Terms and Conditions

Company terms & condition are applied, please see it below

General Standard Terms and Conditions

1. GENERAL.

1.1 Services Provided.  TIA USA Inc. is an independent testing and conformity assessment company, which evaluates and tests products in accordance with the applicable standards / regulations and conducts management system audits in accordance with standards, regulations and other requirements.  TIA USA issues product and management system certificates upon the satisfactory completion of required testing / evaluation / auditing of representative samples.

1.2 As a global provider of testing, inspection and certification services, TIA USA believes that independence, impartiality and integrity are a critical part of our mission and core values and therefore, we consider gifts to our staff as unnecessary and a practice that brings the potential of jeopardizing our impartiality as well as a cordial and mutually beneficial business relationship.

To uphold these values, we do not allow our staff to request or accept any gifts or benefits from our customers or their representatives. Examples can include but not be limited to expensive gifts, expensive hospitality (such as entertainment, accommodations, meals), or financial compensation or benefit of any kind.

 For additional information, please refer to the TIA USA Code of Ethics:

http://www.tuv-sud.com/about-tuev-sued/code-of-ethics

2. QUOTATIONS; ORDERS; ACCEPTANCE OF ORDERS.

2.1 Quotations; Orders. Customers shall submit to TIA USA all requests for services in writing (a “Request for Services”).  In response to a Request for Services, TIA USA may issue to Customer a written quotation for services to be rendered (a “Quotation”).  To order services from TIA USA which are described in a Quotation, Customer shall submit a written order (an “Order”).

2.2. Acceptance of Orders.  An Order shall be deemed accepted and binding on TIA USA without further action if: (i) it is received in response to a Quotation within 90 days of the date of the Quotation and (ii) it contains no alteration of any term or condition stated in the Quotation.  Notwithstanding any acceptance (deemed or otherwise) of an Order, TIA USA may alter the terms and conditions of any Order at any time if Customer’s creditworthiness fails to meet TIA USA’s requirements.  Customer understands and agrees that all terms or conditions stated in a Quotation are material for this purpose.  Oral or written statements made by TIA USA or its representatives or agents which conflict with or add terms or conditions to an Order shall not constitute a part of an Order unless confirmed in writing by TIA USA.

An Order which does not meet the above requirements shall only be deemed accepted and binding on TIA USA if TIA USA issues a new written Quotation stating the terms and conditions of the Order and Customer delivers an Order meeting the above requirements.

To the extent of any conflict or inconsistency between the provisions in the body of these Standard Terms and Conditions and any Order, or any of Customer’s other order documentation, the terms of these Standard Terms and Conditions shall prevail.  Notwithstanding any language to the contrary therein, no terms or conditions stated in Customer’s Orders, or other order documentation, shall be incorporated into or form any part of these Standard Terms and Conditions, and all such other terms or conditions shall be null and void and not form or become part of the agreement for TIA USA to provide services.

2.3 Order Acceptance Without Initial Request for Services or Quotation.  Customer may submit an Order without first submitting a Request for Services and receiving a Quotation.  TIA USA has the right to accept or reject such an Order in whole or in part, and no such Order shall be deemed accepted and binding on TIA USA unless TIA USA expressly confirms its acceptance in writing.

3. FEES AND PAYMENTS.

3.1 Unless otherwise agreed in writing between the parties, fees charged by TIA USA shall be calculated pursuant to the TIA USA quote and any applicable price schedules of TIA USA in effect at the time of acceptance of the Order.  A schedule of hourly rates charged by TIA USA shall be made available to Customer upon request.  Required work done beyond the quote, such as corrective action review, will be charged at an hourly rate.  TIA USA may change its fees without notice.

3.2 Payment; Past Due Balance.  All invoices shall be due upon receipt.  Customer agrees that a monthly administrative and finance charge of 1.5% of the outstanding account balance, but not in excess of the maximum allowed by law, will be payable by Customer for any account over 30 days past due.  Customer also agrees to pay TIA USA’s costs of collection, including attorneys’ fees, incurred in collecting any past due amounts.  TIA USA reserves the right to suspend its performance of services until payment is received in full for services rendered.  Such suspension of services may include, without limitation, the refusal to issue a test report or certification to which Customer would otherwise be entitled.  Any questions or concerns regarding an invoice must be submitted to TIA USA in writing within 14 days of receipt of the invoice.  Failure by Customer to submit any questions or concerns within that 14-day period shall constitute an agreement by Customer to pay the invoice in full.

    1. Advance Payment; Partial Payment.  TIA USA reserves the right at any time to request full or partial payment in advance or in satisfaction of fees for services rendered through the date of the invoice.  TIA USA may suspend its performance until such payment is made.
    1. Cancellations / Postponements:  In the event that the customer cancels or postpones activities on less than 30 days’ prior notice to TIA USA, the Applicant shall pay TIA USA a fee, with respect to the activities not done as originally scheduled, equal to 25% of the fees that would have been payable for those activities if they had been performed.  This fee is in addition to the Applicant’s obligation to pay TIA USA for the services that are performed.

4. IMPOSSIBILITY.

If TIA USA’s performance is prevented, restricted or interfered with by reason of a force majeure event (as defined below), then TIA USA shall be excused from that performance to the extent of that prevention, restriction, or interference. TIA USA shall resume its performance promptly whenever such causes are removed.  “Force majeure events” shall be any cause or condition beyond the reasonable control of TIA USA, including but not limited to natural catastrophes, acts or omissions of a government or its agencies or departments, labor strikes, lockouts or other disturbances, wars, riots or difficulties in procuring labor, energy shortages, shortage of suitable parts or materials, computer malfunctions, transportation problems, Customer’s failure to fulfill its obligations or delays in delivery by TIA USA’s vendors. 

5. LIMITED WARRANTY.

5.1 Limited Warranty.  TIA USA warrants that services performed by it shall be performed in accordance with the terms of the applicable accepted and binding Order and in accordance with the relevant testing and audit standards and procedures referenced in paragraph 1 above.  In the event that the services performed by TIA USA do not comply with this warranty, Customer shall notify TIA USA in writing of the noncompliance within 30 days, and TIA USA shall, at its option, re-perform the services or provide a refund of fees to Customer.  Products to be returned to TIA USA for such retesting shall be returned to TIA USA at Customer’s expense.  The failure of Customer to so notify TIA USA of a claim that services did not comply with this warranty shall constitute an irrevocable waiver of that claim.  Customer understands and agrees that TIA USA’s warranty extends only to the specific products or parts of a facility which were tested or audited by TIA USA and only to the extent of such testing or audit.  TIA USA shall not be liable for any viral infection or other damage caused to software of Customer.  Furthermore, Customer acknowledges that in some cases, TIA USA’s services can result in damage to, or the destruction of, the equipment under test and other materials supplied to TIA USA.  Accordingly, Customer agrees that TIA USA shall not be responsible for any such damage or destruction to the extent not caused by TIA USA’s negligence.

5.2 DISCLAIMER.  EXCEPT AS EXPRESSLY SET FORTH AND LIMITED ABOVE, TIA USA MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE SERVICES PROVIDED HEREUNDER.  TIA USA SPECIFICALLY DISCLAIMS ANY WARRANTIES WITH REGARD TO THE GENERAL SAFETY, MERCHANTABILITY OR EFFECTIVENESS OF PRODUCTS OR FACILITIES OR WITH REGARD TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF TIA USA’S SERVICES THEMSELVES.  THE OBLIGATIONS OF TIA USA UNDER THIS LIMITED WARRANTY ARE CUSTOMER’S EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY.

6. LIMITATION OF LIABILITY; INDEMNIFICATION.

6.1 Damages. TIA USA SHALL NOT BE RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES OR LOST PROFITS IN CONNECTION WITH OR ARISING FROM ANY ACTION OR OMISSION OF TIA USA RELATING IN ANY WAY TO THE SERVICES PROVIDED OR TO THESE STANDARD TERMS AND CONDITIONS OR AN ORDER, EVEN IF TIA USA SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  FOR BREACH OR DEFAULT BY TIA USA OF ANY OF THE PROVISIONS OF ANY ORDER OR THESE STANDARD TERMS AND CONDITIONS, TIA USA’S ENTIRE LIABILITY, REGARDLESS OF THE FORM OR NATURE OF THE ACTION, SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER UNDER THE APPLICABLE ORDER.

6.2 Indemnification.  Customer assumes and shall indemnify and hold TIA USA harmless from all responsibility to Customer and third parties for personal injury and property damage, including special, incidental, consequential or other indirect damages and lost profits, relating in any way to the services provided by TIA USA.  Customer shall defend at its sole expense any action brought against TIA USA as a result of any personal injury or property damage.  Customer further agrees to indemnify TIA USA for all costs (including attorneys’ fees) incurred by TIA USA in defending any such claims or in establishing its right to indemnification.

