Terms & Conditions

Laboratory Resources and Solutions, Inc. Standard Terms and Conditions;  WHEREAS Client wishes to obtain certain laboratory testing services; and WHEREAS, Laboratory Resources and Solutions, Inc., hereafter referred to as “LRS”, is in the business of providing laboratory testing services.  NOW, THEREFORE, in consideration of the mutual premises and the agreements herein contained, the parties hereto agree as follows:

1. Definitions:  (a) “Laboratory Testing Services” means those tests to be performed by LRS set forth on the chain of custody, purchase order, or other order for Testing Services.  (b) “LRS Fees” means those fees invoiced for the Testing Services and any equipment that are not a part of LRS’s inclusive containers.
2. LRS Obligations.  (a) LRS shall render Laboratory Testing Services in a manner, which will promote availability, adequacy and continuity of such services.  b) LRS will render Laboratory Testing Services to Client in the same manner as offered to LRS’s other clients.  (c)  LRS shall prepare and maintain appropriate records related to the Laboratory Testing Services by LRS hereunder.  The records shall be maintained in accordance with the prudent record keeping practices.
3. Client’s Obligations.  With each sample, which Client or Client’s designee forwards to LRS, Client or its designee will provide: (a) The name of the party (Client or its designee) submitting the sample; (b) The location from which sample was collected including site identification information and sample identification number; (c) Sample collection date and time; (d) The Laboratory Testing Services to be provided; (e) Directions on where reports regarding the sample shall be sent.
4. Other Client Obligations.  Client agrees to inform LRS of any hazardous characteristics known about the sample or suspected based on the sample collection site or circumstances.  Likewise, information on hazard prevention and personal protection shall be provided to LRS.
5. LRS’s Fees.  By signing the COC written agreement, the client is responsible for payment.  LRS shall render its invoices to Client as data is reported.  Client shall pay the amount of such invoices to LRS within thirty (30) days of invoice date or as otherwise agreed in writing between the Client and LRS.  A 1-1/2% per month late charge is added to all unpaid balances past the 30-day terms.  LRS reserves the right to cease all work in the event Client does not pay its invoice(s).  In the event of default in payment for services rendered, Client is responsible until LRS has a written agreement from that third party that acknowledges and accepts payment responsibility and has been approved for credit by LRS.  Client agrees to notify LRS of any invoicing disputes within 30 days of invoice date.
6. Ordering.  Client may order services (i.e., specify a Scope of Work) by submitting a written purchase order, by placing a telephone order which will be subsequently be confirmed by email, by sending LRS a request for analytical services via facsimile or internet, or by confirming in writing, facsimile or internet our quotation for analytical services.  Supplemental analyses on existing samples that have already been analyzed shall be re-logged and billed additional fees.
7. Advance Notice.  Client agrees to provide at least 5 days advance notice of the sample delivery schedule, or any changes to the schedule whenever possible.  Greater advance notice (e.g. 1-2 weeks) will allow LRS to better meet Client’s needs.  When Client sends LRS samples on the agreed-upon schedule, LRS will use its best efforts to meet mutually agreed upon turnaround times.  If Client gives LRS less notice of when it will send samples, it may be necessary to change LRS’s turnaround time commitment; LRS may not be able to accept all Client’s samples, and any late delivery will not be held to be due to LRS’s fault or neglect.  All turnaround times will be calculated from the date of Sample Delivery Acceptance by the laboratory.
8. Sample Containers.  LRS provides sample containers upon request.  LRS reserves the right to charge a fee for sample containers and it is LRS’s standard to provide such supplies using ground delivery.  Delivery’/shipment terms other than LRS standard may be subject to additional fees.  Client agrees to NOT use LRS sample containers for work submitted to any lab other than LRS.  Unused supplies and sample containers not returned to LRS shall be subject to fees to recover the cost of containers, outbound/return shipping, and sample disposal.
9. Delivery of samples.  Upon timely delivery of samples, LRS will use its best efforts in meeting mutually agreed-upon turnaround times.  The risk of loss or damage to the sample during shipment remains with client.  LRS will advise client of samples that are missing or received in damaged, contaminated, or improperly preserved condition.  The risk of loss or damage to the sample will be assumed by LRS upon Sample Delivery Acceptance.  Sample Delivery Acceptance occurs when the sample is delivered to an employee of LRS and it is logged in when an LRS courier takes possession of the sample.  Samples must be accompanied by:  a) adequate instruction on type of analysis requested, and b) complete written disclosure of the known or suspected presence of any hazardous substances, as defined by applicable federal and state law(s).  LRS reserves the right to refuse to accept or to resend acceptance of any sample, which in the judgment of LRS is likely to pose any unreasonable risk in handling and/or analysis.
10. Shipment of Hazardous Samples.  Client represents and warrants that any sample containing any known hazardous substance which is to be delivered to LRS is labeled, packaged, manifested, transported and delivered to LRS in accordance with the most current state and federal regulations of the Occupational Safety and Health Administration(OSHA), Environmental Protection Agency (EPA), Toxic Substances Control Act (TSCA), Resource Conservation and Recovery Act (RCRA), the Department of Transportation (DOT), the Food and Drug Administration (FDA), and any federal, state and local agencies.  If you send LRS highly contaminated samples without the required disclosure and these cause interruptions in the lab’s ability to process work due to injury to  staff or contamination of instruments or work areas, at LRS’s option you may be held responsible for the costs of clean up and recovery.  LRS does not accept samples with radioactive contamination.
11. Holding Times.  LRS will initiate preparation and/or analysis within holding times if Sample Delivery Acceptance occurs within 48 hours of sample collection or within ½ of the holding time if the test’s holding time is less than 96 hours.  If Sample Delivery Acceptance occurs outside this period, LRS will use its best efforts to meet the holding times.  The holding time commitment will be satisfied if LRS does an initial analysis within holding time, even if reanalysis for Quality Assurance requirements occurs outside holding times.
12. Reports and Use of Data.  LRS prohibits the use of its name in connection with any unauthorized use of its reports without its prior written consent.  If results delivered by LRS do not meet the warranties described in these Terms and Conditions, but nevertheless are used by client and its’ client, then LRS still will be paid the contract price for its work.  If LRS’s work is challenged, shall be given the right to independently defend its data directly with the challenger; and if this right is not given to LRS, then client will pay LRS in full for the challenged work.
13. Special Reports.  Additional charges may be necessary for customized reports that differ significantly from LRS’s standard format.  Additional charges will apply for specific QA/QC reports and data packages.  LRS’s standard format for reporting results or data packages is electronic.  LRS reserves the right to charge a fee for report delivery other than electronic.
14. Hazardous Wastes.  Unused portions of samples found or suspected to be hazardous according to state or federal guidelines may be returned to the client upon completion of the analytical work.  These include samples known or suspected to contain hazardous materials as defined by the state or federal regulatory agencies.  The cost of returning the sample may be invoiced to the client.  LRS reserves the right to charge a fee for sample disposal for any and all samples received from Client.  LRS’s standard is to dispose of samples within 45 days of receipt.
15. Litigation.  All costs associated with the compliance to any subpoena or other official request for documents, for testimony in a court of law, or for any other purpose relating to work performed by LRS, in connection with work performed for client, shall be paid by client or the attorney requesting the documents.  Such costs shall include, but are not limited to, hourly charge for the persons deemed reasonable and associated with said litigation.
16. Indemnification, Liability, and Insurance.  LRS agrees to indemnify, defend, and save client, its officers, directors, employees, agents, and representatives harmless from all losses, expenses, demands, and claims made against client, its officers, directors, employees, agents, and representatives because of any personal injuries, death or property damage to the extent caused by the gross negligence or willful misconduct of LRS, its employees, agents or representatives in connection with the performance of services under this agreement, except to the extent such losses, expenses, demands, or claims occur as a result of the negligent or willful acts or omissions of client, its officers, directors, employees, agents and representatives, however, such indemnification and damages shall, In the aggregate, be limited to an amount equal to the lesser of (a) damages suffered by clients as the direct result thereof, or (b) the total amount paid by client for the work herein covered.
17. Warranty and Limits of Liability.  In accepting analytical work, LRS warrants the accuracy of test results for the sample(s) submitted.  The foregoing express warranty is exclusive and is given in lieu of all other warranties, expressed or implied.  LRS disclaims any warranty of fitness for particular purpose and warranty of merchantability.  In no event shall LRS be liable for indirect, special, consequential, or incidental damages including, but not limited to damages for loss of profit or good will regardless of (a) negligence (either sole or concurrent) of LRS and (b) whether LRS has been informed of the possibility of such damages.  LRS accepts no legal responsibility for the purposes for which the client uses the test results.  No purchase order for work shall be accepted by LRS which includes any conditions that vary from the above described terms of this agreement, and LRS hereby objects to any conflicting terms contained in any acceptance or order submitted by client.
18. Force Majeure, Etc. in no event shall LRS have any responsibility or liability to client for any failure or delay in performance by LRS, which results, directly or indirectly, in whole or in part, from any cause or circumstance beyond LRS[s reasonable control.  Such causes and circumstances include, but are not limited to, acts of God, client actions, acts or orders of any governmental authority, strikes or other labor disputes, natural disasters, accidents, wars, civil disturbances, equipment breakdown, unavailability of supplies from usual and customary suppliers, difficulties or delays in transportation, mail or delivery services, or any other cause beyond LRS’s reasonable control.
19. Terms and Condition of Agreement.  Work under these Terms and Conditions is assumed by all parties to be ongoing until canceled by either the Client or LRS.
20. Independent Contractors.  The parties agree that each are at all times acting and performing as independent contractors and that neither party shall be considered an agent, servant, employee, joint venture or partner with the other party.
21. Other Provisions.  (a) Notices:  Any notice required by this Agreement shall be in writing and shall be deemed given upon receipt.  Written notices may be delivered personally, via facsimile, or by U.S. mail, registered or certified, return receipt requested; or by commercial delivery.  Written notice shall be provided as indicated on signature page/cover sheet for this terms and conditions document.  (b) Entire agreement:  This agreement contains the entire agreement between the parties concerning the subject matter hereof and any representations or agreements, oral or otherwise, not contained herein, are superseded by the terms of this Agreement.  If LRS and client have executed a separate contract, it supersedes these terms and conditions.  (c)Amendment and waivers:  This Agreement may not be amended, supplemented or modified, and no provision hereof may be waived, unless such amendment, supplement, modification or waiver is in writing and signed by the party against whom enforcement is sought.  The waiver of any breach of default under this agreement shall not constitute the waiver of any other breach or default, whether or not similar, nor any subsequent breach of the same provision.  The election by either party of any right or remedy shall not be deemed exclusive of any other rights or remedies in law or in equity or as may be provided by this Agreement.  (d)Confidential Information. LRS and client agree to keep confidential and to take all reasonable precautions to prevent the unauthorized disclosure of any and all records required to be prepared or maintained by this Agreement, and LRS’s fees set forth on the exhibits.