COUNTY OF DUPAGE, IL
Contract FI-R-0251-18
for
Multi-Functional Device Equipment, Supplies,
Software and Service Solutions
with
Canon Solutions America, Inc.
Effective:
October 1, 2018 through September 30, 2023
The following documents comprise the executed contract between the County of DuPage, IL and Canon Solutions America, Inc., effective October 1, 2018:
I. County of DuPage Board Resolution
II. Canon Best and Final
III. Canon Solutions America, Inc. Response to the Request for Proposal IV. The Terms and Conditions of the Request for Proposal incorporated by reference
DocuSign Envelope ID: C6AD1105-BCA6-4176-8DF8-49151E0073E4 09/13/18
DocuSign Envelope ID: C6AD1105-BCA6-4176-8DF8-49151E0073E4 Peter Kowalczuk
President
09/14/2018 | 10:23 AM EDT
Canon Solutions America, Inc.
One Canon Park
Melville, NY 11747
Phone: 800.815.4000
www.csa.canon.com
A Canon U.S.A. Company
April 24, 2018
Mr. Larry Gammel
Buyer Procurement Services
DuPage County Procurement Services
Division 421 North County Farm Road, Room 3-400
Wheaton, IL 60187
Dear Mr. Gammel:
On behalf of Canon Solutions America, Inc., I would like to thank you for allowing us to respond to your Request for Proposal (Solicitation #18-020-LG) for Multi-Function Copier Devices and Service Solutions. I believe that you will find our company, products and services to be of considerable value to your organization.
Furthermore, we wish to express our commitment to provide the County of DuPage (the County) with the highest level of customer satisfaction.
I am pleased to delegate Stacey Andersson, Major Account Executive of Canon Solutions America as the main contact for the County. The contact information for Stacey Andersson is as follows:
Stacey Andersson
Major Account Executive
425 N. Martingale
Schaumburg, IL 60173
Office: 312-521-9562
Email: [email protected]
Enclosed please find our proposal in response to your request. Please do not hesitate to contact Stacey Andersson directly with any questions or concerns.
Sincerely,
Peter Kowalczuk
President
Executive Summary
Canon Solutions America, Inc.
A Canon U.S.A. Company
Table of Contents
County of DuPage
Request for Proposal
Multi-Function Copier Devices and Service Solutions
Solicitation #18-020-LG
Scope of Work and Specifications Tab 1
Executive Summary..................................................................................................... Section 1 Response to Section 6 – Scope of Work and Specifications........................................ Section 2 Experience, Expertise and References Tab 2
Corporate Profile.......................................................................................................... Section 3 Brief History ................................................................................................................ Section 4 Commitment to the Government and Educations Sectors .........................................Section 5 National Cooperative Capabilities ..............................................................................Section 6 Green Initiatives .......................................................................................................... Section 7 References.................................................................................................................... Section 8 Financial Information.................................................................................................. Section 9 Pricing – County of DuPage Tab3
Pricing........................................................................................................................ Section 10 Attachment D
Leasing Programs
Resources, Approach, and Methodology Tab 4
Transformation Strategy............................................................................................. Section 11 Training Program ...................................................................................................... Section 12 Executive Summary
Canon Solutions America, Inc.
A Canon U.S.A. Company
Reporting Overview................................................................................................... Section 13 Invoicing ................................................................................................................... Section 14 Service Organization Overview ................................................................................. Section 15 Usage Analysis and Recommendation...................................................................... Section 16 Implementation Plan................................................................................................. Section 17 Sample Implementation Plan
Recommended Solution ............................................................................................ Section 18 Equipment Overview
Device Management Tools
Software Overview
Managed Print Services Program.............................................................................. Section 19 Product Literature ..................................................................................................... Section 20 Published Specifications ........................................................................................... Section 21 Current Distribution Model....................................................................................... Section 22 Attachment #E - National IPA Exhibit A Tab 5
Response to Supplier Qualifications ......................................................................... Section 23 Pricing-Optional Products and Service Tab 6
Pricing........................................................................................................................ Section 24 Forms and Documents Tab 7
Required Forms......................................................................................................... Section 25 Proposal Form w Addenda Number Acknowledgement
Vendors Ethics Disclosure Statement
W9 Form
Offeror’s Subcontractor List
FEIN and Dun & Bradstreet Report
Illinois Certificate of Good Standing
Certificate of Liability Insurance
Original Equipment Manufacturer’s Certification Letter
Letter of Assignment
Warranty Information
Executive Summary
Canon Solutions America, Inc.
A Canon U.S.A. Company
Canon Solutions America, Inc. Agreements and Documents .................................. Section 26 Attachments A through F and Including
National IPA (Exhibits A through F) Tab 8
National IPA (Exhibits A through F) ...................................................................... Section 27 County of DuPage Request for Proposal Tab 9
RFP Solicitation #18-020-LG..................................................................................... Section 25 RFP Addendums
Appendix Tab 10
Executive Summary
Canon Solutions America, Inc.
A Canon U.S.A. Company
Executive Summary
State and local governments, like the County of DuPage, are turning to a range of print and document management solutions to address their complex business environments. Although many solutions promise enticing benefits, government organizations may be missing out on the full value of print and document management solutions because of budget concerns and other challenges.
Understanding the Implications
In procuring print and document management solutions, state and local governments often face funding shortages, unexpected costs and other budget-related challenges that impact their decisions.
To save money and work within budget allocations, organizations may be tempted to choose the lowest-price equipment and services. In these scenarios, organizations may focus on solving an immediate, localized need without considering long-term, enterprise-wide goals. However, operating in this mode has a number of potentially costly consequences, including:
Integration issues associated with getting heterogeneous pieces of equipment and software to work together efficiently — not only across the print and document management environment but also in terms of integration with enterprise resource planning (ERP) and other back office or legacy systems
Increased complexity related to learning multiple vendors’ technology, maintaining different devices, and managing multiple patch and upgrade cycles Inefficiencies related to maintaining multiple relationships such as troubleshooting and resolving technical issues, escalating support with the proper vendor, and handling billing and other vendor management tasks
Security gaps that arise when multifunction printers (MFPs) and other devices with varying, uncoordinated security mechanisms are connected to the network; this issue is exacerbated by the fact that the IT team is not always responsible for print and document management.
Canon Solutions America, Inc. is pleased to see that the County of DuPage has adopted a “best value” mindset and strategy. Instead of focusing on one-time transactions that meet an immediate need or budget requirement, organizations would do well to adopt a long-term, solution oriented strategy that emphasizes achieving the best value and optimizing performance across the whole organization.
We are excited for the opportunity to serve the County of DuPage again and provide a customized approach to the present print and document management environment.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Response to Section 6 – Scope of Work and Specifications Introduction
Canon Solution America, Inc. has reviewed Section 6 in its entity; acknowledges and agrees with the minimal technical requirements, except and noted at the end of each section. We feel that we exceed the minimal requirements and specification of this solicitation. Additional information or literature is provided as an Exhibit.
Canon Solutions America, Inc. Corporate Structure
Canon Solutions America meets the criteria of the County’s preference to do business with a direct manufacturer which is also a publicly traded company. Canon Solutions America is a wholly owned subsidiary of Canon U.S.A. who’s parent Canon is traded on the Nikkei ad NYSE. Canon, Inc. is a diverse global manufacture of products and software with major market share presence in document technology, Imaging and photographic, diagnostic healthcare systems and industrial manufacturing systems. Today document technology represents 56% of Canon’s global revenue. Our market dominance in our diverse portfolio contributes to our long term sustainability.
Corporate Philosophy
Our corporate philosophy is kyosei. It conveys our dedication to seeing all people, regardless of culture, customs, language or race, harmoniously living and working together in happiness into the future. Unfortunately, current factors related to economies, resources and the environment make realizing kyosei difficult.
Canon strives to eliminate these factors through corporate activities rooted in kyosei. Truly global companies must foster good relations with customers and communities, as well as with governments, regions, and the environment as part of their fulfillment of social responsibilities.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
For this reason, Canon's goal is to contribute to global prosperity and the well-being of mankind as we continue our efforts to bring the world closer to achieving kyosei.
To this end, we feel that being a leader in market development and being finically secure provides both the County DuPage and the Participating Agencies the best solutions for the document technology needs.
Capability to Execute
Canon Solutions America is strategically positioned to support the County of DuPage, IL, as the Principal Procurement Agency, has partnered with the National Intergovernmental Purchasing Alliance Company (“National IPA”) to make the resultant from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through National IPA’s cooperative purchasing program.
Over the past 30 years Canon Solutions America has been awarded cooperative agreements and for the last 10 years two agreements marketed through National IPA with the County of DuPage as the lead agency. As of March 1, 2018, Canon Solutions America has an agreement with Region 4 ESC for Managed Print Services. Our expertise and dedication have help thousands of public agencies streamline the procurement process using cooperative programs to save time and money for their beneficiaries. Over the past 10 years Canon Solutions America has had a great partnership with National IPA including sharing of best practice, providing support for agencies summits and alignment on the value of best value with in cooperative solicitations.
A Canon Group Company - Financial Strength -
Canon is a $36.1 billion company that pursues global diversification with regional operations in the Americas, Europe and Asia. In our global structure, each region handles comprehensive sales and marketing duties. Throughout the group there are 197,673 employees and 367 research, manufacturing, and sales subsidiaries.
The high priority Canon places on its Global R&D effort is evident in its devotion of more than 8.9% of annual revenues in 2017. Canon’s efforts in this area include a more regional focus in order to develop technologies that meet the specific demands encountered in the Americas, Europe, and Asia.
Based upon the number of registered US patents filed by Canon, you can easily conclude that we have spent our Research & Development dollars effectively. In 2016, Canon Inc. ranked third overall in patents registered in the U.S. with a total of 3,665 patents.
Canon Solutions America offers many unique benefits. We offer a full range of technologies, as well as implementation and help desk support. In addition, national customers enjoy consistent best-in- class support for all their locations nationwide. A staff of product and software application experts is Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
directly accessible to assist our customers with the continual task of streamlining workflow processes through innovative technology.
Helping the County of DuPage and the Participating Agencies meet their Sustainability Goals and Objectives
Canon Solutions America parent Canon U.S.A., Inc., a leader in digital imaging solutions has received the 2018 ENERGY STAR ® Partner of the Year - Sustained Excellence Award for continued leadership and superior contributions to ENERGY STAR. Canon U.S.A.’s accomplishments were recognized by the U.S. Environmental Protection Agency and the U.S. Department of Energy at a ceremony in Washington, D.C. on April 20, 2018.
Canon has been an ENERGY STAR partner for over 20 years and offers nearly 200 ENERGY STAR certified products that incorporate advanced energy-efficient technologies, without compromising features or performance. This is the first time that Canon U.S.A. has received the ENERGY STAR Partner of the Year - Sustained Excellence Award. Canon U.S.A. has previously received Partner of the Year - Product Brand Owner Awards (2010, 2016 and 2017), as well as Excellence Awards for ENERGY STAR Promotion (2011) and Product Labeling (1996, 1997, 2001, 2002, 2003, 2005 and 2008).
Environmental Sustainability-Solving Public Agencies Problems To promote sustainability and foster an environmentally sensitive culture we will promote the use of EPEAT Certified products. Since 1995 Canon has been creating environmental management systems (EMSs), and acquiring ISO 14001 certification at individual operational sites around the world. As of 2011, Canon achieved the consolidated certification at its operational sites, manufacturing and marketing subsidiaries in 39 countries around the world. More than 700 other Canon sites worldwide are certified to the ISO 14001 standard. EPEAT - Canon offers products that are registered in accordance with the recently established Electronic Product Environmental
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Assessment Tool (IEEE 1680.2 or EPEAT) for Imaging Equipment. This new sustainability tool provides third-party verification of the positive environmental aspects related to the purchase and use of imaging equipment.
citation #13-065
Canon Business Strength
Canon ranks third overall in U.S. patents granted in 2017 and is one of Fortune Magazine's World's Most Admired Companies in 2018. Canon U.S.A. is committed to the highest level of customer satisfaction and loyalty, providing 100 percent U.S.-based service and support for all of the products it distributes in the United States. Canon U.S.A. is dedicated to its Kyosei philosophy of social and environmental responsibility. In 2014, the Canon Americas Headquarters secured LEED ® Gold certification, a recognition for the design, construction, operations and maintenance of high- performance green buildings
As a testament to the company’s strong standing as a good corporate citizen and its proactive approach to corporate social responsibility initiatives, Canon U.S.A., Inc., a leader in digital imaging solutions, has been recognized as one of the 2018 World’s Most Ethical Companies by the Ethisphere Institute, a global leader in defining and advancing the standards of ethical business practices. This recognition is based on a variety of factors including: measuring and improving culture, leading with integrity and committing to transparency, diversity and inclusion. In 2018, 135 companies were recognized across 23 countries and 57 industries
Knowledge and commitment to the Government and Education Market Connecting Suppliers with the Public Procurement Community - NIGP’s Business Council comprised of representatives from each company participating in the Institute’s Enterprise Sponsor Program. Enterprise Sponsors are leaders in their respective industries and have demonstrated a shared commitment to NIGP’s values of: Accountability, Ethics, Impartiality, Professionalism, Service, and Transparency. We have been an established and active member and participant since 2008, and are considered subject matter experts regarding NIGP’s Business Council and their activities. The mission of the Business Council is to “Serve the NIGP membership and procurement profession through the sharing of resources and expertise in support of NIGP’s educational, research and advocacy mission.”
In essence, the Business Council connects the supplier’s perspective with the public procurement community and is dedicated to improving the buyer/supplier relationship.
Additionally, Canon Solutions America has been and will be active in the national and local associations of ASBO, NACUBO and NAEP; statewide organizations like CAPPO, MAPPO, IAPPO, and FAPPO. The organizations provide us with invaluable knowledge and insight to the requirements of the market.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Background
Knowledge of the County of DuPage
For over 50% of the past 30 years, Canon Solutions America has had the privilege of serving DuPage County as a provider of document technology.
Across our origination we have been able to retain our employee base.
Employee tenure is critical for providing excellent service and customer satisfaction. Specific to the County of DuPage the key service and administration leaders and staff are in place to provide the support that DuPage deserves. We have provided much or the expertise for transitioning the County for the legacy copiers to the digital multifunctional devices. Within the request for proposal, the county has expressed the same challenges as may other similar agencies.
Within the technical recommendations we have provided a path to a more secure and less burdensome document technology platform.
Fleet Details
Canon Solutions America is looking for the opportunity to help the County of DuPage achieve a manageable device capacity to utilization ratio. Based on the Attachment B DuPage Copier Listing, the fleet has moved to a 68% utilization ratio from a historical level in 2012 of approximately 95%.
Presently the County of DuPage is paying a sizable premium for resourse that are not being utilized.At the onset we will conduct a thought assessment and propose an organizational right sizing of the multifunctional devices with the intent to reduce the population by 15% creating a cost reduction for the County.
We will continue to achieve these levels by actively participating in reviews and recommendation conducted on a quarterly basis. We have confidence that we can achieve at least a 90% utilization rate on a refresh agreement with us. Over the past four years using the existing County of DuPage agreement we have maintain these rates for other participating agencies.
Objectives
This RFP is intended to achieve the following objectives:
Provide a comprehensive publicly solicited and awarded Master Agreement offering a full range of multifunction devise equipment, supplies, software, and service solutions with a variety of pricing structures (i.e., cost per copy, copy allowance per copier per month with rebate options for unused copy allowance, leasing, purchasing, etc.) nationally to Participating Public Agencies;
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Scope of Products and Services Offered
At a minimum the County of DuPage is requiring that the provider to be able to provide a full range of new product equipment, supplies, software and services to meet the demands of the County and all Public Agencies that opt to participate in the cooperative purchasing program through National IPA. Additionally as outlined in the Equipment section, we agree that the new equipment is defined as newly assembled equipment that is factory produced and has been assembled for the first time which contains new components that have been fully inspected, tested and fully meets product performance and reliability specifications. Equipment must be newly serialized, and the County must be the first user of the product and must have new equipment set of warranties.
Available products include, but are not limited to wide format devices, high production equipment, and equipment that enables faxing, printing and scanning. Services include, but are not limited to, consulting, analysis, planning, inventory control, legal, managed print solutions, data capturing solutions that microfilm and/or scan, filing or healthcare document services, managed print services, outsourcing, integration, network, and software solutions.
Canon Solutions America is the leader in the scale of document technology available today.
The County DuPage and all participating agencies will be offered Canon products and service for; multifunctional devices, single function devices (print, facsimiles, scanners), wide format (printers and MFDs), production printers, high production printers. Unlike many in the document industry today that have outsourced their product manufacturing, our offer is based on Canon manufactured products, parts and supplies. This achieve the requirement for product consistency and standardized end-user interfaces. Reducing the time required for the County’s employees to be trained.
Binding equipment, vending and coin peripherals not manufactured by Canon will be offered as well.
The offer provides for software solutions that include:
Color Management
Document Distribution
Document Management
Document Mastering / Make Ready
Document Performance Services
Enterprise Printing
Image Filing
Mobile Printing
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Office Productivity
Output Management
Security
Subscription Support Services
Tracking & Auditing
Variable Data
Vertical Market Application
Web-to-Print
Additionally the offer includes the following Services; Assessment Implementation Professional, Subscription, Managed Print, Enterprise Managed.
To the County of DuPage and nationally to Participating Public Agencies supplies proposed as part of the maintenance plan must be Original Equipment Manufacturer (OEM) supplies. Canon Solutions America is in full agreement with the county’s requirement. Non-OEM product, parts and supplies have a profound effect on the long term productivity and creates additional expense to remediate failures. With a high amount of counterfeiting in Non OEM products, parts and supplies, it leads public entities to have to justify the value of their use. Additionally, agency lose their ability to have visibility to international standard of manufacturing like ISO14000 and RoHS. As a leader in manufacturing, Canon has a very aggressive stance on Counterfeiting.
Contained in the Minimal Requirements, the Copiers must be from the same manufacturer and operate in a manner similar to each another. This requirement provides a benefit to reduction the amount of training for the end users and the confidence of the value of the brand. Canon is proud of its world class research, development and manufacturing. Within the requirements, Canon is one of the few manufacturers to not use outsourced manufacturing. This means that there is complete uniformity in design and supply chain consistency.
The County is requesting that all leasing and service costs, including replenishment costs, being netted out to a cost per copy (B&W, color) for the County page count in aggregate.
Provided in the Pricing Section
Provide a complete solution that includes all hardware, software, implementation services, customer support, maintenance, documentation, reporting abilities, training, de-installation.
Canon Solutions America will meet these requirements
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Final hard drive erase, hard drive destruction and removal of equipment at the end of the lease period or end of life within 10 days or agreed upon by agency and contractor; Customer is solely responsible for: (i) Customer compliance with applicable law and legal requirements pertaining to data privacy, storage, security, retention and protection; and (ii) all decisions related to erasing or overwriting Data.
For the proposed Canon multifunctional devices the County of DuPage should, (a) enable the Hard Disk Drive (HDD) data erase functionality that is a standard feature on certain Equipment and/or (b) prior to return or other disposition of the Equipment, utilize the HDD (or comparable) formatting function (which may be referred to as “Initialized All Data/Settings” function) if found on the Equipment to perform a one pass overwrite of Data.
For additional security, if the county has higher security requirements, County may purchase from Canon Solutions America at an appropriate option for the Equipment, which may include an HDD Data Encryption Kit option which disguises information before it is written to the hard drive using encryption algorithms, a HDD Data Erase Kit that can perform up to a 3-pass overwrite of Data (for Equipment not containing data erase functionality as a standard feature).
If the County should want to properly destroy the hard drive a replacement hard drive will be added to the price of the equipment.
Establish a channel partnership to offer this Master Agreement as the supplier’s primary offer to Participating Public Agencies nationally;
Canon Solutions America is a proven channel partner with the awarded cooperative agreements for the last 10 years two agreements marketed through National IPA with the County of DuPage as the lead agency. As of March 1, 2018, Canon Solutions America has an agreement with Region 4 ESC for Managed Print Services. Our expertise and dedication have helped thousands of public agencies streamline the procurement process using cooperative programs to save time and money for their beneficiaries. Over the past 10 years Canon Solutions America has had a great partnership with National IPA, including sharing of best practice, providing support for agencies summits and alignment on the value of best value with in cooperative solicitations. Achieve cost savings for suppliers and Participating Public Agencies through a single Master Agreement, eliminating the need for duplication of process; We acknowledge the benefits for both Canon Solutions America and the Participating Public Agencies of the a single Master Agreement,
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Aggregate volume of agencies nationally to achieve best value and increase market share for awarded supplier(s).
With the addition of the national scope, the County of DuPage has been given addition cost reductions and the Participating Agencies receive the value at the same aggregated pricing. The County expects the awarded supplier to provide similar pricing to contracts they may have for similar products and services with similar terms and conditions. In the RFP response, describe the company’s pricing commitment to the County of DuPage and the national program. Describe how the proposed pricing compares to current contracts you have with other governmental cooperatives.
Presently, Canon Solutions America does not have a pricing agreement that is for similar products and services with similar terms and conditions.
Minimum Qualifications
Offerors will be deemed non-responsible and rejected without any further evaluation if they do not meet the following mandatory qualifications:
Have a national presence in the industry with the ability to provide product and services in all 50 states.
Canon Solutions America has a national presence and can deliver products and services directly or through Canon U.S.A. Authorized Dealers.
If the responding company is not a direct manufacturer, its proposal must detail how the non- direct manufacturer will provide all of the same capabilities, services, pricing and benefits of a direct manufacturer for the products and services offered in accordance with the requirements of the RFP.
Non-applicable
Have a distribution model capable of delivering equipment, supplies, software (minimum Window 7 environment or higher) and services nationwide.
Canon Solutions America has a national presence and can deliver products and services directly or through Canon U.S.A. Authorized Dealers.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Be able to meet the minimum requirement of the cooperative purchasing program detailed herein. Canon Solutions America has exceeded the minimum requirement of the cooperative purchasing program over the past ten years through our past agreements with National IPA. Be able to provide a full range of new product equipment, supplies, software and services to meet the demands of the County and all Public Agencies that opt to participate in the cooperative purchasing program through National IPA.
Canon Solutions America is strategically positioned to support the County of DuPage, IL, as the Principal Procurement Agency, has partnered with the National Intergovernmental Purchasing Alliance Company (“National IPA”) to make the resultant from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through National IPA’s cooperative purchasing program.
Scope of Work
The successful offeror shall be required to:
a. furnish all tools, equipment, supplies, supervision, transportation, and other accessories (including surge suppressors), services, and facilities necessary to complete the work; b. furnish all materials, supplies, and equipment specified and required to be incorporated in and form a permanent part of the completed work;
c. provide and perform all necessary labor;
d. provide all equipment operation training as specified, and e. perform and complete the work in accordance with good technical practice, with due diligence, and in accordance with the requirements, stipulations, provisions, and conditions of this RFP and the resultant agreement in the most timely, effective, efficient, and economical method possible while maintaining a high level of customer service and satisfaction.
Canon Solutions America acknowledges and agrees.
Purpose
The County intends to replace the current copier equipment with new copier equipment. It is the County's intent to standardize its copier equipment fleet with one manufacturer including all equipment obtained by one offeror. The County reserves the right to award to multiple suppliers under the national program.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
The above-mentioned quantities are estimates only for the County of DuPage. The County’s current copier inventory with the categories and specifications are outlined in Attachment B “DuPage County Copier Listing”. Final quantities and exact placements will be determined after an offeror is awarded.
The County may request pricing from the awarded Contractor that would include equipment and service for all networked print devices, such as laser printers, at the time of the original contract or annually through the term of the contract. Annually, the County may review with the awarded Contractor opportunities to optimize equipment and possibly move or swap equipment to load balance equipment usage.
Canon Solutions America acknowledges and agrees.
Equipment
All equipment proposed, purchased, or leased, must be new and currently in production. New equipment has not been leased or used as a test/trial unit. New equipment is defined as newly assembled equipment that is factory produced and has been assembled for the first time which contains new components that have been fully inspected, tested and fully meets product performance and reliability specifications. Equipment must be newly serialized, and the County must be the first user of the product and must have new equipment set of warranties.
Canon Solutions America agrees that the new equipment is defined as newly assembled equipment that is factory produced and has been assembled for the first time which contains new components that have been fully inspected, tested and fully meets product performance and reliability specifications. Equipment must be newly serialized, and the County must be the first user of the product and must have new equipment set of warranties.
The offeror may provide remanufactured or reconditioned equipment only at the request of the County. If the product is purchased it must be eligible for a minimum ninety-day warranty. If the copier is leased and then it is discovered it is not needed, the copier can be returned within 30 days without charge for pickup or initial installation.
Canon Solutions America acknowledges and agrees.
It is understood that DuPage County will benefit from any equipment revisions, software updates, new drivers, additions, technical improvements, or necessary modifications in the units offered during the term of this contract at no additional cost.
When provided by the manufacturer or software developer at no additional cost Canon Solutions America will provide to the County of DuPage and All Participating Agencies.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Respondent shall warrant that all equipment, materials, and workmanship furnished, whether by Vendor or its authorized dealers, complies with product specifications, drawings, and other descriptions, supplied, or adopted, and will fit into existing space and suitable for the intended purpose.
Excluding any warranties of merchantability or fit for purpose.
Each multi-functional copier shall have the manufacturer’s serial number permanently and legibly stamped or affixed on a major component in a readily accessible location. In addition, each multi- functional copier shall be permanently and legibly marked in a conspicuous location with the manufacturer’s name or trademark and model number of copier. Should it be requested, vendor shall coordinate with IT labeling of copiers with DuPage reference numbers.
Canon Solutions America acknowledges and agrees.
As part of your response, include printer pricing and services. Currently, the County does not have a need for stand- alone network printers; however, there may be a need in the future.
Canon Solutions America has provided information and pricing for Canon standalone printers and Canon OEM supplies as part of this offer.
Minimum Specifications
Majority of copiers be of similar design and accept interchangeable sub-components (i.e.
Finishers,
Stackers Paper Supply Modules, etc.)
Remote management portal
Scan to network and email
Ability on apply Bates stamps to copier (view Attachment B) for current models with Bates stamps
Offer a variety of pages per minute speeds
Provide front-end scanning solutions
Provide fax capabilities including:
o fax to distribution lists
o email fax confirmation to user
o fax to computer
o forward received fax to email
Fixed platens
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Ability to use recycled paper.
Copiers shall be equipped to handle 8-1/2 X 5-1/2" through 8-1/2 X 14". Detail models that can provide throughput with 11 X 17" (monochrome) and 12 X 18 (color) capabilities Reduction and enlargement features allowing for reduction and enlargement of original documents
All copiers shall have manual and selectable automatic exposure settings, zoom, and reduce options with a minimum of 64% reduction and a minimum of 200% enlargement Automated document feeder
Bypass tray for purpose of printing on specialized stock Image shift capabilities
Optional PIN code for secure access for users.
Copiers must be from the same manufacturer and operate in a manner similar to each another. Console models or desktop models to be equipped with cabinets Copiers shall have a total copy count meter, which is clearly visible to DuPage County personnel.
Common paper sizes (5 ½ x 8 1/2, 8 ½ x 11, 8 ½ x 14 and 11 x 17) shall count and bill as a single copy.
Canon Solutions America acknowledges and agrees.
Additionally, the County of DuPage and the Participating Agencies will benefit for Canon’s advance technology. As a leader in digital imaging solutions, we celebrate the receipt of multiple industry accolades awarded to the Company by Keypoint Intelligence – Buyers Lab. Most notably, Canon is the recipient of the 2018 Copier MFP Line of the Year for the third consecutive year. “The models in Canon’s copier MFP line are running three years strong as trailblazers in their respective segments. Each of the 14 current models BLI tested1 tout easily replaceable components, extraordinarily comprehensive usability, and an astonishing overall misfeed rate of just 1 every 426,000 impressions2, making them some of the most productive and reliable machines to pass through our labs to date,” says George Mikolay, associate director of copiers/production for Keypoint Intelligence – Buyers Lab. “The surplus of workflow-expediting, cost-cutting solutions that each device supports are icing on the cake, and the machines can produce high-quality printed and copied output that businesses of all types will be ecstatic about.”
Canon additionally received recognition for BLI Winter 2017 “Pick” awards for the following solutions:
imageFORMULA DR-M260: Outstanding Workgroup Scanner
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Color imageCLASS MF630 Series (MF632Cdw/MF634Cdw): Outstanding Personal Color Multifunction Printer
Color imageCLASS MF730 Series (MF731Cdw/MF733Cdw/MF735Cdw): Outstanding Color Multifunction Printer for Small Workgroups
“Canon is honored to once again receive recognition for its Copier MFP line,” says Toyotsugu Kuwamura, executive vice president and general manager, Business Imaging Solutions Group, Canon U.S.A., Inc. “It is with great pride that we continue to develop solutions that embody next-generation technological capabilities to help our clients more seamlessly conduct business and streamline workflow operations.”
Once a year, BLI honors Line of the Year awards to those vendors whose product lines it determines to be the best overall in their category based on the collective test results of all models tested in BLI’s comprehensive two-month laboratory evaluation. Selections for Pick awards are made by BLI’s staff of technicians and editors subject a number of devices from every major original equipment manufacturer to BLI’s comprehensive lab tests in the last six months.
Advance support and security
All models in the third generation imageRUNNER ADVANCE
family utilize a common source code for firmware development.
This Unified Firmware Platform allows for version upgrades, including additional functionality, to existing models in the same generation. Unified Firmware Platform allows for an increased value proposition of the device over time with continuous feature improvements, as well as consistency across models in the same generation.
Special Needs
Please identify your firm’s ability to provide one multi-function production level laser printer similar or equivalent to Canon iR105 (now discontinued), 105 pages/minute; 8.5x11 that can address the following specification:
Printer/scanner/copier
Black & White
Maximum finished size is A3 (11x17)
Print speed (similar to iR105, 105 pages/minute; 8.5x11) Quick warm-up time
Paper feed (2,100 sheets)
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Paper output (500 sheets)
Paper weight (20# & 24# Text, 90# & 110# Index, 80# Cover, Laser Labels, and Carbonless)
OS support; Windows, Adobe
Languages (for legacy system output)
PCL 5e or even better PCL5c neither PCL XL, nor PCL 6 Enhanced are acceptable PJL (printer job language)
Postscript 3
NOTE: These requirements will cover our use of Host Integration Server, JES Queue for Printers, and Network Print Facility and Intra/Internet - web status and configure would be useful.
Canon Solutions America will be recommending the Canon imageRUNNER ADVANCE 8505 II Series configured in a similar manner.
Equipment Categories/Proposed Equipment
The County has established categories to cover its requirements. An Excel work-book with County of DuPage requirements as well as national program requirements is contained in Attachment D Price Worksheet. The categories shown relate to the equipment currently being provided. These categories have been established in a manner that allows overlap between the categories and thereby, provides some flexibility to the County in the final determination of copier selection.
Offerors will review the Attachment B and C for the current copier options.
Canon Solutions America acknowledges and agrees.
Discontinued Equipment
It will be the responsibility of the Vendor to notify the County when a copier is discontinued by the manufacturer and becomes unavailable. The Chief Procurement Officer must approve the replacement model being offered by the Vendor. Such approval is contingent upon compliance with the following conditions:
The replacement request must be in writing to the Chief Procurement Officer. The replacement copier is of equal or greater technology and offers the same or more features than the discontinued model
The replacement copier has the same cost-per-copy price as the discontinued model.
Canon Solutions America acknowledges and agrees.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Consolidation of Models
The Offeror may elect to consolidate copier models at any level for its own convenience or volume discounts, etc.
For example; if a copier geared to Segment 2 requires different supplies than a Segment 3 copier the offeror may choose to provide one model for both categories provided the copier meets all of the requirements of the higher category model
Canon Solutions America acknowledges and agrees.
Published Specifications
Proposer must submit their published specifications for the proposed equipment and must also identify where specifications can be found (Buyers Laboratory Inc. (BLI) web site or supplier website).
Items that are unable to be verified may disqualify the Respondent’s submission for the unverifiable segment
Product Requirement
Canon
(a)
Single Function Printers
(SFP) X
Multifunctional Devices
(MFD) X
Facsimiles X
Scanners X
Wide format X
Production X
High Production X
(a) Canon or Oce are noted as the Original Manufacture for all products in the category Source Buyers Laboratory
4/24/2018
Canon Solutions America acknowledges and agrees.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Replacement Equipment
The Vendor shall provide replacement copiers at no additional cost to the County if any copier must be removed from its installation location for repairs. The Vendor shall permanently replace any copy copier, which is mutually deemed ineffective or faulty.
Notwithstanding any provision of this Contract and specifically for units not placed at the County, Canon Solutions America warrants the Canon Brand equipment it supplies will be free from defects in material and workmanship for ninety (90) days from the date of delivery. In addition, after such ninety (90) day period, Canon Solutions America will maintain such equipment in good operating order per manufacturer's specifications provided subject to normal use. Within five (5) years for purchase or the term of the lease, of original installation of any newly installed Canon brand equipment covered by this Contract, Canon Solutions America will at Customer's written request, replace such equipment with a like unit if Customer meets the following three conditions:
1. The equipment is continuously and exclusively serviced by Canon Solutions America from and including the date of original installation;
2. Customer fulfills all terms of this Contract;
3. Before requesting a replacement unit, Customer gives Canon Solutions America the opportunity to cure any service problems which Customer may have with the equipment. In the event that an item of equipment is inoperable for a period in excess of sixteen (16) consecutive business hours, Canon Solutions America will supply a loaner unit until the machine is restored to good working order.
Parts, Staples, Toner, Distribution, and Supplies
Maintenance and service shall consist of all parts (including drums, rollers, circuit boards, etc.) necessary to service and repair copiers. Vendor to provide all supplies necessary to operate the copiers (including but not limited to toner, developer, fuser oil, staples, etc.) with the exception of paper.
Supplies proposed as part of the maintenance plan must be Original Equipment Manufacturer (OEM) supplies.
Supply expectations:
Toner, staples, parts, and supplies must be OEM, no off brand accepted Offeror retains ownership of consumables inventory
Downtime due to lack of consumables is not acceptable County does not desire to have excess inventory at any location Proactive devise monitoring and “just in time” delivery of consumable supplies Vendor responsible for disposal and recycling of all service parts Email alerts to selected end-users when toner supply is low Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Vendor provided supplies shall be delivered in sufficient quantities to operate all equipment for a minimum of thirty (30) days. The Vendor shall stock parts on County premises to assure 98% equipment "up-time". The County may assess cash penalties against the Vendor for failure to meet promised “up-time” commitments.
At a minimum, vendor shall provide a toll-free number where toners and related supplies can be ordered. When the product is shipped, the packing slip will list the name of the person placing the supply order. If possible, the serial number of the copier for which the supply is for will also be listed.
The County shall provide a secure location for supply storage on County premises.
Canon Solutions America will commit to a fleet average uptime of 95% over the 4 fixed quarterly intervals per year, for devices within Canon Solutions America’s Servicing Territory. (Excludes devices with rated speeds of 105ppm or greater).
The County of DuPage and nationally to Participating Public Agencies. Supplies proposed as part of the maintenance plan must be Original Equipment Manufacturer (OEM) supplies. Canon Solutions America is in full agreement with the counties requirement. Non-OEM product, parts and supplies have a profound effect on the long term productivity and creates additional expense to remediate failures. With a high amount of counterfeiting in Non OEM products, parts and supplies, it leads public entities to have to justify the value of their use. Additionally, agency lose their ability to have visibility to international standard of manufacturing like ISO14000 and RoHS. As a leader in manufacturing, Canon has a very aggressive stance on Counterfeiting.
Copier Relocation
During the course of this contract, it may be necessary for various reasons to relocate installed copiers.
After initial installation, any copier may be relocated two (2) times per contract period at no additional charge. Copier relocation will be done by the Vendor unless the Vendor determines the relocation would not require trained personnel.
After initial installation, Canon Solutions America agrees to allow any MFD copier between 20 ppm and 105 ppm to be relocated two (2) times per contract period at no additional charge and with an aggregate fleet relocation total not to exceed the number of units installed per member under this contract.
Copier Right Sizing
The County may request pricing from the awarded Contractor that would include equipment and service for all networked print devices, such as laser printers, at the time of the original contract or Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
annually through the term of the contract. Annually, the County may review with the awarded Contractor opportunities to optimize equipment and possibly move or swap equipment to load balance equipment usage. The copier needs of the County may change over the 4-year lease period.
The County would like to have flexibility to return up to 5% of the fleet during the lease period without incurring return charges or lease buyouts.
Canon Solutions America will allow the County to Upgrade or Downgrade 5% of the cumulative installed population of machines over the term of the contract. This provision excludes imageRUNNER machines with rated speeds of 110 pages per minute or greater, or imagePRESS products.
Support
The successful offeror will be required to name a Support Manager. The Support Manager will be the person who will be empowered to be the general contact and make decisions to ensure that the contract implementation and day-to-day operation is as stated herein. This person will serve as the point of contact for the vendor and conduct the following activities:
A. Meet with the County point of contact on a quarterly basis to review reports and copier placements.
B. Keep the point of contact abreast of current events in the industry.
C. Accept and follow through with all Change Orders and related paperwork.
D. Review and coordinate the resolution of invoice disputes Canon Solutions America acknowledges and agrees.
Uptime and Penalty
In a work stoppage situation wither the unit must be prepared within two working days or penalty of 1/30th of the monthly lease base will be assessed for each day it is inoperable or a loaner not provided.
