Compumedics USA, Inc.
US Service Contract Terms and Conditions


1.1 This agreement (“Agreement”) commences on the commencement date affixed hereabove and unless terminated at an earlier time pursuant to clause 2.1 herein this Agreement shall continue for a period of twelve months or until the expiration of any renewal period agreed pursuant to Clause 1.2 herein.

1.2 The Owner may, by giving Compumedics USA Inc. written notice, thirty calendar days prior to the anniversary of the commencement date, request a renewal of this Agreement for a further period of twelve months and, subject to its acceptance of the service fee then required by Compumedics USA Inc. and upon Compumedics USA Inc. in its absolute discretion agreeing in writing to renew, this Agreement shall be deemed to be renewed for a period of twelve months from either the commencement date or a renewal date, as the case may be.


2.1 If either the Compumedics USA, Inc. or the Owner fails to comply with or observe the provisions of this Agreement, then in any such case the party not being in default under the provisions of this Agreement may give to the other party written notice of such default, stating that party’s intention to terminate this Agreement and should the party in default fail to rectify such default for one (1) month after the date of service of such notice, then the party not being in default shall be entitled by a further notice to terminate this Agreement forthwith. Such termination shall operate without prejudice to any right or liability accrued to the date of termination. During the continuance of any such default Compumedics USA Inc., if not in default, shall be entitled to suspend the Work until the default is rectified or the Agreement terminated in accordance with this Clause. Nothing in this Clause or this Agreement generally shall entitle the Owner to withhold payment or monies due to Compumedics USA Inc. in accordance with the terms of this Agreement or otherwise. No refund shall apply on termination of this Agreement except at Compumedics USA Inc.’s absolute discretion.

2.2 Notices required by this Agreement, by either party shall be sufficiently given or served if delivered to the address of the party to be served stated in this Agreement or such address as is notified in writing for the purposes of this Agreement by either party from time to time. A written notice transmitted from a party to the other party of this Agreement may be transmitted in a form including hard-copy delivered by post, facsimile, or electronic mail to the relevant address of the party. Any written notice will be considered to be delivered by a party if that party can provide documentary evidence of the delivery.


3.1 Compumedics USA Inc. will carry out the works defined as:

(a) The equipment and quantities defined in Schedule A annexed to this Agreement.
(b) Equipment service frequencies are defined in the Contract Service Level specification attached to this Agreement. Service frequencies will occur at the times agreed in writing by both parties.
(c) Equipment Maintenance checks carried out in accordance with the manufacturer’s or supplier’s recommendations.
(d) Service reports of all service attendance will be recorded, specifying the work carried out and parts used. A copy of this report will be left on site for the Owner’s Records.

3.2 Compumedics USA Inc. will service the equipment which is the subject of the Service Agreement in the following respects:

(a) Compumedics USA Inc. personnel or agent shall check such equipment and carry out maintenance required to keep such equipment in compliance with the manufacturer’s specifications, excluding Cosmetic issues. (“Cosmetic” being fair wear and tear in normal use as provided in any instruction manual);
(b) During the period of this Agreement including any agreed renewal pursuant to Clause 1.2, Compumedics USA Inc. will make its reasonable endeavors that the equipment will be repaired the least practical delay in the circumstance.

3.3 Compumedics USA Inc. will carry out the service and repairs as required by this Agreement, with due care and skill, and as soon as practicable after the period provided for or the time of breakdown of the equipment the subject of the selected option, as the case may be.
(a) Should the service and repairs be deemed to be urgent by mutual consent of the parties as to effect essential operation then those service and repairs will be carried out no later than the next business day or a loan system will be provided by Compumedics USA, Inc. to effect essential operation.


4.1 The Owner will, on the signing of this Agreement or within 30 (thirty) calendar days thereafter, pay to Compumedics USA Inc. the full amount of the total service fee for the provision of the service option(s) described herein, unless otherwise provided for or agreed in writing by both parties as an amendment to these terms and conditions.

4.2 The relevant service fee for each service contract option is covered by the latest issue of the service charges schedule, said schedule being provided by Compumedics USA, Inc in timely manner. Irrespective of the level of service contract or the conditions therein, Compumedics USA Inc. shall not be liable to repair damage to the equipment the subject of the selected option caused by or arising from misuse (whether accidental or malicious) neglect, accident, service or repairs by persons other than Compumedics USA Inc., electrical supply failure or fluctuation, fire or act of God.

4.3 The Owner shall bear all applicable taxes and duties, including without limitation, all value-added, goods and services or other similar taxes associated with the performance by Compumedics USA Inc. of its obligations under this agreement.


5.1 The Owner will ensure that the equipment the subject of this Agreement is kept in surroundings in compliance with the requirements and recommendations of Compumedics USA Inc. The Owner will assure that the servants and agents of Compumedics USA Inc. shall have sufficient access to the equipment in a clear space surrounding the equipment to enable Compumedics USA Inc. to perform its obligations herein.

5.2 (a) The Owner will permit removal of the equipment or parts of the equipment the subject of this Agreement by Compumedics USA Inc. if such removal is reasonably necessary to effect service under this Agreement.

(b) Should removal of the equipment or parts of the equipment by Compumedics USA Inc. be deemed to be necessary, Compumedics USA Inc. will provide replacement loan items of the same functionality until such time as the Owner’s items are returned.

5.3 The Owner will not permit or suffer any person other than servants or agents of Compumedics USA Inc. to service the equipment without the approval and/or agreement of Compumedics USA Inc.


6.1 Subject to Clause 6.2 herein and to the provisions of any applicable written warranty and guarantee given by Compumedics USA Inc. upon the supply of the equipment, the liability of Compumedics USA Inc. to the Owner in respect of the equipment under this Agreement or otherwise shall be limited to the obligations of Compumedics USA Inc. as set out in Clauses 3.1 and 3.2 herein, and Compumedics USA Inc. shall not in any circumstances be liable in contract, tort or otherwise for any direct or indirect or consequential damage whatsoever whether to persons or to property arising out of the malfunctioning or failure to function as specified of the Equipment.

6.2 The Owner will indemnify and hold Compumedics USA Inc. harmless against and from any claims, demands, costs, damages, proceedings, loss or liability suffered or incurred by Compumedics USA Inc. its servants and agents, except any such claims or demands arising from the proven negligence or willful misconduct of Compumedics USA Inc.;
(a) Arising out of the use by the Owner of the equipment; or
(b) In the course of carrying out the repairs or service under this Agreement.


7.1 This Agreement shall not be binding until its acceptance by the duly authorized signatory of Compumedics USA Inc. as evidenced by the signature of such duly authorized signatory affixed to this Agreement.

7.2 This Agreement is in lieu of and supersedes and cancels all prior arrangements, understanding and agreements made and representations given in relation to the subject matter. This Agreement and its schedules form the entire agreement between the parties in relation to the subject matter contained herein.

7.3 No other service contract in respect of the equipment between the Owner and Compumedics USA Inc. shall be entered into, nor shall this Agreement be amended except in writing signed by both the Owner and Compumedics USA Inc. and any existing service contract in respect of the equipment is hereby terminated.

7.4 Failure by Compumedics USA Inc. or Owner of the equipment to enforce any of the provisions of the Agreement shall not be construed as a waiver of Compumedics USA Inc. or the owner of the Equipment’s, rights or waiver of a continuing breach.

7.5 This Agreement shall be governed by the internal laws of the State of North Carolina without regards for principles of conflict of laws thereof. Seller and Buyer each hereby consents to the jurisdictions and venue of any local, state or federal court located within the state of North Carolina upon service of process made in accordance with the statues of North Carolina and the United States, and further agrees that any and all causes of action whether or not arising under this Agreement by and between the parties hereto shall only be brought in a local, state or federal court situated within the state of North Carolina.