Compumedics USA Inc. Rental Terms and Conditions
1. GENERAL. These Rental Terms and Conditions (“Rental Terms”), together with the non-conflicting provisions in a quotation executed between Compumedics USA, Inc. (“Compumedics”) and a customer (“Lessee”) that references these Rental Terms (together, the “Agreement”) evidence a rental transaction and/or lease of equipment allowing Lessee to take possession of and use those units of equipment identified in the quotation (“Equipment”) during the Rental Period specified in the quotation. Compumedics’ quotations are offers that may only be accepted in full. All typographical or clerical errors made by Compumedics in any quotation, acknowledgment, or publication are subject to correction. Capitalized terms used in these Rental Terms but not defined herein will have the meanings ascribed to such terms in the quotation.
2. ACCEPTANCE OF EQUIPMENT. Lessee confirms that it has examined and accepted the Equipment upon its delivery to Lessee. LESSEE’S ACCEPTANCE OR USE OF THE EQUIPMENT CONSTITUTES LESSEE’S ACCEPTANCE OF THE EQUIPMENT AND ACKNOWLEDGEMENT THAT THE EQUIPMENT IS IN GOOD CONDITION AT THE TIME OF DELIVERY.
3. POSSESSION AND RETURN. Lessee will take possession of the Equipment at the location specified in the quotation. If no location is specified in the quotation, Lessee will take possession of the Equipment at Compumedics’ facility located at 5015 W WT Harris Blvd., Suite E, Charlotte, North Carolina 28269. Lessee agrees to return and deliver the Equipment to Compumedics during normal business hours on the last day of the Rental Period (the “Return Date”) at the same location as specified above. Lessee is responsible for clearing any and all content and data (in any form) from the Equipment prior to returning the Equipment to Compumedics, and Lessee authorizes Compumedics to clear the Equipment of any and all remaining content and data immediately upon return of the Equipment to Compumedics. It shall be the sole responsibility and obligation of Customer to arrange for the safeguarding and storage of Customer’s content and data prior to the return of the Equipment to Compumedics. All rental rates are calculated on a monthly or quarterly basis, as set forth in the quotation, with no grace period included. If the Equipment is not returned on or before the Return Date, Lessee agrees to pay the applicable rental rate for all days and any part of any day beyond the Return Date until the Equipment is returned. If the Return Date falls on a day which Compumedics is not open for business (e.g. Sunday or a legal holiday), Lessee agrees to return the Equipment by 9:00am on the next business day on which Compumedics is open. Any pallets or containers used for the delivery of Equipment remain the sole property of Compumedics and shall be returned in good order and condition to Compumedics or any of its agents upon Compumedics’ request as directed and at Lessee’s expense.
4. FEES AND PAYMENTS. Lessee will pay the rental fees and other fees listed in the quotation. All prices are valid for 30 days from quotation, unless otherwise specified. Fees are exclusive of all shipping and handling charges, duties, tariffs, value added taxes, sales taxes, use taxes, or assessments levied by any federal, state, municipal or other government authority that may be owed by Lessee as a result of Lessee’s use or possession of the Equipment. Unless specifically stipulated on an invoice or otherwise agreed in writing by the parties, fees are in U.S. Dollars. All fees are payable without right to deductions or set-off, subject to Lessee’s receipt of an invoice. Where applicable, Lessee agrees that Compumedics may draw on Lessee’s credit card on file to collect payments due from Lessee for any amounts that are past due. Compumedics may require payment to be made C.O.D. or via irrevocable letter of credit in favor of, and acceptable to, Compumedics, established at Lessee’s expense, or require Lessee to provide further assurance of payment satisfactory to Compumedics. If payment is not made when due, Compumedics has the right to take possession of the Equipment, without demand or notice, and Lessee shall remain liable for the full performance of all obligations under this Agreement. In addition to all other sums payable hereunder, Lessee shall pay to Compumedics (a) the reasonable costs and expenses incurred by Compumedics in connection with all actions taken to enforce collection of unpaid fees or to preserve and protect Compumedics’ rights hereunder, whether by legal proceedings or otherwise, including without limitation reasonable attorneys’ fees, court costs and other expenses, and (b) interest on all amounts unpaid after 30 days, charged at the lesser of (i) the rate of 1.5% per month (18% annum) or (ii) the highest rate permitted by law. All charges are subject to final audit by Compumedics. In the event of any loss of the Equipment during the Rental Period, Lessee shall continue to pay the rental fees for the remainder of the Rental Period.
5. PRODUCT SUITABILITY. Lessee is responsible for obtaining, at its expense, any licenses, permits, or authorizations required under any regulations in force within the country of export and destination of the goods. Particularly, United States Federal law restricts the sale of certain products (“Prescription Devices”) to persons licensed under applicable state law to prescribe and use Prescription Devices. Lessee shall obtain any such required state licenses prior to ordering any Equipment that are Prescription Devices. Compumedics reserves the right to refuse to supply or cancel the Agreement at any time in whole or in part if it determines in its sole discretion that Lessee has not provided satisfactory evidence of any such applicable licenses, permits, or authorizations. Equipment is designed to meet stated U.S. safety standards and regulations. Because local safety standards and regulations vary significantly, Compumedics cannot guarantee that Equipment meets all applicable requirements in each locality. Lessee assumes responsibility for compliance with such safety standards and regulations in the localities in which Equipment will be shipped and used. Before use of any Equipment, Lessee should review the Equipment application, and national and local codes and regulations, and Lessee is solely responsible for verifying that the use of Equipment will be in compliance. Due to government regulations and Equipment availability, not all Equipment sold by Compumedics may be available in every area.
