| Article 1 – Services. ABC Research Corporation (ABC Research) shall: |
| 1.1 |
Perform testing services in a professional manner, using a degree of
care and skill consistent with the industry standards and in
accordance with applicable standard practices, laws and
regulations. |
| 1.2 |
Submit reports of services performed indicating, where applicable,
compliance with commercially accepted practices. Such reports will
be based upon samples provided by CLIENT. ABC Research, and
its employees or agents, shall not use (except in the course of the
services provided herein), in any form or manner, and shall not
disclose, in whole or in part, to any other party, CLIENT’s
confidential information. |
| 1.3 |
ABC Research, by the performance of services covered hereunder,
does not in any way warrant, assume, abridge, or abrogate any
duties, responsibilities or authorities with regard to the facility or the
samples provided by CLIENT or its authorized representatives. |
| 1.4 |
Results are provided solely based on samples of product tested by
ABC Research and such results are intended for use by persons
having professional skills, at their own risk, and ABC Research
assumes no responsibility, and CLIENT hereby waives all claims
against ABC Research, for consequences or damages related to
CLIENT’s sample. |
| |
| Article 2. Client’s Responsibilities. CLIENT Shall: |
| 2.1 |
Designate in writing a person or entity to act as CLIENT’s
authorized representative with respect to ABC Research’s services
to be performed; such person or entity shall have complete authority
to transmit instructions, receive information and data, and to order,
at CLIENT’s expense, additional services. |
| 2.2 |
Designate in writing CLIENT’s representatives and/or third parties who
are authorized to receive copies of testing services results.
Allow ABC Research’s employees, agents and representatives
reasonable access to CLIENT’s facilities as necessary to perform
the services hereunder. CLIENT shall be responsible for providing a
safe work place and safe working conditions for ABC Research’s
employees, agents and representatives. Any hazardous or toxic
materials to which ABC Research’s Agreement shall be properly
stored and labeled in accordance with applicable regulations.
CLIENT hereby represents and warrants that it has the full right and
authority to enter in to this Agreement. |
| |
| Article 3. Reports. CLIENT shall agree that: |
| 3.1 |
Any report of results furnished solely for the benefit of CLIENT and
any of its authorized representatives and such report may not be
reproduced except in full; it may not be altered, amended or relied
upon by any other person or entity without the prior written consent
of ABC Research. |
| 3.2 |
Any reports shall be the confidential property of CLIENT, and shall
not be distributed, except (1) as may be required by law or
regulation and/or (2) to those persons or entities specifically
designated in writing by CLIENT or his authorized representatives. |
| 3.3 |
CLIENT shall not, without prior written consent of ABC Research,
use ABC Research’s name, trademark or logo or any results or
report prepared by ABC Research in connection with any marketing
or advertising or in any publication in any manner without prior
written consent of ABC Research. |
| 3.4 |
CLIENT shall not at any time misrepresent the substances or effect
of or any material fact, conclusion or finding contained in any report
or other information received from or relating to ABC Research or its
work on behalf of CLIENT. |
| 3.5 |
ABC Research shall retain all pertinent record relating to the services
performed hereunder for a period of five (5) years following
submission of the report during which period the records will be
made available to CLIENT upon written request, which may result in
additional cost. |
| |
Article 4. Sample Retention. After results have been reported to
CLIENT, products are retained by ABC Research as follows: |
Sample Type
Quantitative Micro & Chemistry
Qualitative Micro
Water (Potability test) |
Retention Time
30 days
30 days
Not retained |
|
| Article 5. Payment. |
| |
CLIENT shall pay ABC Research for services and
expenses in accordance with ABC Research’s invoices which shall
be paid within thirty (30) days of the date of invoice. Any balances |
|
| |
remaining unpaid at due date may be subject to a service charge of
1.5% per month until paid, but in no even shall such charge exceed
the rate permitted by applicable law. Payments over the past due
date shall be deemed an event of default under this Agreement. If
legal action or collection proceedings are necessary to enforce
payment, CLIENT shall be liable for ABC Research’s costs of
collection, including collection agency and attorney’s fees. ABC
Research reserves the right, previous to performing any services, to
require from CLIENT satisfactory security for performance of
CLIENT’s obligations. If CLIENT fails to furnish satisfactory credit
information, or if its account is in arrears, ABC Research may, at its
option, defer further performance, or cancel performance of service. |
| |
| Article 6. General Conditions. |
| 6.1 |
CLIENT agrees to defend, indemnify and hold ABC Research
harmless to the fullest extent permitted by law from and against any
and all loss, liability, claims, damages, costs and expenses
(including but not limited to attorneys’ fees and charges of
employees of ABC Research involved in litigation) or other cause of
action arising out of, or relations to, CLIENT’s acts, negligence and
omissions, or arising out of any violation by CLIENT of its
obligations set forth in this Agreement. |
| 6.2 |
If this Agreement is terminated by either party for any reasons, ABC
Research shall be paid in full for all services performed through the
termination date, and the CLIENT shall be provided with a report of
services conducted prior to termination. |
| 6.3 |
CLIENT may not delegate, assign or transfer obligations or interest
in the Agreement without the prior written consent of ABC Research.
ABC Research may assign or transfer some or all of its rights at any
time to an affiliate provided such affiliate assumes ABC Research’s
under this Agreement and ABC Research may, in its sole judgment,
subcontract to other qualified laboratories certain services. |
| |
| Article 7. Entire Agreement. |
| 7.1 |
The warranty, obligations and liabilities of ABC Research
hereunder are exclusive and in lieu of all other remedies,
warranties, guarantees or liabilities, express or implied, arising
by law or otherwise, with respect to the services provided
hereunder (are excluded, without limitation, any obligation of
ABC Research with respect to merchantability, fitness for a
particular purpose, non-infringement and indirect, incidental or
consequential damages). In no event shall ABC Research’s
liability to CLIENT under any claim exceed a refund of the
amount paid by CLIENT for the service that is the subject of the
claim. The client’s remedies set forth herein shall be CLIENT’s
sole and exclusive remedies under this agreement. |
| 7.2 |
ABC Research shall not be liable for delays or other problems
caused by unforeseen circumstances or circumstances beyond its
reasonable control, compliance with governmental requests, laws,
regulations or breakage or failure of machinery or apparatus or any
other event beyond the reasonable control of ABC Research. |
| 7.3 |
The Agreement represents the entire agreement between CLIENT
and ABC Research and supersedes all negotiations,
representations or agreements, written or oral. Terms and
conditions included in CLIENT’s purchase order or any other
document shall not be applicable. The obligations set forth in
paragraph 3, 4, 5, 6 and 7 shall survive the termination of this
Agreement. |
| 7.4 |
In the event that any of the provisions of this Agreement are or
become null or void, such provision shall be deemed to have been
deleted from this Agreement and the remaining provisions hereof
shall remain valid and enforceable. The validity, interpretation and
performance of this Agreement shall be governed by the laws (but
not the conflict of law rules) of the State of Florida (USA). Any
litigation arising hereunder shall be resolved by a court of competent
jurisdiction located in the State of Florida. |
| 7.5 |
If for any reason this Agreement is not signed by CLIENT, any
conduct by CLIENT which recognized the existence of a contract
pertaining to the subject matter hereof, including but not limited to
performance of service by ABC Research for the benefit of CLIENT
or CLIENT providing samples to ABC Research, shall constitute
acceptance by CLIENT of this Agreement and all of it terms and
conditions. |
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