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Dealer-Manufacturer Service Agreement
North American Graphic Arts
& Suppliers Association
Model Service and Maintenance Agreement
NAGASA Standard (1996-4)
Customer Name & Mailing Address:
Contact Name___________________
Contact Phone__________________
Fax__________________________
Service Commencement Date________Payable Monthly________
Quarterly________Annual________
________________, hereinafter Company, agrees to provide service and maintenance support to the above named customer, hereinafter Customer, for the equipment listed on Equipment List, (the “Equipment”), attached hereto as Exhibit A and made a part of this agreement, subject to inspection and acceptance by Company.
1. Acceptance
Acceptance of this agreement by Company is contingent upon the absence of any mathematical error and upon consistency with Company’s then current prices, and upon Company’s determination that equipment is in proper operating condition. Inspection and repairs necessary to bring equipment to proper operating condition shall be billed at Company’s then current prices. This Agreement shall not be binding upon Company unless an officer of Company approves and accepts this Agreement by signing both the Agreement and the attached Exhibit A.
2. Term
The initial term of this agreement is for one year from the service commencement date as specified on the Equipment List attached hereto and made a part hereof. This Agreement shall renew automatically for successive periods of one (1) year, on the same terms and conditions at Company’s then prevailing prices, except that it shall not be renewed if either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term of the Agreement.
3. Service Availability
Remedial service may be requested by calling the Service Dispatcher at: ____. Company will provide service and maintenance under the terms of this agreement, during Principal Period of Maintenance (PAM) as follows:
Monday through Friday___________
Monday Through Saturday________
Monday Through Sunday__________
Excluding holidays indicated:
New Year’s Day_________________
Thanksgiving Day_______________
Memorial Day__________________
Christmas Day_________________
Independence Day______________
Labor Day_____________________
Holidays that fall on Saturday or Sunday are observed on the same day declared by the Federal Government.
4. Service and Maintenance Options
(please indicate selection(s) on Exhibit A)
(a) All parts (not including expendable parts and supplies, as defined below), labor for unlimited remedial service calls during the PAM and scheduled preventive maintenance as needed.
(b) Labor only for unlimited number of remedial service calls during the PAM and scheduled preventive maintenance as needed, parts are additional;
(c) Labor only for remedial service calls and preventive maintenance as outlined in Equipment List, parts are additional;
(d) Preventive maintenance only as outlined in Equipment List, parts and remedial service calls are additional.
Preventive maintenance will be performed in accordance with Original Equipment Manufacturer’s (OEM) specifications, as determined by Company, at the frequency indicated in Exhibit A. Company shall respond, on-site, to all unscheduled remedial service requests, as follows:
Emergency Service within_____hours
Standard Service within______ hours
Except as otherwise provided herein, Company agrees to provide service and maintenance support, with respect to the Equipment listed in Exhibit A, to maintain the equipment in good working order, but company shall not be responsible for normal wear and tear or depreciation. For those options above in which parts are additional, Company shall, in its sole discretion, establish the prices it charges customers for replacement parts and components. Parts and components shall be furnished on an exchange basis and shall be selected by Company, shall be furnished on an exchange basis and shall be new or perform substantially similar to new parts and components. Replaced parts or components shall become the property of Customer and exchanged parts shall become the property of Company.
Expendable parts, such as chemicals and supplies, ink, toner, toner cartridges, developers, ribbons, drums, maintenance kits, certain fuser and heater rollers, blankets, covers, removable magnetic media, solvents, hydraulic oils, lubricants, plates, wicks, sponges, and knives are not covered by this Agreement.
5. Charges
Service and maintenance charges shall be payable by Customer in accordance with the payment terms set forth in Exhibit A. In addition, Company shall invoice Customer, at Company’s then-current hourly rates and parts prices, for services and for parts supplied which are not covered by this agreement. In addition to the part prices and service charges payable hereunder, Customer shall pay all sales and use and other applicable taxes and shipping costs related to Company’s provision of parts and services hereunder.
All charges and costs for which Company sends an invoice to Customer shall be due and payable,in full, thirty(30) days from the date of the invoice. In the event Customer fails to pay, when due, any invoice or other amount payable hereunder, Customer agrees to pay Company a late payment charge on all past due amounts equal to the lesser of one and one half percent (1.5%) per month or the highest interest rate allowed by applicable law; provided however, that this shall not be an election of remedy. Customer shall pay on demand all of Company’s costs and expenses, including reasonable attorney’s or collection agency’s fees, incurred in enforcing Customer’s obligations under this Agreement.
6. Exclusions
Service and maintenance support to be provided under this Agreement does not include repairs, replacement of parts and labor caused by, arising from, related to or made necessary by: a) use of equipment in a manner not recommended by OEM; b) failure to continually provide a suitable installation environment, including but not limited to, adequate electrical power, air conditioning or humidity control; c) Customer’s improper use, management, or supervision of covered equipment; d) accident and disaster, including but not limited to, fire, flood, water, wind, or lightening; e) electrical work, devices, cables, etc., external to the equipment; f) the maintenance of accessories, alterations, attachments or other devices not covered by this agreement; g) excessive electrostatic discharge, improper grounding, improper power line protection; h) failure of Customer to perform OEM recommended daily/weekly maintenance and cleaning; i) service providers and parts installers other than the Company; j) improperly trained and inexperienced operators.
7. Additions and Deletions
Equipment may be added or deleted from this agreement upon thirty (30) days written notice to Company, subject to written acceptance by Company.
