Bureau Veritas

Bureau Veritas CPS Conditions of Service

The party that submits a completed service request to Company or signs a quotation issued by the Company for its performance of services (“Services”) is the "Client" under these Conditions of Service. The entity within the Bureau Veritas Consumer Products Services division accepting the service request and issuing the Report documenting the results of those Services is the "Company" under these Conditions of Service. Company and Client are, together, the “Parties” and each is a “Party”. When a request for Services is accepted by the Company, a legally binding agreement is formed (“Agreement”) under the terms and conditions (collectively, “Conditions”) herein.

It is Company’s standard practice to conduct its Services by assessing the conformity of a particular product to quality assurance standards and requirements based on the Company’s generalized protocols that have been developed, based on industry practices, for a particular product category (“General Protocol”). Upon its request for Services, Client shall have the right to review the particular General Protocol selected by Company, based on the product description provided, and to request a copy of the General Protocol to review to ensure it addresses Client’s needs by contacting a customer service representative of the Company by clicking on this link. Client shall be deemed to have approved and accepted the selected General Protocol’s content if it does not request a copy to review or object to the General Protocol.

To enable Company to perform the Services, it is Client’s responsibility, and not Company’s, to ensure that Company is provided with all information relevant for the provision of Services. The information or material that Client may provide (collectively “Client’s Material”) generally take the form of: (i) product sample approved and identified by Client as acceptable for product style, color, construction, and material, for use during the Services; and/or (ii) product specifications and descriptions. In addition, Client hereby authorizes Company to obtain from the manufacturer of the product any product specifications and descriptions or any other information relevant and necessary for the Services, and Company is entitled to rely on those information as accurate during the course of its Services.

Client expressly acknowledges that a General Protocol, by its very nature, is generic and not tailored to any individual client’s specific requirements and, as a result, may not include the specific quality assurance standards or requirements contemplated or presumed by the Client. Therefore, Company makes no representation that the General Protocol is inclusive of any or all of Client’s contemplated or presumed standards or requirements, and if the Client does not object to the use of the selected General Protocol or has not provided any Client’s Material for the Services, Company shall not be liable for any claimed deficiency in the Services based on the use of a General Protocol and any potential misalignment with Client’s presumptions or expectations related to the Services.

Provision of Services

(a) Unless specifically agreed otherwise, Company’s Services shall entail inspection of the products: (i) quantity; (ii) conformity; (iii) workmanship, appearance, and function; (iv) data measurement and on-site test; (v) packing and packaging; (vi) shipping mark; and (vii) labelling, printed material, and markings. Anything not listed above is deemed to be not included in the scope of Services. Services can be performed, as selected by Client, at different stages of production, namely: Initial Production Inspection (also known as Initial Production Check), During Production Inspection (also known as During Production Check), and Pre-Shipment Inspection (also known as Final Random Inspection).

(b) The completion of the Services shall be evidenced by the Company’s issuing to Client a written report setting forth the results of the Services based upon the properly accepted request, applicable protocols, written information, and where applicable, the product sample provided by Client to Company (“Report”). Company may delegate/assign the performance of all or a portion of the Services to an affiliate of Company or to an agent or subcontractor. Client shall provide to Company on a timely basis, all documents and information necessary to enable Company to properly perform the Services. Company may, in its sole discretion, dispose of product samples furnished to Company for the Services that were not destroyed in the course of performance of the Services.

(c) It is specifically understood and agreed that Company’s Services only include the inspection of Client’s products or samples against standards and specifications derived from the General Protocol and, to the extent applicable, Client’s Material. Company’s Services do not include general business or product consultation, recommendations, or advice about any aspect of the product, including but not limited to the packing and packaging of the product. With respect to packing and packaging, Company’s sole responsibility is to inspect and assess whether the packing or packaging conforms to the General Protocol and, to the extent applicable, Client’s Material. Company’s responsibility is not to recommend or advise about the suitability of the packing or packaging chosen. The specific packing and packaging used is entirely the decision of Client, its supplier, or the manufacturer.

