Terms of Service (TOS) and Conditions of Contract

The goods and services subject to these general conditions are offered for sale or provided by “Lab.Instruments S.r.l.” (hereinafter referred to as “LAB”) with registered office in Castellana Grotte (BA) Italy, 70013, State Road 172 Putignano – Alberobello No. 2 (km. 28+200), registered with the Companies Register of Bari No. 0317650723, R.E.A. BA-247858, tax code and VAT number 0317650723, fully paid-up share capital of €1,000,000.00, telephone +39 080 496749, Fax: +39 080 2121749, email info@labinstruments.it, certified email labinstruments@pec.it.

 

Art. 1 – Definitions.

1.1 – The term “General Conditions” refers to this document.

1.2 – The term “Customer” refers to the individual or entity, whether a consumer or professional, making a purchase of Products as indicated on the Website and in the General Conditions.

1.3 – The term “Products” refers to all products marketed by LAB on the Website and included in its product catalog.

1.4 – The term “Website” refers to the set of web pages accessible by typing the following Internet addresses: www.crmlabstandard.com or www.labinstruments.org.

1.5 – The term “Purchase Order” refers to the document containing the detailed list of Products and Services requested by the Customer.

1.6 – The term “Sales Contract” refers to the agreement concluded between the Customer and LAB through the Purchase Order, confirmed by LAB.

 

Art. 2 – Scope of Application.

2.1 – The General Conditions contained in this document govern all contracts for supply, sale, and provision of services concluded by LAB with its Customers.

2.2 – The Customer expressly acknowledges having carefully read and fully accepted the content of these General Conditions before concluding the contract, as well as having taken note of all instructions provided during the purchase procedure.

2.3 – Clauses, conditions, and other ancillary negotiating elements that modify or derogate from these General Conditions must be prepared and accepted in writing, under penalty of nullity and ineffectiveness.

 

Art. 3 – Conclusion of the Contract on the E-commerce Platform.

3.1 – The Customer can purchase the Products as illustrated in the informative sheets on the Website. By following the purchasing procedure indicated on the Website, the Customer can select the desired Products, verify the total value of the items to be purchased, including delivery costs. The Purchase Order, once finalized with payment, cannot be modified or canceled. All Purchase Orders must be fully completed and contain the exact identification of the ordered Products, the Customer, and the delivery location of the Products.

3.2 – The Purchase Order constitutes a contractual proposal made by the Customer through the Internet. The order confirmation from LAB, sent to the Customer at the email address provided, reproduces the order details and constitutes acceptance of the contractual proposal. The contract is considered concluded and binding for both parties once the order confirmation is sent to the Customer. The order confirmation will contain a summary of the order, including the order details, the price of the purchased goods, shipping costs, any additional charges, payment methods, the delivery address, the chosen delivery method, and any instructions regarding customs documents.

3.3 – LAB’s order processing will commence only after verification of compliance with the payment terms specified in the Purchase Order.

3.4 – Even after the contract is defined, due to unforeseen technical or raw material supply problems, LAB may propose a contract revision to the Customer to essentially meet their needs as quickly as possible.

3.5 – The contract is considered concluded at LAB’s headquarters.

3.6 – Purchase Orders with an amount less than one hundred euros (excluding VAT, other taxes, and costs such as shipping, transportation, and insurance) will not be accepted, unless otherwise agreed between the parties.

3.7 – LAB reserves the right to refuse a Purchase Order received from the Customer in unforeseen or exceptional situations, such as incorrect personal data, previous breach of any nature, insolvency proceedings, verified lack of Product availability in warehouses, or incompatibility with company values.

3.8 – The Customer cannot assign the contract or part thereof without LAB’s written consent.

3.9 – LAB may assign the contract or part thereof to any exclusive distributor (Dealer) belonging to the LAB network or to a distributor located in the same country as the Customer, to facilitate a quicker and more effective execution of the Sales Contract. In the event of contract assignment, LAB will notify the Customer with the Dealer’s details, who will execute the contract.

