Terms and Conditions
Please review the list of Terms and Conditions (below) relating to the services provided by Elliott Laboratories. Don't hesitate to contact us if you have any questions about this document. You can call us at 408-245-7800 or send an email to info@elliottlabs.com.
Summary of Terms
For your convenience, here is a summary of some terms to which you may want to pay particular attention, however, Elliott is not implying that the items in this excerpted list have more significance than any other term or condition in the subsequent comprehensive list:
- Elliott will initiate services after receipt of a signed Project Proposal and Purchase Order. If neither is received within three days of the scheduled services start date, Elliott will fax or email the client describing the requested services - lack of client response indicates acceptance.
- Some tests and safety projects have a specific minimum billing regardless of the actual time reserved.
- Client shall be invoiced for a minimum of 100% of the reserved test session starting at the beginning of the test session.
- Test sessions are booked in 4 and 8-hour blocks unless otherwise specifically called out in the Project Proposal.
- The minimum Client purchase order shall be for 2 hours.
- Elliott shall bill all expenses to Client with a 15% surcharge and such expenses are not generally included in a Project Proposal.
- A minimum prior cancellation notice of two business days, Monday-Friday, 8AM-5PM, is required. Client will be charged 75% for cancellations less than two days prior to a test session. Client will be charged 100% for cancellations within one business day of a test session or a "no-show," or a test failure.
- Reports cannot be cancelled once work has begun.
- Client agrees to pay hiring fee if they hire Elliott employees.
- Client acknowledges that certain tests performed by Elliott Laboratories may be destructive in nature. Client will hold Elliott Laboratories harmless for any damage done to its equipment during testing or storage.
- Elliott Laboratories affirms that all work performed for formal certification, accompanied by an accredited certification report, will be done in accordance with all relevant ISO 17025 requirements for standards within Elliott's accredited scope. However, testing performed by Elliott Laboratories for other purposes (such as engineering evaluations, preliminary testing, debug testing, etc) may be performed in accordance with selected ISO 17025 requirements to offer Elliott's clients a more cost-effective and less time-consuming process. By contracting Elliott to perform such services, our clients overtly acknowledge and accept that work performed for purposes other than formal certifications may adhere only to selected requirements of ISO 17025. Additionally, some work performed by Elliott's subcontractors may not be performed in accordance with all A2LA or ISO 17025 requirements and would therefore be offered as non-accredited services. It is the client’s responsibility to confirm whether or not subcontracted work will be required to be in accordance with any specific accreditation requirement before work commences, otherwise non-accredited subcontracted services will be quoted and delivered. Contracting with Elliott to provide such subcontracted services constitutes acknowledgment and acceptance of these conditions.
1. Acceptance. No acknowledgment, delivery receipt, purchase order, invoice, or other document forwarded by Client to Elliott after the date of the Project Proposal to which these terms and conditions apply, containing terms or conditions other than those specified herein shall be binding on Elliott. These terms and conditions shall become a binding contract upon Client's acceptance by any lawful means, including but not limited to (i) Client's written acceptance on the front side hereof or otherwise, (ii) timely delivery of the services to be provided hereunder; (iii) beginning of requested performance, or (iv) payment by Client for the services to be rendered by Elliott hereunder. These terms and conditions constitute the entire agreement between the parties and shall not be affected in any way (including, without limitation, trade usage, past practice and/or prior agreement or dealings) not expressly set forth herein.
2. Services. Elliott will use its best commercial efforts to furnish the specific services requested by Client described in the Project Proposal in accordance with the terms and fee and expense schedule therein. Elliott will initiate the performance of the requested services upon receipt of a signed Project Proposal describing such services and a purchase order by Client for the total amount indicated in the Project Proposal. If Elliott has not received a purchase order or a signed Project Proposal within 72 hours of the time the requested work is scheduled to begin, Elliott will notify Client in writing by fax or email of its understanding of the requested services. Unless Client responds otherwise, Client agrees that the information in the written notice is accurate and complete and commits to pay the resulting fees.
