Terms of ALH Service US

1. DEFINITIONS

As used herein, the term “Gilson” shall mean Gilson, Inc. The “Contract” shall mean the agreement to which these terms and conditions are attached. “Equipment” shall mean the items listed on the Contract, with respect to which service is to be provided by Gilson. Hereunder; “Term” shall, subject to clause 10, means the period between the effective dates listed on the Contract; and “Appropriate Packaging” shall mean the original packing material or suitable packing material provided by the Customer for shipping to Gilson.

 

2. PROVISIONS OF THIS AGREEMENT

To provide the following-

  1. These terms and conditions apply to extended warranty coverage and preventative maintenance.

  2. During the term, Gilson agrees to repair or replace at its option, the component parts of the Equipment if the Equipment is inoperative due to a breakdown of a component part which, in its reasonable opinion, fails under normal wear and tear.

  3. If Equipment cannot be repaired on site, the Customer will be responsible for providing Appropriate Packaging, together with any necessary import licenses or governmental consents, and the Equipment shall, subject to the approval of Gilson, be returned to Gilson at Gilson’s expense.

  4. The maintenance service provided under this Contract shall be performed during normal working hours. Normal working hours shall be 8:00 am to 5:00 pm, local US time, Monday to Friday, excluding national holidays. For work outside of these hours, the Customer will incur extra charges at the rate quoted for that specific requirement.

  5. As stipulated under the Contract, Gilson will use its best efforts to attend a Customer’s site within three (3) business days of a service call request, provided that the call is logged by 4:00 pm, Central US time, and use its best efforts to complete repairs during this period.

  6. Preventive maintenance service, as specified in the Contract, shall be provided subject to 60 days notice. Additional preventive maintenance services may be arranged at extra cost according to Gilson’s current rates.

  7. Gilson does not accept liability for any delay to, or cancellation of, any visit by Gilson personnel howsoever caused.

  8. All service shall be provided by suitably qualified Gilson personnel or their designated OEM service providers, who shall be suitably qualified and skilled for the service, and for whom Gilson shall remain liable.

 

3. COMPONENTS COVERED

Where specified on the Contract, the components covered by this Agreement include electronic, electromechanical and mechanical components necessary for the proper operation but shall not include: items specified in 4C, cabinet and housings; overlays; painting; trim decorations; any controls external to the equipment; any equipment accessories; or any consumables.

 

4. CONDITIONS

  1. The only parties to this Agreement are the Customer named on the Contract and Gilson.

  2. Gilson may, by giving notice to the Customer, terminate this Agreement if, in the opinion of Gilson, the Equipment has incurred damage through: negligence (other than negligence of Gilson, its employees, agents and/or sub-contractors); misuse (including operating at improper voltages or under improper conditions); vandalism; fire; lightning; accident; windstorm; corrosion; environmental extremes or flooding; or if the Equipment has been altered or serviced, without Gilson’s prior written agreement, by any other party other than Gilson personnel, or operated in a manner contrary to Gilson’s published recommendations, without Gilson’s prior consent.

  3. Service coverage excludes the following: cost of parts considered to be consumable, malfunction of equipment due to use of service parts or consumables not supplied by Gilson, solvent spillage, blockage and damage caused by improper use, negligence (other than any negligence of Gilson, its employees, agents and/or sub-contractors) and unauthorized changes to official configurations, including software. Service parts are defined as an item which should last the lifetime of the unit. (e.g. Circuit boards, Motors, Cables.) Consumables are defined as an item which requires regular change, as per the service manual, has a lifetime timer, or is in contact with a mobile/gaseous phase, (e.g. seals, springs, gaskets, check valves, lamps, potentiometers, fittings, tubing, syringes, filters, belts. For a specific item, contact techsupport@gilson.com. Travel and Labor will be charged at current rates in the event of a service call made for a repair due to faults caused by any of the aforementioned, unless caused by the negligence of Gilson, its employees, agents or sub-contractors, in which event, no charge shall be payable by the Customer.

  4. The methods, means, and time employed by Gilson in fulfilling this Agreement shall be solely within its discretion, and Gilson shall not be liable for any delays in meeting any of its obligations under this Agreement.

  5. Any repairs necessitated by cause not covered by this Agreement shall be charged to the Customer at Gilson’s current rates for materials, parts, travel and labor.

  6. The option to repair or replace defective parts or materials is at the sole reasonable discretion of Gilson.

  7. It is the Customer’s responsibility to ensure equipment is decontaminated and required certification supplied prior to work commencing.

 

5. EXCLUSIONS

  1. Gilson shall incur no liability under this Agreement in respect to any repair, replacement or maintenance, to which the Customer is entitled under any other existing warranty or contract.

  2. Gilson shall not be liable for any contingent or consequential damage of any nature, such as loss of use of facilities, any other damage arising by failure of a component part of the Equipment., or any delay in carrying out the repairs, unless caused by the negligence of Gilson, its employees, agents or sub-contractors.

  3. Gilson shall not be liable for failure to detect conditions or circumstances necessitating repair or replacement of equipment, where not reasonably foreseeable.

  4. Gilson shall not be liable for products or system performance characteristics beyond the Equipment specification.

 

6. PROVISION OF LOAN EQUIPMENT

  1. In event that the Equipment is to be removed from site for repair, Gilson agrees to provide, upon Customer request and in accordance with the provisions of Clause 6B, loaner Equipment, based upon availability of the same or similar model. This service does not apply to obsolete or discontinued models. Loan equipment shall be at the risk of the Customer, and shall be maintained and repaired by Gilson, as provided in these conditions.

  2. This provision applies as specified in the Contract.

  3. All costs of sending and returning the loan equipment to Gilson will be handled by Gilson.

  4. The Customer is responsible for providing adequate insurance on the loan equipment while on the Customer’s premises. The loan equipment shall not be moved without the approval of Gilson, and shall be returned to Gilson, upon demand.

  5. It is the Customer’s responsibility to ensure the equipment being returned is in Appropriate Packaging, and that the equipment will be ready for collection at the time and date advised by Gilson. Any costs actually and reasonably incurred by Gilson, caused by a failure to comply with these arrangements, will be charged to the Customer.

 

7. ACCESS AND SAFETY

While on site, Gilson will comply with all reasonable site safety and security requirements, as advised by the Customer. As required by the Occupational Safety and Health Act of 1970, and related legislation, the Customer is responsible for providing the following requirements during on-site service;

 

  1. Maintain conditions or adopt practices reasonably necessary and appropriate to protect workers on the job

  2. Be familiar with and comply with standards applicable to their establishments

  3. Ensure that employees have and use personal protective equipment when required for safety and health

  4. A company representative to be responsible for the Gilson service engineer at all times while on Customer’s site.

  5. Notification to Gilson of any Equipment to be serviced within hazardous conditions, that would pose a potential health problem to Gilson personnel or subcontractors, or if materials are being analyzed that may pose a potential health hazard to Gilson, Inc personnel or Gilson, Inc subcontractors. Gilson may require that the Customer maintain the Equipment under Gilson supervision. The Customer will be responsible for the removal and disposal of any hazardous waste, and any additional expense of contaminated replacement parts that cannot be returned safely to Gilson.

  6. Where required, all returns to Gilson are to be accompanied by an approved safety document as supplied by Gilson.

 

8. ACCEPTANCE

This Agreement is subject to acceptance by Gilson. Prior to acceptance, Gilson reserves the right to inspect the Equipment to determine whether such Equipment is in good operating condition. If, in Gilson’s reasonable opinion, the Equipment is not in good operating condition, the costs necessary to place it in proper operating condition are to be paid by the Customer.

 

9. PAYMENT

  1. The full sum of the Contract is payable in advance of the effective starting date of this Agreement or within 30 days from date of receipt by the Customer of the invoice, whichever is earlier.

  2. For multi-year term Contracts, payment shall be divided by the number of years in the term. Payment for the full yearly portion will be made in advance of the upcoming twelve (12) month period of this Agreement, or within 30 days from date of receipt by the Customer of the yearly invoice, whichever is earlier.

 

10. CONTINUATION OF TERM

The Term may be continued after the date set out on the Contract if Gilson agrees and the Customer pays the applicable charges as provided in these conditions.

 

11. TERMINATION

  1. In the event that the equipment is replaced by other equipment supplied by Gilson, Customer may cancel this agreement without additional severance fees, by giving written notice to Gilson.

  2. In case of cancellation for any other reason, Customer must provide ninety (90) days prior written notice of cancellation. All services received during the term, prior to cancellation, will be billed at current list price, and the Customer will be refunded for the difference between the total Contract sum and the list price of the actual parts and services received.

  3. In the event that no services have been received prior to cancellation, the refund will be prorated based on the remaining term. Uncompleted preventative maintenance services will be refunded in full. 

  4. For multi-year term Contracts, Customer must provide one hundred twenty (120) days prior written notice of cancellation. All services received during the entire contract term, prior to cancellation, will be repriced at the then current year’s list price.  If previously paid, the Customer will be refunded or charged for the difference between the original Contract sum and the repriced services previously rendered.

 

12. LIMITATION OF LIABILITY

The liability of Gilson to the Customer in respect to any claim for breach of contract, negligence, breach of statutory duty or otherwise shall be limited as follows:

  1. In respect of any claim for personal injury or death caused by the negligence of Gilson, its employees, agents and/or sub-contractors, no limit shall apply.

  2. In respect of direct physical damage to property which is caused by the negligence of Gilson, its employees, agents and/or sub-contractors, liability shall be limited to $1 million (one million dollars) per claim or series of claims arising from one incident.

  3. Gilson shall not be liable to the Customer for any indirect or consequential losses or expenses suffered by the Customer, however caused, including (but not limited to) loss of anticipated profits, goodwill, reputation, business receipts of contracts, and/or losses and expenses resulting from third party claims.

 

13. CONFIDENTIALITY

Any confidential information disclosed to any employee, agent or subcontractor of the receiving party shall only be disclosed on a need to know basis and the receiving party shall ensure that any such recipient is bound by any confidentiality agreement that may be agreed between the parties.

 

14. NO WAIVER

The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. No single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

 

15. GENERAL

The Contract shall be governed by and construed in accordance with the laws of the state of Wisconsin, United States of America.