CQC South China Testing Technology Co LTD - COTDXBSUB-2024-012

208 , Block A , Al Hudaiba Awards Building , P.
O Box 73243,Dubai-UAE
Tel : +97143455002 , Fax : +97143455003
Email : [email protected] – www.cotecna.com
SUBCONTRACTING AGREEMENT
Subcontracting Agreement No: COTDXBSUB-2024-012
THIS SUBCONTRACTING AGREEMENT (hereinafter the “Agreement”) is made as of the 1st day of
April 2024 and shall come into effect on the 1st day of April 2024 (hereinafter the “Effective Date”).
Between
Cotecna Inspection SA Dubai, a company established and organized under the laws of United Arab
Emirates and having its registered Address at Office No 208, Block A, Al Hudaiba Awards Building, 2nd
December Street, P.O Box: 73243, Dubai, United Arab Emirates
(hereinafter referred to as “the Contractor” or “Cotecna”) on the one part,
AND
CQC South China Testing Technolgy Co., Ltd., an accredited Laboratory by China National
Accreditation Service (CNAS) In accordance with the requirement of International Standard ISO/IEC
17025:2017 the company is established and organized under the laws of People’s Republic of China,
and having its registered address at o.11, Shenghui South Road, Nantou, Zhongshan, Guangdong,
China Tel No: 0760-23527904 , 0760-22519878 , 13580397865 Fax 0760-22519969 Email:
[email protected] , [email protected] (hereinafter referred to as “the
Subcontractor”), on the other part,
(Hereinafter referred to individually as “the Party” and collectively as “the Parties”).
WHEREAS
a) The Contractor is a member of the Cotecna group of companies which is recognized

internationally for providing and rendering inspection, testing, certification, and other services to
governmental, public, and private sector clients (hereinafter referred to as the “Clients”)
worldwide.
b) The Contractor is desirous of offering, testing services (described in detail in Article 2 of this
Agreement and hereinafter referred to as the “Services”) in China (hereinafter referred to as “the
Territories”) to its Clients but does not have the necessary logistics and personnel to do so.
c) The Subcontractor has represented to the Contractor that it has the required personnel and
expertise to assist the Contractor in rendering the Services to such Clients in the Territories.
d) The purpose being both the parties hereby wish to define the terms of their periodic collaboration
within the scope of the provision of laboratory testing services. Subsequent orders for laboratory
testing services issued to the Laboratory by the Company shall be governed by the terms of this
Agreement and said order shall constitute an integral part thereof.
THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:
1. Appointment
Document address Release Date Author Released by Page

CQC South China Testing Technology 7 October 2021 Compliance and Legal Compliance and Legal 1 of 9
Co Ltd- COTDXBSUB-2024-012 Departments Departments
208 , Block A , Al Hudaiba Awards Building , P.O Box 73243,Dubai-UAE
Tel : +97143455002 , Fax : +97143455003
1.1 The Contractor appoints the Subcontractor and the Subcontractor accepts such appointment as
the Contractor’s non-exclusive subcontractor to render the specified laboratory testing services in
the Territories during the Term (as defined in Article 7.1 hereinafter) of this Agreement.
1.2 The Contractor hereby conducts necessary due diligence and undertakes to appoint the
Subcontractor capable of performing the Laboratory Tests within the areas accredited by EIAC,
GAC, or any accreditation body signatory to ILAC-MRA convention for the specific testing scope.
1.3 The Contractor shall request testing services from the subcontractor by providing samples, clearly
indicating the parameters for the examination. The Subcontractor shall notify of rejections to the
Contractor at the nomination stage if any given point in time it does not have the necessary scope
and competency (equipment & personnel) to conduct the analysis
1.4 The Subcontractor shall not subcontract the Services to third parties without the prior written
consent of the Contractor. However, the Subcontractor may under its own responsibility use the
services of others, provided such services are of an auxiliary or clerical nature.
1.5 The Subcontractor shall at all times be an independent contractor and, as such, this Agreement
does not constitute a contract of employment between the Contractor and the employees,
directors, officers, or shareholders of the Subcontractor and therefore the Subcontractor’s
employee, directors, officers or shareholders shall not be entitled to any salary, pension, bonus,
fringe benefits or other entitlements.
1.6 The Subcontractor must be registered as an independent contractor with the appropriate authorities
in his country of residence and must provide a proof of this status acceptable to the Contractor.
1.7 The remuneration payable to the Subcontractor as stated in Article 6 and/or any Annexes to this
Agreement is inclusive of all taxes, including value-added tax, sales tax, or any other tax that
the Subcontractor is required to take account of in the Subcontractor’s invoicing to the
Contractor as per applicable legislation.
The Subcontractor has sole responsibility for declaring monies received from the Contractor to
the relevant tax authorities or other regulatory bodies as applicable. The Subcontractor shall be
solely and exclusively liable for any and all taxes, levies, or dues, including value added or
similar taxes, if applicable, required to be paid in any of the countries where this Agreement
applies, on any amounts invoiced by and paid to the Subcontractor under this Agreement.
In respect of payments made to the Subcontractor by the Contractor in accordance with Article
6 and/or any Annexes to this Agreement, the Contractor is not liable for any retentions or other
withholding taxes deducted in accordance with regulations in the country in which the
Subcontractor receives such payments.
2. The Services
Subject to any agreement otherwise between the Parties, the Services shall consist of interventions
generally referred to all kinds of Testing services like
- Air Conditioner Performance Testing
- Other as per the scope of accreditation of the Laboratory
In carrying out the Services the Subcontractor shall strictly exercise professional skill care and due
diligence and shall comply with any operational procedure or terms of reference the contractor may from
time to time provide to the Subcontractor
3. Subcontractor’s Obligations
3.1 The Subcontractor undertakes at all times during the Term of this Agreement:
3.1.1 To work diligently to protect and promote the interests of the Contractor;
3.1.2 To exercise professional skill, care, and diligence when performing the Services;