Canon Solutions America’s experience has shown that the benchmark for a loaner to be issued has been 16 consecutive business hours. The reason for this time frame is that in the majority of cases we have been able to remedy the problem with the inoperable machine. In the event that an item of equipment is inoperable for a period in excess of sixteen (16) consecutive business hours, Canon Solutions America will deliver a loaner unit, upon customer's written request, until the item is restored to good working order. The loaner remedy excludes machines with rated speeds of 110 pages per minute or greater, imagePRESS, Wide Format and CLC color machines.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Networking Support
Offeror’s shall provide software support staff that shall coordinate with authorized user personnel in charge of the computer network to ensure proper integration of products within the customer’s office environment as well as answer questions and concerns of the equipment installed.
Respondents are to provide a telephone number for IT related service support for a minimum of 90 days after installation. Network installation support and after installation network support is part of this contract. Equipment shall comply with all County network security requirements and shall provide network security kits as an available option or standard component.
Canon Solutions America acknowledges and agrees.
Driver Support
Offerors shall outline in their response the types of drivers that will support the copiers, the number of different drivers recommended for use in the DuPage copier fleet, the anticipated frequency of driver updates, how drivers will be added and/or deleted and overall driver support provided to DuPage IT.
Canon Solutions America acknowledges and agrees.
Within the assessment process Canon Solutions America will provide the County of DuPage and all participating agencies recommendations on streamline the amount of drivers and the frequency of updates. With the offer portfolio are applications that can provide significate reduction in IT resources for managing an active fleet of Canon multifunctional and single function printers.
Dedicated On-Site Service Technician
The successful Offeror shall provide the County a dedicated, on site, full-time (Monday through Friday, 8:00 a.m. to 4:30 p.m.) service technician or technicians as may be required at peak activity periods, trained, and qualified by the equipment manufacturer on the equipment installed.
The County shall provide the service technician internet and County e-mail access, in addition to adequate work and storage space. Response times for copiers located on the County complex are expected to be within two business hours of request. If it appears that response cannot be met within two business hours, additional technicians should be sent to the County. Due to security factors, secured locations and other factors the County reserves the right to request that the vendor not "rotate" several service technicians in and out of the County should the onsite technician become unavailable. If the dedicated technician is not busy with County service requests, the awarded Vendor may schedule additional calls for the technician in the immediate area of the County complex. Once Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
a County service request is made, the technician must then respond within the previously defined timeframe. If the County service request is made after hours, the service technician would need to respond to the County at 8:00 A.M. the next morning. At County’s discretion, the service technician may be requested to take manual meter reads.
Included in Addendum #5 is the County of DuPage’ removal of this requirement. Canon Solutions America during the assessment of the County of DuPage or other participating agencies with multifunctional device fleets in excess of 200 units will review the requirement for a Dedicated On- Site Technician and make recommendation specifically tailored to the agency.
Security
Overwrite/Encryption: All proposed equipment containing a hard drive must have as available options, HDD Overwrite and/or HDD Encryption capabilities. Data overwrite standards must meet US Department of Defense (DoD) standards for data overwrite.
Controls shall identify the ability to comply with all applicable policies, to ensure the protection of data, such as but not limited to:
1. Ability to password protect the device with a complex password
2. Connection filtering with access restrictions
3. Ability to have separate connections for fax and network communication
4. Confidential print jobs, including incoming fax holding with authentication
5. Security logs
6. Hard disk encryption
7. Electronic shredding and or hard disk sanitation - manual, automatic or scheduled
8. Encrypt remote administration traffic
9. Ability to apply port access controls
10. Ability to disable USB ports
Optional:
1. Ability to scan badges for printing and tracking
Multi- Function Devices that processes or stores data shall have the ability to comply with internal policies such as those related to computer operating systems, configuration management and patch management. For example, if a device has an underlying MS Windows™ based operating system, the device must comply with Windows™ policies
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Goals and Objective of End-Point Security
Data in transit or at rest may contain information about the organization that should be kept confidential. The goal of confidentiality is to prevent the unauthorized disclosure of information accidently or intentionally. In addition to keeping data confidential, it must be kept accurate; integrity assures that data is not altered, either accidentally or with malicious intent. Confidentiality and integrity must be achieved while still making data accessible to legitimate users. Controls should be in place to prevent attackers from denying legitimate users access to data and resources.
Product
Architecture and Operating System
A corporate network will never be secure if the individual systems on the network are not protected against attack before they are deployed, and more importantly, maintained at that same level of security throughout their lifecycles.
Print controllers should have a system architecture that by designed is not open sourced or designed for common use.
Hard Drive Data Protection
The imageRUNNER device has the ability to process image data for printing, scanning, faxing, and copying, which creates efficiency in your workflows. It is important to understand how data stored on the imageRUNNER device is securely protected.
Most multifunction products store image data on internal hard disk drives, similar to those found on a personal computer. That data may include scanned images, incoming faxes, spooled print jobs stored temporarily, or files saved in local Mail Boxes for long-term archival and future print-on-demand needs. In addition, similar to that on a PC, the file data remains accessible until that disk sector is overwritten. To safeguard against these common vulnerabilities of hard drive-based storage, Canon has integrated standard security features with its hard disk drive storage capability, thereby significantly reducing the potential threat of data misuse. The ability for thieves to recover usable information from an imageRUNNER device hard drive is made extremely difficult based upon Canon’s standard
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
security features, and it is even more challenging when Canon’s optional Security Kit is installed and configured properly.
All data, both temporary and permanent, sent to an imageRUNNER device is written in random, non- contiguous locations on the hard disk drive. Data stored on the hard disk drive of imageRUNNER devices is compressed using proprietary formats integral to the operating system, and may only be decoded on the device for increased security.
The hard disk drive data directory information for imageRUNNER devices is stored on a separate system board, making file reconstruction infeasible in the event of hard disk drive removal. imageRUNNER HDD Security Options
Canon offers optional HDD Security features to further enhance the protection of hard disk drive content. The center of Canon’s data protection initiative are Canon Security Kit software and hardware offerings that contain utilities to either encrypt all user data prior to storage on the hard disk and/or initiate the overwriting of the hard disk to completely erase previously stored data. When activated, the Security Kit delivers peace of mind for those in charge of managing sensitive information and serves to meet internal company policies of data protection.
Common Criteria Certification
The innovative security chip at the heart of Canon’s optional HDD Data Encryption Kit and the Security Kit B Series for imageRUNNER devices have received a Common Criteria Certification of Evaluation Assurance Level 3 (EAL3).
A product awarded Common Criteria Certification (CCC) means it has passed a rigorous government- sponsored inspection process for the safety and security of data entered, stored, displayed, or transmitted by networked devices. Also known as ISO 15408, Common Criteria Certification is a requirement for all hardware and software devices used by government agencies handling national security data. Although not mandatory in the private sector, systems that achieve CCC standards engender a higher level of confidence among IT professionals.
Hard Disk Drive Data Encryption Feature
(256-Bit AES Encryption)
Encryption on the hard drive is achieved by using a multistep process to mitigate any risk of unauthorized disclosure. First, the imageRUNNER device uses\ mathematical algorithms to scramble bits of data. The data is then encrypted using 256-Bit AES encryption, making the intelligible reconstruction of files infeasible in the event the disk is removed. A secret key is created in the imageRUNNER device, which is stored in a separate system board. This secret key is used to encrypt all image data before writing to the HDD, providing protection for both temporary and permanent Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
data such as documents stored in Mail Boxes. Finally, the data is stored in noncontiguous locations on the imageRUNNER device’s hard drive.
Hard Disk Drive Data Erase Feature
On most systems that contain a hard drive, once a file is deleted or removed from Hard Disk memory, it is still accessible until it is overwritten. An attacker with the right tools may be able to reconstruct files that have been deleted or have passed through a temporary storage area on the system. For an MFP device, the risk is the same.
Each document that is copied, scanned, printed, or faxed creates some amount of data in temporary storage. With Canon’s Hard Disk Drive Erase feature, the data created for each copy, print, scan, and fax job is overwritten and erased immediately after the job is completed; therefore, no trace of the information remains on the hard disk.
Choose one of three erasure methods depending on the sensitivity of your documents and applications: overwrite once with null data, overwrite once with random data, and overwrite with random data three times for maximum security protection.
Overwriting prevents information from being retrieved by data, disk, or file recovery utilities.
Overwriting is resistant to keystroke recovery attempts executed from standard input devices and from data hacker tools. The overwriting process includes not only the logical storage location of a file, but also includes all addressable locations.
The security goal of overwriting is to replace written data with random data Canon Fax Boards Have Firewall Protection
Since the advent of MFPs, there has been a misconception about the possibility of network penetration via the public switched telephone network (PSTN) used for voice and fax transmission.
Canon imageRUNNER devices may be equipped with a G3 fax board. To help prevent network penetration via the public switched telephone network, the imageCHIP system architecture’s firewall physically and logically separates the fax modem from network functions residing on the main controller board. The G3 fax board implementation connected to the public switched telephone network responds only to CCITT.T30 commands and does not support network communication protocols, preventing hackers from initiating a malicious network attack via the fax port on a Canon imageRUNNER device. Only G3 Fax protocol data can be exchanged; otherwise, the circuit is disconnected with a fax error code.
The imageRUNNER device’s Fax Board does not come with a binary transfer function and, therefore, it is not possible to receive data files other than fax image files. In the very unlikely event that the fax Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
board did receive a data file that “pretended” to be a fax image data file, the call would be disconnected and result in a fax error code.
Fax Destination Confirmation
To help prevent faxed documents from being inadvertently sent to the wrong destination, imageRUNNER devices offer a Confirm Entered Fax Number feature for additional protection.
When enabled on the device by an administrator, users will be prompted to re-enter the recipient’s fax number prior to sending in order to confirm that it matches the original one specified. If the fax numbers do not match, the user will be prompted to enter the original number again and re-confirm.
Fax Forwarding
This function allows select imageRUNNER devices equipped with a fax board to forward inbound fax transmissions to specific recipients or destinations. This is done by setting predetermined conditions or storing faxes in a secure Memory Reception Inbox for later printing rather than permitting incoming messages to pile up in an open output tray.
Memory Lock
Documents received by select imageRUNNER devices equipped with a fax board may store incoming fax documents into a memory reception box until the recipient is available to print and accept them.
This user-selectable feature allows a department or company to maintain document hardcopy security over their received documents until they are ready to physically retrieve them.
This is good for high-traffic areas where users cannot immediately pickup incoming faxes.
Access
User Authentication
Every user should establish his or her identity before accessing any resource. Authentication is the method used to verify that the user is who he or she claims to be. The most common authentication mechanisms include passwords, smartcards, and two-factor authentication, such as a combination of a password and card access.
Access Control
Every user’s identity is associated with a role and privileges. These decide what the user can access and what actions the user can perform on a given resource. Access controls help protect resources from unauthorized access, modification, and deletion. Role-based access controls (RBAC) are the most common implementation of access controls.
Encryption
The confidentiality and integrity of data must be protected while it is in storage and during network transmission.
Protection of data during transmission is commonly achieved through the use of encryption, including Secure Socket Layer (SSL), IPSEC, and algorithms such as TDEA (3DES), AES and RSA.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Logging/Auditing
Audit trails help system owners and auditors confirm that the implemented security mechanisms, such as authentication and access controls, network systems, and application logs are implemented to serve this purpose.
Access Management System
Canon offers two robust tools to limit access to each of the functions and features on imageRUNNER devices at the user and group-level, such as Copy, Send, Fax, Print, Mail Box and Scan. Within each device function, access to individual features or tabs can also be further restricted as a part of the Access Management System. When Single Sign-On has been enabled on a device, users will need to be successfully authenticated at the local device or domain-level before they are permitted access to the functions and features that their role allows.
Access to the following functions and features can be restricted:
Print*
Copy
Send (including the Fax function)
Mail Box (including Job Hold function)
Web Utilities
Utilities
MEAP Applications
Administrators can use the entry-level Access Management System option to define and assign roles on individual imageRUNNER devices. At the enterprise-level*, the imageWARE Access Management System Plug-in for Canon’s imageWARE Enterprise Management Console device management software provides centralized administration of multiple imageRUNNER devices.
Password Protection for Mail Boxes
Most imageRUNNER devices offer hard disk drives with a portion of capacity reserved for digital document storage in Mail Boxes. With the ability to store thousands of pages and files for archival, print-on-demand, or collaborative projects, Canon imageRUNNER devices serve as local document libraries as well as output devices. Documents created throughout the day can then be printed and collected in a single trip to the device to maintain privacy and efficiency. Documents intended for specific recipients remain under control with password protection.
Administrators retain control of storage limitations to guard against access to files stored in unlocked Mail Boxes.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Documents are stored on the internal hard disk drive until deleted, though administrators can also limit storage time of documents stored in Mail Boxes.
Network
Network Access Control
In addition to authentication and user-based access controls, the imageRUNNER device also provides a number of features that deliver protection against network threats. Standard within imageRUNNER devices, administrators can block specific systems and IP/MAC addresses from connecting to the device, as well as access to service ports, applications and connectivity options.
IP Address Filter
The IP Address Filter on the imageRUNNER device performs a function common to many firewalls.
Authorized IT personnel can permit or reject incoming packets from specific IP addresses or range of IP addresses. This allows you to restrict access to the imageRUNNER device for specific users or groups of users based on where they are on the network. Additionally, the imageRUNNER device also allows administrators to apply IP address filters for outbound connections as well. For example, for certain functions such as Remote Copy and Universal Send, administrators can block or restrict end-users from sending files to specific IP addresses. This can help minimize the risk of data falling into the wrong hands by being sent out of the company or to untrusted systems Media Access Control (MAC)
Address Filter
MAC address filtering is useful for smaller networks where administrators can manage controls for specific systems, regardless of the subnet to which they happen to be connected. For environments using Dynamic Host Configuration Protocol (DHCP) for IP address assignments, MAC address filtering can avoid issues that are caused when DHCP leases expire and a new IP address is issued to a system. As with IP address filters, MAC address filters can be used to allow or deny access to specific addresses. Up to 100 MAC addresses can be registered and easily added, edited, or deleted through the Remote UI interface. MAC address filters take a higher priority than the IP address filters; so necessary systems can be allowed or denied; even if the system’s IP address would dictate otherwise.
Application/Port Access Control
Canon understands that organizations have varied needs and security standards for remote user access and remote administration, and that every open port and enabled service provides another potential path of attack on the system. The imageRUNNER device has been set up to support only the necessary protocols used for transferring data, which are restricted using a network application.
Unauthorized access from the outside is blocked through IP-address-based connection and PC- specific MAC address restrictions. Network protocols, such as IPP, FTP, SNTP, SNMP, RAW, LPD, Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
and others, can also be switched on or off at the administrator’s discretion. Disabling unneeded services, protocols, and ports assists in securing the network by reducing potential intrusion points.
USB Block
USB Block allows the System Administrator to help protect the imageRUNNER device against unauthorized access. This function may be set to permit or prevent the use of USB Device/Host Interface. System Administrators can use this function when connecting the device to a computer via a USB cable or when connecting a USB device to the imageRUNNER system. When the “Use USB Device” and “Use USB Host” modes are set to “off,” USB connections between the imageRUNNER device and a computer as well as the imageRUNNER device and a USB device are prohibited, helping to prevent unauthorized access.
Secure Socket Layer (SSL) Encryption
Many organizations are quite diligent about protecting data as it is transferred between PCs and servers or from one PC to another. However, when it comes to transmitting that same data to and from the MFP device, it is almost always sent in clear text. As a result, it may be possible to capture all the data as it is sent to the printer via the network. Canon helps mitigate this dilemma by providing Secure Socket Layer (SSL) encryption support for some transmissions to and from the imageRUNNER device, such as scan-to-email, Internet-fax (i-fax), Remote UI, Web Access and DIDF.As a communications hub, imageRUNNER devices are capable of connecting your business with high- speed information distribution capabilities through Canon’s Universal Send technology. By leveraging the power of your existing data network infrastructure, you can scan and send TIFF, PDF, and JPEG files to any network destination–email addresses, network servers, file folders, and Internet fax numbers. Even though scanned data is just passing through your MFP, data streams can be intercepted as they travel to their intended destinations. Canon imageRUNNER devices utilize SSL technology to encrypt the content of emails and i-faxes when sending to authorized destinations. SSL for scan and send provides transport layer security to ensure documents scanned on an imageRUNNER device are safely transmitted to the recipient.
Device Information Delivery Function (DIDF)
Device Information Delivery Function (DIDF) allows the administrator to easily manage and maintain imageRUNNER devices over a network and ensures that these devices are configured in accordance with the company’s security policy. The administrator sets an imageRUNNER device as a reference machine and the management data can be distributed and registered automatically to up to 100 other specified imageRUNNER devices on the network. Data that can be managed includes the Address Book, Forwarding Settings, Favorites Keys, Department ID, and settings entered in [Additional Functions].
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Document Security
Canon imageRUNNER devices are equipped with a host of features and functions to help minimize accidental disclosure of data to casual observers. From basic facedown output to secure printing, Canon protects your information with the following security technologies.
PDF Encryption
In addition to SSL encryption for sending scanned documents, the imageRUNNER device also uses Adobe® standards to allow users to scan and send documents as encrypted PDF files. This is performed directly at an imageRUNNER device equipped with Universal Send, without the need for additional software. PDF Encryption provides an additional layer of security beyond SSL, and helps to ensure that documents are still secured once they reach their destination. By requiring a password to open the document or to print, change, or extract data, PDF Encryption gives businesses increased control over documents, even after they leave your hands. For even greater protection, the password itself can be encrypted to further restrict unauthorized users from viewing documents. Users may select either 40-bit or 128-bit encryption.
Encrypted Secured Print/Secured Print
Encrypted Secured Print and Secured Print are essentially delayed, authenticated print features that hold a print job in queue on the imageRUNNER until the user enters a specified password authenticated at the device to release the job. This ensures that the user is in close proximity when the document is printed. The imageRUNNER device requires the user to set a password in the print driver window when sending a print job from a connected PC. With Encrypted Secured Print, the data transmitted across the network is encrypted and automatically deleted once printing has been completed.
Watermark/Secure Watermark
Watermarks allow users to embed owner information in documents, which can be retrieved in either its printed or digital form. Secure Watermarks allow users to embed hidden text that becomes visible when the document is copied, deterring the making of unauthorized copies. Watermarks and Secure Watermarks work by inconspicuously embedding coded information in the document, much like the ones used in bank notes.
Address Book Protection
A number of security measures have been implemented within imageRUNNER devices to help protect the information stored in the Address Book and provide control over the destination types that can be used.
Address Book Password Administrators can enable the password-protection feature on the imageRUNNER device to control access to the data stored in the Address Book. Once enabled, users Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
must enter the correct password on the device to add, change or delete entries. This helps ensure that only authorized recipients receive documents. Address Book Destination Restriction Users can be restricted from adding new addresses by specified destination type such as fax, emails, i-fax and file when sending documents through Color Universal Send. Each restricted destination type will be grayed out and unavailable for selection on the Send interface of the device. When enabled, users may only select addresses registered in the address book.
imageWARE Secure Audit Manager
To help protect confidential data, reduce the impact of information loss and assist in meeting strict government guidelines, Canon’s proprietary imageWARE Secure Audit Manager software provides tracking and accountability of documents sent to and from Canon imageRUNNER and imageRUNNER LBP devices. Ideal for government, legal, finance and educational organizations, imageWARE Secure Audit Manager is the first product that provides hardcopy document distribution transparency for all print, scan, fax, copy and send jobs. In an effort to deter information leakage, crucial data such as the user ID, time/date, send/receive and an indexed record of what was sent can easily be searched and retrieved.
imageWARE Secure Audit Manager captures all job log information, along with its image and text data, and stores it in a central repository to create a complete and detailed audit trail. Once captured, information can be retrieved using one of three search features: image search provides the ability to locate documents based upon images contained within the document itself, full text search finds matches from patterns of words, and attribute search enables the identification of matches based on device name, job log ID, IP address and more. To aid in proactive leak detection, administrators can enable Keyword Notifications to send alerts via email when designated phrases are detected in copy, fax, scan, print, and send jobs.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Installation and Implementation
The County desires that the successful Vendor will install the copiers within twenty (20) calendar working days or upon request after award of contract with required training in place during the same period of time. The implementation plan (included in the evaluation criteria) needs to include a detailed methodology on coordinating installation of new equipment while removing the existing equipment with minimal disruption to business continuity.
Canon Solutions America, Inc. has provided an overview in Tab 4 Resources, Approach and Methodology Section 17. We will not be responsible for removal or disposal of the current equipment.
End-User and Key Operator training
The Offeror will provide, at their expense, all training required for the operation of any equipment at any site at any time. All locations have a large number of users; the Offeror may use a “Key Operator” concept and specifically train one or more individuals in depth. If a “Key Operator” or other trained personnel should leave a location, the replacement must also be trained in a timely manner.
Additional onsite training will be available without charge when requested by the County.
Training [multifunctional copiers only]
CSA will provide Key Operator and User training on Canon brand products via eLearning as our standard offer. For Customers that require on-premises Key Operator Training, CSA may an operator training program for the key operators and operations demonstration for users to be scheduled at mutually agreed times shortly after the initial installation and as needed thereafter. Key Operators shall be trained in the removal of simple misfeeds, the addition of supplies and toner, and the cleaning disciplines required of the specific machine. They will also be instructed in the routine necessary to acquire service, phone numbers to call and people to reach. This information shall also be clearly posted on each unit. Training for use of software included with equipment shall be provided shortly after installation, and additional training and support for future enhancements may be required.
Product trainers shall be certified by the manufacturer on the equipment and software supplied through the agreement.
Training [All other products]
CSA will provide Key Operator and User training via eLearning or as mutually agreed upon by the Customer and CSA (which may be at an additional charge).
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Reporting Requirements
The Offeror shall maintain an inventory record that identifies all equipment delivered, removed, and replaced under this contract. The inventory record will be provided to the County on a yearly basis or as requested. The report shall include: (1) make and model, location, serial number and all options of the installed equipment, (2) record of performed maintenance and repair, (3) monthly volume of copies produced, by copier, (4) total billing for all copier services provided during this period, and (5) average monthly usage by copier for the contract period.
Vendor shall indicate online reporting capabilities assessable under this agreement.
Invoicing
Invoicing will occur on a monthly basis. Invoices will be made available online and be downloadable.
Invoices will contain all or a mix of the following:
County Identification number
Purchase Order Number
Department Reference
Invoice number
Invoice date
Serial #
Model #
Invoice Due date
Lease Time Period (beginning and ending dates) covered by invoice Copier location (address, building number, floor number and room number) Beginning meter number and ending meter number, total copies made during billing period Monthly copy allowance
Copy overages
Lease costs
Remittance address
Vendor contact information for resolving invoicing issues Vendor will generate individual department invoices and consolidated statements and will collaborate with the County on a unified electronic billing format Copiers appearing on department invoices will be determined by the DuPage Finance department. Invoices will be made available for downloading or can be pushed to end users via email.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Vendors will be able to receive payment via ACH (Automated Clearing House), Procurement Card (P-Card) and checks.
Vendor will structure invoice allowing it to be downloaded to Info Lawson EFP, allowing invoice amounts to be charge to various departments.
Canon Solutions America, Inc, acknowledges and agrees.
Additionally for Participating Agencies with can generally accomidate most request, generally following the guidelines below:
Equipment Billing
If you elect to utilize the retail option, equipment billing will be provided by Canon U.S.A.'s wholly owned leasing company, Canon Financial Services, Inc. (CFS). CFS generates and mails monthly invoices with 19-days lead-time. Payments are due on the 1st, 10th, or 20th of the month, depending on the date of contract commencement and contract type. We offer invoices based on individual contracts or all contracts together, detailing them on one invoice.
Maintenance Billing
We strive to provide billing statements that are rich in information yet easy to understand. We can accommodate most types of billing requests, including but not limited to: summary or detailed billing, mid-month and non-standard billing dates, and custom formatting. Our invoices are prepared in MS Excel, which can easily be imported into SAP and/or PeopleSoft. We will work with you to ensure that the invoice format is compatible with your accounts payable process. All invoice payments are due within 30 days of receipt. CFS can also accommodate maintenance billing if required.
Customizations
When leasing through CFS you will have online access to extensive information/reporting capabilities.
Invoicing information is available via an MS Excel - friendly file creator. This format allows you to manipulate columns online to offer sorted invoicing information: General invoice/address information, itemized charge detail, equipment schedule, and copy/aggregate usage detail. Individual invoice processing is available with the following features:
i Print invoice: allows you to view or print one invoice at a time i Sort/Print Invoice: allows you to choose a combination of sort options i Download Invoice: allows you to export file to ASCII or spreadsheet formats i Electronically Pay Invoice: apply online to make a recurring monthly transfer or a one-time transfer electronically
For general leasing questions, you may also contact the CFS Contract Portfolio Management group at
1.800.220.0330 or [email protected]. You can reach them between the hours of 8:30 am and 8:30 pm EST.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Additional comments
The County of DuPage Solicitation #18-020-LG (the “Solicitation”).
Respondent, Canon Solutions America, Inc. (CSA”) Response Overview.
1. Reference to the Agreement in Customer Purchase Orders “Notwithstanding any provision of this purchase order to the contrary, the use of this purchase order shall be for the Customer's administrative convenience only, and any terms and conditions in this purchase order which conflict with, vary from, or supplement the terms contained in [resulting NIPA Contract] between Canon Solutions America, Inc. and [DuPage County], shall be deemed null and void.”
2. Referenced Sections of the Solicitation
General Statement: Canon Solutions America has read, understands and agrees to the sections of the Solicitation in their entirety, except as noted in in our response, including the Exceptions to Request for Proposal Language, , and understands that the sections referenced below will be incorporated into the agreement resulting from this Solicitation:
- Section 1 - Project Information
- Section 2 - Instructions to Offerors
(CSA requires the right of assignment to, or leasing from, Canon Financial Services (“CFS”), a wholly owned subsidiary of CSA’s parent, Canon U.S.A., and CSA’s affiliate, to handle finance and billing on CSA’s behalf)
- Section 3 – General Conditions
- Section 4 – Special Conditions
(CSA requires the right of assignment to, or leasing from, Canon Financial Services (“CFS”), a wholly owned subsidiary of CSA’s parent, Canon U.S.A., and CSA’s affiliate, to handle finance and billing on CSA’s behalf)
- Section 5 – Insurance Requirements
(CSA will endeavor to notify The County of DuPage of any changes within thirty (30) days of receiving such notice from CSA’s insurers.
- Section 6 – Scope of Work and Specifications
3. Ancillary Form Agreements
From time to time, the attached agreements are used in conjunction with this agreement for administrative purposes and to provide additional contract terms. Additional agreements for Managed Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
Print Services and Enterprise Managed Services are specific to the Customer and will be provided and agreed upon prior the engagement.
Please see
Exhibit x. Enterprise Solutions and Services (ESS)
.
Exhibit y. Large Format Solutions (LFS)
Exhibit z. Production Print Solutions (PPS)
4. Summary of Responsive Terms
a. Venue
By submitting this response, for The County of DuPage only, CSA has agreed that the venue for all disputes, arising out of the solicitation process, including but not limited to judicial review of any protest decision, will be exclusively in the circuit court for the Eighteenth Judicial Circuit in DuPage, Illinois and that Illinois law will control. For all other Customers purchasing or leasing cooperatively off the agreement, disputes that may result between the Customer and CSA are to be resolved in accord with the law and venue rules of the State of purchase. b. Fiscal Funding Out Clause
When Municipalities are allowed by their state or local laws to cancel an equipment lease obligation if the Municipality's legislative body or funding authority elects not to appropriate funding for a new fiscal year the leases and services agreements resulting for the agreement may be terminated due to the lack of fiscal funding, provided the Customer can: 1) Provide proof that funding was requested; 2) Provide proof funding was denied; and 3) agrees that no similar lease or services will be provided by another vendor for a period of one (1) year.
c. End of term Options
Except in the case of a lease schedule containing a $1.00 purchase option, each schedule shall automatically renew on a month to month basis at the same payment amount and frequency unless Customer, at least sixty (60) days before the end of the scheduled term or any renewal term, either; (i) Exercises the purchase option in accordance with the terms hereof, or; (ii) Sends to CFS written notice that Customer does not want to renew the Schedule and at the end of such term returns the respective Equipment as provided below. CFS may cancel the automatic renewal term by, at least sixty (60) days before the end of any term, sending Customer written notice that CFS does not want the respective Schedule to renew. Unless a Schedule automatically renews or Customer purchases the Equipment as provided in the agreement, Customer shall, at the termination of the respective schedule, return the Equipment in good operating condition as set forth in the Return and Restocking Policy.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
d. Return and Restocking Policy
Customer shall at the termination of the respective lease or rental schedule, return the equipment at its sole cost and expense in good operating condition, ordinary wear and tear resulting from proper use excepted, to a location specified by CFS. If, for any reason, Customer shall fail to return any equipment subject to a lease or a rental schedule to CFS, as provided in the agreement, by the last day of the applicable term, Customer shall pay to CFS upon demand, one billing period's payment (as specified in the applicable lease schedule), for each billing period, or portion thereof that such delivery is delayed.
If Customer wishes to return supplies, you can call the toll free number located on your Canon equipment to reach a Customer Service Representative who will facilitate the return process. We will pick up over shipped or defective supplies at no cost to Customer. Additionally, when Customer upgrades equipment, we will pick up any leftover toner, at no cost to Customer. We will assess other restocking fees on a case-by-case basis based on factors including, but not limited to, reason, type, and locations. Our supply department pre-approves all billable pickups before we issue a Return Merchandise Authorization (RMA).
e. Delivery Commitment
All lease and purchase charges quoted are inclusive of delivery and installation of all Canon brand equipment. CSA will deliver all equipment hardware within twenty (20) business days from receipt of appropriately signed and executed order document, barring any circumstances outside of our control, such as national backorder. CSA makes every reasonable attempt to meet Customer’s requested delivery dates/times. However, because CSA may be subject, from time to time, to manufacturer production or shipping delays (or both), CSA may allocate distribution among all of our customers.
Unfortunately, at times, this limits the delivery of requested quantities. Lead times for some products and services, including third-party software solutions and CSA’s Managed Print Services offering, are determined by a mutually approved statement of work and formal project plan developed during the discovery phase of the project.
f. Products not offered on the National IPA website (Open Market) CSA intent is to offer the majority of our Canon and alliance products, software and services within the published pricing list. There will always be items that are not listed on the National IPA website.
These items will be known as “open market items.” These Open Market items can include but are not be limited to; products, software, services subscription services, trade-ins, etc. Open Market items are subject to best available discounting that would be given to governmental customer following our national cooperative discount process. Managed Print Services and Enterprise Managed Services are considered Open Market and are specific to the agency and will be provided and agreed upon prior the engagement. Equipment included in agreements for Managed Print Services and Enterprise Managed Services will be priced as contained in this agreement.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
g. Substitution Models
From time to time CSA will provide replacement or substation models prior to the updating of the pricing pages for the agreement. The County of DuPage or participating agency may refer in its purchase orders or other ordering documentation the new model and the corresponding legacy model price.
h. Replacement of Canon Branded Equipment
CSA warrants the Canon Brand equipment it supplies will be free from defects in material and workmanship for ninety (90) days from the date of delivery. In addition, after such ninety (90) day period, CSA will maintain such equipment in good operating order per manufacturer's specifications provided subject to normal use.
Within five (5) years for purchase or the term of the lease, of original installation of any newly installed Canon brand equipment covered by the agreement, CSA will at Customer's written request, replace such equipment with a like unit if Customer meets the following three conditions:
(1) The equipment is continuously and exclusively serviced by CSA from and including the date of original installation;
(2) Customer fulfills all terms of the agreement;
(3) Before requesting a replacement unit, Customer gives CSA the opportunity to cure any service problems which Customer may have with the equipment.
In the event that an item of equipment is inoperable for a period in excess of sixteen (16) consecutive business hours, CSA will supply a loaner unit until the machine is restored to good working order. i. Technical On-site Response Time
Response time for fleets with Dedicated On-Site Technicians (including The County of DuPage): CSA will commit to a fleet average response of two (2) hours, over four fixed quarterly intervals per year.
Response time shall be calculated from the time the Customer call is placed with CSA’s dispatch department, until the time the technician arrives at the individual location. Response times are calculated between 8:30am and 5:00pm, Monday through Friday, excluding CSA’s recognized holidays. For the individual location which has multiple machines and active service calls, the technician's arrival shall stop the response time calculation for all open service calls at that location.
This program does not include single function devices (printers, facsimile and scanners), imagePRESS, production, and wide format models.
j. Response Time for Participating Public Agencies
CSA will commit to a fleet average response of four (4) hours, over four fixed quarterly intervals per year. Response time shall be calculated from the time the customer call is placed with CSA’s Dispatch department, until the time the Technician arrives at the individual location. Response times are calculated between 8:30am and 5:00pm, Monday through Friday, excluding CSA’s recognized holidays. For the individual location which has multiple machines and active service calls, the Technician's arrival shall stop the response time calculation for all open service calls at that location.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
This program does not include single function devices (printers, facsimile and scanners), imagePRESS, production, and wide format models.
k. Training [multifunctional copiers only]
CSA will provide Key Operator and User training on Canon brand products via eLearning as our standard offer. For Customers that require on-premises Key Operator Training, CSA may an operator training program for the key operators and operations demonstration for users to be scheduled at mutually agreed times shortly after the initial installation and as needed thereafter. Key Operators shall be trained in the removal of simple misfeeds, the addition of supplies and toner, and the cleaning disciplines required of the specific machine. They will also be instructed in the routine necessary to acquire service, phone numbers to call and people to reach. This information shall also be clearly posted on each unit. Training for use of software included with equipment shall be provided shortly after installation, and additional training and support for future enhancements may be required.
Product trainers shall be certified by the manufacturer on the equipment and software supplied through the agreement.
l. Training [All other products]
CSA will provide Key Operator and User training via eLearning or as mutually agreed upon by the Customer and CSA (which may be at an additional charge).
4. Exhibit vii. Disadvantaged Business Enterprise
When a participating Purchasing Agency wishes to engage a Certified Disadvantaged Business Enterprise to perform functions, services, or support covered within the County of DuPage Agreement and with CSA’s approval; a billing and discount arrangement will be agreed upon with the Certified Disadvantaged Business Enterprise. The Participating Purchasing Agency will receive the same level of pricing and services as outlined in the DuPage Agreement.
If a Participating Purchasing Agency requires the performance of functions, services or support not covered within the County of DuPage Agreements, the Participating Purchasing Agency and Certified Disadvantaged Business Enterprise will negotiate the requirements, terms, conditions and compensation.
5. Exhibit viii. Sponsorship Fee
As part of CSA’s commitment to providing excellent support for the County of DuPage and the National IPA agreement, we are requesting the inclusion of the process listed below, so that we can better support certain Participating Purchasing Agencies.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
From time to time Participating Purchasing Agencies will organize a separate buying group under a lead or parent organization (the "Sponsor") for the purposes of consolidating buying agreements, locally, regionally or nationally. These Sponsors will perform, for their buying groups, various functions, services or support. To compensate Sponsors for their functions, services and support, Sponsors may request or require a fee (fixed amount or percentage of sales) in respect of procurements made by Participating Purchasing Agencies in their separate buying groups, and they may desire that the fee be collected and remitted by the vendors, rather than being paid directly by the Participating Purchasing Agencies to the Sponsors.
Accordingly, as supplier under County of DuPage Agreement is permitted, if a Sponsor requests or requires a fee in respect of procurements made by Participating Purchasing Agencies, which are members of the Sponsor's separate buying group, to increase the pricing otherwise payable by such Participating Public Agencies under County of DuPage Agreement by the amount of such fee (without itemizing as a separate line item); provided, however, that all such fees shall be remitted by CSA to the Sponsor.
Response to Section 6 – Scope of Work and Specifications Canon Solutions America, Inc.
A Canon U.S.A. Company
County of DuPage Exceptions / Standard Review of Bid
Terms and Conditions
Corporate Profile
Canon Solutions America, Inc.
A Canon U.S.A. Company
Corporate Profile
Canon Solutions America, Inc. is a Canon U.S.A., Inc. Company providing integrated systems technology that comprises one of the strongest solutions portfolios in the document management industry. Our unique and successful heritage is built upon an ability to offer benchmark levels of service and support.
Canon Solutions America, Inc. is a wholly-owned sales subsidiary of Canon U.S.A. Inc. operating within the United States and part of the region called Canon Americas. With over 150 offices in most major metropolitan areas throughout the U.S., Canon Solutions America, Inc. continues to grow, providing sales, service and support of Canon’s document management technology. Canon Solutions America, Inc. continues to expand into cities where companies may benefit from working directly with a Canon U.S.A., Inc. sales subsidiary.
Combining the strengths
of the former Canon
Business Solutions, Inc.
and Océ North America,
Inc., Canon Solutions
America provides industry
leading enterprise services,
advanced production print
technology and large
format solutions
supported by experienced
professional service
offerings. Canon Solutions
America helps companies
of all sizes to improve their
business by increasing efficiency, controlling costs and becoming more environmentally conscious.
Canon is a $36.1 billion company that pursues global diversification with regional operations in the Americas, Europe and Asia. In our global structure, each region handles comprehensive sales and marketing duties. Throughout the group there are 197,673 employees and 367 research, manufacturing, and sales subsidiaries.
The high priority Canon places on its Global R&D effort is evident in its devotion of more than 8.9% of annual revenues in 2016. Canon’s efforts in this area include a more regional focus in order to develop technologies that meet the specific demands encountered in the Americas, Europe, and Asia.
Based upon the number of registered US patents filed by Canon, you can easily conclude that we have
Corporate Profile
Canon Solutions America, Inc.
A Canon U.S.A. Company
spent our Research & Development dollars effectively . In 2016, Canon Inc. ranked third overall in patents registered in the U.S. with a total of 3,665 patents.