8. Termination
This Agreement may be terminated under any of the following conditions:
(a) Either party may immediately terminate this agreement or any renewal hereof by giving prior written notice of such termination to the other party in the event such other party becomes insolvent or institutes or permits to be instituted against it any proceedings seeking its receivership, trusteeship, bankruptcy, reorganization, readjustment of debt, assignment for the benefit of creditors, or other proceedings under the Federal Bankruptcy Act or as provided by any other insolvency law, state or federal, to the extent such termination is valid under such law.
(b) Company may immediately terminate this Agreement, or may suspend services to be provided hereunder, at any time by giving prior written notice of such termination or suspension to Customer in the event Customer fails to pay, when due, any invoice or other amount due under this Agreement.
(c) Either party may terminate this Agreement for a non-monetary default, if the other party fails to perform any of its material obligations set forth in this Agreement (a “Material Default”), and such failure continues for more than thirty days after written notice is sent by the terminating party specifying the nature of the failure.
Upon termination of this agreement for any reason, Company’s obligation to provide service and maintenance support, as herein set forth, shall immediately cease and all outstanding invoiced amounts due by Customer to Company shall, notwithstanding prior invoice terms, become immediately due and payable. Any amounts paid by Customer to Company for service and maintenance support shall not be refundable. If this Agreement terminates prior to the end of any term for any reason other than Company’s Material Default, Company’s insolvency or the institution of bankruptcy proceedings against Company, Customer shall be obligated to pay Company on demand the price of a full one-year term as set forth on Exhibit A. If this Agreement terminates due to Company’s adjudged Material Default, Company’s insolvency or the institution of bankruptcy proceedings against Company, Customer shall be obligated to pay Company on a prorated basis for that portion of the terminated Agreement which runs from the Service Commencement Date, or its anniversary date for any renewal term, to the effective date of the termination.
9.1 Limited Warranty
Company warrants that services will be performed hereunder in a workmanlike manner in accordance with reasonable commercial standards. Parts are warranted against defects solely to the extent of the manufacturer’s warranty, if any. Labor provided by Company is warranted for ____ days from the date of service.
9.2 Disclaimer of Warranties
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9.1 ABOVE, REPLACEMENT PARTS, LABOR AND SERVICES ARE PROVIDED“AS IS”. COMPANY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. Hazardous Products
Customer acknowledges that there may be products covered under this agreement that may be or become, considered as hazardous materials under various laws and regulations. Company agrees to make available to Customer, safety information concerning said products. Customer agrees to disseminate such information, so as to give warning of possible hazards to persons who Customer can reasonably foresee may be exposed to such hazards, including but not limited to Customer’s employees, agents, contractors and customers. If Customer fails to disseminate such warnings and information, Customer shall defend and indemnify Company against any and all liability arising out of such failure.
11. Limitation of Liability
COMPANY SHALL NOT BE HELD RESPONSIBLE FOR COMPANY’S INABILITY TO PROVIDE TIMELY SERVICE DUE TO DELAYS. IN NO EVENT WILL COMPANY, OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES, BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, LIABILITY TO THIRD PARTIES, AND THE LIKE, ARISING OUT OF THE USE OR INABILITY TO USE THE EQUIPMENT. COMPANY’S LIABILITY TO CUSTOMER (IF ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO, AND IN NO EVENT EXCEED THE AMOUNT PAYABLE BY CUSTOMER FOR SERVICE AND MAINTENANCE SUPPORT ON THE UNIT OF EQUIPMENT INVOLVED, AS RECITED IN EXHIBIT “A” FOR THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH ALLEGEDLY GAVE RISE TO THE DAMAGES.
12. Indemnification
Each party shall indemnify and hold the other harmless from and against any claim, loss, liability, or expense, including but not limited to, damages, costs and attorney fees, arising out of or in connection with any acts of omissions of the other party and its agents and employees.
13. General
This Agreement and its attachments, as accepted by Company and Customer, supersede any previous written or oral agreements or understandings between the parties concerning the subject hereof, and constitute the entire such agreement between the parties. No amendments or additions to the terms and conditions of this Agreement shall be valid unless set forth in writing and signed by an authorized representative of each of the parties.
Waiver by either party of a breach of any of the provisions hereof shall not constitute a waiver of any succeeding breach of such provision or a waiver of such provision itself. The invalidity or unenforceability of any term or provision of this Agreement shall in no way impair or affect the remainder thereof, which shall continue in full force and effect.
This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of _______. Any disputes under the Agreement or concerning the business relationship between the parties must be litigated exclusively in the Courts of the State of _______. If, however, the parties have agreed in writing to arbitrate their disputes, the arbitration must take place exclusively in the State of _______ unless the parties have agreed to arbitrate elsewhere. The prevailing party in any action concerning this Agreement or the business relationship between the parties shall be entitled to an award of costs and reasonable attorney’s fees.
Any notice or other communication required under this Agreement shall be deemed to have been duly given if it is delivered personally or by facsimile with proof of receipt, or sent by registered or first-class mail, return receipt requested, first-class postage prepaid, to a party at the address listed below, or at such other address provided by the party.
14. Acceptance
Company Name______________________
Address____________________________
By________________________________
Printed Name________________________
Title_______________________________
Date_______________________________
Customer Name______________________
Address____________________________
By_______________________________
Printed Name_______________________
Title_______________________________
Date_______________________________
Equipment List — Exhibit A
__________(Company) agrees to provide service and maintenance in accordance with Service and Maintenance Agreement dated _____ , between __________ (Customer) and Company at the rates and on the equipment listed below:
Company Name_______________
Phone_______________________
Priced Monthly____Quarterly_____Annual_____
Model____________
Serial____________
Description____________
Service Maintenance Options
See Section 4 - a, b, c and/or d___
PM Freq____________
Price____________
Accepted
Company Signature____________Date____________
Printed Name____________Title____________
Customer Signature____________Date____________
Printed Name____________________
Title____________