Agreement to these terms
These Terms of Service govern the relationship between HongKong CNGR Zhongheng New Energy Co., Limited and any person or business that books a module order, requests a certification run, arranges a dispatch or attends a quarter order review. The company is referred to in these terms as the Company, and the person or business making use of the services is referred to as the Client.
By requesting a service from the Company, the Client accepts these terms. Where a Client represents a business, the Client confirms that the person making the request has the authority to bind that business. A Client who does not accept these terms should not request a service and should raise any concern with the Company before proceeding.
These terms apply together with any specific written agreement signed by the Company and the Client. Where a signed agreement conflicts with these terms, the signed agreement takes priority for the matter it addresses. Where there is no signed agreement, these terms are the complete statement of the conditions that apply.
Definitions
Several terms are used throughout these terms with a specific meaning. The definitions below apply wherever the term appears, whether in the singular or the plural.
- Hall means the cell stack hall operated by the Company at Rm 1911 Lee Garden One, 33 Hysan Ave, Causeway Bay, Hong Kong - 999077, Hong Kong (HK).
- Service means any of the six intake services described in these terms and on the Company services page.
- Bay slip means the record printed at a module order bay that fixes the tray count, stack height and target dispatch quarter.
- Run sheet means the record of a certification run, filed by batch number.
- Logistics note means the note written at the dispatch desk for a movement of packs.
- Pack means a sealed unit of trays prepared for dispatch.
- Batch means a group of modules certified together on a single run.
- Quarter review means the review that compares bay slips, run sheets and logistics notes at the end of a quarter.
A reference to writing includes email and any other durable form of written communication. A reference to a working day means a day other than a Saturday, a Sunday or a public holiday in Hong Kong.
The services we provide
The Company provides six intake services at the hall. The services are module order bays, batch certification runs, logistics note desks, pack line checks, sample dispatch windows and quarter order reviews. Each service is described in detail on the Company services page, and the description on that page forms part of these terms.
The services are designed to work together. A module order is booked at a bay, certified on a run, checked on the pack line, noted at the dispatch desk, sent as a sample where required and reviewed at the end of the quarter. A Client may request only some of these services, but a pack cannot be dispatched without a completed certification run and a completed pack line check.
The Company may add, change or withdraw a service from time to time. Where a change affects a booking that has already been accepted, the Company will tell the Client in writing and will offer a reasonable alternative. The Company will not withdraw a service in a way that leaves an accepted booking without a fair outcome.
Booking and bay slips
A booking is made when the Client supplies a tray count, a stack height range and a target dispatch quarter, and the Company accepts the request at a module order bay. The Company confirms acceptance by issuing a bay slip to the Client. A bay slip is a booking record, and it is not a guarantee of a dispatch date.
The Client is responsible for the accuracy of the information supplied at the bay. Where a tray count or a stack height is later found to be wrong, the Client must tell the Company promptly, and the Company will issue a revised bay slip. A revised slip replaces the earlier slip for future work, but the earlier slip remains part of the review record.
The Company may decline a booking where the request cannot be met with the resources available, where the request falls outside the services the Company provides, or where accepting the request would conflict with an existing obligation. When a booking is declined, the Company will explain the reason in writing where it is able to do so.
A booking does not transfer ownership of any module, tray or pack to the Client until the conditions in the title and risk section are met.
Certification runs
A certification run is performed on a test stand in the hall. The Company takes three readings for each batch: a first reading before adjustment, a second reading after adjustment, and a third reading that confirms the stand after the batch is removed. All three readings are written on the run sheet, in order, with the time beside each line.
Where a reading is unexpected, the Company completes the run and notes the deviation in the margin of the run sheet. The Company does not cancel a run in order to remove an inconvenient reading. The Client is entitled to see the deviation note, and the note is part of the record that supports a later quarter review.
The Company certifies only batches that it has tested on its own stand. A certification performed elsewhere is not filed against the hall. Where a Client supplies an outside certification, the Company keeps it as a reference document only and requires a fresh run before a pack can be dispatched. This rule protects the integrity of the run sheet and is applied without exception.
A run sheet is filed by batch number rather than by order number. The Client should therefore keep the batch number that the Company issues, because the batch number is the key used to answer any later question about what was measured.
