Terms & Conditions
Johnson Gage and Inspection, Inc. will accept orders for inspection, calibration, and/or repair subject to the following terms and conditions:
Where statements of compliance are made, the measurement uncertainty will not be taken into account unless otherwise directed by the customer.
The customer shall specify the scope of all work we perform including, but not limited to calibration method, tolerance, and calibration interval. Where these aren’t specified, we will use a manufacturer guideline, published specification, or a relevant in-house developed procedure, whichever is the most suitable. Where these offer no guidance on calibration interval, an annual interval will be assigned.
Where possible, we will issue ISO/IEC 17025 accredited calibration reports which include measurement results and associated uncertainties, except where the customer has indicated an alternate preference. Where measurements required do not fall within our scope of accreditation, we will provide traceable calibration reports.
When the work to be performed is outside of JGI capabilities, the work may be outsourced or returned to the customer, based on precedent established by previous customer guidance. If there is none, JG&I will make an attempt to contact the customer for instructions before returning the order “no work performed.”
If Items are not sufficiently marked or serialized, JG&I may assign temporary labels with recommended serializations, so that individual calibration records can be distinctly correlated to individual items. We will do so without damaging or permanently marking the items in any way.
Warranty & Limitations of Liability
1. Limited Warranty
Product, as it is used in this agreement, refers to the inspection, calibration, certification, records, training, consultation, items sold, any service or material item provided to your company by JGI.
The express warranties set forth herein constitute the only warranties with respect to the product and JGI makes no other representation of warranty or condition of any kind, whether express or implied (either in fact or by operation of law) with respect to any of the product, including, without limitation, with respect to the sufficiency, accuracy or utilization of, or any information or opinion contained or reflected in, any of the product. JGI expressly disclaims all warranties or conditions of merchantability or fitness for a particular purpose. No officer, director, employee, member, agent, or representative is authorized to make any modification, extension, or addition to this limited warranty except in the form of a complete, properly authorized and executed replacement. See section 6 for further explanation.
JGI, any agent, representative, distributor of the Product, or any of their respective directors, officers, employees, agents, representatives or members (the JGI Indemnified Parties") shall have no liability for, and you shall defend, indemnify and hold each of the JGI Parties harmless from and against, any claim, loss, demand, liability, obligation and expenses (including reasonable attorneys' fees) based upon or arising out of any injury or damage, or any product liability claim, including but not limited to, any personal or bodily injury or property damage, arising out of, pertaining to, or resulting in any way from, the use or possession of any of the Product by you and/or any of your directors, officers, employees, representatives, agents or contractors.
3. Limitation of Liability
You acknowledge that each of JGI'S obligations and liabilities with respect to the Product are exhaustively defined in this Agreement. You are responsible for the consequences of any use of any of the Product or proceeds created there from. Whether or not JGI has been advised of their possibility, neither JGI nor any of its representatives or agents, directors, officers, employees, agents, representatives or members, shall be liable, whether under contract, tort (including negligence) or otherwise, for any indirect, special, punitive, incidental or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, that may be suffered by you or any of your directors, officers, employees, agents, representatives or contractors or any third party.
If at any time an allegation of infringement of any rights of any third party is made, or in JGI'S opinion is likely to be made, with respect to any of the Product, JGI may, at its option and at its own expense (i) obtain for you the right to continue using the Product, (ii) modify or replace the Product or any portion thereof so as to avoid any such claim of infringements, or (iii) refund to you the Fee. JGI shall have no liability to you if any claim of infringement would have been avoided except for your refusal to use any modified or replacement Product supplied or offered to be supplied pursuant to this Section 3(b) or to otherwise cease using the Product. Notwithstanding anything contained in this Agreement, and except as set forth in Section 3(b) hereof, JGI's liability to you for damages pursuant to this Section 4(b), if any, shall not exceed the amounts of the Fee paid by you for the Product subject to any such claim.
Section 3(b) states the entire liability of JGI with respect to the infringement or alleged infringement of any third party rights of any kind whatsoever by any of the Product.
This Agreement may be terminated immediately by JGI upon breach of any provision of this Agreement by you. Upon any termination of this Agreement, you shall immediately discontinue the use of the Product and shall within ten (10) days either return files(s) on diskette(s), if any, to JGI or certify in writing to JGI that the Product has been deleted from your computer and is eliminated from your premises.
5. Governing; Attorney's fees
This Agreement shall be governed by the laws of the State of KANSAS without reference to its conflict of laws provisions and you further consent to jurisdiction by the state and federal courts sitting in the State of KANSAS.
This Agreement constitutes the complete and exclusive agreement between JGI and you with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except in writing, duly signed by an authorized representative of JGI and you. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability (i) of such provision under other circumstances, or (ii) of the remaining provisions hereof under all circumstances. Headings shall not be considered in interpreting the Agreement.