CONTACT US

480.496.5000

Contact Us For A Quote
CMC Laboratories Standard Terms of Service


1.         Scope of Services.  Subject to the terms set forth on the face hereof and those contained herein (collectively "this Agreement"), CMC shall provide those services that CMC has agreed in writing to provide under this Agreement ("the Services").  Any other services provided by CMC in connection with this Agreement shall constitute "Additional Services".  Any Additional Services are subject to CMC's written approval of the changes in the scope of work and any adjustment in pricing and terms.  Unless otherwise agreed in writing by CMC, Customer shall pay for any Additional Services at CMC's standard hourly rates, and fees for Additional Services shall be due and payable as incurred and invoiced. 

2.         Payment.  In the event of late payment, the failure to provide a retainer or other breach of this Agreement by Customer, CMC reserves the right to (i) stop work; and/or (ii) apply any existing retainer and condition the performance of further services on obtaining payment in full of any unpaid balance and an additional retainer; and/or (iii) terminate this Agreement; and/or (iv) pursue all other rights and remedies available under this Agreement or applicable law.  CMC reserves the right to withhold its work product pending payment in full.  Unless Customer objects in writing to any charges set forth in an invoice within 10 days of receipt of the invoice, such invoice shall be deemed accepted.  Customer shall be responsible for any sales tax, transaction privilege tax, use tax, excise tax or similar taxes, if applicable, on the work performed under this Agreement. CMC's standard payment terms are Net 30 days.

3.         Termination.  In the event that this Agreement is terminated and the Services are priced on a fixed fee basis, CMC shall be entitled to payment from Customer based on the percentage of work completed as reasonably estimated by CMC.  In the event that this Agreement is terminated and the Services are priced on an hourly basis, CMC shall be entitled to payment based on the number of hours worked at the applicable rate.  In all events CMC shall be entitled to reimbursement of reimbursable costs incurred prior to termination.  All provisions of this Agreement that expressly or by their nature continue in effect (such as warranty disclaimers, remedy limitations, confidentiality and indemnification terms) shall survive termination.

4.         Customer Cooperation and Compliance.  Customer shall fully cooperate with CMC as requested by CMC and as necessary or appropriate to facilitate the completion of the Services.  Customer shall comply with all applicable laws in connection with this Agreement.  Customer shall indemnify CMC against any liability or expenses incurred by CMC or CMC's agents or affiliates as a result of Customer's failure to comply with this Agreement or applicable laws.  The Customer Contact identified on the face hereof shall have complete authority on behalf of Customer with respect to this Agreement and the Services, including the authority to provide or obtain any necessary information and approvals, and CMC may rely on such authority.  In the event that a Customer Contact is not identified, CMC may treat any representative of the Customer that communicates with CMC with respect to this Agreement or the Services as the Customer Contact.

5.         Third-Party Services and Costs.  CMC may use subcontractors to complete the Services.  CMC shall not be responsible for acts or omissions of subcontractors and Customer hereby releases CMC from any claims related thereto.  Customer shall reimburse CMC for costs incurred in connection with the Services as provided in this Agreement.  Unless otherwise agreed by CMC in writing, subcontractor costs shall be subject to mark-up as an administrative fee. 

6.         Delays.  In the event that CMC provides an estimated completion date, CMC will use reasonable efforts to complete the Services on or prior to that date subject to Customer's compliance with this Agreement and other circumstances beyond CMC's reasonable control.  CMC is not responsible for delays or other circumstances caused by circumstances beyond CMC's reasonable control. 

7.         Limited Warranty; Disclaimer.  CMC warrants that the Services performed by its employees will be performed substantially in conformance with the standard of care observed by similarly situated companies providing services under similar conditions.  In the event of a breach of the foregoing warranty, CMC's sole obligation shall be to use commercially reasonable efforts to re-perform the Services in compliance with such warranty, if possible, or at CMC's option, refund the fees paid by Customer for the Services.  EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES AND ANY OTHER ITEMS PROVIDED UNDER THIS AGREEMENT ARE PROVIDED "AS-IS" AND CMC DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ALL WARRANTIES RELATING TO SUCH SERVICES AND ITEMS INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON‑INFRINGEMENT. 

