Legal
1.1 Definitions
In these Conditions:
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Conditions” means these Terms and Conditions of Sale and Supply.
“Contract” means the contract between Quality Lab and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
“Customer” means the person, company, partnership or other business entity purchasing Goods and/or Services from Quality Lab.
“Goods” means the goods, equipment, instrumentation, components, accessories, documentation and other products supplied or to be supplied by Quality Lab under a Contract.
“Quality Lab” , “we”, “us” or “our” means Quality Lab Solutions Limited, company number 12211485.
“Quotation” means any written quotation, proposal or offer issued by Quality Lab.
“Services” means any engineering, commissioning, calibration, inspection, configuration, technical support, consultation or other services supplied by Quality Lab.
“Specification” means the agreed specification for the Goods and/or Services as set out or referred to in the Quotation, order acknowledgement, datasheet, drawing or other document expressly incorporated into the Contract.
1.2 Business customers only
These Conditions apply exclusively to Customers acting for purposes relating to their trade, business, craft or profession.
They do not apply to consumers.
2.1 These Conditions apply to all Quotations, orders and Contracts for the supply of Goods and/or Services by Quality Lab unless expressly agreed otherwise by us in writing.
2.2 Any Contract arising from a Quotation shall be subject to these Conditions.
2.3 These Conditions shall apply to the exclusion of any terms or conditions which the Customer seeks to impose or incorporate, including terms contained in or referred to by any purchase order, procurement portal, supplier registration document or other Customer document.
2.4 Submission of a purchase order by the Customer following receipt of our Quotation shall constitute an offer by the Customer to purchase the relevant Goods and/or Services on these Conditions.
2.5 A Contract shall arise only when Quality Lab:
issues a written order acknowledgement or confirmation;
expressly accepts the Customer’s order in writing;
commences manufacture or performance specifically for the Customer; or
dispatches the Goods,
whichever occurs first.
2.6 Acknowledgement of receipt of an order does not, by itself, constitute acceptance of the order.
2.7 Where there is a conflict between these Conditions and specific terms expressly stated in a Quotation or written order acknowledgement, the specific written terms in the Quotation or order acknowledgement shall take precedence to the extent of that conflict.
3.1 Unless expressly stated otherwise, a Quotation is valid for the period specified on it.
3.2 Where no validity period is stated, a Quotation shall normally remain open for acceptance for 30 days from its date.
3.3 Quality Lab may withdraw or amend a Quotation at any time before a Contract is formed.
3.4 Quotations are based on the quantities, technical information, operating conditions and other information provided by the Customer at the time of quotation.
3.5 Changes to quantities, specifications, delivery requirements, documentation, testing, inspection or certification requirements may require the price and/or delivery schedule to be revised.
4.1 No order accepted by Quality Lab may be amended or cancelled without our prior written agreement.
4.2 Requests to change or cancel an order must be made in writing.
4.3 Where Quality Lab agrees to a cancellation or amendment, the Customer shall reimburse Quality Lab for any costs, commitments, work performed, materials purchased, manufacturer charges, cancellation charges and other reasonable losses arising from the change or cancellation.
4.4 Custom, OEM and made-to-order Goods
Goods which are:
manufactured to order;
specially configured;
modified;
customised;
branded for the Customer;
procured specifically for the Customer;
manufactured to a Customer specification; or
otherwise not normally held by Quality Lab as standard stock,
shall become non-cancellable once production has commenced, unless Quality Lab expressly agrees otherwise in writing.
4.5 Custom, OEM and made-to-order Goods are non-returnable except where they are defective or do not conform materially to the agreed Specification.
5.1 Quality Lab may provide technical information, product selection assistance, application engineering, recommendations and other technical support to assist the Customer.
5.2 Unless Quality Lab expressly accepts responsibility for system or process design in writing, such assistance does not transfer responsibility for the Customer’s application, system design or final product selection to Quality Lab.
5.3 The Customer is responsible for ensuring that all information supplied to Quality Lab is complete and accurate, including where relevant:
process media;
pressure and vacuum conditions;
operating and maximum temperatures;
flow rates;
wetted material requirements;
chemical compatibility;
electrical supply and signal requirements;
environmental conditions;
ingress protection requirements;
process connections;
mechanical loads;
vibration;
hazardous-area classification;
ATEX or other certification requirements;
installation requirements;
required accuracy;
safety requirements; and
applicable standards and regulations.
5.4 Quality Lab is entitled to rely upon technical and application information supplied by the Customer.
5.5 The Customer must review the final Specification, drawings, datasheets, order codes and other technical documentation supplied before manufacture or installation where approval is requested.
5.6 The Customer remains responsible for confirming that the Goods are suitable for its intended application unless Quality Lab has expressly accepted that responsibility in writing.
5.7 The Customer shall not operate Goods outside their stated pressure, temperature, electrical, mechanical, environmental or other published operating limits.
5.8 In applications involving hazardous areas, pressurised systems or other safety-critical processes, the Customer is responsible for ensuring that the overall installation, equipment selection, installation method and system design comply with applicable requirements unless Quality Lab has expressly contracted to undertake that responsibility.
6.1 Goods shall be supplied substantially in accordance with the Specification agreed in the Contract.
6.2 Product images, drawings, brochures, catalogues, website information and other descriptive material are provided for general guidance unless expressly incorporated into the Contract.
6.3 Quality Lab may make minor changes to a Specification where required by:
the manufacturer;
changes in applicable laws or standards;
availability of components;
technical improvements; or
manufacturing requirements,
provided that such changes do not materially reduce the agreed function or performance of the Goods.
6.4 Where there is a conflict between general marketing information and the specific Specification stated in a Quotation or order acknowledgement, the specific Contract Specification shall prevail.
7.1 Unless expressly stated otherwise, all prices are:
in pounds sterling;
exclusive of VAT;
exclusive of customs duties, import duties, taxes or similar charges; and
exclusive of carriage, packaging, insurance and other delivery costs unless expressly included.
7.2 VAT shall be charged at the applicable rate.
7.3 Prices based upon specific quantities may be revised if the Customer changes the quantity ordered.
7.4 Additional work requested by the Customer after formation of the Contract may be charged separately.
7.5 Where additional costs arise because of inaccurate or incomplete information supplied by the Customer, Quality Lab may charge the Customer for the reasonable additional costs incurred.
8.1 Approved credit accounts
Customers with an approved Quality Lab credit account shall pay invoices within 30 days net from the invoice date unless different payment terms are expressly stated in the Quotation or order acknowledgement.
8.2 New and non-credit Customers
New Customers, Customers without an approved credit account and Customers for whom Quality Lab considers advance payment appropriate may be required to pay:
in full in advance;
against a pro forma invoice; or
by an agreed deposit and balance payment arrangement.
8.3 Quality Lab may establish, amend, reduce, suspend or withdraw a Customer’s credit facility for future or unfulfilled orders where reasonably required because of the Customer’s credit position, payment history or other material commercial risk.
8.4 All invoices shall be paid in full and in cleared funds.
8.5 The Customer shall not withhold payment or make any deduction, set-off or counterclaim against sums properly due to Quality Lab except where required by law or expressly agreed by Quality Lab in writing.
8.6 Late payment
Where an invoice is not paid by its due date, Quality Lab reserves the right to:
charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998, as amended or replaced from time to time;
claim any applicable statutory fixed compensation;
recover reasonable debt recovery costs to the extent permitted by law;
suspend manufacture, delivery and/or Services;
place further orders on hold; and
withdraw or reduce credit facilities.
8.7 The Customer shall remain liable for payment notwithstanding any delay in using, installing or commissioning the Goods which is not caused by Quality Lab.