Canon Solutions America, Inc. offers many unique benefits. We offer a full range of technologies, as well as implementation and help desk support. In addition, national customers enjoy consistent best- in-class support for all their locations nationwide. A staff of product and software application experts is directly accessible to assist our customers with the continual task of streamlining workflow processes through innovative technology.
Given all of the areas of support employed by Canon Solutions America, Inc., it’s easy to see why we position ourselves as a total document management solutions provider. Our diversified portfolio of solutions touches upon every point of the document cycle within a company’s workflow.
There are many reasons why Canon Solutions America, Inc. is a premier choice for you to consider for your imaging systems/document management needs. Here are a few:
We are a single source solutions provider.Our hardware, software, and third-party enablers combine for one of the most diverse portfolios in the industry. We are a Canon U.S.A., Inc. Company.The relationship we have with our parent company is a strong and valued one. We are committed to providing outstanding quality and value that lives up to the Canon name.
Canon office equipment is the #1 brand in the industry. Being #1 is not reason enough to partner with any company. It does however provide assurance that the technology is widely accepted and utilized in the ever-changing world of business. Staying ahead of the technological curve requires a commitment to excellence that never ceases … from research and development to manufacturing and marketing.
Our ability to draw upon the support of Canon U.S.A., Inc. and the technology they represent, yet still have the flexibility to create local programs which meet the specific needs of the markets we support, is a one/two combination rarely found in business. We will continue to develop ways in which to improve our capabilities and ultimately provide you with outstanding customer service. To that end o We will listen to understand your requirements.
o We will provide the necessary solutions to meet those requirements. o From a financial perspective, we will provide benchmark value. o We will offer outstanding service and support to ensure your ongoing satisfaction.
Brief History
Canon Solutions America, Inc.
A Canon U.S.A. Company
Brief History
1970-1980
What would become Canon Business Solutions began as four independently operating organizations marketing the Canon brand of office and production equipment in New York, Philadelphia, Chicago and Los Angeles.
1980-1999
Canon continued to set new industry standards for black-and-white, color and fax technology. By the end of the 1990s, all four independent sales companies had been purchased by Canon U.S.A. and comprised the foundation of the Canon subsidiary sales and service network. 2000-2010
Under the direction of Canon U.S.A., the four foundational offices changed their marketing to come under the banner Canon Business Solutions as a means to differentiate and showcase their offerings in the Canon family. Coinciding with the name change was a national expansion to many of the top metropolitan regions within the United States.
In 2003, the New York and Philadelphia subsidiary companies merged to combine their strengths and grow throughout the East Coast, while the Chicago office would serve as the foundation for the new Central region and Los Angeles the same for the new Western region.
By 2008, the three regions officially merged to form Canon Business Solutions, Inc., a wholly-owned subsidiary of Canon U.S.A., Inc. The combined strength and shared vision of the Canon Business Solutions company would better position Canon to meet the growing demands of customers locally, regionally and nationally with a streamlined organization of enhanced systems and processes to benefit all customers.
Canon Business Solutions opened more than 50 offices across the U.S., dedicated to the business customer and designed around a mindset of superior sales and service solutions.
Brief History
Canon Solutions America, Inc.
A Canon U.S.A. Company
2011-Present
In 2010, a Canon U.S.A. subsidiary acquired
assets of North Carolina-based Tereck Office
Solutions, Inc. as a means to continue to grow
Canon Business Solutions offerings specifically
in North and South Carolina and the
surrounding areas. The subsidiary, Canon
Business Solutions-Tereck, merged into Canon
Business Solutions in 2011.
In 2008, assets of San Francisco-based Newcal
Industries were acquired by a Canon U.S.A.
subsidiary to grow the Western footprint of
Canon Business Solutions, continuing Canon’s vision to be the leading document and imaging sales and services organization in the United States. The subsidiary, Canon Business Solutions-Newcal was merged into Canon Business Solutions in 2012.
On January 1, 2013, Canon U.S.A. merged Océ North America into Canon Business Solutions to form one of the largest document and imaging business-to-business sales and service organizations in the world. The merged organization has been renamed Canon Solutions America, Inc.
Market Coverage and Distribution
To find a local branch near you please use this link
http://l.csa.canon.com/
Commitment to the Government and Educational Sectors
Canon Solutions America, Inc.
A Canon U.S.A. Company
Commitment to the Government and Educational Sectors
Over the past 10 year Canon Solutions America, Inc. has had an extremely good relationship the NIGP. We have
been supportive of the association and board. Beyond
attending the annual Forum we have provided subject
matter experts and speaker for the local chapters. Over the past four years we have witnessed the transformation of the association through the restructuring of the governance board NIGP 2.0. This transformation has increased participation by the members and member value.
We will remain a proud supporter of the NIGP.
The education from NIGP and the interaction with the nation’s top public procurement professionals has help us understand the true value of a strong piggybackable agreement, vetted by a top lead agency and managed by a national cooperative. Understanding the covenants that the CPPB or CPPO need to keep for their constituents provides guidance that assist our engagements with public entities.
Our sales representatives are equipped with the knowledge of cooperatives and the impact on cost reduction and the speed to implementation by leveraging a well-constructed agreement.
Connecting Suppliers with the Public Procurement
Community - NIGP’s Business Council comprised of
representatives from each company participating in the
Institute’s Enterprise Sponsor Program. Enterprise
Sponsors are leaders in their respective industries and have demonstrated a shared commitment to NIGP’s
values of: Accountability, Ethics, Impartiality,
Professionalism, Service, and Transparency. We have been an established and active member and participant since 2008, and are considered subject matter experts regarding NIGP’s Business Council and their activities. The mission of the Business Council is to… Serve the NIGP membership and procurement profession through the sharing of resources and expertise in support of NIGP’s educational, research and advocacy mission. In essence, the Business Council connects the supplier’s perspective with the public procurement community and is dedicated to improving the buyer/supplier relationship. For the past two years Paul Murphy, VP Major Accounts and Vertical Markets provide guidance as the Chair.
Commitment to the Government and Educational Sectors
Canon Solutions America, Inc.
A Canon U.S.A. Company
Commitment to the Government and Educational Sectors
Canon Solutions America, Inc. has invested in research and established realtionships with the leading associations within the Educational Market. Print still plays a critical role in education fron the youth entering organized education to the graduates of the most presient higher eduction institutions.
To gain a better understanding of the market sectors needs we have worked with may associations, some listed below:
National Cooperative Capabilities
Canon Solutions America, Inc.
A Canon U.S.A. Company
National Cooperative Capabilities
Canon Solutions America, Inc. has developed the DuPage Agreement provided to the National IPA Participating Agencies as a premier agreement in the National IPA portfolio. As a Top Tier Supplier of National IPA, we have earned the respect of the organization and the top preforming agencies that see cooperative purchasing as a viable asset in the procurement tool box.
The past agreement
with the County of
DuPage has had a
broad appeal to
agencies with
organization acquiring
products from
multifunctional device
fleets, standalone
scanners and
facsimiles, production
centers complete with book finishing and web submission software, large format printers along with managed print services. Prior to the new agreement’s start date, we will add High-end Production Print. This is a very specific product with defined applications and once available through a cooperative will provide those agencies with a streamline approach to acquisition.
The vast majority of the Canon Solutions America, Inc. sales organization has been trained, are competent in discussing the value of cooperative purchasing and have been successful in helping the Participating Agencies s acquire products and services through. Our administrative Group including the individual s that work directly with the agencies have become experts at combining terms for the County of DuPage Contract CP-002-13 with the agencies standard and specific terms.
Presently over 5,000 National IPA Participating agencies have used the County of DuPage Contract CP-002-13 to acquire over $100 million of Products.
Green Initiatives
Canon Solutions America, Inc.
A Canon U.S.A. Company
Green Initiatives
In the spirit of our corporate philosophy of kyosei – all people, regardless of race, religion or culture, harmoniously living and working together into the future – Canon takes an approach to business that is socially responsible and economically logical. Canon seeks to be a truly excellent global corporation.
For our customers, we offer the best products possible. Simultaneously, we strive to improve our relationships with local communities and to increase our respect for the environment as we contribute to the prosperity of the world and the happiness of its people.
Our company's commitment and contribution to the environment and to the world community are an integral part of Canon's management structure, product design, manufacturing, and corporate culture. This commitment has inspired many special corporate programs at both the global and regional level.
Toner Cartridge Recycling
Canon explores methods to minimize the environmental burden of its products throughout their life- cycle and promote research and development, which contribute to environmental assurance. In 1990, Canon became the first company to collect and recycle used copier toner cartridges. With the cooperation of our customers, Canon has collected more than 378,000 tons around the world.
The goal of the Toner Cartridge Recycling Program is to achieve zero landfill waste by reusing parts, recycling materials and employing energy recovery. Because these cartridges have components that Canon Group Environmental Charter
Corporate Philosophy: Kyosei
Achieve corporate growth and development while contributing to the prosperity of the world and the happiness of humankind
Environmental Assurance Philosophy
Pursue maximization of resource efficiency and contribute to the creation of a society that practices sustainable development
Fundamental Policies for Environmental Assurance
Seek to harmonize environmental, economic and social interests in all business activities, products and services; offer products with lower environmental burden through innovative improvements in resource efficiency; and eliminate anti-social activities that threaten the health and safety of mankind and the environment.
Green Initiatives
Canon Solutions America, Inc.
A Canon U.S.A. Company
can be re-used, the environmental benefits positively offset the negative effects of shipping to our recycling facility and then on to our manufacturing sites. Returned cartridges are sorted and put through the recycling and energy recovery process, producing plastics, metals and reconditioned parts that can be used in the manufacture of new cartridges and other products.
The Canon Cartridge Return program is easily accessible on the website at https://ereturn.usa.canon.com/. Here, using the machine’s serial number, customers can print a UPS label for the return of cartridges or request a multiple-cartridge return box and it will be mailed. More information about the Canon Cartridge Return program can be found on the website.
Toner Container Recycling
To contribute to the goal of zero landfill waste, Canon is introducing a collection and recycling program for Canon plastic toner containers. Unlike Canon’s all-in-one cartridges, these toner containers are made mainly of plastic material making local recycling and local energy recovery possible. Canon toner particles and plastic toner containers contain no hazardous materials and are therefore acceptable at local recycling and local energy recovery facilities. When local recycling is utilized environmental impacts associated with the transportation of containers are reduced.
To support local recycling and energy recovery, Canon has engraved a plastic resin code on each container. Canon toner particles and plastic toner containers are safe for local recycling and local energy recovery facilities.
In the case that Canon plastic toner containers cannot be recycled locally or sent to a local energy recovery facility, Canon asks that customers ship them to: Canon Toner Container Collection Center, 5980 Industrial Drive, Gloucester, VA 23061 at their own expense. Once received by our facility, Canon assumes the responsibility and cost for recycling to keep Canon toner containers from going into landfills. For more information, please visit
http://www.usa.canon.com/cusa/about_canon/community_environment/environmental_commit ment/environmentally_conscious_programs/toner_container_collection_program.
Energy Star Partnership
To help you save energy and money, while making a difference for the environment, Canon has partnered voluntarily with the EPA for more than 20 years to design products that meet the high standards of its ENERGY STAR® Program. This program promotes the development and introduction of energy-efficient products to combat climate change and other environmental issues. ENERGY STAR® certified products help businesses save both money and energy while also doing their part to help reduce our nation’s greenhouse gas emissions that contribute to climate change.
Green Initiatives
Canon Solutions America, Inc.
A Canon U.S.A. Company
As an ENERGY STAR ® partner, Canon has more than 200 certified products that incorporate advanced energy-efficient technologies, without compromising features or performance, such as energy saver mode, automatic duplex settings, and low sleep mode power consumption. ENERGY STAR® certified imaging equipment, printers, scanners, and all-in-one devices reduce the amount of fossil fuels burned to produce electricity, and causes fewer greenhouse gas emissions that harm the environment and contribute to global climate change.
Canon’s efforts, together with your own environmental and sustainability initiatives, can help leave a greener footprint on the earth for future generations. To learn more about Canon's ENERGY STAR certified products, please visit ENERGYSTAR.gov.
Awards/Recognition
Canon has received multiple ENERGY STAR Awards for protecting the environment through manufacturing energy-efficient products. Canon U.S.A., Inc. is a proud recipient of the United States Environmental Protection Agency’s 2017 ENERGY STAR® Partner of the Year – Product Brand Owner Award. Canon has been recognized for the second consecutive year for its outstanding contribution to the reduction of greenhouse gas emissions by manufacturing energy-efficient products and educating consumers about energy efficiency. ENERGY STAR certified products help businesses save both money and energy while also doing their part to help reduce our nation’s greenhouse gas emissions that contribute to climate change.
Canon has placed 26 outof 50
on Interbrand’s 2014 Best
Global Green Brands and
consistently places among
Newsweek’s Green Rankings.
Canon has many significant achievements
in the environmental and sustainability
arena, including earning 2014 LEED Gold
Certification of their Canon Americas
headquarters in Melville, NY.
Canon U.S.A. named EPA
2016 & 2017 ENERGY
STAR Partner of the Year
— Product Brand Owner
Award.
Canon U.S.A. receive d a 2015 SmartWay
Excellence Award from the U.S. Environmental
Protection Agency (EPA) to honor the company’s
environmental leadership in greener goods
movement, and its commitment to a shared goal of
a healthier, more sustainable future.
Green Initiatives
Canon Solutions America, Inc.
A Canon U.S.A. Company
EPEAT
Canon offers products that are registered in accordance with EPEAT for Imaging Equipment.
EPEAT is a voluntary environmental rating program developed using a grant from the U.S. EPA and managed by the Green Electronics Council. This sustainability tool provides third-party verification of the environmental attributes of imaging equipment. EPEAT considers - among other things - absence of toxic substances, use of recycled and recyclable materials, design for recycling, product longevity, energy efficiency, corporate performance and packaging. With EPEAT, customers are able to easily identify and select environmentally preferable products. Products are rated bronze, silver or gold depending on the number of optional points claimed. To learn more about EPEAT and to find out which Canon products are registered, please visit usa.canon.com/epeat.
LEED® Certification
Canon U.S.A. is proud to have earned LEED ® certification for three buildings. The U.S. Green Building Council's LEED ® green building program is the preeminent program for the design, construction, maintenance and operations of high-performance green buildings including sustainable site development, water and energy efficiency, materials selection and indoor environmental quality.
LEED-certified properties include: the Canon Americas Headquarters, located in Melville, N.Y., Canon's Distribution Center in Norcross, GA., and most recently, the Canon Experience Center, located in Costa Mesa, CA. Our company’s commitment and contribution to the environment are an integral part of Canon’s management structure, product design, manufacturing and corporate culture.
To learn more about LEED® certification, please visit
https://www.usa.canon.com/internet/portal/us/home/about/environment-sustainability- initiatives/leed-certification
ISO 14001 Certification
Canon U.S.A. and more than 700 other Canon sites worldwide are certified to the ISO 14001 standard. The ISO 14001 standard is an internationally accepted specification for environmental management systems created by the International Organization for Standardization to help organizations minimize how their operations affect the environment and comply with related laws, regulations and requirements.
This internationally recognized standard provides organizations with a framework for developing effective Environmental Management Systems (EMS). With its EMS, Canon U.S.A. can analyze environmental aspects associated with the company's operating activities, products, and services, in order to establish objectives and targets that reduce their negative environmental impacts. Once developed, all Canon Americas sites with a certified EMS are audited by a third party to guarantee
Green Initiatives
Canon Solutions America, Inc.
A Canon U.S.A. Company
continual conformance to the standard. Canon’s EMS helps monitor and improve upon a number of areas that touch on the environment, such as energy efficiency, resource conservation, waste management, chemical control and toner cartridge recycling. As a result, the Environmental Management System is fully incorporated into business operations.
References
Canon Solutions America, Inc.
A Canon U.S.A. Company
References
Financial Information
Canon Solutions America, Inc.
A Canon U.S.A. Company
Financial Information
Canon Solutions America, Inc. (FEIN 13-2677004) offers our customers the financial backing of Canon, Inc., one of the world's most financially stable companies, with revenues of $36.1 Billion in 2017. Canon Solutions America, Inc. is not a publicly held company; therefore, all financial information provided is that of our ultimate parent company, Canon, Inc.
For a view of Canon’s financial results/annual reports, please use the following website links below:
Financial Results / Statements:
http://www.canon.com/ir/results/index.html
Annual Reports:
http://www.canon.com/ir/annual/index.html
Please find appended herein, Canon Solutions America’s Dun and Bradstreet Report.
Pricing
Canon Solutions America, Inc.
A Canon U.S.A. Company
Pricing
Security Capabilities
Canon Solutions America, Inc.
A Canon U.S.A. Company
Transformation Strategy
Transformation Strategy
Transforming government processes starts with laying the right foundation for your organization’s workflow. Many government agencies have embarked on transformation initiatives; however, there is still room for improvement to build a more stable transformation foundation.
There are critical foundation pieces to government agencies that must be kept a priority. The government top issue for CIO’s was siloed systems that don’t communicate according to the Center for Digital Government (CDG). This can lead to a disparity for security.
There are 3 pieces that make up the digital transformation Security
Sustainability
Streamlined Operations
Security
The CDG found that security was highest priority for state and local government in 2016, but found that “only 29% of government employees indicated they were only very confident in their print environment.”
Canon Solutions America, Inc. will be working with the County of DuPage to implement Role-Based Information Access, digitizing and protecting personally identifiable information and securing end user devices. This process will require documenting the standards that should be adhered to and acquiring the needed solutions to achieve the standards.
Sustainability
The CDG also found that only “27 percent of government agencies are working under a green environmental mandate. “ The biggest step is having staff print with responsibility. This typically includes a print management study. Efficiencies will flourish in an environment where employees can access and utilize the latest common documents with less need to print.
Cool DuPage for Government
Following DuPage County initiative that invites residents, businesses and government agencies to join the Cool DuPage effort to reduce energy consumption. By working together, we can help DuPage County reduce greenhouse gases through big and small changes.
Security Capabilities
Canon Solutions America, Inc.
A Canon U.S.A. Company
We will be providing insight and recommendations that will be in line with the Cool DuPage program.
This include more efficient products than present, better utilization on the newly installed fleet and reducing the amount of throughput by better managing the fleet and users. Additionally this will reduce the need for more expensive single function devices.
Streamlined Operations
Streamlining work flow requires the use of digitized process’s and eliminating manual ones. The CDG found that roughly 47 percent of government employees indicated that useful data was inaccessible because it was in a paper based workflow. Workflow management can greatly increase efficiencies, boost morale, and can most importantly operational costs.
Opportunities for the County of Du Page
Canon Solutions America, Inc. will help form a transformation working group, conduct a full assessment and landscape analysis. We will work with DuPage to develop a long term strategy that Secures, Sustains, and Streamlines the County.
Training Program
Canon Solutions America, Inc.
A Canon U.S.A. Company
Training Program
Training helps us meet one of our goals — to ensure that every time you choose a business solution from Canon Solutions America, Inc., your staff is able to use it as you envisioned. That is when we can begin to meet your needs. Through a nationwide network of certified training professionals, we deliver a full suite of web-based and hands-on training. It’s aimed at helping end users adapt to the new solution and get up to speed quickly. Our goal is to ensure that you reach maximum productivity and operational efficiency from day one.
On-Site Training
Canon Solutions America, Inc. can customize training to meet the needs of our customers. With every installation, our schedule coordinator arranges training for your key operators. We match our schedule to yours — traveling to your site when it is convenient for you and your team. We customize the training so that it focuses on your key applications and unique document management requirements.
We also tailor the training to the audience, understanding that at each user level there is a different set of learning expectations. Our staff of professional trainers will help you learn how to maximize your new technology so that you may perform your job more quickly and efficiently. Training will include hands-on activities, manuals, and videos. Instruction can be provided in a number of ways:
Individual training
Group training in a classroom setting
imageRUNNER ADVANCE eLearning
In today’s fast-paced world, time is of the essence. Convenience, flexibility, and simplicity are the key to value when it comes to any service, especially training on a new system. That’s where imageRUNNER ADVANCE eLearning comes in. Canon Solutions America, Inc.’s imageRUNNER ADVANCE eLearning program provides web-based training and is available exclusively through Canon Solutions America, Inc. The eLearning training will provide your employees with the convenience and flexibility of anytime, anywhere training available to them, 24x7. eLearning offers unlimited access for the duration of your equipment lease (or five years from installation of purchased devices), allowing employees to learn at their own pace and focus on the topics of most value to them.
Additionally, the benefits of eLearning include:
Training Program
Canon Solutions America, Inc.
A Canon U.S.A. Company
Simple course navigation
Quick application of device capabilities
On-site access from your location
Cost-effective training resource
Training opportunity for new employees
Course topics include:
Replacing consumables
Paper loading and registration
Control panel navigation
Copying, faxing, scanning, printing, and more
How does it work?
The County users learn by watching short animated videos with voiceover to guide them through each lesson, step-by-step. A Closed Caption feature can be used in quiet environments or to assist hearing- impaired associates. The course structure accommodates different learning styles; users can go through the course chapter-by-chapter or use the table of contents to quickly jump directly to topics that pertain to their job. Quick links are always available to provide access to the most frequently requested lessons.
Reporting Overview
Canon Solutions America, Inc.
A Canon U.S.A. Company
Reporting Overview
Canon Solutions America, Inc. takes a proactive approach to customer service. We prefer to anticipate your needs and to identify opportunities for process improvements. As part of this, we perform quarterly account reviews where we survey:
Number of devices in the account
Uptime
Response time
Volume of output
Billing issues
Upgrade and downgrade opportunities
We can provide customized reports to meet your company’s specific requirements. Other formats can be prepared based on your request. The following is a list of the types of reports we can provide.
Quarterly Management Report – This report will summarize all activity on a quarterly basis. It provides detailed information on the following topics:
Equipment volume
Equipment relocation
Volume trends
Monthly Machine Volume Report Trended 12 Months –This report provides a rolling 12-month copy volume history for each piece of equipment. This report tracks the actual volume versus the rated volume for any given machine and pinpoints any potential user concerns and equipment issues sorted by location.
Machine Uptime Report – This report details percentage “Uptime” for each piece of equipment.
Quarterly Service Call Report– This report describes the average response time for all Maintenance Requests within the reporting period.
Quarterly Usage Report – This report provides maintenance usage and toner requirement calculations sorted by location.
Excessive Visit Report – This report provides details on machines that require additional attention and therefore specific action schedules.
Reporting Overview
Canon Solutions America, Inc.
A Canon U.S.A. Company
myCSA - Customers may view and sort account information through myCSA, a web-based tool available to all Customers with an active Canon Solutions America, Inc. contract. myCSA allows the Customer to sort account information by serial number, model number, and requisition number.
Customers can then view active service calls and service call history and sort the data by the service call issue, such as paper jam and preventative maintenance.
Invoicing
Canon Solutions America, Inc.
A Canon U.S.A. Company
Invoicing
If the County elects to utilize the retail option, equipment billing will be provided by Canon Solutions America, Inc.’s sister company, Canon Financial Services, Inc.
Canon Financial Services, Inc. (CFS) mails one paper invoice on a monthly basis. CFS can invoice by individual contract or by customer, detailing all contracts per customer on one invoice. In addition, CFS can list Cost Center, PO number, and Special Reference Fields on your invoice. Each invoice offers two Special Reference fields that can be utilized to be meet your needs; there are fifteen characters in the first field and ten characters in the second field. The Customer website allows you to download your invoice in Excel format to detail your specific needs. Invoices are generated with a 19- day lead time and are due on the 1st, 10th, or 20th of the month, depending on date of contract commencement. Electronic invoicing is not currently available; however, CFS accepts check, ACH, and EDI for payments. CFS accepts Visa, MasterCard, and American Express.
Online Access
myCSA is an internet-based account management tool that provides administrative control over your fleet of Canon devices*. It fully integrates with our internal database system, providing you greater access to your account’s information. Upon enrollment, you can begin taking advantage of the many features of myCSA, such as identifying and validating devices, reviewing installations by location, submitting meter reads, viewing meter read history, placing service requests, checking service requests, ordering supplies, managing your organization's users, and retrieving important account information.
The County can also access further account information through Canon Financial Services Inc.’s Designated Accounts website. Here, you can securely view and print invoices, sort invoice information, download invoice information, elect to have electronic invoice payments, and quickly search through past invoice history.
* requires an active service contract with Canon Solutions America, Inc.
Service Organization Overview
Canon Solutions America, Inc.
A Canon U.S.A. Company
Service Organization Overview
As a sales and service subsidiary of Canon U.S.A., Inc., Canon Solutions America, Inc. is part of a larger support network and can provide extensive support to you. Our service and support division is the backbone of our company’s success. At Canon Solutions America, we take great pride in our comprehensive support structure which allows our customers to enjoy a blanket of technical service coverage that ensures their ongoing satisfaction.
To ensure customer satisfaction, we measure every area of service performance, based on key criteria for each service team. Our support personnel are held to the highest standards and held accountable for the service statistics for which they are measured. It is through these stringent performance standards and the commitment to our continuous improvement process that we confidently offer our Customer Satisfaction and Service Performance Guarantees and maintain the highest levels of customer satisfaction. Canon Solutions America has an entire division dedicated to providing you with unparalleled service. Whether the services apply to Implementation, Help Desk, Subscription Support, or Training and Education, the common thread among these is our unwavering commitment to our customers.
Our Solution Support Centers have achieved the prestigious HDI (Help Desk Institute) Certified Support Center award. This award signifies our commitment to excellence, efficiency, and service quality based on the HDI Support Center Standard.
Geographic Reach
Canon Solutions America provides geographic coverage in major metropolitan areas throughout the United States. Each region is supported by a comprehensive web of service professionals who provide best-in-class technical support to our growing base of customers. Beyond these critical regions, a network of Canon-authorized service companies stands ready to support your needs. All servicing entities must adhere to strict performance guidelines and must be fully certified to provide technical assistance on your Canon product.
The strength of the Canon service delivery program is the over 1,000 locations across the United States who are all certified to meet Canon standards. There are over 7,500 factory-trained technicians who help solve technical and equipment problems wherever your site may be. All authorized service centers are required to submit a detailed business plan describing prospective territory and staffing
Service Organization Overview
Canon Solutions America, Inc.
A Canon U.S.A. Company
plans as well as financials. They must agree to use only genuine Canon parts, and they must consent to unscheduled observations by Canon management.
Service Hours
Canon Solutions America’s standard service hours are Monday through Friday, 8:30AM to 5:00PM, excluding weekends and holidays.
Extended Service Hours
Canon Solutions America offers the flexibility of extended service hours. Should you require service outside of the scope of our standard service hours, we can accommodate your request by contracting on a device or location basis as required. We can also provide a dedicated technician to be on standby, should you have critical uptime or volume issues. Extended service is not available in all locations.
Service Requests and Alerts
There are multiple options for placing a service call. Customers may place a service call by:
Calling the toll-free number located directly on their Canon equipment. Placing a request online at http://www.csa.canon.com. Via their myCSA account.
myCSA is a self-service portal available 24 hours a day, 7 days a week that provides an efficient way to handle day-to-day functions related to your Canon devices. Upon enrollment you can take advantage of the many features of myCSA, such as the ability to view your current fleet status, entering Meter Reads, placing Service Requests, Ordering Contract Supplies* and retrieving account information from any tablet, laptop, or desktop. myCSA works seamlessly with imageWARE Remote, so you can easily request service for your equipment online. You can also check the status of active service requests as well as review closed requests.
*requires an active service contract with Canon Solutions America, Inc. imageWARE Remote is firmware that is embedded in our imageRUNNER products. The function of imageWARE Remote is to automatically provide accurate meter reads without the need for customer intervention. It reduces administrative costs and increases accuracy. The meters are automatically read every day for the most up-to-date reporting capabilities.
The Service Monitoring portion of this tool automatically notifies our Dispatch Department of a hardware/software error. This feature allows our Dispatch Representatives to proactively call the customer to confirm that service is required.
Service Organization Overview
Canon Solutions America, Inc.
A Canon U.S.A. Company
The imageWARE Enterprise Management Console delivers an easy-to-use centralized point of control for all devices installed across your organization. This expandable console helps reduce downtime by directing low toner, paper jams, and device management alerts via email messages to the designated resource(s) within your organization. It’s designed for easy implementation and simplified expandability.
Help Desk Triage
Canon Solutions America’s delivers the remote technical support needed to resolve disruptive workflow issues quickly, so critical systems can resume normal operations as soon as possible. Our Help Desk services provide a single point of contact for all incidents and service request. Help Desk availability from 8:30AM to 8:00PM EST Monday to Friday Toll-free phone and email access to support staff
Dispatch service
Call logging and ticket generation
Incident management
Escalation management
Extended Help Desk support 24/7/365 available*
* 24/7/365 Extended Solutions Support is currently available for uniFLOW, Therefore, IRIS, and IDEAS enterprise solutions only.
The Help Desk covers a wide spectrum of hardware, software, network connectivity, application, and workflow issues. It is the interconnectivity of these areas that sometimes creates challenging scenarios that require intelligent troubleshooting. The Help Desk is uniquely qualified to provide that type of assistance.
Help Desk services are delivered via the National Technical Support Center’s (NTSC) customer helpdesk with escalation to Canon U.S.A. and partner support desks, if necessary. With expert assistance, Canon Solutions America delivers the remote technical support you need to resolve issues quickly.
Service Escalation
For technical issues that require further escalation, we have a rigid escalation process to ensure minimum downtime and maximum productivity.
Supplies Replenishment
The County may call the toll-free Customer Service Department to speak to a Customer Service Representative who will place the supply order. This Department is available Monday through Friday,
Service Organization Overview
Canon Solutions America, Inc.
A Canon U.S.A. Company
8:30AM to 8:00PM EST to accommodate our customers with offices nationwide. This toll-free number is located directly on the Canon equipment. The representative will verify a contact person, address, and serial number, inquire about the number of toners needed, and provide a confirmation number.
The County may also place a supply order via myCSA, a web-based account management tool included with an active Canon Solutions America, Inc. service agreement, and online at http://www.csa.canon.com. At the County’s request, Canon Solutions America can maintain a standard stock of parts and supplies onsite, provided there is a secure location for storage. Maintaining a consistent supply of toner and additional supplies onsite maximizes uptime of your Canon equipment.
Meter Read Management
Canon Solutions America offers a variety of meter reading submission methods. The County may submit them manually by calling our toll-free Customer Service Department; however, we encourage you to use our automated submissions tools, myCSA and imageWARE Remote, which are free of charge.
Service Technicians
Through thousands of certified field service engineers nationwide, our service organization utilizes a single “Total Service Process.” Our customers have access to local, regional, and national level engineers ensuring full Service Level Agreement compliance regardless of location. Mobile technology allows our field technicians and industry certified engineers to handle customer calls quickly and efficiently, minimizing your downtime.
Canon Solutions America service technicians average 15 years’ experience and are factory trained on Canon's equipment as well as the network support systems and software that drive its sophisticated technology. Our primary service objective is to resolve the problem on our first visit and eliminate the need for additional calls for the same problem.
To accomplish this, our service organization:
Offers unparalleled manufacturer direct service and support Delivers an average response time of four hours
Utilizes a state-of-the-art Automated Dispatching System:
o Live person responds to caller
o Service technician receives text page with customer information o Service technician calls customer with expected arrival time and, if applicable, troubleshooting occurs over the phone
Service Organization Overview
Canon Solutions America, Inc.
A Canon U.S.A. Company
Our service technicians are measured on machine reliability — not on the number of calls per day. As a result, customers are assured the maximum productive time for their Canon equipment. For the customer this means one service call, one technician.
All new technicians attend an extensive new hire training program called Printing and Digital Imaging Foundations (PDIF), which provides the technicians the tools to maintain, troubleshoot, and repair Canon products. During this time, the new hire service technicians receive classroom- based training and hands-on training in the field. The technician, upon successful completion, is certified on a specific Canon model, which is based on territory demand, and has received critical skill courses that enable him or her to be a successful service technician in the field. The critical skills portion of their training includes the following: Customer Satisfaction Skills, Basic Network Install, Complete Call Process, Troubleshooting, Communication, and Technology. Ongoing product training and certifications are provided continually and are based on new technology and field territory growth.
The Association of Technical Service Professionals (ATSP) program is designed by Canon U.S.A. to uphold the high performance standards intended to support the needs and expectations of Canon customers. The ATSP program provides assurance that its certified members have attained a level of knowledge and performance that is second to none in our competitive business. The program sets out strict guidelines to which service technicians must adhere, ensuring customers receive best-in-class service. Canon Solutions America is proud of its high volume of certified professionals currently in our corporation.
Preventative Maintenance
We establish preventative maintenance schedules to aggressively address technical issues before they become an operational problem resulting in equipment downtime. Service technicians will perform a Complete Call Process in which they service the unit to a preventative maintenance standard each time the unit is repaired. He/She will clean all optics and remove, inspect, and clean all assemblies of the machine and its accessories. This Complete Call Process ensures a consistent level of service at all times.
Cycle Clinic Preventative Maintenance
With our Cycle Clinic automated preventative maintenance program, Canon Solutions America is able to increase customer satisfaction utilizing revolutionary product design enhancements that will Service Organization Overview
Canon Solutions America, Inc.
A Canon U.S.A. Company
significantly improve unscheduled downtime, minimize machine failures, and maximize copy quality.
The device will be able to send a service call into our system prior to the end user needing service.
Additionally, all networked devices will place service calls with Canon Solutions America when durables (customer replaceable components) near their end of life. This will allow the technician to be proactive with the parts required, prior to arriving, resulting in fewer emergency calls, and much higher first-call fix ratio. With Service approval, the Cycle Clinic automated preventative maintenance program is optional, at no additional cost.
Usage Analysis
Canon Solutions America, Inc.
A Canon U.S.A. Company
Usage Analysis
We use a structured methodology to support our customers’ needs. For the County this approach allows us to fully understand the dynamics of your initiative, understand the complex nature of the changes being proposed by your workforce and infrastructure personnel, and then develop a high- level solution “Road Map” in order to right-size your equipment and provide workflow solutions for your various office locations that will improve the efficiency of your print environment.
Canon Solutions America, Inc. takes a proactive approach to customer service. We prefer to anticipate your needs and to identify opportunities for process improvements. As part of this, Canon Solutions America, Inc. will perform quarterly account reviews with you where we will survey:
Number of devices on the account
Uptime
Response time
Volume of output
Billing issues
Upgrade and downgrade opportunities (Right-sizing opportunities) Additional ways to reduce spending associated with your printing Cost, design, implementation, and management strategies Current and future technology investments that can lead to additional cost savings Implementation Plan
Canon Solutions America, Inc.
A Canon U.S.A. Company
Implementation Plan
The following is a brief narrative on our technical plan for accomplishing the work detailed in the County’s bid.
Should Canon Solutions America, Inc. be fortunate enough to be awarded this opportunity, a series of actions will take place to ensure the successful implementation and ongoing maintenance of the County’s contract. At a high level, these actions include the following:
A project meeting is scheduled to determine an overall implementation plan. As evidenced in this Request for Proposal, a team has initially been assembled to coordinate the critical areas of the project. Additional personnel will be added within their respective disciplines to carry out tasks as they are required.
A site survey is conducted at the appropriate sites to obtain the necessary data for a smooth delivery process. It is an opportunity for our IT Department to work with the customer's IT contact or designated Project Manager. During this time Canon Solutions America, Inc. personnel will:
a. Identify key managers and site contacts
b. Identify location of equipment for installation
c. Verify list of equipment to be removed
d. Create equipment removal schedule
e. Collect appropriate fax numbers/IP addresses
f. Identify priority installs
g. Verify power and datalines
h. Identify room numbers/departments
i. Identify installation challenges, delivery access etc. j. Identify storage for potential location of parts on site if necessary Order Management reviews and processes the contract and sets up the account within our internal system. This triggers a number of other actions such as the release of equipment to a staging area for delivery preparation.
Equipment is pre-configured to the specifications of the bid, such as including starter kits, labeling service information, and creating delivery schedules to meet the needs of the County.
Implementation Plan
Canon Solutions America, Inc.
A Canon U.S.A. Company
Customer information packages including copier specs, service call procedures, reference guides and instructional guides are compiled to accompany equipment. Service installation and training are scheduled to coincide with the delivery of the equipment.
Customer's myCSA account is set up. myCSA a simple and convenient solution to managing your devices online. The Secure Account Management Portal is a self-service utility available 24 hours a day, 7 days a week that provides an efficient way to handle day-to-day functions related to your Canon devices. Upon enrollment*, you can take advantage of the many features of myCSA such as identifying and validating devices, reviewing installations by location, submitting meter reads, viewing meter read history, placing service requests, checking service requests, ordering supplies, managing your organization's users, and retrieving important account information. In addition, for those with toner inclusive service contracts, you’ll be able to order toner through myCSA. *requires an active service contract with Canon Solutions America, Inc.
Recommended Solution
Canon Solutions America, Inc.
A Canon U.S.A. Company
Recommended Solution
Equipment Overview
Designed with the user in mind, the highly responsive, flexible user interface is all about simplicity and ease. The imageRUNNER ADVANCE models have a range of features that allow users to accomplish much more in much less time. As advanced as the solutions technology is, Canon has developed software interfaces and print drivers that offer the user clear, intuitive access to features through logical screen arrangements and consistent naming conventions. No matter where your users are, they are able to quickly understand all the options, access exactly what they need, and execute their task. The Canon product line is user-friendly and simple to learn.
The workplace is rapidly changing. Flexible start times, working from home, mobile workers who share desks, and employees who cross international boundaries yet interact as if they were in the same room.
To be successful, businesses must be able to gather and present information quickly, share it easily with those who need it, and attempt to keep it from those who don't. However, information management poses an important challenge with multiple documents that co-exist in various printed or digital forms and locations—from employees’ desks and office cabinets to cloud servers and mobile devices.
