COMMERCIAL TERMS AND CONDITIONS

TSI INCORPORATED SHALL HEREINAFTER BE REFERRED TO AS “SELLER”

DISCLAIMER:
THESE TERMS AND CONDITIONS MAY NOT COMPLY WITH THE TERMS OF
US FEDERAL GOVERNMENT CONTRACTS RELATED TO THIS PURCHASE ORDER. SEE SECTION 19 BELOW.
PLEASE READ CAREFULLY.

Last Updated: April 21, 2026

Contents

1. COMMERCIAL PRODUCTS AND SCOPE OF TERMS
2. PAYMENT; DELIVERY
3. ORDER ACCEPTANCE
4. RISK OF LOSS; TITLE
5. SHIPMENT
6. TAXES; EXPORT COMPLIANCE
7. LIMITED WARRANTY
8. INSPECTION AND ACCEPTANCE
9. REPAIR, SERVICE, AND CALIBRATION
10. FORCE MAJEURE
11. BUYER SPECIFICATIONS AND USE OF GOODS
12. INDEMNIFICATION; SAFETY INFORMATION AND USE OF GOODS
13. DESIGN CHANGES
14. SOFTWARE
15. INTELLECTUAL PROPERTY
16. ONLINE SOLUTIONS AND SUBSCRIPTIONS
17. DISPUTE RESOLUTION, ARBITRATION, AND GOVERNING LAW
18. PUBLIC INSTITUTION COMPLIANCE
19. FEDERAL GOVERNMENT ORDERS
20. GOVERNMENT SUPPLY CATALOGS
21. INSURANCE
22. GENERAL PROVISIONS

1. COMMERCIAL PRODUCTS AND SCOPE OF TERMS.  These Terms and Conditions apply to the sale of Seller’s products and services unless otherwise agreed in writing by Seller. Seller manufactures and provides commercial products and services developed for the general marketplace and offers them on the same commercial basis to private, public, and government customers. When Buyer places an order in support of a United States federal government contract or subcontract, Buyer acknowledges that the products and services supplied are commercial items and are sold subject to these standard commercial terms. Seller will accept only those government contract flow-down clauses required by law to apply to suppliers of commercial items, consistent with the principles reflected in Federal Acquisition Regulation (FAR) 52.244-6, unless otherwise agreed in writing by Seller. These Terms govern all sales of products, software, repair services, calibration services, and related services provided by Seller.

2. PAYMENT; DELIVERY.  Payment is due in U.S. Dollars within thirty (30) days from shipment unless otherwise agreed in writing. Charges for services are due upon receipt of invoice. Seller may charge interest on past-due invoices at the maximum rate permitted by law. Buyer shall reimburse Seller for reasonable collection costs, including attorneys’ fees where permitted by law. Delivery dates are estimates and begin once Seller acknowledges receipt of all information required to process the order. Seller may require advance payment if Buyer’s financial condition reasonably indicates payment terms should be modified. If Buyer becomes insolvent or subject to bankruptcy proceedings, Seller may cancel outstanding orders and recover reasonable cancellation costs. Seller may ship goods and collect payment by sight draft where appropriate.

3. ORDER ACCEPTANCE.  Seller’s acceptance of Buyer’s order is conditioned upon Buyer’s agreement to these Terms and Conditions. Seller does not accept additional or different terms contained in Buyer’s purchase order or other documents unless expressly agreed to in writing by an authorized representative of Seller. Seller’s acknowledgement, shipment of goods, or performance of services does not constitute acceptance of conflicting terms proposed by Buyer. Buyer’s acceptance of delivery of goods or services constitutes agreement that these Terms govern the transaction notwithstanding any conflicting terms contained in Buyer documentation. Seller’s failure to object to Buyer’s terms shall not be deemed acceptance of those terms. Buyer purchase orders, procurement forms, or other administrative documents issued as part of Buyer’s internal purchasing process shall be considered administrative instruments for ordering purposes only and shall not modify or replace these Terms and Conditions unless expressly agreed to in writing by an authorized representative of Seller. These Terms and Conditions constitute the complete and exclusive statement of the terms governing the sale of Seller’s goods and services unless otherwise agreed to in writing by Seller.

4. RISK OF LOSS; TITLE.  Risk of loss passes to Buyer when goods are delivered to the carrier unless otherwise agreed. If Buyer selects the carrier or shipment method, Buyer shall pursue claims for loss or damage directly with the carrier. Seller is not responsible for such losses. To the extent permitted by law, title remains with Seller until payment in full is received. Buyer grants Seller a security interest in the goods and agrees to execute documentation necessary to perfect that interest. Seller may reclaim goods if Buyer fails to make payment when due.

5. SHIPMENT.  Unless otherwise agreed in writing, prices are FCA Seller’s facility (INCOTERMS® 2020). Freight, duties, insurance, taxes, and transportation charges are the responsibility of Buyer unless otherwise agreed. Seller may determine the shipment method unless otherwise agreed.

6. TAXES; EXPORT COMPLIANCE.  Buyer shall pay all taxes, duties, or governmental charges related to the sale or use of the goods unless Seller is required by law to collect them. Products may be subject to United States export control regulations. Buyer agrees to comply with all applicable export laws and regulations, including the Export Administration Regulations. Buyer shall provide reasonable end-user or end-use information requested by Seller to support export compliance. Seller may request reasonable information necessary to verify export compliance.

7. LIMITED WARRANTY.  Seller warrants that its goods (excluding software), when used under normal operating conditions and in accordance with applicable documentation, will perform in accordance with published specifications and be free from defects in materials and workmanship for a period of twelve (12) months from the date of shipment, or such longer period as may be stated in applicable product documentation at the time of sale. Certain components may carry different warranty periods, as identified in product documentation (for example, select sensors, pumps, or replacement parts). This warranty does not apply to consumable items (such as fuses or batteries), or to products and components manufactured by third parties, which may be covered by the original manufacturer’s warranty, if any. Calibration services are not covered by a continuing warranty; however, Seller warrants that products meet applicable calibration specifications at the time of manufacture or service. This warranty applies to products that have been properly installed, used, and maintained in accordance with Seller’s instructions. It does not apply to damage resulting from misuse, modification, or service not performed by Seller or an authorized service provider, except as otherwise permitted in product documentation. If a product does not conform to this warranty during the applicable period, Seller will work with Buyer in good faith to repair or replace the product, or provide a refund or credit, as appropriate. Except as expressly stated above, no additional warranties are provided, and any implied warranties are limited to the duration of this warranty to the extent permitted by applicable law. To the extent permitted by law, Seller will not be responsible for indirect or consequential damages. Seller’s total liability arising out of the sale of its products or services will not exceed the amount paid for the product or service giving rise to the claim. Nothing in this section is intended to limit rights that cannot be waived under applicable law.

8. INSPECTION AND ACCEPTANCE.  Buyer shall inspect goods or services within fifteen (15) days after receipt or completion. Failure to provide written notice of nonconformity within this period constitutes acceptance. Orders may not be cancelled or modified without Seller’s written approval.

9. REPAIR, SERVICE, AND CALIBRATION.  Seller provides commercial repair and calibration services for its products at Seller’s facilities or, where applicable, at customer locations. These services are standard commercial services performed in accordance with Seller’s established technical procedures and quality systems.

Unless otherwise agreed in writing:
• Services are performed on a commercial fixed-price basis
• No labor-hour breakdown or engineering task structure applies
• Calibration confirms instrument performance at the time the service is performed

Repair or calibration services do not extend product warranties unless explicitly stated. Seller may decline to perform service on equipment that has been modified, damaged, contaminated, or otherwise determined to be unsafe or unsuitable for service. Returned items require advance authorization through Seller’s Return Material Authorization (RMA) process. Products returned to Seller must reference a valid RMA number and follow Seller’s return instructions. Seller may refuse delivery of equipment returned without a valid RMA number. Buyer must disclose hazardous conditions or contamination associated with returned equipment. Seller’s diagnostic methods, repair techniques, calibration procedures, firmware tools, and related service documentation constitute proprietary and confidential information of Seller. Service reports and calibration certificates provided to Buyer reflect results but do not disclose internal service methodologies.

10. FORCE MAJEURE.  Seller shall not be liable for delays or failure to perform caused by events beyond Seller’s reasonable control including war, armed conflict, terrorism, civil unrest, pandemics, governmental actions, natural disasters, fires, equipment failures, transportation disruptions, labor disputes, or shortages of materials or components. Seller will make reasonable efforts to resume performance as soon as practicable.

11. BUYER SPECIFICATIONS AND USE OF GOODS.  Buyer is responsible for the accuracy and suitability of any specifications, requirements, or instructions provided to Seller, and for the integration and use of the goods in Buyer’s systems or applications. Seller shall not be responsible for claims, damages, or liabilities arising from Buyer-provided specifications, modifications, or the integration of the goods into other equipment or systems. To the extent permitted by law, Buyer agrees to defend and indemnify Seller against third-party claims arising from such specifications, modifications, or integration.

12. INDEMNIFICATION; SAFETY INFORMATION AND USE OF GOODS.  Seller shall indemnify and hold Buyer, its officers, directors, employees, consultants, agents, affiliates, successors, permitted assigns, and Buyer’s customers harmless from and against third-party damages, losses, liabilities, and expenses (including reasonable attorneys’ fees awarded by a court of competent jurisdiction) arising out of claims directly attributable to: (i) Seller’s intentional misconduct or negligence in the design or manufacture of the Goods; (ii) Seller’s material breach of this Order; or (iii) Seller’s violation of applicable laws or regulations to the extent such violation arises from Seller’s performance under this Order. Seller’s indemnification obligations apply only to the extent a claim is caused by Seller and shall not apply to the extent any claim arises from (a) the negligence, willful misconduct, modifications, misuse, or improper handling of the Goods by Buyer or its customers, or (b) any specifications, designs, or instructions furnished by Buyer or its customers. Seller shall have no obligation to indemnify Buyer to the extent a claim is finally determined by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of Buyer.

13. DESIGN CHANGES.  Seller reserves the right to make changes to product design, materials, components, or specifications without notice, provided such changes do not materially affect the form, fit, or function of the product. Seller is not obligated to update, retrofit, or replace products previously delivered.

14. SOFTWARE.  Unless subject to a separate software license agreement, Seller grants Buyer a limited, nonexclusive, and nontransferable license to use any software or firmware provided with the goods solely as necessary to operate such goods. All software and firmware remain the proprietary property of Seller or its licensors. Software is provided “AS IS,” except that Seller will replace defective media, if applicable, reported within ninety (90) days from shipment. If a separate software license agreement applies, the terms of that agreement will govern the use of the applicable software.

15. INTELLECTUAL PROPERTY.  All intellectual property rights in Seller products, software, firmware, designs, documentation, and related materials remain the exclusive property of Seller or its licensors. Buyer receives only the limited rights necessary to use the purchased products.

16. ONLINE SOLUTIONS AND SUBSCRIPTIONS.  Certain products may include subscription-based services or cloud-enabled solutions. Use may require acceptance of Seller’s Terms of Use and Privacy Policy. Subscriptions may renew automatically unless cancelled prior to renewal. Fees will be based on Seller’s then-current pricing.

17. DISPUTE RESOLUTION, ARBITRATION, AND GOVERNING LAW.  Except for actions relating to non-payment, intellectual property rights, or equitable relief, disputes arising from these Terms may be resolved through binding arbitration under the rules of the American Arbitration Association. Unless otherwise agreed, arbitration shall occur in Minneapolis, Minnesota. These Terms shall be governed by the laws of the State of Minnesota. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18. PUBLIC INSTITUTION COMPLIANCE.  Certain buyers, including federal agencies and public institutions, may be subject to statutory procurement restrictions. Where a provision of these Terms is prohibited by law governing such Buyer, the parties agree that the provision will be modified only to the extent necessary to comply with applicable law while preserving the original commercial intent as closely as possible.

19. FEDERAL GOVERNMENT ORDERS.  If goods are supplied in connection with a U.S. federal government contract, Seller can only comply with flow-down clauses applicable to commercial item suppliers consistent with FAR 52.244-6. Any additional clauses will be reviewed and must be agreed to in writing. Buyer remains responsible for its government contract compliance.

20. GOVERNMENT SUPPLY CATALOGS.  Buyer may not list Seller products on GSA or other government procurement vehicles without Seller approval. Buyer may not issue Letters of Supply for such listings without Seller authorization.

21. INSURANCE.  Seller maintains commercially reasonable insurance consistent with industry practice. Seller is not required to provide certificates of insurance, additional insured status, or waivers of subrogation unless expressly agreed in writing by an authorized representative of Seller.

22. GENERAL PROVISIONS.  This document does not constitute acceptance of an offer. All orders are subject to acceptance by Seller. Seller may correct clerical or typographical errors in this document. These Terms govern the sale of Seller’s goods and services unless otherwise agreed in writing by an authorized representative of Seller. If any provision of these Terms is determined to be unenforceable, the remaining provisions will remain in full force and effect.

Rev. 04/21/2026