CLS Ros Muc General Terms and Conditions of Sale 

1. Area of Application

1.1 All Sales Orders accepted by Complete Laboratory Solutions; or any of its subsidiaries (collectively, “CLS”) will be governed by these General Terms and Conditions of Sales (the “Terms and Conditions”), including sales orders placed by telephone which have not been confirmed in writing and sales orders made by delivery of samples. A contract with these Terms and Conditions comes into being when an order that has been placed with CLS is accepted by CLS. An order placed with CLS is considered as accepted by CLS when (a) CLS proceeds to fulfil that order, without need for any written confirmation from CLS or (b) CLS accepts the order in writing.

1.2 These Terms and Conditions supersede and replace all prior verbal or written price quotations and agreements between the parties and, unless specifically indicated otherwise therein, take precedence over all conflicting or inconsistent provisions of subsequent written agreements between the parties. No officer (other than the CEO, CCO, CFO or Divisional Directors of CLS), employee, agent or subcontractor of CLS has the authority to alter or waive any of these Terms and Conditions or to make any representation which conflicts with or purports to override any of these Terms and Conditions; and no such alteration, waiver or representation shall be binding upon CLS, unless it is in writing and signed by a duly authorised officer of CLS.

1.3 These Terms and Conditions detail the conditions that specifically apply to the Services detailed within Quotations and the subsequent Sales Orders , unless otherwise stated within the Sales Order and shall be treated as an extension to the terms and conditions of the Contract.

1.4 Rates will be valid for acceptance for 30 days following the date of issue of a Quotation.

2. Placement of Order

2.1 A customer’s order will be valid only if it is sent by email, or other electronic message on letterhead of the customer or by using CLS-approved sample chain of custody forms or electronic order forms and the commercial aspects of the order which are not specifically set out in these Terms and Conditions (including price, estimated turnaround times and delivery date) must be agreed at the time of the sales order. The customer must confirm in writing sales orders given by telephone immediately after they are made and, in any event, will be deemed to have placed a sales order if the customer sends samples to CLS quoting the customer reference given to it by CLS. CLS is not obligated to start any analytical work unless the order is clear and it has been provided all required information.

If your finance department requires Purchase Orders you will need to provide us with a valid purchase order when placing a Sales Order. No work will be undertaken by CLS without a valid sales order / purchase order.

2.2 Unless specifically accepted in writing and signed by the CEO, CCO, CFO or Divisional Directors of CLS, any terms proposed or submitted by a customer at any time (including, but not limited to, terms or provisions in the customer’s purchase order, instructions or other document) which differ from these Terms and Conditions are rejected as a material alteration of these Terms and Conditions and shall be of no force or effect. Furthermore, special terms or conditions of prior sales orders which have been agreed by CLS in accordance with these Terms and Conditions, including special pricing, will not automatically apply to subsequent orders. Each sales order accepted by CLS will be treated as a separate contract between CLS and the customer.

2.3 CLS is entitled to charge management and administrative fees of up to €25.00 in connection with the request for additional services to an existing order. A request for additional services on samples that have entered the laboratory will be treated as a new order and may postpone estimated delivery date accordingly.

2.4 Any logistic / sampling service off-site of the laboratory must be paid in full, unless it has been cancelled or modified by the customer at least forty eight hours (48hrs / 2 working days) in advance for standard collection services, seventy two hours (72hrs / 3 working days) for special / dedicated collections, one hundred and twenty (120hrs / 5 working days) hours in advance for sampling services.

2.5 Where a customer decides to cancel a sampling service job more than 5 days before it is scheduled, and for which we have received either a sales order and or a purchase order, any reasonable costs incurred by CLS personnel and their agents, acting on the customers instruction, will be chargeable to the customer.

2.6 Emergency call out surcharges will apply to collection services required within a forty eight hour (48hour / 2 working days)) period of  placing a sales order and seventy two hours (72hrs/3 working days) in respect of sampling services

2.6 CLS are not responsible where environmental conditions or sample monitoring requirements set by the customer, outside the direct control or influence of CLS, cannot be met. Where monitoring is scheduled, agreed and attempted then the customer will be invoiced for all reasonable expenses.

