Terms & Conditions of Laboratory Service

1.0 Definitions

1.1 “Customer” means the party identified as the Customer in this Agreement to whom ISOPHARM LIMITED may agree to supply with these Terms and Conditions.

1.2 “Isopharm Limited” means Isopharm Limited, Unit 18 Jessops Riverside, 800 Brightside Lane, Sheffield, S9 2RX, United Kingdom, or any subsidiary or associated company.

1.3 “Isopharm Limited” will hereafter be referred to as “The Company”.

1.4  “Products” means any goods, services, materials and or advice provided by The Company to the Customer in accordance with these terms and conditions

2.0 Price

2.1 Quotations for laboratory testing are valid for 30 days from date of issue.

2.2 All prices are exclusive of Value Added Tax and any other taxes or duties. All such taxes or duties are payable by the Customer and will be applied in accordance with United Kingdom legislation in force at the time of despatch or invoice as applicable.

2.3 The cost of bottles is wherever possible included in the analysis prices quoted.

2.4 Courier charges will be applied separately.

2.5 The Company reserves the right to issue the Customer with an amended price list from time to time to reflect changes in its pricing structure.

2.6 Websites, catalogues, price lists and other promotional material as used by The Company are intended only as an indication as to the price and range of products offered and no prices descriptions or other particulars contained therein shall be binding on The Company.

3.0 Delivery

3.1    Any time quoted for delivery of the Products is to be treated as an estimate only and in no event will The Company be liable for any damages or penalty whatsoever arising from any delay howsoever caused.

3.2    Risk shall pass to the Customer at the time that the Products are despatched.

3.3    Transportation boxes, refrigeration packs and any associated data logging equipment remain the property of The Company. The Company reserves the right to invoice at additional cost for transportation boxes, refrigeration packs and any associated data logging equipment that are either not returned to the laboratory within a reasonable time, or are returned to the laboratory in a condition that warrants discontinued use due to damage or misuse. A ‘reasonable time’ as stated in this section is deemed as 30 days from date of despatch to customer.

4.0 Payment

4.1 Invoices will be raised and dated by The Company at its sole discretion and in accordance with the payment terms as quoted by The Company or its authorized representative. Unless otherwise stated in writing by The Company all monies invoiced are payable 30 days from date of invoice.

4.2 Payments that are not received when payable will be considered to be overdue and remain payable by the Customer together with interest for late payment at the rate of 5% above the base rate for the time being of our current bank. Such interest shall accrue on a daily basis and be payable on demand after as well as before any judgement.

4.3 If the Customer fails to make any payment due to The Company under the Contract by the due date for payment, the Supplier shall be entitled to withhold all Results until payment for all Services ordered by the Customer has been made in full and have the right to suspend all Services until payment has been made in full.

5.0 Samples and Results

5.1 The Customer shall inform The Company if the samples are known to contain hazardous biological or chemical agents that may pose a risk to laboratory staff.

5.2 Test results are relating only to the sample portion provided to the laboratory.

5.3 The Customer is responsible for following appropriate procedures for sampling and ensuring that the techniques used do not impact on the sample and subsequently impact on the test result. Basic sampling advice can be sought from The Company.

5.4 The laboratory aims to commence testing as soon as possible after sample receipt.

5.5 The customer should check all results on the day of issue and raise any problems to the laboratory within seven working days.

5.6 Tests results and associated data will be kept indefinitely by the laboratory.

5.7 Where possible, the laboratory uses methodology in line with the latest ISO references, and the latest technology available.

6.0 Service

6.1 The Company will always aim to perform all testing in-house. In exceptional circumstances sub-contraction of testing to another reputable laboratory may be required. Customers will be informed should this be required.

6.2 The Company will ensure that confidentiality is maintained with respect to information relating to the Customer, that The Company has obtained as a result of the testing services.

7.0 Force Majeure

7.1 For the purposes of the Contract, Force Majeure Event means an event beyond the reasonable control of The Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, loss of accreditation, accident, breakdown of plant, machinery, equipment, vehicles or computer equipment, fire, flood, storm or default of suppliers or subcontractors.

7.2 The Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the Contract which may arise as a result of a Force Majeure Event.

7.3 If the Force Majeure Event is likely to prevent The Company from meeting the estimated completion date, The Company shall notify the Customer as soon as practically possible and the Customer shall have the option (at its own cost) to collect (where possible dependent on the nature of the Force Majeure Event) the Samples affected by the Force Majeure Event and send these to another supplier for testing.

8.0 Indemnities and Limits of Liabilities

8.1 The Company disclaims and excludes all liability to the Customer in connection with these terms and conditions including the Customer’s use of the Products and in no event shall The Company be liable to the Customer nor any third party for special, indirect or consequential damages including but not limited to the loss of profits or arising from the loss of programs or data in connection with the use of the Products. All terms of any nature express or implied statutory or otherwise as to correspondence and any particular description or sample, fitness for purpose of merchantability are hereby excluded.

8.2 The Customer shall indemnify and defend The Company and its employees in respect of any claims from third parties in the unauthorized use, copying and or distribution of any licensed or copyright Products by the Customer and or its employees.

8.3 The Customer shall indemnify and make good any damage to equipment, property and or material that is in the care of The Company when occasioned by any of the Customers employees, directors, or guests.

9.0 Law and Jurisdiction

9.1 These terms and conditions shall be governed and constituted in accordance with English Law and shall be determined by an English Court of Law.