TERMS AND CONDITIONS

1. General - Unless otherwise and very specifically and expressly agreed in writing by ProQualityControl (hereinafter called "ProQC"), all services provided by ProQC are governed by the following general conditions of service, which prevail and govern any purchase terms and conditions and any and all contractual arrangements

2. Services carried out by ProQC, performed on behalf of an entity, whether corporate, private or individual, from whom instructions to act have originated (hereinafter called the "Principal") will be carried out by using techniques, means, methods or processes that permit an independent, impartial and objective approach. The end result of the Service provided by ProQC will consist of a document (hereinafter more simply referred to as the "Report") communicating the collection of information ProQC has been requested to carry out or supply and will be delivered in the form of a written document most commonly or generally provided in the majority of cases by ProQC by means of an online report, via the internet. If the Principal should wish that the report be communicated to him using some other form of transmission, special arrangements will have to be made beforehand, to that effect by prior consultation between the Principal on the one hand and ProQC on the other, and only by prior mutual agreement in writing between the said two parties. Otherwise, the report will always be communicated by ProQC to the Principal, by email, using internet.

3. Instructions: No party other than the Principal shall be entitled to give instructions to ProQC, particularly on matters related to the nature, scope of inspection(s) or delivery or timing of Report, unless specifically authorized by the Principal.

4. Nature of Services provided: Acting in the capacity of an independent third party in the field limited to handicrafts made in Nepal - exclusively - ProQC supplies information with a view to reduce quality risks, reduce production delays and ensure that work in this field where everything is handmade by those who are the directly responsible and accountable suppliers or producers of the goods, complete their production ordered by the Principal, with a minimum amount of errors. ProQC works toward the special purpose of contributing to the prevention of risks to which the beneficiaries of its services are exposed, and of helping said beneficiaries assure the quality of their products. ProQC services (hereinafter called the "Services") consist of work carried out by ProQC include, but are not limited to, the following:

Nature of services ProQC cannot provide:
Because they are no available Lab Testing facilities currently in existence in Nepal to test handicraft products, ProQC is unable to provide a Laboratory Testing (LT) service in Nepal and makes no representation or warranty that it is able to carry out such LT here. If the Principal requires such LT, it will be the sole responsibility of the Principal to arrange for said LT service to be carried out at Principal's own expense in such other country, outside of Nepal, where Laboratories Tests may be performed separately, at a time and place of Principal's choosing and at Principal's sole discretion. ProQC recommends that the Principal have initial samples of products from nepali suppliers or factories tested in their own country as they see fit, prior to placing an order with the nepali producers designated by them, and before the order is placed here and therefore long before the goods are shipped from Nepal .to the country of destination.

5. ProQC obligations and undertakings: ProQC expressly reserves the right to act at its own discretion and therefore may accept or decline a request for service, and under no circumstances can ProQC be compelled to accept or be held liable for declining a request for services or for products. It must be stressed that ProQC's area of work is exclusively limited to the geographical area of Nepal. ProQC's scope of services and action are only valid to, and limited to, that one country which is Nepal, where it has professional expertise in and exposure to the field of nepali handicrafts and the cottage industries located within territorial Nepal.

Because ProQC scope of activity is limited to handicrafts, ProQC is not compelled and can decline to accept a request for services which fall outside its activity or this field of specialization as already defined.. ProQC is not compelled and can decline a request for services where factories, or Products or suppliers of said products are located either in restricted areas of Nepal or in highly remote areas of this same country, (for ex; the High Himalayan region) or in any areas deemed to be highly dangerous for Inspectors (above a certain altitude) or unstable areas or closed for whatever reason (including civil strife or political unrest) and/or inaccessible during the monsoon, or due to harsh weather, avalanches, acts of God, or other factors beyond ProQCs control, when roads may be washed out, avalanches, etc. and/or if ProQC were denied Government authorizations to access region or site in question.

