LabServe Consulting Inc.
Master Terms of Service
Effective Date: 2026-Jan-01
1. Incorporation & Acceptance
These Master Terms of Service (“Terms”) govern all quotations, statements of work (SOW), purchase orders, service visits, equipment sales, consulting engagements, and related transactions provided by LabServe Consulting Inc. (“LabServe”).
Acceptance of a quotation, issuance of a purchase order, scheduling of service, payment of an invoice, or engagement of services constitutes acceptance of these Terms.
These Terms supersede any conflicting client terms unless expressly agreed in writing by an authorized representative of LabServe.
2. Scope of Services
Services are limited strictly to the scope described in the applicable quotation or SOW.
LabServe provides business-to-business services including:
- Advisory and compliance consulting
- ISO-17025 readiness documentation
- Operator training
- Configuration and commissioning support
- OEM-procedure preventive maintenance
- OEM field-replaceable component installation
LabServe does not perform:
- Board-level repair
- Custom engineering or design
- Fabrication
- Chemical application
- Sample custody or chain-of-custody management
- Calibration certification unless explicitly stated in writing
No design authority is assumed unless expressly contracted.
3. Pre-Visit Readiness & Service Classification
Client must ensure instrument readiness prior to scheduled service.
Failure to meet readiness requirements may result in reclassification of services as:
- Corrective Service
- Billable Standby / Delay
Classification shall be determined based on documented system condition at time of arrival.
Readiness deficiencies may include, but are not limited to:
- Vacuum instability
- Air/water contamination
- Detector contamination
- Gas purity issues
- Environmental instability
- Software/firmware incompatibility
- Missing consumables or utilities
Service classification decisions are final based on documented evidence.
4. Software, Firmware & Compatibility
LabServe shall not be responsible for performance limitations, instability, or incompatibilities arising from:
- Unsupported firmware versions
- Software not validated for installed hardware
- Operating system incompatibility
- Manufacturer-imposed limitations
- Software defects or bugs
- IT security policies or domain restrictions
- Legacy or end-of-support platforms
- Third-party integrations
LabServe makes no warranty regarding compatibility between hardware, firmware, software, or operating systems unless expressly stated in a signed SOW.
Compatibility remediation, updates, or revalidation are outside standard PM scope unless explicitly included.
5. Regulatory & Validation Responsibility
Client retains full responsibility for:
- Method suitability
- Regulatory compliance
- Accreditation maintenance
- Revalidation following service
- Performance verification required by governing bodies
LabServe does not assume regulatory liability unless expressly contracted in writing.
6. Environmental & Utility Conditions
LabServe is not responsible for performance limitations or failures resulting from:
- Improper electrical supply
- Gas purity outside manufacturer specification
- HVAC instability
- Network or IT interruptions
- Laboratory contamination
- Building infrastructure issues
Environmental stability remains client responsibility.
7. Parts, Title & Risk of Loss
Unless otherwise stated:
- Client-supplied parts remain client property.
- LabServe-supplied parts pass title upon payment.
- Risk of loss for client equipment, instruments, and samples remains with the client at all times.
LabServe is not responsible for pre-existing conditions unrelated to the performed scope.
8. Verification vs. Calibration
Post-service verification (e.g., leak checks, baseline checks, functional checks) confirms conformity to OEM procedure only.
Verification does not constitute:
- Calibration certification
- Regulatory certification
- Method validation
Unless expressly contracted in writing.
9. Warranty (Workmanship)
LabServe warrants workmanship for 30 days following service completion.
Warranty is limited to correction of errors directly attributable to the performed scope.
Warranty does not apply to:
- Consumables
- Pre-existing contamination
- Software incompatibility
- Environmental instability
- Client-induced conditions
10. Limitation of Liability
To the fullest extent permitted by law:
LabServe’s total aggregate liability arising from any engagement shall not exceed the amount paid for the specific service giving rise to the claim.
LabServe shall not be liable for:
- Indirect or consequential damages
- Regulatory penalties
- Loss of data
- Loss of samples
- Downtime
- Loss of revenue
- Accreditation impact
- Business interruption
11. Indemnification
Client agrees to indemnify and hold harmless LabServe from third-party claims arising from:
- Client misuse of equipment
- Regulatory decisions made by Client
- Unauthorized modifications
- Environmental or utility conditions
- Operation outside manufacturer specifications
- Inaccurate information provided by Client
12. Force Majeure
LabServe shall not be liable for delay or failure to perform due to events beyond reasonable control, including:
- Acts of God
- Natural disasters
- Severe weather
- Utility failures
- Transportation disruptions
- Supply chain interruptions
- Government action
- Labor disputes
- Public health events
- Cybersecurity incidents
Service schedules may be extended accordingly.
13. Payment Terms
Invoices are due NET30 unless otherwise stated.
Late payments may incur interest at the prevailing statutory rate.
LabServe reserves the right to suspend future services for non-payment.
14. Governing Law
These Terms are governed by the laws of the State of New York.
15. Severability
If any provision of these Terms is found unenforceable, the remaining provisions shall remain in full force.
16. Waiver
Failure to enforce any provision shall not constitute waiver of future enforcement.
17. Entire Agreement
These Terms, together with any applicable SOW or quotation, constitute the entire agreement between the parties.
18. Modifications
LabServe may update these Terms periodically.
The version in effect at the time of quotation issuance governs that engagement.