Pack line checks
Every pack is checked on the line before it closes. The check confirms the seal, the label, the tray fit and the printed count. The line checker signs the check sheet beside the pack number, and the check sheet is retained with the other records of the order.
A pack that fails a check is returned to the bay. The Company will correct the pack where it can and will tell the Client where the correction affects the booking. Where a pack cannot be corrected within the booked quarter, the Company will discuss a revised quarter with the Client and will record the change on a new bay slip.
The printed count on the outside of a pack must match the number of trays inside. A mismatch is treated as a failed check, even where the trays themselves are correct, because the printed count is the figure a carrier and a client rely on. The Company will not release a pack with a known count mismatch.
Logistics notes and dispatch
The Company writes one logistics note for each movement of packs. The note names the carrier, the route, the pack count and the handover contact. The note is written before the pack reaches the door, and a copy is handed to the carrier at handover. The Company keeps a bound copy of every note.
The Client is responsible for supplying accurate carrier and handover information. Where the information changes after a note is written, the Client must tell the Company before the pack leaves the door. The Company will record the change beside the original line on the note and will initial the change. The original line is not overwritten.
Once a pack has been handed to the carrier, the carrier is responsible for the movement. The Company will help a Client to trace a pack and will provide the relevant logistics note on request, but the Company does not control the carrier and is not responsible for a delay or a loss caused by the carrier. A Client who wishes to insure a movement should arrange that insurance directly.
The Company will not hand a pack to a carrier that is not named on the logistics note. Where a Client wishes to change the carrier at the door, the Company will write a new note and will treat the original note as cancelled, with a cross reference to the new note.
Sample dispatch windows
A sample is released only inside a booked dispatch window. The dispatch list for a window is final before the window opens. A sample that is not ready when its window opens moves to the next available window, and the Company will tell the Client on the same working day.
Samples are drawn from certified batches only. The Company checks the batch number against the run sheet before releasing a sample, and it encloses a copy of the relevant run line in the sample pack. This practice lets the recipient see what was measured before deciding how to use the sample.
A Client that needs a sample outside a scheduled window may ask the review room to open an extra window. The Company will consider the request against its run schedule and its carrier arrangements, and it will confirm the outcome in writing. An extra window is not guaranteed, and the Company may decline a request where it cannot be met without disturbing a booking that has already been accepted.
Quarter order reviews
The quarter order review compares three record sets: bay slips, run sheets and logistics notes. The Company conducts the review at the end of each quarter and reports any gap between the three sets to the Client, together with a short explanation of the cause.
A gap is treated as information rather than as a fault. Where a gap is found, the Company will propose a correction, and the correction will be recorded against the original entries. The Client is entitled to a written summary of the review, whether or not the Client attends in person.
The review room keeps a printed copy of the current ledger structure, signed by the clerk who made the last change. That copy is the reference used when a question arises about what a field meant at a given time. A Client who disputes the meaning of a field may ask to see the signed copy, and the Company will make it available during a review.
The Client should raise any question about a quarter within a reasonable period after the review summary is sent. The Company will keep the underlying slips and sheets for the retention period described in its privacy policy and will use them to answer a later question, but a question raised promptly is easier to resolve.
Client responsibilities
The Client is responsible for the accuracy of the information it supplies and for telling the Company promptly when that information changes. The Client is also responsible for ensuring that any module, tray or pack it sends to the hall is safe to handle and is accompanied by the information the Company needs to perform the service.
- Supply a correct tray count, stack height range and target quarter at the bay.
- Keep the batch number issued by the Company and quote it in later correspondence.
- Confirm the carrier, route and handover contact before a pack reaches the door.
- Tell the Company at once if a booked sample cannot be ready for its window.
- Attend a quarter review where the booking requires attendance, or nominate a representative.
- Comply with the safety instructions given at the hall during a visit.
A Client who fails to meet these responsibilities may cause a delay to its own booking. The Company will not treat a delay caused by missing information as a breach of these terms, and it may move a booking to a later quarter where the delay cannot be absorbed.
Fees and payment
The fees for the services are set out in the quotation or order confirmation issued to the Client. A bay slip records the booking but does not by itself set the fee, because the fee depends on the certification run and the dispatch window that follow. The Company will confirm the fee in writing before a run begins.
