These Standard Terms and Conditions of Sale (the “Terms”) set forth the terms and conditions that govern purchases by any purchaser (the “Buyer”) of equipment and accessories (the “Products”) and service support and repair services (the “Services”) from KIN-TEK Analytical, Inc. (“KIN-TEK”). KIN-TEK reserves the right, at any time and in its sole discretion, to update, revise or otherwise modify the Terms without notice. The Terms and any purchase orders and other agreements regarding the purchase of the Products and/or Services shall be referred to as the “Agreement.”

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Terms and Conditions of Sale

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PLEASE READ THE FOLLOWING TERMS CAREFULLY, AS PURCHASING, LICENSING AND/OR USING KIN-TEK PRODUCTS, SOFTWARE, OR SERVICES INDICATES AGREEMENT WITH, AND ACCEPTANCE, OF THESE TERMS.

These are the current terms and conditions of sale (“Terms“) of KIN-TEK Analytical, Inc. and/or its affiliates and subsidiaries (collectively, “KIN-TEK”), which apply to any sale of KIN-TEK products, licensing of accompanying software, and/or the provision of services (the terms “Products”, “Software” and “Services”, as defined below). You, on behalf of yourself as an individual, your employer, or another entity which has not previously accepted these terms (collectively, “Customer”), represent and warrant that customer has authority to accept, and has read, understood and agreed to, these terms. Notwithstanding anything herein to the contrary, any download, acceptance or use by customer of any KIN-TEK products, software, and/or services shall constitute an irrevocable acceptance of these terms. If customer does not agree to be bound by these terms, then customer shall promptly return products, delete or return licensed software and not use any related services.

1. SALE AND PURCHASE; LICENSE

1.1. Products. KIN-TEK agrees to sell to Customer, and Customer agrees to purchase, the system(s) (“System“), System parts (“Parts“), instruments (“Instruments”), and/or other options and accessories (collectively, the “Products” or “Product”) and/or Services (as defined in Section 1.3 (“Services”) below) that are set forth in any quotation, purchase order, order confirmation or order acknowledgement or any other written purchase agreement tendered to KIN-TEK (each a “Quotation”, “Purchase Order“, “Order Confirmation” or “Order Acknowledgement” respectively), any and all of which shall be governed by these Terms, notwithstanding any conflicting or additional provisions in any such Purchase Order or other Customer communication. No purported waiver or other modification of these Terms will be effective unless, and only to the extent, specified by an express waiver or modification signed by an executive officer of KIN-TEK. All other proposed modifications or waivers (whether whole or partial) of these Terms are hereby objected to and rejected in all respects. The price for the Product(s) or Services shall be that defined in the Quotation or Order Confirmation or Order Acknowledgement and shall not be subject to any change, whether by operation of any price adjustment clauses in Customer’s terms, or otherwise.

1.2. Software and Documentation. If a Product includes the licensure of any KIN-TEK-provided software, which term shall include program code together with applicable technical documentation, containing specifications, instructions, and/or other information accompanying such software or made available by KIN-TEK from time to time (collectively “Software“), KIN-TEK hereby grants to the Customer a non-exclusive, nontransferable, revocable, and limited license to use the Software for its internal purposes and solely in conjunction with the use of Product to which it relates. Customer acknowledges that the Software may also be subject to additional terms and conditions set forth in executable or electronic license agreements, which shall control and govern all such licensed Software use to the extent necessary to resolve any conflict with these Terms. Subject to the terms of such license agreements, all rights not expressly granted herein are reserved, and all other uses of the Software are subject to these Terms as well as the payment of any applicable Software license fees, including fees for specific Software functionalities, as identified by KIN-TEK in writing.

1.3. Services. From time to time, KIN-TEK agrees to offer and provide testing services or services related to the Products (“Services“) that are identified in a Purchase Order, and Customer agrees that such services are offered and provided at all times subject to, and in accordance with, these Terms. Notwithstanding the foregoing, certain Services, including testing, support and maintenance services, may be offered under, and made subject to, additional terms or conditions in a separate agreement (the “Services Agreement“), which, on full execution, shall control and govern to the extent necessary to resolve any conflict with these Terms.

1.4. Restrictions on Use. Customer agrees that it shall not directly or indirectly: (i) modify, enhance, adapt, translate, make improvements to, create derivative works based upon, disassemble, decompile, reverse engineer, reduce to any human or machine perceivable form, or circumvent any technological measure that controls access to or permits derivation of the source code of, the Software or any part thereof; (ii) reverse engineer the Products, any part thereof, or any composition made using the Products; (iii) rent, lease, sell, transfer, assign, or sublicense the rights granted hereunder, except in connection with the rental, lease, sale or transfer of the entire System; (iv) copy any part of the Software except for one (1) complete copy thereof for archival and/or back-up purposes, or as otherwise expressly authorized by KIN-TEK in writing; (v) change, distort, or delete any patent, copyright or other proprietary notices which appear in writing on or in a Product (or in any copies of Software); (vi) make or permit use of any trademark, trade name, service mark or other commercial symbol of KIN-TEK without its prior written consent; (vii) operate or make use of the Products in any way violate of applicable laws and regulations; and/or (viii) take or permit any other action which could impair KIN-TEK’ rights, or damage the image or reputation of quality inherent in the Products, KIN-TEK’ business, reputation, Intellectual Property (defined below) or other valuable assets or rights. In the event Customer rents, leases, sells or otherwise transfers the Products to a third party, Customer agrees that it will require such third party to be bound by Sections 1.2 (Software and Documentation), 1.4 (Restrictions on Use), and 8 (Proprietary Rights) hereof as a condition of such rental, lease, sale or other transfer.

2. PAYMENT AND TAXES

2.1. Cancellation Rights and Procedures. Customer may cancel or modify a pending Purchase Order only by giving written notice thereof to KIN-TEK on the first to occur of: a) ten (10) business days after submission of the Purchase Order to KIN-TEK, or b) shipment of the Product by KIN-TEK. Thereafter, Customer may not cancel or change any Purchase Order without KIN-TEK’ prior written consent. KIN-TEK has the right to accept or reject any Purchase Order, for any reason, in its sole discretion, at any time.

2.2. Payments and Credit. KIN-TEK’s prices are firm for the period of time set forth in the Quotation, or where no time period is so stated, for a period of thirty (30) days from the date of quotation. Customer shall pay for the Products, Software and/or Services in cash as and within the time frames or on or before the date(s) specified in the Quotation or Purchase Order, and is not entitled to and shall not suspend payments, set off or otherwise deduct from any amounts invoiced by KIN-TEK. No rights to purchase Products on credit are conferred herein, and any extension, modification or withdrawal of credit and credit terms are reserved solely to KIN-TEK in its discretion. Except as otherwise agreed in the Purchase order, all payments are due in U.S. dollars. Customer represents and warrants to KIN-TEK that any and all information provided to KIN-TEK for the purpose of encouraging KIN-TEK to extend credit is true and accurate, including any such information provided to KIN-TEK by reference Customer’s website or otherwise.

