Femto Scientific – Terms and Conditions

These Terms and Conditions (“Terms”) apply to all on-site and laboratory calibrations, repairs, and services (“Services”) provided by Femto Scientific (“Company”) to its clients (“Client”) across multiple U.S. states. By requesting, scheduling, or using our Services, the Client acknowledges and agrees to these Terms in full. Any participation in our Services constitutes acceptance of this agreement.

Written Modifications Only: Any deviation or exception to these Terms must be agreed upon in a written instrument signed by both the Company and the Client prior to service commencement. In the absence of such written agreement, these Terms shall prevail over any Client-issued purchase order or other terms.

Accreditation and Quality Standards

Femto Scientific maintains all required ISO 17025 Accreditations and retains calibration and service records in alignment with ISO 17025 record-keeping best practices. Our procedures ensure traceability of measurements to national or international standards (e.g., NIST), or a natural physical constant.We perform all services with scientific diligence and care; however, no guarantee is made that an item will meet any particular use or result beyond the service itself.

For in-scope instruments, Femto Service Levels will indicate if an ISO/IEC 17025 Accredited Certificate will be provided, and will include relevant measurement uncertainties when requested, as required by the standard. Unless specified, calibration services are not ISO/IEC 17025 Accredited.

Calibrations outside our accredited scope, or services requested beyond our capability, will be identified to the Client in advance. In such cases, the Company may, with Client approval, subcontract the work to a suitably qualified provider. Any subcontracted calibration or repair will be communicated to the Client, and those services will carry warranties or guarantees only as provided by the subcontractor or manufacturer.

Client Responsibilities and Site Requirements

The Client shall cooperate to facilitate efficient and safe service. Key Client responsibilities include, but are not limited to:

Access and Safety: Providing the Company’s technicians with timely access to the Client’s facility and the equipment to be serviced, including any necessary badges, escorts, or special permissions. Access must be during normal business hours or as otherwise agreed. The Client must ensure a safe and hazard-free environment, and shall inform the Company of all relevant safety protocols, site-specific hazards, and plant regulations. Femto Scientific personnel will observe all posted safety rules and reasonable instructions while on-site. If our personnel bring specialized equipment (standards, tools, etc.) on-site, the Client is responsible for safeguarding such property while it is at the Client’s facility. Any loss of or damage to Company property due to Client’s acts or environment, including damage caused by Client’s staff, representatives or any third party who is granted access to the premises by Client, may be charged to the Client.

Equipment Readiness: Ensuring that all equipment scheduled for calibration or service is out of production, made available, and is in proper operating condition at the scheduled time. The Client is responsible for removing any objects or attachments that are not required for calibration and for providing any special adapters, utilities (e.g. power, water, gas), software, passwords, or manuals necessary to access and calibrate the equipment. If an item requires specific operating software or configurations, the Client should have those ready or restored prior to calibration. Femto Scientific will not be responsible for returning instruments to a specific user-defined setup or configuration after calibration (all adjustments will be made per standard procedures).

Cleanliness and Decontamination: Prior to service, the Client must clean and decontaminate all instruments to be serviced. The Client represents and warrants that any equipment provided to Femto Scientific is free of hazardous substances, biological or chemical contamination, and is safe to handle in accordance with applicable state and federal health and transportation regulations

Safety Data Sheets (SDS) or written disclosure must accompany any instrument that has been exposed to hazardous materials, detailing the nature of the hazard and handling instructions. Femto Scientific reserves the right to refuse service on any equipment that, upon inspection, is deemed unsafe or contaminated. If additional cleaning is required to render the instrument serviceable, the Client may be charged a cleaning fee at prevailing rates.

Information and Special Requirements: The Client must notify Femto Scientific in writing, in advance of service, of any specific calibration requirements, test points, tolerances, or methods that differ from standard procedures. This includes any required decision rules for pass/fail criteria or unique reporting needs. Additional charges may apply for custom requirements or if extensive extra work is needed to meet such specifications. In the absence of special instructions, Femto Scientific will perform calibration using standard points and tolerances as per manufacturer specifications or in accordance with our accredited procedures.

