charged 50% extra from the original price. Please thoroughly look at the Chinese 2016 Public Holiday list below:
- New Year’s Day: January 1 to 3
- China New Year’s Day: Feb 7 to 13
- Tomb-sweeping Day: April 2 to 4
- International Labor Day: April 30 to May 2
- Dragon Boat Festival Day: June 9 to 11
- Mid-autumn Festival Day: Sep 15 to 17
- National Day: Oct 1 to 7
6. Liability and indemnification
6.1 Limitation of liability
6.1.1 SBE is neither an insurer nor a guarantor and disclaims such capacity. Customers seeking a guarantee against loss or damage should obtain appropriate insurance.
6.1.2 Subject to the Customer’s instructions as accepted by SBE (as specified in the terms of reference), SBE 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 Customer (refer above), but SBE is under no obligation to report upon any facts or circumstances which are outside the specific scope of its assignment.
6.1.3 SBE advice is given only in relation to documents and information provided by the Customer, and SBE cannot be held liable if it has received incomplete or erroneous information.
6.1.4 In the event of false information being given to SBE by a third party, SBE accepts no liability.
6.1.5 SBE 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 Customer.
6.2.1 In the event of SBE 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 ten times if an approved reference sample was provided and available for the inspector at the factory on the day of inspection, or an approved SBE office two days prior to the scheduled inspection date subject to the inspection having been performed to an AQL minimum general inspection level II per product reference.
6.2.2 In addition, in case of the Container Loading Supervisions :
– 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.
– The Customer shall guarantee and indemnify SBE 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 6.2.1.
6.3 In the event of any claim, notice must be given to SBE headquarters within seven days following discovery of the facts, or sixty days from the completion of the SBE service. Room 818, Qilin north Building, No.1501 Tiantong north Road, Yinzhou District, NingBo City, Zhejiang Province,PR China 315100, Tel: +86 (574) 83050668, Fax: +86 (574) 83050669
7. Termination of services
SBE shall be entitled to automatically terminate or suspend provision of services in the event that :
7.1 The Customer commits any material breach of its obligations under these terms and conditions and/or the terms of reference and fails to remedy it within ten days of receipt of notice served by the Non-Defaulting Party (SBE) requiring it to do so.
7.2 The Customer is insolvent or unable to pay its debts.
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.
9. Applicable and Governing law, Jurisdiction and settlement of dispute
9.1 Unless otherwise provided, these terms and conditions shall be governed by and construed in accordance with Hong Kong Laws.
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 non exclusive jurisdiction of the courts of Hong Kong.
These terms and conditions have been drafted in English. In case of discrepancy, the English version shall predominate for all purposes.