Services and Orders

Dry Analytics will provide laboratory testing and related services selected by Client through the Dry Analytics client portal or otherwise agreed to in writing (the “Services”). Each sample submission or service request accepted by Dry Analytics constitutes an order under these Terms (an “Order”).

The applicable testing services, pricing, requested turnaround time, and other order-specific information will be those displayed or confirmed through the client portal at the time the Order is submitted.

Sample Submission

Client is responsible for properly identifying, packaging, labeling, and shipping each sample and for providing all information reasonably necessary for Dry Analytics to perform the requested Services.

Client is responsible for the condition and integrity of samples before receipt by Dry Analytics, including any loss, damage, contamination, degradation, or shipping delay occurring in transit.

Dry Analytics may delay, decline, or modify testing if a sample is insufficient, damaged, improperly packaged, unsuitable for testing, or does not include required information.

Testing and Results

Dry Analytics will perform the Services using the methods specified in the applicable Order or otherwise determined appropriate by Dry Analytics. Upon completion of testing, Dry Analytics will make the applicable results or report available to Client through the client portal or another designated delivery method.

Unless Dry Analytics expressly agrees otherwise in writing, testing results apply only to the sample actually received and tested and do not constitute a representation or warranty regarding any batch, lot, product, process, or other material from which the sample was obtained.

Fees and Pricing

Client will pay the fees displayed in the client portal or otherwise quoted by Dry Analytics at the time an Order is submitted. Pricing may vary based on the Services requested, testing method, sample type, turnaround time, rush service, or other Order-specific requirements.

Dry Analytics may update its pricing prospectively. The price applicable to an Order will be the price presented or otherwise agreed when that Order is submitted.

Payment Authorization

Client shall maintain an approved payment method on file with Dry Analytics and authorizes Dry Analytics to charge all amounts due for Services. Unless otherwise agreed, charges to a card on file will be processed in a nightly batch, and ACH payments will be processed weekly.

By providing a payment method, Client authorizes Dry Analytics to process charges for Services in accordance with these Testing Services Terms and Conditions.

Failed, Inconclusive, and Nonconforming Samples

Client is responsible for the fees for all testing performed, regardless of whether a sample passes, fails, is out of specification, or produces an inconclusive or unexpected result.

If repeat testing is required solely because of an error by Dry Analytics in performing the Services, Client will not be charged for the repeat testing.

Turnaround Times

Any turnaround time provided by Dry Analytics is an estimate unless Dry Analytics expressly agrees otherwise in writing.

Turnaround times may be affected by sample condition, testing requirements, laboratory operating schedules, shipping or delivery times, equipment availability, additional testing, or other circumstances reasonably outside Dry Analytics’ control.

Rush and Expedited Services

Rush or expedited testing is subject to Dry Analytics’ availability and acceptance and may require an additional fee.

Payment of a rush or expedited fee does not guarantee completion by a particular date or time unless Dry Analytics expressly confirms that deadline in writing. Dry Analytics may decline a rush request based on laboratory operating schedules, sample delivery time, testing requirements, or other operational limitations.

Client Responsibilities

1. Providing accurate and complete sample and testing information;
2. Ensuring samples are lawfully possessed, handled, packaged, and shipped;
3. Identifying any hazardous, controlled, or special handling requirements before shipment;
4. Selecting the appropriate test and specifications for its intended purpose; and
5. Determining whether and how testing results may be used for Client’s regulatory, quality, release, or other purposes.

Regulatory Responsibility

Dry Analytics is responsible for performing the Services in accordance with applicable laboratory requirements.

Client remains solely responsible for its products and operations, including determining the testing required for its products and compliance with laws, regulations, quality standards, specifications, and product release requirements applicable to Client.

Sample Retention and Disposal

Dry Analytics may retain, return, or dispose of samples in accordance with its applicable policies and legal requirements.

Client must notify Dry Analytics before submission of any special sample handling, retention, return, or disposal requirements, which may be subject to additional fees.

Confidentiality

Each party will protect the other party’s nonpublic confidential information and use it only as necessary to perform or receive the Services.

Dry Analytics may disclose Client information and testing results as required by law, regulation, accreditation requirements, or governmental authority.

Warranty and Testing Limitations

Dry Analytics warrants that it will perform the Services in accordance with applicable professional laboratory standards.

Except for this warranty, Dry Analytics does not guarantee any particular testing result or that a submitted sample will satisfy any specification, standard, or regulatory requirement.

Limitation of Liability

To the maximum extent permitted by law, Dry Analytics’ total liability arising from an Order will not exceed the fees paid by Client for the Services giving rise to the claim.

Neither party will be liable for indirect, incidental, special, consequential, or lost-profit damages arising from the Services.

Suspension and Termination

Either party may discontinue the relationship at any time.

Termination does not affect any Order already accepted, amounts already owed, or provisions that by their nature should survive termination.

Dry Analytics may suspend Services for nonpayment, safety concerns, regulatory concerns, or Client’s material violation of these Terms.

Electronic Acceptance

By creating an account, checking the acceptance box, or submitting an Order through the Dry Analytics client portal, Client acknowledges that it has read and agrees to these Terms.

The individual accepting these Terms represents that they are authorized to bind Client.

General Terms

These Terms, together with each Order and any additional written terms expressly accepted by Dry Analytics, constitute the agreement governing the Services.

If an Order conflicts with these Terms, these Terms control unless the Order expressly states that a specific provision supersedes these Terms and Dry Analytics agrees to that modification in writing.

Client may not assign its rights or obligations under these Terms without Dry Analytics’ prior written consent. If any provision is unenforceable, the remaining provisions will remain in effect. A waiver is effective only if in writing and does not waive any later breach.