Agreement between a
Company and the Contractors for the Maintenance of Computers for a Fixed Period
Agreement made at ......... on this......... day of ........ 2000, between XYZ
Co. Ltd., a company incorporated under the Companies Act, 1956 and having its
registered office at ........... (hereinafter referred to as "the
Company", which expression shall, unless it be repugnant to the context or
meaning thereof, be deemed to mean and include its successors and assigns) of
the ONE PART and TNT Computers Pvt. Ltd., a company incorporated under the
Companies Act, 1956 and having its registered office at ......... hereinafter
referred to as "the TNT", which expression shall, unless it be repugnant
to the context or meaning thereof, be deemed to mean and include its successors
and assigns) of the Other Part.
the company has purchased 5 computers, the details of which have been given in
the Schedule hereunder written, hereinafter referred to as "the said
Computers" from TNT on ......... and TNT offered free service of the said
computers for a period of one year from the date of purchase of the said
computers. and Where as after the expiry of free service period, the company
has requested TNT to provide service of the said computers for a period of one
year, which TNT has agreed to provide on the terms and conditions hereinafter
Now These Presents
Witness and the Parties hereto agree hereby as Follows:
a. TNT will provide at
the company's office all labour, parts and material that it deems necessary to
maintain in good operating condition the said computers. Replacement parts
shall be new or their equivalent, replaced parts become the property of TNT.
Services provided by TNT include and are limited to the following:
maintenance is maintenance and includes cleaning, adjusting, lubricating,
inspecting, testing and calibrating procedures designed to endure proper
operation, reduce product failure and/or extend useful product life. This
maintenance will be performed according to the procedures and at the
frequencies recommended by the company. Preventive maintenance will be
performed at company office at the company's facility during the contract
period (regular business days/hours), as mutually agreed or coincident with
remedial maintenance, by authorised TNT's service representative. Preventive
maintenance is limited to two regular work days unless, at the discretion of
TNT, additional days are necessary to complete the preventive maintenance, such
days not to exceed five working days. Remedial maintenance during a preventive
maintenance that requires additional days will be charged as remedial
maintenance call or at the current hourly rate if all remedial calls have been
c. Remedial maintenance
is unscheduled maintenance at the company's facility. Remedial maintenance
includes the diagnosis and correction of product malfunctions and failures.
Remedies may consist of temporary procedures to be followed by the company
while a permanent remedy is being sought. Remedial maintenance will commence
during the period of this agreement and will continue uninterrupted as long as
reasonable progress is being made or until the product(s) is/are operational.
If TNT determines that additional parts or resources are required, service will
resume as soon as these parts or resources are available. After all remedial
maintenance calls have been used, additional remedial maintenance will be
allowed at the current TNT hourly rate.
d. Assembly repair is
unscheduled repair of returnable assembly level components (printed circuit
boards, power supplies, switching units, etc.) at TNT's factory. Assembly
repair includes the diagnosis and correction of product malfunctions and
failures. Assembly repair will commence during the period of coverage and will
continue uninterrupted as long as reasonable progress is being made or until
the product(s) is/are operational. If TNT determines that additional parts or
resources are required, service will resume as soon as these parts or resources
are available. The number of repairs of assemblies related to equipment covered
under this agreement is unlimited.
e. The periods of
coverage specified below shall uniformly apply to all products covered by this
Agreement. The company may request a change in the specified periods of
coverage at any time. Such change is subject to written approval by TNT.
Monday through Friday
7.30 A.M. to 4.00 P.M.
(excluding TNT holidays)
Saturday N/A TO NIA
Sunday NIA TO NIA
f. The response time is
48 hours. TNT shall respond to a request for remedial maintenance or technical
support within the specified response time measured in clock hours.
Availability of TNT personnel and telephone answering service is limited to the
specified period of coverage. "Response Time" is defined as the
duration of time necessary for TNT personnel to initiate action upon a
specified company request and advise the company of either action to take to
complete that particular request or action to take to provide TNT with
additional information needed to assist in such company's request completion,
or the embarkation of TNT personnel for arrival at the company's equipment
g. TNT shall be under no
obligation to furnish support service under this agreement should repair be
required because of.-
h. improper use;
i. natural disasters
such as flood or earthquake;
j. strikes, riots or
acts of war or nuclear disaster;
k. repairs, maintenance,
modifications or relocation and re- installation made by other than TNT
personnel or without TNT's supervision and approval;
l. unusual shock or
electrical damage, neglect, air-conditioning failure, humidity control failure,
a corrosive atmosphere harmful to electronic circuitry, damage during
transportation by the company or causes other than ordinary use; and
m. failure by company to
maintain the site specifications recommended by TNT. If support services are
required as a result of the causes stated above, such service shall be provided
at TNT standard service rates for labour, travel and material in effect at the
time of service. TNT may also, at its option, terminate this agreement as a
result of the causes stated above. Termination is subject to the guidelines
specified under Item 8 of this Agreement.
