Applies to all On Demand Quotations


1. General Terms.

1.1.  Confidentiality. Each party will treat this Agreement and the other party's proprietary information as confidential, meaning it will not use or disclose the information to third parties unless permitted in this Agreement or required by law. Customers are not prohibited from discussing patient safety issues in appropriate venues.

1.2.  Governing Law. The law of the state where the Product is installed or the Service is provided will govern this Agreement.

1.3.  Force Majeure. Performance time for non-monetary obligations will be reasonably extended for delays beyond a party’s control.

1.4.  Assignment; Use of Subcontractors. Rights and obligations under this Agreement cannot be assigned without the other party’s prior written consent, unless: (i) it is to an entity (except to a GE HealthCare competitor) that (a) is an affiliate or parent of the party or (b) acquires substantially all of the stock or assets of such party’s applicable business, Product line, or Service thereof; and (ii) the assignee agrees in writing to be bound by this Agreement, including payment of outstanding fees. GE HealthCare may hire subcontractors to perform work under this Agreement but will remain responsible for its obligations.

1.5.  Waiver; Survival. If any provision of this Agreement is not enforced, it is not a waiver of that provision or of a party’s right to later enforce it. Terms in this Agreement related to intellectual property, compliance, data rights and terms that by their nature are intended to survive will survive the Agreement’s expiration or termination.

1.6.  Intellectual Property. GE HealthCare owns all rights to the intellectual property in GE HealthCare’s Products, Services, documentation, specifications, and statements of work related to this Agreement or otherwise. Customer may provide GE HealthCare with feedback related to Products, Services and related documentation, and GE HealthCare may use it in an unrestricted manner.

1.7.  Termination. If there is a material breach of this Agreement that is not cured by the breaching party within 60 days from receipt of written notice, the non-breaching party can terminate this Agreement. Other than as set forth in this Agreement, neither party can unilaterally terminate this Agreement. Any remaining undisputed, unpaid fees become immediately due and payable on expiration or termination.

1.8.  Notices. Notices will be in writing and considered delivered when received if sent by certified mail, postage prepaid, return receipt requested, by overnight mail, or by fax. Notice to Customer will be directed to the address on this Agreement, and notice to GE HealthCare to General Counsel, 9900 W Innovation Dr., Wauwatosa, WI 53226.

2. Compliance.

2.1.  Generally. Each party will comply with applicable laws and regulations. Customer is only purchasing or licensing Products for its own medical, billing and/or non-entertainment use in the United States or for the purposes of renting or leasing the Products for medical, billing and/or non-entertainment purposes through a mobile system or modular building where Customer maintains title to the Products. GE HealthCare will not deliver, install, service or train if it discovers Products have been or are intended to be used contrary to this Agreement. This Agreement is subject to GE HealthCare’s ongoing credit review and approval. Customer is aware of its legal obligations for cost reporting, including 42 C.F.R. § 1001.952(g) and (h), and will request from GE HealthCare any information beyond the invoice needed to fulfill Customer’s cost reporting obligations.

2.2.  Security. GE HealthCare is not responsible for: (i) Customer’s passwords or password management; (ii) securing Customer’s network; (iii) preventing unauthorized access to Customer’s network or the Product; (iv) backup management; (v) data integrity; (vi) recovery of lost, corrupted or damaged data, images, software or equipment; (vii) third party operating systems, unless specifically set forth in this Agreement; or (viii) providing or validating antivirus or related IT safeguards unless sold to Customer by GE HealthCare. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR DAMAGES CAUSED BY UNAUTHORIZED ACCESS TO THE NETWORK OR PRODUCTS REGARDLESS OF A PARTY’S COMPLIANT SECURITY MEASURES.

2.3.  Environmental Health and Safety (“EHS”). GE HealthCare personnel may stop work without penalty due to safety concerns. Customer must: (i) comply with GE HealthCare’s EHS requirements; (ii) provide a safe environment for GE HealthCare personnel; (iii) tell GE HealthCare about chemicals or hazardous materials that might come in contact with Products or GE HealthCare personnel; (iv) perform decommissioning or disposal at Customer facilities; (v) obtain and maintain necessary permits; (vi) thoroughly clean Products before Service; (vii) provide radioactive materials required for testing Products; and (viii) dispose of waste related to Products and installations.

2.4.  Parts and Tubes. GE HealthCare: (i) recommends the use of parts it has validated for use with the Product; (ii) is not responsible for the quality of parts supplied by third parties to Customer; and (iii) cannot assure Product functionality or performance when non-validated parts are used. Certain Products are designed to recognize GE HealthCare-supplied tubes and report the presence of a non-GE HealthCare tube; GE HealthCare is not responsible for the use of, or effects from, non-GE HealthCare supplied tubes.

