STANDARD TERMS & CONDITIONS

Agreement and Modification:  

These standard terms and conditions (referred to as the “Terms and Conditions”) alongside the quote letter, proposal, or analogous document (termed the “Quote Letter,” collectively forming the “Agreement”) submitted by BIOCOM INC.,, Inc. constitute the entire agreement between the parties involved. This Agreement supersedes all prior verbal or written communications, representations, or agreements between the parties unless mutually agreed upon in writing. BIOCOM INC., reserves the right to amend these Terms and Conditions at any time by posting an updated version at: www.biocomlabs.com, without prior notice. It is incumbent upon you to periodically review for any alterations we may make to the Terms and Conditions. Your continued submission of samples to BIOCOM INC.,following the posting of changes to these Terms and Conditions implies your acceptance of said changes. BIOCOM INC.,expressly rejects any additional, inconsistent, or conflicting terms, whether presented in print or otherwise, in any purchase order or other communications from the client (“Client”) to BIOCOM INC.,. The invalidity or unenforceability of any provision herein shall not affect the validity or enforceability of the remainder of the Agreement. No waiver by BIOCOM INC.,of any provision herein or of any breach by or obligation of Client hereunder shall constitute a waiver of such provision or breach on any other occasion or of any other breach by or obligation of Client. In case of any conflict between a provision of the Quote Letter and the Terms and Conditions, the provision in the Quote Letter shall prevail. The parties acknowledge that the utilization of standard business forms, including, but not limited to, purchase orders from the Client, is solely for convenience, and none of the provisions contained therein shall apply or modify this Agreement.

Quotations: 

BIOCOM INC.,provides quotations for analysis based on information provided by the Client in good faith. Unless otherwise specified in writing, BIOCOM INC.,assumes that: (a) samples are reasonably homogenous and do not require extensive sample preparation beyond the analytical method's scope; (b) samples do not present undisclosed safety hazards; (c) samples will be delivered to the laboratory or made accessible for pick up within any applicable holding times; and (d) levels of contaminants, whether target analytes or not, in the sample do not pose abnormal technical challenges. BIOCOM INC.,reserves the right to bill for unforeseen work not anticipated at the time of quotation and for shipping fees and/or shipping supplies. Additionally, if the prices quoted to the Client by BIOCOM are based on a guaranteed volume of samples from the Client over a specific period and the Client fails to meet this guaranteed volume, then BIOCOM INC.,reserves the right to bill the Client for any price difference based on actual volumes. This right may be exercised, at BIOCOM INC.,discretion, once it determines that the guaranteed volume has not or will not be met, by either (i) charging the prices that would have been charged without the volume discount for ongoing work, and/or (ii) retroactively billing the Client for the difference between the prices based on the promised volumes and the prices based on actual volumes.

Scope of Services; Payment Schedule: 

BIOCOM INC.,agrees to perform the services as outlined in the Quote Letter (the “Services”). This Agreement extends to any modifications or future work undertaken by BIOCOM INC.,for the Client. BIOCOM INC.,reserves the right to subcontract all or any portion of the Services to be performed under this Agreement. Payment in full is due within thirty (30) days from the date of each invoice, unless otherwise agreed upon in writing by authorized agents of both parties. Overdue payments are subject to an interest charge of one and one-half percent (1 ½ %) per month or a portion thereof, and/or a late fee. In the event of overdue accounts, BIOCOM INC.,reserves the right to immediately suspend or cease any or all work, withhold testing results, and/or refuse to accept additional work, indefinitely or until the overdue balance is settled in full. BIOCOM INC.,also reserves the right to refer the account, in whole or in part, to a collection agency, attorney, or other legal entity. Should the Client’s account be assigned to a collection agency, attorney, or other legal entity, the Client shall indemnify BIOCOM INC.,for all collection costs, attorney costs, and court costs associated with the collection of outstanding invoices. Prices, unless otherwise stated, do not include any sales, use, or other taxes, which will be added to invoice prices when applicable. BIOCOM reserves the right to demand payment in full before releasing data. BIOCOM INC.,reserves the right at any time and from time to time to increase its pricing for the Services. Such price adjustments will be communicated to the Client at least 15 days before the effective date of the increase.

