SPECTRA SCIENCE LTD

       Terms and Conditions 

Terms of Agreement. These Service Terms and Conditions shall govern all orders for services provided by Spectra Science to the customer and shall prevail over any pre-printed, standard or other terms set forth in (i) Customer’s purchase order or any other document ordering Services, and/or (ii) any third party procurement platform, which are hereby rejected and shall be void. Customer’s submission of a purchase order or other instrument regarding the purchase of Services in response to Spectra Science’s quotation or estimate shall be deemed acceptance of this Agreement to the exclusion of any other terms and conditions appearing in or referenced in such purchase order or other instrument, unless Customer and Spectra Science have entered into a valid, active, written agreement that expressly provides that its terms supersede and replace this Agreement. Notwithstanding the foregoing, Spectra Science may accept or reject at its discretion a purchase order for Services. BY SUBSCRIBING TO, PAYING FOR, OR CONTINUING TO USE ANY PART OF THESE SERVICES, THE CUSTOMER EXPLICITLY AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS IN FULL. IF A CUSTOMER DOES NOT AGREE TO THESE TERMS AND CONDITIONS, THEY MUST IMMEDIATELY CEASE USING THESE SERVICES AND NOTIFY SPECTRA SCIENCE TO CANCEL THEIR PLAN.

Service Plans. Spectra Science may provide a document that describes its Service Plan offerings referred to as a “Description of  Services” or “DOS”. The DOS is a document which contains a description of the Services covered by a Service Plan.

Instrument Recertification. Spectra Science may require instrument recertification on a time and materials basis as a condition to performing Services under a Service Plan, if an instrument has not been under warranty or a Service Plan immediately prior to the time of Services.

Accessories & Consumables. Service Plans cover only instruments and do not include any other items, such as accessories or other ancillary equipment even if Spectra Science supplied such items, unless stated otherwise in Spectra Science’s Quotation. Spectra Science’s Service Plans do not cover replacement of Consumables (as hereinafter defined).

Exclusions. Service Plans do not include software or firmware upgrades, except where specifically included in Spectra Science’s Quotation or the applicable DOS, if any. Further, Service Plans do not include replacement of parts, costs or repairs for defects or damages arising from or in connection with (a) abuse, misuse, mishandling, improper or inadequate maintenance, failure to operate equipment in accordance with applicable specifications or instructions, or using incompatible solvents or samples with the instrument; (b) causes beyond Spectra Science’s reasonable control, including, without limitation, acts of God, power surges or failure, failure or interruption in communication lines, or corrosive Customer samples; (c) installation of software or interfacing, or use in combination with software or products, not supplied or authorized by Spectra Science; (d) electrical work, transportation, modification, relocation, deinstallation, reinstallation, repair or service, performed by Customer or by persons other than Spectra Science authorized personnel; (e) intrusive activity, including without limitation computer viruses, hackers or other unauthorized interactions with instrument or software that detrimentally affects normal operations; (f) uneconomical repairs, or (g) actions not performed by Spectra Science. Further, parts in contact with any liquid, including but not limited to, seals, filters, gaskets, valves, syringes, tubing, tips, etc., are considered wetted and shall be deemed user replaceable and not covered by any Service Plan, unless otherwise stated in Spectra Science’s Quotation.

Term. Unless otherwise expressly stated on the Quotation or under the DOS of the purchased Service Plan, the term of a Service Plan and this Agreement is one (1) year, commencing on the date designated by Spectra Science in its Quotation or otherwise specified to Customer. If Customer is past due with respect to any invoices related to any account with Spectra Science, Spectra Science may, upon written notice to Customer, suspend Services, demand payment for the balance due under this Agreement, and/or terminate this Agreement.

Termination. A Service Plan may be terminated by either party upon at least thirty (30) days written notice to the other party; provided however, should Customer choose to terminate for its convenience prior to the end of the term of such Service Plan, Customer’s total payment obligation to Spectra Science under this Agreement shall equal the greater of (i) the total price of Services actually performed and expenses actually incurred in servicing the covered equipment under the Services Plan, calculated in Spectra Science’s sole discretion using its then current, non-discounted billable rates, or (ii) the prorated price of the Service Plan from its effective date to the date of termination, plus 15% of the total fee paid for the underlying Service Plan, not to exceed the total value of the underlying Service Plan. If any payment is made to Spectra Science in excess of this amount, then Spectra Science shall issue to Customer a credit that Customer may use toward future purchases from Spectra Science of instruments, consumables or Service Plans. Spectra Science does not provide cash refunds on account of the early cancellation of any Service Plan. If either party breaches its obligations under this Agreement, the non-breaching party shall give the breaching party written notice of such breach, and the opportunity to cure such breach for a period of fifteen (15) business days after delivery of the notice of breach. If the breaching party does not cure, then the Agreement shall automatically terminate.

Billable Services. Billable Services shall be performed in accordance with Spectra Science’s Quotation, which shall specify the types of Services to be provided, including without limitation, all specific instruments and equipment requiring the Services.

Services Generally. Billable Services generally include without limitation any repair, incidental, relocation, calibration, training or other services that are charged on a time and materials basis at the rates specified in Spectra Science’s Quotation. Any travel and travel related expenses will be billed separately. Instruments that are not covered by a Service Plan or warranty and Customer requests service will be considered for Spectra Science’s Billable Services.

Services Not Performed. Unless otherwise specified on Spectra Science’s Quotation, Billable Services shall not include: (a) installation of software or interfacing, or use in combination with software or products, not supplied or authorized by Spectra Science; (b) electrical work, transportation, modification, relocation, deinstallation, or reinstallation; or (c) software or firmware upgrades.

Term & Termination. Acceptance of Customer’s purchase order for Billable Services is subject to availability and Spectra Science may reject such order for any reason, including but not limited to, instrument obsolescence, availability of parts, or instrument condition. If Customer is past due with respect to any invoices related to any account with Spectra Science, Spectra Science may reject any purchase order submitted. Once accepted, either party may terminate the Billable Services upon thirty (30) days written notice to the other Party; provided however, if terminated by Customer, Spectra Science will be entitled to recover payment for all Services rendered through the date of termination (including for work in progress), and any non-cancellable or refundable expenses actually incurred prior to the date of termination.

Reasonable Efforts. Spectra Science will use reasonable efforts under the circumstances to provide Services as promptly as possible. The Services will be scheduled at a time mutually agreed to by Spectra Science and Customer. Parts and components replaced or otherwise utilized in the repair of the instrument may be either new or refurbished at the discretion of Spectra Science. Acceptance of Service will occur upon performance. Spectra Science may attempt to diagnose and resolve Service issues over the telephone or electronically. Customer must follow the problem determination, resolution and procedure that Spectra Science specifies, and Customer is solely responsible for the acts or omissions of Customer end users with respect to any such remote resolutions. If applicable, Spectra Science may require the return of a specific part to its depot for service or to assist in problem determination and Customer must follow Spectra Science’s instructions on how to return. 

Customer Responsibilities. Instrument relocation may result in additional service charges, modified service response times, and if moved, will be subject to availability. Customer must remove products not eligible for Service to enable Spectra Science to perform Services and may incur additional charges for any extra work created due to failure to remove such products. Customer is responsible for maintaining a procedure external to the instrument to reconstruct lost or altered Customer files, data or programs. Customer will notify Spectra Science if the instrument is being used in an environment that poses a potential health hazard. Customer is responsible for fully decontaminating Customer’s instrument or its components of radioactive, biological, toxic or other dangerous materials or substances before Spectra Science performs any Services. Spectra Science may request Customer to submit an accurate and completed certificate of decontamination.

Price & Payment. Prices exclude any applicable sales, value added or similar tax payable by Customer. Payment is due by Customer upon receipt of invoice. Unless installment payment terms are agreed in writing by Spectra Science and Customer, Customer shall deliver payment in full to the address set forth in Spectra Science’s invoice. Invoices not paid timely are subject to the lesser of fifteen percent (15%) per annum or the maximum prevailing legal interest rate, calculated from date of delinquency through the date payment is made in full. If Spectra Science retains a collection agency and/or attorney to collect unpaid amounts, Spectra Science may invoice Customer for, and Customer shall pay, all costs of collection including, without limitation, reasonable attorneys’ fees.

Warranty. Spectra Science warrants that it will provide Services at least in accordance with generally accepted standards prevailing in the instrument repair industry, at the time and place performed. Warranty claims must be made within ninety (90) days after Services are performed. SPECTRA SCIENCE MAKES NO OTHER WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY WITH RESPECT TO ITS SERVICES, WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED. SPECTRA SCIENCE’S SOLE LIABILITY AND RESPONSIBILITY UNDER THIS AGREEMENT FOR BREACH OF WARRANTY IS RE-PERFORMANCE OF THE SERVICES WITHIN A REASONABLE TIME OR RETURN OF THE FEE PAID FOR THE DEFECTIVE SERVICES, AT SPECTRA SCIENCE’S OPTION. THESE ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL SPECTRA SCIENCE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL or punitive DAMAGES (INCLUDING, BUT NOT LIMITED TO, THE LOSS OF OPPORTUNITY, LOSS OF DATA, LOSS OF USE, OR LOSS OF REVENUE OR PROFIT) IN CONNECTION WITH THIS AGREEMENT, the services provided OR OTHERWISE, EVEN IF SPECTRA SCIENCE IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, Spectra Science’s liability in CONNECTION WITH THIS AGREEMENT, the services provided OR OTHERWISE shall NOT exceed, and CUSTOMER’s exclusive remedy in any event shall be limited to, the amount actually paid by Customer FOR THE SERVICES.

Consumables. The cost of Consumables supplied by Spectra Science in performing the Services are the responsibility of Customer unless otherwise stated in Spectra Science’s Quotation or DOS, if any. Consumables include without limitation Spectra Science’s usual and customary parts, supplies and other items which are expendable by their nature or intended use, and those which are listed in the applicable instrument user’s manual.

Compliance with Law. Spectra Science makes no representation that the Services it provides will meet or satisfy standards of any governmental body. Customer agrees that it is Customer’s responsibility to ensure that such Services are adequate to meet its regulatory or certification requirements and that all requirements of any governmental body or other organization are Customer’s responsibility.

Uncontrollable Circumstances. Spectra Science will not be responsible or liable for failing to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, communication line failures, and power failures. Further, Spectra Science shall not be responsible for any Service delays caused by the acts or omissions of Customer.

Right to Transfer and Novate. The Customer hereby gives its irrevocable, advance consent for Spectra Science to transfer or novate this Agreement, including all rights and obligations, and the right to modify billing terms to zero for the remaining duration, to its directors, shareholders, or an alternative service provider capable of fulfilling the services, upon giving 7 days’ written notice to the Customer. The Customer agrees that upon such transfer, the corporate liability of Spectra Science terminates absolutely.

Assignment; Governing Law. Neither this Agreement nor any Service Plan is assignable or otherwise transferable by Customer. This Agreement and any underlying Service Plans shall be governed by the laws of England and Wales, exclusive of its conflicts of laws rules, and all disputes shall be subject to the exclusive jurisdiction of the courts therein.

Entire Agreement. This Agreement, together with Spectra Science’s Quotation regarding the Services and Spectra Science’s DOS, if any, represents the entire agreement between the parties with respect to the subject matter herein. To the extent that any provision of this Agreement is determined to be illegal or unenforceable, the remainder of this Agreement will remain in full force and effect.

Revised 01st January 2025