The imageRUNNER ADVANCE portfolio is an intelligent business platform built to complement every stage of the document life cycle. From creation to sharing, output to archival, these systems are designed to help you increase productivity and efficiency, meet security and environmental needs, control costs, and optimize your return on investment.
From small workgroups and offices to large departments and print rooms, this platform offers a wide range of models and integrated solutions with the proven technology to help address the document workflow challenges of evolving work environments.
The imageRUNNER ADVANCE platform can be customized to help meet the specific requirements of your business. It can integrate seamlessly with Canon solutions and third-party software to provide powerful output management, document capture, information management, and automated workflow solutions that help streamline daily business processes.
Recommended Solution
Canon Solutions America, Inc.
A Canon U.S.A. Company
imageRUNNER ADVANCE 4525i
Product Highlights
Designed to deliver consistent and reliable performance to busy departments and work environments.
With an efficient, compact design, these intelligent systems work seamlessly within fleet environments, offer an intuitive user experience, and integrate with Canon’s holistic business solutions.
Technical Specifications
Print up to 25 ppm in black and white
Scan up to 160 ipm (300 dpi) (BW, color, duplex)
Print up to 11" x 17"
6,330-sheet maximum paper capacity
Brochure
https://csa.canon.com/online/wcm/connect/csa/50e8d407-cbbf-4951-a9c1-66f4e38f5199/imageRUNNER- ADVANCE-4500i-Series-Brochure.pdf?MOD=AJPERES&CACHEID=50e8d407-cbbf-4951-a9c1- 66f4e38f5199&TC=&CN=&CS=&CR=
imageRUNNER ADVANCE C3525i/C3530i
Product Highlights
Compact, multifunction device with outstanding usability and intuitive touch-screen
V2 Color for vivid, high-quality output
Flexible finishing options in a small footprint
Technical Specifications
Paper capacity (sheets): 1,200 standard; 2,300 maximum Easily handle a range of printing tasks from envelopes to sheets up to 11” x 17”
Brochure
https://csa.canon.com/online/wcm/connect/csa/4d3105b6-255a-410b-81b0-a3e661f1d730/imageRUNNER- ADVANCE-C3500-Series-Brochure.pdf?MOD=AJPERES&CACHEID=4d3105b6-255a-410b-81b0- a3e661f1d730&TC=&CN=&CS=&CR=
Recommended Solution
Canon Solutions America, Inc.
A Canon U.S.A. Company
imageRUNNER ADVANCE 4535i/4545i
Product Highlights
Designed to deliver consistent and reliable performance to busy departments and work environments.
With an efficient, compact design, these intelligent systems work seamlessly within fleet environments, offer an intuitive user experience, and integrate with Canon’s holistic business solutions.
Technical Specifications
Print up to 35/45 ppm in black and white
Scan up to 160 ipm (300 dpi) (BW, color, duplex)
Print up to 11" x 17"
6,330-sheet maximum paper capacity
Brochure
https://csa.canon.com/online/wcm/connect/csa/50e8d407-cbbf-4951-a9c1-66f4e38f5199/imageRUNNER- ADVANCE-4500i-Series-Brochure.pdf?MOD=AJPERES&CACHEID=50e8d407-cbbf-4951-a9c1- 66f4e38f5199&TC=&CN=&CS=&CR=
imageRUNNER ADVANCE C5535i/C5550i/C5560i
Product Highlights
Provides high-quality performance with outstanding ease-of-use and integration with solutions that can help streamline business workflows
Intelligent information management platform designed to support the goals of business
Technical Specifications
Print up to 35/50/60 ppm in color/black and white
Scan up to 160 ipm (300 dpi) (BW, color, duplex)
Print up to 12" × 18"
6,350-sheet maximum paper capacity
Brochure
https://csa.canon.com/online/wcm/connect/csa/e4905361-b483-4356-b749-514fa3a512fc/imageRUNNER- ADVANCE-C5500-Series-Brochure.pdf?MOD=AJPERES&CACHEID=e4905361-b483-4356-b749- 514fa3a512fc&TC=&CN=&CS=&CR=
Recommended Solution
Canon Solutions America, Inc.
A Canon U.S.A. Company
imageRUNNER ADVANCE 6555i/6565i/6575i
Product Highlights
Offers robust paper handling and finishing’s, powerful scanning capabilities, intuitive user interface and standard authentication. Transforms operational efficiencies and cost management by providing administrators control over usage and security settings.
Technical Specifications
Prints up to 55/65/75 pages per minute (letter)
Up to 7,700-sheet paper capacity (LTR) (3,500 standard capacity) Paper size: up to 11’ x 17” maximum
Brochure
https://csa.canon.com/online/wcm/connect/csa/33cd4b1d-59fe-4a49-8e33-f154c9641c3f/imageRUNNER- ADVANCE-6500-Series-Brochure.pdf?MOD=AJPERES&CACHEID=33cd4b1d-59fe-4a49-8e33- f154c9641c3f&TC=&CN=&CS=&CR=
imageRUNNER ADVANCE C7565i
Product Highlights
Produces outstanding image quality and fast, reliable performance to high-volume office environments.
Works seamlessly with Canon’s integrated software and services to provide a holistic solution for your business.
Technical Specifications
Print up to 65/60 ppm (BW/color)
Scan up to 240/220 ipm (300 dpi) (BW/color,
duplex)
Print up to 13" × 19"
9,300-sheet maximum paper capacity
Brochure
https://csa.canon.com/online/wcm/connect/csa/518fac98-ee9d-4ceb-84cb-8dbf869140bb/imageRUNNER- ADVANCE-C7500-Series-Brochure.pdf?MOD=AJPERES&CACHEID=518fac98-ee9d-4ceb-84cb- 8dbf869140bb&TC=&CN=&CS=&CR=
Equipment Overview
Canon Solutions America, Inc.
A Canon U.S.A. Company
imageRUNNER ADVANCE 8505i
Product Highlights
Offers robust paper handling and finishing’s, powerful scanning capabilities, intuitive user interface and standard authentication. Transforms operational efficiencies and cost management by providing administrators control over usage and security settings.
Technical Specifications
Prints up to 105 pages per minute (letter)
Up to 7,700-sheet paper capacity (LTR) (3,500 standard capacity) Paper size: up to 13” x 19” maximum
Brochure
https://csa.canon.com/online/wcm/connect/csa/db5eeece-214c-44cd-b497- 0bc75d0e5b7b/CSA+Version+iRADV+8500SRS+Brochure.pdf?MOD=AJPERES&CACHEID=db5eeece-214c-44cd- b497-0bc75d0e5b7b&TC=&CN=&CS=&CR=
Device Management Tools
Canon Solutions America, Inc.
A Canon U.S.A. Company
Device Management Tools
As a best of breed offering which is provided to our clients at no additional cost, myCSA provides a simple and convenient solution to managing your devices online. The Secure Account Management Portal is a self-service utility available 24 hours a day, 7 days a week that provides an efficient way to handle day-to-day functions related to your Canon devices. Upon enrollment, you can take advantage of the many features of myCSA such as submitting meter reads, placing service requests, ordering contracted supplies*, and retrieving account information. *requires an active service contract with Canon Solutions America, Inc. myCSA will help save you valuable time and includes these exciting features:
Business intelligence dashboard with usage information on devices Submit meter reads and view meter read history
View, pay and download open and closed invoices
Order/track supplies
Place/track service requests
Full catalog of Canon Solutions America products and solutions to request a quote Quick action buttons to order supplies, enter meter reads, request service and remove devices Update preferences and contact information
Tablet friendly
BUSINESS INTELLIGENCE
DASHBOARDS
The myCSA Secure Account Management
Dashboard provides you with an overview of
usage associated to the devices registered to
you.
Depending on your user role, it also allows you
to quickly access overall customer account-
related information such as the device fleet,
invoicing, orders and service requests.
Device Management Tools
Canon Solutions America, Inc.
A Canon U.S.A. Company
METER READINGS
Enter meter readings individually, or upload
readings for multiple devices from a Microsoft
Excel spreadsheet – even if they are on different
contracts. Receive email alerts to notify you when
meter reading due dates are approaching. Readily
access past meter reads to monitor monthly usage.
ORDER SUPPLIES ONLINE
Easily order toner for devices on a toner-inclusive
or Managed Print Services contract. Visibility into
open and closed supply orders along with tracking
information by order number or date range. Receive
email confirmations when supply orders are placed.
SERVICE & SUPPORT
Save time by requesting service for equipment online and receive an email to confirm your request. View the status of active service requests and past service requests.
ACCOUNT MANAGEMENT
Efficiently designate who has access to myCSA, a nd
define which features and devices each person has
access to. Enter requests to make changes to your
account, such as removing devices from a contract
or modifying meter readings.
INVOICES & PAYMENTS
Conveniently view, download, and pay invoices online.
Easily view or download contract invoices into
Microsoft Excel, to manipulate the data as you
require.
Device Management Tools
Canon Solutions America, Inc.
A Canon U.S.A. Company
imageWARE Remote
imageWARE Remote is firmware that is embedded in our imageRUNNER products. The function of imageWARE Remote is to automatically provide accurate meter reads without the need for customer intervention. It reduces administrative costs and increases accuracy. The meters are automatically read every day for the most up-to-date reporting capabilities. The Service Monitoring portion of this tool automatically notifies our Dispatch Department of a hardware/software error.
This feature allows our Dispatch Representatives to proactively call the customer to confirm that service is required.
imageWARE Enterprise Management Console
Canon’s imageWARE Suite of utilities expands the resources available to manage and monitor the imageRUNNER devices on your network. One component, imageWARE Enterprise Management Console, is a web-based application capable of installing and managing Canon networked systems on most customer networks.
Monitor device conditions (jams, paper level, toner, etc.) Monitor any job on the network
Platform independent utility
Deliver administrator alerts
Monitoring ability includes:
Remote device status
Jobs in the queue
Job status/error messages
Paper levels by drawer
Paper drawer configuration (paper size)
Counter information (meter readings – includes breakdown of color versus black and white) Key contact information by device (allows for automatic email notification to key contacts when problems occur)
For added convenience, imageWARE Enterprise Management Console is also capable of monitoring third-party printers complying with the standard printer MIB, thereby consolidating network device management via one utility. Using the map view feature of imageWARE Enterprise Management Console, administrators can create logical representations of their actual printing environments. imageWARE Enterprise Management Console ships standard with all Canon imageRUNNER products. While the imageWARE Enterprise Management Console comes free with an imageRUNNER or Color imageRUNNER device, the implementation of the solution is fee-based.
Software Overview
Canon Solutions America, Inc.
A Canon U.S.A. Company
Software Overview
uniFLOW
uniFLOW is an exclusive, comprehensive solution from Canon delivering a rich set of functionality in the areas of secure printing, document output accounting, rules-based routing and print analysis. It is an intelligent and highly scalable print output management software suite designed to manage output driven in the general office and production print environments. With its modular design and emphasis on security, uniFLOW is particularly attractive to IT managers who value its ease of integration and strong level of control within networked environments. uniFLOW can save you time and money by providing effective controls over your entire fleet.
uniFLOW’s web-based architecture allows the software to run over multiple buildings, locations or sites. The uniFLOW solution can be built based on your needs from several different components depending on your needs.
Benefits of uniFLOW Output
Manager:
uniFLOW offers organizations the ability
to, but not limited to:
Statistics – Track print and copy costs
on all networked multifunctional devices
(not just Canon), printers as well as
locally connected desktop printers.
Identify system weaknesses, right-sizing
opportunities, Top 10 offenders and
more with over 70 customized reports.
Follow Me Printing/Scanning –
printing at any printer simply by logging
in via an employee badge or PIN Code
Mobile Printing – Allow users to
submit print jobs from their Smartphone
(such as iPhones, Blackberry or Android) and tablets (iPad, etc.). Secure Release – Allow users to release their print jobs securely using their Smartphone or tablets as a means of authentication.
Rule Based Routing – Change how jobs are printed based on rules. Drive volume to the most appropriate printer.
Scan Capture – Scan documents into backend document management systems as a highly compressed PDF or in an editable format.
Software Overview
Canon Solutions America, Inc.
A Canon U.S.A. Company
Content Security – Enhance document security by taking an image of each copy, print, fax or scan which can then be processed for restricted keywords. Provide detailed device information such as meters, toner or error for efficient device management.
Integrate into backend billing systems via its SQL Connector (XML or CSV export). Provide streamlined support for entire fleet with the support for non-Canon, non-MEAP enabled devices and embedded applications for many popular 3rd party devices. uniFLOW Modules
uniFLOW consists of a primary server that can be configured with a variety of modules to address your specific needs in the following areas:
Statistics
The most important feature of uniFLOW is the ability to monitor and track all copy and print activities for both black and white and color usage for all devices in your fleet. uniFLOW can account by device, individual, location, department, file type, etc. With over 70 standard reports uniFLOW will provide you with up to the minute data allowing you to analyze critical data and make adjusts as needed.
Reports can be auto-generated and delivered via e-mail as often as you deem necessary. What’s not measured, is not managed.
Follow Me Printing
This feature allows users to retrieve their print jobs from any device within their network. By authenticating at a device via a badge or PIN code, the user can select which jobs to print, edit the attributes of the job before printing or even delete jobs before they are released.Users can adjust print settings such as color, duplex, stapling, hole-punch, page counts, etc., right from the multi-function devices. Users also have the flexibility for scanning to e-mail or any configured back end solution that they use from any device.
Secure Mobile Printing
Canon’s exclusive uniFLOW solution can allow mobile users to easily print from their smartphones and tablets via Canon multifunction products, single function printers and non-Canon print devices.
In addition, companies can control and secure the release of the print output to networked devices by tracking and statistically capturing all output related details and requiring users to authenticate at the device prior to print delivery.
o Secure Mobile Submission:
Software Overview
Canon Solutions America, Inc.
A Canon U.S.A. Company
uniFLOW allows any mobile user to submit a print job, as long as that user's mobile device has emailing capabilities. Users can also submit jobs via web browser, or printing directly from an application using an internet enabled driver.
o Secure Mobile Release:
Once a print job is submitted, regardless of whether it's from a desktop PC or a mobile device, the user will fall into the uniFLOW My Print Anywhere (follow me printing) workflow, where the user will walk to the most convenient device, and release their print job after authenticating themselves.
o Multiple Identities & Guest Printing:
Users tend to have multiple identities in today's mobile age, and uniFLOW supports that by allowing users to register each of their identities, such as email addresses or phone numbers, so that the uniFLOW system will recognize them, and allow them to print. uniFLOW Secure Mobile Printing also provides the option for guest printing. Guest printing can be customized to allow visitors (outside the network) to submit print jobs, but with preset company restrictions.
o Native Application:
There is also a uniFLOW native app for Apple iOS devices and Android devices. This app enables the mobile device to identify a printer, for example by a QR code, select a print job from the user's personal print queue, make necessary print settings, and release their job.
Rules Based Routing
The end-user still just presses the “print” button, but once the job matches certain conditions, they are prompted to route the job to a more cost-effective printer. The conditions used to route the job can be different for each printer and include criteria such as the number of pages, the cost of the job, whether it contains color, or the application used to print the job. The user may choose to override the prompt to route the job to a preferred printer if given permission by the administrator. Print jobs can also be set up for automatic rerouting to the most cost-effective device, thereby denying the user the choice.
uniFLOW allows organizations to save money by reducing printing expenditures by routing print jobs from expensive network printers to Canon multifunction devices that print at lower cost-per- copy.
The general features of Rules Based Routing are:
Allows print jobs to be moved to another device depending on certain conditions set by the administrator.
Software Overview
Canon Solutions America, Inc.
A Canon U.S.A. Company
Jobs can be moved automatically (i.e. without asking the user first) or interactively (i.e. getting the user to choose first).
Notification of the job routing can be sent to user via web pop-up and/or email. Ability to route jobs from one networked printer to another. Ability to route jobs from a locally attached desktop printer to a networked printer. Ability to route jobs to a secure print queue.
Savings made from routing jobs can be stored in the database for later reporting. Potential savings from routing jobs to the cheapest device can be stored in the database for later reporting.
Users who ignore the routing advice and keep printing to the most expensive printers can also be tracked.
Integrated Print Room Management (CRD)
uniFLOW provides the ability to route jobs to the print shop just like any other print job to any other printer. CRD provides job ticketing, central job management via a convenient operator dashboard and pre-press document make-ready for creation and cleanup.
Authentication
uniFLOW offers a variety of authentication methods including corporate ID card systems, thereby giving administrators greater levels of control and security.
Universal Print Driver
The uniFLOW Universal Print Driver provides IT with a single, easy to manage print driver that drives printing for all devices on the network. One of the most labor intensive activities for the IT department is loading and managing various print drivers for each device on hundreds, even thousands of workstations throughout the organization. With only a single driver to manage, we take the guesswork out of which driver to use and frees up IT to focus on more mission critical tasks. This also works in a mixed printer environment with PostScript and PCL printers. If necessary a conversion between the two standards (PostScript and PCL) can take place.
Click here for uniFLOW brochure
Software Overview
Canon Solutions America, Inc.
A Canon U.S.A. Company
MiCard Plus
Organizations lock their MFDs to stop unauthorized and uncontrolled usage. By combining a MiCard PLUS proximity card with uniFLOW, organizations can enjoy these security benefits while still allowing authorized users quick and easy access to the MFD. A single swipe of their building access pass or ID card is all that is required to instantly authenticate and enjoy the full power of the Canon MFDs.
Multiple Technologies in one Reader
Proximity card readers are not just used to gain access to multi-functional devices but also to buildings, PCs or to pay for food in restaurants. Different card
technologies may be in use in different buildings or may change as new services are offered to workers. The
MiCard PLUS reader can read over 35 different 125 kHz
and 13.56 MHz proximity and contactless smart cards in
the same reader.
Over 35 different Technologies
The MiCard PLUS is 35 card readers in one. The MiCard PLUS can be configured to read the specific card type in use in the organization. Common technologies supported by the MiCard PLUS reader include HID® Prox, Indala® (Motorola), HiTag and CASI-RUSCO ® all in the 125 kHz range. In the
13.56 MHz frequency, the MiCard PLUS reader can identify the serial number from cards using technologies such as HID iCLASS and MIFARE.
Simultaneous Card Reading
In addition to reading more than 35 different card types, the MiCard PLUS reader can be configured to read two different cards, regardless of the technology or frequency. This allows companies with more than one technology in use in their organization to provide all users with access to the devices without having to distribute multiple cards or attaching RFID stickers to existing cards.
Managed Print Services Program
Canon Solutions America, Inc.
A Canon U.S.A. Company
Managed Print Services Program
Executive Summary
Today’s business climate is more challenging than ever before. To remain competitive, companies must look to all aspects of their business for cost-cutting opportunities that not only improve profits but also increase productivity and enhance operational efficiencies. According to Gartner Group, an estimated 1% to 3% of annual revenues are spent on print related activities. Industry analysts continue to highlight document output as a key area for significant cost savings.
A Managed Print Services (MPS) program is designed to not only simplify the management and administration of an organization’s print environment, but also to seek to optimize the environment by balancing the ratio of single-function printer to multifunctional device, and the number of end-users per print device, so that better efficiencies, productivity, and cost savings can be realized.
This proposal presents the County with a solution for taking control of your single-function laser printer devices. By actively managing these devices through Canon Solutions America’s Managed Print Services, the County will realize significant benefits including:
Control and reduction of per-page printing costs
Simplified vendor management—one vendor to support all printing needs Reduced IT support burden
Reduced total cost of ownership
Increased device availability
Why Managed Print Services?
Have you experienced any of the following challenges and pain points? •Lack of a full picture of your assets: You don’t know how many devices you have, what kinds they are, or where they are located.
•Control of device uptime: You don’t know when machines are not functioning, when there are delays in requesting service, if there are supply outages, etc. •Multiple vendors: You spend too much time managing inconsistent obligations, different support models, and nonstandard vendor accountability.
Output fleets represent
a significant area of
opportunity to realize
fiduciary benefits.
Savings of 10 to
30% of annual spend
can be achieved with
active management.
– Gartner Group
Managed Print Services Program
Canon Solutions America, Inc.
A Canon U.S.A. Company
•Inconsistent service: You don’t have centralized service across your fleet, maintenance is reactive rather than proactive, and you must deal with differing service obligations.
•Lack of cost control: You might be purchasing expensive supplies, take up valuable space by storing them, and could face unpredictable maintenance costs. •Accounting challenges: You’re paying multiple equipment, supply, and maintenance vendors, making it difficult to accurately budget/allocate costs.
If you have, you’re not alone. Canon Solutions America is here to help. Our MPS programs have achieved outstanding customer satisfaction ratings because:
We listen to and understand your requirements so we can best meet your needs. From a financial perspective, we provide benchmark value. Your ongoing satisfaction is ensured through our outstanding service and support.
Designed for You
Canon Solutions America’s Managed Print Services program does not take a one-size-fits-all approach.
There are many drivers behind your objectives regarding management of your print device fleet, so Canon Solutions America designs a program that meets your specific business needs and unique objectives. Starting with managing your fleet of single-function printers under a Cost-Per-Page contract, and later extending to Print Device Fleet Rightsizing, End-User Print Behavior Modification, and even Total Print Outsourcing, Canon Solutions America will work closely with you to develop a long-term strategy to transform your print infrastructure and help lower your costs, while increasing the quality of service you receive.
Managed Print Services Program
Canon Solutions America, Inc.
A Canon U.S.A. Company
Program Overview
Discovery Findings
Traditionally, document output costs have been widely distributed across an organization’s financial reporting structure. This decentralized approach hides many print related expenses, hindering management’s ability to account for the true costs of document output across the company.
Through our Managed Print Services discovery process, we provide you with the information you need to understand and gain greater control of your copying and printing expenses.
Objectives
The County’s objectives for managing document output technology are:
Identify, track, and control all output devices through a reporting system that will enable the County to account for all devices and recover related operating costs internally. Work with a vendor who will provide optimum reliability while offering a combined approach of technology, service, performance guarantees, and systems for accountability. Engage a single vendor to provide all document delivery systems, to realize consistency in service and pricing as well as programs for acquiring, invoicing, and supporting the document environment.
Uncover the true cost of hardcopy output within the County’s environment. Define and capture key metrics so that the County is able to evaluate the current state of operations and assess, through an informed perspective, opportunities for improvement. Use the data gathered in this project to support the County’s desire to reduce spend on hardcopy output through:
o Implementing a Managed Print Services program
o Reducing and consolidating print devices
o Optimizing document output strategies
Managed Print Services Program
Canon Solutions America, Inc.
A Canon U.S.A. Company
Description of Services
Canon Solutions America will provide the County with a fully integrated Managed Print Services program that will enable you to gain control of laser printing expenditures while also enhancing printer performance and user productivity.
Features
Supplies Replenishment
Toner
Reports
Monthly usage dashboard
Quarterly account review
Printer Monitoring
Proactive alert monitoring
Printer Maintenance
Routine preventative maintenance
Maintenance kits (where applicable)
Help Desk
Level 1 triage
Printer Repair
Parts
Labor
Single-Function Printer Management
To easily and efficiently manage all of your single-function print devices, our MPS program offering includes supplies, parts, and labor, plus covers toner cartridges and on-site break-fix services, all for a fixed cost-per-print (CPP) fee structure (one CPP for black & white output devices and one CPP for color output devices). Also included are proactive device monitoring, Level 1 Help Desk services, and a comprehensive reporting package.
Supplies
Par
Labor
Device monitoring
Usage reporting
Level 1 Help Desk
In addition to field-based technicians, our Technical Operations Center (TOC) is key to our successful delivery model for Managed Print Services. Through the deployment of remote monitoring software, the TOC proactively responds to device alert conditions, often before end-users even realize there is a problem.
All inclusive,
cost-per-
page model.
Managed Print Services Program
Canon Solutions America, Inc.
A Canon U.S.A. Company
Program Outline
When compared against the County’s current single-function laser printer program, the advantages of Canon Solutions America’s proposal become clear. The County will receive significantly greater levels of service while also reducing Total Cost of Ownership.
Print Solutions Comparison
Feature Current Proposed
Supplies (toner) Purchase as Needed Included
Parts (break-fix) T&M Included
Labor (break-fix) T&M Included
Device Monitoring n/a Included
Proactive Alert/Error Condition Response n/a Included
Usage Reporting n/a Included
Level 1 Help Desk Vendor Specific Included
Fixed Cost-Per-Print n/a Included
Simplified Billing n/a Included
Consumables Tracking n/a Included
Comprehensive Account Review n/a Included
Simplified Vendor Management Multiple One Vendor
Canon Solutions America’s MPS Program is ano-minimum base volume agreement—you pay for only the actual number of pages printed. There are no overages, either; the County may print as much or as little as business demands require for a given period.
Managed Print Services Program
Canon Solutions America, Inc.
A Canon U.S.A. Company
Benefits of MPS
Through the implementation of Canon Solutions America’s MPS Program, the County will be better able to manage the use and allocation of your existing printer fleet. •Lower Total Expenses: Managed Print Services will enable the County to control and reduce print related expenses through an all-inclusive cost-per-page (CPP) program designed to optimize print environments, eliminate costly supply stocking, and lower overall laser printer costs. Reduce overall spend on print-related activities with potential savings of 10-30%.
•No Hidden Fees: For a low monthly fee, Canon Solutions America will provide the County with the supplies and service necessary to keep the printer fleet running at peak performance. The predictable monthly fee is based upon actual usage and includes all laser printer related supplies and service, except paper and staples. Includes OEM (Original Equipment Manufacturer) toner and supplies.
•Simple Cost Management: Print cartridge expenses are often buried in departmental budgets, making it difficult to quantify print related costs and impossible to manage the print environment. Managed Print Services will provide the County with visibility into these costs, including a single invoice for all laser printer expenditures. Enjoy streamlined billing with management reports that support easy cost allocation. •Single Vendor Model: Simplify the management and administration of your print environment through a single vendor dedicated to optimizing and managing all document output devices.
•Reduced Burden on IT: By removing the burden of printer related support tasks from the County’s IT department, your internal IT resources will be able to focus on core business systems and value-added technology initiatives. •Increased Control of the Print Environment:
Leveraging industry-leading tools and tactics, Canon
Solutions America will provide the County with
valuable information on laser printer and
multifunction printer usage and associated costs.
Through scheduled performance reviews, we will
provide recommendations for the continual
optimization of your print environment including
opportunities for cost savings and productivity
enhancements.
By actively engaging in
quarterly business reviews,
Canon Solutions America
works with you to continually
seek opportunities for
greater savings.
Managed Print Services Program
Canon Solutions America, Inc.
A Canon U.S.A. Company
Support
Canon Solutions America’s nationwide service network consists of a skilled and professional technical support staff. Our Analysts, Engineers and Service Technicians continually undergo technical training and professional development in pursuit of service excellence. As a result, our technical support staff is among the most experienced and tenured in the industry.
Every service technician completes a rigorous factory and in-house training curriculum provided by both Canon U.S.A. and select third parties. This ongoing education ensures that every Service Technician keeps pace with advancing technology.
Canon Solutions America service technicians are backed by a state-of-the-art dispatching system that enables a technician to be dispatched from the location nearest you. Our technicians are measured on machine reliability, not number of calls per day. As a result, our customers experience unparalleled manufacturer direct service and support.
Having both internal and external support capabilities is critical to ensuring that our solutions are met with total customer satisfaction. There are a number of key components to our support infrastructure, including pre and post sales systems support, help desk, on-site training, automated dispatch, and a number of other areas, which provide the high level of support our customers expect and deserve.
Canon Solutions America provides geographic coverage across the United States. Each region is supported by a comprehensive web of service professionals who provide best-in-class technical support to our growing base of customers. Beyond these critical regions, a network of authorized service companies stands ready to support your needs.
National Technology Solutions Center
Recognizing the unique support requirements for today’s connected office environment, Canon Solutions America developed a technical center of excellence for all Canon and third-party solutions – The National Technology Solutions Center. This center is your company’s one-call, problem resolution resource for all Canon and third-party solutions, and provides the following for Managed Print Services:
National Help Desk
Service/Repair Coordination
Usage Reporting
Device Monitoring
Supplies Fulfillment
Managed Print Services Program
Canon Solutions America, Inc.
A Canon U.S.A. Company
Project Plan
Below is the proposed high-level project plan for the County’s Managed Print Services implementation. Once the County accepts the proposal, a more detailed project plan will be developed in cooperation with the County.
Date Event
TBD Canon Solutions America installs and configures
data collection agent on central PC
TBD Data collection agent executes and collects print
data for 30 days
TBD Canon Solutions America analyzes print data
and develops Managed Print Services proposal
TBD Canon Solutions America and the County review
proposal and associated recommendations
TBD The County approves proposal, completes required
documentation, and executes contract
Within 3 days of project initiation Canon Solutions America conducts pre-installation site survey
Within 15 days of project initiation Canon Solutions America installs technology where appropriate
90 days post implementation Canon Solutions America monitors results of implemented solution
Approximately 100 days
post implementation
Canon Solutions America conducts account review
with the County
Ongoing quarterly reviews Canon Solutions America will conduct Account Reviews on a quarterly basis to ensure ongoing
customer satisfaction
Managed Print Services Program
Canon Solutions America, Inc.
A Canon U.S.A. Company
Going Further
Managing single-function printer costs under a cost-per-page contract is only the beginning of what we can do for you. Canon Solutions America’s Managed Print Services programs encompass the full range of services required to achieve your company’s print management objectives.
By leveraging our extensive expertise in document and print management, your organization can truly optimize your fleet through a balanced approach, reducing costs while also increasing the level of service received by your end-users.
In addition to Cost-Per-Page, MPS can provide:
Print Device Fleet Rightsizing
End-User Print Behavior Modification
Total Print Outsourcing
Print Device Fleet Rightsizing
Office environments that do not actively manage their print device fleet typically suffer from sub- optimal investment and inefficient ongoing spend. Research group IDC reports that poorly managed copy/print environments affect approximately 75% of all organizations, costing those organizations upwards of 30% more than required. This inefficiency is often the result of factors that are not easily recognized until they are specifically sought out. Simply put, most organizations have too many print devices and too many printer makes and models. Motivated by the perception that locally attached printers will provide more convenience and better security, the result is the proliferation of small, easy to procure, inexpensive to acquire laser printers. When you consider supplies, the inefficiencies become even greater—since each make and model of laser printer requires specific, and often expensive, consumables.
You can enjoy significant cost savings while improving the level of service delivered to your end-users by engaging a methodical approach, governed by best practices, to consolidate print devices, standardize the infrastructure, and better leverage technology.
End-User Print Behavior Modification
Most organizations do not understand their total costs related to printing; the same is true for your employees. By implementing an output management solution, you can gain valuable insights regarding your total spend on print related activities. You can further use this technology to extend your commitment to reducing print volumes by educating your staff about the cost of each print job.
By providing employees with real time feedback regarding the cost of each print job, they are Managed Print Services Program
Canon Solutions America, Inc.
A Canon U.S.A. Company
empowered to make informed and thoughtful decisions. Through the powerful combination of employee education and the comprehensive reporting provided by these solutions, you can further drive down your total cost of print output.
As organizations continue to drive cost efficiencies within their print environment, additional benefits become available that were not previously possible within a standard, non-managed infrastructure. By deploying Canon’s output management suite, uniFLOW, you can gain the insight required to encourage responsible printing behaviors while also enabling such advanced capabilities as secure print release, rules-based print routing, and authorization workflow.
Total Print Outsourcing
Having a provider take over the management of your entire print infrastructure will save your organization significant amounts of money as most of the burdened costs of IT and the administration of devices and their supplies are shifted to the provider. Providers have the expertise and scale to do this much more effectively than any single company, and they can do this more cost effectively than any one organization on their own.
Our comprehensive portfolio of Managed Print Services will help your organization realize the full potential of your output strategy.
“Output fleets represent
a hidden gold mine of cost
savings to enterprises. By
developing a comprehensive
approach that includes
rightsizing, cost-per-page
oriented procurement,
and ongoing management
of the fleet, enterprises can
reap the savings benefits of
this often-overlooked
technology area.”
- Gartner Group
Product Literature
Canon Solutions America, Inc.
A Canon U.S.A. Company
Product Literature
Published Specifications
Canon Solutions America, Inc.
A Canon U.S.A. Company
Published Specifications
Canon Solutions America, Inc. is providing the published specification from Buyers Laboratory, Inc. (BLI) on the 2 Flash Drives. The specifications are also included in the Product Literature that was required in Section 4 Special Conditions
Monochrome
Color
Current Distribution Model
Canon Solutions America, Inc.
A Canon U.S.A. Company
Current Distribution Model
Company Locations
Canon Solutions America, Inc. is the direct sales subsidiary of Canon U.S.A. The two entities share several facilities across the United States. Some of the facilities are corporate operations and regional warehouses.
Canon Solutions America, Inc. and Canon U.S.A. distribute the majority of products, part and supplies thought five major warehouse facilities; Jamesburg, NJ., Norcross, GA., Woodridge, IL., Irving, TX., Cosa Mesa, CA.
We cover approximately 72% of the United States population and GDP. For Participating Agencies that are not covered by Canon Solutions America, Inc. service area, the services will be provided by a Canon U.S.A. Authorized Dealer.
Branch Office Locations
Name Address City State Zip
Birmingham 1030 London Drive, Suite 200 Birmingham AL 35211 Tuscaloosa 2000 Veterans Memorial Parkway - Unit 2 Tuscaloosa AL 35404 Montgomery 250 Commerce Street Montgomery AL 36104
Dothan 217 Graceland Drive, Suite 1 Dothan AL 36303
Mobile 3059 Dauphin Square Connector Mobile AL 36607
Little Rock 1401 West Capital Ave Little Rock AR 72201
Phoenix 1475 North Scottsdale Road Scottsdale AZ 85257
San Pedro 300 Westmont Drive San Pedro CA 90731
Long Beach (Kilroy) 3900 Kilroy Airport Way Long Beach CA 90806 Long Beach 2417 East Carson Street / Dock 48 Long Beach CA 90810 Glendale 207 Goode Ave Glendale CA 91205
Ontario 3237 East Guasti Road, Suite 200 Ontario CA 91761 San Diego 10509 Vista Sorrento Pkwy, Ste 116 San Diego CA 92121 El Centro 203 S Waterman Ave El Centro CA 92243
Irvine 15975 Alton Parkway Irvine CA 92618
Ventura 6435 Ventura Boulevard Ventura CA 93003
San Francisco 201 California street , Suite 100 & 640 San Francisco CA 94111 Livermore 161 S. Vasco Road, Suite E Livermore CA 94551 Walnut Creek 1350 Treat Blvd Walnut Creek CA 94597
San Jose 3300 North First Street San Jose CA 95134
Current Distribution Model
Canon Solutions America, Inc.
A Canon U.S.A. Company
Sacramento 3835 North Freeway Blvd. Suite 110 Sacramento CA 95834 Englewood 14 Inverness Drive East Englewood CO 80112
Loveland 1635 Fortrail Drive Loveland CO 80538
Denver Sky Harbor Business Park Centennial CO
80112-
6703
Rocky Hill I-91 Tech Center, Bldg 2 Rocky Hill CT 6067
East Hartford 110 Prestige Park Rd East Hartford CT 6108 Trumbull(Océ) 100 Oakview Drive Trumbull CT 6611
Washington 1901 L. St. NW Suite 200 Washington DC 20036 Delmarva 200 Bellevue Parkway, Suite 140 Wilmington DE 19809 Jacksonville 10401 Deerwood Park Blvd Jacksonville FL 32256 Maitland 2600 Maitland Center Parkwy Maitland FL 32751
Orlando 7803 Southland Blvd, Building 200, Suit 202 Orlando FL 32809 Miami Lakes The Grand Corporate Center, Suite 350 Miami Lakes FL 33016 Deerfield Beach 720 S. Powerline Road - Suite E Deerfield Beach FL 33442 Boca Raton(Océ) 5600 Broken Sound Blvd, 2nd Flr Boca Raton FL 33487 Tampa 7650 Courtney Campbell Causeway Tampa FL 33607
Macon 4100 Riverside Drive, Suite 103 Macon GA 31210
Savannah 7001 Chatham Center Dr Savannah GA 31405
Waycross 1707 Boulevard Square Rd Waycross GA 31501
Albany(GA) 307 Grand Island Drive, Suite 4 Albany GA 31707 Atlanta 5625 Oakbrook Parkway Norcross GA
30093-
1847
Honolulu 210 Ward Avenue Honolulu HI 96814
Itasca (Bruning) 1800 Bruning Dr W Itasca IL 60143
Schaumburg 425 North Martingale Road Schaumburg IL 60173 Woodridge 10350 Beaudin Blvd, Suite 200 Woodridge IL 60517 Burr Ridge 1333 Burr Ridge Parkway, Suite 175 Burr Ridge IL 60527 Chicago 225 West Washington Chicago IL
60606-
6604
Carmel 630 West Carmel Drive, Ste 130 Carmel IN 46032
Fort Wayne 6915 Innovation Blvd. Ft. Wayne IN 46818
South Bend 2420 Viridian Drive, Suite 200 South Bend IN 46628-
4300
Kansas City Kansas City Commerce Plaza Overland Park KS 66210 Topeka 1131 SW Winding Road Topeka KS 66615
Wichita 8201 E. 34th Street Wichita KS 67226
Louisville 10400 Linn Station Road Suite 108 Louisville KY 40223 Lexington 2285 Executive Drive 1st floor Lexington KY 40505 New Orleans 3850 N. Causeway Blvd. Metairie LA 70002
Houma 4752 Highway 311 Houma LA 70360
Current Distribution Model
Canon Solutions America, Inc.
