Effective Date: [02/01/2023]
1. DESCRIPTION OF SERVICES PROVIDED: CBS will maintain the equipment subject to this Comprehensive Maintenance Agreement (hereafter, “Equipment”) in good working order. Service will include: A. Unscheduled repairs upon request by customer during CBS’ normal working hours of 8:00a.m. to 5:00p.m. Mondays through Fridays, excepting Holidays (including the Friday after Thanksgiving, and any Monday or Friday occurring immediately before or after Christmas day). B. Ongoing maintenance as defined by current CBS service policies applicable to the respective products that are unserviceable. C. The un-serviceability of parts will be determined solely by CBS and replaced on an exchange basis. Replaced parts will become the property of CBS. D. Onsite engineering improvements (retrofits) deemed mandatory by CBS.
2. SERVICES NOT INCLUDED: Services not included in this Comprehensive Maintenance Agreement (hereafter, “CMA”) will be charged in accordance with CBS’ labor and material rates then in effect. Services NOT covered by the CMA include, but are not limited to, the following: A. Optional retrofits. B. Service connected with relocation of Equipment. C. Installation of accessories, attachments, or other devices. D. Ongoing maintenance of any accessories, attachments, or other devices not listed on the Comprehensive Maintenance Order Form (“CM Order Form”). E. Exterior cleaning, refinishing or painting of Equipment. F. Performance of normal operator functions as described in the original equipment manufacturer’s (OEM) operator manuals. G. Incomplete service calls requiring repeat visits to Customer’s location if Customer did not have supplies available at time of the service call. H. Repair of damage from any cause from other than ordinary use, except damage caused solely by the negligence of CBS. I. CBS will not assume any liability for any conditions arising from electrical circuitry, including but not limited to power surges, external to the Equipment and Equipment line cord, nor is any external electrical work covered under this CMA. J. Increase in service time resulting from neglect or unique application. K. Work directly or indirectly required due to Customer’s Information Systems, including but not limited to Software, Computers, Data, Files and Network, including but not limited to additions or changes, not specified as hardware covered by the CMA. CUSTOMER IS RESPONSIBLE FOR TIME AND ADDITIONAL WORK INCURRED TO DIAGNOSE PROBLEMS THAT ARE SUBSEQUENTLY FOUND TO BE INFORMATION SYSTEMS-RELATED AND NOT A FAILURE OF THE HARDWARE.
3. Only HARDWARE Covered: The CMA covers only hardware. CBS is not responsible in any way for Customer’s Information Technologies, including, but not limited to, Software, Computers, Data, Files and Network. On an as-needed basis CBS may access or otherwise utilize Customer’s Information Technologies in order to diagnose, adjust, or otherwise remedy problems related to or seemingly related to Customer’s Equipment; however, CBS is not responsible for the failure of Customer’s Equipment to perform in whole or in part due to Customer’s Information Systems. Customer is responsible for executing separate license agreement(s) and CBS is not a party to and has no responsibilities whatsoever in regards to such license agreement(s).
4. REPLACEMENT OF MACHINES AND ACCESSORIES: If CBS, in its sole judgment, cannot maintain the Equipment in good working order, CBS may replace the Equipment with another unit in good working order of the same product designation subject to the following provisions: A. CBS may replace the Equipment or accessories with the same model or comparable equipment with similar capabilities. If replacement unit has greater capabilities, Customer agrees to pay then-current service rates for the replacement unit. If a replacement unit is required, CBS will bear all equipment placement, removal, and transportation charges, exclusive of excess rigging. CBS may discharge its obligations under this Paragraph by making payment to Customer equal to the Equipment’s current fair market wholesale value. No additional warranties apply to the replacement unit. The replaced unit becomes the property of CBS. The replacement unit is provided to Customer free of liens or any other obligations. C. The replacement of equipment or accessories is limited to: i) Five (5) years for equipment with a rated speed of fifty pages (50) per minute and above; and ii) Three (3) years for equipment with a rated speed of forty-nine (49) pages per minute or less, in both cases dating from the original equipment manufacture or remanufacture date.
