Terms and Conditions
means those Terms and Conditions of Sale, including the Price Schedule, and
any additions or amendments hereto which are agreed to in writing.
Client means the individual or entity who may request laboratory, consulting, or sampling services, and his or its heirs, successors, assigns and representatives.
Price Schedule means Weck Labs’ standard price schedule as such document may be amended or reissued from time to time by Weck Laboratories, Inc. (“Weck Labs”).
Weck Labs offers and will accept orders for services (as defined
herein) only under the following General Terms and Conditions (the “Terms”).
These Terms shall not apply if Weck Labs and the Client shall have executed a
separate agreement in writing which does not incorporate the Terms. No
modifications to the Terms shall be valid and binding unless in writing and
signed by an authorized representative of client and Weck Labs.
The client may order services by submitting a written chain of custody
– record/order to Weck Labs. Any such order constitutes a) an acceptance by the
Client of Weck Labs’ offer to do business with the Client under the Terms and
Conditions, and b) an agreement to be bound by these Terms and Conditions. The
Client’s delivery of samples to Weck Labs or initiation of consulting services
constitutes the Client’s express assent to be governed by these Terms and
Conditions. No contrary or additional terms and conditions expressed in a
Client’s document shall be deemed to become a part of the contract created upon
acceptance of the Terms and Conditions.
For purposes of this Agreement, “services” shall mean all work to be
performed for Client, including provision of all equipment and materials to be
furnished by Weck Labs.
Weck Labs acts solely as an independent contractor in performing
Unless Weck Labs’ personnel perform the sampling, the client shall be
responsible for conditions which the samples are collected and for conditions in
and about the sampling site and for advising Weck Labs of the same and of all
information required to enable Weck Labs to perform its services safely and
Weck Labs will perform the services in accordance with the normal
standards of workmanship in the profession. Where applicable, Weck Labs will use
analytical methodologies which are in substantial conformity with U.S.
Environmental Protection Agency (EPA), state agency, American Society for
Testing and Materials (ASTM), Association of Official Analytical Chemists
(AOAC), Standard Methods for the Examination of Water and Wastewater, or other
recognized methodologies. Weck Labs reserves the right to deviate from these
methodologies if necessary or appropriate due to the nature or composition of
the sample or otherwise based on the reasonable judgment of Weck Labs.
Deviations, if any, will be made on a basis consistent with recognized standards
of the industry and/or Weck Labs’ Standard Operating Procedures. The total
liability of Weck Labs, its officers, agents, employees or successor to the
Client, arising out of or in connection with the services to be provided herein,
shall not exceed the invoiced amount for said services. Client’s acceptance of a
work order and/or proposal releases Weck Labs from any liability in excess of
the invoiced amount for the services notwithstanding any provision to the
contrary in any client purchase order or contract.
Client releases and shall save, indemnify, defend and hold Weck Labs,
its employees, officers, directors, agents, affiliates, subsidiaries, and parent
harmless from and against any and all liabilities, losses or damages, claims,
demands, causes of action, suits and associated expenses including, but not
limited to all court costs, expert witness fees, investigative expenses and
attorneys’ fees (the Litigation Expenses”) and awards arising in favor of Client
or any third party as a result of, and/or in any way occurring, incident to
arising out of, or in connection with the performance of services by Weck Labs
pursuant to this Agreement and/or the transportation, handling, or disposal of
Client’s Hazardous Materials: (i) injury, disease, or death of persons, (ii)
loss of, damage to, loss of, or loss of use of property and or (iii) financial
loss of every kind of character.
This indemnity does not apply to any of the foregoing losses, costs,
damages, or injuries caused solely by the gross negligence or willful misconduct
of Weck Labs or its employees. Further, this indemnity shall specifically apply
to losses, claims, damages, liabilities, awards, demands, Litigation Expenses,
suits or causes of action of every kind and character arising out of or in
connection with the negligence of or breach of contract by any Indemnified
Person, whether actual or alleged, in the performance of services under this
Agreement. The foregoing indemnities will be in addition to any liability which
the Client might otherwise have in Weck Labs and the other Indemnified Persons.
To the extent necessary under applicable law, Client agrees that its indemnity
obligation will be supported by available liability insurance coverage to be
furnished by Client, which insurance shall be in the maximum amounts permitted
under applicable law.
In no event shall Weck Labs be liable to Client for indirect, punitive,
special, incidental, or consequential damages (including, without limitation,
loss of profit or business interruption). Litigation Expenses or other fees
(including, without limitation, attorneys’ fees, court costs, and/or pre or
post-judgment interest), or any other expenses or costs incurred by Client or
any other party in any litigation against or involving Weck Labs or any
Indemnified Person in connection with this Agreement or any service provided
under this Agreement even if Client is the prevailing party.
In order for Weck Labs to perform the services requested by Client,
client will provide and Weck Labs will receive sample materials for analyses
such as asbestos, polychlorinated biphenyls, or any other hazardous or toxic
materials, wastes and substances which are defined, determined or identified as
such under federal, state or local laws, rules or regulations (whether now
existing or hereafter enacted or promulgated or any judicial or administrative
interpretation of any thereof (the “Hazardous Materials”). Client understands
and agrees that any Hazardous Materials received by Weck Labs from Client or at
Client’s request shall remain the property of Client and that upon completion of
Weck Labs’ services Weck Labs will dispose of all unused portions of samples as
specified by Client. In the event Client does not specify its preferred method
of disposal, Weck Labs will return to Customer all unused samples which contain
Hazardous Materials. Weck Labs reserves the right to charge Client for the
disposal of unused samples in accordance with Weck Labs’ current sample disposal
(a) Data and the sample materials provided by Client or at Client’s
request and the results obtained by Weck Labs shall be held in confidence
(unless such information is generally available to the public or is the public
domain or Client has failed to pay Weck Labs for all services rendered or is
otherwise in breach of the Agreement) subject to any disclosure required by law
or legal process. Weck Labs shall use the same standard of care it uses in
protecting its own confidential data and shall not be responsible for
unauthorized disclosure of said data where such standard was observed.
(b) Weck Labs’ reports and the data and information provided therein
are for the exclusive use and benefit of Client and Client agrees there shall be
no third party beneficiary of such reports, data, or information. Client will
not disclose to any third party any information concerning technical
information, software programs, or other formulations.
Client shall pay Weck Labs in accordance with Weck Labs’ applicable
Price Schedule in effect in the area of operations on the date the services were
rendered or with prices quoted and later confirmed in writing. The Price
Schedule is subject to change at any time without notice. Payment in advance or
when analysis is completed is required for all Clients until a credit account
has been established with Weck Labs. For those Clients with an established credit account, the terms for payment of charges are NET CASH within thirty (30)
days from date of invoice. To the fullest extent permitted (if at all) by
applicable law, any amount unpaid at the end of thirty (30) days is subject to
interest at the lesser of the maximum rate permitted by law or one and one-half
percent (1.5%) per month on the unpaid balances. If unpaid amounts are collected
through legal proceedings or by an attorney, the Client shall pay reasonable
costs and attorneys’ fees or agents’ fees associated with such collection
procedures or efforts.
Client may cancel any order for services hereunder subject to payment
for all service rendered and out-of-pocket expenses incurred up to date of
cancellation in accordance with the applicable Price Schedule.
Weck Labs shall not be responsible for delay or failure to perform the
services pursuant to this agreement due to causes beyond its control.
The parties agree that the Terms shall govern performance of Client’s
initial order and all subsequent orders for additional services, whether placed
in writing or orally, except to the extent the Terms are modified in writing and
executed by an authorized representative of each party.
Changes, modifications or amendments to the Terms shall be effective
only if in writing and executed by an officer of Weck Labs and by Client’s
authorized representative, except that subsequent orders for additional services
may be oral or in writing.
Weck Labs shall have no responsibility or liability for Client’s use of
or reliance on the data, information, or reports furnished by Weck Labs. Client
is securing services hereunder for his own account, and not as agent or broker,
or in any other representative capacity, for any other person or entity. It is
agreed and acknowledged that there are no third party beneficiaries to this
Agreement, and that no third party may rely on such data, information, or
reports. Client represents, warrants, and agrees that said data, information and
reports are not requested, nor shall be used or relied upon, in connection with
or as part of, the purchase, sale, underwriting, or distribution of any
securities, any periodic or other reporting to the holders of any securities,
the securing, amendment, renewal, or extension of any loan from any financial
institution or other lender or the certification to or contracting with,
directly or indirectly, any governmental agency or department.
Rush analyses are available for an additional charge and must be
arranged in advanced. If, for unforeseen reasons, the rush turnaround time
cannot be met, the normal price will apply.
Weck Labs cannot be responsible for holding times that are exceeded
because samples are delivered on weekend or after 3 p.m. on weekdays without
prior notification and acceptance. Standard holding times and storage conditions
are listed separately. For analyses with holding times of 14 days or less,
samples must arrive within 96 hours to allow us to meet holding times without
applying a rush surcharge. For short holding times (7 days or less), samples
must arrive at the lab within 48 hours of sampling to insure that they can be
met. For holding times of 48 hours or less, same day delivery is required to
guarantee holding times. Otherwise holding times would be based on arrival date.
All holding times shown are those in effect as of the publication date of this
fee schedule and are subject to change without notice. Where holding times are
not promulgated, recommended holding times have been listed.
All samples are retained for 30 days after analysis is complete. Sample
storage for longer periods is by request only. Pre-arranged long term storage is
subject to an additional charge as per fee schedule. Samples will be discarded
at the end of the pre-arranged storage time.