1. General
1) The business relationships between PFI Fareast (Hong Kong) Limited and any of its subsidiary companies (each a “Company”) and its client are governed by the terms outlined in the contract and below.
2) Any differing terms and conditions proposed by the client will only become part of the contract if explicitly acknowledged by the Company in writing.
2. Provision of Services
1) The Company will provide services with reasonable care and skill. These services will align with the client’s specific instructions, as confirmed by the Company. In the absence of specific instructions, the Company will adhere to the terms outlined in standard order forms, specification sheets, relevant trade customs, and industry practices.
2) Information in reports of findings is derived from inspection or testing procedures conducted according to client instructions. The Company evaluates these results based on technical standards, trade practices, and professional judgment.
3) Reports issued after sample testing express the Company’s opinion solely on those samples and do not extend to the entire lot from which the samples were drawn.
4) The Company may delegate service performance to agents or subcontractors. The client authorizes the Company to disclose all information necessary for such performance to the agents or subcontractors.
5) Documents received by the Company (such as sale contracts, letters of credit, or bills of lading) reflecting engagement contracted between the client and third parties serve as information only and do not alter the scope of services or obligations accepted by the Company.
6) By providing services, the Company does not replace the client or any third party, nor does it release them from their obligations. The Company also does not assume or undertake to discharge any duty between the client and third parties. The Company’s services do not alter the existing obligations between the client and third parties.
3. Job Assignment
1) A contract is formed when the Company accepts a corresponding order. The subject of the order, along with any ancillary agreements, must be specified in writing during order placement.
2) Changes to the agreed scope of work require written confirmation. Services are exclusively agreed upon with the Company. Unless otherwise specified in the order, the client may not transfer work results to third parties.
4. Execution of the Job Assignment, Default, Performance
1) The assigned job is executed based on the current state of the art and scientific findings available to the Company.
2) Performance dates and deadlines in the contract are non-binding unless expressly designated as binding. Order processing occurs within the agreed completion period specified in writing. The delivery period for research results or expert opinions begins upon contract conclusion. If the Company requires information or documents from the client (including advance payments), any delay due to late transmission of this information is not the Company’s responsibility.
3) If the result delivery deadline is exceeded, the client may rescind the contract only in cases of Company default or performance impossibility attributable to the Company.
4) The Company is considered in default only if the delay is its fault. If obstacles arise due to events beyond the Company’s control (such as force majeure, strikes, or other inevitable events), default does not apply during the delay and the necessary period for work resumption. If completion of the assigned job becomes impossible due to such obstacles, the Company is relieved of contractual duties. The client cannot claim damages in this case.
5) The assigned job is considered complete upon sending the written result (day of postmark) or making it available. Preliminary reports do not discharge any obligations and do not constitute liability.
5. Storage of Test Materials
1) Examination and test materials are disposed of within 3 months after job completion (if technically feasible) or returned to the client at their expense. If the client requests extended storage beyond 3 months, additional charges apply. Legal requirements or prior agreements may exempt certain materials from disposal.
2) Disposal or storage costs are borne by the client, and special disposal charges may apply if incurred. After disposal, the Company ceases responsibility for such materials.
3) Test reports prepared within the framework of the assigned job are archived by the Company for 6 years. Longer storage obligations may apply due to national or international regulations.
4) The Company provides one copy of the written elaborations in either English or Chinese to the client. Additional copies or translations are available at a separate charge.
6. Client’s Obligations
1) The client must perform all necessary acts for job execution, ensuring timely provision of information and materials to the Company without charge. Late or insufficient cooperation may result in additional expenses for the client.
2) The client grants necessary access to the Company’s representatives at the service premises and takes steps to eliminate any obstacles or interruptions during service performance.
3)If required, the client supplies special equipment and personnel for service execution.
4) The client is responsible for safety and security measures during service performance, regardless of the Company’s advice.
5) The client informs the Company in advance of any known hazards or dangers associated with orders, samples, or testing (e.g., radiation, toxic materials, environmental pollution, or poisons).
7. Confidentiality
1) The duty of secrecy is a crucial aspect of the contractual relationship. Both parties are obligated to maintain confidentiality regarding business secrets. This includes any information oral or written that a party may acquire from the other party due to the contractual relationship. Both parties must take measures to ensure that third parties do not gain access to these confidential details. However, there are exceptions: the duty of secrecy does not apply to information that is already publicly known, was available to the receiving party on a non-confidential basis before disclosure or is disclosed by an independent third party with the right to do so. Importantly, unless required by law, neither party should disclose the other’s confidential information to any person or entity. These confidentiality obligations continue even after the termination of the contractual relationship.
2) When it comes to publishing results of cooperation between the Company and the client, both parties should reach an agreement. Scientific interest and effective property rights play a role in this decision. Once the necessary property rights are secured, there should be no impediment to publishing the work results — unless serious concerns are raised by one of the contracting parties.
