Terms and Conditions
Pentyl Labs, LLC – Standard Terms and Conditions of Service
These Standard Terms and Conditions (“Terms”) govern all services performed by Pentyl Labs, LLC (“Pentyl,” “we,” or “us”).
1. General
All services provided by Pentyl are offered subject to these Terms, which are incorporated by reference into all proposals, quotations, purchase orders, invoices, reports, order confirmations, and sample submission forms. Any deviation from these Terms must be expressly agreed to in writing by an authorized representative of Pentyl.
Any terms or conditions contained in a client’s purchase order, vendor form, or other document that conflict with or add to these Terms are expressly rejected unless expressly accepted in writing by Pentyl.
2. Services
Pentyl provides analytical testing, research, formulation, consulting, stability, and regulatory support services. All services are performed using reasonable care and in accordance with industry-standard practices and methods in effect at the time services are performed.
Pentyl does not guarantee that any method, result, or deliverable will be accepted by a regulatory authority, retailer, or third party.
3. Sample Submission and Safety
Clients are solely responsible for providing accurate, complete, and truthful information with all submitted samples. All samples must be clearly labeled and accompanied by appropriate documentation, including Safety Data Sheets (SDS) where applicable.
Clients warrant that all submitted samples are safe for handling and shipment and are properly classified and compliant with all applicable safety, transportation, environmental, and hazardous materials regulations.
Pentyl reserves the right to refuse, return, quarantine, or dispose of any sample deemed unsafe, non-compliant, degraded, leaking, or improperly submitted, at the client’s expense. Pentyl shall not be responsible for delays, errors, or inaccuracies resulting from incomplete, incorrect, or misleading sample information.
4. Turnaround Times
All turnaround times are estimates only and are subject to change based on sample condition, workload, method suitability, regulatory requirements, equipment availability, or other unforeseen circumstances. Pentyl does not guarantee completion dates unless expressly agreed to in writing.
Turnaround time begins only after receipt of samples and all required documentation.
5. Confidentiality
Pentyl will maintain the confidentiality of client information, materials, and test results and will not disclose such information to third parties without the client’s written authorization, except:
To qualified subcontractors or service providers engaged by Pentyl for the performance of services
As required by law, regulation, or legal process
Any subcontractors engaged by Pentyl shall be bound by confidentiality obligations consistent with these Terms.
6. Subcontracting of Services
Pentyl may, at its discretion, subcontract portions of the services to qualified third-party laboratories or service providers where necessary to perform the requested work. Unless otherwise expressly stated in writing, Pentyl remains responsible for coordination, technical review, and issuance of reports to the client.
7. Use of Results and Reports
All data, results, certificates, and reports issued by Pentyl are intended solely for the client’s internal use and regulatory or quality compliance purposes.
Reports may not be reproduced, excerpted, published, referenced in advertising or marketing materials, or disclosed to third parties without the prior written consent of Pentyl.
Use of any report does not constitute product certification, endorsement, approval, or guarantee by Pentyl.
8. Intellectual Property
All methodologies, procedures, test methods, formats, workflows, templates, and intellectual property developed or used by Pentyl remain the exclusive property of Pentyl.
Ownership or licensing of custom protocols, methods, or deliverables shall be governed by separate written agreements where applicable.
9. Regulatory Responsibility
Pentyl does not assume responsibility for regulatory approval, product safety determinations, labeling claims, marketability, distribution authorization, or product recalls. The client retains full responsibility for compliance with all applicable local, state, federal, and international laws, regulations, and standards.
10. Payment and Fees
Fees are quoted based on the defined scope of work and may change if the scope is modified. Unless otherwise agreed to in writing, invoices are due within thirty (30) days of the invoice date.
Pentyl reserves the right to charge interest on overdue balances at the rate of 1.5% per month (or the maximum rate permitted by law), plus reasonable costs of collection, including legal fees.
11. Warranties and Disclaimers
Pentyl makes no express or implied warranties, including any implied warranties of merchantability or fitness for a particular purpose.
All services are provided based on current scientific knowledge and industry standards. Reports reflect findings at the time of testing only and do not guarantee future performance, safety, or regulatory acceptance.
12. Limitation of Liability
To the fullest extent permitted by law, Pentyl’s total liability arising from or related to the services provided shall not exceed the total fee paid by the client for the specific service giving rise to the claim.
In no event shall Pentyl be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, loss of business, or product recalls. Any claim must be brought within one (1) year of completion of the services.
13. Force Majeure
Pentyl shall not be liable for failure or delay in performance due to events beyond its reasonable control, including but not limited to natural disasters, fires, floods, labor disputes, pandemics, acts of government, supply chain disruptions, or utility or communication failures.
14. Governing Law and Venue
These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict-of-law principles. Any legal action arising under these Terms shall be brought exclusively in the state or federal courts located within the State of New Jersey.
15. Amendments
Pentyl reserves the right to update or modify these Terms at any time. The most current version will be available at:
https://www.pentyllabs.com/terms-and-conditions
16. Acceptance
By submitting samples, issuing purchase orders, making payment, or otherwise engaging Pentyl for services, the client acknowledges and agrees to be bound by these Terms and Conditions, notwithstanding any conflicting terms contained in the client’s purchase orders or communications.
