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1974-08Equipment Purchase Agreement lease PURCHASER AGREES TO PURCHASE AND INTERNATIONAL BUSINESS MACHINES CORPORATION (IBM) BY ITS ACCEPTANCE OF THIS AGREEMENT, AGREES TO SELL SUBJECT TO THE CONDITIONS OF SALE HEREIN SPECIFIED, THE EQUIPMENT AND FEATURES (HEREINAFTER CALLED EQUIPMENT OR UNIT(S) OF EQUIPMENT) LISTED BELOW: DESCRIPTION SEQUENCE: MACHINE TYPE, PRODUCT, STYLE, SIZE, PITCH, TYPESTYLE (MIKE, HEADSET, CONTROL, QUANTITY PANEL COLOR FOR IPE) KEYBOARD, COLOR AND MOTOR. LIST ALL DEVICES AND FONTS. UNIT PRICE EXTENDED PRICE IF EQUIPMENT IS NOW INSTALLED AND IN THE POSSESSION OF PURCHASER UNDER A LEASE OR RENTAL AGREEMENT, INDICATE THE SERIAL NUMBER, PROVIDE METER ,READING, IF COPIER. PURCHASE PRICE (EXCLUDING APPLICABLE TAXES) 104 EFFECTIVE DATE QUOTATION IF INSTALLED LEASED OR RENTED EQUIPMENT IS PURCHASED, THE PURCHASE PRICE OF QUOTATION EXPIRATION DATE IS SUBJECT TO CHANGE UNTIL THE EFFECTIVE DATE OF PURCHASE UNLESS COVERED BY A VALID QUOTATION. *NEWLY MANUFACTURED EQUIPMENT Trade -in /Exchange Equipment E/A DESCRIPTION SERIAL NUMBER NET QUANTITY ALLOWANCE TOTAL TRADE -IN AND /OR EXCHANGE ALLOWANCE CREDIT SUBTOTAL STATE AND LOCAL TAXES ADVANCE PAYMENT RECEIVED NET AMOUNT THE TERMS AND CONDITIONS ON THE REVERSE SIDE ARE PART OF THIS PURCHASE AGREEMENT PURCHASER'S NAME International Business Machines Corporation ADDRESS CITY AND STATE ZIP CODE PLEASE TYPE OR PRINT ALL INFORMATION EXCEPT SIGNATURE BRANCH.,OFFICE ADDRESS MARK FOR (ATTENTION OF) CITY, AND STATED A ZIP CODE Terms and Conditions ACCEPTANCE WARRANTY 'REMEDY Acceptance of this Agreement by IBM is contingent upon (1) a satisfactory Purchaser will be responsible for assuring the proper uce, management and sup - credit report on Purchaser and (2) with regard to the dollar amounts stated ervision of equipment Purchaser agrees that IBM will not be liable for aiiv herein, the absence of any mathematical error or deviation from IBM's stand- damages caused by Purchaser's failure to fulfill these responsibilities The fol dard prices Unless advised to the contrary within 15 days from the signing of lowing Warranty Period will apply to the equipment this Agreement or the Effective Date of Purchase for installed leased or rented Except for the purchase of installed leased or rented equipment, the Warranty equipment Purchaser may consider this Agreement to have been accepted by Period for each unit of equipment will be 90 days (one year for eh ctne IBM as written motors) commencing either upon the Date of Installation of such equipment EFFECTIVE DATE OF PURCHASE (INSTALLED LEASED OR RENTED or nine months after its delivery, whichever first occurs EQUIPMENT ONLY) For the purchase of installed leased or rented equipment, the Warranty Period The Effective Date of Purchase will be the date on or after the Effective Date for each unit of equipment will be 90 days (one year for electric motors) of Quotation on which IBM receives both this Agreement in its present form, commencing upon the date the originally ordered unit was first installed on signed by Purchaser and payment in full of the above total amount, or the rent or lease with Purchaser ANY UNIT OF EQUIPMENT PURCHASED date on which IBM receives an Installment Payment Agreement, approved for AFTER THE EXPIRATION OF THE WARRANTY PERIOD IS SOLD "AS IS" this purchase and the down payment thereunder, provided that such receipt is IBM warrants the equipment to be free from defects in material, and work - not later than the Quotation Expiration Date mansliip upon the date of the commencement of the Warranty Period in the DISCONTINUANCE FROM RENTAL OR LEASE (INSTALLED LEASED event of IBM's breach of any warranty, Purchaser's exclusive remedy will be OR RENTED EQUIPMENT ONLY) that IBM will replace broken or defective parts and make necessary equipment Equipment hereunder will be discontinued from rental under the IBM Equip- adjustments or repairs during the Warranty Penod at its expense ment Rental or Lease Agreement currently in effect between IBM and All replaced parts will become the property of IBM on an exchange bases Purchaser as of the day immediately preceding the Effective Date of Purchase All terms and conditions contained in this entire "Warranty /Remedy" section PAYMENT will apply to successive owners of equipment during the Warranty Period Purchaser agrees to pay the Net Amount set forth on the face of this Agree- LIMITATIONS ment The foregoing Warranties will not apply if equipment adjustment, repair or FOR TYPEWRITER AND INPUT PROCESSING EQUIPMENT, TRANS- parts replacement are required because of accident, neglect, misuse, failure of PORTATION WILL BE PAID BY IBM FOR ADVANCED PRODUCTS*, electric power, air conditioning, humidity control, transportation or causes ALL TRANSPORTATION, RIGGING DRAYAGE AND UNCRATING other than normal use IBM will not be responsible for failure to