13-45 Resolution No. 13-45
RESOLUTION
AUTHORIZING PURCHASE OF CARDIAC MONITORS
AND RELATED COMPONENTS
FROM ZOLL MEDICAL CORPORATION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
Sean R. Stegall, City Manager, be and is hereby authorized and directed to purchase three cardiac
monitors and related components from Zoll Medical Corporation for the total amount of$85,395.68
pursuant to the quotation therefor dated February 5, 2013, a copy of which is attached hereto and
made a part hereof by reference.
BE IT FURTHER RESOLVED that the City Council hereby finds that an exception to the
requirements of the procurement ordinance is necessary and in the best interests of the city for the
purchase authorized by this resolution.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: March 6, 2013
Adopted: March 6, 2013
Omnibus Vote: Yeas: 7 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
O GUIDELINES ZOLL Medical Corporation
2010 READY Worldwide HeadQuarters
QD 269 Mill Rd
Chelmsford, Massachusetts 01824-4105
TO: Elgin Fire (978) 421-9655 Main
(800) 348-9011
550 Summit Street (978)421-0015 Customer Support
Elgin, IL 60120 FEDERAL ID#: 04-2711626
Attn: Bryan McMahan QUOTATION 131289 V:4
DATE: February 05, 2013
email: mcmahan bOcityofelgin.org
Tel: 847-833-7357 TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Prepay and Add
ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE
1 601-2231011-01 X Series®Manual Monitor/Defibrillator $14,995 3 $40,020.00 $31,972.00 $95,916.00 '
with 4 trace tri-mode display monitor/defibrillator/
printer,
comes with Real CPR Help@,advisory algorithm,
advanced communications package(Wi-Fi,Biuetooth,
USB cellular modem capable)USB data transfer
capable and large 6.5"(16.5cm)diagonal screen,
full 12 ECG lead view with both dynamic and static
12-lead mode display.
Accessories Included:
•Six(6)foot.3-Lead ECG cable
• MFC cable
• MFC CPR connector
• A/C power adapter/battery charger
• A/C power cord
• One(1)roll printer paper
• 6.6 Ah Li-ion battery
• Carry case
• Declaration of Conformity
• Operator's Manual
• Quick Reference Guide
•One(l)-year EMS warranty
Advanced Options:
Real CPR Help Expansion Pact $ 995
CPR Dashboard quantitive depth and rate in real
time,release indicator,interruption
timer,perfusion performance indicator(PPI)
•See-Thru CPR artifact filtering
ZOLL Noninvasive Pacing Technology: $2,550
Masimo Pulse Oximetry
This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL T's+C's)which Page 1 Subtotal $95 916.00
accompany this quote. Any purchase order(P.O.)issued in response to this quotation will be deemed to '
incorporate ZOLL T's+C's.Any modification of the ZOLL Ts+C's must be set forth or referenced in the
customers P.O. No commercial terms or conditions shall apply to the sale of goods or services governed
by this quote and the customers P.O unless set forth in or referenced by either document
1.DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. Caroline Wojtkowski
2. PRICES WILL BE F.O.B. SHIPPING POINT. EMS Territory Manager
3. PRICES QUOTED ARE VALID FOR 60 DAYS.
4.APPLICABLE TAX&FREIGHT CHARGES ARE ADDITIONAL.
5.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTANCE BY ZOLL.
6.FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015
OR EMAIL TO ESALES@ZOLL.COM.
