2020-036 Resolution - Laserfiche WebLink

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9, OPERATION MAINTENANCE Stryker's Services are ancillary to and nota complete substitute for the requirements of Customer to adhere to the routine maintenance Instructions provided by Stryker, It's Equipment and operations manuals, and accompanying labels and/or Inserts for each Item of Equipment, Customer's appropriate user personnel should be entirely faudliar with the instructions and contents of those manuals, labels and Inserts and Implement them accordingly. 10. SERVICE PLAN WARRAN'rV AND LIMITATIONS Stryker represents and warrants that the Services shall be performed in a workmanlike manner and with professional diligence and skill. Service.swill comply with all applicable laws and regulations. During the term of the Service Plan, Stryker will maintain the Equlpment 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: (1) abnormal wear or damage caused by misuse or by failure to perform normal and routine maintenance asset out In the Stryker mainten Roca manual or operating Instructions. ('1) accl deals (3) catastrophe (4) acts of god (S) cony malfunction resulting from faulty maintenance, improper repair, damage and/or alteration by non -Stryker authorized personnel (6) Equipment on which ally original serial numbers or other Identification marks have been removed or destroyed; or (7) Equipment that has been repaired with any unauthorized or non -Stryker components, In addition, Di order to ensure safe operation of the Equipment, only Stryker accessories should be used. Stryker reserves the right to Invalidate file Service Plait If Egnlpment 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 SFRVICFS AND ARE EXPRESSLY IN LIEU OF'ANY OTHER WARRANTY BY STRYKER, RXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED 1'0, ANY IMPLIED WARRANTY OF MEKCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. 11. WAIVER EXCLUSIONS No failure to exercise and no delay by Stryker In exercising any right, power or privilege hereunder shall operate as a waiver thereof. No waiver of any breach of any provision by Stryker shall be deemed to he a waiver by Stryker of any preceding or succeeding breach of the same or any other provision. No extension of time by Stryker for performance of any obligations or uther acts hereunder or under any other Agreement shall be deented to be un extension of tlnte for performances of any other obligations or any other acts by Stryker. 12, LIMITATION OF LIABILITY EXCEPT FOR THIRD PARTY DAMAGES RELATED TO STRYKER'S INDEMNITY OBLIGATIONS UNDER SP.CTION 13, STRYKER'S LIABILITY ARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF SERVICE FEES PAID DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. IN NO INSTANCE WILL STRYKER BE LIABLE TO CUSTOMER FOR INCIDENTAL, PUNITIVE, SPECIAL, COVER, EXEMPLARY. MUL'11PUED OR CONSEQUENTIAL DAMAGES OR ATTORNEYS' FEES OR COSTS FOR ANYACI'IONS UNDER OR IIELATHD TO THIS AGREEMENT. 13. INDEMNIFICATION Stryker shall Indenmify and hold harmless Customer from any loss or damage brought by a third party which Customer may stiffer directly as a result of the gross negligence or willful misconduct of Stryker or Its employees or agents In the course of providing Services. The foregoing Indemniflcatlon will not apply to any liability arlsing from, (I) an in)ury or damage due to the negligence of any person other than Stryker's employee or agent; (11) the fallure of any person other than Stryker's employee or agent to follow any Instructions outlined In the labeling. manual, and/or Instructions for use of the Equipment (111) the use of any equipment or part not purchased from Stryker or any equipment or any part thereof that has been mortified; altered or repaired by any person other than Stryker's employee or agent; or (Iv) any actions taken or o llsslons made by airy Stryker employee while under the direction or control of Customer's staff Customer agryes to hold Stryker homeless from and Indemnify Stryker for any claims or losses or Injuries arising front (Q -(Iv) above resulting from Customer's or Its employcev' or ugentti actions. 14, TERM AND TERMINATION The Agreement shall commence of the date Indicated on the first Service Plan entered Into between the parties and shall continue until Stryker ceases to provide Set vices or the Agreement is canceled by either party by giving a ninety (90) days prior mitten notice of any such cancellatlnn to the other party.lfthis Agreement is canceled during or before the expiration date of the Agreement, Customer will owe for the months covered up to the cancellation date of the Agreement and for any parts, labor, and travel charges, required to maintain Equipment, exceeding that already paid during the Agreement In the event Customer has pre -paid for the services hereunder, any unused amount as of the date of cancellation shall be returned to Ute Customer on a pro -rata basis.