Terms and Conditions of Sale

The Lab Worldwide – Terms and Conditions of Sale

These Terms and Conditions of Sale (the “Agreement”) constitute the entire agreement between The Lab Worldwide, Inc. (“The Lab Worldwide”) and its client (“Client”) and govern all sales, quotes, sales orders, and services performed. No other terms, conditions, or prior agreements, whether written or oral, shall apply unless expressly agreed to in writing by The Lab Worldwide.

1) Quotes, Sales Orders, and Acceptance

All written price quotations (“Quotes”) and sales confirmations (“Sales Orders”) issued by The Lab Worldwide for testing, consulting, or related services (“Services”) are subject to these Terms.

  • A Quote becomes binding once accepted by Client.
  • A Sales Order represents a final contract for Services and supersedes any prior Quote.
  • In the event of inconsistency between a Quote, Sales Order, and these Terms, these Terms shall control.
  • Any additional or conflicting terms submitted by Client are expressly rejected unless agreed to in writing by The Lab Worldwide.
  • All orders are Non-Cancellable, Non-Returnable (NCNR). Any cancellation accepted by The Lab Worldwide shall subject Client to liquidated damages equal to the greater of (a) the full contract value, or (b) all costs incurred to date.

2) Applicable Terms

These Terms apply to all Quotes, Sales Orders, Purchase Orders, order acknowledgments, and deliveries of Services. Acceptance of a Quote, issuance of a Sales Order, or payment of an invoice constitutes Client’s agreement to these Terms.

2A) Change Orders

Any change in scope, specifications, sampling plan, turnaround, or acceptance criteria (a “Change”) must be:

  1. Communicated in writing,
  2. Requoted by The Lab Worldwide,
  3. Issued as a new Sales Order, and
  4. Supported by an updated Purchase Order from Client.

The Lab Worldwide will not perform Changes without following this process, except in emergencies required to protect sample integrity or safety.

3) Specifications and Delivery of Services

Services will be performed in accordance with the test conditions and specifications in the applicable Quote or Sales Order (“Specifications”). Unless otherwise stated, The Lab Worldwide shall not be responsible for verifying authenticity, genuineness, or non-counterfeit status of Products.

  • Delivery dates are estimates only. Time is not of the essence.
  • The Lab Worldwide may deliver Services, Reports, or results in phases (partial deliveries) and invoice accordingly.

3A)  Sample Receipt and Chain-of-Custody

Client must provide accurate chain-of-custody documentation and any required handling instructions. The Lab Worldwide performs a limited visual check for shipping damage and documentation completeness but does not verify latent defects or mislabeling unless included in the ordered Services.

3B) Sample Retention, Return, and Disposal

  • For commercial clients, tested samples will be retained for up to 1 year from Report issuance.
  • For government or military clients, tested samples will be retained for up to 10 years unless otherwise required.
  • After these periods, samples may be disposed of at The Lab Worldwide’s discretion.
  • Client may request return of samples at its expense.
  • The Lab Worldwide does not accept hazardous materials from Clients and reserves the right to reject or return unsafe shipments at Client’s expense.
  • Consigned materials, fixtures, and tooling provided by Client remain at Client’s risk while in The Lab Worldwide’s custody.

4) Reports and Results

Reports (“Reports”) and test results (“Results”) apply only to the specific Product samples tested.

  • Reports are void if altered, excerpted, or reproduced in part without written approval.
  • No use of Reports may imply product certification or endorsement by The Lab Worldwide.
  • The Lab Worldwide may revoke Reports misused in marketing, litigation, or third-party representations.

4A) Subcontracting

The Lab Worldwide may subcontract portions of Services to qualified providers (including ISO/IEC 17025-accredited laboratories). The Lab Worldwide remains responsible for subcontracted work unless Client objects in writing prior to order acceptance.

4B)  Accreditation, Scope, and Impartiality

Where The Lab Worldwide is accredited, Services are performed within the applicable scope(s) of accreditation when specified in the Quote or Sales Order. The Lab Worldwide provides independent testing and does not certify, approve, or warrant product compliance beyond the reported results.

4C) Decision Rules and Conformity

Where conformity to a specification or standard is reported, The Lab Worldwide applies the Simple Decision Rule in accordance with ILAC G8/ISO/IEC 17025 unless otherwise agreed in writing. Measurement uncertainty and decision rules will be reported where required or available upon request.

5) Payment Terms

  • Invoices are due within thirty (30) days from the invoice date unless otherwise stated in the Quote or Sales Order.
  • A 1.5% monthly service charge (18% annually) applies to all past due balances.
  • Accounts more than 90 days delinquent are subject to collection. Client is responsible for all attorney’s fees, court costs, and expenses.
  • All deposits are non-refundable. Once a Sales Order is placed, it is binding and non-cancellable.
  • Tariffs, Duties, and Taxes: Client is responsible for all tariffs, duties, import/export fees, brokerage, and government-imposed charges. The Lab Worldwide shall not be liable for such costs.
  • Credit Hold: The Lab Worldwide may suspend Services, withhold Reports, and retain samples on delinquent accounts until full payment is received.
  • The Lab Worldwide may adjust prices mid-contract to reflect increases in third-party costs, accreditation requirements, or government-imposed surcharges.