(d) Client represents and warrants to Company that:

each product sample is not submitted in violation of a third party’s intellectual property rights;
Client will not use and rely upon Company’s Report for any product whose properties differ from the sample(s) upon which the Report is based; and
any goods subject to inspection will be completely prepared for the type of inspection booked for the specified date, and

(e) Client accepts sole responsibility and liability for the accuracy of documents submitted to government or other regulatory bodies, including certificates of compliance required under the US Consumer Product Safety Improvement Act and EU requirements under REACH regulations. Client’s responsibility and liability for accuracy shall apply even where Company has provided assistance to Client in preparation of such documentation.

Report

(a) The Report shall

(i) constitute the sole deliverable for the Services,

(ii) relate solely to the facts and circumstances as observed and recorded by Company at the time of performance of the Services only, and Company shall not be responsible for circumstances that may affect the product after the Service, including, but not limited to, the transit, transfer, storage, and handling of the product. The Services relate to the facts and circumstances within the limits of written information and instructions received from Client; Company shall have no obligation to update the Report after its issuance. Where the Services include testing or inspection:

(y) the Report will set forth the findings of Company solely with respect to the product samples identified therein and

(z) the results set forth in the Report are not to be construed as indicative or representative of the quality or characteristics of the lot from which a product sample was taken for Company’s performance of Services.

(b) The Report is issued solely by Company, is intended for the exclusive use of Client and its affiliates and, except as required by a regulatory body, shall not be published, used for advertising purposes, copied or replicated for distribution or publicly disclosed without Company’s prior written consent. Company is not responsible for any third party’s interpretation of the Report.

(c) Client shall not request a Report for purposes of litigation, nor shall it list Company, its affiliates or employees as an expert in any proceeding without Company’s prior written consent. If Client anticipates producing or otherwise using the Report in any legal proceedings, it shall so notify Company prior to submitting the Report in such proceeding.

Sampling

The sampling standard of “ANSI/ASQ Z1.4, Single Sampling Plan, Inspection Procedure Normal, General Inspection Level II, AQL 0/2.5/4” will be applied for the Services.

Sampling Risk

Initial Production Inspection (also known as Initial Production Check), During Production Inspection (also known as During Production Check), Pre-Shipment Inspection (also known as Final Random Inspection), and Re-Pre-Shipment Inspection are conducted on the samples which are selected from the presented quantity of products at random in accordance with an agreed random statistical sampling standard. Therefore sampling risk is involved with those inspection services which are done with a random sampling.

Statistical and Combined Sampling

Statistical sampling is a method used to check a large number of items within a limited period of time. Statistical sampling of any kind presents some level of risk regardless of the parameters chosen. The buyer and seller must understand and accept the associated risks. For the buyer the risk is that a bad shipment passes the inspection and gets falsely accepted. For the producer the risk is that a good shipment fails the inspection and gets falsely rejected. Statistical sampling is normally performed on a single style or type of product considered as a homogeneous production lot. This is consistent with industry practices and is traceable to AQL (or Acceptable Quality Limit) principles.

Combined sampling is when several different product styles or types are combined to make a single lot size and a single sample size is randomly selected from that lot size. Combined sampling presents an opportunity to save time and money but also creates an increased level of risk. Combined Sampling does not statistically relate to industry sampling standards such as ANSI (or American National Standards Institute) Z1.4 and increases the chances of missing quality issues beyond single style sampling. Company has the following guidelines for Combined Sampling and will disclaim any liability concerning the acceptance, payment authorization, or shipment of the inspected goods based upon Combined Sampling:

Textiles - If Client choses to conduct Combined Sampling for textiles, industry practices may be violated where:
- the products are of mixed styles (e.g. some with prints or embroidery and others without);
- the products’ fabric construction is not uniform (e.g. difference of thread count per inch, etc.);
- the products’ fabric quality is not uniform (e.g. differences in feel, color shading, etc.);
- the products’ surface finishing is not uniform (e.g. differences in post garment finishes such as wished and unwished).
Hardlines - By combining more than 4 different styles into a single lot size, the sample size per style becomes too diluted and the inspection results are meaningless at the individual style level.

Combined Sampling represents an increased level of risk as statistical rules are compromised and the chances of missing quality issues are much greater than those related to single style sampling. If Client insists upon Combined Sampling, which is inconsistent with industry practices, Client agrees to notify its customer, in advance of shipment, of the risks identified herein. Company disclaims any and all liability in relation to Combined Sampling.

Mystery Inspection

To enforce Company’s integrity policy, mystery inspectors/auditors may be sent to perform Services and report any cases of suspected bribery to the legal authorities for further investigation and action as per local law.

Representations and Warranties

(a) Company undertakes due care and ordinary skill in the performance of its Services.

(b) Client agrees that Company is neither an insurer nor a guarantor and does not take the place of Client or the third parties that it retains, including designers, manufacturers, agents, buyers, distributors, and transportation or shipping companies; Company disclaims all liability in such capacities. Client understands that, if it seeks to protect itself from claims of loss, damage or injury, it should obtain appropriate insurance.

(c) Company does not warrant or guarantee Client’s products, and Company’s Report does not represent a warranty of merchantability, a warranty of fitness for a particular purpose, or any other warranty or guarantee.

Payment and Cancellation

Unless specifically agreed otherwise, payment shall be due upon service request and Company shall only be obligated to perform the Services after it receives payment in full. Where applicable, Client shall reimburse Company for:

(a) interest on overdue amounts from the due date until paid at an interest rate of 1.5% per month and

(b) any other costs Company incurs in collecting past due amounts, including court, attorneys and collection agencies’ fees.

Company will initiate the process to refund to Client any payment or excessive payment received from Client for Services cancelled or changed before the 4 PM Deadline. However, Client shall bear all bank charges and currency exchange risks in relation to the refund.

The Services booked will be charged and payable in full in the event of Client canceling any of the Services after the 4 PM Deadline or in the event of Company cancelling the Services because Client provided Company with incomplete or inaccurate information or Client Material. If Company is able to continue with the Services despite Client’s incomplete or inaccurate information or Client Material, any additional fees or costs incurred shall become immediately payable by Client and Company shall have the right to withhold the issuance of the Report until all outstanding payments have been received.

Relationship Between Parties

(a) Nothing herein creates a partnership, agency or joint venture between the Parties.

(b) The failure to require strict observance or performance of any provision of these Conditions shall not be construed to be a waiver of a Party’s right to later require strict observance and performance of the same. If any provision of these Conditions is held to be invalid or unenforceable, such invalidity shall not invalidate the remainder of the Conditions.

(c) For a period of two years after the commencement of this Agreement, Client shall not directly or indirectly try to solicit for employment any of Company’s employees.

Intellectual Property

The names, service marks, trademarks and copyrights of Company and its affiliates (collectively, the “Marks”) are and remain the sole property of Company and shall not be used by Client. Client shall not contest the validity of the Marks or take any action that might impair the value or goodwill associated with the Marks or the image or reputation of Company or its affiliates. Client understands that any information or samples submitted to Company is a license for Company to use the same in the performance of Services.

LIABITLITY, INDEMNITY, AND CANCELLATION

LIMITATIONS OF LIABILITY

(A) COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL LOSS IN CONNECTION WITH THE REPORT, THE PRODUCT FOR WHICH SERVICES WERE PERFORMED, OR THE SERVICES PROVIDED BY COMPANY HEREUNDER. COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE WHATSOEVER RESULTING FROM ANY DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER OR FROM THE FAILURE OF COMPANY TO PROVIDE ITS SERVICES WITHIN ANY TIME PERIOD FOR COMPLETION ESTIMATED BY COMPANY, REGARDLESS OF THE CAUSE OF THE DELAY OR FAILURE.

(B) THE ENTIRE FINANCIAL AND LEGAL LIABILITY OF COMPANY IN RESPECT OF ANY CLAIM FOR LOSS, INDEMNITY, CONTRIBUTION OR DAMAGE OF WHATEVER NATURE OR HOWSOEVER ARISING, SHALL NOT EXCEED AN AMOUNT EQUAL TO FIVE (5) TIMES THE AMOUNT OF FEES PAID TO COMPANY FOR THE SPECIFIC SERVICES WHICH GAVE RISE TO SUCH CLAIM.

