By registering for an account, requesting services, submitting samples, issuing a purchase order, accepting a quotation, or otherwise engaging Tentamus Pharmaceutical Sciences (“TPS” or the “Lab”), the Client agrees to these Terms and Conditions. These Terms and Conditions shall apply unless superseded by a fully executed written agreement between the parties.

The executed Quality Agreement shall govern quality-related requirements, and accepted quotations or proposals shall govern project-specific services, pricing, timelines, and deliverables.

1. Services

The Lab shall provide laboratory analytical services (data collection, analysis, interpretation, and reference laboratory services) as requested by the Client and accepted by TPS. Services shall be performed in a professional manner in accordance with TPS quality systems, standard operating procedures, and regulatory requirements, as applicable. TPS reserves the right to decline any request, sample, or project that falls outside its capabilities, presents a safety concern, or does not comply with applicable laws or regulations.

2. Client Responsibilities

The Client shall: (a) designate authorized representative(s) to request services, transmit instructions, approve work, receive information, reports, and results, and authorize payment; (b) provide complete, accurate, and timely information, specifications, testing instructions, and other materials necessary for TPS to perform the requested services; (c) ensure that all submitted samples are properly packaged, labeled, transported, and compliant with applicable laws and regulations; (d) disclose any known hazards, handling requirements, or safety concerns associated with submitted samples or materials; (e) provide TPS with access to Client facilities when reasonably necessary for the performance of services and maintain a safe working environment with hazardous materials properly identified and controlled; and (f) represent and warrant that it has full right, title, authority, and authorization to submit samples, request services, and enter into this agreement.

3. Pricing, Changes, Cancellation and Expedited Services

Pricing shall be as stated in the applicable quotation, proposal, fee schedule, or other written communication issued by TPS. Additional charges may apply for changes in scope, supplemental testing, investigations, retesting, expedited services, customized reporting, extended storage, special handling requirements, or non-routine materials sourced by TPS. Cancellation after work has commenced may result in charges for services performed and costs incurred through the date of cancellation. Expedited services are subject to availability, prior approval, and applicable surcharges.

4. Payment

All fees shall be billed in U.S. dollars directly to the Client unless otherwise agreed in writing. Invoices are due in accordance with the payment terms stated on the applicable quotation, invoice, or other written agreement. TPS may require prepayment, deposits, or credit approval for new clients or accounts without established credit. Credit card payments may be made by phone or through a secure online payment portal. TPS does not retain credit card information on file. Applicable credit card processing fees may apply. Past-due balances may be subject to a finance charge of up to 1.5% per month, or the maximum rate permitted by law, whichever is lower. TPS reserves the right to suspend services, withhold reports or test results, require advance payment, or place projects on hold for accounts with overdue balances. The Client shall be responsible for all reasonable collection costs, including attorneys’ fees and expenses, incurred in the collection of past-due amounts. Third-party billing arrangements must be approved by TPS and supported by a written acknowledgment of payment responsibility.

5. Confidentiality

TPS will maintain the confidentiality of Client information and will not disclose such information except as required by law, regulation, accreditation requirements, court order, to approved subcontractors performing services on TPS’s behalf, or with the Client’s written authorization. The Client shall not use TPS’s name, reports, data, accreditation marks, or other intellectual property in a manner that could damage TPS’s reputation or business.

6. Sample Shipment, Retention and Disposal

The Client is responsible for the proper packaging, labeling, documentation, and shipment of samples in accordance with applicable laws and regulations. Risk of loss or damage during transit remains with the Client. Unless otherwise agreed in writing, samples will be retained for a minimum of forty-five (45) days following completion of testing and may be disposed of thereafter without further notice. Prior arrangements must be made for extended retention and additional charges may apply. TPS reserves the right to refuse, return, or dispose of any sample that presents an unreasonable safety, regulatory, or operational risk.

7. Subcontracting

TPS may utilize qualified affiliated laboratories, subcontractors, or service providers to perform all or part of the requested services and shall maintain appropriate oversight of subcontracted work.

8. Reports and Test Results

Reports and test results apply solely to the specific samples received and tested by TPS. Reports may be reproduced only in their entirety and may not be altered, selectively excerpted, or presented in a misleading manner. TPS’s name, logo, accreditation marks, reports, or data may not be used for advertising, marketing, or promotional purposes without prior written consent. Additional charges may apply for customized reporting.

9. Retention of Records

TPS shall retain analytical reports and supporting records for a minimum of seven (7) years, or longer where required by applicable quality system or regulatory requirements. After this period, reports and records may be destroyed. Archived record retrieval requests may be subject to administrative fees. The Client remains responsible for its own record retention obligations.

10. Warranty and Limitation of Liability

TPS warrants that services will be performed in a professional manner consistent with generally accepted industry standards and that reported results accurately reflect analyses conducted on the samples submitted. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TPS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL TPS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. TPS’S TOTAL LIABILITY ARISING FROM ANY CLAIM SHALL NOT EXCEED THE AMOUNT PAID BY THE CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM. TPS ASSUMES NO RESPONSIBILITY FOR VARIATIONS IN PRODUCTS NOT SAMPLED OR CONDITIONS BEYOND ITS REASONABLE CONTROL.

11. Force Majeure

TPS shall not be liable for delays, interruptions, or failures resulting from causes beyond its reasonable control, including natural disasters, transportation disruptions, labor disputes, utility failures, governmental actions, cyber incidents, public health emergencies, or shortages of materials or supplies.

12. Indemnification

The Client agrees to indemnify, defend, and hold harmless TPS, its affiliates, officers, directors, employees, and agents from any third-party claims, liabilities, damages, costs, and expenses arising from the Client’s products, materials, use of testing results, breach of these Terms and Conditions, or violation of applicable laws or regulations. This obligation shall not apply to claims arising solely from TPS’s gross negligence or willful misconduct.

13. Governing Law and Dispute Resolution

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. The parties shall first attempt to resolve any dispute through good-faith discussions. If a dispute cannot be resolved informally, the parties agree to pursue mediation before initiating litigation or arbitration, except where immediate injunctive, equitable, or other emergency relief is required. The costs of mediation or other agreed alternative dispute resolution proceedings shall be borne equally by the parties, unless otherwise agreed in writing.

14. Termination and Survival

Upon termination, TPS shall be entitled to payment for all services performed and costs incurred through the date of termination, and the Client shall receive any completed reports or deliverables for which payment has been made. Any provisions that by their nature should survive termination shall remain in effect.

15. Entire Agreement

These Terms and Conditions constitute the entire agreement governing the Client’s registration and use of TPS services and supersede all prior discussions, representations, or agreements relating to such services, except as modified by a separately executed written agreement between the parties. Any amendment must be in writing and signed by both parties. The Client’s creation of an account, request for services, acceptance of a quotation, issuance of a purchase order, submission of samples, or continued use of TPS services constitutes acceptance of these Terms and Conditions.

16. Equal Opportunity

Tentamus Pharmaceutical Sciences is an equal opportunity/affirmative action employer and conducts its business in accordance with applicable federal, state, and local laws.