PHILIPS HEALTHCARE

Your details: Our details: Reference:

Kanola Hospitals Pvt Ltd Philips Medical Systems Nederland B.V. ISC052878-1
No36 , Purahala Place, High Tech Campus 29, Building Customer Nr:
New Town , HTC52.5 94683546
50000 5656 AE Eindhoven, The Netherlands Date: 7/20/2023
Anuradhapura Quotation.Support.PMSN@philips.com

A70g_Kanola-
This offer is subject to obtaining any of the requisite approvals or permissions under any of the applicable
export control regulations and unless otherwise agreed in writing, the attached conditions of the sale apply.

Dear Sir/Madam ****,

We have the pleasure to send you the quotation as specified in the following pages.

Should you have any queries or requests for further information, please do not hesitate to
contact your Account Manager,**** via tel. **** or Email ****.

Yours faithfully,

Prices

- All prices are in USD with delivery CIP Colombo, airport air freight (INCOTERMS 2010) and
exclude installation of the offered equipment.

- Inland delivery (“last mile”) from Colombo, airport / harbour to the hospital is not included.

- Import costs, Customs duties and taxes are not included.

Philips India Ltd.

Building 9B Cyber City , Gurgaon, India, Tel 9958586664 Fax www.philips.com
PHILIPS HEALTHCARE

- Local vertical transport is not included

Civil works

Site preparation works which may be necessary to prepare the room to install the offered
equipment are for the Client’s account.

Validity

Validity of this quotation: 60 days

Delivery time

Approximately 12-16 weeks after Philips’ confirmation of receipt of full payment

Warranty

Covered are Labor & parts only, 12 Months from the date of installation, or 13 months from date
of shipment from Philips warehouse, whichever comes first.

ISC052878-1 (1) 2-3

PHILIPS HEALTHCARE

“Any rights and obligations of parties under the warranty and, if applicable, the extended
warranty are governed by the General Terms & Conditions of Sale & Software License and the
General Terms & Conditions of Service as attached to this offer.”

Payment

The following payment conditions are applicable on this offer:

100% Pre Payment

Bank account number

Account number 3053-6017 with the Citi Bank N.A., New York, USA. Swift code: CITIUS 33,
Fedwire/ABA no.: 021 000 089 (Payment in USD)

Beneficiary

Philips Medical Systems Nederland B.V.

Boschdijk 525, 5621 JG, Eindhoven, The Netherlands

Orders may be sent to

Sales Support Office Direct Export - Building VB 9-320
Philips Medical Systems Nederland B.V.
P.O. Box 90050, building VB, 5600 PB Eindhoven, The Netherlands
Quotation.Support.PMSN@philips.com

H.Bruins
Export sales manager
Philips Medical Systems Nederland B.V.

ISC052878-1 (1) 3-3

PHILIPS HEALTHCARE

1 OUR COMPANY ............................................................................................................... 1-5

2 FINANCIAL OVERVIEW .................................................................................................. 2-7

3 SALES CONDITIONS ...................................................................................................... 3-8

4 OFFER OVERVIEW ......................................................................................................... 4-9

5 OFFER DESCRIPTION .................................................................................................. 5-10

6 TERMS OF TRADE ........................................................................................................ 6-16

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PHILIPS HEALTHCARE
1 OUR COMPANY
Innovating for a healthier, more sustainable world
Since the introduction of the first Philips light bulb
more than 120 years ago, innovation and a people-
centric approach have always been at the core of
our company.
Our
commitment is
to deliver new
healthcare and
lighting
technologies
that make a real
difference to our
customers,
consumers and stakeholders across the globe. We
believe that the best way for us to do this, is
through clear understanding of people’s needs and
desires.
When we bring the two together – people and
innovation – we create the next generation of
technology and things that people truly want and
need. These are meaningful innovations that help
people to be healthy, live well and enjoy life.
Our mission
To improve people’s lives through meaningful
innovation
Innovation does not only mean new technology, it
can also mean an exciting application, a new
business model or a unique customer proposition
brought about by an innovative partnership. In other
words, an innovation is not the same as an
invention. Technology remains very important, but
insights into the needs and aspirations of
consumers and customers are equally, if not more
important and must always be our starting point.
Our vision
At Philips, we strive to make the world healthier and
more sustainable through innovation.
Our goal is to improve the lives of 3 billion people a
year by 2025. We will be the best place to work for
people who share our passion. Together we will
deliver superior value for our customers and
shareholders.
Our domain
We operate in the health and well-being domain
Our health and well-being offering is powered by
our two domains: HealthTech and Lighting
We seek to improve the quality of people’s lives
through focusing on their health and well-being.
Quite simply, we want to help people live a healthy,
fulfilling life. Health not only refers to the medical
aspects of health, but also keeping fit, observing a
healthy diet, and generally living a healthy lifestyle.
Well-being is a general sense of fulfillment, feeling
good and at ease. It also refers to the sense of
comfort, safety and security people feel in their
environment – at home, at work, when shopping or
on the road. Our focus on health and wellbeing
automatically implies that we contribute to building a
sustainable society.
Brand Promise
At Philips we deliver innovation that matters to you.
Our innovation matters because it improves your life
in way that is personal & has impact. Whether we
help you sleep deeper; wake up happier; eat
healthier; give your newborn the best start in life;
study & work smarter; become fitter & more healthy;
age well; manage pain & illness; it must matter to
you.
Philips HealthTech
We are dedicated to delivering innovation that
matters to our customers and the patients they serve.
We do this by developing innovative solutions across
the continuum of care in partnership with clinicians
and our customers to improve patient outcomes,
provide more and better value, and expand access to
care. Our extensive clinical expertise in combination
of technology leadership across the health continuum
and commitment to customer collaboration are core
to our business and truly differentiate us.
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PHILIPS HEALTHCARE

Solutions.

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PHILIPS HEALTHCARE

2 FINANCIAL OVERVIEW
Investment

Qty Description Excl. VAT Incl. VAT

(USD) (USD)

Affiniti 70 (Chapter 1)
1 795210 Affiniti 70 Ultrasound System 36,500.00 36,500.00

Offer Total excl. VAT 36,500.00

VAT 0% 0.00
Offer Total incl. VAT 36,500.00

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PHILIPS HEALTHCARE

3 SALES CONDITIONS

H.Bruins
Export sales manager
Philips Medical Systems Nederland B.V.

3-8
PHILIPS HEALTHCARE

4 OFFER OVERVIEW
Affiniti 70 (Chapter 1) 795210 Affiniti 70 Ultrasound System

Pos Description
Qty. Included Optional
.

1 1 Affiniti 70G Ultrasound system ●

2 1 A70G Core Bundle ●
3 1 Auto Doppler ●
4 1 OB PureWave Basic ●
5 1 L12-3 ERGO Transducer ●
6 1 L12-5 Transducer ●
7 1 ElastQ Imaging Curved ●
8 1 External B&W Printer ●

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PHILIPS HEALTHCARE

5 OFFER DESCRIPTION
Affiniti 70 (Chapter 1)
795210 Affiniti 70 Ultrasound System

Pos. Qty. Description

1 1 Affiniti 70G Ultrasound system 19,371.91

Art.Nr: NUSM250

Affiniti 70G Ultrasound system

· Affiniti features an uncompromised level of clinical performance to meet the challenges of

today’s busy ultrasound practices

· New tablet like interface revolutionizes how you interact with the system resulting in a
reduction in exam reach and exam steps.

