Confidentiality Terms and Conditions
General Obligation
Each Party shall treat as confidential all information concerning the business, operations, test results, methods, or affairs of the other Party that comes into its possession during the course of work under this Agreement. Such information shall not be disclosed to any third party or used for any purpose other than fulfilling the agreed work, except as permitted below.Permitted Disclosures
The confidentiality obligation shall not apply to:information that is or becomes publicly available through no fault of the receiving Party.
information lawfully obtained by the receiving Party from an independent source without restriction on disclosure.
disclosures required by law, regulation, or by order of a competent court or regulatory authority.
confidential communications with professional advisers or insurers, where those parties are bound by confidentiality obligations.
communications with accreditation or certification bodies, external auditors, or regulators, where such interactions are subject to equivalent confidentiality undertakings.
Laboratory Responsibilities
Qualtest Ltd shall ensure that all employees, subcontractors, and others working on its behalf are aware of and bound by these confidentiality obligations through employment terms or separate agreements.Client Data and Test Results
Test items, data, and results shall remain confidential to the Client and shall not be released to any other party without the Client’s prior written consent, unless required by law or accreditation or certification requirements. Where disclosure is required, Qualtest Ltd will notify the Client in advance, unless prohibited by law.Duration
These obligations shall remain in force for five (5) years after completion of the work, or longer where required by applicable law, or accreditation or certification requirements.
6. Liability
Qualtest performs all testing and reporting in accordance with its accredited and certified procedures and management system. Qualtest’s responsibility is limited to providing test results for the items as received. Qualtest does not accept responsibility for how the customer uses or interprets those results for any particular purpose. Nothing in this clause reduces Qualtest’s obligation to produce valid and technically accurate results in accordance with ISO/IEC 17025.
7. Insurance
Qualtest holds relevant insurance for the running of the business and proof of which is available upon request.
8. Subcontracts
Qualtest may engage subcontractors to perform part(s) of the Services covered under our ISO/IEC 17025 accreditation, provided that the Customer is informed in advance and, where required, approval is obtained prior to any subcontracted work taking place. Qualtest shall remain fully responsible for the performance of all obligations under this Agreement and for ensuring that any subcontracted laboratory activities meet the same technical and quality requirements as those performed by Qualtest.
Sales Terms and Conditions
Upon acceptance by Customer of Qualtest’s formal written proposal, Qualtest and customer shall conclude an Agreement which shall consist of the following terms and conditions, the matters set out in Qualtest’s proposal (both technical and commercial), and any such other matters (not inconsistent herewith), the parties may further agree upon in writing.
1. Scope of Services
The services to be provided by Qualtest to Customer (“The Services”), are for the purpose as set out in Qualtest’s proposal (“Specified Purpose”) and shall consist of the advice and services as set out in Qualtest’s proposal.
Qualtest shall render the services as an independent consultant and in advisory capacity, the full responsibility for any use made by Customer of the Services shall rest exclusively with Customer.
Customer shall provide all information (included but not limited to specifications, HSE matters, site details, equipment, procedures), all as is reasonably necessary for the performance of the Services and in connection with the exercise of Qualtest’s right its and obligations pursuant to this Agreement.
2. Remuneration
For the rendering of the Services and the granting of the rights under Paragraph 5 hereof, Customer shall pay or caused to be paid to Qualtest the fee(s) as set out in Qualtest’s Proposal.
If Qualtest personnel are required to perform any part of the Services, at any location other than their normal place of work, Customer shall, unless covered in the above referred fee(s), reimburse all travel costs and living expenses reasonably and actually incurred in connection with the performance of the Services in accordance with Qualtest’s customary personnel practices
3. Terms of Payment
All payments due under this Agreement shall be made by Customer to Qualtest within 30 (thirty) days of the date of Qualtest’s invoice (or unless different payment terms agreed between Qualtest and the Customer) without set off, or withholding or counterclaim, in the currency to be specified in the invoice, and into the bank account specified in the invoice(s). If any payment under this Agreement is subject to taxes or other duties, Customer shall pay such amount, after deduction of such tax, to yield to Qualtest the invoiced amount.
If any payment due to Qualtest under this Agreement is not made within 30 days of the due date then Qualtest shall have the right to charge interest on the same after as well as before any judgement at the base rate of the Bank of England for time to time on a daily basis compounded for the overdue period.
