Terms of Sale & Service

These Terms and Conditions govern the sale of products, software, and services provided by Mesotech International, Inc. (“Mesotech”). By placing an order, accepting a quotation, or using our services or software platforms, you agree to be bound by these Terms. Additional or conflicting terms proposed by the customer do not apply unless expressly agreed to in writing by an authorized Mesotech representative.

Please review the full Terms and Conditions linked below. If you have questions, contact your Mesotech representative before proceeding with a purchase or service engagement.

 

Terms & Conditions of Sale

Premium Support/Weather Camera Subscription Agreement

RapidShip Parts Exchange Program

 

Terms & Conditions of Sale

Any person or entity ("Buyer", "you" or "your") who wants to purchase the Airport Weather Advisor® system, parts, components, integrated software, communications systems, and any other related systems thereof, which together comprise an automated weather observing system (AWOS) (the "System"), or any installation, inspection, service, repair, maintenance, upgrade, movement, removal, and/or other services on the Systems, which you shall exclusively procure from us in connection with any sale of Systems (the "Services"), from Mesotech International, Incl. ("Seller", "we", "us", or "our") must accept these Terms and Conditions of Sale ("Terms") without change.

1. ACCEPTANCE:
All purchase orders ("PO") accepted by us are subject to these Terms. These Terms prevail over any of your general terms and conditions of purchase, whether included in your PO or otherwise and regardless of when you submit a PO or other terms. Our accompanying order, invoice, quotation, or other sales confirmation document (the "Sales Confirmation") and these Terms comprise the entire agreement between the parties, and supersede all prior or contemporaneous agreements, understandings, and/or communications. If your PO is expressly conditional upon our adherence to your terms and conditions, then these Terms shall operate as a counteroffer, expressly conditioned upon your acceptance of these Terms. Your acceptance of the System or Services provided hereunder shall constitute your acceptance of these Terms, in which you thereafter relinquish and/or waive any right to limit acceptance or objection to these Terms under the Uniform Commercial Code.

2. DELIVERY:
The System will be made available to you at our location, as set out in the applicable Sales Confirmation ("Seller's Location") within a reasonable time after receipt of your PO. We shall not be liable for any delays, loss or damage in transit. We shall use reasonable efforts to meet any performance dates to render the Services specified in the Sales Confirmation. Notwithstanding anything to the contrary contained in these Terms, we may, from time to time change the Services without your consent provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Sales Confirmation.

3. SHIPPING TERMS; TITLE; RISK OF LOSS:
Unless agreed by both parties in writing, delivery shall be made EXW Seller's Location, Incoterms 2020. Title and risk of loss passes to you when the Systems are made available to the carrier at Seller's Location. As collateral security for the payment of the Price, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Systems, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the California Uniform Commercial Code.

4. INSPECTION; REJECTION OF NON-CONFORMING SYSTEMS:
You shall have five (5) business days after delivery of the System (the "Inspection Period"), to inspect and either accept or reject them. Your failure to inspect the System within the Inspection Period shall waive your right of inspection and constitute an irrevocable acceptance of the System. If you wish to reject any nonconforming System, you must immediately (and in any event, within the Inspection Period) notify us in writing, identifying all alleged nonconformities and the portion(s) of the shipment being rejected. Your failure to give such notice within the Inspection Period shall waive your right to any and call claims for nonconforming System and constitute an irrevocable acceptance of the System.

5. PRICE:
The price of the System or Services is the price stated in a Sales Confirmation (the "Price"). Unless otherwise agreed in writing, the Price shall be in U.S. dollars. We reserve the right to pass on surcharges and other adjustments related to changes in the prices of raw materials, components, parts, production, labor, storage, transport, fuel, or permitting, and to make corrections in Sales Confirmations due to typographical, engineering or other errors, or resulting from incomplete or inaccurate information supplied by you. You shall be responsible for all taxes or governmental charges imposed upon the sale or transfer of Systems. Your failure to pay such taxes or governmental charges shall be considered a breach of these Terms.

6. PAYMENT TERMS:
Unless otherwise agreed upon in writing, payment is due within thirty (30) days from the date of our invoice. You shall pay interest on all late payments at the lesser of 1.5% per month (18% per year) or highest rate permitted by law. You shall reimburse us for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. We shall be entitled to suspend the delivery of any Systems if you fail to pay any amounts when due.

7. SETOFF:
You shall have no right to claim compensation or set off against any amounts payable to us under these Terms.

8. LIMITED WARRANTY:
Unless we agree in writing, all Systems shall be produced in accordance with our standard practices. All material, including that produced to meet an exact specification, shall be subject to tolerances and variations consistent with the usages of the trade and industry practices. We make certain limited warranties regarding the Systems solely to and for your benefit. Our limited warranty will be made available in a written warranty statement with the System, which is subject to change by us from-to-time with commercially reasonable notice to you. Supplier's liability for Systems under any warranty is limited to the remedies available in Supplier's warranty statement. We further warrant that the Services shall be performed: (a) in accordance with these Terms; (b) using personnel of required skill, experience and qualifications; and (c) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. WE ASSUME NO RESPONSIBILITY FOR YOUR DESIGNS, DRAWINGS, PLANS, OR SPECIFICATIONS. THIS LIMITED WARRANTY IS MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE; WHETHER EXPRESS OR IMPLIED, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

9. INDEMNIFICATION:
You shall defend, indemnify and hold harmless Seller, its subsidiaries, affiliates, successors or assigns and their respective directors, officers, shareholders and employees (collectively, "Indemnitees") against any claims, losses, judgements, penalties, fines, interest, reasonable attorney and professional fees, or costs of any kind suffered or incurred by an Indemnitee (collectively, "Claims" and individually, a "Claim") directly or indirectly arising from: (a) your specifications; (b) any asserted deficiencies or defects in the Systems caused by any alteration or modification thereof by you with or without our consent; (c) your improper handling or storage of the Systems; (d) your negligence, willful misconduct or breach of these Terms, (e) your failure to label or improper labeling of the Systems, regardless of whether the labeling was done with or without our input; or (f) any act or omission by you, including, but not limited to, any Claims for or resulting from any injury to person (including death), damage to property (including loss of use thereof and consequential damages therefrom), or for economic loss.

10. INSURANCE:
During the term of any PO and for one (1) year thereafter, you shall, at your own expense, maintain and carry insurance in full force and effect, including commercial general liability in a sum no less than $1MM per occurrence and $2MM aggregate, purchasers must add Mesotech International, Inc. as an additional insured under their GL policies with financially sound and reputable insurers. Upon our request, you shall provide us with a valid certificate of insurance from your insurer. You shall provide us with 30 day's advance written notice in the event you cancel or materially change your insurance policy.

11. COMPLIANCE WITH LAW:
You shall fully comply with all applicable laws and regulations in connection with the purchase and sale of the Systems. You warrant that you have, and shall maintain in effect, all licenses, permissions, authorizations, consents and permits required to carry out your obligations under these Terms.

12. TERMINATION:
Upon your submission of a PO or acceptance of the Systems or Services, you represent that you are not insolvent. You are considered insolvent if (a) you fail to pay in accordance with these Terms or (b) your liabilities exceed the value of your assets in accordance with generally accepted accounting principles. You shall immediately notify us if you become insolvent before the delivery of the Systems or performance of Services. If you become insolvent or otherwise have not performed or complied with any of these Terms, in whole or in part, we may stop delivery of the Systems or performance of the Services and/or terminate, in whole or in part, every supply and services agreement between the parties. Upon termination, we shall no longer have any obligation to you under these Terms, but in no event shall termination discharge you of your obligations under these Terms or any supply agreement between the parties.

13. LIMITATION OF LIABILITY:
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO SELLER PURSUANT TO THESE TERMS IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. WAIVER:
The failure of either party to enforce at any time any of the provisions of these Terms, irrespective of any previous action or proceedings taken by it, shall in no way be considered (a) to waive such provisions, (b) to affect the validity of these Terms, or (c) to preclude or prejudice the parties from exercising the same or any other rights it may have hereunder.

15. CONFIDENTIALITY & INTELLECTUAL PROPERTY:
Each party will (a) keep all of the other party's Confidential Information confidential and disclose it only to its employees who need to know such information in order to supply Systems to Buyer under a PO and (ii) use the other party's information solely for the purpose of purchasing or supplying Systems. "Confidential Information" means all information provided by a party or its representatives or subcontractors in connection with a PO, including, but not limited to, specifications, programs, Systems data, formulas, compositions, patterns, plans, drawings, documents, designs, sketches, photographs, samples, prototypes, manufacturing, packaging, shipping methods, and processes. Unless otherwise agreed to in writing, no right, title, or interest in and to any development, invention, or work of authorship, conceived or developed by Seller during the course of performance hereunder, is conveyed to Buyer. Seller does not grant to Buyer, and nothing contained herein will obligate or be construed to obligate Seller to grant to Buyer, any license under any patents or other intellectual property owned by Seller. Except for data customarily provided for quality control purposes (which Buyer will keep confidential and use solely for such purposes), Seller shall not be required to deliver any data concerning its manufacturing processes, unless such data has been funded in whole by Buyer.

