Herein lies a Service Agreement Contract between Cantec (Galway) Ltd., hereafter called “the Company”or“Cantec.ie,”and [your company], hereafter called the “Client.”
I. SERVICE. In return for contract cover (paid up to date), the Company from the date of installation of the equipment, will service, as per Equipment Purchase Order and Maintenance Schedule, for the Client throughout the duration of Agreement, the equipment covered herein, in accordance with said Schedule, so as to maintain it in efficient operation condition, including all workshop repairs.
II. EQUIPMENT ACCESS. It is agreed that all work will be performed on the Client's Premises, unless, in the opinion of the Company, the work must be performed in one of the Company's service workshops. The Client agrees to give the Cantec.ie representative full and free access to the equipment and supplies. All work will be performed during normal business hours (normal working hours being 08.30 to 17.00 Monday to Friday, excluding public holidays).
III. EXCLUSIONS DUE TO DAMAGE. Damage by abuse, accident, theft, damage due to repairs affected by someone other than an authorised Cantec.ie representative or an appointed key operator, and damage to accessories is excluded. If materials other than those supplied by Cantec.ie are used, the Company's responsibility under the Agreement will cease.
IV. RIGHT TO REVISION. The Client hereby agrees the Company's right to review and revise the toner price and the price per copy charged where block billing is utilized and as costs may change during the duration of the Service Agreement.
V. COST PER COPY. The cost-per-copy assumes the average coverage area of 5% for each of the four colours (Black, Cyan, Magenta, Yellow). In the event that average coverage happens to be greater than 5%, the Company reserves the right to charge for the cost of excess toner.
VI. FORCE MAJEURE. Cantec.ie is in no way liable for consequential loss or damage of any kind arising from the performance or non-functioning of the equipment. Cantec.ie shall not be responsible for delays or its inability to service or inspect, caused directly or indirectly by strikes, accidents, embargoes, Acts of God, or any other event beyond its control including excessive voltage or lightening.
VII. BLOCK BILLING. It is agreed that, where block billing is utilized, the agreed number of copies are to be invoiced until further notified in writing by the Client at the time of re-invoicing. Copies purchased will be re-invoiced only under block billing. Payment becomes due on invoice. The Company reserves the right to withhold service and supplies in the event of non-payment, while we seek payment.
VIII. GUARANTEE. The Company will guarantee to provide Supplies and Service for a minimum of 3 years from the installation date (applicable to new machines only).
IX. NON-TRANSFERABLE. This Agreement is with the Client named above, and is not transferable to a third party.
X. PROPERTY OF PARTS. All Drums and Consumables, including Parts Fitted, remain the property of Cantec (Galway) Ltd. until deemed consumed to satisfaction by Cantec.ie.
XI. CONTRACT LIFE & RENEWAL. After initial term agreement, renewal is automatic at the end of the twelve-month period on all Minimum Annual Billings and thereafter annually, unless terminated in writing by either company, allowing 30 days notice. At the end of the Service Plan selected (Starter – 1 year; Plus – 3 years; Premium – 5 years) in which Contracted Term Agreement terminates, the Client has the option to upgrade the Service Plan or continue ex Parts and ex Toners. Minimum Annual Billings are invoiced in advance and the Client will be liable for failure to pay said invoices.
XII. SECONDARY LIFE CONTRACT. The Service Agreement Contract Duration is that of the Service Plan selected (Starter – 1 year; Plus – 3 years; Premium – 5 years), after which time the Service Plan is Upgraded (from Starter to Plus/Premium or from Plus to Premium) or a new Secondary Life Contract takes place automatically. Such a Secondary Life Contract will cover Labour, Call-Outs, and Chip Upgrades as necessary. It may be based on a Minimum Annual Bifex Bill or per copy depending on usage and residual life of machine. The Secondary Life Contract does not include Toners or Parts. Any extension to the Initial Contract is based on signing a new Secondary Life Contract, as will be advised nearing completion of Initial Term Agreement; Cantec.ie will endeavor to provide Toners and Price error where available.
XIII. TERMINATION. The Service Agreement may be terminated by either party by notification in writing with 30 days notice and subject to payment for early termination. The settlement figure for early termination by the Customer will equal the sum of the average monthly or quarterly service charge for the remainder of the term.
