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Terms and Conditions

Terms and Conditions

“ALS”: any of the affiliates of ALS Life Sciences Portugal, S.A..
“Client”: persons or entities (private, public or governmental) to whom ALS may provide services.

ARTICLE 1 Object
1.1 These General Conditions are intended to regulate the terms and conditions governing the provision of services that ALS makes available to the Customer in its portfolio.
1.2 Each service is also governed by Specific Conditions and annexes to the proposal which aim to regulate the terms and conditions exclusively applicable to the provision of the same which, upon acceptance of the proposal by the Customer, receipt of samples or requests for service, will become an integral part of these General Conditions
1.3 Acceptance of the bid, receipt of samples or requests for service implies acceptance of these conditions in all their terms.
1.4. The Client or his or her representative declares without reservation that he or she is aware of and entitled to subscribe to these General Conditions.
1.5. The provisions of the Specific Conditions shall prevail, in case of conflict of interpretation, over the provisions of the General Conditions for the provision of ALS services, which form an integral part of this contract.

ARTICLE 2 Obligations of ALS
2.1 ALS shall perform all services in accordance with standard practices, applicable law and applicable regulations in force.
2.2 ALS will take all necessary measures to avoid any situation of conflict of interest, performing the contracted services in accordance with the principles of legality, impartiality, good faith, morality, ethics, responsibility and loyalty.
2.3 ALS undertakes to keep confidential all information obtained or generated in the course of work with the Client, except with regard to access to information by relevant authorities (courts, criminal investigation authorities, regulatory authorities, among others).
2.4 The Client authorizes ALS to make public reference to or list the Client’s name and/or describe in general terms the Services provided, in particular to demonstrate its professional experience and turnover in a particular area. ALS may use the Client’s name and the project(s) concerned as its reference in commercial activities, presentations and marketing material it may prepare. ALS undertakes not to use the reference to the Client in any statements that may be damaging to its good name, or may in any way be considered incorrect, proprietary or confidential.

ARTICLE 3 Client’s obligations
3.1 Where applicable, the Client shall provide access to its premises to ALS employees or representatives to perform the services. The Customer shall be obliged to provide a safe workplace and the necessary security conditions for the performance of services by ALS employees or representatives. ALS reserves the right to interrupt the performance of services whenever the necessary safety conditions are not met, such as confined spaces, work at height, hot work, exposure to hazardous or toxic material and ionizing radiation.
3.2 It is the Client’s responsibility to ensure that the samples sent are safe and do not cause any danger in any part of the process (transportation, ALS facilities, employees, among others)
3.3 The Client undertakes not to disclose, in any form or medium, in whole or in part, ALS’s confidential information to any third party.
3.4. The Customer agrees to defend, indemnify and hold ALS harmless, to the fullest extent permitted by law, against any losses, liabilities, claims, damages, costs and expenses (including, but not limited to, attorneys’ fees and charges of ALS employees involved in litigation proceedings), in any action arising out of, or related to, any acts and omissions, however negligent or caused by any breach by the Customer of its obligations under these Conditions.
3.5. The Client shall be responsible for any misuse or mismanagement of documents sent by ALS.
3.6 To the extent practicable, the Customer shall inform, or consult with, ALS before proceeding with a recall or making a claim based on final results. However, it is always the Customer’s responsibility to make the recall decision based on the final results provided by ALS.
3.7. ALS will not assume any responsibility for the acts performed by the Customer (sampling, selection of analysis, preservation of samples, among others), as well as for any act derived from insufficient or inadequate information by the Customer.
3.8. The Customer may not, without the prior written consent of ALS, use for commercial or advertising purposes the name of ALS, the brand, the logo or the reports provided by ALS. The Client is also obliged, under any circumstances, not to use those same elements with the intention of damaging the image or reputation of ALS.

ARTICLE 4 Prices
4.1. The Client undertakes to pay the total price of the invoices issued for the payment of the Service provided, according to the prices referenced in the general conditions and in the technical annex of the proposal, in the time and through the means agreed and referred to in the respective invoice.
4.2. The prices indicated in the proposal are valid only and exclusively for the services described therein.
4.2.1 Prices do not include duties, fees, rents and taxes due to the application of regulations, namely fiscal and other, such as the current VAT rate.
4.2.2 The services of Issuing Test Reports in foreign languages, Issuing analysis results in the Client’s format and/or filling out data in the Client’s platform, Issuing technical reports complementary to the analysis reports, Returning samples, Other services not listed in the scope of the proposal are excluded from the proposal, unless they are clearly described. These services may be provided upon prior quotation

