TERMS AND CONDITIONS OF SERVICE

1. DEFINITIONS AND EXPLANATION

1.1. The definitions and rules explained in this Article apply to the general terms and conditions of this service ("General Conditions").

Agreement: means that accepting a completed OUR Service Request Form or other Service directives from Customer, or that accepting a quote for a Service that has been agreed upon in accordance with this Article. 2.2, or any instruction or request for service from a Customer which is subsequently accepted by US and by US to perform Services for a Client. These General Conditions, which may be mutually agreed by the Parties, will govern each Agreement unless between the Client and WE have a separate written agreement on terms and conditions.

Basic Information about IPR: any Intellectual Property Rights owned by each Party as of the date of commencement of the Agreement or created otherwise outside the scope of the Agreement.

WE/US/OUR: Tran Ngoc Thien and and associates appointed by Tran Ngoc Thien.

Service Request Form: a standard form completed by the Client that identifies the Services to be performed by US, along with any other information relating to the performance of the Service under the terms of the Agreement. A Service Fee may be specified on the Service Request Form or in a separate document or in the price list.

OUR Equipment: any equipment, systems or utilities, provided by US or by OUR subcontractors, may be used directly or indirectly in providing the Services, and not by object of a separate agreement between the Parties under which title passes to the Customer.

Client: a person, firm, a partnership, association, trust, or public agency or authority to purchase OUR Services and identified on the OUR Service Request Form being applied or in the agreed instruction.

Customer Equipment: any equipment, system, or utility provided by Customer and used directly or indirectly in the provision of the Services.
Customer Information: all completed Documents, instructions, OUR Service Request Form, specifications, codes, requirements, models, measurements and other information and documents submitted by the Client provide and are necessary for the performance of the Service.

Confidential Information: any non-public information exchanged between the Parties, including but not limited to data, know-how, designs, sketches, photographs, plans, drawings, specifications, diagrams, ideas, ideas, reports, manuals, samples, trade secrets, trademarks, WE logos, object sources and codes, business and marketing communications, and all proprietary information in any form whether written or oral.

Documentation: including, without limitation, together with any other documents, any inspections, reports, certifications, certifications, marks, seals, specifications, codes, drawings, drawings maps, plans, diagrams, designs, pictures or other images, tapes or other devices or records that contain information in any form, including electronic or computer format.

Fee: the fee Customer will pay for the Service, excluding OUR travel expenses, living expenses and other costs incurred by US and OUR authorized affiliates, agents, or subcontractors WE am as set out in the applicable OUR Service Request Form or Client's instructions and with OUR consent under Clause 2.2.

Intellectual Property Rights: all inventions, rights to inventions, utility solutions, copyrights and related rights, trademarks, service marks, trade names, trade names and domain name, rights to product appearance or commercial design, right to reputation or right to sue for tampering, right to unfair competition, design rights, rights to computer software, database rights, rights to layout design of integrated circuits, ethical rights, rights to confidential information (including know-how and trade secrets) and any other intellectual property rights , in each case registered or not and including applications and extensions, reclaim or extension of these rights, and any similar or equivalent protection or rights anywhere in the world.

Party and Parties: call US or Customer separately and call US and Customer collectively.

Reports: All Materials and products produced by US or by OUR agents, subcontractors, consultants, and employees in connection with the performance of the Services.

Services: services WE provide to Client under the Agreement and as set forth in the applicable OUR Service Request Form or in any Client instruction to the extent that WE have agreed to and are incorporated into the Agreement.

1.2. In these General Conditions, a reference to:

A term or clause is a reference to an Article of these General Conditions;

The singular will include the plural and vice versa and refer to any gender which will include the other genders;
A law or regulation includes a reference to such regulation as amended, superseded, modified and / or re-enacted from time to time (whether before or after the date of the Agreement) and any the legal version thereunder is enacted before or after such law and regulation (whether before or after the date of the Agreement).

2. APPLICATION OF GENERAL CONDITIONS

2.1. Unless otherwise expressly agreed in writing and signed by the Parties, or only to the extent required otherwise by the compulsory application of law, these General Conditions shall:

Applies to the Agreement and incorporated into the Agreement;

Preferred to apply to any inconsistent terms or articles contained in, or in reference to, Customer Information, or implied by law, commercial practice, practice or transaction process.

