Effective September 2026 — supersedes all prior versions

These Terms and Conditions (“Terms”) govern every quotation, estimate, purchase order, invoice, and service order (each, an “Estimate”) issued by Corporate Consulting, Service & Instruments, Incorporated, doing business as CCSi (“Company,” “Seller,” “we,” or “us”), to the business entity identified on the Estimate (“Customer,” “Purchaser,” or “you”). These Terms apply exclusively to business-to-business transactions; Company does not sell products or services to consumers for personal, family, or household use. By accepting an Estimate — whether by signature, purchase order, deposit, email confirmation, or by directing Company to proceed — Customer agrees to be bound by these Terms. These Terms are published at ccsi-inc.com/terms-of-sale and are incorporated by reference into every Estimate whether or not restated there.

1. Definitions

  • “Company,” “Seller” — Corporate Consulting, Service & Instruments, Incorporated, and its trade names, including CCSi and OREC™.
  • “Customer,” “Purchaser” — the business entity identified on an Estimate as the recipient of Products or Services.
  • “Product” — any instrument, equipment, part, or other tangible good sold by Company, whether manufactured by Company or a represented third-party brand.
  • “Services” — calibration, repair, in-house physical laboratory testing, and any other labor or expertise Company provides, whether performed at Company’s facility or Customer’s facility.
  • “Estimate” — any quotation, estimate, quote, sales order, or service order issued by Company describing specific Products, Services, pricing, and delivery or scheduling terms.
  • “Agreement” — these Terms together with the applicable Estimate.

2. Order of Precedence

  • These Terms apply to every Estimate in full unless a specific Estimate expressly states different terms for price, scope of work, delivery basis, or payment schedule — in which case the Estimate controls only as to that specific point, and these Terms control all other matters.
  • No other understanding, document, purchase order term, or oral or written communication modifies this Agreement unless agreed to by Company in a signed writing. Customer’s own purchase order terms and conditions, even if referenced on a Customer PO, do not apply and are expressly rejected to the extent they conflict with these Terms.
  • Company may update these Terms from time to time; the version in effect on the date an Estimate is issued governs that Estimate.

3. Estimate Validity and Pricing

  • Estimates are valid for thirty (30) days from the date issued unless otherwise stated. Estimates not accepted within this period may be revised or withdrawn at Company’s discretion.
  • Pricing reflects the scope of work, equipment condition, and materials known to Company at the time the Estimate is prepared, and is subject to change if the scope changes, concealed conditions are discovered, material or component costs increase, or the order is placed after the validity period.
  • Unless an Estimate is expressly labeled a “Fixed Price Quote,” all figures are good-faith estimates only, particularly for repair work where the full extent of needed parts and labor cannot be determined until the instrument is inspected or disassembled.
  • All pricing is in U.S. Dollars and excludes applicable sales, use, or excise taxes, duties, and tariffs, which are added to the invoice unless Customer provides a valid exemption certificate.
  • Published pricing, specifications, descriptions, and other Product information reflect information known at the time of publication and may be inaccurate, incomplete, or subject to change without notice;
  • Company is not liable for typographical, editorial, or similar errors in published or quoted materials.

4. Scope of Work

Company provides the following categories of goods and services, each subject to the additional terms noted below:

  • Calibration and repair Services performed at Company’s facility or at Customer’s facility (Sections 5–6);
  • In-house physical laboratory testing of Customer-submitted polymer samples (Section 8);
  • Sale of new testing instruments manufactured by Company and by third-party brands represented by Company (Sections 9–10);
  • Design and manufacture of sample preparation equipment (Section 11). An Estimate describes only the specific Products, instruments, parts, and labor identified on it. Any work, parts, travel, or Services not expressly listed are excluded and, if requested or required, are treated as a Change Order under Section 7. Estimates assume normal, accessible working conditions and instruments free of undisclosed damage, contamination, or modification unless stated otherwise.

