Terms & Conditions

Agreement

The following Account Terms and Conditions (the “Terms and Conditions”) apply to all transactions for laboratory testing, sterilization and consulting services between customer (“Customer” also referred to as “Buyer”) and Canyon Labs Holdings, LLC (“Canyon Labs”) unless otherwise specified in writing by an officer of Canyon Labs:

Agreement:
All services shall be performed on the terms and conditions set out herein and no addition or variation to these terms and conditions will have any effect unless expressly agreed in writing by Canyon Labs.
Upon Canyon Labs’ acceptance of Customer’s purchase order or signed quote, the terms and conditions set out herein shall constitute the sole agreement of the parties and no terms in the purchase order are different from, in addition to or in any way inconsistent with these Terms and Conditions shall be part of the parties’ agreement.
Customer expressly acknowledges that these Terms and Conditions govern the relationship of the parties.

In the event of a conflict between these Terms and Conditions and any Service Agreement executed between the parties, the Master Service Agreement shall prevail.

Confidentiality

Canyon Labs is responsible for management of all information obtained or created during the completion of services defined by this quote.
All information obtained shall be kept confidential unless otherwise defined in writing by the owner of the information.

This confidentiality obligation shall remain in effect for a period of three (3) years from the date of completion of the services, unless otherwise agreed in writing.

Data Protection

To the extent that any of the services provided involve the exchange of Personal Information, each party acknowledges and expressly agrees that each party is responsible for ensuring that Personal Information is collected and processed in a manner compliant with all applicable data protection laws and that is the responsibility of each party to notify the other party in advance of any transfer of Personal Information that is subject to any certain data protection regulations. Each party acknowledges that, to the extent required under any applicable data protection laws, the parties shall enter into a Data Processing Agreement that will govern the processing and transfer of any Personal Information.

Credit Terms and Payment

Any credit granted to the Customer by Canyon Labs is at the sole discretion of Canyon Labs and Canyon Labs may cancel, reduce or refuse to extend additional credit at any time, with or without cause of any kind.
The acceptance of any purchase order by Canyon Labs shall be conditioned upon approval of the Customer’s credit or payment in advance for Canyon Labs’ services.
The Customer agrees that the amount reflected in an invoice as issued by Canyon Labs shall be due and payable, unconditionally:

(a) in cash on acceptance of the Customer’s purchase order by Canyon Labs;
(b) within 30 days from the date the invoice was issued by Canyon Labs if the Customer has been approved for credit, or as otherwise agreed in writing between the Customer and Canyon Labs; or
(c) prepayment prior to commencement of work if required by Canyon Labs.

Settlement of an invoice is affected only upon receipt of cash or due by honor of a check or similar payment instrument in the full amount without deductions of any nature.
Payment for the services rendered is the obligation of the Customer issuing the purchase order or accepting the Canyon Labs quotation or formal project estimate evidenced by the Customer or its representative submitting samples to Canyon Labs for testing.
The Customer’s obligation to pay Canyon Labs is not in any way conditioned upon Customer receiving payment from any third party or on any specific result from Canyon Labs’ services.
If the Customer fails to make payment according to the agreed upon terms, Canyon Labs shall have the full right to cease all work, withhold test data and or reports, and cause all invoices to be immediately due and payable, even if such ceasing would compromise the Customer’s study and require the Customer to prepare and submit new samples.
Customer is still obligated to pay for the testing up to the date testing is ceased by Canyon Labs.
Customer agrees to pay all costs of collection, including attorney’s fees.
The Customer shall be charged a $50.00 service fee on all returned checks.
Customer shall be responsible for a service charge for overdue payments at the rate of one- and one-half percent (1.5%) per month or the highest rate of interest allowable under applicable law, whichever is lower.
Canyon Labs requires every customer to prepay 50% of the quoted testing price on all orders in excess of $5,000 prior to the initiation of any testing, or as otherwise agreed in writing between the Customer and Canyon Labs.
Canyon Labs may require all international customers to prepay 50% of the quoted testing price for all orders, regardless of value, prior to the initiation of any testing.
Canyon Labs may require new customers to prepay 50% of the quoted testing price for all orders, regardless of value, prior to the initiation of any testing.

