QIMA Terms and Conditions
Last updated June 2025
Contents
1. Definitions
2. Services Provision
3. Fees and Payment
4. Liability and Indemnification
5. Termination of Services
6. Data Protection and Confidential Information
7. Intellectual Property Rights
8. Miscellaneous
9. Annex 1 – Inspection Services
10. Annex 2 – Laboratory Testing Services
11. Annex 3 – Audits Services
12. Annex 4 – Certification Services
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These Terms and Conditions (“T&C") shall apply to all services provided by QIMA Limited and any of its Affiliates (“QIMA”) to any of their Clients. These T&C are comprised of (i) General Terms and Conditions (“GTC”) applicable to all the Services provided by QIMA and (ii) its corresponding Annexes (“Specific Terms and Conditions”), which detail specific conditions applicable to each Service, as outlined below:
Annex 1 – Inspections Services;
Annex 2 – Laboratory Testing Services;
Annex 3 – Audits Services; and
Annex 4 – Certification Services.
QIMA reserves the right to change these T&C at any time, such changes shall be effective and binding upon publication on QIMA official website.
1. DEFINITIONS
Notwithstanding the definitions provided in each Specific Terms and Conditions, for the purposes of these T&C the following terms shall have the meanings set forth below:
1.1. “Affiliates” shall mean any other company that, directly or indirectly, through one or more intermediaries, is controlling or is controlled by any subsidiaries of QIMA Limited, a Hong Kong company limited by shares. For the purposes of this definition, “control” when used with respect to any entity means the power to direct the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
1.2. “Client” shall mean any individual, firm, company, agency, or entity that engages QIMA for the provision of Services, as defined herein. The term "Client" encompasses both the entity that directly contracts with QIMA and any authorized representatives, agents on behalf of said entity in relation to the Services provided.
1.3. “Client Data” means the Client’s Data, provided by the Client or collected by QIMA when providing the Services.
1.4. “Confidential Information” includes any data, information (including pricing), documents, software, or materials relating to the business, operations, or plans of the party disclosing the information, whether written, oral, or in electronic form, and whether marked as confidential, that is not generally known to the public or commercially available. Confidential Information shall not include information that: (i) is or becomes publicly known through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on the disclosure; or (iv) is independently developed by the receiving party, which independent development can be shown by written evidence.
1.5. “Force Majeure” means any event beyond the reasonable control of QIMA, which prevents it from complying with any of its obligations under these T&C, including but not limited to acts of God, natural disasters such as floods, earthquakes, and hurricanes, war, terrorism, civil unrest, strikes and other labor disputes, fires, nuclear accidents or explosions, pandemics, government actions or interventions, and disruptions to transportation networks.
1.6. "Intellectual Property" refers to all rights and interests, including moral rights, arising from creations of the mind recognized under law, including but not limited to inventions, processes, know-how, trade secrets, patents, patent applications, utility models, copyrights, trademarks, improvements, and other assets, including but not limited to the procedures and techniques, computer technical expertise, and software, whether or not such are registered or capable of registration. The term "Intellectual Property" also encompasses any new and useful process, machine, composition of matter, life form, article of manufacture, software, copyrighted work, or tangible research property, whether patentable or not.
1.7. “Personal Data” shall mean, according to the applicable law, any information relating to an identified or identifiable natural person.
1.8. "Report" shall mean a detailed document or series of documents compiled and issued by QIMA to the Client, encapsulating the findings and conclusions derived from the execution of the Services requested by the Client, in accordance with the applicable technical standards and practices.
1.9. “Services” shall mean the Services provided by QIMA according to these T&C and the SpecificTerms and Conditions, including but are not limited to: (i) audit of factories, manufacturing, warehouses, farms, processing sites among others (“Audits”); (ii) quality inspections of products, shipments and containers for quality, quantity and general customer requirements (“Inspections”); (iii) laboratory testing of product samples (“Laboratory Testing”); (iv) environmental social and governance services (“ESG”); (v) certification of products, processes and people (“Certification”) and (vi) consulting, training and technical documentation solutions (“Professional Services”).
1.10. "Supplier" shall mean any individual, firm, company, or entity that provides products or services to the Client and whose premises, manufacturing, processing sites, or other operational locations are subject to Audit, Inspection, or any other Service as requested by the Client and performed by QIMA under these T&C.
2. SERVICES PROVISION
2.1. Booking of Services. Services offered by QIMA should be booked by the Client or its Suppliers through the QIMA website platform. If other booking methods are being used, these T&C shall still govern the provision of Services.
2.2. Services. QIMA will provide Services in accordance with the GTC and the corresponding Specific Terms and Conditions.
2.2.1. The Client acknowledges and agrees that all Services provided under these T&C may be performed by any of QIMA's Affiliates.
2.2.2. The Client acknowledges and agrees that in certain instances, QIMA's Affiliates may provide Services under their own terms and conditions, which may be available on the respective Affiliate's website or signed separately in an agreement. In the event of service provision by such an Affiliate, and there is a conflict between these T&C and the Affiliate's one, the Affiliate’s terms shall prevail. In case the Affiliate’s terms are silent on a topic addressed in these T&C, the parties shall rely on these T&C.
2.2.3. QIMA expressly reserves the right to act at its own discretion in accepting or declining a request for Services and cannot be compelled to accept or be held liable for declining a request for Services or products that: (i) fall outside of its scope of activity or specialization; (ii) present geographical accessibility problems, such as Services to be rendered or products to be found in restricted or highly remote areas; or (iii) require QIMA to obtain special permissions to operate, such as governmental permissions.
2.2.4. The Client acknowledges that the Services are not necessarily designed or intended to address all aspects of quality, safety, performance, or condition of any product, material, service, system, or process that is tested, inspected, or certified.
2.3. Suppliers. Some Services will be performed on the Supplier premises, as defined in these T&C. The Client is aware that QIMA's role is strictly confined to the provision of said Services. QIMA bears no responsibility for any aspect of the commercial relationship between the Supplier and the Client.
2.3.1. If there is an arrangement between the Supplier and the Client wherein the Supplier is responsible for the Services payment, and the Client's Supplier fails to fulfill its payment obligations to QIMA, the Client will be held fully responsible for the outstanding payments, as outlined on Section 3.1.2.
2.4. Re-Performance of Services. Regardless of the initial result of the Report issued by QIMA following performance of the Services, QIMA is not obliged to re-perform the Services free of additional cost for the Client. If the Client or its Supplier requests QIMA to re-perform the Services, the Client will be responsible for the payments on behalf of its Supplier as provided in Sections 2.3 and 2.3.1 above. QIMA reserves the right to refuse the re-performance of Services until confirmation of such payment arrangement is provided.
3. FEES AND PAYMENT
3.1. Payment. Payment of the fees is expected to be made online prior to booking the Services. In cases where payment is arranged to be processed after the provision of Services, it shall be made upon receipt of the invoice and in no event more than 30 days thereafter, except if agreed in writing otherwise between the parties.
3.1.1. If any invoice remains unpaid by the due date, QIMA reserves the right to suspend the execution of Services. The outstanding amount will incur an interest charge of 1,5% per month.
3.1.2. In the case of Services being invoiced to the Client’s Supplier, and if the Client's Supplier fails to fulfill its payment obligations to QIMA, remaining in debt for a period longer than three (3) months, the Client will be held fully responsible for the outstanding payments. QIMA reserves the right to pursue the Client for the unpaid amount and any applicable interest, as outlined in the previous clause.
3.1.3. Neither the Client nor its Suppliers shall be entitled to retain or defer payment of any sums due to QIMA on account of any dispute or claim alleged against QIMA. QIMA reserves the right to pursue the collection of unpaid fees in any court with competent jurisdiction. The Client or its Suppliers shall bear all collection costs incurred by QIMA, including attorney’s fees and related expenses.
3.2. Fees. The Client shall pay QIMA the Services fees as set out in any quotation or otherwise agreed in writing.
3.2.1. Additional Services to be rendered, such as but not limited to Audit desktop reviews, consulting services, training, workshops, may not be included in the fees price and will be quoted separately.
3.3. Fee Adjustment. The Services fees may be adjusted at any time without prior notice to the Client, including but not limited to adjustments based on the Consumer Price Index published by the International Monetary Fund. The new Services fees will be effective from the date specified by QIMA and will be applicable to all Services rendered on or after that date.
3.4. Taxes. All prices provided by QIMA are net of any applicable taxes. The payment of any applicable Value Added Tax (VAT) or withholding tax and bank fees is the sole responsibility of the Client, who shall pay the due amount for the Services provided by QIMA without any tax deduction.
3.5. In the event that QIMA is prevented from performing the requested Services for any reason beyond its control, including but not limited to Force Majeure events or events caused by the Client personnel or the Supplier, who is the subject of the Service provision (e.g., the supplier not allowing QIMA to enter its premises), the Client agrees to:
reimburse all costs that were incurred in the course of the Services that were not performed, including but not limited to travel costs.
pay all fees due for the Services in full and release QIMA from all responsibility for partial or non-performance of the Services.
4. LIABILITY AND INDEMNIFICATION
4.1. Limitation of Liability. The Client acknowledges that QIMA is neither an insurer nor a guarantor and QIMA expressly disclaims such responsibilities. QIMA's liability is strictly limited to direct and proven damages arising solely from QIMA's gross negligence or willful misconduct. In any event, QIMA's total liability for any claim, loss, damage, or expense shall not exceed five (5) times the total fees paid for the specific Service from which such claim arises. This limitation of liability is cumulative and not per incident.
4.1.1. QIMA shall not be liable to the Client or any third party for any of the following types of losses or damages: loss of profits, production, business, revenue, opportunity, contracts, expectation, use, goodwill, or reputation; loss of anticipated savings; costs or expenses related to product recalls; costs or expenses incurred in mitigating losses; losses or damages arising from third-party claims (including product liability claims); and any indirect or consequential losses or damages of any kind.
4.2. Third-Party Services Liability Exclusion. Notwithstanding any other provision in these T&C, QIMA has no liability for the performance, accuracy, or quality of similar services provided by third parties, even if such services are of the same nature as those covered under these T&C. Should the Client elect to engage third-party service providers to perform services similar to those provided by QIMA, the Client assumes full responsibility for the selection, engagement, and performance of such third-party services. QIMA shall not be held accountable for any loss, damage, or dissatisfaction arising from the Client's use of third-party services, nor shall QIMA's provision of services under these T&C be deemed an endorsement or validation of any third-party service provider's competence, performance, or quality of services. The Client acknowledges that any decision to utilize third-party services in lieu of, or in addition to, the services provided by QIMA is made at the Client's own risk and discretion and does not affect QIMA’s deliverable to the Client.
4.3. Indemnification. The Client shall hold harmless, indemnify, and defend QIMA, its officers, employees, agents, and subcontractors against all claims, damages, losses, expenses, including legal fees and related costs, arising from or related to:
the performance, purported performance, or non-performance of any Services.
any claims or suits by any regulatory body, governmental authority, or others alleging the Client's failure to comply with laws, ordinances, regulations, rules, or orders.
claims or suits for personal injuries, property damage, economic loss, or intellectual property rights infringement incurred by any person or entity in connection with the Services provided by QIMA, its officers, employees, agents, representatives, contractors, or subcontractors.
any claims or suits arising from the misuse, unauthorized use, or incorrect use of any Reports issued by QIMA that may harm QIMA's goodwill or reputation, including but not limited to any use of the name "QIMA" or any of QIMA’s trademarks or brand names for media, marketing, or publication purposes.
4.4. Claim Notification. Any claim must be notified by the Client, in writing, to QIMA within thirty (30) days of discovering the facts that justify the claim, failing to do so, QIMA shall bear no liability and Client’s claim shall be voided.
5. TERMINATION OF SERVICES
5.1. Termination or Suspension. QIMA reserves the right to immediately, and without any liability, either suspend or terminate the provision of Services at its sole discretion, including if the Client:
fails to comply with any of its obligations as stipulated in these T&C.
fails to pay any invoice by its due date and/or fails to make payment following an additional request for payment, including instances described in Section 3.1.2.
is insolvent, unable to pay its debts, or undergoes bankruptcy, receivership, or cessation of business.
6. DATA PROTECTION AND CONFIDENTIAL INFORMATION
6.1. Data Protection. In performing the Services, QIMA collects, uses and protects Personal Data according to its Privacy Policy and Cookie Policy, to be deemed as incorporated in these T&C by reference.
