INTERTEK TERMS AND CONDITIONS FOR GENERAL SERVICES (Japan)
These terms and conditions, together with any proposal, estimate or fee quote, form the agreement
between you (the Client) and the Intertek entity (Intertek) providing the services contemplated therein.

1.
1.1
(a)
(b)
(c)
(d)
(e)

(f)
(g)

(h)

(i)
(j)
(k)
1.2
2.
2.1
2.2
2.3

2.4

2.5

2.6

2.7
2.8

3.
3.1
(a)
(b)
(c)
(d)

3.2
3.3

INTERPRETATIONIn this Agreement, the following words and phrases shall have the following meanings unless thecontext otherwise requires:
Affiliate shall mean any entity that directly or indirectly controls, is controlled by, or is undercommon control with another entity;
Agreement means this agreement entered into between Intertek and the Client;App means an Application owned by Intertek, which the Client can download onto a mobile
device and use to assist the Inspector when performing Remote Inspections;
Charges shall have the meaning given in Clause 5.2;
Confidential Information means all information in whatever form or manner presented which:(a) is disclosed pursuant to, or in the course of the provision of Services pursuant to, thisAgreement; and (b)(i) is disclosed in writing, electronically, visually, orally or otherwise howsoever and is marked,
stamped or identified by any means as confidential by the disclosing party at the time of suchdisclosure; and/or(ii) is information, howsoever disclosed, which would- reasonably be considered to be confidential
by the receiving party.
Intellectual Property Right(s) means copyrights, trademarks , patents, patent applications(including the right to apply for a patent), service marks, design rights trade secrets and otherrights (whether registered or unregistered), howsoever existing;
Report(s) shall mean any memoranda, laboratory data, calculations, measurements, estimates,
notes, certificates and other material prepared by the Supplier in the course of providing theServices to the Customer, together with status summaries or any other communication in any
form describing the results of any work or services performed;
Services means the testing, assurance, and inspection services as set out in Clause 2 of thisAgreement or in any relevant Intertek Proposal, any relevant Client purchase order, or any
relevant Intertek invoice, as applicable, and may comprise or include the provision by Intertek ofa Report
Proposal means the description of our Services, and an estimate of our Charges, if applicable,
provided to the Client by Intertek.
Remote Inspection means a form of visual inspection, conducted by the Inspector by directing
the Client or the Clients suppliers to move to certain areas to allow the Inspector to carry out theaudit remotely via a direct video link via an app or software technology;
Inspector means Intertek inspector responsible for performance of the Services
The headings in this Agreement do not affect its interpretation.
THE SERVICES
Intertek shall provide the Services to the Client in accordance with the terms of this Agreement
which is expressly incorporated into any Proposal Intertek has made and submitted to the Client.
In the event of any inconsistency between the terms of this Agreement and the Proposal, theterms of this Agreement shall take precedence.
The Client acknowledges and agrees that if in providing the Services Intertek is obliged to delivera Report to a third party, Intertek shall be deemed irrevocably authorised to deliver such Reportto the applicable third party. For the purposes of this clause an obligation shall arise on the
instructions of the Client, or where, in the reasonable opinion of Intertek, it is implicit from thecircumstances, trade, custom, usage or practice.
Where the Client has instructed Intertek to carry out the Services on behalf of its suppliers, theClient’s suppliers acknowledges and agrees that any Services provided and/or Reports produced
by Intertek are done so within the limits of the scope of work agreed with the Client in relation to
the Proposal and pursuant to the Client's specific instructions or, in the absence of such
instructions, in accordance with any relevant trade custom, usage or practice and Intertek shallprovide a copy of the Report to the Client. The content of any Report represent Intertek’s review
of facts and documents in existence at the time of performance of the Services only and within
the limits of the instructions received by the Client and are for the benefit of the Client or any
regulatory body, which is responsible for acting as they see fit on the basis of such Reports.
The Client and its suppliers further agrees and acknowledges that the Services are not necessarily
designed or intended to address all matters of quality, safety, performance or condition of any
product, material, services, systems or processes tested, inspected or certified and the scope ofwork does not necessarily reflect all standards which may apply to product, material, services,
systems or process tested, inspected or certified. The Client understands that reliance on any
Reports issued by Intertek is limited to the facts and representations set out in the Reports which
represent Intertek’s review and/or analysis of facts, information, documents, samples and/or othermaterials in existence at the time of the performance of the Services only.
Where the Client instructs Intertek to perform a Remote Inspection, the Client and/or the Clients
suppliers agrees and warrants: (i) to provide Intertek, with complete, accurate, and the mostcurrent information and documentation to perform the Remote Inspection; (ii) to download theApp, if applicable, onto the Clients or their suppliers smartphone and use the app solely for the
purposes of the Remote Inspection; (iii) to allow the Inspector to direct the camera of thesmartphone while using the App, to allow the Inspector to perform the Remote Inspection and (iv)
the Client and/or the Clients suppliers shall be solely responsible for ensuring sufficient internet
connectivity to perform the remote inspection. If internet connectivity fails during the Remote
Inspection, the Client and/or the Clients suppliers shall make all attempts to reconnect, if
reconnection is not possible a physical inspection will be scheduled.
Client is responsible for acting as it sees fit on the basis of such Report. Neither Intertek nor anyof its officers, employees, agents or subcontractors shall be liable to Client nor any third party forany actions taken or not taken on the basis of such Report.
In agreeing to provide the Services pursuant to this Agreement, Intertek does not abridge,
abrogate or undertake to discharge any duty or obligation of the Client to any other person or any
duty or obligation of any person to the Client.
INTERTEK'S WARRANTIESIntertek warrants exclusively to the Client:that it has the power and authority to enter into this Agreement and that it will comply with relevant
legislations and regulations in force as at the date of this Agreement in relation to the provision of
the Services;that the Services will be performed in a manner consistent with that level of care and skill ordinarily
exercised by other companies providing like services under similar circumstances;that it will take reasonable steps to ensure that whilst on the Client’s premises its personnel
comply with any health and safety rules and regulations and other reasonable security
requirements made known to Intertek by the Client in accordance with Clause 4.3(d);that the Reports produced in relation to the Services will not infringe any legal rights (includingIntellectual Property Rights) of any third party. This warranty shall not apply where theinfringement is directly or indirectly caused by Intertek’s reliance on any information, samples orother related documents provided to Intertek by the Client (or any of its agents or representatives).
In the event of a breach of the warranty set out in Clause 3.1 (b), Intertek shall, at its own expense,
perform services of the type originally performed as may be reasonably required to correct any
defect in Intertek’s performance.
Intertek makes no other warranties, express or implied. All other warranties, conditions and otherterms implied by statute or common law (including but not limited to any implied warranties ofmerchantability and fitness for purpose) are, to the fullest extent permitted by law, excluded fromthis Agreement. No performance, deliverable, oral or other information or advice provided byIntertek (including its agents, sub-contractors, employees or other representatives) will create awarranty or otherwise increase the scope of any warranty provided.

June 2023 (Japan)

4.
4.1
(a)
(b)
(c)

(d)
(e)
4.2

4.3
(a)
(b)
(c)
(d)
(e)
(f)

(g)
(h)
(i)
(j)
(k)
(l)
4.4

5.
5.1

5.2
5.3
5.4

5.5
5.6
5.7

5.8

5.9

CLIENT WARRANTIES AND OBLIGATIONSThe Client represents and warrants :that it has the power and authority to enter into this Agreement and procure the provision of theServices for itself;that it is securing the provision of the Services hereunder for its own account and not as an agent
or broker, or in any other representative capacity, for any other person or entity;that all information, records, and related documents (including but not limited to any clients or
supplier books, code of ethics, internal policies, records (including employment records),
information systems)it (or any of its agents or representatives) supplies to Intertek (including its
agents, sub-contractors and employees) are , true, accurate representative, complete and is not
misleading in any respect and made available when required by Intertek The Client further
acknowledges that Intertek will rely on such information, samples or other related documents andmaterials provided by the Client (without any duty to confirm or verify the accuracy orcompleteness thereof) in order to provide the Services;shall comply with Intertek’s request to conduct interviews, meetings or discussions with the Clients
personnel and the personnel of the Clients suppliers for any matters relating to the Services within
the timeframe as agreed between the parties; andthat any information, samples or other related documents (including without limitation certificatesand reports) provided by the Client to Intertek will not, in any circumstances, infringe any legal
rights (including Intellectual Property Rights) of any third party.
In the event that the Services provided relate to any third party, the Client shall cause any suchthird party to acknowledge and agree to the provisions in this Agreement and the Proposal prior
to and as a condition precedent to such third party receiving any Reports or the benefit of any
Services.
The Client and its suppliers further agrees:
to co-operate with Intertek in all matters relating to the Services and appoint a manager in relation
to the Services who shall be duly authorised to provide instructions to Intertek on behalf of the
Client and to bind the Client contractually as required;to provide instructions and feedback in due time to enable Intertek to perform the Services in atimely manner as agreed between the parties;
to provide Intertek (including its agents, sub-contractors and employees) with access to its
premises as may be reasonably required for the provision of the Services and to any otherrelevant premises at which the Services are to be provided;prior to Intertek attending any premises for the performance of the Services, to inform Intertek of
all applicable health and safety rules and regulations and other reasonable security requirementsthat may apply at any relevant premises at which the Services are to be provided;
to notify Intertek promptly of any risk, safety issues or incidents in respect of any item deliveredby the Client, or any process or systems used at its premises or otherwise necessary for theprovision of the Services;
to inform Intertek in advance of any applicable import/ export restrictions, including but not limited
to any USA-based export controls such as International Traffic in Arms Regulations (ITAR) andthe Export Administration Regulations (EAR), that may apply to the Services and/or any
Confidential Information to be provided, including any instances where any products, informationor technology may be exported/ imported to or from a country that is restricted or banned fromsuch transactionin the event of the issuance of a certificate, to inform and advise Intertek immediately of any
changes during the term of the certificate which may have a material impact on the accuracy ofthe certification;
to obtain and maintain all necessary licenses and consents in order to comply with relevant
legislation and regulation in relation to the Services;that it will not use any Reports issued by Intertek pursuant to this Agreement in a misleadingmanner and that it will only distribute such Reports in their entirety;
in no event, will the contents of any Reports or any extracts, excerpts or parts of any Reports be
distributed or published without the prior written consent of Intertek (such consent not to be
unreasonably withheld) in each instance;
shall not suspend any Services for more than five (5) days and shall pay Intertek each day ofsuspension the Inspector’s day rate and any other expenses for the duration of the suspension;
andthat shall not use any Intellectual Property, including but not limited to any trademark, andbranding for any advertising and promotional materials or any statements made by the Client
and/or its suppliers without the prior written consent of Intertek.
Intertek shall be neither in breach of this Agreement nor liable to the Client for any breach of thisAgreement if and to the extent that its breach is a direct result of a failure by the Client to comply
with its obligations as set out in this Clause 4. The Client also acknowledges that the impact ofany failure by the Client to perform its obligations set out herein on the provision of the Services
by Intertek will not affect the Client’s obligations under this Agreement for payment of the Charges
pursuant to Clause 5 below.
CHARGES, INVOICING AND PAYMENTThe parties agree that the Services are provided on the terms and subject to the conditions set
out or referred to in this Agreement, and that this Agreement shall take precedence over any terms
and conditions which the Client has provided or may in the future provide to Intertek, whether ina purchase order or any other document.
The Client shall pay Intertek the charges as set out in any proposal or otherwise agreed inwriting (the Charges)
Charges shall be charged for services that are not included in the Proposal and for additional
services as requested by the Client.
The Charges are expressed exclusive of VAT and any other applicable taxes. If a withholding
Intertek shall provide the Client with a quote price including the applicable withholding tax. The
Client shall pay any applicable taxes on the Charges at the rate and in the manner prescribed bylaw, within thirty (30) days of the issue by Intertek of a valid monthly invoice
The Client agrees that it will reimburse Intertek for any expenses incurred by Intertek relating to
the provision of the Services and is wholly responsible for any freight or customs clearance fees
relating to any testing samples.
The Charges represent the total fees to be paid by the Client for the Services pursuant to thisAgreement. Any additional work performed by Intertek will be charged on a time and material
basis.
The Client is required to pay all invoiced amounts without any deduction, discount or set-off nolater than thirty (30) days after the invoice date. No deduction for bank charges incurred can be
made. Payments, which must be denominated in the currency indicated in the invoice, must be
made by means of money transfer to a bank account designated by Intertek.
Intertek will issue an electronic invoice to the Client each month as the Services progress. An
electronic invoice may be sent by email and will be deemed to have been delivered to the Client
upon receipt of such email. Intertek is under no obligation to fulfil any request by the Client for apaper copy to be sent by post. Any invoice sent by post will include a £25 administration fee andthe paper invoice must be paid by the Client within the credit terms referred to in 5.7 above.
If Intertek believes that the Client’s financial position and/or payment performance justifies suchaction, Intertek has the right to demand that the Client immediately furnish security or additional
security in a form to be determined by Intertek and/or make an advance payment. If the Client
fails to furnish the desired security, Intertek has the right, without prejudice to its other rights, toimmediately suspend the further execution of all or any part of the Services, and any Charges forany part of the Services which has already been performed shall become immediately due andpayable.

