Terms and Conditions (US)

FERNO Service Agreement

Coverage and Term
The Service Agreement coverage, term, start date, and price appear on the FERNO Service Agreement attached and the Service Agreement covers the equipment set forth in Exhibit A (Product Coverage).

Equipment Schedule Changes
During the term of the agreement and upon each party's written consent, additional Equipment may be added to Exhibit A.  All additions are subject to the terms and conditions contained herein.  FERNO shall adjust the charges and modify the schedule to reflect the additions.

Inspection Scheduling
Service inspections will be scheduled in advance at a mutually agreed upon time for such period of time as is reasonably necessary to complete the service.  Equipment not made available at the specified time will be serviced at the next scheduled service inspection unless specific arrangements are made with FERNO.  Such arrangements will include travel and other special charges at FERNO's current rate.

Inspection Activity
On each scheduled service inspection, FERNO's service representative will inspect each available piece of equipment as required in accordance with FERNO's current maintenance procedures for said equipment.

Service Invoicing
Invoices will be sent on the agreed payment terms.  All prices are exclusive of state and local use, sales, or equivalent taxes.  In states assessing upfront sales and use tax, your payments will be adjusted to include all applicable sales and use tax amortized over the Service Agreement term using a rate that preserves for FERNO, its affiliates and assigns, the intended economic yield for the transaction described in the agreement.  All invoices issued under this agreement are to be paid within thirty (30) days of the date of the invoice.  Failure to comply with Net 30 day term will constitute breach of contract and future service will only be made on a prepaid or COD basis, or until the previous obligation is satisfied, or both.  FERNO reserves the right, with no liability to FERNO, to cancel any contract on the basis of payment default for any previous product or service provided by FERNO or any of its affiliates.

Price Changes
The service prices specified herein are those in effect as of the date of acceptance of the agreement and will continue in effect throughout the term of the Service Agreement.

Initial Inspection
This Agreement shall be applicable only to such equipment as listed in Exhibit A which has been determined by a FERNO Representative to be in good operating condition upon his/her initial inspection thereof.

Operation Maintenance
FERNO's service is ancillary to and not a complete substitute for the requirements of the customer to adhere to the routine maintenance instructions provided by FERNO, its equipment and operations manuals, and accompanying labels and/or inserts for each piece of equipment.  Customer’s appropriate user personnel should be entirely familiar with the instructions and contents of those manuals, labels, and inserts and implement them accordingly.

Service Agreement Warranty and Limitations
During the term of the Service Agreement, FERNO will maintain the equipment in good working condition. Equipment and equipment components repaired or replaced under this Service Agreement continue to be warranted as described herein during the Service Agreement term. When Equipment or components are replaced, the item provided in replacement will be the customer’s property and the replaced item will be FERNO's property. If a refund is provided by FERNO, the equipment for which the refund is provided will become FERNO's property. There are no express or implied warranties by FERNO other than the warranties herein above described with respect to the Service Agreement or the equipment covered thereunder, including without limitation, warranty of merchantability or fitness for a particular purpose. Notwithstanding any other provision of this Agreement, the Service Agreement does not include repairs or other services made necessary by or related to, the following: (1) Abnormal wear or damage caused by misuse or by failure to perform normal and routine maintenance as set out in the Product Manual or Operating Instructions. (2) Accidents (3) Catastrophe (4) Acts of God (5) Any malfunction resulting from faulty maintenance, improper repair, damage and/or alteration by non-FERNO authorized personnel (6) Equipment on which any original serial numbers or other identification marks have been removed or destroyed; or (7) Equipment that has been repaired with any unauthorized or non-FERNO components. In addition, in order to ensure safe operation of FERNO Equipment, only FERNO accessories should be used. FERNO reserves the right to invalidate the Service Agreement and complimentary loaner programs if Equipment is used with accessories not manufactured by FERNO.

Waiver Exclusions
No failure to exercise and no delay by FERNO in exercising any right, power or privilege hereunder shall operate as a waiver thereof. No waiver of any breach of any provision by FERNO shall be deemed to be a waiver by FERNO of any preceding or succeeding breach of the same or any other provision. No extension of time by FERNO for performance of any obligations or other acts hereunder or under any other Agreement shall be deemed to be an extension of time for performances of any other obligations or any other acts by FERNO.

Limitation of Liability
FERNO's liability on any claim whether in contract or otherwise, for any loss or damage arising out of, connected with or resulting from the repair of any product furnished hereunder shall in no event exceed the price paid for said repair which gives rise to the claim. In no event shall FERNO be liable for incidental, consequential or special damages. Notwithstanding the foregoing, nothing herein shall be deemed to disclaim FERNO’s liability to third parties resulting from the sole negligence of FERNO as determined by a court of law.

Termination
The Agreement may be canceled by either party by giving thirty (30) days prior written notice of any such cancellation to the other party. If this Agreement is canceled during or before the expiration date of the Agreement, Customer will owe for the months covered up to the cancellation date of the Agreement and for any parts, labor, and travel charges, required to maintain Equipment, exceeding that already paid during the Agreement.            
            
