TERMS AND CONDITIONS

Aldinger Company, a Texas corporation d/b/a Electrical Test Instruments, together with its affiliates and subsidiaries, is referred to as “we”, “our”, and “us” within the following terms and conditions (these “Terms”). The customer purchasing goods or services from us is referred to herein as “Customer”. The Customer’s acceptance of the goods or services provided by us shall manifest the Customer’s assent to these Terms. These Terms prevail over any of Customer's general terms and conditions of purchase regardless of whether or when Customer has submitted its purchase order or such terms. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.

OVERVIEW AND SCOPE OF SERVICES

We provide calibration, testing, and related services as specified in applicable quotations, service agreements, or statements of work. Unless otherwise noted, our standard calibration services include:

(a) SI-traceable calibration with As Found/As Left data, test standards used;

(b) ISO/IEC 17025:2017 Accredited calibration services when specifically requested on the purchase order and within the capabilities of the laboratory; and

(c) ANSI Z540.1-1994 compliant calibration services.
Customer shall specify the required service level for each instrument. Unless otherwise specified, calibrations are performed to manufacturer's specifications or our procedures. Custom specifications or test points may be accommodated at additional cost.
Calibration intervals shall be determined by Customer or will default to the manufacturer's recommendation, the previous calibration interval indicated on the device, or 12 months if unspecified. Calibration stickers will be affixed to each item where possible unless otherwise instructed. We do not assume responsibility for determining appropriate calibration intervals and expressly disclaim any liability arising from improper calibration interval selection.
Services are performed at our facilities during normal business hours unless otherwise agreed. On-site services are available upon request and require Customer to provide timely access to equipment, environmentally controlled workspace, and necessary facilities. Additional charges apply for travel, wait time, and work beyond standard hours or distances.
Repair services may be offered separately from calibration. Any necessary repairs identified during calibration will be quoted for approval before proceeding. Customer's failure to authorize quoted repairs may result in minimum evaluation fees. When repairs are authorized and performed, post-repair calibration is included.
We may, with Customer's prior approval, transfer instruments to our other facilities (within or outside our network) or subcontract services to qualified third-party vendors. Customer authorization is required for any outsourced calibration or repair.
Basic cleaning and minor adjustments are included in calibration services. Excessive cleaning, parts replacement (including batteries, fuses, and lamps), and repairs incur additional charges.
Calibration certificates may be provided electronically and/or made available in an online portal or database. Recall notices with due dates may be provided but due dates remain the customer's responsibility to track. Data entry to customer systems may be available at an additional cost
Unless otherwise noted, the decision rule utilized for accredited calibrations is Simple Acceptance as defined in ILAC G8, and the measurement uncertainty does not exceed the tolerance of the unit under test. The customer shall assess the results and uncertainty when determining fitness of use for their application. This is considered “shared risk” where both the calibration provider and the customer jointly accept the risk that calibration results meet the specified tolerances with a specified confidence interval. For instances where this is not possible or where the uncertainty is close to the tolerance, we may elect to note on the certificate that the measurement uncertainty was added to the tolerance and make the acceptance window larger by the uncertainty (i.e., gage blocks, plug gages, etc...).

LIMITATION OF LIABILITY AND INDEMNIFICATION

Limitation of Liability. NEITHER PARTY, NOR ITS REPRESENTATIVES OR AFFILIATES, SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, DOWNTIME, LOSS OF DATA, LOSS OF USE, DIMINUTION IN VALUE OR GOODWILL, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THESE TERMS OR THE PERFORMANCE OF SERVICES HEREUNDER, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

Liability Cap. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL AMOUNT PAID TO US UNDER THESE TERMS FOR THE SPECIFIC SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) THE COST OF CORRECTING THE DEFECTIVE PRODUCT OR SERVICE.

Time Limitation. Any claim by Customer against us relating to defective products, parts, or calibrations must be made in writing promptly upon discovery and, in any event, within 6 months from the date of shipment or completion of services. Failure to give such notice within the specified time will constitute an absolute and unconditional waiver of all such claims.

Indemnification for IP Claims. We will defend, at our expense, any suit brought against Customer based on a claim that any product furnished by us under these Terms constitutes an infringement of any United States patent, and shall pay costs and damages finally awarded in any such suit, provided that Customer: (a) notifies us promptly in writing of such claim; (b) gives us full authority, information, and assistance for the defense of same; and (c) makes no admission or takes no other action prejudicial to our defense. If the use of such product is enjoined, we shall, at our option and expense, either procure for Customer the right to continue using the product, replace it with a non-infringing product, modify it to become non-infringing, or refund the purchase price upon return of the product. Customer shall indemnify, defend and hold us harmless against any expense or loss resulting from infringement of patents, trademarks, or other intellectual property arising from compliance with Customer's designs, specifications, or instructions.

Third-Party Claims. We shall have no liability for any claim arising from Customer's misuse of products or Customer's negligence. We assume no liability for equipment used by organizations other than Customer or for transportation delays or other circumstances beyond our reasonable control.

Survive Termination. The provisions of this Limitation of Liability and Indemnification section shall survive the termination or expiration of these Terms.

WARRANTY AND RECALIBRATION POLICY

Limited Warranty. We warrant that our calibration and repair services will be performed in a professional manner consistent with industry standards. If any calibrated or repaired equipment is found to be out of tolerance or inoperable within ninety (90) days from the date of our service due solely to defects in our workmanship, out-of-tolerance standards used during calibration, or defective repair parts we provided, we will, at our option, either recalibrate or repair the equipment at no additional charge.

Warranty Claims. To make a warranty claim, Customer must notify us in writing before the warranty period expires and return the equipment to our facility. Upon verification of the warranty claim, we will perform the recalibration or repair at no charge. Unless otherwise specified in writing, Customer is responsible for all shipping costs associated with warranty returns.

Warranty Exclusions. This warranty does not cover: (a) normal measurement drift; (b) equipment damaged or misused after return to Customer; (c) unauthorized alterations or repairs by Customer or third parties; (d) consumable items such as batteries, fuses, and lamps; (e) damage resulting from improper calibration intervals; or (f) equipment used outside of manufacturer specifications. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY EXPRESSLY DISCLAIMED.

Calibration Intervals. Calibration intervals shall be determined solely by Customer based on their quality system requirements, applicable regulations, and equipment usage. Unless otherwise specified in Customer's purchase order, we will default to a twelve (12) month calibration interval for documentation purposes only. WE DO NOT ASSUME RESPONSIBILITY FOR DETERMINING APPROPRIATE CALIBRATION INTERVALS AND EXPRESSLY DISCLAIM ANY LIABILITY ARISING FROM IMPROPER CALIBRATION INTERVAL SELECTION.

Recalibration Notification. As a courtesy, we may provide recall notices between thirty (30) and ninety (90) days before equipment is due for recalibration based on the last calibration date and the established interval. These notifications are provided as a convenience only and do not transfer responsibility for maintaining calibration schedules from Customer to us. Customer may access calibration records and due dates through our online portal when available.

Third-Party Services. Any calibration or repair services performed by third parties or manufacturers are subject to the warranty terms of those providers and are expressly excluded from our warranty coverage.

CANCELLATION AND TERMINATION

Term and Expiration. These Terms shall remain in effect for the period specified in the applicable quotation or service agreement. Unless otherwise stated in writing, these Terms will expire at the end of the period without automatic renewal.

Termination for Breach. We may suspend or terminate these Terms by written notice if Customer fails to pay any amount when due or breaches any material provision of these Terms. Customer shall have thirty (30) days from receipt of written notice to cure such breach. If Customer fails to cure within this period, we may terminate these Terms effective immediately.

Termination on Renewal Date. Either party may terminate these Terms on any scheduled renewal date by providing written notice to the other party at least thirty (30) days prior to such renewal date.

Cancellation of Specific Services.

(a) Work in Progress: Customer may cancel a work order after work has commenced but before completion. Customer remains responsible for payment of all labor performed and materials consumed up to the point of cancellation.

(b) On-Site Services: Cancellation of scheduled on-site services requires at least forty-eight (48) hours' advance notice. Customer cancelling on the day of scheduled on-site service will be invoiced the minimum charge per visit plus any applicable travel expenses. If cancellation occurs less than forty-eight (48) hours before scheduled service that included accommodation arrangements, Customer may be responsible for any non-refundable accommodation fees.

(c) Quotations: Price quotations are valid for sixty (60) days from issuance unless otherwise specified. After this period, services must be requoted for Customer's approval. Deviations from original equipment list and quote may require re-quoting and/or additional charges.

Effect of Termination. Termination or cancellation of these Terms, regardless of cause, shall not relieve Customer of the obligation to pay for services performed and expenses incurred prior to the effective date of termination. Upon termination, all outstanding invoices shall become immediately due and payable.

Survival. Any provision of these Terms that contemplates performance or observance subsequent to termination shall survive termination and continue in full force and effect.

