EXHIBIT 12.1
Revised 5/2000
EXTENDED HARDWARE WARRANTY PRODUCTS APPENDIX
1. SCOPE OF THE WARRANTY
In connection with the Extended Hardware Warranty offered by NECAM to
participating Associate to be offered for resale to Associate's Customers
("Customers") in connection with each sale by Associate of an NEC pbx or
key system, NECAM agrees to provide Associate with the services described
herein as to those hardware components covered by an Extended Warranty
provided by Associate to its Customers. A sample copy of such System
Protection Plan Customer Contract and Site Registration/Software License
Agreement is attached hereto.
2. TERM
Such Extended Warranty shall commence on the date of system installation as
set forth on the Extended System Protection Plan Customer Contract or sixty
days from the date of shipment, whichever occurs first, and shall be for a
period of five years from such date. Such extended Warranty shall be
conditioned upon NECAM receiving a fully executed copy of the Extended
System Protection Plan Customer Contract, Site Registration/Software
License Agreement and a written listing of the bar code numbers of all
covered components.
3. EQUIPMENT ELIGIBLE FOR COVERAGE
To be eligible for warranty coverage, the hardware components must
a. be purchased from a NECAM authorized distributor;
b. have all applicable bar codes properly registered with NEC America by
the authorized NECAM Associate installing the system or replacement
component; and
c. receive all manufacturers recommended service and maintenance,
performed by a NECAM authorized distributor.
NECAM reserves the right to refuse warranty coverage on any hardware
components which are not eligible for warranty coverage under this
Agreement and to notify the Customer of such refusal.
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Revised 5/2000
4. SERVICE PROVIDED
NECAM shall repair or replace all hardware components found to be
defective. Parts which are replaced shall become NECAM's property. Upon
registration of their bar codes with NECAM and identification of the bar
codes and return of the defective parts they replace, all replacement
components shall be warranted for the remaining term of the Extended
Warranty term. Associate may replace a defective component with a component
from its inventory, provided such component is either new or has been
reconditioned in accordance with any procedures or requirements of NECAM.
If Associate replaces a defective hardware component with a component from
its inventory, then NECAM shall return to Associate either the repaired
component or a replacement component. In such event, such component shall
be warranted for whatever term of warranty remained on the component
installed as a replacement component in the Customer's system. Defective
components whose bar codes do not correspond to the bar codes previously
registered with NECAM will not be repaired or replaced by NECAM and will
result in the imposition of the then applicable NECAM processing fee.
5. WARRANTY
NECAM warrants that all repaired or replacement components will conform to
specifications applicable at the time of the effective date of such
warranty or such revised specifications as may be applicable. Associate's
sole remedy for breach of this warranty is repair or replacement of the
defective hardware component or pro rata refund of the price paid for such
extended warranty. THIS IS THE EXCLUSIVE WARRANTY RELATING TO HARDWARE
COMPONENTS AND NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, SHALL APPLY.
NECAM SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
6. EXCLUSIONS FROM SERVICE
The following are not included under this Agreement:
a. Repair or replacement of components, which, in NECAM's opinion, are
required due to misuse, abuse, improper installation or application,
improper maintenance or repair, alteration, accident or negligence in
use, improper temperature, humidity or other environmental condition
(i.e. lightning, water, shock damage), improper storage, transport or
handling or failure of components or supplies not furnished by NECAM.
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Revised 5/2000
b. Repair or replacement of components, which are required due to
unauthorized attempts by persons not authorized by NEC America to
provide service to repair, maintain, or modify the hardware components
covered by this Agreement.
c. Repair or replacement of components, which are not part of the
original system installed by the Associate, and whose bar codes have
not been registered with NEC as covered by the Extended Warranty.
d. Repair or replacement of components which, when installed, were
neither new nor reconditioned in accordance with NECAM procedures and
requirements.
Extended Warranty coverage will be available on added or substitute
components on payment of the applicable fee set by NECAM.
Any service excluded by this Agreement and provided at the request or
with the agreement of the Associate shall be paid for by Associate
based on current rates for materials and labor in effect when the
service is provided.
e. Non-electronic components of the NEC system including, but not limited
to, software, cables, covers, brackets and screws.
f. Dell Computer Corporation's computer platform used in conjunction with
the Active Voice AD-40 voicemail system.
7. TRANSFER AND ASSIGNMENT
a. This Extended Warranty is not transferable by Associate and may be
enforced only by the original Associate purchaser, except with the
written consent of NECAM and upon payment by an authorized NECAM
Associate transferee of any applicable transfer fee and execution of
required documentation confirming the terms of such assignment.
b. This Extended Warranty shall not operate to extend the term of
Associate's Associate Agreement and shall terminate immediately upon
termination or nonrenewal of the Associate's Agreement or of
Associate's authorization to distribute the covered hardware
components. In such event, Associate hereby consents to the assignment
of this Agreement to a then currently authorized NEC America Associate
or Authorized Fusion VAR
8. LIMITATION OF LIABILITY
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL NEC AMERICA, INC. BE
LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR SIMILAR DAMAGES, SUCH AS
(BUT NOT LIMITED TO) "DOWNTIME", EXCESS COSTS OR LOST BUSINESS REVENUES
RESULTING FROM ITS BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT, ITS
TORTIOUS CONDUCT IN OR RELATED TO TI-IL PERFORMANCE OF ITS OBLIGATIONS
HEREUNDER, A PRODUCT MALFUNCTION OR FROM UNAUTHORIZED OR IMPROPER USE OF
PRODUCTS INCLUDING BUT NOT LIMITED TO TOLL FRAUD OR COMPUTER VIRUSES.
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9. MISCELLANEOUS
a. NECAM reserves the right to terminate this Extended Warranty program
prospectively.
b. XXXXX also reserves the right to terminate prospectively Associate's
participation in this Extended Warranty program at any time upon
written notice to Associate.
c. Except as specifically provided herein, all provisions of the
Associate Agreement, including but not limited to Section 21
pertaining to hardware warranty, shall apply to Associate's
participation in this program.
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