kraus medixx 60 chiller -elliott – jones – f

kraus medixx 60 chiller -elliott – jones – f
SIEMENS
Siemens Medical Solutions USA, Inc.
40 Liberty Boulevard, Malvern, PA 19355
Fax: (901) 255-2799
SIEMENS REPRESENTATIVE
Stephen Jones - (901) 896-8430
Customer Number: 0000070981
Date: 11/5/2015
SCOTT & WHITE HEALTHCARE, BY: BAYLOR SCOTT & WHITE HEALTH, ITS AGENT
300 University Blvd and FM-1460
Round Rock, TX 78664
Siemens Medical Solutions USA, Inc. is pleased to submit the following quotation for the products and services
described herein at the stated prices and terms, subject to your acceptance of the terms and conditions on the face
and back hereof, and on any attachment hereto.
Table of Contents
Page
SPAS CSG Accessories and Supplies-Local (Quote Nr. 1-D61DVM Rev. 0) .............................................................. 3 OPTIONS for SPAS CSG Accessories and Supplies-Local (Quote Nr. 1-D61DVM Rev. 0) ....................................... 4 General Terms and Conditions ..................................................................................................................................... 5 Warranty Information .................................................................................................................................................. 12 Contract Total: $44,100
(total does not include any Optional or Alternate components which may be selected)
Proposal valid until 12/20/2015
Estimated Delivery Date: Four to six weeks from date of formal Siemens acceptance of customer order. Estimated
delivery date is subject to change based upon factory lead times, acceptance date of this quote, customer site
readiness, and other factors. A Siemens representative will contact you regarding the final delivery date.
--------------------Customer is responsible for all installation related tasks. Start up and first year warranty included in our price.
Accepted and Agreed to by:
Siemens Medical Solutions USA, Inc.
By (sign):
Name:
Title:
Date:
Stephen Jones
Account Executive
SCOTT & WHITE HEALTHCARE, BY: BAYLOR
SCOTT & WHITE HEALTH, ITS AGENT
By (sign):
Name:
Title:
Date:
By signing below, signor certifies that no modifications or additions have been made to the Quotation.
Any such modifications or additions will be void.
By (sign): _____________________________
Created: 11/5/2015 3:08:00 PM
PRO 1-D629H1
Siemens Medical Solutions USA, Inc. Confidential
Page 1 of 12
SIEMENS
Siemens Medical Solutions USA, Inc.
40 Liberty Boulevard, Malvern, PA 19355
Fax: (901) 255-2799
SIEMENS REPRESENTATIVE
Stephen Jones - (901) 896-8430
Quote Nr:
1-D61DVM Rev. 0
Terms of Payment:
10% Down, 80% Delivery, 10% Installation
Free On Board: Destination
SAA - Siemens Strategic Alliance
Purchasing Agreement:
SAA - Siemens Strategic Alliance terms and conditions
apply to Quote Nr 1-D61DVM
Created: 11/5/2015 3:08:00 PM
PRO 1-D629H1
Siemens Medical Solutions USA, Inc. Confidential
Page 2 of 12
SIEMENS
Siemens Medical Solutions USA, Inc.
40 Liberty Boulevard, Malvern, PA 19355
Fax: (901) 255-2799
SIEMENS REPRESENTATIVE
Stephen Jones - (901) 896-8430
SPAS CSG Accessories and Supplies-Local
All items listed below are included for this system: (See Detailed Technical Specifications at end of Proposal.)
Qty
Part No.
Item Description
1
KKT927144
KKT medixX 60 chiller
Extended
Price
$39,600
SEP-CHILLER 60 kW
The KKT water chiller is designed as a compact outdoor unit, with an air cooled condenser
system. The chiller has a capacity of 60kw for use with SEP cabinet and Siemens MRIsystems:
MAGNETOM
Avanto/Espree/Trio
a
Tim-System/Verio/Aera(XQ
gradient)/Skyra/Avanto Fit/Prisma Fit/Skyra Fit/Prisma.
Technical Specifications:
Nominal cooling capacity: 60 kW
Refrigerant: R407C
Charge of Refrigerant: 31 lbs.
Quantity of compressors: 2
Max. ambient air temperature:120°F
Min. ambient air temperature: -13 °F
Coolant: 35 - 38 vol% glycol
Coolant outlet temperature range: 42.8 - 53.6 °F
Temperature stability: ±1.5 K
Air flow rate: 21,780 cfm
Coolant Rate (min/max): 35.24/44.05 gpm
Pumping pressure: max. 98.6 psig
Sound pressure level: 67 dB(A)
Operating Voltage: 480 V/3Ph/60 Hz
Overcurrent protection device: 80 A
Power consumption: 53.82 HP
Protection Class: IP 54
Water connection (<82 ft.): 2 in.
Shipping weight: 2,430 lbs.
Operating weight: 1,804 lbs.
Length: 84.45 in
Width: 43.31 in
Heigth: 80.71 in
NOTE: Typical Installation requires the chiller piping be restricted to 148 feet with 2 in pipe:
<99 feet above and <82 feet below the MRI. The altitude of the site must be <9840 feet above
sea level. KKT Kraus must be consulted when these values are exceeded.
Chiller is OSHPD certified and includes the seismic brackets.
The price does not include the chiller installation, and start up.
1
KRAUS_CHILI
NST
$4,500
Kraus Start-up and Warranty
System Total:
Created: 11/5/2015 3:08:00 PM
PRO 1-D629H1
Siemens Medical Solutions USA, Inc. Confidential
$44,100
Page 3 of 12
SIEMENS
Siemens Medical Solutions USA, Inc.
40 Liberty Boulevard, Malvern, PA 19355
Fax: (901) 255-2799
OPTIONS on Quote Nr:
SIEMENS REPRESENTATIVE
Stephen Jones - (901) 896-8430
1-D61DVM Rev. 0
OPTIONS for SPAS CSG Accessories and Supplies-Local
All items listed below are OPTIONs and will be included on this system ONLY if initialed:
Qty
1
Part No.
Item Description
KKT_MEDFCU
KKT Free Cooling Unit (FCU)
Extended
Price
Initial to
Accept
+ $8,876
X
+ $7,200
X
The KKT FCU (Free Cooling Unit) is an economical method of using low
ambient temperatures (? +68°F) to assist in cooling the return water from the
MRI. Therefore, during fall, winter, and spring, the KKT FCU can produce water
cool enough (in most cases) to eliminate the need to operate the ECO chiller.
The main goal of the KKT Free cooling unit is to avoid the energy costs
associated with operating the ECO chiller during colder seasons and also to
provide emergency backup just in case the chiller goes down.
This is an optional accessory to the KKT Medixx 60 chiller.
1
KKT920100
KKT Transfer Station-1.5in
Used in conjunction with the Medixx 60 chiller for emergency cooling using tap
water.
FINANCING: The equipment listed above may be financed through Siemens. Ask us about our full range of
financial products that can be tailored to meet your business and cash flow requirements. For further information,
please contact your local Sales Representative.
ACCESSORIES: Don't forget to ask us about our line of OEM imaging accessories to complete your purchase. All
accessories can be purchased or financed as part of this order. To purchase accessories directly or to receive our
accessories catalog, please call us directly at 1-888-222-9944 or contact your local Sales Representative.
COMPLIANCE: Compliance with legal and internal regulations is an integral part of all business processes at
Siemens. Possible infringements can be reported to our Helpdesk “Tell us” function at www.siemens.com/tell-us.
