Terms & Conditions

Nature Of The Services

The Services under this Agreement are outlined in the Proposal to be performed by the Service Provider.

The Services do not include diagnostic work, engineering, repairs, parts, labor, or expenses for equipment not owned by PinPoint Surgical. Additionally, the cost for procedural consumables required to utilize equipment are outlined in the Proposal.

Scheduling

Client is responsible for contacting Service Provider and scheduling all of the Services within the term of the Agreement and is bound by the availability and scheduling requirements outlined in the proposal.

Payment

Client agrees to pay the amount described in the Proposal.

Client agrees to pay installation and delivery fees before the equipment is delivered. Payment under this Agreement will be made by automatic Electronic Funds Transfers (EFT’s). To accomplish this, Client will provide their account information and authorization on the “Authorization Agreement for Electronic Funds Transfer and Automatic Payments” form which will be provided.

Credit Card payments may be accepted at the discretion of Service Provider and will be subject to a convenience fee.

Term

The initial term of the Agreement is outlined in the proposal.

Upon the expiration of the Initial Term, this Agreement shall automatically renew on a month-to-month basis ("Month-to-Month Term") unless terminated by either party in accordance with the provisions below.

Either party may terminate the Month-to-Month Term by providing sixty (60) days written notice to the other party.

Notice shall be delivered in person, by certified mail, or email.

Client Responsibilities

Client acknowledges that Service Provider’s ability to perform under this Agreement is conditioned on Client performing certain responsibilities such as:

1. Providing safe and secure access to the equipment subject to this Agreement during normal business hours.
2. Maintain environmental controls (temperature, humidity, dust, etc.) in the equipment’s location to the manufacturer’s standards.
3. Properly stored in a facility storage room or operating room on the same floor as intended for surgery and always safeguarded to preserve the equipment's cosmetic and mechanical integrity.
4. Maintain equipment in accordance with the care and cleaning specified in the user manual (the manual will be provided via USB).
5. Complying with all federal, state, and local laws and regulations (including but not limited to obtaining any licenses, permits, or other authorizations required to operate the equipment),
6. Paying any taxes, interest, and penalties incurred in connection with this Agreement (including but not limited to sales and use taxes), and
7. Preventing any protected health information on the equipment from improper disclosure under HIPAA.
8. Ensure the use of equipment is only by Service Provider-trained or authorized hospital staff.
9. Use the Equipment with reasonable care consistent with industry standards during use to ensure that the equipment is operated in a manner consistent with the operators’ manual and to ensure the preservation of the equipment is in excellent operating condition.
10. Ensure equipment is not moved or transported from the Client’s location identified herein.
11. Return the Equipment to the Service Provider at the termination of the Agreement in good repair, condition, and working order, ordinary wear and tear resulting from proper use, excepted, by delivering the Equipment at the Service Provider’s cost and expense.

Ownership

The Equipment is, and shall always be and remain, the sole and exclusive property of the Service Provider; and the Client shall have no right, title, or interest therein or thereto except as expressly set forth in this Lease. Notwithstanding the foregoing, all images and other usage information stored by or contained within the Equipment upon return to The Service Provider shall remain the sole and exclusive property of Client. Service Provider shall keep all such information strictly confidential and not use it for any purpose whatsoever.

Insurance

The service provider shall maintain combined general liability and property damage insurance within reasonable limits.

Force Majeure

Neither party shall be considered to be in breach of this Agreement to the extent that their performance is prevented due to circumstances beyond its reasonable control (including but not limited to flood, fire, earthquakes or other acts of God, accidents, riots, wars, acts of terrorism, operation of law, government regulations or requirements, strikes, labor difficulties, shortages of fuel, power, materials or supplies, or unavailability of transportation).

Right To Subcontract

Service Provider retains the right to subcontract the Services to a qualified vendor. Service Provider remains responsible for the quality of the Services and in the event a subcontractor performs the Services to Client, Client agrees to direct communications about the equipment and the services to Service Provider.

Client remains responsible for its obligations under this Agreement in any event.

Cancellation

Either party may cancel this Agreement at any time, after providing seven (90) days’ notice to the other party. In the event the Agreement is cancelled other than at the end of a contract year, the Client will be responsible to pay for the Services that have been performed by Service Provider, based on the then-current time and materials rates.

In the event a credit is owed to the client on that basis, Service Provider will refund the amount of a credit on receipt of a request from Client. Any credits that are not refunded will remain on Client’s account for future services.

Warranty

Service Provider warrants that its Services will be performed in a workmanlike manner and according to current manufacturer specifications for such equipment. CLIENT'S EXCLUSIVE REMEDY, AND SERVICE PROVIDER'S SOLE OBLIGATION, FOR ANY BREACH OF THIS OR ANY OTHER WARRANTY HEREUNDER SHALL BE FOR SERVICE PROVIDER, UPON RECEIPT OF WRITTEN NOTICE, TO USE COMMERCIALLY REASONABLE EFFORTS TO CURE THE BREACH AT ITS OWN EXPENSE, AND FAILING THAT, TO RETURN ANY FEES PAID TO SERVICE PROVIDER FOR THE SERVICES RELATED TO SUCH BREACH.

THE PRECEDING IS THE SERVICE PROVIDER'S ONLY WARRANTY CONCERNING THE SERVICES AND DELIVERABLES AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING AND PERFORMANCE OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY WARRANTIES OR GUARANTEES WITH RESPECT TO OUTCOME RESULTING FROM THE SERVICES.

LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE LOSS, DAMAGE OR EXPENSES (INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOST BUSINESS, LOST PROFITS OR LOST SAVINGS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY), UNDER STATUTE OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Service Provider’s limit of liability for ALL claims, demands, lawsuits, arbitrations or other disputes related to this Agreement is equal to amount of the cost of this Agreement actually received by Service Provider.

Repairs

Should the equipment become disabled, mechanically, or cosmetically damaged or inoperable in any way, provided damage is not caused by Client negligence or misuse, the Service Provider, at its own cost and expense, shall cause the Equipment to be repaired to restore it to working condition.

Equipment failure issues shall be reported promptly by the Client, who will send a written notice of equipment failure to the Service Provider. Email and text may be utilized to provide notice to Service Provider, Service Provider will inspect equipment within 3 (three) business days of receipt of notice of equipment failure to evaluate the equipment, confirm equipment failure has occurred, and verify needed repairs. The repair diagnosis and completion timeframe may take up to 3 weeks or more in some cases.

The Client payment will be prorated accordingly for each day the equipment is inoperable.

Equipment Loss Or Damage

In the event of loss or damage of any kind due to Client’s negligence with respect to the Equipment, Client shall, at the Service Provider's option:

Pay for time and materials to repair the Equipment to good condition and working order at the current time and materials rates and on the current Time and Materials terms and conditions located at: http://terms.pinpointsurgical.com/rates.

Replace the Equipment with like equipment that is in good condition and working order; Pay the Service Provider the current market rate replacement cost for the equipment.

Assignment

Service Provider may transfer or assign its interests and obligations under this Agreement to a third party without the consent of Client. In the event of an assignment, the Service Provider shall provide reasonable notice to Client. If Client continues the Agreement with the assignee, Client will release and hold Service Provider harmless from any liability thereafter.

Indemnification

Client shall defend, indemnify and hold harmless Service Provider from and against any third party claims, demands, loss, damage or expense relating to or resulting from 1) a breach of any promise, representation or warranty under this Agreement, 2) bodily injury or death or damage to property related to the operation of the equipment subject to this Agreement, and 3) any willful or negligent act or omission of Client.

NOTICES. Any notices required under this Agreement may be effectively transmitted to the other party by: 1) certified mail with return receipt, 2) express delivery from a nationally recognized courier, 3) personal delivery to the office of the other party, and 4) email delivery to an address that has been part of regular communications between the parties.

Notices

Service of all notices under this Agreement shall be sufficient if given personally through email or text or mailed certified, return receipt requested, postage prepaid, at the address hereinafter set forth, or to such address as such party may provide in writing from time to time.

Service Provider
PinPoint Surgical LLC
35900 Liana Street
Yucaipa, CA 92399

General Terms

The terms of this Agreement relating to Warranty, Limitations of Liability, and Indemnification shall survive any termination or expiration of this Agreement. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against which it is sought to be enforced. The delay or failure by either party to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed a waiver of that party's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

Governing Law, Dispute Resolution

This Agreement shall be construed and governed according to the laws of the State of California. The provisions of any conflict-of-laws provisions that would require application of another choice of law, are excluded. In the event of any dispute arising from or relating to the Agreement, the parties hereto shall initially use their best efforts to amicably settle the dispute. To this effect, they shall consult and negotiate with each other in good faith and attempt to reach a mutually satisfactory solution. Upon notice by either party to the other, all disputes, claims, questions, or differences regarding the Agreement, or any other matter between the parties, will be finally resolved by binding arbitration conducted in the English language using a single arbitrator. Unless otherwise agreed by the Service Provider: (1) it will be conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA) in force as of the date of the request for arbitration, which rules are deemed to be incorporated by reference into this Agreement; (2) the arbitration will be conducted at Service Provider’s main offices in Yucaipa, CA; (3) the arbitrator will be selected from a list using the recommended selection method under the rules applicable to the arbitration proceeding; (4) the arbitrator's award shall include costs, reasonable attorney’s fees and interest to the substantially prevailing party, but in no event will any party be awarded penal, punitive or exemplary damages; and (5) the award of the arbitrator will be enforceable in any court of competent jurisdiction.