Instrument service programme

1.1. “Instrument” means the instrument and software necessary to run the instrument on which LGC shall provide the Instrument Services;

1.2. “Instrument Services” means the repair and maintenance services provided by LGC for the Instrument, but excluding any consumables such as supplies, wear parts, customer maintainable components, accessory products that were not part of the shipped equipment, used or refurbished equipment that was not sold, inspected, and approved by LGC;

1.3. “Liability” means any and all liability (including liability for the acts or omissions of Personnel): (a) for any breach of the Contract; (b) for any misrepresentation, misstatement, or tortious act or omission, including without limitation, negligence arising under or in connection with the Contract; (c) for any breach of statutory duty; and/or (d) otherwise arising in connection with the performance or contemplated performance of the Contract (including under indemnification provisions (if any));

1.4. These terms and conditions apply to the Instrument Services provided by LGC to the Customer, unless other terms and conditions are expressly accepted by LGC by a specific written amendment hereto.

1.5. These terms and conditions, together with the quotation provided by LGC, creates the contract between LGC and Customer with respect to Customer’s purchase, and LGC’s supply, of the Instrument Services (the “Contract”). All other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order) are expressly excluded from the Contract.

1.6. For any Instrument that is not under warranty or an existing Instrument Service contract with LGC, LGC reserves the right, at its discretion, to inspect (at Customer’s cost) the Instrument(s) for any existing defects prior to accepting any orders for a service contract from the Customer. The cost of repair of any existing defects is not included in the price of the Contract.

2.1. LGC warrants that the Instrument Services provided will be in accordance with generally accepted standards prevailing in the Instrument Service industry. Customer must make any claim for breach of this warranty within thirty (30) days of the date the Instrument Services were performed and prior to any unauthorised repair, change or modification has been made to any part of the Instrument.

2.2. Except where expressly accepted in these terms and conditions, all warranties (including without limitation any implied warranties of satisfactory quality, merchantability or fitness for a particular purpose), conditions, representations, rights, obligations, liabilities and other terms whether express or implied by statute or common law in connection with the Instrument Services (including without limitation any relating to performance, care and skill or compliance with representations) are, to the fullest extent permitted by law, excluded from the Contract.

2.3. During the term of this agreement, LGC will respond to all service cases related to your Instruments that are submitted through our web portal or by directly calling our service line. We shall use all reasonable commercial endeavours to provide an initial response to your submission within the response times as referenced in Appendix A

2.4. Issues, questions, or error reports that are not submitted through our web portal or phoned through our service line may result in delayed response times.

2.5. LGC will work with the Customer to undertake commercially reasonable efforts to repair or replace, at LGC’s election, an Instrument that is not operating according to manufacturer’s specifications

2.6. All service cases submitted via the customer portal or through our service line will be investigated. If LGC determines that the service case is covered under this Agreement, we will begin tracking the case through our customer portal. Cases shall be assigned priority level according to the following definitions

2.7. Instrument Services do not cover replacement of parts or repairs for defects and damage resulting from:

2.8. Any computer hardware is only covered if purchased directly from LGC. Failure of, damage to, or damage resulting from the use of a computer not supplied by LGC is not covered by the Instrument Services.

2.9. For any Customers on a twelve (12) month or longer service contract, LGC shall replace a maximum of one (1) x 96/384 head for each Instrument in each twelve (12) month term of the service contract at no additional cost to the Customer, if necessary, as determined by LGC personnel. LGC reserves the right to charge Customers for any 96/384 heads which are damaged due to use outside of recommended parameters or additional heads which may require replacement during this period.

2.10. LGC reserves the right to use refurbished or reconditioned parts to effect the repair of an Instrument. All hardware parts removed for replacement shall become the property of LGC. Parts such as 96/384 heads, or parts requested for return, must be returned to LGC within thirty (30) days of receipt of the new part otherwise the full value of the part will be billed.

2.11. To the maximum extent permitted by law, LGC’s total aggregate Liability shall be limited to whichever is the lower of: (i) the value of Instrument Services; or (ii) $500,000 (five hundred thousand dollars); and the Customer shall have a duty to mitigate any loss suffered by it. Nothing in these terms and conditions excludes or limits the liability of LGC for death or personal injury caused by LGC's negligence, fraud or fraudulent misrepresentation, or to the extent prohibited by law.

2.12. LGC shall have no Liability for loss of profit, loss of business or revenue, loss of data or business, loss of anticipated savings, depletion of goodwill, any third party claims, or any indirect or consequential loss or damage, which arises out of or in connection with any Contract.

3.1. Customer will fully cooperate with LGC at all times to allow LGC personnel the ability to provide service support under this agreement. Such cooperation includes, but is not limited to:

3.2. In some cases, remote diagnostics will be recommended to be employed. If the Customer agrees to the user of remote diagnostics, the Customer will:

3.3. Customer will provide LGC with the name(s), position(s), and contact information (including email and telephone) of the properly trained individual(s) who will serve as the Customer’s primary Instrument operators(s). In the event a primary operator no longer resides in that role, the Customer is responsible to inform LGC of the change and provide new contact information as applicable.

3.4. LGC shall use commercially reasonable efforts to respond to Customer’s requests for Instrument Services within the timeframes specified in Appendix A. Assessment for an on-site service visit shall be based upon internal review and urgency of the Customer.

4.1. Customer shall ensure that all Instruments are fully decontaminated and free of any radioactive, biological, toxic or other dangerous materials or substances. LGC reserves the right to request a copy of an accurate and completed certificate of decontamination before performing any Instrument Services.

4.2. LGC reserves the right at its absolute discretion to refuse to perform the Instrument Services in any location which LGC reasonable deems unsafe for any personnel to perform the Instrument Services.

4.3. Service will not be performed within a lab with Biosafety Level rating of 3 or 4. Instruments within those lab environments must be fully decontaminated and transported to a location where service engineers may work free of PPE.

5.1. Unless expressly stated otherwise, all Prices are inclusive of parts, labour and travel but exclusive of taxes (including VAT) and duties, which shall be charged at the rate and in the manner prescribed by law from time to time.

5.2. Any quotations for Instrument Services outside the scope of a service contract are an estimate only based on information provided to LGC. LGC reserves the right to amend the final price payable by the Customer to take account of any variations in Instrument Services, or additional parts, travel or labour costs as a result of actual work performed, or additional information from or a request in writing by the Customer.

6.1. Unless otherwise stated in the quotation, payment shall be made by the Customer within thirty (30) days of the date of LGC’s invoice, without any deduction or offset.

6.2. Payment is made when monies are credited to LGC’s account. Negotiable instruments or promises to pay do not constitute payment.

6.3. The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

6.4. LGC reserves the right to charge Customer, in addition to other amounts payable hereunder, any costs reasonably incurred by LGC (including without limitation, legal costs and fees of debt collection agencies) in recovering any amounts due to LGC from the Customer pursuant to the Contract.

6.5. LGC may appropriate sums received from the Customer against any debt due to LGC from the Customer (under this or any other Contract), irrespective of any purported appropriation by the Customer.

6.6. If the Customer fails to pay LGC any sum due pursuant to the Contract then, without limiting any other right or remedy available to LGC:

Both parties shall use reasonable endeavours to keep confidential for a period of five (5) years from the date of the Contract any confidential information (oral or written) provided or disclosed by or on behalf of the other. This clause shall not apply to any information which at the time of disclosure is (or subsequently becomes) published or generally available to the public (other than as a breach of the receiving party’s obligation under this clause), which at the time of disclosure was already in the possession of the receiving party (other than under an obligation to the disclosing party), which subsequently legally comes into their possession from another source, which was independently developed, or which is required to be disclosed in order to comply with a legal requirement.

8.1. If the Customer cancels, extends or delays (or purports to cancel) the Contract or part thereof, or fails to accept supply of the Instrument Services at the time agreed or if no time is agreed within a reasonable time, then the Customer shall be liable for (without prejudice to any other rights of LGC) and shall indemnify and keep indemnified LGC against any resulting loss, damage or expense or additional costs incurred by LGC in connection with the supply or non-supply of the Instrument Services including without limitation the cost of any services, material, plant or tools used or intended to be used therefor and the cost of labour and other overheads, including a percentage in respect of profit.

8.2. Unless otherwise agreed in writing between LGC and the Customer, no refund of any unexpired period will be made by LGC if the Customer elects to cancel the Contract prior to the expiry of the Term.

9.1. LGC may terminate the Contract forthwith by notice in writing if the Customer is in material breach of the Contract and, where such breach is remediable, the Customer fails to remedy the same within 30 (thirty) days of the receipt of a written request from LGC to do so.

9.2. Each party has the right to terminate the Contract at its discretion if the other party: (a) is unable to pay its debts; (b) is insolvent; (c) enters any form of bankruptcy, either compulsorily or voluntarily; (d) is subject to a receiver or other third party (including without limitation a garnishor, chargor or bailiff) being appointed over or taking or attempting to take possession of any the party's assets; (e) takes or suffers any steps that could lead to the appointment of any insolvency office holder; or (f) undergoes any analogous occurrence under foreign law.

9.3. The termination of the Contract shall be without prejudice to the rights and duties of either party accrued prior to termination. The clauses in the Contract which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination. The Customer shall pay the Price in respect of any Instrument Services (or part thereof) supplied prior to termination, regardless of the reason for termination.

If LGC is unable (whether temporarily or permanently) to procure any services or goods necessary to enable it to supply the Instrument Services or if the supply of the Instrument Services is prevented or hindered by reason of any cause beyond LGC’s reasonable control (which shall include acts of God, governmental action, war or national emergency, acts of terrorism, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, currency restrictions, strikes or other labour dispute, or restraints or delays affecting shipping or carriers), LGC may cancel the Contract by notice in writing to the Customer so far as it relates to the Instrument Services not then supplied or work not then done and such cancellation shall not give rise to any claims by the Customer provided that the Customer shall remain liable to pay for the Instrument Services supplied prior to the date of such cancellation.

11.1. Both parties shall comply with all applicable laws, statutes and regulations with respect to data protection, LGC may transfer personal data for processing to:

12.1. The Customer shall not assign any Contract or any part thereof without the written consent of LGC. LGC may assign the Contract or any part thereof to any member of the LGC Group or its successors. LGC shall be entitled to sub-contract any part of the Instrument Services to be provided hereunder.

12.2. Each right or remedy of LGC under the Contract is without prejudice to any other right or remedy of LGC whether under the Contract or not.

12.3. If any provision of the Contract shall be held to be illegal, invalid or unenforceable in whole or in part, either under enactment or rule of law, such provision or part shall to that extent be deemed not to form part of the Contract but the legality, validity and enforceability of the remaining provisions of the Contract shall not be affected.

12.4. Any waiver by LGC of any breach of, or any default under, any provision of any Contract by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms or conditions of the Contract.

12.5. The Contract shall be governed by and construed in accordance with the laws of the state of Delaware, USA for such portion of Instrument Services performed by an LGC entity in the United States and by the laws of England and Wales for such portion of Instrument Services performed by an LGC entity outside the United States. The Instrument Service contract shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.