Disclaimer:

Disclaimer:


Deze engelse vertaling van de Standaard Service Overeenkomst is initiëel voor eigen gebruik opgesteld door het UMCG Groningen en is welwillend ter beschikking gesteld voor publicatie.


WIBAZ noch het UMCG aanvaardt geen aansprakelijkheid m.b.t. onvolkomenheden of onjuistheden in de engelse versie.




Service Agreement


for


Service of and Maintenance


to


Equipment and/or Plant

Set Service Agreement: Table of Contents


Article  1: Subject • Object

Article  2: Definition of Maintenance Modules

2.1 Safety Inspection

2.2 Quality Measurement

2.3 Preventive Maintenance

2.4 Corrective Maintenance

2.5 Primary Operations

2.6 Components

2.7 Telephone Support

2.8 Condition Report

2.9 Equipment on Loan

2.10 Update

2.11 Upgrade

2.12 Revision Operations

2.13 Availability

          • Uptime: Definition

          • Regular Production Time

          • Downtime

          • Failure

          • Warranty

Article  3: Standards • Safety

Article  4: Fee • Invoicing • Payment

Article  5: Working Hours

Article  6: Failure Report

Article  7: Response Times

Article  8: Principal’s Obligations

Article  9: Assignment of Rights and Obligations

Article  10: Confidentiality

Article  11: Liability

Article  12: Term

Article  13: Premature Termination

Article  14: Amendments

Article  15: Applicable Legal System • Disputes

Article  16: Sundry Terms and Conditions

Principal-name,


represented in the matter at hand by XXXXX, hereinafter referred to as “the Principal”,


and


Supplier-name,


represented in the matter at hand by YYY, hereinafter referred to as “the Supplier”,


hereby agree to such arrangements between them as set out below.


Article 1: Subject • Objective


1.1 The Supplier with due observance of such provisions as set out in the present Agreement and the appendices to same is to perform work on the Principal’s equipment as outlined in Schedule A (“the Equipment”).


1.2 Schedule A provides for a description of the Equipment on reference where appropriate to the serial and/or system numbers of the various Components and where possible to the location of the Equipment.


A System shall be defined as a grouping of Equipment collectively constituting a functional unit. The Supplier shall add the Equipment list(s), said list(s) outlining what the Equipment comprises.


1.3 “Supplier” shall be defined as any natural person, legal entity, general partnership, limited partnership or other entity as well as the representatives, proxies and/or legal successors of same by whom (which) or on whose behalf the present Maintenance Agreement has been declared to apply.


1.4 “Principal” shall be defined as any natural person, legal entity, general partnership, limited partnership or other entity having concluded a Maintenance Agreement with the Supplier.


1.5 Schedule A furthermore identifies the set-up and effective date of the Agreement for each individual Appliance, with article 2 below providing for an overview of the maintenance modules using which the Agreement may in consultation be put together.


The Supplier and the Principal may agree that they should perform the work on the relevant Equipment in partnership, as well as agreeing on the relevant terms and conditions. In such scenario the Parties shall document which duties are to be performed by the Supplier, by the Principal and by the two together, reference being made in such context to the modules defined in article 2 below where it concerns the nature and scope of the work to be performed. The arrangements and terms agreed between the Parties in the context of any partnership between them shall be included in the form of an appendix (Schedule B) to the present Agreement.


1.6 The Parties may in mutual consultation agree on any such modifications as they consider to be preferable or instrumental, as well as on the exclusion where appropriate of specific articles forming part of the present Agreement, any such modifications and/or exclusions to be outlined as part of Schedule A.


Article 2: Definition of Maintenance Modules


Schedule A to the present Agreement contains a breakdown of the set-up of the present Agreement per individual Appliance, the overall price depending on the choice of modules selected and their interrelationship.


The Supplier shall perform such work as is necessary to carry out in the context of the present Agreement in accordance with such legislation as mandatorily applies to the relevant Equipment and with any such applicable standards, instructions and implementing decrees as may have been specifically agreed.


2.1 Safety Inspection


The safety inspection shall imply the assessment of the Equipment against safety aspects at least in accordance with industrial specifications.