3.10 – Should, for particular reasons related to the different legislation in the Client’s and LAB’s respective countries, any of the contractual conditions be deemed illegal, invalid, or ineffective, either in part or in full, such invalidity shall be limited solely to that clause, without affecting the validity, legality, and effectiveness of the remaining part of the Sales Contract.

 

Art. 4 – Customer Materials.

4.1 – In the event that the Customer sends materials to LAB, they must ensure that such materials are suitable and safe for the intended use by LAB. The Customer shall deliver the materials to LAB at their own expense and risk. The Customer warrants that each article included in their materials is correctly identified, not hazardous, in good condition, and has not been altered or replaced.

4.2 – When possible, the Customer may consent to LAB storing, preserving, disposing of, or returning the materials (or any remaining part) after the supply has been completed. The costs for storage, destruction, or shipment shall be borne by the Customer unless otherwise agreed. If specific instructions are not provided within three months from the completion of the supply/service, the Customer’s material will be considered abandoned. It may be used for different purposes, destroyed, disposed of, or returned to the Customer, with the related costs being charged.

 

Art. 5 – Prices and Payment Terms.

5.1 – Unless otherwise agreed in writing between the parties, LAB applies the prices indicated on the Website or in its catalogs and price lists, in force at the time of order receipt.

5.2 – The indicated prices do not include VAT and any other taxes or obligatory fees according to current regulations.

5.3 – Unless otherwise agreed, all prices are agreed “ex works” or “ex warehouse seller.”

5.4 – Invoices issued by LAB must be settled within the deadline indicated on them, at the creditor’s domicile, according to Article 1182 of the Civil Code. Advance payments are permitted; cash payments are not allowed.

5.5 – Payment is considered executed when the amounts are credited to LAB’s bank account.

5.6 – To make a payment with a credit card, the Customer will be redirected to the secure server of the bank chosen by LAB and equipped with 3DSecure technology; therefore, all payment-related information (credit card number, validity, etc.) will be transmitted directly to the relevant bank. The most common credit cards are accepted, including prepaid and reloadable ones: Visa, Mastercard, American Express, and Diners. A surcharge according to the chosen circuit (Stripe or Paypal) will be applied for credit card payments. If the bank informs LAB of any irregularity related to the credit card used, LAB will cancel the order.

5.7 – Failure to meet the agreed payment deadline results in the automatic termination of the Sales Contract according to Article 1456 of the Civil Code, without the need for any performance notice, at the moment when LAB declares its intention to invoke this termination clause. In this case, the contract is retroactively terminated, obliging the Customer to return what has been received, based on the rules on restitution and unjust enrichment, without prejudice to the right to claim damages.

5.8 – In all cases of delayed payment by the Customer, late payment interest will be due, calculated according to Articles 4 and 5 of Legislative Decree 231/2002; furthermore, the execution of ongoing Purchase Contracts will be suspended.

5.9 – If, between the contract conclusion and the supply, LAB has to implement a general price increase for the Product to be supplied, it is authorized to apply the price valid on the day of supply, but the Customer is authorized to withdraw from the contract within 14 days from the communication of the price increase.

 

Art. 6 – Refunds.

6.1 – Refunds to the Customer will be credited using one of the methods in use at LAB. If the refund is made by bank transfer, it can only be finalized if the account holder of the bank account is the same entity that placed the Purchase Order.

6.2 – In the event of the exercise of the right of withdrawal by the Customer, LAB will credit the refund within a reasonable period from the date when LAB became aware of the withdrawal.

6.3 – However, LAB reserves the right to withhold the refund until the Products are returned and their condition is verified.

6.4 – In the case of the exercise of the right of withdrawal, LAB is not obligated to refund additional and supplementary costs.

 

Art. 7 – Delivery Times and Methods, Shipment Risk.

7.1 – LAB will arrange for the delivery of the Products selected and ordered by the Customer, as indicated in the Order Confirmation under Article 3, through selected couriers or carriers. The different methods, times, and shipping costs will be clearly indicated on the Website at the time of purchase.

7.2 – The delivery time is indicative, never peremptory or essential, unless the Sales Contract specifically specifies a precise delivery deadline in writing.

