All services provided by Community Environmental Laboratories, Inc. (“CEL”) are subject to the following Terms and Conditions. By placing any order with CEL, you (“Customer”) agree to be bound by these Terms and Conditions. To the extent that any Customer order contains terms or conditions that differ from those stated herein, such additional or differing terms shall not apply, even if CEL proceeds to perform the requested services.
CEL agrees to keep Customer’s Confidential Information strictly confidential for a period of five (5) years from the date of sample submission. CEL will not disclose Customer’s Confidential Information to any third party without Customer’s prior written consent. CEL shall maintain the confidentiality of Customer’s information with the same level of care it applies to its own proprietary information, but no less than a reasonable standard of care. “Confidential Information” includes:
- (a) Samples provided by the Customer to CEL;
- (b) Any data or documentation related to those samples that Customer has identified as confidential (or that is inherently confidential based on its nature);
- (c) The analytical test results generated by CEL for Customer.
Confidential Information does not include information that:
- (i) Was in CEL’s possession prior to receipt from Customer;
- (ii) Becomes publicly known through no wrongful action by CEL;
- (iii) Is obtained by CEL from a third party without breach of confidentiality obligations; or
- (iv) Is independently developed by CEL without reliance on Customer’s information.
Unless otherwise agreed upon in writing, CEL’s standard payment terms are net 30 days from the date of the invoice. CEL reserves the right to change its prices without notice. Customers are responsible for all fees associated with the services, which shall be outlined in a service agreement or quote. Late payments are subject to interest at a rate of 1.5% per month or the maximum amount allowed by applicable law.
All fees for services are billed directly to the Customer, except where a third party has accepted payment responsibility via a signed authorization. Any modifications to the initially requested testing services after testing has commenced are the Customer’s financial responsibility. The Customer must notify CEL of any testing changes as soon as possible. CEL reserves the right to invoice for completed testing based on the initial request unless otherwise agreed.
Samples must be collected, prepared, and shipped in accordance with all applicable regulatory and safety guidelines, accompanied by CEL’s “Analytical Request Order Form.” This form is available on CEL’s website and includes all required information. Samples will generally be retained by CEL for two (2) months, except:
- (a) When the sample is fully consumed during testing;
- (b) When microbial samples are destroyed during analysis;
- (c) When hazardous or contaminated samples require early disposal; or
- (d) When the Customer requests return or early disposal of samples.
Unless otherwise agreed, samples submitted for microbiological testing or other specified tests will not be returned to the Customer and may be disposed of by CEL following analysis.
It is the responsibility of the Customer to clearly identify any sample that may contain pathogens or hazardous substances on the container and in written communications with CEL prior to shipment. CEL reserves the right to refuse any sample that poses a health or safety risk to its personnel. If a sample is rejected by CEL, it will be disposed of at the Customer’s expense, and no samples containing hazardous substances will be returned.
CEL will make every reasonable effort to complete analyses within the standard turnaround times indicated in the order confirmation or on CEL’s website. For expedited or “rush” services, an additional fee may be assessed, and such requests require prior approval from CEL. CEL reserves the right to subcontract analytical work to qualified third parties while maintaining confidentiality standards, unless expressly instructed otherwise by the Customer. Results relate solely to the samples analyzed, and test reports may not be reproduced except in their entirety without written permission from CEL.
Customer may request a retest if there are concerns regarding the initial results. CEL will perform the retest, and the Customer will be charged if the retest results confirm the original analysis. If the retest results significantly differ from the original findings, CEL may waive the charge at its discretion.
CEL discourages the use of its services for litigation purposes, and pricing is based on the assumption that results will not be used in court. If the Customer decides to use results in litigation or if CEL’s involvement becomes necessary in a legal dispute, the Customer shall bear all costs associated with CEL’s participation, including but not limited to document production, testimony, and preparation. Additional fees may apply for compliance with subpoenas or other legal requirements.
CEL warrants that all services provided will be conducted in a competent, professional manner consistent with industry standards. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. If services do not meet the standards of the warranty, CEL’s sole obligation is to reperform or correct any services deemed improperly conducted. Any claims must be reported to CEL within thirty (30) days of service completion.
IN NO EVENT SHALL CEL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR BUSINESS INTERRUPTION, REGARDLESS OF WHETHER CEL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CEL’s liability for any claim related to services provided shall not exceed the amount paid by the Customer for the specific analysis. The Customer shall indemnify and hold CEL harmless from all claims, losses, and damages arising from the Customer’s use of CEL’s services or dissemination of results.
These Terms and Conditions shall be governed by and interpreted in accordance with the laws of the State of Maryland, without regard to its conflict of law principles.
The relationship between CEL and the Customer is that of independent contractor. Neither CEL nor any of its personnel shall be deemed an employee, agent, or representative of the Customer.
Customer agrees not to use CEL’s name, trademarks, or test reports for any marketing or promotional purposes without CEL’s prior written consent. Any unauthorized use that may harm CEL’s reputation is strictly prohibited. Customer shall refrain from disclosing the existence of any agreement with CEL or its terms without prior approval.
