Service Agreement Metrohm

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4/29/2021 
C      
SERVICES AGREEMENT 
(Not Construction Related) 
WATER QUALITY EQUIPMENT MAINTENANCE 
 
This Services Agreement ("Agreement") is entered into and effective between the CITY OF GLENDALE, an 
Arizona municipal corporation ("City") and Brinkmann Instruments, a Delaware, Corporation, doing business as 
Metrohm, USA, Inc. ("Consultant") as of the _____ day of _________________, 2023 (“Effective Date”). 
RECITALS 
A. 
City intends to undertake a project for the benefit of the public and with public funds (the "Project"); 
B. 
City desires to retain the professional services of Consultant to perform certain specific duties and produce 
the specific work as set forth in the attached Exhibit B, Project Scope of Work (“Scope”); 
C. 
Consultant desires to provide City with services (“Services”) consistent with industry-best practices and the 
standards set forth in this Agreement, in order to complete the Project; and 
D. 
City and Consultant desire to memorialize their agreement with this document. 
AGREEMENT 
 
The parties hereby agree as follows: 
 
1. 
Key Personnel; Other Consultants and Subcontractors. 
1.1 
Services.  Consultant will provide all Services necessary to assure the Project is completed timely 
and efficiently consistent within Project requirements, including, but not limited to, working in 
close interaction and interfacing with City and its designated employees, and working closely with 
others, including other consultants or contractors, retained by City.  
2. 
Schedule.  The Services will be undertaken in a manner that ensures the Project is completed timely and 
efficiently in accordance with the Project. Nevertheless, this Agreement terminates three years from the 
effective date.  
3. 
Consultant’s Work. 
3.1 
Standard.  Consultant must perform Services in accordance with the standards of due diligence, 
care, and quality prevailing among consultants having substantial experience with the successful 
furnishing of Services for projects that are equivalent in size, scope, quality, and other criteria under 
the Project and identified in this Agreement. 
3.2 
Licensing.  Consultant warrants that: 
a. 
Consultant currently holds all appropriate and required licenses, registrations and other 
approvals necessary for the lawful furnishing of Services ("Approvals"); and 
b. 
Neither Consultant nor any Subconsultant has been debarred or otherwise legally excluded 
from contracting with any federal, state, or local governmental entity ("Debarment"). 
(1) 
City is under no obligation to ascertain or confirm the existence or issuance of any 
Approvals or Debarments, or to examine Consultant's contracting ability. 
(2) 
Consultant must notify City immediately if any Approvals or Debarment changes 
during the Agreement's duration. The failure of the Consultant to notify City as 
required will constitute a material default under the Agreement.

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4/29/2021 
 
3.3 
Compliance.   
a. 
Services will be furnished in compliance with applicable federal, state, county and local 
statutes, rules, regulations, ordinances, building codes, life safety codes, and other 
standards and criteria designated by City. 
b. 
Consultant must not discriminate against any employee or applicant for employment on 
the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation, 
gender identity or expression, genetic characteristics, familial status, U.S. military veteran 
status or any disability. Consultant will require any Sub-contractor to be bound to the same 
requirements as stated within this section. Consultant, and on behalf of any subcontractors, 
warrants compliance with this section.  
3.4 
Work Product. 
a. 
Ownership.  Upon receipt of payment for Services furnished, Consultant grants to City 
exclusive ownership of and all copyrights, if any, to evaluations, reports, drawings, 
specifications, project manuals, surveys, estimates, reviews, minutes, all "architectural 
work" as defined in the United States Copyright Act, 17 U.S.C § 101, et seq., and other 
intellectual work product as may be applicable ("Work Product"). 
(1) 
This grant is effective whether the Work Product is on paper (e.g., a "hard copy"), 
in electronic format, or in some other form. 
(2) 
Consultant warrants, and agrees to indemnify, hold harmless and defend City for, 
from and against any claim that any Work Product infringes on third-party 
proprietary interests. 
b. 
Delivery.  Consultant will deliver to City copies of the preliminary and completed Work 
Product promptly as they are prepared. 
c. 
City Use. 
(1) 
City may reuse the Work Product at its sole discretion. 
(2) 
In the event the Work Product is used for another project without further 
consultations with Consultant, the City agrees to indemnify and hold Consultant 
harmless from any claim arising out of the Work Product. 
(3) 
In such case, City will also remove any seal and title block from the Work Product. 
4. 
Compensation for the Project. 
4.1 
Compensation.  Consultant's compensation for the Project, including those furnished by its 
Subconsultants or Subcontractors will not exceed $70,000 as specifically detailed in Exhibit D 
("Compensation"). 
4.2 
Change in Scope of Project.  The Compensation may be equitably adjusted if the originally 
contemplated Scope as outlined in the Project is significantly modified. 
a. 
Adjustments to Compensation require a written amendment to this Agreement and may 
require City Council approval. 
b. 
Additional services which are outside the Scope of the Project contained in this Agreement 
may not be performed by the Consultant without prior written authorization from the City. 
c. 
Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should 
any conflict arise between the provisions of this Agreement and the provisions found in 
the Exhibits and accompanying attachments, the provisions of this Agreement shall take 
priority and govern the conduct of the parties.

