INSLAB d.o.o.
GENERAL TERMS AND CONDITIONS
1. General clause
1.1. INSLAB d.o.o. (hereinafter: “INSLAB”) provides services to its Customers on a fee-for-service basis. Unless otherwise stated in a formal contract between INSLAB and Customer (together referred to as the “parties” or individually as the “party”), services provided by INSLAB are expressly regulated with this General Terms and Conditions stated herein (“Terms & Conditions”). All placed orders accepted by INSLAB with respect to all dealings, test and analytical services provided by INSLAB, including orders placed by telephone which have not been confirmed in writing and orders made by delivery of sample materials (together: ‘’Order’’ or ‘’placed Order’’), shall be governed by these Terms & Conditions. By placing Order on any of INSLABs’ services, the Customer agrees to be bound by and comply with these Terms & Conditions. An Order placed at INSLAB is considered as accepted and contractual relationship is established when the Order is confirmed in writing by INSLAB, unless otherwise agreed between the parties (“Order Acceptance”).
1.2. These Terms & Conditions supersede and replace all prior verbal or written price quotations and agreements between the parties and, unless specifically indicated otherwise therein take precedence over all conflicting or inconsistent provisions of subsequent written agreements between the parties. No officer (other than the Managing Director of INSLAB), employee, agent or subcontractor of INSLAB has the authority to alter or waive any of these Terms & Conditions or to make any representation which conflicts with or purports to override any of these Terms & Conditions; and no such alteration, waiver or representation shall be binding upon INSLAB, unless it is in writing and signed by the Managing Director of INSLAB prior to the performance of service. These Terms & Conditions apply without any exception to all future placed Orders between the parties.
1.3. Each party hereby represents and warrants to the other party that: (i) it has full power and authority to place an Order; (ii) the Order and these Terms & Conditions have been duly authorized; (iii) the Order and these Terms & Conditions are binding upon it; and (iv) it is not subject to any conflicting obligation or legal impediment that might preclude or interfere with its performance of its obligations under the Order or these Terms & Conditions and that no such obligations will be incurred or permitted in the future without the prior written approval of the other party. For the purpose of these Terms & Conditions, the ‘’Report’’ shall mean any deliverables or results that are provided by INSLAB to the Customer.
2. Placement of Order
2.1. Custom quotes (specific analysis which are agreed separately and apart) are required for most sample materials submissions. A Customer’s Order will be valid for INSLAB only if it is sent in an order form, either electronically or on paper. The commercial aspects of the Order which are not specifically set out in these Terms & Conditions (including price, estimated turnaround times and Report delivery date) must be agreed at the time of Order placement. If the Order is given by telephone, the Customer must immediately confirm it in writing, or it will be deemed to be placed Order if the Customer sends sample materials to INSLAB quoting the Customer reference. Volume discounts are available for many of the performed tests and analysis. Please ask for a quotation and discount on your volume testing requirements. INSLAB is not obligated to start any analytical work unless the Order is clear and it has been provided with all required information.
2.2. Unless specifically accepted in writing and signed by the Managing Director of INSLAB, any terms proposed or submitted by a Customer at any time (including, but not limited to, terms or provisions in the customer’s Order, instructions or other document) which differ from these Terms & Conditions are rejected as a material alteration of these Terms & Conditions and shall be of no force or effect. Furthermore, special terms or conditions of prior Orders, including special pricing, will not automatically apply to subsequent Orders. Each Order accepted by INSLAB will be treated as a separate contractual relationship between INSLAB and the Customer.
2.3. INSLAB is entitled to charge sample material preparation, management, and administrative fees in connection with the request for additional services to an existing Order. A request for additional services on sample materials that have entered the INSLAB’s laboratory will be treated as a new Order and may postpone estimated delivery date accordingly. Any additional cost or expenditure in connection with that Order must be paid by the Customer. Rush analysis or services during the weekend and holiday is available but may incur additional costs. It is the Customer’s responsibility to inquire of such charges prior to submission of sample materials for analysis. All Orders can be cancelled within 24 hours after Order acceptance (cancellation period). If sample(s) are processed for analysis before cancellation has been requested, cost of completed preparation and/or full analysis cost will be charged. After cancellation period the Order cannot be cancelled, and the Customer is committed to full payment of the Order.
