TERMS OF SERVICE – INTEGRATED LABS LLC.
By ordering services from Integrated Labs, LLC (“Company”), whether through a written or online order, quotation, purchase order, order placed by telephone, email or otherwise (each, an “Order”), the customer identified on the applicable Order (“Customer”) agrees to be bound by the following terms and conditions of service (these “Terms”):
Acceptance of Orders.
All Orders are subject to acceptance by Company in writing. No terms and conditions of any letter, purchase order, invoice or other document submitted by Customer in connection with an Order shall amend, add to or modify these Terms. Any terms of Customer are hereby expressly rejected. No failure by Company to object to such terms or conditions shall be deemed to be a waiver of this provision. Company reserves the right to amend these Terms from time to time and will provide written notice of same to Customer.
Services, Prices and Changes.
The analytical services covered by these Terms are those specifically identified in an Order accepted by Company (the “Services”). Customer will ensure that all Orders are accompanied with sufficient and accurate information, specifications and instructions to enable Company to evaluate and perform the requested Services. Company will charge for services based on the quotation provided in the applicable Order, of if no charge is agreed to in advance, Company will charge based on its price list for the Services provided. Company reserves the right to change its price list for any of the Services at any time on written notice to Customer, which will take effect with respect to Orders of Customer that have not already been accepted by Company. All prices are in US dollars unless otherwise indicated. Company may make changes to or discontinue the Services at any time, but shall provide Customer with notice if any such changes affect Services subject to a pre-existing and unfulfilled Order. In such event, Company shall use reasonable efforts to substitute a Service of Company reasonably acceptable to Customer failing which either party may cancel all or any portion of a pre-existing and unfulfilled Order by giving written notice to the other party and neither party shall be liable to the other for any damages that may result from such cancellation. Any changes to the Services once mutually agreed-upon will require an amended order which may include a change in estimated delivery dates and fees. Any request for additional Services by Customer may postpone delivery dates. No Services may be canceled by Customer once testing has been initiated.
Payment.
Customer shall pay Company the invoiced price plus all taxes, duties or other governmental charges of a similar nature (collectively, “Taxes”). Unless otherwise stated in the applicable Order, payment is due in advance of Services being performed by Company. Customer may not make deductions or offsets of any kind from payments due to Company. If any invoiced amounts are not paid within thirty (30) days of the applicable due date, Customer shall be in arrears and such amounts shall bear interest until paid in full at a rate of 1.5% per month calculated and payable monthly or the maximum rate allowable by law, whichever is less. In addition, Company may, without waiving any other rights or remedies to which it may be entitled: (i) deduct or offset any unpaid amounts against any payments owing from Company to Customer; (ii) refuse to perform ordered Services; and/or (iii) seek collection from Customer of any unpaid amounts. Customer shall reimburse Company for all legal fees and collection costs and expenses incurred in connection with such collection efforts. Customer is not permitted to deduct, offset or defer payment of any sums due to Company.
Duties of Customer in Delivering Samples.
Customer must provide a sufficient quantity of samples to meet analysis requirements and to permit Company to re-perform testing should Customer so choose. Customer’s failure to provide a sufficient quantity of samples will result in Company’s inability to perform the Services.
Customer is responsible for the proper delivery of samples sent to Company for the Services. The samples delivered to Company for the performance of the Services must be in a condition that makes performance of the Services possible. Customer shall provide instructions for the proper storage condition of samples (ambient, refrigeration, freezer, etc.) with sample shipment and/or as notated on order form. Company is entitled to conduct an initial examination of the samples to check their condition before testing or otherwise performing Services. Customer shall bear the costs of this initial examination. If the result of the initial examination is that an analysis is impossible or is possible only under more difficult conditions than originally anticipated (e.g., contamination with foreign materials or other degradation), Company shall be entitled to terminate or suspend the affected Order(s) and Company shall be permitted to charge Customer for such examination.
Customer warrants to Company that no sample poses any unreasonable danger to Company’s premises, instruments, personnel or representatives, including during transit, storage, in the laboratory or otherwise. It is Customer’s responsibility to insure compliance with hazardous waste regulations, including labeling, transportation and disposal requirements. Customer shall inform Company personnel about health and safety concerns that samples may pose, including any known or suspected toxin or other contaminant that may be present in any sample as well as the risks to Company’s premises, instruments, personnel and representatives related to the contamination. Customer shall be responsible for, and indemnifies Company against, all costs, damages, liabilities and injuries that may be caused to or incurred by Company or its personnel or representatives relating to Customer’s violation of the above warranties and covenants. Customer shall bear all extraordinary costs for adequate disposal of hazardous waste resulting from the sample, whether or not described as hazardous waste.
