Marchwood Scientific Services

Registered in England No. 03604766

Registered Office: 371 Millbrook Road West, Southampton, Hampshire, SO15 0HW

MARCHWOOD SCIENTIFIC SERVICES LIMITED (MSS) – TERMS AND CONDITIONS

These terms and conditions will apply to all test and analytical services provided by Marchwood Scientific Services Limited (hence forth known

as MSS). Variations will not be valid unless signed by a duly authorised employee of MSS.

1. THE ANALYTICAL SERVICES

a. All Analytical Chemistry Contracts to analyse goods or materials are accepted by MSS on the basis that full disclosure is made by the Client

of all information and documentation which may affect such work, and that MSS will not be liable to the client unless such full disclosure has

been made. All such information shall be maintained by MSS in strict confidence. Upon completing the supply of Services under an Agreement

MSS shall, if required, return to the Client any documents that is has received in connection with such Agreement.

(i) The Client shall make known to MSS prior to analysis the purpose or purposes, including possible litigation, for which the results of the

analysis are to be used MSS shall bear no duty of care or contractual liability to the Client or to third parties in respect of purposes no so

disclosed.

(ii) The Client agrees to indemnity MSS against any third party claims for any loss or injury arising out of any use of any such goods or materials

not disclosed to MSS.

b. The cost for the agreed work will be confirmed in a written Quotation or Estimate. The cost of obtaining any specific extra items such as

Certified Reference Materials, Chromatography Columns etc, will be included in the Quotation or Estimate.

c. If such work needs to be performed in a shorter time than that specified in the Quotation or Estimate, it is the responsibility of the Client to

negotiate whether this is possible with MSS Representative. A surcharge will be made for this service, depending upon the degree or urgency.

In certain circumstances and with certain samples, a same-day turnaround may be available. Appropriate and negotiated surcharges would

apply.

d. MSS will include in Quotations or Estimates, where appropriate, a surcharge for handling materials deemed hazardous. If samples are found

to be of a hazardous nature subsequent to quoting for the work, then MSS reserve the right to apply the appropriate surcharge to the

subsequent invoice. Details of these changes can be obtained on request. See also Section 4.

e. MSS will carry out such work as agreed with the Client and shall be entitled to test any samples to destruction. All goods and materials

remaining following analysis will be disposed of by MSS two weeks for Waste samples and one month for Food & Environmental samples

following the use of the report containing the analytical results, unless otherwise agreed in writing.

f. MSS relies upon the information being supplied by the client to be correct. If as a result of client supplying incorrect information, the

equipment or instrumentation used is damaged, or the analytical work is unnecessarily delayed, then MSS reserve the right to seek

compensation for the repair or replacement of equipment of instrumentation, or for the additional time taken to perform the testing by the

analyst.

g. Any report issued by MSS will relate only to the goods or materials in respect of which work has been done and not the bulk from which the

samples analysed may have been selected (See j).

h. Should additional copies of Reports or Certificates of Analysis be requested, these will be supplied but an additional charge may be incurred.

i. Where MSS has no direct knowledge of the circumstances in which samples for analysis have been taken out it cannot provide any comment

or interpretation of analytical results (See 2.)

j. Whilst every effort is made to answer client’s questions on the facts contained within the Report, MSS reserve the right to charge for

discussions/consultancy. MSS also reserve the right to charge for electronic communications such as e-mail. In all cases the client will be

informed that a surcharge will be made.

k. MSS reports are provided in confidence. Copyright of all written statements, report, certificates and other information given by MSS in the

course of analytical services will remain the property of MSS. They must not be made public (except as requested by law), edited or amended

in whole or in part without prior written consent. Copies of any such documents must not be given to third parties without MSS prior written

consent.

l. MSS shall make all reasonable efforts to supply Analytical Services by the date agreed (if any) but MSS do not guarantee such a date, which

is given by way of estimate only.

m. If samples are submitted for analysis and the work is cancelled before completion for any reason, MSS reserve the right to make an

appropriate charge including any administrative costs invoiced, based on the number of samples submitted and the stage at which cancellation

occurred.

2. STATEMENT OF LIMITATION

In all matters relating to analytical chemistry services, which MSS undertake for its Clients, the Company will limit its activities to fields in which

it has direct experience and knowledge. It will adhere strictly to instructions, which must be agreed and fully documented prior to any work

being undertaken. All results produced will be presented as a factual report. MSS are not registered as Expert Witnesses therefore cannot

enter into discussions or offer opinions on the application or consequence of the results, other than those directly relating to the analytical

procedures undertaken.

