General Terms and Conditions

General Terms and Conditions

Huay Testing is entrusted by individuals or organizations in need (hereinafter referred to as "the Client") to provide technical services related to testing and certification of electronic and electrical products. The parties, in the spirit of equality and mutual benefit, enter into these General Terms and Conditions of Business (hereinafter referred to as the "General Terms and Conditions"). The General Terms and Conditions, together with the Test Application Form and other documents, constitute an inseparable whole. Unless the parties enter into a supplementary agreement to amend the General Terms and Conditions, both parties shall fulfill their obligations in accordance with these General Terms and Conditions.

1. General Information

1.1 The Client's placement of a service order constitutes acceptance of these General Terms and Conditions. The General Terms and Conditions apply to all orders, contracts concluded in relation to orders, and all other arrangements, including all offers made or services provided by the Company or any of its affiliated companies. If the General Terms and Conditions conflict with provisions relating to services performed on behalf of a government, governmental agency, or any other public entity, or with mandatory provisions of local law, the conflicting parts shall not apply. The Client's placement of an order or entry into a contract with the Company shall be deemed as acknowledgment and acceptance of these General Terms and Conditions.

1.2 The Company strongly recommends that the Client or potential Client read these General Terms and Conditions in their entirety before placing any order or entering into any contract with the Company. These General Terms and Conditions shall apply exclusively. Any general terms and conditions of the Client that deviate from, contradict, or supplement these General Terms and Conditions shall only become part of these General Terms and Conditions if the Company expressly approves their application in writing. This approval requirement applies in all circumstances, including where the Company provides services to the Client without reservation while being aware of the existence of the Client's general terms and conditions. Any subsidiary agreements, commitments, and other representations made by the Company's employees or designated experts shall only be binding if confirmed in writing by the Company. Any modification of this provision shall be subject to the same requirement.

2. Testing Requirements

2.1 When the Client entrusts the Company with testing, the Client shall complete and submit a Test Application Form to the Company (by email, courier, or other means). If the Client has additional requirements for the testing service, the Client shall submit such requirements in writing together with the Test Application Form, and the Company shall determine whether to accept them based on actual circumstances.

2.2 If the Client requests a change to the testing service during the testing process, the Client shall submit a written change request at least 2 working days in advance, and the Company shall promptly evaluate the change request.

2.3 If the Company terminates or changes the testing service at the Client's request, the Client shall pay for the portion of the testing already completed by the Company (including but not limited to testing fees, labor costs, travel expenses, reagent costs, etc.), and shall have no right to demand a refund of any payments previously made.

2.4 When the Client delivers samples to the Company for testing, the Client shall properly protect and package the samples. If the samples are damaged or lost during transportation or handover, resulting in the Company's inability to fulfill its obligations on time, the Company shall not be liable for such delays.

2.5 The Client shall be aware that samples may be subject to damage or destruction during the actual testing process, and the Company shall not be liable for such damage.

2.6 The Client shall provide the Company with lawful, suitable, and sufficient samples in accordance with the testing requirements and shall pay the testing fees and other related charges.

2.7 The Client shall inform the Company of any actual or potential risks or dangers related to the entrusted services, such as radiation, toxic, harmful, or explosive substances, environmental pollutants, or poisons, and warrants that the entrusted samples do not violate applicable laws and regulations.

2.8 The Client shall clearly specify the service requirements in the Test Application Form, including but not limited to the testing items and the testing methods on which they are based. If the Client specifies the testing method, the applicability of the testing method shall be the responsibility of the Client; if the testing method is recommended by the Company, the Company shall select the applicable method at its own discretion.

2.9 The Company shall provide testing services in accordance with the entrusted items and requirements set out in the Client's Test Application Form and shall deliver the test report to the Client in the manner agreed by both parties.

2.10 Upon receipt of the samples and materials provided by the Client, the Company shall promptly inspect them. If any sample is found to be incorrect, insufficient in quantity, damaged, or if necessary materials are missing (which may affect the accuracy of results or result determination), the Company shall promptly notify the Client to supplement with qualified samples or materials. The testing service period shall be recalculated from the date the Company receives the supplemented samples or materials.

2.11 The testing service period shall commence from the date the Client has provided the Test Application Form and qualified samples to the Company and has issued a start notification to the Company (by various notification methods). If the Client requests expedited or other special testing services, the Company shall assess the request based on the actual conditions of the testing method, project requirements, etc.

2.12 Upon completion of sample testing, the Company has the right to decide at its own discretion whether to retain or destroy the samples, taking into account the sample characteristics and the Company's internal requirements. If the Client requests continued retention, the Client shall submit a written notice and bear the sample storage fee. If the Client requests the return of samples, the Client shall submit a written notice and bear the courier fees and other related expenses.

