Conditions of Sales and Service

Definitions and Scope

Seller means Thermal Scientific, Inc., including when doing business as General Lab Supply of Houston or Amber Scientific, as identified on the accepted order. Customer means the purchasing entity identified on that order. These terms apply to sales expressly incorporating this identified version; website use alone does not establish acceptance of an unrelated purchase or service commitment.

Controlling Agreements and Versions

An effective negotiated written agreement executed by authorized representatives of Seller and Customer and applicable to the transaction controls any actual conflict with these terms. These terms supplement that agreement only to the extent it permits and do not amend or override its provisions.

Subject to any such agreement, Seller expressly objects to additional or conflicting terms in Customer's purchase orders, acknowledgments, portals or other transaction documents. Seller's receipt or processing of an order, acknowledgment, shipment, performance or acceptance of payment is not intended as assent to those terms. Additional or conflicting terms must be expressly agreed in writing by authorized representatives of both parties. A transaction-specific written exception expressly agreed by those representatives controls the affected provision. Any change to a controlling negotiated agreement must also satisfy that agreement's amendment requirements.

The applicable terms are the version identified in the transaction record and supplied or made available before agreement. Later website revisions do not amend an existing transaction merely by being posted. No invoice, packing list, delivery receipt or other administrative document independently changes an agreed allocation of rights or obligations.

A revised quote or order identifies its revision and the proposed changes. It does not incorporate a later version of these terms unless that change is expressly identified and agreed. Unmodified portions of an accepted transaction remain unchanged. An automated receipt is not express acceptance, and silence alone is not acceptance. Conduct has the effect provided by applicable law; a terms link or acknowledgment of receipt does not, by itself, establish agreement to every proposed term.

Orders and Accuracy

Unless otherwise stated in the quote, quotes remain available for acceptance for 30 days from the quote date, unless Seller extends that period in writing. Quotes remain subject to their stated assumptions. An automated receipt confirms transmission of an order request, not acceptance or availability. Seller will identify material price, availability, specification or delivery changes for Customer's agreement before accepting the affected order. Seller will not substitute a materially different product without Customer's approval.

If Seller discovers a genuine material error in product or service pricing affecting an unfulfilled portion of a quote or order, including but not limited to unit-of-measure, decimal-placement, data-entry, calculation or system-synchronization errors, Seller will promptly notify Customer, identify the error and offer the corrected terms. This pricing-error provision excludes freight, delivery and other shipping charges, which are governed by Payment and Charges. Seller will not impose the corrected price without Customer's agreement. If Customer declines the correction, Seller may cancel the affected unfulfilled portion and refund any prepayment attributable to that portion. This process does not permit repricing merely because Seller's costs increased or retroactively changing a fulfilled portion.

Ship dates, delivery dates, pickup-ready dates, lead times and stocking or replenishment dates expressly identified as estimates are not guaranteed commitments unless Seller expressly accepts them as firm commitments in writing. The applicable milestone and location must be identified for the delivery or service method used, including parcel, LTL or other freight, hot-shot delivery, Seller delivery, Customer pickup, direct or drop shipment, and VMI or shelf-stocking services. A shipment date is not an arrival date, pickup readiness is not completed pickup, and a delivery date does not itself promise completed shelf stocking. Unless the parties specifically agree otherwise in writing, a firm date remains subject to the following delay provision. Seller will promptly notify Customer of a material change to an estimate and use commercially reasonable efforts to reduce its effects.

Subject to any controlling agreement and any greater obligation Seller expressly assumes in writing, Seller is excused from delay or nonperformance only to the extent caused by events beyond Seller's reasonable control that Seller could not reasonably prevent or mitigate. Qualifying events may include manufacturer, supplier or carrier delays, but only when they meet those conditions; an upstream delay alone does not excuse performance. Seller will promptly notify Customer of the affected performance and use commercially reasonable efforts to reduce the disruption and resume performance. This does not excuse Seller's negligence or willful misconduct, authorize an otherwise unapproved price increase, or excuse obligations unaffected by the event.

Payment and Charges

Prices and currency are those identified in the accepted order or controlling agreement. Payment terms are those stated in the applicable controlling agreement or, where no such agreement exists or it does not specify payment terms, the terms approved by Seller for the order and communicated to Customer before acceptance. A later invoice does not independently change agreed payment terms.

Customer is responsible for applicable taxes, duties, tariffs and third-party carrier or supplier fees allocated to Customer under the accepted order or controlling agreement, including applicable freight, delivery, hot-shot, handling and hazardous-material charges.

Where the parties agree before acceptance that a pass-through charge is estimated and will be adjusted to the actual applicable amount, Seller may make that adjustment without obtaining separate approval for each adjustment. Seller will disclose the charge categories and adjustment basis before acceptance and notify Customer before incurring an unusually large increase. This provision does not permit duplicate recovery, an undisclosed markup or a change to a fixed product or service price.

