Terms & Conditions
ROTECH LABORATORIES LTD. TERMS AND CONDITIONS OF SALE AND CONTRACT (REVISION 9: December 2019)
"the Contract" shall mean the contract of which these Conditions of Sale and Contract form a part.
"Rotech Laboratories" shall mean Rotech Laboratories Ltd., a company registered in England and Wales, registered number 562845, and a wholly owned subsidiary of Rubery Owen Holdings Ltd.
“customer” in these conditions, except in so far as the context otherwise require; means any business, individual, firm, organisation or other body to whom a quotation (written or verbal) is submitted by Rotech Laboratories Ltd or for whom a test or report is carried out or provided. For ‘customer’ also read ‘customer’ in these conditions of sale and contract.
"the Work" shall mean the consultancy, analysis, testing, or other services, which Rotech Laboratories undertakes to perform for the customer under the Contract.
“the data” shall mean advice, data, test results, reports and other information arising from the Work.
2. CONDITIONS, TERMS AND SUPPLY OF INFORMATION, ETC.
2.1 These terms shall apply to all sales by Rotech Laboratories Ltd to the customer.
2.2 New customers are welcomed when they shall be subjected to a credit rating process and if accepted by Rotech Laboratories Ltd, new customers first order shall be paid in full via pro forma invoice in cash, by cheque (cleared funds), credit card or BACS/CHAPPS etc. (by contacting the Administration Dept.) before the Work is started or results of Work or reports are issued to the customer/customer.
2.3 The customer shall supply all necessary information, data, drawings and items to be tested to the timescale required by Rotech Laboratories and shall arrange, at the customer's expense and risk, for the transportation of all test items to and from Rotech Laboratories’ unless the transportation of such test items forms an integral part of the Work.
2.4 Orders from the customer are accepted by Rotech Laboratories Ltd with the prices quoted or in accordance with Rotech Laboratories Ltd current price list (at the time of customer order) exclusive of VAT (at the prevailing rate-see 4.2 below) and net of any discount, but the prices may be varied by Rotech Laboratories Ltd giving 7 days prior notice to the customer due to changes in costs involved. Prices are correctable, without liability of Rotech Laboratories Ltd, in the case of an error, typographical or otherwise by Rotech Laboratories Ltd.
2.5 If the sample(s) is/are, or is potentially, the subject of legal proceedings, this fact must be notified to Rotech Laboratories Ltd in writing before the tests/investigation Work is carried out. If the fact is not disclosed to Rotech Laboratories Ltd at the required stage, Rotech Laboratories Ltd may refuse to provide expert testimony.
3. ACCESS, ETC
3.1 Where the Work is to be carried out at a location other than at Rotech Laboratories, the customer shall ensure access to the location for Rotech Laboratories, its employees or agents as required. If Rotech Laboratories is unable to gain access to the location at the agreed or required time, then Rotech Laboratories shall be entitled to charge the customer for any aborted time and associated costs.
3.2 When a service is delivered by Rotech Laboratories Ltd on the customer’s property or nominated location, the customer will be responsible for the safety of Rotech Laboratories personnel and any equipment within current HASWA requirements and any related relevant regulations. The customer shall in such circumstances, advise relevant rules and procedures etc as may be required in that context, including the identification and location of the person nominated by the customer as responsible for site safety at the applicable location.
4.1 Payment by the customer for the services ordered will be required by issue of an invoice to be paid in pounds sterling by the end of the month following the month of issue of the invoice from Rotech Laboratories.
4.2 Value Added Tax (“VAT”) will be added to all charges at the rate applicable at the tax point at the time of invoice. Where the customer is registered for VAT within the European Union but outside the United Kingdom the Work will be zero-rated provided Rotech Laboratories has been notified of the customer’s VAT registration number. If the customer is not registered or Rotech Laboratories has not been so notified, VAT at the rate applicable at the tax point shall become payable.