A Canon U.S.A. Company
Lafayette 201 Energy Parkway Lafayette LA 70508
Lake Charles One Lake Shore Dr Lake Charles LA 70629
Baton Rouge 11115 Industriplex Blvd, Suite 303 Baton Rouge LA 70809 Boston 40 Broad Street, Suite 102 Boston MA 2109
Baltimore 6011 University Blvd, Suite 460 Ellicott City MD 21043-
6084
Portland, ME 326 Harlow Street Bangor ME 4401
Portland, ME 1055 Riverside Street Portland ME
04103-
1065
Grand Rapids 330 East Beltline Avenue, NE Grand Rapids MI 49506 Detroit 39555 Orchard Hill Place, Suite 190 Novi MI
48375-
5374
Eagan 880 Blue Gentian Road Suite 100 Eagan MN 55121
St. Louis 6 Cityplace Drive Creve Coeur MO 63141
Ridgeland 119 Marketridge Road, Suite A Ridgeland MS 39157 Gulfport 9480 Three Rivers Rd. Gulfport MS 39501
Jackson 210 East Capitol Street Suite 200 Jackson MS
Durham 4319 South Alston Ave, Suite 101 Durham NC 27713 Charlotte 8720 Red Oak Blvd - Suite 502 Charlotte NC 28217 LaVista(omaha) 6940 South 108th Street LaVista NE 68128 Lincoln 3701 O Street, Ste 102 Lincoln NE 68510
Bedford 15 Constitution Drive Bedford NH 3110
Keene 640 Marlboro Street Keene NH 3431
Lebanon 31 Old Etna Road Suite S-5 Lebanon NH 3766
Cranford 11 Commerce Drive – Suite 204 Cranford NJ 7016 Paramus 115 West Century Road Suite 370 Paramus NJ 7652 Burlington 300 Commerce Square Blvd Burlington NJ 8016
Southern NJ 8000 Midlantic Drive Mount Laurel NJ 8054
Jamesburg 100 Ridge Road Jamesburg NJ 8831
Monroe 24 Engelhard Dr
Monroe
Township NJ 8831
Albuquerque 2420 Comanche Road NE Albuquerque NM
87107-
1956
Farmington 2222 East 20th Street #10 Farmington NM
87401-
8904
Las Vegas 731 Pilot Road Suite J Las Vegas NV 89119
Reno 5470 Kietzke Lane Reno NV 89511
Manhattan - East 125 Park Ave, 9th Floor New York NY 10017 Downtown NYC 5 West 37th Street New York NY 10018
New York(Océ) 1333 Broadway, 6th Floor New York NY 10018 White Plains 1133 Westchester Avenue White Plains NY 10604 Current Distribution Model
Canon Solutions America, Inc.
A Canon U.S.A. Company
East Meadow 90 Merrick Avenue East Meadow NY 11554
Melville Canon Solutions America, Inc. One Canon Park Melville NY 11747 Albany 18 Corporate Woods Boulevard Albany NY 12211
Fairport 800 Crosskeys Office Park, Suite 836 Fairport NY 14450 Columbus(Dublin) 5200 Upper Metro Place Dublin OH 43017 Toledo 1724 Indian Wood Circle, Suite F Maumee OH 43537 Independence 6100 Oaktree Blvd Suite 150 Independence OH 44131 Cincinnati 4900 Parkway Drive Suite 170 Mason OH
45040-
8664
Portland 9401 SW Nimbus Avenue Beaverton OR 97008
Portland
Warehouse 6650 N. Basin Avenue Portland OR 97217
Medford 3539 Heathrow Way Medford OR 97504
Pittsburgh Airside Business Park Moon Township PA 15108 Harrisburg 5020 Ritter Road,Suite 111 Mechanicsburg PA 17055 Philadelphia One Liberty Place, Philadelphia PA 19103
Horsham 800 Enterprise Road, Suite 105 Horsham PA
19044-
3688
Providence 117 Metro Center Blvd Warwick RI 2886
West Columbia 1320 Main Street Columbia SC 29201
Nashville 402 BNA Drive, Suite 360 Nashville TN 37217
Knoxville 4707 Papermill Drive Knoxville TN 37909
Irving 3200 Regent Blvd Docks 16-19 Irving TX 75063
Dallas 14241 Dallas Parkway, Suite 100 Dallas TX 75254
Ft. Worth 860 Airport Frwy Hurst TX 76054
Houston 2930 W Sam Houston Parkway N Houston TX 77043
Beaumont 7510 Calder Ave Beaumont TX 77706
San Antonio 17115 San Pedro Ave, Suite 100 San Antonio TX 78232 Austin 12515 Research Boulevard, Bldg 7 Austin TX 78759 El Paso Regis - 221 N. Kansas St El Paso TX 79912
Salt Lake City 298 Mercer Way Salt Lake City UT 84115
Falls Church 3190 FairView Park Drive Falls Church VA 22042 Alexandria 6464 E General Green Way, Alexandria VA 22312 Richmond 3901 Westerre Parkway, Suite 110 Richmond VA 23233 Virginia Beach 192 Ballard Court Virginia Beach VA 23462 Williston 520 Avenue D Williston VT 5495
Spokane 10102 E. Knox Suite 400 Spokane WA 9206
Seattle 12856 Interurban Anenue South Tukwila WA 98168
Yakima 901 W. Yakima Ave Yakima WA 98902
Kennewick 8601 W. Clearwater Suite B Kennewick WA 99336 Milwaukee Crossroads Corporate Center II Waukesha WI 53186 National IPA Exceptions / Standard Review of Bid Terms and Conditions Canon Solutions America, Inc.
A Canon U.S.A. Company
National IPA Exceptions / Standard Review of Bid Terms and Conditions
Canon Solutions America, Inc.
A Canon U.S.A. Company
Attachment E - National IPA Exhibit A
Canon Solutions America, Inc.
A Canon U.S.A. Company
Attachment E - National IPA Exhibit A
Detailed Response to Attachment A, Exhibit A, National IPA Response for National Cooperative Contract
The following document represents our detailed response to each item listed throughout Attachment A, Exhibit A, National IPA Response for National Cooperative Contract. We have included a brief response below each paragraph, bulleted item and or question listed throughout this section. In cases where our response required additional supporting documentation, or could be better understood through use of an existing document or diagram, we have provided the document and a reference to where it is located in our submittal.
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS
EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
1.0 Scope of National Cooperative Contract
1.1 Requirement
The County of DuPage, IL (hereinafter defined and referred to as “Principal Procurement Agency”), on behalf of itself and the National Intergovernmental Purchasing Alliance Company (“National IPA”), is requesting proposals for multifunction copier devices and service solutions. The intent of this Request for Proposal is that any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal (hereinafter defined and referred to as the “Master Agreement”) be made available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through National IPA’s cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with National IPA (an example of which is included as Exhibit D) and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with National IPA as a Participating Public Agency in National IPA’s cooperative purchasing program. Registration with National IPA as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C. The terms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through National IPA.
All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither National IPA, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Supplier for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency.
Attachment E - National IPA Exhibit A
Canon Solutions America, Inc.
A Canon U.S.A. Company
This Exhibit A defines the expectations for qualifying Suppliers based on National IPA’s requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through National IPA. These requirements are incorporated into and are considered an integral part of this RFP. National IPA reserves the right to determine whether or not to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies.
Acknowledged
1.2 Marketing, Sales and Administrative Support During the term of the Master Agreement National IPA intends to provide marketing, sales and administrative support for Supplier pursuant to this section 1.2 that directly promotes the Supplier’s products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis.
The National IPA marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through:
A. Marketing collateral (print, electronic, email, presentations) B. Website development and support
C. Trade shows/conferences/meetings
D. Advertising
E. Social Media
F. Sales Team Support
The National IPA sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through:
A. Individual sales calls
B. Joint sales calls
C. Communications/customer service
D. Training sessions for Public Agency teams
E. Training sessions for Supplier teams
The National IPA contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies prospective Public Agencies through:
A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing
B. Training sessions for Public Agency teams
C. Training sessions for Supplier teams
D. Regular business reviews to monitor program success
Attachment E - National IPA Exhibit A
Canon Solutions America, Inc.
A Canon U.S.A. Company
E. General contract administration
Suppliers are required to pay an administrative fee of 3% of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the National IPA Administration Agreement (refer to Exhibit B).
Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the National Intergovernmental Purchasing Alliance Company Administration Agreement between Supplier and National IPA (the "National IPA Administration Agreement") Acknowledged; Marketing and Sales Support
Suppliers will pay an administrative fee of 2% of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will execute a mutually agreed upon National IPA Administration Agreement (refer to Exhibit B).
1.3 Estimated Volume
The dollar volume purchased under the Master Agreement is estimated to be approximately $60M annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through National IPA, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and National IPA.
Acknowledged
1.4 Award Basis
The basis of any contract award resulting from this RFP made by Principal Procurement Agency will be the basis of award on a national level through National IPA. If multiple suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same suppliers will be required to extend the Master Agreement to Participating Public Agencies through National IPA. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency. Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency are subject to modification for each Participating Public Agency as Supplier, such Participating Public Agency and National IPA shall agree. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (i.e. invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, governing law, etc.). Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to National IPA).
Attachment E - National IPA Exhibit A
Canon Solutions America, Inc.
A Canon U.S.A. Company
Acknowledged
1.5 Objectives of Cooperative Program
This RFP is intended to achieve the following objectives regarding availability through National IPA’s cooperative program:
A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as the Supplier’s primary go to market strategy to Public Agencies nationwide;
C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier’s need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process;
D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing.
Acknowledged
2.0 REPRESENTATIONS AND COVENANTS
As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, warranties and covenants to both the Principal Procurement Agency and National IPA designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier.
Acknowledged
2.1 Corporate Commitment
Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier’s executive management, (2) the Master Agreement is Supplier's primary “go to market” strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with National IPA and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement.
Acknowledged
Attachment E - National IPA Exhibit A
Canon Solutions America, Inc.
A Canon U.S.A. Company
2.2 Pricing Commitment
Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, that the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement.
We are unable to make this representation due to the specific requirements that exist in this proposal.
2.3 Sales Commitment
Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through National IPA nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to National IPA in accordance with the National IPA Administration Agreement. Supplier also commits that its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement.
Acknowledged
3.0 SUPPLIER QUALIFICATIONS
Supplier must supply the following information in order for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through National IPA.
3.1 Company
A. Brief history and description of your company.
B. Total number and location of sales persons employed by your company.
C. Number and location of support centers (if applicable).
D. Annual sales for the three previous fiscal years.
E. Submit your FEIN and Dunn & Bradstreet report.
A. Tab 2. Experience, Expertise and Reference Section 2. Corporate Profile B. Tab 2. Experience, Expertise and Reference Section 6. National Cooperative Capabilities
C. Tab 4. Resources, Approach and Methodology Section 15. Service Organization Overview
D. Tab 2. Experience, Expertise and Reference Section 9.Financial Information Attachment E - National IPA Exhibit A
Canon Solutions America, Inc.
A Canon U.S.A. Company
E. Tab 7. Forms and Documents Section Required Forms FEIN and Dun & Bradstreet Report
3.2 Distribution, Logistics
A. Describe how your company proposes to distribute the products/service nationwide.
B. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.
C. Provide the number, size and location of your company’s distribution facilities, warehouses and retail network as applicable.
D. State any return and restocking policy and fees, if applicable, associated with returns.
E. Describe the full line of products and services offered by your company.
A. Tab 2. Experience, Expertise and Reference Section 3. Corporate Profile B. Canon Solutions America, Inc. uses commercially available companies for products, parts and supplies. For delivery of pre-configured product Canon Solutions America, Inc. uses regional specialized carriers.
C. Tab 2. Experience, Expertise and Reference Section 3. Corporate Profile D. Tab 1 Scope of Work and Specifications Section 2 Scope of Work and Specifications E. Tab 4 Resources, Approach and Methodology Section 11-22
3.3 Marketing and Sales
A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as your company’s primary go to market strategy for Public Agencies to your teams nationwide, to include, but not limited to:
i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days
ii. Training and education of your national sales force with participation from the executive leadership of your company, along with the National IPA team within first 90 days Canon Solutions America, Inc. will continue to use the Agreement with DuPage and National IPA as a fully endorsed program by our Executive Leadership.
Based on the last 10 years of history, Canon Solutions America, Inc. is in a very fortunate position for the Marketing and Sales of cooperative agreements. We have the tools, training and process to implement an aggressive launch of a new agreement. Additionally, we have able to have year over year growth with the legacy agreements.
B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Attachment E - National IPA Exhibit A
Canon Solutions America, Inc.
A Canon U.S.A. Company
Participating Public Agencies, existing Pubic Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:
i. Creation and distribution of a co-branded press release to trade publications We will work with National IPA to create and deliver co-branded press releases, and content specifically geared around the agreement, to publications and associations. ii. Announcement, contract details and contact information published on the Supplier company website within first 90 days
We will provide agreement information on our internal website at the onset of the agreement and periodically update when appropriate.
iii. Design, publication and distribution of co-branded marketing materials within first 90 days Working with National IPA, we will take a complete review of the design, content and strategies for the co-branded marketing materials. The expectation is to provide the Participating Agencies with useful and compelling information.
iv. Commitment to attendance and participation with National IPA at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, etc.) and supplier- specific trade shows, conferences and meetings throughout the term of the Master Agreement v.
Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by National IPA for partner suppliers. Booth space will be purchased and staffed by your company. In addition, you commit to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by National IPA. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.)
As a member of the NIGP Business Council for the past 10 years we understand the value of working with association on a national, regional and national basis. We will continue to grow our engagement with and support of their association and trade shows. Please see Tab 2 Experience, Expertise and References Section 5 Commitment to the Government and Educations Sectors. viii. Dedicated National IPA internet web-based homepage on Supplier website with:
• National IPA standard logo;
• Copy of original Request for Proposal;
• Copy of contract and amendments between Principal Procurement Agency and Supplier;
Attachment E - National IPA Exhibit A
Canon Solutions America, Inc.
A Canon U.S.A. Company
• Summary of Products and pricing;
• Marketing Materials
• Electronic link to National IPA’s website including the online registration page; • A dedicated toll free number and email address for National IPA Based on past experience, Canon Solutions America, Inc. has directed Participating Agencies directly to the National IPA’s website to minimize any conflicts. We will review this based on National IPA’s request.
C. Describe how your company will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through National IPA. Include a list of current cooperative contracts (regional and national) your company holds and describe how the Master Agreement will be positioned among the other cooperative agreements.
During the past DuPage/National IPA Agreement we were able to convert the majority of Public Agency agreement to the use of the National IPA Master Agreement. There are a few legacy agreements that will become available with the awarding of the agreement. Additionally, We have used the legacy in lieu of a formal response to several RFPs.
D. Acknowledge that your company agrees to provide its company/corporate logo(s) to National IPA and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of National IPA logo will require permission for reproduction, as well.
Canon Solutions America, Inc. intend to provide our logo for the purpose of commercially marketing our products and services in conjunction with National IPA's efforts within our standard logo use guidelines.
E. Supplier is responsible for proactive direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by National IPA. All sales materials are to use the National IPA logo. At a minimum, the Supplier’s sales initiatives should communicate:
i Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency
ii. Best government pricing
iii. No cost to participate
iv. Non-exclusive contract
Acknowledge and agreed.
Attachment E - National IPA Exhibit A
Canon Solutions America, Inc.
A Canon U.S.A. Company
F. Supplier is responsible for the training of its national sales force on the Master Agreement. At a minimum, sales training should include:
i. Key features of Master Agreement
ii. Working knowledge of the solicitation process
iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through National IPA
iv. Knowledge of benefits of the use of cooperative contracts Acknowledge and agreed.
G. Provide contact information for the person(s), who will be responsible for:
i. Marketing
ii. Sales
iii. Sales Support
iv. Financial Reporting
v. Contracts
Acknowledge and agreed.
H. Describe in detail how your company’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team.
Canon Solutions America, Inc. is a direct sales subsidiary of Canon U.S.A. Branches with over 150 offices in most major metropolitan areas throughout the U.S., which. continues to grow, providing sales, service and support of Canon’s document management technology. Canon Solutions America, Inc. continues to expand into cities where companies may benefit from working directly with a Canon U.S.A., Inc. sales subsidiary.
We have both dedicated vertical markets account executives and general territory representatives selling to the government and education markets. They are trained and are successful providing the Participating Agencies products and services using the County of DuPage’s Agreement through National IPA.
Presently, National IPA has the contact information for the highest-level executive in charge of the sales team.
I. Explain in detail how the sales teams will work with the National IPA team to implement, grow and service the national program.
Attachment E - National IPA Exhibit A
Canon Solutions America, Inc.
A Canon U.S.A. Company
Canon Solutions America, Inc. has had a very constructive relationship with National IPA. Every year we have grown the program and work on increasing the use of the agreement Initial Roll-Out: We will host an initial Strategy Meeting with National IPA. This meeting will consist of the Sales and Marketing leadership from both organizations. The intent of the meeting is to achieve a regional relationship between the two entities, and review and discuss the "Go to Market Strategy," and review the Marketing Strategy in general.
Zone VP Sales Meetings: With a new agreement, in September 2018, the Regional Directors (17) will meet with their respective National IPA Regional Managers. The meeting design is to discuss the Regions structure, meet the regional Sales Planning and Marketing staff, and identify market opportunities and Strategies.
Zone Sales Planning and Marketing Meetings: Hold meeting between National IPA Regional Managers and our respective Zone Sales Planning and Marketing staff members to review, plan and execute regional and local trade shows and conferences.
Key Branch Location Meeting: We will conduct Key Branch training and sales strategy meeting throughout the year with the National IPA Regional Managers. These meetings will be designed to increase the usage and results of the Master Agreement in the larger metropolitan markets in the United States.
J. Explain in detail how your organization will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account setup, etc.
Canon Solutions America will build on the past successes of managing the National IPA Master Agreement. Moving forward we will continue to focus on achieving the target revenue for this agreement. To that extent, we have added a marketing resource to oversee the marketing and communication related activities with the National IPA. On a national basis, we have aligned both government and education within one person’s responsibility. This individual is responsible for the development and execution of the National IPA Marketing Plan. Over the past two years we have build specific market knowledge resources for sharing with our clients. This work will continue to be used to support the Participating Agencies.
K. State the amount of your company’s Public Agency sales for the previous fiscal year.
Provide a list of your top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each.
Attachment E - National IPA Exhibit A
Canon Solutions America, Inc.
A Canon U.S.A. Company
We generated in excess of $100 million in Public Agency Sales for fiscal 2017. We will provide a list of our top 10 Public Agencies upon request in a non-public format.
L. Describe your company’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.
Presently, we are using a customized version of Oracle as our ERP system and are capable of managing all related data/details needed to support the national program.
M. Provide the Contract Sales (as defined in Section 10 of the National Intergovernmental Purchasing Alliance Company Administration Agreement) that your company will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”). $_______.00 in year one
$_______.00 in year two
$_______.00 in year three
To the extent Supplier guarantees minimum Contract Sales, the administration fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.
At the present time we will not be guaranteeing the sales revenue for the initial three years.
N. Even though it is anticipated that many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement.
i. Respond with Master Agreement pricing (Contract Sales reported to National IPA). ii. If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to National IPA under the Master Agreement.
iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to National IPA). iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal. Detail your strategies under these options when responding to a solicitation.
While we will utilize the National IPA as our primary go-to-market strategy, in no event shall we be liable for any fees to National IPA in the event that we bid or are awarded a contract with any entity Attachment E - National IPA Exhibit A
Canon Solutions America, Inc.
A Canon U.S.A. Company
not utilizing the National IPA pricing or the Master Agreement, nor shall such bid or award constitute a breach of this Agreement.
Pricing-Optional Products and Service
Canon Solutions America, Inc.
A Canon U.S.A. Company
Pricing-Optional Products and Service
Forms and Documents
Canon Solutions America, Inc.
A Canon U.S.A. Company
Forms and Documents
Proposal Form w Addenda Number Acknowledgement
Vendors Ethics Disclosure Statement
W9 Form
Offeror’s Subcontractor List
FEIN and Dun & Bradstreet Report
Illinois Certificate of Good Standing
Certificate of Liability Insurance
Original Equipment Manufacturer’s Certification Letter
Letter of Assignment
Warranty Information
The County of DuPage
Multi
-
Function
C
opier
D
evices and Service Solutions #18
-
020
-
LG
Page
36 of
39 PROPOSAL FORM
RFP
#
18 -
020
-
LG
Failure to complete this form shall result in your
p
roposal being deemed
non
-
responsive
and rejected without further evaluation
.
TO:
DUPAGE
COUNTY
:
The Undersigned hereby offers and agrees to furnish the goods and/or services in compliance with all terms, scope of work, conditions, specifications, and addenda in the Request for Proposal.
ADDENDA:
The undersigned has read, understands and is fully
cognizant of the Information to
offeror
s, Offer and Form of
Contract, all Exhibits thereto, together with any written addendum issued in connection with any of the above .
The undersigned hereby acknowledges receipt of the following addendum(s): _____, _____, _____, _____ (write “none” if none). In addition, the undersigned has completely and appropriately filled out all required forms.
OBLIGATION:
The undersigned, by submission of this Offer, hereby agrees to be obligated, if selected as the Vendor
, to
p
rovide the stated goods and/or services to the County, for the term as stated herein, and to enter into a Contract with the County, in accordance with the Conditions, Scope and Terms, as well as the Form of Contract, together with any written addendum as s
pecified above.
COMPLIANCE:
The undersigned hereby accepts all administrative requirements of the RFP and will be in compliance with such requirements. By submitting this Proposal Form, the
offeror
represents that
:
1) the
offeror
is in compliance with
any applicable ethics or anti
-
kickback provisions of the County’s Procurement Ordinance, and 2) if awarded a contract to operate the Concession or provide the Services required in the RFP, the offeror
will comply with the
ethics and
anti
-
kickback provisions of the Procurement Ordinance.
NONCOLLUSION:
The undersigned, by submission of this Proposal Form, hereby declares that this p
roposal is made without
collusion with any other business making any other Proposal, or which otherwise
would make a Proposal.
PERFORMANCE GUARANTEE:
The undersigned further agrees that if awarded the Agreement, it will submit to the County any required performance guarantee (i.e. irrevocable letter of credit or cash deposit).
SUBMITTAL REQUIREMENTS:
The
undersigned certifies it has attached a complete response to each of the submittal requirements listed in the Evaluation Criteria and Submittal Requirements section of this RFP.
1 2
3 4, 5
The County of DuPage
Multi
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Function
C
opier
D
evices and Service Solutions #18
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020
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LG
Page
34 of
39 OFFEROR ’S SUBCONTRACTORS
The County will consider wholly owned subsidiaries or independent dealers as a subcontractor.
FULL NAME OF OFFERO R :
CONTACT PERSON :
SUBCONTRACTORSUBCONTRACTORS :
A.
Will you employ
subcontractor
s
? ___________ ____________
(YES)
(NO)
B.
If "YES", identify with each firm's name, address, telephone number and work to be subcontracted:
COMPANY NAME:
ADDRESS:
CONTACT PERSON:
TELEPHONE NUMBER:
WORK TO BE PROVIDED:
COMPANY NAME:
ADDRESS:
CONTACT PERSON:
TELEPHONE NUMBER:
WORK TO BE PROVIDED:
COMPANY NAME:
ADDRESS:
Canon Solutions America, Inc.
Stacey Andersson, Major Account Executive
X
MDI
11230 Katherine's Crossing, Suite 300
Woodridge, IL 60517
Michael Stark
866.439.8060
Delivery, minor installation, and connectivity of the Canon units.
The County of DuPage
Multi-Function Copier Devices and Service Solutions #18-020-LG
CONTACT PERSON:
TELEPHONE NUMBER:
WORK TO BE PROVIDED:
COMPANY NAME:
ADDRESS:
CONTACT PERSON:
TELEPHONE NUMBER:
WORK TO BE PROVIDED:
The Vendor will not change or use subcontractor not identified in this proposal without prior written approval from the County of DuPage.
A request for a change in subcontractor shall be made in writing and will include a description of any savings that may be realized in the execution of this contract, and must be passed on to the County of DuPage.
FAILURE TO PROVIDE SUBCONTRACTORSUBCONTRACTORS MAY BE JUST CAUSE FOR REJECTION OF OFFEROR’S PROPOSAL.
Live Report : CANON SOLUTIONS AMERICA, INC.
D&B Address
Address One Canon Park
Melville, NY, US - 11747
Phone 631 330-5000
Fax
Location Type Headquarters
(Subsidiary)
Web www.usa.canon.com
Added to Portfolio: 09/17/2013
Last View Date: 06/23/2016
Endorsement : [email protected].
com
D-U-N-S® Number: 07-161-9878
Trade Names: (SUBSIDIARY OF CANON U.S.A., INC., MELVILLE, NY) - CANON USA INC - CORPORATE HEADQUARTERS Endorsement/Billing Reference: [email protected] Company Summary
Currency: Shown in USD unless otherwise indicated
Score Bar
Printed By: Steven Cohen
Date Printed: September 07, 2016
PAYDEX® 65 Paying 19 days past due
Commercial Credit Score Class 2 Low to Moderate Risk of severe payment delinquency.
Financial Stress Score Class 4 Moderate to High Risk of severe financial stress.
D&B Rating 1R4 1R indicates 10 or more Employees,
Credit appraisal of 4 is limited
Credit Limit - D&B Aggressive 900,000.00 Based on profiles of other similar companies.
Credit Limit - D&B Conservative 400,000.00 Based on profiles of other similar companies.
Bankruptcy Found No
D&B Company Overview
This is a headquarters (subsidiary) location
Branch(es) or Division(s) exist Y
Chief Executive YOROKU ADACHI,
CHB
Year Started 1971
Employees 6600 (125 Here)
Financing SECURED
SIC 7389
Line of business Business services
NAICS 561990
History Status CLEAR
Detailed Trade Risk Insight™
Days Beyond Terms Past 3 Months
4 Days
Dollar-weighted average of 11984 payment
experiences reported from 52 Companies
Recent Derogatory Events
Jun-16 Jul-16 Aug-16
Placed for Collection - - -
Bad Debt Written Off - 3 on
3 acct
6 on
6 acct
2016-09-07T09:01:57 EST 9:01 AM-Tech News
2016-09-06T19:20:15 EST 7:20 PM-In-plant
2016-09-06T10:42:27 EST 10:42 AM-TMC
2016-09-01T13:02:01 EST 1:02 PM-Cadalyst
2016-08-28T01:59:01 EST 1:59 AM-Cadalyst
2016-08-25T21:42:59 EST 9:42 PM-Stamford
2016-08-22T17:33:36 EST 5:33 PM-SIGN & Digital
2016-08-22T07:18:35 EST 7:18 AM-Muller Martini
2016-08-19T10:07:24 EST 10:07 AM-Rockford
2016-08-18T20:20:23 EST 8:20 PM-In-plant
2016-08-12T10:11:54 EST 10:11 AM-IT News Online
2016-08-08T13:42:13 EST 1:42 PM-Printing
2016-08-08T08:37:37 EST 8:37 AM-TMC
2016-08-05T13:01:36 EST 1:01 PM-OutputLinks
2016-08-02T09:06:12 EST 9:06 AM-Tech News
2016-07-27T13:01:45 EST 1:01 PM-OutputLinks
2016-07-27T11:22:32 EST 11:22 AM-Industry
2016-07-26T15:27:14 EST 3:27
2016-07-25T09:01:45 EST 9:01 AM-OutputLinks
2016-07-20T10:42:13 EST 10:42 AM-Printing
2016-07-20T02:50:48 EST 2:50
2016-07-19T13:53:42 EST 1:53 PM-Print Media
2016-07-19T10:11:54 EST 10:11 AM-IT News Online
2016-07-12T12:42:46 EST 12:42 PM-Printing
2016-07-08T13:44:20 EST 1:44 PM-Printing
FirstRain Company News
Canon Solutions America Announces Aleyant
Adding Value and Services to Help In-Plants
Canon Solutions America Announces
CAD Tech News (#49)
Canon Stresses Security with Latest PlotWave
nQueue and Canon Solutions America
Canon Solutions America Honored for
Books: Market Dynamics Taking Hold
Trekk Inc. honored for videos created for
Safeguard Your Large-Format Printing
Canon 2016 Analyst Summit Lays Out Plan To
Books: Market Dynamics Taking Hold
Canon Announces the Latest Version of
Luminaire Inaugural Innovation Award Winners
AlphaGraphics Brookfield Explores New
"Xplor at Graph Expo" Event Sponsored by
Kentucky School uses uniFLOW for unified
Canon Solutions, BCC Software Form Alliance
Strategic Relationship Opens New Efficiencies
Eric Hawkinson on Canon's Suprise Product at
Canon Solutions America and BCC Software
Canon Unleashes Print and Voyager at drupa
The Rise of Inkjet as Experienced by PCI
Canon Examines the Impact of G7 Process
Feeding 'The Connection' That Starts with
Corporate Linkage
Global Ultimate
Company City , Country D-U-N-S® NUMBER
CANON INC. OTA-KU , JAPAN 69-054-9662
Parent
Company City , State D-U-N-S® NUMBER
CANON U.S.A., INC. MELVILLE , New York 04-153-0692
Branches (Domestic)
2016-07-07T10:42:10 EST 10:42 AM-Printing
2016-07-01T19:10:17 EST 7:10 PM-In-plant
2016-06-30T10:42:29 EST 10:42 AM-Printing
2016-06-29T23:53:15 EST 11:53 PM-Target
2016-06-27T14:47:45 EST 2:47 PM-Desktop
2016-06-24T07:13:24 EST 7:13 AM-StockHouse
2016-06-22T14:42:23 EST 2:42 PM-Printing
2016-06-22T10:22:48 EST 10:22 AM-Industry
2016-06-15T08:44:06 EST 8:44 AM-GlobeNewswire
Inkjet: In The Mainstream
Guess Who Added a Cut-Sheet Inkjet Press
Finish with a Flourish: Fundamentals of Digital
Direct Marketing: Getting the Media Mix Right
Canon Solutions America Outlines Commercial
Canon Solutions America Supports the Fifth
Education Goes a Long Way
Canon Outlines Possibilities of Dimensional
DMS ink Elevates its Inkjet Capabilities with
Powered by FirstRain
Public Filings
The following data includes both open and closed filings found in D&B's database on this company.
Record Type Number of
Records
Most Recent
Filing Date
Bankruptcies 0 -
Judgments 0 -
Liens 9 08/19/15
Suits 1 10/13/11
UCCs 22 07/08/14
The public record items contained herein may have been
paid, terminated, vacated or released prior to todays date.
Company City , State D-U-N-S® NUMBER
CANON SOLUTIONS AMERICA, INC. HINSDALE , Illinois 00-233-0889 CANON SOLUTIONS AMERICA, INC. LOS ANGELES , California 00-270-2863 CANON SOLUTIONS AMERICA, INC. SALT LAKE CITY , Utah 00-381-9328 CANON SOLUTIONS AMERICA, INC. PARAMUS , New Jersey 00-814-1384 CANON SOLUTIONS AMERICA, INC. NEW HYDE PARK , New York 00-861-5895 CANON SOLUTIONS AMERICA, INC. CHICAGO , Illinois 01-743-2522 CANON SOLUTIONS AMERICA, INC. CHICAGO , Illinois 01-937-0209 CANON SOLUTIONS AMERICA, INC. BOCA RATON , Florida 02-087-3522 CANON SOLUTIONS AMERICA, INC. MILFORD , Connecticut 02-210-9578 CANON SOLUTIONS AMERICA, INC. ENGLEWOOD , Colorado 02-683-9576 CANON SOLUTIONS AMERICA, INC. ITASCA , Illinois 02-765-6805 CANON SOLUTIONS AMERICA, INC. BEAVERTON , Oregon 03-445-4905 CANON SOLUTIONS AMERICA, INC. TOPEKA , Kansas 03-757-7793 CANON SOLUTIONS AMERICA, INC. AGOURA HILLS , California 04-227-5516 CANON SOLUTIONS AMERICA, INC. SAN DIEGO , California 04-891-8432 CANON SOLUTIONS AMERICA, INC. ALEXANDRIA , Virginia 04-915-2379 CANON SOLUTIONS AMERICA, INC. PORTLAND , Maine 05-535-7516 CANON SOLUTIONS AMERICA, INC. NOVI , Michigan 06-792-9690 CANON SOLUTIONS AMERICA, INC. ITASCA , Illinois 06-724-0148 CANON SOLUTIONS AMERICA, INC. WOODCLIFF LAKE , New Jersey 07-103-5302 CANON SOLUTIONS AMERICA, INC. SPARKS , Nevada 07-541-8736 CANON SOLUTIONS AMERICA, INC. WAYCROSS , Georgia 09-873-8813 CANON SOLUTIONS AMERICA, INC. RIDGELAND , Mississippi 36-287-2629 CANON SOLUTIONS AMERICA, INC. LEWISTON , Idaho 10-313-4388 CANON SOLUTIONS AMERICA, INC. LOCKBOURNE , Ohio 10-488-4346 This list is limited to the first 25 branches.
For the complete list, Please logon to DNBi and view the Dynamic Family Tree Information.
Affiliates (Domestic)
Company City , State D-U-N-S® NUMBER
CANON FINANCIAL SERVICES, INC. MOUNT LAUREL , New Jersey 02-197-4928 CANON BUSINESS SOLUTIONS-WEST, INC. GARDENA , California 07-227-3220 CANON INFORMATION TECHNOLOGY SERVICES, INC. CHESAPEAKE , Virginia 12-648-7508 CANON VIRGINIA INC NEWPORT NEWS , Virginia 15-324-7531
CANON U.S. LIFE SCIENCES, INC. ROCKVILLE , Maryland 17-961-4149 CANON BUSINESS PROCESS SERVICES, INC. NEW YORK , New York 78-689-8726 VIRTUAL IMAGING, INC. BOCA RATON , Florida 88-477-4951
OCE GOVERNMENT SERVICES, INC SPRINGFIELD , Virginia 83-222-5382 CANON BIOMEDICAL, INC. MELVILLE , New York 07-999-9773
Affiliates (International)
Company City , Country D-U-N-S® NUMBER
Canon Canada Inc MISSISSAUGA , CANADA 20-770-1541
Canon Panama, S.A. PANAMA CITY , PANAMA 85-368-4447
Canon do Brasil Industria e Comercio Ltda. SAO PAULO , BRAZIL 89-751-2224 CANON ARGENTINA S.A. Ciudad de Buenos Aires ,
ARGENTINA
97-019-6895
Viability Score
Compared to All US Businesses within the D&B Database:
Portfolio Comparison
Compared to All US Businesses within the same MODEL SEGMENT:
Data Depth Indicator
Data Depth Indicator:
Company Profile
Company City , Country D-U-N-S® NUMBER
Predictive Scores
Currency: Shown in USD unless otherwise indicated
D&B Viability Rating Summary
The D&B Viability Rating uses D&B's proprietary analytics to compare the most predictive business risk indicators and deliver a highly reliable assessment of the probability that a company will go out of business, become dormant/inactive, or file for bankruptcy/insolvency within the next 12 months. The D&B Viability Rating is made up of 4 components:
Lowest Risk:1 Highest Risk:9
• Level of Risk:Low Risk
• Businesses ranked 3 have a probability of becoming no longer viable:3 % • Percentage of businesses ranked 3:15 %
• Across all US businesses, the average probability of becoming no longer viable:14 % Lowest Risk:1 Highest Risk:9
• Model Segment :Established Trade Payments
• Level of Risk:Low Risk
• Businesses ranked 3 within this model segment have a probability of becoming no longer viable:3 % • Percentage of businesses ranked 3 with this model segment:11 % • Within this model segment, the average probability of becoming no longer viable:5 % Predictive Data:A Descriptive Data:G
Rich Firmographics
Extensive Commercial Trading Activity
Basic Financial Attributes
Greater data depth can increase the precision of the D&B Viability Rating assessment.
Subsidiary
Financial Stress Class : 4
Credit Capacity Summary
This credit rating was assigned because of D&B's assessment of the company's creditworthiness. For more information, see the D&B Rating Key
D&B Rating : 1R4 Number of employees: 1R indicates 10 or more employees Composite credit appraisal: 4 is limited
The 1R and 2R ratings categories reflect company size based on the total number of employees for the business. They are assigned to business files that do not contain a current financial statement. In 1R and 2R Ratings, the 2, 3, or 4 creditworthiness indicator is based on analysis by D&B of public filings, trade payments, business age and other important factors. 2 is the highest Composite Credit Appraisal a company not supplying D&B with current financial information can receive.
Below is an overview of the companys
rating history since 02-22-1997
D&B Rating Date Applied
1R4 03-17-2014
1R3 09-01-2011
1R4 07-12-2011
1R3 11-30-2004
1R4 12-31-2001
1R3 12-04-2001
1R4 12-21-2000
1R3 05-13-1998
1R4 04-08-1997
1R3 02-22-1997
Number of Employees
Total: 6,600 (125 here)
Payment Activity: (based on 397
experiences)
Average High Credit: 17,887
Highest Credit: 1,000,000
Total Highest Credit: 5,535,300
D&B Credit Limit Recommendation
Conservative credit Limit 400,000
Aggressive credit Limit: 900,000
Risk category for this business : LOW
The Credit Limit Recommendation (CLR) is intended to serve as a directional benchmark for all businesses within the same line of business or industry, and is not calculated based on any individual business. Thus, the CLR is intended to help guide the credit limit decision, and must be balanced in combination with other elements which reflect the individual company's size, financial strength, payment history, and credit worthiness, all of which can be derived from D&B reports.
Risk is assessed using D&Bs scoring methodology and is one factor used to create the recommended limits. See Help for details.
