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<br /> Agreement for Purchase of IBM Machines
<br /> (Z120-2892-00)
<br /> International Business Machines Corporation (IBM) and the Customer agree that the following terms and conditions ,",,\\\,
<br /> Customer written order accepted by IBM for the purchase under this Agreement of IBM machines, features, model c<:>
<br /> machine elements or accessories. Under these terms and conditions, as described herein, IBM will 1) sell machines (incluå\
<br /> features) to the Customer, 2) furnish, as available, programming and programming services. 3) sell features and model conversio,,~
<br /> the Customer for installation or reinstallation on an IBM machine designated by type and serial number. 4) sell machine elements and
<br /> accessories to the Customer. and 5) provide warranty service, as applicable.
<br /> The term "Machines" will be used herein to refer to machines and/or their features. model conversions, machine elements and
<br /> accessories unless the context requires individual reference. Machines are those on-order to be installed, as described herein. orwh ,I-
<br /> are installed under an IBM lease or rental agreement with the Customer. Features include additions and removals. Model conversiol
<br /> include upgrades and downgrades.
<br /> The Customer agrees to accept the Machines, programming, programming services and warranty service under the terms é,
<br /> conditions of this Agre~ment. The Custo~er further agrees. with respect to the Machines and programming. to accept responsibility for
<br /> 1) their selection to achieve the Customer s Intended results. 2) their use. and 3) the results obtained therefrom. The Customer also has
<br /> the responsibility for the selection and use of. and results obtained from, any other equipment, programs or services used with the
<br /> Machines and programming.
<br /> Specific Machines become subject to this Agreement when a Supplement to Agreement for Purchase of IBM Machines (Supplement)
<br /> is signed by the Customer and IBM. The Supplement must be signed by the Customer and received by IBM on or before the Date of
<br /> Installation for on-order Machines or the Effective Date of Purchase for installed Machines.
<br /> PRICES AND PAYMENT Customer in accordance with IBM's then current shipping and
<br /> Prices for each Machine will be stated in the Supplement and do billing practices.
<br /> not include any applicable destination charges or taxes. Payment The Customer will prepay charges for shipping Repair Center
<br /> in full for each on-order Machine shall be due on the Date of Service Machines to an IBM Repair Center. IBM will prepay return
<br /> Installation and, for installed Machines, on the Effective Date of shipping charges from the IBM Repair Center to locations within
<br /> Purchase, unless an IBM Installment Payment Agreement has the United States and Puerto Rico.
<br /> been signed by IBM and the Customer PRICE PROTECTION PERIOD
<br /> TAXES Prices for on-order Machines shall be IBM's generally available
<br /> In addition to the prices stated in the Supplement, the Customer prices and shall be subject to all price increases, except that in-
<br /> agrees to pay amounts equal to any taxes resulting from this creases effective during the three months immediately prior to the
<br /> Agreement, or any activities hereunder, exclusive of taxes based date of Machine shipment shall not be applicable if the Customer's
<br /> on net income. The Customer shall bear any personal property written order was received by IBM prior to the announcement of
<br /> taxes assessable on on-order Machines on or after delivery to the the price increase. In the event that a price increase is applicable
<br /> carrier or, for installed Machines. on or after the Effective Date of to any such Machine, the Customer may cancel the order for that
<br /> Purchase. Machine upon written notice to IBM within one month of
<br /> TITLE notification of the price increase; otherwise. the higher price shall
<br /> be effective.
<br /> Provided the Supplement is signed by IBM, title passes to the If IBM's generally available price for anyon-order Machine
<br /> Customer 1) for each on-order Machine on the date of shipment upon the Date of Installation shall be lower than the price for suc~
<br /> from IBM or the date of receipt of the Supplement by IBM, Machine stated in the applicable Supplement, the Customer shall
<br /> whichever is later. and 2) for each installed Machine. on the have the benefit of such lower price. The term "IBM's generally
<br /> Effective Date of Purchase. available price" does not include prices for sales of Machines
<br /> SECURITY INTEREST under terms and conditions other than those in this Agreemer'
<br /> IBM reserves a purchase money security interest in each Prices for installed Machines stated \1ì the applicable Supph.
<br /> ment are subject to change up to and including the Effective Dal
<br /> Machine. This interest will be satisfied by payment in full of Purchase. subject to any limitations described in any othf
<br /> hereunder or under an IBM Installment Payment Agreement and, applicable IBM agreement.
<br /> where applicable. by the return to IBM by the Customer of parts In
<br /> respect to feature additions or model conversions that involve the PROGRAMMING
<br /> removal of parts which become the property of IBM. ~ The term "programming" as used in this Agreement shall mean
<br /> such programming as IBM may make generally available. without
<br /> separate charge. for Machi nes of the types ordered by the
<br /> RISK OF LOSS OR DAMAGE Customer under this Agreement. IBM will furnish such program-
<br /> ming as may be requested by the Customer.
<br /> Durin~ the period on-order Machines are in transit or in The term "programming services" shall mean such services as
<br /> possession of the Customer, up to and including the Date of IBM may make generally available without separate charge in
<br /> Installation, IBM and its insurers. if any. relieve the Customer of connection with programming. IBM will determine the program-
<br /> responsibility for all risks of loss of or damage to the Machines ming services available and their duration.
<br /> except for loss or damage caused by nuclear reaction, nuclear The terms "programming" and "programmlng services" do not
<br /> radiation or radioactive contamination for which the Customer is if\c!ude IBM programs and services that are available for a
<br /> legally liable. Thereafter. all risks of loss of or damage to such separate charge or which are offered under separate written
<br /> Machines shall be on the Customer. agreements.
<br /> All risks of loss of or damage to installed Machines shall be on INSTALLATION
<br /> the Customer after the Effective Date of Purchase.
<br /> In addition, the Customer is responsible for all risks of loss of or The Customer agrees to provide a suitable installation environ-
<br /> damage to Repair Center Service Machines during the period ment as specified in the applicable IBM installation manual. if any.
<br /> such Machines are in transit to and from an IBM Repair Center or and, except as otherwise specified by IBM, to furnish all labor
<br /> in possession of IBM at an IBM Repair Center, except for loss or required for unpacking and placing in the desired location each
<br /> damage caused by IBM's negligence, on-order Machine. Packaging materials. if any, shall become the
<br /> property of the Customer. Each Machine purchased under this
<br /> SHIPMENT Agreement will be installed as specified by IBM.
<br /> IBM will schedule each on-order Machine in accordance with Installation by IBM
<br /> IBM's applicable shipment sequence. confirm the Customer's
<br /> schedule in writing and amend it as necessary. Prior to shipment, The Date of Installation for a machine will be the day (Monday
<br /> IBM will make reasonable accommodation to a delay requested through Friday) following the day that 1) the machine is installed
<br /> by the Customer, , under this Agreement or under an applicable lease or rental
<br /> By agreement between IBM and the Customer, changes in the agreement between the parties, or 2) the machine is available for
<br /> configuration of Machines may be made prior to the date of delivery or delivered to the Customer and the Customer fails to
<br /> shipment. provide a suitable installation environment or elects to delay
<br /> installation.
<br /> DESTINATION CHARGES IBM will install features and model conversions on the serial-
<br /> Destination charges for each on-order Machine from a desig- numbered machine designated in the Supplement. The Customer
<br /> nated IBM location. and any rigging charges. will be paid by the represents that the Customer is the owner of the machine on
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