3. Payment. In consideration of the services provided by Elliott to Client hereunder, Client shall pay the amounts invoiced by Elliott in accordance with the fee and expense schedule set forth in the Project Proposal and Section 4 herein, within 10 days after Client receives an invoice from Elliott for such services. Client hereby agrees that invoicing by Elliott need not be related to any agency progress or approval with respect to Client's product(s). In the event that any payment due hereunder is not paid to Elliott within (30) thirty days after such payment is due, interest shall be due and payable thereon at the rate of one and one half percent (1-1/2%) per month.
4. Fees and Expenses. Client hereby acknowledges and agrees that: (a) Elliott's services are not provided at a fixed price and; (b) any cost estimates provided by Elliott to Client are for budgetary purposes only and such estimates do not include any agency application fees, unless otherwise expressly provided in the Project Proposal. Client further acknowledges and agrees to the following:
(a) Fees: (i) Client shall pay for any time spent by Elliott to set-up and break-down equipment at the Client site and/or Elliott's premises; (ii) Some tests and safety projects are stipulated to have a specific minimum billing regardless of the actual time reserved; (iii) Client shall pay for long distance travel by Elliott for one direction and shall pay for local travel by Elliott for both directions; (iv) For a reserved test session, Client shall be invoiced for 100% of the reserved test session starting at the beginning of the test session. Test sessions are booked in 2, 4 and 8 hour blocks, except for Open Area test sites during weekdays, which are booked in 8 hour blocks, or unless otherwise specifically called out in the Project Proposal; (v) The minimum Client purchase order shall be for two (2) hours; (vi) Elliott may at its discretion require a deposit from Client prior to Elliott's initiation of services; (vii) If a test is scheduled across multiple shifts (non-continuous times, or more than 8 hours), then cancellation charges (see section 5 below) and minimum billing are to be assessed for each scheduled portion of the test. (viii) After the minimum billing requirement is met, services provided by Elliott to Client will be billed to Client at the rates set forth by Elliott for the actual time spent by Elliott on such services. Billing occurs every two weeks and does not necessarily follow agency or project completion; and (ix) Safety project(s) expedite fees start at 30% of total project cost and are quoted on a case by case basis.
(b) Expenses: (i) All expenses, including but not limited to expenses relating to telephone, fax transmission, air fare, supplies, postage, shipping and handling, transit insurance, agency standards, outside facilities, hotel and meals, equipment rental, shall be billed by Elliott to Client with a fifteen percent (15%) surcharge and such expenses are not generally included in a Project Proposal, unless otherwise expressly provided therein; and (ii) Client shall be invoiced for mileage at the IRS approved rate.
5. Cancellation And No Shows. In the event that Client desires to cancel a test session, a minimum prior cancellation notice of two business days, Monday-Friday from 8AM to 5PM, shall be required. Client cancellations less than two days prior to a test session will be assessed a 75% cancellation charge. Cancellations the same day as the test session, "no-shows", sessions scheduled with no product tested, and test failures will be assessed for 100% of the time booked in the scheduled test session. For purposes of this Agreement, Client's failure to arrive by the end of the first scheduled hour of a test session will be deemed a "no show" unless prior arrangements have been made. In the event that Client desires to cancel a product safety test session with a certifying agency, a minimum prior cancellation notice of three business days, Monday-Friday, shall be required. Client cancellations two days prior to a safety test session will be assessed a four hour cancel lation fee. Reports cannot be canceled once work has begun. Reports placed on hold by a client (either directly or indirectly by a delay in providing information necessary to complete a report) will be invoiced at 50%, 75%, or 100% based upon the amount of work completed when the report is placed on hold.
6. Unattended Testing. Client may attend any testing session by Elliott of Client's products, as long as a government regulation does not prevent it. Client hereby agrees that Elliott may perform testing on any Client product or equipment unattended by any Client representative. In the event that Elliott performs testing unattended by a Client representative, Client shall provide Elliott with complete instructions regarding the operation of any Client product or equipment to be tested by Elliott.
7. Warranty. Elliott makes no express or implied warranties of any kind with respect to: (a) the services furnished by Elliott hereunder and expressly disclaims the same; and (b) the safety or EMC compliance of Client's product(s).
