MedScan Diagnostic Systems, Inc. Terms and Conditions

1. QUOTATIONS, PRICES & PURCHASE Orders: Purchase orders shall be made out to MedScan Diagnostic Systems, Inc. ("MDS") and shall be subject to written acceptance only by “MDS”. Quotations and related terms and conditions shall be considered accepted following buyers' signature and/or payment issuance.
2.  TAXES: All prices quoted shall be exclusive of the costs of sales tax, use tax, license fees, and other charges related thereto. If tax is not included on quote or estimates, it is buyer's responsibility to confirm tax liability with their local tax agency on purchases. Buyer shall be responsible for all such costs at time of invoice from "MDS" or directly to buyer's local tax agency.
3. ERRORS/OMISSIONS: Typographical and clerical errors in quotations, price lists, or purchase order documents, and transmission errors are subject to "MDS" correction at time of discovery or notification.
4.  PAYMENT TERMS & DEPOSITS: “MDS” agreement with an individual Buyer may require a pre-shipment down payment deposit amount as stipulated in quotations which will be credited in full against the purchase price. Payment terms are 100% at contract signing. Any modification of these payment terms will be solely at the discretion of “MDS” and evidenced by” MDS” confirmation of such in writing. If payment is in arrears by 15 days or more, “MDS” reserves the right to withhold all further shipments and warranties. All sales unless otherwise noted on quotation and/or invoice, are considered FINAL with no refunds subject to the discretion of "MDS".  Any cancellations are subject to a 25% cancellation fee and 20% restocking fee if product is returned damaged, or unsellable condition.
5. SHIPPING/FREIGHT/INSURANCE: A) Estimates are provided with initial quotes with final prices determined at time of order. Customer is responsible for actual transit charges, and all charges must be paid in full prior to delivery to ensure timely installation and/or training appointments and to ensure that any applicable warranty coverage is enabled. Costs vary subject to weight and dimensions of items ordered, specific type of shipping required (refer to quotes issued to buyer), and mileage and insurance costs to destination, which are in addition to the Purchase Price and other costs as outlined in this Agreement. B) If the Purchaser arranges their own freight, Purchaser agrees that all risk of loss of the Equipment shall be on the Purchaser from shipment and after delivery of the Equipment to Purchaser by the Seller thereof. C) If "MDS" collects payment from Buyer for shipping costs, Buyer is advised that shippers are chosen from experienced, professional logistics companies subject to T&C's (terms and conditions) unique to each separate entity and are separate from "MDS".  Buyer is advised that pre-owned products are frequently shipped from DTP (designated third party) and new products from OEM (original equipment manufacturer) and their affiliated service providers as defined in quotations and/or invoices, and each assume sole responsibility for transit costs, insurance, potential damages and lost items. D) Customer is advised that it is their sole responsibility to 1) unwrap equipment and power system on upon delivery to confirm that there was no transit damage, inventory all parts and supplies 2) report any performance issues and missing items in writing ON SIGNED BILL OF LADING (BOL) PRIOR TO DRIVERS DEPARTURE 3) provide copy of BOL to driver and to vendor on date of delivery. If Driver doesn't wait to allow confirm condition of contents, Customer must notate that on BOL and both Driver and Customer must sign it. If notification is not provided on date of delivery to 1) vendor and 2) transit driver (before driver leaves) transit insurance window may lapse and options for claims from transit company and "MDS" will be forfeited and all repair and replacement costs will remain the sole responsibility of the customer.   E) “MDS” is not responsible for actions of DTP or OEM or costs related to repairing any damage to the equipment delivered, damage to a building, landscaping, personal property, missing items or any other claims of loss by customer.
6. SHIPPING, DELIVERY & RISK OF LOSS: A) All risk of loss or damage and legal title shall pass to Buyer when the Product is loaded on the Buyer’s conveying vehicle. The Buyer shall provide their own insurance on the Product from that time. B) All risk of loss or damage shall pass to OEM/ DTP, exclusive of "MDS", when the Product is loaded on the OEM/ DTP conveying vehicle, and each shall provide their own insurance on the Product from that time which is subject to the T&C of each individual shipping entity shipping the product. C) Dates indicated for delivery or other performance represent shipper's best estimates, "MDS" shall not be liable to Buyer for any claims of loss or damage due to delivery delays, and Buyer agrees to extend the delivery date for a reasonable period in the event of circumstances beyond "MDS" reasonable control including but not limited to 1) customer payment delays that exceed stipulated deadline in quote or email/text notification (s), 2) carrier delays due to weather accident, illness, 3) any other variable occurring outside of vendor's control. Customer is advised that transit times vary according to carrier itineraries and schedules. Carrier will notify customer directly of expected delivery date. Buyer is advised NOT to schedule patients until equipment has been successfully delivered and installed as "MDS" will not be responsible for scheduling or cancellation of patient appointments, revenue, losses etc.