3. Price and Terms of Payment
3.1. Prices as are set forth in Order Acceptance, are exclusive of all applicable taxes (including sales, use and VAT) and are based on tariffs in force at the day of the remittance of the placed Order from the Customer. Applicable taxes are those in force at the date of invoicing.
3.2. Unless specifically agreed otherwise by INSLAB in its Order Acceptance, payment of all invoices is due strictly within 15 days of the invoice date. Any dispute about invoices must be raised within 8 days of the invoice date. The challenge of an analytical Report will not entitle a Customer to defer payment. Any invoice which remains unpaid after due date, may be additionally charged with a statutory interest according to applicable law.
3.3. The invoice payment method is bank transfer. The customer undertakes to pay the correct account, with correct payment reference.
3.4. INSLAB is entitled to require advance prepayment of up to 100% of the quoted order price as a condition of acceptance.
4. Duties of the Customer in Delivering Sample materials
4.1. The sample materials must be in a condition that makes the preparation of analyses possible without difficulty. INSLAB is entitled to conduct an initial examination of the sample materials to check their condition before processing the sample materials. The Customer shall bear the costs of this initial examination, if the sample materials do not comply with the requirements described in this Clause 4.1. If the report of the initial examination is that an analysis is impossible or is possible only under more difficult conditions than originally anticipated – for example, because the sample materials have been interspersed with foreign materials or substances that were not reported by the customer or are degraded – INSLAB shall be entitled to charge additional fees if the analysis is proceed, terminate or interrupt the order and the Customer shall bear costs incurred by INSLAB to that point.
4.2. The Customer must ensure, and hereby warrants, that no sample materials present any danger to INSLAB laboratory, instruments, personnel or representatives. It is the Customer’s responsibility to ensure compliance with hazardous waste regulations, including regarding information, transportation and disposal and to inform INSLAB’s personnel or representatives about sample materials health and safety concerns, including any known or suspected toxic or other contaminant that may be present in the sample materials and its likely level of contamination as well as the risks to INSLAB premises, instruments, personnel and representatives related to the contamination. The Customer shall be responsible for, and indemnifies INSLAB against, all costs, damages, liabilities and injuries that may be caused to or incurred by INSLAB or its personnel or representatives including on the sampling site, during the transportation or in the laboratory by the Customer’s sample materials or by sampling site conditions. The Customer shall bear all extraordinary costs for adequate disposal of hazardous waste resulting from the sample materials, whether or not described as hazardous waste. At INSLAB’s request, the Customer must provide INSLAB with the exact composition of the sample materials.
5. Property Rights on Sample materials and Sample Storage
5.1. All sample materials become the property of INSLAB to the extent necessary for the performance of the Order. Unless the Customer pays for storage, INSLAB shall have no obligation or liability for sample materials sent to INSLAB for storage, including sample materials requiring refrigeration. If the Customer pays for storage, INSLAB will take commercially reasonable steps to store the sample materials, according to professional practice.
5.2. INSLAB can dispose of or destroy sample materials immediately after the analysis has been performed, unless INSLAB and the Customer have agreed in writing on the terms of sample materials retention by INSLAB. INSLAB can also dispose of or destroy the sample materials after the agreed retention period, without further notice and at Customer’s cost, if INSLAB incurs additional costs due to compliance with any regulation (for example, with respect to disposal of hazardous waste). If the Customer requests the return of unneeded sample materials, INSLAB will return them to the Customer, at the Customer’s cost and Customer’s sole liability.
6. Delivery dates, Turnaround time
6.1. Delivery dates and turnaround times (calculated in business days, excluding weekends and holidays), are estimated and do not constitute a commitment by INSLAB. Nevertheless, INSLAB shall make commercially reasonable efforts to meet its estimated Deliver dates.
6.2. Report of the Ordered service/s is sent as pdf document by email and/or by regular mail, to the persons indicated by the Customer in the Order, promptly after the analysis is completed.
