Service Terms & Conditions

SERVICE PORTAL

Auxo Medical will make available to the Customer an online Customer Portal (Service Portal). Customer should enter Service Call Requests and view Service Call Reports on the Service Portal. Customer may view covered equipment, non-covered equipment, find replacement parts including Consumable and Expendable parts. The Service Portal will be located at auxomedical.com.

GENERAL EXCLUSIONS

This Agreement does not include welding or modification to A.S.M.E. coded vessels, door plates (including glass doors), renovation of equipment (including Modernization Packages), recall or safety related modifications specified by the OEM, or repair of damages caused by acts of God. This Agreement does not include Consumable parts or products (unless specified in the special section of this contract), e.g. detergents, sterilizer monitors, etc. This Agreement does not include any labor or material for service lines and fittings, equipment not set forth on this proposal or operating problems related to environmental conditions, e.g. electrical, steam, water, air, and/or ventilation that do not comply with equipment specifications. This also refers to any fault condition found by Auxo Medical, LLC technicians as a result of improper operation of the equipment by operating personnel. Repairs necessary as the result of neglect of improper operation of the equipment by the customer or its employees or agents are not included. Unless expressly stated in this Agreement, this Agreement does not include chamber cleanings or routine daily, weekly or monthly user maintenance recommended in the Operator’s or Owner’s Manuals for the indicated equipment. Such routine maintenance shall be considered the responsibility of the customer. Repair of equipment necessary because of customer failure to perform such routine maintenance is likewise not covered by this Agreement. This Agreement does not include software, software upgrades, control upgrades, door rebuilds, replacement generators, sonic transducers, non‐pressure vessel welding repairs, water tanks and reservoirs. This Agreement does not include repairs to the basic structure components of the equipment such as vessel / chamber, frame, stand, door or door plate. Any fault condition found by Auxo Medical, LLC technicians during Auxo Medical’s initial equipment inspection are not included.

Expedited Shipping – next day air, second day air is excluded. Ground Shipping is all that is included with included services in this agreement. Any shipping on any billable part or material is also excluded from the agreement, and will be billable to the customer.

WARRANTY EXTENSION

The acceptance of this Agreement by Auxo Medical, LLC does not extend liabilities which it would not normally otherwise assume, and particularly carries no representation or warranty, expressed or implied. Notwithstanding any provisions of this Agreement, Auxo Medical, LLC will not be responsible for any incidental or consequential damages of customer in the event of nonperformance by Auxo Medical, LLC hereunder.

PAYMENT AND PAYMENT TERMS

The annual fee for service under this Agreement shall be the amount set forth in the Quotation, and shall be payable either quarterly, annually or as indicated. PAYMENT TERMS ARE NET 30 DAYS FROM DATE OF INVOICE. Auxo Medical, LLC has the option to immediately cancel or suspend services of this Agreement if payment is not received within 30 days of date of invoice. If Customer does not pay an invoice when due, interest fees will be applied at a rate of two percent (2%) per month. Customer will be responsible for all reasonable collection and attorney fees if necessary. At the end of the Agreement Term, the fee for this Agreement shall be subject to a review and can be amended by Auxo Medical, LLC, based on the prevailing costs of labor and parts at the time of review. Customer will pay all Non-US sales taxes, export charges, import duties, and any sales, use, excise, value added or other taxes or assessments imposed by any governmental authority upon or applicable to any sale the Customer or it affiliates under this agreement (Unless the Customer provides Auxo Medical with an applicable resale certificate or other authorization that exempts a sale from such taxes), and all costs and charges for transportation, brokerage, handling, and insurance of the equipment from point of shipment. In concordance with state sales tax requirements Auxo Medical will apply associated state sales and local tax to agreement types with parts included on the invoice. If not shown on the agreement, it will be added appropriately on the agreement. Sales tax will be added on itemized invoices for parts that are not included in the agreement.

PAYMENT OPTIONS

Several options are available for payment remittance.

ACH Payments:

For ACH Information please email: [email protected]. Please include purchase order information and details.

