General Conditions of Service
These General Conditions of Service ("GCS") set forth the terms and conditions under which Evertrust International Certification Co., Ltd. ("EIC") provides certification, testing, inspection and other services ("Services") to its clients ("Client" or "Clients"). By requesting or using any of EIC's Services, Client agrees to be bound by these GCS.
EIC shall provide the Services specified in the applicable service agreement, quotation, or order confirmation ("Service Agreement"). The scope of the Services shall be as described in the Service Agreement and any associated documents referenced therein.
Client shall:
Client shall pay EIC the fees specified in the Service Agreement. Fees are due and payable in accordance with the payment terms specified in the Service Agreement. Invoices not paid within the specified payment terms may be subject to late payment charges at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for all taxes, duties, and other governmental charges associated with the Services.
EIC shall treat as confidential all information provided by Client in connection with the Services, except as required by law or with Client's written consent. Client shall also treat as confidential all non-public information obtained from EIC in connection with the Services.
All intellectual property rights in any materials, reports, certificates, or other deliverables provided by EIC shall remain the property of EIC. Client shall have a non-exclusive, non-transferable license to use such materials solely for the purposes for which they were provided.
To the maximum extent permitted by law, EIC's liability to Client for any claims arising out of or related to the Services shall be limited to the fees paid by Client for the specific Services giving rise to the claim. EIC shall not be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to lost profits or business interruption, regardless of the theory of liability.
Client shall indemnify, defend, and hold harmless EIC, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
Either party may terminate the Service Agreement upon written notice if the other party materially breaches any provision of these GCS or the Service Agreement and fails to cure such breach within 30 days of receiving written notice thereof. EIC may also terminate the Service Agreement immediately upon written notice if Client fails to pay any fees when due or becomes insolvent, bankrupt, or enters into any proceedings related to insolvency or bankruptcy.
Neither party shall be liable for any delay or failure to perform its obligations under these GCS or the Service Agreement if such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, riots, strikes, labor disputes, natural disasters, governmental actions, or shortages of materials or equipment.
These GCS and the Service Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to its conflict of laws principles. Any disputes arising out of or related to these GCS or the Service Agreement shall be resolved through amicable negotiations between the parties. If negotiations fail, the dispute shall be submitted to arbitration in accordance with the rules of the China International Economic and Trade Arbitration Commission (CIETAC). The place of arbitration shall be Guangzhou, China, and the language of arbitration shall be English.
These GCS constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous agreements, understandings, and communications, whether oral or written. No modification or waiver of any provision of these GCS shall be effective unless in writing and signed by both parties. If any provision of these GCS is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable. These GCS shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
Effective Date: June 1, 2023