1.2 "Customer" means the individual or entity who may request Services, and his or its heirs, successors, assigns and representatives.

1.3 "Continental" means Continental Analytical Services, Inc., its divisions and its employees, servants, agents and representatives.

1.4 "Price Schedule" means the standard price schedule of Continental as such document may be amended from time to time by Continental.

1.5 "Results" means data generated by Continental from the analysis of one or more samples.

1.6 "Services" means chemical analyses of samples and the related administrative procedures incident to the processing of samples and reporting of Results to the Customer. Services also include the collection and transporting of samples to the Laboratory by Continental employees when contracted by the Customer.

1.7 "Terms and Conditions" means these Terms and Conditions of Sale, including the Price Schedule, and any additions or amendments hereto which are agreed to in writing by Continental as provided in Section 7.1 of these Terms and Conditions of Sale.

2.1 The Customer may order Services by submitting a written purchase order to Continental, by placing a telephone order which will be subsequently confirmed in writing, or by negotiated contract. Any such order constitutes a) an acceptance by the Customer of the offer by Continental to do business with the Customer under these Terms and Conditions, and b) an agreement to be bound by these Terms and Conditions. The Customer's delivery of samples to Continental or initiation of Services constitutes the Customer's express assent to be governed by these Terms and Conditions. Continental reserves the right to refuse to proceed with work at any time based upon an unfavorable Customer credit report.

2.2 Any order placed by the Customer in Section 2.1 is subject to a minimum cancellation charge of $250.

3.1 Services performed by Continental will be in accordance with prices quoted and later confirmed in writing or as stated on the Price Schedule, which prices are subject to change periodically without notice. The Customer should confirm with Continental the current price prior to placing an order for work.

3.2 Payment terms are net 30 days from the date of invoice by Continental. All overdue payments are subject to interest charges of one and one-half percent (1.5%) per month or portion thereof from the due date until the date of payment. All payments shall be made in United States currency.

3.3 The prices stated on the Price Schedule do not include any sales, use or other taxes unless specifically stated. Such taxes will be added to invoice prices when required.

4.1 Prior to acceptance of any sample by Continental (or after any revocation of acceptance), the entire risk of loss of or damage to such sample will remain with the Customer. In no event will Continental have any responsibility or liability for the action or inaction of any carrier shipping or delivering any sample to or from Continental’s premises.

4.2 Continental reserves the absolute right, exercisable at any time, to refuse to receive delivery of, refuse to accept, or revoke acceptance of, any sample which in the sole judgment of Continental a) is of unsuitable volume, or b) may be or become unsuitable for, or may pose a risk in, handling, transporting or processing for any health, safety, environmental or other reason, whether or not due to the presence in the sample of any hazardous substance and whether or not such presence has been disclosed to Continental by the Customer.

4.3 Where acceptable, Continental will use analytical methodologies and sample collection and transportation procedures which are in substantial conformity with the U.S. Environmental Protection Agency (EPA), regulatory agencies, American Society for Testing and Materials (ASTM), Association of Official Analytical Chemists (AOAC), Standard Methods for Examination of Water and Wastewater, or other recognized methodologies. Continental reserves the right to deviate from these methodologies if necessary or appropriate due to the nature or composition of the sample or otherwise based on the reasonable judgment of Continental, which deviations, if any, will be made on a basis consistent with recognized standards of the industry and/or our standard operating procedures.

4.4 Upon timely receipt of samples, Continental will use its best efforts to comply with storage, processing and analytical holding time limits set forth in applicable EPA or state guidelines or otherwise requested by the Customer. However, unless specifically made part of the written agreement between Continental and the Customer, such time limits cannot be guaranteed.

4.5 At the sole discretion of Continental, verbal or facsimile results may be given in advance of the written report of results. Such verbal or facsimile results are tentative results only, subject to confirmation or change based on standard quality assurance review procedures by Continental.

4.6 Continental reserves the right to subcontract services ordered by the Customer to another laboratory or laboratories if in the sole judgment of Continental it is reasonably necessary, appropriate or advisable to do so. Continental will in no way be liable for any subcontracted services except as specifically provided in Section 5.3 of these Terms and Conditions of Sale.

5.1 Continental warrants only that its services will fulfill obligations set forth in Sections 4.3 and 4.4 hereof. This warranty is the sole and exclusive warranty given by Continental in connection with any services performed by Continental or any results generated from such services, and Continental gives and makes no other representation or warranty of any kind, express or implied. No representative of Continental is authorized to give or make any other representation or warranty or modify this warranty in any way.

5.2 The liability and obligations of Continental, and the remedies of the Customer in connection with any services performed by Continental will be limited to repeating the services performed. Any reanalysis generating results consistent with the original results will be at the Customer's expense. Except as otherwise specifically provided herein, Continental shall have no liability, obligation or responsibility of any kind for any losses, costs, expenses or other damages (including but not limited to any special, indirect, incidental or consequential damages) for any representation or warranty of any kind with respect to services or results by Continental.

5.3 In no event shall Continental have any responsibility or liability to the Customer for any failure or delay in performance by Continental which results, directly or indirectly, in whole or in part, from any cause or circumstance beyond the reasonable control of Continental. Such causes and circumstances shall include, but not be limited to, acts of God, acts of Customer, acts or orders of any governmental authority, strikes or other labor disputes, natural disasters, accidents, wars, civil disturbances, difficulties or delays in transportation, mail or delivery services, inability to obtain from Continental’s usual sources sufficient services or supplies, or any other cause beyond Continental’s reasonable control.

5.4 All results provided by Continental are strictly for the use of its Customer, and Continental is in no way responsible for use of such results by Customers or third parties. All results should be considered in their entirety, and Continental is in no way responsible for the separation, detachment, or other use of any portion of the results.

5.5 The Customer represents and warrants that any sample delivered to Continental will be preceded or accompanied by a quotation from Continental executed by the Customer which details the services to be performed, and the fee for the services. The samples will be packaged, labeled, transported and delivered properly and in accordance with applicable laws.

5.6 The Customer represents and warrants that samples submitted to Continental do not contain radioactive materials or mixed waste.

5.7 The Customer hereby indemnifies and holds harmless Continental from and against any and all claims, suits, judgments, damages, losses, liabilities, expenses, payments, taxes, duties, fines and/or other costs (including but not limited to liability of a third party) arising out of a) the presence of hazardous substances in any sample of the Customer regardless of the Customer's compliance with paragraph 5.5 hereof, b) accidents occurring during the transport of any sample of the Customer, c) events or delays caused by the Customer or otherwise beyond Continental’s control, or d) negligence by the Customer in the use, evaluation, or applications of results provided by Continental.

6.1 These Terms and Conditions, together with any revisions which may be agreed to in writing by Continental as provided in Section 7.1 embodies the whole agreement by the parties. There are no promises, terms, conditions, understandings, obligations or agreements other than those contained herein, unless made in accordance with Section 7.1; and these Terms and Conditions shall supersede all previous communications, representations, or agreements, either verbal or written, between the Customer and Continental. Continental specifically rejects all additional, inconsistent or conflicting terms, whether printed or otherwise set forth in any purchase order or other communication from the Customer to Continental.

6.2 The invalidity or unenforceability, in whole or in part of any provision, term or condition hereof shall not affect in any way the validity or enforceability of the remainder of these Terms and Conditions, the intent of the parties being that the provisions be severable.

7.1 Continental shall not be subject or bound by any provision, term or condition which is in addition to or inconsistent or conflicting with these Terms and Conditions. Continental shall not be deemed to have amended or waived any provision, term or condition, or to have given any required consent of approval, or to have waived any breach by the Customer of any of these Terms and Conditions, unless specifically set forth in writing and executed on behalf of Continental by a duly authorized officer. No other employee, servant, agent or representative of Continental has any authority whatsoever to add to, delete, alter or vary any of these Terms and Conditions in any manner, or to give any consent, approval or waiver, and Continental shall not be bound by any such purported addition, deletion, alteration, variation, consent, approval or waiver.

7.2 No waiver by Continental of any provision, term or condition hereof or of any breach by or obligation of the Customer hereunder shall constitute a waiver of such provision, term or condition on any other occasion or a waiver of any other breach by or obligation of the Customer.

8.1 The section headings of these Terms and Conditions are intended solely for convenient reference and shall not define, limit or affect in any way these Terms and Conditions or their interpretations.

9.1 These Terms and Conditions, and any transactions or agreements to which they apply, shall be governed both as to interpretation and performance by the laws of the state in which management of the subject project is performed.