General Conditions of Analytical Services

1. 1 Application
2. 2 Definitions
3. 3 Quotations, orders and formation of contract
4. 4 Samples
5. 5 Performance of the Services and subcontracting
6. 6 Reports
7. 7 Complaints, repeat analysis and revision of Reports
8. 8 Retention and disposal
9. 9 Confidentiality
10. 10 Use of Reports and intellectual property
11. 11 Fees and payment
12. 12 Exclusions from scope
13. 13 Warranty
14. 14 Limitation of liability
15. 15 Indemnity
16. 16 Force majeure
17. 17 Suspension and termination
18. 18 Data protection
19. 19 Governing law, jurisdiction and general provisions

1 Application

1. 1.1 ANALYTON is a trading name of MAYDAY BRATISLAVA s. r. o., a limited liability company (spoločnosť s ručením obmedzeným) registered in the Slovak Republic under company number 55 784 232, with its registered office at Jaskový rad 13503/97B, 831 01 Bratislava — mestská časť Nové Mesto, Slovak Republic. That company is the Client's contracting party under every contract to which these General Conditions apply, and its full particulars are set out at the head of this document.
2. 1.2 These General Conditions apply to every quotation issued by ANALYTON, every order accepted by ANALYTON and every contract for analytical services concluded between ANALYTON and the Client, to the exclusion of any terms the Client seeks to impose or incorporate.
3. 1.3 A Client's purchase order conditions do not apply, and are not accepted by ANALYTON performing the Services or issuing an invoice.
4. 1.4 Any variation of these General Conditions is effective only if agreed in writing and identified as a variation of these General Conditions.
5. 1.5 Where a separate written agreement between the parties conflicts with these General Conditions, that agreement prevails to the extent of the conflict, and these General Conditions govern everything it does not address.
6. 1.6 These General Conditions may be amended for future orders. The version applicable to an order is the version in force on the date the order is accepted, identified by the reference and version number printed on this page.

2 Definitions

1. 2.1 "ANALYTON" means MAYDAY BRATISLAVA s. r. o., trading as ANALYTON, being the party issuing the quotation and the Report and contracting with the Client.
2. 2.2 "Subcontractor" means a specialist laboratory or service provider engaged by ANALYTON to perform part of the Services.
3. 2.3 "Services" means the determinations identified in the quotation accepted by the Client, and nothing else.
4. 2.4 "Determination" means a single analytical measurement performed by a stated method, reported as a stated quantity.
5. 2.5 "Sample" means the material submitted by the Client for analysis, including its container and any labelling.
6. 2.6 "Report" means the certificate of analysis issued by ANALYTON in respect of a Sample.
7. 2.7 "Raw Data" means the chromatograms, spectra, native instrument files and calculation records underlying a Report.
8. 2.8 "Client" means the party placing the order, whether on its own behalf or on behalf of a third party.

3 Quotations, orders and formation of contract

1. 3.1 Quotations are issued per Determination, per matrix and per number of units, and are valid for thirty days from issue unless a different validity is stated on the quotation.
2. 3.2 A quotation is an invitation to order and is not an offer capable of acceptance such that a contract arises without ANALYTON's acceptance of the order.
3. 3.3 A contract is formed when ANALYTON accepts the Client's order in writing. Acceptance of an order is at ANALYTON's discretion and may be declined without reason.
4. 3.4 Blends and multi-component products are quoted per component, because each component requires its own reference standard, its own identity confirmation and its own quantitation.
5. 3.5 A Determination added after a Sample has been booked in constitutes a new order. It may affect any working schedule previously indicated and is quoted separately.
6. 3.6 Prices are quoted exclusive of value added tax and any other applicable tax or duty, and exclusive of transport, insurance, customs charges and import fees in either direction.

4 Samples

1. 4.1 The Client warrants that the Sample may lawfully be despatched from its point of origin and lawfully received at its destination, that it is accurately and completely described on the accompanying documentation, and that it is not a substance for which a licence to possess is required.
2. 4.2 The Client warrants that it has disclosed in writing every hazard associated with the Sample known to it or which it ought reasonably to suspect, including toxicity, sensitisation, flammability, instability and biological hazard.
3. 4.3 The Client is responsible for the representativeness of the Sample in relation to any batch or consignment it is intended to represent. Where ANALYTON has not performed the sampling, a Report supports no statement about any material other than the Sample itself.
4. 4.4 The Sample must be despatched with the submission reference issued by ANALYTON, marked on both the outer packaging and the inner container. A consignment arriving without a reference cannot be attributed to a Client, an order or a chain of custody, and is not analysable evidence.
5. 4.5 The condition of the Sample on receipt is recorded and photographed before any container is opened. Where the Sample arrives damaged, leaking, thawed where cold chain was declared, or with a broken seal, ANALYTON notifies the Client and the Client decides whether analysis proceeds. If it proceeds, the condition on receipt is printed on the Report.
6. 4.6 The Client must submit sufficient material for the Determinations ordered. Where material is insufficient, the affected Determination is reported as not performed, with the reason, and is not charged.
7. 4.7 Analysis consumes Sample. Combustion elemental analysis, amino acid analysis, microbiological determination and content uniformity are wholly or partly destructive.
8. 4.8 Title to the Sample remains with the Client. Risk in the Sample passes to ANALYTON on receipt at the address notified with the submission reference, and passes back to the Client on despatch of any returned material.
9. 4.9 ANALYTON may decline to accept, or may return unanalysed, any Sample which it considers unsafe to handle, unlawful to hold, or outside the scope stated in Article 12.

5 Performance of the Services and subcontracting

1. 5.1 ANALYTON performs the Services with reasonable skill and care and by the methods identified in the quotation.
2. 5.2 The analytical work is performed principally by third-party specialist laboratories engaged by ANALYTON as Subcontractors. The Client's acceptance of these General Conditions constitutes consent to that arrangement.
3. 5.3 This is a deliberate structure rather than a limitation. No single facility holds every capability offered here: high-resolution mass spectrometry for identity, trace elemental analysis by ICP-MS, combustion or amino acid analysis for peptide content, bacterial endotoxin determination, and compendial sterility under aseptic conditions are held by different laboratories, and each requires its own instrumentation, its own competence and, where applicable, its own scope of accreditation. Each Determination is placed where the capability for that specific method on that specific matrix exists.
4. 5.4 ANALYTON selects and qualifies each Subcontractor, specifies the method to be applied, reviews the resulting data and issues the Report. Subcontracting does not relieve ANALYTON of any obligation under the contract. ANALYTON remains the Client's sole contractual counterparty, and the Client acquires no direct contractual right against any Subcontractor.
5. 5.5 The identity of a Subcontractor is commercially confidential and is not published, save where that Subcontractor has agreed in writing that it may be identified. Where such agreement is in place, ANALYTON may name that Subcontractor and reproduce its mark within the scope of the permission given. The identity of a Subcontractor is in every case stated on the Report where the applicable method or scope of accreditation requires it to appear, and is disclosed to the Client in writing on request.
6. 5.6 Any Subcontractor is bound by confidentiality obligations no less onerous than those in Article 9, and receives the Sample under the submission reference rather than under the Client's name.
7. 5.7 ANALYTON may reallocate work between Subcontractors, or perform a Determination itself, at its discretion and without notice, provided the method identified in the quotation is applied.
8. 5.8 Where a method is changed after the order is accepted, the Client is notified in writing before the Determination is performed.
9. 5.9 Where a Determination falls within a scope of accreditation, the Report identifies which Determinations fall inside that scope and which fall outside it. Accreditation attaches to a method applied to a matrix and never to a laboratory in general.
10. 5.10 Working schedules communicated to the Client are estimates and are not of the essence, save where a date has been agreed in writing and expressly identified as binding. Microbiological Determinations cannot be shortened, because incubation duration is fixed by the method.

