General Terms and Conditions
Eurofins Food Assurance US, LLC

December 2022 Update

1. Area of Application. All orders accepted by Eurofins Food Assurance US, LLC (“Eurofins”) will be governed by these General Terms & Conditions (the “Terms”), including orders placed by telephone, electronic message, electronic ordering systems, or Eurofins-approved purchase orders. A contract with these Terms comes into being with Eurofins when an order that has been placed with Eurofins is accepted by Eurofins. An order placed with Eurofins is considered accepted by Eurofins when (a) Eurofins proceeds to fulfill that order, or (b) Eurofins accepts the order in writing. All services provided by Eurofins are expressly limited to, and will only be provided on the basis of, these Terms, to the exclusion of all other terms and conditions, including any terms or conditions which customer may purport to impose, or which appear on, any web site, quotation, sales document, invoice, order confirmation, correspondence or other document or communication provided by customer, irrespective of their date of communication.
2. Entire Agreement. These Terms together with any proposal provided by Eurofins set forth the entire agreement between Eurofins and customer, and supersede all prior and contemporaneous negotiations, agreements, representations, understandings, and commitments with respect thereto. The parties agree that customer’s standard terms, conditions, and pre-printed provisions on any purchase order, acknowledgment, release or other purchasing document purporting to address the same subject matter as these Terms shall be null and void and of no force or effect, whether such terms conflict with or purport to add terms to these Terms. Eurofins hereby rejects any offer made by customer to purchase services, and objects to and rejects any additional or different terms proposed by customer with respect to the subject matter of these Terms, including, but not limited to, warranties of suitability, fitness or non-infringement, and requirements for Eurofins to indemnify customer, pay damages that are unlimited in amount or pay indirect damages of any kind (including, but not
   limited to, consequential, incidental, punitive or special damages, and damages for lost profits or revenue, loss of use, business interruption, loss of information or for the procurement of substitute services)
3. Fees.
   1. Time requirements are estimated and are based on the scope outlined in the quotation based on information provided related to requirements and complexity of the project. The time required to complete the service may need to be adjusted by Eurofins if the requirements or complexity of the project exceed the information provided.
   2. Daily rates include a minimum of 7 hours and a maximum of 9 hours.
   3. Fees exclude travel fares & accommodation which are charged at cost. Mileage is billed at IRS rate, unless otherwise stipulated.
   4. Consultant travel time in excess of 4 hours one way will be charged at $125.00 per hour up to a maximum of $750.00.
4. Cancellations or Postponements. A postponement or cancellation can be made up to 30 days prior to the service without penalty. For postponement or cancellation within 8 to 29 days of the confirmed service date a fee equal to 75% of the total service fee and any associated travel expenses will be incurred. For postponement or cancellation within 7 days or less of the confirmed service date a fee equal to 100% of the total service fee. Any associated travel expenses will be incurred regardless of timeframe.
5. Term; Termination.
   1. The initial term of this Agreement will continue in force until terminated by either party on not less than ninety (90) days prior written notice to the other party.
   2. Notwithstanding the provisions of paragraph (a) above, this Agreement may be terminated in accordance with the following provisions:
      1. Either party hereto may terminate this Agreement at any time by giving notice in writing to the other party, which notice will be effective upon delivery, should the other party file a petition under federal or state bankruptcy laws, be declared bankrupt, become insolvent, make an assignment for the benefit of creditors, go into liquidation or receivership, or be unable to pay its debts as they become due.
      2. Either party may terminate this Agreement, by giving notice in writing to the other party, in the event the other party is in material breach of this Agreement and shall have failed to cure such breach within thirty (30) days of receipt of written notice thereof from the other party; or
      3. By mutual written consent of the parties.
   3. In the event of termination or expiration of this Agreement for any reason, the parties will have the following rights and obligations
      1. Termination of this Agreement will not release Customer from the obligation to make payment of all amounts then or thereafter due and payable to Eurofins;
      2. Eurofins will have the right to immediately cease providing any or all Services; and
      3. The obligations and terms of Sections 7(c) will survive termination of this Agreement.
6. Confidentiality. Eurofins shall be responsible for the management of all information obtained or created during the performance of certification activities. Except for information that the client makes publicly available, or when agreed between Eurofins and the client (e.g. for the purpose of responding to complaints), all other information is considered proprietary information and shall be regarded as confidential. Eurofins shall inform the client, in advance, of the information it intends to place in the public domain. Eurofins shall be entitled to save and process customer’s data in any way, no matter whether such data stem from the customer directly or from a third party, and Eurofins shall use commercially reasonable efforts to keep such data confidential, in compliance with applicable law.
7. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, EUROFINS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, IN CONNECTION WITH ITS PERFORMANCE OF SERVICES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, EUROFINS SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. Indemnification.
