Agreement and Order of Precedence: The Customer has agreed to purchase and Conquest Imaging, an MXR Imaging Company (hereafter referred to as ‘SUPPLIER’) has agreed to provide products or services as stated in the Agreement for those items outlined in the Agreement and its Addendum(s). These Terms and Conditions are attached and made a part of, all documents taken together being referred to as the “Agreement”. The parties have caused this Agreement to be executed by their duly authorized officers or representatives. SUPPLIER’s acceptance of any Customer Purchase Order (“PO”) is expressly and exclusively made conditional on Customer’s written assent to these contractual terms and conditions.
Prices: All published prices or prices quoted by ‘SUPPLIER’ are based on costs and conditions existing on the date of the Quote and are subject to adjustment without notice. Written quotations expire automatically seven (7) calendar days from the date stated on the quotation and are subject to change or termination within that period. Defective products that may have been altered or previously repaired or that may have internal damage that is not identifiable through ‘SUPPLIER’s standard evaluation process could require additional work and charges over and above what is reflected in the original Quote, and may impact ‘SUPPLIER’s ability to repair the product. Therefore, ‘SUPPLIER’ reserves the right to alter the pricing quoted, or to decline to repair defective products. The quoted price(s) may not include applicable sales, excise, use, or other taxes in effect or later levied, all of which taxes shall be paid by the Customer. Unless the Customer provides ‘SUPPLIER’ with an appropriate tax exemption certificate reasonably in advance of the date of sale, ‘SUPPLIER’ may invoice the Customer for those taxes, and the Customer shall pay those taxes in accordance with the terms of the invoice. Such taxes, if applicable, will appear as separate items on the invoice.
Order Placement: Customer may order products and services from ‘SUPPLIER’ by using Customer’s standard PO documentation system. Customer PO shall include a valid PO Reference Number, physical ship-to address, bill-to and contact information, valid part number and accurate product description, quantity, unit price, total PO amount, applicable sales tax information, method of shipment, courier and account information. Written POs received by ‘SUPPLIER’ are assumed to be generated by authorized agents of Customer. Verbal POs are not an acceptable method for order placement. Delivery: The ‘SUPPLIER’ shall not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond the ‘SUPPLIER’s control including, without limitation, acts of nature, unavailability of supplies or sources of energy, riots, wars, fires, epidemics, lockouts, strikes, and slowdowns, delays in delivery by the ‘SUPPLIER’s suppliers, or acts or omissions of the Customer. In the event or delay due to any such cause, time for delivery shall be extended for a period equal to the duration of the delay and the Customer shall not be entitled to refuse delivery or otherwise relieved of any obligations as a result of the delay. If as a result of any such cause, any scheduled delivery is delayed for a period in excess of 10 days, we may at our option, by written notice to the Customer, cancel that and all future deliveries without further liability or obligation of any kind. Products on which delivery is delayed due to any cause within the Customer’s control may be placed in storage by ‘SUPPLIER’ at the Customer’s risk and for its account.
Shipment: Unless specific instructions to the contrary are supplied by the Customer, methods and routes of shipment will be selected by ‘SUPPLIER’; However by doing so ‘SUPPLIER’ will not thereby either assume any liability in connection with shipment, or constitute any carrier as the agent of the ‘SUPPLIER’. All shipments will be insured at the Customer’s expense and made at the Customer’s risk, and the Customer shall be responsible for making all claims with carriers, insurers, warehousemen and others for mis-delivery, non-delivery, loss, damage, or delay.
Approval to Evaluate: By sending in a defective item to ‘SUPPLIER’ for repair, Customer agrees to allow ‘SUPPLIER’ to conduct an extensive evaluation of Customer’s product, which may include full disassembly of the item. Customer understands that this is necessary to provide an accurate evaluation, and expressly authorizes ‘SUPPLIER’ to perform such actions. Upon request by Customer, ‘SUPPLIER’ will make commercially reasonable efforts to restore Customer’s product to previous condition prior to return of item to Customer. Customer will be charged an evaluation fee of $550 Standard probe evaluation and $750 for TEE probe evaluation; however probe evaluation fees are waived upon approval of quote by SUPPLIER for the repair of the probe or upon receipt of probe repair order.