9.1 Delivery terms shall be as stated in the Quotation or order acknowledgement.
9.2 Unless otherwise stated in the Contract, delivery shall be Ex Works Manchester (EXW).
9.3 Delivery and lead-time estimates are given in good faith but are estimates unless Quality Lab expressly agrees in writing that a particular delivery date is guaranteed.
9.4 Time for delivery shall not be of the essence unless expressly agreed by Quality Lab in writing.
9.5 Any period required for:
Customer approvals;
drawing approval;
documentation approval;
inspection;
witness testing;
certification;
provision of technical information;
export documentation; or
other Customer action,
shall be additional to the quoted manufacturing or delivery lead time unless expressly stated otherwise.
9.6 Where an order contains Goods with different lead times, Quality Lab may base a consolidated shipment on the longest applicable lead time unless otherwise agreed.
9.7 Quality Lab may make partial deliveries and invoice each delivery separately.
9.8 Delay in one delivery shall not entitle the Customer to cancel other deliveries or Contracts.
9.9 Failure to take delivery
Where the Customer fails to collect or accept Goods when they are ready:
delivery may be treated as having occurred;
risk may pass to the Customer;
Quality Lab may store the Goods at the Customer’s risk; and
reasonable storage, handling, insurance and redelivery costs may be charged to the Customer.
10.1 Risk in the Goods shall pass in accordance with the agreed delivery term.
10.2 Where the Contract states Ex Works and Quality Lab arranges carriage at the Customer’s request, such carriage may be arranged on the Customer’s behalf and at the Customer’s cost without altering the agreed passing of risk unless otherwise expressly agreed.
10.3 The Customer is responsible for arranging appropriate insurance from the point at which risk passes.
11.1 Legal title to Goods shall not pass to the Customer until Quality Lab has received payment in full and cleared funds for those Goods.
11.2 Until title passes, the Customer shall:
hold the Goods on a fiduciary basis as bailee for Quality Lab;
store the Goods separately where reasonably practicable;
keep them identifiable as Quality Lab’s property;
maintain them in satisfactory condition;
keep them appropriately insured; and
not pledge or otherwise create security over them.
11.3 If payment becomes overdue or the Customer becomes insolvent, Quality Lab may, to the extent permitted by law, require the Customer to return Goods for which title has not passed.
11.4 If the Customer fails to return such Goods, Quality Lab may, where legally permitted and after reasonable notice where appropriate, enter premises under the Customer’s control to recover them.
12.1 The Customer shall inspect Goods as soon as reasonably practicable following receipt.
12.2 Apparent shortages, incorrect Goods or visible transit damage should be notified to Quality Lab in writing within 5 Business Days of delivery, together with reasonable supporting evidence.
12.3 Failure to notify an apparent issue within that period may affect Quality Lab’s ability to pursue a carrier or other third party.
12.4 This clause does not prevent the Customer from making a valid warranty claim for a latent defect which could not reasonably have been identified during initial inspection.
13.1 Goods must not be returned without prior written authorisation from Quality Lab.
13.2 Quality Lab may issue a return authorisation or RMA reference where appropriate.
13.3 Any discretionary acceptance of non-defective standard Goods for return may be subject to:
the Goods being unused and in resaleable condition;
original packaging being retained;
inspection by Quality Lab or the manufacturer;
manufacturer approval;
restocking charges;
testing charges;
carriage costs; and
other reasonable costs incurred by Quality Lab.
13.4 Custom, OEM, configured or made-to-order Goods are not returnable except where defective or materially non-conforming with the Contract.
13.5 Unauthorised returns may be rejected and returned to the Customer at the Customer’s cost.
14.1 Warranty period
The warranty applicable to Goods shall be:
(a) the manufacturer-specific or product-specific warranty expressly stated in the Quotation, order acknowledgement or applicable contractual documentation; or
(b) where no specific warranty period is stated, 12 months from the date of delivery.
14.2 During the applicable warranty period, Quality Lab will, subject to these Conditions, investigate Goods alleged to be defective.
