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Terms and Conditions

 

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DEFINITIONS

WE, US, and OUR means Block Imaging Parts & Service, LLC, a Michigan Corporation.

YOU and YOUR means the individual, group, or company listed as Customer on the Agreement Details portion of this SERVICE AGREEMENT.

SERVICE AGREEMENT means this document and all Schedules, Endorsements, and Amendments attached hereto.

BREAKDOWN means the failure of any piece of COVERED EQUIPMENT covered by this SERVICE AGREEMENT to perform the manufacturer’s intended function(s) in normal service,

PREVENTATIVE MAINTENANCE means the scheduled routine maintenance, if any, of the COVERED EQUIPMENT prescribed in the Agreement Details portion of the SERVICE AGREEMENT. Unless otherwise noted, PREVENTATIVE MAINENANCE will be performed only during regular business hours (Monday – Friday, 8am -5pm, excluding holidays).

REMEDIAL SERVICE means the travel and labor required to restore a piece of COVERED EQUIPMENT to its normal operating condition when necessitated by a BREAKDOWN.

SERVICE AGREEMENT AMOUNT means the amount that YOU must pay in order for US to cover the equipment listed in Equipment Description under thisSERVICE AGREEMENT. The SERVICE AGREEMENT AMOUNT is set forth on the Agreement Details portion of this SERVICE AGREEMENT.

COVERAGE PERIOD means the period from 12:01 a.m. on the Coverage Effective Date to 11:59 p.m. on the Coverage Expiration Date, as stated on the Agreement Details portion of this SERVICE AGREEMENT.

COVERED EQUIPMENT means the equipment that is listed in Equipment Description that is attached hereto.

COVERED SERVICE means the PREVENTIVE MAINTENANCE and agreed upon hours of REMEDIAL SERVICES (found on the Agreement Details portion of this SERVICE AGREEMENT). COVERED SERVICE does not include the costs of travel and labor beyond the included hours in this SERVICE AGREEMENT. COVERED SERVICE does include any unused travel and labor hours from previous years.

AGGREGATE DEDUCTIBLE means the amount that YOU must pay for repairs to YOUR COVERED EQUIPMENT resulting from BREAKDOWNS before OUR obligation to pay commences. YOUR AGGREGATE DEDUCTIBLE is the total amount of all deductibles which exist for equipment under this SERVICE AGREEMENT or other service agreements with US. This amount shall automatically be adjusted as equipment is added or removed from service agreements with US. YOUR deductible, if any, for the COVERED EQUIPMENT is listed on the Agreement Details portion of this SERVICE AGREEMENT.

A. COVERAGE. In consideration of full payment of the SERVICE AGREEMENT AMOUNT, and subject to the terms, conditions and limitations set forth in this SERVICE AGREEMENT, including but not limited to the AGGREGATE DEDUCTIBLE, WE will provide the COVERED SERVICE for the COVERED EQUIPMENT during the COVERAGE PERIOD.

B. EFFECTIVE DATE OF COVERAGE; NON-TRANSFERABLE . This SERVICE AGREEMENT shall be effective on the date accepted and executed by OUR authorized representative and is not transferable by YOU, in whole or in part, or as to any piece of COVERED EQUIPMENT, without OUR consent, in OUR sole discretion, and shall remain in effect until expiration or earlier terminated as herein provided.

C. YOUR ON-GOING RESPONSIBILITIES UNDER THIS SERVICE AGREEMENT . During the Coverage Period of this SERVICE AGREEMENT, YOU agree that YOU will, at YOUR sole expense:

  1. Provide US with credit card information for an account that is active and contains a sufficient credit limit to make payment of the SERVICE AGREEMENT AMOUNT, and any other costs or fees, throughout the term of this SERVICE AGREEMENT;

  2. Store and safeguard COVERED EQUIPMENT or components of COVERED EQUIPMENT that have been replaced in the performance of COVERED SERVICE until such time as WE or OUR designee have an opportunity to inspect them;

  3. Cooperate and assist US in any matter as WE may reasonably request concerning the performance of COVERED SERVICES;

  4. Follow all of the installation, operation, and maintenance instructions provided by the manufacturer(s) or service vendor(s) of the COVERED EQUIPMENT;

