General Terms and Conditions of Service
1. General Scope
- These General Terms and Conditions of Service (“Terms”) will govern all orders accepted by EnviroLogix Inc., including, but not limited to, written and online orders, orders placed by telephone which have not been confirmed in writing and orders made by a delivery of All offers and tenders for services, including any resulting contracts and agreements, will be governed by these Terms.
- These Terms supersede and replace all prior verbal or written price quotations and, unless specifically indicated in writing, take precedence over all conflicting or inconsistent provisions of subsequent written agreements between the No employee, agent or subcontractor, other than an authorized officer of EnviroLogix, has the authority to alter or waive any of these Terms or to make any representation which conflicts with or purports to override any of these Terms; and no such alteration, waiver or representation will be binding upon EnviroLogix, unless it is in writing and signed by an authorized officer of EnviroLogix.
- If any of the provisions of these Terms proves to be invalid or illegal, that will not in any way affect, impair or invalidate any other provisions and all other provisions of these Terms will remain in full force and effect.
2. Acceptance of Order
- An order for services will be valid only if it contains all required information and EnviroLogix agrees to provide the services. EnviroLogix is not obligated to start any analytical work unless the order is clearly communicated, accepted by EnviroLogix, and EnviroLogix is provided with all required
- Unless specifically accepted in writing and signed by an authorized officer of EnviroLogix, any additional terms proposed or submitted at any time (including, but not limited to, terms or provisions in a purchase order) which differ from these Terms are rejected as a material alteration of these Terms and will beofnoforceor
3. Provision of Services
- EnviroLogix will provide its services solely for the benefit of the persons or bodies from whom the orders and instructions to act originated (hereinafter called the “Customer”). No other party is entitled to give orders and instructions to EnviroLogix, including on the scope of inspection or delivery of certificates and reports, unless pre-authorized by the Customer and agreed to by EnviroLogix.
- EnviroLogix will provide its services with due care and skill and in accordance with the Customer’s specific instructions as confirmed by EnviroLogix, or in the absence of such instructions, in accordance with such methods as EnviroLogix may consider appropriate based on technical, operational and/or financial grounds.
- EnviroLogix may delegate, at its discretion, the performance of all or part of its services required by Customer to the affiliates, agents or subcontractors of EnviroLogix without notification to Customer. In such case, Customer authorizes EnviroLogix to disclose necessary information to the parties concerned as required for such performance.
- Customer will ensure that all orders for the supply of services are accompanied by the timely provision of sufficient information, specifications and instructions to enable EnviroLogix to evaluate and perform the required services properly.
- Customer represents and warrants that any information, samples and related documents it (or its agents or representatives) supplies to EnviroLogix is true, accurate and complete and is not misleading in any respect. Customer further acknowledges that EnviroLogix may rely on such information, samples or other related documents and materials provided by the Customer, without any duty for EnviroLogix to confirm or verify the accuracy or completeness thereof, in providing its services.
- EnviroLogix will not, by performing services or by issuing a certificate or report, assume any duty or responsibility to any third party. EnviroLogix undertakes to perform only the services agreed to by the Customer.
4. Price and Terms of Payment
- EnviroLogix will charge for services based on quotations provided in advance, taking account of the orders/instructions provided by Customer and the scope of agreed services. If no charge is agreed in advance, EnviroLogix will charge service fees based on its internal fee schedule.
- Prices are exclusive of all applicable taxes (including sales, use and VAT). Applicable taxes are those in force at the date of Customer will pay any applicable taxes at the rate and in the manner prescribed by law.
- In the event any unforeseen problems or expenses arise in the course of carrying out the services, EnviroLogix will endeavor to inform Customer of the fact and will be entitled to charge reasonable additional fees to cover the additional time and expense incurred to complete the services.
- If EnviroLogix is prevented from performing or completing any service for which an order has been given or an agreement made, due to any cause beyond its reasonable control, Customer will pay EnviroLogix the amount of all EnviroLogix expenditures actually incurred and a proportion of the agreed fee equal to the proportion (if any) of the service actually carried out. Under these circumstances, EnviroLogix will be relieved of all responsibility whatsoever for the partial or total non-performance of the required service.
- Unless specifically agreed otherwise by EnviroLogix, payment of all invoices is due strictly within thirty (30) days of the invoice Any dispute about invoices must be raised within thirty (30) days of the invoice date, by providing written notice to EnviroLogix with reasonable detail of the dispute. The challenge of an analytical result will not entitle Customer to defer payment. Any invoice which remains outstanding after due date, may be additionally charged with an administrative penalty of One Hundred Dollars ($100) and may carry interest at the rate of one percent (1%) per month or the maximum interest rate permitted by applicable law, whichever is lower. Customer further agrees and undertakes to indemnify and reimburse EnviroLogix for any and all costs for collection and enforcement, including, without limitation, attorney’s fees, costs and necessary disbursements. Customer is not entitled to set off, retain or defer payment of any sums due to EnviroLogix on account of any dispute or any alleged claim, counterclaim or crossclaim against EnviroLogix.
- The invoice settlement method is check, bank transfer or direct Any other method of payment must receive prior agreement in writing from EnviroLogix. EnviroLogix is entitled to require pre-payment of up to 100% of the quoted order price as a condition of acceptance.
- In the event of any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business with respect to Customer or failure of Customer to pay part or all of sums owing to EnviroLogix, EnviroLogix shall be entitled to suspend all further performance of its services and withhold the issuance of any certificate and/or report of inspection and testing or other material requested forthwith and without liability until payment of all sums owing to EnviroLogix together with interest thereon is made.
5. Duties of Customer in Delivering Samples or Materials
- The samples or materials delivered to EnviroLogix must be in a condition that makes performance of the services possible without unreasonable EnviroLogix is entitled to conduct an initial examination of the samples or materials to check their condition before testing or otherwise performing services. If the result of the initial examination is that an analysis is impossible or is possible only under more difficult conditions than originally anticipated - for example, because the samples or materials have been interspersed with foreign materials or substances that were not reported by Customer or are degraded – EnviroLogix shall be entitled to terminate the order.
- Customer must provide the recommended minimum quantity of samples or materials to meet analysis requirements with sufficient quantity to re-perform testing should EnviroLogix so choose. Customer’s failure to provide a sufficient quantity of samples or materials will result in invalidation of results for both the initial and re-performed analysis. Customer must acknowledge this in writing before a sample is accepted by EnviroLogix.
- Customer must ensure, and hereby warrants, that no sample poses any unreasonable danger during transportation, in the laboratory, or otherwise, to EnviroLogix’s personnel, representatives, premises or It is the Customer's responsibility to ensure compliance with hazardous waste regulations, including regarding information, transportation and disposal, and to inform EnviroLogix’s personnel or representatives about sample health and safety concerns, including any known or suspected toxic or other contaminant that may be present in the sample and its likely level of contamination as well as the risks to EnviroLogix’s personnel, representatives, premises and instruments related to the contamination. Customer is responsible for, and will indemnify EnviroLogix against all costs, damages, liabilities and injuries that may be caused to or incurred by EnviroLogix or its personnel or representatives including on the sampling site, during the transportation, or in the laboratory, by Customer's sample or by sampling site conditions. Customer shall bear all extraordinary costs for adequate disposal of hazardous waste resulting from the sample, whether or not described as hazardous waste. At EnviroLogix’s request, Customer must provide the exact composition of the samples.
6. Ownership of Sample Material, Sample Storage and Delivery of Results
- All samples become the property of EnviroLogix to the extent necessary for the performance of the services ordered. Unless Customer specifically pays for storage, EnviroLogix will have no obligation or liability for storage of samples, including samples requiring If Customer specifically pays for storage, EnviroLogix will take commercially reasonable steps to store the samples, according to professional practice.
- EnviroLogix can dispose of or destroy samples immediately after the analysis has been performed unless EnviroLogix and Customer have agreed in writing on the terms of EnviroLogix’s retention of the If the Customer and EnviroLogix have agreed upon a retention period, EnviroLogix can dispose of or destroy the samples immediately after the agreed upon retention period, without further notice. If an extra cost is incurred by EnviroLogix to comply with any regulation (for example, with respect to disposal of hazardous waste), Customer will pay this extra cost. If Customer requests the return of unneeded sample material, EnviroLogix will return the unneeded sample material to Customer at Customer's cost and risk.
- Title in any analysis results or similar supplied by EnviroLogix to Customer will remain with EnviroLogix 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 All reports, results or similar supplied by EnviroLogix to Customer shall not be reproduced except in full without prior written approval of EnviroLogix.
- Even after payment in full by Customer, unless otherwise agreed to in writing, EnviroLogix will retain the right to store, use and publish all analysis results in an anonymous form which does not identify Customer.
- Delivery dates and turnaround times are estimates and do not constitute a commitment by EnviroLogix. Nevertheless, EnviroLogix will make commercially reasonable efforts to meet its estimated deadlines. Results are generally sent by email and/or by USPS mail, or via other electronic means, to the attention of the persons indicated by Customer in the order, promptly after the analysis is
7. Limited Warranties and Responsibilities
- Samples are analyzed by EnviroLogix in the condition the samples are received and in accordance with the current state of technology and methods developed and generally applied by EnviroLogix. As such, the results of EnviroLogix’s analyses are not pre-determined or certain and may not always be 100% exact and/or Results apply to the sample as received and relate only to the items tested. Analyses, interpretations, assessments, consulting work and conclusions are prepared with a commercially reasonable degree of care but EnviroLogix cannot guarantee that results will always be correct or absolute. The validation of results is a set of experiments, each with an unknown outcome.
- EnviroLogix does not guarantee, either express or implied, that the results of any services provided will meet the acceptance or other criteria set out by Customer or any Customer or third-party accreditation or certification standard whatsoever, and EnviroLogix does not accept responsibility for failure to meet any acceptance or other criteria.
- Customer is responsible for the proper delivery of samples sent to EnviroLogix for examination and/or analyses. Unless otherwise specifically agreed in writing, EnviroLogix accepts no responsibility for any loss or damage which may occur to any sample in transit or to any facility or site where services are being Customer will be liable for the security, packaging and insurance of the sample from its dispatch until it is delivered to the offices or the laboratories of EnviroLogix. EnviroLogix will use commercially reasonable care in handling and storing samples.
- EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, ENVIROLOGIX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH ITS PERFORMANCE OF SERVICES AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ENVIROLOGIX 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
8. Liability and Indemnification
- EnviroLogix undertakes to exercise due care and skill in the performance of its services and accepts responsibility for non-fulfilment of its obligations only where skill and care is not exercised and negligence by EnviroLogix is proven. EnviroLogix cannot be held liable for delays, errors, damages or other problems caused by events or circumstances which are unforeseen or beyond EnviroLogix’s reasonable control, or which result from compliance with governmental requests, laws and
- EnviroLogix’s liability to Customer for breach of these Terms, or for any negligence or other wrongdoing in the performance of services, is limited, at the Customer’s option, to either: (1) re-performing the services ordered or (2) refunding the total fee paid for the particular services at issue.
- Under no circumstances will EnviroLogix be liable to Customer for any indirect, special, incidental, punitive or consequential loss or damage in any way.
- EnviroLogix agrees to defend, indemnify and hold harmless Customer, its directors, officers, representatives, agents, employees and contractors from and against any and all claims, demands, costs, or other causes of action (collectively “Claims”) which are the proven direct result of EnviroLogix’s willful misconduct or fraud in connection with the performance of services.
- Customer agrees to defend, indemnify and hold harmless EnviroLogix, its affiliates and their respective officers, directors, agents, employees, representatives and contractors from and against any and all Claims arising out of or relating to (except to the extent of any required indemnity of Customer by EnviroLogix pursuant to Section 8.4 above): (i) the performance of services in accordance with these Terms; (ii) Customer’s use of any products reviewed or analyzed by EnviroLogix; or (iii) the use of any results or reports or any other data or analysis provide by EnviroLogix hereunder.
- Each party shall undertake to keep confidential any and all business and trade secrets and all other confidential or proprietary information (“Confidential Information”) obtained within the contractual relationships hereunder, and shall not disclose them to third parties except as required for the purpose of the contractual relationship hereunder, without the prior written consent of the other party. Confidential Information shall not include information that is: (i) publicly known or accessible, (ii) already known or disclosed to the receiving party by a third party without breach of any obligation of secrecy, (iii) required to be disclosed to accreditation bodies for the purpose of assessments or pursuant to any legal or regulatory requirement to which Customer is subject. In the event that either party is required to disclose any Confidential Information pursuant to a subpoena, mandatory reporting obligation, or other legal process, such party shall provide the other party with prompt notice of such request, unless otherwise prohibited. EnviroLogix may disclose Confidential Information to affiliates, agents or subcontractors for the purposes of performing its obligations related to other service orders from the same Customer.
- All Confidential Information supplied by a disclosing party will remain the property of the disclosing party. Except as specifically provided in these Terms, the receiving party does not receive any right or license, express or implied, under any patents, copyrights, trade secrets, or other intellectual property rights of the disclosing party.
10. Governing Law
The construction, validity and performance of these Terms shall be governed by the laws of New York.
If you are interested in becoming an EnviroLogix Lab Services customer, contact your sales representative for a signature form.