Fillable Printable Terms and Conditions of Sales and Services
Fillable Printable Terms and Conditions of Sales and Services
Terms and Conditions of Sales and Services
Page | 1 of 4 Effective as of 1/2008
TERMS AND CONDITIONS OF SALES AND SERVICES
1. ENTIRE AGREEMENT
The terms and conditions set forth herein below constitute the entire agreement between Quantex
Laboratories, Inc., hereinafter "Quantex", and "Client" ( meaning the individual, partnership, corporation,
firm, association, or other person or entity listed or designated as the "Client" on Quantex's Sales and/or
Price Quotation forms(s), Request For Analysis document, Work Authorization document, Credit
Application or any other form or document submitted to Quantex), each individually referred to as “Party or
collectively as “Parties”. Any and all transactions and business conducted by and between Quantex and
the Client shall be governed by and subject to these Terms and Conditions, and there are no promises,
representations, understandings, or warranties of any kind except as expressly set forth herein.
2. CONFLICT OF TERMS
Not withstanding any provisions herein to the contrary, no terms or conditions in Client's purchase order,
acknowledgment form, confirmation, or any other documents issued by Client or on behalf of Client which
conflict with or in any way differ from the condition and terms set forth herein, or which increase Quantex's
obligations hereunder, shall be binding on Quantex. Any conflicting terms contained in any order or
acceptance submitted by Client shall be null and void.
3. ACCEPTANCE
Submitting to Quantex by the Client of Client's purchase order, Client's sample(s), Quantex's Analysis
Request Form document completed and/or executed by the Client, Quantex's Work Authorization form
document completed and/or executed by the Client, Quantex's Credit Application, completed and/or
executed by the Client, for Client to obtain open account with Quantex, or receipt by Client of Quantex's
analytical report, services, or invoiced items, whichever first occurs, shall constitute Client's agreement
and assent to the terms and conditions set forth herein, whether additional to or different from those
contained in Client's purchase order or any other form or document heretofore or hereafter supplied by the
Client to Quantex. By executing acceptance of Quantex’s Proposal, Client agrees that in all instances
Quantex’s Terms and Conditions shall prevail irrespective of any terms and conditions contained in any
order, acceptance or other writings submitted by client.
4. QUOTATIONS
Quotations are only valid in writing and for 30 days from the date of the quotation unless otherwise
notified. All quotations by Quantex are subject to change or withdrawal without prior notice to Client
unless otherwise specifically stated in the quotation. Quotations are made subject to approval by Quantex
of Client's credit. Quantex shall have no obligation to sell or deliver Products or Services covered by
Quantex's quotation unless and until Quantex issues an Order Acknowledgement form (sale and delivery
will be subject to the terms of such form and this quotation) or begins providing Services (sale and delivery
will be subject to this quotation).
5. PRICES
Prices are in U.S. Dollars and are subject to change without notice. If a raw material, component or
service provider raises its prices, or imposes a surcharge on Quantex, Quantex reserves the right to
increase prices and/or surcharge Client and Client agrees to accept such price increase or surcharge until
the term of such price increase or surcharge or until termination of the contract to which these terms and
conditions apply is reached. Time of payment is of the essence. All orders are accepted subject to
Quantex's price in effect at time of shipment or delivery of services.
6. SERVICES
a. Client acknowledges that Quantex performs analysis and testing services only as specified in
writing by Client. Quantex does not design, warrant, supervise or monitor compliance of products or
services except as specifically agreed to in writing prior to testing and analysis. Client
acknowledges that, by their very nature, analysis, testing and other Quantex services are limited in
scope and subject to expected measurement variability.
b. Samples and portions thereof not destroyed in testing remain the property of the Client, and are
retained a maximum of thirty days, and thereafter may be disposed of or returned to Client, at
Client’s expense.
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TERMS AND CONDITIONS OF SALES AND SERVICES
c. Unless otherwise specified in writing, nothing contained in Quantex’s Reports shall be deemed to
imply or mean that Quantex conducts any quality control program for the Client to whom the report
is issued.
d. Quantex Reports are for the exclusive use of the client to whom they are addressed. Reports and
the name of Quantex, or its seals or insignia, are not to be used by or on behalf of Clients under
any circumstances for any purpose whatsoever, including but not limited to use in advertising,
marketing and/or sales materials, publicity materials or in any other manner without the prior
written approval of Quantex.
e. Quantex Reports apply only to the standards and procedures identified therein and to the sample(s)
tested.
f. Unless specified in a Report in writing, the analysis and testing results are not indicative or
representative of the qualities of the lot from which the sample was taken or of apparently identical
or similar material or product.
g. Quantex shall retain copies of Reports for a period of five years after which such reports will be
destroyed.
h. Quantex reserves the right to subcontract samples to other laboratories. If subcontracting is
necessary, samples will be sent only to laboratories meeting Quantex’s qualification requirements.
i. Deformulation analysis of commercial products is provided for informational purposes only.
