General Terms and Conditions of Supply of Services

1. DEFINITIONS
“AMENCON” means Amencon Limited
“Client means the person, firm or company who instructs AMENCON to provide Services
“Services” means the services to be supplied by AMENCON to the Client.
“Goods” means any goods supplied to the Client in connection with the supply of Services to the Client by AMENCON.
2. CONDITIONS
2.1 These conditions apply to Services and Goods supplied by AMENCON to the Client from time to time other than those made under any negotiated supply agreement between AMENCON and the Client and prevail of any terms and conditions, standard or otherwise, of the Client or implied by trade custom, practice or course of dealing.
2.2 Any change or addition to t hese Conditions may only be made in writing signed by an authorised signatory of AMENCON.
2.3 These Conditions shall apply to any Services and Goods supplied to the Client which are the subject of periodic calloff or delivery as though each calloff or delivery was a separate Contract.
2.4 The Client's instructions will only be accepted when an acknowledgement is signed by an authorised signatory of AMENCON.
2.5 Any description or illustration in AMENCON sales literature, fee scales or other advertising materials are intended merely to represent the general scope of the Services and shall not form representations or be part of the contract.
2.6 AMENCON reserve the right to correct any clerical errors made by its employees or in its sales literature, quotations, fee scales or other documentation at any time.
2.7 Each of the clauses in these general terms and conditions and every part thereof shall be separate and severable to the intent that if one clause or one part thereof shall be unenforceable the other clauses and the other parts of the clause respectively shall be effective.
2.8 The exclusions and limitations contained in these general terms and conditions of sale only apply so far as permitted by law.
3. SERVICES SUPPLIED
The Services supplied to the Client by the AMENCON shall:
3.1 be performed efficiently, safely and completely and in conformity with any applicable industry code of practice by suitably qualified and experienced personnel;
3.2 be of quality reasonably expected by the Client and comply with the requirements agreed in writing by the Client and AMENCON; and
3.3 together with any equipment supplied and the use of such equipment by AMENCON comply with all applicable statutes, rules, directives and regulations.
4. GOODS SUPPLIED
The Goods supplied to the Client by AMENCON shall:
4.1 be of the description and quantity agreed in writing by the Client and AMENCON, of merchantable quality, capable of any specified standard of performance and fit for the purpose for which they are supplied;
4.2 conform to any specifications agreed in writing by the Client and AMENCON and any samples provided t o and approved by the Client; and 4.3 comply with all applicable statutes, rules, directives and regulations.
5. LABORATO RY TEST ING
5.1 Samples collected by the Client shall be provided to AMENCON or AMENCON's appointed laboratory in such form and quantity for the analysis required. The Client shall submit a full schedule with the samples together with any other relevant information likely to be useful during analysis, especially where the Client has any suspicion that there may be present in the sample substances hazardous to health or dangerous to employees, servants or agents of AMENCON. The Client shall ensure all samples delivered to AMENCON are labelled, packed and transported in accordance with agreed specifications and any applicable statutes, rules, directives and regulations.
5.2 AMENCON will not normally accept any sample for analysis which upon inspection is found or shown to be biologically or radiologically active.
5.3 If requested within 30 days of submission of samples AMENCON will arrange for the return of all samples remaining after testing to the Client.
5.4 If the Client intends an analysis report to be used in litigation the Client must advise AMENCON of such intention in writing on submitting the sample. AMENCON retains the right to decline to issue a report for use in litigation within a reasonable time after receipt of the sample and advise the Client accordingly. No analysis report may be used by the Client in litigation without the prior written permission of AMENCON
6. DELIVERY AND PERFORMANCE
6.1 AMENCON will use all reasonable endeavours to meet any date quoted by AMENCON for completion of reports but any date named by AMENCON for completion is given and intended as an estimate only and is not to be of the essence of the contract.
6. 2 AMENCON shall not be liable in any way in respect of late completion of a report howsoever caused nor shall such late completion be deemed to be a breach of contract.