Marchwood Scientific Services

Registered in England No. 03604766

Registered Office: 371 Millbrook Road West, Southampton, Hampshire, SO15 0HW Page 2 of 3

3. QUALITY ASSURANCE, METHODOLOGY AND ARCHIVING

a. All analytical work will be in compliance with MSS Quality System, which has been approved by UKAS.

b. Unless specifically indicated in one of the Quotation or Estimate, the UKAS (ISO17025) Accreditation Schedule does not cover the methods

quoted.

c. All work specific analytical Raw Data will be held in the archives of MSS at 371 Millbrook Road West, Southampton, SO15 0HW, unless

otherwise requested and agreed with the Client.

d. If requested in writing or detailed in a Service/Technical Agreement the analysis specific Raw Date can be supplied with the

Report/Certificate of Analysis. A surcharge of 5% will be added to the invoice value of the work.

e. Where the MSS Quality Department are required to undertake an audit or investigation resulting in a report, then MSS reserves the right to

make a charge.

4. HEALTH AND SAFETY

a. Clients must inform MSS of hazards of any kind relating to samples when requesting a Quotation or Estimate. Samples/materials so

submitted must be labelled with the appropriate hazard labels, in accordance with the CHIP regulations, and a Material Safety Data Sheet

(MSDS) provided. Failure to do so is in breach of Health and Safety Regulations and may result in an additional handling charge.

b. MSS reserve the right to quarantine samples until the aforementioned is provided and to charge for any administration and or specific

handling requirements involved.

c. MSS will hold the Client responsible for any injury/illness that result from handling materials that are not clearly labelled as being of a

hazardous nature.

5. PRICE AND PAYMENT

MSS agrees to provide the above Analytical Services on the basis that:

a. MSS operate a Minimum Sample Submission Invoice charge of £100.

b. The price stated on the quotation is the net price of the Analytical Services supplied exclusive of all taxes, duties and any other impositions

whatsoever, which if applicable shall be paid by the Client in addition.

c. Should a P/O number or equivalent reference be required to payment of the invoice, it is the responsibility of the Client to ensure that this

is provided at the time of the submission of samples. Any delays in providing these details will be subject to an administrative surcharge, as

will the omission of MSDS and other safety data.

d. If the Client requests any change in the specification of the Analytical Services or any additional Analytical Services and MSS agrees such

that the changed or additional Services are supplied, those Services will be invoiced at the rate ruling at the date of the invoice unless they

have been the subject of a further Quotation or Estimate.

e. Should unexpected or unforeseen scientific problems arise, during the course of the analytical work, which affect the

method(s)/technique(s) employed or the time scale of the Contract, MSS reserve the right to re-negotiate the quoted or contracted price and

the time scale. Failure by the Client to re-negotiate will be taken as a termination of the Contract, when all work done will be reported and

invoiced.

f. Unless otherwise expressly stated, prices are due and payable into such bank account as may be designated by MSS without set-off or

counterclaim in United Kingdom Sterling in immediately available funds within (30) days from the date of the relevant invoice. Payment by

cheque or other negotiable instrument is ineffective until it is honoured and the MSS bank account is credited with the amount due.

g. MSS reserve the right to forward unpaid accounts at the end of the credit period to a debt-collecting agency. MSS require payment to terms.

Payment must be made on time, in full, and without any deduction, set off or counterclaim. In the event that an account is outstanding, we

will refer the matter to our debt collection agents, Daniels Silverman Limited, which will incur costs of 15% + vat. Any costs incurred to collect

the debt will be added to the debt, plus VAT at the prevailing rate. You agree that you will be legally liable to pay us that surcharge, and that

payment of the same can be enforced against you in court. You also agree to pay interest at the relevant reference rate provided for under

the Late Payment of Commercial Debts (Interest) Act 1998, which interest is payable both after and before any judgment of the court and

continues to accrue.

h. Any other charges stated separately from the price are payable by the Client at the same time, and shall be treated as part of the price.

i. If the Client pays any amount too MSS without apportioning it between specific debts or liabilities it shall be apportioned as MSS thinks fit.

They may attribute a partial payment to one or more specific items, rather than to all items, which are the subject of a particular Agreement.

j. Where the period for carrying out the work is to exceed one-month payment shall be made on account, invoiced on a monthly basis at the

price quoted by MSS.

