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Terms & Conditions of Business

Terms & Conditions of Business

1. Definitions – The following definitions will apply to these terms and conditions of business: 1.1 ‘comply with’ includes observe and perform.

1.2 ‘Confidential Information’ means the Client’s secrets or confidential information and extends to all knowledge and information relating to the Client’s business, organisation, finances, processes, specifications and technology.

1.3 ‘Client’s Requirements’ means the Client’s requirements and specifications for the Engagement. 1.4 ‘parties’ means the parties to this agreement and where the context permits includes their successors

1.5 ‘Engagement’ means the agreed services, work program or analysis arranged commissioned or requested by the client.

1.6 ‘Rights’ means all rights to any intellectual property acquired or developed in respect of the Client’s Requirements (whether or not registered or capable of registration) including but not limited to designs, trade marks, copyright and patents.

2. Commencement and termination – This agreement starts on receipt of the Client’s instructions by SMS Analytical Ltd and shall remain in force until the Engagement is completed, unless terminated earlier under conditions 14 and 15 below

3. Analysis Service – The Client engages SMS Analytical Ltd to provide, and SMS Analytical Ltd shall provide, the services set out in the accompanying document as consultant relating to the Engagement. The Client shall without delay inform SMS Analytical Ltd of all the Client’s Requirements and shall at all times during the continuance of this agreement submit to SMS Analytical Ltd all information and approvals, whether or not given as a result of a request made by SMS Analytical Ltd, in order to enable SMS Analytical Ltd properly to perform their obligations. SMS Analytical Ltd may specify to the Client the date when the Client’s Requirements are to be provided to SMS Analytical Ltd and if the Client does not provide them by that date then SMS Analytical Ltd may elect, by notice in writing to the Client, that time shall not be the essence of this Agreement. The Client shall designate one named person to communicate on its behalf. SMS Analytical Ltd shall not be under any duty to accept any instructions from any person other than the designated person and in case of doubt as to who has the authority to give instructions SMS Analytical Ltd may cease work (in which case time shall cease to be of the essence of this agreement) until it has received written authority signed by the Company Secretary of the Client, or partner, (in the event of the Client being a partnership) indicating the identity of the person in authority.

4. Samples (where specified or required) will be made available promptly to SMS Analytical Ltd by the Client together with all relevant safety and handling data, MSDS etc. The Client will bear the cost of transport of the samples to SMS Analytical Ltd. In the event of SMS Analytical Ltd collecting the samples, and if they are large or heavy, all necessary loading assistance and equipment will be provided by the Client to enable safe handling of the samples at the Client’s premises. Offloading of the samples at SMS Analytical Ltd’ premises will be carried out at the risk of SMS Analytical Ltd. If so requested by the Client in writing, any unused samples will be returned to the Client’s premises at the Client’s expense. Ownership of the samples shall remain with the Client at all times. SMS Analytical Ltd may retain part or some of the sample at their discretion for future tests.

5. Other businesses – SMS Analytical Ltd may have a financial interest in or advise or act as consultant to any business even if it is in competition with the Client. SMS Analytical Ltd will take all reasonable steps to preserve the confidentiality of any proprietary information and/or trade secret disclosed by the Client. Proprietary information furnished by the Client shall remain the sole property of the Client. 6. Quality standards – Other than as implied by Law, no warranty or guarantee is offered on the Engagement

7. Liability – The total liability which SMS Analytical Ltd shall owe to the Client in respect of all claims arising in connection with the performance of the Engagement (whether in contract, tort or otherwise) shall not exceed the total fees charged by SMS Analytical Ltd for the Engagement and paid by the Client. SMS Analytical Ltd shall not be liable to the Client for any Consequential Loss.

8. Capacity – SMS Analytical Ltd will operate as consultants to the Client under this Agreement and not as employees or partners of the Client.

9. Health & Safety The Client will inform SMS Analytical Ltd in writing of any hazardous substances that may damage the health of SMS Analytical Ltd’ representatives, before such representatives arrive upon the Client’s site. The Client will notify SMS Analytical Ltd in writing in advance of any special expertise and special equipment or clothing needed when handling the Client’s samples and attending upon the Clients’ site. The Client will also provide SMS Analytical Ltd in advance with copies of the relevant COSHH data sheets.

10. Security – The Client will be responsible for the safety and security of the data and other components of the Engagement once it has been delivered to the Client’s site and will indemnify SMS Analytical Ltd against all losses caused by wear and tear, fire, theft, vandalism, damp and adverse weather conditions. SMS Analytical Ltd shall be responsible for such security whilst such items are in its possession. Items transported by post or by courier will be insured by the sender and at the sender’s expense.

11. Disputes – Any dispute which the parties are unable to resolve may be referred by either of them either to the President for the time being of the Royal Society of Chemistry who may, at his choice, either arbitrate the matter concerned under its own arbitration scheme (if any) or appoint a single arbitrator. Such arbitrator, however appointed, shall arbitrate in accordance with the Arbitration Act 1996 and his fees, together with the fees of the Society, shall be paid at his direction.

12. Copyright – The ownership of and sole rights to obtain copyright, design rights, patents or registration of or in any designs or processes in the Engagement supplied by SMS Analytical Ltd to the Client on the instructions of the Client shall be vested in the Client from the date of delivery by SMS Analytical Ltd to the Client of the Engagement and the Client may effect and be responsible for the registration and other protection of the Engagement as it thinks fit.

13. Confidential Information – SMS Analytical Ltd shall both during this agreement and after its termination keep confidential and not (except as authorised or required for the purposes of this agreement) use or disclose or attempt to use or disclose any of the Confidential Information except to those of its employees, agents or representatives who need to have access to it for the performance of their duties. SMS Analytical Ltd will not copy or reproduce the Confidential Information in any manner or form without the Client’s prior written consent. All copies, in any form, of the Confidential Information will be returned to the Client if so requested at the termination of this agreement.

14. Fees Time for payment of invoices shall be 30 days from the date of the invoice unless otherwise agreed. If payment of any invoice is not made within 60 days of the invoice date, SMS Analytical Ltd shall be entitled, without prejudice to any other rights that it may have, to charge the Client interest accruing on the sum due to SMS Analytical Ltd at the rate of 3% above the base rate of Cooperative Bank pic until all sums due are paid in full.

15. Termination by the Client – The Client may by written notice terminate this agreement or suspend the performance of all or any of its obligations under it immediately and without liability for compensation or damages if: SMS Analytical Ltd is made subject to any winding up proceedings (other than for reasons of amalgamation or reconstruction); SMS Analytical Ltd is unable or prevented from carrying out their duties under this agreement through any other cause beyond their control for any period or periods exceeding a total of six weeks in any period of six months; SMS Analytical Ltd is guilty of any act which brings the Client into disrepute or which in the Client’s reasonable opinion is prejudicial to its interests.

16. Termination by SMS Analytical Ltd – SMS Analytical Ltd may terminate this agreement or suspend the performance of all or any of their obligations under it after fourteen days written notice and without liability for compensation or damages if: The Client fails to comply with any of its obligations under this agreement or any agreement or deed supplemental to it and the failure (if capable of being remedied) remains un-remedied for seven days after being called to their attention by written notice from SMS Analytical Ltd; the Client has dealings with SMS Analytical’s subcontractors concerning the Engagement without SMS Analytical’s consent; the Client is guilty of any act which brings SMS Analytical Ltd into disrepute or which in the reasonable opinion of SMS Analytical Ltd is prejudicial to its interests. 17. No waiver – Either party may release or compromise the liability of the other under this agreement or grant to the other time or other indulgence without affecting the other’s liability.

18. Entire understanding – This agreement embodies the entire understanding of the parties in respect of the matters contained or referred to in it and there are no promises, terms, conditions or obligations oral or written, express or implied other than those contained in this agreement.

19. Variation – No variation or amendment of this agreement or oral commitment related to it shall be valid unless committed to writing and signed by or on behalf of both parties.

20. Prior agreements – This agreement is in substitution for all previous contracts (except those referred to on page 1 of this agreement) express or implied between the Client and SMS Analytical Ltd which shall be terminated by mutual consent from the Commencement Date. 21. Law and jurisdiction – This agreement shall be governed by English law

22. Any notice given under this agreement shall be in writing and may be served: personally, by registered or recorded delivery mail, by facsimile transmission (the latter confirmed by post); Each party’s address for the service of notice shall be the address set out above or such other address as is specified by notice to the other. A notice shall be deemed to have been served: if it was served in person, at the time of service; if it was served by post, 48 hours after it was posted; and if it was served by facsimile transmission, at the time of transmission.