Canaveral Laboratories LLC - Standard Terms and Conditions - Testing Services
All analytical services provided by Canaveral Laboratories LLC (“CANAVERAL Labs”) are subject to the terms and conditions of this Analytical Services Standard Terms & Conditions (the “Agreement”). Our client (“Client”) understands and agrees that submission of a Workorder Request Form (“WRF”) or Purchase Order, to CANAVERAL LABORATORIES LLC Labs constitutes acceptance of the terms and conditions as stated in this Agreement. To the extent that any Client order contains any terms or conditions that vary from the terms of this Agreement, all such additional or varying terms and conditions shall be of no force or effect and shall not be part of this Agreement, even if CANAVERAL LABORATORIES LLC Labs performs the service requested.
ACKNOWLEDGEMENT OF ILLEGALITY: Canaveral Laboratories LLC expressly acknowledges that our testing services of “Medical Marijuana” are contrary to the Federal Controlled Substances Act, and for these reasons our testing of these specific materials “Medical Marijuana” must remain strictly within the State of Florida and are governed by the Regulations created under State Amendment 8A and Rulemaking guided under Statute S381.988 in the Florida Administrative Record. Canaveral Laboratories LLC hereby waives an illegality defense under Federal Law, as we will not be able to claim such a defense in the future.
APPLICABLE LAW: Florida Department of Health has been given rulemaking authority for Medical Marijuana Testing Laboratories, and the statute defining the scope of these rules is S 381.986 in the Florida Administrative record. Canaveral Laboratories LLC is monitoring this rule making process and intends to comply with all regulations in this statute as soon as they are available.
INDEPENDENT CONSIDERATION: Canaveral Laboratories LLC may test samples that are not “Medical Marijuana” and are therefore not subject to the Illegality and Regulatory oversight described above.
CONFIDENTIALITY: Confidentiality is maintained by CANAVERAL LABORATORIES LLC Labs in all interactions with Client. Each party shall protect confidential information (“Information”) of the other party, using the same degree of care, but no less than a reasonable degree of care, as such party uses to protect its own confidential information. Each party shall disclose the other's Information only to its employees or contractors who have a need to know and are bound by obligations of confidentiality.
SAMPLE SUBMISSION: Samples should be submitted to CANAVERAL LABORATORIES LLC Labs with the correct State of Florida, DOT or other shipping Manifest, a signed Chain of Custody Form (COC) and shipped/transported to CANAVERAL LABORATORIES LLC Labs in accordance with the instructions on the Manifest and COC. Unless determined to be “HOT SAMPLES” (see next section), Samples for testing will be held for two (2) weeks from the date of the final report, except (1) where samples have been used for testing and fully consumed; (2) where samples are returned early at the request of Client; (3) where storage for the stated amount of time will compromise the integrity of the sample, or (4) where circumstances exist that prevent samples from being held for the stated amount of time. Client shall reimburse CANAVERAL LABORATORIES LLC Labs for the cost of returning samples.
“Hot Samples”: State and federal law dictates that any hemp plant with more than 0.3 percent d9-THC, the psychoactive component, is considered marijuana, not hemp, and is therefore illegal without the licenses required to grow medical or recreational marijuana. Testing THC levels to determine if the sample is definitively considered Hemp (under the aforementioned law) and not Marijuana is part of our service offering. Florida Law further defines regulated “Low THC Cannabis” to be under 0.8% d9-THC and above 10% CBD.
Samples determined to be Hot Samples will be recorded on form # QC-FRM-005 (CAPA) and signed by all responsible managers at CL.
Any PLANT SAMPLE, not submitted by a properly licensed producer that is determined by our lab to be above 1 percent d9-THC, will be reported to law enforcement, to the client and then immediately destroyed, with the destruction documented and photographed per our procedure #OP-SOP-019.
Any NON-PLANT samples not submitted by a properly licensed producer such as tinctures, extracts and distillates that are determined by our lab to be above 0.8 percent d9-THC, will be reported to the client and then immediately destroyed, with the destruction documented and photographed per our procedure #OP-SOP-019.
Sample destruction and disposal SOP follows the guidelines issued by the Oregon Medical Marijuana Program “OMMP Medical Marijuana Destruction and Disposal Rules” until such rules are made in Florida.
PAYMENT TERMS: Payment in full will be made via Cash, Check or other approved method at the time of issuance of the COC and Client Invoice. Payments made more than 30 days beyond the time of issuance of the COC, will be subject to a 7% per week late fee.
RETEST ANALYSES: Retests performed at Client’s request may be charged to Client if the retest confirms the original result. If the retest results are significantly different (outside of the reported and accepted tolerances) from the original result, Client will not be charged for the retest.
BILLING: There will be no billing, as payment in full is made prior to the commencement of Analytical Services. Invoice will be issued upon receipt of Client Purchase Order.
HAZARDOUS SUBSTANCES AND PATHOGENS: Any package containing a sample that contains or suspected of containing a pathogen or hazardous substance must be clearly identified as such and communicated to CANAVERAL LABORATORIES LLC Labs prior to shipping. CANAVERAL LABORATORIES LLC Labs reserves the right to refuse any shipment or sample that may pose a risk to its employees. Client shall bear all extraordinary costs for adequate disposal of hazardous waste resulting from the sample(s) submitted, whether or not described as hazardous waste.
LITIGATION: If Client Information is subpoenaed in response to any court of law or regulatory body having jurisdiction, CANAVERAL LABORATORIES LLC will make best efforts to notify Client in advance of such subpoena deadline and allow Client to take appropriate steps to protect its information. All costs associated with litigation or dispute, including copying and submission of all documents subpoenaed, for oral or written testimony or preparation of same, or for any other purpose related to work provided by CANAVERAL LABORATORIES LLC in connection with the analyses/reports performed/completed for the Client, shall be paid by Client. Such costs include, but are not limited to, hourly charges, travel, accommodations, mileage, counsel and all other expenses associated with said litigation or dispute.
RELATIONSHIP OF THE PARTIES: CANAVERAL LABORATORIES LLC and Client agree that CANAVERAL LABORATORIES LLC Labs is an independent contractor to Client and will not act as Client’s employee, agent, representative or sponsor under the terms and conditions stated herein.
WARRANTY: CANAVERAL LABORATORIES LLC warrants that all services will be performed in a timely manner by competent personnel. CANAVERAL LABORATORIES LLC makes no warranty as to the results to be obtained by Client from the use of any services or information provided by Canaveral Laboratories LLC under the terms and conditions as stated herein and there are no expressed nor implied warranties of merchantability and fitness for a particular purpose.
RESTRICTIONS ON USES OF LABORATORY RESULTS AND MARKETING CLAIMS: No laboratory results from CANAVERAL LABORATORIES LLC may be used by client for any marketing or labeling purpose, or for mass public dissemination of any kind, or be placed on any website or social media, or used in any advertisement, press release, or other publicity vehicle, WITHOUT THE EXPRESS WRITTEN CONSENT OF CANAVERAL LABORATORIES LLC . Permission is granted to client to share laboratory results data in a one-on-one basis in response to direct queries from customers or members of the media. However, no mass distribution of results data is allowed. When sharing such data, client is required to include the lot number of the product that was tested by CANAVERAL LABORATORIES LLC . Client is strictly prohibited from misleading customers or members of the press by implying that tests conducted on one production lot confer analysis results that apply to all other lots. Additionally, CANAVERAL LABORATORIES LLC analysis data does not construe -- and may not be cited as -- any form of "approved" or "certification" or "accreditation" or "validation" of the safety, purity or composition of the products tested.
CANAVERAL LABORATORIES LLC Labs analysis is not an accreditation program. Laboratory results do not constitute "approval" of your products in any way. Client may not describe products tested by CANAVERAL LABORATORIES LLC as being approved, certified, accredited, validated or similar terms.
LIABILITY: Client agrees to indemnify CANAVERAL LABORATORIES LLC from any loss, damage, cost or expense (including reasonable attorneys’ fees), arising from any claim, demand, assessment, action, suit or proceeding occurring as a result of the negligence, gross negligence or intentional misconduct of Client (including any employees, agents and/or subcontractors). Client further agrees to indemnify CANAVERAL LABORATORIES LLC against all liability, debts, actions, charges or claims arising out of Client’s obligations under this Agreement or Client’s failure to comply with any statute, regulation, ordinance, or other legal authority.
CANAVERAL LABORATORIES LLC is not liable, by reason of its performance under this Agreement, for any loss of profits, claims against Client by any third party or any consequential damages even if Canaveral Laboratories LLC is advised of the possibility of such loss, claims or damages. Client agrees that CANAVERAL LABORATORIES LLC‘s liability hereunder for damages, regardless of the form of action, shall not exceed the total of all charges paid by Client to CANAVERAL LABORATORIES LLC Labs for the services rendered.
GOVERNING LAWS and JURISDICTION: Any dispute arising from the relationship between Client and CANAVERAL LABORATORIES LLC Labs shall be governed and determined by Florida law. Any dispute that arises (whether in contract, tort or both) shall be resolved in the appropriate state or federal court having jurisdiction in Brevard County, Florida, and the parties expressly waive any right they may have otherwise have to cause any such action or proceeding to be brought or tried elsewhere.
INTELLECTUAL PROPERTY: CANAVERAL LABORATORIES LLC operates under “need to know” principles within its organization to further protect its clients’ information. CANAVERAL LABORATORIES LLC reserves the right to decline service to a client if the nature of the work presents a potential conflict of interest with other work either currently underway or previously completed for another party. CANAVERAL LABORATORIES LLC also operates under the principle that the outcome of its work is owned by the receiving client unless previously agreed to in writing between the parties.
FORCE MAJEURE: Neither party shall be liable for damages due to delay or failure to perform any obligation under this Agreement to the extent such delay nor failure results directly or indirectly from circumstances beyond the control of such party. Such circumstances shall include, but shall not be limited to, acts of God, acts of war, civil commotion's, riots, strikes, lockouts, acts of the government in either its sovereign or contractual capacity, perturbation in telecommunications transmissions, inability to obtain suitable equipment or components, accident, fire, water damages, flood, earthquake, or other natural catastrophe.
WAIVERS: No waiver of a breach, failure of any condition or any right or remedy in or granted under this Agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor will any waiver constitute a continuing waiver unless the writing so specifies.
SEVERABILITY: Any provision of this Agreement that in any way contravenes the law of any state or country in which this Agreement is effective will, in that state or country, to the extent the law is contravened, be considered separable and inapplicable and will not affect any other provision or provisions of this Agreement.
SUCCESSORS & ASSIGNS: This Agreement will inure to the benefit of, and be binding on, the successors and assigns of CANAVERAL LABORATORIES LLC and Client.
ENTIRE AGREEMENT: This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties and supersede all prior and contemporaneous understandings or agreements of the parties. No party is relying on any representation or warranty outside those expressly set forth in this Agreement.
PARAGRAPH HEADINGS: All paragraph headings are for convenience only and shall not be construed as a limitation of the scope of the particular sections to which they refer.
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