Quotations

Unless previously withdrawn, a quotation provided by Canyon Labs is valid for thirty (30) days from date of issue.
This quotation is not to be construed as an obligation for Canyon Labs to perform services but merely an invitation to Buyer to issue an offer by purchase order subject to these terms and no contractual relationship shall arise from it until the Buyer’s order has been accepted by the Seller.
Canyon Labs shall not be bound by any condition attached to the Customer’s order or acceptance of a quotation and, unless such conditions are expressly accepted by Canyon Labs in writing, the Customer acknowledges that such conditions are expressly negated.

Pricing Revision

The Customer representative requesting any testing quotation by Canyon Labs shall be considered an agent of the Customer and authorized to make technical and/or cost decisions including changes to the test procedures and specifications.
If Canyon Labs is required to submit a quotation without first receiving and reviewing applicable test protocols, any pricing submitted shall be subject to change upon such protocols being made available to Canyon Labs.
The prices set forth in a quotation are valid only for the purposes of this procurement and shall not be binding upon Canyon Labs as the basis for pricing of subsequent or repeat testing.

For laboratory investigations that are not attributable to Canyon Labs laboratory error, Canyon Labs will charge for investigations, microbial identifications, and any other costs incurred. The minimum charge for the investigation is $1,100 and includes up to 6 hours of investigation time. If additional time is needed, it will be billed at a rate of $225/hr. Canyon Labs shall proceed with the investigation prior to approval from the sponsor.

Change Order or Revision to Original Quote
Project Fees are set based on the assumptions set forth in each proposal, and are subject to change if those assumptions change. If, during the performance of the Services, the scope of the Services deviates from the assumptions in the proposal, Canyon Labs shall document changes in scope, timelines and Project Fees in a change order or revision to the Project proposal for review and acceptance by Buyer.

Pricing Adjustments for Multi-Year Projects
Project fees may be revised by Canyon Labs no earlier than twelve (12) months after the commencement of Services under an accepted proposal. Any adjustments will reflect changes in the Consumer Price Index and/or increases in Canyon Labs’ operational costs. Canyon Labs will provide at least thirty (30) days’ advance written notice of any such adjustments.

Standard Procedures and Accreditation

Canyon Labs warrants testing is done in accordance with the referenced protocols, as applicable, and that reported test results will be accurate within generally accepted commercial ranges of accuracy, unless another measure of accuracy has been agreed to in writing between Canyon Labs and the Customer.
It is the Customer’s responsibility to confirm that Canyon Labs has the accreditation Customer requires to meet its requirements.
Further, Customer is responsible to confirm in writing and ensure that Canyon Labs is aware of any testing requiring accreditation or specific documentation for regulatory submission.
Canyon Labs makes no claims or guarantees that reported test results or data will meet a Customer’s requirements, whether regulatory, commercial, industrial, or otherwise.
It is the complete and full responsibility of the Customer to determine if Canyon Labs’ accreditation, certifications and protocols will satisfy the Customer’s requirements.
All services furnished by Canyon Labs and all tests performed with the use of Canyon Labs’ equipment and facilities under these Terms and Conditions, whether conducted by Canyon Labs, subcontractors or Customer’s personnel, shall be at the risk of Customer who bears sole liability for the destruction, damage or loss of Customer’s property.
Any work directly or indirectly attributable to a contract on behalf of any agency of the United States Government shall be governed by the provisions of DAR (ASPR) 7-104.24 subparagraph C, with respect to Canyon Labs’ liability, damage, loss or injury of test specimens or other equipment furnished by Customer.

Cancellation and Suspension

Canyon Labs will begin work upon receipt of the samples if all appropriate documentation is in place. Appropriate documentation includes a signed quote, purchase order, sample submission form, and other applicable project documentation (protocol, checklist, etc).
The cancellation fee schedule is as follows (as a percentage of Total Study Price plus all expenses incurred, if applicable). The total of all amounts paid shall not exceed the consideration agreed upon for full performance of the project.
upto 10% – if cancelled after confirmation of the contract
upto 50% – if cancelled after work has been initiated
upto 100% – if cancelled after Canyon Labs completes 50% or more of the scope of work
If the study start date is delayed by the Customer, a delay fee may apply based on notice given as follows (as a percentage of Total Study Price plus all expenses incurred, if applicable). Turnaround time of the study may also be impacted:
10% delay fee for delays of 0-14 days after test article received

Canyon Labs may charge additional storage / warehousing fees if samples are received more than 14 days prior to agreed upon start date of services, or prior to Purchase Order being signed and all other required documents for services are received from Buyer.

