Perle Maintenance Agreement
This Maintenance Agreement applies to Perle Product serviced in Japan. The "Perle Product" is defined as:
Throughout this Maintenance Agreement, "Perle" means Perle Systems Limited. Throughout this Maintenance Agreement, "Purchaser" means the original end-user purchaser.
Perle agrees to provide for Purchaser maintenance services for the equipment identified, at the Service Level, and for the term indicated on each Equipment Schedule. If the Perle Product fails during normal and proper use within the Maintenance Agreement period, Perle will, at its option, repair or replace the unit. Repair parts provided under this Agreement may be new, reconditioned or used. This Maintenance Agreement does not include service to repair damage from improper installation, accident, disaster, misuse, abuse or non-Perle Authorized Service Provider modifications made to the Perle Product.
The Purchaser service claims made pursuant to this Agreement must conform to the following requirements:
Any upgrade(s) purchased by the Purchaser for the equipment shall be reported to Perle in writing, to have the upgrade(s) added to the Equipment Schedule for the affected equipment. A revised Equipment Schedule will be completed and issued by Perle to Purchaser, including charges for the additional coverage to the end of the next Anniversary date.
Purchaser shall notify Perle in writing prior to the relocation of equipment, so that Perle can determine if services are available for the new location and adjust its service records, including the Equipment Schedule, for the relocated equipment. Perle will notify Customer if it is unable to provide services in the new location, or if any additional charges may apply. A revised Equipment Schedule will be completed and issued by Perle to include any additional charges to the end of the next Anniversary date.
This Agreement is non-transferable by the Purchaser to a third party, and may not be assigned without first obtaining written approval from Perle.
The following items are specifically excluded from this agreement:
Purchaser will prepay Perle the lessor of the full amount or twelve (12) months of services to be provided under this Agreement for each item of equipment, prior to the effective date shown on the corresponding Equipment Schedule. Purchaser will also pay taxes applicable to the service provided under this Agreement for each item of equipment. If prepaid services are terminated, Purchaser will receive a pro-rated refund only for the unused prepaid services beyond the first six (6) months. Any changes in charges will take effect on the anniversary of the Agreement.
Table 1- Perle Product Service Availability
For Service Level Options OS5 this Agreement and the service(s) provided under this agreement is for the initial period indicated on the corresponding equipment schedule for each item of equipment and will commence on the effective date shown on the corresponding Equipment Schedule(s). The term will automatically renew on the Anniversary date unless terminated under the provisions of the Agreement.
Either party may terminate this Agreement for any item(s) of equipment, at any time, upon sixty (60) days' written notice to the other party.
Perle may terminate this Agreement or suspend its performance hereunder for any item(s) of equipment at any time after the effective date, if the Purchaser fails to make payment when due or fails to perform or observe any other conditions of this Agreement.
Perle shall not be deemed to be in default of any provisions of this Agreement or liable for any delay, failure in performance, or interruption of service resulting from acts of God, transportation delays, strikes, lockouts, government action, inability to obtain materials or services from suppliers, or any other force majeure beyond its reasonable control.
Perle shall provide the services under this Agreement in a workmanlike manner. Aside from the foregoing, Perle makes no representations or warranties regarding its services under this Agreement. Perle expressly disclaims any implied warranty of merchantability or fitness for a particular purpose regarding the services provided hereunder.
Neither Perle nor its subcontractors shall be liable for any loss of revenue, profit, property or use, or for indirect, consequential, special incidental, punitive or contingent damages or expense, whether in contract, tort or otherwise, arising out of or in connection with this Agreement. Perle and its subcontractors' liability hereunder shall be limited to the amounts actually received by Perle hereunder. Both Perle and Purchaser agree to indemnify and hold the other harmless from any and all liability, loss or damage the other may suffer as a result of claim, demands, cost or judgments by any third party arising out of the negligence.
This Agreement shall in all respects be governed by the laws of the province of Ontario, Canada.
The terms and conditions of this Agreement constitute the entire agreement between Perle and Purchaser relating to the subject matter of this Agreement, and supersedes all prior agreements or understandings regarding services provided. No modification of this Agreement shall be effective until confirmed in writing by Perle.