1

5.10 If the Client fails to pay within the period referred to in 5.7 above, it is in default of its payment
obligations and this Agreement after having been reminded by Intertek at least once that payment
is due within a reasonable period. In that case, the Client is liable to pay interest on the credit
balance with effect from the date on which the payment became due until the date of payment.
The interest rate applied is deemed to be the Bank of England base rate plus 5%. In addition, allcollection costs incurred after the Client’s default, both judicial and extrajudicial, are for the Client’s
account. The extrajudicial costs are set at an amount equal to least 10% of the principal plus
interest, without prejudice to Intertek’s right to collect the actual extrajudicial costs in excess of
this amount. The judicial costs comprise all costs incurred by Intertek, even if they exceed the
Bank of England base rate.
5.11 If the Client objects to the contents of the invoice, details of the objection must be raised with
Intertek within seven (7) days of receipt of electronic invoice, otherwise the invoice will be deemed
to have been accepted. Any such objections do not exempt the Client from its obligation to pay
within the period referred to in 5.7 above.
5.12 Any request by the Client for certain information to be included in or appended to the invoice must
be made at the time of setting out the Proposal. A later request by the Client for changes to theagreed format of the invoice or supplementary information will not discharge the Client from its
obligation to pay within the period referred to in 5.7 above. Intertek reserves the right to charge a£25 administration fee per invoice for issuing additional copies of invoices or amending invoice
detail, format or structure from that agreed in the Proposal. Intertek maintains the right to rejectsuch an invoicing amendment request and such a rejection by Intertek of the Client’s request will
not exempt the Client from its obligation to pay within the period referred to in 5.7 above.
5.13 If actions by the Client delay completion of the Services, Intertek has the right to invoice the Client
for the cost of all Services provided to date. In such a scenario the Client agrees to pay this invoice
within thirty (30) days of the invoice date.
6.
6.1
6.2

6.3
6.4

6.5

6.6

7.
7.1
(a)
(b)
(c)
7.2
(a)
(b)
(c)