ProQC undertakes to supply the Services it has accepted to carry out in a professional and timely manner, in a pre-determined area or pre-agreed locality in Nepal - normally located within Kathmandu Valley - in accordance with proper professional practice and in compliance with :

6. Principal's obligations and undertakings

a. To take all reasonable steps to assure ProQC has access to the site and materials on which Service within the national boundaries of Nepal will be based;

b. To provide ProQC with all information and samples, as well as the documents necessary to complete the requested Service, in a timely manner (and in any event not later than 72 hours prior to the desired intervention), except for generally available documents such as codes and standards, either directly or through suppliers or agents of the Principal;

c. To insure that adequate instructions and notice are given to ProQC in due time to facilitate proper performance for the Service requested

d. To advise ProQC of the date on which the Services are to commence, or to be resumed, and also of essential dates affecting the item(s) for which Services are being rendered;

e. Generally to render all reasonable assistance to ProQC in providing necessary instructions, information, documents, safety and security information in connection with the working conditions, required equipment and access - as the case may be

f. Documents reflecting engagements/commitments between the Principal and third parties or third parties' documents - if received by ProQC - are considered to be for information only and do not extend or restrict the scope of the services or obligations accepted by ProQC.

7. Invoicing, fees and payment

Invoicing
ProQC will prepare and email a preliminary invoice for all Inspections and Audits on the basis of the information which the Principal will have provided to ProQC on the latter's online Form "Schedule your Inspections." It is imperative that the Principal exercise due diligence in carefully replying to each and every question on that schedule, as thoroughly as possible, and to the best of Principal's ability. Any omissions or incompletions will cause delays. The sooner ProQC receives the completed data, the faster ProQC can Email its preliminary invoice which will in fact be a first estimate of inspections and audits fees, billed together in one monthly invoice. Subsequently, ProQC will similarly prepare and email to the Principal one monthly invoices of services, issued at the month end. In all subsequent billings, the amounts invoiced will then be determined on the basis of actual number of man-days, number of inspectors, number of different visits according to number of production sites, perhaps in several different locations, and other factors. It ensues, therefore, that amounts of invoices will at that point vary from month end to month end, based on the number and frequency of those actual services rendered.

Payment
Invoices can only be settled by bank to bank wire or TT transfer only, in line with Foreign Exchange and Central Bank laws and regulations of Nepal, for the total amount of services which will always be detailed on the ProQC's emailed invoice plus a special handling charge which in Nepal amounts to 3% of monthly sum total.

ProQC invoices are payable immediately upon receipt. Because Bank to Bank transfers normally take 7-12 days to reach Nepal, the Principal will give prompt instructions to his bankers so that covering payments in settlement of ProQC's end of the month invoice(s) will reach ProQC's designated bank in Kathmandu, Nepal, on or before the 15th day of the following month. Late payments will incur an interest charge of 1.5% per month, or fraction thereof.

Cancellation charges: ProQC will accept cancellation until 6 p.m. (local time in Kathmandu, Nepal) two business days before the planned or programmed inspection date. Past the deadline of those two business days, services which had been booked with ProQC in Nepal will be charged in full, and invoiced to Principal.

In the event that ProQC is either unable to carry out or complete in full the requested Services for any reasons beyond its control, for any variety of reason which can include but are not limited to erroneous information provided by Client and/or production unit, factory, supplier etc. or that the goods are not ready for Inspection in spite of assurances/information given by any of the said parties to ProQC, the Principal agrees to:

a. Reimburse ProQC for any and all expenditures, including out of pocket expenses incurred as a consequence of or relation to this Service;

b. Pay a just and fair proportion of fees due for Services actually rendered and then release ProQC from all responsibility for partial or non-performance of the Services under scrutiny.

c. In the event an Inspection or Audit has to be cancelled on the very day of the planned or scheduled Inspection because of erroneous information or indications were conveyed by the Client. Factory, production unit or supplier, for example when the goods are not ready for Inspection despite assurances given by the said parties to the contrary, it shall be considered that full man-day charges will nonetheless become payable to ProQC.

d. Lab Tests: For the reasons previously outlined, no Lab Test can be carried out within the geographical limits of Nepal under present conditions, and until such time as Lab Facilities come into being in this country. Follow ProQC recommendations previously cited.

8. Liability and indemnification

Scope and limits of liability: Because ProQC is neither an insurer or a guarantor, ProQC does not and cannot warrant or represent that it can act in such capacity and, therefore, must decline assuming any and all financial or other type of responsibility in this capacity. Because ProQC is and/or will always be acting as a Third Party Service provider only, Principal/clients seeking a guarantee against loss or damage should obtain appropriate and adequate insurance cover to protect themselves, at their own expense and under their sole responsibility. ProQC can only recommend that clients/principal do so independently, and at their own initiative, and in good time.

