Terms and Conditions
1. General
Unless explicitly agreed in writing by the Importano Sourcing Group LLC and its group member companies all services provided by Importano Sourcing Group LLC. and its group member companies are governed by the following Terms and Conditions.
1.1. Services carried out by Importano Sourcing Group LLC 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 Importano Sourcing Group LLC has been requested to supply. The report will be delivered as an electronic document to the Client.
1.2. Only the Client shall be entitled to give instructions to Importano Sourcing Group LLC particularly on the scope of supplier management and inspection or delivery of Report; however, the Client may specify another authorized party in writing.
2. Provision of Services
2.1. Importano Sourcing Group LLC 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 helping them improve the quality of their products. Importano Sourcing Group LLC services (hereinafter called the “Services”) consist of work performed by Importano Sourcing Group LLC including but not limited to:
· – Audit of factories;
· – Product quality inspection; and
· – Quality, manufacturing and process improvement consulting; and
· – Sourcing, production and order management services.
3. Importano Sourcing Group LLC Obligations
3.1. Importano Sourcing Group LLC reserves the right to accept or decline a request for service. Importano Sourcing Group LLC cannot be compelled to accept or be held liable for declining a request for Services:
– Outside of its scope of specialization;
– Outside of its geographical service area; or
– In areas where special permissions are needed to perform the Service.
3.2. Importano Sourcing Group LLC will undertake to carry out its Services in a timely manner in accordance with professional practice and in compliance with Client’s special instructions when ordering the Service and as confirmed by Importano Sourcing Group LLC In cases where Client instructions are incomplete or non-existent, Importano Sourcing Group LLC will use:
– Any relevant professional standard, trade custom, usage or practice; and
– Such methods as Importano Sourcing Group LLC shall consider appropriate on technical, operational and/or financial grounds.
3.3. Importano Sourcing Group LLC shall exercise professional skills in the selection and assignment of their employees.
4. Client’s Obligations
4.1. To take reasonable steps to assure Importano Sourcing Group LLC has access to the site and materials on which Service will be based.
4.2. To provide Importano Sourcing Group LLC with the necessary information and samples, either directly or through suppliers or agents of the Client.
4.3. To insure that adequate instructions and notice are given to Importano Sourcing Group LLC in due time to facilitate proper performance for the Service.
4.4. To advise Importano Sourcing Group LLC of the date on which the Services are to be performed.
5. Invoicing, Fees and Payment
5.1. Payment is expected per Contract agreed terms. Importano Sourcing Group LLC offers the following payment solutions:
– Wire transfers to Importano Sourcing Group LLC account at Column N.A.
– Wire transfer to Yiwu Peiyi Trading Co. Ltd. account at Zhejiang Rural Credit Cooperative Union Bank.
– Wire transfer to Siba Trading Co. Ltd. account at Zhejiang Chouzhou Commercial Bank
5.2. Invoices with all the relevant payment instructions will be provided by Importano Sourcing Group LLC
5.3. In the event Importano Sourcing Group LLC is prevented from performing or completing the requested Services, for reasons beyond its control, the Client agrees to:
5.3.1. Reimburse any expenditure and out of pocket expenses made or incurred in relation to this Service; and
5.3.2. Pay proportion of fees due for Services actually rendered and to release Importano Sourcing Group LLC from all responsibility for partial or non-performance of the Services.
5.4. 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(s) will be considered spent, and Importano Sourcing Group LLC will charge full fee to Client as a “not ready inspection” fee.
5.5. In the event that credit is extended prior to performance of service, the Client agrees to:
5.5.1. Pay interest on any outstanding balances at the rate of 1.5% monthly/18% annually; and
5.5.2. In the event payment is not received, the Client will be responsible for all fees associated with the recovery of the outstanding balance.
6. Liability and Indemnification
6.1. Limitation of Liability
6.1.1. Importano Sourcing Group LLC 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. Importano Sourcing Group LLC Report is based on documents and information provided by the Client and the Supplier. Importano Sourcing Group LLC cannot be held liable if it has received incomplete or erroneous information.
6.1.3. In the event of false or incorrect information provided to Importano Sourcing Group LLC by a third party, Importano Sourcing Group LLC accepts no liability.
6.1.4. Importano Sourcing Group LLC will use its best efforts and exercise professional skill in the performance of its Services.
6.2. Limitation of Liability and Indemnification
6.2.1. In the event Importano Sourcing Group LLC is held liable for claim for loss, damage or expense of any kind, its liability to the Client shall in no circumstances exceed the total aggregate sum of fees paid for the specific Services for which a claim is made.
6.2.2. In addition, in the case 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.
6.2.3. The Client shall guarantee and indemnify Importano Sourcing Group LLC and its agents or subcontractors against all claims made by third parties for loss, damage or expense of whatsoever, relating to the performance or nonperformance 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 Importano Sourcing Group LLC headquarters in China within 7 days following discovery of the facts, or 3 months from the completion of the Importano Sourcing Group LLC Service.
7. Satisfaction Guarantee
7.1. If Client can demonstrate that Importano Sourcing Group LLC was negligent in completing the Services, with the result that Client received products from the supplier with quality inferior to what was documented in Importano Sourcing Group LLC Report, the Client will be entitled to be paid back the fees paid for that Service. The following conditions apply for such repayment to occur:
7.1.1. The Client must document in writing its claim of negligence by Importano Sourcing Group LLC employees. The documentation must present specific proof of Importano Sourcing Group LLC negligence. Importano Sourcing Group LLC will investigate the claim and if it reasonably find in its own discretion that the aforementioned claim is valid then it will remit fees paid back to Client. In the event, Importano Sourcing Group LLC finds in its own discretion that the claim is invalid then the claim will be denied.
7.1.2. Refunds by Importano Sourcing Group LLC to Client does not imply an admission of guilt or wrong doing.
7.1.3. By Client accepting a refund (partial or full) of Service fees from Importano Sourcing Group LLC, Client agrees to make no future claims for real or perceived damages allegedly caused by Importano Sourcing Group LLC
8. Termination of Services
8.1. Importano Sourcing Group LLC shall be entitled to terminate and/or suspend Services in the event that:
8.1.1. The Client breaches its obligations under these Terms and Conditions.
8.1.2. The Client is unwilling or unable to pay for the Services.
9. Applicable and Governing Law, Jurisdiction and Settlement of Dispute
9.1. All disputes of any kind between the parties arising out of the Services shall be governed by and construed in accordance with the laws of the People’s Republic of China. Jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with the Services shall be in a Zhejiang Province, China Court having subject matter jurisdiction with venue in Zhejiang Province, China.
10. Language
All Contracts with Importano Sourcing Group LLC will be in English. Neither Chinese, nor any other language, will be recognized as a valid language for expressing Importano Sourcing Group LLC commitments to its customers.