Laboratory Testing Services Terms and Conditions

1.1 Acceptance by Submission / Click-Wrap. These Terms are intended to be legally binding without signatures and are suitable for acceptance by website click-wrap, sample submission form acknowledgment, work order submission, and/or performance. By submitting a sample to the Laboratory, issuing or submitting a work order, requesting Services, or authorizing the Laboratory to begin work, Client agrees to be bound by these Terms. If you do not agree, do not submit samples or request Services.

1.2 Authority. If you submit a sample or request Services on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms.

1.3 Scope. The Laboratory provides analytical testing services as requested by Client and accepted by the Laboratory (the "Services"). Services are requested through a sample submission, work order, chain-of-custody, online portal request, statement of work, or similar ordering mechanism (each, a "Work Order").

1.4 Order of Precedence; Conflicting Terms. These Terms govern all Services unless the Laboratory expressly agrees in a written instrument signed by an authorized representative of the Laboratory that references these Terms and states it amends them. Any Client purchase order terms, supplier terms, or other additional or different terms are rejected and will not apply, even if referenced in a Work Order or transmitted with payment, unless expressly accepted in writing by the Laboratory.

For purposes of these Terms:

"Sample" means any material, specimen, product, or substance submitted by Client for testing or related Services.

"Report" means the Laboratory's written test report and/or certificate of analysis issued to Client reflecting results and related information.

"Pricing Schedule" means the Laboratory's then-current fees, rate card, and pricing policies for Services, as made available by the Laboratory in writing, on a website, portal, quotation, or other documentation referenced by the Laboratory.

"Confidential Information" has the meaning in Section 7.

3.1 Work Orders. Client will submit a Work Order identifying (as applicable) the Sample(s), requested analyses, method(s) or specifications, turnaround time (if offered), reporting requirements, and any special instructions. The Laboratory may require minimum information and reserves the right to reject or place on hold any Sample or Work Order that is incomplete, unsafe, nonconforming, or outside scope.

3.2 Laboratory Acceptance. The Laboratory's acceptance of a Work Order may be evidenced by (i) written confirmation, (ii) issuance of an invoice, (iii) commencement of Services, and/or (iv) receipt and logging of Sample(s). The Laboratory may decline any Work Order in its sole discretion, including where capacity, accreditation scope, sample condition, hazard concerns, or other operational constraints apply.

3.3 Changes. Any request to modify a Work Order (including method changes, expedited turnaround, additional analyses, revised reporting, or cancellation) must be submitted in writing. The Laboratory will use commercially reasonable efforts to accommodate changes; however, changes may affect pricing, schedule, and feasibility. Fees incurred prior to an approved cancellation remain payable.

3.4 Subcontracting. The Laboratory may use qualified subcontractors or referral laboratories when necessary or appropriate (including for specialized methods or capacity needs). Where required by applicable standards, the Laboratory will disclose subcontracting as appropriate. Client remains responsible for payment for all Services performed under the Work Order, including subcontracted work.

4.1 ISO/IEC 17025:2017. The Laboratory operates as an ISO/IEC 17025:2017 accredited laboratory for activities within its accreditation scope. Not all Services may be within the Laboratory's accreditation scope. Reports will indicate, where applicable, whether results are accredited or otherwise consistent with the Laboratory's procedures.

4.2 Record Retention. The Laboratory retains records consistent with its quality system and applicable requirements. Unless otherwise required by law or accreditation obligations, the Laboratory is not obligated to retain Samples beyond the retention period described in Section 5.

5.1 Client Responsibility for Sampling and Submission. Unless expressly agreed in writing, Client is solely responsible for (i) selecting representative samples, (ii) collecting samples, (iii) labeling, packaging, and shipping samples, (iv) maintaining chain-of-custody and required environmental conditions (temperature control, preservatives, etc.), and (v) providing accurate sample identification and handling instructions.

5.2 Sample Condition and Suitability. The Laboratory's results depend on the condition of Samples as received. The Laboratory may note nonconformities (e.g., broken containers, insufficient volume, missing labeling, improper temperature, leakage, expired holding times) and may decline testing, qualify results, or proceed at Client's risk and instruction where feasible.

5.3 Hazardous / Restricted Materials. Client represents and warrants that all Samples are shipped in compliance with applicable laws and carrier rules (including hazardous materials and biological materials requirements), and that Client has provided the Laboratory with any required safety data (including SDS), hazard classifications, and special handling instructions. Client is responsible for any costs, delays, or liabilities arising from unsafe, misdeclared, or noncompliant shipment or Sample condition.

5.4 Sample Retention and Disposal. Unless otherwise agreed in writing, the Laboratory may (i) consume Samples in testing, and (ii) retain remaining Sample portions, if any, for a limited period consistent with Laboratory policy and operational needs. After the applicable retention period, the Laboratory may dispose of Samples without further notice. Client is responsible for any special return, storage, or disposal requirements and associated costs if agreed by the Laboratory in writing.

