Standard Terms and Conditions for Equipment Services

1. AGREEMENT: These Standard Terms and Conditions for equipment services (“Services”) apply to the services described on Beckman Coulter, Inc.’s (“BCI”) quote for the covered instruments and middleware applications (“Equipment”). By accepting the quote for Services, unless modified by a written agreement between the parties, Customer (identified in the quote) agrees to these terms and conditions (which, along with the quote and any attachments incorporated by reference, is the “Agreement”). Any terms or conditions on a purchase order, order acknowledgement or any other documents relating to the services will be null and void. The Agreement is effective on the earlier of Customer’s written or verbal acceptance, or commencement of performance of the services.

2. TERM AND TERMINATION:
2.1. Term. The term of the Agreement is from the “Start Date” to the “End Date” stated on the Quote (“the Term”). In the event different equipment have different start dates, BCI will prorate the fees invoiced such that end date is the same for all equipment.
2.1.1. Renewal. The Agreement will automatically renew for successive one (1) year terms unless otherwise informed by either party of non-renewal, in writing, ninety (90) days prior to the agreement expiration. BCI will utilize an existing purchase order and Customer is responsible for reauthorizing the existing purchase order for the renewal. Customer may provide a new purchase order ninety (90) days prior to the agreement expiration to process renewal fees.
2.2. Termination.
2.2.1. Material Breach. If a Party materially breaches this Agreement and fails to cure such breach within 30 days after the non-breaching Party provides written notice of the breach to the other Party, then the other Party may terminate this Agreement on written notice to the defaulting Party. If BCI terminates the Agreement because of Customer’s breach, BCI will retain all amounts paid in advance as a non-exclusive remedy for Customer’s breach.
2.2.2. Early Termination. Either party may terminate the Agreement before the end of the Term by providing written notice at least 30 days before termination if the Equipment is not rented and is removed from service, Discontinued, or reasonably deemed to be not reparable. If the Agreement is terminated per this provision, then, BCI may retain the greater of (i) fifteen percent (15%) of the annual service price for each total or partial month that BCI provides services, or (ii) an amount equal to the actual services rendered. Any balance will be returned to the Customer.

3. SCOPE:
3.1. Service period. Any service performed outside of the Term will be billed at the then current time and materials rate. A valid, authorized purchase order (PO) number will be required prior to dispatching scheduled or unscheduled service outside the scope of the Agreement. It is the responsibility of the Customer to ensure that individuals requesting service are authorized to contract for services on behalf of the Customer.
3.2. Equipment. During the Term, BCI will provide the maintenance, repair, and support services specified in the Agreement on the Equipment identified by serial number on the Quote (collectively “Covered Equipment”). Covered Equipment does not include any consumables or instrument accessories, such as universal power supply devices, water supplies, computers or printers or products provided by unauthorized parties.
3.3. REMOTE SERVICE & DIAGNOSTICS [IF APPLICABLE]:
3.3.1. Customer shall provide BCI with remote access using only approved BCI remote service solutions to the Equipment, as applicable, under this Agreement. The remote access shall be established through an internet enabled connection and shall be provided through the Customer network as is reasonably necessary for BCI to provide Services under this Agreement, which includes but is not limited to troubleshooting, service issue resolution, or remote software installation purposes. BCI retains ownership of any hardware BCI provides to establish this connection.
3.3.2. The connection will be used to access, gather, and use technical data consisting of product data, performance data related to the Equipment and resource usage data for the purpose of performing the Services as well as product development and reporting services. Any technical data containing personal data as defined under the Data Protection Act 1998 (as amended) will be, where practical, irreversibly anonymized by Customer before BCI is permitted any access thereto and thereafter will be used by BCI, during and after the term of the Agreement, in accordance with all applicable laws and regulations and in a manner that will maintain confidentiality. Only authorized BCI employees will have access to the Equipment or associated data, and such access is documented and auditable.
3.3.3. If Customer fails to establish or maintain remote access as defined in this Section, then BCI shall not be obligated to provide Services contracted for in this Agreement and reserves the right to bill the Customer for the lack of connection or terminate the Agreement.
3.4. Consumables/service parts. Customer is responsible for purchasing and maintaining an on-site inventory of all consumables or billable parts, unless specifically covered under the Agreement. Examples of commonly required consumables and billable parts not covered under the Agreement include but are not limited to rotors, syringes, electrodes, cuvettes, lamps, printers, and probes. For the complete list of excluded parts, please visit http://www.beckmancoulter.com/en/support/consumable-and-service parts. This list is subject to update and change.
3.5. Service Plan. BCI offers different categories of instrument service plans and services (such as professional services). The Quote identifies the service plan or services purchased under the Agreement. BCI does not provide services during regional or company holidays unless 24/7 coverage is purchased. Please refer to the list of holidays BCI observes at https://www.beckmancoulter.com/en/support/company-holidays.
3.6. Exclusions. The following services are excluded from the Services:
3.6.1. Moving, decontamination, de-installation or re-installation of covered equipment.
3.6.2. Uninterruptible power systems, line conditioners, water or air systems and consumable items.
3.6.3. Additional application services after assay verification and training at installation.
3.6.4. Laboratory Information Systems consultation or troubleshooting.
3.6.5. Third-party manufactured products, such as computers, operating system software, workstations, and servers, that are (i) acquired or provided by the Customer; or (ii) no longer supported by their original manufacturer.
3.6.6. Support due to lack of proper IT environment to run the current version of software or lack of IT environment which meets the minimum requirements specified by BCI.
3.6.7. Damage to equipment resulting from: (i) fire, explosion, flood, or the use of contaminated fluids or chemicals not intended for use in the covered equipment, (ii) misuse, abuse, negligence, negligent operation or care, (iii) failure to complete operator required, maintenance, or improper storage of such equipment, (iv) the use of parts, supply items, accessories, reagents, or modifications not manufactured, authorized or sold by BCI, (v) repair by persons other than personnel authorized by BCI, unless such repair by others is made with the written consent of BCI, (vi) environmental conditions outside the equipment’s operating range, such as temperature, humidity, space, and electrical supply

4. PRICE AND PAYMENT:
4.1. Price. The prices Customer must pay for the Services are as stated in this Agreement.
4.2. Price adjustments. Prices will remain firm for the first twelve (12) months from the Effective Date. After twelve (12) months, and each year thereafter, BCI may increase prices of the applicable Services by the rate of inflation as indicated in the medical care expenditure category in the Consumer Price Index for all Urban Consumers (unadjusted).
4.3. Equipment Age. Equipment older than seven (7) years will be subject to an additional annual surcharge of up to five percent (5%) each year until the Equipment reaches ten (10) years of age. Equipment ten (10) years of age or older will be eligible for a service agreement only upon approval from BCI and will be subject to a minimum annual surcharge of fifteen percent (15%) due to the age of the Equipment.
4.4. Invoice. BCI will invoice Customer for the Services at the beginning of each Services period or as specified in the quote. Payment terms are thirty (30) days from the date of invoice. Failure to timely pay the invoice or failure to start service coverage timely (such as after the end of the previous coverage term) may lead to increase in pricing.

5. CUSTOMER RESPONSIBILITIES: This Agreement only covers repairs of defects arising from Customer’s use of Equipment under normal conditions in compliance with BCI’s operator manual and is subject to the below. In the event that the Customer fails to meet the requirements specified in this section, BCI reserves the right to charge for any additional service events incurred at then current time and materials rates (with a minimum charge of two (2) hours of labor). In the event of a missed training event, the then current daily rate would apply (with a minimum charge of one (1) day).
5.1. Hazard-free Environment. Customer agrees to provide and maintain a suitable, safe, and hazard-free location and environment for the Equipment, and that the Equipment is free from pathogenic, toxic, and radioactive material before BCI service personnel are allowed to work on it.
5.2. Equipment Availability. Customer agrees to provide prompt and unencumbered physical access to the Equipment as necessary to perform the Services. This includes providing and maintaining remote access to the Equipment and, if applicable, to permit BCI to perform support services and meet service levels through remote diagnostic and repair services. BCI and Customer will set a mutually agreeable date and time for each service visit.
5.3. Staff Availability. Reasonable Customer cooperation is required for Customer training to be scheduled, coordinated, and attended. Reasonable cooperation is defined as Customer responding in a timely manner and being accountable to schedule meeting and services.
5.4. Required Maintenance. Customer agrees to follow BCI requirement given for proper maintenance and use of the Equipment. This includes, but is not limited to, performing (i) basic troubleshooting activities as recommended by BCI Customer Technical Support (CTS) for applicable service events; (ii) operator required maintenance as documented in the Instructions for Use (IFU), which includes inspecting, cleaning, replacing, installing, and calibrating Equipment parts and functions at a frequency in accordance with the Equipment documentation.

6. 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 the sum paid for such services.

7. INDEMNITY: BCI agrees to indemnify and save harmless the Customer from and against any and all third-party 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.

8. LIMITATION OF LIABILITY: EXCEPT FOR BREACH OF CONFIDENTIALITY, NEITHER PARTY WILL HAVE ANY LIABILITY TO THE OTHER, OR ANY THIRD PARTIES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PENAL LOSS OR DAMAGE OF ANY NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR LOSS OF USE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE.

9. Confidential Information and Customer Data.
9.1. If BCI discloses to Customer any non-public information, including future BCI products, software, and services, then Customer will keep that information confidential and not disclose it to any third parties. If Customer provides BCI with any feedback regarding any BCI product, software, or service, BCI may use any such feedback for any purpose, without notice, restriction, or compensation.
9.2. Customer must remove or delete all data from the Equipment before returning to BCI. BCI will delete any data remaining on returned Equipment and will not provide Customer with a copy of the deleted data. BCI will not have any responsibility or liability for data remaining on returned Equipment.

10. Disclosure Requirements. The Parties intend that any discounts, rebates, or other price reductions (collectively “Discounts”) that Customer receives from BCI comply with the federal Anti-Kickback Statute at 42 U.S.C. § 1320a-7b and the safe harbor provisions at 42 C.F.R. § 1001.952. Customer will accurately report all Discounts if legally required, including the allocation of Discounts across products and services.

11. 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 equipment (identified under this Agreement) which BCI reasonably deems to be unrepairable.

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

13. GOVERNING LAW: This Agreement is entered into and shall be governed and construed by the laws of the State where Customer is located, without reference to the conflicts of law provisions. Each party expressly waives its rights to trial by jury.

14. 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.

15. 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.

16. COMPLETE AGREEMENT: This Agreement constitutes the entire understanding and agreement between BCI and Customer concerning the subject matter hereof and supersedes all prior or contemporaneous negotiations.

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

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

19. EQUIPMENT OBSOLESCENCE AND DISCONTINUANCE: BCI may announce an obsolescence date for the Equipment, where new equipment will no longer be available for sale, but service, reagents, and consumables will continue to be available until the final discontinuation date. In the event that BCI announces a discontinuation date for the Equipment, BCI reserves the right not to renew an Agreement on any affected Equipment. Any Agreement in effect beyond the announced discontinuance date will be considered a “reasonable effort” Agreement so long as BCI can reasonably procure the parts and expertise necessary to provide the Services under the Agreement. BCI or the Customer may remove any applicable Equipment with an announced discontinuance date from the Agreement.

Revision: September 2024