MAS - In-Situ, Inc. - 47QSWA23D001X

GENERAL SERVICES ADMINISTRATION

FEDERAL ACQUISITION SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE CATALOG/PRICE LIST

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order is available through GSA Advantage!, a menu-driven database system. The INTERNET address for GSA Advantage! is http://www.gsaadvantage.gov

SCHEDULE TITLE: Multiple Award Schedule

CONTRACT NUMBER: 47QSWA23D001X

CONTRACT PERIOD: December 14, 2022 – December 13, 2027

For more information on ordering from Federal Supply Schedules click on the GSA Schedules link at www.gsa.gov

CONTRACTOR’S ADMINISTRATION SOURCE:

BUSINESS SIZE: Small

Socioeconomic Indicators: None

CUSTOMER INFORMATION:

1a. TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINs)

1c. HOURLY RATES: (Services Only) N/A

2. MAXIMUM ORDER*:

*Ordering activities may request a price reduction at any time before placing an order, establishing a BPA, or in conjunction with the annual BPA review. However, the ordering activity shall seek a price reduction when the order or BPA exceeds the simplified acquisition threshold. Schedule contractors are not required to pass on to all schedule users a price reduction extended only to an individual ordering activity for a specific order or BPA.

3. MINIMUM ORDER: $10.00

4. GEOGRAPHIC COVERAGE: Domestic, 50 states, Washington, DC, Puerto Rico, US Territories and to a CONUS port or consolidation point for orders received from overseas activities

5. POINT(S) OF PRODUCTION: Australia (AU) and United States (US).

6. DISCOUNT FROM LIST PRICES: GSA Net Prices are shown on GSA Advantage. Negotiated discount has been applied and the IFF has been added.

7. QUANTITY DISCOUNT(S): None

8. PROMPT PAYMENT TERMS: Net 30. Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions.

9.a Government Purchase Cards must be accepted at or below the micro-purchase threshold.

9.b Government Purchase Cards are accepted above the micro-purchase threshold. Contact contractor for limit.

10. FOREIGN ITEMS: Yes

11a. TIME OF DELIVERY: 30DARO

11b. EXPEDITED DELIVERY: Contact Contractor

11c. OVERNIGHT AND 2-DAY DELIVERY: Contact Contractor

11d. URGENT REQUIRMENTS: Customers are encouraged to contact the contractor for the purpose of requesting accelerated delivery.

12. FOB POINT: Destination

13a. ORDERING ADDRESS: Same

13b. ORDERING PROCEDURES: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s) are found in FAR 8.405-3

14. PAYMENT ADDRESS: Same

15. WARRANTY PROVISION/ RETURN POLICY:

a. For the purpose of this contract, commitments, warranties include, in addition to those agreed to for the entire schedule contract:

In-Situ® Inc., (In-Situ) warrants that all new products manufactured by it shall be free from defects in materials and workmanship as follows:

· Five (5) years: Rugged Interface Meter (except probe); Rugged Water Level Tape 200

· Three (3) years: BaroTROLL® Data Logger; Level TROLL® 400 Data Logger; Level TROLL® 500 Data Logger; Level TROLL 700 Data Logger; Level TROLL 700H Data Logger; RDO® PRO-X Probe; Rugged Conductivity/Level/Temperature Meter; Rugged Mini Interface Meter (except probe); Rugged Mini Water Level Tape 200; Rugged Water Level Tape 100

· Two (2) years: Aqua TROLL® 100 Data Logger; Aqua TROLL 200 Data Logger; Aqua TROLL 400 Multiparameter Instrument; RDO-X Sensor Cap; RuggedCable® System with titanium twist-lock connectors; Rugged BaroTROLL Data Logger; Rugged TROLL® 100 Data Logger; Rugged TROLL 200 Data Logger; smarTROLL™ Multiparameter Handheld Instrument; smarTROLL™ RDO® Handheld Instrument

· One (1) year: Rugged TROLL 200 Direct-Read Cable; Rugged TROLL Com Device; Rugged Mini Interface Meter Probe; Rugged Interface Meter Probe; smarTROLL™ Battery Pack; smarTROLL™ Cable; Con TROLL PRO Systems (AC, AC-L, and DC-L models); TROLL Link Telemetry Systems; and all other products not specifically listed

· Ninety (90) days: Ion Selective Electrodes (ISEs); all accessories; sealed batteries (subject to In-Situ, at its option, replacing product or providing an external battery pack); any products purchased for rental to other end-users

· None: Calibration systems; chemical solutions; consumables (including replaceable batteries); software; third-party handheld PCs The foregoing warranties are only valid under the following conditions:

1. The warranty period for all products begins on the day the product is shipped to the customer or distributor.

2. The product must be owned by the original purchaser and must be in use by the original purchaser. The warranties are void upon sale or transfer of the product. The warranties are limited as set forth above in the event that the product is purchased for rental or lease to, or use by, others.

3. The product must be properly installed and operated in accordance with the instruction manuals provided by, or available through, In-Situ Inc.

4. The product must be properly maintained in accordance with the instruction manuals provided by, or available through, In-Situ Inc.

5. The product must be operated within the design specifications for the product.

Warranty Procedure:

1. In-Situ Inc.’s Customer Service staff must be contacted for a Return Materials Authorization (RMA) number and shipping instructions prior to shipment to In-Situ Inc.

2. The product must be shipped, postage prepaid, to In-Situ and must show the RMA number on the inside and outside of the package.

3. In-Situ will repair, or, at its option, replace at no charge, components that have proven to be defective during the applicable warranty period, LIMITATIONS

These warranties do not apply to any product that has been damaged by negligence, accident or misuse by any person. These warranties do not apply to any product that has been damaged by acts beyond In-Situ Inc.’s control, including damage caused by lightning strikes, volcanic eruptions, earthquakes, flooding, wind, snow, hail, and other weather related elements. In addition, these warranties do not apply to any product that has been repaired, altered, serviced, or modified by an unauthorized person.

THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH EXTEND BEYOND THE FACE HEREOF; IN-SITU MAKES NO WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE.

IN-SITU INC.’S ENTIRE OBLIGATION AND LIABILITY UNDER THIS WARRANTY IS EXPRESSLY LIMITED TO EITHER REPAIRING AND REPLACING, AT IN-SITU INC.’S OPTION, ANY PRODUCT FOUND TO BE DEFECTIVE OR OTHERWISE NOT IN CONFORMITY WITH THIS WARRANTY. THE OBLIGATION TO REPAIR OR REPLACE SHALL TERMINATE WHEN THE WARRANTY PERIOD EXPIRES.

UNLESS OTHERWISE PROHIBITED BY LAW, IN-SITU INC.’S MAXIMUM LIABILITY IN DAMAGES TO CUSTOMER, FROM WHATEVER SOURCE, INCLUDING ANY BREACH OF CONTRACT OR WARRANTY, SHALL BE LIMITED TO THE DIFFERENCE BETWEEN THE DELIVERY PRICE OF THE PRODUCT AND THE MARKET PRICE OF SUCH PRODUCT AT CUSTOMER’S DESTINATION AT THE TIME OF SUCH BREACH. IN NO EVENT SHALL IN-SITU BE LIABLE FOR PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF PROFIT, DELAY OR ANY PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER ARISING FROM CONTRACT, BREACH OF CONTRACT, TORT, IN-SITU INC.’S NEGLIGENCE, STRICT LIABILITY OR THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY.

b. Software License Software License Any product which contains software written by In-Situ shall be subject to the following terms and conditions relating to the use of the software.

1. Grant of License. In consideration of payment of the License Fee, which is a part of the price paid for the product as evidenced by the payment receipt (the “Receipt”), IN-SITU, hereby, grants to the customer (“Licensee”), a nonexclusive right to use and display In-Situ Inc.’s SOFTWARE and HARDWARE. The License granted covers all users on the above-mentioned SOFTWARE and HARDWARE. IN-SITU reserves all rights not expressly granted to Licensee. “SOFTWARE” means the software purchased by Licensee, together with the names Win-Situ® and Win-Situ® Mobile, which are owned exclusively by IN-SITU. “HARDWARE” means the magnetic or physical media on which the software is recorded, including compact disks or computer chips.

2. Ownership of the Software. As the Licensee, Licensee owns HARDWARE on which the SOFTWARE is originally or subsequently recorded or fixed. IN-SITU retains the title and ownership of the SOFTWARE and all subsequent copies of the SOFTWARE, regardless of the form or media in or on which the original and other copies may exist. This License is not a sale of the original SOFTWARE or any copy, thereof.

3. Copy Restrictions. SOFTWARE and the accompanying written materials are copyrighted. Unauthorized copying of SOFTWARE including SOFTWARE that has been modified, merged or included with other software, or the written materials provided herewith, is expressly forbidden. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this License. You may copy Win-Situ software for your use only. Copyright notices must be posted on any and all reproduced copies.

4. Use Restrictions. As the Licensee, you may not physically or electronically transfer the Win-Situ Mobile software from one computer to another. You may not distribute copies of any copy of the SOFTWARE or accompanying written materials to others. You may not modify, adapt, translate, reverse engineer, de-compile, disassemble, or create derivative works based on the SOFTWARE or the written materials without the prior written consent of IN-SITU.

5. Transfer Restrictions. The foregoing License to use the SOFTWARE is granted only to the initial purchaser and may not be transferred, except a transfer of all your rights, title and interest in and to the License to another person upon that person’s agreement to abide by the terms and conditions of this License. In no event may you transfer, assign, rent, lease, sell or otherwise dispose of the SOFTWARE on a temporary or permanent basis except as expressly provided herein. All other attempts to transfer the License shall be void.

6. Upgrade Policy. IN-SITU may create, from time to time, upgraded versions of the SOFTWARE. At its option, IN-SITU will make such upgrades available to Licensee and transferees who have paid the upgrade fee, if any, and returned the Registration Card to IN-SITU.

7. Termination. This License is effective until terminated. This License will terminate automatically without notice from IN-SITU if you fail to comply with any provision of this License. Upon termination, you agree to destroy, delete or purge the written materials and all copies of the SOFTWARE, including modified copies, if any.

8. DISCLAIMER OF WARRANTIES. THE SOFTWARE AND ACCOMPANYING MATERIALS (INCLUDING THE USER’S MANUAL) ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF IN-SITU HAS BEEN ADVISED OF THAT PURPOSE. FURTHER IN-SITU DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE OR WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENT REVISION, OR OTHERWISE. IN-SITU SPECIFICALLY DOES NOT WARRANT THE SOFTWARE AFTER YOU ASSUME THE OPERATION. IF THE SOFTWARE OR WRITTEN MATERIALS ARE DEFECTIVE, YOU AND NOT IN-SITU OR ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES, ASSUME THE ENTIRE RISK AND COSTS OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.

9. Defective Disks or Chip. Notwithstanding the disclaimer set forth in 8 above, IN-SITU warrants, to the original Licensee only, that the disk(s) or chip on which the SOFTWARE is recorded is free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of delivery as evidenced by a copy of the Receipt. Some states do not allow limitations on duration of an implied warranty, so the above limitation may not apply.

10. Replacement of Defective Disks or Chip. Licensee must return the defective media to IN-SITU. In-Situ Inc.’s entire liability and the original Licensee’s exclusive remedy under this License is, at In-Situ Inc.’s option, to either (a) refund payment as evidenced by a copy of the Receipt or, (b) replace the disk or chip that does not meet In-Situ Inc.’s limited warranty and which is returned to IN-SITU with a copy of the Receipt. If failure of the disk or chip has resulted from accident, abuse, or misapplication, IN-SITU will have no responsibility to Licensee and this limited warranty will be void. Any replacement disk will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. This warranty gives you limited, specific legal rights. You may have other rights, which vary from state to state.

11. No Right to Rely. No oral or written information or advice given by IN-SITU, its dealers, distributors, agents or employees will create a warranty or in any way increase the scope of In-Situ Inc.’s obligations under this License, and you may not rely on any such information or advice.

12. LIMITATION OF LIABILITY. NEITHER IN-SITU NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE WILL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, POSSIBILITY OF SUCH DAMAGES) OF ANY KIND OR NATURE, REGARDLESS OF THE FORESEABILTY THEREOF.

13. U.S. GOVERNMENT RESTRICTED RIGHTS. THE SOFTWARE AND DOCUMENTATION IS PROVIDED WITH RESTRICTED RIGHTS. USE, DUPLICATION, OR DISCLOSURE BY THE GOVERNMENT IS SUBJECT TO RESTRICTIONS AS SET FORTH IN SUBDIVISION (C)(1)(II) OF THE RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE CLAUSE AT DFARS 252.227-7013 OR SUBPARAGRAPHS (C)(1) AND (2) OF THE COMMERCIAL COMPUTER SOFTWARE – RESTRICTED RIGHTS AT 48 CFR 52.227-19, AS APPLICABLE. CONTRACTOR/MANUFACTURER IS IN-SITU INC., 221 EAST LINCOLN AVENUE, FORT COLLINS, 80524.

14. Governing Law. The laws of the State of Colorado govern this License, without regard to its conflicts of laws provisions.

c. Technical Support.

Technical Support 24-hours/day, 7-Days/week at no charge.

14. Prices Prices include standard packaging in accordance with common carrier requirements. Shipping charges are additional. Prices are subject to change without notice and In-Situ reserves the right to discontinue any items without notice. Applicable federal, state, and local taxes are the responsibility of customer and are not included in the price quoted to customer.

15. Orders and Acceptance In-Situ reserves the right to refuse any and all orders placed by the customer (purchaser) which do not meet In-Situ Inc.’s current ordering terms. The customer must provide In-Situ with a written or facsimile copy of a firm, non-cancelable purchase order for the products and/or services requested to be delivered to the customer by In-Situ Inc. Purchase orders may also be submitted to: insidesales@in-situ.com. The pricing listed on the purchase order must match pricing approved by In-Situ for that order. Once the order is accepted by In-Situ, no price changes will be applicable, unless covered by a separate, written agreement. Issuance of a purchase order by customer means that it has fully accepted all of the terms and conditions, including payment terms, set forth in this document. No other terms or conditions shall be binding upon In-Situ unless covered by separate, written agreement signed by In-Situ. ANY TERMS AND CONDITIONS SET FORTH ON CUSTOMER’S PURCHASE ORDER SHALL BE DEEMED NULL AND VOID AND IN-SITU SHALL NOT BE BOUND BY ANY SUCH TERMS AND CONDITIONS. THE TERMS AND CONDITIONS HEREOF SHALL BE DEEMED TO SUPERSEDE AND REPLACE ANY TERMS AND CONDITIONS SET FORTH IN CUSTOMER’S PURCHASE ORDER.

16. Returns & Cancellations Contact our Customer Service Department for a return authorization and shipping instructions. Authorized returns will be issued a Return Materials Authorization (RMA) number, which must appear on the outside and inside of all parcels containing returned merchandise. All freight must be prepaid by the customer. In-Situ has the right to refuse returns. Accepted returns will be processed according to In-Situ Inc.’s published warranty terms. Refunds will not be issued.

Orders cancelled prior to shipment or after shipment are subject to a restocking fee of 20% of the order price. Items returned must arrive at In-Situ Inc.’s offices within 15 days of original shipment and remain unopened in the original packaging. Custom orders, including cables, will be subject to a cancellation fee of the full purchase price.

17. Payment Terms In-Situ is pleased to extend terms of net 30 days to domestic customers and distributors who have established a credit account with us. If you wish to open a new account, credit applications are available upon request. A bank reference and four trade references are required.

Payments are due in 30 days from the date of the invoice. All past due invoices and uncollected funds shall be charged interest at a rate of 1.5% per month. If a credit card is used for payment of late invoice(s), a 3% surcharge will be added to cover the additional cost. The customer agrees to pay all collection costs, including attorneys’ fees, and penalty charges if collection services on the account become necessary.

All international orders require an irrevocable letter of credit from a US bank or electronic wire transfer of funds with order. Letter of credit and wire transfer fees will be added to the invoice at a rate of $350 and $30 respectively.