2.5.  Training; Recordings. GE HealthCare’s training does not guarantee that: (i) Customer trainees are fully trained on equipment or Product use, maintenance or operation or (ii) training will satisfy any licensure or accreditation. Customer must ensure its trainees are fully qualified in the use and operation of the Product. Unless otherwise identified in the training catalog, Customer will complete training within 12 months of the date training is ordered. If not completed within this time period, other than because of GE HealthCare’s fault, training expires without refund. Training will be invoiced and payment due pursuant to the billing terms listed in the Agreement. Customer’s recording of GE HealthCare training sessions and other conversations with GE HealthCare is prohibited.

2.6.  Medical Diagnosis and Treatment. All clinical and medical treatment, diagnostic and/or billing decisions are Customer’s responsibility.

2.7.  AI Features.  Products and Services may use features, functionalities, or components of artificial intelligence technologies, machine learning, deep learning, and other generative artificial intelligence technologies (“AI Features”).  As between the parties, and to the extent permitted by law, Customer owns the outputs, results, data and outcomes generated from Customer’s use of AI Features (“Outputs”), which are considered Customer data.  Customer agrees: (i) to use Outputs only for Customer’s internal purposes and not to sell, license, lease, disclose or otherwise transfer Outputs to a third party; and (ii) not to use the AI Features or Outputs (a) to develop AI or machine learning models that compete with GE HealthCare, or (b) in violation of this Agreement or applicable laws.  Customer is solely responsible to ensure that all Outputs are checked and validated, are fit for Customer’s purpose, and comply with applicable laws in relation to their use.  Use of Outputs is at Customer’s sole risk and GE HealthCare is neither responsible nor liable for any use of Outputs.  Customer must not rely on factual assertions in Outputs without independent fact-checking and Customer must not rely on designs, workflows/processes, or work instructions in Outputs without independent review of functionality and suitability for Customer’s needs.  Further, due to the nature of AI, the Output may not be unique across users and the AI Feature may generate or return the same or similar Output to other customers.  NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, OUTPUTS ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE,” AND GE HEALTHCARE MAKES NO WARRANTIES: (I) REGARDING THE OUTPUT’S ACCURACY OR SUITABILITY FOR CUSTOMER’S NEEDS; OR (II) THAT THE OUTPUTS WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE ACCURATE, COMPLETE OR ERROR FREE, OR GENERATE ANY SPECIFIC OUTCOMES OR RESULTS.

2.8.  Use of Data. If GE HealthCare creates, receives, maintains, transmits or otherwise has access to Protected Health Information (as defined in 45 C.F.R. § 160.103) (“PHI”), GE HealthCare may use and disclose the PHI only as permitted by law and by the Business Associate Agreement between the parties. Before returning any equipment to GE HealthCare, Customer must ensure that all PHI stored in it is deleted. GE HealthCare may collect, prepare derivatives from and otherwise use non-PHI data related to Products and/or Services for such things as training, demonstration, research, development, benchmarking, continuous improvement and facilitating the provision of its products, software and services. GE HealthCare will own all intellectual property and other rights that could result from this collection, preparation and use. The non-PHI data will not be used to identify Customer or sold by GE HealthCare without Customer’s consent.

2.9.   Customer Policies.  GE HealthCare will use reasonable efforts to respect Customer-provided policies that apply to GE HealthCare employees and agents who perform Services onsite at a Customer facility, so long as such policies comply with applicable laws and do not materially contradict GE HealthCare policies. Failure to respect Customer policies is not a material breach unless it is willful and adversely affects GE HealthCare’s ability to perform its obligations.  GE HealthCare employees and agents are prohibited from signing Customer policies and facility-related forms in their individual capacity.

3. Disputes and Arbitration.

3.1.  Binding Arbitration. Other than collection matters and actions seeking injunctive relief to prevent or cease a violation of intellectual property rights related to Products or Services, the parties agree to submit all disputes arising under or relating to this Agreement to the American Arbitration Association (“AAA”) office closest to the largest metropolitan area of the location where the Product is installed or the Service is provided for binding arbitration conducted in accordance with AAA’s then-current Commercial Arbitration Rules. Costs, including arbitrator fees and expenses, will be shared equally, and each party will bear its own attorneys’ fees. The arbitrator will have authority to award damages only to the extent available under this Agreement. Nothing in this Section shall allow either party to arbitrate claims of any third-party not a party to this Agreement. The parties further agree to keep confidential: (i) the fact that any arbitration occurred; (ii) the results of any arbitration; (iii) all materials used, or created for use, in the arbitration; and (iv) all other documents produced by another party in the arbitration and not otherwise in the public domain.

4. Liability.

4.1.  Limitation of Liability. GE HEALTHCARE'S LIABILITY FOR DIRECT DAMAGES TO CUSTOMER UNDER THIS AGREEMENT WILL NOT EXCEED THE PRICE FOR THE PRODUCT OR SERVICE THAT IS THE BASIS FOR THE CLAIM.

4.2.  Exclusion of Damages. NEITHER PARTY WILL HAVE ANY OBLIGATION FOR: (I) CONSEQUENTIAL, PUNITIVE, INCIDENTAL, INDIRECT OR REPUTATIONAL DAMAGES; (II) PROFIT, DATA OR REVENUE LOSS; OR (III) CAPITAL, REPLACEMENT OR INCREASED OPERATING COSTS.

