APPENDIX I - TERMS AND CONDITIONS
INVOICING ‑ Billing is done on a regular cycle for the time and expenses of the previous period or as agreed. All amounts due are payable in U. S. dollars. Terms to accounts for which UL Quality Assurance LLC, ("UL-STR") has agreed from time to time to extend credit are net 30 days. Otherwise, payment is due upon receipt of UL-STR's bill. There will be a 1.5% per month (18% per annum) carrying charge on all overdue accounts.
CONFIDENTIAL TREATMENT OF INFORMATION – UL-STR renders services for its clients on a non‑exclusive, best efforts basis, except where UL-STR otherwise specifically agrees in writing. UL-STR will maintain as confidential, for a period of five (5) years from the date of completion of its work with respect to any particular matter, all technical information and data which belongs to the client with respect to such matter and is disclosed to UL-STR by the client and any information with respect to such matter developed by UL-STR specifically for the client in the performance of its work for the client, provided however, that UL-STR shall not be liable for any disclosure of such information which:
a. at the time of disclosure by client or development by UL-STR or thereafter, through no act or failure on the part of UL-STR, is or becomes generally known to the public;
b. is known to UL-STR at the time of the disclosure;
c. is independently developed by UL-STR provided that the person or persons developing the same have not had access to the material developed by client; or
d. is necessary for performance by UL-STR under this agreement.
UL-STR does not publish a list of its clients. The identity of any client and the type of services UL-STR is rendering for that client will not be disclosed by UL-STR unless the client has given to UL-STR its prior written approval or until such identity becomes, through no act or failure on the part of UL-STR, generally known to the public.
CHEMICAL/LIQUID SAMPLES - UL-STR expects clients to abide by all applicable regulations when shipping samples to UL-STR. Improper shipping may result in additional charges for costs incurred by UL-STR: 1) to identify sample content, 2) damage done to UL-STR personnel or property as a result of improper packaging, labeling, or omission of identifying documents. UL-STR has the right to refuse receipt of any shipment that, in its discretion, is unsafe or has been shipped improperly. Any costs associated by refusal to accept shipment under this clause are the sole responsibility of the client. Client shall indemnify and hold harmless UL-STR for any and all damages, expenses, fines, judgments, liabilities and costs (including attorney's fee) incurred by UL-STR and arising from the improper packaging or shipment of the sample by client.
SAMPLE RETURN – Thirty (30) days following completion of a project or a particular segment of a project, associated samples/materials/resins/chemical additives shall be returned to the client at their expense. Under certain circumstances, UL-STR may dispose of the materials and bill the client.
TEST RESULTS – UL-STR reports are limited to the test samples identified therein. The results set forth in the Report are not necessarily indicative or representative of the statistical quality or characteristics of the lot from which a test sample was taken or any similar or identical product unless specifically and expressly noted. UL-STR may not perform a complete analysis of any product submitted for testing. The test results may indicate that the product has passed or failed the specific tests only. These test results, even if rated as “Passed”, do not indicate or certify that the product is safe for commercial or consumer use.
LIMITATION OF LIABILITY ‑ The client's right to recover damages caused by the fault or negligence of UL-STR, or by any breach by UL-STR of any of its obligations with respect to any matter shall be limited to the amount of the contract price actually paid to UL-STR with respect to such matter. This limitation of liability will apply regardless of the form of action, whether in contract, tort or otherwise. IN NO EVENT SHALL UL-STR BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGE.
PATENT RIGHTS ‑ Any invention made in the performance of work for the client by UL-STR and within the field of work undertaken for the client, belongs to the client.
SOLICITATION OF EMPLOYEES ‑ Inasmuch as the services to be rendered are to be closely coordinated with the staff of the client and UL-STR, it is mutually agreed that UL-STR and the client will not solicit any of the employees of the other for employment or hire unless prior written consent to do so is obtained from an authorized representative of the other.
EFFECT OF PROPOSAL ‑ The accompanying proposal is valid for a period of ninety (90) days from the date of the proposal unless the period is extended in writing by UL-STR. Upon acceptance of such proposal, this Appendix shall be part of the agreement with the client and notwithstanding any prior discussions or prior oral or written agreements to the contrary, the terms hereof shall be applicable and take precedence over any conflicting terms in any documents submitted by the client.
DATA AND DOCUMENT RETENTION ‑ After the conclusion of the project, UL-STR may maintain a copy of all documents relating to the project (the "Supporting Documents") for as long as UL-STR, in its sole discretion, deems appropriate. The client shall indemnify UL-STR for all costs incurred by UL-STR in responding to or opposing any subpoena, document production request or other demand seeking the disclosure of the Supporting Documents or any information contained therein.
ARBITRATION - Any dispute arising from or related to the performance of this agreement shall be submitted to the American Arbitration Association for final and binding resolution in accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association. The arbitration panel shall consist of three arbitrators and shall have unlimited authority to determine and resolve all legal and factual issues between the parties. The arbitration panel shall not be authorized to award either party consequential damages, including but not limited to lost profits. Venue shall be Hartford, Connecticut. The judgment of the arbitration panel may be enforced by any court of competent jurisdiction. Each party shall be responsible for its own attorneys' fees. All costs of the arbitration shall be divided equally by the parties. Customer consents to the jurisdiction of the United States District Court for the District of Connecticut and the Superior Court of Connecticut.
GOVERNING LAW ‑ The agreement of which this Appendix is part shall be governed by and construed under the laws of the State of Connecticut.
E-MAIL DISCLAIMER - Some of our clients request that final results be sent by e-mail rather than by paper hard copy. UL-STR is pleased to provide this service, and cautions that it is possible that the test report could inadvertently be modified once it is in the client's word processing system. Further, current e-mail transmission technology may allow for interception of messages and reports by third parties. While UL-STR cannot be held responsible for these risks, which are out of our control, we consider e-mail a valuable and efficient tool. Should you request that a report be sent to you through e-mail, such a request SHALL BE DEEMED TO BE AN ACCEPTANCE OF THE RISK THAT THE REPORT MAY BE INTERCEPTED BY THIRD PARTIES. You acknowledge that the report shall be sent by UL-STR unencrypted. Transmission of the report (or other materials requested by the client) via the Internet or other public network shall not be considered to constitute a breach of any confidentiality or other provisions of the contract between UL-STR and the client, and UL-STR shall in no way be liable for any damages resulting from such a transmission. Additionally, UL-STR shall not be liable for any damages incurred by the client for any changes made to the report after it has been transmitted.