EMPA Annual Maintenance Contract (AMC) Terms and Conditions

1. Parties

(a) EMPA means the legal entity of EMPA Business Solution CLL that entered into a respective AMC service agreement with the Customer.

(b) Customer means a person or entity that has purchased hardware equipment (the “Equipment”) and has entered into a respective AMC service agreement.

2. Application of Terms

(a) EMPA agree to provide Customer with maintenance services for the Equipment upon the terms and subject to the conditions set forth herein (the “Services”). Any terms, conditions or stipulations regarding the Services contained in the Customer’s purchase order or any agreement at variance with or additional to these Terms & Conditions are not binding upon EMPA

(b) These Terms & Conditions supersede any arrangements, conditions, warranties, statements, guarantees, representations, proposals, negotiations or understandings (whether oral or written) with respect to the Services made or existing between the parties prior to or simultaneously with execution of a AMC service agreement to which these Terms and Conditions are attached or otherwise incorporated by reference (registering the Equipment with EMPA) and shall constitute the entire understanding between the parties with regard thereto. No addition, amendment or modification to these Terms & Conditions shall be effective unless it is in writing and signed and accepted by an authorized representative of EMPA.

(c) EMPA reserve the right to charge for a pre maintenance inspection and service to ensure that the Equipment is in a serviceable condition. Equipment purchased from EMPA within the 60 days of this agreement is excluded from this inspection.

(d) The service of the Equipment will be carried out by EMPA or authorized service partners.

3. Maintenance Levels

(a) The level of maintenance is determined by the respective AMC service agreement and shall include:

(1) EMPA AMC 8HR response onsite support, or
After the call is logged the response time to be onsite is 8
working hours with no fix time. Consumables and Preventive Maintenance are not included in this AMC 8HR

(2) EMPA AMC 8HR + Preventive Maintenance, (PM) or
After the call is logged the response time to be onsite is 8 working hours with no fix time but including 1 PM visit and 1 set of consumables (if required) in this AMC 8HR + PM.

(3) EMPA AMC 8 + 8,
or After the call is logged the response time to be onsite is 8 working hours with 8 working hours fix time including 1 PM visit and 1 set of consumables (if required) in this AMC 8 + 8 .

(4) EMPA AMC 4 + 8.
After the call is logged before 10 am the response time to be onsite is 4 working hours with 8 working hours fix time including 2 PM visits and 2 sets of consumables (if required) in this AMC 4 + 8.

(5) EMPA AMC BASE
After the defective Equipment is sent by Customer to the next EMPA Service Center fix time is 3 working days maximum upon receipt of the defective Equipment by EMPA. Fixed Equipment will be shipped back to the Customer by EMPA on Customer’s behalf. The shipment of the defective Equipment to the EMPA Service Center as well as the return shipment to the Customer is at Customer’s risk and cost. Consumables and Preventive Maintenance are not included in this AMC BASE.

Maintenance Levels include labour, spares and except for Maintenance Level EMPA AMC BASE any travel costs.

(b) Preventive Maintenance (PM)

(1) Where PM is included in the maintenance level EMPA shall carry out PM services visits that will include such equipment inspections, performance checks and adjustments as are required to maintain the operating efficiency of the equipment. If advisable and convenient to the Customer, preventative maintenance visits will be carried out whenever possible, as set by EMPA maintenance plan.

(2) The PM shall exclude the replacement of perishable items and all items classed as consumables, unless included in the maintenance level.

(c) The provision of the maintenance services and in particular the service levels are subject to the registration of the Equipment by the Customer according to the service description.

(d) Business hours for the provision of maintenance services are between 09:00 and 17:00 Sunday to Thursday (excluding local Public Holidays).

(e) Under no circumstances shall EMPA have any liability or obligation to Customer arising out of or relating in any way to alterations, modifications or additions to the Equipment made by any other party.

(f) Customer will provide EMPA’s representatives with reasonable access to the Equipment including access to storage space, lighting, ventilation and electricity.

(g) All requests for Services under these Terms and Conditions shall only be made by authorised personnel of Customer. At the written request of EMPA the Customer shall provide the names of the personnel who have the authority to make such requests and shall notify EMPA of any changes thereto.

4. Additional Maintenance

EMPA reserves the right to charge Customer at its standard hourly rates for any work provided outside the scope of these Terms and Conditions, including:

(a) Services requested by unauthorized representatives of Customer;

(b) Work arising from or relating to misuse of the Equipment (including operating the Equipment outside of design specifications, user, instructions or any other documentation or manuals supplied with the Equipment) or use of supplies or consumables not provided by EMPA;

(c) Relocation or modifications made by anyone other than EMPA;

(d) Electrical work external to the Equipment;

(e) Equipment failures caused by or arising from failure or fluctuation of electrical power, air conditioning or humidity controls;

(f) Work on devices not supplied by EMPA;

(g) Cleaning, painting, refinishing of Equipment;

(h) Software maintenance other than that specified in Clause 3 above

(i) Repair of any malfunction due to radiation in the environment of the Equipment.

(j) Repair of optical assemblies or other items which as a result of fair wear and tear can no longer be maintained in good and working order.

5. Commencement and Duration

(a) The Services shall commence on the contract effective date of AMC service agreement and for the Maintenance Level EMPA AMC BASE after expiration of the manufacturer’s warranty period for the Equipment of 12 months (“Effective Date”).

(b) The AMC service agreement shall endure from the respective Effective Date until the end of the initial period which shall be 24 months therefrom for the Maintenance Level AMC BASE and 12 or 36 months therefrom for any other Maintenance Levels and in the case of an initial period of 12 months it shall be automatically extended thereafter for successive one year periods (each a renewal term) unless and until terminated upon at least three months written notice given by either party prior to the end of the initial or the end of any renewal term. In case of an initial period of 24 or 36 months the AMC service agreement shall expire thereafter.

6. Charges

(a) In consideration of the Services provided by EMPA under the AMC service agreement Customer shall pay to EMPA the charges specified in the AMC service agreement (the “Maintenance Charges”).

(b) The Maintenance Charges are based on the assumption that:

(1) The Equipment is in good working order at the Effective Date

(2) The Equipment has been maintained in accordance with the recommendations of the Equipment’s manufacturer.