(d)
7.3
(a)
(b)
(c)
(d)
7.4

7.5
7.6
7.7

INTELLECTUAL PROPERTY RIGHTS AND DATA PROTECTION
All Intellectual Property Rights belonging to a party prior to entry into this Agreement shall remain
vested in that party.
Any use by the Client (or its Affiliates) of the name "Intertek" or any of Intertek's trademarks orbrand names for any marketing, media or publication purposes must be prior approved in writing
by Intertek. Intertek reserves the right to terminate this Agreement immediately as a result of any
such unauthorised use.
In the event of provision of certification services, Client agrees and acknowledges that the use ofcertification marks may be subject to national and international laws and regulations.
All Intellectual Property Rights in any Reports, document, graphs, charts, photographs or any
other material (in whatever medium) produced by Intertek pursuant to this Agreement shall belong
to Intertek. The Client shall have the right to use any such Reports, document, graphs, charts,
photographs or other material for the purposes of this Agreement.
The Client agrees and acknowledges that Intertek retains any and all proprietary rights inconcepts, ideas and inventions that may arise during the preparation or provision of any Report(including any deliverables provided by Intertek to the Client) and the provision of the Services to
the Client.
Both parties shall observe all statutory provisions with regard to data protection including but notlimited to the provisions of the General Data Protection Regulation 2016/679 (“GDPR”) and shallcomply with all applicable requirements of the GDPR. The Client warrants that the consent of theirdirect and/or contracted personnel has been obtained prior to any commencement of the Services.
The Client shall indemnify and hold harmless Intertek, its officers, employees, agents,
representatives, contractors and sub-contractors from and against any and all claims, suits,
liabilities (including costs of litigation and attorney's fees) arising, directly or indirectly, out of or inconnection with its noncompliance with the Data Protection Law and any breach of its obligations
as set out in this Clause 6.6.
CONFIDENTIALITY
Where a party (the Receiving Party) obtains Confidential Information of the other party (theDisclosing Party) in connection with this Agreement (whether before or after the date of thisAgreement) it shall, subject to Clauses 7.2 to 7.4:
keep that Confidential Information confidential, by applying the standard of care that it uses for its
own Confidential Information;
use that Confidential Information only for the purposes of performing obligations under thisAgreement; andnot disclose that Confidential Information to any third party without the prior written consent of theDisclosing Party.
The Receiving Party may disclose the Disclosing Party's Confidential Information on a "need toknow" basis:to any legal advisers and statutory auditors that it has engaged for itself;
to any regulator having regulatory or supervisory authority over its business;to any director, officer or employee of the Receiving Party provided that, in each case, theReceiving Party has first advised that person of the obligations under Clause 7.1 and ensured thatthe person is bound by obligations of confidence in respect of the Confidential Information noless onerous than those set out in this Clause 7; andwhere the Receiving Party is Intertek, to any of its subsidiaries, Affiliates or subcontractors.
The provisions of Clauses 7.1 and 7.2 shall not apply to any Confidential Information which:
was already in the possession of the Receiving Party prior to its receipt from the Disclosing Party
without restriction on its use or disclosure;is or becomes public knowledge other than by breach of this Clause 7;
is received by the Receiving Party from a third party who lawfully acquired it and who is under noobligation restricting its disclosure; oris independently developed by the Receiving Party without access to the relevant Confidential
Information.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent
required by law, any regulatory authority or the rules of any stock exchange on which the
Receiving Party is listed, provided that the Receiving Party has given the Disclosing Party prompt
written notice of the requirement to disclose and where possible given the Disclosing Party areasonable opportunity to prevent the disclosure through appropriate legal means.
Each party shall ensure the compliance by its employees, agents and representatives (which, inthe case of Intertek, includes procuring the same from any sub-contractors) with its obligations
under this Clause 7.
No licence of any Intellectual Property Rights is given in respect of any Confidential Information
solely by the disclosure of such Confidential Information by the Disclosing Party.
With respect to archival storage, the Client acknowledges that Intertek may retain in its archivefor the period required by its quality and assurance processes, or by the testing and certification
rules of the relevant accreditation body, all materials necessary to document the Services
provided.

8.
8.1

AMENDMENTNo amendment to this Agreement shall be effective unless it is in writing, expressly stated toamend this Agreement and signed by an authorised signatory of each party.

9.
9.1

FORCE MAJEURE
Neither party shall be liable to the other for any delay in performing or failure to perform any
obligation under this Agreement to the extent that such delay or failure to perform is a result of:war (whether declared or not), civil war, riots, revolution, acts of terrorism, military action,
sabotage and/or piracy;
natural disasters such as violent storms, earthquakes, tidal waves, floods and/or lighting;
explosions and fires;strikes and labour disputes, other than by any one or more employees of the affected party orof any supplier or agent of the affected party;

(a)
(b)
(c)

June 2023 (Japan)(d)failures of utilities companies such as providers of telecommunication, internet, gas or electricity
services; or(e) any other event beyond the reasonable control of a party.
9.2 For the avoidance of doubt, where the affected party is Intertek any failure or delay caused by
failure or delay on the part of a subcontractor shall only be a Force Majeure Event (as defined
below) where the subcontractor is affected by one of the events described above.
9.3 A party whose performance is affected by an event described in Clause 9.1 (a Force Majeure
Event) shall:(a) promptly notify the other party in writing of the Force Majeure Event and the cause and the likely
duration of any consequential delay or non-performance of its obligations;(b) use all reasonable endeavours to avoid or mitigate the effect of the Force Majeure Event andcontinue to perform or resume performance of its affected obligations as soon as reasonably
possible; and(c) continue to provide Services that remain unaffected by the Force Majeure Event.
9.4 If the Force Majeure Event continues for more than sixty (60) days after the day on which it
started, each party may terminate this Agreement by giving at least ten (10) days' written noticeto the other party.

10. LIMITATIONS AND EXCLUSIONS OF LIABILITY
10.1 Neither party excludes or limits liability to the other party:(a) for death or personal injury resulting from the negligence of that party or its directors, officers,
employees, agents or sub-contractors; or(b) for its own fraud (or that of its directors, officers, employees, agents or sub-contractors).
10.2 Subject to Clause 10.1, the maximum aggregate liability of Intertek in contract, tort (including
negligence and breach of statutory duty) or otherwise for any breach of this Agreement or any
matter arising out of or in connection with the Services to be provided in accordance with thisAgreement shall be an amount equal to the fees paid by the Client and/or its suppliers to Intertek
for the Services performed in accordance this Agreement.
10.3 Notwithstanding the above Clause 10.2, Intertek shall not be liable in contract, tort (including
negligence and breach of statutory duty) or otherwise for any: (i) loss of profits; (ii) loss of sale orbusiness; (iii) loss of or damage to goodwill or reputation; (iv) cost or expense of making a productrecall; (v) loss or use or corruption of software, data or information; (vi) any indirect, consequential,
punitive, or special loss (even when advised of their possibility); (vii) any incorrect results in any
Reports arising from any false, unclear, incomplete, or misleading information provided to Intertek;and (viii) the Clients failure to comply with requirements of any applicable law and regulation.
10.4 Any claim by the Client against Intertek must be made within 90 days after the Client becomesaware of any circumstances giving rise to any such claim.
11. INDEMNITY
11.1 Except in cases of proven negligence or fraud by Intertek, the Client shall indemnify and holdharmless Intertek, its officers, employees, agents, Affiliates, contractors and sub-contractors
from and against any and all claims, suits, liabilities (including costs of litigation and attorney'sfees) arising, directly or indirectly, out of or in connection with:(a) any claims or suits by any regulatory body or governmental authority or others for any actual or
asserted failure of the Client to comply with any law, ordinance, regulation, rule or order of any
governmental or judicial authority;(b) claims or suits for personal injuries, loss of or damage to property, economic loss, and loss of ordamage to Intellectual Property Rights incurred by or occurring to any person or entity and arisingin connection with or related to the Services provided hereunder by Intertek, its officers,
employees, agents, representatives, contractors and sub-contractors;(c) the breach or alleged breach by the Client of any of its obligations set out in Clause 4 above;(d) any claims made by any third party for loss, damage or expense of whatsoever nature andhowsoever arising relating to the performance, purported performance or non-performance of any
Services to the extent that the aggregate of any such claims relating to any one Service exceeds
the limit of liability set out in Clause 10 above; and(e) any claims or suits arising as a result of any misuse, unauthorised or false use of any Reports
issued by Intertek which may damage the goodwill or reputation of Intertek, including but notlimited to any use by the Client of the name "Intertek" or any of Intertek’s trademarks or brandnames for any media, marketing or publication purposes without obtaining the prior writtenconsent of Intertek.
11.2 The obligations set out in this Clause 11 shall survive termination of this Agreement.
12. INSURANCE POLICIES
12.1 Each party shall be responsible for the arrangement and costs of its own company insurance
which includes, without limitation, professional indemnity, employer's liability, motor insurance andproperty insurance.
12.2 Intertek expressly disclaims any liability to the Client as an insurer or guarantor.
12.3 The Client acknowledges that although Intertek maintains employer's liability insurance, suchinsurance does not cover any employees of the Client or any third parties who may be involvedin the provision of the Services. If the Services are to be performed at premises belonging to the
Client or third parties, Intertek's employer’s liability insurance does not provide cover for nonIntertek employees.
13. TERMINATION
13.1 This Agreement shall commence upon the first day on which the Services are commenced andshall continue, unless terminated earlier in accordance with this Clause 13, until the Services havebeen provided.
13.2 This Agreement may be terminated by:(a) either party if the other continues in material breach of any obligation imposed upon it hereunder
for more than thirty (30) days after written notice has been dispatched by that Party by recordeddelivery or courier requesting the other to remedy such breach;(b) Intertek on written notice to the Client in the event that the Client fails to pay any invoice by its
due date and/or fails to make payment after a further request for payment; or(c) either party on written notice to the other in the event that the other makes any voluntaryarrangement with its creditors or becomes subject to an administration order or (being an
individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise thanfor the purposes of a solvent amalgamation or reconstruction) or an encumbrancer takes
possession, or a receiver is appointed, of any of the property or assets of the other or the otherceases, or threatens to cease, to carry on business.
13.3 In the event of termination of the Agreement for any reason and without prejudice to any otherrights or remedies the parties may have, the Client shall pay Intertek for all Services performed
up to and including date of termination. This obligation shall survive termination or expiration ofthis Agreement.
13.4 Any termination or expiration of the Agreement shall not affect the accrued rights and obligationsof the parties nor shall it affect any provision which is expressly or by implication intended to comeinto force or continue in force on or after such termination or expiration.
14. ASSIGNMENT AND SUB-CONTRACTING
14.1 Intertek reserves the right to delegate the performance of its obligations hereunder and theprovision of the Services to one or more of its Affiliates and/ or sub-contractors when necessary.
Intertek may also assign this Agreement to any company within the Intertek group on notice to
the Client.
15. GOVERNING LAW AND DISPUTE RESOLUTION
15.1 This Agreement and the Proposal shall be governed by Japanese law. The parties agree tosubmit to the exclusive jurisdiction of the Japanese Courts in respect of any dispute or claim
arising out of or in connection with this Agreement (including any non-contractual claim relating
to the provision of the Services in accordance with this Agreement).

