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<br />PerkinElmer Health Sciences, Inc. ("PerkinElmer") - Service Agreement Terms and Conditions, City of South Bend.
<br />1. TERMS OF AGREEMENT: These Service Agreement Terms and Conditions (this "Agreement') shall govern all orders for and purchases
<br />of services and parts under a PerkinElmer Service Plan ("Services") and shall prevail over any pre-printed, standard or other terms set
<br />forth in Buyer's purchase order or any other document not signed by an authorized representative of PerkinElmer, which are hereby
<br />rejected and shall be void. Buyer's submission of a purchase order or other instrument regarding the purchase of Services in response
<br />to PerkinElmer's quotation or any other PerkinElmer document that includes or incorporates these terms shall be deemed acceptance
<br />of these terms to the exclusion of any other terms and conditions appearing in or referenced in such purchase order or other instrument.
<br />2. REASONABLE EFFORTS: PerkinElmer will use reasonable efforts under the circumstances to provide Services as quickly as possible.
<br />The Services will be scheduled at a time mutually agreed upon by PerkinElmer and the Buyer. Parts and components replaced or
<br />otherwise utilized in the repair of the instrument may be either new or refurbished at the discretion of PerkinElmer.
<br />3. TERM: TERMINATION: PerkinElmer may accept or reject at its discretion a purchase order for Services. Unless otherwise expressly
<br />stated by PerkinElmer in writing or under the terms of the purchased Service Plan, the initial term of a Service Plan and this Agreement
<br />is one year, commencing on the date designated by PerkinElmer in its quotation or otherwise specified to Buyer. A Service Plan may be
<br />terminated by either party upon at least thirty (30) days written notice to the other party. If Buyer is past due with respect to any invoices
<br />related to gny account with PerkinElmer, PerkinElmer may, upon written notice to Buyer, suspend Services, demand payment for the
<br />balance due under this Agreement, and/or terminate this Agreement, In connection with a termination for convenience by Buyer,
<br />Buyer's total payment obligation to PerkinElmer under this Agreement shall equal the greater of (i) the total price of Services actually
<br />performed and expenses actually incurred in servicing the covered equipment under the Services Plan, calculated at PerkinElmer's sole
<br />discretion and (ii) the prorated price of the Service Plan from its effective date to the date of termination, plus 15% of the total fee paid
<br />for the underlying Service Plan, not to exceed the total value of the underlying Service Plan.
<br />4. PAYMENT: Payment is due by Buyer upon receipt of invoice. Unless installment payment terms are agreed in writing by PerkinElmer
<br />and Supplier, Buyer shall deliver payment in full to the address set forth in PerkinElmer's invoice. Invoices not paid timely are subject to
<br />the lesser of fifteen percent (15%) per annum or the maximum prevailing legal interest rate, calculated from date of delinquency through
<br />the date payment is made in full. If PerkinElmer retains a collection agency and/or attorney to collect unpaid amounts, PerkinElmer
<br />may invoice Buyer for, and Buyer shall pay, all costs of collection including, without limitation, reasonable attorneys' fees.
<br />5. WARRANTY: LIMITATION OF LIABILITY: PerkinElmer warrants that It will provide Services at least In accordance with generally accepted
<br />standards prevailing in the instrument repair industry, at the time and place performed. Warranty claims must be made within 90 days
<br />after Services are performed. PERKINELMER MAKES NO OTHER WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR
<br />IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR
<br />MERCHANTABILITY WITH RESPECT TO ITS SERVICES, WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED.
<br />PERKINELMER'S SOLE LIABILITY AND RESPONSIBILITY UNDER THIS AGREEMENT FOR BREACH OF WARRANTY IS RE -
<br />PERFORMANCE OF THE SERVICES WITHIN A REASONABLE TIME OR RETURN OF THE FEE PAID FOR THE DEFECTIVE
<br />SERVICES, AT PERKINELMER'S OPTION. THESE ARE BUYER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF
<br />WARRANTY. TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL PERKINELMER BE LIABLE FOR ANY
<br />SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT, THE
<br />SERVICES PROVIDED OR OTHERWISE, EVEN IF PERKINELMER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH
<br />DAMAGES. WITHOUT LIMITING THE FOREGOING, PERKINELMER'S LIABILITY IN CONNECTION WITH THIS AGREEMENT,
<br />THE SERVICES PROVIDED OR OTHERWISE SHALL NOT EXCEED, AND BUYER'S EXCLUSIVE REMEDY IN ANY EVENT SHALL
<br />BE LIMITED TO, THE AMOUNT ACTUALLY PAID BY BUYER FOR THE UNDERLYING SERVICE PLAN.
<br />6. EXCLUSIONS: Service Plans do not include software or firmware upgrades, except where specifically included in PerkinElmer's
<br />quotation, and do not include replacement of parts, costs or repairs for defects or damages arising from or in connection with (a)
<br />abuse, misuse, mishandling, improper or inadequate maintenance, or failure to operate equipment in accordance with applicable
<br />specifications or instructions; (b) causes beyond PerkinElmer's reasonable control, including, without limitation, acts of God, power
<br />surges or failure, failure or interruption in communication lines, or corrosive Buyer samples; (c) installation of software or interfacing, or
<br />use in combination with software or products, not supplied or authorized by PerkinElmer; or (d) electrical work, transportation,
<br />modification, relocation, deinstallation, reinstallation, repair or service, performed by Buyer or by persons other than PerkinElmer
<br />authorized personnel. Further, parts in contact with any liquid, including but not limited to, seals, filters, gaskets, valves, syringes,
<br />tubing, tips, etc., are considered wetted and shall be deemed user replaceable and not covered by any Service Plan, unless otherwise
<br />stated in PerkinElmer's quotation.
<br />7. CONSUMABLES: The cost of consumables supplied by PerkinElmer in performing the Services are the responsibility of Buyer unless
<br />otherwise stated in PerkinElmer's quotation. Consumables include PerkinElmer's usual and customary parts, supplies and other items
<br />which are expendable by their nature or intended use, and those which are listed in the applicable instrument user's manual.
<br />8. INSTRUMENT RECERTIFICATION: PerkinElmer may require instrument recertification on a time and materials basis as a condition to
<br />performing Services if an instrument has not been under warranty or a service plan immediately prior to the time of Services.
<br />9. TRAINING: INSTRUMENT RELOCATION: Service Plans do not 'include Buyer training or services related to the relocation of instruments
<br />unless otherwise specifically stated in writing by PerkinElmer in any particular case.
<br />10.AsSIGNMENT: GOVERNING LAW: Neither this Agreement nor any Service Plan is assignable or otherwise transferable by Buyer. This
<br />Agreement and any underlying Service Plans shall be governed by the laws of the State of Indiana, exclusive of its conflicts of laws
<br />rules, and all disputes shall be subject to the exclusive jurisdiction of the courts therein.
<br />11.AMENDMENT: ENTIRE AGREEMENT: No amendment or modification of this Agreement shall be binding unless in writing and signed by
<br />an authorized representative of both PerkinElmer and Buyer. This Agreement, together with PerkinElmer's quotation regarding the
<br />Service Plan(s) or other services subject to these terms and conditions, and PerkinElmer's description of the Services provided under
<br />the Service Plan purchased by Buyer, represents the entire agreement between the parties with respect to the subject matter herein.
<br />Service v0203016
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