2.2. A completed OUR Service Request Form or other instruction from Customer, or Customer approves of OUR quote for a Service, constitutes an offer by Customer to purchase the Service specified in the Form. OUR Service Request, Customer's other directive or Customer's approval of OUR quote is subject to these General Conditions. No offer of the Customer made shall be deemed to be accepted by US unless confirmed in writing and signed by US and at that time a contract to provide and purchase the Services under these General Conditions will is set.

2.3. For the avoidance of doubt, the Customer's standard terms and conditions (if any) attached to, or referenced in any OUR Service Request Form or other Documentation will not change the Agreement.

2.4. WE will not accept instructions for the Service except instructions from Customer or individuals acting on Client's behalf as identified in the relevant OUR Service Request Form or as advised by Customer. other for US in writing from time to time.

2.5. WE act only for the Client. Except as provided in the Agreement or in a separate agreement between the Parties, an Agreement may only be entered into between the Client and US and can only be executed by the Client and I. The Agreement shall not be deemed to create any rights to third parties, including but not limited to suppliers or customers of a Party, or create any obligation of a Party to such parties. this third party.

2.6. If Customer intends to use any Report in proceedings, arbitration, dispute resolution or other legal action, then Client must notify US in writing prior to submitting a Service Request Form of WE give the Services and in all cases prior to using such Reports in any such legal proceeding. The Parties agree that WE have no obligation to provide a professional witness or testify of an event in such proceeding unless WE consent in advance in writing to which such consent is subject to the agreement of Party on separate and additional charges for those additional services.

2.7. WE may, in OUR sole discretion, delegate the performance of the Services in whole or in part under the Agreement to a OUR affiliate, agent or subcontractor without prior notice to the Client, and The customer now agrees to the authorization. For the purposes of Article 8.1, Customer hereby agrees to US disclose any and all of Customer's confidential information to such affiliate, agent or subcontractor for the sole purpose of doing so. or part of the Service.

3. STARTING AND PERFORMANCE TIME

3.1. Unless otherwise agreed by the Parties, Services performed under the Agreement will be provided by US to the Customer from the date WE accept the Customer's offer under Clause 2.2.

3.2. Subject to Article 10, Services provided under the Agreement will be provided for the time specified in the agreed OUR Service Request Form or other Client instruction as WE agree. In the absence of a time limit for the Service, WE will perform the Service within a reasonable time.

4. OUR OBLIGATIONS

4.1. With due diligence, skill and diligence are required for an organization competent and experienced in the areas of certification, inspection, testing and testing and in the delivery of services that are of the same nature in similar cases, WE will provide the Service, and deliver Reports to the Client, in accordance with:

The specific requests set forth in the agreed OUR Service Request Form or other Client directive have been accepted by US and form part of the Agreement;

Methods WE consider appropriate on a case-by-case basis taking into account professional standards, industry standards, technical and / or governmental grounds or regulatory requirements; and

Any execution dates specified in the OUR Service Request Form or other Client directive have been incorporated into the Agreement (such dates are tentative and timed are not essential to performing Services).

4.2. I, as an independent party, provide information to OUR clients in the form of endorsements, assessments or recommendations, regarding legal requirements, common industry standards and / or any other standards as may be mutually agreed by the Parties.

4.3. WE perform verification, inspection, inspection, certification, testing, evaluation, inspection or analysis activities that are independent, objective and unbiased. This information is communicated to the Client in the form of Reports, including inspection papers, reports, certifications, certifications, labels or by any other suitable form.

4.4. In the provision of the Services, WE do not take the role of designer, architect, builder, contractor, manufacturer, manufacturer, operator, carrier or owner, who, regardless of OUR activities, will not be exempt from any of their obligations of any kind. IN particular, ANY INFORMATION AND RECOMMENDATION WE PROVIDE WILL NOT BE CONSIDERED OR EXPLAINED AS AGREEMENT OR ACCEPTANCE OF SECTION RELATED TO INFORMATION AND RECOMMENDATIONS GIVEN OR SUBSTANCES QUANTITY, POSSIBILITY, OR FITNESS FOR ANY PURPOSE.

4.5. For the avoidance of doubt, WE do not perform the role of an WE insurer or guarantor with respect to adequacy, quality, merchantability, fitness for purpose, compliance or performance. products, services or other activities performed or offered by Customer in connection with the Services.

