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11 All technicians and other personnel supplied by the Company in the performance of any services shall
at all times remain employees, agents or sub-contractors (as the case may be) of the Company.
As such, all such persons shall be answerable to and subject to the instructions of the Company at all
times. Unless otherwise agreed by the Company, such persons shall not be obliged to follow any
instructions of the Principal.
12 If the requirements of the Principal necessitate the analysis of samples by the Principal's or by any
third party's laboratory the Company will pass on the result of the analysis but without responsibility for
its accuracy. Likewise where the Company is only able to witness an analysis by the Principal's or by
any third party's laboratory the Company will provide confirmation that the correct sample has been
analysed but will not otherwise be responsible for the accuracy of any analysis or results.
13 The Company acts for the persons or bodies from whom the instructions to act have originated
(hereinafter called “the Principal”). No other party is entitled to give instructions, particularly on the
scope of inspection or delivery of report or certificate, unless so authorized by the Principal and agreed
by the Company. The Company will however be deemed irrevocably authorized to deliver at its
discretion the report or the certificate to a third party if following instructions by the Principal a promise
in this sense had been given to this third party or such a promise implicitly follows from circumstances,
trade custom, usage or practice.
13.1 The Company undertakes to exercise due care and skill in the performance of its services and
accepts responsibility only where such skill and care is not exercised and negligence against
the Company is proven.
13.2 The liability of the Company in respect of any claims for loss, damage or expense of
whatsoever nature and howsoever arising in respect of any breach of contract and/or any failure
to exercise due skill and care by the Company shall in no circumstances exceed a re-
performance of service or refund of service fee in respect of the specific service required under
the particular contract with the Company which gives rise to such claims provided however that
the Company shall have no liability in respect of any claims for indirect or consequential loss
including loss of profit and/or loss of future business and/or loss of production and/or
cancellation of contracts entered into by the Principal. Where the fee or commission payable
relates to a number of services and a claim arises in respect of one of those services the fee or
commission shall be apportioned for the purposes of this paragraph by reference to the
estimated time involved in the performance of each service.
13.3 The limit of liability of the Company under the terms of Condition 13.2 may be increased upon
request received by the Company in advance of the performance of the service to such figure as
may be agreed upon payment of additional fees equal to an appropriate fraction of the increase
in such compensation or as may be agreed upon.
13.4 All warranties, conditions and other terms implied by statute or common law are, to the fullest
extent permitted by law, excluded from these General Conditions.
13.5 Service provided is subject to detection limits and confidence intervals inherent in Company’s
current methodology. It is the Principal’s responsibility to inform themselves as to the
Company’s detection limits and confidence intervals relevant to that particular set of assay
results.
13.6 Nothing in these General Conditions limits or excludes the liability of the Company:
13.6.1 for death or personal injury resulting from negligence; or
13.6.2 for any damage or liability incurred by the Principal as a result of fraud or fraudulent
misrepresentation by the Company; or
13.6.3 for any liability which cannot be restricted or excluded by law.
13.7 This Condition 13 sets out the entire financial liability of the Company (including any liability for
the acts or omissions of its employees, agents and sub-contractors) to the Principal in respect
of any breach of these General Conditions, any use made by the Principal of the services and
any representation, statement or tortious act or omission (including negligence) arising in
connection with these General Conditions.
14 The Principal shall guarantee, hold harmless and indemnify the Company and its officers, employees,
agents or subcontractors against all claims made by any third party for loss, damage or expense of
whatsoever nature and howsoever arising relating to the performance, purported performance or non-
performance of any services to the extent that the aggregate of any such claims relating to any one
service exceed the limit mentioned in Condition 13. The Principal shall indemnify the Company against
all claims for damages relating to industrial or intellectual property rights arising out of use of service.
The Principal acknowledges it is its full responsibility to make assessment of suitability for any
purpose of service, report and content.
15 Every officer, employee, agent or subcontractor of the Company shall have the benefit of the limitation
of compensation and the indemnity contained in these General Conditions and so far as relates to
such limitations any contract entered into by the Company is entered into not only on its own behalf
but also as agent and trustee for every such person as aforesaid.
16 In the event that any unforeseen problems or expenditure arise in the course of carrying out any of the
contracted services the Company shall be entitled to make additional charges to cover additional time
and cost necessarily incurred to complete the service.
17.1 The Principal will punctually pay not later than 30 (thirty) days after the relevant invoice date or
within such other period as may have been agreed in writing by the Company all proper charges
rendered by the Company failing which, and without prejudice to any other rights or remedies
available to the Company, interest will become due at the rate of 15 (fifteen) per cent per annum
from the date of invoice until payment.
17.2 All prices quoted and charges due under these General Conditions shall, unless the Company
confirms otherwise in writing, be exclusive of any value added or sales tax which shall be charged
in addition at the prevailing rate.
17.3 The Principal shall not be entitled to retain or defer payment of any sums due to the Company on
account of any dispute, cross claim or set off which it may allege against the Company.
17.4 In the event of any suspension of payment arrangement with creditors, bankruptcy, insolvency,
receivership or cessation of business by the Principal the Company shall be entitled to suspend
all further performance of its services forthwith and without liability and all sums payable to the
Company shall become immediately due and payable.
18 In the event of the Company being prevented by reason of any cause whatsoever outside the
Company's control from performing or completing any service for which an order has been given or an
agreement made, the Principal will pay to the Company:
18.1 the amount of all abortive expenditure actually made or incurred,
18.2 a proportion of the agreed fee or commission equal to the proportion (if any) of the service
actually carried out; and the Company shall be relieved of all responsibility whatsoever for the
partial or total non-performance of the required service.
19 The Company shall be discharged from all liability to the Principal for all claims for loss, damage or
expense unless proceedings are issued and served on the Company within 6 (six) months after the
date of the performance by the Company of the service which gives rise to the claim or in the event of
any alleged non-performance within 6 (six) months of the date when such service should have been
completed.
20 Without prejudice to any other rights or remedies which it may have, the Company may terminate any
or all contracts for the provision of services pursuant to these General Conditions without liability to the
Principal immediately on giving notice to the Principal if:
20.1 the Principal commits a material breach of any of the terms of these General Conditions and
(if such a breach is remediable) fails to remedy that breach within 30 days of the Principal being
notified in writing of the breach; or
20.2 an order is made or a resolution is passed for the winding up of the Principal, or circumstances
arise which entitle a court of competent jurisdiction to make a winding-up order of the Principal;
or
20.3

an order is made, or documents are filed with a court of competent jurisdiction, for the
appointment of an administrator to manage the affairs, business and property of the Principal; or

20.4

 a receiver is appointed of any of the Principal's assets or undertaking, or circumstances arise
which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the
Principal; or

20.5

the Principal makes any arrangement or composition with its creditors, or makes an application
to a court of competent jurisdiction for the protection of its creditors in any way; or

20.6

the Principal ceases, or threatens to cease, to trade; or

20.7

 the Principal takes or suffers any similar or analogous action in any jurisdiction in consequence
of debt.

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