Created: 11/5/2015 3:08:00 PM
PRO 1-D629H1
Siemens Medical Solutions USA, Inc. Confidential
Page 4 of 12
SIEMENS
Siemens Medical Solutions USA, Inc.
40 Liberty Boulevard, Malvern, PA 19355
Fax: (901) 255-2799
SIEMENS REPRESENTATIVE
Stephen Jones - (901) 896-8430
Siemens Medical Solutions USA, Inc. General Terms and Conditions
1. GENERAL
1.1 Contract Terms and Acceptance. These terms and conditions constitute
an integral part of any contract between Seller and Purchaser identified on the
first page hereof and shall govern the sale of the products identified in such
contract (“Products”). Purchaser acknowledges that this is a commercial and
not a consumer transaction. Purchaser shall be deemed to have assented to,
and to have waived any objection to, this Agreement upon the earliest to occur
of any of the following: Purchaser’s completion or execution of this Agreement;
Purchaser’s acceptance of all or any part of the Products; Purchaser’s issuance
of a purchase order for any Products identified on Seller’s quotation or
proposal; or delivery of the Products to the common carrier for shipment
pursuant hereto.
1.2 Refurbished/Used Products. For Products identified on this Agreement as
used or refurbished Products, these Products have been previously owned and
used. When delivered to Purchaser, such Products will perform in accordance
with the manufacturer’s specifications. Since pre-owned Products may be
offered simultaneously to several customers, the availability of such Products to
Purchaser cannot be guaranteed. If the Products are no longer available,
Seller will use its best efforts to identify other suitable products in its inventory.
If substitute products are not acceptable to Purchaser, then Seller will cancel
the order and refund to Purchaser any deposits previously paid. The warranty
period for any used or refurbished Products will be separately stated on the
quotation.
1.3 Third Party Products. If this Agreement includes the sale of third party
products not manufactured by Seller, then Purchaser agrees and
acknowledges that (a) Purchaser has made the selection of these products on
its own, (b) the products are being acquired by Seller solely at the request of
and for the benefit and convenience of Purchaser, (c) no representation,
warranty or guarantee has been made by Seller with respect to the products,
(d) the obligation of Purchaser to pay Seller for the products is absolute and
unconditional, (e) use of the products may be subject to Purchaser’s agreement
to comply with any software licensing terms imposed by the manufacturer; and
(f) unless otherwise indicated by Seller in writing, Seller is not responsible for
any required installation,
validation,
product recall, warranty service,
maintenance, complaint handling, or any other applicable FDA regulatory
requirements, and the Purchaser will look solely to the manufacturer regarding
these services and will assert no claim against Seller with respect to these
products.
2. PRICES
2.1 Quotations. Unless otherwise agreed to in writing or set forth in the
quotation, all prices quoted by Seller and amounts payable by Purchaser are in
U.S. dollars, and include Seller’s standard packaging. The prices quoted to
Seller assume that the Seller is located in, and will use the Products in, the
U.S. If not, such quotation will be void. Unless otherwise stated, the quotation
shall only be valid for forty-five (45) days from the date of the quotation.
2.2 Delay in Acceptance of Delivery. Should the agreed delivery date be
postponed by Purchaser, Seller shall have the right to deliver the Products to
storage at Purchaser's risk and expense, and payments due upon delivery shall
become due when Seller is ready to deliver.
3. TAXES
3.1 Any sales, use or manufacturer's tax which may be imposed upon the sale
or use of Products, or any property tax levied after readiness to ship, or any
excise tax, license or similar fee (excluding the Medical Device Excise Tax as
set forth in Section 4191 of the Internal Revenue Code of 1986, as amended)
required under this transaction, shall be in addition to the quoted prices and
shall be paid by Purchaser. Notwithstanding the foregoing, Seller agrees to
honor any valid exemption certificate provided by Purchaser.
4. TERMS OF PAYMENT; DEFAULT
4.1 Payments; Due Date. Unless otherwise set forth in the quotation,
Purchaser shall pay Seller as follows: an initial deposit of 10% of the purchase
price for each Product is due upon submission of the purchase order, an
additional 80% of the purchase price is due upon delivery of each Product, and
the final 10% of the purchase price is due upon completion of installation or
when the Products are available for first patient use, whichever occurs first.
Unless otherwise agreed, all payments other than the initial deposit are due net
thirty (30) days from the date of invoice. Seller shall have no obligation to
complete installation until the payment due upon delivery is received. Partial
shipments shall be billed as made, and payments for such shipments will be
made in accordance with the foregoing payment terms.
Created: 11/5/2015 3:08:00 PM
PRO 1-D629H1
4.2 Late Payment. A service charge of 1½% per month, not to exceed the
maximum rate allowed by law, shall be made on any portion of Purchaser's
outstanding balance which is not paid when due. Payment of such service
charge shall not excuse or cure Purchaser’s breach or default for late payment.
4.3 Payment of Lesser Amount. If Purchaser pays, or Seller otherwise
receives, a lesser amount than the full amount provided for under this
Agreement, such payment shall not constitute or be construed other than as
on account of the earliest amount due Seller. No endorsement or statement on
any check or payment or elsewhere shall constitute or be construed as an
accord or satisfaction.
4.4 Where Payment Due Upon Installation or Completion. Should any terms
of payment provide for either full or partial payment upon completion of
installation or thereafter, and completion of installation is delayed for any
reason for which Seller is not responsible beyond the installation date set forth
in the Notice to Manufacture Letter issued by Seller, as applicable, then the
balance of payments shall be due on the day following such installation date.
4.5 Default; Termination. Each of the following shall constitute an event of
default under this Agreement: (i) a failure by Purchaser to make any payment
when due; (ii) a failure by Purchaser to perform any other obligation under this
Agreement within thirty (30) days of receipt of written notice from Seller; or (iii)
the commencement of any insolvency, bankruptcy or similar proceedings by or
against Purchaser.
Upon the occurrence of any event of default, at Seller’s election: (a) the entire
amount of any indebtedness and obligation due Seller under this Agreement
and interest thereon shall become immediately due and payable; (b) Seller
may suspend the performance of any of Seller’s obligations hereunder,
including, but not limited to, obligations relating to delivery, installation and
warranty services; (c) Purchaser shall put Seller in possession of the Products
upon demand; (d) Seller may sell or otherwise dispose of all or any part of the
Products and apply the proceeds thereof against any indebtedness or
obligation of Purchaser under this Agreement; (e) if this Agreement or any
indebtedness or obligation of Purchaser under this Agreement is referred to an
attorney for collection or realization, Purchaser shall pay to Seller all costs of
collection and realization (including, without limitation, a reasonable sum for
attorneys’ fees); and Purchaser shall pay any deficiency remaining after
collection of or realization by Seller on the Products. In addition, Seller may
terminate this Agreement upon written notice to Purchaser in the event that
Purchaser is not approved for credit or upon the occurrence of any material
adverse change in the financial condition or business operations of Purchaser.
4.6 Financing. Notwithstanding any arrangement that Purchaser may make
for the financing of the purchase price of the Products, the parties agree that
any such financing arrangement shall have no effect on the Purchaser’s
payment obligations under this Agreement, including but not limited to Sections
4.1 and 4.2 above.
5. EXPORT TERMS
5.1 Unless other arrangements have been made, payment on export orders
shall be made by irrevocable confirmed letter of credit, payable in U.S. dollars
against Seller’s invoice and standard shipping documents. Such letter of credit
shall be in an amount equal to the full purchase price of the Products and shall
be established in a U.S. bank acceptable to Seller. Purchaser shall have sole
responsibility to procure all necessary permits and licenses for shipment and
compliance with any governmental regulations concerning control of final
destination of Products.