Credit Card Payments:

We accept VISA, MasterCard, Discover, American Express (4% credit card processing fee will apply): Call 804-233-4424 M-F 8am – 4pm

Online:

Select payment link in your invoice

EFFECTIVE DATE

The Agreement shall become effective on the date it is approved by Auxo Medical, LLC.

NORMAL WORK HOURS

This Agreement specified equipment maintenance be performed during normal work hours – 8AM through 4:30PM, Monday through Friday. Work performed on equipment listed above outside the scope of the contract will be billed at the preferred labor rate.

AFTER HOURS

Work performed after 4:30PM through 8AM, Monday through Saturday, (excluding national holidays) will be billed at 1.5 times the preferred labor rate at a minimum of 4 hours.

EMERGENCY AFTER HOURS

Emergency after hours work performed on a Sunday or national holiday will be billed at 2 times the preferred labor rate at a minimum of 4 hours.

NON-COVERED RELATED REPAIRS

Work performed on equipment not listed will be billed at the prevailing rate(s). In the case of after‐hours or emergency after hours repairs, multipliers (times factors) as detailed in the aforementioned paragraphs shall apply. “Loaner” equipment may be made available to customer at the prevailing lease rate, subject to availability.

CUSTOMER PERFORMANCE

Customer will make equipment available for preventive maintenance when scheduled twenty-four hours in advance. If equipment is not available, Customer will pay Auxo Medical’s prevailing rates for additional travel and labor. Customer will make available any pass codes, security codes, keys or other items necessary for both equipment access and repair.

SERVICE CALL REQUEST

Customer should request normal Unscheduled Maintenance via the Customer Portal. Auxo Medical will respond to schedule service to normal Service Call Request within eight (8) business hours. Customers should request After Hours and Emergency Unscheduled Maintenance by calling 804-233-4424 extension 9. Auxo Medical will respond to After Hours and Emergency After Hours Service Call Request within one (1) hour.

SERVICE CALL REPORT

Auxo Medical, LLC will make the Service Call Report available on the Customer Portal within one (1) business day of Scheduled Maintenance or Unscheduled final disposition. The Service Call Report may include technician findings, equipment condition, parts consumed, and repair or resolution of fault condition.

WARRANTIES

Auxo Medical warrants that it will perform the services in a professional and workmanlike manner using reasonable commercial efforts. Customer acknowledges and agrees that, with the exception of the limited warranty set forth in the preceding sentence and to the extent permitted by law, Auxo Medical has not made and makes no representation or warranty of any kind or nature, either oral or written, either express or implied, concerning the services, provided hereunder, and to the extent permitted by law, Auxo Medical specifically disclaims any and all other representations and warranties concerning services. Customer agrees that this provision is an integral part of Auxo Medical’s pricing and an important factor in its willingness to agree to perform the services hereunder.

LIMITATIONS OF LIABILITY

To the extent permitted by law, in no case shall Auxo Medical or Customer be liable to the other for any consequential or incidental damages incurred by the other, including but not limited to, loss of revenue, profits or goodwill. However, nothing contained in this Agreement is intended to relieve Auxo Medical from claims, liability, damages or expenses resulting from bodily injury, including death, or from property damage incurred due to the willful acts, the negligence of or strict liability of either party.

INDEMNIFICATION

Auxo Medical agrees to defend, indemnify and hold Customer harmless from any and all claims, liability, damages or expenses due to personal injuries, including death to employees of Auxo Medical and Customer and for property damage to the extent of the willful acts or negligence of Auxo medical or strict liability of Auxo Medical. Customer agrees to defend, indemnify and hold Auxo Medical harmless from any and all claims, liability, damages or expenses due to personal injuries, including death, to employees of Customer and Auxo Medical, and to third parties and from property damage to the extent of willful acts or the negligence of Customer or strict liability of customer caused by acts or omissions of customer.