Financial Stress Class Summary
The Financial Stress Score predicts the likelihood of a firm ceasing business without paying all creditors in full, or reorganization or obtaining relief from creditors under state/federal law over the next 12 months. Scores were calculated using a statistically valid model derived from D&Bs extensive data files.
The Financial Stress Class of 4 for this company shows that firms with this class had a failure rate of 0.84% (84 per 10,000), which is 1.75 times higher than the average of businesses in D & B's database.
Moderately higher than average risk of severe financial stress, such as a bankruptcy or going out of business with unpaid debt, over the next 12 months.
Probability of Failure:
Risk of Severe Financial Stress for Businesses with this Class: 0.84 % (84 per 10,000) Financial Stress National Percentile : 24 (Highest Risk: 1; Lowest Risk: 100) Financial Stress Score : 1423 (Highest Risk: 1,001; Lowest Risk: 1,875) Average Risk of Severe Financial Stress for Businesses in D&B database:0.48 % ( 48 per 10,000) (Lowest Risk:1; Highest Risk:5)
Credit Score Class : 2
The Financial Stress Class of this business is based on the following factors:
Composite credit appraisal is rated limited.
Low proportion of satisfactory payment experiences to total payment experiences.
UCC Filings reported.
High proportion of slow payment experiences to total number of payment experiences.
High proportion of past due balances to total amount owing.
High number of inquiries to D & B over last 12 months.
Notes:
The Financial Stress Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience financial stress.
The Probability of Failure shows the percentage of firms in a given Class that discontinued operations over the past year with loss to creditors. The Probability of Failure - National Average represents the national failure rate and is provided for comparative purposes.
The Financial Stress National Percentile reflects the relative ranking of a company among all scorable companies in D&Bs file.
The Financial Stress Score offers a more precise measure of the level of risk than the Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance.
Norms National
%
This Business 24
Region: MIDDLE ATLANTIC 44
Industry: BUSINESS, LEGAL AND ENGINEERING
SERVICES 52
Employee range: 500+ 61
Years in Business: 26+ 77
This Business has a Financial Stress Percentile that shows:
• Higher risk than other companies in the same region.
• Higher risk than other companies in the same industry. • Higher risk than other companies in the same employee size range. • Higher risk than other companies with a comparable number of years in business.
Credit Score Summary
The Commercial Credit Score (CCS) predicts the likelihood of a business paying its bills in a severely delinquent manner (91 days or more past terms).
The Credit Score class of 2 for this company shows that 2.5% of firms with this class paid one or more bills severely delinquent, which is lower than the average of businesses in D & B's database.
Incidence of Delinquent Payment
Among Companies with this Classification: 2.50 %
Average compared to businesses in D&Bs database: 10.20 % Credit Score Percentile : 83 (Highest Risk: 1; Lowest Risk: 100) Credit Score : 559 (Highest Risk: 101; Lowest Risk:670) The Credit Score Class of this business is based on the following factors:
Higher risk industry based on delinquency rates for this industry Proportion of past due balances to total amount owing
Evidence of open suits and liens
Proportion of slow payments in recent months
Notes:
The Commercial Credit Score Risk Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience severe delinquency.
The Incidence of Delinquent Payment is the percentage of companies with this classification that were reported 91 days past due or more by creditors. The calculation of this value is based on D&B's trade payment database.
The Commercial Credit Score percentile reflects the relative ranking of a firm among all scorable companies in D&B's file.
The Commercial Credit Score offers a more precise measure of the level of risk than the Risk Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance.
Lowest Risk:1;Highest Risk :5
D&B PAYDEX® : 65
3-Month D&B PAYDEX® : 65
Norms National %
This Business 83
Region: MIDDLE ATLANTIC 51
Industry: BUSINESS, LEGAL AND
ENGINEERING SERVICES 43
Employee range: 500-38527 84
Years in Business: 26+ 85
This business has a Credit Score Percentile that shows:
• Lower risk than other companies in the same region.
• Lower risk than other companies in the same industry. • Higher risk than other companies in the same employee size range. • Higher risk than other companies with a comparable number of years in business.
Trade Payments
Currency: Shown in USD unless otherwise indicated
D&B PAYDEX®
The D&B PAYDEX is a unique, weighted indicator of payment performance based on payment experiences as reported to D&B by trade references.
Learn more about the D&B PAYDEX
Timeliness of historical payments for this company.
Current PAYDEX is 65 Equal to 19 days beyond terms ( Pays more slowly than the average for its industry of 6 days beyond terms ) Industry Median is 76 Equal to 6 days beyond terms
Payment Trend currently is Unchanged, compared to payments three months ago Indications of slowness can be the result of dispute over merchandise, skipped invoices etc. Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed.
Total payment Experiences in D&Bs File (HQ) 397
Payments Within Terms (not weighted) 76 %
Trade Experiences with Slow or Negative Payments(%) 30.73% Total Placed For Collection 1
High Credit Average 17,887
Largest High Credit 1,000,000
Highest Now Owing 1,000,000
Highest Past Due 700,000
When weighted by amount, payments to suppliers average 19 days beyond terms Based on payments collected over last 3 months.
When weighted by amount, payments to suppliers average 19 days beyond terms D&B PAYDEX® Comparison
(Lowest Risk:100; Highest Risk:1)
(Lowest Risk:100; Highest Risk:1)
50%
80%
67%
72%
69%
69%
Current Year
PAYDEX® of this Business compared to the Primary Industry from each of the last four quarters. The Primary Industry is Business services , based on SIC code 7389 .
Shows the trend in D&B PAYDEX scoring over the past 12 months. 10/15 11/15 12/15 1/16 2/16 3/16 4/16 5/16 6/16 7/16 8/16 9/16 This Business 74 74 74 74 75 67 68 69 67 69 65 65
Industry Quartiles
Upper . . 80 . . 80 . . 80 . . .
Median . . 76 . . 76 . . 76 . . .
Lower . . 68 . . 68 . . 68 . . .
Current PAYDEX for this Business is 65 , or equal to 19 days beyond terms The 12-month high is 75 , or equal to 8 DAYS BEYOND terms The 12-month low is 65 , or equal to 19 DAYS BEYOND terms Previous Year
Shows PAYDEX of this Business compared to the Primary Industry from each of the last four quarters. The Primary Industry is Business services , based on SIC code 7389 .
Previous Year 09/14
Q3'14
12/14
Q4'14
03/15
Q1'15
06/15
Q2'15
This Business UN 74 74 74
Industry Quartiles
Upper 80 80 80 80
Median 76 76 76 76
Lower 68 68 69 68
Based on payments collected over the last 4 quarters.
Current PAYDEX for this Business is 65 , or equal to 19 days beyond terms The present industry median Score is 76 , or equal to 6 days beyond terms Industry upper quartile represents the performance of the payers in the 75th percentile Industry lower quartile represents the performance of the payers in the 25th percentile Payment Habits
For all payment experiences within a given amount of credit extended, shows the percent that this Business paid within terms. Provides number of experiences to calculate the percentage, and the total credit value of the credit extended. $ Credit Extended # Payment Experiences Total Amount % of Payments Within Terms Over 100,000 9 3,550,000
50,000-100,000 9 570,000
15,000-49,999 30 750,000
5,000-14,999 54 355,000
1,000-4,999 72 127,500
Under 1,000 127 31,600
Based on payments collected over last 24 months.
All Payment experiences reflect how bills are paid in relation to the terms granted. In some instances, payment beyond terms can be the result of disputes over merchandise, skipped invoices etc.
Payment Summary
• There are 397 payment experience(s) in D&Bs file for the most recent 24 months, with 180 experience(s) reported during the last three month period.
• The highest Now Owes on file is 1,000,000 . The highest Past Due on file is 700,000 Below is an overview of the companys currency-weighted payments, segmented by its suppliers primary industries:
Total
Revd
(#)
Total
Amts Largest High
Credit
Within
Terms
(%)
Days Slow
<31 31-60 61-90 90>
(%) (%)
Top Industries
Public finance 82 126,950 30,000 97 3 0 0 0
Telephone communictns 39 1,181,350 700,000 97 3 0 0 0
Executive office 24 12,450 5,000 100 0 0 0 0
Nonclassified 23 1,193,400 1,000,000 8 87 5 0 0
Electric services 16 67,400 55,000 96 4 0 0 0
Help supply service 13 236,000 100,000 54 23 5 16 2
Trucking non-local 11 57,600 35,000 43 46 7 0 4
Misc equipment rental 9 56,000 30,000 46 54 0 0 0
Misc business service 8 214,500 100,000 89 9 2 0 0
Mfg computers 6 236,000 200,000 14 84 0 0 2
Radiotelephone commun 6 48,600 35,000 63 37 0 0 0
Ret misc merchandise 5 20,700 15,000 52 12 0 0 36
Short-trm busn credit 5 47,750 15,000 100 0 0 0 0
Whol office supplies 4 1,095,000 1,000,000 52 1 47 0 0
Whol nondurable goods 4 110,000 100,000 54 1 45 0 0
Whol computers/softwr 4 116,100 100,000 100 0 0 0 0
Whol service paper 4 81,500 80,000 100 0 0 0 0
Ret stationery 4 47,850 40,000 42 8 0 0 50
Whol electrical equip 4 6,100 5,000 100 0 0 0 0
Misc publishing 4 1,000 750 20 5 0 0 75
Truck rental/leasing 3 95,300 95,000 100 0 0 0 0
Whol printing paper 3 20,250 15,000 99 0 0 1 0
Detective/guard svcs 3 13,250 7,500 75 19 0 0 6
Mfg misc office eqpt 3 4,000 2,500 0 38 0 0 62
Police protection 3 1,300 1,000 100 0 0 0 0
Passenger car rental 2 57,500 50,000 93 7 0 0 0
Whol industrial equip 2 5,050 5,000 0 50 0 0 50
Paper mill 2 6,000 5,000 100 0 0 0 0
Whol electronic parts 2 2,600 2,500 100 0 0 0 0
Management consulting 1 60,000 60,000 50 50 0 0 0
Data processing svcs 1 55,000 55,000 0 100 0 0 0
Employment agency 1 45,000 45,000 100 0 0 0 0
Whol durable goods 1 25,000 25,000 50 50 0 0 0
Whol heating/ac equip 1 10,000 10,000 50 0 50 0 0
Whol groceries 1 7,500 7,500 100 0 0 0 0
Mfg environment cntrl 1 7,500 7,500 100 0 0 0 0
Operative builders 1 2,500 2,500 0 0 0 0 100
Admin public health 1 2,500 2,500 100 0 0 0 0
Mfg refrig/heat equip 1 1,000 1,000 0 0 0 0 100
State commercial bank 1 1,000 1,000 0 100 0 0 0
Gravure printing 1 1,000 1,000 100 0 0 0 0
Newspaper-print/publ 1 1,000 1,000 100 0 0 0 0
Whol office equipment 1 750 750 0 50 0 0 50
Mfg plastic sheet/flm 1 750 750 0 100 0 0 0
Whol chemicals 1 500 500 100 0 0 0 0
Industrial launderer 1 250 250 50 50 0 0 0
Mfg photograph equip 1 250 250 0 100 0 0 0
Mfg glass products 1 250 250 0 100 0 0 0
Mfg roasted coffee 1 250 250 100 0 0 0 0
Ret auto supplies 1 250 250 100 0 0 0 0
Ret mail-order house 1 100 100 50 0 0 0 50
General auto repair 1 50 50 0 0 50 0 50
Federal savings bank 1 50 50 50 50 0 0 0
Lithographic printing 1 50 50 100 0 0 0 0
Investment advice 1 50 50 0 100 0 0 0
Personal credit 1 50 50 100 0 0 0 0
Misc business credit 1 0 0 0 0 0 0 0
Other payment categories
Cash experiences 52 12,000 2,500
Payment record unknown 13 111,450 100,000
Unfavorable comments 5 27,750 15,000
Placed for collections 1 N/A 0
Total in D&B's file 397 5,535,300 1,000,000
Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed.
Indications of slowness can be result of dispute over merchandise, skipped invoices etc.
Detailed payment history for this company
Date
Reported
(mm/yy)
Paying Record High Credit Now Owes Past Due Selling
Terms
Last Sale
Within
(month)
08/16 Ppt 2,500 0 1 mo
Ppt 5,000 0 1 mo
Ppt 10,000 0 1 mo
Ppt 2,500 0 1 mo
Ppt 100,000 2,500 100 1 mo
Ppt 15,000 10,000 0 1 mo
Ppt 10,000 7,500 0 1 mo
Ppt 7,500 2,500 0 1 mo
Ppt 5,000 2,500 0 N30 1 mo
Ppt 5,000 0 0 2-3 mos
Ppt 2,500 50 0 1 mo
Ppt 2,500 2,500 0 N30 1 mo
Ppt 1,000 50 0 N30 1 mo
Ppt 1,000 0 0 6-12 mos
Ppt 750 750 0 1 mo
Ppt 500 0 0 1 mo
Ppt 500 100 0 1 mo
Ppt 250 100 0 1 mo
Ppt 100 0 0 6-12 mos
Ppt 100 0 0 N30 6-12 mos
Ppt 0 0 0 N30 6-12 mos
Ppt-Slow 30 35,000 10,000 0 1 mo
Ppt-Slow 30 7,500 5,000 5,000 1 mo
Ppt-Slow 30 5,000 0 0 1 mo
Ppt-Slow 30 100 0 0 N30 4-5 mos
Ppt-Slow 60 10,000 5,000 1,000 1 mo
Ppt-Slow 90+ 15,000 1,000 0 1 mo
Slow 30 2,500 2,500 2,500 N30 1 mo
Slow 30-60 5,000 5,000 5,000 1 mo
Slow 30-60 2,500 2,500 2,500 1 mo
Slow 90+ 2,500 2,500 2,500 6-12 mos
Slow 30-120 7,500 2,500 2,500 1 mo
Slow 60-120 250 100 100 1 mo
Slow 120 100 0 0 N30 6-12 mos
(035) Bad debt . 2,500 2,500 6-12 mos
(036) Bad debt . 750 750 6-12 mos
(037) Bad debt . 250 250 6-12 mos
(038) Bad debt . 2,500 50 50 2-3 mos
(039) Satisfactory . 1,000 0 0 1 mo
07/16 Ppt 0 0 6-12 mos
Ppt 95,000 0 0 6-12 mos
Ppt 45,000 15,000 0 N30 1 mo
Ppt 7,500 7,500 0 1 mo
Ppt 5,000 2,500 0 1 mo
Ppt 2,500 0 0 1 mo
Ppt 2,500 0 0 4-5 mos
Ppt 1,000 0 0 2-3 mos
Ppt 1,000 0 0 2-3 mos
Ppt 1,000 500 0 1 mo
Ppt 1,000 1,000 0 1 mo
Ppt 750 250 0
Ppt 750 750 0 1 mo
Ppt 750 500 0 1 mo
Ppt 750 0 0 6-12 mos
Ppt 500 0 0 2-3 mos
Ppt 100 0 0 4-5 mos
Ppt 100 100 0 1 mo
Ppt 50 0 0 6-12 mos
Ppt 50 0 0 6-12 mos
Ppt 50 0 0 6-12 mos
Ppt 50 0 0 6-12 mos
Ppt-Slow 30 100,000 50,000 7,500 1 mo
Ppt-Slow 30 1,000 50 50 2-3 mos
Ppt-Slow 30 50 0 0 1 mo
Ppt-Slow 90+ 2,500 2,500 2,500 6-12 mos
Slow 15-30 20,000 10,000 5,000 1 mo
Slow 60 500 0 0 4-5 mos
(068) Bad debt . 2,500 500 0 1 mo
06/16 Ppt 1 mo
Ppt 2,500 1 mo
Ppt 2,500 1 mo
Ppt 1,000 0 0 6-12 mos
Ppt 1,000 1 mo
Ppt 750 750 0 1 mo
Ppt 500 1 mo
Ppt 250 1 mo
Ppt 100 1 mo
Ppt 50 1 mo
05/16 Ppt 2,500 1 mo
Ppt 100 0 0 6-12 mos
Payments Detail Key: red - 30 or more days beyond terms Payment experiences reflect how bills are paid in relation to the terms granted. In some instances payment beyond terms can be the result of disputes over merchandise, skipped invoices, etc. Each experience shown is from a separate supplier. Updated trade experiences replace those previously reported.
Public Filings
Currency: Shown in USD unless otherwise indicated
Summary
The following data includes both open and closed filings found in D&B's database on this company.
Record Type # of Records Most Recent Filing Date
Bankruptcy Proceedings 0 -
Judgments 0 -
Liens 9 08/19/15
Suits 1 10/13/11
UCCs 22 07/08/14
The following Public Filing data is for information purposes only and is not the official record. Certified copies can only be obtained from the official source.
Liens
A lien holder can file the same lien in more than one filing location. The appearance of multiple liens filed by the same lien holder against a debtor may be indicative of such an occurrence.
Amount 6,578 ( (LANE TRANSIT DISTRICT) )
Status Open
CASE NO. 2015 71180
Type State Tax
Filed By STATE OF OR
Against CANON SOLUTIONS AMERICA INC.
Where Filed WASHINGTON COUNTY RECORDERS OFFICE, HILLSBORO, OR Date Status Attained 08/19/15
Date Filed 08/19/15
Latest Info Received 09/09/15
Amount 215 ( Withholding )
Status Open
CASE NO. 2015 71181
Type State Tax
Filed By STATE OF OR
Against CANON SOLUTIONS AMERICA INC.
Where Filed WASHINGTON COUNTY RECORDERS OFFICE, HILLSBORO, OR Date Status Attained 08/19/15
Date Filed 08/19/15
Latest Info Received 09/09/15
Amount 15,645 ( (LANE TRANSIT DISTRICT) )
Status Open
CASE NO. 2015 71182
Type State Tax
Filed By STATE OF OR
Against CANON SOLUTIONS AMERICA INC.
Where Filed WASHINGTON COUNTY RECORDERS OFFICE, HILLSBORO, OR Date Status Attained 08/19/15
Date Filed 08/19/15
Latest Info Received 09/09/15
Amount 1,842
Status Open
CASE NO. 20150106656
Type State Tax
Filed By COLO ST REVENUE
Against CANON SOLUTIONS AM INC
Where Filed DENVER COUNTY RECORDER OF DEEDS, DENVER, CO Date Status Attained 07/31/15
Date Filed 07/31/15
Latest Info Received 08/12/15
Status Open
DOCKET NO. 15-0075971
Type State Tax
Filed By STATE OF ALABAMA
Against OCE NORTH AMERICA INC, TRUMBULL, CT
Where Filed SECRETARY OF STATE/UCC DIVISION, MONTGOMERY, AL Date Status Attained 02/17/15
Date Filed 02/17/15
Latest Info Received 02/22/15
Amount 188,480
Status Open
CASE NO. J14000598770
Type Judgment lien
Filed By STATE OF FLORIDA, DEPARTMENT OF REVENUE
Against CANON SOLUTIONS AMERICA INC, BURLINGTON, NJ
Where Filed SECRETARY OF STATE/UCC DIVISION, TALLAHASSEE, FL Date Status Attained 05/09/14
Date Filed 05/09/14
Latest Info Received 09/04/14
Amount 188,480
Status Terminated
CASE NO. J15000183844
Type Judgment lien
Filed By STATE OF FLORIDA, DEPARTMENT OF REVENUE
Against CANON SOLUTIONS AMERICA INC, BURLINGTON, NJ
Where Filed SECRETARY OF STATE/UCC DIVISION, TALLAHASSEE, FL Date Status Attained 02/05/15
Date Filed 05/09/14
Latest Info Received 04/27/15
Amount 22,071
Status Open
DOCKET NO. 201300024031
Type State Tax
Filed By COMMONWEALTH OF PA DEPARTMENT OF REVENUE
Against OCE IMAGISTICS, 17 19 TRUMBULL, CT
Where Filed ALLEGHENY COUNTY PROTHONOTARY, PITTSBURGH, PA Date Status Attained 12/19/13
Date Filed 12/19/13
Latest Info Received 12/20/13
Amount 8,942
Status Released
DOCKET NO. 116918887
Type State Tax
Filed By WORKFORCE SER
Against CANON BUSINESS SOLUTIONS, NEW YORK, NY
Where Filed SALT LAKE COUNTY 3RD DISTRICT COURT, SALT LAKE CITY, UT Date Status Attained 09/27/11
Date Filed 06/06/11
Latest Info Received 10/14/11
Suits
Suit Amount 1,516
Status Pending
CASE NO. CSM11838880
Plaintiff CATAPULT ADVISORS LLC
Defendant CANON BUSINESS SOLUTIONS INC., SAN FRANCISCO, CA Cause UNFAIR BUSINESS PRACTICE
Where filed SAN FRANCISCO COUNTY SMALL CLAIMS COURT, SAN FRANCISCO, CA Date status attained 10/13/11
Date filed 10/13/11
Latest Info Received 10/21/11
If it is indicated that there are defendants other than the report subject, the lawsuit may be an action to clear title to property and does not necessarily imply a claim for money against the subject.
UCC Filings
Collateral Negotiable instruments including proceeds and products - Inventory including proceeds and products - Account(s) including proceeds and products - Chattel paper including proceeds and products - and OTHERS
Type Amendment
Sec. Party IBM CREDIT LLC
Debtor CANON BUSINESS SOLUTIONS, INC.
Filing No. 1201230045950
Filed With SECRETARY OF STATE/UCC DIVISION, ALBANY, NY
Date Filed 2012-01-23
Latest Info Received 01/31/12
Original UCC Filed Date 2010-01-05
Original Filing No. 1001055009313
Type Amendment
Sec. Party IBM CREDIT LLC
Debtor CANON SOLUTIONS AMERICA, INC.
Filing No. 1404015325395
Filed With SECRETARY OF STATE/UCC DIVISION, ALBANY, NY
Date Filed 2014-04-01
Latest Info Received 04/14/14
Original UCC Filed Date 2010-01-05
Original Filing No. 1001055009313
Collateral Account(s) and proceeds - Chattel paper and proceeds - General intangibles(s) and proceeds - Leased Business machinery/equipment and proceeds - and OTHERS
Type Original
Sec. Party PNC EQUIPMENT FINANCE, LLC, CINCINNATI, OH
Debtor CANON BUSINESS SOLUTIONS, INC. and OTHERS
Filing No. 1405020238933
Filed With SECRETARY OF STATE/UCC DIVISION, ALBANY, NY
Date Filed 2014-05-02
Latest Info Received 05/10/14
Collateral Business machinery/equipment
Type Amendment
Sec. Party EQUITY RESOURCE GROUP, INC., LITTLE ROCK, AR Debtor OCE IMAGISTICS, INC., TRUMBULL, CT
Filing No. 40000072299427
Filed With SECRETARY OF STATE/UCC DIVISION, LITTLE ROCK, AR Date Filed 2013-07-09
Latest Info Received 07/11/13
Original UCC Filed Date 2012-08-02
Original Filing No. 40000054704589
Type Amendment
Sec. Party EQUITY RESOURCE GROUP, INC., LITTLE ROCK, AR Debtor OCE IMAGISTICS, INC., TRUMBULL, CT
Filing No. 40000073845960
Filed With SECRETARY OF STATE/UCC DIVISION, LITTLE ROCK, AR Date Filed 2013-08-06
Latest Info Received 08/07/13
Original UCC Filed Date 2012-08-02
Original Filing No. 40000054704589
Collateral Business machinery/equipment
Type Amendment
Sec. Party EQUITY RESOURCE GROUP, INC., LITTLE ROCK, AR Debtor OCE IMAGISTICS, INC., TRUMBULL, CT
Filing No. 40000075233529
Filed With SECRETARY OF STATE/UCC DIVISION, LITTLE ROCK, AR Date Filed 2013-08-31
Latest Info Received 09/01/13
Original UCC Filed Date 2012-08-02
Original Filing No. 40000054704589
Collateral Business machinery/equipment
Type Amendment
Sec. Party EQUITY RESOURCE GROUP, INC., LITTLE ROCK, AR Debtor OCE IMAGISTICS, INC., TRUMBULL, CT
Filing No. 40000077078457
Filed With SECRETARY OF STATE/UCC DIVISION, LITTLE ROCK, AR Date Filed 2013-10-04
Latest Info Received 10/05/13
Original UCC Filed Date 2012-08-02
Original Filing No. 40000054704589
Collateral Business machinery/equipment
Type Amendment
Sec. Party EQUITY RESOURCE GROUP, INC., LITTLE ROCK, AR Debtor OCE IMAGISTICS, INC., TRUMBULL, CT
Filing No. 40000081061070
Filed With SECRETARY OF STATE/UCC DIVISION, LITTLE ROCK, AR Date Filed 2013-12-27
Latest Info Received 12/31/13
Original UCC Filed Date 2012-08-02
Original Filing No. 40000054704589
Collateral Business machinery/equipment
Type Amendment
Sec. Party EQUITY RESOURCE GROUP, INC., LITTLE ROCK, AR Debtor OCE IMAGISTICS, INC., TRUMBULL, CT
Filing No. 40000083451419
Filed With SECRETARY OF STATE/UCC DIVISION, LITTLE ROCK, AR Date Filed 2014-02-12
Latest Info Received 02/18/14
Original UCC Filed Date 2012-08-02
Original Filing No. 40000054704589
Collateral Business machinery/equipment
Type Amendment
Sec. Party EQUITY RESOURCE GROUP, INC., LITTLE ROCK, AR Debtor OCE IMAGISTICS, INC., TRUMBULL, CT
Filing No. 40000083574758
Filed With SECRETARY OF STATE/UCC DIVISION, LITTLE ROCK, AR Date Filed 2014-02-14
Latest Info Received 02/18/14
Original UCC Filed Date 2012-08-02
Original Filing No. 40000054704589
Collateral Computer equipment
Type Original
Sec. Party MITSUBISHI IMAGING (MPM), INC., RYE, NY
Debtor CANON BUSINESS SOLUTIONS WEST, GARDENA, CA
Filing No. 067056540598
Filed With SECRETARY OF STATE/UCC DIVISION, SACRAMENTO, CA Date Filed 2006-01-24
Latest Info Received 02/07/06
Collateral Leased Equipment and proceeds
Type Original
Sec. Party OCE FINANCIAL SERVICES, INC., CHICAGO, IL
Debtor CANON BUSINESS SOLUTIONS-EAST, INC.
Filing No. 25609929
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2010-04-23
Latest Info Received 07/07/10
Collateral Leased Computer equipment and proceeds
Type Original
Sec. Party DELL FINANCIAL SERVICES, L.P., AUSTIN, TX
Debtor CANON BUSINESS SOLUTIONS, INC.
Filing No. 0802225188693
Filed With SECRETARY OF STATE/UCC DIVISION, ALBANY, NY
Date Filed 2008-02-22
Latest Info Received 03/05/08
Collateral Leased Computer equipment and proceeds
Type Original
Sec. Party DELL FINANCIAL SERVICES L.P., AUSTIN, TX
Debtor CANON BUSINESS SOLUTIONS-EAST, INC
Filing No. 0705155492801
Filed With SECRETARY OF STATE/UCC DIVISION, ALBANY, NY
Date Filed 2007-05-15
Latest Info Received 05/22/07
Collateral Leased Computer equipment and proceeds
Type Original
Sec. Party DELL FINANCIAL SERVICES L.P., AUSTIN, TX
Debtor CANON BUSINESS SOLUTIONS - EAST, INC.
Filing No. 2007 1613719
Filed With SECRETARY OF STATE/UCC DIVISION, DOVER, DE
Date Filed 2007-04-30
Latest Info Received 06/12/07
Collateral Leased Computer equipment and proceeds
Type Original
Sec. Party DELL FINANCIAL SERVICES L.P., AUSTIN, TX
Debtor CANON BUSINESS SOLUTIONS-EAST, INC
Filing No. 0606085563605
Filed With SECRETARY OF STATE/UCC DIVISION, ALBANY, NY
Date Filed 2006-06-08
Latest Info Received 06/30/06
Collateral Leased Computer equipment and proceeds
Type Original
Sec. Party DELL FINANCIAL SERVICES, L.P., AUSTIN, TX
Debtor CANON BUSINESS SOLUTIONS - EAST, INC
Filing No. 0602075127269
Filed With SECRETARY OF STATE/UCC DIVISION, ALBANY, NY
Date Filed 2006-02-07
Latest Info Received 03/10/06
There are additional UCCs in D&Bs file on this company available by contacting 1-800-234-3867.
Government Activity
Activity summary
Borrower (Dir/Guar) NO
Administrative Debt NO
Contractor YES
Grantee NO
Party excluded from federal program(s) NO
Possible candidate for socio-economic program consideration Labour Surplus Area N/A
Small Business N/A
8(A) firm N/A
The details provided in the Government Activity section are as reported to Dun & Bradstreet by the federal government and other sources.
History & Operations
Currency: Shown in USD unless otherwise indicated
Company Overview
Company Name: CANON SOLUTIONS AMERICA, INC.
Doing Business As : (SUBSIDIARY OF CANON U.S.A., INC., MELVILLE, NY) ,
CANON USA INC - CORPORATE HEADQUARTERS
Street Address: One Canon Park
Melville , NY 11747
Phone: 631 330-5000
URL: http://www.usa.canon.com
History Is clear
Present management control 45 years
History
The following information was reported: 04/04/2016
Officer(s):
YOROKU ADACHI, CHB
SEYMOUR LIEBMAN, V CHB-SEC
TOYOTSUGU KUWAMURA, PRES
KUNIHIKO TEDO, TREAS
DIRECTOR(S) : THE OFFICER(S)
The New York Secretary of State's business registrations file showed that Canon Solutions America Inc was registered as a Corporation on March 19, 1971, under the file registration number 304603.
Business started 1971. 100% of capital stock is owned by Parent Company.
Secondary phone number :
-631 330-5560.
YOROKU ADACHI. Antecedents are unknown.
SEYMOUR LIEBMAN. Antecedents are unknown.
TOYOTSUGU KUWAMURA. Antecedents are unknown.
KUNIHIKO TEDO. Antecedents are unknown.
Business Registration
CORPORATE AND BUSINESS REGISTRATIONS REPORTED BY THE SECRETARY OF STATE OR OTHER OFFICIAL SOURCE AS OF Sep 02 2016
The following data is not an official record of the Department of State or the State of New York and Dun & Bradstreet is not an employee or agent thereof.
Registered Name: CANON SOLUTIONS AMERICA, INC.
Business type: CORPORATION
Corporation type: PROFIT
Date incorporated: Mar 19 1971
State of incorporation: NEW YORK
Filing date: Mar 19 1971
Registration ID: 304603
Duration: PERPETUAL
Status: ACTIVE
Where filed: SECRETARY OF STATE/CORPORATION DIVISION , ALBANY , NY Registered agent: CORPORATION SERVICE COMPANY , 80 STATE STREET , ALBANY , NY , 122072543
Principals: TOYOTSUGU KUWAMURA , CHAIRMAN OF THE BOARD , ONE CANON PARK , MELVILLE , NY , 117470000
Operations
04/04/2016
Description:
Subsidiary of CANON U.S.A., INC., MELVILLE, NY started 1966 which operates as a wholesaler of business machines and photographic products. Parent company owns 100% of capital stock. Parent company has numerous other subsidiary (ies).
As noted, this company is a subsidiary of Canon U.S.A., Inc., DUNS #04-153-0692, and reference is made to that report for background information on the parent company and its management. No current financial information is reported.
Operates business services, specializing in advertising, promotional and trade show services (100%).
Has 40,000 account(s). Terms are cash Net 10 days, contractual basis and Net 30 days. Sells to non profit organizations, retail, commercial concerns and government. Territory : Regional.
Nonseasonal.
Employees: 6,600 which includes officer(s). 125 employed here.
Facilities: Rents 77,000 sq. ft. in a single story brick building.
Branches: This business has multiple branches, detailed branch/division information is available in Dun & Bradstreets linkage or family tree products.
SIC & NAICS
SIC:
Based on information in our file, D&B has assigned this company an extended 8-digit SIC. D&B's use of 8-digit SICs enables us to be more specific about a company's operations than if we use the standard 4-digit code.
The 4-digit SIC numbers link to the description on the Occupational Safety & Health Administration (OSHA) Web site. Links open in a new browser window.
7389 0300 Advertising, promotional, and trade show services NAICS:
561990 All Other Support Services
Financials
Company Financials: D&B
Additional Financial Data
As of April 4, 2016, attempts to contact the management of this business have been unsuccessful. Inside and outside sources confirmed operation and location.
Key Business Ratios
D & B has been unable to obtain sufficient financial information from this company to calculate business ratios. Our check of additional outside sources also found no information available on its financial performance.
To help you in this instance, ratios for other firms in the same industry are provided below to support your analysis of this business.
Based on this Number of Establishments 13
Industry Norms Based On 13 Establishments
This Business Industry Median Industry Quartile
Profitability
Return on Sales % UN 2.5 UN
Return on Net Worth % UN 7.7 UN
Short-Term Solvency
Current Ratio UN 1.2 UN
Quick Ratio UN 0.9 UN
Efficiency
Assets to Sales % UN 174.9 UN
Sales / Net Working Capital UN 6.2 UN
Utilization
Total Liabilities / Net Worth (%) UN 225.7 UN
UN = Unavailable
Associations
All Credit Files Created from this D&B Live Report
Company Name Type Status Date Created
Canon Application - #FCET34HFB Approved 09/17/2013 12:38 PM EDT CANON SOLUTIONS AMERICA, INC. Application - #FCVBHNX4N Further Review Required 05/13/2014 05:38 PM EDT All Credit Files with Same D-U-N-S® Number as this D&B Live Report Company Name Type Status Date Created
CANON BUSINESS SOLUTIONS, INC. Account - #1002800 Credit Review Required 02/20/2012 01:42 AM EST CANON BUSINESS SOLUTIONS Account - #269194 Credit Review Required 03/16/2012 04:29 PM EDT Canon Application - #FCET34HFB Approved 09/17/2013 12:38 PM EDT CANON SOLUTIONS AMERICA, INC. Application - #FCVBHNX4N Further Review Required 05/13/2014 05:38 PM EDT Detailed Trade Risk Insight provides detailed updates on over 1.5 billion commercial trade experiences collected from more than 260 million unique supplier/purchaser relationships.
4 Days
3 months from Jul 16 to Sep 16
Dollar-weighted average of 11984 payment experiences
reported from 52 companies
7 Days
12 months from Oct 15 to Sep 16
Dollar-weighted average of 15527 payment experiences
reported from 97 companies
Detailed Trade Risk Insight™
Days Beyond Terms - Past 3 & 12 Months
Derogatory Events Last 12 Months from Sep 15 to Aug 16
Status Sep-15 Oct-15 Nov-15 Dec-
15 Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug- 16 Placed for
collection - - - - - - - - 250 on 1
acct - - -
Bad debt
written off
8,745 on
3 acct
10,982 on
4 acct
10,982 on
4 acct - 10,982 on
4 acct
10,982 on
4 acct
10,982 on
4 acct
10,982 on
4 acct
41,433 on
5 acct
7,237 on
6 acct
1,358 on
3 acct -
Total Amount Current and Past Due - 12 month trend from Sep 15 to Aug 16 Status Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Total 2,455,958 2,910,339 2,532,255 3,809,445 4,818,485 5,361,036 5,106,099 4,887,830 4,444,650 2,546,208 3,321,172 3,254,719 Current 2,324,436 2,489,510 2,088,058 3,451,841 3,603,800 2,767,531 2,519,903 2,576,321 2,703,097 2,265,528 2,485,804 2,422,305 1-30 Days
Past Due 75,839 352,523 90,038 86,155 849,190 2,260,122 2,221,997 1,891,917 1,393,738 170,481 335,589 334,233 31-60 Days
Past Due 10,621 31,986 303,311 222,749 235,199 81,295 138,727 156,984 113,004 68,883 30,724 30,496 61-90 Days
Past Due 3,830 7,661 23,084 1,775 27,173 39,688 35,952 47,026 48,560 2,795 106,928 106,745 90+ Days
Past Due 41,232 28,659 27,764 46,925 103,123 212,400 189,520 215,582 186,251 38,521 362,127 360,940 This information may not be reproduced in whole or in part by any means of reproduction. © 2005-2016 Dun & Bradstreet, Inc.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
(A/C, No):
FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext):
PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBEREXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANYPROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-
STATUTE
PER
LIMITS(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
JECT LOC
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2016 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
B
1,000,000
11/01/2018
CLL6404741-07
William Mollica
NYC-009357396-27
1,000,000
5,000,000
WCR40003D0 (WI)
X
X
10945
5,000,000
of Marsh USA Inc.
Attn: [email protected] Fax: 212-948-0500
N
11/01/2017
X
COMP/COLL DED
11/01/2017
13 11/01/2018
A
11/01/2018
FTA40003D0 (AOS)
A
2,000,000
1,000,000
Tokio Marine America Insurance Company
1,000,000
X
1,000
10/24/2017
11/01/2017
Evidence of Coverage Only.
X
11/01/2017
Melville, NY 11747
Canon Solutions America, Inc.
10,000
B
5,000
11/01/2018
1,000,000
CU6404740-07
11/01/2018
A
ACV40995R0 (MA)
1,000,000
1,000,000
1,000,000
WCD40058G0 (AOS)
1166 Avenue of the Americas
Marsh USA, Inc.
X
New York, NY 10036
One Canon Park
Canon Solutions America, Inc.
Melville, NY 11747
X
X
11/01/2017
One Canon Park
11/01/2017
A
11/01/2018
Sompo Japan Insurance Company of America
Canon Solutions America, Inc. Agreements and Documents
Canon Solutions America, Inc.