Subject to the Principal's instructions being accepted ProQC (as specified in the Terms of Reference), ProQC will issue its Report presenting the facts or other information it has recorded within the limits and scope of the instructions it has received and on the basis of the documents and information provided by the Principal. However, it must be stressed that ProQC is or will be under no obligation to report any other facts or circumstances which fall outside the specific scope of its assignment.

ProQC advice/data can only be given only in relation with or in response to documents and information provided by the Principal. ProQC cannot be held liable or responsible or in any accountable if ProQC has received or been given incomplete or erroneous information.

In the event of false, misleading or incomplete information having been given to ProQC, by a third party - to include nepali supplier, producer of goods, etc - ProQC accepts no liability and declines any and all financial or other responsibility.

ProQC will use its best efforts and exercise due diligence, care and skill in the course of performing its Services. ProQC will only accept responsibility in those cases if negligence can be fully proven, justified and completely documented by the Principal/Client.

9. Indemnification of ProQC

a. If it is proven beyond any reasonable doubt that ProQC should be held liable in respect of any claim for loss, damage or expense of whatever nature and however arising, ProQC's liability to the Principal shall not, under any circumstances, exceed the maximum of ten (10) times the total aggregate sum of fees paid for the specific Services for which a claim is made.

b. For all Services including "Pre-shipment inspections":

In cases whenever less than 100% of the production is complete, ProQC's responsibility shall only cover and be limited to those items completed at the time of inspection. A Report does not constitute evidence of shipment.

The Principal shall guarantee and indemnify ProQC and members of its staff, personnel, inspectors agents or subcontractors against all claims made by third parties for financial loss, damage or expense of whatsoever nature arising, relating to the performance or non-performance of any service, within the maximum limits previously cited. Therefore, the total sum of such claims cannot exceed the maximum limit of liability, cited in Paragraph 9 (a) above, and under no circumstances shall ProQC be held accountable or responsible for any sum over that maximum limit as defined above.

In the event of any claim, notice must be given by the Principal in writing to ProQC at this address: ProQC - GPO 8974 - CPC 552, Kathmandu, Nepal. within ten days following discovery of the facts, or 60 days from the completion of the ProQC Service. To be valid, only claims signed and dated by the Principal and emanating from said Principal directly shall be examined. Claims from third parties, including nepali suppliers or producers of goods based in or established in Nepal shall not be accepted. Because ProQC cannot substitute itself for the parties who must assume their full sole responsibility as suppliers or producers of those goods ordered by the Principal, claims from the said aforementioned third parties brought against ProQC shall be rejected, and in such cases, the Principal agrees to hold ProQC harmless of any consequences. Responsibility ultimately rests fully and exclusively on those designated manufacturers/producers of the goods in Nepal.

10. Termination of services

ProQC shall be entitled to automatically either terminate and/or suspend provision of services in the event that:
The Principal commits any material breach of its obligations under these terms and conditions and/or the terms of reference and (if such breach is deemed to be capable of remedy) fails to make good on such breach within ten (10) days of receipt of notice served by the Non-Defaulting Party (ProQC) requiring it to do so. Material breaches include, without limitation any willful and deliberate breach by the Principal of its obligations under the precise conditions and limits previously cited above.
The principal becomes insolvent or is unable to pay debts or fails to fulfill his obligations because he goes into official bankruptcy in his country, or goes into receivership and other force majeure cases which he shall be obligated to prove or bring evidence of to ProQC.

11. Miscellaneous - other considerations

The Report prepared by ProQC will consist of a presentation of its findings of those Services at the time and place of the said Services. This Report does not in any way or under any circumstance, discharge sellers and suppliers, or producers of their legal, moral, financial and/or commercial obligations or commitment towards the principal.

12. Applicable and Governing law, Jurisdiction and settlement of dispute

Terms and conditions of any and all services provided by ProQC in Nepal shall be exclusively governed by and construed in accordance with the Laws of Nepal. Therefore, in the event of any disputes or differences of any kind whatsoever arising between the parties in respect of the services provided by ProQC in Nepal, said disputes or differences shall be referred to Nepali Law Courts who shall have sole jurisdiction, to the exclusion of any other legal system located outside of Nepal.

13. Language

These terms and conditions have been drafted in English. In case of discrepancy, only the English language version shall prevail and take precedence in all interpretations and for language purposes.