Terms and Conditions of Service

These Terms and Conditions ("Terms") govern all calibration, repair, on-site field service, calibration asset management, and related services ("Services") provided by Field Calibrations, Inc. ("FCI") to the customer ("Customer") pursuant to any estimate, quotation, invoice, or work order issued by FCI.

FCI delivers Services under two integrated components: (a) accredited calibration and related technical work performed on individual Assets under ISO/IEC 17025:2017 (IAS certificate CL-112); and (b) calibration asset management, being the ongoing lifecycle administration of Customer's enrolled Assets within FCI's System of Record, including Enrollment, interval assignment, Recall Notification, Overdue Notification, exception reporting, controlled Disposition, and Historical Recall Audit. Acceptance of any FCI estimate constitutes acceptance of both components with respect to the Assets identified.

Acceptance of any FCI estimate — including but not limited to (a) approval via the "Review and Approve" link in the estimate, (b) issuance of a purchase order (PO), (c) credit card authorization, (d) indication of Cash on Delivery (COD) or Deposit on Receipt (DOR) payment terms, (e) verbal or written confirmation, or (f) delivery of equipment to FCI for Service — constitutes full and unconditional acceptance of these Terms.

Acceptance of an estimate authorizes only the Services, Assets, and line items identified on that estimate. Troubleshooting, Repair, and any other work not identified on the estimate are not authorized by acceptance of the estimate and will be performed only after approval under Section 6.

Per ISO/IEC 17025:2017 Clause 7.1 (Review of requests, tenders and contracts), FCI reviews each request against its accreditation scope and technical capability, and will notify Customer in writing of any deviation between the request and what FCI can deliver before Service commences. Where the request falls outside FCI's IAS scope of accreditation (certificate CL-112), FCI will identify the affected line items and, where technically capable and legally permitted, may proceed only with Customer's written authorization on a clearly identified non-accredited, limited, subcontracted, or declined basis, consistent with Clause 6.6 (Externally provided products and services).

FCI expressly objects to and rejects any additional, different, or conflicting terms contained in any Customer purchase order, acknowledgment, confirmation, click-through agreement, or other document. Such terms shall have no effect and shall not become part of any agreement between the parties unless FCI expressly agrees to them in a separate written agreement — such as a Memorandum of Agreement (MOA), Master Services Agreement (MSA), or Supplier Quality Agreement — signed by an authorized representative of FCI.

The following defined terms apply throughout these Terms. Definitions are drawn from and consistent with ISO/IEC 17025:2017, ILAC-P14:09/2020 (Policy for Uncertainty in Calibration), ILAC-G8:2019 (Guidelines on Decision Rules and Statements of Conformity), and the International Vocabulary of Metrology (VIM, JCGM 200:2012).

FCI accepts the following payment methods:

Customer must specify the preferred payment method at the time of estimate approval. Work will not commence until both quote approval and confirmed payment method are received.

Invoices unpaid after 30 days from the invoice date shall accrue a service charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by Arizona law, whichever is less. Customer is responsible for all reasonable collection costs, including attorney fees. Certificates of calibration may be withheld and future orders declined until all past-due balances (including accrued service charges) are paid in full.

All prices quoted on an FCI estimate are valid for thirty (30) days from the estimate date. FCI reserves the right to revise prices for estimates that have expired or for estimates where the scope of work has materially changed. Any change to the scope, quantity, priority, or complexity of the Service after estimate acceptance, including Troubleshooting or Repair, requires a written change order approved by an Authorized Customer Representative before the additional work begins, and may result in revised pricing and turnaround times. Written approval may be given by signed change order, revised purchase order, or email from the Authorized Customer Representative. Requests or direction from other Customer personnel, including engineering or technical staff, do not authorize additional work or charges. Change orders are reviewed consistent with ISO/IEC 17025:2017 Clause 7.1.4 (differences between the request and the contract resolved before work begins) and Clause 7.1.6 (repeat of contract review when a contract is amended after work has commenced).

