Hardware Maintenance Agreement
Between
CSB-System AG
An Fürthenrode 9-15, 52511 Geilenkirchen, Germany
and the company named on the product sheet or order confirmation the following conditions for maintenance of Hardware delivered by CSB apply:
1. Subject Matter
Subject matter of this contract is the Maintenance of Hardware by CSB. Within the framework and according to the individual provisions of this agreement, CSB shall undertake the customer service to maintain the operability of the Hardware installed by CSB on User’s premises.
2. Hardware Identification
The Hardware Maintenance applies to the Hardware precisely specified in the delivery note or the acceptance confirmation.
3. Scope of Coverage
CSB shall provide maintenance services during regular business hours (business days, Saturday explicitly excluded, from 8.00 - 17.00 hrs. CET) to maintain Customer’s ability to operate the Hardware installed by CSB and subject to 2). Outside business hours, Hardware-technical consulting (Hotline / emergency helpdesk) is available. If this agreement is concluded after a term of six (6) months upon acceptance of the Hardware, an initial inspection by CSB with regard to the maintainability of the installed
Hardware will be required. The initial inspection and, if necessary, the restoration of the maintainability of the Hardware shall be invoiced separately by CSB at the prices and conditions that are valid at the time. CSB is not obliged to perform maintenance according to the provisions of the agreement if they are the result of external influences, operating errors or changes for which CSB is not responsible or changes, attachment or support services which were not performed by CSB or which were performed by third parties without prior consent from CSB. If CSB accepts a Contract for Maintenance for User for which there is no obligation according to this agreement, then Maintenance shall be charged to User at CSB prices and conditions valid at the time.
The CSB Maintenance Contract performances overview:
- CSB is obligated to eliminate hardware failure errors.
- For service performances with regard to Hardware delivered by CSB, CSB shall provide a technical customer service free of charge.
- CSB shall provision spare or replacement parts supplied to or installed at the User company.
- For hardware maintenance by CSB at the premises of CSB or at the User company the necessary work hours are free of charge.
- The installation of temporary hardware replacements is free of charge.
- For questions from User companies regarding Hardware delivered by CSB, CSB operates a telephone helpdesk for hardware.
Travelling expenses and times shall be invoiced separately. If it is not possible to achieve an operational state for faulty Hardware units at the Customer’s premises, these units will be replaced by CSB. Parts that have been removed or replaced pass into the ownership of CSB. If maintenance or replacement is impossible due to reasons of unavailability of the faulty Hardware (technically out-of-date, production closed down at sub-suppliers) CSB separately offers these units at a surcharge for the delivery of technically improved components.
CSB shall assume the following services that are not compensated for by the agreed fees on agreement and under contract from User at the prices valid at the time:
- Work on electricity devices external to the equipment, as well as work on extensions and accessories
- Elimination of defects caused by devices not listed on the delivery note
- Elimination of defects not caused by normal wear and tear, but by external influences, such as improper use, intervention by third parties, or other circumstances beyond the control of CSB, e.g. use of operating material and equipment that does not correspond to the specifications of the manufacturer
- Supply of accessories and operating material such as ink ribbons, removable data media (magnetic tapes, removable disk storage, print heads, etc.)
- Work resulting from a change of location of the machines
4. Maintenance Contract Term
The term of the Hardware Support Agreement begins after the installation according to the product sheet or delivery note and is of unlimited duration. Subject to six (6) months’ notice it may be terminated in writing to the end of the year, but not earlier than thirtysix (36) months after the maintenance has commenced.
CSB may terminate the agreement without notice if:
- There is an arrears in payment of more than sixty (60) days of the maintenance contract
- User has defaulted on payment for CSB-Software and/or delivery of Hardware
- User has applied for insolvency procedures or if such procedure has been opened
- An additional maintenance output has accrued due to the equipment not having been repaired or maintained by CSB
- Maintenance is considerably impaired by changes commissioned by User or by connection to equipment not maintained by CSB. This does not apply to cases in which changes or connections had been previously approved.
- Device-specific environmental conditions no longer comply with the conditions of the manufacturer
- Maintenance output is no longer economically viable (spare parts prices, availability, high repair costs)
In the first three listed events, CSB is authorized to withhold maintenance services until such reasons for termination no longer apply.
Upon expiration of the usual tax related degradations/asset depreciation times, CSB is entitled, in the last three events, to eliminate the hardware components in question from the maintenance scope without notice.
5. Maintenance Charge
The maintenance charge is the fix remuneration fee for the equipment named under section 2 and the services named under section 3 of this contract. At the end of each year, CSB has the right to adjust the amount of the Maintenance charge in line with cost development. The additional costs in connection with the Maintenance, such as accessories, data and program media, ribbons, print heads, installation material, shipping and handling as well as travel costs and travel time shall be invoiced separately.
In case of a configuration Hardware change (exchange, equipment reduction), the Maintenance charge will be adjusted accordingly starting the first month after CSB received the confirmation of scrapping including the equipment serial number.
The current applicable maintenance charges are listed in the Price List for Services.
6. Liability
CSB assumes liability only in those situations that are expressly regulated in these Terms and Conditions and only in the event that such liability is incurred by gross negligence or premeditated injury of obligation.
Irrespective of legal ground, liability on the part of CSB is limited to EUR 12,500.00 or the Maintenance charge of such machine causing the damage or that is subject matter of, or directly related to the claim, respectively.
7. User Obligations
Before User delivers a machine to CSB for Maintenance he shall remove all programs, data, data media as well as all additional equipment, changes and attachments not supplied by CSB and ensure that the programs and data are backed up. Before User makes
use of the CSB Maintenance Services, User shall run the error detection procedure of CSB, in particular the diagnosis program, and inform CSB of the results.
8. Maintenance Sub-Contracts
CSB is entitled to enter into maintenance sub-contracts in their own name and on their own account to sustain the maintenance performance for User according to section 3 and for the equipment according to section 2 of this agreement.
9. Validation of these Terms and Conditions
The Terms and Conditions apply, unless otherwise agreed upon in writing by both parties. In no event shall any terms and conditions by User apply. Any modification to or deviation of the content of this agreement shall not be valid, unless such modification or deviation has been confirmed in writing by CSB.
In addition, the General Delivery and Payment Terms and Conditions for the Purchase of Hardware and Software License, as well as the Prices for Services, Deliveries, and Performances, and the Terms and Conditions for Leasing of CSB apply. The latest terms and conditions shall always apply.
10. Applicable Law, Place of Fulfillment and Jurisdiction, Severability Clause
10.1 The contractual obligations of both parties are applicable to erman Law exclusively. However, German international civil law applies exclusively for par. 27 clause 1 and 3 and par. 34 EGBGB.
10.2 Place of fulfillment and jurisdiction for all matters arising from current and future business dealings of both parties, for any reason, is Düsseldorf, Germany. However, CSB reserves the right to pursue claims at a valid jurisdiction of the Purchaser/Licensee.
10.3 Should individual provisions of this agreement become completely or partially invalid or loose their enforceability, the validity of the remaining agreement will not be affected. In such a case, CSB and Purchaser/Licensee shall replace the invalid clause with a valid clause that bears closest resemblance to the economic purpose of the invalid clause.
CSB-System AG, An Fürthenrode 9-15, 52511 Geilenkirchen, Germany
Version July 01, 2011
