Myynti- ja toimitusehdot
1.0 Area of Application and Formation of a Contract
1.1 All Orders accepted by Measur Oy (hereafter called “Measurlabs”) are governed by these General Terms and Conditions of Sales. A contract is formed upon the Customer placing an order, and Measurlabs accepting it in writing.
1.2 These Terms supersede all prior agreements. Any amendments to these Terms must be agreed upon in writing by an authorized representative of Measurlabs.
2.0 Placement of Order
2.1 The Customer is deemed to have placed a valid order upon completing any of the following actions:
Providing written confirmation of the order (including via email or other electronic messages).
Placing an order through the Measurlabs website.
Delivering samples to Measurlabs.
2.2 Measurlabs is under no obligation to commence work until the order details are unambiguous and all required information has been provided.
2.3 Any terms or conditions submitted by the Customer that differ from or conflict with these Terms shall be deemed void and have no legal effect, unless expressly accepted in writing by Measurlabs.
2.4 Measurlabs reserves the right to delegate or subcontract any part of the services to an external laboratory or qualified partner. Unless otherwise agreed in writing, Measurlabs remains the primary point of contact for the Customer and remains responsible for the performance of the subcontractor in accordance with these Terms.
3.0 Payment terms
3.1 Prices exclude VAT and other applicable taxes, which will be invoiced at the rate in force on the date of invoicing.
3.2 Payment is due within 14 days of the invoice date. Any dispute must be raised in writing within 14 days of the invoice date; otherwise, the invoice is considered undisputed and accepted in full.
3.3 If an invoice remains outstanding after the due date, Measurlabs shall charge:
Late payment interest per the Finnish Interest Act;
A statutory recovery fee of 40 EUR per invoice; and
Full recovery of all actual collection and legal costs incurred, including the costs of external debt collection and legal advice.
3.4 Measurlabs may require up to 100% advance payment or suspend work on any current orders if the Customer has any outstanding overdue payments.
4.0 Customer Duties and Sample Safety
4.1 Samples must be in a condition that allows testing without difficulty. If samples are degraded or contain unreported foreign materials, Measurlabs may terminate the order at the Customer’s cost.
4.2 The Customer must disclose all known or suspected health and safety risks, including toxic contaminants. Failure to disclose hazardous components entitles Measurlabs to charge a decontamination fee in addition to actual disposal costs and damages.
5.0 Sample Handling and Storage
5.1 Measurlabs assumes custody of the samples for the performance of the order.
5.2 Measurlabs may dispose of or destroy samples immediately after analysis unless a retention period is agreed in writing. Return of samples must be agreed in writing and will be done at the Customer’s cost and risk.
6.0 Delivery
6.1 Delivery dates are estimates and do not constitute a binding commitment. Results are delivered electronically via email or the customer portal.
7.0 Order Cancellation
7.1 Once a contract has been formed, if the Customer cancels an order before its completion, Measurlabs shall be entitled to invoice the Customer for the full value of the contract.
8.0 Intellectual Property
8.1 Property rights to results transfer to the Customer only upon payment in full. Proprietary testing methodologies, software, and standard operating procedures utilized by Measurlabs remain the sole property of Measurlabs.
8.2 Measurlabs may use anonymized analysis results for internal purposes, provided the Customer’s identity and proprietary processes are protected.
9.0 Warranties and Shipping
9.1 Measurlabs is not liable for damages that could not be foreseen using the current state of technology. This limited warranty expires six months after delivery.
9.2 Measurlabs is not responsible for sampling plans or the range of analysis unless explicitly mandated and paid to define them.
9.3 The Customer is responsible for the security, packaging, and insurance of samples during transit to Measurlabs.
9.4 Measurlabs is not liable for the accuracy or integrity of testing results if samples arrive in a state that compromises the analysis (e.g., broken seals, leaked contents, temperature excursions, or improper packaging). In such cases, Measurlabs will notify the Customer and may either: refuse the sample and terminate the order, or proceed with the analysis only upon written instruction from the Customer, in which case the results will be provided with an "as-received" disclaimer and Measurlabs shall have no liability for the validity of the results.
10.0 Limitation of Liability
10.1 Measurlabs is only liable for direct and immediate losses caused by its negligence. Neither party is liable for loss of production, loss of profit, or consequential damages.
10.2 The total aggregate liability of Measurlabs per claim shall be limited to the amount received by Measurlabs for the specific order.
11.0 Objection to Results and Repeated Analysis
11.1 Objections to results must be made within 14 days. The Customer bears the cost of repeat testing unless the results of the repeat analysis differ from the original.
12.0 Force Majeure
12.1 Neither party is liable for delays or errors caused by circumstances beyond their reasonable control, including governmental regulations.
13.0 Data Protection
13.1 Data processing is conducted in compliance with the GDPR and the EU Data Act. For the purposes of data protection, the Customer acts as the Data Controller and Measurlabs as the Data Processor.
14.0 Miscellaneous
14.1 If any part of these Terms is held invalid, the remaining parts stay in effect. Failure to exercise a right does not constitute a waiver.
15.0 Governing Law
15.1 Disputes shall be settled in accordance with Finnish Law.