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 agreed in writing between INSLAB and the Customer, all services provided by INSLAB shall be governed by these General Terms and Conditions (hereinafter: the ‘’Terms & Conditions’’). These Terms and Conditions apply to all service orders accepted by INSLAB, regardless of whether such orders are submitted in writing, electronically, by telephone, or by delivery of sample materials (hereinafter: the “Order”). By placing an Order, the Customer confirms that they are familiar with these Terms and Conditions and fully agree to be bound by them. The contractual relationship between the Customer and INSLAB is established when INSLAB confirms the Order in writing, unless otherwise agreed between the parties (hereinafter: the “Order Confirmation”).
1.2. These Terms & Conditions supersede and replace all prior verbal or written offers, agreements or discussions between the parties relating to the ordered services. Unless specifically agreed otherwise in writing, these Terms and Conditions shall prevail over any conflicting provisions contained in purchase orders, quotations, electronic communications or any other documents of the Customer. No employee, representative or subcontractor of INSLAB d.o.o., other than the Managing Director of INSLAB, is authorised to amend, supplement or waive any provision of these Terms and Conditions. Any amendment to or deviation from these Terms and Conditions shall be valid only if made in writing and signed by the Managing Director of INSLAB. These Terms and Conditions apply, without any additional agreement, to all future Orders placed by the Customer.
1.3. Each party hereby represents and warrants to the other party that: (i) it has full power, legal right and authority to place an Order and enter into the contractual relationship; (ii) the Order and these Terms and Conditions have been authorized and are legally binding upon it; and (iii) the performance of its obligations under the Order and these Terms and Conditions does not violate any agreement, law, or other legal restriction applicable to it; and (iv) it shall not undertake any obligation or action that would prevent or hinder the performance of the Order by INSLAB d.o.o. For the purpose of these Terms and Conditions, the ‘’Report’’ shall mean any deliverables or final results of the services that are provided by INSLAB to the Customer.
2. Placement of Order
2.1. Custom quotes (specific analysis which are separately and apart agreed) are required for most sample materials submissions. A Customer’s Order will be valid for INSLAB only if it is submitted by means of an order form, either in electronic or paper form. The commercial aspects of the Order which are not specifically set out in these Terms and Conditions (including price, estimated turnaround times and Report delivery date) must be agreed at the time of Order placement. If the Order is placed by telephone, the Customer must immediately confirm it in writing, or it will be deemed that the Order has been placed if the Customer sends samples to INSLAB quoting the Customer reference. Volume discounts may be available for certain tests and analyses. Before placing an Order, the customer may request a quotation including any applicable discounts for larger sample volumes. INSLAB is not obligated to start any analytical work unless the Order is clearly defined 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 and Conditions are rejected as a material alteration of these Terms and 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 unless the parties expressly agree otherwise in writing. Each Order accepted by INSLAB will be treated as a separate contractual relationship between INSLAB and the Customer.
2.3. INSLAB d.o.o. is entitled to charge costs for sample preparation, additional processing, or administrative fees where the Customer requests additional services within an existing Order. A request for additional services relating to samples that have already arrived at the INSLAB laboratory shall be treated as a new Order and may affect the originally agreed date of issuance of the Report. The Customer is obliged to pay all additional costs associated with such request. Expedited sample handling or performance of analyses during weekends and public holidays may be available, but additional charges may apply. The Customer is responsible for inquiring about such charges prior to submitting samples for analysis. The Customer may cancel an Order within 24 hours from the Order Confirmation (the “cancellation period”). If sample preparation has already been carried out before cancellation, the Customer will be charged for the completed preparation procedures and/or analyses already performed. After the expiration of the cancellation period, the Order may no longer be cancelled, and the Customer is committed to full payment in accordance with the confirmed Order.
3. Price and Terms of Payment
3.1. The prices stated in the Order Confirmation do not include applicable taxes (including VAT) and are based on the price lists in force on the date the Order is placed. Applicable taxes shall be those in force on the date of invoice issuance.
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 make payment to the correct bank account and to use the correct payment reference.
3.4. INSLAB is entitled to require advance prepayment of up to 100% of the quoted order price as a condition for acceptance of the Order.
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 contain 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 proceeds. If the analysis is discontinued or the Order is cancelled, the Customer shall bear all costs incurred by INSLAB up 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 providing accurate information regarding potential health and safety risks, safe packaging, transport, and labelling of samples, as well as disclosing any known or suspected contaminants, toxins, microbiological risks, or other hazards, including the expected level of risk. 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 previously identified as hazardous waste. Upon INSLAB’s request, the Customer must provide details of the exact composition of the samples and all available information necessary for safe handling and analysis.
5. Property Rights on Sample materials and Sample Storage
5.1. All received samples shall be used to the extent necessary for the performance of the ordered services. INSLAB d.o.o. shall not be obliged to return any remaining sample material unless this has been agreed in writing between the parties prior to the performance of the service. If the Customer does not pay for sample storage, INSLAB shall have no obligation or liability for preserving the samples after completion of the analysis. If the Customer pays for storage, INSLAB shall take commercially reasonable measures, in accordance with professional practice, to store the samples.
