Terms & Conditions

These terms of business form the agreement (“Agreement”) upon which Sigma-HSE, Inc. (Supplier) provides Services to party named on the provided quote or agreement letter (the “Client”). This Agreement is expressly limited to these Terms and Conditions. The terms of this Agreement prevail over any terms or conditions contained in any other documentation and expressly exclude any of Client’s general terms and conditions contained in any other document issued by Client, irrespective of Supplier’s acceptance of payment, performance hereunder, or receipt or acknowledgement of receipt of any such terms or conditions. In the event of any conflict between the terms of this Agreement and the terms of any other document issued by Client, the terms of this Agreement shall prevail.

Client shall have accepted these terms of business upon authorization by the first to occur of:

1. Provision of a Purchase Order to Supplier; or
2. Acceptance of an Agreement Letter or Quote from Supplier; or

• Provision of a sample to Supplier in accordance with Section 3(c).

1. Supplier shall provide to the Client the Services set out in the Quote / Agreement Letter provided by the Supplier and accepted by the Client.

2. Delivery of Service Reports and Performance of Services:
   1. Supplier shall use reasonable efforts to meet any performance and delivery dates specified in the Quote / Agreement Letter, provided, any such dates are not guaranteed and are estimates only. If delivery is delayed due to any cause beyond reasonable control of the Supplier, Supplier will contact the Client before the delivery date to agree a new delivery schedule.
   2. With respect to the Services, Client shall (i) cooperate with Supplier in all matters relating to the Services and performance thereof, and provide such access to Client’s premises, and such office accommodation and other facilities as may reasonably be requested by Supplier, for the purposes of performing the Services; (ii) respond promptly to any Supplier request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Supplier to perform Services in accordance with the requirements of this Agreement; (iii) provide such Client materials or information as Supplier may reasonably request to carry out the Services in a timely manner and ensure that such Client materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
   3. If in the Supplier’s opinion, it is not reasonably practicable, for any reason, to conduct the requested work, the Supplier shall be entitled to refrain from carrying out or completing such work and will consult with the Client as to what, if any, work is to be undertaken.
   4. If the cost to the Supplier for conducting the Services is subsequently increased by reason of increases in the cost of materials and/or labor and/or any other factor outside Supplier’s control, then the Client will be notified before undertaking any work to which the increase will apply. If the Client requires the Supplier to discontinue the work, the Client shall only be required to pay the Supplier for the work already performed.

3. Prices/Quotations/Samples
   1. Prices:
      1. The prices for the supply of Services shall be set out in a written quote to be issued by the Supplier to the Client. The Supplier shall invoice the Client as outlined in the Quote / Agreement Letter. Invoiced amounts shall be due and payable per the Agreement.
      2. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by federal, state, local or any other Governmental Authority. Client shall be responsible for all such taxes; provided, that, Client shall not be responsible for any taxes imposed on, or with respect to, Supplier’s income, revenues, gross receipts, personal or real property, or other assets
   2. Quotations:
      1. Any Quotation provided by the Supplier is valid for only 30 days from its date of issue, unless stated otherwise on the Quote / Agreement Letter.
      2. Client must always use the Quote / Agreement Letter reference number in any correspondence.
   3. Sample Delivery:
      1. Samples provided by the Client for analytical testing will be disposed of in accordance with current Health & Safety, Environmental legislation. A small charge will be made for sample disposal of all tested samples. This also applies to samples provided at the same time but not tested.
      2. Sample delivery is the sole responsibility of the Client. It is required that all samples be correctly labelled and packaged by Client in accordance with applicable transport regulations.

• Samples received for analysis by the Supplier before 12 noon on a Working Day are classified as booked-in on day Zero “0”. Day one “1” is the first Working Day after receipt of the Sample.
  1. (A) Working Day: A weekday other than a Saturday or Sunday or a US federal or UK bank holiday.

1. Client must inform the Supplier in advance of any samples being delivered for testing that Client suspects of being hazardous to health and provide a current SDS with all samples
2. Client is responsible for ensuring that an adequate quantity of the sample in the appropriate containers is provided for analysis. Client should provide a signed copy of the quotation with the sample. The Supplier will not be held responsible for missing delivery dates if the sample quantities are insufficient.

4. Client’s Acts or Omissions. If Supplier’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Supplier shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

5. Payment Terms:
   1. Client shall pay all invoiced amounts due to Supplier within thirty (30) days from the date of Supplier’s invoice, or as otherwise agreed to in the Quote / Agreement Letter. Client shall make all payments hereunder by wire transfer, ACH or check in US dollars. Time stipulated for payment by this Section 5a is of the essence of this Agreement.
   2. Client shall pay interest on all overdue payments at the rate of 1.5% per month calculated daily and compounded monthly. Client shall reimburse Supplier for all costs incurred in collecting any overdue payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Supplier does not waive by the exercise of any rights hereunder), Supplier shall be entitled to suspend the performance of any Services or delivery of Any Service Reports if Client fails to pay any amounts when due hereunder and such failure continues for 30 days following written notice thereof.
   3. Client shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Supplier, whether relating to Supplier’s breach, bankruptcy or otherwise.