5. Payment and Finance.

5.1.  Late Payment. Customer must raise payment disputes before the payment due date. For any undisputed late payment, GE HealthCare may: (i) suspend performance under this Agreement until all past due amounts are paid; (ii) charge interest at a rate no more than the maximum rate permitted by applicable law; and (iii) use unapplied funds due to Customer to offset any of Customer’s outstanding balance. If Customer fails to pay when due: (a) GE HealthCare may revoke its credit and designate Customer to be on credit hold; and (b) all subsequent shipments and Services must be paid in full on receipt.

5.2.  Taxes. Prices do not include applicable taxes, which are Customer’s responsibility.

Applies to On Demand Quotations that include Service

1. Service.

1.1.  Warranty. GE HealthCare warrants that its Service will be performed by trained individuals in a professional, workman-like manner. Except as otherwise stated herein, GE HealthCare will re-perform non-conforming Service as long as Customer provides prompt written notice to GE HealthCare within 60 days from performance. NO OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WILL APPLY. GE HealthCare may use new or refurbished/repaired (exchange) parts. If an exchange part is provided, the original becomes GE HealthCare property and GE HealthCare will remove it from Customer’s site or Customer must return it to GE HealthCare within a reasonable timeframe of replacement to avoid being billed for the non-returned part.

1.2.  Connectivity. If a Product or equipment has remote access capability: (i) Customer will provide GE HealthCare with, and maintain, a GE HealthCare-validated remote access connection to service the Product or equipment; or (ii) GE HealthCare reserves the right to charge Customer for onsite support at GE HealthCare’s then-current billing rate. This remote access and collection of machine data (e.g., temperature, helium level) will continue after the end of this Agreement unless Customer requests in writing that GE HealthCare disable it.

1.3.  Return for Repair. Prior to shipping equipment to GE HealthCare for repair, Customer will back up and remove data stored on the equipment. Customer is responsible for damage during shipment to GE HealthCare. GE HealthCare may remove data stored on the equipment prior to sending it back to Customer.

2. Specific Biomedical Service.

2.1.  Drug Library Dataset Transfer (if identified on the On Demand Quotation). If this Agreement includes GE HealthCare performing transfers of Customer-provided drug library dataset (i.e., an electronic library of medication information, drug name, concentration, dosing guidelines) from Customer’s master device (i.e., a device, not in clinical use, containing the original equipment manufacturer (“OEM”) copy, or Customer verified copy, of the drug library dataset) to its recipient device (i.e., an infusion pump in clinical use), Customer will: (i) deliver the master device to GE HealthCare and clearly label it as the “master device”; (ii) deliver the recipient device to GE HealthCare; (iii) provide labels for recipient device that indicate the original OEM drug library dataset creation/installation date, the then-current drug library dataset version, and the then-current drug library dataset installation date upon completion of a transfer; (iv) install, program, maintain, update and verify the drug library dataset on the master device, and ensure that the correct, accurate and up-to-date drug library dataset resides on the master device at all times; (v) ensure that the correct, accurate and up-to-date drug library dataset is installed on recipient device following transfer; (vi) promptly notify GE HealthCare of any incomplete or non-conforming transfer; and (vii) indemnify, defend and hold GE HealthCare harmless from losses which GE HealthCare becomes legally obligated to pay based on or arising out of this Agreement, including without limitation, Customer’s breach of this Agreement, any death or bodily injury, medical diagnosis or treatment decisions, any failure of Customer or GE HealthCare to locate a recipient device, or any failure of GE HealthCare to perform a transfer. Notwithstanding anything to the contrary in this Agreement, the foregoing GE HealthCare service is provided on an “AS IS” basis. NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR DATA ACCURACY, APPLY. Services will be provided during the hours of 8am to 5pm local time, Monday-Friday (excluding GE HealthCare holidays). See GE HealthCare’s Drug Library Dataset Transfer Services Statement of Work which is incorporated herein by reference.

2.2.  Quick Response (“QR”) Code Label Services (if identified on the On Demand Quotation). If this Agreement includes GE HealthCare: (i) creating QR code labels; (ii) applying QR code labels on Customer’s infusion pumps that are in clinical use (“Recipient Devices”); (iii) maintaining Recipient Device QR code labels; and/or (iv) communicating the pairing of QR codes and Recipient Device serial numbers to Customer, as described in a Statement of Work, then Customer will: (a) provide GE HealthCare with access to Customer’s QR code label generator and QR code labels; (b) provide GE HealthCare with training (including documented instructions) on use of Customer’s QR code label generator upon request; and (c) promptly notify GE HealthCare of any incomplete or non-conforming QR code label on a Recipient Device. Notwithstanding the foregoing, GE HealthCare will not access Customer’s electronic medical record systems to perform the services or be responsible for updating any Customer electronic medical records. Notwithstanding anything to the contrary in this Agreement, the foregoing GE HealthCare service is provided on an “AS IS” basis. NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR DATA ACCURACY, APPLY. Customer will indemnify, defend and hold GE HealthCare harmless from losses which GE HealthCare becomes legally obligated to pay based on or arising out of this Agreement, including without limitation, Customer breach of this Agreement, any death or bodily injury, medical diagnosis or treatment decisions, any failure of GE HealthCare to create a QR code label, apply a QR code label on a Recipient Device, maintain a QR code label, and/or communicate the pairing of a QR code label and Recipient Device serial number to Customer. Services will be provided during the hours of 8am to 5pm local time, Monday-Friday (excluding GE HealthCare holidays). See GE HealthCare’s Quick Response (QR) Code Label Services Statement of Work which is incorporated herein by reference.

