|
E 1141,i,
<br /> rie•
<br /> XEROX 0'1.) issue Date
<br /> July 31,1985
<br /> XEROX COMMERCIAL TERM LEASE TERMS AND CONDITIONS
<br /> XEROX CORPORATION,XEROX SQUARE, ROCHESTER, NEW YORK 14644
<br /> )C - AlloXIMAIIIINXIIIINXIMIIIIAIII.Id ,I,d e■
<br /> THIS AGREEMENT MAY NOT RE CANCELLED OR TERMINATED BY CUSTOMER PRIOR TO THE
<br /> ell:
<br /> END OF ITS TERM EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN,
<br /> . —
<br /> ''.■■,77
<br /> 1.AGREEMENT applicable service poficy. Xerox will remove used Xerox de-
<br /> A, The Xerox Order Agreement Xerox Commercial Term Lease veloper from the Customer's premises onless Customer
<br /> Terms and Conditions and the applicable, Xerox Price Usts specifically requests otherwise.
<br /> and any other documents,receipt of which is ecknowe•ged D Customer make available Key Operators or Sys- e,-
<br /> •,,,,,,
<br /> by Customer's initials on the Xerox Order Agreement shall terns Administrators for Equipment. Training,if any, will ..
<br /> constitute the entire agreement between Customer and provided in accordance with the applicable Price List in effect We',
<br /> .,
<br /> Xerox regardless of inconsistent or additional understand- on acceptance of the Order Agreement. . ,
<br /> ,te
<br /> ings or commitments,or terms and conditions in Customer's 4.UMITED WARRANTY ..e,
<br /> purchase orders or other documents submitted to Xerox, A. During the Term Lease, except as set forth below, Xerox
<br /> This Agreement may be amended only by a written instru- will, without additional charges, make all necessary adjust- V,
<br /> ment executed by both parties, merit,repairs and parts replacement to keep Equipment and "•;',..,-6
<br /> B. Except where credit approval has been previously granted by if applicable, Upgrades in good working order. Replaced ,e4k
<br /> Xerox with respect to the transaction covered by this Agree- parts will become the pro•=rty of Xerox.
<br /> ment, Customer agrees that Xerox'Credit Department may B. Xerox will not be required to perform maintenance made
<br /> conduct a credit investigation, if credit approval is not necessary due to accident,failure of electrical power,unau- lee
<br /> ,°...e.
<br /> granted,notwithstanding delivery of Equipment, Xerox may thorized Equipment alterations,tampering,causes other than 4,,,,'"..t•ne
<br /> revoke this Agreement by written notice to Customer within ordinary use, interconnection of Equipment by electrical, ii?,•`,A
<br /> eee
<br /> sixty(60)days of its Effective Date.If revocation pertains to electronic, or mechanical means with noncompatible equip- ree,:e4,
<br /> purchase of ln-Place Equipment, Customer's prior contras ment,Or failure to use Xerox Operating System Software or
<br /> tual obllgationa relating to the Equipment remain in full force use of unauthorized modified Xerox Operating System '4';.', 1,
<br /> ,,..•.,
<br /> and effect, Software.If Xerox chooses to provide maintenance which is 'e,',1r
<br /> 2.EQUIPMENT INSTALLATION made necessary as a result of any of the above-enumerated
<br /> A. Equipment other than In-Place Equipment will be newly causes, such maintenance shall be billed to Customer at
<br /> manufactured, remanufactured or used as indicated on the Xerox'then current Time and Materials rates.
<br /> Q,
<br /> ,
<br /> Price iis, C, Xerox will not provide maintenance if the E. ipmerrt is in an area ''
<br /> B. Xerox shall install Equipment at the installation address Mice does not conform to Xerox'published space,electric or 'VI'
<br /> identified on the Equipment Order Agreement unless(a)Cue- environmental requirements, Customer agrees to provide ec- .7q:
<br /> tomer requests delivery without installation;(b)Equipment is
<br /> designated as direct shipped or Customer Installable on the
<br /> case to a telephone, aceeuate storage space and adequate
<br /> Ve
<br /> working space for the use of Xerox Service personnel at no
<br /> applicable Xerox Price List;tel Equipment is to be shipped to charge to Xerox.Customer agrees to provide Xerox access to
<br /> a location where Xerox does not service equipment the Equipment and shall have a representative on-site when
<br /> furnished pursuant to the Xerox Equipment Services Agree- Xerox personnel are performing maintenance,
<br /> merit; or (di Customer has not prepared installation site in D. Xerox shall only provide maintenance within the continental ..e,1,
<br /> accordance with electrical, space,environmental, and other limits of the United States unless otherwise indicated in the ' t'
<br /> requirements contained in the applicable Price Lists or appro- applicable Xerox Price List.
<br /> relate data sheet, E. Customer claims concerning Xerox' failure to repair Equip-
<br /> C, For Xerox installed Equipment, Equipment Installation Date mere or Upgrade(s)pursuant to warranties set forth above e,
<br /> will be the date on which Xerox determines Equipment to be must be made in writing addressed to the Service manager „ ,ee
<br /> operating in accordance with Xerox standards as demon- of the Xerox location providing maintenance hereunder.Such •",,
<br /> strated by Xerox successfully heeling diagnostic routines, claim must be sent to Xerox no later than thirty (30) days
<br /> . For In-Place Equipment, Equipment Installation Date will be after Customer learns the facts on which such claim is based. ..l• ' 1
<br /> •
<br /> , • 1
<br /> the date Customer executes the Xerox Order Agreement 5.DISCLAIMER OF WARRANTIES AND UMITATION OF
<br /> pertaining to the purchase of such Equipment,For Equipment uAsiurf AND REMEDY
<br /> •
<br /> designated as Customer Installable on the Price List, the A.THE WARRANTIES EXPRESSED HEREIN ARE EXCLU.
<br /> Equipment installation Date will be three(3)days after ship- SIVE AND IN UEU OF ANY IMPLIED WARRANTY OF f.-.'.
<br /> merit. For other Equipment,the Equipment Installation Dale MERCHANTABILITY, FITNESS FOR A PARTICULAR ',■% *
<br /> will be the date Customer receives Equipment, PURPOSE OR OTHER WARRANTY EXPRESS OR
<br /> D. Customer agrees to keep Equipment at the Installation Ad- IMPLIED.
<br /> dress(es) and not move It from that location without prior 8. The liability of Xerox for breach of any warranty hereunder is
<br /> written consent of Xerox, which shall not be unreasonably limited to the r:e=r or replacement of Equipment or supplies ,° •
<br /> withheld. Customer agrees to be responsible for all costs on which the liability is 1.:sed.If Xerox agrees that it cannot )ete
<br /> associated with relocation initiated by Customer. Costs will repair or replace Equipment other than Engineering and 1 .
<br /> include all applicable installation,removal and special rigging Graphics Products Equipment,Xerox shall replace the Equip- i
<br /> charges at the rates in effect at time of relocation. ment with a different model of equipment with comparable
<br /> 3.EQUIPMENT USE capabilities and Xerox shall increase the maintenance corn- 1- .
<br /> A, Customer agrees to use Equipment in a careful and proper ponent of the minimum monthly lease payments (including i
<br /> manner Equipment will not IA•serviced by other than Xerox, meter charges, if applicable) payable hereunder to the then i e-
<br /> : , Xerox shall 1 •eve the right to inspect Equipment at any rea- current maintenance component of the minimum monthly I
<br /> , C)- sons. •time,wherever located, lease payments for the replacement equipment and Cus-
<br /> O. Customer agrees to accept the responsibility for(i)selection tamer shall pay such increase for a term equal to the re-
<br /> of Equipment to achieve Customer's intend..meths;(ii)use maining term of this Lease, if Xerox agrees that it cannot !• 1
<br /> of Equipment;and(iii)results obtained from Equipment, repair or replace Engineering and Graphics Products Equip- ie,'•
<br /> C. With respect to Equipment in which developer is utilized, merit, Xerox will accept the return of Equipment and terrni-
<br /> Xerox has the sole right to install and remove developer. nate the lease.
<br /> t:'•':.:'
<br /> Developer will be removed In accordance with Xerox' then
<br /> tr" 1
<br />
|