HomeMy WebLinkAboutContract 52706-R3csc No. 52706-R3
CITY OF FORT WORTH
CONTRACT RENEWAL NOTICE
Apri120, 2021
Thermo Electron North America, LLC
Attn: Resa Ferguson
1400 Northpoint Parkway, Suite 10
West Palm Beach, FL 33407
Re: Contract Renewal Notice
Contract No. CSC No. 52706 (the "Contract")
Renewal Term No. 03: August 15, 2021 to August 14, 2022
The above referenced Contract with the City of Fort Worth expires on August 14, 2021
(the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the
City. This letter is to inform you that the City is exercising its right to renew the Contract for an
additional one (1) year period, which will begin immediately after the Expiration Date. All other
terms and conditions of the Contract remain unchanged. Please return this signed
acknowledgement letter, along with a copy of your current insurance certificate, to the
address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to
provide a signed acknowledgment does not affect the renewal.
Please log onto PeopleSoft Purchasing at http://fortworthtexas.gov/�urchasing to insure
that your company information is correct and up-to-date.
If you have any questions concerning this Contract Renewal Notice, please contact me at
the telephone number listed below.
Sincerely,
/ • i (
�
PAtricin E. Stunl y
[817J 392-59Ud
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Renewal
C�7.Y��
ACCEPTED AND AGREED:
CITY OF FORT WORTH
DAYIA BU✓GlG�G�Off
BV� DanaBurghdoff( ay4,202ll209CDT)
J
Name: Dana Burghoff
Title: Assistant City Manager
APPROVAL RECOMMENDED:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoxing and
administration of this contract, including
ensuring all performance and reporting
requirements.
�
PaVicia Stanley (Nlay 3, 202 10:40 CDT)
By.
Name: Patricia E. Stanley
Title: Management Analyst II
��iL�i,G� Q.��.��
��� ChristopherHard (May3,20211622CDT)
Name: Cluis Harder, PE
Title: Water Director
ATTEST:
By: ������
Name: Mary Kayser
Title: City Secretary
Thermo Electron North America, LLC
By. ��Ja ��gr�'oh 04/21 /2021
Name: Resa I'erguson
Title: Contract Administrator
APPROVED AS TO FORM AND
LEGALITY:
/�,,�
By: / ..,,._
Name: Taylor Paris or Jessika Williams
Title: Assisiant City Attorney
CONTRACT AUTHORIZATION:
M&C: NA
Date Approved:
Form 1295 Certification No.:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Renewal Page 2 of 2
Thermo Electron North America LLC SERVICE PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 21526858/-2
West Palm Beach, FL 33407-1976 Coverage Start Date: August 15, 2021
Coverage End Date: August 14, 2022
Quotation Expires: August 15, 2021
KATRINA NWINYE
CITY OF FORT WORTH LAB SERVICES
2600 SE LOOP 820
FORT WORTH TX 76140
Phone: 817-392-5942
Fax: 817-392-5920
Email: KATRINA.NWINYE@FORTWORTHTEXAS.G
OV
Dear KATRINA NWINYE;
Thank you for being a valued Thermo Fisher Scientific customer. The current coverage for your instrumentation will
expire in the coming months.
The following details a Service Plan that will help you gain the greatest value from your technology investment.
Some key benefits of purchasing a Service Plan for your instrument may include:
� 50% faster onsite response time with 30-40% reduced downtime compared to billable customers
� 35% remote resolution of issues with exclusive access to enhanced technical support with digital remote support tools
� Priority access to more than 2,000 field service professionals with an average of 18 years' experience
I ask that you please review the following proposal. If you wish to purchase the Service Plan, please forward the
following via email (preferred) or fax to my attention:
� A signed copy of the proposal
� A copy of the respective Purchase Order
- Ensuring the PO reflects Thermo Electron North America LLC as the vendor/supplier
- Referencing this proposal number on the PO
Please review the Equipment Location Summary at the end of the proposal to ensure accuracy. For any questions or
revisions, please contact me.
On behalf of our team, thank you for choosing Thermo Fisher to be your preferred service provider.
Sincerely,
CHRISTIAN KOBAL
346-732-7660
A P2rt o,Thermo Fisher
S C I E N T I F I C
Page 1 of 9
Thermo Electron North America LLC SERVICE PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 21526858 /-2
West Palm Beach, FL 33407-1976 Coverage Start Date: August 15, 2021
Coverage End Date: August 14, 2022
Quotation Expires: August 15, 2021
KATRINA NWINYE
CITY OF FORT WORTH LAB SERVICES
2600 SE LOOP 820
FORT WORTH TX 76140
Phone: 817-392-5942
Fax: 817-392-5920
Email: KATRINA.NWINYE@FORTWORTHTEXAS.G
OV
Customer agrees to make full payment within thirty days of invoice. Alternative payments are available at an additional
finance fee. Prices shown on this sheet are exclusive of all state, local, use, excise and/or other taxes.
Material Description
072109 Dual Pump, Capillary Isocratic
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC
072007 Detector Compartment with Dual Temperatu
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC
072027 Single Pump, Analytical Isocratic
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC
074922 AS-AP Autosampler with Temperature Contr
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC
079913 Eluent Generator
Coverage: IC OPTIONS
Serial Number
DX11051027
DX11050662
DX11102552
DX11051063
DX11050378
Price
3,537.04 USD
3,150.54 USD
2,698.93 USD
2,603.45 USD
1,577.56 USD
OPTIONS PLAN � ION CHROMATOGRAPHY
The entitlements and exclusions of the Options plan are the same as those of the support plan for the main instrument
070220 VWD Variable Wavelength Absorbance Detec DX11113996
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC 1,197.76 USD
063978 Auxillary Pump DXZ0043964
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC 573.95 USD
A Part o,Thermo Fisher
S C I E N T I F I C
Page 2 of 9
Thermo Electron North America LLC SERVICE PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 21526858 /-2
West Palm Beach, FL 33407-1976 Coverage Start Date: August 15, 2021
Coverage End Date: August 14, 2022
Quotation Expires: August 15, 2021
KATRINA NWINYE
CITY OF FORT WORTH LAB SERVICES
2600 SE LOOP 820
FORT WORTH TX 76140
Phone: 817-392-5942
Fax: 817-392-5920
Material
�.::::
Description
Serial Number
AS-DV Autosampler DX11114493
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC
Price
1,082.77 USD
UNITY LAB SERVICES ESSENTIAL SERVICE PLAN � ION CHROMATOGRAPHY
Plan Features:
� Fieid Service Engineer labor, travel, and parts required for Corrective Maintenance visits with a targeted response
time of 3 business days
Priority status for technical support inquiries with a targeted immediate response time. A certified service engineer
witl conduct diagnosis and Corrective Maintenance procedures using the latest digital remote support tools
� One (1) scheduled annual Preventive Maintenance visit (a standard PM kit is included)
� Discount on additional Preventive Maintenance
Instrument Requalification (RQ) in conjunction with a scheduled Corrective Maintenance with a purchase of an
add-on Operational Quahfication (OQ)
� Premium subscription to Unity Lab Services Online Knowledge Base
� 10% discount on parts, accessories, and consumables during the effective period of the contract (please ask for
the discount when contacting your local Thermo Fisher Scientific parts ordering department)
� Computers that were purchased from Thermo Fisher Scientific and required for the operation of the analytical
system
Software and firmware updates upon request and in conjunction with a scheduled Preventive Maintenance or
Corrective Maintenance visit (updates are defined as changes of the existing software version that are intended to
improve its performance)
10% discount off list price for the training classes purchased during the contract validity period. Allay not be
available in all locations or used in conjunction with any other discounts or promotions (please check availability with your
local Thermo Fisher sales representative or customer service team)
Coverage Exclusions:
� Background checks, drug-testing, or on-site trainings required by customers may be subject to additional charges
� Applications and method development support
� Computers and/or software not provided and/or installed with the system by Thermo Fisher Scientific
� Computer hardware, operating system, and layered application software upgrades
� Computer replacement in order to accommodate an upgrade to a newer version of the
� Instrument control software version upgrades
� External power equipment e.g. UPS (uninterruptable power supply), powerconditioner
� Operator training
� Complete system replacement
� Buy-in parts and engineering specials
Consumables items and wearable parts such as (but not limited to) bottles, calibration
mobile phases, vials, caps, septa, columns, suppressors, cartridges, data media, ferrul
exchange resin, lamps, photomultipliers, pump oil, reaction tubes, source ceramics, autosam
ports, syringes, sample loops, capillaries and other types of tubing, etc.
