China Blueprint Terms of Service
1. Background
China Blueprint Consultants Pty Ltd an Australian company trading as CHINA BLUEPRINT and is a consultant providing oversight and support services relating to the manufacture, supply and import of products from China.
2. Agreement to terms and conditions
By placing an order for services with CHINA BLUEPRINT, the Buyer agrees to these standard terms and conditions.
3. Interpretation
In these terms and conditions the following words have these meanings unless the contrary intention appears:
Buyer means the person or entity placing an order for services with CHINA BLUEPRINT and includes any person, corporation, firm or unincorporated association acting on behalf of and with the authority of the Buyer.
CHINA BLUEPRINT means CHINA BLUEPRINT CONSULTANTS Pty Ltd ABN 129586385 trading as CHINA BLUEPRINT .
Process means any step relevant to the production and supply of the Product.
Product means the product to be supplied by the Supplier to the Buyer.
Quality Inspector means a suitably experienced person engaged by CHINA BLUEPRINT or its consultants to carry out a Quality Inspection.
Quality Inspection means checking of Process and/or Product by a Quality Inspector in accordance with these terms and conditions and to the extent specified in the Buyers order for services to CHINA BLUEPRINT.
Supplier means the provider in China engaged by the Buyer to produce the Product.
4. CHINA BLUEPRINT Obligations
4.1 CHINA BLUEPRINT will arrange for a Quality Inspector to carry out Quality Inspections to the extent specified in the Buyer’s order for services in accordance with such random sample techniques as CHINA BLUEPRINT considers appropriate having regard to the Buyer’s order for services to CHINA BLUEPRINT.
4.2 A Quality Inspection does not include checking the internal mechanics of technical/mechanical products, chemical testing or tests that require specialised qualification and equipment.
4.3 CHINA BLUEPRINT undertakes to supply the services it has accepted to carry out in a professional and timely manner, in accordance with proper professional practice and in compliance with any special instructions provided by the Buyer when ordering the service (as confirmed by CHINA BLUEPRINT and the Buyer in writing) and in the absence of such instructions:
- any relevant professional standard, trade custom, usage or practice;
- such methods as CHINA BLUEPRINT considers appropriate on technical, operational and/or financial grounds.
4.4 Services carried out by CHINA BLUEPRINT, on behalf of the Buyer will be carried out by using techniques and processes that permit an independent, impartial and objective approach.
4.5 On completion of a Quality Inspection CHINA BLUEPRINT will provide the Buyer with a report, including photographic evidence where appropriate, communicating the collection of information CHINA BLUEPRINT has been requested to supply and which will be delivered as a fax, a written document or online within 48 hours of completion of an inspection.
4.6 CHINA BLUEPRINT will issue the report relating to the facts as recorded by it within the limits of the instructions received and on the basis of the documents and information provided by the Buyer but CHINA BLUEPRINT is under no obligation to report upon any facts or circumstances which are outside the specific scope of its assignment.
4.7 The report will reflect the findings of CHINA BLUEPRINT at the time and place of the Quality Inspection. The report is for the benefit of the Buyer and does not affect the legal and/or commercial obligations between the Buyer and the Supplier.
5. General Exclusions
5.1 CHINA BLUEPRINT does not import goods from China on behalf of the Buyer. The role of CHINA BLUEPRINT is to act as a representative for the Buyer independent from the Supplier to monitor quality control.
5.2 CHINA BLUEPRINT incurs no obligations in respect of the terms of trade between the Buyer and the Supplier and is not a party to those arrangements.
5.3 No responsibility or liability will be taken by CHINA BLUEPRINT for the accuracy of any information provided by the Buyer.
5.4 Documents reflecting arrangements between the Buyer and the Supplier or third parties' documents - if received by CHINA BLUEPRINT - are considered to be for CHINA BLUEPRINT’s information only and do not extend or restrict the scope of the services or obligations accepted by CHINA BLUEPRINT.
5.5 CHINA BLUEPRINT is neither an insurer nor a guarantor and disclaims such capacity. If the Buyer seeks a guarantee against loss or damage it should obtain appropriate insurance and legal advice.
5.6 CHINA BLUEPRINT expressly reserves the right to act at its own discretion in accepting or declining a request from the Buyer for service, and cannot be compelled to accept or be held liable for declining a request for services:
- Falling out of its scope of activity or specialisation;
- Presenting geographical accessibility problems, such as services to be rendered in restricted or remote areas;
- Requiring CHINA BLUEPRINT to obtain special permission to operate such as governmental permissions.
5.7 While all necessary care is taken, CHINA BLUEPRINT is not liable for any failure of the Supplier to meet the Buyer’s specifications or other contractual arrangements between the Buyer and the Supplier.
5.8 Where less than 100% of the production is complete at the time of a Quality Inspection, CHINA BLUEPRINT’s responsibility will only extend to those items completed at the time of inspection.
6. Individual Contracts
6.1 On each occasion CHINA BLUEPRINT receives from the Buyer an order or instructions for services and CHINA BLUEPRINT responds with an order confirmation, a binding and enforceable contract on these terms and conditions comes into force for the services which are the subject of that order or instruction.
