All parts sold by USOC are either OEM or Aftermarket.
Effective as of 10/8/2019
APPLICATION OF TERMS:
These USOC Terms & Conditions of Sale (the “Terms”) constitute terms and conditions upon which (Hereinafter referred to and referenced herein as “USOC”) agrees to sell goods or services to the “Purchaser” (The term “Purchaser” herein shall mean any entity or individual for which USOC sells goods or service to and is the subject of these USOC Terms & Conditions of Sale). THESE ARE THE ONLY TERMS AND CONDITIONS OF THE AGREEMENT BETWEEN THE PARTIES (The term “Parties” herein shall refer to and mean USOC and Purchaser collectively). ANY AND ALL ADDITIONAL OR DIFFERENT TERMS, WHETHER IN A PURCHASE ORDER OR OTHER DOCUMENT GIVEN BEFORE OR AFTER THIS ACKNOWLEDGEMENT, QUOTATION OR SALE ORDER, ARE SPECIFICALLY REJECTED AND SHALL NOT BECOME PART OF THE AGREEMENT UNLESS EXPRESSLY AGREED TO IN WRITING BY USOC.
TERMS AND CONDITIONS:
It is expressly understood, acknowledged, and accepted that USOC may need to change parts in the course of repairing certain types of medical equipment. USOC will use OEM (Original Equipment Manufacturer) parts where possible and if requested by customer, otherwise, aftermarket parts meeting USOC’s standards will be used. Some original equipment manufacturers may not accept repair of certain equipment if any parts or internal components have been altered or replaced, this may include updating the equipment if a recall has been issued by the OEM. USOC will support published recalls by the OEM to the best of its ability and where parts and software are available.
RETURN OF GOODS:
Goods may not be returned for credit except with USOC’s express permission, and then only in strict compliance with USOC’s return shipment instructions. Certain items may not be returned for credit. These items include: any piece of equipment that has been tampered with internally and/or externally. Any piece of equipment that purchaser receives with any flaw, either mechanical or otherwise, that is not an “AS IS” sale, must be reported to USOC within 3 days of receipt. It is only at this time that USOC may consider issuing a credit at USOC’s discretion. All pre-approved returned items will be charged a 20% restocking fee and must be returned within 30 days of purchase. Any and all credit card service fees are solely the responsibility of the purchaser and they will not be refunded in the form of a credit or any other means. Any check fees for stop payments, overdrafts or any other service fees regarding payments are purchaser’s responsibility. All returned items must be accompanied by a Return Goods Authorization (RGA) number acquired by USOC. If any items are not accompanied by an RGA they will not be accepted.
Service. USOC will service select equipment and devices for the flat-rate charge if stated on the RGA. If service is based off labor and parts and are not covered by the flat-rate service charges USOC will ask for customer’s approval of estimate. If you do not agree to the parts and labor charges that USOC has given then USOC will return your product and may charge a diagnostic fee, applicable sales tax, and shipping costs. Unless specially directed in servicing your product, USOC reserves the right to use new, used or refurbished parts or products. USOC may also exchange the product with a new, used or refurbished product at USOC’s sole discretion.
Service Exclusions. The flat-rate repair service does not cover cosmetic damage, damage due to accident, abuse, neglect, misuse, unauthorized modification, extreme environment, extreme physical or electrical stress or interference, fluctuation or surges of electrical power, lightning, static electricity, fire, acts of God or other external causes. USOC reserves the right to refuse service for such damage. In such event, USOC may return the product to you without servicing it, and may charge you a diagnostic fee, applicable tax, and shipping. Exclusions to the flat rate repair also include Masimo™ Spo2 replacement, Philips M3015A main board corruption and Endoscopes.