6. CLIENT ACCOUNTS

a. Services to existing account Clients will be provided on the condition that invoices are paid in full within 30 days of the date of invoice, MSS

reserves the right to defer or cancel without liability the provision of any further services if this condition is not compiled with unless the Client

has given written notice that the sum charged is in dispute.

b. With services to new Clients, MSS will normally require satisfactory recent credit references before accepting a new account Client and prepayment

of the first Contract.

Marchwood Scientific Services

Registered in England No. 03604766

Registered Office: 371 Millbrook Road West, Southampton, Hampshire, SO15 0HW Page 3 of 3

c. With all Clients, MSS reserves the right to withhold reports and discussions, and to discontinue the provision of service at any time when

there are outstanding fees owed by a Client. MSS will accept no responsibility for the consequences of withholding reports or discontinuing

work in such circumstances.

7. LIABILITIES OF MSS

a. MSS shall be responsible for any failure to carry out the Services with reasonable care and skill.

b. MSS’s obligations and liabilities to the Client in respect of the Services shall be limited to those set out expressly herein and where the

Agreement is not an international supply contract within section 26 (3) of the Unfair Contract Terms Act 1977, to any liability for death or

personal injury from negligence (as defined in that Act). The Client acknowledges that this is reasonable and reflected in the price and shall

accept the risk and/or insure accordingly.

c. Subject to and without limiting (a) and (b) above, no collateral contract and no representation, warranty, condition, stipulation or liability

obligation whatsoever (without limitation whether arising (i) in contract, tort [including negligence] or otherwise; or (ii) expressly, impliedly,

at common law, by statue, custom, usage or course of dealing or otherwise) is given, made or undertaken by MSS or its employees or agents

in relation to the Services.

d. Subject to and without limiting (a), (b) and (c) above:

(i) MSS shall not be liable for any loss, injury, or damage of any nature whatsoever whether direct or consequential arising out of or in

connection with any Service supplied; and

(ii) The Client shall not rely upon any representation concerning any Services supplied unless the same shall have been made by MSS in writing.

8. DEFECTS

a. The Client shall give MSS notice of any defects in the Service by email as soon as it is aware of them and shall in any event give MSS full

details in writing of those defects within three (3) months of the Services being supplied.

b. The Client may make no claim except when it has given notice as required by (a) above.

9. FORCE MAJEURE

In the event that performance of the Agreement is rendered uneconomic, prevented or delayed as a result of war, hostilities, terrorist

activities, acts of God, industrial unrest, civil disturbance, the act of any local or national government or authority (whether in the United

Kingdom or abroad), shortage or unavailability of raw materials, equipment, labour or fuel or any other causes beyond reasonable control of

MSS, MSS may, be written notice to the Client, either cancel the Agreement or suspend or postpone performance of it with no liability on

either side.

10. ASSIGNMENT

The Client shall not assign, mortgage, charge, sub-let or otherwise dispose of any Agreement or any rights there under in whole or in part

without MSS’s prior written consent. Any such action by the Client without such consent shall be void.

11. TERMINATION

Should the Client default in any payment or otherwise be in breach of its obligations to MSS under this contract or under any other contract

with MSS or compound with or execute an assignment for the benefit of its creditors or commit any act of bankruptcy or being a company

enter into voluntary or compulsory liquidation or suffer a receiver, administrative receiver or administrative to be appointed over all or any

part of its assets or take or suffer any similar action in consequence of debt or become insolvent or should MSS have reasonable cause to

believe that any of these events is likely to occur, MSS may, by notice in writing to the Client and without prejudice to any other rights forthwith

suspend or cancel any uncompleted part of this contract or require payment in advance or satisfactory security for further delivery of services

under this contract.

12. MISCELLANEOUS

a. The failure by MSS to enforce at any time any one or more of the terms or conditions of this agreement shall not amount to a waiver by

MSS of its right subsequently to enforce such a term or condition.

b. If any provision of this agreement is declared by any judicial or other competent authority to be voidable, illegal or otherwise unenforceable

this shall not affect the remainder of the contract, which shall continue in full force and effect. Any such provisions as shall be declared to be

voidable, illegal or otherwise enforceable shall be amended so that the amended provision achieves the intention of the parties.

c. The Client will have understood and accepted these Terms and Conditions when sending each consignment to MSS.

13. LAW AND JURISDICTION

The application of the Uniform Laws on International Sales shall be excluded. The construction validity and performance of all agreements shall

be governed by English law and any claim or dispute arising from them shall without prejudice to MSS’s other rights be subject to the jurisdiction

of and be determined by the English Courts.