TECHNICAL SERVICES AGREEMENT (CMC)

Fresenius Medical Care India Private Limited

And

The Director

Belgaum Institute of Medical Science

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Table of contents

1. Definitions ........................................................................................................... 3
2. Interpretation ....................................................................................................... 4
3. Appointment ........................................................................................................ 5
4. Term .................................................................................................................... 5
5. Services .............................................................................................................. 5
6. General Exclusions ............................................................................................. 5
7. FME’s obligations ............................................................................................... 7
8. Customer’s obligations ....................................................................................... 7
9. Charges and Payment ........................................................................................ 7
10. Confidentiality ..................................................................................................... 8
11. FME’s liability ...................................................................................................... 8
12. Indemnity ............................................................................................................ 9
13. Force Majeure ..................................................................................................... 9
14. Termination ....................................................................................................... 10
15. Dispute resolution ............................................................................................. 10
16. Notices .............................................................................................................. 10
17. Shared Value .................................................................................................... 11
18. General ............................................................................................................. 11
SCHEDULE 1 - Contract Details .................................................................................... 12
SCHEDULE 2 - Devices ................................................................................................. 12
SCHEDULE 3 – Fees ..................................................................................................... 13
SCHEDULE 4 - Services ................................................................................................ 13

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THIS AGREEMENT Dated 15th day of October 2019

BETWEEN Fresenius Medical Care India Private Limited (FME)

AND The Director

Belgaum Institute Of Medical Science
Dr B R Ambedkar Road
Belgaum-590001

RECITALS

A. The Customer has agreed to engage FME to provide technical and maintenance services.
B. FME has represented that it is experienced in the supply of such services.

OPERATIVE PART

1. Definitions
In this agreement, the following terms will have the following meanings unless the context
otherwise requires:
(a) Business Day means any day that is not a Saturday, Sunday or public holiday in
the Territory;
(b) Commencement Date means the date in Item 3 of Schedule 1;
(c) Control means the beneficial ownership of more than 50% of the issues share
capital of a company or the legal power to direct or cause the direction of the
general management of the company;
(d) Devices means the devices shown in Schedule 2;
(e) Fees means the fees set out in Schedule 3;
(f) GST means means goods and services tax (by whatever name called and including
without limitation value added tax and service tax) chargeable under the
applicable local tax law and/or regulation ;
(g) GST Law means local tax law and/or regulation related to goods and services tax
(by whatever name called and including without limitation value added tax and
service tax) chargeable;
(h) Initial Term means the period set out in Item 4 of Schedule 1;
(i) Insolvency Event means any of the following, or any analogous, events:
(i) the Customer disposes of the whole or any part of its assets, operations
or business other than in the ordinary course of business;
(ii) the Customer ceases, or threatens to cease, carrying on business;
(iii) the Customer is unable to pay the Customer’s debts as the debts fall
due;

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 (iv) any step is taken by a mortgagee to take possession or dispose of the
whole or any part of the Customer’s assets, operations or business;
(v) any step is taken for the Customer to enter into any arrangement or
compromise with, or assignment for the benefit of, the Customer’s
creditors or any class of the Customer’s creditors; or
(vi) any step is taken to appoint an administrator, receiver, receiver and
manager, trustee, provisional liquidator or liquidator of the whole or
any part of the Customer’s assets, operations or business;
(j) Intellectual Property Rights means any present or future rights conferred by
statute, common law or equity in any part of the world in relation to any
confidential information, copyright, trademarks, service marks, designs, patents,
circuit layouts, plant varieties, business names, domain names, inventions, trade
secrets or other results of intellectual activity in any industrial, commercial,
scientific, literary or artistic fields;
(k) Renewal Period means the period or periods set out in Item 5 of Schedule 1;
(l) Services means the services specified in Schedule 4;
(m) Territory means the territory set out in Schedule 1;
(n) Term means the Initial Term plus any extension to the Initial Term pursuant to
clause 4(b).

2. Interpretation
In the interpretation of this agreement:
(a) references to legislation or provisions of legislation include changes or re-
enactments of the legislation and statutory instruments and regulations issued
under the legislation;
(b) words denoting the singular include the plural and vice versa, words denoting
individuals or persons include bodies corporate and vice versa, references to
documents or agreements also mean those documents or agreements as
changed, novated or replaced, and words denoting one gender include all
genders;
(c) grammatical forms of defined words or phrases have corresponding meanings;
(d) parties must perform their obligations on the dates and times fixed by reference
to the capital city of Territory;
(e) reference to an amount of money is a reference to the amount in the lawful
currency of Territory;
(f) if the day on or by which anything is to be done is a Saturday, a Sunday or a
public holiday in the place in which it is to be done, then it must be done on the
next business day;
(g) references to a party are intended to bind their executors, administrators and
permitted transferees;

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 (h) obligations under this agreement affecting more than one party bind them jointly
and each of them severally; and
(i) references to a clause, item or schedule are references to a clause, item or
schedule of this agreement.