INDEMNITY

CLIENT SHALL HOLD HARMLESS AND INDEMNIFY COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SUBCONTRACTORS AGAINST ALL THIRD-PARTY CLAIMS FOR LOSS, DAMAGE, INJURY, DEATH, OR EXPENSE OF WHATEVER NATURE, INCLUDING BUT NOT LIMITED TO CLAIMS ARISING FROM OR RELATING TO (I) THE PERFORMANCE OF ANY SERVICES BY COMPANY, (II) THE SALE, RESALE, MANUFACTURE, DISTRIBUTION OR USE OF ANY OF CLIENT’S GOODS OR (III) BREACH OF CLIENT’S OBLIGATIONS OR WARRANTIES HEREIN.

Personal Data

Client’s personal data are collected by Bureau Veritas Hong Kong Limited, having its registered office at 1/F, Pacific Trade Centre, 2 Kai Hing Road, Kowloon Bay, Kowloon, Hong Kong SAR, (“BV HK”) and are subject to computer processing in order to enable Company to provide the Services. When requesting the Services, Client has been asked and has given express consent to the collection and reasonable use of Client’s personal data for purposes relevant to the Services.

Client’s personal data are intended for BV HK, its affiliated companies and, where applicable, subcontractors engaged in performing the Services. They will be retained for a period of time as required by the relevant local tax authorities where the Services are performed.

If Client’s personal data are collected in the European Union, they may be transferred outside the European Union, on the basis of standard contractual clauses established by the European Commission, and the standard contractual clauses are available on request, by clicking on this link.

In accordance with the French Data Protection Act of 6 January 1978 as amended and the General Data Protection Regulation of 27 April 2016, Client has the right to access, rectify and erase any personal data concerning Client, as well as the right to limit the processing, the right to oppose to the processing or the right to portability of your personal data. In addition, since Client has given consent to the collection and use of your personal data, Client has the right to withdraw its consent at any time. In that event, the performance of the Services may be suspended or terminated if the absence of consent renders the performance of the Services impossible or impracticable. Client also has the right to set out general and specific guidelines that define how it intends these rights to be exercised after death. Client can contact us to exercise its rights in this paragraph by clicking on this link. Finally, Client has a right to lodge a complaint to the Commission Nationale Informatique et Libertés (CNIL).

Force Majeure

If any event of force majeure or any event outside the control of Company occurs, Company may immediately cancel or suspend its performance hereunder without incurring any liability whatsoever to Client.

Governing Law

These Conditions shall be governed by the laws of the country as follows: for Services performed in

(a) the Americas: the laws of New York,

(b) Asia Pacific, South Asia, Middle East and Africa: the laws of Hong Kong (except for China where PRC laws govern), and

(c) Europe: the laws of England.

Dispute Resolution

(a) If Client desires to assert a claim relating to the Services, it must submit the same to Company in writing setting forth with particularity the basis for such claim within 90 days from discovery of the claim and not more than six months after the date of issuance of the Report. Client waives any and all claims without limitation that it does not submit within such time periods.

(b) If a dispute arises under this Agreement, the Parties shall first attempt good faith negotiations, failing which, the Parties

(i) agree that the courts of the country of governing law shall have exclusive jurisdiction to settle any such dispute related to this Agreement and

(ii) irrevocably waive their right to trial by jury in any such action or proceeding.

Entire Agreement

The Conditions, the applicable order form, and/or quotation, and the Report represent the entire understanding of the Parties on the subject matter hereof, and no modification is binding unless in writing. Any of Client’s terms and conditions attached to, enclosed with or referred to in any order form, purchase order or other document shall not apply.

Access to this Site

This Website is owned and operated by BV HK, a member of the Bureau Veritas group of companies (collectively “BV”).

Unless specifically permitted by BV HK in writing advance, the following are expressly prohibited: (a) any downloading or modification of the Website; (b) any derivative use of the Website or its contents; (c) any use of data mining, robots or similar data gathering and extraction tools; (d) any reproduction, duplication, copying, sale, resale, or other commercial exploitation; (e) any framing or any other assimilated framing techniques to enclose any trademark, logo, or other proprietary information; and (f) any meta tags or other "hidden text" using BV's name.

You may link to this Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. However, you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part, or to establish a link to our site in any website that is not owned by you. We reserve the right to withdraw linking permission without notice. Where this Website contains links to other sites and resources provided by third parties, these links are provided for your information only, which you use at your sole judgment and risk. We disclaim any and all responsibilities in relation to any third party sites or resources.

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