1. TERMS OF AGREEMENT: These Service Agreement Terms and Conditions (this “Agreement”) shall govern all orders for and purchases of services and parts under a PerkinElmer Service Plan (“Services”) by a purchaser of such Services (“Buyer”) and shall prevail over any pre-printed, standard or other terms set forth in Buyer’s purchase order or any other document not signed by an authorized representative of PerkinElmer, which are hereby rejected and shall be void. Buyer's submission of a purchase order or other instrument regarding the purchase of Services in response to PerkinElmer's quotation or any other PerkinElmer document that includes or incorporates these terms shall be deemed acceptance of these terms to the exclusion of any other terms and conditions appearing in or referenced in such purchase order or other instrument.
2. REASONABLE EFFORTS: PerkinElmer will use reasonable efforts under the circumstances to provide Services as quickly as possible. The Services will be scheduled at a time mutually agreed upon by PerkinElmer and Buyer. Parts and components replaced or otherwise utilized in the repair of an instrument may be either new or refurbished at the discretion of PerkinElmer.
3. TERM; TERMINATION: PerkinElmer may accept or reject at its discretion a purchase order for Services. Unless otherwise expressly stated by PerkinElmer in writing or under the terms of the purchased Service Plan, the initial term of a Service Plan is one year, commencing on the date designated by PerkinElmer in its quotation or otherwise specified to Buyer. A Service Plan may be 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 related to any account with PerkinElmer, PerkinElmer may, upon written notice to Buyer, suspend Services, demand payment for the balance due under this Agreement, and/or terminate this Agreement. In connection with a termination for convenience by Buyer, Buyer’s total payment obligation to PerkinElmer under this Agreement shall equal the greater of (i) the total price of Services actually performed and expenses actually incurred in servicing the covered equipment under the Service Plan, calculated at PerkinElmer’s sole 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 for the underlying Service Plan, not to exceed the total value of the underlying Service Plan.
4. PAYMENT: Payment is due by Buyer upon receipt of invoice. Unless installment payment terms are agreed in writing by PerkinElmer and Buyer, Buyer shall deliver payment in full to the address set forth in PerkinElmer’s invoice. Without prejudice to any other rights PerkinElmer may have, PerkinElmer shall be entitled to charge interest on invoices not paid timely, calculated 30 days from the date of delinquency through the date payment is made in full, at the lower of 1.5% interest per month or the maximum amount allowed under applicable law. If PerkinElmer retains an attorney to collect unpaid amounts, PerkinElmer may invoice Buyer for, and Buyer shall pay, all costs of collection including, without limitation, such reasonable attorneys’ fees.
5. WARRANTY; LIMITATION OF LIABILITY: PerkinElmer warrants that it will provide Services in all material respects in accordance with generally accepted standards prevailing in the instrument repair industry, at the time and place performed. Warranty claims must be made within 90 days after Services are performed. PERKINELMER MAKES NO OTHER WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY WITH RESPECT TO ITS SERVICES. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, RELATING TO ANYTHING SUPPLIED OR SERVICES PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT, ARE EXPRESSLY EXCLUDED. PERKINELMER’S SOLE LIABILITY AND RESPONSIBILITY UNDER THIS AGREEMENT FOR BREACH OF WARRANTY IS RE- PERFORMANCE OF THE SERVICES WITHIN A REASONABLE TIME OR RETURN OF THE FEE PAID FOR THE DEFECTIVE SERVICES, AT PERKINELMER’S OPTION. THESE ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY. TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL PERKINELMER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES IN CONNECTION WITH THIS AGREEMENT, THE SERVICES PROVIDED OR OTHERWISE, EVEN IF PERKINELMER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. WITHOUT LIMITING THE FOREGOING, PERKINELMER’S LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES PROVIDED OR OTHERWISE SHALL NOT EXCEED, AND BUYER’S EXCLUSIVE REMEDY IN ANY EVENT SHALL BE LIMITED TO, THE AMOUNT ACTUALLY PAID BY BUYER FOR THE UNDERLYING SERVICE PLAN.
6. EXCLUSIONS: Service Plans do not include software or firmware upgrades, computer upgrade or computer failure, except where specifically included in PerkinElmer’s quotation, and do not include replacement of parts, costs or repairs for defects or damages arising from or in connection with (a) abuse, misuse, mishandling, improper or inadequate maintenance, or failure to operate equipment in accordance with applicable specifications or instructions; (b) causes beyond PerkinElmer’s reasonable control, including, without limitation, acts of God, power surges or failure, failure or interruption in communication lines, or corrosive Buyer samples; (c) installation of software or interfacing, or use in combination with software or products, not supplied or authorized by PerkinElmer; or (d) electrical work, transportation, modification, relocation, deinstallation, reinstallation, repair or service, performed by Buyer or by persons other than PerkinElmer authorized personnel. Further, parts in contact with any liquid, including but not limited to, seals, filters, gaskets, valves, syringes, tubing, tips, etc., are considered wetted and shall be deemed user replaceable and not covered by any Service Plan unless otherwise stated in PerkinElmer’s quotation.
7. CONSUMABLES: The cost of consumables supplied by PerkinElmer in performing the Services are the responsibility of Buyer unless otherwise stated in PerkinElmer’s quotation. Consumables include PerkinElmer’s usual and customary parts, supplies and other items which are expendable by their nature or intended use, and those which are listed in the applicable instrument user’s manual or published exclusions list (available on request).
8. INSTRUMENT RECERTIFICATION: PerkinElmer may require instrument recertification on a time and materials basis as a condition to performing Services if an instrument has not been under warranty or a Service Plan immediately prior to the time of Services.
9. TRAINING; INSTRUMENT RELOCATION: Service Plans do not include Buyer training or services related to the relocation of instruments unless otherwise specifically stated in writing by PerkinElmer in any particular case.
10. ASSIGNMENT; GOVERNING LAW; VENUE: Neither this Agreement nor any Service Plan is assignable or otherwise transferable by Buyer. This Agreement and any underlying Service Plans shall be governed by, construed and take effect in accordance with the laws of the State of Israel. The courts of the State of Israel shall have exclusive jurisdiction to settle any claim, dispute or matter of difference which may arise out of or in connection with this Agreement (including claims for set-off or counterclaim) or the legal relationships established by this Agreement. Nothing in this Agreement affects the right of PerkinElmer to seek interim relief under this Agreement in any court in any jurisdiction.
11. AMENDMENT; ENTIRE AGREEMENT: No amendment or modification of this Agreement shall be binding unless in writing and signed by an authorized representative of both PerkinElmer and Buyer. This Agreement, together with PerkinElmer’s quotation regarding the Service Plan(s) or other services subject to these terms and conditions, and PerkinElmer’s description of the Services provided under the Service Plan purchased by Buyer, represents the entire agreement between the parties with respect to the subject matter herein.
Updated on April 2017