TEST REPORT
CLIENT:
Gaiam Inc
REPORT NO:
B30200985
PROJECT NO:
--
ADDRESS:
833 W. South Boulder Road
DATE:
Jul. 30, 2009
PAGE:
1 OF 6
This letter / report / certificate shall not be reproduced (except in full version) without the written approval of the Specialized Technology Resources (Shanghai) Ltd. ("STR")
LETTERS / REPORTS / CERTIFICATES: Letters / Reports / Certificates of STR are issued for the exclusive use of the Customer to whom they are addressed.
No quotation from reports / certificates or use of the STR's name is permitted except by STR's express written authorization. Letters / reports / certificates apply only to the specific materials, products or processes tested, examined or surveyed and are not necessarily indicative of the qualities of apparently identical or similar materials, products or processes.
Reports / Certificates of STR do not relieve sellers / suppliers from their contractual responsibilities with regard to the quality / quantity of the goods in delivery nor do they prejudice the Customer's right to claim against sellers / suppliers for compensation for any apparent and/or hidden defects not detected during STR's random inspection or testing or audit.
The liability of STR to the Customer in contract, tort (including negligence or breach of statutory duty) or howsoever, and whatever the cause thereof, (a) for any loss of profit, business, contracts, revenues, or anticipating savings; or (b) for any special indirect or consequential damage of any nature whatsoever, shall be limited to the amount of the fee paid in
respect of the specific Work(s) which give rise to such claim. For Reports / Certificates, see reverse for Terms and Conditions of Service.
SHFAF-001 (20080201)
Attn.: Brent Shen
SAMPLE DESCRIPTION
: Aluminum Water Bottles
NUMBER OF SUBMITTED SAMPLES
: 8 pcs bottles + 3 pcs paint
COLORS
: Not Provided
PO NO.
: T4109, T4115, RS4123
STYLE NO.
: 05-54017, 05-54018, 05-54019, 05-54020,
05-54021, 05-54049, 05-54058, 05-54059
FIBER CONTENT
: Not Provided
FABRIC END USE
: Not Provided
VENDOR
: Nantong Goldenbell Sporting Goods Co., Ltd
MANUFACTURER
: Haoda
EXPORTED TO
: Not Provided
COUNTRY OF ORIGIN
: China
TEST LOCATION
: Specialized Technology Resources (Shanghai) Ltd.
DATE RECEIVED SAMPLES
: Jul. 22 & 24, 2009
DATE OF TEST
: Jul. 22 30, 2009
TEST REQUIRED
: Examination and test for compliance with appropriate tests of:
Client Required
RESULTS
:
Please refer to the following pages.
CONCLUSION:
Total Lead Content Test: 16 CFR 1303
Pass
Total Cadmium Content Test: California Proposition 65
For Information
FDA Extraction Test: Modified Method of 21 CFR 175.300
Pass
FDA Extraction on Polymers Polypropylene: Modified Method of 21 CFR 177.1520
Pass
FDA 21 CFR 177.1210
Pass
Bisphenol A (EN 14350-2)
Pass
Thickness (STR In-house Method)
For Information
*******************************************End of Page*********************************************
Note: The results relate only to the items tested.
For and on behalf of
SPECIALIZED TECHNOLOGY
RESOURCES (SHANGHAI) LTD.
__________________________________
Justin Zhou
Technical Supervisor Hardlines
Effective Date 1 April, 2004
: 2004 4 1
APPENDIX 1 - TERMS AND CONDITIONS OF SERVICE /
Specialized Technology Resources (Shanghai) Ltd. ("STR") undertakes to provide services to its Customer subject to the terms and conditions contained herein.
""("")
The term of limitation of liability contained herein has been conspicuously marked to draw the attention of the Customer, the full and complete explanation of the wording and legal significance of this term have been made to the Customer by STR. The Customer agrees that
this term shall be construed as a provision of the agreement between STR and itself, based on the full and complete understanding of the wording and legal significance of this term.
COMPUTATION OF CHARGES AND PAYMENT
1.1
(a) Consulting time shall be charged on a daily basis.
(b) Where the personnel of STR are assigned by its Customer to any in-house projects, the Customer shall be billed on an hourly basis on the compensation rates of its personnel.
1.2
Disbursements incurred on the Customer's behalf such as expenditure for communications, transportation, travel, the purchase of any materials, tools, equipment, components or parts which are directly related to the service shall be billed at costs and shall include a reasonable
handling charge at the discretion of STR.
1.3
Where in the opinion of STR the services are time consuming entailing the use of special equipment and disbursements, the Customer shall be charged on an "equipment-hour" basis on the time spent.
"-"
1.4
Payments shall be paid in RMB at its address or at such other address and in such manner as STR may from time to time specify. Payment made by post shall be at the risk of the Customer.
