We are delighted that you have joined UDM Critical Care as a valued customer of Our Service to You.
The purpose of this booklet is to set out clearly the service that UDM Critical Care will be providing to you in respect of the Critical Care Equipment that you recently purchased from UDM Critical Care or which you have asked us to service.
Our aim is to provide you with a service that gives you an assurance that you have Critical Care Equipment that will be available for use when you need it most, giving you the confidence that you can manage and respond to your patients’ needs as urgently as they are required.
Please read this booklet carefully to understand fully Our Service to You.
The following is key information that will be of assistance to you going forward:
• Our Operating Hours 8am to 5:30pm on weekdays (except bank holidays)
• Customer Service contact details for sales orders, service contracts and general enquiries:
Tel: +44 (0)1256 306 525
Fax: +44 (0)1256 365 486
What is our Service to You?
Our Service to You is the provision of both preventative and remedial maintenance to your Critical Care Equipment. The Critical Care Equipment covered by Our Service to You is detailed in the Service Quotation Letter that we have sent to you and which confirms that we are providing the service.
Our Service to You does not cover Critical Care Equipment not detailed in the Service Quotation Letter, but if you wish at any time to add Critical Care Equipment, we will happily discuss this with you. We will let you know if there is any of your Critical Care Equipment in respect of which we cannot provide Our Service to You, or if it needs to be inspected before we agree to include it.
We will provide Our Service to You in respect of Critical Care Equipment wherever it may be located within your facilities (including if it is moved from one of your facilities to a facility located somewhere else in the UK). However, Our Service to You will not be provided to Critical Care Equipment that you sell or transfer to another person. If you want to remove individual items of Critical Care Equipment from Our Service to You (because you have either sold or disposed of them), then please contact our Customer Services team who will discuss arrangements with you.
As part of Our Service to You, we will carry out periodic preventative maintenance of your Critical Care Equipment in accordance with the recommendations of the manufacturer and at the intervals set out in the Service Quotation Letter. This maintenance will be carried out at times agreed with you, but always between 9.00am and 5.00pm Monday to Friday. We will not carry out routine maintenance at any other time, or on public or bank holidays.
Before the date of each visit, we will inform you which Critical Care Equipment needs to receive preventative maintenance. So that we can carry this out, you should have the Critical Care Equipment available on the date, time and in the area of your facility where we have agreed to undertake the maintenance.
We will be incurring costs in visiting your facility to carry out preventative maintenance. If the Critical Care Equipment is not available, whilst we will aim to provide the maintenance at another time as soon as possible, we will not be responsible for any resulting breach of manufacturer’s warranty, or for any failure of the Critical Care Equipment that results from the preventative maintenance not having been carried out. If you wish, we will visit your facility again before we are next scheduled to do so in order to carry out the preventative maintenance, but we may charge you for that further visit in accordance with our standard call out charge scales (as set out in our Service Quotation Letter to you). We will not ordinarily make any charge for further visits where the preventative maintenance could not be carried out on any Critical Care Equipment due to it being in use on a patient.
After each routine maintenance visit, we will provide you with a summary Service Report of the maintenance and other work carried out and any other information required to be recorded by the manufacturer as part of routine maintenance. We will charge you for any parts that are required to be replaced as part of preventative maintenance in accordance with the terms of our Service Quotation Letter.
As part of Our Service to You, we will carry out unscheduled remedial repair and maintenance of your Critical Care Equipment should it at any time become defective, fail or cease to work (including where such remedial repair or maintenance is identified as part of a routine maintenance visit). You should contact our Customer Service team to request remedial maintenance, which we shall endeavour to provide in accordance with any service levels set out in our Service Quotation Letter.
We will carry out remedial maintenance at your facility as far as possible. Where this is not possible, we will carry out the maintenance at our facilities or, where necessary, arrange for the repair or maintenance to be carried out by the manufacturer. Whilst Critical Care Equipment is in our or the manufacturer’s possession, the risk of any loss or damage to it remains with you and so you must ensure that you have adequate policies of insurance in place to cover this risk.