Initial Probe Inspection: Within thirty (30) calendar days of the effective start date of a Preferred Probe Customer Agreement, ‘SUPPLIER’ (or its authorized subcontractor) shall inspect each item of the customer’s and review all logs and documentation associated with it to determine its current state. If ‘SUPPLIER’s’ inspection reveals that a probe is inoperable or in need of substantive repair, ‘SUPPLIER’ will provide customer with a written estimate of the cost of repair. ‘SUPPLIER’ will work with customer to gain approval for needed repairs and schedule the repairs with the customer. If customer does not permit ‘SUPPLIER’ to conduct its inspection within the above thirty (30) calendar day period, the Agreement is null and void. If any items were not included in the initial inspection or added to the list using the Additions and Deletions or Upgrade process set forth herein, these items will not be covered under this agreement.
Loaners: ‘SUPPLIER’ may at ‘SUPPLIER’s option loan to Customer products for temporary use (“Loaner”) while Customer’s defective product is in transit, evaluation, or repair. The Loaners may at ‘SUPPLIER’s option be provided free of charge. The Loaners may at ‘SUPPLIER’s option be charged if the following conditions are met: (i) if ‘SUPPLIER’ ships Loaners to Customer and the Customer’s defective product(s) is/are not received by ‘SUPPLIER’ within ten (10) calendar days after ‘SUPPLIER’ has shipped the Loaner, a charge of $250 per day per Loaner will be charged to Customer for the products until the ‘SUPPLIER’s Loaners are returned. If Loaners are not received by ‘SUPPLIER’ within thirty (30) calendar days after the deadline for ‘SUPPLIER’s receipt from Customer of Customer’s defective products, Customer will be charged the full outright market price of the loaned items; (ii) if ‘SUPPLIER’ has received the Customer’s defective product, and has provided a recommended course of action for repair or exchange of the defective product, the customer has five (5) days to respond as to whether ‘SUPPLIER’s recommendation is accepted by Customer. After such period, the Customer will be charged a $250 per day Loaner fee per Loaner; (iii) if, after ‘SUPPLIER’ has recommended a course of action for repair or exchange of the defective product, Customer requests a return of the defective Product and rejects any service by ‘SUPPLIER’, Customer will be charged a minimum $550 evaluation fee, plus the appropriate loaner fee for the use of any Loaner; if a Loaner is damaged while in Customer’s possession, or is in need of repair or replacement after Customer returns it to Supplier, Customer will be charged the lower of the ‘SUPPLIER’ repair list price, if repairable, or the market value of the Loaner, unless otherwise agreed to by ‘SUPPLIER’ in writing prior to the provision of the services. Customer must notify ‘SUPPLIER’ of any Loaner defects within 24 hours of receipt; otherwise Loaners shall be deemed acceptable to Customer. If loaner is returned by Customer to ‘SUPPLIER’ and is determined to be unrepairable by ‘SUPPLIER’, Customer will be charged the full outright market price of the loaned items.
Warranty: There is a 90-day warranty on repaired portion of the probe. Conquest Imaging is not responsible for the portion of the probe that is not repaired at our facility.
Returns: All probes returned must have a valid RMA (Return Material Authorization) number specific to the purpose of return. All returns must be received within 15 calendar days and are subject to a thirty percent (30%) or a minimum of $200 restocking fee. If the return is not received within 30 calendar days, Customer will be charged the full market value of the probe.