RENEWAL AND TERMINATION

This Agreement may be renewed at the end of the initial term by written mutual agreement signed by both parties. Customer may cancel and terminate this Agreement, in part or whole, upon ninety (90) days written notice to Auxo Medical. Auxo Medical may cancel and terminate this Agreement, in part or whole, upon ninety (90) days written notice to Customer. This agreement, and the parties’ duties and obligations hereunder, may be terminated by Auxo Medical upon the Customer’s failure to make payment under any undisputed portion of any invoice on the due date for such invoice and the Customer’s failure to cure such delinquency within ten (10) days following receipt of written notice thereof from Auxo Medical to Customer. Auxo Medical may not withhold performance or term this agreement if the Customer disputes any invoice or portion of any invoice in good faith and fails to pay such invoice while the dispute is pending.

GOVERNING LAW

This Agreement shall be construed, governed, and interpreted pursuant to the laws of the Commonwealth of Virginia without regard to choice of law principles. Both parties agree that all disputes arising under this Agreement shall be brought before a court of competent jurisdiction located in Richmond, Virginia.

FORCE MAJEURE

Neither party shall be liable to the other party for any delay, failure or inability to perform its obligations hereunder (except for payment obligation) due to any cause beyond its reasonable control, including but not limited to, utility failures, equipment breakdowns, fires, natural disasters, accidents, acts of God, acts of war, acts of party or its employees, contractors or agents.

AUTHORIZATION

Each party represents that the person executing this Agreement on its behalf is fully authorized to do so, and that the conditions and covenants herein shall inure to the benefit of and are binding upon the parties, their personal representatives, successors and assigns.

NOTICES

All notices and other communications required hereunder shall be in writing and delivered by personal deliver, electronic mail, facsimile or certified mail, postage prepaid, to the Auxo Medical. LLC hereto as set forth below. Any changes to the notification information below shall be promptly provided to the other party.

Auxo Medical, LLC
5401 Distributor Drive, Richmond, Virginia 23225
804-233-4424 888-420-9471 fax
[email protected]

ENTIRE AGREEMENT

This Agreement, including exhibits if any, sets forth the entire understanding and agreement of the parties and supersedes and replaces any and all prior or contemporaneous, oral or written, agreements or understandings between the parties as to the subject matter of this Agreement. This Agreement may be amended only by a writing duly executed by an authorized representative of each of the parties. Without limiting the foregoing, no term or condition contained in any purchase order or other sales documentation of Customer that is inconsistent, conflicts with, or additional to this Agreement shall be binding upon Auxo Medical, regardless of whether such document has already been or is hereafter acknowledged by Auxo Medical.

HEADING AND SEVERABILITY

Section headings have been inserted for convenience only and shall not be considered in interpreting this Agreement. If any provision of this Agreement is found unenforceable or invalid, it shall be enforced to the maximum extent permissible without affecting the validity or enforceability of the remaining provisions hereof.

COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile copy of a counterpart shall have the same effect as an original.

SERVICE AGREEMENT MODULES

ALPHA LEVEL

Comprehensive coverage as outlined below.

One (1) annual Scheduled Preventive Maintenance Labor and Parts
Four (4) quarterly Scheduled Preventive Inspections Labor
Unscheduled Maintenance Labor and Parts

SCHEDULED PREVENTIVE MAINTENANCE LABOR AND PARTS

Auxo Medical, LLC will perform one (1) Scheduled Maintenance activity annually. This maintenance will be performed by or under the supervision of Auxo Medical, LLC trained and certified technicians. Auxo Medical, LLC will rebuild or replace any Scheduled Maintenance designation part that has failed due to wear and tear or which requires replacement outlined by the OEM Service Manual. Each Scheduled Maintenance will be performed in accordance with established procedures and shall include Preventive Inspection of all equipment. All labor required accomplishing the Scheduled Maintenance, adjustments, lubrication, installation or rebuild of replacement parts and testing is included. One (1) Scheduled Preventive Inspection will be performed simultaneous as Scheduled Preventive Maintenance.

EXCLUSIONS: (a) Any part not outlined by the OEM as a Preventive Maintenance part. Non-Preventive Maintenance parts may include electronics and heater elements. (b) Parts that are considered Consumable and Expendable. Consumable and Expendable parts may include but not limited to; door gaskets, filters, paper products, detergents, lubricants. (c) Any part with prevailing rate of more than $1,100.