8. Terms of Payment
1) The Company charges remuneration for its services based on the time and materials required for each assigned job. Personnel costs are settled according to the actual time spent. Additionally, the Company reserves the right to charge for services rendered on account. If fees are not explicitly established during order placement or contract negotiation, the Company will apply its standard rates (which may change over time). All applicable taxes shall be payable by the client.
2) The client’s payment obligation arises upon accepting the assigned job from the Company. Payments by the client must be made strictly net (without deductions) within 14 days after receiving the invoice. If payment is not made by the due date, interest will become due at a rate of 2% per month until the actual payment date.
3) The client is entitled to offsetting rights only if its counterclaims are legally binding, uncontested, or acknowledged by the Company.
4) The Company has the option to pursue legal action for the collection of unpaid fees. If necessary, the Company may seek payment through the appropriate court. The client is responsible for covering all associated collection costs, including attorney’s fees.
5) In case of unforeseen issues or unexpected expenses during service delivery, the Company will inform the client. The Company reserves the right to charge additional fees to cover extra time and costs incurred while completing the services.
6) If the Company is unable to perform all or part of the services for any cause outside the Company’s control including failure by the client to comply with any of its obligations provided for in clause 6 above the Company shall be entitled to payment of:
- The amount of all non-refundable expenses incurred by the Company.
- A proportion of the agreed fee equal to the proportion of the services carried out.
9. Copyright Protection
1）The copyrights to documents created within the scope of the assigned job (such as test reports, expert opinions, illustrations) are held by the Company. The client receives alimited right of use for the contents of these documents. This right is non-transferrable and non-sublicensable.
2）The client can use the documents for the contractual purpose (e.g., as evidence of a test performed). Any use beyond the contractually regulated scope (such as advertising purposes) requires prior written consent from the Company.
10. Liability and Indemnification
1) The Company is not an insurer or guarantor. Clients seeking a guarantee against loss or damage should obtain appropriate insurance. The Company’s liability for any claim (loss, damage, or expense) arising from its services shall not exceed the amount of the fee paid for that specific service.
2) Reports of findings are issued based on information, documents, and/or samples provided by or on behalf of the client. These reports are solely for the benefit of the client, who is responsible for acting based on the findings. Neither the Company nor any of its officers, employees, agents, or subcontractors shall be liable for actions taken or not taken based on these reports. Incorrect results arising from unclear, erroneous, incomplete, misleading, or false information provided to the Company are also not the Company’s liability.
3) The Company shall not be liable for damages or reimbursement of expenses due to defects, breach of duties, or tortious acts. Non-performance of services arising from events outside the Company’s control (including the client’s failure to comply with obligations) is not the Company’s responsibility.
4) The Company shall have no liability for indirect or consequential losses, including loss of profits, business, opportunity, goodwill, or costs related to product recall. Additionally, the Company is not liable for any losses, damages, or expenses arising from third-party claims (such as product liability claims) incurred by the client.
5) In the event of any claim, the client must provide written notice to the Company within 30 days of discovering the facts that justify the claim. If the client fails to do so, the Company will be discharged from all liability for claims unless a lawsuit is brought within one year from either the date of performance by the Company of the service giving rise to the claim, or the date when the service should have been completed (in cases of alleged non-performance).
6) The client shall guarantee, hold harmless, and indemnify the Company, its officers, employees, agents, and subcontractors against all claims (actual or threatened) by any third party. These claims may relate to loss, damage, or expenses of any nature, including legal expenses and related costs, arising from the performance, purported performance, or non-performance of any services.
11. Suspension or Termination of Services
1) The Company has the right to immediately suspend or terminate service provision under certain circumstances:
- Failure by the client to comply with its obligations under the agreement, provided that the failure is not remedied within 10 days of notice.
- Any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership, or cessation of business by the client.
2) Termination of the contractual relationship between the Company and the client is generally excluded unless it was agreed in writing.
3) If termination occurs, the Company is entitled to remuneration for the partial performance rendered up to the time of termination.
4) In all other cases, the Company retains the claim for the contractually agreed remuneration, but only after deducting the saved expenses.
12. Other Provisions
1) If any provision of these General Terms and Conditions is found to be illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions will not be affected or impaired. In other words, the rest of the terms will remain in force even if one or more provisions are deemed invalid.
2) Unless specifically agreed otherwise, disputes arising out of or related to the contractual relationship shall be governed by the laws of Hong Kong or the laws of the People’s Republic of China (where the Company is resided). These disputes will be finally settled under the Rules of Arbitration of the International Chamber of Commerce. The arbitration proceedings will take place in the city where the Company is resided. The language of the arbitration will be either English or Chinese. All costs incurred during the arbitration process will be borne by the party in breach of the contract.