General Terms and Conditions of Sales
1.0 Area of Application
1.1 All Orders accepted by Measur Oy (hereafter called “Measurlabs”) 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 Measurlabs is accepted by Measurlabs. An order placed with Measurlabs is considered as accepted by Measurlabs when (a) Measurlabs proceeds to fulfill that order, without need for any written confirmation from Measurlabs or (b) Measurlabs accepts the order in writing.
1.2 These 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 Chief Executive Officer and Chief Operations Officer of Measurlabs), employee, agent or subcontractor of Measurlabs 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 Measurlabs, unless it is in writing and signed by the Chief Executive Officer or Chief Operations Officer of Measurlabs.
2.0 Placement of Order
2.1 A customer's order will be valid only if it is sent by mail or other electronic message on letterhead of the customer or by using Measurlabs-approved sample dispatch sheets or electronic order forms and the commercial aspects of the order which are not specifically set out in these Terms and Conditions (including price, Measurlabs 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 and will be deemed to have placed an order if the customer sends samples to Measurlabs quoting the customer reference. Measurlabs is not obligated to start any analytical work unless the order is clear and it has been provided all required information.
2.2 Unless specifically accepted in writing and signed by the Chief Executive Officer or Chief Operations Officer of Measurlabs, 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 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 a separate contract is made between the parties each order accepted by Measurlabs will be treated as a separate contract between Measurlabs and the customer.
2.3 Measurlabs is entitled to charge management and administrative fees in connection with the request for additional services to an existing order. A request for additional services on samples that have entered the laboratory may postpone Measurlabs’s estimated delivery date accordingly.
3.0 Price and Terms of Payment
3.1 Prices 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 offer to the customer. Applicable taxes are those in force at the date of invoicing.
3.2 Unless specifically agreed otherwise by Measurlabs in its acceptance of an order, payment of all invoices is due strictly within 14 days of the invoice date. Any dispute about invoices must be raised within 8 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, will be additionally charged with an administrative penalty of 15 EUR and will carry interest at the rate according to the Interest Act.
3.3 Invoices can be subject to a minimum invoice charge of 20 EUR. Measurlabs has the right to charge an administrative fee of up to 10 EUR to re-issue an invoice.
3.4 The invoice settlement method is bank transfer. Any other method of payment must receive prior agreement from Measurlabs.
3.5 Measurlabs is entitled to require payment of up to 100% of the quoted order price as a condition of acceptance.
4.0 Duties of Customer in Delivering 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. Measurlabs is entitled to conduct an initial examination of the samples or materials to check their condition before processing the samples, drawing up a report or using them in production. The customer shall bear the costs of this initial examination, 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 possible 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 – Measurlabs shall be entitled to terminate or interrupt the order and the customer shall bear costs incurred by Measurlabs 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 Measurlabs premises, 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 Measurlabs personnel or representatives about sample health and safety concerns, including any known or suspected toxic or other contaminant that may be present in the sample and its likely level of contamination as well as the risks to Measurlabs premises, instruments, personnel and representatives related to the contamination. The customer is responsible to disclose to Measurlabs, before sending samples, if the samples contain restricted substances or materials, such as prescription drugs, illegal substances, or other articles that are not in free circulation. The customer shall be responsible for, and indemnifies Measurlabs against, all costs, damages, liabilities and injuries that may be caused to or incurred by Measurlabs or its personnel or representatives including on the sampling site, during the transportation or in the laboratory by the customer’s sample or by sampling site conditions. The customer shall bear all extraordinary costs for adequate disposal of hazardous waste resulting from the sample, whether or not described as hazardous waste. At Measurlabs’ request, the customer must provide Measurlabs with the list of all potentially dangerous components in their materials.
5.0 Property Rights on Sample Material and Sample Storage
5.1 All samples become the property of Measurlabs to the extent necessary for the performance of the order. Unless the customer pays for storage or otherwise required by the accreditation body, Measurlabs shall have no obligation or liability for samples sent to Measurlabs for storage, including samples requiring refrigeration. If the customer pays for storage, Measurlabs will take commercially reasonable steps to store the samples, according to professional practice.
5.2 Measurlabs can dispose of or destroy samples immediately after the analysis has been performed, unless Measurlabs and the customer have agreed in writing on the terms of Measurlabs’ retention of the sample. Measurlabs also can dispose of or destroy the samples after the agreed upon retention period, without further notice. If the customer requests the return of unneeded sample material, Measurlabs will return them to the customer, at the customer’s cost and risk.
6.0 Delivery Dates, Turnaround Time
6.1 Delivery dates and turnaround times are estimates and do not constitute a commitment by Measurlabs. Nevertheless, Measurlabs shall make commercially reasonable efforts to meet estimated deadlines.
6.2 Results are generally sent by mail, email, or via other electronic means, such as a personal link to a Google Drive folder, to the attention of the persons indicated by the customer in the order, promptly after the analysis is completed.
7.0 Transfer of Property
7.1 The property right of any analysis results, products, equipment, software or similar supplied by Measurlabs to the customer will remain with Measurlabs until all invoices in respect thereof have been paid by the customer in full. In addition, even if Measurlabs has accepted and begun to fulfill an order, Measurlabs 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 Measurlabs, whether for that or any other order.
7.2 Even after payment in full by the customer, Measurlabs shall retain the right to store and use all analysis results for internal purposes.
8.0 Limited Warranties and Responsibilities
8.1 Orders are handled in the conditions available to Measurlabs in accordance with the current state of technology and methods developed and generally applied by Measurlabs and Measurlabs can’t be held liable for damages, which at the time of delivery of the service or finishing of the product by means of available knowledge or techniques could not be foreseen. This limited warranty expires six months after delivery date of the samples, if the acknowledgement of the order does not specifically state otherwise.
8.2 Each analytical report relates exclusively to the sample analyzed by Measurlabs. If Measurlabs has not expressly been mandated and paid for the definition of the sampling plan (including which samples of which raw materials and finished products and at which frequency should be analyzed) and the definition of the precise range of analysis to be performed or if the customer has not followed Measurlabs’ recommendations, Measurlabs shall not bear any responsibility if the sampling plan and/or the range of analysis to be performed prove to be insufficient or inappropriate.
8.3 The customer is responsible for the proper delivery of samples sent to Measurlabs for examination/analyses or materials sent for production. Unless otherwise specifically agreed in writing by Measurlabs, Measurlabs accepts no responsibility for any loss or damage, which may occur to any sample in transit or to any facility or site where logistics services are being delivered. The customer will at all times be liable for the security, packaging and insurance of the sample from its dispatch until it is delivered to the offices or the laboratories of Measurlabs. Measurlabs will use commercially reasonable care in handling and storing samples. In case Measurlabs is paid for the logistic service from the customer to the offices or laboratories of Measurlabs, Measurlabs’ liability is limited to the in section 9.9 mention liabilities.
8.4 The customer warrants and represents to Measurlabs that all samples sent to Measurlabs for analysis are safe and in a stable condition and undertakes to indemnify Measurlabs for any losses, injuries, claims and costs which Measurlabs, or its personnel, may suffer as a result of any sample not being in a safe or stable condition, notwithstanding that the customer may have given an indication on the sample or any order form of any perceived problem with the sample. The customer must always inform Measurlabs in writing prior to shipment and label the packaging, samples and/ or containers appropriately, if the samples are dangerous or otherwise of a hazardous nature.
8.5 Unless explicitly agreed in writing by all parties, the contractual relationship shall be exclusively between the customer and Measurlabs. There shall be no third party beneficiary or collateral warranty relating to any order and the customer shall indemnify and hold Measurlabs harmless from and against any and all third party claims in any way relating to the customer or to the order by the customer.
9.0 Limitation of Liability
9.1 In accordance with the Finnish law Measurlabs shall be liable for errors or negligence on the part of Measurlabs in connection with production or performance of a task, however, with the limitations specified in clauses 9.2-9.11.
9.2 Measurlabs shall only be liable for the clients' direct and immediate loss with the limitations specified under clause 9.5 and shall thus not be liable for any loss of production, loss of profit, or other consequential damages.
9.3 Measurlabs shall not be liable for delays in connection with performance of assignments for a client.
9.4 If Measurlabs’s work is not concluded with a report or delivery of a service, or if the service consists of a statement, about which it is written that the statement is based on an evaluation or assessment, Measurlabs shall not be liable for any loss or damage, regardless of it being substantiated that the loss or damage is due to errors or negligence on the part of Measurlabs. Measurlabs shall not be liable for any form of damages and losses by the client or third party if actions have been based upon a preliminary result given by Measurlabs.
9.5 Measurlabs liability per claim or series of related claims, and the customer’s exclusive remedy, with respect to Measurlabs’ services which fall under these Terms and Conditions shall in all cases (whether arising under contract, tort, negligence, strict liability, through indemnification or otherwise) be limited to the amount Measurlabs actually received from the customer in relation to the order up to 15 000 EUR.
9.6 Measurlabs is only liable if Measurlabs has received written notice no 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). Measurlabs shall not be held liable for damages or losses that have not been claimed in writing within 3 years after the handing over of a service or a product, on which the liability is based. The client shall be obliged to inform Measurlabs in writing as soon as he becomes aware of a possible compensation claim towards Measurlabs. Regardless of the 3 years’ time limit Measurlabs shall not be held liable for damages, which at the time of delivery of the service or finishing of the product by means of available knowledge or techniques could not be foreseen.
9.7 Measurlabs shall not be liable for any indirect, direct or consequential loss or damage (including, but not limited to, loss of business, profits, goodwill, business opportunities or similar) incurred by any third party.
9.8 Measurlabs shall not be held liable for damages due to application of Measurlabs’ consultant services, testing or control reports, if the application is beyond the scope of the assignment given to Measurlabs or if not comprised by the purpose defined.
9.9 In connection with the returning of received samples or material Measurlabs shall only be held liable for damage or loss to the received, if the client substantiates that is it due to errors of negligence. The liability of Measurlabs shall not exceed the value of the received samples or material and limited to 500 EUR.
9.10 If a third party claims compensation from client due to personal injury, property damage or capital loss caused by services or products delivered by Measurlabs, the client shall indemnify and hold harmless Measurlabs of any such claims. If a third party during a lawsuit claims compensation from Measurlabs, the client shall be under the obligation to take over the conducting of the case, if Measurlabs puts forward this demand.
9.11 Measurlabs shall not be held liable if the expected results are not obtained, if the assignment given to Measurlabs by the client comprises development work.
10.0 Repeated Analysis
10.1 Objections to test results can be made within thirty (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 Measurlabs has a 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.
11.0 Force Majeure
11.1 Measurlabs cannot be held liable for delays, errors, damages or other problems caused by events or circumstances which are unforeseen or beyond Measurlabs’ reasonable control, or which result from compliance with governmental requests, laws and regulations.
12.0 Confidentiality & Processing of Customer Data
12.1 Measurlabs shall be entitled to save and process personal or commercial data 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 Measurlabs shall use commercially reasonable efforts to keep all analysis results and service reports confidential, subject to Measurlabs’ 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. The customer is required to maintain secrecy concerning all services provided by Measurlabs and their results as well as the composition of products and software delivered by Measurlabs. If results are made public by the customer, the customer (a) remains responsible for any consequences due to the divulgence of such results to a third party and any reliance of such third party on such results and (b) hereby agrees to indemnify Measurlabs against any liability which the Measurlabs Indemnified Parties may incur as a result of such divulgence or any such third party reliance.
13.0 Disclaimer and Miscellaneous
13.1 All terms, conditions and warranties (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, equipment, products or software supplied by Measurlabs are excluded to the maximum extent permitted by applicable law. The warranties, obligations and liabilities of Measurlabs contained in these terms and conditions are exclusive.
13.2 These Terms and Conditions may be modified in writing from time to time by Measurlabs and orders will be governed by the most recent version of these Terms and Conditions that is in effect at the time Measurlabs 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 parts shall still apply to the greatest extent possible.
13.4 Failure by either Measurlabs or the customer to exercise the rights under these Terms and Conditions shall not constitute a waiver or forfeiture of such rights.
14.0 Governing Law / Jurisdiction
14.1 Disputes shall be settled in accordance with Finnish Law, excluding Finnish conflict of law rules (no renvoi).