All analytical services provided by Integrity Testing Laboratories are subject to the terms and conditions of this Analytical Services Standard Terms & Conditions (the “Agreement”). Our client (“Client”) understands and agrees that submission of a Chain of Custody (“COC”) or Purchase Order, to Integrity Testing Laboratories constitutes acceptance of the terms and conditions as stated in this Agreement. To the extent that any Client order contains any terms or conditions that vary from the terms of this Agreement, all such additional or varying terms and conditions shall be of no force or effect and shall not be part of this Agreement if Integrity Testing Laboratories performs the service requested.
ACKNOWLEDGEMENT OF ILLEGALITY: Integrity Testing Laboratories expressly acknowledges that our testing services of “Medical Marijuana” are contrary to the Federal Controlled Substances Act, and for these reasons our testing of these specific “Medical Marijuana” materials must remain strictly within the State of Oklahoma and are governed by the Regulations created under OAC 310:681 Subchapter 8 in the Oklahoma Administrative Code.
APPLICABLE LAW: The Oklahoma Medical Marijuana Authority has been given rulemaking authority for Medical Marijuana Testing Laboratories, and the rules defining the scope of this authority can be found in Title 310, Chapter 681 of the Oklahoma Administrative Code. Integrity Testing Laboratories is monitoring this rule making process and intends to comply with all regulations and statutes.
INDEPENDENT CONSIDERATION: Confidentiality is maintained by Integrity Testing Laboratories in all interactions with Client. Each party shall protect confidential information of the other party, using the same degree of care, but no less than a reasonable degree of care, as such party uses to protect its own confidential information. Each party shall disclose the other's Information only to its employees or contractors who have a need to know and are bound by obligations of confidentiality.
SAMPLE SUBMISSION: Samples should be submitted to Integrity Testing Laboratories with the correct State of Oklahoma, DOT or other shipping Manifest, a signed Chain of Custody Form (COC) and shipped/transported to Integrity Testing Laboratories in accordance with the instructions on the Manifest and COC. Unless determined to be “Hot Samples” (see next section), Samples for testing will be held as required by state law from the date of the final report, except (1) where samples have been used for testing and fully consumed; (2) where samples are returned early at the request of Client; (3) where storage for the stated amount of time will compromise the integrity of the sample, or (4) where circumstances exist that prevent samples from being held for the stated amount of time. Client shall reimburse Integrity Testing Laboratories for the cost of returning samples.
“HOT SAMPLES”: State and federal law dictates that any hemp plant with more than 0.3 percent d9-THC, the psychoactive component, is considered marijuana, not hemp, and is therefore illegal without the licenses required to grow medical or recreational marijuana. Testing THC levels to determine if the sample is definitively considered Hemp (under the law) and not Marijuana is part of our service offering. Oklahoma Law further defines regulated “Low THC Cannabis” to be under 0.8% d9-THC and above 10% CBD. Any Hemp sample not submitted by a properly licensed producer that is determined by our lab to be above 1 percent d9-THC will be reported to law enforcement, to the client and then immediately destroyed, with the destruction documented and photographed per our procedure.
Any Non-plant sample not submitted by a properly licensed producer such as tinctures, extracts and distillates that are determined by our lab to be above 0.8 percent d9-THC, will be reported to the client and then immediately destroyed, with the destruction documented and photographed per our procedure. Sample destruction and disposal SOP follows the guidelines issued by the OMMA.
PAYMENT TERMS: Payment in full will be made via monetary instrument at the time of issuance of the COC and Client Invoice by Integrity Testing Laboratories. Payments made more than 30 days beyond the time of issuance of the COC, will be subject to a 7% per week late fee.
RETEST ANALYSES: Retests performed at Client’s request may be charged to Client if the retest confirms the original result. If the retest results are significantly different (outside of the reported and accepted tolerances) from the original result, Client will not be charged for the retest.
BILLING: There will be no billing, as payment in full is made prior to the commencement of Analytical Services. Invoices will be issued upon receipt of Client Purchase Order.
HAZARDOUS SUBSTANCES AND PATHOGENS: Any package containing a sample that contains or suspected of containing a pathogen or hazardous substance must be clearly identified as such and communicated to Integrity Testing Laboratories prior to shipping. Integrity Testing Laboratories reserves the right to refuse any shipment or sample that may pose a risk to its employees. Client shall bear all extraordinary costs for adequate disposal of hazardous waste resulting from the sample(s) submitted, whether described as hazardous waste.
