Transaction Service Agreement

GOODADA.COM

TERMS OF SUPPLY OF INSPECTION AND EVALUATION SERVICES

1. BACKGROUND

1.1 All inspection and evaluation services are provided by, for and on behalf of GREEN DRAGON SALES & MARKETING LIMITED incorporated in Ireland, Company Registration Number 517279 having its registered office is at Unit 41 Ballycoolin Road, Rosemount Business Park, Ballycoolin Road, Dublin 11, Ireland (the Supplier) on these terms and conditions of supply (the Conditions).

1.2 The Supplier reserves the right to change these Conditions at any time and the Customer agrees to comply with the most recent version of the Conditions each time the Customer accesses the Websites in connection with the supply of inspection services.

2. INTERPRETATION

2.1 Definitions. In these Conditions, the following definitions apply:

Charges: the charges payable by the Customer for the supply of the Services as set out in the Specification of Service.

Contract: the contract between the Customer and the Supplier for the supply of Services specified in the Specification for Services (including the Deliverables) duly accepted by the Customer in accordance with these Conditions.

Deliverables: all certificates, documents, materials opinions (including the Pass-Fail Opinion) and reports produced by the Supplier or its agents, contractors communicating the information collated in relation to the provision of the Services to the Customer. The Deliverables may be communicated to the Customer in either hard copy or electronic form at the discretion of the Supplier.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Customer's order request form issued via the Websites for the supply of specified Services.

Pass-Fail Opinion: the non-binding opinion formed by the Supplier on whether the information collated based on the Specification of Services have passed or failed any evaluation or inspection criteria specified under the Specification of Services (whether or not such opinion is grounded partially or in full on the information collated by the Supplier for the purposes of preparing the Deliverables).

Services: product quality inspection and evaluation services, production run inspections, factory audits and supplier verification services and in particular, the services, including without limitation any Deliverables as set out in the Specification of Service.

Specification of Service: the description or specification for the Services agreed in writing by the Customer and the Supplier.

Websites: any internet site, including downloadable software application on which the Supplier provides the Services and/or information or any promotional material regarding the Services and in particular, www.goodada.com and inspection.goodada.com and any subsite of the Websites.

3. BASIS OF CONTRACT

3.1 The Order constitutes an enquiry (but not an offer) by the Customer to purchase Services in accordance with these Conditions. Following receipt of the Order the Supplier shall issue or shall cause to be issued the Specification of Service, which constitutes an offer by the Supplier to provide Services to the Customer in accordance with these Conditions. Any Specification of Service issued is only valid for a period of 20 Business Days from its date of issue.

3.2 The Specification of Service shall only be deemed to be accepted by the Customer when the Supplier has received cleared payment in full (inclusive of all taxes and other charges) to its nominated bank account, at which point and on which date the Contract shall come into existence (Commencement Date)

3.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract. In particular, any advertising, descriptive matter, illustrations or samples issued or published by the Supplier (including online and electronically), are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

3.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

4. SUPPLY OF SERVICES

4.1 The Supplier shall supply the Services to the Customer in accordance with the Specification of Service in all material respects.

4.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Specification of Service, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

4.3 The Supplier shall have the right without liability or penalty and in its sole discretion, to cancel the Services, to decline to provide the Services and/or to make any changes to the Services:-

(a) where it would otherwise be necessary to obtain a special permission in order to comply with any applicable law, regulatory or safety requirement; or

(b) which present accessibility difficulties, such as due to remoteness, restricted access designations and conflict;

(c) falling outside of the Supplier’s scope and specialisation or of the scope and specialisation of a third party who it may engage (having exercised due care and diligence in the selection of such third party) to provide the Services.

(d) which do not materially affect the nature or quality of the Services:

and the Supplier shall notify the Customer in any such event.

4.4 The Supplier warrants to the Customer that the Services will be provided in an independent and impartial manner, using reasonable care and skill having regard to:-

(a) the Specification of Service; or

(b) relevant professional standards, custom and practice in the relevant trade; or

(c) utilising such methods as the Supplier may consider, in its sole discretion, reasonable on technical, operational and/or financial grounds.

