Terms and Conditions

Met One Instruments powered by Acoem

STANDARD TERMS AND CONDITIONS OF SALE

These Standard Terms and Conditions of Sale (hereinafter the “Agreement”) govern the sale of all products, systems, software, and services (“Products”) by Met One Instruments, Inc. (hereinafter “Seller”) to the purchasing entity (hereinafter “Buyer”). By placing an order, Buyer accepts and agrees to be bound by these terms.

1. QUOTATIONS AND ORDERS

Validity of Quotes: All quotations issued by Seller are valid for a period of sixty (60) days from the date of issuance, unless otherwise stated in writing by Seller.

Minimum Order Value: A minimum order value of $200.00 USD applies to all purchases.

Acceptance: No order shall be binding upon Seller until accepted in writing via an official Order Acknowledgment. Any terms proposed by Buyer in a purchase order that conflict with or add to this Agreement are expressly rejected.

Order Cancellation and Modification: Buyer may not cancel, delay, or modify purchase order once an official Order Acknowledgment has been issued, except with Seller’s prior written consent. Approved cancellations or modifications of standard or custom orders are subject to a 25% restocking or engineering fee of the total order value. For orders less than $1,000.00 that are cancelled, a $250 restocking fee applies.

2. PRICING AND PAYMENT TERMS

• Currency & Taxes: All prices are in USD unless specified otherwise. Prices exclude taxes, duties, tariffs, shipping, and insurance costs, which are the sole responsibility of the Buyer unless otherwise agreed upon by both parties in writing.

• Standard Payment Terms: Unless otherwise agreed in writing or stated explicitly on the invoice or approved by Seller’s Finance Department in writing, all payments are due prior to shipment.

• Credit Card Transactions: A convenience fee of 3% will be applied to all transactions paid via credit card.

• Late Payments: Late payments shall bear interest at the rate of 1.5% per month, calculated daily from the due date until paid in full. Buyer shall reimburse Seller for all costs incurred in collecting late payments, including legal fees.

3. DELIVERY, TITLE, AND STORAGE FEES

• Shipping Terms:

International Orders: Unless otherwise agreed in writing, all Products are shipped Ex Works (EXW Incoterms 2020), Seller’s facility in Grants Pass, Oregon.

Domestic Orders: Unless otherwise agreed in writing, all Products are shipped FOB Origin, Seller’s facility in Grants Pass, Oregon.

• Risk of Loss & Title:

International Orders: Pursuant to Ex Works (EXW Incoterms 2020) shipping terms, the risk of loss or damage to the Products passes to the Buyer immediately upon notification that the order is ready for pickup at Seller’s shipping point. Title to hardware Products passes to the Buyer upon execution of the Ex Works-delivery.

Domestic Orders: Risk of loss or damage to the Products passes to the Buyer upon delivery to the common carrier at Seller’s shipping point. Title to hardware Products passes to the Buyer upon execution of the FOB Origin delivery.

• Early Shipment Rights: Seller reserves the right to ship orders prior to the acknowledged ship date, unless the Buyer specifies in writing at the time of order placement that early shipment is not permitted.

• Delayed Shipment & Storage Fees: If an order is complete and ready for shipment but is delayed or held by Seller for more than seven (7) days past the acknowledged ship date due to (a) a Buyer payment issue, or (b) Buyer’s failure to provide required freight carrier information, Seller reserves the right to assess and add weekly storage fees to the Buyer’s invoice. To ensure these fees reflect actual commercial handling and space constraints, they shall be assessed on a sliding scale based on total order value as follows:

Orders up to $10,000 USD: $50.00 USD per day or 1% of the order value per week, whichever is greater.

Orders from $10,001 USD to $50,000 USD: 0.5% of the total order value per week.

Orders over $50,000 USD: 0.25% of the total order value per week.

Note: Storage fees shall accumulate weekly until the shipment is executed, up to a maximum cumulative cap of 15% of the total order value. Seller retains sole discretion to evaluate delays and mitigate, waive, or modify these fees on a case-by-case basis.

