These Terms and Conditions (“T&C”), along with any other relevant proposal, fee quote, or associated documentation signed with you hereinafter (the “Client”), serve to govern all services that are offered and provided by QuantiLAB, a company located at Socota Phoenicia, Sayed Hossen Street, Phoenix, 73408, Mauritius, identified herein as “QuantiLAB”, responsible for the invoicing procedures related to your services provision.

Unless there is a written agreement or they conflict with the regulations for services provided to governments, government agencies, or public entities, or the mandatory laws of the local jurisdiction, all offers and services provided by QuantiLAB will be subject to these T&C.

By giving your acceptance to our provision of services, you are thereby confirming your understanding and agreement to comply with all stipulations, guidelines, and responsibilities detailed within this document.

1. SERVICES PROVISION

1.1. Services. QuantiLAB will provide services as detailed on relevant proposal, fee quote, or associated documentation (the “Proposal”) using reasonable care and skill and in accordance with these T&C. QuantiLAB services (hereinafter singularly and collectively referred to as the “Services“) including but not limited to:

• Testing
• Inspection
• Certification

1.2. Subcontracting. QuantiLAB may delegate the performance of the Services, either fully or partially, to an accredited laboratory or subcontractor in case of force majeure. The Client expressly authorizes QuantiLAB to reveal any relevant information to the designated laboratory or subcontractor for the purpose of completing the Services.

1.3. Samples. QuantiLAB offers the service of sampling and sample collection. Sampling and collection charges shall be found under Fees in this T&C. Samples shall be retained in accordance with contractual agreement and may vary from one (1) week or a maximum of three (3) months or other shorter period subject to the nature of the sample. Once the applicable report is delivered to the client, QuantiLAB shall cease to have any responsibility for such samples. Any extension of the storage time shall incur a storage charge payable by Client. Client may incur handling, and special disposal charges regarding the samples. QuantiLAB reserves the right to refuse the storage of samples at its own discretion.

1.4. Reports. The information provided in QuantiLAB’s reports is based on the findings of our inspection and testing methods, as directed by the Client. Our evaluation of these results considers technical standards, trade customs, and other relevant factors, as determined by our professional judgment.

QuantiLAB’s reports reflect the information available during the time of intervention only and within the limits of the instructions received. QuantiLAB is not required to address facts or situations not covered by the given instructions. Our reports are based on results of inspection and testing procedures and are performed in accordance with contractual agreement and instructions received from the Client. The report of findings exclusively provides opinions on those samples and inspection performed, and do not reflect views on the entire batch these samples were taken from.

1.5. Certification. On completion of an assessment program on the certification services provision, our QIMA Group Affiliate, including but not limited to WQS LLC will issue a report. Any recommendation given in a report is not binding on the applicable certification body and the decision to issue a certificate is at the sole discretion of the certification body. Certification, suspension, withdrawal or cancellation of a certificate shall be in accordance with the applicable codes of practice. Such codes of practice may be amendment by the certification body from time to time.

1.5.1. QIMA Group Affiliate shall mean any other company that, directly or indirectly, through one or more intermediaries, is controlling or is controlled by or under the common control with QuantiLAB. For the purposes of this definition, “control” when used with respect to any entity means the power to direct the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

2. FEES

2.1. Fees. For the Service Provision, the Client shall pay the fees to QuantiLAB in accordance with this T&C and as detailed under the applicable Proposal. All payments due under this T&C and its corresponding Proposal shall be payable within thirty (30) days from the invoicing date, unless otherwise specified. In the event of late payment, a 2% interest rate above the prevailing bank rate shall be charged on all outstanding balances.

2.2. Payment. The Client shall pay all invoices, by (i) bank transfer to the QuantiLAB’s bank account described in the Proposal, net of all bank fees and charges as well as any exchange rate impacts (if any); (ii) cheque issued in the name of QuantiLAB and deliver it to the designated address stated in the Proposal; or (iii) cash.

In the event that the Client chooses to make payment in cash, the Client acknowledges and agrees that QuantiLAB shall not be held liable for any loss or damage that may occur during the transportation or handling of cash payments. The Client further acknowledges and agrees that QuantiLAB shall not be responsible for verifying the authenticity or validity of any cash payment made by the Client. It is the sole responsibility of the Client to ensure the accuracy of the payment amount and to obtain a valid receipt for any cash payments made to QuantiLAB.

2.3. Taxes. All amounts stated in the Proposal, unless the context requires otherwise, stated exclusive of any applicable value added taxes, or any other governmental taxes, fees or levies, which will be added to those amounts payable by the Client to QuantiLAB.

2.4. Recovery of Unpaid Amounts. If an attorney is retained for the purpose of recovering any outstanding amounts, the Client shall be responsible for all associated legal expenses. QuantiLAB reserves the right to terminate the Service provision to any Client who fails to make timely payments for invoices issued by QuantiLAB as per the designated timeframe specified in the terms and conditions.

2.5. Prevention from performing. In the event that QuantiLAB is being prevented from performing or completing in full requested Services, for any reason beyond its control, such as but not limited to, wrong information given by Client or factory (e.g. goods not ready for inspection despite information given by factory), the Client agrees to:

(i) reimburse any spending, and out of pocket expenses made or incurred in relation to these Services;

(ii) pay proportion of fees due for Services rendered and to release QuantiLAB from all responsibility for partial or non-performance of the Services.

2.6. Prices. All the QuantiLAB prices may be adjusted at any time, including adjustments to reflect the inflation. To that effect, QuantiLAB shall serve to the Client a thirty (30) days’ notice, that shall present the new prices, as well as the effective date by which the new prices will be applicable.

2.7. No offset. The Client shall under no circumstance, expect with QuantiLAB prior written consent, deduct from any payments due to QuantiLAB, any discounts, monetary claims, or settlements.

3. CLIENT’S OBLIGATIONS

3.1. The Client shall:

(i) ensure that sufficient information, instructions and documents are given to QuantiLAB in due time to enable the required services to be performed.

(ii) secure necessary access for QuantiLAB’s representatives and employees to the premises where Services will be performed and eliminate or remedy any obstacles or interruptions in service performance.

(iii) If necessary, supply special and safety equipment and personnel for service performance by QuantiLAB’s representatives.

(iv) inform QuantiLAB beforehand if there are any known hazards or risks associated with the order, samples, or testing. This includes, but is not limited to, the presence or potential of radiation, toxic substances, explosive materials or poisons.

4. TERMINATION

4.1. Unless otherwise provided by law, QuantiLAB shall be entitled to automatically either terminate and/or suspend provision of Services in the event that:

(i) The Client commits any material breach of its obligations under these T&C, and it fails to remediate such breach within ten (10) days of receipt of QuantiLAB’s notification.

(ii) The Client is insolvent, unable to pay for the Services, or in case of arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by Client.

5. LIABILITY

5.1. QuantiLAB is neither an insurer nor guarantor and disclaims all liability in such capacity. Clients seeking a guarantee against loss or damage should obtain appropriate insurance.

5.2. The Client shall hold QuantiLAB harmless, insofar as this is permitted by law, in the respect of liability towards one or several third parties arising from and/or relating to the performance of the contract, irrespective of whether the damage was caused or done by QuantiLAB or persons whose services we used by QuantiLAB or auxiliary material or services or goods delivered.

5.3. Neither QuantiLAB nor any of its employees, agents or sub-contractors shall be liable to the Client nor any third party for any actions taken or not taken on the basis of reports of findings nor for any incorrect results arising from unclear, erroneous, incomplete, misleading or false information provided to QuantiLAB.

5.4. QuantiLAB shall have no liability for any indirect or consequential loss including without limitation loss of profits, loss of business, loss of opportunity, loss of goodwill and cost of product recall. It shall further have no liability for any loss, damage or expenses arising from the claims of any third party (including, without limitation, product liability claims) that may be incurred by the Client.

5.5. In the event of QuantiLAB’s being held liable in respect to any claim of loss, damage or expense of whatsoever nature and however arising, its liability to the Client shall in no circumstances exceed five (5) times the total aggregate sum of fees paid for the specific single service for which a claim is made or a maximum USD 10,000, whichever is the lesser.

6. FORCE MAJEURE

6.1. For this T&C purposes, Force Majeure shall mean an unforeseen event beyond the reasonable control of any of the parties to this agreement, including but not limited to fires, strikes (including those of the Parties’ employees), mobilizations, insurrection or riots, embargoes, wars and revolutions, disease breakouts, natural disasters, Acts of God, decisions and regulations of any civil or military authority and any other events already recognized under the laws of the Republic of Mauritius as an event of Force Majeure.

6.2. Neither party hereto shall be liable for any breach or delayed performance of its obligations hereunder resulting from an event of Force Majeure where the breaching party could not reasonably prevent or cater for the breach at a reasonable cost.

6.3. The party relying on Force Majeure exception shall be under a continuing duty to mitigate the consequences of the event of Force Majeure.

6.4. Each of the parties hereto agrees to give written notice forthwith to the other upon becoming aware of an event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the event of Force Majeure, including the time of occurrence of the event of Force Majeure and its probable duration.

6.5. Upon the termination of the event of Force Majeure, the party relying on the Force Majeure exception shall be under a duty to give written notice to the other party of the moment of cessation of the event of Force Majeure.

7. CONFIDENTIALITY

7.1. The term “Confidential Information” refers to the Client Information and any information, whether oral or written, that is obtained by either party under the Contract. It does not include any information that:

• is already known to the public.
•  was already in possession of the receiving party before its disclosure, or
•  is disclosed by a third party with the right to do so.

7.2. Except if required by the law, both parties shall use the Confidential Information solely for the purpose of fulfilling their obligations under this agreement and shall not disclose, disseminate, or use the Confidential Information for any other purpose without the prior written consent of the disclosing party.

7.3. Use of the QuantiLAB’s or any company on the QuantiLAB’s group, corporate name or registered marks for advertising purposes is not permitted without the Company’s prior written authorization.

8. MISCELLANEOUS

8.1. Intellectual Property. The Client acknowledges and agrees that all intellectual property rights, including but not limited to copyrights, trademarks, and patents, associated with the Services provided by QuantiLAB shall remain the sole property of QuantiLAB. The Client shall not acquire any rights or licenses in respect to the intellectual property of QuantiLAB, unless otherwise agreed upon in writing by both parties.

8.2. Entire Agreement. These T&C, along with any relevant proposal, fee quote, or associated documentation, constitute the entire agreement between the Parties and supersede all prior discussions, negotiations, and understandings, whether oral or written.

8.3. Severability. If any provision of these T&C is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

8.4. Waiver. The failure of either party to enforce any provision of these Terms and Conditions shall not be deemed a waiver of future enforcement of that or any other provision.

8.5. Governing Law. These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Mauritius, without regard to its conflict of laws principles.

8.6. Jurisdiction. Any legal action or proceeding arising out of or relating to these Terms and Conditions shall be brought in the courts of the Republic of Mauritius, and the parties hereby submit to the exclusive jurisdiction of such courts.