Standard Terms & Conditions
“MEL” shall mean Maine Environmental Laboratory LLC (MEL) and its employees, agents, and representatives.
“CLIENT” shall mean the individual, partnership, corporation, firm, association or other person or entity who or which delivers a sample(s) to MEL, including its employees, agents, representatives, and his, her or its heirs, successors, assigns and/or legal or personal representatives.
“ACCEPTANCE” of a sample means the determination by MEL to proceed with work following receipt and inspection of such sample(s).
In the absence of a written agreement to the contrary, this order constitutes an acceptance by the CLIENT of MEL’s offer to do business under these Terms and Conditions, and agrees to be bound by these conditions.
Any Terms and Conditions from the CLIENT that do not conform to the Terms and Conditions contained herein, shall be deemed invalid and unenforceable, unless accepted in writing by MEL.
Any provisions of Terms and Conditions held in violation of any law or ordinance shall be stricken, and all remaining provisions shall continue valid and binding.
The CLIENT is responsible for all samples until acceptance of the samples are accepted by MEL. This includes ensuring the samples are shipped in compliance with all applicable federal and state regulations.
CLIENT represents and warrants that any samples containing known hazardous materials or substances will be disclosed to MEL prior to or with delivery of the samples.
The CLIENT is responsible for notifying MEL if the samples to be analyzed originated outside the U.S. If the samples are imported and the CLIENT fails to notify MEL in writing of such prior to delivery, MEL shall not be liable for any claims, penalties, awards, judgments, costs expenses, attorney’s fees, and any other legal obligations and liabilities incurred by the CLIENT.
The work order embodied in the Chain of Custody shall not be valid unless it contains sufficient specifications to enable MEL to carry out the CLIENT’s requirements. Samples must be accompanied by:
a) adequate instruction as to the quantity and type of analysis requested, and
b) reporting and billing address information.
Upon timely delivery of samples, MEL will use its best efforts to meet mutually agreed turn-around times, calculated from the point in time when MEL accepts samples for analysis. MEL is not responsible for delays occasioned by factors beyond its control, nor by factors which could not reasonably have been foreseen at the time services were authorized.
The CLIENT is required to respond to questions about the order within one business day of request by MEL. If the CLIENT does not respond within one business day, the turn-around time for any deliverables will be extended by the same number of business days MEL was delayed in receiving a response from the CLIENT.
MEL reserves the right to refuse or revoke any sample which in the sole judgment of MEL:
a) is unsuitable for testing by laboratory certified methods due to unacceptable volume, preservation, age, or other sample conditions
b) may pose a risk or become unsuitable for handling, transport or processing for any health, safety, environmental or any other reason.
MEL will use analytical methodologies which are in substantial conformity with published test methods. MEL has implemented these methods in its Laboratory Quality Manuals and referenced Standard Operating Procedures where the nature or composition of the samples requires it. MEL reserves the right to deviate from these methodologies as necessary or appropriate, based on the reasonable judgment of MEL. Deviations, if any, will be made on a basis consistent with the recognized standards of the industry and/or MEL’s Laboratory Quality Manuals.
CLIENT may request that MEL perform according to a mutually agreed upon Quality Assurance Project Plan (QAPP). In the event that samples arrive without a prior agreement on a QAPP, MEL will proceed with analyses under its standard Quality Manuals then in effect, and MEL will not be responsible for any re-sampling or other changes if work must be repeated to comply with the subsequently finalized QAPP.
MEL may dispose of the CLIENT’s samples 14 calendar days after the analytical report is issued, unless instructed to store them for an alternate period of time or return such samples to the CLIENT. The return of samples will be at the CLIENT’s own expense.
CLIENT agrees to pay for all applicable charges to process this order.
Payment in advance is required for all CLIENTs except those whose credit has been established with MEL. For CLIENTs with approved credit, payment terms are Net 30 days from the date of the invoice by MEL unless other payment terms are agreed to in writing. All overdue payments are subject to an interest and service charge of one and one half percent (1.5%) per month.
All fees are charged or billed directly to the CLIENT. CLIENTs are responsible for payment of analyses performed by MEL, regardless of their payment status with any CLIENT of their own for whom analyses may have been undertaken.
MEL may suspend work and withhold delivery of data under this order at any time in the event that the CLIENT fails to make timely payment of its invoices. CLIENT shall be responsible for all costs and expenses of collection including reasonable attorney’s fees.
Data or information provided to MEL or generated by services performed under this agreement shall only become the property of the CLIENT upon receipt in full by MEL of payment for the entire Order.
MEL’s reports, notes, calculations, and other documents related to the analysis of samples are provided as instruments of service. They are not represented to be suitable for reuse by the CLIENT or others for projects other than the initial project. Any reuse without written verification from MEL will be at the CLIENT’s sole risk and without liability or legal exposure to MEL. MEL will retain analytical records for five years.
It is expressly understood by the CLIENT that, in the event of MEL’s non-compliance with one or any of its obligations under these Terms and Conditions, the CLIENT’s exclusive and sole remedy in law or equity against MEL shall be to require reanalysis of the samples submitted. In no event shall MEL be liable to the CLIENT for any liabilities, damages, lost profits or consequential damages that the CLIENT may incur as a result of, or in connection with MEL’s non-compliance with one or more of its obligations under these Terms and Conditions and this Agreement. NO WARRANTY, EXPRESSED OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS MADE OR IMPLIED.
The CLIENT shall indemnify and hold MEL harmless from and against any and all liabilities, claims, demands, expenses and causes of action which he, she, or it may incur or suffer, including claims from third persons not parties to this Agreement, regardless of whether such liabilities, claims, etc. arise out of or as a result of negligent or intentional acts or omissions of CLIENT, except to the extent that such liabilities are caused by negligent acts or omissions of MEL.
Successor and Assigns
The CLIENT and MEL each binds itself and its successors, executors, administrators, assigns and legal representatives to the other party to this agreement and to the successors, executors, administrators, and legal representatives of such party, in respect to all covenants, agreements, and obligations of this agreement. Nothing herein shall be construed to give any rights or benefits hereunder to anyone other than the CLIENT and MEL.
This Agreement and these Terms and Conditions, represent the entire and integrated Agreement between MEL and the CLIENT and superseded all prior negotiations, representations, or agreements, either written or oral, and shall be construed and interpreted under, and all respective rights of the parties shall be governed by, the laws of the State of Maine.