2.3.  Biomedical Asset Patch Installation Services (if identified on the On Demand Quotation).

2.3.1. Patch Installation Services. GE HealthCare will use commercially reasonable efforts to install Customer-provided software patches on Customer’s Connected Medical Devices. “Connected Medical Device” is a discrete biomedical hardware device: (i) with 1 unique MAC address; (ii) designed and manufactured by an original equipment manufacturer (“OEM") for the purpose of providing medical services to hospital patients; (iii) discovered and located by Customer; (iv) owned, rented or leased by Customer for use at Customer facilities; (v) connected to Customer’s network through an Ethernet cable wired or a wireless-enabled connection at the time of software patch installation; (vi) under GE HealthCare biomed service contract coverage at the time of software patch installation; and (vii) as further described in a Statement of Work. Installation will be provided during the hours of 8am to 5pm local time, Monday-Friday (excluding GE HealthCare holidays).

2.3.2. Customer Responsibilities. In addition to Customer’s other responsibilities under this Agreement, Customer will: (i) procure and provide the appropriate and Customer-validated software patch (as described in a Statement of Work) and installation instructions from the OEM of the Connected Medical Device; (ii) provide an accurate list of all applicable Connected Medical Devices and the locations of such Connected Medical Devices (as described in a Statement of Work); (iii) upon GE HealthCare request, obtain support from the OEM of the Connected Medical Device (Customer is solely responsible for any OEM support-related fees or charges); (iv) provide network and IT infrastructure information as requested by GE HealthCare; (v) prepare the site, network and IT infrastructure ensuring that they meet the OEM’s written requirements and applicable laws; (vi) provide and maintain a GE HealthCare-validated remote access connection to the Connected Medical Devices, network and IT infrastructure for GE HealthCare and its agents to perform hereunder; (vii) ensure that the correct and accurate software patch is installed on the Connected Medical Device following installation; (viii) promptly notify GE HealthCare of any incomplete or non-conforming installation; and (ix) indemnify, defend and hold GE HealthCare harmless for losses which GE HealthCare becomes legally obligated to pay based on or arising out of this Agreement, including without limitation, Customer’s breach of this Agreement, any death or bodily injury caused by Customer’s actions or omissions, and any failure of GE HealthCare to discover and/or locate a Connected Medical Device or perform software patch installation. Additionally, Customer is solely responsible for managing, handling, responding to, and executing corrective action and/or remediation of, security events, security incidents and security vulnerabilities (including all expenses, fines and damages incurred).

2.3.3. Customer Acknowledgment. Customer acknowledges and agrees that: (i) cyber-related security is not an exact science; (ii) cyber-related security is ever evolving in the types, vulnerabilities, risks and threats that are present; (iii) GE HealthCare’s services and other related support is only designed to help Customer mitigate against certain known security-related vulnerabilities, risks and threats; however, GE HealthCare does not and cannot provide complete or comprehensive protection against all possible vulnerabilities, risks, threats, events or unauthorized access or intrusions; (iv) GE HealthCare services are not intended in any way to displace Customer’s own independent security judgement or decision-making, and/or create obligations or liability for GE HealthCare; and (v) it is Customer’s sole obligation to establish and maintain any appropriate measures (including, without limitation, the installation and use of firewalls, application of authentication measures, encryption of data, installation of anti-virus programs, etc.) to protect Customer’s clinical systems, machines, Connected Medical Devices, network, and IT infrastructure against any kind of security vulnerabilities, risks, threats, breaches, unauthorized access, interference, intrusion, leakage and/or theft of data or information.

2.3.4. Statement of Work. See GE HealthCare’s Biomedical Asset Patch Installation Services Statement of Work which is incorporated herein by reference.

2.3.5. Disclaimer. BIOMEDICAL ASSET PATCH INSTALLATION SERVICES PROVIDED UNDER THIS AGREEMENT: (I) ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND WHATSOEVER; (II) DO NOT PROVIDE COMPLETE OR COMPREHENSIVE PROTECTION AGAINST ALL POSSIBLE SECURITY VULNERABILITIES, RISKS, THREATS, BREACHES, SECURITY EVENTS, SECURITY INCIDENTS OR UNAUTHORIZED INTRUSIONS; AND (III) ARE NOT INTENDED TO BE A COMMITMENT, GUARANTEE, REPRESENTATION OR WARRANTY THAT (A) CUSTOMER’S MEDICAL DEVICES, SYSTEMS, EQUIPMENT, MACHINES, ASSETS, NETWORK OR IT INFRASTRUCTURE WILL BE PROTECTED AGAINST POSSIBLE SECURITY VULNERABILITIES, RISKS, THREATS, BREACHES, SECURITY EVENTS, SECURITY INCIDENTS OR UNAUTHORIZED INTRUSIONS, OR (B) SERVICES WILL BE TIMELY, ERROR-FREE, ACCURATE, OR MEET CUSTOMER’S REQUIREMENTS OR ANY NATIONAL GUIDELINE OR INDUSTRY STANDARD.

2.3.6. Exclusions. Service is excluded under this Agreement and Customer is not entitled to any remedy due to: (i) Customer’s delay in providing, or failing to provide, the appropriate software patch, or GE HealthCare-requested information, documentation or resources; (ii) Customer cancellation or rescheduling; (iii) inability of GE HealthCare to access the Connected Medical Devices; (iv) Customer’s default; (v) improper care of the Connected Medical Devices; (vi) an OEM’s failure or refusal to comply with GE HealthCare’s or Customer’s request for support or assistance; or (vii) any cause beyond GE HealthCare’s control. This Agreement does not cover: (a) medical devices, clinical systems and assets that are not connected to Customer’s network; (b) Connected Medical Devices not discovered and located by Customer; (c) medical devices, clinical systems and assets that are connected to or reside on proprietary and segmented isolated networks; (d) Connected Medical Devices not covered under a GE HealthCare biomed service contract; (e) Customer’s networks, servers, IT infrastructure, architecture or configuration; (f) skill or competency assessments of Customer’s personnel; (g) operating system software updates and upgrades; (h) product, equipment or medical device replacements or upgrades; (i) anti-virus or malware protection; (j) product, equipment, medical device, or any component thereof that has been declared end of life/support by the OEM; (k) any corrective service, corrective action or remediation support; (l) fees or charges for third party or OEM support; (m) monitoring, detecting or analyzing security vulnerabilities, events or incidents; or (n) physical security. GE HealthCare is not responsible for providing system database maintenance for Customer, including but not limited to, activities related to backup, new users, user privileges, physician list updates, and archive/data entry.

2.4.  Asset Disposition Services (if identified on the On Demand Quotation). If this Agreement includes Asset Disposition Services, GE HealthCare will provide such services for mobile medical equipment and instruments authorized for release by Customer to GE HealthCare for purposes of disposition (“Deposition Equipment”).  Customer will ship (at Customer’s expense) the Disposition Equipment to GE HealthCare or its agent or make the Disposition Equipment available to be picked up by GE HealthCare or its agent for disposition (as detailed in the applicable GE HealthCare Asset Disposition Statement of Work which is incorporated herein by reference).  Title to Disposition Equipment shipped to or picked-up by GE HealthCare or its agent will remain with Customer until the sale or final disposition of the Disposition Equipment.  GE HealthCare or its agent shall have: (i) the right to offer and sell the Disposition Equipment; (ii) the power to transfer the ownership rights in each item of the Disposition Equipment to a buyer in the ordinary course of business; and (iii) sole discretion to determine how to dispose of the Disposition Equipment.  GE HealthCare or its agent may dispose of the Disposition Equipment as whole items or in parts.  Upon disposition of the Disposition Equipment, Customer (a) fully and forever releases and forfeits all rights to and interest in the Disposition Equipment and (b) agrees not to contest the value generated, if any, of the disposed Disposition Equipment. GE HealthCare or its agent will assess the marketability of each piece of Disposition Equipment and attempt to repurpose as much of the Disposition Equipment as possible through its resale capabilities. If GE HealthCare determines there is Disposition Equipment it would like to acquire from Customer, GE HealthCare or its agent will provide a written offer to Customer.  Customer will have 5 business days from receipt to accept, reject or counter the offer in writing, after which GE HealthCare will have 5 business days to respond.  If a sales transaction is agreed upon by the parties, GE HealthCare and Customer will complete the transaction through GE HealthCare’s then-current used equipment purchase process separate from this Agreement.  If a transaction is not agreed upon by the parties, the Disposition Equipment will proceed through the normal disposition process as identified herein.  In cases where GE HealthCare is not the purchaser of the Disposition Equipment, Customer will receive a credit for the Disposition Equipment as outlined in the applicable GE Healthcare Statement of Work.  Customer represents, warrants and covenants that: (i) Customer is the lawful owner of all Disposition Equipment; (ii) all Disposition Equipment is free and clear of all liens, claims, encumbrances or restrictions of any kind; and (iii) Customer has removed all PHI and nonconforming materials from the Disposition Equipment according to GE HealthCare’s then-current disposition procedures.  Asset Disposition Service is provided on an “AS IS” and “AS AVAILABLE” basis.  NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, OR DATA ACCURACY, APPLY.

2.5.  Move Management (if identified on the On Demand Quotation).  If this Agreement includes Move Management, GE HealthCare or its agent will assist Customer with the scheduling and logistics activities required to perform point-to-point transfers of Customer biomedical-related assets between 2 sites designated by Customer where such assets are not sent to, or processed in, any facilities of GE HealthCare or its agent. This includes transfers of biomedical-related assets between 2 clinical locations, or pick-up and delivery of Customer biomedical-related assets to or from a clinical location and non-GE HealthCare operated warehouses or storage facilities used by Customer.  In addition to the terms and conditions of this Section, Move Management is also subject to the applicable terms and conditions in Section 1.4 of Room Moves/Equipment Relocation Service and Equipment Transportation Service (of this Agreement).

2.6.  Revive (if identified on the On Demand Quotation).  If this Agreement includes Revive, GE HealthCare of its agents will provide: (i) a comprehensive bed inventory assessment that includes a detailed report of Customer’s current inventory of beds, or beds and mattresses (as such items are detailed in the applicable GE HealthCare Revive Statement of Work which is incorporated herein by reference ) (collectively, “Beds”), identifying Beds that need replacement, refreshing, or maintenance based on age, condition and usage; (ii) a schedule detailing when Customer’s Beds will be returned to the original equipment manufacturer (“OEM”)specifications (“Refreshed Beds”), and when  Beds will be replaced with a like-for-like replacement bed, which meets OEM specifications (“Exchanged Beds”), including a timeline and action plan; (iii) a logistics plan for Bed delivery, installation, setup, shipping, storage, and testing of Refreshed Beds and Exchanged Beds; and (iv) a program completion report consisting of Revive program outcomes.  Further details will be captured in the GE HealthCare Statement of Work.  Customer is responsible for providing access to the site and necessary facilities for the completion of the services provided hereunder.  Revive Service is provided on an “AS IS” basis.  NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, OR TIMELINESS, APPLY.

Applies to On Demand Quotations that include Software 


1. Software.

1.1.  License. Other than as identified in this Agreement, GE HealthCare grants Customer a non-exclusive, non-transferable, non-sublicensable, perpetual license to use GE HealthCare-provided software for Customer’s internal business purposes only in the United States consistent with the terms of this Agreement. Customer’s independent contractors (except GE HealthCare competitors) may use the software, but Customer is responsible for their compliance with this license, and additional license fees may apply. Customer cannot modify, reverse engineer, copy or create derivative works of the software, except for making 1 backup copy, and cannot remove or modify labels or notices of proprietary rights of the software or documentation. If GE HealthCare provides third party software, Customer will comply with third party license terms, and licensors are third-party beneficiaries of this Agreement. Online registration as a licensee may be required for receipt of software and documentation. Software and documentation is licensed to Customer, but no title or other ownership interest passes.

1.2.  Warranty. For software licensed from GE HealthCare, GE HealthCare warrants that: (i) it has the right to license or sublicense software to Customer; (ii) it has not inserted Disabling Code into software; (iii) it will use efforts consistent with industry standards to remove viruses from software before delivery; and (iv) unless otherwise identified herein, for 90 days from software delivery, software will perform substantially in accordance with the documentation.  “Disabling Code” is code designed to interfere with the normal operation of software, but code that prohibits use outside of the license scope is not Disabling Code.  If Customer promptly notifies GE HealthCare of its claim during the warranty and makes the software available, GE HealthCare will, at its option, correct the non-conformity or replace the software.  Warranty service will be performed from 8am to 5pm local time, Monday-Friday, excluding GE HealthCare holidays (exceptions to these coverage hours will be communicated by GE HealthCare).  Service provided outside of established warranty hours are subject to GE HealthCare’s then-current service rates and subject to personnel availability.  GE HealthCare may require warranty repairs to be performed via a secure, remote connection or at an authorized service center.  If GE HealthCare replaces equipment or a component, the original becomes GE HealthCare property and Customer will return the original to GE HealthCare within 5 days after the replacement is provided to Customer.  Prior to returning software and equipment to GE HealthCare, Customer will: (a) obtain a return to manufacturer authorization; and (b) back up and remove all information stored in the software and on the equipment (stored data may be removed during repair). Customer is responsible for damage during shipment to GE HealthCare.  The warranty for software provided to correct a warranty failure is the unexpired term of the warranty for the repaired or replaced software.  NO OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WILL APPLY. DOCUMENTATION IS PROVIDED “AS IS”.  GE HEALTHCARE DOES NOT GUARANTEE SOFTWARE WILL OPERATE WITHOUT ERROR OR INTERRUPTION.

1.3.  Limitations. GE HealthCare has no obligation to Customer for warranty claims if Customer uses the software: (i) for non-medical or entertainment use or outside the United States; (ii) in combination with software, hardware, or services not recommended in writing by GE HealthCare; and (iii) in a manner or environment for which GE HealthCare did not design or license it, or in violation of GE HealthCare’s recommendations or instructions. GE HealthCare has no obligation to Customer for warranty claims for damages or deficiencies outside GE HealthCare’s reasonable control. In addition, warranties do not cover: (a) defects or deficiencies from improper storage or handling, maintenance or use that does not conform to OEM specifications and/or documentation, inadequate backup or virus protection, cyber-attacks, failure to maintain power quality, grounding, temperature and humidity within OEM specifications and/or documentation; (b) repairs due to power anomalies or any cause external to the software or beyond GE HealthCare’s control; (c) payment or reimbursement of facility costs arising from repair or replacement of the software; (d) adjustment, alignment, calibration, or planned maintenance; (e) network and antenna installations not performed by GE HealthCare or its subcontractors; (f) lost or stolen software; (g) software with serial numbers altered, defaced or removed; (h) modification not approved in writing by GE HealthCare; (i) products immersed in liquid; and (j) replacement of disposable or consumable items.

Applies to On Demand Quotations that include Parts, Accessories & Supplies, or Specialty Components

1. Parts, Accessories & Supplies, and Specialty Components.

1.1.  Transportation, Title and Risk of Loss. Unless otherwise identified herein, shipping terms are FOB Destination. Title and risk of loss passes to Customer on delivery to Customer’s designated delivery location.

1.2.  Delivery and Returns. Delivery dates are approximate. Delivery occurs: (i) for Product, on electronic/physical delivery to Customer; and (ii) for Services, on performance. GE HealthCare will accept Customer-returned items that are in new condition, unworn, unaltered and free of damage. Items cannot be returned or exchanged beyond 30 days from Customer’s receipt of the original order and all returned items will be subject to a 15% restocking fee. To obtain a full refund or exchange of the item within the 30 day return period (subject to the 15% restocking fee), Customer must request a return materials authorization (RMA) from GE HealthCare and return the item to GE HealthCare utilizing this RMA number. Items must be returned in the original packaging, unused and free of damage.  Please note, cuffs, BP items, sterile and hazmat items cannot be returned. If a replacement order is requested, the restocking fee may be waived at GE HealthCare’s sole discretion.

1.3.  Warranty. Warranty terms for: (i) accessories and supplies are located at https://services.gehealthcare.com/gehcstorefront/c/Accessories (sign in required); 

and (ii) parts and specialty components (e.g., tubes, detectors, probes) are located at https://services.gehealthcare.com/gehcstorefront/c/Parts(sign in required).

1.4.  Limited Use. Items are intended only for servicing the medical equipment at a healthcare facility located in the United States in which it was intended, and cannot be otherwise used for manufacturing, resale or other distribution.

Applies to On Demand Quotations that include Room Move/Equipment Relocation Service and Equipment Transportation Service  

1. Room Moves/Equipment Relocation Service and Equipment Transportation Service.

1.1.  Services. Services will be performed from 9am to 5pm local time, Monday-Friday, excluding GE HealthCare holidays, and outside those hours at GE HealthCare’s then-current overtime rates. Services assume adequate doorway and hall sizes to allow equipment removal. GE HealthCare is not responsible for dismantling rooms or doorways. Equipment site drawings for the new location will be provided at Customer’s request and Customer will pay for the drawings in the event this Agreement terminates.

1.2.  De-Installation and Re-Installation. Unless otherwise identified herein, GE HealthCare will de-install the equipment and prepare it for transport. De-installation includes a functional check of the equipment and software backups prior to transport. Customer must prepare the re-installation location consistent with GE HealthCare’s specifications including the installation of system cabling and assembly of equipment or hardware not provided by GE HealthCare. The new location may require new cabling, which is Customer’s responsibility. Customer must provide an electrician to disconnect/re-connect power to the equipment in all locations. Unless otherwise identified herein, GE HealthCare will re-install the equipment and perform electrical checkout and calibrations.

1.3.  Additional Customer Responsibilities. Customer’s hardware and software must conform to GE HealthCare’s requirements when operated with or connected to the equipment. Customer is responsible for costs due to delays caused by inadequate site preparation, facility requests, or other causes beyond GE HealthCare’s control. Repair parts and labor required to bring the equipment up to normal operating condition and in compliance with OEM specification are Customer’s responsibility. Until the equipment is de-installed and removed by GE HealthCare, Customer is responsible for risk, loss, and operation of the equipment. Prior to de-installation, Customer will back up and remove data stored on the equipment, including PHI, And Customer is responsible for any loss resulting from data that is not removed.

1.4.  Equipment Transportation Services.  If this Agreement includes GE HealthCare’s provision of equipment transportation services (e.g., transporting equipment between facilities), the following terms also apply notwithstanding anything to the contrary herein: (i) Customer represents and warrants that it is the legal owner of the equipment tendered to GE HealthCare and authorizes GE HealthCare to transport such equipment; (ii) Customer must, upon request, provide complete and accurate equipment-related information and ensure the equipment is properly prepared and suitable for transport; (iii) Customer is responsible for providing adequate, secured parking at all facilities, obtaining parking permits as needed, and paying all parking-related fines or violations; (iv) Customer is responsible for loading and unloading the equipment unless otherwise stated herein; (v) Customer will comply with all applicable laws, rules and regulations, including without limitation, those governing dangerous and hazardous materials; (vi) prior to transport, Customer will back up and remove all data stored on the equipment, including PHI, and Customer is responsible for any loss resulting from data that is not removed; (vii) GE HealthCare may hire subcontractors to perform the equipment transportation services; (viii) neither GE HealthCare nor its subcontractors will acquire title to or assume risk of loss for the equipment at any time; (ix) Customer retains sole risk of loss, damage, theft, or destruction of the equipment throughout the transportation process, including loading, unloading, handling, staging, and movement, regardless of whether GE HealthCare or its subcontractors participate in such tasks; (x) GE HealthCare provides equipment transportation services solely as a service provider and not as a bailee, common carrier, or public carrier, and no such legal status is created by this Agreement; (xi) GE HealthCare may decline to move any equipment that, in GE HealthCare’s sole discretion, cannot be moved safely in its present condition; (xii) Customer will indemnify, defend, and hold GE HealthCare harmless from all claims, losses, expenses, fees (including attorneys’ fees), costs, liabilities, and judgements arising out the acts or omissions of Customer or its employees, agents, or representatives; (xiii) equipment transportation services are not subject to specific pickup or delivery dates or times; (xiv) GE HealthCare warrants that the equipment transportation services will be performed in a professional and workman-like manner; (xv) NO OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TIMELINESS, APPLY; (xvi) GE HEALTHCARE'S LIABILITY FOR DIRECT DAMAGES ARISING FROM THE PROVISION OF EQUIPMENT TRANSPORTATION SERVICES WILL NOT EXCEED THE PRICE FOR THE SPECIFIC EQUIPMENT TRANSPORTATION SERVICE GIVING RISE TO THE CLAIM; (xvii) CUSTOMER MUST REPORT IN WRITING TO GE HEALTHCARE ANY CLAIMS FOR LOSS OF OR DAMAGE TO TRANSPORTED EQUIPMENT WITHIN 30 DAYS OF THE DELIVERY DATE (TO THE EXTENT PERMITTED BY LAW), OR WITHIN ANY APPLICABLE LONGER STATUTORY PERIOD IF REQUIRED BY LAW; (xviii) if any provision of this Section is held unenforceable, the remaining provisions will continue in full force and effect to the extent permitted by law; and (xix) if any provision of this Section conflicts with any other provision of this Agreement, the terms of this Section will control with respect to equipment transportation services.

1.5.  Exclusions. Unless otherwise identified herein, this Agreement does not cover: electrical or structural details or modifications; room move/equipment relocation or equipment transportation service warranties; parts or labor for pre-existing defects; parts or labor for post-relocation/transportation defects; cables, rails or other hardware; equipment transportation services (e.g., transporting equipment between facilities); loss, repair or replacement of equipment or components (including, without limitation, tubes) due to transportation or storage; replacement of cryogens due to excessive boil-off prior to relocation or resulting from transportation; modifications or corrections to the work scope arising from concealed conditions encountered during Services; lasers and alignment; removal of equipment at the new location; cost of architectural/engineering services and construction-related work; cost of union labor if such labor is required.

Applies to On Demand Quotations that include Ultrasound Probe Service



1. Ultrasound Probe Service.

1.1.  Probe Evaluation. Upon completion of GE HealthCare’s evaluation of Customer’s defective probe (“Customer’s Probe”), Customer will approve one of the options identified in the description herein. If Customer fails to approve an option within 30 days, Customer’s Probe will be returned and any evaluation and loaner fees will immediately become due.

1.2.  Probe Repair Service. GE HealthCare will use commercially reasonable efforts to repair Customer’s Probe. GE HealthCare warrants that its repair service and repaired/replaced parts will be free from defects in material and workmanship under normal use and service for a period of 6 months following delivery of the repaired probe to Customer. GE HealthCare will re-perform any non-conforming service as long as Customer provides prompt written notice. NO OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WILL APPLY. GE HealthCare may use new, used, refurbished, repaired or non-OEM parts. If an exchange part is provided, the original becomes GE HealthCare property and GE HealthCare will remove it from Customer’s site or Customer must return it to GE HealthCare within a reasonable timeframe of replacement to avoid being billed for the non-returned part.

1.3.  Probe Purchase. If Customer purchases a probe (new, refurbished, repaired, used, loaner), (i) the value of Customer’s exchange probe (which becomes GE HealthCare property) is calculated in the purchase price, and (ii) the purchase price does not include evaluation or loaner fees which are Customer’s responsibility.

1.4.  Other Terms and Conditions. GE HealthCare may modify the prices identified herein or decline to repair Customer’s Probe if it has been altered or previously repaired, or has internal damage that is not identifiable during the evaluation. All shipping and handling expenses are Customer’s responsibility.