Microseeps, Inc. - General Terms and Conditions

Article 1. Proposal Terms and Conditions

1. Proposals are valid for a period of 60 days from date of proposal. After 60 days have expired, Microseeps, Inc. (Microseeps) reserves the right to revoke or adjust the proposal to reflect changes in cost, schedule and current workload or otherwise.
2. Microseeps reserves the right to charge a premium for unscheduled work performed on a rapid turnaround basis.
3. Prices are revised periodically at Microseeps. Any changes to quotations, that involve scope of work, number of samples (to be received), turnaround times, analyte/parameter list, methods, QA/QC requirements or deliverables (including but not limited to EDDs) must be in written form and received prior to commission of work, issuance of invoice and release of data, because of the impact to the work schedule and the final invoice. Unless otherwise indicated by written notification within 14 calendar days of receipt, any invoice received by the client shall not be modified and/or changed by client prior to payment.

Article 2. Sample Acceptance (Receipt), Analysis and Return Policy

1. Turnaround time is calculated by counting the number of business days (Monday through Friday) between sample acceptance and Microseeps' transmittal of an oral, written or electronic (EDDs) report of sample results to the client. And, further stated that sample acceptance is determined, in time, when Microseeps can proceed with the defined work plan following the receipt, inspection of samples/coolers and resolution of any non-conformances in either the project work plan or the Chain-of-Custody forms (Work Order).
2. Microseeps must receive samples with sufficient time to conduct the analyses requested within the recommended hold times, to provide data that can be validated. The client is responsible for either getting the samples to Microseeps or making arrangements to have the samples delivered within the proper time frames.
3. Microseeps reserves the right to refuse Sample Acceptance for any sample that: a) the holding time can not be met because receipt was 48 hours from time of sampling or ½ the regulatory designated holding time for the requested test was used-up for transportation to Microseeps, whichever is less; b) is sent in (or results from shipment, thereof) of unsuitable volume; c) may pose a health risk to any Microseeps employee.
4. Microseeps assumes no responsibility or liability of any third party shipping or delivering of samples to Microseeps. And further, the client is responsible to assure that any sample containing Hazardous Materials will be packaged, labeled, transported and delivered properly, in accordance with applicable state and federal laws.
5. Any unannounced samples requiring less than 48 hour analysis, arriving on a Friday, weekend or day before a company designated holiday or holidays can not be guaranteed to be analyzed within recommended hold times. Prices charged for such analyses either scheduled or unscheduled shall be at an expediated rate (1.5-3.0 X, depending on the situation).
6. Microseeps arranges sample disposal unless samples are returned to the client. The client is deemed the owner of all wastes/material and shall be designated the waste generator on manifests and shipping papers. The client also agrees to execute all manifests and shipping papers requested by Microseeps to transport, treat and dispose of all such materials.
7. Microseeps reserves the right to return any environmental media samples and wastes to the client, 30 days after completion of analyses unless prior mutually agreeable arrangements are made by the client for continued storage. All waste samples that are returned to the client shall be accompanied by properly executed Chain-of-Custody records (forms).
8. Microseeps reserves the right to subcontract samples to a third-party qualified laboratory to meet either hold or project specific turnaround times or in their sole judgment, it is reasonably necessary, appropriate or advisable to do so.
9. The client hereby agrees to defend, indemnify and hold harmless Microseeps, its directors, officers, employees, agents, successors and assigns from all demands or claims (including attorney's fees, Microseeps' professional fees and expert fees) arising out of, or resulting from, the transport, treatment, and disposal of all wastes except if such demand or claim is a result of Microseeps' willful misconduct or gross negligence.
10. Microseeps standard document (records) retention period is five (5) years, unless agreed to in writing by both parties.

Article 3. Analytical Protocols

1. All analyses are performed in accordance with recognized laboratory analytical procedures and protocols. Detection levels (DLs) in Microseeps published literature are obtained under ideal laboratory conditions. Certain samples may deviate from stated detection limits due to chemical, physical or matrix interferences.
2. Microseeps maintains an in-house Quality Systems (QS) program (and department) and has developed a QS manual to assure the quality of its analyses. Microseeps' QS can be made available for client access and review at its Pittsburgh location. All analyses are performed in accordance with, and the QS program follows standard laboratory references including but not limited to, "Handbook for Analytical Quality Control in Water and Wastewater Laboratories," EPA-600/4-70-019, 1979; "Water and Wastewater Analysis," EPA-600/4/020 and "Test Methods for Evaluating Solid Waste," EPA SW-846, 3rd Edition, November 1986.
3. Any non-regulatory type analyses (SOPs) have been reviewed and approved by either the NELAC (federal program) or specific state environmental departments. A detailed listing can be provided for client referencing for project specific RODs.

