2011-278 ES - Physio-Control Inc., for Maintenance Contract for cardiac difibrillators

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PHYSIO-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS RENEWAL TERMS Physio-Control,Ines("Physio-Control")acceptance of Customer's Technical Service Support Agreement is expressly conditioned on Customer's assent to the terms set forth in this document and its attachments.Physio-Control agrees to furnish the services ordered by Customer only on these terms,and Customer's acceptance of any portion of the goods and services covered by this document shall confirm their acceptance by Customer.These terms constitute the complete agreement between the parties and they shall govern any conflicting or ambiguous terms on Customer's purchase order or on other documents submitted to Physio-Control by Customer.These terms may not be revised in any manner without the prior written consent of an officer of Physio-Control. REPAIR SERVICES If"Repair"services are designated,subject to the Exclusions identified below,they shall include,for the designated Covered Equipment,all repair parts and materials required,all required Physio-Control service technician labor,and all related travel expenses. For offsite(ship-in)services,units will be returned to Customer by Physio-Control freight prepaid. INSPECTION SERVICES If"Inspection"services are designated,subject to the Exclusions identified below,they shall include,for the designated Covered Equipment,verification of proper instrument calibration,verification that instrument mechanical operations and output measurements are consistent with applicable product specifications,performance of an electrical safety check in accordance with National Fire and Protection Guidelines,all required Physio-Control service technician labor and all related travel expenses.For offsite(ship-in) services,units will be returned to Customer by Physio-Control freight prepaid. DOCUMENTATION Following each Repair and/or Inspection,Physio-Control will provide Customer with a written report of actions taken or recommended and identification of any materials replaced or recommended for replacement. LOANERS If a Physio-Control product is designated as a unit of Covered Equipment for Repair Services and needs to be removed from service to complete repairs,an appropriate Loaner unit will be provided,if available,until the removed unit is returned.Customer assumes complete responsibility for the Loaner and shall return the Loaner to Physio-Control in the same condition as received,at Customer's expense,upon the earlier of the return of the removed unit or Physio-Control's request. EXCLUSIONS This Technical Service Support Agreement does not include:supply or repair of accessories or disposables(e.g.,patient cables, recorder paper,etc.);repair of damage caused by misuse,abuse,abnormal operating conditions,operator errors,and/or acts of God; repairs to return an instrument to normal operating equipment at the time of initial service by Physio-Control under this Technical Service Support Agreement;case changes;repair or replacement of items not originally distributed or installed by Physio-Control;and exclusions on Schedule B to this Technical Service Support Agreement,if any,which apply to Covered Equipment. SCHEDULE SERVICES Designated Repair and Inspections Services will be performed at the designated service frequency and during designated service hours except where service technicians are rendered unavailable due to mandatory training commitments,in which case Physio-Control will provide alternate coverage.Customer is to ensure Covered Equipment is available for Repair and/or Inspection at scheduled times.If Covered Equipment is not available as scheduled and Customer requests additional services to be performed or if Physio-Control is requested to perform Repair or Inspection services not designated in this Technical Service Support Agreement (due to the nature of services selected,instruments involved not being Covered Equipment,request being outside of designated service frequency or hours,or application of the Exclusions);Customer shall reimburse Physio-Control at Physio-Control's standard labor rates less 10%(including overtime,if appropriate),plus standard list prices for related parts and materials less 15%,plus actual travel costs incurred. PAYMENT The cost of services performed by Physio-Control shall be payable by Customer within thirty(30)days of Customer's receipt of Physio-Control's Invoice(or such other terms as Physio-Control confirms to Customer in writing).In addition to the cost of services performed,Customer shall pay or reimburse Physio-Control for any taxes assessed Physio-Control.If the number or configuration of Covered Equipment is altered during the Term of this Technical Service Support Agreement,the price of Services shall be adjusted accordingly. Reference Number: A60-3014 New Printed:7/11/2011 Page 2 of 9