7. SERVICE WARRANTY: The Equipment listed in Schedule A will be shipped to Purchaser tested and in good working condition, followed by professional installation by service technician (DTP) after delivery. Installation appointment will be scheduled with customer by DTP at a mutually agreeable time and date.  If customer 1) does not permit installation within 3 days of delivery, 2) uses equipment without installation 3) places equipment into storage or delivers equipment to an alternate site without prior written authorization from "MDS", or 4) chooses to use their own DTP for installation not approved in writing by "MDS" first, "MDS" may void the warranty at their discretion. Unless stated otherwise on quotation, a limited warranty (labor) will be provided for period not less than 30 days or term as stated on quotation subject to customer availing equipment to technician for installation within 3 days of delivery. For a period of (See quotation) from the date the Equipment is delivered to Purchaser (the "Warranty Term”), all necessary repairs for equipment are and remain the sole responsibility of OEM for new, and DTP for pre-owned equipment, unless stated otherwise in quotation/invoice, through its normal use and operation. All contact information required for warranty and description of warranty will be provided to customer upon request.  All responsibility for repairs including service appointments scheduling, provision of replacement parts and/or labor, and warranty for same, remain the sole responsibility of OEM/DTP. Any required glassware for the Equipment (if originally included in accepted quotation) including but not limited to X-Ray tubes, cameras, and image intensifiers, will be provided to Purchaser on a pro-rated basis throughout the Warranty Term. MDS will not be responsible for repairs if: a) Purchaser’s facility has insufficient or inadequate power, excessive humidity, flood, or any other environmental variables adverse to optimum equipment operation which occurs outside of vendor's control (b) any negligence, carelessness, or misuse of the Equipment including damages from patients or staff, incorrect maintenance of equipment after delivery i.e. not properly charging equipment, improper or extended storage of equipment without proper use and charging etc. (c) equipment is moved to a different facility by anyone other than service/transit company authorized in writing by MDS (d) any unauthorized repairs of the Equipment will void this Service Warranty whether OEM or DTP and will remain the responsibility of Purchaser, unless “MDS” gives prior written consent. (e) Purchaser is responsible for all associated costs of unnecessary service call i.e. "MDS” will not be responsible If an engineer is dispatched at the Purchaser’s request and it is deemed that the service issue is the result of user error which could have been resolved VIA phone support (f) Warranties will be withheld if Purchaser does not remit outstanding balance within 5 business days of receipt of final invoice or any outstanding invoices, at “MDS” discretion, regardless of whether installation or training has been scheduled or completed. Warranties will resume when the balance is paid in full. Any suspended/voided warranty days will not be added back into the remaining term once the warranty is resumed. If a service engineer is dispatched to equipment location and turned away for any reason, the Buyer will be billed for the initial visit at going hourly rate at the time-of-service call, regardless of its outcome.
8. TRAINING: Upon Purchaser request, “MDS” will set up basic applications training with an applications specialist for an additional fee. Buyer understands that all aspects of training remain the sole responsibility of training specialist including appointment scheduling, follow up visits, scope of training etc. If all required parties are unable to be trained on the original scheduled date of training, Buyer will be billed for any subsequent training visits.
9. DISCLAIMER: A) “MDS” is not the manufacturer of the Equipment, and therefore, makes no warranty as to the original design, suitability, workmanship, merchantability, materials, or fitness of the Equipment for a particular purpose. Purchaser agrees that any claim relating to the design, merchantability, or original function of the Equipment itself should be made on the manufacturer of the equipment, and not on “MDS”. B) "MDS" does purchase equipment and services from manufacturers (OEMs) and third-party entities (DTP) for new and used equipment, who assume liability through their own warranty, T&Cs, and insurance. Purchaser agrees that any claim relating to the design, merchantability, suitability, workmanship, materials, fitness, inspections, installations, repairs or delivery of the equipment should be made on the OEM and/or DTP, and not on "MDS".
10.  MAINTENANCE; COMPLIANCE WITH LAWS. Purchaser agrees (a) to pay all charges, taxes, and expenses in connection with the operation of the Equipment; (b) to comply with all governmental laws and regulations regarding the maintenance and operation of the Equipment, except for the initial FDA Form 2579, which will be sent by OEM/ DTP, who assumes sole responsibility to issue form to Purchaser following delivery of the Equipment.
11. CONFIDENTIALITY: Purchaser agrees that the terms of this Agreement are strictly confidential and that it will not discuss the pricing or terms of this Agreement with any outside party, except to the extent necessary for Purchaser’s own internal accounting and/or legal matters.
12. ATTORNEYS’ FEES: In the event of any legal dispute under this Agreement, the prevailing party shall be entitled to reimbursement of its reasonable attorneys’ fees and all other costs and expenses incurred resolving the dispute.
13. INDEMNITY: Purchaser agrees that “MDS” ” shall not be liable for any loss, damage, expense, causes of action, suits, claims or judgments rising from or caused directly or indirectly by: (a) Purchaser’s failure to promptly perform any of its obligations under this Agreement; (b) Injury to person or property resulting from or based upon the actual or alleged use, operation, delivery or transportation of the Equipment or condition of the Equipment; or (c) Inadequacy of the Equipment for any purpose, or any delay, interruption, loss of business, loss of revenue or loss of service. (d) Purchaser shall, at its own expense, defend any lawsuits which may be brought against “MDS” for these types of claims.
14. ASSIGNMENT: This Agreement and all rights of “MDS” may be assigned by “MDS” without Buyer’s consent. Without the prior written consent of “MDS”, Buyer shall not assign its rights or interests under this Agreement with respect to the Equipment.
15. GOVERNING LAW: All disputes within this Agreement shall be governed in accordance with the laws of Cuyahoga County, State of OH. Any action or proceeding arising out of this Agreement, including, without limitation, any claim of breach of contract, shall be filed in either state or federal court within the State of OH.
16. SEVERABILITY: If any provision in this Agreement is not fully enforceable, the remaining provisions of the Agreement shall be given full force and effect.
17. COUNTERPARTS: This Agreement may be executed in counterpart.
18. REFUNDS AND EXCHANGES: All sales are final sales subject to a 25% cancellation fee (and 20% restocking fee if returned equipment is returned in damaged or non-sellable condition) unless otherwise noted on quotation, there are no refunds or exchanges given for any reason; however, “MDS” reserves the right to replace or repair any equipment at "MDS" sole discretion, if the equipment failed pre-shipment inspection or was damaged prior to, during or after transit, subject to buyer notifying “MDS”  and/or assignee i.e. OEM/ DTP, in writing on date of delivery of any damages or missing items. Any costs incurred due to damages/missing items that were not notated on original Bill of Lading PRIOR to driver departure from customer site and reported on delivery date will remain the sole responsibility of the Purchaser regardless of warranty term(s).
19. INSTALLATION, ACCEPTANCE, PAYMENT & CANCELLATIONS: A) All balances are due prior to shipment unless prior arrangements are authorized by seller in writing. If net terms were provided, any unpaid balance of the purchase price shall be due within 72 hours of receipt of equipment. Past due amounts shall be subject to a service charge of 1.5% per month. Buyer’s failure to make any payment when due shall absolve “MDS” from any obligations to provide service, spare parts or any undelivered items for the period of the failure to pay. B) Seller recommends that purchaser conduct an on-site inspection of the goods sold hereunder. Seller shall not be responsible for the consequences of Buyer’s failure to inspect the goods or descriptions thereof, prior to or after delivery for any inaccuracies, insufficiencies or omissions in such descriptions, specifications or deliveries. If buyer opts to not inspect and declines optional inspection and installation by DTP, he or she hereby accepts equipment as is/where is, in its current condition with all faults known and unknown and assumes responsibility for all costs related to repairs or items replacements. C) Buyer shall be responsible for having the site fully ready to receive the Product on the estimated delivery date. If the site is not fully ready to receive the Product, Buyer shall be responsible for selecting and paying for warehousing, storage, insurance (climate controlled, inside) and properly inspecting it by "MDS" approved technician following delivery to ensure no damages/missing items/functionality issues and professionally maintaining it while in storage. D)Buyer is advised that OEM/ DTP will be responsible to install equipment (subject to above referenced BOL notations at time of delivery. If damages/lost items were not notated, repairs must be completed at buyers' expense prior to installation). Installation includes verification of working condition upon arrival. If performance and/or cosmetic issues are observed at time of delivery or any time thereafter, customer has been instructed to contact OEM/DTP for all warranty or time and materials service report as provided in quotation. E) Installation does not include basic functionality training or DICOM/PACS integration unless otherwise noted on the agreement. If technician is asked to provide it at the time of install, Purchaser will be billed at the current hourly rate of $250.00/hour for DTP/ TBD (to be determined) at time-of-service call for OEM in addition to subsequent site visits if required. F) Order Cancellations and Restocking Fees: In the event an order is canceled prior to delivery, or if the Buyer takes delivery of the product and subsequently decides to return such Product(s), “MDS” reserves the right to charge a restocking fee not to exceed 25% of the selling price and/or any applicable freight charges. “MDS” also reserves the right to charge additional restocking fees if the Product is not returned in an “as originally shipped” condition. All cancellations must be directed to “MDS” in writing. G) Despite no obligation (contractual or otherwise) to do so, "MDS" may, at our discretion, offer to transfer buyer's deposit to alternate equipment of equal or greater value if original equipment failed pre-delivery inspection, or if customer requests a different make or model. H) No cancellations or returns will be accepted after the Buyer has accepted the Product(s).  “MDS” shall retain a purchase-money security interest in the Products until all payments due from the Buyer have been received by “MDS”. “MDS” may file appropriate documentation in appropriate governmental offices to perfect such security interest and Buyer shall, at “MDS” request, sign documents and otherwise cooperate with the designated parties in perfecting such security interest. Buyer's failure to so cooperate shall be a material breach of this Agreement.
20. CONFIDENTIALITY: Each party will treat the terms of this Agreement and the other party's written, proprietary business information as confidential if marked as confidential or proprietary. The receiving party shall have no obligations with respect to any information which (i) is or becomes within the public domain through no act of the receiving party in breach of this Agreement, (ii) was in the possession of the receiving party prior to its disclosure or transfer and the receiving party can so prove, (iii) is independently developed by the receiving party and the receiving party can so prove, or(iv) is received from another source without any restriction on use or disclosure.
21. TAXES: Prices do not include sales, use, gross receipts, excise, valued-added, services, or any similar transaction or consumption taxes (“Taxes”). Customer shall be responsible for the payment of any such Taxes if applicable to “MDS” unless it otherwise timely provides “MDS” with a valid exemption certificate or direct pay permit. In the event “MDS” did not include taxes in original invoice but is later assessed Taxes, interest or penalty by any taxing authority, Customer shall reimburse “MDS” for any such Taxes, including any interest or penalty assessed thereon. Each party is responsible for any personal property or real estate taxes on property that the party owns or leases, for franchise and privilege taxes on its business, and for taxes based on its net income or gross receipts. 
22. CONFIGURATION: Vendor assumes no responsibility for potential specification variations, or any optional features and licenses that exceed the equipment that was quoted. Vendor has advised customer that the pricing is applicable to this system only. Due to variables that can occur outside of vendor’s control, if this system fails inspection or if specifications do not meet customer requirements, vendor retains option to inspect and quote alternate system same or upgraded make and model of equal or greater value, with understanding that it would meet or exceed original order in value, specification and application requirements, and delivery time frames. Alternate system D.O.M may vary within a given "generation" or "platform", however specifications and functionality remain the same.
23. PRODUCT WARRANTY: Terms of Warranty: System performance will be confirmed following delivery and installation by DTP or OEM service technician and by signed acceptance of buyer. It is buyer's responsibility to notify service technician of any issues prior to their departure from buyer's site. If no notification is provided in writing and buyer does not sign service confirmation that equipment is fully functional, buyer assumes responsibility for additional costs for return visit.  If First Scan Warranty only, following completion of first scan guarantee and/or applications training (whichever comes first), warranty is completed, and future service will be provided at a time and materials basis. Additional service terms are available for additional cost and will be quoted upon customer request. Repair and/or exchange warranty: Sold with inspection by DTP (pre-owned) or OEM (if new) confirming system performance and condition prior to shipment. System is insured in transit with repair/replacement insurance which is subject to DTP and/or OEM's individual transit company's terms and conditions which are separate from "MDS". Additional coverage terms are available upon request. Since system is operating 100% per OEM specifications prior to shipment, remuneration for performance and repairs/lost items due to transit damage is handled solely through transit claim which is subject to customer notating ALL damaged and missing items on signed Bill of Lading PRIOR to driver's departure.  Failure to do so may void transit warranty claim option and customer waives all rights for reimbursement. It is customer’s responsibility to power system on, and inventory ordered items on date of delivery to ensure that there were no transit damage or lost items.  If customer does not notify vendor of performance issues or lost items within stipulated time frame, customer will assume all responsibility for waiving transit inspection and consequential costs associated with repair and/or replacements. Vendor assumes no responsibility for customer use or non-use of equipment following delivery including extended storage, lack of use, improper use, or environment. Optional Service Contracts Available. Please see Service CT. Vendor assumes no responsibility for variables that may occur outside of vendor's control including but not limited to insurance reimbursements, practice revenue, patient scheduling, patient treatments, user error, misuse of equipment, damages to equipment that occur during or following delivery, operational problems due to misuse, software upgrades, or any OEM or third-party service work performed on equipment inclusive of their terms and conditions. If evaluations or any work is performed by any service technician or staff member (during the period of any applicable warranty) which is not authorized by "MDS" in writing, or service by anyone that requires removing covers or changing service configuration, vendor may at their discretion void the warranty. If a service issue occurs during any warranty period, please notify "MDS" in writing so that the appropriate service technician be notified. If service issues occur outside of any warranty period, standard parts/labor/travel fees will be applicable. 
24. SERVICE CONTRACT: Vendor always recommends that customers acquire optional service contracts to protect their investments. Please note prices may vary subject to location of engineer in your area. Actual price will be provided upon request.1) Optional service contracts are available. An estimated cost for parts, labor, or parts and labor, either with or without glassware for one year or more will be provided upon request. (Pricing subject to final confirmation by service company upon receipt of formal quote request). Actual coverage will not begin until payment has been received for service.2) If customer declines any additional service coverage, all service following warranty expiration will proceed on a time and materials basis which customer may elect to acquire on their own. If customer obtains service from third party not authorized in writing by "MDS" for original equipment order and/or peripherals that affect performance of original order, such service will void any existing parts and/or labor warranty regardless of if there is remaining time left. 3)If customer requests additional service from vendor during active or time and materials warranty all prices and scheduling are subject to the terms and conditions of the service company available in the customer’s area which are exclusive from "MDS". Vendor is happy to provide basic information and estimated quotes for service companies as referenced above. Please note that since service and service contract is provided directly to customer from another service company, "MDS" is not responsible for any modifications of pricing or service terms and conditions following original estimate, or prior to renewal of completed term, or subsequent terms including disclaimers related to any other third-party services. Vendor will request above service companies to contact customer directly following signed equipment order and deposit, and receipt of signed service contract request to discuss service coverage options and contract prices. 4) non-authorized service i.e., not approved in advance and in writing by "MDS", will void any existing warranty or service contract. Since non-authorized service by technicians unknown to "MDS" could result in damage to equipment parts and performance at undetermined costs, any service deposit/payments are non-refundable, and additional services will renew at time and materials hourly billing, or initiation of new service warranty which will require a new inspection billable to customer. Customer is notified that non-authorized service by customer or non-authorized technician may result in loss of service deposit.
