16-37 Resolution No. 16-37
RESOLUTION
AUTHORIZING THE EXECUTION OF A QUOTE FROM ZOLL MEDICAL
CORPORATION FOR THE PURCHASE OF FOUR CARDIAC MONITORS
AND RELATED COMPONENTS
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that
an exception to the requirements of the procurement ordinance is necessary and in the best
interest of the city; and
BE IT FURTHER 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
execute a quote dated February 12, 2016, from Zoll Medical Corporation for the total amount of
$119,250.45 regarding the purchase four cardiac monitors and related components, a copy of
which is attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: March 16, 2016
Adopted: March 16, 2016
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
ZOIL ® ZOLL Medical Corporation
Worldwide HeadQuarters
269 Mill Rd
Chelmsford,Massachusetts 01824-4105
TO: Elgin Fire (978)421-9655 Main
(800)348-9011
(978)421-0015 Customer Support
550 Summit Street
FEDERAL ID#:04-2711626
Elgin, IL 60120
Attn: Lt.Michael Oine QUOTATION 209501 V:3
DATE: February 12,2016
email: Oine mecitvofelain.orq
Tel: TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Prepay and Add
•ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE
1 6 0 1- 2 2 3 1 0 1 1- 0 1 X Series®Manual Monitor/Defibrillator $14,995 4 $40,020.00 $30,815.40 $123,261.60
with 4 trace tri-mode display monitor/defibrillator/
printer,comes with Real CPR Help®,advisory
algorithm,advanced communications package(Wi-Fi,
Bluetooth,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
• NC power adapter/battery charger
• NC 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(1)-year EMS warranty
Advanced Options:
Real CPR Help Expansion Padc $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 Paring Technology: $2,550
This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL Ts+C's)which Page 1 Subtotal $123,251.60
accompany this quote. Any purchase order(P.O.)issued in response to this quotation will be deemed to
incorporate ZOLL Ts+C's.Any modification of the ZOLL Ts+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 Guibord
2.PRICES QUOTED ARE VALID FOR 60 DAYS. EMS Territory Manager
3.APPLICABLE TAX,SHIPPING&HANDLING WILL BE ADDED AT THE TIME OF INVOICING.
4.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTABLE BY ZOLL.
5.FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015 4
OR EMAIL TO ESALES @ZOLL.COM. U SGT 6l
6.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
7.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com. LI 11II
C / I .t l L_ v c V f'ND(-1l1 IVIVICCd,;1
City o f :��
By: I /' ��r
Sea r R. Stegall, City /-nager Pagel ` Ji2OU
Date: March 16, 2016
ZOL ZOLL Medical Corporation
Worldwide HeadQuarters
269 Mill Rd
Chelmsford,Massachusetts 01824-4105
TO: Elgin Fire (978)421-9655 Main
(800)348-9011
(978)421-0015 Customer Support
550 Summit Street FEDERAL ID#:04-2711626
Elgin, IL 60120
Attn: Lt.Michael Oine QUOTATION 209501 V:3
DATE: February 12,2016
email: Oine me)citvofelain.orq
Tel: TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Prepay and Add
•ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE
Maximo Pulse Oodmetry
SPO2&SpCO $4,540
•Signal Extraction Technology(SET)
• Rainbow SET(for SpCO&SpMet)
NIBP Welch Allyn Includes: $3495
• Smartcuff 10 foot Dual Lumen hose
• SureBP Reusable Adult Medium Cuff
End Tidal Carbon Dloodde monitoring(ETCO2)
$4,995
Oridion Microstream Technology:
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 8 0 0 0- 0 3 4 1 SpO2ISpCOISpMet Rainbow Resuable Patient 4 $245.00 $188.65 $754.60 *
Cable:Connects to Single Use Sensors(4 ft)
3 8 0 0 0- 0 0 0 3 7 1 SpO2ISpCO/SpMet Rainbow DCI Adult Reusable 13 $845.00 $650.65 $8,458.45 *
Sensor with connector(3 ft)
4 8 0 0 0- 0 0 0 3 7 2 Sp02/SpCO/SpMet Rainbow DCI Reusable Sensor, 4 $845.00 $650.65 $2,602.60 *
PM
This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL Ts+C's)which Page 2 Subtotal $135,077.25
accompany this quote. Any purchase order(P.O.)issued in response to this quotation will be deemed to
incorporate ZOLL Ts+C's.Any modification of the ZOLL Ts+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 Guibord
2.PRICES QUOTED ARE VALID FOR 60 DAYS. EMS Territory Manager
3.APPLICABLE TAX,SHIPPING&HANDLING WILL BE ADDED AT THE TIME OF INVOICING.