SCHEDULED PREVENTIVE INSPECTION LABOR

Auxo Medical, LLC will include all labor to perform one (1) Preventive Inspection quarterly. This maintenance will be performed by or under the supervision of Auxo Medical, LLC trained and certified technicians as required by the OEM Service Manual. A detailed inspection of the overall equipment functionality during standby as well as during operation will be accomplished. Any defects will be documented and reported to the equipment owners via a Service Call Report. All labor required accomplishing the Scheduled Inspection is included. One (1) Scheduled Preventive Inspection will be performed simultaneous as Scheduled Preventive Maintenance.

UNSCHEDULED MAINTENANCE LABOR AND PARTS

Auxo Medical, LLC will provide all labor and parts to accomplish Unscheduled Maintenance (i.e. “Corrective” or “Trouble Call”) activities. These by definition are considered not to fall under the category of “Preventive Maintenance” or “Preventive Inspections”. Any defects will be documented and reported to the equipment owners via a Service Call Report. These activities will be performed by or under the supervision of Auxo Medical, LLC trained and certified technicians. All labor required accomplishing the Unscheduled Maintenance, adjustments, lubrication, installation or rebuild of replacement parts and testing is included.

EXCLUSIONS: (a) Parts that are considered Consumable and Expendable. Consumable and Expendable parts may include but not limited to; door gaskets, filters, paper products, detergents, lubricants. (b) Any part with prevailing rate of more than $1,100.

BETA LEVEL

Coverage as outlined below.

One (1) annual Scheduled Preventive Maintenance Labor and Parts
Four (4) quarterly Scheduled Preventive Inspections Labor
Unscheduled Maintenance Labor

SCHEDULED PREVENTIVE MAINTENANCE LABOR AND PARTS

SCHEDULED PREVENTIVE INSPECTION LABOR

UNSCHEDULED MAINTENANCE LABOR

Auxo Medical, LLC will provide all labor to accomplish Unscheduled Maintenance (i.e. “Corrective” or “Trouble Call”) activities. These by definition are considered not to fall under the category of “Preventive Maintenance” or “Preventive Inspections”. Any defects will be documented and reported to the equipment owners via a Service Call Report. These activities will be performed by or under the supervision of Auxo Medical, LLC trained and certified technicians. All labor required accomplishing the Unscheduled Maintenance, adjustments, lubrication, installation or rebuild of replacement parts and testing is included.

GAMMA LEVEL

Coverage as outlined below.

Four (4) quarterly Scheduled Preventive Inspections Labor
Unscheduled Maintenance Labor

SCHEDULED PREVENTIVE INSPECTION LABOR

UNSCHEDULED MAINTENANCE LABOR

DELTA LEVEL

Coverage as outlined below.

Four (4) quarterly Scheduled Preventive Inspections Labor

SCHEDULED PREVENTIVE INSPECTION LABOR

BIOMEDICAL TIER 1 (A) LEVEL

Tier 1 is for the most critical equipment, such as life support and emergency devices (e.g., an automatic external defibrillator or anesthesia machine)

Coverage as outlined below.

Two (2) Bi-Annual Scheduled Preventive Inspection Labor
One (1) Annual Scheduled Electrical Safety Inspection Labor
One (1) Annual Scheduled Calibration Inspection Labor
One (1) Annual Scheduled Cleaning Labor

SCHEDULED PREVENTIVE INSPECTION LABOR

Auxo Medical, LLC will include all labor to perform one (1) Preventive Inspection bi-annually. This maintenance will be performed by or under the supervision of Auxo Medical, LLC trained and certified technicians as required by the OEM Service Manual. A detailed inspection of the overall equipment functionality during standby as well as during operation will be accomplished. Any defects will be documented and reported to the equipment owners via a Service Call Report. All labor required accomplishing the Scheduled Inspection is included.

SCHEDULED ELECTRICAL SAFETY INSPECTION LABOR

Auxo Medical, LLC will include all labor to perform one (1) Electrical Safety Inspection annually. This maintenance will be performed by or under the supervision of Auxo Medical, LLC trained and certified technicians as required by the OEM Service Manual. Auxo Medical will inspect the ground resistance and electrical current leakage of the equipment. Any defects will be documented and reported to the equipment owners via a Service Call Report. All labor required accomplishing the Scheduled Inspection is included.