5.2. INSLAB d.o.o. may dispose of or destroy samples immediately after the analysis has been completed, unless INSLAB and the Customer have agreed otherwise in writing regarding the retention of samples. INSLAB may also dispose of or destroy the samples after the agreed retention period, without further notice and at the Customer’s expense, if compliance with applicable regulations (for example, regarding the disposal of hazardous waste) results in additional costs for INSLAB. If the Customer requests the return of unnecessary sample materials, INSLAB shall return them to the Customer at the Customer’s expense and under the Customer’s sole responsibility.
6. Delivery dates, Turnaround time
6.1. The time for performing the analysis and issuing the Report (calculated in business days, excluding weekends and public holidays) is estimated and non-binding. INSLAB d.o.o. shall make commercially reasonable efforts and act in good faith to meet the estimated deadlines; however, such deadlines do not constitute a guarantee, and any delay shall not be considered a breach of contractual obligations.
6.2. The Report of the ordered services shall be sent as a PDF document by email to the persons designated by the Customer in the Order, promptly after completion of the analysis. Upon agreement between the parties, the Report may also be sent in printed form by regular mail.
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 in advance by INSLAB. INSLAB reserves the right to terminate this Agreement immediately as a result of any such unauthorised use and to seek damages.
7.2. The Customer acknowledges and agrees that all testing protocols or processes used in the performance of the services are in the exclusive property of INSLAB d.o.o.. By issuing an invoice to the Customer for the performed services, no rights, ownership of copyrights, or other Intellectual Property Rights of INSLAB relating to such analytical methods or processes shall be transferred to the Customer. The customer undertakes not to infringe or interfere with any Intellectual Property Rights of INSLAB.
7.3. All Intellectual Property Rights in any results, Reports, documents, or other materials (in any form or medium) produced by INSLAB d.o.o. pursuant to these Terms and Conditions shall belong to INSLAB. The Customer shall have the right to use such results, Reports, documents, or other materials solely for the purposes of the established contractual relationship.
7.4. The Customer agrees and acknowledges that INSLAB d.o.o. retains all Intellectual Property Rights in any inventions that may arise during the preparation or performance of any service provided to the Customer.
7.5. Title and ownership of all Reports provided by INSLAB d.o.o. to the Customer will remain with INSLAB until the customer has paid in full all invoices relating thereto. Until such full payment is made, the Customer shall have no ownership rights or any other rights to use such Reports. In addition, even if INSLAB has accepted and commenced performance of an Order, INSLAB shall have the right at any time to suspend processing of that Order and to cease providing any services to the Customer if the Customer is late in paying any amount due to INSLAB, whether in relation to that Order or any other Order.
7.6. Even after full payment has been made by the Customer, INSLAB d.o.o. reserves the right to store and use analysis results in anonymized form for internal purposes, including method improvement, quality assurance, validations, research, and statistical analysis. INSLAB may publish or otherwise use such anonymized results, provided that neither the Customer nor its products can be directly or indirectly identified. Disclosure of any data that could enable identification of the Customer shall only be permitted with the Customer’s prior written consent.
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. Liabilities
8.1. Orders shall be performed in accordance with the available capacities of INSLAB d.o.o. and taking into account the current state of technology and the methods developed and normally applied by INSLAB. INSLAB warrants that analyses, Reports, interpretations, assessments, consulting services, and conclusions will be performed or prepared with a commercially reasonable degree of professional care and in accordance with the relevant procedures, guidelines, and standard methodologies applicable at the time of performance. However, INSLAB does not guarantee that the methods and procedures used are in all cases complete or without limitations, as they may be subject to measurement uncertainty, sample variability, and other technical limitations.
INSLAB d.o.o. is accredited by Slovenian Accreditation under accreditation number LP-129 in the field of testing (SIST EN ISO/IEC 17025). The annex to the accreditation certificate, specifying the scope of accredited activities, is available on the website of Slovenian Accreditation: https://www.slo-akreditacija.si/acreditation/inslab-raziskovalna-dejavnost-in-laboratorijske-storitve-d-o-o/.
INSLAB d.o.o., when performing accredited services, complies with the rules of Slovenian Accreditation. In the case of performing a non-accredited service, a note shall be included in the test Report in accordance with the rules of Slovenian Accreditation (OA08).
INSLAB d.o.o. undertakes to: (i) inform Customers of any changes in its service offering and maintain regular communication with Customers; (ii) protect Customers’ personal data; (iii) treat all information obtained or created during the performance of activities as confidential, unless otherwise agreed with the Customer, and where disclosure of confidential information is required by law or contractual authorization, inform the Customer thereof unless prohibited by law; (iv) perform laboratory activities impartially and not allow commercial, financial, or other pressures to compromise such impartiality; (v) issue statements of conformity with specifications or standards only within the scope of non-accredited activities; (vi) state measurement uncertainty upon the Customer’s request.