7.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
8.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
Page 1
0 GUIDELINES ZOLL Medical Corporation
2010 READY Worldwide HeadQuarters
m 269 Mill Rd
Chelmsford, Massachusetts 01824-4105
TO: Elgin Fire (978)421-9655 Main
(800) 348-9011
550 Summit Street (978)421-0015 Customer Support
Elgin, IL 60120 FEDERAL ID#: 04-2711626
Attn: Bryan McMahan QUOTATION 131289 V:4
DATE: February 05, 2013
email: mcmahan b(ftitvofelgin.org
Tel: 847-833-7357 TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Prepay and Add
ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE
SP02&SpCO $4,540
•Signal Extraction Technology(SET)
Rainbow SET(for SpCO&SpMet)
NIBP Welch Allyn includes: $3,495
• Smartcuff 10 foot Dual Lumen hose
• SureBP Reusable Adult Medium Cuff
End Tidal Carbon Dioxide monitoring(ETCO2)
Oridion Micxostream Technology: $4,995
Order required Microstream tubing sets separately
Interpretative 12-Lead ECG: $8,450
• 12-Lead one step ECG cable-includes 4-Lead
limb lead cable and
removable precordial 6-Lead set
2 8000-0341 SpO2/SpCO/SpMet Rainbow Resuable Patient Cable: 3 $225.00 $173.25 $519.75 '
Connects to Single Use Sensors(4 ft)
3 8000-000371 SpO2/SpCO/SpMet Rainbow DCI Adult Reusable 3 $495.00 $381.15 $1,143.45 '
Sensor with connector(3 ft)
4 8000-000372 SpO2/SpCO/SpMet Rainbow DCI Reusable 3 $445.00 $358.05 $1,074.15 '
Sensor/Cable(3 ft),Pedi
5 8000-0895 Cuff Kit with Welch Allyn Small Adult Large AduR and 3 $157.50 $121.28 $363.84
Thigh Cuffs
This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL T's+C's)which. Page 2 Subtotal $99 017.19
accompany this quote. Any purchase order(P.O.)issued in response to this quotation will be deemed to '
incorporate ZOLL T's+C's.Any modification of the ZOLL T's+C's must be set forth or referenced in the
customer's P.O. No commercial terms or conditions shall apply to the sale of goods or services governed
by this quote and the customer's P.O unless set forth in or referenced by either document
1. DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. Caroline Wojtkowski
2. PRICES WILL BE F.O.B.SHIPPING POINT. EMS Territory Manager
3.PRICES QUOTED ARE VALID FOR 60 DAYS.
4.APPLICABLE TAX&FREIGHT CHARGES ARE ADDITIONAL.
5.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTANCE BY ZOLL.
6.FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015
OR EMAIL TO ESALES@ZOLL.COM.
7.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
8. PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
Page 2
0 GUIDELINES ZOLL Medical Corporation
2010 READY Worldwide HeadQuarters
269 Mill Rd
Chelmsford, Massachusetts 01824-4105
TO: Elgin Fire (978) 421-9655 Main
(800) 348-9011
550 Summit Street (978)421-0015 Customer Support
Elgin, IL 60120 . FEDERAL ID#: 04-2711626
Attn: Bryan McMahan QUOTATION 131289 V:4
DATE: February 05, 2013
email: mcmahan Wakityofelgin.ora
Tel: 847-833-7357 TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Prepay and Add
ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE
6 800 0- 058 0-01 Six hour rechargeable Smart battery 9 $495.00 $381.15 $3,430.35
7 8300- 0 2 5 0-01 SurePower Charger Adapter 6 $97.00 $74.69 $448.14 '
8 8000- 000901 ECG plain white paper-80mm(pack of 6 rolls) 2 $24.00 No Charge No Charge
9 4001- 9916 ZOLL M Series Biphasic w/Pacing and 12 LD Trade-in 1 ($3,500.00) ($3,500.00)
10 4001- 9901 ZOLL M Series Defibrillator Trade-In 1 ($500.00) ($500.00) "
11 DISC ZOLL Loyalty Discount 1 $0.00 ($13,500.00) ($13,500.00) '
*Reflects Discount Pricing.
"Trade-In Value valid if all units purchased are in
good operational and cosmetic condition,and
include all standard accessories such as paddles,
cables,etc.Customer assumes responsibility for
shipping trade-in equipment to ZOLL Chelmsford
within 60 days of receipt of new equipment. Customer
agrees to pay cash value for trade-in equipment not
shipped to ZOLL on a limey basis.