operating system
or isolation transformer
materials, gases, solvents,
es, filters, frits, gaskets, ion
pler rotor valve seal, sample
� Accessories and optional modules, such as (but not limited to) CD or ED detectors, eluent generators, IC Cube
modules, AM managers, TCC, remote controllers, tablets, autosampler pumps, etc. (unless covered by a separately
purchased additional option plan, if available)
A Part ofThermo Fisher
S C I E N T I F I C �
Page 3 of 9
Thermo Electron North America LLC SERVICE PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 21526858 /-2
West Palm Beach, FL 33407-1976 Coverage Start Date: August 15, 2021
Coverage End Date: August 14, 2022
Quotation Expires: August 15, 2021
KATRINA NWINYE
CITY OF FORT WORTH LAB SERVICES
2600 SE LOOP 820
FORT WORTH TX 76140
Phone: 817-392-5942
Fax: 817-392-5920
OPTION YEAR PRICING:
BASE YEAR8/15/17 - 8/14/18 = $15,480.00
OPTION YEAR 1
OPTION YEAR 2
OPTION YEAR 3
OPTION YEAR 4
08/15/18 - 08/14/19 = $15,480.00
08/15/19 - 08/14/20 = $15,480.00
08/15/20 - 08/14/21 = $15,944.00
08/15/21 - 08/14/22 = $16,422.00
Service Plan Sub-Total 16,422.00 USD
Service Plan Total 16,422.00 USD
Thermo Fisher Scientific looks forward to providing service on those instruments specified above subject to the terms and
conditions stated on the attached document. As an authorized re resentative of the Buyer; your si nature below creates
an Agreement to buy the services listed above and your acceptance of the Terms and Conditions on the following pages
as the sole and exclusive terms for your purchase. If you have questions, please call 800-532-4752 to contact your
support plan specialist CHRISTIAN KOBAL.
Please be advised that our legal department's contract review policy does not allow for the review or acceptance of
customer terms for Service Plan engagements below $20,000. The rationale for this policy is to expedite the sales
process and reduce the possibility of accepting onerous terms for low dollar value contracts. We are willing to entertain in
good faith proposed edits to our standard terms if you are inclined to propose reasonable changes. As alternative to the
exchange and review of edited commercial terms, we may agree to have neither party sign any terms and rely on the
terms applied under the relevant version of the Uniform Commercial Code.
ACCEPTANCE OF SERVICE PLAN
CITY OF FORT WORTH LAB SERVICES
Signature Date
PO Number
A P�rt ofThermo Fisher
S C I E N T 1 F I C
Thermo Electron North America, LLC
Signature
Date
Service Plan Specialist
Page 4 of 9
Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
TERMS AND CONDITIONS OF SALE FOR PRODUCTS AND SERVICES
1. GENERAL. Thermo Eleclron North America LLC ("Seller') hareby offers for sale lo ihe buyer named on lhe face hereof ("Buyer') lhe products ("Products") and/or annual support plens
("Support Plan(s)") and billable services ("Technical Supporf') [SupPort Plans and Technicel Support may be referred lo collectively as "Services' as lisled on Ihe face hereof on ihe express condition
that Buyer agrees to accepl and be bound by lhe lerms and condilions set torth herein ("Agreemenl"). Any new or ditferent provisions containe� in any document issued by Buyer In response to lhis
oifer are expressly rejected; and if Buyers response is deemed lo be an offer, lhis documenl Is a rejeclion of Buyers offer and a counler offer by Seller and shall not conslilute acceptance of any
proposal by Buyer. Buyer's receipl of Products or Sellers commencement of Services hereunder will Constitute Buyers acceplance of ihis Agreement. This is lhe final, complete and exclusive
statemenl of Ihe coniract behveen Seller and Buyer wilh respect to Buyers purchase of Producls and Services specified herein, which terms may not be a�lered in any wey by Buyers purchase order
terms. No waiver, consent, modification, amendment or change of Ihe lerms contained herein shall be binding upon Seller unless agreed In wnting and signed by Seller. Sellers tailure lo object to
additional or differenl terms contained in any subsequent communication from Buyer will not be a walver or motlificalion of Ihe terms set forth herein and all such proposals contained in Buyers order are
subject lo acceplance in wriling by an aulhorized representalive of Seller.
2. PRICE. All prices published by Seller or Sellers representalives may be changad al any time wilhoul notice. All prices quoted by Sellef or Sellers representatives are valid for thiAy (30)
days, uniess olherwise stated in writing. All prices for lhe Products or Services will be as specified by Sel�er or, if no price has been specified or quoted, will be Sellers slandard prices in effect at lhe
time of shipment of Producis or delivery of Sernces. AII prices are subjecl to adjuslment on accounl of speciFications, quanlities, raw materia�s, cost of production, shipmenl arrangemenls or olher terms
or condilions that are not part of Seller's original quotation. Unless olherwise stated In lhe quotalion, lhe quoted rate Tor Technfcal Support includes Work Time, Travel Time and Standby Time in
accordance wilh Ihe following schedule and condilions; except lhat Technical Support requesled wilhout al least seven (7) days advanced notification shall be subject lo airfare charges in addihon lo the
Standard Rata.