14.3 Where a valid warranty defect is established, Quality Lab may, as appropriate and at its reasonable option:
repair the defective Goods;
arrange repair by the manufacturer;
replace the defective Goods;
supply replacement components; or
refund or credit the price paid for the defective Goods.
14.4 Where the applicable warranty is expressly stated to be a manufacturer’s warranty, Quality Lab may administer or facilitate the warranty claim with the manufacturer.
14.5 Warranty exclusions
The warranty shall not apply to a defect caused by:
incorrect installation;
incorrect wiring;
misuse;
abuse;
accidental damage;
contamination;
improper storage;
unauthorised repair or modification;
normal wear and tear;
operation outside published ratings or specifications;
incompatible process media;
excessive pressure or temperature;
electrical surges or incorrect supply voltage;
environmental conditions outside the Specification;
failure to follow installation or operating instructions;
damage occurring after risk has passed;
incorrect information supplied by the Customer; or
use for an application materially different from that disclosed to Quality Lab.
14.6 Consumable components and items inherently subject to wear are excluded from warranty to the extent that deterioration results from normal use.
14.7 The Customer shall provide reasonable information, photographs, test results, process conditions and other evidence requested by Quality Lab to enable a warranty claim to be assessed.
14.8 Goods may need to be returned for inspection before a warranty determination can be made.
14.9 Where returned Goods are found not to be defective or the issue falls outside warranty, Quality Lab may charge reasonable inspection, testing, carriage and handling costs.
15.1 Calibration shall only be included where stated in the Contract.
15.2 The type and scope of calibration supplied shall be as stated in the Quotation, which may include manufacturer, traceable or accredited calibration where specifically agreed.
15.3 A calibration certificate records performance under the calibration conditions at the time calibration is carried out and does not guarantee that measurement performance will remain unchanged indefinitely.
15.4 Unless expressly included in the Contract, the Customer is responsible for establishing suitable recalibration intervals having regard to:
the application;
operating environment;
required measurement uncertainty;
frequency of use;
applicable quality procedures; and
relevant regulatory or industry requirements.
15.5 Damage, shock, contamination, excessive temperature, excessive pressure, improper installation or other operating conditions may affect calibration.
16.1 Quality Lab shall perform Services with reasonable care and skill.
16.2 Services shall be limited to the scope stated in the Quotation or Contract.
16.3 Unless expressly included, commissioning or technical attendance does not constitute acceptance by Quality Lab of responsibility for the design or safety of the Customer’s overall process, machine or system.
16.4 Where Services are performed at the Customer’s site, the Customer shall provide, where applicable:
safe and timely access;
suitable working conditions;
permits and inductions;
isolation and lock-off arrangements;
appropriate supervision;
access equipment;
lifting facilities;
utilities and power;
process availability;
relevant technical information; and
a site which complies with applicable health and safety requirements.
16.5 Waiting time, aborted visits or additional work arising because the site is not ready or information, equipment or access is unavailable may be charged additionally.
16.6 Quality Lab may use appropriately qualified subcontractors to perform part of the Services.
17.1 All Contracts are subject to applicable UK and international:
export controls;
sanctions;
embargoes;
trade restrictions;
customs rules; and
import/export licensing requirements.
17.2 The Customer shall provide all information reasonably requested by Quality Lab concerning:
end user;
ultimate destination;
intended application;
export classification;
import requirements; and
other compliance matters.
17.3 The Customer shall not resell, export, re-export, transfer or otherwise dispose of Goods in breach of applicable export-control or sanctions requirements.
17.4 Quality Lab may suspend or decline performance where it reasonably believes that performance may breach applicable sanctions, export-control or other trade laws.
17.5 Quality Lab shall not be liable for delay or non-performance caused by refusal, withdrawal or delay of an export or import licence or other governmental authorisation outside Quality Lab’s reasonable control.
