TERMS & CONDITIONS
1. The following are the Terms and Conditions upon which Telic Labs (“Company”) agrees to perform at the request of buyer (“Buyer”) the requested testing or other services (“Services”) on Buyer’s sample (“Product”). Provisions and conditions of Buyer’s purchase of the Services which are in any way inconsistent with or in addition to the provisions of these Terms and Conditions shall be inapplicable and not be binding upon Company unless specifically agreed to by Company in writing signed on behalf of Company by its authorized representative. No contract shall be formed until Company has Accepted the Product in accordance with Section 2.
Submission of Product. Buyer shall complete the following process in order to complete the submission process and submit a product to request the Services from Company:
Apply for an account using the link on Company’s website or in person at the Company’s physical location:
Email or physically provide to Company a copy of all of Buyer’s required State (or USDA if your State does not have one) documentation, permits, or licenses required to own, grow, or process the Product (“License”) at email@example.com or 2821 Dairy Drive, Suite 1, Madison, WI 53718.
Prepare the Product for the Services in accordance with Company’s guidelines.
Fill out and submit the Chain of Custody/Sample Submission Form on paper or through the Company’s client portal on the TagLeaf LIMS system.
By using the TagLeaf system, the Buyer must agree to the Terms of Service for TagLeaf which do not supersede or infringe upon the Terms and Conditions descrbed here.
2. (“Submission Process”)
ACCEPTED PRODUCT. After a Product has successfully completed the Submission Process in accordance with Section 1, the Company will send to Buyer labels for each Product and an invoice for payment for the Services. Buyer shall send (in accordance with Section 3 below) the Product with the appropriate labels and payment according to the invoice to Company at 2821 Dairy Drive, Suite 1, Madison, WI 53718. Only after receipt of such Product with the appropriate labels and correct payment will Company consider the Product Accepted (“Accepted”). Company may reject any Product for any reason at its discretion, including without limitation for non-compliance with these Terms and Conditions. After Company has Accepted the Product, no changes may be made to the order without Company’s written consent.
Delivery, Transfer of Title and Risk of Loss. Buyer shall be responsible for all title, liability, damage, and risk of loss of the Products until it is Accepted by Company it is facility located at 2821 Dairy Drive, Suite 1, Madison, WI 53718 (“Lab”) and shall be responsible for all shipping charges, premiums for freight insurance, export/import fees, tariff charges, and other transportation costs. Claims against a carrier for damage caused during shipment must be made by Consumer. After Company completes the Services, Company will make available for pick-up all reports from the Services for Company’s chosen carrier at Company’s Lab where at such time all title, liability and risk of loss to the same shall pass to Buyer upon receipt by carrier. Unless otherwise agreed in writing, Buyer will be responsible for all shipping charges, premiums for freight insurance, and other transportation costs. Claims against a carrier for loss or damage caused during shipment must be made by Buyer.
3. PAYMENT. Company may, at its discretion, deem the Product Accepted without full payment and perform the Services. In such case, Company shall issue an invoice after it performs the Services and the terms are Net 30 days from the date of Company’s invoice. Late payments are subject to a 1.5% per month late charge.
4. CANCELLATIONS. In the event Buyer cancels Buyer's order in whole or in part, or such contract is cancelled by Company because of default by Buyer, then Buyer shall pay Company by reason of such cancellation or default for all damages sustained, including completed Services, shipped or unshipped Products, at the current price applicable to the total quantity completed or uncompleted at time of default.
5. DISPOSAL OF PRODUCT. After the Product is Accepted, it becomes the sole property of Company to use or dispose of at its sole discretion.
6. BUYER’S LICENSE. Buyer represents and warrants that he/she/it has all of the consents, approvals, licenses, permits or authorizations necessary by any governmental authority to request the Services and own the Product.
THE SERVICES are provided “as is” and “as available” with all faults and without warranties of any kind. COMPANY HEREBY DISCLAIMS, ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO OTHER PERSON, FIRM OR CORPORATION IS AUTHORIZED TO ASSUME FOR COMPANY ANY OTHER LIABILITY IN CONNECTION WITH THESE TERMS AND CONDITIONS.
8. TAXES. In the event any sales tax, manufacturer's tax, or other tax is applicable to any shipment made on Buyer’s order, such tax shall be added to the selling price and shall be paid by Buyer.
9. Limitation of Liability. In no event shall Company be liable for indirect, incidental, consequential, special, or punitive damages of any kind or nature arising out of or relating to these Terms and Conditions or connected with or resulting from the Services, whether such liability is based on contract, tort, negligence, strict liability or otherwise, even if such party had been warned of the possibility of such damages. The cumulative liability, if any, of Company for direct damages arising under any provision of these Terms and Conditions or any contract formed pursuant hereto and under any theory of liability with respect to the Product or Services is limited to an amount not to exceed the price paid by Buyer for the particular Services giving rise to the liability. The right to recover damages within the limitations specified in this Section 10 is Buyer’s exclusive alternative remedy in the event any other contractual remedy fails in its essential purpose.
10. FORCE MAJEURE. Company will not be in default with respect to these Terms and Conditions or any contract formed pursuant hereto because of any failure or delay if the failure or delay is due to any occurrence beyond its reasonable control, including acts of God, acts of government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, civil commotion, war or war-like operation, acts of terrorism, invasion, military or usurped power, sabotage, and severe weather condition.
11. INDEMNIFICATION. Buyer hereby specifically agrees to hold Company harmless and indemnify Company against any and all claims for damages or profits, and for all costs and reasonable attorney’s fees incurred by Company resulting from any claim, suit or suits arising from any Services, Product claims, or Buyer’s representation and warranty in Section 7 (Buyer’s License).
12. Independent Contractor/No Agency. The relationship between Company and Buyer shall be that of independent contractor and nothing in these Terms and Conditions shall in any way be construed to constitute Buyer as an agent, employee, or representative of the Company or Company as an agent, employee, or representative of Buyer.
13. ASSIGNMENT. Buyer shall not assign in whole or in part any of its rights and obligations with respect to these Terms and Conditions or any contract formed pursuant hereto without the express written consent of Company.
14. Attorneys’ Fees. If Company retains legal counsel to enforce any of these Terms and Conditions or to recover damages from Buyer arising from Buyer’s breach of these Terms and Conditions, then Buyer shall pay Company’s reasonable attorneys’ fees together with cost of suit at both trial and appellate levels.
15. Applicable Law; Jurisdiction. These Terms and Conditions shall be governed by and construed in accordance with the internal laws of the State of Wisconsin, without regard to its conflict of laws principles or rules of construction concerning the draftsman hereof. Any controversy, claim or dispute arising out of or relating to this Agreement or the relationship, either during the existence of the relationship or afterward, between the parties hereto, their assignees, affiliates, attorneys, or agents, shall be litigated solely in state court in Dane County, Wisconsin or the United States District Court for the Western District of Wisconsin. Each Party (1) submits to the jurisdiction of such court, and (2) waives the defense of an inconvenient forum.