1.GENERAL 

1.1.Unless otherwise agreed in writing between Merieux NutriSciences or its agents or subcontractors (any and each of them, hereinafter the “Company”), any services, including all offers made or analytical services provided by the Company (hereinafter the “Services”) to any person (the “Client”), the Services and all resulting contracts or other arrangements shall be governed by and subject to these general conditions (hereinafter the “General Conditions”).
1.2.Except by prior written agreement between the Client and the Company, the Client will be responsible for payment of the fees - for all Services performed by the Company.  
1.3.Unless the Company receives prior written instructions to the contrary from the Client, no other party is entitled to give instructions in respect of the Services or the delivery of any results or reports.   The Client hereby irrevocably authorises the Company to deliver reports to a specified third party where so instructed by the Client.

2.PROVISION OF SERVICES

2.1.The Company will provide services using reasonable care and skill and in accordance with the Client’s specific instructions as confirmed by the Company in writing or, in the absence of such instructions in accordance with: 

2.1.1.The terms of any standard order form or standard specification sheet or standard operating procedure of the Company; and/or 
2.1.2.Any relevant trade custom, usage or practice; and/or 
2.1.3.Such methods as the Company considers appropriate on technical, operational and/or financial grounds. 

2.2.On completion of the Services the Company will prepare and submit to the Client a report indicating the results of the Services carried out in accordance with the instructions of the Client. 
2.3.Any report applies only to the samples tested and does not express any opinion upon the lot from which the sample was drawn or from any other lots of the same material.  The Company shall not be held responsible or liable in respect of the use to which information supplied to the Client is put.  The Client confirms, acknowledges and agrees that any evaluation, use, application, and/or the consequences of such use are the sole responsibility of the Client.  No third party shall be entitled to rely on anything contained in the report and the Company shall have no responsibility or liability to any third party in respect of anything contained in a report.
2.4.The Company may, at customer agreement, delegate performance of all or part of the Services to an agent or subcontractor and the Client authorises the Company to disclose all information necessary for such performance to the agent or subcontractor. 
2.5.All samples will be retained for a period of 1 month after issuance of the report or such other period as the nature of the sample or the test permits. After this period, samples shall be destroyed by the Company or, on prior request from the Client, returned to the Client or retained for a longer period, at their cost. 

3.OBLIGATIONS OF THE CLIENT

3.1.The Client warrants at all times that the description , particulars and all necessary information, instructions and documents given by the Client are complete and accurate and such information is given in due time (and in any event not later than 24 hours prior to the intended commencement of Services) to enable the required Services to be performed.  If such information, instructions or documents are not provided in good time, the Company reserves the right not to commence the Services until the missing information is provided. 
3.2.Where the Services provided by the Company include entering the Client’s premises for the purposes of collecting samples, the Client will procure all necessary access to the premises and take all necessary steps to eliminate or remedy any obstacles to, or interruptions in, the performance of the sampling, and to ensure the safety of the Company’s personnel. 
3.3.The Client shall provide all relevant safety data relating to hazardous samples. The Client shall ensure that if any hazardous samples are supplied to Company, such samples will be in appropriate safe packages and that these packages and the samples contained therein are identified with the appropriate safety labelling. 
3.4.The Client will provide samples for testing at Client’s expense. 
3.5.It is the responsibility of the Client to ensure the sample supplied or collected by the Company at the Client’s direction is of the nature and characteristics of the material stated.  The Client will be responsible for any damage or injury caused to any person, property, the laboratories equipment if the sample is not as stated. 

4.FEES AND PAYMENT

4.1.Fees not agreed between the Company and the Client at the time of starting the Services shall be at the Company’s standard rates (which are subject to change from time to time) and together with all costs and expenses and all applicable taxes shall be payable by the Client.  A copy of the Company’s prevailing price list and charging rates is available on request from the Company. 
4.2.Unless otherwise agreed between the parties, the Company will not supply the test report to the Client until all monies due to the Company are paid. 
4.3.The Client shall not be entitled to retain or defer payment of any sums due to the Company on account of any dispute, counter claim or set off which it may allege against the Company. 
4.4.Additional fees shall be paid by the Client at the Company’s charging rates in force from time to time in respect of express orders, cancellation or rescheduling of Services or any partial or full repeats of the assessment programme or operations which are required. 
4.5.Unless otherwise stated all fees quoted are exclusive of travelling, subsistence costs and out of pocket expenses (which, if applicable, will be charged to the Client at cost) and any applicable Value Added Tax, Sales Tax or similar tax. 
4.6.All payments for Services are due regardless of the results and any termination of the contract prior to completion of the Service by the Client. 
4.7.Ownership of any results and reports produced by the Company in relation to the Services will remain with the Company until such time as the invoice relating to the Service is paid in full.  Once the invoice is paid in full, ownership of the report and results transfers to the Client but the Company shall have an unlimited and irrevocable licence to use such results, data and reports in accordance with the terms of these General Conditions and as required as under any applicable law, regulation or lawful order by any authorities. 

5. CONFIDENTIALITY

5.1.The Company shall keep confidential and shall not, without the prior written consent or on the instructions of the Client, disclose to any person any confidential information provided by the Client in connection with the Services requested.  The Company shall be entitled to disclose such information to employees, sub-contractors and/or other agents involved in providing the Services, as long as they are bound by obligations of confidentiality no less strict than herein. 
5.2.Item 5.1 shall not apply to information: 

5.2.1.Which was already in the public domain at the time of disclosure otherwise than through a breach of the obligations hereunder. 
5.2.2.Which was lawfully in the possession of the relevant party prior to such acquisition; 
5.2.3.Where disclosure is required and notification to the Client is prohibited by law or by regulations.

5.3.Items 5.1 and 5.2, above, notwithstanding, the Company may, at its discretion, consider a report to be placed in the public domain if:  

5.3.1.a copy of the report has been sent to a third party by the Client, and 
5.3.2.the Company has been informed or is otherwise aware of the possession of the copy by the third party.

5.4.If all conditions in Item 5.3 are met, then the Company may, in the interest of maintaining veracity and validity of a report send a copy of an original of such report to the third party. 
5.5.Information about the Client obtained from sources other than the Client (e.g. complainant, regulators) shall be confidential to the laboratory and shall not be shared with the Client, unless agreed by the source. 

6.ARCHIVAL STORAGE

6.1.The Company will retain in its archive for the period required by any applicable accreditation body or law all relevant materials relating to Services provided. 
6.2.At the end of the archive period, the Company will transfer, retain or dispose of the materials as appropriate in its absolute discretion, unless instructed otherwise by the Client.  Any fees for carrying out such instructions or for extended storage will be invoiced to and payable by the Client. 

7.SUSPENSION OR TERMINATION OF SERVICES

7.1.The Company shall be entitled to immediately and without liability either suspend or terminate provision of the Services in the event of: 

7.1.1.failure of the Client to comply with any of its obligations hereunder : or 
7.1.2.any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business of or by the Client. 

8.FORCE MAJEURE

8.1.The Company shall not be liable to the Client for any delays in performance or any non-performance of its obligations as a result of cases beyond its control (the “Force Majeure event”).  In such case, the Client will pay to the : 

8.1.1.the amount of all costs and  expenditures actually made or incurred; and
8.1.2.a proportion of the agreed fees equal to the proportion (if any) of the Service actually carried out; and 
8.1.3.the Company shall be relieved of all responsibility whatsoever for any delayed, partial or total non-performance of the required Services 

9.LIMITATION OF LIABILITY AND INDEMNITY

9.1.Neither the Company nor any of its officers, employees, agents or subcontractors shall be liable to the Client nor to any third party for any actions taken or not taken on the basis of analytical reports nor for any results arising from unclear, erroneous, incomplete, misleading or false information provided to the Company. 
9.2.The liability of the Company in respect of any claim for loss, damage or expense of any nature and howsoever arising shall in no circumstances exceed the value of the Services provided by the Company in relation to such claim.  The Company shall have no liability for any indirect or consequential loss (including loss of profits). 
9.3.In the event of any claim, the Client must give written notice to the Company within 30 days of discovery of the facts alleged to justify such claim and, in any case, the Company shall be discharged from all liability for all claims for loss, damage or expense unless notice is given within one year from the date of performance by the Company of the Service which gives rise to the claim. 
9.4.Indemnification. The Client shall guarantee, hold harmless and indemnify the Company and its officers, employees, agents or subcontractors against all claims (actual or threatened) made by any third party for loss, damage or expense of whatsoever nature including all legal expenses and related costs and howsoever arising relating to the performance, purported performance or non-performance of any services and allegation or claim of infringement of intellectual property rights of any third parties. 

10.MISCELLANEOUS

10.1.If any one or more provisions of these General Conditions are found to be illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
10.2.During the course of providing Services and for a period of one year thereafter, the Client shall not directly or indirectly entice, encourage or make any offer to any of Company’s employees to leave their employment with the Company. 
10.3.The Client warrants that any information or materials provided to the Company in connection with or relating to provision of the Services does not and will not infringe upon any intellectual property rights of any third party or other rights whatsoever. 
10.4.The Client shall take insurance coverage on the samples given to the Company for testing which may be destroyed, changed or become irrecoverable during the testing procedure.  For the avoidance of doubt, the Client hereby irrevocably waives all claims against the Company for the loss, conversion, change and damage caused to and of the samples arising therefrom. 

11.DISPUTES

11.1.Unless specifically agreed otherwise, all disputes arising shall be governed by the laws of the Peoples Republic of China and exclusive of any rules with respect to conflicts of laws. The specific "service agreement" and/or "Analysis Request Form" signed by the both parties shall prevail.

12.Authoritative document

12.1.The Chinese version of this General Conditions shall prevail in case of discrepancy between the English/Chinese version.

13.Others

13.1.This "general terms and conditions" attached as appendix of "service agreement" and/or "Analysis Request Form" signed by both parties, any inconsistency, the "service agreement" and/or "Analysis Request Form"  shall prevail.