SCHEDULED CALIBRATION INSPECTION LABOR

Auxo Medical, LLC will include all labor to perform one (1) Calibration Inspection annually. This maintenance will be performed by or under the supervision of Auxo Medical, LLC trained and certified technicians as required by the OEM Service Manual. Auxo Medical will measure and / or test the output of the equipment. Any defects will be documented and reported to the equipment owners via a Service Call Report. All labor required accomplishing the Scheduled Inspection is included.

SCHEDULED CLEANING LABOR

Auxo Medical, LLC will include all labor to perform one (1) Cleaning annually. This maintenance will be performed by or under the supervision of Auxo Medical, LLC trained and certified technicians as required by the OEM Service Manual. Auxo Medical will remove dust and debris from air filters and exhaust ports. Any defects will be documented and reported to the equipment owners via a Service Call Report. All labor required accomplishing the Scheduled Inspection is included.

BIOMEDICAL TIER 2 (B) LEVEL

Tier 2 is for common use equipment, such as blood pressure monitors and heat therapy units.

Coverage as outlined below.

One (1) Annual Scheduled Electrical Safety Inspection Labor

SCHEDULED ELECTRICAL SAFETY INSPECTION LABOR

BIOMEDICAL TIER 3 LEVEL

Tier 3 is for equipment that has little to no risk, such as a patient scale

Coverage as outlined below.

One (1) Annual Scheduled Electrical Safety Inspection Labor

SCHEDULED ELECTRICAL SAFETY INSPECTION LABOR

C-ARM AND X-RAY TERMS AND CONDITIONS

Equipment Performance Guarantee (UPTIME). If a percentage of uptime is guaranteed in the proposal/quotation, Seller provides the following “uptime” guarantee. Uptime for the Equipment is calculated for each calendar year using 24 hours a day, 7 days a week, and 365 days a year; there are 8760 hours in the year. The system is “Down” when the Seller determines a failure prevents clinical use. Buyer should contact Seller immediately if the Equipment is Down. The hours Down starts when Buyer notifies Seller of the failure and ends when the Seller determines the Equipment is available for clinical use. Conditions under which the Equipment will not be considered Down include (but are not limited to) interruptions in clinical use due to:

– Scheduled Preventative Maintenance and related Services;

– Buyer’s failure to perform some responsibility(ies) under this Agreement;

– Circumstances where an Equipment failure is excluded from the Services;

– Equipment failures due to improper system administration, i.e., ignoring proper backup procedures;

– Any time when Seller’s access to the Equipment is restricted, whether physically, electronically or temporally (e.g., after hours repairs).

Uptime percentage is calculated as 8760 hours minus hours Down, divided by 8760. Whether Seller meets the Equipment Performance Guarantee will be determined over each year of the term. For each whole percentage point less the Uptime Percentage is determined to be than the percentage noted in the Service Description for each piece of equipment, Seller will extend the Agreement term by seven (7) days, for a maximum of 8 weeks (e.g. If the percentage promised on the first page was 98% and the Uptime Percentage was 96.5, that would lead to an extension of seven (7) days; 95.1% would lead to an extension of fourteen (14) days).

Exclusions from Services.

Seller’s obligations under this Agreement do not extend to:

Failures related to external causes (including, but not limited to): natural disaster, fire, wind, lightning, smoke, smog, explosion, collapse, earth movement, settling, cracking, shrinking or expansion, insect/rodent infestation, vehicle, aircraft, water damage from any source external to the Equipment, instability of gas or electrical service, power surge, rust or corrosion damage caused by atmospheric conditions, war or hostile action, riot, vandalism, malicious mischief, theft, impact, abuse, misuse, nuclear radiation, radioactive contamination, mold and any acts of God.
Failures caused by intentional or negligent misuse or destruction (including, but not limited to: loss due to failure to operate or maintain the product in accordance with manufacturer’s recommended instructions).
Any cost associated with on-the-job training, applications support, applications training, or technical training of any sorts.
Equipment overhauls, modifications, upgrades, tests, or safety checks.
Stored media.
Handling or disposing of hazardous materials.
Any costs associated with rental equipment.
Any loss caused by business interruption, delay, or patient cancellations.
Loss of market, depreciation, diminution of value.
Any loss occasioned by any ordinance, regulation, or law, or any order of governmental or municipal authority; or by virtue of the suspension, lapse, termination, or cancellation of any license, lease, approval, or permit; or as the result of any injunction of any court.
Cosmetic damage (including, but not limited to): dents, rust, scratches, discoloration, paint chipping.
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).
Pre-existing conditions of the Equipment, or defects due to third-party work on the Equipment.
Any type of glassware not listed on the proposal/quotation (including, but not limited to: roentgen tubes, x-ray tubes, flouro tubes, TV pickup tubes such as vidicons, gas CT detectors, tetrodes, laser tubes, image intensifiers, nuclear medicine scinitillation crystals, linear accelerator beam center lines, wave guides and attachments, electron guns, magnatrons, klystrons and thyatrons, ultrasound transducers, and fiber optic cables). Where glassware is specifically endorsed in this Agreement, Seller is not responsible for any repair/replacement within one year of another glassware replacement.
Services that would otherwise be due while Buyer is in breach of this Agreement.
Any repair covered by a manufacturer’s original warranty.
Expedited shipping for replacement parts related to after-hours Labor.

Services. In exchange for the prices and payments indicated on the proposal/quotation, and subject to any other terms and conditions of this Agreement, Seller will provide the services described on the proposal/quotation (the “Services”) on the equipment described in the proposal/quotation (the “Equipment”). The scope of the Services may include preventative maintenance (“PM services”), parts replacement (“Parts”), and/or labor/engineering (“Labor”); Seller reserves the right to subcontract any of the Services under this Agreement.

PM Services. PM services consist of a number of preventative maintenance visits (described in the proposal/quotation) where Seller will perform inspection and routine maintenance on the Equipment during regular business hours (Monday – Friday, 8am – 5pm, excluding holidays). PM services are determined in Seller’s discretion based on Seller’s experience, and the Equipment’s manufacturer, age, duty, and service history. PM services do not include diagnostics, parts replacement, or repairs. It is Buyer’s responsibility to contact Seller to schedule PM services.

Parts Replacement .If Parts replacement is included in the Agreement, Seller will replace parts that have failed, are needed for the equipment to produce diagnostically useable images, and are not otherwise excluded under the Agreement. Seller may provide new, used, or refurbished replacement parts for Buyer’s equipment. Unless otherwise agreed, parts provided under this Agreement are provided on an exchange basis; Buyer releases all interests in the replaced parts to Seller. Where Buyer is responsible for shipping a part to Seller, Buyer bears the risk of loss during shipping. Cosmetic issues which do not impact performance of a part are not included.

Labor. If Labor services are included in the Agreement, Seller will provide the technical support, diagnostics, and engineering labor required to keep the equipment performing at the manufacturer specifications. Labor services will be provided Monday through Friday, between 8 a.m. and 5 p.m., excluding Seller’s recognized holidays, unless otherwise agreed in the proposal/quotation. Labor Services requested to be performed outside of the included hours will be billed to Buyer at Seller’s then current Time and Materials rates

Equipment Coverage. The Equipment is eligible for coverage under this Agreement, subject to any exclusions contained in this Agreement, on the condition that it is operating at manufacturer specifications at the time the service coverage goes into effect. Buyer is responsible for any remediation required to bring the Equipment into conformity with manufacturer specifications, either at the start of coverage period, or due to some excluded cause.

Last updated: November 19, 2024

Recent Change Log:

2024-11-19: Update to ACH information and Credit Card Processing Fee
2024-10-08: Addition of Expedited Shipping exclusions to the “General Exclusions” section.
2024-06-21: Addition of State Sales Tax Provision to “Payment and Payment Terms” section.
2024-03-22: Addition of the “C-Arm and X-Ray Terms and Conditions” section.
2024-01-31: Update to ACH information. “Customer Portal” terminology changed to “Service Portal”.