FORCE MAJEURE AND EXCUSABLE DELAYS

Neither party shall be liable for any failure or delay in performance of its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God; natural disasters; fire; flood; earthquake; storms; epidemics; pandemics; quarantine restrictions; acts of terrorism or war; civil disturbance; riots; strikes; lockouts or other labor disputes; interruptions of telecommunications, power, or transportation; failure of suppliers, subcontractors, or carriers; inability to obtain necessary labor, materials, components, equipment, facilities, or services; governmental restrictions, regulations, or priorities; or any other cause beyond the reasonable control of the affected party.
The party experiencing a force majeure event shall:
(a) provide written notice to the other party within a reasonable time after the onset of the force majeure event, describing its nature and expected duration;
(b) use commercially reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as reasonably possible; and
(c) keep the other party informed of its efforts and expected timeline for resuming performance.
During a force majeure event, the parties' obligations affected by such event shall be suspended on a day-to-day basis to the extent prevented or delayed, but all other obligations shall remain in effect. We will continue to provide services to the best of our ability under the circumstances.
If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate the affected portions of these Terms upon written notice to the other party, without future liability for such termination. Customer shall remain obligated to pay for all services performed and expenses incurred prior to such termination.
We reserve the right to cancel orders or reschedule services if performance becomes impracticable due to a force majeure event. Upon resolution of the force majeure event, we will work with Customer to resume services as promptly as practicable.

SAFETY

Safety Standards. We are committed to maintaining a safe working environment and will comply with all applicable safety laws, regulations, and Customer's reasonable site-specific safety requirements that are provided to us in writing prior to commencement of services.

Right to Refuse Work. We reserve the right to refuse to perform any work that, in our reasonable opinion, would expose our personnel to hazardous conditions or create unreasonable safety risks. We shall not be liable to Customer for any delays, additional costs, or failure to perform services resulting from such refusal.

Protective Equipment. We will provide standard personal protective equipment (PPE) necessary for our personnel to perform services safely. Any specialized protective clothing, equipment, or training required by Customer's specific site conditions or requirements shall be provided to us by Customer at no cost, or Customer shall reimburse us for the reasonable cost of obtaining such items.

Customer Equipment and Facilities. Customer warrants that all instruments and equipment provided to us for calibration, testing, or repair are free of hazardous, toxic, radioactive, biological, or other contamination in accordance with applicable State/Federal transportation and safety requirements. We reserve the right to refuse acceptance of contaminated equipment or to return such equipment at Customer's expense.

On-Site Services. During on-site services, we will:

(a) follow all applicable safety requirements;

(b) observe all plant regulations provided by Customer in advance;

(d) report any safety concerns to Customer's designated safety representative.

Site Access and Labor Disputes. We reserve the right to refuse to cross picket lines if, in our reasonable opinion, doing so may result in harm or potential harm to our employees. In such cases, we will work with Customer to reschedule services at no additional charge once safe access can be arranged.

Hazard Notification. Customer shall inform us in advance of any known or potential hazards associated with the equipment to be serviced or the environment where services are to be performed. Failure to disclose known hazards may result in termination of services without liability on our part.

Contractor Compliance Platforms (e.g., ISNetworld, Avetta): At Customer’s request, and when reasonably necessary to perform the Services at Customer or its customers’ sites, we will register with, maintain profiles on, and submit required documentation to Customer-designated contractor compliance/prequalification platforms (including ISNetworld, Avetta, or similar). Platform-related costs—including enrollment/registration, subscription/maintenance, per-site or per-event access fees, questionnaire/audit review fees, badging/credentialing, background checks, and third-party portal/upload fees—are outside the Service pricing and may be reimbursable at cost plus an administrative fee of 15% or may be separately charged as set forth in the applicable Quote/Order/SOW. Our obligation is limited to making reasonable, good-faith submissions; approval status, scores, or timing are controlled by the platform and/or Customer criteria and are not warranted by us. Any delay or additional cost arising from platform review, changes to Customer criteria, or third-party processing will result in an equitable adjustment to the schedule and charges.

SHIPPING AND HANDLING

Costs and Charges: All shipping and handling charges are additional to the quoted prices and will be calculated at the time of shipment. A standard handling fee of $15 may apply to all shipments. Customer may provide their shipping account number for use in lieu of invoiced shipping charges, provided such arrangements are made prior to shipment. Unless otherwise specified, we will select the carrier and shipping method. Special packaging requirements will incur additional fees.

Risk of Loss and Title: All shipments are F.O.B. point of shipment. Title, right of possession, and risk of loss transfer to Customer upon tender to the carrier. Customer is responsible for filing any claims with the carrier for loss or damage during transit.

Insurance and Declared Value: Unless Customer specifies otherwise in writing prior to shipment, declared value for each shipment will be set to the estimated replacement value of the items. We are not responsible for amounts exceeding the declared value. Customer must specify and pay for any additional insurance requirements.

Documentation and Packaging: Customer is responsible for providing all required documentation for shipped items. We are not responsible for items not properly documented on purchase orders or packing lists. For Customer-arranged shipments, Customer is responsible for proper packaging; we are not liable for damage resulting from improper packaging.

Discrepancies and Claims: Customer must inspect all shipments upon receipt and report any discrepancies or damage within 5 business days of delivery. Failure to report within this timeframe constitutes acceptance of the shipment as received.

Company Transport Services: When we provide pickup and delivery services, we assume responsibility for items from the time they leave Customer's premises until returned, provided Customer has supplied adequate packaging and documentation. Additional fees may apply based on distance.

Additional Charges: All duties, taxes, customs fees, and other government charges related to shipping are the Customer's responsibility and are not included in our pricing.

Return Shipments: Return shipments to third-party vendors will not use Customer's shipping account without prior authorization. All return transport is at Customer's expense and risk unless expressly agreed otherwise in writing.

PRICING AND PAYMENT TERMS

Pricing Basis. Prices for services are as stated in our current price list or quotation. Quoted prices are valid for sixty (60) days from date of issuance unless otherwise specified. A minimum order charge of $125 applies to all orders. All prices are exclusive of taxes, shipping, handling, and other fees unless explicitly stated otherwise.

Standard Services. Standard calibration services are priced according to local servicing location current rate schedule. Adjustments required during calibration may incur additional charges in addition to the original calibration fee. Pricing for requested equipment calibration or repair will be noted in account specific quotes and subject to separate terms of service agreement.

Expedited Services. Expedited services may be available based on local servicing location capacity and will incur additional charges subject to degree of expedition and servicing location rate schedule.

On-Site Services. On-site services may be subject to a minimum charge per visit, excluding travel expenses. Weekend, holiday, or off-hours services may incur an additional surcharge. Customer delays causing technician downtime will be billed at local servicing location hourly rate per technician.

Travel Expenses. Travel time may be billed at local servicing location technician hourly rate, to be outlined in customer specific service contract. Per diem charges may apply for work requiring overnight stays. Additional travel expenses (lodging, airfare, rental cars, tolls, parking, etc.) will be billed as incurred or as outlined in service contract.

Additional Charges. The following additional charges may apply:

(a) Shipping and handling: Actual carrier charges plus $15 handling fee per shipment

(b) Protective packaging: $20 per container for carrier shipments

(d) Excessive cleaning: Up to fifteen-minutes labor without prior notification

(e) Failed calibration: Full calibration fee applies unless equipment is inoperable upon receipt

Third-Party Services. Services performed by third-party vendors will incur a management fee of the vendor charges, to be outlined in customer specific service contract.

Payment Terms. Payment terms will be defined by service contract. Unless otherwise expressly agreed in such service contract or other written agreement between Customer and us, Customer must pay all invoiced amounts due to us within thirty (30) calendar days from the date of our invoice. Terms may be available for eligible customers pending credit check. Should terms / credit limit be exceeded, we reserve the right to revert terms to prepayment. We accept payment by check, ACH transfer (preferred), and major credit cards. Credit card payments are due immediately upon invoice with no net terms. ACH payment may be required, and non-ACH customers may incur a surcharge.

Credit Card Fee. Payment via credit card, whether due upon receipt or against open balance, shall incur a 3% processing fee, where allowed by law. Payment may be processed via link on digital invoice or by calling the local contact or Customer Experience team for manual entry of credit card details. Credit card details may be held on file encrypted at the request of Payer or Payee.

Late Payments. Overdue accounts will incur a late payment fee of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less, calculated daily from the payment due date. We reserve the right to modify credit terms or suspend services for accounts with payment issues. We reserve the right to submit severely delinquent accounts to third-party debt collection agencies after written notification of final due to accounts with balances beyond 60 days past due. We reserve the right to hold equipment

Taxes. All prices exclude applicable taxes. Customer is responsible for all taxes except those based on our income or property. Tax exemption certificates must be provided prior to invoicing.

REPAIR SERVICES AND PROCEDURES

Repair Evaluation and Quotation. If we determine during calibration that equipment requires repair or substantial adjustment, we will pause the calibration process and notify the Customer. We withhold the option to provide a written estimate of repair costs and estimated turnaround time. For repairs exceeding 50% of replacement cost, we may also provide a replacement unit quote for Customer consideration. No repairs will be performed without Customer's written authorization.

Authorization Requirements. All repairs require explicit written approval from Customer before work commences. This includes initial repairs and any additional repairs discovered during the service process. Customer may provide standing repair authorization with specified financial limits in writing prior to service.

Evaluation Fees. If Customer declines recommended repairs, an evaluation fee may apply. For equipment sent for calibration but found to need repair (with repair declined), we will charge either the standard calibration price or a minimum charge of $125, whichever is greater, depending on whether calibration data was obtainable.

Repair Capabilities. Our calibration capabilities do not necessarily indicate repair capabilities. Certain equipment may have limited repair options due to manufacturer restrictions, parts availability, or proprietary technology. We do not guarantee our ability to align or repair all instruments, even if we can calibrate them.

Repair Components. Repairs may utilize new or reconditioned parts at our discretion. All replaced components become our property unless otherwise specified in writing. Basic cleaning is included in our standard calibration service, but excessive cleaning requiring more than 15 minutes of labor may incur additional charges without prior notification.

Consumables. Batteries, fuses, lamps, and similar consumable items are not included in calibration or repair pricing and will be charged separately when replaced.

Third-Party Repairs. We may coordinate repair services through the original equipment manufacturer or qualified third-party vendors when necessary or more practical. All third-party repair quotations require Customer approval before proceeding. Customer is responsible for all third-party evaluation fees, which will be disclosed in advance when known.

Documentation. We maintain calibration and repair history for at least five years. Upon completion of repairs, we will provide documentation of work performed. For equipment found out of tolerance, we may provide separate out-of-tolerance notifications and relevant data.

Turnaround Time. Repair turnaround times depend on parts availability, need for outsourcing, and obtaining Customer approval. We are not responsible for delays caused by third-party vendors or parts availability issues beyond our control.

Unclaimed or Abandoned Equipment. Equipment for which repair is not approved will be returned in as-is condition or disposed of after providing Customer notification, according to our standard abandoned property procedures.

GENERAL PROVISIONS OF SALES OF PRODUCT

The sales of product and related services by us, including all our branches and locations, to the Customer, are also governed by these Terms. By placing an order with us, Customer agrees to be bound by these Terms.

Authorized Distribution

We operate as an authorized distributor or representative for various manufacturers. Products sold by us may be manufactured by third parties. We make no representations regarding the availability of products beyond what is communicated at the time of order acceptance.

Product Recommendations

(a) We may provide recommendations regarding product selection based on discussions with Customer about their apparent requirements.

(b) Customer acknowledges that we cannot and do not have complete knowledge of all Customer's specific needs, including but not limited to technical specifications, usage environment, regulatory requirements, or special conditions such as areas requiring intrinsically safe equipment.

(c) All recommendations are offered as suggestions only. Customer remains solely responsible for determining the suitability of any product for their specific application, environment, and intended use.

Engineering and Construction Services

(a) Customer acknowledges that we are not a professional engineering firm and do not directly provide construction or engineering services.

(b) When requested by Customer, we may arrange for subcontractors to perform related services, including but not limited to: i) concrete construction of decks or pits for scales, ii) crane services for equipment installation, and iii) other installation services related to purchased products.

(c) Any engineering drawings or specifications for such services are typically provided by the product manufacturer, not by us.

(d) Customer acknowledges that when we arrange for subcontracted services: i) Subcontractors are independent contractors, not employees or agents of us, ii) our role is limited to facilitating the engagement of such subcontractors, and iii) we are not responsible for the quality, timeliness, or accuracy of work performed by subcontractors, except as specifically warranted in writing.

Consolidated Purchase Orders

(a) We understand that Customer may prefer to issue a single purchase order covering both products and related installation/construction services.

(b) When Customer requests us to handle construction, installation, or other services as part of a product purchase, Customer acknowledges that: i) we will engage appropriate subcontractors at our discretion, ii) our responsibility is limited to reasonable selection of subcontractors, and iii) additional fees may apply for our coordination of such services.

Warranties

(a) Products sold by us may be covered by manufacturers' warranties, the terms of which vary by manufacturer and product.

(b) We will pass through to Customer all manufacturers' warranties to the extent permitted by the manufacturer.

(c) Customer acknowledges that manufacturers' warranties: i) may or may not be provided directly to Customer at time of purchase, ii) may have different coverage terms (e.g., parts only, labor excluded, etc.), iii) may require registration or activation by Customer, and iv) may have specific procedural requirements for warranty claims.

(d) Unless expressly stated in writing, we make NO ADDITIONAL WARRANTIES beyond those provided by the manufacturer.

(e) WE EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.