Estimated Timelines

The estimated timeline is defined as the time from the sample delivery date to test completion.
All Customer deliverables must be met prior to the timeline beginning.
Customer deliverables include a signed quote, PO, completed sample submission form, and other required forms or questionnaires.
If multiple line items are included on the quote, the total project timeline may not represent the summation of individual test timelines.
Canyon Labs strives to achieve the estimated timelines communicated during the quoting process. However, timelines are estimates, not guarantees and may vary depending on lab availability.

Force Majeure

Canyon Labs shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God (fire, flood, earthquake), weather conditions, strikes or other labor disturbances, epidemics or pandemics, government actions, equipment breakdowns, supply chain disruptions, or any other event that makes performance impracticable. In such cases, Canyon Labs’ obligations shall be suspended for the duration of the delay, and timelines may be extended accordingly.

Acceptance of Test Reports

All reports and letters issued by Canyon Labs are for the exclusive use of the Customer to whom they are addressed.
No other entity or person may rely upon or use such letter or report without the written consent of Canyon Labs.
Canyon Labs reports apply only to the specific samples tested under stated test conditions and protocols and test results are not necessarily indicative of the qualities of apparent identical or similar testing or conditions.
Canyon Labs shall have no liability for any deductions, inferences or generalizations drawn by the Customer or others from Canyon Labs’ reports.
If the Customer requests verification of any part of the test report, Canyon Labs shall be notified within thirty (30) days of submission of the report to the Customer. Failure to notify within this thirty (30) day period acknowledges acceptance of the report.
Payment for any test report or other Canyon Labs invoice shall not be conditioned upon acceptance and/or approval of a third party or the results of the test.

Reports and Protocols

Canyon Labs will issue protocols upon request of the Customer who intends to submit samples to Canyon Labs.
The Customer’s purchase order must be submitted to Canyon Labs before requested protocols are released when samples have not yet been submitted to Canyon Labs.
All protocols that are issued and not used in testing within three months from the day the protocol was sent to the Customer, may be invoiced to the Customer for the time required to prepare the protocol.
No quotations from reports or use of the corporate name, “Canyon Labs Holdings, LLC” or any variation thereof, is permitted except as expressly authorized by Canyon Labs.
Protocols may be issued to the Customer for review and input into the services that Canyon Labs provides.

Sample/Data Retention

Samples may be destroyed thirty (30) days after the date of the final report, unless the Customer indicates otherwise in writing and prepays, before the expiration of said thirty (30) day period, the entire cost of any storage, packaging and shipping of sample(s) by Canyon Labs.
For GLP Studies: – add paragraph and check SOP for duration of storage
Canyon Labs shall retain GLP studies for at least five (5) full calendar years after test completion, or as required by law or by protocol, with a computer backup.
Canyon Labs shall retain non-GLP studies for at least two (2) full calendar years after test completion, or as required by law or by protocol, with a computer backup.
File storage beyond five years shall be billed at an annual rate of $30.00 per study or such other rate set forth by Canyon Labs.
If Customer requires Records Returned or Samples returned charge $100.
If storage fees are not paid by customer when due, Canyon Labs shall have the right to delete or destroy the file.

Change of Address

The Customer shall notify Canyon Labs in writing within ten (10) days of any change of address.

Change of Ownership

The Customer shall notify Canyon Labs, in writing, within ten (10) days of any change in ownership of the Customer’s business.
Failure to provide such notice will cause the entire balance owed to Canyon Labs to become due immediately.
If deemed necessary by Canyon Labs, in its sole discretion, Customer may be required to resubmit a credit application upon a change of ownership.

