FLORA RESEARCH LABORATORIES LLC STANDARD TERMS & CONDITIONS
Unless otherwise agreed in a mutually executed formal contract, services provided by Flora Research Laboratories LLC are expressly limited to the terms and conditions stated herein:
CONFIDENTIALITY – Flora Research Laboratories LLC (also referred to herein as FRL) agrees to maintain strict confidentiality and the utmost discretion regarding business performed for client companies and all matters related thereto, and shall bind its officers, employees, agents and representatives to like covenants. In the event that documentation is required to substantiate the legitimacy of credit card charges processed by us on behalf of client, client hereby authorizes FRL to provide requesting agency with copies of invoices or work orders related thereto. Client consents to the disclosure of such financial documentation to FRL’s banking, lending and tax agencies as may be necessary for FRL to conduct its financial affairs. FRL otherwise maintains its obligation to maintain strict confidentiality. No reports or copies thereof shall be sent to anyone other than the applicable client unless client formally requests us to do so in writing, or when required by law, as in the event of subpoena by a governing or legal body, or when compelled to do so by an authorized governing authority. In the latter instance, FRL shall make reasonable attempts to notify client promptly. Likewise, clients shall also respect such relationships of trust. Client agrees not to use Flora Research Laboratories’ name and/or data in any manner that might cause harm to FRL’s reputation or business.
NEUTRALITY - FRL is an independently owned and operated natural products laboratory, offering services to the industry at large. No conflict of interest shall be deemed to exist by our provision of services to other clients, whatsoever their relationship to the client below or to any other existing or future client; nor shall any Agreement entered into to provide consultation, expert witness testimony, testing or any other service(s) be construed to limit our continued freedom to provide services to any other existing or future client. We do not endorse client companies or their products, nor can we guarantee the quality of any product manufactured or sold by clients or others. We have no knowledge of the origin of samples submitted, be they representative of the client’s product, a competitor’s, or an existing or potential supplier’s. Our role in client companies’ quality assurance programs is to provide analytical testing and other laboratory services on samples submitted. We have no control over the decisions these companies make, which tests they choose to have performed, or the extent to which they utilize information provided by us in the purchasing, formulation, and marketing of their products. FRL prohibits the use of its name in connection with any unauthorized conclusions based upon its reports, without prior written consent. Under no circumstances is the name Flora Research Laboratories to be published or broadcast in any medium--alone or in association with that of any other party--without its prior approval in writing.
PRICING & PAYMENT TERMS & CONDITIONS - Prices for non-contract work are subject to change without notice. FRL may offer price breaks based on volume; quotations are available upon request. Unless otherwise specified in writing, all quotations are valid thirty days from date of issue. Special preparation or handling charges may also apply to some sample types. Checks must be payable in US funds from a bank within the federal reserve system. First-time work orders must be paid in advance. Clients may submit an application for billing should they desire to establish an account for subsequent submissions. Upon approval, payment of invoices shall be due on receipt. Billing privileges are contingent upon compliance with established payment terms. FRL reserves the right to hold reports pending payment in full. A late fee of $20 per month will be incurred on invoices 30 days past due. In the event of default in payment for services rendered, client shall be responsible for paying reasonable collection and/or legal expenses. All fees are charged and billed directly to client. No charges will be billed to a third party without a statement, signed by the third party, which acknowledges and accepts payment responsibility. Turnaround is calculated from the day acceptable samples have been received at our Sample Receiving facility along with complete and correct paperwork and payment in full if required, until the day results are reported (which shall be defined as having been faxed, mailed, shipped, phoned, hand-delivered or reported via electronic media). Samples received after noon shall be deemed received the following morning. Reporting is defined as a summary of analytical findings unless otherwise specified by FRL in writing. Failure to comply with instructions for sample submission may result in order being delayed or rejected. Working days are defined as weekdays excluding holidays and blackout days (i.e., when our laboratory is closed due to audits, inventory, conferences, etc.) A substantial surcharge is applied when work is to be expedited and results reported earlier than our standard timeframe. Expedited service is contingent upon prearrangement with FRL.
RIGHTS - FRL shall acquire no right, title or interest in any product(s) or product line(s) developed by Client by virtue of its analysis of samples of such product(s). Any such product(s) or product line(s) are and shall remain the sole property of Client. Any and all methodology related to analysis and quality control developed for samples submitted by Client or the constituents thereof shall remain the sole property of FRL for its use as it sees fit. Client shall have the right to use the reports provided by FRL as it sees fit, and may publish the contents thereof, excepting FRL’s name and logo may not be published without its prior written consent. Raw data produced, and FRL’s internal records related thereto, shall remain the property of FRL for use as it sees fit. FRL cannot be held responsible for, and accepts no liability arising from, how Client elects to use reports or the contents thereof.
SAMPLE SUBMISSION - All sample submissions must include a signed copy of a work order generated by FRL, unless client has entered into a contract with FRL for ongoing work whereby alternative sample submission arrangements have been specifically agreed upon in writing. It is necessary for us to assume that products are correctly labeled and that signed work orders accurately reflect the services and testing protocol desired. Client accepts full and sole responsibility for determining which tests and analyses are to be performed. Client shall hold FRL harmless from any liability arising from client’s decisions, actions, omissions and/or failures to act, including but not limited to client’s choices regarding the scope and extent of testing, appropriateness and adequacy of specific tests and analytical methods, and/or client’s failure to have tests conducted, whether or not such services are available through FRL, or were discussed with FRL. Once a sample has been logged into our system and released to the lab, the job shall be deemed “in progress.” Should client wish to stop, cancel or make changes to work in progress, client shall in no way be relieved of its obligation to pay for the work originally requested, regardless of status. FRL will not be responsible for holding samples past the retention times below, should client halt work in progress or samples be placed on hold. Failure to submit complete and correctly executed sample submission paperwork, along with any required payment, may result in samples being placed on hold. FRL is not responsible for obtaining these items, nor for samples in transit to us or sent in error to our business correspondence address rather than our Sample Receiving address. We recommend that samples be shipped to us via a traceable carrier. Client is solely responsible for verification of receipt.
HAZARDOUS WASTES - Unused portions found or suspected to be hazardous according to state or federal guidelines may be returned to client upon completion of work. These include samples known or suspected to contain hazardous materials as defined by state or federal regulatory agencies. The cost of returning any such sample(s) shall be invoiced to the client.
LITIGATION - All costs associated with 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 FRL, in connection with work performed for a client, shall by paid by that client. Such costs shall include, but are not limited to, hourly charge for persons involved in responding to subpoenas, travel and accommodations, mileage, attorneys’ preparation of testifier and advice of counsel in connection with response to subpoenas, and all other expense deemed reasonable and associated with said litigation.
LIMITS OF LIABILITY - We agree to perform analysis on samples as outlined in our corresponding work order or mutually executed formal written contract. No changes or amendments thereto shall be deemed valid unless a revised work order is issued by FRL, or the contract in effect is modified by a written amendment and mutually executed. No purchase order or other order for work shall be accepted by FRL which includes any conditions at variance with our Standard Terms & Conditions as described herein and in future updates thereof, and FRL hereby objects to any conflicting terms contained in any acceptance or order submitted by client. Our liability is limited to the cost of analysis performed. We recommend that analysis of a critical nature be performed in duplicate and, if possible, by a secondary analytical method for confirmation of findings.
RETENTION OF SAMPLES & REPORTS – All samples submitted become the property of Flora Research Laboratories. After analytical results have been reported, or if samples are placed on hold for any reason, samples are routinely retained in our storage facilities according to the following schedule: Perishable samples are disposed of immediately upon completion of analysis; Microbiological samples are retained for seven days; All other samples are retained for thirty days. FRL cannot be held responsible for samples after expiration of retention period. Arrangements must be made in advance if samples are to be held for periods longer than those indicated. FRL may charge a monthly fee for such extended storage, which is subject to space availability. After analytical results have been reported to client, FRL shall retain data for a period of one (1) year, after which such reports may be destroyed. If client requests additional copies of analytical reports during the retention period, an additional charge will apply to the preparation and printing of such reports.
SEVERABILITY - Should any portion or provision of these Terms and Conditions be adjudicated unenforceable by a court of competent jurisdiction, such portion or provision shall be enforced to the maximum extent permissible so as to effect the intent thereof, and the remainder of the Terms and Conditions shall continue in full force and effect.
These Terms and Conditions may be periodically updated as needed, and will thereafter apply; it is the client’s responsibility to obtain current Terms & Conditions prior to submitting additional samples, but failure to do so shall not affect their applicability. The terms client and client company are used herein interchangeably.
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