Force majeure
Neither Party to this Agreement will be liable for any delay or failure of performance that is the result of any happening or event that could not reasonably have been avoided or that is otherwise beyond its control, provided that the Party hindered or delayed immediately notifies the other Party describing the circumstances causing delay. Such happenings or events will include, but not be limited to, terrorism, acts of war, riots, civil disorder, rebellions, fire, flood, earthquake, explosion, action of the elements, acts of God, inability to obtain or shortage of material, equipment or transportation, governmental orders, restrictions, priorities or rationing, accidents and strikes, lockouts or other labor trouble or shortage.

Indemnification
FERNO shall indemnify and hold Customer harmless from any loss, damage, cost or expense that Customer may incur by reason of or arising out of (1) any injury (including death) to any person arising from FERNO’s providing services pursuant to this Agreement, not caused by the gross negligence or willful misconduct or omission of Customer, or (2) any property damage caused by the gross negligence or willful misconduct or omissions by FERNO or FERNO’s employees agents, or contractors. The foregoing indemnification will not apply to any liability arising from (i) an injury due to the negligence of any person other than FERNO’s employee or agent, (ii) the failure of any person other than FERNO's employee or agent to follow any instructions outlined in the labeling, manual, and/or instructions for use of a product(s), or (iii) the use of any product or part not purchased from FERNO or product or part that has been modified, altered or repaired by any person other than FERNO’s employee or agent. Except as specifically provided herein, FERNO is not responsible for any losses or injuries arising from the selection, manufacture, installation, operation, condition, possession, or use of a Product. Subject to the limitations of F.S. 768.28 and without waiving sovereign immunity, Customer agrees to hold FERNO harmless for and indemnify FERNO against any claims or losses or injuries arising from Customer's or its employees', representatives' or agents' negligence or willful misconduct or omission. In no event shall either party assume any liability for any act or omission of the other party or its employees or agents.

Insurance Requirements
FERNO shall maintain from insurers (with an A.M. Best rating of not less than A-) the following insurance coverage during the term of this Agreement: (i) commercial general liability coverage with minimum limits of $1,000,000.00 per occurrence and $2,000,000.00 general aggregate applying to bodily injury, personal injury, and property damage; (ii) automobile insurance with combined single limits of $1,000,000 for owned, hired, and non-owned vehicles; (iii) worker’s compensation insurance as required by applicable law.

Warranty of non-exclusion
Each party represents and warrants that as of the Effective Date, neither it nor any of its employees, are or have been excluded, terminated, suspended, or debarred from a federal or state health care program or from participation in any federal or state procurement or non-procurement programs. Each party further represents that no final adverse action by the federal or state government has occurred or is pending or threatened against the party, its affiliates, or to its knowledge, against any employee, FERNO, or agent engaged to provide items or services under this Agreement. Each party also represents that if during the term of this Agreement it, or any of its employees becomes so excluded, terminated, suspended, or debarred from a federal or state health care program or from participation in any federal or state procurement or non-procurement programs, such will promptly notify the other party. Each party retains the right to terminate or modify this Agreement in the event of the other party’s exclusion from a federal or state health care program.

Compliance
To the extent required by law the following provision applies: Customer and FERNO agree to comply with the Omnibus Reconciliation Act of 1980 (P.L. 96-499) and implementing regulations (42 CFR, Part 420). To the extent applicable to the activities of FERNO hereunder, FERNO further specifically agrees that until the expiration of four (4) years after furnishing services and/or products pursuant to this Agreement, FERNO shall make available, upon written request of the Secretary of the Department of Health and Human Services, or upon request of the Comptroller General, or any of their duly authorized representatives, this Agreement and the books, documents and records of FERNO that are necessary to verify the nature and extent of the costs charged to Customer hereunder. FERNO further agrees that if FERNO carries out any of the duties of this Agreement through a subcontract with a value or cost of ten thousand dollars ($10,000) or more over a twelve (12) month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request to the Secretary, or upon request to the Comptroller General, or any of their duly authorized representatives the subcontract, and books and documents and records of such organization that are necessary to verify the nature and extent of such costs.

HIPAA
All medical information and/or data concerning specific patients (including, but not limited to, the identity of the patients), derived from or obtained during the course of the Agreement, shall be treated by both parties as confidential so as to comply with all applicable state and federal laws and regulations regarding confidentiality of patient records, and shall not be released, disclosed, or published to any party other than as required or permitted under applicable laws. FERNO is not a “business associate” of Customer, as the term “business associate” is defined by HIPAA (the Health Insurance Portability and Accountability Act of 1996 and 45 C.F.R. parts 142 and 160-164, as amended). To the extent FERNO in the future becomes a business associate of Customer, the parties agree to negotiate to amend the Agreement as necessary to comply with HIPAA, and if an agreement cannot be reached the Agreement will immediately terminate.

Assignment
Neither party may assign or transfer their rights and/or benefits under this Agreement without the prior written consent of the other party, except that FERNO shall have the right to assign this Agreement or any rights under or interests in this Agreement to any parent, subsidiary or affiliate of FERNO. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and be enforceable by successors and assigns of the parties to this Agreement.

Severability of Provisions
The invalidity, in whole or in part, of any of the foregoing paragraphs, where determined to be illegal, invalid, or unenforceable by a court or authority of competent jurisdiction, will not affect or impair the enforceability of the remainder of the Agreement.

Governing Law
This Agreement shall be construed and interpreted in accordance with the laws of the State of which the service will be provided.

Dated: August 27th 2026