Unless the quotation states otherwise, an invoice is payable within the period shown on the invoice. The Company may suspend work on an account where an invoice is overdue, and it will give the Client written notice before suspending a booking that is in progress. The Company will release a pack only when the fee for the relevant services has been settled, unless the Client has agreed other terms in writing.
Fees are exclusive of any tax that applies, unless the quotation states otherwise. A Client that is required to withhold tax from a payment should tell the Company in advance so that the correct documents can be issued.
Cancellation and rescheduling
A Client may cancel a booking by written notice to the Company. Where a booking is cancelled before a certification run has begun, the Company will refund any fee paid for the run, less the cost of work already performed. Where a booking is cancelled after a run has begun, the Company may charge for the run in full, because the stand time has been used.
A Client may ask to reschedule a booking to a later quarter. The Company will accommodate a reschedule where the run schedule and the dispatch windows allow it, and it will confirm the new quarter on a revised bay slip. A reschedule that is requested late may attract a charge for stand time that cannot be recovered.
The Company may cancel or reschedule a booking where it cannot perform the service for reasons outside its control. In that case the Company will tell the Client as soon as it can, will offer a new date, and will refund any fee paid for work that was not performed.
Title, risk and delivery
Title to a pack passes to the Client when the Company has received payment in full for the services connected with that pack and has handed the pack to the carrier named on the logistics note. Risk in the pack passes to the Client at the same moment, unless the quotation states otherwise.
Where a Client collects a pack from the hall in person, title and risk pass when the pack is handed over at the dispatch door and the Client signs for it. The Client should inspect the pack at the door and should tell the Company at once if the pack appears damaged.
The Company is not responsible for a pack after it has been handed to a carrier or collected by a Client. Any claim about damage or loss in transit should be made to the carrier. The Company will provide the logistics note and any relevant check sheet to help the Client pursue the claim.
Records and record integrity
The Company keeps records of the work it performs. The records are bay slips, run sheets, pack line check sheets and logistics notes. These records are created as the work happens, and they are not rewritten later to match a different account of events.
Where a record must be corrected, the correction is written beside the original entry and initialled by the person who made it. The original entry remains legible. This practice allows a reviewer to see both the original entry and the correction, which is more useful than a clean record that hides how a mistake was made.
A Client may ask for a copy of a record that relates to its own booking. The Company will provide the copy, subject to the privacy policy and to any obligation of confidence owed to another party. Where part of a record relates to another party, the Company may remove that part and will explain why it was removed.
The Client must not alter a record supplied by the Company and must not present an altered copy as an original. Where a Client needs a certified copy of a record, the Company will provide one on request and will confirm that the copy matches the record held at the hall.
Limitation of liability
The Company provides its services with reasonable skill and care. Nothing in these terms excludes or limits the liability of the Company for death or personal injury caused by the negligence of the Company, for fraud, or for any other liability that cannot be excluded by law.
Subject to the paragraph above, the Company is not liable for a loss that is not a foreseeable result of a breach of these terms. A loss is foreseeable where it was contemplated by the Company and the Client at the time the booking was accepted. The Company is not liable for a loss of profit, a loss of business, a loss of opportunity or a loss of goodwill.
The total liability of the Company for a claim connected with a booking is limited to the fee paid for the services connected with that booking. Where no fee has been paid, the liability is limited to a reasonable sum that reflects the work performed.
The Company is not liable for a delay or a failure caused by a carrier, by a supplier, by a defect in goods supplied by the Client, or by an event outside the reasonable control of the Company. The Company will use reasonable efforts to reduce the effect of such an event and will keep the Client informed.
Indemnity
The Client will indemnify the Company against any loss, claim or cost that the Company incurs as a result of a breach of these terms by the Client, of inaccurate information supplied by the Client, or of a failure by the Client to comply with a safety instruction at the hall.
The indemnity covers the reasonable cost of defending a claim, including legal fees, and the cost of any settlement that the Company agrees with the written consent of the Client. The Company will tell the Client promptly about a claim that may fall within the indemnity and will allow the Client to take part in the defence where it is reasonable to do so.
The Client is not required to indemnify the Company for a loss caused by the negligence of the Company. The indemnity operates only to the extent that the loss is attributable to the Client.
Confidentiality
Each party will keep confidential the information of the other party that is not in the public domain, and will use that information only for the purpose of the services. This obligation does not apply to information that is already public, that is independently developed without reference to the other party, or that must be disclosed by law.
