TERMS AND CONDITIONS OF SERVICE

1. General

1.1 Unless otherwise specifically and expressly agreed in writing by Sofeast Ltd. (hereinafter called “S.L.”), all services provided by S.L. are governed by the following general conditions of service, which prevail any purchase terms and conditions.

1.2 Services carried out by S.L. will be rendered in a way that permits an independent approach. The end result of the service will consist in a document (hereinafter called the “Report”) communicating the collection of information S.L. has been requested to supply. The Report will be delivered as a fax, a written document or an online report to the clients of S.L. (hereinafter called the “Client”).

2. Provision of services

2.1 S.L. 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. S.L.’s services (hereinafter called the “Services”) consist of work performed by S.L..

3. S.L.’s obligations and undertakings

3.1 S.L. 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.

3.2 S.L. 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 Client’s special instructions when ordering the Service and as confirmed by S.L.—the terms of reference should be duly signed by the client and S.L.—, and in the absence of such instructions:
Any relevant professional standard, trade custom, usage or practice ;
Such methods as S.L. shall consider appropriate on technical, operational and/or financial grounds.

3.3 S.L. shall exercise due care and skill in the selection and assignment of its personnel.

4. Client’s obligations and undertakings

4.1 To take all reasonable steps to assure S.L. has access to the site and materials on which Service will be based ;

4.2 To provide S.L. with all information and samples, as well as the documents necessary to complete requested Service, in a timely manner (and in any event not later than 48 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 client ;

4.3 To insure that adequate instructions and notice are given to S.L. in due time to facilitate proper performance for the Service requested ;

4.4 To advise S.L. 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 S.L. 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 Client and third parties or third parties’ documents - if received by S.L. - are considered to be for information only and do not extend or restrict the scope of the services or obligations accepted by S.L..

5. Invoicing, fees and payment

5.1 Sofeast offers 2 payment solutions:

- Online payment: S.L. offers an online payment service through the use of Paypal solution. Orders settled online are subject to payment of Paypal payment processing fees (see Paypal conditions on www.paypal.com).

- Offline payment: the Client will receive a monthly invoice for all services performed during the month. Monthly invoices are payable immediately upon receipt, each party bearing its own bank charges (including Intermediary bank charges if client's bank doesn't process itself the transfer). Late payment will incur an interest charge at 1.5% per month, or fraction thereof.

5.2. Cancellation charges: we accept cancellation until 24 hours before the projected Service date. After this limit, the Services booked will be charged in full.

S.L. 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, S.L. will credit the buyer's Credit Card account with Paypal Refund solution.

5.3 In the event that S.L. 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 Client agrees to :

	5.3.1 Reimburse any expenditure, and out-of-pocket expenses made or incurred in relation to this Service ;
	5.3.2 Pay proportion of fees due for Services actually rendered and to release S.L. from all responsibility for partial or non-performance of the Services.

5.4. In the case where the Service must be cancelled on the projected Service 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 S.L. will charge full fee to Client as a 'Inspection In Vain' fee.

In this case, S.L. advises its clients to then re-charge this cost to their factory when the factory is proved to be mistaken.

6. Liability and indemnification

6.1 Limitation of liability

	6.1.1 S.L. is neither an insurer nor a guarantor and disclaims such capacity. Clients seeking a guarantee against loss or damage should obtain appropriate insurance.
	6.1.2 Subject to the Client’s instructions as accepted by S.L., S.L. 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 Client (refer to ■4 above), but S.L. is under no obligation to report upon any facts or circumstances which are outside the specific scope of its assignment.
	6.1.3 S.L.’s advice is given only in relation to documents and information provided by the Client, and S.L. cannot be held liable if it has received incomplete or erroneous information.
	6.1.4 In the event of false information being given to S.L. by a third party, S.L. accepts no liability.
	6.1.5 S.L. 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 Client.

6.2 Indemnification

	6.2.1 In the event of S.L. being held liable in respect of any claim for loss, damage or expense of whatsoever nature and however arising, its liability to the Client shall in no circumstances exceed five times the total aggregate sum of fees paid for the specific Services for which a claim is made.
	6.2.2 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.
	6.2.3 The Client shall guarantee and indemnify S.L. 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 S.L. headquarters (Sofeast Ltd., located at Room 303, East Ocean Ctr, 98 Granville Rd, TST East, Hong Kong. Tel. +852 8175 8177) within seven days following discovery of the facts, or three months from the completion of the S.L. Service.

7. Termination of services

S.L. shall be entitled to automatically either terminate and/or suspend provision of services in the event that:

7.1 The Client 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 (S.L.) requiring it so to do. Material breaches include, without limitation, any willful and deliberate breach by the Client of its obligations under clause 4 hereabove;

7.2 The Client 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 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 S.L. takes or suffers any similar or analogous action in consequence of debt.

8. Miscellaneous

8.1 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.

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 Law.

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.

10. Language

These terms and conditions have been drafted in English. In case of discrepancy, the English version shall be controlling for all purposes.