The modus operandi and measuring method adhered to in implementing the safety inspection shall be set out in a checklist to be made available to the Principal upon the latter’s request.


The safety inspection report shall be made available to the Principal within a four-week term, except where it is agreed to the contrary.


The Principal shall immediately be notified of any unsafe situation having been brought to light.


2.2 Quality Measurement


“Quality measurement” shall be defined as the periodic measurement of certain pre-agreed parameters deemed relevant to the objective establishment of the quality of the relevant Equipment, the basic reference in this context being formed by the set of parameters having been adopted when the relevant Equipment was accepted or taken over.

The modus operandi and measuring method adhered to in implementing the safety inspection shall be set out in a checklist to be made available to the Principal upon the latter’s request.


The safety inspection report shall be made available to the Principal within a four-week term, except where it is agreed to the contrary.


The Principal shall immediately be notified of any unsafe situation having been brought to light.


The Principal in the written report shall moreover be notified and advised concerning any follow-up actions deemed necessary and/or appropriate by the Supplier in the light of the findings in question.


2.3 Preventive Maintenance


“Preventive maintenance” comprises the checking, fine-tuning, tweaking and technical cleaning of the Equipment and the lubricating of mechanical Components where such is called for, in addition to which the Equipment shall be tested for its proper performance.


Preventive maintenance shall be carried out in accordance at least with industrial instructions, on the basis of unambiguously phrased procedures, checklists, guidelines and specifications which upon the Principal’s request should be accessible to the latter.


The preventive maintenance report shall be made available to the Principal within a four-week term, except where it is agreed to the contrary.


The Principal shall immediately be notified of any unsafe situation having been brought to light.


The Principal in the written report shall moreover be notified and advised concerning any follow-up actions deemed necessary and/or appropriate by the Supplier in the light of the findings in question.


2.4 Corrective Maintenance


“Corrective maintenance” shall be defined as the identification and neutralisation of reported failures to the Equipment as well as any repairs being shown to be necessary in the implementation of preventive maintenance and/or the performance of the safety inspection and/or quality measurement, with due observance of the articles as per the present Agreement.


A work report shall be prepared and made available to the Principal immediately following the completion of the work.


A reference shall be included in Schedule A in the event of a limited number of corrective maintenance actions having been carried out by the Supplier.


2.5 Primary Operations


“Primary operations” shall be defined as the localisation and, where possible, neutralisation by the Principal itself of straightforward failure instances affecting the relevant Equipment, and may include particular preventive maintenance operations. The scope of the work to be performed by the Principal shall depend on the quantity and quality of those of the Principal’s engineering operatives who are involved.


A more detailed description of the work to be performed by the Principal as agreed between the Parties shall be included in Schedule A to the present Agreement.


The Principal’s engineering operatives shall list such work as they have performed in the maintenance records for the relevant Equipment.


The Supplier shall where appropriate reimburse the Principal for a particular pre-agreed amount in respect of the work to be performed by the Principal and for any materials to be supplied, Schedule A including a reference to the level of any such reimbursement.


The Supplier shall where necessary provide training and instruction to the Principal’s engineering operatives in order for the latter to be able responsibly to perform the agreed work, with the Supplier furnishing the specific System courses for such price as agreed in this respect.


The Primary operations module shall in principle be an option only in combination with the Corrective maintenance and/or Preventive maintenance module(s).


2.6 Components


Equipment Components to be replaced in the implementation of work in the context of the present Agreement shall be supplied by the Supplier, any Components excluded from this arrangement to be described in Schedule A to the present Agreement. “Components” shall not be deemed to be inclusive of the corresponding consumer items or accessories.


2.7 Telephone Support


“Telephone support” shall be defined as the option for the Principal’s engineering operatives in the event of failure to the relevant Equipment to consult a Supplier-employed engineer who possesses the relevant expertise, such consultation to be achieved via a Supplier-employed coordinator except where it is otherwise arranged, such telephone support to be made available during regular working hours on regular work days unless the Parties in the context of Schedule A come to an alternative arrangement.


2.8 Condition Report


“Condition report” shall be defined as a periodic written report to be furnished by the Supplier to the Principal regarding the condition of the Equipment coming under the scope of the present Agreement.


