Standard Service Terms and Conditions

  1. PAYMENT: Payment shall be made by “Customer” (the entity identified on the face of this Agreement) to Beckman Coulter, Inc. (“BCI”) within thirty (30) days of the date of invoice unless otherwise specified on the invoice. Charges for services not covered by this Agreement will be invoiced separately at the time of occurrence and at the prevailing rates for travel, expenses, parts, and labor.

  2. TERMS AND TERMINATIONS: Once accepted by BCI (“Acceptance Date”), this Agreement shall remain in force for the period recorded on the face hereof. Either party may terminate this Agreement upon thirty (30) days’ written notice to the other party. Any service performed prior to the Acceptance Date of this Agreement or performed subsequent to the expiration or termination of this Agreement will be billed at the then current time and materials rate.

  3. CANCELLATION | PRORATION SCHEDULE: In the event that services are cancelled prior to the end of the applicable annual period, BCI may retain, the greater of (i) fifteen percent (15%) of the annual agreement price for each month or part of a month that BCI provides services or (ii) an amount equal to the actual services rendered; any balance will be returned to the customer.

  4. EQUIPMENT AVAILABILITY: BCI shall provide maintenance and repair services to Customer for instruments identified herein. Customer agrees to make such instruments available for servicing at the time of each scheduled preventive maintenance or emergency service call. The BCI Service Representative will contact Customer to set a mutually agreeable date and time, for each service visit.

  5. COSTS INCLUDED: The prices in this Agreement include 24X7 hotline support and the cost of labor, travel, and service parts, provided that the on-site service is performed during the hours covered in the service plan purchased, e.g., Business Hours Service plan. All on-site maintenance service, regardless of the service plan purchased, is provided during regular business hours, unless otherwise agreed by BCI and subject to availability of BCI service personnel. In order to obtain on-site service on the same day as requested, subject to availability of BCI service personnel, customer must submit its request for service before 5 p.m. local time. All on- site service requests submitted and performed outside of coverage hours will require a purchase order from customer.

  6. EXCLUDED SERVICES: BCI shall not be obligated to provide services under this Agreement for:
    1. Damage to instruments resulting from (i) fire, explosion, flood, or the use of contaminated fluids or chemicals not intended for use in the covered instrument, (ii) Customer’s misuse, abuse negligence, negligent operation or care of or improper storage of such instrument(s), (iii) the use of parts, supply items, accessories, reagents, or unauthorized modifications not manufactured or sold by BCI, (iv) repair by persons other than personnel authorized by BCI, unless such repair by others is made with the written consent of BCI, or (v) environmental conditions outside the instrument’s operating range, such as temperature, humidity, space, and electrical supply;
    2. The moving, decontamination, de- install or re- install of covered instrument(s);
    3. Uninterruptible power systems, line conditioners, water or air systems and consumable items.
    4. Laboratory Information Systems (“LIS”) consultation or troubleshooting. Such LIS service may be provided for a flat fee;
    5. Holidays, unless a total 24x7 service plan is purchased. Please refer to www.beckmancoulter.com/companyholidays for a complete list of BCI observed holidays.
    6. Third-party manufactured products such as computers, workstations, servers that are no longer supported by their original manufacturers.

  7. WARRANTY: BCI warrants that the services will be performed in a workmanlike manner and that the parts supplied hereunder shall conform to BCI’s specifications. THE WARRANTIES IN THIS SECTION ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. BCI DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY ABOUT THE MERCHANTABILITY OF THE PRODUCTS, INFRINGEMENT OR THEIR FITNESS FOR A PARTICULAR PURPOSE. BCI’s sole liability under the foregoing warranty is to reservice the instrument(s) and/or repair or replace the defective part or, at BCI’s option, return of the sum paid for such services. If a third party manufactured product is supplied to Customer (such as software, printers, or personal computers), BCI assigns to Customer any rights that may exist under the warranty provided by the manufacturer. However, BCI does not warrant the performance of the third party manufactured product or provide any remedy for failure of the third-party product to perform. In the event that a third party manufactured product is no longer supported by the original manufacturer, BCI may provide an upgrade solution, at an additional fee mutually agreed upon by the parties.

  8. INDEMNITY AND WAIVER: BCI agrees to indemnify and save harmless the Customer from and against any and all claims, demands, suits and expenses by reason of injury or death of any person(s) or damage to any property (except as excluded hereafter) solely and directly attributable to the negligent acts or negligent omissions of BCI, its agents or employees while on the premises of the Customer and arising out of services provided herein. Customer expressly waives any and all claims against BCI (regardless of cause) for all loss or damage resulting from any peril customarily insured under primary and extended coverage insurance policies and for all consequential damages due to loss of profit, loss of goodwill or interruption and/or loss of business or any other cause whatever.

  9. CAUSES BEYOND CONTROL: BCI is not responsible for (i) failure to fulfill its obligations under this Agreement from causes beyond its control or (ii) replacement of any instruments (identified under this Agreement) which BCI reasonably deems to be unrepairable.

  10. WORKER’S COMPENSATIONS: BCI agrees to maintain Worker’s Compensation insurance as may be required by law covering its employees who perform the services.

  11. GOVERNING LAW: This Agreement is entered into and shall be governed and construed by the laws of The State of California, without reference to the conflicts of law provisions.

  12. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; however, the customer may not assign any part of this Agreement without the express written consent of BCI.

  13. COUNTERPARTS: This Agreement may be executed by the parties hereto in several counterparts, each Of which shall be an original and all of which shall constitute together but one and the same agreement.

  14. OWNERSHIP OF PARTS: All parts, for which BCI has supplied a replacement, shall become the property of BCI.

  15. RETURNED GOOD POLICY: BCI’s Returned Material Authorization policy shall apply to any approved returned instruments or parts.

  16. PROService: Service probes remain the property of BCI. BCI may, at its sole discretion, change the features and services of PROService at any time. Customer is responsible for providing network connection to access the Internet and maintaining responsibility for Internet service and security.