Service Contract Terms and Limitations (Finland)
Illumina’s Service Contracts are subject to the following terms, conditions, and limitations.
1. Definitions.Interpretations. “Covered Hardware” means thoseportions of the Hardware that are covered by a Service Contract
purchased by Purchaser hereunder. “Current Specifications” means
Seller’s written specifications for the Covered Hardware that apply tosuch Covered Hardware as provided in the Service Contract that ispurchased hereunder, but only if the purchased Service Contract
provides that the Covered Hardware will conform to current
specifications rather than the Original Specifications. “Purchaser”
means the person or entity acquiring the Service Contract from Seller.
“Documentation” means Seller’s user manual, package insert, andsimilar documentation, for the Covered Hardware in effect on the datethat such Covered Hardware shipped from Seller. Documentation may
have contained additional terms and conditions that are hereby
incorporated herein by reference. Documentation may have been
provided (including by reference to a website) with the Covered
Hardware at time of shipment or provided electronically from Seller.
“EULA” means the end user license agreement for Software. “Facility”
means the physical address where Covered Hardware is located.
“Hardware” means Seller branded instruments, accessories, orperipherals.
“Original Specifications” means Seller’s written
specifications for the Covered Hardware in effect on the date that such
Covered Hardware shipped from Seller. “Original Terms” means the
Seller terms and conditions of sale in effect on the date the Covered
Hardware was shipped from Seller setting forth the terms and conditionsof Purchaser’s purchase and use of such Covered Hardware, components
thereof, and Software. “Quotation” means a written quotation provided
by Seller to Purchaser for the Service Contract. “Seller” means the entity
selling the Service Contract hereunder. The Selling entity is identified
on the quotation, order acknowledgment or similar communication, orSeller website if the order is being placed electronically at Seller’s
website. “Specifications” means the Current Specifications or theOriginal Specifications, as applicable; provided that, Specifications shallin all cases refer to the Original Specifications unless otherwise set forthin the Service Contract. “Site” means the smallest definable room that
contains the Covered Hardware. “Software” means Seller branded
software provided by Seller with the Covered Hardware. All Software
is licensed and not sold and may be subject to additional terms found in
the Software’s end user license agreement. “Term” means the length of
the term of the Service Contract.
Sections, titles and headings in these terms and conditions are forconvenience only and are not intended to affect the meaning orinterpretation hereof. Whenever required by the context, the singularterm shall include the plural, the plural term shall include the singular,
and the gender of any pronoun shall include all genders. As used in theseterms and conditions except as the context may otherwise require, thewords “include”, “includes”, “including”, “such as”, “e.g.” or“example(s)” are deemed to be followed by “without limitation”,
whether or not they are in fact followed by such words or words of like
import, and “will” and “shall” are used synonymously. Except as
expressly stated, any reference to “days” shall be to calendar days, and“business day” shall mean all days other than Saturdays, Sundays or abank holiday recognised in England and Wales.
2.
Term. All Service Contracts are for a period of 12 months,
unless otherwise agreed to in writing by Seller or as set forth in therelevant Quotation.

3.
Response Time and On-site Support. Seller will use
commercially reasonable efforts to respond to Purchaser’s requests forservice within the time period specified in the Service Contract. All
requests for service must be made through Seller’s customer support
organization (“Purchaser Solutions”). Please refer to Seller’s website
for Purchaser Solutions contact information. Seller reserves the right toprovide service and support by any method in its sole discretion,
including but not limited to, remote instruction via telephone, Internet or
email, mailing to Purchaser replacement parts or test equipment,
exchanging Purchaser’s component equipment with loaner equipment
while repairs are being made, and deploying service or applications
personnel for on-site services. Other than installation and preventative
maintenance visits, Seller shall determine in its sole discretion whether
and when any personnel or replacement parts or equipment are to be sent
to Purchaser’s site. Seller shall respond to Purchaser’s request for
support in accordance with the average response time specified in theService Contract. Seller will provide a minimum number of on-site
support visits as specified in the Service Contract if the Purchaser has
identified a specific need that can be fulfilled by the visit and if thePurchaser has made reasonable accommodation for scheduling the visit.
If no need is identified and the timing of any visit cannot be scheduled
at a mutually-agreeable date and time, Seller may provide fewer visits
than prescribed in the Service Contract.
4.
Software Support. During the Term, Seller shall use
commercially reasonable efforts to provide all Software updates andqualified Software upgrades in accordance with the terms of the Service
Contract as such materials become commercially available for
distribution. Purchaser’s use of all Software, updates, and upgrades ofSoftware shall be subject to this Agreement, the Original Terms, and theapplicable EULA.
5.
Hardware Support. During the Term, Seller shall use
commercially reasonable efforts to install mandatory Hardware updates
in accordance with the terms of the Service Contract as such materials
become available for distribution. Whether a Hardware update is
mandatory shall be determined by Seller in its sole discretion. Seller
shall reschedule Hardware updates to coincide with preventive
maintenance visits. If Purchaser requests that such Hardware updates
occur at a time or date other than during preventive maintenance visits,
Seller may, at its sole discretion, charge Purchaser for any costs andexpenses incurred in connection with such Hardware update visit. All
updated Hardware and components thereof and Purchaser’s use of thesame shall be subject to this Agreement and the Original Terms.
6.
Hardware Repairs. Seller shall use commercially reasonable
efforts to repair Covered Hardware reported by Purchaser and deemed
inoperable by Seller’s Purchaser Solutions personnel. Seller’s soleobligation hereunder is to provide parts and labor according to the termsof the Service Contract and is limited to only repair or replacement of
Seller branded parts originally provided by Seller to Purchaser. All
repaired or replaced items and Purchaser’s use of the Covered Hardware
including the repaired or replaced components shall be subject to thisAgreement and the Original Terms. For clarity, repaired or replaced
items will be warranted to conform to the Specifications for 90 days fromthe date of installation or repair of such repaired or replaced item.
7.
Documentation Updates. Seller shall use commerciallyreasonable efforts to provide updates to Documentation according to theterms of the Service Contract as they become available for distribution.

Whether a Documentation update is mandatory shall be determined bySeller in its sole discretion. All updates to Documentation andPurchaser’s use of the Documentation shall be subject to this Agreement
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 or other damages or losses of any kind resulting from the downtime 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 thaninstallation 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 United States’ Occupational Safety and HealthAdministration) or corresponding agents as defined in applicable locallaw;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 totheir 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 the event of any
such delay the delivery date shall be deferred for a period equal to thetime 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), 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(INCLUDING NEGLIGENCE), STATUTORY DUTY OR
OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNTPAID 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,ANYIMPLIEDWARRANTYOF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.
24.
Arbitration. Any dispute or claim arising out of these terms
and conditions or its subject matter or formation including its existence,
validity or termination, shall be referred to and finally resolved byconfidential binding arbitration conducted in the English language to beheld in London England before one arbitrator appointed under the rulesof the London Court of International Arbitration (“LCIA Rules”) andadministered under the LCIA Rules, which are deemed to beincorporated by reference into this clause. The governing law of theseterms and conditions shall be the substantive law of Finland. In all casesof arbitration hereunder each party shall bear its own costs and expenses
and an equal share of the arbitrator’s and administrator’s fees ofarbitration; neither party nor an arbitrator may disclose the existence,content, or results of any arbitration without the prior written consent ofboth parties, unless required by law; the decision of the arbitrator shallbe final and binding on the parties, provided that, the arbitrator shall nothave the authority to alter any explicit provision of these terms andconditions; judgment on the award may be entered in any court having
jurisdiction. This clause shall not preclude the parties from seeking
provisional remedies in aid of arbitration from a court of appropriate
jurisdiction.