  5. Provide the proper environment as specified by the manufacturer(s) or service vendor(s) of the COVERED EQUIPMENT, including, but not limited to temperature, humidity, and dust control;

  6. Provide the proper electrical and telecommunications connections as specified by the manufacturer(s) or service vendor(s) of the COVERED EQUIPMENT;

  7. Maintain all protective safeguard and safety devices recommended by the manufacturer and/or service vendor(s) for the COVERED EQUIPMENT;

  8. Prevent COVERED EQUIPMENT from being exposed to any harmful condition;

  9. YOU are responsible for patient data and ensuring data backups are performed. WE are not responsible nor can be held liable for any lost patient data; and

  10. If the COVERED EQUIPMENT includes an MRI machine utilizing cryogens, YOU are responsible for monitoring the cryogen level.

D. YOUR RESPONSIBILITIES IN THE EVENT OF A BREAKDOWN. In the event of a BREAKDOWN involving COVERED EQUIPMENT, as conditions precedent to OUR obligations under this SERVICE AGREEMENT, YOU must:

  1. Make the COVERED EQUIPMENT that has experienced the BREAKDOWN accessible for the performance of REMEDIAL SERVICE.

  2. Take all reasonable steps within YOUR power to minimize the extent of damage to COVERED EQUIPMENT;

  3. Preserve and protect the COVERED EQUIPMENT from further damage and make it available for inspection by US or OUR designee; and

  4. Provide adequate working space within a reasonable distance of the COVERED EQUIPMENT for use by field service personnel and facilities for storage and safekeeping of materials, equipment and parts.

  5. YOU shall provide unrestricted and safe access to the COVERED EQUIPMENT, and shall cooperate with OUR representatives in their performance of the REMEDIAL SERVICES under this SERVICE AGREEMENT.

E. LIMITS OF LIABILITY

  1. In no event shall WE be liable to YOU or any other party claiming any interest in theCOVERED EQUIPMENT for special, indirect, incidental or consequential damages relating directly or indirectly to this SERVICE AGREEMENT. This includes but is not limited to compensation for downtime, lost business, loss of market share or replacement equipment or rental equipment.

  2. In no event shall OUR Liability to YOU under this SERVICE AGREEMENT exceed the SERVICE AGREEMENT AMOUNT. YOUR sole remedy for any claim, damages or cause of action arising out of or related to this SERVICE AGREEMENT or the services provided hereunder will be a refund of the SERVICE AGREEMENT AMOUNT paid to US.

F. EXCLUSIONS FROM COVERED SERVICES . WE are not responsible for:

  1. Any cost associated with on-the-job training, applications support, applications training, or technical training of any sorts.

  2. Any lost data or software.

  3. Replacement of consumable items (including, but not limited to: vacuum bags, trash compactor bags, toner and drum cartridges, tapes, filters, keys, batteries, oil, grease, or other lubricants, belts, coolants, refrigerants, bulbs, blades, battery coils, tubes of any kind, and tires).

  4. Any coverage afforded under this SERVICE AGREEMENT if YOU fail to perform any of YOUR obligations under this SERVICE AGREEMENT.

  5. Travel and labor hours that would otherwise be considered COVERED SERVICE is excluded from this SERVICE AGREEMENT if the COVERED EQUIPMENT is deemed to be: obsolete by the manufacturer; no longer serviceable because of technology changes or because of lack of parts; no longer meets minimum requirements for patient, user or operator safety; or no longer meets the minimum standards of any regulatory body or agency having jurisdiction over the certification or continued use of such equipment.

  6. Cryogens.

  7. Any parts, components, hardware or software.

  8. Any travel or labor costs in excess of the hourly limit described on the Agreement Details portion of this SERVICE AGREEMENT.

  9. Any travel or labor costs that occur outside of 8 a.m. to 5 p.m., Monday through Friday. Travel and labor hours outside of those times will be billed at the rates listed below.

G. BREACH AND DEFAULT

  1. If either party fails to comply with any of the terms and conditions outlined in this SERVICE AGREEMENT, the other party may give written notice of such failure. If, within fifteen (15) days after receiving such notice, the non-complying party fails to (a) correct its nonperformance or (b) commence and continue a good faith effort to correct its noncompliance within a reasonable time period, the party shall be in default of this SERVICE AGREEMENT. Notwithstanding the forgoing, WE may immediately declare YOU in default under this SERVICE AGREEMENT, without notice or opportunity to cure, if YOU fail to pay any amount owing for the coverage provided under this SERVICE AGREEMENT on or before the date the payment is due, or if YOU present any false or fraudulent claim under this SERVICE AGREEMENT.

  2. WE shall have no obligation to provide or pay for service not covered by this SERVICE AGREEMENT or for unnecessary or falsely recorded service, and the existence of any plan or scheme designed to cause US to do so shall constitute a default of this SERVICE AGREEMENT for which WE may exercise and prosecute any and all remedies available to US under this SERVICE AGREEMENT or by law.

  3. Upon default of this SERVICE AGREEMENT by either party, the other party may terminate this SERVICE AGREEMENT and/or exercise any other remedies set forth herein.

  4. Any claim for damages arising from this SERVICE AGREEMENT must be brought to the attention of the other party in writing within sixty (60) days of the event giving rise to action, and any legal action arising from this AGREEMENT be commenced within six (6) months after the cause of action arises.

H. INDEMNIFICATION

  1. YOU agree to release, indemnify, and hold US, OUR officers, employees, subcontractors and agents harmless from and against all claims, damages or losses of any nature (including but not limited to personal injury claims of patients) that rise out of or in connection with any breach of this SERVICE AGREEMENT by YOU, or the use of, the inability to use, or the interruption or failure to maintain the equipment covered under this SERVICE AGREEMENT.

  2. YOU shall pay all costs, including attorney’s fees, and damages flowing from any claims that are subject to indemnification under the preceding paragraph. WE will notify YOU within thirty (30) days of receipt or discovery of any such claim. WE grant YOU the right to defend (with counsel reasonably acceptable to US) any suit based upon such claim, and YOU shall be available for a reasonable amount of time to cooperate and assist in the defense of the suit.

I. MISCELLANEOUS TERMS AND CONDITIONS

  1. Cancellation . YOU may only cancel this SERVICE AGREEMENT before the end of the term with the payment of a $1,500 cancellation fee. WE may cancel this SERVICE AGREEMENT at any time upon not less than thirty (30) days advance written notice to YOU. Notice of cancellation shall be sent, in writing, to YOUR address stated on the Agreement Details portion of this SERVICE AGREEMENT. If this SERVICE AGREEMENT is canceled, YOU will be responsible to pay any SERVICE AGREEMENT AMOUNT earned up to the date of. WE will refund any unearned SERVICE AGREEMENT AMOUNT. This paragraph does not affect OUR right to terminate coverage under this SERVICE AGREEMENT as provided in Section G.

  2. Other Coverage . The coverage under this SERVICE AGREEMENT shall be in excess in relation to any coverage under any insurance policy, warranty, guarantee, or another service agreement.

  3. Right, Title or Interests in COVERED EQUIPMENT . YOU warrant and represent, so that WE may rely thereon, that YOU are the owner, lessee, or licensee of all the COVERED EQUIPMENT of this AGREEMENT, including hardware and software, with respect to which coverage is to be provided under this AGREEMENT, and that YOU are fully authorized to enter this SERVICE AGREEMENT with respect to the COVERED EQUIPMENT. YOU will indemnify and hold US harmless from and against any liability to any other party claiming an interest in any of the COVERED EQUIPMENT, including but not limited to claims by secured lenders and equipment lessors.

  4. Adjustment of SERVICE AGREEMENT AMOUNT . In addition to any other rights that WE may have under this SERVICE AGREEMENT, WE reserve the right to adjust the SERVICE AGREEMENT AMOUNT in the event the equipment actually installed materially differs from the COVERED EQUIPMENT described in Equipment Description, or if features of any of the COVERED EQUIPMENT are changed after the Coverage Effective Date. Any adjustment made to the SERVICE AGREEMENT AMOUNT will be retroactive to the date of such change.

  5. Changes in COVERED SERVICE .

    a. Additions, deletions, or changes in the COVERED SERVICES provided under this SERVICE AGREEMENT shall not be effective unless and until made in a written amendment to this SERVICE AGREEMENT, signed by YOU and accepted by US.

    b. If a change in COVERED SERVICES involves the additional of equipment to the COVERED EQUIPMENT, coverage shall not be effective until WE receive payment of any additional SERVICE AGREEMENT AMOUNT due to US as the result of the change.

    c. The effective date of coverage for additional equipment will be the date set forth in the written amendment.

  6. Remote Connection .

    a. At OUR discretion, WE may elect to establish the ability to remotely access the COVEREDEQUIPMENT through some networked connection (which may or may not include a hardware unit at the COVERED EQUIPMENT’s location), for the purposes of system monitoring, diagnostics and repair.

    b. In the event WE desire to establish remote connection, WE agree to: Provide any hardware, the installation, setup, or maintenance that is required to create and maintain the connection; Secure the connection with industry standard protections for the transmission of data; Prevent any transmission of Protected Health Information under HIPAA and; Access the COVERED EQUIPMENT only for the designated purposes. YOU agree to: Provide reasonable physical and remote access (if necessary) to establish and maintain the remote connection; Provide an individual with network and information technology background to assist with the network issues from the COVERED EQUIPMENT’s facility; Safeguard the remote connection and any physical equipment remaining with the COVERED EQUIPMENT and; Grant US unlimited remote access during a BREAKDOWN and for the purposes of system monitoring, diagnostics and repair.

    c. On receipt of notice from YOU, WE will terminate any ongoing remote connection under this SERVICE AGREEMENT. On receipt of notice from US, YOU will facilitate the return shipment of any physical hardware remaining at the COVERED EQUIPMENT’s location.

  7.  Assignment .

    a. YOU may not transfer or assign any of YOUR rights or benefits under this SERVICE AGREEMENT without OUR prior written consent. If however, YOU are adjudged bankrupt or insolvent, and written notice is given to US within sixty (60) days of such adjudication, this AGREEMENT shall cover YOUR legal representative provided that all payments due are paid.

    b. WE may transfer or assign OUR interests under this SERVICE AGREEMENT, or any portion thereof, to any legal entity which WE control, is controlled by US, or is under common control with US, or to any legal entity resulting from a merger or consolidation with US, or to any person or legal entity which acquires all, or substantially all of OUR assets. WE, or OUR successor or assignee, shall notifyYOU in writing within thirty (30) days after the effective date of a transfer or assignment, and shall provide YOU with the name and mailing address of the transferee or assignee. WE shall be released from all liabilities or obligations to provide the COVERED SERVICES under this SERVICE AGREEMENT upon notification to YOU of the transfer or assignment of this SERVICE AGREEMENT.

  8. Changes to the AGREEMENT . Except as otherwise provided in this SERVICE AGREEMENT, this SERVICE AGREEMENT may not be amended, revised, or modified except in a writing, signed by authorized representatives of both parties.

  9. Right of Subrogation . In the event of any payment made by US for COVERED SERVICES under this SERVICE AGREEMENT,WE shall be subrogated to all YOUR rights of recovery therefore against any person or entity, andYOU shall execute and deliver to US such instruments, assignments, and papers as requested byUS and do whatever is necessary to secure such rights or to effectuate OUR exercising of such rights.YOU shall do nothing to prejudice or waive OUR subrogation rights. In addition, all monies recovered byYOU for which YOU have received benefits under this SERVICE AGREEMENT shall belong to US, and shall be immediately paid to US by YOU upon demand, up to the total amounts of the benefits paid by US.

  10. GOVERNING LAW; DISPUTE RESOLUTION; JURISDICTION . The AGREEMENT shall be construed and governed according to the laws of the State of Michigan and the United States of America. The provisions of the United Nations Convention on Contracts for the International Sale of Goods, and any conflict-of-laws provisions that would require application of another choice of law, are excluded. In the event of any dispute arising from or relating to the AGREEMENT, the parties hereto shall initially use their best efforts to amicably settle the dispute. To this effect, they shall consult and negotiate with each other in good faith and attempt to reach a mutually satisfactory solution. If they do not reach such a solution, all disputes, claims, questions, or differences regarding the AGREEMENT, or any other matter between the parties, will be finally resolved by binding arbitration, conducted in the English language using a single arbitrator. Unless otherwise agreed by US: (1) if the arbitration involves only United States parties, it will be conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA) in force as of the date of the request for arbitration, which rules are deemed to be incorporated by reference into this clause; (2) if the arbitration involves any parties not domiciled in the United States, it will be conducted under the International Arbitration Rules of the American Arbitration Association (AAA) in force as of the date of the request for arbitration, which rules are deemed to be incorporated by reference into this clause; (3) the arbitration shall be heard at the AAA office having suitable facilities nearest OUR main offices in Holt, Michigan, USA; (4) the arbitrator will be selected from a list using the recommended selection method under the rules applicable to the arbitration proceeding; (5) the arbitrator may award attorneys' fees and costs to the substantially prevailing party, but in no event will any party be awarded penal, punitive or exemplary damages; and (6) the award of the arbitrator will be enforceable in any court of competent jurisdiction.

  11. Scope of Coverage . This SERVICE AGREEMENT is not valid as to COVERED EQUIPMENT located anywhere outside of the Continental United States, Alaska, and Hawaii.

  12. Abandonment : There can be no abandonment of the COVERED EQUIPMENT by YOU to US.

  13. Waiver . No failure of either party to exercise any right or power given under this AGREEMENT, or to insist upon strict compliance with any obligations specified in this AGREEMENT, and no custom or practice at variance with the terms of this AGREEMENT, absent such an express written waiver, shall constitute a waiver of either parties right to demand exact compliance with the terms of this AGREEMENT.

  14. Severability . If any portion of this AGREEMENT is held invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this AGREEMENT, and the parties further agree to substitute for the invalid provision a valid provision that most closely approximates the economic effect and intent of the invalid provision.

  15. Notices . Any notices, requests, instructions, or other documents to be given hereunder by YOU to US, or US to YOU, shall be in writing and, except as otherwise specifically provided herein, shall be delivered electronically, by facsimile, personally, sent by registered, certified or first class mail, or by reputable overnight carrier to the respective address, or to other address as any party hereto may designate by prior written notice to the other, delivered in accordance with this stipulation. With respect to those notices that must be given within a certain time period as set out herein, such notices will be deemed effective upon receipt.

  16. Covered Equipment Use . YOU represent that the COVERED EQUIPMENT is only in service scanning patients Monday through Friday, between the hours of 7 a.m. and 7 p.m. and that its use will not exceed that during the COVERAGE PERIOD.

  17. Travel and Labor Hours. The travel and labor hours on the Agreement Details portion of this SERVICE AGREEMENT can be used during the initial term of thisSERVICE AGREEMENT or any renewal terms. The travel and labor hours cannot be used on equipment other than the COVERED EQUIPMENT, and any unused hours at the expiration or termination of the SERVICE AGREEMENT are forfeited, and do not entitle YOU to a refund or any other benefit. Travel and labor hours spent working on the COVERED EQUIPMENT beyond the agreed upon amount, or outside of regular business hours will be billed according to the following schedule:

  18.  Automatic Renewal . If Automatic Renewal is indicated on the Agreement Details portion of this SERVICE AGREEMENT, the term of this agreement will be automatically renewed in one year increments at the expiration of the term (initial or renewal). The hours of travel and labor on the Agreement Details portion of this SERVICE AGREEMENT will apply to subsequent renewal terms, any unused hours from previous terms will be available in subsequent renewal terms as well. If YOU desire this SERVICE AGREEMENT to not renew, YOU must send written notice of same no less than fourteen (14) days prior to the expiration of the term (initial or renewal).

                    - $202.5/hour – Regular Business Hours (Mon-Fri 8 a.m. – 5 p.m.)

                   - $303.75/hour - Saturdays and outside of Regular Business Hours

                   - $405.00/hour – Sundays

                   - $607.50/hour – Holidays

  19. Update to the Service Agreement Amount . In OUR sole discretion, the SERVICE AGREEMENT AMOUNT may be changed for each renewal term (if any). WE will provide notice of any such change forty-five (45) days in advance of the renewal term’s start.

  20. Parts Support . WE will attempt to provide any parts needed to make repairs.  When in stock and available, parts will be offered at 60% of OEM List Price.  If a part is not in stock, WE may also attempt to source the part on your behalf. However, it is YOUR option and ultimately YOUR responsibility to provide parts needed to make any repairs to YOUR COVERED EQUIPMENT.