The conditions of Sale set out below do not conflict with the Company’s policy of supplying equipment of first class quality, design, material, and workmanship. They are chiefly intended to be a protection against unreasonable claim. No report, representation, or statement made by any of our Representatives shall be binding, this document alone evidencing terms of our offer. The Contract of Sale is to be constructed in accordance with the law of the Republic of Ireland and shall not be assignable without our written consent.
I. ACCEPTANCE OF QUOTATION AND CONTRACT. Unless previously withdrawn any quotation is open for acceptance within 30 days from the date thereon. The Client’s written acceptance of a quotation must be accompanied by sufficient information to enable us to proceed with the order. Each Quotation, Active Purchase Order System, Signed Sales Order, or Confirmed Lease and Delivery in Full, is based on assumptions as to the requirements of the Client. Should the supplied information show such assumptions to be invalid, we shall not be bound by the order unless it is confirmed on a revised quotation by Cantec.ie. In the event of the Client’s Order form containing specially printed conditions, the Client’s order will only be accepted on the understanding that its conditions are not at variance with our own or if there is any variance that such variance has been waived by the Client. All quotations are made and orders accepted subject to the goods being available.
II. DELIVERY. The delivery period will date from the actual receipt by Cantec.ie of the Client’s Accepted Quotation or Purchase Order System and such information that will enable us to proceed. Clients will be fully responsible for any goods delivered by Cantec.ie or on our behalf to their premises even though they have not been invoiced. We will do our utmost to ensure prompt delivery of goods ordered but will not be held responsible for any claims for inconvenience or loss on the part of the Client caused by delays in the delivery from whatever cause; nor is any specific delivery date to be considered an essential part of the contract, unless so stated on the Contract and Service Agreement as accepted by Cantec.ie. Damaged or missing goods must be reported in writing to Cantec.ie within five days of advice of dispatch, otherwise we will be entitled to refuse compensation.
III. PRICES. All prices quoted are subject to revision if increases in the cost of materials, labour, freight, revaluation of currencies, import duties or other circumstances arising before completion of the order, render such action necessary. All goods will be invoiced at prices current on the day of delivery. Where prices quoted do not include taxes, it is understood that the Client will be required to pay any taxes applicable at the rate in force at the date of the invoice. Cantec.ie reserves the right to revise prices as it deems necessary.
IV. PAYMENT. Terms of payment are immediate on delivery of the equipment, and payment may not be refused or delayed because of any faults in the goods which we undertake to correct under the terms of the Guarantee unless the fault has been notified to Cantec.ie in writing within 30 days of delivery.
V. MAINTENANCE AGREEMENT — COPIERS. In the case of copiers (other than a model using cartridge system), it is a condition of sale that service will be provided under the terms of the Equipment Purchase Order and Service Agreement at the copy charge rates appropriate for the model being purchased. Copy of Agreement to be signed at time of installation. Cantec.ie reserves the right to revise prices as it deems necessary.
VI. MAINTENANCE AGREEMENT — OTHER PRODUCTS. Service Agreements must be signed for all other products and additional costs where applicable will be automatically invoiced and due for payment within 30 days of delivery.
VII. TITLE OF GOODS. Title of all goods shall not pass until the goods are paid for in full. Risk in the goods shall pass on delivery.
VIII. LOSS OR DAMAGE. Save as herein expressly provided, Cantec.ie shall not be liable for any consequential or other loss, damage, injury, or expenses whatsoever arising out of the use of the goods or programs or documentation necessary for the inception of specially written programs or for faults (if any) arising out therein, and the Client shall indemnify Cantec.ie against such and every claim by any party in respect thereof.
IX. FORCE MAJEURE. Every effort will be made to carry out the contract, but its due performance is subject to cancellation by Cantec.ie or to such variation as we may find necessary as a result of inability to secure labour, materials, supplies as a result of any Act of God, War, Strike, Lockout or other labour dispute, fire, flood, drought, legislation or such other cause (whether of the foregoing class or not) as may be agreed by the Client.
X. CANCELLATION. Orders, including Service Agreement Contracts to run uninterrupted for a period of no longer than five years, accepted by Cantec.ie cannot be cancelled by the Client except upon terms which will indemnify us against any actual or anticipated loss and expenses, including Fitted Parts.