25. PAYMENT TERMS: Balance due prior to delivery. Customer is advised that funding is available through MedScan’s available funding partners. Funding through established partners can expedite the process due to their extensive experience assisting MedScan’s customers. Customer has been advised that to ensure timely delivery it is customer's responsibility to furnish all necessary documents, deposits/ payments to vendor and lease company (if applicable) to prevent forfeiture of original machine. This is a final sale therefore vendor assumes no responsibility for customer's late or non-issuance of necessary payments and paperwork. Pricing and equipment (specific year, make and model) quotation is valid contingent upon vendor receipt of minimum 50% deposit and signed order confirmation on date of issuance by vendor. Vendor will provide confirmation to customer following receipt of deposit. Customer deposit reserves system while customer obtains financing. It is customer responsibility to initiate and secure timely financing within 5 days following deposit. Customer understands invoice balance must be received prior to transit reservations and that transit windows apply. Pré-funding is available automatically through MedScan’s established funding partners following completed finance application and subject to finance company's approval following their receipt of all required documentation. Non-payment of invoice may result in original system substitution and/or delivery date extension which is customer’s responsibility. We strongly recommend and advise our customers to reserve your system promptly to ensure delivery of original item within original estimated time frames as stipulated with original quote. Vendor cannot assume liability for delays or consequential losses due to customer's late or non-issuance of customer deposit, or finance company's terms and conditions related to loans and funding to customer. Customer understands that inspection and installation appointments are subject to the schedule availability and itineraries of the engineers therefore vendor assumes no responsibility for the engineers’ schedules related to service-related appointments. This order constitutes a custom order configured and shipped per customers' specific requests therefore all pre-owned systems are final sales, and standard fees below apply. i.e. 25% cancellation fee, and a 25% re-stocking fee if equipment is not returned in same condition as it was shipped, requires repairs and is not in sellable condition. VENUE: All disputes handled in CUYAHOGA COUNTY, OH ONLY.
26. ESTIMATED DELIVERY DATE: 1) Unless otherwise noted pre-owned orders are ESTIMATED ONLY with shipping dates typically at 30-45 days +/- (2) and may vary subject to variables specified above/below. NEW equipment shipping dates are ESTIMATED ONLY subject to OEM terms and conditions/events that may occur unknown to vendor at time of order i.e. unanticipated parts delivery delays i.e. due to tariffs etc.  Payment must be received by vendor prior to reserving transportation. (3) Inspections and installations subject to engineers’ schedule. Vendor assumes no responsibility for engineers’ schedules or itineraries. Vendor cannot assume responsibility for engineers scheduling or any transit variables i.e., weather, carrier delays, accidental damage, payment delays, accidents, embargo, or any other variable that can occur outside of vendor’s control. (4) Customer has been advised that transit times vary according to carrier itineraries and schedules. Carrier will notify customer directly of expected delivery date.5) Vendor assumes no liability for transit delays due to lease approvals, late payments, carrier delays, weather, etc. Vendor advised customer NOT to schedule patients until system has been received due to unknown variables related to transportation, weather, engineer's schedules etc. that may influence delivery and installation dates. Actual dates will be provided by carrier upon confirmation. This charge is for ground shipping (blanket wrap) within the US only. Crating and skids extra. Expedited freight is extra and a quote will be provided upon request. Customer responsible for additional delivery charges including additional delivery staff, delivery ramp, liftgate, hoisting, etc. should delivery require additional services due to atypical conditions vendor was not made aware of i.e., small or no elevator, hoisting required, winding stairwells, missed delivery appointment by customer staff etc.
27. INSTALLATION/REPAIR SERVICE: Customer is advised that it is their responsibility to permit technician to complete timely installation and repair services particularly if customer stated repairs, were urgent requiring immediate service. If service tech and/or vendor arrange service within two days to diagnose and service performance of equipment and customer does not make equipment available including after hours and weekends to remedy service issue, customer assumes all responsibility for return trip charges related to repair of performance issues and /or replacement of missing items. Vendor assumes no responsibility for 1) customer’s choice to place equipment in extended storage 2) performance issues resulting from same. Customer understands it is their sole responsibility to ensure equipment is properly maintained following delivery including adequate, reasonable interval charging to ensure battery operation longevity, protection from dust, humidity, construction on site, or any environmental conditions that could impact the safety and performance of equipment.
28. TRAINING: Applications training is an available option subject to the pricing scheduling and terms and conditions of each specialist. A quote will be provided upon request if it isn't included in the quotation. All price quotes include 1) standard training (weekdays, 2-8 hours, 2 hours minimum) 2) weekend hours additional cost, if available. 2) transportation 3) travel expenses. IT IS CUSTOMER’S RESPONSIBILITY TO ENSURE THAT ALL STAFF MEMBERS ARE PRESENT AT TRAINING SESSIONS OR CUSTOMER ASSUMES ALL COSTS FOR ADDITIONAL SITE VISIT. The applications specialist will coordinate the training schedule directly with your staff to ensure that the required hours and scope of training are provided by the customer’s preference.
