Effective: August 7, 2025

Updated: July 30, 2026

1. Application and Acceptance

1.1 These Service Terms and Conditions ("Terms") govern all diagnostic, repair, remedial maintenance, installation, decommissioning, and related field services ("Services") performed by ThermoVerra LLC ("ThermoVerra") for a customer ("Client") that are not covered by a separate written service agreement signed by both parties.

1.2 Client accepts these Terms by any of the following: requesting Services; authorizing or approving a service call, quotation, or estimate; providing ThermoVerra personnel access to a facility or equipment for the purpose of receiving Services; or accepting Services performed.

1.3 Where Client and ThermoVerra have executed a Master Lab Equipment Service Agreement or other signed written agreement, that agreement controls as to equipment and services within its scope. Where Client has such an agreement in effect but the equipment or service at issue falls outside its scope, these Terms govern, except that the limitation of liability, indemnification, and insurance provisions of the signed agreement shall control.

2. Definitions

2.1 "Equipment" means the specific unit or units of laboratory or facility equipment on which Services are requested or performed.

2.2 "Good Working Order" means the Equipment functions substantially in accordance with published operational specifications for that class of equipment and is safe for normal operation.

2.3 "Client Materials" means any biological samples, specimens, reagents, media, inventory, research products, or other contents stored in, processed by, or associated with the Equipment.

2.4 "Beyond Economic Repair" or "BER" means a condition where, in ThermoVerra's reasonable technical judgment, the total estimated cost of labor and parts required to restore a unit of Equipment to Good Working Order exceeds sixty percent (60%) of the Equipment's then-current fair market value.

3. Scope of Services

3.1 Services are provided on a time-and-materials basis at ThermoVerra's then-current published rates, or at the rates set forth in a written quotation or work order, unless otherwise agreed in writing. Travel is billed by zone or mileage as applicable; extended travel costs, including airfare and lodging, are billed separately.

3.2 Diagnostic and troubleshooting time is billable in full whether or not a cause is identified, whether or not a repair is recommended, and whether or not Client authorizes any recommended repair. Client acknowledges that diagnosing complex laboratory instrumentation is an iterative process that may require multiple visits, sequential component testing, or extended observation.

3.3 Services performed under these Terms are corrective in nature and do not constitute preventative maintenance, calibration, certification, or validation unless expressly identified as such in a written quotation or work order.

4. Authorization, Estimates, and Parts

4.1 Client's request for Services constitutes authorization for ThermoVerra to perform diagnostic work and to bill for the same.

4.2 Following diagnosis, ThermoVerra will provide Client a written estimate for any recommended repair. Estimates are non-binding good-faith projections based on conditions observed at the time of inspection. Actual cost may vary where additional faults or concealed conditions are discovered during the work. ThermoVerra will notify Client and obtain approval before exceeding an approved estimate by more than the greater of twenty percent (20%) or $250.00.

4.3 All replacement parts, components, and consumables are billed at ThermoVerra's then-current list prices plus applicable shipping and handling.

4.4 ThermoVerra will make commercially reasonable efforts to obtain required parts and shall not be liable for delays caused by parts obsolescence or unavailability beyond its reasonable control. If a critical part is no longer commercially available, ThermoVerra will notify Client and discuss reasonable alternatives, which may include refurbishment, substitute components, or retirement of the unit.

4.5 ThermoVerra may decline or discontinue a requested repair if, in its reasonable professional judgment, the work would be unsafe, unlikely to restore normal operation, or technically infeasible given the condition of the Equipment.

5. Payment Terms

5.1 Invoices are issued upon completion of each service event and are due within thirty (30) days of the invoice date.

5.2 Amounts not received within thirty (30) days may be subject to a late fee of one and one-half percent (1.5%) per month. This rate is an agreed-upon contractual interest rate and not a penalty.

5.3 Client is responsible for all applicable sales, use, transaction privilege, or similar taxes arising from the Services, excluding taxes based on ThermoVerra's income.

5.4 Title to all parts remains with ThermoVerra until the associated invoice is paid in full. Client grants ThermoVerra a security interest in all such parts to secure payment. ThermoVerra reserves the right to suspend Services for any account with an outstanding overdue balance.

5.5 Client shall reimburse ThermoVerra for reasonable costs of collection, including attorney fees, on any past-due amount referred to collection or litigation.

6. Pre-Existing Conditions and Latent Defects

Services are performed in a commercially reasonable and workmanlike manner consistent with industry standards. However:

6.1 ThermoVerra is not responsible for the failure of components affected by pre-existing wear, latent defects, deferred maintenance, prior service by others, or conditions not discoverable through industry-standard inspection protocols.

6.2 Client acknowledges that ThermoVerra may have no prior service history for the Equipment, that Equipment presented for repair is by definition in a failed or degraded state, and that diagnostic and repair procedures may inadvertently stress aged or degraded components, including without limitation compressors, sensors, seals, controllers, wiring, and refrigeration circuits.

6.3 The failure of any such component during or following Services shall be deemed a pre-existing equipment condition and is not the responsibility of ThermoVerra.

7. Post-Service Observation Period

7.1 Following any Services, Client shall monitor the Equipment's performance for a period of no less than twenty-four (24) hours (the "Observation Period") before restocking the unit with critical Client Materials or resuming high-stakes research or clinical use.

7.2 Client acknowledges that complex laboratory equipment may experience early-life failures or latent issues that manifest only after mechanical or electrical systems have been serviced.

7.3 ThermoVerra shall not be liable for the loss of Client Materials resulting from Client's failure to verify stable operating temperatures or parameters during the Observation Period.

8. Limited Workmanship Warranty

8.1 ThermoVerra warrants its repair labor against defects in workmanship for a period of 30 days from the date of service, limited to the specific fault addressed. Client's sole remedy under this warranty is re-performance of the affected labor at no charge.

8.2 Parts carry only the warranty, if any, extended by the manufacturer. ThermoVerra passes through such warranties to the extent assignable and makes no independent warranty as to parts.

8.3 This warranty does not apply to: subsequent or unrelated faults; failures attributable to pre-existing conditions under Section 6; misuse, abuse, negligence, contamination, or unauthorized modification; utility-side or facility-side conditions; or Equipment previously identified as Beyond Economic Repair.

8.4 This Section states ThermoVerra's entire warranty obligation and is expressly in lieu of all other warranties, subject to Section 12.

9. Beyond Economic Repair

9.1 If ThermoVerra determines that a unit of Equipment is Beyond Economic Repair, it will issue a written BER advisory notice stating (i) a summary of the observed damage or malfunction, (ii) the estimated repair cost and supporting calculations, (iii) the applicable fair market value benchmark, and (iv) the basis for the determination.

9.2 Client may elect to (i) retire the unit, or (ii) authorize the repair at Client's sole expense and risk.

9.3 If Client elects to proceed with repairs on Equipment deemed Beyond Economic Repair, Client acknowledges that such Equipment may carry an elevated risk of future failure despite successful repair. ThermoVerra will perform authorized work in a workmanlike manner but makes no representation as to remaining useful life, and the warranty in Section 8 does not apply.

10. Client Responsibilities

10.1 Client shall: provide safe and unrestricted access to the Equipment; ensure the Equipment is free of hazardous contamination prior to service; disclose known Equipment history, prior service, and modifications; follow all biosafety, chemical hygiene, and facility safety requirements; maintain its own service records for regulatory audit purposes (including CAP, CLIA, TJC, and FDA where applicable); and provide access to power, water, and facility utilities required for service.

10.2 Client warrants that all Equipment will be maintained in a safe operating environment. ThermoVerra reserves the reasonable right to postpone or decline service for any Equipment that has been exposed to biological, chemical, or radioactive hazards and has not been certified as decontaminated by Client in writing. ThermoVerra will work in good faith with Client to clarify decontamination requirements before any service is declined.

10.3 ThermoVerra is not responsible for repair of, or damage resulting from, misuse, abuse, negligence, contamination, or unauthorized modification of the Equipment by Client or third parties.

10.4 Client shall ensure that all facility-side utilities, including electrical power, water supply, drainage, HVAC, and medical or specialty gases, meet the Equipment manufacturer's specifications at all times. ThermoVerra is not responsible for Equipment malfunctions, component failures, or damages resulting from utility-side issues.

11. Client Materials

11.1 ThermoVerra's performance of Services does not constitute an assumption of risk for, or custodial responsibility over, any Client Materials, and ThermoVerra shall not be deemed a bailee of such Client Materials.

11.2 Client is solely responsible for insuring its Client Materials and for maintaining all necessary redundancy and monitoring systems — including backup storage capacity and independent alarm monitoring — to prevent loss in the event of equipment failure.

11.3 Client releases ThermoVerra from all liability for the loss, spoilage, or degradation of Client Materials regardless of cause. Client's sole remedy for such losses shall be through Client's own insurance policies. ThermoVerra is not an insurer of Client Materials.

12. Limitation of Liability

THIS SECTION ALLOCATES THE RISKS UNDER THESE TERMS BETWEEN CLIENT AND THERMOVERRA. THERMOVERRA'S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATIONS SPECIFIED HEREIN.

12.1 DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8, THERMOVERRA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INTERRUPTION OF OPERATION. THERMOVERRA DOES NOT WARRANT THAT SERVICES WILL PREVENT FUTURE EQUIPMENT FAILURE, EXTEND USEFUL LIFE, OR ENSURE UNINTERRUPTED OPERATION OF THE EQUIPMENT.