Consent to Sharing Information and Retention Periods

For the purposes of making credit risk management decisions and preventing fraud, the Customer agrees that Canyon Labs may:

Carry out a credit inquiry on the Customer from time to time with one or more credit bureaus, credit information agents, credit insurance companies or other creditors (including, but not limited to, trade references) of the Customer in terms of this Agreement.
Transmit information to credit bureaus, credit information agents, credit insurance companies or other creditors of the Customer of how the Customer has performed in meeting the obligations under this Agreement.
Retain such information for periods as stipulated in any applicable law, but no longer than the duration of the validity of this Agreement.

Where the Customer has not used Canyon Labs’s services under this Agreement for 24 months, the Customer may be required to re-apply for such credit.

Standard Pricing and Increments

The purchase price for any services ordered shall be Canyon Labs’ standard price for such services prevailing as of the order receipt date when samples arrive at Canyon Labs for processing, irrespective of when the order for such services were placed by the Customer.
The prices quoted by Canyon Labs are subject to change at the sole discretion of Canyon Labs.
Canyon Labs shall be entitled to increase the price of services to the Customer without prior notice.
If the Customer has a valid quote for specified services, such quote will prevail.
Prices quoted do not include sales, use, excise, or similar taxes.
All sales and/or use taxes, custom duties or any other taxes imposed by federal, state, county or municipal authority associated with Canyon Labs’ transfer of Customer’s property shall be paid by the Customer.

Valid Orders

It is the sole responsibility of the Customer to determine that services ordered are suitable for the purposes of the Customer’s intended use.
Any order provided to Canyon Labs, notwithstanding the fact that such order may have been given or signed by a person not authorized by the Customer, shall be deemed to constitute a valid order.

Shipping/Transportation

The Customer shall be responsible for the transportation and any associated shipping costs of Customer’s property to and from Canyon Labs and all liability for damage, storage or mishandling prior to receipt at Canyon Labs.
Shipping and handling will be charged to the customer’s courier accounts.
If the customer is unable to provide a courier account, Canyon Labs will invoice the customer for the estimate cost of shipping +15%.
All prices in $USD.

Sub-Contractors

At the sole discretion of Canyon Labs, Canyon Labs may retain the services of sub-contractors which meet its qualifications to perform any of the services contracted for on behalf of the Customer.
Canyon Labs is fully authorized to invoice the Customer for such services at Canyon Labs’ standard rates.
Customer may be notified when subcontracted services are required and may be required to approve subcontracted studies.

Copyright

The Customer acknowledges and agrees that all testing protocols or processes used to generate test results are the sole ownership of Canyon Labs.
No rights or ownership of Canyon Labs’ copyrights or other intellectual property of Canyon Labs is transferred by invoicing the Customer for protocols used in the performance of the service by Canyon Labs.
Customer agrees that it shall not infringe upon any of the intellectual property rights of Canyon Labs.

Payment to Canyon Labs

All payments shall be made to Canyon Labs directly.
In the event of any payments being mislabeled, lost, or transferred to the incorrect bank account, the Customer shall still be liable to Canyon Labs for payment.
Should Canyon Labs, at any time, advise the Customer of any change to Canyon Labs’ banking account details, the Customer shall confirm via telephone such change with the account manager of Canyon Labs before effecting any further payments.
Nothing contained herein shall be interpreted as an extension of any kind with regard to payment terms afforded to the Customer under the Agreement.
All transactions using credit cards are subject to a 5% additional service fee.

Reservation of Ownership

Nothing in this Agreement shall be construed as a sale or transfer of Canyon Labs’ copyrights, trademarks or any other intellectual property owned or held by Canyon Labs.
Until such time as the Customer has paid Canyon Labs in full with respect to any services provided by Canyon Labs, the license to use any test results or any data related thereto shall be prohibited and shall remain the property of Canyon Labs.
Canyon Labs shall, in its sole discretion, without notice to the Customer, be entitled to take possession of any such reports which have not been paid for or for which payment is overdue.
Customer shall not be entitled to a credit with respect to services that may have been partially paid for.

Payment Default

In the event the Customer defaults in making payment of any amount that has become due and owing, the full outstanding balance (whether due or not) will immediately become due and payable without further notice to the Customer.

