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Any lab services, test results, or products (“lab products”) sold by Precision Analytical Consulting & Laboratory, Inc. (“Precision”) to any party (“Purchaser”) is sold subject to the following terms and conditions, which are the exclusive statement of the applicable terms and conditions. The terms and conditions cannot be amended, supplemented or changed by Purchaser, whether by its purchase order or other means of acceptance, acknowledgment or confirmation.

Delivery. Lab products become property of Purchaser upon pickup or delivery to transportation carrier. Precision is not responsible for loss, damage, delay, or any other event while lab products are in transit. In the event any lab products are damaged in transit, Precision shall bear no responsibility and Purchaser must deal directly with the contracted carrier. If Purchaser fails to accept ordered lab products after shipping has been arranged, Precision may add reasonable storage and handling costs to the stated price.

Payment Terms. All stated prices are in U.S. dollars. Payment in full of the sale price is due within thirty (30) days of the date of delivery. In the event that full payment is not made within thirty (30) days of the date of delivery, any amount payable shall accrue interest on a daily basis thereafter at a rate per annum equal to eight percent (8%) until the date such payment has been made.

Limitations of Remedies. IN NO CASE SHALL PRECISION OR PRECISION’S AFFILIATE AND AGENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMTED TO, DAMAGES SUCH AS LOST PROFITS OR COST OF INJURY TO ANY PERSON OR PROPERTY, INCLUDING CLAIMS ARRISING FROM LATENT DEFECTS IN LAB PRODUCTS. UNDER NO CIRCUMSTANCES SHALL PRECISION BE LIABLE FOR ANY AMOUNT GREATER THAN THE PURCHASE PRICE ON THE APPLICABLE ORDER FORM AND INVOICE.

Governing Law. This Agreement shall be governed by the laws of the State of Oregon. If any claim or dispute arises, Purchaser agrees to resolve the dispute through the Yamhill County Circuit Court located in Yamhill County, Oregon. Purchaser and Precision agree to submit to the personal jurisdiction and venue of said court. The prevailing party in any litigation or arbitration shall be entitled to recover its reasonable attorneys’ fees and costs, at trial (or hearing) or on appeal.

Severability. If any term of this Agreement is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability and all other terms hereof shall remain in full force and effect.

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