Equipment Condition: It is understood that calibration or repair service does not itself guarantee the ongoing performance or safety of an item in use. The Client is responsible for ensuring each item, after service, is in suitable condition for its intended operational use and within the context of the Client’s own quality system and procedures. If an item’s condition (e.g. age, wear, inherent design issues) prevents proper calibration or introduces uncertainty, Femto Scientific will inform the Client. The Company is not liable for any determination of fitness for a particular purpose; that decision and responsibility lie with the Client.

Removal of Peripherals: Unless expressly agreed in writing, Femto Scientific’s service does not include restoring user settings or recalibrating peripheral attachments not part of the original scope. The Client should back up any data and remove any sensitive or proprietary materials from equipment before service. Femto Scientific will handle customer equipment with care, but is not responsible for loss of data or user settings as a result of standard calibration processes.

If the Client fails to meet the above responsibilities, resulting in delay or inability for Femto Scientific to perform the scheduled work, the Company reserves the right to charge for any incurred travel or waiting time, and/or to reschedule the service at the Client’s expense. Equipment that cannot be calibrated due to condition issues, lack of accessories, or Client’s lack of preparedness may incur a service charge or return shipping fee.

Scheduling, Cancellation, and Rescheduling

Femto Scientific will work with the Client to schedule services at mutually convenient times. Lead Times: For non-emergency on-site services, advance notice is typically required to secure a slot. Emergency or rush on-site service requests will be accommodated when possible, but may incur expedite fees (for example, 50% surcharge for expedited scheduling) and are subject to availability of technicians.

Cancellation by Client: If the Client needs to cancel or reschedule a service, the Client should provide at least five (5) business days’ notice prior to the scheduled date. Cancellations or postponements with short notice can cause significant scheduling and travel costs. Thus:

• For cancellations made less than 48 hours before an on-site appointment, the Company reserves the right to charge a cancellation fee equivalent to the minimum service charge or any non-recoverable costs (e.g., travel expenses) incurred in preparation for the visit. If our technician has already dispatched or arrived on-site, and the service cannot be completed due to a Client-driven cancellation or lack of equipment readiness, the Client will be billed for the technician’s time, travel, and any expenses incurred.
•  If the Client cancels a work order after service has commenced but before completion, the Client is responsible for all labor, materials, and expenses up to the point of cancellation. The equipment will be returned in the condition resulting from the work performed up to cancellation (which may be partially disassembled or out-of-calibration).
• For in-lab calibration orders, if a Client cancels after shipping equipment to Femto Scientific, the Client will be charged for any work already completed and for return shipping.

Scheduling Changes by Company: In rare cases, Femto Scientific may need to reschedule a service due to unforeseen circumstances (e.g., technician illness, equipment failure, or other emergencies). The Company will notify the Client as soon as possible and will work to reschedule at a mutually agreeable time. Such a change by the Company will not incur any charges to the Client, and the Company is not liable for any costs or damages arising from the delay, provided the service is rescheduled within a reasonable timeframe.

Pricing and Payment Terms

All service quotes and pricing provided by Femto Scientific are in U.S. Dollars and are generally valid for 30 days from the quote date unless otherwise stated. Pricing may be based on standard rate sheets or specific project scope. The Company reserves the right to correct errors in quotations or invoices (e.g. typographical or calculation errors) and to update its standard rates periodically. However, no price changes will affect a service already quoted and accepted within the validity period, except by mutual agreement.

Taxes and Fees: Quoted prices do not include applicable taxes (sales, use, or similar) or government-imposed fees, which will be added to invoices where required by law. If the Client claims a tax-exempt status, valid exemption documentation must be provided prior to billing. Any shipping or handling charges, if applicable (such as for return of equipment calibrated in our lab), will be added to the invoice as separate line items.

Payment Terms: Invoices are due and payable Net 30 days from the invoice date, subject to approved credit. Femto Scientific may require new Clients or large orders to pay a deposit or to pre-pay in full, at our discretion, especially if creditworthiness cannot be established. Acceptable payment methods include company check, ACH/electronic transfer, or major credit card. (Credit card payments may incur a convenience fee of up to 3% for processing, if applicable.)

Invoices not paid within the stated terms are considered past due. Past due balances may incur a finance charge of 1.5% of the unpaid amount for each 30-day period (or portion thereof) beyond the due date. Alternatively, the Company may impose the maximum late fee permitted by applicable law if it differs. The Client is also responsible for all reasonable costs of collection on past due amounts, including attorneys’ fees and court costs.

Suspension of Service: If the Client’s account is overdue or the Client has failed to pay for prior services, Femto Scientific reserves the right to suspend ongoing services and/or withhold deliverables. This includes the right to withhold calibration certificates or delay the return of calibrated equipment until payment is received in full. Equipment held by the Company due to non-payment beyond 30 days after service completion may incur reasonable storage fees. Femto Scientific further retains the right to invalidate any issued calibration certificates for work that remains unpaid beyond 30 days.

Client Purchase Orders: If the Client issues a purchase order or other document for the Services, any terms and conditions on such document are for the Client’s internal purposes only. Unless expressly agreed in writing by an officer of Femto Scientific, any Client-proposed terms (e.g., liability terms, penalties, etc.) are rejected and have no effect, and only these Terms (and any written modifications per the Scope and Acceptance section above) shall govern the Services.

Data Privacy and Confidentiality

Client Data and Privacy Policy: In the course of providing Services, Femto Scientific may collect or be provided with certain Client personal information (such as contact details) and technical data (such as equipment identification, calibration results, and service history). The Client’s data will be used solely for the purposes of providing the Services, improving our offerings, maintaining service records, and as otherwise required to operate our business or comply with the law. We maintain a privacy policy that details how personal information is collected, used, stored, and shared.

Confidential Information: Both parties agree to treat as confidential any non-public information obtained from the other in the course of the Services, including but not limited to business information, technical data, and calibration results. Femto Scientific will not disclose the Client’s calibration results, certificates, or other confidential information to any third party without the Client’s consent, except as required to fulfill the Services or as required by law or accreditation authorities. For example, our accreditation body or auditors may review service records as part of oversight, and the Client hereby acknowledges that such disclosures may occur. In all cases, Femto Scientific will limit disclosures to the minimum necessary and ensure that recipients (e.g., subcontractors or auditors) are bound to confidentiality. This confidentiality obligation does not apply to information that is publicly available without breach of these Terms, already in the Company’s possession lawfully, or obtained independently by the Company from a third party.

By engaging Femto Scientific, the Client also consents to the Company’s use of the Client’s name and logo in its client lists or marketing materials as an indication of factual experience (for example, listing the Client as a customer of Femto Scientific), unless the Client specifically requests in writing that we refrain from such use. Any testimonials or feedback provided by the Client may be used by the Company for marketing purposes with permission, and the Company may edit such feedback for clarity or brevity while maintaining the original sentiment. (Note: If the Client prefers to opt out of any public reference, they may notify Femto Scientific at any time.)

Limited Warranty and Service Guarantee

Femto Scientific stands behind the quality of its work. We offer the following limited warranty on our Services:

• Calibration Services Warranty: If an instrument calibrated by Femto Scientific is found to be out-of-tolerance within thirty (30) days after the date of service due to a deficiency in our calibration process, we will, at our option, re-calibrate the instrument at no additional charge or issue a credit for the original calibration fee. This warranty covers issues such as mistakes in our workmanship, use of out-of-tolerance reference standards, or other errors under our control. The Client must notify us in writing within this 30-day period and provide evidence of the out-of-tolerance condition. We may require that the instrument be returned to our facility for evaluation (an RMA will be provided). If the out-of-tolerance condition is verified to result from our calibration process, we will perform the re-calibration and ship the item back to the Client at our expense.
  • Measurement Drift: This calibration warranty does not guarantee that the instrument will remain in tolerance for any specific period beyond the service date. Many factors (e.g. frequency of use, environmental conditions, inherent instrument stability) can cause a calibrated instrument to drift out of tolerance at any time after service. The Client is responsible for establishing appropriate re-calibration intervals and maintenance practices.
  • Warranty Exclusions (Service Misuse): Certain actions or conditions will void the above calibration warranty. These include, but are not limited to: improper or abusive use of the instrument after service, physical damage, tampering or further adjustment by unqualified parties, exposure to environmental conditions outside the instrument’s specifications, or failure to maintain the instrument as recommended. Normal wear-and-tear and consumable parts (e.g. batteries, fuses, bulbs) are not covered by the calibration service warranty.
• Repair Services Warranty: If Femto Scientific performs a repair or adjustment on an instrument (outside of routine calibration) and replaces parts, we warrant that the specific repair work performed is free from defects in workmanship for ninety (90) days from the date of service. If the same issue reoccurs within that period, we will, at our discretion, repair it again at no charge. This warranty on repairs is limited to the components and issues that were addressed in the initial repair. It does not cover failures of other components or new problems that were not part of the original repair scope. For example, if we replace a circuit board and later a different board fails, the new failure is not covered. Likewise, any misuse or external damage occurring after the repair will void this repair warranty.
  • Any parts installed by Femto Scientific during a repair are provided as is from the original equipment manufacturer (OEM) or supplier. We do not independently warrant new parts beyond any warranty that the OEM provides. Any claim for defective parts will, to the extent possible, be facilitated with the OEM under their warranty policy, but Femto Scientific makes no guarantee beyond the OEM’s terms.
• Third-Party Services: If any portion of the Services is performed by a third-party provider (e.g., an outsourced calibration or specialized repair), that provider’s own warranty terms will apply to their work. Femto Scientific will assist the Client in making any valid warranty claim to such third-party, but we do not directly warrant third-party services.

Exclusive Remedy: The remedies stated in this section (“Limited Warranty and Service Guarantee”) are the Client’s exclusive remedies for any failure of Femto Scientific to execute the Services competently or in accordance with these Terms. Except as expressly stated in this section, Services are provided on an “AS IS” basis without any other warranties. No Additional Warranties: To the maximum extent permitted by law, Femto Scientific disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information given by the Company or its agents or employees will create any other warranty or guarantee not expressly stated in these Terms. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to the Client to the extent prohibited by law.

Liability Limitations

Limitation of Liability: In no event shall either party be liable to the other for any special, indirect, incidental, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, loss of data, or business interruption, arising out of or related to the Services or these Terms, even if advised of the possibility of such damages. This exclusion applies to any and all causes of action, whether in contract, tort (including negligence), strict liability, or any other legal theory.

Furthermore, Femto Scientific’s total cumulative liability to the Client for any and all claims arising from or related to a service order or these Terms shall not exceed the total amount of fees actually paid by the Client for the specific Services giving rise to the claim. For example, the Company’s liability for an error in calibrating a particular instrument is capped at the fee paid for that instrument’s calibration service. This limitation of liability is cumulative and not per-incident; multiple claims will not expand the cap.

These limitations and exclusions of liability shall apply to the fullest extent permitted by applicable law. Nothing in these Terms is intended to limit or exclude the Company’s liability for its own willful misconduct or gross negligence to the extent such limitation is not permitted by law, nor to exclude any mandatory statutory remedies that the Client may be entitled to. However, any required liability on the Company’s part for such exceptional circumstances will be limited to the minimum scope and amount the law allows. The Client acknowledges that the pricing of Services reflects the allocation of risk and the limitation of liability specified herein.

Use of Calibrated Equipment: Femto Scientific shall not be liable for any damages, injuries, or losses arising from the use or misuse of any equipment after service. The Client assumes all responsibility and risk for the handling, operation, and use of equipment following calibration or repair. The Client agrees that it will use each instrument in accordance with manufacturer guidelines and within its rated specifications. The Company is not liable for equipment that is utilized by any party other than the Client or in any manner not intended as per its design.