6) Products and Shipping

Client is responsible for shipping Products at its expense, in compliance with laws and carrier requirements.

  • The Lab Worldwide may refuse unsafe or improperly shipped Products.
  • Client assumes all risk of loss or damage during transit to and from The Lab Worldwide’s facility.
  • Tariffs and Customs Charges: Client is solely responsible for tariffs, duties, customs charges, VAT/GST, and similar costs.

7) Confidentiality and Intellectual Property

Both parties agree to maintain confidentiality of proprietary business, product, and technical information. All methods, processes, and intellectual property used by The Lab Worldwide remain its exclusive property. Client may not use The Lab Worldwide’s name, trademarks, or marks without written consent.

If Client provides designs, specifications, or intellectual property that infringe third-party rights, Client shall indemnify and hold harmless The Lab Worldwide against all related claims.

8) Complaints, Appeals, and Re-Tests

  • Complaints must be submitted in writing within thirty (30) days of Report delivery.
  • Appeals of reported decisions will be reviewed internally with impartiality.
  • Re-tests: If an error is due to The Lab Worldwide, re-testing will be performed at no additional charge. All other re-tests are billable and may require new samples.

9) Disclaimer of Warranties

The Lab Worldwide warrants only that Services will be performed in a professional and workmanlike manner and in accordance with Specifications. No other warranties, express or implied (including merchantability or fitness for a particular purpose), are made.

10) Limitation of Liability

  • The Lab Worldwide’s liability shall not exceed the amount paid by Client under the applicable Quote or Sales Order.
  • The Lab Worldwide shall not be liable for consequential, incidental, indirect, punitive, or special damages, including lost profits or business.
  • Tariffs and Duties Disclaimer: The Lab Worldwide shall not be liable for any tariffs, duties, taxes, or government-imposed charges on Client’s Products. Client indemnifies The Lab Worldwide from any related claims.

10A) Data Retention

  • For commercial clients, data and records are retained for 5 years.
  • For government or military clients, data and records are retained for 10 years.
  • Retrievals outside of normal reporting may incur fees.

11) Litigation and Testimony

If Services are requested in connection with litigation, Client must notify The Lab Worldwide in writing before Services begin. If employees are subpoenaed, Client shall reimburse preparation, travel, and testimony time at standard billing rates.

12) Non-Solicitation

Client agrees not to solicit or hire The Lab Worldwide’s employees or subcontractors without written consent.

13) Force Majeure

The Lab Worldwide shall not be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, strikes, or government actions.

If Client causes delays (failure to provide samples, documentation, approvals, or payment), The Lab Worldwide may invoice for all work performed to date and recover associated costs.

14) Scheduling and Expedite

Quoted turnaround times are estimates only. Expedite requests are subject to availability and surcharge. Client-caused delays (missing documents, incorrect labeling, unpaid invoices) may extend schedules and incur fees.

15) On-Site and Field Services

For Services performed at Client or third-party sites, Client must provide safe access, utilities, and permits. Mobilization, standby, and travel are billable. Work may be stopped if conditions are unsafe. Cross-border work is subject to tariffs/duties terms.

Client agrees to comply with all site safety requirements. Client shall indemnify The Lab Worldwide for any claims or damages resulting from unsafe Client premises or non-compliance with safety rules.

16) Termination

The Lab Worldwide may terminate this Agreement immediately if Client:

  • Fails to pay when due,
  • Breaches any term of this Agreement, or
  • Becomes insolvent, bankrupt, or enters liquidation.

Upon termination, Client remains liable for all amounts due and for work performed to date.

17) Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Florida. Venue shall lie exclusively in Brevard or Pasco County, Florida, or the U.S. District Court for the Middle District of Florida. Disputes shall be resolved by binding arbitration under the American Arbitration Association (AAA) rules in Florida. Both parties waive trial by jury. The prevailing party shall recover attorney’s fees and costs.

18) Assignment, Notices, and Severability

  • Assignment: Client may not assign this Agreement without written consent of The Lab Worldwide.
  • Notices: Formal notices must be in writing and delivered by certified mail, courier, or confirmed email.
  • No Third-Party Beneficiaries: This Agreement benefits only The Lab Worldwide and Client.
  • Severability: If any provision is held invalid, the remainder remains enforceable.
  • Survival: Provisions relating to payment, confidentiality, IP, reports, liability, indemnification, tariffs, and data retention survive termination.

19) Marks and Publicity

Client may not use The Lab Worldwide’s name, trademarks, or accreditation symbols in advertising, publicity, or tenders without prior written consent. No use shall imply product certification or endorsement.

20) Export Compliance and Government Flow-Downs

All Services and Products are subject to U.S. laws, including the Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and other restrictions. Diversion contrary to U.S. law is prohibited.

For U.S. government contracts, Client must disclose the intended end-use and end-user and agrees that additional contract terms (DFARS, ITAR, or flow-down provisions) may apply.

21) Independent Contractor

The Lab Worldwide acts as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.