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3.1.3 To perform the Services accurately in a professional, independent, and impartial

manner at all times during the term of this agreement
3.1.4 To meet and maintain applicable requirements of ISO 17025 certification for the tests
specified in orders
3.1.5 To promptly notify the Company of any changes to the ISO 17025 accreditation status
as such any changes to the scope, withdrawal, or non-renewal of its certification.
3.1.6 To allocate sufficient time and resources to perform the Services in a punctual manner
in accordance with any deadlines agreed with the Contractor and to comply with all
reporting requirements as communicated by the Contractor;
3.1.7 To issue reports that correctly present the actual data, test results, and other material
facts findings including photographs determined by the Subcontractor during the
provision of the Services;
3.1.8 To ensure the proper and effective maintenance of all equipment and apparatus used
by the Subcontractor in connection with the Services, including the periodic calibration
of relevant apparatus by recognized bodies and keeping records of such calibration;
3.1.9 To take all proper and necessary safety and other precautions to prevent damage to
persons or property during the performance of the Services, and to comply with health
and safety requirements of the place of inspection or place where the Services are
performed.
3.1.10 To diligently evaluate and produce accurate, precise test results while maintaining the
appropriate technical competence of its staff, validity, and appropriateness of test
methods, suitable testing environment, accurate recording and reporting procedures,
and quality assurance of test results.
3.1.11 To ensure and use the appropriate approved procedures, and calibrated equipment for
all analysis to be executed during the term of this agreement.
3.1.12 To ensure and return the samples after completion of the analysis within 30 days from
the date of the test report submission to the contractor.
3.1.13 To avoid actual or potential conflicts of interest the Subcontractor will immediately
inform the Contractor in the event that there is a relationship between the Subcontractor
and any third party who has an economic interest in the goods being inspected. In such
cases the decision whether or not to proceed with the intervention will be at the sole
discretion of the Contractor, the laboratory shall also disclose to the Company any
situation that may present a conflict of Interest to itself or to the Company
3.2 Cotecna Inspection SA and/ or certain affiliates (as applicable) (“Company”) has certifications
and/or accreditations to various ISO management systems including but not limited to ISO 9001 Quality
Management, ISO 17020 Inspections Management, ISO 17025 Laboratory Management, and ISO
17065 for Product Certification, the requirements of which apply to services rendered by Cotecna’s
suppliers and service providers. Accordingly, the Subcontractor:
(a) Undertakes to perform the Services under this Agreement in a manner consistent with the
Company’s Quality Policy, available at https://www.cotecna.com/en/about/certifications-and-
accreditations
(b) Acknowledges that the quality of the Services provided to the Cotecna will be monitored and
assessed on a regular basis.
3.3 In accordance with the Company’s membership of the TIC Council (previously known as the
International Federation of Inspection Agencies (IFIA)). the Subcontractor is required to perform the
Services under this Agreement in accordance with relevant requirements of the IFIA Code of Practice
for Consignment Based Conformity Assessment, where applicable, and any other Sector Guidelines
relevant to the Services under this Agreement which are published by the TIC Council (IFIA) on their

