Calibration Service Terms and Conditions






1. Rates.


a. Current.  Standard calibration rates are provided in the TTE Laboratories, Inc. (“TTE”) Price List.  All discounts, special pricing and conditions applicable to a specific contract or Customer will be included in a Customer or contract-specific price list, including, but not limited to, TTE’s EZCAL™ service program, EON S Pipettes and Calibration Customer Rewards Program for purchases on its website.  Otherwise, prices and conditions in the TTE Price List apply.  Calibration rates for equipment not listed on the TTE Price List will be quoted upon receipt of the equipment.  All discount and special pricing promotions require minimum calibration services with TTE to maintain such discounts.


b. Changes.  With the exception of contract-specific pricing as noted above, or prices already quoted and accepted as represented by Customer’s purchase Order for services to be or being performed, TTE reserves the right, at any time and without notice, to change rates, prices, and terms.


2. Calibration Service Performed.  Calibration will be performed to confirm that each pipette unit (“Pipette”) meets published original equipment manufacturer (OEM) accuracy and performance specifications.  A standard number of data points will be evaluated in accordance with TTE calibration procedures.  If specific test points or customer tolerances are required by the Customer, the additional requirements must be specified in writing by Customer prior to commencement of the calibration work and may be subject to an additional charge for such work.


3. Special Calibration Requirements.  Any calibration requirements not within the scope of the standards TTE complies with, including documentation, must be requested in writing prior to commencement of the work, and may incur additional charges.


4. Repairs Required for Calibration.  If repair is required, repair approval will only be requested from the Customer if the cost to repair the Pipette is greater than Fifty (50%) Percent of the cost to replace such Pipette.  All other repairs shall be done without requesting approval from the Customer unless TTE has agreed to evaluate the instrument at no additional cost.  For EON S Pipettes, repairs and/or replacements will be provided at no extra charge, subject to program terms and conditions and the additional warranty provisions described below and on Exhibit A, attached hereto.  If repair is approved by the Customer, TTE will commence work to bring the Pipette within specified tolerances.  An evaluation fee for determining cost of repair may or may not apply depending upon whether repair requirements can be determined in the course of the normal calibration work and whether the Pipette must be returned to a vendor or factory-approved repair facility for evaluation or repair.  The Customer will be required to pay the overhead cost of a repair evaluation, including shipping, even if it declines to have the Pipette repaired.


5. Un-Repairable or Un-Calibratable Equipment.  If a Pipette fails to meet all specifications regardless of calibration, or if the Customer declines to have the Pipette calibrated or repaired to meet specifications, or for any other reason decides not to have calibration of the Pipette completed after commencement of work, the Customer will be charged for the calibration and for any work approved by the Customer prior to termination of the calibration work.  The Pipette will be tagged with a “broken instrument” label and returned to the Customer with a return notice and any “as found” data, provided that such data is available and the Customer has requested such information. If documentation of the test data is required, it may be provided at an additional charge.  EON S pipettes shall be subject to the warranty and program provisions set forth on Exhibit A, attached hereto.


6. Minimum and Subsequent Charges.  A one-hour minimum evaluation fee as specified applies to all equipment (other than EON S pipettes) sent to TTE for repair.  A subsequent cost estimate will be provided if repairs are required.  Repairs will not commence until the estimate is approved by the Customer.  The evaluation fee will be waived if the repair estimate is accepted.  If additional repairs are found to be necessary, the Customer will be notified for approval prior to initiating additional repairs.  If the Customer declines to have repairs performed after work has commenced or requests that repair efforts cease before the repair is completed, the Customer will be charged for the amount of labor and materials consumed up to that point and the equipment will be returned in “as is” condition.


7. Calibration Standards.


a. Compliance.  TTE is ISO 17025:2005 certified.  All calibration work will be performed in accordance with ISO 8655 recognized metrology standards for Pipette calibration and certain industry-specific quality assurance programs as stated on the certificate of calibration.  If compliance with more or other standards is required, this will be evaluated prior to acceptance of the work and will be complied with solely at TTE’s discretion.  Such additional compliance must not be in conflict with the standards TTE complies with and is subject to an additional charge if that compliance requires additional work or documentation.


b. Laboratory Reference Standards.  All work will be performed using ISO 8655 compliant test equipment that is traceable to the National Institute of Standards and Technology (NIST) and to the International System of Units (SI).  TTE certifies that the measuring devices used meet or exceed all measurement tolerances, unless otherwise noted.


c. Special calibration.  If during calibration it is found that a Pipette cannot be calibrated to meet specifications, the Customer may request a special calibration of the Pipette at a lesser accuracy or noting an exception to a specific function or range of the Pipette.  The Customer also may request a custom specification of ,of a Pipette at a lesser tolerance overall or for specific characteristics, but no certificate will be provided with respect to such custom specification.  This must be requested in writing prior to commencement of the calibration work.