6.2. Confidentiality. While performing and fulfilling their respective obligations under these T&C, each party may have access to or be exposed to, directly or indirectly, confidential information of the other party Confidential Information. Both QIMA and the Client agree to:
maintain all Confidential Information in strict confidence and will advise all representatives of the confidential nature of the Confidential Information and ensure that such representatives will keep the Confidential Information confidential.
not disclose Confidential Information to any third parties, except to any regulator having regulatory or supervisory authority over its business and as may be necessary and required in connection with the rights and obligations under these T&C and subject to confidentiality obligations similar to those set forth herein.
not use any Confidential Information for any purpose outside the scope of these T&C.
6.3. In the event that one party is required by law to disclose any Confidential Information relating to the other party, it will furnish only that portion of the Confidential Information that is necessary in order to comply with such legal obligation. The demanded party will, to the extent possible and permitted by law, notify the other party in written. Such disclosure will not be treated as a breach of these T&C.
6.4. The obligations of the parties to protect the Confidential Information will continue for a period of five (5) years following the termination of the Services provision
7. INTELLECTUAL PROPERTY RIGHTS
7.1. The Client acknowledges and agrees that all Intellectual Property rights and any information or data related to or arising from the Services provided by QIMA, regardless of whether such rights are registered or capable of registration, and any enhancements, modifications, or improvements thereof, shall remain the sole and exclusive property of QIMA. The Client further acknowledges that these rights are critical and valuable to QIMA and agrees not to take any action that would infringe upon, harm, or contest the validity of QIMA's Intellectual Property rights.
7.2. The Client Data will only be used or otherwise made available in an anonymized and/or aggregated format whereby the Client cannot be identified, and no Personal Data will be involved. The Client hereby grants to QIMA a worldwide, nonexclusive, perpetual, unlimited royalty-free license to access, use, copy, adapt, transmit and exploit Client Data to the extent necessary (i) to perform its obligations under these T&C (ii) to enhance the Services provision (including the performance of the Services, developing new features, monitoring usage behavior) and (iii) to conduct market research, industry trends and more generally for statistics’ purposes.
7.2.1. Notwithstanding the above, the Client will continue to own all rights, title and interest to all of the Client Data.
7.3. Once payment for the Services is received in full, according to Section 4 of these T&C, QIMA grants the Client a non-exclusive, non-transferable, and revocable license to use the Intellectual Property to the extent necessary for the Client to utilize the Services and Reports provided by QIMA, strictly in accordance with these T&C. This license does not include any right to sublicense, sell, distribute, reproduce, or otherwise make available any of QIMA's Intellectual Property to third parties without the prior written consent of QIMA.
7.4. The Client undertakes not to directly or indirectly copy, reproduce, modify, reverse engineer, disassemble, decompile, transfer, exchange, translate, create derivative works from, lease, loan, resell for profit, distribute, redistribute, or otherwise exploit any materials, information, or Intellectual Property rights provided by QIMA without the express written permission of QIMA.
7.5. The Client agrees to notify QIMA promptly of any unauthorized use, infringement, or misappropriation of QIMA's Intellectual Property rights of which it becomes aware and to assist QIMA, at QIMA's request and expense, in the protection and enforcement of its Intellectual Property rights.
7.6. The Client hereby grants QIMA the right to use the Client's name and primary brand solely for promotional purposes, including but not limited to marketing materials, case studies, and presentations. Such use shall be conducted in a manner that is consistent with the Client's brand guidelines and image. QIMA agrees to ensure that such use aligns with the Client's interests and does not misrepresent the nature of the relationship between the Client and QIMA.
8. MISCELLANEOUS
8.1. Force Majeure. QIMA shall be exonerated from all liability for non-performance or partial performance of the Services, to the extent that such non-performance or partial performance is a direct consequence of the event of acts of God or Force Majeure.
8.2. Statement of Independence, impartiality, confidentiality and integrity. To provide high-quality compliance service, QIMA hereby make the statement of independence, impartiality, confidentiality and integrity, please refer to this link.
8.3. Subcontracting of Services. QIMA reserves the right to subcontract any part of the Services to a third party without the prior information and consent of the Client, except if it is required by the applicable regulation. QIMA will ensure that any subcontractors engaged will be bound by terms and conditions substantially similar to those set out in these T&C.