8.         Limitation of Remedies.  CMC's liability under this Agreement shall in no event exceed the amount actually paid by Customer to CMC for the Services.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, CMC SHALL HAVE NO OTHER LIABILITY FOR ANY DAMAGES, WHETHER GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, WHETHER OR NOT FORESEEABLE.  CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT CMC IS ENTERING INTO THIS AGREEMENT IN RELIANCE ON THE DISCLAIMERS AND LIMITATIONS SET FORTH HEREIN.

9.         Choice of Law and Forum; Attorneys' Fees.  This Agreement shall be governed exclusively by its terms and by the laws of the State of Arizona without regard to the State's rules concerning choice of law.  Customer hereby consents and agrees to exclusive jurisdiction and venue in Maricopa County, Arizona, provided that CMC may pursue collection efforts for any amounts payable under this Agreement in any forum having jurisdiction.  Customer shall reimburse CMC on demand for all attorneys' fees, costs and expenses incurred by CMC (including any commissions payable to collection agencies) in seeking to collect overdue amounts payable under this Agreement (including fees, costs and interest) or otherwise seeking to enforce its rights under this Agreement.

10.        Severability.  In the event that any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect, and the provision held to be invalid or unenforceable shall be automatically amended to most closely approximate the original provision on terms that are valid and enforceable and the court or other adjudicating authority shall make such amendment accordingly.

11.        Assignment; Successors; Third-Parties.  Customer's rights and obligations under this Agreement may not be assigned or otherwise transferred without CMC's written consent and, unless otherwise expressly agreed by CMC in writing, Customer shall in all events remain responsible for the performance of its obligations hereunder notwithstanding any such assignment.  CMC's rights and obligations under this Agreement may be assigned or otherwise transferred to a successor.  This Agreement shall be binding upon assignees and other successors.  Any services and information provided by CMC are being furnished solely for Customer's benefit and only with respect to the project that is the subject of this Agreement and no third-party may rely thereon and no third-party shall be construed to be a beneficiary of this Agreement.

12.        Integration; Modification; Waiver.  This Agreement reflects the entire agreement of the parties relating to the subject matter hereof, and any prior understandings, agreements or representations related to such subject matter are hereby superseded.  This Agreement shall control over any conflicting documents and shall be the sole source of any obligations of CMC.  No provision of this Agreement shall be deemed amended or waived by CMC unless a written amendment or a form of waiver is signed by CMC.  All attachments authorized by CMC are hereby incorporated into this Agreement.  This Agreement may be executed in counterparts and delivered by any reasonable means including facsimile.

13.        Interpretation; Notices.  The terms of this Agreement constitute the written expression of the mutual agreement of the parties and shall be construed neutrally and not for or against either party.  When used in this Agreement the term "include" or "including" shall be construed as illustrative and not exhaustive.  The headings in this Agreement are inserted for convenience; the provisions of this Agreement shall control.  Periods of time established by this Agreement in days shall be calculated using calendar days and not business days unless otherwise specified.  Notices and communications given and made in connection with this Agreement may be given and made by any reasonable means including facsimile or email if reasonable in the circumstances. 

14.        Relationship; Authority.  The relationship of the parties hereunder is that of independent contractors and not principal-agent, partners, or otherwise.  Except as expressly provided under this Agreement, neither party shall have any authority to act on behalf of or bind the other party.  Only an officer of CMC shall be authorized to bind CMC.

15.        Intellectual Property.  All rights, including intellectual property rights, shall remain the property of their respective owners.  Customer hereby grants CMC sufficient rights for CMC to carry out its obligations under this Agreement and represents and warrants that it has the authority and right to make such grant.  Customer shall indemnify CMC against any liability or expenses incurred by CMC or CMC's agents or affiliates as a result of following Customer's directions regarding the Services.

16.        Confidentiality.  Each party shall use commercially reasonable efforts to maintain in confidence any confidential information provided by the other party.