7. Transfer of Intellectual Property Rights
7.1. Intellectual Property Rights (“IPR”) means patents, rights to apply for patents, trademarks, trade names, service marks, domain names, copyrights, industrial models, inventions, know-how, trade secrets, methods, processes, and other intangible proprietary information. All IPR belonging to a party prior to Order Acceptance shall remain vested in that party. All IPR associated with sample analysis methods, processes and Reports are vested, and shall remain vested, in INSLAB. INSLAB shall hold the copyrights for the reviews, expert opinions, test and analysis Reports made upon the Customer’s request, in respect of which such rights may arise. Any use by the Customer (or its Affiliates) of the name “INSLAB” or any of INSLABs’ trademarks or brand names for any marketing, media or publication purposes must be approved in writing by INSLAB prior to the use. INSLAB reserves the right to terminate this Agreement immediately as a result of any such unauthorised use and seek for damages.
7.2. The Customer acknowledges and agrees that all testing protocols or processes used to generate Reports are in the sole ownership of INSLAB. No rights or ownership of INSLAB’s copyrights or other IPR of INSLAB is transferred by invoicing the Customer for protocols used in the performance of the service by INSLAB. Customer agrees that it shall not infringe any of the IPR of INSLAB.
7.3. All IPR in any results, Reports, documents or any other material (in whatever medium) produced by INSLAB pursuant to this Terms & Conditions shall belong to INSLAB. The Customer shall have the right to use any such results, Reports, documents or other material only for the purposes of established contractual relationship.
7.4. The Customer agrees and acknowledges that INSLAB retains any and all IPR in inventions that may arise during the preparation or provision of any Report and the provision of the services to the Customer.
7.5. Title in any Reports by INSLAB to the Customer will remain with INSLAB until all invoices in respect thereof have been paid by the Customer in full, and until such full payment, the Customer shall have no property rights or other rights to use them. In addition, even if INSLAB has accepted and begun to fulfil an Order, INSLAB has the right at any time to stop processing that Order and to stop doing any services for a Customer if that Customer is late in paying any amount due to INSLAB, whether for that or any other Order.
7.6. Even after payment is fulfilled by the Customer, INSLAB retains the right to store, use and publish all Reports in an anonymous form which does not identify the Customer.
7.7. The Customer may reproduce or replicate any Report but only in its entirety and in the form provided by INSLAB and the Customer shall not, without the written consent of INSLAB, reproduce or replicate any Report which has been modified from the form provided by INSLAB. The Customer shall not use any Reports issued by INSLAB in a misleading manner and agrees that it will only distribute such Reports in their entirety. The Customer warrants that any information or materials do not infringe third party rights.
8. Limited warranties and responsibilities
8.1. Orders are handled in the conditions available to INSLAB in accordance with the current state of technology and methods developed and generally applied by INSLAB. INSLAB warrants that analyses, Reports, interpretations, assessments, consulting services and conclusions are prepared with a commercially reasonable degree of care in accordance with INSLAB procedures, guidelines and standard methodologies.
8.2. However, INSLAB cannot guarantee that these procedures and standard methodologies will always be correct or absolute. In the event of error, omission, or other professional negligence or any breach of the above warranty, the sole and exclusive responsibility of INSLAB shall be to re-perform the deficient analysis at its own expense, and INSLAB shall have no other liability. The Customer hereby explicitly waives any right under otherwise applicable law to make claims for inadequate performance. The Customer may not make any claim under this limited warranty or on any other basis, later than one month after the delivery date of the Report, if the acknowledgement of the order does not specifically state otherwise. In all cases, the Customer must independently verify the validity of any Reports, interpretations, assessments and conclusions supplied by INSLAB, if it wishes to rely on the same in respect of matters of importance and shall do so at its own risk. INSLAB reserves the right to change or modify specifications related to measurement tolerances, accreditation status and quantification limits. Available analytical specifications may not necessarily be updated continuously. INSLAB undertakes to inform the Customer about changes to methods if, in INSLAB judgment, this will cause the Customer a significant reduction/ impairment of an Order.
8.3. Each analytical Report relates exclusively to the sample materials delivered and analysed by INSLAB. Test Report is not necessarily indicative of the characteristics of any other sample materials from the same or any other batch. If INSLAB has not expressly been mandated and paid for the definition of the sampling plan (including which sample materials of which raw materials and finished products and at which frequency should be analysed) and to specify the exact scope of the precise range of analysis to be performed or if the Customer has not followed INSLAB recommendations, INSLAB shall not be liable if the sampling plan and/or the scope of analysis to be performed prove to be insufficient or inappropriate.
