Federal Supply Schedule GS26F5944A

CHEMISTRY, BIOCHEMISTRY AND CLINICAL

INSTRUMENTS, GENERAL PURPOSE LABORATORY

INSTRUMENTS AND SERVICES

CONTRACT NUMBER: GS-26F-5944A, SECTION N

FSC GROUP 66, PART II, FSC CLASS 6630

CONTRACT PERIOD: JUNE 28, 1991 THROUGH MAY 31, 2011

MARCH 2009

SUPERSEDES ALL PREVIOUS PUBLICATIONS

AGILENT TECHNOLOGIES, INC.

HTTP://WWW.AGILENT.COM/GSA

PHONE: (800) 227-9770

FAX: (302) 633-8901

GENERAL SERVICES ADMINISTRATION

Federal Supply Service

LABORATORY EQUIPMENT

FSC Group 66, Part II, Section N FSC Class 6630

Contract Number: GS-26F-5944A

Contract Period: June 28, 1991 to May 31, 2011

On-line access to Agilent Technologies contract ordering information, terms and conditions, up-to-date pricing: http://www.agilent.com/gsa/

GSA Advantage Internet address: http://www.GSAADVANTAGE.GOV

Contractor:

Agilent Technologies*

5301 Stevens Creek Blvd Santa Clara, CA 95051

1(800) 227-9770 Our GSA Web Site is:

http://www.agilent.com/gsa

*A Large Business Concern

TABLE OF CONTENTS

PAGE

1a. Table of Awarded Special Item Numbers 1b. Lowest Priced Model

2. Maximum Order

3. Minimum Order

4. Geographic Coverage (Delivery Area)

5. Points of Production

6. Prices and Discounts

7. Quantity Discounts

8. Payment Terms

9. Government Purchase Card Orders

10. Foreign Items 11a. Time of Delivery 11c. Overnight and 2-day delivery – Not applicable to this contract 11d. Urgent Requirements – Not applicable to this contract

12. F.O.B. Points

13. Ordering Addresses/Information

14. Payment Addresses

15. Warranty

16. Shipment, Packaging and Packing & Export Packing Charges

17. Payment by Government Commercial Purchase Card (MAR 2000) GSAR 552.232-77

18. Terms & Conditions of Rental, Maintenance, and Repair

19. Terms & Conditions of Installation

20. Terms & Conditions of Repair Parts

21. Services & Distribution Points

22. Participating Dealers

23. Preventive Maintenance

24. Environmental attributes, e.g., recycled content, energy efficiency, and/or reduced pollutants-

25. Data Universal Number System: 195823570

26. Central Contractor Registration: Agilent Technologies is registered in CCR

27. Licenses

28. Intellectual Property Rights

29. Limitation of Liability and Remedies

30. Acceptance

31. ADDITIONAL INFORMATION

TERMS AND CONDITIONS APPLICABLE TO S.I.N. 615-5000; PRODUCT SUPPORT OPTIONS TO

INCLUDE EQUIPMENT MAINTENANCE, REPAIR AND SERVICE, CALIBRATION AND CALIBRATION

TRACEABILITY, EXTENDED WARRANTIES, TECHNICAL TRAINING, TECHNICAL SUPPORT AND

APPLICATION DEVELOPMENT SUPPORT.

14-44

SUPPLIMENTAL TERMS AND CONDITIONS SPECIFIC TO PROFESSIONAL SERVICES SUCH AS

STATEMENT OF WORK EFFORTS INCLUDING; TECHNICAL TRAINING, TECHNICAL SUPPORT

AND APPLICATION DEVELOPMENT SUPPORT (SIN 615-5000)

45-59

SUPPLIMENTAL TERMS AND CONDITIONS FOR ALL cDNA MICROARRAY & PRINTED……………..

MICROARRAYS (EXHIBITS E337 & E353)

60-61

AGILENT TECHNOLOGIES SERVICE CENTERS..………………………………………………………………

FOREIGN MANUFACTURED POINTS....…………………………………………………………………………… 63

TERMS AND CONDITIONS FOR GENERAL ORDERING ACTIVITIES

WARRANTY AND INSTALLATION CLASIFICATION TABLE (E26L) …………………….. ………… 64

SPECIAL ITEM NUMBER DESCRIPTIONS:

615-4 Gas Chromatographs (GC), GC Mass Spectrometers, and Information Management

615-9 Liquid Chromatograph (LC), LC Mass Spectrometer

615-5000 Product Support Options to include Equipment Maintenance, Repair and Service; Calibration and

Calibration Traceability Certificate; Extended Warranties; Technical Training; Technical Support and Application Development Support

632-06 Ultraviolet Spectrophotometers

632-10 Atomic Fluorescence Spectrophotometers, including Inductively Coupled Plasma (ICP) and ICP Mass

Spectrometer

66-107 Nucleic Acid and Amino Acid Sequencing Systems, and Capillary Electrophoresis Systems

PRODUCT CATALOG OFFERING: http://www.agilent.com/gsa

DEFINITIONS

This information pertains to Products and Support and the license of Software by Agilent Technologies, Inc. and its subsidiaries.

a) “Applicable Trade Term” means the term defined in Incoterms 2000, agreed by the parties, and documented in the quotation.

b) “Customer’s Personal Data” means Customer’s personal data or other personal data in Customer’s control, including but not limited to names, telephone numbers and e-mail addresses.

