Commercial

Customer Terms & Conditions

Last Updated: November 2026

These Terms & Conditions govern the supply of goods and services by Waterfall & O'Brien Ltd. and form part of any agreement between Waterfall & O'Brien and its customers unless otherwise agreed in writing.

  1. DEFINITIONS
    1. In these Conditions the following words and expressions shall have the following meanings:
      • Act means the Data Protection Act 1998;
      • Business Day means any and all days from Monday to Friday (inclusive) in any week but excluding English bank holidays or public holidays;
      • Commencement Date means the date on which the Contract comes into force, as more particularly defined in Condition 2.3;
      • Conditions means the terms and conditions of purchase set out in this document;
      • Confidential Information means any commercial or technical information in whatever form which is disclosed (whether before, on or following the date of the Order, and whether in writing or orally) by one party to the other party and which is identified as being confidential at the time of disclosure or which would be regarded as being confidential by a reasonable business person, including, without limitation, all business, statistical, financial, marketing and personnel information, customer or supplier details, know-how, designs, operations, processes, plans, intentions, product information, prices, market opportunities, transactions, affairs, trade secrets or software of the disclosing party and/or its customers, suppliers, or clients;
      • Contract means any contract between the Customer and the Supplier for the purchase of the Goods by the Customer and/or the receipt of the Services by the Customer as more particularly defined in Condition 2;
      • Control means as defined in section 1124 of the Corporation Tax Act 2010;
      • Customer means the legal entity so described in the Order which shall include any successors and assigns;
      • Delivery Address means the address stated on the Order;
      • Goods means the goods (including any instalment of the goods or any part of them) specified on the Order to be supplied to the Customer by the Supplier;
      • Group means any and all Parent Undertakings or Subsidiary Undertakings of the Customer and each and any subsidiary of a Parent Undertaking of the Customer. Parent Undertaking and Subsidiary Undertaking shall have the meanings given to them in section 1162 of the Companies Act 2006 and references to the Customer Group shall be construed accordingly;
      • Intellectual Property Rights means all intellectual and industrial property rights including patents, know-how, registered trademarks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trademarks, rights to prevent passing off for unfair competition, copyright, database rights, topography rights and any other rights in any invention, discovery or process, in each case in the United Kingdom and all other countries in the world and together with all renewals and extensions;
      • Normal Working Hours means 8.30am to 5.00pm on any Business Day;
      • Order means the Customer's purchase order (whether submitted via a portal, by email, paper form or otherwise) which is placed on the Supplier and to which these Conditions apply;
      • Price means the price payable for the Goods and/or Services as specified on the Order;
      • Product means the goods/services (if any) which the Customer receives from the Supplier and which are specified on the Order;
      • Supplier means the person so described on the Order;
      • Service Point means (if applicable) the place at which the Services are to be performed as specified on the Order;
      • Specification means those plans, drawings, data, requirements or other information as specified on the Order and with which the Goods and/or Services are required to comply and
      • Value Added Tax or VAT means value added tax as defined in the Value Added Tax Act 1994.
    2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
    3. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
    4. Any reference to writing or written excludes fax and email.
    5. A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
  2. QUOTATIONS & ACCEPTANCE OF ORDERS
    1. These Terms and Conditions (the "Conditions") are supplied by Waterfall & O’Brien Limited (hereafter referred to as "WoB") to the person, firm or company (the “Customer”) named in the quotation or order acknowledgement (the Purchase Order”) and shall be incorporated into each Purchase Order to form a contract (the "Contract") for the purchase of goods and/or services (collectively the "Product") from WoB. In the event of a conflict between the Purchase Order and these Conditions, the Purchase Order shall prevail.
    2. In the event of WoB entering into a bespoke agreement with the Customer, including but not limited to a Statement of Work, Service Agreement or Collaboration Agreement, such bespoke agreement will prevail.
    3. WoB shall be bound by a Purchase Order only if it is issued on WoB's standard Order Acknowledgement form and signed by a duly authorised representative. No addition, variation or exclusion shall be binding unless agreed in writing and signed by a duly authorised representative of WoB
    4. The submission of a Purchase Order by WoB constitutes an offer to the Customer to supply the Product, subject to these Conditions. Accordingly, any acceptance of the Purchase Order by the Customer shall create an agreement between the parties pursuant to the Contract.