4.5 The Deliverables including the Pass-Fail Opinion (if any) consist of collated information only and/or mere opinion only and the contents of the Deliverables are non-binding on the Supplier.

5. CUSTOMER'S OBLIGATIONS

5.1 The Customer shall:

(a) ensure that the terms of the Order and any information it provides included in the Specification of Service are complete and accurate;

(b) ensure that the terms of the Order specify any inspections other than visual inspections that the Customer requires the Supplier to provide (for the avoidance of doubt, unless otherwise specified and agreed in accordance with the terms of clause 3, all inspection services provided by the Supplier are visual inspections only);

(c) ensure that the terms of the Order specify such sampling quantities above the Acceptable Quality Level (available at http://inspection.goodada.com/en/acceptable-quality-level-aql) that the Customer requires the Supplier to comply with (at such additional cost specified in the Specification of Service).

(d) co-operate with the Supplier in all matters relating to the Services;

(e) provide the Supplier with such information, materials and samples as the Supplier may reasonably require from the Customer in order to supply the services promptly and at least 72 hours in advance of the intended start date for the provision of Services relating thereto;

(f) provide adequate instructions and notice to the Supplier to facilitate the proper, timely and effective performance of the Services and in particular to advise the Supplier of the date on which the Services are to commence, cease, be suspended and/or resume, and any other essential dates affecting the subject matter of the Services;

(g) ensure the provision of suitable testing and measuring equipment (assembled and in proper working order) at the time, date and location required for the provision of the Services;

(h) ensure that any information, instructions, materials and samples is accurate in all material respects; and

(i) obtain and maintain all necessary permissions and consents which may be required before the date on which the Services are to start, in particular to ensure the Supplier has access to the location and materials necessary to provide the Services.

5.2 The Customer shall not solely rely on the Deliverables in making any commercial decisions, and any such sole reliance is purely at the Customer’s own risk.

5.3 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations by reason of Customer Default; and

(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5.4 The Customer has a right of cancellation of the Services, subject to the terms of charges and payments in clause 6.

5.5 The Customer can request the Supplier, at the Supplier’s sole discretion, to modify the Services and the provisions of clause 3 shall apply as if clause 3 referred to an Order for any such modification and a Specification of Service for any such modification. Any modification agreed by the Supplier is agreed subject to the terms of charges and payments in clause 6.

6. CHARGES AND PAYMENT

6.1 All payments for Services are made in US Dollars and are payable in advance and must include all applicable VAT and Sales Taxes or equivalent.

6.2 The Charges for the Services shall be as specified in the Specification of Service.

6.3 Unless expressly agreed by the Supplier, in its sole discretion, no Services will be undertaken or provided pending clearance of payment in full to the Supplier’s nominated bank account. Should, for any reason, payment occur after performance of the Service an extra 10% surcharge shall be added to the sums payable set out in the Specification of Service (but in any such case no Deliverables will be provided to the Customer until the Charges (including applicable VAT and/or equivalent and sales taxes) have been paid in full).

6.4 The Customer may cancel or (where agreed) modify the Services, subject to the payment in full for all Services already incurred and scheduled for the next local working day. Refund will be by the same method of payment. A cancellation because of a default of a third party is a matter for the Customer to resolve with such third party directly and no discount, set-off or reimbursement will be made by the Supplier in such circumstances.

6.5 Where additional work is required either at the Customer’s request or due to Customer Default, or due to factory failure (for example, goods or factory not available for inspection) the Charges shall be calculated in accordance with the Supplier's standard daily fee rates, as set out in the Specification of Service and payable in advance unless agreed under clause 6.3.

6.6 The Supplier's standard daily fee rates are calculated on the basis of a seven-hour day and are incurred as a block daily rate irrespective of the amount of time actually incurred.

