Terms of Use

1. Terms of Payment
1.1. Subject to any special terms agreed in Writing between the Client and the Company, the Company shall be entitled to invoice the Client for the price of the Services on or at any time after commencement of the same.

1.2. The Client shall pay the price of the Services inclusive of VAT where applicable (but without any other deduction) within 30 days of the date of the Company’s invoice in pounds sterling. The time of the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

1.3. If the Client fails to make any payment on the due date, then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:

1.3.1. cancel the Contract or suspend any further provisions of the Service to the Client. Any such period of suspension shall be disregarded for the purpose of contractual time limits previously agreed for the completion of the services.

1.3.2. under The Late Payment of Commercial Debts (Interest) Act 1998, charge the Client interest (both before and after any judgement) on the amount unpaid, at the rate of 10% per annum above (The Royal Bank of Scotland) base rate from time to time, until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest): and
1.3.3. charge the Client the costs of recovery of any outstanding amount including legal costs and disbursements and charge any Bank charges incurred on representing cheques or requesting special clearance thereof.

2. Force Majeure

2.1. The Company shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company’s reasonable control.

3. Accuracy

3.1. Any results provided by the Company comprising advice data and conclusions are based on information supplied by the Client and evidence known at the time to the Company. The Client shall supply all necessary information, data, drawings and items necessary to the timescale required by the Company and shall arrange, at the Client’s expense and risk, for the conveyance of all test items to and from the Company’s laboratories unless the conveyance of samples and other items forms an integral part of the work. All data provided, conclusions reached, or recommendations made by the Company rely on scientific and engineering concepts disciplines and procedures used or adopted by the Company and the Company does not warrant that the same will necessarily be achieved by other parties, or that such conclusions or recommendations will necessarily be valid in circumstances other than those of which the Company has direct expense. Any results are believed to be accurate and reliable subject to the limitations of normal experimental uncertainties.

3.2. Any report produced by the Company for the benefit of the Client relates solely to the goods or samples reported on and not bulk from which the goods or samples were drawn.

4. Confidentiality and Intellectual Property

4.1. The property, and any copyright, design rights or other intellectual property rights in any Output Material shall, unless otherwise agreed in Writing between the Client and the Company, belong to the Company, but the Client shall be entitled to use the Output Material for the purposes of utilising the Services by way of an exclusive licence, subject to payment in full of all sums payable under this contract.

4.2. Any information provided by the client which is so designated by the Client and any Output Material shall be kept confidential by the Company, and all Output Material or other information provided by the Company which is so designated by the company shall be kept confidential by the client: but the foregoing shall not apply to any documents or other materials, data or other information which either party is required to disclose by law or by statutory requirements or which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.

4.3. The Output Material is prepared exclusively for the Client for the purposes of the Contract and may not under any circumstances be used by any third party. The Company is not liable for any Output Material so used and the Client shall indemnify the Company against all liability and loss, damages and expenses awarded or incurred by the Company in connection with any claims by third parties in connection with such use of the Output Material.

4.4. While the Company is not aware, to the best of its knowledge, that any Output Material is in infringement of any design rights, copyright or other intellectual property rights of any third party. It does not give any particular warranty in this respect.

5. Warranty and Limitation of Liability

5.1. Except as expressly provided in this Contract and so far as is permitted by statute all warranties, conditions, guarantees or representations, express or implied, statutory or otherwise are hereby excluded and the Company shall not be liable for any loss, damage, expense or injury or any kind whatsoever, consequential or otherwise, arising out of or due to or caused by any defects or deficiencies of any sort in the Services, (including any delay in providing or failure to provide the Services) whether such defects or deficiencies are caused by the negligence of the Company or its employees or agents or otherwise.

5.2. The services are provided to and for the benefit of the Client exclusively and all collateral warranties are hereby excluded. The Company shall not be liable to any third party who seeks to use the Services without the Company’s express written permission for any loss, damage, expense or injury of any kind whatsoever, consequential or otherwise, arising out of or due to or caused by any defects or deficiencies of any sort in their Services whether such defects or deficiencies are caused by the negligence of the Company or its employees or agents or otherwise.

5.3. The Company shall have no liability to the Client for any loss, damage, costs, expenses or other clams for compensation arising from any instructions supplied by the Client which are incomplete, incorrect, inaccurate or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.

5.4. No liability is accepted by the Company for loss or damage howsoever caused to any goods or samples submitted for examination by the Client. Following examination of the goods or samples the remainder will only be returned to the Client upon written request.  Unless the Company receives notice in Writing to the contrary the Company shall be entitled to dispose of all goods or samples within 6 months of the completion of the Contract.

5.5. Nothing in this Contract shall limit or exclude the Company’s liability for death or personal injury resulting from the negligence of the Company or that of its employees or agents.

5.6. The entire liability of the Consultancy under or in connection with the agreement shall not exceed the total value of the contract or part thereof where the quote is made up of clearly defined and separate elements of work.

5.7. No liability is accepted by the company for claims arising out of pollution or contamination of any kind.

5.8. The Client shall indemnify and keep the Company indemnified against all costs, expenses, damage or other losses incurred or suffered by the company as a result of any claims made against the Company due to the infringement of any regulation, enactment or legislation by the Client.

5.9. The Client is under duty to mitigate any losses howsoever caused.

5.10. The Client acknowledges and agrees that the limitation of liability contained in this clause is:

5.10.1. fair and reasonable:

5.10.2. reflected in the level of charges and of insurance cover carried by the Company

5.10.3. just and equitable having regard to the extent of the responsibility of the Company for any loss or damage suffered, on the basis that all other consultants, the contractor and any subcontractors who have a liability shall be deemed to have provided contractual undertakings to the Client on terms no less onerous than those contained in this Contract.

6.    Publicity

6.1. The Company’s name shall not be used in connection with the Contract for purposes of publicity promotion or advertising without the prior written approval of The Company. The Company may publish or join in publishing any description or illustration of the works with the Prior consent of the Client.

7. Non-solicitation of Staff

7.1. The Client shall not solicit or entice away or seek to entice away from the Company to work for its business, whether as principal, agent, partner, director, employee, secondee or consultant, any person who is or was employed or engaged by the Company in providing the Services.

7.2. Should the Client be in breach of 13.1 above, then it shall pay to the Company a sum to cover the Company’s reasonable losses in this matter.

8. Credit References and Marketing

8.1. The Company may consult or register information about the Client and the conduct of the Client’s account with a licensed credit reference agency. The Company may also consult a licensed credit agency about any credit information that they hold on the Client or the Clients principal directors.

8.2. As part of its marketing policy the Company may send to the Client from time to time details of its products and services. If the Client does not wish to receive these details then please contact Armstrong Environmental Ltd. (list address, phone number and email address, if appropriate).

9. Dispute Resolution and Applicable Law

9.1. Any dispute or difference arising out of or in connection with this Contract shall be referable at the option of either party to adjudication.

9.2. The contract shall in all respects be subject to and construed in accordance with English Law and the Client submits to the exclusive jurisdiction of the English Courts.

10. Events of Default, Termination, Repossession, Suspension

10.1. If:

10.1.1. the client fails to pay any sums when due or otherwise materially breaches any of the terms of the Contract or any other terms agreed with the Company: or

10.1.2. the Client is, or for statutory purposes is deemed to be or appears to be unable to pay its debts as they become due, or the value of its assets is less than the amount of its liabilities (including contingent and prospective liabilities) or the Client otherwise becomes insolvent or suspends payment or threatens to do so or ceases to trade: or

10.1.3. the Client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual firm) becomes bankrupt or (being a company) goes into liquidation(otherwise than for the purposes of amalgamation or reconstruction): or

10.1.4. an encumbrancer take possession, or a receiver is appointed, of any of the property or assets of the Client: or

10.1.5. the Client ceases, or threatens to cease, to carry on business: or

10.1.6. where the Client is an individual or partnership, he or any partner dies: or

10.1.7. outside England and Wales anything corresponding to any of the above occurs: or

10.1.8. the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client.