Ingot Check Terms & Conditions

Terms & Conditions for Ingot Check

This page tells you the terms and conditions on which we, AB Vista, provide Ingot Check (described below). Please read these terms and conditions carefully before requesting the services offered on our website. By registering on the Ingot Check Website to use Ingot Check, you agree to be bound by these terms and conditions.

You should print a copy of these terms and conditions for future reference. Please understand that if you do not accept these terms and conditions, you are not entitled to obtain any service using our website.

  1. Definitions
    1. In these Conditions (unless the context otherwise requires):
      AB Agri
      means AB Agri Limited (company number 193800, whose registered office is at Weston Centre, 10 Grosvenor Street, London, W1K 4QY);
      Agreement
      means the agreement between the User and AB Vista for the provision of Ingot Check (which incorporates these Conditions);
      AB Vista
      means AB Vista, a trading division of AB Agri;
      Business Hours
      mean Monday-Friday 9am-5pm UK time;
      Conditions
      means these terms and conditions;
      Ingot Check
      means the service involving supply of Samples and the online service offered via the Ingot Check Website for assessing Results and highlighting potential issues with the User’s NIR device or NIR Calibrations;
      Ingot Check Website
      means the website located at https://www.ingotcheck.com;
      NIR
      means Near Infra-Red Reflectance;
      NIR Calibrations
      means the NIR calibrations developed by AB Vista and/or either of their licensors;
      Results
      means predicted nutrient parameter values in respect of NIR spectra generated by an NIR device;
      Samples
      means the physical samples of either (a) feed & feed ingredients including ground wheat, soya, rape meal, maize germ and wheatfeed, or (b) flour and milling materials including bread flour, cake flour, wholemeal flour, wheat and co-products;
      Unique Account means
      the personal account that a User shall be required to set up in order to use Ingot Check, as further described in Condition 4 below;
      User
      means any user of Ingot Check, which may be an individual or company, as applicable;
      You
      means the User or any individual or company wishing to register to use the Feed Quality Service (and Your shall take its meaning accordingly).
    2. Words used in this EULA in the singular tense are to be read to include the plural and references to a person is to be read to include companies, partnerships and other similar undertakings.
  2. Formation of Agreement
    1. AB Vista provides Ingot Check subject to these Conditions which shall govern and be deemed to be incorporated into the Agreement between AB Vista and the User to the exclusion of all other terms and conditions. Any other terms and conditions referred to in any letter, form of agreement or other communication sent by the User to AB Vista shall not be binding on AB Vista. The acceptance or use of Ingot Check by the User shall indicate unqualified acceptance of these Conditions and the User’s agreement to be bound by these Conditions.
    2. No variation, amendment or waiver of these Conditions shall be valid unless expressly accepted in writing by a director of AB Vista.
    3. AB Vista reserves the right to amend these Conditions at any time by amending this page. Users are expected to check this page from time to time to take notice of any changes made. Any changes are binding on Users.
  3. Ingot Check
    1. AB Vista shall supply the User with the equivalent of five individual Samples per month. AB Vista may send the User 10 Samples every two months.
    2. Ingot Check consists of an on-line facility made available by AB Vista to provide Users with a report setting out the difference between the User’s Results and third party Results to highlight potential issues with the User’s NIR device or NIR Calibrations (the “Report”).
    3. AB Vista shall use its reasonable endeavours to respond to all enquiries surrounding Ingot Check but has the right to refuse provision of Ingot Check to a User at any time without cause.
    4. Users shall be responsible for (i) running NIR analysis on the Samples, thereby generating NIR spectra and (ii) uploading the Results onto the Ingot Check Website through their Unique Account. The Report will be generated and will be sent back to the User within one week of the start of the calendar month following the calendar month in which the Results were uploaded.
  4. On-line Accounts and Access to and Use of Ingot Check
    1. You may request to sign up to use Ingot Check on the Ingot Check Website by creating a user name and password, in which case (and provided your request has been approved by a duly authorised representative of AB Vista), the requested credentials can be used to access Your Unique Account and You can start using Ingot Check. The User is responsible for maintaining the confidentiality of their account and password and changing if appropriate.
    2. Access to the Ingot Check Website is permitted on a temporary basis, and AB Vista reserves the right to withdraw or amend Ingot Check at any time without notice. AB Vista will not be liable if for any reason the Ingot Check Website or Ingot Check is unavailable at any time or for any period and does not warrant that the operation of the Ingot Check Website will be uninterrupted or error free. From time to time, AB Vista may restrict access to some parts of the Ingot Check Website, or the entire Ingot Check Website, to Users.
    3. AB Vista has the right to terminate a User’s Unique Account at any time without cause.
    4. It is not permitted to establish a link to the Ingot Check Website from another site in such a way as to suggest any form of association, approval or endorsement. It is not permitted to frame the Ingot Check Website on any other site or to create a link to any part of the Ingot Check Website.
    5. Commentary and other materials posted on the Ingot Check Website are not intended to amount to advice on which reliance should be placed. AB Vista therefore disclaims all liability and responsibility arising from any reliance placed on such materials by any User or by anyone who may be informed of any of its contents.
    6. Users must not misuse the Ingot Check Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. Users must not attempt to gain unauthorised access to the Ingot Check Website, the server on which the Ingot Check Website is stored or any server, computer or database connected to the Ingot Check Website.
  5. Service Standards
    1. AB Vista shall provide Ingot Check with all reasonable care and skill and in accordance with good industry practice.
    2. The User accepts that the Report is based on the User’s Results and third party Results. As such, AB Vista cannot give any undertakings or assurances that the Report or any of the data within shall be accurate or reliable with respect to identifying any issues or problems with the User’s NIR device or calibrations.
    3. Each party shall comply with all legislation, statutes, regulations and other enactments having the force of law from time to time that is applicable to it in respect of the provision and commissioning of Ingot Check.
    4. In the event that you have any complaint or query in respect of Ingot Check, you should promptly contact AB Vista using the contact information given on Ingot Check. AB Vista shall respond to a complaint in accordance with its customer service policy and may, at its discretion, either refund the applicable price paid or re-supply the relevant service free of charge in the event that it determines that there has been a material fault or defect in the service provided to you.
  6. Liability
    1. If the User believes that AB Vista has provided Ingot Check in a defective manner it will immediately inform AB Vista explaining why it considers the service to be defective, and if AB Vista considers the User’s concerns to be legitimate, it will investigate, and may at its discretion repeat the relevant analyses to ascertain whether Ingot Check is defective.
    2. Except as set out in these Conditions, any conditions or warranties (whether express or implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise) are hereby expressly excluded to the fullest extent permitted by law. In particular, but without prejudice to the above, AB Vista expressly does not warrant that the Report or any data contained in the Report shall be completely accurate or reliable and AB Vista takes no responsibility whatsoever for the way in which the User uses the Report nor the consequences of the User’s use of or reliance on any of the data in the Report, that being entirely a matter for the User and not something that AB Vista has influence over or, in many cases, awareness of. The Report is not intended to be relied upon in isolation when the User is making any decision relating to its policies or practices and are intended to be used as one of a number of considerations in relation to which the User will make such decisions. The User accepts that all use of and reliance on the Report shall be at the User’s sole risk and that AB Vista shall not be liable, whether in contract, tort or otherwise, for the consequences of the User’s use of or reliance on the Report.
    3. Subject to Condition 6.5 and without prejudice to Condition 6.2, AB Vista’s total aggregate liability to any User in connection with (i) the Ingot Check Website; (ii) the use or inability to use Ingot Check; or (iii) the Report whether arising in contract, tort (including negligence) or otherwise howsoever will be limited to a maximum amount of £1500.
    4. Subject to Condition 6.5, AB Vista is not liable in contract, tort (including negligence), breach of statutory duty or otherwise for any losses or damages which may be suffered by the User (or any person claiming under or through the User) which fall within any of the following categories (a) loss of profit, sales, or savings; (b) loss of business opportunity, goodwill or reputation; (c) business interruption; (d) loss of, damage to or corruption of data or information and its consequences; (e) special damage (even if AB Vista was aware of the circumstances in which such special damage could arise) or (f) indirect or consequential loss or damage.
    5. Nothing in these Conditions excludes or limits AB Vista’s liability for death or personal injury caused by AB Vista’s negligence, fraud or fraudulent misrepresentation or any other liability that cannot be lawfully excluded or limited under English law.
    6. AB Vista shall not be liable for any failure to provide Ingot Check or make the Ingot Check Website available as a result of circumstances beyond its reasonable control (including, without limitation, the amendment or coming into force of any legal provision adversely affecting AB Vista in relation to the performance of Ingot Check, including any Economic Sanctions Law).
  7. Intellectual Property
    1. All material published on the Ingot Check Website (including all copyright, trademarks, database rights and other intellectual property rights contained therein) and all information calculated or generated from uploaded Results in the process of providing Ingot Check (including, without limitation, all information contained in the Report), is the property of AB Vista. AB Vista agrees not to identify the source of any uploaded spectra to any third party outside AB Agri. AB Vista grants Users a non-exclusive licence to use the Report for their internal purposes.
  8. Price and Payment
    1. The price payable for an annual subscription to Ingot Check is the price set out in the relevant quotation.
    2. You will be invoiced for your annual subscription to Ingot Check annually in advance and payment shall be made within 30 days of the invoice date. Without prejudice to AB Vista’s other rights, including those set out in Clause 8.3, AB Vista reserves the right to withhold the supply of Samples until it has received the subscription fee payable for the then current year.
    3. If any sum payable to AB Vista is not paid within seven days of its due date then (without prejudice to our other rights) AB Vista may:
      1. Charge interest on such sum on a day to day basis (before as well as after any judgement) at the rate of two percent above the UK base rate of Barclays Bank plc from time to time in force; and
      2. Suspend your rights to use the Ingot Check Website until payment has been made in full.
      Our current rates are exclusive of VAT or other sales tax, for which you will be responsible if payable.
  9. General
    1. A waiver of any right or remedy under the Agreement is only effective if given in writing. Any waiver by AB Vista of any breach, or any default under, any provision of Agreement by the User shall not be deemed a waiver of any subsequent breach or default and shall not affect the other terms of the Agreement.
    2. Subject to Condition 2.3, the Agreement may only be varied by the written agreement of both parties, and in the case of AB Vista must be signed by a duly authorised representative of AB Vista.
    3. If, in any particular case, any provision of these Conditions (or any part of any provision) shall be held to be invalid, illegal or unenforceable by any court or competent authority, or shall not apply to the Agreement, that provision or part-provision shall, to the extent required, be deemed to be deleted and the other terms and conditions shall continue in full force and effect and will not in any way be impaired. If any provision of these Conditions is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.
    4. AB Vista may assign the Agreement or sub-contract the whole or any part thereof. The User shall not attempt to assign, transfer, charge or otherwise deal with its rights or obligations under the Contract without the prior written consent of AB Vista.
    5. The rights and remedies of AB Vista under these Conditions shall be cumulative and no right or remedy of AB Vista set out in these terms and conditions shall be deemed to be in lieu of any other right or remedy.
    6. Nothing in these Conditions shall create or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties and no employee of one party shall be deemed to be or become an employee of the other party.
    7. Any notice or communication with AB Vista shall be delivered to the address set out below:
      AB Vista
      Woodstock Court
      Wiltshire
      SN8 4AU
      nirsupport@abvista.com
    8. The parties to the Agreement do not intend that any term of the Contract shall be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999.
    9. These Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.