Agreement

DiaSys respons®910VET Service Contract

Subject of the Contract

The subject of the service contract is preventive maintenance and troubleshooting on the analyzer DiaSys respons®910VET between DiaSys Diagnostic Systems, USA, LLC (DiaSys USA) and:

Company/Organization Name: [Name Populated via Form]

Address: [Address Populated via Form]

Scope of Services

Service contracts are offered in three tiers. [Tier Selected via Form]:

Tier 1:

• Unlimited phone support, 8a – 5p ET


• All repairs, excluding parts


• All required updates to hardware and software

Tier 2:

Support provided in Tier 1, plus:

• One (1) standardized quality check per year to demonstrate the accuracy and precision of the instrument


• One (1) preventive maintenance per year, either remotely or in-person at the discretion of the DiaSys technician


• Parts need for repairs, excluding light bulbs and probes

Tier 3:

Support provided in Tier 1 and Tier 2, plus:

• 100% in-person preventative maintenance


• All parts needed for repairs, including light bulbs and probes



Scope of Services Continued



• DiaSys USA commits to exercising the usual professional and appropriate care when carrying out the services.

• The service contract costs include working and travel times, expenses and travel costs as well as the delivery of spare parts. The DiaSys USA technician decides whether parts need to be replaced. Parts removed from the instrument by the DiaSys USA technician and replaced with new ones become the property of DiaSys USA.


• The service work is carried out by DiaSys USA technicians. DiaSys USA is entitled to commission third-party companies to carry out the work. If an outside party is needed, the costs are covered by DiaSys USA.


• Technician assignments are carried out Monday through Friday, excluding public holidays, between 8 a.m. and 5 p.m., after prior agreement with the customer. In the event of disruptions, DiaSys USA guarantees a response time of 24 – 36 hours on site within the continental USA. The response time guarantee is fulfilled when the DiaSys USA technician arrives at the customer's site. The customer must ensure that the DiaSys USA service technician has access to the instrument at the agreed time. The customer receives a copy of the work report for each technician assignment.

Exceptions to the Scope of Services

• Excluded from the services of the service contract are repairs for defects, damages or malfunctions of the instrument caused by incorrect or misuse of the instrument, by improper operation, by unauthorized intervention, by subsequent moving or transport of the instrument, due to fluctuations in mains voltage (power surges), acts of nature beyond our control, or inappropriate placement of the instrument in unsuitable environments.


• The costs for correcting defects, damages or malfunctions of the instrument that are attributable to the use of material, such as technical parts, reagents, controls, accessories, etc., which were not purchased from DiaSys USA, are excluded in the annual contractual fee.


• The delivery of consumables and accessories, such as cuvettes, glass parts, pipetting tips, electrodes, syringes, etc., is not part of the scope of the service contract (refer to 2. ‘Scope of services.’).


• A general overhaul, consisting of work on the instrument that does not affect the direct function of the instrument, but rather serves to correct changes caused by normal aging processes (e.g. color changes on plastics, damage caused by oxidation of metal parts, etc.). is not part of the service contract and therefore not included in the annual contract fee.


• The installation of non-standard parts or accessories is not part of the scope of the service contract. Such work and the associated material and other costs will be charged to the customer at DiaSys USA's current rates.

General Conditions

• A DiaSys USA technician, at the customer’s expense, must inspect systems that are outside of the warranty period for more than six months or without a service contract before concluding a service contract.


• The contracting parties expressly exclude the liability of DiaSys USA for direct or indirect consequences of device failures and/or technician deployments, including in the event of the instrument coming to a standstill.


• The customer agrees that the instrument will be taken to the DiaSys USA workshop if repairs are not possible at the instrument's location. In this case, the customer receives a replacement device free of charge, which ensures trouble-free operations.


• The customer operates the instrument as a client of DiaSys USA and obtains the reagents, controls and consumables (e.g. cuvettes) exclusively from DiaSys USA or its official sales/logistics partner in the customer's country. The system consists of instrument, reagents, controls, consumables and service.


• If the instrument to be serviced is replaced by DiaSys USA, it will be taken back in accordance with the legal regulations regarding the disposal of electrical and electronic devices and disposed of in accordance with regulations. The associated costs for transport and disposal are the responsibility of the customer.


• Exclusion of work by the customer or third parties.

Contract Duration

Service Contract Start Date: [Signature Date via Form]

Contract Duration / Renewal Frequency: [Duration Selected via Form]

Service Contract Fees and Payment

• The customer must pay, in advance, the service contract fee listed on our website at https://diasys-us.com/service-contracts/ multiplied by the number of years selected for contract duration.


• 5-year contracts provide a 20% discount compared to 1-year contracts.


• DiaSys USA reserves the right to adjust service contract fees at any time.

Warranty and Liability

• DiaSys USA commits to performing service work with diligence and exclusively utilizing products of exceptional quality. DiaSys USA is further committed to the selection, training, and professional work of the employees, and to their appropriate supervision.


• Excluded from the warranty are defects and malfunctions for which DiaSys USA is not responsible, because they are due to a catastrophic event, improper handling, intervention by the customer or third parties. An excess of stress, installation of non-original spare parts or the use of unsuitable consumables or consumables obtained from third parties.


• DiaSys USA is liable within the scope of the legal regulations for damage to the instrument that is the subject of the contract caused intentionally or through gross negligence by DiaSys USA technicians or commissioned third parties, but not for indirect damage (such as loss of production, loss of use, lost profit, etc.) or otherwise immediate damage. Liability is also excluded if the customer handles the instrument contrary to the regulations in the manual or instructions for use or if the customer has not properly trained their staff beforehand.


• DiaSys USA is only liable for damage to the instrument caused negligently by DiaSys USA technicians or commissioned third parties if essential contractual obligations are breached and gross negligence can be proven on the part of the offending technician.

Place of Performance

The place of performance is the headquarters of DiaSys USA.

Place of Jurisdiction and Applicable Law

• The contracting parties agree that the place of jurisdiction is the location in which DiaSys USA is headquartered.

Severability Clause

• If parts of this service agreement are, or become invalid or unenforceable, this will not affect the effectiveness or remaining agreements. In such a case, the parties undertake to replace the invalid or unenforceable provision with an effective and enforceable one that corresponds to the meaning and purpose of this service agreement. The same applies if it turns out that this service contract contains a gap that requires regulation.

Contract Amendment

• Changes and additions to this contract must be made in writing.