1.Preamble
1.1 The Bureau of Standards, Metrology and Inspection (BSMI)
under the jurisdiction of the Ministry of Economic Affairs,
having its address at: 4 Chinan Road, Section 1, Taipei,
100, Taiwan, Republic of China, and the PSB Certification
Pte Ltd, Singapore, having its principal place of business
at: 3 Science Park Drive, #03-12 PSB Annex, Singapore
118223.
1.2 Both parties conduct assessments of their clients' quality
management systems and register such systems in accordance
with international standards and requirements.
1.3 Both parties recognize the need to effectively respond to
requests for registration of quality management systems and
to minimize the costs and burdens on clients requesting such
registration. This MoU outlines the arrangements between the
BSMI and the PSB Certification to facilitate the process of
assessing and registering quality management systems.
2.Purpose
2.1 This MoU is created to provide a mechanism whereby the BSMI
and the PSB Certification will cooperate to respond
efficiently to requests for registration and to minimize
costs and burdens on clients in the assessments and
registration of quality management systems according to the
International Organization for Standardization's latest ISO
9001 standard and other comparable standards in Taiwan and
Singapore. When current versions of standards are changed,
both parties agree to allow a grace period for the
application of a new version.
3.Scope
3.1 Both the BSMI and the PSB Certification intend to offer
their services to clients to evaluate and register their
quality management systems.
3.2 This MoU applies to the following two situations:
3.2.1 Clients seeking registration of their quality management
systems from both parties.
3.2.2 Quality management systems first registered by one party
to this MoU may be recognized for joint registration by
the other party subject to reasonable verification and
investigation of the particular registration conducted
pursuant to this MoU.
3.3 Upon successful completion of an assessment, the party
performing the assessment shall share the results of its
work with the other party for the purpose of the other party
issuing its certificate of registration. Each party reserves
the right to comment on or request additional information
before accepting the results of the other's assessment.
4.Training and Qualifications
4.1 Lead Assessors and Assessors must meet the minimum criteria
in accordance with currently accepted practices and
guidelines as followed by other qualified Registrars and
other international standards and practices.
5.Joint Application and Assessment Procedures
5.1 Separate applications and related information will be
required from the clients for both the BSMI and the PSB
Certification registration programs. Either party may accept
application forms and related information on the other's
behalf, provided such information is in accordance with both
parties' registration programs.
5.2 A client should apply for registration to the registrar
located in their home country. This party in the home
country receiving the application shall be the Primary
Registrar and shall be responsible for assessment and
surveillance. The other party may send its personnel to
participate in the assessment and surveillance as an
observer in order to inspect the on-site operation after
obtaining written consent from the other party.
5.3 A client seeking registration must submit documents
describing its quality management systems to the Primary
Registrar.
5.4 The Lead Assessor of the assessment team will schedule a
visit with a client seeking registration at a time mutually
convenient for both the client and the assessment team. The
Lead Assessor will also be responsible for the coordination
of arrangements, paperwork, etc., between the parties. All
such arrangements must be mutually acceptable to each party.
5.5 Each party shall have the right to conduct the necessary
verification and investigation for its registration and
shall have the right to determine its registration process.
6.Certificates
6.1 Each party shall be responsible for issuance and control of
its certificate of registration.
6.2 In the event that joint registration is in effect, each
party will notify the other if the client's use or display
of the other's certificate of registration and mark(s) is
improper.
7.Surveillance Visits
7.1 Follow-up visits shall be conducted by the Primary
Registrar.
7.2 In the event of joint registration, routine follow-up visits
will be regularly scheduled and conducted annually.
8.Financial Considerations
8.1 Each party will independently determine and administer the
financial charges associated with its assessment and
registration. Accordingly, each party shall separately
invoice the client seeking registration for its charges for
the assessment and registration. Each party shall bear its
own costs and expenses incurred in the assessment and
registration.
9.Indemnification
9.1 The BSMI shall indemnify and hold harmless the PSB
Certification, its successors and assignees, directors,
officers, agents, and employees against any and all damages,
claims, losses, liabilities, expenses, fines, penalties, or
suits of whatever nature, from third parties which may,
solely by an act or omission of the BSMI, arise as a causal
consequence out of: (i) any breach or violation of this MoU
by the BSMI; (ii) any negligent, fraudulent, defective, or
delayed performance of BSMI's obligations under this MoU;
and (iii) any negligent or willful misrepresentation in any
certificate or document delivered in conjunction with this
MoU by the BSMI which is not caused by the PSB
Certification. Said indemnification also shall include all
legal fees and defense expenses incurred by the indemnitee.
9.2 The PSB Certification shall indemnify and hold harmless the
BSMI, its successors and assignees, directors, officers,
agents, and employees, and the R.O.C. government and the
employees of the R.O.C. government, against any and all
damages, claims, losses, liabilities, expenses, fines,
penalties, or suits of whatever nature, from third parties
which may, solely by an act or omission of the PSB
Certification, arise as a causal consequence out of: (i) any
breach or violation of this MoU by the PSB Certification;
(ii) any negligent, fraudulent, defective, or delayed
performance of PSB Certification's obligations under this
MoU; and (iii) any negligent or willful misrepresentation in
any certificate or document delivered in conjunction with
this MoU by the PSB Certification which is not caused by the
BSMI. Said indemnification also shall include all legal fees
and defense expenses incurred by the indemnitee.