4.6. The provided Reports relate only to the documents and information provided by the Client. WE assume no liability for any errors, omissions or inaccuracies in the Reports to the extent that WE have received incomplete or erroneous information on the Client side. Reports will identify the results of the Services WE have performed based solely on the written information provided to US as specified in the Customer Information provided to US before implement the service.

4.7. Reports will reflect OUR findings only at the time of service and to Customer Information provided to US prior to service. WE am under no obligation to update Reports after release, unless otherwise specified in the Agreement.

4.8. Unless otherwise specified, WE perform the Services on a random basis and do not typically perform any systematic and comprehensive testing. Therefore, the Service is not considered to be all-encompassing.

4.9. For Services requiring sampling, Reports will present OUR findings only for the samples identified in the Report. Unless specifically and expressly indicated in the Report, the results presented in that Report may not be indicative of or represent the quality or characteristics of the whole sampled lot or lot, and Customer should not rely on the Report as an indication or representative of the batch or product under test in general.

4.10. Unless specifically instructed to the contrary from the Client and incorporated into the scope of the Service under the Agreement, the Reports, including other relevant information and documents, are associated with the facts. WE acknowledge to the extent the instructions received and when appropriate, state OUR opinion on the basis of such facts. WE will not be obliged to refer to or report any incident or situation outside of OUR assigned or mandated specific scope.

4.11. Unless otherwise specifically instructed by the Customer and incorporated into the scope of the Service under the Agreement, documents relating to commitments entered into between the Client and other related parties, such as Contract of sale, contract of supply or employment, letter of credit, bill of lading, specifications, data sheet, acceptance letter, certificate of acceptance or certification of conformity, disclosed to Me, will be treated as reference only, without extending or limiting the scope of the Services or OUR obligations under the Agreement.

4.12. Unless the Parties expressly agree to the contrary, WE may, in OUR sole discretion, choose to withhold, return to Customer or destroy the samples provided to US for the performance of the Service and was not destroyed during the performance of the Service.

4.13. To the extent required by law, stock exchange, governmental authority or for purposes of confirmation requests, WE reserve the right to disclose, and Client agrees to such disclosure, Reports, Customer Information, or any other information relating to the Services for a third party, including (but not limited to) courts, authorities or certification bodies.

5. CUSTOMER OBLIGATIONS

5.1. Customers must:

Cooperate with US on all Services related matters;

Notify US of the date on which the Service will begin, or the date the Service resumes in the event of a suspension, as well as the significant dates that affect the item (s) to which the Service relates (however, time is not essential in performing the Service) if the aforementioned dates have not been agreed upon on the OUR Service Request Form;

Ensuring Me, OUR agents, subcontractors, consultants and workers, on a timely and free basis, access to facilities, office areas, data and other utilities and personnel when WE ask for it;

In addition to commonly available documents such as codes and standards, timely provided to Me, directly or through OUR suppliers or subcontractors, Client Information and other information WE may requirements in order to perform the Services properly and to ensure that the information is accurate in all important respects;

Provide US with all information and details regarding the use or purpose of the items related to the Service to be provided;
Provide Me, OUR agents and representatives all necessary means of transportation, equipment, and access to facilities where the Service will be performed;

Be responsible (at its own expense) for repair and maintenance of facilities associated with the provision of the Services, including identifying, tracking, disassembling and disposing of any hazardous materials currently present. possesses or is potential from any Customer premises in accordance with applicable laws, before and during the time the Services are provided at such facilities;

Take all necessary measures to ensure safe and secure working conditions at the site while performing the Services and to notify US of all safety and health rules and regulations and any any other reasonable security requirements apply to any Customer facility;

Ensure that all Customer Equipment is in good working condition and suitable for the uses associated with the Service and in compliance with all applicable and relevant standards and requirements;

Where necessary, obtain and maintain all necessary licenses and agreements and comply with all applicable laws and regulations relating to the Service, the use of OUR Device, the use of Customer Information, and use Customer's Devices in connection with the Service to the extent that all of Customer's licenses, consent, and laws pertaining to Customer's business, facilities, employees, and equipment are required to before the date the service will begin;

Ensure that all papers, information and documents made available to US by the Client under the Agreement do not and will not infringe, or constitute a breach or misuse of, any patents, copyrights, trademarks, trade secrets, licenses or other intellectual property rights or property rights of any third party; and

Take necessary steps to eliminate or correct any interference or interruption in the performance of the Service.

