General Terms and Conditions for Calibration Services

These general terms and conditions shall apply to any services to be performed by MICRO PRECISION for the Customer. 

TERM AND TERMINATION

The effective date and term of the Agreement are shown on the applicable Service Agreement.  Services will expire at the end of the term unless both parties agree in writing to extend the Service Agreement

Micro Precision may suspend the Services or terminated the Service Agreement by written notice to Customer if Customer fails to pay any amount due.

If either Party breaches any provision of this Agreement and if such breach is not cured within thirty (30) days after receiving written notice from the other Party specifying such breach in reasonable detail, the non-breaching Party shall have the right to terminate this Agreement by giving thirty (30) days’ written notice thereof to the Party in breach.

CALIBRATION SERVICE TERMS

Micro Precision will provide the services referenced in the applicable Service Agreement, quotation or acknowledgment.  Where no such agreement, quotation or acknowledgment applies, Micro Precision will perform its standard services ordered by Customer. 

For instruments that are found to have a limited calibration, Micro Precision will advise Customer of its condition. Micro Precision will proceed with limited calibration upon receipt of Customer approval.

Customer will allow Micro Precision access to equipment whenever service is required.  Customer will ensure that their personnel cooperates with Micro Precision to the extent necessary to allow services to be performed efficiently and without interruption. For on-site services, Customer will allow Micro Precision to use any Customer equipment or facilities that Micro Precision reasonably deems necessary in order to perform the services.

PURCHASE ORDERS

Customer’s submission of a purchase order, or acceptance of calibration service in response to Micro Precision’s quote,shall be deemed acceptance of these terms and conditions.  Should Customer’s Purchase Order state different terms or conditions, Micro Precision’s terms and conditions shall have precedence, even if such purchase order states otherwise.

PRICING, INVOICING AND PAYMENTS

Micro Precision Calibration agrees to maintain the quoted calibration service pricing for a period of thirty(30) days from when the quote was issued.

Invoices are due and payable in full upon receipt unless other terms have been agreed to by Micro Precision Calibration.

Methods of payment accepted by Micro Precision include cash / wiretransfers (non-US only), company check, ACH, Visa, MasterCard, American Express, Discover.

If other terms have been established by Micro Precision, and payment is not received upon the due date, a late payment fee of 3% of the outstanding balanceshall be applied each month.

TAXES

Any and all state and local sales, use, excise, privilege and similar taxes imposed on Micro Precision, or which Micro Precision has a duty to collet in connection with the Services, supply, shipping or use of any Equipment will appear as separate items on the Micro Precision invoice.  If Customer is exempt from any such charges, it is the Customer’s responsibility to provide Micro Precision with evidence of such exemption at the time Customer requests service.

WARRANTY

Calibration Service Warranty—Micro Precision warrants the calibration certification accuracy at the time of delivery to the Customer.  Micro Precision warrants the workmanship of calibration service for a period of thirty (30) days. This warranty covers workmanship only and does not guarantee future performance of the instrument, as a calibration is a performance evaluation at a specific point in time.

Repair Service Warranty—Micro Precision warrantsits repair workmanship for a period of ninety (90) days. Repair or replacement parts (associated with the specific repair scope) are warranted for a period of ninety (90) days or the manufacturer’s published warranty if longer.

Repairs and/or re-calibrations will not be covered when necessitated by Customer misuse, accident, abuse or other abnormal use, or on items which have been tampered with after repaired or adjusted by anyone other than a Micro Precision technician.

THIS WARRANTY IS GIVEN BY MICRO PRECISION WITH RESPECT TO ITS SERVICES IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.  MICRO PRECISION AND ITS VENDORS DISCLAIM ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THEIR EQUIVALENTS IN ANY JURISDICTION.  MICRO PRECISION’S RESPONSIBILITY TO REPLACE DEFECTIVE PARTS AND CORRECT ITS WORK IS THE SOLE AND EXCLUSIVE REMEDY PROVIDED TO THE CUSTOMER FOR BREACH OF THIS WARRANTY.

LIMITATION OF LIABILITY

IN NO EVENT SHALL MICRO PRECISION, ITS REPRESENTATIVES, AFFILIATES OR VENDORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, LOSS OF USE, LOST TIME, LOST DATA RESULTING FROM THE DAMAGE OR FAILURE OF A SERVICED PRODUCT OR FROM DELAYS IN SERVICING A PRODUCT, THE INABILITY TO RENDER SERVICE ON A PRODUCT OR DIMINUTION IN VALUE ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, OR ANY OTHER REASON WHATSOEVER, EVEN IF SUCH DAMAGES WERE FORESEEABLE BY MICRO PRECISIONCUSTOMER OR MICROPRECISION WAS ADVISED BY SUTOMER OF THE POSSIBLITY OF SUCH DAMAGES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. THIS LIMITATION ON DAMAGES WILL NOT APPLY TO ANY GROSSLY NEGLIGENT OR FRAUDULENT ACT OR OMISSION.