    5. The execution of the Purchase Order by WoB, or the commencement of work or delivery of the Product, constitutes acceptance of the Contract by the Customer.
    6. Prior to WoB’s acceptance, the Customer reserves the right to revoke the Purchase Order without liability to WoB.
    7. WoB retains the right to amend or vary the Contract, at any time including, but not limited to quality, quantity, delivery and design.
    8. In the event that an amendment is made, WoB will evaluate and immediately inform the Customer of any consequences, including but not limited to, the cost and delay of delivery. WoB shall not action any amendment until the Customer has approved the consequences in writing.
  3. DESCRIPTIONS, DRAWINGS & SPECIFICATIONS
    1. All descriptions, drawings, specifications, representations and other particulars furnished by WoB in catalogues, price lists and elsewhere (whether verbally or in writing) are given for general information only and are not binding upon WoB.
  4. PRICES & PAYMENT
    1. The Product will be delivered at the price and the VAT ruling on the date the Purchase Order or agreement is received.
    2. All product and service prices (the “Charges”) quoted are exclusive of Value Added Tax.
    3. Quotations expressed in a proposal remain open for acceptance by the purchaser within the period stated in the quotation, or if no period is stated, within sixty (60) days of the quotation irrespective of when the quotation is received by the purchaser.
    4. WoB reserve the right to make an additional charge to cover the cost of travel and accommodation that may be required to complete the Purchase Order.
    5. Liability for payment of the Charges shall arise upon completion of whole or part of the Purchase Order under the Contract (or as otherwise agreed in writing between WoB and the Customer), whether pursuant to submission to WoB of a sample or any document whatsoever, WoB will issue invoices in respect of the Charges payable by the Customer prior to the relevant payment date.
    6. The Product or an item of the Product will be deemed to be completed and the relevant element of the Contract price to be due and payable forthwith:
      1. when WoB issues a written notice to the Customer confirming such completion; or
      2. if WoB is available to perform the services under the Contract but is prevented from doing so at the time agreed for the provision of the services by reason of the lack of relevant assistance from the Customer (such as lack of availability of test components from the Customer) and/or by reason of the condition or accessibility of the Customer’s premises on the site at which the services are to be provided and/or the facilities at or the services available therein.
    7. Payment of the Charges must be made within thirty (30) days after the earlier of the date of invoice or the provision of the Product (or item of the Contract). No payment shall be deemed to have been received until WoB has received cleared funds. Time for payment shall be of the essence
    8. Charges remaining unpaid after the due date shall bear interest from the due date for payment until the day payment is received at the statutory rate of interest for late payment from time to time, such interest accruing from month to month. Without prejudice to any other rights or remedies of WoB any default by the Customer in making payment on the due date shall entitle WoB to suspend services under this or any other contract so long as the default continues and to treat this Contract as repudiated by the Customer if the Customer has not within 14 days of receiving written notice from WoB paid all sums due to WoB.
    9. No payments may be withheld nor any counterclaims of the Customer be set off against any payment due hereunder without the written consent of WoB.
    10. Expenses, if any, will be invoiced monthly in arrears.
  5. SERVICE LEVELS
    1. WoB will use reasonable endeavours to;
      1. ensure that all samples are analysed and the results of such analysis notified to the Customer;
      2. ensure that all samples are analysed in accordance with best analytical practices;
      3. ensure that its staff whilst on premises under control of the Customer will act responsibly and in accordance with safe working procedures;
      4. ensure that commercially sensitive information relating to the business and activities of the Customer which are known to WoB and the staff of WoB as a consequence of the services provided by WoB are not divulged to any third party without prior written approval from the Customer
    2. Any special analytical procedures set out in WoB’s quotation shall not be varied without the prior written agreement between the Customer and WoB.
    3. WoB reserves the right to reject any samples which in its opinion by reason of its nature, volume or presentation is not such as to permit WoB to conduct an adequate analysis
  6. CUSTOMER OBLIGATIONS
    1. The Customer shall;
      1. take, bottle, store and transport samples prior to delivery to WoB in accordance with relevant International Sampling and Sample Handling Procedures and WoB shall deem that this obligation has been met unless it becomes aware of facts to suggest otherwise;
      2. unless otherwise agreed be responsible for the delivery of all samples and materials to the laboratory specified by WoB;
      3. clearly and accurately label all samples and materials delivered to WoB with the analysis required, a unique identification reference and the time and date on which the sample was taken;
      4. if notified of a failure to meet the standard set out in subsection (6.1.1) above, confirm to WoB whether the Customer wishes to proceed with the analysis within the time specified for a response, in default of which, WoB will proceed with the analysis and the results of the analysis will contain a notification that the result may not be reflective of concentration present at the time of sampling;
      5. ensure that reasonable notice of bottle requirements/collection arrangements is given during normal working hours;
      6. notify WoB if the analysis is required for legal proceedings prior to WoB carrying out the analysis. For such purposes, the Customer should prepare a chain of custody document (in a form agreed by WoB) to be signed by WoB as acknowledgement of receipt;
      7. provide WoB with such quantities of samples for analysis and in such forms as WoB requires. The Customer shall submit a full schedule with the samples together with any other relevant information likely to be useful during analysis, in particular, without limitation, where the Customer has any suspicion that there may be present in the sample substances hazardous to health or dangerous to employees, servants or agents of WoB.
    2. The Customer fully indemnifies WoB against all claims, demands, actions, proceedings and all damages, losses, costs and expenses which are made or brought against or incurred or suffered by WoB directly or indirectly and whether wholly or partly resulting from the Customer’s failure to comply with its obligations under these Conditions or under the Contract.
    3. If access to the Customer’s premises is necessary for the fulfilment by WoB of its obligations under the Contract, the Customer shall allow WoB full access and if such access is hindered or prevented, then WoB shall have the right to terminate the Contract immediately without prejudice to its rights to charge in respect of services rendered up to the date of such termination.
    4. If the Customer, acting reasonably, suspects that any samples may contain substances hazardous to human health, it shall take steps to notify WoB of its suspicions prior to delivery of any such samples. This clause will not operate to override any specific instructions stipulated by WoB and is meant to act as a failsafe mechanism.
  7. INTELLECTUAL PROPERTY, CONFIDENTIALITY & DESIGN IMPROVEMENTS
    1. WoB reserves the right at any time without prior notice to make such changes in design, construction, composite material layout or equipment as it in its absolute discretion deems appropriate.
    2. All intellectual property rights (including, without limitation, patents, registered and unregistered designs, trademarks and service marks (registered or not) and copyright and any applications for them) (“Intellectual Property”) created by WoB in the course of the performance of the Contract or otherwise created or used in the provision of the services shall remain WoB’s property.
    3. Subject to the payment of all Charges under the Contract, WoB agrees to grant to the Customer an irrevocable, royalty free copyright licence to use and reproduce the Intellectual Property contained within the analytical results provided to the Customer as part of the Contract. WoB shall not be liable for the use of such documentation other than for the purposes intended under the Contract, or for any use or reliance by third parties.
    4. WoB shall have no liability to the Customer in respect of any actual or alleged infringement of any intellectual property right of third parties in relation to the services specified in the order or their testing, except to the extent (if any) that such infringement occurs by reason of the design of WoB.
    5. Both parties shall keep and procure to be kept secret and confidential all information disclosed or obtained as a result of the relationship of the parties under the Contract and shall not use or disclose the same save for the purposes or the proper performance of the Contract or with the prior written consent of the other party; except that this obligation of confidentiality shall not extend to any matter which can be shown to be part of the public domain other than as a result of a breach of the obligations of confidentiality under this Contract; or where any applicable law requires the disclosure of the relevant matter
  8. CANCELLATION, SUSPENSION & TERMINATION
    1. Subject only to clause 8.2, the Customer can only terminate a Contract (or any part of a Contract) with WoB’s prior written agreement. The Customer shall be liable to indemnify WoB in full in respect of any direct or indirect losses (to include but not be limited to economic loss including loss of profits) it incurs as a result of such termination.
    2. If for any cause beyond its control, WoB is unable to perform any of its obligations under the Contract WoB may by notice in writing to the Customer terminate the Contract or suspend the Contract in respect of any one or more part or parts of its obligations without liability for any loss or damage thereby incurred by the Customer
  9. LIABILITIES, CONDITIONS & WARRANTIES
    1. All Conditions and warranties whether expressed or implied by statute or otherwise shall be construed subject to these Conditions and insofar as they are inconsistent therewith, shall be excluded to the fullest extent allowed by law.
    2. If WoB fails to perform the services (or any part thereof) due to a breach of its obligations under this Contract, the Customer shall be entitled to require WoB to remedy such breach by re-executing the relevant part of the services without additional charge up to the amount of the charges received by WoB for the provision of such services.
    3. WoB will use reasonable endeavours to meet any date quoted by WoB for completion of services but any date named by WoB for completion is given and intended as an estimate only and is not to be of the essence of the contract. WoB shall not be liable in any way in respect of late completion of the services howsoever caused, nor shall such late completion be deemed to be a breach of contract.
    4. Any exclusion or limitation of liability in these Conditions or the Contract shall not apply in the case of liability for fraudulent misrepresentation, death or personal injury resulting directly from WoB’s negligence.
    5. Save for any liability for death or personal injury arising from WoB’s negligence or fraudulent misrepresentation (which is not excluded), WoB’s total aggregate liability in respect of any loss or damage sustained by the Customer, whether for negligence or breach of contract or otherwise, shall in no event exceed the value of the services provided under this Contract as set out in the quotation for the provision of services. WoB confirms and the Customer acknowledges that the services are specifically costed on the basis that this clause applies.
  10. SUB-CONTRACTING & THIRD PARTIES
    1. If WoB recommends that the Customer should engage other laboratories to carry out particular services, then WoB shall not be held liable for the performance of such services by such recommended parties.
    2. WoB shall be entitled to sub-contract any of the services under the Contract if it anticipates that it will be unable to meet the timescale set out in the Contract or if a particular determinant cannot be analysed inhouse. In any other circumstances, WoB will not sub-contract any of the services without the Customer’s written agreement (such agreement not to be unreasonably withheld or delayed). The Customer is not entitled to assign the benefit of any Contract.
    3. The Contract (Rights of Third Parties) Act 1999 shall not apply to any Contract and no third party shall have the benefit of the right to enforce these Conditions.
  11. BREACH BY OR INSOLVENCY OF THE CUSTOMER
    1. WoB shall have the right forthwith to terminate this and any other Contract with the Customer but without affecting any other claim, right or remedy of WoB against the Customer, if:
      1. the Customer fails to comply with any of its obligations to WoB under this or any other Contract; or
      2. upon the occurrence of any of the following events: a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer; or an application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the Customer; or a floating charge holder over the assets of the Customer has become entitled to appoint, or has appointed, an administrative receiver; a person becomes entitled to appoint a receiver over the assets of the Customer, or a receiver is appointed over the assets of the Customer; or the Customer commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors; or the Customer, (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or is made bankrupt or (being a partnership) has any partner to whom any of the foregoing apply.
  12. FORCE MAJEURE
    1. Neither WoB nor the Customer shall be liable for a failure to perform arising from any causes or events beyond the control and without the fault or negligence of WoB and/or the Customer and without prejudice to the generality of the foregoing to include acts of God or a public enemy, acts of the Government of WoB’s or Customer’s country or any public authority or governmental agency in either country, acts of any person engaged in subversive activity or sabotage, fires, floods, explosion or other catastrophes, epidemics or quarantine restrictions, power outages, major equipment failure, strikes, slowdowns, lockouts, or labour stoppages or disputes of any kind, freight embargoes, unusually severe weather or delays of the Customer due to any of the above causes or events.
    2. In the event of a failure by the Customer to perform arising under sub-paragraph (a) of this clause, WoB shall be entitled to delay its obligations of supply for a period up to and including 30 days in which case all obligations including payment provisions under this Contract shall apply.
    3. This contract shall be governed and construed according to English Law. Waterfall & O’Brien reserves the right to change these conditions without prior written notification.