MEDRAD STANDARD SERVICE AGREEMENT
MULTI VENDOR SERVICES (MVS) TERMS AND CONDITIONS
1. Modifications. The terms on the Quote are not subject to verbal changes or other agreements unless approved in writing by MEDRAD MVS’s Home Office. The prices on this Quote are subject to approval by MEDRAD MVS’s Office.
2. Acceptance. MEDRAD's products and services are sold only under the terms and conditions stated on this quotation. Acceptance of any Purchase Order is expressly and exclusively made conditional on your assent to these terms and conditions. Any different or additional terms and conditions that may appear in your Purchase Order or any other document sent by you, shall have no effect. MEDRAD MVS expressly objects to and rejects all inconsistent or additional terms, conditions and limitations contained on any of your forms or other writings. If you do not communicate your objection to these terms and conditions in writing and within a reasonable time, or if you accept the product or services covered by this Quote, you will be deemed to have accepted these terms and conditions and they will control in all instances.
3. Pricing. Prices are based on costs and conditions existing on the date of this Quote and are valid for seven (7) days from date of this Quote. Repairs may require purchase of proprietary components, which may require charges over and above what is reflected in this Quote. Defective Products which have been altered or previously repaired (including products that no longer contain all original OEM parts) may require additional work and charges and such alteration or previous repairs may impact MEDRAD MVS’s ability to repair such Defective Products. Therefore MEDRAD MVS reserves the right to alter the pricing quoted or decline to repair such Defective Products. The pricing for products and services provided under this Quote may reflect or be subject to discounts, rebates, or other price reduction programs. Please be advised that you are obligated to: a) fully and accurately disclose the amount of any such discounts, rebates, or other price reductions in cost reports or claims for reimbursement to Medicare, Medicaid, or health care programs requiring such disclosure and b) provide such documentation to representatives of the Secretary of the Department of Health and Human Services and state agencies upon request. Unless noted otherwise, the value of any product listed as $0.00 on this Quote may constitute a discount that you should evaluate when filing such reports. You may request additional information from MEDRAD MVS in order to meet your reporting or disclosure obligations, by writing to the address set forth in this Quote.
All payments are due net thirty (30) days on the total invoiced amount. MEDRAD MVS's Home Office must approve any payment terms other than net thirty (30) days.
4. Warranty. MEDRAD MVS warrants that the specific repair performed by MEDRAD MVS and/or any new or replacement product purchased outright or on exchange from MEDRAD MVS (“New or Replacement Product”), shall be free from defects in workmanship or material under proper, normal use for a period of ninety (90) days (or one year for Repaired Products that were originally manufactured by MEDRAD) from the date MEDRAD MVS ships either the product that is repaired by MEDRAD (the “Repaired Product”) back to you or ships you a New or Replacement Product. During the warranty period, there shall be no charge for any action deemed necessary by MEDRAD MVS, including parts, travel or labor to fulfill the terms of the warranty, during normal business hours (8:00 a.m. to 6:00 p.m., local time, Monday through Friday, except holidays). If the defect or problem is not related to the specific repair performed by MEDRAD MVS and warranted hereunder, or if it is a result of misuse or abuse, MEDRAD MVS shall at your option: a) repair the product and charge you MVS list price for the repair, b) return the product to you unrepaired, or c) source a replacement product at current market price.
5. Warranty Exclusions. EXCEPT AS PROVIDED IN SECTION 4, MEDRAD MVS EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE EXPRESSLY EXCLUDED. IN NO EVENT SHALL MEDRAD MVS BE LIABLE FOR ANY LOST PROFITS OR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR OPERATION OF MEDRAD MVS'S PRODUCT OR SERVICE. IN NO EVENT IS MEDRAD MVS RESPONSIBLE FOR DAMAGES THAT EXCEED THE PAYMENT, IF ANY, RECEIVED BY MEDRAD MVS FOR THE PRODUCT OR SERVICE FURNISHED, OR TO BE FURNISHED, PURSUANT TO THIS QUOTE. Some states do not allow the exclusions on limitation of incidental or consequential damages, so the above limitations may not apply. This Limited Warranty gives you specific legal rights and you may also have other rights
6. Loaner Units. MEDRAD MVS will provide you with a loaner unit during transit, evaluation and repair of the product that you sent to MEDRAD MVS for repair (the “Defective Product”). This loaner unit will be provided free of charge except that charges will apply in the following situations:
a) If MEDRAD MVS ships a loaner unit to you and you fail to send the Defective Product to MEDRAD MVS within five (5) days (ten (10) days for international orders), a charge of $150.00 a day will be charged for the loaner unit until it is returned. If the loaner unit is not returned within thirty (30) days you will be charged for the full market value of the loaner unit.
