DAREN GENERAL CONDITIONS OF SERVICE

1. GENERAL

(a) Unless otherwise agreed in writing or except where they are at variance with (i) the regulations governing services performed on behalf of governments, government bodies or any other public entity or (ii) the mandatory provisions of local law all offers or services and all resulting contractual relationship(s) between any of the affiliated companies of DAREN or any of their agents (each a “company”)and client (the “contractual relationship(s)”) shall be governed by these general conditions of service (hereinafter the “General Conditions”).

(b) The Company may perform services for persons or entities (private, public or governmental) issuing instructions (hereinafter, the “Client”).

(c) Unless the company receives prior written instructions to the contrary from client, no other party is entitled to give instructions, particularly on the scope of the services or the delivery of report or certificates resulting therefrom (the “Report of Findings”).Client hereby irrevocably authorizes the Company to deliver Report of Findings to a third party where so instructed by Client or, at its discretion, where it implicitly follows from circumstances, trade custom usage or practice.

2. PROVISION OF SERVICES

(a) The Company will provide services using reasonable care and skill and in accordance with Client`s specific instructions as confirmed by the Company or, in the absence of such instructions:

(1) the terms of any standard order form or standard specification sheet of the Company ;and/or

(2) any relevant trade custom usage or practice; and/or

(3) such methods as the Company shall consider appropriate on technical, operational and/or financial grounds.

(b) Information stated in Reports of Findings is derived from results of inspection or testing procedures carried out in accordance with the instructions of Client, and/or our assessment of such results on the basis of any technical standards, trade custom or practice, or other circumstances which should in our professional opinion be taken into account.

(c) Reports of Findings issued further to the testing of sample contain the Company`s opinion on these samples only and do no express any opinion upon the lot from which the samples were drawn.

(d) Should Client request that the Company witness any third party intervention, Client agrees that the Company`s sole responsibility is to be present at the time of the third party`s intervention and to forward the result, or confirm the occurrence, of the intervention. Client agrees that the Company is not responsible for the condition or calibration of apparatus, instruments and measuring device used, the analysis methods applied, the qualifications actions or omissions of third party personal or the analysis results.

(e) Reports of Findings issued by the Company will reflect the fact as recorded by it at the time of its intervention only and within the limits of the instructions received or, in the absence of such instructions, within the limits of the alternative parameters applied as provided for in clause 2(a). The Company is under no obligation to refer to, or report upon, any facts or circumstances which are outside the specific instructions received or alternative parameters applied.

(f) The Company may delegate the performance of all part of the services to an agent or subcontractor and Client authorizes Company to disclose all information necessary for such performance to the agent or subcontractor.

(g) Should Company receive documents reflecting engagements contracted between Client and third parties or third party documents, such as copies of sale contracts, letters of credit, bills of lading, etc, they are considered to be for information only, and do no extend or restrict the scope of the services or the obligations accepted by the Company.

(h) Client acknowledges that the Company, by providing the services, neither takes the place of Client or any third party, or releases them from any of their obligations, nor otherwise assumes, abridges abrogates or undertakes to the discharge any duty of Client to any third party or that of any third party to Client.

(i) All samples shall be retained for a maximum of 3 months after the issue of inspection or lab report or such other shorter time period as the nature of the sample permits and then returned to Client or otherwise disposed of at the Company`s discretion; All products shall be freely retained for 10 days after the issue of inspection or lab report or other time limit agreed, and shall be retained for maximum 30 days after the issue of inspection or lab report or other time limit agreed and then returned to Client or otherwise disposed of at the Company`s discretion.   After the above mentioned retention time limits the Company shall cease to have any responsibility for such samples and products. Storage of samples and products for more than free retention time shall incur a storage charge payable by Client. Client will be billed a handing and freight fee if samples and products are returned. Special disposal charges will be billed to Client if incurred.

3. OBLIGATIONS OF CLIENT

The client will:

(a) ensure that sufficient information, instructions and documents are given in due time(and, in any event not later than 48 hours prior to the desired intervention) to enable the required services to be performed.

(b) procure all necessary access for the Company`s representatives to the premises where the services are to be performed and take all necessary steps to eliminate or remedy any obstacles to, or interruptions in, the performance of the services;

(c) Supply, if required, any special equipment and personal necessary for the performance of the services;

(d) ensure that all necessary measures are taken for safety and security of work conditions ,sites and installations during the performance of services and will not rely, in this respect, on the Company`s advice whether required or not;

(e) inform Company in advance of any known hazards or dangers, actual or potential, associated with any order or samples or testing including, for example, presence or risk of radiation, toxic, or noxious or explosive elements or materials, environmental pollution or poisons;

(f) Fully exercise all its rights and discharge all its liabilities under any relevant sales or other contract with a third party and at law.

4. FEES AND PAYMENT

(a) Fees not established between the Company and Client at the time the order is placed or a contract is negotiated shall be at the Company`s standard rates (which are subject to change) and all applicable taxes shall be payable by Client.

(b) Unless a shorter period is established in the invoice, Client will promptly pay not later than 30 days from the relevant invoice date or within such other period as may be established by the Company in the invoice (the “Due day”) all fees due to the Company failing which interest will become due at a rate of 1.5% per month (or such other rate as may be established in the invoice) from the Due Date up to and including the date payment is actually received.

(c) Client shall not be entitled to retain or defer payment of any sums due to the Company on account of any dispute, counter claim or set off which it may allege against the Company.

(d) Company may elect to bring action for the collection of unpaid fees in any count having competent jurisdiction.

(e) Client shall pay for all of the Company`s collection costs, including attorney`s fees and related costs.

(f) In the event any unforeseen problems or expenses arise in the course of carrying out the services the Company shall endeavour to inform Client and shall be entitled to charge additional fees to cover extra time and cost necessarily incurred to complete the services.

(g) If the Company is unable to perform all or part the services for any cause whatsoever outside the Company`s control including failure by Client to comply with any of its obligations provided for in clause 3 above the Company shall nevertheless be entitled to payment of:

(1) the account of all non-refundable expenses incurred by the Company; and

(2) a proportion of the agreed fee equal to the proportion of the services actually carried out.

5. SUSPENSION OR TERMINATION OF SERVICES

The Company shall be entitled to immediately and without liability either suspend or terminate provision of the services of the events of:

(a) failure by the client to comply with any of its obligation hereunder and such failure is not remedied within 10 days that notice of such failure has been notified to Client; or

(b) any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by Client.

6. LIABILITY AND INDEMNIFICATION

(a) Limitation of liability:

(1) The Company is neither an insurer nor a guarantor and disclaims all liability in such capacity. Clients seeking a guarantor against loss and damage should obtain appropriate insurance.

(2) Report of Findings are issued on the basis of information, documents and/or samples provided by, or on behalf of, Client and solely for the benefit of Client who is responsible for acting as it sees fit on the basis of such Report of Findings. Neither the Company nor any of its officers, employees, agents or subcontractors shall be liable to Client nor any third party for any actions taken or not taken on the basis of such Report of Findings nor for any incorrect results arising from unclear, erroneous, incomplete, misleading or false information provided to the Company.

(3) The Company shall not be liable for any delayed, partial or total non-performance of the services arising directly or indirectly from any event outside the Company`s control including failure by Client to comply with any of its obligations hereunder.

(4) The liability of the Company in respect of any claim for loss, damage or expense of any nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to times the amount of the fee paid in respect of the specific service which gives rise to such claim or US$20,000 (or its equivalent in local currency ), whichever is the lesser.

(5) The Company shall have no liability for any indirect or consequential loss including without limitation loss of profits, loss of business, loss of opportunity, loss of goodwill and cost of product recall. It shall further have no liability for any loss, damage or expenses arising from the claims of any third party (including, without limitation, product liability claims) that may be incurred by the Client.

(6) In the event of any claim, Client must give written notice to the Company within 30 days of discovery of the facts alleged to justify such claim and, in any case, the Company shall be discharged from all liability for all claims for loss, damage or expense unless suit is brought within one year from:

i. The date of performance by the Company of the service which gives rise to the claim, or

ii. The date when the service should have been completed in non-performance.

(b) Indemnification: Client shall guarantee, hold harmless and indemnify the Company and its officers, employees, agents or subcontractors against all claims (actual or threatened) by any third party for loss, damage or expense of whatsoever nature including all legal expenses and related costs and howsoever arising relating to the performance, of any services.

7. CONFIDENTIALITY

(a) Where a party (the Receiving Party) obtains Confidential Information of the other party (the Disclosing Party) in connection with this Agreement (whether before or after the date of this Agreement) it shall, subject to Clauses 7.2 to 7.4:

(1) keep that Confidential Information confidential, by applying the standard of care that it uses for its own Confidential Information;

(2) use that Confidential Information only for the purposes of performing obligations under this Agreement; and

(3) not disclose that Confidential Information to any third party without the prior written consent of the Disclosing Party.

(b) The Receiving Party may disclose the Disclosing Party's Confidential Information on a "need to know" basis:

(1) to any legal advisers and statutory auditors that it has engaged for itself;

(2) to any regulator having regulatory or supervisory authority over its business;

(3) to any director, officer or employee of the Receiving Party provided that, in each case, the Receiving Party has first advised that person of the obligations under Clause 7.1 and ensured that the person is bound by obligations of confidence in respect of the Confidential Information no less onerous than those set out in this Clause 7; and

(4) where the Receiving Party is Daren, to any of its subsidiaries, affiliates or subcontractors.

(b) The provisions of Clauses 7.1 and 7.2 shall not apply to any Confidential Information which:

(1) was already in the possession of the Receiving Party prior to its receipt from the Disclosing Party without restriction on its use or disclosure;

(2) is or becomes public knowledge other than by breach of this Clause 7;

(3) is received by the Receiving Party from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or

(4) is independently developed by the Receiving Party without access to the relevant Confidential Information.

(c) 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 a reasonable opportunity to prevent the disclosure through appropriate legal means.

(d) Each party shall ensure the compliance by its employees, agents and representatives (which, in the case of Daren, includes procuring the same from any sub-contractors) with its obligations under this Clause 7.

(e) No license 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.

(f) With respect to archival storage, the Client acknowledges that Daren may retain in its archive for 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. MISCELLANEOUS

(a) If any one or more provisions of these General Conditions are found to be illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(b) During the course of the providing the services and for a period of one year thereafter Client shall not directly or indirectly entice, encourage or make any offer to Company`s employees to leave their employment with the Company.

(c) Use of the Company`s corporate name or registered marks for advertising purposes is not permitted without the Company`s prior written authorisation.

9. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

Unless specifically agreed otherwise, all disputes arising out or in connection with Contractual Relationship(s) hereunder shall be governed by the substantive laws of China exclusive of any rules with respect to conflicts of laws and be finally settled under the Rules of Xiamen Arbitration Committee by one or more arbitrators appointed in accordance with the said rules. The arbitration shall take place in Xiamen (China) and be conducted in the Chinese language.