1. General The general terms and conditions of VIDA Inspection GmbH Company (hereafter called VIDA) apply to all services, offers, tenders andcontracts from VIDA and all orders placed with VIDA. Any terms and conditions of other parties shall not be applied to VIDA. All offers or services and any contract(s) between VIDA and service purchasers (hereafter called “Client” (all individuals and entities)) shall be binding to this “General Terms and Conditions” of VIDA Services unless VIDA has accepted any deviations in writing. These General Terms and Conditions are also applicable to VIDA’s service supplier(s), such as third-party service providers.

2. About the Company VIDA is a company whose service portfolios consist of goods and commodities inspections, quality control, and verification of conformities, certification and consulting. As such, it provides the inspection services which are listed in article 4 below. None of the prices include any taxes, thus, taxes (usually VAT) are added to the invoices issued by VIDA.

3. Services execution All of VIDA’s services are conducted according to Client(s)’s specific and written instructions and must be accepted by VIDA in written form. These instructions and orders must contain adequate information on the scope of work, specifications and related documents such as copies of contracts, letter of credits, proforma invoices, purchase orders, bills of lading, airway bills and all other relevant documents which will be specified by VIDA.

4. Core Services VIDA’s core services are in inspection area which includes: - Pre-shipment inspections in terms of quality, quantity, packing and marking - Factory assessments - Progress monitoring - Inspection of commodities and goods, components, parts, equipments and factories - Supervision and inspection of loading or discharge (unloading) - Verification of conformities according to country-specific import regulations and customs - Sampling according to client requirements and Accepted Quality Level (AQL).

5. Specific and consulting services VIDA also offers specific and some consulting services as follows below:

- Factory / supplier audits - Expediting - Supplier development

6. Certificates and reports of finding Based on the need of VIDA’s clients or the scope of contractual agreements, reports of findings and/or certificates may be issued after the job execution. They reflect findings only and only at the time of job execution and intervention.

VIDA is not obliged to refer to a document(s) which were not provided as reference documents and it is not obliged to include additional information which was out of the scope of work requested or stated in the contractual agreements. In the case of random inspections, VIDA’s judgment is only limited to the randomly selected and checked goods, and does not reflect the entire quantity.

VIDA or its personnel will not be liable to Client or any other party in regard to unclear scope of service and or any relevant actions stated in the reports of findings and certificates. VIDA shall not be liable for reporting incorrect results due to incomplete and/or invalid documents and/or vague instructions. The reports and certificates are only sent to the party that places the order and receives VIDA’s services. VIDA is not obliged to hand out any reports or certificates to any party other than its client. The VIDA report and certificates are not valid without signature and stamp.
    7. Client obligations Although VIDA is committed to perform the services with care and precision, this does not relieve the client from fulfilling its obligations. VIDA’s liability is only in the event of lack of good conduct and serious and intentional misconduct. The client shall fulfil all its obligations and liabilities towards its customers in respect of any contractual sales agreement and requirements regardless of the result of VIDA report and certificate. Failing to do so, VIDA will not be liable towards the client. VIDA’s client(s) must:

    a. make sure that they send adequate instructions and relevant documents prior to the service executions, preferably 72 hours before the requested service execution date.

    b. facilitate all necessary access permissions for VIDA personnel (inspector, auditor or consultant) to the premises where the services are to be executed.

    c. Provide VIDA personnel with all necessary safety equipment and safe working environment and inform VIDA and its agent of any ongoing and potential dangers and risks associated with the order, tests, sampling such as risk of toxic and hazardous material, or explosive material or possible pollution of environment. The client is to notify VIDA and its agent of this in advance.

    d. Provide VIDA personnel with the necessary tools and equipment in order to execute the service.

    8. Performance by third-party subcontractors VIDA is authorized to utilize other third-party service providers for parts or the entirety of the services required and is entitled to have the activities carried out by one or more third parties. VIDA has the right to subcontract all or part of its service execution to a third-party subcontractor(s).

    9. Price, payment and invoicing VIDA service fees are sent to the clients in the form of an offer which needs to be accepted and signed by the client. VIDA will then accept the order. Fees do not include tax, thus, clients are responsible for the additional taxes which may differ from country to country. VIDA must inform the client immediately of any additional and unforeseen charges which may occur during job execution for any reason, such as additional time to finish the service, and client shall pay the cost. VIDA invoices shall be paid no later than 30 days from the issuance date of invoice. Failing to pay the invoice within the specified period, the amount is subject to an increase of 1.5% per month. Any unpaid invoices may follow court involvement for the amount collection and client shall pay for the court and collection cost or any additional cost that may be involved. In case the client cannot provide the necessary tools, documents need for service execution at the time of inspection, they shall be liable for additional charges.

    10. Liability limit and Indemnity: Liability limit: VIDA is neither an insurer nor a guarantor and therefore rejects any responsibility and liability which may arise in this regard. Client is the sole responsible to protect itself against any damage or possible losses by obtaining the necessary insurance schemes at its own cost and decision. In case of any claim for damage or loss which is proven to have occurred due to VIDA’s neglect, the claimed amount shall not exceed 5 times the amount of paid service fee and the liability shall not exceed the total amount of CHF 5,000. VIDA shall not be liable for any client loss such as loss of business, loss of profit or loss of reputation or any consequential loss or damage due to product recall in this regard. VIDA shall not be responsible for any delay or incomplete service execution due to an unexpected reason which is out of VIDA’s control. Any claims shall be received by VIDA in written and within 30 days after service execution. Indemnity: VIDA and all its personnel, partners, subcontractors shall be assured, guarantied and indemnified by its client against any possible claim which may arise from any party other than client itself for any damage, loss or any possible costs which may arise due to service execution, non-execution or possible neglect.

    11. Service Extension: VIDA is neither an insurer nor a guarantor and therefore rejects any responsibility and liability it may raise in this regard. Client is the sole responsible to protect itself against any damage or possible losses by obtaining the necessary insurance schemes at its own cost and decision.

    12. Applicable Law, jurisdiction and dispute settlements For possible legal disputes associated with contracts, Basel will be the place of exclusive jurisdiction and the applicable law is Swiss law.