2.13 For testing items that require subcontracting, the Company shall be responsible to the Client for the work results of the subcontractor, except where the subcontractor is designated by the Client or a statutory management authority.

2.14 The Company shall not be liable for any breach of contract where testing cannot be performed or cannot be performed in a timely manner due to technical limitations or equipment failure.

3. Test Reports

3.1 Upon the Client's request, the Company may provide reports in English. When both Chinese and English reports are requested, the Client shall provide accurate English information for report preparation, including the client name, sample name, and other relevant content.

3.2 The parties agree that the data and results on the reports or certificates provided by the Company are solely responsible for the samples submitted for testing and do not express any opinion on the batch of products from which the samples were taken. The scope of the Company's liability shall not exceed the scope of the test report issued for the samples.

3.3 If the Client has objections to the test results, the Client shall submit a written objection to the Company within fifteen (15) days from the date of completion of the test report, together with the original report. Failure to raise an objection within this period shall be deemed as acceptance of the test results. When a re-test is requested, the Company shall only re-test the original sample using the original testing method, and the Client shall pay the corresponding re-test fee based on the re-testing circumstances. If new samples and/or new testing methods are to be used, it shall be treated as a new commission application (except where e-commerce platform regulations permit secondary sample submission). The Company shall not accept re-testing requests under the following circumstances: (1) the original sample has been retrieved by the Client; (2) the original sample cannot be preserved; (3) the original sample has been exhausted; (4) the remaining original sample is insufficient for re-testing; (5) the original sample has been destroyed after the retention period; (6) items that cannot be repeatedly tested; (7) other circumstances deemed unsuitable for re-testing.

3.4 The Company shall not be liable for any risks or legal responsibilities arising from the Client, its agents, or related parties using voided, invalid, or misused reports. The Company has the right to refuse unreasonable report modification requests from the Client.

3.5 The Company conducts testing and prepares test reports based on the materials and samples provided by the Client or its agents. The Client shall be responsible for the authenticity of the materials, documents, and samples. If erroneous results are caused by vague, incorrect, incomplete, misleading, or false information provided by the Client, the Company, its personnel, or subcontractors shall not be liable for the resulting consequences.

4. Mutual Commitments and Agreements

4.1 The Client undertakes to pay the testing fees in full and on time as agreed in the contract, and shall not delay or reduce any payment on any grounds such as disputes with the Company, cross-claims, or set-off of payments. If the Client suspends or terminates payment for any reason, or fails to pay in full, the Company has the right to suspend all services and refuse to issue test reports and any related materials until the Client has paid all outstanding amounts and interest owed to the Company. The Company shall not be liable for any breach or losses arising therefrom.

4.2 The Company undertakes to use appropriate methods to provide testing services to ensure the accuracy and validity of the test results.

4.3 The parties agree that, in order to provide the Client with higher-quality services, the Company has the right to authorize its affiliated companies or other qualified third parties with corresponding qualifications and performance capabilities to perform all or part of the required services.

5. Confidentiality and Intellectual Property

5.1 The Company undertakes to maintain confidentiality regarding the Client's technical information and materials, unofficial publications, and intellectual property. The Client undertakes to maintain confidentiality regarding the Company's materials, intellectual property, environmental conditions, product technology, and production processes.

5.2 Any trade secrets disclosed by one party to the other during the service process, including the scope of cooperation, content, cooperation model, fees, and other information, shall not be disclosed to any third party by the receiving party. The receiving party shall ensure that employees who become aware of such trade secrets during the provision of services are subject to the same confidentiality obligations.

6. Force Majeure

6.1 If either party is unable to timely perform all or part of its obligations to the other party due to unforeseen extraordinary events beyond its control (force majeure events), the performance of the obligations of the party invoking force majeure shall be suspended until the force majeure event and its consequences have ceased. Concurrently, the other party's obligation to provide consideration shall also be suspended. In such circumstances, the unaffected party shall not be entitled to claim compensation, in particular damages. The party invoking the force majeure event shall immediately notify the other party in writing of the expected duration of the suspension of obligations. This provision shall also apply if, during the period of suspension, the party invoking force majeure discovers through reasonable diligence that the previously notified period of suspension will change significantly. If the force majeure event continues for more than six (6) months from the date of initial notification to the other party, both parties shall have the right to terminate the contract. The right to terminate the contract shall cease to continue.

7. Applicable Law

7.1 The formation, validity, performance and dispute resolution of this Agreement shall be governed by the laws of the People’s Republic of China.

7.2 Any dispute arising between the parties shall first be settled through negotiation. If negotiation fails, either party may institute legal proceedings before the competent people’s court where the Company is located.