If any third party brings a claim against Femto Scientific as a result of the Client’s use of the serviced equipment (for example, a claim of injury or property damage allegedly caused by a calibrated instrument), the Client’s indemnification obligations in the section below shall apply.

Indemnification

The Client agrees to indemnify, defend, and hold harmless Femto Scientific, its affiliates, and their respective officers, employees, and agents, from and against any third-party claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Client’s negligence or willful misconduct, (b) the Client’s breach of any provision of these Terms or of any agreement with Femto Scientific, or (c) any injury, death, or property damage caused by the Client’s equipment or the Client’s use of any equipment serviced by Femto Scientific.

This indemnification obligation means that if a third party (including the Client’s own employees or customers) makes a claim against Femto Scientific for something that was the result of the Client’s actions, omissions, or use of the equipment, the Client will reimburse Femto Scientific for any costs or damages that result, including legal fees. The Company will promptly notify the Client of any such claim and allow the Client to assume the defense of the claim. Femto Scientific may participate in the defense with counsel of its choice at its own expense. The Client shall not settle any claim that imposes any liability or admission of fault on the Company without Femto Scientific’s prior written consent.

(Femto Scientific’s liability to the Client for claims arising from the Company’s own negligence or breach is limited as provided in the Liability Limitations section above and otherwise by these Terms.)

Non-Solicitation of Personnel

The Client acknowledges that Femto Scientific has invested considerable resources in training its personnel. Accordingly, the Client agrees that during the term of any Service engagement and for a period of one (1) year after the later of the completion of Services or the last date of any Services provided to the Client, the Client will not directly or indirectly solicit, hire, employ, or engage (as an employee, contractor, or consultant) any person who is or was an employee or subcontractor of Femto Scientific and who was involved in providing Services to the Client. This restriction is agreed to be reasonable for the protection of the Company’s business. If the Client wishes to hire a Femto Scientific employee, the Client must obtain prior written consent from Femto Scientific.

As a condition of this Non-Solicitation clause, if the Client violates this provision and hires or engages a Femto Scientific employee without consent, the Client agrees to pay liquidated damages to Femto Scientific in an amount equal to 250% of the employee’s annual compensation at the time of their departure from the Company. The parties agree that this liquidated damages amount is a fair and reasonable estimate of the costs to Femto Scientific from the loss of its trained personnel and is not a penalty. This payment will be due within 30 days of the employee’s start date with the Client or its affiliate. Femto Scientific’s right to enforce this clause is in addition to any other rights or remedies it may have in law or equity.

This Non-Solicitation clause does not restrict the Client from hiring any individual who responds to a general public employment advertisement or who was terminated by Femto Scientific prior to any discussions with the Client.

Parts and Replacement Items and Warranty Disclaimer

For clarity, any parts, materials, or products provided or sold by Femto Scientific to the Client (for example, replacement parts installed during a repair, or any equipment sold as part of service) are subject to the following terms:

• Such parts or products may carry a manufacturer’s warranty. Femto Scientific will pass through or assign to the Client any transferable manufacturer or supplier warranties for which the Client is eligible, to the extent permitted. However, Femto Scientific does not itself warrant any third-party parts or products beyond performing the installation or service correctly. The Company expressly disclaims any implied warranties or conditions with respect to parts or goods supplied, including any implied warranties of merchantability or fitness for purpose, except to the extent that such disclaimers are prohibited by law. The Client’s remedy for any defective part shall be limited to any warranty provided by the original manufacturer or supplier, and Femto Scientific can assist in facilitating a claim under that warranty as needed.
• Any used, refurbished, or consumable parts provided by Femto Scientific at the Client’s request are provided on an “as-is” basis without warranty, except as may be explicitly agreed in writing. Consumables and wear items (like seals, filters, bulbs, etc.) by their nature have limited lifespans and are not guaranteed by the Company.
• Femto Scientific will not be responsible for any downtime, loss, or damage caused by a defective part, beyond the cost of supplying a replacement or issuing a refund for the price of the part, at our option. This limitation is consistent with the Liability Limitations section above.