6. Limited Warranty:
   1. Supplier warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services.
   2. EXCEPT FOR THE WARRANTY SET FORTH IN SECTIONS 6(a) SUPPLIER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICE REPORTS OR SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
   3. The Supplier shall not be liable for a breach of the warranty set forth in Section 6(a) unless: (i) Client gives written notice of the defective Service Reports or Services, as the case may be, reasonably described, to Supplier within 7 days of the time when Client discovers or ought to have discovered the defect; (ii) if applicable, Supplier is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 6(a) to examine such Service Reports and Services; and (iii) Supplier reasonably verifies Client’s claim that the Service Reports or Services are defective.
   4. The Supplier shall not be liable for a breach of the warranty set forth in Section 6(a) if: (i) Client makes any further use of such Services or Service Reports after giving such notice; or, (ii) Client failed to follow Supplier’s oral or written instructions or advice.
   5. Supplier shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Supplier cannot cure such breach within a reasonable time (but no more than 30 days) after Client’s written notice of such breach, Client may, at its option, terminate the Agreement by serving written notice of termination.

7. Client’s Limited Right to Cancel:
   1. The Supplier will permit the Client to cancel an Order by sending written notice no later than 7 days after the date the Agreement was signed. Supplier has the right to invoice the Client for the costs incurred to date. If the Client requests cancellation after the seven days or the Supplier is in breach of contract, the Supplier has the right to invoice the Client for the total amount.

8. Limitation of Liability:
   1. IN NO EVENT SHALL SUPPLIER BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
   2. IN NO EVENT SHALL SUPPLIER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED 100% OF THE TOTAL OF THE AMOUNTS PAID TO SUPPLIER FOR THE GOODS AND SERVICES SOLD
   3. THE REMEDIES SET FORTH IN SECTION 8 (a) and (b) SHALL BE THE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND SUPPLIER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 6(a).
   4. Analytical data provided by the Supplier is limited in implication and relevance to the sample provided by Client. No report may be used to imply that the sample is representative of the mass or source from which it was taken unless expressly stated in writing by the Supplier.
   5. Where the Supplier needs to conduct work / provide services on site, the Supplier will not accept liability for the cost of repairing or replacing parts of the Client’s existing system which occurs due to faults in the Client system.

9. Compliance with Law. Client shall comply with all applicable laws, regulations and ordinances. Client shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

10. Termination. In addition to any remedies that may be provided under these Terms, Supplier may terminate this Agreement with immediate effect upon written notice to Client, if Client: (a) fails to pay any amount when due under this Agreement and such failure continues for 30 days after Client’s receipt of written notice of non-payment; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

11. Waiver. No waiver by Supplier of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Supplier. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

12. Confidential Information. All non-public, confidential or proprietary information of Supplier, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, reports, analysis, data, business operations, Client lists, pricing, discounts, or rebates, disclosed by Supplier to Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Supplier in writing. Upon Supplier’s request, Client shall promptly return all documents and other materials received from Supplier. Supplier shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Client at the time of disclosure; or (c) rightfully obtained by Client on a non-confidential basis from a third party.

13. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all Service Reports, documents, work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of the Supplier in the course of performing the Services[, including any items identified as such in the Order (collectively, the “Deliverables”) shall be owned by Supplier.

14. Force Majeure. The Supplier shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Supplier including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 10 Working Days, Client shall be entitled to give notice in writing to Supplier to terminate this Agreement.

15. Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Supplier. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.

16. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

17. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

18. Governing Law:
19. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.
20. b. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the courts of the State of Delaware. Client irrevocably consents jurisdiction of the Delaware, and to the service of process, pleadings and notices in connection with the arbitration proceeding. Judgment upon the arbitration award may be entered in any court having jurisdiction over the parties and/or their assets. The parties shall share equally in the administrative costs and fees of such arbitration proceedings but shall be responsible for their individual expenses otherwise incurred; however, if the arbitrator finds that a party acted unreasonably, the arbitrator shall be entitled to award reasonable attorneys’ fees and costs to the successful party, including expert witness fees.
21. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the face of the Agreement Letter/Quote or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with electronic confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
22. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the enforceability of any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to/the court may modify this Agreement to affect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
23. Survival. The provisions of this document shall be binding upon and inure to the benefit of the parties and their related representatives, agents, officers, directors, servants, heirs, administrators, executors, successors, assigns, shareholders, members and any other related person, firm, corporation, or business entity.
24. Amendment and Modification. These Terms may only be amended in writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.
25. Subcontractors. Nothing in this Agreement shall prevent Supplier from utilizing the services of any subcontractor as it deems appropriate to perform its obligations under this Agreement; provided, however, that Supplier shall require its subcontractors to comply with all applicable terms and conditions of this Agreement in providing such services and Supplier shall remain primarily liable to Client for the performance of such subcontractor.
26. General: If any provision of this document should prove to be void, all other provisions herein shall remain in effect