5. On-Site Service (Customer Facility)

  • Customer will provide safe, reasonable, and timely access to the instrument(s), adequate workspace, and any utilities (power, compressed air, network access, etc.) reasonably required to perform the work.
  • Customer is responsible for ensuring the work area complies with applicable safety, environmental, and site-access requirements, and for informing Company of any known hazards before Company’s technician arrives.
  • Estimates for on-site work include a stated number of technician hours and, where applicable, travel charges. Delays caused by lack of site access, missing personnel, incomplete site preparation, or conditions beyond Company’s control may result in additional travel, standby, or labor charges billed at Company’s then-current rates.
  • If the technician determines on-site that the instrument cannot be safely or adequately serviced in the field, Company may recommend the instrument be shipped to Company’s facility, and additional charges may apply.
  • Travel time, mileage, and related trip expenses for on-site work are billed as set out in the Estimate, including on-site visits performed in connection with a warranty repair (see Section 14.4). Company may,at its sole discretion, elect to cover all or part of these expenses in a given instance; any such accommodation is made as a courtesy, does not waive Company’s right to charge for such expenses on any other occasion, and does not obligate Company to do so in the future.

6. In-House Service (Company Facility)

  • Customer is responsible for arranging and paying for shipment of instruments to Company’s facility unless the Estimate states otherwise. Customer is responsible for adequate packaging; Company is not liable for damage caused by inadequate packaging in transit.
  • Risk of loss or damage to instruments in transit passes according to the shipping terms noted on the Estimate or invoice. Absent other agreement, Company’s responsibility for an instrument begins upon receipt at Company’s facility and ends upon tender to the carrier for return shipment.
  • Turnaround times provided in an Estimate are good-faith estimates, not guaranteed completion dates, and may be affected by parts availability, the condition of the instrument upon receipt, or the discovery of additional needed repairs.
  • If Company determines, after receiving an instrument, that the actual repair scope differs materially from the Estimate, Company will contact Customer for approval before proceeding under Section 7 (Change Orders). Instruments not picked up, or for which Company cannot reach Customer for approval, within thirty (30) days of Company’s completion notice or hold notice may be subject to storage fees.
  • Shipping and freight to send an instrument to Company’s facility and to return it to Customer are Customer’s responsibility, including for instruments sent in for a warranty repair (see Section 14.4). Company may, at its sole discretion, elect to cover all or part of these expenses in a given instance; any such accommodation is made as a courtesy, does not waive Company’s right to charge for such expenses on any other occasion, and does not obligate Company to do so in the future.

7. Change Orders and Unforeseen Conditions

  • Repair and calibration work frequently reveals conditions (worn components, prior improper repairs, contamination, out-of-spec parts, etc.) that cannot be identified until an instrument is inspected, disassembled, or tested. Estimates are prepared based on the information available at the time and do not guarantee that no further issues exist.
  • If additional work, parts, or time are required beyond the original Estimate, Company will notify Customer of the additional scope and cost before proceeding, except where Customer has pre-authorized a not-to-exceed threshold on the Estimate.
  • Verbal approvals of Change Orders will be confirmed in writing (including email) and are binding on Customer once confirmed.

8. In-House Physical Testing Services

  • Company performs physical laboratory testing of Customer-submitted polymer samples using the test method(s) identified on the Estimate (e.g., specified ASTM, ISO, or other published standard, or a Customer-specified procedure). Testing is performed only on the specific sample(s) submitted and only for the properties and methods listed on the Estimate; Company does not test for, or report on, any property or condition not expressly requested.
  • Customer is solely responsible for ensuring that the sample(s) submitted are representative of the material, batch, or lot Customer intends to characterize, and for properly identifying, labeling, and, whererelevant, conditioning and storing samples prior to submission. Company’s results and any report reflect only the sample(s) as received and tested, and are not a certification of, or warranty regarding, any broader batch, lot, or production run.
  • Many test methods are destructive or otherwise consume all or part of the submitted sample. Company is not liable for the consumption, alteration, or destruction of a sample in the ordinary and proper course of performing the requested test.
  • Unless Customer requests and pays for return shipment, Company will retain tested samples (or remaining portions) for thirty (30) days after the test report is issued, after which samples may be discarded or disposed of without further notice to Customer.
  • Test reports state measured values and, where applicable, the referenced test method and stated uncertainty. Unless Customer’s Estimate expressly requests a pass/fail or conformance determination against a named specification, Company does not interpret or certify compliance with any Customer, industry, regulatory, or contractual specification; Customer is solely responsible for comparing reported results to its own acceptance criteria.
  • Test results and reports are prepared for Customer’s internal use. Use of a Company test report in litigation, a regulatory submission, an insurance claim, or reliance by any third party requires Company’s prior written acknowledgment, as such uses may require additional documentation, accreditation, or a different scope of work.
  • Testing turnaround times provided in an Estimate are good-faith estimates only and may be affected by queue volume, equipment availability, or the need for repeat runs to confirm anomalous results.
  • If Customer disputes a result, Company will discuss the matter with Customer and, at Company’s discretion, may offer retesting of a retained sample portion or require submission of a new sample; retesting is billed at Company’s then-current rates unless the original test is determined to have been performed in error.
  • Handling of confidential information arising from testing — including sample data, formulations, and results — is governed by Section 17 (Confidentiality).

