Product Maintenance and Repair Agreement Terms

Effective Date: July 2, 2026 (View archived versions)

Seller provides product maintenance and repair service agreements on a per-instrument basis on the following terms. Buyer may purchase from Seller maintenance and repair services (“Services”) for one or more instruments identified on a purchase order (“Covered Product”). Seller's offer to provide the Services to Buyer is expressly conditioned upon Buyer's acceptance of the following terms and conditions (these "Terms"). Any of the following constitutes Buyer's unqualified acceptance of these Terms:

1. Issuance or assignment of a purchase order for the Services,
2. Acceptance of any Service under the purchase order, or
3. Payment for any of the Services under the purchase order.

General Provisions

1. Entire Agreement. Any additional or different terms or conditions proposed by Buyer (including any additional or different terms provided in a purchase order) are void unless expressly accepted by Seller in writing. These Terms, together with the applicable quotation and purchase order, will constitute the exclusive agreement between the parties with respect to the Services for the Covered Products (collectively, the "Agreement"). All prior or contemporaneous understandings, agreements, and representations, whether oral or written, are superseded by this Agreement.
2. Modification
   No modification to this Agreement will be valid unless in writing and signed by Seller.
3. Agent Authority
   Agents and sales representatives of Seller have no authority to make any representations not included herein, and any such representations should not be relied on by Buyer.
4. Amendment. Seller may amend this Agreement upon thirty (30) days’ prior written notice to Buyer. Amendments will not apply retroactively to Services already performed or to any Coverage Period then in effect. Buyer’s continued use of Services after the expiration of such notice period constitutes acceptance of the amended Agreement.

Definitions

In this Agreement, the following terms have the meanings set out below:

"Agreement" means these Terms, together with the applicable quotation and purchase order, as described in General Provisions Section 1.

"Covered Product" means one or more instruments identified on a purchase order for which Buyer has purchased Services.

"Coverage Period" means the twelve (12) month period from the applicable annual start date of the Agreement, as described in Section 1.3.

"Seller Representative" means an authorized service engineer of Seller.

"Service Component" means a specific feature, offering, response level, entitlement, or limitation applicable to the Services, as expressly identified in the applicable Agreement.

"Service Plan" means a service plan purchased by Buyer for one or more Covered Products, as described in Section 16.

"Services" means the maintenance and repair services purchased by Buyer from Seller for one or more Covered Products.

I. GENERAL SERVICE TERMS

1. Services.

Subject to this Agreement, Seller will use commercially reasonable efforts to provide the Services expressly described in this Agreement for the Covered Product. The Services cover diagnosis and repair of any malfunction directly resulting from and traceable to defects in materials and workmanship attributable to Seller. Each Agreement may include one or more service components (each, a “Service Component"). Service Components include the specific features, offerings, response levels, entitlements, and limitations applicable to the Services. Only the Service Components expressly identified in the applicable Agreement are included. Each Covered Product will be expressly identified in the applicable Agreement by its unique serial number(s). Seller will provide Services only for such identified Covered Products and only during the applicable service term.

Subject to Buyer's payment, Seller will be responsible for all costs incurred in providing the Services, including labor and materials, shipping, and travel expenses, except as otherwise provided in this Agreement. Seller will have the right to determine in its sole discretion what corrective action it will perform to fix any malfunction in the Covered Product. In the case of mixed causation (that is, where a malfunction arises from both a defect in materials and Buyer’s use or maintenance practices), Seller will make a good-faith determination of the primary cause. That determination will be final absent manifest error. Seller may subcontract the Services to a third-party contractor, provided that Seller will be responsible for the third-party contractor's compliance with this Agreement.

Seller provides Services for the Covered Products in accordance with the following requirements:

Buyer removes and decontaminates Covered Products from biohazardous Buyer locations.

A Seller Representative will not enter any Biosafety Level ("BSL") 4 Buyer location for any purpose.