8. Documentation.


a. Calibration Certificates & Labels.  Standard calibration rates include a certificate of calibration and unless specifically requested by the Customer, the calibration label will be affixed to the equipment.  Upon written request, labels can be provided with the certificate of calibration. Test reports will be provided at an additional charge and priced according to the applicable price list.  They may be included in the calibration rates of a Customer-specific price list if that Customer requires a test report in all cases.  A standard test report includes “as found” and “as left” data.  That is, readings taken during initial accuracy evaluation of the Pipette and the readings taken following calibration, if the Pipette is found out of tolerance.  If “as found” readings are reported prior to completion of calibration of the Pipette (split reporting), an additional charge may apply, and in such an instance, the comment section will reflect the incomplete status of certificating by including language to the effect that the certificate is for investigational purposes only.  If permission must be obtained from the Customer prior to calibrating a Pipette, it must be specified by the Customer in writing prior to receipt of the equipment by TTE.  Otherwise, it will be assumed that TTE has permission to calibrate the Pipette as required to meet published manufacturer’s specifications


b. Specialty Reports.  Upon Customer’s request and at an additional cost to the Customer, TTE may provide specialty reports, including, but not limited to, Fail Reports, Asset Reports and any other reports TTE may be capable of producing.


c. Sample Certificates.  A sample certificate of calibration, specialty reports,  and/or test reports will be provided upon request.  Any additional data, special labeling, customized reports or certificates and any other requirements beyond the standard documentation provided by TTE will be at additional charge.


9. Calibration Cycle.  The standard calibration cycle will be determined by the Customer and will commence on the date of calibration.  Date of calibration and the expiration date will be stated on the certificate of calibration and calibration label affixed to the equipment.  Other calibration cycles outside of those listed on the Calibration Service Form may be specified by the Customer and must be requested in writing. 


10. Recall Program.  TTE will maintain a Customer database and will send out calibration recall notices to notify Customers of items due calibration the following month unless instructed in writing by the Customer not to send such recall notices.


11. Term.  These Terms and Conditions are effective from the date the contract for calibration services is signed, and will remain in force until the expiration date of the contract.  Contracts may be continuous and renewable with provision for periodic price changes.  In all cases, prices remain in effect until work-in-progress is completed.


12. Credit and Payment.  All calibration work is subject to credit approval prior to initiating the work.  Equipment held for over thirty (30) days following notification that the work is complete due to lack of payment, or other unresolved Customer-related issues, will be subject to a storage fee.  Past due payments are subject to a late payment charge for each month late equal to the lesser of (a) one and one half (1.5%) percent of the outstanding invoice amount or (b) the maximum rate allowable by law for each invoice total or other amount not paid within thirty (30) days after its due date.


13. Equipment Defects or Discrepancies.  Equipment defects or discrepancies specifically related to calibration or repair services provided by TTE must be reported to TTE in writing to Director of Quality within forty eight (48) hours after the Customer receives the equipment, or it will be presumed the received equipment and documentation is as ordered, was received in good condition, is accepted, and will be billed and paid for.


14. Taxes; No Offsets.  Customer agrees to pay all charges, fees, impositions and taxes, including, but not limited to, sales, use, personal property, withholding and value added taxes imposed by any taxing authority on the Pipette or its rental, ownership, use, or purchase hereunder.  All Customer payments payable hereunder shall be paid without any deduction, offset, or reduction.


15. Shipment.  Shipping is F.O.B. at TTE’s location in Hopkinton, MA.  TTE will package the equipment appropriate to the equipment and shipping method.  When provided, TTE will use a Customer’s shipping container unless it is deemed inadequate or unsuitable for the shipping method requested.  Seller shall insure goods to the delivery location specified on each purchase order and such cost shall be paid in advance or reimbursed by Customer as the case may be.  The Customer is responsible for both the incoming and outgoing shipping charges.  Shipping costs are included for EZCAL™ Customers.  TTE shall not be liable for transportation delays.  Freight damage to the equipment or total loss of equipment by a carrier shall be the sole responsibility of the Customer.  It is the Customer’s obligation to ensure the equipment is properly packaged for shipment to TTE.


16. Excusable Delays.  TTE shall not be liable for delays in shipment due to (a) cause(s) beyond its reasonable control; (b) acts of God, acts of the Customer, acts of civil or military authority, governmental priorities, strikes, fires, flood, epidemics, war, acts of terrorism, riot, delays in transportation; or, (c) inability for any cause beyond TTE’s reasonable control to obtain necessary materials, components, services or facilities.


17. Standard Warranty.


a. Acceptance.  If the equipment is found out-of-tolerance or not functioning correctly upon receipt by Customer, TTE must be notified in writing, at the address specified above, within forty eight (48) hours of receipt.  The equipment must be returned to TTE for evaluation.  If it is determined that the equipment is in the same condition as it was when shipped and that it does not meet specifications as described above, it will be recalibrated at no charge to the Customer.  Any other costs associated with recalibration, including parts, materials, and shipping, will be the responsibility of the Customer.


b. Term.  TTE warrants the equipment calibrated to meet the parameters stated in the certificate of calibration and to be in proper operating condition (or if in a lesser operating or accuracy condition as agreed to by the Customer) at the time of shipment for an evaluation and reporting period of forty eight (48) hours.  TTE will not be held responsible for the stability, application or performance of the equipment that may affect its ability to operate within accuracy and operating specifications beyond that period.


c. Reference Standard Tolerances.  If following calibration of equipment, a laboratory reference standard used to calibrate it is found out of tolerance, the Customer will be notified.  If the calibration period has not expired, the Customer may, at its option, return the equipment for calibration at no charge.  All other costs associated with the recalibration or the use or application of the affected equipment is the responsibility of the Customer.


18. Standard Repair Warranty.  TTE’s standard warranty period for repairs is Three Hundred Sixty Five (365) days from the date of calibration from TTE.  This warranty includes only the components replaced and functions affected by repairs performed by TTE.  Additional warranties apply for Customers of TTE’s EZCAL™and EON S Pipettes, as more particularly described on the attached Exhibit A, if applicable.  TTE is not responsible for failure due to shipping damage, or handling. abuse or misapplication by the Customer. If repaired equipment also was calibrated by TTE and the failure is TTE’s responsibility, the equipment will be recalibrated at no charge.  TTE is not responsible for the cost of calibration or recalibration not performed by TTE.  If TTE, in its sole discretion, determines that any damage to any Pipette was caused by TTE’s improper packaging or handling of said Pipette, then TTE shall repair, recalibrate, or replace such Pipette, provided that the Customer shall ship such damages or broken Pipette to TTE.


19. Exclusivity and Limitation of Liability.


a. The foregoing Warranty is exclusive and in lieu of all other warranties, written or oral, implied or statutory, UNLESS EXPRESSLY AGREED IN WRITING.  TTE does not warrant the marketability of the equipment or the fitness or suitability of the equipment for any specific application.


b. In no event shall TTE be liable for any consequential, incidental, or exemplary damages, including, but not limited to, loss of profit or revenue, loss of use of the products, or any associated equipment, cost of substituted products, facility, services, or replacement power, downtime costs, or claims of the Customer’s for such damages, whether as a result of breach of contract, warranty, tort (including negligence), or otherwise.  The foregoing Warranty shall constitute the Customer’s sole remedy and TTE’s sole liability.


20. Customer Liability.  The Customer shall not attempt to request or enforce warranty coverage for equipment that is assigned, rented to, or otherwise used by third parties.  For warranty coverage to apply, it is the Customer’s responsibility to return equipment to TTE in the same un-damaged condition as shipped following repair or calibration.


21. Default.  In the event that any invoice is not paid for a period of thirty (30) days or more after becoming due, or the Customer is otherwise in default under the terms hereof, TTE may take action to collect the amount owed.  TTE may also invalidate certifications performed and warranty coverage on equipment associated with the unpaid invoice and discontinue work on and retain any Customer equipment currently on TTE premises until the invoice is paid.


22. Bankruptcy or Cessation of Business.  In the event a petition, under the Federal Bankruptcy Act, is filed by or against the Customer, or the Customer makes an assignment for the benefit of creditors, or a Receiver for the Customer is appointed or applied for, or the Customer ceases to function as a going concern, TTE may declare the Customer to be in default and exercise all remedies or rights that TTE may have at law or in equity to recover any and all unpaid amounts owed to TTE.


23. Governing Law.  The formation, validity, construction and performance of any contract between TTE and Customer shall be governed by the laws of the Commonwealth of Massachusetts, without application of conflicts of laws principles.


24. Severability.  Should any part of these Terms and Conditions, for any reason, be declared invalid or unenforceable, the invalidity or unenforceability of the particular provision shall not affect the other provisions, and these Terms and Conditions shall be construed in all respects as if such invalid or unenforceable provision had not been contained herein.