8.4. Entire Agreement. These T&C constitute the entire agreement between QIMA and the Client. No amendment, modification, or supplement of any provisions of these T&C shall be valid or effective unless made in writing and signed by a duly authorized representative of both QIMA and the Client.
8.5. Conflict. These T&C shall prevail over any Clients or Suppliers’ general purchase conditions or similar documents, except where the parties have signed and agreed upon a specific agreement. If such a specific agreement is silent on a topic addressed in these T&C, the parties shall rely on these T&C.
8.6. Severability. If any term or provision of these T&C is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal, or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal, or unenforceable provisions.
8.7. Assignment. The Client shall not assign, transfer, delegate, or subcontract any of its rights or obligations under these T&C without the prior written consent of QIMA. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations hereunder.
8.8. Governing Law and Jurisdiction. These T&C shall be governed by and construed in accordance with the laws of Hong Kong, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, these T&C or the Services shall be instituted exclusively in the courts of Hong Kong, although QIMA retains the right to bring any suit, action, or proceeding against the Client or its property in the court of any jurisdiction.
Annex 1 – Inspection Services
This Annex 1 is an integral part of the QIMA T&C which is composed by its GTC and the Specific Terms and Conditions. It outlines the specific conditions applicable to Inspection Services.
Unless otherwise specifically and expressly agreed in writing by QIMA, all Inspection Services provided by QIMA are governed by the following specific conditions:
1. Definitions
1.1.Any terms that are capitalized but not defined in the present Annex 1 have the meanings attributed to them in the GTC. The definitions specific to the present Annex are the following:
“Acceptance Sampling Method” means the proven statistical method used to accept or reject a production lot by inspecting a randomly selected number of products. The method is based on the acceptable quality level, which establishes a maximum allowable error rate or variation.
“Reference Sample” shall mean a sample provided to QIMA for the purpose of conducting its Inspection Services, which serves as a standard or benchmark for comparison during the Inspection process. This sample is intended to represent the quality and characteristics expected of the product batch or lot.
2. Inspection Services
2.1. Notwithstanding the provisions of Section 2 of the GTC, QIMA will conduct Inspection Services to the Client from whom the instructions have originated. The outcome of the Inspection Services will be compiled into a Report, which will detail the information QIMA was asked to gather and will be provided either as a written document or an online report.
2.2. The Client hereby acknowledges and agrees that QIMA utilizes the Acceptance Sampling Method, a recognized standard within the industrial sector, while performing Inspection Services. The Client further understands and accepts that this method is not infallible. Consequently, QIMA shall not be held liable for any mistakes, errors, or inaccuracies arising from the use of this method.
2.3. Client may cancel Inspection Services at no charge if the cancellation request is received by QIMA no later than 4:00 PM China Time on the day preceding the scheduled Inspection. Cancellation requests received after 4:00 PM China Time on the day preceding the scheduled inspection will incur the full charge for the Inspection Services.
2.4. In the event when the Inspection Service must be cancelled on the scheduled Inspection Services day, because of wrong information given by Client or Supplier (including, but not limited to goods not ready for Inspection Services despite information given by factory) the Client agrees that QIMA will charge full fee to Client as a 'missed Inspection' fee.
2.5. For on-site Services performance, the Client shall (i) ensure and take all reasonable steps and remedy any obstacles to assure QIMA has access to the premises on which Services will be performed; and (ii) render all reasonable assistance to QIMA and ensure that all necessary measures are taken for safety and security of working conditions, sites and installations during the performance of Services by QIMA.
2.6. In no event QIMA shall repackage goods following the provision of Services. If QIMA is requested to repackage the goods, the Client acknowledges and agrees that QIMA shall bear no liability for any damages or losses arising from the repackaging process.
3. Reference Samples
3.1. If the Inspection Services uses a Reference Sample, QIMA will only return the Reference Sample to the Client if it specifically asks for it. The Client shall bear the costs and the risk of the transport of the Reference Samples, unless otherwise agreed. In the event of shipment by the Client, the Reference Sample material must be packed properly and in compliance with any instructions issued by QIMA.
4. Reports
4.1. The Client hereby is aware and declares that:
the Report will reflect the findings of QIMA at the time of Inspection only and QIMA will have no obligation to update a Report after its issuance unless mutually agreed upon by QIMA and the Client.
When the Inspection is conducted based on a Reference Sample, QIMA will consider it to represent the quality and characteristics expected of the product for the provision of Services.
