Agreement Between A Company And The Contractors For The Maintenance Of Computers For A Fixed Period
THIS AGREEMENT made at………………on
this………………day of………………20……… between X Y Co. Ltd., a company incorporated under
the Companies Act, 1956 and having its registered office at ...........
(hereinafter referred to as "the Company", which expression shall,
unless it be repugnant to the context or meaning thereof, be deemed tomean and
include its successors and assigns) of the ONE PART and Alpha Computers Pvt.
Ltd., a company incorporated under the Companies Act, 1956 and having its
registered office at ........... hereinafter referred to as "the
Alpha", which expression shall, unless it be repugnant to the context or
meaning thereof, be deemed to mean and include its successors and assigns) of
the OTHER PART.
WHEREAS
(1)
The company has purchased 5 computers, the details of which have been given in
the Schedule hereunder written, hereinafter referred by company to as "the
said Computers" from Alpha on………………and Alpha offered free service of the
said computers for a period of one year from the date of purchase of the said
computers.
(2)
After the expiry of free service period, the company has requested Alpha to
provide service of the said computers for a period of one year, which Alpha has
agreed to provide on the terms and conditions hereinafter contained
NOW THESE PRESENTS WITNESS AND THE PARTIES HERETO AGREE HEREBY AS FOLLOWS:
(1) Alpha
will provide at the company's office all labour, parts and material that it
deems necessary to maintain in good operating condition the said computers.
Replacement parts shall be new or their equivalent, replaced parts become the
property of Alpha. Services provided by Alpha include and are limited to the following:
(a)
Preventive maintenance is maintenance and includes cleaning, adjusting,
lubricating, inspecting, testing and calibrating procedures designed to endure
proper operation, reduce product failure and/or
extend
useful product life. This maintenance will be performed according to the
procedures and at the frequencies recommended the company. Preventive
maintenance will be performed at company office at the company's facility
during the contract period (regular business days/hours), as mutually agreed or
coincident with remedial maintenance, by authorised Alpha's service
representative. Preventive maintenance is limited to two regular work days
unless, at the discretion of Alpha, additional days are necessary to complete
the preventive maintenance, such days not to exceed five working days. Remedial
maintenance during a preventive maintenance that requires additional days will
be charged as remedial maintenance call or at the current hourly rate if all
remedial calls have been used.
(b)
Remedial maintenance is unscheduled maintenance at the company's facility.
Remedial maintenance includes the diagnosis and correction of product
malfunctions and failures. Remedies may consist of temporary procedures to be
followed by the company while a permanent remedy is being sought. Remedial
maintenance will commence during the period of this agreement and will continue
uninterrupted as long as reasonable progress is being made or until the
product(s) is/are operational. If Alpha determines that additional parts or
resources are required, service will resume as soon as these parts or resources
are available. After all remedial maintenance calls have been used, additional
remedial maintenance will be allowed at the current Alpha hourly rate.
(c)
Assembly repair is unscheduled repair of returnable assembly level components
(printed circuit boards, power supplies, switching units, etc.) at Alpha's
factory. Assembly repair includes the diagnosis and correction of product
malfunctions and failures. Assembly repair will commence during the period of
coverage and will continue uninterrupted as long as reasonable progress is
being made or until the product(s) is/are operational. If Alpha determines that
additional parts or resources are required, service will resume as soon as
these parts or resources are available. The number of repairs of assemblies
related to equipment covered under this agreement is unlimited.
(2)
The periods of coverage specified below shall uniformly apply to all products
covered by this Agreement. The company may request a change in the specified
periods of coverage at any time. Such change is subject to written approval by
Alpha.
Monday through Friday 7.30
A.M. to 4.00 P.M.
(excluding Alpha holidays)
Saturday N/A To
N/A
Sunday N/A To N/A
(3)
The response time is 48 hours. Alpha shall respond to a request for remedial
maintenance or technical support within the specified response time measured in
clock hours. Availability of Alpha personnel and telephone answering service is
limited to the specified period of coverage. "Response Time" is
defined as the duration of time necessary for Alpha personnel to initiate
action upon a specified company request and advise the company of either action
to take to complete that particular request or action to take to provide Alpha
with additional information needed to assist in such company's request
completion, or the embarkation of Alpha personnel for arrival at the company's
equipment site.
(4) Alpha
shall be under no obligation to furnish support service under this agreement
should repair be required because of:
(i) improper use;
(ii)Natural disasters such
as flood or earthquake;
(iii)Strikes, riots or acts
of war or nuclear disaster;
(iv)Repairs, maintenance,
modifications or relocation and reinstallation made by other than alpha
personnel or without Alpha's supervision and approval;
(v)Unusual shock or
electrical damage, neglect, air‑conditioning failure, humidity control failure,
a corrosive atmosphere harmful to electronic circuitry, damage during transportation
by the company or causes other than ordinary use; and
(vi)Failure by company to
maintain the site specifications recommended by Alpha. If support services are
required as a result of the causes stated above, such service shall be provided
at Alpha standard service rates for labour, travel and material in effect at
the time of service. Alpha may also, at its option, terminate this agreement as
a result of the causes stated above. Termination is subject to the guidelines specified
under Item 8 of this Agreement.
