Terms & Conditions
Terms & Conditions
The Terms and Conditions of Sale contained herein constitute the entire agreement ("Agreement") between AAA Test Labs, Inc. ("AAA") and it’s Client ("Client").
1. Quotes All quotes provided (the "Quote") for testing and/or consulting services (the "Services") are subject to written acceptance by AAA Test Labs, Inc. (“AAA”). Unless otherwise specified, the Services specified in the Quote shall be performed by AAA within a reasonable period of time following receipt of Client’s products to be tested (“Products”) in accordance with AAA’s customary practices. The Quote along with these Terms and Conditions stated herein constitute the entire agreement between AAA and the Client. In the event of any inconsistencies between the Quote and the Agreement, the Terms and Conditions stated herein will prevail. AAA rejects any other Terms and Conditions, unless expressly assented to in writing. No course of dealing between the parties hereto shall be deemed to affect or to modify, amend or discharge any provision or term of the Agreement.
2. Applicable Terms and Conditions AAA’s Terms and Conditions stated herein shall apply to all of AAA’s Quotes, Client’s resulting written Orders / Purchase Orders, and AAA’s acknowledgments of orders, if any, for the delivery of AAA’s Services. Notwithstanding any terms or conditions within any of Client’s documentation or any other documents to the contrary, AAA’s Quotations and performance of all Services are expressly made conditional on Client’s acceptance of AAA’s Sales Terms only. AAA’s Quotes expressly limit Client’s acceptance to AAA’s Terms and Conditions only. AAA’s acknowledgments of any orders, or commencement of performance or delivery of any orders, or Client’s issuance of any confirmations, acceptances or payment, shall constitute Client’s acceptance of AAA’s Terms and Conditions only. Any other such additional terms shall not apply or become part of any Quote or Agreement, and AAA’s failure to object to any additional terms of Client shall not constitute an acceptance thereof.
3. Specifications All Services rendered by AAA shall be conducted according to the specific test conditions and specifications (the "Specifications") as stated in the Quote. AAA is not obligated to perform any additional, repeat or subsequent services or testing unless agreed upon in writing by AAA. Unless otherwise specified in the Quote, AAA shall not inspect, test, investigate, verify, represent, warrant or guarantee that the Products tested are authentic, genuine and not counterfeit. Client shall accept or reject all Services within thirty days after Client’s receipt of Services and Products tested FOB Client’s facility. AAA’s Services and Products shall be deemed accepted, and Client waives all claims for any damages, defects, latent defects, discrepancies, non-conformances, non-compliances, malfunctions or shortages with respect to the Services and Products tested, if any such claims are not made in writing by Client and received by AAA within thirty days after the date of Client’s receipt of Services and/or Products.
4. Report/Results Client may use and distribute copies of the full Report (“Report”) for the purpose of product approval from governmental authorities, businesses and industry, engineers, and Clients or from accredited standardizing committees and organizations. All other reproductions, distributions, or disclosures, in any form, in whole or in part, of any portion of the data, observations, or Report provided by AAA, either oral or written, require prior written consent of AAA. Test results ("Results") shall only apply to the specific Product sample(s) tested by AAA.
5. Payment Client is responsible for all charges for work performed by AAA. Client payments for Services performed by AAA are due according to the payment terms specified in the Quote, without regard to the Results, and notwithstanding any early termination of the Agreement by the Client. In the event Client defaults in any payment or breaches any other term of the Agreement, AAA may withhold the Products, test data and Reports until full payment is received, or terminate the Agreement for Client’s default without prejudice to all other rights and remedies of AAA.
Client shall be liable for all applicable federal, state, local or foreign taxes, duties, tariffs, fees, transportation, handling and insurance costs, regardless of whether included in the Quote from AAA. All Agreements are non-cancellable, and all deposits received are nonrefundable.
6. Products Client will provide AAA with products for testing at Client's expense. When shipping products to AAA, Client shall abide by all applicable shipping and product governmental regulations and carrier requirements. AAA has the right to refuse receipt of and/or test any shipment that in AAA´s sole discretion is hazardous, unsafe, unlawful or has been shipped improperly. In such instances, Client shall bear all associated costs, including but not limited to, identification of sample content, damage incurred by AAA as a result of improper packaging, labeling, omission of documents, return of Product to Client, or disposal of Product by AAA.
7. Confidential Information and Intellectual Property AAA and Client agree that all confidential information, observations and data obtained in this transaction related specifically to the businesses, products, practices, and professional knowledge of both AAA and the Client, are the proprietary property of the respective parties and must remain confidential as such. AAA and Client also agree that the methods, designs, concepts, inventions, processes, trade secrets, applications used by AAA in the delivery of Services, are the sole intellectual property of AAA and must remain confidential as such. The parties therefore agree not to use, disclose to any third party, or engage in any practices with any such proprietary property for their own gain, without the prior written consent of the other party. Neither this Agreement nor any rights under this Agreement, other than monies due or to become due, shall be assigned or otherwise transferred by Client (by operation of law or otherwise) without the prior written consent of AAA. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties. Client may not use any names, trademarks or other service marks of AAA, for promotion or any other purpose, except as provided in paragraph 3 above.
8. Disclaimer of Warranties AAA warrants only that Services provided shall conform to the Specifications set forth in the Quote. AAA makes no other warranties of any kind, either express or implied, with regard to the Services provided or Results set forth in the Report. Statements made in the Report or in connection with the Agreement shall not be construed as representations or warranties or as inducements to violate any law, safety code or insurance regulation.
9. Limitation on Liability Client's right to recover any damages from AAA with respect to Services shall not exceed the total amount actually paid to AAA by Client. AAA will not be liable for any other damages arising from, or in any way connected to, the Services or the Report, including, without limitation, Product liability claims, omissions in connection with Services, or any defect related to any Product provided to AAA by the Client, and tested by AAA according to the Agreement. Client further agrees to indemnify, hold harmless and defend AAA, its officers, directors, agents, designated subcontractors, representatives and employees from any and all claims, liabilities, damages, and expenses arising from, or in connection with, the Services to be performed in the Agreement.
Client shall be responsible for all loss or damage to the Product while in transit to AAA’s facility, and after AAA’s delivery of the Product FOB AAA’s facility; (a) AAA shall not be liable for any Defects or failures of the Product due to any improper handling, storage, marking of any test, transportation or use of the Product by Client or any other person or entity, except AAA; (b) with respect to its testing services, Client acknowledges that AAA is acting as an independent testing laboratory and is not the manufacturer of the Goods. AAA shall not be liable, and Client shall be solely responsible for, any loss or damage to the Product or any loss or damage caused by the Product, resulting from any Defects in the Product; (c) AAA shall not be liable for any failure or inability of the Product to meet any manufacturer’s or others specifications or requirements; (d) AAA shall not be liable for any loss or damage to the Product while in AAA’s custody unless caused by AAA’s negligence; (e) AAA’s count of all Product shall be final and binding.
Services as set forth on the Quote from which any claim arose or accrued; (f) in no event shall AAA be liable for any consequential, incidental, indirect, direct, punitive, special or other damages (including without limitation any personal injury, death or Product damage, or any loss of use of any Product, or any loss of revenues, profits or business, or any liability of Client to its customers or third parties) arising out of, resulting from, or in connection with the Quote for any reason; and (g) Client’s sole and exclusive remedy under any AAA Quote shall be limited to: (h) the recovery of the price of AAA’s Services or Goods as set forth on the Order from which any claim arose or accrued, subject to the limitations of liability as set forth in AAA’s Sales Terms herein, or at AAA’s sole option (i) AAA’s performance of the Services required by the Quote.
10. Litigation Services Client shall notify AAA in writing if any Services to be performed are in support of pending or contemplated litigation, and shall further advise AAA of the parties involved in any such litigation, prior to AAA commencing Services. In the event employees or contractors of AAA are subpoenaed to testify before any tribunal, panel, official, or judicial officer, either by the Client or by another litigant, in connection with Services, Client shall be responsible to AAA for full reimbursement of all costs incurred in order to fully comply with such subpoena, including but not limited to AAA’s usual and customary hourly billing rate for all time AAA deems to be necessary to prepare for, travel and appearance for testifying as required.
11. Non solicitation of Employees Client agrees not to solicit for employment any employees of AAA, any of its affiliates or designated subcontractors, unless AAA and/or such affiliate or designated subcontractor shall have first consented to such solicitation in writing.
12. Delays or Excused Nonperformance AAA shall not be in default in the performance of any Services if any delay or failure to perform is caused, in whole or in part, by causes beyond the reasonable control of AAA, and in such event the time for performance shall be extended for any period of force majeure.
13. Indemnification/Hold Harmless The Client shall indemnify and hold AAA and its designated subcontractor harmless to the fullest extent permitted by law from any and all damages, expenses, fines, judgments, liabilities, losses and costs, including reasonable attorneys' fees incurred by AAA or its designated subcontractor (a) in connection with or arising from any breach by the Client of the terms of this Agreement, and (b) as a result of any claims, causes of action, suits or legal proceedings brought against AAA and arising out of its delivery of the Services and preparation of the Report contemplated herein.
14. Dispute Resolution and Governing Law The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the County of Brevard, State of Florida, United States of America, as if performed wholly within the County of Brevard, State of Florida without giving effect to the principles of conflict of law. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in Brevard County, Florida in accordance with the applicable statutes of the State of Florida. In the event of a breach of this Agreement, the breaching party shall pay to the other party any reasonable attorneys' fees and other costs and expenses incurred by the non-breaching party in connection with the enforcement of any provisions of this Agreement.
15. Shipping and Deliveries All Services and/or Products shall be quoted, sold and shipped FOB AAA’s facility. All delivery dates are approximate and are conditioned on AAA’s timely receipt from Client of all Products, products or any other materials related to the Services contained in the Quote. All delivery dates shall be extended based on additional time required by AAA if needed, to notify and receive Client’s disposition or other instructions relating to the testing of the Products or performance of the Services. Client shall be responsible for all loss or damage to the Product while in transit to AAA’s facility, and after AAA’s delivery of the Product FOB AAA’s facility.