c) "Delivery” means the date when Agilent places the Product(s) at the Customer’s or Customer’s representative’s disposal at the address agreed to by Agilent in accordance with the Applicable Trade Term.

d) "Estimated Volume" is the combined monetary amount of eligible Products and related Support which Customer plans to order from each Exhibit during the term of this Agreement.

e) "Exhibits" means attachments that describe or otherwise apply to the sale or license of Products or Support.

f) "Product(s)" means any hardware sold or Software licensed under this Agreement that are determined by Agilent to be available from Agilent upon receipt of Customer’s order. "Custom Products" means Products manufactured or configured to meet Customer requirements.

g) "Software" means one or more computer programs in object code format, whether stand-alone or bundled with other Products, and related documentation provided to Customer under this Agreement.

h) "Specifications" means specific technical information about Products which is published by Agilent in effect on the date Agilent ships Customer's order.

i) "Support" means any standard service such as hardware maintenance, calibration and repair;

Software updates and maintenance; or education and training. "Custom Support" means Support adapted to meet Customer requirements.

1a. Table of Awarded Special Item Numbers

See page 2.

1b. Lowest Priced Model

Refer to product pages.

2. Maximum Order

The maximum order threshold (M.O.) for this contract is $400,000 for the total order. The M.O. for all special item number is $400,000.

A delivery order that exceeds the Maximum Order may be placed under the contract in accordance with FAR 8.404. Sales for orders that exceed the Maximum Order are reported in accordance with GSAR 552.238-72.

3. Minimum Order

a) Orders will not be accepted if the total net value is less than $100 after subtracting the discount.

Product orders must reference this Contract, be issued during the applicable Contract Period, and specify delivery within 180 days from order date.

b) Customer will specify Ship to addresses within the geographic coverage and delivery area of this contract.

c) Customer may cancel orders for products prior to shipment at no charge. Customer will pay all charges for returning products to Agilent Technologies shipping location if product orders are canceled after shipment.

4. Geographic Coverage (Delivery Area)

The geographic coverage and delivery area of this contract is the 50 states, the District of Columbia, and Puerto Rico. For other overseas destinations Agilent Technologies will deliver to port of embarkation

(FAR 52.247-34).

5. Points of Production

The Points of Production are listed in Exhibit C.

6. Prices and Discounts

Price reductions for products listed in this catalog and any supplements will be applied immediately upon the effective date of the reductions.

All products included in contract GS-26F-5944a are listed in Agilent Technologies' website:

http://www.agilent.com/gsa. Prices shown are net (discount deducted).

Prices in this contract are based solely on the terms and conditions of this contract.

Plug-ins and accessories combined with the instrument or system as a complete functional unit may be ordered as a single line item.

7. Quantity Discounts

Refer to product pages.

8. Payment Terms

a) Net 30 days in accordance with Prompt Payment Act (31 U.S.C. 3903). Payment is due thirty (30) days from Agilent's invoice date. Invoices for c ontractual Support will be issued in advance of the Support pe riod. Agilent m ay chan ge c redit or payment t erms at any t ime sho uld Customer's financial condition or previous payment record so warrant.

b) Agilent may d iscontinue pe rformance i f C ustomer fai ls t o pay any sum due, o r fai ls t o pe rform under this or any other Agilent agreement if, afte r ten (10) days written notice, the failure has not been cured.

9. Government Purchase Card Orders

Government purchase cards are accepted above or below the micro-purchase threshold either by phone or FAX for amounts up to the maximum limit of the purchase card, in accordance with the terms and conditions of this contract. Reference clause GSAM 552.232-77 PAYMENT BY GOVERNMENT

COMMERCIAL PURCHASE CARD (MAR 2000) (ALTERNATE I-MAR 2000) 5

Should any Government agency require written confirmation of Government purchase made using a credit card, it is the Government's responsibility to provide that documentation.

To place a purchase card phone order, please call: 1-800-227-9770

To place a credit card order by FAX, please send FAX to: 302-633-8901

Calls accepted from 8 a.m. to 8 p.m. EST.

10. Foreign Items

The Trade Agreement Act applies to this contract. All foreign-manufactured items are eligible products from designated countries as defined in the Trade Agreements Act (GSAR 552.225-9).

See Points of Production (EXHIBIT C) for a list of the foreign manufactured products in this contract.

11a. Time of Delivery

From date of receipt of order, most items in this contract shall be delivered within 90 days. For a few highly complex systems the delivery time may be up to 120 days. Agilent will make reasonable efforts to meet Customer's Delivery requirements. If Agilent is unable to meet Customer's Delivery requirements, alternative arrangements may be agreed. In the absence of such agreement, Customer's sole remedy is to cancel the order. Check with the Agilent's Government Business Center (identified in Item 13) for best delivery.

11b. Expedited Delivery – Not applicable to this contract.

11c. Overnight and 2-day delivery – Not applicable to this contract.

11d. Urgent Requirements – Not applicable to this contract.

12. F.O.B. Points

Prices shown are F.O.B. destination for the 50 states, the District of Columbia, and Puerto Rico. Prices for delivery to other overseas destinations are F.O.B. port of embarkation (FAR 52.247-34).

13. Ordering Addresses

Customers in the 50 states, the District of Columbia, and Puerto Rico should place orders with:

Agilent Technologies 2850 Centerville Rd.