8.2. The provisions of Chapter 9 shall apply with regard to limitations of liability, methods of compensation, and exclusions of damages. INSLAB d.o.o. reserves the right to modify methods, measurement tolerances, detection limits, and accreditation status. The Customer shall be informed in a timely manner of any changes that could materially affect the performance of the Order or the interpretation of the results. The deadline and procedure for submitting complaints regarding Reports are governed by the provisions of Chapter 10.
8.3. Each analytical Report relates exclusively to the samples delivered to and analysed by INSLAB d.o.o.. The results stated in the Report may be used only for those specific samples and shall not automatically be considered representative of other samples from the same batch, another batch, or other materials. If INSLAB has not been expressly engaged and paid to prepare the sampling plan (including the selection of samples, sampling frequency, and scope of analyses), or if the Customer has not acted in accordance with INSLAB’s recommendations, INSLAB shall not assume any liability regarding whether the selected sample or the scope of analysis is representative, sufficient, or appropriate for the Customer’s intended purpose.
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. After receipt of the samples, INSLAB shall handle them with a commercially reasonable degree of professional care. INSLAB shall not be liable for the loss or destruction of samples after receipt, unless such loss results from a failure to exercise such care. 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 to 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 otherwise expressly agreed in writing by the parties, the contractual relationship shall exist exclusively between the Customer and INSLAB d.o.o.. No third party shall have any rights, claims, or beneficiary status in relation to any Order against INSLAB. INSLAB may fully or partially engage subcontractors for the performance of services, selected on the basis of their professional competence for carrying out the required analysis. INSLAB shall inform the Customer whenever the ordered work, or part thereof, is performed by a subcontractor and shall provide information about such subcontractors upon request. INSLAB shall remain responsible for the selection and supervision of subcontractors, except where the subcontractor is specifically designated by the Customer. In such case, INSLAB shall not be liable for the quality, accuracy, or timeliness of the services performed by that subcontractor. The Customer may instruct INSLAB not to use certain subcontractors. If, at the time of Order Acceptance, INSLAB cannot ensure another suitable subcontractor, INSLAB may reject the Order.
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 terminate the contractual relationship in case of any breach of these Terms and Conditions.
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 reperform the deficient work at its own expense provided that such reperformance is reasonably feasible. 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 INSLAB. The Customer undertakes and agrees, at its sole expense, to indemnify, protect, defend, and save harmless INSLAB d.o.o. 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 and 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) any material misrepresentation by the Customer regarding the samples or materials submitted for testing.
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 arising out of the services performed by INSLAB only in the case of intent or gross negligence. The maximum compensation shall not exceed 3 (three) 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. The Customer may submit a written objection to the Report within thirty (30) days from receipt of the Report. A repeated analysis or review shall be possible only if INSLAB d.o.o. has a sufficient quantity of the remaining original sample available. If the repeated analysis confirms that the result matches the result of the original analysis, the Customer shall bear the full cost of the repeated analysis. If the repeated analysis reveals a discrepancy that affects the final result of the Report, the costs of the repeated analysis shall be borne by INSLAB.
10.2. Retesting shall be performed in accordance with the internal standard operating procedures (SOP) of INSLAB d.o.o., including procedures for handling out-of-specification results. Any repeat testing additionally requested and authorized by the Customer outside these procedures shall be charged in accordance with the applicable INSLAB price list.
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 INSLAB’s reasonable control, or which result from compliance with governmental requests, laws and regulations. In such cases, the time for performance shall be extended for the duration of such force majeure circumstances.
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 similar importance. The Receiving party shall not make any use of the Confidential Information whatsoever except such limited uses as are agreed in these Terms and 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 contained 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 hereunder; (b) is or becomes generally available to the public other than by means of breach of these Terms and 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 a separate Non-Disclosure Agreement (NDA) that specifically governs confidentiality between the parties.
13. Disclaimer of Liability and Miscellaneous Provisions
13.1. All warranties, conditions, and obligations regarding the manner, quality, or timing of the performance of services that are not expressly stated in these Terms and Conditions are excluded to the maximum extent permitted by applicable law. The warranties, obligations, and liabilities of INSLAB d.o.o. are limited exclusively to those expressly set out in these Terms and Conditions or in a written offer or agreement confirmed between the parties.
13.2. If any provision of these Terms and 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 these Terms and Conditions shall not have any rights or claims under or in connection with it.
14. Governing Law/ Jurisdiction
14.1. The construction, validity and performance of the Order and these Terms and Conditions shall be governed by the laws of the 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 the Republic of Slovenia.
15. Validity
15.1. These Terms and 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 and Conditions that is in effect at the time of INSLAB’s Order Acceptance.
15.2. These Terms & Conditions apply from 01.04.2026.
INSLAB d.o.o.