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ZOLL QUOTATION GENERAL TERMS & CONDITIONS
<br />1. ACCEPTANCE. This Quotation constitutes an offer by ZOLL Medical Corporation to sell to the
<br />'':,.Customer the equipment (including a license 10 use certain software) listed in this Quotation and
<br />(described in the specifications either attached to or referred 10 in this Quotation (hereinafter referred to
<br />as Equipment). Any acceptance of such offer is expressly limited to the terms of this Quotation, including
<br />these General Terms and Conditions. Acceptance shall be so limited to this Quotation notwithstanding (i)
<br />any conflicting written or oral representations made by ZOLL Medical Corporation or any agent or
<br />employee of ZOLL Medical Corporation or (ii) receipt or acknowledgement by ZOLL Medical Corporation
<br />of any purchase order, specification, or other document issued by the Customer. Any such document
<br />shah be Wholly inapplicable to any sale made pursuant to this Quotation, and shall not be binding in any
<br />way on ZOLL Medical Corporation.
<br />Acceptance of this Quotation by the Customer shall create an agreement between ZOLL Medical
<br />Corporation and the Customer (hereinafter referred to as the "Contract' the terms and conditions of
<br />which are expressly limited to the provisions of this Quotation including these Terms and Conditions. No
<br />waiver change or modification of any of the provisions of this Quotation or the Contract shall be binding
<br />on ZOLL Medical Corporation unless such waiver, change or modification (1) is made in writing (h)
<br />expressly stales that it is a waiver, change or modification of this Quotation or the Contract and (ill) Is
<br />signed by an authorized representative of ZOLL Medical Corporation.
<br />2. DELIVERY AND RISK OF LOSS. Unless otherwise stated, all deliveries shall be F.Q.B. ZOLL
<br />Medical Corporation's facility. Risk of loss or damage to the Equipment shah pass to the Customer upon
<br />delivery of the Equipment 10 the carrier.
<br />3. TERMS OF PAYMENT. Unless otherwise staled in its Quotation payment by Customer is due thirty
<br />(30) days after the ship date appearing on ZOLL Medical Corporation invoice. Any amounts payable
<br />hereunder which remain unpaid after the dale shall be subject to a late charge equal to 1.5 % per month
<br />from the due date until such amount is paid.
<br />4. CREDIT APPROVAL. All shipments and deiiverles shall at all times be subject 10 the approval of
<br />credit by ZOLL Medical Corporation. ZOLL Medical Corporation may at any time decline to make any
<br />shipment or delivery except upon receipt of payment or security or upon terms regarding credit or
<br />security satisfactory to ZOLL Medical Corporation.
<br />5. TAXES & FEES. The pricing quoted in its Quotation do not include sales use, excise, or other similar
<br />taxes or any duties or customs charges, or any order processing fees. The Customer shall pay in
<br />addition for the prices quoted the amount of any present or future sales, excise or other similar tax or
<br />customs duty or charge applicable to the sale or use of the Equipment add hereunder (except any tax
<br />based on the net income of ZOLL Medical Corporation), and any order processing fees that ZOLL may
<br />apply from time to time. In lieu thereof the Customer may provide ZOLL Medical Corporation with a tax
<br />exemption certificate acceptable to the taxing authorities.
<br />6. WARRANTY. (a) ZOLL Medical Corporation warrants to the Customer that from the earlier of the date
<br />of installation or thirty (30) days after the date of shipment from ZOLL Medical Corporation's facility, the
<br />Equipment (other than accessories and electrodes) will be free from defects in material and workmanship
<br />under normal use and service for the period noted on the reverse side. Accessories and electrodes shall
<br />be warranted for ninety (90) days from the date of shipment. During such period ZOLL Medical
<br />Corporation will at no charge to the Customer either repair or replace (at ZOLL Medical Corporation's
<br />sole option) any part of the Equipment found by ZOLL Medical Corporation to be defective In material or
<br />--workmanship. If ZOLL Medical Corporation's inspection detects no defects in material or workmanship,
<br />,TOLL Medical Corporation's regular service charges shall apply. (b) ZOLL Medical Corporation shall not
<br />bo responsible for any Equipment defect failure of the Equipment to perform any specified function, or
<br />any other nonconformance of the Equipment caused by or attributable to (i) any modifficalion of the
<br />Equipment by the Customer, unless such modification is made with the prior written approval of ZOLL
<br />Medical Corporation: (ii) the use of the Equipment with any associated or complementary equipment
<br />accessory or software not specified by ZOLL Medical Corporation, or (Ili) any misuse or abuse of the
<br />Equipment: (iv) exposure of the Equipment to conditions beyond the environmental, power or operating
<br />constraints specified by ZOLL Medical Corporation, or (v) installation or wiring of the Equipment other
<br />than in accordance with ZOLL Medical Corporation's instructions. (c) Warranty does not cover items
<br />subject to normal wear and burnout during use, including but not limited to lamps, fuses, batteries, cables
<br />and accessories. (d) The foregoing warranly does not apply to software included as part of the
<br />Equipment (including software embodied in read-only memory known as "firmware"). (a) The foregoing
<br />warranty constitutes the exclusive remedy of the Customer and the exclusive liability of ZOLL Medical
<br />Corporation for any breach of any warranty related to the Equipment supplied hereunder. THE
<br />WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND ZOLL MEDICAL CORPORATION
<br />EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, IMPLIED, OR
<br />STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR
<br />FITNESS FOR A PARTICULAR PURPOSE.
<br />7. SOFTWARE LICENSE. (a) All software (the "Software" which term shall include firmware) included as
<br />part of the Equipment is licensed to Customer pursuant to a nonexclusive limited license on the terms
<br />hereinafter set forth, (b) Customer may not copy, distribute, modify, translate or adapt the Software, and
<br />may not disassemble or reverse compile the Software, or seek in any manner to discover, disclose or
<br />use any proprietary algorithms, techniques or other confidential information contained therein, (c) All
<br />rights in the Software remain the product of ZOLL Medical Corporation, and Customer shalt have no right
<br />or interest therein except as expressly provided herein. (d) Customer's right to use the Software may be
<br />terminated by ZOLL Medical Corporation in the event of any failure to comply with terms of this
<br />quotation, (o) Customer may transfer the license conferred hereby only in connection with a transfer of
<br />the Equipment and may not retain any copies of the Software following such transfer. (f) ZOLL Medical
<br />Corporation warrants that the read-only memory or other media on which the Software is recorded wit be
<br />free from defects in materials and workmanship for the period and on terms set forth in section 6. (g)
<br />Customer understands that the Software is a complex and sophisticated software product and no
<br />assurance can be given that operation of the Software will; be uninterrupted or error -free, or that the
<br />Software will meet Customer's requirements. Except as set forth in section 7(f), ZOLL MEDICAL
<br />CORPORATION MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE
<br />SOFTWARE AND IN PARTICULAR DISCLAIMS ANY IMPLIED WARRANTIES OR
<br />MERCHANTABILITY OR FITNESS OF A PARTICULAR PURPOSE WITH RESPECT THERETO.
<br />Customer's exclusive remedy for any breach of warranty or defect relating to the Software shall be the
<br />repair or replacement of any defective read-only memory or other media so that it correctly reproduces
<br />the Software. This License app€ties only to ZOLL Medical Corporation Software.
<br />6. DELAYS IN DELIVERY. ZOLL Medical Corporation shall not be liable for any delay in the delivery of
<br />any part of the Equipment if such delay is due to any cause beyond the control of the ZOLL Medical
<br />Corporation including, but not limited to acts of God, fires, epidemics, floods, riots, wars, sabotage, labor
<br />disputes, governmental actions, inability to obtain materials, components, manufacturing facilities or
<br />transportation or any other cause beyond the control of ZOLL Medical Corporation. In addition ZOLL
<br />.Medical Corporation shall not be liable for any delay in delivery caused by failure of the Customer 10
<br />cuovide any necessary information in a timely manner. In the event of any such delay, the date of
<br />"shipment or performance hereunder shall be extended to the period equal to the time lost by reason of
<br />such delay. In the event of such delay ZOLL Medical Corporation may allocate available Equipment
<br />among its Customers on any reasonable and equitable basis. The delivery dates set forth in this
<br />Quotation are approximate only and ZOLL Medical Corporation shall not be liable for or shall the
<br />Contract be breached by, any delivery by ZOLL Medical Corporation within a reasonable time after such
<br />dates.
<br />9. LIMITATIONS OF LIABILITY, IN NO EVENT SHALL ZOLL MEDICAL CORPORATION BE LIABLE
<br />FOR INDIRECT SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ZOLL MEDICAL
<br />CORPORATIONS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THIS QUOTATION
<br />OR THE CONTRACT OR THE FURNISHING, PERFORMANCE, OR USE OF ANY EQUIPMENT OR
<br />SOFTWARE SOLD HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF
<br />WARRANTY, THE NEGLIGENCE OF ZOLL MEDICAL CORPORATION OR OTHERWISE.
<br />1D. PATENT INDEMNITY. ZOLL Medical Corporation shall at its own expense defend any suit that may
<br />be instituted against the Customer for alleged infringement of any United Slates patents or copyrights
<br />related to the parts of the Equipment or the Software manufactured by ZOLL Medical Corporation,
<br />provided that (€) such alleged infringement consists only in the use of such Equipment or the Software by
<br />itself and not as a part of or in combination with any other devices or parts, (11) the Customer gives ZOLL
<br />Medical Corporation immediate notice in writing of any such suit and permits ZOLL Medical Corporation
<br />through counsel of its choice, to answer the charge of infringement and defend such suit, and (tit) the
<br />Customer gives ZOLL Medical Corporation all requested information, assistance and authority at ZOLL
<br />Medical Corporation's expense, to enable ZOLL Medical Corporation to defend such suit.
<br />In the rase of a final award of damages for infringement in any such suit, ZOLL Medical Corporation Wit
<br />pay such award, but it shall not be responsible for any settlement made without its written consent.
<br />Section 10 stales ZOLL Medical Corporation's total responsibility and liability's, and the Customer's sole
<br />remedy for any actual or alleged infringement of any patent by the Equipment or the Software or any part
<br />thereof provided hereunder. In no event shall ZOLL Medical Corporation be liable for any indirect,
<br />special, or consequential damages resulting from any such infringement.
<br />11. CLAIMS FOR SHORTAGE. Each shipment of Equipment shall be promptly examined by the
<br />Customer upon receipt thereof. The Customer shall inform ZOLL Medical Corporation of any shortage in
<br />any shipment within ten (10) days of receipt of Equipment. If no such shortage is reported within ten (10)
<br />day period, the shipment shall be conclusively deemed to have been complete.
<br />12. RETURNS AND CANCELLATION. (a) The Customer shall obtain authorization from ZOLL Medical
<br />Corporation prior to returning any of the Equipment. (b) The Customer receives authorization from ZOLL
<br />Medical Corporation to return a product for credit, the Customer shali he subject to a restocking charge
<br />of twenty percent (20%) of the original list purchase price, but not less than $60.00 per product. (c) Any
<br />such change In delivery caused by the Customer that causes a delivery dale greater than six (6) months
<br />from the Customer's original order date shall constitute a new order for the affected Equipment in
<br />determining the appropriate list price.
<br />13. APPLICABLE LAW. This Quotation and the Contract shalt be governed by the substantive laws of
<br />the Commonwealth of Massachusetts without regard to any choice of law provisions thereof.
<br />14. COMPLIANCE WITH LAWS, (a) ZOLL Medical Corporation represents that all goods and services
<br />delivered pursuant to the Contract will be produced and supplied in compliance with all applicable stale
<br />and federal laws and regulations, including the requirements of the Fair Labor Standards Act of 1938, as
<br />amended. (b) The Customer shall be responsible for compliance with any federal, stale and local laws
<br />and regulations applicable 10 the installation or use of the Equipment furnished hereunder, and will obtain
<br />any permits required for such installation and use.
<br />15. NON -WAIVER OF DEFAULT. In the event of any default by the Customer, ZOLL Medical
<br />Corporation may decline to make further shipments or render any further warranty or other services
<br />without in any way affecting its right under such order. If despite any default by Customer, ZOLL Medical
<br />Corporation elects to continue to make shipments its action shall not constitute a waiver of any default by
<br />the Customer or in any way affect ZOLL Medical Corporation's legal remedies regarding any such
<br />default. No claim or right arising out of a breach of the Agreement by the Customer can be discharged in
<br />whole or in part by waiver or renunciation of the claim or right unless the waiver or renunciation is
<br />supported by consideration and is in writing signed by ZOLL Medical Corporation.
<br />16. ASSIGNMENT. This Quotation, and the Contract, may not be assigned by the Customer without the
<br />prior written consent of ZOLL Medical Corporation, and any assignment without such consent shall be
<br />null and void.
<br />17. TITLE TO PRODUCTS. Title to right of possession of the products sold hereunder shall remain with
<br />ZOLL Medical Corporation until ZOLL Medical Corporation delivers the Equipment to the carrier and
<br />agrees to do all acts necessary to perfect and maintain such right and title in ZOLL Medical Corpora€ion.
<br />Failure of the Customer to pay the purchase price for any product when due shall give ZOLL Medical
<br />Corporation the right, without liability to repossess the Equipment, with or without notice, and to avail
<br />itself of any remedy provided by law.
<br />1B. EQUAL EMPLOYMENT OPPORTUNITY I AFFIRMATIVE ACTION.
<br />VETERAN'S EMPLOYMENT - If this order is subject to Executive Order 11710 and the
<br />rules, regulations, or orders of the Secretary of Labor Issued thereunder the contract clause as set forth
<br />at 41 CFR 60.250.4 is hereby included as part of this order.
<br />EMPLOYMENT OF HANDICAPPED - if this order is subject to Section 503 of the
<br />Rehabilitation Act of 1973. as amended and the rules, regulations or orders of the Secretary of Labor as
<br />Issued thereunder, the contract clause at 41 CPR 60-741.7 is hereby included as part of this order.
<br />EQUAL OPPORTUNITY EMPLOYMENT - if this order is subject 10 the provisions of
<br />Executive Order 11246, as amended, and the rules, regulations or orders of the Secretary of Labor
<br />issued thereunder, the contract clause set forth at 41 CFR 60-1.4 (a) and 60-1.4 (b) are hereby included
<br />as a pars of this order and Seller agrees to comply with the reporting requirements set forth at 41 CFR
<br />6D-1.7 and the affirmative action compliance program requirements set forth as 41 CFR 60A.40.
<br />19. VALIDITY OF QUOTATION. This Quotation shall be valid and subject to acceptance by the
<br />Customer, in accordance with the terms of Section 1 hereof for the period set forth on the face hereof.
<br />After such period, the acceptance of this Quotation shah not be binding upon ZOLL Medical Corporation
<br />and shall not create a contract, unless such acceptance is acknowledged and accepted by ZOLL Medical
<br />Corporation by a writing signed by an authorized representative of ZOLL Medical Corporation,
<br />20. GENERAL. Any Contract resulting from this Quotation shall be governed by and interpreted in
<br />accordance with the laws of the Commonwealth of Massachusetts. This constitutes the entire
<br />agreement between Buyer and Supplier with respect to the purchase and sale of the Products described
<br />in the face hereof, and only representations or statements contained herein shall be binding upon
<br />Supplier as a warranty or otherwise. Acceptance or acquiescence in the course of performance
<br />rendered pursuant hereto shall not be relevant to determine the meaning of this writing even though the
<br />accepting or acquiescing party has knowledge of the nature of the performance and opportunity for
<br />objection. No addition 10 or modification of any of the terms and conditions specified herein shall be
<br />binding upon Supplier unless made in writing and signed by a duly authorized representative of Supplier.
<br />The terms and conditions specified shall prevail notwithstanding any variance from the terms and
<br />conditions of any order or other force submitted by Buyer for the Products set forth on the face of this
<br />Agreornenl. To the extent that this writing may be heated as an acceptance of Buyer's prior offer, such
<br />acceptance is expressly made conditional on assent by Buyer to the terms hereof, and, without limitation,
<br />acceptance of the goads by Buyer to the terms hereof, and, without limitation, acceptance of the goods
<br />by Buyer shall constitute such assent. All cancellations and reschedules require a minimum of thirty (30)
<br />days notice.
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