Version 2019 (07.01.2019)
This Schedule, together with the Proposal, the Master Service Terms and all ancillary agreements to it, and the CareServ AUP, set forth the terms that apply to CareServ's sale of any third-party hardware, software and tangible equipment, and intangible computer code contained therein (collectively, the "Purchased Equipment") to Customer. This Schedule includes terms that are in addition to, and not instead of, the Proposal, Master Service Terms, the CareServ AUP, and all other agreements executed by and between the parties. Capitalized terms used but not otherwise defined herein shall have the same meanings given for such terms in the Master Service Terms.
Purchase and Sale of Equipment
- If indicated on the Proposal, the Customer may request to purchase from CareServ, and CareServ may agree to sell to the Customer, specific Purchased Equipment identified in the Proposal. If the Customer cancels the Proposal (or the purchase of any Purchased Equipment detailed therein) before shipment, CareServ reserves the right to assess, and the Customer shall pay to CareServ cancellation charges as outlined in the Master Service Terms.
- The customer shall pay to CareServ the purchase price outlined in the Proposal (the “Purchase Price”) for each item of Purchased Equipment, in the manner described in the Master Service Terms or as superseded by the Proposal.
- The customer shall acquire title to the Purchased Equipment upon full payment of the Purchase Price outlined in the Proposal. Notwithstanding the previous, CareServ and CareServ's suppliers and vendors retain title to and rights in all intellectual property (whether or not subject to patent or copyright) applicable to the Purchased Equipment and all content contained in the materials supplied under the terms of the Proposal and any other agreement between or among the parties.
Limitation of Warranties and Liability
- The customer acknowledges that third parties manufacture the Purchased Equipment and that the Customer has selected the Purchased Equipment without reliance on any statements made by CareServ concerning it. Customer acknowledges and agrees that use and possession of the Purchased Equipment by Customer shall be subject to and controlled by the terms of any manufacturer’s or, if appropriate, supplier’s warranty, and that Customer agrees to look solely to the manufacturer or, if proper, supplier with respect to all mechanical, service and other claims. Furthermore, CareServ, to the extent legally able, at this moment assigns to Customer the right to enforce all warranties made by said manufacturer. Without limiting any other disclaimers outlined in this Schedule, CARESERV'S SALE OF THE Purchased Equipment TO CUSTOMER IS ON AN “AS IS” BASIS. Notwithstanding any term to the contrary contained in the Master Service Terms, CareServ’s entire liability for any damages that may arise under this Schedule, for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including CareServ’s negligence or otherwise, shall be limited to the Purchase Price paid by Customer for the Purchased Equipment.
- Customer grants to CareServ a purchase money security interest in the Purchased Equipment and all proceeds thereof for the full amount of the Purchase Price and any costs and charges incurred by CareServ in connection in addition to that. At CareServ's request, the Customer shall sign any documents, including one or more financing statements, and take any other action required by law to perfect the security interests in the Purchased Equipment granted hereunder. Upon full payment of the Purchase Price by the Customer, CareServ shall execute and file all such documents necessary to release such security interests or security filings.
