amc papers

(LOG YOUR CALL AT TOLL FREE NO.: 1800-103-3854)

ANNUAL MAINTENANCE CONTRACTThis Maintenance Contract (hereinafter referred to as “Contract”/ “Agreement”) is entered on between FUJIFILM INDIA PRIVATE LIMITED having its registered office at C-1/114 GROUND FLOOR, Janakpuri, New Delhi 110058, India, hereinafter referred to as "FUJIFILM India" (which expression unless repugnant to the context or the meaning thereof shall include its representatives, successors, affiliates and permitted assigns) of the FIRST PART

AND PRITI Hospital(A unit of Priti Medical Research and Charitable Trust) here in after called ‘the Customer’ (which expression unless repugnant to the context and the meaning thereof, shall include the successors, representatives, affiliates and permitted assigns) of THE SECOND PART;

[“FUJIFILM India” and “Customer” are hereinafter individually referred to as a ‘Party’ and jointly as ‘Parties’].

WHEREAS

A. FUJIFILM India is engaged in the business of sale, supply servicing and repair of FUJI make Product/Equipment such as Capsula-X,DRYPIX-PRIMA,DRYPIX7000 etc.(Hereinafter may be referred to as Products/ Equipment/Item/Units) including its accessories/consumables.

B. The Customer is desirous of entering into Maintenance Contract with FUJIFILM India for their Product/Equipment as mentioned in clause 2 of the Agreement) site:39-C.Y. CHINTAMANI ROAD,GEORGE TOWN,ALLAHABAD-2,PIN-211002 Product of Customer(here in after referred to as “Customer Premises”).

C. FUJIFILM India is desirous to carry out the Contract at Customer’s Premises or at any other place which FUJIFILM India thinks fit for service of Product.

D. NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE RESPECTIVE COVENANTS AND AGREEMENTS SET FORTH IN THIS CONTRACT AND OTHER CONSIDERATION, THE RECEIPT, SUFFICIENCY AND ADEQUACY OF WHICH IS HEREBY ACKNOWLEDGED, AND INTENDING TO BE LEGALLY BOUND HEREBY, THE PARTIES AGREE AS FOLLOWS;

1. Terms of Contract:

1.1. This Contract shall remain in force initially for a period of ONE Year starting from 1.05.2014 and ending on 30.04.2015(the “Contract Period”) with an option to automatically renew the Contract for one year on the same terms and conditions and similar period as mentioned in Clause 1.1 above unless specifically notified in writing to the contrary by either Party at least one month prior to the due date of such renewal and subject to receiving of payment consideration by FUJIFILM India from the Customer for the renewed term of the Contract.

1.2. The FUJIFILM India shall carry out the Services as per Clause 2 during business working hours as mentioned under Annexure 01 of this Agreement.

FUJIFILM INDIA PVT. LTD. (LOG YOUR CALL AT TOLL FREE NO.: 1800-103-3854)

1


2. Scope of Service during the Contract Period:

2.1 Any function/s of FUJIFILM India covered under Clause 2 is/ are referred to as “Services”.

2.2 The Services covered under this Contract shall be as follows:

(i) Maintenance Services in respect of Equipment/Units and Accessories shall mean FUJI make Equipments/Units/Items/Accessories, which are specifically covered under this Annual Maintenance Contract. The Products/equipments covered under this Contract are…,FCR CAPSULA-X/SN-76822249, DRYPIX-7000/SN-76136810

(ii) PM (PREVENTIVE MAINTENANCE SERVICE)/APPLICATION CALLS Cleaning, testing and calibrating electronic & mechanical parts of the Unit. Application calls will be attended only in EMA Super option. For rest other EMA options, Customer will have to pay in extra for the Application calls..

(iii) All Items and Accessories covered under this Annual Maintenance Contract, which are mechanically or electronically operated, shall be inspected and adjusted as one operating unit, to properly diagnose and correct malfunctions to achieve continued proper operation. If any items of Equipment or accessories are covered by this Agreement, all other inter-connected Items of FUJI make shall also be considered to be covered under this Agreement.

