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Terms and Conditions


1. ENTIRE AGREEMENT 
The terms and conditions set forth herein below  constitute the entire agreement between Quantum  Analytics Group Inc., hereinafter "Quantum",  and "Client" ( meaning the individual, partnership,  corporation, firm, association, or other person or entity  listed or designated as the "Client" on Quantum's Sales and/or Price Quotation forms(s),  Request For Analysis document, Work Authorization  document, Credit Application or any other form or  document submitted to Quantum), each  individually referred to as “Party or collectively as  “Parties”. Any and all transactions and business  conducted by and between Quantum and the  Client shall be governed by and subject to these Terms  and Conditions, and there are no promises,  representations, understandings, or warranties of any  kind except as expressly set forth herein. 


2. CONFLICT OF TERMS 
Notwithstanding any provisions herein to the contrary,  no terms or conditions in Client's purchase order,  acknowledgment form, confirmation, or any other  documents issued by Client or on behalf of Client which  conflict with or in any way differ from the condition and  terms set forth herein, or which increase Quantum’s obligations hereunder, shall be binding on  Quantum. Any conflicting terms contained in  any order or acceptance submitted by Client shall be  null and void. 


3. ACCEPTANCE 
Submitting to Quantum by the Client of  Client's purchase order, Client's sample(s), Quantum's Analysis Request Form document  completed and/or executed by the Client, Quantum's Work Authorization form document  completed and/or executed by the Client, Quantum's Credit Application, completed and/or  executed by the Client, for Client to obtain open  account with Quantum, or receipt by Client  of Quantum’s analytical report, services, or  invoiced items, whichever first occurs, shall constitute  Client's agreement and assent to the terms and  conditions set forth herein, whether additional to or  different from those contained in Client's purchase  order or any other form or document heretofore or  hereafter supplied by the Client to Quantum.  By executing acceptance of Quantum’s  Proposal, Client agrees that in all instances Quantum's Terms and Conditions shall prevail  irrespective of any terms and conditions contained in  any order, acceptance or other writings submitted by  client.  


4. QUOTATIONS  
Quotations are only valid in writing and for 30 days from  the date of the quotation unless otherwise notified. All  quotations by Quantum are subject to change  or withdrawal without prior notice to Client unless  otherwise specifically stated in the quotation. Quotations are made subject to approval by Quantum of Client's credit. Quantum shall  have no obligation to sell or deliver Products or  Services covered by Quantum’s quotation  unless and until Quantum issues an Order  Acknowledgement form (sale and delivery will be  subject to the terms of such form and this quotation) or  begins providing Services (sale and delivery will be  subject to this quotation). 


5. PRICES 
Prices are in U.S. Dollars and are subject to change  without notice. If a raw material, component or service  provider raises its prices, or imposes a surcharge on  Quantum, Quantum reserves the  right to increase prices and/or surcharge Client, and  Client agrees to accept such price increase or surcharge until the term of such price increase or surcharge or until termination of the contract to which  these terms and conditions apply is reached. Time of  payment is of the essence. All orders are accepted  subject to Quantum's price in effect at time of  shipment or delivery of services. 


6. SERVICES

  1. Client acknowledges that Quantum  performs analysis and testing services only as  specified in writing by Client. Quantum does not design, warrant, supervise  or monitor compliance of products or services  except as specifically agreed to in writing prior  to testing and analysis. Client acknowledges  that, by their very nature, analysis, testing and  other Quantum services are limited in  scope and subject to expected measurement  variability. 
    b. Samples and portions thereof not destroyed in  testing remain the property of the Client, and  are retained a maximum of thirty days, and  thereafter may be disposed of or returned to  Client, at Client’s expense. 
    c. Unless otherwise specified in writing, nothing  contained in Quantum's Reports shall  be deemed to imply or mean that Quantum conducts any quality control program  for the Client to whom the report is issued. 
    d. Quantum Reports are for the  exclusive use of the client to whom they are  addressed. Reports and the name of Quantum, or its seals or insignia, are not to be  used by or on behalf of Clients under any  circumstances for any purpose whatsoever,  including but not limited to use in advertising,  marketing and/or sales materials, publicity materials or in any other manner without the  prior written approval of Quantum. 
    e. Quantum Reports apply only to the  standards and procedures identified therein  and to the sample(s) tested. 
    f. Unless specified in a Report in writing, the  analysis and testing results are not indicative or representative of the qualities of the lot from  which the sample was taken or of apparently  identical or similar material or product. 
    g. Quantum shall retain copies of  Reports for a period of five years after which  such reports will be destroyed. 
    h. Quantum reserves the right to  subcontract samples to other laboratories. If  subcontracting is necessary, samples will be  sent only to laboratories meeting Quantum's qualification requirements. 
    i. Deformulation analysis of commercial products  is provided for informational purposes only.  Quantum strongly recommends that  Client review state and federal laws,  trademarks, copyrights and patent situations  prior to the use of such information. 
    j. Fees for services performed by the Company  include the following: preparation of the  Company's standard written reports, in one of  the Company's standard report formats of the  results and or data produced or generated from  the tests, analyses or other procedures or  services performed by the Company on  samples provided by the Client.  
    k. If requested by the Client, the Company may  provide, for an additional charge or charges to  be determined by the Company, additional  services such as extended laboratory  inspections or audits, arbitration or litigation  support, preparation of affidavits or preparation  of documentation beyond that initially ordered.  Charges for such additional services shall  ordinarily be based upon or include time  charges for the Company personnel involved  and travel expenses for such personnel.  
    l. All costs associated with compliance to any  subpoena or other official request for  documents, for testimony in a court of law, or  for any other purpose relating to work  performed by Quantum, in  connection with work performed for that client,  and shall be paid by the client. Such costs shall  include, but are not limited to, hourly charge for  persons involved in responding to subpoenas,  travel, accommodations, mileage, attorney’s  preparation of testifier and advice of counsel in  connection with response to subpoenas, and  all other expenses deemed reasonable and  associated with said litigation. 


