Customer Support Agreement

Chennai medical College Hospital an Research Centre

Quote Ref. No: NPAHIFDQ_2

Prepared By: Srikanth Rao_2

Email:Srikanth.Rao1@philips.com
"CLIENT"
Chennai medical College Hospital an
Research Centre
Irungalur
Trichy, 621105
Customer GST #
Quotation Ref: NPAHIFDQ_2
Attn: Administrator. Date: 01-11-2018

Sub : Annual Maintenance Agreement

Dear Sirs,

Realizing the importance you attach to Planned Maintenance, we request you to enter into/ renew an Annual Service Agreement,
subject to the terms and conditions mentioned overleaf. This agreement will come into effect from the date indicated below,
subject to receiving your acceptance together with your Cheque for full payment before the said date.

Please sign the DUPLICATE copy of this Agreement and return it to us in token of your acceptance.
Summary of covered equipment:
1. Period : From 1-Jan-2019 to 31-Dec-2019 / Comprehensive Contract Expiry Date : 31-Dec-2018
Equipment Location Model Location Contract Type PMs Annual Total
Address Serial # Equipment # per (Excl. Taxes) (Excl.
Year HSN: 998719 Taxes)
Chennai medical College Hospital an
Research Centre Intera 1.5T MR Room
Protection 2 INR 3,189,856 INR 3,189,856
Irungalur 30206 52263641
Trichy, 621105
SGST rate 9% : INR 287,087
CGST rate 9% : INR 287,087
Total Amount Payable : INR 3,764,030

2. Period : From 1-Jan-2020 to 31-Dec-2020 / Comprehensive Contract

Equipment Location Model Location Contract PMs Annual Total (Excl.
Address Serial # Equipment # Type per (Excl. Taxes) Taxes)
Year HSN: 998719
Chennai medical College Hospital an
Research Centre Intera 1.5T MR Room
Protection 2 INR 3,189,856 INR 3,189,856+TAX
Irungalur 30206 52263641
Trichy, 621105
3.Period : From 1-Jan-2021 to 31-Dec-2021 / Comprehensive Contract
Equipment Location Model Location Contract PMs Annual Total (Excl.
Address Serial # Equipment # Type per (Excl. Taxes) Taxes)
Year HSN: 998719
Chennai medical College Hospital an
Research Centre Intera 1.5T MR Room
Protection 2 INR 3,189,856 INR 3,189,856+TAX
Irungalur 30206 52263641
Trichy, 621105

Frequency of Service :
Corrective maintenance calls as and when required.

Taxes & other Statutory Levies :

The prices as set out in a Quotation are net of any taxes, local levies etc. including but not limited to value added tax, sales tax,
consumption tax and similar taxes which are imposed by any governmental entity or authority such as GST (the “Taxes”). All Taxes
on the amounts due hereunder, or which otherwise arise out of or are imposed in relation to the supply of Products, shall be borne

Page 1 of 7
by the Customer. If applicable each party shall be responsible for taxes based on its own net income, employment taxes (including
any social taxes) of the personnel engaged by it, and for taxes on any property it owns or leases. Sales tax and other levies as
imposed by Government authority such as GST, if any, will be charged extra as applicable.

Chennai UPS WH Philips India Limited c/o UPS SCS India Pvt Ltd 21, MRH Road, Madhavaram, Chennai-600066
GST #: 33AABCP9487A1ZG
Additional Comments
Comprehensive contract for Initial Intra 1.5T MRI System with Cold head, Helium and Chiller and UPS are covered in this contract.
Magnet, Batteries of UPS, Consumables/accessories/Batteries and other 3rd Party items are not covered in this contract.

