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stryker 18. Complimee ren&bear; Not For Reaale or Expert Customer represents and warrants that it: (i) will comply with all applicable laws and regulations of the sachems states and of the United Sates In the use of the Products; and (it) is buying Product(s) for its internal use only, and not for resale or export 18. Miseeilaneom. These Standard Terms of Sale constitute the entire agreement between the Parties with respect to she purchase of Products, and any modification or amendments must be in writing and signed by both Parties. The Agreement and these Standard Terms of Sale are In lieu stand replace any and all terms and conditions set forth in any documents Issued by Customer. Any additional, different, or confitcting terms and conditions an any such document Issued by Customer at any time are hereby rejected by Stryker and will not be binding In any way on Stryker. Neither Parry will transfer or assign any or all of Its rights or Interests, or delegate any of Its obIgmm us, hereunder, without Ne prior written consent of the other Party (which consent will not be unreasonably withheld); provided, however, Stryker may assign its rights or interests, or delegate its obligations, in whole or in part, to any of its affiliates without the prior consent of Customer. The Standard Terms of Sale and the Agreement will her binding upon, will inure to the benefit of, and be enforceable by permitted successors and assigns of the Parties. The rights and remedies conferred under the Agreement and under these Standard Terms of Sale apply only to Stryker and Customer, and will not be construed to inure to the benefit of or provide any right of action to any other person. including without limitation any patient or third -party payor. In the event that any provision of Mese Standard Terms of Sale is determined to be unenforceable or invalid, Such provision wN nonetheless be enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any, other remaining provisions. These Standard Terms of Sale will be governed by and construed in accordance with the laws of the Sate of Michigan as applicable to contracts made and to be performed in that sate, without regard m conflicts oftener principles. 20. Prohssb geeriees. Stryker may provide professional services an Customer, including, but not limited to. consulting, advisory, program development and implementation and data analytics services. Such services are only provided to Customer, and governed by, separate Servlres contracts entered Inco by Stryker and Customer and are not subject to these Standard Terms of Sale. APPENDIX 1 . Intentionally Omitted. Not applicable to PreCare Services for Medical Prosiness. APPENDIX 2-Intentiovelly Omitted. Not Applicable In PreCare Services fer Medical Products. APPENDIX 3 - PROCAREea SERVICES - TERMS AND CONDFTIO143 CUSTOMER. NORTH OLMSTEAD FIRE DEPT / CITY OF NORTH OLMSTEAD (ON) (May 20241- Monnet DMSIM The terms of this Appendix 3 will apply to Customers purchase of Services under a Stryker Service Plan (as defined Section 1 below). In the vent of a conflict or Inconsistency between the Standard Terms of Sale and this Appendix 3, relative to a Service Plan, this Appendix 3 will govern. 1. Serriver Plan Coverage. Stryker will Perform the repair and maintenance services (collectively, the "Services') more particularly described in each service plan Rhe "Service Plan") if entered Into by and between Stryker and Customer. The Services will cover the cental equipment (If applicable) identified in the Service Plan (collectively, the "Equipment"). 2. gredee Pian Terms and Circulations. In addition to each Service Plan's coverage terms and conditions, the Services will be subject to the PROCAREw Services Terms and Conditions set forth below. 3. Term and TermlvaUon. 3.1. Term. The Term of each Service Plan (the "Term") will continue so long as Services are being provided under a Service Plan. Notwithstanding the foregoing, Stryker may change the amounts due as noticed thirty (30) days prior to any renewal. 32. Termination for Cameo Either Parry may terminate a Service Plan upon writes notice to the other Party In the event the other Party breaches the Service Plan and fails to core the breach within thirty (30) days after receipt of written notice thereof In the event of such termination, Customer will be endded to receive from Stryker a refund of all amounts prepaid by Customer under a Service Plan for Services thathave not yet been provided by Stryker at she time clinch termination, and Stryker will be entitled to receive from Customer payment for all Services that have been provided by Stryker prior to such termination. 3.3. Termination veni�. Either Parry may terminate this Agreement at any time upon sixty (60) days prior written notice to the other If Customer has made advance payments, Stryker will provide prorated refund to the Customer for the remaining balance of the term, and any Equipment in Stryker's possession will be promptly returned to Customer. 3.4. Survival o� f Certain Provl°I?`ns, The provisions of Term and Termination, Confidentiality. Non Solicitation and Non Hire, Limitations of liability, Changes, and Assignment will survive the expiration or termination of this Agreement and will be binding to the respective successors, assigns. subsidiaries or affiliates of the Parties. 0. Fsodeet Maintesaeee. The Service Plan is 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 PINAL N Olmstead (ON)-Stryker(Med) Procne TMs w5td Terms ofSale (US) (5.13-2024) Page4of 6