29. NON-CIRCUMVENT/NON-COMPETE: MedScan ("MDS") is pleased to provide each customer with the benefit of our established agreements with our network of service and training providers. We look forward to assisting all customers by facilitating optimum services within the scope of our non-compete, non-circumvent agreement. If you have a service, equipment or training need, please contact "MDS" directly unless otherwise noted, and we will be happy to accommodate your requests and reach out to our partners so that response time is expedited, and contract conflicts are avoided. Standard 30% non-Circumvent/Non-Compete Fee if applicable will be due and payable to "MDS" equal to 30% of quotation/invoice.
30. EQUIPMENT MAINTENANCE FOLLOWING DELIVERY: It is customer responsibility to schedule qualified staff member to be present on date of delivery or date requested by vendor  to power equipment on to ensure no transit damage occurred and to inventory ordered items.1) Customer assumes all responsibility for all costs related to performance issues and/or missing items not reported to vendor in writing on date of delivery. If an unavoidable delay occurs preventing reporting on date of delivery, customer must notify vendor and provide written confirmation of above within 24-48 hours (subject to vendor’s discretion). If customer does not have qualified staff member available on delivery date to power on equipment and/or elects to put equipment in extended storage without verifying performance and complete inventory of all items FIRST, then customer assumes ALL responsibility for any missing items, performance issues, consequential repair/replacement costs and voided warranty 2) It is customer's responsibility to allow vendor to schedule technician to install equipment following delivery at the first available date that the technician and customer staff are available. Any construction work, security systems or lack of access by technician to site for any reason following delivery remain the sole responsibility of the customer, including customer waiver of transit insurance claims and all consequential costs due to waiver i.e. non-reported performance issues and/or missing items that would otherwise be remunerated by transit insurance. 3) Customer understands that medical equipment must be properly maintained including maintaining consistent charging at suggested intervals of all battery-operated equipment. If customer elects to store equipment and allows an extended battery discharge and/or any other degradation of parts or performance, customer assumes responsibility for all consequential damages and repair/replacement costs because of improper maintenance and/or improper storage. Staff must adhere to proper plug in and removal techniques of all cables while moving equipment from room to room to eliminate the potential of placing excessive stress on interconnect cables, cords (user error/misuse since such damage is not covered under warranty.4) Vendor assumes no responsibility for user error, accidents on customer site, room or elevator dimensions, security system functionality, weather, construction, electrical spikes, humidity, floods, brown outs, weather, terrorism, Acts of God, or any other circumstance before or after delivery that is beyond vendor's control that may result in equipment or property damage and consequential voidance of warranty.  If customer moves equipment to site other than original delivery address customer assumes responsibility for consequential damages. If customer needs to move equipment, they must notify vendor first to ensure equipment condition is confirmed prior to transit by inspection, and appropriate carrier is used. Customer responsible for additional inspection, transit and insurances costs and any consequential damages remain the responsibility of transit company and/or customer based on the agreement between them at time of transit request.
31. DATA STORAGE: Customer is advised that MDS relies on DTP or OEM to service equipment prior to shipment and delivery to customer site consequently MDS believes system performance including image/data removal is performed prior to shipment. If it is determined that services are not rendered in conformance to MDS belief, customer will allow MDS opportunity to dispatch DTP or OEM to remove stored data at soonest opportunity. If customer delays appointment when service technician is available, customer may be charged for return trip charge and assume responsibility for delayed data removal. MDS is willing to provide the requested services under these conditions, however, Customer assumes liability and shall indemnify and hold harmless MDS for any damages, whether direct, indirect, consequential, special, or incidental, including any costs of litigation (e.g., attorney’s fees, discovery costs, etc.), resulting from any occurrence arising in connection with the requested services performed under these conditions, except for damages resulting from MDSs sole negligence. Customer understands any data stored on the equipment may already be lost or corrupted prior to DTP or OEM provided service or could become lost or corrupted through the course of diagnosing and addressing issues with the Equipment. Customer understands and agrees MDS does not provide any services related to a PACS system other than setting up medical imaging equipment to communicate with a PACS, therefore MDS may not be held liable for any PACS related issues.
32. EQUIPMENT LONGEVITY: With proper care and maintenance your equipment will provide many years of reliable performance. Thank you for your decision to purchase your equipment from MedScan Diagnostic Systems, Inc. We look forward to working with you for many years to come!