A Canon U.S.A. Company
Canon Solutions America, Inc. Agreements and Documents
Enterprise Solutions and Services (ESS)
Ancillary Form Agreements
SLS-600 FACE April 2022
Canon Solutions America, Inc. (“CSA”)
One Canon Park, Melville, NY 11747
(800) 613-2228
Salesperson: __________________________ Order Date: _______________
Customer (“you”):
Company:
DBA:
Address:
City: County:
State: Zip: Phone #:
Contact: Fax #:
Email:
Applicable Terms and Conditions Customer Organizational Information
TERMS AND CONDITIONS ARE AVAILABLE AT:
ESS.CSA.CANON.COM/CUSTOMERDOCUMENTS
The CSA customer terms and conditions located at the
above website (“Terms”) form part of this Agreement. The Terms include general terms, and terms for product and
service purchas e, maintenance, support and leasing
(pursuant to the terms of Rider G) ; managed print
services; and quotes. The Terms applicable to each of
your transactions will be referenced in the Order Schedule.
By your initials herein and signature below, you
understand and acknowledge such Terms and agree to
comply with those applicable to each Order Schedule.
____________
Customer Initials
Federal Tax ID Number: _____________________
Organization type:
Address for Notices:
Attn:
Address:
Address 2:
City: State: Zip:
Email:
BY YOUR SIGNATURE BELOW, YOU AGREE TO LEASE , PURSUANT TO THE TERMS OF RIDER G, OR PURCHASE, AS
SPECIFIED IN THIS AGREEMENT, THE ITEMS LISTED IN ANY SCHEDULE, RIDER OR ADDENDA (AS APPROVED BY CSA) TO THIS AGREEMENT. YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT, AND AGREE TO ABIDE BY ALL OF THE
TERMS AND CONDITIONS OF THIS FACE PAGE, APPLICABLE SCHEDULE(S), RIDER(S) AND SUCH ADDENDA, THE QUOTE,
AND THE APPLICABLE TERMS AND CONDITIONS IDENTIFIED ABOVE, ALL OF WHICH IS INCORPORATED HEREIN AND MADE PART OF THIS AGREEMENT.
Customer’s Authorized Signature _____________________________________________________________________________ Printed Name ____________________________________ Title _________________________________ Date ______________ Master Sales & Services Agreement
Customer Information Face Page
#___________________
Canon Solutions America, Inc.
Master Sales and Services Agreement
General Terms
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 1 of 46
This MASTER SALES AND SERVICES AGREEMENT, INCLUDING THE CUSTOMER INFORMATION
FACE PAGE, THESE GENERAL TERMS, AND ANY APPLICABLE RIDER(S), SCHEDULES AND ADDENDA (AS DEFINED BELOW) (collectively the “Agreement”) is entered into by and between Canon Solutions America, Inc. (“CSA”, “we”, “our”) and its customer, as named on the Customer Information Face Page (“you” or “Customer”). "Party" shall mean you or CSA, and “Parties” shall mean you and CSA. All notices to CSA shall be sent as set forth in Section 18 . For purposes of clarity, a Rider shall only apply to a given transaction when referenced on a Schedule.
GENERAL TERMS
1. PURCHASE OR LEASE OF LISTED ITEMS. You and CSA agree that you will purchase or lease, as applicable pursuant to the terms and conditions of this Agreement, the equipment (“Equipment”); Equipment maintenance including supplies under a supply inclusive maintenance plan (“Maintenance”) (Rider A); application software licenses (“Software”) (Rider C), which excludes software that is stored on a unit of Equipment in order to make it run properly and licensed as part of the Equipment (“Firmware”) (Rider A); Software subscriptions (“Software Subscriptions”), Software installation services (“Software Installation Services”), and Software support contracts (“Software Support Contracts”) (all in Rider C), subscription support services (“Subscription Support Services”) (Rider D), managed print services (“MPS”) (Rider E), Large Format Equipment (Rider F); Home Office Print-as-a-Service (“Home Office”) (Rider H), and/or other products and services incorporated by a schedule or addendum accepted by CSA (all collectively, the “Listed Items”), each as described in any rider hereto (“Rider”) or any Order Schedule, Return Schedule, MPS Schedule, Lease Schedule or other schedule or order document accepted by CSA (each a “Schedule”). Each Schedule referring to this Agreement will constitute a separate agreement for the acquisition of the Listed Items described therein and shall incorporate the terms of this Agreement. “NOLI” for purposes of Rider F shall mean non-CSA Listed Items, which may include hardware, software (and specifically third party software), equipment, supplies, service, warranty, network equipment and other items not listed in CSA’s price list and as designated on the Master Sales and Services Agreement. NOLI products are provided as a convenience to Customers and are not eligible for any warranty or maintenance under this Agreement and accordingly Customer waives any claim it might have against CSA for any loss, damages or expenses caused by NOLI products. “Products” shall mean Equipment, Software and Software Subscriptions, and any other products incorporated into this Agreement by a Schedule or addendum accepted by CSA (“Addendum” or “Addenda”). “Services” shall mean Maintenance, Software Installation Services, Subscription Support Services, MPS, Home Office, and any other services incorporated into this Agreement by a Schedule or Addendum. “Lease” shall mean the document pursuant to which you lease Listed Items from a “Leasing Company”, which shall solely govern as to matters contained therein, and unless otherwise set forth on the Customer Information Face Page or any Addendum, the Leasing Company is Canon Financial Services, Inc. (“CFS”) and the Lease is set forth as Rider G, which shall solely govern as to the matters contained therein. To the extent the terms of any Rider conflict with these General Terms, the terms of the Rider shall control. Unless specifically or otherwise defined in a Rider or Schedule, the terms shall have the meaning defined in these General Terms. THE PARTIES MAY
AMEND THE TERMS OF THIS AGREEMENT BY USE OF A MUTUALLY AGREEABLE ADDENDUM,
EXECUTED BY YOU AND AN AUTHORIZED REPRESENTATIVE OF CSA, WHICH MAY ONLY BE CHANGED BY THE PARTIES IN WRITING.
2. TERM . The initial term during which Services shall be provided, and for the lease of Products, unless earlier terminated as provided in these General Terms or the applicable Rider, is as set forth on the applicable Schedule. That initial term shall be subject to renewal as provided in the applicable Rider.
Canon Solutions America, Inc.
Master Sales and Services Agreement
General Terms
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 2 of 46
3. DELIVERY/INSTALLATION OF EQUIPMENT . Unless otherwise set forth in a Schedule, delivery and installation of Equipment is at no additional charge, so long as no special rigging is required (in which event CSA’s rates therefor will apply). For purposes of this Agreement, “special rigging” shall include, but not be limited to, the use of cranes, forklifts, or other mechanical devices; and/or the engagement of additional personnel beyond those ordinarily required for CSA to deliver Equipment via delivery van and maneuver unimpeded into and through the loading dock, hallways, and, if necessary, stairs and/or elements of Customer’s facility manually through the use of a hand truck or dolly.
4. PAYMENT TERMS, CHARGES AND CREDIT CARDS.
4.1 The total price specified in any Schedule for the Listed Items, including taxes and delivery/installation charges (if any), is due and payable within 30 days of the invoice date unless otherwise stated on the invoice. You expressly acknowledge your obligation to pay CSA’s invoices for Listed Items. Should you request a third party act as your agent for receiving or paying invoices, CSA may approve such request in its sole discretion, and CSA’s approval is conditioned on: (i) your payment of an administrative charge (including reimbursement of any costs or charges CSA incurs associated therewith), which shall be considered charges under this Agreement; (ii) no modifications (other than addresses) to the terms and conditions of this Agreement; and (iii) you remain liable for all of your obligations under this Agreement. CSA may charge, and you agree to pay, a surcharge to cover increases in transportation costs. CSA reserves the right to adjust pricing (i) in the event Listed Items are not delivered to you within thirty (30) days of an executed Schedule to reflect corresponding increases in the manufacturer’s suggested retail price (“MSRP”); or (ii) due to any mistake in pricing or configuration for any of the Listed Items discovered prior to shipment. In the event of such price adjustments, CSA shall notify you of the mistake in pricing or configuration, or the increase in MSRP, and such notification will constitute the non-acceptance of the applicable Schedule by CSA with respect to such Listed Items without liability. Should Maintenance or Software support not be purchased at the time of the initial delivery of the Product, or should it terminate or be suspended, additional fees to inspect the Product or otherwise to start or reinstate the Maintenance or Software support shall apply. Applicable taxes shall be added to the charges. Without limiting any of CSA’s rights and remedies under applicable law, if payments are late, CSA may charge you and you agree to pay a late charge equal to the higher of five percent (5%) of the amount due or $10.00 as reasonable collection fees, not to exceed the maximum amount permitted by law, and you shall pay the actual and reasonable costs and expenses of collection incurred by CSA, including the maximum attorney’s fees permitted by law. CSA does not provide refunds or credits for any partial terms, except as expressly stated in the Rider or applicable Schedule.
4.2 To purchase Listed Items, you will need to provide certain information, including payment and shipping details. We accept all major credit cards: VISA, MasterCard, American Express and Discover.
For your security, the billing name and address on your credit card must match your Schedule or your Listed Items may be delayed or cancelled. When you place an order for your Listed Items, we may pre- authorize your credit or debit card in the amount of your order, which may have an effect on your available balance or credit line. We may cancel or place holds on your order or any Listed Item included therein, if we suspect the order may be fraudulent. All billing and registration information you provide must be accurate, complete and correct. By confirming your purchase on the Schedule, you agree to accept and pay for all charges incurred via the applicable payment method for Listed Items that you purchased at the price(s) in effect at that time, including any applicable taxes. Receiving an order acknowledgement (either by mail or via email) does not guarantee acceptance of an order for the Listed Items, or that the price or availability of a Listed Item has been confirmed.
5. CREDIT. CSA reserves the right to withhold shipment of the Listed Items until you (or the Leasing Company, if applicable) make full payment of the total price specified in all Schedules accepted by CSA, or to revoke any credit extended to you because of your failure to pay any amounts when due Canon Solutions America, Inc.
Master Sales and Services Agreement
General Terms
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 3 of 46 pursuant to such Schedules or the applicable CFS Lease, or for any other reason affecting your creditworthiness.
6. LIMITED WARRANTIES AND DISCLAIMER. Canon brand Equipment (except for models which have rated speeds of 110 pages per minute or greater, or are imagePRESS or varioPRINT models) is provided with an end user limited warranty from either Canon U.S.A., Inc. (“Canon”) or a Canon affiliated company. CSA is authorized to provide warranty service pursuant to the Canon limited warranties. Warranties, if any, for other Products and Services are provided according to their terms by the manufacturer or developer or as may also be provided in the applicable Rider or Schedule. The use of Software is at all times subject to and governed by the applicable end user license agreement.
In addition to the aforesaid manufacturer or developer warranties, CSA warrants (the “CSA Warranty”) that on completion of installation of Canon brand Equipment, it will be (1) in material conformance with the manufacturer's published specifications, (2) qualified for CSA's standard maintenance services and (3) free from material defects in workmanship and materials. All parts replaced under a warranty shall become the property of CSA or Canon. The CSA warranty set forth herein does not apply to used or refurbished Equipment and is conditioned upon Customer giving prompt written notice to CSA of any discovered defects within twenty (20) days of installation (“CSA Warranty Period”). CUSTOMER'S
SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE FOREGOING CSA WARRANTY SHALL
BE TO REJECT THE EQUIPMENT AND CANCEL THE AFFECTED EQUIPMENT SCHEDULE DURING THE CSA WARRANTY PERIOD. IN NO EVENT SHALL A BREACH OF ANY WARRANTY GIVE RISE TO A CLAIM FOR DAMAGES AGAINST CSA. THE WARRANTIES CONTAINED OR
REFERENCED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED
OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES REGARDING MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THE USE OR PERFORMANCE OF THE
LISTED ITEMS, AND ALL SUCH OTHER WARRANTIES, INCLUDING ANY RELATING TO THE USE
OR PERFORMANCE OF THE LISTED ITEMS OR ANY METER READ COLLECTION METHOD PROVIDED BY CSA, ARE HEREBY EXPRESSLY DISCLAIMED. YOU EXPRESSLY
ACKNOWLEDGE THAT THE FURNISHING OF MAINTENANCE OR SERVICES UNDER THIS
AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE LISTED ITEMS.
7. LIMITATION OF LIABILITY.
7.1 CSA SHALL NOT BE LIABLE (I) FOR BODILY INJURY (INCLUDING DEATH) OR TANGIBLE PROPERTY DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA’S NEGLIGENCE OR WILLFUL
MISCONDUCT, OR (II) FOR LOSS OF REVENUE OR PROFIT, LOSS OR CORRUPTION OF DATA,
OR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING
OUT OF THIS AGREEMENT OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY
SERVICES OR THE USE OF OR INABILITY TO USE ANY PRODUCTS, REGARDLESS OF THE
LEGAL THEORY ON WHICH A CLAIM MAY BE BASED AND EVEN IF CSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 CSA’S LIABILITY ON ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT AND
ANY OTHER AGREEMENTS ENTERED INTO IN CONNECTION THEREWITH, REGARDLESS OF
THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, SHALL NOT EXCEED IN AN AGGREGATE
AMOUNT THE SUM OF (A) IF CUSTOMER PURCHASED ANY PRODUCTS, THE TOTAL
PURCHASE PRICE PAID BY CUSTOMER (OR THE LEASING COMPANY IF LEASING) TO CSA
FOR THE PRODUCTS SUBJECT TO THE CLAIM, AND (B) AS TO ALL OTHER LIABILITY OF CSA,
CHARGES PAID OR PAYABLE BY CUSTOMER FOR THE PRODUCTS OR SERVICES SUBJECT TO THE CLAIM FOR SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM IS MADE.
SHOULD CUSTOMER HAVE PREPAID ANY AMOUNT FOR SERVICES SUBJECT TO THE CLAIM, Canon Solutions America, Inc.
Master Sales and Services Agreement
General Terms
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 4 of 46
SUCH AMOUNT SHALL BE AMORTIZED OVER THE APPLICABLE TERM OF SAID SERVICES AND CSA’S LIABILITY SHALL BE LIMITED TO SIX (6) MONTHS OF SUCH AMORTIZED PAYMENTS.
8. DATA . You acknowledge that the hard drive(s) on the Equipment, may retain images, content or other data that you may store for purposes of normal operation of the Equipment (“HD Data”). You acknowledge that CSA is not storing HD Data on your behalf and that exposure or access to the HD Data by CSA, if any, is purely incidental to the services performed by CSA. You are solely responsible for the HD Data. The Equipment contains various security features that you can utilize. Upon your request, CSA will work with you to provide information regarding your options and offer services to assist you. Such services may result in additional charges. The terms of this Section shall solely govern as to HD Data, notwithstanding that any provisions of this Agreement or any separate confidentiality or data security or other agreement now or hereafter entered into between you and CSA that could be construed to apply to HD Data.
9. SECURITY . As security for the payment of all amounts due for the acquisition of the Listed Items, you hereby grant to CSA a security interest in the Listed Items. To the extent permitted by applicable law, you hereby authorize CSA to file with the appropriate governmental authorities any and all financing statements necessary to evidence or perfect CSA’s security interest in the Listed Items.
10. WARRANTY OF BUSINESS PURPOSE. You represent and warrant that the Listed Items will not be used for personal, family or household purposes.
11. CUSTOMER DEFAULT. You shall be in default of this Agreement if you fail to perform any of your obligations under this Agreement, any Rider or Schedule (including making prompt payments of amounts not subject to a good faith dispute) or the CFS Lease. CSA may suspend providing Listed Items under this Agreement in whole or in part until any delinquent payment is received by CSA (or CFS as applicable), and You agree that any such suspension shall not in and of itself be deemed a termination of this Agreement. If an overdue payment under this Agreement or any Rider or Schedule is disputed in good faith within thirty (30) days after its due date, you shall pay all undisputed amounts and promptly make a good faith effort to resolve such dispute with CSA. In the event of your default, CSA may, without limiting its other rights and remedies available under applicable law and this Agreement, require you to pay all charges then due but unpaid, including any applicable late charges and liquidated damages.
12. CHOICE OF LAW AND FORUM. THIS AGREEMENT AND ALL CLAIMS, DISPUTES AND CAUSES
OF ACTION RELATING THERETO, WHETHER SOUNDING IN CONTRACT, TORT OR STATUTE,
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE
OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK UPON SERVICE OF
PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE STATUTES AND RULES OF THE STATE OF NEW YORK OR THE UNITED STATES. ANY AND ALL SUITS YOU COMMENCE
AGAINST CSA, WHETHER OR NOT ARISING UNDER THIS AGREEMENT, SHALL BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS LOCATED WITHIN THE COUNTY OF NEW YORK.
YOU HEREBY WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM.
13. LIMITATION OF ACTIONS, CLASS WAIVER AND JURY TRIAL WAIVER. ANY SUIT, OTHER THAN
ONE SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER, SHALL BE COMMENCED, IF AT ALL, WITHIN ONE (1) YEAR OF THE DATE THAT THE CLAIM ACCRUES. CUSTOMER AGREES THAT ANY CLAIM IT ASSERTS AGAINST CSA SHALL BE ASSERTED ON AN INDIVIDUAL BASIS ONLY.
CUSTOMER IRREVOCABLY WAIVES ANY RIGHT TO ASSERT ANY CLAIM AGAINST CSA AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OR GROUP. THE PARTIES IRREVOCABLY Canon Solutions America, Inc.
Master Sales and Services Agreement
General Terms
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 5 of 46
WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM UNLESS CUSTOMER
RESIDES IN A STATE IN WHICH A WAIVER OF A RIGHT TO A JURY TRIAL IS UNENFORCEABLE AS A MATTER OF THAT STATE’S PUBLIC POLICY.
14. ENTIRE AGREEMENT; MASTER AGREEMENT OVERRIDING CONTRACT TERMS AND VOUCHERS. This Agreement, together with all Riders, Schedules, and Addenda now and hereafter entered into and any related CSA credit application, constitute the entire agreement between the Parties with respect to the furnishing of the Listed Items and the performance of the Services, superseding all previous proposals and agreements, oral or written; and any default by Customer under any part of this Agreement shall constitute a default of the entire Agreement. If the Customer Information Face Page references a master agreement (which may be a separate master agreement entered into between Customer, or an affiliate of Customer, and CSA), or if a Schedule references an overriding contract (an “OC” meaning a group purchasing or cooperative or governmental agreement under which Customer is an eligible participant) or a master agreement between you (or one of your affiliates) and CSA, then the terms of such OC or master agreement shall apply to the extent applicable to the transactions contemplated by this Agreement, and the terms of this Agreement shall apply only to the extent not inconsistent with the terms of such OC or master agreement. Notwithstanding any other provision in this Agreement to the contrary, if the Listed Item you are purchasing is designated as a “Voucher” on your Order Schedule, the following terms shall govern: “You have been referred to an independent third party (the “Provider”) by CSA for certain products and services (collectively “Provider Services”). CSA is authorized and compensated to refer prospective customers to the Provider. Provider Services are not eligible for any warranty or maintenance under this Agreement. You acknowledge and agree that:
(i) The Provider will provide the Provider Services to you pursuant to an agreement(s) between you and the Provider (“Provider Agreement”); (ii) CSA shall have no obligation or liability for the Provider Services or under the Provider Agreement; (iii) You shall look solely to the Provider as to any claim or cause of action arising from the Provider Agreement or the Provider Services; (iv) you waive your rights to bring any such claim or cause of action against CSA; and (v) should you desire to enter into a Lease for the Voucher from Canon Financial Services, Inc. (“CFS”) the terms of Rider G between you and CFS shall solely govern as to the matters contained therein.
15. CSA DEFAULT. Customer may terminate its use of Products or Services in the event that CSA materially fails to perform its obligations under this Agreement, provided that any such termination shall only apply to the Products or Services subject to the default, and shall only be effective upon not less than thirty (30) days’ prior written notice from Customer to CSA specifying the default, and provided that CSA has not materially cured such default or provided Customer reasonable assurance that such default shall be materially cured, prior to the effective date of termination. For the avoidance of doubt, no such termination shall affect Customer’s obligations with respect to the Lease.
16. REPRESENTATIONS AND AMENDMENTS.
16.1 NO REPRESENTATION OR STATEMENT NOT CONTAINED IN THE DOCUMENTS POSTED ON CSA’S CUSTOMER PORTAL (ESS.CSA.CANON.COM/CUSTOMERDOCUMENTS) AS OF THE DATE
OF A SCHEDULE SHALL BE BINDING UPON CSA AS A WARRANTY OR OTHERWISE, NOR SHALL
THIS AGREEMENT BE MODIFIED OR AMENDED, EXCEPT BY AN ADDENDUM SIGNED BY YOU AND AN AUTHORIZED REPRESENTATIVE OF CSA.
16.2 NOTWITHSTANDING THE FOREGOING, A PROVISION OF THIS AGREEMENT MAY ALSO BE
AMENDED BY A WRITTEN NOTIFICATION FROM CSA TO YOU AT YOUR EMAIL ADDRESS LISTED
ON THE CUSTOMER INFORMATION FACE PAGE (OR AS YOU SUBSEQUENTLY MODIFY IN
WRITING), SETTING FORTH THE AMENDED PROVISION(S), WHICH SHALL BE DEEMED ACCEPTED BY YOU EFFECTIVE THIRTY (30) DAYS AFTER NOTIFICATION (OR SUCH LATER Canon Solutions America, Inc.
Master Sales and Services Agreement
General Terms
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 6 of 46 DATE SPECIFIED IN THE NOTIFICATION) (THE “CHANGE DATE”), UNLESS YOU ELECT, WITHIN SUCH THIRTY (30) DAY PERIOD, TO PROVIDE WRITTEN NOTICE THAT YOU OBJECT TO SUCH
AMENDMENT, IN WHOLE OR IN PART, IN WHICH CASE THE PARTIES SHALL NEGOTIATE ANY SUCH AMENDED PROVISIONS IN GOOD FAITH. THE AMENDED PROVISIONS SHALL ONLY
APPLY TO SCHEDULES ISSUED AFTER THE CHANGE DATE AND SHALL NOT AFFECT ANY ADDENDA, WHICH SHALL CONTROL.
17. MISCELLANEOUS. This Agreement shall be binding on you upon our receipt of your signature on the Customer Information Face Page and, as to each Schedule, on the date we receive your signature thereon. Each Schedule shall be binding on CSA upon delivery of the Listed Item or commencement of performance by CSA under such Schedule. Title to or licensing of (as applicable) any Listed Items shall pass or be granted to you or the Leasing Company only upon full required payment to CSA therefor. All provisions of this Agreement which by their nature can be construed to survive the expiration or termination of the Agreement shall so survive. You acknowledge that neither CSA nor any of its agents or representatives has made any promise, representation, or warranty as to the Listed Items, or anything affecting or relating to this Agreement, except as specifically set forth in this Agreement, and you acknowledge that you have not executed or authorized the execution of this Agreement in reliance upon any such promise, representation, or warranty. You expressly disclaim having relied upon any representation or statement concerning the capability, condition, operation, performance or specifications of the Listed Items, except to the extent set forth in this Agreement. No Lease between you and the Leasing Company with respect to any Listed Items shall be binding on CSA in any respect or affect your rights or CSA’s obligations hereunder. You agree to dispose of all opened consumables and supplies in accordance with applicable law and regulations, and product handling instructions. CSA is and shall at all times be an independent contractor and shall not be deemed your employee or agent. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the Parties. ANY
PURCHASE ORDER UTILIZED BY YOU (WHETHER OR NOT REQUIRED) SHALL BE FOR YOUR
ADMINISTRATIVE CONVENIENCE ONLY, AND ANY TERMS THEREIN WHICH CONFLICT WITH,
VARY FROM, OR SUPPLEMENT THE PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED NULL AND VOID. If a court finds any provision of this Agreement (or part thereof) to be unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. A failure of either Party to exercise any right provided for herein shall not be deemed a waiver of any right under this Agreement.
This Agreement shall not be assignable by you without CSA’s prior written consent, and any attempted assignment without such consent shall be void; except that you may assign to your Leasing Company your right to acquire the Listed Items and your warranty rights with respect thereto, but your other rights hereunder are not assignable to the Leasing Company and such assignment shall not relieve you of any of your obligations hereunder (including your obligation to pay for Listed Items). You agree that CSA may accept an electronic image of this Agreement as an original, and that digital and/or electronic copies of your signature will be treated as an original for all purposes.
18. NOTICES. YOU ACKNOWLEDGE THAT CSA SHALL SEND NOTICES BY REGULAR MAIL TO THE
PHYSICAL ADDRESS, AND/OR BY EMAIL TO THE EMAIL ADDRESS ON THE CUSTOMER INFORMATION FACE PAGE. TO BE EFFECTIVE, ALL NOTICES TO CSA CONCERNING
CANCELLATION, BREACH, DEFAULT, ASSIGNMENT, INDEMNITY, NON-RENEWAL, CHANGE OF
YOUR ADDRESS OR EMAIL ADDRESS FOR NOTICES, OR ANY OTHER DEMAND OR CLAIM
AGAINST CSA MUST BE IN WRITING DETAILING ALL SUCH ISSUES, AND SENT TO CSA VIA COURIER OR CERTIFIED MAIL, TO: 300 COMMERCE SQUARE BLVD., BURLINGTON, NEW JERSEY 08016 ATTN: CUSTOMER SERVICE, OR SENT BY EMAIL TO [email protected]; WITH A COPY OF ANY NOTICE OF DEFAULT, BREACH,
REQUEST FOR INDEMNITY, OR ANY OTHER DEMAND OR CLAIM AGAINST CSA, SENT TO CSA
VIA COURIER OR CERTIFIED MAIL, TO SENIOR VICE PRESIDENT, LEGAL, CANON SOLUTIONS Canon Solutions America, Inc.
Master Sales and Services Agreement
General Terms
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 7 of 46 AMERICA, INC., ONE CANON PARK, MELVILLE, NEW YORK, 11747, OR SENT BY EMAIL TO [email protected].
19. PRIVACY. The CSA Privacy Statement describes the information we collect from you, either online through this website or any of the products, services, solutions, software, websites, subsites, interactive features, forms, mobile and social media pages offered, owned, or operated by CSA, or your interaction with CSA agents, contractors or employees or subsites, whether accessed online via computer, tablet, mobile device or any other technology or device now known or hereafter developed, or offline, and how that information will be used. The CSA Privacy Statement is provided at the link at the bottom of the Customer Contracting Portal, https://ess.csa.canon.com/customerdocuments; and shall govern as to the matters contained therein unless specifically modified by this Agreement.
20. FORCE MAJEURE. Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes, to the extent beyond its reasonable control:
acts of God, accident, riots, war, terrorist act, epidemic, pandemic (including the COVID-19 pandemic), quarantine, civil commotion, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, or a generalized lack of availability of Products and Services or parts and supplies therefore, raw materials or energy. For the avoidance of doubt, Force Majeure shall not limit your obligation to make payment(s) for delivered Products or performed Services.
Once causes for such Force Majeure are rectified and remedied, both Parties agree to resume performance of this Agreement.
Canon Solutions America, Inc.
Master Sales and Services Agreement
Rider A
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 8 of 46
RIDER A
CANON OFFICE DEVICES AND CUT SHEET PRODUCTION MAINTENANCE TERMS THE GENERAL TERMS ARE INCORPORATED HEREIN BY REFERENCE. THE TERMS OF THIS RIDER
A SHALL CONTROL OVER THE GENERAL TERMS UNLESS OTHERWISE SPECIFICALLY STATED HEREIN.
“Equipment” for purposes of this Rider A shall mean Canon branded office devices (and not Large Format equipment covered under Rider F nor printers covered under Rider E). CSA may provide Maintenance and/or consumables for Non-Canon branded devices if so designated on the Order Schedule, and such devices shall be considered “Equipment” hereunder, otherwise they shall be provided by the manufacturer as set forth in their applicable documentation.
1. MAINTENANCE / TERM / CHARGES.
a. If Maintenance for Equipment is indicated on its Order Schedule, it shall mean that CSA will keep the Equipment in good working order subject to the terms of this Agreement. Maintenance shall include emergency break fix service, routine preventative maintenance, including inspection, adjustment, parts replacement, drums, and cleaning material required for proper Equipment operation. Maintenance shall start on the date (the “Start Date”) of installation for newly installed Equipment (inclusive of standard embedded Firmware) with consumables inclusive service. For newly installed Equipment under Equipment warranty and without consumables inclusive service, the Start Date shall be at the end of the relevant Equipment warranty or 90 days from installation, whichever comes first. The Start Date is stated on the Order Schedule for all previously placed Equipment.
b. The initial term of Maintenance is set forth on the Order Schedule, and thereafter shall renew for successive 12 month renewal terms unless either Party gives written notice of non-renewal at least 30 days prior to the expiration of the then-current term. The renewal charges shall be reflected on the invoice for the first billing cycle of the renewal period. If you do not agree to the change in renewal charges, you can reject the change by sending notice in accordance with Section 18 of the General Terms. Customer may, without penalty, cancel maintenance during any renewal period upon 30 days advance written notice to CSA. Once cancelled, CSA will cease all Maintenance at the end of the Term or renewal term, or the effective date of such cancellation, as applicable. CSA does not provide refunds or credits for any partial terms, except as expressly stated on the Order Schedule.
c. Unless otherwise set forth in an Order Schedule, Service Charges shall start billing and Customer shall start payment upon the completion of installation. Maintenance Base Charge(s) and Per Image Charge(s) as listed on the applicable Order Schedule (collectively "Service Charges") are billed for full calendar month periods, with Maintenance Base Charge(s) billed in advance and Per Image Charge(s) billed in arrears. d. The meter shall record a quantity of 1 image for each image printed on media sizes up to 13” x 19”, and two images for any larger media. For Long Sheet images, defined as images printed on media longer than 19”, there will be an additional Per Image Charge as set forth on the Order Schedule. If you are making Long Sheet images and there is no such charge on the Order Schedule, CSA will invoice you for such charges at our standard rate and you agree to pay same. For Equipment designated as Corporate Advantage, the meter shall record a quantity of 2 images for any image produced on media longer than 14”. For devices containing more than 1 meter, you will be invoiced for the total number of images recorded on all meters at the interval (e.g. monthly, quarterly, etc.) and pricing indicated on the Order Schedule. e. If the Order Schedule is for a Fixed Price Plan charges shall not increase during the initial term, and if for a Standard Price Plan charges are subject to an annual increase up to 10% (as determined by CSA in its sole discretion) either (i) on each anniversary of the start date or (ii) once in each calendar year if you have selected the Aggregate Coverage Plan. Notwithstanding the foregoing and for purposes of clarity, with respect to Canon Solutions America, Inc.
Master Sales and Services Agreement
Rider A
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 9 of 46 transactions where CFS invoices the Maintenance Base Charge, such annual increase shall be applied only to the Excess Per Image Charge and shall exclude the Maintenance Base Charge. f. Aggregate and Fleet Plans. If Aggregate plan is indicated in the Equipment Maintenance Information Section on an Order Schedule, the Maintenance Base Charge and the Covered Images listed on the first page of the Order Schedule apply to all of the Equipment on that Order Schedule, unless otherwise indicated. When Fleet Plan is indicated in the Equipment Maintenance Information Section on an Order Schedule, the Maintenance Base Charge and the Covered Images listed on the first page of the Order Schedule apply to all of the Equipment ordered on the current Schedule and other Order Schedules referencing Fleet plan for the Equipment.
g. If the Listed Items on an Order Schedule are added to an existing Fleet Coverage Plan under a previous Order Schedule or contract between you and CSA, (i) the fleet shall include the equipment listed under the previous Order Schedule or contract, and all other Order Schedules or contracts for which the add to existing fleet option was selected, and (ii) the maintenance term for all Listed Items under this Agreement shall be the same as the maintenance term for all listed items under all such previous Order Schedules or contracts. h. If the Listed Items on an Order Schedule are added to an existing Aggregate Coverage Plan under a previous Order Schedule or contract between you and CSA, the Covered Images shall apply to all of the Equipment on the Order Schedule, unless otherwise indicated, plus the listed items under previous Order Schedule(s) or contract (s), and all other Order Schedules or contracts for which the add to existing Aggregate Coverage Plan was selected, on an aggregated basis, for so long as the maintenance term for all such listed items continues.
i. If the Per Unit is indicated in the Equipment Maintenance Information Section on an Order Schedule, the Maintenance Base Charge and the Covered Images listed in each Section of the Order Schedule shall apply on a per unit basis for the Equipment listed in that Section. j. If image dependent service is selected, there shall be no Per Image Charges; however, the then-current term shall terminate at the end of the number of months specified on the Order Schedule or on the date when the images made exceed the maximum covered images specified on the Order Schedule, whichever event occurs sooner.
k. Unless otherwise indicated in an Order Schedule, you authorize CSA to use networked features of the Equipment and remote reporting software (“Remote Reporting Agent”) to obtain meter readings, receive software updates, activate features/new licenses and transmit use and service data accumulated by the Equipment over your network by means of an HTTPS protocol and to store, analyze and use such data for purposes related to servicing the Equipment, providing reports and product improvement. You also authorize CSA to accept on your behalf, and you agree to comply with, any licenses, terms of use and services, and privacy statements, which, unless otherwise agreed in writing by CSA, shall solely control as to the matters contained therein, including those pertaining to any personal data you may have shared in connection with the use of the Remote Reporting Agent. For example, CSA utilizes the Canon Universal Gateway 2 (“UGW2”) as a Remote Reporting Agent through the UGW2 website, and the above authorization shall apply to the UGW2 Terms of Use and Terms of Service, and the UGW2 Privacy Statement.
2. CUSTOMER SATISFACTION POLICY. If you are not satisfied with the performance of your Equipment, upon your written request, CSA in its sole discretion will repair or replace the Equipment with a like unit with equivalent capabilities. Prior to replacement, CSA shall have had the opportunity to return the Equipment to good working order in accordance with the terms of this Agreement. If a replacement unit of Equipment is provided, the replaced unit shall be removed from the Lease and the replacement unit shall be deemed a “Listed Item” under the Lease and for the Lease and all other purposes of this Agreement. This policy shall pertain to Canon Brand Equipment only and shall apply for 3 years from the date of installation or for Canon Solutions America, Inc.
Master Sales and Services Agreement
Rider A
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 10 of 46 the initial term of any CFS Lease, if longer, provided you are not in default of this Agreement or the Lease and such Maintenance services have not been canceled or terminated.
3. HOURS OF OPERATION AND ACCESS TO EQUIPMENT. Maintenance shall be performed during CSA’s local regular business hours (8:30 A.M. to 5:00 P.M. Monday through Friday, excluding CSA holidays). Overtime charges, at CSA’s current rates, will be charged for all Maintenance service calls outside normal business hours. You shall give CSA reasonable and safe access to the Equipment and CSA shall provide labor or routine, remedial and preventive Maintenance as well as remedial parts. CSA may terminate its Maintenance obligations for any Equipment you relocate to a site outside CSA’s service territory.
4. ITEMS NOT COVERED UNDER MAINTENANCE. Any work beyond the scope of this Agreement shall be invoiced in accordance with CSA’s then current labor, parts and supply charges. The following items are NOT covered under Maintenance unless otherwise set forth in an Order Schedule:
(a) all consumable supply items not provided as part of toner inclusive service, including, without limitation, paper, staples, other media, print heads and puncher dies; (b) repairs resulting from factors other than normal use including, without limitation, any willful act, negligence, abuse, accident, disaster (e.g., effects of water, wind, lightning, etc.) or misuse of the Equipment;
(c) repairs due to the use of parts, supplies or software which are not supplied by CSA and which cause abnormally frequent service calls or service problems; (d) repairs to fix problems resulting from service performed by personnel other than CSA personnel;
(e) repairs due to use of the Equipment with non-compatible hardware or software components; electrical power malfunction or heating, cooling or humidity ambient conditions; (f) de-installation, re-installation or relocation of Equipment; (g) repairs to or realignment of Equipment, and related training, necessitated by changes you made to your system configuration or network environment; (h) work which you request to be performed outside of CSA’s regular business hours; (i) repair of network/system connection device, except when listed on an Order Schedule; or (j) repairs due to the use of paper/media not in compliance with manufacturer’s published specifications.
5. EXCESSIVE MAINTENANCE REQUIREMENTS. If, in CSA’s opinion, any Equipment cannot be maintained in good working order through Maintenance, CSA may, at its option, (i) substitute comparable Equipment or (ii) cancel any balance of the term of Maintenance as to such Equipment and refund the unearned portion of any prepaid charges hereunder.
6. PARTS. You disclaim any interest in parts or Equipment replaced or removed by CSA. Such parts and Equipment shall be replaced on an exchange basis and shall become the property of CSA.
7. CONSUMABLE INCLUSIVE (INCLUDING TONER ABUSE) . Consumable Supplies: All consumables are the property of CSA until used. Consumables Inclusive Maintenance includes replenishment of toner only (unless other consumables are specified on the Order Schedule and applicable to the unit of Equipment). Toner is supplied for exclusive use with the unit of Equipment for which it is provided. CSA may terminate the Maintenance under this Agreement if you use the consumables in a different manner. If Canon Solutions America, Inc.
Master Sales and Services Agreement
Rider A
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 11 of 46 your use of consumables exceeds the typical use pattern (as determined solely by CSA) for these items by more than 10% of the published manufacturer specifications for conventional office image coverage, or should CSA, in its sole discretion, determine that consumables are being misused in any fashion, CSA may invoice you for such excess usage and you agree to pay for such improper or excess use. Consumable Inclusive Maintenance is predicated upon deployment of CSA’s Remote Reporting Agent (see Section 1.k above), which may include Auto-Toner Replenishment. CSA may charge you a Supply Freight Fee to cover the cost of shipping consumables to you. If expiration dates are indicated on your consumable containers, you shall use the oldest container(s) first. You shall bear all risk of loss, theft or damage to unused consumables, which shall remain CSA’s property and shall be returned promptly upon termination of Maintenance for the applicable unit of Equipment.
