General Terms & Conditions of Services Supply

GENERAL TERMS AND CONDITIONS OF SERVICE

(Issued in accordance with Decision no.116 /QD-TDG)

The contents of these General Terms and Conditions of Service are the agreement and consensus between the Client and Vinacontrol regulating the use and provision of services.

1.  Definitions, interpretation, and application

1. Vinacontrol or the Company is Vinacontrol Group Corporation; subsidiaries, member companies, associate companies of Vinacontrol.
2. Service is the work, activities to provide reports, results, certificates, support activities and other obligations in accordance with Vinacontrol's capacity and performed by Vinacontrol to the extent that Vinacontrol and the Customer have agreed.
3. Service Request Form is the standard Vinacontrol form to be completed by the Client which set out the Service to be performed by the Company, together with any other requests/instructions concerning the performance of the Service. The Fees for the Service may be set out in the Service Request Form or a separate document or the Vinacontrol standard service fee table announced periodically by Vinacontrol.
4. The result of the Service or Service Result is the reports, documents, test results, certificates, and statements created by Vinacontrol in relation to the performance of the Service.
5. Client is the person or organization that requests, appoints, makes use of, and settles payment for Service from Vinacontrol.
6. All Services provided by Vinacontrol to Client are governed by the terms and conditions set forth in this “General Terms and Conditions of Service”, also known as “General terms”. The application of a part or the whole of these General Terms may be waived in case the rights, obligations and responsibilities of Vinacontrol and Client are governed by other relevant regulations such as:
   1. Provisions of the Contract or the corresponding agreement between the legal representative of Vinacontrol and Client;
   2. Management regulations for Services provided on behalf of State management agencies, government agencies or other public entities;
   3. Mandatory regulations under the law of the host country;
   4. Provisions of the Contract between Vinacontrol and Organizations which appointed Vinacontrol as an agent or member.

2. Responsibility of Vinacontrol

1. Vinacontrol pledges to provide the Service with reasonable care and professionalism according to the specific requirements confirmed with the Client, or, in the absence of specific instructions:
   1. Terms contained in the Service Request Form or the specific procedure regarding the acceptance and provision of Service by Vinacontrol; and/or
   2. Relevant commercial practices or trade customs; and/or
   3. (Methods that Vinacontrol deems to be appropriate based on technical knowledge, object characteristic, business operation and/or financial position.
2. Service Results issued by Vinacontrol only reflect events recorded at the time of Service execution which are within the scope of requests received, or, in the absence of specific requests, the scope of methods/instructions/procedures of inspection on types/commodities announced by Vinacontrol and not beyond the scope of the agreement between Vinacontrol and Client in the Contract or the Service Request Form. Vinacontrol is under no obligation to cite or to report events or circumstances outside of the received request or applicable alternative basis.
3. The information presented in the Service Result is established from the results of the inspection, testing, verification, and certification and other technical activities conducted at the request of the Client and/or Vinacontrol’s assessment of these results against technical standards and regulations, commercial practices, trade customs and professional recommendation from Vinacontrol’s experts.
4. With Client’s consent, Vinacontrol is allowed to delegate the performance of all or part of the Service to agents or subcontractors and to share the necessary information to perform the Service with said agents or subcontractors.
5. If received, documents that express the contractual commitment between the Client and third parties or documents of third parties such as a copy of the sale contract, letter of credit, bill of lading, etc. are treated purely as information by Vinacontrol. These documents do not increase or decrease the scope of Service or the responsibilities of Vinacontrol as confirmed in the Service Request Form, Contract or other agreement documents between Vinacontrol and Client.
6. Vinacontrol has the right to immediately suspense or terminate the Service without Legal penalty in the following circumstances:
   1. Client is unable to satisfy one or more of the obligations mentioned in Article 3 and is unable to rectify these shortcomings in 10 days after being notified; or
   2. Client stops making payment, has to negotiate with the creditor, declares bankruptcy, becomes insolvent, is being monitored, ceases business operation

3. Obligations of Client

1. Client must guarantee their own legal capacity and authority to enter into agreements to procure the Service.
2. Client ensures that information, requested requirements, and related documents are provided accurately, truthfully, and completely before the contracted performance time of the Service;
3. Client prepares for Vinacontrol representative the necessary access right to the location where the Service is performed and takes the necessary procedures to remove obstacles and interruptions that occur during the performance of the Service.
4. If necessary, Client provides the specialized tools, equipment, and personnel needed or required for the performance of the Service.
5. Client takes the necessary procedures to ensure the readiness, safety, and security of the location where the Service is performed with or without the request or consultation of Vinacontrol.
6. Client alerts Vinacontrol in advance of any actual or potential dangers or hazards related to any goods, test samples, or procedures. For example the threat of radiation, toxic substances, implosive materials, environmental wastes, or poisons.
7. Client assumes all rights and performs all obligations as dictated by the purchase orders, contracts or commitments with third parties and with State management agencies.

4. Fee and payment

1. In repayment for the provision of the Services by Vinacontrol, Client shall pay the Fees in accordance with Article 4 unless otherwise agreed in writing between the Parties.  The Fees and any additional charges are exclusive of all applicable taxes
2. The unnegotiated Service fees between Vinacontrol and Client at the time of Service request confirmation, contract finalization or signing of agreement are billed in accordance with the Vinacontrol standard service fee table (the fees might change with the policies of Vinacontrol and are announced periodically). Other related taxes or fees are paid by Client.
3. Unless otherwise specified in the contract or other written agreements between the two parties, the Client agrees to make payment to Vinacontrol within 30 days of the Invoice date (Payment deadline). For late payment, Vinacontrol charges the interest rate of 1,5%/month (or the interest rates agreed in the contracts or other written agreements), accruing on a daily basis and being compounded monthly, from the day after the Payment deadline until the day the payment is fully paid.
4. Financial obligations are separated from other obligations. The Client is not allowed to withhold or delay any payments to Vinacontrol in the context of waiting for the resolution of claims, lawsuits, reparation demands although these legal demands might be against Vinacontrol.
5. If unforeseeable problems arise during the performance of the Service, Vinacontrol will try to notify the Client about the additional fees and time required for the completion of the Service.
6. If Vinacontrol is unable to perform a part or the entire Service due to a cause outside of Vinacontrol’s reasonable control, including the Client’s nonperformance of the obligations mentioned in Article 3, Vinacontrol has the right to request the payment for:
   1. The value of additional unrecoverable cost that Vinacontrol had bear; and
   2. A portion of the fee originally agreed by the two parties, in accordance with the percentage of Service already completed.

5. Legal liability

1. In pursuant to the business lines defined in the Business registration, Vinacontrol does not work in the capacity of an insurance or guaranty company and does not assume any legal liability in such regard. In order to be protected against loss and damage, the Client should consider buying appropriate insurance.
2. Service Result issued by Vinacontrol relies on the information, documents, test samples provided by Client and are issued solely for the benefit and use of Client. Client is responsible for the decision made based on information provided by Service Result. Vinacontrol does not influence the decision taken by the Client or third parties.
3. Vinacontrol is not liable to the Client or third parties for any inaccurate results if the information provided to Vinacontrol is unclear, incomplete, incorrect, dishonest, or if there are manipulation or intervention during the performance of the Service from the Client or third parties.
4. Vinacontrol is not liable for the performance delay of a part or the entire Service if the cause is an event outside of Vinacontrol’s reasonable control, including the Client’s nonperformance of the obligations mentioned in Article 3.
5. Vinacontrol is liable to compensate Client for the damage caused by erroneous Service Result even in the case of unintentional error or negligence mistake by Vinacontrol. The compensation shall be mutually agreed upon by both parties, the maximum amount is ten times the paid fee of the respective Service.
6. Vinacontrol is not liable for any indirect damage, including but not limited to, loss of profit, business activities, opportunities, goodwill, or cost of the product recall. Vinacontrol shall not be held liable for the claims of damage, loss, or expense directed at the Client from third parties.

6. Confidentiality

1. Vinacontrol is responsible for keeping the confidentiality of the Client’s information collected or created during the performance of the Service. Under the control of Vinacontrol, the Client’s information is committed to the appropriate level of protection and confidentiality.
2. If the Client uses a part or the entire Service Result in a way that implicates Vinacontrol with a legal dispute or puts the reputation of Vinacontrol in a negative light, Vinacontrol is allowed to use all of the Client’s information, including but not limited to, data, records, minutes, instructions, labels, test samples or documents currently archived and protected by Vinacontrol in order to make legal defense.
3. The Client gives Vinacontrol an irrevocable right to use the Client’s information, test samples for purposes including but not limited to quality assurance, internal research, data trending, dispute resolution, training, and state management activities.

7. Force of Majeure

1. Force of Majeure is an event that occurs objectively during the performance of the Service which cannot be foreseen and cannot be remedied even though all possible and necessary measures have been taken, including but not limited to: war, riot, strike, fire, disaster, flood, pandemic, radiation leakage, etc.
2. Vinacontrol is not liable to the Client or be deemed to be in breach of contract for any delay or failure to perform the Service if the cause of such delay or failure to perform is a force of Majeure event.

8. Law, jurisdiction and claim resolution

1. If any terms or conditions in these General Terms are deemed to be unenforceable, such terms and conditions, to the necessary degree, are separately considered void while the validity of the remaining terms and conditions are maintained.
2. Vinacontrol acceptance of the Client’s request to provide the Service is limited by these General Terms. These General Terms are the only terms Vinacontrol abides by when providing the Service and have higher legal priority than any terms proposed or submitted by Client at any time. The terms and conditions proposed by the Client in the request, instruction, appointment, or other documents might not be accepted without negotiation and written agreement between Vinacontrol and the Client.
3. Vinacontrol and the Client are obliged to resolve any arising disputes by negotiation and reconciliation in good faith.
4. Unless otherwise agreed, unresolvable disputes are brought to trial at the International Arbitration Center in Vietnam in accordance with the Center’s arbitration rules. The applicable law is Vietnamese Law, the language of arbitration is English or Vietnamese. The decision of the Arbitration Center is final and all legal fees shall be borne by the losing parties.