Terms and Conditions

New Client Profile

An authorized representative of the client with signatory authority to bind the client to the New Client Profile form and Service Terms and Conditions must complete and sign the form prior to submitting samples. By executing the New Client Profile form, the client authorizes SanAir to investigate the information provided on the New Client Profile form or any subsequent documents and financial guarantees requested.

Sample Turnaround Times (“TAT”)

SanAir provides TATs that range from three hours to two weeks, with 48 hours being the standard for most analysis types. TATs may vary for samples requiring difficult matrices or other circumstances outside SanAir’s control. TATs for samples received after 3 p.m. will begin at 9 a.m. the next business day unless marked as a 3-hour TAT. Weekends and holidays do not count toward when sample TATs elapse. Work performed on weekends and holidays must be pre-arranged and will incur a surcharge.

Sample Submission and Documentation

A completed, signed chain of custody form (in such form provided or agreeable to SanAir in SanAir’s sole discretion) must accompany all samples. Amendments to samples already received by SanAir must be submitted in writing, either via email or fax, before changes will be made. Adjustments to TATs and/or analysis types may result in a change in cost. In the event a job is canceled by a client, SanAir will complete work in progress and invoice for work completed to the point of the cancellation notice. All rescheduled or canceled work will be subject to an administrative fee to include shipping charges. SanAir may make administrative, typographical, or clerical corrections to our reports (including any exhibits or schedules) without the necessity of a written notice or the consent of our client, provided that such corrections do not change the substantive results or alter the intended meaning of the document as originally executed.

Shipping and Receiving

SanAir may provide clients access to shipping services for samples submitted within the continental United States. It is incumbent upon any client taking advantage of this service to ensure it is using SanAir’s preferred provider at that time by printing a label on the intended ship date from the Shipping section of the sanair.com website. Packages received using a provider with whom SanAir no longer has a preferred relationship will be subject to a surcharge. Clients are always welcome to provide their own shipping using any method they choose. SanAir has a zero-tolerance policy for using copied shipping labels. Use by a client of copied shipping labels will result in a minimum $150 charge for the first instance. Subsequent infractions will result in the revocation of shipping privileges.

Clients wishing to ship samples from locations outside of the United States must obtain their own shipping method and pre-pay the customs/import duties. Failure to pay customs/import duties may result in delivery of your shipment being refused by the lab. If the lab accepts delivery of your shipment, the client agrees to pay any customs/import duties due either to the carrier or SanAir within seven days from the date of invoice of such customs/import duties.

Regardless of delivery method, the client remains responsible for and shall have all risk of loss for the goods in transit to SanAir’s location. Prior to sample delivery acceptance, the entire risk of loss or damage to samples remains with the Client. In no event will SanAir have any responsibility or liability for the action or inaction of any carrier shipping or delivering any sample to or from SanAir’s premises. Clients will use an appropriate size box or package; unnecessarily large packaging or superfluous sample material may incur a surcharge. Clients are responsible for ensuring that any sample containing any hazardous substance that is to be delivered to SanAir’s premises will be packaged, labeled, transported, and delivered properly and in accordance with applicable laws. Generally, SanAir’s hours of operation are Monday through Friday, 9 a.m. to 5 p.m. Please contact your SanAir representative to discuss deliveries outside of these times to determine additional fees/surcharges to be applied.

Sample Retention/Return

SanAir retains samples after testing only as required by regulation, with destruction or disposal occurring immediately after unless negotiated prior to processing. Samples will be returned only upon client request, and only after the client has prepaid a freight and administrative fee as determined by SanAir in its sole discretion. Arrangements must be made prior to the samples being processed. Clients must be aware that some samples, due to the nature of the sample (air, for example) or the test method (such as those requiring combustion of the entire sample), may preclude us from returning a sample. SanAir is not liable in any way for any failure to return any samples to client.

Sample Adequacy

The significance of any data is subject to the adequacy and representative character of the samples tendered for testing. SanAir warrants that all tests are performed in accordance with established laboratory procedures and standards. SanAir makes no other warranties of any kind, express or implied.