   1. Customer agrees to indemnify, defend, and hold harmless Eurofins, its affiliates and their respective officers, directors, owners, managers, employees, agents and other representatives (“Representatives”) from and against any and all third party claims, liabilities, costs, damages, suits, actions, debts, charges and expenses (including reasonable attorneys’ fees, court costs and any amount paid in settlement) resulting from or related to the performance by Eurofins of the services outlined in Eurofins’ proposal. This indemnification liability will be reduced to the extent Eurofins’ negligence or breach contributed to or enlarged such third party claim, unless such negligence or breach has already been compensated by the award of damages to customer for Eurofins’ breach of these Terms.
   2. Eurofins shall defend, indemnify and hold harmless customer and its employees, officers, directors, shareholders, agents, representatives, successors and assigns, from and against any and all third party claims, liabilities, costs, damages, suits, actions, debts, charges and expenses (including reasonable attorneys' fees, court costs and any amounts paid in settlement) that customer shall or at any time may sustain, arising out of or in connection with a breach of these Terms by Eurofins to the extent arising out of the gross negligence or willful misconduct of Eurofins; provided, however, that Eurofins shall not be liable for any damages, losses, costs or expenses to the extent attributable to the negligence or willful misconduct of customer.
9. Exclusive Remedy for Deficient Services. In the event that any services are improperly or inadequately performed by Eurofins, customer’s sole remedy, and Eurofins’ sole obligation, with respect to such deficient services shall be for Eurofins, at its option, to either: (i) re-perform such improper or deficient services, at no additional charge to customer, or (ii) refund all amounts paid by customer to Eurofins for such improperly or inadequately performed services. 
10. Limitations of Liability.
    1. Notwithstanding any provision of this Agreement to the contrary, in no event shall Eurofins be responsible for any indirect, consequential, incidental, punitive, non-compensatory or special damages (including, without limitation, damages for lost profits or revenue, loss of use, business interruption, loss of information, or for the procurement of substitute services) of customer or of any third party, even if it has been advised of the potential for such damages and whether such damages arise in contract, negligence, tort (including death or personal injury), under statute, in equity, at law or otherwise.
    2. Notwithstanding any provision of this Agreement to the contrary, in no event shall Eurofins be liable pursuant to this Agreement for any amount that exceeds, in the aggregate, the lesser of (i) amount of fees paid under the applicable Work Order in the 12 month period immediately preceding the date of the event giving rise to the claim or (ii) $50,000.
11. Intellectual Property Ownership.
    1. Customer hereby acknowledges and agrees that any and all inventions, discoveries, trade secrets, know-how, improvements, methods, systems, software programs, practices, procedures and processes, and proprietary materials including, but not limited to, structural and functional information and other data repository, formulations and techniques, whether or not patentable or copyrightable (“Intellectual Property”), that is owned or controlled by Eurofins as of the date hereof, or that is developed, conceived or reduced to practice outside of the performance of the proposal by Eurofins, and all modifications or improvements thereto, shall vest in, be the property of, and shall be owned solely and exclusively by, Eurofins (“Eurofins Background IP”).
    2. Customer hereby acknowledges and agrees that any and all Intellectual Property that is developed, conceived or reduced to practice during the Term by Representatives of Eurofins in the performance of the services outlined in Eurofins’ proposal, and that is (i) within the field of the Eurofins Background IP, (ii) does not rely on or incorporate customer materials or confidential information, is not part of the work product or deliverables, and shall vest in and be the sole and exclusive property of, Eurofins.
12. Affiliates. In no event shall a Party or any of its Affiliates be jointly and severally liable with one another in any respect, and a Party and its Affiliates shall not be deemed to have any obligation with respect to one another’s performance or non-performance of any obligation. For purposes of the foregoing, “Affiliate” shall mean, with respect to the party in question, any corporation or other business entity directly or indirectly controlled by, controlling, or under common control with such party. The term “control” (including, with correlative meaning, the terms “controlled by,” “controlling” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a party, whether through the ownership of voting  securities, by contract or otherwise, or such other relationship as, in fact, constitutes actual control.
13. Governing Law. The construction, validity and performance of these Terms shall be governed by the laws and the courts of the State of Delaware, which shall have exclusive jurisdiction.
14. Force Majeure. Eurofins shall not be liable for any failure to perform its obligations under these Terms caused by events or circumstances which are beyond Eurofins’ reasonable control, or which result from compliance with governmental requests, laws and regulations.
15. No Waiver. Failure by either party to exercise their rights under these Terms shall not constitute a waiver or forfeiture of such rights.

Website Consent:
All information submitted in the service request form and this document are true and correct to the best of my / our knowledge. I am / we are authorized by the company / firm to sign this application and to accept your credit terms.