As used in these General Terms and Conditions (these “Terms”), each party receiving services from Calibrator LLC. (“CALIBRATOR LLC”) shall be referred to as “Customer”.
CALIBRATOR LLC agrees to provide to Customer, and Customer is retaining CALIBRATOR LLC to provide, such technical assistance for calibration of instruments (the “Services”), as is described in a work order, which may be in the form of a purchase order issued by Customer and accepted in writing by CALIBRATOR LLC, or may be via email communication evidencing an agreement between Customer and CALIBRATOR LLC (each, a “Work Order”). Such services shall be provided in accordance with the provision of these Terms. The Work Order may also provide for the supply by CALIBRATOR LLC of equipment (the “Equipment”). The Services and the Equipment are collectively referred to as the “Works”. These Terms shall be deemed incorporated into each Work Order. In the event of a conflict between the terms of a Work Order and these Terms, these Terms shall apply. These Terms may only be modified in a writing signed by CALIBRATOR LLC. Customer terms referenced or proposed to be incorporated into any Work Order shall be deemed rejected and not incorporated into any Work Order.
CALIBRATOR LLC is an independent contractor. Neither CALIBRATOR LLC nor any employee or contractor of CALIBRATOR LLC shall be deemed an employee of Customer. CALIBRATOR LLC shall be solely responsible for the payment of compensation of CALIBRATOR LLC employees assigned to perform services hereunder, and such employees shall be informed that they are not entitled to the provision of any Customer employee benefits. Customer shall not be responsible for payment of worker’s compensation, disability or other similar benefits, unemployment or other similar insurance or for withholding income or other similar taxes or social security for any CALIBRATOR LLC employee, but such responsibility shall solely be that of CALIBRATOR LLC.
Customer shall designate an individual to serve as Customer’s representative under each Work Order. Customer’s representative will be charged with responsibility of acting as Customer’s agent under a given Work Order, authorized to execute change orders and other amendatory documents, and its principal point of interface with CALIBRATOR LLC under a given Work Order.
4.1. Customer acknowledges that CALIBRATOR LLC’s business is based upon its expertise in providing services to its customers generally similar to those CALIBRATOR LLC will provide to Customer under these Terms, and further, that it is to the benefit of all customers of CALIBRATOR LLC, including Customer, that CALIBRATOR LLC retains all ideas, inventions, know-how and other discoveries created in the course of CALIBRATOR LLC’s work, even those that may have benefitted or even resulted from input from Customer (collectively, “Work Product”). Accordingly, all ownership rights and title to any Work Product is hereby retained by and shall reside with CALIBRATOR LLC.
4.2. Notwithstanding Section 4.1 above, CALIBRATOR LLC hereby grants Customer a nonexclusive, non-transferrable, personal license to utilize and implement any Work Product shared by CALIBRATOR LLC with Customer (the “Customer License”). The Customer License shall be limited in scope to Customer’s internal production purposes and limited in scope to the intended purpose and context of disclosure by CALIBRATOR LLC of said Work Product to Customer. Notwithstanding the foregoing, to the extent any Services, Equipment, or Works provided to Customer include software, such software belongs exclusively to CALIBRATOR LLC. Under no circumstances is CALIBRATOR LLC required to provide to Customer the source code of any software.
5.1. CALIBRATOR LLC warrants that the calibration services provided will be free from defects in workmanship and materials for a period of thirty (30) days from the date of calibration / delivery of the calibrated equipment to the Customer.
5.2. The Customer shall notify CALIBRATOR LLC of any inaccuracy in the calibration results within thirty (30) days after the defect was, or should have been, discovered. CALIBRATOR LLC shall, at its option, either recalibrate the equipment, apply any corrections on certificates, or refund to the Customer the amount paid for the instrument calibrated. Any recalibrated instrument or certificate corrected shall be subject to the same warranty as set forth above.
5.3. CALIBRATOR LLC shall not be liable for damage or loss resulting from ordinary wear and tear, use of the calibrated equipment in a manner not specified in the service agreement, or failure of the Customer to properly operate, maintain, or clean the equipment according to the manufacturer’s guidelines or industry best practices.
5.4. EXCEPT AS EXPRESSLY SET OUT IN THIS PARAGRAPH 5, CALIBRATOR LLC DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE CALIBRATION SERVICES, WHETHER IMPLIED BY LAW OR OTHERWISE, AND ANY SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. THE WARRANTIES SET FORTH IN THIS PARAGRAPH 5 ARE GIVEN IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES OR LIABILITIES IMPLIED BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5.5. The remedies set forth in Clause 5 are the Customer’s exclusive remedies for breach of any warranty. Any lawsuit or other action for breach of the warranties set forth herein must be commenced within ninety (90) days following the expiration of the applicable warranty period.
6.1. Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other party hereto and its officers, directors, shareholders and employees (each, an “Indemnitee”), from and against any third party claim for personal injury or property damage and associated actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and court costs) to the extent arising from or in connection with the negligence or willful misconduct of the Indemnifying Party.
6.2. In the event that an Indemnitee intends to seek indemnification under this Section 5, it will promptly inform the Indemnifying Party of a claim after receiving notice of the claim and will permit the Indemnifying Party to direct and control the defense of the claim; provided, however, that Indemnifying Party will not make any admission on behalf of or to settle any litigation without the prior written consent of Indemnitee, such consent not to be unreasonably withheld or delayed. The Indemnitee will in any event take reasonable steps to mitigate or reduce its loss pursuant to any claim.
7.1. In connection with these Terms, a party (“Disclosing Party”) may disclose to the other party (“Receiving Party”) certain information intended to remain as proprietary and confidential (collectively, “Confidential Information”), including, but not limited to, information regarding production processes, business plans, financial data, operational data, business development plans, and/or other information or processes. The Term “Confidential Information” shall not include information which was or becomes generally available to the public other than as a result of a disclosure by a Party or an affiliate, agent or advisor including, without limitation, attorneys, accountants or consultant (collectively “Representatives”).
7.2. Except as may be required by court order, subpoena or lawful demand of a governmental agency, Receiving Party hereby covenants and agrees: (a) to hold any Confidential Information obtained by it in the strictest confidence, (b) not to directly or indirectly reveal, report, publish, disclose or transfer any Confidential Information to any person or entity (other than officers, directors and other employees or Representatives of Receiving Party on a “need to know” basis (who in turn shall be advised of and subject to the confidentiality obligations set forth herein), and (c) not to utilize any Confidential Information for in a manner inconsistent with the purpose said Confidential Information was disclosed to Receiving Party.
7.3. Receiving Party or its Representative may disclose Confidential Information if required by a governmental agency or court of competent jurisdiction, or the rules thereof; provided, however, Receiving Party agrees to give Disclosing Party prompt notice of receipt of the subpoena or other process requiring or requesting disclosure of Confidential Information.
8.1. In the event of any material breach of these Terms or stipulated terms of a Work Order by either party hereto, the other party may (reserving cumulatively all other remedies and rights under these Terms and in law and in equity) terminate the impacted Work Order(s) by giving 30 days’ prior written notice thereof to the breaching party; provided, however, that these Terms shall not terminate at the end of said cure period if the party in breach has cured the breach of which it has been notified prior to the expiration of said cure period. Notwithstanding the foregoing, in the event of a breach that arises with respect to a specific Work Order, the non-breaching party’s right to terminate shall be limited to the breached Work Order and not to any unrelated outstanding Work Orders, if any.
8.2. Termination of these Terms shall not affect rights and/or obligation of the parties which arose prior to any such termination (unless otherwise provided herein) and such rights and/or obligations shall survive any such termination.
8.3. CALIBRATOR LLC shall have the right to suspend work under all Work Orders in the event Customer is over 30 days delinquent in its payment obligations under any Work Order.
In connection with any on-site services to be provided by CALIBRATOR LLC, Customer shall provide (i) reasonable working space, (ii) safe working conditions and work environment that comply with all applicable laws and regulations, and (iii) access to resources and materials which are necessary for the performance of the services.
10.1. To obtain a quote, customers must submit a formal request to the following contact email, contact@calibrator.tech or through the website by clicking the option of “get a quote”.
