Welch Allyn, Inc.or the undersigned Welch Allyn entity (“WA”) and the under signed Customer agree to the terms and conditions of this Onsite Professional Preventive Maintenance Agreement (“Agreement”)
During the term this Agreement, WA will provide functional verification and, where applicable, calibration services for the devices and equipment identified in website(“Covered Devices”) as described below (the“Services”). This Agreement does not cover repair or replacement of any hardware or software component or replacement of disposable items used with Covered Devices including, for example, paper, electrodes, spirometer mouthpieces, wireless connectivity, barcode readers, or carts. This Agreement is in addition to any WA standard warranty applicable to the Covered Devices.
If this Agreement is not purchased at the time that the Covered Devices are purchased, WA reserves the right to inspect the Covered Devices and condition the sale of the Agreement on Customer's payment of a preliminary fee in consideration of any re-conditioning of the Covered Devices (including Software Updates, defined below) required by WA.
Services availability and turnaround times may vary depending on Customer’s location,
Functional verification ensures Covered Devices meet manufacturer specifications. If a Covered Device fails to meet those specifications, WA will calibrate the Covered Device to bring it into performance or accuracy.
WA will provide functional verification and, if necessary, calibration for Covered Devices each 12-month period of the term hereof asset for the Covered Device,WA will provide functional verification and, if necessary, calibration of Covered Devices that have already been verified (and calibrated, as applicable)in any 12-month period at WA’s standard fee then in effect.
WA will calibrate Covered Devices to the specifications provided in the applicable Directions for Use and Service Manual in accordance with standard operating procedures.
Where functional verification confirms that a Covered Device meets manufacturer specifications, WA will not calibrate or adjust related to performance.
Customer shall use the Welch Allyn website to Purchase Onsite Professional Preventive Maintenance Service. The URL is www.welchallyn.com.my
In the event of a problem accessing or using the website, or to schedule planned on-site service, Customer should call its local telephone support number.
Customer may identify its local telephone support number by going to the following URL: www.welchallyn.com.my
Customer must provide the number of this Agreement and the serial number(s) of the Covered Device(s) in order to receive assistance.
This Agreement excludes adding capacity to the physical components of the Covered Device, whether such hardware is internal or external (e.g., installation of new physical components that provide extra capability). In the event that WA, while performing Services hereunder, determines that the replacement of hardware is required, WA will notify the Customer and prepare a quote for such replacement part. Customer may accept such quote by sending a purchase order to WA for the replacement part, whereupon WA will install the replacement part and Customer will be billed accordingly. If Customer rejects such quote, WA will, at Customer’s option, return the Covered Device to Customer at Customer’s expense.
This Agreement excludes applicable updates to software, including corrections of reproducible errors and improvements in performance (“Software Updates”)as well as new versions of software that provide additional functionality and/or significantly improve the existing version (“Software Upgrades”).In the event that WA, while performing Services hereunder, determines that a Software Update or Software Upgrade is required, WA will notify Customer and prepare a quote for such Software Update or Software Upgrade. Customer may accept such quote by sending a purchase order to WA for the Software Update or Software Upgrade, whereupon WA will perform such Software Update or Software Upgrade and Customer will be billed accordingly. If Customer rejects such quote, WA will, at Customer’s option, return the Covered Device to Customer at Customer’s expense.
No temporary replacement device (“Loaner”) will be provided at any time during the term of this Agreement.
WA reserves the right in its sole discretion to adjust turnaround time based on Customer’s geographic location. All turnaround times are subject to conditions beyond WA’s control.
No Refund/Cancellation for online purchase. Once paid, payment for PPM service is non-refundable
WA shall perform Services hereunder in a reasonably timely, professional, and workmanlike manner using trained and qualified personnel capable of performing Services in accordance with industry standards.
WA does not warrant that Software will operate uninterrupted, or that it will be free from minor defects or errors that do not materially affect its performance, or that the applications contained therein are designed to meet all of Customer's requirements. WA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Each party shall maintain in confidence all confidential information of the other party identified by such party as commercially sensitive, proprietary, confidential, or trade secret, whether or not marked “confidential” or other similar legend, and shall not disclose such confidential information to any third party at any time except to those of its personnel or agents as are necessary in connection with such party’s activities as contemplated by this Agreement and who are bound by confidentiality obligations with such party at least as restrictive as those contained herein. In maintaining the confidentiality of the confidential information of the other party, each party shall exercise the same degree of care that it exercises to prevent the unauthorized use, dissemination, or publication of its own confidential information and in no event less than a reasonable degree of care. Both parties shall ensure that each of its personnel and agents holds in confidence and makes no use of the confidential information of the other party for any purposes other than those permitted under this Agreement or otherwise required by law. Neither party shall reverse engineer, disassemble, or decompile any products, prototypes, software, or other tangible objects that embody confidential information of the other party.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER IN ANY AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR EXEMPLARY OR PUNITIVE DAMAGES RESULTING FROM ANY DEFAULT IN PERFORMANCE OF THIS AGREEMENT. NOT BY WAY OF LIMITATION TO THE FOREGOING, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR DIRECT DAMAGES RESULTING FROM ANY DEFAULT IN PERFORMANCE OF THIS AGREEMENT IN AN AMOUNT GREATER THAN THE FEE FOR SERVICES PAYABLEBY CUSTOMER FOR THE 12-MONTH PERIODPRECEDING THE DATE SUCH DAMAGES OCCURRED.
This Agreement including, without limitation, as to arbitration and as to injunctive and provisional relief shall be solely governed by and interpreted in accordance with the laws of the State of New York without regard to principles of conflicts of laws, whether designated by federal or state laws, and in all instances without regard to the United Nations Convention on Contracts for the International Sale of Goods. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by arbitration administered by the American Arbitration Association in accordance with its International Arbitration Rules. The number of arbitrators shall be three, the place of arbitration shall be New York, New York, and the language(s) of the arbitration shall be English.
Any delay or nonperformance of any provision of this Agreement (other than payment of fees for Services due hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance. The provision of Services hereunder is limited to Customer; This Agreement may be modified only in a writing signed by both parties. This Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions that may appear on any purchase order or other document furnished by Customer to WA.
Customer acknowledges that the terms and conditions of this Agreement were explained by WA and Customer understands and agrees that if this Agreement is not purchased, any services or replacement parts required after expiration of the standard warranty for devices purchased by Customer will be furnished to Customer at WA's standard pricing.