2

16.

MISCELLANEOUS
Severability
16.1 If any provision of this Agreement is or becomes invalid, illegal or unenforceable, suchprovision shall be severed and the remainder of the provisions shall continue in full force andeffect as if this Agreement had been executed without the invalid illegal or unenforceable
provision. If the invalidity, illegality or unenforceability is so fundamental that it prevents theaccomplishment of the purpose of this Agreement, Intertek and the Client shall immediately
commence good faith negotiations to agree an alternative arrangement.
No partnership or agency
16.2 Nothing in this Agreement and no action taken by the parties under this Agreement shallconstitute a partnership, association, joint venture or other co-operative entity between theparties or constitute any party the partner, agent or legal representative of the other.
Waivers16.3 Subject to Clause 10.4 above, the failure of any party to insist upon strict performance of any
provision of this Agreement, or to exercise any right or remedy to which it is entitled, shall notconstitute a waiver and shall not cause a diminution of the obligations established by thisAgreement. A waiver of any breach shall not constitute a waiver of any subsequent breach.
16.4 No waiver of any right or remedy under this Agreement shall be effective unless it is expressly
stated to be a waiver and communicated to the other party in writing.

Whole Agreement
16.5 This Agreement and the Proposal contain the whole agreement between the parties relating
to the transactions contemplated by this agreement and supersedes all previous
agreements, arrangements and understandings between the parties relating to thosetransactions or that subject matter. No purchase order, statement or other similar document
will add to or vary the terms of this Agreement.
16.6 Each party acknowledges that in entering into this Agreement it has not relied on any
representation, warranty, collateral contract or other assurance (except those set out or
referred to in this Agreement) made by or on behalf of any other party before the acceptanceor signature of this Agreement. Each party waives all rights and remedies that, but for thisClause, might otherwise be available to it in respect of any such representation, warranty,
collateral contract or other assurance.
16.7 Nothing in this Agreement limits or excludes any liability for fraudulent misrepresentation.
Third Party Rights
16.8 A person who is not party to this Agreement has no right under the Contract (Rights of Third
Parties) Act 1999 to enforce any of its terms.
Further Assurance
16.9 Each party shall, at the cost and request of any other party, execute and deliver such
instruments and documents and take such other actions in each case as may be reasonably
requested from time to time in order to give full effect to its obligations under this Agreement.

June 2023 (Japan)

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