7.3 – The manner and timing of contact with the Customer-before delivery or after the first delivery attempt-will depend on the courier chosen in relation to the specific type of order to be delivered. Delivery will be made to the address indicated by the Customer at the end of the purchase process on the Site.

7.4 – The Customer, when formulating the Purchase Order on the Site, undertakes to verify that the information present is correct and complete. Delivery will reflect the characteristics of the type-logy chosen at the time of purchase. Any impediment or special condition related to the access ways to the indicated address that would prevent or make less easy the delivery itself, must be communicated by the Customer. It should be noted that in pedestrian areas, delivery will take place up to the point where the vehicle has accessibility. If not included in the Delivery Service specified in the Purchase Order, no porterage may be requested from the Delivery Service personnel within the Customer’s delivery location.

7.5 – Upon delivery of the Product by the courier, the Customer is required to check that the number of packages being delivered corresponds to the number indicated in the accompanying document and that the packaging is intact, undamaged, nor wet or altered, as well as to verify compliance with the conditions of transport by means of the sensors/indicators for this specific purpose that may be affixed to the outside of the box. Once the courier’s transport document has been signed, the Customer will no longer be able to make any objection about the quantity and quality of what has been received.

7.6 – Claims for damage due to transport must be made against the transporter, directly upon receipt, by means of an appropriate reserve on the delivery note, giving notice to LAB no later than three days. After this deadline, the goods shall be deemed received and accepted without reservation.

7.7 – The risk of loss or damage to the Products passes to the Customer as soon as they are delivered to the carrier.

7.8 – If the shipment is delayed due to circumstances attributable to the Client, the risk for the perishing or deterioration of the Products shall be borne by the Client from the day LAB makes the notification that it is ready for delivery.

7.9 – In the case of large orders, LAB is entitled to make partial deliveries.

7.10 – In all cases of force majeure such as strikes, suspension of transportation, and others, LAB will be esonerated from the obligation of shipment.

 

Article 8 – Returns.

8.1 – Any returns due to incorrect ordering must be authorized by LAB, upon prior written request that must be sent within 8 working days from the delivery of the goods, along with the details of the invoice or a copy thereof. In the event of return authorization, the goods must be sent free to the address indicated by LAB, complete with any accessories and in the original packaging. If the package contains cooling systems, the Customer is required to install new and suitable ones before returning the shipment.

8.2 – The returned material must not have been used and must return to LAB in conditions that allow it to be placed back in the warehouse for subsequent sale without any intervention. Otherwise, costs for rearranging the goods will be charged.

 

Article 9 – Retention of Title.

9.1 – LAB retains ownership rights over the goods supplied until full payment of the supply and any other amounts due for any reason from the customer has occurred; from the moment of delivery, the risks and responsibilities related to the use of the supplied products fall upon the Customer.

 

Article 10 – Warranties – Product Defects.

10.1 – The data and statements concerning the Products are based on the current state of knowledge, provided in good faith and conscience; special attention has been given to mitigating residual risks related to impartiality. However, they are not binding and do not claim completeness. To the extent permitted by law, any liability and warranty for the correctness and timeliness of data or statements in publications are excluded, especially those issued in anticipation of future developments.

10.2 – The Customer is solely responsible for verifying the suitability and usability of the product in compliance with regulatory prescriptions or authorities. LAB assumes no responsibility for the use of Products other than their intended use or for use not in accordance with regulatory prescriptions, especially after mixing or processing operations to obtain other products.

10.3 – The data, photographs, drawings, dimensions, weights, and all technical data provided on the Website, in catalogs, advertising materials, computer and electronic media, are indicative of the product’s characteristics but do not constitute promised or essential qualities of the supplied products. Therefore, they can be modified at any time until the contract is finalized.

10.4 – Upon delivery, the Customer has the responsibility to verify that the supplied Products correspond to the sales contract in terms of quantity and quality and are free from defects that could be identified through a cursory examination conducted with ordinary diligence.

10.5 – Claims regarding product defects must be submitted in writing immediately upon their detectability through reasonable inspections, and in any case within 8 days from discovery; the corresponding action is time-barred within a year from delivery in accordance with Article 1495 of the Italian Civil Code.

