Terms of Quotation
1. (a) SUPERSEDING EFFECT. This Quotation (hereinafter the “Quotation”) supersedes all previous quotations by Medical Equipment Services or Tristate Biomedical Solutions, as the case may be, (hereinafter “Seller”) with respect to its subject (hereafter “the Equipment”). It may be withdrawn without notice and does not bind Seller until signed by the Customer and signed by an authorized representative of Seller other than a salesperson.
1. (b) NO COUNTEROFFERS. Acceptance of this Quotation is expressly limited to the terms and conditions contained herein and any additional or different terms or conditions contained in Customer’s order or response hereto shall be deemed objected to by Seller without need of further notice of objection and shall be of no effect nor in any circumstances binding upon Seller.
2. (a) GENERAL PAYMENT TERMS. Customer shall pay Seller under the terms of payment described on the face of this Quotation. If the Quotation does not specify the terms of payment, then Customer shall pay Seller 50% of the total price upon acceptance of the Quotation and the remaining balance upon shipment of the Equipment, or if the Quotation requires Seller to install the Equipment, upon first use of the Equipment.
2. (b) ADDITIONAL COSTS, DEFERRED PAYMENT ARRANGEMENTS. Unless otherwise expressly agreed in writing, Customer shall pay all charges for transportation and delivery from F.O.B. point of shipment indicated on the face hereof, and all excise, sales, occupation or use taxes, or any and all similar taxes applicable to the Equipment, its sale or use, even though not expressly set forth in the Quotation. If the Quotation provides for deferred payment arrangements, Customer shall pay Seller at the times and in the amounts reflected in the Quotation. Customer shall, as Seller may from time to time reasonably request, deliver such promissory notes, security agreements, financing statements, leases and rental agreements covering the Equipment required by Seller to evidence and secure Customer’s obligations.
3. INSTALLATION AND SITE PREPARATION
3. (a) BY Seller. If the Quotation requires installation by Seller, Seller shall, during regular working hours, make diligent efforts to install the Equipment and connect it to safety switches and power outlets provided by Customer. If the Quotation provides that connection to existing utilities is to be performed by Seller, quoted prices included the normal cost thereof. Any unusual costs resulting from the conditions of the premises or the condition or location of the utilities, including any overtime of Seller employees required or requested by Customer, shall be paid by Customer.
3. (b) BY CUSTOMER OR OTHERS AND EFFECT OF UNION REQUIREMENTS. Unless otherwise specified in writing, Seller will deliver the Equipment and will connect the same to the safety switches or power outlets to be provided and installed by the Customer before the scheduled delivery date. If, for any reason, such electrical connections are made by other than Seller, any additional charge for the cost of such outside labor is the responsibility of Customer. Proper electrical current for operation of the Equipment will be brought to the safety switches and outlets by Customer and the Customer will supply all of the necessary conduits, wiring, Unistrut steel or similar support in the ceiling, plumbing, carpentry, construction work and rigging and all other installation accessories which may be required for making the installation. If the Customer specifies to Seller in writing that it will make its own installation of the Equipment, then the Customer shall be solely responsible for such installation and the subsequent operation of the Equipment. If any certificates or other approvals of any governmental authority are required to be obtained for the installation, the same shall be procured by Customer at Customer’s expense before the delivery.
TERMS AND CONDITIONS SERVICE AGREEMENT
Standard Period of Maintenance:
This Service Agreement (the “Agreement”) applies to the equipment identified in the Agreement for the specified coverage dates and includes only those services specified in the Agreement. It becomes effective when signed by the Customer and an authorized representative of Tristate Biomedical Solutions, LLC (“TBS”). The terms of this Agreement supersede all previous quotations or agreements dealing with the equipment specified in this Agreement. Any service or travel provided outside of these periods will be charged at the prevailing overtime service rate.
Expiration of Quotation:
The quoted prices remain in effect for 30 days from the presentation date.
Diagnostic Imaging Equipment Service
A. Replacement Parts – Unless indicated on the service codes for the covered equipment (see Equipment Inventory), TBS will not be responsible for the replacement of wear items, including, but not limited to, patient cables, styli, print heads, batteries, transducers (unless otherwise noted), probes (unless otherwise noted), detector assemblies, line cords, fiber optics, crystals, 02 cells, image intensifiers, magnetrons, thyratrons, x-ray tubes, PMT Tubes, Digital Optics Systems, Eraser Lamps, Transport Assemblies, Monitors, or Computer Hardware, unless otherwise specified in the Agreement. Any computers or hardware not supplied by TBS, film, chemicals, and other similar consumable items are also not included. Parts utilized in the repair of equipment listed in this agreement shall meet Original Manufacturer specifications. Parts included under this agreement are defined as the individual components used to comprise a subassembly, assembly, or system. Entire systems, individually serialized components and system software are excluded from replacement. Removed parts become the property of TBS.
B. The following are not covered by this Agreement:
Networking – Image and data communication issue due to customer’s network problems.
Configuration – Errors caused by an untrained or unauthorized administration performing tasks (e.g. Configuration changes, setup) and installation of non-approved computer programs.
Viruses – Viruses resulting from programs not approved by TBS.
Viruses – Viruses resulting from the use of internet services.
Domain Issue – any slow down due to Networking or Domain issue which cost TBS loss time diagnosing customers Domain or networking problems may result in a charge of 150.00 per hour during normal business hours plus any travel expenses. An Additional Charge per hour may also be charged for any down time TBS may accumulate in making excessive phone calls to the customers contracted IT support for any issues that may require their assistance resolving the diagnosed problem.
C. Periodic Maintenance Periodic Maintenance is defined as the visual inspection of the entire system covered under this Agreement. This inspection is intended to reveal areas of excessive wear and other defects that may constitute a safety hazard or cause the system to fail during its operation. Functional checks with the whole or partial test to specifications and minor repairs of the system along with all necessary electrical and mechanical adjustments of the covered equipment are included as described in the original equipment manufacturers published technical manual.
D. Any pre-existing problem with equipment identified in the first thirty (30) days from the effective date of this Agreement will not be covered by TBS.
E. TBS will act as the customer’s authorized representative in obtaining parts, support, or anything applicable to equipment service where the manufacturer elects to do business exclusively with the equipment end user. The customer’s account will be credited for any purchase by customer on behalf of TBS upon submission of vendor invoice and packing slip.
F. Service and operator manuals needed to meet JCAHO requirements will be purchased by and will remain the property of the customer and kept on site at equipment location. Software required to service equipment listed is the responsibility of the customer.
G. Coverage Hours Standard coverage hours under this Agreement are 8:00am – 5:00pm, Monday through Friday unless otherwise noted. For the purpose of determining overtime service charges, a service call placed after 2:30 PM requiring same day service will result in overtime billing past 5:00PM. Overtime will be calculated as the overtime hourly rate minus the standard hourly service rate.
H. Work slowdown or stoppage – TBS reserves the right to charge for work delays caused by incomplete Construction, Electrical or Network related preparations that were to be completed prior to the approved scheduled installation dates.
I. End of Life Equipment – If TBS enters into a service Agreement in regard to a Modality that has been identified as end of life by the Original Equipment Manufacturer, or by the Original Equipment Manufacture going out of business, TBS use commercially reasonable efforts to locate the necessary parts for the Equipment to be repaired to the Original Manufactures specifications. In the event that TBS cannot locate the necessary parts to make the necessary repair; TBS will offer to prorate the remaining term of the service agreement and credit that amount toward the purchase of New Equipment from TBS.
A. This agreement excludes the repair of equipment and associated costs resulting from damage by fire, acts of God, customer negligence, abuse, abnormal use, work stoppages, power surges, unauthorized repairs, or any cause beyond TBS control. In no event shall TBS be liable for consequential or direct damages resulting from the failure of the covered equipment due to manufacturing defects or improper operator utilization.
B. Except as provided herein, TBS makes no warranty of any kind, expressed or implied, including without limitation, any warranty of merchantability and any warranty or fitness for a particular purpose, with respect to the subject matter hereof, services to be performed by TBS pursuant to the terms hereof, or parts to be supplied hereunder. In no event shall TBS be liable for consequential or direct damages resulting from the failure of the covered equipment due to manufacturing defects or improper operator utilization.
C. Termination Either party may terminate this Agreement upon thirty (30) days prior written notice of intent to terminate by delivering to the non-terminating party and identifying the effective date of termination (which date must be more than thirty (30) days following delivery of such notice. If the Customer chooses to terminate this Agreement for any reason other than TBS’ failure to correct a defect within a thirty (30) day period (following notification), then the customer agrees to pay TBS (in addition to any outstanding invoices), within thirty (30) days following the termination, a termination fee equal to twenty-percent (20%) of the balance due over the remaining term of the Agreement.
D. Attorney’s Fees If any legal action or proceeding is brought for the enforcement of this Agreement or because of any alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees and other costs incurred in that action or proceedings in addition to any other relief in which such party may be entitled.
E. Remedy, Limitation of Liability TBS total liability under this Protection Plan shall be limited to general money damaged in an amount not to exceed the Annual Service Rate paid by consumer attributable to non-functioning or malfunctioning item or equipment for the period during which such equipment fails to function properly. TBS shall not be liable for any damages based on any third-party claims. TBS SHALL IN NO EVENT BE LIABLE FOR AN INCIDENTAL, SPECIAL OR CONSEQUENTAL DAMAGES OF ANY NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OF THE EQUIPMENT, LOSS OF DATA, OR LOSS OF PROFITS.