Service Agreement - Hach - On Site Service, Calibration and Replacement PArts for Hach Process Control Analyzers for WW Department

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Page 4 of 5 HACH SERVICE PARTNERSHIP partnership Number: I HACH174907 QUOTATION Headquarters P.O. Box 389 5600 Lindbergh Drive Loveland, CO 80539-0389 Purchase Orders WebSile: www.hach.corn Remillance 2207 Collections Center Dr Chicago, IL 60693 Fire Transfers Bank of America 231 S. LaSalle St. Chicago, IL 6011 Account:8765602385 Routing (ABA): 026009593 I. writing. Hach will have a reasonable opportunity to repairer replace the nonconforming product of its option. Buyerwili be deemed m have a ispled any Products delivered hereunder and to have waived any such nonconformance in the event such a written nolificalon is not received by Hach w in thirty (30) days of delivery. S. PRICES & ORDER SIZES: All prices are In U.S. dollars and are based on delivery as slated abnve. Prices do not include any charges for sarolces such as insurance; brokerage fees; sales, use, inventory or excise taxes; Import or export dulles; special financing tees; VAT, norma or royalty taxes imposed outside the U.S.; consular tees; special permits orilcenses; or other charges imposed upon the production, sale, disidbuli.n, or delivery of Products. Buyer will either pay any and all such charges or provide Hach with acceptable exemption certificales, which obligation survives performance under this Contract. Hach reserves the right to establish minimum order sizes and will advise Buyer accordingly. 6. PAYMENTS: All payments must be made In U.S. dollars. For Internet orders, the purchase price is due al the time and manner set (oM atwww hack cum. Invoices for all other orders are due and payable NLT 90 DAYS from date of the Invoice without regard to delays for inspection or transportation, with payments to be made by check m Hach al the above address or bywire transfer to the account slated on the front of Hack's Invoice, or forcustomem with no established credit. Harp may require cash or credit card payment in advance of delivery. In the event payments are not made or not made in a timely manner, Hach may, in addition to all other remedies provided at law, ether: (a) declare Buyer's performance in breach and terminals this Contract for default; (b)wllhhold future shipments unlit delinquent payments are made: (c) deliver £ulum sbipments on a cash-wlth-order or cash -in -advance basis even alter the delinquency is cured: (d) charge Inlarasl on the delinquency at a rare of 1-112% per month or the maximum .1. peaniltd eby law, if lower, for each month or part thereof of delinquency in Petrone.] plus appllcabl. storage charges andfor inventory carrying charges; (a) miessess [he Products forwhioh payment has rot been made; (f) recover all casts of collection including masonable atlomey's fees; or (g) combine any of the above rights and comedies as is pracltcablo and permitted by law. Buyer Is prohibited from selling off any and all monies owed under this tram any other sums, whether liquidated or not, that are or may be due Buyer, which arise out of a differe nt transaclon with Hach or any of its affiliates. Should Buyers financial responsibiiBy become unsatisfactory to Hach in its reasonable discretion, Hach may require cash payment or other security, If Buyer fails to meet these requirements, Hach may treat such failure as reasonable grounds for repudiation of this Contract, in which rase mason dik cancellation charges shall be duo Hach. Buyer grants Hach a security Interest in the Products to secure payment In full, which payment releases the security interest but only it such payments could not he considered an avoldable transfer under the U.S. Bankruptcy Code .,.the, applicable laws. Buyers Insolvency, bankruptcy, asslgnmenl for the benefitof creditors, or isselution or tarmin.I.ri of the existence of Buyer, constitutes a default under this Contract and affords Hach all the remedies ate secured party under the U,C,C-, as well as the remedies slated above for late payment or non-payment. 7. LIMITED WARRANTY: Hach warrants that Products sold hereunder will be free from defects in material and workmanship and will, when used in accordance with the manufacturer's operating and maintenance Instructions, conte" to any express written warranty pertaining to the specific goods purchased, which for most Hach Instruments is for a period of twelve (12) mcn€hs from delivery. Hach warrants that services furnished hereunderwill be free from defects in workmanship far a period of ninety (90) days from the =Iedon of the services. Pads provided by Hach in the performance of services may be new or refurbished parts functioning equivalent to new pads. Any non-functioning parts that are repaired by Hach shall become the property of Hach. No nanties are extended to consumable items such as, without limitaton, reagents, batteries, mercury cells, and light hulks, AM other guarantees, warranties, c.ndltlons and representations, either express nr Implied, whether arls€ng under any statute, am law, cmercfal usage or otherwise, including Implied warranties of merchantability and fitness far a particular purpose, are hereby excluded. The sole remedy for Products not meeting this Limped Warranty is replacement, credit or refund of the purchase price. This remedy will not be deemed to have failed of Its essential purpose so long as Hach is willing to provide such replacement, credit or refund. B. INDEMNIFICATION: Indemnifimlon applies to a party and to such party,. successors-In-intenasl, assignees, affiliates, directors, officers, and employees ("indemnified Parties'). Hach is m icrunnble forand will defend, indemnify and hold harmless the Buyer Indemnified Parties against all losses, claims, expenses or damages which may result from accident, Injury, damage, or death due to Hach's breach of the Limited Warranty. This indemn6rication Is provided on the condition that the Buyer is likewise responsible for and wilt defend, indemnify and hold harmless the Hach Indemnified Parties against all losses, claims, expenses or damages winch may result from accident, injury, damage, or death due to the negigencaor misuse or mrappliwifton of any goods or services by the Buyer or any Third parry affiliated or in privily, with Buyer. 9. PATENT PROTECTION: subject to all fimitations of liability provided herein, Hach will, with respect to any Products of Hach's design or manufacture, indemnify Buyer from any and all damages and costs as finally determined by a court of competent jurisdiction in any suit for inhingamant of any U.S. patent (or Eumpean patent for products that Hach sells to Buyer for end use In a member state of the E.U.) [hat has issued as of the delivery dale, solely by reason of the safe or normal use of any Products sold to Buyer hereunder sod from reasonable expenses incurred by Buyer in defense of such suit if Hach does not undedake the defense thereof, provided that Buyer pmmpffy notifies Hach of such suit and .11f rs Hach either (I) full and ... hudiv. control of [he defense of such suit when Products of Hach only are Involved, or tilt the right to participate In the defense of such suit when products other than Ihoseal Hach are also involved. Hach's warranty as to use parents only applies to Infringement arising solely out of the Inherent operation of the Products according to their applications as envisioned by Hach's spacificaBens. In case the Products are in such suit held to constitute infringement and the use of the Products is enjmned, Hach will, at its own expense and at it. pro., either procure for Buyer the right to c.ntin.e using such Products or replace them with non -infringing products, or modify them so they become non -infringing, or remove the Products and refund the purchase price (prorated for depreciation) and the transportation costs thereof. The foregoing slates the entire liability of Hach for patent Infringeman[ by the Products. Further, to the same extent as sec forth In Hach's above obligation to Buyer, Buyer agrees to defend, indemnify and hold harmless Hach for patent infringement related to (x) any goods manufactured to the Buyers design, (y) services provided In accordance with the Buyers instructions, or (z) Hach's Products when used In combination with any other devices, pads or software not provided by Hach hereunder. 10. TNAD£MAHKS AND OTHER LAIIIi : Buyer agrees not to remove or after any indicts of manufacturing origin or patent numbers contained an or within the Products, including without limitation the serial numbers or trademarks on nameplates or cast, molded or machined components. 11. SOFTWARE:. All licenses to loath'. srip trat.ty-provided software products are subject to the separate software license agreemisi accompanying the suftwam media. In the absence of such terms and for all other software. Hach granla Buyer only a personal. ron-exclusive license to access and use the software provided by Hach with Products purchased hereunder solely as necessary for Buyer to enjoy the henefit of the Products. A podlon of the sofli may contaln or ro isislof open source sodware, which Buyer may use under the terms and conditions of the specific license underwNch the open source software is disirbuled. Buyer agrees that it will be bound by any and all such license agreements. Title to software remains with the applicable Imanso (s). 12. PROPRIETARY INFORMATION; PRIVACY: 'Proprietary Information' means any information, lachnical data or know-how In whatever farm, whether doeumanted, contained in machine readable or physlcal components, mask works or artwork, or otherwise, which Hach considers pr.pdelary, including but not limited to service and maintenance manuals. Buyer and its customers, employees and agents all keep confidential all such Proprietary Informalon obtained drecill Indirecdy from Hach and will not transferor disclose ilwilhoul Hack's priorwritten consent, or use it for the manufacture, procurement, servicing or calibration of Products or any similar products, or muse such products to be manufactured, serviced or calibrated by or procured fram any other source, or reproduce or olha d appropriate it. All such Proprietary lidecr alien remains Hack's pmpedy. No right or license is granted to Buyer- its customers, employees., agents, expressly or by implication, wilh respect to the proprietary Information or any patent right or other proprietary right of Hach, except for the limited use licenses implied by law. Hach will manage Customer's information and personal data in accordance with its Privacy Policy, located M htlo-1twnvw.harh.cornfadvacvnnlirv. 13. CHANGES ANb ADDITIONAL CHARGES: Hach reserves the dgld to make design changes or improvements to any products of the same general class as Products being delivered hereunder -[hour liability or.bllip lion to incorporate such changes cur improvements to Products ordered by Buyer unless agreed upon in wdling before the Products' dellvery data. Services which must be performed as a result of any of the fallowing conditions am subject to addilonal charges for labor, travel and pads: (a) equipment alterations not authorized in writing by Hach; (b)damage resulting tram improper use or handling, accidenl, neglect, power surge, or operation in an environment or manner in which the Instrument is not designed to operate or is not In accordance with Hach's operating ovals; (c) the use of pans oraceessodes not provided by Hil (d)darl resulting from acts of war, terrorism or nature: (e) services outside standard bvslnms hours; (n site prework not complete per proposal: or (g) any repairs required to ensure equipment meets manufacturer's specifications upon activation of a sevica agreement. 14, SITE ACCESS 1 PREPARATION I WORKER SAFETY I ENVIRONMENTAL COMPLIANCE: In connection with services provided by Hach. Buyer agrees to permit prompt access to equipment. Buyer assumes full responslbllity to back-up or otherw€se protect its data against loss, damage or destruction before services are performed. Buyer is the operator and in full o.ptrol of its premises. including those areas where Hach employees or contractors are performing servioo, repair and malnlerance activities. Buyer will ensure thatall necessary measures are taken lot safely and security of working conditions, sites and installations during the p ufromi ce of services. Buyer is the general., of any resulting wastes, includingvAlh.ut limitation hazardous wastes. Buyer Is solely resporrahle to arrange for the disp... I of any wastes at its own expense. Buyer will, at its own expense, provide Hach employees and contraclors working on Buyers premises with all information and training required under applicable solely compliance regulations end Buyers policies. If the Instrument to be serviced is In a Confined Space. as that term is defined under OSHA regulations, Buyer is solely responsible to make it available to be serviced in an unconfined space. Hach service technicians will notwork in Confined Spaces. In the event that a Buyer requires Hach employees or contractors to attend safely or compliance training programs provided by Buyer. Buyer will pay Hach the standard hourly rate and expense reimbursement for such training attended. The attendance at or completion