(a) Wortc Time : shail include ali hours lhat Sellers service personnel are on the Buyers job sile, either working or ready for work and shall be payable al Ihe applicable specified rates.
(b) Travel Time : shall include lhe lime spent by Sellers service personnel in traveling between their�customary headquaAers and lhe Buyels job site and in retuming (mcluding travel occurriny on
Saturdays, Sundays and holidays). Except as otherwise staled in fhe Services quotalion, Travel Time wlll be invoiced per diem at lhe applicable Travel Zone rates in Sellers standard service lisl pnces.
Air lravel and car hire relaled exPenses will be charged in addilion lo lhe daily rale et cost plus a 10% administration fee.
(c) Slandby Time : shall include Ihe time that Selier agrees In writing, at Ils sole discretion, to reserve ils service personnel to be ready lo perform work for the Buyer, whelher on ihe job site or
not, up to a maximum of 8 hours a day, belween Ihe hours of 8:00 a.m. and 5:00 p.m., local stendard time on Saturdays, Sundays and holidays. Slandby Time shall be paid for at lhe special rales
quo[ed by Seller at the lime of Buyers request or, if none, at the current Double Time Rate; and Standby Time preceded and/or followed by Work Time is cumulatrve in determining Overtime.
(d) Standard Rate : the Service rate quoled by Seller lhat shall be paid for lime worked on a regutar schedule of eight (8) hours per day, Monday Ihrough Friday (excluding Sellers holidays),
between 8:00 a.m. and 5:00 p.m. local standard hme.
(e) OveAime Rale : if applicable for ihe quoled Services, ihe rate of one and a half times ihe Slandard Rate shall be paid for any lime worked in excess of eight (8) hours or belween lhe hours of
5:00 p.m. and 8:00 a.m. local standard time; but nol axceeding slxteen (16) hours per day Monday Ihrough Friday, and for any lime on Saturdays, not to exceed slxteen (16) hours. Overtime shall be
billed in 30 minule blocks; or longer time blocks, if quoted by ihe Suppiler.
(� Double Time Rate : lhe rale of lwice lhe Sfandard Rale shall be pald for lime worked In excess of sixteen (16) hours per day, wilhout a six (6) hour break, Monday through Friday, and for all
time on Saturdays, Sundays and holidays. Holidays shell be lhose observed by Seller.
3. TAXES AND OTHER CHARGES. Prices for lhe Producls and Services exclude all sales, use, value added and other taxes and dulies imposed wilh respect lo ihe sals, delivery, or use of
any Products or Services covered hereby, all of which taxes and dulies musl be paid by Buyer. If Buyer claims any exemption, Buyer must provide a valid, signed certdicate or lelter of exemplion for
each respeclive urisdiction.
4. TER S OF PAYMENT. Seller may invoice Buyer immedialely for lhe single lumP sum amount equal to the total charges for Ihe initial Term of a Support Plan, upon shipment of Producls or
upon complelion of Technical Support for the price and all olher charges payable by Buyer in accordance wilh the terms on lhe face hereof. If no payment terms are slaled on the face hereof, payment
shall be nel Ihirty (30) days from the date of invoice. Inlemational Technical SuppoA may reqwre paymenl in advance. Buyer will grant a securily inleresl in Ihe Producls sold under ihis Agreement unlil
paymenl of Ihe full purchase price to Seller in accordance wilh Article 9-103 of Uniform Commercial Code-Secured Transaclions. � If Buyer fails to pay any amounls when due, Buyer shall pay Seller
inlerest Ihereon at the grealer of a periodic rate of one and one-half percent (1.5%) per month or the highest rate stipulaled by applicable law, logether with all cosls and expenses pncluding wilhout
limilation reasonable atlomeys' fees and disbursemenls and court cosls) incurred by 3eller In collecling such overdue-amounts or olherwise enforcing Sellers righis hereunder. Seller reserves lhe right
to require irom Buyer Tull or partial paymenl in advance, or olher securily lhat is satisfactory lo Seller, at any lime ihat Seller believes in good failh lhat Buyers financial condition does not jusliry lhe lerms
of payment specified. All paymenls shall be made in U.S. Dollars unfess olherwise specified in Sellers Involce.
5.A. PRODUCT DELIVERY. All Producls will be shipped lo lhe deslinalion specified by Buyer, FCA (INCOTERMS 2010) at OEM shipping poinl or Sellers distribulion fecility, as applicable, which will vary
de ending on Product lype aod availabilily and may include poinls outside lhe Uniled Slates (U.S.) (Inqulre for spedfic shipping point informalion). Nolwilhstanding speafied IN,COTERMS, Seller shall
sePect carner on Buyers behalf and Selier agrees to arrange lransporlation of Producls lo Buyers destination, end to act as ihe importer of record on behalf of Buyer lo clear fhe Producis ihrough U.S.
cusloms. All freighl, taxes, duties and insurance, if any, cherges shall be prepaid and added l0 6uyers invoice. Seller may, at ils election, make partial shipmenls of lhe Products and invoice each
shipment separalely. Seller reserves the riyht to withhold shipments in whole or in part and/or lertninale any Services, if Buyer fails to make any paymenl lo Seller when due or otherwise Tails to perform
ils obligalions hereundec Sellers IerminaUon of Services wdl not relieve Buyefs obligation to pay all amounls due for Services p�ovided by Sellerprior to lhe lertnination dale. All shlpping dates are
approximate only, and Seiler will not be liable for any loss or damage resuiling from any delay in delwery or failure lo deliver which is due to any cause beyond Sellers reasonable conVol. In lhe event of
a delay due lo any cause beyond Sellers reasonable control, Seller reserves the right lo terminale lhe order or to reschedule the shipment withln a reasonable period of time, and Buyer will not be
enlilled to refuse delivery or otherwise be relieved of any obligations as the resull of such delay. �� .
5. 8. CANCELLATION OR CHANGES 8Y BUYER If Buyer requests ihat Seller delay dellvery of Products for eny reason, Seller may place Producfs in sforage a[ Buyers risk and expense and tor
Buyers account. Orders in process may be cancelled only with Sellers written consenl and upon payment of Sellers cancellalion charges. Orders In process may nol be changed except with Sellers
written consent and upon agreement by the parties as to an appropriale edjuslment in the purchase price therefor. Credil will not be allowed tor Products retumed wilhout Ihe prior writlen consent of
Seller. Before retuming any dem, wntact Sellers Order Adminisiration DepaAment for e Return Material Aulhorizalion (RMA) number at (800) 532-4752. Buyer may need lo complete an RMA Form
which includes a Hazard Free Fortn andlor Inslrument Contamination Data Form. If authorized by Seller, Buyer must return items to Seller in their original or eywvalent packaging, prepay shipping
charges, and insure the shipment or accept the risk if the ifem is lost or damaged in shipment. In addilion, Seller reserves the right to charge the Buyer lhe list price for missing components or
subassemblies when incomplete items are relurned to Seller. Aulhorized relurns of any unused ilems which are free from material defecls to Seller, in ils sole discretion, may be subject lo a twenly
percent (20%) reslocking charge.
Requesls by Buyer lo delay, postpone or suspend on-sile Services, due to no fault of Seller, shall be subject to Sellers abllily to recall ils service represenlalives and fo cancel andlor reschedule of any
of their Iravel arrangements; and provided that, Buyer pays any and all addilional cosls (including, Travel Time and expenses) incurred by Seller as a result of lhe Services being posiponed or suspended
by Buyer. Cancellalion of scheduled Services may be sub�ect [o a cancellalion fee of lwenly percenl S20%) if Seller is notified less than 7 business days prior lo lhe scheduled date of service.
6. DELIVERY OF SERVICES. Except as olhenvise staLed on lhe face hereof, all Services will be provided by Seller or ifs agent belween lhe hours of 8:00 a.m. and 5:00 p.m. local slandard
lime, Monday through Friday, excluding Sellers holidays, ellher at Sellers principal offices or, at Sellefs option, al Buyers inslallatlon address. If Seller advises Buyer lhat Services should be performed
at Sellers facility, Buyer will properiy package Ihe Products to prevent damage, clearly mark the RMA number on the outer Packaging, and ship it, via postagelfreight prepaid, to Ihe address set forth on
the face hereof or such di(ferent address as Seller may from Ume to time provide to Buyer. After Seller wmpletes the Sernces, or has made a determination Ihat the products are beyond repair, Seller
may, at ils opllon, either advise Buyer lo scrap Ihe Products or lo have ihe Producis shipped, postage/freighl prepaid, back to Buyers Installallon address slaled on Ihe quolation, or to such other
address as Buyar requests. In Ihe event Buyer requires expediled delivery, such delivery will be mede at Buyefs expense. If Seller advises Buyer that Services should be pe�formed al Buyers site.
Buyer will use its besl efforts lo provide Seller wilh all requesled diagnostic information for any producis requlring Services; and subject lo compliance with Buyers reasonable securily requiremenfs, will
allow Seller free access lo all relevant equipment, documenlation and records. In addition, Buyer wlll cooperate wilh Setlers etforts lo perform Ihe Services and will provide such addifional assislance as
Seller may reasonabiy request. At the completion of lhe Services, Sellers representalives wlll provide Buyer wilh a field service report on which wlll be indiceled the number of hours spent and the
malerials used in wmpleUng tha work. Buyers signalure on the field service report will signify approval of the Intormation in lhe report and Sellers salisfectory complefion of the Services. If Buyer does
nol sign lhe report or provide wrilten objechon within five (5) business days after receipt, lhen fhe repoA wdl be deemed unequivocally approved and accepled by Buyer.
7. TITLE AND RISK OF LOSS. Notwithstanding lhe lransport lertns indicaled above, lille to and nsk of loss of ihe Producls will pass lo Buyer upon delivery of possession of lhe Producls by
Seller to lhe carrier at lhe time and place of shipment; provided, however, thal lille lo any software Incorporated wlthin or fortning a part of Ihe Producls will at all fimes remain wilh Seller or lhe Ilcensor(s)
thereof, as the case may be. All risk of loss or damage to Buyers producls being lransported tor Services shall remain with Buyer dunng shlpment lo and from the Buyer's sile and during Setlers
WARRANTIES. Sellers sole obligation wilh �espect to lhe Services is lo provide Ihe quoted Services in a workmanlike manner and i( Buyer provides noUce of defect in Service wilhin ninety
ays of complelion of such Services, Seller will, al ils sole oplion, eilher reperform the Services withoul charge to Buyer or grant Buyer a credit for Ihe amounl paid by Buyer wilh respecl to such
e. Seller warranls lhal the Products will operate or pertorm subslanlially in wnfortnance wilh Sellers published specificalions and be free from defecis in malenal and workmanship, when
Aed lo normal, proper and intended usage by pro erty lrained personnel, for the period of fime set forih in the Product documenfalion, publlshed specificalions or package inserts (Ihe "Warranly
"'). If a Warranty Penod is not specified in Selle�s Producl documenlation, published specificalions, or package inserts, Ihe Wercanty Period for new inslruments is lwelve (12) monfhs from the
f shipment to Buyer; and for all other Producls is ninely (90) days Vom lhe date of shipment. During lhe Warranty Period, Seller agrees to repair or replace, al Sellers option, defectiva Producls so
zuse lhe same lo operate in substanlial conformance wilh Sellers published specificahons; provided that Buyer (a) promplly notifies Seller in writing upon lhe diswvery of any covered defecl in
oducls, including ihe Product model and serial number (if appliceble) and delails of the warrenly claim; and (b) afler Sellers review, Seller will provide Buyer wilh an i2MA number and services
Hhich may include biohazard deconlamination procedures and olher Producl-specific handling instructions. 7hen, if applicable, Buyer mey retum the defeclive P�oducls lo Seller with all costs
d by Buyer. Replacement paris may be new or refurbished, al lhe eleclion of Seller. All repleced paris shall become lhe property of Selier. Shipmenl to Buyer of repaired or replacemenl Products
made in accordance wifYi ihe Delivery clause of lhis Agreement. Excepl for new consumable Ilems manufaclured and sold by Seller, thls warranly expressly excludes all olhe� consumable parfs
iponents (e.g., bulbs, belts, caAridges, atc.) in the Products. If Seller efects to repair defeclive medical device Instruments, Seller may, in its sole discretion; promde a reptacement loaner instrument
er as nacessary for use while Ihe instrumenis are being repaired. � � � �
hslanding the foregoing, Products supplied by Seller thet are obtained by Seller from an original menufacturer or third party suppiier are not warranted by Seller; but Seller agrees to assign to
any warranly righls in such Product Ihal Seller may have trom the original manufaclurer or lhird party supplier, lo the extenl such assignmenl is allowed by such onginal manufacturer or Ihird party
In no event shall Seller have an obligation to make repairs, repiacements or corteclions undef lhe Warranly, in whole or In part, as the result of or wilh respect to: (a) use of the Products in a manner tor
which fhay were not designed; �b) improper slorege and handling of 1he Producis; (c) use of the Producls In combination wilh equipment or sotlware nol supplied by Seller (d) shipping damage incurred
en route lo Buyer's sile or because of mowng equlpment, in which cese Seller will promplty provide a cost estlmale for Technical Support lo the consignee for filing claims to catrie�s for shipping damage;
(e) flood, lishtning, earthquake, tornado, hurricane or fire, bombing: armed conflict, maliclous mischlef, sabotage or other nalural or man-made disasters; (Q normal wear and tear, physlcal abuse,
misuse, spnnkler damage, electncal surge or abnormal power variaUon; (g) repairs, malnlenance, or modiFlcatlons made by anyone olher than Seller lralned personnel or wilhout Selfers supervision
and/or approval; (h) relocation and reinstallation oF equipment; allhough upon requesl Seller wlll supervise Ihe removiny, crahng, relocaUon and reinstallafion of the Producls al Sellers curtent Sernces
rales; (i) maintenance or replecement of inedia (i.e., floppy disks, ploller supplies, elc.) whatever Ihe reason for loss, failure or damage; Q) beta-site support; (k) operalor lraining; or (I) repalring Producl
malfunctions rf lhe fault is not wilh lhe equipmenL If Seller determmes lhal Producls for whlch Buyer requested waqanty servlces are not covered by ihis warranty, Buyer will pay or relmburse Seller for
A Part ofTher�no Fisher
5 C I E N T I F I C
Page 5 of 9
Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
all wsls of invesligaling and responding to such requesl at Sellers lhen prevailing lime and materials rales. If Seller provides Services or replacement parts that are not covered by this warranly, Buyer
shall pay Seller therefor at Sellefs Ihen prevailing lime and malerials rales.
ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR
ENTITY OTHER THAN SELLER WITHOUT SELLER'S PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT PARTS NOT SUPPLIED BY SELLER, SHALL IMMEDIATELY VOID AND
CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS AND/OR SERVICES. THE OBLIGATIONS CREATED BY THIS WARRANTY STATEMENT FOR SELLER TO REPAIR
OR REPLACE A DEFECTIVE PRODUCT OR TO REPERFORM OR CREDIT THE PRICE� OF DEFECTIVE� SERVICES SHALL BE THE SOLE REMEDY OF BUYER FOR �SUCH DEFECTIVE
PRODUCTS OR SERVICES UNDER THIS AGREEMENT. EXCEPT AS EXPRESSCY PROVIDED IN THIS WARRANTY STATEMENT, SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER
EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
ANY PARTICULAR PURPOSE, OR NONINFRINGEMENT. SELLER DOES NOT WARRANT THAT THE PRODUCTS OR SERVICES ARE ERROR-FREE OR WILL ACCOMPLISH ANY PARTICULAR
RESULT. � � � �
9. INDEMNIFICATION.
9.1 By Seller. Sellerwill indemnify, defend and save Buyer, its oKcers; directors, and employees from and against any and all damages, liabilities, aclions, causes of action, suits, ctaims,
demands, losses, cosls and expenses (including without limitation reasonable attomeys' tees) ("Indemnified Ilems") asserted by anolher party against Buyer for (I) bodily Injury to or death of persons or
damage to tangible property lo Ihe extent caused by ihe negligence or willful misconduct of Seller, its employees, agents or representalives or coniractors in connection wilh the performance oi Services
at Buyers premises under lhis Agreemenl; and (ii) clalms ihal a Product Infringes eny U.S. palent, copyrighl or trade secrel; provided, howaver, Sellers liabilily under Ihis Seclion does nol exlend fo any
such Indemnified Ilems caused by eilher (u) lhe negligence or willful misconduct of Buyer, ils employees, agenls or representatives or conlraclors, (v) by any third party, (w) use of a Producl in
combinalion with equipment or so(tware nol supplied by Seller where Ihe Producl alone would not be infringing, (x) Sellers compliance wilh Buyers designs, speaficafions or instruclions, (y) use of lhe
Producl in an applicalion or environment for which il was not designed, or (z) modificalions of the Product by anyone olher than Seller wilhoul Seller's prior wnllen approval. Buyer will promplly notify
Seller in writing ot any claim covered by Sellers indemnification obligations hereunder. Seller may assume exclusive control of Ihe detense of such claim or, at the option of the Seller, to settle Ihe same.
Buyer agrees to cooperate reasonably wilh Seller in conneclion wilh the performence by Seller of its obligations in this Seclion.
Nolwilhslanding Ihe above, Sellers infringement relaled indemni6calion obligalions shall be exlinguished end relieved if Seller, at its discrelion and at its own expense (a) procures for Buyer the righl, al
no addilional expense lo Buyer, to continue using the Product; (b) replaces or modifies Ihe Producl so that il becomes non-Infringing, provided lhe modification or replacement does not adversely affecl
Ihe specificalions of lhe Product; or (c) in the event (a) and (b) are not practical, refund to Buyer lhe amorlized amounls paid by Bu�er wilh respect lherelo, based on a five (5) year amortizalion
scheduie. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR, AND BUYERS SOLE AND EXCLUSIVE REMEMDY IN RESPECT OF, THE
CLAIMS DESCRIBED HEREIN. � �
92 By Buyer. Buyer will indemnify, detend wifh competant and experienced counsel and hold harmless Seller, Its parent, subsidiaries, affiliates and divisions, and their respeclive officers,
directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, cleims, demands, losses, cosls and expenses (including without limitation
reasonabte aYtorneys' fees and disbursements and court cosls) to the extent arising from or In connection wilh (i) lhe negllgencs or willful misconduct of Buyer, ils agenls, employees, representatives or
contractors; (ii) use of a Product in combinalion with equipment or software not supplied by Seller where the Producl alone would not be infringing; (iii) Sellers compliance wilh designs, speGfications or
instruclions supplied to Seller by Buyer; (iv) use of a Product In an applicetion or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller wilhout Sellers
'10. SO�T WARE. Wilh respecl to any soflware products incorporated in or forming a part of lhe Producls hereunder (i.e., firmware), Seller and Buyer intend and agree ihal such software
products are being licensed a�d not sold, and lhal lhe words "purchase", "sell" or simllar or denvatrve words are understood and agreed lo mean "Ilcense", and ihat ihe word "Buyef' or similar or
derivahve words are understood and agreed lo mean "licensee". Nolwilhstanding anylhing to Ihe contrary contained herein, Seller or its licensor, as lhe case may be, retains all righls and inleresl in
sofhvare producls provided hereunder. Seller hereby granls lo Buyer a royally-free, non-exclusive, nonlransferable license, without power lo sublicense, lo use soflware licensed hereunder solely for
Buyers own internal business purposes on its hardware Producls and lo use lhe relaled documentation solely for Buyefs own inlemal business purposes. This license tertninates when 8uyers lawful
possession of Ihe hardware Products provided hereunder ceases, unless earlier lerminaled as provided herein. Buyer agrees to hold in confidence and not to sell, iransfer, license, loan or otherwise
make available in any Torm to third parties the soitware producls and relaled documentation prowded hereunder. Buyer may not disassembie, decompile or raverse enginesr, copy, modify, enhance or
olhenvise change or supptement ihe software producls provided hereunder wilhout Seliers prior wrillen consent. Seller will be enlided lo lerminale lhls license If Buyer fails to comply wilh any term or
condilion herein. Buyer agrees, upon terminalion of lhis license, lo immedialely stop using ell software producis and related documentalion provided hereunder and all copies and poAions thereof.
