These Terms and Conditions, along with any statements of work (the “SOWs”) constitute the entire agreement between:
Americanna Labs, (“Americanna”), and the “Client”.
1. PAYMENT AND FEES.
Unless otherwise negotiated in writing, payment is due in full at the time of sampling. All payments for testing and/or consulting services (the “Services”) are due without regard to the results and notwithstanding any early termination of the Services by the Client. The Client further agrees to pay Americanna its then customary charge for work performed by Americanna (or its designated subcontractor) at the request of the Client and not included on any SOW, and for any work performed in connection with any legal proceeding relating to the Client or its products.
Sample collection fees are nonrefundable once they are assessed. A cancellation fee of $100 may be assessed for testing cancellations that occur within 24 hours after the sampling event or while samples are in transit to Americanna. Except in cases of inclement weather, a fee of $25 may be assessed for rescheduling requests within 24 hours before the sampling event.
3. LATE PAYMENTS
We reserve the right to withhold reports until payment is made in full.
Discounts may be negotiated with Clients. If a discounted invoice is more than 30 days past due, or if Client fails to provide the contracted number of samples, we reserve the right to rescind the discount and charge the full amount of the invoice.
5. ACCURACY OF INFORMATION AND AUTHORIZED REPRESENTATIVES
The information provided on the Client Information Form is accurate to the best of my knowledge. The Authorized Representatives designated therein will be granted permission to submit samples and engage in communications regarding samples on my behalf. Samples will only be accepted from an Authorized Representative and results will only be delivered to or discussed with an Authorized Representative, or as necessary to or with a regulatory body of appropriate jurisdiction pursuant to Section 7 below. It is my responsibility to contact the lab and update my Client Information Form as soon as information contained therein changes. Americanna Labs and its subcontractors disclaim all liability for acts or omissions stemming from my failure to update my Client Information Form. Any batch samples or materials submitted to Americanna become property of Americanna and may not be relinquished back to the provider unless otherwise stated in writing.
6. CONSULTING SERVICES
Client hereby engages Americanna as an independent contractor, and not as an employee or agent of Client in connection with the rendering of any consulting Services to the Client. Client hereby acknowledges that it shall be responsible for all final decisions based on the application of the Results or the findings expressed in any Report, advisory services, or testing results provided by Americanna.
7. LIMITS OF CONFIDENTIALITY
While Americanna strives to maintain client confidentiality, there may be occasions when client confidentiality must be waived. My right to confidentiality may be waived if an associated legal or regulatory body requests my client or testing information from Americanna during a legal investigation or audit of laboratory activities. My test results for regulatory compliance will be communicated with any associated regulatory bodies as required by the Florida Department of Health, Agriculture or Consumer Services. In the event of a legal investigation or audit, every effort will be made to notify the client in advance. Client information and records are maintained for a minimum of five (5) years.
8. LIMITATION OF LIABILITY
By signing below, I understand that Americanna provides services with no Warranty, expressed or implied. Liability of Americanna to the Client is limited to the negotiated cost of services. Americanna is not liable for any exemplary, punitive, indirect, incidental, special or consequential damages arising from or associated with services provided by Americanna to the Client. Americanna shall be exempt from all liability associated with any consequences resulting from the interpretation of test results. I understand that Americanna cannot provide any guarantee concerning turnaround time of results or time of completion of requested services. Americanna shall be exempt from all liability associated with the timing of delivery of test results or other services to the Client.
Client agrees to indemnify, hold harmless and defend Americanna, its officers, directors, agents, representatives and employees from any and all claims, liabilities, damages, and expenses on account of death or injury to any person or damage to any property, including without limitation, loss of earnings or profits, arising from or in connection with the testing services to be performed hereunder, any omissions in connection with such services or any defect related to a manufactured product where a sample of such product was tested hereunder. Client further agrees to indemnify and hold Americanna and its designated subcontractor harmless to the fullest extent permitted by law from any and all damages, expenses, fines, judgments, liabilities, losses and costs, including reasonable attorneys’ fees incurred by Americanna or its designated subcontractor (a) in connection with or arising from any breach by the Client of the terms of this Agreement, and (b) as a result of any claims, causes of action, suits or legal proceedings brought against Americanna and arising out of its delivery of the Services and preparation of the Report contemplated hereunder; provided that the Client shall not be required to indemnify Americanna or its designated subcontractor for any claim or cause of action resulting from the gross negligence or willful misconduct of Americanna or its designated subcontractor.
10. ACKNOWLEDGEMENT AND AUTHORIZATION OF SUBCONTRACTING OF SERVICES
By signing below, I acknowledge that this laboratory may at any time subcontract services to a designated facility to satisfy any requested analytical or consultation work in accordance with all applicable rules or regulations. If requested services are for regulatory compliance, subcontracting shall always occur between laboratories accredited to the appropriate scope of testing to complete the work requested.
11. AUTHORIZATION TO PERFORM WORK
By signing below, I authorize the Americanna to perform all requested work utilizing the most appropriate methods as deemed necessary by the Americanna unless otherwise negotiated and documented in writing.
12. FORCE MAJEURE
Performance of the Services by Americanna and/or its designated subcontractor may be delayed or excused when such performance is commercially impossible or impracticable as a result of war, strikes, shortages, weather events, or other causes beyond their reasonable control.
13. GOVERNING LAW
In the event any provision contained herein is determined to be invalid, illegal or otherwise unenforceable in any respect for any reason, the validity, legality and enforceability of the provision in every other respect and the remaining provisions of these Terms and Conditions will not be in any way impaired and shall remain in full force and effect. No waiver of any term of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term, and Americanna’s failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision. Your use of the Services following any amendment of these Terms and Conditions will signify Your assent to and acceptance of the revised terms. These Terms and Conditions constitute an agreement that shall be governed by and construed in accordance with Florida state law. You agree that any cause of action arising out of or related to the Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.