6.7 Where expressly agreed in advance by the Customer, the Supplier shall charge the Customer for the reimbursement vouched expenses and other costs and expenses incurred in the provision of the Services. Reimbursement is payable seven days in arrears of vouched invoice. If the Customer fails to make any reimbursement payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 10% per cent per annum above the European Central Bank main refinancing rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

6.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

6.9 The following payment methods are available:-

(a) Paypal – (payments made via third parties are subject to their terms and conditions and payment processing fees); or

(b) Electronic Funds Transfer to nominated bank account.

7. LIMITATION OF LIABILITY:

7.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; or

(c) breach of the terms implied into commercial contracts by the Sale of Goods and Supply of Services Act 1980 (the Act).

7.2 The Supplier will provide the Deliverables in accordance within the limitations of the Specification of Service (as may be modified in accordance with these Conditions) and the information provided by the Customer. The Supplier is under no obligation to report or disclose any other matters outside of the scope of the Specification of Service and the information provided by the Customer.

7.3 Any reliance whatsoever by the Customer on the Pass-Fail Opinion is purely at the Customer’s own risk and the Customer hereby undertakes to review the Deliverables to ensure that matters disclosed by the Deliverables comply with the Specification of Services and waives any claim against the Supplier, its servants or agents based on matters disclosed in or by the Deliverables.

7.4 The Supplier is not liable for any defect, error, misstatement or omission whatsoever in any documents, information, materials or samples furnished by or on behalf of the Customer.

7.5 The Supplier accepts no liability for any false information provided to it by a third party.

7.6 The Supplier shall have no liability for any goods which are not complete at the time of inspection of the relevant batch or production run of those goods.

7.7 Subject to clause 7.1:

(a) the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of five (5) the sum paid by the Customer for the specific single Service or US$1,495.00.

7.8 The terms implied by sections 39 of the Act are, to the fullest extent permitted by law, in particular section 40 of the Act, excluded from the Contract.

7.9 The Supplier does not provide a guarantee and/or indemnity in respect loss or damage arising in respect of goods or howsoever otherwise arising. If the Customer wishes to insure or protect against loss or damage it should obtain its own insurance.

7.10 The Customer shall indemnify the Supplier, its servants, agents and/or subcontractors against all claims made by third parties for loss, damage or expenses of whatsoever nature relating to the performance (including non-performance) of the Services, to the extent that the Supplier’s total liability for such claims exceeds the limitation of liability set out in clause 7.1.

7.11 Any claim must be notified to the Supplier within seven days of the Customer, its servants or agents becoming aware of the facts giving rise to such claim, or 60 days from completion of the Services, whichever is the greater and subject to the applicable limitation periods applying to these Conditions.

7.12 This clause 7 shall survive termination of the Contract.

8. TERMINATION

8.1 The Customer may cancel the Contract at any time for no cause, subject to incurring liability in full for all Services already rendered. Any refund shall be net of all such charges already incurred, including on a per diem daily basis in accordance with the Specification of Services.

8.2 Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the other party if the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

8.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due for reimbursement under this Contract on the due date for payment and fails to pay all outstanding amounts within seven (7) days after being notified in writing to do so.

8.4 Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment.

9. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

(a) the Customer shall immediately pay to the Supplier all sums duly reimbursable to the Supplier whether outstanding or for which no invoice has been submitted and the Supplier shall submit any un-submitted invoices promptly, which shall be payable by the Customer immediately on receipt;

(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

10. FORCE MAJEURE

10.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

10.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

10.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than four (4) weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

11. GENERAL

11.1 Assignment and other dealings. The Supplier may at any time assign, transfer, or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

11.2 Notices. Any notice or other communication may be given to the Customer at their email address notified to the Supplier and to the Supplier at sales@goodada.com. Such notice shall be deemed to be received at 9.00 am on the recipient’s next local business day.

11.2 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

11.3 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11.4 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

11.5 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

11.6 Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of Ireland.

11.7 Jurisdiction. Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

Transaction Service Agreement

Contact Us