Definitions
CALL – Cambridge Acoustic Laboratory Limited.
Sponsor – The second party to the contract.
Contract – The Contract Agreement to which these Terms and Conditions apply. The Contract may be established by formal contract document or the issue by CALL, and acceptance by the Sponsor, of a quotation. Issue and acceptance may be by exchange of letters, official order form, e-mail, or facsimile transmission. The Contract Agreement and these Terms and Conditions constitute the full understanding between the parties and the Sponsor acknowledges that it has not relied upon any statement made by CALL which is not included in this Contract.
Report – The written document or documents provided by CALL to the Sponsor.
Services – The provision of testing, research, consultancy, commercial or other professional services. Such services being defined in the quotation.
Force Majeure – Any event beyond CALL’s control including adverse weather conditions, strikes, industrial action, reductions, or interruptions in the supply of essential services gas/electricity/water, plant and equipment failure and interruption in the supply of materials.
All services carried out and work undertaken by Cambridge Acoustic Laboratory Limited (CALL) is done so only in accordance with the following Terms and Conditions. Orders are accepted only on the basis that these Terms and Conditions form part of the contract between CALL and the Sponsor. These Terms and Conditions shall apply to any and all contracts entered into between CALL and the Sponsor.
These Terms and Conditions shall take precedence over any Terms and Conditions imposed by the Sponsor unless expressly agreed by CALL in writing.
Confidentiality
CALL will, at all times, maintain the confidentiality of Sponsor information including arrangements for any test carried out for the Sponsor, the result of such test, any Report produced or any other information relating to the Sponsors’ dealings with CALL.
The Sponsor may, at its sole discretion, authorise CALL to disclose the contents of any Report or give any other information to a third party, provided always that such authorisation is given in writing.
This confidentiality clause will automatically be waived should CALL become aware that any such Report, test result, or other information issued by CALL has been altered or abridged by the Sponsor so as to misrepresent that Report, test result or other information to a third party.
The Sponsor will at all times, keep and maintain confidential all information relating to the CALL procedures, documentation, and commercial affairs that the Sponsor may become aware of whilst visiting CALL’s premises, or in its dealings with CALL during period of the contract.
Retention of Title
CALL shall retain copyright title to all Reports, drawings, calculations, and any other documents produced by CALL during the contract.
The Sponsor shall not, without the written approval of CALL, make copies of any documents. CALL will not unreasonably withhold such approval and, where such approval is withheld, CALL will communicate its reasons to the Sponsor in writing.
Test Results and Reports
CALL will always take the necessary steps to ensure that any opinion or advice given as part of the contract will be correct. However, CALL will not accept liability for any loss or damage arising from the use of any such opinion or advice given to the Sponsor. CALL will under no circumstances be liable to the Sponsor whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of profit, or any indirect or consequential loss caused by factors outside of CALL’s reasonable control. CALL’s liability in respect of any other losses in respect negligence by CALL shall not exceed 5,000,000 GBP. This limitation shall survive the termination or expiry of the Contract.
Unless agreed by an officer of the Company, the Sponsor is entitled to one copy of any Report.
No test result, Report, data, or other information provided to the Sponsor, shall be held to confer any rights, or guarantees whatsoever to any third-party Sponsor or customer of CALL’s Sponsor.
Test Samples, Materials and Specimens
CALL has a duty to its employees and third-party visitors to its premises to comply with health & safety regulations. To this end, the Sponsor will always be responsible for informing CALL (in writing, at the outset of any contract negotiations) of the exact nature of any materials present in any specimen that may create a hazard, give off toxic fumes, or otherwise be injurious to health when subjected to the testing and installation process.
CALL staff will always use appropriate personal protective equipment (PPE) and take appropriate measures to reduce the general risk to the health & safety of attendees during acoustic testing procedures. CALL will always endeavour to provide a safe working environment and reduce any exposure to risk associated with the acoustic testing procedure. However, where the Sponsor has notified CALL of any hazardous materials and appropriate PPE or other safety measures are not available to deal with the specific hazard associated with those materials, CALL reserves the right to postpone or cancel the test.
If the Sponsor does not disclose to CALL the presence of any hazardous materials at the outset as stated above, and such materials are found to be present and cannot be dealt with safely, then a cancellation charge will become payable as if the Sponsor had cancelled the test.
Where it is agreed that the Sponsor shall have the responsibility for the supply, preparation and/or installation of any equipment, materials, documents or other items to enable a test to proceed, it will be the Sponsor’s responsibility to ensure that such items are delivered, prepared and/or installed at the time and date specified by CALL.
CALL will at all times, make reasonable adjustments to its test schedules to cater for unforeseen problems affecting delivery of any such items. Notwithstanding the aforesaid, CALL reserves the right to claim damages from the Sponsor in respect of any losses caused by the failure of the Sponsor to deliver, prepare and/or install any items by the agreed date and time. These damages may include, but are not limited to, any loss of profits, additional staff costs and the cost of storage of items.
Where CALL has agreed to supply materials, equipment, or other items specifically for the contract these will be defined at the outset and their costs included in the total contract cost.
Unless conditioning requirements are separately agreed with CALL, it is the Sponsor’s responsibility to ensure that any specimen components are delivered to CALL at optimum moisture content where required by the test standard.
Where the Sponsor is installing the date(s) available for the installation will be as specified in the contract and between 9:00 am and 5:00 pm, unless otherwise agreed in writing.
Cancellation or Postponement
Where a Test is cancelled or postponed at the request of the Sponsor, CALL reserves the right to claim damages from the Sponsor in accordance with any such clause stated in the Contract. Where a test is cancelled due to reasons outside of CALL’s reasonable control, CALL shall rearrange the test for the next date convenient for both parties.
Pricing and Payment
The total cost of services provided by CALL will be agreed with the Sponsor, and the agreed price will be recorded in writing. The contract price will be deemed to have been communicated and agreed by both parties in writing where such communication is by letter, official order, e-mail, or facsimile transmission.
The Sponsor agrees to make payment within 30 days following the end of the month in which CALL’s invoice is raised or, where the Sponsor does not have an agreed credit account, in advance, against an invoice or request for payment, whichever the Contract states.
Termination
CALL may terminate this Contract immediately upon giving written notice in the event that:
The Sponsor commits a material breach of the Contract and said breach is not corrected within a reasonable time scale to be determined by CALL taking account of the circumstances of such breach; or
Proceedings are instituted by or against the Sponsor under bankruptcy, receivership, or insolvency laws; or
The Sponsor’s business is sold, transferred, or otherwise restructured without CALL being notified in writing, and given written assurance that the contract transfers with the business of the Sponsor’s company.
In the event that the Contract is terminated, for whatever reason, any work in progress or completed test reports or other work not invoiced, will become immediately payable by the Sponsor or in the case of insolvency the representatives.
Disputes and Formal Service
Should any dispute arising out of this contract be unresolved by the parties to it the matter will be referred to a single, third party arbitrator nominated by the president of the Law Society.
This Contract and Terms and Conditions are governed by the Laws of England.
Service of any formal notice relating to this contract shall be in writing and addressed to the other party at its registered office or usual place of business.