8.4. The Customer is responsible for the proper delivery and intact shape/form of sample materials sent to INSLAB for examination/analyses of Ordered services. The Customer will at all times be liable for the security, packaging and insurance of the sample materials from its dispatch until it is delivered to the INSLAB laboratory. INSLAB will use commercially reasonable care in handling and storing sample materials, but INSLAB shall not be held responsible for any loss or destruction of sample materials even after their receipt at INSLAB laboratories, unless otherwise agreed between the parties or regulated by applicable law. INSLAB is not responsible for sample materials that are rejected for analysis because of holding time or improper preservation or storage before sample materials are received by INSLAB’s personnel. If a sample material pick-up at Customer location is scheduled, and INSLAB field technician arrives but no sample materials are available or access cannot be granted for any reason, INSLAB reserves the right to charge for the pick-up cost.
8.5. The Customer warrants and represents to INSLAB that all sample materials sent to INSLAB for analysis are safe and in a stable condition and undertakes to indemnify INSLAB for any losses, injuries, claims and costs which INSLAB, or its personnel, may suffer as a result of any sample materials not being in a safe or stable condition, notwithstanding that the Customer may have given an indication on the sample materials or any order form of any perceived problem with the sample materials. Prior the shipment the Customer must always inform INSLAB and label the packaging, sample materials and/ or containers appropriately, if the sample materials are dangerous or otherwise of a hazardous nature.
8.6. Unless explicitly agreed in writing by all parties, the contractual relationship shall be exclusively between the Customer and INSLAB. There shall be no third-party beneficiary or collateral warranty relating to any Order. INSLAB is entitled to fully or partially sub-contract, under INSLAB responsibility. Information about which sub-contractors INSLAB use can be obtained upon request. The Customer may instruct INSLAB not to use certain sub-contractors. If at the moment of Order Acceptance INSLAB cannot ensure another suitable sub-contractor, the Order can be rejected by INSLAB.
8.7. The Customer shall indemnify and hold INSLAB harmless from and against any and all third-party claims in any way relating to the Customer or to the Order by the Customer.
8.8. According to governing law, INSLAB is entitled to cancel contractional relationship in case of any breach of this Terms & Conditions.
8.9. INSLAB assumes no liability for any purpose for which the Customer chooses to use Report.
9. Limitation of Liability
9.1. In the event of any error, omission, or other professional negligence, the sole and exclusive responsibility of INSLAB shall be to re-perform the deficient work at its own expense and INSLAB shall have no other liability whatsoever. All claims shall be deemed waived unless made in writing and received by INSLAB within 30 days following completion of services.
9.2 INSLAB shall have no liability, obligation, or responsibility of any kind for losses, costs, expenses, or other damages (including but not limited to any special, direct, incidental or consequential damages) with respect to INSLAB’s services or Reports. All Reports provided by INSLAB are strictly for the use of its Customers and INSLAB is in no way responsible for the use of such Reports by the Customers or third parties. All Reports should be considered in their entirety, and INSLAB is not responsible for the separation, detachment, or other use of any portion of these Reports. The Customer may not assign the Report without the written consent of the INSLAB. The Customer covenants and agrees, at its/his/her sole expense, to indemnify, protect, defend, and save harmless INSLAB from and against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, actions, proceedings, costs, disbursements and/or expenses (including, without limitation attorneys’ and experts’ fees and disbursements) of any kind whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against Customer relating to, resulting from or arising out of (a) the breach of these Terms & Conditions by this Customer, (b) the negligence of the Customer in handling, delivering or disclosing any hazardous substance, (c) the violation of the Customer of any applicable law, (d) non-compliance by the Customer with any environmental permit or (e) a material misrepresentation in disclosing the materials to be tested.
9.3 In the event that the competent court finds that any limitation of liability provision is void or null, then INSLAB shall be liable for proven contractual or non-contractual damages that incurs out of performed services by INSLAB only in the case of intent or gross negligence. The maximum compensation shall not exceed three (3) times the amount of total payment for the actual Order and shall not be higher than the equivalent of 3.000,00 EUR.