2.3. Remedies. In the event Customer is in default in the payment of any sum invoiced by KIN-TEK, then, without prejudice to KIN-TEK’ other rights and remedies: (a) all outstanding sums shall immediately become due and payable to KIN-TEK, notwithstanding any credit terms previously granted by KIN-TEK to the Customer; (b) KIN-TEK may delay or suspend delivery of Products, Software and/or Services hereunder, or cancel any existing, pending or new orders and/or agreements with the Customer; (c) KIN-TEK may retain any amount already paid to it by Customer; and (d) KIN-TEK may recover its reasonable attorney’s fees and other expenses incurred in enforcing its rights and remedies hereunder. Any amounts not paid by Customer when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the highest legal rate of interest (whichever is lower).

2.4. Taxes. All prices are exclusive of, and Customer shall pay, all applicable sales, use and other taxes or duties imposed, or otherwise due, on the sale, purchase or license of the Products, Software and/or Services, except for those taxes imposed upon KIN-TEK’ net income.

3. TITLE, DELIVERY AND RISK OF LOSS

3.1. Transfer Terms. Delivery is made available FCA (Incoterms 2010) at KIN-TEK’s designated facility, with respect to shipping costs, risk of loss and title transfer, except that no title transfer shall ever occur for any licensed Software associated with any Product sale. Notwithstanding delivery and the passage of risk and whether or not credit is extended for any Product purchase, the following shall apply:

3.1.1. If the applicable law (as determined according to Section 16 (Jurisdiction) below) so permits, property in and title to Products shall remain with KIN-TEK, and shall not pass to Customer, until KIN-TEK has received payment of the full price and license fees (if applicable) for (a) all Products, Software and/or Services that are the subject of these Terms, and (b) all other goods and/or services supplied by KIN-TEK to Customer under any contract whatsoever. Payment of the full price and license fees shall include without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between KIN-TEK and Customer. Moreover, Customer shall keep the Products identified as retained until such retention lapses.

3.1.2. If the applicable law does not permit the arrangement described in Section 3.1.1 above, KIN-TEK hereby reserves in the Products (as well as all proceeds resulting from any sale thereof), and Customer grants and agrees that the Products shall remain fully subject to, a first priority purchase money security interest, until KIN-TEK has received payment of the full price and license fees (if applicable) for all the items listed in paragraphs (a) and (b) of Section 3.1.1. Payment of the full price and license fees shall include without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between KIN-TEK and Customer. Moreover, Customer hereby covenants that (i) no hindrance to its granting of the above security interest exists in any of its third party contracts; or (ii) in the event such a hindrance does exist, Customer shall assist KIN-TEK in exercising, and shall take all actions necessary to protect and maintain such security interest.

3.2. Delivery. KIN-TEK will attempt to cooperate with Customer’s requested delivery dates or other related delivery requests but cannot and does not warrant quoted shipment or delivery dates or time frames and may fulfill ordered items by partial and incremental shipments, if Customer so agrees. Customer acknowledges and agrees that all costs and obligations associated with shipment and delivery of Products shall be borne solely by Customer; that any insurance desired therefor shall be Customer’s sole obligation and expense; and that in no event shall KIN-TEK be liable for any direct or indirect damage or loss that the Customer may incur resulting from any delivery failure or delay. The Products and licensed Software shall be deemed to be accepted by Customer unless Customer notifies KIN-TEK in writing within ten (10) calendar days following the date of delivery of any alleged Product defect or other Purchase Order discrepancies. The Products and licensed Software shall be deemed to be accepted in all respects, including the quantity specified on the bill of lading or commercial invoice and the condition of the Products and licensed Software. Such acceptance will operate as a full and complete bar to claims against KIN-TEK, if no such notice is received.

3.3. Force Majeure. KIN-TEK will not be liable for nondelivery or delay in performance when such delay is directly or indirectly caused by, or in any manner arises from delay or failure to deliver by KIN-TEK’s suppliers, hurricanes, fires, floods, earthquakes, other “Acts of God”, riots, war, governmental interference or embargos, strikes or shortage of labor, or other causes (whether or not similar to those specified) beyond its control. Delivery shall be suspended as long as such causes delay performance. KIN-TEK agrees to make, and Buyer will accept deliveries at a reasonable time after remedy of such causes.

4. STARTUP AND TRAINING

Products shall be started up by Customer and used at any time following delivery. Solely, in the event that the Quotation provides for startup and training to be done by KIN-TEK, KIN-TEK (or its authorized technical representative) will initiate the startup and training of those Products (including Software) or Parts designated as such by KIN-TEK, or its authorized technical representative (such Products or Parts, “KIN-TEK Started Products/Parts”), at Customer’s designated facility. In such circumstance only, prior to such startup and training, Customer, at its expense, shall complete all applicable Product site preparations for startup and training, as specified by the Quotation or applicable Product documentation and as required by applicable law, including, without limitation, all health and safety laws, and shall thereafter provide such other assistance, services and facilities as may be requested by KIN-TEK (or its authorized technical representative) to complete such start up and training. Where applicable and required by KIN-TEK, KIN-TEK (or its authorized technical representative) will perform a standard test of the Products.

5. TRAINING

In consideration for Customer’s payment of charges due (unless otherwise specified in the Purchase Order acceptance), KIN-TEK may make available to qualified personnel of Customer basic training in the use and operation of the Products according to the terms of the Quotation. KIN-TEK may also offer and provide such training services from time to time, in its sole discretion, at a price to be determined and agreed upon at such time.

6. PRODUCT WARRANTY

6.1. Limited Warranty and Warranty Period. The terms and conditions of KIN-TEK’s standard warranty shall apply exclusively, to the extent permitted by applicable law.

6.2. Exclusion of Warranties. KIN-TEK limited warranty obligations hereunder shall terminate and shall not apply in any case where any alleged Product failure or other breach of warranty was necessitated or caused in whole or in part by: (i) catastrophe, fault or negligence of the Customer; (ii) operation or use of the Products in violation of applicable laws or regulations; (iii) improper or unauthorized use including, ; (iv) modification or repair other than by KIN-TEK or its authorized technical representatives; (v) removal of the Products from the original site of delivery and start up or country of delivery and start up, unless otherwise expressly authorized by KIN-TEK in writing; (vii) unusual stress; (vi) power failure; (vii) deviation from KIN-TEK’S recommended maintenance procedures; or (viii) failure to maintain the prescribed environmental or other conditions at the operating site or any other failure to comply with applicable Product instructions and/or documentation.

6.3. Warranty Disclaimer. The warranties set forth in this section 6 and in the KIN-TEK standard product warranty (Product Warranty) are exclusive and in lieu of all other warranties, express, implied or statutory (including but not limited to any implied warranty of merchantability, fitness for a particular purpose, title or non-infringement). KIN-TEK disclaims that the operation of software will be uninterrupted or error free, or that the functions therein will meet or satisfy the customer (or user’s) requirements or intended use. The remedies provided in section 6.2 (limited warranty remedies) shall be customer’s sole and exclusive remedy for any failure of KIN-TEK to conform with such limited warranty, and customer shall have no claim, except as aforesaid, against KIN-TEK or any other manufacturer, supplier, or licensor of the products, software or related services, whether based in contract, tort, product or other strict liability, trade practices, or otherwise. Repair or replacement or refund (as elected by KIN-TEK) in the manner provided above shall constitute fulfillment of all liabilities of KIN-TEK with respect to its limited warranty, as well as for any claims based on or relating to the quality and performance of the products. Customer is solely responsible in all cases for selection of the product(s), software and services to achieve customer’s intended results or for customer’s particular applications.

6.4. Product Discontinuation. KIN-TEK shall provide: (i) reasonable inventories of Parts for broken or defective Systems for the greater of (A) a twelve (12) month period after the date KIN-TEK discontinues the sale and supply of such Systems (“Discontinuance Date(s)“); or (B) such period as is otherwise required by applicable laws and regulations; and (ii) support and maintenance services for discontinued Systems and Software.

7. LIMITATION OF LIABILITY TO THE FULLEST EXTENT PERMITTED BY LAW

7.1. Limitation of Direct Damages. Notwithstanding anything herein to the contrary, including without limitation KIN-TEK indemnification liability under section 10 (Indemnity), in no event shall KIN-TEK, or its affiliates, manufactures, suppliers or licensors (as third party beneficiaries) be liable for direct damages or other losses or liabilities directly related to the products, software or services or otherwise arising out of, related to, or in any way connected with the startup, operation or other use of products or the provision of services, if and to the extent such direct damages or losses exceed the actual amount paid by customer for the specific product(s) or related services that directly gave rise to the damages or other losses or liabilities claimed (provided that any services, the amount shall be limited of the paid for said services during the twelve (12) months prior to the bringing the claim), regardless of the form of action, whether based in contract, express or implied warranty, tort, product or other strict liability, trade practices, or otherwise, and regardless of whether any remedy set forth herein fails of its essential purpose.

7.2. Exclusion of Certain Damages. Notwithstanding anything herein to the contrary, in no event shall KIN-TEK or its affiliates, manufactures, supplies or licensors (as third party beneficiaries) be liable for any loss of revenue, loss of actual or anticipated profits, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of good will, loss of reputation, loss of, damages to or corruption of data; or any indirect, special, incidental, consequential, reliance, exemplary, punitive, or other similar damages of any kind, whether foreseeable or unforeseeable, even if it is made aware of the possibility of such damages, and whether based in contract, express or implied warranty, tort, product or other strict liability, trade practices, or otherwise, and regardless of whether any remedy set forth herein fails of its essential purpose.

7.3. Limitation of Actions. Any action against KIN-TEK relating to any alleged breach of warranty or any other alleged Product failure, must be brought within twelve (12) months after the cause(s) of action accrue(s).

8. PROPRIETARY RIGHTS

8.1. Customer acknowledges that KIN-TEK is the sole owner or licensee of all Intellectual Property and trade secrets that relate to the Products and the use thereof. No right or license in Intellectual Property is granted to Customer by implication, estoppel or otherwise, unless, and only to the extent, expressly set forth herein or in other written documentation provided by KIN-TEK. Except as required by law or as expressly set forth in other written documentation provided by KIN-TEK, (a) Intellectual Property directed to all or part of a Product is licensed only upon purchase of the Product from KIN-TEK or its approved reseller and only for use of the specific Product so purchased; (b) Intellectual Property directed to a combination of Products (such as a System and Consumables) is licensed only upon purchase of the entire combination from KIN-TEK or its approved reseller and only for use of the combination of specific Products so purchased; (c) Intellectual Property directed to a method of using a Product is licensed only upon purchase of the Product from KIN-TEK or its approved reseller that necessarily performs the method and only for use in connection with the specific Product so purchased; and (d) Intellectual Property directed to a method of using a combination of Products (such as a System with Consumables or combinations of Consumables) is licensed only upon purchase of the entire combination from KIN-TEK or its approved reseller that collectively necessarily perform the method and only for use in connection with the combination of specific Products so purchased. As used herein, “Intellectual Property” shall mean any and all KIN-TEK copyrights, patents, trademarks, trade names, logos, Software, documentation, technical and manufacturing techniques, concepts, methods, designs, specifications and other proprietary information relating to the Products. Notwithstanding any other provision of these Terms, any use herein of the terms “sale” or “purchase” or a similar term in connection with the Software shall only mean a license of such Software in accordance with these Terms.

9. CONFIDENTIALITY

Customer agrees to hold all confidential or proprietary information (including, without limitation, technology, software, ideas, know-how, processes, specifications, technical data, configurations, algorithms and trade secrets) which is disclosed by KIN-TEK (collectively, “Confidential Information“) in strictest confidence, and agrees not to use any Confidential Information for any purpose outside the purchase, sale and use of Products, and not to disclose the Confidential Information to any third party, except to those employees of Customer who are bound by written restrictions at least as protective of KIN-TEK’ Confidential Information as those provided herein, and who must be given access to the Confidential Information solely to use the Products in accordance with these Terms. Upon execution of a non-disclosure agreement satisfactory to KIN-TEK, its Confidential Information may also be disclosed to Customer’s consultants who have been retained to perform services in connection with the Products, provided that Customer shall remain liable for any breach of such agreement, or damage or loss incurred as a result of such breach, by any such consultants.

10. INDEMNITY

10.1. Subject to the restrictions identified below, KIN-TEK shall assume responsibility for any suit or proceeding brought against Customer which is based on a third party claim that an unaltered Product (including its Software) or any Part thereof, furnished pursuant to these Terms infringes upon the third party’s registered copyright, trademark or patent; provided, however, that KIN-TEK shall: (i) be given immediate notice in writing of the assertion of any such claim and of the threat or institution of any such suit or proceeding; (ii) have sole authority to investigate, defend and/or settle the claim, suit or proceeding; and (iii) be given any such assistance as required for the investigation, preparation, defense and settlement of the claim, suit or proceeding, subject to reimbursement by KIN-TEK of Customer’s reasonable out-of-pocket expenses. Without derogating from the foregoing obligation, if KIN-TEK believes that any Product (including its Software) may infringe, then KIN-TEK, at its election, may: (a) substitute or modify such Product which is alleged or determined to infringe so that it becomes non-infringing, while providing substantially similar performance; (b) obtain license rights for the continued use of the Product by Customer (at no additional cost to Customer); and/or (c) refund to Customer the purchase price paid for the infringing Product. This Section 10.1, states Customer’s entire remedy, and KIN-TEK’S entire liability subject to the limitations on liability set out in Section 7.1 (Limitation of Direct Damages), for any such infringement or claim thereof, and shall control over any other conflicting or inconsistent provision in these Terms. Without the prior written consent of KIN-TEK, Customer shall not incur any cost or expense in connection with such claim, suit or proceeding or make any admission, or enter into any agreement, in connection therewith. KIN-TEK shall have no liability or obligation under this Section 10.1 for any infringement or claim thereof to the extent it is based upon: (A) any method of using a Product (other than methods inherent in, and necessary for, the operation of, the Product as supplied); (B) the use of any Product which has been modified by Customer or any third party without obtaining KIN-TEK’ prior written authorization; (C) the result of KIN-TEK’ compliance with any of Customer’s requested designs or specifications; (D) circumstances giving rise to one or more warranty exclusions under Section 6.3 (Exclusion of Warranties) above; and/or (G) Customer’s continued use of any Product after receipt of notice of infringement (collectively, “Exclusions“).

10.2. Customer shall defend, indemnify, and hold harmless KIN-TEK and its affiliates, and their employees, officers, and directors, against any claim, suit or proceeding arising out of or relating to any Exclusions; provided that Customer shall not settle any claim or enter into any agreement that affects KIN-TEK’ rights or interests without KIN-TEK’ prior written consent; and that if Customer does not diligently defend against such claim, suit, or proceeding, KIN-TEK shall be entitled to obtain its own legal counsel to direct the defense thereof at Customer’s sole cost and expense.

11. EXPORT COMPLIANCE

Customer shall comply with all applicable laws, rules, and regulations with respect to, but not limited to, the use of the Product. In addition, Customer expressly agrees to abide by all applicable foreign trade/export restrictions or similar rules as stated herein or referred to herein. Customer shall not transfer, export or re-export any Product (including any Software, Part, or consumable) or any related technology except in full compliance with all applicable export controls administered by the United States of America, as well as any applicable import and use restrictions, which laws, regulations, controls and restrictions may change from time to time. Without limiting the generality of the foregoing, Customer shall not transfer, export or re-export such items to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals; the U.S. Commerce Department’s Denied Persons List or Entity List; or any lists maintained by the U.S. Office of Foreign Assets Control and the U.S. Department of Homeland Security, which lists may be revised from time to time, or for any prohibited use, as defined under the US Export Control Regulations, such as for a use in chemical or biological weapons, sensitive nuclear end uses, missiles, etc. Customer represents it is not located in, under control of, or a national or resident of any country on any such list. Customer shall be solely responsible for determining compliance and obtaining all required approvals to facilitate the export of any products or technologies, including outside of the U.S. and KIN-TEK shall be under no obligation to notify Customer of any changes or updates to any laws, regulations, controls, restrictions or lists contemplated hereby. Customer shall immediately inform KIN-TEK of any trade/export restrictions, whether they are of, U.S. or other origin, which may impact KIN-TEKS’ compliance with internationally respected legislation, rules, protocols, advice or recommendations relating to trade/export restrictions. For clarity, in the event of any conflict between legislation of local origin and of U.S. origin, legislation of U.S. origin will prevail unless prohibited by mandatory legislation of local origin.

12. US GOVERNMENT USE

If Customer is part of an agency, department, or other entity of the United States Government (“Government“), the use, duplication, reproduction, release, modification, disclosure or transfer of the Product or Software is further restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies, and the Defense Federal Acquisition Regulation Supplement as applied to defense and military agencies, for “commercial items,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use thereof by the Government shall be governed solely by these Terms.

13. NOTICES

All notices and communications between the parties shall be in writing and addressed and sent by: (i) email where delivery is verifiable by automated receipt; (ii) facsimile, where delivery is verifiable by automated delivery receipt; or (c) by national or international overnight courier service where delivery receipt is provided to the addresses set forth in the Purchase Order, or to such other replacement addresses as may be provided from time to time by each party by written notice given in accordance with this Section 14. Any notice to KIN-TEK shall be to the attention of CEO or other authorized contact identified in the applicable Purchase Order acknowledgment. Notice shall be deemed to have been duly received by a party as of the date such notice was delivered in accordance with any of the methods prescribed herein.

14. ENTIRE AGREEMENT

These Terms: (i) constitute the entire agreement and understanding between the parties regarding the terms of each Product sale, and supersede all prior and contemporaneous representations, promises, statements, agreements and understandings, written or oral, regarding the subject matter hereof; and (ii) may only be modified and/or waived by a written agreement executed by both parties. Notwithstanding the foregoing, these Terms may be modified by KIN-TEK from time to time and in its discretion, by delivery of replacement Terms to Customer, and by posting such then-current Terms at https://kin-tek.com/terms-and-conditions-of-sale.

15. JURISDICTION

For Customers in the US and Canada: (i) these Terms shall be governed by and construed under the internal laws of the State of Texas, USA, without reference to its choice of law rules; and (ii) Customer irrevocably consents to the exclusive jurisdiction and venue of the applicable federal or state courts located in Harris County, Texas, and agrees to file any action brought by it hereunder only in the competent federal and/or state courts located in such county. With respect to both the above jurisdiction rule, Customer hereby agrees to the exclusivity of such applicable jurisdictions and irrevocably waives any personal, subject matter, inconvenient forum or other objections thereto. Notwithstanding the foregoing, Customer also hereby consents to the jurisdiction of any court(s) of competent jurisdiction in which KIN-TEK seeks equitable or injunctive relief for the breach of any of these Terms and in all cases waives any applicable right to a jury trial. Customer shall be liable for all costs incurred by KIN-TEK (including attorneys’ fees or other costs) in connection with the collection of any past due amounts owed by Customer. The United Nations Convention for the Sale of Goods shall not apply to any transaction hereunder.

16. GENERAL

The parties hereto are independent contractors, and nothing herein shall be construed as creating a partnership or granting the right to bind the other. Customer may not assign or transfer these Terms or the rights granted hereunder, except with KIN-TEK’s prior written consent. Subject to the foregoing, Customer’s rights or obligations under these Terms shall be binding upon and inure to the benefit of each party’s respective permitted successors and assigns. Designated third-party beneficiaries may also enforce the Terms relating to their rights. KIN-TEK reserves the rights to terminate and revoke these Terms and terminate its relationship with Customer at any time following Customer’s breach of any of these Terms, and such termination shall be effective immediately upon written notice thereof to Customer. Upon termination for any reason, Customer shall immediately cease use of any Software not embedded within the Systems, delete or destroy all copies in its possession, including that which may have been provided to contractors or consultants, and execute and deliver to KIN-TEK a certification evidencing same. The unenforceability of any provision of these Terms adjudged by any court of competent jurisdiction shall in no way affect the enforceability of any other provision hereof, which shall remain in full force and effect. Any failure by either party to exercise any right or remedy under the Terms does not constitute a waiver, or signify acceptance, of the event giving rise to such right or remedy. Any waiver or other alleged modification or amendment by KIN-TEK of any provision of these Terms must be in writing and signed by an authorized officer of KIN-TEK to be valid. Provisions which by their nature should survive termination of the parties’ business relationship and any agreements between or among them, including, but not limited to, Sections 1.4 (Restrictions on Use), 2 (Payment and Taxes), 3.1 (Transfer Terms), 6.2 (Exclusion of Warranties), 6.3 (Warranty Disclaimer), 7 (Limitation of Liability), 8 (Proprietary Rights), 9 (Confidentiality), and 11 (Export Compliance) through 16 (General) shall survive indefinitely. To the extent that these Terms are accepted electronically, Customer hereby waives any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.

1. TERMS AND CONDITIONS: The supplier identified on the purchase order (“Seller“) agrees to sell, and KIN-TEK Analytical, Inc. (“Buyer“) agrees to purchase, the products identified in the purchase order, which incorporates these terms and conditions (collective, the “Order“). While Seller may acknowledge receipt of this Order by signing and returning it, any Seller terms and conditions in any specific order acknowledgement documentation, invoice, or other writing, preprinted or otherwise, shall be inapplicable and shall not modify this Order.

2. INVOICES: Seller shall invoice at the prices on the face of this Order or at Seller’s most favored customer price under similar circumstances, whichever is lower. Such price shall include all applicable taxes and duties, whether or not separately stated. Seller shall pay said taxes and duties and hold Buyer harmless from them. Invoices covering only one order, shipping notices, bills of lading, and receipts shall be mailed or emailed promptly after shipment. Seller’s invoice shall identify the country of origin of each product sold to Buyer. Discounts shall apply to payments mailed within the stated period, computed from the date of receipt of a proper invoice. Payment shall not be due and owing until thirty (30) days from acceptance of the products furnished under this Order.

3. PACKAGING AND SHIPMENT: Seller shall comply with Buyer’s shipping instructions. Seller shall suitably wrap, box, and/or crate all products to protect against hazards of shipment, storage, and exposure. All packages containing hazardous materials/dangerous goods shall be prepared in accordance with and comply with all applicable regulations. Seller shall provide hazardous material data sheets promptly upon request. All packages must show purchase order number. Itemized packing slips showing this purchase order number must accompany each delivery. Buyer’s count shall be conclusive in the absence of a packing slip. No separate charge shall be made for cartons, wrapping, packing, boxing, crating, delivery, drayage, or similar costs, unless otherwise agreed. Where transportation charges are to be prepaid by Seller and billed to Buyer, the amount shall be separately stated on the invoice and supported by receipted bills. Seller assumes all risks regarding the goods ordered until delivery to Buyer as specified. Unless otherwise agreed and stated on the face of this Order, all shipments are DDP (Incoterms 2000) Buyer’s receiving dock at the Buyer facility specified as the shipping destination.

4. INSPECTION: Seller shall maintain an inspection system adequate to ensure that all work performed and products delivered conform to Order requirements. Buyer may reject nonconforming work and products or require Seller to correct the defects without charge after delivery or completion by Seller of any required installation, whichever last occurs. Payment shall not constitute acceptance. Neither payment nor acceptance shall relieve Seller of liability for failure to conform to Order requirements. Seller shall be liable to Buyer for any nonconforming work or products and for any other damages suffered by Buyer, except to the extent Seller proves that such damages would have been mitigated but for the failure of Buyer to timely notify Seller.

5. CHANGES: Buyer may at any time, by a written order and without notice to sureties, make changes within the general scope of this Order. If any change directed by Buyer causes an increase or decrease in the cost of, or the time required for, any part of the work, Seller may request an equitable adjustment by written Order amendment to the price and/or delivery schedule. Any claim by Seller for such adjustment shall be asserted in writing within fifteen (15) days from the date of receipt of the written order directing the change. Seller agrees to advise Buyer in writing, at least one hundred eighty (180) days in advance, of any changes that would materially affect the fit, form, function and/or appearance of the products governed by this Order.

6. SUSPENSION OF WORK:  Seller shall develop and keep current a formal business recovery plan that details strategies for response to and recovery from a broad spectrum of potential disasters. Upon request, Seller shall make such plan available to Buyer or its designated representative for review. If, without the fault or negligence of Seller, the performance of all or any part of the work is suspended, delayed, or interrupted for an unreasonable period of time by an act or omission by Buyer or as a result of changes requested by Buyer under Section 5 (Changes), Seller may request an equitable adjustment in price and/or delivery schedule. No adjustment shall be allowed for any costs or delay incurred more than ten (10) days before Seller gives written notice to Buyer of the basis of claim, and expected costs and delays.

7. DELAY: Seller shall immediately notify Buyer of any threatened or actual labor dispute or other matter which may delay Seller’s performance under this Order and the anticipated duration of the delay, and Seller agrees to insert the substance of this requirement in all subcontracts and purchase orders connected to this Order. Excusable delays are those delays which arise out of causes beyond the control and without the fault or neglect of Seller, including acts of God or of the government, fires, floods, strikes, embargoes, or unusually severe weather. Notwithstanding any other provision of this Order, Buyer may terminate this Order in whole or in part without cost to Buyer where any actual or projected excusable delay is material or indefinite, would result in frustration of purpose of this Order, or would require Buyer to cover by purchasing substitute products.

8. DEFAULT:  Buyer may terminate this Order in whole or in part upon written notice to Seller if Seller: (a) fails to deliver products or perform services within the Order schedule; (b) fails to make progress that endangers any scheduled performance, and does not cure such failure within a period of ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of written notice from Buyer specifying such failure; (c) fails promptly to provide adequate written assurances of performance satisfactory to Buyer when it appears that Seller may not perform in accordance with the Order and assurances are requested by Buyer; or (d) fails to perform any other material provisions of this Order. If Buyer terminates part of the work, Seller shall diligently continue performance of the remainder. Buyer may terminate this Order at any later time for any continuing or subsequent breach. If Seller’s default is not the result of excusable delay, as defined in Section 7 (Delay), Seller shall be liable to Buyer for any excess costs for repurchasing similar products or services and other damages incurred. If it is determined Seller was not in default, such termination shall be converted to a termination for convenience under Section 9 (Termination for Convenience). In no event shall Seller be entitled to profit on terminated work remaining to be performed.