6 Reports

1. 6.1 A Report states that the Determinations identified on it were performed on the Sample described on it, and reports the results obtained. Its scope is the Sample.
2. 6.2 A Report identifies the Determinations that were not performed alongside those that were, so that the absence of a result is legible as an absence rather than as a clean result.
3. 6.3 A Report is issued electronically to the address notified by the Client on the order, and is deemed delivered on despatch.
4. 6.4 A Report is not an approval, an endorsement, a marketing authorisation, a certification, a safety assessment, or a determination that any substance may lawfully be manufactured, imported, marketed, supplied or administered in any jurisdiction. Those are regulatory questions, and an analytical result does not answer them.
5. 6.5 A Report expresses no opinion on the fitness of any material for any purpose, and no opinion on the Client's compliance with any specification, standard or law except where a specification supplied by the Client is expressly reproduced on the Report and results are stated against it.
6. 6.6 Every Report carries a report number and a verification key by which its existence, date of issue and current status can be confirmed.

7 Complaints, repeat analysis and revision of Reports

1. 7.1 A complaint about a Report must be made in writing, quoting the report number, within thirty days of the date of issue. After that period the Report is treated as accepted, save in respect of a defect that could not reasonably have been discovered within that period.
2. 7.2 On a complaint, ANALYTON reviews the Raw Data underlying the result and reports the outcome of that review to the Client in writing.
3. 7.3 Where a Determination is found to have been performed or reported incorrectly, it is repeated at no charge on retained Sample where sufficient material remains, and otherwise on newly submitted Sample.
4. 7.4 Where a repeat analysis requested by the Client confirms the original result, the repeat is charged at the applicable rate. Where it does not confirm the original result, no charge is made.
5. 7.5 A Report found to contain an error is withdrawn and superseded by a corrected Report bearing a new report number and a reference to the Report it supersedes. Reports are not amended in place.
6. 7.6 A withdrawn Report remains in the register marked as withdrawn, together with a pointer to the Report that replaced it. The Client must not continue to circulate a withdrawn Report once notified of its withdrawal.
7. 7.7 Analytical variability is not of itself an error. A difference between two results obtained by different laboratories, or by the same laboratory on different units, falls to be assessed against the stated measurement uncertainty of the method.

8 Retention and disposal

1. 8.1 Raw Data is retained for five years from the date of the Report and is reissued to the Client on request. This obligation is what makes a disputed result checkable rather than a matter of opinion, and it is not qualified by any charge for the Raw Data package.
2. 8.2 Residual Sample is retained for ninety days from the date of the Report where the stability of the material permits, and is then disposed of in accordance with the applicable waste rules. Material that is unstable at the available storage temperature is not retained beyond the point at which retention would be misleading.
3. 8.3 Reports are retained for ten years, so that a Report presented years after issue can be verified against the register.
4. 8.4 Retention beyond these periods, or return of residual Sample to the Client, may be agreed in writing in advance and is charged at cost.
5. 8.5 The Client is responsible for the cost of returning residual Sample and for the lawfulness of its receipt at the destination.

9 Confidentiality

1. 9.1 Results are disclosed to the Client and to no other party. ANALYTON does not publish Client results, does not name a Client as a reference without written permission, and does not aggregate Client data into any published figure from which a Client, a Sample or a batch could be identified.
2. 9.2 Where any part of the Services is subcontracted, the Subcontractor receives the Sample under the submission reference and does not receive the Client's identity or contact details.
3. 9.3 Each party keeps confidential the other's non-public information disclosed in connection with the Services, and uses it only for the purposes of the contract. The obligation survives termination for five years.
4. 9.4 The obligation does not apply to information which is or becomes public otherwise than through breach, was lawfully held before disclosure, or is independently developed.
5. 9.5 Disclosure to a public authority is made only where legally compelled. Where ANALYTON is compelled to disclose, it notifies the Client in advance unless notification is itself prohibited.

