TERMS AND CONDITIONS

ADPEN Laboratories, Inc. provides custom quality services, guarantees its work, and will perform testing or studies with the utmost of care. All samples are analyzed following, cGMP and GLP guidelines or as required for the specific project. Our Quality Assurance/Quality Control Unit will inspect and approve all data generated as part of our Quality Assurance/ Quality Control Program. Prompt reporting of data results by fax or e-mail. ADPEN Laboratories will exercise a high standard of professional conduct in the performance of its work and in the preparation of the resulting reports. In the event of error or omission in the performance of any part of the work done by ADPEN Laboratories, causing a study or testing to be unacceptable to FDA, EPA or other Federal or State Agency, ADPEN Laboratories, Inc. agrees to rerun the affected part of the study at no additional cost to the Sponsor. This constitutes ADPEN Laboratories’ sole responsibility on account of such error or omission.

Unless otherwise agreed in writing and signed by ADPEN Laboratories Inc, services are expressly limited to the terms and conditions listed here and/or in our quotation or agreement, unless agreed to in a formal contract. Invoicing and conduct of this study or analyses will occur as noted in the body of this agreement and as specified in our quote or brochures. Written acceptance of a quotation by signing the quote or commencement of services constitutes acceptance of the terms and conditions stated herein and in a quote provided.

Please notify your ADPEN representative before submitting any samples for testing. Study, protocol or testing changes received after analysis has begun will be subject to adjustment charges. Please send any changes or amendments to your assigned Study Director or Project Manager by e-mail. Please call (904) 645-9169 with any questions or comments. Cancellation policy is provided below. ADPEN looks forward to the opportunity to support your company in your project or testing needs.

CONFIDENTIALITY

ADPEN Laboratories Inc. (ADPEN) maintains the strictest confidentiality in all of our client interactions. If a signed confidentiality agreement is required, we will provide one. If a regulatory or legal body subpoenas or audits information, the client will be notified promptly. Both ADPEN and the client agrees not to use the others name and/or data in any manner that might cause harm to the others reputation or business. ADPEN documents or information that are of a confidential nature, including costs or pricing information, shall not be disclosed to other companies or clients or copied without written approval from ADPEN. Approval must be obtained, in writing, before either party’s name can be published in any way.

CONTRACTS/QUOTES

All contracts are subject to review and approval by each part’s respective legal council and must be signed by its respective corporate officer or Company representative.  The contents of a quote, change order or agreement become a binding agreement subject to the specific terms and conditions stated in the document upon receipt of samples for testing related to the quote/change order/agreement, or commencement of testing and/or ADPEN’s commencement of work and/or
client’s acceptance of the quote by signing the quote or submitting a request for testing related to the quote or approval of the quote or document. When awarded, ADPEN reserves the right to decline any work that is reduced or different from the original quote or contract, unless the quote is revised accordingly by ADPEN and accepted by client.

CANCELLATION POLICY

In the event that a client cancels a project or study contract with ADPEN Laboratories, the following cancellation fees will apply:

If the client cancels a project or study with at least 30 days’ notice before the proposed start date, they will not be charged any cancellation fees; however, client will be charged for any effort, work performed, materials purchased, or study management cost incurred. If the client cancels a project or study with less than 30 days’ notice but at least 7 days’ notice before the proposed start date, they will be charged a cancellation fee equal to 50% of the total project cost.  If the client cancels a project or study with less than 7 days’ notice before the proposed start date, they will be charged a cancellation fee equal to 100% of the total project cost.

We understand that circumstances can change, and we are willing to work with clients to reschedule or modify projects as needed. However, cancellations can have a significant impact on our business, and we must charge cancellation fees to cover costs associated with planning and preparing for the project.

Please note that all cancellations must be communicated in writing to ADPEN Laboratories. The cancellation date will be determined by the date of receipt of the written cancellation notice.  Refunds may be negotiated in the form of future testing.

PAYMENT TERMS

Unless otherwise set forth in the quote/agreement, terms of payment are Net 30 Days, except for initial payments when required, which are due upon acceptance of quote. The time allowable for payment shall begin after both: (a) clients receipt of ADPEN’s invoice; and (b) the satisfactory performance of the services contemplated hereunder. A 1.5% monthly service charge shall be added to all past due undisputed balances. Some testing services may require pre-payment. In the event of default in payment for undisputed fees, ADPEN shall be entitled to reasonable costs of collection, including, but not limited to, attorneys fees. Failure to receive payment on time on negotiated payment terms, will revert terms to Net 30 Days, regardless of contract.

BILLING

All fees and charges are billed directly to the client requesting services. ADPEN will not bill a third party without prior notification in writing, via a signed statement acknowledging and accepting responsibility for payment. ADPEN will assume that a protocol or the paperwork submitted with a sample describes the desired testing protocol. Any changes to a project, protocol, study or testing must be submitted in writing and signed by the client. Please fax changes to ADPEN marked, URGENT. If changes are made after the originally requested testing has been initiated or completed, the client accepts responsibility for payment. ADPEN will not be responsible for hold times that are missed due to such changes.

RUSH SERVICE

ADPEN routinely offers expedited turnaround times on critical analyses. Rush analysis services are contingent upon availability and prearrangement with an authorized ADPEN representative. A reasonable surcharge is usually added to the base price if rush analysis is requested. Rush or other expedited analyses will be handled as such and will be reported as quickly as time permits depending on work load and type of test.

SAMPLE COLLECTION/SUBMISSION

Client shall be responsible for proper collection, preservation, packaging, and shipment of the sample(s) in accordance with applicable law and good commercial practice. Title and risk of loss with respect to submitted samples shall at all times remain with client prior to acceptance by the sample custodian. ADPEN will initiate a chain of custody upon sample receipt unless the client includes one with the sample(s). ADPEN chain of custody forms are available at ADPENs web site www.ADPEN.com. All samples submitted must be accompanied by: purchase order, or previously signed quotation or payment; sample description, including sample type, source, time and date of collection; specific analyses requested; estimated concentration levels or specifications or quantitation level required; requested report date; current billing address; and other relevant information or as specified in an approved protocol.

SAMPLE DISPOSAL

ADPEN retains samples as required by the appropriate regulatory Agency, then disposes of or returns the sample. For large projects ADPEN will retain samples for two months, at no charge, after completion of the study and a final draft report has been issued. Unless the client requests that the sample(s) be returned or prior arrangements have been made for long-term storage, ADPEN shall dispose of the sample(s). ADPEN shall charge a reasonable monthly fee for long-term storage. Samples found or suspected to contain hazardous materials, according to definitions in state and/or federal guidelines, will be returned to the client upon completion of the analysis. The cost of returning the sample(s) will be invoiced to the client. ADPEN reserves the right to charge a reasonable disposal fee for the disposal of any and all samples. An internal chain of custody is documented and maintained for each lot of samples received.

HAZARD COMMUNICATION

The client has the responsibility to inform the laboratory of any known or suspected hazardous characteristics of the sample, and to provide information on hazard prevention and personal protection as necessary or otherwise required by applicable law.

QUALITY ASSURANCE

ADPEN will perform services under Good Laboratory Practices, cGMP, FDA, EPA and other guidelines consistent with its Quality Assurance Standard Operating Procedures (SOPs), the terms of which are expressly incorporated herein by reference; provided, however, it shall be the exclusive responsibility of the client to confirm that ADPEN’s standard practices will meet the client’s needs prior to placing an order for work. In the event client desires an alternative to these SOPs, such requests must be made in writing prior to sample submission and acceptance by ADPEN.

ETHICS POLICY

ADPEN Laboratories Inc. strives to provide its clients with the highest quality data in the fastest realistic turnaround time. We balance the high standards of this goal by insisting that each employee also perform within the guidelines of the highest possible professional ethics.

SPECIAL REPORTS

Additional charges may be necessary for custom report formats. ADPEN shall notify the client in writing of any additional charges for a custom report and client must pre-approve such additional charges.

LITIGATION

All costs associated with litigation or dispute including compliance to any subpoena for documents, for testimony in a court of law, or for any other purpose relating to work performed by ADPEN Laboratories Inc. shall be invoiced by ADPEN and paid by client. These costs shall include, but are not limited to, hourly charges for the persons involved, travel, mileage, testing, storage and accommodations, and for any and all other expenses associated with said litigation. Any required testimonies or depositions will be given on location at ADPEN. This agreement shall be enforced and construed in accordance with the laws of the State of Florida.

ACCEPTANCE OF A QUOTE/AGREEMENT AND/OR THE STANDARD TERMS AND CONDITIONS

The contents of a quote/agreement and/or the Standard Terms and Conditions listed here become a binding agreement, subject to the specific terms and conditions stated herein, upon receipt of samples for testing related to any quote/agreement, or routine testing and/or ADPEN’s commencement of work and/or client’s acceptance of the quote by signing the quote or submitting a request for testing.