Terms & Conditions (Click for a PDF File)
1. Analysis Requests: Before performing any work, Polymer Solutions Incorporated (PSI) shall examine and review client's analysis request, which shall outline the scope and timing of work to be performed. If such analysis request is incomplete or unclear, PSI shall consult with client before proceeding with the work. Client shall provide such additional information requested by PSI as may be necessary for the satisfactory performance of the work covered by each analysis request.
2. Outsourced or Off-site Testing: The client is notified of any testing that cannot be guaranteed to be cGMP compliant or performed by an ISO 17025 accredited lab in writing and for approval before any work commences.
3. Responsibilities of PSI: PSI shall perform its work in accordance with accepted standards within the industry and accepted standard operating procedures. However, PSI reserves the right to modify methods as necessary based upon experience and/or current scientific literature. PSI shall furnish all supervision, labor, facilities, equipment, materials, supplies, and certifications necessary or desirable to perform its work. If client directs a manner of making tests that varies from standard or recommended procedures, client shall indemnify and hold PSI harmless from all claims, damages, and expenses arising out of such direction. Such variations shall be noted on analysis requests.
4. Sample Custody: Samples accepted by PSI shall remain the property of client while in the custody of PSI. PSI shall extend the retention period if client so requests and agrees to pre-pay for additional storage. PSI reserves the right to charge for disposal of samples it considers difficult to handle or, at the option of PSI, to return samples to client in lieu of disposal. Client shall accept all such samples returned and charges incurred.
5. Safety: PSI is responsible for the health and safety of its employees. Client shall notify PSI of any hazardous substances present at the site where samples were acquired, or believed by client to be present in the samples, that may put PSI employees at risk. PSI may refuse acceptance or revoke acceptance of samples if it determines they present a risk to health, safety, or the environment or that PSI is not authorized to accept them.
6. Reports and Records: Unless otherwise agreed by PSI in writing, client shall use reports prepared by PSI only for the purposes disclosed to PSI at the time of contracting. PSI shall maintain records and supporting documents for work for a period of at least seven (7) years after completion of said work. PSI shall be the owner of all such documents; provided, however, that copies may be supplied to client upon request, and at the client’s expense.
7. Confidentiality: PSI reserves the right to ask a client to sign a Mutual Confidentiality Agreement before work is started. PSI shall not provide analytical results or information on client work to any party other than client, unless client, in writing, requests information to be provided to a third party or unless law requires disclosure by PSI.
8. Payment Terms: Client shall pay in full the net amount of each invoice submitted by PSI by the agreed upon terms. Amounts not paid when due shall bear interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is less, from the date due until the date of payment. Payment can be submitted by check, wire transfer, or credit card (MasterCard, Visa, or American Express). PSI reserves the right to invoice the cost for expendables at program start and/or to invoice upon issuing partial results.
9. Intellectual Property Ownership: Unless the parties otherwise agree in writing, during the course of any/all contract support services, PSI retains complete rights of ownership to all methods or procedures used by “PSI” that are proprietary or unique to PSI. The client will not divulge verbally or in writing any methods or procedures used by “PSI” that are proprietary.
10. Termination or Suspension: Client shall have the right to cancel orders placed with PSI or suspend work on orders, but shall be obligated to pay for any work completed and expenses incurred during the period of time prior to cancellation or suspension. A request by a client to change an analysis may be regarded by PSI as an order to suspend work until agreement is reached on the effect of such requested change on the compensation payable to PSI and other relevant issues raised by the requested change.
11. Right to Stop Work: In the event client fails to pay for services rendered within the agreed upon terms after the date of any invoice from PSI, then, in addition to any other rights or remedies provided by law and this agreement, PSI shall have the right to suspend any further work for client and to retain any and all of its work product not yet delivered to client. Client shall have no right to use the work of PSI for any purpose until the same has been paid for in full.
12. Recheck Policy: The client is not charged for a recheck if the recheck is a result of a laboratory error.
13. Alternative Dispute Resolutions: All disputes between PSI and client shall be submitted to alternative dispute resolution (ADR) as a condition precedent to litigation and other remedies provided by law. PSI and client each agree to exercise good faith efforts to resolve disputes through mediation unless both parties agree to another ADR procedure.
14. Limitation of Liability: In no event shall PSI be liable for any incidental or consequential damages of any kind, whether or not arising out of negligence. The aggregate liability of PSI for its negligent acts and omissions and for its non-intentional breach of the agreement with client shall not exceed the fee paid to PSI for its services, and client agrees to indemnify PSI from all liabilities to others in excess of that amount. The foregoing limitation on PSI’s liability does not apply to losses arising from the gross negligence of PSI or intentional breaches of contract.
15. Response to Legal Process: Client shall compensate PSI for its services and expenses if PSI is required to respond to legal process related to its services for client. Compensable services shall include hourly charges for all PSI personnel involved in the response and attorneys’ fees reasonably incurred in obtaining advice concerning the response, the preparation of the testifier and appearances related to the legal process.
16. Insurance: PSI shall, while performing its work for client, maintain in force workers compensation insurance in the amount required by law and general liability insurance in the amount of not less than One Million Dollars ($1,000,000.00).
17. Employment Practices: It is the policy of PSI not to discriminate against any employee or applicant for employment because of race, color, national origin, religion, sex, age, or for any reason prohibited by law.
18. Force Majeure: Neither PSI nor client shall have any liability for nonperformance caused in whole or in part by causes beyond their reasonable control. Such causes include, but are not limited to, acts of God, terrorism, civil unrest and war, acts of authorities and failure of subcontractors that could not reasonably be anticipated.
19. Relationship of the Parties: PSI shall perform work for client as an independent contractor.
20. Entire Agreement: Unless modified by a written agreement signed by client and PSI, these Terms and Conditions, the accompanying Proposal(s), Price Estimate(s), and Price Quote(s) issued by PSI, and any purchase orders, confidentiality agreements, and quality agreements submitted by client shall constitute the entire agreement between the parties as to the matters herein addressed, any prior course of dealing or trade custom notwithstanding. To the extent of any conflict between these Terms and Conditions and the terms and conditions in any purchase order or quality agreement submitted by client, these Terms and Conditions shall control.
21. Governing Law: The agreement between PSI and client shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to conflict of laws and principles.
ID 10053 Rev 12