Quantex strongly recommends that Client review state and federal laws, trademarks, copyrights
and patent situations prior to the use of such information.
j. Fees for services performed by the Company include the following: preparation of the Company's
standard written reports, in one of the Company's standard report formats of the results and or data
produced or generated from the tests, analyses or other procedures or services performed by the
Company on samples provided by the Client.
k. If requested by the Client, the Company may provide, for an additional charge or charges to be
determined by the Company, additional services such as extended laboratory inspections or audits,
arbitration or litigation support, preparation of affidavits or preparation of documentation beyond
that initially ordered. Charges for such additional services shall ordinarily be based upon or include
time charges for the Company personnel involved and travel expenses for such personnel.
l. All costs associated with compliance to any subpoena or other official request for documents, for
testimony in a court of law, or for any other purpose relating to work performed by Quantex , in
connection with work performed for that client, shall be paid by the client. Such costs shall include,
but are not limited to, hourly charge for persons involved in responding to subpoenas, travel,
accommodations, mileage, attorney’s preparation of testifier and advice of counsel in connection
with response to subpoenas, and all other expenses deemed reasonable and associated with said
litigation.
7. PAYMENT
a. Client agrees to pay all invoices within 15 days of the date of issue.
b. In the event that payment is not received within 15 days of the invoice date, client agrees to pay a
late payment charge on the unpaid balance equal to of 1.5% per month
c. Prior to the physical receipt of sample(s) by Quantex at its premises the Client may cancel, by
notice to Quantex, any or all of the services ordered by the Client. Client shall be responsible, in the
event of cancellation, only for the costs, expenses or charges incurred by Quantex, on Client’s
behalf, prior to the date of cancellation.
d. In the event that Client requests or causes a cancellation, suspension or delay in any services
ordered from Quantex after the physical receipt of Client's samples by Quantex, the Client shall be
responsible to pay Quantex for all costs incurred by Quantex for work and services started and in
progress on the Client's sample(s), including but not limited to, any costs, expenses and
commitments incurred by Quantex in the performance of services on Client's sample(s), up to the
date of receipt of notice of such cancellation, suspension or delay, including a reasonable
allowance for overhead and profit. In the event that Quantex finds it necessary to refer payment
collection to an attorney or an agent for collection of delinquent accounts, Client shall pay all costs
of collection including all attorney's fees reasonably incurred.
e. Should Client become delinquent in the payment of any sum due hereunder, Quantex will not be
obligated to continue performance.
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TERMS AND CONDITIONS OF SALES AND SERVICES
8. LIABILITY
a. Quantex is not an insurer or guarantor. Quantex represents that the Services shall be performed
within the limits mutually agreed to in, in writing as stated in Quantex’s Proposal, and in a manner
consistent with the level of care and skill ordinarily exercised by other providers of similar services
under similar circumstances. No other representations or warranties, express or implied, are
included in this agreement, or in any Report, opinion or document related to the Services provided
hereunder. QUANTEX EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS OF SAID REPORTS, DOCUMENTS AND/OR DATA FOR A
PARTICULAR PURPOSE.
b. Client understands and agrees that Quantex in entering into this Contract and by performing
services hereunder does not assume, abridge, abrogate or undertake to discharge any duty or
responsibility of Client to any other party or parties. No one other than Client shall have any right to
rely on any Report. Client agrees, in consideration of Quantex undertaking to perform the test(s) or
program hereunder to protect, defend, indemnify, save harmless, and exonerate Quantex from
any and all claims, damages, including lost profits, expenses, including attorney’s fees, either direct
indirect or consequential, for any and all injuries to persons, including the personnel of Quantex, or
property arising out of or in consequence of the performance of the testing hereunder and/or the
performance of the materials and/or products tested hereunder.
c. It is agreed that if Quantex should be found liable for any losses or damages attributable to the
services hereunder in any respect, its liability shall in no event exceed the amount of the fee paid by
Client for such services and the Client’s sole remedy at law or in equity shall be the right to recover
up to such amount. Client acknowledges and agrees that in no event will Quantex be liable for
consequential or incidental damages or expenses, including but not limited to lost profits.
d. In the event that Quantex prevails in any dispute or claim, Client agrees that Client will pay any and
all expenses, including attorney’s fees, reasonable incurred by Quantex in the prosecution or
defense of such claim or dispute.
e. For the safety of Quantex’s personnel, Client must advise Quantex if sample(s) is/are known or
suspected of containing hazardous substances. Material Safety Data Sheets must be provided if
available.
f. Whenever performance by either party is delayed or prevented by war, insurrection, fire or other
casualty, strikes or embargoes, shortages, or any other similar or dissimilar causes, beyond the
control of such party, such delay or prevention shall be excused and the time of performance
hereunder extended for the duration of the causative factor.
g. If this quotation is part of an Agreement or Contract, or made part of or subject to , annexed to or
referenced therein , between Quantex and Client, neither party shall be liable in damages or have
the right to terminate such Agreement or Contract for any delay or default in performing herein or
thereunder if such delay or default is caused by conditions beyond its control including but not
limited to acts of God, government restrictions (including the denial or cancellation of any export of
other necessary license), wars, insurrections and/or any other cause beyond the reasonable
control of the party whose performance is affected (including mechanical, electronic, or
communications failure).
9. FORCE MAJEURE
Quantex shall not be liable for failure to perform or delay in performance or delivery of any Products or
Services due to (a) fires, floods, strikes, or other labor disputes, accidents, sabotage, terrorism, war, riots,
acts of precedence or priorities granted at the request or for the benefit, directly or indirectly, of any
federal, state or local government or any subdivision or agency thereof, delays in transportation or lack of
transportation facilities, restrictions imposed by federal, state or local laws, rules or regulations; or (b) any
other cause beyond the control of Quantex. In the event of the occurrence of any of the foregoing, the
time for performance shall be extended for such time as may be reasonably necessary to enable Quantex
to perform. Quantex may, during any period of shortage due to any of the above circumstances, allocate
its available supply of Products or Services among itself and its clients in such manner as Quantex, in its
judgment, deems fair and equitable.
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TERMS AND CONDITIONS OF SALES AND SERVICES
If this quotation is part of an Agreement or Contract, or made part of or subject to , annexed to or
referenced therein, between Quantex and Client, neither party shall be liable in damages or have the right
to terminate such Agreement or Contract for any delay or default in performing herein or thereunder if such
delay or default is caused by conditions beyond its control including but not limited to acts of God,
government restrictions (including the denial or cancellation of any export of other necessary license), wars,
insurrections and/or any other cause beyond the reasonable control of the party whose performance is
affected (including mechanical, electronic, or communications failure).
10. EXCLUSIVE REMEDIES
The remedies provided for herein are the client's sole and exclusive remedies. Quantex shall not be liable
for any direct, indirect, special, incidental, or consequential damages, whether based on contract, tort or
other legal theory arising out of the use, interpretation or in connection with the test results, reports, data
or other services provided by Quantex.
11. INDEMNITY
The Client expressly assumes all liability for the use of all data, results and reports provided by Quantex.
The Client shall indemnify, hold harmless and defend Quantex from and against any and all claims,
actions, damages, demands, suits, judgments, liabilities, expenses, payments, taxes, duties, fines and/or
all other costs arising from the use, interpretation or in connection with Quantex's test results, reports,
data and or other services provided by Quantex.
13. SEPARABILITY
The invalidity or unenforceability, in whole or in part, of any provision, term or condition hereof shall not
affect in any way the validity and enforceability of the remainder of such provision, term or condition or of
any other provision, term or condition. If any court finds that a provision, term or condition is
unenforceable, but that by limiting such provision, term or condition, it would become enforceable, then
such provision term or condition shall be deemed to be written, and enforceable as so limited.
14. CAPTIONS
The Captions of the sections of these Terms and Conditions are intended solely for convenience of
reference and shall not define, limit or affect in any way the provisions, terms and conditions hereof or in
their interpretation.
15. APPLICABLE LAW
This agreement and any and all claims and disputes hereunder or related thereto shall be construed and
governed in accordance with the laws of the State of New Jersey. Quantex and Client agree that the
exclusive jurisdiction and venue for any and all such claims and disputes shall be in Middlesex County,
New Jersey. In the event that Quantex prevails in any dispute or claim, Client agrees that Client will pay
any and all expenses, including attorney’s fees, reasonable incurred by Quantex in the prosecution or
defense of such claim or dispute.
16. ASSIGNMENT
Any attempt by the Client to assign, transfer or delegate any of the rights, duties or obligations herein shall
render such attempted assignment or transfer null and void.
17. NON WAIVER
Quantex's failure to exercise any of its rights shall not constitute or be deemed a waiver or forfeiture of
such rights.