10. Repeated analysis
10.1. Objections to analysis Report can be made within fifteen (15) days after the Customer receives the Report. However, unless it would appear that the Reported result of the repeated analysis does not match those of the first one, the Customer shall bear the costs of the repeat testing or review. Furthermore, a repeated analysis will be possible only if INSLAB has a sufficient amount of the original sample materials on hand when it receives the Customer’s objection. Otherwise the Customer will be required to pay all costs for the repeat analysis.
10.2. Retesting is generally governed by our standard operating procedure (SOP) for handling out-of-specification findings. Customer’s authorized retesting will be billed accordingly.
11. Force Majeure
11.1. INSLAB cannot be held liable for delays, errors, damages or other problems caused by events or circumstances which are unforeseen or beyond INSLABs’ reasonable control, or which result from compliance with governmental requests, laws and regulations.
12. Confidentiality & Processing of Customer Data
12.1. ”Confidential Information” is understood as any information (whether technical, technological, organizational, personnel-related or other), trade secret, undisclosed to the public, and referring to the business activities of any of the parties, as well as the terms of contracts and Offers, in respect of which the parties have taken measures to respect their confidentiality, including the scope of the services performed by INSLAB for the Customer, that are disclosed by a party (”Disclosing party”) to the other party (”Receiving party”). In all events the Receiving party shall handle, store and maintain all Confidential Information with a degree of care that is reasonable for the circumstances of disclosure and the nature of each component of Confidential Information, at least with the same degree of care as the Receiving party employs with respect to its own proprietary and confidential information of like importance. The Receiving party shall not make any use of the Confidential Information whatsoever except such limited uses as are agreed in these Terms & Conditions. If Confidential Information is in written form, the Disclosing party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing party shall promptly provide writing indicating that such oral communication constituted Confidential Information.
12.2 The Receiving party shall have no obligation under previous paragraph with respect to any Confidential Information which the Receiving party can demonstrate by reasonable written evidence contemporaneous with the event of the exclusion sought to be used hereunder: (a) was already known to it prior to the time of its receipt; (b) is or becomes generally available to the public other than by means of breach of this Terms & Conditions; (c) is independently obtained from a third party whose disclosure to the Receiving party does not violate a duty of confidentiality; (d) is independently developed by or on behalf of the Receiving party without use of, reference to or reliance on any Confidential Information; (e) is approved for release upon the written permission of an authorized representative of the Disclosing party.
12.3 The obligation of non-disclosure shall be effective during the term of the contractual relationship between the parties and for three (3) years upon termination.
12.4 The provisions of this Clause 12 shall not apply if the parties are bound by Non Disclosure Agreement that is regulating confidentiality between the parties.
13. Disclaimer and Miscellaneous
13.1. All terms, conditions and warranties as to manner, quality and timing of the testing services and Reports supplied by INSLAB are excluded to the maximum extent permitted by applicable law. The warranties, obligations, and liabilities of INSLAB contained in these Terms & Conditions are exclusive.
13.2. If any provision of these Terms & Conditions is held to be invalid, illegal or unenforceable for any reason, this will not affect the validity of the remaining provisions of these Terms & Conditions. In case of an invalid, illegal or unenforceable provision, that provision shall be replaced by the provision that is appropriate for the mutual intent of the parties.
13.3. Failure by either INSLAB or the Customer to exercise the rights under these Terms & Conditions shall not constitute a waiver or forfeiture of such rights.
13.4. Except as expressly set out in these Terms & Conditions, a person who is not a party to this Terms & Conditions shall not have any rights under or in connection with it.
14. Governing Law/ Jurisdiction
14.1. The construction, validity and performance of the Order and these Terms & Conditions shall be governed by the laws of Republic of Slovenia, without reference to its conflicts of law provisions. All disputes arising out of these Terms & Conditions shall be subject to the competent court in Republic of Slovenia.
15. Validity
15.1. These Terms & Conditions may be modified in writing from time to time by INSLAB and Orders will be governed by the most recent version of these Terms & Conditions that is in effect at the time INSLAB of Order Acceptance.
15.2. This Terms & Conditions apply from January 1st 2022.
INSLAB d.o.o.