A charge not covered by the agreed allocation or adjustment basis, or a change to a fixed accepted charge, requires Customer's agreement before Seller incurs the affected additional charge or performs the affected portion, unless the controlling agreement provides otherwise. These terms do not create a personal guarantee or impose a new collection fee.

Seller may assess a surcharge on credit-card payments where permitted by applicable law and card-network rules. Any surcharge will be disclosed, including its amount, and agreed before Customer authorizes payment. No credit-card surcharge applies to debit or prepaid cards. This provision does not change charges already agreed for an existing order.

Shipment Title and Risk

Unless the accepted order or controlling agreement expressly provides otherwise, title and risk of loss transfer to Customer at the following point for the applicable delivery method:

For shipment by a third-party carrier, when Seller hands the goods to the carrier. For a direct or drop shipment, when the manufacturer or supplier hands the goods to the carrier.

For delivery by Seller's vehicle, when the goods are delivered to Customer's agreed receiving point. For Customer pickup, when the goods are handed to Customer or its authorized representative.

For agreed VMI or shelf-stocking delivery, when the goods are placed in the agreed stocking location. Seller's delivery record is evidence of that placement. A different consignment or ownership arrangement applies only if expressly agreed in writing.

Freight charges and prepaid or collect billing designations do not, by themselves, change these transfer points. A delivery record documents the delivery event; it is not a waiver of a claim for damaged or nonconforming goods.

Direct shipment does not otherwise remove Seller's accepted obligations merely because a manufacturer or supplier ships the goods. Seller and Customer will reasonably cooperate in documenting damage and pursuing available carrier claims. A carrier claim does not guarantee payment. These provisions do not excuse Seller's negligence or displace a controlling agreement or applicable rights concerning nonconforming goods.

Product Selection and Safety

Customer is responsible for selecting products suitable for its intended application, except for an express specification or suitability commitment Seller accepts in writing. Product cross-references are aids to selection, not assurances of equivalent performance. Customer must use products in accordance with applicable law, manufacturer labeling, safety data sheets and required training, handling and storage instructions. A product may be used for a regulated or patient-connected purpose only where its applicable labeling and authorization permit that use. Nothing here changes an express accepted specification or excuses delivery of a nonconforming product.

Chemicals and Hazardous Materials

Each party is responsible for requirements applicable to the functions it performs in packaging, offering for transport, transporting, receiving, storing, handling and using chemicals or hazardous materials. Seller retains its applicable shipment, delivery, hazard-communication and safety obligations, including provision of safety data sheets where required.

Customer will provide accurate intended-use, delivery and site information reasonably required for safe and lawful fulfillment, and suitable, authorized receiving and storage conditions. Customer will ensure that personnel receiving, storing, handling or using the materials are trained and equipped for the applicable hazards and follow product labels, safety data sheets and applicable law.

Hazardous-material and related pass-through charges are governed by Payment and Charges. Seller may suspend affected delivery or stocking where conditions are unsafe or performance would be unlawful and will promptly notify Customer so the issue can be addressed. Nothing here transfers either party's own legal duties or excuses its negligence or willful misconduct.

Inspection and Claims

Customer should inspect goods promptly on delivery and must notify Seller of visible shipping damage within 48 hours after delivery, retaining relevant packaging, photographs and delivery records. Customer should report shortages or other readily discoverable shipping discrepancies within three business days after receipt.

Customer must notify Seller promptly after discovering a latent defect or other suspected nonconformity or safety issue. The visible-damage and discrepancy reporting periods do not shorten an applicable warranty, eliminate rights concerning latent defects or safety recalls, or waive rights that cannot lawfully be waived. A late report may impair recovery to the extent it prejudices investigation or a carrier claim; it does not automatically extinguish every remedy.

Returns

Customer must request authorization for a convenience return or a return resulting from Customer error within 30 days after delivery. A request does not itself authorize a return. Returns require Seller's prior written authorization and must follow the instructions and return deadline stated in that authorization.

Eligible goods must be unused, in original packaging and in resalable condition. Special-order, custom-made, sterile, refrigerated, temperature-sensitive, expired or short-dated goods, and chemicals or hazardous materials, require specific review and may be ineligible for a convenience return. Seller will identify any applicable exclusion or special return condition before accepting the order where known.

An authorized convenience or Customer-error return is subject to Seller's standard restocking fee and the agreed return freight or other disclosed charges. Seller will disclose the applicable fee and charges in the return authorization before Customer ships the goods. No percentage is fixed by this provision.

Seller will inspect authorized returns and issue the credit or refund stated in the authorization after confirming eligibility and condition. Goods must not be shipped back without authorization, and hazardous-material returns must comply with applicable packaging, labeling and transport requirements.

Convenience-return restrictions and restocking fees do not, by themselves, eliminate remedies for Seller error, defective or nonconforming goods, an applicable warranty or safety recall. Those claims are handled under the applicable remedy provisions rather than treated automatically as convenience returns.

Shelf Life

For goods bearing an expiration or retest date, the applicable manufacturer labeling and storage requirements govern use and any permitted retest. A retest date is not a promise of extended shelf life or a replacement warranty.

Any Customer-required minimum remaining shelf life must be identified and expressly accepted in writing before the order is accepted. Seller will not knowingly supply goods past their labeled expiration date for ordinary use. If Seller proposes short-dated goods for which it knows the remaining life may materially affect the disclosed intended use, Seller will disclose the available date information and obtain Customer's agreement before shipment.

A specifically agreed remaining-life commitment is part of the accepted order. Without such a commitment, these terms do not promise a fixed number of days or percentage of original shelf life remaining at delivery. This does not excuse failure to meet an accepted specification or other applicable conformity obligation.

Manufacturer Rights

Seller will make available transferable manufacturer warranties supplied with the product and reasonably assist Customer in submitting a claim where transfer is unavailable. Manufacturer coverage remains subject to its terms. Seller does not represent that it manufactures every product or that every product carries the same warranty.

Manufacturer warranty eligibility and transfer are governed by the applicable manufacturer's terms, including any applicable end-user, resale or authorized-channel restrictions and registration requirements. If Customer purchases for resale, redistribution or supply to another party rather than for its own end use, Seller does not guarantee that a manufacturer's warranty will be available to Customer or pass through to any subsequent purchaser or end user. Any manufacturer warranty rights made available by Seller extend only as permitted by the manufacturer. Rights against an upstream supplier, including any third-party-beneficiary protection, depend on that supplier’s accepted obligations and their conditions and exclusions. These terms do not guarantee a supplier’s performance, an insurer’s coverage decision or payment of a claim. This limitation does not reduce Seller's own express warranties accepted in writing, obligations under a controlling agreement, or rights and remedies that cannot lawfully be excluded.

Warranty

Seller warrants that, at delivery, goods will conform to the product description and express specifications Seller accepts in writing for the order, and that Seller has the right to sell them. Nothing here negates an affirmation, description, sample or model that creates an express warranty under applicable law. Seller will perform services it expressly accepts with reasonable care and skill. Manufacturer warranties are addressed separately under Manufacturer Rights.

This conformity obligation is not a promise of a fixed useful life, uninterrupted availability or suitability for an unaccepted application. Seller is not responsible under this warranty for a condition caused after the applicable transfer point by misuse, improper storage, unauthorized modification or failure to follow applicable instructions, except to the extent Seller caused the condition or accepted a contrary obligation. A latent nonconformity existing at delivery is not excluded merely because it becomes apparent later.

TO THE EXTENT PERMITTED BY LAW, AND EXCEPT FOR SELLER'S EXPRESS WARRANTIES AND OBLIGATIONS UNDER A CONTROLLING AGREEMENT, SELLER DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER DOES NOT ELIMINATE RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED.

Remedies and Liability

For a substantiated breach of Seller's express product warranty, Seller will, at its option and within a reasonable time, repair or replace the affected goods or refund the purchase price paid for them. For a substantiated breach of Seller's express service obligation, Seller will, at its option and within a reasonable time, reperform the affected service or refund the amount paid for that service. Seller will bear reasonable, authorized return and replacement freight attributable to its substantiated breach.

Subject to the exceptions below, these remedies are exclusive for breach of those express warranties. If an exclusive remedy fails of its essential purpose, Customer retains the remedies required by applicable law.

Subject to the same exceptions, neither party is liable to the other for consequential, special, incidental or punitive damages arising from the transaction, including lost profits, lost production or business interruption. Seller's aggregate liability arising from the affected goods or services will not exceed the total price paid or payable under the order for the affected goods and associated services. Related claims arising from the same underlying event are aggregated under that limit. A service included without a separate charge is associated with the goods order it supports; it is not assigned a zero liability limit solely because it lacks a separate price. Amounts required to perform the express remedies above, including authorized freight, are not reduced by this cap.

The exclusive-remedy provision, damages exclusions and liability cap do not apply to fraud, willful misconduct or gross negligence; bodily injury, death or tangible property damage to the extent caused by the responsible party; liabilities that cannot lawfully be excluded or limited; or an indemnity or other allocation expressly preserved in a controlling agreement. They do not limit Customer's obligation to pay properly due amounts or waive independent rights of a third party. A controlling agreement prevails over a conflicting limitation in this section.