· Large 21.5-inch high definition LCD display mounted on fully articulating extension arm for
easy viewing in virtually any environment

Infinite articulation of control panel and monitor allows for perfect alignment whether sitting or
standing (180 degrees of freedom from center) to scan ergonomically

· Almost silent when running (37-41dB) equivalent to the sound of a library

· Enhanced mobility with battery backup options

· 4 transducer ports

· Integrated footrest

· Integrated storage shelves and drawer

· 4 wheel swivel and swivel/brake lock control

· Up to 4,718,592 total digital channels

· Exclusive adaptive signal to noise ratio that achieves system dynamic range of up to 280 dB
for improved 2D

· Powerful distributed multi-core processing architecture capable of achieving 225 x 109 40-bit
Multiply-Accumulates/second. Includes 512 GB hard drive

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PHILIPS HEALTHCARE

· Windows Embedded Standard 10 Operating System

· NetLink DICOM: Network print & store, commit, modality worklist, and structured reporting for
adult, pediatric, fetal echo, vascular, and OB/GYN

· DVD Drive: integrated DVD/CD burning capability for storage of DICOM images or export in
JPEG or .avi

· Philips Next Generation SonoCT Real-Time Compounding, with Widescreen capability and up
to 9 beam-steered lines of sight that acquires more information and reduces angle-generated
artifacts

· Philips next generation XRES Adaptive Image Processing for noise and artifact reduction to
improve tissue and border definition

· MaxVue High Definition Ultrasound with over a 1 million more pixels and 38% larger viewing
area

· Fully independent, multiple mode Triplex operation

· Active Native data for post-processing of frozen image data and Cineloop image data

· Vascular High-Q Automatic Doppler provides real-time tracking of Doppler signal,

automatically selecting the highest peak velocity and with the touch of a button, adding
measurements to your report (not in the core).

Transducers

Advanced Compact connector technology offers pinless design for exceptional reliability and
performance

· Ergonomic designs with lightweight flexible cables

· New low-loss technology for better penetration with fewer artifacts

· Breakthrough frequency bandwidths and array configurations

· Supports array configurations up to 20 MHz sector, linear, curved, tightly curved, TEE and
mechanical volume transducers

Automation

Designed with our most innovative tools to maximize efficiency

· Autoscan (real time iSCAN) automatically optimizes gain and TGC continuously to assure you

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PHILIPS HEALTHCARE

are achieving an optimal image in 2D, 3D and 4D.

· Intelligent Tissue Specific Imaging

· Application-specific and user definable Quicktext Automatic Annotation

· QuickSAVE User Defined Programs (up to 45 per transducer)

Data

· On-board workstation-class data management with thumbnail previews and storage of images,
loops and reports

· Retrospective and prospective clip capture to internal drive or removable media

· Ability to send X,Y & Z volume MPR's to most PACS

· Ability to export QLAB native data

Other Core Features

· Abdomen, Vascular (incl. TCD), Small Parts (incl. Breast), Musculoskeletal clinical options

· Clinical Options: Software for imaging, labeling, analysis, and reporting specific to each clinical
application

· Allow operation of a specific set of transducers with optimized tissue specific presets

· Interventional GI clinical option with one button Tissue Specific Imaging (TSI) optimization for
biopsy and/or ablation needle visualization and TSI settings for fundamental and contrast-
enhanced interventional procedures

· Battery back-up

· Color Power Angio

· Tissue Harmonics and Pulse Inversion Harmonic Imaging

· 2D, M-Mode, Anatomic M-mode, Color Flow Doppler, Pulsed Wave Doppler (PW), Chroma
Imaging, Tissue Doppler Imaging, Pulse Inversion, Cineloop Image, M-mode and Doppler
Review

· High Definition Write Zoom and Read Zoom with pan features

· Chroma Imaging

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· Measurement tools including: distance, depth, area, and circumference

· Volume Flow Measurements

· Easy-clip Cable management solution: Keeps cables tangle and damage-free; also decreasing
cable strain for improved operator comfort.

2 1 A70G Core Bundle 2,077.61

Art.Nr: NUSM722
Introduction:

Includes this bundle of clinical options:

•Obstetrical

•Gynecology

•Fetal Echo

•Pediatric GI

•Urology

Details:

Provides software for imaging, labeling, analysis, and reporting specific to each corresponding
clinical application.

Each clinical option allows operation of a specific set of transducers with optimized tissue
specific presets.

3 1 Auto Doppler 1,103.66

Art.Nr: NUSM307
One-button flow optimization, angle correction and steering of PW Doppler and color Doppler.
4 1 OB PureWave Basic 4,794.20
Art.Nr: NUSM628
Introduction:

OB PureWave Basic Transducer Bundle

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PHILIPS HEALTHCARE

Key benefits:

· OB PureWave Basic Transducer Bundle

Details:

Bundle includes the following:

- C9-4v

- C5-1

C9-4v:

- Curved array transducer with 9 to 4 MHz extended operating frequency range and 150-
degree field of

view

- Supports 2D, color, PW Doppler, and Color Power Angio imaging for endovaginal
applications

- Biopsy kit available

C5-1:

- C5-1 PureWave curved array transducer with 5 to 1 MHz extended operating frequency
range

- High performance curved array for OB/GYN, Abdominal and Interventional applications

- Biopsy kit available

5 1 L12-3 ERGO Transducer 3,331.26

Art.Nr: FUS8727
L12-3 ERGO is an ergonomically designed Linear array transducer with 12 to 3 MHz extended
operating frequency range for vascular applications. Also supports musculoskeletal, pediatric
radiology, small parts applications.
6 1 L12-5 Transducer 3,398.16
Art.Nr: FUS8722
Fine pitch, 256 element, high resolution linear array transducer with 12 to 5 MHz extended
operating frequency range for high resolution superficial applications, including small parts,
breast, vascular and musculoskeletal imaging. Can also be used for pediatric radiology,
obstetrical, and abdominal applications.
7 1 ElastQ Imaging Curved 2,026.93
Art.Nr: NUSM104
Introduction:

ElastQ Imaging Curved

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PHILIPS HEALTHCARE

Details:

ElastQ Imaging (EQI) for curved array (C5-1) features a real-time, large region of interest
(ROI) color coded quantitative assessment of tissue stiffness using shear wave elastography.
ElastQ Imaging includes the ability to make retrospective measurements on stored images as
well. Unique confidence map display utilizes intelligent analysis that adds additional assurance
that user measurements are obtained on tissue areas with adequate shear wave propagation.
EQI also includes ElastPQ shear wave point quantification technology support.

8 1 External B&W Printer 396.26

Art.Nr: NUSM363
Externally mounted and controlled, medical grade high resolution black and white thermal
printer for image documentation.