The Company treats the order information and the certification readings of a Client as confidential. It does not disclose them to another client and does not use them in a marketing update. Where the Company shares information with a carrier or a certification partner, it shares only what is needed for the service and asks the recipient to keep the information confidential.
The confidentiality obligation continues after a booking has ended. It does not prevent the Company from keeping the records it needs for a quarter review or from complying with a legal obligation.
Intellectual property
The Company owns the design of its hall, its ledgers, its run sheets, its check sheets and its logistics notes, together with the text and layout of its website. A Client does not acquire any right in those materials by booking a service.
A Client may use a record supplied by the Company for its own business purposes, including showing the record to an auditor or a customer. A Client may not copy the Company record format for use in another business, and may not present the Company format as its own design.
Where a Client supplies a document for use in a booking, the Client confirms that it has the right to share the document. The Company will use the document only for the service and will return or destroy it when the service is complete, unless the law requires the Company to keep it.
Force majeure
The Company is not liable for a failure or delay in performing a service where the failure or delay is caused by an event outside its reasonable control. Such an event may include a natural disaster, a fire, an epidemic, a strike, a failure of a public utility, a change in law or a restriction on movement imposed by an authority.
Where a force majeure event occurs, the Company will tell the Client as soon as it can and will take reasonable steps to reduce the effect of the event. The parties will discuss a revised date, and the Company will refund any fee paid for work that was not performed.
Where a force majeure event continues for a long period, either party may end the affected booking by written notice. The ending of a booking under this section does not affect a right that has already arisen, such as a right to payment for work already performed.
Termination
Either party may end a booking by written notice where the other party commits a material breach of these terms and does not correct the breach within a reasonable period after being asked to do so. The Company may also end a booking where a Client behaves in a way that puts the safety of the hall or its staff at risk.
Where a booking is ended, the Client must pay for the services performed up to the date of ending, and the Company will refund any fee paid for services that will not be performed. The Company will release any pack that has been paid for and that is ready for dispatch, subject to the other conditions in these terms.
A provision of these terms that is intended to survive the ending of a booking continues to apply. The provisions on confidentiality, intellectual property, limitation of liability, indemnity and governing law are among those that survive.
Governing law and disputes
These terms are governed by the laws of Hong Kong. The parties agree that the courts of Hong Kong have exclusive jurisdiction to settle a dispute that arises from these terms or from a booking, unless the parties agree otherwise in writing.
Before starting a court action, the parties will try to settle the dispute by discussion. A party that wishes to raise a dispute should write to the other party with a short description of the issue and the outcome it seeks. The parties will meet within a reasonable period and will attempt to resolve the matter in good faith.
Where a dispute cannot be settled by discussion, the parties may agree to refer the matter to mediation before starting a court action. A mediation does not prevent a party from applying to a court for an urgent order where that is necessary to protect its position.
General provisions
These terms, together with any signed agreement and the Company services page, form the complete agreement between the parties on the subject matter. A statement made before a booking is accepted does not form part of the agreement unless it is recorded in writing.
If a provision of these terms is found to be invalid or unenforceable, the remaining provisions continue to apply. The invalid provision will be replaced by a valid provision that comes closest to the intended effect.
A failure by a party to enforce a provision does not amount to a waiver of that provision. A waiver must be given in writing and applies only to the matter for which it is given.
A party may not transfer its rights or obligations under these terms without the written consent of the other party, except where the transfer is part of a sale of the whole business of that party.
A person who is not a party to these terms has no right to enforce a provision of these terms. A notice given under these terms must be in writing and sent to the address or email address shown on the booking or on the Company website.
Contact details
A question about these terms may be sent to HongKong CNGR Zhongheng New Energy Co., Limited at Rm 1911 Lee Garden One, 33 Hysan Ave, Causeway Bay, Hong Kong - 999077, Hong Kong (HK). The Company can be reached by email at orders@cngrzhongheng.mom and by telephone on +17432668256 during business hours.
The Company answers enquiries from Monday to Friday, 9:00 to 18:00 Hong Kong time. A question about an active booking should quote the bay slip number or the batch number so that the Company can locate the record quickly.
These terms are issued by the Company and are reviewed from time to time. The current version is always the one published on the Company website. A Client who continues to use the services after a revision takes effect is treated as accepting the revised terms.