9. Represented and Third-Party Brand Products

  • For instruments and equipment manufactured by third parties and sold or serviced by Company as an authorized representative or dealer, the manufacturer’s published warranty applies. Company passes through, but does not independently extend or guarantee, that manufacturer’s warranty.
  • Company’s responsibility for represented-brand Products is limited to facilitating the sale, service, or warranty claim with the manufacturer; Company is not the guarantor of manufacturer performance, parts availability, or warranty response times.
  • Specifications, availability, and pricing for represented-brand Products are subject to change by the manufacturer without notice to Company.

10. Delivery, Freight, and Risk of Loss — Product Sales

  • Unless the Estimate states otherwise, Company delivers Products EX-WORKS / F.O.B. Factory (Akron, Ohio). Company prepares the Product for drayage in the manner customary for that mode of conveyance.
  • As defined by EX-WORKS (F.O.B. Factory), Customer bears all risk of loss or damage to the Product from the point of receipt by the carrier through final delivery and installation. Company may recommend a carrier but bears no liability for the carrier’s acts or omissions.• Freight, crating, rigging, and insurance charges are estimates unless confirmed at time of shipment and are Customer’s responsibility unless the Estimate states “freight included.”
  • Delivery dates are estimates only. Company is not liable for delays caused by carriers, manufacturers, or suppliers outside Company’s control.
  • Customer should inspect all shipments upon receipt and report shipping damage or shortages to Company and the carrier within five (5) business days.
  • Title to a Product does not pass to Customer until Company has received payment in full for that Product.

11. Custom-Manufactured Sample Preparation Equipment

  • Estimates for custom or made-to-order sample preparation equipment are based on the specifications, drawings, or requirements provided by Customer. Company is not responsible for design defects arising
  • from specifications supplied by Customer.
  • Once engineering, fabrication, or procurement of custom or long-lead materials has begun, orders generally cannot be cancelled without payment for costs incurred to date, including materials, labor, and any non-cancellable third-party purchase orders. This overrides the standard cancellation percentages in Section 13 for custom-manufactured equipment specifically, and will be identified on the Estimate where applicable.
  • Changes to specifications after acceptance of the Estimate will be handled as a Change Order under Section 7 and may affect price and lead time.

12. Payment Terms

  • Unless otherwise stated on the Estimate, a deposit of [__]% is required before work or fabrication begins on service orders and custom equipment orders, with the balance due upon completion, shipment, or delivery.
  • Where credit has been previously established and maintained with Company, standard invoice terms are net thirty (30) days from the invoice date, billed against a received purchase order, subject to Company’s acceptance. Where credit has not been established, payment is due prepaid or by confirmed irrevocable letter of credit before shipment, subject to Company’s acceptance.
  • Company accepts Visa, MasterCard, and American Express for payment due at time of project completion; credit cards are not accepted for payment of invoices issued on net terms. A credit card processing fee of 4.5% applies to card payments on orders of $5,000 or more.
  • Past-due balances accrue interest at 1.5% per month (18% per annum), or the maximum rate allowed by law, whichever is less, plus reasonable costs of collection, including attorney’s fees.
  • Company retains a security interest in, and title to, any Product, instrument, equipment, or completed work until payment in full is received, and may withhold delivery, release, or shipment until payment is received.
  • Company may suspend work on any open order, service job, or custom equipment build if Customer’s account becomes past due.

13. Cancellation and Returns

  • Any Product order cancelled prior to the scheduled delivery date is subject to a 20% cancellation charge, except as provided in Section 11 for custom-manufactured equipment once fabrication has begun.• Returns of any Product must be authorized in advance and accompanied by a Company-issued Return Materials Authorization (RMA). A restocking charge of 20% applies to Products returned after delivery; an additional fee applies if the Product is not returned in resalable condition.
  • A 15% penalty applies to any Product order for which delivery is delayed by Customer beyond sixty (60) days of the originally scheduled delivery date.
  • Service orders and standard equipment orders may be cancelled before work begins without charge, except for any non-cancellable costs already incurred (e.g., special-order parts). Cancellation after work has begun is billed for labor, parts, and materials incurred to date.

14. Warranty

14.1 Calibration and Repair Workmanship

Company warrants that calibration and repair Services will be performed in a workmanlike manner consistent with applicable industry practice and, where applicable, the referenced standard. This workmanship warranty is limited to re-performance of the specific service at no charge if a defect in Company’s workmanship is identified within [90] days of service completion, and does not cover parts or conditions unrelated to the work performed.

14.2 Company-Manufactured Instruments and Equipment

Company warrants its own manufactured instruments, equipment, and sample preparation equipment to be free from defects in material and workmanship for a period of [one (1) year] from the date of delivery, limited to repair or replacement, at Company’s option, of the defective part or unit. This warranty does not cover damage from misuse, unauthorized modification, normal wear, consumable parts, or failure to follow Company’s operating and maintenance instructions, and applies only where the Product has been installed, maintained, and handled per Company’s instructions and has not been repaired or altered by an unauthorized party. If Company is unable to remedy a covered nonconformance through repair or replacement, Company may, at its sole discretion, accept return of the Product and refund the original purchase price, exclusive of delivery charges.

14.3 Represented Brands

See Section 9. Company makes no independent warranty on Products it does not manufacture beyond passing through the applicable manufacturer’s warranty.

14.4 Expenses Not Covered by Warranty

Unless the Estimate expressly states otherwise, all warranties in this Section 14 cover only the cost of the defective part(s) and standard labor time to repair or replace them. Warranty coverage does not include, and Customer is responsible for, all associated travel time and mileage, shipping and freight (including packaging, crating, rigging, insurance, and duties) to send an instrument to Company or return it to Customer, expedited or rush shipping or labor charges, on-site dispatch or trip charges, after-hours or overtime labor, and any costs arising from Customer’s failure to package or ship an instrument properly. These expenses are billed separately at Company’s then-current rates even when the underlying part or workmanship defect is covered under warranty.

14.5 Warranty Service Location and Disclaimer

Company determines, at its sole discretion, whether warranty service is performed at Customer’s location or requires return of the Product to Company’s facility, and may designate a third party to perform warranty service.EXCEPT AS EXPRESSLY STATED IN THIS SECTION, COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING THE SUITABILITY OF ANY INSTRUMENT, EQUIPMENT, OR SERVICE FOR CUSTOMER’S INTENDED APPLICATION.

15. Calibration Certificates and Traceability

  • Where a calibration certificate is issued, it reflects the condition and performance of the instrument at the time of calibration only and does not guarantee future performance.
  • Where measurements are stated as traceable to a national metrology institute (e.g., NIST) or other reference standard, this refers to the traceability of Company’s reference standards, not a certification that Customer’s instrument meets any particular industry, regulatory, or contractual specification. Customer is responsible for determining whether calibration results and uncertainties meet Customer’s own quality, regulatory, or contractual requirements.

16. Customer-Supplied Materials, Samples, and Data

  • Any polymer samples, materials, drawings, specifications, or data Customer provides in connection with an Estimate remain Customer’s property. Company will use reasonable care in handling such items but is not liable for their loss or consumption in the ordinary course of testing, calibration, or repair.

17. Confidentiality

17.1 Mutual Confidentiality of the Agreement

Company and Customer will hold the terms of any Estimate in confidence and will not disclose its contents, in whole or in part, beyond what is necessary for their own internal use. Customer will not disclose any ancillary materials it receives in connection with a purchase, including mechanical or engineering drawings, renderings, blueprints, manuals, or operating instructions, without Company’s prior written consent.

17.2 Laboratory Confidentiality (ISO/IEC 17025)

As an accredited laboratory, Company manages all information obtained or generated in the course of performing calibration, testing, and related laboratory activities under legally enforceable confidentiality commitments, consistent with ISO/IEC 17025. Specifically:

  • All Customer information obtained or created during laboratory activities — including test data, sample formulations, specifications, drawings, and results — is treated as proprietary and confidential, except information Customer has made publicly available or information Company and Customer agree may be disclosed.
  • If Company is required by law, or authorized by contract, to release confidential information, Company will notify the affected Customer of the information to be provided, unless legally prohibited from doing so.
  • Information about a Customer that Company obtains from a source other than that Customer (for example, a complainant or a regulator) is held in confidence between Company and the Customer; the identity of that source is likewise kept confidential from the Customer unless the source agrees otherwise.• This confidentiality obligation extends to all Company personnel and to any subcontractor, outside technical expert, or committee member acting on Company’s behalf, each of whom is bound to the same standard.
  • Nothing in this Section 17 limits Company’s ability to use anonymized or aggregated data, without identifying Customer or Customer’s specific results, for internal quality assurance, proficiency testing, or accreditation purposes.
  • Company will inform Customer in advance of any information relating to Customer that Company intends to place in the public domain.
  • Company may disclose Customer information to its accreditation body and that body’s assessors, under that body’s own obligations of confidentiality, for the sole purpose of assessment and maintenance of Company’s accreditation.

17.3 Access for Accreditation Assessment

  • Where Company performs laboratory activities at Customer’s site, Customer agrees to permit, on reasonable notice and subject to Customer’s site safety and security requirements, access by assessors of Company’s accreditation body for the sole purpose of assessing Company’s performance of those activities. Such access is limited to that necessary for the assessment and is subject to the accreditation body’s own obligations of confidentiality.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY ESTIMATE, PRODUCT, OR SERVICE — WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE — SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM, AND, FOR A CLAIM RELATED TO A PRODUCT DEFECT, IS FURTHER LIMITED TO CLAIMS MADE WITHIN THE APPLICABLE WARRANTY PERIOD STATED IN SECTION 14. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST PRODUCTION, OR DOWNTIME, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19. Compliance with Laws and Export Control

  • Customer is responsible for compliance with all laws and regulations applicable to its use of a Product or Service, including establishing appropriate health and safety practices and determining any applicable regulatory limitations on use.
  • Company will not knowingly sell or transfer any Product, material, or technology to any country notapproved for trade by the U.S. Department of State, or otherwise in violation of U.S. export control law, including NDAA Section 889 equipment-compliance requirements applicable to Company’s work for government end customers.
  • Export-related costs — including product modification for use in another country, import/export operational costs, shipping and insurance, tariffs, taxes, duties, and currency exchange — are Customer’s responsibility to identify and bear. Where Company maintains an authorized agent or distributor in Customer’s country of destination, inquiries may be referred to that agent or distributor, whose pricing and terms may differ from Company’s.20. Force Majeure Company is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, fire, flood, labor disputes, carrier delays, government action, orshortages of materials, components, or transportation.

21. Governing Law and Dispute Resolution

  • These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-laws principles.
  • Any dispute arising out of or relating to these Terms or an Estimate will be resolved exclusively in the Court of Common Pleas of Summit County, Ohio, or the United States District Court for the Northern District of Ohio, and the parties consent to personal jurisdiction and venue there.
  • In any action to enforce these Terms, the prevailing party is entitled to recover its reasonable attorney’s fees and costs.

22. General

  • These Terms, together with the applicable Estimate, constitute the entire agreement between the parties regarding its subject matter and supersede all prior or contemporaneous understandings, including any prior version of Company’s Terms and Conditions of Sale.
  • If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.
  • Customer may not assign an Estimate or purchase order without Company’s prior written consent.
  • By submitting an order or Estimate acceptance, Customer acknowledges receipt of, and agreement to, these Terms