NUGGET SCIENTIFIC GENERAL TERMS AND CONDITIONS

1. APPLICABILITY

All purchased service contracts and other services provided by Nugget Scientific are provided with the knowledge that the client agrees to be bound by the terms outlined in this section. In the event of a conflict between these Terms and any terms imposed by the Customer, these Terms will take precedence. Nugget Scientific will only be bound by any deviation from these Terms if it was agreed upon by both parties in writing.

2. SERVICES

In line with these Terms, Nugget Scientific will provide clients with the services described below:

Maintenance Service Contract: Throughout the length of a Service Agreement, Nugget Scientific commits to provide maintenance service to keep the covered instrument(s) in good functioning order. Periodic preventative maintenance is included in the maintenance service, which is chosen by Nugget Scientific based on the instrument's individual demands. This preventive maintenance can be done at the same time as the corrective maintenance. Adjustments, lubrication, and replacement service parts are all included in the maintenance service, as determined by Nugget Scientific . Replacement parts are available in new or refurbished condition and are provided on an exchange basis; the replaced parts become Nugget Scientific’s property. Some replacement parts are included with additional costs as determined by Nugget Scientific.
Full Service Contract: Throughout the length of a Service Agreement, Nugget Scientific commits to provide maintenance service to keep the covered instrument(s) in good functioning order. In addition, Nugget Scientific will provide on-site repair for unforeseen instrument issues with a quick response time that will be determined by Nugget Scientific.
All Nugget Scientific Service contracts include priority dispatch to contracted customers with a targeted 24 hour dispatch time. Travel, labor and parts are included in costs if the instrument fault is not due to negligence or damages caused by user error. Two preventative maintenance services will be included per year. This maintenance service includes adjustments, calibration of the instrument, replacement of routine wear components, lubrication, and cleaning. One emergency repair call is included per year.
Nugget is not responsible for replacement parts due to negligence or damage caused by user error. Repairs performed for damage caused from negligence or user error damage will be invoiced following the repair service.
For instances where an instrument is purchased by a 3rd party, Nugget Scientific reserves the right to inspect the instrument before agreeing to a service contract. If upon inspection the instrument has been determined by Nugget Scientific to not meet acceptable conditions, all labor, parts, and other expenses related to repairs will be invoiced to the client for following the service to return the instrument to good working condition. Once the instrument is in good working condition it may be placed under a service contract.
For instances where a repair service has been requested there is no current service contract agreement in place, Nugget Scientific will inspect and estimate the required repairs needed for the instrument. After client approval and the repair service Nugget Scientific will invoice the client for all parts, labor, travel and other related expenses for the repair service.
For instances where a system is purchased through Nugget Scientific without the agreement to a service contract there is a 60 day warranty period immediately following the satisfactory system installation, confirmed by a Nugget Scientific field engineer. This warranty includes travel, labor, replacement components and any other costs related to repair to return the system to good working condition. This warranty does not cover damage or system malfunction due to customer negligence or damage caused by user error. Costs related to repair due to negligence or damage caused by user error will be invoiced following the repair service.
If either Party wishes to change the scope or alter the terms of service agreement they shall submit written details of the requested term changes to the other party. Nugget Scientific will present the other party with a written estimate that defines the changes to the services provided and any necessary changes to the fees for the service agreement. After receipt of the term changes estimate, parties may negotiate and mutually agree in writing on the new agreement.
Nugget Scientific may amend the services at any time without customer's agreement, as long as the changes do not adversely affect the nature or scope of the services, the prices, or any performance deadlines set forth in a service agreement.

3. RIGHT TO INSPECTION

Before any instrument is included under a Service Contract, Nugget Scientific has the right to inspect the instrument and may ask that the instrument(s) be returned to proper working standards at the Customer's expense.

4. PERFORMANCE DATES

Any performance deadlines requested in a purchase order or stipulated in a Service Agreement will be met by Nugget Scientific using reasonable efforts, but such dates are simply estimates.

5. PAYMENT TERMS

All Service invoices owed to Nugget Scientific must be paid in US dollars within 30 days from the date of receipt of Nugget Scientific’s invoice or in the case of shorter terms, as defined on the quotation. Clients may not withhold payment or partial payments as a result of a dispute with Nugget Scientific.

