EXAMPLE PRINCIPAL TERMS OF Preventative Maintenance SERVICE Subscription
Last Modified 01/02/2024
This Preventative Maintenance Service Subscription Agreement (this "Agreement"), dated as of ___________, 2024 (the "Effective Date"), is entered into by and between Principal Coffee Equipment Solutions, LLC, a Kansas limited liability company, with offices located at 2210 East Douglas, Wichita, Kansas 67214 ("Principal"), and xxxxxxxxxxxxx ("Customer"), with offices located at xxxxxxxxxxxxxx.
1. Services. Principal shall provide preventative maintenance services for the coffee equipment (the "Equipment"), the description of which is set forth in the attached Exhibit A. Principal will provide parts and service for preventative maintenance of espresso machine equipment according to manufacturer recommendations. Notwithstanding the foregoing, Principal reserves the right to refuse to provide parts or services if they determine the customer has not made sufficient consecutive payments to cover requested services.
All Other Services, including, but not limited to equipment installation, equipment relocation, emergency work, water filtration, equipment operation and maintenance instruction will be billed at an hourly rate + mileage + parts (See Section 2 for All Other Services).
2. Fees and Expenses.
a) For the Services to be performed hereunder, Customer shall pay to Principal a fixed fee of $xxxx.xx per month (the "Fee") within 30 days after the end of each contract year. The customer understands that payments can be cancelled at any time upon written notice per the terms described in the Recurring Charge Authorization. Fees are guaranteed in one-year terms and will be updated annually based on maintenance schedule and current market pricing. Customers will be notified of price updates 30-days in advance of the annual renewal.
b) For All Other Services, Customers can enjoy pricing as follows:
Customer Description Benefits or Program Rate Per Hour
Coffee Customer + Subscription 20% Discount on Labor & Parts $100.00/hour
Subscription-Only 15% Discount on Labor & Parts $106.25/hour
Coffee Customer Only 10% Discount on Labor & Parts $112.50/hour
Service Only by the Hour Parts at Full-Retail Price $125.00/hour
d) Term. This Agreement shall commence as of the Effective Date and shall continue thereafter for a period of one year, unless sooner terminated pursuant to the terms hereof (the "Term"). This agreement shall automatically renew for successive one (1) year periods unless either party provides written notice to the other party that it does not intend to renew at least thirty (30) days prior to the end of any Term hereunder. Customers will be notified of price updates 30-days in advance of the annual renewal.
3. Termination.
a) Customer may terminate this Agreement, effective upon thirty (30) day written notice to Principal if Principal fails to meet its obligations under this Agreement, including (a) timely restoring the Equipment to working order more than once during any 90-day period.
b) Principal may terminate this Agreement, effective upon thirty (30) day written notice to Customer if Customer (a) fails to timely meet its payment obligations under Section 2 more than once during any 90-day period.
c) Either party may terminate this Agreement, effective upon written notice to the other party (the "Defaulting Party"), if the Defaulting Party: (a) becomes insolvent or admits its inability to pay its debts generally as they become due; (b) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing; (c) is dissolved or liquidated or takes any corporate action for such purpose; (d) makes a general assignment for the benefit of creditors; or (e) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
4. Time of Service. All service work deemed non-emergency in nature will be performed during Principal business hours, 7am to 6pm, Monday through Friday. Qualifying emergency work, as determined by Principal, may be performed outside business hours. Emergency work includes any work determined by Principal to require immediate attention to mitigate or resolve issues inhibiting the safe, effective, or efficient operation of equipment covered by this service plan.
5. Additional Fees and Expenses. Notwithstanding anything to the contrary contained herein, services or parts required due to accident, abuse (including lack of or improper user maintenance), misuse, theft, neglect, acts of third parties, fire, water, casualty or any other natural force shall be subject to additional labor charges and/or retail sale price charges for such parts. Services or parts required due to malfunction of parts, supplies, modifications, or attachments not authorized by Principal shall be subject to additional labor charges and/or retail sale price charges for such parts.
6. New Equipment Not Included. This service plan does not cover new or replacement equipment.
7. Independent Contractor. It is understood and acknowledged that in providing the Services, Principal acts in the capacity of an independent contractor and not as an employee or agent of the Customer. Principal shall control the conditions, time, details, and means by which Principal performs the Services. Customer shall have the right to inspect the work of Principal as it progresses solely for the purpose of determining whether the work is completed according to this Agreement. Principal has no authority to commit, act for or on behalf of Customer, or to bind Customer to any obligation or liability. Principal shall not be eligible for and shall not receive any employee benefits from Customer and shall be solely responsible for the payment of all taxes, FICA, federal and state unemployment insurance contributions, state disability premiums, and all similar taxes and fees relating to the fees earned by Principal hereunder.
8. Customer Operation. The Customer agrees to operate and perform routine maintenance of all equipment covered by the Service Plan as advised by Principal or the manufacturer, in accordance with the instructions described in their owner’s manuals or as advised by Principal or the manufacturer.
9. Customer Acknowledgment for Certain Services/Actions; Hold Harmless. The Customer acknowledges the performance of any other service, relocation, or modification to the equipment by one of the Customer’s agents or by any third party is at its own risk and cannot hold Principal responsible for losses or damages as a result of another company’s work. Customer shall indemnify, defend, and hold harmless Principal and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Principal (collectively, "Losses"), relating to any claim of a third party or Customer arising out of or occurring in connection with Customer’s performance of any other service, relocation, or modification to the equipment unauthorized by Principal, either by one of Customer’s agents or by any third party in violation of this provision.
10. Miscellaneous. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of Kansas, without giving effect to any conflict of laws provisions thereof. Either party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in Wichita, Sedgwick County, Kansas. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURTS; AND (B) WAIVES ANY OBJECTION TO THAT CHOICE OF FORUM BASED ON VENUE OR TO THE EFFECT THAT THE FORUM IS NOT CONVENIENT. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. The parties may not amend this Agreement except by written instrument signed by the parties. Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving entity), operation of law, or any other manner, without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Except for the parties, their successors and permitted assigns, there are no third-party beneficiaries under this Agreement.
Please sign and date below to indicate your understanding of this service agreement. A signed copy will be provided to you for your records.
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Principal Date
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Customer Date
EXHIBIT A
Covered Equipment Listed Below