5.2. It is the client's responsibility to make his or her own independent judgment on information and recommendations from Me. Neither WE nor any of OUR agents warrant the quality, outcome, effectiveness or suitability of any decision or action taken based on the Report provided under the Agreement.

5.3. If performance of OUR obligations under the Agreement is hindered or delayed due to any action, omission, error or negligence of the Client, agents, subcontractors, consultants or employees Customer, WE will not be liable for any costs, costs, or losses that Customer incurs or incurs directly or indirectly arising from such interference or delay.

5.4. The Client is obliged to pay Me, upon request, any reasonable cost, cost or loss WE incur or incur (including, but not limited to, any direct loss, indirect or consequential loss, attorney's fees and costs, loss of profit and loss of reputation, loss or damage to property and losses arising from injury or death of any individual and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from fraud, negligence, failure to perform or delay in performance of any of the Customer's Agreement obligations, subject to WE send written confirmation of such expenses, expenses and losses to the Customer.

5.5. The Customer may not, without OUR prior written consent, at any time from the date of the Agreement to the expiration twelve (12) months after the last date of service provision or termination date. Agree, choose which date to come, solicit or solicit from US or use (or plan to use) any individual who is, or has been, hired as an employee, consultant or subcontractor of WE am in providing Services.

5.6. Client shall maintain at his own expense any relevant policies for a reputable WE insurer to cover potential obligations the Client may have to US in connection with the Agreement.

6. COST AND PAYMENT

6.1. In response to WE providing a Service, Customer will pay a Fee in accordance with this Article 6 unless otherwise agreed by the Parties in writing. Fees and any additional charges do not include applicable taxes.

6.2. Customer must pay in full and all valid invoices sent by US within thirty (30) days of the invoice date.

6.3. Without prejudice to any other rights or remedies WE may have, if the Client fails to pay on time, WE may:

Interest on such overdue from the due date at 1.5% per month, accruing daily and monthly until settlement, either before or after any judgment. ; and
Suspend all Services until full payment has been made.

6.4. Settlement time is of the essence of the Agreement.

6.5. Any amounts payable to US under the Agreement will immediately become due at the termination of the Agreement, regardless of other terms. This Article 6.5 does not affect any right to claim interest under applicable laws and regulations, or any such right under the Agreement.

6.6. Any Report, including reports or accreditation certificates, or any part thereof, shall not be used or relied upon by Customer if, and for as long as Customer has not, paid on time. any valid invoice WE send to the Client the same interest and penalties, if any, have been accrued to such invoice under this Clause 6.

6.7. WE may, without prejudice to any other rights WE may have, set off any Customer debt to US against any of OUR debts to the Client, even if such debt arising under the Agreement, or in any other way.

7. INTELLECTUAL PROPERTY RIGHTS AND DATA PROTECTION

7.1. When providing Customer Information, Client must make available to US Basic Information about his / her IP to reasonably assist US in performing the Service under the Agreement, provided that there are no terms. The Agreement obliges the Customer to act in violation of any confidentiality obligations that the Customer must comply with with any third party. Client grants US and OUR authorized affiliates, agents and subcontractors a non-exclusive, royalty-free license to use such IP Basic Information for the term of the Agreement. for the purpose of performing the Services.

7.2. The Client warrants to all of its knowledge, information and belief that OUR use of Basic Information on IPR when providing the Services will not infringe the Intellectual Property Rights of any third party.

7.3. Customer acknowledges that all intellectual property rights in connection with the performance of the Agreement, including, without limitation, OUR names, service marks, trademarks, inventions, logos and copyrights. and affiliates, (collectively the "Rights") are and will remain solely OUR and OUR affiliates' and Customer's use, except solely to the extent that when the Client gets OUR prior written consent and only in the manner specified by Me. If WE terminate the Agreement under the terms of Clause 10.1 below, any authorization WE have given to the Customer as above will automatically terminate. Customer will not dispute the validity of the Rights nor take actions that would impair the value or credibility associated with OUR trademarks or images or reputations or entities.