QIMA is under no obligation to refer to or report upon any facts or circumstances which are outside the specific scope of its assignments or Inspections requested.
the Services are provided objectively and independently of the Client's desired outcomes, and the Report is not required to meet the Client's expectations.
no party other than the Client shall be entitled to give instructions to QIMA, particularly concerning the scope of the Services or delivery of the Report, unless duly authorized by the Client in writing.
the Client is solely responsible for (i) ensuring that the information, instruction, Reference Samples or specifications provided to QIMA to perform the Services are clear, accurate, and of good quality, and (ii) any actions taken or not taken by the Client based on these Reports, as well as (iii) any inaccurate Services’ results arising from unclear, erroneous, incomplete, misleading, or false information provided to QIMA.
it will not use any Reports issued by QIMA in a misleading or incorrect manner and that it will only distribute such Reports in their entirety.
for pre-shipment inspections, QIMA Report does not constitute evidence of shipment.
4.2. The Reports are issued based on information, documents or Reference Samples provided by the Client, if applicable, and solely for the benefit of Client who is responsible for acting as it sees fit based on such Reports. Neither QIMA nor any of its officers, employees, agents or subcontractors shall be liable to Client nor any third party for any:
actions taken or not taken based on such Reports.
incorrect results arising from unclear, erroneous, incomplete, misleading or false information provided to QIMA.
any facts or circumstances which are outside the specific scope of the Services.
any product recalls, market withdrawals, or corrective actions that may arise from the Client’s decision.
consequences arising from products being rejected or not approved by customs or other regulatory authorities.
Annex 2 – Laboratory Testing Services
This Annex 2 is an integral part of the QIMA T&C which is composed by its GTC and the Specific Terms and Conditions. It outlines the specific conditions applicable to Laboratory Testing Services.
Unless otherwise specifically and expressly agreed in writing by QIMA, all Laboratory Testing Services provided by QIMA are governed by the following specific conditions:
1. Definitions
1.1. Any terms that are capitalized but not defined in the present Annex 2 have the meanings attributed to them in the GTC. The definitions specific to the present Annex 2 are the following:
“Sample” shall mean any materials, substances, or products provided to QIMA for the purpose of conducting laboratory analyses and tests.
2. Laboratory Testing Services
2.1. The Client shall provide QIMA with the materials necessary to complete requested Services, including but not limited to the Samples, in a timely manner.
2.2. For Laboratory Testing orders, cancellation by the Client is not possible once laboratory activities have already started. If the Client seeks to cancel a Laboratory Testing order and laboratory activities have already started, the Client shall be liable for the full cost of the testing as initially agreed.
2.3. For Laboratory Testing Services, the price may vary once the sample preparation process has begun. The Client acknowledges that QIMA may not be able to inform them in advance due to the testing already being in progress, and stopping the services could jeopardize the entire testing process. QIMA will inform the Client of any price alterations when the invoice is sent.
2.4. Laboratory Testing QIMA Decision Rule. When a statement of conformity to a specification or a standard is required, the decision rule selected is to be communicated to and agreed with the Client. If a statement of conformity is requested, unless it is inherent in the requested specification or standard, the QIMA Decision Rule will be applied.
3. Samples
3.1. All Samples shall be stored for a maximum period of 1 month, unless the nature of the samples requires a shorter storage period, or the parties have agreed in writing on a longer storage period. After expiry of the storage period, the Samples shall be disposed of at the Client's expense or returned to the Client at its expense and risk.
3.2. Client shall bear the costs and the risk of the transport of Samples, unless otherwise agreed. In the event of shipment by the Client, the Sample material must be packed properly and in compliance with any instructions issued by QIMA.
3.3. Except for Laboratory Testing on prototypes and pre-production samples, the Client hereby acknowledges and agrees that the Samples provided to QIMA for the purpose of performing the Laboratory Testing Services must be randomly selected from the production batch or lot that is subject to the Services. The Client shall ensure that the sample selection process is random and representative of the entire batch or lot.
3.4. Failure to comply with the requirements for random Sample selection, or failure to provide proof of such randomness when Samples are selected by the Client or its representatives, may result in the refusal of the Service by QIMA or may affect the validity of the Service results, for which QIMA shall bear no liability.
4. Reports
4.1. Regarding the Reports, the Client hereby is aware and declares that:
Reports issued as a result of Sample testing represent QIMA’s opinion on those specific Samples only and do not extend to the entire lot from which the Samples were taken.
the Services are provided objectively and independently of the Client's desired outcomes, and the Report is not required to meet the Client's expectations.
no party other than the Client shall be entitled to give instructions to QIMA, particularly concerning the scope of the Services or delivery of the Report, unless duly authorized by the Client in writing.
the Client is solely responsible for (i) ensuring that the information, instruction, Samples or specifications provided to QIMA to perform the Services are clear, accurate, and of good quality, and (ii) any actions taken or not taken by the Client based on these Reports, as well as (iii) any inaccurate Services’ results arising from unclear, erroneous, incomplete, misleading, or false information provided to QIMA.
it will not use any Reports issued by QIMA in a misleading or incorrect manner and that it will only distribute such Reports in their entirety.
4.2. The Reports are issued based on information, documents or Samples provided by the Client, if applicable, and solely for the benefit of Client who is responsible for acting as it sees fit based on such Reports. Neither QIMA nor any of its officers, employees, agents or subcontractors shall be liable to Client nor any third party for any:
actions taken or not taken on the basis of such Reports.
incorrect results arising from unclear, erroneous, incomplete, misleading or false information or not random Sample provided to QIMA.
any facts or circumstances which are outside the specific scope of the Services.
any product recalls, market withdrawals, or corrective actions that may arise from the Client’s decision.
consequences arising from products being rejected or not approved by customs or other regulatory authorities.
Annex 3 – Audits Services
This Annex 3 is an integral part of the QIMA T&C which is composed by its GTC and the Specific Terms and Conditions. It outlines the specific conditions applicable to Audit Services.
Unless otherwise specifically and expressly agreed in writing by QIMA, all Audit Services provided by QIMA are governed by the following specific conditions:
1.1. Audit Services
1.1. Audit Services carried out by QIMA, to the Client from whom the instructions to act have originated will be carried out by using techniques and processes that permit an independent, impartial and objective approach. The result of the Audit Services will consist in a Report communicating the collection of information QIMA has been requested to supply.
1.2. The Client undertakes to provide QIMA with the booking of the Services at least forty-eight (48) hours before the requested Audit day for locations in China, India, Bangladesh, Cambodia, Indonesia, and Vietnam; at least one (1) week before the requested Audit day for locations in Greater Asia (excluding Japan and South Korea); and at least two (2) weeks before the requested Audit day for locations in the rest of the world. Failing to do so, the Client understands that QIMA might not be in a position to render the said Service on the requested Audit day and shall not be held liable for it.
1.3. The Client shall take all reasonable steps to allow access of QIMA’s personnel to the site where the Audit Services shall take place, on the agreed Audit day. In the occurrence where QIMA’s staff is denied or unable to access to the Services’ site, and provided that QIMA’s staff is not at fault, the Client shall be liable to pay QIMA for the corresponding charges.
1.4. For the provision of Audit Services, the Client shall ensure that its Supplier:
procure all necessary access for the QIMA‘s representatives to the premises where the Services are to be performed and take all necessary steps to eliminate or remedy any obstacles to, or interruptions in, the performance of the Services;
comply with QIMA’s requests to conduct interviews, meetings or discussions with the Client’s or Supplier’s employees and agents on any matters relating to the Services, within such deadlines as QIMA shall establish;
supply, if required, any special equipment and personnel necessary for the performance of the Services;
1.5. Liability for On-Site Audits. For Services involving on-site Audits conducted by QIMA, the Client acknowledges and agrees that QIMA's responsibility and liability shall be strictly limited to the findings, observations, and results as expressly documented in the Report corresponding to the date of the Audit. The Client understands that QIMA shall not be held accountable or liable for any events, actions, or circumstances that occur prior to or after the date of the Audit. The Client hereby agrees to rely solely on the contents of the Report issued by QIMA for the specific Audit date in question.