(5)
Alpha may, at its option, with no additional charge to the company, make
modifications to improve the operation and/or reliability of the products being
serviced under this agreement.
(6)
If the company intends to relocate the products covered under this agreement,
it shall give Alpha sixty days written notice prior to any relocation of
products covered by on‑site support services being provided under this
agreement. The products moved to a location within the country of original
installation shall continue to be serviced under this agreement. The response
time and charges will be adjusted to reflect the new location. Products moved
outside the country of original installation may continue to be serviced under
this agreement, at the option of Alpha. The services to be provided and charges
for such services shall be subject to mutual agreement. For installed products
which will continue to be serviced, Alpha at its option, shall supervise the
dismantling and packing of the product and shall inspect and reinstal the
products at the new location. These services, if provided, shall be at
additional charge based on Alpha's standard service rates in effect at the
time. The company shall furnish all labour and materials for the dismantling,
packing and placement of the products during relocation.
(7) Alpha's
services do not include:
(i) operating supplies and consummables;
(ii) refinishing the products or furnishing materials for that
purpose;
(iii) electrical work external to the products;
(iv) maintenance of accessories, attachments or products not
specified herein or on subsequent
orders; or
(v) any other services not specifically described herein.
(8)
This agreement shall be for a period of one year from the date of these
presents, unless terminated by either party on not less than ninety days
written notice (given prior to the expiration of the successive period then in
effect).
(9)
The company shall pay a sum of Rs………………per month per computer for services
provided by Alpha. The said charges are exclusive of State and local use,
sales, property (ad valorem) and similar taxes. The company shall pay such
taxes and when applicable such taxes will appear as separate items on Alpha's
invoice.
(10)
The Alpha shall submit invoice for charges in advance or as soon as it becomes
applicable. Any administration charge will be invoiced in advance as soon as it
becomes applicable. Invoices for other charges will be submitted as the charges
are incurred. Unless otherwise stated in writing by Alpha, the company shall
pay all invoices submitted under this agreement within twenty days from date of
invoice.
(11
) Any attempt to assign or transfer any of the rights, duties, or obligations
herein shall render such attempted assignment or transfer null and void.
(12)
Alpha reserves the right to withhold without liability, but with prior written
notice, any services authorised by the company under this agreement, if the
company is delinquent in payment for any services, and to change the credit
terms herein when, in Alpha's opinion, the financial condition or previous
payment record of the company so warrants.
(13)
In the event of any proceedings, voluntary or involuntary, in bankruptcy or
insolvency or winding‑up by or against the company or in the event of the
appointment, with or without the company's consent of an assignee for the
benefit of creditors, or of a receiver, Alpha may elect to cancel the
unfulfilled part of this Agreement without refund or liability for said
unfulfilled part.
(14) Alpha's
failure to exercise any of its rights hereunder shall not constitute or be
deemed waiver or forfeiture of such rights.
(15) Any
notice required to be given hereunder shall be given in writing at the address
of each party set forth within or to such other address either party may
substitute by written notice to the other.
(16)
All disputes and differences of any kind whatever arising out of or in
connection with this agreement shall be referred to the arbitration and final
decision of an arbitrator to be agreed upon and appointed by the parties or in
case of disagreement as to the appointment of a single arbitrator, to the
appointment of two arbitrators, one to be appointed by each party and if there
are two arbitrators, they shall before taking upon themselves the burden of
reference appoint an umpire. The arbitrator or
arbitrators,
as the case may be, shall make his or their award within one year or such
further extended time as may be decided by him or them, as the case may be,
with the consent of the parties the date of entering on the reference. This
submission to the arbitrators shall be deemed to be a submission to arbitration
within the meaning of the Indian Arbitration Act, 1940 or any statutory
modification thereof. The award of arbitrator or arbitrators, as the case may
be, shall be final and binding on the parties.
(17)
This agreement shall be executed in duplicate. The original shall be retained
by the company and duplicate by the Alpha.
IN WITNESS WHEREOF the parties have executed
these presents on the day and year hereinabove written and in the manner
hereinafter mentioned.
WITNESSES
1. Signed and delivered by X Y Co. Ltd.,
the within named company, by its Managing Director
Shri .........
2. Signed and delivered by Alpha Computers
Pvt. Ltd., the within named Alpha, by its Marketing
Director Shri .....................
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