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PHILIPS HEALTHCARE
6 TERMS OF TRADE
GENERAL TERMS AND CONDITIONS OF SALE, SOFTWARE LICENSE AND
CUSTOMER SERVICES
("Conditions of Sale")
A. GENERAL TERMS
Definitions
The following terms used in these Conditions of Sale shall have the
meaning set forth below:
Affiliate with respect to Philips, any entity which controls, is
controlled by or under common control of Koninklijke
Philips N.V.
Philips Philips Medical Systems Nederland B.V. and its Affiliates.
1. Initial Provisions
1.1 The Products (equipment, service, and software) offered on the
quotation by the Philips legal entity identified thereon are subject to
these Conditions of Sale.
1.2 The purchase prices set out on the quotation are net of all taxes.
All taxes on the Products will be borne by the Customer.
2. Quotation, Order and Payment
2.1 Any quotation on the Products will be open for acceptance within
the period indicated therein and may be amended or revoked by
Philips prior to Customer's acceptance. Any purchase orders shall
be subject to Philips' confirmation in writing. Any terms and
conditions set forth on the Customer’s purchase order or otherwise
issued by the Customer shall not apply to the Products.
2.2 The prices and payment terms are set out on the quotation.
Orders are subject to Philips’ ongoing credit review and approval.
2.3 Interest will apply to any late payments at the maximum rate
permitted by applicable law. If the Customer fails to pay any
amounts due or breaches these Conditions of Sale, Philips will be
entitled to suspend the performance of its obligations and deduct the
unpaid amount from any amounts otherwise owed to Customer by
Philips, in addition to any other rights or remedies available to
Philips. Philips shall be entitled to recover all costs and expenses,
including reasonable attorneys' fees related to the enforcement of its
rights or remedies.
2.4 Customer has no right to cancel an order, unless such
cancellation right is granted to the Customer by mandatory law in
which case the Customer shall pay the costs incurred by Philips up
to the date of cancellation. In other cases of cancellation, the agreed
price shall remain due and payable.
2.5. Philips reserves the right to adjust prices, during the term of
the agreement, in accordance with the definitive price index for
material cost and the definitive price index for personal cost as
published by the Nederlandse Zorgautoriteit (NZa). For 1/3 part of
the adjustment the price index for material cost will be used and
for 2/3 part the price index for personal cost. In addition, Philips
can adjust prices in case of excessive loan- or price changes.
Philips shall give thirty (30) days prior written notice before
6-16
implementing any adjustment to pricing, such adjustment shall not
be retroactive, and cannot start before the first year of contract
and shall not exceed five (5%) per cent change annually.
3. Retention of title until full payment
The title to the Products shall remain vested in Philips until the
payment of the purchase price by the Customer.
4. Technical changes; obsolescence of the Product
Philips shall be entitled to make changes to the design or
specifications of the Products at any time, provided such change
does not adversely affect the performance of the Products. If a
Product becomes obsolete before the delivery date, Philips shall
endeavor to provide equivalent replacement Products at similar
prices but shall have no liability whatsoever in the event no
replacement is available.
5. Lease and Trade-In
5.1 If the Customer desires to convert the purchase of any Products
to a lease, the Customer shall within ninety (90) prior to the delivery
of the Products provide all relevant rental documents for review and
approval by Philips. Philips may provide the rental agreement at its
discretion.
5.2 In the event Customer will be trading-in equipment ("Trade-In"),
the Customer will provide the following:
5.2.1 Customer undertakes to possess good and marketable title to
the Trade-In as of the date of the quotation and when Philips takes
possession of the Trade-in from Customer’s site. In the event
Customer is in breach of this undertaking, Customer shall not be
entitled to keep a trade-in credit for such Trade-In and shall promptly
refund Philips such credited amounts upon receipt of an invoice from
Philips.
5.2.2. The trade-in value set forth on Philips quotation is conditioned
upon Customer providing Trade-In no later than the date Philips
makes the new Product listed on such quotation available for first
patient use. Customer shall bear the costs of any reduction in trade-
in value arising due to a delay by the Customer causing the trade-in
not to occur by the expected date and promptly pay the revised
invoice.
5.2.3 In the event Philips receives a Trade-In having a different
configuration (including software version) or model number than the
Trade- In described on the Philips quotation, Philips reserves the
right to adjust the trade in value and revise the invoice accordingly
and Customer shall pay such revised invoice promptly upon receipt.
5.2.4, Customer undertakes to (i) clean and sanitize all components
that may be infected and all biological fluids from the Trade-In; (ii)
drain any applicable chiller lines and cap any associated plumbing
and (iii) delete all personal data in the Trade-In. Customer agrees to
PHILIPS HEALTHCARE
reimburse Philips against any out-of-pocket costs incurred by Philips
arising from Customer’s breach of its obligations herein.
6. Shipment and delivery date
6.1 Philips shall deliver the Products in accordance with the
Incoterms set forth on the quotation. If Philips and the Customer
agree any other terms of delivery, additional costs shall be for the
account of the Customer.
6.2 Philips will make reasonable efforts to meet delivery dates
quoted or acknowledged. Failure to deliver by the specified date will
not be a sufficient cause for cancellation nor will Philips be liable for
any penalty, loss, or expense due to delay in delivery. If the
Customer causes the delay, any reasonable expenses incurred by
Philips will be for the account of the Customer. If the delay is more
than fourteen (14) days, the Customer shall pay the purchase price
for the Products immediately to Philips.
7. Installation
7.1 If Philips has undertaken installation of the Products, the
Customer shall be responsible for the following at its sole expense
and risk:
7.1.1 The provision of adequate and lockable storage for the
Products on or near the installation site. The Customer will repair or
replace any lost or damaged item during the storage period.
7.1.2 Philips or its (affiliate’s) representative shall have access to the
installation site without obstacle or hindrance in due time to start the
installation work at the scheduled date.
7.1.3 The timely execution and completion of the preparatory works,
in conformity with Philips’ installation requirements. The Customer
shall ensure that the prepared site shall comply with all safety,
electrical and building codes relevant to the Products and installation
thereof.
7.1.4 The proper removal and disposal of any hazardous material at
the installation site prior to installation by Philips.
7.1.5 The timely provision of all visa, entry, exit, residence, work or
any other permits and licenses necessary for Philips’ or Philips’
representatives’ personnel and for the import and export of tools,
equipment, Products and materials necessary for the installation
works and subsequent testing.
7.1.6 The assistance to Philips or Philips’ representative for moving
the Products from the entrance of the Customer's premises to the
installation site. The Customer shall be responsible, at its expense,
for rigging, the removal of partitions or other obstacles, and
restoration work.
7.2 If Products are connected to a computer network, the Customer
shall be responsible for network security, including but not limited to,
using secure administrative passwords, installing the latest security
updates of operating software and web browsers, running a
Customer firewall and maintaining up-to-date drivers, anti-virus and
anti-spyware software.
7.3 If any of the above conditions are not complied with, Philips or
Philips’ representative may interrupt the installation and subsequent
testing for reasons not attributable to Philips, and the parties shall
extend the period for completing the installation. Any additional costs
shall be for the Customer's account and Philips shall have no liability
for any damage resulting from or in connection with the delayed
installation.
7.4 Philips shall have no liability for the fitness or adequacy of the
premises or the utilities available at the premises for installation or
storage of the Products.
8. Acceptance
8.1 Philips shall notify the Customer of the completion of the
installation to enable the Customer to participate in the tests and
confirm, by signing a certificate, the acceptance of the Products and
compliance with the agreed specifications.
8.2 In case of absence of the Customer, Philips shall start the tests
according to Philips’ standard testing procedures and on completion,
the test certificate shall indicate acceptance.
8.3 In case of rejection of the Products, the Customer shall submit
the reasons to Philips in a detailed written form within ten (10) days
from the completion of the acceptance tests, and Philips shall correct
such failures by repeating the relevant steps of the acceptance test
within a reasonable time.
8.4 If, within ten (10) days from the completion of the acceptance
test, Philips has not received the signed certificate of acceptance or
a rejection report with the justified reasons, the Product shall be
considered accepted by the Customer.
8.5 In case the Customer starts making clinical use of the Products,
this shall be considered a deemed acceptance by the Customer.
8.6 Minor defects or deviations that do not affect the operational use
of the installed Products shall be stated on the certificate of
acceptance but shall not prevent acceptance. Philips shall be
obligated to remedy such defects within a reasonable time.
9. Complaints and returns
The Customer shall notify Philips in writing substantiating its
complaints within ten (10) days from its receipt of the Products. If
Philips accepts the claim as valid, Philips shall issue a return
authorization notice, and the Customer shall return the Products.
Each returned Product shall be packed in its original packaging.
10. Product warranty
10.1 In the absence of any specific Product warranty in the
quotation, the following warranty provisions will apply to the Product.
10.2 Hardware Products. Philips warrants to Customer that the
Product shall materially comply with its product specification on the
quotation and the user documentation accompanying the shipment
of such Product for a period of one year from the date of acceptance
or first clinical use, whichever occurs first, but under any
circumstances, no more than fifteen (15) months from the date of
shipment, provided the Product has been subject to proper use and
maintenance. Any disposable Product intended for single use
supplied by Philips to the Customer will be of good quality until the
expiration date applicable to such Product.
10.3 Stand-alone Licensed Software Products. Philips warrants that
the Stand-alone Licensed Software shall substantially conform to the
technical specification for a period of ninety (90) days from the date
