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Terms and Conditions

Last updated: May 24th 2024

  1. General
    1. Airmid Health Group (hereinafter called ‘AHG’) may perform testing and other related services for persons or entities (private, public, or governmental) issuing instructions (hereinafter the ‘Client’). The Client engages AHG to perform chamber and laboratory testing services and other related consultancy services (“the Services”) and AHG provides the Services on terms and conditions set out hereunder (hereinafter called ‘the Terms’). The Terms apply to all work performed by AHG, unless specifically exempted in writing by an officer of AHG or except where they are at variance with the law of Ireland. 
  1. Contracting of Services
    1. AHG will provide a written proposal stipulating the type and scope of the services, the fee, and other relevant information, in response to a request for services by the Client (hereinafter called ‘the Proposal’). The Client must sign the Proposal in order for work to commence. The Client agrees that the Proposal, the Terms, the Client’s purchase order, and AHG’s agreement to perform the Services by issuing an invoice shall constitute the entire contract between the Client and AHG. The Client accepts the Terms in lieu of the Client’s terms and conditions on any orders placed with AHG.
  1. Quotation and Pricing
    1. Fees are set out in the Proposal, and the Client’s acceptance of the Proposal includes acceptance of the fees. Prices are calculated in each individual case on the basis of the specific order or project and the test methods used, and remain in effect for thirty (30) days following issue of quotation and are subject to change after that period. Shipping costs are the responsibility of the Client.   Where applicable, all prices quoted are to be understood as exclusive of value added tax. All applicable taxes shall be paid by the Client.
    2. AHG shall not be bound to this pricing for any subsequent testing, repeat testing, additions, and omissions to the test program or parts thereof. Pricing for materials and third party laboratory services purchased by AHG for use during the test program are subject to change as determined by the actual price paid by AHG.
    3. The Client representative requesting any testing quotation by AHG shall be considered an agent of the Client and authorized to request technical and/or cost changes of any nature to test procedures, specifications, or other Client documents. If AHG is required to submit a quotation without first receiving and reviewing applicable product specifications, including physical inspection, any pricing submitted shall be subject to change when such specifications are made available to AHG and/or following physical inspection.
  1. Payment
    1. Unless otherwise agreed, AHG’s invoices must be settled immediately upon receipt. Testing will not commence until payment is received in full.  AHG may at its discretion suspend or terminate the supply of any services if the client fails to make any payment when due; or otherwise defaults in any of its obligations under the Contract or any other document with AHG; or becomes insolvent, has a Liquidator, Receiver or the equivalent appointed of its business or is compulsorily or voluntarily wound up; or AHG bona fide believes that any of those events may occur and in case of termination may forfeit any sum or deposit paid.
    2. Payment due date is as per the invoice, and late payments will be subject to interest at 1.5% per month from the Due Date up to and including the date payment is actually received.
    3. The Client shall not be entitled to retain or defer payment of any sums due to AHG on account of any dispute, counter-claim or set-off which it may allege against AHG.
  1. Delivery of Services
    1. AHG will provide the Services using reasonable care and skill and in accordance with the Client’s specific instructions as confirmed in the Proposal. AHG shall perform the Services in accordance with industry accepted standards, methods and operating procedures, and AHG’s quality standards in effect at the time Services are rendered. AHG may use processes it has developed and may test to third party standards where agreed between AHG and the Client. New methods may be developed in cooperation with the client and used by mutual agreement. AHG reserves the right to deviate from standards, methods and procedures where this, in AHG’s sole discretion, is necessary or advisable based on current scientific literature and/or industry practice.
    2. AHG shall furnish all supervision, labour, facilities, equipment, materials, supplies and certifications necessary or desirable to perform its work. If the Client directs a manner of making tests or reports/documents that varies from standard or recommended procedures, the Client shall hold AHG harmless from all claims, damages, and expenses arising out of such direction.
    3. An estimated testing completion time will be provided upon order confirmation. This depends on the type and scope of the tests to be performed. AHG deals with orders as promptly as possible. Orders with advance payment may be dealt with prior to orders with payment outstanding.
    4. Unforeseeable personnel absences or equipment failures may necessitate a change to agreed delivery dates, and preclude any claims for compensation which may arise therefrom. AHG will notify the Client promptly of any such delays. AHG shall not be responsible for any non-performance or delay in work caused by the Client or Clients’ employees, agents, or contractors.
    5. AHG may consult external specialists or other laboratories or may delegate the performance of all or part of the Services to an agent or sub-contractor as required and in conformity mutatis mutandis with the duty to exercise due care. The Client authorises AHG to disclose all information necessary for such performance to the agent or sub-contractor. AHG undertakes that any such agent of sub-contractor will be subject to the same requirements in terms of confidentiality that apply in these Terms.
  1. Force Majeure
    1. Neither AHG nor the Client shall have any liability for non-performance caused in whole or in part by causes beyond their reasonable control. Such causes include, but are not limited to, unusual weather, fires, floods, earthquakes, civil unrest and war, acts of authorities, and delays or damage during shipments. In the event of any of these circumstances, AHG’s time for completion of the services shall be extended accordingly. Any such delays shall in no event excuse the Client from paying amounts owed for Services performed prior to the occurrence of the delay.
  1. Reports
    1. AHG shall provide to the Client a report containing the results of the tests or other assessment carried out as part of the Services (hereinafter called ‘the Report’). Reports issued further to the testing of samples relate to those samples only and do not express any opinion upon the lot from which the samples were drawn.
    2. Unless otherwise agreed by AHG in writing, the Client shall use Reports prepared by AHG for the Client only for the purposes disclosed to AHG at the time of contracting. Reports made by AHG may only be published in full and as agreed by AHG.
    3. AHG shall maintain records and supporting documents for work for a period of five years after completion of the Services.

 

  1. Ownership and Intellectual Property
    1. Know-how developed and established by AHG in connection with an assignment, can be used freely by AHG after completion of the Services. AHG retains sole ownership of any related intellectual property rights.  Where separately agreed the terms of a mutually agreed confidentiality agreement, non-disclosure or similar agreement shall apply, unless otherwise agreed.
    2. AHG shall be the owner of all records and supporting documents related to the delivery of Services; provided, however, document copies may be supplied to the Client upon requires. Costs, including labour costs, associated with supplying copies of records to the Client shall be paid by the Client.
    3. Unless otherwise agreed by AHG in writing, any and all analytical methods and procedures, QA/QC protocols, and equipment development by AHG for the performance of any work or service shall be retained by AHG and shall be AHG’s exclusive property. AHG shall be permitted to use results of testing carried out as part of the Services for its own research purposes, provided that the Client will not be identified or associated with any results unless the Client has provided permission in writing.
    4. Use of AHG’s corporate name or logo or registered marks in either commercial or marketing activities is not permitted without AHG’s prior written authorisation.
  1. Changes to the Services
    1. No instruction by the Client to change the Service shall be effective unless and until mutually agreed to by the parties in writing, including any changes to fees that results from such change. A request by the Client to change the Service shall be regarded at AHG’s discretion as an order to suspend work until agreement is reached on the effect of such change on the fees payable to AHG and other relevant issues raised by the change.
    2. If AHG is unable to perform all or part of the services for any cause whatsoever outside AHG’s control including failure by the Client to comply with any of its obligations above AHG shall nevertheless be entitled to payment of the amount of all non-refundable expenses incurred by AHG and a proportion of the agreed fee equal to the proportion of the services actually carried out.
    3. In the event any unforeseen problems or expenses arise in the course of carrying out the Service AHG shall endeavour to inform the Client and shall be entitled to charge additional fees to cover extra time and cost necessarily incurred to complete the services.
  1. Samples
    1. The Client will ensure that samples and sufficient information, instructions and documents are provided in due time to enable the Service to be provided. Delays in providing samples or other materials may necessitate a delay in commencement of the Service.
    2. Samples and any residue of the material tested will be stored for no more than one month after delivery of test results after which AHG will be at liberty to destroy same. If the Client wishes the residual material to be returned at Client’s expense after testing is concluded, this must be requested at the time of agreeing the Proposal.
    3. Due to the inherent risks associated with product testing and the difficulty determining the value of test items, AHG will not be liable for damages to, loss, or destruction of the Client’s property while in the possession of AHG. In the event that insurance coverage is required for any of the above conditions, it shall be the responsibility of the Client to obtain such coverage.
  1. Safety
    1. The Client shall provide AHG with all information required to enable AHG to perform the Services in a safe manner. All hazardous characteristics shall be clearly identified by submitting associated hazard documentation. AHG may refuse acceptance or revoke acceptance of samples if it determines they present a risk to health, safety or the environment. The Client shall promptly remove from AHG facilities at their expense any and all samples for which AHG revokes its acceptance.
  1. Liability
    1. AHG is neither an insurer nor a guarantor and disclaims all liability in such capacity. Clients seeking a guarantee against loss or damage should obtain appropriate insurance.
    2. Liability is confined to direct losses inflicted on the client through gross negligence or intent due to faulty test results. Liability is precluded for direct losses caused by slight negligence, and in general for losses which have not been caused by the test results, as well as for indirect losses and consequential losses including without limitation loss of profits, loss of business, loss of opportunity, loss of goodwill and cost of product recall.  AHG shall further have no liability for any loss, damage or expense arising from the claims of any third party (including, without limitation, product liability claims) that may be incurred by the Client. AHG will not accept any liability in cases where the client does not agree with testing results, or where the results differ from the client’s prior expectation. Any liability is limited to no more than 80% of the value of the Proposal.
  1. Suspension or termination of services
    1. AHG shall be entitled to immediately and without liability either suspend or terminate provision of the services in the event of failure by the Client to comply with any of its obligations hereunder and such failure is not remedied within 10 days that notice of such failure has been notified to the Client.
  1. Confidentiality
    1. As used hereinafter, ‘Confidential Information’ shall include the Client’s information and any information oral or written that a party may acquire from the other party pursuant to the Contract provided, however, that Confidential Information shall not include any information which is or hereafter becomes generally known to the public; was available to the receiving party on a non-confidential basis prior to the time of its disclosure by the disclosing party; or is disclosed by an independent third party with a right to make such disclosure. Unless required by law or as set out in these Terms, neither party shall disclose the other’s Confidential Information to any person or entity except as expressly provided for herein.
  1. Amendments to the Terms
    1. AHG retains the right to amend these Terms at any time. Clients that have active Services being provided in AHG will be notified of such amendments by circular letter, email or in another appropriate manner. In the absence of objections by the Client within one month, they will be deemed approved. Current Terms are available on the AHG website.
  1. Applicable law and jurisdiction
    1. All legal relations between the Client and AHG shall be governed by the laws of the Ireland.Any action brought hereon shall be heard in said jurisdiction. However, AHG is also authorized to assert its rights at the Client’s domicile or before any other body exercising jurisdiction.
  1. Miscellaneous
    1. If any one or more provisions of these Terms 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.
    2. During the course of providing the services and for a period of one year thereafter the Client shall not directly or indirectly entice, encourage or make any offer to AHG’s employees to leave their employment with AHG.

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