Stryker Medical ProCare Services 10/5/2022 (2)

ProCare-PRODUCT SERVICE PLAN AGREEMENT City of Everett(WA)-July 2022 See Deletion of Paragraph#13 This document sets forth the entire Product Service Plan Agreement("Agreement")between Stryker Sales,LLC,through its Medical Division, hereinafter referred to as "Stryker",and the Organization,Institution,Facility or Municipality named on the face of the ProCare Proposal, hereinafter,referred to as the "Customer". This is the entire Agreement and no other oral modifications are valid. This Agreement shall remain in effect unless canceled or modified by either party according to the following terms and conditions. Stryker accepts Customer's order expressly conditioned on Customer's assent to the terms set forth in this document.Customer's order and acceptance of any portion of the services shall confirm Customer's acceptance of these terms.Unless specified otherwise herein,these terms constitute the complete agreement between the parties.Amendments to this document shall be in writing and no prior or subsequent acceptance by Stryker of any purchase order,acknowledgment,or other document from Customer specifying different and/or additional terms shall be effective unless signed by both parties. 1. SERVICE COVERAGE AND TERM Stryker shall provide to Customer the ProCare Program(s)services(the"Services")as defined on Page 1 of the ProCare Proposal(hereinafter each,a "Service Plan").The equipment covered under said Service Plan is set forth on the Equipment Schedule attached to the Proposal(the`Equipment").The Services and the Service Plan(s)are ancillary to and not a complete substitute for the requirements of Customer to adhere to the routine maintenance instructions provided by Stryker,its equipment and operations manuals,and accompanying labels and/or inserts for the Equipment.Customer covenants and agrees that its personnel will follow the instructions and contents of those manuals,labels and inserts.When Equipment or a component is replaced, the item provided in replacement will be the Customer's property(if Customer owns the Equipment)and the replaced item will be Stryker's property. The Service Plan(s)coverage,term,start date,and price of the Services appear on the face of the ProCare Proposal. 2. EQUIPMENT SCHEDULE CHANGES During the term of the Agreement,upon each party's written consent,additional Equipment may be added to the Equipment Schedule. All additions are subject to the terms and conditions contained herein. The parties shall mutually agree that Stryker shall adjust the charges and modify the Equipment Schedule to reflect anyadditions. 3. INSPECTION SCHEDULING Service inspections will be scheduled in advance at a mutually agreed upon time. Equipment not made available at the specified time will be serviced at the next scheduled service inspection unless specific arrangements are made with Stryker.Such arrangements will include travel and other special charges at Stryker's then current rates. 4. INSPECTION ACTIVITY On each scheduled service inspection,Stryker's Service Representative will inspect each available item of Equipmentas required in accordance with Stryker's then current maintenance procedures for said Equipment. 5. CUSTOMER OBLIGATIONS Customer shall use commercially reasonable efforts to cooperate with Stryker in connection with Stryker's performance of the Services. Customer understands and acknowledges that Stryker Service Representatives will not provide surgical or medical advice,will not practice surgery or medicine,will not come in physical contact with the patient,will not enter the"sterile field"at any time,and will not direct equipment or instruments that come in contact with the patient during surgery.Customer's personnel will refrain from requesting Stryker Service Representatives to take any actions in violation of these requirements or in violation of applicable laws,rules or regulations,Customer policies,or the patient's informed consent.A refusal by Stryker Service Representatives to engage in such activities shall not be a breach of this Agreement.Customer consents to the presence of Stryker Service Representatives in its operating rooms,where applicable,to allow Stryker to provide Services under this Agreement and represents that it will obtain all necessary consents from patients. 6. SERVICE INVOICING Invoices will be sent on the agreed payment method.All prices are exclusive of state and local use,sales or similar taxes.In states assessing upfront sales and use tax,Customer's payments will be adjusted to include all applicable sales and use tax amortized over the Service Plan term using a rate that preserves for Stryker,its affiliates and/or assigns,the intended economic yield for the transaction described in this Agreement.All invoices issued under this Agreement are to be paid within thirty(30)days of the date of the invoice,or the minimum period as may be established under the Customer's state- mandated regulations.Failure to comply with Net 30 Day(or state regulated)terms will constitute breach of contract and future Service will only be made on a prepaid or COD basis,or until the previous obligation is satisfied,or both.Stryker reserves the right,with no liability to Stryker,to cancel this Agreement due to payment default. 7. PRICE CHANGES The Service prices specified herein are those in effect as of the date of acceptance of this Agreement and will continue in effect throughout the term of the Service Plan. 8. INITIAL INSPECTION This Agreement shall be applicable only to such Equipment as listed in the Equipment Schedule,which has been determined by a Stryker's Representative to be in good operating condition upon his/her initial inspection thereof. 9. MAINTENANCE INSPECTION THIS AGREEMENT MAY INCLUDE PRODUCTS WHICH ARE BEYOND THEIR WARRANTY PERIOD AND TESTED EXPECTED SERVICE LIFE.ANY SUCH PRODUCT WILL BE INSPECTED SOLELY TO DETERMINE IF THE PRODUCT MEETS THE OPERATIONS AND MAINTENANCE MANUAL GUIDELINES FOR THAT PARTICULAR PRODUCT AS OF THE DATE OF INSPECTION.DESPITE ANY SUCH INSPECTION,STRYKER MAKES NO CLAIMS OR ASSURANCES AS TO FUTURE PERFORMANCE,INCLUDING NO EXPRESS OR IMPLIED WARRANTY,FOR ANY PRODUCT WHICH WAS INSPECTED OUTSIDE OF ITS WARRANTY PERIOD OR BEYOND ITS TESTED EXPECTED SERVICE LIFE. 10. SERVICE PLAN WARRANTY AND LIMITATIONS Stryker represents and warrants that the Services shall be performed in a workmanlike manner and with professional diligence and skill.Services will materially comply with all applicable laws and regulations.During the term of the Service Plan,Stryker will maintain the Equipment in good working condition.Notwithstanding any other provision of this Agreement,the Service Plan does not include repairs or other services made necessary by or related to,the following:(a)abnormal wear or damage caused by misuse or by failure to perform normal and routine maintenance,as set out in the Stryker maintenance manual or operating instructions;(b)accidents;(c)catastrophe;(d)acts of god;(e)any malfunction resulting from faulty maintenance, improper repair, damage and/or alteration by non-Stryker authorized personnel; (f) Equipment on which any original serial numbers or other identification marks have been removed or destroyed;or(g)Equipment that has been repaired with any unauthorized or non-Stryker parts/components. In addition,in order to ensure safe operation of the Equipment,only Stryker accessories should be used.Stryker reserves the right to invalidate the Service Plan if Equipment is used with accessories not manufactured by Stryker. TO THE FULLEST EXTENT PERMITTED BY LAW,THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES APPLICABLE TO THE SERVICES AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY STRYKER,EXPRESSED OR IMPLIED,INCLUDING,BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY,NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.