If the Client disputes an invoiced amount, the Client has the option of paying the dispute in full under protest to avoid the imposition of penalties and interest. If the disagreement is determined and settled in the Client’s favor, the Client is entitled to a refund of the disputed amount.

All payment under this Agreement shall bear interest from the fifteenth (15th) day after the date due until paid at a rate equal to 1% per month in effect on the date that payment was due.

6. CUSTOMER OBLIGATIONS

Client must:

(a) provide a sufficient environment for the instruments as described by Nugget Scientific, including but not limited to: adequate space and electrical power. Client is also required to provide Nugget Scientific with full, unrestricted access to the instruments, in addition to supporting Nugget Scientific in all things pertaining to the Services.

(b) Respond quickly to any request from Nugget Scientific for direction, information, approvals, authorizations, or decisions that are reasonably required for Nugget Scientific to perform Services in line with the terms of the Service Agreement.

(c) Customer is solely responsible for obtaining the requisite software license(s) from the equipment manufacturer(s) or qualified agent.

7. CUSTOMER ACTS OR OMISSIONS

If Customer or its agents, subcontractors, consultants, or employees prevent or delay Nugget Scientific’s performance of its obligations under a Service Agreement, Nugget Scientific shall not be deemed in breach of these Terms or any Service Agreement, or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

13. NO GUARANTEE

The services supplied do not guarantee continuous instrument operation, and Nugget Scientific is not liable for any failure to render services due to circumstances beyond its control, such as Force Majeure.

14. FORCE MAJEURE

When and to the extent that any failure or delay in fulfilling or performing any obligations stated is caused by or results from acts or circumstances beyond Nugget Scientific’s reasonable control, including, flood, fire, earthquake, explosion, governmental actions, Nugget Scientific shall not be liable or responsible to Client, nor shall it be deemed to have defaulted or breached a Service Agreement or these Terms.

15. LEGAL CONSTRUCTIONS

The laws of the State of Texas, U.S, shall govern these Terms and all Service Agreements to which they apply. Any disputes arising out of or in connection with these Terms and all sale transactions to which they apply will be resolved by arbitration under the laws and rules of the State of Texas.

16. GOVERNING STATE

17. SHIPPING

17.1 Delivery shall be made Ex Works Nugget Scientific. Title and risk of loss pass to Customer upon delivery of the Goods to the common carrier.

17.2 Costs associated with shipping and delivery ("Freight ") shall be charged to Customer at the rates negotiated and set forth pursuant to the Purchase Order and invoice, with the invoice to govern any discrepancy between the two.

17.3 When assistance from third-party riggers is required to assist with placement of Goods, the expense will be added to the Freight charges. Disposal of all packaging and packing materials is the Customer’s responsibility.

8. PARTS AND LABOR

Unless otherwise noted, a Service Agreement includes all required service parts, travel, and labor. Any additional damaged parts will be replaced under additional costs determined by Nugget Scientific.

9. SERVICE HOURS

Services will be performed within regular working hours; Monday-Friday, between 8 a.m. and 5 p.m. Any questions or requests that are made via Email or phone will receive a follow-up response within 1 business day.

If unforeseen service is needed, Nugget Scientific will make an effort to arrive on the same or next regular working day to perform required services under the Full Service contract.

This Agreement does not cover the repair of damage, the replacement of parts, or any increase in Service time caused by disaster, neglect, abuse, misuse, transportation, modifications, accessories, or unauthorized software. These types of damage can be repaired by Nugget Scientific under additional costs as decided by Nugget Scientific. The stated warranty is only included on the instrument and not on the computer equipment supplied with the instruments.

12. LIMITED WARRANTY

If Client wishes to terminate any services provided by Nugget Scientific, Client must provide a written notice. A refund of prepaid services may be offered by Nugget Scientific upon termination, based on the rates in place at the time of Service, at its sole discretion.

11. TERMINATION OF SERVICE

If the Client fails to pay Service Invoices, Nugget Scientific reserves the right to discontinue Services, and cancel the Service Agreement.