GREEN SQUARED CERTIFICATION REQUEST FORM

TERMS & CONDITIONS

International Product Assurance Laboratories

TERMS & CONDITIONS FOR CERTIFICATION SERVICES

These terms and conditions (“Terms & Conditions”) apply to certification services (“Services”) performed by Tile Council of North America, Inc. DBA International Product Assurance Laboratories (“IPA Laboratories”) for its client (“Client”). 

1. IPA Laboratories Services: A Client requesting Services should make a written order (“Order”) using a form provided by IPA Laboratories or through such other written communication permitted by IPA Laboratories for this purpose.  If IPA Laboratories accepts the Order, IPA Laboratories agrees to perform the Services and provide any corresponding deliverables, subject to these Terms & Conditions.  These Terms & Conditions and any associated Order may be referred to as the “Agreement.”
2. Payment: Client agrees to pay for IPA Laboratories’ Services for the fees stated on the Order or as otherwise agreed in writing by the parties, including any associated costs, taxes, or other amounts.  IPA Laboratories may require prepayment prior to performing the Services or providing any corresponding deliverables.  Unless otherwise specified in writing, Client shall pay IPA Laboratories’ invoice in U.S. Dollars and within 30 days of the date of IPA Laboratories’ invoice(s).  All invoices shall be subject to a monthly late charge of 1.5% per month beginning 30 days from the date of invoice, or the maximum amount allowed by law, whichever is lower, until paid in full.  If Client fails to timely pay invoices or remit required payments, IPA Laboratories may cease providing Services, terminate this Agreement, and withhold providing to Client any deliverables.  Client also agrees to pay all costs of collection of any amounts due, including IPA Laboratories’ reasonable attorney fees.
3. Materials and Information from Client: Client is responsible for providing IPA Laboratories with all properly-identified materials as requested by IPA Laboratories for completion of the Services.  Client is responsible for any shipping, including payment of any costs, duties, or tariffs and completion of any Customs-related documentation, as may be required for the Services.  Client understands that any materials tested may be damaged or destroyed in or after testing and that IPA Laboratories is under no obligation to return or retain them unless otherwise agreed in writing, though IPA Laboratories may, at its own discretion, retain the materials for its internal purposes.  Client will inform IPA Laboratories of any applicable import/export restrictions, and Client will not provide any materials containing infectious agents, illegal, hazardous, or toxic substances or materials that are illegal to transport.  If IPA Laboratories is required and able to source materials for performing the Services, including installation materials, it will do so as a convenience, charging Client for the cost plus a 20% convenience fee.
4. Timing: IPA Laboratories will perform the Services according to the time frames set forth in the Order or as otherwise agreed in writing.  IPA Laboratories reserves the right to decline performing Services more quickly than its schedule can reasonably permit and the right to charge increased pricing for rush Orders.
5. Reports: The Services and reports provided by IPA Laboratories in connection with the Services shall be for use only in accordance with the applicable certification standards and criteria Client agrees that IPA Laboratories may include disclaimers on deliverables confirming this understanding and other limitations of the Services.  If Client publishes any of the deliverables, it will publish them only in accordance with the applicable certification standards and criteria.  If Client requests specific forms, types or amounts of reports be prepared that are outside of the scope of the Services, the relevant certification standards or criteria, or IPA Laboratories’ typical practices, IPA Laboratories reserves the right to decline such requests and/or to increase the cost of the Services.  IPA Laboratories is under no obligation to re-issue deliverables or update information in them except as may be provided in the deliverables or the applicable standards and criteria, but may agree to do so upon Client’s written request, acceptance of additional terms, and payment of any associated fee.  Re-issued or updated deliverables may reflect the reasons for the update.
6. Subcontracting: IPA Laboratories reserves the right to involve and/or subcontract with other laboratories for some or all of the Services with reasonable prior notice to Client.
7. Cancellation: Either party may cancel the Services for any reason, or for no reason, including that IPA Laboratories may decline to provide Services if it believes performing the requested Services could damage equipment, harm personnel, or violate IPA Laboratories’ policies or any applicable law. If Client cancels the Services for any reason, or if IPA Laboratories cancels the Services due to Client’s breach of this Agreement, Client shall be responsible for IPA Laboratories’ fees and costs incurred through the time of cancellation using IPA Laboratories’ prevailing rates.  If Client has pre-paid for Services, IPA Laboratories will apply the pre-payment toward such fees and costs incurred and will hold any remaining balance as a credit toward further services (including other services that may be governed by other terms and conditions) or refund it, at the Client’s option.   
8. Force Majeure: Except for payment obligations, neither party shall be in breach of its obligations nor liable for delay in performing, or failure to perform, if such delay or failure results from events, circumstances or causes beyond its reasonable control (including a failure of Client to provide necessary materials, information, or cooperation, any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot, war, or pandemic). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.
9. Confidentiality: In connection with the Services, a party (the “Disclosing Party”) may disclose Confidential Information to another party (the “Recipient”).  In the event of such disclosure, Recipient shall use the Confidential Information solely for purposes of performing the Services and, except as permitted by these Terms & Conditions and any corresponding Order, shall not disclose Confidential Information to any third parties (except that IPA Laboratories may make limited disclosures to subcontractors as may be necessary for their involvement in providing the Services, but will make reasonable efforts to minimize the disclosure and will take reasonable steps to confirm the subcontractors’ obligations to maintain the confidentiality of the information). Recipient shall protect Confidential Information from unauthorized use or disclosure using a reasonable degree of care.  “Confidential Information” means all non-public proprietary and confidential information of Disclosing Party that is clearly identified as confidential; provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Recipient’s material breach of these Terms & Conditions and any corresponding Order; (b) is obtained by Recipient on a non-confidential basis from a third party that, to Recipient’s knowledge, was not contractually restricted from disclosing such information; (c) was in Recipient’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Recipient without using any Confidential Information.  IPA Laboratories may also disclose to others any certifications that are intended to be made public and information about their related scope. Notwithstanding the foregoing, IPA Laboratories will not divulge other details concerning the Services of Client to third parties (excepting subcontractors involved in providing the Services as set forth above) without obtaining Client’s consent).
10. Record Retention & Requests: Unless otherwise agreed in advance in writing by the Parties, or as may be required by policies IPA Laboratories adopts in connection with the relevant certification standards and criteria or standards and accreditation organizations, IPA Laboratories is under no obligation to retain Client information or reports after the Services have been completed. IPA Laboratories may retain documentation at its own discretion, including for regulatory purposes and to document work performed.  In the event IPA Laboratories receives a request for production of information related to the Services, IPA Laboratories may, prior to and as a condition of production, direct the requesting party to obtain Client’s permission or seek out Client’s permission itself, unless IPA Laboratories reasonably and in good faith determines that disclosure is required without such permission.  IPA Laboratories may make such productions without insisting on issuance of a formal subpoena or litigation request if, in IPA Laboratories’ judgment, production would otherwise be required and proceeding in this manner is more cost-effective and reasonable from a business standpoint.   
11. Relationship of the Parties: Nothing in this Agreement shall be construed to create a joint venture or partnership between the parties hereto, or a fiduciary, employee/employer, or agency relationship.  No one other than IPA Laboratories or the Client (or their successors and permitted assignees) shall have any right to enforce this Agreement.  Unless otherwise agreed in writing, IPA Laboratories retains all rights of ownership over concepts, ideas, inventions, or other intellectual property created by IPA Laboratories in connection with its performing of the Services.
12. Client Representations: Client represents that it has the authority to request the Services, provide IPA Laboratories with the materials and information required to perform the Services, and be bound by these Terms & Conditions, and that no other licenses, permits, or permissions are required for IPA Laboratories to perform the Services.
13. Limited Warranty: IPA Laboratories warrants that it will perform the requested Services and provide the associated deliverables consistent with the relevant certification standards and criteria. However, IPA Laboratories makes no representation that any deliverables prepared will be accepted by any government, agency, or regulatory body. THESE TERMS & CONDITIONS SET OUT THE FULL EXTENT OF IPA LABORATORIES’ OBLIGATIONS TO CLIENT.  EXCEPT FOR THE LIMITED warranty SPECIFIED HEREIN, any SERVICES, testing, results, reports, data, and deliverables are provided to Client “AS IS” without any other REPRESENTATION OR warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose.  Client’s sole remedy for a breach of this warranty shall be to have IPA LABORATORIES re-perform the services.  THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE LIMITED EXPRESS WARRANTY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE.  IPA LABORATORIES’ AGGREGATE LIABILITY IN RESPECT OF ANY CLAIMS ARISING OUT OF THIS AGREEMENT OR IPA Laboratories’ SERVICES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL IN NO CIRCUMSTANCES EXCEED THE AMOUNT CLIENT PAID TO IPA Laboratories FOR THE PARTICULAR SERVICES AT ISSUE.  IN NO EVENT SHALL IPA Laboratories BE LIABLE TO CLIENT FOR ANY OTHER DAMAGES, inCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES RESULTING, IN WHOLE OR IN PART, FROM ANY USE OF, REFERENCE TO, OR RELIANCE UPON IPA LABORATORIES’ SERVICES OR DELIVERABLES, OR FROM ANY OTHER ACTIONS BY IPA Laboratories RELATING TO OR ARISING FROM THIS AGREEMENT AND THE SERVICES BEING PROVIDED, EVEN IF ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, NOR SHALL IPA LABORATORIES BE LIABLE TO ANY OTHER PERSON OR BUSINESS ENTITY FOR ANY DAMAGES OF ANY KIND WHATSOEVER.  IPA LABORATORIES DISCLAIMS ALL LIABILITY TO ANY THIRD PARTY CONCERNING ITS SERVICES.  THE FOREGOING LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF IPA LABORATORIES’ AGREEMENT TO PERFORM THE SERVICES.
14. Indemnification: Client agrees to indemnify and hold harmless IPA Laboratories and its affiliates, their successors and assigns and each of their respective members, directors, officers, employees and agents (the “Indemnified Parties”) against any and all losses, claims, actions, suits, demands, judgments, settlements, liabilities, damages and expenses (including attorneys’ fees and costs) arising out of or claimed to have been caused directly or indirectly by (a) the Client’s products, including their use or installation, or materials or information provided by the Client in connection with the Services, (b) the Client’s (including its employees’ or independent contractors’) misuse of the Services, including misuse of any report or deliverable generated from the Services, or (c) the Client’s actual or alleged breach of this Agreement.
15. Choice of Law; Disputes: This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, United States of America, without reference to its choice of law rules. To the extent any party commences an action arising out of or related to this Agreement, the parties hereby consent to the exclusive jurisdiction of the federal and state courts of Anderson County, South Carolina for such actions, and Client hereby consents to personal jurisdiction and venue in such courts.
16. Notices: Any written notices required by these Terms & Conditions shall be sent to the parties at their respective contact information specified in the Order.
17. Entire Agreement: This Agreement represents the entire agreement between the Parties concerning the matter referenced herein and supersedes any prior written agreement between the Parties that conflicts. Any terms or conditions appearing on any Client documents or communications that differ from those contained herein shall be void and of no force or effect.   
18. Severability; Non-Waiver: Should any provision of this Agreement be held invalid or unenforceable by any court of competent jurisdiction, the Parties desire that it be modified by the court to conform as closely as possible to its original intent without being invalid or unenforceable, and that in such form it be enforced. Invalidity or unenforceability of a provision herein shall not affect the validity or enforceability of any other provision herein. Failure to enforce any part of this Agreement by IPA Laboratories shall not be deemed a waiver of IPA Laboratories’ right to enforce that provision in the future nor shall it be deemed a waiver of the entire Agreement or of any part thereof.
19. Language: These Terms & Conditions are provided in the English language, which shall govern its interpretation.  If Client chooses to have the Terms & Conditions translated into another language for Client’s own uses, Client shall ensure the translation is true and accurate.  In any event, such translation shall be for convenience only and shall not control.