7.4. For the avoidance of doubt, each Party's ownership of Basic Information on IPR shall remain with the respective Parties at all times.

7.5. Each Party shall take all necessary steps to ensure that at all times it is operating in accordance with all applicable data protection laws and regulations.

8. OUR SECURITY AND PROPERTY

8.1. Each Party shall not disclose or use for any purpose, whether in any form, confidential knowledge or Confidential Information or financial or business information that that Party may acquire or obtain to the extent execute the Agreement, without the prior written consent of the Party that disclosed the Confidential Information.

8.2. This privacy statement does not apply to any information:

Has been widely disseminated or otherwise made available without the intention of the Party's activities;

Has been owned by the Receiving Party before it is disclosed;

Disclosed to the receiving Party by a third party that obtained the information without obligation to keep it confidential.

Is independently developed or obtained by the receiving Party without using or referring to Confidential Information received from the disclosing Party.

Is disclosed in accordance with the requirements of law, any securities trading regulation, or any binding judgment, order or request by any court or other authority; or

Disclosure to the Recipient's Affiliate on a need-to-know basis.

8.3. Reports are published by US for Customer's own use and will not be published, used for advertising purposes, not copied or copied for distribution to any other person or entity, or otherwise. is disclosed otherwise without OUR prior written consent.

8.4. Each Party is responsible for ensuring that those disclosing Confidential Information under the Agreement will keep such information confidential and will not disclose or disclose such information to any unauthorized person or entity. and will bear full responsibility for any breach of the stated commitment.

8.5. Any materials, equipment and tools, drawings, specifications and data WE provide to Customer (including OUR Devices) will, at all times between US and Customer, be and remain OUR own property, but is safe and at risk by the Client and maintained and in good condition until it is returned to Me, and must not be disposed of or used except as directed and for OUR written permission.

8.6. Upon the expiration or termination of the Agreement for any reason and at the behest of the other Party, each Party will return or destroy all Confidential Information of the other Party which it is in its possession or at that time. provided, however, that nothing in the General Conditions prevents US from maintaining copies of Reports and analyzes in accordance with OUR records and documentation policy as possible. required by law or certification body.

9. LIMITATION OF LIABILITY

9.1. This Article 9 sets forth all of OUR financial responsibilities (including any liability for acts or omissions by affiliates, and employees, agents, consultants. , and OUR subcontractors and OUR affiliates) to Customer about:
Services and Reports;

Any breach of the Agreement;

Any use by Customer of a Service, a Report or any part thereof; and

Any representation, comment or act of harm or omission (including negligence) arising under or in connection with the Agreement.

9.2. ANY OTHER WARRANTIES, ARTICLES AND TERMS THAT ARE UNDERSTANDING IN WRITTEN OR UNCOLLATED LAW, TO THE MAXIMUM PERMITTED BY LAW, ARE EXCLUDED FROM THIS AGREEMENT.

9.3. UNLESS THESE AGREE THESE AGREE INTO WRITTEN WRITING AND THAT DOESN'T AFFECT ANY TERMS THIS GENERAL CONDITIONS OR IN ANY OUR WORK PRODUCT, WITHOUT ANY WARRANTIES OR COMMITMENTS DISCUSSION, EXPRESSLY OR IMPLIED, INCLUDING ANY WARRANTY OF SELLERABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, IS TAKE.

10. TERMINATION

10.1. The Agreement may be terminated by US at any time for which WE am not liable to the Client by giving the Client at least thirty (30) days prior written notice.

10.2. Without prejudice to any other rights or remedies that the Parties may have, each Party may terminate the Agreement by giving the other Party at least seven (7) days' written notice without incurring Which party is responsible to the other Party in the event:

The other party fails to pay any amount due under the Agreement on the due date and remains unpaid fifteen (15) days after the date of written notice of such payment;

When the other Party is in material breach of any provision of the Agreement and (if such breach is remedial) failure to remedy such breach within fifteen (15) days from the date that Party is notified by documents on violations;

When the other Party re-violates any provision of the Agreement in a manner that justifies its opinion that the conduct of that Party is contrary to that Party's intention or ability to render the terms of the Agreement pros take effect;

When the other Party is unable to repay the debt when it is due;

When the other Party is insolvent or has property management (for financial or other reasons), or proceedings relating to insolvency or bankruptcy commenced by that Party or against that Party;

When the other Party assigns or transfers any right or interest in this Agreement except as permitted under this Agreement; or

When the other Party suspends or stops or threatens to suspend or stop the performance of all or most of its business.

10.3. When the Agreement terminates for any reason:

Client will immediately pay US all unpaid invoices and outstanding interest and, for Services provided without billing, WE will invoice and Client payment will be made upon receipt;

Customer must return all OUR Devices. If Customer fails to do this, WE may enter Customer's facilities and retrieve these facilities. Until these facilities are returned to US or retrieved by Me, it is Customer's own responsibility to keep these equipment safe; and

The cumulative legal rights and liabilities of the Parties at the time of termination and the continuation of any specified term will exist or will implicitly exist upon termination, will not be affected.

10.4. Upon termination of the Agreement (no matter how it arises), Articles 7, 8, 9, 19 and 20 will survive and continue to be in full force and effect.

11. ANY RESIST

11.1. For the purposes of this Article 11, “Force Majeure” means an event that occurs beyond the reasonable control of the requesting Party, including without limitation the following facts and circumstances:

Act of war (whether declared or not), armed conflict, civil riot or insurrection, blockade, embargo, rebellion, sabotage, malicious damage, terrorist act or specific threats of such acts or events, or the conditions associated with such acts and events;

Demonstration, strike, lockdown or other industrial disturbance or other labor dispute (whether relating to the workforce of the Restricted Party or of any other Party), or at fault of the supplier or subcontractors;

Disease or plague;

Fire, earthquake, hurricane, storm, flooding, drought, thunder, storm, storm warnings, maritime and aviation hazards, or other natural disasters;

Break, fire, freeze, explode, mechanical damage or other damage or malfunction resulting in the closure of all or part of the requesting Party's facilities;
Change of law, obstruction of government, or take other action or failure to act by any level of government that declares authority to the Agreement or the Parties;

and makes the Client or WE unable to perform all or part of its obligations under the Agreement (other than the obligation to pay the amounts payable to the other Party), which the requesting Party cannot prevent or remedy. by implementing sound forecasts, plans, and practices.

11.2. If, as a result of a Force Majeure event, any Party becomes unable to perform all or part of its obligations under the Agreement except for the obligation to pay due amounts to the other Party, then The notifying Party's case of such event, to the extent and extent that these obligations are affected by such Force Majeure event, shall be suspended for the duration of any incapacity for performance. obligations caused by Force Majeure and within a reasonable period thereafter for the Party to return to the same position as before the Force Majeure event, but the period shall not be longer.

11.3. In the event that WE am prevented for any reason beyond OUR control, including Force Majeure event, preventing or completing the Service, the Client agrees to:

Reimburse US for any charges actually paid or incurred; and

Payment of the fees payable for the Services was actually performed and disclaims US from any responsibility for failure to perform the Services in whole or in part.

The Party declaring the Force Majeure event must notify the other Party of the Force Majeure event within forty eight (48) hours after the events occurred and must continue to notify the other Party of any events. key variable. The notice shall provide the reasonably complete details of the Force Majeure event and also evaluate the time period that the Party may need to remedy the Force Majeure event.

11.5. The Affected Party shall use all reasonable efforts to eliminate and overcome Force Majeure as soon as possible in an economically reasonable manner, but shall not be obliged to resolve any labor disputes. except on terms acceptable to the affected Party, and all such disputes must be resolved at the sole discretion of the affected Party.

12. CHANGE AND CHANGE OF CONTROL

12.1. WE may, from time to time and without notice, change the Service to comply with any applicable legal or safety requirements, provided that such changes do not materially affect the nature, scope, or cost of the Service.

12.2. If WE request a change to the scope of the Service for any other reason, Customer may not refuse or delay approval of such request without good cause.

12.3. Subject to Article 12.1, no change to this Agreement or of these General Conditions or of any other document referred to in the Agreement or in the General Conditions is effective unless made in writing. copy and sign by or on behalf of each of the Parties.

12.4. If at any time Customer wishes to make any changes to the Service or request any service other than and in addition to the Service, Customer shall submit a written request for that. to Me, and the provision of such additional services will be subject to a written agreement between the Parties and under these General Conditions and, in particular, the requirements of Clause 12.5 below.