Article 4. Reports

1. The client agrees that only the client may rely on any oral or written report issued by Microseeps. The client agrees that such reliance is limited to the purpose(s) set forth in the project's scope of work. The client agrees not to disclose any report information to any third party without Microseeps prior written consent, except as mandated by statue or regulation.
2. The information contained on a particular report is specific to those samples that were received and analyzed as part of that particular project and point in time. As a result of this fact, resampling/reanalysis may or may not yield similar results. Therefore, Microseeps will not be held accountable in any matter for any resampling or analysis costs associated for variations in analytical data, if appropriate protocols were followed, as prescribed by the scope of work and Microseeps QS manual.
3. The client may not alter or modify any report generated by Microseeps without prior written consent of Microseeps.
4. In no case shall the client without reasonable cause withhold Microseeps right to independently defend its data.
5. The client agrees to defend, indemnify, and hold harmless Microseeps, its directors, officers, agents, successors and assigns from and against all defense costs including fees, expenses and costs for attorneys, Microseeps' personal, and experts arising out of or resulting from demands or claims by any third party resulting from the client's disclosure of a report to any third party.

Article 5. Invoices and Payments

1. The client agrees to prepay Microseeps for the cost of analysis upon delivery of client's samples to Microseeps. In the event the client does not wish to prepay, as set forth herein, the client shall establish credit to satisfaction prior to Microseeps performance of analyses of the client's samples. A credit-application will be provided by a representative from Customer Service to the client.
2. After establishment of credit, Microseeps shall submit its invoice to the client with the analytical/technical report. Payment is due upon receipt of the invoice. Services may be suspended for nonpayment and not be resumed until the client's account is paid in full, including any interest charges.
3. A 1-1/2 percent per month service charge will be added to all delinquent accounts. Microseeps retains the services of an attorney or other person(s) for the purpose of enforcing this agreement including without limitation, collection for nonpayment of invoices. The client shall reimburse Microseeps for the fee and expenses of each such attorney(s) or other person(s) for such enforcement.
4. If the client will be paying for the invoiced analytical/sampling work via a credit card type transaction, a + 3% charge will be accessed to the invoice to offset the processing fee that will be charged to Microseeps for the service.

Article 6. Termination of Work

1. Either the client or Microseeps may terminate all or any part of the contracted work by written notice sent by certified mail, return receipt requested to an officer of the non-terminating party. Such termination shall be effective seven (7) days after receipt of written notice. Both parties agree to meet on one occasion after such notice is given to discuss the reason for such termination and attempt to settle any dispute. Thereafter, Microseeps will submit a final invoice to the client within thirty (30) days after the effective termination, unless all the charges from subcontractors or otherwise not be received.
2. Upon its receipt of all charges from subcontractors or otherwise, Microseeps shall submit a final invoice to the client. The client agrees to pay Microseeps all of its costs (including profits) incurred to the effective date of termination including, without limitation, costs associated with binding agreements made with subcontractors or otherwise prior to the erective date of termination.

Article 7. Warranty and Limitation of Liability

1. Microseeps' analyses will be performed in accordance with recognized laboratory analytical procedures and protocols, as referenced in previous sections of this document. This warranty is in lieu of all other warranties or representations whether statutory, written, oral, express or implied including, without limitation, warranties of performance, merchantability or fitness for particular purpose by any Microseeps employees.
2. Due to the fact that a sample is representative of a unique point in time (mentioned in previous section), Microseeps can not be held liable for any use of data generated by performance of analysis provided, unless otherwise stated in Article 7.
3. The client and Microseeps agree that the client's sole and exclusive remedy against Microseeps shall be Microseeps correction or re-performance of its service under this contract or statement of work whether such remedy is brought in contract, tort (including negligence and strict liability), or otherwise.
4. The client and Microseeps agree that the liability for such correction or re-performance shall be limited to general or direct damages of $1500 or Microseeps charges under contract, whichever is less.
5. In no event shall the client or Microseeps be liable for incidental, indirect, special or consequential damages of any kind including, without limitation, lost, diminished or delayed opportunities or profits, loss of use, cost of capital or lost sales arising out of or resulting from this scope of work (contract).

Article 8. Entire Agreement

1. These terms and conditions and Microseeps proposal (quotation) constitute the final written expression of all terms and conditions of the agreement between the parties and are complete and exclusive statement of those terms and conditions.