7. PAYMENT

  1. Client agrees to pay all invoices within 15 days  of the date of issue. 
    b. In the event that payment is not received within  15 days of the invoice date, client agrees to pay  a late payment charge on the unpaid balance  equal to 1.5% per month 
    c. Prior to the physical receipt of sample(s) by  Quantum at its premises the Client  may cancel, by notice to Quantum,  
    any or all of the services ordered by the Client.  Client shall be responsible, in the event of  cancellation, only for the costs, expenses or  charges incurred by Quantum, on  Client’s behalf, prior to the date of cancellation. 
    d. In the event that Client requests or causes a  cancellation, suspension or delay in any  services ordered from Quantum after  the physical receipt of Client's samples by  Quantum , the Client shall be  responsible to pay Quantum for all  costs incurred by Quantum for work  and services started and in progress on the  Client's sample(s), including but not limited to,  any costs, expenses and commitments  incurred by Quantum in the  performance of services on Client's sample(s),  up to the date of receipt of notice of such  cancellation, suspension or delay, including a  reasonable allowance for overhead and profit. In the event that Quantum finds it  necessary to refer payment collection to an  attorney or an agent for collection of delinquent  accounts, Client shall pay all costs of collection  including all attorney's fees reasonably  incurred.  
    e. Should Client become delinquent in the  payment of any sum due hereunder, Quantum will not be obligated to continue  performance.  
    f. Non-Domestic U.S./Foreign: Payment in  advance with funds drawn off of a U.S. bank or bank acceptable to the company,  prior to release of reports and/or test  result 

8. SUSPENSION OR TERMINATION OF SERVICES

The Quantum shall be entitled to immediately and  without liability either suspend or terminate provision  of the services in the event of:  

  1. failure by the Client to comply with any of its  obligations hereunder and such failure is not  remedied within 10 days that notice of such  failure has been notified to Client; or  
    b. any suspension of payment, arrangement  with creditors, bankruptcy, insolvency,  receivership or cessation of business by  Client.
9. LIABILITY 
  1. Quantum is not an insurer or  guarantor. Quantum represents that  the Services shall be performed within the limits  mutually agreed to in, in writing as stated in  Quantum’s Proposal, and in a manner  consistent with the level of care and skill  ordinarily exercised by other providers of  similar services under similar circumstances.  No other representations or warranties,  express or implied, are included in this  agreement, or in any Report, opinion or doccument related to the Services provided  hereunder. QUANTUM  EXPRESSLY DISCLAIMS THE IMPLIED  WARRANTIES OF MERCHANTABILITY AND  FITNESS OF SAID REPORTS, DOCUMENTS  AND/OR DATA FOR A PARTICULAR  PURPOSE. 
  2. Client understands and agrees that Quantum in entering into this Contract and by  performing services hereunder does not  assume, abridge, abrogate or undertake to  discharge any duty or responsibility of Client to  any other party or parties. No one other than  Client shall have any right to rely on any  Report. Client agrees, in consideration of  Quantum undertaking to perform the  test(s) or program hereunder to protect,  defend, indemnify, save harmless, and  exonerate Quantum from any and all  claims, damages, including lost profits,  expenses, including attorney’s fees, either  direct indirect or consequential, for any and all  injuries to persons, including the personnel of  Quantum, or property arising out of  or in consequence of the performance of the  testing hereunder and/or the performance of  the materials and/or products tested  hereunder.
  3. It is agreed that if Quantum should be  found liable for any losses or damages  attributable to the services hereunder in any  respect, its liability shall in no event exceed the  amount of the fee paid by Client for such  services and the Client’s sole remedy at law or  in equity shall be the right to recover up to such  amount. Client acknowledges and agrees that  in no event will Quantum be liable for  consequential or incidental damages or  expenses, including but not limited to lost  profits.
  4. In the event that Quantum prevails in  any dispute or claim, Client agrees that Client  will pay any and all expenses, including  attorney’s fees, reasonable incurred by  Quantum in the prosecution or  defense of such claim or dispute.
  5. For the safety of Quantum’s  personnel, Client must advise Quantum if sample(s) is/are known or  suspected of containing hazardous  substances. Material Safety Data Sheets must  be provided if available.
  6. Whenever performance by either party is  delayed or prevented by war, insurrection, fire  or other casualty, strikes or embargoes,  shortages, or any other similar or dissimilar  causes, beyond the control of such party, such  delay or prevention shall be excused and the  time of performance hereunder extended for  the duration of the causative factor.
  7. If this quotation is part of an Agreement or  Contract, or made part of or subject to ,  annexed to or referenced therein , between  Quantum and Client, neither party  shall be liable in damages or have the right to  terminate such Agreement or Contract for any  delay or default in performing herein or  thereunder if such delay or default is caused by conditions beyond its control including but not  limited to acts of God, government restrictions  (including the denial or cancellation of any  export of other necessary license), wars,  insurrections and/or any other cause beyond  the reasonable control of the party whose  performance is affected (including mechanical,  electronic, or communications failure). 