n. TNT may, at its
option, with no additional charge to the company, make modifications to improve
the operation and or reliability of the products being serviced under this
o. If the company
intends to relocate the products covered under this agreement, it shall give
TNT sixty days written notice prior to any relocation of products covered by
on-site support services being provided under this agreement. The products
moved to a location within the country of original installation shall continue
to be serviced under this agreement. The response time and charges will be
adjusted to reflect the new location. Products moved outside the country of
original installation may continue to be serviced under this agreement, at the
option of TNT. The services to be provided and charges for such services shall
be subject to mutual agreement. For installed products, which will continue to
be serviced, TNT at its option, shall supervise the dismantling and packing of
the product and shall inspect and re-install the products at the new location.
These services, if provided, shall be at additional charge based on TNT's
standard service rates in effect at the time. The company shall furnish all
labour and materials for the dismantling, packing and placement of the products
p. TNT's services do not
q. operating supplies
r. refinishing the
products or furnishing materials for that purpose;
work external to the products;
a. maintenance of
accessories, attachments or products not specified herein or on subsequent
b. any other services
not specifically described herein.
c. This agreement shall
be for a period of one year from the date of these presents, unless terminated
by either party on not less than ninety days written notice (given prior to the
expiration of the successive period then in effect).
d. The company shall pay
a sum of Rs.......... per month per computer for services provided by TNT. The
said charges are exclusive of State and local use, sales, property (ad valorem)
and similar taxes. The company shall pay such taxes and when applicable such
taxes will appear as separate items on TNT's invoice.
e. The TNT shall submit
invoice for charges in advance or as soon as it become applicable. Any administration
charge will be invoiced in advance as soon as it becomes applicable. Invoices
for other charges will be submitted as the charges are incurred. Unless
otherwise stated in writing by TNT, the company shall pay all invoices
submitted under this agreement within twenty days from date of invoice.
f. Any attempt to assign
or transfer any of the rights, duties, or obligations herein shall render such
attempted assignment or transfer null and void.
g. TNT reserves the
right to withhold without liability, but with prior written notice, any
services authorised by the company under this agreement, if the company is
delinquent in payment for any services, and to change the credit terms herein
when, in TNT's opinion, the financial condition or previous payment record of
the company so warrants.
h. In the event of any
proceedings, voluntary or involuntary, in it bankruptcy or insolvency or
winding-up by or against the company or in the event of the appointment, with
or without the company's consent of an assignee for the benefit of creditors,
or of a receiver, TNT may y elect to cancel the unfulfilled part of this
Agreement without refund or liability for said unfulfilled part.
i. TNT's failure to
exercise any of its rights hereunder shall not constitute or be deemed waiver
or forfeiture of such rights.
j. Any notice required
to be given hereunder shall be given in writing at the address of each party
set forth within or to such other address either party may substitute by
written notice to the other.
k. All disputes and
differences of any kind whatever arising out of or in connection with this
agreement shall be referred to the arbitration and final decision of an
arbitrator to be agreed upon and appointed by the parties or in case of
disagreement as to the appointment of a single arbitrator, to the appointment
of two arbitrators, one to be appointed by each party and if there are two
arbitrators, they shall before taking upon themselves the burden of reference
appoint an umpire. The arbitrator or arbitrators, as the case may be, shall
make his or their award within one year or such further extended lime as may be
decided by him or them, as the case may be, with the consent of the parties the
date of entering on the reference. This submission to the arbitrators shall be
deemed to be a submission to arbitration within the meaning of the Indian
Arbitration Act, 1940 or any statutory modification thereof. The award of
arbitrator or arbitrators, as the case may be, shall be final and binding on
l. This agreement shall
be executed in duplicate. The original shall be retained by the company and
duplicate by the TNT.
in witness Whereof
the parties have executed these presents on the day and year hereinabove
written and in the manner hereinafter mentioned.
Signed and delivered
by X Y Co. Ltd., the within
named company, by its
Managing Director Shri.........
Signed and delivered
by TNT Computers Pvt. Ltd., the
within named TNT, by
its Marketing Director Shri...........