3 In 1 Agreement

SGS GALSON LABORATORIES TERMS ARE: NET 30 DAYS

This Equipment Rental, FreePumpLoan™ & FreeSamplingBadges™ (3-in-1) Agreement (the “Agreement”) is entered into
between SGS North America Inc. (“SGS Galson”) and Yourself (”Customer”).

This Agreement sets forth the terms of Customer’s participation in the Equipment Rental, FreePumpLoan™ and FreeSamplingBadges™ programs (each, a “Program” and collectively, the “Program(s)”). Customer agrees to comply with the terms relating to the Program(s) in which it elects to participate and with the general conditions set forth in Section 4 below (the “General Conditions”).

1. EQUIPMENT RENTAL TERMS

Customer elects to rent the equipment listed on Exhibit A at the prices posted at https://www.sgsgalson.com/equipment-rentals/ (the “Equipment”), subject to the General Conditions and the following terms:

1. 1. Ordering: When placing an order, Customer will indicate the Equipment being rented and will provide SGS Galson with a “Need by” date (assumed to be the day before the scheduled sampling event) and will be provided with a “Received by SGS Galson” date, which is the date by which the Equipment much be returned to SGS Galson. The Received by SGS Galson date will include two days’ in-transit time for return shipping.
   2. Provision of Equipment; Replacement; Alterations: Equipment will be provided to Customer in good working condition that, upon shipment, conforms with any manufacturer’s written specifications accompanying such Equipment. Customer shall provide written notice to SGS Galson within forty-eight (48) hours of receipt if Equipment is not in good working condition. In such event, within a commercially reasonable period, SGS Galson shall repair or recalibrate the Equipment. In addition, SGS Galson may, at its option and expense, replace any Equipment that fails to operate in accordance with the manufacturer’s written specifications. Customer shall not make any changes or alterations in the Equipment nor remove any labels, signs, symbols, trademarks, or serial numbers affixed to the Equipment.
   3. Rental Term: Customer agrees that the rental term will begin on the day after the Equipment is received by the Customer and will end on the date that Customer returns the Equipment to SGS Galson shipped via the Return Shipping Label (“RSL”) supplied by SGS Galson (the “Rental Term”). The parties may extend the Rental Term by written amendment to this Agreement.
   4. Shipping and Delivery: Customer shall pay all shipping costs incurred to deliver the Equipment to Customer’s requested delivery address. Equipment will be shipped via two-day delivery or less. Shipping charges will be added to Customer’s rental invoice unless Customer provides UPS or Federal Express account information at the time of Equipment order. If Customer elects to ship using a method not supported by the shipper’s “guaranteed” two-day delivery, SGS Galson will not be liable for costs associated with late or non-delivery (or late return) of the Equipment or for any associated re-testing costs. For purposes of calculating the Rental Term, in-transit time used shall not exceed two (2) business days (for both delivery and return).
   5. Return of Equipment: Customer shall return the Equipment to SGS Galson in substantially the same condition as when received from SGS Galson, ordinary wear and tear excepted. Customer agrees to compensate SGS Galson for any damage caused by Customer at a cost not to exceed the then-current replacement cost of such Equipment. Until Equipment is returned, all terms of this Agreement remain in full force and effect including, without limitation, Customer’s obligation to insure and pay rent on overdue Equipment. Provided that the RSL supplied with each rental order is used, return shipping will be at SGS Galson’s expense for locations within the contiguous United States and Canada. If Customer elects not to use the RSL provided, SGS Galson shall not be liable for the cost of the return shipping.
   6. Equipment Purchase: If Equipment is not returned by Customer within sixty (60) days after the Received by SGS Galson date, Customer will be deemed to have purchased the Equipment and shall pay SGS Galson an amount equal to the Equipment’s then-current replacement cost. Customer shall pay for such Equipment within thirty (30) days of the date of SGS Galson’s invoice to Customer for same. Upon payment by Customer, SGS Galson shall transfer its ownership in the Equipment to Customer on an “AS-IS, WHERE-IS” basis, without representation or warranty by SGS Galson, express or implied, except for a representation that such Equipment is free and clear of any liens.