XI. All orders are subject to final acceptance by the Board of Directors of Cantec (Galway) Ltd. and to Cantec.ie’s Standard Terms and Conditions.
1) In consideration of Cantec.ie supplying to the Client the Copier listed and providing all necessary maintenance service under clause 4 (together the 'Services'), the Client agrees to purchase the agreed monthly copy volume per copier quarterly in advance at the agreed price per copy (as specified in the Schedule herein). The Client shall pay for the copies within 30 days from the date of Cantec.ie's invoice. Additional copies used during any six month period will be charged at the then current rate. Copy charges are based on A4 size, sizes larger than A4 being charged as two copies.
2) Following installation in accordance with clause 4, the Copier will remain the property or Cantec.ie and the Client shall be absolutely liable for any accidental damage to or loss of the Copier.
3) If the Client wishes to purchase a larger or smaller monthly copy volume at a varied price per copy, such varied volume will become the agreed monthly copy volume, subject to the prior written agreement of Cantec.ie.
4) Cantec.ie will, as appropriate, install the Copier, instruct the Client's key operators in the use of the Copier and provide necessary maintenance service including replacement parts and labour. Such maintenance service will be provided during normal working hours for all models (normal working hours being 08.30 to 17.00 Monday to Friday, excluding public holidays) as soon as may be reasonably possible subject to unavoidable delays and excluding calls for routine maintenance and minor adjustments. Any such maintenance service which is required outside normal working hours or which in Cantec.ie's opinion is required as a result of misuse, wilful act or negligence will be invoiced at Cantec.ie's commercial rates. Without prejudice to any other remedies available to it, Cantec.ie reserves the right to suspend its services if the Client shall default for more than 30 days in payment of Cantec.ie's invoice(s).
5) The duration of the Agreement is sixty months starting from the first day of the calendar month following installation or the date of signature hereof by the Client whichever is the later and will continue thereafter from year to year, subject to termination at the end of such period or any subsequent year by either party giving the other at least 90 days notice in writing.
6) If the Client's equipment requirements change, Cantec.ie will exchange the Copier for other equipment provided such other equipment is available from Cantec.ie and the Client agrees to an appropriate adjustment in price per copy.
7) During the period of the Agreement the Client's obligations under clause 1 will continue and will not be affected by the theft or loss or destruction or damage to the Copier and in the-event of such theft, loss or destruction of or damage to the Copier during the period Cantec.ie will at its discretion replace and/or repair the Copier with the same or the similar equipment.
8) Cantec.ie reserves the right to increase the price per copy in line with increases in either the consumer price index or increases in Cantec.ie's labour, material, and other costs, whichever is the greater.
9) This Agreement constitutes the entire agreement between the Client and Cantec.ie and no representation, term, or statement not contained in this Agreement will be binding on Cantec.ie unless the same is given in writing and signed by a director of Cantec.ie.
10) The Client will not (a) assign the Agreement to a third party or (b) remove the Copier from the installation address.
11) The Client will use for the Copier only supplies provided by Cantec.ie (save that the Client may use alternative plain paper supplies, provided the use of such paper has been approved in writing by Cantec.ie's Service Centre). For the avoidance of doubt, in the event that the Client uses paper other than that supplied by Cantec.ie,
a. Cantec.ie gives no undertaking regarding the quality of the copies produced on such paper, and
b. The Client shall be responsible for any damage to the Copier which arises as a result of the use of such paper.
12) If the Client defaults on its obligation to pay any sums invoiced in accordance with clause 1, Cantec (Galway) Ltd. may:
a. Charge interest on such sum from the due date for payment at the current annual rate above the base lending rate from time to time of the Bank of Ireland, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment, and the Supplier may claim interest and the Client shall pay the interest immediately on demand;
b. Suspend all Services until payment has been made in full.