Upon any termination for default of Seller, Buyer may require Seller to transfer title and deliver, as directed by Buyer, (a) any completed products, and (b) such partially completed products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights as Seller has produced or acquired for the performance of the terminated part of this Order; and Seller shall, at Buyer’s direction, protect and preserve property in Seller’s possession in which Buyer has an interest. Payment for delivered products or other materials accepted by Buyer and for the protection and preservation of property shall be in an amount agreed upon.

Notwithstanding any defenses of Seller, Buyer may set off, withhold, or recover from Seller such sums as may be claimed or withheld by Buyer or its customer based upon or relating to any breach or alleged breach by Seller or any of its subcontractors or suppliers at any tier of any representations, certifications, or obligations under this Order or applicable laws, regulations, or orders of government agencies. Seller shall indemnify, defend, and hold harmless Buyer and any higher tier contractor to which Buyer owes a similar obligation from any and all loss, damage, expense, and liabilities, including administrative expenses and attorney’s fees, relating in any way to any claims by any other person or entity arising out of or relating to any such breach or alleged breach.

The rights and remedies of Buyer provided in this Order and by law are cumulative. Buyer shall not be liable for penalties or for any amounts in excess of the price allocable to the units of product or work giving rise to the claim.

9. TERMINATION FOR CONVENIENCE: Buyer for its convenience may, at any time by written notice, terminate this Order in whole or in part. In no event shall Buyer be obligated for any amount in excess of the Order price for terminated products, or for any amount greater than the percentage of the Order price reflecting the percentage of the work performed prior to notice of termination, whichever is less, plus reasonable costs established by Seller to the reasonable satisfaction of Buyer.

10. PRICE ADJUSTMENTS: Costs used in determining price adjustments pursuant to the Sections 5 (Changes), 6 (Suspension of Work), and 9 (Termination for Convenience), or any other provision of this Order, shall be those direct costs reasonably incurred, together with applicable indirect costs, computed in accordance with generally accepted accounting principles using Seller’s customary accounting practices and procedures, consistently applied. Seller shall prepare its proposed price adjustments as specified by Buyer, which proposal and Seller’s related books and records shall be subject to audit by Buyer or its representatives. Where the cost of property or products made obsolete or excess as a result of a change order or termination for convenience is included in an equitable adjustment, Buyer shall have the right to prescribe disposition of the obsolete or excess items. Seller shall not be paid for any reasonably avoidable work performed or costs incurred.

11. WARRANTY: Seller warrants that (1) all products and work to be of new material, merchantable, free from defects, and unreasonable hazards, in design, material, and workmanship, fit for the purposes described in this Order, and to conform to applicable specifications of Seller and to Order requirements, (2) Seller has taken all proper and necessary precautions for the safety and protection of persons and property, and has provided all proper warnings for hazards related to products and work that cannot be eliminated, (3) the manufacturing facilities of Seller and its subcontractors will remain certified under ISO 9000 -2015 if identified on the Order as being required, or the applicable successor standard, during the period of performance of the Order; Seller will notify Buyer immediately in writing if Seller or its applicable subcontractor is no longer so certified and will have sixty (60) days to recertify; if Seller fails to recertify within this period, Buyer may terminate this Order for cause, immediately, with no liability to Seller; and (4) Seller has the authority to enter into this Order and to perform its obligations. These warranties, Seller’s service guarantees, and implied warranties, shall survive inspection, test, and acceptance, and shall run to Buyer and subsequent owners and users of the products. Buyer’s remedies under the these warranties shall include at Buyer’s election (a) return and full refund of the purchase price paid by Buyer for such products, (b) repair by Seller or persons designated by Seller and accepted by Buyer of any products found to be defective in violation of these warranties, without charge, or (c) replacement of products with new products that conform to the above requirements. Seller shall be responsible for all shipping and other fees in connection with return and/or replacement of defective products.

12. PROPERTY FURNISHED BY BUYER: All items furnished by Buyer, or the cost of which is charged against this Order, shall be kept confidential, be and remain Buyer’s property, not be used without Buyer’s permission, and be returned to Buyer immediately upon request. Seller shall be responsible for their safekeeping, and for providing at Seller’s expense property insurance acceptable to Buyer covering all such items. Seller shall defend, indemnify, and hold harmless Buyer, from loss of or damage to, and all claims that may be asserted against, such property. Seller shall mark all tooling and equipment subject to this clause with the name “Buyer” and Buyer’s drawing or tool number where applicable. Seller shall not copy or permit the copying, in whole or in part, and shall not furnish, offer, quote, sell, or advertise for sale any items or information owned by Buyer, nor any goods made in accordance with Buyer specifications, drawings, or samples, without Buyer’s express written consent. Notwithstanding any defect in such items or information, or any fault or neglect of Buyer, Seller shall indemnify, defend, and hold harmless Buyer from any and all loss, damages, and claims relating in any way to any such use by Seller of such items or information or to the products produced from them.

13. INTELLECTUAL PROPERTY RIGHTS: The term “Subject Innovations” means each invention, improvement, method, design, idea, information, and discovery (copyrightable, patentable, or not) by Seller, or any of its subcontractors or suppliers at any tier, conceived or first reduced to practice during or in the performance of this Order or of work done upon the understanding that an order would be awarded to Seller by Buyer. The term “Technical Personnel” means each person employed by or working for or with Seller, who would reasonably be expected to, or who actually makes, Subject Innovations or who would reasonably be expected to, or who actually is, exposed to Subject Innovations or Buyer confidential information under this Order. Seller shall have the obligations set forth in Subsections (a) – (d), below, with respect to Subject Innovations.

(a) Seller shall obtain promptly intellectual property rights agreements with all its Technical Personnel, requiring them to disclose promptly in writing, and assign to Buyer or Seller, all Subject Innovations made by them, either solely or jointly with others. Such intellectual property rights agreements shall specify, and Seller agrees, that (i) upon request of Buyer and without further compensation therefor, Technical Personnel and Seller shall cooperate fully and do all rightful acts, including the execution of proper papers and oaths, which in Buyer’s opinion may be necessary or desirable in obtaining, sustaining, or reissuing United States Letters Patents or copyrights and foreign patents or copyrights on any Subject Innovations, or for maintaining Buyer’s title to them, and (ii) Technical Personnel shall be instructed to treat and shall treat as confidential all information received by them in connection with this Order and all Subject Innovations created by them, and shall not publish or disclose this information to others at any time without written consent of Buyer.

(b) Seller shall obtain and deliver promptly to Buyer full written descriptions of Subject Innovations along with the assignment of all rights in them to Buyer from Technical Personnel and from Seller, to document Buyer’s entire and exclusive right, title, and interest throughout the world in such Subject Innovations including all United States and foreign patents, copyrights, and applications for them.

(c) If to the best of the knowledge and belief of Technical Personnel and Seller, no Subject Innovations have been conceived or first reduced to practice under or related to this Order, Seller shall so certify to Buyer.

