These Terms and Conditions govern all hemp product testing services (“Services”) agreed to be performed by East Coast Cannalytics LLC, a Virginia limited liability company (“ECC”), for any person requesting such services (“Client”). The Terms and Conditions are incorporated into any order, offer, invoice, arrangement or understanding between the Client and ECC, including pursuant to a Request for Services via telephone, email, in writing, or via web portal accepted by ECC. All Services requested by Client are expressly limited and conditioned upon acceptance of the Terms and Conditions and without limiting any other mode of acceptance, Client’s submission of samples is deemed acceptance of these Terms and Conditions. ECC objects to and rejects any provision additional to or different from the Terms and Conditions that may appear in Client’s Request for Services, purchase order, acknowledgement, confirmation, writing, or in any prior or later communication between Client and ECC, unless ECC expressly agrees to such provision in a written amendment signed by ECC. The Request for Services together with these Terms and Conditions are herein referred to as the “Contract”.
Requests for Services can be made by telephone, email, in writing, or via web portal. Client must confirm requests for Services in writing, using a Chain of Custody submission form or fill submit a sample request via web portal prior to the commencement of the Services.
Materials (“Samples”) must be shipped to ECC for testing following the directions provided by ECC. ECC will provide a valid Certificate of Analysis with test results clearly displayed.
A representative sample is one that is stable, homogeneous, and representative of the batch from which it is taken. The Client is responsible for taking a representative sample from their hemp field, indoor hemp growing operation, production batch, or finished products. Delivery of samples must be performed during regular business hours and by appointment with Lab to ensure receipt of samples. Samples should be either hand delivered or mailed to 2200 Kraft Drive, Suite 2275, Blacksburg, VA 24060.
Upon completion of testing, Lab will dispose of samples and unused materials within fourteen (14) days in an appropriate way (disposal procedures may vary for different sample types).
Price and Payment Terms
All fees for Services are set forth on ECC’s offer to Client and are firm, fixed, and cannot be varied without the prior written agreement of ECC. Prices do not include any sales, use, excise, privilege, or other taxes or assessments imposed on the Services, and the same will be added to the price of Services at invoice. Payment for all Services is due at the time of Order and must be received prior to the release of testing results and the Certificate of Analysis. Lab owns and will retain all test results and Certificate(s) of Analysis until payment is received for all amounts due under the Contract. Once payment is received, Lab will transfer such ownership rights and provide the Certificate(s) of Analysis to Client via email. A hard copy of the Certificate of Analysis can be provided upon request for an additional $2.00 fee.
Client agrees to pay a fee of 1.5% per month (18% annual rate) against all outstanding balances from the date such balance is due until paid. There is an additional $25.00 charge for any returned checks. Client agrees that it will pay ECC for all costs of collection (including attorney fees and court costs) ECC incurs to collect amounts owed hereunder.
Compliance with Law
Client represents and warrants to ECC that: (i) all Samples provided to ECC for testing were produced and shipped in compliance with all applicable federal laws, Virginia state laws, and the state and local laws applicable to Client; (ii) all Samples qualify as “Industrial Hemp” as such term is defined in the Agricultural Improvement Act of 2018, (as may be amended); and (iii) the Client will sell all products represented by the Samples in strict compliance with all applicable federal, state and local laws. Client shall provide evidence of registration under a state’s industrial hemp program or any other compliance documentation, upon request by ECC.
Reports, Document Retention, Confidentiality
ECC retains final testing reports and supporting documentation for six (6) months following the Services, and may retain such information for longer period of time as may be required by law. Unless otherwise required by law, ECC will only release testing information to third parties with the authorization of the Client.
Each party will maintain the confidentiality of all information obtained from the other party in connection with this Contract and will not use such information for any purpose other than in connection with the fulfilment of its obligations under this Contract.
Disclaimer of Warranty
Services delivered hereunder are “as-is”. To the maximum extent permitted by law, ECC makes no representation or warranty of any kind, and hereby expressly disclaims all other representations or warranties, express, implied, statutory, or arising from a course of dealing, usage of the trade or otherwise, including, without limitation, any representation or warranty as to merchantability, fitness for a particular purpose, or any other matter, with respect to goods produced or sold and represented by the samples, whether used alone or in combination with any other goods, substances, processes or materials, or services.
Limitation of Liability
The liability of ECC and its affiliates is limited to the price allocable to the services giving rise to the claim, and in no event shall the cumulative liability of ECC howsoever arising, whether under warranty, contract, tort, negligence, strict liability, indemnification, defense or any other cause or combination of causes whatsoever, exceed the total payments received from client under the contract. To the extent permitted by law and notwithstanding any provision to the contrary in the contract, ECC shall not be liable for special, indirect, incidental or consequential damages, including without limitation, any loss of profits, loss of business revenues, loss of capital, failure to realize expected profits or savings, overhead costs, loss by reason of service interruption or increased expense of operation, loss of goodwill, loss of reputation, loss of value in any intellectual property, damages or liquidated sums payable pursuant to other agreements or to other third parties, other economic losses, whether arising under warranty, contract, negligence (including negligent misrepresentation) or other tort, strict liability, breach of statute, indemnification, or any other cause or combination of causes, including any theories of concurrent liability arising from a duty of care by operation of law or otherwise.
Client shall indemnify and hold ECC and the respective employees, directors, officers, agents and representatives, harmless from and against any suits, liabilities, losses, damages, claims, causes of actions, and expenses (including attorneys’ fees) arising out of or connected with any act or omission of Client, its agents, employees, subcontractors, or customers, including, without limitation, any breach of the representation or warranties herein or the sale, manufacture, or use of goods represented by a Sample.
All costs associated with compliance by ECC to any subpoena for documents, for consultation in preparation for or testimony in any deposition or proceeding, or for any other purpose relating to the Services, shall be paid by Client. Such costs include, but are not limited to, fees for persons responsible for responding to subpoenas, reproduction of reports and data in support of reports, mileage and other travel expenses, attorney preparations for testimony, court testimony, attorney fees, and any other expenses associated with ECC’s participation in the litigation.
The rights and duties of the parties and any dispute regarding the Services covered hereby shall be resolved according to the laws of the state of Virginia, without regard to its conflicts of law provisions. Any dispute relating to this Contract will be subject to the exclusive jurisdiction of the state or federal courts in or for Montgomery County, Virginia. In any dispute arising from this Contract, the prevailing party will be entitled to recover the expenses of the action, including but not limited to (a) the cost of any special handling fees and (b) a reasonable attorney’s fee.