The Supplier shall put forward a value judgement regarding the user quality of the Equipment linked to a recommendation and/or future projection depending on the modules falling within the scope of the Agreement and included in the appendix, duly substantiated where appropriate in the form of details such as:

  • the number of Supplier-implemented corrective actions throughout the reporting period,

  • a summary of operations having been carried out in the course of preventive maintenance, where appropriate on inclusion of any discrepancies having been established in such context and any follow-up actions deemed necessary,

  • an overview of the relevant safety inspections and the outcome of checks having been performed on this basis.


2.9 Equipment on Loan


In the event that the Supplier is unable within the agreed timeframe to fix a reported failure, it shall furnish an Appliance on loan for the term of the repair. Schedule A enables an availability rate for such Equipment on loan being agreed. The Appliance on loan in question shall at least have the same functionality and deployability as the broken Appliance. Where no availability rate has been agreed in Schedule A, an availability rate of 100% is to be assumed for the equipment on loan.


2.10 Update


“Update” shall be defined as any manufacturer-recommended modification of software and/or hardware, and shall boast no new functional possibilities.


The Supplier shall make available any updates developed for the relevant Equipment and implement same in the relevant Equipment following consultation with and approval of the Principal, update implementation to be effected by the Supplier and/or by the Principal.


2.11 Upgrade


“Upgrade” shall be defined as new software and/or hardware featuring extension of the functional possibilities of the relevant Equipment.


The Supplier shall make available any upgrades developed for the relevant Equipment to the Principal subject to commercial terms, except where it has been agreed to the contrary.


2.12 Revision Work


“Revision work” shall be defined as work involving the comprehensive or partial reassembly of the Equipment, such work being necessary in neutralising the consequences of signs of wear and tear and obsolescence so as to preserve the Equipment’s regular state of deployability for the longer term, any such revision work to be offered by the Supplier subject to commercial terms.


2.13 Availability


The Supplier in conjunction with articles 2(3), 2(4), 2(6) and 2(10) above hereby vouches for an agreed uptime per System being achieved in the amount of an annual or quarterly uptime, or an uptime for an alternative period of time agreed in more detail between the Parties.


Uptime: Definition


Uptime

=

regular production time – downtime during regular production time

regular production time


Regular production time

Regular production time shall be in accordance with the hours covered as per the Agreement; see Schedule A.


Downtime

Downtime kicks in at the moment the failure is reported to the Supplier and lasts until such moment as the failure has been remedied. Downtime shall be measured throughout regular production time, except where it has been agreed to the contrary.


The following instances shall not be regarded as downtime:

  • any time involved in identifying and/or fixing failures resulting from

  • repairs or work having been inexpertly performed by the Principal, the Principal’s staff or third parties,

  • inappropriate use of the plant or use contrary to the Supplier-furnished user and operation instructions,

  • external causes affecting the plant, such causes not being attributable to the Supplier;

  • the time needed for carrying out preventive maintenance, quality measurement;

  • safety inspection, revision and update/upgrade implementation.


Failure

“Failure” shall be defined in this context as non-compliance with the Supplier-furnished technical specification resulting from failure or System deviation culminating in the responsible use of the System being thwarted, such “inability to use responsibly” being determined at the user’s discretion.


Warranty

In the event of the situation arising, in the course of the agreed period, of the aforementioned availability not being achieved, the work will be carried on – where appropriate and effective – outside the regular working hours, the related additional costs to be borne by the Supplier. Where the agreed annual or monthly availability rate or the availability rate for such alternative period of time as has been agreed in more detail between the Parties is missed, the Principal shall be entitled to specific compensation having been agreed in advance by the Parties in the context of Schedule A.




Article 3: Standards • Safety


The Supplier in the implementation of the maintenance work shall abide by any prevailing government and/or instructions, to which it shall apply itself while implementing the work. The Supplier itself in the context of NEN 3140 shall be responsible for the safety of its staff and for taking the necessary precautionary measures.