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4.3 
Allowances.  An “Allowance” may be identified only for work that is required by the Scope and the 
value of which cannot reasonably be quantified at the time of this Agreement. 
a. 
As stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts 
and any unused allowance at the completion of the Project will remain with City. 
b. 
Consultant may not add any mark-up for work identified as an Allowance and which is to 
be performed by a Subconsultant. 
c. 
Consultant will not use any portion of an Allowance without prior written authorization 
from the City. 
d. 
Examples of Allowance items include, but are not limited to, subsurface pothole 
investigations, survey, geotechnical investigations, public participation, radio path studies 
and material testing. 
5. 
Billings and Payment. 
5.1 
Applications. 
a. 
Consultant will submit monthly invoices (each, a "Payment Application") to City's Project 
Manager and City will remit payments based upon the Payment Application as stated 
below. 
b. 
The period covered by each Payment Application will be one calendar month ending on 
the last day of the month. 
5.2 
Payment. 
a. 
After a full and complete Payment Application is received, City will process and remit 
payment within 30 days. 
b. 
Payment may be subject to or conditioned upon City's receipt of: 
(1) 
Completed work generated by Consultant and its Subconsultants; and 
(2) 
Unconditional waivers and releases on final payment from all Subconsultants as 
City may reasonably request to assure the Project will be free of claims arising 
from required performances under this Agreement. 
5.3 
Review and Withholding.  City's Project Manager will timely review and certify Payment 
Applications. 
a. 
If the Payment Application is rejected, the Project Manager will issue a written listing of 
the items not approved for payment. 
b. 
City may withhold an amount sufficient to pay expenses that City reasonably expects to 
incur in correcting the deficiency or deficiencies rejected for payment. 
6. 
Termination. 
6.1 
For Convenience.  City may terminate this Agreement for convenience, without cause, by 
delivering a written termination notice stating the effective termination date, which may not be less 
than 15 days following the date of delivery. 
a. 
Consultant will be equitably compensated for Services furnished prior to receipt of the 
termination notice and for reasonable costs incurred. 
b. 
Consultant will also be similarly compensated for any approved effort expended, and 
approved costs incurred, that are directly associated with Project closeout and delivery of 
the required items to the City. 
6.2 
For Cause.  City may terminate this Agreement for cause if Consultant fails to cure any breach of 
this Agreement within seven days after receipt of written notice specifying the breach.

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a. 
Consultant will not be entitled to further payment until after City has determined its 
damages. If City's damages resulting from the breach, as determined by City, are less than 
the equitable amount due but not paid Consultant for Services furnished, City will pay the 
amount due to Consultant, less City's damages, in accordance with the provisions of Sec. 5. 
b. 
If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay 
the difference to City immediately upon demand; however, Consultant will not be subject 
to consequential damages more than $1,000,000 or the amount of this Agreement, 
whichever is greater. 
7. 
Conflict.  Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for 
cancellation of this Agreement in the event any person who is significantly involved in initiating, 
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or 
consultant of any other party to this Agreement. 
8. 
Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain 
insurance against claims for injuries to persons or damages to property which may arise from or in 
connection with the performance of all tasks or work necessary to complete the Project as herein defined. 
Such insurance shall cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors. 
8.1 
Minimum Scope and Limit of Insurance.  Coverage must be at least as broad as: 
a. 
Commercial General Liability (CGL):  Insurance Services Office Form CG 00 01, 
including products and completed operations, with limits of no less than $1,000,000 per 
occurrence for bodily injury, personal injury, and property damage. If a general aggregate 
limit applies, either the general aggregate limit shall apply separately to this project/location 
or the general aggregate limit shall be twice the required occurrence limit. 
b. 
Automobile Liability:  Insurance Services Office Form Number CA 0001 covering Code 1 
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property 
damage. 
c. 
Worker’s Compensation:  Insurance as required by the State of Arizona, with Statutory 
Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per 
accident for bodily injury or disease. 
8.2. 
Indemnification. 
a. 
To the fullest extent permitted by law, Consultant must defend, indemnify, and hold 
harmless City and its elected officials, officers, employees and agents (each, an 
"Indemnified Party," collectively, the "Indemnified Parties") for, from, and against any and 
all claims, demands, actions, damages, judgments, settlements, personal injury (including 
sickness, disease, death, and bodily harm), property damage (including loss of use), 
infringement, governmental action and all other losses and expenses, including attorneys' 
fees and litigation expenses (each, a "Demand or Expense" collectively "Demands or 
Expenses") asserted by a third-party (i.e. a person or entity other than City or Consultant) 
and that arises out of or results from the breach of this Agreement by the Consultant or 
the Consultant’s negligent actions, errors or omissions (including any Subconsultant or 
Subcontractor or other person or firm employed by Consultant), whether sustained before 
or after completion of the Project. 
b. 
This indemnity and hold harmless provision applies even if a Demand or Expense is in 
part due to the Indemnified Party's negligence or breach of a responsibility under this 
Agreement, but in that event, Consultant will be liable only to the extent the Demand or 
Expense results from the negligence or breach of a responsibility of Consultant or of any 
person or entity for whom Consultant is responsible. 
c. 
Consultant is not required to indemnify any Indemnified Parties for, from, or against any 
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault 
solely attributable to the Indemnified Party.

