General Terms of Service of Scientific Gear Service Co., Ltd.
A. General Principles
- Unless the parties agreed otherwise in writing or it is contrary to any laws and regulations, all quotations or services made by Scientific Gear Services Co., Ltd. or its subsidiaries and their agents (hereinafter as the "Company”), and all the resulting contracts or any other agreements are subject to this general Terms of Service (hereinafter as the "Terms”).
- No other party shall be entitled to give notices, in particular with regard to the scope of services or submission of reports and certificates, unless the Company has received prior written notice to the contrary from the Client. The customer hereby irrevocably authorizes the company to submit the test report to the partnering companies.
- The company may provide services with reasonable and prudent skills pursuant to the client’s specific instructions. In the absence of any specific instructions, the services may be performed based on:
- the terms of any template or standard specification sheet of the Company;
- any relevant usage of trade, or industrial practices; or
- Any means that the Company deems appropriate as to technicality, operation and finance.
- The test report issued after the sample is tested only reflects the company's assessment of the sample, and does not necessarily reflect the assessment of the batch of goods from which the sample was drawn.
- The test report issued by the company only reflects the facts recorded at the time of work, and is limited to the scope of service as instructed from the Client. If there is no specific instruction, it shall be limited only to the scope in accordance with Article B.1. The Company shall have no duty to mention or report any facts or circumstances outside the scope of the service.
- The company shall be entitled to assign or delegate all or part of the services to a third party, and the client hereby irrevocably authorizes the company to provide the assignee or delegatee with all the necessary information for the services it is going to undertake.
- If the company receives contracts or documents signed by the customers and/or its partners, such as sales contracts, letters of credit, bills of lading, etc., these documents are for reference only, and do not expand or limit the scope of services or responsibilities undertaken by the company.
- The customer understands and confirms that although the company provides services, it neither replaces the position of the customer or any partnering company, nor exempts the customer or any partner from any responsibilities, nor does the company assume, reduce, exempt, or not release the customer from any liability to any third party or any third party to the customer.
- All samples are retained for a maximum period of one (1) month or a shorter period as to its nature. The company may be entitled to dispose said samples in accordance with its internal sample management procedures, after which the company will be released from any responsibility for the samples.
C. Liability of Customers
- The customer shall ensure that sufficient information, notices and documents are provided in a timely manner (prior to the company offers quotations and services) so that the services may be performed.
- The Company shall be notified in advance of the existence and danger of any known or potential hazardous substance, such as radioactive, toxic, hazardous or explosive elements or substances, environmental contamination or poisoning, contained in any commissioned samples or experiments.
D. Payments and Expenses
- The fee that is not determined yet when the company accepts the retainer of the customer or during the parties’ contract negotiation shall be subject to the latest fee schedule of the company.
- Before the sample is proceeded for testing, the customer shall pay all relevant testing fee. If the customer and the company agree otherwise or a cooperation contract has been entered into, payment is going to be made as agreed by the parties in the specific contract.。
- Once any unforeseen issues and expenses occurred during the performance of the service, the company will try its best to inform the customer of the additional time and expenses as it is necessary to perform the service.
- The Customer shall not be entitled to lien or delay of any scheduled payments to the Company for any dispute, counterclaim or set-off intended to be held against the Company.
E. Termination of Service
- Where the customer fails to perform any of his or her duties and then fails to remedy within ten (10) days after serving the notice; or
- Where there is any non-payment, arrangement with creditors, bankruptcy, bankruptcy administration, cessation of business by the customer or possibility of insolvency.
The company shall have right to cease or terminate the performance of services immediately without any prior notice to or consent by the customer and without assuming any liability in the following circumstances:
- The company is neither an insurer nor a guarantor, and does not assume any responsibility in any aspect. Customers seeking assurance against loss or damage should insure themselves in an appropriate manner.
- The production of the test report is based solely on the information, documentation and samples provided by the client or its representative, and is made only for the client. The client shall be fully responsible for any acts or measures taken based on the test report. Meanwhile, the company, as well as its subcontractors, shall not be held responsible for any of the actions taken or not taken by the customer or any third party who relied on the report. Moreover, the company shall be released from any liability when the test results are based on unclear, erroneous, incomplete, misleading or false information as provided by the customer.
- The company shall not be liable for any of the delay, directly or indirectly, partial or non-performance of the services as caused by non-performance of customer’s duty and is beyond the company's control.
- The Company shall not be liable for any damage caused by force majeure.
- The company’s liability for any claims for loss, damages or expenses of any type shall not exceed the amount of five (5) times of the expense of a single sample testing fee or USD$10,000 (or its equivalent), whichever is lower.
- In the event of any claim, the client shall inform the Company in writing within thirty (30) days while alleged facts are discoverable. In any event, the company shall be released or excused from any of the liability if a claim for loss, damages or expenses does not bring within one (1) year. The alleged facts proving the claim shall refer to as follows:
- The date on which the company performs the service that resulted in damages.
- The due date for any alleged unperformed services.
- If any one or more provisions of these General Terms of Service are found to be illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or diminished thereby.
- Without any prior written notice of the company, any use of the company's name or registered trademark for advertising purposes is strictly prohibited.
H. Applicable Law, Jurisdiction and Mean of Dispute Resolution
All disputes arising from the performance of services shall be governed by and construed in accordance with the laws of the Taiwan, the Republic of China, the Parties hereby consent to the jurisdiction and venue in Taiwan Hsinchu District Court.