GENERAL TERMS AND CONDITIONS
These Terms and Conditions embody the whole agreement of the parties in the absence of a signed and executed contract between the Medelys Laboratoires International (MEDELYS) and Client. They shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties. The MEDELYS specifically rejects all additional, inconsistent, or conflicting terms, whether printed or otherwise set forth in any purchase order or other communication from the Client to the MEDELYS. The invalidity or unenforceability in whole or in part of any provision, term, or condition hereof shall not affect in any way the validity or enforceability of the remainder of the Terms and Conditions. No waiver by MEDELYS of any provision, term, or condition hereof or of any breach by or obligation of the Client hereunder shall constitute a waiver of such provision, term, or condition on any other occasion or a waiver of any other breach by or obligation of the Client. This agreement shall be administered and interpreted under the laws of the state which services are procured.
Scope and Compensation.
Limitations of Liability.
Hazard Disclosure. Sample Handling.
Recognizing that the nature of many samples is unknown and that some may contain potentially hazardous components, MEDELYS warrants only that it will perform testing services, obtain findings, and prepare reports in accordance with generally accepted analytical laboratory principles and practices at the time of performance of services. MEDELYS makes no other warranty, express or implied.
MEDELYS agrees to perform the services described in the chain of custody to which these terms and conditions are attached. Unless the parties agree in writing to the contrary, the duties of MEDELYS shall not be construed to exceed the services specifically described. MEDELYS will use MEDELYS default method for all tests unless specified otherwise on the Work Order.
Payment terms are net 30 days from the date of invoice. All overdue payments are subject to an interest charge of one and one-half percent (1-1/2%) per month or a portion thereof. Client shall also be responsible for costs of collection, including payment of reasonable attorney fees if such expense is incurred. The prices, unless stated, do not include any sale, use or other taxes. Such taxes will be added to invoice prices when required.
Compensation for services performed will be based on the current Lab Analytical Fee Schedule or on quotations agreed to in writing by the parties. Turnaround time based charges are determined from the time of resolution of all work order questions. Testimony, court appearances or data compilation for legal action will be charged separately. Evaluation and reporting of initial screening runs may incur additional fees.
In the event of any error, omission, or other professional negligence, the sole and exclusive responsibility of MEDELYS shall be to re- perform the deficient work at its own expense and MEDELYS shall have no other liability whatsoever. All claims shall be deemed waived unless made in writing and received by MEDELYS within ninety (90) days following completion of services.
MEDELYS shall have no liability, obligation, or responsibility of any kind for losses, costs, expenses, or other damages (including but not limited to any special, direct, incidental or consequential damages) with respect to MEDELYS’s services or results.
All results provided by MEDELYS are strictly for the use of its clients and MEDELYS is in no way responsible for the use of such results by clients or third parties. All reports should be considered in their entirety, and MEDELYS is not responsible for the separation, detachment, or other use of any portion of these reports. Client may not assign the lab report without the written consent of the MEDELYS.
Client covenants and agrees, at its/his/her sole expense, to indemnify, protect, defend, and save harmless the MEDELYS from and against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, actions, proceedings, costs, disbursements and/or expenses (including, without limitation attorneys’ and experts’ fees and disbursements) of any kind whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against client relating to, resulting from or arising out of (a) the breach of this agreement by this client, (b) the negligence of the client in handling, delivering or disclosing any hazardous substance, (c) the violation of the Client of any applicable law, (d) non-compliance by the Client with any environmental permit or (e) a material misrepresentation in disclosing the materials to be tested.
Client represents and warrants that any sample delivered to MEDELYS will be preceded or accompanied by complete written disclosure of the presence of any hazardous substances known or suspected by Client. Client further warrants that any sample containing any hazardous substance that is to be delivered to MEDELYS will be packaged, labeled, transported, and delivered properly and in accordance with applicable laws.Prior to MEDELYS’s acceptance of any sample (or after any revocation of acceptance), the entire risk of loss or of damage to such sample remains with Client. Samples are accepted when receipt is acknowledged on chain of custody documentation. In no event will MEDELYS have any responsibility for the action or inaction of any carrier shipping or delivering any sample to or from MEDELYS premises.
Client authorizes MEDELYS to proceed with the analysis of samples as received by the laboratory, recognizing that any samples not in compliance with all current DOH-ELAP-NELAP requirements for containers, preservation or holding time will be noted as such on the final report.
Disposal of hazardous waste samples is the responsibility of the Client. If the Client does not wish such samples returned, MEDELYS may add storage and disposal fees to the final invoice. Maximum storage time for samples is 30 days after completion of analysis unless modified by applicable state or federal laws. Client will be required to give the MEDELYS written instructions concerning disposal of these samples.
MEDELYS reserves the absolute right, exercisable at any time, to refuse to receive delivery of, refuse to accept, or revoke acceptance of any sample, which, in the sole judgment of MEDELYS (a) is of unsuitable volume, (b) may be or become unsuitable for or may pose a risk in handling, transport, or processing for any health, safety, environmental or other reason whether or not due to the presence in the sample of any hazardous substance, and whether or not such presence has been disclosed to MEDELYS by Client or (c) if the condition or sample date make the sample unsuitable for analysis.
Legal Responsibility. MEDELYS is solely responsible for performance of this contract, and no affiliated company, director, officer, employee, or agent shall have any legal responsibility hereunder, whether in contract or tort including negligence.
Assignment. Force Majeure.
MEDELYS may assign its performance obligations under this contract to other parties, as it deems necessary. MEDELYS shall disclose to Client any assignee (subcontractor) by ELAP ID # on the submitted final report.
MEDELYS shall have no responsibility or liability to the Client for any failure or delay in performance by MEDELYS, which results in whole or in part from any cause or circumstance beyond the reasonable control of MEDELYS. Such causes and circumstances shall include, but not limited to, acts of God, acts or orders of any government authority, strikes or other labor disputes, natural disasters, accidents, wars, civil disturbances, difficulties or delays in transportation, mail or delivery services, inability to obtain sufficient services or supplies from MEDELYS usual suppliers, or any other cause beyond MEDELYS reasonable control.
This contract shall be continued under the laws of the State of New York without regard to its conflicts of laws provision.