Additional Fees: 

BIOCOM may impose charges on the Client for various services, including (but not limited to): (i) customization of reports, (ii) tailored EDDs, (iii) special paperwork or report requests, (iv) assistance with data entry for reporting purposes, (v) sample handling and disposal fees, (vi) fuel surcharges, (vii) data pulls, (viii) hardcopy of reports, (ix) cancellation fees if work is terminated after commencement, (x) supplies and/or test kits, (xi) field services, including short notice schedule requests or cancellations, rentals, or required waiting times, (xii) creating bottle orders, (xiii) non-core business hour surcharges, (xiv) client-specific rental charges, (xv) minimum invoice fees, (xvi) credit card fees (not exceeding the amount charged to BIOCOM by the applicable credit card company), or similar items or other special requests.

Client’s Responsibilities: 

For field work, unless expressly waived in the Quote Letter, the Client shall: (a) provide BIOCOM INC.,access to all sites, areas, and spaces necessary for the Services; (b) supply ladders, scaffolding, lifts, or other equipment required for BIOCOM INC.,to access areas and spaces above ceilings, exterior building components, crawl spaces, and other difficult-to-access areas and spaces; (c) furnish BIOCOM with scaled architectural drawings of individual buildings, facility grounds, or any other areas necessary to complete the Services before project commencement; (d) report to BIOCOM any condition at the site that may endanger BIOCOM INC.,employees while conducting the Services; and (e) identify, in writing, any special safety, health, and environmental procedures or requirements that must be followed onsite or in specific areas onsite.

Delivery of Samples: 

The risk of loss or damage to a sample during shipment lies with the Client. BIOCOM will notify the Client of any missing samples or samples received in damaged, contaminated, or improperly preserved condition. BIOCOM INC.,reserves the right to refuse acceptance or rescind acceptance of any sample deemed likely to pose an unreasonable risk in handling and/or analysis, at BIOCOM 's discretion. The Client warrants that any sample containing hazardous substances to be delivered to BIOCOM INC.,complies with all applicable federal, state, and local laws, ordinances, regulations, rules, and requirements regarding labeling, packaging, manifesting, transporting, and delivering such samples to BIOCOM INC.,. Unless otherwise agreed in writing, the Client is responsible for all disposal costs associated with samples containing hazardous substances and shall reimburse BIOCOM INC.,within thirty (30) days of invoice for such costs.

Record Retention:

BIOCOM INC.,will retain analytical data and financial data related to the Services as required by applicable law, regulation, and/or internal standard operating procedures. BIOCOM INC.,agrees to provide Reports (as defined below) solely for Client’s use for the purposes disclosed to BIOCOM INC.,at the time of contracting. 

Ownership and Use of Reports and Other Deliverables of BIOCOM: 

In the execution of the Services, BIOCOM INC.,may generate reports, compilations, analyses, data, and other documentation and information (collectively referred to as “Reports”). Reports furnished by BIOCOM INC.,to the Client are intended solely for the Client’s use. Should the Client disseminate a Report to a third party as part of its usage, the Client must ensure that (a) only accurate, complete, unaltered copies of the Report are distributed; and (b) the Client indemnifies, defends, and holds BIOCOM INC.,harmless from any and all claims, expenses, costs (including attorneys’ fees), liability, loss, or damage arising from or related to such dissemination.

Project Delays and Modifications: 

BIOCOM INC.,shall not be held accountable for delays or failure to execute the Services due to circumstances beyond its reasonable control. These circumstances include, but are not limited to, acts of nature, fire, flood, war, sabotage, accidents, labor disputes, shortages, government actions including regulatory requirements, altered conditions, or delays resulting from actions or inactions of the Client or third parties, site inaccessibility, or unavailability of material, labor, equipment, or transportation.

