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MAINTENANCE AGREEMENT TERMS AND CONDITIONS
<br />1. General Scope of Coverage: This Agreement covers adjustments, repair and replacement of parts as required
<br />by normal use of the equipment, subject to the exceptions in and in accordance with these terms and conditions.
<br />This Agreement does not cover charges for installation of equipment or de -installation of equipment if it is moved by
<br />Customer. If the device is placed outside a Copiers Northwest Inc. (CNW) service area, Customer allows CNW to
<br />choose the servicing provider. Damage to the equipment or its parts arising out of or caused by misuse, abuse,
<br />negligence, attachment of unauthorized components, accessories or parts, use of substandard paper or
<br />substandard supplies or other causes beyond the control of CNW are not covered by this Agreement and may
<br />subject Customer to a surcharge or to cancellation of this Agreement. In addition, CNW may terminate the
<br />Agreement if the equipment is modified, damaged, altered or serviced by personnel other than CNW Authorized
<br />Personnel, or if parts, accessories or components not meeting machine specifications are fitted to the equipment.
<br />This Agreement does not cover charges for repairs to print controllers other than described in paragraph 3 or repairs
<br />due to Customer or third party modifications to software or hardware.
<br />2. Service Calls: Service calls under this Agreement will be made d uring normal business hours, 8 a.m. to 5 p.m.
<br />Monday through Friday, at the installation address shown on the reverse side of this Agreement. Travel and labor
<br />time for service calls after normal business hours, on weekends and on holidays, if and when available, will be
<br />charged at the published overtime rates in effect at the time the service call is made. CNW representatives will not
<br />handle, disconnect or repair unauthorized attachments or components; Customer is responsible for disconnecting
<br />and reconnecting unauthorized attachments or components. Customer hereby indemnifies and holds CNW and its
<br />Representatives harmless for damages to or from any unauthorized parts, components, accessones or equipment
<br />resulting from service performed on CNW equipment. Labor performed during a service call includes cleaning and
<br />maintenance of the equipment and the adjustment, repair or replacement of parts described below.
<br />3. Initial Connection Support & Network Services: CNW will provide one installation connection via the Remote
<br />Support Team (RST) with the acquisition ofyour CNW copier, printer, scanner, or fax. If Customer requests a live
<br />technician for connection, the charges are not included in this maintenance agreement and are billed at the then
<br />current network technician rate of $175mr. Customer will provide an active network port, adequate space for the
<br />MFP device(s), and a key contact for network installation support, workstation setup and print driver overview
<br />training. Customer also agrees to provide print server access for server based printer applications as well as all
<br />required network protocol information pertaining to the purchased options. CNW will also provide Remote Support of
<br />the product for no charge as itemized: (A) scanning, printing, copying, and paper tray configuration as provided by
<br />the manufacturer (this does not include thud party applications); (B) sending the customer online links to self -install
<br />manufacturer driver and software updates; and (C) the reconfiguration of the purchasedPeased device network
<br />settings after a machine hard drive failure. Some customer requests beyond the normal scope of items A-C may be
<br />billed at the current rate of $98.00 per incident (Remote Support) or $175 per hour (On -site Network Tech
<br />Dispatched),
<br />4. Repair and Replacement of Parts: All parts necessary to the operation of the equipment, due to normal wear
<br />and tear, with the exception of the parts listed below and subject to the general scope of coverage, will be furnished
<br />free of charge during a service call included in the maintenance service provided by this Agreement. Exceptions are
<br />consumable items, drum units, fuser units, and maintenance kits unless otherwise stated in this Agreement
<br />5. Reconditioning: Rebuilding or major overhauls are not covered by this Agreement. In addition, when in its sole
<br />discretion CNW determines that a reconditioning is necessary, as a result of expected wear and tear of materials
<br />and age factors caused by normal office environment usage, in order to keep the equipment in working condition,
<br />CNW will submit to the Customer an estimate of needed repairs and their cost which will be in addition to the charge
<br />payable under this Agreement. If the Customer does not authorize such reconditioning, CNW may discontinue
<br />service of the equipment under this Agreement (refunding the unused portion of the maintenance charge) or may
<br />refuse to renew this Agreement upon its expiration. Thereafter, the CNW representative may make service available
<br />on a "Per Call" basis at the published rates in effect at the time of service.
<br />6. Use of CNW Supplies: If the Customer uses other than CNW supplies and I such supplies are defective or
<br />unacceptable for use in CNW machines and cause abnormally frequent service calls or service problems, then CNW
<br />may, at its option, assess a surcharge or terminate this Agreement. In this event, the customer may be offered
<br />service on a "Per Call" basis based upon published rates. It is not a condition of this Agreement, however, that the
<br />Customer use only CNW authorized supplies.
<br />7. Supply Inclusive Contracts: If supplies are included in the service provided under this Agreement, CNW will
<br />supply toner, ink and developer. The agreement does not include consumable supply items such as paper and
<br />staples. All normal print yields are based on an "8 %x 11"sheet with 5% text coverage. If the Customers usage of
<br />supplies exceeds the normal yields for the equipment being serviced, CNW will invoice and the Customer agrees to
<br />pay, for the excess supplies at CNW's current retail prices in effect. CNW reserves the night to charge for supplies,
<br />freight, handling, and fuel. Upon termination or cancelation of a supplies inclusive contract, customer must return
<br />any unused supply items provided by CNW under this Agreement
<br />8. DCA: Customer agrees to install Data Collection Agent (DCA) on their network to provide CNW with meter reads,
<br />low toner alerts for auto -ship toner, and error codes. If Customer does not install the DCA, CNW will accept the
<br />Customer self-reportng meters and toner requests via the E-info website (email Supplies@copiersnw.com for a
<br />login). If Customer does not install a DCA or utilize E-info, Customer agrees to pay CNW a fee to manually process
<br />meter submissions, loner replenishment, and service calls (email, phone, fax), including but not limited to CNW
<br />estimating the meter usage based on industry standards per model.
<br />9. Electrical: In order to insure optimum performance by the CNW equipment. it is mandatory that specific models
<br />be plugged into a dedicated line, which must comply with manufacturer electrical specifications. These power
<br />standards are required by manufacturer specifications.
<br />10. Charges: The initial non-refundable charge for maintenance under this Agreement shall be the amount set forth
<br />on the reverse side of this Agreement. The annual maintenance charge with respect to any renewal term, or second
<br />or thud term of a multi -term agreement, will be the charge in effect at the time of renewal. CNW reserves the right to
<br />increase the Base Charge and Overage Charge of this agreement upon renewal or annually for a multi -year
<br />agreement Customer shall pay all charges within 15 days of invoice date. Customer agrees to pay all court costs
<br />and any reasonable attorneys fees required by CNW to collect payment on this agreement Interest will be charged
<br />at 1 % % per month on any unpaid balance. CNW reserves the right to withhold service or cancel this Agreement if
<br />a customer's account is over thirty (30) days delinquent. CONTINUED ABOVE
<br />10. CONT'D: If equipment is moved to anew CNW service territory, CNW shall have the option to charge. and the
<br />Customer agrees to pay the difference in published maintenance charges between the current territory and the new
<br />territory (on a pro-rata basis). If equipment is moved beyond CNW's service territory, CNW reserves the right to cancel,
<br />or the Customer agrees to pay a fair and reasonable up -charge for the continued service, taking into account the
<br />distance to Customer's new location and the published rates of CNW for service on a "Per Call" basis. CNW reserves
<br />the right to charge additionally for shipping, freight, handling and fuel.
<br />11. Cancelation: This Agreement becomes effective upon the date indicated in the "Agreement Start Date" space, and
<br />shall continue for the term as specified on the face of this Agreement. This Agreement will automatically renew in
<br />increments of 12 months after the initial term has been reached. Customer may cancel by providing CNW a written
<br />intent to cancel 30 days prior to the end of the current term,
<br />12. Event of Default and Termination: The occurrence of the following shall constitute an Event of Default the
<br />customer fails to pay any portion of the charges for maintenance as provided under the Agreement when due or
<br />Customer fails to duty perform any covenant, conditions, or term of this Agreement. Upon the Event of Default, CNW
<br />may; (i) refuse to service the equipment, (ii) furnish service on C.O.D. "Per Call" basis based upon published rates in
<br />effect at the time of service; (iii) terminate this Agreement. Within 60 days of the expiration or termination of this
<br />Agreement, CNW shall submit to Customer an itemized invoice for any fees or expenses, including any Per Call fees,
<br />theretofore accrued under this Agreement. In the event customer terminates prior to the expiration of the current term
<br />of this agreement without cause, or in the event CNW terminates this agreement prior to the end of the term due to
<br />Customer's material breach, CNW will bill and Customer will be responsible to pay an easy termination charge as
<br />liquidated damages, and nota penalty. Early termination charges are the greater of the following: a) billing period base
<br />charge times the number of billing periods remaining in the term or b) average of the prior three billing periods'
<br />maintenance billing times the number of billing periods remaining in the term.
<br />13. Indemnity: Customer shall indemnify, save and hold CNW, its affiliates, officers, directors, shareholders,
<br />employees, agents and representatives and their successors and assigns harmless from and against any liability, loss,
<br />cost, expense or damage whatsoever caused by reason of any breach of this Agreement by Customer or by reason of
<br />any injury whether to body, property, business, character or reputation sustained by CNW Parties or to any other
<br />person by reason of any act, neglect, omission or default by Customer. Customer shall defend any action to which this
<br />indemnity shall apply. In the event Customer fails to defend such action CNW may do so and recover from Customer in
<br />addition, all costs and expenses, including, without limitation, attorneys fees and disbursements, incurred by CNW in
<br />connection with actions taken by CNW or its representatives (1) to enforce any provision of this Agreement; (II) to affect
<br />any payments or collections provided for herein; (III) to institute, maintain, preserve enforce, and foreclose on CNW's
<br />security interest in or lien on the goods, whether through judicial proceedings or otherwise: or (IV) to defend or
<br />prosecute any proceedings arising out of or relating to any CNW transactions with Customer. The foregoing provisions
<br />of this Paragraph shall survive the termination or expiration of this Agreement.
<br />14. Full Agreement: This Agreement, along with all schedules, attachments, and supporting documents, constitutes
<br />the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements,
<br />understandings, negotiations and discussions, whether oral or written, of the parties, and may not be added to,
<br />modified, supplemented or waived in anyway except in writing signed by both parties (other than pricing changes
<br />provided for herein).
<br />15. Successors and Assigns; Termination: This Agreement shall be binding on the parties hereto, their heirs,
<br />successors, and assigns. However, Customer may not assign this Agreement without the consent of CNW.
<br />16. Separability of Provisions: Each provision of this Agreement shall be considered separable, and, if for any
<br />reason any provision that is not essential to the effectuation of the basic purposes of this Agreement is determined to
<br />be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those
<br />provisions of th is Agreement that are valid
<br />17. Counterparts and Facsimile Signatures: This Agreement may be executed in several counterparts, each of which
<br />shall be deemed to be an original and all of which together shall constitute one Agreement binding on all parties hereto,
<br />notwithstanding that all the parties have not signed the same counterpart A faxed, emailed, or electronic signature of
<br />this Agreement bearing authorized signatures may be treated as an original.
<br />18. WAIVER OF JURY TRIAL: ALL PARTIES HERETO HEREBY IRREVOCABLY WAIVE (a) THE RIGHT TO TRIAL
<br />BY JURY; AND (b) THE RIGHT TO INTERPOSE ANY AND ALL COUNTERCLAIMS IN ANY ACTION, PROCEEDING
<br />OR CLAIM ARISING OUT OF OR PERTAINING TO THIS AGREEMENT.
<br />19. Jurisdiction: All parties hereby consent and voluntarily submit to personal jurisdiction in the State of Washington
<br />and in the courts in such State located in King County in any proceeding arising out of or relating to this Agreement.
<br />20. Hold Harmless: In no eventshall CNW be liable for any damages whatsoever, including without limitation,
<br />special, incidental, consequential, or indirect damages for personal injury, loss of business profits, business
<br />interruption, and loss of business information arising out of or an inability to use this product. CNW is not liable for any
<br />claim made by a thud party or made by Customer for a thud party.
<br />21. Force Majeure: CNW shall not be liable to Customer for any failure or delay cause by events beyond CNW's
<br />control, including, without Iunitabon, Customer's failure to furnish necessary information; sabotage; failure or delays in
<br />transportation or communication; boycotts; embargoes; failures or substitutions of equipment; labor disputes; accidents;
<br />shortages of labor, fuel, raw materials, machinery, or equipment; technical failures; fire; storm; flood; earthquake;
<br />explosion; acts of the public enemy; war; insurrection; riot; public disorder; epidemic; quarantine restrictions; acts of
<br />God; acts of any government or any quasi -governmental authority, instrumentally or agency.
<br />22. NO WARRANTY: CNW DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING ANY IMPLIED
<br />WARRANTIES OF MERCHANTABILITY, TECHNICAL COMPATABILITY, FITNESS FOR USE, OR FITNESS FOR A
<br />PARTICULAR PURPOSE. CUSTOMER AGREES THAT CNW IS NOT RESPONSIBLE FOR DIRECT, INCIDENTAL
<br />OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, THE LOSS OF USE OF THE EQUIPMENT.
<br />23. Insurance: Customer shall obtain and maintain, at its own expense, insurance relating to claims for injury andior
<br />property damage (including commercial general liability insurance) based on its use of the equipment, goods and
<br />machinery.
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<br />ZUSCOmer irutlWs Revision 21.04
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