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. 209'39Uci d31ndwcD—:.amoi WOel3 6S:91 3E, 9 Q33 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. b0E'39yd 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 �* S00'39dd ldlOi ** 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. GOO'3ndd 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$.11T IS NOT BINDING UPON LOWRY. LOWRk)(" computer products, incorpoi -d Doeusrat tis. LU1a11A N31n8woo—,�.jmoi W0a3 20s2 -T 96, 9 333 r' (VVV LOW Q)("" computer products, incorporated SERVICE AGREEMENT tttLL TO AT i US"OMER HANE -rarl �� i`.ilUVTY r.0V* ; NMFPj CUVO#40 NAVF AGL MV IN T `( rr,L'% A i'TN rf'COiJf�1TS PAYARI F C�SToMERNO.. iD08n7Dfrr,I. t .f7. i T r�EIC-)f RECIA0 AY VR ' _ STC. �-1 G L `; CC).. 81F,i -- — — - EAGLE Cil X1161? — - l = ROM : 2/0(-,/-96 ?O : ? /off; rn,• , �o•�rty Gory�,.ia• orurit:�r; M Cowry', ogkws to prnvidc cntl C.worte[ wtbn to occapt M6nt&nXy-"r Service kK the KLiOML-11 s, -,rmea rn the Iclw•,.m.3 roar in occc•c eince vire the crt+ocneo terrrs Gntl conditiors 1 . EQUIPMENT SCHEDULE I1� MOOR NPIOESCRP110N Ef�I�LNr�Aet CQNIJ G=tiAME COWAMWAW At Equpj�g�T Fl;'Al_ ,00 .; a _ , �., cFE AL 1:>.��7 i 5 r -r r 1r1 A 7 A A 7I - IT•��i F1 (,I(rl m IPI 211 21 311 — T TOTAL BASIC CHARGE 1 48090 7100 WRITm to Luke Road ♦ Brighton, Mk;hlgon 48116 (910) ♦ 229 ♦ 7200 N31njwoD-ANmo� Wodi 60:Cl 96, ET E3- E;00 ' 300d 'lUll3i Y 2. PLEASE COMPLETE EACH OF THE LETTERED SECTIONS BELOW 81LUNG PERIOD ]ANNUAL _61` lMiERLY _MON7HLV ! C, Wr4mleme lfelvloeIete'110 coow. �e - ON In w�� CD(- CARRY N DOC HANGE WC1401GE SWCE) — CIR - CAMY w RF M WW %RMM d.INSULL)11 ND5cRMC531447DATE LCwYRY:NSTAL T6R- REQUEM INSMALL AND DATE ED -ON ALL SERVICE RESPONSE TME C>o110N$ _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 ■{/p _ 8 AM UP TO O PM•NOt ADDER ANY IOC CME !L ADDER ANY 10 CONSEC;)TA/E 8 AM 010% ADDER MOPE TFIIW 10 CC)1VSEC %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 'ff:E DA-G LQWR)( a computer products, incorporated 7100 WrAtmOfe LCke Road • q fthton. MichlWn 48116 (810) ♦ 229 ♦ 72pp Document No L10012A E00 - 39Ud d31ndwoo-.�Hmo7 wodi 60:6T 96, 81' 63.E