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<br />Agreement for Purchase of IBM Machines
<br />(Z120-2892-01 )
<br />International Business Machines Corpl In (IBM) and the Customer agree that the follow.. _ .erms and conditions will apply to any Cus-
<br />tomer order accepted by IBM for the purchase under this Agreement ot IBM machines, features, modei conversions, machine elements or
<br />accessories or of non-IBM equipment. IBM wiil1) sell machines to the Customer, 2) furnish, as available, programming and programming
<br />service, 3) sell features and model conversions to the Customer for installation or reinstallation on an IBM machine designated by type
<br />and serial number, 4) sell machine elements, accessories and non.1BM equipment to the Customer, and 5) provide warranty service, as
<br />applicable.
<br />The term "Machines" refers to IBM machines and/or their features, model conversions, machine elements and accessories unless the
<br />context requires individual reference. The term "Machines" also applies to non-IBM equipment except as otherwise provided in the Section
<br />entitled --Purchase of Non-IBM Equipment.-- Machines are those on-order to be Installed. or which are installed under an IBM lease or rental
<br />agreement with the Customer. Features include additions and removals. Model converSions include upgrades and downgrades between
<br />models and between machine types. The term "programming" shall mean such programming as IBM may make generally available, without
<br />separate charge, for machines of the types ordered by the Customer under this Agreement. The term "programming service" shall mean
<br />such service as IBM may make generally available, without separate charge, In connection with programming. iBM Will furnish such program-
<br />ming, as requested by the Customer, and wilf determine the programming services available and their duration.
<br />The Customer agrees to accept Machines, programming, programming service and warranty service under the terms and conditions
<br />of this Agreement. The Customer further agrees, with respect to Machines and programming, to accept responsibility for 1) their selection
<br />to achieve the Customer's intended results, 2) their use, and 3) the results obtained therefrom. The Customer also has the responsibility
<br />for the selection and use of, and results obtained from, any other equipment, programs or services, acquired outside this Agreement, used
<br />with the Machines and programming.
<br />Individual Machines become subject to this Agreement when either the Customer's written order for their pllrchase, or the Customer's
<br />order for their purchase under another ordering procedure designated by 18M, is acsepted by 18M. Such order to purchase an on-order
<br />Machine must be received by IBM on or before its Date of Installation. IBM will accept an order by providing to the Customer a Supplement
<br />to this Agreement (Supplement), or other documentation designated by IBM, confirming the terms applicable to the Machine. Installation
<br />of an on-order Machine, as defined in the Section entitled "Installation," or payment of the Purchase Price of an on-order or installed
<br />Machine (or payment of the down payment or the first installment if subject to an IBM installment agreement), whichever first occurs follow-
<br />ing the Customer's receipt of the Supplement. will constitute the Customer's acceptance of such terms.
<br />PRICES AND PAYMENT IBM and its insurers, if any, relieve the Customer of responsibility
<br />for all risk of loss of or damage to the Machines except for loss or
<br />The Purchase Price for each Machine will be stated in the Sup- damage caused by nuclear reaction, nuclear radiation or radioac-
<br />plement and does not include any applicable taxes or destination tive contamination for which the Customer is legally liable. There-
<br />charges. Payment in full for each on-order Machine will be due on after, al\ risk of loss of or damage to such Machines shall be on
<br />its Date of Installation and, for each installed Machine, on its Effec- the Customer.
<br />tive Date of Purchase, unless otherwise provided in an IBM install- All risk of loss of or damage to installed Machines shall be on
<br />ment agreement. the Customer after the Effective Date of Purchase.
<br />
<br />TAXES
<br />
<br />In addition to the prices stated in the Supplement, the Customer
<br />agrees to pay amounts equal to any taxes resulting from this
<br />Agreement, or any activities hereunder, exclusive of taxes based
<br />on IBM'S net income. The Customer shall bear any personal prop-
<br />erty taxes assessable on on-order Machines on and after delivery
<br />to the carrier or, for installed Machines, on and after the Effective
<br />Date of Purchase.
<br />
<br />DESTINATION CHARGES
<br />Destination charges for each on-order Machine from a desig-
<br />nated IBM location, and any rigging charges, will be paid by the Cus-
<br />tomer In accordance with IBM'S then current shipping and billing
<br />practices.
<br />
<br />TITLE
<br />
<br />Title passes to the Customer for each on-order Machine on its
<br />date of shipment from IBM or on the date IBM receives the Custom-
<br />er's order for its purchase, whichever is later, and, for each instal-
<br />led Machine, on its Effective Date of Purchase.
<br />
<br />SECURITY INTEREST
<br />
<br />IBM reserves a purchase money security interest in each
<br />Machine. This Interest will be satisfied by payment in full hereunder
<br />or under an IBM installment agreement and, in addition, when appli-
<br />cabie, by the return to IBM by the Customer of parts in respect to
<br />f( ature additions or model conversions that involve the removal of
<br />parts which become the property of IBM. The Customer agrees to
<br />sign appropriate documents to permit IBM to perfect IBM'S security
<br />interest.
<br />
<br />SHIPMENT
<br />IBM will confirm, and amend as necessary, the Estimated Ship-
<br />ment Date of each on.order Machine. Prior to shipment, IBM will
<br />make reasonable accommodation to a Customer requested delay,
<br />and, if agreed to by IBM and the Customer, changes may be made
<br />in the configuration of Machines.
<br />
<br />RISK OF LOSS OR DAMAGE
<br />
<br />During the period on.order Machines are in transit or in posses.
<br />sian of the Customer, up to and includ:ng the Date of Installation,
<br />
<br />PRICE PROTECTION PERIOD
<br />The Purchase Price for each on-order Machine shall be IBM'S
<br />generally available single unit price and shall be subject to all price
<br />increases, except that increases effective during the three-month
<br />period immediately prior to the date of Machine shipment shall not
<br />apply If the Customer's order was received by IBM prior to the date
<br />of announcement of the price increase. If a price increase applies
<br />to any such Machine, the Customer may cancel the order upon
<br />written notice to IBM within one month of notification of the price in-
<br />crease; otherwise, the higher price shall be effective.
<br />If IBM'S generally available single unit price for anyon-order
<br />Machine upon its Date of Installation shall be lower than the Pur-
<br />chase Price for such Machine stated in the Suppiement, the Cus-
<br />tomer shall have the benefit of such lower price.
<br />The term "IBM'S generally available single unit price" does not in-
<br />clude prices for sales of Machines under terms and conditions
<br />other than those in this Agreement.
<br />The Purchase Price for each installed Machine stated in the
<br />Supplement is subject to change up to and including its Effective
<br />Date of Purchase, subject to any limitations described in any other
<br />applicable IBM lease or rental agreement.
<br />
<br />INSTALLATION
<br />
<br />Each Machine will be installed as specified by IBM. The Customer
<br />agrees to provide a suitable environment for the Machines as
<br />specified by IBM, and, except as otherwise specified by IBM, to fur-
<br />nish all labor required for unpacking and placing each on-order
<br />Machine in the desired location. Packaging materials, if any, shall
<br />become the property of the Customer.
<br />Features and model conversions will be installed on the serlal-
<br />numbered machine designated in the Supplement. The Customer
<br />represents that the Customer is the owner of the machine on which
<br />any feature or model conversion will be installed or, if not the
<br />owner, has the authority from the owner to order the feature or
<br />model conversion and to have it installed on the owner's machine.
<br />
<br />Installation by IBM
<br />
<br />IBM will install machines, features and model conversions which
<br />arc not identified as Customer Set-Up.
<br />The Date of Installation for a machine will be the day (Monday
<br />through Friday) following the day that 1) the machine is installed
<br />under this Agreement or under the applicable IBM lease or rental
<br />
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