Terms of Service

Agreement to Terms

These Terms of Service constitute a legally binding agreement between you and Soft Tech Serv concerning your access to and use of our website and calibration services.

By accessing our website or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access the website or use our services. For specific questions about our services or terms, please contact us directly.

Our Services

Soft Tech Serv provides calibration services for various types of laboratory equipment. Select services are performed under ISO 17025 accreditation to the extent specified in our current scope of accreditation, which is subject to change.

Services may include, but are not limited to, calibration of pipettes, balances, temperature equipment, and other laboratory instruments. Not all services or equipment types are within our accredited scope. We may perform services outside our accredited scope at our discretion.

We utilize methodologies and practices informed by various industry standards and guidelines. Customer is responsible for verifying that requested services fall within our accredited scope if accreditation is required for customer's purposes. For specific service details, timeframes, or pricing, please contact us directly.

Pricing and Payment

Any pricing information provided is a non-binding estimate only, subject to change or withdrawal at any time without notice. Estimates are based on limited information and actual pricing will be determined after full inspection and assessment.

We reserve the right to refuse service or modify pricing at any time, including after work has commenced. Payment terms will be determined on a case-by-case basis. We may, at our sole discretion, extend credit to established accounts subject to our credit policies.

All unpaid balances incur interest at the maximum rate permitted by law. We retain a contractual and possessory security interest in all customer equipment in our possession as collateral for payment. We may retain, store, sell, or dispose of equipment at our discretion if payment is not received, and customer shall remain liable for all fees plus collection costs and attorney fees.

For specific payment terms and options, please contact us directly.

Service Terms and Conditions

Equipment Handling and Risk of Loss

Customer assumes all risk of loss, damage, theft, or destruction of equipment from the time it leaves customer's control until customer regains physical possession. This includes all periods of shipment, handling, storage, calibration, testing, and transit. We expressly disclaim any duty of care or bailment obligations regarding customer equipment.

Customer is solely responsible for obtaining adequate insurance coverage for equipment value plus consequential losses. We may refuse to accept equipment we deem inadequately packaged or insured.

To the maximum extent permitted by law, our liability for equipment damage, loss, or theft, if any, shall be determined in our sole discretion. Customer waives claims beyond limits we may establish. We are not liable for any consequential damages including business interruption, lost profits, replacement costs, or rental equipment costs.

Customer warrants that all equipment is fully decontaminated and free from hazardous, toxic, infectious, radioactive, or otherwise dangerous materials. We may refuse service or charge for professional decontamination at our discretion. Customer is strictly liable for any injury, contamination, regulatory violations, or damages resulting from failure to properly decontaminate equipment.

Service Completion Timeframes

Service completion timeframes are highly variable and depend on numerous factors beyond our control, including but not limited to equipment condition, scope of required work, parts and standards availability, laboratory workload, staffing levels, equipment malfunctions, technical complications, and regulatory requirements.

We make no representations, promises, or commitments regarding service completion timing. Any timeframe estimates provided are non-binding approximations only and may not be relied upon for any purpose. Actual service times may be substantially longer than estimated. We reserve the right to delay service indefinitely without liability.

Expedited service may be available at our sole discretion for additional fees, but expedited status does not guarantee completion within any specific timeframe. For current service timeframe information, please contact us directly.

Calibration Documentation

Services may include calibration documentation, which may reference industry standards to the extent applicable to specific services. Documentation format, content, and delivery method are determined by us in our sole discretion and may change without notice.

Documentation is provided as is without warranties. Customer is solely responsible for determining whether documentation meets customer's regulatory or operational requirements. We are not liable for regulatory consequences resulting from use of or reliance on documentation.

Cancellations and Equipment Retrieval

Customer may not cancel once an order is placed. If customer attempts to cancel, customer shall be liable for all contracted fees, cancellation fees, any costs incurred, and lost opportunity costs. We may, in our sole discretion, permit cancellation subject to payment of cancellation fees we determine appropriate. No refunds will be issued under any circumstances.

Customer must retrieve equipment within a timeframe we specify. Storage fees accrue automatically if equipment is not retrieved promptly. Equipment not retrieved within a timeframe we determine is deemed abandoned and becomes our property to dispose, sell, or retain as we determine. Customer waives all ownership claims and remains liable for all accrued fees. For specific retrieval timeframes and storage fees, please contact us directly.

Disclaimers and Limitation of Liability

Disclaimer of All Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR SERVICES AND ALL RELATED DELIVERABLES, DOCUMENTATION, AND WORK PRODUCT ARE PROVIDED STRICTLY "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

WE EXPRESSLY DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE, WARRANTIES OF ACCURACY, RELIABILITY, QUALITY, COMPLETENESS, TIMELINESS, THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, AND WARRANTIES REGARDING REGULATORY COMPLIANCE OR SUITABILITY FOR ANY REGULATORY REQUIREMENTS.

NO ORAL OR WRITTEN INFORMATION OR ADVICE BY OUR EMPLOYEES, CONTRACTORS, OR AGENTS SHALL CREATE ANY WARRANTY. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATIONS EXCEPT AS EXPRESSLY SET FORTH IN A SEPARATE WRITTEN AGREEMENT SIGNED BY OUR CHIEF EXECUTIVE OFFICER.

Service Performance

If customer believes a service was performed incorrectly, customer must provide written notice with detailed technical documentation and objective evidence supporting the claim. Failure to provide timely notice constitutes acceptance of services and waiver of all claims.

We may, in our sole and absolute discretion, elect to re-perform services if we determine re-performance is warranted. Any decision to re-perform is at our sole option and does not constitute admission of fault. We reserve the right to charge for re-performance. Re-performance, if offered, shall be customer's sole and exclusive remedy.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHERWISE, ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, MISREPRESENTATION, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, WE SHALL NOT BE LIABLE FOR LOST PROFITS, REVENUE, SALES, BUSINESS OPPORTUNITIES, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, EQUIPMENT DAMAGE OR LOSS, COST OF SUBSTITUTE SERVICES, REGULATORY FINES OR COMPLIANCE COSTS, REPUTATIONAL HARM, CLAIMS BY THIRD PARTIES, DAMAGES ARISING FROM EQUIPMENT DEFECTS OR MALFUNCTIONS, OR DAMAGES ARISING FROM RELIANCE ON CALIBRATION RESULTS.

IF, NOTWITHSTANDING THESE LIMITATIONS, WE ARE FOUND LIABLE TO CUSTOMER, OUR AGGREGATE LIABILITY SHALL BE LIMITED TO THE MINIMUM EXTENT PERMITTED BY LAW. THESE LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

For specific questions regarding liability limits, please contact us directly.

Regulatory Compliance Disclaimer

CUSTOMER IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR DETERMINING WHETHER OUR SERVICES, DELIVERABLES, OR DOCUMENTATION MEET CUSTOMER'S REGULATORY REQUIREMENTS, QUALITY STANDARDS, OR OPERATIONAL NEEDS.

WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT OUR SERVICES COMPLY WITH OR SATISFY ANY REGULATORY REQUIREMENTS, ARE ADEQUATE FOR CUSTOMER'S REGULATORY ENVIRONMENT, WILL SATISFY REGULATORY INSPECTORS, WILL PREVENT REGULATORY FINDINGS, OR MEET ANY INDUSTRY STANDARDS APPLICABLE TO CUSTOMER'S OPERATIONS.

CUSTOMER MUST INDEPENDENTLY VERIFY REGULATORY COMPLIANCE AND SUITABILITY. References to regulatory standards are provided for informational purposes only and do not constitute warranties of compliance.

WE ARE NOT LIABLE FOR ANY REGULATORY CONSEQUENCES ARISING FROM USE OF OUR SERVICES. Customer agrees to indemnify us for any regulatory consequences, fines, or penalties.

Indemnification

You agree to indemnify, defend, and hold harmless Soft Tech Serv, its owners, officers, directors, employees, contractors, agents, successors, and assigns from any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees, expert fees, and litigation costs) arising from or related to your equipment, your breach of these Terms, your negligence or willful misconduct, any injury or property damage caused by your equipment, any regulatory violations related to your equipment or operations, and any claims by your employees, contractors, or third parties. This indemnification obligation survives termination of services.

Force Majeure

We shall not be liable for any delay or failure to perform due to causes beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, supply chain disruptions, equipment failures, utility outages, technology failures, government actions, regulations, pandemics, public health emergencies, or any other cause whether similar or dissimilar.

In the event of force majeure, we may, in our sole discretion, suspend performance indefinitely, terminate the agreement, increase fees, or modify service terms. Customer remains liable for all fees regardless of force majeure events. We have no obligation to provide substitute services or refunds.

Right to Refuse or Modify Services

We reserve the absolute right, in our sole and unfettered discretion, to refuse service to any person or entity for any reason or no reason, terminate services at any time even after commencement, refuse to return equipment, refuse to issue certificates, decline warranty claims, and modify service scope. We have no obligation to explain or justify any such decisions. In the event of service termination, customer remains liable for all fees incurred.

Class Action Waiver

CUSTOMER WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR CONSOLIDATED PROCEEDING AGAINST US. ALL DISPUTES MUST BE BROUGHT INDIVIDUALLY. CUSTOMER WAIVES ANY RIGHT TO ACT AS A CLASS REPRESENTATIVE OR PARTICIPATE AS A MEMBER OF A CLASS. THIS WAIVER SURVIVES TERMINATION.

Intellectual Property

All calibration methodologies, processes, data, certificates, reports, and work product generated in connection with our services are and remain our exclusive property. Customer receives a limited, non-exclusive, non-transferable license to use certificates solely for customer's internal use. Customer may not reproduce, share, or distribute certificates without our prior written consent.

We retain the right to use customer's name, logo, and information about services provided for marketing and promotional purposes without compensation or approval. By using our services, customer grants us an irrevocable, perpetual, worldwide license to use all customer data for any purpose.

No Third-Party Beneficiaries

These Terms are solely for the benefit of Soft Tech Serv and customer. No third party has any rights under these Terms. Customer's employees, contractors, affiliates, customers, regulators, or other third parties are not intended or incidental beneficiaries and have no standing to enforce these Terms or bring claims against us.

Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law principles. Exclusive venue for any dispute shall be in the state or federal courts located in San Diego County, California. Customer irrevocably consents to personal jurisdiction in California and waives any objections to venue or inconvenient forum.

Any disputes arising from these Terms or our services shall be resolved through binding arbitration in San Diego County, California under the Commercial Arbitration Rules of the American Arbitration Association. The prevailing party in any dispute shall be entitled to recover all attorney fees, expert witness fees, and costs.

CUSTOMER AND COMPANY WAIVE ANY RIGHT TO JURY TRIAL IN ANY PROCEEDING ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES.

Amendment of Terms

We may modify these Terms at any time, in our sole discretion, with or without notice. Modifications are effective immediately upon posting or such other date as we determine. Continued use, placing new orders, or having services in progress constitutes acceptance of all modifications. Modifications apply retroactively to all pending services and orders. We have no duty to notify customers of changes. Customer has an affirmative duty to review Terms before each service request.

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

Contact Information

If you have any questions about these Terms of Service, service specifics, timeframes, pricing, or any other matters, please contact us: