Service Contract Terms and Limitations
Republic of Ireland 30.06.2020
Illumina’s Service Contracts are subject to the following terms, conditions, and limitations.
3.
Response Time and On-site Support. Seller will use
1. Definitions.Interpretations. “Covered Hardware” means thosecommercially reasonable efforts to respond to Purchaser’s requests for
portions of the Hardware that are covered by a Service Contract
service within the time period specified in the Service Contract. All
purchased by Purchaser hereunder. “Current Specifications” means
requests for service must be made through Seller’s customer support
Seller’s written specifications for the Covered Hardware that apply toorganization (“Purchaser Solutions”). Please refer to Seller’s website
such Covered Hardware as provided in the Service Contract that isfor Purchaser Solutions contact information. Seller reserves the right topurchased hereunder, but only if the purchased Service Contract provides
provide service and support by any method in its sole discretion,that the Covered Hardware will conform to current specifications rather
including but not limited to, remote instruction via telephone, Internet or
than the Original Specifications. “Purchaser” means the person or entity
email, mailing to Purchaser replacement parts or test equipment,
acquiring the Service Contract from Seller. “Documentation” means
exchanging Purchaser’s component equipment with loaner equipment
Seller’s user manual, package insert, and similar documentation, for thewhile repairs are being made, and deploying service or applications
Covered Hardware in effect on the date that such Covered Hardware
personnel for on-site services. Other than installation and preventative
shipped from Seller. Documentation may have contained additional
maintenance visits, Seller shall determine in its sole discretion whether
terms and conditions that are hereby incorporated herein by reference.
and when any personnel or replacement parts or equipment are to be sent
Documentation may have been provided (including by reference to a
to Purchaser’s site. Seller shall respond to Purchaser’s request forwebsite) with the Covered Hardware at time of shipment or provided
support in accordance with the average response time specified in theelectronically from Seller. “EULA” means the end user license
Service Contract. Seller will provide a minimum number of on-site
agreement for Software. “Facility” means the physical address where
support visits as specified in the Service Contract if the Purchaser has
Covered Hardware is located. “Hardware” means Seller branded
identified a specific need that can be fulfilled by the visit and if the
instruments, accessories, or peripherals. “Original Specifications”
Purchaser has made reasonable accommodation for scheduling the visit.
means Seller’s written specifications for the Covered Hardware in effectIf no need is identified and the timing of any visit cannot be scheduled aton the date that such Covered Hardware shipped from Seller. “Original
a mutually-agreeable date and time, Seller may provide fewer visits thanTerms” means the Seller terms and conditions of sale in effect on theprescribed in the Service Contract.
date the Covered Hardware was shipped from Seller setting forth the4.
Software Support. During the Term, Seller shall use
terms and conditions of Purchaser’s purchase and use of such Covered
commercially reasonable efforts to provide all Software updates andHardware, components thereof, and Software. “Quotation” means aqualified Software upgrades in accordance with the terms of the Service
written quotation provided by Seller to Purchaser for the Service
Contract as such materials become commercially available forContract. “Seller” means the entity selling the Service Contract
distribution. Purchaser’s use of all Software, updates, and upgrades ofhereunder. The Selling entity is identified on the quotation, order
Software shall be subject to this Agreement, the Original Terms, and theacknowledgment or similar communication, or Seller website if the orderapplicable EULA.
is being placed electronically at Seller’s website. “Specifications”
5.
Hardware Support. During the Term, Seller shall use
means the Current Specifications or the Original Specifications, as
commercially reasonable efforts to install mandatory Hardware updates
applicable; provided that, Specifications shall in all cases refer to thein accordance with the terms of the Service Contract as such materials
Original Specifications unless otherwise set forth in the Service Contract.
become available for distribution. Whether a Hardware update is“Site” means the smallest definable room that contains the Covered
mandatory shall be determined by Seller in its sole discretion. Seller shall
Hardware. “Software” means Seller branded software provided byreschedule Hardware updates to coincide with preventive maintenanceSeller with the Covered Hardware. All Software is licensed and not soldvisits. If Purchaser requests that such Hardware updates occur at a timeand may be subject to additional terms found in the Software’s end user
or date other than during preventive maintenance visits, Seller may, at its
license agreement. “Term” means the length of the term of the Service
sole discretion, charge Purchaser for any costs and expenses incurred inContract.
connection with such Hardware update visit. All updated Hardware andSections, titles and headings in these terms and conditions are forcomponents thereof and Purchaser’s use of the same shall be subject toconvenience only and are not intended to affect the meaning or
this Agreement and the Original Terms.
interpretation hereof. Whenever required by the context, the singular6.
Hardware Repairs. Seller shall use commercially reasonable
term shall include the plural, the plural term shall include the singular,
efforts to repair Covered Hardware reported by Purchaser and deemed
and the gender of any pronoun shall include all genders. As used in theseinoperable by Seller’s Purchaser Solutions personnel. Seller’s soleterms and conditions except as the context may otherwise require, theobligation hereunder is to provide parts and labor according to the terms
words “include”, “includes”, “including”, “such as”, “e.g.” orof the Service Contract and is limited to only repair or replacement of“example(s)” are deemed to be followed by “without limitation”,
Seller branded parts originally provided by Seller to Purchaser. All
whether or not they are in fact followed by such words or words of like
repaired or replaced items and Purchaser’s use of the Covered Hardware
import, and “will” and “shall” are used synonymously. Except as
including the repaired or replaced components shall be subject to thisexpressly stated, any reference to “days” shall be to calendar days, andAgreement and the Original Terms. For clarity, repaired or replaced“business day” shall mean all days other than Saturdays, Sundays or aitems will be warranted to conform to the Specifications for 90 days frombank holiday recognised in Republic of Ireland.
the date of installation or repair of such repaired or replaced item.
2.
Term. All Service Contracts are for a period of 12 months,
7.
Documentation Updates. Seller shall use commerciallyunless otherwise agreed to in writing by Seller or as set forth in thereasonable efforts to provide updates to Documentation according to therelevant Quotation.
terms of the Service Contract as they become available fordistribution. Whether a Documentation update is mandatory shall be
determined by Seller in its sole discretion. All updates to Documentation
and Purchaser’s use of the Documentation shall be subject to thisAgreement and the Original Terms.
8.
Replacement Parts. All replacement parts and components
provided by Seller will be new or refurbished, in Seller’s sole discretion,and shall be furnished on an exchange basis. All Hardware orcomponents thereof or other parts removed for replacement shall become
the property of Seller. All replaced parts and components andPurchaser’s use of the Covered Hardware including the replaced partsand components shall be subject to this Agreement and the OriginalTerms. For clarity, repaired or replaced items will be warranted toconform to the Specifications for 90 days from the date of installation or
repair of such repaired or replaced item.
9.
Loaner Hardware. Seller may choose to provide, in its sole
discretion, loaner hardware or components to Purchaser to substitute for
the Covered Hardware or a component thereof, while service is being
provided. Seller will be responsible for all costs associated with the
shipment of such loaner hardware or components to Purchaser’s Site,exclusive of any taxes or duties, which are the sole responsibility of
Purchaser. Loaner hardware or components shall be certified by Seller’s
Purchaser Solutions using the same criteria as used for new hardware orcomponents. Loaner hardware or components shall remain the soleproperty of Seller, and must be returned within 30 days of Seller’srequest. Purchaser’s use of loaner hardware or components shall be
subject to Seller’s current terms and conditions of sale that apply to suchloaner hardware or component.
10.
Preventative Maintenance Visits. Seller will provide a
preventative maintenance on-site visit according to the terms of theService Contract, which may result in two to three days of system downtime to Purchaser. Seller shall cooperate with Purchaser to schedule suchpreventative maintenance visits at a time that is mutually convenient for
both parties. All such preventative maintenance services will be
provided by Seller designated service personnel. All travel, labor andparts/materials expenses associated with prescribed preventative
maintenance visits, visits to service, repair or replace covered items, andapplications support visits as provided for in the Service Contract areincluded in the price set forth for such Service Contract. Preventative
maintenance services include testing and adjusting the Covered
Hardware to the Specifications. If any preventative maintenance visit
within the Term is precluded due to Purchaser’s inability to provide a
sufficient time period for such services and down time, Seller shall not
be obligated to provide a substitute preventative maintenance visit. Seller
shall not be liable for any economic, consequential, incidental, special orother damages or losses of any kind resulting from the down time during
such preventative maintenance visits.
11.
Purchaser Responsibilities.
a.
Proper Use: The performance of Covered Hardware when
operated in corrosive environments, or in conditions, or in a manner,outside of the Specifications including Seller’s site requirements
found in the Documentation or not in accordance with its
Documentation may have their performance adversely affected, andare therefore not guaranteed hereunder. The Purchaser agrees to use
the Covered Hardware in a safe and reasonable manner pursuant to theDocumentation and the Original Terms.
b.
Access: The Purchaser will provide Seller with access to the
Covered Hardware along with adequate working space and facilities
within a reasonable distance of the Covered Hardware. Access will

also be provided to all information and facilities that are reasonably
necessary for Seller to service the Covered Hardware.
c.
Data Back-up and Security: The Purchaser is responsible formaintaining a procedure to reconstruct any lost or altered files, data,or programs, as well as for the security of all confidential, proprietary,and classified information.
d.
Networking: The Purchaser is responsible for maintaining allcomputer networking as it relates to the integration of any componentsof the Covered Hardware outside of such system and within thePurchaser’s network.
e.
Representative: A representative of Purchaser will be present
on-site at all times service is being performed by Seller’s designatedservice personnel.
f.
Toxic/BioHazardous Substances: The Purchaser will notify
Seller in writing if any Covered Hardware is used for analysis of toxic,
hazardous or dangerous substances. Such Covered Hardware must be
decontaminated by Purchaser in accordance with Seller’s
decontamination procedures and Purchaser shall fax a completed andexecuted Decontamination Certificate to Purchaser Solutions before
any service may be performed on the Covered Hardware.
g.
Environment: The Purchaser agrees to provide Seller’s
designated service personnel with a safe environment for their work.
h.
Disposal of Waste Products: The Purchaser is responsible forthe proper disposal of waste products that result from maintenance andservice work on the Covered Hardware.
i.
Facilities: The Purchaser is responsible for ensuring that the
Site will adhere to Seller’s site requirements found in theDocumentation or Specifications. Any material deviation from
Seller’s site requirements affecting the proper functioning of the
Covered Hardware shall relieve Seller of its obligations under thisAgreement, including without limitation, under the Service Contract.
12.
Exclusions and Restrictions. The terms of this Agreement
cover maintenance and repair for conditions that result from normal use
and operation as described in the Documentation for the Covered
Hardware. Seller will not be obligated to perform maintenance or repair
on any Covered Hardware which, in its reasonable judgment:a.
Has been subjected to abuse, misuse, neglect, negligence,
accident, improper testing, improper installation other than installation
performed by Seller authorised personnel, improper storage, improper
handling, or use contrary to any instructions issued by Seller or has
been used in any manner inconsistent with its Documentation:b.
Has been repaired, altered, disassembled, reassembled, or
damaged as a result of modifications made to the Covered Hardwarethat were not authorised in writing by Seller;c.
Has been damaged by environmental conditions at the Site;d.
Has not been installed, operated, repaired and maintained inaccordance with its Documentation or has been damaged due tooperators failing to perform standard operating procedures or routine
maintenance as prescribed in the applicable Documentation;e.
Has been moved from the Site by persons not expressly
authorised in writing by Seller;f.
Has been used with any third party software, hardware, or item
including, without limitation, reagent which has not been previously
approved in writing by Seller;g.
Has been exposed to Bio-safety Level 3 or 4 agents (as definedby The Occupational Safety and Health Administration);h.
Has been exposed to radioactivity, and has not been
decontaminated to below exempt levels; ori.
Has been damaged due to an act of Force Majeure as defined
herein.
13.
Services by Third Parties on Seller’ Behalf. Seller reserves
the right to retain or contract outside vendors of its choosing to provide
service and support hereunder. In any instance where the terms andconditions of such vendor’s service, support, and warranty agreement
conflicts with the terms and conditions of this Agreement, the terms andconditions of this Agreement shall govern; provided, however that any
exclusions on coverage contained in an OEM vendor’s terms andconditions shall remain in full force and effect.
14.
Relocation of Hardware. All Service Contracts terminate
automatically with immediate effect and without the need for notice toPurchaser if Covered Hardware is moved to a different Facility. Uponsuch termination, Seller will credit Purchaser’s account with Seller anamount equal to the unused portion of the Service Contract; provided
that, Purchaser pre-paid for the Service Contract in full. If Seller
conducts the move of the Covered Hardware on Purchaser’s behalf thenSeller and Purchaser will enter into a new Service Contract for such
Covered Hardware at the new Facility.
15.
Export of Hardware. Purchaser agrees not to move or
relocate Covered Hardware outside of the country to which Seller
originally shipped it without the expressly written authorization of an
officer of Seller.
16.
Recertification Requirement. Hardware not under anexisting Service Contract is only eligible for a Service Contract if Seller
has inspected the Hardware and its ancillary equipment and provided awritten notice to Purchaser that the Hardware is eligible for a Service
Contract (“Recertification Requirement”). Purchaser acknowledges
that Hardware may have to be repaired, at Purchaser’s sole expense, prior
to being eligible for a Service Contract. Accordingly, Seller recommends
that Purchaser renew its existing Service Contracts prior to their
expiration.
17.
Renewal of Service Contract. If Purchaser renews theService Contract on a piece of Covered Hardware prior to the expirationof the Service Contract Seller will waive the Recertification
Requirement.
18.
Early Termination of Service Contract. Purchaser or Seller
may, in their sole discretion, terminate the Service Contract early byproviding 30 days prior written notice to the other. Upon suchtermination, Seller will credit Purchaser’s account with Seller an amountequal to the unused portion of the Service Contract; provided that,
Purchaser pre-paid for the Service Contract in full; and provided further
that, the amount of such credit will be reduced by the amount of any
discount Seller provided Purchaser as a result of Seller purchasing a
multi-year Service Contract (“Unearned Discount”). In the event
Purchaser’s Unearned Discount exceeds the amount of credit that Seller
would provide under this provision, Seller will invoice Purchaser thedifference and such invoice shall be paid within 30 days.
19.
Non-Transferable. All Service Contracts are personal to theoriginal Purchaser of the Covered Hardware and may not be transferredor assigned to any third party.
20.
Force Majeure. Seller shall not be in breach of these terms
and conditions nor liable for any failure to perform or delay attributablein whole or in part to any cause beyond its reasonable control, including
but not limited to acts of God, fire, flood, tornado, earthquake, hurricane,lightning, any action taken by a government or regulatory authority,
actual or threatened acts of war, terrorism, civil disturbance orinsurrection, sabotage, labor shortages or disputes, failure or delay indelivery by Seller’s suppliers or subcontractors, transportationdifficulties, interruption or failure of any utility service,

raw materials or equipment, or Purchaser’s fault or negligence. In theevent of any such delay the delivery date shall be deferred for a period
equal to the time lost by reason of the delay.
21.
Unauthorised Activities. Purchaser agrees not to, norauthorised any third party to, engage in any of the following activities:(i) to the extent not otherwise permitted by law to disassemble, reverseengineer, reverse-compile, or reverse-assemble the Covered Hardware
or an items provided hereunder (collectively “Materials”), (ii) to theextent not otherwise permitted by law to separate, extract, or isolatecomponents of the Materials or subject the Materials or components
thereof to any analysis not expressly authorised in the Documentation,(iii) to the extent not otherwise permitted by law to gain access to or
attempt to determine the methods of operation of the Materials, or (iv) tothe extent not otherwise permitted by law to transfer to a third-party, or
grant a sublicense to, any Software or any third-party software provided
hereunder. Purchaser further agrees that the contents of and methods ofoperation of the Materials are proprietary to Seller and the Materials
contains or embodies trade secrets of Seller. The restrictions found inthese terms and conditions control the sale of and use of the Products by
Purchaser.
22.
Limited Liability. TO THE EXTENT PERMITTED BY
LAW, IN NO EVENT SHALL SELLER OR ITS SUPPLIERS BE
LIABLE TO PURCHASER OR ANY THIRD PARTY FOR COSTSOF PROCUREMENT OF SUBSTITUTE PRODUCTS ORSERVICES, LOST PROFITS, DATA OR BUSINESS, OR FOR
ANY
INDIRECT,SPECIAL,
INCIDENTAL,ORCONSEQUENTIAL, DAMAGES OF ANY KIND ARISING OUT
OF OR IN CONNECTION WITH, WITHOUT LIMITATION,
THE SALE OF THE COVERED HARDWARE OR SERVICECONTRACT, THE USE OF THE COVERED HARDWARE, THE
ITEMS AND SERVICES PROVIDED HEREUNDER, SELLER’SPERFORMANCE HEREUNDER OR ANY OF THESE TERMS
AND CONDITIONS, HOWEVER ARISING OR CAUSED AND
ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT,TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION,STATUTORY OR OTHERWISE).
TO THE EXTENT PERMITTED BY LAW, SELLER’S TOTALAND CUMULATIVE LIABILITY TO PURCHASER OR ANY
THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH
THESE TERMS AND CONDITIONS, INCLUDING WITHOUT
LIMITATION, THE COVERED HARDWARE OR ITEMSPROVIDED HEREUNDER (INCLUDING USE THEREOF), THE
SERVICE CONTRACT,THE SERVICES PROVIDEDHEREUNDER,ANDSELLER’SPERFORMANCEHEREUNDER,WHETHERIN
CONTRACT,TORT(INCLUDINGNEGLIGENCE),
MISREPRESENTATION,STATUTORY DUTY OR OTHERWISE, SHALL IN NO EVENT
EXCEED THE AMOUNT PAID TO SELLER FOR THE
SERVICE CONTRACT AND BILLABLE SERVICES.
23.
Limitations on Warranties. TO THE EXTENTPERMITTED BY LAW AND SUBJECT TO THE EXPRESSWARRANTIES MADE IN THESE TERMS AND CONDITIONSSELLER MAKES NO (AND EXPRESSLY DISCLAIMS ALL)WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO
THE COVERED HARDWARE, THE ITEMS PROVIDEDHEREUNDER, THE SERVICE CONTRACTS, AND THE
SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF

SATISFACTORY QUALITY, FITNESS FOR A PARTICULARPURPOSE, CARE AND SKILL, NONINFRINGEMENT, OR
ARISING FROM COURSE OF PERFORMANCE, DEALING,
USAGE OR TRADE.
NOTHING IN THESE TERMS AND CONDITIONS SHALL
LIMIT LIABILITY OF A PARTY OR ITS AFFILIATED
ENTITIES FOR DEATH OR PERSONAL INJURY CAUSED BYNEGLIGENCE OR FRAUD.