2. FREEPUMPLOAN™ TERMS

Customer elects to utilize certain SGS Galson pumps and associated pump equipment, inclusive of all items set forth in the applicable packing list provided to Customer (collectively, the “Pump Equipment”), subject to the General Conditions and the following terms:

1. 1. Ordering: When placing an order, Customer will provide SGS Galson with a “Need by” date, assumed to be the day before the scheduled sampling event, and will be provided with a “Received by SGS Galson” date, which is the date by which the Pump Equipment much be returned to SGS Galson.
   2. Provision of Pump Equipment: Provided that all samples taken with Pump Equipment are sent to SGS Galson for analysis and are analyzed by SGS Galson at its standard published rates posted at https://www.sgsgalson.com/sampling-analysis-online-ordering/, SGS Galson will loan, at no cost to Customer (except for shipping charges, taxes, duties, tariffs, and U.S. Customs fees), the following Pump Equipment: pumps, chargers, IOM sampler cassettes, evacuated canisters, media (as detailed in SGS Galson’s Sampling and Analysis Guide), and accessories.
   3. Replacement; Alterations: Pump Equipment will be provided to Customer in good working condition that, upon shipment conforms with any manufacturer’s written specifications accompanying such Pump Equipment. Customer shall provide written notice to SGS Galson within forty-eight (48) hours of receipt if Pump Equipment is not in good working condition or if items are damaged or missing. In such event, within a commercially reasonable period, SGS Galson may repair any Pump Equipment that fails to operate in accordance with the manufacturer’s written specifications or may replace Pump Equipment that is damaged or missing. Customer shall not make any changes or alterations in the Pump Equipment nor remove any labels, signs, symbols, trademarks, or serial numbers affixed to the Pump Equipment.
   4. Loan Period: Customer’s use of the Pump Equipment by Customer shall be limited to the duration of the sampling event and shall in no event exceed two weeks (the “Loan Period”). When placing an order, Customer will be provided with a “Received by SGS Galson” date, i.e., the date by which the Pump Equipment must be returned to SGS Galson. Customer agrees that the Loan Period will begin on the day after the Equipment is received by the Customer and will end on the Received by SGS Galson date. The Received by SGS Galson date will include two days’ in-transit time for return shipping. If a unique sampling situation requires a longer Loan Period, SGS Galson may, in its sole discretion, extend the Loan Period for an addition two-week period. For the avoidance of doubt, for purposes of calculating the Loan Period, in-transit time used shall not exceed two (2) business days (for both delivery and return).
   5. Customer Responsibilities:

      During the Loan Period, Customer is responsible for:

      • recharging Pump Equipment prior to use;
      • decontaminating Pump Equipment after use (failure to do so may result in cleaning fees at $35 per hour);
      • returning Pump Equipment (including unused items) by the “Received by SGS Galson” date*;
      • in addition to other late return fees, the payment of $5.00 per day for each IOM sampler cassette returned late;
      • the payment of the replacement costs of any Pump Equipment damaged by Customer.
   6. Shipping and Delivery: Customer is responsible for all shipping charges relating to the Pump Equipment. If Customer elects to ship using a method not supported by the shipper’s “guaranteed” two-day delivery, SGS Galson will not be liable for costs associated with late or non-delivery (or late return) of the Pump Equipment or for any associated re-sampling costs.
   7. Return of Pump Equipment: Late Fees: The “Received at SGS Galson” date will be listed on the packing list delivered with the Pump Equipment. Pump Equipment received after such date will incur late fees of $25 per day, per Pump. Where possible, Customer will provide SGS Galson with its shipping account number for invoicing purposes. Late fees will also be assessed when Pump Equipment being returned to SGS Galson is delayed in U.S. Customs due Customer’s submission of inaccurate or incomplete paperwork.
   8. Pump Equipment Rental: In the event that SGS Galson does not receive any samples from Customer prior to the Received at SGS Galsondate, SGS Galson may charge Customer a rental fee for the Pump Equipment posted at https://www.sgsgalson.com/equipment-rentals/ beginning on the date that Pump Equipment was shipped to Customer and ending on the date the Pump Equipment is actually returned to SGS Galson.
   9. Pump Equipment Purchase: If Pump Equipment is not returned by Customer within sixty (60) days after the Received by SGS Galson date, Customer will be deemed to have purchased the Pump Equipment and shall pay SGS Galson an amount equal to the Pump Equipment’s then-current replacement cost. Customer shall pay for such Pump Equipment within thirty (30) days of the date of SGS Galson’s invoice to Customer for same. Upon payment by Customer, SGS Galson shall transfer its ownership in the Pump Equipment to Customer on an “AS-IS, WHERE-IS” basis, without representation or warranty by SGS Galson, express or implied, except for a representation that such Pump Equipment is free and clear of any liens.