4.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTABLE BY ZOLL.
5.FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015
OR EMAIL TO ESALES@ZOLL.COM.
6.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
7.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
Page 2
ZO 11111 11.1 ZOLL Medical Corporation
Worldwide HeadQuarters
269 Mill Rd
Chelmsford,Massachusetts 01824-4105
TO: Elgin Fire (978)421-9655 Main
(800)348-9011
(978)421-0015 Customer Support
550 Summit Street
FEDERAL ID#:04-2711626
Elgin, IL 60120
Attn: Lt.Michael Oine QUOTATION 209501 V:3
DATE: February 12,2016
email: Oine mecitvofelgin.orq
Tel: TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Prepay and Add
ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE
5 8000- 0 0 2 0 0 5- 01 Cable Sleeve,Propaq/X Serbs,ZOLL Blue 4 $49.95 $38.46 $153.84 *
6 8 0 0 0- 0 8 9 5 Cuff lit with Welch Allyn Small Adult.Large Adult and 4 $157.50 $121.28 $485.12 *
Thigh Cuffs
7 8000- 0 5 8 0- 01 Slx hour rechargeable Smart battery 8 $495.00 $381.15 $3,049.20 *
8 REUSE- 0 7- 2 MQ Welch Allyn REUSE-07-2MQ Cuff,Infant,2-Tube, 4 $52.50 $40.42 $161.68
Twist lock connector
9 REUSE- 0 8- 2 MQ Welch Alyn REUSE-08-2MQ Cuff, Small Child, 4 $52.50 $40.42 $161.68 *
2-Tube,Twist lock connector
10 REUSE- 0 9- 2 MQ Welch Allyn Cuff, Child,2-Tube,Twist lock connector 4 $52.50 $40.42 $161.68
11 5 0 0 1- 9 9 2 8 ZOLL E Series w/Padrg,12 bad+3 parameters or 4 ($5,000.00) ($20,000.00)
morn Trade-In
This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL Ts+C's)which Page 3 Subtotal $119,250.45
accompany this quote. Any purchase order(P.O.)issued in response to this quotation will be deemed to
incorporate ZOLL Ts+C's.Any modification of the ZOLL Ts+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 Guibord
2.PRICES QUOTED ARE VALID FOR 60 DAYS. EMS Territory Manager
3.APPLICABLE TAX,SHIPPING&HANDLING WILL BE ADDED AT THE TIME OF INVOICING.
4.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTABLE BY ZOLL.
5.FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015
OR EMAIL TO ESALES@ZOLL.COM.
6.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
7.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
Page 3
ZOL11.10 ZOLL Medical Corporation
Worldwide HeadQuarters
269 Mill Rd
Chelmsford,Massachusetts 01824-4105
TO: Elgin Fire (978)421-9655 Main
(800)348-9011
(978)421-0015 Customer Support
550 Summit Street
FEDERAL ID#:04-2711626
Elgin, IL 60120
Attn: Lt.Michael Oine QUOTATION 209501 V:3
DATE: February 12,2016
email: Oine malcitvofelain.orq
Tel: TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Prepay and Add
ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE
"Trade value guaranteed only through March 31,2016."
"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 timely basis.
*Reflects Discount Pricing.
This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL Ts+C's)which TOTAL $119,250.45
accompany this quote. Any purchase order(P.O.)issued in response to this quotation will be deemed to
incorporate ZOLL Ts+C's.Any modification of the ZOLL Ts+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 Guibord
2.PRICES QUOTED ARE VALID FOR 60 DAYS. EMS Territory Manager
3.APPLICABLE TAX,SHIPPING&HANDLING WILL BE ADDED AT THE TIME OF INVOICING.
4.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTABLE BY ZOLL.
5.FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015
OR EMAIL TO ESALES@ZOLL.COM.
6.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
7.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
Page 4
ZOLL QUOTATION GENERAL TERMS&CONDITIONS F9. OF ORMINDIR CT SPECIAL IOR CONSEQUENTIAL DAMAGES RESULTING FROM ZOLL BE ALL
CORPORATIONS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THIS QUOTATION
1.ACCEPTANCE.This Quotation constitutes an offer by ZOLL Medical Corporation to sell to the OR THE CONTRACT OR THE FURNISHING,PERFORMANCE,OR USE OF ANY EQUIPMENT OR
Customer the equipment(including a license to use certain software) listed in this Quotation and SOFTWARE SOLD HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF
described in the specifications either attached to or referred to in this Quotation(hereinafter referred to WARRANTY,THE NEGLIGENCE OF ZOLL MEDICAL CORPORATION OR OTHERWISE.
as Equipment).Any acceptance of such offer is expressly limited to the terms of this Quotation,including 10.PATENT INDEMNITY.ZOLL Medical Corporation shall at its own expense defend any suit that may
these General Terms and Conditions.Acceptance shall be so limited to this Quotation notwithstanding(i)
any conflicting written or oral representations made by ZOLL Medical Corporation or any agent or be instituted against the Customer for alleged infringement of any United States patents or copyrights
employee of ZOLL Medical Corporation or(ii)receipt or acknowledgement by ZOLL Medical Corporation related to the parts of the Equipment or the Software manufactured by ZOLL Medical Corporation,
of any purchase order,specification,or other document issued by the Customer.Any such document provided that(i)such alleged infringement consists only in the use of such Equipment or the Software by
shall be wholly inapplicable to any sale made pursuant to this Quotation,and shall not be binding in any itself and not as a part of or in combination with any other devices or parts,(ii)the Customer gives ZOLL
way on ZOLL Medical Corporation. Medical Corporation immediate notice in writing of any such suit and permits ZOLL Medical Corporation
through counsel of its choice,to answer the charge of infringement and defend such suit,and(iii)the
Acceptance of this Quotation by the Customer shall create an agreement between ZOLL Medical Customer gives ZOLL Medical Corporation all requested information,assistance and authority at ZOLL
Corporation and the Customer(hereinafter referred to as the"Contract"the terms and conditions of Medical Corporation's expense,to enable ZOLL Medical Corporation to defend such suit.
which are expressly limited to the provisions of this Quotation induding these Terms and Conditions.No
waiver change or modification of any of the provisions of this Quotation or the Contract shall be binding In the case of a final award of damages for infringement in any such suit,ZOLL Medical Corporation will
on ZOLL Medical Corporation unless such waiver, change or modification(i)is made in writing(ii) pay such award,but it shall not be responsible for any settlement made without its written consent
expressly states that it is a waiver,change or modification of this Quotation or the Contract and(iii)is
signed by an authorized representative of ZOLL Medical Corporation. Section 10 states ZOLL Medical Corporation's total responsibility and liability's,and the Customer's sole
remedy for any actual or alleged infringement of any patent by the Equipment or the Software or any part
2. DELIVERY AND RISK OF LOSS. Unless otherwise stated, all deliveries shall be F.O.B. ZOLL thereof provided hereunder. In no event shall ZOLL Medical Corporation be liable for any indirect,
Medical Corporation's facility.Risk of loss or damage to the Equipment shall pass to the Customer upon special,or consequential damages resulting from any such infringement.
delivery of the Equipment to the carrier. 11. CLAIMS FOR SHORTAGE. Each shipment of Equipment shall be promptly examined by the
3.TERMS OF PAYMENT.Unless otherwise stated in its Quotation payment by Customer is due thirty Customer upon receipt thereof.The Customer shall inform ZOLL Medical Corporation of any shortage in
(30)days after the ship date appearing on ZOLL Medical Corporation invoice.Any amounts payable any shipment within ten(10)days of receipt of Equipment.If no such shortage is reported within ten(10)
hereunder which remain unpaid after the date shall be subject to a late charge equal to 1.5%per month day period,the shipment shall be conclusively deemed to have been complete.
from the due date until such amount is paid. 12.RETURNS AND CANCELLATION.(a)The Customer shall obtain authorization from ZOLL Medical
4.CREDIT APPROVAL.All shipments and deliveries shall at all times be subject to the approval of Corporation prior to returning any of the Equipment.(b)The Customer receives authorization from ZOLL
credit by ZOLL Medical Corporation.ZOLL Medical Corporation may at any time decline to make any Medical Corporation to return a product for credit, the Customer shall be subject to a restocking
shipment or delivery except upon receipt of payment or security or upon terms regarding credit or charge of twenty percent(20%)of the original list purchase price, but not less than $50.00 per
security satisfactory to ZOLL Medical Corporation. product, provided, however, that in the event the Customer returns any product to ZOLL Medical
ACorporation due to an incomplete or defective shipment,no such restocking charges shall apply.(c)
5.TAXES&FEES.The pricing quoted in its Quotation do not incude sales use,excise,or other similar Any such change in delivery caused by the Customer that causes a delivery date greater than six(6)
taxes or any duties or customs charges,or any order processing fees.The Customer shall pay in months from the Customer's original order date shall constitute a new order for the affected
addition for the prices quoted the amount of any present or future sales,excise or other similar tax or Equipment in 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).In lieu thereof the Customer may provide 13.APPLICABLE LAW.This Quotation and the Contract shall be governed by the substantive laws of
ZOLL Medical Corporation with a tax exemption certificate acceptable to the taxing authorities. the Commonwealth of Massachusetts without regard to any choice of law provisions thereof.
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 amended.(b)The Customer shall be responsible for compliance with any federal,state and local laws
workmanship under normal use and service for the period noted on the previous page('s).Accessories and regulations applicable to the installation or use of the Equipment furnished hereunder,and will obtain
and electrodes shall be warranted for ninety (90) days from the date of shipment. During such any permits required for such installation and use.
period ZOLL Medical 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 15. NON-WAIVER OF DEFAULT. In the event of any default by the Customer, ZOLL Medical
Corporation to be defective in material or workmanship. If ZOLL Medical Corporation's inspection Corporation may decline to make further shipments or render any further warranty or other services
detects no defects in material or workmanship,ZOLL Medical Corporation's regular service charges without in any way affecting its right under such order.If despite any default by Customer,ZOLL Medical
shall apply.(b)ZOLL Medical Corporation shall not be responsible for any Equipment defect failure of Corporation elects to continue to make shipments its action shall not constitute a waiver of any default by
the Equipment to perform any specified function, or any other nonconformance of the Equipment the Customer or in any way affect ZOLL Medical Corporation's legal remedies regarding any such
caused by or attributable to(i) any modification of the Equipment by the Customer,unless such default.No claim or right arising out of a breach of the Agreement by the Customer can be discharged in
modification is made with the prior written approval of ZOLL Medical Corporation:(ii)the use of the whole or in part by waiver or renunciation of the claim or right unless the waiver or renunciation is
Equipment with any associated or complementary equipment accessory or software not specified by supported by consideration and is in writing signed by ZOLL Medical Corporation.
ZOLL Medical Corporation, or (iii) any misuse or abuse of the Equipment: (iv)exposure of the
Equipment to conditions beyond the environmental,power or operating constraints specified by ZOLL 16.ASSIGNMENT.This Quotation,and the Contract,may not be assigned by the Customer without the
Medical Corporation, or(v) installation or wiring of the Equipment other than in accordance with prior written consent of ZOLL Medical Corporation,and any assignment without such consent shall be
ZOLL Medical Corporation's instructions.(c)Warranty does not cover items subject to normal wear null and void.
and burnout during use,including but not limited to lamps,fuses,batteries,cables and accessories. (d)
The foregoing warranty does not apply to software included as part of the Equipment(including �t�I7.TITLE TO PRODUCTS.Title to right of possession of the products sold hereunder shall remain with
software embodied in read-only memory known as"firmware").(e)The foregoing warranty constitutes *ZOLL Medical Corporation until ZOLL Medical Corporation delivers the Equipment to the carrier and
the exclusive remedy of the Customer and the exclusive liability of ZOLL Medical Corporation for agrees to do all acts necessary to perfect and maintain such right and title in ZOLL Medical Corporation.
any breach of any warranty related to the Equipment supplied hereunder. THE WARRANTY Failure of the Customer to pay the purchase price for any product when due shall give ZOLL Medical
SET FORTH HEREIN IS EXCLUSIVE AND ZOLL MEDICAL CORPORATION Corporation the right,without liability to repossess the Equipment,with or without notice,and to avail
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, IMPLIED, itself of any remedy provided by law.
OR STATUTORY,INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. 18.EQUAL EMPLOYMENT OPPORTUNITY/AFFIRMATIVE ACTION.
7.SOFTWARE LICENSE.(a)All software(the"Software"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 o 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 -if 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)Customers 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 forth 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 form 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.
Xb it 1.0 y( CUS+0 f( (t b ll,Page 5 ZOLL Medical Corporation