HIGHGRADE LABS – STANDARD TERMS AND CONDITIONS – DATED MARCH 22, 2021
All analytical services provided by any affiliate of Highgrade Holdings, LLC, or by Daylight Labs, LLC d/b/a Highgrade Labs (“Highgrade”) are subject to the terms and conditions of this Terms & Conditions (the “Agreement”). The client (“Client”) understands and agrees that submission of an Order through Confident Cannabis or signing an Invoice or Chain of Custody (CoC) document constitutes acceptance of the terms and conditions as stated in this Agreement. To the extent that any Client Order, Invoice or Chain of Custody form 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, even if a Highgrade laboratory performs the service requested.
PRICING AND CHARGES: Prices to be charged for work performed are due at time sample is received by Highgrade. Cancellation of testing services when a Highgrade employee is in transit or on-site will incur an automatic fee of $100. Cancellation of order after sampling has begun or while sample is in transit will result in a cancellation fee of 50% of order. No refunds for cancellation of any part or all of order after samples have been delivered to laboratory.
CONFIDENTIALITY: Confidentiality is maintained by Highgrade in all interactions with Client. Each party shall protect confidential information (“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. Provided, however, to the extent required by law, Highgrade may notify the appropriate state authority of failed test results.
SAMPLE SUBMISSION: Samples and test results are managed through the Confident Cannabis online platform. Client will complete account setup within Confident Cannabis before any samples are submitted. Either the Client or a Highgrade representative is then responsible for submitting orders and Chain of Custody (CoC) documents for each sample submitted to Highgrade for testing. Additionally, Client is responsible for adding additional administrators and team members to the Confident Cannabis account. Highgrade retains all samples submitted for a period of time as defined by state and local law. At that time, the samples are destroyed in accordance with general laboratory practices and applicable state disposal guidelines.
PAYMENT TERMS: Payment is due at time sample is received by Highgrade unless Highgrade has extended credit to Client and Client’s credit card or banking information is on file with our accounting department. Upon Highgrade’s approval of Client’s credit application, the following terms apply: payment is due within thirty (30) days from the date of each invoice. If payment is not made within thirty (30) days, Client authorizes Highgrade to charge Client’s credit card on file. If payment is not received, or the credit card on file is declined, Client agrees to pay a finance fee of 1.5%, per month, of the invoice amount until the invoice is paid in full. Client agrees to pay all of Highgrade’s collection costs, including reasonable attorney fees and associated costs due to late or non-payment. Notwithstanding the foregoing, Highgrade reserves the right to refuse service for any reason, including for the reason that Client already has an account balance more than thirty (30) days past due.
RETEST ANALYSES: Retests performed at Client’s request will be charged to Client at a discounted rate to be determined by Highgrade.
TRANSPORTATION CHARGE: Pickups will be charged an extra transportation charge at a rate of $2 per mile, calculated as the distance from the pickup location to the nearest Highgrade testing facility.
HAZARDOUS SUBSTANCES AND PATHOGENS: Any package containing a sample that contains or is suspected of containing a pathogen or hazardous substance must be clearly identified as such and communicated to Highgrade prior to shipping. Highgrade 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 or not described as hazardous waste.
LITIGATION: If Client Information is subpoenaed in response to any court of law or regulatory body having jurisdiction, Highgrade 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 Highgrade 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: Highgrade and Client agree that Highgrade 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: Highgrade warrants that all services will be performed in a timely manner by competent personnel and will comply with all laws and regulations applicable to cannabis testing facilities. Highgrade makes no warranty as to the results to be obtained by Client from the use of any services or information provided by Highgrade under the terms and conditions as stated herein and Highgrade gives no warranty, express or implied, or of fitness for a particular purpose or merchantability in connection with its analytical testing, sampling, or reporting.
RESTRICTIONS ON USES OF LABORATORY RESULTS AND MARKETING CLAIMS: No laboratory results from Highgrade may be used by client for any marketing or labeling purpose, or for mass public dissemination of any kind, or be placed on any website or social media, or used in any advertisement, press release, or other publicity vehicle, without the express written consent of Highgrade. Permission is granted to client to share laboratory results data on a one-on-one basis in response to direct queries from customers or members of the media. However, no mass distribution of results data is allowed. When sharing such data, client is required to include the batch number of the product that was tested by Highgrade. Client is strictly prohibited from misleading customers or members of the press by implying that tests conducted on one production batch confer analysis results that apply to all other batches. Additionally, Highgrade analysis data does not construe—and may not be cited as—any form of “approval” or “certification” or “accreditation” or “validation” of the safety, purity or composition of the products tested. Highgrade analysis is not an accreditation program. Laboratory results do not constitute “approval” of your products in any way. Client may not describe products tested by Highgrade as being approved, certified, accredited, validated or similar terms.
LIABILITY: Client agrees to indemnify Highgrade from any loss, damage, cost or expense (including reasonable attorneys’ fees), arising from any claim, demand, assessment, action, suit or proceeding occurring as a result of the negligence, gross negligence or intentional misconduct of Client (including any employees, agents and/or subcontractors). Client further agrees to indemnify Highgrade 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.
Highgrade shall not be 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 Highgrade is advised of the possibility of such loss, claims or damages. Client agrees that Highgrade’s liability hereunder for damages, regardless of the form of action, shall not exceed the total of all charges paid by Client to Highgrade for the services rendered.
GOVERNING LAWS and JURISDICTION: Any dispute arising from the relationship between Client and Highgrade 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 Oklahoma County, 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.
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 or 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, civil commotions, 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 or not 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.
SUCCESSORS & ASSIGNS: This Agreement will inure to the benefit of, and be binding on, the successors and assigns of Highgrade and Client.
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 particular sections to which they refer.
These Terms and Conditions are subject to change at any time without notice. Any order placed after the Terms and Conditions have changed will be subject to the new Terms and Conditions. Current Terms and Conditions are available at www.highgradelabs.com/terms or by request to Highgrade at firstname.lastname@example.org.