1.0 DEFINITIONS

1.1 "Groundwater" means Groundwater Analytical, Inc. and its employees, agents and representatives.
1.2 "Client" means the individual or entity who may request laboratory consulting or sampling services, and his or its successors, assigns and representatives.
1.3 "Acceptance" of a sample means the determination of Groundwater to proceed with work following receipt and inspection of such sample at the laboratory.
1.4 "Price Schedule" means Groundwater's standard price schedule as such document may be amended from time to time by Groundwater.
1.5 "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 Groundwater, as provided in Section 7.
1.6 "Results" means either data generated by Groundwater from the analysis of one or more samples, or the work product generated by Groundwater in the performance of consulting services.

2.0 WORK ORDER and ACCEPTANCE OF TERMS

2.1 Sample submission to Groundwater constitutes a work order, and the Client's express assent to be governed by these Terms and Conditions.
2.2 This work order may be cancelled by the Client only as agreed to by Groundwater, and upon payment of reasonable charges upon expenses already incurred and commitments made by Groundwater.
2.3 Only such work as specified in writing in the work order and/or chain of custody documentation shall be undertaken.
2.4 Groundwater reserves the right to refuse to proceed with work at any time in the event the Client does not pay its invoices in a satisfactory manner, or if the Client has an unfavorable credit report.

3.0 PAYMENT TERMS

3.1 Services performed by Groundwater will be in accordance with prices quoted and confirmed in writing, or as stated on the Price which is subject to change without notice. The Client should confirm with Groundwater the current price prior to placing an order for work.
3.2 Payment terms are net 30 days from the date of invoice by Groundwater. All overdue are subject to an additional interest and service charge of one and one-half percent (1.5%) per month or portion thereof until the date of payment. Payments shall be first applied to accrued interest, if any, and then to the overdue balance. All payments shall be made in United States currency.
3.3 Prices stated on the Price Schedule do not include any sales, use or other taxes, unless specifically stated. Such taxes, now or hereafter imposed, will be added invoice prices.
3.4 Groundwater may, at its election, extend credit to the Client upon receipt and review of adequate and other financial information. Groundwater reserves the right to decline credit, or the further extension of credit, if the Client has an unfavorable credit report, or does not pay its invoices in a satisfactory manner.

4.0 RECEIPT OF SAMPLES and DELIVERY OF SERVICES

4.1 Receipt of a sample by a Groundwater employed courier, or any other carrier does not constitute Acceptance under these Terms and Conditions.
4.2 Prior to Groundwater's Acceptance of any sample (or after any revocation of Acceptance), the entire risk of loss or damage to such sample will remain with the Client. In no event will Groundwater have any responsibility or liability for the action or inaction of any carrier shipping or delivering any sample to or from Groundwater's premises.
4.3 Sample containers, shipping coolers and other packaging and documentation materials provided to the Client by Groundwater remain the property of Groundwater. Such containers, coolers and materials are provided to the Client solely for use with Groundwater. Any other use is expressly prohibited.
4.4 The Client remains solely responsible for insuring that every sample is packaged, labeled and transported in compliance with all applicable laws. Groundwater does not represent or warrant that any sample container, packaging, shipping cooler or subsidized shipping service provided by Groundwater to the Client shall be suitable for the transportation of all or any samples. The suitability of a sample for transport remains the sole judgment of the Client.
4.5 Groundwater reserves the absolute right, exercisable at any time, to refuse to receive delivery of, to refuse to Accept, or to revoke Acceptance of any sample, which in the sole judgment of Groundwater, (1) is of unsuitable volume, (2) has been mishandled, or (3) may be or become unsuitable for, or may pose a risk in handling, transport or processing because of 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 Groundwater by the Client.
4.6 The Client shall retain title to and responsibility for all samples at all times. However, Groundwater is expressly authorized to consume, retain, or properly dispose of parts of samples and/or sample containers on behalf of the Client.
4.7 Where applicable, Groundwater will use analytical methodologies which are in substantial conformity with U.S. Environmental Protection Agency, state agency, American Society for Testing and Materials, Association of Official Analytical Chemists, Standard Methods for the Examination of Water and Wastewater, or other recognized methodologies. Groundwater 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 Groundwater, which deviations, if any, will be made on a basis consistent with recognized standards of the industry and/or Groundwater's Standard Operating Procedures.
4.8 All services will be performed in accordance with Groundwater's Quality Assurance/Quality Control (QA/QC) Program in effect at the time the services are performed. Samples selected for laboratory QA/QC are not project-specific unless arranged with Groundwater prior to sample receipt.
4.9 Groundwater offers two routine turnaround services: Standard and Priority Service. Standard turnaround is defined as ten (10) business days. Priority turnaround is defined as five (5) business days. A business day is defined as 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding legal holidays and the day after Thanksgiving. The date of sample receipt by Groundwater is counted as day zero (0) when calculating turnaround time.
4.10 Rush or emergency service must be prearranged with Groundwater prior to submittal of samples for analysis. Surcharges for rush or emergency service may be applied at Groundwater's election.
4.11 The offered turnaround times of Standard and Priority Service are estimated only, and are not guaranteed.
4.12 Upon timely delivery of samples, Groundwater will use its best efforts to comply with storage, processing and analytical holding time limits as set forth in applicable methodologies. However, such time limits cannot be guaranteed.
4.13 At Groundwater's sole election, verbal Results or written draft Results may be given prior to delivery of written final Results. Verbal or draft Results are tentative and are subject to confirmation or change based on Groundwater's normal quality assurance procedures.
4.14 Groundwater reserves the right to subcontract services ordered by the Client to another laboratory or laboratories if in Groundwater's sole judgment it is reasonably necessary, appropriate or advisable to do so. Groundwater will in no way be liable for any subcontracted services, except as specifically provided in Section 5.
4.15 Sample residuals are retained for two weeks after the Results are issued. Subsequently, they are returned to the Client, or disposed of by Groundwater. Should Groundwater so elect, the Client agrees to accept the return of sample residuals, or pay the disposal costs for such samples.