Philips makes such Stand-alone Licensed Software available to the
Customer. “Stand-alone Licensed Software” means Licensed
Software sold without a contemporaneous purchase of a server for
the Licensed Software.
10.4 Service. Philips warrants that all services will be carried out with
reasonable care and skill. Philips’ sole liability for breach of this
warranty shall be at its option to give credit for or re-perform the
services in question. This warranty shall only extend for a period of
ninety (90) days after the completion of the services.
10.5 Customer shall only be entitled to make a Product warranty
claim if Philips receives written notice of the defect during the
warranty period within ten (10) days from the Customer discovering
6
PHILIPS HEALTHCARE
the defect, and, if required, the Product or the defective parts shall
be returned to an address stated by Philips. Such defective parts
shall be the property of Philips after their replacement.
10.6 Philips’ warranty obligations for the Product shall be limited at
Philips’ option to the repair or replacement of the Product or any part
thereof, in which case the spare parts shall be new or equivalent to
new in performance, or to the refund of a pro rata portion of the
purchase price paid by the Customer.
10.7 Philips’ warranty obligations shall not apply to any defects
resulting from:
10.7.1 improper or unsuitable maintenance, configuration or
calibration by the Customer or its agents.
10.7.2 use, operation, modification, or maintenance of the Product
not in accordance with the Product specification and the applicable
written instructions of Philips or performed prior to the completion of
Philips’ validation process.
10.7.3 abuse, negligence, accident, damages (including damage in
transit) caused by the Customer.
10.7.4 improper site preparation, including corrosion to Product
caused by Customer.
10.7.5 any damage to the Product or any medical data or other data
stored, caused by an external source (including viruses or similar
software interference) resulting from the connection of the Product to
a Customer network, Customer client devices, a third party product
or use of removable devices.
10.8 Philips is not responsible for the warranty for the third-party
product provided by Philips to the Customer and Customer shall
make any warranty claims directly with such vendors. However, if
Philips, under its license agreement or purchase agreement with
such third party, has right to warranties and service solutions, Philips
shall make reasonable efforts to extend to the Customer the third-
party warranty and service solutions for such Products.
10.9 During the term of the warranty and any customer service
arrangement the Customer shall provide Philips with a dedicated
high-speed broadband internet connection suitable to establish a
remote connection to the Products in order for Philips to provide
remote servicing of the Products by:
10.9.1 supporting the installation of a Philips approved router (or a
Customer-owned router acceptable for Philips) for connection to the
Products and Customer network (which router remains Philips
property if provided by Philips and is only provided during the
warranty term).
10.9.2 maintaining a secure location for hardware to connect the
Products to the Philips Remote Service Data Center (PRSDC).
10.9.3 providing and maintaining a free IP address within the site
network to be used to connect the Products to the Customer’s
network.
10.9.4 maintaining the so established connection throughout the
applicable period.
10.9.5 facilitating the reconnection to Philips in case any temporary
disconnection occurs.
If Customer fails to provide the access described in this section and
the Product is not connected to the PRSDC (including any temporary
disconnection), Customer accepts any related impact on Products
availability, additional cost, and speed of resolution.
10.9.6 the warranties set forth in this Conditions of Sale and
quotation are the sole warranties made by Philips in connection with
the Product, are expressly in lieu of any other warranties, whether
written, oral, statutory, express or implied, including any warranty of
non-infringement, quiet enjoyment, merchantability or fitness for a
particular purpose. Philips expressly disclaims the implied warranties
of merchantability and fitness for a particulr purpose. Moreover,
Philips does not warrant any Product using the cloud to be
uninterrupted or error free.
11. Limitation of Liability
11.1 The total liability of Philips arising under or in connection with
the Product for any breach of contractual obligations, warranty,
negligence, unlawful act or otherwise in connection with the Product
is limited to the actual purchase price received for the Product that
gave rise to the claim.
11.2 Philips shall not be liable for any indirect, punitive, incidental,
exemplary, special or consequential damages and/or for any
damages including, loss of data, profits, revenue, business
interruption or use in connection with or arising out of these
Conditions of Sale, regardless of whether they are foreseeable or
not and whether the claim is made in tort (including negligence),
breach of contract, at law or in equity. Neither Philips nor Philip’s
suppliers shall be liable for any loss or inability to use medical or
other data stored on or by the Product.
11.3 The exclusion of liability in these Conditions of Sale shall only
apply to the extent allowed under the applicable law.
12. Infringement of Intellectual Property Rights to the Products
12.1 Philips will, at its option and expense, defend or settle any suit
or proceeding brought against Customer based on any third party
claim that any Product or use thereof for its intended purpose
constitutes an infringement of any intellectual property rights in the
country where the Product is delivered by Philips.
12.2 Customer will promptly give Philips written notice of such claim
and the authority, information and assistance needed to defend such
claim. Philips shall have the full and exclusive authority to defend
and settle such claim. Customer shall not make any admission which
might be prejudicial to Philips and shall not enter a settlement
without Philips’ prior written consent.
12.3 If the Product is held to constitute infringement of any
intellectual property right and its use by Customer is enjoined,
Philips will, at its option and expense, either: (i) procure for
Customer the right to continue using the Product; (ii) replace it with
an equivalent non-infringing Product; (iii) modify the Product so it
becomes non-infringing; or (iv) refund to the Customer a pro rata
portion of the Products’ purchase price upon the return of the original
Products.
12.4 Philips will have no duty or obligation under this clause 12 if the
infringement is caused by a Product being:
(i) supplied in accordance with Customer's design, specifications or
instructions and compliance therewith has caused Philips to deviate
from its normal course of performance.
(ii) modified by Customer or its contractors after delivery.
(iii) not updated by Customer in accordance with instructions
provided by Philips (e.g. software updates).
(iv) combined by Customer or its contractors with devices, software,
methods, systems, or processes not furnished hereunder and the
third-party claim is based on such modification or combination.
The above states Philips’ sole liability and Customer’s exclusive
remedy in respect of third-party intellectual property claims.
13. Use and exclusivity of Product documents
All documents and manuals including technical information
related to the Products and its maintenance as delivered by
Philips is the proprietary information of Philips, covered by Philips’
copyright, and remains the property of Philips, and as such, it
shall not be copied, reproduced, transmitted or disclosed to or
used by third parties without the prior written consent of Philips.
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PHILIPS HEALTHCARE
14. Export Control and Product Resale
14.1 Customer agrees to comply with relevant export control and
sanction laws and regulations, including the UN, EU or US (“Export
Laws”), to ensure that the Products are not (i) exported or re-
exported directly or indirectly in violation of Export Laws; or (ii) used
for any purposes prohibited by the Export Laws, including military
end-use, human rights abuses, nuclear, chemical or biological
weapons proliferation.
14.2 Customer represents that (i) Customer is not located in a
country that is subject to a UN, US or EU embargo and trade
restriction; and (ii) Customer is not listed on any UN, EU, US export
and sanctions list of prohibited or restricted parties.
14.3 Philips may suspend its obligation to fulfil any order or
subsequent service if the delivery is restricted under Export Laws or
an export/import license is not granted by relevant authorities.
6.1
6.2 15. License Software Terms
15.1 Subject to any usage limitations set forth on the quotation,
Philips grants to Customer a non-exclusive, non-transferable license,
without the right to grant sub-licenses, to incorporate and use the
Licensed Software (as specified on the quotation, whether
embedded or stand-alone) in Licensed Products and the permitted
use (as referenced in the quotation) in accordance with these
Conditions of Sale.
The Licensed Software is licensed and not sold. All intellectual
property rights in the Licensed Software shall remain with Philips.
Customer may make one copy of the Licensed Software in machine-
readable form solely for backup purposes. Philips reserves the right
to charge for backup copies created by Philips. Customer may not
reproduce, sell, assign, transfer or sublicense the Licensed
Software. Customer shall preserve the confidential nature of the
Licensed Software and shall not disclose or transfer any portion of
the Licensed Software to any third party.
Customer shall maintain Philips’ copyright notice or other proprietary
legends on any copies of the Licensed Software. Customer shall not
(and shall not allow any third party to) decompile, disassemble, or
reverse engineer the Licensed Software.
15.2 The Licensed Software may only be used in relation to
Licensed Products or systems certified by Philips. If Customer
modifies the Licensed Software in any manner, all warranties
associated with the Licensed Software and the Products shall
become null and void. Customer installation of Philips’ issued
patches or updates shall not be deemed to be a modification.
Philips and its affiliates shall be free to use any feedback or
suggestions for modification or enhancement of the Licensed
Software provided by Customer, for the purpose of modifying or
enhancing the Licensed Software as well as for licensing such
enhancements to third parties.
With respect to any third party licensed software, the Customer
agrees to comply with the terms applicable to such licensed
software. Customer shall indemnify Philips for any damage arising
from its failure to comply with such terms. If the third party licensor
terminates the third party license, Philips shall be entitled to
terminate the third party license with the Customer and make
reasonable effort to procure a solution.
16. Confidentiality
If any of the parties have access to confidential information of the
other party, it shall keep this information confidential. Such
information shall only be used if and to the extent that it is necessary
to carry out the concerned transactions. This obligation does not