3. Price and Terms of Payment

3.1 If the acknowledgment of an order does not state otherwise, CLS’ prices apply “ex works”, excluding packaging, which is charged separately. Any additional cost or disbursement (e.g. incurred by CLS in connection with the order) must be paid by the customer.

3.2. Prices are exclusive of all applicable taxes (including VAT) and are based on rates in force at the day of the remittance of the offer to the customer. Applicable taxes are those in force at the date of invoicing. Prices quoted do not include collection unless specifically stated. Any repeat analysis requested by the customer to query results must be paid in full by the customer if the results are as they were on the first occasion. Any positive confirmations for microbiological samples requiring further analysis will also be chargeable to the customer

3.3 Unless specifically agreed otherwise by CLS in its acceptance of an order, payment of all invoices is due strictly within 30 days of the invoice date. Any dispute about invoices must be raised in writing within 30 days of the invoice date. The challenge of an analytical result will not entitle a customer to defer payment. Any invoice which remains outstanding after due date, may be additionally charged with an administration fee of up to €50.00 in respect of CLS’ costs in dealing with such outstanding payment, and also may carry interest at the rate of one percent (1%) compound per month or the maximum interest rate permitted by applicable law, whichever is lower.

3.4 For all new customers:

  1. An upfront payment must be received before any sample collection(s) or analysis will take place
  2. Payment in full will be due prior to the issuing of results or report. All new customers must complete a credit application form.
  3. Following receipt of satisfactory credit references a credit account may be opened for future projects/samples.
  4. Any customer with payment outstanding for greater than 60 days will be placed on hold and no results will be issued until payment is cleared.

3.5 CLS is entitled to require payment of up to 100% of the quoted order price as a condition of acceptance.

3.6 Invoices are subject to a minimum invoice charge of €150.00 excluding VAT or other applicable taxes. CLS has the right to charge an administrative fee of up to €50.00 to re-issue an invoice.

3.7 The payment method is bank transfer or direct debit. Any other method of payment must receive prior agreement from CLS. The customer undertakes to provide bank account details where relevant.

3.8 CLS is entitled without prior notice to increase the price stated to take account of any changes in specification made at the request of the Customer or any alteration before the date of performance in the cost to CLS of supplying the goods or services.

4. Duties of Customer in Delivering Samples or Materials

4.1 All samples must be received with a fully completed chain of custody and a valid Sales Order / Purchase Order number. CLS require samples to be received with sufficient time allowed so that sample logging and test preparation steps can be completed before the testing is required to start.

4.3 The samples or materials must be in a condition that makes the preparation of reports/analyses or the production of ordered products possible without difficulty. CLS is entitled to conduct an initial inspection of the samples or materials to check their condition before processing the samples, drawing up a report or using them in production. The customer shall bear the costs of this initial inspection, if the samples or materials do not comply with the requirements described in this clause

4.4. If the result of the initial examination is that an analysis or production is impossible or is possible only under more difficult conditions than originally anticipated – for example, because the samples or materials have been interspersed with foreign materials or substances that were not reported by the customer or are degraded – CLS shall be entitled to terminate or interrupt the order and the customer shall bear costs incurred by CLS to that point.

4.5 The customer must ensure, and hereby warrants, that no sample poses any danger, including on its site, during transportation, in the laboratory or otherwise to CLS premises, instruments, personnel or representatives. It is the customer’s responsibility to ensure compliance with hazardous waste regulations, including regarding information, labelling, transportation and disposal and to inform CLS personnel or representatives about sample health and safety concerns, including any known or suspected toxic or other contaminant that may be present in the sample and its likely level of contamination as well as the risks to CLS premises, instruments, personnel and representatives related to the contamination. The customer shall be responsible for, and indemnifies CLS against, all costs, damages, liabilities and injuries that may be caused to or incurred by CLS or its personnel or representatives including on the sampling site, during the transportation or in the laboratory by the customer’s sample or by sampling site conditions. The customer shall bear all extraordinary costs for adequate disposal of hazardous waste resulting from the sample, whether or not described as hazardous waste. At CLS’ request, the customer must provide CLS with the exact composition of the samples.