12.2 WAIVER OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THERMOVERRA, ITS AFFILIATES, OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITY; LOSS OF USE, DOWNTIME, OR INTERRUPTION OF BUSINESS; LOSS, CORRUPTION, OR RECOVERY OF DATA; SPOILAGE, LOSS, DAMAGE, OR DEGRADATION OF CLIENT MATERIALS; OR THE COST OF SUBSTITUTE EQUIPMENT OR COVER, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER THERMOVERRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 CAP ON DIRECT DAMAGES. IN NO EVENT SHALL THERMOVERRA'S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO THERMOVERRA FOR THE SPECIFIC SERVICE EVENT GIVING RISE TO THE CLAIM.

12.4 EXCEPTIONS. THE LIMITATIONS IN SECTIONS 12.1 AND 12.2 SHALL NOT APPLY TO DAMAGES RESULTING FROM THERMOVERRA'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR TO CLAIMS FOR BODILY INJURY OR DEATH CAUSED BY THERMOVERRA'S NEGLIGENCE.

12.5 NOTICE AND TIME LIMITATION. ANY CLAIM ARISING UNDER THESE TERMS MUST BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. CLIENT SHALL PROVIDE WRITTEN NOTICE OF ANY ALLEGED DEFICIENCY IN SERVICES WITHIN THIRTY (30) DAYS OF DISCOVERY.

13. Indemnification

Each party shall indemnify, defend, and hold harmless the other party, its officers, directors, employees, and agents from and against claims, damages, liabilities, judgments, settlements, penalties, losses, costs, and expenses (including reasonable attorney fees) arising out of a third-party claim due to the indemnifying party's negligence, willful misconduct, or material breach of these Terms. The indemnified party shall promptly notify the indemnifying party of any claim and cooperate in its defense. The indemnifying party controls the defense and settlement, provided that no settlement may admit liability of the indemnified party without its written consent.

14. Confidentiality

Each party may disclose to the other non-public, proprietary, or confidential information relating to its business, operations, customers, pricing, services, or technical information. Each party will hold the other's confidential information in confidence using at least the same degree of care it uses to protect its own, and will not disclose it except to employees, contractors, or advisors who need it to perform under these Terms. These obligations do not apply to information that is or becomes public through no fault of the recipient, was already known to the recipient, or is required to be disclosed by law or court order, and survive for five (5) years.

15. Intellectual Property

All methodologies, diagnostic techniques, processes, tools, and documentation formats used or developed by ThermoVerra in performing Services remain ThermoVerra's exclusive property. Client owns the specific service reports and maintenance records generated for its Equipment but acquires no rights in ThermoVerra's underlying intellectual property beyond what is necessary for Client's internal operational and regulatory use.

16. Conflicting Terms

These Terms govern the Services. Any additional, different, or conflicting terms contained in a Client purchase order, vendor portal, work request, invoice acknowledgment, or other Client document are expressly rejected and shall have no force or effect, notwithstanding ThermoVerra's acceptance of such document, commencement of work, or acceptance of payment. No modification of these Terms is effective unless in a writing signed by an authorized representative of ThermoVerra.

17. Governing Law, Venue, and Jury Waiver

17.1 These Terms and any claims arising out of or relating to the Services — whether sounding in contract, tort, statute, or otherwise — shall be governed by and construed in accordance with the laws of the State of Arizona, without giving effect to conflict of law principles.

17.2 Any legal action or proceeding shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona, and each party irrevocably submits to the personal jurisdiction of those courts.

17.3 TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

17.4 In any action to enforce or interpret these Terms, the prevailing party shall be entitled to recover its reasonable attorney fees and costs.

18. General

18.1 Independent Contractor. ThermoVerra is an independent contractor and retains sole control over the manner and means of performing the Services. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.

18.2 Force Majeure. Neither party shall be liable for any failure or delay in performance (except Client's payment obligations) due to causes beyond that party's reasonable control, including pandemic, fire, flood, earthquake, power failure or surge, strike, supply chain shortage, act of God, war, or terrorist threat. The impacted party shall give prompt notice and resume performance as soon as reasonably practicable.

18.3 Assignment. Client may not assign these Terms or any service order without ThermoVerra's prior written consent. ThermoVerra may assign in connection with a merger, acquisition, sale of substantially all assets, or corporate restructuring.

18.4 Modification of These Terms. ThermoVerra may revise these Terms at any time by posting an updated version. The version in effect on the date Client requests a given service event governs that service event. Revisions do not apply retroactively.

18.5 Severability. If any provision is found invalid, illegal, or unenforceable in any jurisdiction, that shall not affect the remaining provisions or render the provision unenforceable in any other jurisdiction.

18.6 Notices. Notices shall be in writing and delivered by certified mail, recognized overnight courier, or electronic mail to the addresses on the applicable work order or quotation, and are effective on receipt.

19. Contact

ThermoVerra LLC
4050 E Cotton Center Blvd, Ste 67
Phoenix, AZ 85040
(602) 838-1141 | info@thermoverra.com