5.2 Purchaser agrees that Products shall not at any time directly or indirectly
be used, exported, sold, transferred, assigned or otherwise disposed of in a
manner which will result in non-compliance with applicable export Control and
US Sanction laws and regulations. If Purchaser purchases a Product at the
domestic price and exports such Product, or transfers such Product to a third
party for export, outside of the U.S., Purchaser shall pay to Seller the difference
between the domestic price and the international retail price of such Product.
Purchaser shall deliver to Seller, upon Seller’s request, written assurance
regarding compliance with this Section in form and content acceptable to
Seller.
6. DELIVERY, RISK OF LOSS
6.1 Delivery Date. Delivery and installation dates will be established by mutual
agreement of the parties as set forth in the Notice to Manufacture Letter issued
by the Seller, as applicable. Seller shall make reasonable efforts to meet such
delivery date(s).
6.2 Risk of Loss; Title Transfer. Unless otherwise agreed to in writing, the
following shall apply:
Siemens Medical Solutions USA, Inc. Confidential
Page 5 of 12
SIEMENS
Siemens Medical Solutions USA, Inc.
40 Liberty Boulevard, Malvern, PA 19355
Fax: (901) 255-2799
(a) For Products that do not require installation by Seller, and for options and
add-on products purchased subsequent to delivery and installation of Products
purchased under this Agreement, delivery shall be complete upon transfer of
possession to common carrier, F.O.B. Shipping Point, whereupon title to and all
risk of loss, damage to or destruction of the Products shall pass to Purchaser.
(b) For Products that require installation by Seller, delivery shall be complete
upon delivery of the Products to Purchaser’s designated site, F.O.B.
Destination; whereupon title to and all risk of loss, damage to or destruction of
such Products shall pass to Purchaser upon completion of delivery.
(c) All freight charges and other transportation, packing and insurance costs,
license fees, custom duties and other similar charges shall be the sole
responsibility of Purchaser unless included in the purchase price or otherwise
agreed to in writing by Seller. In the event of any loss or damage to any of the
Products during shipment, Seller and Purchaser shall cooperate in making any
insurance claim.
7. SECURITY INTEREST/FILING
7.1 Purchaser grants to Seller a security interest in the Products until payment
in full by Purchaser. Purchaser shall sign any financing statements or other
documents necessary to perfect Seller’s security interests in the Products.
Purchaser further represents and covenants that (a) it will keep the Products in
good order and repair until the purchase price has been paid in full, (b) it will
promptly pay all taxes and assessments upon the Products or the use thereof,
(c) it will not attempt to transfer any interest in the Products until the purchase
price has been paid in full, and (d) it is solvent and financially capable of paying
the full purchase price for the Products.
8. CHANGES, CANCELLATION, AND RETURN
8.1 Orders accepted by Seller are not subject to change except upon Seller’s
written agreement.
8.2 Orders accepted by Seller are non-cancellable by Purchaser except upon
Seller’s written consent and payment by Purchaser of a cancellation charge
equal to 10% of the price of the affected Products, plus any shipping,
insurance, inspection and refurbishment charges; the cost of providing any
training, education, site evaluation or other services completed by Seller; and
any return, cancellation or restocking fees with respect to any Third Party
Products ordered by Seller on behalf of Purchaser. Seller may retain any
payments received from Purchaser up to the amount of the cancellation
charge. In no event can an order be cancelled by Purchaser or Products be
returned to Seller after shipment.
8.3 Seller reserves the right to change the manufacture and/or design of its
Products if, in the judgment of Seller, such change does not alter the general
function of the Products.
9. FORCE MAJEURE
9.1 Seller shall not be liable for any loss or damage for delay in delivery,
inability to install or any other failure to perform due to causes beyond its
reasonable control including, but not limited to, acts of God or the public, war,
civil commotion, blockades, embargoes, calamities, floods, fires, earthquakes,
explosions, storms, strikes, lockouts, labor disputes, or unavailability of labor,
raw materials, power or supplies. Should such a delay occur, Seller may
reasonably extend delivery or production schedules or, at its option, cancel the
order in whole or part without liability other than to return any unearned deposit
or prepayment.
10. WARRANTY
10.1 Seller warrants that the Products manufactured by Seller and sold
hereunder shall be free from defects in material or workmanship under normal
use and service for the warranty period. The final assembled Products shall be
new although they may include certain used, reworked or refurbished parts and
components (e.g., circuit boards) that comply with performance and reliability
specifications and controls. Seller’s obligation under this warranty is limited, at
Seller’s option, to the repair or replacement of the Product or any part thereof.
Unless otherwise set forth in the Product Warranty attached hereto and
incorporated herein by reference (“Product Warranty”), the warranty period
shall commence upon the earlier of the date that the Products have been
installed in accordance with Section 12.5 hereof (which date shall be confirmed
in writing by Seller) or first patient use, and shall continue for twelve (12)
consecutive months. Seller makes no warranty for any Products made by
persons other than Seller or its affiliates, and Purchaser’s sole warranty
therefor, if any, is the original manufacturer's warranty, which Seller agrees to
pass on to Purchaser, as applicable. The warranty provided by Seller under this
Section 10 extends only to the original Purchaser, unless the Purchaser obtains
the Seller’s prior written consent with respect to any sale or other transfer of the
Products during the term of the warranty.
10.2 No warranty extended by Seller shall apply to any Products which have
been damaged by fire, accident, misuse, abuse, negligence, improper
application or alteration or by a force majeure occurrence as described in
Created: 11/5/2015 3:08:00 PM
PRO 1-D629H1
SIEMENS REPRESENTATIVE
Stephen Jones - (901) 896-8430
Section 9 hereof or by the Purchaser’s failure to operate the Products in
accordance with the manufacturer’s instructions or to maintain the
recommended operating environment and line conditions; which are defective
due to unauthorized attempts to repair, relocate, maintain, service, add to or
modify the Products by the Purchaser or any third party or due to the
attachment and/or use of non-Seller supplied parts, equipment or software
without Seller’s prior written approval; which failed due to causes from within
non-Seller supplied equipment, parts or software including, but not limited to,
problems with the Purchaser’s network; or which have been damaged from the
use of operating supplies or consumable parts not approved by Seller. In
addition, there is no warranty coverage for any transducer or probe failure due
to events such as cracking from high impact drops, cable rupture from rolling
equipment over the cable, delamination from cleaning with inappropriate
solutions, or TEE bite marks. Seller may effectuate any repairs at Purchaser’s
facility, and Purchaser shall furnish Seller safe and sufficient access for such
repair. Repair or replacement may be with parts or products that are new, used
or refurbished. Repairs or replacements shall not interrupt, extend or prolong
the term of the warranty. Purchaser shall, upon Seller’s request, return the
non-complying Product or part to Seller with all transportation charges prepaid,
but shall not return any Product or part to Seller without Seller’s prior written
authorization. Purchaser shall pay Seller its normal charges for service and
parts for any inspection, repair or replacement that falls outside of Seller’s
warranty.
Seller’s warranty does not apply to consumable materials,
disposables, supplies, accessories and collateral equipment, except as
specifically stated in writing or as otherwise set forth in the Product Warranty.
10.3 This warranty is made on condition that immediate written notice of any
noncompliance be given to Seller and Seller’s inspection reveals that
Purchaser's claim is covered under the terms of the warranty (i.e., that the
noncompliance is due to traceable defects in original materials and/or
workmanship).
10.4 Purchaser shall provide Seller with both on-site and remote access to the
Products. The remote access shall be provided through the Purchaser’s
network as is reasonably necessary for Seller to provide warranty services
under this Agreement.
Remote access will be established through a
broadband internet-based connection to either a Purchaser owned or Seller
provided secure end-point. The method of connection will be a Peer-to-Peer
VPN IPsec tunnel (non-client based) with specific inbound and outbound port
requirements.
10.5 Warranty service will be provided without charge during Seller's regular
working hours (8:30-5:00), Monday through Friday, except Seller’s recognized
holidays. If Purchaser requires that service be performed outside these hours,
such service can be made available at an additional charge, at Seller’s then
current rates. The obligations of Seller described in this Section are Seller’s
only obligations and Purchaser’s sole and exclusive remedy for a breach of
product warranty.
10.6 SELLER MAKES NO WARRANTY OTHER THAN THE ONE SET
FORTH HEREIN AND IN THE PRODUCT WARRANTY. SUCH WARRANTY
IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR
PURPOSES, AND SUCH CONSTITUTES THE SOLE AND EXCLUSIVE
WARRANTY MADE WITH RESPECT TO THE PRODUCTS, SERVICE OR
OTHER ITEM FURNISHED UNDER THIS AGREEMENT.
10.7 In the event of any inconsistencies between the terms of this Section 10
and the terms of the Product Warranty, the terms of the Product Warranty shall
prevail.
11. LIMITATION OF LIABILITY
11.1 In no event shall Seller’s liability hereunder exceed the actual loss or
damage sustained by Purchaser, up to the purchase price of the Products. The
foregoing limitation of liability shall not apply to claims for bodily injury or
damages to real property or tangible personal property to the extent arising
from Seller’s negligence or a product defect.
11.2 SELLER SHALL NOT BE LIABLE FOR ANY LOSS OF USE, REVENUE
OR ANTICIPATED PROFITS; COST OF SUBSTITUTE PRODUCTS OR
SERVICES; LOSS OF STORED, TRANSMITTED OR RECORDED DATA; OR
FOR ANY INDIRECT, INCIDENTAL, UNFORESEEN, SPECIAL, PUNITIVE
OR CONSEQUENTIAL DAMAGES WHETHER BASED ON CONTRACT,
TORT, STRICT LIABILITY OR ANY OTHER THEORY OR FORM OF
ACTION, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY
THEREOF, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE SALE OR USE OF THE PRODUCTS.
THE
FOREGOING IS A SEPARATE, ESSENTIAL TERM OF THIS AGREEMENT
AND SHALL BE EFFECTIVE UPON THE FAILURE OF ANY REMEDY,
EXCLUSIVE OR NOT.
12. INSTALLATION - ADDITIONAL CHARGES
12.1 General. Unless otherwise expressly stipulated in writing, the Products
Siemens Medical Solutions USA, Inc. Confidential
Page 6 of 12
SIEMENS
Siemens Medical Solutions USA, Inc.
40 Liberty Boulevard, Malvern, PA 19355
Fax: (901) 255-2799
SIEMENS REPRESENTATIVE
Stephen Jones - (901) 896-8430
shall be installed by and at the expense of Seller except that Seller shall not
provide rigging or site preparation services unless otherwise agreed to in
writing by Seller for an additional charge. Seller will not install accessory items
such as cabinets, illuminators, darkroom equipment or processors for X-Ray
and CT equipment, unless otherwise agreed to in writing by Seller.
12.2 Installation by Seller. If Seller specifies it will install the Products, the
following applies: subject to fulfillment of the obligations set forth in Section
12.3 below, Seller shall install the Products and connect them to the requisite
safety switches and power lines to be installed by Purchaser. Except as
otherwise specified below, if such installation and connection are performed by
Seller‘s technical personnel, prices shown include the cost thereof, provided
that the installation and connection can be performed within the Continental
United States or Puerto Rico and during normal business hours. Any overtime
charges or other special expenses shall be additional charges to the prices
shown.
12.3 Purchaser's Obligations. Purchaser shall, at its expense, provide all
proper and necessary labor and materials for plumbing service, carpentry work,
conduit wiring, and other preparations required for such installation and
connection. All such labor and materials shall be completed and available at
the time of delivery of the Products by Seller. Additionally, Purchaser shall
provide free access to the installation site and, if necessary, safe and secure
space for storage of Products and equipment prior to installation by Seller.
Purchaser shall be responsible, at its sole cost and expense, for obtaining all
permits, licenses and approvals required by any federal, state or local
authorities in connection with the installation and operation of the Products,
including but not limited to any certificate of need and zoning variances.
Purchaser shall provide a suitable environment for the Products and shall
ensure that its premises are free of hazardous conditions and any concealed or
dangerous conditions and that all site requirements are met. Seller shall delay
its work until Purchaser has completed the removal of any hazardous materials
or has taken any other precautions and completed any other work required by
applicable regulations. Purchaser shall reimburse Seller for any increased
costs and expenses incurred by Seller that are the result of or are caused by
any such delay. In the event that Seller is requested to supervise the
installation of the Products, it remains the Purchaser's responsibility to comply
with local regulations. Seller is not an architect and all drawings furnished by
Seller are not construction drawings. If local labor conditions, including a
requirement to use union labor, require the use of non-Seller employees to
participate in the installation of the Product or otherwise causes delays or any
additional expenses, then any such additional costs shall be at Purchaser’s
expense.
12.4 Regulatory Reporting. In the event that any regulatory activity is
performed by anyone other than Seller’s authorized personnel, then Purchaser
shall be responsible for fulfilling any and all reporting requirements.
12.5 Completion of Installation. Installation shall be complete upon the
conclusion of final calibration and checkout under Seller’s standard procedures
to verify that the Products meet applicable written performance specifications.
Notwithstanding the foregoing, first use of the Products by Purchaser, its
agents or employees for any purpose after delivery shall constitute completion
of installation.
13.
PATENT, COPYRIGHT AND OTHER INFRINGEMENT
CLAIMS
13.1 Infringement by Seller. Seller warrants that the Products manufactured
by Seller and sold hereunder do not infringe any U.S. patent or copyright. If
Purchaser receives a claim that any such Products, or parts thereof, infringe
upon the rights of others under any U.S. patent or copyright, Purchaser shall
notify Seller immediately in writing. Provided that Purchaser gives Seller
information, assistance and exclusive authority to evaluate, defend and settle
such claims, Seller shall at its own expense and option: indemnify and defend
Purchaser against such claims; settle such claims; procure for Purchaser the
right to use the Products; or remove or modify them to avoid infringement. If
none of these alternatives is available on terms reasonable to Seller, then
Purchaser shall return the Products to Seller and Seller shall refund to
Purchaser the purchase price paid by Purchaser less reasonable depreciation
for Purchaser’s use of the Products. The foregoing states Seller’s entire
obligation and liability, and Purchaser’s sole remedy, for claims of infringement.
13.2 Infringement by Purchaser. If some or all of the Products sold hereunder
are made by Seller pursuant to drawings or specifications furnished by
Purchaser, or if Purchaser modifies or combines, operates or uses the
Products other than as specified by Seller or with any product, data, software,
apparatus or program not provided or approved by Seller, then the indemnity
obligation of Seller under Section 13.1 shall be null and void.
14.
DESIGNS
CONFIDENTIALITY
AND
TRADE
SECRETS;
LICENSE;
14.1 Any drawings, data, designs, software programs or other technical
information supplied by Seller to Purchaser in connection with the sale of the
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PRO 1-D629H1
Products shall remain Seller’s property and shall at all times be held in
confidence by Purchaser.
14.2 For all Products which utilize software for their operation, such
"Applications Software" shall be licensed to Purchaser under the terms of
Seller’s Software License Schedule attached hereto.
14.3 Seller and Purchaser shall maintain the confidentiality of any information
provided or disclosed to the other party relating to the business, customers
and/or patients of the disclosing party, as well as this Agreement and its terms
(including the pricing and other financial terms under which the Purchaser will
be purchasing the Products). Each party shall use reasonable care to protect
the confidentiality of the information disclosed, but no less than the degree of
care it would use to protect its own confidential information, and shall only
disclose the other party’s confidential information to its employees and agents
having a need to know this information. The obligations of confidentiality set
forth herein shall not apply to any information in the public domain at the time of
disclosure or that is required to be disclosed by court order or by law.
15. ASSIGNMENT
15.1 Neither party may assign any rights or obligations under this Agreement
without the prior written consent of the other, which shall not be unreasonably
withheld. Any attempt to do so shall be void, except that Seller may assign this
Agreement without consent to any subsidiary or affiliated company, and may
delegate to authorized subcontractors or service suppliers any work to be
performed under this Agreement so long as Seller remains liable for the
performance of its obligations under this Agreement. This Agreement shall
inure to and be binding upon the parties and their respective successors,
permitted assigns and legal representatives.
16. COSTS AND FEES
16.1 In the event that any dispute or difference is brought arising from or
relating to this Agreement or the breach, termination or validity thereof, the
prevailing party shall be entitled to recover from the other party all reasonable
attorneys’ fees incurred, together with such other expenses, costs and
disbursements as may be allowed by law.
17. MODIFICATION
17.1 This Agreement may not be changed, modified or amended except in
writing signed by duly authorized representatives of the parties.
18. GOVERNING LAW; WAIVER OF JURY TRIAL
18.1 This Agreement shall be governed by the laws of the state where the
Product(s) will be installed, without regard to that state’s choice of law
principles.
18.2 EACH OF THE PARTIES EXPRESSLY WAIVES ALL RIGHTS TO A
JURY TRIAL IN CONNECTION WITH ANY DISPUTE UNDER THIS
AGREEMENT.
19. COST REPORTING
19.1 Purchaser agrees that it must fully and accurately report prices paid
under this Agreement, net of all discounts, as required by applicable law and
contract, including without limitation 42 CFR §1001.952(h),in all applicable
Medicare, Medicaid and state agency cost reports. Purchaser shall retain a
copy of this Agreement and all other communications regarding this
Agreement, together with the invoices for purchase and permit agents of the
U.S. Department of Health and Human Services or any state agency access to
such records upon request.
20. INTEGRATION
20.1 These terms and conditions, including any attachments or other
documents incorporated by reference herein, constitute the entire, complete
and exclusive statement of agreement with respect to the subject matter
hereof, and supersede any and all prior agreements, understandings and
communications between the parties with respect to the Products. Purchaser’s
additional or different terms and conditions stated in a purchase order, bid
documents or any other document issued by Purchaser are specifically rejected
and shall not apply to the transactions contemplated under this Agreement.
21. SEVERABILITY; HEADINGS
21.1 No provision of this Agreement which may be deemed unenforceable will
in any way invalidate any other portion or provision of this Agreement. Section
headings are for convenience only and have no substantive effect.
22. WAIVER
22.1 No failure and no delay in exercising, on the part of any party, any right
under this Agreement will operate as a waiver thereof, nor will any single or
partial exercise of any right preclude the further exercise of any other right.
Siemens Medical Solutions USA, Inc. Confidential
Page 7 of 12
SIEMENS
Siemens Medical Solutions USA, Inc.
40 Liberty Boulevard, Malvern, PA 19355
Fax: (901) 255-2799
23. NOTICES
23.1 Any notice or other communication under this Agreement shall be deemed
properly given if in writing and delivered in person or mailed, properly
addressed and stamped with the required postage, to the intended recipient at
its address specified on the face hereof.
24. RIGHTS CUMULATIVE
24.1 The rights and remedies afforded to Seller under this Agreement are in
addition to, and do not in any way limit, any other rights or remedies afforded to
Seller by any other agreement, by law or otherwise.
25. END USER CERTIFICATION
25.1 Purchaser represents, warrants and covenants that it is acquiring the
Products for its own end use and not for reselling, leasing or transferring to a
third party (except for lease-back financings).
26. ACCESS TO BOOKS AND RECORDS
26.1 To the extent required by Section 1861(v)(1)(I) of the Social Security Act
and the regulations promulgated thereunder, until the expiration of four (4)
years after the furnishing of any Product or service pursuant to this Agreement,
Seller shall make available, upon written request by the Secretary of Health
and Human Services (the “Secretary”), or upon request by the Comptroller
General (the “Comptroller”), or any of their duly authorized representatives,
copies of this Agreement and any books, documents, records or other data of
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PRO 1-D629H1
SIEMENS REPRESENTATIVE
Stephen Jones - (901) 896-8430
Seller that are necessary to certify the nature and extent of any costs incurred
by Purchaser for such Products and services. If Seller carries out any of its
duties under this Agreement through a subcontract with a related organization
involving a value or cost of ten thousand dollars ($10,000) or more over a
twelve (12) month period, Seller will cause such subcontract to contain a clause
to the effect that, until the expiration of four (4) years after the furnishing of any
Product or service pursuant to said contract, the related organization will make
available upon the written request of the Secretary or the Comptroller, or any of
their duly authorized representatives, copies of records of said related
organization that are necessary to certify the nature and extent of cost incurred
by Purchaser for such Product or service.
27. DISPOSITION OF PRODUCTS
27.1 Purchaser expressly agrees that should Purchaser sell, transfer or
otherwise dispose of the Products, Purchaser shall notify Seller in writing and
give Seller the opportunity to purchase such Products. With Purchaser’s
notice, Purchaser shall provide Seller with a copy of the third party’s binding
offer to purchase the Products and Seller shall have seven (7) days to notify
the Purchaser of an offer to purchase the Products.
05/15 Rev.
Siemens Medical Solutions USA, Inc. Confidential
Page 8 of 12
SIEMENS
Siemens Medical Solutions USA, Inc.
40 Liberty Boulevard, Malvern, PA 19355
Fax: (901) 255-2799
SIEMENS REPRESENTATIVE
Stephen Jones - (901) 896-8430
Software License Schedule
to the Siemens Medical Solutions USA, Inc. General Terms and Conditions
1. DEFINITIONS: The following definitions apply to this Schedule:
“Agreement” shall mean the attached (i) Quotation for Products and/or
Services including the Terms and Conditions of Sale and applicable
schedules; and/or (ii) Software License Agreement describing the software
licensed herein and the specific system for which the license is issued.
“Licensor” shall mean Siemens Medical Solutions USA, Inc.
“Licensee” shall mean the end-user to whom Licensor provides Software or
Documentation for its internal use under the Agreement.
“Software” shall mean the software described in the attached Agreement,
including the following as contained therein: (i) software programs consisting
of a series of statements or instructions to be used directly or indirectly in a
programmable controller or computer to bring about a certain result and (ii)
databases consisting of systemized collections of data to be used or
referenced directly or indirectly by a programmed controller or computer.
Notwithstanding the foregoing, “Software” does not include “firmware” as
such term is conventionally understood. Diagnostic/Maintenance Software
also is not included within the scope of the Software licensed under this
Schedule, and is available only as a special option under a separate
Diagnostic Materials License Agreement and may be subject to a separate
licensing fee.
“Documentation” shall mean the documents and other supporting materials
which are intended to support the use of an associated product, including
(but not limited to) instructions, descriptions, flow charts, logic diagrams and
listings of the Software, in text or graphic form, on machine readable or
printed media.
“Designated Unit” shall mean a single control unit or computer identified on
the first page of the Agreement, on which Software licensed hereunder may
be used by Licensee.
2. SCOPE: The following terms and conditions shall apply to all Software
and Documentation provided by Licensor to Licensee under the Agreement
(whether included with other products listed in the Agreement or listed
separately in the Agreement), together with any updates or revisions thereto
which Licensor may provide to Licensee, and all copies thereof, except any
Software and/or Documentation licensed directly by Licensor’s supplier
under a separate end-user license agreement accompanying the Software
or the Documentation, in which case Licensee agrees to be bound by that
license agreement as a condition to using the Software and/or
Documentation. Except as expressly provided herein, and provided that in
no event shall the warranties or other obligations of Licensor with respect to
such Software or Documentation exceed those set forth in this Schedule,
this Schedule shall be subject to the liability limitations and exclusions and
other terms and conditions set forth in the Agreement. ANY USE OF THE
SOFTWARE, INCLUDING BUT NOT LIMITED TO USE ON THE
DESIGNATED UNIT, WILL CONSTITUTE LICENSEE’S AGREEMENT TO
THIS SOFTWARE LICENSE SCHEDULE (OR RATIFICATION OF ANY
PREVIOUS CONSENT).
3. SOFTWARE AND DOCUMENTATION LICENSE:
Subject to the
payment of any applicable annual license fee(s), whether stated separately
or included in the purchase price of another product, and to Licensee’s
acceptance of all of the obligations set forth herein and to the fulfillment of
those obligations, Licensor or, if applicable, its licensor or supplier, hereby
grants to Licensee a paid-up, nonexclusive and nontransferable (except as
expressly provided in this Schedule) limited license to use the Software
provided by Licensor under the Agreement solely for Licensee’s own use on
the Designated Unit and to use the Documentation in support of Licensee’s
authorized use of the Software, for the purpose of operating the Designated
Unit in accordance with the instructions set forth in the user’s manual
supplied with the Designated Unit and for no other purpose whatsoever. A
separate license is required for each Designated Unit on which the Software
is to be used. Licensee may obtain from Licensor one copy of the Software
licensed hereunder for backup and archival purposes only as is necessary to
support Licensee’s own authorized use of the Software, provided that
Licensee includes on or in all copies (in any form) all copyright, trade secret
or other proprietary notices contained on or in the Software as provided by
Licensor. Additional copies of the Documentation may be licensed from
Licensor at its then applicable charges. Licensee may make the Software
and Documentation (including any copies) available only to its employees
and other persons on Licensee’s premises to whom such disclosure is
necessary to enable Licensee to use the Software or Documentation within
the scope of the license provided in this Schedule. If the Software is
supplied to any unit or agency of the United States Government other than
the Department of Defense, the Software and Documentation are classified
as “restricted computer software” and the Government’s rights in the
Created: 11/5/2015 3:08:00 PM
PRO 1-D629H1
Software and Documentation shall be as provided in paragraph (c) (2) of the
Commercial Computer Software-Restricted Rights clause in FAR 52.227-19
and any successor laws, rules or regulations thereto. If the Software is
supplied to the United States Department of Defense, the Software is
classified as “commercial computer software” and the Government is
furnished the Software and Documentation with “restricted rights” as defined
in paragraph (c) (1) of the Rights in Technical Data and Computer Software
clause in DFARS 252.227-7013 and any successor laws, rules or
regulations thereto.
4. PROPRIETARY PROTECTION AND CONFIDENTIALITY: Ownership of
and title to the Software and Documentation and all copies, in any form,
licensed under this Schedule are and will remain in Licensor or its suppliers
at all times. Licensee shall not (i) remove any copyright, trade secret or
other proprietary right notices contained on or in the Software or
Documentation as provided by Licensor, (ii) reproduce or modify any
Software or Documentation or copy thereof, (iii) reverse assemble, reverse
engineer or decompile any Software, or copy thereof, in whole or in part
(except and only to the extent that such activity is expressly permitted by
applicable law notwithstanding this limitation), (iv) sell, transfer or otherwise
make available to others the Software or Documentation, or any copy
thereof, except as expressly permitted by this Schedule, or (v) apply any
techniques to derive any trade secrets embodied in the Software or
Documentation. Licensee shall take all appropriate actions to ensure that:
(i) the Software does not leave the Designated Unit’s equipment location as
set forth above, (ii) the Software is not copied by Licensee or any third
parties, and (iii) the Software is not used in any equipment other than the
Designated Unit. Licensee shall secure and protect the Software and
Documentation and copies thereof from disclosure and shall take such
actions with its employees and other persons who are permitted access to
the Software or Documentation or copies as may be necessary to satisfy
Licensee’s obligations hereunder. Prior to disposing of any computer
medium, computer memory or data storage apparatus, Licensee shall
ensure that all copies of Software and Documentation have been erased
therefrom or otherwise destroyed. In the event that Licensee becomes
aware that any Software or Documentation or copies are being used in a
manner not permitted by the license, Licensee shall immediately notify
Licensor in writing of such fact and if the person or persons so using the
Software or Documentation are employed or otherwise subject to Licensee’s
direction and control, Licensee shall use reasonable efforts to terminate
such impermissible use. Licensee will fully cooperate with Licensor so as to
enable Licensor to enforce its proprietary and property rights in the
Software. Licensee agrees that, subject to Licensee’s reasonable security
procedures, Licensor shall have immediate access to the Software at all
times and that Licensor may take immediate possession thereof upon
termination or expiration of the associated license or this Schedule.
Licensee’s obligations under this paragraph shall survive any termination of
a license, the Schedule or the Agreement.
5. UPDATES AND REVISIONS: During the warranty period or under a
separate service contract or software update subscription, revised or
updated versions of the Software licensed under this Schedule may be
made available, at Licensor’s option, to Licensee to use or to test while
Licensee continues use of a previous version. Licensee has the right to
decide whether to install any such revised or updated versions or to continue
use of the previous version after giving due regard to the United States Food
and Drug Administration rules and regulations. However, Licensee shall pay
Licensor for any services necessitated by any modifications of the Software
by Licensee or by Licensee’s failure to utilize the current non-investigational
version of the Software provided by Licensor. Software updates that provide
new features or capabilities or that require hardware changes will be offered
to Licensee at purchase prices established by Licensor. Licensor retains the
sole right to determine whether an update represents an enhancement of a
previously purchased capability or a new capability for which the Licensee
will be charged. In addition, some updates may require Applications
Training performed by Licensor’s personnel that will be offered at Licensor’s
prevailing rates. Licensor retains the sole right to determine whether an
update requires such training.