3. Appointment
(a) In consideration of the Customer paying FME the Fees, FME agrees to provide the
Services during the Term in accordance with the provisions of this agreement.
(b) The Customer agrees to comply with the terms and conditions of this agreement
and any reasonable direction made by FME during the Term.

4. Term
(a) This agreement commences on the Commencement Date continues for the Term
unless terminated earlier by either party.
(b) Upon expiry of the Term, Parties may extend or renew this Agreement for such
period and on such terms and conditions as may be agreed between the Parties.

5. Services
(a) FME will provide the Services at the location allocated in Schedule 2 for each
Device.
(b) If the Customer moves any Device from the location shown in Schedule 2 it must
inform FME in writing and obtain FME's prior consent to move the Device to the
new location. If FME incurs any costs because of the Customer’s failure to
inform, the Customer will reimburse those costs to FME. Any repairs needed
resulting from movement of a Device from the location shown in Schedule 2
without FME's consent are not included in this agreement.
(c) The Customer must notify FME, in writing or otherwise as may be mutually
agreed, of any fault or failure of a Device as soon as practically possible, including
details of the Device location, type, serial number and details of the default.
Once a call has been logged FME will confirm the call out and advise the
Customer of the approximate time of visit.
(d) Unless otherwise specified the Services will be provided on Business Days
between the hours of 9:00 am and 5:00 pm.

6. General Exclusions
(a) Subject to FME’s reasonable opinion, if when providing the Services it becomes
apparent that:
(i) the requirements of equipment operation and care set out in any usage
or maintenance guide for the Device have not been complied with;
(ii) the Device is excessively dirty;

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 (iii) the Device is not in the location shown in Schedule 2, or alternative
location agreed to by FME prior to moving the Device; or
(iv) the Device the has been subject to misuse or careless handling,
(v) the equipment has been and/or is being used without pure reverse
osmosis treated water under recommended international standards;
(vi) the Customer has used the concentrates, reagents, disinfectants and/or
chemicals other than those recommended by FME;

(vii) the Customer has failed to meet and adhere to site requirements;

(viii) the equipment has not been/ is not being maintained in accordance to
the operator maintenance procedure as prescribed by the manufacturer
of the Device;

(ix) Damages have occurred to the Device due to mishandling, negligence,

accidents and deliberate tampering;

(x) Damages have occurred to the Device due to abnormal power supply
conditions, improper earthling, wiring, malfunctioning of stabilizer
and/or UPS;

(xi) Damages to the Device have caused by natural calamities;

(xii) Damages have been caused to the Device by rodents, termites or any
living beings;

(xiii) Refurbishment and Major Overhauls are required for the Device,

FME may charge for the time and expenses involved (including travel) and parts
fitted in bringing the Device back to a serviceable condition.
FME has made all reasonable efforts to check the Device before entering into this
Agreement for its satisfactory working condition. However, if any repairs are
considered necessary to bring the equipment in good working condition before or
after entering into this Agreement, such repairs will be charged extra.
(b) The following works are excluded from the Services:
(i) Device modification requested by the Customer;
(ii) servicing or repair of the Device required as a result of attention by any
person other than FME’s authorised representatives or use of non-
approved consumables, concentrates, disinfectants, etc.;
(iii) servicing or repair of the Device required as a result of improper storage
or handling, misuse or negligence, or failure to comply with FME’s
instructions or recommendations;
(iv) accidental damage; and
(v) out of hours calls, unless specifically provided for in Schedule 4.

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 If the Customer requests FME to provide any of the above works, FME may, but is
not obligated to, do so provided that there will be additional charges for each
separate additional work as provided in Schedule 5.

7. FME’s obligations
FME will:
(a) use reasonable endeavours to provide the Services to the Customer in
accordance with Schedule 4;
(b) use reasonable endeavours to meet any dates specified for performance of any
parts of the Services. Such dates will be estimates only and time of performance
will not be of the essence; and
(c) provide the Services in a good and workmanlike manner and in accordance with
generally accepted professional and technical standards.

