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GENERAL TERMS AND CONDITIONS
<br />U L F # S 1042244.04
<br />1. LEASE OF EQUIPMENT AND SOFTWARE
<br />1.1ieteri Itemtz_ comrgnt errant elf t eeee: Lenaor. CSA shall supply, for lease by you
<br />as provided below, and you shall lease the units of equipment ("Equipment") and licenses of
<br />software with separate support contracts, if applicable ("Listed Software'; and together with the
<br />Equipment and all replacements and additions thereto, "Listed Items") indicated on Schedule
<br />A The initial lessor is Canon Financial Services, Inc. (together with any future successors
<br />and assignees of its rights as lessor, "Lessor"). You shall keep the Listed Items at the "Ship
<br />To" location, not move them to another location without the prior written consent of Lessor
<br />(defined below), and keep them free and clear of all liens and encumbrances This Agreement
<br />shall be effective on the date the Listed Items are delivered to you ("Lease Commencement
<br />Date") The term of this Agreement begins on the date accepted by CSA or any later date that
<br />CSA designates ("Agreement Date") and shall continue for an initial term of the number of
<br />months specified on page 1(together with any renewal periods, "Lease Term"). Your execution
<br />of an acceptance certificate provided by CSA shall conclusively establish that the Listed Items
<br />have been delivered to and irrevocably accepted by you If you have not, within 10 days after
<br />delivery of Equipment, delivered to Lessor written notice of non -acceptance of any Equipment,
<br />specifying the reasons and referencing this Agreement, you shall be deemed to have
<br />irrevocably accepted the Equipment. After acceptance, you shall have no right to cancel this
<br />Agreement or return the Listed Items prior to the end of the Lease Term for any reason
<br />whatsoever, including termination of any maintenance services that may be provided by CSA
<br />under this or any separate agreement Title to all Listed Items shall be transferred by CSA to
<br />Lessor. CSA shall assign to Lessor all of its rights (but none of its obligations) with respect to
<br />the Listed Items, including the right to receive all Payments Lessor does not and shall not
<br />assume any obligations under this Agreement. CSA shall remain solely liable for the
<br />performance of all maintenance, service, and warranty obligations described in this
<br />Agreement.
<br />1.2 PaynranL� anu Cots. You shall pay to Lessor each billing period the fixed base
<br />and, if applicable, the per image charges and all other amounts, as listed and specified on
<br />page 1 and Schedule A and such other amounts permitted in this Agreement as invoiced by
<br />Lessor (collectively, "Payments': per image charges are the "Usage Payments", and all other
<br />Payments are the "Fixed Payments") If You have opted for a ninety (90) day deferral of
<br />payments, then invoicing for all Payments, including Usage Payments, shall be quarterly, and
<br />no Payment shall be due for the first ninety (90) days following commencement of the initial
<br />term. For Long Sheet images over 38 4" the meter shall record a quantity of 2 images. For
<br />Equipment designated as Corporate Advantage, the meter shall record a quantity of 2 images
<br />for any image produced on media wider than 8'Y" The Payments shall not increase during the
<br />initial term Prepaid charges shall not be refundable except as provided in Paragraph 2 1(b)
<br />Invoices shall be due and payable upon receipt. All Payments will be applied in such order as
<br />Lessor, in its discretion, may determine This lease is a net lease Fixed Payments shall be
<br />made without set-off or deduction, even if the Listed Items malfunction and irrespective of any
<br />non-performance by CSA of its maintenance obligations You authorize Lessor to adjust the
<br />Payments and the End of Term Purchase Option amount (if specified on page 1) ("Purchase
<br />Option") by up to 15% if the actual cost of the Listed Items and any related services and
<br />supplies, including any sales and use tax, exceed CSA's estimates on which such amounts
