Standard Terms & Conditions of Service

  1. EFFECTIVE DATE

    The effective date of this Agreement shall be the earliest of date of (i) Customer’s online submission of an Order through the NPAL Website, or (ii) Customer’s acceptance of the Agreement (the “Effective Date”). (All other capitalized terms are defined below.)

  2. SERVICES  

    Pursuant to the terms and conditions outlined herein (the “Agreement”), customer (“Customer”) may engage Nestlé Purina PetCare Company, a Missouri corporation, d/b/a NP Analytical Laboratories (“NPAL”) to perform the following Services as of the Effective Date:

    Testing Services. NPAL shall perform certain analysis and testing  (“Testing Services”) on food, ingredients, packaging, or other samples (individually, a “Sample,” and collectively, “Samples”) at its laboratory in St. Louis, Missouri that  Customer submits to NPAL.  

    Support Services. NPAL shall perform certain support services (“Support Services,” and together with Testing Services, the “Services”) including:

    1. Food safety and/or quality audit services;
    2. Guidance on food safety, quality or regulatory related requirements and/or systems;
    3. Recommendation of appropriate testing methodologies for applicable Samples;
    4. Interpretation of analytical raw data from the Testing Services; and
    5. Creation of testing plans addressing scope, frequency, and nature of Testing Services recommended for Samples.


    Customer and NPAL are individually referred to herein as a “Party” and collectively, as the “Parties”.  To the fullest extent permitted by law, NPAL shall have the right to reject any Samples and/or refuse to provide Services to Customer, at any time, for any reason, as determined in its sole discretion.

  3. CUSTOMER OBLIGATIONS IN DELIVERY OF SAMPLE

    Customer represents and warrants that Customer will collect, prepare, and ship the Samples to NPAL according to procedures and instructions applicable to their desired Testing Services, which procedures and instructions are available online at https://npal.com (“NPAL Website”).

    Each order of Services (each, an “Order”) will also require submission of, as applicable based on type of Services, a sample submission form, a description of the sample, the tests requested, the name, address, phone number, and email for reporting, a billing address, and a purchase order number (if applicable).  If, in NPAL’s sole discretion, NPAL reasonably believes that any Samples may not be in in a condition ready to test or analyze, NPAL may perform an initial examination of the Samples to ensure that they comply with the requirements in this Agreement or any Order at an additional fee.  If this initial examination concludes that further analysis or testing is not feasible or requires material changes to the Services mutually agreed upon in the applicable Order, NPAL shall have the right (but not the obligation) to terminate or suspend such Order at any time, and Customer shall pay any actually incurred or non-cancellable expenses. For the avoidance of doubt, NPAL has no obligation to mitigate any damages arising from the termination or suspension of such Order, and as such, no obligation to reimburse any amounts payable under the Order.  

    Customer further represents and warrants that Samples are and will remain safe, non-hazardous, and non-infectious, comply with applicable law, and pose no danger to any Customer or NPAL personnel, as of shipment, during transportation to NPAL, and throughout the duration of Services; or Customer will immediately inform NPAL about any suspected or actual non-compliance relating to the foregoing safety, health or environmental warranties. Customer shall be responsible for disposal of any hazardous waste resulting from the Samples, whether or not described as hazardous waste, and must provide NPAL with the exact composition of Samples if requested by NPAL.

  4. SAMPLE RETENTION  

    Unless an extended period is approved by NPAL in writing prior to, or at the time of, Customer’s Sample submission or before Sample disposal, NPAL shall endeavor to retain Samples submitted for analysis and testing hereunder for a period of at least ten (10) days after results have been reported (“Sample Retention Period”). Notwithstanding the foregoing, Customer acknowledges and agrees that the Sample Retention Period may be compromised by the stability of the Sample, the quantity of Sample, or other factors. In such event, NPAL shall have no responsibility or liability for any Samples that are not retained for the full Sample Retention Period. To the extent NPAL agrees, in its sole discretion, to provide Customer an extended Sample Retention Period, NPAL reserves the right to charge Customer additional fees.  For clarity, NPAL shall have no obligation to provide Customer an extended Sample Retention Period.

  5. QUALITY ASSURANCE AND DOCUMENTATION  

    Unless additional specifications are approved by NPAL in writing prior to the commencement of the Services, all Services provided by NPAL will be performed in accordance with the NPAL Quality Assurance Program, as may be amended NPAL from time to time. To the extent NPAL agrees, in its sole discretion, to provide the Services in accordance with additional specifications or  documentation provided by Customer, NPAL reserves the right to charge Customer additional fees.  For clarity, NPAL shall have no obligation to provide the Services in accordance with any additional specifications or documentation provided or requested by Customer.  

  6. RAW DATA  

    NPAL maintains analytical raw data from the Testing Services for the current year, plus an additional five (5) years after Testing Services are complete. Copies of pertinent raw data will be provided upon Customer’s request, in a manner and format determined by NPAL in its sole discretion. NPAL reserves the right to charge Customer additional fees for extended storage and/or copies of raw data, duplicate reports, or other special reporting requirements.  

  7. CONFIDENTIALITY, RELIANCE AND REFERENCES TO NPAL

    Either party (“Disclosing Party”) has or may disclose confidential information to the other party (“Receiving Party”). Confidential information means any proprietary and/or non-public materials, data, reports, plans, records, technical and other information (“Confidential Information”). All services, analysis and reports provided to Customers pursuant to this Agreement are provided on a confidential basis and constitute Confidential Information.  Company agrees to maintain in confidence all of Confidential Information and to use such Confidential Information only for the purpose of performing analyses of samples and providing reports on our findings to you. You likewise agree to maintain in strict confidence, and not to disclose or use any Confidential Information belonging to Company that is learned or obtained by reason of this Agreement or the performance of the Services. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Agreement; (b) is obtained by Receiving Party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) Receiving Party establishes by documentary evidence, was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) Receiving Party establishes by documentary evidence, was or is independently developed by Receiving Party without using any confidential information. Each party shall protect the other party’s Confidential Information by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the confidential information as the party uses to protect its own confidential information of a like nature.  In any instance where Confidential Information is subpoenaed or must be released to a government agency, or is otherwise required to be disclosed pursuant to law or regulation, the Receiving Party will be permitted to release such confidential information and, to the extent permitted by law, the Disclosing Party will be promptly notified prior to the release of the information.  

    In addition, Customer will not identify NPAL as a service provider of Customer, or reference NPAL (or its affiliates) or use any trade name, trademark, trade dress, service mark or any intellectual property of NPAL or its affiliates in any press release, advertising or promotional materials in any media whatsoever, or represent that any sample has been tested, analyzed, endorsed or approved by NPAL or its affiliates, without NPAL’s prior written consent. NPAL will rely on information supplied by Customer in rendering the Services. The Testing Service results assume the accuracy of such information and that Customer is entitled to share such information with NPAL. Any information provided by NPAL in the reports to Customer or in connection with the Services is for the benefit of Customer only and no third party shall be entitled to rely thereon without the prior written consent of NPAL.  

    Even if such written consent is given by NPAL, Customer (a) remains responsible for any consequences due to the divulgence of such results to a third party and any reliance of such third party on such results and (b) hereby agrees to indemnify NPAL against any liability which NPAL may incur as a result of such divulgence or any such third party reliance.

  8. WARRANTY

    NPAL warrants only that it will perform the Services in a manner consistent with the level of care and skill ordinarily exercised by analytical laboratories currently practicing under similar conditions and circumstances and performing similar services. Because of numerous factors affecting results, NPAL makes no other warranty of any kind with regard to the Services or the results set forth in the report generated in   connection therewith, or any usage thereof, either express or implied. Statements made in the reports or in connection with the Agreement shall not be construed as representations or warranties or as inducements to violate any law, safety code or insurance regulation. ALL OTHER    WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE RELATED TO FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY OR COMPLETENESS OF RESULTS AND    NONINFRINGEMENT ARE EXCLUDED.    

  9. INDEMNITY

    To the fullest extent permitted by law, Customer agrees to indemnify, hold harmless and defend NPAL, its officers, directors, agents, representatives and employees from any and all claims, judgments, fines, penalties, liabilities, damages, and expenses, including, without limitation, reasonable attorneys’ fees and court costs, loss of earnings or profits, arising from or in connection with (i) any breach by Customer of the terms of this Agreement; or (ii) any defect related to a manufactured product where a sample of such product was tested hereunder; or (iii) any death, personal injury, property damage (including contamination), or other losses or damages arising from or in connection with any Sample or, to the extent arising from Customer direction or instructions, the Services.

  10. LIMITATION OF LIABILITY

    IN NO EVENT SHALL NPAL, ITS AFFILIATES AND THEIR DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY NON-DIRECT DAMAGES, INCLUDING INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, OR LOSS OF BUSINESS REVENUES OR PROFITS OR LOSS OF OPPORTUNITY, RELATING IN ANY WAY TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT, UNDER ANY THEORY OF LAW AND WHETHER OR NOT THE PARTIES ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. By receiving and/or using the data from Services performed by NPAL in any manner, Customer acknowledges and agrees that the total liability of NPAL, its affiliates and their directors, officers, agents or employees to Customer arising out of or in connection with the Services performed shall not exceed the invoiced amount for said Services. The foregoing shall apply notwithstanding any provision to the contrary in any Customer purchase order or other order for work issued.  

    IN NO EVENT SHALL NPAL BE LIABLE FOR, INTER ALIA, (I) ANY INFORMATION PROVIDED OR OTHERWISE SET FORTH IN NPAL’S CUSTOMER DAY-TO-DAY OR MASS COMMUNICATIONS CORRESPONDENCE, INCLUDING WITHOUT LIMITATION, ANY ERRORS CONTAINED THEREIN, (II) ANY USE BY CUSTOMER OF SERVICES, RAW DATA, ANALYSIS, REPORTS, OR ANY OTHER DATA GENERATED FROM THE FOREGOING AS PROVIDED TO CUSTOMER PURSUANT TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, USE IN OR RELATING TO FOOD SAFETY MANAGEMENT, CORRECTIVE ACTION, OR ESTABLISHMENT OF SPECIFICATIONS FOR SAMPLES).

  11. PAYMENT

    Customer will pay NPAL for the Services and any additional fees incurred hereunder within thirty (30) days from the date of NPAL’s invoice therefor. A service charge of the lesser of (a) 1.5% per month, or (b) the maximum rate permitted by applicable law may be added to any unpaid balances. In the event Customer fails to pay NPAL all or a portion of the fees due and owing hereunder, NPAL shall have the right, in addition to any other rights or remedies available at law or in equity, to immediately suspend or terminate all or a portion of any outstanding Services, immediately suspend and/or withhold any and all Customer lab results, immediately reject any and all Customer Sample submissions and requests for Services (disposal fees of Samples and/or other penalties may apply), and review Customer’s credit account, until such time that NPAL has received Customer’s payment in full.  Customer is solely liable for any transfer fees, excises, levies or taxes which NPAL may be required to pay or collect, under any existing or future law, upon or with respect to the Service, and Customer agrees to pay the amount thereof on the same terms as it shall pay the fees. Approved methods of payment are check and bank transfer only unless otherwise agreed with NPAL prior to Effective Date.

  12. TERM AND TERMINATION

    This Agreement will commence as of the Effective Date and remain in full force and effect until the Services are complete (the “Term”), unless sooner terminated as provided herein. A Party may terminate this Agreement immediately if the other Party commits any material breach and fails to cure such material breach within thirty (30) days after written notice thereof from the non-breaching Party; or (ii) the other Party enters bankruptcy proceedings, becomes insolvent, or otherwise becomes generally unable to meet its obligations under this Agreement.  Additionally, NPAL may terminate this Agreement, in whole or in part, without cause or penalty, at any time by providing Customer at least thirty (30) days prior written notice of termination.  If this Agreement is terminated pursuant to this Section, Customer agrees to pay NPAL any portion of the fees due to NPAL up to the date of termination.  

  13. FORCE MAJEURE

    Except for any payment obligations hereunder, nonperformance by either Party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing Party. Any Party claiming that a force majeure condition has arisen will immediately notify the other Party of the same and will act diligently to overcome and remove the effects of the event of force majeure. Such Party will notify the other Party as soon as possible (no more than three (3) days) after such condition has ceased. This Agreement may be terminated upon written notice by the non-affected Party if the condition continues longer than thirty (30) days.  

  14. GOVERNING LAW

    This Agreement will be governed by and construed under the laws of the State of Missouri, without regard to its principles of conflicts of laws. Any instruments executed pursuant to the terms of this Agreement will likewise be governed by the laws of the State of Missouri.  All terms in this Agreement are only intended to apply to the maximum extent permitted by applicable law.  

  15. VENUE

    Any dispute or controversy arising under or relating to this Agreement must be brought in the United States District Court for the Eastern District of Missouri if the jurisdictional prerequisites exist. If the jurisdictional prerequisites do not exist, the Circuit Court of St. Louis County, State of Missouri, shall have sole and exclusive jurisdiction to hear and determine any dispute or controversy arising under or relating to this Agreement.  

  16. ASSIGNMENT AND SUBCONTRACTING

    Customer may not assign, subcontract, or otherwise transfer this Agreement or any of its related rights or obligations without NPAL’s prior written consent.  

  17. SURVIVAL

    Any provisions in this Agreement that by their nature extend beyond termination of this Agreement will survive any termination of this Agreement.  

  18. ENTIRE AGREEMENT

    This Agreement and anything attached to or incorporated into it, constitutes the final, complete, and entire agreement between the Parties and supersedes all previous communications between the Parties, whether oral or written. All such previous communications are hereby abrogated and withdrawn.

  19. MODIFICATION  

    No quotations, proposals, contracts, invoices, purchase orders, confirmation orders, work orders, or similar documents, regardless of when dated, will modify this Agreement. Any changes to this Agreement will only be binding on a Party if approved in writing by an authorized representative of that Party, and which specifically states that such writing constitutes an amendment to this Agreement.    
     

    Effective date: April 1, 2025