HomeMy WebLinkAboutC96-045 Lowry Computer ProductsLOW R
computer products, incorporated
SERVICE AGREEMENT TERMS AND CONDITIONS
1. EQUIPMENT SCHEDULE
See Serice Agreement. Section 1.
2. AGREEMENT TERM AND SERVICE START DATE
The initial term of this Agreement is one year plus any calendar days
in the month following such year commencing on the service start
date specified Section 1. The term renown for successive one year
terms unless terminated by either party at the end of the initial or
any renewal term upon sixty (60) days prior written notice_ At
Lowry's option, maintenance service for equipment added hereunder
subsequent to the commencement of the taro will have the remaining
term of the Agreement.
3. CHARGES
For each unit of equipment, the charges listed in Section I we subject
to change without notice prior to the service start date for said unit
and Customer shall pay charges in effect on such date.
Basic charm are invoiced in advance as of the service start date and
are due and payable upon receipt of invoice. The initial invoice will
include a prorated charge based on a thirty (30) day month for any
additional days remaining in the last month of the initial bMbW
period. AA other charges are invoiced as incurred and are due and
payable upon receipt of invoice. Upon sixty (60) days prior written
notice to Customer, Lowry may increase the Basic Charges hereunder,
however, such increase shall not be implemented until the next billing
period following said notice.
Customer agrees to pay applicable Remote Equipment Maintenance
Surcharges for service calls for equipment located more than 100
miles from the nearest Lorry Customer Sernoes Office or other
authon&Ad service location. Remote Equipment Maintenance
Surcharges consist of charges for round trip travel time, mileage, and
meals and lodging if necessary at Lowry's then current rates for
distances beyond 100 miles.
Customer shat pay or reimburse Lowry for all taxes imposed on
Customer or Lowry upon this Agreement or any service or products
hereunder. -
4. MAINTENANCE SERVICE
Lowry agrees to provide the availability of maintenance service for
:Machines. Maintenance service will be provided, as required, by
repairing or exchanging the Machine under the Type of Service
selected by the L%ietomer as described in Section I.C.
The Customer agrees to provide a suitable environment for the
Machines as specified by Lowry, and to provide full. free and safe
access to the Machines to permit Lowry to provide Lowry On -Site
Repair. Lowry tray, at it's option, store maintenance equipment and/
or parte on the Customer's p. isas in order to provide Lowry On -Site
Repair. The Customer agrees to promptly inform Lowry orany
change in a Machine's location.
The Customer is responsible to initially determine that the machine
or machine element requires maintenance service. Before requesting
C 196 4 5 4 2
such service, the Customer agrees to follow the problem determina-
tion, problem analysis and. service request procedures provided by
Lowry. The term 'failing machine refers to a Lowry machine,
including its Lowry and selected non -Lowry features, a machine
element or a selected nam -Lowry machine acquiring maintenance
service as initially determined by the Customer and, as applicable,
verified by Lowry. The terra 'eslhange machete, refers to a Lowry
machine, including its Lowry and selected non -Lowry features, a
machine element or a selected non -Lowry machine provided by Lowry
to the Customer under an Exchange Type of Service.
Repair Types of Service to keep the Machines in, or restore them to,
good working older will include remedial maintenance and may
include preventive maintenance beard an their specific needs as deter-
mined by Lowry, Repair Types of Service may.also include lubriea.-
tion, adjustments and replacement of maintenance parts, ail as
deemed neoeseary by Lowry. Maintenance parts, which may be used
Parts. will be inatzs by Lowry on an exchange basis, and the
replaced mita become tho property of iAwry.
Under aEu 'type of Service, when the -Customer presents a failing
machine to Lowry, Lowry reamer the sight to verify that mainte.
nano service -is required fur such machine. If so verified, Lowry will
provide maintenance service for such machine. The Customer fir
responsible to remove. or implement other safeguarda to protect, all
programming, prof, data and removable storage media before a
failing machine is to be repaired '
Under an Exchange Type of Service; when the Customer presents a
failing maahina to Lowry, it becomes the property of Lowry at the
time of ezduuWe.. An, =4mnge machine may not be new, but will be
in good working order, and becomes the Customer's property at the
time of ercehonge. Lowry reserves the right to verify that maintenance
service is required for the failing machine and that it is otherwise
acceptable far exchange. as provided for in this paragraph, pr'iar to
providing an change machine. The Customer is responsible to
remove all programming, programs, data and removable etorage
media, and all non -Lowry parts, options, altarations*and attachments
before a failing machine is presented for exchange. The Customer
agrees that 111 such items not removed will be deemed to have been
discarded by the Custaner. 'The Customer will not present to Lowry a
failing machine for et change witch is defaced, altered, in need or
repair not included in maintenance service or damaged beyond repair.
However, if upon inspection Lowry determine* that it has raaeived in
exchanges a hailing madjus in such condition, the exchange will be
nullified cad each party Will retain to the other the machine or
machine element in ita possobsioir. The Customer represents and
warrants that at the time a failing machine is presented to Lowry
under an Eachange Type of Service, and thereby becomes Lowry's
property, it will be free of any outstanding liens, security interasta or
other encumbrances held by any third party.
5.1NSTALLARON SERVICE
If Customer elects Lowry's installation service, Lowry will supervise
unpacking and placement of the equipment in an arrangement
specified by Customer and perform the manufacturer's standard test
routines and programa on the equipment during the P.P.M. Customer,
at its expanse, shall prepare the installation site in acaor4mce with
tine equipment manufacturer'& specifications or instructions. Installa-
tion charges, in accordance with Lowry's.current price schedule, will
be separately billed to Custorner.
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hourly service rates, minimum charges for serwioe time and 411 other
charges are subject to change by Lowry without notice.
AVERAGE USAGE PLAN
The Average Usage pian, under which Additional Maintenance
Charges will be determined, applies to certain Usage Plan Machines
designated by Lowry. However, the Customer may, in waiting, decline
the Average Usage Plan for an aiPeeted machine or withdraw a
machine from such Plan at any time and , thereafter, pay for the
actual amount of processing per invoice period as described in the first
paragraph of this Section entitled *Charges." If the C stamar declines
the Average Usage Plan for an affected machine or withdraws a
machine from such Plan, the Customer may subsequently request
that such machine be placed under the Average Usage PtiAn upon a
date mutually agreed to by the Customer and Lowry.
AVERAGING PERIOD
The initial Averaging Period for a machine will oommeaoe an the day
such machine becomes subject to the Average Usage Plan and will
expire one year later, except that, if such expiration data is other than
the last day of a calendar month, such Period will be exteaded to the
last day of such month. Each successive Averaging Period for a
machine will be one year in duration and will commence on the day
foilownng the last day of the prior Averaging Period. however, the
Averaging Period will expire upon the effective data of withdrawal of
an affected machine from the Average Usage Pian or from this
Agreement.
ESTIMATED ADDITIONAL MAINTENANCE CHARGES
The Customer agrees to pay Estimated Additional Maintenance
Charges which will be determined by multiplying'an estimated
amount of processing for each machine per invoice perind by the
applicable Additional Maintenance Charges Rate(s). Such Charges
will be deemed to be part of maintenance charges for the purpose of
this Agreement. For the initial Avera" Period. if mater reading for
such machine under a Lowry agreement with the Customer cera
available for at least the six months immediately preceding the initial
Averaging period, the estimated amount of prxesadng will be
projected by Lowry, subject to agreement by the Customer, otbarwfse,
the estimated amount of processing will be agreed to by the Customer
and Lowry. For each successive Averaging Period, the estimated
amount of processing will be determined by Lowry based on the actual
amount of processing during the preceding Averaging Period as
measured by a Lowry meter. At any time within an Averaging Period.
the estimated amount of processing may be revised by Lowry
meter readings.
METER READINGS
,Me Customer agrees to promptly submit the meter readings to Lawry
for each machine subject to the Average Usage Plan (1) es of tiro
commencement of i s initial Averaging Period, (2) as of the dose of the
last workday of each Averaging Period, =d(3) at outer Lim co that
Lowry deems appropriate.
ADJUSTMENT TO ESTIMATED ADDITIONAL MAINTENANCE
CHARGES
Following the lost day of each Averaging Period for each machine
subject to the Averegv usage Plan, Lowry will calculate the Addi-
tional Maintenance Charges for that Averaging Period based on the
Actual amount of processing in that Averaging Period as measured by
a Lowry meter. If such Additional Maintenance Charges exceed the
Estimai,ed Additional Maintenance Charges, the Customer agrees to
pay such excess to Lowry following the last day of such Averaging
Period. If the Estimated Additional Maintenance Charges exceed
such Additional Maintenance Charges. Lowry win credit the Cus-
tomer for such excess following the last day of such Averaging Period.
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10. TAXES
In addition to the charges due under this Agreement, the Customer
agrees to pay an amount equal to any taxes resulting from this
Agreement, or say activities hereunder, except for taxes based upon
lowry's ret income.
11. SERVICES FOR ADDITIONAL CHARGE
The services for additional charge described i4 this Section are not
maintenance servioes as described in the Section entitled "4lainte-
nance Service however, unless the following services are provided
under another written agreement between the Customer and Lowry.
such services, if available, will be provided by Lawry under this
.Agreement at Lowry's (1) then generally available hourly service rates
and minimum charges for service time, including travel and waiting
Lima, (2) psrts•and material prices then generally in effect, and (3)
charges for travel and shipping expense, all as applieable:
(1) Repair of Machias damage, replacement of parts or increase in
service time caused by:.
(a) failure to continually provide a suitable environment prescribed
by Lawny iwluding adequate apace, electrical power, air condition-
ing and humidity control;
(b) neglect; misuse, including use of the Machines for purposes
other than for which deswied;
(c) accident; disaster, including water, wind and lightning; trans•
portation; vandalism or burglary:
(d) alterations, including any deviation from Lowry's Machine
design:
(e) attachaunu, including ariy interconnection to the Lowry
Machine of non Lawry products or devices not under a Lowry
Maintenance agreement;
(C model conversions, including upgrades and downgrades between
models aced machine types, or installation or removal of a Lowry
feature whenever any of tbese activitise was performed by other
than Lowry. except that this subsection (g) will apply only during
the rust three-month period, subsequent to such machine modifica-
tion, that the machine is under this Agreement; and/or
(g) mainterimes or repair of the Machine performed by other then
Lowry.
(2) Repair of Machine damage, replacement of maintenance parts (due
to other than normal wear) or repetitive service calls caused by the
use of, Inadequate use of, or failure to use, attppl}es;
(3) Service for accessories;
(4) Inspection of Machines, including, but not limited to, inspection of
altered Mitchmes, damaged Machines and certain other customer -
requested inspections;
(5) Replacement or addition of maintenatce parts and increase in
service time, associated with the installation by Lowry of an engineer-
ing change, required due to modal conversions, including upgrades
and downgrades between models and machine types, or installation or
removal of a Lowry feature whenever any of these activities was
perfmwd by otbar than Lowry.
(6) Rearrangement or relocation of Machine and provision of noes-
(ary materials; Replacement of a part not furnished for the Machine.
by Lowry with a directly interchangeable Lowry'maintenanee part,
and any inasasa in service time aesodated with such activity. except
that Lowry will not replace any put which is included in an altera-
tion; and Replacernent of parts which are not considered maintenance
Parts under this Agreement.
12. EXCLUSIONS
Lowry will not, provide the following services under this Agreement:
(1) furnishing sapplim, painting or refinishing the Machines or
furnishing materials thereof;
(2) electrical work external to the Machines;
(3) installation, maintenance or removal of alterations or attachments
to the Machin" and
(U any service which is impractical•lbr Lawry to render because of
alterations in, or attaehumnif to, the Machines.
d31ndwo_-1—.1Nmo1 l w0Nd 10 =11 96 1 9 El33
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13. INVOICING
Minimum Medntananw Charges and Additional Maintenance Charges
for Optional Feriods of Maintenance Service will be invoiced in
advance for the applicable invoice period for each machine shown in
the Supplement The Additional Mairetesance Charge or Estimated
Additional Maintenance Charge for the amount of processing for
Usage Plan Machines will be invoiced following the period to which it
applies. All other charges or credits will be invoiced when or after
they are incurred or earned. Monthly charges, when prorated, wal.be
prorated on the basis of a 3"sy month.
IA. PAYMENT
Payment of maintenance charges will be made within thirty (SO) days
after the date of the invoice. All other charges hereunder are payable
as specified in the invoices. The Customer will be entitled to a pprtial
credit for maintenance chargee so paid upon the withdrawal of
Machines or termination of this Agreeutent. as set forth in the Section
entitled "Withdrawalfrermb:tstioa' prior to the expirations of the
Invoice period for which the payment applies.
15. WITHDRAWAL/TERMINATION
The Customer may withdraw a Machine from this Agreement upon
sixty (60) days written notice to Lowry (a) alter the -Machine-bas been
under this Agreement for at least aix (6) months, (b) sitar the Machine
has been under this Agreement for at least one month and it has bean
removed from the Customoes location, or (c) on the effective date of
the notice of an increase in maintenance charges for the Machine.
Lowry may withdraw a Machine from this Agreement:
(a) upon sixty (80) days written notice to the Customer, me you or
more after maintenance service for such Machine has oommeaad, but
not prior to the and of the period for which Lowry has prior to the data
of such notice, submitted an invoice to the Customer for the Minimum
Maintenance Charge for each Machine; (b) upon sixty (60) days
written notice to the Customer. following any repetition of the need
for additional repair of such Machine due to causes described to items
(1) (b) or (1) (h) of the Section entitled Vervicea for Additional
Charge.'
Either the Customer or Lowry may withdraw Machine or terminate
this Agreement at any time, by written notice, for failure of the other
party to comply with any of its terms stead conditions.
This Agreement may be terminated by either party upon sixty (60)
days written notice following withdrawal of all Machines and
fulfillment of all obligations hereunder.
16. LIMITATION OF LIABILITY AND REMEDY
LOWRY'S TOTAL LIABILITY, AND CUSTOMER'S EXCLUSIVE
REMEDY FOR ANY COST, LOSS, DAMAGE OR OTHER POTEN-
TIAL OR ACTUAL EXPENSE WHICH IS IN ANYWAY RELATED,
DIRECTLY OR INDIRECTLY, TO THE EXECUTION, PERFOIRId-
ANCE OR SUBJECT MATTER OF THIS AGREEMENT SHALL BE
REIMBURSEMENT FOR AND NOT EXCEED THE AMOUNT OF
THE SUPPORT FEE PAID BY CUSTOMER TO LOWRY HEREUN-
DER, FOR THE SERVICE CAUSING THE COST, LASS OR DAM-
AGE. REGARDLESS OF THE FORM OF ACTION EMPLOYED,
WHETHER IN CONTRACT, WARRANTY. TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE. NOTWITHSTANDING ANY
OTHER PROVISION CONTAINED WITHIN TEAS AGREEMENT,
LOWRY SHALL NOT BE LIABLE IN ANY WAY FOR ANY L M
PROFITS OR CONSEQUENTIAL DAMAGES EVEN IF LOWRY 1S
INFORMED, OR IS OTHERWISE AWARE OR SHOULD BE
AWARE. OF THEIR LIKELIHOOD OR POSSIBILITY OR AS A
RESULT FROM CUSTOMER'S FAILURE TO PERFORM ITS OBLI-
GATIONS UNDER THIS AGREEMENT.
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17. WARRANTY LIMITATION
T*WM ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUD-
ING TSE err' D WARRANTIES OF MERCHANTABU= AND
FITNESS FOR A PARTICULAR PURPOSE NOT SPECIFIED
HEREIN RESPECTING THIS AGREEMENT OR THE MATERIALS
DOCUMENTATION AND SERVICES PROVIDED.
18. GENERAL
This Agreement In not assignable by the Customer without the prior
written eoment ofLowry. Any attempt to assign any of the rights,
duties or obligations of this Agreement without such consent is void.
Maintenance so vice or earrWi n for additional charge do not assure
that the operation of the Machines will be uninterrupted or error free,
and Lowry is not responsible for 1h0u.m to fulfill its obligations under
the Agreement due to muses beyond its control.
The Customer represents that the Customer is either the owner of
each Machine under this Agreement or authorised by the owner to
include such Machine under this Agreement.
All features and model upgrades that are (1) eligible for maintenance
service under this Agreement, (2) installed on a machine under this
Agreement, and (3) not antler Lowry warranty or another manufac•
tures's warranty must be under this Agreement with the same Type of
;service and, If applicable, the same Optional Periods of Maintenance
Service as the machine on Which they aro installed.
Lowry seniors described herein may be rendered by the use of Lowry
selected independent contractors.
Lowry may, upon sixty (60) days written notice to the Customer,
modify the terms and conditions of this AgreemonL However, if such
moMiceations is unfavorable to the Customer for an affected Machine,
its eeeclive date will be delayed for such Machine until the expiration
of the period for which Lowry hu -submitted an invoice to the
Cuawmar or six months after such Machine became subject to this
Agreement, whirl—r is later. Otherwise, this Agreement can only
be modi&d by a written agreement duly signed by persons autbonsed
to sign aveemeata on bsbal of the Customer and of Lowry. Airy
variance from the terms smd conditicins of this Agreement in any order
or other written ria fioW= from the Customer will ba of no effect.
If any provision ar provbd= of this Agreement shall be held to be
invalid. illegal or unsnforoeabbe. the validity, legality end enforceable
of the remaining provisions ahell not in any way be aifocted or im-
paired thereby.
No action, repardiess of form, arising out of this A*mment, array be
brought by either the Customer or Lowry more then two years after
the cause of action has arisen or, in the case of an action for nonpay-
ment, mote than two years from the -date the last payment was due.
This Agreement will be gbvmned by the laws of the State of Michie.
CUSTOMER AGREES TRAT.THIS'AGREEMENT IS THE COM.
.PL EEE AND EXCLUSIVE STATEMENT OF THE AGREEM1i;NT
BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR ORAL
AND WRITTEN PROPOSALS AND COMMUNICATIONS PERTAIN-
ING TO THE SUBJECT MATTER HEREOF, USE BY CUSTOMER
OF ANY OTHER ORDER DOCUM$.11T IS NOT BINDING UPON
LOWRY.
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SERVICE AGREEMENT
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1 . EQUIPMENT SCHEDULE
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TOTAL BASIC CHARGE 1 48090
7100 WRITm to Luke Road ♦ Brighton, Mk;hlgon 48116 (910) ♦ 229 ♦ 7200
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2. PLEASE COMPLETE EACH OF THE LETTERED SECTIONS BELOW
81LUNG PERIOD
]ANNUAL _61` lMiERLY _MON7HLV
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LCwYRY:NSTAL T6R-
REQUEM INSMALL AND DATE
ED -ON ALL SERVICE RESPONSE TME C>o110N$
_LCriVIFY ON NOT RDQIESTED RE
START DATE
ON CALF. NEXT R DAY RF ClYS CHARGE,
ON CALL - A HOUR RESPONSE
NO % ADDER
16 ADDER
I F-EXIENOED SERVICE OPTIOnu-AND AOXRS SMJECT TO LCwYRY APPROVAL CGVERA C EXCLUT0 LowRrS LOCALLY 08MRVED HOLIDAYS
+ FILL IN THEE�QADDER PERCENTCS)WMEEOX(E57 OF THE DXTEN06D UR�VIICCE�ppERlppe MECTFD
WEEMAY
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ANY IOC CME
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8 AM 010% ADDER
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%ADDER MCXFE THAN 10 C:ONSEC:
�i ADDER
d AM up Ta 24 HOURS Y ADDER
WA
N/A
RS
24 HOUAY, 7 DAYS PER WEEK( -x ADDER
CUSTOMER ACKNOWLEDGES HAVING READ THIS AGREEMENT AND SHALL BE BOUND BY THESE TERMS AND
CONDITIONS AND ADDITIONAL TERMS AND CONDITIONS ON LOWRY DOCUMENT NO, LjWlAA
LOWRY COMPUTER PRODUCTS INC.
SIGNATLiE
P-aNTEC
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7100 WrAtmOfe LCke Road • q fthton. MichlWn 48116 (810) ♦ 229 ♦ 72pp
Document No L10012A
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