Confidentiality: Unless mandated by law, regulation, or court order, BIOCOM INC.,shall refrain from disclosing to any third party the substance of any site condition, report, test, or recommendation provided to the Client in connection with the Services. BIOCOM INC.,shall treat all maps, data, reports, and other proprietary information pertaining to the Services and received from the Client as confidential, provided that such proprietary information is clearly identified in writing by the Client as confidential. Similarly, the Client shall consider as confidential all information and data furnished by BIOCOM INC.,related to BIOCOM INC.,technologies, processes, procedures, methods, trade secrets, ideas, improvements, inventions, and/or computer programs designated as confidential by BIOCOM INC.,in writing at the time of transmission. The Client shall not disclose such information to any third party. However, disclosure or use of confidential information may occur if: (a) the receiving party already possessed the information before receiving it from the disclosing party; (b) the information was public knowledge prior to or following its receipt from the disclosing party; (c) the information was obtained in good faith from a third party without any obligation to the disclosing party; (d) the disclosing party provides written consent for disclosure; or (e) five (5) years have elapsed since the completion of the Services.

Legal Proceedings: 

All expenses incurred by BIOCOM INC.,in fulfilling any subpoena or official request for documents, testimony, or other purposes related to the Services provided by BIOCOM INC.,under this agreement shall be borne by the Client. If BIOCOM directly covers such costs, the Client must promptly reimburse BIOCOM INC.,. These costs include, but are not limited to, hourly charges for personnel involved in responding to subpoenas, travel and accommodation expenses, mileage, attorneys’ fees for responding to subpoenas, and other reasonable expenditures.

Standard of Care and Warranty of Services: 

BIOCOM INC.,guarantees that it will carry out the Services in accordance with prevailing industry standards of industrial hygiene, safety, health, environmental, and other applicable professional practices at the time and in the location where the Services are rendered. WITH THE EXCEPTION OF THE FOREGOING GUARANTEE, BIOCOM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDING ITS FINDINGS, RECOMMENDATIONS, PLANS, SPECIFICATIONS, DRAWINGS, PROFESSIONAL JUDGMENT OR ADVICE, OR ANY OTHER SERVICES RENDERED BY BIOCOM TO THE CLIENT.

Limitations of Liability: 

BIOCOM INC.,total aggregate liability under this Agreement is limited to the amount actually paid by the Client for BIOCOM INC.,to perform the Services. Under no circumstances shall BIOCOM INC.,be liable for indirect, special, consequential, or incidental damages, including, but not limited to, damages for loss of profit or goodwill. The Client acknowledges and agrees that BIOCOM bears no liability for the purposes for which the Client utilizes the results provided by BIOCOM INC.,.

Termination: 

Either party may terminate this Agreement if the other party breaches its obligations herein. The terminating party must provide the breaching party with thirty (30) days’ written notice of the breach. If the breach remains uncured within the specified thirty (30) day period, the non-breaching party may terminate the Agreement. Additionally, BIOCOM INC.,may terminate this Agreement if unforeseen conditions or hazards arise that materially differ from the expected conditions, rendering BIOCOM INC.,performance impracticable. In the event of termination, BIOCOM INC.,shall be compensated for all completed work up to the termination date.

Non-Solicitation Provisions: 

Due to the collaborative nature of Services under this Agreement, the Client and BIOCOM INC.,recognize that employees from both parties will forge professional relationships. To ensure continuity of employment relationships, the Client agrees not to directly or indirectly solicit, divert, hire, or employ any BIOCOM INC.,employee during or within one year after the Services are performed. A violation of this provision constitutes a material breach, resulting in damages payable by the Client to BIOCOM INC.,equal to the annual salary or prorated equivalent compensation paid by BIOCOM INC.,to the employee in question.

Choice of Law; Venue: 

This Agreement is governed by the laws of New York State, without regard to its conflict of laws principles. Each party consents to the jurisdiction of such courts in any legal action and waives any objection to venue in such courts.

Assignment: 

The Client may not assign or transfer this Agreement to any third party without BIOCOM INC.,prior written consent, which may be withheld at BIOCOM  INC.,sole discretion. Any unauthorized assignment or transfer shall be null and void. This Agreement is binding upon the Client and its permitted successors and assigns. 

No Third-Party Claims: 

The Services and Reports provided by BIOCOM INC.,are solely for the benefit of the Client, and BIOCOM INC.,bears no liability for any third-party claims. No individual or entity other than the Client is intended to be a third-party beneficiary of this Agreement.