Governing Law and Consent to Jurisdiction

The Customer hereby agrees that this Agreement and all other agreements between Canyon Labs and the Customer shall be deemed to be made and governed by the Laws of the State of Utah.
The Customer hereby consents that any legal action brought by Canyon Labs for collection of any fees or invoices not paid by the Customer or other remedies sought by Canyon Labs, shall be brought in a court of competent jurisdiction in Salt Lake County, Utah, or if the action is to be in federal court, in the U.S. District Court for the District of Utah.

Dispute Resolution

Any dispute or disagreement, other than nonpayment of Canyon Labs’ fees or invoices and as otherwise set forth herein, relating to the Customer or any services provided under this Agreement or under any agreement between the parties, will be settled by confidential, binding arbitration administered by American Arbitration Association (“AAA”) pursuant to the AAA Commercial Arbitration Rules and the Procedures.
The arbitration venue will be Salt Lake City, Utah.
The arbitration will be conducted before a single arbitrator. The arbitrator will be an individual with substantial business experience of at least fifteen (15) years in the corporate and commercial transaction areas or comparable judicial or legal experience in these areas.
The arbitrator will be selected as follows: The parties shall request a list of ten (10) arbitrators drawn from the AAA’s list of qualified arbitrators (who are experienced in the areas as set forth above and are familiar with the AAA’s Procedures). From this list, both parties will each choose one arbitrator and agree on who shall serve as arbitrator. If they cannot agree on an arbitrator, the two (2) arbitrators selected will agree on a third arbitrator from the list of ten (10), who will serve as the arbitrator to conduct the arbitration.
The arbitrator will not have the authority to add, change, or disregard any term of these Terms and Conditions or under any agreement entered into pursuant to these Terms and Conditions, or make and award against Canyon Labs of any incidental, consequential, or punitive damages (including, but not limited to, loss of use, unjust enrichment, and/or lost profits), or exceed the remedies provided herein, or the limitation of liability and release and waiver described herein.
The arbitrator’s decision will be binding and judgment on the arbitration award may be entered by a court of competent jurisdiction.
Arbitration will be the final remedy for any dispute between the parties arising out of these Terms and Conditions or any agreement entered into pursuant to these Terms and Conditions, provided, however, that nothing herein shall prevent any party from seeking a court order for injunctive relief (in addition to other remedies) to stop or prevent misuse or misappropriation of Canyon Labs’ testing reports, trademarks or copyrights, confidential or proprietary information, or testing data, or infringement of its intellectual property, in a court of law.

Third Party Claims

Customer agrees to indemnify and hold harmless Canyon Labs and its directors, officers, employees, affiliates, agents and subcontractors (each an “indemnified party”) from all losses and expenses (including reasonable attorneys’ fees) arising out of, or related to, claims asserted by third parties that relate to the testing results or testing data provided by Canyon Labs to customer, or the manufacturer, marketing or sale of customers’ products or that relate to the services rendered.

Recovery of Legal/Collection Costs:
Should Canyon Labs instruct its attorneys or collection agent to collect any overdue amounts, or to take any action against the Customer in the implementation or protection of Canyon Labs’s rights, Canyon Labs shall be entitled to the recovery of all legal fees, costs and/or collection costs arising therefrom.

Non-Waiver of Rights:
The failure of a party to insist upon strict performance of any provision of this Agreement or to exercise any right arising out of these Terms and Conditions shall neither impair that provision or right nor constitute a waiver of that provision or right, in whole or in part, in that instance or in any other instance. Any waiver by a party of a particular provision or right shall be in writing, shall be as to a particular matter and, if applicable, for a particular period of time and shall be signed by such party.

Severability of Clauses:
If any provision of these Terms and Conditions or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of these Terms and Conditions which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

Entire Agreement:
These Terms and Conditions, along with the Canyon Labs final quote, the Customer’s purchase order (not including any Customer proposed terms or conditions) and Canyon Labs’ confirmation of sale contains the entire agreement between the parties. Any variations, cancellations or additions to these Terms and Conditions shall not be of any force or effect unless reduced to writing and signed by the parties.