8. Customer’s obligations
The Customer will:
(a) ensure that any Device scheduled for maintenance or repair is available at the
scheduled time;
(b) inform FME of all health and safety rules and regulations and any other
reasonable security requirements that apply at the location of the Device;
(c) maintain environmental conditions within the Device manufacturer’s
recommended range and otherwise observe the Device manufacturer’s operating
instructions;
(d) not permit a third party to install, alter, adjust, maintain or interfere with the
device without FME’s prior consent;
(e) make available a Customer representative during each service visit who will sign a
service report confirming that the work has been done; and
(f) ensure that the Device is cleaned and decontaminated before each service or
repair.
(g) Customer shall pay the Fees without any delay. FME may suspend the Services
until all undisputed payments due for the Services are received.

9. Fees and Payment

(a) All Fees quoted to the Customer are exclusive of VAT/GST which, if applicable,
FME will add to its invoices.
(b) Except the payment as provided in Schedule 3 or unless otherwise agreed by FME
in writing:
(i) FME may invoice the Customer for the Services on the date FME
supplies the Services; and

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 (ii) the Fees and all other costs and expenses will become owing on the
date of the invoice and will be strictly net cash payment payable on or
before the end of the month, following the month of invoice.
(c) The Customer must not withhold, make deductions from, or set-off payment of
any money owed to FME for any reason.
(d) If full payment for the Services (or any other amounts outstanding) is not
received by FME by the due date FME may charge the Customer at 24% per
annum above the rate charged at that time by FME’s bankers for overdraft
accommodation on any amount outstanding, calculated on a daily basis from the
invoice date of payment until the actual date of payment.
(e) If any amounts under an invoice are disputed by the Customer, the Customer
must pay the undisputed amount of the invoice on the due date for payment.

10. Confidentiality
(a) The parties covenant on behalf of themselves, their financial, legal and other
advisors that they will keep confidential and not divulge either directly or
indirectly to any person any information relating to the business, processes,
systems or affairs of the other party which is of a confidential nature or which is
not otherwise in the public domain, including the terms of this agreement, save
to the extent that the disclosure may be required by statute or may reasonably
be required for the purpose of enabling the parties to fulfil their respective
obligations under this agreement or as may otherwise be required by law.
(b) This clause will have force after the termination or expiry of this agreement.

11. FME’s liability

(a) Except as expressly set out in this agreement all warranties, conditions and other
terms implied by statute or common law including those relating to quality and
fitness for purpose are, to the fullest extent permitted by law, excluded from the
agreement.
(b) Nothing in this agreement limits or excludes FME’s liability for death or personal
injury resulting from FME’s negligence or for any damage or liability incurred by
the Customer as a result of fraud or fraudulent misrepresentation by FME.
(c) Subject to clause 11(b) FME will not be liable to the Customer for any liability or
claim of any kind arising directly or indirectly (whether under statute, contract,
tort, negligence or otherwise) in relation to any indirect or consequential loss
(including but not limited to any loss of actual or anticipated profits, revenue,
savings, production, business, opportunity, access to markets, goodwill,
reputation, publicity, or use) or any remote, abnormal or unforeseeable loss or
any similar loss whether or not in the reasonable contemplation of the parties.
(d) Where FME is liable to the Customer, FME’s liability will be limited, to the full
extent permitted by law, to the re-performance of the relevant Services, which
(where applicable) includes the re-supply of parts.

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 (e) FME’s total liability in contract, tort (including negligence and breach of statutory
duty), misrepresentation, restitution or otherwise arising in connection with the
performance or contemplated performance of the Services or otherwise in
connection with this agreement will be limited to the charges actually paid by the
Customer for those Services.
(f) FME will not be liable for any costs, charges or losses sustained or incurred by the
Customer arising directly or indirectly from delay or non-performance of any of
FME’s obligations which has been caused either directly or indirectly as a result of
any act or omission of the Customer, its agents, sub-contractors or employees.
(g) Nothing in these Terms is intended to have the effect of contracting out of any
applicable regulations regard to anti-competitive and consumer protection,
except to the extent permitted by such regulations.

12. Indemnity
(a) The Customer indemnifies FME and each member of FME’s personnel from and
against any expense, liability, loss, claim or proceedings and actions suffered or
sustained by FME as a consequence or in connection with:
(i) the Customer’s breach of this agreement;
(ii) the negligence or wilful misconduct of the Customer or any member of
the Customer’s personnel;
(iii) FME or any member of the FME’s personnel providing the Services in
accordance with the Customer’s instructions;
(iv) damage to the property of the Customer or any third party during
provision of the Services;
(v) FME having to resupply the Services, or undertake any rework, as a
result of the actions or omissions of the Customer or any third party;
(vi) personal injury to or the death of any person arising out of or in
connection with this agreement, unless such death or personal injury
arises as a result of the negligence or default of FME;
(vii) any damage or loss arising out of or in connection with this agreement,
unless such death or personal injury arises as a result of the negligence
or default of FME; or
(viii) the Customer’s fraud, negligence, failure to perform or delay in
performance of any of its obligations under this agreement or any act or
omission of the Customer.

