Antech Diagnostics Extended Maintenance Plan Terms and Conditions

Effective 10/11/2022

These are the standard terms and conditions that govern extended maintenance plans offered by Antech Diagnostics Limited (Company No. 13529871) (“Antech,” “we,” “us,” or “our”) to purchasers of Antech equipment who are located in the United Kingdom unless otherwise agreed in a written agreement executed by Antech and you (“you” or “purchaser”). Unless expressly stated otherwise these terms and conditions (these “Terms”) shall prevail in the event of any conflict with any other terms. Your purchase of any extended maintenance plan (a “Maintenance Plan,” or “EMP”) from Antech constitutes your agreement to comply with all terms, conditions and legal notices contained herein, in addition to any other terms, conditions and legal notices that may be provided to you relating to a Maintenance Plan.

Covered Products; Coverage Period

Our Maintenance Plans cover only the Antech products (equipment and related Antech application software) specified in our invoice(s) to you (“Covered Product”). We will perform services under this EMP at no further cost to you (and we will pay shipping costs to and from our repair facility), except in cases of improper use or mistreatment, as provided in more detail below, or as otherwise noted.

If purchased in advance your Maintenance Plan will become effective upon the expiration of the warranty provided with the purchase of the applicable point-of-care equipment, otherwise your Maintenance Plan will become effective on the later to occur of the date indicated in our invoice to you, our receipt of payment, or your accepting service by us before our receipt of the applicable payment (“Coverage Period”). The Coverage Period ends on the dates specified in our invoice to you and thereafter automatically renews for successive one year periods up to a maximum total Coverage Period of six years from the date of original purchase unless either of us gives written notice to the other of its intent not to renew, no later than 30 days before the expiration of the then-current maintenance and service period. We reserve the right to modify our maintenance and service terms from time to time upon not less than 30 days’ prior written notice to you.

If your Antech equipment is not under warranty and is not currently covered by our EMP, we may at our option inspect your equipment before we agree to provide coverage. We may charge you our then-standard rates for such inspection, and if repairs are required, we may either charge you for such repairs and replacement parts at our then-standard rates, exclude repairs to parts that have exceeded their reasonable life from coverage, or vary your maintenance fee accordingly. If for any period you are not covered by our EMP and wish to start or resume such coverage, we may charge you the maintenance fee for any period you were not covered.

Extended Support Commitment

Provided you have paid the maintenance fee for the current Coverage Period, (a) if the Covered Product does not conform to our published specifications during the Coverage Period, we will at our option either repair it with new parts or serviceable used parts that are equivalent or superior to new parts in performance, or replace it with serviceable used equipment or new equipment that is functionally equivalent or superior to the Covered Product in performance; and (b) if your Antech software does not substantially conform to our published specifications during the maintenance and service period, we will attempt to modify it to make it conforming.

For software, we shall use reasonable commercial efforts to attempt to resolve nonconformities in a time frame reasonably proportionate, in our judgment, to the severity of the problem, and to provide periodic modifications that we otherwise make available to other supported customers free-of-charge. We shall provide this support only for the two most current release versions of the software. If you have a networked installation, and if a system malfunction occurs, you are responsible for contacting your network support provider first to determine that the issue is not due to network problems, before contacting us for Antech product support.

Hours of Service

We will provide service in accordance with our normal procedures and during our normal business hours at our service locations, except public holidays. In case of malfunction, you must first contact Antech Customer Service by telephone at our number provided in your product documentation. Our service personnel will guide you to attempt to correct reported problems yourself. If you wish to receive electronic support, you must maintain an electronic link-up with us as we may direct from time to time. If telephone or electronic support is not successful, we will give you further instructions. We have no obligation to provide on-site service.

Your Obligations

You must take reasonable care of all Covered Products, maintain them in a clean and appropriate environment and carry out the routine maintenance recommended in the applicable user guide, instructions or other documentation or otherwise communicated to you from time to time. You must promptly install new release versions of software that we may periodically send you, and you must upgrade your operating system software as we may periodically recommend. Any software patch, update, upgrade, modification or other enhancement that we may provide as “software” under your original license from us and use them only as permitted by that license.

You must provide and maintain an internet connection to the Covered Product, and any firewall access required and specified by Antech, to provide Antech remote access at all times. YOU ACKNOWLEDGE THAT FAILURE TO MAINTAIN AN INTERNET CONNECTION AND FIREWALL ACCESS MAY SEVERELY DELAY, LIMIT, AND/OR PRECLUDE ANTECH’S ABILITY TO PERFORM SERVICES; REDUCE EQUIPMENT UPTIME AND PERFORMANCE; AND RESULT IN ADDITIONAL COSTS.

You must provide all assistance reasonably requested by Antech or its agents, assist in gathering data from the Covered Product, any software included in the software and other connected equipment or systems, and use commercially reasonable efforts to provide accurate and complete data where any data is requested.

You must refrain from modifying, adding or combining any hardware or software to the Covered Product or software provided by Antech, unless endorsed or accepted in writing by Antech.

Exclusions

Exclusions for Improper Use, Etc.

We cannot assure you of the performance of the Covered Products if you use them other than in strict accordance with our product instructions, if you use them on or in conjunction with products or services not provided and configured by us, or if you install any software applications on your products, other than those applications that we provide to you. FAILURE TO USE ONLY OUR AUTHORISED PRODUCTS IN OR ON THE COVERED PRODUCTS VOIDS THIS MAINTENANCE PLAN AND OUR OBLIGATIONS TO YOU.

Excluded Damages

Our Maintenance Plan coverage does not cover damage resulting from any causes external to a Covered Product (which if reparable will be repaired at your expense), such as negligence or improper use or handling; casualty; external electrical fault; failure to follow packing or shipping instructions; use of unauthorised products in conjunction with a Covered Product; computer viruses, worms or other harmful programs; or repairs or modifications made by anyone other than us or our authorised service providers. We will repair normal wear-and-tear damage only to the extent required for proper functioning of equipment; cosmetic damage to a Covered Product is not covered. If we determine that the reported problem is not covered by our EMP, you must reimburse us for the costs of shipping, and we will attempt to repair/replace the equipment at your cost, at our then-standard rates for such work, or return it as you instruct and at your cost; in such case you will also return, at your cost, any loaned or advance replacement equipment provided by us to you.

Exclusion of User-Replacement Parts

We do not provide coverage on expendable or consumable parts, such as fuses, batteries, cables, power cords, adapters, calibrators, print heads, keyboards, mice, ribbons, tapes, CDs or other supplies or media, or on third-party products, such as printers or non-Antech software, all of which we provide on an “as is” basis. Third-party product manufacturers or suppliers may provide their own warranties or extended support coverage. User-replacement parts that are excluded include the following, by way of example only:

• Analyser power cords
• Connection cables (LAN, USB etc)
• Consumable / reagent holders

Maintenance Plan Fees

Prices for Antech’s Maintenance Plans are as set forth on Antech’s price list, quotation, order form, or as otherwise published by Antech from time to time. Prices are subject to change without previous notice for orders not yet accepted at the time of change. Unless expressly provided otherwise, prices do not include taxes. Any and all applicable taxes, including any value added, sales, use, personal property, excise, or other taxes or duties may be added.

The maintenance fee for any renewal of the Coverage Period will be our current fees at the time of the renewal. We may invoice you for renewal of the maintenance period before the current period expires. If we do not receive payment of the maintenance fee in accordance with our invoices to you, on or before the beginning of your initial Coverage Period or any renewal period, then we reserve the right to terminate your EMP immediately, and we will not have any further obligations to you.

Please contact Antech’s Customer Support Department at [email protected] to request current prices for our Maintenance Plans.

Payment Terms

All costs and fees for our Maintenance Plans and for any services provided that are not covered by under an EMP are charged or billed directly to you. Unless expressly provided otherwise our prices do not include any applicable taxes. You agree to pay any value-add, sales, use, personal property, excise, or other taxes arising in connection with your Maintenance Plan and for any services provided that are not covered by under an EMP, except for taxes based on Antech’s net income.

Payment in advance may be required for clients who have not established credit with us or who have a poor credit or payment history. For clients with approved credit, payment will due within thirty (30) days of the date of all invoices. All payments shall be in pounds sterling (£). Time for payment shall be of the essence of the agreement between Antech and the purchaser.

Any amount owed beyond the date such amount became due and payable shall accrue a late charge at a rate of 8.0% per annum compounded monthly plus the then current Bank of England base rate, or the maximum rate provided by law, whichever is less. To the extent permitted by law, we may change payment terms at any time or revoke any credit previously extended. If at any time you have not paid all amounts due or are otherwise in default, then in addition to any other rights and remedies available to us under applicable law, we may suspend or discontinue provision of any and all services or the sale of products without notice. You will reimburse us on demand for any and all costs incurred in connection with collecting any amounts owed by you, including, but not limited to, collection agency fees, reasonable attorneys’ fees and court costs.

Privacy

The privacy and confidentiality of your information and the information of your customers is important to us.  Please see our Privacy Statement, available at antechdiagnostics.com/privacy-policy for more information on the privacy and data security practices of Antech.

Confidentiality

Without the prior written consent of a duly authorized representative of Antech, except as required by law or judicial process in a competent jurisdiction, you shall not, and you shall cause your officers, directors, employees, representatives and affiliates, not to disclose to any third party any terms of any agreement between us or any pricing information related hereto. A breach of any of the terms contained in this section will result in irreparable and continuing damage to Antech for which there will be no adequate remedy at law, and Antech shall be entitled to injunctive relief and/or a decree for specific performance in addition to any other remedy to which it may be entitled.

Limited Warranty; Disclaimer of Warranties

WE WARRANT THAT WE SHALL PERFORM ALL SERVICES IN CONNECTION WITH OUR MAINTENANCE PLANS IN A PROFESSIONAL MANNER USING QUALIFIED PROFESSIONALS. EXCEPT AS EXPRESSLY PROVIDED IN THIS LIMITED WARRANTY WE MAKE NO OTHER WARRANTY, REPRESENTATION, OR CONDITION, EXPRESS OR IMPLIED. WE DO NOT WARRANT THE ACCURACY, INTEGRITY OR COMPLETENESS OF THE SERVICES PROVIDED. TO THE FULLEST EXTENT OF APPLICABLE LAW, ANTECH SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANTECH OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY, EXCEPT WHERE THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES IS PROHIBITED BY LAW.

Limitation of Liability

ANTECH IS NOT LIABLE FOR FAILURE TO PERFORM UNDER THESE TERMS AND CONDITIONS DUE TO CIRCUMSTANCES BEYOND ANTECH’S REASONABLE CONTROL. EXCEPT AS AND TO THE EXTENT PROVIDED UNDER APPLICABLE LAW FOR LIABILITY RESULTING FROM ANTECH’S GROSS NEGLIGENCE, FRAUD OR WILFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY RESULTING FROM ANTECH’S NEGLIGENCE, UNDER NO CIRCUMSTANCES WILL ANTECH OR ANTECH’S LICENSORS BE LIABLE TO PURCHASER OR ANY OTHER PERSON FOR LOSS OF PROFIT OR REVENUE, USE OR OPPORTUNITY, OR FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE OR MULTIPLE DAMAGES, INCLUDING WITHOUT LIMITATION FOR LOSS OF GOODWILL, CONTRACTS, DATA OR EQUIPMENT OR FOR BUSINESS INTERRUPTION, ARISING OUT OF THE MANUFACTURE, SALE, SUPPLY OR USE OF ANTECH’S PRODUCTS OR SERVICES OR FAILURE OR DELAY IN DELIVERING SUCH PRODUCTS OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, EVEN IF ANTECH WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

EXCEPT AS AND TO THE EXTENT PROVIDED UNDER APPLICABLE LAW FOR LIABILITY RESULTING FROM ANTECH’S GROSS NEGLIGENCE, FRAUD OR WILFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY RESULTING FROM ANTECH’S NEGLIGENCE, ANTECH’S ENTIRE LIABILITY FOR A PRODUCT OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE MAINTENANCE FEE PAID FOR THE APPLICABLE COVERED PRODUCT PAID BY YOU FOR THE MOST RECENT SIX MONTHS OF THE COVERAGE PERIOD (OR THE LAST SUCH PERIOD FOR ANY CLAIMS ARISING AFTER ALL COVERAGE PERIODS).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS SET OUT ABOVE, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO PURCHASER. ANTECH’S WARRANTY GIVES PURCHASER SPECIFIC LEGAL RIGHTS, AND PURCHASER MAY ALSO HAVE OTHER RIGHTS UNDER LAW APPLICABLE TO PURCHASER.

Termination; Termination Payments; Refund

Either of us may terminate your Maintenance Plan without cause upon 30 days written notice to the other. In the case of termination by you without cause, if any EMP service events have occurred during the then-current Coverage Period and the cost of service (calculated at our then-current rates at the time of service) and shipping is less than or equal to the maintenance fee you have paid for the current Coverage Period through the date of termination, then you may terminate your EMP without further cost. However, if the cost of any service and shipping exceeds the maintenance fee you have paid for the current Coverage Period through the date of termination, then you must pay us the difference (but in no event more than the full maintenance fee you would have paid for the then-current Coverage Period). If we terminate other than due to your breach, or if you terminate due to our material modification of EMP coverage in a manner reasonably determined to be detrimental to you during the then-current Coverage Period, we will refund to you pro rata portion of any pre-paid maintenance fees. In the case of termination by us due to your breach, we will be entitled to retain any pre-paid maintenance fees, and to the extent we have permitted you to pay any maintenance over time you will be required to promptly pay any and all unpaid maintenance fees through the end of the Coverage Period. If you terminate (other than due to a breach by us or our modification of EMP coverage) you are not entitled to any refund, and you are required to pay for service events as described above.

We reserve the right to refuse to provide service to you if you are in breach of this Maintenance Plan or if your account with Antech for any product or service is delinquent.

Purchaser Authorisation

Purchaser authorises Antech to supply missing information, correct obvious errors in any quotation, order form, or other documentation associated with Purchaser’s Maintenance Plan, correct typographical errors in your name, and/or modify your name to reflect your true and correct legal name. Purchaser agrees to execute revisions, prepared in good faith by Antech, to any documentation to correct any errors or deficiencies.

Force Majeure

Antech shall not be liable for any failure to perform caused by or in any manner arising from fires, floods, accidents, riots, acts of God, war, governmental interference or embargoes, strikes, labour difficulties, any shortage of labour, fuel, power, materials or supplies, disease outbreak, pandemic or epidemic, transportation delays, delays in deliveries by our vendors or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond our reasonable control.

Governing law; Jurisdiction

These Terms and the Services and Maintenance Plan shall be governed by and construed, without reference to any conflict of law principles, in accordance with the laws of England and Wales.

Any legal proceedings arising out or relating to these Terms and/or the Services and/or Maintenance Plan, and all related disputes between us and you will be subject to the exclusive jurisdiction, and you irrevocably consent to the jurisdiction of the Business and Property Courts located in Birmingham.

The prevailing party in any legal action or other proceedings shall be entitled to recover from the other party all costs of the proceedings, including reasonable costs, attorney fees, professional fees and other expenses incurred by such prevailing party in such proceedings. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and/or the Services to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Notices

Any notices with respect to these Terms should be sent:

Antech Diagnostics Limited

Unit 12, Hove Enterprise Centre Basin Road North
Portslade, East Sussex
BN41 1UY 

United Kingdom

Attn: Customer Service

Modifications to these Terms

Antech reserves the right to modify these Terms at any time by posting revised Terms on this website, or by sending notice using the contact information you have provided. It is your responsibility to check the Terms periodically for changes. Your continued use of our Services shall be deemed irrevocable acceptance of those revisions when you use our Services after such revisions to the Terms have been posted. If you do not agree to (or cannot comply with) these Terms as amended, you must immediately stop using our Services. Antech reserves the right to change, modify, suspend or discontinue all or any aspects of its Services at any time without prior notice.

Questions

If you have any questions about the rights and restrictions above, please feel free to contact our Customer Service team at the following addresses or numbers:

 

Phone: 08082583536

Email: [email protected]

Mail: Antech Diagnostics Limited
Unit 12, Hove Enterprise Centre Basin Road North
Portslade, East Sussex
BN41 1UY 

United Kingdom

Attn: Customer Service

 

General

The terms set forth in these Terms and any documents referred to in these Terms (for reference these include the Terms and Conditions of Product Sales, Quotation and the Installation and Acceptance Confirmation) constitute the entire agreement with respect to our Services and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms. Any purchase order, order for work, acceptance, or other writing submitted by you that includes any conditions that vary from these Terms are hereby rejected.

No third party may enforce any terms of these Terms or of any provision contained in any document issued in connection with these Terms. The Contracts (Rights of Third Parties) Act 1999 is hereby expressly excluded from our agreement with you, including any other document issued pursuant thereto.

You may not assign your rights and obligations under your Maintenance Plan and/or these Terms without the prior written consent of Antech; provided, however, that you may assign the Purchaser’s maintenance plan to which these Terms relate without Antech’ prior written consent to any person or entity that acquires all or substantially all of the assets of your business, provided that any such assignee shall deliver to Antech a written assumption of all obligations and liabilities of yours under your Maintenance Plan and  these Terms. These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

If any part of these Terms is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. The failure of Antech at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.  Antech reserves all rights not expressly granted herein.

 

Antech Diagnostics Limited, a company registered under the laws of England and Wales

Registered Office: Atlantic House

21 Holborn Viaduct

London EC1A 2DY

United Kingdom

 

©2023 Antech Diagnostics Limited.  All rights reserved.