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expense incurred by the Purchasing Entity in relation to the preparation and shipping of Product(s) <br />rejected and returned, or for which Acceptance is revoked. <br />4.10.6. Transfer of Title <br />a) Contractor shall have exclusive title to the Products being delivered and the Products shall be <br />free and clear of all liens, encumbrances, and security interests. Title to the Device shall only <br />pass to the Purchasing Entity upon: <br />i) Purchasing Entity up -front purchase of the Device; <br />ii) Purchasing Entity exercising the purchase option at the end of a Fair Market Value Lease; <br />III) Upon expiration of a Purchasing Entity's $1 Buyout Lease; or <br />iv) Purchasing Entity has secured Third Party financing and payment is being made directly <br />to the Contractor by the Purchasing Entity. <br />b) Transfer of title to the Product shall include an irrevocable and perpetual license to use any <br />Embedded Software in the Product. If Purchasing Entity subsequently transfers title of the <br />Product to another entity, Purchasing Entity shall have the right to transfer the license to use <br />the Embedded Software with the transfer of Product title. A subsequent transfer of this <br />software license shall be at no additional cost or charge to either Purchasing Entity or <br />Purchasing Entity's transferee. <br />4.10.7. If any Services do not conform to Contract requirements, the Purchasing Entity may require the <br />Contractor to perform the Services again in conformity with Contract requirements, at no increase <br />in Order amount. When defects cannot be corrected by re -performance, the Purchasing Entity may <br />require the Contractor to take necessary action to ensure that future performance conforms to <br />Contract requirements; and reduce the Contract price to reflect the reduced value of Services <br />performed. <br />4.11. Warranty Requirements <br />4.11.1. The Warranty period shall begin upon Acceptance of the Products, and shall be for a minimum of <br />ninety (90) days for purchase, lease and rental Equipment, regardless of whether Purchasing Entity <br />has elected to enter into a Maintenance Agreement. <br />4.11.2. Three Year Performance Guarantee: The performance and operation of any new Sharp MFD <br />acquired under the Master Agreement shall be quaranteed for 3 years from the date of installation <br />as long as the Purchasing Entity has maintained a full Service Maintenance Agreement with the <br />Contractor or their Authorized Dealer, using only Sharp Supplies and parts. If the MFD is not <br />performing within the Device's design specifications and cannot be repaired by Contractor or their <br />Authorized Dealer, then Contractor shall replace the Equipment with a like model with comparable <br />features. <br />4.11.3. Devices that are sold under this Master Agreement will come with the standard features as <br />published on the Manufacturers website, and will not deviate from the stated specifications. <br />4.11.4. Products shall be in good working order, free from any defects in material and workmanship, and <br />fit for the ordinary purposes they are intended to serve. <br />4.11.5. If defects are identified, per mutual agreement of Contractor and the Purchasing Entity, Contractors <br />obligations shall be limited solely to the repair or replacement of Products proven to be defective <br />upon inspection. <br />4.11.6. Replacement of Products shall be on a like -for -like basis and shall be at no cost to the Purchasing <br />Entity. <br />Page 42 <br />Coplers and Managed Pdnt Services - RFP-NP-19-001, NB$tg=gut plaster Agreement Terms and Conditlons, CMS N 140603 <br />