General Terms
General Terms and Conditions are inseparably integrated with the agreement, contract, application form, or quotation issued by Waltek Group Co., Ltd. and its subsidiaries and branches (hereinafter referred to as Waltek), constituting the complete agreement for Waltek to provide services. Unless otherwise agreed or subject to special provisions of local laws and regulations where Waltek provides services, the Client to whom Waltek provides services (hereinafter referred to as the Client) irrevocably authorizes Waltek to submit the "Result Report" to relevant government departments or third parties when necessary.
Services
- Waltek shall provide relevant services comply with the requirements of regulatory authorities, laws, regulations, reasonable prudence and existing skills to the Client. If the instructions of the Client are not clear, the services shall be provided in accordance with any relevant trade practices, practices or practices; and/or methods that Waltek deems appropriate in terms of technology, operation and/or finance.
- The report, as a manifestation of the service results, contains information derived from the results of the inspection/test. The execution of the inspection/test procedures is based on the instructions of the Client, and/or the results of the assessment based on any technical standards, practices or specific practices, or other situations that should be considered in accordance with the professional advice of Waltek. Waltek has no responsibility to involve or state any facts or circumstances outside the specific instructions received or the optional reference ranges used.
- The report does not need to reflect all matters related to the quality, safety, performance or condition of any products, materials, services, systems or processes associated with the inspection/test, and does not need to reflect all standards applicable to the inspected/tested products, materials, services, systems or processes.
- The report only reflects the evaluation of the samples inspected/tested by Waltek, and does not reflect the evaluation of a batch of products, materials, services, systems or processes from which the samples were drawn.
- Upon the Client's request, Waltek may provide reports in Chinese, English, or bilingual Chinese-English. If an English or bilingual report is required, the Client shall provide accurate English information related to the preparation of the report, such as the Client’s name and sample name. Meanwhile, Waltek shall deliver the report to the Client by the method agreed upon by both parties.
- Waltek shall not bear any risks or legal liabilities arising from the use of obsolete or invalid reports or misuse of reports by the Client, its agents, or other related parties. Waltek reserves the right to refuse unreasonable requests from the Client to amend report.
- For certain testing items or methods have not yet obtained accreditation for inspection and testing institutions. Under such circumstances, the Client acknowledges that the results provided by Waltek in the report are limited to activities such as scientific research, teaching, and internal quality control, and shall not be used for any third-party certifications issued to the public or for any commercial purposes. Waltek shall not bear any risks or legal liabilities arising therefrom.
- If the Client requires Waltek to witness the work of any third party, the sole responsibility of Waltek is to be present at the site when the third party performs the Client's designated work and to convey or confirm the relevant matters that occur in its work. Waltek is not responsible for the actual condition and calibration of the equipment, instruments and measuring instruments used by the third party, the analysis methods used by the third party, the qualifications, conduct or omissions of the third party's personnel, or the output analysis results.
- Unless otherwise specified, the Client agrees that Waltek may, when necessary, assign agents or subcontractors with the corresponding qualifications and capabilities to undertake all or part of the service work. The Client agrees and authorizes Waltek to provide all necessary information to the agents or subcontractors for the services they undertake. Waltek is responsible to the Client for the work results of the agents or subcontractors it assigns, except for agents or subcontractors designated by the Client, regulatory authorities or laws and regulations.
- Documents signed between the Client and third parties, including but not limited to sales contracts, letters of credit, bills of lading, statements and confidentiality agreements, are for reference only by Waltek in the process of providing services and do not serve to expand or limit the scope of services or responsibilities accepted by Waltek.
- Providing services, Waltek does not replace the position of the Client or any third party, nor does it assume, reduce, exempt or promise to relieve the Client or any third party of any responsibility between the Client and any third party.
- All samples are set with a suitable retention period,usually it should not longer than 3 months. If the characteristics of the samples allow a shorter period than the retention period, the period allowed by the characteristics of the samples shall prevail. Unless otherwise specified, after the expiration date, the samples shall be disposed of by Waltek on its own and any responsibility for the samples shall be terminated. If the samples are to be returned to the Client, the Client shall bear the relevant costs.
