Agreement
Glines & Rhodes (“Company”) performs lab services (“Services”) for the customer ordering Services (“You”) in accordance with these Terms and Conditions. These Terms and Conditions, the Analysis Request Form submitted by You, and any quotation for Services provided by Company to You constitute the complete and exclusive statement of the terms of the agreement (“Agreement”) to provide Services to You.
Analysis Request Form
Company provides Services in accordance with Your Analysis Request Form. Company reserves the right in its sole discretion to refuse Analysis Request Forms. No party other than You is entitled to give instructions regarding the Services, particularly on the scope of testing or delivery of the results. Company will provide custom services exceeding the scope of Company’s standard Services only upon mutual written agreement of the parties.
Certificate of Analysis
Company will perform the Services based solely on the test sample You provide to Company. Company does not independently verify the origin or quality of the sample. The results reported to You in the Certificate of Analysis are dependent on the quality of the test sample, which may not accurately represent the material being sampled, and may also be subject to human or instrumental error. The risk of error may be minimized by performing additional sampling, weighing or analytical services, which are available to You for an additional cost. No one other than You may rely upon the Certificate of Analysis, and You are solely responsible for drawing any conclusions based upon the information presented in the Certificate of Analysis.
Disclaimer of Warranties
Company will perform the Services with due care, using standard quality control efforts. Company disclaims all other warranties and Company will not be responsible for human or instrumental error. Your exclusive remedy for breach of warranty is limited to, at Company’s sole option, either re-performance for that portion of the Services found by Company to be defective or refund of the price paid for the defective Services.
Limitation of Liability
In no event will Company be liable to You for any damages (regardless of whether the claim is based in law, equity, contract, negligence, strict liability or other otherwise) in excess of the price paid by You for the Services giving rise to the claim or cause of action. In no event will Company’s liability to You include indirect, incidental, consequential, special, exemplary, or punitive damages, including without limitation, loss of anticipated profits, business interruption, or loss of use, revenue, reputation or data. All claims against Company arising out of or related to the Services or this Agreement must be brought by You within one year after the cause of action has accrued.
Payment Terms
You must pay for the Services within 30 days after the date of invoice. If payment is not made when due, Company may charge interest on the unpaid amount at the rate of 1 1/2% per month, or the maximum rate permitted by law, whichever is less.
Arbitration
Any controversy or claim arising out of or relating in any way to this Agreement, or any transaction contemplated by this Agreement, or the breach, termination or validity of the Agreement, will be exclusively resolved by binding arbitration administered by the American Arbitration Association in accordance with its arbitration rules for commercial disputes. The arbitration will be decided by a sole arbitrator knowledgeable as to the precious metals refining business and having a minimum of 10 years’ experience in the subject matter of the dispute. The fees and expenses of the arbitrator and the arbitration administration costs will be borne equally by each party to the arbitration, unless otherwise agreed. Each party will bear the fees and expenses of its own counsel and witnesses. The arbitration hearings will be conducted in Boston, Massachusetts. The arbitrator will have no authority to award any indirect, incidental, consequential, special, exemplary, or punitive damages. The arbitral award must be consistent with the provisions of these Terms and Conditions and will be exclusive, final, and binding upon both parties, and enforcement of the award may be carried out in any court or other body of competent jurisdiction. This paragraph 7 will be governed by the internal laws of the Commonwealth of Massachusetts, USA; provided, however, that if You are not a U.S. person or entity or an entity that is organized or registered, as applicable, in a jurisdiction which renders it subject to the United Nations Convention on the Recognition of Foreign Arbitral Awards of 1958, then any dispute, controversy or claim will be referred exclusively to the courts of the Commonwealth of Massachusetts.
Miscellaneous
No modification of the terms of these Terms and Conditions will be binding upon Company unless in writing and signed by an authorized representative of Company. This Agreement will be deemed to have been made in and will be governed by the internal laws of the Commonwealth of Massachusetts. If any provision of these Terms and Conditions is held to be legally unenforceable, the enforceability of the remaining provisions will not in any way be deemed to be affected or impaired. Each paragraph and provision of these Terms and Conditions are severable from the entire agreement, and if any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will nevertheless remain in full force and effect. Notice to You will be sent to Your last known address. Notice to Company under this Agreement must be in writing and sent by postage prepaid first-class mail or receipted courier service to the following address or to such other address (including facsimile or e-mail) as specified in writing, and will be effective upon receipt: Glines & Rhodes, Inc., 189 East St., Attleboro, MA 02703, USA.
