Support Terms and Conditions

These terms and conditions apply to the Support Services or Extended Warranty purchased via a Customer-generated Purchase Order for equipment and software itemized in the linked quote or invoice provided by Bluechiip.  By purchasing these Support Services or Extended Warranty, the Customer is agreeing to the Terms and Conditions below.

 

Support Terms and Conditions

1.            Scope

1.1          Definitions

Agreement means the agreement between Bluechiip, Inc. and the Customer for the provision of Services in accordance with the terms and conditions set out herein.

Software Update means any release of Bluechiip software that Bluechiip requires for continued use of the System or other Products and may include minor enhancements and/or address minor issues

Software Upgrade means any release of Bluechiip software which Bluechiip does not require for continued use of any Product or other Product and is therefore considered optional. Software Upgrades typically consist of enhanced functionality or new features and may incur an additional charge to implement

Specification means the specifications for each Product, each considered separately, as set out in the relevant Bluechiip documentation therefor.

Standard Terms and Conditions  Bluechiip’s Standard Terms and Conditions that apply to all purchases of Bluechiip’s products, including consumables, software and services and that are located at https://www.bluechiip.com/terms-conditions.

Support Fees means the fees quoted to the Customer specific to its Bluechiip Products.

Support Hours means 8:00 a.m. to 8:00 p.m. Eastern Standard Time, each business day, which is not a Federal Holiday.

Support Services is interchangeable with Extended Warranty and means: (i) repair and/or restore Products to which these Terms apply, to a condition such that it performs in accordance with its specifications (Conforming Product), and/or (ii) replace such a Product with a Conforming Product

Support Period means the period of time from the Customer commencing to pay the Support Fees for the Support Services hereunder for such product and expiring in accordance with these Terms.

Support Personnel means Bluechiip’s technical support representatives, appropriately trained Bluechiip employees and field service representatives.

1.2          Term

Extended Warranty or Support Services shall commence, for each Product considered separately, on the date on which the Support Fees are invoiced and subject to the purchased conditions and provisions for termination, shall expire on the anniversary of the date on which it commences (Support Period). Bluechiip shall be entitled to terminate the Support Services by written notice to the Customer if the Customer defaults on its payment obligations hereunder.

 

2.            The Support Services

2.1          Bluechiip to Provide Support Services

Bluechiip shall, during the applicable Support Period, provide to the Customer the Support Services, and otherwise comply with its obligations, according to these Terms all subject to the Customer timely and fully complying with its payment obligations to Bluechiip with respect to Support Services and all licenses according to the Standard Terms and Conditions. 

2.2          Manner of Providing the Support Services

The manner by which Bluechiip shall provide the Support Services shall be by way of digital communication and support, telephone support and/or on-site support, all as determined by Bluechiip in its reasonable discretion from time to time, having regard to each set of circumstances relating to a Product. Throughout the Support Period, Bluechiip Support Personnel will be available during the Support Hours. In effecting any repair of a non-conforming Product, Bluechiip may, at its option, replace the Product with new or reconditioned product and/or parts or modules that have been remanufactured to meet the same material performance standards as new products, parts or modules. If the Customer experiences any problem with any Product or otherwise desires technical support from Bluechiip concerning any Product, then the Customer promptly and without delay will report such problem or request such assistance by emailing [email protected]  (or by calling the Customer’s Field Product Specialist).  Bluechiip Support Personnel will in good faith endeavor to respond within 2 hours during the Support Hours. With respect to any technical support issue that Bluechiip determines requires on-site support at the Customer’s facility, Bluechiip will dispatch one or more Support Personnel to such facility, at a time convenient to both parties. Any such on-site technical support will be provided between during the hours of 8:00 a.m. to 5:00 p.m., Customer’s local time, on a business day.

 

2.3         Limited Warranty on Repaired or Replaced Product

(a) This warranty applies to replaced Products that Bluechiip provides as part of the Support Services.

(b) Subject to paragraphs (d) below and section 8.1, Bluechiip warrants that at the time of delivery of the replacement Product to Customer and for three (3) months thereafter, the product will substantially conform to Bluechiip's specifications therefor. The warranties provided in this Section 2.3: (i) constitute Bluechiip’s entire warranty with respect to replacement Products delivered hereunder and comprise Bluechiip’s only liability for non-conforming Products; and (ii) are in lieu of all other warranties, expressed, implied and statutory, all to the fullest extent that they can be excluded by law.

(c) Bluechiip shall, at its sole option and expense, either provide replacement Product for the originally provided replacement Product found to be not in compliance with the Warranty under paragraph (a) or credit the Customer for the value of the replacement Product, provided that Customer will have assisted Bluechiip in diagnosing any warranty claim by the Customer. The remedies provided in this paragraph (c) constitute the Customer’s sole and exclusive right with respect to defective or non-conforming replacement Products.

(d) The warranties and Customer's remedies in this Section 2.3 shall not apply to any Product that has been: (i) damaged by improper maintenance, misuse, accident, neglect, failure to continually provide a suitable storage or operating environment; and (ii) used in a manner that is reasonably likely to cause degeneration or degradation thereof.

 

2.4          Right to Inspect

Bluechiip shall be entitled, in advance of providing Support Services, to inspect the Product subject to these Terms and determine whether such Product is properly functioning in accordance with the Specifications and, if it is not so properly functioning, shall determine whether or not to repair or take other action. Any time, materials and expenses, including parts, shipping and travel expenses, incurred by Bluechiip in any such inspection or repair are not covered by these Terms and shall be payable by the Customer in accordance with Section 12 of these Terms.

2.5          Relocation of Products

The Customer agrees that any services provided by Bluechiip with respect to moving or relocating any Product shall not be covered by the Support Fees and that Bluechiip may, in its discretion, charge the Customer at Bluechiip’s then-prevailing rates for time and materials spent in providing any such move/relocation services and for Bluechiip’s reasonably related expenses incurred in connection therewith. Notwithstanding the foregoing in this Section 3, Bluechiip will not charge the Customer any addition fees for the initial installation of any Product at the Customer’s premises.

2.6          Preventative Maintenance  

If required, Bluechiip’s Support Personnel may perform preventative maintenance service on the Products, at a time during the Support Period that is mutually agreeable to the parties; provided that any such preventative maintenance service may be performed in conjunction with any other Bluechiip service visit or call to the Customer. Such preventative maintenance service may include an evaluation of Product performance and any calibrations, alignments, lubrication and parts repair or replacement as deemed necessary in the discretion of the performing Support Personnel. The Customer agrees to cooperate with Bluechiip in the scheduling and performance of each such annual preventative maintenance service.

2.7          Qualifications

 

Notwithstanding anything to the contrary herein, Bluechiip shall have no obligation to provide Support Services of any nature:

(a) for any Product that (i) has had any identification markings removed or rendered illegible; (ii) has been damaged by transportation, storage or maintenance under temperature and other conditions that are contrary to Bluechiip’s specifications or instructions, or (iii) has been the subject of misuse, accident or neglect, or inappropriate storing conditions;  (iv) has been used in a manner not in accordance with the instructions supplied by Bluechiip or in a manner other than for which it was intended; or (v) has not had installed on it updates made available by Bluechiip; nor

(b) where Customer does not provide to Bluechiip or to the Support Personnel the required cooperation or information or access in accordance with paragraph (a) of Section 5 and/or otherwise does not fully comply with its obligations set out in Section 5.  

 

3.            Software License, Updates and Upgrades

By purchasing this Support, the Customer will thereby acquire a software license to use the Bluechiip system across the equipment specified in the quote and purchase order and web-enabled devices in accordance with the license terms set out in Section 2 of the Standard Terms and Conditions. 

(a) This shall include software updates generally made available by Bluechiip and reader firmware upgrades/updates until expiry of these Terms. Bluechiip shall provide the Customer those Software Updates that Bluechiip makes available and releases to its customers from time to time during the Support Period. The Customer’s implementation of Software Updates is mandatory under these Terms. The Customer shall implement each Software Update as promptly as reasonably practicable after it is made available and shall sign and promptly return to Bluechiip any form of acknowledgement reasonably required by Bluechiip to evidence such implementation.

(b) The Customer acknowledges that during the Support Period Bluechiip may also make available to the Customer, Software Upgrades for additional fees. The Customer's implementation of any Software Upgrade shall be in the Customer's sole discretion.

Any implementation by the Customer of any Software Update or Software Upgrade shall be in accordance with reasonable instructions specified by Bluechiip. Bluechiip provides no representations, warranties or promises regarding the frequency, timing, features or functionality of Software Updates or Software Upgrades. 

 

4. Shipping  

Bluechiip will cover the shipping and handling costs for shipping any repaired or replacement Products or Product parts within the United States to/from the Customer under these Terms, provided, however, that Bluechiip shall not cover, and the Customer shall be responsible for, all shipping, handling and other costs where the problem affecting the Product at issue results from or relates to any of the circumstances described in Section 2.5 (qualifications). 

 

5. Customer’s Obligations

The Customer shall:

(a)           provide the Support Personnel with all cooperation reasonably requested with respect to providing the Support Services, including, any access reasonably requested by Support Personnel to the Products and Customer’s facility

(b)          allow only Bluechiip to provide Support Services to the Products and shall not authorize or allow any third party to, alter, modify, repair or service any of the Products or attempt to do any of the foregoing, unless and then only to the extent that Bluechiip deliver to Customer Bluechiip’s advance and express authorization to such effect;

(c)           ensure that each person who operates or uses any Product has been trained by Bluechiip or its authorized representative in, and has a comprehensive working proficiency in, the features, functionality and use (including, without limitation, restrictions on use) of such Product; 

(d)          maintain the Products in a proper and adequate environment, as such is specified in the applicable Product documentation (including, without limitation, user manuals and product inserts).

(e)          relocate the Product only in accordance with Bluechiip’s express written instructions and shall not authorize or allow any third party to move or relocate any Product, unless and then only to the extent of Bluechiip’s advance and express authorization to such effect. 

 

6.            Fees

6.1          Customer to Pay

Payment shall be made in advance of Services Provided according to payment conditions listed on the quote and in accordance with the payment option detailed on the quote and selected by the Customer.  Bluechiip shall be entitled to increase the fees from time to time, including in response to changes in the cost of labor and/or raw materials or other resources, upon 60 days’ notice to Customer to such effect.

 

6.2          Pay for Additional Services

In the case of any Product problem that results from or relates to Customer’s breach of or non-compliance with Sections 2.5 or 5, Bluechiip will use reasonable efforts to assist the Customer and remedy such problem, but any failure of Bluechiip to remedy or otherwise alleviate such problem will not be a breach of any of Bluechiip’s representations, warranties, or obligations under these Terms. Customer shall pay Bluechiip at Bluechiip’s then-prevailing rates for time and materials spent in providing any such assistance or in providing any services that extend beyond the scope of the Support Services.

 

6.3          Consequence of non-Payment

Bluechiip shall be entitled to suspend performance of the Services during the period of time that Customer payment obligations remain outstanding and to charge the Customer a late payment charge calculated on the past due balance at the rate of 1.5% per month for each month or part thereof from the date the payment was due.

 

7.           Confidentiality

Each party undertakes that it shall not at any time during this Support Period, and for a period of five years after termination or expiry of this Support Period, disclose to any person any confidential information, except that each party may disclose the other party's confidential information: (i) to its employees, officers, representatives, contractors, subcontractors or advisers who to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with these Terms. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to who it discloses the other party's confidential information comply with Section 7 as may be required by law, a court of competent jurisdiction or any government or regulatory authority. No party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in these Terms are granted to the other party or to be implied from these Terms. In particular, no license is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.

 

8.             General

8.1          Limitation of Liability

Bluechiip’s shall provide the Support Services in a professional manner and with diligence reasonably expected of professional providers of such services. To the extent permitted by law, Bluechiip excludes all implied terms, representation and warranties whether statutory or otherwise relating to the subject matter of these Terms other than as expressly set out in these Terms.

 

8.2          Termination

Each party shall be entitled to terminate these Support Services by delivering to the other thirty (30) days’ written notice to such effect, if the other party breaches a material provision of these Terms and does not remedy that breach within the said 30 days period.  In the case of termination resulting from Bluechiip’s breach, Bluechiip shall reimburse to the Customer those amounts that the Customer paid for Support Services that apply on a pro-rata basis post termination.

 

8.3          Force Majeure

Where a party is affected by acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic (or any related restrictions); terrorist attack, civil war, civil commotion or riots, war, threat of or preparation of war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear chemical or biological contamination (collectively, a Force Majeure Event), that party shall as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under these Terms. If the Force Majeure Event prevents, hinders or delays the affected party's performance of its obligations for a continuous period of more than three months, the time for such party's performance shall be extended for the period of delay or inability to perform due to such event and the party not affected by the Force Majeure Event may terminate these support Services by giving written notice to the Affected Party.

 

8.4          Entire Terms and Conditions

These Terms contains the entire understanding between the parties concerning the subject matter of the Terms and supersedes all prior communications between the parties.

 

8.5          No Waiver

A failure, delay, relaxation or indulgence by a party in exercising any power or right conferred on the party by these Terms does not operate as a waiver of the power or right.

 

8.6          Severability

Any provision of these Support Services which is invalid in any jurisdiction must, in relation to that jurisdiction be read down to the minimum extent necessary to achieve its validity, if applicable and be severed from these Terms in any other case, without invalidating or affecting the remaining provisions of these Terms the validity of that provision in any other jurisdiction.

 

8.7          No Variation

These Terms cannot be amended or varied except in writing signed by the parties.

 

8.8          Governing Law and Jurisdiction

These Terms are governed by and must be construed in accordance with the laws of State of Delaware. The parties submit to the exclusive jurisdiction of the courts of State of Delaware and in respect of all matters relating to this Agreement, its performance or subject matter.