(iv) The Agreement includes: (a) Four preventive maintenance calls(b) All breakdown calls

3. Service Levels

3.1 FUJIFILM India shall use its best endeavor to satisfy the customer but will not be responsible for any losses, costs or expenses arising directly or indirectly from any delay in so doing.

3.2 Preventive Maintenance services shall be carried out as per requisition of Customer provided in clause 5 of this Agreement.

3.3 For “ON CALL” service, FUJIFILM India’s engineer/s/personnel will visit the Customer “On Call” and will carry out requisite repair and maintenance of the Products as and when required by the Customer during business hours mentioned in Annexure-1 of this Agreement as per schedule below;Call received before 3pm – Call shall be attended same day (if working day) or before 12pm of next working day.Call received after 3pm – Call shall be attended before 12pm of next working day.

3.4 For Services under this Contract, the Customer can contact:

Mr.KAMLESH YADAV EXECUTIVE CUSTOMER SUPPORT Mobile: 09721458635 E.Mail. [email protected] Replacement, repair and maintenance of Products/Accessories etc not covered

under this Contract shall be conducted only on payment of requisite charge as agreed with the Customer separately.


2


3.6 Replacement of parts, either by a new one or parts of equivalent in performance shall be done at the sole discretion of FUJIFILM India.

3.7 In case of replacement of a part/s, the defective parts which are replaced shall become the property of FUJIFILM India.

3.8 This Contract is valid to carry out maintenance and repair work at above mentioned CUSTOMER’s Premises. In case of maintenance and repair works are to be carried out at FUJIFILM India’s place, the Customer agrees to follow the process of disconnecting, packing and transporting the Product at his own costs and risks. Any damages caused to the Product during disconnecting, packing and transporting shall be not covered either in this Contract or any other agreement or contract including but not limited to sale or warranty agreement sbetween the Customer and FUJIFILM India. After performing the required maintenance and repair works and under intimation by FUJIFILM India, the Customer undertakes to pack and transport the Product within a reasonable time from the time of such intimation to its Premises at its Customer’s own costs and risks.

4. Payment Terms

4.1 For provision of Services, the Customer shall pay an amount RS. THIRTY EIGHT THOUSAND ONLY. (the “Contract Value”) includes Value Service Tax @12.36% shall be payable 100% in advance at the time of execution of this Contract, by way of cheque /pay order/demand draft payable in the name of FUJIFILM INDIA PRIVATE LIMITED.

4.2 Any tax deductible at source shall be deducted from the Contract Value and the net amount shall be paid by the Customer. The Customer shall issue TDS Certificate to FUJIFILM India. Service Tax or Works Contract Tax/any other tax/levy of similar nature on the Contract Value during the Contract Period shall be borne by the Customer and the same shall be over and above the Contract Value.

5. Responsibilities of the Customer

5.1 The Customer shall advise, as per its convenience, to FUJIFILM India, the dates of visits of FUJIFILM India’s engineer/personnel for Preventive Maintenance, at least 15 days in advance.

5.2 The Customer shall provide to FUJIFILM India’s engineer/s or service personnel/s, free of charge, with space for spare parts, working space, light, ventilation, telephone and electric current outlets, other basic amenities for the use during the periodical Preventive Maintenance and On Call Service.

5.3 Proper operation of the Product must be ensured by the Customer as advised in the Product operation manual (by whatever name called).

5.4 Ensure proper electrical power supply as advised by FUJIFILM India product manual.

5.5 In case of any fault in the Product installed at the Premises, the Customer shall not permit any third party to attend to such faults and the same shall be attended


3


only by FUJIFILM India or its authorized representatives. In case of breach of this condition, the obligations of FUJIFILM India to provide Services under this Contract shall forthwith stand discharged.

5.6 The Customer hereby undertakes to keep the Products clean, correctly reporting any problems relating to it.

5.7 FUJIFILM India shall not be held responsible and the Customer shall be fully responsible and liable to pay additional charges to FUJIFILM India for major repair or overhauling done on any Equipment by FUJIFILM India for reasons/failures caused directly or indirectly by:

(i) Negligent or willful act of the Customer, its employees or third parties.(ii) Omissions by the Customer, its employees or third parties inconsistent with

obligations of the Customer or with the normal care and operation of the Equipment and the Accessories.

(iii) Events not under FUJIFILM India’s control as specified in this Annual Maintenance Contract.

(iv) Modifications of the Equipment not authorized by FUJIFILM India or not recommended by the manufacturer of the Equipment.

(v) Damage resulting out of spillage of chemicals or liquids or corrosive materials on the vital mechanical or electrical components of the Equipment.

(vi) Connection of the Equipment by mechanical or electrical means to devices not recommended by the manufacturer of the Equipment, unless such connection is specifically authorized by FUJIFILM India.

(vii) Work external to the Equipment.(viii) Repair, damage or replacement of parts or increase in service time caused by

neglect, accident or misuse by the customer including without limiting the generality of the foregoing, failure of electrical power, proper grounding of the electrical installation or any other failure not attributable to the Equipment.

(ix) Customer relocates the Equipment or add or remove the Accessories, attachments or other devices without FUJIFILM India’s permission.

(x) Customer uses consumable materials such as films and chemicals other than that recommended by FUJIFILM India.

(xi) Repair of damage or increase in service time caused by the use of the Equipment for purposes other than that for which it was designed.

6. Contract Exclusions

6.1 The Equipment is complex Equipment consisting of Mechanical, Electrical, Electronic and Optical subsystems. FUJIFILM India shall not entertain any claims for consequential or incidental damages resulting from down time before or during servicing of the Equipment.

6.2 FUJIFILM India shall not be responsible to provide any back up Equipment. FUJIFILM India shall not provide service manual to the Customers at site.

6.3 FUJIFILM India shall not be responsible for software errors.

6.4 The Parties clearly understands that all warranties, conditions or other terms, oral, written, expressed, implied, statutory or otherwise in respect of the Equipment or any parts thereof (including any warranty on its condition, quality or fitness for any purpose) or of any parts, supplies or maintenance provided under the terms and conditions herein are hereby excluded.


4


6.5 All Consumables such as IP plates, screens, Cassettes, films, printer inks, CD/DVD, AV sw for web clients etc are excluded

7. Limitation of Liability and Force Majeure

Under no circumstances shall FUJIFILM India be liable either in contract or tort or otherwise for any loss or damage including but not limited to loss of data, information, business, profit or other incidental or consequential losses howsoever caused (and whether caused by FUJIFILM India’s negligence or breach of duty) arising from or incidental to the use or operation of the equipment or provision of maintenance pursuant to the terms and conditions herein (including delay or failure in providing parts, supplies or maintenance) or any non-performance due to Act of God, Force Majeure conditions which shall include without limitation fire flood, act of terrorism, accidents, thefts, riots, environmental conditions, circumstances beyond FUJIFILM India’s control etc. This clause shall survive termination of this Contract.

8. Assignment and Subcontracting

8.1 Neither party may assign this Agreement, any Schedule and/or any rights and/or obligations hereunder without the prior written consent of the other party, provided, however, no such consent shall be required for any assignment by either party of this Agreement, any Schedule, and/or any of its rights and/or obligations hereunder to any (i) subsidiary or affiliate of that party, or (ii) successor pursuant to a merger, consolidation, sale of all or substantially all of its assets, or all or a substantial portion of either party's business and/or business unit to which the Agreement or Schedule(s) relate(s). Any attempted assignment in violation of this Clause 8 shall be void.

8.2 FUJIFILM India can subcontract this Agreement with prior written intimation to the Customer. However, FUJIFILM India shall be responsible for the acts or omissions of the Subcontractor while rendering the services under this Contract.

9. TERMINATION

9.1 FUJIFILM India shall have an option to forthwith terminate this Agreement if there is a change of ownership of the Equipment.

9.2 Either Party can terminate this Agreement, without assigning any reason for termination, by giving 30 days prior written notice to the other Party.

9.3 Upon termination, the Parties shall refund/settle their accounts upto the date of termination.

9.4 Upon termination, either Party shall return any document, spares, etc belonging to the other Party which is required to be returned on expiration or termination of contract.

10. GENERAL CLAUSES


5


10.1. Non exclusive use: Nothing contained in this Agreement shall prevent the Customer using the products not distributed by FUJIFILM India.

10.2 Governing Law and Jurisdiction : This Agreement shall be governed, construed and interpreted under the laws of India. The Courts at New Delhi shall have exclusive Jurisdiction.

10.3 Confidentiality: Each of the Party to the present Contract shall (i) safeguard and protect the other’s confidential information, ancillary/related to present Contract and received and/or obtained during the course of service being provided under the present Contract (ii) Segregate material containing confidential information from the materials of others (obtained if any during the course of the present Contract) and to return the confidential information in case it is no longer needed to perform the obligation or the other’s request. Each Party to the Contract shall make proper disclosure and inform the other immediately on becoming aware of any unauthorized use or disclosure of the confidential information obtained.

10.4 Representations and Warranties: Each of the Parties represents and warrants as under:It is legally competent to enter into and has the full right, power and authority to execute and deliver this Contract, to perform its obligations hereunder and that this Contract constitutes valid and legally binding obligations on it, enforceable against it in accordance with the terms contained herein. It is not a party to, or subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental official or entity, or a contract, whether oral, express or implied other than this Contract or any other deed or instrument, which prevents it from entering into this Contract. It has neither filed for nor has been involved in any bankruptcy, liquidation or winding up proceeding whatsoever. Execution of this Contract does not violate the provisions of its partnership deed/ constitution documents/ bye laws etc, articles of association and memorandum of association and to the extent applicable, it has all requisite corporate power and authority and ability to enter into this Contract and perform the obligations created hereunder. By virtue of this Contract, either Party do not act in any other capacity and/ or manner other than the purposes cited in this Contract whatsoever.

10.5 Entire Contract: Notwithstanding anything contained to the contrary under any previous Agreement whether verbal or written, work order etc, this Contract with all its appendices shall constitute the entire Agreement between the Parties as to the subject matter hereof and it cancels and replaces any prior oral or written agreement on the same subject. All amendments to the contract shall be made in writing.

10.6 Waiver: Unless expressly provided to the contrary herein, failure or delay of any Party to enforce any of the provisions of this Contract or assert any rights hereunder shall in no way be construed as a waiver of such provision(s) or rights and shall not affect the right of the such Party to enforce each and every provision of this Contract in accordance with its terms.

10.7 Remedies: Each Party hereto agree that any remedy or right conferred upon either Party for breach hereof shall be in addition to and without prejudice to all other rights and remedies available to it, whether under law or otherwise.

10.8 Severability: Any provision of this Contract which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such


6


prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

10.9 Arbitration: If any dispute or difference arises between the Parties hereto during the subsistence of this Contract or thereafter, in connection with the validity, interpretation, termination, implementation or alleged breach of any provision of this Contract or regarding any question relating hereto the Parties hereto shall endeavour to settle such dispute or difference amicably. In the event that Parties are unable to agree to an amicable solution to the dispute or difference the Parties hereto shall refer such dispute or difference for arbitration before sole arbitrator to be nominated by the Parties jointly. The arbitration proceedings held in accordance with the rules under the Arbitration and Conciliation Act, 1996. The place of the arbitration shall be New Delhi. The proceedings of arbitration shall be in the English language. The arbitral award shall be substantiated in writing and the arbitral tribunal shall also have the right to decide on the costs of arbitration proceedings.

10.10 Counterparts: This Contract shall be executed in two original counterparts.

10.11 Notices: The Notices under this Contract shall be addressed to the Authorized Signatories of the Company at the address mentioned above and sent through registered post/ speed post/ courier.

IN WITNESS WHEREOF THE PARTIES HAVE CAUSED THESE PRESENTS TO BE EXECUTED ON THE DAY, MONTH AND YEAR FIRST HEREINABOVE WRITTEN

For FUJIFILM INDIA PRIVATE LIMITED

Authorized Signatory

KAMLESH YADAV

Authorized Signatory

FOR PRITI MEDICAL RESEARCH AND CHARITABLE TRUST, ALLAHABADThrough [ ]

ANNEXURE I

1. Normal working hours of FUJIFILM India Private Limited:Weekdays: 9.25 am to 5.00 pm

2. Saturday & Sundays Holiday In addition to Saturday & Sundays other holidays declared as per the list of holidays of FUJIFILM India annexed hereto.


7

amc papers

Documents