4.3 If payment is not made in accordance with clause 4.1 above, Rotech Laboratories shall be entitled to charge the customer additional payment of interest on the amount due at 4% per annum over the base lending rate of National Westminster Bank Plc.
5.1 Full disclosures shall be made by the customer to Rotech Laboratories Ltd of all information and facts which may affect such work prior to commencement of the Work. Rotech Laboratories liability will be limited by the disclosures made by the customer and Rotech Laboratories Ltd shall not be liable for conducting work in good faith on the basis of incorrect, incomplete or inadequate information from the customer. The Work and all information supplied by the Customer are confidential to the Customer and will not be discussed with or disclosed by Rotech Laboratories to a third party without the prior permission of the Customer. This clause shall not apply to information, which is owned by Rotech Laboratories (solely or jointly with any third party or parties), which is already known to Rotech Laboratories prior to disclosure by the Customer, which is or becomes available to Rotech Laboratories by lawful means, or which is already in the public domain.
5.2 Each party agrees to maintain secret and confidential all information relating to the business affairs methods and know-how of the other that it acquires pursuant to the Contract.
5.3 Notwithstanding clause 7.3 and without prejudice to the Customer’s right to use reported information, the copyright in any report or written statement of the reported information produced by Rotech Laboratories shall be vested in Rotech Laboratories. The Customer shall not reproduce, except in full any report issued by Rotech Laboratories to any third party. Rotech Laboratories have robust documented internal procedures to ensure the reproduction of the unique character of the report originally issued to the contracting customer in order to counter any accidental or fraudulent report alterations by any party subsequent to the original report issue.
5.4 Test information reported is provided solely to the customer for the purpose for which it was specifically commissioned. Rotech Laboratories accepts no liability if such information is used for any other purpose or by anyone other than the customer.
6.1 Rotech Laboratories will use all reasonable endeavours to ensure that all Work and information provided to the customer are correct in all respects but will not accept, and shall be indemnified by the customer against any liability for loss of or damage to samples, items for processing, property and any other costs, expenses and consequential losses associated therewith arising out of discrepancies errors or omissions in the Work or reported information or from the execution of the Contract howsoever caused or incurred, except insofar as the same is caused by the negligence of Rotech Laboratories, its employees or agents when the total liability shall not exceed the sum of fifteen times the work/test fee payable by the customer.
6.2 The above indemnity shall extend to each and every one of Rotech Laboratories employees or agents and in the event of any claim whatsoever being made against any such or agent personally in circumstances where, had the claim been made against Rotech Laboratories, Rotech Laboratories would be entitled under the provisions hereof to seek an indemnity in respect of such claim from the customer,
THEN Rotech Laboratories shall be entitled to indemnify such employee or agent for any liability, which he or she might incur as aforesaid and the customer will repay to Rotech Laboratories Ltd any sum expended by Rotech Laboratories Ltd by reason of such indemnity.
6.3 Notwithstanding any other provision hereof, under no circumstances shall Rotech Laboratories be liable to the customer:
(a) for indirect or consequential losses (which shall be taken to include but not necessarily be limited to loss of contracts, loss of business, loss of projects, loss of goodwill and loss of reputation); or
(b) save in cases of death or personal injury caused by the negligence of Rotech Laboratories, for any amount above an aggregate liability of the value of the Contract or other such sum as may be agreed between the parties hereto.
7. DATA, CONCLUSIONS AND RECOMMENDATIONS
7.1 Whilst Rotech Laboratories undertakes that it knows of no such infringement Rotech Laboratories does not warrant that any data passed to the customer pursuant to the Contract are not an infringement of any valid or subsisting intellectual property rights held by a third party.
7.2 All data provided, conclusions reached, or recommendations made by Rotech Laboratories rely on scientific and engineering concepts, disciplines and procedures used or adopted by Rotech Laboratories and Rotech Laboratories does not warrant that the same will necessarily be achieved by other parties, or that such conclusions or recommendations will necessarily be valid in circumstances other than those of which Rotech Laboratories has direct experience. Test results given in Rotech Laboratories reports relate only to the item(s) sampled and submitted by the customer and tested by Rotech Laboratories Ltd. No warranty, expressed or implied is given to the performance of materials, products or processes not directly tested by Rotech Laboratories, this includes the reproduction on Rotech Laboratories reports of e.g. statements similar to ‘...representing x off items cast/batch No y’ that may be transcribed from the customer Purchase Order/instructions.