10 Use of Reports and intellectual property

1. 10.1 The Client may reproduce and distribute a Report in full, including for commercial purposes, and no separate licence is required.
2. 10.2 A Report must not be reproduced in part. A reproduction omitting the scope statement, the Determinations not performed, the methods used, or the stated limits of those methods, misrepresents the result and is not authorised by clause 10.1.
3. 10.3 The Client must not alter a Report, must not represent a Report as relating to material other than the Sample described on it, and must not use a Report in a way that states or implies that ANALYTON endorses, approves or certifies any product, business or claim.
4. 10.4 The Client must not use the ANALYTON name or marks other than by accurate attribution of a Report, without prior written consent.
5. 10.5 Methods, procedures, calculation approaches and know-how used in performing the Services remain the property of ANALYTON or its licensors. Nothing in the contract transfers any right in them.
6. 10.6 The results contained in a Report belong to the Client, subject to ANALYTON's right to retain and use the Raw Data for the purposes of Articles 8 and 9.

11 Fees and payment

1. 11.1 Unless account terms are agreed in writing, the Services commence on receipt of both the Sample and payment in full.
2. 11.2 Payment is accepted by card, by SEPA or SWIFT bank transfer, and in Bitcoin, Ethereum, USDT and USDC. Card payments are handled by the payment provider; ANALYTON does not receive or store card details. Invoices denominated in digital assets are issued in US dollars and settled at the rate stated on the invoice, which is valid for the period the invoice states.
3. 11.3 Where account terms are agreed, invoices are payable within fourteen days of the invoice date without set-off or deduction.
4. 11.4 Overdue sums bear interest at the statutory rate applicable to late payment in commercial transactions, accruing daily from the due date until payment.
5. 11.5 A Determination that cannot be performed because the Sample is insufficient, unsuitable, not chromatographable, or otherwise outside the capability confirmed at quotation, is reported as not performed with the reason and is not charged. Determinations already completed on the same Sample are charged.
6. 11.6 Where an order is cancelled by the Client after the Sample has been booked in, Determinations already commenced are charged in full and Determinations not commenced are not charged.
7. 11.7 ANALYTON may suspend performance and withhold Reports while any sum is overdue.

12 Exclusions from scope

1. 12.1 ANALYTON does not accept clinical or diagnostic specimens of human or animal origin, including blood, tissue, urine and swabs.
2. 12.2 ANALYTON does not perform testing intended to inform the diagnosis or treatment of any individual.
3. 12.3 ANALYTON does not perform forensic work, and does not accept engagements where the result is intended to be tendered as evidence in legal or disciplinary proceedings.
4. 12.4 ANALYTON does not accept controlled substances or any material for which a licence to possess is required.
5. 12.5 ANALYTON does not act as sponsor, applicant or responsible person for any regulatory dossier, and does not accept engagements requiring it to be named in that capacity.
6. 12.6 ANALYTON gives no advice on the regulatory status of any substance in any jurisdiction, and any statement by ANALYTON on such a matter is not to be relied on as advice.

13 Warranty

1. 13.1 ANALYTON warrants that the Services will be performed with reasonable skill and care, by the methods identified in the quotation, and that Reports will accurately state the results obtained.
2. 13.2 ANALYTON gives no warranty that a Determination will detect any particular substance. Every method has a limit of detection and a defined blind spot, and a Report states them.
3. 13.3 ANALYTON gives no warranty as to any material other than the Sample, and no warranty that the Sample is representative of any batch where ANALYTON did not perform the sampling.
4. 13.4 All conditions, warranties and terms implied by statute or common law are excluded to the fullest extent permitted by law, save as set out in clause 14.4.

14 Limitation of liability

1. 14.1 ANALYTON's total aggregate liability arising out of or in connection with a Report or the Determinations reported on it, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the lesser of the loss actually suffered by the Client as a direct result and the fees paid by the Client for the Determination concerned.
2. 14.2 ANALYTON is not liable for loss of profit, loss of revenue, loss of contract, loss of goodwill, product recall costs, business interruption, or any indirect or consequential loss, however arising.
3. 14.3 ANALYTON is not liable for any decision taken by the Client or by any third party on the basis of a Report, nor for the fitness of any material for any purpose, nor for the regulatory status of any substance.
4. 14.4 Nothing in these General Conditions excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be excluded or limited.
5. 14.5 No claim may be brought more than one year after the date of the Report to which it relates.
6. 14.6 The limits in this Article reflect the fees charged for the Services and the fact that the value of the material analysed, and of the decisions taken on the strength of the result, is typically many times those fees. The Client is best placed to insure that exposure.

15 Indemnity

1. 15.1 The Client indemnifies ANALYTON against all claims, losses, damages, costs and expenses arising from any breach of the warranties in Article 4, in particular from an undisclosed hazard associated with a Sample or from a Sample that was unlawful to despatch, hold or receive.
2. 15.2 The Client indemnifies ANALYTON against all claims, losses, damages, costs and expenses arising from any use of a Report in breach of Article 10.

16 Force majeure

1. 16.1 Neither party is liable for failure or delay in performance caused by an event beyond its reasonable control, including act of God, fire, flood, epidemic, war, civil disturbance, industrial action, failure of utilities, failure of transport or customs networks, and act or omission of a public authority.
2. 16.2 Failure of a Subcontractor caused by such an event is treated as an event beyond ANALYTON's reasonable control, provided ANALYTON takes reasonable steps to place the work elsewhere.
3. 16.3 Where such an event continues for more than sixty days, either party may terminate the affected order on written notice, and ANALYTON refunds fees paid for Determinations not performed.

17 Suspension and termination

1. 17.1 Either party may terminate a contract immediately on written notice where the other commits a material breach which is not remedied within thirty days of written notice requiring its remedy, or becomes insolvent, enters liquidation or has an administrator or receiver appointed.
2. 17.2 ANALYTON may suspend or terminate performance immediately where it becomes aware that a Sample is unlawful to hold, is unsafe to handle, or falls within Article 12.
3. 17.3 Termination does not affect any right or liability accrued before termination, and Articles 6, 8, 9, 10, 11, 14, 15 and 19 survive it.

18 Data protection

1. 18.1 Each party complies with applicable data protection law in respect of personal data processed in connection with the Services.
2. 18.2 The personal data ANALYTON processes, the legal bases on which it does so, the retention periods and the rights available are set out in the privacy notice published on this site.
3. 18.3 Analytical results describe material and are not ordinarily personal data. Where the Client is a natural person, the association between that person and a Sample is treated as confidential under Article 9 as well as under data protection law.

19 Governing law, jurisdiction and general provisions

1. 19.1 These General Conditions and any contract incorporating them are governed by the law of the Slovak Republic.
2. 19.2 The courts of the Slovak Republic have exclusive jurisdiction, without prejudice to any mandatory protection available to a Client who is a consumer under the law of that consumer's habitual residence.
3. 19.3 Before commencing proceedings, the parties will attempt in good faith to resolve the dispute in writing, beginning with the complaint procedure in Article 7.
4. 19.4 If any provision is held unenforceable, it is severed and the remainder continues in force.
5. 19.5 Failure or delay in enforcing a provision is not a waiver of it.
6. 19.6 Neither party may assign the contract without the other's written consent, save that ANALYTON may assign to a successor to its business.
7. 19.7 These General Conditions, together with the quotation and any written variation, constitute the entire agreement and supersede all prior representations, save that nothing excludes liability for fraudulent misrepresentation.
8. 19.8 Nothing in the contract creates a partnership, agency or employment relationship, and no third party may enforce any term of it.