Acceptance; Entire Agreement No acknowledgment, or other document written or executed by Eagle or forwarded by Eagle to Client after date of this Sales Contract, containing terms or conditions other than those specified herein or additional terms not addressed herein; shall be binding on Client unless any such instrument shall be signed by the authorized representative of Client, and such instrument shall have been delivered to Eagle. In the absence of the execution and delivery of any such instrument by Client, as aforesaid, all deliveries of goods by Eagle to Client shall be delivered, rendered, and accepted upon price, terms, conditions, and shall conform to specifications as set forth in this instrument. Unless otherwise provided in this Contract, this Contract constitutes the final and complete statement of the terms of the agreement between the parties regarding its subject matter and supersedes any prior offers, negotiations, and understandings, whether oral or written, between parties.
Prices Prices are based on current costs and therefore subject to change without notice to account for changes in the cost. Client shall promptly pay all fees for all testing services and consulting when due and payable. All payments must be in US Dollars. If Client requests a rush for the performance for any service, Eagle may, in its sole discretion, add a surcharge to its rushed services. For services not specified in a quote, such as routine testing or consulting, each new Client must prepay all charges for at least sixty (60) days after commencing business with Eagle in order to establish a purchase history. Prices are subject to adjustment by Eagle between the date of completion of service.
Credit; Terms of Payment Acceptance of any Contract is subject to final credit approval. If, at any time and for any reason, the financial responsibility of Client shall become unsatisfactory to Eagle, Eagle may require cash or satisfactory security on subsequent services provided without impairing the obligation of Client to pay for the services ordered. Terms of payment are net thirty (30) days. Eagle reserves the right to impose a one and one-half (1.5%) percent per month service charge (eighteen (18%) percent per annum) or the maximum permissible rate under applicable law, whichever is less, on invoices unpaid after thirty (30) days.
Conduct of Services Eagle will perform testing, and all other services agreed to by Eagle and the Client (collectively, the “Services”) in accordance with generally prevailing industry standards of professional conduct, and all applicable laws, regulations, and rules of the relevant government regulatory authorities. Eagle will only initiate a study following the execution of a Quote, which includes these Terms and Conditions (“Agreement”). Client is responsible for selecting the samples or other materials (“Test Material”) that Client sends to Eagle for Services in compliance with all applicable laws, regulations, and rules of the relevant governmental regulatory authorities. As applicable, Client will provide Eagle (at no cost to Eagle) sufficient amounts of all compounds, materials, or test material with which to perform each study, as well as such data and other information as may be necessary or useful for Eagle to perform the services and to apprise Eagle of the stability, proper storage, and safe handling requirements with respect to the Test Material, including a Safety Data Sheet or equivalent documentation. In the absence of such direction from Client, Eagle withholds the right to discard Test Materials and any other materials associated with the study thirty (30) days following conclusion of the study. Client may cancel a routine test at any time prior to Eagle’s commencement of the routine test. In such event, Eagle, may charge a cancellation fee of $50 per canceled test for any testing canceled by the Client after Eagle’s receipt of the relevant Test Material.
Subcontractors Eagle may outsource or use contractors for any or all Services.
Force Majeure Eagle will not be liable for any delay or failure of performance, including, without limitation, failure to perform a Service, where such delay or failure arises or results from any cause beyond Eagle’s reasonable control, including, but not limited to, flood, fire, explosion, natural catastrophe, military operations, war, computer or other equipment failure, severe weather, earthquake, tornado, or other act of God, power loss or reduction, labor disputes of any kind (whether relating to its own employees or others), embargos, governmental regulation, or an inability or delay in obtaining materials. In the event of such delay or failure of performance. Eagle will have additional time to perform the Services as reasonably necessary under the circumstances.
Confidentiality The parties anticipate that they may exchange proprietary and confidential information (the “Confidential Information”) in the performance of this Agreement. All Confidential Information shall be identified, in writing, as confidential and/or proprietary. Each party will use commercially reasonable efforts to maintain the other party’s Confidential Information in confidence and will employ reasonable procedures to prevent its unauthorized publication or disclosure to third parties. No party may use the other party’s Confidential Information for any purpose other than performance of the Services.
Warranties Client warrants that it owns all rights, title, and interest in and to all Test Material and intellectual property related thereto, and that Eagle’s use of any and all such Test Material in connection with the Services does not infringe any copyrights, patent rights, trade secrets, or other intellectual property rights of any third party. Eagle warrants only to Client that the services provided to Client under the Agreement shall conform to the specifications set forth in the Agreement and any material applicable laws, regulations, and rules of the relevant government regulatory authorities. These warranties of Eagle are made only to Client, are not transferable, and do not extend to the benefit of any other person or entity, unless otherwise expressly stated in writing by Eagle. ANY PRODUCT OR SERVICE NOT COVERED BY AN EXPRESS WRITTEN WARRANTY IS SOLD AND PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, STATUTORY, EXPRESS OR IMPLIED. THE WARRANTIES PROVIDED IN THIS PARAGRAPH ARE EAGLE’S SOLE AND EXCLUSIVE WARRANTIES WITH RESPECT TO SERVICE AND ARE IN LIEU OF ALL OTHER WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED AND ALL OF WHICH OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED AND INCLUDING WITHOUT LIMITATIONS AND IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR REGARDING RESULTS OBTAINED THROUGH THE USE OF NAY SERVICE (INCLUDING, WITH LIMITATION, ANY CLAIM OF INACCURATE, INVALID, OR INCOMPLETE RESULTS, WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE, DELAYING OR USAGE OR TRADE.
Limitation of Liability EAGLE WILL NOT BE LIABLE FOR PENALTIES OR LIQUIDATED DAMAGES, OR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY TYPE OR KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF USE) REGARDLESS OF WHETHER ANY SUCH LOSSES OR DAMAGES ARE CHARACTERIZED AS ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF EAGLE IS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR IF SUCH LOSSES OR DAMAGES ARE FORESEEABLE.
EAGLE’S LIABILITY FOR DIRECT DAMAGES ARE UNDER THE AGREEMENT, REGARDLESS OF THE FORM OR FACTION, SHALL NOT EXCEED THE TOTAL SERVICE FEES PAID BY CLIENT FOR SERVICES UNDER THE APPLICABLE AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EAGLE’S SOLE LIABILITY, AND CLIENT’S SOLE REMEDY FOR EAGLE’S BREACH OF THE WARRANTY SET FORTH HEREIN, SHALL BE REPERFORMANCE OF THE AFFECTED SERVICES OR THE PORTION THEREOF AFFECTED BY SUCH BREACH AS PROMPTLY AS POSSIBLE AT EAGLE’S SOLE COST AND EXPENSE.
Ownership Eagle shall exclusively own all techniques, methods, processes, models, tools, assay, or other discoveries (intellectual property) that are developed, generated, conceived, or utilized in the performance of the services except to the extent expressly owned by Client.
Trademarks; Advertising Eagle will process and package goods in accordance with quality standards using a trademark, tradename, or corporate logo (“Eagle Marks”). Client will not use the Eagle Marks in any manner, including promotional or advertising materials, or otherwise assert affiliation with Eagle, except with Eagle’s prior written consent in each instance.
Applicable Law This agreement will in all events and for all purposes be governed by, and construed in accordance with, the laws of the State of Texas, USA, without regard to any choice of law principle that would dictate the application of the law of another jurisdiction.