FCI turnaround times are calculated in business days, excluding weekends and federal holidays, and begin upon receipt of both (a) equipment at FCI's facility (or, for on-site service, upon technician arrival) and (b) confirmed payment method per Section 4. Turnaround commitments are established as part of contract review under ISO/IEC 17025:2017 Clause 7.1.

Standard turnaround for lab calibration is approximately 15 business days (range 10–30) from equipment receipt to certificate issuance. Priority service is available for an additional fee ranging from 50% to 250% of the base calibration fee, and includes:

Priority status must be clearly indicated on the quote approval, PO, or at time of delivery.

FCI reserves the right to decline, modify, or renegotiate any Service if the equipment received differs materially from what was described in the Request for Quote (RFQ) — including but not limited to differences in quantity, make, model, serial number, condition, calibration parameters, tolerance requirements, or scope of accreditation applicability. Intake, condition assessment, and handling are performed under ISO/IEC 17025:2017 Clause 7.4 (Handling of test or calibration items).

Equipment received without matching quote approval and confirmed payment method may be placed on administrative hold. Handling and storage fees may apply at FCI's then-current rates.

Calibration certificates are released only after (a) completion of the Service, (b) FCI's internal quality review per ISO/IEC 17025:2017 Clause 7.8 (Reporting of results), and (c) satisfaction of all payment obligations per Section 4. FCI reserves the right to withhold certificate release for accounts with past-due balances per Section 5.

Where an FCI certificate includes opinions or interpretations — such as pass/fail statements, recommended recalibration intervals, or fitness-for-use assessments — those opinions are based on documented technical basis and are authorized only by personnel designated per ISO/IEC 17025:2017 Clause 7.8.7 (Reporting of opinions and interpretations). Opinions and interpretations are clearly identified on the certificate and are outside the scope of accreditation unless expressly stated otherwise on the certificate.

Equipment not retrieved by the Customer within ninety (90) days of Service completion and notification of readiness is subject to storage fees of twenty-five dollars ($25) per item per month, calculated from the ninety-first (91st) day. FCI will provide written notice by U.S. certified mail (return receipt requested) or verified email to the Customer's last-known address on the ninety-first (91st) day. Equipment abandoned for more than one hundred eighty (180) days from the notification date may be disposed of, sold, or otherwise transferred by FCI to recover unpaid charges, without further notice to Customer. FCI is not liable for any loss of value or use resulting from disposition of abandoned equipment.

This Section 10 governs physical equipment held at FCI's facility. Assets that remain in FCI's System of Record but are not physically at FCI (including Assets in Customer's use, in transit, or of unknown location) are governed by Section 21 (Calibration Asset Management Program) and require written Disposition under Section 21.7 to be removed from Active Status.

FCI warrants that Services will be performed in accordance with (a) ISO/IEC 17025:2017 requirements, including Clauses 7.2 (Selection, verification and validation of methods), 7.6 (Evaluation of measurement uncertainty), and 7.8 (Reporting of results); (b) FCI's IAS accreditation scope (certificate CL-112); (c) ILAC-G8:2019 for conformity decision rules; and (d) the manufacturer's specifications for the equipment calibrated, unless otherwise specified in the estimate or an accompanying MOA.

To the extent required by federal contract clauses (including FAR 52.246-2 (Inspection of Supplies — Fixed-Price), FAR 52.246-11 (Higher-Level Contract Quality Requirement), DFARS 252.246-7003 (Notification of Potential Safety Issues), or successor provisions), this limitation shall be modified only to the minimum extent necessary to comply with such clauses. Nothing in this Section shall be construed to waive rights or remedies that cannot lawfully be waived, including under Arizona consumer-protection statutes.

Customer shall indemnify, defend, and hold harmless FCI, its officers, directors, employees, agents, and affiliates from and against any claims, damages, liabilities, costs, or expenses (including reasonable attorney fees) arising out of or in connection with (a) Customer's misuse of any calibrated equipment, (b) Customer's failure to disclose material information about the equipment's condition or intended use, (c) any hazardous, contaminated, or radioactive material included with the equipment without prior written disclosure to FCI, or (d) any third-party claim resulting from Customer's use of the calibrated equipment, except to the extent such claims arise from FCI's gross negligence or willful misconduct.

To the extent not otherwise limited by Section 11 (Warranty and Limitation of Liability), FCI shall indemnify, defend, and hold harmless Customer from and against any third-party claims, actions, demands, or proceedings alleging any liability, loss, damage, cost, or expense (including reasonable attorney fees) to the extent arising from FCI's negligence, intentional misconduct, or breach of applicable law in the performance of Services. This obligation is reciprocal with Customer's obligations under Section 12 and does not expand FCI's total liability beyond the limits stated in Section 11.

Neither party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, government orders, pandemics, war, terrorism, cyberattacks, labor disputes, or utility outages. The affected party shall notify the other party promptly and use reasonable efforts to resume performance.

FCI operates in accordance with the impartiality and confidentiality requirements of ISO/IEC 17025:2017 Clause 4.1 (Impartiality), Clause 4.2 (Confidentiality), and Clause 6.2 (Personnel). Customer data, calibration results, equipment information, and any other information disclosed (intentionally or unintentionally) by Customer to FCI that a reasonable person would consider confidential are treated as confidential and are not disclosed to third parties except (a) as required by law, regulation, or accreditation body audit, (b) with Customer's written consent, or (c) in aggregate anonymized form for statistical or quality management purposes.

FCI identifies and manages risks to impartiality on an ongoing basis per ISO/IEC 17025:2017 Clause 4.1.4, including risks arising from any Troubleshooting or Repair FCI performs. Troubleshooting and Repair are quoted and authorized separately from Calibration, As-Found Data is recorded before any Repair begins, and calibration results are not influenced by the prospect of Repair revenue or equipment sales.

FCI maintains commercial general liability, professional liability (errors and omissions), and workers' compensation insurance at the following minimum limits: Commercial General Liability — $1,000,000 per occurrence / $2,000,000 aggregate; Professional Liability (Errors & Omissions) — $1,000,000 per claim / $1,000,000 aggregate; Workers' Compensation — per Arizona statutory requirements. Certificates of insurance are available upon request.

For on-site Services performed at Customer facilities, Customer is responsible for providing FCI personnel with safe site access, required PPE briefings, escorts, badging, and any site-specific safety instructions in effect at the Customer's premises.

FCI is accredited to ISO/IEC 17025:2017 by the International Accreditation Service (IAS), certificate number CL-112. FCI's scope of accreditation is published at ias.org and is available upon request. Services performed within the scope of accreditation include an accredited (endorsed) calibration certificate; Services performed outside the scope may be issued a non-accredited certificate as clearly identified on the certificate itself.

Measurement results are traceable to the International System of Units (SI) through the National Institute of Standards and Technology (NIST) or another national metrology institute recognized under the CIPM Mutual Recognition Arrangement (MRA) or the ILAC Mutual Recognition Arrangement. Traceability is established and documented in accordance with ILAC-P14:09/2020 (Policy for Uncertainty in Calibration) and ISO/IEC 17025:2017 Clause 6.5 (Metrological traceability).

Conformity statements on FCI calibration certificates follow the Simple Acceptance decision rule (ILAC-G8:2019), with measurement uncertainty not exceeding fifty percent (50%) of the specified tolerance limit unless otherwise stated on the certificate or agreed in writing. Where measurement uncertainty exceeds 50% of the tolerance limit, no conformity statement will be issued unless a shared-risk decision rule is agreed with the Customer in advance per ISO/IEC 17025:2017 Clause 7.1.3 and Clause 7.8.6 (Reporting statements of conformity).

Reported measurement uncertainty is expanded uncertainty at a coverage factor k=2, corresponding to a coverage probability of approximately 95.45% assuming a normal distribution, evaluated in accordance with the JCGM 100:2008 Guide to the Expression of Uncertainty in Measurement (GUM), unless otherwise stated.

These Terms shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona. Both parties consent to personal jurisdiction and venue in such courts.

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any provision shall be effective unless in writing and signed by the waiving party. These Terms, together with the applicable FCI estimate and any signed MOA/MSA, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.

All notices under these Terms shall be in writing and delivered to: