1. Terms and Conditions of Sale

The terms and conditions appearing in this quotation shall constitute the complete agreement between the parties, and such terms and conditions supersede any prior or contemporaneous agreements or communications between the parties whether oral or written. The Purchaser may for convenience desire to utilize the Purchaser's form of purchase order or acknowledgment, contract or other document in connection with this transaction. HOWEVER, IT IS AGREED THAT ANY PROVISION OF SUCH DOCUMENT WHICH CONFLICTS WITH OR WHICH WOULD MODIFY OR ADD TO THE PROVISIONS HEREOF SHALL BE DEEMED TO BE WAIVED BY THE PURCHASER, VOID AND OF NO EFFECT, AND PREEMPTED AND SUPERSEDED BY THE TERMS HEREOF. Mahr Inc. is not obligated hereunder unless and until the Purchaser either has signed and returned the acknowledgment copy hereof or has submitted an order which Mahr Inc has acknowledged and accepted, but in either case the terms and conditions set forth herein shall govern the sale, and Mahr Inc hereby gives notice of its objection to any different or additional terms and conditions stated by Purchaser.

2. Title and Risk of Loss

Title to, and risk of loss of the products sold hereunder shall pass to Purchaser upon delivery to the carrier at the f.o.b. point of shipment (Providence, R. I. unless otherwise specified).

3. Prices

Prices and discounts are subject to change without notice. Written quotations automatically expire thirty (30) calendar days from the date of issuance, unless otherwise stated in the proposal.

4. Terms of Payment

Standard terms of payment are net thirty (30) days from date of invoice (subject to credit approval) for direct purchases. Payments begin upon receipt and acceptance of equipment for purchases through Mahr Inc. Financial Services.  A 3% surcharge will be added to all Credit Card transactions.

5. Payments

If, in the judgment of Mahr Inc, the financial condition of the Purchaser, at any time during the manufacturing process, or at the time the material is ready for shipment, does not justify the terms of payment specified above, Mahr Inc may require full or partial payment in advance. If Purchaser shall fail to comply with any provision or to make payments in accordance with the terms of this contract, Mahr Inc may at its option defer shipment or, without waiving any other rights it may have, terminate this contract. Any and all overdue accounts shall bear interest at the rate of one percent (1%) per month, payable on demand. Any and all collection charges and related attorneys fees and court costs incurred by Mahr Inc are the liability of the Purchaser and will be paid on demand.

6. Delivery

Mahr Inc reserves the right to modify delivery dates to accommodate its production schedule, to deliver the products in more than one installment and to determine the quantity of products to be contained in each shipment. Delivery dates are the Seller's best estimates and are based upon the prompt receipt of information concerning the products.

7. Force Majeure

Mahr Inc shall not be liable for loss, damage, detention or delay resulting from causes beyond its reasonable control including, but not limited to, fire, strike or other concerted action of workmen, act or omission of any governmental authority or of the Purchaser, insurrection or riot, embargo, car shortage, wreck or delay in transportation, or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources. In the event of delay due to any such cause, the date of delivery will be postponed by such length of time as may be reasonably necessary to compensate for thedelay.INNOEVENTSHALL SELLERBE LIABLEFOR CONSEQUENTIALDAMAGES ORCLAIMS FORLABOR RESULTING FROMFAILUREORDELAYINDELIVERY.

Notwithstanding any provision in these Terms and Conditions of Sale or in any agreement or purchase order of which they form a part, Mahr Inc. shall, in addition to any other relief available to Mahr Inc. under such Terms and Conditions of Sale, agreement, or purchase order, be entitled to an increase to the time for performance and compensation for or attributable to the following and similar issues, and any market, pricing, schedule, availability, or other impacts arising therefrom: (i) actions or inactions of government or parties beyond Mahr Inc.’s control, (ii) labor disputes, fire, unusual delay in deliveries, unavoidable casualties, or adverse weather conditions, (iii) failure of performance, suspension of performance, or breach of contract (threatened or otherwise) by Purchaser, (iv) changes in tariffs, duties, taxes, or fees applied, threatened, or announced (whether or not previously enacted, announced, or in common usage), (v) changes in customs, import, export enforcement or other practices (whether or not previously enacted, announced, or in common usage), (vi) changes in laws, rules, executive orders, or governmental policies or practices enacted, made, entered, announced, or applied (whether or not previously enacted, announced, or in common usage), (vii) governmental emergencies (declared or otherwise), shutdowns, embargoes, quarantines, blockades, sanctions, port closures or delays, customs delays, acts of war, civil unrest, or military hostilities, and (viii) other circumstances beyond Mahr Inc.’s reasonable control.  In the case of items (iv), (v), and (vi), a change shall be determined relative to what was reasonably understood by Mahr Inc. to be applied, employed, or enforced as of acceptance of the applicable order by Mahr Inc.[1]

8. Shipment Claims

Clairns by Purchaser must be made within three (3) days after receipt of shipments and Mahr Inc shall have an opportunity to investigate any such claim by Purchaser. The shipment shall be conclusively presumed to be proper and conforming in all respects unless claims are made within said three (3) day period. Mahr Inc shall incur no liability for damage, shortages, or any other cause alleged to have occurred or existed at or prior to delivery to the carrier unless full details are entered on Purchaser's receipt to the carrier.

9. Product Return Policy

All returns must be made within 90 days of receipt.