<br />were based. You shall pay a $85 documentation fee and any applicable taxes (including
<br />personal property tax), expenses, charges and fees imposed with respect to the Listed Items,
<br />the Payments or your performance or non-performance under this Agreement, and you shall
<br />reimburse Lessor for the same plus processing fees (collectively, "Costs"), You agree that
<br />Lessor may in its sole discretion apply, but shall not be obligated to apply, any amounts paid in
<br />advance to any amount due or to become due hereunder, and in no event shall any amount
<br />paid in advance earn interest unless required by applicable law, If any Payments are late, you
<br />shall pay (a) the actual and reasonable costs and expenses of collection, including attorneys'
<br />fees, whether or not suit is brought, (b) a late charge equal to the higher of 10% of the amount
<br />due or $25. as reasonable liquidated damages, and (c) if Lessor should bring court action, you
<br />agree that attorney fees equal to 25% of the amount sought shall be deemed reasonable, in
<br />each case not to exceed the maximum amount permitted by law
<br />1.3 Purchase Qollons: Rolurn. (a) END OF TERM PURCHASE OPTION. To elect this
<br />option, you shall give Lessor 60 days' prior irrevocable written notice (unless the Purchase
<br />Option price is $1,00) that you will purchase, upon the expiration of the Lease Term, all the
<br />Listed Items at the Purchase Option price plus any Costs (b) PRIOR TO MATURITY
<br />PURCHASE You may, at any time, upon 60 days' prior irrevocable written notice, purchase all
<br />the Listed Items at a price equal to the sum of all remaining Payments, plus the Fair Market
<br />Value, plus Costs_ For purposes of this Agreement, "Fair Market Value" shall be Lessors retail
<br />price at the time you notify Lessor of your intent to purchase the Listed Items. (c) Listed Item
<br />purchases shall be "AS -IS WHERE -IS" without warranty, except for title; purchases of licenses
<br />of Listed Software are subject to the terms thereof, (d) Unless this Agreement contains a $1 00
<br />Purchase Option, this Agreement shall automatically renew on a month to month basis at the
<br />same Payment amount (subject to increase of Usage Payments) and frequency unless you, at
<br />least 60 days before the end of the Lease Term, send to Lessor written notice (the "End of
<br />Term Notice") that you either (i) are purchasing all (but not less than ail) of the Equipment in
<br />accordance with the terms hereof, or (ii) do not want to renew this Agreement, and at the end
<br />of the Lease Term shall return the Equipment as provided below Unless this Agreement
<br />automatically renews or you purchase the Equipment as provided in this Agreement, you shall,
<br />at the termination of the Lease Term, return the Equipment at your sole cost and expense in
<br />good operating condition, ordinary wear and tear resulting from proper use excepted, to a
<br />location specified by Lessor Lessor may charge you a return fee equal to the greater of one
<br />Fixed Payment or of up to $250 for the processing of returned Equipment If for any reason
<br />you fail to return any Equipment to Lessor as provided in this Agreement by the last day of
<br />such Lease Term, you shall pay to Lessor upon demand one billing period's Fixed Payment for
<br />each billing period or portion thereof that such return is delayed If you fail to provide the
<br />required End of Term Notice and return the Equipment at the end of the Lease Term, you shall
<br />pay to Lessor upon demand the 60 day equivalent of Fixed Payments to satisfy the End of
<br />Term Notice period referenced above You shall reimburse Lessor for any costs incurred by
<br />Lessor to place the Equipment in good operating condition
<br />2. MAINTENANCE. YOU SHALL RECEIVE THE MAINTENANCE DESCRIBED IN THIS
<br />PARAGRAPH 2 ("Maintenance") ONLY IF YOU HAVE ACCEPTED MAINTENANCE ON
<br />PAGE 1. Such services are subject to the exclusions hereinafter described. Maintenance
<br />provided to you under separate agreement between CSA and you shall be governed solely
<br />by the provisions thereof.
<br />2.1 Covered Sorvlco. (a) CSA shall provide all routine preventive maintenance and
<br />emergency service necessary to keep the Equipment in good working order in accordance with
<br />this Agreement and CSA's normal practice Such service shall be performed between 8:30 A.M
<br />and 5:00 P M Monday through Friday, except holidays, (b) You shall afford CSA reasonable and
<br />safe access to the Equipment to perform on -site service. CSA may terminate its maintenance
<br />obligations as to any Equipment if you relocate it to a site outside CSA's service coverage area If,
<br />in CSA's opinion, any Equipment cannot be maintained in good working order through CSA's
<br />routine maintenance services, CSA may, at its option, (i) substitute comparable Equipment or III)
<br />cancel any balance of the term of its maintenance obligations as to such Equipment and refund
<br />the unearned portion of any prepaid Usage Payments Parts or Equipment replaced or removed
<br />by CSA in connection with Maintenance shall become the property of Lessor and you disclaim
<br />any interest in them (c) Installation/Implementation of Listed Software may be at an additional
<br />charge except to the extent included as a Listed Item and may be conditioned on your agreement
<br />to a separate statement of work or other document covering the scope and schedule of
<br />installation/implementation, configuration options, responsibilities of each party, and other matters,
<br />which shall solely govern as to the matters covered therein. Additional charges may apply for work
<br />beyond the initial scope described in such separate document (d) Support for Listed Software is
<br />provided directly by the respective developers thereof and as set forth in each developer's
<br />applicable separate support contract, and is not provided by CSA under this Agreement except as
<br />expressly provided herein. Support for Listed Software may require separate purchase by you of a
<br />support contract, unless included under this Agreement as a Listed Item, The terns of support
<br />contracts for Listed Software are available from the developers, or will be provided to you by CSA
<br />upon request Notwithstanding any provision in the support contract to the contrary, it shall
<br />automatically renew on an annual basis, subject to a price increase after the initial term. (a) CSA
<br />shall make available to you from time to time upgrades and bug fixes for the software licensed as
<br />part of the Equipment and for Listed Software, but: (i) only if such upgrades and bug fixes are
<br />provided to CSA by the developers of such Listed Software, (ii) availability of upgrades and bug
<br />fixes may be at additional charge, and (III) installation of such upgrades and bug fixes by CSA if
<br />requested by you shall be at additional charge You are not required to use CSA for installation of
<br />either Listed Software or for any upgrades and bug fixes, but if installation is done by anyone
<br />other than CSA, CSA shall have no responsibility for any performance or other issues that may
<br />result from such installation. (1) CSA shall also use reasonable efforts to provide Level 1 support
<br />for the Listed Software (except that for certain Listed Software, Level 1 support shall be provided
<br />only if and so long as a separate software support contract for such Listed Software from the
<br />developer thereof is in effect) Level 1 support consists of (i) providing help -line telephone
<br />assistance in operating the Listed Software and identifying service problems in the Listed
<br />Software, and attempting to troubleshoot any such problems; (ii) escalating operating problems to
<br />the applicable developer of the Listed Software as needed to rectify such problems, including
<br />facilitating contact between you and the developer of the Listed Software as necessary; and (III)
<br />maintaining a log of such problems to assist in tracking the same
<br />2.2 Motntangpco Perm and Charstus. (a) Maintenance shall start on the Lease
<br />Commencement Date and shall continue for the Lease Term. (b) Consumables Inclusive
<br />Maintenance includes replenishment of toner only (and other consumables, but only if
<br />specified on page 1 and applicable to the device). Toner is supplied for exclusive use with the
<br />Equipment CSA may terminate the Maintenance if you use consumables in a different
<br />manner If your toner usage exceeds by more than 10 % the published manufacturer
<br />specifications for conventional office image coverage, CSA may invoice you for such excess
<br />usage You may purchase additional toner from CSA if required. You shall bear all risk of loss,
<br />theft or damage to unused consumables, which shall remain CSA's property and shall be
<br />returned promptly upon termination of this Agreement or Maintenance CSA may charge you a
<br />Supply Freight Fee to cover the cost of shipping supplies to you (c) If you selected the Fleet or
<br />Aggregate Coverage Plan on page 1, the Covered Images Included shall apply to all of the
<br />Equipment on the Schedule unless otherwise indicated If specified on page 1 that the Listed
<br />Items are being added to an existing Fleet Coverage Plan under a previous agreement
<br />between you and CSA, (i) the fleet shall include the listed items under the previous agreement,
<br />and all other agreements for which the add to existing fleet option was selected, and (ii) the
<br />maintenance term for all Listed Items under this Agreement shall be the same as the
<br />maintenance term for all listed items under all such previous agreements. (d) If specified on
<br />the face page that the Listed Items are being added to an existing Aggregate Coverage Plan
<br />under a previous agreement between you and CSA, the Covered Images shall apply to all of
<br />the Equipment on the schedule, unless otherwise indicated, plus the listed items under the
<br />previous agreement(s), and all other agreements for which the add to existing Aggregate
<br />Coverage Plan was selected, on an aggregated basis, for so long as the maintenance term for
<br />all such listed items continues (a) Unless otherwise indicated on Schedule A, you authorize
<br />CSA to use networked features of the Equipment including imageWARE to receive software
<br />updates, activate features/new licenses and transmit use and service data accumulated by the
<br />Equipment over your network by means of an HTTPS protocol and to store, analyze and use such
<br />data for purposes related to servicing the Equipment, providing reports and product improvement.
<br />This feature is not capable of sending or receiving image data. (f) You shall provide meter
<br />readings to CSA in accordance with the Meter Read Method selected. If you selected the
<br />myCSA website, you, your employees or agents shall complete CSA's registration process
<br />governing access to and use of such website, and you agree to be bound by, and comply with
<br />its Terms of Use CSA may change your meter read options from time to time upon 60 days'
<br />notice If CSA does not receive timely meter readings from you, you shall pay invoices that
<br />reflect CSA's estimates of meter readings CSA may verify the accuracy of any meter readings
<br />from time to time and invoice you for any shortfall in the next invoice (g) You agree that CSA
<br />may suspend performance of Maintenance if and so long as any Payments are overdue, and
<br />that any such suspension shall not in and of itself be deemed a termination of this Agreement.
<br />2.3 Nan Lavorad Sure cr , The following services are not included within Maintenance and
<br />shall be invoiced in accordance with CSA's then current labor, parts and supply charges: (a)
<br />replacement of any consumables not provided as part of Consumable Inclusive Maintenance
<br />identified on page 1, including, without limitation, paper, toner, ink, waste containers, fuser oil,
<br />staples, other media, print heads and puncher dies; (b) repairs necessitated by factors other than
<br />normal use including, without limitation, any willful act, negligence, abuse or misuse of the
<br />Equipment; the use of parts, supplies or software not supplied by CSA; service performed by
<br />anyone other than CSA; accident; use of Equipment with non -compatible hardware or software
<br />components; electrical power malfunction or heating, cooling or humidity ambient conditions; (c)
<br />de -installation, re -installation, or relocation of Equipment; (d) repairs to or realignment of
<br />Equipment and related training necessitated by changes made to your system configuration or
<br />network environment; (a) work requested to be performed outside of CSA's regular business
<br />hours; and (D repair of any network/system connection devices, except when listed on page 1 If
<br />you have NOT selected Maintenance on page 1, any of the maintenance services described in
<br />Paragraph 2 1 above shall be available only upon your request, either under separate agreement
<br />with CSA or invoiced in accordance with CSA's then current labor, parts and supply charges
<br />Installation of certain Listed Software may also require a separate agreement between you and
<br />CSA setting forth the scope of work, your responsibilities in connection with such installation, and
<br />other terms and conditions as required by CSA. Such separate agreement(s) shall solely govern,
<br />and this Agreement shall not apply to. the services described therein
<br />3. CSA CUSTOMER SATISFACTION POLICY. If you are not satisfied with the performance
<br />of your Canon or Oce brand product, upon your written request, CSA in its sole discretion will
<br />repair or replace the product with a like unit with equivalent capabilities Prior to replacement.
<br />CSA shall have had the opportunity to return the product to good working order in accordance
<br />with the terms of this agreement If a replacement unit is provided, the lease hereunder of the
<br />SLS-109F CFS-1210 July 2019 Page 2
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