Micro Precision’s liability hereunder shall be limited to the repair, restoration or replacement of equipment or items to the condition in which they were received by Micro Precision upon delivery and/or serviced at Customer’s facility.

In no event shall Micro Precision’s liability for all claims arising out of the provision of services under these terms and conditions exceed the charges paid by Customer for the Services.

INDEMNIFICATION

Micro Precision agrees to indemnify, defend and hold harmless Customer, its affiliates and theirofficers, directors, employees, contractors and agents, from and against all third-party claims, demands, liabilities damages and expenses, including reasonable attorney’s fees and costs, arising out of or resulting from (i) the negligent or wrongful acts or omissions of Micro Precision, or its employees in the performance of the services, including claims resulting from personal injury, death or property damage while on Customer’s premises, or (ii) Micro Precision’s material breach of any of its obligations under this Agreement.

Customer agrees to indemnify, defend and hold harmless Micro Precision, its affiliates and theirofficers, directors, employees, contractors and agents, from and against all third-party claims, demands, liabilities damages and expenses, including reasonable attorney’s fees and costs, arising out of or resulting from (i) any acts or omissions of Customer or its employees in connection with the Services, including claims resulting from personal injury, death or property damage caused by Customer or its employees while on Micro Precision’s premises, or (ii) Customer’s material breach of any of its obligations under this Agreement.

For purposes of this Section, references to third-party claims include claims by Micro Precision’s or Customer’s employees.

RELATIONSHIP OF THE PARTIES

The relationship between the Parties is that of an independent contractor and the company hiring the contractor.  In all matters relating to the Service Agreement each Party shall be solely responsible for the acts of its employees and agents, and employees of one Party shall not be considered employees of the other Party.  Nothing in the Service Agreement shall be construed as creating a partnership, joint venture, agency, trust or other association of any kind between the Parties. 

FORCE MAJEURE

Any delay in or failure of performance by Micro Precision under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of Micro Precision including, but not limited to, acts of God, power outages, governmental restrictions, fires, floods, epidemics, pandemics, terrorism, quarantine restrictions, strikes and unusually severe weather.

NOTICES

All notices, requests or other communications required under this Agreement shall be in writing and deemed to have been received upon delivery.  Notices to Customer will be sent to the address shown on Customer’s purchase order.  Notices to Micro Precision will be sent to the Micro Precision laboratory responsible for the service.  All Legal notices to Micro Precision will be sent to Micro Precision headquarters addressed as follows: Micro Precision Calibration, Inc., attn: Legal Affairs, 22835 Industrial Place, Grass Valley, CA  95949.

MODIFICATION OF TERMS OR CONDITIONS

Modification, or waiver of any of these terms or conditions shall not be effective unless agreed to in writing by Micro Precision’s Corporate Legal Affairs Department.  No other employee can amend these terms or conditions, and any attempts are null, void and without any effect. 

WAIVER

Failure by either party to enforce at any time any provision of these terms and conditions will not be construed as a waiver of such provision or the right to subsequently enforce each and every provision. No waiver by either party, either express or implied, of any other breach of any of these terms and conditions will be construed as a waiver of any other breach of such term or condition.

SEVERABILITY

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in effect.

GOVERNING LAW& VENUE

 These terms and conditions are governed by and construedin accordance with the laws of theState of California, United States without giving effect to any principles of conflicts of law.  Any legal action or proceedings with respect to any obligations under these terms and conditions will be broughtby Micro Precision or Customer in any court having jurisdiction over Customer, or at MicroPrecision’sdiscretion, in the court having jurisdiction over Micro Precision’s location and each Party hereby waives any claim or defense respecting improper venue or lack of jurisdiction in any case brought in such court(s).

Any action or proceedings by Micro Precision against Customer may be brought by Micro Precision in any court having jurisdiction over Customer, or at Micro Precision’s discretion, in the court having jurisdiction over Micro Precision’s location, in which event Customer consents to exclusive jurisdiction in such jurisdiction as selected by Micro Precision and service of process in accordance with the procedures of such jurisdiction.  Any actions or proceedings by Customer against Micro Precision may be brought by Customer only in the State and Federal courts sitting in Nevada County, California and each Party hereby waives any claim or defense respecting improper venue or lack of jurisdiction in any case brought in such court(s).

NO ASSIGNMENT

Customer may not assign, transfer or delegate its rights or obligations under these terms and conditions without the prior written consent of Micro Precision and any attempts shall be null and void.

SURVIVAL

The provisions of this Agreement that by their nature continue, including, but not limited to Warranty and Limitation of Liability, shall survive any expiration, cancellation or termination of this Agreement.

ENTIRE AGREEMENT

These terms and conditions and the Calibration Service Agreement (if applicable) constitute the entire agreement between Micro Precision and the Customer regarding the services.  Customer has not relied on any statement or representation of Micro Precision or any person on behalf of Micro Precision other than the representations, warranties and agreements expressly contained in this Agreement.  All negotiations and prior agreements relating to this Agreement, and any terms or conditions included within Customer’s purchase orders are superseded by this Agreement.

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