12.5. In the event of a request to change a Service or an additional Service as set out in Clause 12.4 above, WE will notify Customer of any additional costs or charges due and payable upon replacement. such amendments or modifications, and WE only carry out such modification and modification Services if Customer agrees in writing to the reported charges. Unless otherwise agreed in writing, provision of all such modified and additional services will be subject to the terms of the Agreement, including these General Conditions.

13. DISCLAIMER

13.1 A waiver of any rights under the Agreement is valid only if made in writing and applies only to the circumstances in which a waiver is given. A Party's failure to exercise or delay in exercising any right or remedy under the Agreement or by law shall not constitute a waiver of such right (or any other right) or remedy, nor does it disqualify subtract or restrict your continued exercise of that right or remedy. A single or partial exercise of such right or remedy will not preclude or limit the continued exercise of that right (or any other right) or remedy.

14. LIABILITY

14.1. Where any provision of the Agreement (or any part of any term) is determined by any court or other authority to be invalid, illegal or unenforceable, then that clause or part of that term will, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of other terms of the Agreement will not be affected. If a provision in the Agreement (or part of any term) is determined to be invalid, illegal, or unenforceable, that term will apply with the minimum modifications necessary to the amount becomes legal, valid and enforceable.

15. FULL AGREEMENT

15.1. The Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and communications between the Parties regarding the performance of OUR Services. The General Conditions shall prevail in respect of any terms or conditions set out in the Customer's order or in other communications with Me, unless otherwise agreed by US in writing.

15.2. Each Party acknowledges that, by entering into this Agreement, each Party has not relied on, and will not have, any right or remedy against, any representations, representations, warranties or warranties (whether given by negligence or inadvertent) except for breach of contract as set forth in the Agreement.

15.3. Nothing in this Article 15 limits or excludes any liability for fraud.

16. ASSIGNMENT

16.1. The Client may not, without OUR consent in writing, assign, transfer, pledge, mortgage, subcontract or transact in any way all or any right or meaning. service under the Agreement.

16.2. The Client acknowledges and now expressly agrees that WE may at any time assign, transfer, pledge, mortgage, subcontract or transact in any way all or any right. or any obligation under the Agreement and may subcontract or authorize in any way all or any of its rights or obligations under the Agreement to any third party or agent.

16.3 Each Party has a right under the Agreement to act on its own behalf and not for the benefit of others.

17. NO COOPERATIVE OR AGENT RELATIONSHIP

17.1. Nothing in the Agreement intends, or is to be construed as, to constitute a partnership, joint venture, fiduciary or association between the Parties, nor shall any Party become a party. For any purpose by the other Party. Neither Party is authorized to act as an agent for, or bind to, the other Party in any way.

18. NOTICE

18.1. Notifications or other correspondence and necessary material exchanges for the performance of the Agreement must be duly sent by hand delivery, courier, fax, email or by any other written form. The party agrees in writing.

18.2. These documents will take effect:

If by fax, at the time of the transfer depends on the receipt received;

If delivered in person, on delivery date;

If shipped via courier, three (3) days after mailing date;

If passed by email, after receiving the readable text and after receiving the confirmation received is automatically received electronically.

18.3. This Clause 18 will not apply to the service of any proceeding in the proceeding or to other documents in any proceedings.

19.SHIP DISCLAIMER

19.1. Each Party acknowledges and acknowledges that the Agreement constitutes a commercial transaction, and that the rights and obligations under the Agreement are of a commercial nature and not of a state nature. To the maximum extent that applicable laws and regulations do not prohibit, each Party shall now irrevocably waive on behalf of itself and its property, any and any immunities of jurisdiction, on enforcing the agreement and for any other purpose regardless of form.

20. GOVERNING LAW AND COMPETENCE

20.1. The Agreement, and any dispute or claim arising out of or relating to the Agreement or a subject matter thereof, will be governed by, and construed under, the laws of Vietnam, regardless Legal conflicts may require the application of any other laws.

20.2. The Parties irrevocably agree that the courts of Ho Chi Minh City will have the sole authority to resolve any dispute or claim arising out of or in connection with the Agreement or the principal matter of the Agreement. pros.

21. APPLICATION LANGUAGE

21.1. In case there is a difference in content between the Vietnamese and English versions, We and Customer agree to use the Vietnamese version to explain the content.