General Terms & Conditions

1. Purpose, Scope & Formation of the Agreement

These Terms and Conditions apply to all analytical, consulting, sampling and related services performed by American Analytical ("the Laboratory") for any client ("the Client"), including environmental, drinking water, healthcare, industrial hygiene, food safety and specialty analytical testing. In the absence of a separately negotiated written contract, the Client accepts these Terms and agrees to be bound by them by any of the following:

• Submitting samples to the Laboratory, or delivery of the Client's samples to a Laboratory location.
• Signing a chain of custody form.
• Accepting these Terms in the Client Portal.
• Accepting a quotation or price schedule.
• Issuing a purchase order for services.

No term or condition in a Client purchase order, portal submission, or other Client document that conflicts with or adds to these Terms forms part of the agreement unless the Laboratory accepts it in a signed writing. Where the Laboratory and the Client have executed a separately negotiated contract, that contract governs to the extent it conflicts with these Terms.

2. Orders, Sample Receipt & Sample Acceptance

An order must carry enough specification for the Laboratory to carry out the Client's requirements. Samples must be accompanied by adequate instruction on the analyses requested and by complete written disclosure of any known or suspected hazardous substance, as defined by applicable federal or state law.

• Sample Acceptance. Turnaround time is calculated from the point at which the Laboratory has received and inspected the samples, resolved any chain of custody discrepancy, and confirmed that it can proceed with the defined work. That point is called Sample Acceptance.
• Undisclosed hazards. Where the Client fails to disclose a known or suspected hazardous substance, and that failure interrupts laboratory work or contaminates instruments or work areas, the Client is responsible for the resulting cleanup, decontamination and recovery costs.
• Right to refuse. The Laboratory may refuse or revoke Sample Acceptance for any sample that is of unsuitable volume or condition, that presents a health, safety or environmental risk whether or not disclosed, or whose holding time cannot be met.
• Risk of loss. Until Sample Acceptance the risk of loss of or damage to samples remains with the Client, except where the Laboratory provides the courier service. The Laboratory is not responsible for the acts or omissions of any third-party carrier delivering samples to or from its premises.
• Packaging and transport. The Client is responsible for ensuring that every sample is properly packaged, labeled, preserved, transported and delivered in accordance with applicable law.
• Processing on receipt. The Laboratory may begin preparation and analysis on receipt unless the Client instructs otherwise in writing before the samples arrive. The Laboratory is not responsible for missed holding times, missed turnaround times or resampling costs where samples are released from hold with less than 48 hours, or one half of the holding time for the requested test, remaining, whichever is less.
• Advance notice. Where possible the Client gives one week's notice of the sample delivery schedule and of any change to it. Rush turnaround that was not agreed in advance of delivery is not guaranteed.

3. Payment Policy

Payment is due at the time of sample submission for clients without an established account. Accepted payment methods include cash, check, money order, VISA, and MasterCard. Payments made with a Purchase Order (PO) require completion of an Application for Credit, approved prior to submission. For established accounts, terms are net 10 days. A finance charge of 1.5% per month, or the maximum rate permitted by law if that is lower, applies to past-due balances. Credit card transactions are subject to a 3.75% processing fee.

• Quoted prices do not include sales or transaction privilege tax. Applicable tax is added to invoices where required by law.
• A request to correct an invoice must be made within 60 days of the invoice date.
• Payment is made without retainage and is not contingent on the Client receiving funds from any third party.
• The Laboratory will not bill a third party without a statement, signed by that third party, accepting responsibility for payment under these Terms.
• Where the Client fails to pay on time, the Laboratory may suspend work, withhold reports and data, withdraw compliance certifications, and pursue every other available remedy, without recourse.
• The Client is responsible for the reasonable costs of collection, including attorney and arbitrator fees.
• The Laboratory may decline to begin or to continue work on the basis of an unfavorable credit report.

4. Pricing, Discounts, Surcharges, & Fees

American Analytical offers discounted pricing for clients requiring long-term analytical services or those with substantial project volumes. Pricing is based on the proposed volume of work. Quoted pricing is subject to change if significantly fewer samples are submitted. The minimum invoice amount is $250 for clients without an established account and $40 for established clients with annual sales below $5,000. Signing the chain of custody, or accepting these Terms in the Client Portal, signifies acceptance of quoted pricing and of these Terms.