This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL T's+C's)which TOTAL $85,395.68
accompany this quote. Any purchase order(P.O.)issued in response to this quotation will be deemed to
incorporate ZOLL T's+C's.Any modification of the ZOLL T's+C's must be set forth or referenced in the
customer's P.O. No commercial terms or conditions shall apply to the sale of goods or services governed
by this quote and the customer's P.O unless set forth in or referenced by either document
1.DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. Caroline Wojtkowski
2.PRICES WILL BE F.O.B.SHIPPING POINT. EMS Territory Manager
3.PRICES QUOTED ARE VALID FOR 60 DAYS.
4.APPLICABLE TAX&FREIGHT CHARGES ARE ADDITIONAL.
5.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTANCE BY ZOLL.
6.FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015
OR EMAIL TO ESALES @ZOLL.COM.
7.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
8.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
Page 3
ZOLL QUOTATION GENERAL TERMS 8 CONDITIONS
9.LIMITATIONS OF LIABILITY.IN NO EVENT SHALL ZOLL MEDICAL CORPORATION BE LIABLE
1.ACCEPTANCE. This Quotation constitutes an offer by ZOLL Medical Corporation to sell to the FOR INDIRECT SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ZOLL MEDICAL
Customer the equipment (including a license to use certain software) listed in this Quotation and CORPORATIONS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THIS QUOTATION
described in the specifications either attached to or referred to in this Quotation(hereinafter referred to OR THE CONTRACT OR THE FURNISHING,PERFORMANCE,OR USE OF ANY EQUIPMENT OR
as Equipment).Any acceptance of such offer is expressly limited to the terms of this Quotation,including SOFTWARE SOLD HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF
these General Terms and Conditions.Acceptance shall be so limited to this Quotation notwithstanding(i) WARRANTY,THE NEGLIGENCE OF ZOLL MEDICAL CORPORATION OR OTHERWISE.
any conflicting written or oral representations made by ZOLL Medical Corporation or any agent or
employee of ZOLL Medical Corporation or(ii)receipt or acknowledgement by ZOLL Medical Corporation 10.PATENT INDEMNITY.ZOLL Medical Corporation shall at its own expense defend any suit that may
of any purchase order,specification,or other document issued by the Customer.Any such document be instituted against the Customer for alleged infringement of any United States patents or copyrights
shall be wholiy inapplicable to any sale made pursuant to this Quotation,and shall not be binding in any related to the parts of the Equipment or the Software manufactured by ZOLL Medical Corporation,
way on ZOLL Medical Corporation. provided that i such alleged infringement consists only in the use of such Equipment or the Software by
itself and not as a part of or in combination with any other devices or parts,(o)the Customer gives ZOLL
Acceptance of this Quotation by the Customer shall create an agreement between ZOLL Medical Medical Corporation immediate notice in writing of any such suit and pernits ZOLL Medical Corporation
Corporation and the Customer(hereinafter referred to as the'Contract'the terms and conditions of through counsel of its choice,to answer the charge of infringement and defend such suit,and(iii)the
which are expressly limited to the provisions of this Quotation including these Terms and Conditions.No Customer gives ZOLL Medical Corporation all requested information,assistance and authority at ZOLL
waiver change or modification of any of the provisions of this Quotation or the Contract shall be binding Medical Corporation's expense,to enable ZOLL Medical Corporation to defend such suit.
on ZOLL Medical Corporation unless such waiver, change or modification(i)is made in writing(ii)
expressly states that it is a waiver,change or modification of this Quotation or the Contract and(iii)is In the case of a final award of damages for infringement in any such suit,ZOLL Medical Corporation will
signed by an authorized representative of ZOLL Medical Corporation. pay such award,but it shall not be responsible for any settlement made without its written consent
2. DELIVERY AND RISK OF LOSS. Unless otherwise stated, all deliveries shall be F.O.B. ZOLL Section 10 states ZOLL Medical Corporation's total responsibility and liabilitys,and the Customer's sole
Medical Corporation's facility.Risk of loss or damage to the Equipment shall pass to the Customer upon remedy for any actual or alleged infringement of any patent by the Equipment or the Software or any part
delivery of the Equipment to the carrier. thereof provided hereunder. In no event shall ZOLL Medical Corporation be liable for any indirect,
3.TERMS OF PAYMENT.Unless otherwise stated in its Quotation payment by Customer is due thirty special,or consequential damages resulting from any such infringement.
