General Conditions of Service
1.General
- DPI Laboratory (Dongguan) Limited * DPI DPI Laboratory Services Limited are the
members of QP Group (hereinafter the “DPI Lab”).
- Unless otherwise agreed in writing or except where they are at variance with (i)
the regulations governing services performed on behalf of governments, government
bodies or any other public entity or (ii) the mandatory provisions of local law,
all offers made or any of its affiliated companies or any of their agents (each
a “Company”) and all resulting contracts or other arrangements shall be governed
by these general conditions of service (hereinafter the “General Conditions”).
- DPI Lab may perform services for persons or entities (all department of QP Printing
Ltd/QP Group,Customer,Supplier) issuing instructions (hereinafter, the “Client”).
- Unless DPI Lab receives prior written instructions to the contrary from Client,
no other party is entitled to give instructions, particularly on the scope of the
services or the delivery of reports or certificates resulting therefrom (the “Reports
of Findings”). Client hereby irrevocably authorises DPI Lab to deliver Reports of
Findings to a third party where so instructed by Client or, at its discretion, where
it implicitly follows from circumstances, trade custom, usage or practice.
2.Provision of Services
- DPI Lab will provide services using reasonable care and skill and in accordance
with Client's specific instructions as confirmed by DPI Lab or, in the absence of
such instructions:
- (1)the terms of any standard order form or standard specification sheet of DPI Lab;
and/or
- (2)any relevant trade custom, usage or practice; and/or
- (3)such methods as DPI Lab shall consider appropriate on technical, operational
and/or financial grounds.
- Reports of Findings issued further to the testing of samples contain DPI Lab’s opinion
on those samples only and do not express any opinion upon the lot from which the
samples were drawn.
- Should Client request that DPI Lab witness any third party intervention, Client
agrees that DPI Lab’s sole responsibility is to be present at the time of the third
party’s intervention and to forward the results, or confirm the occurrence, of the
intervention. Client agrees that DPI Lab is not responsible for the condition or
calibration of apparatus, instruments and measuring devices used, the analysis methods
applied, the qualifications, actions or omissions of third party personnel or the
analysis results.
- Reports of Findings issued by DPI Lab will reflect the facts as recorded by it at
the time of its intervention only and within the limits of the instructions received
or, in the absence of such instructions, within the limits of the alternative parameters
applied as provided for in clause 2(a). DPI Lab is under no obligation to refer
to, or report upon, any facts or circumstances which are outside the specific instructions
received or alternative parameters applied.
- DPI Lab may delegate the performance of all or part of the services to an agent
or subcontractor and Client authorises Company to disclose all information necessary
for such performance to the agent or subcontractor.
- Should Company receive documents reflecting engagements contracted between Client
and third parties or third party documents, such as copies of sale contracts, letters
of credit, bills of lading, etc., they are considered to be for information only,
and do not extend or restrict the scope of the services or the obligations accepted
by DPI Lab.
- Client acknowledges that DPI Lab, by providing the services, neither takes the place
of Client or any third party, nor releases them from any of their obligations, nor
otherwise assumes, abridges, abrogates or undertakes to discharge any duty of Client
to any third party or that of any third party to Client.
- All samples shall be retained for a maximum of 3 months or such other shorter time
period as the nature of the sample permits and then returned to Client or otherwise
disposed of at DPI Lab’s discretion after which time Company shall cease to have
any responsibility for such samples. Storage of samples for more than 3 months shall
incur a storage charge payable by Client. Client will be billed a handling and freight
fee if samples are returned. Special disposal charges will be billed to Client if
incurred.
3.Obligations of Client
The Client will:
- ensure that sufficient information, instructions and documents are given in due
time (and, in any event not later than 48 hours prior to the desired intervention)
to enable the required services to be performed;
- procure all necessary access for DPI Lab's representatives to the premises where
the services are to be performed and take all necessary steps to eliminate or remedy
any obstacles to, or interruptions in, the performance of the services;
- supply, if required, any special equipment and personnel necessary for the performance
of the services;
- ensure that all necessary measures are taken for safety and security of working
conditions, sites and installations during the performance of services and will
not rely, in this respect, on DPI Lab's advice whether required or not;
- inform Company in advance of any known hazards or dangers, actual or potential,
associated with any order or samples or testing including, for example, presence
or risk of radiation, toxic or noxious or explosive elements or materials, environmental
pollution or poisons;
- fully exercise all its rights and discharge all its liabilities under any relevant
sales or other contract with a third party and at law.
4. Fees and Payment
All fees and payment process and requirements, not in DPI Lab before the statement,
temporarily Dongguan Zensee Printing Ltd or DPI Laboratory Services Limited management
and implementation of financial sector.
5. Suspension or Termination of Services
DPI Lab shall be entitled to immediately and without liability either suspend or
terminate provision of the services in the event of:
- failure by the Client to comply with any of its obligations hereunder and such failure
is not remedied within 10 days that notice of such failure has been notified to
Client; or
- any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership
or cessation of business by Client.
6. Liability and Indemnification
- Limitation of Liability:
- DPI Lab is neither an insurer nor a guarantor and disclaims
all liability in such capacity. Clients seeking a guarantee against loss or damage
should obtain appropriate insurance
- Reports of Findings are issued on the basis of information,
documents and/or samples provided by, or on behalf of, Client and solely for the
benefit of Client who is responsible for acting as it sees fit on the basis of such
Reports of Findings. Neither DPI Lab nor any of its directors, employees, agents
or subcontractors shall be liable to Client nor any third party for any actions
taken or not taken on the basis of such Reports of Findings nor for any incorrect
results arising from unclear, erroneous, incomplete, misleading or false information
provided to DPI Lab.
- DPI Lab shall not be liable for any delayed, partial or
total non-performance of the services arising directly or indirectly from any event
outside DPI Lab’s control including failure by Client to comply with any of its
obligations hereunder.
- The liability of DPI Lab in respect of any claim for loss,
damage or expense of any nature and howsoever arising shall in no circumstances
exceed a total aggregate sum equal to 10 times the amount of the fee paid in respect
of the specific service which gives rise to such claim
- DPI Lab shall have no liability for any indirect or consequential
loss (including loss of profits).
- In the event of any claim, Client must give written notice
to DPI Lab within 30 days of discovery of the facts alleged to justify such claim
and, in any case, DPI Lab shall be discharged from all liability for all claims
for loss, damage or expense unless suit is brought within one year from:
- the date of performance by DPI Lab of the service
which gives rise to the claim; or
- the date when the service should have
been completed in the event of any alleged non-performance.
- Indemnification: Client shall guarantee, hold harmless and indemnify DPI Lab
and its directors, employees, agents or subcontractors against all claims (actual
or threatened) by any third party for loss, damage or expense of whatsoever nature
including all legal expenses and related costs and howsoever arising relating to
the performance, purported performance or non-performance, of any services.
7. Miscellaneous
- If any one or more provisions of these General Conditions are found to be illegal
or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
- During the course of providing the services and for a period of one year thereafter
Client shall not directly or indirectly entice, encourage or make any offer to Company’s
employees to leave their employment with DPI Lab.
- Use of DPI Lab’s corporate name or registered marks for advertising purposes
is not permitted without DPI Lab’s prior written authorisation.
8. Languages
These General Conditions have been drafted in Chinese and may be translated into
other languages. In the event of any discrepancy, the Chinese version shall prevail.
Effective date: 2012.6.15