Pooling

Testing that involves pooling will incur additional fees. Pooling is defined as the combination of two or more samples into a single extraction or test run. Test articles or devices requiring disassembly, sub-component preparation, or other extended on-test handling procedures will also be subject to additional charges.

Subculturing / Additional Microbiology Assessment

If the material/test article renders the media turbid so that the presence or absence of microbial growth cannot be readily determined, a portion (not less than 1mL) of the turbid media will be transferred to a fresh vessel of the same media 14 days after the beginning of incubation. The original/turbid media and the transferred portion will be returned to the same incubation conditions for not less than 4 days. Growth/no growth in the transfer media shall be used to determine sterility of the test material/article.

STAT Testing

STAT (expedited) testing requirements vary by assay. For tests that require a same-day start to meet the expedited turnaround timeline, samples must be received by 12:00 PM (noon) local laboratory time. Samples arriving after this cutoff will be initiated on the next business day.

STAT testing that does not require a same day start will be initiated according to the timeline defined in the quotation or price list. STAT testing must be identified on both the quotation and the sample submission form.

To support expedited turnaround, advance notice of STAT submissions is strongly preferred. Early notification enables appropriate resource allocation and helps ensure rapid sample initiation. Final acceptance of STAT testing is at the discretion of the laboratory based on workload and test complexity.

Amendments

Amendment requests resulting from questions or concerns that are not the fault of Canyon Labs will incur fees billed to the Buyer.

Freight & Shipping

All freight and shipping associated with testing is subject to actual costs incurred.

Non-Solicitation

During the term of the Project Agreement and for the subsequent twelve (12) months after the final billing of the project, the Buyer shall not directly offer employment to, nor induce, solicit or entice a Canyon Labs employee, consultant or director who has worked directly on this project or other services associated with this project agreement.

Non-Exclusivity

This proposal or Project Agreement will not be construed as exclusive and shall not limit the Buyer from engaging the services of any third party, which services are equal or similar to the services rendered by Canyon Labs. Similarly, nothing in the proposal or Project Agreement shall limit Canyon Labs from providing services to any third party, including services equal or similar to the services rendered hereunder to the Buyer.

Export Compliance

The Buyer is hereby placed on notice that the technical data, services or hardware furnished with this quotation or order acknowledgment may relate to articles controlled by the U.S. Government for export and may, therefore, be subject to export licensing requirements and limitations on disclosure or shipment to foreign nationals under U.S. Law. Federal, criminal and civil penalties may result from any violation of these export provisions. BUYER INDEMNIFIES CANYON LABS FROM ANY BREACH OF SUCH REQUIREMENTS AND LAWS FOLLOWING BUYER’S RECEIPT OF EXPORT CONTROLLED DATA OR HARDWARE.

Assignment Restrictions

Buyer may not, without Canyon Labs prior written consent, assign or transfer any of its rights or obligations under the Agreement or any Order, to any other person. Canyon Labs may delegate its obligations to its affiliates, agents, suppliers, and contractors, and may disclose to any such persons any information required by them to perform the duties so delegated to them, but such delegation shall not relieve Canyon Labs of its obligations under the Agreement.

Waiver Clause

A waiver by either party of any breach of any of these provisions, or its failure to exercise any right, shall not be construed as a waiver of any other breach, or a waiver to exercise any other right.

Buyer’s Authorization

Buyer represents and warrants that the person who executed the offer which this instrument accepts, or who will execute the Buyer’s acceptance of the offer contained in this instrument, has duly executed the relevant documents on behalf of the Buyer, and is duly authorized to so act.

Limitation of Liability

LABORATORY TESTING SERVICES: To the fullest extent permitted by law, Canyon Labs shall not be liable for any direct, indirect, consequential, incidental, punitive or special damages (including without limitation, lost profits) resulting from or arising out of the testing services provided by Canton Labs hereunder, whether based in tort, contract or otherwise, and regardless of whether Canyon Labs had advance notice of the possibility of such damages. Notwithstanding the foregoing, Canyon Labs liability in all cases shall be limited to the price quoted for the sterilization exposure and/or laboratory testing.