WaveStar Static Transfer Switch 2000A 3-Pole
104
Ctrl Nr: PM375118-004
16.7
General Terms and Conditions
1. Agreement
a.
Equipment placed under this Agreement (Equipment) shall be in good
and maintainable operating condition. Equipment (other than
Equipment newly purchased from PDI) shall be subject to inspection
by PDI to determine if it is in good and maintainable operating
condition. The cost of the inspection and all repairs or adjustments
need by PDI shall be made at PDI's then current rates and charges.
b.
In the event any Equipment is moved to a new location during the
term of this Agreement, PDI at its option, may either (i) terminate this
Agreement only as to the Equipment being moved effective as of the
day before the move; or (ii) inspect and repair the Equipment at its
new location at Customer's expense and this Agreement shall remain
in effect on all Equipment whether moved or not. Equipment damaged
while being moved may be excluded from this Agreement by PDI if it
so elects, but the cost of inspection shall be borne by Customer.
Customer shall give PDI (30) days prior notice of any Equipment being
moved.
c.
Customer shall provide PDI representatives with the full and free
access to the Equipment, an adequate working area and a storage
area for PDI equipment, if needed. Waiver of liability or other
restrictions shall not be imposed as site access requirements. A
representative of Customer shall be on the premises during PDI's
performance of maintenance services. Customer will allow PDI to use
necessary machines, communications facilities, features and other
equipment (except as normally supplied by PDI) at no charge.
2. Service
a.
PDI will provide the maintenance services selected by Customer on
the cover sheet. All labor, parts, travel and expenses necessary to
perform the maintenance services will be provided by PDI.
b.
Remedial Maintenance - If selected on the cover sheet, PDI will
respond within four (4) hours of notice that Equipment is inoperative.
PDI will commence restoration to an operative condition subject to the
Exclusions set forth in Paragraph 4. Customer shall provide PDI
service personnel immediate access to the Equipment upon their
arrival at Customer's site. Service requested for other times (nights,
weekends, and holidays) shall be billed out at the difference of PDI's
overtime rate and standard rate unless 7x24 Coverage is specified on
the cover sheet.
c.
New or equivalent to new standard parts will be used in effecting
repairs. Parts will be furnished on an exchange basis and replaced
parts shall become property of PDI.
d.
All Equipment at each site shall have the same type of maintenance
service coverage. If Equipment is added to the Agreement, the
Service Commencement Date for this Agreement shall remain the
same and the annual maintenance cost for the added Equipment shall
be prorated for the period of its addition to the Service
Commencement Anniversary Date.
e.
If persons other than PDI representatives perform maintenance on
Equipment, or repair or alter the Equipment, and, as a result, further
repair by PDI is required to restore the Equipment to good and
maintainable operating condition, PDI may at its sole election either (i)
make such repairs at PDI's then current rates and terms, or (ii) delete
the Equipment so effected from coverage without adjustment for the
service charges for the current year.
3. Charges And Taxes
a.
Base charges and frequencies of service are set forth on the cover
sheet. All state and local levies on or measured by the Agreement or
the charge for services hereunder shall be borne by Customer
(exclusive of taxes based upon PDI's net income). All such tax shall
be separately stated on PDI invoices and shall be waived if the
Customer provides PDI necessary evidence of exemption.
b.
PDI may change charges on the Service Commencement Anniversary
Date of this Agreement by giving thirty (30) days prior written notice. If
this is a multi-year agreement, specifying on the cover sheet the
charges for the multi-year term, PDI may change the charges for
subsequent terms at the conclusion of the multi-year term by giving
thirty (30) days prior written notice. Changes in Equipment,
attachments, or features may result in adjusting of base charges.
c.
All payments for base charges, inspections and additional services
shall be due upon receipt of invoice. All accounts not paid within thirty
(30) days of invoice date shall bear interest at the rate of one and on-
half percent (1-1/2%) per month (EIGHTEEN PERCENT (18%)
ANNUAL PERCENTAGE RATE), or if such rate shall exceed the
maximum rate allowed by law in the state where the Equipment is
located, then at such maximum rate.
4. Exclusions
Maintenance service under this Agreement shall not include: (i) electrical
work or utility changes external to the Equipment; (ii) repairs
necessitated by lightning, flood, fire, or other acts of God or vandalism;
(iii) making Customer sponsored specification changes; or adding or
removing accessories, attachments, or other devices; or performing
services connected with relocation of Equipment; (iv) repair of damage
resulting from accident, transportation, neglect, abuse, misuse, failure of
electrical power, air conditioning or humidity control, causes other than
ordinary use, or failure or malfunction of attached, related, collateral or
ancillary Equipment not covered by this Agreement; use of Equipment for
purposes other than uses for which power centers are intended; and
damage due to any repairs, maintenance or alteration by other than PDI
authorized personnel; (v) service which would be impractical for PDI's
service personnel to render because of alterations in the Equipment or
its connection by mechanical or electrical means to another machine or
device; (vi) programming support; (vii) consumable parts such as printer
paper; and (viii) any other service required to put the Equipment in good
maintainable operating condition due to reasons other than normal wear
and tear.
Exceptions to the exclusions must be in writing and signed by PDI and
Customer as an addendum to this Agreement.
PDI will provide the services hereunder only with reasonable diligence
and care. PDI is not responsible for Equipment failure or failure or delay
in rendering service or maintenance due to causes beyond the control of
PDI, including but not limited to acts of God, acts of omission of carriers,
unavailability of parts, labor disputes or any and all other causes not the
fault of PDI. In no event shall PDI be liable for loss of data, loss of profits
or direct or indirect damage to other attached, related, collateral or
ancillary Equipment. PDI WILL NOT IN ANY EVENT BE LIABLE TO THE
CUSTOMER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES NOR SHALL THE LIABILITY OF PDI FOR
DAMAGES TO THE CUSTOMER EXCEED THE AMOUNT OF THE
BASE ANNUAL CHARGE APPLICABLE TO THE SERVICE ON THE
EQUIPMENT WHICH CAUSED THE ALLEGED DAMAGE TO THE
CUSTOMER.
5. General
a.
This Agreement replaces any previous maintenance or service
agreements for the Equipment and the provisions hereof shall prevail
over the terms and conditions of any orders submitted by Customer
for the service being provided hereunder.
b.
Neither this Agreement nor any rights hereunder may be assigned by
Customer without prior written consent of PDI nor may this Agreement
be modified or canceled except by a written instrument signed by PDI
and Customer.
c.
All arrangements for the procurement and installation of non-PDI
communication media (telephone, telegraph, fax, etc.) are the
responsibility of Customer.
d.
No action, regardless of form, arising out of this Agreement or any
transaction contemplated hereby may be brought by either party more
than two (2) years after it arises except for an action of nonpayment
against Customer.
e.
PDI may terminate this Agreement at any time upon written notice to
Customer if Customer fails to timely perform its obligation hereunder.
Customer represents that it owns the Equipment or is authorized to
execute this Agreement on behalf of the owner and that it will indemnify
and save harmless PDI against any claims by third parties arising out of
PDI's proper performance hereunder.
This Agreement shall be governed by the laws of the Commonwealth of
Virginia and shall only be effective upon execution by a duly authorized
representative of PDI at PDI's office in Richmond, Virginia.