16. FORCE MAJEURE:
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms, when and to the extent such party's (the "Impacted Party") failure or delay is caused by or results from the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; or (e) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within seven thirty (30) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

17. ASSIGNMENT:
You shall not assign, transfer, delegate or subcontract any of your rights or obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this clause shall be null and void.

18. AMENDMENTS:
No changes to these Terms are binding unless it is in writing and signed by one of our authorized representatives.

19. RELATIONSHIP OF THE PARTIES:
The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

20. GOVERNING LAW; DISPUTE RESOLUTION:
All matters arising out of or relating to these Terms shall be governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action or proceeding arising out of or relating to these Terms shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the City of Sacramento and County of Sacramento, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

21. CUMULATIVE REMEDIES:
The rights and remedies under these Terms are cumulative and in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

22. NOTICES:
All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the relevant Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), e-mail, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

Except as otherwise provided in these Terms, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this clause.

23. SEVERABILITY:
If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

24. Government Orders.
The parties acknowledge that where Systems sold or Services performed under this Agreement are pursuant to orders from the U.S. Government, or prime contractors contracting with the U.S. Government (both referred to here as "Government Contract(s)"), the provisions of the Federal Acquisition Regulations ("FAR") and/or Defense Federal Acquisition Regulations Supplement ("DFARS") incorporated into said Government Contracts may apply to this Agreement. Seller will only accept such provisions if: (a) Buyer provides Seller with written notice of the particular Government Contracts for which Buyer intends to use the Systems or Services; (b) Buyer provides Seller with written notice of the specific FAR and/or DFARS provisions that Buyer believes apply to Seller; and (c) Seller accepts compliance with said FAR and/or DFARS clauses in writing.

25. SURVIVAL:
Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms, including, but not limited to, clauses: 7 (SETOFF), 9 (INDEMNIFICATION), 10 (INSURANCE), 15 (CONFIDENTIAL INFORMATION & INTELLECTUAL PROPERTY), 20 (GOVERNING LAW; DISPUTE RESOLUTION).

 

Premium Support/Weather Camera Subscription Agreement

This Premium Support & Weather Camera Subscription Agreement (the "Agreement") is entered into between Mesotech ("Provider") and the airport facility ("Customer") as identified in the accompanying order form.

1. SUBSCRIPTION SERVICES

1.1 Service Description:
Provider agrees to provide Customer with Premium Support (Tier2) proactive system monitoring and weather camera services, including active system monitoring, installation, maintenance, and image access for the duration of this Agreement.

1.2 Equipment:
The subscription includes an Axis camera system to be installed at Customer's facility.

1.3 Proactive System Monitoring:
Includes support engineer assigned within 1 hour of issue notification via Mesotech AWOS Live monitoring or Customer contact during Mesotech business hours (8AM-4PM Pacific).

1.4 Customer Success:
Customer will be assigned a dedicated Customer Success Coordinator and access to Mesotech Knowledge Base at: support.mesotech.com.

1.5 Term:
This Agreement shall remain in effect for a period of five (5) years from the date of installation ("Term").

2. FEES AND PAYMENT

2.1 Subscription Fee:
Customer agrees to pay an annual subscription fee of $1,200.00 USD, plus cellular service if needed.

2.2 Setup Fee:
A one-time setup fee of $2,500.00 USD will be charged upon execution of this Agreement.

2.3 Payment Schedule:
Subscription fees shall be billed annually in advance through automatic billing using Mesotech's automated system. Mesotech will pro-rate and align billing with any other ongoing invoices: ex. NADIN, Maintenance, etc.

2.4 Late Payment:
Provider reserves the right to temporarily deactivate services in the event of non-payment until payment is received.

3. TRIAL PERIOD

3.1 Trial Guarantee:
Customer is entitled to a 90-day trial/guarantee period from the date of installation.

3.2 Termination During Trial:
If Customer elects to terminate services during the trial period, Customer shall be financially responsible for all costs associated with returning the equipment to Provider.

3.3 Deactivation Process:
Upon trial period termination, the system will be deactivated but may remain in place until the next scheduled triannual maintenance visit, at which time it may be disassembled by an authorized technician.

4. MAINTENANCE AND SUPPORT

4.1 Scheduled Maintenance:
All maintenance will be performed exclusively during regularly scheduled triannual maintenance visits.