- The Client shall ensure the legality of the samples and information, explanations and documents, and guarantee that there is no infringement of any third party's legal rights in any case. The Client shall provide sufficient information, explanations and documents in a timely manner so that the required services can be implemented.
- The Client shall be aware that samples may be subject to the risk of damage or destruction during the actual testing process due to operational requirements, for which Waltek shall not bear any liability.
- If the samples submitted by the Client for testing are of identical material composition, the Client’s signature (or seal) constitutes a representation and warranty that the samples share the same material, manufacturing process, manufacturer, and other relevant aspects. In the event of any discrepancy with the actual facts, the Client shall bear all resulting risks, economic losses, and legal liabilities.
- The testing service period shall commence from the date when the Client has provided Waltek with all relevant information required for testing and qualified samples, and has issued a work commencement notice (which may be delivered through various means) to Waltek. If the Client requests expedited or other special testing services, Waltek shall evaluate the feasibility based on actual conditions such as testing methods and project requirements. In case of incorrect samples, insufficient sample quantity, damaged samples, or lack of necessary information provided by the Client, Waltek shall promptly notify the Client to supplement with qualified samples and information. The testing service period shall be recalculated from the date Waltek receives the supplemented samples or information.
- The Client shall provide all necessary documents or permits for Waltek's representatives to reach the workplace and take all necessary measures to eliminate or correct obstacles or interference encountered in the implementation of the services. If necessary, the Client shall provide necessary measures, protective equipment and facilities and safety protection for Waltek's representatives to ensure the safety of the working environment, premises and equipment facilities for the implementation of the services.
- The Client shall notify Waltek in advance of any known actual or potential dangers or hazards contained in any commission, samples or experiments, such as the existence and danger of radioactive, toxic, harmful or explosive elements or substances, environmental pollution or poisoning. The Client shall properly protect and package the samples. Waltek shall not be liable for any loss or consequences resulting from damage or loss of the samples during transportation or handover.
- Combined testing may render it impossible to determine whether the tested samples comply with regulatory/directive requirements and may also result in the inability to obtain accurate data. For any such samples subjected to combined testing, the Client's signature (or seal) constitutes acknowledgment and confirmation of the risks associated with combined testing.
- If any of the following situations occur, Waltek shall have the right to suspend or terminate the provision of services immediately and without any liability:
- The Client fails to perform the relevant duties and does not notify Waltek in writing and take corresponding measures within 10 working days after notification;
- The Client suspends payment, makes an agreement with creditors, goes bankrupt, becomes insolvent, receives a bankruptcy notice or a notice of suspension of business.
- If the Client has any objections to the report, shall notify Waltek in writing within fifteen days from the date of receipt of the report. If no objections are raised within the time limit, it shall be deemed that there are no objections. Waltek shall not accept objections in the following situations: including but not limited to the original samples have been taken back, the original samples cannot be preserved, the original samples have been used up, the remaining original samples are too few to be analyzed, the original samples have exceeded the preservation period and have been destroyed, the original samples have deteriorated, and projects that cannot be repeated under service conditions.
- Waltek shall provide a report authenticity query service. If the Client has any demand to prohibit the query, shall notify Waltek in writing before Waltek provides this service.
Charges and Payment
- The Client shall pay the fees stipulated in the agreement, contract, application form or quotation to Waltek in accordance with the agreed price and payment time. In the event of changes, reductions or additions to the service content during the service process, the updated agreement, contract, application form or quotation shall prevail.
- If the Client fails to pay the relevant amounts to Waltek on time, Waltek shall have the right to charge the Client a penalty of 0.05% of the overdue amount per day.
- The Client shall not have the right to withhold or delay payment of any amounts due to Waltek on the grounds of any dispute, counterclaim or complaint against Waltek.
- If any unforeseen problems and costs arise during the implementation of the services, Waltek shall endeavor to notify the Client and shall have the right to charge corresponding additional fees.
- If any reason on the part of the Client causes Waltek to be unable to perform all or part of the services, Waltek still have the right to charge the relevant fees for the services that have been completed.
Liability and Compensation
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Scope of Liability
- Waltek shall not assume any liability incidental to the role of insurance or guarantee. The Client should properly insure to ensure that there is no loss or damage to the interests.
- The issuance of the report is based on the information, documents and/or samples provided by the Client or its designated representative. The Client shall bear full responsibility for all actions taken on the basis of the report. Waltek shall not be liable for any consequences arising from the unclear, incorrect, incomplete, misleading or false information provided by the Client or its designated representative to Waltek.
- Waltek shall not be liable for any delay, partial or complete failure to implement the services directly or indirectly caused by any reason beyond the control of Waltek, including but not limited to the Client's failure to perform relevant responsibilities.
- Waltek's liability for any compensation shall not exceed ten times the service fees payable to Waltek, with a maximum liability limit of RMB100000.00. At the same time, Waltek shall not be liable for any indirect or other consequential losses, including but not limited to loss of profit, business loss, loss of opportunity, cost of product recall.
- In the event of any claim, the Client must notify Waltek in writing within 30 days from the date of knowledge or should have known the relevant facts, and initiate litigation within one year.
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Others
- If it is found that the terms in these General Terms and Conditions have relative independence, the invalidity of some terms shall not affect or weaken the validity, legality and excitability of other terms.
- Within one year after the provision of services, the Client shall not directly or indirectly tempt or induce Waltek staff to leave.
- Without the prior written authorization of Waltek, the use of name and registered trademark of Waltek for advertising and promotional purposes is not allowed.
Confidentiality and Intellectual Property
- Both parties undertake to keep confidential any technical intelligence and data, unpublished materials, intellectual property, environmental conditions, product technology, production processes, scope of cooperation, content, cooperation model, fees, etc. provided by the other party, and to ensure that employees and related parties who become aware of such trade secrets during the provision of services have the same obligations.
- Information that must be disclosed due to laws and regulations, regulatory authorities and exchange requirements is not within the scope of confidentiality. However, the disclosing party shall make every effort to ensure the information security of the disclosing party.
Anti-Corruption Clause
- Both parties undertake that any party or its staff shall engage in fair transactions and maintain integrity. Both parties shall adhere to the principles of integrity and honesty, and observe recognized commercial and professional ethics.
- Neither party shall solicit or accept personal kickbacks from the other party in any form. Neither party shall accept gifts, securities, payment vouchers or valuable items from the other party. Neither party shall reimburse the other party's staff for expenses that should be borne by the individual. Without the approval of the other party's company, neither party shall invite the other party's staff to participate in any consumer activities organized by it, including but not limited to travel, high-consumption entertainment activities, and meetings held in scenic areas for the purpose of travel.
Force Majeure
- If either party is delayed in or unable to perform any obligation under this agreement due to the following circumstances, such party shall not be liable to the other party:
- War (whether declared or not), pandemic, civil war, riot, revolution, terrorist act, military action, sabotage and/or piracy;
- Natural disasters (such as severe storms, earthquakes, tsunamis, floods and/or lightning problems, explosions and fires);
- Strikes and labor disputes, except those caused by the employees of the affected party or its suppliers or agents;
- Problems with public utility providers (such as telecommunications, internet, gas and electricity service providers).
- The party affected by the above circumstances must:
- Timely notify the other party in writing of the force majeure event and its causes and the possible duration of the delay or failure to perform;
- Make necessary effort to avoid or mitigate the impact of the force majeure event in a reasonable manner, and resume or continue to perform the affected obligations as soon as possible under reasonable circumstances; and
- Continue to provide services that are not affected by the force majeure event.
- If the impact of the force majeure event continues for more than sixty (60) days from the date of occurrence, either party may terminate this agreement by giving the other party at least ten (10) days' written notice in advance.
Governing Law
- The rights and obligations of both parties and the resolution of disputes shall be governed by the laws of the People's Republic of China.
- In case of any dispute between the parties, the parties shall resolve it through consultation. If the consultation fails, either party shall have the right to institute legal proceedings in the people's court where Waltek is located.