6. DELIVERY, RISK OF LOSS AND TITLE: Notwithstanding the provisions
of Section 6 of the attached Terms and Conditions of Sale, if any, the
Software and Documentation licensed hereunder shall be delivered on or
about the delivery date stated in the Agreement unless a separate delivery
date is agreed upon. If Software or Documentation licensed hereunder is
lost or damaged during shipment from Licensor, Licensor will replace it at no
charge to Licensee. If any Software or Documentation supplied by Licensor
Siemens Medical Solutions USA, Inc. Confidential
Page 9 of 12
SIEMENS
Siemens Medical Solutions USA, Inc.
40 Liberty Boulevard, Malvern, PA 19355
Fax: (901) 255-2799
and licensed hereunder is lost or damaged while in the possession of
Licensee, Licensor will replace it at Licensor’s then current applicable
charges, if any, for materials, processing and distribution. Notwithstanding
the provisions of Section 6 of the attached Terms and Conditions of Sale, if
any, the Software and Documentation, in any form, and all copies made by
Licensee, including partial copies, and all computer media provided by
Licensor are and remain the property of Licensor or its supplier. Licensee
has no right, title or interest in the Software, the Documentation, or any
computer media provided by Licensor, or copies, except as stated herein,
and ownership of any such Software, Documentation and computer media
shall at all times remain with Licensor or its suppliers.
7. LICENSE TRANSFER: The Software and Documentation, and the
license hereunder, may not be assigned, transferred or sublicensed except
as hereinafter provided. Upon the sale or lease of the Designated Unit to a
third party, Licensee may transfer to such third party, with Licensor’s written
consent and in accordance with Licensor’s then current policies and
charges, the license to use the Software and Documentation hereunder,
together with the Software, the Documentation, the computer media
provided by Licensor, and all copies provided that: (i) Licensee notifies
Licensor in writing of the name and address of such third party; (ii) such third
party agrees in a written instrument delivered to Licensor to the terms of this
Schedule; and (iii) Licensee does not retain any copies of the Software or
Documentation in any form.
8. WARRANTIES: Licensor warrants that for the warranty period provided
by Licensor under the attached Terms and Conditions of Sale, if any, the
Software shall conform in all material respects to Licensor’s published
specifications as contained in the applicable supporting Documentation.
This paragraph replaces Paragraphs 10.1 and 10.4 of any such Terms and
Conditions of Sale with respect to the Software and Documentation. Such
Documentation may be updated by Licensor from time to time and such
updates may constitute a change in specification. Licensee acknowledges
that the Software is of such complexity that it may have inherent or latent
defects. As Licensee’s sole remedy under the warranty, Licensor will
provide services, during the warranty period, to correct documented
Software errors which Licensor’s analysis indicates are caused by a defect
in the unmodified version of the Software as provided by Licensor. Licensor
does not warrant that the Software will meet Licensee’s requirements, or will
operate in combinations which may be selected for use by Licensee, or that
the operation of the Software will be uninterrupted or error free. Licensee is
responsible for determining the appropriate use of and establishing the
limitations of the Software and its associated Documentation as well as the
results obtained by use thereof.
LICENSOR MAKES NO WARRANTY WITH RESPECT TO THE
SOFTWARE AND DOCUMENTATION OTHER THAN THOSE SET FORTH
IN THIS SECTION. THE WARRANTY HEREIN IS IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY
DISCLAIMED, AND CONSTITUTES THE ONLY WARRANTY MADE WITH
RESPECT TO THE SOFTWARE AND DOCUMENTATION.
9. LICENSE TERM AND TERMINATION: The license for the Software and
Documentation is effective on the shipment date of the Software and
Documentation (F.O.B. shipping point or F.A.S., as the case may be) and
continues until Licensee’s possession of the Software and all copies ceases
(except in connection with a transfer of the license as permitted by this
Schedule) or until otherwise terminated as provided herein. Licensee may
terminate the license for the Software and Documentation at any time after
discontinuance of use of the Software and Documentation and all copies,
upon written notice to Licensor. If Licensee (i) fails to comply with its
obligations herein and does not cure such failure within ten (10) days after
receipt of notice from Licensor, or (ii) attempts to assign the Agreement or
this Schedule or any rights or obligations hereunder without Licensor’s prior
written consent, then Licensor may terminate the license hereunder and
require the immediate discontinuance of all use of the Software and
Documentation and all copies thereof in any form, including modified
versions and updated works. Within five (5) days after the termination of the
license, Licensee shall, at Licensor’s option either: (i) return to Licensor the
Software and Documentation, and all copies, in any form, including updated
versions, along with any computer media provided by Licensor; or (ii)
destroy the affected Software and Documentation, and all copies, in any
form, including updated versions, and certify such return or destruction in
writing to Licensor.
10. MISCELLANEOUS: Since the unauthorized use of the Software and/or
Documentation may leave Licensor without an adequate remedy at law,
Licensee agrees that injunctive or other equitable relief will be appropriate to
restrain such use, threatened or actual. Licensee further agrees that to the
extent applicable, (i) any of Licensor’s suppliers of Software and/or
Created: 11/5/2015 3:08:00 PM
PRO 1-D629H1
SIEMENS REPRESENTATIVE
Stephen Jones - (901) 896-8430
Documentation is a direct and intended beneficiary of this Schedule and
may enforce it directly against Licensee with respect to the Software and/or
Documentation provided by such supplier, and that (ii) NO SUPPLIER OF
LICENSOR SHALL BE LIABLE FOR ANY GENERAL, SPECIAL, DIRECT,
INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES
ARISING OUT OF ANY SUBLICENSE OF THE SOFTWARE AND/OR
DOCUMENTATION. THIS LIMITATION ON LIABILITY SHALL APPLY
EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11. ADDITIONAL PROVISIONS RELATING TO THIRD-PARTY
SOFTWARE: If the Software includes software licensed by Licensor from
third parties, the following additional provisions shall apply:
(a) If Software is provided by Licensor on separate media and labeled
“Recovery Media,” Licensee may use the Recovery Media solely to restore
or reinstall the Software and/or Documentation originally installed on the
Designated Unit.
(b) Licensee is licensed to use the Software to provide only the limited
functionality (specific tasks or processes) for which the Designated Unit has
been designed and marketed by Licensor. This license specifically prohibits
any other use of the software programs or functions, or inclusion of
additional software programs or functions that do not directly support the
limited functionality, on the Designated Unit.
If Licensee uses the
Designated Unit to access or utilize the services or functionality of Microsoft
Windows Server products (such as Microsoft Windows NT Server 4.0 (all
editions) or Microsoft Windows 2000 Server (all editions)), or uses the
Designated Unit to permit workstation or computing devices to access or
utilize the services or functionality of Microsoft Windows Server products,
Licensee may be required to obtain a Client Access License for the
Designated Unit and/or each such workstation or computing device.
Licensee should refer to the end user license agreement for its Microsoft
Windows Server product for additional information.
(c) The Software may contain support for programs written in Java. Java
technology is not fault tolerant and is not designed, manufactured, or
intended for use or resale as online control equipment in hazardous
environments requiring fail-safe performance, such as in the operation of
nuclear facilities, aircraft navigation or communication systems, air traffic
control, direct life support machines, or weapons systems, in which the
failure of Java technology could lead directly to death, personal injury, or
severe physical or environmental damage. Sun Microsystems, Inc. has
contractually obligated Licensor’s supplier to make this disclaimer.
(d) The Software may permit Licensor, its supplier(s), or their respective
affiliates to provide or make available to Licensee Software updates,
supplements, add-on components, or Internet-based services components
of the Software after the date Licensee obtains its initial copy of the Software
(“Supplemental Components”).