Prior to the return of any products to the factory, purchaser must submit a request for authorization. This must reference the order number or PO with a clear explanation in detail the reason for the return.

To be eligible for a return, your item must be unused and in the same condition that you have received it, including the original packaging Any products which have been modified or damaged by the customer will not be accepted for return or credit.

All non-stock returns must have previous authorization from Mahr Inc. The amount of restocking charges will be determined from the factory upon acceptance (minimum 30%).

The following items are non-returnable:

Non-stock items after 60 days from delivery date. Custom Made-to-Order Material.

Disposable items, such as batteries.

All returns should be shipped at purchaser's expense to:

         Mahr Inc., 1139 Eddy Street, Providence, Rhode Island, 02905.

10. Warranty

Mahr Inc. warrants its catalog and modified catalog products to be free from defects in material and workmanship under normal use and service for a period of one year from date of original Purchaser's invoice. Upon receipt of prompt written notice from Purchaser referencing the order number and detailing the claimed non-conformity or defect, Mahr Inc. shall, at its option, repair or replace the product (f.o.b. Seller's factory in Providence, Rhode Island, or as otherwise specified). If Mahr Inc inspection fails to verify the claimed non-conformity or defect, the products will be returned to the Purchaser at its expense and the Purchaser shall pay to Mahr Inc a handling charge equal to ten percent (10%) of the invoice value of the return products. Exception: Disposable items, such as batteries, are covered by a 30 day warranty.

Repair or replacement of the product in the manner above is the exclusive warranty remedy and shall constitute complete fulfillment of all Mahr Inc liabilities for breach of this Warranty without regard to whether any defect was discoverable or latent at the time of the delivery of the products to the Purchaser and is expressly made in substitution of any and all remedies otherwise provided under the Uniform Commercial Code. Mahr Inc assumes no responsibility hereunder for any product damage or failure caused by (a) improper installation, operation or maintenance of the product; or (b) normal wear and tear on wear parts. This Warranty shall be void in the event of unauthorized modification or servicing of the product.

THE FOREGOINGWARRANTY IS EXCLUSIVE AND IN LIEU OF ANY OTHER WARRANTIES OF QUALITY, WHETHER EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE). IN NO EVENT SHALL MAHR INC BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY BREACH OF WARRANTY UNDER THIS CONTRACT SUCH AS LOSS OF PROFITS OR PRODUCTION.

The products shall conform to the contract if they meet the specifications thereof within the margins and tolerances usual or customary in the trade.

Warranty on special or custom designed products will be furnished in lieu of the above, if different.

11. Patents

Mahr Incshall indemnify Purchaser against attorney's fees or any damages or costs awarded against Purchaser in the event any legal proceeding is brought against Purchaser by a third person claiming the material delivered hereunder in itself constitutes an infringement of any United States patent, provided Purchaser gives Mahr Inc prompt notice of any suit being brought to give Mahr Inc the opportunity to defend such suit and cooperates with Seller with respect to such defense, unless the material is made in accordance with materials, designs, or specifications required by Purchaser, in which case Purchaser shall similarly indemnify Mahr Inc.

12. Purchaser's Right of Termination

Purchaser shall have the right to terminate this order, in whole or in part, upon notice in writing to Mahr Inc. In the event of termination, Mahr Inc shall, as directed, cease work and transfer to Purchaser title to all completed and partially completed products and to any raw materials or supplies acquired by Mahr Inc especially for the purpose of performing this contract, and Purchaser shall pay Mahr Inc as follows: (1) the contract price for all products which have been completed prior to termination; (2) the cost to Mahr Inc of the material or work in process as shown on the books of Mahr Inc plus a reasonable profit thereon, but in no event more than the contract price; (3) the cost to Mahr Inc of special materials and supplies acquired especially for the purpose of performing this contract; and (4) reasonable cancellation charges, if any, paid by Mahr Inc on account of commitments made hereunder.

13. Taxes

Any taxes, import or export duties or tariffs imposed with respect to the sale of the products, which Mahr Inc at any time either pays or must collect, shall be added to and paid as part of the purchase price.

14. Limitation of Liability

IN NO EVENT SHALL THE MAHR INC BE LIABLE (a) FOR DIRECT DAMAGES INEXCESS OF THE ORIGINAL PURCHASE PRICE OF THEPRODUCTSCLAIMED TO BE DEFECTIVE, OR (b) FOR ANY SPECIAL CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES WITH RESPECT TO THIS CONTRACT OR ANYTHING DONE IN CONNECTION HEREWITH, WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

15. Law

The rights and obligations of Mahr Inc and Purchaser hereunder shall be governed by the Uniform Commercial Code as enacted and construed in the State of Rhode Island and the parties hereby agree to submit to the jurisdiction of the courts of the State of Rhode Island and the courts of the United States having jurisdiction in Rhode Island for the purpose of any litigation involving these contracts or products sold hereunder.

16. Minimum Order Value

$100.00 for new products or parts. $35.00 for repair or calibration services.

17. Calibrations

All calibration requests requiring a statement of conformity to a standard or specification per ISO/IEC17025:2017 section 7.8.6.willbecertifiedperGuide98-4section8.2.

Our calibration laboratories use the Simple acceptance rule (Shared Risk) when making statements of conformity.

[1] NTD: To be confirmed against Mahr Inc.’s order acceptance/contracting practices.