18. Shipment We package all products to meet the carrier’s requirements. Equipment is checked prior to shipping and leaves In-Situ in operating condition. Please examine all shipments immediately upon receipt. Notify In-Situ of any shortages. If the shipment is damaged, notify us and file a claim with the carrier immediately. We will advise and assist in any claims to the carrier. All claims must be made within 10 days of receipt of shipment. In the event that no claim is made within 10 days of receipt of shipment, the products shall be deemed to be accepted by customer.

In-Situ is not responsible for delays due to strikes, accidents, carrier, or other problems beyond our control.

19. Calibration & Certification Calibration documentation is provided for Data Loggers and Probes. Stated accuracies reflect maximum allowable deviation from NIST- traceable standard. Individual instrument accuracies may exceed stated accuracies.

20. Repairs All parts and labor charges are billed at a standard flat rate. All necessary parts and labor are covered under this flat rate. Repairs will be completed and invoiced within 60 days of the date we receive authorization for repair. All payments are net 30 days. Repairs are warranted for 90 days. Repair pricing does not include return shipment charges. At our discretion we may use factory-refurbished materials in the repair of all product lines.

21. Disclaimer DUE TO CONTINUING PRODUCT DEVELOPMENT, IN-SITU RESERVES THE RIGHT TO ALTER SPECIFICATIONS WITHOUT PRIOR NOTICE. IN-SITU ALSO RESERVES THE RIGHT TO ALTER TERMS PRIOR TO ACCEPTANCE OF THE ORDER.

22. Blanket Purchase Agreements (BPAs) Federal Acquisition Regulation (FAR) 13.201(a) defines Blanket Purchase Agreements (BPAs) as "...a simplified method of filling anticipated repetitive needs for supplies or services by establishing 'charge accounts' with qualified sources of supply." The use of Blanket Purchase Agreements under the Federal Supply Schedule Program is authorized in accordance with FAR 13.202(c)(3), which reads, in part, as follows:

"BPAs may be established with Federal Supply Schedule Contractors, if not inconsistent with the terms of the applicable schedule contract." Federal Supply Schedule contracts contain BPA provisions to enable schedule users to maximize their administrative and purchasing savings. This feature permits schedule users to set up "accounts" with Schedule Contractors to fill recurring requirements. These accounts establish a period for the BPA and generally address issues such as the frequency of ordering and invoicing, authorized callers, discounts, delivery locations and times. Agencies may qualify for the best quantity/volume discounts available under the contract, based on the potential volume of business that may be generated through such an agreement, regardless of the size of the individual orders. In addition, agencies may be able to secure a discount higher than that available in the contract based on the aggregate volume of business possible under a BPA. Finally, Contractors may be open to a progressive type of discounting where the discount would increase once the sales accumulated under the BPA reach certain prescribed levels. Use of a BPA may be particularly useful with the new Maximum Order feature. See the Suggested Format, contained in this Schedule Pricelist, for customers to consider when using this purchasing tool.

23. Contractor Team Arrangements Federal Supply Schedule Contractors may use "Contractor Team Arrangements" (see FAR 9.6) to provide solutions when responding to a customer agency requirements. The policy and procedures outlined in this part will provide more flexibility and allow innovative acquisition methods when using the Federal Supply Schedules. Under a Contractor Team Arrangement (CTA), two or more GSA Schedule contractors work together, by complementing each other's capabilities, to offer a total solution to meet an ordering activity's requirement. Contractor Team Arrangements provide a "win-win" situation for both GSA Schedule contractors and ordering activities.

16. EXPORT PACKING CHARGES: None

17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE: No Threshold

18. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF APPLICABLE): N/A

19. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): N/A

20. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS AND ANY DISCOUNTS FROM LIST PRICES (IF AVAILABLE): N/A

20a. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE): N/A

21. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE): N/A

22. LIST OF PARTICIPATING DEALERS (IF APPLICABLE): N/A

23. PREVENTIVE MAINTENANCE (IF APPLICABLE): N/A

24a. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g. recycled content, energy efficiency, and/or reduced pollutants): N/A

24b. Section 508 Compliance for EIT: as applicable

25. UEI NUMBER: ZT2DAH4GB1P9

26. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD MANAGEMENT (SAM) DATABASE: Contractor has an Active Registration in the SAM database.

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