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4/29/2021 
 
8.3 
Other Insurance Provisions.  The insurance policies required by the Section above must contain, 
or be endorsed to contain the following insurance provisions: 
a. 
The City, its officers, officials, employees and volunteers are to be covered as 
additional insureds of the CGL and automobile policies for any liability arising from or 
in connection with the performance of all tasks or work necessary to complete the Project 
as herein defined. Such liability may arise, but is not limited to, liability for materials, parts 
or equipment furnished in connection with any tasks, or work performed by Consultant or 
on its behalf and for liability arising from automobiles owned, leased, hired or borrowed 
on behalf of the Consultant. General liability coverage can be provided in the form of an 
endorsement to the Consultant’s existing insurance policies, provided such endorsement is 
at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37, if later 
revisions are used. 
b. 
For any claims related to this Project, the Consultant’s insurance coverage shall be 
primary insurance with respect to the City, its officers, officials, employees, and 
volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, 
employees or volunteers shall be in excess of the Consultant’s insurance and shall not 
contribute with it. 
c. 
Each insurance policy required by this Section shall provide that coverage shall not be 
canceled, except after providing notice to the City. 
8.4 
Acceptability of Insurers.  Insurance is to be placed with insurers with a current A.M. Best rating of 
no less than A: VII, unless the Consultant has obtained prior approval from the City stating that a 
non-conforming insurer is acceptable to the City. 
8.5 
Waiver of Subrogation.  Consultant hereby agrees to waive its rights of subrogation which 
any insurer may acquire from Consultant by virtue of the payment of any loss. Consultant agrees 
to obtain any endorsement that may be necessary to effect this waiver of subrogation. The 
Workers’ Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City 
for all work performed by the Consultant, its employees, agent(s) and subcontractor(s). 
8.6 
Verification of Coverage.  Within 15 days of the Effective Date of this Agreement, Consultant shall 
furnish the City with original certificates and amendatory endorsements, or copies of any applicable 
insurance language making the coverage required by this Agreement effective. All certificates and 
endorsements must be received and approved by the City before work commences. Failure to 
obtain, submit or secure the City’s approval of the required insurance policies, certificates or 
endorsements prior to the City’s agreement that work may commence shall not waive the 
Consultant’s obligations to obtain and verify insurance coverage as otherwise provided in this 
Section. The City reserves the right to require complete, certified copies of all required insurance 
policies, including any endorsements or amendments, required by this Agreement at any time 
during the Term stated herein. 
Consultant’s failure to obtain, submit or secure the City’s approval of the required insurance 
policies, certificates or endorsements shall not be considered a Force Majeure or defense for any 
failure by the Consultant to comply with the terms and conditions of the Agreement, including any 
schedule for performance or completion of the Project. 
8.7 
Subcontractors.  Consultant shall require and shall verify that all subcontractors maintain insurance 
meeting all requirements of this Agreement. 
8.8  
Special Risk or Circumstances.  The City reserves the right to modify these insurance requirements, 
including any limits of coverage, based on the nature of the risk, prior experience, insurer, coverage 
or other circumstances unique to the Consultant, the Project or the insurer. 
9. 
E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Consultant warrants 
its compliance and that of its Subconsultants with all federal immigration laws and regulations that relate to

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their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Consultant 
or Subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement and may 
result in the termination of the Agreement by the City under the terms of this Agreement. The City retains 
the legal right to randomly inspect the papers and records of the other party to ensure that the other party is 
complying with the above-mentioned warranty. The Consultant and Subconsultant warrant to keep their 
respective papers and records open for random inspection during normal business hours by the other party. 
The Consultant and Subconsultant shall cooperate with the City’s random inspections, including granting 
the City entry rights onto their respective properties to perform the random inspections and waiving their 
respective rights to keep such papers and records confidential. 
10.  
No Boycott of Israel.  To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby 
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, 
a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393. 
11. 
Attestation of PCI Compliance.  When applicable, the Contractor will provide the City annually with a 
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an 
officer of Contractor with oversight responsibility. 
12. 
Notices. 
12.1 
A notice, request or other communication that is required or permitted under this Agreement (each 
"Notice") will be effective only if: 
a. 
The Notice is in writing; and 
b. 
Delivered in person or by overnight courier service (delivery charges prepaid), certified or 
registered mail (return receipt requested). 
c. 
Notice will be deemed to have been delivered to the person to whom it is addressed as of 
the date of receipt, if: 
(1) 
Received on a business day before 5:00 p.m. at the address for Notices identified 
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier 
service; or 
(2) 
As of the next business day after receipt, if received after 5:00 p.m. 
d. 
The burden of proof of the place and time of delivery is upon the Party giving the Notice. 
e. 
Digitalized signatures and copies of signatures will have the same effect as original 
signatures. 
12.2 
Representatives. 
a. 
Consultant.  Consultant's representative (the "Consultant's Representative") authorized to 
act on Consultant's behalf with respect to the Project, and his or her address for Notice 
delivery is: 
Brinkmann Instruments Inc., dba Metrohm USA, Inc. 
c/o Anita Young 
9250 Camden Field Parkway 
Riverview, FL  33578 
 
b. 
City.  City's representative ("City's Representative") authorized to act on City's behalf, and 
his or her address for Notice delivery is: 
City of Glendale 
c/o  Julie Ossege 
7070 W. Northern Avenue 
Glendale, Arizona  85303

