Terms & Conditions
1. Areas of Application
1.1. All Orders accepted by SCS Spreader & Sprayer Testing Limited or any of its affiliates (collectively “SCS”) will be governed by these General Terms and Conditions of Sales (the “Terms and Conditions”), including orders placed by telephone which have not been confirmed in writing and orders made by delivery of samples. A contract with these Terms and Conditions comes into being when an order that has been placed with SCS is accepted by SCS. An order placed with SCS is considered as accepted by SCS when:
(a) SCS proceeds to fulfil that order, without need for any written confirmation from SCS or
(b) SCS accepts the order in writing.
1.2. The Terms and 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 SCS), employee, agent or subcontractor of SCS has the authority to alter or waive any of these Terms and Conditions or to make any representation which conflicts with or purports to override any of these Terms and Conditions; and no such alteration, waiver or representation shall be binding upon SCS, unless it is in writing and signed by the Managing Director of SCS.
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2. Placement of Order
2.1. A customer’s order will be valid if:
(a) it is sent by mail or fax or other electronic message on letterhead of the customer or by using SCS approved sample dispatch sheets or electronic order forms and/or
(b) when an initial order is placed verbally by the customer when confirmed by mail fax or other electronic message either by SCS or the customer and the commercial aspects of the order which are not specifically set out in these Terms and Conditions (including price, estimated turnaround times and delivery date) must be agreed at the time of the order. The customer must confirm in writing orders given by telephone immediately after they are made. SCS is not obligated to start any analytical testing 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 SCS, any terms proposed or submitted by a customer at any time (including, but not limited to, terms or provisions in the customer’s purchase order, instructions or other document) which differ from these Terms and Conditions are rejected as a material alteration to these Terms and Conditions and shall be of no force or effect. Furthermore, special terms or conditions of prior orders which have been agreed by SCS in accordance with these Terms and Conditions, including special pricing, will not automatically apply to subsequent orders. Each order accepted by SCS will be treated as a separate contract between SCS and the customer.
2.3. SCS is entitled to charge management and administrative fees of up to £25.00 in connection with the request for additional services on samples that have been taken.
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3. Price and Terms of Payment
3.1. If the acknowledgement of an order does not state otherwise, SCS’ prices apply as per our current price list. Any additional cost or disbursement (e.g. incurred by SCS in connection with the order) must be paid by the customer.
3.2. Prices are exclusive of all applicable taxes and are based on tariffs in force at the day of the remittance of the offer to the customer.
3.3. Unless specifically agreed otherwise by SCS in its acceptance of an order, payment of all invoices is due strictly within 30 days of the invoice date. Any dispute about invoices must be raised in writing within 30 days of the invoice date. The challenge of an analytical result will not entitle a customer to defer payment. Any invoice which remains outstanding after the due date, may be additionally charged with an administration fee of £25.00 in respect of SCS’ costs in dealing with such outstanding payment, and also may carry interest at the rate of one percent (1%) per month or the maximum interest rate permitted by applicable law, whichever is lower.
3.4. The invoice settlement method is cheque, bank transfer or direct debit. Any other method of payment must receive prior agreement from SCS. The customer undertakes to provide bank account details where relevant.
3.5. SCS is entitled to require payment of up to 100% of the quoted order price as a condition of acceptance.
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4. Duties of Customer in Supplying Samples or Materials
4.1. The samples or materials must be in a condition that makes the preparation of reports/analyses or the production of ordered products possible without difficulty. SCS is entitled to conduct an initial examination of the samples or materials to check their condition before processing, field testing the samples, drawing up a report or using them in production. The customer shall bear the costs of this initial examination, which unless stipulated elsewhere in writing is included in the standard fee, if the samples or materials do not comply with the requirements described in this clause 4.1. If the result of the initial examination is that an analysis or production is impossible or is possibly only under more difficult conditions than originally anticipated – for example, because the samples or materials have been interspersed with foreign materials or substances that were not reported by the customer or are degraded – SCS shall be entitled to terminate or interrupt the order and the customer shall bear costs incurred by SCS to that point.