Article 4: Fee • Invoicing • Payment


4.1 The Supplier shall provide for a breakdown per Appliance/System of the fee due and payable by the Principal in respect of the work to be performed and/or Components to be supplied pursuant to the present Agreement, such fee being inclusive of the full complement of costs involved in the implementation of the Agreement, albeit without making allowances for any costs with respect to which it has been stipulated in the present Agreement that they should be borne by the Principal. All fees mentioned in the present Agreement shall be shown exclusive of value-added tax.


The costs of corrective maintenance and replacement of broken Components shall form part of the purchase price throughout the warranty term, with due observance of the agreed warranty scheme. Schedule A contains a breakdown of the (supplementary) fee due and payable in respect of the present Agreement.


4.2 Invoicing shall be effected in advance, except where it has been agreed to the contrary, with the Supplier being under the obligation to include an explanation of the invoiced amounts. The Supplier shall include a reference to the relevant hospital order number in its invoices.


4.3 The Supplier may revise the agreed fees each calendar year, with due observance of such prevailing statutory price regimes as apply.


The Principal shall be entitled in the event of the fees being stepped up to terminate the Maintenance Agreement in writing, within two months of it having first been notified of the price rise, such termination to take effect as at the effective date of the price rise. Any changes to the statutory taxes for which the fees are liable and any other government levies may be charged on at all times, without this giving rise to any entitlement to terminate the Agreement.

4.4 Any such costs of failures and repairs that are not covered by the present Agreement as manifest themselves within a two-week term of preventive maintenance having been carried out shall be for the Supplier’s account where they are attributable to the Supplier-performed preventive maintenance, and shall be for the Principal’s account in all other cases, with the Supplier reasonably demonstrating upon request that there is no causal link with the Supplier-performed preventive maintenance.


4.5 The Principal hereby undertakes to settle any invoices within a 30-day term of the relevant date of receipt.


Article 5: Working Hours


5.1 The Supplier shall carry out the work on regular work days between the hours of 8.30 a.m. and 5.00 p.m., except where it has been agreed to the contrary between the Parties.


The Supplier shall carry out work to be planned on dates and at times to be agreed in good time with the Principal.


5.2 Where the Principal’s business operations so warrant, following consultation with the Supplier the work may be carried on outside the aforementioned working hours, with the Supplier being entitled in such scenario to charge an additional fee except where it has been agreed to the contrary between the Parties.


Article 6: Failure Report


Failures shall be reported, by the user(s) of the relevant Equipment, to the operative(s) having been charged with responsibility by the Principal as set out in Schedule A.


Failures shall exclusively be reported to the Supplier by such operative(s) having been charged with responsibility, with the Supplier noting the name of the person having put in the relevant call, such name to be disclosed by the Supplier to the Principal upon the latter’s request.


Article 7: Response Times


7.1 “Response time” shall be defined as the time lapsed between the moment the failure call is made to the Supplier and the moment at which the Supplier’s engineering operative makes a start on the work, either remotely or in situ.


7.2 Any response times agreed between the Parties shall be set out in Schedule A.


Article 8: Principal’s Obligations


8.1 The Principal shall handle and use the Equipment in accordance with the Supplier’s instructions as well as providing for the Equipment’s daily maintenance, full responsibility for all of this resting with it.


8.2 The Principal in consultation with the Supplier shall provide such cooperation and facilities as required in order for the work outlined in the present Agreement to be implememted. The Principal shall lend support to the Supplier’s staff in the form of appropriate work accommodation which shall be clean, free from contamination hazard and directly accessible, as well as granting the Supplier’s staff access to all rooms to be accessed in connection with the work and ensuring that the System is made available to the Supplier in a sanitised condition. Cancellation of appointments by the Principal or the Supplier shall be subject to a minimum term of notice of one day being observed.


The Principal shall ensure that any add-on Equipment or attached Components not coming under the Maintenance Contract shall comply with such industrial specifications as apply to such Components and with reasonable deployability and reliability standards, and shall be removed where they hinder the work being carried out.


Article 9: Assignment of Rights and Obligations


The assignment, either in whole or in part, by either of the Parties to any third parties of any such rights and obligations as ensue from the present Agreement shall be contingent upon the other Party’s prior written consent, which consent may be rendered subject to particular conditions being satisfied. The Parties shall refrain from unreasonably denying assignment.


