Terms and Conditions

Application and entire agreement

1. These Terms & Conditions apply to the provision of services detailed in our quotation (Services) by Food & Drug Analytical Services Limited a company registered in England and Wales under the registration number 05034039 whose registered office is at BioCity, Pennyfoot Street, Nottingham NG1 1GF (we or us) to the person buying the service (you).
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given on our behalf. These conditions apply to the contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

4. A “business day” means any day other than a Saturday, Sunday or Bank Holiday.
5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
6. Words imparting the singular number shall include the plural and vice versa.

Services

7. We warrant that we will use reasonable re and skill in our performance of the services which will comply with the quotation, including any specification in all material respects. We can make any changes to the service which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
8. We will use our reasonable endeavours to complete the performance of the service within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
9. All these Terms and Conditions apply to the supply of any services unless we specify otherwise.

Your obligations

10. You must obtain any permissions, consents, licenses or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the services.
11. If you do not comply with Clause 10, we can terminate the services.
12. We are not liable for any delay or failure to provide services if this is caused by your failure to comply with the provisions of this section (Your Obligations).

Fees

13. The fees (Fees) are set out in the quotation.
14. In addition to the fees we can recover from you a) the cost of services provided by a third party and required to perform the service b) the cost of any materials required to perform the service c) the cost of storage and transport of samples or materials required to perform the service
15. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable rate in effect at the time of provision or such other rate as may be agreed between us. The provision of Clause 14 is also applicable to these additional services.
16. The fees are exclusive of any applicable VAT and other taxes or levies which are charged or imposed by any competent authority.

 

Cancellation and amendment

17. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the service has not been started, within a period of 60 days from the date of the quotation.
18. Either we or you can cancel an order for any reason prior to you acceptance (or rejection) of the quotation.
19. If you want to amend any details of the services you must tell us in writing as soon as possible. We will use reasonable endeavors to make any required changes and additional costs will be included in the Fees and invoiced to you.
20. If, due o circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any changes to the services or how they are provided, we will notify you immediately. We will use reasonable endeavors to keep any such changes to a minimum.

Payment

21. We will invoice you for payment of the Fees either a) on completion of the service or b) on the invoice dates set out in the quotation.
22. You must pay the Fees due within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
23. Time for payment shall be of the essence of the contract.
24. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until such time that payment is received in full.
25. If you do not pay within the period set out above, we can suspend provision of any further services and cancel any future services that have been ordered by, or otherwise arranged.
26. Receipts for payments will be issued by us only at your request.
27. All payments must be made in British Pounds unless otherwise agreed in writing between us.

Sub-Contracting and assignment

28. We can at any time assign, transfer, change, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner all of our obligations to any third party.
29. You must not, without our prior written consent assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Termination

30. We can terminate the provision of the Services immediately if you:
    1. commit a material breach of your obligations under these Terms and Conditions; or
    2. fail to pay any amount due under the Contract on the due payment date; or
    3. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
    4. enter into voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
    5. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualified floating charge holder (as defined in para. 14 of schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Intellectual property

31. We reserve all copyright and any other intellectual property rights which may subsist in connection with the provision of Services.We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and Indemnity

32. Our ability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
33. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
34. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
    1. any indirect, special or consequential loss, damage, costs or expenses or;
    2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
    3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
    4. any losses caused directly or indirectly by your failure or your breach in relation to your obligation; or
    5. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
35. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
36. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

 

Circumstances beyond a party’s control

37. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider Failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, government action or any other event that is beyond the control of the party in question.  If the delay continues for a period of 60 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

38. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorized officer of that party).
39. Notices shall be deemed to have been duly given: a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; b. when sent, if transmitted by email or fax and a successful transmission report or return receipt is generated; c. on the fifth business day following mailing, if mailed by national ordinary mail; or d. on the tenth business day following mailing, if mailed by airmail.
40. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

 

No Waiver

41. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Severance

42. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable)

Law and Jurisdiction

43. These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.