Terms and Conditions

All services rendered by Lab Plant UK Ltd to the customer (“the Customer”) shall be subject to the following terms and conditions:

These GTC, together with the document to which they are attached (“Quotation”) shall be referred to as “the Contract”.

1. Payment

All payments due under the Contract shall be made within 30 days of the date of Lab Plant UK Ltd ’s invoice, without setoff, withholding or counterclaim, in the currency stated in the Quotation, to the bank account specified in the invoice. If any payment under the Contract is subject to tax and/or duties, the Customer shall pay any amount which, after deduction of tax, will yield the invoiced amount.

Any amounts not paid when due shall bear interest at the specified rate of interest for High Court judgement debts from the date on which they fall due up to and including the date on which they are paid.

2. Confidentiality

Lab Plant UK Ltd shall keep confidential any commercial information identified by the Customer before disclosure as proprietary information, and shall not disclose such information to any third party. However, Lab Plant UK Ltd may disclose such information as is necessary to a sub-contractor under Article 7.

If the Customer intends to disclose to Lab Plant UK Ltd any technical information which is proprietary to the Customer or to any third party, it must first tell Lab Plant UK Ltd the nature of that information and any restrictions on its use or disclosure, and Lab Plant UK Ltd shall have the right to decide whether or not to accept disclosure of that information.

Any information provided by Lab Plant UK Ltd to the Customer in the course of rendering the Services is for use only for the Specified Purpose, and the Customer shall not use such information for any other purpose, nor disclose it to any third party except as necessary to achieve the Specified Purpose and provided that before making any such disclosure the third party has signed a confidentiality undertaking on the same terms as those contained herein.

The provisions of this Article 2 shall not apply (or shall cease to apply) to any information which is in the public domain or lawfully known by the receiving party without binder of secrecy at the time of receipt under the Contract, or which later comes into the public domain otherwise that through breach of the Contract, or which is later received by the receiving party without restriction or disclosure from a third party who is entitled to disclose it.

3. Intellectual Property

The intellectual property rights in all information developed by Lab Plant UK Ltd in the course of rendering the Services shall vest in Lab Plant UK Ltd and Lab Plant UK Ltd grants to the Customer a non-exclusive non-transferable right to use any such information for the Specified Purpose, if disclosed to it by Lab Plant UK Ltd pursuant to the Contract.

4. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under the Contract if and to the extent that such performance is hindered, delayed or prevented by any cause whatsoever outside the reasonable control of that party. However, this provision shall not apply to any obligation to make payments of money when due.

5. Liability

Lab Plant UK Ltd shall use all reasonable care in preparing and rendering the Services, and they shall reflect Lab Plant UK Ltd’s professional skill and judgement. However, Lab Plant UK Ltd does not warrant the fitness for purpose of the Services nor the accuracy or completeness of the information they contain. Lab Plant UK Ltd shall correct or refurnish without cost to Customer any (part of the) Service which proves deficient due to faulty workmanship on the part of Lab Plant UK Ltd and of which Lab Plant UK Ltd is notified in writing within 6 calendar months after completion of the relevant Service.

Lab Plant UK Ltd ’s total aggregate liability arising out of or in connection with the Contract, however such liability may arise (including without limitation any liability arising out of the negligence of Lab Plant UK Ltd or any of its employees or agents) shall be limited to the total price as stated overleaf or £250,000 whichever is greater. However, this is not intended to protect Lab Plant UK Ltd against liability for any deliberate wrongful act attributable to persons constituting the mind and management of Lab Plant UK Ltd.

Customer shall indemnify and hold Lab Plant UK Ltd harmless from any claim, demand, action or proceedings by any third party in connection with damage arising out of or in relation to the Contract, except when and to the extent that the liability of Lab Plant UK Ltd is established in accordance with the previous or the following Paragraph of this Article 5.

Lab Plant UK Ltd and the Customer shall each be responsible for all losses, claims and liabilities in connection with the performance of the Contract arising out of injury, disease, or death of its own employees or loss of or damage to its or their property, even if caused by the negligence of the other party or its employees or agents, and each will indemnify the other accordingly.

Lab Plant UK Ltd shall in no circumstances be liable for any special or consequential loss or damage, including without limitation loss of profits, loss of income or loss of business.

No employees, agents, sub-contractors and affiliates of Lab Plant UK Ltd and their respective officers, agents and employees shall have any personal liability in connection with the Contract.

6. Insurance

The Customer shall maintain adequate insurance to cover its liabilities under the Contract. The insurance policy shall contain a waiver of subrogation against Lab Plant UK Ltd and its employees, directors, and affiliates, agents or sub-contractor(s).

7. Sub-Contracting

Lab Plant UK Ltd may engage sub-contractors to carry out any part of the work to be done in connection with the Services, but Lab Plant UK Ltd shall always remain responsible for performance of all of its obligations under the Contract.

8. Safety

The Customer and its personnel shall observe during any visit to Lab Plant UK Ltd’s premises all rules or regulations that are in force for the users of or visitors to such premises. The Customer shall be responsible for the behaviour of its personnel. Customer shall inform Lab Plant UK Ltd of any hazards, actual or potential, associated with the provision of the Services.

9. Termination

Lab Plant UK Ltd shall have the right to terminate the Contract if: (a) any amount due hereunder has not been paid two (2) months after such amount became due and payable or (b) Customer defaults in the performance of any of its material non-monetary obligations under the Contract, and does not cure such default within 15 days of receipt of notice of default from Lab Plant UK Ltd or (c) the Customer enters into an arrangement with creditors, or become bankrupt, or does any other act or thing on the basis of which Lab Plant UK Ltd reasonably concludes that payment may not be made hereunder when they become due and payable.

Promptly upon such termination becoming effective the Customer shall pay to Lab Plant UK Ltd (a) the value of all work done or Services rendered up to the effective date of such termination and (b) all reasonable costs incurred by Lab Plant UK Ltd in terminating any commitments which it reasonably entered into in the course of or preparation for the performance of its obligations under the Contract.

Such termination shall be without prejudice to any other rights or obligations accrued up to the date of such termination, and to any rights and obligations which expressly or by implication survive the termination of the Contract.

10. Entire Agreement

This Contract constitutes the entire agreement between the parties with respect to the matters set out herein.

No promise, agreement, representation or modification to the Contract shall be of any force or effect between the parties, unless set forth or provided for in the Contract or in amendment hereto, duly signed by both parties.

11. Law and Jurisdiction

The Contract shall be governed by the laws of England, and any dispute arising out of or in connection with the Contract will be subject to the exclusive jurisdiction of the English courts.