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1. Background
  • 1.1. These terms and conditions (“Terms”) apply to the ordering, purchase and delivery of the Services and Deliverables (as defined below) by E-AQF (as defined below).
2. Orders
  • 2.1. You may place an order ("Order") for the performance of certain services ("Services") by E-AQF using your registered user account via https://www.e-aqf.com/ (“Website”). These Services are detailed on this Website, and include inspection, lab testing and audits services.
  • 2.2. Time is a reference to Hong Kong Standard Time (“HKT”) and “Business Day” is reference to any working day in Hong Kong (i.e. Monday to Friday from 9:00 a.m. HKT to 6:00 p.m. HKT).
  • 2.3. All Orders must be placed no later than 12:00 p.m. HKT on the date that is two Business Days before the expected date E-AQF is to perform the Service in respect of the inspection subject (“Service Date”).
  • 2.4. You will provide sufficient and accurate details about the inspection subject set out in the Order form, including in respect of products and the acceptable quality level. If you fail to provide sufficient details, E-AQF may, at its discretion, proceed to perform the Services according to its interpretation of relevant standards and common practices.
  • 2.5. E-AQF will rely on the information contained in the Order. E-AQF will not be responsible to correct or amend any typographical, clerical or other error or omission in any Order, or any other document or information issued by you in relation to the Services or Deliverables. You will remain liable for the fees and charges in respect of Services performed in compliance with the Order, notwithstanding any error or omission in that document.
  • 2.6. E-AQF will conduct feasibility validation in respect of the Services requested in an Order. E-AQF will inform you if it is unable to perform any of the Services. No Order shall be deemed accepted by E-AQF unless and until booking status is indicated to be confirmed by E-AQF in your account on the Website.
  • 2.7. E-AQF may, in its sole discretion, reject any Order. If E-AQF rejects any Order placed, E-AQF will refund the full amount of the Service Fees to you.
  • 2.8. All Orders are subject to the provisions of the terms and conditions of the Website and these Terms but to the exclusion of any terms you offer or propose and as may be specifically and expressly agreed in writing by E-AQF.
3. Deliverables
  • 3.1. E-AQF will not be liable for any claims in respect of specific products if:
    (a) on the Service Date, less than 80% of products to be inspected are ready for inspection;
    (b) E-AQF has stated in the Deliverables (as defined below) that the products have failed inspection and no re-inspection has been completed; or
    (c) the inspection is conducted with an acceptable quality level below ‘Level II’ as instructed by you.
  • 3.2. Upon the performance of the Services, E-AQF will also provide certain deliverables (“Deliverables”) consisting of:
    (a) a report prepared by E-AQF in respect of the particular Services and inspection subject; and
    (b) a certificate in respect of the particular Services and inspection subject issued by E-AQF, if so requested by you in the corresponding Order.
  • 3.3. The Deliverables will be delivered to you as an online report posted online to your account.
  • 3.4. The Deliverables issued by E-AQF under these Terms reflect E-AQF’s findings at the time and place specified by you and confirmed by E-AQF in respect of the relevant Service and inspection subject.
4. Change or cancel an order
  • 4.1. You may change or cancel an Order by submitting a change request to E-AQF via your account on the Website. There will be no Late Charge/ Cancellation Fee (as defined below) for any cancellation of Order that is made at least 48 hours before 12:00 a.m. HKT on the Service Date.
  • 4.2 Any cancellation made by you that is less than 48 hours before 12:00 a.m. HKT on the Service Date will incur a Late Charge / Cancellation Fee (“Late Charge/ Cancellation Fee”), which is as follows:
    (a) if the cancellation is made between the start of the 24th hour and the end of the 47th hour before the Service Date, the Late Charge/ Cancellation Fee is US$100 per inspection;
    (b) if the cancellation is made less than 24 hours before the 12:00 a.m. HKT on the Service Date, the Late Charge/ Cancellation Fee will be the full amount of the Service Fees.
  • 4.3 Any change request must be made at least 48 hours before 12:00 a.m. HKT on the Service Date. Upon your submission of any change request, E-AQF shall at its sole discretion accept or reject the change request. E-AQF will notify you of its acceptance or rejection within 24 hours of the receipt of the change request by sending you an email directing you to your account where you will receive a written notification.
  • 4.4 For any cancellation of Orders, the full Service Fees will be refunded to you upon deduction of a Late Charge / Cancellation Fee as set out in Clause 4.2.
  • 4.5 E-AQF may, in its sole discretion and at any time, reject or cancel any Order. If E-AQF rejects or cancels any Order, E-AQF will refund the full amount of the Service Fees to you.
5. Service fees and payment policy
  • 5.1. Our current service fees ("Service Fees") is US$298 per man day. E-AQF may review and vary the Services and the Service Fees at its sole discretion.
  • 5.2. The Service Fees include normal travel costs and third-party expenses. An exceptional travel fee will be charged if E-AQF undertakes an inspection at any remote location. The amount of the exceptional travel fee will be agreed on a case-by-case basis upon validation by E-AQF of your booking of Services.
  • 5.3. All amounts due to E-AQF under these Terms will be paid in USD.
  • 5.4. Upon placing an Order, you will be requested to pay the relevant Service Fees to E-AQF. The Service Fees must be paid in full, without deduction and in cleared funds through your account on the Website via Stripe, Paypal or one of the accepted payment methods available from time to time. If the relevant Service Fees to E-AQF are not paid immediately upon the placing of the Order, then E-AQF will cancel the Order automatically.
  • 5.5. All invoices will be issued by E-AQF to you through your account on the Website upon payment of the Service Fees.
  • 5.6. Payment of the Service Fees is without prejudice to any claims which E-AQF may have against you and does not constitute any admission or waiver by E-AQF as to the performance by you of your obligations under these Terms.
6. Your obligations
  • 6.1. You will:
    (a) act conscientiously and in good faith;
    (b) co-operate with E-AQF in all matters relating to the Services;
    (c) prior to placing an Order, register on the Website;
    (d) supply E-AQF with accurate, relevant and complete information (to the best of your knowledge), including information regarding the inspection subject;
    (e) ensure that E-AQF will have access to all information reasonably necessary for the performance of the Services no later than two Business Days prior to the Service Date (subject to late submission of Orders in accordance with clause 2.3);
    (f) procure access to the inspection subject for E-AQF and its representatives;
    (g) whenever relevant, inform E-AQF of all health and safety rules and regulations and any other reasonable security requirements that apply at the premises where the inspection subject is located;
    (h) comply with all applicable laws in the performance of the Services; and
    (i) inform E-AQF of material matters related to the inspection subject and the performance of the Services.
7. Anti-Bribery
  • 7.1. The parties will comply with all applicable laws and regulations relating to anti-bribery and anti-corruption, which includes the Prevention of Bribery Ordinance (Cap 201 of the Laws of Hong Kong) and the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed on December 17, 1997 under the control of OECD.
  • 7.2. You will not offer, promise or give any undue pecuniary or other advantage, either directly or indirectly, for the purpose of influencing decisions or actions with respect to the subject matter of these Terms or any other aspect of E-AQF's business to:
    (a) government or political party officials or representatives of other businesses or persons acting on behalf of any of the foregoing; or
    (b) representatives of E-AQF, where such would constitute a violation of any applicable laws.
8. Termination of services
  • 8.1. E-AQF may cancel all unperformed Orders immediately by sending you an email, and the email will also include a link directing you to your account where you will receive a written notification that the relevant Order has been cancelled:
    (a) if you are in material breach of these Terms and that breach is incapable of remedy;
    (b) if you are in material breach of these Terms and you fail to remedy the breach within seven days after being given written notice to do so by E-AQF; or
    (c) if you suffer an insolvency event.
    For the purposes of these Terms, "insolvency event" means any event as a result of which:
    (i) the affected party becomes insolvent or is unable to pay its indebtedness as it falls due;
    (ii) an order is made, resolution passed or other step taken by any person for the winding up or dissolution of the affected party;
    (iii) a receiver or manager is appointed over any of the assets of the affected party, a scheme of arrangement is proposed in respect of the affected party, or an arrangement or composition with the general creditors of the affected party is made (excluding a voluntary solvent reconstruction or re-organisation of the relevant party);
    (iv) a distress, attachment, execution, or other legal process is levied or enforced on or against any assets of the affected party and is not discharged or stayed within ten business days;
    (v) any event or state of affairs occurs that is similar or analogous to any of the foregoing.
  • 8.2. E-AQF may suspend or stop the performance of Services to you at any time at its sole discretion.
  • 8.3. On the expiry or termination of these Terms, each party will immediately:
    (a) cease (and not recommence) using the intellectual property of the other party;
    (b) not do or say anything which may be harmful to the reputation of the other party or which may lead any person to reduce their level of business with that party; and
    (c) deliver up to other party or to its order all the property of other party (including all confidential information), provided that each party may keep copies of records which it is required by law to maintain.
9. Force majeure
  • 9.1. If either party is affected by a Force Majeure Event it shall promptly notify the other party of the nature and extent of the circumstances in question.
  • 9.2. Notwithstanding any other provision of these Terms:
    (a) neither party shall be deemed to be in breach of these Terms, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under these Terms to the extent that the delay or non-performance is due to a Force Majeure Event of which it has notified the other party; and
    (b) the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
  • 9.3. If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate these Terms forthwith on written notice.
