The following terms and conditions apply to the Services to be provided by Bureau Veritas Canada (2019) Inc. (“Bureau Veritas”). For the purposes of this document “Services” includes the services provided by Bureau Veritas as described or reported on the preceding pages, and includes all related services and reporting thereon. In the event of a conflict between these and any other terms and conditions contained in any purchase order or other documentation relating to the Services not specifically agreed to in writing by Bureau Veritas, these terms and conditions shall govern.

1. Scope

The analysis detailed in this document is intended to assist you, the Client, in your efforts and responsibility to produce safe food. The analysis may be for contaminants or adulterants that are known to be or may potentially be harmful, or that may impact on the quality or desired characteristics of the product. The results are representative of the samples at the time and condition of submission, and as determined by the indicated method(s). Any inference as to their applicability to any particular product, production lot, intermediate, ingredient or facility should be made by an individual with relevant expertise, based on an understanding of the product and the suitability of the sampling protocol.

2. Confidentiality

All results and information obtained by Bureau Veritas will be held in strict confidence unless (i) the Client directs otherwise in writing, (ii) any disclosed information is at the time of its disclosure or subsequently become generally available to the public without breach of any confidentiality agreement by Bureau Veritas, or (iii) disclosure is compelled by law, in which event Bureau Veritas will use commercially reasonable efforts to give Client prior written notice of any disclosure to be made, and at Client’s expense, Bureau Veritas shall cooperate fully with Client to obtain protective orders, confidential treatment or other such protective action as may be available to preserve the confidentiality of the information required to be disclosed.

3. Samples

  1. Samples which are suspected to be hazardous must be clearly marked as such prior to submission to the laboratory. These samples may be returned to the Client or disposed of by Bureau Veritas at additional cost to Client.
  2. Bureau Veritas will retain Chemistry samples for a minimum of 30 days and Microbiology samples for a minimum of 13 days from receipt for no additional cost. Longer storage periods are available upon request, but additional charges may apply. Bureau Veritas reserves the right to return unused portions of samples to the Client, at the Client’s expense.
  3. Bureau Veritas will safely dispose of any unused samples in accordance with local environmental regulations. A disposal fee may apply.
  4. Bureau Veritas reserves the right to analyze customer samples without consent as part of QA/QC procedures.
  5. Chain of Custody forms (“COC”) will be provided and must accompany samples to document the transfer of samples from the field to the laboratory. Complete instructions as to analysis and reporting requirements are to be included. A signed COC provides authorization from the Client to Bureau Veritas to proceed with the testing under our standard terms and conditions. Failure to sign the COC may result in delays of turnaround time or processing samples, or refusal to accept samples.
  6. Bureau Veritas assumes no responsibility for samples or sampling supplies that are lost or delayed as a result of independent third party couriers.

4. Payment Terms

  1. Published prices for analytical services may be subject to change without prior notice.
  2. A minimum charge may be applied to analytical submissions to cover the cost of containers, shipping and project management expenses.
  3. Payment terms are net 30 days, a 1.5% service charge per month on overdue accounts. Purchase order, cheque or credit application may be required before work commences. Accounts overdue by 90 days or more may be referred to a collection agency. Bureau Veritas reserves the right to withhold data or refuse samples on overdue accounts.
  4. Bureau Veritas requires a credit application to be completed to set up an account, and updated credit information provided on an annual or as requested basis. Based on the result of the credit application an appropriate credit limit will be established. Bureau Veritas reserves the right to withhold data or refuse samples once this limit has been reached.

5. Insurance

Proof of insurance is available upon request.

6. Liability

Bureau Veritas’ sole responsibility is to perform its Services in accordance with commonly accepted professional standards using accepted, and where applicable, accredited testing methodologies and procedures, unless lesser standards or methods are prescribed by the Client. Bureau Veritas’ liability in connection with the performance or non-performance of Services is to the Client only, and does not extend to the Client’s or Bureau Veritas’ successors, assigns, associates, affiliates, officers, employees, directors, contractors, customers or to any other third party, and is limited to the actual cost of the specific analysis included in the Services. Bureau Veritas has no liability whatsoever for indirect, consequential, exemplary, incidental, special or punitive damages including lost profits, even if Bureau Veritas has been advised of the possibility of such damages. Except as aforesaid, Bureau Veritas disclaims all warranties, express or implied, including without limitation any warranties of merchantability or fitness for a particular purpose. The Client agrees to indemnify and hold Bureau Veritas harmless from all claims, damages and losses including the cost of defence in connection with or arising out of performance of the Services, except only as aforesaid.

7. Deliverables

Bureau Veritas shall not be responsible for any loss, liability, damage, expense or cost arising from any use of Bureau Veritas’ analyses, reports, certifications, advice or reliance upon Bureau Veritas’ Services, which is contrary to, or inconsistent with, or beyond the provisions and purposes set forth therein or included in these Terms and Conditions. Client understands and agrees that Bureau Veritas’ analyses, reports, certifications and services shall be used solely by the Client, and only the Client is allowed to rely on such work product. If the Client re-uses, modifies or a third party relies on the services, analyses, reports or certifications without Bureau Veritas’ written permission, then Client agrees to defend and indemnify Bureau Veritas from any claims or actions that are brought and any costs, damages, expenses or liabilities, including reasonable attorneys’ fees, arising out of or related to such reliance or such re-use or modification.

8. Cause of Action

Any cause of action brought against Bureau Veritas shall be brought within one (1) year of the work or services performed under this Agreement.

9. Prevailing Party

In all disputes arising under this Agreement, the parties agree that the prevailing party shall be entitled to recover its reasonable attorney’s fees, court costs and other legal expenses from the other party.

10. Non-Exclusivity

Nothing herein is intended nor shall be construed as creating any exclusive arrangement between Bureau Veritas and Client. This agreement shall not restrict either Bureau Veritas or Client from acquiring or providing similar, equal or services from or to other entities or sources.

11. Compliance with Laws

Bureau Veritas shall use the standard of care in its profession to comply with all applicable Federal, State and local laws, codes, ordinance and regulations in effect as of the date services provided.

12. Waiver.

No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province in which the Services are performed.