GENERAL TERMS AND CONDITIONS OF SERVICE
1. Area of Application
1.1 When an order is placed with UIS Organic Laboratory (Pty) Ltd (hereafter UISOL), a contract with the Terms and Conditions set out below comes into being These Terms and Conditions supersede and replace any verbal or written agreement (except for any agreed variation under clause 15), terms on purchase orders, memoranda or clauses in any other documents between the parties.
1.2 Any commitment purported to have been entered into on behalf of UISOL by one of its employees or similar is only valid if accompanied by a written signed confirmation from an authorised signatory of UISOL. However, an order placed with UISOL is considered as accepted by UISOL when UISOL proceeds to fulfill that order, without need for any written or verbal confirmation from UISOL.
1.3 The information provided in the price lists, website and any other documents prepared by UISOL are only indicative and in no way commits UISOL, who reserves the right to modify such information at any time.
2. Placement of Order
2.1 The customer’s order will only be valid if sent by mail or fax on headed paper of the customer or by using an approved UISOL sample request sheet. The customer is responsible for ensuring that orders given by telephone are confirmed by the customer by mail or fax immediately after placement by telephone. Orders placed by telephone will be governed by these Terms and Conditions whether or not thecustomer submits such written confirmation. Also, if the customer sends samples to UISOL quoting the customer reference, UISOL is entitled to treat this as the customer placing an order and the customer will be bound by these Terms and Conditions on acceptance of such an order by UISOL..
2.2 If the customer places any orders with UISOL, the commercial aspects of the order not specifically set out in these Terms and Conditions (including, but not limited to price, estimated turnaround times and delivery date) must be agreed at the time of the order and the commercial terms agreed in relation to any initial order will not automatically apply to additional or subsequent orders. Each order is to be treated as a separate contract between UISOL and the customer.
3. Prices and Terms of Payment
3.1 UISOL’s prices do not include the statutory value-added tax, which is shown separately on the invoice at the statutory amount on the date of invoicing. UISOL may revise prices quoted at any time.
3.2 UISOL reserves the right to increase the prices appropriately if unforeseen cost increases, particularly as the result of increases in the cost of materials, occur after the agreement is signed or if the amount of work exceeds the original estimate. On request, UISOL will document such increases for the customer.
3.3 Unless otherwise agreed by UISOL in its acceptance of any order, payment of all invoices is due strictly within 30 days of the invoice date.
3.4 Unless otherwise agreed, any invoice, which remains outstanding 30 days after the invoice date, may be liable to interest at a rate of 2% per month or per part of month on the amount outstanding or the maximum amount permitted by applicable law (whichever is less), calculated from the date payment fell due to the date payment is actually received (whether before or after judgement).
4. Sampling, Sample Delivery and Analysis Request
4.1 The customer is solely responsible for sampling and the proper delivery of samples to UISOL for testing.
4.2 Before performing any work, UISOL shall examine and review client’s analysis request, which shall outline the scope and timing of work to be performed. If such request is incomplete or unclear, UISOL shall consult with client before proceeding with the work. Client shall provide such additional information requested by UISOL as may be necessary for the satisfactory performance of the work covered by each analysis request.
4.3 UISOL is entitled to reject samples or materials and to terminate the signed agreement for good cause or to interrupt it for an appropriate time period, if the samples, the sampling conditions or the materials do not meet the necessary requirements.
5. Property Rights on Sample Material and Sample Storage
Samples accepted by UISOL shall remain the property of client while in the custody of UISOL. UISOL shall retain samples for a period of thirty (30) days following the date of submission of its report to client. UISOL shall extend the retention period if client so requests and agrees to pay for additional storage. Following the retention period, UISOL will dispose of most samples upon client request. UISOL reserves the right to charge for disposal of samples it considers difficult to handle or, at the option of UISOL, to return samples to client in lieu of disposal. All such samples returned shall be accepted by client.
6. Delivery Dates, Turnaround Time
6.1 Delivery dates and turnaround times are estimates and are provided to the customer for information only. Time for delivery dates and turnaround time is not of the essence. Without prejudice to this, UISOL will use reasonable efforts to meet agreed upon delivery dates and turnaround times.
6.2 Analysis results are often despatched to the customer by E-Mail or fax. It is the responsibility of the customer to inform UISOL in writing before the results are despatched if this is not acceptable or if he wishes to receive the results only by mail or in any other way.
7.Reports and Records.
Unless otherwise agreed by UISOL in writing, client shall use reports prepared by UISOL only for the purposes disclosed to UISOL at the time of contracting. UISOL shall maintain records and supporting documents for work for a period of five (5) years after completion of said work. UISOL shall be the owner of all such documents; provided, however, that copies may be supplied to client upon request.
