Hardware Discounted Purchase Agreement

Updated at:March 2010
 
FREE EXCERPT

This Agreement made at................. on this....... day of............. 20.....

BETWEEN

...................................(Name of Individual or entity)residing at / having its registered office at................................ (hereinafter referred to as "PURCHASER") which expression shall unless it be repugnant to the context be deemed to include its successors and assignees

AND

...................................... A Public Limited / Private Limited Company/ having registered office at............................ (hereinafter referred to as "COMPANY") which expression shall unless it be repugnant to the extent be deemed to include its successors and assignees.

WHEREAS the PURCHASER has approached the COMPANY for purchase of computer hardware equipment as mentioned in this contract.

WHEREAS the COMPANY agrees to sell hardware equipment at a discount and to provide certain services in respect of installation and training to the PURCHASER.

NOW WHEREFORE, in consideration of the mutual covenants and obligations by the parties thereto, it is agreed as follows":

Definitions

In the Agreement, unless context otherwise requires, the word or expression in question carries the following meaning:

(i) Acceptance Date: means the date on which the Purchaser accepts the equipment.

(ii) Appropriate Hardware: means the predetermined hardware along with the required documentation meeting the specifications as stated in the Schedule;

(iii) Budget: means the budget giving all the relevant details as to quality, quantity and projected cost etc., to be prepared and agreed for each Budget Year;

(iv) Budget Year: means each period of 12 months or less in the event of a termination during the enforceable period of the agreement;

(v) Confederate: means, in relation to the Purchaser, another person, firm or company which either directly or indirectly controls the affairs of the business or having empowered to do so either by the applicable statute or by the relevant clauses of the pertinent agreement.

(vi) Consideration: when at the desire of the Promisor, the Promisee or any other person has done or abstained from doing, or does or abstains from doing, something such act or abstinence or promise is called consideration for the promise; [as envisaged by Section 2(d) of the Indian Contract Act 1872]

(vii) Covenant: means an indenture between the parties for the purpose of purchasing Computer Hardware Equipment at a discounted price;

(viii) Delivery Date: means the delivery date specified in Schedule...or such date as may be granted or agreed to by the parties to the contract;.

(ix) Documentation: means in this context, the related manuals and other material associated with the Computer Hardware.

(x) Electronic Record [s]: means all information concerning this Agreement that is stored in the electronic form either in a PC or floppy or CD or any other comparable medium in which such record can be stored in the electronic form;

(xi) Equipment: means the items of hardware identified by the nature (as popularly and commercially understood), brand type, serial number and price in the Schedule;

(xii) Operative Specifications: means the Operative Specifications in accordance with which the hardware is to Be assembled and as detailed in the manual.

(xiii) Place of Use: means the site at which the Purchaser intends to install and operate and use the computer Hardware equipment;

(xiv) Restricted Information: means all business technical, financial or other information created or exchanged between the parties and any other information which the parties to the contract treat as restricted or confidential;

(xv) Subject Matter: means the computer hardware equipment as agreed and identified by the parties to the contract;

(xvi) Tailored Hardware: means either the existing or invoiced hardware modified or customised to meet the specifications as stated in the Schedule;

(xvii) Tangible Property: means such property that is externally and physically perceivable in nature;

Acceptance, Rights and Obligations

  1. Delivery

    (a) The Company shall invoke all reasonable measures at its disposal or otherwise, to deliver the predetermined Equipment along with related Documentation to the Place of Use as agreed upon, on the Delivery Date or as soon as subsequently possible.

    (b) The Company shall give the Purchaser not less than.... days notice of the Actual Delivery Date, as agreed to by the parties.

    (c) At delivery the Purchaser shall make available to the Company free of charge such labour and equipment as the Company shall have previously specified in writing and which it shall reasonably require to install the computer hardware equipment and also perform its duties under this agreement.

    (d) If the Company shall fail to deliver the Equipment and Documentation within...days of the Delivery Date the Purchaser shall be entitled either:

    (i) Without bias to any other rights or remedies it may have under this agreement or under the applicable law to terminate immediately this agreement by giving..days notice to the Company, in such manner as agreed upon by the parties; or

    (ii) After consultation with the Company to specify by notice to the Company such revised delivery date as it shall in its reasonable opinion think fit making time as the essence, provided if this is explicitly or implicitly recognised by the agreement.

    The company shall employ reasonable care and processes as to the packing of the subject matter, while delivering the same to the purchaser.

  2. Preparation of the place of use

    (a) The Company shall make available to the Purchaser all relevant documentation for the preparation of the Place of Use (the 'Installation Manuals') in sufficient time to facilitate it to comply with its obligations under clause 2.b. below.

    (b) The Purchaser shall complete the preparation or alteration of the Place of Use in accordance with the Installation Manuals on or before the Delivery Date. Preparation of the Place of Use shall include the widening of doors or rooms and windows and the making of all other structural alterations or any other as warranted or considered necessary to the Purchaser's premises as and when they are necessary to permit de livery of the Equipment to the Place of Use.

    (c) The Company shall have no legal or otherwise any kind of liability to the Purchaser in respect of delayed or failed or partial delivery owing to Purchaser's failure to prepare or alter the Place of Use as envisaged in accordance with clause 2.b. above in an appropriate manner and with in the reasonable period of time.

  3. Installation and acceptance

    (a) The Company shall commence installation of the Equipment at the Place of Use on the Actual Delivery Date and shall inform the Purchaser when such installation is completed,

    (b) The Purchaser shall accept [and in default shall be deemed to accept] the Equipment upon the date that the Company informs it that the Equipment has been installed.

    Consideration

  4. The Company shall send an invoice concerning the supply of hardware equipment made to the Purchaser on the...day of each month.

  5. The Purchaser shall pay the agreed amount for such invoice within... days of receipt of the invoice.

  6. The Budget shall be reviewed jointly by both the parties at quarterly intervals by the Representatives of each party.

  7. The payment for the remainder of the Budget Year shall be appropriately adjusted, if agreed upon or if there is a need for doing so

  8. The Company shall not exceed the projected expenditure in the Budget without prior written consent of the Purchaser.

  9. Any deficit in actual expenditure shall be credited to the...

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