18.1 The Customer shall:
provide accurate and complete information;
cooperate reasonably with Quality Lab;
obtain necessary permits and approvals under its responsibility;
use suitably competent personnel for installation and operation;
comply with manufacturer instructions;
maintain the Goods appropriately;
use the Goods only within their rated Specification; and
comply with applicable health, safety and regulatory requirements.
18.2 The Customer is responsible for integration of the Goods into its wider machine, process or control system unless system integration is expressly included within Quality Lab’s contracted scope.
19.1 All pre-existing intellectual property belonging to either party shall remain the property of that party.
19.2 Unless expressly agreed otherwise, all intellectual property in:
Quality Lab drawings;
quotations;
calculations;
technical documents;
software;
configurations;
designs; and
other materials created by or for Quality Lab,
shall remain owned by Quality Lab or its applicable licensor.
19.3 The Customer may use technical documentation supplied by Quality Lab solely to the extent reasonably required to install, operate and maintain the relevant Goods.
19.4 Manufacturer documentation, software and intellectual property remain subject to the manufacturer’s applicable rights and licence terms.
19.5 The Customer warrants that any design, drawing, specification, branding or other material supplied by it for manufacture or customisation does not infringe the intellectual property rights of any third party.
20.1 Each party shall keep confidential any confidential technical, commercial or business information received from the other in connection with a Contract.
20.2 Confidential information may be disclosed:
to employees, professional advisers, manufacturers and subcontractors who need it for performance of the Contract and are subject to appropriate confidentiality obligations; or
where disclosure is required by law, regulation or a competent authority.
20.3 Information shall not be treated as confidential where it is lawfully in the public domain through no breach of this clause.
21.1 Liability which is not limited
Nothing in these Conditions shall exclude or limit liability to the extent that such liability cannot lawfully be excluded or limited, including liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
breach of obligations as to title which cannot lawfully be excluded; or
any other liability which it would be unlawful to exclude or restrict.
21.2 Excluded losses
Subject to clause 21.1, Quality Lab shall not be liable for any:
indirect loss;
consequential loss;
loss of profit;
loss of revenue;
loss of production;
loss of business;
loss of contracts;
loss of opportunity;
loss of anticipated savings;
loss of goodwill; or
business interruption or downtime costs,
arising from or in connection with the Contract to the extent permitted by law.
21.3 Aggregate liability cap
Subject to clause 21.1, Quality Lab’s total aggregate liability arising out of or in connection with any Contract, whether in:
contract;
tort, including negligence;
misrepresentation;
breach of statutory duty; or
otherwise,
shall not exceed 100% of the total price paid or payable by the Customer under the affected Contract.
21.4 Where a claim relates only to a clearly identifiable part of a Contract, the parties may have regard to the value of that affected part when determining loss, but the overall liability cap in clause 21.3 shall remain the maximum aggregate liability.
21.5 Quality Lab shall not be responsible for loss arising from inaccurate or incomplete information supplied by the Customer where Quality Lab has reasonably relied upon that information.
21.6 Quality Lab shall not be liable for incompatibility between Goods and the Customer’s process, media, equipment or system where the relevant operating conditions or requirements were not accurately disclosed before the Contract was formed.
22.1 The Customer shall indemnify Quality Lab against reasonable losses, liabilities, claims and costs arising directly from:
use of the Goods outside their Specification;
unauthorised modification of the Goods;
installation contrary to supplied instructions;
inaccurate technical information supplied by the Customer;
Customer-supplied designs which infringe third-party intellectual property rights; or
unlawful resale, export or use of the Goods,
except to the extent that the relevant loss was caused by Quality Lab’s own breach, negligence or other legal responsibility.
23.1 Quality Lab shall not be liable for failure or delay in performing its obligations where caused by circumstances beyond its reasonable control.
