HomeMy Public PortalAbout2023 Service agreement
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Dear Valued Customer,
Thank you for purchasing a Service Agreement. This Letter confirms that a contract was
activated for you per the referenced Start and End Dates. Enclosed is a copy of your
PFU Service Agreement for your records.
If you have any questions about service and repair, please contact our Technical
Assistance Center. Have your scanner Model, Part and Serial numbers ready.
Priority Technical Assistance Lines
Ricoh and Fujitsu branded scanners
(866) 357-3788
If you have any questions about your Service Agreement, please contact the Service
Contracts Department.
Service Contracts Department
(800) 301-9475
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This is not a Bill
Contract Number# SC50669703
Date:28-Apr-23
Service Maintenance Terms & Conditions for End User Customers
Upon end user Customer’s signature to and acceptance of PAI’s Service Contract
ORDER ACKNOWLEDGEMENT
CONTACT INFORMATION
LOCATION RESELLER
VILLAGE OF KEY BISCAYNE
88 W. MCINTYRE STREET, SUITE 220,
KEY BISCAYNE FL 33149
Jocelyn B. Koch
INSTREAM LLC
5211 LINBAR DR.,
NASHVILLE TN 37211
BILLY DORING
DETAILS
Model Serial No.Start Date End Date Service Type and Response Time
FI-6770 AAFDA02770 30-Apr-23 29-Apr-24
S6770-SCPWNBD-1 SCANCARE--Next Business
Day
Ship To Address: 88 W MCINTYRE ST, STE 220, KEY BISCAYNE, FL, 33149, USA
Contact: Jocelyn B. Koch Phone: (305) 365-5506
Internal Use
T0275448
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Quotation (the “Quote”) for direct sales, or upon end user Customer’s placement of an
order for service maintenance through PAI’s distribution channel, PFU America, Inc., a
Fujitsu Company (“PAI”) agrees to provide, and Customer agrees to purchase, repair,
maintenance and other services as indicated in the Quote for PAI and other
manufacturers’ equipment (“Product”), for the term and at the price set forth on the
Quote, and in accordance with these Service Maintenance Terms and Conditions
(“Terms and Conditions”) and the applicable Description of Service Program. The
Quote, Terms and Conditions and applicable Description of Service Programs constitute
the Service Maintenance Agreement (“Agreement”) between PAI and the customer
(“Customer”) identified in the Quote, and Customer agrees to be bound thereby.
Customer acknowledges that PAI may modify the applicable Description of Service
Program from time to time at its discretion without notice or consent of Customer. For
purposes of clarity, these Terms and Conditions for the Service Maintenance
Agreement apply to end user Customers only, not to resellers from PAI’s distribution
channel who resell service contracts to end user Customers.
1. SERVICE
Customer shall be entitled to purchase one or more of the service programs described
in the applicable Description of Service Program (“Services”) for one or more Product,
directly from PAI or through PAI’s distribution channel. Service hours shall be during the
hours described in the Description of Service Program, Monday through Friday (each a
“Business Day”). For purposes of this Agreement, “Business Day” excludes New Years’
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day,
legal holidays and such other days when the PAI service business is closed (collectively
“PAI Holidays”). Service may be provided under this Agreement by PAI or its authorized
service provider ("Service Provider"). PAI RESERVES THE RIGHT TO CHANGE ANY
OF ITS SERVICE PROGRAMS OR SERVICE METHODS AT ANY TIME AND
WITHOUT PRIOR NOTICE TO CUSTOMER. PAI ALSO RESERVES THE RIGHT TO
USE, REPLACE AND REPAIR PRODUCTS WITH LIKE AND REFURBISHED PARTS
AND PRODUCTS IN THE COURSE OF PROVIDING SERVICES, AT ITS SOLE
DISCRETION.