4. Confidentiality
Qualtest shall keep confidential any commercial information, identified by Customer before disclosure as proprietary information, and shall not disclose such information to any third Party. However, Qualtest may disclose such information to the extent if necessary, in connection with the rendering of the Services to a subcontractor under Paragraph 8, provided that prior to such disclosure, such subcontractor shall have signed a similar confidentiality undertaking as set out herein.
Any information provided to Customer in the course of the rendering of the Services is for use only in relation to the Specified Purpose, and Customer shall neither use such information for any other purpose, nor disclose to any third Party except as necessary to achieve the Specified Purpose and provided that before making any such disclosure, the third Party in question shall have signed a confidentiality undertaking on the same terms as mentioned herein.
5. Intellectual Propert
The intellectual property rights in any information developed by Qualtest while rendering the Services, shall vest in Qualtest, and Qualtest grants to Customer a non-exclusive, non-transferable right under such intellectual property rights to use for the Specified Purpose any such information disclosed to it by Qualtest under this Agreement.
Qualtest shall take reasonable precautions other than patent searches to avoid infringement of any patent or other proprietary rights.
6. Force Majeure
Neither Party shall be liable for delay or failure to perform its obligations hereunder, if and to the extent that such performance is hindered, delayed, or prevented by any cause whatsoever outside the reasonable control of the Party on the understanding that this provision does not extend to any obligation to make payment of any money.
7. Liability
Qualtest shall use all reasonable care and attention in preparing and rendering the Services and they shall reflect Qualtest’s professional skill and judgement. However, Qualtest does neither warrant the fitness for purpose of the Services, nor the completeness or accuracy of the information they contain.
Qualtest total aggregate liability arising out of or in connection with the rendering of the Services and/or this Agreement, however, such liability may arise (including without limitation any liability arising out of the negligence of Qualtest, and/or of any of its employees or agents) shall be limited to 50% (fifty percent) of the total amount received pursuant to Paragraph 2 of these General
Conditions. This limitation, however shall not be construed as protection for Qualtest against liability for any deliberate or wrongful act attributable to persons constituting the mind and management of Qualtest.
No director, employee, or agent of Qualtest shall have any personal liability in connection with this Agreement.
Qualtest and Customer shall each be responsible for any losses, claims and/or liability in connection with the execution of this Agreement arising out of injury, disease (including death), of its own employee or loss of or damage to its or their property, even if caused by the negligence of the other Party of its employees or agents, and each will indemnify and hold harmless the other accordingly.
Qualtest shall under no circumstances be liable for any special or consequential loss or damage, including without limitation, loss of profit, loss of products, loss of income and/or loss of business.
8. Insurance
Both Customer and Qualtest understand that the other Party to this Agreement is self-insured in regard to its own liabilities and with respect to any liabilities indemnified with respect to the other Party. If requested in writing, Customer or Qualtest, as the case may be, the receiving Party of such a request will provide a letter to the requesting Party explaining its self-insurance policies and responsibilities.
9. Sub-contracts
Qualtest may engage subcontractors in the performance of (a) part(s) of the Services, but Qualtest shall always remain responsible for the performance of all its obligations under this Agreement.
10. Law and Arbitration
This Agreement shall be governed by the laws of England and Wales, and any dispute which may arise out of or in connection with this Agreement shall be settled in London by a single arbitrator appointed for the purpose by the parties agreement in writing.
11. Decision Rule
Tests are performed only on the samples received. Unless otherwise agreed with the customer, conformity assessments reported by Qualtest Ltd are made using a zero guard band decision rule. Under this rule, measurement uncertainty is not used to adjust the acceptance limits; results are compared directly with the specified acceptance criteria. This approach involves shared risk, whereby there is a finite probability of false acceptance or false rejection arising from measurement uncertainty. This decision rule is applied in accordance with the requirements of ILAC G8 and is detailed in Qualtest Ltd's Terms and Conditions. All reported conformity decisions are based on this stated decision rule.
Where a customer does not stipulate an acceptance criteria, Qualtest will apply their decision rule, which is a binary decision when the result is limited to two choices (pass or fail).