6. RECALL NOTICE; PRODUCT SAFETY AND OTHER COMPLAINTS. Compumedics may recall any or all Equipment upon ten (10) days written notice to Lessee. Lessee shall report immediately to Compumedics, and shall assist Compumedics as reasonably necessary in investigating, any event of which Lessee becomes aware that suggests that any Equipment provided by Compumedics, for any reason: (a) may have caused or contributed to a death or serious injury, or (b) have malfunctioned where and such malfunctions would be likely to cause or contribute to a death or serious injury if the malfunction were to occur again. Additionally, Lessee shall also report to Compumedics complaints it receives from its personnel and patients or any other person regarding the quality, performance, reliability, safety, effectiveness, labels, or instructions for use of the Equipment provided by Compumedics. Compumedics shall be solely responsible for submitting any filings or reports to any governmental authorities with respect to the Equipment, unless otherwise required by law.
7. MAINTENANCE AND OPERATION. Lessee may not, and may not authorize or allow any third party to, service, repair, alter or modify the Equipment. Lessee shall notify Compumedics immediately of any malfunction and/or alleged damage of any Equipment. Lessee may not, and may not authorize or allow any third party to, remove any safety equipment, devices, or safeguards from the Equipment. Lessee shall not remove, alter, disfigure or cover up any numbering, lettering, or insignia displayed upon the Equipment, and shall see that the Equipment is not subjected to careless, unusually or needlessly rough, usage; and Lessee shall at its own expense maintain the Equipment in good condition. At the conclusion of the Rental Period, Lessee will return the Equipment in good condition to Compumedics, ordinary wear and tear resulting from proper use thereof alone excepted. Lessee authorizes and permits Compumedics to enter onto any premises where the Equipment is located and to inspect or maintain the Equipment at any reasonable time. Any supplies, materials and consumables reasonably necessary to operate the Equipment shall be the sole responsibility of Lessee.
8.WHO MAY OPERATE THE EQUIPMENT. Only the following “Authorized Operators” may operate the Equipment: Lessee and Lessee’s employees in the course of their regular duties and responsibilities in the normal course of Lessee’s business. All Authorized Operators must also: (a) be a minimum of 21 years old; (b) know all the proper protocols to safeguard the public and the Equipment, (c) be competent with regard to the normal operation of the Equipment; (d) have a valid operator’s license with respect to the Equipment where and as required by law; and (e) be instructed in the safe operation of the Equipment by the Lessee. Lessee shall keep the Equipment in its sole custody and shall not permit the Equipment to be used in violation of law.
9. OWNERSHIP. Lessee acknowledges that the Equipment is owned by Compumedics and no one other than Compumedics may encumber, rent, lease, sell, transfer, or assign the Equipment or any rights or obligations under this Agreement. Any attempted encumbrance, rental, lease, sale, transfer, or assignment by Lessee or any other person other than Compumedics shall be null, void, and of no effect. Lessee shall give Compumedics immediate notice in the event that any of the Equipment is levied upon or threatened with seizure. Neither Lessee nor any Authorized Operators (as defined herein) are agents, employees, or subcontractors of Compumedics or otherwise have any affiliation with Compumedics.
10. RISK OF LOSS. Compumedics shall not be responsible for loss or damage to property, material, or equipment belonging to Lessee, its agents, employees, suppliers or anyone directly or indirectly employed by Lessee. All loss of or damage to the Equipment from any cause whatsoever during the term of this Agreement, whether or not in Lessee’s care, custody or control, and whether or not due to the fault of Lessee, including, but not limited to, fire, flood, theft, comprehensive losses, collision and rollover, and acts of God, will be the sole responsibility of Lessee and will be paid to Compumedics promptly upon Lessee’s receipt of an invoice therefor. Such responsibility is limited to the full value of the Equipment at the time it was lost or damaged, less its salvage value, plus an administrative fee and Compumedics’ related expenses, such as loss of use, appraisal fees or recovery costs. THE COST OF LABOR FOR SUCH REPAIRS WILL BE EITHER COMPUMEDICS’ THEN-PREVAILING HOURLY RATE FOR LABOR OR THE REPAIRER’S HOURLY RATE FOR LABOR CHARGED TO COMPUMEDICS FOR SUCH REPAIRS AS THE CASE MAY BE. PARTS WILL BE CHARGED AT COMPUMEDICS’ COST. Compumedics reserves all rights to seek all remedies available to it at law, in equity or hereunder, including, but not limited to, filing suit in any court of competent jurisdiction, for any damage or loss to the Equipment.
11. INSURANCE. Lessee shall carry liability and property damage insurance covering the Equipment against all risks of loss or damage from every cause whatsoever for not less than the full replacement value thereof. Upon Compumedics’ request, Lessee shall deliver copies of its relevant insurance policies to Compumedics.