13. Force Majeure

(a) FME will not be liable to the Customer for any failure to perform, or delay in
performing, FME’s obligations under this agreement if the failure or delay is due
to any cause beyond FME’s reasonable control.

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 (b) Either party may terminate this agreement by written notice if a force majeure
event affecting the other party continues and has continued for more than 90
days.

14. Termination
FME may immediately terminate or suspend the performance of this agreement and the
Customer must immediately pay any money owed to FME if:
(a) the Customer breaches a term of this agreement and does not remedy the
breach within 5 Business Days of receiving a notice from FME requiring the
Customer to do so;
(b) the Customer breaches a term of this agreement which is not capable of remedy;
(c) there is any change in the Control of the Customer; or
(d) an Insolvency Event arises in relation to the Customer.
Notwithstanding anything else in this agreement or any other right Fresenius Medical Care may
have, a breach of any of the provisions included in Clause 17 (Shared Value Section) of this
agreement by the Customer shall give FME the right to terminate this agreement with immediate
effect. Any claims of Fresenius Medical Care under this agreement may be initiated and maintained
by FME on behalf of Fresenius Medical Care.

15. Dispute resolution

(a) If a dispute arises, before any proceeding is commenced the party claiming that a
dispute has arisen must give 10 Business Days’ notice to the other party setting
out the dispute and seeking discussion and compromise to resolve the dispute.
(b) If, after 10 Business Days from the notice required under clause 15(a), the dispute
is not resolved then it must be submitted to the Court of Delhi as the court having
exclusive jurisdiction over the subject dispute.
(c) Nothing in this clause will prevent either party from seeking urgent interlocutory
relief.

16. Notices
A notice or other communication to a party must be in writing and delivered to that party
or that party’s practitioner in one of the following ways:
(a) delivered personally; or
(b) posted to their address when it will be treated as having been received on the
second business day after posting; or
(c) sent by email to their email address when it will be treated as received when it
enters the recipient’s information system.

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17. Shared Value:

"As stated in the FME Code of Ethics and Business Conduct, FME upholds the
values of quality, honesty and integrity, innovation and improvement, respect and
dignity, as well as lawful conduct, especially with regards to anti-bribery and
corruption, in its own operations, as well as in its relationships with business
partners. FME’S continued success and reputation depends on the commitment to
act accordingly. Together with FME, the CUSTOMER is committed to uphold
these fundamental values and thereby adhere to any applicable laws and regulation

18. General
(a) Relationship of the parties: The parties acknowledge that this agreement is
intended as a contract of service and not any other relationship and, in particular,
not the relationship of employer and employee, principal and agent or the
relationship of partnership.
(b) Counterparts: This agreement may be executed in any number of counterparts
each of which will be an original but such counterparts together will constitute
one and the same instrument and the date of the agreement will be the date on
which it is executed by the last party.
(c) Governing Laws: This agreement is governed by the laws of Territory.
(d) Costs: Each party will pay their own costs in relation to negotiation and
preparation of this agreement only.
(e) Variation: No addition to or modification of any provision of this agreement will
be binding on any party unless made in writing and signed by an authorised
signatory of each party.
(f) Waiver: No failure of delay in exercising any rights of termination or other right
or remedy under this agreement will amount to a waiver of that right. No waiver
by either party of any breach of this agreement by the other will be considered as
a waiver of any subsequent breach of the same or any other provision.
(g) Severance: If any provisions (or part of a provision) of this agreement is found by
any court or administrative body of competent jurisdiction to be invalid,
unenforceable or illegal, the other provisions will remain in force. If any invalid,
unenforceable or illegal provision would be valid, enforceable or legal if some
part of it were deleted, that provision will apply with whatever modification is
necessary to make it valid, enforceable and legal.
(h) Entire Agreement: This agreement constitutes the entire agreement between the
parties in relation to its subject matter and no other terms will apply to it. The
terms of this agreement supersede all previous agreements and representations
and will prevail over any inconsistent terms implied by law or trade custom,
practice or course of dealing.
(i) Assignment: This agreement is personal to the Customer and must not be
assigned or novated without FME’s prior written consent. Such consent may be
given or withheld at FME’s absolute discretion. Any purported assignment will be
void and of no effect.