provide CHARGES WILL BE PAID BY PURCHASER service or parts due to causes beyond its control IBM will not be required to Except for the purchase of installed leased or rented equipment, terms are net adjust or repair any equipment or replace any part if it would be impractical to do so because of alterations to such equipment or its connection by thirty days from date of invoice unless otherwise provided in an Installment Breech- Payment Agreement between IBM and Purchaser anical or electrical means to other equipment or devices, or safety hazards exist at the location of the equipment, or if the equipment is located outside Prices are exclusive of any charges which are or may become due from Pur- the United States, Puerto Rico or the Canal Zone IBM WILL NOT BE chaser for rental or lease of equipment under the IBM Equipment Rental or LIABLE FOR PERSON I. INJURY OR PROPERTY DAMAGE EXCEPT Lease Agreement currently m effect between IBM and Purchaser THAT CAUSED BY IBM'S NEGLIGENCE IBM WILL IN NO EVENT HAVE For the purchase of installed leased or rented equipment, both this agreement OBLIGATIONS OR LIABILITIES FOR CONSEQUENTIAL DAMAGES. and payment in lull must be received by iBM not later than the Quotation Ex- NEWLY MANUFACTURED EQUIPMENT piration Date, unless this purchase is also the subject of an Installment Pay- Equipment designated on the face of this agreement to be newly man - ment Agreement approved for this purchase, in which case, an Installment Payment Agreement, signed by Purchaser, and the down payment thereunder ufactured may consist in part of used components which are warranted must be submitted to IBM (with this Agreement for rented equipment) not egaivatent to new in performance when used in the equipment later than the Quotation Expiration Date Equipment not designated on tie face of this Agreement as newly man- ufactured will be either equipment which has been reassembled at an IBM TAXES plant from new and used parts which have been thoroughly inspected, test - There will be added to the above prices amounts equal to any taxes, however ed, and checked after assembly to be free from defect in material and designated, levied or based on such price or on this Agreement or the equip- workmanship or equipment which nas been preciously installed with an- ment, including state and local pnvilege or excise taxes based on gross revenue, other IBM customer and any taxes or amounts in lieu thereof paid or payable by IBM in respect of NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE the foregoing, exclusive, however, of taxes based on net income Any personal IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A property taxes assessable on the equipment after delivery to the carrier (or on PARTICULAR PURPOSE, WILL APPLY TO EQUIPMENT or after the Effective Date of Purchase) will be borne by Purchaser PRICE PROTECTION PERIOD DEFAULT If Purchaser defaults hereunder or if a Petition in Bankruptcy rs filed by or Unless otherwise provided, the price of the equipment stated herein not against Purchaser be subject to any established price increase from the date on which this Agree- 1 IBM, rn addition to other remedies, may repossess equipment without ment is accepted by IBM to the mutually agreed to date of equipment ship- notice, and ment This price protection period will at no time exceed twelve months 2 Purchaser agrees to pay IBM's costs and expenses of collection and /or DELIVERY repossession, including the maximum attomey's fee pe,ra itted by law, IBM will ship equipment in accordance with its published Shipping Schedule said fee not to exceed 25% of the amount due hereunder in effect at the time of this Agreement Shipping dates shown in the Schedule PATENT INDEMNITY are approximate and delivery is subject to unavoidable delays IB M will defend, at its own expense any action brought against Purchaser, to *INSTALLATION the extent that it is based on a claim that the equipment supplied by IBM in- Purchaser will make available a suitable place of installation with all facility's fnnngea a United slates patent, and IBM wi,l pay those costs and damages fin- as specified by IBM and furnish all labor required for unpacking and placing ally awarded against the /rued in any suc, action which are attributable to equipment in the desired location Equipment purchased under this Agree - any such claim, but such defcrse and payments are conditioned on the follow - ment will be installed by IBM The day Monday through Friday) following mg (i) that iBM will be notified promptly in writing by the Purchaser of any that on which IBM determines that the equipment has been installed shall be notice of such claim, and (ii` that IBM will have sole control of the defense of considered the Date of Installation of such equipment for all purposes of this any action on such claim and all negotiations for its settlement or corn - Agreement IBM will notify Purchaser when the equipment has been installed peomise, and (in) shooed the eoi..pment become, or m IBM's opinion be likely TITLE to become, the subject of a WEEP of infrindge,rent of a United States patent that the Purchaser IBM, at its option and expense, either to pro - Title to each unit of equipment will pass to Purchaser on the date of shiparent Q'ilY.', for Purchaser• the , rght to eaint.nue using the egtapmcnt, to replace or from IBM, or on the date of acceptance of this Agreement by IBM whichever ,i,od'fy the se ine so teat it becomes non nfrir*ging, or to gsznt Purchaser a is later, or the Effective Date of Purchase fir installed leased or rented equ p- credit for such equipr,ierit as depreciated ono accept its return The &pre- ment . elation tail he an required anount per year over the lifetime of equipment as established by IBM BM reserves a purchase money security interest m each unit of equipment IBM will ii.ec no lea' l,ty to ?*rerchascr under aoy provision of tlos chine' with � sted herein in the amount of its purchase price These interests well be respect to ary claim of pater t mfrLugemcnt wool' is t' sed upon the cox b'riW- c satisfied by payment in full A copy of this Agreement may be filed with ho i of equipment f*irriitiirel ; cretincer with apoaratue or devices not f *_arioish- appropriate state authorities at any time after signature by the Purcriaeer as ed by .BM, nor will iEdi l,aee any liability for tI a usc of supplies not Sormsh- a financing statement in order to perfect IBM's security interest Such filing ed by 'BM in sw-h equioirent unless such supplies are a substitute for supplies does not constitute acceptance of this Agreement by IBM there available from IBM ant” any differences there between are irrelevant to TRADE IN/ EXCHANGE CREDIT the alleged rn;rrngcment The foregoing state, the entire liability of IBM with respect to tefriaigemert of patents by the equipment or any parts thereof Purchaser agrees to make available to IBM the trade -in and /or exchange equip- GENERAL ment listed on the face hereof prior to or upon Date of Installation of e: uip- ment ordered hereunder, or the Effective Date of Purchase, for ansta This Agreement is not assignable wit'lout written permission from iBM, any leased or rented equipment IBM may reduce the trade -in and /or exchange attempt to assign any rights, Jut.es or obligations which arise under this Agree - allowance(s) and increase the Net Amount shown on the face hereof if any me it oithout such permccaion shall be void trade -in and /or exchange equipment, when received, is not in substantially the This Agreement will be govesncd by tie laws of the State of New York and game condition as when inspected cotlstktutes the euhre contact between Purchaser and IBM with respect to RISK OF LOSS equipment hereunder, :minding any parts or equipment fuer /stied as a replace - inert No representatic'n or,tz Lmertnot expressed herein w'll be binding on Purchaser assumes risk of loss or damage upon delivery of the equipment by IBM The foregoie t --rir, aree conditions will prevail notwithstanding any var- the carrier, or the Effective Date of Purchase for anstalled leased or rented ranee with the ter'as as- condix.oris of any order submitted b; Purchaser with equipment respect to egoipme t lieleoreer or this Agreerr e t ___ a The term "Advanced Products" refers to MAGNETIC MEDIA ICEYROARfii\W P.11111PM7.NT rtIMPnqartan IRC'9i1iPM5Nt 9Rltl rnPif'n pro, TIPMCNT Service After Warranty Agreement Customer hereby orders IBM Service and IBM agrees to furnish such service for the equipment listed in accordance with the terms and conditions herein specified ACCEPTANCE Acceptance of this Agreement by IBM is contingent upon (1) a satisfactory credit report on the customer and (2) with regard to the dollar amounts stated herein, the absence of any mathematical error or deviation from IBM's standard prices Unless advised to the contrary within fifteen days, the customer may consider this Agreement to have been accepted by IBM as written TERM This Agreement will become effective on the first day following expiration of warranty and will continue for a period of 9 months This Agreement will be automatically converted to the standard Service Agreement for successive one year periods upon receipt of payment for Service Agreement Charges in effect at the time of invoicing or conversion See reverse side for terms and conditions of the standard Service Agreement CHARGES The customer agrees to pay all charges due hereunder IBM will render initial Nine Month Service Agreement Charge billing in advance upon receipt of a signed copy of this Agreement Terms are net thirty days Alterations, attachments or specifi- cation changes may require an increase in service charges All parts will be furnished on an exchange basis and will be new parts or parts guaranteed to perform as new when used in the equipment An additional charge will be made for all batteries A zone charge shall be added to the Service Agreement Charge for each unit of equipment located more than fifteen miles from IBM's nearest point of service Travel and labor time plus travel expenses will be charged at IBM's established hourly and mileage rates for service rendered at the customer's request after IBM's normal business hours or on Saturdays, Sundays and holidays TAXES There shall be added to all charges (including any zone charges) amounts equal to any taxes, however, designated, levied or based on such charges on this Agreement or the services rendered or parts supplied pursuant hereto, including state and local privilege or excise taxes based on gross revenue, and any taxes or amounts in lieu thereof paid or payable by IBM in respect of the foregoing, exclusive, however, of taxes based on net income DEFAULT If the customer does not pay the amount due hereunder (1) IBM may (a) refuse to continue to service the equipment or (b) furnish service only on a "Per Call" basis, and (2) the customer agrees to pay IBM's costs and expenses of collection, including the maximum attorney's fee permitted by law, said fee not to exceed 25 percent of the amount due hereunder INSPECTION No inspection is provided under the terms of this Agreement WARRANTY, IBM warrants that (1) it will provide IBM Service Availability for equipment covered by this Agreement, provided the equip - REMEDY ment is located in the United States, Puerto Rico or the Canal Zone, and (2) all parts furnished hereunder will be free of defects in material and workmanship at the time of installation In the event of IBM's breach of any warranty, the customer's exclusive remedy shall be that, provided this Agreement is still in effect as to the unit involved, IBM will (1) make all nec- essary adjustments, repairs and replacements, subject to the terms and conditions of this Agreement, (2) replace any parts which were installed hereunder and found to be defective as of the time of installation NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, SHALL APPLY TO SERVICE OR PARTS GENERAL This Agreement does not cover (1) service or parts required by causes other than normal use or necessitated by the instal- lation of or malfunction of non -IBM parts, attachments or devices, and (2) expendable supply items such as typewriter ribbons, paper, batteries for portable input processing equipment and magnetic recording media and (3) time equipment IBM shall not be liable for incidental or consequential damages IBM shall not be responsible for failure to render service due to strikes, fire, flood and causes beyond its control This Agreement constitutes the entire contract between IBM and the Customer with respect to service of the equipment covered by this Agreement and no representation or statement not expressed herein shall be binding on IBM The terms and conditions herein shall prevail notwithstanding any variance with the terms and conditions of any order submitted by the Customer with respect to Service OPTIONAL — MUST BE INITIALED TO BE VALID MODEL CHARGE PER UNIT PURCHASER ( AGREES, _) ( DECLINES ) TO PURCHASE ( INITIALS) ( INITIALS) SERVICE AFTER WARRANTY ❑ REGULAR SERVICE AGREEMENT ( ELECTRIC TYPEWRITERS & INPUT PROCESSING EQUIPMENT ONLY) THANK YOU FOR YOUR ORDER 40 -2044 0 CUSTOMER Regular Service Agreement Terms and Conditions ACCEPTANCE Acceptance of this Agreement by IBM is contingent upon (1) a satisfactory credit report on the Customer and (2) with regard to the dollar amounts stated herein, the absence of any mathematical error or deviation from IBM's standard prices Unless advised to the contrary within fifteen days, the Customer may consider this Agreement to have been accepted by IBM as written TERM This Agreement will be automatically renewed for successive one year periods unless terminated by either party By payment of the invoice submitted at the time of renewal, Customer accepts the terms and conditions in effect at the renewal date CHARGES The Customer agrees to pay all charges due hereunder IBM will render initial Annual Service Agreement Charge billing in advance upon receipt of a signed copy of this Agreement Terms are net thirty days Alterations, attachments or specification changes may require an increase in service charges charges specified are those currently in effect and are subject to change at the time of renewal Parts will be furnished on an exchange basis and will be new parts or parts guaranteed to perform as new when used in the equipment An additional charge will be made for all batteries and platens which are furnished A zone charge shall be added to the Service Agreement Charge for each unit of equipment located more than fifteen miles from IBM's nearest point of service Travel and labor time plus travel expenses will be charged at IBM's established hourly and mileage rates for service rendered at the customer's request after IBM's normal business hours or on Saturdays, Sundays and holidays TAXES There shall be added to all charges (including any zone charges) amounts equal to any taxes, however designated, levied or based on such charges or on this Agreement or the services rendered or parts supplied pursuant hereto, including state and ,vcal privilege or excise taxes based on gross revenue, and any taxes or amounts in lieu thereof paid or payable by IBM in respect of the foregoing, exclusive, however, of taxes based on net income DEFAULT If the Customer does not pay the amount due hereunder (1) IBM may (a) refuse to continue to service the equipment or (b) furnish service only on a "Per Call" basis, and (2) the Customer agrees to pay IBM's costs and expenses of collection, including the maximum attorney's fee permitted by law, said fee not to exceed 25% of the amount due hereunder INSPECTION Inspection(s) will be made during IBM's normal business hours If portable input processing equipment is not made available for service at the location indicated on this Agreement at the time IBM's representative calls to make an inspection(s), the inspection will be per- formed at the Customer's request There will be no refund if in any such case the Customer fails to request an inspection At the Customer's request, IBM will make an "additional" inspection of any unit of equipment at IBM's then prevailing rate for an "additional" inspection WARRANTY, IBM warrants that (1) it will provide IBM Service Availability for equipment covered by this Agreement, provided the equipment is located REMEDY in the United States, Puerto Rico or the Canal Zone, and (2) all parts furnished hereunder will be free of defects in material and workman- ship at the time of installation In the event of IBM's breach of any warranty, the Customer's exclusive remedy shall be that, provided this Agreement is still in effect as to the unit involved, IBM will (1) make all necessary adjustments, repairs and replacements, subject to the terms and conditions of this Agreement, (2) replace any parts which were installed hereunder and found to be defective as of the time of installation, and ,'3) refund to the Customer an amount equal to IBM's then prevailing charge for an "additional" inspection for each addi- tional inspection contracted for hereunder which IBM fails to make except, as provided above, when equipment is not made available to service NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, SHALL APPLY TO SERVICE OR PARTS RECONDITIONING When in IBM's opinion a shop reconditioning is necessary because normal repair and parts replacement cannot keep a unit of equipment in satisfactory operating condition, IBM will submit a cost estimate of needed repairs which will be in addition to Service Agreement charges If the Customer does not authorize such work, IBM may refuse to renew this Agreement for the unit GENERAL This Agreement does not cover (1) service or parts required by causes other than normal use or necessitated by the installation of or malfunction of non -IBM parts, attachments or devices, and (2) expendable supply items such as typewriter ribbons, paper, batteries for portable input processing equipment and magnetic recording media and (3) time equipment IBM shall not be liable for incidental or consequential damages IBM shall not be responsible for failure to render service due to strikes, fire, flood and causes beyond its control This Agreement constitutes the entire contract between IBM and the Customer with respect to service of the equipment covered by this Agreement and no representation or statement not expressed herein shall be binding on IBM The terms and conditiCns herein shall prevail notwithstanding any variance with the terms and conditions of any order submitted by the Customer with respect to Service Automatic Service Agreement Provision. Each unit of equipment purchased after this Automatic Service Agreement Provision is signed will automatically be placed under Service Agreement at the termination of its Warranty Period for the balance of the then current contract year of the Service Agreement under which the Customer chooses to place the unit on maintenance However, any such unit may be excluded from the Service Agreement by written notice to IBM thirty days prior to the expiration of its Warranty Period Copiers, Graphics, Input- Output writers, Mag Card "Selectnc" Typewriter, and MT /ST products are not included in this provision The initial Annual Service Agreement Charge for each unit will be the lower of (1) the Charge in effect on the day the unit was ordered or, (2) the Charge in effect on the effective date of the Service Agreem ent under which it is placed on Service or, (3) if that Service Agree- ment has been renewed, the Charge in effect on the date it was last renewed, prorated for the balance of the then current contract year