Introduction
The following Terms and Conditions are contract provisions applicable to all customer orders for PCR and Microbiology Analysis (GMO, Species, and Pathogen testing) and are incorporated by reference into all testing orders from FoodChain ID Testing NA, Inc. or any of its affiliates (collectively, “FoodChain ID Testing”). Please read these terms and conditions carefully since, among other things, they limit the liability of FoodChain ID Testing, including its affiliates, for PCR and Microbiology Analysis (testing services).
The customer ordering (the ”Customer,”) is an existing or prospective customer of FoodChain ID Testing who desires to obtain from FoodChain ID
The Customer will submit to FoodChain ID Testing an Analysis Order Form and Agreement, and the Terms and Conditions below are incorporated into the Order Form and Agreement and shall be additional terms applicable to all testing performed by FoodChain ID Testing for Customer and any of its affiliates.
Terms and Conditions
1. FoodChain ID Testing shall not be responsible for determining whether the sample(s) tested are representative samples of the total quantity from which the samples have been taken. Samples sent to FoodChain ID Testing for testing will not be returned to Customer unless specifically requested in writing.
2. As a safeguard to the industry and to FoodChain ID Testing’s reputation, and to promote high standards in relation to PCR testing of food/feed/environmental samples, Customer agrees that it will not make any representations about FoodChain ID Testing other than with respect to test results for the specific food/feed/environmental products listed on an order form and subsequently reported in the Analysis Report. Any other use of the name “FoodChain ID Testing” by Customer must be approved in writing by FoodChain ID Testing prior to said use. Customer will follow any guidelines of FoodChain ID Testing to preserve its trademarks and other intellectual property rights.
3. In the event that credit has been granted by FoodChain ID Testing, Customer will pay all invoiced amounts within the stated term of the invoice date as indicated on the invoice. Any amount remaining unpaid later than the stated term will be considered past due and will accrue late payment charges at the rate of 1.5% per month until paid in full. Customer agrees to pay all collection costs, including reasonable attorney’s fees and court costs incurred by FoodChain ID Testing in collecting such past due amounts. FoodChain ID Testing, in addition to any other remedies available, may suspend all further testing for Customer until all past due amounts, late payment charges, and collection costs are paid.
4. The maximum liability of FOODCHAIN ID TESTING and any of its employees, Directors, contractors, or other representatives for acts or omissions in connection with any analysis, testing, or other services for customer shall be the amount paid by customer (or its affiliate or subsidiary) for the analysis, testing or other services that results in customer’s loss. THIS LIMITATION SHALL NOT APPLY TO: 1) GROSS NEGLIGENCE OR MORE CULPABLE ACTS OR OMISSION (INCLUDING RECKLESSNESS OR WILLFUL MISCONDUCT); 2) BAD FAITH FAILURE TO MATERIALLY COMPLY WITH ANY OF THE MATERIAL OBLIGATIONS SET FORTH IN THIS AGREEMENT; OR 3) FRAUD. The foregoing warranty and agreement is in lieu of all other warranties express or implied, and FOODCHAIN ID TESTING shall not, under any circumstances, be liable for indirect, consequential, or punitive damages, or any damages in the nature of lost profits, or for injury or harm to any person. It should be noted that the foregoing limitation of liability and disclaimer of warranties may not be valid under the laws of some states.
5. The Customer will defend, indemnify, and hold FoodChain ID Testing and its directors, officers, employees, and agents (collectively, the “indemnified parties”) harmless from and against any claim, suit, demand, loss, damage, or expense (including reasonable attorney’s fees) imposed upon any of the indemnified parties by any third party arising from or related to the testing of FoodChain ID Testing for Customer, or any acts or omissions of the Customer in selling products of the kind tested by FoodChain ID Testing, or in using any name or trademark of FoodChain ID Testing. However, the foregoing indemnification shall not apply in the event and to the extent that a court of competent jurisdiction determines that any loss arose as a result of the willful misconduct of FoodChain ID Testing.
6. Any dispute arising out of or relating to this Agreement or any services provided by FoodChain ID Testing to Customer shall be governed by the internal laws of the State of Iowa and not its conflicts of laws principles. Any such disputes shall be resolved by arbitration in Iowa in accordance with the rules of the American Arbitration Association.
7. If any provision of these Terms and Conditions shall be deemed to be unenforceable, it shall not affect the remaining provisions of these Terms and Conditions.
8. These Terms and Conditions may only be modified by an instrument in writing signed FoodChain ID Testing and the Customer.