Terms and Conditions

Terms and Conditions

General

The words “we”, “us”, and “our” refer to Consumables Analytical Laboratory, LLC (CAL). “You” are our client. Our agreement with you is comprised of the Standard Terms, written proposal or confirmation of services, our pricing documents, and one or more Chains of Custody that have been submitted with batch information that you have provided. You will relinquish samples to us for sampling and/or analysis. These activities will be governed by a signed Chain of Custody defining the scope of our work.

Our General Responsibilities:

  1. We agree to provide the professional services described in this agreement. We will provide you with written and/or electronic reports containing analytical results produced in conformance with established testing criteria. We will automatically provide results of the product analyzed to government agencies as required by regulation. If a government agency wishes copies of results for non-regulatory samples, we will comply with their request, but we will also inform you of their request. In performing our services, we will use that degree of care and skill ordinarily exercised under similar circumstances by reputable members of our profession practicing in the same locality.

  2. Tests and observations will be conducted using appropriate test procedures and laboratory protocols. If you direct the manner of making tests that varies from our standard or recommended procedures, you agree to hold us harmless from all claims, damages, and expenses arising out of your direction. We reserve the right to refuse any such requests, at which time we will return samples to your possession.

  3. All information regarding our services for you or any information that we receive from you, except for information that is in the public domain and except as we are required by law or by directive of a government agency will be held in confidence.

Your General Responsibilities:

  1. You will designate a representative who has authority to transmit instructions, receive information, and make decisions relative to our work.

  2. Unless prohibited by Contract between you and your client, you will provide additional existing information we request, which may be necessary for our satisfactory performance under each Chain of Custody. If you are unable to provide information that we need, we may terminate this Agreement or our work as to any Chain of Custody.

  3. You will respond in a reasonable time to our request for decisions, authorization for changes, additional compensation or schedule extensions.

Reports and Records:

  1. We will furnish electronic copies of each report to you. We will retain analytical and financial data for seven (7) years relating to the services performed following transmittal of our final report.

  2. If you do not pay for our services as agreed, you agree that we may retain all reports and work not yet delivered to you. You also agree that all reports and other work in your possession will be returned to us upon demand, and our work will not be used by you for any purpose whatsoever until it is paid for in full.

Delivery and Acceptance of Samples

Until we accept delivery of samples by notation on chain of custody documents or otherwise in writing accept the samples, you are responsible for loss of or damage to samples. Until so accepted, we have no responsibility as to samples.

Compensation

  1. Our pricing for the work is predicated upon your acceptance of the conditions and allocations of risks and responsibilities described in this Agreement. You agree to pay for services as stated in our proposal and accepted by you or according to our current standard pricing documents if there is no other written agreement as to price. An estimate or statement of probable cost is not a firm figure unless stated as such.

  2. Payment will be due at the time of sampling for first-time customers. Subsequently, credit will be offered to customers on a case by case basis. In that case, you agree to pay invoices within 10 days from receipt of the invoice. You agree to pay uncontested invoices on receipt and you agree to pay interest on unpaid balances beginning 11 days after invoice date at the rate of 1.5% per month, but not to exceed the maximum rate allowed by law.

  3. You agree to compensate us for our services and our normally reimbursable expenses if we are required to respond to legal process related to our services for you. Compensable services include hourly charges for all personnel involved in the response and attorney fees reasonably incurred in obtaining advice concerning the response, the preparation of the testifier, and appearances related to the legal process.

  4. If we are delayed by, or the period of performance is materially extended because of, factors beyond our control, or if project conditions or the scope or amount of work change, or if the standards or methods of testing change, we will give you timely notice of the change and we will receive an equitable adjustment of our compensation.

Risk Allocation, Disputes, and Damages

  1. Many risks affect us by virtue of entering into this Agreement to provide services. For you to obtain the benefit of a fee which includes a reasonable allowance for dealing with our liability, you agree that our aggregate liability for our negligent acts and omissions and for our non- intentional breach will not exceed the fee paid for our services or 25% of contract, whichever is greater, and you agree to indemnify us from all liabilities to others in excess of that amount. The limitation does not apply to losses arising from our gross negligence or intentional breaches of contract.

  2. Neither we nor you will be liable to the other for special, incidental, consequential, or penal losses or damages, including but not limited to those arising from delay, loss of use, loss of profits or revenue, or the cost of capital.

  3. We will not be liable to you for damages unless suit is commenced within two years of the date of injury or loss or within two years of the date of the completion of our services, whichever is earlier. In no event will we be liable to you unless you have notified us of the discovery of the claimed negligent act, error, omission or breach within 30 days of the date of its discovery and unless you have given us any opportunity to investigate and to recommend ways of mitigating your damages.

  4. In the event you fail to pay us within 60 days following the invoice date, we may consider the default a total breach of our Agreement and we may, at our option, terminate all of our duties without liability to you or to others.

  5. You and we agree that disputes will be submitted to “Alternative Dispute Resolution” (ADR) as a condition precedent to litigation and other remedies provided by law. Each of us agrees to exercise good faith efforts to resolve disputes through mediation unless we both agree upon another ADR procedure. All disputes shall be governed by the law of the place where our services are rendered.

  6. If either of us makes a claim against the other as to issues arising out of the performance of this Agreement, the prevailing party shall be entitled to recover its reasonable expenses of litigation, including reasonable attorneys’ fees. If we bring a lawsuit against you to collect our invoiced fees and expenses, you agree to pay our reasonable collection expenses including attorney fees of 33 percent of the amount recovered

Indemnities

  1. We will indemnify and hold you harmless from and against demands, damages, and expenses caused by our negligent acts and omissions and breach of contract and by the negligent acts and omissions and breach of contract of persons for whom we are legally responsible. You will indemnify and hold us harmless from and against demands, damages, and expenses caused by your negligent acts and omissions and breach of contract and by the negligent acts and omissions and breach of contract of persons for whom you are legally responsible.

  2. To the extent that may be necessary to indemnify either of us under Article, you and we expressly waive, in favor of the other only, any immunity or exemption from liability that exists under any worker compensation law.

Miscellaneous Provisions

  1. This Agreement constitutes the entire agreement between you and us, and it supersedes all prior agreements. Any term, condition, prior course of dealing, course of performance, usage of trade, understanding, purchase order conditions, or other agreement purporting to modify, vary, supplement, or explain any provision of this agreement is of no effect until placed in writing and signed by both parties subsequent to the date of this Agreement. In no event will the printed terms or conditions stated in a purchase or work order, other than a CAL Chain of Custody, be considered a part of this Agreement, even if the document is signed by both of us.

  2. If any of the provisions of this Agreement are held to be invalid or unenforceable in any respect, the remaining terms shall be in full effect and the Agreement shall be construed as if the invalid or unenforceable matters were never included in it. No waiver of any default shall be a waiver of any future default

  3. Neither you nor we shall have any liability for nonperformance caused in whole or in part by causes beyond our reasonable control. Such causes include but are not limited to Acts of God, civil unrest and war, labor unrest and strikes.

  4. This Agreement may be terminated in writing by either party by three days written notice. We shall be compensated for services rendered and expenses incurred in termination that cannot reasonably be avoided. You may stop our work by giving a written suspension directive, but once work has been suspended, we need not resume work until we agree to a change in scope, schedule, and compensation. Upon suspension or termination, we will use reasonable care to preserve samples provided that you agree to compensate us for any additional effort, but we shall have no responsibility for meeting holding time limitations after the effective time of a suspension or termination directive.