5. Other Services & Fees

Additional laboratory fees and services may apply as follows:

• Cancellation Fee: Based on analysis status — Received (25%), Prepped/Batched/Leached (50%), Analyzed (95%), Reviewed (100%).
• Composite Fee: $10 per sample location or time period.
• Consultation/Data Interpretation: $85/hour.
• Container Return Fee: $1 per container (over ten unused containers).
• Courier Wait Time (beyond ten minutes): $20.
• Glass Fiber Filtration (Dissolved): $10 per method.
• Historical Data Retrieval: $100/hour.
• Metals Digestion (for turbid samples >1 NTU): $20/sample.
• Reanalysis Fee: List price if the original result is confirmed.
• Report Hard Copy/Fax Fee: $5 per copy.
• Report Revision Fee: $25 per report.

6. Sample Collection Policy

American Analytical provides on-site sample collection services within the Phoenix and Tucson metropolitan areas by appointment. A minimum of 48 hours' notice is required to schedule collections. Sample collection services are billed based on technician time and mileage. Standard rates apply during normal business hours; additional charges may apply for after-hours, weekend, or same-day requests. Clients outside the Phoenix and Tucson areas may arrange for on-site collection subject to travel availability and associated costs. All samples must be properly labeled, preserved, and documented on the chain of custody form at the time of collection.

Collection schedule. The Laboratory does not collect samples on Fridays, and Thursday collections are scheduled for the morning only, up to 12:00 PM. Samples collected later than that reach the Laboratory with no working day left before the weekend and would exceed their holding time before analysis could begin. Saturday and Sunday collections remain available by prior arrangement at the weekend rate, because a weekend collection is scheduled against Laboratory staff who are present to receive it.

7. Courier Services

American Analytical provides courier services within the Phoenix and Tucson metropolitan areas by appointment. A minimum of 48 hours' notice is required to schedule pick-ups. Courier services are billed based on technician time and mileage. Standard rates apply during normal business hours; additional charges may apply for after-hours, weekend, or same-day requests.

Pick-up schedule. Courier pick-ups follow the same schedule as Laboratory collections: none on Fridays, Thursdays morning only up to 12:00 PM, and Saturday or Sunday by prior arrangement at the weekend rate. A pick-up requested outside that schedule is not accepted online and must be arranged with a Project Manager.

8. Supplies

The Laboratory provides pre-preserved sample containers, coolers, and chain of custody forms. Wet or cubed ice is recommended to maintain proper temperature during transport. Supplies can be ordered with 24-hour notice through a Project Manager.

9. Turnaround Time (TAT)

American Analytical's standard turnaround time is 7–14 business days for in-house analyses and 10–15 business days for subcontracted analyses. Subcontractors may require up to 20 business days. Turnaround time runs from Sample Acceptance as defined in Orders, Sample Receipt & Sample Acceptance; samples accepted after noon begin the count on the following business day. Rush services are available upon request and approval, subject to the following surcharges:

• 1 business day: +200%
• 2 business days: +100%
• 3 business days: +75%
• 4 business days: +65%
• 5 business days: +50%
• 6 business days: +25%

If a sample is turbid (>1 NTU), allow one additional business day for required metals digestion. Rush turnaround not requested and agreed before delivery is not guaranteed.

10. Changes to Scope, Suspension & Termination

Either party may propose a change to the scope of work, the price, or the result delivery date after Sample Acceptance. The Laboratory does not proceed with a proposed change until the parties agree in writing on its effect on cost, schedule and technical approach.

• The Laboratory may propose a change where a sample condition conflicts with the analytical, quality assurance or other protocols described in these Terms.
• The Client may propose a change, including increasing or decreasing the work, changing a test or analysis specification, or accelerating performance. The Laboratory's acceptance is subject to technical feasibility and laboratory capacity, and may change cost and turnaround time.
• The Client may suspend or terminate all or any part of the work on thirty (30) days' written notice.
• On suspension or termination the Laboratory completes work in progress and is paid in full for all work completed and all costs incurred, together with a reasonable profit margin, whether or not a final or partial report is issued.
• Cancellation charges are applied by analysis status as set out in Other Services & Fees.

11. Analytical Methods, Quality Systems & Project Plans

The Laboratory uses appropriate and approved analytical methods, referenced in its Laboratory Quality Manual and documented in Standard Operating Procedures.

• The Laboratory may deviate from a referenced method where the nature or composition of a sample requires it. Any deviation is made consistently with recognized standards of the industry and with the Laboratory Quality Manual, and is disclosed in the report.
• The Client may request that work be performed under a mutually agreed Quality Assurance Project Plan. Where samples arrive before such a plan is agreed, the Laboratory proceeds under its standard Quality Manual then in effect.
• The Laboratory is not responsible for resampling or other charges where work must be repeated to comply with a project plan finalized after the samples were accepted.
• The Laboratory begins preparation and analysis within holding times provided that Sample Acceptance occurs within 48 hours of collection, or within one half of the holding time for the requested test, whichever is less. Where inconsistencies are not resolved within that period, the Laboratory uses its best efforts to meet holding times and proceeds with the work provided that, in its judgment, the chain of custody and the defined scope give sufficient guidance.
• Reanalysis performed to comply with the Laboratory Quality Manual is deemed to have met holding times, provided the initial analysis was performed within the applicable holding time.
• Where reanalysis demonstrates that sample matrix interference caused a failure to meet a Quality Manual requirement, the Laboratory's warranty is deemed to have been met.