4.7 It is the customer’s responsibility to ensure they collect a sufficient volume of sample in an appropriate container and that it is delivered to our laboratory on time. CLS can provide appropriate containers free of charge and provide advice on the volume or weight of sample required. If a sufficient volume of sample is not provided it may not be possible to carry out all of the requested analysis.

5. Property Rights on Sample Material and Sample Storage

5.1 All samples become the property of CLS to the extent necessary for the performance of the order. Unless the customer pays for storage, CLS shall have no obligation or liability for samples sent to CLS for storage, including samples requiring refrigeration. If the customer pays for storage, CLS will take commercially reasonable steps to store the samples, according to professional practice.

5.2 CLS can dispose of or destroy samples  10 days after the certificate of analysis has been issued or 30 days after analysis has been performed (whichever is the lesser), unless CLS and the customer have agreed in writing on the terms of CLS’ retention of the sample. CLS also can dispose of or destroy the samples after the agreed upon retention period, without further notice and at customer’s cost, should an extra cost for CLS arise to comply with any regulation (for example, with respect to disposal of hazardous waste). If the customer requests the return of unneeded sample material, CLS will return them to the customer, at the customer’s cost and risk.

5.3 7 CLS is entitled to charge sample disposal fees for all samples hazardous and non-hazardous in keeping with the polluter pays principle enshrined under European law, transposed into Irish Statute in the European Union (Waste Directive) Regulations 2020

6. Delivery Dates, Turnaround Time

6.1 Delivery dates and turnaround times are estimates and do not constitute a commitment by CLS. Nevertheless, CLS shall make commercially reasonable efforts to meet its estimated deadlines. CLS shall not be liable in any way in respect of late completion of the services howsoever caused, nor shall late completion be deemed to be a breach of contract.

6.2 Turnaround time is calculated from receipt at the laboratory, with the date of arrival being day 0.

6.3 Standard turnaround times for food and water samples are generally 10 working days and for soil samples 15 working days – prices quoted are standard turnaround times. Faster turnaround (TAT) times may be available on request and must be agreed in advance by CLS. Faster TAT will attract a surcharge as follows:

  1. For turnaround in 5 working days – A surcharge of 50% will apply
  2. For turnaround in 4 working days – A surcharge of 60% will apply
  3. For turnaround in 3 working days – A surcharge of 70% will apply
  4. For turnaround in 2 working days – A surcharge of 80% will apply
  5. For turnaround in 1 working day – A surcharge of 100% will apply
  6. Subcontracted Analysis may exceed our standard turnaround.

6.4 In rare circumstances, turnaround time may be affected by unforeseen issues such as equipment failure. CLS will always endeavour to rectify issues as soon as possible and if there is going to be a significant impact on the turnaround time then you will be advised of this. In the event of significant equipment failure CLS may subcontract out certain tests or samples to a CLS approved laboratory of equivalent standing

6.5 Results are generally sent by email or via other electronic means, to the attention of the persons indicated by the customer in the sales order, promptly after the analysis is completed.

6.6 CLS standard reporting format is PDF sample certificate via email. CLS may by exception discuss other client specific formats requested by customers. CLS reserve the right to implement charges for non-standard reporting formats; a decision will be made on a case-by-case basis depending on complexity.

7. Transfer of Property

7.1 Title in any analysis results, products, equipment, software or similar supplied by CLS to the customer will remain with CLS until all invoices in respect thereof have been paid by the customer in full, and until such full payment, the customer shall have no property rights or other rights to use them. In addition, even if CLS has accepted and begun to fulfil an order, CLS has the right at any time stop processing that order and to stop doing any work for a customer if that customer is late in paying any amount due to CLS, whether for that or any other order.

7.2 Even after payment in full by the customer, CLS shall retain the right to store, use and publish all analysis results in an anonymous form which does not identify the customer.

8. Limited Warranties and Responsibilities

8.1 Orders are handled in the conditions available to CLS in accordance with the current state of technology and methods developed and generally applied by CLS and the results may not always be 100% exact and/ or relevant. Analyses, interpretations, assessments, consulting work and conclusions are prepared with a commercially reasonable degree of care but CLS cannot guarantee that these will always be correct or absolute. This limited warranty expires six months after the delivery date of the samples, if the acknowledgement of the order does not specifically state otherwise. In all cases, the customer must independently verify the validity of any results, interpretations, assessments and conclusions supplied by CLS, if it wishes to rely on the same in respect of matters of importance and shall do so at its own risk.

8.2 Each analytical report relates exclusively to the sample analysed by CLS. If CLS has not expressly been mandated and paid for the definition of the sampling plan (including which samples of which raw materials and finished products and at which frequency should be analysed) and the definition of the precise range of analysis to be performed or if the customer has not followed CLS recommendations, CLS shall not bear any responsibility if the sampling plan and/or the range of analysis to be performed prove to be insufficient or inappropriate.

8.3 The customer is responsible for the proper delivery of samples sent to CLS for examination/analyses or materials sent for production. Unless otherwise specifically agreed in writing by CLS, CLS accepts no responsibility for any loss or damage, which may occur to any sample in transit or to any facility or site where logistics services are being delivered. The customer will at all times be liable for the security, packaging and insurance of the sample from its dispatch until it is delivered to the offices or the laboratories of CLS. CLS will use commercially reasonable care in handling and storing samples, but CLS shall not be held responsible for any loss or destruction of samples even after their receipt at its laboratories.

8.4 The customer warrants and represents to CLS that all samples sent to CLS for analysis are safe and in a stable condition and undertakes to indemnify CLS for any losses, injuries, claims and costs which CLS, or its personnel, may suffer as a result of any sample not being in a safe or stable condition, notwithstanding that the customer may have given an indication on the sample or any order form of any perceived problem with the sample. The customer must always inform CLS in writing prior to shipment and label the packaging, samples and/ or containers appropriately, if the samples are dangerous or otherwise of a hazardous nature.

8.5 Unless explicitly agreed in writing by all parties, the contractual relationship shall be between exclusively the customer and CLS. There shall be no third party beneficiary or collateral warranty relating to any order and the customer shall indemnify and hold CLS harmless from and against any and all third party claims in any way relating to the customer or to the order by the customer.

8.6 Where CLS supplies any software to the customer, the customer shall use such software in accordance with the applicable licence terms, instructions and manuals.

9 Limitation of Liability

9.1 Except to the extent that such limitations are not permitted or void under Irish law and subject at all times to clause 9.2: (a) CLS (together with its workers, office clerks, employees, representatives, managers, officers, directors, agents and consultants and all CLS partners and affiliates, the “CLS Indemnifying Parties”) shall be liable only for the proven direct and immediate damage caused by the CLS Indemnifying Party’s breach of its obligations under these Terms and Conditions in connection with the performance of an order and then, only if CLS has received written notice thereof not later than six (6) months after the date of the customer’s knowledge of the relevant claim (unless any longer period is prescribed under applicable law and cannot be contractually limited), and (b) in all cases (whether arising under contract, tort, negligence, strict liability, through indemnification or otherwise), the CLS Indemnifying Parties’ liability per claim or series of related claims, and the customer’s exclusive remedy, with respect to CLS’ services which fall under these Terms and Conditions, shall be limited to the lesser of: (i) the direct and immediate loss or damage caused by the CLS Indemnifying Party’s breach of its obligations under these Terms and Conditions in connection with the performance of the order and (ii) ten times the amount CLS actually received from the customer in relation to the order up to fifty thousand pounds sterling (€50,000).

9.2 The CLS Indemnifying Parties shall not be liable for any loss of business profits, goodwill or business opportunities (whether direct or indirect) or for any indirect or consequential loss or damage incurred by the customer or by any third party. However, the CLS Indemnifying Parties only exclude and limit their liability as permitted by applicable law and for the avoidance of doubt the CLS Indemnifying Parties do not exclude or limit their liability for death or personal injury caused by their proven negligence, or for breach of implied terms under any applicable statute regarding CLS’ right to transfer good title (subject at all times to clause 7).

9.3 It is a condition of CLS’ acceptance of an order that the customer indemnifies CLS for any losses, injuries, claims and costs which CLS may suffer as a result of arising from or in any way connected with its role under or services or products or software provided pursuant to these Terms and Conditions, except to the extent that the CLS Indemnifying Parties are required to bear them according to these Terms and Conditions, and by placing an order the customer agrees to provide that indemnification.

9.4 Any representation or statement by any CLS Indemnifying Party as to the potential applications benefits or uses of the analysis contained in the analytical reports provided by CLS to the customer, are given in good faith but the customer hereby acknowledges to CLS that prior to placement of the customer’s order that the customer has satisfied itself as to the accuracy or otherwise of the representation or statement by the CLS Indemnifying Parties and that the customer no longer relies upon same.

10. Repeated Analysis

Objections to test results can be made within  ten (10) days after the customer receives the results. However, unless it would appear that the results of the repeated analysis do not match those of the first one, the customer shall bear the costs of the repeat testing or review. Furthermore, a repeated analysis will be possible only if CLS has a sufficient amount of the original sample on hand when it receives the customer’s objection. Otherwise, the customer will be required to pay all costs, including sampling, transportation, analytical and disposal costs for the repeat analysis.

11. Force Majeure

CLS cannot be held liable for delays, errors, damages or other problems caused by events or circumstances which are unforeseen or beyond CLS’ reasonable control, or which result from compliance with governmental requests, laws and regulations.

12. Confidentiality & Processing of Customer Data

12.1 CLS shall be entitled to save and process personal or commercial data received from the customer in any way, no matter whether such data stem from the customer directly or from a third party and shall use commercially reasonable efforts to keep such data confidential, in compliance with applicable law.

12.2 CLS shall use commercially reasonable efforts to keep all analysis results and service reports confidential, subject to CLS’ rights set forth in clause 7.2 and the right to use them in order to demonstrate its entitlement to payment for services rendered.

12.3 Analysis results are prepared and supplied exclusively for the use of the customer and should not be divulged to a third party for any purposes without the prior written agreement of CLS. In addition, the customer is required to maintain secrecy concerning all services provided by CLS and their results as well as the composition of products and software delivered by CLS. Analysis results are not to be publicly disclosed or exploited without the prior written consent of CLS. Even if such written consent is given by CLS, the customer (a) remains responsible for any consequences due to the divulgence of such results to a third party and any reliance of such third party on such results and (b) hereby agrees to indemnify the CLS Indemnifying Parties against any liability which the CLS Indemnifying Parties may incur as a result of such divulgence or any such third party reliance.

13. Disclaimer and Miscellaneous


13.2 These Terms and Conditions may be modified in writing from time to time by CLS and orders will be governed by the most recent version of these Terms and Conditions that is in effect at the time CLS accepts the order.

13.3 Should a court waive, limit or hold to be invalid, illegal or unenforceable any part of these Terms and Conditions, all other parts shall still apply to the greatest extent possible.

13.4 Failure by either CLS or the customer to exercise the rights under these Terms and Conditions shall not constitute a waiver or forfeiture of such rights.

13.5 Except as expressly set out in these Terms and Conditions, a person who is not a party to this contract shall not have any rights under or in connection with it.

14. Governing Law/Jurisdiction

14.1 The construction, validity and performance of these Terms and Conditions and any contract which incorporates these Terms and Conditions shall be governed by the laws and the commercial courts of Republic of Ireland which shall have exclusive jurisdiction and are agreed by the customer and CLS at the office of CLS at Ros Muc, Co. Galway, Ireland, H91 YK81