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STRYKER MEDICAL SERVICE TERMS AND CONDITIONS — COMPLETE MAINTENANCE CONTRACT <br /> Stryker Medical, a division of Stryker Corporation, will provide services listed below under the following terms and conditions of this Service <br /> Contract <br /> (the " Agreement" ) to the customer detailed below ( " Customer" ) . Services will be conducted on the equipment identified ( " Equipment") at <br /> the <br /> location described ( " Equipment Site" ) . <br /> STRYKER COMPLETE `" <br /> The Stryker Complete Agreement pricing includes parts, labor and travel associated with service calls . Replacement parts do not include <br /> mattress <br /> covers damaged by abuse, batteries, probes and other disposable or expendable parts . <br /> INITIAL REPAIRS <br /> This Agreement shall be applicable only to such Equipment as listed on this Agreement which has been determined by Stryker Medical's <br /> Service <br /> Representative to be in good operating condition upon his/her initial inspection thereof. If, upon inspection , initial repairs are <br /> required to put any <br /> Equipment back into good operating condition , the cost of such initial repairs will not be covered under this Agreement, and will be <br /> separately <br /> invoiced at Stryker Medical 's then current hourly labor rate plus parts at Stryker Medical 's then current list price. <br /> PAST USEFUL LIFE <br /> Each Stryker Medical product comes with a user manual which details the Equipment's useful life. Equipment older than useful life as <br /> defined in the <br /> user manual will be repaired as requested, HOWEVER, EQUIPMENT PAST ITS USEFUL LIFE IS NOT COVERED BY ANY WARRANTY, EXPRESS OR IMPLIED <br />. <br /> Therefore, Customer acknowledges that use of the Equipment is at its own risk . <br /> ADVANCE NOTIFICATION <br /> Maintenance inspection service calls will be scheduled annually at a mutually agreed upon time between Customer and Stryker Medical . Equipment <br /> not made available at the mutually agreed upon time will be serviced during the next scheduled service call or at another specified date. <br /> Any <br /> Maintenance Service call scheduled outside of Stryker Medical' s normal working hours will carry an additional charge. <br /> SERVICE CALL ACTIVITY <br /> On each scheduled service call, Stryker Medical 's Service Representative will inspect and adjust each available item of Equipment as required <br /> in <br /> accordance with Stryker Medical' s then current maintenance procedures for said Equipment. The maintenance services will be performed annually <br /> each year. Stryker may amend this Agreement if there are any discrepancies on the number of inspections , price, equipment, or location <br /> . <br /> SERVICE INVOICING <br /> All prices are exclusive of taxes . All taxes, when applicable, will appear as separate items on Stryker Medical 's invoice. All invoices <br /> issued under this <br /> Agreement are to be paid within thirty ( 30 ) days of the date of the invoice. <br /> Failure to comply with Net 30 Day terms will constitute breach of contract and future service will only be made on a prepaid or COD <br /> basis, or when <br /> the previous obligation is satisfied, or both . Stryker Medical reserves the right, with no liability to Stryker Medical , to cancel <br /> any contract on the basis <br /> of payment default for any previous product or service provided by Stryker Medical or any of its affiliates . <br /> PRICE CHANGES <br /> The Service prices specified on Exhibit A herein are those in effect as of the date of acceptance of this Agreement, and will continue <br /> in effect <br /> throughout the duration of Agreement . <br /> OPERATION MAINTENANCE <br /> Stryker Medical service is ancillary to and not a complete substitute for the requirements of users to adhere to the routine maintenance <br /> instructions <br /> provided by Stryker Medical, its equipment and operations manuals, and accompanying labels and/or inserts for each item of Equipment . <br /> Appropriate user personnel should be entirely familiar with the instructions and contents of those manuals, labels and inserts and implement <br /> them <br /> accordingly . <br /> SERVICE EXCLUSIONS <br /> Notwithstanding any other provision of the Agreement, this Service does not include ( I ) repairs to mattress covers; ( ii ) any other <br /> service made <br /> necessary by abuse, misuse, negligence, accident, catastrophe, act of God ( iii ) services necessary caused by malfunction resulting from <br />faulty <br /> maintenance, improper repair, damage or alteration by non-Stryker Medical Representative; ( iv ) service necessary due to the failure of <br />the Customer <br /> or anyone under its control to comply with written instructions or recommendations; (v ) service necessary due to improper storage, handling, <br /> use or <br /> maintenance of the Equipment by anyone other than Stryker Medical; (vi) services or parts to equipment other than to the Equipment listed <br /> hereunder; (vii) service Stryker cannot perform because the Equipment has been discontinued or its parts have been discontinued or made <br /> obsolete; <br /> and (viii ) service to the Equipment if the Equipment or the Equipment Site is contaminated with blood or other potentially infectious substances <br />. <br /> If, at any time, upon inspection of the Equipment in service, Stryker Medical deems any single unit of Equipment to be unserviceable, <br /> a record and <br /> report of such will be made, and provided to the Customer in writing on the date of service. <br />