b) Once MEDRAD MVS receives the Defective Product, the loaner unit will be available to you free of charge for 5 days (10 for international orders) from the time MEDRAD MVS notifies you of the recommended course of action for repair or exchange of the Defective Product. If you do not either return the loaner unit or request that MEDRAD MVS repair or provide an exchange of the Defective Product within such period, you will be charged $150.00 a day for the loaner unit until it is returned. If the loaner unit is not returned within 30 days you will be charged for the full market value of the loaner unit.
c) Once MEDRAD MVS either returns the Repaired Product to you or ships a New or Replacement Product to you, you must return the loaner unit to MEDRAD MVS within 5 days (10 days for international orders). If you do not return the loaner unit within such period, you will be charged $150.00 a day for the loaner unit until it is returned. If the loaner unit is not returned within 30 days you will be charged for the full market value of the loaner.
d) If, after MEDRAD MVS notifies you of the recommended course of action for repair or exchange of the Defective Product, you request a return of the Defective Product and reject any service by MEDRAD MVS, you will be charged a $150.00 evaluation fee (for ultrasound transducers only) and the appropriate loaner fee for the use of the loaner unit ($500.00 for Standard Transducers and MRI Coils and $1000.00 for Transesophogeal (TEE) transducers). There is no charge for the loaner unit if you request a repair or replacement by MEDRAD MVS.
e) If a loaner unit is damaged or is in need of repair or replacement after you return it to MEDRAD MVS, you will be charged the lower of the MEDRAD MVS repair list price if repairable or the market value of the loaner unit unless otherwise agreed to MEDRAD MVS in writing prior to the provision of the services.
7. New or Replacement Products. In the event that you choose to purchase a New or Replacement Product, you may have the option to return to MEDRAD MVS your defective product (the “Defective Core”) in exchange for a New or Replacement Product that you have purchased from MEDRAD MVS. After you receive your New or Replacement Product you must ship the Defective Core to MEDRAD MVS within 5 business days (10 business days for International shipments). In order to receive credit for the return of the Defective Core, the Defective Core returned must be the same part number and revision level (equal to or greater than) of the product purchased, all parts must be fully intact and the Defective Core must contain the original serial number and meet common industry acceptance criteria. MEDRAD MVS reserves the right to refuse or return any Defective Cores that do not meet the requirements herein. If a Defective Core meeting these requirements is not received by MEDRAD within 10 business days from the time you received the New or Replacement Product, you will be sent an invoice for the fair market value of the Defective Core.
8. The loaner units and Defective Cores must be sent to the applicable address below with the RMA # clearly visible on the box, unless otherwise agreed to in writing by MEDRAD MVS prior to the provision of such service.
For TEE Ultrasound Transducers, Ultrasound Parts, and MR Coils
TEE Transducer / MR Repair Facility
MEDRAD MVS
625 Alpha Drive
Pittsburgh, PA 15238
Phone: (412) 767-2400, Fax: (412) 406-1620
For Standard (All non-TEE) Ultrasound Transducers
Standard Transducer Repair Facility
MEDRAD MVS
c/o WETSCO
12505-A EAST 55TH STREET
TULSA, OK 74146
Phone: (918) 459-3844, Fax: (918) 459-3856
9. Restocking Fee. New or Replacement Products that are returned by the customer due to no fault of MEDRAD MVS are subject to a (25%) restocking fee. New or Replacement Products must be returned to MEDRAD MVS within 10 business days, be fully functional and show no signs of tampering upon inspection.
10. Force Majeure. MEDRAD MVS will not be responsible for delays or non-performance directly or indirectly caused by any acts of God, fire, explosion, war, accident, action by governmental authority, inability to procure supplies and raw materials, delays in transportation, work stoppage, court order, and other causes beyond MEDRAD MVS's reasonable control.
11. Compliance with Laws. In addition to the rights specifically identified here in this Quote, MEDRAD MVS shall have all rights and remedies conferred by law. MEDRAD MVS shall not be required to perform its obligations under this Quote if you have defaulted (e.g. failed to pay) on your obligations under this Quote or any other contract involving MEDRAD MVS. This Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, United States of America.
12. HIPAA. MEDRAD MVS represents that it is not a Business Associate as defined in the Health Insurance Portability and Accountability Act ("HIPAA"). The functions MEDRAD MVS is required to perform hereunder do not require the use or disclosure of Protected Health Information ("PHI"). To the extent any disclosure of PHI does occur, it is incidental and covered under the incidental disclosure rule found in 45 CFR 164.502(a)(1). In addition, to the extent any such incidental disclosure does occur, MEDRAD MVS agrees to keep all such information confidential.