12. Analytical and Sampling Notes

• Metals digestion is required if turbidity exceeds 1 NTU.
• If Gross Alpha exceeds 5 pCi/L, Radium-226 and -228 are required; if >15 pCi/L, Uranium is required.
• Travel blanks must accompany VOC samples and will only be analyzed if detection occurs.
• Low-level Mercury (EPA 1631E) requires a field blank.
• Field readings (pH, temperature, chlorine) should be provided if to be used in Langlier Index calculations.
• Samples must meet holding time and temperature requirements.

13. Subcontracting & Laboratory Location

To meet analytical needs, American Analytical may subcontract specific analyses to ISO 17025 or ADHS-certified laboratories. Subcontracted work will be identified in final reports. Liability for subcontracted services is limited to that assumed by the subcontractor.

• The Laboratory may perform the services at any of its own locations. Where the Client has requested a particular location and operational constraints require the work to be performed elsewhere, the Laboratory informs the Client.
• The Laboratory may subcontract ordered services where, in its judgment, doing so is reasonably necessary or appropriate.

14. Results, Data Access, Deliverables & Confidentiality

Clients with active accounts may access results 24/7 via the Client Portal at https://portal.aatls.com. Drinking water compliance results can be uploaded to the Compliance Monitoring Data Portal when designated as compliance samples. Data can be delivered in PDF, Excel, or Access format. Custom EDDs are available for an additional fee.

• Data generated by the services becomes the Client's property only on receipt in full by the Laboratory of payment for the entire order.
• The Laboratory retains ownership of its analytical methods, quality control protocols, software and equipment developed for the performance of work. The Client does not disclose that information to any third party without the Laboratory's prior written consent.
• The Laboratory holds Client data and sample materials in confidence, except where the information is in the public domain or generally available, where the Client has failed to pay for services rendered or is otherwise in breach of these Terms, or where disclosure is required by law or legal process, by an accrediting body, or by the regulatory program under which the samples were submitted as compliance samples.
• A report may only be reproduced in full. Reproduction in part requires the Laboratory's written approval.
• Where results are used by the Client or the Client's own client and are afterwards determined not to meet the warranties in these Terms, compensation is adjusted by mutual agreement. The Client does not unreasonably withhold the Laboratory's right to independently defend its data.

15. Sample Retention, Storage & Disposal

The Client elects the disposition of its samples on the chain of custody form: return to the Client, disposal by the Laboratory, or archive for a stated period.

• Where no election is made, the Laboratory disposes of non-hazardous samples, extracts and digestates 30 days after the final analytical report is issued, in a manner consistent with applicable federal, state and local requirements.
• Disposal charges are billed to the Client. Where samples are returned instead, the cost of return shipping is billed to the Client.
• Longer storage may be requested and is accommodated where space allows, for an additional charge.
• Samples for projects that are cancelled or not accepted, and samples for which return was requested, are returned to the Client at the Client's expense.
• The Laboratory may return any sample, or unused portion of a sample, that falls outside its permitted capability or the capability of its waste disposal vendors.
• ALL RADIOACTIVE, MIXED WASTE AND DIOXIN SAMPLES ARE RETURNED TO THE CLIENT unless arrangements for disposal are made in advance.

16. Records Retention & Legal Process

Unless a different period is agreed in an order under these Terms, the Laboratory retains analytical records for five (5) years, and for any longer period required by its accreditations or by applicable regulation.

• Where the Laboratory is required to respond to legal process related to services performed for the Client, the Client reimburses the Laboratory for the hourly charges of the personnel involved, for attorney fees reasonably incurred in obtaining advice on the response, and for preparation to testify, appearances, travel and all reasonable associated expenses.
• Consulting beyond that normally associated with a laboratory report is billed at the rates then in effect, as set out in Other Services & Fees.

17. Insurance

During the performance of services under these Terms the Laboratory maintains in force Workers' Compensation and Employer's Liability insurance in accordance with the laws of the states having jurisdiction over its employees engaged in the work, together with Commercial General and Contractual Liability, Automobile Liability covering owned and hired vehicles, Professional Liability, and Pollution Liability coverage. A certificate of insurance stating the limits then in force is furnished to the Client on request.