3. FREESAMPLINGBADGES™ TERMS

Customer elects to utilize the SGS Galson sampling badges* set forth on Exhibit A (collectively, the “Badges”), subject to the General Conditions and the following terms:

1. 1. Ordering: When placing an order, Customer will provide SGS Galson with a “Need by” date, assumed to be the day before the scheduled sampling event.
   2. Provision of Badges: SGS Galson will loan the Badges to Customer free of charge, provided that all samples taken with the Badges are sent to SGS Galson for analysis and are analyzed by SGS Galson at its standard published rates posted at https://www.sgsgalson.com/free-sampling-badges/.*
   3. Shipping and Delivery: SGS Galson will ship the Badges free of charge, ground transportation, to Customer’s requested delivery address. Customer will pay full shipping costs if it requires SGS Galson to use any other shipping methods.

1. Return of Badges; Badge Purchase: At its own cost, Customer shall return used Badges for sample analysis within sixty (60) days after the Need by date. If any Badges (used or unused) are not returned to SGS Galson within sixty (60) days, Customer will be deemed to have purchased the Badges and shall pay SGS Galson an amount equal to the Badges’ then-current replacement cost. Customer shall pay for such Badges within thirty (30) days of the date of SGS Galson’s invoice to Customer for same. Upon payment by Customer, SGS Galson shall transfer its ownership in the Badges to Customer on an “AS-IS, WHERE-IS” basis, without representation or warranty by SGS Galson, express or implied.

   * Note that certain SGS Galson sampling badges are excluded from this Program.

1. 1. Sample Testing Services Agreement: Participation in each Program is contingent upon Customer’s compliance with the terms of the sample testing services agreement entered into between Customer’s and SGS Galson. In the event such sample testing services agreement is terminated in accordance with its terms, this Agreement shall terminate in accordance with Section 4.E.
   2. Invoice Payment: In the event Customer’s fails to comply with certain Program terms, SGS GALSON may invoice Customer in accordance with such Program terms. Unless otherwise expressly agreed to by the parties in writing, payment in full for all undisputed invoices is due within thirty (30) days of the invoice date.
   3. Ownership: Except as otherwise provided herein, the Equipment, Pump Equipment and the Badges rented or loaned under any Program (hereinafter, the “Program Equipment”) all times remains the property of SGS Galson, Customer shall not interfere with SGS Galson’s ownership of such Program Equipment and shall take no action which would result in liens or encumbrances being placed against said Program Equipment. Customer may not assign ownership, title or interest in any Program equipment, nor grant a security interest in any Program equipment, to any party at any time and from time to time without SGS Galson’s written authorization.
   4. Risk of Loss; Inspection; Insurance: While the Customer is in possession of the Program Equipment, Customer bears the entire risk of loss, theft, damage or destruction of any Program Equipment, in whole or in part, from any reason whatsoever. SGS Galson is not responsible for any damage to Program Equipment caused by Customer. SGS Galson may, upon reasonable advance notice, request Customer to provide access to Program Equipment for purposes of inspection. At its sole expense, Customer shall, at all times, keep all Program Equipment insured against all risks of loss or damage from every cause whatsoever.
   5. Termination: SGS Galson may terminate this Agreement or Customer’s participation in any or all of the SGS Galson Programs by providing thirty (30) day’s written notice of termination to Customer. Customer may terminate this Agreement and its participation in any of the Programs by providing written notice to SGS Galson. In the event of termination by Customer, Customer shall compensate SGS Galson for all work performed pursuant to this Agreement prior to termination, provided that termination is not due to breach by SGS Galson.
   6. Intellectual Property: SGS Galson retains all of its intellectual property rights in any of the Program Equipment that exist as of the Effective Date, and Customer has no right or license to use any such intellectual property rights except and only to the extent of permitted hereunder.
   7. Manufacturer Warranty: Customer expressly acknowledges and agrees that SGS Galson is not the manufacturer of any Program Equipment. During the term of this Agreement, to the extend available, SGS Galson assigns to Customer any manufacturer, supplier or distributor warranties or guaranties, express or implied, applicable to any Program Equipment; provided, however, that SGS Galson assumes no obligation with respect to any such warranties or guaranties. No manufacturer, supplier or distributor, nor any representative of said parties is an agent of SGS Galson and no warranty, representation, guaranty or agreement made by any representative of said parties shall be binding upon SGS Galson. NO SALESPERSON, EMPLOYEE, AGENT OR REPRESENTATIVE OF ANY MANUFACTURER, SUPPLIER OR DISTRIBUTOR HAS AUTHORITY TO SPEAK FOR OR BIND SGS GALSON IN ANY WAY.

OTHER THAN AS SET FORTH HEREIN, SGS GALSON MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO ANY PROGRAM EQUIPMENT SUPPLIED HEREUNDER. SGS GALSON EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. CUSTOMER AGREES THAT REGARDLESS OF CAUSE, SGS GALSON IS NOT RESPONSIBLE FOR, AND CUSTOMER WILL NOT MAKE ANY CLAIM AGAINST SGS GALSON FOR, ANY DAMAGES, WHETHER CONSEQUENTIAL, DIRECT, SPECIAL OR INDIRECT INCURRED BY CUSTOMER IN CONNECTION WITH ANY PROGRAM EQUIPMENT.

1. 1. Limitation on Liability: SGS GALSON’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID SGS GALSON UNDER THE APPLICABLE PROGRAM. In no event shall SGS Galson or Customer be liable for any indirect, incidental, special, punitive or consequential damages, including without limitation damages for lost data or lost profits or revenues, loss of use of its equipment, damage to other equipment, cost of substitute Program equipment or down time costs claimed with respect to any Program.
   2. Indemnification by Customer: Customer (“Indemnitor”) shall indemnify, save, hold harmless and defend SGS Galson from and against any and all claims, damages, demands, actions, judgments, lawsuits, proceedings, assessments, liabilities, losses, penalties, costs and expenses (including without limitation reasonable attorneys’ fees, costs and expenses), whether or not subject to litigation (collectively “Indemnified Claims”), incurred in connection with, by reason of, or arising out of Customer’s installation, use, possession or shipment of any Program Equipment.
   3. Independent Contractor: SGS GALSON is an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, or other legal entity or relationship between the parties. Neither party has the authority to bind the other to any third party. Each party will be solely responsible for payment of all compensation owed to its employees and contractors, as well as employment-related taxes. The parties will maintain appropriate worker’s compensation for its employees as well as comprehensive general liability insurance.
   4. Taxes: Where Customer is responsible for the shipping costs of Program Equipment, Customer is responsible for all associated taxes, duties and fees.
   5. Compliance with Laws: Each party shall comply with all applicable federal, state, and local laws and regulations, including the applicable export laws and regulations of the United States.
   6. Governing Law: This Agreement shall be governed in accordance with the substantive laws of the State of New York, without reference to conflict of laws principles. Any and all disputes arising hereunder shall be adjudicated exclusively in the federal or state courts located in the State of New York.
   7. Notices: All notices permitted or required under this Agreement shall be in writing and shall be delivered in person, by FAX, overnight courier service or mailed by first class, registered or certified mail, postage prepaid, to the address of the party specified herein or such other address as either party may specify in writing. Customer shall also send a copy of any such notices to SGS Galson in care of SGS North America Inc., 201 Route 17 North, 7th Floor, Rutherford, New Jersey 07070, Attention: Office of the General Counsel. Such notice shall be deemed to have been given upon receipt.
   8. Assignment: This Agreement may not be assigned by Customer without the prior written consent of SGS Galson. No permitted assignment shall relieve a party of its obligations hereunder prior to the assignment. Any assignment in violation of this Agreement shall be void. This Agreement shall be binding upon the parties’ respective successors and assigns.
   9. Construction; Waiver: If any provision of this Agreement shall be held invalid or unenforceable, such provisions shall be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the parties’ intent in agreeing to the original provision. The remaining provisions of this Agreement shall continue in full force and effect. A failure by either party to insist upon strict compliance with any of the terms of this Agreement in any instance shall not be construed as a waiver of such terms in the future.
   10. Entire Agreement: This Agreement is the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior communications, agreements, and understanding relating thereto. The provisions of this Agreement may not be modified, amended, or waived, except by a written instrument duly executed by both parties. The terms of the Agreement shall take precedence over any inconsistent terms contained in any other document and shall prevail over any pre-printed, conflicting, or other terms on any purchase order or other Customer document.
   11. Counterparts: This Agreement may be signed in counterparts, each of which shall be deemed to be an original and all of which when taken together will constitute the same Agreement. Any signed copy of this Agreement made by photocopy, facsimile, or PDF Adobe format shall be considered an original.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives