Terms and Conditions – Environmental Services
Standard Terms and Conditions
The following terms and conditions apply to the Services to be provided by Maxxam Analytics International Corporation (“Maxxam”) at the request of Client. In the event of a conflict between these and any other terms and conditions contained in any purchase order or other documentation relating to the Services not specifically agreed to in writing by Maxxam, these terms and conditions shall govern.
1.0 Orders and Receipt of Samples – Sample Acceptance
1.1 Client requests the service through submission of samples accompanied by a Chain of Custody of suitable format that contains sufficient information/detail/specification to carry out Client’s requirement, including:
- Instruction on type of analysis to be conducted
- Complete disclosure of known or suspected hazardous substances. Where disclosure is not made and Maxxam’s business is interrupted as a result, the client is liable for cost of cleanup and recovery.
- Signature authorizing Maxxam to proceed with the testing under our standard terms and conditions
1.2 Sample receipt, inspection and service request discrepancy resolution, if required, constitutes Sample Acceptance.
1.3 Upon Sample Acceptance at Maxxam, Client will receive an electronic “confirmation report” detailing Maxxam’s understanding of the information/detail/specification of work requested by Client. Corrections, edits or scope changes to the scope of work required by Client must be made within 24 hours of Sample Acceptance. Maxxam will use best effort to complete the work as edited but will not be liable for consequences associated with their best effort to execute changes to scope made greater than 24 hours after Sample Acceptance.
1.4 Maxxam can refuse or revoke Sample Acceptance for any sample that, in Maxxam’s judgement:
- Is of unsuitable volume;
- Is a health or contamination risk for handling, processing, analysing and/or storing;
- Where holding time achievement is compromised due to receipt of the sample beyond 48 hours post sampling or ½ of the regulatory holding time for any requested test has expired.
1.5 Entire risk for loss or damage to samples remains with the Client at all times prior to Sample Acceptance. Maxxam assumes no responsibility or liability for any third-party carrier shipping or delivery of any sample to or from Maxxam facilities
2.0 Fees and Payment
2.1 Prices quoted are based on standard TAT unless otherwise specified. Applicable taxes, sample container and disposal fees will be added to services costs. A minimum per Job charge may be applied to cover courier, containers, shipping, project set-up, quality control samples and project administration expenses.
2.2 A charge may apply for containers ordered but not returned to Maxxam.
2.3 Rental Sampling Equipment – Sampling supplies including summa canisters, compressed breathing air cylinders, air media, glassware and pumps are provided to the Client for a rental fee or as part of an analytical package. The Client assumes full responsibility for replacement costs.
2.4 Maxxam requires a credit application to be completed to set up an account, and updated credit information provided on an annual or as requested basis. Based on the result of the credit application an appropriate credit limit will be established. Maxxam reserves the right to withhold data or refuse samples once Client’s credit limit has been reached or payment terms exceeded.
2.5 Payment terms are net 30 days, 1.5% service charge per month on overdue accounts. Accounts overdue by 90 days or more may be referred to a collection agency.
2.6 Published prices for analytical services may be subject to change without prior notice.
3.0 Change Orders, Termination
3.1 Changes to scope of work, including but not limited to increasing or decreasing the work, changing test and analysis specification, turnaround time schedule, or pricing can be made following Sample Acceptance upon agreement between Maxxam and Client in writing. Additional charges may apply.
3.2 Termination of the work may be ordered by Client at any time. Maxxam will complete all work in progress and Client will compensate Maxxam for all work performed, plus expenses incurred for portion of the work terminated by Client.
4.0 Warranties and Liability
4.1 Accreditation. Maxxam laboratories are recognized as Accredited Laboratories for specific tests by the Standards Council of Canada (SCC), the Canadian Analytical Laboratories Association (CALA) and/or the Ministry of Sustainable Development, Environment and Climate Change (MDDELCC). Scopes of accreditation for Maxxam’s Laboratories may be viewed at these organizations’ web sites.
4.2 Indemnification. Maxxam’s sole responsibility is to perform its Services in accordance with commonly accepted professional standards using accepted, and where applicable, accredited testing methodologies and procedures, unless lesser standards or methods are prescribed by the client or deemed scientifically appropriate in Maxxam’s judgement. Maxxam’s liability in connection with the performance or non-performance of Services is to the Client only, and does not extend to the Client’s or Maxxam’s successors, assigns, associates, affiliates, officers, employees, directors, contractors, customers or to any other third party, and is limited to the actual cost of the specific analysis included in the Services. Maxxam has no liability whatsoever for indirect, consequential, exemplary, incidental, special or punitive damages including lost profits, even if Maxxam has been advised of the possibility of such damages. Except as aforesaid, Maxxam disclaims all warranties, express or implied, including without limitation any warranties of merchantability or fitness for a particular purpose. The client agrees to indemnify and hold Maxxam harmless from all claims, damages and losses including the cost of defence in connection with or arising out of performance of the Services, except only as aforesaid. In the event that Maxxam is required to respond to legal process related to Services provided to Client, Client agrees to reimburse Maxxam for expenses incurred in preparation for and defense of Maxxam’s work.
5.0 Regulatory Hold Times, Turnaround Time (TAT) and Rush Processing
5.1 Hold Times. Client assumes responsibility for timely submission of samples to the laboratory. Maxxam will start analytical processes within holding times provided that Sample Acceptance occurs within 48 hours of sampling or ½ of the holding time for the test, whichever is greater. Where Sample Acceptance does not occur within this period, Maxxam will use its best efforts (including expedited handling at additional charge) to meet holding times and will proceed with analysis but will not be liable for consequences, including resampling costs, associated with missed holding time. Reanalysis of samples required to comply with Maxxam’s quality system requirements will be deemed to have met hold time if the original analysis was performed within the required hold time.
5.2 Turnaround Time. Upon timely delivery of samples, Maxxam will use its best efforts to meet mutually agreed turnaround times:
- TAT calculation begins when Maxxam has determined that it can proceed with the defined work – Sample Acceptance.
- All TATs quoted are in business days. TAT on samples received past 3:00 pm, or on weekends or statutory holidays begins the next business day. In the case of subcontracted analyses, TAT begins once samples are received at the subcontract laboratory.
- Standard TAT is 5-7 business days post Sample Acceptance.
5.3 Expedited Turnaround Time. Rush Processing TAT is anything less than Standard TAT.
- Client is required to contact Maxxam to prearrange Expedited Turnaround Time service.
- Rush surcharges will apply when rush service is delivered.
- If rush service is required to meet hold times, surcharges will be applied even if standard TAT is requested.
- Surcharges are only charged for actual TAT received, not TAT requested.
Effective October 1, 2017 Maxxam Standard Rush surcharges for all locations are as follows:
|Same Day (in by 9am, reported by 6pm)||200%|
|1 Day TAT||100%|
|2 Day TAT||50%|
|3 Day TAT||25%|
|4 Day TAT||15%|
|Regular 5-10 Day TAT||Standard Rate|
6.0 Results and Work Product
6.1 Detection Limits. Maxxam’s standard detection limits apply unless stated otherwise. Matrix interferences may raise the RDL above criteria. It is Client’s responsibility to inform the laboratory of RDL requirements at the time of submission. Maxxam will make best effort to achieve required detection limits but does not warrant or guarantee such performance achievement.
6.2 Reanalysis. Maxxam reserves the right to analyze Client samples without consent as part of QA/QC procedures. Client may request reanalysis of samples to verify results. Additional fees may apply if reanalysis confirms original data.
6.3 Data Ownership. Data or information generated by Maxxam services become property of Client only upon receipt of payment in full by Maxxam.
6.4 Confidentiality. All results and information obtained by Maxxam will be held in strict confidence unless (i) the Client directs otherwise in writing, (ii) any disclosed information is at the time of its disclosure or subsequently become generally available to the public without breach of any confidentiality agreement by Maxxam, or (iii) disclosure is compelled by law, in which event Maxxam will use commercially reasonable efforts to give Client prior written notice of any disclosure to be made, and at Client’s expense, Maxxam shall cooperate fully with Client to obtain protective orders, confidential treatment or other such protective action as may be available to preserve the confidentiality of the information required to be disclosed.
6.5 Subcontracting. Maxxam reserves the right to perform the work at any laboratory in its network. Maxxam reserves the right to subcontract services to another laboratory, if in Maxxam’s judgement it is reasonably necessary. Maxxam will in no way be liable for quality, timeliness and appropriateness of any subcontracted service procured from outside the Maxxam network.
6.6 Sample Disposition. Maxxam will dispose of Client’s samples 30 days after Sample Acceptance unless instructed to return such samples to Client. Storage of samples beyond 30 days is available at additional charge. Maxxam will dispose samples according to local environmental regulations. Notwithstanding the above, Maxxam reserves the right to return any sample to Client at Client’s expense.
6.7 Hold Samples. Any samples received, but not analysed as per Client’s request, shall be billable to cover costs of containers, Sample Acceptance and storage.
6.8 Records. Maxxam will retain all records for a minimum of five (5) years.
7.0 Corrective Work
If there is an actual and material failure, defect or deficiency in any particular Work conducted by Maxxam, the Client must notify Maxxam in writing within thirty (30) calendar days after the date the Certificate of Analysis is issued by Maxxam. Maxxam’s liability is limited to the cost of the analysis, however, at Maxxam’s sole discretion, may perform corrective and remedial services to remedy such Notified Deficiency. Such corrective or remedial work shall include, but is not limited to:
- Re-sampling costs – direct costs only with a maximum labour multiple rate of 1.7X
- Direct expenses such as mileage and accommodation
- Third party expenses such as drilling contractors – direct costs with no markup
- Re-analysis costs
No remedial work shall be reimbursed unless authorized in writing by Maxxam. Third Party expenses must be supported by providing Maxxam with copies of invoices.
Proof of insurance is available upon request.
9.0 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the province in Canada of service delivery.