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With required copy to: 
City Manager 
City Attorney 
City of Glendale 
City of Glendale 
5850 West Glendale Avenue 
5850 West Glendale Avenue 
Glendale, Arizona  85301 
Glendale, Arizona  85301 
c. 
Concurrent Notices. 
(1) 
All notices to City's representative must be given concurrently to City Manager 
and City Attorney. 
(2) 
A notice will not be deemed to have been received by City's representative until 
the time that it has also been received by the City Manager and the City Attorney. 
(3) 
City may appoint one or more designees for the purpose of receiving notice by 
delivery of a written notice to Consultant identifying the designee(s) and their 
respective addresses for notices. 
13. 
Entire Agreement; Survival; Counterparts; Signatures. 
13.1 
Integration.  This Agreement contains, except as stated below, the entire agreement between City 
and Consultant and supersedes all prior conversations and negotiations between the parties 
regarding the Project or this Agreement. 
a. 
Neither Party has made any representations, warranties or agreements as to any matters 
concerning the Agreement's subject matter. 
b. 
Representations, statements, conditions, or warranties not contained in this Agreement will 
not be binding on the parties. 
c. 
Inconsistencies between the solicitation, any addenda attached to the solicitation, the 
response or any excerpts, if any, and this Agreement, will be resolved by the terms and 
conditions stated in this Agreement. 
13.2 
Interpretation. 
a. 
The parties fairly negotiated the Agreement's provisions to the extent they believed 
necessary and with the legal representation they deemed appropriate. 
b. 
The parties are of equal bargaining position and this Agreement must be construed equally 
between the parties without consideration of which of the parties may have drafted this 
Agreement. 
c. 
The Agreement will be interpreted in accordance with the laws of the State of Arizona. 
13.3 
Survival.  Except as specifically provided otherwise in this Agreement, each warranty, 
representation, indemnification and hold harmless provision, insurance requirement, and every 
other right, remedy and responsibility of a Party, will survive completion of the Project, or the 
earlier termination of this Agreement. 
13.4 
Amendment.  No amendment to this Agreement will be binding unless in writing and executed by 
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement. 
Any amendment may be subject to City Council approval. 
13.5 
Remedies.  All rights and remedies provided in this Agreement are cumulative and the exercise of 
any one or more right or remedy will not affect any other rights or remedies under this Agreement 
or applicable law. 
13.6 
Severability.  If any provision of this Agreement is voided or found unenforceable, that 
determination will not affect the validity of the other provisions, and the voided or unenforceable 
provision will be reformed to conform with applicable law.

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13.7 
Counterparts.  This Agreement may be executed in counterparts, and all counterparts will together 
comprise one instrument. 
14. 
Term.   
14.1 
The term of this Agreement commences upon the effective date and continues for a (3) three year 
period. There are no automatic renewals.  
14.2 
Extension for Procurement Processes.  Upon the expiration of the Term of this Agreement, 
including the initial term and any renewals, at the City’s sole discretion, this Agreement may be 
extended on a month-to-month basis for a maximum of six (6) months to allow for the City to 
complete its procurement process to select a vendor to provide the services/materials similar to 
those provided under this Agreement.  The City will notify the Contractor in writing of its intent to 
extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term.  Any 
extension provided under this subsection will continue under the same terms and conditions as in 
effect immediately prior to the expiration of the then-current term.  
15. 
Dispute Resolution.  Any controversy or claim arising out of or relating to this contract, or the breach 
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s 
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any 
court having jurisdiction thereof. 
16. 
Exhibits.  The following exhibits, with reference to the term in which they are first referenced, are 
incorporated by this reference. 
Exhibit A 
Project 
Exhibit B 
Scope of Work 
Exhibit C 
Schedule 
Exhibit D 
Compensation 
 
 
 
[SIGNATURES ON FOLLOWING PAGE.]

The parties enter into this Agr
\
ement effective as of the date shown above.
ATTEST:
Julie K. Bower
City Clerk
APPROVED AS TO FORM:
Michael D. Bailey
City Attorney
I 
I 
I 
(SEAL)
I 
I 
I 
I 
I 
I 
I 
I 
\ 
City of Glendale,
an Arizona municipal corporation
By: Kevin R. Phelps
I ts: City Manager
Brinkmann Instrument Inc., dba Metrohm USA
Inc.,
a Delaware Corporation
::J:?,,ick
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R
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I ts: Authorized Representative
4/29/2021

EXHIBIT A 
Services Agreement 
PROJECT 
Water Services, Water Quality Division currently has (2) two Brinkmann's  ION Chromatograph instruments used 
to analyze water samples per regulatory requirements.  Brinkmann Instruments is the only authorized representative 
to service and repair Brinkmann Instruments.

EXHIBIT B 
Services Agreement 
SCOPE OF WORK 
Consultant will provide the following as part of the service agreement: 
 
1. (1) one annual performance maintenance service visit per year for (3) years, inlcuding inspection and 
replacement of all wet/wearable consumable maintenance parts. 
2. Priority response for repairs including travel, labor and parts 
3. Dedicated technical support hotline with TeamViewer interactive online support 
4. 25% discount on training courses held at a MUSA facility 
5. 5% discount on consumables 
6. Software and firmware updates

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EXHIBIT C 
Services Agreement 
SCHEDULE 
 
Consultant will provide annual performance maintenance service visit for (3) three years.  All other services included 
will be on an as needed basis.