The services provided by Femto Scientific (calibration, inspection, repair, etc.) do not constitute a warranty of the equipment’s overall performance. Other than the specific service warranty provided in Limited Warranty and Service Guarantee above, no guarantee is given that the equipment will remain fit for any particular use, and any extended or additional warranties can only be provided via a separate written maintenance or service agreement, if applicable.

Scope Changes and Additional Services

During the performance of Services, it may become apparent that additional work or different scope is required (for example, additional quantity of instruments or different instrument types[single channel pipette, multichannel channel pipette, needing service). The Client authorizes any scope changes and any changes to the scope of work, may result in adjustments, additions, and deductions, to the quantities and total fees.

If a calibration reveals that an instrument is out-of-tolerance and adjustment is possible, Femto Scientific will perform the adjustment if it’s within our capabilities and include it as part of the service (additional charges may apply for parts, significant repair or adjustment labor). A post-adjustment verification (repeat calibration) will be conducted to ensure accuracy after adjustment. If an instrument cannot be adjusted into tolerance (due to its condition or design), Femto will advise on potential next steps (such as repair or manufacturer service).

The Company will not proceed with out-of-scope repair work that exceeds the approval amount without Client approval, except in emergency situations where immediate action is needed to prevent harm or damage (in which case the Company will limit actions to those necessary for safety and will notify the Client as soon as possible).

Subcontracted Services
When Femto Scientific is engaged to perform calibration or related services as a subcontractor—whether onsite at an end-client’s facility on behalf of a prime contractor or via laboratory-based mail-in services for end-client, all applicable Terms and Conditions set forth herein shall extend to and be binding upon both the prime contractor and the end-client, to the extent relevant. Femto Scientific shall not be liable for any obligations outside the scope of its direct engagement, and its performance shall be limited to the services expressly authorized and agreed upon. Unless otherwise agreed in writing, Femto Scientific shall publish all quality and service documentation (e.g. calibration certificates, service reports) exclusively to the end-client.

New Equipment Sales

New Equipment Sales applies to all equipment purchases from Femto Scientific, including but not limited to new equipment purchases, replacement units for damaged items, and replacement of units that failed calibration.

Quotation and Approval: All equipment sales are contingent upon the Client’s written acceptance of a formal quote provided by Femto Scientific. No order shall be processed or fulfilled without the Client’s prior written approval of the quoted pricing and terms.

Calibration Requests and Shipping: Unless the Client explicitly requests in writing that Femto Scientific perform calibration on the equipment, all purchased equipment shall be shipped directly from the manufacturer or distributor to the Client. If calibration by Femto Scientific is expressly requested in writing, the equipment shall first be shipped to Femto Scientific’s facility for calibration before final delivery to the Client or service will be scheduled for calibration with the Client.

New Equipment Warranty Disclaimer and OEM Warranty Pass-Through: Femto Scientific makes no warranty, express or implied, regarding any equipment sold. Any warranty for the equipment is provided solely by the original equipment manufacturer (OEM) or distributor. To the extent any OEM or distributor warranty applies to the purchased equipment, Femto Scientific shall pass through to the Client the benefits of such warranty, but Femto Scientific itself offers no additional equipment warranty.

Lead Times for Non-Stock Items: For any equipment that is not in Femto Scientific’s inventory, the lead time for delivery is determined by the equipment’s manufacturer or distributor. Femto Scientific has no control over such lead times and shall not be liable for any delays or changes in delivery schedules for non-stock items.

Governing Law and Dispute Resolution

These Terms and any disputes arising from services provided by Femto Scientific shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law principles. The parties agree that any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in the State of New Jersey, and the Client hereby consents to the jurisdiction and venue of such courts. Notwithstanding the foregoing, Femto Scientific reserves the right to seek injunctive or equitable relief in any jurisdiction to protect its intellectual property or confidential information.