7.3 Ownership of the Rotech Laboratories issued Report shall vest in the Customer. Ownership of all skills knowledge know-how techniques and methods employed in obtaining the reported information including any ‘raw’ test calculations, measurements and/or test results insofar as such skills knowledge know-how techniques and methods have their origin in the skill and endeavour of Rotech Laboratories shall vest in Rotech Laboratories.
8. FORCE MAJEURE
Rotech Laboratories shall not be liable in respect of any failure or delay in fulfilling its obligations hereunder so long as such failure or delay results from any cause beyond the reasonable control of Rotech Laboratories and in the event of any such failure or delay the time for performance of any such obligations shall be extended correspondingly.
Rotech Laboratories name, logo/trademark, reports, parts of reports e.g. photographs shall not be used by the customer for purposes of publicity promotion or advertising or any other purpose without the prior written approval of Rotech Laboratories Ltd General Manager.
In the event of any invention or improvement being made with the assistance of Rotech Laboratories staff arising from the Work, Rotech Laboratories shall have the right to be joined in any application for a patent and to be registered as joint proprietors.
Rotech Laboratories operates to UKAS accredited ISO 17025 and NADCAP AC7004 requirements. Specific accredited test methods appear on our current UKAS or NADCAP schedules.
12. SAMPLES and REPORTS
12.1 The sectioning, damage, destruction etc. of test samples shall be at the discretion of Rotech Laboratories. Tested samples shall be retained for a period of one month (except where there are regulatory requirements that require a different retention period) from the date of their receipt unless otherwise agreed in writing to Rotech Laboratories; after which they will be disposed of in a safe & confidential manner at the discretion of Rotech Laboratories. Any remnants/spare samples shall be retained for a period of one month (except where there are regulatory requirements that require a different retention period) unless otherwise agreed in writing to Rotech Laboratories; after which they will be disposed of in a safe & confidential manner at the discretion of Rotech Laboratories.
Items received for failure investigation, including any remnants, will not be disposed of (unless a request for their disposal is made by customer in writing) and will be retained until such time they are returned to the customer.
Reports and supporting related data retained in Rotech Laboratories job files (current or archived) after testing shall be retained for a period of three years from the report date (unless there are regulatory requirements that require a different retention period for particular work) or otherwise agreed in writing to Rotech Laboratories Ltd; after which they will be disposed of by a safe & confidential manner at the discretion of Rotech Laboratories Ltd.
12.2 Decision Rules and Statements of Conformity of Test Results
12.2.1. When a statement of conformity is not requested and where applicable, Rotech Laboratories decision rule is to report the test result as found together with the uncertainty of measurement.
12.2.2 When a statement of conformity is requested for a test result against limits set out in a standard or specification (e.g. ASTM, BS EN ISO) that already considers measurement uncertainty, Rotech Laboratories decision rule is to follow the conformity requirements of the applicable standard or specification.
12.2.3 When a statement of conformity is requested for a test result against limits set out in a standard or specification that does not consider measurement uncertainty, Rotech Laboratories decision rule is to apply zero guard banding and test uncertainty ratio (TUR) ≥ N:1 where N ≥ 3 such that the acceptance limit (AL) is equal to the tolerance limit (TL). This is also referred to as simple acceptance because a ‘’Pass’’ is reported whenever the measured result is in-tolerance and a “Fail” reported when the measured result is out-of-tolerance. For TUR > 3:1, this decision rule will not apply, and the decision rule will default to 12.2.1 above.
13. GOVERNING LAW
These conditions shall be governed by and interpreted in accordance with the Laws of England and shall be subject to the exclusive jurisdiction of the English Courts.