EXHIBIT D 
Services Agreement 
COMPENSATION 
NOT-TO-EXCEED AMOUNT 
The total amount of compensation paid to Consultant for full completion of all work required by the Project during 
the entire term of the Project must not exceed $70,000.  
DETAILED PROJECT COMPENSATION 
Consultant will be compensated annually as listed: 
Year 1 $21,007.00 + any applicable taxes 
Year 2 $21,846.00 + any applicable taxes 
Year 3 $22,722.00 + any applicable taxes

SERVICE QUOTATION 
 
Quotation Number QUO-136290-N4L0T9-0 
 
Print date: 3/30/2023 6:19:37 PM 
Page 1 of 5 
TO PLACE YOUR ORDER 
Email: ServiceSupport@MetrohmUSA.com 
Metrohm USA, Inc. 
9250 Camden Field Parkway, Riverview, FL 33578 
Toll-free: 866-METROHM (638-7646) • Fax: 813-316-4900 • www.metrohm.com 
Credit card payments incur a 3% surcharge *FOBD PrePay & Add 
 
Delivery Address 
City of Glendale 
Water Quality 
28101 N 63rd Ave 
Glendale, AZ 85304-9999 
United States 
Delivery Contact 
Linda Andrews 
Phone: 623-930-3897 
Email: landrews@glendaleaz.com 
 
 
Quote Term . . . . . . . . . . . . . . .  3/30/2023 - 6/30/2023 
Shipping Method  . . . . . . . . .  Best Way (UPS) 
Payment Terms  . . . . . . . . . . .  30 days net 
Terms of Delivery . . . . . . . . . .  Free On Board 
Agreement Ref #  . . . . . . . . . . CNR-000000694-1 
 
 
 
Dear Linda  
 
Thank you for considering Metrohm USA products and services. I am pleased to send you this quotation for your 
item(s) of interest.  
 
To place an order the following are required: 
• 
Purchase order MUST reference Quote #: QUO-136290-N4L0T9 
• 
Reference deviations from Metrohm USA T&C 
• 
If this purchase is Tax Exempt, you must supply a Tax Exempt certificate with Purchase Order 
• 
Contact Customer Support Department 
o 
Email: ServiceSupport@MetrohmUSA.com 
o 
Call: 866-METROHM (638-7646) Opt 4  
o 
Fax: 813-316-4900 
 
If you have any questions or would like to amend this document, please feel free to contact us. 
 
Sincerely, 
 
Anita Young 
Inside Service Sales 
anita.young@metrohmusa.com

SERVICE QUOTATION 
 
Quotation Number QUO-136290-N4L0T9-0 
 
Print date: 3/30/2023 6:19:37 PM 
Page 2 of 5 
TO PLACE YOUR ORDER 
Email: ServiceSupport@MetrohmUSA.com 
Metrohm USA, Inc. 
9250 Camden Field Parkway, Riverview, FL 33578 
Toll-free: 866-METROHM (638-7646) • Fax: 813-316-4900 • www.metrohm.com 
Credit card payments incur a 3% surcharge *FOBD PrePay & Add 
 
Line Item no. 
Description 
Asset 
Qty. 
Unit Price 
Total 
1 
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * 
 
 
2 
* * 3 YEAR TOTAL CARE SERVICE AGREEMENT * * 
 
 
3 
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * 
 
 
4 
* YEAR 1  * START DATE 8/2/2023 TO 8/1/2024 * 
 
 
5 
SER-IC11352 
Prime GLOBAL - IC Sample Center 
1889002003314 
1 
$2,458.00 
$2,458.00 
6 
SER-IC28542 
Prime GLOBAL - PROFIC DUAL IC PUMP 
w/wo cond detector 
1940000028133 
1 
$8,246.00 
$8,246.00 
7 
Includes: 800 Dosino SN 1800003027740 & 807-2 mL Dosing Unit SN 30040450 
 
 
8 
SER-IC18002 
Prime GLOBAL - BURET AND DRIVE 
COMBO (IC) 
1800003027746 
1 
$1,481.00 
$1,481.00 
9 
Includes: 807-10 mL Dosing Unit SN 30056066 
 
 
10 
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
 
 
11 
- Merging instruments from Total Care service agreement CNR-000000637 - 
 
 
12 
- Renew under CNR-000000694-1 - 
 
 
13 
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
 
 
14 
SER-IC10102 
Prime GLOBAL - AUTOSAMPLER 
1858002006441 
1 
$812.00 
$812.00 
15 
SER-IC18842 
Prime GLOBAL - COMPACT UNIT with 
one (1) buret 
1930200039151 
1 
$5,048.00 
$5,048.00 
16 
Includes: 800 Dosino SN 1800001095925 & 807-2 mL Dosing Unit SN 00935130 
 
 
17 
SER-IC18732 
Prime GLOBAL - EXTENSION MODULE 
1941001009121 
1 
$1,481.00 
$1,481.00 
18 
SER-IC18002 
Prime GLOBAL - BURET AND DRIVE 
COMBO (IC) 
1800001092685 
1 
$1,481.00 
$1,481.00 
19 
Includes: 807-50 mL Dosing Unit SN 30001427 
 
 
20 
Subtotal 
 
$21,007.00 
21 
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * 
 
 
22 
* YEAR 2  * START DATE 8/2/2024 TO 8/1/2025 *

SERVICE QUOTATION 
 
Quotation Number QUO-136290-N4L0T9-0 
 
Print date: 3/30/2023 6:19:37 PM 
Page 3 of 5 
TO PLACE YOUR ORDER 
Email: ServiceSupport@MetrohmUSA.com 
Metrohm USA, Inc. 
9250 Camden Field Parkway, Riverview, FL 33578 
Toll-free: 866-METROHM (638-7646) • Fax: 813-316-4900 • www.metrohm.com 
Credit card payments incur a 3% surcharge *FOBD PrePay & Add 
 
Line Item no. 
Description 
Asset 
Qty. 
Unit Price 
Total 
23 
SER-IC11352 
Prime GLOBAL - IC Sample Center 
1889002003314 
1 
$2,556.00 
$2,556.00 
24 
SER-IC28542 
Prime GLOBAL - PROFIC DUAL IC PUMP 
w/wo cond detector 
1940000028133 
1 
$8,576.00 
$8,576.00 
25 
Includes: 800 Dosino SN 1800003027740 & 807-2 mL Dosing Unit SN 30040450 
 
 
26 
SER-IC18002 
Prime GLOBAL - BURET AND DRIVE 
COMBO (IC) 
1800003027746 
1 
$1,540.00 
$1,540.00 
27 
Includes: 807-10 mL Dosing Unit SN 30056066 
 
 
28 
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
 
 
29 
SER-IC10102 
Prime GLOBAL - AUTOSAMPLER 
1858002006441 
1 
$844.00 
$844.00 
30 
SER-IC18842 
Prime GLOBAL - COMPACT UNIT with 
one (1) buret 
1930200039151 
1 
$5,250.00 
$5,250.00 
31 
Includes: 800 Dosino SN 1800001095925 & 807-2 mL Dosing Unit SN 00935130 
 
 
32 
SER-IC18732 
Prime GLOBAL - EXTENSION MODULE 
1941001009121 
1 
$1,540.00 
$1,540.00 
33 
SER-IC18002 
Prime GLOBAL - BURET AND DRIVE 
COMBO (IC) 
1800001092685 
1 
$1,540.00 
$1,540.00 
34 
Includes: 807-50 mL Dosing Unit SN 30001427 
 
 
35 
Subtotal 
 
$21,846.00 
36 
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * 
 
 
37 
* YEAR 3  * START DATE 8/2/2025 TO 8/1/2026 * 
 
 
38 
SER-IC11352 
Prime GLOBAL - IC Sample Center 
1889002003314 
1 
$2,659.00 
$2,659.00 
39 
SER-IC28542 
Prime GLOBAL - PROFIC DUAL IC PUMP 
w/wo cond detector 
1940000028133 
1 
$8,919.00 
$8,919.00 
40 
Includes: 800 Dosino SN 1800003027740 & 807-2 mL Dosing Unit SN 30040450 
 
 
41 
SER-IC18002 
Prime GLOBAL - BURET AND DRIVE 
COMBO (IC) 
1800003027746 
1 
$1,602.00 
$1,602.00 
42 
Includes: 807-10 mL Dosing Unit SN 30056066 
 
 
43 
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
 
 
44 
SER-IC10102 
Prime GLOBAL - AUTOSAMPLER 
1858002006441 
1 
$878.00 
$878.00

SERVICE QUOTATION 
 
Quotation Number QUO-136290-N4L0T9-0 
 
Print date: 3/30/2023 6:19:37 PM 
Page 4 of 5 
TO PLACE YOUR ORDER 
Email: ServiceSupport@MetrohmUSA.com 
Metrohm USA, Inc. 
9250 Camden Field Parkway, Riverview, FL 33578 
Toll-free: 866-METROHM (638-7646) • Fax: 813-316-4900 • www.metrohm.com 
Credit card payments incur a 3% surcharge *FOBD PrePay & Add 
 
 
 
Additional Information 
3 Year Service agreement valid from 8/2/2023 to 8/1/2026 
 
 
 
 
 
Line Item no. 
Description 
Asset 
Qty. 
Unit Price 
Total 
45 
SER-IC18842 
Prime GLOBAL - COMPACT UNIT with 
one (1) buret 
1930200039151 
1 
$5,460.00 
$5,460.00 
46 
Includes: 800 Dosino SN 1800001095925 & 807-2 mL Dosing Unit SN 00935130 
 
 
47 
SER-IC18732 
Prime GLOBAL - EXTENSION MODULE 
1941001009121 
1 
$1,602.00 
$1,602.00 
48 
SER-IC18002 
Prime GLOBAL - BURET AND DRIVE 
COMBO (IC) 
1800001092685 
1 
$1,602.00 
$1,602.00 
49 
Includes: 807-50 mL Dosing Unit SN 30001427 
 
 
50 
Subtotal 
 
$22,722.00 
 
 
 
 
 
 
 
Total Amount 
 
 
 
 
$65,575.00 
Metrohm’s Standard installation service provides you with all aspects of quality assurance and is the ideal 
installation product for laboratories operating outside of a regulated environment. In accordance with detailed 
instructions, your system is properly installed and tested to verify functionality. 
 
Metrohm USA offers a 3-year limited warranty on all new Metrohm Instruments. For complete details, please see 
our warranty statement here. 
 
Please click here for Metrohm USA standard terms and conditions. 
 
Leasing options available

SERVICE QUOTATION 
 
Quotation Number QUO-136290-N4L0T9-0 
 
Print date: 3/30/2023 6:19:37 PM 
Page 5 of 5 
TO PLACE YOUR ORDER 
Email: ServiceSupport@MetrohmUSA.com 
Metrohm USA, Inc. 
9250 Camden Field Parkway, Riverview, FL 33578 
Toll-free: 866-METROHM (638-7646) • Fax: 813-316-4900 • www.metrohm.com 
Credit card payments incur a 3% surcharge *FOBD PrePay & Add 
 
 
General Terms and Conditions 
Pricing.  
 Our prices may change at any time without notice. Prices we quote are valid for 30 days, unless we 
state otherwise in writing. If no price has been specified or quoted to Customer, the price will be the 
product price in effect at the time we accept the order. Customer is responsible for standard delivery 
and handling charges, if applicable, and our product prices do not include such charges unless 
expressly stated. If we pay such charges, we will add these to the invoice. Shipments are FOB 
Destination (CIF Incoterm 2010) point of shipment and all title to the equipment and risk of loss and 
injury shall pass to the Customer upon the transfer of the Equipment to the delivery address.  
Payment and Credit Terms. Unless otherwise agreed to in writing, all Customer payment terms will be 
set at net 30 days after the date of invoice, subject to credit approval. For product sales, including 
parts for service orders, METROHM USA will invoice Customer for the product price and all other 
charges due when we ship the products to Customer. For services, METROHM USA will invoice 
Customer when the service is scheduled to begin. METROHM USA may require Customer to provide a 
signed credit application prior to establishing payment terms. We reserve the right to require 
Customer to make full or partial payment in advance, or provide other security to our satisfaction, if 
we believe in good faith that Customer’s financial condition does not justify extension of net terms 
otherwise specified. Customer will make all payments in the currency specified in our invoice. Please 
see invoice document for payment remittance information. 
 Late Payment and Collections. Customer may be required to pay interest on any undisputed amounts 
past due at the greater of a rate of 1.5% per month or the maximum amount allowable by applicable 
law. METROHM USA reserves and retains a security interest in the Equipment shipped to Customer, 
until all amounts due have been paid in full. In the event of account non-payment, placement with a 
collections agency, or other action necessary to collect on a past due balance, Customer agrees to 
reimburse collection costs, legal fees, and court cost incurred by METROHM USA in connection 
therewith. We also reserve the right to cancel or stop delivery of products in transit and withhold 
shipments in whole or in part if Customer does not pay us when due, or if Customer otherwise does 
not perform its obligations.  
Taxes.  
 METROHM USA standard prices do not include applicable sales, services, use, VAT, or similar taxes. 
The amount of any such tax which METROHM USA may be required to pay or collect will be added to 
the invoice and paid by Customer unless Customer has furnished a valid tax exemption certificate 
acceptable to the taxing jurisdiction prior to shipment. If an exemption certificate provided to 
METROHM USA by Customer is subsequently, through no fault of METROHM USA, determined to be 
invalid, METROHM USA will attempt to acquire an exemption certificate, notarized affidavit of exempt 
use or other necessary documentation from Customer. Failure to furnish a valid exemption certificate, 
notarized affidavit or other necessary documentation in a timely manner, the previously unpaid sales, 
use or similar excise tax will be billed to and paid by Customer. 
Collect Shipments. Customer may select its own carrier and charge shipping to Customer’s collect 
account instead of accepting the METROHM USA delivery terms above, where such purchase shall be 
under FOB origin (FOB Incoterms 2010). METROHM USA will not be responsible for any shipping or 
handling damages. METROHM USA will not make any claims on Customer’s behalf for any damages 
caused by the carrier selected by Customer. Customer will need to open its own claim with its selected 
carrier. METROHM USA does not provide third parties direct access to its insurance or give additional 
rights to its insurance, such as naming additional insured parties. There is a 1% surcharge added to 
collect shipments to cover shipping materials, handling, and coordination with collect carriers. 
 Product Returns. METROHM USA customer support will authorize and approve return of any product 
that is damaged or defective on receipt, provided Customer contacts customer support within five 
days after receiving the product, and provided such damage or defect has not been caused by any 
failure by Customer or the carrier to handle or store products using reasonable care or as otherwise 
indicated on the label. If Customer does not contact us within this five-day period, we will deem the 
product to be accepted, and any warranty rights will still apply. METROHM USA will determine the best 
solution to provide replacement product in case of carrier damage or loss. Items returned for 
Customer convenience (and not for product failure or warranty issues) will be subject to a 25% 
restocking fee ($100 minimum) plus 100% of services delivered, based on the sale price. Customer 
must contact METROHM USA customer support (via customersupport@METROHMUSA.com ) for a 
return authorization Number (RA#) within 14 days of shipment from METROHM USA to be eligible for 
a return credit. Customer must return items within 10 days of receiving RA#. Item must be in new and 
unused condition, packed in original packaging and container, and include all manuals, peripherals and 
accessories. If METROHM USA exercises our discretion to authorize a product for return, the product 
must arrive at our facilities in a condition satisfactory for resale. We do not credit shipping charges. 
Customer will not receive credit for any product returned without our prior consent.   
Shortages. Any shortages must be reported to METROHM USA customer support within five (5) days 
after receiving the product. 
Warranties. New Equipment is warranted to be free from defects in workmanship and materials for a 
limited time period, starting from the date of shipment to Customer, provided that the Equipment has 
been maintained and operated in strict conformity with its operating instructions. Any defective 
equipment will be repaired or replaced at METROHM USA’s discretion. METROHM USA may attempt 
to diagnose and resolve defects over the telephone or electronically. Certain equipment contains 
remote support capabilities for direct problem reporting, remote problem determination, and 
resolution. See our website for more details and to see our industry leading warranty statement. 
(https://www.metrohm.com/en_us/service/quality-service/warranty.html 
). 
METROHM 
USA 
warranties do not cover defects resulting from improper or inadequate maintenance, installation, 
repair, or calibration performed by Customer or a third party not previously authorized by METROHM 
USA. Warranties shall not apply where the product has been subjected to corrosion, accident, 
alteration, misuse, abuse, acts of God, or failure on the part of the Customer to ensure proper 
operation and/or storage. All used and demonstration equipment carries a 1 year warranty when 
installed by a METROHM USA Representative. Used and demo instruments not installed by METROHM 
USA have a 90-day warranty. This warranty only applies to used and demonstration instruments sold 
by METROHM USA. METROHM USA does not warranty the calibration of any instrument. If a product 
is purchased in the United States or Canada and moved outside the contiguous United States or the 
provinces of Canada, the warranty is voided unless agreement is made before the original purchase. 
METROHM USA warranties are transferrable upon METROHM USA’s receipt of written notification of 
transfer signed by the original customer. Such notification should include the serial number, model 
number, and the name, address and location of transferee. The transferee must agree in writing to 
METROHM USA warranty terms. Warranty transfer information should be sent via email to 
warranty@metrohmusa.com. 
Warranty Exclusions. METROHM USA warranties do not apply to (a) normal wear and tear; (b) damage 
caused by accident, disaster or event of force majeure; (c) Customer misuse, fault or negligence; (d) 
causes external to the products such as, but not limited to, power failure, electrical power surges, 
exposure to corrosion, or abuse; (e); instruments sold as ‘used’ products that are identified as being 
sold without warranty; or (f) products manufactured in accordance with specifications Customer gave 
us. METROHM USA warranties do not apply to consumable or wearing parts, including but not limited 
to electrodes, glassware, columns, tubing, pistons, pump seals, and burets. All parts that are in direct 
contact with chemicals are not covered by warranty and are considered consumable due to normal 
wear. METROHM USA warranties do not cover, and may be voided by: (1) installation, removal, use, 
maintenance, storage, transportation, or handling of products in an improper, inadequate, negligent, 
or unapproved manner by Customer or any third party (including the carrier), such as, but not limited 
to, failure to follow our instructions, operating guidelines, or protocols, improper site preparation, 
operation outside of stated environmental or use specifications, operation or contact with unapproved 
software, materials, chemicals or other products, or in an inappropriate location; (2) improper or 
inadequate maintenance, repair, service, or calibration performed by Customer or an unauthorized 
third party; (3) unauthorized alteration or modification, improper use or operation of, or tampering 
with equipment outside of the specifications; (4) any use of replacement parts we have not supplied. 
Disclaimers. The express warranties in this limited warranty statement are in lieu of all other 
warranties, whether express, implied, or statutory, regarding the products purchased from 
METROHM USA. METROHM USA expressly disclaims all such other warranties, including warranties 
of merchantability, fitness for a particular purpose, title, and non-infringement of third-party rights. 
Without limiting the foregoing, METROHM USA does not warrant that the operation of any software 
or instruments comprising the products will be uninterrupted or error-free. 
Limitation of Liability. In no event shall METROHM USA, INC. be liable for 
indirect, incidental, exemplary, or consequential damages, or for loss of profits or 
loss of use arising from or related to any of the products or services from 
METROHM USA, INC. In no event shall any liability of METROHM USA, INC. arising 
in connection with any article sold hereunder (whether such liability arises from a 
claim based on contract, warranty, tort, indemnity, or otherwise) exceed the actual 
amount paid by BUYER to METROHM USA, INC. for such article. The remedies 
provided herein are BUYER’S sole and exclusive remedies, and METROHM USA, 
INC. shall not be liable for any other claim or damages of any kind related to the 
products or services. 
Intellectual Property. The sale of equipment to Customer will in no way transfer to Customer any 
right of ownership in any patents, copyrights, trademarks, technologies, designs, specifications, 
drawings or other intellectual property incorporated into the equipment. METROHM USA grants 
Customer a non-exclusive and non-transferable right to use any software provided for Customer’s 
internal purposes only. Customer may not reverse engineer, decompile, or disassemble any software 
licensed from METROHM USA.  
Indemnification. Customer agrees to indemnify, defend and hold harmless METROHM USA and its 
directors, officers, employees, agents, successors, assigns, and related companies (separately and 
collectively, the “Indemnitee”) from and against any and all third-party liabilities, claims, demands, 
losses, damages, costs and expenses (including reasonable attorneys’ fees) which may be assessed 
against or incurred by Indemnitee relating to or arising out of (a) any negligence, grossly negligent or 
intentional misconduct or omission of Customer or its directors, officers, employees, agents, 
successors and assigns in connection with the provision or use of Equipment, except to the extent 
caused by the negligent, grossly negligent or intentional misconduct or omission of Indemnitee; or 
(b) any material breach of these Terms or any Agreement between Customer and METROHM USA.  
No Customer Assignment. Customer may not assign or delegate any of its rights or obligations under 
any of these Terms and any Agreement between Customer and METROHM USA without the prior 
written consent of METROHM USA. Any attempted assignment or delegation in violation of this 
paragraph shall be null and void.  
Parties Bound. These Terms and any Agreement between Customer and METROHM USA shall be 
binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, 
administrators, legal representatives, successors and assigns.  
Force Majeure. METROHM USA will not be responsible or liable for failing to perform our obligations 
under these Terms and any Agreement between Customer and METROHM USA to the extent caused 
by circumstances beyond our reasonable control. In certain situations, we may use our reasonable 
judgment and apportion products then available for delivery fairly among our customers.  
Governing Law; Enforceability. The rights and obligations of the parties and any claims or disputes 
relating thereto, shall be governed by and construed in accordance with the laws of the State of 
Florida, and the federal laws of the United States 
applicable therein, excluding their conflicts of law principles. In the event that any of the provisions 
of this quotation shall be held by a court or other tribunal of competent jurisdiction to be 
unenforceable, the remaining portions of this quotation shall remain in full force and effect, provided 
that in such event the parties agree to negotiate in good faith substitute enforceable provisions 
which most nearly effect the parties intent in agreeing to be bound by this quotation. Headings are 
for convenience only and shall not be used in the interpretation of these Terms.