ANALYTICAL SERVICES TERMS & CONDITIONS
These Analytical Services Terms and Conditions (these “Terms and Conditions”) set forth the terms and conditions upon which Hawthorne Analytical Services (“Hawthorne”) will provide analytical testing services to its customers (each, a “Customer”). This form constitutes the entire agreement related to the performance of services specified in the applicable order form submitted by Customer requesting analytical testing of samples of its product (each, an “Order Form”) and supersedes all prior written or verbal agreements between the parties, unless specifically indicated.
Accreditation. All tests are conducted by A&L Canada Laboratories Inc. (“A&L Laboratories”), accredited by the Standards Council of Canada for specific tests as listed on www.scc.ca and by the Canadian Association of Laboratory Accreditation as listed on www.cala.ca. A&L Canada Laboratories is also licensed by Health Canada to conduct testing activities with cannabis. Scopes and confirmation of accreditation for A&L Laboratories may be viewed at the company’s website. Hawthorne is acting solely in its capacity as a contractor to Customer for the performance of services outlined in these Terms and Conditions and the applicable Order Form.
Term. These Terms and Conditions shall remain in effect upon Customer’s submission of an Order Form and shall terminate when all services have been fully performed, unless terminated earlier in a manner provided herein.
Compliance with Laws. Customer agrees to comply with all applicable rules, regulations and requirements with respect to the transportation of product samples for testing (“Samples”). If applicable, Customer warrants that it is federally licensed to conduct the activities it conducts with cannabis, including the authority to order analytical tests and dispatch cannabis samples for this purpose.
Destruction. A&L Laboratories will destroy Samples, including rejected and/or surplus Samples, after testing has been performed according to applicable law and regulatory requirements, unless Customer expressly requests, on an Order Form, the return of any remaining Sample material in writing and at Customer’s risk and expense.
Risk of Loss. Hawthorne accepts no responsibility for any loss or damage which may occur to any Samples. At all times, Customer is liable for the Sample from dispatch until delivery to A&L Laboratories. Hawthorne shall not be held responsible for any loss or destruction of Samples during transit or testing.
Confidentiality. Hawthorne and its affiliates agree to maintain confidential all data, information, and testing results relating to the Samples of the Customer (the “Information”), and shall not use the Information for its own benefit or for the benefit of any other third party.
The covenants set forth above do not apply to: (i) information which, at the time of disclosure, is in the public domain; (ii) information which, after disclosure, becomes part of the public domain by publication or otherwise, except by breach of these Terms and Conditions by Hawthorne; (iii) information which Hawthorne can establish was in its possession at the time of disclosure and was not acquired either directly or indirectly from Customer; and (iv) information which is required by law to be disclosed.
Test Reports. Analysis and interpretations are prepared with a commercially reasonable degree of care however, Hawthorne does not guarantee the accuracy of the results and if Customer wishes to rely on the results for regulatory purposes, Customer shall do so at its own risk.
Liability. EXCEPT AS EXPRESSLY PROVIDED HEREIN, HAWTHORNE MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES PROVIDED BY HAWTHORNE. SERVICES OFFERED, BUT NOT PERFORMED, BY HAWTHORNE ARE NOT WARRANTED BY HAWTHORNE.
Indemnity. The Customer agrees to indemnify and hold Hawthorne harmless from all loss, damage and expense, including any indirect, incidental, special, punitive or consequential loss, damage or expense (including any damage for lost profits or otherwise) directly or indirectly arising out of or in connection with the performance of the services or Customer’s reliance on the services and test results provided hereunder, or the performance, use of, or inability to use any service, or otherwise, whether based in contract, warranty, tort, including without limitation, negligence, or any other legal or equitable theory. Hawthorne’s total liability for any claim or action shall not exceed the cost of the services out of which such a claim or action arose.
Termination. Either party may at any time terminate an Order Form, in whole or in part, without cause, upon notice to the other party. Upon any such termination, Hawthorne shall stop all work related the Order Form and cause its suppliers and subcontractors to stop work.
Governing Law. These terms and conditions shall be governed by the laws of the province in Canada of service delivery.English Language. It is the express wish of the parties that these Terms and Conditions and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.