Customer Indemnity for Third-Party Claims

To the extent permitted by law, Customer will indemnify and hold harmless Seller and its officers, directors and employees against third-party claims and resulting judgments, settlements approved under this section, and reasonable attorneys’ fees and defense costs, but only to the extent caused by Customer’s or its employees’ or agents’ negligent or wrongful: (a) misuse, storage, handling or disposal of the goods contrary to applicable law or supplied safety instructions; (b) modification of the goods not authorized by Seller or the manufacturer; or (c) product representations or warranties made by Customer beyond Seller’s supplied or authorized product information. This obligation also applies, to the same extent, to third-party claims caused by Customer’s material breach of its express obligations under Product Selection and Safety, Chemicals and Hazardous Materials or Trade Compliance.

Customer does not indemnify or defend anyone for the portion caused by the negligence, wrongful conduct, breach of contract or legal violation of Seller, another protected party, or a person under Seller’s control or supervision other than Customer or Customer’s personnel, or a product defect or nonconformity not caused by Customer’s covered conduct. A claim involving both Customer and Seller does not make Customer responsible for the entire claim.

Seller will promptly give Customer written notice and reasonably available claim information. Delay in notice reduces Customer’s obligation only to the extent it materially prejudices the defense. Customer will promptly defend the covered portion through qualified counsel reasonably acceptable to Seller. Seller will reasonably cooperate at Customer’s expense and may participate through its own counsel at its own expense, except where a conflict of interest requires separate counsel for a covered matter or Customer fails to provide an owed defense after notice and a reasonable opportunity to act. In those cases, reasonable defense costs remain recoverable only to the covered extent. Defense work and costs involving covered and excluded matters will be reasonably allocated; Customer is not required to fund Seller’s excluded share. Any interim allocation is subject to adjustment by agreement or final adjudication.

Neither party may bind the other to a settlement without its written consent, not unreasonably withheld. Customer may not settle a claim without Seller’s express written consent if it admits wrongdoing by a protected party, imposes a nonmonetary obligation on that party, or fails to give that party a complete release.

This section concerns third-party claims, not ordinary disputes between Customer and Seller about the order. The exclusive warranty remedies and mutual damages exclusions in Remedies and Liability do not eliminate covered third-party amounts or defense costs under this section; Seller’s liability cap does not cap Customer’s obligations. A controlling agreement prevails. No indemnity or defense is required to the extent prohibited by applicable construction, oilfield, transportation or other anti-indemnity law. This section does not transfer Seller’s own legal duties or permit duplicate recovery.

Trade Compliance

Each party will comply with export, reexport, import, sanctions and other trade restrictions applicable to its role. Customer will provide accurate destination, consignee, intended-use and end-user information reasonably requested for the transaction and will not divert goods contrary to applicable law. Use of a domestic intermediary does not remove applicable restrictions.

Each party is responsible for licenses, authorizations and filings applicable to the functions it performs, unless the parties expressly allocate a permitted responsibility differently in writing. Seller may decline or suspend affected performance when required information is unavailable or performance would be unlawful, and will notify Customer where legally permitted. Payment, cancellation and disposition of affected goods remain subject to the controlling agreement and applicable law. This section does not create a blanket Customer indemnity or transfer Seller's own legal obligations.

Service Boundary

Inventory management, onsite work, installation, calibration or other services are included only within the accepted service scope. For agreed VMI, replenishment or shelf-stocking services, that scope identifies the sites, covered products and stocking locations, counting and replenishment responsibilities, ordering authority, replenishment basis and visit frequency, required Customer usage and inventory information, pricing basis and escalation contacts. Forecasts and inventory targets are planning tools, not stockout, uninterrupted-availability or continuous-monitoring guarantees unless expressly agreed in writing.

Seller will perform its agreed stocking and onsite work with reasonable care and follow applicable manufacturer labeling, safety data sheets, handling and storage instructions and the agreed site-safety requirements. Customer will provide safe, authorized access and designated storage areas and shelving suitable for the agreed products, communicate relevant site hazards and access restrictions, and provide accurate and timely usage and inventory information reasonably required for the agreed service. Seller may stop the affected work when access, shelving or placement conditions are unsafe or unsuitable and will promptly notify Customer so the condition can be addressed. Each party retains its own legal safety obligations.

Ownership, consignment, title and risk of loss, inventory counting and reconciliation, shrinkage, expiry and stock rotation, emergency replenishment and end-of-program stock disposition are governed by the applicable accepted order or service arrangement. VMI or shelf stocking alone does not establish a consignment arrangement, shift ownership or risk, or require either party to purchase remaining stock. Inventory discrepancies, material changes in usage and critical shortages will be reported through the agreed escalation process.

A product sale alone does not create an obligation to install or calibrate products or manage Customer's safety program. Nothing in this section excuses Seller's failure to perform its agreed work with reasonable care or either party's own negligence or willful misconduct.