1) Services & Coverage
(a) Ultrasound Solutions Corp (“USC”) agrees to provide the Customer with maintenance services, including labor and parts, as outlined on the face page of this Agreement. Travel costs shall be included unless otherwise specified.
(b) Only the equipment explicitly listed on the face page of this Agreement (the “Equipment”) shall be covered.
(c) Services shall be provided solely for failures resulting from normal usage, as defined within this Agreement.
(d) Service shall be performed during “normal business hours,” which are Monday through Friday, 8:30 a.m. to 6:00 p.m. EST, excluding national holidays. Any service provided outside these hours shall be billed at USC’s prevailing overtime rates.
(e) Discounts, where applicable, shall apply only to repairs, parts, and probes serviced by USC. Parts and probes sourced from the OEM shall be charged at cost plus shipping and handling.
2) Preventive Maintenance
(a) If included in this Agreement, USC’s Field Service Engineers shall conduct periodic preventive maintenance services, including inspection, analysis, and adjustments per manufacturer specifications.
3) Access to Equipment
(a) The Customer shall provide USC’s Field Service Engineers with unrestricted and safe access to the Equipment, along with a safe workspace for necessary repairs.
(b) Should USC’s service representatives be unable to proceed due to Customer-caused delays, additional labor and travel expenses shall be billed at USC’s current rates.
4) Exclusions
USC shall not be responsible for service necessitated by:
(a) Any Equipment that has been damaged accidentally, misused, abused, improperly installed, applied, operated or maintained, neglected, tampered with or subjected to unusual or abnormal electrical, environmental, or mechanical stress;
(b) Any Equipment that has been interconnected with other Equipment or accessories not expressly provided for in the operator’s manual;
(c) Any Equipment that has not been maintained by Customer according to manufacturer’s specifications; or that has been damaged by fire, flood, water, storm, wind, lightening, or natural causes;
(d) Equipment or accessories not listed on the face page of this Agreement;
(e) Consumables and accessories including gel, patient leads and cables, batteries, paper, recording media, fluids, etc.;
(f) Replacement and/or repair of specialty probes (4D, Tee probes).
5) Payment Terms
(a) The Customer agrees to remit full payment for the selected service coverage as detailed on the face page of this Agreement.
(b) All payments are nonrefundable.
(c) USC shall invoice the Customer per the terms specified. Prices exclude applicable sales and use taxes, which shall be the Customer’s responsibility.
(d) Payments must be made within the terms specified on the face page. Late payments will accrue interest at 1.5% per month (or the maximum permissible rate under applicable law). The Customer shall also bear any collection costs, including reasonable attorneys’ fees.
(e) USC reserves the right to suspend services if payments are 30 days past due. In such cases, future services may require prepayment or COD terms.
6) Term & Termination
(a) The initial term is as stated on the face page, and services will commence only upon full advance payment.
(b) If either party materially breaches this Agreement and fails to cure such breach within 30 days of written notice, the non-breaching party may terminate with 7 days notice. Monetary defaults are not subject to cure provisions.
(c) Early termination by the Customer shall result in immediate payment of any outstanding amounts, including any prorated discounts applied to any services completed, including multi-year agreements.
7) Indemnification & Limitation of Liability
(a) The Customer agrees to indemnify and hold USC harmless from any claims, penalties, damages, or losses arising out of this Agreement, except in cases of USC’s gross negligence or willful misconduct.
(b) USC’s total liability shall not exceed the total fees paid by the Customer in the preceding 12 months.
8) Exclusive Remedy
If USC breaches any warranty, the Customer’s exclusive remedy shall be:
(a) Correction of the error, or
(b) Reperformance of the affected services.
If neither is feasible, USC may terminate this Agreement and refund the applicable fees for the non-performing services.
9) Obsolete Equipment
Should USC determine that the Equipment is beyond economical repair, USC may:
(a) Offer a substantially similar replacement at USC’s cost.
(b) Offer an upgrade, subject to mutual agreement on cost allocation.
(c) Terminate this Agreement without refund.
10) Dispute Resolution
Before litigation, both parties agree to attempt resolution via mediation or arbitration in New York, NY. Costs shall be shared equally.
11) Data Protection & Patient Privacy
USC shall implement reasonable security measures to safeguard customer data and comply with applicable HIPAA and GDPR regulations.
12) Force Majeure
USC shall not be liable for delays or failures in service caused by events beyond its control, including but not limited to labor disputes, natural disasters, acts of terrorism, or governmental restrictions. In such cases, service obligations shall be extended accordingly.
13) Governing Law & Jurisdiction
This Agreement shall be governed by and construed under the laws of the State of New York. Any disputes shall be exclusively resolved in the courts of Nassau County or the United States District Court for the Southern District of New York.
14) Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements or understandings, whether written or oral. Any modifications must be in writing and signed by both parties.