Confidence Through Compliance

8. Reports, Revisions, and Use of Results

Changes to the final report may be requested up to 30 days after delivery for requests not related to an ACE error. Requests made after that period are subject to an additional service charge. Corrections of ACE errors will be made at no charge.

Reports and results relate solely to the samples and information actually submitted and tested, and are not to be regarded as representative of any larger lot, batch, or population from which the samples were taken.

Reports are prepared for the benefit of the Client only. Delivery of a report to any third party does not constitute a representation by ACE to that third party, and ACE assumes no duty to any third party. The Client shall not reproduce reports except in full without ACE’s prior written consent, and shall not use ACE’s name, reports, or accreditation marks in advertising or in any misleading manner.

9. Sample Retention and Disposal

ACE will retain all rubber samples (both cured and uncured) for 30 days from the report issue date, unless being used for another project. The Client may elect on the Sample Intake Form to have samples returned; otherwise, samples will be properly disposed of after the retention period. Return shipping is at the Client’s expense. Hazardous samples that cannot be routinely disposed of may be returned to the Client or disposed of at the Client’s cost.

10. Warranties and Limitation of Liability

• Standard of care: ACE warrants that it performs services in a professional manner, using reasonable care and methodologies aligned with standard laboratory practices (e.g., ASTM, ISO, or DIN guidelines where specified). No other warranty, express or implied, is made, including any warranty of merchantability or fitness for a particular purpose.
• Limitation of liability: The total liability of ACE, its employees, and agents to the Client for any cause of action whatsoever (whether in contract, tort, or strict liability) shall be strictly limited to the lesser of the actual proven damages or the total amount paid to ACE for the specific services giving rise to the claim.
• Consequential damages: In no event shall ACE be liable for any indirect, special, incidental, punitive, or consequential damages, including loss of profits, loss of business, downtime, or product recall expenses.
• Claims window: Written notice of any claim must be made within ninety (90) days after delivery of the report for the corresponding services; failure to give timely notice constitutes an irrevocable waiver of the claim. [Added — mirrors ARDL clause 5; a major practical protection.]
• Sample damage: The Client acknowledges that testing may damage or destroy samples, and ACE shall not be liable for loss of or damage to samples or other Client property arising from performance of the services. Risk of loss to Client property remains with the Client, who is responsible for its own insurance. [Added — mirrors Element conditions 5.3 and 7.]

11. Indemnification

The Client shall defend, indemnify, and hold harmless ACE and its officers, employees, and agents from and against all claims, suits, and liabilities (including costs of litigation and reasonable attorney fees) arising, directly or indirectly, in connection with: (a) claims or suits by any governmental authority or others for any actual or asserted failure of the Client to comply with any law, ordinance, regulation, rule, or order of any governmental or judicial body; (b) claims or suits arising from information, samples, or instructions supplied by the Client; (c) claims or suits for personal injuries, loss of or damage to property, economic loss, or loss of or damage to intellectual property incurred by or occurring to any third party and arising in connection with or related to the services; and (d) claims arising from the Client’s use or misuse of reports or results. This indemnity shall apply even if the claims, suits, or liabilities arise or are alleged to arise from the negligence, breach of contract, or other legal fault of ACE.

12. Data, Record Retention, and Confidentiality

• Confidentiality: Both parties agree to maintain the confidentiality of all proprietary technical, business, and financial information disclosed during the project. ACE may disclose information where required by law, court order, or an accreditation body, and will notify the Client of any such compelled disclosure where legally permitted.
• Data ownership: Test reports and data generated belong to the Client upon full payment of all outstanding invoices. ACE retains proprietary rights over its baseline testing methodologies, software, and internal procedures.
• Record retention: ACE will retain test reports and associated raw laboratory data for three (3) years from report issuance, after which they may be securely destroyed unless a longer retention period is agreed in writing.

13. Force Majeure

Neither party shall be liable for failure or delay in performance (except payment obligations) caused by events beyond its reasonable control, including acts of God, fire, flood, labor disputes, supply shortages, epidemics, governmental action, or utility or carrier failures.

14. Governing Law and Jurisdiction

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Ohio, without regard to its conflict of law principles. Any legal action or proceeding arising out of these terms shall be brought exclusively in the courts located in Portage County, Ohio.

15. General Provisions

Failure to enforce any term shall not constitute a waiver. ACE may subcontract portions of the services; the Client may not assign this Agreement without ACE’s prior written consent. If any provision is held unenforceable, the remaining provisions remain in full force. Modifications are valid only in a writing signed by both parties.