TERMS AND CONDITIONS OF WECAL PIPET SERVICE, INC. Last Revised 8/1/2025 SERVICE 1. DEFINITIONS – As used herein, the term “WeCal” shall mean WeCal Pipet Service, Inc. Which provides Pipet Calibration Service. The “Contract” shall mean the agreement to which these terms and conditions are attached. “Instrument” shall mean the items listed on the Contract which are (single channel pipet, multichannel pipet, electronic single channel, electronic multichannel pipet, pipet aid, repeator), with respect to which service is to be provided by WeCal as customer request as agreed upon orally or in writing, by quotation or proposal. 2. SCHEDULING SERVICE – Services are to be scheduled by the customer via email, phone call or website submission. The customer is required to provide ample notice requesting on-site calibration, typically around one (1) week. Additionally, expedited services must be requested by the customer prior to 24 hours the day prior to work commencing. 3. QUOTATIONS AND PUBLISHED PRICES – 1) All prices are subject to change without prior notice. 2) Quotations automatically expire 30 calendar days from the date issued unless otherwise stated in the quotation and are subject to withdrawal by notice within that period. 3) Any purchase or service order requested by a customer upon an expired quotation may be accepted by WeCal at its sole discretion; any such acceptance will be communicated to the customer in writing. 4) Prices shown on the published price lists and other published literature published by WeCal are not unconditional offers to sell and/or perform services and are subject to change without notice. 5) WeCal’s prices for instruments, and services unless otherwise specified, do not include an allowance for parts, shipping, installation and/or final on-site adjustment. 6) Pricing that differs from WeCal’s published price lists is confidential to WeCal, and Customer agrees to strictly maintain such confidentiality. 4. TAXES – WeCal's prices do not include any applicable sales, goods/services, use, excise or similar taxes, and the amount of any such tax which WeCal may be required to pay or collect will be added to each invoice and paid by customer unless customer has valid tax exemption certificate acceptable to the taxing authorities prior to service or shipment. If an exemption certificate provided to WeCal by the customer through no fault of WeCal, subsequently determined to be invalid, the previously unpaid sales, use, excise or similar tax will be billed to and paid by customer. 5. TERMS OF PAYMENTS – Once WeCal delivers the instruments, the services will be considered satisfactorily received by the consumer. Unless otherwise specified in the quotation. 1) The fees for the Services will be based on time and materials and will be as indicated in the applicable quotation. 2) Credit & Payment: All services provided by WeCal are subject to credit approval prior to commencement of the work. 3) Invoices are due and payable in full upon receipt by the customer. 4) Methods of payment include purchase order check, ACH or credit card. 5) Payment terms are Net 30 days. 6) Payments which are thirty (30) days past-due are subject to a late payment finance fee of fifteen percent (15%) every thirty (30) days. 7) Calibration certificates (pre-requested) will be issued to the customer following complete payment of the invoice. 8) WeCal retains the right to invalidate customer calibration certificates for work left unpaid after this period. WeCal may take action to have the amount collected. 6. WARRANTIES – Absent a separate warranty issued to customers by WeCal, WeCal expressly warrants the services performed by it to customers solely as set forth herein. These warranties may be transferred to a subsequent customer of the instruments service only with the prior written consent of WeCal. In addition, the following shall constitute the sole and exclusive remedies of the customer for any breach by WeCal of its warranty hereunder. A. SERVICE: WeCal guarantees that services will be provided in a superior manner in accordance with ISO standards. If a nonconformity is found within thirty (30) days of the job being finished and the customer promptly notifies WeCal in writing, WeCal will offer the required assistance, guidance, or consultation to fix the departure from the standard. B. CALIBRATION: WeCal warrants and states that a year from the date of service, pipet calibration under normal use will be assured. If the pipets are broken, dropped, chemical, autoclavable, or misused, a bill will be sent, and the guarantee will not apply. C. PARTS: Should any component supplied by WeCal worn out within ninety (90) days of the service date. Customers should inform WeCal of written notice as soon as possible. If any of these parts turn out to be defective, WeCal will, either change, repair, or provide a replacement part; in exchange, the customer will be responsible for covering the cost of reasonable labor, travel expenses, and time to and from a service facility that WeCal has designated. D. WeCal shall have no liability if the part has been misused, mis maintained, or if the customer has allowed any illegal alterations, repairs, or modifications to the part. The original manufacturer's warranty, if applicable, will be the exclusive source of coverage for the Parts installed by WeCal. 7. TERMINATION – A. In case of cancellation for any reason, Customer must provide twenty-four (24) hours prior written notice of cancellation. B. WeCal reserves the right to charge a travel fee, up to $50 for canceled appointments without giving prior notice. 8. LIMITATION OF LIABILITY – WeCal will not be liable for any loss, claim, expense or damage caused by, customer to or arising out of the acts or omissions of customer or third parties, whether negligent or otherwise. In no event will WeCal's aggregate liability for any and all types of damages or losses related to these terms and conditions, or the products or services sold or delivered pursuant hereto exceed the cost of the item giving rise to the claim sum of $500 (Fife hundred dollars), whether based in contract, warranty, indemnity, or tort (including negligence). Any suit arising hereunder must commence within one year from the date on which the cause of action accrues. 9. BIOHAZARD AND RADIOACTIVE – The Customer needs to ensure that each pipet they submit for service have been cleaned and decontaminated and pose no danger, through bacteriological, virological, chemical, biohazard, or radioactive contamination. and safe for WeCal Technician to handle and service them. Otherwise WeCal reserves the right to terminate the service or delay till the instrument clarifies clean to use. 10. ON-SITE PIPET SERVICES TURNAROUND TIME – The normal lab turnaround time is one business day after pipets are received. It will take Two (2) business days to serve orders containing more than 90 pipets. You can get free 24-hour rush service and weekend service with advance notice if you have at least 100 pipettes. To arrange for services, kindly contact us. There is no responsibility risk and no guarantee on turnaround times on-site. 11. PARTS AND REPAIR – Instruments found to be in an inoperable state (upon examination by WeCal) may require additional Repair Services under the following conditions: 1) WeCal will give the customer an estimate of the cost and turnaround time before starting any service. A trade-in unit will also be quoted at this point if the cost of the repair is determined to be more than 50% of the replacement cost. Without the customers’ written consent, no work will start. 2) Our ability to calibrate certain makes and models of instruments does not guarantee that we can fix it. 3) The availability of replacement parts, the supply chain, and customer approval all affect how quickly objects may be repaired. WeCal does not bear responsible for delays caused by third parties. 4) If more repairs are discovered to be necessary after the repair process has started, they won't start without the customer's prior written consent. 5) Unless advised to be scrapped, any instrument in need of repair whose work is not authorized by the customer will be returned to the customer as is. 6) The labor needed for repairs is billed at a cost that corresponds with the WeCal Price list, which can be obtained upon request. There will be additional costs for the parts needed to finish the repair. 12. ON-SITE CALIBRATION – This refers to the possibility of using the customers’ facilities to carry out calibration work; it is available by agreement. These services are contingent upon meeting the requirements as well as the following terms: 1) WeCal shall observe all plant regulations supplied by the customer and adhere to all applicable safety requirements. 2) Each customer's instrument will be calibrated individually by a WeCal specialist, who will ensure that there is no mixing of other customers’ instruments. 3) back-ordered instrument return to the WeCal facility with our technician for additional authorized repair. 13. SHIPPING AND HANDLING CHARGES – All shipments are shipped ground, on customer expense. Unless the customer selects different methods of shipping, shipping plus a handling charge will be prepaid and billed as a separate item on the invoice. 14. METHODS OF CORRECTION OF DEFECTS DURING WARRANTY – To correct defects WeCal may attempt to diagnose and resolve the defect on next onsite visit. WeCal may require return of the product to the depot for service. If WeCal determines on-site work is required, a service technician will be scheduled for on-site work. If customer gives notice of a defect to WeCal and requests for on-site and WeCal responds to Customer’s notice of defect and no defect is found for which WeCal is liable, WeCal shall be entitled to compensation for any work performed and costs it has incurred as a result of Customer’s request. 15. GENERAL PROVISIONS – WeCal shall not be liable for any failure or delay in fulfilling its obligations under this Agreement that results from events outside of its reasonable control, such as natural disasters, flood, fire, storm, strikes, acts of God, war, terrorist attacks, lock-outs, riots, trade disputes, third-party delays, accidents, shortages, power outages, or environmental issues. A. The agreement that WeCal and the customer have is personal to them both and cannot be assigned to a different entity by one without the other's prior consent in writing. B. WeCal agrees to perform the job as specified in the proposal or quotation personally. We won't subcontract any portion of the work without the customer's prior written consent. C. Nor will the exercise of any right or remedy under this Agreement by either party be interpreted as a waiver of any other rights or remedies. D. Nothing in this Agreement may be interpreted to: (a)Grant either party the authority to direct or control the activities of the other party. (b) Establish the parties as partners, joint venturers, co-owners, or other participants in any joint venture; or (c) Permit either party to create or assume any obligations on behalf of the other party for any reason. WeCal and the Customer have an independent contractor relationship. 16. INDEMNITY – WeCal agrees to indemnify Customer and hold it harmless from and against any direct loss suffered and any direct liability to third parties whenever such loss or liability is directly due to bodily injury (including death) to any third party or direct damage to any third party property occurring in the course of, and caused exclusively by, any negligent act or omission by WeCal on the premises of Customer that occurs in the performance of the work contemplated herein. This indemnity shall include reasonable legal fees and settlements of claim or suit. Customer shall provide prompt written notice to WeCal of any actual or anticipated claims against it that might trigger the foregoing indemnity; failure to do so waives Customer’s right to indemnification hereunder. Following such written notice, WeCal shall have the sole and exclusive right to manage the defense of any indemnified claims and shall be authorized to settle or compromise such claims at its sole and exclusive discretion. Customer shall cooperate in the defense of all indemnified claims as deemed necessary by WeCal. 17. DISCLAIMER OF DAMAGES – IN NO EVENT WILL WECAL BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY TYPE OF SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER SUCH DAMAGES ARISE OUT OF OR ARE A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. Such damages shall include but not be limited to loss of profits or revenues, loss of use of the instrument or associated instrument, cost of substitute instrument, facilities, downtime costs, increased construction costs or claims of customers or contractors for such damages. Customer will not transfer, assign or lease the instrument sold hereunder to any third party without first securing from such party the protection afforded to WeCal herein. 18. GATE PASSES – WeCal [1]’s field service representatives are neither required nor authorized to sign gate passes or similar documents of Customer’s (howsoever characterized) that include conditions which in any way impose liabilities inconsistent with the limitation of liability stated herein or otherwise modify the undertakings of company under these terms and conditions. 19. INSURANCE – Upon request, WeCal shall provide evidence of insurance in accordance with its standard coverage and limits. WeCal does not provide third parties with direct access to its insurance or give additional rights to its insurance, such as naming additional insured parties. 20. GENERAL – The Contract shall be governed by and construed in accordance with the laws of the state of Indiana, United States of America.