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website www.tic-council.org.
The Subcontractor acknowledges that the conformity of the Services provided under this Agreement
with relevant TIC Council (IFIA) Codes of Practice and Sector Guidelines will be monitored and assessed
on a regular basis.
Failure of the Subcontractor to comply with relevant TIC Council (IFIA) Codes of Practice and Sector
Guidelines may be considered as a breach of the terms of this Agreement and grounds for termination
under article 8.1 hereunder.
4. Standards of Conduct
The Subcontractor undertakes at all times during the Term of this Agreement:
4.1 To maintain the highest standards of integrity and abide by the laws of Switzerland and the
Territories in which the Services are rendered.
4.2 Not to make any offer or payment or agree to pay, give or agree to give, anything of value, directly
or indirectly, to any officer or employee of the Government or any department, agency or body
thereof, or any person acting in an official capacity for or on their behalf, or to any political party
or official thereof or any candidate for political office in such country, for the purpose of:
i) influencing their acts or decisions, or

ii) influencing such person or political party to use his or its influence with the Government or
any emanation thereof.
4.3 Not to accept any offer or payment or anything of value, whether directly or indirectly, from any
third party associated directly or indirectly with the goods being examined during the provision of
the Services, and to immediately report any such offer or payment to Cotecna’s Compliance
Department.
4.4 To fully comply with the Principles of Cotecna’s Business Ethics and Compliance Code, added to
this Agreement as Annex I, and to allow the Contractor to periodically monitor the Subcontractor’s
compliance with it.
4.5 To fully disclose to the Contractor the names of Government officials who are employed by the
Subcontractor at the time of signature of this Agreement.
4.6 Not to make any offer of employment to any Government official without informing the Contractor
in advance of such offer.
4.7 To inform forthwith the Contractor of the transfer of part or all of the shares in the Subcontractor.
4.8 To ensure that the directors, managers, and employees of the Subcontractor, as well as its own
subcontractors (only if expressly approved in advance by the Contractor according to Article 1),
will at all times comply with all the standards of conduct contained in this Article 4, in particular,
but not limited to the Principles of the Cotecna’s Business & Ethics Compliance Code.
4.9 To inform the Contractor in the event that a close family member (defined as parent, parent’s
sibling, sibling, child, spouse, or spouse’s sibling) of the Subcontractor is a Government official
(which includes elected representatives, public servants, civil servants, and persons directly or
indirectly employed or mandated by government departments/bodies/agencies to act on behalf of
a government) at the time of signature of this Agreement.
4.10 To inform the Contractor in the event that a close family member of the Subcontractor is appointed
as a Government official during the Term of this Agreement.

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4.11 To fully comply with all applicable laws and regulations in all matters pertaining to employment,
and using best endeavours to ensure that the Subcontractor (and any third parties the
Subcontractor may engage to provide the Services) does not engage in any form of forced,
compulsory or in general non-voluntary labour.
5. Insurance Coverage
With reference to the Services to be provided under this Agreement, the Subcontractor undertakes to
maintain at all times during this Agreement a public liability and a professional liability insurance cover.
The insurance shall cover the Subcontractor’s failure to perform and/or its non-compliance with any of
its contractual obligations.
Considering that the Subcontractor will be responsible and liable for the quality and execution of the
Services towards the Contractor, the Subcontractor is also expected to ensure that such coverage
includes any breach of duty, negligence, error, misstatements, misleading statements, or omission, in
the performance or non-performance of the Services.
6. Remuneration and Payment