10.6 – All Products must be stored according to the provided instructions, and any warranty is excluded if the Customer fails to comply with all the instructions regarding the storage and use of the Products, as indicated on the accompanying certificate.

10.7 – In the case of legitimate claims, LAB will provide the missing quantities or replace the defective Products. If replacement is not possible, at the Customer’s choice, the Products will be taken back or a discount will be granted on the price. Replacement Products will be delivered within a reasonable timeframe.

10.8 – LAB’s liability, regardless of its amount, will be limited to the lesser of the value of the Products or Services and the threshold of €1,000. LAB cannot be held responsible for loss of profit, missed earnings, business losses, and any other economic loss, nor will it be liable for any claims by third parties or for any indirect, special, or consequential damages that may arise from or be connected to the contract.

10.9 – LAB is liable for health damages if the non-compliance is directly attributable to it, limited to the amounts provided by the liability insurance coverage in force with the UNIPOL SAI company. Furthermore, LAB is liable for other damages if they are attributable to willful or grossly negligent non-compliance. Any other compensatory rights must be expressly excluded.

10.10 – LAB provides its consultancy based on its best knowledge, research, and experience; however, information and responses regarding the suitability and use of the Products are not binding. They do not exempt the Customer from the obligation to conduct their own checks and verifications.

 

Article 11 – Other Obligations of the Customer.

11.1 – The Customer accepts and commits to comply with all applicable regulatory provisions, regulations, directives, and codes of conduct related to the subject of the Sales Agreement.

11.2 – The Customer is obligated to inform LAB of their inclusion in lists of unauthorized individuals, whether on a national or international level, public or of public interest, including reporting to the Risk Centers maintained by banking organizations, as soon as they become aware of it or should have reasonably become aware of it. The Customer acknowledges that any such report or inclusion in the aforementioned lists constitutes grounds for immediate automatic termination of any agreement they have with LAB.

11.3 – The Customer agrees to provide, within five (5) working days of receiving any request, statements proving their financial situation that LAB may reasonably request. Furthermore, they will promptly inform LAB of any event or circumstance that could have a negative impact on their business activity or financial situation.

11.4 – If LAB deems, at its sole discretion, that the Customer’s financial situation or creditworthiness is inadequate or unsatisfactory, it may request advance payment for any supply and suspend the delivery of unpaid products.

11.5 – The Customer is aware of and accepts that occasionally, some synthesis or preparation services may undergo minor modifications during production and supply due to the unavailability of suitable raw materials on international markets, or due to small but significant differences in the chemical and physical properties of the components of the formulation. In the event that “Lab” cannot fulfill and/or complete all or part of the Services for any reason (including without limitation technical or experimental issues), “Lab” reserves the right, at its discretion, to propose the best alternative solution at the earliest possible time, or to cancel the Service at any time and/or terminate the contract without any liability on its part and propose a “Contract Review.”

11.6 – Any right or remedy provided by the contract does not prejudice the rights and remedies of LAB that are not provided for by the contract itself.

 

Article 12 – Intellectual Property – Registered Trademarks.

12.1 – LAB holds the copyright to the Website, catalogs, informational material, certain specific formulations identified for this purpose with appropriate trademarks or “Patent,” and any other sales documents, which cannot be reproduced or transferred to third parties.

12.2 – Unless otherwise agreed in writing, ownership and all rights related to data, reports, certificates of analysis, data protection, copyrights, patents, models, conceptual solutions, analyses, processes, methodologies, inventions, software, images, designs, confidential information, and any other intellectual property rights (both registered and unregistered) that are not attributed to third-party rights will remain with LAB.

12.3 – The Customer may not, without the prior written consent of LAB, use, exploit, disclose to third parties, or in any way make public any intellectual property owned by LAB, which may be communicated or acquired by the Customer in connection with the supply of products or services.

12.4 – The Customer is forbidden from making copies, for distribution to third parties (especially companies operating in the same economic-commercial sector as LAB or the Customer), of technical data sheets, product sheets, and product certificates, particularly those of RM/CRM blends, provided to the Customer along with the products themselves.

