Orange County NC Website
Standard Terms and Conditions <br /> 1. General Scope of Coverage <br /> This Agreement covers all supplies(toner,drum,transfer kit,fuser kit),the labor and the material for adjustments,repairs and replacement of parts as necessitated by <br /> normal use of the equipment except as hereinafter provided. Damage to the equipment or its parts arising out of misuse,abuse,negligence,user error,power surges, <br /> fire,flood or causes beyond DEALER's control are not covered. DEALER may terminate this agreement in the event equipment is modified,altered or serviced by <br /> personnel other than those employed by DEALER or without consent of DEALER. <br /> 2.Availability <br /> On-site hours are from 8:OOam to 5;00pm Monday through Friday excluding DEALER Holidays.DEALER holidays are Good Friday,Memorial Day,Independence <br /> Day,Labor Day,Thanksgiving Day(2).Christmas Day,New Years Day. <br /> 3.Addition of Equipment <br /> CUSTOMER is required to immediately notify DEALER upon installation of any additional equipment at CUSTOMER's site, Unless otherwise specified,upon <br /> installation and notification,such equipment shall automatically be covered by this Agreement.Said equipment shall be considered the Equipment for all purposes <br /> under this agreement.Any Equipment added to this agreement may be done so without altering the end date of this agreement. <br /> 4.Cancellations&Extensions <br /> This agreement is for a minimum of 36 months.During this time,the CUSTOMER may elect to cancel this agreement.To cancel this agreement,the CUSTOMER <br /> must notify DEALER with a 90 day advance written notice.If this agreement is cancelled early for any reason other than Non-Performance,the CUSTOMER will be <br /> responsible for paying all costs associated with the implementation of this contract.Implementation costs,not to exceed an average of$100 per printer,will include <br /> all parts,materials and labor provided and installed to bring all Equipment to Manufacturers Specifications.A listing of all implementation costs will be provided to <br /> CUSTOMER after completion the implementation. In the event of cancellation by CUSTOMER,DEALER must be permitted to remove DEALER owned <br /> equipment and supplies.In the event of CUSTOMER cancellation CUSTOMER agrees to pay for all charges incurred. In the unlikely event that the DEALER must <br /> terminate this agreement,the CUSTOMER will have a 90 day advanced written notice from DEALER.The CUSTOMER will have the option of(a)allowing the <br /> DEALER to remove and pick up DEALER owned equipment and supplies,upon which DEALER will incur all costs of or(b)the CUSTOMER may purchase the <br /> equipment and supplies from DEALER at fair market value, Fair market value will be determined at that time by using an average retail selling price for the same <br /> equipment,from similar vendors within the region.Afterthe initial term,this Agreement may be renewed for an additional 12,24 or 36 months.Renewal of this <br /> agreement is subject to price and provision changes.Price increases upon renewal will be no more than 10%for 12 months,7.5%for 24 months and 5%for 36 <br /> months. <br /> 5.Non-Performance <br /> In the event that DEALER does not perform the Scope of Services of this agreement,CUSTOMER shall inform DEALER in writing and DEALER shall have a <br /> period of thirty(30)days to correct any deficiencies in performance. Should DEALER still be unable to correct the problem,the CUSTOMER shall have the option <br /> of terminating this Agreement without incurring any penalty including Liquidated Damages. In the event of termination for non-performance CUSTOMER shall: <br /> a) Be permitted to use DEALER owned equipment for up to 90 days while CUSTOMER obtains equipment to replace any DEALER owned <br /> equipment. <br /> b) Permit DEALER to remove uny DEALER owned equipment and supplies covered under this Agreement at DEALERS expense,after 90 day period. <br /> c) Pay all charges due and owing to DEALER through the date of removal of such equipment and/or supplies. <br /> 6.Confidentiality <br /> DEALER recognizes that it must conduct its activities in a manner designed to protect any information concerning its affiliates or CUSTOMERS(such information <br /> herein referred to collectively as the"Information")from improper use or disclosure. DEALER agrees to treat CUSTOMER's Information on a confidential basis, <br /> DEALER further agrees that it will not disclose any CUSTOMER Information,without CUSTOMER's prior written consent,to any person,firm or corporation <br /> except(I)to authorize CUSTOMER representatives or(2)to employees of DEALER who have to perform the services contemplated hereunder. DEALER agrees <br /> upon request to have its employees execute written undertakings to comply with the confidentiality requirements set forth under this paragraph.DEALER <br /> acknowledges that the Agreement with all Attachments,Schedules and Addenda may be deemed public records and subject to disclosure in whole or in part under <br /> the North Carolina Public Records Law. CUSTOMER will provide DEALER with prompt notice of any intended public records disclosures,and an appropriate <br /> opportunity to seek protection for DEALER'S confidential and proprietary information consistent with all applicable laws and regulations.DEALER is prohibited <br /> from destroying,deleting,selling,loaning or otherwise disposing of any information concerning CUSTOMER,without prior written consent of CUSTOMER.These <br /> measures shall be extended by contract to all subcontractors of DEALER. <br /> 7,Insurance <br /> DEALER shall at all times during the term of this Agreement maintain,at its cost,customary levels of the following types of insurance:general liability,workers <br /> compensation liability and,if appropriate to the services rendered,automobile liability(including bodily injury and property damage) <br /> 8.Indemnification <br /> CUSTOMER and DEALER shall hold each other harmless from any claim,demand,liability,and cause of action or damage for actual or alleged infringement of <br /> any intellectual property rights or copyrights arising from the performance of services under this Agreement. Other than as provided above,each party agrees to hold <br /> harmless,defend and indemnify the other party against any liability,demand,claim or cause of action for personal injury or property damage due to or arising out of <br /> the acts of that party,its agents and employees, However,each party shall have no obligation to hold harmless,defend or indemnify the other from or for liability <br /> arising from the other's own intentional or negligent acts.In no event shall DEALER or CUSTOMER be liable to each other for consequential or indirect damages <br /> due to non-performance,any breach of this Agreement,or any act of DEALER or CUSTOMER or of its employees or agents.It is the intent of this section to require <br /> DEALER to indemnify CUSTOMER to the extent permitted under North Carolina law.CUSTOMER will honor all indemnity provisions under the agreement only <br /> to the maximum extent permitted by applicable law.No section of the agreement is intended to create a waiver of CUSTOMER'S rights or privileges as a sovereign <br /> entity, <br /> 9.Miscellaneous <br /> This Agreement supersedes all prior discussions or understandings between the parties. This Agreement cannot be changed or terminated orally. No modification of <br /> this Agreement shall be binding unless signed by the party against whom is sought to be enforced.Many provision of this Agreement is held to be invalid or <br /> unenforceable,the remainder of the Agreement shall still be construed as valid and enforceable.No waiver shall be deemed to be made by any party of any of its <br /> rights hereunder unless,the same shall be in writing signed by the waiving party and any waiver shall be a waiver only with respect to the specific instance involved <br /> PMA-Orange County.doc 4 <br />