AGREEMENT
BETWEEN A COMPANY
AND THE
CONTRACTORS
FOR THE
MAINTENANCE OF COMPUTERS FOR A FIX PERIOD
THIS AGREEMENT made at ________ on
this________ day of ________ 20____, between ______________, 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 to mean and include its successors and assigns) of the ONE PART and TNT
Computers Pvt. Ltd., a company incorporated under the Companies Act, 1956 and
having its registered office at ________ hereinafter referred to as "the
TNT", 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 the company has purchased 5
computers, the details of which have been given in the Schedule hereunder
written, hereinafter referred to as "the said Computers" from TNT on
________ and TNT offered free service of the said computers for a period of one
year from the date of purchase of the said computers.
AND WHEREAS after the expiry of free
service period, the company has requested TNT to provide service of the said
computers for a period of one year, which TNT has agreed to provide on the
terms and conditions hereinafter contained.
NOW
THESE PRESENTS WITNESS AND THE PARTIES HERETO AGREE HEREBY AS FOLLOWS:
1.
TNT will provide at the company's office all labor,
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 TNT. Services provided by TNT
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 by 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 authorized TNT's service
representative. Preventive maintenance is limited to two regular work days
unless, at the discretion of TNT, 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 TNT 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 TNT hourly rate.
(c)
Assembly repair is unscheduled repair of returnable
assembly level components (printed circuit boards, power supplies, switching
units, etc.) at TNT'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 TNT 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 TNT.
Monday through Friday 7.30 A.M. to 4.00 P.M.
(Excluding TNT holidays)
Saturday N/A TO
NIA
Sunday NIA TO
NIA
3.
The response time is 48 hours. TNT shall respond to
a request for remedial maintenance or technical support within the specified
response time measured in clock hours. Availability of TNT personnel and
telephone answering service is limited to the specified period of coverage.
"Response Time" is defined as the duration of time necessary for TNT
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 TNT with additional information needed to assist in such
company's request completion, or the embarkation of TNT personnel for arrival
at the company's equipment site.
4.
TNT 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 re-installation made by other than TNT personnel or without TNT'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 TNT. If support services are required as a result
of the causes stated above, such service shall be provided at TNT standard
service rates for labor, travel and material in effect at the time of service.
TNT 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.
TNT 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 TNT 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 TNT. 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,
TNT at its option, shall supervise the dismantling and packing of the product
and shall inspect and re-install the products at the new location. These
services, if provided, shall be at additional charge based on TNT's standard
service rates in effect at the time. The company shall furnish all labor and
materials for the dismantling, packing and placement of the products during
relocation.
7.
TNT's services do not include:
(i)
Operating supplies and consumables;
(ii)
Refinishing the products or furnishing materials
for that purpose;
(iii) Electrical work external to the products;
(iii)
Maintenance of accessories, attachments or products
not specified herein or on subsequent orders; or
(iv)
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 TNT. 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 TNT's invoice.
10.
The TNT
shall submit invoice for charges in advance or as soon as it become 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 TNT, 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.
TNT reserves the right to withhold without liability,
but with prior written notice, any services authorized 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 TNT'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 it 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, TNT
may elect to cancel the unfulfilled
part of this Agreement without refund or liability for said unfulfilled part.
14.
TNT'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 lime 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 TNT.
IN WITNESS WHEREOF the parties have
executed these presents on the day and year hereinabove written and in the
manner hereinafter mentioned.
Signed and delivered by
_________________, the within
Named company, by its Managing
Director Shri________.
Signed and delivered by TNT
Computers Pvt. Ltd., the
Within named TNT, by its
Marketing Director Shri____________.
WITNESSES;
1. ________________.
2. ________________.
No comments:
Post a Comment