(d) Seller shall not furnish, and agrees that it has not been and will not be necessary for Buyer to receive from Seller, any confidential information, and that Seller has not furnished or disclosed, and will not furnish or disclose, to Buyer any materials, documents or other information which are deemed to be confidential information, or otherwise proprietary, to Seller or to any third party, including within the Subject Innovations. Any receipt of any confidential information from Seller must be the subject of a separate written agreement made prior to the receipt by or disclosure to Buyer which specifically identifies the nature of the confidential information to be disclosed. Seller understands that Subject Innovations constitute confidential information of Buyer and understands and agrees that it will neither use for its benefit or the benefit of any third party nor disclose the same to others without the express written permission of Buyer in each instance.

14. PATENT INDEMNITY: Seller shall indemnify, defend, and hold Buyer, subsequent owners of the products, and their affiliates, and each of their directors, employees, and agents harmless against any and all actions, claims, liabilities, costs, damages and expenses (including reasonable attorney’s fees), with respect to actual or alleged infringement of any intellectual property rights arising out of, resulting from or caused by the manufacture, sale, offer for sale, delivery, storage, use, or handing of products furnished under this Order, except to the extent such products manufactured by Seller in compliance with Buyer’s detail designs and stated requirements for specific structure, provided such designs and requirements could not have been implemented in a noninfringing manner. Seller shall give Buyer prompt written notice to Seller of any infringement claim.

15. INDEMNIFICATION: Seller shall indemnify, defend and hold Buyer and its affiliates and their directors, employees, and agents harmless from and against any and all actions, claims, liabilities, costs, damages and expenses (including reasonable attorney’s fees) for physical damage to or loss of tangible property, for injury or death of any person and for any product recall or retrofit, in each case to the extent arising out of, resulting from or caused by: (a) acts or omissions of Seller, its employees, agents and subcontractors, or (b) any defect in design, workmanship, or materials carried out or employed by Seller or its employees, agents, or subcontractors, or (c) entering upon premises occupied by or under the control of Buyer, any of its customers, or suppliers in the course of performing this order, except in each case to the extent that any such damage to or loss of property and injury or death of any person is caused by acts or omissions of Buyer, its employees, agents and subcontractors. This indemnification shall be in addition to warranty obligations of Seller. Seller will obtain and maintain product liability insurance or self insurance retention program to cover its liability to third parties in connection with the sale of products, to cover obligations set forth above, and to cover workers’ compensation and employer’s liability for all employees engaged in performing the work. Seller will furnish certificate of insurance to Buyer with respect thereto upon request.

16. CONFIDENTIALITY AND PUBLICITY: Information disclosed by Buyer, whether written, disclosed orally, visually, or learned by observation that is marked with the legend indicating its confidential nature, or stated to be confidential, or reasonably understood to be confidential, shall constitute Buyer confidential information under this Order. Seller will hold Buyer confidential information in strict confidence and use the same only for the purpose of this Order and not use for its own benefit or the benefit of any third party or disclose to any third party. Seller shall not reverse engineer any Buyer confidential information and shall limit access to the Buyer confidential information to only those of its employees who have a need to know such information to accomplish the purposes of this Order and have been advised of the confidential nature of such information and are bound by the agreement described in Section 13(a) (Intellectual Property Rights). No publicity releases shall be made by Seller regarding this Order without Buyer’s express written permission.

17. COMPLIANCE WITH IMPORT/EXPORT LAWS. Both parties will cooperate to effect compliance with all applicable U.S. export and/or import regulations. Neither party will export or re-export, directly or indirectly, any product, software or technical data provided under this Order, or the “direct product” of such software or technical data, to any country without first obtaining any required U.S. government approvals or licenses. In addition, the parties agree to comply with all applicable local country export and/or import laws and regulations of the country(ies) of procurement, production, and/or destination of the product. The parties understand and agree that the foregoing obligations are legal requirements and that they shall survive any term or termination of this Order. Seller shall provide Buyer with complete and accurate information for all products, software, and technical data sold or licensed to Buyer under this Order for purposes of Buyer’s compliance with U.S. import and export regulations, including the following information: (a) description of the product, including Buyer part number, if any; (b) U.S. Harmonized Tariff System (“HTS“) number; (c) country of origin, as determined in accordance with U.S. Customs rules of origin; (d) U.S. Food and Drug Administration (“FDA“) regulatory approval and clearance information, including accession codes, for any products regulated for import to the U.S.; (e) statement of any applicable U.S. anti-dumping orders, and exclusions thereto; (f) statement that the product is controlled for export under the U.S. International Traffic in Arms Regulations (“ITAR“) or the U.S. Export Administration Regulations (“EAR“), whichever is applicable; and (g) Export Control Classification Number (“ECCN“), ,including a copy of any formal classification determination (“CCATS“) obtained from the U.S. Department of Commerce. Such information shall be provided to Buyer prior to the first delivery of products and shall be included on the commercial invoice accompanying shipment of the products. Seller agrees to maintain records of Buyer transactions as required under the record keeping provisions of the U.S. import and export laws and regulations and to make such records available to Buyer at Buyer’s request. Upon Buyer’s request, Seller will promptly provide Buyer with a complete and accurate manufacturer’s certificate of origin for all products. Supplier shall provide valid NAFTA certificates to Buyer for each of the products as applicable on an annual blanket basis.

18. COMPLIANCE WITH LAWS, MARKING, AND DUTY DRAWBACK: All agreements required by any applicable federal law or regulation to be incorporated are hereby incorporated. Seller shall mark each item of foreign goods with the English name of the country of origin (if known) as conspicuously and permanently as possible (or on the container if the item cannot be so marked), and comply with all other marking requirements. At Buyer’s request, subject to the applicable manufacturer providing the same to Seller, Seller shall (a) inform Buyer of the existence of any duty drawback rights, (b) provide a certificate of country of origin of imported goods sufficient to satisfy the customs authorities of the country of receipt, (c) designate Buyer as importer of record of imported and dutiable goods, (d) furnish Buyer properly executed documents required by U.S. Customs to prove importation and duty payment, and (e) transfer customs duty drawback rights from Seller to Buyer. Seller warrants that the goods and services in this Order have been or will be produced and sold in compliance with the provisions of all applicable federal, state, or other laws.