Product Acceptance: Unless expressly provided otherwise in the Agreement, Customer shall be deemed to have accepted a Product delivered by ‘SUPPLIER’ under the Agreement on the earliest of: (i) if ‘SUPPLIER’ installs the Product, one (1) business day after Supplier notifies Customer that it has completed assembly and the Product is operating substantially in accordance with published performance specifications; (ii) if ‘SUPPLIER’ does not install the Product, two (2) business days after delivery of the Product to Customer; or (iii) the date the Customer first uses the Product for patient use. Unless otherwise specified, Supplier assumes no obligation to install any products sold, or to place them in working order, at the Customer’s premises.
Core Exchange: All Exchanges require a valid RMA (Return Material Authorization) number. Unless otherwise indicated in the Quote, all orders for products under the Agreement are provided on an “Exchange” basis, and therefore require the return of an equivalent “like for like” part (“Core”) to ‘SUPPLIER’ within fifteen (15) calendar days of delivery of Product. Documentation provided with Core shall clearly reference ‘SUPPLIER’s RMA reference number and be returned in ‘SUPPLIER’s original package using generally accepted industry standards with the RMA reference number clearly visible on the box. All shipping, handling and packing expenses relating to the return of the Core shall be the responsibility of the Customer. Core exchanges that are not returned within fifteen (15) calendar days will be charged the applicable outright full market price or at Suppliers discretion. The original part received may be returned at the customer’s request and expense, or after 30 days it will become the property of ‘SUPPLIER’.
Warranty: ‘SUPPLIER’ warrants its product against any defects or malfunctions for 90 days unless otherwise specified at the time of sale. This warranty is void if the serial number has been altered or removed from the product. If the failure of the product is a result of accident, abuse, misapplication or Acts of God, ‘SUPPLIER’ shall have no responsibility under this warranty policy. Warranty terms and credit terms are as follows: 1. All warranty claims require a valid Warranty RMA (Return Material Authorization) number valid for warranty only to be requested within 90 days of the original shipment date or as stated at the time of sale. Please contact the ‘SUPPLIER’ to obtain an RMA number prior to returning product. In an effort to expedite the warranty claim and confirm the failure of the part, please note that you may be required to speak to a technical engineer prior to receiving a replacement. 2. All warranty parts must be returned to ‘SUPPLIER’ within 15 calendar days of the Warranty RMA. 3. All warranty parts returned without a RMA number will be processed as an Exchange part and no credit will be issued. 4. All warranty claims will undergo a technical review validation, and credit will only be issued on valid and approved warranty claims.
Additions and Deletions or Upgrades: Customer is responsible for notifying ‘SUPPLIER’ in writing prior to adding or deleting covered items or upgrade existing system hardware resulting in a change of covered items. All parts or other items to this Agreement after the initial inspection for service coverage described below. All additions, deletions or hardware/software upgrades will result in new pricing and will need to be quoted prior to being governed by this Agreement.
Any additional services provided by ‘SUPPLIER’ at customer’s request that are not covered by this Agreement will be furnished at ‘SUPPLIER’s’ then current list prices/rates.
As requested by Customer outside of the Agreement, on a case by case basis, ‘SUPPLIER’ may provide additional and separately billed services.
Amendment; Waiver; Survival: Terms and conditions set forth in any purchase order or other document provided by the customer to ‘SUPPLIER’ which differ from, conflict with, or are not included in this Agreement shall not become a part of any agreement between ‘SUPPLIER’ and the customer unless such terms and conditions are specifically accepted in writing by an authorized officer of ‘SUPPLIER’. This Agreement may be amended only in writing signed by authorized officers or representatives of both parties. Any failure to enforce any provision of this Agreement is not a waiver of that provision or of either party’s right to later enforce each and every provision. The terms of this Agreement which by their nature are intended to survive its expiration (such as the confidentiality provisions and customer’s obligation to pay any amounts owed to ‘SUPPLIER’) will continue in full force and effect.