Ownership of Samples
All samples become the property of Company to the extent necessary for the performance of the Services ordered.
Storage of Samples
Company can dispose of or destroy samples immediately after the Services have been performed unless Company and Customer have otherwise agreed in writing on the terms of Company’s retention and storage of the samples. If Customer specifically pays for storage, Company will take commercially reasonable steps to store the samples, according to professional practice, but Company shall not be held responsible for any loss or destruction of samples even after their receipt by Company. If the Customer and Company have agreed upon a retention period, Company can dispose of or destroy the samples immediately after the agreed upon retention period, without further notice to Customer. If an extra cost is incurred by Company to comply with any regulation (for example, with respect to disposal of hazardous waste) to dispose of the samples, Customer will be responsible for this expense. If Customer requests the return of unneeded sample material, Company will return the unneeded sample material to Customer at Customer’s risk and expense. Fees for storage and return of samples are pursuant to Company’s rate card.
Delivery of Results
Delivery date(s) are made by Company in good faith, but are not guaranteed. Under no circumstances is Company responsible for any damages arising out of any delay. Results of the Services are generally sent by email to the attention of the persons indicated by Customer in the applicable Order, promptly after the analysis is completed. Results can also be viewed through setup of the Customer’s online portal.
Title in any results or analysis supplied by Company to Customer will remain with Company until all invoices in respect thereof have been paid by Customer in full, and until such full payment, Customer will have no property rights or other rights to use such results or analysis. All reports, results or similar supplied by Company to Customer shall not be reproduced, except in full, without prior written approval of Company.
Representations and Warranties.
Services will be provided in accordance with a commercially reasonable degree of care and in accordance with the current state of technology and methods developed and generally applied by Company. Results of Company’s Services may not always be 100% accurate and its results apply only to the samples as tested. Company does not warrant that the analysis of the Services will be accurate or relevant for Customer’s intended use. Customer is responsible for determining for itself whether the Services and their results are sufficient for Customer’s purposes. Customer’s sole remedy for breach of the above warranty or for any negligence or other wrongdoing in the performance of the Services is limited, to Company’s reperformance of the affected Services ordered or, if such reperformance is not feasible, refunding the total fee paid for the particular Services at issue.
Unless explicitly agreed in writing by Company and Customer, this agreement is solely between Company and Customer and for the benefit of Customer. Company does not, by performing the Services or by issuing any certificate or report, assume any duty or responsibility to any third party. No third party shall be considered a beneficiary of this agreement and the representations made herein.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH ITS PERFORMANCE OF SERVICES AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Indemnification.
Customer agrees to defend, indemnify and hold harmless Company, its affiliates and their respective officers, directors, agents, employees, representatives and contractors from and against any and all claims, demands, costs, or other causes of action (collectively “Claims”) arising out of or relating to: (i) the use of Customer’s products; or (ii) the use by Customer of any results or reports or any other data or analysis provided by Company hereunder, except to the extent such Claim arises due to the gross negligence or willful misconduct of Company.
Limitation of Liability.
REGARDLESS OF THE BASIS ON WHICH CUSTOMER IS ENTITLED TO CLAIM DAMAGES (INCLUDING BREACH, NEGLIGENCE, MISREPRESENTATION, OR OTHER CONTRACT OR TORT CLAIM) FROM COMPANY, COMPANY IS LIABLE TO CUSTOMER FOR NO MORE THAN THE AMOUNT OF CUSTOMER’S ACTUAL DIRECT DAMAGES, UP TO THE ACTUAL AMOUNTS PAID BY CUSTOMER FOR THE AFFECTED SERVICES IN THE APPLICABLE ORDER. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. UNDER NO CIRCUMSTANCES IS COMPANY LIABLE TO CUSTOMER FOR ANY OF THE FOLLOWING, EVEN IF ADVISED OR INFORMED OF THEIR POSSIBILITY: (I) SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; (II) LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS; (III) MISUSE OR MODIFICATION OF THE SERVICES AFTER DELIVERY; OR (IV) THE COMBINATION OF THE SERVICES WITH OTHER SERVICES OR ITEMS. NOTHING CONTAINED HEREIN SHALL RESTRICT OR LIMIT CUSTOMER’S LIABILITY TO COMPANY, AND CUSTOMER SHALL CONTRIBUTE TO ANY LIABILITY TO THE EXTENT OF THE CONTRIBUTORY AND/OR RELATIVE FAULT OF CUSTOMER.
Intellectual Property Rights.
Customer acknowledges that as between the parties, all intellectual property used on, embodied in, or related to the Services belongs to and shall be the exclusive property of Company, and Customer shall not make use of any such intellectual property, including any attempt to reverse engineer the Services, without the express written authorization of Company. Customer shall not, without the prior written permission of Company, make any direct or indirect use of its relationship with Company for promotional activities or other purposes.
Confidentiality.
The parties shall treat as confidential all information supplied by the other which is not in the public domain, including, without limitation: (i) methods and processes of operation and production; (ii) identities of employees, customers, suppliers and their personnel and/or their production means and methods; (iii) pricing; (iv) trade secrets; (v) financial information; (vi) marketing plans and strategies; (vii) samples; and (viii) other information of the disclosing party that should reasonably be understood to be confidential and proprietary (collectively, the “Confidential Information”). The parties shall: (i) limit use of the Confidential Information only to the purposes of the relationship between the parties; and (ii) limit the disclosure of the Confidential Information to those employees whose knowledge of such Confidential Information is necessary in the ordinary course of business. Each party shall, upon written request after expiration, termination or cancellation of the Terms, promptly return all documents previously supplied, destroy any and all copies that were reproduced, and send written confirmation to the other party certifying such destruction. Confidential Information may be disclosed as required by a court of competent jurisdiction, but solely to the minimum extent of such required disclosure in the reasoned opinion of competent outside legal counsel; however the receiving party will reasonably cooperate with the disclosing party (at no expense or additional liability to the disclosing party) in the event that the receiving party seeks to obtain an ex parte restraining order, preliminary injunction, or permanent injunction preventing such disclosure or threatened disclosure. Analysis reports are prepared and supplied exclusively for the use of Customer and should not be divulged to a third party for any purposes without the prior written agreement of Company.
Force Majeure
Company shall not be liable to or through Customer for delays or inability to perform due to circumstances beyond its reasonable control, including fire, flood, explosion, epidemic or pandemic, severe weather, acts of God, acts of terrorism, civic commotion, acts of government (including the request or actions of any federal or state regulatory agency), acts or omissions of third parties, strikes or labor disputes, failure or unavailability of communications infrastructure (including, but not limited to, networks, carriers, and internet and satellite providers) and system malfunctions.
Termination.
Company shall be entitled to suspend its performance, terminate its relationship with Customer, and/or to terminate any outstanding Order by written notice to Customer, in full or in part and with immediate effect, if: (i) Customer fails to comply with one or more of its obligations towards Company; or (ii) Customer is declared bankrupt or otherwise proves to be insolvent.
Miscellaneous.
Customer shall not assign any Order without the prior written consent of Company. Company has the right to engage and delegate rights and/or obligations to third parties with respect to performance by Company of its obligations in terms hereof. In the event that one or more of the provisions or portions of these Terms is determined to be illegal or unenforceable, the remainder of the Terms shall not be affected thereby and each remaining provision or portion thereof shall continue to be valid and effective and shall be enforceable to the fullest extent permitted by law. These Terms as well as any disputes arising therefrom will be governed by the substantive and procedural laws of the State of Connecticut without regard to its rules regarding conflicts of laws. Any disputes and claims that the parties cannot amicably resolve shall be settled in the competent courts in Hartford County, Connecticut. Except as explicitly set out herein, any failure or delay on the part of either Party in exercising any right or remedy hereunder shall not be held to be a waiver of such right or remedy or any other provision of these Terms. The terms, provision, representations and warranties contained in these Terms that by their sense and context are intended to survive the performance hereof by either or both parties hereunder shall so survive the completion of performance and termination of these Terms, including, without limitation, confidentiality and indemnity obligations, limitations of liability, and the making of any and all payments required of Customer hereunder.