Page 2 of 7
GENERAL: (Select / Protection / Uptime) CSA Number: NPAHIFDQ_2

This Agreement is entered into by and between PHILIPS INDIA LIMITED, formerly PHILIPS ELECTRONICS INDIA LIMITED a company
registered under the Companies Act 1956, having its registered office at 3rd Floor, Tower A, DLF IT Park, 08, Block AF, Major
Arterial Road, New Town (Rajarhat), Kolkata — 700156, INDIA and Corporate office inter-alia at 8th Floor, DLF Cyber City, DLF
Phase – III, Sector – 25, Gurgaon, Haryana – 122 002, India , hereinafter referred to as "PIL” (which expression shall unless it be
repugnant to the meaning or context thereof be deemed to mean and include its successors and assigns)

AND
Chennai medical College Hospital an Research Centre having its registered office at, Irungalur, Trichy, 621105

hereinafter referred to as "CLIENT” (which expression shall unless it be repugnant to the meaning or context thereof be deemed
to mean and include its successors and assigns).
Each herein referred to as a “Party” and collectively referred to as the “Parties”.
NOW IT IS HEREBY AGREED AND DECLARED, AS FOLLOWS:
1. NATURE OF THE CONTRACT:
The CLIENT has installed the aforementioned equipment(s) at its premises. PIL has agreed to provide maintenance services
to CLIENT for the equipment(s) detailed overleaf on basis of terms and conditions given hereunder.

2. SCOPE OF THE CONTRACT:

2.1 Under this Agreement PIL shall provide planned maintenance to keep the CLIENT’s equipment in good working order.

2.2 For planned maintenance PIL shall make visits on dates mutually convenient to CLIENT and PIL. During these planned
maintenance calls PIL may also undertake breakdown maintenance work wherever possible.

It does not include major overhauls including but not limited to shifting of Equipments, reinstallation at other sites, etc
which will be charged for separately on basis of estimates of repair submitted to CLIENT.

2.3 PIL will depute their Customer Support Engineer for breakdown call within reasonable time from receipt of the call from
CLIENT. PIL shall not be responsible for delay in servicing due to non-availability of spares or due to any reasons beyond its
control like at the event of natural calamities, strikes, etc.

2.4 PIL’s service shall be provided during normal working hours i.e. from 9.00 a.m. to 5.00 p.m. excluding weekly and public
holidays. The customer should register a Complaint with our Customer Care Solution Center at our Toll free Number
18004196788. Working hours shall be reckoned from the time the Customer Support Engineer leaves PIL until he returns
to Headquarters.
Service work not covered under this contract shall be charged at PIL’s standard ruling rates plus the travel expenses at
actual.
2.5 Any defects in the electrical installation and/or wiring outside the equipment(s) or power supply fluctuation or equipment
not covered by this Agreement will be rectified by CLIENT at his own cost.
2.6 It shall be CLIENT’s obligation to provide proper environment conditions as advised at the time of installation of the
equipment(s). PIL shall not be responsible for any damage or loss or malfunctioning of the System or Equipment due to
nonavailability of proper environmental conditions.
2.7 PIL shall not be responsible to carry out the repairs where:
i. Repairs and/or modifications are required due to applications/usages other than those for which the equipment is
designed.
ii. The equipment is opened/serviced/repaired or modified by any unauthorized agency/personnel.
iii.The equipment has been disabled by Natural Calamities (like Earth Quake, Floods, Fire, riots etc), accidents, explosion,
tampering, neglect or misuse, failure of electrical power, air-conditioning, humidity control or causes other than
ordinary use.

Page 3 of 7
 iv.Natural wear and tear has taken its toll.
v. In PIL’s opinion, equipment is irreparable.
2.8 PIL shall not be liable for any loss, direct or indirect due to faulty operations/application of the equipment(s). PIL shall also
not be responsible for any indirect, special, incidental, or consequential damages of any character including, without
limitation, damages for loss of goodwill, work stoppage, equipment failure or malfunction, or any and all other commercial
damages or losses, even if PIL shall have been informed of the possibility of such damages, or for any claim by any other
party. Further, in no event shall liability of PIL or its employees or agents under any provision of this agreement exceed the
service or maintenance charges paid to PIL for the annual maintenance.

2.9 The Agreement shall be entered into by PIL after checking the equipment for its satisfactory working. If any repairs are
considered necessary to bring the equipment(s) in good working condition before taking over for service contract
purposes, such repairs will be charged for separately. This clause shall not apply if the Agreement is entered immediately
after the expiry of warranty period or at the time of renewal of an existing Agreement with PIL.

2.10 CLIENT will give to PIL Customer Support Engineer full access to the equipment(s) to enable him provide maintenance
service. CLIENT will provide to PIL Customer Support Engineer all necessary operating and service manuals for the
equipment(s) covered by this contract. CLIENT will provide full support and acceptance to PIL to access the equipment (s)
through Philips Remote Service network to monitor system performance and utilization whenever applicable. Also
assistance by CLIENT’s staff working on the system familiar with the programs will be extended to PIL engineer as and
when required.
2.11 In case repairs are not possible at site, the equipment /subassemblies/ field replacement units may be brought to PIL’s
workshop for repairs. The equipment will be at PIL’s premises at CLIENT’s risk. However, if the CLIENT so desires, PIL shall
arrange an insurance cover at CLIENT’s cost.
2.12 Accessories like ECG cables, probes, (other than what is specified) cuffs, tubing, internal paddles, pacer pads etc & battery,
plugging accessories are not covered in the contract.
If the part(s) supplied are under exchange program, the defective part(s) will be retained by PIL for re-exporting.

2.13 PIL on its own, without any prior notice may increase the contract price for Cryogen services (Applies only to MRI Service)
if the Consumer Price Index (CPI) for open market crude helium prices, as reported by the Bureau of Land Management
(BLM), is increased by five percent (5%) or more during any 12 month period.

3. ASSIGNMENT:
The CLIENT shall not assign this agreement or any part thereof or any benefit there under to any third party without
written consent of PIL.
In the event of change of ownership of the equipment this agreement stands terminated and no refund of any amount
shall be made to the CLIENT.
4. MOVEMENT OF SYSTEM TO A NEW LOCATION:
No equipment or part thereof shall be moved from the location mentioned in this agreement without written consent of
PIL. In case of change in location, PIL shall have the right to terminate this agreement and/or revise the maintenance
charges.
All charges and expenses for movement of the equipment to the new location and charges for dismantling, reinstallation,
checking and commissioning shall be payable by the CLIENT. Transit insurance also shall be the responsibility of the
CLIENT.

5. SPARE PARTS:
This contract will not cover any consumables or accessories unless specifically agreed in writing.

6. PAYMENT TERMS : Prepaid / Advance

The first visit under this contract will generally be made after payment is received by PIL. If the payment is not received by
PIL as specified above, PIL shall be at liberty to terminate this Agreement without prejudice to their rights and recover the
amount towards charges for services if any rendered at their standard rates.
7. RENEWAL:

Page 4 of 7
 On expiry of the period mentioned earlier, this Agreement stands automatically renewed on a year-to-year basis subject to
mutual consent/revision of charges unless notice of termination is given as in clause 8. Our Standard price Escalation is
10% over Last Year’s Tax excluded Price (same configuration).
8. TERMINATION:
This contract may be terminated at any time by either party on serving 30 days prior written notice to other party.

9. ARBITRATION:
I) Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or of
interpretation or meaning of any term hereof or as to any claim by one against the other, or otherwise or invalidity,
the disputing Part shall give written notice to the other Party to resolve or settle such dispute through mutual
discussion and negotiations. If no settlement can be reached within 30 calendar days after such dispute has arisen,
then the same shall be refereed to sole arbitrator to be appointed by PIL and the arbitration shall be governed by
the Arbitration and Conciliation Act, 1996. The place of arbitration shall be Gurgaon. The language to be used in
the arbitration proceedings shall be English.

II) This Agreement shall be governed by the Indian laws.

10. MULTIYEAR CONTRACTS:
If the present contract is a special multiyear contract at a discounted price and hence customer shall ensure absolute
continuity for the entire duration. If the customer terminates the contract before the date of expiry, for any reason,
customer shall be required pay for all the parts replaced from the start of the contract as per PIL's prevailing prices, in
addition to the annual maintenance charges paid under the Contract.

11. REGULATORY COMPLIANCE:

11.1 PNDT COMPLIANCE :
I) The CLIENT have read and understood the regulations under following Act and Rules :
a) The Pre-natal Diagnostic Techniques (Regulation and Prevention of Misuse) Act 1994.
b) The Pre-natal diagnostic Techniques (Regulation and Prevention of Misuse) Rules, 1996.
c) Pre-natal Diagnostics Techniques (Regulation and Prevention of Misuse) Amendment Act, 2002.

d) The Pre-natal Diagnostics Techniques (Regulation and Prevention of Misuse) RULES, 2011.
II) The CLIENT shall assure to take appropriate action to comply with regulation by taking following actions:

a) Client shall ensure to communicate to Appropriate authority (PC &PNDT) regarding any further inclusion of
ultrasound machines/imaging machines or any other equipment, capable of detecting sex of foetus
inclusion to institution and ensure to complete registration.

b)The CLIENT shall ensure to send to the concerned Appropriate Authority, once a month a complete report in
respect of preconception and pregnancy related procedures conducted by them in respect of each
month by 5th days of following month.
c) The CLIENT shall ensure to maintain valid PC &PNDT registration issued for its Diagnostic
Centre/Hospital and ensure that such equipment shall not be used by any non authorised person. The
CLIENT shall ensure to submit application for renewal within thirty days before the date of expiry of the
certificate of registration, copy of Acknowledgement of receipt of such application issued by the
appropriate authority to be provided to Philips.
d) The CLIENT shall ensure to inform the Appropriate Authority as per law prior to disposal of existing US unit
either to Philips or to any other third party.
e) CLIENT shall strictly comply with the provisions of Pre-natal Diagnostic Techniques (Regulation and
Prevention of Misuse) Act 1994, 2003 and Rules1996, 2011 and shall indemnify and keep Philips India
Limited and its officers indemnified against any claim whatsoever that may arise due to our failure or
noncompliance with the requirements of Pre-natal Diagnostic Techniques (Regulation and Prevention
of Misuse) Act 1994, 2003 and Rules 1996, 2011.
11.2 AERB COMPLIANCE:

Page 5 of 7
 I) The CLIENT has read and understood the AERB Regulations issued by the Atomic Energy Regulatory Board mentioned
below:(i)Atomic Energy Act, 1962(ii)Radiation Protection Rules, 1971(iii)Radiation Surveillance
Procedures For Medical Applications of Radiation, 1989(iv)AERB Safety Code No. AERB/SC/MED-2 (Rev-1) 2001.

II) The CLIENT will be responsible for ensuring radiation safety in work area, availability of RSO and qualified personnel for
handling of X-ray equipment, and providing them requisite equipment and facilities to discharge their duties. The
CLIENT shall also be responsible for ensuring that personnel monitoring devices are made available to the radiation
workers. He/she shall inform the competent authority of any change in equipment or staff including
RSO.
III) The CLIENT shall ensure that persons handling medical X-ray diagnostic equipment duly abide by the provisions of
AERB SAFETY CODE NO. AERB/SC/MED-2 (Rev. 1); AERB/RF-MED/SC-2 (Rev. 2) and its amendments.

IV) The CLIENT shall also implement any other measures of safety as the competent authority may stipulate at any
time in each individual case, without delay.
V) Under no circumstance the CLIENT shall allow for servicing / Installation of medical equipment without having lay out
approval from AERB.
VI) The CLIENT shall be solely and exclusively responsible for carrying out Acceptance test once in two years as per
AERB.
VII) The CLIENT shall be solely and exclusively responsible for further compliance of the medical equipment and shall
indemnify and keep PIL and its members indemnified against any claim whatsoever that may arise due to failure or
non-compliance with the requirements of the Atomic Energy Act, 1962 & AERB Safety Code No. AERB/SC/MED-2
(Rev-1) 2001, AERB/RF-MED/SC-2 (Rev. 2) and its amendments.

12. CUSTOMER INFORMATION

Philips GST #: 33AABCP9487A1ZG
Customer email id for digital invoice:
Customer contact number for commercial communication:
13. CONTACT ADDRESS:
For this contract please contact:
Name: Srikanth Rao_2
Title:
Tel. No.:
Mobile: +91 9900193986
Address:

Signed by: P Sankar

Title: Regional Customer Service Manager - South Region
Philips India Limited
Address:
(formely "Philips Electronics India Limited")

3rd Floor, C- block, Sunny Side

Door no. 8/17, Shafee Mohammed Road, (off.Greams Road), Chennai–
600006, India.
Tel.: +91 44 66501000

Date: 11/1/2018
Payment Details:

Page 6 of 7
Accepted by: The Administrator

Address: Chennai medical College Hospital an Research Centre

Irungalur
Trichy, 621105
Note : This contract form is to be executed by the holder, in duplicate, one copy to be returned to Philips India Limited, and
one copy to be retained by the customer.

Page 7 of 7