19. ENVIRONMENT. Seller represents and warrants that (a) no product shall have come into physical contact with: (i) a Class I substance, as defined in Article 611 of the Federal Clean Air Act (the “Act“), during any portion of the manufacturing process; or (ii) a Class II substance, as defined in the Act and Title 40, Code of Federal Regulations, Article 82 (the “Code“), during any portion of the manufacturing process or (b) the Products will not contain or be manufactured using ozone depleting substances including without limitation chlorofluorocarbons, halons, methylchloroforms, and carbon tetrachlorides. If any of these requirements are not satisfied and/or Seller becomes aware that Seller is subject to any warning or labeling requirements regarding a Class I substance or a Class II substance pursuant to the Act or any regulation promulgated under the Act, Supplier shall immediately notify Buyer in writing, explaining the circumstances constituting any of the foregoing and identifying the products involved. Buyer. In addition, all products are subject to Materials Declaration Requirements, without respect to whether the products or Buyer finished products into which the products are integrated, if any, are exempt from such requirements. “Materials Declaration Requirements” means any requirements concerning the disclosure of hazardous substances contained or used in any product, component, material or part, such as those in Directive 2002/95/EC of the European Parliament and of the Council of 27 January 2003 on the restriction of the use of certain hazardous substances in electrical and electronic equipment as amended from time to time (“RoHS Directive“), Directive 2002/96/EC of the European Parliament and of the Council of 27 January 2003 on waste electrical and electronic equipment, as amended from time to time (“WEEE Directive“), any European Union Member State implementations of them, the equivalent of the RoHS Directive as implemented in China and Japan, and/or other similar environmental and/or materials declaration laws, directives, regulations and requirements, including international laws and treaties regarding such subject matter, as amended from time to time, as well as those set forth in JIG-101.

20. REGULATORY COMPLIANCE. The following shall apply to parts, components, assemblies, products, and software that Buyer purchases from Seller:

20.1. Government Approvals. Seller will provide language translations of the product documentation and the product’s user interface for English.

20.2. Regulatory Inquiries. Seller shall promptly inform Buyer of the existence and substance of any inquiry or investigation related to the products initiated by any government authority or certification agency.

20.3. Regulatory Inspections. To the extent required by law or at its reasonable discretion, Seller shall permit all governmental authorities and certification agencies the reasonable right to inspect Seller’s facilities at which the products or any components of them are handled, stored, or shipped, and all records related to them. Seller shall reasonably assist such governmental authorities and certification agencies with such inspections. 20.4. Product Complaints/Reports. Seller shall promptly provide to Buyer any information received by Seller regarding real or potential deficiencies or defects in the products.

21. GOVERNMENT CONTRACTS: Because Seller’s supplies or services may be incorporated into products sold by Buyer to United States government agencies as Commercial Items (in accordance with Federal Acquisition Regulation (“FAR”) Part 12), Seller agrees to comply with the following requirements:

(1) FAR 52.222-26 Equal Employment (B.O. 11246) (2) FAR 52.222-35 Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (38 U.S.C. 4212) (3) FAR 52.222-36 Affirmative Action for Workers with Disabilities (29 U.S.C. 793)

If Seller’s supplies or services are being sold by Buyer to the United States, then to the extent appropriate to effectuate the purpose of the clauses set forth in the contract between Buyer and the United States, references to “the Government” shall mean Buyer Medical Systems; references to “Offeror” and “Contractor” shall mean Seller; and references to the “Contracting Officer” shall mean the Buyer representative authorized to modify the provisions of this Order. Applicable procurement regulations that are required by federal statute or regulation to be inserted in contracts or subcontracts shall take precedence as between the parties to the extent any right or obligation specified in such statutes or regulations is inconsistent with the terms and conditions set forth fully in this Order.

22. GOVERNING LAW AND DISPUTE RESOLUTION: This Order shall be construed under and governed by the law of the State of Texas without regard to conflicts of laws rules. Buyer and Seller shall meet in good faith to attempt to resolve informally any disputes arising out of this Order. If the parties are unable to resolve such disputes informally, either side may initiate legal action for relief. Venue shall be in the state and/or federal courts of Galveston or Harris County, Texas, which shall have the exclusive jurisdiction over the subject of such disputes. In any action to enforce this Order, the prevailing party shall be awarded all court costs and reasonable attorneys’ fees incurred, including such costs and attorneys’ fees incurred in enforcing and collecting any judgment.

23. ASSIGNMENT: Seller may not assign any rights nor delegate or subcontract any duties under this Order without the prior written consent of Buyer; except that Seller may enter into subcontracts for purchases of parts and supplies, and subcontracts for commercial products, and may assign its right to receive payment upon written notice. Buyer may assign or otherwise transfer this Order, in whole or in part, to a subsidiary or affiliate, or a purchaser or transferee of substantially all of the assets used by Buyer in its business to which this Order relates upon written notice to Seller. Whether or not assigned, all payments shall be subject to setoff or recoupment for any present or future claims that Buyer may have against Seller.

24. ENTIRE AGREEMENT, MODIFICATION, WAIVER, NOTICES: This Order, including any attached Schedules and Exhibits, constitutes the entire agreement of the parties hereto with respect to the sale of products and services by Seller to Buyer and supersedes all prior representations, warranties, agreements, and understandings, of any kind, written and oral, of the parties hereto. It may not be modified or amended except by written amendment specifically referencing this Order signed by the authorized representatives of the parties. No waiver of any term of this Order shall imply a subsequent waiver of the same or any other term or constitute a continuing waiver. All notices shall be given in writing and be personally delivered or sent by postage prepaid mail addressed to the parties at their addresses first mentioned above or as otherwise designated to the other by notice as herein required

 

The Model CO395Flex™ Certification Oven is a stand alone version of the permeation tube oven used in the KIN-TEK 491Flex™, Modular Gas Standards Generating System.

Permeation tubes require several hours for the emission rate to stabilize after a temperature change. This can be a challenge if the Gas Generator is used intermittently or switched between applications. The CO395Flex™ is a compact, economical unit designed to maintain permeation tubes in a constantly equilibrated state, ready for immediate use in each application. This feature is especially useful for standards laboratories where the weight loss rate of the tube(s) is continually monitored to insure accuracy, or when permeation tubes are unexpectedly needed to trouble shoot an analyzer. It also saves hours of calibration time by providing pre-heated tubes ready for immediate use.

CLICK HERE TO VIEW PRODUCT BROCHURE (PDF)

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Features
The CO395Flex™ features open frame construction for easy access to the permeation tube. An on board constant- differential-pressure flow controller insures constant flow over the permeation tube. Temperature can be controlled at any value from approximately 30°C (at least 5°C above ambient temperature) to 150°C. Temperature settings are NIST traceable to ±0.1°C to insure minimum upset when changing applications.

Technical Information
Dimensions: 9” wide X 5 1/4” deep X 8” high
Weight: Approx. 5 1/2 lb.
Power: 115 V, 1 A peak (230V optional)
Temperature Range:  Typically 30° (5°C above ambient) to 150°C; digitally set in 0.1°C increments. (no temperature indication)
Flow: Typically 100 cc/min. Adjustable from 20 cc/min. to 200 cc/min. (no flow indication)
Tube Capacity: Accepts disposable permeation tubes, KIN-TEK refillable tubes, and diffusion tubes. Holds up to 8 disposable tubes, one refillable tube, or 1-2 diffusion tubes.