Confidentiality: ‘SUPPLIER’ will treat patient information as confidential and will comply with all privacy laws protecting patient information. Each party will treat all information of the other party which is marked as confidential or proprietary and not otherwise publicly or already known or available from a lawful source in a confidential manner and will not disclose it to third parties except as specifically permitted in this Agreement or as required by applicable law or court order. Confidential information excludes information relating to the U.S. tax treatment or U.S. tax structure of the transaction covered by this Agreement. The pricing, terms of sale and other information contained in or disclosed by ‘SUPPLIER’ under this Agreement, whether disclosed in writing or disclosed verbally, are confidential regardless of any lack of markings thereon. Customer may not disclose such pricing, terms of sale and other information to any other party without ‘SUPPLIER’s prior written approval, except for any legally required disclosure. Each party reserves the right to enforce these confidentiality restrictions against a party who wrongfully discloses, receives and/or further disseminates confidential information of the complaining party, including seeking injunctive relief. Terms regarding confidentiality shall survive the expiration of this contract.
Existing Service Arrangements: If the customer has prior continuing service arrangements with other vendors for service on any item of equipment identified Addendum A, customer is responsible for any and all financial costs incurred by ‘SUPPLIER’ as a result of Customer having contractual coverage with another vendor in addition to ‘SUPPLIER’ coverage (i.e. parts, restocking fees). If said equipment is still covered by a warranty issued by another vendor, the terms and conditions of those arrangements or warranties are not altered in any way by this Agreement and ‘SUPPLIER’ does not assume any obligations under those arrangements or warranties. Customer acknowledges and agrees that it will take no steps to prematurely terminate any prior arrangements except as may be agreed to by the applicable vendor or otherwise permissible under applicable law.
Service and Parts Exclusions: Consumable items, accessories, networking hardware and software, printers and other peripherals are not covered for service under this Agreement. Parts that are deemed cosmetic or accessory in nature may be replaced at cost to the Customer.
Customer Responsibilities: In order for ‘SUPPLIER’ to perform its duties and obligations under this Agreement (including warranty obligations), customer agrees to:
- Provide and maintain a suitable, safe and hazard-free location and environment for ‘SUPPLIER’ personnel and subcontractors to conduct onsite Mobile Probe Testing.
- Ensure ‘SUPPLIER’ is given ready access to all the probes and documentation provided by the Original Equipment Manufacturer.
- Provide ‘SUPPLIER’ access to the equipment, parts, and other equipment as necessary to perform services.
- Promptly notify ‘SUPPLIER’ in writing of any change in the customer information specified in this Agreement.
Access to Equipment: Customer shall offer unrestricted and safe access to the Equipment for ‘SUPPLIER’ employees and representatives and shall cooperate with ‘SUPPLIER’ employees and representatives in their performance of services under this Agreement.
Consumable Items: Customer shall provide, at no charge to the ‘SUPPLIER’, the necessary consumable items such as cleaning supplies required by ‘SUPPLIER’ in the performance of the services hereunder.
Taxes: Customer agrees to pay all applicable taxes arising from this Agreement including any sales, use, excise, property, or similar federal, state, or local taxes. Customer will promptly reimburse ‘SUPPLIER’ for all amounts paid or payable by ‘SUPPLIER’ in discharge of the foregoing taxes.
Entire Agreement: This Agreement including the Addendums and these Terms and Conditions comprise the entire Agreement between the parties and supersede all prior proposals, quotations, agreements, promises, or representations between the parties, whether verbal or written. The terms of this Agreement will prevail notwithstanding any variance with the terms of any present or future purchase or service order or request by the customer for services.
Excusable Delays: Either party is excused from performing under this Agreement when the delay or failure to perform is caused by events or contingencies beyond a party’s reasonable control. In the event that a delay occurs, the time for performance shall be extended as reasonably necessary to enable performance.
Governing Law; Jurisdiction and Venue; Mediation: This Agreement shall be governed by, construed and enforced in accordance with the laws of State of Ohio, United States of America. Jurisdiction and venue for the adjudication of any actions will solely lie in the state or federal courts in the State of Ohio, at ‘SUPPLIER’s’ option. The parties agree that, except to seek injunctive relief to prevent a breach of confidentiality or intellectual property rights, they will enter into a non-binding mediation process with a well- recognized, professional mediator located in the State of Ohio in a good faith attempt to settle any disputes under this Agreement prior to resorting to litigation.
Independent Contractor: ‘SUPPLIER’ is an independent contractor. ‘SUPPLIER’ employees are under the ‘SUPPLIER’’ exclusive direction and control. ‘SUPPLIER’s’ subcontractors’ employees are under the ‘SUPPLIER’s’ subcontractors’ exclusive direction and control. Nothing in this Agreement will be construed to designate ‘SUPPLIER’ or any of its employees or ‘SUPPLIER’ subcontractors or any of their employees as customer’s employees or agents; except for the grant of limited agency above in the “Agent of Customer” Section above.
Insurance: ‘SUPPLIER’ and customer shall each carry workers compensation, employer’s liability, general commercial, and product liability insurance with well recognized insurance carriers in commercially reasonable amounts covering their acts or omissions. Customer shall carry property insurance covering the equipment against damage or loss and each party waives any claims against the other for damages to their property arising out of the acts or omissions of the other. ‘SUPPLIER’ will assure that its qualified subcontractors carry commercially reasonable insurance coverages as described above.
Limited Warranties: ‘SUPPLIER’ warrants that its services will be performed by qualified employees or subcontractors in a professional and workmanlike manner. ‘SUPPLIER’ warrants that parts sold or otherwise provided hereunder will be functional for a ninety (90) day limited warranty period. THE WARRANTIES IN THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. ‘SUPPLIER’ EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Written warranty claims shall be made by customer through the ‘SUPPLIER’s’ standard Return Material Authorization process, either by calling or e-mailing Customer Service using the information on the Agreement Summary above.
Limitations of Remedies and Liability: ‘SUPPLIER’ will promptly re-perform any non-conforming services provided all claims for service non-conformity are communicated to ‘SUPPLIER’ in writing within ninety (90) days from the date the original services were performed. All claims for defective parts must be made within ninety (90) days of receipt by the customer. ‘SUPPLIER’ will, at its option, repair, replace, or credit any parts which it determines is defective; provided that the customer’s conduct has not caused or contributed to the defect. Except as provided below with respect to tort liability arising from gross negligence or willful misconduct, ‘SUPPLIER’S’ MAXIMUM LIABILITY UNDER THIS AGREEMENT TO
CUSTOMER MAY NOT EXCEED THE PRICE OF THE SERVICE OR PARTS INVOLVED IN THE CUSTOMER CLAIM. IN NO EVENT SHALL ‘SUPPLIER’ BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL LOSSES OR DAMAGES, INCLUDING
WITHOUT LIMITATION, LOST REVENUES OR PROFITS, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES WHETHER ARISING FROM BREACH OF THE TERMS IN THIS AGREEMENT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR ANY
OTHER THEORY OF LIABILITY. ‘SUPPLIER’ SHALL HAVE NO LIABILITY FOR ANY ASSISTANCE NOT REQUIRED UNDER THIS AGREEMENT WHICH ‘SUPPLIER’ OR ITS EMPLOYEES OR SUBCONTRACTORS PROVIDED TO THE CUSTOMER. NEITHER PARTY HAS ANY TORT LIABILITY TO THE OTHER ARISING FROM THIS AGREEMENT, EXCEPT TO THE EXTENT EITHER PARTY COMMITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Parts and Replacements: ‘SUPPLIER’ reserves the right to use new or refurbished parts and parts acquired from third parties as long as the parts are compliant to ‘SUPPLIER’s’ quality assurance standards and processes. Any part for which ‘SUPPLIER’ has supplied a replacement part shall become property of the ‘SUPPLIER’. Installation of parts not supplied by ‘SUPPLIER’ or its representative without prior written consent of ‘SUPPLIER’ constitutes a material breach of this Agreement.
Payment Terms: Invoices are payable in United States currency only. Unless otherwise expressly stated in the Agreement Summary, terms for services and parts delivery in USA and Canada are net cash on or before the thirtieth (30th) day following the date of invoice. A 3.5% convenience fee will be charged for all credit card transactions. Failure to make timely payment(s) is a material breach of this Agreement, for which (in addition to other available remedies) ‘SUPPLIER’ may suspend performance under this or any other ‘SUPPLIER’ agreements until all past due amounts are brought current. If ‘SUPPLIER’ so suspends performance, ‘SUPPLIER’ will not be responsible for the completion of planned maintenance due to be performed during the suspension period and any product downtime will not be included in the calculation of any uptime commitment.
Overdue payments shall be subject to finance charges computed at a periodic rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Customer will reimburse ‘SUPPLIER’ for reasonable costs (including attorneys’ fees) relating to collection of past due amounts. Any credits that may be due to customer under this Agreement or any other ‘SUPPLIER’ agreements may be applied first to any outstanding balance. If customer does not make any payments for services or parts within forty-five (45) calendar days after such payments are due, ‘SUPPLIER’ may, upon ten (10) calendar days prior written notice to customer enter upon customer’s site and remove the parts.
All customer orders are subject to ‘SUPPLIER’s’ ongoing credit review and approval process. Payment terms may change based on a change to customer’s credit status with written notice from ‘SUPPLIER’.
Bank Account Information – For payments made by check, (Lockbox) please remit to:
1815 Industrial Drive, Suite 100
Stockton, CA 95206
For payment made by wire transfer, please make contact accounts receivable.
Parts and Equipment
Purchased Equipment and Parts: The following provisions shall apply only to the purchase of equipment or parts from ‘SUPPLIER’:
Order Cancellation: Customer purchase orders accepted by ‘SUPPLIER’ are not subject to change except upon written agreement. Purchase orders accepted by ‘SUPPLIER’ are non-cancellable by customer except upon ‘SUPPLIER’s’ written consent. Any customer order for a ‘SUPPLIER’ price list item prior to delivery shall be subject to a cancellation charge of not less than ten percent (10%) of the order value to cover costs of processing and order handling.
Transportation, Title and Risk of Loss: Equipment and parts will be shipped to customer Free-On- Board (F.O.B.) pursuant to Section 2-319 of the Uniform Commercial Code. Customer is responsible for paying for freight and insurance against property damage or loss until delivery to customer for parts purchases. Title and risk of loss to parts passes to customer at ‘SUPPLIER’s’ shipping dock. ‘SUPPLIER’ is responsible for paying for freight and insurance against property damage or loss until delivery to customer for equipment purchases. Title and risk of loss to equipment passes to customer at customer’s shipping dock.
Specifications: All parts may be subject to ‘SUPPLIER’s’ standard specifications and tolerances. ‘SUPPLIER’ reserves the right to make modifications and substitutions in the specifications of any part provided that the modifications or substitutions do not materially affect the performance of the equipment and part or the purposes for which they can be used.
Returns: All parts returned must have a valid RMA (Return Material Authorization) number specific to the purpose of return. All returns must be received within 15 calendar days and are subject to a thirty percent (30%) or a minimum of $200 restocking fee. If the return is not received within 30 calendar days, Customer will be charged the full market value of the part. If a a seal is broken on a returned part or a part is damaged while in Customer’s possession, or is in need of repair or replacement after Customer returns it to ‘SUPPLIER’, Customer will be charged 45%, if repairable. If the returned product is unrepairable, Customer will be charged the full market value of the part, unless otherwise agreed to by ‘SUPPLIER’ in writing.