Article 10: Confidentiality


The Parties shall observe confidentiality with respect to any such corporate information – in the broadest possible sense – as ends up with them in the context of the present Agreement, and shall be unconditionally obligated to implement such measures as to ensure that the full complement of any such information should remain classified.


The above shall not apply in the event of either Party being under a statutory reporting duty, or where either Party itself is involved in a dispute causing it to be thwarted in its defence were it banned from using the relevant information, in which case the relevant Party shall confine itself to reporting such information as the scenario in question necessitates being divulged.


Article 11: Liability


11.1 Compensation of the Principal for any damage or loss suffered by the latter for which the Supplier may be held liable on the strength of prevailing law and/or given the present terms and conditions shall exclusively be effected as stipulated below.


11.2 Damage or loss in the context of the present Agreement shall be compensated for an amount of up to EUR 2.500.000,- or, in deviation therefrom, for such amount as agreed between the Parties as per Schedule A to the present Agreement. The Supplier shall take out insurance for such amount as agreed with the Principal, and shall tender evidence to the Principal, upon the latter’s request, of having taken out insurance for the relevant amount.


The Supplier in this context shall compensate damage or loss in the form of physical injury and tangible damage to the Principal’s plant and possessions where such injury or damage has been caused by the implementation of work to be performed pursuant to the Agreement, and has been inflicted by persons enlisted by the Supplier in the implementation of the relevant work, in addition to which damage to Equipment to which the Agreement pertains shall in such scenario be comprehensively made good, albeit to an aggregate maximum in the agreed amount as referred to above. Compensation for consequential damage shall be excluded in the context of the present article.


Both the failure to furnish adequate availability and the exceeding of response time shall be excluded in the context of the present article, the compensation for loss in the event of availability being missed exclusively being determined on the basis of article 2(13) above.


11.3 The compensation defined in paragraph 11.2 above shall apply per individual incident, with the entitlement to compensation for damage or loss lapsing where no claim to such effect has been lodged within a reasonable term of the date as at which the damage or loss was first brought to light. In the event of damage or loss taking more than a 12-month term of the date as at which the relevant item was released or notification of a service having been performed was made to come to light, no compensation shall be available unless the Principal cannot be reasonably be blamed for said term having been exceeded.


11.4 Third parties involved in the performance of any Agreement forming part of the group of companies to which the Supplier belongs may in any event put forward the same defences as are available, on the grounds of the present terms and conditions, to be put forward by the Supplier. No greater damages may be obtained from the Supplier and said third parties collectively than could at the most be obtained from the Supplier per se.


11.5 The Supplier shall accept no liability for the appropriateness or reliability of designs, drawings, instructions, materials and the like having been prescribed and furnished by the Principal or at the latter’s behest.


Article 12: Term


12.1 The present Agreement has been entered into indefinitely, with Schedule A offering scope for including an expiry date.


12.2 The Principal and the Supplier have the option of terminating the Agreement in writing as at the end of any calendar year, with due observance of the minimum term as per Schedule A and – except where Schedule A expressly stipulates to the contrary – of a two-month term of notice.


12.3 Unless Schedule A stipulates to the contrary, the Supplier shall enable the conclusion of an agreement for a term as agreed in Schedule A in the wake of the relevant Equipment’s decommissioning. The Supplier may upon the Principal’s request enter into an agreement subject to terms and conditions to be negotiated in more detail once said term has elapsed.


    1. The Parties shall take up consultations in the event of the Principal decommissioning the Equipment – be it temporarily or definitively – during the term of the Agreement. The Parties shall liaise concerning the amount to be reimbursed by the Supplier or the Principal in the event of the Equipment being definitively decommissioned during the term of the Agreement, with Schedule A providing for the method of calculating such amount. Crediting shall in principle take place on the basis of proportionality, with due observance of such arrangements as had been agreed between the Parties.



Article 13: Premature Termination


13.1 The present Agreement may be terminated with immediate effect in the event of either Party failing to perform in complying with the Agreement without any blame being attributable to it, in a scenario in which compliance is permanently unfeasible. Where compliance is not permanently unfeasible, termination of the Agreement shall be deferred until such time as a term of 75 consecutive calendar days has elapsed during which compliance has been unfeasible.


There shall be a question of non-attributable failure to perform where the non-performing Party is not to blame or cannot be held accountable on the strength of prevailing legislation, juristic act or communis opinio, or where the non-performing Party has been under duress, both war and fire qualifying in any event.


13.2 Either Party may moreover terminate the Agreement with immediate effect where:

  • its Party of the other part has been bankrupted or has been granted moratorium of payment,

  • its Party of the other part’s assets have been garnished, either in whole or in part, by a third party,

  • a start is made on the winding up of its Party of the other part cum legal entity or a claim is filed for the winding up of its Party of the other part cum legal entity, or a resolution to wind up its Party of the other part cum legal entity is carried.


13.3 Either of the Parties shall be entitled to terminate the Agreement with immediate effect in the wake of it having served the Party of the other part with notice of default, albeit without being required to seek court intervention, in the event of the Party of the other part having failed to perform for a minimum term of 30 days, such non-performance having causes other than non-attributable failure and being deemed to be sufficiently critical as to make it unreasonable for the Party being defaulted against to be expected to allow the Agreement to continue.


13.4 Dissolution of the Agreement shall be effected by registered letter addressed to the Party of the other part.


Article 14: Amendment


The validity of amendments or supplements to the present Agreement shall be conditional upon their having been agreed in writing between the Principal and the Supplier.


Article 15: Applicable Legal System • Disputes


15.1 The present Agreement and any ensuing agreements shall exclusively be governed by Netherlands law.


15.2 Any disputes arising between the Parties, be it out of the present Agreement or out of any ensuing agreements, shall be submitted for adjudication by the competent court of the district within which the Principal has its registered offices or its de facto place of business.


15.3 The Parties may agree between them that any dispute as referred to in the preceding paragraph 15.2 should be settled by means of arbitration in accordance with an instrument of compromise to be prepared, or that binding third-party ruling should be sought.


15.4 The Parties shall be deemed to entertain a dispute between them as soon as either of them has so alleged.


Article 16: Sundry Conditions


16.1 The Principal shall be authorised to check the identities of any such staff as the Supplier involves in the execution of the Agreement.


16.2 Both the Supplier and its staff shall take cognisance, prior to a start being made on the performance of the Agreement, of the substance of any such instructions and regulations as prevail on the Principal’s site and in the Principal’s buildings on topics such as safety, health and the environment, inter alia, and shall conduct themselves accordingly.


16.3 The Parties mutually reserve all rights – including intellectual and industrial property rights – regarding any information they may make available to their Party of the other part, in the context of the consummation of any agreement, in the form of drawings, schedules, designs, software or otherwise, any such information exclusively to be deployed within the parameters of consummating and performing the present Agreement, with the Party of the other part being liable for any damage or loss resulting from the aforementioned rights being infringed upon.


16.4 Where Supplier and Principal terms and conditions pertaining to software have also been agreed in the context of the present Agreement, these shall be appended to the present Agreement by way of Schedule C, with the stipulations as set out in the present Agreement taking precedence in the event of inconsistency between one or more software terms and conditions and one or more provisions as per the present Agreement.




Done and signed in duplicate


in [town/city, country]



on this [date]






[name]



[position]






[signature]


Schedule A


Arrangements cum stipulations in supplementation of the Set Service Agreement for Service of and Maintenance to Equipment and/or Plant” (“SSA”) concluded between


Principal, adress, place (“Principal”)


as the party of the one part and XXX (“Supplier”) as the party of the other part



1. General

  • The arrangements agreed upon as per the present Schedule shall take precedence, in reference to article 1(6) of the SSA, in the event of the arrangements agreed upon as per the SSA being incompatible with those as per the present Schedule.

  • Given the nature of the Agreement, any references to “Equipment” as per the SSA and the accompanying Schedules shall be interpreted as “Plant and/or Equipment forming part of such Plant”.

  • Given the context of the present Agreement, any references as per the SSA to “Services” shall often also involve the provision of same, and as such shall be interpreted accordingly.