Certain of Ihe sofiware products provided by Seller may be owned by one or more third parties antl licensed to Seller or may be sland-alone so(lware products, which Buyer hereby agrees are subject lo
a separate browse-wrap, shrink-wrap or click-lhru end user license agreemenl (EULA). Accordingiy, lhe warranty,and indemnification provisions hereln do nol appty to such software, which are
exclusiveiy provided in the applicable EULA. � - �
11. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINEb HEREIN, THE LIABILITY OF SELLER UNDER THESE TERMS AND CONDITIONS
(WHETHER BY REASON OF BREACH OF CONTRACT, TORT, INDEMNIFICATION, OR OTHERWISE, BUT EXCLUDING LIABILITY OF SELLER FOR BREACH OF WARRANTY�(THE SOLE
REMEDY FOR WHICH IS PROVIDED UNDER THE PRODUCT AND SERVICES WARRANTIES HEREIN( )SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LESSER OF (LA)�THE TOTAL
$1,000,000).PNOTWITHSTANDING ANYTHING TO THE�CONTRARYnCONTAINED HEREINEINRNO EVEN�1' SHALL SELLER EI L ABLE OR A YHINDIRECT, SPECIAL�, CONSEQUEN�AL OR
INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS OR
LOSS OF GOODWILL� REGARDLESS OF WHETHER SELLER (a) HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR (b) IS NEGLIGENT.
12. EXPORT R STRICTIONS. Buyer acknowledges that each Producl and any relaled services, soflware and lechnology, including lechnical information supplied by Seller or contained in
documents (collectively '9tems"), may be subject lo export conlrols of Ihe U.S. yovemment and/or olher 4ovemments: Such export controls may Include, but are not hmited lo, Yhe Export Adminlstralion
Regulations of the U.S. Departmenl of Commerce (lhe "EAR"), which may reslnct or require Ifcenses for ihe ezport of ltems from the U.S. and lheir re-export irom olher counlries and all olher applicable
laws, regulations, laws, treaties, and agreemenls relaling lo Ihe export, re-expoA, and ImpoA of any Ifem. Buyer shall not expoA, re-export, dislribute or supply any Item, directly or Indireclly, to (i) any
counlry, person or enlity, in each case, without firet obtaining from lhe U.S. govemmenl and/or other appropnate govemment age0cy any hcense requited lo do so.lawfully; (il) any person or orgarnzalion
in Cuba, Iran, NoAh Korea, Sudan, Syria, or other country then ihe subject of a U.S. embarg0, or any person or entity consldered a part of the govemmenl of any such country; or (Ili) any person or enlity
who is involved in improper development or use of nudear weapons, or of chemlcel/biological weapons (CBV� or missiles, or In terrorist aclivitles. Buyer shall cooperate fully with Seller In any official or
unofficial audit or inspeclion relaled to applicable export or import control laws or regulatlons, and shall Indemnify and hold Seller harmless from, or in conneclion wilh, any vioialion o( thls Section by
-- — — — - —
A. General. In the event Buyer purchases a Support Plan from Seller under this Agreement, Selle� agrees to maintain and/or repair those Products or inswmenls idenlified on Ihe face hereof as
covered under a SuppoA Plan ("Covered Equipmenl") in a manner consistenl wilh the specifications and entillemenls included in lhe purchased Support Plan as specified by Seller on Ihe face hereof,
which may include various levels of service at the Buyers site(s) and/or Seller's Depot Repai� Iocalions and are purchased separate from Ihe original Product Warranty above (the "Support Service(s)").
The Support Services will only be valid for Covered Equipment wilhin Ihe Region covered by lhe Plan (e.g. 48 contiguous U.3 ), Monday lhrough Frid9y (exGuding Sellefs holidays) dunng lhe hours of
8:00 a.m. l0 5:00 p.m. local standard time ("Normal Hours") during lhe lerm of lhe Agreemenl. The Covered Equipmenl musl be operaled accordmg lo the menufaclurers supplied InsWclions, inctuding
without limitalion the Operators Manual(s) and any malfunction must be promplly reportAd lo Seller. Support Sernce calls requested outside of Norcnal Hours or for any non-Covered Equipmenl or for
services nol included in the Support Pian will be billed at Sellefs standard rales for Technical Suppori in effecl at lhe time of Buyers request. Seller reserves the. exclusive right lo determine lhe
assignmenl of ils employees In Ihe performance of SuppoA Services.
B. Term. (a) The Support Plan wlll begin and remaln effeclive for the period of lime slaled on lhe face hereof ("Term"). To renew the Support Plan, Buyer must sign a Renewal Service
Agreement accompanied by a purchase order prior lo Ihe expirallon of lhe currenl Term �"Renewal"), which shall also be subject lo the fertns and condilions of lhis Agreemenl. Ellher periy may
tertninate a Support Pian for any/no reason by providing at leasl lhirty (30) days wrillen noUce to the other party. Seller will use wmmercially reasonable efforts to stop work and lo incur no addilional
expenses. Regardless, if a Support Plan is cancelled, Seller will charge Buyer for Ihe lolal price of Sennces sclually perfortned and expenses actually and reasonably incurred in servicing lhe covered
equipment under lhe undertying Support Plan from ils effeclive dale unlil Ihe cancellalion dale or the proreled price of lhe unde�lying Support Plan from ils effective dafe until lhe ca�cellalion dale,
whichever is grealer, plus fifleen percent (15%) of lhe tolal fee paid for lhe underlying Support Plan. In the event Buyer prepaid the Support Plan fees in full and a credit balance exisls for Ihe underlying
Support Plan, Seller will provide a credit or refund ihe amount remaining lo Buyec
C. Pricing and Pricing Assumptions. Except as otherriise agreed in writing, lhe annual charge for each Renewel will be Thermo Fishers standard support plan rales in effect at ihe start of lhe
Renewai. All Support Plan pncing is based on the assumplion Ihal Ihe Covered Equipment operales In accordance wifh product specifications as oF lhe coverage stert date; therefore, prior to lhe slart of
each Term and Renewal, Seller reserves tha right to verify and correct lhe condilion of Ihe Covered Equlpment and invoice Buyer at Sellers currenl billable rates for any Support Services deemed
reasonably necessary to bring Ihe Covered Equlpment info good operating condition. Nolwithslanding Ihe ebove, Seller egrees to waive its right to bill Ihe Buyer for bringing ihe Covered Equipment inlo
good operating condilion if there Is no lapse belween ihe end date of the current Support Plan Term and Ihe begInning of any Renewal.