23.2 Such circumstances may include:
natural disasters;
extreme weather;
fire or flood;
war;
terrorism;
civil disturbance;
industrial disputes;
epidemics or pandemics;
government action;
sanctions or embargoes;
import or export restrictions;
failure to obtain licences;
shortage of raw materials or components;
manufacturer or supplier failure beyond Quality Lab’s reasonable control;
transport disruption;
port congestion;
interruption of utilities;
telecommunications failure;
cyberattack; or
other comparable events beyond reasonable control.
23.3 Delivery times shall be extended for the period reasonably affected by the event.
23.4 If such an event continues for more than 90 days and materially prevents performance of the affected Contract, either party may terminate the unperformed part of that Contract by written notice.
23.5 The Customer shall remain liable for Goods already completed, Services already performed and unavoidable costs or commitments properly incurred before termination, particularly in relation to custom or made-to-order Goods.
24.1 Quality Lab may suspend performance or terminate a Contract by written notice where the Customer:
fails to pay an amount when due;
materially breaches the Contract and, where capable of remedy, fails to remedy the breach within a reasonable period after notice;
becomes insolvent;
enters administration or liquidation other than for a solvent restructuring;
ceases or threatens to cease trading;
has a receiver appointed over material assets; or
creates a material sanctions, export-control or credit risk which makes continued performance unlawful or commercially unreasonable.
24.2 On termination, all sums due to Quality Lab shall become immediately payable.
24.3 Termination shall not affect rights and liabilities which accrued before termination.
24.4 In respect of custom, OEM or made-to-order Goods, the Customer shall remain responsible for completed work, work in progress, committed materials and unavoidable supplier or manufacturer charges properly incurred before termination where legally recoverable.
25.1 Each party shall comply with applicable data-protection legislation in relation to personal data processed in connection with the Contract.
25.2 Business contact details may be used for contract administration, invoicing, delivery, technical support, compliance and other legitimate business purposes.
26.1 Quality Lab may subcontract parts of its obligations, including manufacture, calibration, testing, logistics and Services, while remaining responsible for its contractual obligations to the extent provided by the Contract.
26.2 The Customer shall not assign or transfer a Contract without Quality Lab’s prior written consent, such consent not to be unreasonably withheld where appropriate.
27.1 The Contract constitutes the entire agreement between the parties concerning its subject matter and supersedes previous discussions, correspondence or representations relating to that Contract.
27.2 Each party acknowledges that in entering into the Contract it does not rely upon any statement or representation which is not incorporated into the Contract.
27.3 Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.
No variation of a Contract shall be effective unless agreed in writing by an authorised representative of Quality Lab.
Failure or delay by either party to exercise a contractual or legal right shall not constitute a waiver of that right.
A waiver on one occasion shall not constitute a waiver on any subsequent occasion.
If any provision or part of these Conditions is found to be invalid, unlawful or unenforceable, it shall be treated as modified to the minimum extent necessary to make it valid and enforceable.
If such modification is not possible, the affected provision or part shall be treated as deleted.
The remainder of the Conditions shall continue in full force.
Unless expressly stated otherwise, no person other than Quality Lab and the Customer shall have any right to enforce a term of a Contract under the Contracts (Rights of Third Parties) Act 1999.
Nothing in a Contract creates a partnership, joint venture, agency or employment relationship between Quality Lab and the Customer.
Neither party has authority to bind the other except as expressly agreed.
33.1 Contractual notices shall be in writing.
33.2 Routine contractual notices may be sent by email to the business contact details used by the parties in connection with the relevant Contract.
33.3 Formal notices relating to termination or material breach may be delivered by:
hand;
pre-paid first-class post or other next-Business-Day delivery service; or
email to an authorised business contact where receipt can reasonably be demonstrated.
33.4 This clause does not apply to the formal service of legal proceedings or other documents in legal proceedings.
Each Contract and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract, including any non-contractual dispute or claim.
QUALITY LAB SOLUTIONS LIMITED
Company Number: 12211485 · Registered Office: 162 Kings Road, Chorlton Cum Hardy, Manchester, England, M21 0XX
Terms and Conditions of Sale and Supply - Version 1.0 - 17 August 2026