2. Equipment to which the present Agreement pertains

Table 1 below presents a summary of the Equipment/Plant or location where the Equipment or Plant can be found and to which the present Agreement pertains. This table has been based on a meticulous inventory with which both Principal and the Supplier are familiar, copies of which both Parties have in their possession.


Inventory number

Type number

Description of type

Location

Date of installation

Annual maintenance frequency



















Table 1

3. Aggregate value of Maintenance Agreement

The aggregate value of the present Agreement is as follows: € 000 = € 000.00 (exclusive of value-added tax).


The annual amount (as at the first of January of any year) may be index-linked, on application of the following formula:


P1 = [P0 * X0] / X0


where:

  • P0 represents the price as set out in article 3 of the Schedule,

  • L0 represents the wage index figure as at the first of October,

  • L1 represents the new wage index figure, and

  • P1 represents the new price.


The wage index figure applied is that for hourly Collective Labour Agreement wages for the metal and electrical engineering industry based on 1990 = 100 as published by CBS (Statistics Netherlands, the Central Bureau of Statistics) of Voorburg, the Netherlands.


The Agent shall notify the Principal in writing of the scheduled index-linking at least one month ahead of the end of the calendar year.


By way of supplement to article 4(1), no warranty scheme as referred to there is in operation in the context of the present Agreement.


4. Effective date and term of Agreement

  • The present Agreement shall take effect on the first day of January in the year two thousand and XXX. It shall have a term of XXX years and shall subsequently be tacitly renewed for one-year terms each, unless either of the Parties has notified its Party of the other part in writing, at least two months ahead of the expiry date (the latter being set at the first day of January of any year) of its intention to terminate the Agreement.

  • The conclusion of the present Agreement shall cause any other agreement(s) between the Supplier and UMBG pertaining to the Equipment referred to in the present Agreement to lapse.


5. Applicable SSA modules

The following SSA modules shall apply:

[…]

[…]

[…]


6. Preventive Maintenance

The maintenance frequency has been set at once yearly.


The maintenance operations shall be inclusive of travel and accommodation expenses. The replacement of Components if any shall not be covered by the present Agreement, an exception being made for any material forming part of the Supplier’s administrative engineers’ standard equipment.


7. Corrective Maintenance

Appointments may be separately scheduled for failures occurring in the interim, the relevant invoices to be separately raised on the basis of recalculation, on reference to the relevant order number, as soon as the work has been completed.


8. Maintenance Schedule

The Supplier shall draw up a maintenance schedule in consultation with Principal(viz., with the UC, see article 12 below).


9. Reporting

The Supplier shall annually furnish a written report concerning such work as it has carried out, in which in addition to reporting in detail on the work performed it shall also discuss any repairs/replacements deemed necessary and draw attention to any excessive wear and tear. The following aspects shall be dealt with in these annual reports: …


The reporting method and the substance of the report shall be agreed upon in more detail during the contract’s initial year.


10. Hourly rates • Supplier’s response time

Table 2 shows the hourly rates charged by the Supplier for work performed on repairs in the interim.


Interval

Hourly rate

Failures occurring in daytime (between 7.00 a.m. and 4.00 p.m.)

€ 00.00

Failures occurring on working days, immediately after working hours (between 4.00 and 6.00 p.m.)

€ 00.00

Failures occurring outside working hours or on Saturdays

€ 00.00

Failures occurring on Sundays or public holidays

€ 00.00

Travelling time (to a minimum of one hour and a maximum of two hours)

€ 00.00

Table 2


All rates as per this article 10 are shown exclusive of value-added tax.


11. Consultation and Assessment

The following forms of consultation are being decided upon in the context of the present Agreement:

Once-yearly post-maintenance assessment between engineers […] and UC.


12. Procedure prior to commencement of maintenance

The Supplier’s operative(s) shall report to the UC (= Principal Contact) where the preset maintenance times are being departed from, as well as signing out with the UC.


The following person has been appointed as UC: [name], direct-dial +31 (0)xx xxxXXXX.


13. Supplementary arrangements

Warranty period




Done and signed in approval


in [town/city, country]



on this [date]






[name]




[position]






[signature]



Document Metadata

Filed: October 10th, 2020