7. Fees
7.1 The Buyer must pay CHINA BLUEPRINT’s fees for the provision of services calculated in accordance with the order for services or, if no fee amount is specified in the order, at CHINA BLUEPRINT’s normal rate for the service required.
7.2 The Buyer must pay the fee within 14 days after the date of CHINA BLUEPRINT’s invoice.
7.3 If the Buyer is in arrears in any payment due to CHINA BLUEPRINT the Buyer must pay, in addition to the arrears, interest at the rate of 10 per cent per annum on all arrears for each day the default continues.
7.4 Payment will be made in favour of CHINA BLUEPRINT by electronic funds transfer, cheque or credit card (plus any charges that may apply), or by any other method as agreed to between CHINA BLUEPRINT and the Buyer. Payment by cheque will be regarded as made on the date the cheque is cleared. CHINA BLUEPRINT may charge a processing fee of $50 on any dishonoured cheques.
8. Cancellation Policy
Any costs incurred by CHINA BLUEPRINT for cancellations accepted after the initial order for services will be met by the Buyer and paid within 14 days of invoice.
9. Limitation of Liability
9.1 In the event that CHINA BLUEPRINT is held liable for any loss, damage or expense of whatsoever nature and however arising, its liability to the Buyer will, in no circumstances, exceed ten times the total aggregate sum of fees paid for the specific services in relation to which a claim is made.
9.2 The Buyer guarantees and indemnifies CHINA BLUEPRINT and its servants, agents or subcontractors against all claims made by third parties for loss, damage or expense of whatsoever nature and however arising, relating to the performance or non-performance of any service, to the extent that the total sum of such claims exceed the limitation of liability provided in Article 9.1.
10. Buyer’s Obligations
The Buyer has the following obligations:
(a) To provide CHINA BLUEPRINT with a full and proper specification for the Process and/or the Product sufficient to enable CHINA BLUEPRINT to carry out a Quality Inspection.
(b) To provide CHINA BLUEPRINT, in a timely manner (and in any event not later than 48 hours before the desired inspection), with all information, samples, and documents (except for generally available documents such as codes and standards) necessary to carry out the requested service.
(c) To take all reasonable steps to ensure CHINA BLUEPRINT has access to the site and materials on which the service will be carried out.
(d) To ensure that adequate instructions and notice are given to CHINA BLUEPRINT in due time to facilitate proper performance for the service requested.
(e) To advise CHINA BLUEPRINT 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.
(f) Generally to render all reasonable assistance to CHINA BLUEPRINT by providing necessary instructions, information, documents, safety and security information in connection with the services to be carried out.
11. Termination
Either party may terminate the contract for services and/or suspend the provision of services if:
(a) A party commits any material breach of its obligations under these terms and conditions and/or the order for services and (if that breach is capable of remedy) fails to make good that breach within 10 days of receipt of notice served by the non-defaulting party requiring it to do so.
(b) A party is insolvent or unable to pay its debts; is in suspension of payments; convenes a meeting of or compounds with its creditors; has a receiving order made against it; (other than for the purposes of bona fide amalgamation or reconstruction) has an order made or a resolution passed for its winding up or for the appointment of an administrator to manage its affairs, business and property or has a receiver or administrative receiver appointed over any of its assets or undertakes or suffers any similar or analogous action in consequence of debt.
12. Confidentiality
CHINA BLUEPRINT and the Buyer must not divulge any confidential information obtained from the other party to any third party not involved in the execution of the services rendered by CHINA BLUEPRINT to the Buyer.
13. General
13.1 Any notice to CHINA BLUEPRINT may be served at Suite 33, 104 Bathurst Street, Sydney and any notice to the Buyer may be served at the Buyer’s address noted on the order for services or the last known business address for the Buyer.
13.2 Notices may be served by post, fax, email or delivery.
13.3 CHINA BLUEPRINT and the Buyer will promptly do and perform all acts and things and execute all documents as may from time to time be required, and at all times will act in good faith, for the purposes of or to give effect to these terms and conditions.
13.4 These terms and conditions and the relationship between CHINA BLUEPRINT and the Buyer are governed by the law of the State of New South Wales. The parties submit to the non-exclusive jurisdiction of its courts. The parties will not object to the exercise of jurisdiction by those courts on any basis.
13.5 No party is an agent, representative, partner of any party by virtue of these terms and conditions.
13.6 No party has any power or authority to act for or to assume any obligation or responsibility on behalf of another party, to bind another party to any agreement, negotiate or enter into any binding relationship for or on behalf of another party or pledge the credit of another party except as specifically provided in these terms and conditions or by express agreement between the parties.
13.7 If a clause or part of a clause of these terms and conditions can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of the clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from these terms and conditions, but the rest of these terms and conditions are not affected.
13.8 No variation of these terms and conditions will be of any force of effect unless it is in writing and signed by CHINA BLUEPRINT and the Buyer.
13.9 The fact that a party fails to do, or delays doing, something the party is entitled to do under these terms and conditions, does not amount to a waiver of any entitlement, nor excuse any breach of obligation by another party. A waiver by a party is only effective if it is in writing. A written waiver by a party is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.