4.2 Out-of-Cycle Maintenance:
Provider will not conduct any out-of-cycle maintenance visits. Any required maintenance will be addressed during the next scheduled maintenance visit.

4.3 Support Contact:
Customer's designated maintainer shall serve as the primary hands-on contact for all service-related matters, not Provider.

5. EQUIPMENT OWNERSHIP AND WARRANTY

5.1 Ownership:
Customer shall own the camera equipment upon full payment of the setup fee.

5.2 Warranty:
The Axis camera is covered by a manufacturer's warranty for a period of five (5) years from the date of installation, subject to Axis standard warranty terms available at https://www.axis.com/support/warranty.

5.3 Shipping Costs:
Customer shall be responsible for all shipping and handling costs associated with the equipment, including costs related to warranty service and returns.

6. SERVICE LIMITATIONS

6.1 System Requirements:
System monitoring and weather camera are dependent on Customer maintaining active internet access to AWOS and Weather camera independently in addition to active NADIN service.

6.2 Cellular Service:
Provider is not responsible for any cellular service coverage issues, outages, or related connectivity problems.

6.3 Local Network:
If the weather camera uses the Customer's local network service, Provider is not responsible for issues, outages, or troubleshooting related to the local network.

6.4 Force Majeure:
Provider shall not be liable for any failure or delay in performance due to circumstances beyond reasonable control.

7. DATA RIGHTS AND PRIVACY

7.1 Data Access:
Provider retains the right to access, retain, modify, and share all visual images and associated data collected by the weather camera system.

7.2 Data Distribution:
Provider may distribute collected data and images to the Federal Aviation Administration (FAA) and use such data for distribution to other parties and internal purposes without additional compensation to Customer.

8. TERMINATION

8.1 Early Termination:
This Agreement may not be terminated before the end of the Term except as provided in Section 3 regarding the trial period.

8.2 Consequences of Termination:
Upon termination of this Agreement for any reason, Provider shall deactivate the weather camera system.

9. GENERAL PROVISIONS

9.1 Entire Agreement:
This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof.

9.2 Governing Law:
This Agreement shall be governed by the laws of California, USA, without regard to its conflict of law principles.

9.3 Amendments:
Any modifications to this Agreement must be in writing and signed by both parties.

9.4 Liability and Indemnification:
Mesotech is not liable for any damages arising from the use of the Equipment or the data provided. Customer agrees to indemnify and hold Mesotech harmless from any claims arising out of Customer's use of the camera feed.

9.5 Assignment:
Neither party may assign this Agreement without the prior written consent of the other party.

Mesotech RapidShip Parts Exchange Program

1. Program Overview
The Mesotech Rapid Ship Parts Exchange Program ("Program") provides subscribers with guaranteed 3-business-day delivery of factory-refurbished replacement components for Airport Weather Advisor® AWOS systems. This Program is designed to minimize system downtime through expedited parts exchange and streamlined logistics.

2. Program Benefits

  • Guaranteed Delivery: Replacement parts ship within 3 business days of approved request

  • Priority Access: Pre-positioned inventory of critical components

  • Simplified Exchange: Receive replacement part first, return failed component afterward

  • Factory Refurbished Quality: All replacement parts meet Mesotech factory specifications

  • Predictable Costs: Fixed annual subscription fee with no additional parts costs for covered components

3. Covered Components
The Program covers factory-refurbished replacement of the following AWOS system components:

  • Wind sensors and assemblies

  • Temperature and humidity sensors

  • Barometric pressure sensors

  • Visibility sensors

  • Ceilometer components

  • Precipitation sensors

  • System processors and controllers

  • Communication equipment and interfaces

  • Power supplies and electrical components

4. Excluded Components
The following components are NOT covered under this Program:

  • Lightning detection sensors and lightning sensor assemblies

  • Weather camera equipment (unless specifically added to subscription)

  • Consumable items (batteries, fuses, filters, etc.)

  • Mounting structures, towers, and civil infrastructure

  • Cabling and wiring (unless integral to a covered component)

5. Exclusions and Limitations
Mesotech is not responsible for parts replacement or system damage resulting from:

Force Majeure Events

  • Lightning strikes and electrical surge damage

  • Flooding, hurricane, tornado, or severe weather damage

  • Earthquakes, fires, or other natural disasters

  • Acts of war, terrorism, or civil unrest

  • Vandalism, theft, or intentional damage

Improper Use or Maintenance

  • Damage caused by improper installation or maintenance

  • Modifications or repairs by unauthorized personnel

  • Failure to follow Mesotech maintenance procedures

  • Operation outside specified environmental parameters

  • Neglect or abuse of equipment

Third-Party Causes

  • Damage from aircraft impact or ground vehicle collision

  • Construction or excavation damage

  • Power grid failures or voltage irregularities beyond equipment specifications

  • Telecommunications or network failures

6. Program Terms

  • Subscription Period: Annual subscription renewing automatically unless cancelled with 30 days written notice prior to renewal date.

  • Geographic Coverage: Program available for AWOS installations within the continental United States, Alaska, and Hawaii. International locations may be accommodated with adjusted delivery timelines and fees.

  • Eligibility: AWOS system must be a Mesotech Airport Weather Advisor® installation. System must be under active AWA® AWOS Live Premium support plan.

7. Parts Exchange Process

Requesting Replacement Parts

  • Subscriber contacts Mesotech Technical Support via phone or email

  • Mesotech diagnoses issue and approves parts exchange request

  • Mesotech may require photographic documentation of the failed component to assess eligibility for no-cost exchange

  • Replacement part ships within 3 business days of approval

  • Tracking information provided upon shipment

Part Eligibility Assessment
Components may be deemed ineligible for no-cost exchange if photographic or physical inspection reveals:

  • Physical damage from impact, collision, or mishandling

  • Evidence of improper installation or unauthorized modifications

  • Corrosion or deterioration from lack of proper maintenance

  • Damage consistent with causes listed in Section 5 (Exclusions and Limitations)

  • Serial number tampering or removal

  • Burn marks or damage from electrical surge or lightning

  • Water damage from flooding or improper weatherproofing

Mesotech reserves the right to assess additional charges for replacement parts that fail due to improper use, maintenance, or conditions outside normal operational parameters.

Returning Failed Parts

  • Failed component must be returned within 30 days of receiving replacement

  • Component must be returned in condition suitable for refurbishment

  • If returned component reveals ineligible damage not disclosed during request, subscriber may be charged for replacement part

  • Failure to return component may result in additional charges

8. Part Ownership and Refurbishment

  • All replacement parts remain property of Mesotech until failed component is returned

  • Returned components become property of Mesotech for refurbishment or disposal

  • Replacement parts are factory-refurbished to meet original specifications

  • Mesotech warrants refurbished parts to function equivalent to new components

9. Service Requests and Response

  • Business Hours: Monday through Friday, 8:00 AM to 5:00 PM Pacific Time, excluding federal holidays

  • Response Time: Mesotech will acknowledge parts requests within 4 business hours during business hours

  • Delivery Timeline: 3-business-day delivery begins upon request approval and applies to standard shipping methods

  • Expedited Shipping: Available at additional cost for critical situations requiring faster delivery

10. Limitations of Liability
Mesotech's total liability under this Program shall not exceed the annual subscription fee paid by the subscriber. Mesotech is not liable for:

  • Consequential damages including lost revenue or operational delays

  • Costs associated with temporary equipment rental or alternative arrangements

  • Third-party claims arising from system downtime

  • Damages exceeding the scope of covered components

11. Warranty
Replacement parts carry a 90-day warranty from date of installation. This warranty covers defects in materials and workmanship but does not extend to damage from causes listed in Section 5 (Exclusions and Limitations).

12. Payment Terms

  • Annual subscription fee due upon enrollment and at each renewal

  • Late payments may result in suspension of Program benefits

  • Fees are non-refundable except as required by law

13. Program Modifications
Mesotech reserves the right to modify Program terms, covered components, or pricing with 60 days written notice to subscribers. Subscribers may cancel upon receiving notice of material changes without penalty.

14. Cancellation

  • By Subscriber: 30 days written notice required. No refund of annual fees for partial subscription periods.

  • By Mesotech: Mesotech may terminate subscription for non-payment, breach of terms, or if system is no longer serviceable. Prorated refund provided if terminated by Mesotech.

15. Dispute Resolution
Any disputes arising from this Program shall be resolved through binding arbitration in Sacramento County, California, in accordance with the rules of the American Arbitration Association.

16. Governing Law
This Program is governed by the laws of the State of California without regard to conflict of law principles.

17. Entire Agreement
These Terms and Conditions constitute the entire agreement between Mesotech International, Inc. and the subscriber regarding the Rapid Ship Parts Exchange Program and supersede all prior agreements or understandings.

SUBSCRIBER ACKNOWLEDGMENT
By enrolling in the Mesotech Rapid Ship Parts Exchange Program, subscriber acknowledges having read, understood, and agreed to these Terms and Conditions.