2. EXCLUDED SERVICE
Services provided under this Agreement do not include the furnishing of supplies or
accessories for the Products, or any other additional service unless specified in the
applicable Quote. In addition to the exclusions and limitations on Service set forth in
Section 7 of this Agreement, Services provided under this Agreement exclude repair or
maintenance of Products which exhibit damage or malfunction resulting directly or
indirectly from any cause other than ordinary use or from operation of the Product with
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non‐PAI approved equipment or supplies, or of Products which have been modified
without PAI’s prior written authorization. If a Product appears to require an excluded
service, part, supply or accessory, PAI will submit a description of the services, part,
supply or accessory which is necessary to restore the Product to normal operating
condition and the estimated charges based on PAI’s time and material rates then in
effect. If Customer does not authorize PAI to perform such repairs at Customer's
expense, PAI may terminate immediately its obligation to provide Service under this
Agreement with respect to the Product, without liability for termination of this Agreement
and may invoice Customer for its customary inspection fee in lieu of service for direct
sale Customers. For Customers who purchased Service through a reseller in PAI’s
distribution channel, Customer will be invoiced by that reseller.
3. SOFTWARE MODIFICATIONS AND UPGRADES
3.1 PAI will provide maintenance upgrades, software patches and telephone assistance
of a technical nature on licensed software approved and provided by PAI (“PAI
Software”) only. PAI, or its licensors, may issue maintenance upgrades or patches or
provide for on‐site services necessary to correct errors that significantly affect software
performance in accordance with the PAI Software’s operating specifications. Unless
documentation states otherwise, support will be provided for the
current and previous version release of the PAI Software.
3.2 PAI, and its licensors, reserve the right to develop new features and functionality
improvements, which may be offered to Customers as version releases under a
separate price schedule.
3.3 All PAI Software is subject to the terms and conditions of the applicable software
license that was in effect at the time the software was licensed from PAI, or its licensors.
License Terms are applicable as long as the PAI Software is being used, even if
maintenance services are no longer available.
4. TERM
Services will begin on the start date specified in the Quote (“Effective Date”) and end on
the end date specified in the Quote (“Term”). Thereafter, Service may be renewed for
successive periods (each a "Renewal Period"), as defined in the Quote, at then effective
policies , support plans and current price schedule, upon the mutual written consent of
Customer and PAI, or until earlier terminated as provided in this Agreement.
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5. PAYMENT AND PRICE CHANGES
5.1 Whether Customer purchases Service directly from PAI, or through PAI’s
distribution channel, Customer shall pay maintenance service charges on an annual or
multi‐year basis prior to the commencement of Service. The service fees for Renewal
Periods are subject to change upon forty‐five (45) days' prior written notice, except
that PAI may adjust the charges for the then‐current Service period if Products are
added or Product specifications, attachments, or features change during such
period.
5.2 Customer acknowledges and agrees that PAI shall not be charged, and PAI shall
not be responsible for paying, any fees that Customer or any third party engaged by
Customer, may attempt to charge PAI for credentialing or registration fees (“Access
Fees”) to access Customer’s premises in order to provide Service on Products.
Customer expressly acknowledges that it did not inform PAI of any Access Fees before
purchasing Service, and that the pricing Customer received did not contemplate or
include such fees. If PAI is unable to enter the Customer’s premises to provide Service
at the time scheduled by Customer, due to Customer or any third party attempting to
charge PAI Access Fees in violation of this Agreement, PAI shall be released from all
liability for not providing Service at the scheduled time, and PAI may charge Customer
for any time spent at Customer’s site.
5.3 For Customers who purchase Service directly from PAI, payment of fees for Service
is due net 30 days from date of invoice, except for service fees due upon renewals,
which are due and payable prior to the renewal date. For Customers who purchase
Service through PAI’s distribution channel, payment of fees will be due in accordance
with the payment terms agreed upon by Customer and the relevant reseller.
5.4 If Customer purchased Service through PAI’s distribution channel, and the reseller
you purchased the Service from does not pay PAI within 60 days from invoice, PAI may
immediately terminate the Agreement, without notice to Customer, at PAI’s sole
discretion and without any penalty owed to Customer or reseller.
5.5 If Customer purchased Service directly from PAI, PAI may assess interest on all
amounts, which are due and unpaid at the maximum rate allowable by law, if Customer
fails to pay all charges within 30 days from date of invoice. Customer shall pay any and
all sales and use taxes, which may become due in
connection with this Agreement. Customer shall pay any and all cost associated with
the collection of fees for Service, including, but not limited to: attorney’s fees, invoicing,
restocking, invoicing and collection costs.
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6. PRODUCT CONDITION
Customer represents and warrants that as of the Effective Date of this Agreement the
Product and all Product safety features are in good condition; are operating in
accordance with the Product specifications; have been maintained in accordance with
Product manufacturer’s Product performance specification; and have not been modified
without PAI’s prior written authorization.
7. SERVICE EXCLUSIONS AND LIMITATIONS
Service provided under this Agreement does not include services or parts replacement
related to the following:
• Damage or malfunction of the Product due to fraud, tampering, or misuse or the use of
components, assemblies or modules not supplied by PAI or by its authorized resellers
or authorized for use with the product.
• Accessories or missing parts, supplies, consumables and expendable items, or those
items identified as being the user’s responsibility in the Product’s Operator’s Guide and
Cleaning and Maintenance Guide
• Replacement of Product or increased service time required due to casualty, accident,
damage, acts of God, transportation, alteration, missing parts, neglect, misuse or
abuse, operator error, failure of proper management or supervision;
• Damage caused by failure to remove the shipping restraint;
• Damage or malfunction due to unsuitable physical operating environment;
• Damage caused by use of supplies, cleaners or accessories not approved by PAI;
• Improper handling or maintenance;
• Service or modifications not performed by PAI or its authorized service provider;
• Product installation, set‐up, configuration or other non‐repair services;
• Problems due to failure of Customer to conform to PAI’s site specifications;
• Replacement of motors or electrical components due to changes in power line
specifications;
• Time spent in locating equipment not at the specified location or waiting for Product
availability;
• Service or parts associated with any unauthorized modifications, alterations,
attachments or service, or problems related to the installation of non‐manufacturer
supplied software or system components;
• Service associated with the use of supplies or consumables that do not conform to
Product specifications;
• Rebuilding or reconditioning of Product;
• The installation, discontinuance or removal of the Product;
• Relocation, systems engineering, programming, reinstallation of user operating
systems or applications software, reconstruction of data, operational procedures,
operating system services, system administration services, network system
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administration services, or consultation services;
• Cables and installation of cables;
• User maintenance training;
• Product maintenance after expiration or termination of the Agreement, due to
Customer’s delay or rescheduling during Term; or
• Circumstances beyond PAI’s control.
8. CUSTOMER RESPONSIBILITIES
Failure to meet these responsibilities may result in additional charges or denial of
service, at PAI’s sole discretion. Customer will, as appropriate for the Products:
• Provide initial problem solving assistance to site users;
• Differentiate software and hardware malfunctions;
• Request Service only when a malfunction is evident on Product covered under this
Agreement, except as otherwise provided in the applicable Description of Services;
• Perform appropriate problem analysis and corrective actions by following
troubleshooting and remedial actions as prescribed by PAI’s technical assistance
center, including Customer maintenance;
• Maintain site environmental ranges including space, electrical power, air conditioning
and humidity within Product specifications;
• Provide continuous and appropriate resource availability during problem resolution;
• Maintain software documentation and install, as directed, any maintenance upgrades
and patches supplied by software manufacturers;
• Supply consumable items (such as lamps, feed rollers, or other components that are
replaced due to normal wear and/or as referenced in the Manufacturer's Manual(s));
• Provide service personnel with immediate access to the Products when service is
requested;
• Perform preventative maintenance and error recovery procedures, as defined in the
individual Products’ user manual;
• Provide service personnel with immediate access to the Products when service is
requested; and
• Keep the site environment ranges within the specifications set forth by the
manufacturer of the relevant Product.
9. PROPERTY OF PAI
Maintenance material, tools, documentation, diagnostics, firmware and test equipment
provided by PAI shall remain the exclusive property of PAI.
10. WARRANTY AND DISCLAIMER
PAI warrants that it shall perform the Service required under this Agreement in
accordance with industry practices and standards generally applicable to such Services.
This warranty pursuant to this Section 9 shall remain in effect for a period of ninety (90)
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days following PAI’s performance of any Services hereunder, or until the termination of
the Agreement, whichever is sooner.
PAI'S WARRANTY OBLIGATIONS UNDER THIS SECTION 10 ARE IN LIEU OF ALL
OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, AND PAI
SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION,
THE IMPLIED WARRANTIES OF NON‐INFRINGEMENT, MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
11. LIMITATION OF LIABILITY
THE SERVICES OUTLINED IN THESE TERMS ARE PAI’S ONLY OBLIGATION. PAI
AND ITS SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INCIDENTAL,
SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, THIRD PARTY CLAIMS,
LOSS OF PROFITS OR DATA, OR LOSS OF USE OF PRODUCT OR EQUIPMENT
OR OTHER BENEFITS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE SERVICE PERFORMED UNDER THIS AGREEMENT,
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT,
EVEN IF PAI OR SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
This limitation of liability will not apply to claims for injury to persons caused by the sole
negligence of PAI or of persons under its direction or control. Customer agrees that
PAI’s liability from any cause, whether based upon contract, tort, breach of warranty,
negligence or otherwise shall be limited to the lesser of $5,000 or the total amount of
PAI’s maintenance service fees paid to PAI pursuant to this Agreement. In all cases any
claim must be brought within twelve (12) months after the occurrence of the alleged act
or omission, giving rise to the damage.
12. TERMINATION
Either party may terminate the Agreement, with or without cause, at any time upon thirty
(30) prior written days notice to the other party; provided however that a Customer who
elects to terminate this Agreement and who received a discount from the normal charge
for Services to be provided under this Agreement shall be liable for an early cancellation
fee in an amount equal to the discount received.
If Customer purchased Service directly from PAI, and Customer elects to cancel this
Agreement within the first six months of the term of the Agreement, Customer shall
receive a refund in an amount equal to the lesser of (i) 75% of the total amount paid by
the Customer under the Agreement prior to the effective date of cancellation or (ii) the
prorata amount for the remaining unexpired term of the
Agreement, less charges at PAI’s customary time and materials rate for onsite visits
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made and for
consumables provided to the Customer.
If Customer purchased Service through PAI’s distribution channel, and Customer
notifies the reseller of Customer’s intent to terminate the Agreement within the first six
months of the term of this Agreement, PAI shall refund to reseller, an amount equal to
the lesser of (i) 75% of the total amount paid by the Customer under the Agreement
prior to the effective date of cancellation or (ii) the prorata amount for the remaining
unexpired term of the Agreement, less charges at PAI’s customary time and materials
rate for onsite visits made and for consumables provided to the Customer. The refund
will be sent by reseller to Customer.
A Customer who elects to cancel the Agreement after the first six‐month period is not
eligible for refunds of any kind whatsoever. A Customer will be charged for any Service
provided prior to cancellation of the Agreement at time and material rates. Either party
may terminate this agreement upon written notice to the other party: (i) for failure of the
other party to comply with any material term or condition of this Agreement and such
failure is not remedied within thirty (30) days of written notice
of such failure by the other party, or (ii) if the other party make an assignment for the
benefit of creditors, becomes unable to make payments due, or becomes the subject of
any bankruptcy, receivership, or similar proceeding. PAI may terminate this Agreement
if Customer is in default of this or any other Agreement with PAI.
13. FORCE MAJEURE
PAI shall be excused from performance under this Agreement if such failure or delay
arises out of cause(s) beyond the reasonable control of PAI, including without limitation
acts of God or the public enemy, earthquake, fires, floods, epidemics and unusually
severe weather, material shortages, strikes or similar labor disruptions.
14. COMMUNICATIONS WITH CUSTOMER
PAI, and its agents and third‐party resellers, shall have the right to contact Customer
by telephone, email or other means, regarding the Services, renewal of the Services or
other products and services that PAI believes may be of interest to Customer. Customer
hereby agrees and consents to receive communications in accordance with this
Section.
15. Confidentiality
PAI does not wish to receive any confidential information of Customer in the course of
providing maintenance services, and Customer shall take all reasonable precautions to
avoid disclosing any of its confidential information or that of its customers, employees or
clients (”Confidential Information”) to PAI and its employees and Service Providers.
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However, in the event that PAI’s employees or Service Providers become exposed to
Confidential Information, PAI will ensure that such information is protected against
unauthorized disclosure using the same degree of care, but no less than a reasonable
degree of care, as PAI uses to protect its own information of a like nature. Customer
understands and expressly agrees that PAI may discuss with and disclose any
confidential information to the manufacturer(s) of the Product(s) that will be serviced
under this Agreement.
16. Waiver of Default
Any failure of either party at any time, from time to time, to require or enforce the strict
keeping and performance by either party of any of the terms and conditions of this
Agreement shall not constitute a waiver by either party of a breach of any such terms of
conditions in the future and shall not affect or impair such terms or conditions in any
way, or the right of either party at any time to avail itself of such remedy as it may have
for any such breach of any term or condition. No waiver of any right or remedy
hereunder shall be effective unless expressly stated in writing by the waiving party.
17. GENERAL
17.1 This Agreement (consisting of the Quote, these Terms and Conditions, and the
Description of Service Program contains the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior and contemporaneous oral
or written proposals, negotiations, understandings, agreements, and other
communications between the parties.
17.2 This Agreement may not be amended and no provision of this Agreement shall be
considered modified by either party unless the amendment or modification is made in
writing and signed by both parties.
17.3 The terms and conditions of this Agreement shall control and take precedence
over any contrary terms contained in any invoice, purchase order, or other document
exchanged by the parties in connection with this Agreement.
17.4 This Agreement shall be governed by the laws of the State of California, without
regard to conflicts of law provisions.
17.5 PAI may assign this Agreement and its rights under this Agreement to any its
parent or an affiliate. Customer may not assign this Agreement without PAI's prior
written consent.
17.6 Any notice or communications between the parties shall be in writing and delivered
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personally or by first class mail, postage prepaid, by facsimile transmission verifiable as
received with a contemporaneous date‐stamp, or by email to the parties' respective
addresses as set forth in the Quote.
17.7 In the event of a dispute which arises in connection with this Agreement (other
than disputes related to unpaid fees, charges and other sums due from Customer under
this Agreement), the parties' exclusive remedy will be binding arbitration in Santa Clara
County, California by the American Arbitration Association ("AAA") in accordance with
its then‐current Commercial Arbitration Rules before a single arbitrator. In the event
the parties are unable to agree upon an arbitrator, the AAA will select the arbitrator
according to its Commercial Arbitration Rules. Judgment upon any award rendered in
such arbitration may be entered in any court having jurisdiction thereof.
17.8 In the event that litigation is instituted between the parties in connection with any
controversy or dispute arising from, under or related to this Agreement, the judgment
therein shall include a reasonable sum to be paid to the prevailing party for and on
account of attorneys' fees and costs incurred in such litigation, including those incurred
on appeal.
17.9 If any provision herein is held invalid or illegal by any court of competent
jurisdiction, the same shall be deemed severable, shall in no way affect any other
provision, and shall be deemed replaced by a provision which comes closest in
language and intent without being invalid or illegal.
17.10 This Agreement and any renewals or modifications hereof may be executed in
one or more original signed counterparts or signed counterparts transmitted by email or
facsimile, each of which shall be treated as though it were an original document and
which together shall constitute one and the same instrument.
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