1. General

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 1.1. Unless explicitly agreed in writing by IQMS – Infinity Quality Management Service, all services provided by IQMS – Infinity Quality Management Service are governed by the following Terms and Conditions.

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1.2. Services carried out by IQMS – Infinity Quality Management Service, 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 IQMS – Infinity Quality Management Service has been requested to supply.  The report will be delivered as an electronic document, fax, or written document to the Client.

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1.3. No other party than the Customer shall be entitled to give instructions to IQMS, particularly on the scope of inspection or delivery of Report, unless so authorized by the Customer.

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2. Provision of Services

2.1. IQMS, 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 of helping them assure the quality of their products.IQMS’s services (hereinafter called the “Services”) consist of work performed by IQMS, including but not limited to:

• Audit of factories;

• Quality inspections of products;

• Product Monitoring;

• Container loading inspections;

• Collection and Review of samples;

• Laboratory testing support;

• Value – add Service;

3. IQMS’s Obligations and Undertakings

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3.1. IQMS reserves the right to accept or decline a request for service. IQMS cannot be compelled to accept or be held liable for declining a request for Services or Products:

• Outside of its scope of specialization;

• Outside of its geographical service area; including situations where services may need to be provided or products may need to be obtained in  restricted or exceptionally remote areas;

• In areas where special permissions are needed to perform the Service.

3.2. IQMS undertakes to supply the Services it has accepted to carry out in a professional and timely manner, in accordance with proper professional practice and in compliance with :

•  IQMS prepare special inspection instruction for each service and product ordered by the customer

•  The Customer’s special instructions when ordering the Service and as confirmed by IQMS – the terms of reference should be duly     signed by the Customers and IQMS -, and in the absence of such instructions:

•  Any relevant professional standard, trade custom, usage, or practice ;

•  Such methods as IQMS shall consider appropriate on technical, operational and/or financial grounds.

3.3. IQMS shall exercise professional skills in the selection and assignment of inspectors.

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4. Client’s Obligations and undertaking

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4.1. To take reasonable steps to assure IQMS has access to the site and materials on which Service will be based.

4.2. To provide IQMS with the necessary information and samples,  as well as the documents necessary to complete requested Service, in a timely manner (and in any event not later than 48 hours prior to the desired intervention), either directly or through suppliers or agents of the Client.

4.3. To insure that adequate instructions and notice are given to IQMS in due time to facilitate proper performance for the Service.

4.4. To advise IQMS of the date on which the Services are to be performed, or to be resumed, and also of essential dates affecting the item(s) for which Services are being rendered.

4.5 Documents reflecting engagements between the Customers and third parties or third parties’ documents – if received by IQMS – are considered to be for information only and do not extend or restrict the scope of the services or obligations accepted by IQMS.

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5. Invoicing, Fees and Payment

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5.1. Payment is expected prior to performance of Service. IQMS offers below online and offline payment solutions:

Payment is expected by T/T, Western Union, Money Gram or other transfer to one of IQMS Bank account, which is stated on the invoice. IQMS will only cover his own local bank charges which are charged by Sampath Bank Sri Lanka. Any oversea or intermediary bank charges need to be covered by clients.

Late payment will incur an interest charge at 2% per month, or fraction thereof.

5.2. Different invoices with all the relevant payment instructions will be provided by IQMS for each of these payment options.

Invoices will be issued upon performance of the services and sent following a scheduled agreed between IQMS and the Client.

5.3. Cancellation charges: for inspections we accept cancellation until 3 pm (Sri Lanka Time) the day before the projected Inspection date. After this limit, Services scheduled will be charged in full, even if the Inspection cannot happen on the projected day (“Missed Inspection”).

In the event of a “Missed Inspection” caused by the supplier not being able to make the goods available to be inspected by IQMS on the projected day, IQMS advises its clients to re-charge the Inspection cost to their supplier.

Based on discussions with the Client, IQMS may apply cancellation credits to future inspections.

For Laboratory Testing (LT) orders, cancellation is not possible once the Testing has been launched by the Laboratory.

5.4. In the event IQMS 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 IQMS 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 IQMS will charge full fee to Client as a “not ready inspection” fee.

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6. Liability and Indemnification

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6.1. Limitation of Liability

6.1.1. IQMS 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. IQMS’ Report is based on documents and information provided by the Client and the Supplier. IQMS cannot be held liable if it has received incomplete or erroneous information.

6.1.3. In the event of false information given to IQMS by a third party, IQMS accepts no liability.

6.1.4. IQMS undertakes to use its best efforts and to exercise due care and skill in the performance of its Services, IQMS accepts liability only in case of negligence proven by the Client.

6.2. Indemnification

6.2.1. In the event IQMS 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 case of the Service 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;

           – The Report does not evidence shipment.

6.2.3. The Client shall guarantee and indemnify IQMS 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 IQMS headquarters in Sri Lanka within 7 days following discovery of the facts, or 1 month from the completion of the IQMS.

7. Termination of Services

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IQMS shall be entitled to terminate and/or suspend Services in the event that:

7.1. The Client breaches its obligations under these Terms and Conditions.

7.2. The Client is unwilling or unable to pay for the Services.

8. Miscellaneous

8.1. The Report will reflect findings of the Service at the time and place of Service. This Report does not discharge sellers and suppliers from their legal and/or commercial obligations towards the principle.

9. Applicable and Governing Law, Jurisdiction and Settlement of Dispute

9.1. Unless otherwise specified, these terms and conditions shall be governed by and construed in accordance with the laws of Sri Lanka.

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9.2. All disputes or differences of any kind whatsoever between the parties in connection with or arising out of the services shall be submitted to the non-exclusive jurisdiction of the courts in Colombo, Sri Lanka, where our head office is located.

10. Language

These terms and conditions have been drafted in English. In case of discrepancy,the English version shall be controlling for all purposes.