Binary Statement for Simple Acceptance Rule (w = 0).
Statement of conformity is reported as:
Pass – the measured value is below the acceptance level, AL = TL
Fail - the measured value is above the acceptance level, AL = TL
12. Complaints
In the event that a client has a complaint against Qualtest, our complaints procedure is available on request which details how we will handle your complaint and what will be shared with interested parties during and following investigation of any complaint received.
Purchasing Terms and Conditions
1. Application
The Buyer hereby orders and the supplier, by accepting the purchase order, agrees that it will supply the Goods specified overleaf upon and subject to these conditions which shall govern the Contract to the exclusion of any other terms and conditions. Any reference overleaf to the supplier’s quotation, specification, price list or like document shall be solely for the purpose of describing the Goods to be supplied and no terms and conditions endorsed upon, delivered with, or referred to in such apply to the Contract.
2. Interpretation
2.1. In these Conditions:
"Business Day" means any day other than a Saturday, Sunday, or bank holiday.
“The Buyer” means Qualtest Ltd (registered in England and Wales under number 14464142)
whose registered office is at Unit 4, Planetary Business Centre, Planetary Road, Willenhall, WV13 3SW.
“These Conditions” means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
“The Contract” means the contract for the sale and purchase of the Goods constituted by the Seller’s acceptance of the Purchase Order in accordance with these Conditions.
“The Delivery
Address” means the address stated on the Purchase Order for delivery of the Goods.
“The Goods” means the goods (including any instalment of the goods or any part of them) described in the Order; Qualtest Ltd Terms and Conditions of Purchase – Issue 1.
“The Order” means the Buyer’s Purchase Order to which these Conditions are annexed.
“The Price” means the price of the Goods.
“The Seller” means the person so described in the Purchase Order.
“Specification” includes any plans, drawings, data, or other information relating to the Goods.
“Writing” includes facsimile, transmission, electronic mail, and comparable means of communication.
Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statue or provision as amended, re-enacted, or extended at the relevant time.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
3. Basis of Purchase
3.1. The Order constitutes an offer by the Buyer to purchase the Goods subject to these Conditions.
3.2. The Supplier shall accept the Order placed by the Buyer and a binding contract for the supply of the Goods subject to these conditions shall exist by whichever is the earlier of:
3.3. The Supplier’s acceptance of the Order, in writing or orally, subject to these conditions; or
3.4. Delivery of Goods
3.4.1. Any typographical clerical or other accidental error or omission in the Order placed by the Buyer or in any drawing specifications, instructions, tools or other material supplied by the Buyer, shall be subject to correction without any liability on the part of the Buyer.
3.4.2. No variation to the Contract shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller
3.4.3. The Supplier shall act ethically in all undertakings and shall operate within a controlled Quality Management System.
3.4.4. The Supplier shall allow right of access to, their customer and regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records. All records relating to Qualtest Ltd shall be retained, and will not be destroyed without prior communication with Qualtest Ltd.
3.4.5. The Supplier shall ensure that no counterfeit parts can enter their production facilities. Where the Supplier does not have their own processes and policies, they shall be governed by Qualtest Ltd’s processes and procedures.
3.4.6. The supplier shall ensure that any applicable product safety information that they receive from Qualtest Ltd is used within their own Risk Management processes.
4. Specification
4.1. The quantity, quality and description of the Goods shall, subject as provided in these Conditions, be as specified in the Order and/or in any applicable Specification supplied by the Buyer to the Seller or agreed in writing by the Buyer.
4.2. Any Specification supplied by the Buyer to the Seller together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of the Buyer. The Seller shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Seller, or as required for the purpose of the Contract.
4.3. Where the Seller has specifically designed the Goods for the Buyer, the parties will agree the ownership of any copyright, design rights, intellectual property rights, or any other proprietary knowledge in the design or Goods supplied.
4.4. The Goods shall be marked in accordance with the Buyer’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured to reach their destination in an undamaged condition in the ordinary course.
4.5. The Seller shall not unreasonably refuse to take any steps necessary to comply with any request by the Buyer to inspect or test the Goods during manufacture, processing, or storage at the premises of the Seller or any third party prior to despatch, and to provide the Buyer with any facilities reasonably required by the Buyer for inspection or testing.