12.5 – Certificates of CRM mixtures bear the stamped name of the Customer’s legal entity, precisely to prevent third parties from making unauthorized copies for improper use. Each identified certificate is unique, and a copy (or only the identifying reference) is periodically communicated to the relevant Accreditation Body in compliance with the provisions of ISO 17034:2016 for monitoring and related audits during Audits at ISO 17025:2017 accredited Customers.

12.6 – LAB holds full and exclusive ownership of the following registered trademarks: LabStandard®, QuE-Lab®, QuPPe®, Ion-Lab®.

 

Article 13 – Confidentiality Clause.

13.1 – The parties undertake to make every reasonable effort to keep confidential all informations (oral and written) provided during the course of the relationship or in connection with it for a period of 5 years from the date of order acceptance for the supply of Products or Services.

13.2 – The obligation of confidentiality does not apply to information already in the public domain or accessible to the public, nor to information that must be disclosed to comply with applicable laws.

 

Article 14 – Sanctions Clause.

14.1 – The parties affirm and warrant that:

14.1.1 – The Products will be used solely for their own lawful and declared activities and not for any activity related to the proliferation of nuclear, chemical, or biological weapons or missile technology, or any other activity in violation of any applicable law, statute, rule, or regulation.

14.1.2 – None of the parties or their successors (affiliates, representatives, officers, employees, etc.) is a person subject to sanctions, has violated, or is violating any sanctions laws.

14.1.3 – None of the Parties shall directly or indirectly transfer or otherwise make available funds paid by the Parties to any other person, entity, country, state, or territory subject to sanctions in violation of applicable law.

14.2 – Each of the above statements and warranties shall be continuously upheld from the conclusion of the Sales Contract to the delivery of the Products or the date of each payment.

14.3 – The Parties have the right to terminate the contract immediately in the event that:

14.3.1 – One of the parties is in breach of the above-mentioned statements and warranties.

14.3.2 – One of the parties has reason to believe that the other party may or will violate such statements and warranties.

14.4 – The responsible or potentially responsible party for the reported violation shall indemnify the other party for any damages, losses, claims, penalties, costs, and related expenses, including legal fees and disbursements.

 

Article 15 – Applicable Law and Jurisdiction.

15.1 – Relationships governed by these General Terms and Conditions are subject to Italian law.

15.2 – The resolution of disputes related to relationships governed by these General Terms and Conditions falls under the jurisdiction of the place where the Seller is headquartered or domiciled.

 

Article 16 – Protection of Personal Data.

16.1 – Personal data will be processed solely to fulfill the sales contract, any other requests from the Customer, and any obligations imposed by applicable regulations. In accordance with Legislative Decree No. 196 of June 30, 2003 (“Code for the Protection of Personal Data”), the Customer has the right to access and rectify the personal data concerning them. To exercise this right, it will be sufficient to communicate it in writing to: labinstruments@pec.it.

 

Article 17 – COVID-19.

17.1 – The Parties acknowledge that, as of the date of this Contract, there is a global COVID-19 pandemic and agree that, notwithstanding anything to the contrary in the Contract and/or the Conditions, the following provisions apply.

17.2 – In the event that LAB is unable to perform, hindered, or delayed in the execution of any of its obligations (including but not limited to supply and delivery obligations) under the Sales Contract, due to reasons related to COVID-19 (including but not limited to reasons arising from illness or absence of workers, production difficulties, inventory difficulties, administrative or legal restrictions, controls, or other measures imposed or recommended by any public authority), LAB shall not be liable to the Customer for any losses, injuries, damages, claims, or expenses of any kind arising from such inability, hindrance, or delay, and LAB shall have the right to extend delivery times by a period equal to any delay.

17.3 – LAB shall promptly communicate to the Customer any difficulties, hindrances, or delays in the performance of its obligations. After such communication, the Parties shall, in good faith, discuss and attempt to reach an agreement to execute the Sales Contract in a manner acceptable to all parties.

Last update: 31/08/2023