Oxygen Blender Overhaul Service/Preventative Maintenance Disclosure. USOC Medical Oxygen Blender Overhaul consists of replacing the following parts “Standard Blenders Parts List”:
- Check Balls
- Ball Bearings
As part of the Standard Oxygen Blender Overhaul Service/ Preventative Maintenance USOC technicians inspect the internal oxygen blender parts for any abnormal wear and tear, damaged blocks, and broken parts. Once a blender unit has been inspected thoroughly, a USOC technician installs the applicable OEM/OEM compatible blender parts from the “Standard Blenders Parts List.”
USOC Medical Oxygen Blender overhaul service includes only the parts listed in Standard Blenders Parts List; if during the inspection, USOC determines that additional parts, not listed in the Standard Blenders Parts List, or additional services are needed in order to deem the blender fully functional, additional fees may apply. USOC Medical will seek customer approval prior to proceeding with additional work.
Smart Fetal Repair Exchange Tiers. Philips Smart Fetal services are on a tier basis as described below:
Tier 1 – Replace Cable and/or Component level board repair.
Tier 2 – Replace Cable and Case and Component level board.
Tier 3 – Exchange
Please call a USOC Medical Sales Representative for tier pricing.
What does a USOC warranty cover? In servicing equipment, USOC warrants (1) that service will be performed in a workmanlike manner; and (2) that all parts or products used in the service will be free from defects in materials and workmanship for the warranty period outlined in Table 1 below from the date of service (“warranty period”); and (3) that the entire repaired or replaced product will be free from defects in materials and workmanship during the warranty period from the date of service (“peace of mind coverage”). This warranty is an express limited warranty. If non-conforming service is provided, or a defect arises in a replacement part or product during the warranty period, or a new defect arises in the repaired or replacement product during the warranty period repair assurance period, at its option, USOC will (1) repair the part or product, using new, used or refurbished replacement parts, or (2) replace the part or product with a new, used or refurbished equivalent part or product, or (3) refund the sum(s) paid to USOC for the service. Large diameter endoscopy repairs and services warranty period is six (6) months and small diameter endoscopy repairs and services warranty period is three (3) months.
Testing Incoming Material: Upon receipt of supplied and/or repaired items from USOC, the customer agrees to inspect and test the items supplied and/or repaired by USOC prior to use of equipment.
Warranty (“Out of Box Failure”): Upon receipt of supplied and/or repaired items from USOC, the customer agrees to inspect and test the items supplied and/or repaired by USOC within three (3) days in order to determine if “out of box failure” exists. Customer agrees to report out of box failures within the warranty period. Any out of box claims outside of the warranty period will be considered a new repair and will be subject to service and repair fees.
What is not covered by USOC warranty? USOC warranty does not cover problems that result from:
- External causes such as accident, abuse, misuse or problems with electrical power.
- Water Damage, physical damage, neglect/improper use, or improper installation.
- Servicing not authorized by USOC Bio-Medical Services or devices that have broken USOC warranty stickers.
- Usage that is not in accordance with product and original equipment manufacturer’s (OEM) instructions.
- Failure to follow the product instructions or failure to perform preventive maintenance.
- Problems caused by using accessories, parts or components not supplied by USOC Bio-Medical Services.
- Products with missing or altered USOC service tags or serial numbers.
- Products for which USOC Bio-Medical Services has not received payment.
Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY USOC OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE OVERRIDDEN, EXCLUDED AND DISCLAIMED.
EXCLUSIVE REMEDY & DAMAGE LIMITATION:
In the event Purchaser establishes a breach of the above warranty, Purchaser’s exclusive remedy against USOC, and USOC’s sole liability, is, at its option, the replacement of the defective goods or the refund of the purchase price therefor. In no event shall USOC be liable for damages in excess of the purchase price of the goods, which are the subject of the Sale/Purchase Order.