The client must ensure, and hereby warrants, that no sample poses any danger, including on its site, during transportation, in the laboratory or otherwise to SanAir premises, instruments, personnel or representatives. It is the client’s responsibility to insure compliance with hazardous waste regulations, including regarding information, transportation and disposal and to inform SanAir personnel or representatives about sample health and safety concerns, including any known or suspected toxic or other contaminant that may be present in the sample and its likely level of contamination, as well as the risks to SanAir premises, instruments, personnel and representatives related to the contamination.

The client shall be responsible for, and indemnifies SanAir against, all costs, damages, losses, liabilities, claims, and injuries that may be caused to or incurred by SanAir or its personnel or representatives (including, but not limited to, on the sampling site, during the transportation of client’s sample(s). or in the laboratory) arising out of or related to the client’s sample or sampling site conditions. The customer shall bear all extraordinary costs for adequate disposal of hazardous waste resulting from the sample, whether or not described as hazardous waste. Within two (2) days of SanAir’s request, the client must provide SanAir with the exact composition of the samples.

Report Disclaimer

All reports, letters and protocols issued by SanAir are for the exclusive use of the client/customer to whom they are addressed and for such other parties as client/customer shall disclose in writing to SanAir. Reports may be distributed without permission if issued in their entirety. No quotations from reports or use of the corporate name is permitted except as expressly authorized by SanAir in writing.

The significance of any data is subject to the adequacy and representative character of the samples submitted for testing. SanAir warrants that all tests are performed in accordance with established laboratory procedures and standards.

SanAir makes no other warranties of any kind, expressed or implied. SanAir expressly states that it makes no representation or warranty regarding the adequacy of the samples submitted for testing for any specific use or application, that determination being the sole responsibility of the client. FURTHERMORE, SANAIR SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Liability for any loss or damage resulting from SanAir’s actions or failure to act shall be limited to and shall not exceed the cost of the test performed.

Moreover, SanAir shall not be liable for any incidental, indirect, special, or consequential damages. A client must also understand that if SanAir is requested to give preliminary results of any kind that only the final report after it has been reviewed and approved by SanAir’s quality assurance process is considered valid.

Equipment Rental

SanAir provides equipment for rental for certain fields of testing. A restocking fee, as outlined in the Equipment Rental agreement, for equipment that is unused or returned past its hold date will apply. For additional terms, please see the Equipment Rental agreement.

Payments

Client work is invoiced upon completion. Clients are responsible for adhering to the terms established during client setup. SanAir processes credit cards on or about the 1st and 15th of each month. Account balances are charged in full at those times. Supply orders are an exception as they are processed at the time of order. All invoices are transmitted to the client’s designated billing contact via email. Clients are solely responsible for ensuring that their credit cards, billing contacts and contact information are up-to-date. Any dispute about invoices must be raised within 30 days of the invoice date. The challenge of an analytical or other testing result will not entitle a customer to defer payment.

Clients whose accounts become delinquent will be placed on credit hold. All account balances must be paid, including applicable finance charges, prior to work being released to the laboratory for analysis. TATs will begin counting down when the account balance is paid in full.

Interest will be charged on all past-due balances at a rate of 1.5% of such past-due balances per month. SanAir retains the right to withdraw special pricing agreements on delinquent accounts at our discretion.

Unless specifically accepted in writing and signed by an officer of SanAir, any terms proposed or submitted by a client at any time (including, but not limited to, terms or provisions in the client’s purchase order, instructions or other document) that differ from these Terms and Conditions are rejected as a material alteration of these Terms and Conditions and shall be of no force or effect.

Each chain of custody is considered a separate purchase order. Special terms or conditions of prior orders, including special pricing, will not automatically apply to subsequent orders. Each order accepted by SanAir will be treated as a separate contract between SanAir and the customer. A request for additional services on samples that have entered the laboratory will be treated as a new order and may postpone estimated delivery times accordingly

Collections

In the event that SanAir elects to retain legal counsel to collect any past due amounts, it may do so without client notice, and the client shall pay reasonable attorney’s fees plus all other legal and other expenses SanAir incurs in its enforcement or collections efforts. Client agrees that Richmond, Chesterfield, or Powhatan, Virginia shall be proper venues for any action to collect money owed to SanAir by the client. The Courts of the Commonwealth of Virginia have jurisdiction.