In full compensation for the Services rendered hereunder, Cotecna agrees to remunerate the
Subcontractor as follows:
6.1 The Contractor shall pay to the Subcontractor an Testing fee to be agreed upon on a case by
case basis prior to the beginning of the operations and to be paid only upon full receipt by
Contractor of the fees related to the same Services invoiced to its Clients for the analysis services
carried out by the Subcontractor in the United Arab Emirates pursuant to receiving nominations
from the Contractor and/or any of its affiliates locally. The payment of Testing fees shall be
effected on a monthly basis within thirty (30) days’ of receipt of the Subcontractor’s invoice
together with a detailed statement listing all tests performed during the month.
7. Term
7.1 This Agreement shall come into force on the Effective Date and shall remain valid for an initial
period of one (1) year (the “Initial Term”)
7.2 At the end of the Initial Term, this Agreement shall automatically be extended for subsequent one-
year periods (the “Renewal Term”), unless any of the Parties has notified in writing the other of
its intent not to renew it one (1) month in advance of any Renewal Term (the Initial Term and
Renewal Term being referred to together as the “Term”)
8. Termination
8.1 In case of breach of the terms of this Agreement, a Party can terminate this Agreement one (1)
month after notice of such breach was served to the other Party by registered mail or courier and
not cured. Article 10 is reserved.
8.2 Any of the Parties may terminate this Agreement without cause at any time with three (3) months
advance written notice.
8.3 In the event of the termination of this Agreement the Subcontractor shall immediately deliver up
and return to the Contractor all of the Contractor’s confidential data exchanged, work papers and
files, seals, security papers, inspection certificates, stationery, brochures, and other material
bearing the name, trademark, initials, etc. of Cotecna.

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9. Costs and Expenses

Each Party shall bear its own costs and expenses incurred in the negotiation of this Agreement. The
Subcontractor shall not be due any reimbursement of costs incurred in the performance of Services
unless otherwise agreed in writing by the Contractor.
10. Confidentiality and Data Privacy

The Subcontractor shall not disclose to others or use, except for the purpose of this Agreement or as
expressly authorized in writing by the Contractor, any of the Contractor’s confidential, technical test
results or other business information. For the purpose of this clause "Confidential, technical or other
business information" shall mean any information (including the existence of this Agreement and the
arrangements contemplated hereby) which is used, learned, or contributed to during the course of the
Agreement, regardless of whether it is in written or other tangible form, and which is not generally
available to the public.
The Subcontractor shall take all necessary precautions to prevent any disclosure of Confidential
Information by any of its employees, officers, directors, or subcontractors.
The Subcontractor declares that it fully recognizes that any breach of the foregoing would amount to
gross misconduct and would constitute justifiable grounds for the immediate termination of its
association with Cotecna and for the immediate termination of this Agreement.
The confidentiality obligations of this Article 10 shall survive the Term or termination of the Agreement
for a period of two (2) years.
The Subcontractor shall also meet its obligations under applicable data protection legislation and respect
the information and data privacy rights of individuals.
11. Exchange of Information, record-keeping, and retention of files

The Parties shall regularly exchange information necessary for their collaboration. For the avoidance of
doubt, such exchange of information shall be confidential between both Parties.
The Subcontractor will keep safe and secure all records and files related to this Agreement and the
Services provided hereunder accessible for verification by the Contractor at any time up to seven (7)
years after termination of this Agreement, or more according to its own legal obligations.
12. Indemnification
The Subcontractor agrees to indemnify and hold the Contractor harmless from any and all losses and
damages that the Contractor may incur as a result of the willful misconduct or the negligence of the
Subcontractor in rendering the Services or the breach of any the Subcontractor's obligations contained
in this Agreement.
The Subcontractor’s obligations towards the Contractor shall not be more restrictive than the
Contractor’s obligations as described in the Contractor’s General Terms & Condition of Business, if
applicable, or the terms of the contract between the Contractor and the Contractor’s Client.
Nothing in this Agreement is intended to exclude or restrict the Subcontractor’s liability for fraud or for
death or personal injury resulting from its own negligence or the negligence of its officers, directors, and
employees, subcontractors, or contractors.
13. Applicable Law and Dispute Resolution
This Agreement shall be governed and construed in accordance with the Laws of Dubai (United Arab
Emirates.

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Any dispute, controversy, or claim arising out of or in relation to this Agreement, including the validity,
invalidity, breach, or termination thereof, which cannot be settled through mutual negotiation, within thirty
(30) days of the commencement of such negotiations (or such other time as may be extended by mutual
agreement), shall be resolved by arbitration in accordance with the Arbitration Rules of Dubai
|International Arbitration Center (DIAC Rules) in force on the date when the Notice of Arbitration is
submitted in accordance with these Rules. The number of arbitrators shall be one (1). The arbitration
shall be held in Dubai and the arbitration shall be held in the English language. The arbitral award shall
be final and binding and not subject to any appeal.
In witness whereof, the Parties have caused their duly authorized signatories to execute this Agreement
in two (2) originals.
CONTRACTOR SUBCONTRACTOR
COTECNA INSPECTION SA – DUBAI BRANCH CQC South China Testing Technolgy Co.,
Ltd
Represented by: Represented by :
Mr. Kamlesh PARMAR Mr.

Position: Director – VoC & Commodities Position:
Middle East
Date: Date:

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Annex 1
The Subcontractor agrees to comply with the Principles of Cotecna’s Business Ethics & Compliance Code in so
far as these apply to activities performed on behalf of Cotecna. The Subcontractor also agrees to allow Cotecna
to periodically monitor its compliance with these Principles.
Business Ethics & Compliance

Principles
Integrity
In all our activities:
We operate in a professional, independent, and impartial manner
We carry out our work honestly and do not tolerate any deviation from our approved methods and procedures
We ensure that where approved test methods make provision for tolerances in results, such tolerances are not
abused to alter the actual test findings
We report data, test results, and other material facts in good faith and we do not improperly change them, and we
only issue reports and certificates that correctly present the actual findings, professional opinions, or results
obtained
Conflicts of Interest
We avoid conflicts of interest:
With any related entity in which we have a financial or commercial interest and to which we are required to provide
services
Between Cotecna’s companies and/or divisions engaged in different activities but which may be providing services
to either the same client or each other
Between our employees’ interests and those of Cotecna
Confidentiality and Data Protection

Cotecna respects the confidentiality and privacy of client’s information and ensures processes are in place to
adequately protect such information.
We treat all information received in the course of the provision of our services as business confidential to the
extent that such information is not already published, generally available to third parties, or otherwise in the public
domain.
Anti-Bribery
We prohibit the offer or acceptance of a bribe in any form, including kickbacks on any portion of a contract
payment.
We prohibit the use of other routes or channels for provision of improper benefits to, or the receipt of improper
benefits from, customers, agents, contractors, suppliers, or employees of any such party or government officials.

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Fair Business Conduct

Cotecna conducts itself with the highest standards of business ethics and integrity, and shall not do anything
which would bring its reputation, or the reputation of the TIC Council or the TIC industry, into disrepute.
We only present Cotecna and conduct marketing, including comparisons with competitors or their services, in a
manner that is:
Truthful
Not deceptive
Not misleading or likely to mislead
Corporate Social Responsibility

Health and Safety
Cotecna implements adequate training and procedures to protect the health and safety of its employees,
customers, and third parties and monitors incidents with the view of minimising risks in the course of
business operations.
Fair Labour
Cotecna is aware of its social responsibility for its employees and the people, communities, and
environments in which it works and respects human rights.
Note: The TIC Council was formed in December 2018 following the merger of the International Federation of
Inspection Agencies (IFIA) and CEOC International, and represents leading international companies and
organisations in the testing, inspection, and certification (TIC) industry


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208 , Block A , Al Hudaiba Awards Building , P.

Subcontracting Agreement No: COTDXBSUB-2024-012

(hereinafter referred to as “the Contractor” or “Cotecna”) on the one part,

(Hereinafter referred to individually as “the Party” and collectively as “the Parties”).

a) The Contractor is a member of the Cotecna group of companies which is recognized

THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:

Document address Release Date Author Released by Page

Document address Release Date Author Released by Page

3.1.3 To perform the Services accurately in a professional, independent, and impartial

Document address Release Date Author Released by Page

i) influencing their acts or decisions, or

Document address Release Date Author Released by Page

6. Remuneration and Payment

Document address Release Date Author Released by Page

9. Costs and Expenses

10. Confidentiality and Data Privacy

11. Exchange of Information, record-keeping, and retention of files

Document address Release Date Author Released by Page

Represented by: Represented by :

Mr. Kamlesh PARMAR Mr.

Document address Release Date Author Released by Page

Business Ethics & Compliance

Confidentiality and Data Protection

Document address Release Date Author Released by Page

Fair Business Conduct

Corporate Social Responsibility

Document address Release Date Author Released by Page

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