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HomeMy WebLinkAboutterms and conditionsMEDTRONIC PHYSIO-CONTROL CORK SERVICE ORDER TERMS AND CONDmONS TERMS Medtronic Physlo-Contrors {"Physio') acceptance of Customer's Service Order Is expressly conditioned on Customer's assent to the terms set forth In this dodume and its attachments. Physio agrees to furnish the services ordered by Customer only on these terms, and Customer's acceptance of any portion of the goods and vices covered by this document shall confirm their acceptance by Customer. These terms constitute the complete agreement between the parties and they shall gc ern any conflicting or ambiguous terms on Customer's purchase order or on other documents submitted to Physlo by Customer. These terms may not be revised in any manner without the prior written consent of an officer of Physlo. REPAIR SERVICES If "Repair" services are designated, subject to the Exclusions identified below, they shall include, for the designated Covered Equipment, all repair parts and materi required, all required Physlo service technician labor, and ail related travel expenses. For offsite (ship -in) services, units will be returned to Customer bjr Physio frelg prepaid. INSPECTION SERVICE& If "Inspection" services are designated, subject to the Exclusions identified below, they shall include, for the designated Covered Equipment, verification of proper instrument calibration, verification that instrument mechanical operations and output measurements are consistent with applicable product specifications, performa of an electrical safety check in accordance with National Fire and Protection Guidelines, all required Physlo service technician labor and all related travel expenses. For offsite (ship -In) services, units will be returned to Customer by Physio freight prepaid. DOCUMENTATION Following each Repair and/or Inspection, Physio will provide Customer with a written report of actions taken or recommended and identification of any materials replaced or recommended for replacement. LOANER If a Physlo product is designated as a unit of Covered Equipment for Repair Services and needs to be removed from service to complete repairs, an appropriate Loaner unit will be provided, if available, until the removed unit is returned. Customer assumes complete responsibility for the Loaner and shall return the Loaner to Physio in the same condition as received, at Customer's expense, upon the earlier of the return of the removed unit or Physio's request, EXCLUSION& This Service Order does not include: supply or repair of accessories or disposables (e.g., patient cables, recorder paper, etc.); repair of damage caused by misuse, abuse, abnormal operating conditions, operator errors, and/or acts of God; repairs to return an instrument to normal operating equipment at the time of initial servic Physio under this Service Order, case changes; repair or replacement of items not originally distributed or Installed by Physio; and exclusions on Schedule B to this Service Order, if any, which apply to Covered Equipment. SCHEDULE SERVICES Designated Repair and Inspections Services will be performed at the designated service frequency and during designated service hours. Customer is to ensure Covered Equipment is available for Repair and/or Inspection at scheduled times. If Covered Equipment is not available as scheduled and Customer requests additional services to be performed or if Physio is requested to perform Repair or inspection services not designated in this Service Order (due to the nature of services selected, instruments Involved not being Covered Equipment, request being outside of designated service frequency or hours, or application of the Exclusions); Customer shall reimburse Physio at Physio's standard labor rates less 10% (including overtime, if appropriate), plus standard list prices for related part: and materials less 15%, plus actual travel costs incurred. PAYMENT The cost of services performed by Physio shall be payable by Customer within thirty (30) days of Customer's receipt of Physio's Invoice (or such other terms as Phy: confirms to Customer in writing). In addition to the cost of services performed, Customer shall pay or reimburse Physio for any taxes assessed Physio. If the numb, or configuration of Covered Equipment is altered during the Term of this Service Qrder, the price of Services shall be adjusted accordingly. WARRANTY Physlo warrants Services performed under this Service Order and replacement parts provided in performing such Services against defects in material and workman ship for ninety (90) days from the date a Service was performed or a part was provided. Customer's sole remedy shall be reservicing the affected unit and/or replac, merit of any part determined to be defective, without any additional Customer charge, provided Customer notifies Physio of any allegedly defective condition within (10) calendar days of its discovery by Customer. Physio makes no other warranties, express or Implied, including, without limitation, NO WARRANTY OF MER- CHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT SHALL PHYSIO BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES. TERMINATION Either party may terminate this Service Order at any time upon sixty (60) days prior written notice to the other, except that Physio may terminate this Service Order immediately upon Customer's failure to make timely payments for services rendered under this Service Order. In the event of termination, Customer shall be obligat. to reimburse Physio for that portion of the designated price which corresponds to that portion of the Term and the scope of Services provided prior to the effective c of termination. 0.5L Y$ Physio will not be liable for any loss or damage of any kind due to Its failure to perform or delays in its performance resulting from any cause beyond its reasonable c trol, Including, but not limited to, acts of God, labor disputes, labor shortages, the requirements of any governmental authority, war, civil unrest, delays In manufactu obtaining any required license of permit, and Physio's inability to obtain goods from its usual sources. Any such delay shall not be considered a breach of Physio's obligations and the performance dates shall be extended for the length of such delay. MISCELLANEOUS a) Customer agrees to not employ or offer employment to anyone performing Services on Physio's behalf during the Term of this Service Order or for one year following Its expiration without Physio's prior written consent. b) This Service Order, and any related obligation of other party, may not be assigned in whole or in part without the prior written consent of the other party c) The rights and obligations of Physlo and Customer under this Service Order shall be governed by the laws of the State of Washington. All costs and expenses Incurred by Physlo related to enforcement of its rights under this document, including reasonable attorney's fees, shall be reimbursed by Customer, Rev 7/99-1