Terms & Conditions



1.       TERMS AND CONDITIONS.  All terms and conditions relating to the rendering of services or the sale of goods by Seller are set forth herein, subject to change by Seller without notice.  The Contract contains the final and complete agreement between the parties and there are no representations or warranties, expressed or implied, with respect to services or goods, except as specifically set forth herein. No waiver by Seller of any default shall be deemed a waiver of any subsequent default.  Failure of Seller to object to provisions contained in any order or other communication from Client shall not be construed as a waiver of any right or remedy of Seller hereunder, nor an acceptance of any such provisions.

2.       INDEMNIFICATION.  The Client waives any claim against Seller, and agrees to defend, indemnify and hold Seller harmless from any claim or liability for injury or loss, including all attorney fees and defense costs, arising or allegedly arising from or in any way connected with Seller’s services under this Contract, except where such claim or liability is caused by the gross negligence or willful misconduct of Seller.  The Client also agrees to defend, indemnify and hold Seller harmless from any claim or liability, injury or loss, including all attorney fees and defense costs, arising in whole or in part from the negligent act or omission, and/or strict liability of the Client or anyone directly or indirectly employed by the Client. The Seller does not guarantee the completion of performance of contracts by third parties, nor is it responsible for their acts or omissions, nor for the safety of any workplace other than Seller’s premises.

3.       COMPENSATION.  Unless stated otherwise in a Letter of Agreement between Seller and Client, the compensation for services will be billed in accordance with the agreed upon rates, subject to change upon notification.  Time spent in travelling, when in the interest of the project, will be charged to the Client.  Direct non-salary expenses (reimbursable expenses) will be charged at cost, plus 15%.

4.       PAYMENT TERMS.  Payment terms are Cash on Delivery. NET 15 day terms are available with approved credit and Account Setup.  Seller may, at any time, suspend performance of any service, withhold lab reports or require payment in cash, security or other adequate assurance satisfactory to Seller when, in Seller’s opinion, the financial condition of Client or other grounds for insecurity warrant such action.  Seller will assess Finance Charges on accounts due, past 30 days at the rate of 1.5% per annum.  Any attorney fees or other costs incurred in collecting any delinquent amount shall be paid by the Client.  Regardless of the payment terms to which CLIENT may have agreed with its own clients, CLIENT shall pay each invoice properly submitted by and due to SELLER.

5.       TAXES.  All sales taxes or use taxes, whether now existing or hereinafter imposed or modified, or taxes or duties of any nature whatsoever which may be assessed, shall be paid by Client in the event Seller is required to pay any such tax, the Client shall reimburse Seller therefor on demand, or in lieu of such payment, shall provide Seller at the time the order is submitted; with exemption certificates or other documents acceptable to taxing or customs authorities.

6.      CREDIT.  This Contract is given and accepted subject to Seller’s approval of Client’s credit, determinable at any time and from time to time by Seller in its sole judgment, affecting the whole or any unfulfilled portion of this Contract.

7.      LEGAL ENFORCEMENT OF GENERAL CONDITIONS.  If any portion of this Contract is found to be unenforceable, the remaining portions of the Contract shall remain in effect and enforced.

8.      MODIFICATION OF AGREEMENT. The foregoing conditions may be modified only by written agreement and signed by duly authorized representative.