- If Licensor provides or makes available to Licensee Supplemental
components and no other end-user software licensing agreement terms are
provided along with the Supplemental Components, then the terms of this
Software License Schedule shall apply.
- If a supplier of Licensor or affiliates of such a supplier make available
Supplemental Components, and no other end-user software licensing
agreement terms are provided, then the terms of this Schedule shall apply,
except that the supplier or affiliate entity providing the Supplemental
Component(s) shall be the licensor of the Supplemental Component(s).
Licensor, its supplier(s), and their respective affiliates reserve the right to
discontinue any Internet-based services provided to Licensee or made
available to Licensee through the use of the Software.
(e) The Software and Documentation supplied by Licensor’s
suppliers are provided by such suppliers “AS IS” and with all faults.
SUCH SUPPLIERS DO NOT BEAR ANY OF THE RISK AS TO
SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, OR EFFORT
(INCLUDING LACK OF NEGLIGENCE) WITH RESPECT TO SUCH
SOFTWARE AND DOCUMENTATION. ALSO, THERE IS NO WARRANTY
BY SUCH SUPPLIERS AGAINST INTERFERENCE WITH LICENSEE’S
ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT. IF
LICENSEE HAS RECEIVED ANY WARRANTIES REGARDING THE
DESIGNATED UNIT OR THE SOFTWARE, THOSE WARRANTIES DO
NOT ORIGINATE FROM, AND ARE NOT BINDING ON, LICENSOR’S
SUPPLIERS.
(f) Licensee acknowledges that portions of the Software are of U.S. origin.
Licensee agrees to comply with all applicable international and national laws
that apply to the Software, including the U.S. Export Administration
Regulations, as well as applicable end-user, end-use and destination
restrictions issued by U.S. and other governments.
For additional
information on exporting software supplied by Microsoft, see
http://www.microsoft.com/exporting/.
Revised 03/15/05
Siemens Medical Solutions USA, Inc. Confidential
Page 10 of 12
SIEMENS
Siemens Medical Solutions USA, Inc.
40 Liberty Boulevard, Malvern, PA 19355
Fax: (901) 255-2799
SIEMENS REPRESENTATIVE
Stephen Jones - (901) 896-8430
TRADE-IN EQUIPMENT REQUIREMENTS
THE FOLLOWING APPLIES ONLY TO THE EXTENT THAT THE QUOTATION INCLUDES AN EQUIPMENT TRADE-IN. THESE
REQUIREMENTS ARE IN ADDITION TO ANY OTHER REFERENCED TERMS AND CONDITIONS ON THE QUOTATION AND SHALL
REMAIN IN EFFECT REGARDLESS OF ANY CONTRARY LANGUAGE IN THE QUOTATION.
This Quotation includes the trade-in equipment described herein and referenced by either the Project Number identified in the Quotation hereof
(non-ultrasound) or the Trade Allowance Part Number (Ultrasound) as further described in the associated Trade Sheet which is incorporated
herein by reference. Purchaser certifies that the description of the trade-in equipment as set forth on the Trade Sheet is a true and accurate
representation of the equipment, and that the equipment is in good working condition unless otherwise noted on the Trade Sheet.
The trade-in equipment must be made available for removal no later than turnover of the new equipment. Title to the trade-in equipment shall
pass to Siemens upon the earlier of de-installation of the trade-in equipment or installation/turnover of the new equipment. Purchaser must
vacate the room of all items not listed on the Trade Sheet, or otherwise clearly identify all items listed on the Trade Sheet, prior to the start of the
de-installation. If this is not done, Seller will have no liability for items which are subsequently removed or scrapped. If the de-installation or
return of the trade-in equipment is delayed by Purchaser for reasons other than a force majeure event, or if upon inspection by Seller it is
determined that the equipment does not meet the manufacturer’s operating specifications, or if any items listed as included on the Trade Sheet
are not made available at the time of de-installation, then trade-in value will be re-evaluated and any loss in value or additional costs incurred by
Seller shall be deducted from the established trade-in value and the pricing set forth on this Quotation will be adjusted by change order. In the
event that access to the trade-in equipment is denied past 14 days post-turnover, then Purchaser shall pay to Seller a rental fee in the amount
3.5% of the total trade-in value plus any additional value provided by an Elevate/Promotional program included in this quotation (no less than
$1000) for each month, or part thereof, that access is denied. In addition, if the purchase and installation of the new equipment covered by this
Quotation is not completed, then Seller shall invoice Purchaser for all costs and expenses incurred by Seller in connection with the deinstallation and removal of the trade-in equipment, including but not limited to labor, materials, rigging out, and transportation, which costs shall
be paid by Purchaser within thirty (30) days of the invoice date.
Purchaser further acknowledges and agrees that (i) the trade-in equipment will be free and clear of all liens and encumbrances including, but not
limited to, unpaid leases and loans, and that upon request, it will execute a bill of sale or other documents reasonably satisfactory to Siemens to
transfer title and ownership of the equipment to Seller, (ii) it is Purchaser’s sole responsibility to delete all protected health information and any
other confidential information from the equipment prior to de-installation, without damaging or cannibalizing the equipment or otherwise affecting
the operation of the equipment in accordance with its specifications, (iii) the equipment, including all updates, upgrades, modifications,
enhancements, revisions, software, S/W disks and manuals, shall be returned to Siemens in good operating condition, reasonable wear and tear
excepted, and (iv) to the extent not prohibited by applicable law, Purchaser shall indemnify and hold Seller harmless from and against any and
all claims, demands, causes of action, damages, liability, costs and expenses (including reasonable attorney's fees) resulting or arising from
Purchaser’s failure to comply with item (i) above.
FOR MR SYSTEMS: cryogen levels must be least 65% upon time of de-installation. FOR MOBILE SYSTEMS: system must be road worthy
and a state issued title transferring ownership to Seller must be received by Seller prior to the removal of the mobile system. FOR MODALITY
TRADE SYSTEMS (non-ultrasound): The trade-in equipment must be available for inspection within two weeks of the scheduled de-installation
date. In addition, Purchaser must provide a clear path for the removal of the trade-in equipment. Any additional costs due to the need to use a
larger rig (other than a standard 80 ton rig), as well as any construction activities, street closings, permits, etc., required to de-install/remove the
equipment are out-of-scope costs and will be the responsibility of Purchaser.
Created: 11/5/2015 3:08:00 PM
PRO 1-D629H1
Siemens Medical Solutions USA, Inc. Confidential
Page 11 of 12
SIEMENS
Siemens Medical Solutions USA, Inc.
40 Liberty Boulevard, Malvern, PA 19355
Fax: (901) 255-2799
SIEMENS REPRESENTATIVE
Stephen Jones - (901) 896-8430
MR Warranty Information
1
Product
(New Systems and
"ECO" Refurbished Systems Only)
Period of Warranty
Coverage
MR System (not including consumables)
12 months
Full Warranty
(parts & labor)
Post-Warranty (after expiration of system warranty) – Replacement parts only!
Magnet
12 months
Parts only
Spare Parts
6 months
Parts only
Consumables
Not Covered
Note: Optional extended warranty coverage can be obtained by purchase of a service agreement.
1
Period of warranty commences from the date of first use or completion of installation, whichever occurs first. In the event the completion of
installation is delayed for reasons beyond Siemens' control, the stated warranty period shall commence 60 days after delivery of equipment.
Created: 11/5/2015 3:08:00 PM
PRO 1-D629H1
Siemens Medical Solutions USA, Inc. Confidential
Page 12 of 12
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