Terms & Conditions

Granite River Labs Inc.

3500 Thomas Road, Suite A
Santa Clara, CA 95054
USA

 

General Terms and Conditions

  1. General. These Terms and Conditions embody the whole agreement of the parties in the absence of a signed and executed contract between the Granite River Labs Inc (“GRL”) and Client. They supersede all previous communications, representations, or agreements, either verbal or written, between the parties. GRL specifically rejects all additional, inconsistent or conflicting terms, whether printed or otherwise set forth in any purchase order or other communication from the Client to GRL. The invalidity or unenforceability, in whole or in part of any provision, term or condition hereof shall not affect in any way the validity or enforceability of the remainder of the Terms and Conditions. No waiver by GRL of any provision, term or condition hereof or of any breach by or obligation of the Client hereunder shall constitute a waiver of such provision, term or condition on any other occasion or a waiver of any other breach by or obligation of the Client. This agreement shall be administered and interpreted under the laws of the State of California, USA.
  2. Scope and Compensation. GRL agrees to perform the services described in the proposal or agreement to which these Terms and Conditions are attached. Unless the parties agree in writing to the contrary, the duties of GRL shall not be construed to exceed the services specifically described. Payment terms are net seven (7) days from the date of invoice unless otherwise mutually agreed in writing. All overdue payments are subject to an interest charge of one and one-half percent (1-1/2%) per month or a
    portion thereof. Client shall also be responsible for costs of collection, including payment of reasonable attorney fees if such expense is incurred. The prices, unless stated, do not include any sales, use or other taxes. Such taxes will be added to invoice prices when required. GRL reserves the right to require payment prior to release of data. Until such time as Client invoices are paid in full, GRL has no obligation, and will not defend, reproduce, or supplement data results.
  3. Prices. Compensation for services performed will be based on verbal quotations agreed to in writing by the parties. Unless specifically indicated on the written confirmation of quotation, project turnaround times are not guaranteed.
  4. Methods. Where applicable, GRL will use methodologies which are in substantial conformity with industry standards. GRL reserves the right to deviate from these methodologies, if necessary or appropriate, based on the reasonable judgment of GRL.
  5. Warranty. GRL warrants only that it will perform testing services, obtain findings and prepare reports in accordance with generally accepted test laboratory principles and practices at the time of performance of services. GRL makes no other warranty, express or implied. At GRL’s sole discretion, preliminary results may be given in advance of the laboratory report. Such preliminary results are tentative, subject to confirmation and final review by GRL. Client’s use of preliminary results in any manner shall be at Client’s sole risk.
  6. Limitations of Liability. In the event of any error, omission or other professional negligence, the sole and exclusive responsibility of GRL shall be to re-perform the deficient work at its own expense, and GRL shall have no other liability whatsoever. All claims shall be deemed waived unless made in writing and received by GRL within thirty (30) days following completion of services. GRL shall have no liability, obligation or responsibility of any kind for losses, costs, expenses or other damages
    (including but not limited to any special, indirect, incidental or consequential damages) with respect to GRL’s services or results. All results provided by GRL are strictly for the use of its clients, and GRL is in no way responsible for the use of such results by clients or third parties. All results should be considered in their entirety, and GRL is not responsible for the separation, detachment, or other use of any portion of the results.
  7. Service Delivery. Provided that GRL receives all necessary information and equipment from Customer, GRL will make reasonable efforts to meet the testing start times mutually agreed by the Customer and GRL in writing. GRL shall not be in default for any failure to provide services to Customer unless GRL does not begin to cure such failure within ten (10) days after receipt of written notice of failure to deliver such services from Customer. In the event that GRL so defaults, Customer’s sole remedy for such default shall be cancellation of the applicable order. GRL shall have no other liability to Customer as a consequence of any such default. Customer may not cancel any order for services, in whole or in part. All services furnished hereunder shall be deemed accepted by Customer upon receipt.
  8. Product Handling. Prior to GRL’s acceptance of any product to be tested (or after any revocation of acceptance), the entire risk of loss of or damage to such product remains with Client. Products are accepted when receipt is acknowledged on chain of custody documentation. In no event will GRL have any responsibility or liability for the action or inaction of any carrier shipping or delivering any product to or from GRL’s premises. All shipment arrangements or overnight shipping requirements will be at Client’s expense. If the Client does not wish for their products to be returned, GRL may add storage and disposal fees to the final invoice. Client will be required to give to GRL written instructions concerning disposal of these products. GRL reserves the absolute right, exercisable at any time, to refuse to receive delivery of, refuse to accept, or revoke acceptance of any product which, in the sole judgment of GRL may be or become unsuitable for or may pose a risk in handling, transport or processing for any health, safety, environmental or other reason, whether or not such presence has been disclosed to GRL by Client.
  9. Legal Responsibility. GRL is solely responsible for performance of this contract, and no affiliated company, director, officer, employee, or agent shall have any legal responsibility hereunder, whether in contract or tort, including negligence.
  10. Data Deliverables. Unless specifically requested by Client, GRL will produce electronic data representing services performed hereunder, subject to the following specific understanding between the parties: GRL will supply Client with electronic data using a medium as defined by GRL. Electronic data provided under this agreement is deemed to be the project deliverable for the purpose of fulfilling obligations under the Agreement. Except with regard to any limited warranty as specifically set forth below, GRL disclaims and excludes all warranties express or implied with regard to the creation, transmittal or use of electronic data hereunder. The limited warranty in this Agreement replaces all other warranties, express or implied, including any warranties of merchantability or fitness for a particular purpose. GRL’s electronic data transfer is derived in part from or is created using third party software, and no such third party warrants or assumes any liability regarding use of or undertakes to provide support information relating to GRL’s electronic data. GRL will utilize anti-virus programs on a best efforts basis in preparation of the electronic data transfer, but GRL makes no warranty as to the effectiveness of such screening. In addition to indemnities contained in the underlying agreement between GRL and Client, Client shall hold GRL harmless from any claims, suits or liability arising from or related to electronic data supplied pursuant to this Agreement. Any reuse of original or altered files by Client shall be at Client’s risk and without liability or responsibility to GRL, but shall entitle GRL to additional compensation for such unauthorized reuse. In no event will GRL’s liability for electronic data include any special, incidental or consequential damages, whether or not GRL has knowledge of the potential for loss or damage.
  11. Ownership of Data/Ownership of GRL Protocols, Methods, etc. Data or information provided to GRL by the Client shall remain the Client’s property. Upon full payment to GRL for all services provided by GRL, data or information generated by GRL for the Client shall become the Client’s property. GRL shall at all times retain exclusive ownership of any and all testing methods and equipment developed by GRL for performance of work by GRL.
  12. Choice of Laboratory. Unless the Client has specified, in a timely manner, a particular location where GRL is to perform its services for the Client, GRL may perform services for the Client at any laboratory in its network. GRL retains the right, at its discretion, to subcontract services ordered by the Client to another laboratory or other laboratories in its network.
  13. Records Retention. GRL will retain records pertaining to the work performed for the Client for a period of three (3) years following the issuance of a work report. Should Client desire that GRL maintain the records for more or less than three (3) years, the Client must obtain an agreement with GRL in writing. The Client, in accordance with GRL’s fee schedule, will owe an additional record handling charge in effect at the time of the request.
  14. Litigation Services. The Client will be required to pay and/or reimburse GRL for all costs incurred, including the time spent by GRL employees and officers, should GRL be required to respond to legal process related to services it has provided to the Client or should the Client request file searches, additional reporting, or a consultation that is above and beyond that usually offered in the normal course of business. Client will pay for all time expended by GRL employees and officers in accordance with their hourly rate as set forth on the fee schedule published and in effect at the relevant time. In addition to the above enumerated charges, Client will pay all legal costs incurred by GRL in obtaining legal advice, preparing a response and issuing a legal response to the legal process, and in preparing and issuing legal testimony, whether oral or in writing. Client’s agreement to pay and/or reimburse GRL for the litigation services and costs referenced above shall remain in full force and effect for ten (10) years from the last date that GRL completes providing services for the Client.
  15. Force Majeure. GRL shall have no responsibility or liability to the Client for any failure or delay in performance by GRL, which results in whole or in part from any cause or circumstance beyond the reasonable control of GRL. Such causes and circumstances shall include, but not be limited to, acts of God, acts of Client, acts or orders of any government authority, strikes or other labor disputes, natural disasters, accidents, wars, civil disturbances, difficulties or delays in transportation, mail or delivery services, inability to obtain sufficient services or supplies from GRL’s usual suppliers, or any other cause beyond GRL’s reasonable control.
  16. Use of GRL’s Name. GRL reserves the right to request its written consent prior to Client’s use of GRL’s name or trademark in any marketing or reporting materials, press releases or in any other manner (“Materials”) or attribution to GRL of any test result, tolerance or specification derived from GRL’s data (“Attribution”) prior to such Materials or Attribution. To request GRL’s consent, Client shall provide copies of the proposed Materials or Attribution and describe in writing Client’s proposed use of such Materials or Attribution. GRL will have discretion to disapprove the use of its name or trademark in any Materials or Attribution. GRL may reasonably charge Client for its time in reviewing such requests.

Granite River Labs Inc.

3500 Thomas Road, Suite A
Santa Clara, CA 95054
USA

 

General Terms and Conditions for Product Sales

  1. General. These Terms and Conditions embody the whole agreement of the parties in the absence of a signed and executed contract between the Granite River Labs Inc. (“GRL”) and Client. They supersede all previous communications, representations, or agreements, either verbal or written, between the parties. GRL specifically rejects all additional, inconsistent or conflicting terms, whether printed or otherwise set forth in any purchase order or other communication from the Client to GRL. The invalidity or unenforceability, in whole or in part of any provision, term or condition hereof shall not affect in any way the validity or enforceability of the remainder of the Terms and Conditions. No waiver by GRL of any provision, term or condition hereof or of any breach by or obligation of the Client hereunder shall constitute a waiver of such provision, term or condition on any other occasion or a waiver of any other breach by or obligation of the Client. This agreement shall be administered and interpreted under the laws of Singapore.
  2. Scope and Compensation. GRL agrees to deliver the products described in the proposal or agreement to which these Terms and Conditions are attached. Unless the parties agree in writing to the contrary, the duties of GRL shall not be construed to exceed the services specifically described. Payment terms are net seven (7) days from the date of invoice unless otherwise mutually agreed in writing. All overdue payments are subject to an interest charge of one and one-half percent (1-1/2%) per month or a portion thereof. Client shall also be responsible for costs of collection, including payment of reasonable attorney fees if such expense is incurred. The prices, unless stated, do not include any sales, use or other taxes. Such taxes will be added to invoice prices when required.
  3. Prices. Compensation for products delivered will be based on verbal quotations agreed to in writing by the parties.
  4. Shipping and Delivery. Freight terms are FOB shipping point unless otherwise agreed to. Turnaround and delivery times are not guaranteed and where indicated are provided only as a courtesy. Delivery Terms are based on our current availability schedule and are subject to change without notice. During quotation validity some of the products quoted might become obsolete. In such a situation GRL shall use its best efforts to provide equivalent replacement products at similar prices but shall not be held responsible in case there is no replacement available or if the price on the replacement unit is higher.
  5. Methods. Where applicable, GRL will use methodologies which are in substantial conformity with industry standards. GRL reserves the right to deviate from these methodologies, if necessary or appropriate, based on the reasonable judgment of GRL.
  6. Warranty. GRL warrants only that it will deliver products in accordance with generally accepted principles and practices at the time of performance of products. GRL makes no other warranty, express or implied, unless otherwise indicated in writing.
  7. Limitations of Liability. In the event of any error, omission or other professional negligence, the sole and exclusive responsibility of GRL shall be to re-deliver the deficient work at its own expense, and GRL shall have no other liability whatsoever.
    All claims shall be deemed waived unless made in writing and received by GRL within thirty (30) days following completion of products.
  8. Legal Responsibility. GRL is solely responsible for performance of this contract, and no affiliated company, director, officer, employee, or agent shall have any legal responsibility hereunder, whether in contract or tort, including negligence.