7. PRICE
7.1 The price for the Services and Good shall be that agreed in writing between AMENCON and the Client.
7.2 The quoted or estimated fee for the Services is based on the current fee scale of AMENCON and if the same shall increase after the date of instruction by the Client, AMENCON shall be entitled to increase the fees by a fair proportion to reflect the increase in the fee scale.
7.3 Where AMENCON is required or requested to participate in or provide evidence in connection with any litigation AMENCON shall be entitled to charge the Client at the then prevailing hourly rate of AMENCON for time spent in connection therewith.
8. PAYMENT
8.1 Payment for Services and Goods supplied by AMENCON is due within 30 DAYS OF THE INVOICE DATE.
8.2 AMENCON shall be entitled to charge interest at a rate equal to 8% above the base lending rate of NatWest Bank from time to time on all overdue payments from the date the payment was due until the date such payment is made in full.
8.3 AMENCON shall be entitled to suspend or cancel further Services under this and any other contract between the parties hereto if any payment is more than seven days overdue.
8.4 For the purpose of this condition time of payment shall be of the essence of the contract.
8.5 The Client shall not be entitled to withhold or set off payment for any reason whatsoever.
9. ACCEPTANCE OF SERVICES AND GOODS
9.1 The Client is deemed to have satisfied himself that the Services are in accordance with his requirements and sufficient for his purpose.
9.2 The Client’s acceptance of the Services and Goods will be assumed unless AMENCON is advised in writing otherwise within 30 days of delivery of Services and Goods.
10. REPORTS
10.1 AMENCON endeavours to assist the Client by making initial reports orally where appropriate but accepts responsibility only for (and reliance shall be placed only on) formal reports made in writing and only in accordance with these terms and conditions.
10.2 No report may be used by the Client or any other party in connection with any litigation without the prior express written consent of AMENCON. The client undertakes not to summon or otherwise any employee of AMENCON to give evidence in connection with any litigation without the prior written consent of AMENCON.
10.3 Analysis reports are based only on the samples actually tested and are relevant only to the properties of samples which have been taken for specific tests. No result or report shall be construed as an indication by AMENCON that a sample is fit for any purpose unless specifically stated in writing by AMENCON. AMENCON shall not be liable in relation to the Client’s interpretation of the results of any analysis.
11. LIMITATION OF LIABILITY
11.1 AMENCON shall not be liable for any loss or damage arising from work carried out on behalf of the Client unless such loss or damage is proven to have resulted from negligence on the part of AMENCON.
11.2 In no circumstances shall AMENCON be liable for any loss or damage suffered by the Client or any third party as a result of the use of any information or reports prepared or provided by AMENCON.
11.3 Insofar as AMENCON is liable for any costs claim or demand whatsoever of the Client, the liability of AMENCON shall be limited to (at the discretion of AMENCON):
a) Providing a further report; or
b) Allowing a full credit for the cost of the defective Services provided by AMENCON.
11.4 In any event AMENCON shall not be liable in any way for any consequential loss or damage (including without limitation any loss of profits, third part claims or interest).
12. INTELLECTUAL PROPERTY
12.1 The Client will, on request, assign free of charge to AMENCON the title to all intellectual property rights of whatever nature in all countries of the world in any words, pictures, drawings, artwork, storyboards, designs, devices, representations, packaging, or other things created or prepared by AMENCON in connection with the supply of Services and Goods. For these purposes intellectual property rights includes patents and patent applications which have resulted directly or indirectly from the design or development work undertaken by AMENCON exclusively for the Client.
12.2 The copyright in any work or report carried out or prepared by AMENCON shall remain vested in AMENCON at all times.
13. CONFIDENTIALITY
13.1 Reports are issued as a private and confidential report to the Client and may not be further used or relied upon by any other party without the express written permission of AMENCON.