7. TAXATION.

The fees for TIA USA’s services do not include any taxes.  Customer shall be responsible for paying any and all taxes which apply now or in the future to these services or to Customer’s payments, other than taxes on TIA USA’s net income.  In the event that TIA USA may be required to collect or pay taxes for which Customer is responsible, TIA USA may increase its charges to Customer by an equal amount. 

8. CONFIDENTIALITY.

Subject to the exceptions described below, “Confidential Information” will mean all of the information that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) under an Order, provided that information is either in writing and marked “confidential”, “restricted”, or “proprietary” or, if disclosed orally or through access to facilities, is identified as being confidential at the time of disclosure, with that non-written disclosure being promptly confirmed in writing by the Disclosing Party to the Receiving Party.  Confidential Information shall not include information which (a) is now in the public domain or subsequently enters the public domain through no action or fault of the Receiving Party; (b) is known by or available to the Receiving Party from its own independent sources prior to its receipt thereof under an Order; (c) the Receiving Party receives from any third party having a legal right to transmit such information without any obligation to the Disclosing Party to keep such information confidential; or (d) is independently developed by the Receiving Party’s employees, agents, or contractors.  The Receiving Party agrees to treat all of the Disclosing Party’s Confidential Information with the same degree of care to avoid disclosure to any third party as the Receiving Party uses with respect to its own information of like importance which is to be kept secret, and in any event no less than reasonable care.  Nevertheless, Customer agrees that TIA USA may retain the required copies of  Customer’s Confidential Information and disclose same only to certification bodies and only as required for TIA USA’s performance of services for Customer.  Unless otherwise mutually agreed in writing, the Receiving Party’s obligations under this paragraph with respect to each item of Confidential Information shall terminate two years after the date of the receipt of that item by the Receiving Party.

9. INTELLECTUAL PROPERTY RIGHTS.

To the extent not inconsistent with paragraph 8 relating to confidentiality, TIA USA shall own all copyrights to any information given to Customer by TIA USA.  This information includes, but is not limited to, all documents, reports, opinions, drawings, certificates or other information given to Customer by TIA USA.

10. ORDER OF PRECEDENCE; WAIVERS.

In the event of a conflict between terms and conditions stated in any Order or other document provided by Customer and any acknowledgment or other document provided by TIA USA, the latter shall prevail.  In the event of a conflict between any Testing & Certification Regulations / Audit Agreements and these Standard Terms and Conditions, the Testing & Certification Regulations / Audit Agreement shall prevail, unless expressly stated otherwise in a written agreement signed and delivered by TIA USA.  No waiver of any rights, obligations, or defaults with respect to these Standard Terms and Conditions or any Order shall be effective unless in writing and signed by the party against which the same is sought to be enforced.  One or more waivers of any right, obligation, or default shall not be construed as a waiver of any subsequent right, obligation, or default.  No delay or failure of either party in exercising any right and no partial or single exercise thereof shall be deemed to constitute a waiver of that right or any other rights.

11. RELATIONSHIP OF THE PARTIES; ASSIGNMENT.

TIA USA is an independent contractor for the provision of services, not an agent of the Customer.  Customer has no authority to act on behalf of TIA USA or to bind TIA USA with respect to any promise or representation unless specifically authorized in writing to do so by TIA USA.  Customer may not, without TIA USA’s prior written consent, assign or transfer any Order, or any of its rights or obligations under these Standard Terms and Conditions or any Order, to any other person.  TIA USA may delegate its obligations to its affiliates, agents, suppliers, and contractors, and TIA USA may disclose to any such persons any information required by them to perform the duties so delegated to them, but such delegation shall not relieve TIA USA of its obligations under these Standard Terms and Conditions or the applicable Order.

12. NOTICES.

Any notice, request or demand required or desired to be given from one party to the other must be in writing and shall be effective upon receipt if delivered personally, seven days after mailing if sent by pre-paid registered or certified mail, and on the next business day if sent by reputable overnight courier.  Notices shall be sent to the party’s then-current principal mailing address, or as a party may otherwise specify in a notice to the other party.

13. GOVERNING LAW AND CONSENT TO JURISDICTION.

13.1 Governing Law.  These Standard Terms and Conditions and any Order and all rights and duties of TIA USA and Customer arising thereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without reference to its conflict-of-law rules.

13.2 Jurisdiction. Customer hereby irrevocably submits to the nonexclusive jurisdiction of any Massachusetts State court or any U.S. Federal court located in the Commonwealth of Massachusetts for any action or proceeding arising out of or relating to the provision by TIA USA of services to Customer.  Customer hereby irrevocably agrees that all claims with respect to such action or proceeding may be heard and determined in such court or courts, subject to paragraph 14 below.  The foregoing shall not affect the right of TIA USA to bring any action or proceeding against Customer or its property or assets in the courts of any other jurisdiction.

14. DISPUTE RESOLUTION.

14.1 Informal Discussion.  In the event of any dispute or disagreement between Customer and TIA USA with respect to the interpretation of any provision of any Order or these Standard Terms and Conditions, the performance of TIA USA or Customer under any Order, or any other matter related to any Order, upon the written request of either party, authorized representatives of Customer and TIA USA will meet for the purpose of resolving such dispute or disagreement.  Those representatives will discuss the problem and negotiate in good faith without the necessity of any formal proceedings related thereto. 

    1. Arbitration.  If a dispute or disagreement described in paragraph 14.1 above is not resolved as described in that paragraph, that dispute or disagreement shall be finally settled by binding arbitration held according to the commercial Arbitration Rules of the American Arbitration Association, by which TIA USA and Customer agree to be bound.  The sole venue for any arbitration shall be the City of Boston in the Commonwealth of Massachusetts, unless the parties otherwise agree in writing.  Customer shall promptly select one arbitrator, TIA USA shall promptly select one arbitrator, and those two arbitrators shall promptly select a third arbitrator.  Unless the parties consent in writing, each arbitrator shall be an individual with at least fifteen (15) years’ experience in the relevant technology industry.  The decision of the majority of the arbitrators shall be the decision of the panel.  The arbitrators shall have no authority to add to, change, or disregard any lawful terms of any Order or these Standard Terms and Conditions, nor to award punitive damages.  The decision of the panel shall be final and binding, and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy.  Arbitration shall be the exclusive final remedy for any dispute between the parties; provided, however, that this provision shall not prevent either party from seeking injunctive relief for misuse or misappropriation of its confidential or proprietary information.
    1.   For management system auditing services the following shall apply

Informal Discussion.  In the event of any dispute or disagreement between the Applicant and TIA USA with respect to the interpretation of any provision of the Agreement, the performance of TIA USA or the Applicant under the Agreement, TIA USA’s determinations in its audit, or any other matter related to the Agreement, upon the written request of either party, authorized representatives of the Applicant and TIA USA will meet for the purpose of resolving such dispute or disagreement.  Those representatives will discuss the problem and negotiate in good faith without the necessity of any formal proceedings related thereto. 

Submission to Advisory Committee.  If a dispute or disagreement described above is not resolved as described in that section, that dispute or disagreement shall be submitted to the Advisory Committee (which is comprised of representatives of TIA USA’s customers, other industry representatives, and representatives of TIA USA itself) for its consideration before either party commences any litigation relating to that dispute.  The Applicant agrees to comply with any request of the chairman of the Advisory Committee for attendance of the Applicant’s representatives at the relevant meeting(s) of the Advisory Committee.

Further Steps Following Submission to Advisory Committee.  In the event that a dispute not resolved through the steps described above, the parties shall then be free to pursue resolving the dispute through litigation in a court of competent jurisdiction; provided, however, that with respect to disputes over certification decisions for certificates accredited by the Standards Council of Canada (the “SCC”), if the Advisory Committee confirms a rejection of certification, the Applicant’s only further appeal shall be to the SCC and not to court.  To pursue such an appeal to the SCC, the Applicant shall comply with the SCC’s applicable rules and shall provide to the SCC a copy of all documentation relating to the rejection, including all correspondence.

  • These Standard Terms and Conditions shall, without further action on either party’s part, apply to Orders as described above, as well as to any other agreement between the parties if that agreement incorporates these Standard Terms and Conditions by reference or otherwise refers to them.  The parties may also show their agreement to these Standard Terms and Conditions by causing one or more printed copies of this document to be executed and delivered by their authorized representatives, in which case these Standard Terms and Conditions shall be effective as of the date when both parties have so signed and delivered one or more counterparts, whether the parties sign the same counterparts or different counterparts.