Subject to availability, we will loan to you (free of charge and on a temporary basis) equipment to replace Critical Care Equipment that has been removed by us for repair. However, you are responsible for any loss of or damage to any such equipment until such time as we have collected it from you.
We shall work with you to recover from the manufacturer of the Critical Care Equipment the cost of any remedial maintenance that it has confirmed is covered by its warranty to you.
Supply of Parts
We are able to supply to you the necessary parts required for Critical Care Equipment. If spare or replacement parts are not purchased from us, or are fitted by someone other than us, then you will be charged for any further preventative or remedial maintenance on the relevant Critical Care Equipment at our full standard call out rate. Any parts that are subsequently required for that Critical Care Equipment will also be charged for in accordance with our latest price list.
Our Service Quotation Letter sets out any specific prices that we have agreed we will charge you for parts. Otherwise, we will charge you in accordance with our latest price list. In addition to the terms of our Service Quotation Letter, only our Sale Terms and Conditions will apply to your purchase of any parts.
We shall work with you to recover from the manufacturer of the Critical Care Equipment the cost of any parts that it has confirmed is covered by its warranty to you.
In respect of parts and other goods provided to you as part of Our Service to You, we shall (to the extent that we can), assign to you the benefit of any manufacturer’s warranty applying to them.
If we do not provide Our Services to You, with reasonable skill and care then we may either provide Our Service to You again at our cost, or provide you with a credit equal to the value of the relevant services.
What’s not covered
Our Service to You only covers Preventative or Remedial Maintenance for the Critical Care Equipment. We will only provide Preventative or Remedial Maintenance for Critical Care Equipment needed as a result of any of the matters listed below if we have agreed we will do so:
(i) a defect in design, faulty materials or workmanship in manufacture where it is not covered by the manufacturer’s warranty;
(ii) anything caused by you (including if caused by you not meeting your obligations in respect of Our Service to You);
(iii) the use of consumables and parts that are not purchased from us or fitted by us, or which are not approved by the manufacturer or which do not meet the manufacturer’s specification;
(iv) anything caused by the electrical supply or any other systems to which the Critical Care Equipment is connected or is interfaced with;
(v) anything caused by the environment in which it operates;
(vi) neglect or misuse; or
(vii) allowing anyone other than us to service the Critical Care Equipment.
Preventative and Remedial Maintenance will not be undertaken outside of the hours set out in this booklet or the Service Quotation Letter.
If we undertake any maintenance on Critical Care Equipment that is not covered by Our Service to You, then we may charge you for the additional maintenance services at our then current charges for those services.
What You need to do
In order to be able to provide Our Service to You, you will:
(i) make sure that Critical Care Equipment is installed, kept and used in accordance with its operating manuals and used only by trained and competent staff;
(ii) tell us as soon as possible if the Critical Care Equipment is discovered to be not working properly;
(iii) allow our employees or representatives full access to the place(s) where the Critical Care Equipment is kept and provide them with adequate and safe working space and other facilities so that they can carry out Our Service to You;
(iv) provide us with any information that we need to carry out Our Service to You;
(v) keep our employees and representatives safe at your premises (and you will be responsible for the health and safety of our employees and representatives at those premises);
(vi) only allow us to carry out any work (including any remedial or preventative maintenance) on the Critical Care Equipment (but you can carry out user activities as set out in the Critical Care Equipment’s operating manual); and
(vii) tell us if you move the Critical Care Equipment from the place where it is normally kept.
Our charges for Our Service to You are detailed in the Service Quotation Letter. Unless the Service Quotation Letter details otherwise, this booklet fully details Our Service to You.
Our charges are exclusive of Value Added Tax, which we must add to the charges and which you will be required to pay, unless we are furnished with a VAT exempt certificate which needs to be presented when ordering from us.
If you do not pay our charges on time, we may ask for (and you will be required to pay) interest on the overdue amounts from the date on which payment was due, calculated at the rate set out in our Sale Terms and Conditions. If you have a valid dispute in respect of any of our invoices, then you must still pay the amount of the invoice that is not in dispute. If you do not, then the full amount of the invoice will be immediately payable.
How Long we provide Our Services to You
Our Service to You will start on the date set out in the Service Quotation Letter and will continue until the end date set out in the Service Quotation Letter. Before the end date, we will provide you with a new Service Quotation Letter in respect of your Critical Care Equipment and which will detail proposals for Our Service to You from that end date for the period set out in that Service Quotation Letter. If you wish to continue Our Service to You on those revised terms for that further period, you only need [discuss]
There are some circumstances that will allow either you or us to suspend or terminate Our Service to You before the end date:
(i) if you or we have materially breached the terms of Our Service to You and you or we have not rectified that breach within a reasonable time of having been asked in writing to do so; or
(ii) you fail to pay your charges on time; or
(iii) if you or we have become Insolvent.
There may be circumstances beyond our reasonable control that prevent us from carrying out Our Service to You. For the period that those circumstances exist, we will not be obliged to provide Our Services to You. If those circumstances continue for more than thirty days, either you or we can terminate Our Services to You.
To allow us to provide Our Services to You as cost effectively as possible, we exclude all Other Conditions except as set out in this booklet.
For the same reason, we will not be liable for Indirect Losses.
Where we do have a liability to you in connection with the performance (or otherwise) of Our Service to You, our total liability to you will not exceed the total charges paid by you to use during the twelve month period immediately before the date on which the liability arose or, if more, £100,000. However, our liability to you for death or personal injury arising out of our negligence is in no way limited.
We like to understand our customers and who they are. With this in mind, and so that we can maintain Our Service to You in the best possible way, Our Services to You cannot be assigned, transferred or novated by you without our agreement (which we will not unreasonably refuse or delay).
If we need to write to each other, then we shall do so to the addresses set out in the Service Quotation Letter, by hand, by post or by email.
The Service Quotation Letter and this booklet comprise the entire agreement as between you and us in respect of Our Services to You. No other documents, discussions or Other Conditions shall apply to Our Services to You. If you and we wish to vary the terms of Our Services to You, then we can only do so by agreement in writing signed by our respective authorised representatives.
Our Services to You, are governed by English law and you and we agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with Our Services to You.
To help you understand Our Service to You better, we have used a number terms which have a specific meaning:
“Critical Care Equipment” means the UDM critical care equipment covered by Our Service to You, as described in the Service Letter;
“Indirect Losses” means any loss (whether direct or indirect) of profits, business, revenue or goodwill and any special, indirect or consequential loss, costs, damages, charges or expenses;
“Insolvent” means: (i) becomes the subject of a voluntary arrangement; (ii) being unable to pay its debts; (iii) having a receiver, manager, administrator or administrative receiver appointed over all or any part of its assets, undertaking or income; or (iv) has a petition presented, or has passed a resolution, for its winding up;
“liable” or “liability” includes in respect of contract, tort (including negligence and breach of statutory duty), misrepresentation, restitution or otherwise;
“Other Conditions” means all warranties, conditions and terms, whether express or implied by law and in each case to the extent permitted by law;
“Our Service to You” means the services we are providing to you under the Service Letter, as we have described in this booklet;
“Preventative Maintenance” means preventative maintenance as described in this booklet;
“Remedial Maintenance” means remedial maintenance as described in this booklet;
“Sale Terms and Conditions” means our terms and conditions, which can be found at [insert link]; and
“Service Quotation Letter” means the letter that we sent to you, and which you then signed, confirming that we are providing Our Service to You and setting out a number of details regarding the service.
The terms “you” or “your” means you the customer, as set out in the Service Letter. The terms “we”, “us” or “our” means United Drug Medical Limited (t/a UDM Critical Care) (Registered in England, Company No: 2090807).