4.3. The prices presented are valid for the total awarding of the bid. All prices and quantities included in the bid should be considered.
4.4 Should a repetition of a test be requested and the results confirmed, the said repetition will be invoiced. The repetition of tests is only possible if the original sample exists and in sufficient quantity. Otherwise, the Client will be required to pay all necessary costs, including sampling, transportation, testing, and other necessary costs. ALS, will not be responsible for obtaining results different from those initially issued if the Client decides to have the repetition performed on a new sample sent at a later date.
4.4 Duration and Renewal of the Contract
4.4.1. The Contract is concluded for the duration indicated in the proposal. In the absence of any provision to the contrary, the Agreement will be automatically renewed for equal and successive periods when not terminated by either party, by simple written notice to the other, at least thirty (30) days prior to the date of expiry of the initial period of the Agreement or any of its renewals.
4.5. Update and Readjustment of Prices
4.5.1 ALS reserves the right to update prices at the beginning of each calendar year or any of its renewals, unless other conditions are agreed with the Customer. ALS undertakes to communicate in writing to the Customer, including by email or by inserting the information in an invoice, at least 7 (seven) days before the date of its entry into force.
4.5.2 ALS reserves the right to make readjustment of intermediate prices for the maintenance of economic and financial balance of the contract, in the event of unforeseeable events, or foreseeable, but of incalculable consequences or in case of force majeure of proven impact on contracted prices. The adjustment will be based on specific or sectorial indexes or prices. ALS undertakes to communicate the readjustment, in writing, to the Customer, namely by email or by inserting the information in the invoice, at least 7 (seven) days before the date of its entry into force.

ARTICLE 5 Invoicing, Payment Methods and Payment Deadlines
5.1. The Invoice and the Invoice Attachment (when applicable) will be made available in the medium chosen by the Client upon acceptance of the conditions described in the preceding proposal(s).
5.2 Invoicing will commence upon commencement of services unless other terms are agreed with the Client.
5.3 Any complaint about the content of an invoice must be made within 30 days of the date the invoice is issued, otherwise it will not be accepted by ALS.
5.4 The first duplicate invoice requested by the Customer in each calendar year is sent free of charge. ALS reserves the right to charge for sending the remaining duplicates requested by the Customer during the same calendar year, at an administrative fee of € 2.00 per shipment.
5.5 Electronic Invoice
5.5.1 The electronic invoice will be sent to the e-mail address(es) indicated by the customer. After subscribing to the Electronic Invoice, ALS undertakes to send the invoice periodically, in .pdf format.
5.5.2 The Client may, at any time, subscribe to the Electronic Invoice through comercial@alsglobal.com.
5.5.3 The Customer undertakes to ensure the proper functioning of the email box indicated for the receipt of invoices, ensuring, in particular, available space for the receipt of invoices and to notify ALS in writing of any change or irregularity related to the email box.
5.5.4 The Customer may request the change, replacement or removal of emails or the deactivation of the Electronic Invoice by sending a communication to comercial@alsglobal.com. ALS the requested change in the period of 15 days following receipt of the request. For deactivation of the Electronic Invoice, ALS thus reserves the right to apply the administrative costs indicated in the proposal for the Paper Format.
5.5.5 Notwithstanding the provisions of the preceding paragraphs, ALS may at any time suspend sending the Electronic Invoice, particularly in cases of inability to deliver the Electronic Invoice to the mailbox indicated by the Customer. By ceasing the Electronic Invoice service, the Customer will receive the invoice in paper format at the billing address indicated, being applicable the administrative costs provided in the proposal.
5.5.6 Notwithstanding the provisions of the preceding paragraphs, ALS may at any time suspend the sending of the Electronic Invoice, namely due to technical problems of the sending system, not attributable to the Client. In these situations, the Customer will receive the invoice in paper format at the billing address indicated, until the System is restored.

5.6 Means of payment
5.6.1 ALS offers the Customer the following payment methods: Bank transfer (in this case, the Customer must clearly indicate the identity of the depositor / originator and invoice number). Direct Debit, Bank Check (to the order of ALS, with indication of the invoice number(s) on the back of the check, is only considered effected after good collection) and Cash.
5.7 Payment Term
5.7.1. The Client shall pay the price of the services and expenses through invoices issued by ALS, which must be settled within the payment period indicated in the proposal.
5.7.2 Prior to the performance of any services, ALS reserves the right to require the Customer to demonstrate its financial condition and economic solvency or to provide sufficient financial guarantees for this purpose. If the Customer does not provide the necessary information to prove the financial situation ALS may unilaterally postpone the provision of the service or review the payment deadline or not provide the service, without obligation to provide any compensation to the Customer.
5.7.3 Failure to meet the payment deadline will result in the accrual of interest on overdue amounts, from the due date of the invoice, at the legal interest rate in force, applicable to credits held by commercial companies, plus a surcharge of 6%, until the effective and full payment of the amounts due. A delay in payment of more than thirty (30) days beyond the payment term indicated in the proposal shall be considered a definitive non-compliance with the provisions of these general conditions. 5.7.3 The Customer shall also be responsible for the costs incurred by ALS in judicial and extrajudicial collection of the amounts due, including the costs of lawyers, execution solicitors and collection companies, when and if applicable.
5.7.4 ALS reserves the right at any time to review the credit limits granted to the Customer and/or to cancel them in the event of payment incidents or significant changes in their financial situation and economic solvency or the financial guarantees provided.
5.7.5. The credit sales scheme will automatically expire whenever the Customer incurs credit incidents, thus ceasing to be supplied on credit, a situation that will remain until the situation is regularized and the terms, conditions and plafonds are reassessed and renewed at its prudent discretion.
5.7.6 ALS may unilaterally suspend supplies due to default in payments and consider the entire debt as overdue.
5.7.7 ALS shall have a lien on reports, results, certificates and/or opinions as security for payment of overdue amounts it holds in respect of services rendered.