13) If the Client (a) shall make default on any sums payable hereunder or (b) commits any breach of any term or condition of this Agreement whether express or implied or (c) being a limited company calls any meeting of creditors, has a Receiver appointed or enters Into liquidation (other than a voluntary liquidation for the purposes of reconstruction) or (d) not being a limited company has committed an act of bankruptcy or enters into or arranges a composition with his creditors, then and in any such event Cantec.ie will be entitled to enter the premises at which the Copier is/are installed and to take possession thereof and this Agreement will be automatically terminated. Termination of this Agreement will not discharge any pre-existing liability of the Client to Cantec.ie and on such termination, Cantec.ie will be entitled to recover from the Client such common law damages as suffered by reason of such termination and the Client will immediately become liable to pay to Cantec.ie an amount equal to the agreed monthly copy volume multiplied by the agreed price per copy, multiplied by the number of months remaining under the term of the agreement as set out in clause 5. For the avoidance of doubt, any obligation of the Client to make payments shall survive the termination of the Agreement in accordance with this clause.
14) All rights and title to the supplies delivered to the Client will be reserved to Cantec.ie until the time of receipt by Cantec.ie of (a) all sums payable in respect thereof and (b) any other sums due from the Client at the date of delivery on any other account and until such payments have been received in full. Cantec.ie may repossess the supplies and thereafter resell the same and for this purpose, the Client grants an irrevocable right and license to Cantec.ie's representatives and agents to enter upon all or any of its premises with or without vehicles during normal service hours (as defined in clause 4). This right will continue notwithstanding the termination of this Agreement through the happening of any of the events specified in clauses 5 and 13 and without prejudice to any accrued rights of Cantec.ie. Until payment as aforesaid, the Client will hold and store the supplies as bailee of Cantec.ie in such a place and way that they are clearly readily identifiable as Cantec.ie's property.
15) Where more than one copier is supplied and maintained by Cantec.ie, this Agreement will be construed severalty and distinctly in respect of each sum copier and any failure in respect of any one copier shall not prejudice or affect the rights and liabilities of the parties in respect of each other copier supplied and maintained.
16) The Client shall indemnify Cantec.ie against any and all claims, costs, and expenses whatsoever and in any manner arising from the Client's use or possession of the Copier and against all loss, damage, or expense whatsoever arising from any action, suit, or proceeding or otherwise on account of any personal injury or death or damage to property occasioned by the Copier or its/their use during the continuance of this Agreement.
17) The Client shall not rely on any representation as to quality of the Copier or as to its/their fitness for any particular purpose unless the same shall have been made by Cantec.ie in writing.
18) The terms implied by section 39 of the Sale of Goods and Supply of Services Act 1980 are hereby expressly excluded.
19) It is expressly understood that the ownership of the Copier remains with Cantec.ie and does not pass to the Client by virtue of this Agreement and that the Client has not and never shall have any right or equity to purchase the Copier or otherwise to acquire the property therein.
20) No neglect, delay, or indulgence on the part of Cantec.ie in enforcing the terms and conditions of this Agreement shall prejudice the strict rights of Cantec.ie hereunder or be construed as a waiver thereof.
21) Cantec.ie will only be liable in respect of direct loss suffered by the Client as a result of the failure of Cantec.ie to comply with its obligations under this Agreement and will not be liable for consequential loss of any kind howsoever arising. Cantec.ie's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, or restitution of otherwise arising in connection with the performance or contemplated performance of this Agreement shall be limited to the price paid for the Services.
22) This Agreement shall in all respects be interpreted in accordance with the laws of the Republic of Ireland.
23) Where there are two or more Clients, each shall be severally, as well as jointly liable to Cantec.ie for the due performance and observance of the terms and conditions of this Agreement and any Notice given to anyone of such joint Clients shall be good Notice to all such Clients. Any Notice to be given by either party to the other may be sent by ordinary pre-paid post to the registered office or other last known address of the party to be served therewith and if so sent shall be deemed to have been received by the addressee 24-hours after the posting of same.
24) The Client shall procure that the Copier is insured on an appropriate insurance policy (to the amount noted in the Schedule herein) and shall procure that the interest of Cantec.ie in the Copier is noted on that policy.
25) This Agreement will for all purposes be deemed to have been made and completed at Cantec.ie's registered office and constitutes the entire Agreement between the Client and Cantec (Galway) Ltd. and no representation, term, or statement not contained in this Agreement will be binding on Cantec.ie unless the same is given in writing and signed by a director of Cantec (Galway) Ltd.
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