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SCHEDULE 1 - Contract Details

Item 1 FME Contact Details Name: B J Nitin

Telephone: 044-43960900

Mobile: +91-8884211234

Email: bj.nitin@fmc-asia.com

Address:

Fresenius Medical Care India Pvt. Ltd.

(South Branch Office),2nd floor,VTB Center
Old no.4,New no.7,South Boag Road,
T. Nagar, Chennai – 600 017
Item 2 Customer Contact Name: Mr. S. Athani
Details
Telephone:

Mobile: 9448160693

Email:

Address: Belgaum Institute of Medical Science

Dr B R Ambedkar Road
Belgaum-590001
Item 3 Contract No. FME/S/KR/UBL/2019/012
Item 3 Contract Date 15/10/2019
Item 4 Contract type Comprehensive Annual Maintenance Contract
Item 5 Contract term One Year
Item 6 Commencement date 05/11/2019
Item 7 Completion date 04/11/2020
Item 8 Date of next renewal 05/11/2020
Item 9 Rate of interest

SCHEDULE 2 - Devices

Device Location Device Type Serial Number Units

Belgaum Institute of Medical 4008 S NG 6SXAKD57 01
Science 6SXAKD58
4008 S NG 01

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SCHEDULE 3 – Fees

Name of the Model Serial No: Contract fees Tax Total

Device
Hemo Dialysis 4008 S NG 6SXAKD57 47,669.50 8,580.5 56,250.00
Machine
Hemo Dialysis 4008 S NG 6SXAKD58 47,669.50 8,580.5 56,250.00
Machine
Total Value 95,339.00 17,161.00 1,12,500.00

Payment
Total Value including tax ₹ 1, 12,500.00
Payment to be made as In Favour of Fresenius Medical Care India Pvt. Ltd.
After Invoice In Two Terms
(50% at Commencement ,50% after 6 months)
Spare parts CMC: Spare parts will be repaired or replaced and the faulty
parts become the property of FME. The consumables like Water
inlet filter, Diasafe etc. are not included.

The Fees will cover the following costs:

• Labor
• Travel expenses
• Spare parts for included Devices

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SCHEDULE 4 – Services

Breakdown Maintenance, Preventive Maintenance

Scope of Services
(Under this Agreement FME shall carry out Preventive
Maintenance and Breakdown Maintenance. While attending to
breakdown calls, FME may also undertake Preventive Maintenance.)

No. of Breakdown calls N Numbers

No. Preventive Maintenance 2
per year
Depending on Device availability, FME will provide preventative
Preventative Maintenance
maintenance as per the frequency mentioned in this schedule.

Preventive maintenance will be carried out as per the recommendations

and on dates agreed with the Customer.

The Preventive Maintenance kits are not included in this contract and
the same need to be purchased separately.

Upon completion of the preventative maintenance, the service

technician and a representative of the Customer will complete and sign
a service report.

All preventive maintenance work carried out will take place

during Business Days. In the event of any preventive
maintenance work to be carried out outside of Business Days,
an additional charge of Rs. [ ] will apply .
The FME local service department will send a service technician to the
Repairs
customer within 24 hours if the technician is stationed in the same
city/town and 48 hour in case of outstation.

All work carried out will be during business hours. In the event of an
emergency, a technician will be dispatched as soon as possible.

In the event of more than two emergency repair calls per annum arising
outside of business hours, an additional hourly fee of Rs. [__] will
apply. Emergency repair calls arising during [Public holidays] or an
extended weekend/holidays are not included in this agreement and will
be charged separately.

Service and maintenance tasks are conducted on site, however larger

repairs will be facilitated within the FME central repair workshop.

Emergency service contacts:

[B J Nitin - 8884211234]

Summary of Performance

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SCHEDULE 5 – Additional Services

If Services required by Customer are beyond shown in clause 5, FME may provide the additional
Services subject to payment of additional charges at its standard rates from time to time.

Scope of Work Additional charges

SIGNED AS AN AGREEMENT

EXECUTED for and on behalf of Fresenius Medical

Care India Private Limited by authority of the
[Chairman of the Board of] Directors:

............................................................................ ..............................................................................

Signature Signature

…………………………………………………… …………………………………………………….

Name Name

…………………………………………………… ……………………………………………………

Date Date

EXECUTED by the Chief Executive for and on

behalf of The Director Belgaum Institute of
Medical Science in the presence of:

............................................................................ ..............................................................................

Signature of Witness Signature of Chief Executive

…………………………………………………… …………………………………………………….

Name of Witness Name of Chief Executive

…………………………………………………… ……………………………………………………

Date Date

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