D. Parts and Consumables: The Support Plan level defines when and if the cosl of paris is Included undet the SupPorl Plan. Nolwilhstanding Ihe foregoing, the cost for parts lhat are consumed
in Ihe normal and usual operation of ihe Covered Equipmenl including, bul nol limiled lo, sample preparalion and analysis, consumables, paper, i�k cartndges, ribbons, pens, lamps and/or dala media
are not covered under any Support Plan.
E. Key Operator: Buyer wdl designate a key operalor ol Covered Equipment who can describe instrument malfunclions lo Sellers service representatives by telephone and who is qualified lo
pedorm simple adjustmenls and correclions lo lhe Covered Equipment as requested bySellers servfce representatives. Buyers failure lo designals a key operator or lo perform or lo have an aulhorized
rapresentative perform Ihe rouline mainlenance specified In Ihe Covered Equtpmenfs insWctions or Owners Manual may resull, at Sellers option, in Buyer being invoiced at Sellers sfandard Technical
Support rates to provide such non-covered services. - � � - � -
F. Equipment Modification: Seller reserves the right to make any changes in the design or conslruction of Sellers Products without incurring any obligation fo make any updales or changes
whatsoever in the Covered Equipment under Yhe Support Plan. Buyer agrees to allow Seller, al ils expense and op6on, to make retrofits or design changes which improve product reliabilily, bul do nol
change its performance characteristics. Any Buyer requests to modify or add devices or accessories lo Covered Equipment Ihat are not manufaclured by Seller are oulside lhe scope of the Support
Plans and covered Support Services. � �- � �
G. Support Services Wartanly: Sellers sole obligation under any Support Plan is lo provide the Support Services in a workmanlike manner in accordance wilh ihe entitlements of the Support Plan
purchased by Buyer hereunder. SELLER MAKES NO OTHER WARRANTIES FOR SUPPORT SERVICES PROVIDED UNDER A SUPPORT PLAN, EXPRESS OR IMPLIED, AND DISCLAIMS ALL
WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND"ANY OTHER OBLIGATIONS OR
LIABILITIES WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE OR OTHERWISE.
H. Support Plan Exdusions: The following occurrences are not covered by arly Support Plan purchased by Buyer from Seller unde� lhis Agreement:
(a) Covered Equipment malfunclions caused by any of lhe following abnortnal condilions; end if Seller perfornts SuppoR Services as a resull Ihereof, Seller will Invoice Buyer al Sellers slandard
bdlable rales for service, lravel or move, labor and paAs: (i)Shipping damage incurred en roule to Buyers sile or any subsequenLlransport lhereafter, (ii) Force Majeure events, includmg for example,
Floods, lighlning, earlhquake, tornado, hurncane or fire, bombin , lerrorism, armed con0icl, maliclous mischlef, sabotage or other such nalural ormanmade disasters; (iii) Physlcal abuse, misuse,
sprinkler damage, eleclncal surge or abnormal power variafion; �iv) Repairs, mainlenance, or nlodificatlons made by anyone olher lhan Sellers Irained personnel or without Sellers supervision andlor
approval; and (v) Relocation and remstellation of Covered Equipment are not covered under the Support Plan; however, upon requesl Seller, will supervise the removing, craling, relocalion and
reinslallalion of ils producls at Sellers standard billable rates for sernce, lravel or move, labor and parts. . � - - � � -��� � � . . � � . . . � � . .
(b) Mainlenance or replacement of inedia (i.e., floppy disks, prinler supplies, elcJ whalever the reason tor Ioss, fa1Wre or damage;
(c) Servicing of malerial or instrumenis manufactured by anyone olher lhan Seller, Including lhird-party meterial or Insiruments purchased for engineering speclals;
(d) Beta-sile support;
(e) Service calls mada to irain operalors; and/or
(� Service calls made as a result of Buyer-idenlified areas of responsibilily, i.e. m8lfunctl0ns releted l0 6uyefs site wndilions; utitilies and/o� fecilities (poWer, waler, temperalure, humidity,
A Pan ofTherrno Fisher
S C I E N T 1 F I C
Page 6 of 9
Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
vibretion, dust, elcJ or sile compuler/dala nelwork problems or inlegrily.
I. Buyer ResponsibdiUes: Buyer will �ive Sellers Personnel reasonable access lo the Covered Equipmenl whenever Support Service is required Buyer will cooperate wilh Sellers personnel so
Ihal Support Services can be perTormed effiaenlly and wilhoul inlerrupllon. Buyer will permlt Seller to use of Buyers equiPment, including Covered Equipment, that Sellers personnel deem necessary to
perform the Support Services. Buyer �s solely responsible for lhe procurement, inslailatlon, maintenance and fees assoaated wilh all third paRy communicahon equipment and media as needed tor the
pertormance of Support Service under lhe Support Plan including, but not limited to, telephone and equipmenl for remole lransmission of data.
14. INSURANCE. For lhe Term of a Support Plan and/or for the provislon of on-site Services purchased hereunder, as applicable; Seller agrees to malntain and carry liabilily insurance in amounls
set foAh below wilh insurance companies raled B+ or beller by "BEST" ratlng services. Insurence mcludes (a) commercial general �liabilily insurance for a� limit of US$2,000,000 (two mllllon) for eaCh
occurrence and US$4,000,000 (four million) in lhe aggregale (b) Statutory workers' compensalion and employers Ilability insurance (or a limit of US$1,000,000 (one million), (c) Automobile Iiabiiity of
US$2,000,000 (lwo million) and (d) Umbrella coverage of US�5,600,000 (five million). No policy will include a waiver of subrogation. Upon request from Buyer related lo applicable Services, Seller wil
provide lo Buyer a cerlificale of i�surance using Ihe standard ACORD form to evidence lhe I�surance wverage required herein.
15. MEDICARE/MEDICAID REPORTING REQUIREMENTS. If Buyer is a reclpient of Medicare/Medibaid Tunds, Buyer acknowledges Ihat Il has been informed of and agrees lo fully and accurately
account for, and repoA on its applicable cost report, lhe lolal value oF any discount, rebate or olher compensalion pafd hereuntler in a way lhal complies with all applicable federal, slate and local laws
and regulations which estabhsh Safe Harbor for discounls. Buyer may make wrilten request for addilional information irom Selleras needetl to salisfy Buyers reporting requirements. Buyer
acknowledges lhal agreemenl to such reporling requiremenl was a condilion preCedent to SelleYs agreement lo provide Produds and thet Seller would not have entered inlo lhis Agreement had Buyer
not agreed to wmply wilh such obligations.
16. MISCELLANEOUS. (a) Buyer may not delegate any duties or assign any n'ghis o� Galms hereunder withoul Sellers prior wrilten wnsent, and any such aUempled delegation or assignment
shall be void. (b) The rights and obligalions of Ihe parties hereunder shall be governed by and conslrued in 2ccordance wilh the laws of ihe Commonweallh of MassachuseUs, U:S.A. wilhoul reference to
its choice of law provisions. Each party hereby Irrevocably consenls lo the excluslve junsdiction of the state and federaLcourts located in the County of SuBolk, Massachusetts U.S.A. for any aclior
arising oul of or reialing lo Ihls Agreement. Each party hereby waives any olher venue to whlch il may be enlilled by domicile or olherwlse. (c) In Ihe event of any legal proceeding behveen the Seller and
Buyer relaling lo lhis Agreement, neither party may claim lhe nghl to a tnal by Iury, antl both parties waive any righl they may have under applicable law or otheiwlse lo a righl lo a lrial by jury. Any action
ansing under lhis Agreement must be brought within one (1) year from lFie daEs that the cause 6f aclion arose. (d) In the event thet any one or more provisions conlained herein shall be held by a court
o( compelenl jurisdiclion lo be invalid, illegal or unenforceable In any respect, the validiLy, legalily and enforce9bilily of lhe remaining provisions contalned herein shall remain in full force and effect,
unless lhe reviswn materially changes the bargain. (e) Sellers faiiure to enforce, or Sellers waiver of a breach of, any provision wnlemed hereln sha�l not wnslilule a waiver of any other breach or of
such provision. (� Unless otherwise expressly stated on Ihe Product or In the documenlalion accompanying the Product, soflware and/or�Servlces, they are nol approved medical devices and are
infended by Seller to be for "Research Use Only" as defined by the U.S. Food and Drug Adminislration regulations and is not to be used for any illegat or unapproved regulatory purposes, inclUding
wilhout limitation, in vitro diagnoslic uses, ex vivo or in vivo therapeutic uses, or any lype of consumption by or appliralion lo humans or animals. (g) Seller agress not to k�avingly disclose eny
confidenlial information or data oblained by Il during the performance of Services when such informatlon or dala is Gearly identified in writing by Buyer as confidenti2l. Buyer agrees that all pricing,
discounts and lechnical informalion lhal Seller proVides to Buyer are Ihe wnfidenlial and proprielary Infortnation of Seller. The partles agree to keeP�such informalion confidential and not disclose each
olhers confidential informalion lo any lhird party for one (1) year hereaRer, and lo use such informalion solely for Buyers internal purposes and in conneclion with Ihe Products supplled hereunder.
Nothing herein shall reslrict the use of information available to ihe general public. (h) Any nolice or communicalion required or �ermilted hereunder must be in wriling and shall be deemed receiVed when
personally delivered, upon delivery by any infernationally recognized carrier such as Federal Express or similer ovemighl delivery service, or three (3) business days afler being sent by cerli�ed mail,
poslage prepaid, to a party at lhe address specified herein or at such other address as eilher party may from time to lime designale lo lhe olher. (I) Seller may, In ils sole discretlon, provide (i) applicable
Product iraining to Buyer or its employees, or (II) samples of Producis to Buyer for dislribulion lo patients of Buyer. Buyer agrees lo dislribute any such samples lo palients (or petlent use or, if not so
distribuled, to relurn them to Seller. Buyer may not use the samples to provide care lo patients and musl not bill any palienls or lhird party payers when Buyer dispenses Ihe samples. Q) Seller hereby
rejecls and disclaims any rights of Buyer conlained, or oblfgations imposed upon Seller, in any documenl provided, referenced or olherwise submitled by Buyer, in each case, that Seller has nol
expressly inciuded in Ihls Agreement or a writing manually executed by Seller (induding, wilhoul limilalion; any righls of Buyer in resPect of designs, specificahons, source wde or intellectual properly,
owned, created, developed or licensed, by Seller; any rights to items or sernces nokspedfically Idenlified io Sellers qu6talion; any autlit rights o� financial oNset righls of Buyer, any penallies or liquidaled
damages imposed upon Seller; any obligation by Seller lo comply wilh Heallh Insurance Portabillty and Accounlabllily Act of 1996 (as amended), CurrenC Good ManufacWring PracUce regulalions (as
amended), lhe requiremenls, as amended, of the Cusloms-Trade PaAnership Agalnst Terrori5m or any cotle of conduct, quality program, informalion secunly program, background or drug screening
program or other guidelines, programs or policies, fn each case, promuigaled or required by Buye�; any obligalion lhal Seller compty wilh any law lhal, under law, would not olherwise apply lo Seller in
respect of tha fransaclion(s) conlemplaled hereby; any right of Buyer to wdhhold all, or any porton, of the purchase price of any products or services provided hereunder for any period of time; any nght
of Buyer, itself or ihrough any Ihird party, lo remediate any defecls in, replace or re-perform, any products of services prowded hereunder.at 5ellers cost or expense; any otiligalion of Seller to waive, or
require its insurers to waive, any righls of subrogation; any obligalion of Seller thaCwould impair, resirict or prohibit Sellers abihty lo Treety conduct any business wdh any person or in any geogrephy or
market; any early-payment, or other, discount; any obligation of Seller lo mainlain a supply of spares, or olherwise make any.services available, for any particular period of time; any represental�on,
warranty or olher obilgafion of Seller to provide pricing comparable to, or more favorable lhan, lhe priGng ihat Seller p�ovides lo others; any restriction of, or prohibition on, Sellers abilily to modify,
change or diswnlinue any of ds producls, processes or services; or any waiveY by Seller of any righl lo enforce any of fhe terms hereoQ.
BUYER SELLER � - � _ � ..
By: By:
Prinl Name: Print Name:
PrintTille: PrinlTitle: � � � � � � � � . - .
Date: Dale: � � � � � . � - �
Inilial here to in icale B�ement to automalically appiy Ihe Terms and on iUons of Sa e for Products and Service lo all fulure orders of Producis and Services from Seller, whelher or not
th�greement is referenced on Sellers quole or Buyers Purchase Orders, for (writ9 # of years) from laler date of the paAie.s' signelure, or until either party provides wri(len nolice thal lhis
Agreement is terminated.
A Part Of�herm� FlSher
5 C I E N T I F I C
Page 7 of 9
Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
Material Serial no. Your Ref. Descri tion
063978 DXZ0043964 Auxilla Pum
Our record location: Actual location if different:
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
Your Service Contact:
Material Serial no. Your Ref. Descri tion
068888 DX11114493 AS-DV Autosam ler
Our record location: Actual location if different:
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
Your Service Contact:
Material Serial no. Your Ref. Descri tion
070220 DX11113996 VWD Variable Wavelen th Absorbance D
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CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
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072027 DX11102552 Sin le Pum Anal tical Isocraiic
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CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
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Material Serial no. Your Ref. Descri tion
072007 DX11050662 Detector Com artment with Dual Tem e
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CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES.
2600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
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Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
Mafarial Sa�ial nn Ynur Raf � � I�acr.rintinn
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