extend to public domain information and/or information that is
disclosed by operation of law or court order.
17. Compliance with Laws and Privacy
17.1 Each party shall comply with all laws, rules, and regulations
applicable to the party in connection with these Conditions of
Sale, including, but not limited to, privacy, health and safety, anti-
bribery, and corruption laws.
17.2 Processing of personal data: In relation to the provision of
services, Philips may process information, in any form, that can
relate to identified or identifiable individuals, which may qualify as
personal data. Philips and/or its affiliates will: a) process personal
data on behalf and by instruction of the Customer, the terms, rights
and responsibilities of the Parties for such processing of personal
data are set forth in this clause 17; and b) process information such
as log files or device parameters (which may contain personal data),
to provide the services and to enable its compliance with and
performance of its task as manufacturer of (medical) devices under
the applicable regulations and standards (including but not limited to
the performance of vigilance, post market surveillance and clinical
evaluation related activities).
17.3 Customer agrees that Philips and/or its affiliates may use
any data, other than personal data, generated by a Product
and/or otherwise provided by Customer to Philips for Philips’ own
legitimate business purposes including, but not limited to, for data
analytics activities to determine trends of usage and advise on the
use of products and services, for research, product and service
development and improvement (including the development of new
offerings), substantiation of marketing claims and for
benchmarking purposes.
17.4 Scope, roles of the parties and definition
17.4.1 This data privacy clause applies when Personal Data are
provided to Philips and Processed by Philips on behalf and by
instruction of Customer for the provision of the services (“Customer
Data”).
17.4.2 Parties acknowledge and agree that regarding the Processing
of Customer Data, Philips will act as Processor for Customer, who
acts as Controller (or Processor). If Customer is a Processor,
Customer warrants that its instructions and actions with respect to
the Customer Data have been authorized by the relevant Controller.
17.4.3 The definitions used in this clause have the same meaning as
in the EU General Data Protection Regulation 2016/67 (“GDPR”).
17.5 Processing of Customer Data and termination
17.5.1 The subject matter of the Processing of Customer Data is the
provision of the services, as described in the quotation. The nature
of the Processing of Customer Data may include: hosting and
storage; computing; service change management; technical
support/issue resolution and such other services set forth in the
relevant documentation made available by Philips or otherwise
agreed between the parties. The categories of Individuals whose
Personal Data will be subject to Processing by Philips include: any
individuals whose Personal Data is provided to Philips via the
services, such as patients or Customer’s personnel, suppliers, and
end-users. The categories of Customer Data may include: any
Personal Data provided to Philips such as health-related data.
17.5.2 This data privacy clause remains in effect during the term
of the (warranty) service being rendered by Philips and, if applicable,
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PHILIPS HEALTHCARE
a period of three (3) months after the term, during which Philips may
keep Processing Customer Data to enable business continuity
(“Run-Out Period”) after which it will terminate by operation of law.
17.6 Obligations of Customer
Customer shall Process Customer Data in compliance with the
applicable laws, including when acquiring Customer Data and when
instructing Philips to Process Customer Data.
17.7 Obligations of Philips
17.7.1 Philips shall Process Customer Data only: (i) on behalf and
for the benefit of Customer; (ii) in accordance with the instructions of
Customer as documented in this privacy clause; (iii) for the provision
of the services; and (iv) to the extent required by the applicable laws
that Philips is subject to.
17.7.2 Philips shall not disclose Customer Data to any third party
without the prior written approval of Customer, except where such
disclosure is required to: (i) perform the services; (ii) comply with a
legal obligation; or (iii) comply with a valid and binding order of a
governmental body or court.
17.7.3 Philips shall ensure that its employees and any other person
authorized to Process Customer Data: (i) are informed of the
confidential nature of the Customer Data; (ii) will have access to
Customer Data only to the extent necessary to perform the services;
and (iii) have committed themselves to confidentiality or are under
an appropriate statutory obligation of confidentiality.
17.7.4 Philips shall maintain appropriate technical and organizational
measures to safeguard security (including protection against
unauthorized or unlawful Processing and Personal Data Breaches,
confidentiality and integrity of Customer Data), as set forth in the
relevant security documentation provided by Philips or as otherwise
agreed between the parties.
17.7.5 Philips shall notify Customer, without undue delay, if
Philips becomes aware of a Personal Data Breach. Such notification
may be delivered to one or more of Customer’s representatives by
any means Philips selects, including via email. Philips shall
undertake reasonable efforts to identify the cause of a Personal Data
Breach and take those steps, as Philips deems necessary and
reasonable, to remediate the cause of such Personal Data Breach to
the extent the remediation is within Philips’ reasonable control.
17.7.6 Taking into account the nature of the services, Philips
shall take reasonable steps to assist Customer, at Customer’s
expense, with appropriate technical and organizational measures,
insofar as reasonably possible, in the fulfilment of Customer’s
obligation to respond to requests from an Individual to exercise its
rights as set forth by the applicable laws.
17.7.7 Upon the termination of the relevant services, Customer
instructs Philips to delete Customer Data that are no longer required
for the performance of the services or alternatively to anonymize
such Customer Data in such a way that the Individual cannot be
identified, unless Philips is required or permitted to retain certain
Personal Data in accordance with the applicable laws. Once such
Customer Data are anonymized, Customer authorizes Philips to
process the anonymized data for its own purposes.
17.7.8 Philips shall make available to Customer all information
necessary to demonstrate compliance with its obligations under
Article 28 GDPR. Philips shall take reasonable steps to cooperate
with and assist Customer, at Customer’s expense, to comply with
Customer’s obligations under GDPR. Philips will, at its discretion: a)
provide to Customer a certification issued by a qualified independent
third party assessor that Philips’ business processes and procedures
involving the Processing of Customer Data comply with this data
privacy clause; or b) make available the facilities it uses for the
Processing of Customer Data for an audit by a qualified independent
third party assessor at Philips’ selection and at Customer’s cost,
provided such auditor has executed a written confidentiality
agreement acceptable to Philips. Audits will be conducted no more
than once per year, during regular business hours and with minimal
disruption to Philips’ business, and will be subject to 6 weeks prior
notice to Philips and to a detailed written audit plan approved by
Philips and Philips’ policies, including those on health and safety,
security and confidentiality.
17.8 Sub-Processors
17.8.1 Customer hereby grants to Philips a specific authorization for
the following Processors engaged by Philips and its affiliates to
Process Customer Data (“Sub-Processors”): (a) Philips’ affiliates;
and (b) those entities listed on https://www.philips.com/a-
w/privacy.html. Customer hereby grants to Philips a general
authorization to engage third party Sub-Processors. This
authorization constitutes Customer’s prior written consent to the
subcontracting by Philips of the Processing of Customer Data.
17.8.2 Philips shall inform Customer of any changes to the Sub-
Processors on the URL specified in clause 17.8.1. Customer may
object to Philips’ use of a new Sub-Processor in case of reasonable
and substantiated concerns regarding the protection of Personal
Data, by notifying Philips in writing within ten (10) business days
after Philips’ notification to Customer. If Customer does not inform
Philips of any objections within the stipulated period, the new Sub-
Processor will be deemed accepted by Customer. In the event
Customer objects to a new Sub-Processor, Philips will undertake
reasonable efforts to find a mutually acceptable solution and if not
found within sixty (60) days, Customer may terminate those services
that cannot be provided without the use of the objected-to new Sub-
Processor. This termination right is Customer’s sole and exclusive
remedy if Customer objects to any Sub-Processor.
17.8.3 When Philips engages a new Sub-Processor, Philips: (a) shall
enter into a written agreement with each Sub-Processor containing
data protection obligations not less protective than those in this
clause 17; and (b) subject to the terms set forth in this Conditions of
Sale, shall be liable for the acts and omissions of its Sub-Processors
regarding the Processing of Customer Data to the same extent
Philips would be liable when performing the services of each Sub-
Processor itself under the terms of this clause.
17.8.4 Transfers of Customer Data
Without prejudice to any applicable data restrictions specified in
the Conditions of Sale, Philips may Process Customer Data
globally as necessary to perform the services. To the extent
Customer transfers Customer Data to Philips or Philips’ affiliates
that will Process such Customer Data outside the European
Economic Area, the Philips Processor BCRs (which are
incorporated by reference and form an integral part of this
Conditions of Sale; and are accessible on
https://www.philips.com/privacy) shall apply to such transfer. To
the extent a Philips entity in the European Economic Area will
make use of a third party Sub-Processor which will Process
Customer Data outside the European Economic Area, Philips
shall enter into the applicable EC Standard Contractual Clauses
with such Sub-Processor, unless the European Commission has
issued an adequacy decision for the country in which the Sub-
Processor Processes Customer Data.
18. Force majeure
18.1 Each party shall not be liable in respect of the non-
performance of any of its obligations to the extent such
performance is prevented by any circumstances beyond its
reasonable control, including, but not limited to, acts of God, war,
civil war, insurrection, fire, flood, labor disputes, epidemics,
pandemic, cyber-attack, act of terrorism, governmental
regulations and/or similar acts, embargoes, export control
sanctions or restrictions, Philips’ unavailability regarding any
required permits, licenses and/or authorizations, default or force
majeure of suppliers or subcontractors.
18.2 If force majeure prevents Philips from fulfilling any order from
the Customer or otherwise performing any obligation arising out of
9
PHILIPS HEALTHCARE

the sale, Philips shall not be liable to the Customer for any
compensation, reimbursement, or damages.

19. Miscellaneous

19.1 Any newly manufactured Product provided may contain

selected remanufactured parts equivalent to new in terms of
performance.

19.2 If the Customer becomes insolvent, unable to pay its debts as

they fall due, files for bankruptcy or is subject to it, has appointed a
recipient, is subject to a late fee on payments (temporary or
permanent), or has its assets assigned or frozen, Philips may cancel
any unfulfilled obligations or suspend its performance; provided that,
however, the Customer’s financial obligations to Philips shall remain
in full force and effect.

19.3 If any provision of these Conditions of Sale is found to be

unlawful, unenforceable, or invalid, in whole or in part, the validity
and enforceability of the remaining provisions shall remain in full
force and effect. In lieu of any provision deemed to be unlawful,
unenforceable or invalid, in whole or in part, a provision reflecting the
original intent of these Conditions of Sale, to the extent permitted by
the applicable law, shall be deemed to be a substitute for that
provision.

19.4 Notices or other communications shall be given in writing and

shall be deemed effective if they are delivered in person or if they
are sent by courier or mail to the relevant party.

19.5 The failure by the Customer or Philips at any time to require

compliance with any obligation shall not affect the right to require its
enforcement at any time thereafter.
19.6 Philips may assign or novate its rights and obligations in whole
or in part, to any of its affiliates or may assign any of its accounts
receivable to any party without Customer’s consent. Customer
agrees to execute any documents that may be necessary to
complete Philips’ assignment or novation. The Customer shall not,
without the prior written consent of Philips, transfer or assign any of
its rights or obligations.

19.7 The Customer’s obligations do not depend on any other

obligations it may have under any other agreement or arrangement
with Philips. The Customer shall not exercise any offset right in the
quotation or sale in relation to any other agreement or arrangement
with Philips.

19.8 These Conditions of Sale shall be governed by the laws of the

country or state wherein the Philips legal entity identified in the
quotation is situated, and the parties submit to the exclusive
jurisdiction of the courts of that country or state, provided that Philips
will be entitled to start legal proceedings against the Customer in any
other court of competent jurisdiction. The United Nations Convention
on Contracts for the International Sale of Goods is expressly
excluded.

20. Product specific terms

Product specific schedules are incorporated herein as they apply to

the Products listed in the quotation and their additional terms shall
apply solely to the Products specified therein. If any terms set forth
in the Product specific schedules conflict with terms set forth in these
Conditions of Sale, the terms set forth in the Product specific
schedule shall take precedent.

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PHILIPS HEALTHCARE
B. CUSTOMER SERVICE TERMS AND CONDITIONS
1. Definitions
a) “Affiliate” means with respect to Philips, any entity which controls,
is controlled by or under common control of Koninklijke Philips
N.V.
b) “Contract Start Date” means the start date of the Service Contract
as specified in the Service Contract.
c) “Contract End Date” means the end date of the Service Contract
as specified in the Service Contract.
d) “Customer” means the party that has concluded the Service
Contract with Philips, as indicated on the Service Contract.
e) “Equipment” means the equipment specified in the Service
Contract.
f) “Equipment Site” means the location of the Equipment as specified
in the Service Contract.
g) “Service Coverage” has the meaning as defined in Clause 4.
h) “Service Contract” means the contract, quotation or other
agreement between Philips and Customer to which these
Customer Service Terms and Conditions are attached.
i) “Services” means, in addition to any Services mentioned in the
Service Contract, the following:
i. Planned Maintenance Service, as scheduled by Philips, including a
general Equipment inspection and review of Equipment operation,
calibration of the Equipment if necessary, Equipment lubrication and
filter replacement or cleaning, implementation updates in the form of
field change orders (“FCO’s”) and other remedial maintenance of a
non-
emergency nature. Philips will provide such planned maintenance
during the Service Coverage hours at a time that is mutually agreed
upon;
ii. Repair Service, due to Equipment malfunctioning, as
required. Repair Services include the cost of Philips
replacement parts as required on an Exchange Basis and
labor to install Philips replacement parts. Defective parts
become Philips’ property. Customer will make such parts
available and return them to Philips or Third Party
employees performing the Services.
j) “Third Party” means a third party designated by Philips, performing
the Services as a subcontractor of Philips.
k) “Exchange Basis” has the meaning as defined in Clause 6.
2. Scope
These Customer Services Terms and Conditions are supplementary
to the Service Contract and form an integral part thereto. Unless
otherwise set forth in the Service Contract or any Annexes thereto,
Philips, or a Third Party designated by Philips, will provide to
Customer the Services on the Equipment at the Equipment Site.
Customer undertakes to pay for said Services in accordance with the
terms and conditions set forth in the Service Contract and in these
Customer Services Terms and Conditions.
3. Exclusions
The Services do not include:
a) servicing or replacing components of the Equipment other than
those listed in the Service Contract;
b) providing any service or parts specifically excluded under this
Service Contract;
c) providing or paying the cost of any rigging, facility, structural
alteration, or accessory incident to the Services or Equipment;
d) servicing the Equipment if the Equipment Site or Equipment is
contaminated with blood or other potentially infectious substances;
e) any service necessary due to:
i. a design, specification or instruction provided by
Customer or Customer representative;
ii. the failure of anyone other than Philips or Third Party to
comply with Philips’ written instructions or
recommendations;
iii. any combining of the Equipment with a product or
software of other manufacturers other than those
recommended by Philips;
iv. any alteration or improper storage, handling, use or
maintenance of the Equipment by anyone other than
Philips or Third Party;
v. damage caused by an external source, regardless of
nature;
vi. any removal or relocation of the Equipment; and
vii. neglect or misuse of the Equipment.
f) any cost of materials, supplies, parts or labor supplied by any party
other than Philips or Third Party;
g) the cost of consumable materials, including but not limited to
cushions, knee supports, pads, magnetic media, cryogens, PET
calibration sources, film or other supply items, unless specifically
included in the Service Contract;
h) the cost of factory reconditioning;
i) providing any updates or upgrades other than FCO’s;
j) maintenance or repair, including the cost thereof, of non-Philips
manufactured products, unless specified otherwise in the Service
Contract;
k) maintenance or repair, including the cost thereof, required due to
any computer viruses, Trojan horse, worms, back doors, time
bombs, drop dead device, or other computer programming code or
routines that are designed to disable, damage, impair,
detrimentally interfere with, surreptitiously intercept or expropriate
any system, computer hard- or software, data, information or
telecommunications equipment or to permit unauthorized access.
4. Coverage
4.1 Unless otherwise set forth in the Service Contract, Philips or
Third Party will provide to Customer the Services on working days
from 8:00 AM to 5:00 PM Customer local time, excluding Philips’ or
Third Party observed public holidays in the country where the
Equipment Site is located (“Service Coverage”).
4.2 Unless otherwise set forth in the Service Contract, travel costs to
the Equipment Site necessary to perform the Services are included.
4.3 Subject to the availability of personnel and repair parts, Philips or
Third Party will provide, at Customer’s request and additional
expense, service relating to certain excluded items (invoiced at
Philips’ or Third Party then-current standard rates for material and
labor) or service outside the Service Coverage hours (invoiced at
Philips’ or Third Party applicable rates for out-of-hours service of this
type in effect for other service contract customers with similar
equipment).
5. Customer Responsibilities
During the term of this Service Contract, Customer will:
a) ensure that the Equipment Site is maintained in a clean and
sanitary condition and that the Equipment is cleaned and
decontaminated after contact with blood or other potentially
infectious material;
b) dispose of any hazardous or biological waste generated as a
result of Philips or Third Party servicing the Equipment;
c) maintain the Equipment Site and environment (including
temperature and humidity control, incoming power quality, water
quality, air quality, and fire protection system) in a condition suitable
for operation of the Equipment and in accordance with the
Equipment Site specifications.
d) This includes but is not limited to:
i) Ensuring cooling water flow and stability as per equipment
specification;
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PHILIPS HEALTHCARE
ii) Cryogenic refrigerator mains power stability as per equipment
specification; and
iii) Chiller or water cooler incoming mains power stability as per
equipment specification.
e) operate the Equipment in accordance with the published
manufacturer’s operating instructions;
f) make normal operator adjustments to the Equipment as specified
in the published manufacturer’s operating instructions;
g) provide Philips’ or Third Party service personnel with full and free
access to the Equipment at the scheduled service time. Customer’s
failure to provide access at the scheduled time will constitute
Customer’s waiver of the scheduled planned maintenance service
and releases Philips from its obligations under the Service Contract
without any liability whatsoever until such time as planned
maintenance service is completed. Customer agrees to pay Philips
at the prevailing demand service rates for the time that Philips’ or
Third Party service personnel had to wait before being able to gain
access to the Equipment;
h) if applicable, provide invitation letters and support visa application
and travel requirements in case necessary;
i) import Philips supplied spare parts into the country of the
Equipment Site;
j) timely return defective spare parts to Philips in accordance with
Clause 6;
k) ensure maintenance and security of the hospital IT network and
provide relevant internet connectivity on a continuous and stable
connection to Philips equipment; and
l) maintain the level of competency of all staff working on the
equipment covered under this agreement.
6. Spare parts
The delivery of a spare part to repair Equipment is under the
condition that any defective spare part which is removed from the
Equipment, any not used spare part and/or any exchanged spare
part becomes the property of Philips (“Exchange Basis”). Failure by
Customer to return the spare part will result in additional invoicing by
Philips of the spare part value. Any spare parts provided by Philips
shall be new or equivalent to new in performance.
7. MR Equipment
If any of the Equipment is Magnetic Resonance Imaging Equipment,
Annex 5 will apply to the Service Contract.
8. Contract Price
8.1 In consideration of the Services to be performed by Philips,
Customer shall pay a fee as defined in the Service Contract. The fee
is referred to as “Contract Price”.
8.2 The Contract Price is a gross amount but exclusive of any value
added tax (VAT), sales tax, GST, consumption tax or any other
similar tax only. If the transactions as described in the Service
Contract are subject to any applicable VAT, sales tax, consumption
tax or any other similar tax, Philips will be allowed to charge VAT,
sales tax, consumption tax or any other similar tax to Customer,
which will be paid by Customer on top of the Contract Price.
8.3 Philips may increase, but no more than once per year, the
Contract Price hereunder to account for any change of the costs
factors affecting the Contract Price by providing 60 days advance
written notice to Customer. If Philips wants to increase the Contract
Price by a percentage of 6% or more in a certain year, Customer
shall be entitled to terminate the Service Contract within 30 days
after having received above-mentioned written notice and such
termination shall take effect on the date the new Contract Price
would have come into force.
8.4 Customer shall notify Philips and Philips shall be entitled to
change the Contract Price in the event that:
i. the location of the Equipment is changed;
ii. any ambient conditions of operation (e.g. installation or de-
installation of air-conditioning system) of the Equipment at the
location are changed;
iii. any additional equipment is acquired by the end-user which
should be added to the list of Equipment;
iv. the Equipment is (partly) removed or taken out of service by the
Customer; and/or
v. the incoming mains power supply and protective earth
configuration is changed, becomes unreliable, or is no longer in
accordance with the Equipment specifications.
8.5 Any Equipment that is reaching end of life during the Service
Contract period will be removed from the coverage of the Service
Contract. Parties can agree that suitable replacement equipment will
be added to the Service Contract. Philips will deduct the service
value of the end of life Equipment pro-rata from the Contract Price
and, if agreed by Philips and Customer, a new service value for the
new equipment will be added pro-rata to the remaining Service
Contract period.
9. Payment
9.1 Unless specified otherwise in the Service Contract, Customer
shall pay the Contract Price to Philips within 30 days from the date of
invoice in accordance with the instructions on the invoice. Customer
shall make any payments under the Service Contract without any
set-off, withholdings or any other deductions.
