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Standard Terms and Conditions of Sale |
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All sales of testing services or consulting services by Covance are subject to these Terms and Conditions of Sale unless otherwise agreed in writing.
- Food and Dietary Supplement Testing. Covance services are food and dietary supplement related testing or consulting services. If Buyer requires testing of a material for pharmaceutical purposes, it must notify Covance in writing and agree as to the separate testing standards that shall apply. Other than separate testing standards for materials to be used for pharmaceutical purposes, all other terms and conditions herein shall apply to services provided by Covance.
- Price; Payment. Prices are subject to change without notice, unless otherwise agreed in writing between Buyer and Covance. Price does not include any U.S. or foreign sales or use taxes, excise taxes, goods and services tax, value added tax or consumption taxes or shipping charges. Invoices are due and payable in full within 30 days of receipt. Any invoice not paid within 30 days of receipt shall be subject to an interest charge at the rate of the lower of 1.5% per month or the highest rate permitted by applicable law. For Consulting Services, fifty percent of the estimated consulting fees and expenses will be billed upon consulting start date. The remaining consulting costs will be invoiced on a monthly basis until completion of consulting activities. Covance reserves the right to halt or terminate consulting services if fifty percent payment is not received within five days of consulting start date.
- Conditions of Sale. Buyer, for purposes of all transactions, shall be the party who pays Covance for its services even if Covance supplies a third party, at the request of Buyer, with study reports or other information. All sales are made expressly conditioned upon Buyer's acceptance of these Terms and Conditions. Any terms and conditions (including any on a Buyer form, including a purchase order) which are different than, inconsistent with or supplemental to these Terms and Conditions are rejected unless otherwise expressly agreed in writing by Covance. No modification of these Terms and Conditions shall be binding or enforceable unless expressly agreed in writing by Covance. Covance and Buyer are the sole parties in interest in connection with the services performed by Covance hereunder and nothing herein shall give rise to or be construed as creating any direct or beneficial right in or on behalf of any third party.
- Study Terms. Any data analyses and reports will be prepared in Covance's standard format and in accordance with Covance's Standard Operating Procedures, unless otherwise agreed in writing. Covance must be notified in writing before the commencement of any work if Buyer has any specific documentation requirements relating to the testing. Covance shall use commercially reasonable efforts in accordance with industry standards to provide facilities, supplies and staff necessary to perform a study as agreed by Covance. The foregoing is Covance's sole warranty and Covance disclaims any other express or implied warranties, including that study results or report formats will meet the approval of regulatory agencies. Covance is not responsible to repeat testing that does not meet regulatory approval.
Buyer will provide Covance with sufficient amounts of all materials to be tested and all data necessary to inform Covance of proper storage requirements for the materials. If Buyer is unable to supply Covance with test materials or information required to start or perform a study by no later than two weeks prior to an agreed study start date, Covance may reallocate resources and will not be obligated to perform according to previously agreed study start or completion dates.
Analytical Method Summaries will be supplied to Buyer upon request. Detailed copies of Covance laboratory procedures may be reviewed by Buyer during a laboratory visit, but written copies will not be provided. Buyer shall designate a representative who will have responsibility for all matters relating to performance of a study on its behalf.
- Report Terms. The term "Less Than" or the symbol (<) is used to signify the lower limit of quantization of the procedure under the conditions employed. The use of the term "Less Than" of (<) does not imply that traces of analyte were present.
The term "None Detected" is used to report assay results where detection limits have been established for the method but acceptable residue levels have not been defined by t he industry or by federal law or when the method does not define detection limits.
Certificates of Analysis Covance issues for testing conducted for or on behalf of Buyer will report only those compounds requested by or for the Buyer to be tested. Covance's standard testing process may determine the presence of additional (i.e. un-requested) compounds; however, the Certificate of Analysis will not include results regarding such un-requested compounds. Upon receipt of any Certificate of Analysis, Buyer may contact Covance if it wants a complete listing, at no additional charge, of all compounds determined during testing.
- Samples. Samples submitted to Covance for routine analysis will be retained for a minimum of thirty (30) days after the report of analysis is issued. Extended storage requirements must be brought to the attention of Covance prior to or at the time of sample submission. Covance, at its discretion, may charge for such extended storage.
- Summaries. Analytical Method Summaries will be supplied to Buyer upon request. Detailed copies of in-house laboratory procedures may be reviewed by Buyer or its agent during a site visit, but may not be copied without the consent of Covance.
- Regulations. Analyses conducted by Covance on materials to be used for non-pharmaceutical purposes are in compliance with applicable regulations for Food, Dietary Supplements, and Infant Formula. Any analysis Buyer requires to be done for materials used for pharmaceutical purposes shall be subject to separate regulatory standards to be agreed by Covance and Buyer.
- Data and report maintenance. Data and Certificates of Analyses for non-pharmaceutical material analysis will be maintained by Covance for a minimum of five (5) years. Data and reports for pharmaceutical-use materials must be agreed by Covance and Buyer regarding maintenance either in Covance's archives or transferred to Buyer to be retained for compliance with the regulations.
- Confidentiality. Reports are submitted to Buyer on a confidential basis. No reference to the work, the results, or Covance, in any form of advertising, news release, or other public announcements may be made without prior written consent of Covance. Buyer representatives granted access to Covance's facilities for a laboratory visit may have access to Covance confidential and proprietary information. All such Covance confidential and proprietary information obtained or observed by Buyer during such visits shall remain the sole property of Covance and Buyer agrees to keep such information confidential and shall not use or disclose it to any third party without Covance's prior written consent.
- Remedies. In the event of a material error by Covance (i) in the performance of analysis which renders the Certificate of Analysis invalid or (ii) in the performance of any consulting services, Covance's sole obligation to Buyer shall be for Covance, at its option, to either (a) repeat the analysis or consulting services at Covance's own cost, or (b) refund or credit to Buyer the invoiced amount. In no event shall Covance's liability in connection with any sale hereunder exceed the contract price paid for the service in issue. Covance's liability, regardless of the form of action, shall not exceed the foregoing limitation of liability. IN NO EVENT WILL BUYER BE ENTITLED TO, NOR SHALL COVANCE BE RESPONSIBLE FOR, ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL LOSSES OR DAMAGE ARISING IN CONNECTION WITH COVANCE'S DEFAULT OR BREACH OF ITS PERFORMANCE OBLIGATIONS.
- Indemnification. Buyer shall indemnify Covance from any loss, cost, damage or expense (including reasonable attorneys' fees) from any lawsuit, action, claim, demand or proceeding arising from or associated with, directly or indirectly, Covance's execution and/or performance of its services hereunder.
- Force Majeure. Either Covance or Buyer shall be excused from performance hereunder if its performance is delayed or prevented by any event beyond the reasonable control of such party (except for Buyer's liability to pay for services).
Updated December, 2011 |
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