DQS United States Business General Terms

1. Scope

This Agreement applies to all quotes, purchase orders, schedules, addendums, and work orders agreed between DQS and Client, unless otherwise agreed in writing.

DQS evaluates the processes and/or management systems of the Client, or parts thereof, with the goal of determining conformity with agreed requirements or standards, including the effectiveness of the system.

The DQS Audit and Certification Regulations form an integral part of this Agreement. The Client acknowledges that applicable requirements may change and agrees to comply with the current version.

2. Liability and Mutual Indemnification

The findings of DQS represent its professional judgment, given with due consideration to the limitations of practical operation. DQS does not guarantee that its findings will be recognized or accepted by third parties.

DQS does not assume responsibility for the Client’s obligations toward any third party.

To the fullest extent permitted by law, each party agrees to release, defend, indemnify, and hold harmless the other party, including its officers, employees, and agents, from all claims arising from property damage, bodily injury, or death, except in cases of gross negligence or willful misconduct.

Client agrees to indemnify and hold DQS harmless against any claims arising from misuse of certification marks, the DQS name, or audit-related information.

In no event shall either party be liable for consequential, incidental, or special damages. DQS’s total liability shall not exceed the annual fees paid by the Client for DQS services.

3. Scheduling Appointments

Audits shall be scheduled at the mutual convenience of both parties within applicable timeframes.

If the Client cancels an audit 30 days or less prior to the scheduled date, and the assessor cannot be reassigned, the Client shall pay a fee equal to 50% of the scheduled audit.

Unrecoverable travel expenses incurred in preparation for the audit will also be charged.

4. Services, Calculation of Effort, Prices and Terms of Payment

Audit planning is based on factors including complexity, processes, number of employees, and applicable requirements. Audit duration is agreed in writing and calculated in audit days (8 hours per day).

Prices include standard audit activities but exclude travel and certain additional services, which are charged separately.

Invoices are issued following each stage and are due for payment in full within 10 days from the invoice date, without deductions.

If payment is not made within this period, DQS is entitled to charge interest at 12% per annum, plus all costs of collection, including reasonable attorney’s fees.

5. Certification and Use of Marks

If the Client’s management system is found to conform to applicable requirements, a certificate will be issued.

Certification marks may be used only within the certified scope and validity period and must not imply product conformity.

The Client acknowledges that all certification marks are the sole property of DQS, and no ownership rights are granted.

DQS retains full authority over the correct use of marks.

6. Duration and Termination

This Agreement remains in force until terminated.

The Client may terminate the Agreement with at least 60 days’ prior written notice.

DQS is entitled to payment for all services performed and expenses incurred prior to termination.

DQS may suspend or terminate certification in case of non-compliance, misuse of marks, or breach of obligations.

7. Jurisdiction, Arbitration and Applicable Laws

This Agreement shall be governed by the laws of the State of Delaware.

Disputes shall be decided by a court of competent jurisdiction in the State of Illinois.

All disputes shall be submitted to binding arbitration pursuant to the Federal Arbitration Act.

8. Miscellaneous

This Agreement, together with the DQS Audit and Certification Regulations and related documents, constitutes the entire agreement and supersedes all prior agreements.

The applicable DQS Audit and Certification Rules can be found here: DQS - DQS Auditing and Certification Rules

Any amendments must be made in writing and signed by both parties.

No waiver of any provision shall constitute a waiver of any other provision.

If any provision is invalid, the remaining provisions shall remain in full force.

DQS acts as an independent contractor. No partnership or joint venture is created.

This Agreement may not be assigned by the Client without prior written approval by DQS.