  • 9.4. For the purposes of this clause, "Force Majeure Event" means any event giving rise to a failure or delay in the performance of duties and obligations under these Terms that arises from a cause beyond the control of the relevant party that was not due, or substantially attributable, to any failure by that party to exercise due diligence to prevent such failure or delay (including, without limitation, war or threat of war, act of God, natural or nuclear disaster, riot or civil commotion, act of terrorism, malicious damage, fire, flood, or compliance with a law or governmental order or sanctions, rule, regulation or direction).
10. Assignment
  • 10.1 E-AQF may sub-contract, transfer, assign or otherwise delegate the provision of the Services, or any other rights under these Terms to any company within the Group without your consent. For the purpose of this clause, “Group” means E-AQF and its affiliates and associated companies from time to time.
11. Confidentiality and Intellectual property rights
  • 11.1. Each party undertakes that it shall not, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 11.2.
  • 11.2. Each party may disclose the other party's confidential information:
    (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under these Terms. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 11.1; and
    (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  • 11.3. No party may use any other party's confidential information for any purpose other than to perform its obligations under these Terms.
  • 11.4. Each party will retain ownership of any intellectual property rights created by them prior to or outside these Terms and to any enhancements to the same carried out during the course of these Terms.
  • 11.5. Nothing in these Terms prevents either party from using know how developed by it as a result of these Terms or during the performance of the Services (defined in clause 2.1 in Part A), subject to any obligations in respect of confidential information and intellectual property rights.
  • 11.6. Subject to clauses 11.4 and 11.5, the intellectual property rights in all Deliverables (defined in clause 3.2 in Part A) created by E-AQF (as stated in Part A above) belong to and vest in E-AQF. E-AQF grants you a royalty-free, global, bare, non-assignable license to use the Deliverables to the limited extent necessary for the purpose of your business. This clause is only applicable if Services and Deliverables are provided to you.
  • 11.7. Save as expressly provided in this clause, neither party has any rights in respect of any intellectual property rights or goodwill of the other party, and will not acquire any intellectual property rights or goodwill of the other party under these Terms.
  • 11.8. Neither party may represent that it has any title in or right of ownership to any intellectual property rights of the other party.
12. Liability
  • 12.1. No provision of these Terms will exclude or limit the liability of E-AQF for death or personal injury caused by its negligence or for fraud or breach of the terms implied by law or any other liability arising out of or in connection with these Terms which cannot be excluded or restricted by law.
  • 12.2. E-AQF will not be liable to you (whether in contract, tort (including negligence), breach of statutory duty or otherwise) arising out of or in connection with these Terms for any loss of profit, business opportunity, production, data, goodwill, anticipated savings or benefits, or for any type of indirect, special or consequential loss, even if that loss or damage was reasonably foreseeable or that party was aware of the possibility of that loss or damage arising.
  • 12.3. In the context of any Orders and Services provided by E-AQF under Part A above, any liability of E-AQF arising directly or indirectly under these Terms, or that is not otherwise expressly excluded under these Terms, shall be limited to the value of ten times the Service Fees paid by you to E-AQF in respect of the corresponding Order giving rise to the claim. The amount of this limitation of liability shall be reduced by the amount of any unpaid Service.
  • 12.4. Any claim by either party for breach of contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in connection with these Terms must be brought within 3 months of the act or omission alleged to have caused the loss, liability or expense in question.
  • 12.5. Except to the extent that claims cannot be excluded or restricted by law, no claims arising out of or in connection with these Terms shall be brought by you personally against any representatives of E-AQF involved in the performance of the relevant obligations under these Terms, whether they are actual or deemed employees or agents.
  • 12.6. These provisions are exhaustive of the remedies of monetary damages for you or any third party against E-AQF arising out of or in connection with these Terms.
13. Prevailing provisions
  • 13.1 In case of any conflicts or inconsistency between these Terms and the terms and conditions of the Website, these Terms shall prevail.
14. Notices
  • 14.1. Unless otherwise provided in these Terms, any notice to be made by E-AQF to you arising out of or in connection with these Terms may be made or delivered to your account on the Website followed by an email directing you to your account on the Website for such notice.
15. Jurisdiction
  • 15.1. These Terms (including Part A and Part B) are governed by and will be construed in accordance with Hong Kong law.
  • 15.2. Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the UNCITRAL Arbitration Rules in force when the Notice of Arbitration is submitted, as modified by the HKIAC Procedures for the Administration of Arbitration under the UNCITRAL Arbitration Rules.
  • 15.3 The law of this arbitration clause shall be Hong Kong law.
  • 15.4 The place of arbitration shall be Hong Kong.
  • 15.5 The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
  • 15.6 Any decision or award of the arbitral tribunal will be final and binding upon the parties to the arbitration proceedings.
16. About E-AQF
  • For the purposes of these Terms, “E-AQF” is a trade name for China Quality Focus Limited, a private company limited by shares incorporated in Hong Kong with company registration number 1150706. E-AQF acts in the capacity of an independent contractor that offers quality control services for companies buying products in Asia.