1.1. Unless explicitly agreed in writing by the Insight Quality Services, all services provided by Insight Quality Services are governed by the following Terms and Conditions.
1.2. Services carried out by Insight Quality Services, on behalf of an entity or individual (hereinafter called the “Client”), are based on an approach that permits an independent, impartial and objective assessment of a Supplier’s facilities, processes and products. The end result of the Service is a document (hereinafter called the “Report”) communicating the information Insight Quality Services has been requested to supply. The report will be delivered as an electronic document to the Client.
1.3. Only the Client shall be entitled to give instructions to Insight Quality Services, particularly on the scope of inspection or delivery of Report; however, the Client may specify another authorized party in writing.
2. Provision of Services
2.1. Insight Quality Services, in the capacity of an independent third party, supplies information in the form of observations and recommendations for the purpose of reducing the risks to which the Clients are exposed, and helping them improve the quality of their products. Insight Quality Services’ services (hereinafter called the “Services”) consist of work performed by Insight Quality Services, including but not limited to:
- Audit of factories;
- Product quality inspection; and
- Quality, manufacturing and process improvement consulting.
3. Insight Quality Services’ Obligations
3.1. Insight Quality Services reserves the right to accept or decline a request for service. Insight Quality Services cannot be compelled to accept or be held liable for declining a request for Services:
- Outside of its scope of specialization;
- Outside of its geographical service area; or
- In areas where special permissions are needed to perform the Service.
3.2. Insight Quality Services will undertake to carry out its Services in a timely manner in accordance with professional practice and in compliance with Client’s special instructions when ordering the Service and as confirmed by Insight Quality Services. In cases where Client instructions are incomplete or non-existent, Insight Quality Services will use:
- Any relevant professional standard, trade custom, usage or practice; and
- Such methods as Insight Quality Services shall consider appropriate on technical, operational and/or financial grounds.
3.3. Insight Quality Services shall exercise professional skills in the selection and assignment of inspectors.
4. Client’s Obligations
4.1. To take reasonable steps to assure Insight Quality Services has access to the site and materials on which Service will be based.
4.2. To provide Insight Quality Services with the necessary information and samples, either directly or through suppliers or agents of the Client.
4.3. To insure that adequate instructions and notice are given to Insight Quality Services in due time to facilitate proper performance for the Service.
4.4. To advise Insight Quality Services of the date on which the Services are to be performed.
5.1. Payment is expected prior to performance of Service. Insight Quality Services offers 2 payment solutions:
- Wire transfer to Insight Quality Services’ account at JPMorgan Chase Bank USA.
- Company checks (in US dollars only) for deposit by Insight Quality Services in its JPMorgan Chase Bank account.
5.2. Different invoices with all the relevant payment instructions will be provided by Insight Quality Services for each of these payment options.
5.3. Cancellation charges: Insight Quality Services accepts cancellation until 4 pm (local time at point of inspection) two business days before the requested inspection date. After this time, the Services booked will be charged in full. Based on discussions with the Client, Insight Quality Services may apply cancellation credits to future inspections.
5.4. In the event Insight Quality Services is prevented from performing or completing the requested Services, for reasons beyond its control, the Client agrees to:
5.4.1. Reimburse any expenditure and out of pocket expenses made or incurred in relation to this Service; and
5.4.2. Pay proportion of fees due for Services actually rendered and to release Insight Quality Services from all responsibility for partial or non-performance of the Services.
5.5. In the event the inspection must be cancelled on the projected inspection day, because of wrong information given by Client or Factory (e.g., goods not ready for inspection), the man-day will be considered spent, and Insight Quality Services will charge full fee to Client as a “not ready inspection” fee.
6.1. Limitation of Liability
6.1.1. Insight Quality Services 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. Insight Quality Services’ Report is based on documents and information provided by the Client and the Supplier. Insight Quality Services cannot be held liable if it has received incomplete or erroneous information.
6.1.3. In the event of false information provided to Insight Quality Services by a third party, Insight Quality Services accepts no liability.
6.1.4. Insight Quality Services will use its best efforts and exercise professional skill in the performance of its Services. Insight Quality Services accepts liability only in case of negligence proven by the Client.
6.2.1. In the event Insight Quality Services is held liable for claim for loss, damage or expense of any kind, its liability to the Client shall in no circumstances exceed two times the total aggregate sum of fees paid for the specific Services for which a claim is made.
6.2.2. In addition, in the case 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.
6.2.3. The Client shall guarantee and indemnify Insight Quality Services and its agents or subcontractors against all claims made by third parties for loss, damage or expense of whatsoever, 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 Insight Quality Services headquarters in the US within 7 days following discovery of the facts, or 3 months from the completion of the Insight Quality Services Service.
7. Satisfaction Guarantee
7.1. If Client can demonstrate that Insight Quality Services was negligent in completing the inspection, with the result that Client received products from the supplier with quality inferior to what was documented in Insight Quality Services’ Report, the Client will be entitled to be paid back the fees paid for that inspection. The following conditions apply for such repayment to occur:
7.1.1. The Client must document in writing its claim of negligence by Insight Quality Services inspectors. The documentation must present reasonable proof of Insight Quality Services’ negligence. The burden of proof will be based on professional judgment by reasonable people.
7.1.2. Insight Quality Services paying money back to Client does not imply admission of guilt.
7.1.3. By Client accepting repayment of inspection fees from Insight Quality Services, Client agrees to make no future claims for real or perceived damages caused by Insight Quality Services.
8. Termination of Services
8.1. Insight Quality Services shall be entitled to terminate and/or suspend Services in the event that:
8.1.1. The Client breaches its obligations under these Terms and Conditions.
8.1.2. The Client is unwilling or unable to pay for the Services.
9.1. All disputes of any kind between the parties arising out of the Services shall be governed by and construed in accordance with the laws of the State of Texas, USA. Jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with the Services shall be in a United States Federal or Texas State Court having subject matter jurisdiction and located in Dallas County, Texas, USA.
All legitimate agreements with Insight Quality Services will be documented in English. Neither Chinese, nor any other language, will be recognized as a valid language for expressing Insight Quality Services commitments to its customers.