4.2. The customer must ensure, and hereby warrants, that no sample poses any danger, including on its site, during transportation, in the laboratory or otherwise to SCS premises, instruments, personnel or representatives. It is the customer’s responsibility to ensure compliance with hazardous waste regulations, including regarding information, labelling, transportation and disposal and to inform SCS personnel or representatives about sample health and safety concerns.
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5. Property Rights on Sample Materials and Sample Storage
5.1. All samples become the property of SCS to the extent necessary for the performance of the order. Unless the customer pays for storage, SCS shall have no obligation or liability for samples sent to SCS for storage, including samples requiring refrigeration. If the customer pays for storage, SCS will take commercially reasonable steps to store the samples, according to professional practice.
5.2. SCS can dispose of or destroy samples immediately after the analysis has been performed, unless SCS and the customer have agreed in writing on the terms of SCS’ retention of the sample. SCS also can dispose of or destroy the samples after the agreed upon retention period, without further notice and at customer’s cost, should an extra cost for SCS arise to comply with any regulation (for example, with respect to disposal of hazardous waste). If the customer requests the return of unneeded sample material, SCS will return them to the customer, at the customer’s cost and risk.
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6. Delivery Dates, Turnaround Time
6.1. Delivery dates and turnaround times are estimates and do not constitute a commitment by SCS. Nevertheless, SCS shall make commercially reasonable efforts to meet its estimated deadlines.
6.2. Results are generally made available to the customer on site immediately after completion of the testing undertaken by SCS has taken place by delivery of completed customised SCS report sheets but may also be sent by e-mail and/or by UK post, or via other electronic means, to the attention of the persons indicated by the customer in the order, promptly after the analysis is completed.
7. Transfer of Property
7.1. Title in any analysis results, products equipment, software or similar supplied by SCS to the customer will remain with SCS 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 SCS has accepted and begun to fulfil an order, SCS has the right at any time stop processing that order and to stop doing any work for a customer if that customer is late in paying any amount due to SCS whether for that or any other order.
7.2. Even after payment in full by the customer, SCS shall retain the right to store, use and publish all analysis results in any anonymous form which does not identify the customer.
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8. Limited Warranties and Responsibilities
8.1. Orders are handled in the conditions available to SCS in accordance with the current state of technology and methods developed and generally applied by SCS and the results may not always be absolutely precise and/or relevant. Analyses, interpretations, assessments, consulting work and conclusions are prepared with a commercially reasonable degree of care but SCS cannot guarantee that these will always be correct or absolute. This limited warranty expires six months after the delivery date of the samples and/or test results.
8.2. Each analytical report relates exclusively to the sample and/or test result analysed by SCS.
8.3. Any advice or recommendations given by SCS or provided in the form of an advisory notebook or regime of conduct will not be binding on SCS.
8.4. SCS will not be responsible for inconsistencies in batch production of materials by third parties or producers which may render analyses and test results misleading or for failure by the customer to adopt best practice in the storage and use of materials to minimise or eliminate degradation in such materials.
8.5. SCS will not be responsible for problems or consequences of use of machines or materials which have not been set up or used by the customer in a way and within a timescale laid down as appropriate by producers of such materials or for the failure to use or adopt machinery set up identical to those utilised at the time of testing.
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9. Limitation of Liability
9.1. Except to the extent that such limitations are not permitted or void under applicable law and subject at all times to 9.2:
(a) SCS (together with its workers, employees, representatives, agents and consultants and all SCS partners and affiliates, the “SCS Indemnifying Parties”) shall be liable only for the proven direct and immediate damage caused by the SCS Indemnifying Party’s breach of its obligations under these Terms and Conditions in connection with the performance of an order and then, only if SCS has received written notice thereof not later than six (6) months after the date of the customer’s knowledge of the relevant claim (unless any longer period is prescribed under applicable law and cannot be contractually limited), and
(b) in all cases (whether arising under contract, tort, negligence, strict liability, through indemnification or otherwise), the SCS Indemnifying Parties’ aggregate liability in respect of all or any claims in relation to an order, and the customer’s exclusive remedy, with respect to SCS’ services which fall under these Terms and Conditions, shall be limited to the direct and immediate loss or damage caused by the SCS Indemnifying Parties’ breach of its obligations under the Terms and Conditions in connection with the performance of the order.
9.2. The SCS Indemnifying Parties shall not be liable for any of the following:
(a) loss of business profits; or
(b) depletion of goodwill or other similar losses; or
(c) loss of business opportunities; or
(d) loss of contracts; or
(e) loss of revenue; or
(f) loss of anticipated savings; or
(g) loss of or damage to data; or
(h) for any special indirect or consequential losses, costs, charges, expenses or damages incurred by the customer or by any third party.
However, the SCS Indemnifying Parties only exclude and limit their liability as permitted by applicable law.
9.3. It is a condition of SCS’ acceptance of any order that the customer indemnifies the SCS Indemnifying Parties for any losses, injuries, claims and costs which the SCS Indemnifying Parties may suffer as a result of arising from or in any connected with its role under or services provided pursuant to these Terms and Conditions, except to the extent that the SCS Indemnifying Parties are required to bear them according to these Terms and Conditions, and by placing an order the customer agrees to provide that indemnification.
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10. Repeated Analysis
Objections to test results can be made within 30 days after the customer receives the results. However, unless it would appear that the results of the repeated analysis do 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 SCS has access to sufficient amount of the original sample on hand when it receives the customer’s objection. Otherwise the customer will be required to pay all costs, including sampling, transportation, analytical and disposal costs for the repeat analysis including testing at the normal fee rate chargeable by SCS under the terms of the contract.
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11. Force Majeure
SCS can not be held liable for delays, errors, damages or other problems caused by events or circumstances which are unforeseen or beyond SCS’ reasonable control, or which result from compliance with governmental requests, laws and regulations.
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12. Confidentiality & Processing of Customer Data
12.1. SCS shall be entitled to save and process personal or commercial date received from the customer in any way, no matter whether such data stem from the customer directly or from a third party and shall use commercially reasonable efforts to keep such data confidential, in compliance with applicable law.
12.2. SCS shall use commercially reasonable efforts to keep all analysis results and service reports confidential, subject to SCS’ rights set forth in clause 7.2 and the right to use them in order to demonstrate its entitlement to payment for services rendered.
12.3. Analysis results are prepared and supplied exclusively for the use of the customer and should not be divulged to a third party for any purposes without the prior written agreement of SCS.
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13. Disclaimer and Miscellaneous
13.1. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS AND CONDITIONS, WARRANTIES AND OTHER TERMS (INCLUDING ANY IMPLIED WARRANTY AS TO MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE) AS TO THE MANNER, QUALITY AND TIMING OF THE TESTING SERVICE AND RESULTS BY SCS ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF SCS CONTAINED IN THESE TERMS AND CONDITIONS ARE EXCLUSIVE.
13.2. The Terms and Conditions may be modified in writing from time to time by SCS and orders will be governed by the most recent version of these Terms and Conditions that is in effect at the time SCS accepts the order.
13.3. Should a court waive, limit or hold to be invalid, illegal or unenforceable any part of these Terms and Conditions, all other parties shall still apply to the greatest extent possible.
13.4. Failure by either SCS or the customer to exercise the rights under these Terms and Conditions shall not constitute a waiver or forfeiture of such rights.
13.5. Except as expressly set out in these Terms and Conditions, a person who is not a party to this contract shall not have any rights under or in connection with it.
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14. Governing Law/Jurisdiction
The constructions, validity and performance of these Terms and Conditions and any contract which incorporates these Terms and Conditions shall be governed by the laws and the commercial courts of England which shall have exclusive jurisdiction.