2. Reports
2.1. Regarding the Report, the Client hereby is aware and declares that:
the Reports issued by QIMA are limited to QIMA’s analysis of the on-site, facts, information, documents, or other materials available at the time the Services were conducted by QIMA and within the limits of the instructions received and are solely for the benefit of the Client.
the Services are provided objectively and independently of the Client's desired outcomes, and the Report is not required to meet the Client's expectations.
no party other than the Client shall be entitled to give instructions to QIMA, particularly concerning the scope of the Services or delivery of the Report, unless duly authorized by the Client in writing.
the Client is solely responsible for (i) ensuring that the information, instruction or specifications provided to QIMA to perform the Services are clear, accurate, and of good quality, and (ii) any actions taken or not taken based on these Reports, as well as (iii) any inaccurate Services’ results consequences arising from unclear, erroneous, incomplete, misleading, or false information provided to QIMA.
it will not use any Reports issued by QIMA in a misleading or incorrect manner and that it will only distribute such Reports in their entirety.
2.2. The Reports are issued based on information provided by the Client and the on-site facts, if applicable, and solely for the benefit of Client who is responsible for acting as it sees fit based on such Reports. Neither QIMA nor any of its officers, employees, agents or subcontractors shall be liable to Client nor any third party for any:
actions taken or not taken based on such Reports.
incorrect results arising from unclear, erroneous, incomplete, misleading or false information provided to QIMA.
any facts or circumstances which are outside the specific scope of the Services.
any product recalls, market withdrawals, or corrective actions that may arise from the Client’s decision.
Annex 4 – Certification Services
This Annex 4 is an integral part of the QIMA T&C which is composed by its GTC and the Specific Terms and Conditions. It outlines the specific conditions applicable to Certification Services.
Unless otherwise specifically and expressly agreed in writing by QIMA, all Certification Services provided by QIMA are governed by the following specific conditions:
1. Definitions
1.1. Any terms that are capitalized but not defined in the present Annex 4 have the meanings attributed to them in the GTC. The definitions specific to the present Annex are the following:
“Accreditation Body” means the public or private organization authorized to appoint certification bodies, including QIMA, to issue Certificates.
“Additional Terms” means terms of services that are specifically applicable to all Certification services rendered by QIMA and are in addition of these T&C. The Additional Terms are available at QIMA website.
“Certificate” means an official document confirming that the Client's products, services, systems, or processes comply with specific standards or regulations.
2. Certification Services
2.1. Regarding the provision of the Certification Services, the Client shall commit to:
continuously fulfill the Certification requirements for the scope for which Certification is sought (in case of new application) or granted (in case the certification has already been delivered) and provide evidence of fulfilment.. Client also agrees to adapt to any Certification requirement changes that may occur, as communicated by QIMA.
immediately inform QIMA of any changes in their premises which may affect their management system, their service their products, their process or their skills related to any Certificate given by QIMA. Any breach of this obligation to inform may lead to the withdrawal of the Certificate.
comply with the requirements as specified by the Accreditation Body and the certification scheme when claiming and making reference to its Certification status in communication media such as documents, brochures, and/or advertising.
provide all the documents and records as necessary and specified by QIMA as for QIMA to perform document review in relation to any type of assessment to be conducted. In case a Client doesn’t wish to provide some documents, QIMA will then accordingly determine whether the information provided is sufficient for the conformity assessment. If not, the Certification application will be declined.
provide copies of the certification documentation to others if and only if the relevant documents are reproduced in their entirety or as specified in the certification scheme.
3. Certificates
3.1. Where a Certificate is issued to the Client, the Client shall comply with all the provisions or directives of that Accreditation Body. The Client agrees to use the certificate only to indicate that product is certified as being in the conformity with the requirements of the Certification scheme and the Accreditation Body.
3.2. QIMA shall retain in its archive for the period required by the relevant Accreditation Body or by law all materials relating to the assessment program and surveillance program relating to that Certificate.
3.3. The Client may promote its certification in accordance with the terms set out in the regulations governing the use of such Certificate, issued by the Accreditation Body. Use of QIMA’ corporate name or any other registered trademarks for advertising purposes is not permitted without QIMA’ prior written consent.
4. Additional Terms
4.1. In case of any discrepancies between QIMA T&C and the Additional Terms, the later Additional Terms shall prevail.
4.2. Such Additional Terms define the respective responsibilities of QIMA and any applicant for Certification. All applicants agree and undertake to abide by these Additional Terms, and without such agreement and undertaking, QIMA will not provide the Certification Services nor release any certification documentation.