FSS-65-II-A - Synergy Medical USA Inc. - 36F79720D0022

DEPARTMENT OF VETERANS AFFAIRS

Federal Supply Service Authorized Federal Supply Schedule Price List On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!™, a menu-driven database system. The INTERNET address for GSA Advantage!™ is GSAAdvantage.gov Medical Equipment and Supplies

FSC Group 65, Part II, Section A

FSC Class: 6530

Contract Number: V797D - 36F79720D0022 Contract Period: January 1, 2020 – December 31, 2024 (For more information on ordering from Federal Supply Schedules, enter the following address into your web browser: http://gsa.gov/portal/category/100623) Synergy Medical USA, Inc.

2915 Ogletown Road, #2565

Newark, DE 19713-1927

Phone #: 913-800-1578 www.synmedrx.com Business Size: Small “Prices Shown Herein are Net (discount deducted)” Customer Information:

1a. List of awarded special item number(s):

SIN: A-92 ……………………………….. Page [4]

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price. Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply: See Below.

1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided. If hourly rates are not applicable, indicate “Not applicable” for this item: N/A

2. Maximum order: $450,000 or one (1) System

3. Minimum order: No Minimum

4. Geographic coverage (delivery area): 48 states and DC

5. Point(s) of production (city, county, and State or foreign country):

Synergy Medical BRG Inc.

2600 Boul. Jacques-Cartier E., Longueuil, Quebec

Canada J4N 1P8

6. Prices shown herein are Net (discount deducted)

7. Quantity Discounts: None

8. Prompt Payment Terms:

SynMed Assist: The Purchase Price shall be paid within thirty (30) days of Customer’s receipt of the Installation Notice SynMed XF and SynMed ULTRA: Net 30; Incremental payments are available and coordinated at the ordering activity level.

9a. Notification that Government purchase cards are accepted at or below the micro-purchase threshold:

Accepted at and below the micro-purchase threshold

9b. Notification whether Government purchase cards are accepted or not accepted above the micro-purchase threshold: No

10. Foreign items (list items by country of origin): N/A 11a. Time of delivery: 45 days ARO 11b. Expedited delivery: None 11c. Overnight and 2-day delivery: None 11d. Urgent requirements: None

12. FOB Point(s): F.O.B. Destination to 48 States, District of Columbia and to the Port of Exportation for AK, HI and PR 13a. Ordering address(es):

2915 Ogletown Rd, #2565

Newark, DE 19713 13b. Ordering Procedures: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3

14. Payment address(es):

Synergy Medical USA, Inc.

2915 Ogletown Road, #2565

Newark, DE 19713-1927

Phone #: 913-800-1578

15. Warranty provision:

Please see Warranty Provision below Returned Goods Policy:

Please see Returned Goods Policy below

16. Export packing charges, if applicable: N/A

17. Terms and conditions of Government purchase card acceptance (any thresholds above the micro-purchase level): N/A

18. Terms and conditions of rental, maintenance, and repair (if applicable): N/A

19. Terms and conditions of installation (if applicable): Included in price; Contractor to provide copy of modified Service Agreement to the ordering facility for their review of requirements to meet facility specifications, and open for discussions towards agreement

20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable): [Not Applicable] 20a. Terms and conditions for any other services (if applicable): Contractor to provide copy of modified Service Agreement to the ordering facility for their review of requirements to meet facility specifications, and open for discussions towards agreement

21. List of service and distribution points (if applicable): N/A

22. List of participating dealers (if applicable): N/A

23. Preventive Maintenance (if applicable): Contractor to provide copy of modified Service Agreement to the ordering facility for their review of requirements to meet facility specifications, and open for discussions towards agreement 24a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants): N/A 24b. If applicable, indicate that Section 508 compliance information is available on Electronic and Information Technology (EIT) supplies and services and show where full details can be found (e.g., contractor’s website or other location). The EIT standards can be found at www.Section508.gov/ : N/A

25. Data Universal Number System (DUNS) number: 060045660

26. Notification regarding registration in System for Award Management (SAM) database: Yes, registered FSS Contract Products and Pricing

Warranty Provision Warranties; Limitations of Liability. (a) Synergy Medical warrants, solely for the benefit of Customer, that for the period of time set forth on Schedule A (such time to commence on the date of the Installation Notice), under normal use, the Equipment will be free from defects in material and workmanship and will remain in good working order (ordinary wear and tear excepted).

(b) Synergy Medical further warrants, solely for the benefit of Customer, that for the period of time set forth on Schedule A (such time to commence on the date of the Installation Notice) the Software will operate in substantial compliance with the functions described therefore in the Software operator manual.

(c) The foregoing exclusive limited warranties do not cover: (i) drugs used in the System; (iii) replacement of containers due to changes in drug manufacturers, drug specifications or drug usage; (iv) defects or damages due to Customer’s negligence or misuse, abuse, failure to maintain or operate the System in accordance with the specific written instructions of Synergy Medical, Customer’s failure to provide proper electrical power, air conditioning and humidity control, unauthorized repairs, replacements or adjustments to the System, or modification or alteration of the System; (v) cosmetic damages (such as scrapes or scratches); (vi) damages or defects caused by acts of government, strikes, fires, explosion, theft, riot, acts of God, Customer’s failure to protect the System from electrical surges or termination, or any other cause beyond Synergy Medical’s reasonable control;(vii) damages or defects arising from the System’s interface with Customer’s host system; or (vii) damage resulting from the relocation of the System from the Customer’s Facility to another location.

In addition to Synergy Medical’s commercial warranty, as revised, Synergy Medical accepts the Government Clause at 52.212-4(o) and (p) as follows:

52.212-4(o)

Warranty: The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. In the event that the terms of the contractor’s standard commercial warranty conflicts with the warranty terms contained in this clause, the terms of this clause will govern this contract, unless some other resolution is specified in the award document.

52.212-4(p)

Limitation of liability: Except as otherwise provided by an express warranty, the contractor will not be liable to the Government in a breach of warranty action for consequential damages resulting from any defect or deficiencies in accepted items. In the event that the terms of the contractor’s standard commercial warranty/limitation of liability clause(s) place greater limits on the contractor’s liability than the terms contained in this clause, the terms of this clause will govern the contract.

(d) Because of the exacting operations necessary for the System as well as the broad time and geographical warranty coverages afforded under this Section 9 and Schedule B, only Synergy Medical service personnel, or Synergy Medical approved third-party service providers, or employees of customers who have received maintenance/training (hereinafter all collectively “Service Work”) shall service the System. Similarly, any use or attempted use of non-authorized Service Work shall automatically end and terminate all further obligations and duties by Synergy Medical under this Section 9 and Schedule B. The termination of Synergy Medical’s obligations and duties shall be full and complete and shall extend not only to any defects or damages resulting from the Customer’s use or attempted use of any such non-authorized Disposables, or non-authorized Service Work, but also to any defects or damages of any kind resulting to any other elements or operations of the System occurring after the non-authorized Service Work, whichever non-authorized item occurs first.

(e) Any warranty claims must be submitted in writing by Customer within ten (10) days of Customer’s discovery of the Equipment or Software defect. Synergy Medical shall determine reasonably the validity of all such claims, and accordingly, Synergy Medical reserves the right to accept or reject any such claim in part or in whole. In the event of a timely and valid claim, Synergy Medical’s liability and Customer’s exclusive remedy hereunder will be limited solely (1) to repair or replacement of the non-conforming Equipment or Software, or (2) for reproducible errors in the Software of Synergy Medical’s written documentation, to make commercially reasonable efforts to design, code and implement program changes to the Software to correct such errors, and comparable efforts to correct misstatements and omissions in the documentation for the Software. All service performed by Synergy Medical in respect of warranty claims will be subject to the terms and conditions stated in Schedule B. Synergy Medical’s liability for all claims, whether in contract, tort or otherwise, arising out or resulting from any performance or nonperformance hereunder shall in no event exceed the Purchase Price.

(f) These exclusive limited warranties may not be assigned or transferred by Customer without Synergy Medical’s prior written consent. These exclusive limited warranties are valid only in North America.

Returned Goods Policy

Ordering/Shipping Error In the event a Customer ordering error occurs and is brought to the attention of Synergy Medical USA, Inc. prior to installation of the Equipment, the Customer will be responsible for all return shipping charges and a restocking charge of ten percent (10%) of the net Purchase Price.

Customer should advise Synergy Medical USA Inc. in writing within 10 days of receipt of Equipment, and Synergy Medical USA Inc. will arrange for pickup of the Equipment.

In the event a Synergy Medical USA Inc. shipping error occurs, Synergy Medical USA Inc. will be responsible for all return shipping charges and no restocking fee will be assessed.

Customer should advise Synergy Medical USA Inc. in writing within 10 days of receipt of Equipment, and Synergy Medical USA Inc. will arrange for pickup of the Equipment.

Satisfaction Guarantee Within 3 months of installation of SynMed® equipment, should a Customer be dissatisfied with the performance of said equipment, and no longer wish to keep the SynMed® technology, Synergy Medical USA Inc. will arrange for pickup of the Equipment and ensure a refund of the net Purchase Price, less $25,000.

Customer should advise Synergy Medical USA Inc. in writing within 90 days of installation of equipment.

Synergy Medical USA Inc. contact for return related inquiries:

Please call Grant Hager at (913) 800-1578 or email grant.hager@synmedrx.com Synergy Medical USA, Inc. / 913-800-1578 / www.synmedrx.com