Hardware Maintenance Service Specific Conditions

1. General

These terms determine the rights and obligations between Escaux S.A., with registered address 408, Chaussée de Bruxelles, 1300 Wavre, BTW/TVA BE 0452498367 RPR/RPM Nivelles (hereafter "ESCAUX") and its Customers in respect of the maintenance of the Escaux UCS Hardware equipment and Hardware related equipment.

The Hardware Maintenance Service Specific Conditions is an option that can be added to the purchase of equipment of Escaux provided under the General Purchase Terms and Conditions. These terms therefore need to be read in conjunction with the General Purchase Terms and Conditions.

For all elements not explicitly changed in these Terms, the General Purchase Terms and Conditions remain applicable.

The customer can subscribe at any time to a Hardware maintenance contract with ESCAUX. Acceptance of the request for a maintenance contract shall be subject to a prior technical examination, at the Customer's expense and billed at the rates then applicable.

All changes or extentions of equipment used in Escaux UCS has as a consequence that the maintenance fee shall be accordingly adapted.

2. Duration and Termination

Customers that buy Equipment for their Escaux UCS solutions can at any time subscribe to a Maintenance Contract. The customer needs to declare that they are the sole and full owner of the Equipment for which they sign a Hardware Maintenance Order. In case he does not have full ownership title, the contracting party needs to provide proof of the power of attorney to sign the agreement and is allowed to agree upon all possible actions that can be undertaken by Escaux in the framework of the Maintenance Service Contract.

The Maintenance Contract will become effective as of signature of the Hardware Maintenance Order and shall continue for an initial period of three (3) years which shall be automatically prolonged for additional periods of one year, unless terminated by either party notified to the other party per registered letter at least three months prior to the end of the initial term or subsequent prolongations.

Insofar as the removal of the Equipment from one location to another has been consented upon by ESCAUX, such event shall not have an influence on the duration of the Maintenance Contract.

3. Services

The Maintenance Services are only applicable on the hardware used in Escaux UCS and in case the Equipment is purchased from ESCAUX.

In the event of a hardware failure, confirmed by an Escaux support engineer, an RMA number (Return Material Authorisation) will be provided to the customer during the working hours.

Replacing the Equipment or the provision of an exchange part for the Equipment will be shipped to the customer provided that the customer ships the failed Equipment to Escaux within 3 working days as of failure report and confirmation by Escaux that the Equipment needs to be replaced. The replacement Equipment or part of the Equipment will be shipped within one day of confirmation by ESCAUX. Escaux maintains the right to charge the replacement Equipment or part of the Equipment should the customer fail to ship the failed Equipment to ESCAUX.

Excluded from the Maintenance Services are:
  • wireless equipment, PDA's, GSM's and headsets.
  • damage of any kind whatsoever the cause of which does not predate the sale;
  • damage, faults and defects attributable to the Customer, accidental damage, improper usage or poor maintenance, failure to comply with the instructions given in the user manual, lightning, humidity, temperature conditions outside accepted range, power surges or any force majeure whatsoever;
  • the repair or replacement of loose parts (cords, wires, outlets, antennas, etc.), the replacement of accessory elements that require regular replacement (batteries, paper, ink, etc.) and the supply of cleaning products.
  • Software maintenance, for which a separate service contract can be concluded.
  • the Customer cannot proof that the Purchase was done via ESCAUX. Such proof can be established by providing a copy of the bill, receipt or ad hoc certificate provided by ESCAUX;
  • the Customer, or a person not designated by ESCAUX, changes or repairs the Equipment;
  • the Equipment serial numbers and/or the brand names are removed or changed.
  • no Return Authorization (RMA Number) is obtained from Escaux
  • returned products are not marked with the RMA number and accompanied by a description of the nature of the defect
  • returned items are damaged beyond normal wear and tear usage
  • the customer does not ship back all materials
  • If it is established that a failure or the continuation of a failure affecting either or not a service can be attributed to a third party (neither the customer, nor ESCAUX, nor a supplier to ESCAUX) solving the failure will be considered to fall within Force Majeure.

Upon request, the equipment can be installed and configured by an Escaux technician at charge of the customer under a support service contract.

4. Payment Terms

The initial amount for the Maintenance Service Contract shall be determined on the Order form.

All costs resulting from shipping, including damages during shipment, configuration and installation costs will be at charge of the customer.

Escaux reserves the right to review pricing each year on 1 January following the AGORIA index witch set the rules for the telecom market.

The Maintenance costs will be invoiced on a bi-annual or annual basis in advance.

The Customer shall remain jointly and severably responsible for payment in case a third party payment party has been appointed.

Our General Terms and Conditions of Payment are applicable.

5. Intellectual Property Rights

All relevant provisions regarding the intellectual property rights of Escaux in the General Purchase Terms and Conditions apply to the sold Equiment.

6. Notice

Notices hereunder shall be in writing and addressed to Company at the address provided in the Hardware Maintenance Order, or, in the case of ESCAUX, to ESCAUX, Inc., Attn. Legal Counsel, Chaussée de Bruxelles 408, 1300 Wavre, Belgium

7. Applicable law and competent courts

The provisions of these General Terms and Conditions shall be governed by Belgian law.

Any disputes arising from the conclusion, performance, interpretation of these terms shall be amicably settled between the parties. Should the parties fail to reach an agreed solution, any disputes arising from this Agreement shall be submitted to the exclusive jurisdiction of the courts of Namur, Belgium.
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