Purchaser agrees to protect, indemnify, defend and forever hold USOC, its assigns, and its affiliates harmless from and against any and all claims or liabilities and expenses (including attorneys’ fees) arising from (a) Purchaser’s design, defect, manufacture, assembly, use, handling, sale, recall or distribution of Goods or services purchased within the subject sale/Purchase Order; (b) the performance of the subject Sale/Purchase Order by Purchaser, its employees or agents, whether on or off Purchaser’s premises; (c) Purchaser’s breach of any representation, warranty or obligation hereunder; (d) the infringement or violation of any third party’s patents, intellectual property or other rights arising out of or in connection with Purchaser’s use of Specifications, materials or other items provided to Purchaser by USOC and/or (e) Purchaser’s acts or omissions in the performance of its obligations under this Sale/Purchase Order, except to the extent that any Claim or Claims are caused solely by the gross negligence or willful misconduct of USOC. Without limiting USOC’s other lawful remedies, if any Goods or Services infringe third party rights, Purchaser shall, at its expense, promptly procure all rights for USOC’s continued use of such Goods and/or benefit of such Services or replace such Goods and/or Services with equivalent Goods and/or Services which do not infringe upon third party right.
The Parties agree that this Agreement was formed and executed in the State of California and/or with the intent of doing so, and with the express intent that this Agreement shall be governed by the laws of the State of California regardless of the location of either Party at the time of formation and signing, and any dispute arising from or related to this Agreement, including but not limited to any interpretation or challenge to this provision regarding choice of law, jurisdiction and venue, shall be governed solely by the laws of the State of California and heard exclusively before the courts of competent jurisdiction in Orange County, California, which shall have sole and exclusive jurisdiction and venue, without reference to the conflict of law principles therein, except that parole evidence shall not be admissible to alter, vary or supplement the terms of this Agreement.
ATTORNEYS FEES & COSTS:
In the event of any arbitration or action at law or in equity between the Parties to enforce or interpret this Agreement, the non-prevailing Party to such litigation shall pay to the prevailing Party all costs and expenses, including reasonable attorneys’ fees and disbursements, incurred therein by such prevailing Party and, if such prevailing Party shall recover judgment in any such action or proceedings, such costs, expenses and attorneys’ fees and disbursements may be included in and as a part of such judgment. The prevailing Party shall be the Party who is entitled to recover his costs of suit, whether or not the suit proceeds to final judgment. If no costs of suit are awarded, then the prevailing Party shall be determined by the court or the arbitrator, as applicable.
NO CONSEQUENTIAL DAMAGES:
USOC SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF GOODWILL, PROFITS, USE OF MONEY OR USE OF GOODS, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS, ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY.
Except for payment obligations, neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, such as natural catastrophes, governmental acts or omissions, laws or regulations, labor strikes or difficulties, transportation stoppages or slowdowns or the inability to procure parts or materials. If any of these causes continues to prevent or delay performance for more than ninety (90) days, the affected party may terminate the agreement between the parties, in whole or in part, effective immediately upon notice to the other party.
Failure by USOC to strictly enforce any provision of this Acknowledgment shall not be deemed a waiver of such provision or create a course of dealing between the Parties pursuant to which performance is not required.
Any action arising out of the agreement between the Parties, except as otherwise provided herein, shall be resolved by binding arbitration in Orange County, California in accordance with the rules of the American Arbitration Association.
Should any portion of this Agreement be declared or determined by any court or arbitrator to be illegal, invalid or unenforceable, the illegal, invalid, or unenforceable portion of this Agreement shall be interpreted as narrowly as possible and shall be deemed stricken and severed from this Agreement, and all other parts, terms, provisions and portions of this Agreement shall remain unaffected and shall be given full force and effect.
The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any Party, and shall be construed without any consideration as to which Party drafted it.
The titles of the various sections in this Agreement are intended solely for convenience of reference, and are not intended and shall not be deemed for any purpose whatsoever to modify, explain or place construction upon any of the provisions of this Agreement and shall not affect the meaning or interpretation of this Agreement.
USOC complies with all applicable provision of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).
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