Article 6 Limitation of liability
6.1 All terms, conditions and warranties – including any warranty relating to quality or for any specific purpose – relating to the use, form, quality or duration of the test are excluded from this contract, except where such exclusion is not in accordance with the legislation in force.
6.2 ALS’s liability to the Customer in the event of non-compliance with what is set out in the General Conditions and in the proposal (Specific Conditions and annexes to the proposal), negligence or any failure to comply with what is set out in the General Conditions and in the proposal (Specific Conditions and annexes to the proposal).
6.3 ALS shall not be liable, under any circumstances, for any direct or indirect damages suffered by the Client and arising out of the results of the services or the use of the results of the services performed.
6.4 The deadlines set for the delivery of results are indicative and do not constitute a commitment on the part of ALS, and shall not be liable for delays or other problems caused by unforeseen circumstances beyond the control of ALS.

ARTICLE 7 Force majeure
7.1 ALS shall not be liable for delays, errors, non-compliance with regulatory and legal requirements, equipment failures or malfunctions, damages or other losses arising from the breach or defective performance of contractual obligations when not attributable to willful misconduct or gross negligence, and shall not be liable in particular for:
7.1.1. damage caused through the fault of the Customer, other users of the service or any third party not in the service of ALS, or
7.1.2. non-fulfillment or defective fulfillment of contractual obligations resulting from the fulfillment of judicial decisions or administrative authorities (e.g. non-acceptance of accreditation, etc.), or
7.1.3. non-performance or defective performance of contractual obligations resulting from the occurrence of force majeure, i.e. situations of an extraordinary or unforeseeable nature, external to ALS, such as fire, power cuts, explosions, wars, riots, civil uprisings, governmental decisions, strikes, earthquakes, floods or other natural and/or sanitary cataclysms which cannot be controlled by ALS and which prevent or impair the performance of contractual obligations.

7.2 ALS declines any responsibility in case of intervention by people outside the organization.

ARTICLE 8 General
8.1. The General Conditions and the proposal (Specific Conditions and annexes to the proposal) is for the exclusive use of the Client.
8.2 Whenever the Client finds non-conformities in the services provided by ALS, he shall communicate such fact in writing, so that the necessary measures can be taken.
8.3 This agreement may be terminated unilaterally by ALS in the event of non-compliance by the Customer of any of the obligations set forth. If, for any reason, either party terminates the contract, ALS shall be entitled to be reimbursed in full for the services rendered up to the date of termination of the contract and the Client shall be provided with a report of the services rendered up to that date.
8.4 ALS reserves the right to unilaterally terminate the service or part of the contract after giving the Customer at least fifteen (15) days notice.
8.5 The Customer may not delegate, assign or transfer, in whole or in part, the obligations contained in the General Conditions and the proposal (Specific Conditions and annexes to the proposal) without the prior written consent of ALS.
8.6 ALS may assign or transfer any or all of its rights described in this agreement at any time to an ALS Global affiliate or company. ALS may subcontract the performance of all or part of the services described in this agreement to other qualified laboratories.
8.7 The General Conditions and the proposal (Specific Conditions and proposal attachments) represent the entire agreement between the Client and ALS and supersede all previous written or oral negotiations and agreements. The terms and conditions included in the Customer’s purchasing documents, or any other type of documents, contradicting the General Conditions and the proposal (Specific Conditions and annexes to the proposal) shall not apply. The established obligations and commitments shall remain valid after the termination of this agreement, regardless of the cause.
8.8 In the event any of the clauses herein are declared null and void, they shall be deemed unwritten and excluded, the remaining clauses shall remain in force.
8.9 If for any reason this document is not signed by the Client, any action by the Client acknowledging the existence of a contract with this content, including but not limited to the delivery of samples or the performance of any service by ALS, shall be deemed acceptance of these conditions.

ARTICLE 9 Applicable law and jurisdiction
9.1 The validity, interpretation and performance of these conditions shall be governed by Portuguese law.
9.2 To resolve any dispute between the parties, arising from the interpretation, implementation or integration of these conditions, the District Court of Viseu will be competent, with express waiver of any other.