5.0 WARRANTIES, LIABILITY and INDEMNIFICATION

5.1. Groundwater warrants only that its services will fulfill obligations set forth in Sections 4.7 and 4.12. This warranty is the sole and exclusive warranty given by Groundwater in connection with any services performed by Groundwater, and Groundwater makes no other representation or warranty of any kind, express or implied. No representative of Groundwater is authorized to give or make any other representation or warranty or modify this warrant in any way.
5.2. The liability and obligations of Groundwater, and the remedies of the Client in connection with any services performed by Groundwater will be limited to repeating the services performed or, at the sole option of Groundwater, refunding in full or in part fees paid by the Client for such services. Groundwater's obligation to repeat any services with respect to any sample will be contingent on the Client providing, at the request of Groundwater and at the Client's expense, an additional sample if necessary. Any reanalysis generating Results consistent with the original Results will be at the Client's expense. Except as otherwise specifically provided herein, Groundwater 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 Groundwater's services or Results.
5.3. In no event shall Groundwater have any responsibility for liability to the Client for any failure or delay in performance by Groundwater which results, directly or indirectly, in whole or in part, from any cause or circumstance beyond the reasonable control of Groundwater. Such causes and circumstances shall include, but not be limited to, acts of God, acts of the Client, acts or orders of any governmental authority, strikes or other labor disputes, natural disasters, adverse weather, fire, explosions, accidents, wars, civil disturbances, difficulties or delays in transportation, mail or delivery services, inability to obtain from Groundwater's usual sources, sufficient services or supplies, or any other cause beyond Groundwater's reasonable control.
5.4. All results provided by Groundwater are strictly for the use of the Client. Groundwater is in no way responsible for any use of such Results by Clients or third parties. All Results should be considered in their entirety, and Groundwater is in no way responsible for the separation, detachment, or other use of any portion of the Results.
5.5. The Client represents and warrants that any sample delivered to Groundwater will be preceded or accompanied by complete written disclosure of the presence of any hazardous substances known or suspected by the Client. The Client further warrants that any sample containing any hazardous substance which is to be delivered to Groundwater's premises, by means of sample containers, packaging, shipping coolers and subsidized shipping services provided by Groundwater or otherwise, will be packaged, labeled, transported and delivered properly and in accordance with applicable laws.
5.6. The Client shall indemnify and hold harmless Groundwater 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 to a third party) arising out of (1) the presence of hazardous substances in any sample of the Client regardless of the Client's compliance with paragraph 5.5 hereof, (2) accidents occurring during the transport of any sample of the Client, (3) events or delays caused by the Client or otherwise beyond Groundwater's control, or (4) negligence by the Client in the use, evaluation, or application of Results provided by Groundwater.

6.0 ENTIRETY OF AGREEMENT and SEVERABILITY

6.1 These Terms and Conditions, together with any additions or revisions which may be agreed to in writing by Groundwater as provided in Section 7, embody the whole agreement of the parties. There are no promises, terms, conditions, understandings, obligations or agreements other than those contained herein, unless made in accordance with Section 7. These Terms and Conditions shall supersede all previous communications, representations or agreements, either verbal or written, between the Client and Groundwater. Groundwater expressly rejects all additional, inconsistent or conflicting terms, whether printed or otherwise set forth in any purchase order or other communication from the Client to Groundwater.
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.

7.0 AMENDMENTS and WAIVERS

7.1 Groundwater shall not be subject to or bound by any provision, term or condition which is in addition to or inconsistent or conflicting with these Terms and Conditions. Groundwater shall not be deemed to have amended or waived any provision, term or condition, or to have given any required consent or approval, or to have waived any breach by the Client of any of these Terms and Conditions, unless specifically set forth in writing and executed on behalf of Groundwater by a duly authorized officer. No other employee, agent or representative of Groundwater 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 Groundwater shall not be bound by any such purported addition, deletion, alteration, variation, consent, approval or waiver.
7.2 No waiver by Groundwater of any provision, term or condition hereof or of any breach by or obligation of the Client hereunder shall constitute a waiver of such provision, term or condition of any other occasion or a waiver of any other breach by or obligation of the client.

8.0 ATTORNEY FEES

8.1 In the event Groundwater shall have successfully sought to enforce these Terms and Conditions, including nonpayment of invoices, or to enjoin a Client from violating these Terms and Conditions, Groundwater shall be entitled to recover reasonable legal fees, costs and expenses for bringing and maintaining any such action.

9.0 GOVERNING LAW

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 Commonwealth of Massachusetts.