A Seller Representative may enter a BSL 3 Buyer location and provide Services, subject to confidentiality, only if Buyer:

• demonstrates that removal of the Covered Product from the Buyer location is not feasible;
• provides evidence of decontamination, when asked, for Covered Products that require Service;
• provides a list of recommended inoculations available against the biohazardous location materials;
• provides information about hazards in the location;
• provides instructions for safe entry into the location;
• provides instructions for fire, exposure, spill, and other potential emergencies; and
• provides appropriate safety equipment in good condition, with acceptable fit and with reasonable instructions for use.

Seller Representatives will not sign waivers before entering any biohazardous Buyer location.

Seller Representatives retain the right to refuse Services until the above requirements are met to the satisfaction of the Seller Representatives, who are trained to have reasonable safety expectations.

Buyer will reference the applicable agreement number as shown on Seller's quotation for the Services on all purchase orders submitted by Buyer to Seller.

1.1. Equipment Availability. Buyer agrees to make a Covered Product under the Agreement available for servicing at the time of each scheduled Preventative Maintenance ("PM") or emergency service call. Seller will contact Buyer to set a mutually agreeable date and time for a service visit.

1.2. Service Eligibility. Any product that has not been maintained under a Seller warranty or previous Agreement with Seller or a Seller-authorized provider immediately prior to the date of an Agreement may be subject to inspection, certification, or up-front maintenance, at Buyer’s expense, to ensure that such product meets Seller’s standards for maintenance and support. Seller, at its sole discretion, will determine instrument eligibility for Service.

1.3. Service Components. The parties acknowledge that pricing for Service Components reflects, among other things, Seller’s reservation of production capacity, personnel, technical resources, inventory, and scheduling availability. Buyer is solely responsible for scheduling, requesting, or releasing a Service Component. Unless otherwise expressly agreed in writing by the parties, Buyer must schedule and Seller must complete the requested Service Component within twelve (12) months from the applicable annual Agreement start date (“Coverage Period”).

1.4. If Buyer fails to schedule a Service Component within the Coverage Period, Seller may invoice Buyer for the unused Service Component as if it had been delivered or performed upon expiration of the Coverage Period.

1.5. Coverage Period

1.5.1. No Obligation to Perform After Expiration. Following expiration of the Coverage Period, Seller will have no further obligation to deliver or perform the Service Components, unless otherwise expressly agreed in writing by Seller, notwithstanding invoicing under this Section 1.

1.5.2. Coverage Period Extensions. Any extension of the Coverage Period must be expressly agreed in writing by Seller and may be subject to additional fees, revised pricing, or revised delivery or performance timelines.

1.6. Pricing, Payment, and Non-Refundability. Seller will issue any invoice under this Section 1 at the prices set forth in the applicable purchase order. Buyer will pay such invoice in accordance with the payment terms set forth in this Agreement. All amounts invoiced under this Section are non-cancellable and non-refundable.

1.7. Service Completion. Services will be deemed completed upon Buyer’s written acceptance, or upon Seller providing written notification of completion and Buyer’s failure to raise a written objection within five (5) business days.

1.8. Health, Safety, and Environment. When required by Seller (or applicable law), Buyer will make available at least one (1) suitably qualified person who can ensure the safety of Seller’s Representatives at all times during performance of the Services at Buyer’s location. If no such person is made available, Seller reserves the right to charge Buyer at Seller’s then-current price list for an additional person to be present. Seller’s Representatives may suspend the provision of Services and disconnect any relevant equipment if they consider there is a risk to their safety or health.

2. Replacement Parts.

2.1. Included Parts. Seller will provide, free of charge, replacement parts for any defective or damaged parts due to defects in materials and workmanship for Covered Products. A replacement part will be an original equipment manufacturer part. Seller warrants replacement parts against defects in materials and workmanship for ninety (90) days from the date of installation. Replacement parts may be new, remanufactured, or refurbished at Seller's sole discretion. Any parts that have been removed and replaced will become the property of Seller.

2.2. Excluded Items. Seller will not provide, free of charge, consumables. Consumables (for example, microplates, cuvettes, spectratest plates, lamps, patch plates, water, and air filters) and reagents are not included in the Services. Buyer may purchase these items separately from Seller.

3. Response Time and Return Procedure.

Buyer may contact Seller by telephone or email to report any malfunction of a Covered Product between 8:00 a.m. and 5:00 p.m. Pacific Time ("PT"), Monday through Friday, excluding Seller holidays. Seller will acknowledge all Service requests in writing. A list of standard holidays will be provided to Buyer upon request. Response times are as stated on the applicable quotation, product description, or Service Level Schedule at the time of purchase.

4. Support Conditions.

Seller's obligation to provide the Services is conditioned on Buyer:

a) notifying Seller of any Covered Product malfunction within thirty (30) days of Buyer’s discovery;

b) providing Seller all information relating to the malfunction;

c) packing and shipping the defective Covered Product (if depot serviced) to Seller's facility in accordance with Seller's instructions;

d) providing access to the defective Covered Product and Buyer's facility where it is located and informing Seller of any potential hazards that may be encountered while servicing the Covered Product (if field serviced); and

e) returning a completed and signed Clearance Certificate.

4.1. Suspension
Seller’s obligation to provide Services is suspended for so long as Buyer fails to satisfy any of the conditions set forth in this Section. Any such period of suspension will not count against applicable response time targets.

5. Service Exclusions.

Seller may refuse to provide the Services with respect to any Covered Product that has not been properly maintained as referenced in Seller’s published maintenance guidelines or user manual, or that cannot be decontaminated or cleaned to remove any hazardous material. In addition to the foregoing, the exclusions set forth in Section 17 (Exclusions from Service Plans) apply equally to Services provided under this Agreement. Malfunctions attributable to unauthorized modification, configuration, or installation of software not provided or authorized by Seller are excluded from coverage.

6. Price/Payment Terms

Seller will sell and invoice Services at the prices listed on the applicable quotation, website, or published price list. Prices do not include sales, excise, use, or other taxes now in effect or hereafter levied by reason of this transaction. Buyer will pay and indemnify and hold Seller harmless from all such taxes. Payments made by credit card may be subject to a processing fee as set forth on Seller's then-current quotation or price list.

A. Payment terms are net thirty (30) days from date of invoice. Seller will invoice Buyer for the full amount upon acceptance of Buyer’s purchase order for the Service, unless otherwise indicated on Seller’s quotation for such Service. Seller reserves the right to require alternative payment terms, including, without limitation, site draft, letter of credit, or payment in advance.

B. If payment is not received by the due date, a late charge will apply at 1.5% per month (eighteen percent (18%) per year), or the maximum rate permitted by law, whichever is less, on unpaid invoices from the due date.

C. Suspension and Acceleration.

C(i). Suspension. If Buyer is delinquent in paying any amount owed to Seller by more than ten (10) days, then without limiting any other rights and remedies available to Seller under the law, in equity, or under the Agreement, Seller may suspend performance of Services for the Covered Products purchased by Buyer.

C(ii). Acceleration and Cancellation. Alternatively, Seller may, by notice to Buyer, treat such delinquency as a repudiation by Buyer of the portion of the Agreement not then fully performed. In that case, Seller may cancel all further performance of Services and associated deliveries, and any amounts unpaid under the Agreement will immediately become due and payable. If Seller retains a collection agency or attorney to collect overdue amounts, all collection costs, including attorney's fees and expenses, will be payable by Buyer.

D. Buyer Representation. Buyer represents to Seller that Buyer is solvent and agrees that each acceptance of delivery of the Products sold under the Agreement will constitute reaffirmation of this representation at such time.

E. Seller reserves the right to adjust pricing at the time of each annual renewal by providing Buyer with not less than sixty (60) days’ prior written notice.

7. IP Ownership.

As between Seller and Buyer, Seller will exclusively own all rights in and to any inventions, improvements, or technology created, developed, or made by any employee or contractor of Seller in connection with the performance of the Services. To the extent any jointly developed inventions arise, ownership shall be determined by mutual written agreement of the parties; absent such agreement, Seller will own all right, title, and interest therein, and Buyer hereby assigns any rights it may have in such inventions to Seller. Nothing in this Agreement grants Seller any right or license to Buyer’s pre-existing intellectual property, data, or confidential information.

8. Warranty and Disclaimer.

8.1. Limited Warranty. Seller warrants that it will provide the Services at least in accordance with generally accepted standards prevailing in the instrument repair industry. Buyer must make warranty claims within ninety (90) days after Services are performed.

8.2. Disclaimer. EXCEPT AS PROVIDED IN THIS AGREEMENT AND IN THE TERMS AND CONDITIONS OF SALE OF THE COVERED PRODUCT, SELLER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, THE COVERED PRODUCT, AND THE REPLACEMENT PARTS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SELLER'S SOLE LIABILITY AND RESPONSIBILITY UNDER THIS AGREEMENT FOR BREACH OF WARRANTY IS RE-PERFORMANCE OF THE SERVICES WITHIN A REASONABLE TIME. THESE ARE BUYER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY.

9. Limitation of Liability.

LIMITATION OF LIABILITY. IN NO EVENT WILL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICES EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (a) THE FEES PAID BY BUYER FOR SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM, OR (b) THE AMOUNT SET FORTH IN THE APPLICABLE QUOTATION. THIS LIMIT APPLIES IN THE AGGREGATE, REGARDLESS OF THE NUMBER OF CLAIMS. THE LIMITATIONS IN THIS SECTION 9 WILL NOT APPLY TO:

(i) CLAIMS ARISING FROM SELLER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;

(ii) DEATH OR PERSONAL INJURY CAUSED BY SELLER'S NEGLIGENCE;

(iii) FRAUD OR FRAUDULENT MISREPRESENTATION BY SELLER; OR

(iv) ANY INDEMNIFICATION OBLIGATIONS OF EITHER PARTY UNDER SECTION 10.

10. Indemnity.

10.1. Buyer Indemnification Obligation. Buyer will defend, indemnify, and hold Seller harmless from any and all claims, losses, damages, debts, settlements, costs, attorneys' fees, expenses, and liabilities (collectively, "Claims") arising from or related to any injury to employees or contractors of Seller caused by: (a) improper installation or use of a Covered Product by Buyer; (b) power supply used by Buyer with a Covered Product; or (c) any material processed by a Covered Product.

10.2. Indemnification Procedure. Seller will have the right to participate in or conduct the defense of any Claim with counsel of its own choice. Seller will use reasonable efforts to promptly notify Buyer of any such Claim, promptly being within ten (10) business days of Seller becoming aware of such Claim. No settlement of a Claim will be binding on Seller without its prior written consent.

10.3. Seller Indemnification Obligation. Seller will defend, indemnify, and hold Buyer harmless from any third-party claims arising from: (i) Seller's gross negligence or willful misconduct in performing the Services; (ii) infringement of any third-party intellectual property rights by the Services or any replacement parts provided by Seller; or (iii) death or personal injury caused by the negligence of Seller's personnel. Seller shall not settle any Claim without Buyer's prior written consent where such settlement imposes any obligation, restriction, or liability on Buyer.

11. Term and Termination.

11.1. Initial Term. Unless otherwise expressly stated by Seller in writing, the initial term of the Agreement is one year, commencing on the date designated in the Service Plan or otherwise specified to Buyer.

11.2. Termination for Material Breach. Either party may terminate the Agreement effective immediately if the other party commits a material breach and fails to cure such breach within thirty (30) days after receiving written notice of the breach. If Seller terminates as a result of Buyer's material breach, Seller will not be obligated to refund any portion of the fees paid for the Services.

11.3. Termination on Trade-In. Buyer may terminate by providing Seller thirty (30) days' prior written notice if Buyer trades in the Covered Product to purchase another product from Seller. In that case, Seller may apply a credit toward purchase of Services for the new product equal to the prorated amount of the fees paid for the Services based on the remaining duration of the original coverage plan.

11.4. Restrictions on Transfer. Seller may terminate this Agreement if Buyer transfers the Covered Product to another location.

11.5. Early Termination Fee

In the event Buyer terminates the Agreement prior to the end of the term, Buyer will promptly: (i) pay Seller for the Services actually performed, including PM and corrective maintenance, in accordance with Seller’s list prices for such Services and expenses actually and reasonably incurred in servicing a Covered Product prior to the date of such termination; and (ii) (except in the case of termination by Seller) pay 65% of the charges relating to the relevant Agreement that would have been payable in respect of the period after such termination. Seller will credit any payments made by Buyer in excess of this amount (for example, through advance payments) to Buyer's account within thirty (30) days after the date of such termination for use in purchasing Seller products or services.

11.6. Survival. Sections 1.4–1.6, 7, 8, 9, 10, 11, 12, and 13 will survive any termination or expiration of this Agreement.

12. Independent Contractor.

The parties are acting under this Agreement as independent contractors and not as partners, agents, fiduciaries, or joint venturers. Neither party has the power or authority to represent, act for, or bind the other party.

13. Force Majeure.

13.1. Trigger. Any delay in the performance of any duties under this Agreement (except for payment of fees owed) by either party will not be considered a breach if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, epidemic disease, governmental actions or restrictions, cyberattacks, supply chain disruptions, acts of terrorism, or other events beyond the reasonable control of such party.

13.2. Notification. The affected party must notify the other party in writing within five (5) business days of the commencement of a force majeure event.

13.3. Resumption. The affected party will use reasonable efforts to resume performance as soon as possible.

13.4. Termination for Prolonged Force Majeure. If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate this Agreement upon written notice to the other party. Seller will provide a prorated refund of any prepaid fees for Services not yet performed.

14. Assignment.

Seller may assign this Agreement without Buyer’s consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of the assets of Seller or the relevant business division, provided that the assignee assumes all of Seller’s obligations under this Agreement. Buyer may assign this Agreement without Seller’s consent to an affiliate or subsidiary of Buyer, provided Buyer remains jointly and severally liable.

15. Governing Law.

This Agreement will be governed by the laws of the State of California, without regard to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California.

II. SERVICE PLANS

16. Service Plan Process.

If Buyer purchased a Service Plan for the Covered Product(s) (each, a “Service Plan”), Seller will prioritize Service requests from Service Plan customers over non-plan service requests and will use commercially reasonable efforts to respond within the timeframes set forth in the applicable Service Level Schedule attached to or referenced in the quotation.

16.1 Depot Service Plans

For Service requests under a depot Service Plan, if the Service request cannot be resolved over the telephone, Seller will email a Service request package to Buyer within twenty-four (24) hours. The package will contain a Service request number, clearance forms, and, if applicable, customs forms. Upon receiving the Service request package, Buyer will pack and ship the defective Covered Product to Seller's facility in accordance with the instructions provided by Seller. For Covered Products supported via depot Service Plans, Seller will be responsible for the cost of shipping the defective Covered Product to Seller and the cost of shipping the repaired or replaced Covered Product to Buyer, but not the insurance cost. Buyer will have the option to purchase insurance.

16.2 Field Service Plans

For Service requests under a field Service Plan, if the Service request cannot be resolved over the telephone, Seller will dispatch a Seller Representative. Seller will use reasonable efforts under the circumstances to provide Services as quickly as possible. The Service will be scheduled at a time mutually agreed upon by Seller and Buyer.

16.3 Instrument Replacement Plans

For Service requests under an instrument replacement Service Plan, if the Service request cannot be resolved over the telephone, Seller will, at Seller’s cost, replace the defective Covered Product with a new or refurbished product, at Seller’s discretion. The replacement will be scheduled at a time mutually agreed upon by Seller and Buyer. Seller will provide Buyer with product replacement forms, including a clearance form and, if applicable, customs forms. Within thirty (30) days from the date of receipt of the replacement product by Buyer, Buyer will pack and, at Seller’s expense, ship the defective Covered Product to Seller's facility in accordance with the instructions provided by Seller. If Buyer fails to return the defective product within such thirty (30) day period, Seller will invoice Buyer for the price of the replacement product and Buyer will pay such invoice.

16.4 Loaner Instrument

Seller may, at its discretion and based on instrument availability, provide a loaner instrument(s) with equivalent functionality to Buyer, at no cost to Buyer, for use for Buyer's internal business purposes during such time as the Services for Buyer's Covered Product(s) are performed. Buyer acknowledges that all right, title, and interest in and to such loaner instrument(s) will at all times remain with Seller. Buyer will return such instrument(s) to Seller upon the earlier of Seller's request or completion of Services for Buyer's respective Covered Product(s).

16.5. Custom Products

If Buyer purchased a Service Plan for custom products provided by Seller to Buyer, the technical requirements set forth in the Statement of Work or Technical Document issued by Seller to Buyer in connection with the purchase of such custom products will serve as product specifications for the purposes of such Service Plan.

17. Exclusions from Service Plans.

Software maintenance and protocol development services are expressly excluded from Service Plan coverage. Where a malfunction results from both software and hardware issues, Seller will use commercially reasonable efforts to identify and resolve the hardware component of the malfunction, even where the underlying software issue is excluded. In addition, Seller is not obligated to provide the Services if any malfunction arises from or relates to:

(a) improper installation of the Covered Product;

(b) neglect, misuse or abuse of the Covered Product including Buyer’s failure to maintain environmental and other conditions required by the Covered Product specifications, manuals and/or other documentation;

(c) use of unauthorized parts, consumables or reagents, or removal of any parts;

(d) repair, modification or alteration of the Covered Product by anyone other than an authorized Seller Representative;

(e) relocation, decontamination, de-installation or re-installation of the Covered Product;

(f) failure of or erratic electrical power or uninterruptible power systems (UPS) or line conditioners; or

(g) fire, earthquake, flood, or other force majeure event.

The Services do not include training in using, diagnosing, or repairing the Covered Product, relocation of the Covered Product, or any service other than those referred to herein. If Seller determines that a malfunction is excluded from coverage, Seller will provide Buyer with a written explanation. Buyer may dispute the exclusion in writing within ten (10) business days, and the parties will use good faith efforts to resolve the dispute within fifteen (15) business days after that.

III. TIME AND MATERIAL SERVICES

18. Time and Material Depot Services.

18.1. Purchase Order Requirement. For depot Services provided to Buyer on a time and material basis (that is, where Covered Products are not under an existing warranty or Service Plan for depot Services), Buyer will place a purchase order ("PO") with Seller for the amount equal to the estimate stated in Seller's quotation for the Service before shipping a Covered Product to Seller. The PO must reference the instrument type and serial number.

18.2. Cost Estimation. If the actual cost of the Services (parts, labor, and shipping) is less than the estimate, Seller will bill Buyer the actual cost of the Services without further communication. If the cost of the Services is determined to exceed the estimate, Seller will contact Buyer before any further work is done.

18.3. Communication and Authorization. Seller will provide a revised estimate within five (5) business days of determining that costs will exceed the original estimate.

18.4. Response Timeframes. If Buyer does not respond to a revised estimate within 10 business days, Seller may return the Covered Product to Buyer and invoice the minimum depot service fee, plus any reasonable storage costs accrued after the 10 business day period.

18.5. Return Procedures. If Buyer wishes to continue with the Services, Buyer will amend the PO to equal the revised estimate for the Services as quoted by Seller.

18.6. Invoicing. If Buyer does not wish to proceed with the Services based on such estimate, the Covered Product will be returned to Buyer and Buyer will be invoiced for and will pay the minimum depot service fee according to Seller's then-current list price as quoted by Seller.

19. Time and Material Field Services.

19.1. Dispatch and Estimation. For field Services provided to Buyer on a time and material basis (that is, where Covered Products are not under an existing warranty or Service Plan for field Services), Seller will dispatch a Seller Representative only upon receipt from Buyer of a PO for the amount equal to the minimum field service fee according to Seller's then-current list price as indicated on Seller's quotation. If the cost of the Services is determined to exceed the minimum field service fee, Seller will provide an estimate for such Services to Buyer before any further work is done. If Buyer wishes to continue with the Services, Buyer will amend the PO amount to equal the estimate for the Services as quoted by Seller.

19.2. Standard Labor Rates. Seller may charge Buyer at its standard labor rates for time spent relating to online or onsite induction, preparation and submission of documentation, and completion of administrative tasks (exceeding 30 minutes in aggregate) required by Buyer relating to Seller’s provision of Services and for wait time of Seller Representatives at the Buyer location.

Revision: July 2, 2026