LITIGATION: If Client Information is subpoenaed in response to any court of law or regulatory body having jurisdiction, Integrity Testing Laboratories will make best efforts to notify Client in advance of such subpoena deadline and allow Client to take appropriate steps to protect its information. All costs associated with litigation or dispute, including copying and submission of all documents subpoenaed, for oral or written testimony or preparation of same, or for any other purpose related to work provided by Integrity Testing Laboratories in connection with the analyses/reports performed/completed for the Client, shall be paid by Client. Such costs include, but are not limited to, hourly charges, travel, accommodations, mileage, counsel, and all other expenses associated with said litigation or dispute.
RELATIONSHIP OF THE PARTIES: Integrity Testing Laboratories and Client agree that Integrity Testing Laboratories is an independent contractor to Client and will not act as Client’s employee, agent, representative or sponsor under the terms and conditions stated herein.
WARRANTY: Integrity Testing Laboratories warrants that all services will be performed in a timely manner by competent personnel. Integrity Testing Laboratories makes no warranty as to the results to be obtained by Client from the use of any services or information provided by Integrity Testing Laboratories under the terms and conditions as stated herein and there are no expressed nor implied warranties of merchantability and fitness for a particular purpose.
LIABILITY: Client agrees to indemnify Integrity Testing Laboratories for any loss, damage, cost, or expense (including reasonable attorneys’ fees), arising from any claim, demand, assessment, action, suit or proceeding occurring because of the negligence, gross negligence, or intentional misconduct of Client (including any employees, agents and/or subcontractors). Client further agrees to indemnify Integrity Testing Laboratories against all liability, debts, actions, charges, or claims arising out of Client’s obligations under this Agreement or Client’s failure to comply with any statute, regulation, ordinance, or other legal authority. Integrity Testing Laboratories is not liable, by reason of its performance under this Agreement, for any loss of profits, claims against Client by any third party or any consequential damages even if Integrity Testing Laboratories is advised of the possibility of such loss, claims or damages. Client agrees that Integrity Testing Laboratories’ liability hereunder for damages, regardless of the form of action, shall not exceed the total of all charges paid by Client to Integrity Testing Laboratories for the services rendered.
GOVERNING LAWS and JURISDICTION: Any dispute arising from the relationship between Client and Integrity Testing Laboratories shall be governed and determined by Oklahoma law. Any dispute that arises (whether in contract, tort, or both) shall be resolved in the appropriate state or federal court having jurisdiction in the State of Oklahoma, and the parties expressly waive any right they may have otherwise have to cause any such action or proceeding to be brought or tried elsewhere.
INTELLECTUAL PROPERTY: Integrity Testing Laboratories operates under “need to know” principles within its organization to further protect its clients’ information. Integrity Testing Laboratories reserves the right to decline service to a client if the nature of the work presents a potential conflict of interest with other work either currently underway or previously completed for another party. Integrity Testing Laboratories operates under the principle that the outcome of its work is owned by the receiving client unless previously agreed to in writing between the parties.
FORCE MAJEURE: Neither party shall be liable for damages due to delay or failure to perform any obligation under this Agreement to the extent such delay nor failure results directly or indirectly from circumstances beyond the control of such party. Such circumstances shall include, but shall not be limited to, acts of God, acts of war, pandemic, s civil commotion's, riots, strikes, lockouts, acts of the government in either its sovereign or contractual capacity, perturbation in telecommunications transmissions, inability to obtain suitable equipment or components, accident, fire, water damages, flood, earthquake, or other natural catastrophe.
WAIVERS: No waiver of a breach, failure of any condition or any right or remedy in or granted under this Agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether similar, nor will any waiver constitute a continuing waiver unless the writing so specifies.
SEVERABILITY: Any provision of this Agreement that in any way contravenes the law of any state or country in which this Agreement is effective will, in that state or country, to the extent the law is contravened, be considered separable and inapplicable and will not affect any other provision or provisions of this Agreement.
ENTIRE AGREEMENT: This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties and supersede all prior and contemporaneous understandings or agreements of the parties. No party is relying on any representation or warranty outside those expressly set forth in this Agreement.
PARAGRAPH HEADINGS: All paragraph headings are for convenience only and shall not be construed as a limitation of the scope of the sections to which they refer.