1.5
The Customer undertakes during the continuance of this Agreement: -
-
(a)
to punctually pay all billings rendered to the customer from time to time;
(b)
unless otherwise agreed in writing, payment is to be made within 7 days from the date of Invoice or the date of the Debit Note ;
7
(c)
where the Customer fails to pay within time, STR shall charge interest on overdue invoices at the rate of 2% per month or 24% per annum until payment, such interest to run from day to day and to accrue after as well as before any judgement and is to be compounded at monthly
intervals;
2% 24%
(d)
STR shall have a lien on any goods of the Customer until payment but the exercise of such lien shall not prevent interest continuing.
1.6
If the Customer shall fail to pay STR for any reason under Clause 1.5 or if the Customer shall commit a breach of any of its obligation under this Agreement or if a receiver of the Customer is appointed or if any resolution or petition to wind up the Customer's business shall be passed
or presented (except for the purpose of reconstruction), STR may without prejudice to its other rights either suspend or cancel the Agreement and in such an event STR may also suspend or cancel any other existing contracts without being liable to damages.
1.5
CONFIDENTIAL TREATMENT OF INFORMATION
2.1
Unless otherwise specifically agreed between the parties, the services rendered by STR to the Customer shall be on a non-exclusive best-efforts basis.
2.2
It is explicitly agreed by STR and the Customer that all technical information (whether contained in models, drawings, reproductions of drawings, written reports, letters, memoranda or notes or in any other form) shall be kept strictly confidential by STR for the purposes of this Agreement
and STR shall at all times use all reasonable efforts to prevent the disclosure to third parties of any part thereof unless STR shall have first obtained the written consent of the Customer specifically authorizing such disclosure PROVIDED ALWAYS AND IT IS MUTUALLY AGREED that
the confidentiality shall extend for a period of five (5) years from the date of completion of its work and PROVIDED FURTHER that STR shall not be liable under this clause if through no fault of STR the information is generally known to the public; or the information is generally known to
STR; or is independently developed by STR without recourse to the materials provided by the Customer; or the information is necessary for performance by STR under this Agreement; or is disclosed in accordance with a judgment or writ issued by a competent court of any jurisdiction
to which the Terms are subject, or with an order, notice or requirement issued by a governmental agency of the aforesaid jurisdiction.
5
2.3
STR undertakes that the identity of its Customers and the nature of services rendered shall be kept confidential unless the Customer agrees in writing to their release Provided Always that STR shall not be liable under this clause if through no fault act or failure on its part the identity of
the Customer is generally known to the public.
PATENT RIGHTS
3.1
Any invention made in the performance of work for the Customer by STR within the field of work undertaken for the Customer, belongs to the Customer.
3.2
STR's use of the aforesaid inventions shall be free of any royalty fees provided that the use of such inventions are confined to the performance of the work for the Customer.
LIMITATION OF LIABILITY
4.1
If any liability on the part of STR shall arise (whether under the express or implied terms hereof or under the relevant Chinese laws and regulations) in contract, tort or infringement, the Customer's right to recover damages for any loss of whatever nature caused by the fault or negligence
of STR or by any breach of its obligations or howsoever caused shall be limited to the payment by STR of the amount of the contract price under this Agreement and the said limitation of liability shall apply regardless of the form of action, whether in contract, tort, infringement or
otherwise. In no event shall STR be liable for incidental or consequential damage. The Customer hereby acknowledges and states that its losses and damages, whether direct or indirect, resulted therefrom will be sufficiently recovered by the above amount of compensation and shall not
raise any further claim against STR beyond such amount.
INDEMNITY
5.1
In the event of actual or threatened suit against STR in relation to the services undertaken on behalf of the Customer or in relation to any of the Products or the Trade Mark or Patent of the Customer or of any allegation of infringement of any letters patent, registered design, trade mark
or trade name, the Customer shall indemnify STR harmless from any liability, action, claim, demand, costs, charges and expenses arising there from or expense including solicitors fees, counsel's fees in defending such action Provided Always that the Customer will at its own election
either effect any settlement or compromise or at its own expense defend any such action or proceeding and the Customer shall pay the costs of any settlement or compromise effected.
SOLICITATION OF EMPLOYEES
6.1
It is mutually agreed that neither party shall solicit the employees of the other for employment or hire unless prior written consent to do so is obtained.
EFFECT OF PROPOSAL
7.1
The accompanying proposal is valid for a period of ninety (90) days from the date of the proposal unless extended in writing by STR. Upon the acceptance of such proposal, this appendix shall form part of the Agreement with the Customer and notwithstanding any prior discussions or
prior oral or written agreements to the contrary, the terms and conditions herein shall be applicable and take precedence over any conflicting terms contained in any documents submitted by the Customer.
90
DATA AND DOCUMENT RETENTION
8.1
(a)
After the services are rendered, STR may retain a copy of all documents relating to the services (the "Supporting Documents") for as long as STR, in its sole discretion, deems fit.