8. Limited Warranties and Responsibilities
8.1 UISOL shall perform its work in accordance with the current state of technology and within the accepted standard operating procedures. The customer is aware of and acknowledges that analytical methods may not always yield a 100% exact and/ or relevant results. Analytical methods are subject among other factors to the methods uncertainty (generally described in the official test method in terms of repeatability and reproducibility), to the methods suitability to the matrix/ product at hand or rarely to human error or instrumental malfunction, that may not always be picked up by the laboratory’s quality assurance programs. With respect to the economical importance of the analysis and the potential consequences of a faulty result, it is thus the customers responsibility to check the plausibility and validity of results and if appropriate request retesting, possibly with a different confirmatory method. Interpretations are based on analysis results and on information provided by the customer and if the customer wishes to rely on the interpretation shall do so at its own risk.
8.2 UISOL shall furnish all supervision, labor, facilities, equipment and materials necessary or desirable to perform its work. If client directs a manner of making tests that varies from standard or recommended procedures, client shall hold UISOL harmless from all claims, damages and expenses arising out of such direction. Such variations shall be noted on analysis requests.
8.3 Each analytical report relates exclusively to the sample received by UISOL, as specified in the written acceptance of order by UISOL. UISOL accepts no responsibility for the way the sample was collected, stored or delivered to UISOL.
9. Limit of Liability
9.1 In no event shall UISOL be liable for any incidental or consequential damages of any kind, whether or not arising out of negligence. The aggregate liability of UISOL for its negligent acts and omissions and for its non-intentional breach of the agreement with client shall not exceed the fee paid to UISOL for its services, and client agrees to indemnify UISOL from all liabilities to others in excess of that amount. UISOL is only liable for proven damages in connection with analyses if these damages are directly due to UISOL’s willful intent and gross negligence. In any case UISOL liability is limited to the compensation of the direct and immediate damage caused by UISOL’s faulty actions or omissions in connection with the performance of the agreement.
10. Repeated Analysis
10.1 If the customer raises an objection to a test result reported by UISOL, then UISOL shall review the result. UISOL is also entitled to have the review conducted by third parties. If the result objected to is corroborated the customer shall bear the costs of the repeat testing or review. Otherwise, the test result will be corrected free of charge.
10.2 A repeat test can only be performed if the conditions of the sample or goods to be sampled make such retesting possible.
10.3 Objections to the test result are allowed within a period of two weeks, counting from the time the result is received by the customer.
11. Duty of Confidentiality
UISOL shall not provide analytical results or information on client work to any party other than client, unless client, in writing, requests information to be provided to a third party or unless disclosure by UISOL is required by law.
12. Force Majeure
12.1 UISOL shall not be liable to the customer for any delays in performance or any non-performance of its obligations as a result of causes beyond its control (which for the avoidance of doubt shall include, but not be limited to, acts of God, strike, lock-out, government order, nonavailability of equipment or parts, power or other utilities failures, war, riots or public disturbances, acts of terror etc.) and also if they affect UISOL’s suppliers or subcontractors. They entitle UISOL postpone the service (if possible and within the required holding times) by the duration of the obstacle plus an appropriate start-up period or to withdraw from the agreement entirely or in part with regard to the still not performed portion.
13. Attorneys’ Fees.
If either party to this agreement makes a claim against the other as to issues arising out of the performance of this agreement, the prevailing party shall be entitled to recover its reasonable expenses of litigation, including reasonable attorneys’ fees. If UISOL brings a lawsuit against client to collect the invoiced fees and expenses of UISOL, client agrees to pay the reasonable collection expenses, including attorneys’ fees,incurred by UISOL.
14. Response to Legal Process.
Client shall compensate UISOL for its services and expenses if UISOL is required to respond to legal process related to its services for client. Compensatable services shall include hourly charges for all UISOL personnel involved in the response and attorneys’ fees reasonably incurred in obtaining advice concerning the response, the preparation of the testifier and appearances related to the legal process.
15. Disclaimer and Miscellaneous
These Terms and Conditions may be amended by UISOL from time to time by sending amended Terms and Conditions to the customer which shall apply to all orders placed after the customer is deemed to have received the amended Terms and Conditions (which for these purposes shall be deemed to be two days after the date on which they are mailed to the customer). No other amendments or variations shall be valid unless signed by an authorised signatory of UISOL.
16. Entire Agreement; Governing Law.
Unless modified by a written agreement signed by client and UISOL, these terms and conditions shall constitute the entire agreement between the parties as to the matters herein addressed, any prior course of dealing or trade custom notwithstanding. The agreement between UISOL and client shall be governed by South African law.