GENERAL. Pursuant to the terms and conditions of this agreement, Reliant Office Systems, hereinafter referred to as (ROS) agrees to provide Maintenance Services to Customer as described on the bottom of this agreement and as necessitated by the normal use of the equipment. (ROS) will provide Customer with the parts, supplies and consumables indicated on the face of this Agreement. If (ROS) is not required to provide parts, supplies or consumables to customer pursuant to this Agreement, Customer shall be responsible for maintaining an adequate inventory of parts, supplies and consumables, which meet manufacturer’s specifications. (ROS) will not be obligated to provide Maintenance Services if the Equipment and/or its parts and accessories (e.g. drum) are damaged by (a) abuse, misuse or negligent acts, (b) failures of Customer Provided hardware and software, (c) including but not limited to network changes,power surges or failures , (d) an operating environment not in conformance with the manufacturer’s specifications for electrical power, air quality, humidity or temperature, (e) events other than normal wear and tear, (f) acts of God or natural disasters, (g) water, (h) spillage of liquids, (i) foreign objects such as paper clips, tools and jewelry, (J) the use of unauthorized parts, supplies, components or consumables, or (k) personal not authorized by (ROS). If (ROS) elects to provide Maintenance Services to correct such damage, Customer shall be invoiced at (ROS) then current rates. Customer is obligated to inform (ROS) when preventive maintenance is due. Repeated failure to notify (ROS) when preventive maintenance is due may result in damage to the equipment and additional charges.
PRE-INSPECTION. The parties agree that the Equipment is subject to an inspection prior to the commencement of this Agreement. Devices must be in a working condition prior to being enrolled in this program. If a device to be added to this agreement is not new, ROS will determine if repairs are required to bring the device to a working condition or request an upgrade. If repairs are required, ROS may provide those parts and repairs at our standard parts and service rates. If a mono device to be enrolled has a "toner low" condition, Customer will be invoiced 50% of the retail price of a new toner cartridge. On color devices, any toner cartridges that are "toner low" upon setup beyond the first cartridge will be invoiced at retail price. Customer agrees to follow correct device operation guidelines as specified by the manufacturer. The rates listed in the Pricing Schedule above and the terms contained herein are offered based on supporting all eligible devices within the organization and keeping the remote monitoring software active. All devices of a similar model/series must be enrolled unless a specific written exception is granted. Devices can only be removed from the program if they are taken out of service and permanently removed from a supportable location. Additional devices may be added at any time if ROS currently provides support for that model/series. Supportable devices that are added at a later date that are not currently included in the Pricing Schedule will be added at the then current rate.
FEES. The fees for Maintenance Service under this Agreement shall be the amount set forth on the face of this Agreement. If payment terms are not set forth on the face of this Agreement, Customer shall pay maintenance charges in accordance with the payment terms set forth on the applicable invoice. If the Number of Copies per Invoice Cycle set forth on the face of this Agreement is exceeded, Customer shall be obligated to pay for all copies in excess of the Number of Copies per Invoice Cycle at a rate equal to the Excess Copy Charge set forth on the face of this Agreement. All fees charged by (ROS) pursuant to this Agreement are exclusive of all taxes, duties and similar fees now in force or enacted in the future (“Taxes”). If (ROS) is required to pay any taxes in connection with this agreement, other than taxes based on (ROS) net income, such taxes will be invoiced to and paid by Customer. All orders for supplies are subject to a delivery surcharge. Emergency supply orders may be subject to an additional charge. All payments are non- refundable. All contracts are subject to a fuel surcharge.
SERVICE CALLS. Service calls to perform Maintenance Services shall be made during (ROS) normal business hours for the provision of maintenance services at the equipment location set forth on the face of this agreement. Travel and labor time for service calls after (ROS) normal business hours for the provision of maintenance services shall be charged at overtime rates in effect at the time of the service call. When in its sole discretion, (ROS) determines that an in-house (shop) reconditioning of the equipment is necessary; (ROS) shall submit to customer an estimate of the needed repairs and the costs thereof. Such costs shall be in addition to the charges payable under this agreement. If the customer does not authorize such reconditioning, (ROS) may immediately terminate this Agreement upon written notice to customer.
TRAINING. (ROS) shall provide customer with key operator training regarding the use and care of the equipment the customer shall ensure that all individuals using the equipment are properly trained to use the equipment. The customer shall be charged for any service call or damage to the Equipment resulting for misuse of the equipment by untrained individuals.
RELOCATION. (ROS) shall provide Maintenance Services for the Equipment at the location on the face of this Agreement. If Customer relocates the equipment within (ROS) service area and desires to continue Maintenance Service, the Customer shall be subject to additional charges based upon the distance to customer’s new location and labor changes. If the customer relocates the equipment outside of (ROS) service area, (ROS) shall have the right to immediately terminate this agreement upon written notice to customer. The customer shall be responsible for any relocation and/or re-installation charges for the equipment at its new location.