10. FORCE MAJEURE  
Quantum shall not be liable for failure to  perform or delay in performance or delivery of any  Products or Services due to  

  1. fires, floods, strikes, or other labor disputes,  accidents, sabotage, terrorism, war, riots,  acts of precedence or priorities granted at the  request or for the benefit, directly or indirectly,  of any federal, state or local government or  any subdivision or agency thereof, delays in  transportation or lack of transportation  facilities, restrictions imposed by federal,  state or local laws, rules or regulations; or  
    b. any other cause beyond the control of  Quantum . In the event of the  occurrence of any of the foregoing, the time  for performance shall be extended for such  time as may be reasonably necessary to  enable Quantum to perform.  Quantum may, during any period of  shortage due to any of the above  circumstances, allocate its available supply of  Products or Services among itself and its  clients in such manner as Quantum,  in its judgment, deems fair and equitable.

If this quotation is part of an Agreement or Contract, or  made part of or subject to , annexed to or referenced  therein, between Quantum and Client, neither  party shall be liable in damages or have the right to  terminate such Agreement or Contract for any delay or  default in performing herein or thereunder if such delay  or default is caused by conditions beyond its control  including but not limited to acts of God, government  restrictions (including the denial or cancellation of any  export of other necessary license), wars, insurrections  and/or any other cause beyond the reasonable control  of the party whose performance is affected (including  mechanical, electronic, or communications failure).

 
10. EXCLUSIVE REMEDIES 
The remedies provided for herein are the client's sole  and exclusive remedies. Quantum shall not be liable for any direct, indirect, special, incidental, or  consequential damages, whether based on contract,  tort or other legal theory arising out of the use,  interpretation or in connection with the test results,  reports, data or other services provided by Quantum. 


11. INDEMNITY 
The Client expressly assumes all liability for the use of  all data, results and reports provided by Quantum. The Client shall indemnify, hold harmless  and defend Quantum from and against any  and all claims, actions, damages, demands, suits,  judgments, liabilities, expenses, payments, taxes,  duties, fines and/or all other costs arising from the use,  interpretation or in connection with Quantum's  test results, reports, data and or other services  provided by Quantum. 


12. SEPARABILITY 
The invalidity or unenforceability, in whole or in part, of  any provision, term or condition hereof shall not affect  in any way the validity and enforceability of the  remainder of such provision, term or condition or of any  other provision, term or condition. If any court finds that  a provision, term or condition is unenforceable, but that  by limiting such provision, term or condition, it would  become enforceable, then such provision term or  condition shall be deemed to be written, and  enforceable as so limited. 

13. CAPTIONS 
The Captions of the sections of these Terms and  Conditions are intended solely for convenience of  reference and shall not define, limit or affect in any way  the provisions, terms and conditions hereof or in their  interpretation. 


14. APPLICABLE LAW 
This agreement and any and all claims and disputes  hereunder or related thereto shall be construed and  governed in accordance with the laws of the State of  New Jersey. Quantum and Client agree that  the exclusive jurisdiction and venue for any and all  such claims and disputes shall be in Middlesex County,  New Jersey 


15. ASSIGNMENT 
Any attempt by the Client to assign, transfer or  delegate any of the rights, duties or obligations herein  shall render such attempted assignment or transfer null  and void. 


16. NON-WAIVER 
Quantum failure to exercise any of its rights  shall not constitute or be deemed a waiver or forfeiture  of such rights. 


17. MISCELLANEOUS  

  1. If any one or more provisions of these  General Conditions are found to be illegal or  
    unenforceable in any respect, the validity,  legality and enforceability of the remaining  provisions shall not in any way be affected or  impaired thereby.  
    b. During the course of providing the services  and for a period of one year thereafter Client  shall not directly or indirectly entice,  
    encourage or make any offer to Quantum's  employees to leave their employment with  the Quantum.  
    c. Use of the Quantum’s corporate name or  registered marks for advertising purposes is  not permitted without Quantum’s prior  written authorization