Statement of Confidentiality

SanAir is aware of the importance of the confidentiality of results to many of our clients. Your name and data will be held in the strictest of confidence.  All research, results and reports will be kept strictly confidential. Results will be provided only to the addressee specified on the chain of custody form submitted with the samples unless the law requires release. Written permission is required from the addressee to release results to any other party and SanAir is not liable for any damages client incurs as a result of the release of results to any other party if such written permission is granted.

Limits of Liability

SanAir expressly states that it makes no representation or warranty regarding the adequacy of the samples tendered for testing for any specific use or application, that determination being the sole responsibility of the client. SanAir’s liability for any loss or damage (including loss of profit or lost savings) resulting from its actions or failure to act shall not exceed the cost of tests performed, and it shall not be liable for any incidental, special, indirect or consequential damages, nor shall it be liable to any third-party whether based upon theories of tort, contract or any legal or equitable theory.

Indemnity

Client shall indemnify and hold harmless SanAir and all of its agents, employees, officers, and directors from and against any and all claims, damages, losses, and expenses, included but not limited to reasonable attorney’s fees, arising out of or resulting from the performance of SanAir’s service hereunder.

Force Majeure

SanAir shall not be responsible for any failure to comply where such failure is due to force majeure, which shall include, without limitation, fires, floods, explosions, strikes, labor disputes, labor shortages, picketing, lockouts, transportation embargoes, failures or delays in transportation, pandemics, epidemics, strikes or labor disputes affecting supplies, acts of God, civil riot or insurrection, acts of any government or agency thereof, and judicial action. Specifically excluded from this definition are government and judicial actions that could have been avoided by compliance with publicly available laws, rules, and regulations of which either party has knowledge or should have reasonable knowledge.

Assignability

The rights and obligations of the client under these Terms and Conditions shall be binding upon the successors and assigns of the client, provided that such successor or assign shall acquire all or substantially all of the securities or assets and business of the client. The client must notify SanAir within 30 days regarding the transfer of the business. SanAir reserves the right to perform additional diligence on the new owners and renegotiate any pricing arrangements in place at that time.

Regulatory Responsibility

When a client requests that SanAir develop a testing protocol, SanAir may provide the client with options and alternatives for testing but does not assume the client’s responsibility for determining the suitability of testing for the client’s use and or meeting applicable regulatory requirements. By submitting samples or signing a PO or a chain of custody, the client accepts SanAir’s offer to perform testing as described herein. The client further acknowledges that it has assessed the suitability of the testing relative to its sample(s), as well as any related regulatory requirements.

Intellectual Property

All reports and letters issued by SanAir are for the exclusive use of the client to whom they are addressed. Reports or protocols may not be reproduced except in their entirety. No quotations from reports or use of the corporate name, “SanAir” is permitted except as expressly authorized by SanAir in writing. Protocols are the intellectual property of SanAir. Protocols are issued to our clients for review and input into the services that we provide. However, issuance and/or billing for a protocol does not indicate a transfer of ownership of intellectual property owned by SanAir.

Amendments to Terms and Conditions

SanAir may revise these Terms and Conditions from time to time. The most current version will always be posted on SanAir’s website at www.sanair.com. By continuing to access or use SanAir’s services after those revisions become effective, clients agree to be bound by the revised terms.

Governing Law/Jurisdiction

Should a court waive, limit or hold to be invalid, illegal or unenforceable any part of these Terms and Conditions, all other parts shall still apply to the greatest extent possible. Failure by either SanAir or the client to exercise the rights under these Terms and Conditions shall not constitute a waiver or forfeiture of such rights.

The construction, validity and performance of these Terms and Conditions shall be governed by the laws and the commercial courts of the Commonwealth of Virginia.