9.2 Any delay in payments will incur legal interest immediately as
from the due date at the maximum rate permitted by applicable law.
If Customer fails to pay any amount when due, Philips may
discontinue the performance of (part of) the Services, or deduct the
unpaid amount from any amounts otherwise owed to the Customer
by Philips or any of Philips’ Affiliates under any agreement with the
Customer, in addition to any other rights or remedies available to
Philips under the Service Contract or applicable law. In any action
initiated to enforce this conditions following a Customer’s default or
otherwise, Philips shall be entitled to recover as part of its damages
all costs and expenses, including reasonable attorney’s fees, in
connection with such action.
10. Proprietary Service Materials
In connection with the installation, configuration, maintenance, repair
and de-installation of the Equipment, Philips or Third Party might
deliver to the Equipment Site, along with the Equipment or
separately, and store at the Equipment Site, attach to or install on
the Equipment, and use, certain proprietary service materials
(including software, written documentation, test and measurement
equipment and system calibration equipment) that have not been
purchased by or licensed to Customer. Customer hereby consents to
this delivery, storage, attachment, installation and use, and consents
to the presence of a Philips’ locked cabinet or box at the Equipment
Site for storage of this property, and to Philips’ removal of all or any
part of this property at any time, all without charge to Philips. The
presence of this property at the Equipment Site will not give
Customer any right or title to this property or any license or other
right to access, use or decompile this property. Any access to or use
of this property and any de-compilation of this property by anyone
other than Philips’ or Third Party personnel is prohibited. Customer
agrees that it will use all reasonable efforts to protect this property
against damage or loss and to prevent any access to or use or de-
compilation of this property contrary to this prohibition. Customer
also agrees to immediately report to Philips any violation of this
provision known by Customer.
Customer agrees to return any service tools that are no longer
required on-site to Philips taking responsibility for exportation, duties,
fees and transport cost, all in accordance with Philips’ instructions.
Failure to do this entitles Philips to invoice the Customer for the
value of the respective tool.
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PHILIPS HEALTHCARE
11. Export Controls
The delivery of any service or parts may be subject to the granting of
governmental export licenses. In the event that such licenses or an
end-user statement are required, Philips will contact the Customer
immediately and the Customer shall provide Philips with such
documents on first request. In case the delivery of services or parts
becomes restricted or forbidden due to changed export control laws,
Philips may suspend or terminate at its option the execution of its
obligations under any agreement without incurring any liability
toward Customer other than reimbursing any amounts received.
12. Personal Data
12.1 In the course of providing the Services to Customer, it may be
necessary for Philips to have access, to view and/or download
computer files from the Equipment that might contain personal data.
Personal data includes information relating to an individual, from
which that individual can be directly or indirectly identified. Personal
data can include both personal health information (e.g. images, heart
monitor data, and medical record number) and non-health
information (e.g. date of birth, gender). Philips will process personal
data only to the extent necessary to fulfill its Service obligations
under the Service Contract.
12.2 Customer hereby agrees that it has, or will have, prior to
activation of the Philips’ remote access to Customer’s IT network,
authority under applicable law, its other legal obligations and
Customer policies to provide Philips with permission to process
personal data in the manner described in this section. If Customer
cannot provide such permission, it will notify Philips and Philips will
work with Customer in good faith to determine whether and how to
deliver the Services.
12.3 If Customer and Philips have agreed in the Service Contract
that all or part of the Services shall be provided remotely, Annex 4
Remote Service Agreement shall be applicable.
13. Force Majeure
13.1 The expression "Force Majeure" shall mean and include any
happening or event beyond Philips, Customer or Third Party
reasonable control, including, but not limited to, acts of God, acts of
third parties, acts of Customer, acts of any civil or military authority,
fire, floods, war, terrorism, epidemics, embargoes, labor disputes,
acts of sabotage, riots, accidents, non-availability of any permits,
licenses and/or authorizations required, non-availability of transport,
delays of carriers, subcontractor’s or suppliers, voluntary or
mandatory compliance with any government act, regulation or
request, in consequence of which Philips or Third Party cannot
execute or cannot reasonably be required to execute its obligations
under the Service Contract.
13.2 In the event of Force Majeure, Philips or Third Party shall be
entitled to suspend the execution of the Service Contract for the
duration of the prevention or delay caused by such Force Majeure
without being held responsible for any damages resulting there from.
13.3 In the event that the period of prevention or delay caused by
Force Majeure has lasted for a period exceeding six consecutive
months, Philips shall be entitled to terminate the Service Contract
without being held responsible for any indemnity whatsoever
towards Customer, other than reimbursement of a reasonable part of
the Contract Price.
13.4 Except in case of termination as mentioned in Clause 13.3,
when the state of Force Majeure has ended Philips shall at the
request of Customer evaluate the condition of the 13.5
Equipment and execute any maintenance or repair work
necessary at Customer's expense, after which the Service Contract
will recommence.
14. Term and Termination
14.1 The Service Contract shall enter into force on the Contract Start
Date and shall automatically terminate at the Contract End Date
without the need for any judicial action.
14.2 Either Party shall be authorised to wholly or partially terminate
the Service Contract forthwith without the need for judicial action,
upon the occurrence of any of the following events:
a) upon written notice if the other Party defaults in the performance
of any of its obligations under the Service Contract, including but not
limited to failure to make any payment when due, and fails to remedy
the same within thirty (30) days of a written notice giving full
particulars of the breach and requiring it to be remedied; and/or
b) upon written notice in the event that the other Party becomes or is
deemed to be insolvent, discontinues business, is unable to pay its
debts, is the subject of bankruptcy proceedings, enters into
liquidation whether compulsory or voluntarily or has a receiver or
administrator appointed over all or any part of its assets, enters into
any arrangement or agreement, or assignment with, or for the
benefit of its creditors or any of them, or if the other Party takes or
suffers any similar action in consequence of debt or insolvency in
any jurisdiction;
14.3 In case Customer fails to pay any amount due under the
Service Contract, Philips may, in addition to other rights it may have
under this Service Contract, at its option:
a) withhold or suspend performance under the Service Contract until
all payments by the Customer have been cured;
b) declare all sums outstanding to become immediately due and
payable under the Service Contract; and/or
c) commence collection activities for all sums due or to become due
hereunder, including, but not limited to costs and expenses of
collection, and reasonable attorney’s fees.
15. Limitation of Remedies and Damages
Philips’ total liability or Philips’ representatives total liability, if any,
and Customer’s exclusive remedy with respect to the Services and
Philips’ performance hereunder, is limited to an amount not to
exceed the Contract Price. In no event will Philips be liable for any
indirect, punitive, incidental, consequential, or special damages,
including without limitation, lost revenues or profits, loss of data, or
the cost of substitute parts or services, whether arising from breach
of the terms in the Service Contract, breach of warranty, negligence,
indemnity, strict liability, tort or otherwise. Neither Philips nor Philips'
suppliers shall be liable for any loss of or inability to use medical or
other data stored in goods, including (embedded) software or on
other magnetic media, and neither Philips nor Philips'
representatives shall be responsible for reloading data in such event.
Philips will have no liability for any assistance that Philips provides
which is not required under the Service Contract.
16. Independent Contractor
Philips is Customer's independent contractor. Nothing in the Service
Contract will be construed to designate Philips or any of Philips’
employees or Third Party or any of its employees as Customer
employees, agents, joint ventures or partners.
17. Subcontracts and Assignment
Neither Party may subcontract or assign the Service Contract nor
any of its obligations under the Service Contract to a third party
without the other Party's explicit written consent, which consent shall
not be unreasonably withheld, except that Philips can freely
subcontract or assign part of or the entire Service Contract to a
Philips Affiliate or an authorized distributor or service provider.
Subcontracting shall not release the subcontracting Party of its
obligations under the Service Contract.
18. Survival, No Waiver, Severability
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Customer's obligation to pay any money due to Philips under the

Service Contract survives expiration or termination of the Service
Contract. All of Philips’ rights, privileges and remedies with respect
to the Service Contract will continue in full force and effect after the
end of the Service Contract. Philips’ failure to enforce any provision
of the Service Contract is not a waiver of that provision or of Philips’
right to later enforce each and every provision. If any part of the
Service Contract is found to be invalid, the remaining part will
continue to be legally valid and effective.

19. Law and Dispute Resolution

19.1 The Service Contract shall be governed by and is construed in
accordance with the laws of the Netherlands. The competent court of
Amsterdam, the Netherlands shall have exclusive jurisdiction in case
of any dispute between the Parties in connection with the Service
Contract.

19.2 Notwithstanding the above paragraph, Philips is entitled to start

local legal proceedings in order to recover overdue payments, to
seek interim relief, and/or to request interim conservatory measures
to be taken in order to secure its interests under this Service
Contract.

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Philips India Ltd.

Building 9B Cyber City , Gurgaon, India, Tel 9958586664 Fax www.philips.com
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