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1、Service Agreement1.Definition.ABC shall mean ABC (China) Electronics, Ltd. ;Customer; shall meanthe customer namedin the Agreement; and ;Product; shallcollectively mean the Equipment and Software which ABC and Customer agree to beserviced pursuant to this Service Agreement. Such Product is listed on
2、the first page of this Agreement.2.Acceptance.The terms and conditions set forth on all twelve pages of thisAgreement isan offer to purchaseServiceby Customer which shallbecomeaService Agreement when acknowledged in writing by ABC;s ServiceDepartment;and thebanking, negotiationor otheruse ofany paym
3、ent shallnot constitute an acceptance by ABC. It is agreed that Service shall beprovided only on the terms and conditions contained in this Agreement.ABC shall not be bound by terms and conditions in Customer;s purchaseorder or elsewhere unless expressly agreed to in writing. Both partiesto thisAgre
4、ement agree that upon acceptance by ABC;s Service Department,ABC;s interest in the Agreement is assigned to ABC, Inc. (MINC).3. Service DefinedABCagrees toprovideserviceforthe Customer for theProductlistedon the first page of this Agreement. Such Products shall be servicedaccording to the terms and
5、conditionson alltwelvepages ofthisAgreement(;Service;). The Service shall begin and end on the dates set forth onthe first page of this Agreement. ABC shall also Service other Productmanufactured by MINC. or MINC;s subsidiaries and purchased by customerduring the term of this Agreement on the same t
6、erms and conditions setforthin thisAgreement atthe then currentservicefeesforsuch Product.Upon deliveryof such otherProducttoCustomer, servicefeesforServiceof such other Product shall be added to the billing cycle following1expiration of the labor warranty on such other Product. In the event ofloss,
7、damage, theftor removal from Serviceof any Product,Customer shallimmediatelyreporttheloss,damage, theftorremovalin writingtoABC.In this event, Customer;s obligation to pay service fees with respectto any such Product shall terminate at the end of the month in which ABCreceives such written report.Mo
8、bileProductshallberemovedandreinstalledindifferentvehiclesatCustomer;srequestfortheservicefee ineffectatthetimeof Customer;s request.This Agreement does not include service of any transmission line,antenna, tower or tower lighting, unless such work is described on thefirst page of this Agreement. Se
9、rvice shall include the labor and partsrequiredtorepairProduct which has becomedefectivethroughnormal wearand usage. This does not include consumable and their installation.Service does not include the repair or replacement of Product which hasotherwise becomedefective,including,butnotlimitedto,dama
10、ge causedby accidents,physicalor electronic abuse ormisuse,actsof God,firesor other casualty. Service performed for non-covered repairs shall bebilledatABC;sabove contractrateapplicableforsuchService.Productunder contractmust be maintainedin environmentalconditions assetforthintheProductspecificatio
11、nsanddamage resultingfromenvironmental conditions not conforming to the specifications is notcovered by this Agreement.Where telephone lines and Product are used in conjunction with ABCmaintained Product, ABC shall have no obligation or responsibility forsuch telephone lines or Product but shall, up
12、on request, assist theTelephone Companyin repairingsuch upon payment at the appropriateabovecontract rate.Customer shall indicate on the first page of this Agreement anyProductwhichisintrinsicallysafesothatappropriatepartsand2procedures may be used to maintain such status.At the expiration of twelve
13、 (12) months after the commencement ofService hereunder (or any time thereafter), if Product cannot in ABC;sopinion be properly or economically repaired, because (but not limitedto)excessivewear,deteriorationorunavailabilityof parts,ABCatitssoleoption,upon thirty(30)days priorwrittennoticetoCustomer
14、 sentby certifiedmail,mayeither:(1)remove such Productfrom thisAgreement;or (2) may increasethepricetoServicesuch Product.Customer shallhavethirty (30) days from receipt of notice of price increase to object tosuch increase. If Customer properly objects to such increase, ABC shallthen have theoption
15、to remove such Productfrom coverage by thisAgreement.Customer;s obligationto pay Servicefeeswith respecttoProduct removedfrom this Agreement shallterminate at theend of themonth during whichsuch Product is removed.The Productshallbe servicedby ABCin accordance withthefollowingstandards: (i) ABC part
16、s or parts equal quality shall be used; (ii) theProductshallbe servicedatlevelssetforthinABC;s productmanuals;and (iii)routineserviceproceduresprescribedfrom timetotimeby ABCfor its Product shall be followed.5. Time And Place of Service.Service shall be done at the location specified on the first pa
17、geof this Agreement. Where Service is to be performed at the location ofthe Product, Customer shall furnish shelter, heat, light and power atthese locations,Customer shallnotifyABCimmediatelyofProductfailure,allow ABC full and free access to the Product, and cooperate fully withABCin ABC;s servicing
18、ofthe Product.Waiver ofliabilityby ABCagainstCustomer or otherrestrictionsshallnotbe imposed by Customer as a siteaccess requirement.Customer shallallow ABC fulland freeaccess totheProduct.CustomershallallowABCtousenecessarymachines,communications,facilities,featuresandotherproduct(exceptas3normally
19、 supplied by ABC) at no charge. Mobiles and removable Productshall be delivered by Customer to the ABCService Center indicated on the first page of this Agreement.Hours of Service under this Agreement shall be the normal working hours, excluding holidays, of ABC;s Service Center unless otherwise ind
20、icated on the first page of this Agreement.6. Payment/Taxes.Each payment isdue on or beforethedate setforthon thefirstpageof this Agreement. ABC may terminate this Agreement by giving Customerten(10)days noticeby certifiedmailifCustomer defaultsinitspaymentto ABC. Customer shall reimburse ABC for al
21、l property taxes, sales anduse taxes, excise taxes, and the taxes or assessments now or hereafterimposed by authorityofany National or Locallaw,ruleor regulationwithrespecttotheService of the Productexceptincome taxes or otherlegallyreimbursable taxes of ABC.7. Right to Subcontract.ABC shall have th
22、e right to subcontract in whole or in part theService called for by this Agreement. ABC shall notify Customer of thename and address of each subcontractor.8. Revision of Fees.Prior to an Anniversary of the ;Expiration Date; indicated on thefirst page of this Agreement, ABC may revise the Service fee
23、s set forthon the first pageof thisAgreement by giving Customer written notice ofthe amount of the increase at least sixty (60) days in advance of thatAnniversarydate.Upon receiptof any such notice,Customer may terminatethisAgreement on theExpirationDate or any Anniversaryofitupon thirty(30)days pri
24、orwrittennoticeto ABCsent by certified mailtothe addressindicatedin thisAgreement; otherwisethe newfeesshallbecomeeffectiveon the Anniversary date. In the event of such termination, all accruedand unpaidcharges shallbe due and payable immediatelyupon termination.49. Automatic Renewal.AftertheExpirat
25、ionDate indicatedon thefirstpageofthisAgreement,thisAgreementshallcontinueforsuccessiveadditionalperiods of one year, provided that either ABC or Customer may terminatethisAgreement on theExpirationDate or any Anniversaryof itupon thirty(30) days prior writtennotice to theother party sentby certifie
26、d mailto the address indicated in this Agreement.10. Interruption of Service.Customer shall notify the servicing agency in the event of thefailureofany Product.If theservicingagency failsto repairtheProductwithin a reasonabletime,Customer shallnotifythe ABCofficedesignatedby ABC. After said notice f
27、rom Customer to the servicing agency and totheABCofficedesignatedby ABC, ABCshallbe liableforany interruptionor interference affecting the use or transmission through the Productmaintained to the extent of a pro rata allowance based on the monthlyservicefeeforthe timesuch interruptionorinterferencei
28、sattributableto the fault of ABC or its subcontractor. ABC does not assume and shallhave no ability under this Agreement for failure to provide or delay inproviding service for the Product due directly or indirectly to causesbeyond thecontrolofABC, including,butnotrestrictedto,actsofGod,acts of the
29、public enemy, acts of the PRC, the United States, any State,Territory of the United States, or any political subdivision of theforegoing, or the District of Columbia, acts of failure to act of theCustomer,itsagents,employeesorsubcontractors,fires,floods,casualty,epidemics,quarantinerestrictions,stri
30、kes,freight embargoes,and unusuallysevere weather conditionsor defaultsof ABCsubcontractorsdue to any such causes.11. Warranty Limitations.Except As Specifiedin ThisAgreement. ABCDisclaimsAllWarranties,ExpressorImplied,Including,WithoutLimitation,theImplied5Warranties of Merchantability and Fitness
31、for A Particular Purpose. InNo Event Shall ABC Be liable for Incidental or Consequential Damages to the Full Extent Such May Be Disclaimed by Law.12. SRRC or MPT and Other Government Matters.Although ABC may assist in preparation of the SRRC or MPT licenseapplication, Customer is solely responsible
32、for obtaining any licensesor otherauthorizationsrequiredby the StateRadio Regulatory Commission(;SRRC;)orMinistryof Post and Telecommunication, or any otherNationaland/or Local governmental agency. Customer is solely responsible forcomplying with applicable SRRC or MPT rules and regulations and thea
33、pplicable rules and regulations of any other National and/or Localgovernmental agency. Neither ABCnor any of its employees is anagent ofCustomer inSRRCor MPTorothergovernmentalmatters.ABC, however, mayassist inpreparationof the SRRCor MPTlicenseapplicationatno chargeto Customer.13. Entire Agreement.
34、Customer acknowledges thatithas read and understandstheterms andconditions of the Agreement and agrees to be bound by them, that it isthe complete and conclusivestatementof the agreement between the partiesand thatthisAgreement sets forththeentireagreement and understandingbetweenthepartiesrelatingt
35、othe subjectmatterhereofand allunderstandings and agreements,oral and written,heretoforemadebetweenABC and Customer, are merged in this Agreement which alone fully andcompletely expresses their agreement.14. Amendment.No modification of or additions to this Agreement shall be binding upon ABC unless
36、 such modification is in writing and signed by the ABCDivision Service Vice President authorized to make such revisions and an authorized agent of Customer.15. Validity.6If any term or provision of this Agreement shall to any extent be held by a court or other tribunal to be invalid, void or unenfor
37、ceable, then that term or provision shall be inoperative and void insofar as it is in conflict with law, but the remaining terms and provisions of this Agreement shall nevertheless continue in full force and effect and therights and obligations of the parties shall be construed and enforced as if th
38、is Agreement did not contain the particular term or provision held to be invalid, void or unenforceable.16. Headings.Sectionand paragraphheadingsused inthisAgreement areforconvenience only and are not to be deemedor construedto be partof thisAgreement.17. Law.This Agreement and the Rights and Duties
39、 of the Parties Shall BeGoverned and Interpreted in Accordance With the Laws of the PRC.18. Assignment.No assignment or transfer, in whole or in part, of this Agreementby Customer shallbe bindingupon ABCwithoutitspriorwrittenconsent.19. Waiver.Failureor delay on the part of ABCor Customer to exercis
40、eany right,power or privilege underthis Agreement shallnot operate asa waiver ofany right, power or privilege of this Agreement.20. Time To Sue.Except for money due upon an open account,no actionshallbe broughtforany breach of thisAgreement more than two (2) years afterthe accrualof such cause of action except where a shorter limitation period isprovided by applicable law.21. Language.This Agreement isexecuted in both Chinese and Englishversions.Incase of any discrepancy, the English version shall prevail.78