4.6. If, as a result of inspection or testing the Buyer is not satisfied that the goods will comply in all respects with the Contract, and the Buyer so informs the Seller within seven days of inspection or testing, the Seller shall take such steps as are necessary to ensure compliance.
4.7. The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods.
5. Price
5.1. The Price of the Goods shall be as stated in the Order and, unless otherwise so stated, shall be: -
5.2. Exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of a VAT invoice); and
5.3. Inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, imposts or levies other than value added tax.
5.4. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Buyer in writing.
5.5. The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Seller, whether or not shown on its own terms and conditions of sale.
6. Payment
6.1. The Seller shall be entitled to invoice the Buyer on or at any time after delivery of the Goods and each invoice shall quote the Order Number.
6.2. Unless otherwise stated in the Order, the Buyer shall pay the Price of the Goods within terms stated on the Order after receipt by the Buyer of a proper invoice, but time for payment shall not be of the essence of the contract.
6.3. The Buyer shall be entitled to set off against the Price any sums owed to the Buyer by the Seller.
7. Delivery
7.1. The Goods shall be delivered to the Delivery Address on the date or within the period stated in the Order, in either case during the Buyer’s usual business hours.
7.2. Where it is agreed in writing that the date of delivery of the Goods is to be specified by the Seller after the placing of the Order, the Seller shall give the Buyer reasonable notice in writing of the specified date.
7.3. The time of delivery of the Goods is of the essence of the Contract.
7.4. A packing note clearly quoting the Order Number must accompany each delivery or consignment of the goods.
7.5. If the goods are to be delivered by instalments, the Contract will be treated as a single contract and not severable.
7.6. The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Contract and shall not be deemed to have accepted any Goods until the Buyer has had a reasonable time to inspect them following delivery.
7.7. The Seller shall supply the Buyer in good time with any instructions or other information to enable the Buyer to accept delivery of the Goods.
7.8. The Buyer shall not be obliged to return to the Seller any packaging or packing materials for the Goods, whether any Goods are accepted by the Buyer.
7.9. The Seller acknowledges that the Buyer has a legitimate commercial interest in the Goods being delivered on the due date and that the Buyer should have an appropriate remedy if they are not so delivered. Accordingly, if the Goods are not delivered on the due date then, without prejudice to any other remedy, the Buyer shall be entitled to deduct from the Price to claim from the Seller by 0.5% per cent of the Price for every week’s delay, up to a maximum of 5% of the price, without prejudice to claim any other remedy for any further delay in delivery once that maximum amount of liquidated damages has been reached.
7.10. The Buyer shall not be deemed to have accepted the Goods until it has had 21 days to inspect them following delivery or collection. The Buyer shall also have the right to reject the Goods as though they have not been accepted for 30 days after any latent defect in the Goods has become apparent.
8. Quality
8.1. Where the Seller is not the manufacturer of the Goods, the Seller shall endeavor to transfer to the Buyer the benefit of any warranty or guarantee given to the Seller.
8.2. The Seller warrants that (subject to the other provisions of these conditions) upon delivery, and for a period of 12 months from the date of delivery, the Goods shall:
8.3. Be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
8.4. Be reasonably fit for purpose; and
8.5. Be reasonably fit for any particular purpose for which the Goods are bought if the Buyer had made known that purpose to the Seller in writing and the Seller has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgment of the Seller.
8.6. The Seller shall not be liable for a breach of any of the warranties in condition 8.2 unless:
8.7. The Buyer gives written notice of the defect to the Seller within 30 days of the time when the Buyer discovers the defect; and
8.8. The Seller is given a reasonable opportunity after receiving the notice to examine such Goods or the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Seller’s cost for the examination to take place there.
8.9. The Seller shall not be liable for a breach of any of the warranties in condition 8.2 if:
8.10. The Buyer makes any further use of such Goods after giving such notice; or
8.11. The defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice.
8.12. Subject to condition 8.3 and condition 8.4, if any of the Goods do not conform with any of the warranties in condition 8.2 the Seller shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Seller so requests, the Buyer shall, at the Seller’s expense, return the Goods or the part of such Goods which is defective to the Seller.
9. Risk and Property
9.1. Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract.
