Term

The term of this Agreement is one (1) year commencing on the date of delivery of Equipment (“Term”), which shall automatically renew on an annual basis until Customer returns Equipment or this Agreement is terminated.

Payment

As full consideration for the right to use Equipment and/or any other services, Customer agrees to pay the Fee(s) shown on the first page of this Agreement, which are due and payable in advance of the first day of each month. The Fee will not be prorated for a partial month. Customer shall be responsible for paying the Fee(s) for any Equipment taken home by a patient in violation of this Agreement. Payments not received within thirty (30) days of the first day of each month shall be subject to interest charged at the rate of 1.5% per month or the highest allowable by law, whichever is lower, for each month the amount due remains unpaid.

Ownership

RENMAR shall at all times retain ownership and title to Equipment, and Customer does not acquire any right, title, or interest in Equipment, except the right to use Equipment in accordance with the terms of this Agreement. Customer authorizes the filing of any and all appropriate documentation, including UCC financing statements, to acknowledge RENMAR or the manufacturer’s ownership interest. RENMAR shall not remove or obscure any identification that evidences RENMAR or the manufacturer’s ownership. Customer shall keep Equipment free of all encumbrances. Customer shall not move or allow the removal of Equipment from the premises to which it is delivered by RENMAR, without RENMAR’s prior written consent. Fees accrue until RENMAR’s return receipt or Customer’s purchase of Equipment.

Equipment Delivery and Education

RENMAR shall deliver Equipment to Customer’s designated location in patient-ready condition. Upon delivery, Customer shall sign any documentation required by RENMAR. Upon request, and in accordance with RENMAR’s policies and procedures, RENMAR shall provide basic equipment instruction, installation, and education.

Equipment Inspection

RENMAR may, at any time on reasonable notice to Customer, inspect Equipment. RENMAR shall contact Customer and arrange for Equipment pickup for any inspection, maintenance, or other required services in accordance with RENMAR’s policies and procedures. RENMAR is not responsible for any damages or injury that may arise from Customer’s failure to make Equipment available for inspection or services, or for the continued use of a unit of Equipment or part after it is identified as nonfunctional. Customer shall give RENMAR notice of the failure of any unit of Equipment to perform in accordance with manufacturer’s specifications when patient injury results within 24 hours of discovering the failure and shall include sufficient details to permit the Parties to collaborate on developing an investigation plan. Customer shall obtain RENMAR’s prior written consent before performing or allowing a third party to perform any Equipment investigational analysis or operational verification testing.

Return of Equipment

Customer agrees to return Equipment to RENMAR upon a mutually agreed-to date or upon termination of this Agreement. All Equipment shall be returned in the same condition as it was received, subject to normal wear and tear. If Equipment is not returned on said date, RENMAR reserves the right to take any action necessary to regain possession of Equipment.

Loss or Damage

Customer hereby assumes and shall bear all risk of loss or damage to Equipment from time of receipt until it is returned to RENMAR, whether or not insured, except for loss or damage occasioned by the active negligence or willful acts of RENMAR or its agents. In the event Equipment is damaged, lost, stolen, or destroyed (except for loss or damage occasioned by the active negligence or willful acts of RENMAR or its agents), Customer shall be liable to RENMAR and shall, at RENMAR’s option:
(a) replace such Equipment with like equipment and transfer title to such replacement item to RENMAR; or
(b) pay RENMAR all payments due and the cost of Equipment at the list price as determined by RENMAR from time to time, less the net amount of any recovery actually received by RENMAR from insurance or otherwise.

Maintenance and Repairs

RENMAR shall maintain and repair Equipment as set forth in RENMAR’s policies and procedures, as may be amended from time to time, which are available upon request.

Warranty Disclaimer

RENMAR is not a manufacturer of Equipment and disclaims all warranties. Customer’s sole remedy for breach of a manufacturer’s warranty is against the manufacturer. Customer acknowledges that Equipment is provided on an “as is” and “as available” basis only, without warranty of any kind, and all express, implied, or statutory warranties, conditions, and representations, including but not limited to the condition of Equipment, the services provided, the implied warranties of title, merchantability, fitness for a particular purpose, accuracy, timeliness, completeness, adequacy, and non-infringement, or warranty arising out of course of performance, course of dealing, or usage of trade, are excluded by RENMAR. RENMAR does not warrant that Equipment or services will meet the requirements of any person or will operate on an uninterrupted or error-free basis. Customer is solely responsible for any and all acts or omissions taken or made in reliance on Equipment, the information contained therein, or services, including inaccurate or incomplete information.

Limitation of Liability

In no event shall either Party be liable for any consequential, incidental, special, or punitive damages, or for loss of profits or revenues, or loss of data, even if informed of the possibility of such damages, regardless of whether any action is brought in tort, contract, or under any other theory.

Termination

Either Party may terminate this Agreement under the following circumstances:
(a) without cause, for any reason or for no reason, upon thirty (30) days’ prior written notice given to the other Party; or
(b) for breach, upon thirty (30) days’ prior written notice.