QualityGuard™ Terms and Conditions for Calibration - Tsi

Draft of 30 January 2008
APPENDIX B -- TERMS AND CONDITIONS
TSI INCORPORATED SHALL HEREINAFTER BE REFERRED TO AS “SELLER”.
1. PAYMENT; DELIVERY RISK OF LOSS. Unless otherwise agreed, payment is due in U.S. Dollars within 30 days of the date of invoice.
Charges for services are due upon receipt of invoice. Interest in the maximum amount permitted by law may be charged on past due invoices.
Customer shall reimburse TSI for all costs and expenses incurred in the collection of amounts past due, including attorneys' fees. All quoted
delivery dates are approximate and shall commence when TSI has acknowledged receipt of documents required to effect shipment. TSI may
require payment in advance if it believes the financial condition of Customer does not justify shipment, subsequent deliveries, or provision of
services, on the payment terms originally specified. If the Customer becomes bankrupt or insolvent, or a proceeding is brought by or against
Customer under such laws, TSI may cancel any outstanding order, and Customer shall reimburse TSI for its cancellation charges. TSI reserves
the right to ship and to make collection by sight draft.
Unless otherwise agreed, the risk of loss to parts provided pursuant to this Calibration Contract passes to Customer when the parts are
delivered to the carrier, as described in the current INCOTERMS in the case of parts shipped, or when installed if installed by SELER personnel.
Notwithstanding any provision of INCOTERMS or contained herein, equitable title and accession to the parts shall, where permitted by law,
remain with TSI until Customer has paid in full.
2. WARRANTY.
2.1 TSI warrants that:
(a) the services it provides to Customer under this Calibration Contract will be performed in a professional matter, consistent with
industry standards;
(b) spare parts and replacement Supported Equipment provided by TSI under this Calibration Contract will conform to the specifications
for those parts for a period of ninety (90) days after first delivery to Customer.
(c) TSI does not provide any warranty on finished parts manufactured by others or on any fuses, batteries or other consumable materials.
Only the original manufacturer's warranty applies.
In the event of any breach of the foregoing warranties, Customer’s sole remedy, and TSI’s sole obligation will be the reperformance of the
affected service or repair or replacement of the defective spare parts or Supported Equipment during the term of this Calibration Contract.
2.2 THE WARRANTIES SET FORTH IN SECTION 2.1 ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE
PRODUCTS AND SERVICES PROVIDED HEREUNDER, EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED
BY TSI, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
USE, OR FREEDOM FROM INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
2.3 Limitations of Liability. TSI WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING
PRODUCTS OR SERVICES UNDER THIS SERVICE AGREEMENT, OR ANY OTHER PERFORMANCE UNDER OR PURSUANT TO THIS
SERVICE AGREEMENT, OTHER THAN ANY SUCH LOSS OR DAMAGE RESULTING FROM GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF TSI.
2.4 TO THE EXTENT PERMITTED BY LAW, THE EXCLUSIVE REMEDY OF THE USER OR CUSTOMER, AND THE LIMIT OF TSI'S
LIABILITY FOR ANY AND ALL LOSSES, INJURIES, OR DAMAGES CONCERNING THE PARTS OR SERVICES (INCLUDING CLAIMS
BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE) SHALL BE THE RETURN OF PARTS TO TSI
AND/OR THE REFUND OF THE PURCHASE PRICE, OR, AT THE OPTION OF TSI, THE REPAIR OR REPLACEMENT OF THE PARTS. IN
NO EVENT SHALL TSI BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES. TSI SHALL NOT BE
RESPONSIBLE FOR INSTALLATION, DISMANTLING OR REINSTALLATION COSTS OR CHARGES. No Action, regardless of form, may be
brought against TSI more than 12 months after a cause of action has accrued. The parts returned under warranty to TSI's factory shall be at
Customer's risk of loss, and will be returned, if at all, at TSI's risk of loss.
2.5 IN NO EVENT SHALL TSI 'S LIABILITY OF ANY KIND (I) INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF TSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR
DAMAGE, OR (II) EXCEED THE AMOUNT REMITTED TO TSI UNDER THIS CALIBRATION CONTRACT.
3. INSPECTION: ACCEPTANCE. Customer shall inspect parts delivered or services performed within 15 business days from the date of receipt
of the parts or completion of the services. Within that time Customer shall send Seller a written notice specifying any respects in which the parts
or services are nonconforming. Failure to send a written notice shall constitute a waiver of Customer's claims for any nonconformity that an
inspection, whether or not in fact carried out, should have discovered. Customer is deemed to have accepted delivered parts and services on
terms set forth herein, unless within 15 business days of receipt of the parts Customer sends a written notice of rejection that provides detailed
grounds for rejection. No order may be canceled or altered by Customer except on terms and conditions accepted in writing by the Seller. Seller
may impose reasonable cancellation charges. Parts may not be returned for credit unless pre-approved in writing by Seller. A restocking charge
will be applied.
4. CAUSES BEYOND TSI'S CONTROL. TSI will be released without any liability from the performance of its obligations under this Calibration
Contract to the extent an event or condition not within TSI’s control prevents that performance or makes that performance so difficult or costly
that it is commercially unreasonable.
5. SAFETY AND EXPRESS INDEMNIFICATION. During the life of goods sold, Buyer agrees to use its best efforts to ensure that all safety
information provided by TSI is provided to all users (employees and independent contractors). This may include warning labels, instruction
manuals, and training users in the safe installation, use and maintenance of the goods. Buyer agrees to defend, protect, indemnify and hold TSI
harmless from and against all claims, losses, expenses, damages and liabilities to the extent caused by Buyer's negligence, including Buyer's
failure to comply with the aforementioned safety obligations.