These Terms and Conditions govern the sale of services by Green Scientific Labs AZ, LLC – a Smithers company (“Smithers”) to buyers of those services (“Buyer”).  Smithers’ fees are based upon the services ordered by Buyer.  Any change desired by Buyer in the scope of the services must be expressly agreed to by Smithers and may result in a change in the fees payable by Buyer.  

Invoicing and Payment:

Smithers will issue an invoice upon completion of services, or as otherwise mutually agreed to by the parties in writing.  Invoices are due and payable in full 30 days from date of invoice.  Buyer’s overdue unpaid balances shall be subject to a finance charge of 1.5% per month until paid in full (or such lower rate as may be the maximum permitted by law).  Buyer shall also pay Smithers’ cost of collection (including attorneys’ fees and disbursements).  Payments received may be applied by Smithers against any obligation owed by Buyer to Smithers.  Smithers may refuse or delay further services if Buyer fails to pay promptly any amounts due Smithers.  All payments must be in U.S. Dollars.  Credit card details and personal information are communicated using a secure link with SSL encryption. Smithers does not store credit card information. Smithers Information is committed to ensuring that your privacy and personal data is protected in compliance with applicable laws and Smithers’ Privacy Policy: Visit http://www.smithers.com/policies/privacy-policy

Taxes:

Buyer shall pay all applicable sales, use, services, excise or similar taxes or charges unless Buyer provides Smithers with valid tax exemption certificates.

Delays:

Smithers shall not be liable for delays or for failure to perform due to causes beyond its reasonable control and not involving any fault or negligence on its part.  In the event of any such delay, the set date of performance, if any, shall be extended for a reasonable period.

Warranty:

Smithers warrants that all services will be performed in a workmanlike manner and in conformity with any agreed upon written specifications.  In the event of a breach of this warranty, Buyer’s sole and exclusive remedy shall be re-performance of the services in question by Smithers at no additional cost to Buyer.  If re-performance is impossible or impractical, Smithers may, in its sole discretion, refund to Buyer the fees attributable to the services in question.  The above warranties are exclusive and no other warranty, whether written or oral, is expressed or implied.  SMITHERS SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT APPLICABLE.

Liability:

Smithers is not responsible for the performance, adequacy, or safety of any material, product, or process of Buyer being tested or evaluated by Smithers.  Smithers is not responsible for Buyer’s use of any information or data generated as part of the services, and will not be liable for any loss or damage resulting from such use.  In no event shall Smithers’ liability arising in connection with or under this Agreement exceed the purchase price of the services.  BUYER SHALL IN NO EVENT BE ENTITLED TO, AND SMITHERS SHALL NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, INJURY TO REPUTATION, OR LOSS OF CUSTOMERS.

Use of Smithers Name and Marks:

Buyer agrees not to use the name or any trademark, service mark or logo of Smithers or any of its affiliates for advertising or promotional purposes or in any publication without Smithers’ prior written consent, which Smithers may grant or withhold in its sole and absolute discretion.

Indemnification:

Buyer agrees to indemnify and hold harmless Smithers and each of its affiliates and their respective shareholders, directors, officers, employees, and agents (collectively the “Indemnified Parties”) from and against any and all claims, liabilities, damages, and expenses, including, without limitation, attorneys’ fees, consultant’s fees, costs of investigation and disbursements, incurred by any Indemnified Party as a result of or in connection with (a) Buyer’s breach of this Agreement, (b) any attempt to impose upon an Indemnified Party any responsibility, liability, or obligation which under the terms of this Agreement is not to be a responsibility, liability, or obligation of Smithers and/or its affiliates, or (c) a product, service, process, operation, or activity of Buyer.

Confidential Information:

Information contained in any proposal, order acknowledgment, or invoice provided by Smithers to Buyer is confidential and shall not be disclosed by Buyer to any third party without Smithers’ prior written consent, except as may be required by law.  Information provided by Buyer to Smithers in connection with the services that is not otherwise available to Smithers shall be treated by Smithers as confidential and shall not be disclosed to any third party without Buyer’s prior written consent, except as may be required by law.

Miscellaneous:

All agreements contained herein shall apply to and bind the assignees and successors in interest of Smithers and Buyer.  This Agreement is not assignable by Buyer without Smithers’ prior written consent.  Electronic signatures or other reliable means of authentication by which Buyer signifies its assent to this Agreement shall be effective to bind Buyer to this Agreement.  The waiver by Smithers of any breach or default shall not be deemed to be a waiver of any later breach or default.  The exercise or failure to exercise any remedy shall not preclude the exercise of that remedy at another time or of any other remedy at any time.  If any provision or portion of this Agreement is held to be invalid or unenforceable, the other provisions and portions shall not be affected.  The headings are used for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.  Any clerical errors are subject to correction.  This Agreement shall be governed by the laws where the services by Smithers are performed without giving effect to the conflict of law’s provisions thereof.

Differing or Additional Terms:

Notwithstanding any different or additional terms or conditions contained in Buyer’s purchase order or other communication, Smithers accepts Buyer’s order only on the condition that Buyer expressly accepts and assents to the terms and conditions contained in this Agreement.  Buyer’s acceptance of any services shall be deemed to be acceptance of all of the terms and conditions stated in this Agreement.  Smithers hereby objects to any additional, contradictory or different terms contained in any initial or subsequent order or communication from Buyer pertaining to the services.  Any notice by Buyer objecting to these terms must be in writing separate from any form purchase order.  Smithers’ failure to object specifically to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions contained in this Agreement.