5.5 No Bailment; No Insurance. Client acknowledges that Samples may be perishable, consumable, or degradable. The Laboratory is not an insurer of Samples and is not responsible for loss, deterioration, or damage not caused by the Laboratory's gross negligence or willful misconduct.

6.1 Reports. The Laboratory will issue Reports to Client for completed Services. Reports are intended to be formal laboratory records consistent with the Laboratory's quality system and applicable standards.

6.2 Results Limited to the Sample(s) Tested. All results apply only to the Sample(s) tested as received by the Laboratory and do not necessarily represent an entire lot, batch, product line, or population, unless expressly stated and supported by an agreed sampling plan performed by the Laboratory.

6.3 Use and Reliance. Client is solely responsible for (i) determining the suitability of the Services for Client's intended use, (ii) interpreting results, (iii) deciding whether and how to use the results, and (iv) compliance decisions, labeling, claims, regulatory filings, and communications to third parties. Except as expressly stated in a Report, the Laboratory does not certify product safety, regulatory compliance, or fitness for a particular purpose.

6.4 No Alteration; Partial Reproduction. Reports may not be altered. Unless required by law, no partial reproduction of a Report is permitted without the Laboratory's prior written consent, to avoid misinterpretation. Full reproduction is permitted provided it is complete and unmodified.

6.5 Retesting Requests (7-Day Window). Client may request re-testing within seven (7) days after Client's receipt of the applicable results/Report. Any re-testing is performed at the Laboratory's sole discretion. If the Laboratory approves re-testing, re-testing will be performed at no additional cost to Client for the approved scope. If re-testing is not approved, the original results stand. Re-testing may be denied due to, among other reasons, insufficient remaining sample, sample degradation, holding time expiration, or method limitations.

6.6 Corrections. If the Laboratory identifies a clerical or administrative error in a Report, the Laboratory may issue a corrected Report. Client must promptly notify the Laboratory in writing upon discovering any suspected errors.

7.1 Fees; Pricing Schedule. Client will pay fees for Services in accordance with the Pricing Schedule or other pricing documentation provided by the Laboratory. Pricing may vary by method, matrix, turnaround, and other factors.

7.2 Pricing Updates. The Laboratory may update the Pricing Schedule in its sole discretion upon thirty (30) days' written notice to Client. Notice may be provided by email, portal notification, posting on the Laboratory's website (if designated as a notice method), or other written communication reasonably calculated to reach Client. Updated pricing applies to Work Orders accepted on or after the effective date of the update (unless the notice states otherwise).

7.3 Invoicing. Unless otherwise stated by the Laboratory in writing, invoices are issued upon receipt of Samples and/or acceptance of a Work Order.

7.4 Payment Terms. Payment is due within thirty (30) days of the invoice date. Payment must be made via ACH or wire transfer (or other method accepted by the Laboratory in writing). Client is responsible for all bank fees and wire/transfer charges.

7.5 Late Payments; Suspension. Amounts not paid when due may accrue interest at the lesser of (i) 1.5% per month, or (ii) the maximum rate permitted by applicable law, from the due date until paid. The Laboratory may suspend Services, withhold Reports, and/or decline future Work Orders for overdue accounts, subject to applicable law and accreditation obligations.

7.6 Disputed Invoices. Client must notify the Laboratory in writing of any good-faith dispute regarding an invoice within fifteen (15) days of the invoice date, describing the basis for dispute in reasonable detail. Client will timely pay all undisputed amounts. The parties will work in good faith to resolve disputes.

7.7 Taxes. Fees are exclusive of applicable sales, use, excise, VAT, GST, or similar taxes. Client will pay all applicable taxes (excluding taxes on the Laboratory's income) unless Client provides a valid exemption certificate.

7.8 Volume-Based Discounts; Monthly Reconciliation. If the Laboratory offers volume-based discounts, such discounts (if any) are applied and reconciled on a monthly basis based on actual volume for the applicable month. If discounts were applied based on estimates and actual volume differs, Client acknowledges that retroactive adjustment may apply consistent with the Laboratory's discount policy, including issuance of a true-up invoice or credit.

8.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including (as applicable) sample identifiers, formulations, methods (to the extent proprietary), business plans, and pricing not publicly posted.

8.2 Obligations. Each party will (i) use the other party's Confidential Information only as necessary to perform or receive Services under these Terms, (ii) protect it using at least reasonable care, and (iii) not disclose it to third parties except as permitted in these Terms.

8.3 Permitted Disclosures. The Laboratory may disclose Client Confidential Information to its employees, contractors, and subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as these Terms. Either party may disclose Confidential Information if required by law, subpoena, court order, or governmental request, provided the disclosing party (to the extent legally permitted) gives prompt notice and cooperates with reasonable efforts to seek protective treatment.

8.4 Exclusions. Confidential Information does not include information that (i) is or becomes public through no fault of the receiving party, (ii) was lawfully known to the receiving party without restriction before receipt, (iii) is independently developed without use of Confidential Information, or (iv) is lawfully obtained from a third party without breach of obligation.

8.5 Quality System and Accreditation Uses. Client acknowledges that the Laboratory may use and retain records and data as required to comply with its quality system, accreditation requirements, audits, method validation/verification, and internal quality control, provided that any external use or publication of Client-identifying information will not occur without Client's consent unless required by law.

9.1 Laboratory Materials. The Laboratory retains all right, title, and interest in and to its pre-existing and independently developed methods, processes, workflows, software, templates, know-how, and underlying intellectual property used to provide Services.

9.2 Reports. Upon full payment of applicable fees, Client may use Reports for Client's internal business purposes and for disclosures reasonably necessary for Client's operations (e.g., customers, regulators), subject to Section 6.4 (no alteration; no partial reproduction without consent). No other license is granted by implication or otherwise.

9.3 Client Materials. Client retains ownership of its Samples (subject to consumption and disposal provisions), trademarks, and Client-provided materials. Client grants the Laboratory a limited license to use Client-provided information and materials solely to perform Services.

Client represents, warrants, and agrees that:

10.1 Accurate Information. All information provided to the Laboratory about Samples and requested Services is accurate and complete to the best of Client's knowledge, including sample identity, matrix, hazards, and any required handling/holding time information.

10.2 Legal Compliance. Client has complied and will comply with all applicable laws and regulations relating to Samples and shipment (including hazardous materials and biological materials requirements).

10.3 Right to Submit. Client has the right to submit the Samples for testing and to request the Services, and doing so does not violate any third-party rights.

10.4 No Misuse. Client will not use Reports in a misleading manner, including by selective excerpting (without consent), altering Reports, or making claims not supported by the Report.

11.1 Performance Standard. The Laboratory will perform Services in a professional and workmanlike manner consistent with its quality system and generally accepted laboratory practices for the Services requested and accepted.

11.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 11.1, THE LABORATORY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT RESULTS WILL ACHIEVE CLIENT'S INTENDED PURPOSE OR BE ACCEPTED BY ANY THIRD PARTY OR REGULATOR.

11.3 No Guarantee of Outcome. Analytical results may vary due to sample heterogeneity, matrix effects, shipping conditions, holding times, detection limits, measurement uncertainty, and other factors. The Laboratory does not guarantee any particular result or outcome.

12.1 By Client. Client will defend, indemnify, and hold harmless the Laboratory and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) the nature, condition, or hazards of Samples; (ii) Client's collection, packaging, shipment, labeling, or mislabeling of Samples; (iii) Client's misuse of Reports or Services, including claims or marketing statements made by Client; or (iv) Client's breach of these Terms, except to the extent caused by the Laboratory's gross negligence or willful misconduct.

12.2 Process. The Laboratory will promptly notify Client of any indemnified claim (to the extent practicable). Client will control the defense and settlement, provided that Client will not settle any claim in a manner that imposes non-monetary obligations or admissions on the Laboratory without the Laboratory's prior written consent (not to be unreasonably withheld).

13.1 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LABORATORY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO ANY SERVICES, WORK ORDER, SAMPLE, OR REPORT (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO THE LABORATORY FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM.

13.2 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE LABORATORY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, OR COSTS OF COVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Exceptions. Nothing in these Terms limits liability to the extent it cannot be limited under applicable law or for the Laboratory's gross negligence or willful misconduct.

14.1 Term. These Terms apply to each Work Order upon Client's submission and continue until completion of the Services under that Work Order, unless earlier terminated as provided below. Sections that by their nature should survive (including confidentiality, payment obligations, limitations of liability, and governing law) will survive.

14.2 Termination for Convenience. Either party may terminate the business relationship and/or these Terms for future Work Orders upon thirty (30) days' written notice to the other party. Termination will not affect Services already in progress unless the parties agree in writing.

14.3 Effect of Termination. Upon termination: (i) Client will pay for Services performed and costs incurred through the effective termination date (including non-cancellable commitments), and (ii) the Laboratory will use commercially reasonable efforts to deliver Reports for completed paid Services, subject to Section 7.5 (overdue accounts).

16.1 Form. All notices under these Terms must be in writing.

16.2 Delivery. Notices may be delivered by (i) email to the most recent email address provided by a party in a Work Order, submission form, portal profile, or other written communication, (ii) nationally recognized overnight courier, or (iii) certified mail, return receipt requested. Notice is effective upon receipt (or, for email, upon successful transmission without bounce-back), except that notices of pricing updates may be provided as described in Section 7.2.

20.1 Waiver. No waiver of any provision will be effective unless in writing and signed by the waiving party. A waiver of any breach will not be deemed a waiver of any other breach.

20.2 Amendments. The Laboratory may update these Terms from time to time. Updated Terms will apply to Work Orders accepted on or after the effective date of the updated Terms (unless stated otherwise). Client's continued submission of Samples or requests for Services after the effective date constitutes acceptance of the updated Terms.