13.2 The Client shall at all times keep all Restricted Information confidential and not disclose any Restricted Information to any person unless such Restricted Information is or becomes public knowledge through no fault of the Client or it can be shown to the reasonable satisfaction of AMENCON that such Restricted Information was known to the Client before it was disclosed by AMENCON. This clause shall remain binding on the Client notwithstanding completion or termination of the Contract.
13.3 Any specification, design, drawing, pattern, artwork, electronic file or electronic media supplied by AMENCON for the purpose of or in connection with this Contract shall remain the property of AMENCON and the Client shall be responsible for its safe custody and return to AMENCON.
14. FORCE MAJEURE
Performance by AMENCON of its obligations in connection with the supply of Goods or Services may be suspended in the event of interference with such performance due to any matter outside AMENCON’s reasonable control. Such suspension shall be without prejudice to AMENCON’s right to cancel all or part of this Contract where such interference continues for seven days or more.
15. HAZARDS
The Client will inform AMENCON of all hazards and regulatory requirements associated with the use, handling, storage, labelling and transport of the Client’s samples or materials or equipment requiring inspection, and will ensure that the samples are properly and prominently marked with the appropriate internationally recognised hazard symbols and that prominent hazard warnings appear on all items and associated documents.
16. ONSITE WORKING
The Client shall provide AMENCON employees, agents and subcontractors with the necessary information and training to ensure their familiarity with all applicable site and safety rules prior to commencement of work on the Client’s site or any third party’s site as instructed by the Client.
17. SUBCONTRACTING AND ASSIGNMENT
AMENCON reserves the right to use specialist subcontractors, when required, in order to satisfy the Client’s requirements under this Contract.
18. COMMUNICATIONS
Any communications required to be served by a party in connection with these Conditions shall be sent by ordinary mail (except in the case of emergency when facsimile transmission or registered mail must be used) to the address stated in the Contract correspondence received from AMENCON and to the registered office of AMENCON.
19. WAIVER
No exercise or failure to exercise any right shall constitute a waiver of any other right under these Conditions.
20. SEPARABILITY
Each supply of Services under this Contract shall be deemed to constitute a separate Contract to which the Terms and Conditions hereof shall apply. Provided that these Conditions shall be subject to and shall in no way affect AMENCON’s rights hereunder to suspend or terminate the whole Contract in the circumstances there mentioned.
21. BREACH
If the Client
21.1 makes default in or commits any breach of its obligations to AMENCON hereunder or
21.2 is involved in any legal proceedings in which its solvency is involved or
21.3 (being a Company) commences liquidation or
21.4 ceases or threatens to cease to trade or if serious doubt arises as to the Client’s solvency then and in any such case AMENCON shall immediately become entitled (without prejudice to its other claims and rights under this Contract) to suspend further performance of this Contract for such time not exceeding six months as it shall in its absolute discretion think fit or (whether or not notice of such suspension shall have been given) to treat the Contract as wrongfully repudiated by the Client and forthwith terminate the Contract. AMENCON will notify the Client of the exercise of its option to suspend or terminate this Contract within a reasonable time of its becoming aware of the fact or default on the Client’s part giving rise to the exercise of AMENCON’s rights under this condition.
22. ARBITRATION
If at any time any dispute shall arise between the Client and AMENCON in connection with this Contract AMENCON may give notice in writing of the existence of such dispute to the Client and require the same to be referred to the arbitration of a person mutually agreed upon or failing agreement to some person appointed by the President for the time being of the Law Society. The submission shall be deemed to be a submission to arbitration within the meaning of the Arbitration Act 1950 or any statutory modification or enactment thereof. No exercise or failure to exercise any right shall constitute a waiver of any other right under these Conditions.
23. JURISDICTION
This Contract shall be interpreted according to the Law of England and the Client hereby accepts the jurisdiction of such Courts, whether in England or elsewhere, as AMENCON may nominate for the purpose of trying any action arising out of this Contract.