The Standard Terms and Conditions (“Terms”) contained herein shall apply to all quotations and offers made by and purchase orders accepted by Anderson Laboratories, Inc. (“ALI”). These Terms apply to all sales made by ALI except to the extent the Terms conflict with a separate agreement signed by an ALI Officer and Customer. These Terms may in some instances conflict with some of the terms and conditions affixed to the purchase order or other document issued by the Customer. In such case, the Terms contained herein shall govern, and acceptance of Customer’s order is conditioned upon Customer’s acceptance of these terms and conditions – by acknowledgement, by implication, or by acceptance and payment of services ordered hereunder. ALI’s failure to object to provisions contained in any communication from Customer shall not be deemed a waiver of the provisions herein. Any changes in the Terms contained herein must specifically be agreed to in writing and signed by an officer of ALI before becoming binding on either party.
All testing and evaluations performed by ALI will be In Accordance With (“IAW”) published industry standards and/or internal Work Instruction Procedures (“WIP”) unless otherwise agreed upon in writing. It is the customer’s responsibility to supply ALI with all applicable specifications or third-party documents related to the work effort requested that are not included in ALI’s controlled specification / code / standards library. All received samples submitted for analysis may be destroyed or altered for purposes of performing normal testing protocols. If samples cannot be destroyed or altered, it is the responsibility of the customer to notify ALI in writing prior to processing. When ALI makes a statement of conformance, the simple decision rule is applied, unless otherwise specified. Uncertainties are not included in PASS/FAIL determinations.
All prices are subject to change without prior notice. ALI will honor prices as stated on an ALI quotation, provided (A) both the purchaser and ALI accept the quotation within the time frame established on the quotation, (B) the signed copy of such quotation is received by ALI during such time frame, (C) the customer pays any amount due within the stated terms and (D) the customer’s account is in good standing. Upon expiration of a pricing offer as stated on an ALI quotation, the pricing shall automatically revert to ALI’s non-discounted pricing. A Customer whose account is not current may lose the benefit of negotiated or quoted pricing and may be subject to higher pricing on future transactions until their account is made current.
Unless otherwise agreed to in writing, payment terms shall be net due in United States Dollars (“USD”) 15 days from invoice date. Customer agrees to pay interest on any unpaid balance past the agreed upon terms at a rate of 18% APR (Annual Percentage Rate), plus a $25.00 USD late payment fee. Should ALI employ an attorney to enforce the terms of this agreement, ALI shall be entitled to recover from the Customer its actual attorney fees, costs, and expenses incurred. Any invoice amount not disputed by Customer within 30 days of the invoice date shall be deemed fully accepted by customer and any such amount shall stand. At ALI’s sole discretion, ALI may issue a stop-work order for any services provided by ALI on any account with an outstanding balance greater than 60 days from invoice date.
Radioactive materials are expressly forbidden on ALI property. Other Potentially Hazardous Materials (“PHM”) may only be transported to or accepted by ALI after ALI’s prior review of the applicable Material Safety Data Sheet (“MSDS”) and the written consent of ALI. All PHM’s must be clearly marked and accompanied by an MSDS prior to arrival on ALI property. All PHM’s will be returned promptly after testing to the Customer at their expense.
SHIPPING FEES AND CONDITIONS
All shipping, handling and freight costs shall be the responsibility of the customer.
RIGHT TO CURE
ALI shall have the right to issue revised documents to correct typographical, clerical or any other errors.
RIGHT OF REFUSAL
We have the right to refuse any customer order or request without prejudice or justification.
All testing performed may be witnessed by the customer at any point of processing. A witness fee may be assessed for customer or third-party source inspection or process verification. Visitors and suppliers are required to conform to ALI’s Safety Policies.
All test reports and certificates of analysis will be reported in an electronic format (e-mail, data transfer, etc.) or as otherwise agreed upon. Additional fees may be incurred for a hardcopy report.
Materials analyzed by ALI may be retained and disposed of IAW ALI’s Sample Retention Policy; A-POL-201. Material stored at the request of customer may be charged a storage fee. Customer requests for the return of materials must be stated in writing. Since sample custody and control have been transferred once the sample leaves ALI’s building, the results of all returned or disposed of samples are final and not subject to further interpretation.
These terms and conditions (and any agreement into which they are incorporated) shall be construed, interpreted, and enforced under and IAW the internal laws of the State of Wisconsin. Purchaser agrees to exercise any right or remedy in connection with these terms and conditions exclusively in, and hereby submits to the jurisdiction of the State of Wisconsin, Courts of Milwaukee County, Wisconsin, or the United States District Court Milwaukee, Wisconsin.
LIMITATION OF LIABILITY
Testing results reported apply only to the sample(s) submitted. Notwithstanding any other provision of this agreement, ALI and ALI’s officers, directors, partners, employees and subcontractors, and any of them, shall not be liable to purchaser, anyone claiming by or through purchaser or any other person or entity, for any and all claims, losses, costs, injuries or damages, including attorneys’ fees and costs, expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the services provided by ALI, ALI’s officers, directors, partners, employees and subcontractors, or any acts or omissions related thereto, for any sum in excess of the total compensation received by ALI under this agreement. Or the total amount of $50.00 USD, whichever is greater. Notwithstanding any other provision of this agreement, ALI and ALI’s officers, directors, partners. Employees and subcontractors, and any of them, shall not be liable to purchaser, anyone claiming by or through purchaser or any other person or entity, for any and all indirect, special or consequential damages, of any nature whatsoever, arising out of or alleged to arise out of ALI’s and ALI’s officers, directors, partners, employees and subcontractors, and any of them, acts or omissions in performance of services. Purchaser expressly waives any and all claims for such damages. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, except intentionally tortious or fraudulent acts or omissions of ALI, unless otherwise prohibited by law.