• Where a Client requires particular limits, endorsements, or additional insured status, those requirements must be stated to the Laboratory in writing before Sample Acceptance. The Laboratory is not bound by an insurance requirement contained in a Client document that it has not accepted in writing.

18. Warranties, Limitation of Liability & Indemnification

The Laboratory warrants that it performs its services with the degree of skill and care ordinarily exercised by professional analytical laboratories performing similar services under similar conditions. This warranty is exclusive and is given in place of all other warranties, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose.

• The Laboratory warrants that it holds and maintains the licenses and certifications required to perform the services, provided those requirements are specified to the Laboratory in writing before Sample Acceptance. The Laboratory notifies the Client in writing of any decertification or revocation, or notice of either, that affects work in progress.
• THE WARRANTIES IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY THE LABORATORY. NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, IS GIVEN OR MADE. No employee or representative of the Laboratory is authorized to give any other representation or warranty, or to modify this warranty in any way.
• The Client's sole and exclusive remedy for breach of warranty is repetition of the services performed, contingent on the Client providing additional samples at its own expense where the Laboratory requests them. Reanalysis requested by the Client that produces results consistent with the original results is at the Client's expense. Where resampling is necessary, the Laboratory's liability for resampling cost is limited to the actual cost or one hundred and fifty dollars ($150) per sample, whichever is less.
• The Laboratory's total liability arising out of or relating to the services, on any theory of liability including contract, tort, warranty and negligence, is limited to the cost of the analytical service giving rise to the claim.
• The Laboratory is not liable for consequential, incidental, indirect, special, exemplary or punitive damages, including loss of profit, loss of use, and the cost of any remedial or regulatory action.
• These limitations, and any release or indemnity in these Terms, apply notwithstanding the fault, negligence or strict liability of the party protected, except to the extent of that party's sole negligence or willful misconduct.
• The Client indemnifies the Laboratory against claims, damages and costs arising from the Client's failure to disclose a hazardous substance, from the Client's handling, packaging or transport of samples, and from the Client's use of or reliance on results beyond the scope of the services ordered.
• Results relate only to the samples as received. The Laboratory is not responsible for the Client's sampling design, sampling technique, or the representativeness of samples it did not collect.
• A claim must be made in writing within sixty (60) days of the date of the report to which it relates, and every claim, including one founded in negligence, is waived unless suit on it is filed within one (1) year after the Laboratory completes the services.
• A claim that requires examination or reanalysis of the original sample must be made while that sample is still held under Sample Retention, Storage & Disposal. Once a sample has been disposed of, the remedy is limited to repeat analysis on a further sample supplied by the Client. A Client who expects to need the original sample should request extended storage at the time of submission.
• Liability for subcontracted analyses is limited to the liability assumed by the subcontractor.
• The obligations, liabilities and remedies in these Terms are exclusive and are given in place of any others available at law or in equity.

19. General Provisions

The following provisions apply to these Terms and to any transaction or agreement to which they apply:

• Entire agreement. These Terms, together with the related quotation or price schedule, are the entire agreement between the parties and supersede all previous communications, representations and agreements, whether spoken or written.
• Severability. If any provision is held invalid or unenforceable, in whole or in part, the remainder of these Terms continues in effect, the intent of the parties being that the provisions are severable.
• Waiver. A failure to enforce any provision is not a waiver of that provision, of any later breach, or of any other obligation.
• Headings. Section headings are for convenient reference only and do not define, limit or affect interpretation.
• Assignment. Neither party may assign the agreement without the written consent of the other, which is not unreasonably withheld.
• Governing law and venue. These Terms are governed by the laws of the State of Arizona, without regard to its conflict of law rules, with venue in Pima County, Arizona.
• Force majeure. Neither party is responsible for any failure or delay in performance resulting, directly or indirectly, in whole or in part, from any cause beyond its reasonable control. Such causes include acts of God, acts of the Client, acts or orders of any governmental authority, strikes and other labor disputes, natural disasters, accidents, war, civil disturbance, epidemic, equipment breakdown, matrix interference or unknown highly contaminated samples that impair instrument operation, unavailability of supplies from usual suppliers, utility or network failure, and difficulty or delay in transportation, mail or delivery services.
• Notices. Written notice is given to the addresses shown on the quotation or on the account record, and is effective on receipt.

20. Acceptance of These Terms

The Client acknowledges and accepts these Terms and Conditions. Acceptance occurs by submitting samples, by signing a chain of custody form, by accepting these Terms in the Client Portal, by accepting a quotation, or by issuing a purchase order for services. Acceptance is recorded against the version of these Terms in force at the time it is given, and a new version is presented for acceptance whenever these Terms change.