1. Services & Coverage
(a) USC will provide maintenance services, including labor and parts, for the coverage selected on the face page of this Agreement. Travel costs are included unless otherwise specified.
(b) Coverage applies only to the specific equipment listed on the face page of this Agreement (the “Equipment”).
(c) Services are provided only for failures resulting from normal usage as defined by manufacturer specifications and this Agreement.
(d) Service will be performed during normal business hours, defined as Monday–Friday, 8:30 a.m. to 5:00 p.m. local time in the Customer’s U.S. time zone, excluding national holidays. Any service requested outside these hours will be billed at USC’s prevailing overtime rates.
(e) For items eligible for discounts, discounts apply only to repairs, parts, and probes serviced directly by USC.
(f) USC will respond and schedule service as promptly as reasonably possible. USC does not guarantee same-day onsite service.
2. Preventive Maintenance
(a) To the extent covered by this Agreement, USC will contact the Customer to schedule periodic P.M. visits. During each visit, a USC Field Service Engineer will inspect, analyze, and adjust the Equipment per manufacturer guidelines.
3. Access to Equipment
(a) Customer must provide USC with free, safe, and unrestricted access to the Equipment and an adequate workspace for repairs.
(b) If USC is unable to proceed with service due to Customer-caused delays (e.g., room unavailable, patient schedule conflicts, or access restrictions), Customer will be billed for labor and travel at USC’s current rates.
4. Exclusions
USC is not responsible for service necessitated by:
(a) Damage caused by misuse, abuse, neglect, tampering, improper installation or operation, or abnormal electrical, environmental, or mechanical conditions.
(b) Equipment interconnected with other accessories or devices not authorized by the operator’s manual.
(c) Equipment not maintained according to manufacturer specifications or damaged by fire, flood, water, storm, lightning, or other natural causes.
(d) Any Equipment or accessories not listed in the agreement.
(e) Consumables and accessories including but not limited to gel, cables and patient leads, batteries, paper, media, fluids, and similar items.
(f) Replacement or repair of specialty probes, including TEE and 4D probes, unless specifically included.
(g) Repairs required due to Customer abuse or improper maintenance by parties other than USC.
If service is requested on excluded items, USC will charge its then-current contract billing rates.
5. Payment Terms
(a) Customer agrees to pay USC the full amount for the selected service coverage as shown on the face page.
(b) All payments are non-refundable.
(c) USC will invoice Customer according to the terms specified. Prices exclude applicable sales, use, and similar taxes, which shall be the Customer’s responsibility unless valid tax‑exempt documentation has been provided to USC prior to invoicing.
(d) Payment is due within the terms shown on the face page. Past-due amounts accrue interest at 1.5% per month (or the maximum lawful rate).
(e) Customer is responsible for all collection costs, including reasonable attorneys’ fees.
(f) USC may suspend services when payment is more than 30 days past due. During suspension, USC may require prepayment or COD for future services.
(g) USC reserves the right to adjust pricing to current time-and-materials rates.
6. Term & Termination
(a) This is a term Agreement. Services will begin only after USC receives full advance payment.
(b) If either party materially breaches the Agreement and fails to cure the breach within 30 days of written notice, the non-breaching party may terminate with 7 days additional written notice. Monetary defaults are not subject to cure.
(c) If Customer terminates early for any reason, Customer will pay USC:
- The average monthly payment made during the Agreement multiplied by the number of months remaining in the Term; and
- The value of any multi-year discounts previously applied.
7. Indemnification & Limitation of Liability
(a) Customer shall indemnify and hold harmless USC, its officers, directors, employees, and agents against all claims, losses, damages, and expenses arising from this Agreement, except to the extent caused by USC’s gross negligence or willful misconduct.
(b) USC’s total liability under this Agreement shall not exceed the total fees paid by Customer during the 12 months immediately preceding the claim.
(c) USC disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and title, except as expressly stated in this Agreement.
8. Exclusive Remedy
If USC breaches any warranty or obligation, Customer’s exclusive remedy is:
- USC’s correction of the error, or
- Reperformance of the affected services.
If neither is feasible, USC may terminate the Agreement and refund fees paid for the specific non-performing services.
9. Obsolete Equipment
If the Equipment continues to fail after reasonable repair attempts, USC may determine that it is obsolete or beyond economical repair. USC may then, at its discretion:
(a) Replace the Equipment with a substantially similar unit at USC’s cost;
(b) Offer an upgrade, with cost allocation mutually agreed upon; or
(c) Terminate this Agreement without obligation to refund prior payments.
10. Miscellaneous Provisions
(a) USC is not obligated to repair any Equipment made inoperable due to misuse, abuse, unauthorized alteration, improper maintenance, or environmental factors.
(b) USC is not liable for delays or failure to perform due to events beyond its control, including natural disasters, labor disputes, carrier delays, material shortages, terrorism, war, or government restrictions. If such delay exceeds 120 days, Customer may terminate the Agreement with ten (10) days’ written notice.
(c) Failure by either party to enforce rights under this Agreement does not waive those rights.
(d) Upon termination, USC has no further obligations regarding the Equipment.
11. Data Protection & Patient Privacy
USC will implement reasonable security measures to protect Customer data and will comply with applicable privacy regulations, including HIPAA and GDPR, where applicable.
12. Dispute Resolution
Both parties agree to attempt resolution through mediation or arbitration in New York, NY. Costs shall be shared equally.
13. Force Majeure
USC shall not be liable for any delays or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, acts of God, supply chain disruptions, government actions, regulatory changes, labor disputes, or other events that prevent timely performance.
14. Governing Law & Venue
This Agreement is governed by the laws of the State of New York. Parties submit to the exclusive jurisdiction of:
- The Supreme Court of the State of New York (Nassau County), or
- The U.S. District Court for the Southern District of New York.
15. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all prior or conflicting proposals, purchase order terms, or communications. No modification is valid unless in writing and signed by both parties.