Wilmington, Delaware 19808-1610 Toll-free phone number: 1-800-227-9770 For Service: 1-800-424-9759 Fax: (302) 633-8901

14. Payment Addresses

All payments should be sent to one of the following remittance addresses as shown on the invoice:

Agilent Technologies

4187 Collections Center Drive

Chicago, IL 60693

Overnight payments can be sent to:

Bank of America Lockbox Services

Agilent Technologies, Inc.

4187 Collections Center Drive

Chicago, IL 60693

CTX/CCD+ electronic payments may be paid to:

Bank of America, San Francisco, CA

ABA 121 000 358

Beneficiary: Agilent Technologies, Inc.

Beneficiary Account Number: 12331-31561

15. Warranty

Each Product will receive a global warranty. A global warranty includes the standard warranty for the country of purchase. If a Product is moved to another country, the destination country’s standard warranty will apply except for on-site warranty where Agilent does not have an applicable Product specific support presence or authorized representative in that country.

b) Product warranty information is available with Products, on quotations, or upon request. The warranty period begins on acceptance. Customer may receive a different warranty when the Product is purchased as part of a system.

c) Agilent warrants Agilent hardware Products against defects in materials and workmanship, and further warrants that such Products conform to Specifications.

d) Agilent warrants that Software will not fail to execute its programming instructions due to defects in materials and workmanship when properly installed and used on the hardware designated by Agilent.

Agilent further warrants that Agilent owned standard Software will substantially conform to Specifications.

Agilent does not warrant that Software will operate in hardware and software combinations selected by Customer, or meet requirements specified by Customer.

e) Agilent does not warrant that the operation of Products will be uninterrupted or error free.

f) If Agilent receives notice of defects or non-conformance as defined in Sections 7(c) and 7(d) during the warranty period, Agilent will, at its option, repair or replace the affected Product(s). Customer will pay expenses for return of such Product(s). Agilent will pay expenses for shipment of repaired or replacement Product(s). If Agilent is unable, within a reasonable time, to repair or replace the affected Product(s), Customer will be entitled to a refund of the purchase price upon prompt return of the Product(s) to Agilent.

g) Agilent warrants that Agilent Support will be provided in a professional and workmanlike manner.

For ninety (90) days from the date of repair, Agilent will replace, at no charge, defective parts used in Agilent’s repair of Products.

h) Some newly manufactured Agilent Products may contain and Agilent Support may use remanufactured parts which are equivalent to new in performance.

i) Customer's Product warranty is transferable upon Agilent’s receipt of written notification. Such notification must include the serial number, model number and the name, address and location of transferee and the transferee must agree in writing to Agilent's warranty terms.

j) Agilent reserves the right to invalidate Customer’s warranty for Products with an on-site warranty, or Products that have been installed by Agilent, in the event Customer relocates such Products.

Customer’s warranty for such Products may be reinstated provided Agilent verifies, at Customer’s expense, that such Products are in good operating condition.

k) The above warranties do not cover defects resulting from improper or inadequate maintenance, installation, repair or calibration performed by Customer or a third party not authorized by Agilent;

Customer or third party supplied hardware or software, interfacing or supplies; unauthorized modification;

improper use or operation outside of the Specifications for the Product; abuse, negligence, accident, loss or damage in transit; or improper site preparation.

l) THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. AGILENT SPECIFICALLY

DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A

PARTICULAR PURPOSE.

16. Shipment, Packaging and Packing & Export Packing Charges

a) Agilent will ship best way prep aid according to Agilent's standard commercial practice. Ag ilent will make reasonable efforts to meet Customer's Delivery and shipment requirements. If Ag ilent is unable to meet Cu stomer’s Delivery and shipment requirements, alternative arra ngements may be agreed. In the absence of such agreement, Customer's sole remedy is to cancel the order.

b) Title to hardware Products and risk of loss and damage will pass to Customer at the address agreed to by Agilent in accordance with the Applicable Trade Term.

c) Return Shipment for Calibration services: Agilent will charge a fee for returning covered Products t o C ustomer vi a st andard shi pping an d h andling m ethods. Other shi pment methods requested by Customer may be available at an additional fee.

d) Agilent products are p ackaged to co nform to the com mercial standa rds a nd practices of the industry. For agencies requiring sp ecial military o r ex port mili tary sp ecifications, o r cod ed packaging, contact the nearest Agilent sales office in your area for the appropriate price. If special packing or shipping instructions are agreed, charges will be billed separately to Customer, and risk of loss and damage will pass to Customer on delivery to Customer's carrier.

e) Export packing charges is not included, but available outside the scope of this contract.

17. Payment by Government Commercial Purchase Card (MAR 2000) GSAR 552.232-77

a) Definitions.

“Government-wide commercial purchase card” means a uniquely numbered credit card issued by a contractor under GSA's Government-wide Contract for Fleet, Travel, and purchase Card Services to named individual Government employees or entities to pay for official Government purchases.

“Oral order” means an order placed orally either in person or by telephone.

b) The Contractor must accept the Government-wide commercial purchase card for payments equal to or less than the micro-purchase threshold (see Federal Acquisition Regulation 2.101) for oral or written orders under this contract.

c) The Contractor and the ordering agency may agree to use the Government-wide commercial purchase card for dollar amounts over the micro-purchase threshold, and the Government encourages the Contractor to accept payment by the purchase card. The dollar value of a purchase card action must not exceed the ordering agency's established limit. If the Contractor will not accept payment by the purchase card for an order exceeding the micro-purchase threshold, the Contractor must so advise the ordering agency within 24 hours of receipt of the order.

d) The Contractor shall not process a transaction for payment through the credit card clearinghouse until the purchased supplies have been shipped or services performed. Unless the cardholder requests correction or replacement of a defective or faulty item under other contract requirements, the Contractor must immediately credit a cardholder's account for items returned as defective or faulty.

e) Payments made using the Government-wide commercial purchase card are not eligible for any negotiated prompt payment discount. Payment made using a Government debit card will receive the applicable prompt payment discount.

Credit Card Clearing House

For purposes of this contract, the clearinghouse identifies the nationally accepted credit card payment network being used by the Government commercial credit card contractor. (See Federal Supply Schedule IG 615, Government wide Commercial Credit Card Service.) The clearinghouse through which credit card payments will be processed is VISA.

18. Terms & Conditions of Rental, Maintenance, and Repair

See Support Section.

19. Terms & Conditions of Installation

a) SITE PREPARATION

When this service is included in the purchase price of a Product, a representative of Agilent will contact the Customer upon receipt of Customer's purchase order to discuss site preparation requirements. This may be accomplished either during a n on-site visit or by telephone, and will encompass technical site planning, preparation and installatio n requirements relev ant to Custo mer's system . Cu stomer will also receive documentation or i nformation c haracterizing t he physical, electrical and e nvironmental requi rements applicable to Customer's system, as well as any other requirements obtained in the appropriate Agilent "Site Preparation Manual" (when available) for the system.

b) SITE SURVEY

All installation sites must be approved by Agilent. Prior to the scheduled delivery of Customer's system, an Agilent representative will verify th at the site has been prepared in confo rmance with the applicable "Site Preparation Manual" (when available) and meets all electrical and environmental requirements contained in that manual. This verification may occur either on-site or by telephone.

c) PURCHASE OF INSTALLATION SERVICES

Standard installation se rvices are included in the price of some system Products. These services m ay also be obtained from Agilent for Products or systems which do not include these serv ices in the purchase price of the Product for additional cost which will be specially quoted.

d) INSTALLATION OF SYSTEMS AND SELECTED COMPONENTS

When installation is included in the purchase price of a Product:

1) Agilent will i nstall Cu stomer's syste m(s) at a mutually ag reed tim e fo llowing notificatio n b y Customer t hat al l Products of t he coordinated shipment have bee n delivered to t he si te and t hat t he site conforms to Agilent's requ irements. In stallations will be p erformed d uring Ag ilent’s no rmal b usiness hours. Installations performed outside of business hours at Customer's request may be subject to additional charges.

2) Agilent systems, including all accessories, interfaces, peripherals and terminals ordered with a system on a coordinated delivery and included in Agilent’s configuration guide and located at the system site, will be installed by Agilent at no additional charge.

e) SOFT WARE INSTALLATION

Standard Software installation services consist of loading the operating system and utilities included in the operating sy stem Soft ware on t he sy stem and e xecuting applicable verificatio n test s. Software that is Customer installable will be noted in the applicable data sheet.

f) INS TALLATION RESPONSIBILITIES

During system installation, Agilent will perform the following tasks:

1. supervise uncrating, positioning and racking of the Products;

2. inventory the shipment against the packing list (s);

3. physically interconnect the Products;

4. check the primary power line voltage;

5. connect line power to Products shipped with power cable and connector; (i)

6. install operating system and utilities;

7 execute turn-on procedures;

8. perform electronic and mechanical adjustments;

9. perform any repairs which may be required to make the Products operational; (ii)

10. execute standard Agilent diagnostic or verification programs and tests;

11. instruct operator on daily care and proper use of Products.

During system installation, Customer will perform the following tasks:

1. receive, uncrate, rack or move the Products and dispose of the packaging materials;

2. rerack or relocate the Products;

3. reconfigure or regenerate Software systems;

4. connect line power to Products delivered without power cable and connector; (i)

5. may install products not supplied by Agilent;

6. fabricate or pull cables;

7. ensure that site, cable runs and power outlets conform to all local fire and electrical codes;

8. attach wall and ceiling mounts to building structure;

9. reconfigure hardware systems, including recabling or relocation of existing products.

All of t he above Customer tasks, except 4, and 8, may be perf ormed by Agilent for an additional charge and are subject to availability of resources.

NOTES:

i) Due t o variations i n l ocal el ectrical code s, m any Pro ducts are s hipped wi thout power ca bles a nd connectors. These Products must be connected to power by Customer's electrical contractor who is familiar with local regulations.

ii) Repairs made on Products covered by Agilent warranty will be accomplished at no additional charge.

Shipment damage related to a Customer initiated relocation or shipment is not covered under warranty. For Products or damage not covered by Agilent warranty, repairs will be made at Customer's expense.

ii) Repairs made on Products covered by Agilent warranty will be accomplished at no additional charge.

Shipment damage related to a Customer initiated relocation or shipment is not covered under warranty. For Products or damage not covered by Agilent warranty, repairs will be made at Customer's expense.

20. Terms & Conditions of Repair Parts

Not applicable to this contract.

21. Services & Distribution Points

Not applicable to this contract.

22. Participating Dealers

Not applicable to this contract.

23. Preventive Maintenance

See Support Section

24. Environmental attributes, e.g., recycled content, energy efficiency, and/or reduced pollutants-

Not applicable to this contract

25. Data Universal Number System: 195823570

26. Central Contractor Registration: Agilent Technologies is registered in CCR.

27. Licenses

a) Agilent grants Customer a non-transferable, worldwide, non-exclusive license to use the Software for internal purposes in accordance with the documentation provided with the Software. Such documentation may include license terms provided by Agilent’s third party suppliers, which will apply to the use of the Software and take precedence over these license terms. In the absence of documentation specifying the applicable license, Customer is granted the right to use one copy of the Software on one machine or instrument, or as otherwise indicated on the quotation.

b) The Software is owned and copyrighted by Agilent or its third party suppliers. Agilent and its third party suppliers retain all right, title and interest in the Software. Third party suppliers may protect their rights in the Software in the event of any violation of these license terms.

c) Customer will not disassemble or otherwise modify the Software without written authorization from Agilent, except as permitted by law. Customer may not copy the Software onto any public or distributed network.

d) Agilent may terminate Customer’s license upon notice for breach of these license terms. Customer must destroy all copies of the Software immediately upon notice of termination.

e) Software and technical data rights granted to the federal government include only those rights customarily provided to end user Customers. Agilent provides this customary commercial license in Software and technical data pursuant to FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for the Department of Defense, DFARS 252.227-7015 (Technical Data – Commercial Items, NOV. 1995) and DFARS 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation).

28. Intellectual Property Rights

a) Agilent will defend or settle any claim against Customer that Products (excluding Custom Products) delivered under this Agreement infringe an intellectual property right in the country where the

Products are used or sold, provided Customer promptly notifies Agilent in writing and cooperates with and provides control of the defense or settlement to Agilent, to the extent legally permissible.

b) In the event of an infringement claim under Section 10(a), Agilent will pay infringement claim defense costs, settlement amounts and court-awarded damages. If such a claim appears likely, Agilent may, at its option, modify the Product, procure any necessary license, or replace it. If Agilent determines that none of these alternatives is reasonably available, Agilent will refund Customer's purchase price upon return of the Product.

c) Agilent has no obligation for any claim of infringement arising from:

1) Agilent's compliance with, or use of, Customer’s designs, specifications, instructions or technical information;

2) Product modifications by Customer or a third party;

3) Product use prohibited by Specifications or related application notes; or

4) use of the Product with products not supplied by Agilent.

d) These terms state Agilent's entire liability for claims of intellectual property infringement.

29. Limitation of Liability and Remedies

a) In no event will Agilent, its subcontractors or suppliers be liable for special, incidental, indirect or consequential damages (including downtime costs, loss of data, restoration costs, lost profits, or cost of cover) regardless of whether such claims are based on contract, tort, warranty or any other legal theory, even if advised of the possibility of such damages.

b) To the extent that limitation of liability is permitted by law, Agilent’s liability to Customer is limited to US $1,000,000, except that Agilent’s obligation to make warranty refunds under Section 15 is limited to the Product purchase price.

c) The limitations set forth in Sections 30(a) and 30(b) above will not apply to damages for bodily injury or death.

d) The remedies in this Agreement are Customer's sole and exclusive remedies.

30. Acceptance

a) For Products with installation included in the purchase price, acceptance by Customer occurs upon completion of installation by Agilent. Installation is complete when the Product passes Agilent’s installation and test procedures. For Products without installation included in the purchase price, acceptance by Customer occurs upon Delivery.

b) If Customer schedules or delays installation by Agilent more than 30 days after Delivery, Customer acceptance of the Product(s) will occur on the 31st day after Delivery. Overseas shipments shall be considered accepted for payment purposes when made to F.P.O. and A.P.O. addresses, provided that inspection and acceptance will be at the origin in these overseas shipment situations.

c) Agilent will make reasonable efforts to meet Customer's Delivery and shipment requirements. If Agilent is unable to meet Customer’s Delivery and shipment requirements, alternative arrangements may be agreed. In the absence of such agreement, Customer's sole remedy is to cancel the order.

d) Title to hardware Products and risk of loss and damage will pass to Customer at the delivery location agreed to by Agilent and Customer, or the location specified in the quotation or order acknowledgment. If special shipping instructions are agreed, title to hardware Products and risk of loss and damage will pass to Customer on delivery to Customer’s carrier.

e) Customer may cancel orders for Products (except Custom Products) prior to shipment at no charge.

Cancellation of orders or rescheduling shipment for Custom Products will be subject to Agilent’s approval. Product returns will also be subject to Agilent’s approval and return/refurbishment charges.

31. ADDITIONAL INFORMATION

A. Use of Federal Supply Schedules Government Contractors

Government contractors and subcontractors may use GSA supply sources when authorized in writing by the responsible contracting officer. A copy of the contracting officer's written authorization must be forwarded with the order, and the following statement must be included with or on the order: "This order is placed under written authorization from (insert name of Government agency), dated _(date)________, In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern."

B. Exclusions

Source Inspection or preparation and submission of form DD250 are not included under this schedule contract.

C. Inspection

The inspection system required by FAR Clause 52.212-4(a) is incorporated into this contract.

Contract Terms and Conditions -- Commercial Items (May 1999)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. The Government must exercise its post-acceptance rights --

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

D. Safety Hazard Notice

Agilent reserves the right to terminate or refuse service when in Agilent's opinion, conditions at the equipment location represent a hazard to the safety or health of any Agilent employee. Prior to terminating service Agilent shall notify the GSA Contracting Officer and the Agency's Contracting Officer of Agilent's intention to terminate service.

E. Quality Control

The Agilent quality control system conforms to Government specifications for commercial products.

F. Scope of Contract

This contract provides a source of supply for:

1) All Federal Agencies and activities in the executive, legislative, and judicial branches.

2) Government contractors authorized in writing by a Federal Agency pursuant to 48 CFR 51.1.

3) Mixed ownership Government Corporations (as defined in the Government Corporation Control Act).

4) The Government of the District of Columbia.

5) Other activities and organizations authorized by statue or regulation to use GSA as a source of supply.

(Question regarding activities authorized to use this schedule should be directed to the contracting officer)

This GSA schedule contract is available to agencies of the United States Federal Government only. It shall constitute the entire agreement between Agilent and those ordering under the contract. It is not available to commercial customers, or to other government agencies (state, or local foreign) or private institutions, except as authorized by GSA and approved by Agilent. By issuing a delivery order against the contract, the government or authorized user accepts the terms and conditions contained in the contract.

G. Ordering Options and Modifications

Most options must be installed in the factory at the time the product is ordered. If an option can be installed later (field installation) this will be stated in the Agilent General Catalog or product data sheets.

To avoid administrative delays in receiving/inspection and invoice processing, orders should clearly indicate that options are an integral part of the basic product (not separate items shipped in their own container). Do not list options as a separate line item. Questions on this subject should be directed to the Agilent sales office identified in Item 13.

Purchase of Products containing minor modifications to the basic Products listed in Agilent’s GSA website:

http//:www.agilent.com/gsa, are permitted when no additional charges are required. When additional changes are required, minor modifications to Products, may be purchased with the basic products as open market items, with applicable prices negotiated separately outside the scope of this contract.

Purchasing of incidental, non-schedule items on a delivery order is permitted so long as the cost of the non-schedule items is small compared to the total cost of the procurement.

H. Blanket Purchase Agreements

Agilent agrees to enter into blanket purchase agreements to accordance with FAR 13.2 with ordering activities, provided that:

1) Only items covered by the contract are ordered under such agreements:

2) the period of time covered by such agreements shall not exceed the period of the contract; and

3) orders placed under such agreements shall be issued in accordance with all applicable regulations and the terms and conditions of the contract.

TERMS AND CONDITIONS APPLICABLE TO S.I.N. 615-5000; PRODUCT SUPPORT OPTIONS

TO INCLUDE EQUIPMENT MAINTENANCE, REPAIR AND SERVICE, CALIBRATION AND

CALIBRATION TRACEABILITY, EXTENDED WARRANTIES, TECHNICAL TRAINING,

TECHNICAL SUPPORT AND APPLICATION DEVELOPMENT SUPPORT.

Agilent Life Sciences and Chemical Analysis Support Services

Exhibit 21A

Terms and Conditions of Sale and Service

Agilent Technologies’ life sciences and chemical analysis instrument operational services are governed by this exhibit and the Agilent Terms and Conditions of Sale and Service.

Contents

1. Pharmaceutical Service Bundle (R-21B-501)

2. Petrochemical Service Bundle (R-21P-501)

3. Environmental Service Bundle (R-21E-501)

4. Life Sciences Service Bundle (R-21D-501)

5. At-Your-Site Instrument Repair Service (R-21A-501)

6. At-Your-Site Instrument Service plus Consumables Used during Repair (R-21C-501)

7. Off-Site Instrument Repair Services (R-20B-501, R-20D-501)

8. Preventive Maintenance Service (R-20L-501)

9. Mass Spectrometer Ion Source Cleaning Service (R-20M-501)

10. Qualification Services (R-22A-501, R-22B-501, R-22C-501, R-22D-501, R-22E-501, R-22F-501)

11. Life Sciences and Chemical Analysis Application Software Telephone Support and Updates (R- 21V-501)

12. PC Disk Image Service (R-20N-501)

13. ChemLMS Family Software Updates and Telephone Support (R-21X-501)

14. Parts and Technical Telephone Assistance to Isolate and Resolve Hardware Problems (R-20J-501)

15. Telephone Support to Isolate and Resolve Hardware Problems (R-20H-501)

16. Self-Repair Bundle (R-20K-501)

17. General Terms and Conditions Applicable to All Agilent Life Sciences and Chemical Analysis Support Services

1. Pharmaceutical Service Bundle (R-20B-501)

This Agilent industry-focused service bundle meets the specific needs of the pharmaceutical, agricultural and other industries that must comply with rigorous quality and regulatory requirements. This bundle contains essential services to keep your Agilent instruments in top condition for dependable operation.

This bundle is an economical alternative to purchasing each service individually. The price reduction factor for this bundle applies only to the Agilent Life Sciences and Chemical Analysis components of your system; the computer, monitor and printer products are not price-adjusted.

The Pharmaceutical Service Bundle is rigid; you may not substitute items. Moreover, the bundle must apply to every hardware item in an analytical system.

Pharmaceutical Service Bundle

• Telephone Support to Isolate and Resolve Hardware Problems

• At-Your-Site Service plus Consumables Used during Repair

• Preventive Maintenance*

• Operational Qualification *

*These services are not available for all products.

2. Petrochemical Service Bundle (R-21P-501)

This Agilent industry-focused service bundle meets the specific needs of the petrochemical, petroleum, chemical and other industries not subject to rigorous quality and regulatory requirements. This bundle contains essential services to keep your Agilent instruments in top condition for dependable operation.

This bundle is an economical alternative to purchasing each service individually. The price reduction factor for this bundle applies only to the Agilent Life Sciences and Chemical Analysis components of your system; the computer, monitor and printer products are not price-adjusted.

The Petrochemical Service Bundle is rigid; you may not substitute items. Moreover, the bundle must apply to every hardware item in an analytical system.

Petrochemical Service Bundle

• Telephone Support to Isolate and Resolve Hardware Problems

• At-Your-Site Service plus Consumables Used during Repair

• Off-Site Service for Selected Instruments Only*

• Preventive Maintenance*

*These services are not available for all products.

3. Environmental Service Bundle (R-21E-501)

This Agilent industry-focused service bundle meets the specific needs of the environmental, clinical and other laboratories that depend on mass spectrometers for sample analysis. This bundle contains essential services to keep your Agilent instruments in top condition for dependable operation.

This bundle is an economical alternative to purchasing each service individually. The price reduction factor for this bundle applies only to the Agilent Life Sciences and Chemical Analysis components of your system; the computer, monitor and printer products are not price-adjusted.

The Environmental Service Bundle is rigid; you may not substitute items. Moreover, the bundle must apply to every hardware item in an analytical system.

Environmental Service Bundle

• Telephone Support to Isolate and Resolve Hardware Problems

• At-Your-Site Service plus Consumables Used during Repair

• Preventive Maintenance*

• Off-Site Service for Selected Instruments Only*

• Mass Spectrometer Source Cleaning*

*These services are not available for all products.

4. Life Sciences Service Bundle (R-21D-501)

This Agilent industry-focused service bundle meets the specific needs of the life sciences industry. This bundle contains essential services to keep your Agilent instruments in top condition for dependable operation.

This bundle is an economical alternative to purchasing each service individually. The price reduction factor for this bundle applies only to the Agilent Life Sciences and Chemical Analysis Group components of your system; the computer monitor and printer products are not price-adjusted.

The Life Sciences Service Bundle is rigid; you may not substitute items. Moreover, the bundle must apply to every hardware item in the instrument system.

Life Sciences Service Bundle

• Telephone Support to Isolate and Resolve Hardware

Problems

• At-Your-Site Instrument Repair Service

• Preventive Maintenance*

* This service is not available for all products.

The Agilent Software Telephone Support and Updates service may be available for your Life Sciences Service Bundle purchase. Please refer to your Agilent invoice for availability and service coverage.

5. At-Your-Site Instrument Repair Service (R-21A-501)

Agilent’s At-Your-Site Instrument Repair Service offers you the flexibility to match service options with your needs.

A. Services

1. Telephone Support to Isolate and Resolve Problems. During the period of the hardware support agreement, Agilent will provide you with telephone access to the Agilent Customer Contact Centers. Customer service engineers will provide telephone assistance to isolate hardware problems with Agilent instruments.

2. At-Your-Site Instrument Repair Service. A customer service engineer will travel to your site to repair Agilent instruments covered under the At-Your-Site Instrument Repair Service agreement.

All labor and travel costs are covered by the agreement. Repair parts used for the repair are also provided. Consumables and supplies are not provided by this service.

Features of At-Your-Site Instrument Repair Service

Telephone Support to Isolate and Resolve Hardware Problems At-Your-Site Repair

• On-site hardware troubleshooting and repair

• Parts used for repair by a customer service engineer

• Labor costs

• Travel costs

• Response time options

Some Hewlett-Packard products are not repaired on site, such as HP printers, monitors and personal computers. These products are returned to HP for repair. Agilent reserves the right to have additional products returned to HP or Agilent for repair.

B. Repa irs

Repair service includes the diagnosis and correction of a mechanical and electrical malfunction or failure.

Repair will continue uninterrupted, as long as the customer service engineer determines that reasonable progress is being made toward making the instrument operational. If the customer service engineer determines that additional parts or resources are required, repair services will be interrupted and will resume as soon as the parts or resources are available. In some instances, remedies may consist of temporary procedures that you need to follow while a permanent solution is being sought.

With the At-Your-Site Instrument Repair Service, Agilent provides the parts used by the customer service engineer for instrument repair. Replacement parts are new or equivalent; repairable replaced parts become the property of Agilent. Consumables and supplies are not included in the At-Your-Site Instrument Repair Service agreement.

C. Recommended Modifications, Reliability and Performance Enhancements

The customer service engineer may make modifications to your instruments, covered by the At-Your-Site Instrument Repair Service agreement, that are recommended to improve instrument serviceability or reliability, to comply with legal requirements, or to enhance performance. These services are performed at Agilent expense. Any such changes are made during the period of coverage according to a mutually agreed upon schedule or coincident with instrument repair.

D. Response Time

Response time for at-your-site services is measured in elapsed coverage days from the day a service request is received to the day a customer service engineer arrives at your site. In the United States, Canada and Latin America, the standard Agilent response time is two days. In other countries, the standard response time varies depending on the distance from an Agilent Life Sciences and Chemical Analysis office.

In many regions, you are not limited to a standard response time. You have the choice of five different response times to suit your business and budget needs. However, not all five-response times are available in all areas.

Response Time Options

Agilent Travel Zone Flexible Response Times

1, 2, 3 Up to 100 miles (160 kilometers) from an Agilent Life Sciences and Chemical Analysis office

One day less than country response time Subtract one day from country standard response time and uplift service contract price 20%

Country standard response time*

One day more than country response time Add one day to country standard response time and subtract 5% from service contract price

Two days more than country response time Add two days to country standard response time and subtract 10% from service contract price

Three days more than country response time Add three days to country standard response time and subtract 15% from service contract price

4, 5 100-200 miles

(161-320 kilometers) from an

Agilent Life Sciences and Chemical Analysis office

Not Applicable One day less than country response time Subtract one day from country standard response time and uplift service contract by 20%

Country standard response time

One day more than country response time Add one day to country standard response time and subtract 5% from service contract price

Two days more than country response time Add two days to country standard response time and subtract 10% from service contract price

>200 miles

(321-480 kilometers) from an

Agilent Life Sciences and Chemical Analysis office

Not Applicable Not Applicable One day less than country response time Subtract one day from country standard response time and uplift service contract by 20%

Country standard response time

One day more than country response time Add one day to country standard response time and subtract 5% from service contract price

Other >300 miles

(481 kilometers)

Quote Only

*Established by the Agilent regional and country managers.

F. General Terms and Conditions

This service is governed under the “General Terms and Conditions Applicable to All Agilent Chemical Life Sciences and Analysis Support Services” section located at the end of this document. Please refer to this section for limitations of coverage.

6. At-Your-Site Instrument Service plus Consumables Used during Repair (R-21C- 501)

The At-Your-Site Instrument Service plus Consumables Used during Repair agreement provides the identical services as At-Your-Site Instrument Repair Service (R-21A-501) and adds consumables used by the customer service engineer during instrument repair and preventive maintenance.

Features of At-Your-Site Instrument Service plus Consumables Used during Repair

Telephone Support to Isolate and Resolve Hardware Problems At-Your-Site Repair

• On-site hardware troubleshooting and repair

• Parts used for repair by a customer service engineer

• Consumables used during repair and preventive maintenance

• Labor costs

• Travel costs

Some Hewlett-Packard products are not repaired on site, such as HP printers, monitors and personal computers. These products are returned to HP for repair. Agilent reserves the right to have additional products returned to HP for repair.

A. Consumables for At-Your-Site Instrument Service plus Consumables Used during Repair

The following tables define the consumables and supplies covered by At-Your-Site Instrument Service plus Consumables Used during Repair. These tables define the consumables that may be used by the customer service engineer during instrument repair. This service is not a source to obtain consumables routinely.

Consumables that you use daily, including any listed in the tables below, are your responsibility.

Gas Chromatograph Products

Liners O-rings Washers Seals Septa Column nuts Ferrules Insert springs FID jet NPD bead* ECD cell* Detector ignitors

*Maximum one per instrument per year

Liquid Chromatograph Products

Wear retainers Inlet cap Piston seals

Filter inlets PTFE frits Needle seats Gaskets Rotor seal Windows Spacer FEP Fingercaps Seat capillary Needle assemblies Cell springs Outlet cap Seals Step window Pistons Capillaries Valv es Seat assemblies Deuterium lamps* Valve cartridge Spacer Xenon lamp* Electrodes Tungsten lamps* Photo multiplier tubes*

*Maximum one per instrument per year

Gas Chromatograph-Mass Spectrometer Products Electron multiplier* Jet separators* O-ring Filaments Gaskets Vacuum gauge tubes*

* Maximum one per instrument per year

Liquid Chromatograph-Mass Spectrometer Products Bal seals Four-way selection valve* Seals Canted coil spring Inlet filter Seal midgi series Capillary cleaning wire Isolation seal Skimmers Corona needle LC/MS Nitrogen gas conditioner Stator head/face

Electron Multiplier replacement horn*

Manifold RF Gasket Thermospray

Electrospray glass cartridges Nebulizer needle APCI &

API-ES

Thermospray skimmers

Ferules Nebulizer needle holder Tubings Fiberglass tape O-rings Vacuum pump fluid Fittings Rotor seal

* Maximum one per instrument per year

ICP-Mass Spectrometer Products Argon filters Inter sleeve Quartz torch* Ball joint connector Inert torch* Rf return strip Bonnet Long-life shield plate Sapphire tubing for inert torch* Carrier/blend gas tubing Mist filters Shield plate Drain tubing O rings Skimmer bases* Electron multiplier* Omega lens assembly* Spray chamber drain line Extraction lens 1, 2, and spacers

Plastic tray Tubing for plasma/Auxiliary gas line

Extraction lens spacer Platinum tubing for inert torch*

* Maximum on per instrument per year

Capillary Electrophoresis Products

Air filter Glass frit Pre-puncher Electrode Assy Deuterium lamp*

* Maximum on per instrument per year

B. General Terms and Conditions

This service is governed under the “General Terms and Conditions Applicable to All Agilent Life Sciences and Chemical Analysis Support Services” section located at the end of this document.. Please refer to this section for limitations of coverage.

7. Off-Site Instrument Repair Services (R-20B-501, R-20D-501)

The Agilent Life Sciences and Chemical Analysis Customer Service Centers provide expert troubleshooting assistance for selected instruments. This support service gives you lower-cost support than at-your-site repair.

Agilent provides the following services at designated Agilent Life Sciences and Chemical Analysis Customer Service Centers.

A. Services

1. Return to Agilent for Repair (R-20B-501). Agilent provides all labor, parts and materials necessary to restore the instrument to good operating condition. Replacement parts are new or their equivalent. Replaced parts become the property of Agilent.

You are responsible for shipping costs when returning an instrument to Agilent for repair.

Service includes diagnosis and correction of product malfunctions and failures. Repaired products are retested to verify proper operation.