Unless otherwise agreed to in writing, all offers, services, or commitments (collectively, the “Services”) that Commodity Lab Vancouver Inc. (“CLV”) has undertaken to provide to any persons or entities (the “Client”), whether through written or oral agreement, will be subject to the following terms and conditions:
1. Rates and Payment
- Unless otherwise agreed to in writing by CLV, any quotation given by or on behalf of CLV as an estimate of the cost of providing the Services will be honoured by CLV for a maximum period of one (1) month after such quotation is provided. All quotations do not include applicable taxes.
- In the event that an engagement includes permanent or periodic activity, or in the event that the term of an
engagement exceeds six (6) months, CLV may, at its sole discretion, adjust the rates agreed upon with the Client in order to reflect any additional material costs, including but not limited to any additional remuneration payable to CLV employees.
- The Client must promptly pay, without any discount or right of set off, within thirty (30) days from the relevant invoice date (the “Due Date”) all fees due and payable to CLV for performance of the Services, plus all applicable taxes. In the event that the Client fails to issue such payment within this period of time, the Client shall be deemed to be in default (“Default”) of their obligations under their arrangements with CLV and CLV shall be entitled to charge, without providing any notice of Default, interest at a rate of 1% per month as from the Due Date up to and including the date that payment is received.
- In the event of a Default, CLV will be entitled to bring an action in any court of competent jurisdiction against the Client for any collection costs accrued, including legal fees and related costs.
2. Provision of Services
- Unless some other arrangement is agreed to in writing, in the event that CLV will be utilizing samples to provide the Services, the Client will be solely responsible for selecting the samples to be used and identifying such samples through the use of codes, markings and product names.
- The Client shall advise the Company prior to the engagement of any known hazards or dangers, actual or potential, associated with any specimen, quantities, or samples which it provides to CLV for the performance of the Services, including but not limited to any toxic, noxious, poisonous or explosive elements or materials, or any materials which could lead to environmental damage. If, in the sole discretion of CLV, any specimen, quantity or sample is deemed to be too hazardous or dangerous to continue with the engagement, CLV retains the right to terminate the engagement upon which the Client will be only be responsible for paying any fees incurred thereto.
- The Client shall take all measures necessary to ensure the safety and security of any sites or locations in which CLV will be providing the Services.
- At the request of CLV, the Client shall supply any equipment or personnel necessary for CLV to provide the Services.
- CLV shall document the results of the Services in a report or certificate (the “Report”). The Report shall contain the results the Services completed only as they relate to the specimens or quantities provided by the Client and
subsequently examined by CLV, as well as any samples provided by the client and examined by CLV, if applicable.
- Unless the Client instructs CLV to the contrary, the performance of the Services may be partly or wholly
subcontracted to any third party at CLV’s discretion.
- Unless otherwise agreed to in writing at the time the engagement commences, any samples involved in the work performed by CLV will, as far as reasonably feasible, be retained by CLV, in a manner and form which CLV in its sole discretion deems appropriate, for a maximum of two (2) weeks after the date on which the Report is delivered by CLV to the Client, after which the samples will be disposed of at CLV’s discretion and CLV shall cease to have any responsibility for such samples. Any costs associated in retaining and disposing such samples will be incorporated into the agreed rate(s) between the parties.
- The liability of CLV and its subsidiaries, representatives, subcontractors, heirs, executors, administrators, successors and assigns as well as of the subsidiaries, representatives, subcontractors, heirs, executors, administrators, successors and assigns of its subsidiaries and subcontractors (collectively, the “Releasees”) in respect of any claim for any loss or damage caused by or having arisen as a result of incorrect or negligent performance or delayed, partial, or non-performance by CLV of its obligations under its arrangement with the Client shall be limited to an amount equal to fifteen times (15x) the total fee payable, less applicable taxes, but in no event shall exceed CAD $25.000,00 (the “Limit”).
- Notwithstanding the provisions in section 3.1, in no event shall the Releasees be liable for any indirect or consequential loss claimed by the Client, including without limitation loss of profits, loss of business, loss of opportunity, loss of goodwill, or injury (whether physical, mental, or emotional).
- In no event shall the Releasees be liable under any claims for any loss or damage if the Client fails to report to CLV in writing of such loss or damage within two (2) weeks after discovery of the facts or actions alleged to justify the claim, the Client fails to allow CLV two (2) weeks to remedy such loss or damage upon receiving notice, or if a claim for such loss or damage has not been submitted to the appropriate judicial body within six (6) months of from which the invoice related to such loss or damage has been received by the Client.
- The Client shall indemnify and hold harmless the Releasees against any and all claims from any third party that
exceeds the Limit.
- For confidentiality purposes, CLV will not disclose any information contained in a Report with any individual or entity other than the Client. Should disclosure be required by law, the Client shall be solely responsible for reporting the necessary information to the appropriate authority.
- During the term of the engagement and for a period of one (1) year following the end of the engagement, the Client will not directly or indirectly entice, solicit, encourage, or make any offer of employment to any of CLV’s employees.
- The Client will not at any time use CLV’s corporate name or marks, whether registered or unregistered, for any purpose without the prior written consent of CLV.
- These terms and conditions shall not be waived or amended, and no statement that is any way contrary to any of these terms and conditions will be made, without the express written consent of the Board of Directors of CLV.
- If any one or more of these terms and conditions is found to be unenforceable for any reasons whatsoever, the
validity, legality, and enforceability of the remaining terms and conditions shall not be in any way affected or impaired.
- These terms and conditions shall be governed in accordance with the laws of the Province of British Columbia.