[Name] (Buyer) agrees to purchase and [name] (Seller), by acceptance of this Agreement, agrees to sell the machines and features (the machines) listed below (more fully described in attached specification sheets [omitted]).
1. Prices and Identification of Machines. Buyer agrees to purchase the following:
[schedule of computers specifying item, type, model, warranty category, description, quantity, price, and total price]
2. Additional Price Terms. Prices of the machines are FOB Seller's plant. Buyer will pay all transportation, rigging, and draying charges. All taxes, except those based on Seller's net income, will be added to the price of the machines. Buyer will pay any personal property taxes assessable on the machines after delivery to the carrier.
3. Changes in Prices.
a. Increases. Prices of the machines will not be affected by any price increase that takes effect during the three months before the date of shipment of the machines. However, Buyer is subject to all other price increases. If the price of any machine is increased, Buyer may elect to cancel this Agreement, either as it relates to that machine or in its entirety. This cancellation must be made by written notice to Seller sent within [number] days of notification of the price increase. Absent such written cancellation, the higher prices shall be effective.
b. Decreases. Buyer is entitled to the benefit of any decrease in price established by Seller up to and including the date of installation, or [number] days after plant shipment, whichever occurs first.
4. Time for Execution and Payment. This Agreement must be received by Seller on or before the date of installation of the machines. Payment in full for each machine is due on the date of installation, unless otherwise provided in a contract for installment payment between Seller and Buyer.
5. Title to Machines. Title to each machine passes from Seller to Buyer on the date of shipment, or on the date of acceptance of this Agreement by Seller, whichever is later.
6. Security Interest. Seller reserves a purchase-money security interest in each machine in the amount of its purchase price. This security interest will be satisfied by payment in full unless Buyer and Seller have otherwise agreed on an installment payment contract. This Agreement serves as a financing statement. It may be filed, at any time after Buyer has signed it, with the appropriate state authorities in order to perfect a security interest. Such filing, however, does not constitute acceptance of this Agreement by Seller.
7. Risk of Loss or Damage. Risk of loss or damage remains with Seller (and its insurers, if any) up to and including the date of installation. This includes damage caused by Buyer's negligence, except for loss or damage caused by nuclear reaction, nuclear radiation, or radioactive contamination caused by Buyer. After the date of installation, the risk of loss or damage will be with Buyer.
8. Delivery. Seller will deliver machines according to a delivery schedule agreed upon with Buyer subject, however, to conditions beyond Seller's control. The manner of shipment must take into consideration the nature of the machinery and the hazards of transporting it.
9. Installation.
a. Installation Requirements. Buyer must provide all facilities required by the appropriate "installation manual-physical planning" of Seller, and furnish all labor required for unpacking and placement. Packaging materials are the property of Buyer. Seller will install the machines in good working order.
b. Date of Installation. The date of installation for purposes of this Agreement is the business day following either (i) the day Seller determines the machine has been installed and is in good working order or (ii) the day the machine is delivered and Buyer fails to provide the proper installation facilities. Seller will notify Buyer when the machine has been installed and is in good working order.
10. Warranty.
a. Manufacturing Standards. The machines may be (i) newly manufactured by Seller, using new and/or serviceable used parts (equivalent to new in performance); (ii) assembled by Seller from serviceable used parts; or (iii) machines previously installed. Machines assembled from serviceable used parts and those previously installed will meet Seller's functional product specifications for new machines in effect at the time of shipment.
b. Service and Parts Warranty. Beginning on the date of installation, Seller will maintain the following machines in good working order, at no charge to Buyer, for the following periods:
[schedule of computers specifying type of machine and service warranty period]
(solid state and other electronic devices only)
Seller will make all necessary adjustments, repairs, and replacement of parts at Buyer's request. All replacement parts will be new or equivalent to new in performance. Replaced parts become the property of Seller, on an exchange basis.
Seller may store on Buyer's premises any parts or maintenance equipment necessary to service the machines under warranty.
Service will normally be furnished by Seller's nearest branch office. Seller shall have full and free access to the machines in order to service them. Buyer will not be charged for travel expenses incurred in servicing machines under warranty, except where such machines cannot normally be reached by automobile or scheduled public transportation. Buyer must promptly notify Seller of any change in location of a machine during its period of warranty.
Seller will furnish service not covered by this warranty at its applicable hourly rates, and on terms in effect at the time.
c. Parts Warranty. Seller warrants that each [category] machine, excluding solid state and other electronic devices that are warranted for [number] months, will be free of defects in material and workmanship for [number] years. Seller's obligation is limited to providing replacements for parts. Buyer must promptly notify Seller of any part Buyer believes is defective. Seller will replace any part found to be defective upon inspection by Seller. All replacement parts will be new or equivalent to new in performance. All replaced parts become the property of Seller on an exchange basis. Seller will furnish no service under this parts warranty.
11. Limitation of Warranty. The warranties provided in Paragraph 10 do not apply to the repair of damage (or any increase in service time) caused by the following: (a) accident, transportation, neglect, or misuse; (b) alterations of the machines (including, but not limited to, any deviation from the circuit or structural machine designs provided by Seller, installation or removal of [features], and any other modifications) and maintenance performed by anyone other than Seller's representatives; (c) any machine other than a machine owned by Seller, or under warranty with Seller or covered by a maintenance agreement with Seller; (d) failure to provide a suitable installation environment with all facilities required by Seller's appropriate "installation manual-physical planning" (including, but not limited to, failure of or the failure to provide adequate electric power, air conditioning, or humidity control; (e) use of supplies or materials that do not meet Seller's specifications for installation; or (f) use of the machine other than for the purposes for which it was designed. Seller is not responsible for (a) failure to provide service or parts due to causes beyond its control; (b) service or replacement of parts required to adjust or repair any machine, or part, if it is impractical to do so due to alterations in the machine or its connection to another machine or device; and (c) service or replacement of parts if the machine is located outside the United States or Puerto Rico.
12. Responsibility for Use and Damage. Buyer is responsible for proper use, management, and supervision of the machines and programs, audit controls, operating methods, and office procedures for establishing any controls required over access to data, and for establishing all procedures governing the intended use of the machines and the security of the data stored in them. Seller will not be liable for any damages caused by...
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