10.2. All quotes provided are valid for a period of 30 calendar days from the date of issuance.
10.3. Is customer responsibility to provide all the information needed to estimate the service such as model number, make and number of instruments.
10.4. The sales department will prepare the quote within 1 day period once all the information is available.
11.1. Services will be scheduled upon receipt of either:
11.1.1. A valid Purchase Order (PO), or
11.1.2. An advance payment of 50% of the total estimated cost.
11.2. Upon receiving the PO or confirmation of advance payment, services will be scheduled within 5-6 business days.
11.3. Rescheduling requests must be submitted at least 72 hours prior to the confirmed service date.
11.4. If a service must be cancelled, the following restrictions and rules will apply:
11.4.1. Cancellations made less than 48 hours before the scheduled service may incur a cancellation fee of 100 % on expenses and travel hours.
11.4.2. Cancellations made less than 72 hours before the scheduled service may incur a cancellation fee of 50 % on expenses and travel hours.
11.4.3. Cancellations made less than 5 days before the scheduled service may incur a cancellation fee of 25 % on expenses and travel hours.
11.5. Any cancellation with more than a week before the scheduled service will be free of charge.
12.1. Calibration certificates will be issued and delivered within 5 business days following the successful completion of the calibration service.
12.2. Certificates will be provided in [Format, e.g., digital PDF/hard copy] unless otherwise requested.
The charges for services provided hereunder do not include taxes unless noted otherwise in a Work Order. Customer agrees to pay any tax which may be levied on or assessed under a Work Order (excluding employment related taxes on CALIBRATOR LLC personnel and income taxes on CALIBRATOR LLC’s net income), and, if any such tax is paid by CALIBRATOR LLC, to reimburse CALIBRATOR LLC there for upon receipt by Customer of proof of payment by CALIBRATOR LLC.
CALIBRATOR LLC’s standard payment terms are net 18 days from the date of the invoice. If a Customer has negotiated extended payment terms beyond net 18 days, such terms shall revert to net 18 days if the Customer's account becomes delinquent. This policy ensures timely and consistent financial transactions, crucial for maintaining effective cash flow management within CALIBRATOR LLC. Compliance with these terms is essential for sustaining ongoing business relations and operational efficiency.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR WITHIN THESE TERMS, IN NO EVENT SHALL CUSTOMER OR CALIBRATOR LLC BE LIABLE, ONE TO THE OTHER, FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE, OR USE OF ANY PRODUCTS OR SERVICES PROVIDED PURSUANT TO THESE TERMS AND/OR ANY WORK ORDER. Additionally, under no circumstances shall CALIBRATOR LLC’s liability with respect to any given Work Order exceed an amount equal to the amount received by CALIBRATOR LLC in connection therewith.
CALIBRATOR LLC AND CUSTOMER HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY AND ALL RIGHT WHICH EITHER OF THEM MAY HAVE TO TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING, LITIGATION OR COUNTERCLAIM BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR CALIBRATOR LLC’S SERVICES, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO.
17.1. In no event shall either party be liable to the other for any delay or failure to perform hereunder, which delay or failure to perform is due to causes beyond the control of said party, including, but not limited to, acts of God; acts of the public enemy; governmental actions; fires; floods; epidemics; quarantine restrictions; strikes or freight embargoes. Notwithstanding the foregoing, in every case the delay or failure to perform must be beyond the control and without the fault or negligence of the party claiming excusable delay.
17.2. Performance times under these Terms shall be considered extended for a period of time equivalent to the time lost because of any delay which is excusable hereunder; provided, however, that, if any such delay shall, in the aggregate, last for a period of more than 45 days, either party may terminate the adversely impacted Work Order.
During the time in which CALIBRATOR LLC is providing services to Customer and for a period of two (2) years thereafter, Customer shall not directly or indirectly, in any capacity, interfere with, solicit, hire or entice away any employee or independent contractor, or former employee or independent contractor of the CALIBRATOR LLC (i.e., any person who, at the time of such solicitation or hiring, had been an employee or independent contractor of CALIBRATOR LLC within the past twelve (12) months from the date of determination). Customer covenants and agrees that the restrictions set forth herein and the covenants contained herein are reasonable in their limitation and are necessary to protect the legitimate business interests of CALIBRATOR LLC and that the restraints are not unduly burdensome on CALIBRATOR LLC. The parties further agree that if these restrictions or covenants are found to be unenforceable by a court of competent jurisdiction by reason of the length of time or scope, it is the intention of the parties that said restrictions or covenants be reformed by such court so that such period of time or scope be reduced to the extent necessary to cure such invalidity. The parties also agree that each of the restrictions or covenants set forth herein shall be construed as an agreement independent of any other provisions of this document or Customer’s engagement of CALIBRATOR LLC. The existence of any claim or cause of action that Customer may have against CALIBRATOR LLC, whether predicated on this document or otherwise, shall not constitute any defense to the enforcement of the restrictions or covenants contained herein.
19.1. These Terms shall be binding upon the parties’ respective successor and permitted assigns. Neither party may assign these Terms, and/or any of its rights and obligations hereunder except to a successor entity through merger or consolidation, without the prior written consent of the other party, such consent not to be unreasonably withheld, and any such attempted assignment shall be void. Subject to the foregoing, all of the terms, conditions, covenants, and agreements contained herein shall inure to the benefit of, and be binding upon, any such successor and any permitted assignees of the respective parties hereto. It is further understood and agreed that consent by either part to such assignment in one instance shall not constitute consent by the part to any other assignment.
19.2. The validity of these Terms, the construction of the terms, and the interpretation of the rights and duties of the parties shall be governed by the laws of the State of Florida, without giving effect to its conflict of law principles. The parties agree that the courts situated within or having jurisdiction over Seminole County, Florida, shall be the exclusive courts of jurisdiction and venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, or in connection with, or by reason of these Terms. Customer consents to jurisdiction and venue of any dispute or litigation in the state or federal courts having jurisdiction over Seminole County, Florida.
19.3. No modification, amendment, supplement to or waiver of these Terms or any of its provisions shall be binding upon the parties hereto unless made in writing and duly signed by both parties. Customer waives the right to assert these Terms have been modified through course of dealing or any other equitable concept.
19.4. A failure or delay of either party to these Terms to enforce at any time any of the provisions of these Terms, or to exercise any option which is herein provided, or to require at any time performance of any of the provisions hereof, shall in no way be construed to be a waiver of such provision of these Terms or shall not excuse the other party’s performance of such, nor affect any rights at a later time to enforce the provision.
19.5. In the event any one or more of the Terms shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of these Terms shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which, being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision. If any provision of these Terms is held to be excessively broad as to duration, geographical scope, activity or subject, it is to be construed by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law. If any provision of these Terms or the application of any such provision shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining previsions of these Terms shall continue in full force and effect.
19.6. The terms and conditions of any and all Work Orders and any other attachment(s) to these Terms are incorporated herein by this reference and shall constitute part of these Terms as if fully set forth herein. These Terms, together with so incorporated attachments, constitutes the entire agreement between the parties and supersedes all previous agreements, promises, representations, whether written or oral, between the parties with respect to the subject matter hereof. Customer has not relied upon any oral representations or statements by CALIBRATOR LLC. Customer waives the right to assert it has relied upon any oral representations or statements by CALIBRATOR LLC and waives the right to assert any fraud-based claim, such as fraudulent inducement, against CALIBRATOR LLC based upon any oral representations or statements.
19.7. In the event of any litigation between the parties arising out of or relating to Services, Equipment, Works, or any Work Order, the prevailing party shall be entitled to recover from the non prevailing party all costs and reasonable attorneys’ fees incurred, including, but not limited to, attorneys’ fees in all investigations, mediations, lawsuits, trials, bankruptcies, and appeals, and including all attorneys’ fees and costs incurred in determining the amount of attorneys’ fees and costs.
For any questions or requests regarding these terms and policies, please contact us at contact@calibrator.tech.
CALIBRATOR LLC
919 Banana Lake Road
P.O. Box #951959
Lake Mary, FL 32746
+1-407-721-1750