CUSTOMER OBLIGATIONS. Customer agrees to provide a suitable place for use of the equipment (including suitable electric service) as specified by the manufacturer. The customer will provide adequate facilities for use by the maintenance personnel in connection with the provision of the Maintenance Services. These facilities will be within a reasonable distance of the equipment to be serviced and will not be provided at any charge. Customer will provide a key operator for the equipment for each shift of operation and make available operators for instruction in use and care of equipment. Customer agrees to pre-order needed supplies & allow 3-5 business days for order processing & delivery. Customer can be charged a shipping & handling fee for orders requiring next day or same day delivery. The per impression charge and overage per impression charge are based upon an 8-1/2” by 11” letter size impression with an average 5% image fill, or its equivalent. If (ROS) personnel determine that customer has used 15% more consumable supplies than normal (as determined by the manufacturer’s specifications) to produce copies or prints, customer agrees to pay (ROS) an overage amount from time to time which may offset such usage. Customer also agrees that supplies consumed in the course of service performed by (ROS) personnel are non-recoverable & replenishment of such supplies is the sole responsibility of the customer. Customer agrees to provide (ROS) with meter readings as needed and to accept estimated meter readings based on service history for billing purposes. Customer agrees to pay at published rates for support required for printer applications or network service, not covered by this agreement. Customer also agrees to pay an additional .0025 cents per scan when the number of scans exceeds monthly clicks if applicable.
DEVICE OBSOLESCENCE. When the manufacturer no longer supports a device and repair parts are no longer available for a device model/series, ROS reserves the right to move that model/series to a different support solution or discontinue providing service.
ITEMS NOT COVERED. The following items are not covered under this service: paper, font cartridges, firmware upgrades, third-party SIMM or DIMMs, accessories, and all external interface cards. Imaging supplies provided by ROS under this Agreement remain the property of ROS at all times.
TERM AND TERMINATION. This agreement shall become effective (the “Effective Date”) upon its acceptance by (ROS), credit approval by (ROS) and customer’s payment of all applicable charges and fees. This Agreement will automatically be renewed each year at the prevailing (ROS) rates & conditions in effect at the time of renewal unless cancelled in writing on thirty (30) days written notice. Either party may terminate this Agreement at any time upon thirty (30) days written notice to the other party. Customer’s payment obligations hereunder shall survive the expiration and/or termination of this agreement.
BREACH OR DEFAULT
If customer does not pay all charges for Maintenance Services as provided hereunder, promptly when due: (i) (ROS) may (A) refuse to service the equipment, (B) furnish service on a “Per Call “basis, and/or (C) immediately terminate this Agreement upon written notice to Customer, and (ii) Customer agrees to pay all costs and expenses of collection, including, without limitation, applicable legal fees.
If customer uses parts or supplies which are defective or not acceptable for the use in the Equipment, and cause abnormally frequent service calls or service problems or damage to the Equipment, Then (ROS) may, at its option, (i) charge customer at its then current rates for such service and/or damage or (ii) immediately terminate this agreement upon written notice to customer. It is a condition of this agreement, however, that the customer use only approved parts or supplies.
Customer declaring any form of bankruptcy will immediately terminate this contract.
NO WARRANTY AND LIMITATION OF LIABILITY.
Reliant Office Systems makes no warranty whatsoever with respect to the maintenance services, parts, supplies and consumables supplied hereunder and DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR USE FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. This warranty allocates the risks of loss occasioned by failure of parts, supplies or consumables or failure in Maintenance Services between (ROS) and Customer, as authorized by the Uniform Commercial Code and other applicable law.
(ROS) SHALL NOT IN ANY CASE BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OR IN CONNECTION WITH THIS AGREEMENT OR ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY. Such damages include, but are not limited to, loss of profits or revenue, loss of use of the Equipment or any associated equipment, cost of capital, cost of any substitute equipment, facilities or services, downtime costs or claims of customers of Customer for such damages.
ASSIGNMENT. Customer shall not assign this Agreement without the prior written consent of (ROS) Any attempt by Customer to assign or transfer any of the rights, duties or obligations hereunder shall be null and void.
HOURS OF SERVICE. ROS normal business hours are Monday through Friday, 8:30 a.m. through 5:00 p.m. local time. Service requests can be made 24x7 via phone voice mail or electronically (service portal). After-hours service is available in limited areas for US $150.00 per incident. After-hours service is not available in all areas.ROS does not provide service during the following holidays:
ROS does not provide office support, but does provide technician services during the following holidays:
MISCELLANEOUS. This Agreement shall be governed by and constructed in accordance with the laws of the State of New Jersey without regard to its body of law relating to its conflicts of law. Customer shall not participate in the transfer by any means of any commodity or technical data acquired from (ROS) in violation of U.S. export laws. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, written or oral, regarding such subject matter. This Agreement may not be modified except in a writing signed by duly authorized representatives of (ROS) and customer. In the event that any purchase order, acceptance or other purchasing form or document is used in connection with the purchase of maintenance pursuant to the provisions of this Agreement, then, notwithstanding any provisions therein contained to the contrary, the terms of all such documents shall be governed by the provisions of this agreement, and any terms thereof which are inconsistent with, different from or in addition to the provisions of this agreement, shall be null and void and shall have no force or effect whatsoever. The headings and titles of this Agreement are inserted only for convenience and shall not affect the interpretation or construction of any provisions hereunder. Once signed, any reproduction of this Agreement made by reliable means (e.g., photocopy, facsimile) is considered an original. Customer specifically agrees that NO OTHER representation, constitutions, or warranties other than those set forth specifically in writing herein have been made. Contract changes are not valid until approved by (ROS) senior management (President or Vice President) and confirmed in writing back to the customer.
New Year’s Day
Martin Luther King Day
Friday following Thanksgiving
Company shutdown between Christmas and New Year’s Day