(30)days after the ship date appearing on ZOLL Medical Corporation invoice.Any amounts payable 11. CLAIMS FOR SHORTAGE. Each shipment of Equipment shall be promptly examined by the
hereunder which remain unpaid after the date shall be subject to a late charge equal to 1.5%per month Customer upon receipt thereof.The Customer shall inform ZOLL Medical Corporation of any shortage in
from the due date unfit such amount is paid. any shipment within ten(10)days of receipt of Equipment.If no such shortage is reported within ten(10)
4.CREDIT APPROVAL.All shipments and deliveries shall at all times be subject to the approval of day period,the shipment shall be conclusively deemed to have been complete.
credit by ZOLL Medical Corporation.ZOLL Medical Corporation may at any time decline to make any 12.RETURNS AND CANCELLATION.(a)The Customer shall obtain authorization from ZOLL Medical
shipment or delivery except upon receipt of payment or security or upon terms regarding credit or Corporation prior to returning any of the Equipment.(b)The Customer receives authorization from ZOLL
security satisfactory to ZOLL Medical Corporation. Medical Corporation to return a product for credit,the Customer shall be subject to a restocking charge
Of twenty percent(20%)of the original list purchase price,but not less than$50.00 per product(c)Any
5.TAXES 8.FEES.The pricing quoted in its Quotation do not include sales use,excise,or other similar such change in delivery caused by the Customer that causes a delivery date greater than six(6)months
taxes or any duties or customs charges, or any order processing fees.The Customer shall pay in from the Customer's original order date shall constitute a new order for the affected Equipment in
addition for the prices quoted the amount of any present or future sales,excise or other similar tax or determining the appropriate list price.
customs duty or charge applicable to the sale or use of the Equipment sold hereunder(except any tax
based on the net income of ZOLL Medical Corporation),and any order processing fees that ZOLL may 13.APPLICABLE LAW.This Quotation and the Contract shall be governed by the substantive laws of
apply from time to time.In lieu thereof the Customer may provide ZOLL Medical Corporation with a tax the Commonwealth of Massachusetts without regard to any choice of law provisions thereof.
exemption certificate acceptable to the taxing authorities.
14.COMPLIANCE WITH LAWS.(a)ZOLL Medical Corporation represents that all goods and services
6.WARRANTY.(a)ZOLL Medical Corporation warrants to the Customer that from the earlier of the date delivered pursuant to the Contract will be produced and supplied in compliance with all applicable state
of installation or thirty(30)days after the date of shipment from ZOLL Medical Corporation's facility,the and federal laws and regulations,including the requirements of the Fair Labor Standards Act of 1938,as
Equipment(other than accessories and electrodes)will be free from defects in material and workmanship amended.(b)The Customer shall be responsible for compliance with any federal,state and local laws
under normal use and service for the period noted on the reverse side.Accessories and electrodes shall and regulations applicable to the installation or use of the Equipment furnished hereunder,and wi6 obtain
be warranted for ninety(90) days from the date of shipment During such period ZOLL Medical any permits required for such installation and use.
Corporation will at no charge to the Customer either repair or replace(at ZOLL Medical Corporation's
sole option)any part of the Equipment found by ZOLL Medical Corporation to be defective in material or 15. NON-WAIVER OF DEFAULT. In the event of any default by the Customer, ZOLL Medical
workmanship.If ZOLL Medical Corporation's inspection detects no defects in material or workmanship, Corporation may decline to make further shipments or render any further warranty or other services
ZOLL Medical Corporation's regular service charges shall apply.(b)ZOLL Medical Corporation shall not without in any way affecting its right under such order.If despite any default by Customer,ZOLL Medical
be responsible for any Equipment defect failure of the Equipment to perform any specified function,or Corporation elects to continue to make shipments its action shall not constitute a waiver of any default by
any other nonconformance of the Equipment caused by or attributable to(i)any modification of the the Customer or in any way affect ZOLL Medical Corporation's legal remedies regarding any such
Equipment by the Customer,unless such modification is made with the prior written approval of ZOLL default.No claim or right arising out of a breach of the Agreement by the Customer can be discharged in
Medical Corporation:(ii)the use of the Equipment with any associated or complementary equipment whole or in part by waiver or renunciation of the claim or right unless the waiver or renunciation is
accessory or software not specified by ZOLL Medical Corporation,or(iii)any misuse or abuse of the supported by consideration and is in writing signed by ZOLL Medical Corporation.
Equipment:(iv)exposure of the Equipment to conditions beyond the environmental,power or operating
constraints specified by ZOLL Medical Corporation,or(v)installation or wiring of the Equipment other 16.ASSIGNMENT.This Quotation,and the Contract,may not be assigned by the Customer without the
than in accordance with ZOLL Medical Corporation's instructions.(c)Warranty does not cover items prior written consent of ZOLL Medical Corporation,and any assignment without such consent shall be
subject to normal wear and burnout during use,including but not limited to lamps,fuses,batteries,cables null and void.
and accessories. (d) The foregoing warranty does not apply to software included as part of the
Equipment(including software embodied in read-only memory known as'firmware").(e)The foregoing 17.TITLE TO PRODUCTS.Title to right of possession of the products sold hereunder shall remain with
warranty constitutes the exclusive remedy of the Customer and the exclusive liability of ZOLL Medical ZOLL Medical Corporation until ZOLL Medical Corporation delivers the Equipment to the carrier and
Corporation for any breach of any warranty related to the Equipment supplied hereunder. THE agrees to do all acts necessary to perfect and maintain such right and title in ZOLL Medical Corporation.
WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND ZOLL MEDICAL CORPORATION Failure of the Customer to pay the purchase price for any product when due shall give ZOLL Medical
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER WRITTEN,ORAL, IMPLIED,OR Corporation the right,without liability to repossess the Equipment,with or without notice,and to avail
STATUTORY,INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR itself of any remedy provided by law.
FITNESS FOR A PARTICULAR PURPOSE
18.EQUAL EMPLOYMENT OPPORTUNITY I AFFIRMATIVE ACTION.
7.SOFTWARE LICENSE.(a)All software(the'Soflware'which term shall include firmware)included as VETERAN'S EMPLOYMENT-If this order is subject to Executive Order 11710 and the
part of the Equipment is licensed to Customer pursuant to a nonexclusive limited license on the terms rules,regulations,or orders of the Secretary of Labor issued thereunder the contract clause as set forth
hereinafter set forth,(b)Customer may not copy,distribute,modify,translate or adapt the Software,and at 41 CFR 60-250.4 is hereby included as part of this order.
may not disassemble or reverse compile the Software,or seek in any manner to discover,disclose or
use any proprietary algorithms,techniques or other confidential information contained therein,(c)All EMPLOYMENT OF HANDICAPPED - F this order is subject to Section 503 of the
rights in the Software remain the product of ZOLL Medical Corporation,and Customer shall have no right Rehabilitation Act of 1973,as amended and the rules,regulations or orders of the Secretary of Labor as
or interest therein except as expressly provided herein.(d)Customer's right to use the Software may be issued thereunder,the contract clause at 41 CFR 60-741.7 is hereby included as part of this order.
terminated by ZOLL Medical Corporation in the event of any failure to comply with terms of this
quotation,(e)Customer may transfer the license conferred hereby only in connection with a transfer of EQUAL OPPORTUNITY EMPLOYMENT -if this order is subject to the provisions of
the Equipment and may not retain any copies of the Software following such transfer.(f)ZOLL Medical Executive Order 11246,as amended,and the rules,regulations or orders of the Secretary of Labor
.Corporation warrants that the read-only memory or other media on which the Software is recorded will be issued thereunder,the contract clause set forth at 41 CFR 60-1.4(a)and 60-1.4(b)are hereby included
free from defects in materials and workmanship for the period and on terms set forth in section 6.(g) as a part of this order and Seller agrees to comply with the reporting requirements set forth at 41 CFR
Customer understands that the Software is a complex and sophisticated software product and*no 60-1.7 and the affirmative action compliance program requirements set forth as 41 CFR 60-1.40.
assurance can be given that operation of the Software will be uninterrupted or error-free,or that the
Software will meet Customer's requirements. Except as set font in section 7(f), ZOLL MEDICAL 19. VALIDITY OF QUOTATION. This Quotation shall be valid and subject to acceptance by the
CORPORATION MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE Customer,in accordance with the terms of Section 1 hereof for the period set forth on the face hereof.
SOFTWARE AND IN PARTICULAR DISCLAIMS ANY IMPLIED WARRANTIES OR After such period,the acceptance of this Quotation shall not be binding upon ZOLL Medical Corporation
MERCHANTABILITY OR FITNESS OF A PARTICULAR PURPOSE WITH RESPECT THERETO. and shall not create a contract,unless such acceptance is acknowledged and accepted by ZOLL Medical
Customer's exclusive remedy for any breach of warranty or defect relating to the Software shall be the Corporation by a writing signed by an authorized representative of ZOLL Medical Corporation.
repair or replacement of any defective read-only memory or other media so that it correctly reproduces
the Software. This License applies only to ZOLL Medical Corporation Software. 20.GENERAL. Any Contract resulting from this Quotation shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts. This constitutes the entire
8.DELAYS IN DELIVERY.ZOLL Medical Corporation shall not be liable for any delay in the delivery of agreement between Buyer and Supplier with respect to the purchase and sale of the Products described
any part of the Equipment if such delay is due to any cause beyond the control of the ZOLL Medical in the face hereof, and only representations or statements contained herein shall be binding upon
Corporation including,but not limited to acts of God,fires,epidemics,floods,riots,wars,sabotage,labor Supplier as a warranty or otherwise. Acceptance or acquiescence in the course of performance
disputes, governmental actions, inability to obtain materials, components, manufacturing facilities or rendered pursuant hereto shall not be relevant to determine the meaning of this writing even though the
transportation or any other cause beyond the control of ZOLL Medical Corporation.In addition ZOLL accepting or acquiescing party has knowledge of the nature of the performance and opportunity for
Medical Corporation shall not be liable for any delay in delivery caused by failure of the Customer to objection. No addition to or modification of any of the terms and conditions specified herein shall be
provide any necessary information in a timely manner. In the event of any such delay,the date of binding upon Supplier unless made in writing and signed by a duly authorized representative of Supplier.
shipment or performance hereunder shall be extended to the period equal to the time lost by reason of The terms and conditions specified shall prevail notwithstanding any variance from the terms and
such delay.In the event of such delay ZOLL Medical Corporation may allocate available Equipment conditions of any order or other forth submitted by Buyer for the Products set forth on the face of this
among its Customers on any reasonable and equitable basis. The delivery dates set forth in this Agreement. To the extent that this writing may be treated as an acceptance of Buyer's prior offer,such
Quotation are approximate only and ZOLL Medical Corporation shall not be liable for or shall the acceptance is expressly made conditional on assent by Buyer to the terms hereof,and,without limitation,
Contract be breached by,any delivery by ZOLL Medical Corporation within a reasonable time after such acceptance of the goods by Buyer to the terms hereof,and,without limitation,acceptance of the goods
dates. by Buyer shall constitute such assent. All cancellations and reschedules require a minimum of thirty(30)
days notice.
ZOLL Medical Corporation