Multi-Jurisdiction Compliance: Femto Scientific operates in multiple jurisdictions and endeavors to comply with all applicable laws and regulations in the places we do business. If any provision of these Terms is in conflict with the law of any jurisdiction that has authority over the Services, such provision shall be deemed modified or, if necessary, severed from these Terms to the minimum extent necessary to comply with such law, and all other provisions shall remain in full force and effect. Any rights or obligations provided in these Terms that are broader than permitted by applicable law (such as certain warranty disclaimers or liability limitations) shall be construed to be limited to the maximum scope permitted by law.

Before resorting to litigation, the parties agree to attempt in good faith to resolve any dispute arising under these Terms through negotiation between senior executives. If a dispute cannot be resolved amicably, the parties may consider mediation or arbitration by mutual agreement, but neither party is obligated to arbitrate disputes under these Terms unless a separate arbitration agreement is made.

Miscellaneous Provisions

Entire Agreement: These Terms, together with any duly executed service proposal, quote, or statement of work provided by Femto Scientific and referencing these Terms, constitute the entire agreement between Femto Scientific and the Client regarding the Services. They supersede all prior or contemporaneous communications, understandings, or agreements (whether written or oral) relating to the subject matter. The Client acknowledges that no reliance is placed on any representation not expressly contained in these Terms.

Amendments: No modification or amendment to these Terms will be binding unless in writing and signed by an authorized representative of Femto Scientific. Email approval or click-through acceptance may constitute binding written consent for modifications if expressly provided by the Company.

Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect as if such invalid or unenforceable part were omitted.

Waiver: No waiver of any breach or default by either party shall be deemed a waiver of any preceding or subsequent breach or default. A failure or delay by either party to enforce any right or provision under these Terms shall not constitute a waiver of that provision or any other provision.

Assignment: The Client may not assign or transfer any rights or obligations under these Terms or any Service order to a third party without the prior written consent of Femto Scientific. Any attempted assignment without consent will be null and void. Femto Scientific may assign or subcontract its obligations to affiliates or qualified third parties (such as subcontracting a calibration to an accredited partner lab), provided that Femto Scientific remains responsible to the Client for the performance of the Services as per these Terms.

No Third-Party Beneficiaries: These Terms are for the benefit of the parties signatory and not for any other person or entity. No third party shall have any rights to enforce any term of this agreement, except as expressly provided (for example, indemnified parties under the Indemnification section).

Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations (except payment obligations) due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions or orders, war, terrorism, civil unrest, labor strikes, supply chain interruptions, or power/utilities failures. In the event of such a force majeure event, the affected party will give prompt notice to the other and will be excused from performance for the duration of the event. The parties will cooperate to resume performance as soon as practicable or, if performance is impossible or impracticable, either party may terminate the affected Services without liability beyond a refund of any prepaid fees for unperformed Services.

Notices: Any official notices or communications under these Terms should be given in writing and delivered to the respective party’s address (or email) as set forth in the most recent service order or as otherwise designated. Notices will be deemed given: if by hand or courier, upon delivery; if by certified mail, on the date of receipt as confirmed by postal records; or if by email, upon transmission provided no bounce-back or error is received and a copy is also sent by another method.

Femto Scientific reserves the right to modify or update these Terms in the future for new engagements, in response to changes in law or business circumstances. However, the Terms in effect at the time of a Client’s service order will govern that order. Any significant changes to the Terms (for online posted Terms) will be communicated via our website or other means, and continued use of our Services after such changes constitutes acceptance of the updated Terms for new services.

By accepting a quote, issuing a purchase order, providing credit card details, issuing a check, or allowing Femto Scientific to commence Services, the Client confirms acceptance of these Terms and Conditions. These Terms may be printed on or attached to service agreements, quotes, or order confirmations and are also available on the Femto Scientific website for reference. The Client is encouraged to carefully review these Terms and contact Femto Scientific with any questions or clarifications prior to engaging our Services. Continuing with the Services constitutes acknowledgment that the Client has read, understood, and agreed to these Terms in their entirety.