Exchange: ‘SUPPLIER’ exchange replacements are to be returned within fifteen (15) calendar days after the customer receives the replacement part. The exchange is to be sent to ‘SUPPLIER’ using the ‘SUPPLIER’s’ standard Return Material Authorization process with the RMA Number clearly visible on the box. If the exchange part is not returned within ten (10) business days, the Customer will be charged a daily fee of One Hundred and Fifty Dollars ($150.00) from the date of shipment. If the exchange part is not returned within thirty (30) business days, the Customer will be sent an invoice for the current outright market value of the part.
Portable Ultrasound System Depot Repair
Warranty: There is a 90-day warranty on repaired portion of the system. Conquest Imaging is not responsible for the portion of the system that is not repaired at our facility.
Flat Rate Pricing: Flat Rate Repair pricing correlates to the repair of a system whose parts and components are deemed repairable by Conquest Imaging. Repairable parts and components exclude, without limitation, the following:
• Problems related to firmware
• Systems that have physical damage to the PCB (delamination, burned traces, etc.)
• Systems that have been previously repaired elsewhere
• Unknown failure modes
Unrepairable: After performing a full system evaluation, if MXR The Imaging Solution Company cannot repair the portable system and/or the system issue falls under the exclusions listed above, we will notify the customer. We will deem the portable system unrepairable at the Flat Rate Repair price. If the portable system can be repaired by purchasing and replacing substantial parts (i.e. board replacement) the customer will be notified the portable system is deemed unrepairable at the Flat Rate Repair price and will be offered an alternative quote in cases where this is possible. It is at the customer’s discretion at that point to take one of two actions: (1) hire MXR to perform the repair at the quoted price or (2) decline the repair and have their portable system returned. If a customer has a system that is deemed unrepairable at the Flat Rate Price returned, the customer is responsible for the return shipment cost but will NOT be charged the evaluation fee of $550.
Repairable: For those customers who have sent in their portable system for evaluation and their system is deemed repairable at the Flat Rate Repair price, the customer will not be charged the evaluation fee ($550) if the customer proceeds with the repair at the Flat Rate Repair price. However, if an MXR evaluation deems a system repairable and the customer decides NOT to proceed with the Flat Rate Repair, we will charge the customer an evaluation fee of $550.
Record Retention and Cost Reporting: If the Customer notifies ‘SUPPLIER’ in writing that this Agreement is subject to records retention requirements under federal law, ‘SUPPLIER’ will retain and make available and insert the requisite provision in each applicable subcontract requiring its subcontractors to retain and make available, the contracts, books, documents and records to the persons, upon the requests, and for the period of time as required by such Act. It is the customer’s sole responsibility to comply with all cost reporting obligations under federal and state laws concerning the services and parts received under this Agreement.
Term: The term of this Agreement shall be for the period stated in the Agreement Summary. The term shall automatically renew for an additional period equal to the length of the original period unless either party gives the other a written notice, within sixty (60) calendar days of the end of the current term of its election to terminate the Agreement at the end of the then current term.
Special Termination Conditions: Except for customer’s failure to make timely payments to ‘SUPPLIER’ which is addressed below, if either party materially otherwise breaches this Agreement, the other party may notify the breaching party in writing, describing the breach, and the breaching party will have sixty (60) calendar days following such notice to remedy the breach. If the breaching party fails to remedy the breach during the period, the other party may by written notice terminate this Agreement.
This Agreement may also be terminated by the customer with thirty (30) days written notice to ‘SUPPLIER’ should: (a) the equipment covered be de-installed, sold or removed from service; or (b) the facility is shut down and the equipment covered is no longer being used on patients; or (c) the customer becomes insolvent or the subject of a bankruptcy proceeding.
In the event this Agreement is terminated for any of the reasons listed prior to expiration, ‘SUPPLIER’ will recalculate all services (travel, labor, and parts) on a Time and Materials basis and customer agrees to pay the difference between the unpaid balance owed hereunder and the Time and Materials amount, if any.
This contract cannot be terminated by the customer except for reasons stated herein.
THE ABOVE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE.