1.1¡¡Unless otherwise specifically and expressly agreed in writing by Shanghai Fengjie Valve Service Co., Ltd (hereinafter called “FengJie”), all services provided by FengJie are governed by the following general conditions. This General Condition prevails any other contract terms and conditions.

1.2¡¡Services carried out by FengJie, on behalf of a natural or legal person from whom the instructions to act have originated ( hereinafter called the “Principal”) , will be carried out by using techniques and processes that strictly follow the related international testing standards. A Service Report will consist of the 1) tests done and 2) test results. The report will be sent to Principal by fax or by e-mail after the Service is finished.

1.3¡¡All original inspection notations and inspection reports will be kept in FengJie's files system for a period of 5 years. It will be available for Principal's review purpose.

1.4¡¡FengJie accepts no instruction from any third party concerning Service except from the Principal.

1.5¡¡FengJie's services (hereinafter called the “Services”) consist of work performed by FengJie, which can be selected from but not limited to:

 

•  Foundry and forging process supervision
•  Valve component inspection in factory which includes checks on:
a) Dimension
b) Mechanical properties
c) Chemical composition, and
d) NDT
•  Assembly process supervision
•  On-site production progress check
•  Witness pressure test
•  Paint process supervision and paint inspection
•  Pre-shipment check on quantity and marking
•  Certification and documents check
•  Witness cryogenic test
•  Witness fugitive emission test

•  Witness UT
•  Witness MPT
•  Witness LPT
•  Factory Evaluation & Audit
•  Order Management
 

1.6¡¡If Service need to be provided with techniques or processes based on Principal's special requirements which are different from applicable international standards, the special requirements need to be made known to FengJie in writing. If necessary also through an on-site operation/handling demonstration by Principal to FengJie. In this case, Service requested can only be considered accepted by FengJie when FengJie acknowledge it by writing. When the special required techniques or processes are clearly against the applicable international standards, FengJie keep the right to reject such request. This, in order to maintain FengJie's valuable market reputation.

1.7¡¡FengJie will train her personnel regularly on theoretical knowledge and operational skill. This will keep the inspectors well up-dated to new development or modifications in the international standards.

1.8¡¡FengJie will disclose no information concerning Principal to any third parties, except when it concerned Chinese authorities for investigations.

1.9¡¡FengJie will send inspection report to Principal within the next working day after the inspection work is ended.

2.1¡¡The Principal need to provide FengJie with all necessary information to facilitate a smooth delivery of Service. The information need to include, but not limited to, the type of products, pressure rating, nominal size, shell material, trim material, designed standard of the products, the total ordered quantity of the products, the quantity of products need to be inspected, as well as (when applicable) the documents necessary to complete requested Service. Information need to be provided in a timely manner and in any event not later than two weeks prior to the desired Service.

2.2¡¡Upon receiving enquiries from Principal for a Service, FengJie will bring out offer to Principal within 2 working days. Quotation will include the total inspection fee and the needed inspection time. The inspection time need to include reasonable and sufficient time for internal transportation in the manufacturer's factory.

2.3¡¡In case that the Principal accept the offer from FengJie, an acknowledgement in writing need to be faxed or e-mailed to FengJie so that FengJie can start making preparation. FengJie will issue a Proforma Invoice to the Principal to facilitate payment.

2.4¡¡The Principal will transfer 80% of the offered amount to FengJie's bank account at least one week before the starting date of the Service as down payment. The remaining 20% will be transferred within one week after receiving the Inspection Report from FengJie. Late payment will incur an interest charge at 1.5% per month, or fraction thereof. For payment, each party bears its own bank charges.

2.5¡¡If the co-operation has continued for more than two years in a steady and growing manner, and in case there is no payment problems encountered, FengJie may offer to Principal possibilities to do monthly payments. In that case, unless otherwise agreed, invoices for Services performed by FengJie will be issued at the end of each month. Payment need to be arrived to FengJie's bank account within 2 weeks. Late payment will incur an interest charge at 1.5% per month, or fraction thereof. For payment, each party bears its own bank charges.

2.6¡¡The Principal will advise in writing FengJie of the date on which the Services are to commence, or to be resumed.

2.7¡¡The Principal is responsible for a sufficient and thorough preparation by manufacturer for a smooth start and continuation of the Service by FengJie without delay and interruption. For each day, inspection time is set and limited to 8 hours.

2.8¡¡When delay or interruption occurs due to manufacturer failures (such as wrong planning, slow movement of test operators, machine breakdown, electricity stop etc) so that extra day (compared with the one quoted in Article 2.2) are needed to complete the Service, the Principal will pay extra fee for the extra man day and all extra cost incurred.

2.9¡¡Documents reflecting engagements between the Principal and third parties or third parties' documents - if received by FengJie - are considered to be for information only and do not extend or restrict the scope of the Services or obligations accepted by FengJie.

2.10 FengJie accepts written cancellation until 2 working days before the projected inspection date. After this limit, the Services booked will be charged for two days if the originally intended Service is 2 days or longer (including travel time). But if the Service was only intended for one day, a full Service charge will be billed.

2.11 In the event that FengJie is being prevented from performing or completing in full the requested Services, for any reason beyond its control, such as but not limited to, wrong information given by Principal or Factory (e.g. goods not ready for inspection despite information given by Principal or Factory), the Principal will pay proportion of fees which is due for Services actually rendered, and to release FengJie from all responsibilities for partial or non-performance of the Services.

2.12 The scope of inspection report by FengJie will contain only information concerning findings during the inspection as accepted. FengJie is under no obligation to report upon any facts or circumstances which are outside the specific scope of its assignment.

2.13 In case that the Service need to be interrupted due to non-FengJie’s reason, such as local electricity break, malfunctioning of factory facilities, close-down due to weekend, strikes etc, FengJie has the right make decision whether the inspectors
1) need to stay near the factory until resuming of Service, or
2) pull back the inspector temporarily
The decision will protect the Principals interest by minimizing the total cost as much as possible without degrading FengJie’s Service level. At the same time, it will take into account the availabilities of inspectors due to work-load in period subsequent to the offered Service Time.

 

3.1¡¡FengJie accepts liability only in case of negligence proven by the Principal.

3.2¡¡All products which passed by FengJie's witness pressure test will be stamped by FengJie on one of the flanges for identification.

3.3¡¡Due to the fact that open and close operations wear the seating surfaces of the metal seated valves (especially gate valves); It might happen that when FengJie witness the seat test, the valves are approvable in accordance with related standards. However, when valves arrived in Principal's premise, the leaking rate is found to be over the tolerable leaking limit according to the same standards. This is inherent to the products and does not mean inspection is done improperly. FengJie is not liable for this situation. Neither will FengJie be responsible for degradation of products caused by transport or wrong handling after FengJie's Service.

3.4¡¡In the event of FengJie being held liable in respect of any claim for loss, damage or expense of whatsoever nature and however arising, its liability to the Principal shall in no circumstances exceed three times the inspection fee for all those effected defective products or the sale price of the products by the Factory which ever being lower. The inspection fee for a unit products will be calculated based on the total time (in hours) needed to completely inspect the product, divided by 8 hours (one working day) and multiplied by one man day's service fee.

3.5¡¡In addition, in case of the Service of pre-shipment inspection, where less than 100% of the production is complete, FengJie's responsibility will only extend to those items completed at the time of inspection; The Report does not evidence shipment.

3.6¡¡The Principal shall guarantee and indemnify FengJie against all claims made by third parties for loss, damage or expense of whatsoever nature arising, 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 3.4 .

3.7¡¡In the event of any claim, notice must be given to FengJie headquarters ( Shanghai Fengjie Valve Service Co., Ltd located at Room 315, No 433 Hami Road, Zip Code 200335 Shanghai, China Tel. (+86) –21-62397123 , Fax. (+86)-21-52180002 , within seven days following discovery of the facts £¬ or three months from the completion of the Service. Whichever is later. But in no case longer than 6 months.

3.8¡¡FengJie shall be entitled to automatically either terminate and/or suspend provision of Services in the events that:

3.8a The Principal commits any material breach of its obligations under these terms and conditions.

3.8b The Principal is insolvent or unable to pay its debts, in suspension of payments.

3.9¡¡FengJie, and its affiliates and the Principal undertake not to divulge to any third party confidential information obtained from the other party regarding the execution of FengJie Services.

3.10 Principal and FengJie both acknowledged that Inspection Service only serves to find out whether the products meet the inspection standards' requirements at the moment the products are being inspected. The manufacturers will at all time be fully responsible for the quality of the products.

3.11 The report will reflect findings of the Service at the time and place of Service. This Report does not discharge Sellers and Suppliers (manufacturers) from their legal and/or commercial obligations towards the Principal.

3.12 Fengjie will not be held responsible for eventual damages inflicted after the inspection of Fengjie.

4.0¡¡Unless otherwise provided, these terms and conditions shall be governed by and construed in accordance with Chinese Law.

4.1¡¡All un-resolvable disputes or differences of any kind whatsoever between the parties in connection to or arising out of the Services shall be submitted to the exclusive jurisdiction of the courts of Shanghai.

4.2¡¡These terms and conditions have been drafted in English. If another language is added in future, the English version shall prevail for all purposes.

 

 
;