Client is hereby advised that parts such as ferrites, discrete decoupling components, filters, gaskets etc., are provided as a convenience to Client during prototype testing. No warranty regarding the actual characteristics of such parts is provided by Elliott. It is Client's responsibility to obtain similar components through the Client's Quality Assurance System, then verify the pertinent characteristics of such components as they apply to Client's product(s). Elliott further suggests that Client retest at Elliott, a fully manufactured unit, with any changes and added components representative of Client's typical manufacturing and Quality Assurance Processes.
8. Reselling Product Samples. Client is hereby advised, that in Elliott's opinion, Client equipment that is provided for susceptibility or product safety testing at Elliott should not subsequently be sold or used in reliability studies due to the likelihood of damage that may have occurred during testing.
9. Client Equipment, Reports, Product Information. Any Client equipment, product or any part thereof, left at Elliott's facilities may be disposed of by Elliott thirty (30) days after Elliott provides written notice to Client regarding such disposition. The Client may be charged for disposal of the equipment. Reports and Client information will be retained for a period of seven years from date of publication, unless otherwise specified in writing. It is Elliott's policy to strongly suggest that the client verify the integrity and condition of any expensive equipment (over $20,000) prior to testing, following shipment to Elliott.
10. Non-Disclosure. Elliott shall use reasonable efforts to maintain Client information in confidence. Upon the request by Client, Elliott may at its discretion: (a) execute an appropriate Non-Disclosure Agreement between Elliott and Client; or (b) make reasonable arrangements to preclude the observation of Elliott's testing by unauthorized individuals.
11. Security of Electronically Transmitted Documents. Unless otherwise specified by the client in writing, Elliott will follow the guidelines as set forth in its Quality System documentation to provide for the confidentiality and security of its clients' interests when processing, transmitting, handling, and delivering documents to clients. Elliott's Quality System may be reviewed by contacting Elliott's Director of Quality Assurance.
12. Indemnification/Liability. Client agrees to indemnify, hold harmless and defend Elliott, its officers, directors, employees and agents, from and against any and all claims, demands, actions, suits, proceedings, costs, expenses, damages and liabilities, including attorneys' fees arising out of, in connection with, or resulting from any Client's products ("Claim(s)"); provided however, that Client shall not be obligated hereunder to indemnify, hold harmless or defend Elliott from Claims directly resulting from Elliott's willful misconduct or gross negligence. Client's obligations under this Section 13 shall survive the expiration or termination of this Agreement.
Elliott shall have no liability to Client for any Claim caused or alleged to be caused, directly or indirectly, by any of the services provided hereunder, by any inadequacy thereof or any defect or deficiency therein. In no event shall Elliott be liable to Client for any special, incidental or consequential loss or damages. Client hereby agrees that Elliott's proven liability in a court of law with respect to any lost or damaged Client equipment or product in Elliott's possession for storage or testing shall not exceed a total amount of the lesser of five thousand dollars ($5,000) per project or ten thousand dollars ($10,000) in any 12 month period.
13. Waiver. No delay or omission to exercise any right or remedy accruing to either party hereunder upon any breach or default of the other party will impair any such right or remedy or be construed to be a waiver of any such breach or default, nor will waiver of any single breach or default be deemed a waiver of any other breach or default therefore or thereafter owing.
14. Controlling Law/Severability. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California (without giving effect to conflicts of laws) as if the Agreement were entirely executed and performed in the State of California. The parties hereby agree that all litigation or legal actions among the parties hereto relating to the subject matter hereof shall be brought in the appropriate state court in Santa Clara County or the United States District Court for the Northern District of California. Any provision of this Agreement prohibited by, or unlawful or unenforceable under any applicable law shall be ineffective only to the extent invalid and without invalidating the remaining provisions of this Agreement.
15. Legal Fees. In the event either party to the Agreement shall commence any action or proceeding against the other party by reason of any breach or claimed breach in the performance of any of the terms or conditions of the Agreement or to seek a judicial declaration of rights under the Agreement, the prevailing party in such action shall be entitled to recover reasonable legal fees and costs in addition to other relief.
Client Confidentiality - Elliott takes matters regarding the confidentiality of client equipment and proprietary information seriously. In the normal course of events, Elliott will provide test stations and environments that provide reasonable security. However, it is the client's responsibility to advise Elliott in writing regarding any sensitive technology that must be protected, and share the responsibility with Elliott to exercise appropriate control measures.