• Inspection and Deemed Acceptance: Buyer shall inspect all shipments within 7 business days of receipt at Buyer’s facility. Buyer must notify Seller in writing of any shipping shortages, discrepancies, or visible transit damage within this period. If no written notice is received within this time frame, the Products shall be deemed conclusively accepted by the Buyer.

4. SERVICE DEPARTMENT AND RETURN AUTHORIZATION (RA)

• Standard Limited Warranty: Seller warrants that hardware Products and systems manufactured by Met One will be free from defects in materials and workmanship under normal use and service for a period of two (2) years from the date of shipment, unless otherwise noted in writing.

• Repaired or Replaced Products: Products repaired or replaced during the warranty period are warranted only for the remainder of the unexpired portion of the original warranty period.

• Return Authorization (RA) Requirement: Prior written authorization and specific shipping instructions must be obtained from the Seller’s Department before returning any Product for warranty service, calibration, or repair.

• Advance Payment Method Requirement: The Service Department requires a valid payment method to be provided by the Buyer in advance of any RA number being issued. If a customer unit (RA) is received at Seller without a payment method provided by the customer, it will not be worked on until a payment method is received. If after 30 days no payment method is received, the customer owned unit will be shipped back to the customer at the customer expense.

• Wire Transfer / ACH Policy: If the chosen payment method is wire-transfer or ACH, the wire transfer/ACH transaction must be fully cleared and settled in advance of the RA number issuance and prior to any diagnostics, labor, or work being performed on the Buyer’s Product.

• Shipping Responsibility & Evaluation Fees: Buyer remains responsible for all shipping and insurance costs for returned Products sent to Seller. For validated warranty claims, Seller will cover standard outbound return ground shipping costs to the Buyer. For all non-warranty repairs, maintenance, calibrations, or evaluations, outbound shipping and insurance costs are the sole responsibility of the Buyer. All non-warranty returns are subject to a standard diagnostic fee of $250 USD, which shall be payable regardless of whether final repair work is authorized by the Buyer. The evaluation fee will be waived if a new unit is purchased as a direct replacement.

• Returns Due to Customer Error: Products returned due to Buyer ordering errors, incorrect part selections, or misconfigurations are subject to prior written approval and a Return Authorization (RA) number issued by Seller. Approved returns of unused Products in original condition are subject to Seller evaluation and approval of the returned product and will incur a restocking fee equal to 25% of the total value of the returned Product(s), or a flat $250.00 USD restocking fee for returned items valued under $1,000.00 USD. Buyer remains solely responsible for all freight, transit insurance, duties, and handling costs associated with the return shipment.

5. WARRANTY LIMITATIONS AND EXCLUSIONS

The limited warranty set forth in Section 4 does not extend to, and Seller shall have no obligation or liability for:

• Consumable or expandable items (including but not limited to filters, tape, batteries, and seals) which require routine replacement during the normal course of operation.

• Products subjected to abuse, misuse, neglect, accidental damage, power reversal, or improper/unauthorized installation.

• Products damaged by improper operation, environmental conditions outside of specifications, lightning, or excessive power surges.

• Products altered, modified, or repaired by personnel other than Seller’s authorized personnel, unless the Buyer has performed such alterations or repairs in strict accordance with written procedures previously approved by Seller.

Warranty returns are shipped back to Seller at customer expense. Repair work and return shipping is paid for by Seller. Any related duties are the responsibility of the importer.

EXCLUSION OF OTHER WARRANTIES: TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

6. LIMITATION OF LIABILITY

• Consequential Damages: In no event shall Seller be liable to Buyer or any third party for any indirect, incidental, special, punitive, exemplary, or consequential damages (including, without limitation, loss of profits, loss of data, business interruption, or loss of use) arising out of or relating to the sale, installation, use, or inability to use the Products, even if Seller has been advised of the possibility of such damages.

• Maximum Liability: In any case, Seller’s entire liability under any provision of this Agreement, whether arising in contract, tort (including negligence), strict liability, or otherwise, shall be strictly limited to the amount actually paid by the Buyer to Seller for the specific Product giving rise to the claim.