9.3 Upon obtaining knowledge of facts which, at the sole
discretion of the PSB Certification or the BSMI (the
"indemnitee", as applicable), are determined to be
sufficient to justify a claim for indemnification under this
MoU, the BSMI or the PSB Certification (the "indemnitee"),
shall promptly notify the other party (the "indemnitor") in
writing of any damage, claim, loss, liability, expense,
fine, penalty or suit which the indemnitee has determined
has given or could give rise to a claim under clauses 9.1 or
9.2 above (such written notice being a "Notice of Claim"). A
Notice of Claim shall specify, in reasonable detail, the
nature of any such claims, and all facts relevant thereto,
giving rise to a claim for indemnification and describing
all action taken and to be taken by the indemnitee in
response to such claim.
9.4 The indemnitor may defend, in good faith and at its expense,
any such claim or demand set forth in a Notice of Claim, and
the indemnitee, at its expense, shall have the right to
participate in the defense of any such claim. So long as the
indemnitor is defending in good faith any such claim, the
indemnitee shall not settle or compromise such claim without
consent of the indemnitor. The indemnitee shall make
available to the indemnitor or its representatives all
records and other materials required to contest any claim,
and shall cooperate fully with the indemnitor in the defense
of all such claims. The indemnitee shall have no obligation
if the indemnitor does not elect to defend any such claim.
The indemnitor's obligation under clauses 9.1 or 9.2 above
shall not be affected in any way by its election to defend
or not defend any such claim.
9.5 Notwithstanding clauses 9.3 and 9.4 above, the parties
acknowledge that use of internal legal staff may be most
cost-effective and able to provide the best defense.
Therefore, the indemnitor and the indemnitee shall have the
right to utilize its own internal legal staff, if any, to
participate in the defense or to defend itself and to retain
local counsel, if and when appropriate. The indemnitor shall
have no responsibility to pay for any portion of a staff
attorney's salary, counsel's time, or time spent in
defending said damages and claim; all other defense expenses
shall be reimbursed.
10.Advertising
10.1 It is not intended by this MoU that the BSMI be or refer to
itself as a party "accredited" by the PSB Certification or
any similar description, or that the PSB Certification be
or refer to itself as a party "accredited" by the BSMI or
any other similar description. Neither party shall refer to
or use the other's name, logo or Certification mark in any
form of advertising, without the other's prior consent in
writing.
11.Agency Not Created
11.1 Neither party is authorized by this MoU to incur
obligations on behalf of the other party or to bind the
other party in any respect.
12.Independent Organization
12.1 The BSMI and the PSB Certification are independent
organizations not affiliated with, influenced nor
controlled by clients in any manner that may affect their
capacity to render assessments and registrations
objectively and without bias. Specifically, the BSMI and
the PSB Certification must comply with the following:
12.1.1 To not have any managerial affiliation with clients;
12.1.2 That the results of their work do not accrue any
financial benefits to any clients, via stock ownership
or the like;
12.1.3 To possess sufficient breadth of activity that the loss
or award of a specific contract to assess a client's
quality management system would not be a determinative
factor in its financial well-being;
12.1.4 That the status of its personnel is free of influence or
control of clients.
13.Governing Law and Jurisdiction
13.1 The parties hereto shall strive to settle or mitigate any
disputes amicably between themselves privately. Any
controversy or claim arising under, out of, in connection
with, or relating to this MoU which cannot be settled or
mitigated amicably in private shall be subject to the
jurisdiction of Taipei District Court according to the
legislation of Taiwan, if a suit is initiated by the PSB
Certification, and subject to the jurisdiction of Singapore
according to the legislation of Singapore, if a suit is
initiated by the BSMI.
14.General
14.1 Both parties will provide the public with non-proprietary
information about quality management registration programs
and answer general questions.
14.2 Both parties will furnish the other with all necessary
information reasonably required to ensure the effectiveness
of this MoU. Each party will refrain from voluntarily
disclosing to third parties secret information which is
obtained by the BSMI or the PSB Certification in confidence
from a client, without the client's prior authorization in
writing.
14.3 In the event where either party does not adhere to any of
the items stated in this MoU, the other party shall bring
it to the attention of the other for corrective action.
14.4 The Memorandum of Understanding between the Bureau of
Commodity Inspection and Quarantine (BCIQ) and the
Singapore Productivity and Standards Board (PSB), which was
signed in September, 1996, shall be replaced by this MoU as
soon as this MoU enters into force.
14.5 This MoU, written in duplicate in the English language,
shall come into effect upon signing by both Parties and
shall remain effective until a notice of termination is
given by either party. Termination of this MoU shall be by
written notice at least 90 days prior to the effective date
of termination.
15.By the signing of this MoU, both the BSMI and the PSB
Certification agree to uphold the terms and conditions herein
in good faith and with the aim of mutual goodwill.
For: The Bureau of Standards, For: The PSB Certification Pte
Metrology and Inspection Ltd
(BSMI)
By: __________________________ By: ____________________________
Neng-Jong Lin WU Tek Ming
Director General Chief Executive Officer
Date: June 29, 2005 Date: June 29, 2005
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