5. INVOICING: A. Customer shall submit a true and accurate equipment meter reading to CBS for all Equipment by the end of the second workday of each billing period, in any reasonable manner requested by CBS. Customer agrees to allow CBS to install an automated meter reading software (ICE) to obtain accurate and timely meter readings for billing. If Customer declines software installation, a $25 per month/per machine admin fee may be charged to the Customer to obtain manual meter readings. If Customer fails to submit meter readings, CBS may estimate meter readings and invoice accordingly. B. Charges may be billed in advance. Payments are due within thirty (30) days of the invoice date. A small processing fee will be applied to all invoices. In addition, any payments made by credit card will be charged a convenience fee not to exceed 3%. Late payments will incur a 1.5% charge per month beginning on the thirty-first (31st) day after the invoice date on the unpaid balance or at the maximum legal rate, whichever rate is lower. For payments not made within forty-five (45) days of invoice date, CBS reserves the right to remove any parts replaced into the Equipment during the preceding six months, or supplies provided previously by CBS. Customer agrees that this may render the Equipment inactive, and CBS shall have no liability for such a result. Disabling Equipment as described herein does not reduce Customer’s recurring charges while the machine is disabled.
6. PRICE INCREASE: If increased, the maximum yearly price increase shall not exceed fifteen percent (15%).
7. ADDITIONAL EXPENSES: CBS, in its discretion may invoice Customer for additional fees and costs as necessary to provide services under this CMA.
8. BREACH or DEFAULT: A. If Customer does not pay the amounts due hereunder or breaches any terms of this CMA, CBS, at its sole discretion, may terminate this CMA effective upon written notice. B. Customer agrees to pay to CBS its reasonable and necessary attorney’s fees and legal expenses incurred in exercising any of its rights and remedies upon breach of this CMA by Customer.
9. TERM and RENEWAL: This CMA shall cover the indicated period of time on the CM Order Form and is effective on the date designated by the CM Order Form. BOTH PARTIES AGREE THAT, UNLESS CUSTOMER PROVIDES WRITTEN NOTICE TO CBS THIRTY (30) DAYS IN ADVANCE OF EXPIRATION OF THE ORIGINAL TERM OR ANY SUBSEQUENT RENEWAL TERM, THEN THE CMA SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE TWELVE-MONTH PERIODS.
10. CANCELLATION: A. Customer may cancel this CMA with thirty (30) days’ written notice to CBS and the payment of any early termination charges. Both Customer and CBS agree that due to the uncertain nature of comprehensive maintenance (all parts and labor for scheduled and unscheduled service requirements), specific projected profits derived from maintenance CMAs are difficult to calculate: therefore, Customer agrees that the Early Termination charge described herein does not constitute “liquidated damages” and are fair and reasonable amounts to compensate CBS for lost profits as a result of any cancellation of the CMA prior to the end of the specified term. B. Early termination charges will be assessed based upon the number of remaining months left in the contract multiplied by the monthly minimum for each machine being cancelled. The number of months to be charged will be a minimum of twelve but will not exceed the length of the contract term. For units without a monthly minimum, the applicable monthly minimum will be $50.00 or the average monthly billings average over the term of the agreement whichever is greater. C. In the event of Cancellation by Customer, no refund of advance payment(s) for CMA(s) will be made by CBS. At CBS’ sole discretion, a credit equal to the amount of unused advanced payment, less early termination charges or any other amounts due CBS from Customer, may be applied to Customer’s account for the acquisition of products or services offered by CBS. D. The CMA may be upgraded or cancelled with the purchase or lease of new equipment through CBS. E. CBS may cancel this CMA at any time and for any reason, at CBS’ sole discretion, with no further obligation to provide services hereunder. Cancellation of this CMA by CBS does not discharge Customer’s obligations under sections 4, 12, and 14 of this CMA.
11. CANCELLATION BY CBS FOR OBSOLESCENCE: CBS may cancel any individual unit of equipment, regardless of it being included on a comprehensive maintenance agreement with other equipment, if the equipment is more than five years old from the date of installation as a factory new unit, and if in the sole opinion of CBS, it can no longer be effectively serviced. CBS will provide thirty (30) days’ advance written notice to Customer, and CMA monthly pricing will be adjusted by CBS accordingly.
12. ALTERATIONS, ATTACHMENTS, AND SUPPLIES: If Customer makes an alteration, attaches a device, or utilizes a supply item that, in CBS’ sole judgment, increases the cost of Services, CBS will either propose an additional Service Charge, or request that the Equipment either be returned to its standard configuration or the use of the supply item discontinued. If within five days of such proposal or request, Customer does not remedy the problem or agree in writing to do so immediately, Customer shall be in default of its obligation to CBS. If CBS believes that an alteration, attachment, or supply item affects the safety of CBS’ personnel or Equipment users, CBS shall notify Customer of the problem and may withhold maintenance until the problem is remedied. Failure to notify Customer of a hazardous situation does not create any liability for CBS whatsoever. Withholding maintenance as described herein does not reduce Customer’s charges or obligations.
13. CONSUMABLE SUPPLIES: A. Unless specified in writing, consumable supplies are charged separately from the CMA and include, but are not limited to, developer, toner, fuser oils, staples and/or stitcher wire. B. If supplies are included in the service provided under the CMA, CBS will supply developer, toner and ink to Customer based upon normal yields. If Customer’s usage of the supplies exceeds the normal yields for the Equipment being serviced, CBS will invoice, and Customer agrees to pay for the excess supplies at CBS’ current retail prices then in effect. C. Title to all supplies furnished hereunder, including consumable parts such as drums, toners, developers, and other, remains in CBS’ ownership until said supplies are consumed to the extent they may not be further utilized in the copy or print making process. In the event of Customer’s default or cancellation of this CMA, all such supplies and consumable parts shall be returned to CBS on demand. Additionally, CBS reserves the right to charge Customer a prorated amount for any unused portion of consumable parts and supplies remaining as follows: CBS Retail Item Price divided (/) by Manufacturers Estimated Yield Drum Volume multiplied by (x) Actual Remaining Drum Volume = Prorated Amount. D. Customer agrees to utilize only supplies manufactured by the same manufacturer of the equipment. E. For Equipment utilizing a cartridge-type consumable product, Customer agrees to purchase consumable supplies solely from CBS.
14. COLOR EQUIPMENT METER NOTIFICATION: Equipment producing color images may require one scan or development for each black (mono) image and several complete scans or developments for full color images. Technologies and terms may vary from product to product; however, the cost per image for Equipment producing color images will be billed determined by the individual Equipment’s meter configuration or set up.
15. GENERAL: A. Customer shall provide CBS free access to the Equipment to perform service and verify meter readings. B. Customer shall designate a key operator for each machine at each location and provide CBS with a list of the key operators including machine serial number, tag number, location, and telephone number, prior to CBS beginning service. CBS will have the right to train and instruct key operators as deemed necessary by CBS C. CBS will have the right to provide mandatory training for any operators when deemed necessary by CBS. D. Customer will provide proper space and environmental conditions as specified in the operator or technical manuals published by the manufacturer of the Equipment. E. Customer agrees to use a surge suppressor that meets or exceeds the recommended specification of the equipment manufacturer. F. The terms copy, print, image, scan, click, impression, and development are used interchangeably and refer to a single billing unit with an image area of 8.5 x 11 inches or less.
16. ENTIRE AGREEMENT: This CMA, the CM Order Form, and the terms of the Master Terms and Conditions [http://cbsofcolorado.com/master-terms-and-condtions/], constitutes the entire agreement between CBS and Customer with respect to the subject matter hereof. Additionally, You authorize CBS to correct, update, or insert information about the Equipment including, but not limited to, its serial number, identification number, meter readings and agreement start and end dates as necessary as a result of developments after the agreement was initially signed.