7. INTELLECTUAL PROPERTY AND SOFTWARE

• Ownership: Seller (and its powered-by brand partners) retains all rights, title, and interest in and to all intellectual property rights, including patents, trademarks, copyrights, trade secrets, and software embedded in or provided with the Products. No title to intellectual property is transferred to Buyer.

• Software License & Subscriptions: To the extent the Products include embedded software, firmware, or cloud-based data services, Seller grants Buyer a non-exclusive, non-transferable, revocable, limited license to use the software solely in conjunction with the operation of the hardware Product. Recurring software subscriptions, SaaS platform access, or recurring calibration agreements are billed in advance and subject to suspension if accounts fall into arrears. Buyer shall not decompile, disassemble, reverse engineer, or modify any software.

• Data Rights: Buyer retains ownership of specific environmental or operational data records generated through their use of the Products. However, Buyer grants Seller a perpetual, irrevocable, royalty-free license to access, collect, and utilize anonymized, aggregated diagnostic and telemetry data derived from the Products solely for product optimization, performance analytics, benchmarking, and internal research and development.

8. INDEMNIFICATION

Buyer agrees to indemnify, defend, and hold harmless Seller, its affiliates, officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising out of Buyer’s misuse of the Products, breach of this Agreement, or violation of any applicable laws or regulations.

9. FORCE MAJEURE

Seller shall not be liable or responsible for any delay or failure to perform its obligations under this Agreement when such delay or failure is caused by events beyond Seller’s reasonable control, including but not limited to acts of God, strikes, labor disputes, material shortages, supply chain disruptions, government actions, war, riots, pandemics, or carrier delays.

10. GOVERNING LAW AND JURISDICTION

This Agreement, and all claims or disputes arising out of or relating to it, shall be governed by, construed, and enforced in accordance with the laws of the State of Oregon, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any legal action arising out of this Agreement must be brought exclusively in the state or federal courts located in Oregon, and Buyer consents to the personal jurisdiction of such courts.

11. VENUE. Venue for this Agreement shall be in Josephine County, Oregon.

12. ARBITRATION BETWEEN BUYER AND SELLER. Any dispute arising out of or under or related to this Agreement any agreement(s) attached hereto as exhibits or signed in conjunction with this Agreement shall be subject to final and binding private Arbitration in accordance with Oregon Laws. Filing for Arbitration shall be treated the same as filing in Court for purposes of meeting any applicable statutes of limitation or for purposes of filing a lis pendens. Buyer or Seller may file Claims with the Arbitration Service of Portland, Inc. 9830 SW Mckenzie St., Portland, OR, 97223; Phone: 503-226-3109. The Arbitration service in which the Claim is filed shall handle the case to its conclusion. By consenting to this provision Buyer and Sellers are agreeing that disputes arising under this Agreement shall be heard and decided by one or more neutral arbitrators and Buyer and Seller are giving up the right to have the matter tried by a judge or jury. The right to appeal an arbitration decision is limited under Oregon Law.

13. ATTORNEY FEES. In any action or proceeding arising out of this Agreement, including but not limited to actions for breach of contract, unlawful detainer, or unpaid rent, the prevailing party shall be entitled to recover from the non-prevailing party reasonable attorney fees and costs, in addition to any other relief awarded, whether such fees are incurred at trial, on appeal, or in any bankruptcy proceeding.

14. RULES OF CONSTRUCTION. Seller and Buyer agree that the normal rule that errors in drafting a contract are construed against the scrivener does not apply to this Agreement. Buyer acknowledges that they have been advised, but are not obligated to first seek review by their own independent legal counsel.

15. MISCELLANEOUS

• Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

• Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the purchase and sale of Products and supersedes all prior discussions, negotiations, or agreements.

• Amendments: No modification or amendment to these terms shall be binding unless made in writing and signed by an authorized representative of Seller.

Rev.A 2026OCT09

200 NE Greenfield Road, Grants Pass, OR 97526 USA