("
")
(b)
Unless otherwise specified or required by the applicable law, all Supporting Documents over 3 years of age will be automatically destroyed by STR without notice to the Customers. Should any or all Supporting Documents less than 3 years are scheduled to be destroyed, STR
shall give the Customer 30 Days' written notice to the Customer's last known address of its intention to destroy the Supporting Documents. Unless the Customer makes a written request to STR reaching STR before the expiration of the said 30 days seeking delivery of those
documents to the Customer at the Customer's expense, those documents shall be destroyed.
3 30
30
(c)
The Customer shall indemnify STR for any costs or expenses in responding to or opposing any subpoena, the production of any documents in Court seeking the disclosure of the said documents or any information contained therein.
GOVERNING LAW
9.1
This Agreement and the rights and obligations of the parties shall in all respects be governed, construed, interpreted and operated in accordance with the relevant Chinese laws and regulations.
OBLIGATIONS OF THE CUSTOMER
10.1
If the Customer intends to change the work hereunder or assign any other work to STR, such a change or new assignment shall be subject to a separate negotiation and agreement between both of the parties. If STR suffers any loss or damage because the Customer changes the
contractual work undertaken by STR as agreed by both parties prior to completion of the work, the Customer shall compensate for such losses and damages.
10.2
If the work undertaken by STR hereunder requires any assistance of the Customer, the Customer shall be obliged to provide all necessary and reasonable assistance which STR may deem fit. If the work undertaken by STR hereunder cannot be completed due to the Customer's failure
to perform its obligation to assist, STR may demand the Customer performs its obligation within a reasonable period of time and may appropriately extend the time limit for its own work. If upon the expiration of such reasonable time period the Customer still fails to perform its obligation,
STR may terminate this Agreement, without prejudice to any other rights of STR hereunder or under any applicable laws and regulations.
SAMPLES
11.1
STR expects Customers to abide by all applicable regulations when shipping samples to STR. Improper shipping may result in additional charges for costs incurred by STR: (a) to identify samples to STR, (b) damage done to STR personnel or property as a result of improper packaging,
labeling or omission of identifying documents. STR has the right to refuse receipt of any shipment that, in its discretion, is unsafe or has been shipped improperly. Any costs associated by refusal to accept shipment under this clause are the sole responsibility of the Customer. Customer
shall indemnify and hold harmless STR for any and all damages, expenses, fines, judgments, liabilities and costs (including attorney's fee) incurred by STR and arising from the improper packaging or shipment of the sample by Customer.
(a)(b)
E-MAIL DISCLAIMER
12.1
STR shall follow the request of the Customer in the event that final report / results hereunder shall be sent by e-mail rather than by paper hard copy. STR considers e-mail a valuable and efficient tool, however, STR hereby gives cautions to the Customer that the report / results in
electronic version may inadvertently be modified once it is in the Customer's word processing system. Further, the current e-mail transmission technology may allow for interception of messages and reports / results by third parties. STR shall not be held responsible for these risks,
which are out of its control. Should a report / results be sent to the Customer by e-mail on its request, such a request SHALL BE DEEMED TO BE AN ACCEPTANCE OF THE RISK THAT THE REPORT / RESULTS MAY BE INTERCEPTED BY THIRD PARTIES. The Customer shall
agree that the report / results shall be sent by STR unencrypted. Transmission of the report / results (or other materials requested by the Customer) via the internet or other public network shall not be considered to constitute a breach of any confidentiality or other provisions of this
Agreement between STR and the Customer, and STR shall in no way be liable for any damages resulting from such a transmission. Additionally, STR shall not be liable for any damages incurred by the Customer for any changes made to the report / results after it has been transmitted.
/
/
/
/
/
/
/
(
)
/
MISCELLANEOUS PROVISIONS
13.1
Any provision of this Agreement prohibited by or regarded as unlawful or unenforceable under any applicable law actually applied by any court of competent jurisdiction shall, to the extent required by such law, be severed by this Agreement and rendered ineffective so far as is possible
without modifying the remaining provisions of the agreement. Where however the provisions of any such applicable law may be waived, they are hereby waived by the parties hereto to the full extent permitted by such law to the end that this Agreement shall be valid and binding
agreement enforceable in accordance with its terms.
13.2
A certificate signed by any officer of STR as to the amount due from the Customer hereunder at the date of such certificate shall, in the absence of manifest error, be conclusive evidence of the amount due.
13.3
Nothing in this Agreement shall be considered to form a partnership between the parties. No party shall represent that it acts as agent for another or has any capacity to bind another in any contractual or other arrangements.
13.4
Save as herein otherwise provided any notice required to be given hereunder shall be sufficiently given if given in writing or by telegram or telex to the last known postal address or telex number of the addresses and every notice shall be deemed to have been received and given at the
time when in the course of transmission it should have been delivered at the address or telex number to which it was sent.
13.5
This report or certificate does not relieve sellers/suppliers from their contractual responsibility with regards to the quality/quantity of this delivery nor does it prejudice Customer's right to claim towards sellers/suppliers for compensation for any apparent and/or hidden defects not detected
during STR's random inspection or testing or audit.
////