9.2. The property in the Goods shall pass to the Buyer once payment has been made.
10. Assignment
10.1. The Buyer may assign the Contract or any part of it to any person, firm, or company.
10.2. The Seller shall not be entitled to assign the Contract or any part of it without the prior written consent of the Buyer.
11. Warranty
11.1. The Seller warrants to the Buyer that the Goods:
11.1.1. Will, both at the delivery time and for a reasonable period of time, thereafter, be of the best available design, quality, material and workmanship and conform in all respects with the Order and Specification supplied or advised by the Buyer to the Seller.
11.1.2. Will be free from defects in design, material, and workmanship.
11.1.3. Will correspond with any relevant Specification or sample; and
11.1.4. Will comply with all statutory requirements and regulations relating to the sale of the Goods.
12. Indemnity
12.1. The Seller shall indemnify the Buyer in full against all liability, loss, damages, costs, and expenses (including legal expenses) awarded against or incurred or paid by the Buyer because of or in connection with:
12.2. Breach of any warranty given by the Seller in relation to the Goods.
12.3. Any claim that the Goods infringe, or that their importation, use or resale, infringes, the patent, copyright trademark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer.
12.4. Any act or omission of the Seller or its employees, agents, or sub-contractors in supplying, delivering, or installing the Goods.
12.5. All claims by the customers of the Buyer (and their sub-buyers) arising out of any breach by the Seller.
13. Remedies
13.1. Without prejudice to any other right or remedy which the Buyer may have, if any Goods are not supplied in accordance with, or the Seller fails to comply with, any of the terms of the Contract the Buyer shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Buyer:
13.2. To rescind the Order.
13.3. To reject the Goods (in whole or in part) and return them to the Seller at the risk and cost of the Buyer on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller.
13.4. At the Buyer’s option to give the Seller the opportunity at the Seller's expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled.
13.5. To refuse to accept any further deliveries of the Goods but without any liability to the Seller;
13.6. To carry out with the Seller’s agreement and at the Seller's expense any work necessary to make the Goods comply with the Contract; and
13.7. To claim such damages as may have been sustained in consequence of the Seller's breach or breaches of the Contract.
14. Termination
14.1. The Buyer shall be entitled to cancel the Contract in respect of all or part only of the Goods by giving notice in writing to the Seller at any time prior to delivery or performance, in which event the Buyer’s sole liability shall be to pay to the Seller the Price for the Goods in respect of which the Buyer has exercised its right of cancellation, less the Buyer’s reasonable estimate of the Seller’s net saving of cost arising from cancellation.
14.2. The Buyer shall be entitled to terminate the Contract without liability to the Seller by giving notice to the Seller at any time if: -
14.3. The Seller makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction; or
14.4. An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Seller; or
14.5. The Seller ceases or threatens to cease, to carry on business; or
14.6. The Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.
15. Force Majeure
15.1. In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (subject to Sub-clause 15.2) the party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.
15.2. Sub-clause 15.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.
15.3. Each party shall be liable to pay to the other damages for any breach of this Agreement and all expenses and costs incurred by that party in enforcing its rights under this Agreement.
15.4. When the period of such incapacity exceeds 6 months then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.
16. Communications
16.1. All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first-class post or sent by electronic mail:
16.2. (in case of communications to the Seller) to its registered office or such changed address as shall be notified to the Buyer by the Seller; or
16.3. (in the case of the communications to the Buyer) to the registered office of the addressee or to any address of the Seller set out in any document which forms part of the Contract or such other address as shall be notified to the Seller by the Buyer.
16.4. Communications shall be deemed to have been received:
16.5. if sent by pre-paid first-class post, two Business Days after posting (exclusive of the day of posting); or
16.6. if delivered by hand, on the day of delivery; or
16.7. if sent by electronic mail on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.
16.8. Communications addressed to the Buyer shall be marked for the attention of the Buyer named on the Order
16.9. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
17. Waiver
17.1. No waiver by the Buyer of any breach of the Contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.
18. Severance
If any provisions of these Conditions are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
19. Third Party Rights
A person who is not a party to the Contract shall have no rights under this Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
20. Governing Law and Jurisdiction
The Contract shall be governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English and Welsh courts.
Signed: L.Mante Quality Director Released: 2nd July 2026