8. BILLING / METER COLLECTION.
a. You agree to provide timely meter readings to CSA and to comply with the billing procedures designated by CSA. If CSA does not receive timely meter readings from you, you agree to pay invoices that reflect CSA’s estimates of meter readings. CSA reserves the right to verify the accuracy of any meter readings from time to time, and to invoice you for any shortfall in the invoice for the next periodic billing cycle. In accordance CSA’s normal procedures and the meter read option selected. b. You agree that CSA shall be entitled to acquire meter readings using CSA’s Remote Reporting Agent, however if it does not communicate with CSA for any reason, you agree to timely provide manual meter readings.
c. You may also use the myCSA website to provide meter readings, in which case you, your employees or agents shall complete CSA’s registration process governing access to and use of such website, and you agree to be bound by, and comply with its Terms of Use. CSA may change your meter read options from time to time upon 60 days’ notice.
9. FIRMWARE. For Equipment covered under Maintenance or an applicable warranty, CSA shall make available to you from time to time upgrades and bug fixes for the Firmware when provided by the manufacturer or developer. Such upgrades and bug fixes shall be installed remotely as set forth in Section 1.k. however should the remote installation fail for any reason, or you require assistance from CSA, additional charges may apply.
10. APPLICATION SOFTWARE AND SOFTWARE SUPPORT CONTRACTS . If you have acquired any application Software and/or Software Support Contracts, these Listed Items shall be governed by the terms and conditions of Rider C.
11. DEFAULT. In addition to the remedies set forth in the General Terms, should you default in your obligations under this Rider A or cancel Maintenance prior to the end of its initial term, you shall pay an early termination fee equal to three (3) times the average monthly billing to date and any excess toner charges for such Maintenance. You agree that such charges are reasonable liquidated damages for loss of bargain and not a penalty.
Canon Solutions America, Inc.
Master Sales and Services Agreement
Rider B
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 12 of 46
RIDER B
TRADE-IN, RETURN, UPGRADE AND BUYOUT TERMS
THE GENERAL TERMS ARE INCORPORATED HEREIN BY REFERENCE. THE TERMS OF THIS RIDER
B SHALL CONTROL OVER THE GENERAL TERMS UNLESS OTHERWISE SPECIFICALLY STATED HEREIN.
For purposes of this Rider B:
“Return Equipment” means equipment that CSA is picking up and returning to a leasing company. “Trade-In Equipment” means equipment owned by you, where you are conveying title to CSA upon CSA picking up the equipment.
“Upgrade Equipment” means equipment on an active lease between you and CFS, where CSA is facilitating an early termination of such lease as a part of a new transaction on a related Order Schedule. each as designated on a Return Schedule.
1. BUY OUT REIMBURSEMENT: If “Buy-Out Reimbursement” is indicated on the applicable Return Schedule it will be paid directly to the designated party thereon (whether you or the finance or leasing company that owns the equipment listed on the Return Schedule (the “Lessor”)) by CSA upon installation and acceptance of the Listed Items set forth on the Order Schedule applicable thereto and payment to CSA (by you or by the Leasing Company) of the purchase price for said Listed Items. The Buy-Out Reimbursement will be paid for the sole purpose of reimbursement of early termination charges or fees and associated expenses payable for (a) early termination of the lease of the equipment (as identified on the applicable Return Schedule) or for other equipment being replaced by said Listed Items, (b) refinancing the lease of other equipment or (c) preparation of the site for installation of said Listed Items. You are responsible to obtain and/or confirm the Buy-Out Reimbursement amount with your Lessor, and any such amount shall include a delivery period of a minimum of thirty (30) days from the date of the installation and testing of said Listed Items and payment to CSA (by you or by the Leasing Company) of the purchase price for said Listed Items. You acknowledge and agree that CSA’s financial obligation is limited to the Buy-Out Reimbursement amount on the applicable Return Schedule, and that you are responsible for any other obligations, including any charges which are not covered by the Buy-Out Reimbursement. The above is conditioned upon you making the Trade-In Equipment or Return Equipment available for pickup by CSA on the relevant date specified on the Return Schedule.
2. RETURNING OF TRADE-IN EQUIPMENT, UPGRADE EQUIPMENT AND RETURN EQUIPMENT: If Trade-In Equipment, Upgrade Equipment or Return Equipment is indicated on a Return Schedule, you hereby authorize CSA in its sole and reasonable discretion, to either i.) pick up the Trade-in Equipment, Upgrade Equipment, or Return Equipment listed on the Return Schedule; or ii.) with respect to such equipment weighing fifty (50) pounds or less, provide you with appropriate packing materials and pre-paid postage so that you can ship the equipment back to CSA or the Leasing Company. Upon said pick-up or your shipping of the Trade-In Equipment , Upgrade Equipment, or Return Equipment to CSA or the Leasing Company as applicable, title to Trade-in Equipment is conveyed to CSA, and you represent that CSA will receive good and marketable title to each unit of Trade-in Equipment, free and clear of any and all liens and leasehold interests. You further warrant that, (a) the Trade-In Equipment, Upgrade Equipment and Return Equipment will be provided to CSA (unless specified on the Return Schedule that it is provided on an “As Is” basis) in good working condition, reasonable wear and tear excepted, and (b) you shall make it available for pickup by CSA on the relevant date specified on the Return Schedule. If you breach or fail to comply with any of the foregoing CSA may, and without limiting its other remedies under applicable law:
Canon Solutions America, Inc.
Master Sales and Services Agreement
Rider B
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 13 of 46 a.) return the Trade-In Equipment, Upgrade Equipment, or Return Equipment to you (at your expense both for the return and the original pickup);
b.) rescind, or require you to refund to CSA, promptly upon receipt of CSA’s invoice, the Buy-Out Reimbursement,
c.) require you to refund to CSA the full amount of any trade-in or upgrade credit whether it’s reflected in the Return Schedule or not, and/or
d.) require you to pay the fair market value of such Trade-In Equipment, Upgrade Equipment, or Return Equipment, as determined by CSA.
Return Equipment and/or Upgrade Equipment, when indicated on a Return Schedule shall be shipped to the Lessor specified on the Return Schedule by CSA’s standard shipping method, and CSA’s sole obligation is to use commercially reasonable efforts to pick-up and remove the Return Equipment and/or Upgrade Equipment, and to arrange on your behalf and at CSA’s expense, for the shipment of the Return Equipment and/or Upgrade Equipment to the Lessor, or provide you with appropriate packing materials and pre-paid postage so that you can ship the Return Equipment and/or Upgrade Equipment back to CSA or the Lessor, as indicated on the Return Schedule.
3. DELAY OR DAMAGE TO EQUIPMENT IN TRANSIT. You acknowledge that neither CSA nor its shipper inspects functionality prior to transportation of Trade-in Equipment, Upgrade Equipment, or Return Equipment and therefore makes no representation regarding functionality upon delivery. CSA shall only be responsible for obvious physical damage to the Trade-in Equipment, Upgrade Equipment, or Return Equipment while being relocated or returned to the Lessor to the extent such damage is caused by CSA or its shipper’s negligence or willful misconduct while in their possession. You agree to pay CSA’s removal charges if, on the date indicated on the Return Schedule, Trade-in Equipment, Upgrade Equipment, or Return Equipment is unavailable for pickup and removal through no fault of CSA. In the event undisclosed conditions (e.g. incorrect mileage, special rigging requirements, inaccessible location for pick up or delivery, etc.) are encountered, you agree that CSA may invoice you for additional reasonable fees as required to complete the relocation.
4. DATA. You acknowledge that the hard drive(s) on the Trade-in Equipment, Upgrade Equipment, or Return Equipment, including attached devices, may retain images, content or other data that you may store for purposes of normal operation of the Trade-in Equipment or Return Equipment (“TIR Data”). You acknowledge that CSA is not storing TIR Data on behalf of you and that exposure or access to the TIR Data by CSA, if any, is purely incidental to the services performed by CSA. Neither CSA nor any of their affiliates or contractors have an obligation to return, erase or overwrite TIR Data upon pick up and return of the Trade-in Equipment, Upgrade Equipment, or Return Equipment to CSA or any Lessor. You are solely responsible for: (i) your compliance with applicable law and legal requirements pertaining to data privacy, storage, security, retention and protection; and (ii) all decisions related to erasing or overwriting TIR Data.
The terms of this section shall solely govern as to TIR Data, notwithstanding that any provisions of this Agreement or any separate confidentiality or data security or other agreement now or hereafter entered into between you and CSA could be construed to apply to TIR Data.
Canon Solutions America, Inc.
Master Sales and Services Agreement
Rider C
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 14 of 46
RIDER C
SOFTWARE AND SOFTWARE SUBSCRIPTION LICENSING AND SUPPORT THE GENERAL TERMS ARE INCORPORATED HEREIN BY REFERENCE. THE TERMS OF THIS RIDER
C SHALL CONTROL OVER THE GENERAL TERMS UNLESS OTHERWISE SPECIFICALLY STATED HEREIN.
1. DEFINITIONS AND INCORPORATED DOCUMENTS.
(a) “Software” for purposes of this Rider C shall mean application software licensed to you and any revisions for updates related thereto, and shall exclude Firmware which is subject to Rider A, and software provided with Large Format equipment which is subject to Rider F. (b) “Software Subscription” shall mean Software which is licensed to you on a subscription basis for a term and may include provision of basic support and updated versions, as set forth in the TOS, EULA or SMA. (c) “EULA” shall mean an end user license agreement, “TOS” shall mean the terms of service, and “SMA” shall mean a software maintenance or support agreement, each as applicable to the Software or Software Subscription.
(d) The terms of the EULA, TOS and SMA can be found at http://ess.csa.canon.com/SMA-EULA.html, and any such terms shall solely govern as to matters contained therein except as otherwise specifically set forth in this Rider C, and you agree to comply with such terms. The period of time such EULA, SMA or TOS shall apply (“Term”) is set forth in the applicable Order Schedule.
2. LICENSING. (a) Title to the Software and Software Subscription shall remain with the licensor or developer; and (b) Software shall be licensed to you subject to its EULA, and a Software Subscription shall be licensed to you subject to its EULA or TOS. With regard to any “shrink-wrap” or “click-wrap” or “click through” acceptance required for Software or a Software Subscription, you hereby authorize CSA to accept same on your behalf (e.g., by opening the package or clicking the “I ACCEPT” button), and you agree to comply with the terms of same.
3. SOFTWARE AND SOFTWARE SUBSCRIPTION INSTALLATION AND CONFIGURATION SERVICES. Installation and configuration services for Software and Software Subscriptions shall be provided pursuant to a statement of work or project work order between you and CSA or you and the Software developer or licensor.
4. SOFTWARE SUBSCRIPTION. You agree to accept and pay either the purchase price or the number of periodic payments for the Software Subscription indicated on the Order Schedule or in any addendum(s) hereto for the corresponding term. The purchase price for the Software Subscription may be incorporated into your Lease payment. You acknowledge that CSA may assign the periodic payments to a third party, or its assigns, and agree to pay such assignees.
5. SOFTWARE SUPPORT AND SOFTWARE SUBSCRIPTION / BUG FIXES / UPDATES. When indicated on an Order Schedule, support for Software and Software Subscriptions is provided directly by the respective developers or licensors thereof and is as set forth in each developer’s or licensor’s applicable SMA or TOS for the term set forth in the Order Schedule.
6. RENEWAL OF SMAS AND SOFTWARE SUBSCRIPTIONS. SMAs and Software Subscriptions shall automatically renew for additional one (1) year terms (each a “Renewal Term”) unless you provide written notice to CSA cancelling the Software Support Contract or SMA within 90 days but no less than 30 days of the end of the Term or the Renewal Term. SUCH WRITTEN NOTICE MUST BE SENT TO CSA VIA COURIER OR CERTIFIED MAIL, TO: ONE CANON PARK, MELVILLE, NY 11747 ATTN: MARKETING
OPERATIONS, SOFTWARE LICENSE DESK, OR SENT BY EMAIL TO
Canon Solutions America, Inc.
Master Sales and Services Agreement
Rider C
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 15 of 46 [email protected]. CSA may increase pricing during each Renewal Term and may cancel Software Subscriptions and SMAs during any Renewal Term upon written notice to you, in which case you will be refunded any unearned charges for the balance of the Renewal Term. Otherwise, CSA does not provide refunds or credits for any partial terms, except as expressly stated on the applicable Order Schedule.
6. DEFAULT. In the event of your default under this Rider C or if you cancel a Software Subscription(s) or SMA(s) prior to the end of their respective Term or Renewal Term, CSA may, without limiting its other rights and remedies available under applicable law, require you to pay all amounts then due but unpaid, including any applicable late charges, plus an early termination fee equal to the balance of the purchase price or periodic payments. You agree that such charges are reasonable liquidated damages for loss of bargain and not a penalty. The purchase price for the Software or Software Subscription may be incorporated into your Lease payment. You acknowledge that CSA may assign periodic payments to a third party, or its assigns, and agree to pay such assignees.
7. ADDITIONAL LIMITATION OF WARRANTY FOR SOFTWARE AND SOFTWARE SUBSCRIPTION. CSA MAKES NO WARRANTIES OF DATA ACCURACY, SYSTEM INTEGRATION OR
FITNESS FOR USE AND TAKES ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SOFTWARE OR SOFTWARE SUBSCRIPTION. YOU ACKNOWLEDGE AND
AGREE THAT YOU SHALL LOOK SOLELY TO THE ENTITY LICENSING OR SUPPORTING THE
SOFTWARE OR SOFTWARE SUBSCRIPTION AS TO ANY CLAIM OR CAUSE OF ACTION ARISING
FROM THE SOFTWARE, SOFTWARE SUPPORT CONTRACT, OR THE SOFTWARE SUBSCRIPTION,
AND THAT CSA, UNLESS IT IS SUCH ENTITY, SHALL HAVE NO OBLIGATION OR LIABILITY
THEREFORE, AND YOU WAIVE YOUR RIGHTS TO BRING ANY SUCH CLAIM OR CAUSE OF ACTION AGAINST CSA. YOUR PAYMENTS AND OTHER OBLIGATIONS UNDER THIS AGREEMENT SHALL IN
NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE SOFTWARE
SUPPORT CONTRACT OR SOFTWARE SUBSCRIPTION, OR FAILURE IN ANY WAY OF THE SOFTWARE OR SOFTWARE SUBSCRIPTION.
Canon Solutions America, Inc.
Master Sales and Services Agreement
Rider D
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 16 of 46
RIDER D
SUBSCRIPTION SUPPORT SERVICES
THE GENERAL TERMS ARE INCORPORATED HEREIN BY REFERENCE. THE TERMS OF THIS
RIDER D SHALL CONTROL OVER THE GENERAL TERMS UNLESS OTHERWISE SPECIFICALLY STATED HEREIN.
1. Services. When indicated on an Order Schedule referencing this Rider D, CSA will provide to you Subscription Support Services (“Subscription Support Services”) listed in Section 3 below consisting of a) remote support and b) on-site support for CANON and select third party software and hardware solutions.
Subscription Support Services will be provided by CSA at the applicable Resource Level (as detailed in Section 3 below) based upon your resource selection or description of the scope of work to be performed.
Subscription Support Services will be provided during CSA’s local regular business hours (8:30 A.M - 5:00 P.M. Monday through Friday, excluding CSA holidays). Any work approved by CSA to be scheduled beyond these hours will be billed at a premium rate.
2. Term. The term of Subscription Support Services (the “Subscription Term”) shall continue until the earlier of (a) the units of Subscription Support Services specified on an Order Schedule (“Units”) are consumed or (b) for either the number of months indicated on an Order Schedule beginning on the Order Date, or the end of the term of the applicable CFS Lease.
3. Effective Rates. Subscription Support Service Units are available to you based upon the Resource Level utilized to perform the Subscription Support Services:
Resource Level Units Per Hour Min Hours per Engagement
National Consulting and Support (“NCS”) Engineers 5 10
Production Analyst 4 8
Project Management Specialist 4 4
Software Development Specialist 4 4
Local Systems Analyst 3 1
Local Systems Engineer 3 1
Solutions Support Center Agent 3 1
Product Trainer 2 1*
* Subject to Course minimum requirements if applicable
4. Utilization Procedure. Subscription Support Services will be provided during the Subscription Term when requested by you through the CSA service dispatch center. CSA will determine the appropriate Resource Level(s) to be assigned based on your resource selection or description of the requested Subscription Support Services. CSA reserves the right to reject any request by you if CSA determines that such request is for work beyond the scope of the Subscription Support Services covered by this Agreement or the Resource Levels acquired and available from an Order Schedule. Units unused upon the expiration of the Subscription Term on an Order Schedule are non-refundable. If Subscription Support Service requested by you, or completion of ongoing Subscription Support Services, will require Units in excess of the unused quantity available from the applicable Order Schedule, CSA shall notify you in advance of completing the work and you shall instruct CSA to end work or you shall agree to pay for those additional Units at CSA’s then prevailing rates.
Canon Solutions America, Inc.
Master Sales and Services Agreement
Rider D
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 17 of 46
5. Performance of Subscription Support Services. Subscription Support Services may be performed by remote access, or by CSA, or its designee at your business locations if located within CSA’s servicing area. If by remote access, you grant CSA permission to access your systems as required to perform the Subscription Support Services. If on-site at your premises, (a) such personnel shall comply with your reasonable security and other such policies of which CSA has been informed by you in writing; and (b) you will provide such personnel with appropriate workspace at no charge. In either event (a) you will provide assistance as may be reasonably required for the performance of the Subscription Support Services; and (b) you acknowledge that the performance by CSA of Subscription Support Services with respect to any non-CANON hardware or software may be dependent on assistance or cooperation from the third–party manufacturer or developer, including your requirement(s) to purchase any necessary software upgrades or licenses to operate the software.
6. Payment.
(a) Unless the “Bill with my Lease Payment” option is selected on the Subscription Support Services Order Schedule, the total purchase price specified on the Order Schedule is payable in full and in advance within no later than 30 days after the date of CSA’s invoice therefore, and CSA shall have no obligation to provide any Subscription Services until such payment has been made. (b) If the “Finance through my Lease” option is selected on the Subscription Support Services Order Schedule, the total purchase price specified on the Subscription Support Services Order Schedule shall be financed by the Leasing Company through the applicable Lease, as provided herein, over the initial term of the applicable lease.
7. Non-Solicitation. Throughout the Term and for one (1) year following the expiration or termination thereof, you agree that you will not, directly or through any third party, solicit, offer employment to, hire, interfere with or endeavor to entice away from CSA any individual who is an employee of CSA and who, at any time during the Term, was involved in providing Subscription Support Services to you hereunder. You further agree, with respect to any former employee of CSA who was involved in providing Subscription Support Services to you hereunder, that you will not, directly or through any third party, solicit, offer employment to or hire such former CSA employee at any time during the one (1) year period after he or she ceases to be an employee of CSA.
8. ADDITIONAL LIMITATION OF WARRANTY AND LIMITATION OF LIABILITY. CSA WARRANTS
THAT IT WILL PERFORM SUBSCRIPTION SUPPORT SERVICES HEREUNDER IN A PROFESSIONAL AND COMPETENT MANNER CONSISTENT WITH THE RESOURCE LEVEL UTILIZED. OTHERWISE,
CSA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SUBSCRIPTION SUPPORT SERVICES. IN NO EVENT SHALL CSA’S LIABILITY TO YOU
HEREUNDER OR IN CONNECTION WITH THE SUBSCRIPTION SUPPORT SERVICES EXCEED THE AGGREGATE AMOUNT PAID BY YOU TO CSA PURSUANT TO THIS RIDER.
Canon Solutions America, Inc.
Master Sales and Services Agreement
Rider E
Version 2.0, Dated 3-1-22 (Replaces all prior versions) Page 18 of 46
RIDER E
MANAGED PRINT SERVICES
THE GENERAL TERMS ARE INCORPORATED HEREIN BY REFERENCE. THE TERMS OF THIS RIDER E (“Rider E”) SHALL CONTROL OVER THE GENERAL TERMS UNLESS OTHERWISE SPECIFICALLY STATED HEREIN.
1. DEFINITIONS. For purposes of this Rider E:
“MPS” shall mean the managed print services provided by CSA for Covered Printers pursuant to this Rider E, the General Terms applicable to this Rider E, the Customer Expectation Document and the Assessment and Licensing Agreement for MPS Services (“Assessment Agreement”), and all MPS Schedules and Fleet Exhibits issued hereunder.
“Printer” shall mean a desktop office machine designed to print text or pictures onto paper. “Covered Printer” shall mean a Printer for which CSA agrees to provide MPS, which shall be listed on an applicable Fleet Exhibit and shall be deemed to be “Equipment” under the General Terms. “MPS Schedule” shall mean the order form for MPS issued by CSA and executed by you. “Fleet Exhibit” shall mean collectively Exhibit A (for Covered Printers receiving Premier Service), Exhibit A-MICR (for Covered Printers using MICR toner and receiving Premier Service), or Exhibit B (for Covered Printers receiving Standard Service).
“Fleet Adjustment Form” shall mean the form issued by CSA and executed by you to add or remove Covered Printers to or from the appliable Fleet Exhibit. “Standard Service” shall mean MPS provided under the Standard Plan which solely includes provision of Toner Cartridges and monitoring services for those Covered Printers. “Premier Services” shall mean MPS provided under the Premier Plan as described in Section 8 hereof. “Maintenance Consumables” shall mean items provided by CSA to you to maintain a Covered Printer including maintenance kits, fuser kits, transfer belts, and drums, but excludes toner cartridges. “Toner Cartridges” shall mean the toner provided by CSA specifically for a Covered Printer. “Consumables” shall mean Maintenance Consumables and Toner Cartridges. “DCA” shall mean the data collection agent as described in Section 5.d. hereof. “Effective Date” shall mean the date the initial MPS Schedule is executed by you. “Start Date” shall mean the date a Covered Printer is added to a Fleet Exhibit. “Initial Term” shall mean the term of MPS set forth in the applicable MPS Schedule. “Term” shall mean the Initial Term plus any extension or renewal thereof.
2. COMMENCEMENT/RENEWAL. You shall execute an MPS Schedule(s) issued by CSA which shall include an estimate of your Printer models and quantity of same, and the pricing based thereon. Upon your execution of an MPS Schedule, the Parties shall work in good faith to determine which Printers shall become Covered Printers in accordance with the terms of MPS. If the quantity and make up of models of Covered Printers changes during the Term from the original quantity and models listed on the MPS Schedule, CSA reserves the right to adjust the pricing accordingly. Covered Printers shall be listed on Exhibit A (for Covered Printers receiving Premier Service), Exhibit A-MICR (for Covered Printers using MICR toner and receiving Premier Service), or Exhibit B (for Covered Printers receiving Standard Service). Covered Printers shall be added and removed from the Fleet Exhibits pursuant to a Fleet Adjustment Form. A configuration page shall accompany all Covered Printers at the time they are added to the applicable Fleet Exhibit. Charges for a Covered Printer shall commence on the Start Date. MPS shall continue for the Initial Term. Upon mutual execution of an addendum to the applicable Canon Solutions America, Inc.
Master Sales and Services Agreement
Rider E
Version 2.0, Dated 3-1-22 (Replaces all prior versions) Page 19 of 46 MPS Schedule prior to expiration of the Initial Term, MPS shall be extended for an additional term as noted on the applicable addendum.
3. CHARGES. Base charges shall be billed in advance and per image charges shall be billed in arrears on a quarterly basis. Invoices shall be due and payable within thirty days of the invoice date. Applicable taxes and non-standard shipping fees shall be added to the charges. CSA reserves the right to increase the prices listed on any MPS Schedule and the Fleet Exhibit(s) thereto at any time during the Term to reflect increased costs upon thirty (30) days written notice to you. Upon expiration of the Initial Term, charges shall be subject to an increase. If the Fleet Coverage Plan is selected on an MPS Schedule, the Base Charge, Covered Images and Per Image Charges noted on that MPS Schedule or corresponding Fleet Exhibit thereto shall apply to all of the Covered Printers on the MPS Schedule. If the Per Unit Coverage Plan is selected on an MPS Schedule, the Base Charge, Covered Images and the Per Image Charges for each Covered Printer thereon shall be reflected on the MPS Schedule or Fleet Exhibit thereto.
4. ASSESSMENT.
a. Assessment Agreement. Subject to a separate Assessment Agreement (“Assessment Agreement”) which shall be provided to you when you download the DCA, CSA either shall perform, or has performed, a network and system discovery analysis of your IT environment for which MPS are to be rendered. Pursuant to the Assessment Agreement, CSA has used the DCA to identify the components and conditions of your IT environment. CSA may perform an initial walkthrough of your location(s) covered under MPS, in which case you shall identify each networked and non-networked Printer to be covered under an MPS Schedule.
b. Missing Printers. You are solely responsible for discovering and identifying the required information for all Printers to be covered under an MPS Schedule. Although the DCA may help discover Printers based on detection of activity, idle Printers and Printers with no network connection may not be detected during this discovery process. In the event you identify additional Printers which were excluded from the Fleet Exhibits, additional Printers can be added pursuant to the requirements of MPS using a Fleet Adjustment Form or submitting such request on-line within the myCSA website, along with a printed configuration page for each Printer added. The ending meter reading on the configuration page for each Covered Printer will be the start reading for MPS for such Covered Printer. If a previously unused Printer is added to a Fleet Exhibit, the start reading will zero. If you call for MPS or Consumables for Printers that are not Covered Printers, you will be informed such Printer is not covered since it does not appear in the CSA system.
5. COVERED PRINTERS. Covered Printers shall be added to the appliable Fleet Exhibit as follows:
a. Fit for Service. Each Printer must meet the following Fit for Service (“Fit for Service”) requirements to become a Covered Printer:
Prior to the start of a Printer being added to a Fleet Exhibit the following must be confirmed:
i. Each Printer must have a minimum of 25% toner remaining in the cartridge. ii. Each Printer must have a minimum of 25% life remaining for other consumable maintenance items (fuser kit, maintenance kit, drums, transfer kit, etc.). iii. Any Printer displaying a service or supplies alert (error codes, low consumables, etc.) or demonstrating a technical or performance issue (regardless of alert status) must have the condition corrected.
iv. Any Printer with an image quality issue must have the condition corrected.
Any Covered Printer inadvertently placed on a Fleet Exhibit that does not meet the Fit for Service requirements must have the issues promptly remediated or the Covered Printer shall be removed from the Fleet Exhibit and MPS will no longer be provided for that Printer. You may contact CSA Customer Service to purchase the required Consumables and/or request a service call to remediate technical issues, so the Printer can qualify as a Covered Printer and added to the appropriate Fleet Exhibit.
Canon Solutions America, Inc.
Master Sales and Services Agreement
Rider E
Version 2.0, Dated 3-1-22 (Replaces all prior versions) Page 20 of 46
b. Standard Plan and Premier Plans. CSA intends to provide MPS for your entire fleet of Printers, however certain models of Printers may not be eligible for Premier Services due to age, geographic location or other reasons determined by CSA. At CSA’s discretion, Printers ineligible for Premier Services may be eligible for Standard Services and shall only receive toner cartridges and monitoring services. Each Covered Printer receiving Standard Services will be identified on Exhibit B. Premier Services are set forth in Section 8, which apply to the Covered Printers identified on Exhibit A or Exhibit A -MICR. The Parties may agree to add or remove Covered Printers from time to time during the Term through the use of the Fleet Adjustment Form. c. Configuration and Meter Reads. You shall provide CSA with a standard device configuration sheet showing the start meter reading for the Printer(s) when added to a Fleet Exhibit. Otherwise, CSA may compute a start reading for the Printer(s) utilizing the current meter reading and subtracting an estimated monthly volume per printer, as determined by CSA. CSA shall automatically collect periodic meter readings from the Covered Printers using the DCA. If CSA does not receive timely meter readings from the DCA or alternatively from you through other means of communication, CSA will estimate the usage on Covered Printers utilizing predetermined average monthly volume information, which are based on CSA standard usage rates by model. d. Installation of DCA Software. CSA will work with your IT staff to perform the initial installation of the DCA for networked Printers. CSA will provide all technical support, updates and maintenance for the DCA. The DCA is initially installed on your network for connectivity to networked Printers. A local DCA program must be installed on individual networked computers in order to communicate with non-networked Printers. In CSA’s sole discretion, CSA may assist your IT staff to push the local client version of the DCA software for use with any non-networked Printers. It is your responsibility to keep the DCA installed during the Term, including any reinstallation that may be required as a result of a change in your infrastructure or environment, such as when upgrading, replacing or repairing related computers or networks.
e. Asset Tagging. Each Covered Printer may be tagged with a CSA service tag by a CSA representative. The tag shall include information identifying a Covered Printer, such as the serial # of the printer, the phone # for service and supplies and other relevant information. The tag should not be removed from the Covered Printer during the Term. CSA may mail tags to you for placement on the Covered Printers for additions or remote locations. f. Changes. Additions or deletions to Covered Printers on a Fleet Exhibit are made by executing a Fleet Adjustment Form indicating the pertinent information on the specific Printers added or Covered Printers removed from the applicable Fleet Exhibit, or submitting such request on-line within the myCSA website. You must provide a printed configuration page from each added Printer or removed Covered Printer. Changes to the types and quantities of Covered Printers used to calculate pricing on the MPS Schedule may impact the Base Charge, Covered Images and Per Image Charges reflected on an MPS Schedule or the related Fleet Exhibits on a prospective basis. g. Unused Consumables. “Unused Consumables” are defined as the original items shipped to you, which:
i. were provided to the you by CSA
ii. are in the original box, which is unopened and undamaged iii. the contents are sealed and undamaged
iv. are deemed resalable, in CSA’s sole discretion
h. Return of Unused Consumables and Restocking Fee. At the expiration or cancellation of the Term, or a significant reduction or change in the number and types of Covered Printers, you shall return all Unused Consumables as instructed by CSA at your expense to CSA within thirty (30) days.
CSA may invoice you for any missing Unused Consumables at is standard retail price, and you agree to timely pay for same. A restocking fee of fifteen percent (15%) of CSA’s standard retail Canon Solutions America, Inc.
Master Sales and Services Agreement
Rider E
Version 2.0, Dated 3-1-22 (Replaces all prior versions) Page 21 of 46 price shall be charged for all Unused Consumables returned to CSA, unless the returned Unused Consumable is deemed defective or a restocking fee is prohibited by law. i. Shipping Fees. All Consumables will be shipped via UPS Ground or similar service from other carriers (standard shipping method). Charges for each shipment shall be your responsibility and will be billed accordingly. “Shipment” is defined as each delivery (regardless of carrier) with a unique transaction ID. You may also request shipments to be delivered via non-standard shipping methods including, but not limited to: rush, messenger service, overnight, etc. Non-standard shipping will be billed at a premium rate and shall be your responsibility. j. Consumables Availability. CSA shall use commercially reasonable efforts to procure Consumables for the Covered Printers. Covered Printers are provided replenishment of Original Equipment Manufacturer (“OEM”) or 3rd party manufactured Toner Cartridges, as indicated on the applicable MPS Schedule, for exclusive use with the Printers specified on the related Fleet Exhibit. In the event OEM Toner Cartridges are no longer readily available (for any reason including discontinued by the manufacturer, restricted distribution, exhausted inventory, etc.) CSA shall, at its option, either (i) substitute OEM cartridges with compatible (3 rd party) toner cartridges; (ii) substitute comparable printer(s) at your expense; or (iii) cancel the balance of any remaining term of the MPS contract for the affected Covered Printer(s) and refund the unearned portion of any prepaid charges associated with the affected Covered Printers. Maintenance Consumables may be OEM or manufactured by third parties, and if no longer available for any reason as set forth above, CSA shall have the option of (ii) or (iii) herein at its sole option. You shall bear all risk of loss for Consumables.
6. YOUR RESPONSIBILITIES. As a condition precedent to CSA’s duties, You agree to comply with the terms of MPS herein, including but not limited to:
a. The Printers shall meet the “Fit for Service” requirements outlined in Section 5.a. above and shall be in good working condition on the Start Date (as determined solely by CSA in its reasonable discretion.)
b. You shall provide CSA with an accurate location and printed configuration page for each Covered Printer placed on a Fleet Exhibit. You shall notify CSA if you relocate any Printers from the address indicated on the Fleet Exhibits.
c. You shall use only CSA approved parts and supplies for the Covered Printers. d. You shall have proper electrical and network connections and install and use CSA approved surge protector(s).
e. You shall provide a key operator responsible for designated duties in the operator’s manual and ensure that the proper Consumables are being installed and/or used correctly with the Covered Printers (“Key Operator”).
f. You are solely responsible for security of your electronic and other data. g. You must install and keep the DCA installed on your network for networked Covered Printers and locally for non-networked Covered Printers throughout the Term. If the DCA does not communicate with CSA for any reason, you agree to timely provide manual meter readings. h. You agree that CSA may use estimated meter readings if it does not receive timely meter reading(s) for any Covered Printer(s) for invoicing purposes, which you agree to pay. i. You shall utilize the Fleet Adjustment Form for adding Printers to, or deleting Covered Printers from the Fleet Exhibits.
j. You acknowledge that CSA will only provide MPS for Covered Printers, and you will only use Consumables in and for the Covered Printer for which they were ordered. k. You acknowledge that CSA’s ability to deliver the services is dependent upon your full and timely cooperation with CSA, as well as the accuracy and completeness of the information provided by you to CSA.
Canon Solutions America, Inc.
Master Sales and Services Agreement
Rider E
Version 2.0, Dated 3-1-22 (Replaces all prior versions) Page 22 of 46 l. If you relocates any Covered Printers, you must promptly notify CSA to ensure location information is accurate. You are responsible for de-installing and reinstalling all relocated Covered Printers including installation of the DCA in order to keep the Covered Printers communicating with CSA.
Covered Printers relocated outside of CSA’s servicing territory may not be eligible to continue to be a Covered Printer.
j. The Customer Expectations Document and Assessment Agreement found at https://ess.csa.canon.com/customerdocuments.
7. TONER CARTRIDGES AND RECONCILIATION
a. MPS pricing and included Toner Cartridges is based upon 5% toner coverage for black & white and 20% for color letter size pages. You agree that CSA may invoice you for excess usage in the event your actual toner usage exceeds these assumptions by more than 10%. Excess toner charges shall be computed using the Expected Print Volume (“EPV”) minus the actual print volume reported. The EPV = actual number of cartridges shipped x the toner yield per cartridge x 90%. b. You shall bear all risk of loss, theft or damage to Toner Cartridges, which shall remain CSA’s property and any Unused Toner Cartridges shall be returned promptly as set forth in Section 5.h. above. c. If, during the first three (3) months of the initial term of any MPS Schedule, the assumptions used to develop the pricing and any related statement of work are found to be incorrect or misstated, the Parties agree to meet and in good faith negotiate equitable changes in the scope of work and associated charges.
8. PREMIER SERVICES. YOU SHALL RECEIVE THE SERVICES DESCRIBED IN THIS PARAGRAPH 8 ONLY FOR THE COVERED PRINTERS LISTED ON EXHIBIT A OR EXHIBIT A MICR. SUCH SERVICES ARE SUBJECT TO THE EXCLUSIONS HERINAFTER DESCRIBED.
8.1 COVERED SERVICES.
a. CSA shall provide all routine preventive maintenance, maintenance kits and emergency service necessary to keep the Covered Printers in good working order in accordance with MPS and CSA’s normal practice. Such service shall be performed during CSA’s local regular business hours (8:30 A.M. to 5:00 P.M. Monday through Friday, except holidays).
b. You shall afford CSA full, free and safe access to the Covered Printers to perform on-site service. CSA may terminate its maintenance obligations as to any Covered Printers if you relocate it to a site outside CSA’s authorized service territory. If, in CSA’s opinion, any Covered Printers cannot be maintained in good working order through CSA’s routine maintenance services, CSA shall, at its option, either (i) substitute comparable Printers at your expense or (ii) cancel the balance of any remaining term of the applicable MPS Schedule as to such Covered Printers and refund the unearned portion of any prepaid charges hereunder. Parts replaced or removed by CSA in connection with MPS shall become the property of CSA and you disclaim any interest therein.
8.2 NON-COVERED SERVICE . You acknowledge that CSA shall not have obligations for the Covered Printers related to: i) overhauls and/or reconditioning; ii) user errors; (iii) the alteration, modification or customization of any software controlling, used by, installed on or embedded in the Covered Printers; (iv) the service or repair of devices, accessories, power, data or communication lines or other instruments which are external to or otherwise not a component part of the Covered Printers; (v) data erasure or hard drive removal or (vi) supplying external communications or data transfer lines, paper or other throughput, staples, cassettes, exit trays or other like items or supplies (other than CSA providing Consumables) used or consumed in the normal operations of the Covered Printers (“Excluded Items”). The following services, and any other work beyond the scope of MPS, shall be invoiced in accordance with CSA’s then current labor, parts and supply charges: (a) replacement of any Maintenance Consumables, (b) repairs necessitated by factors other than normal use including, without limitation, any willful act, negligence, abuse or misuse of the Covered Printers; Canon Solutions America, Inc.
Master Sales and Services Agreement
Rider E
Version 2.0, Dated 3-1-22 (Replaces all prior versions) Page 23 of 46 the use of parts, supplies or software which are not supplied by CSA and which cause abnormally frequent service calls or service problems; service performed by personnel other than CSA personnel; transportation of the Covered Printers; accident; use of the Covered Printers with non-compatible hardware or software components; electrical power malfunction or heating, cooling or humidity ambient conditions; (c) re-installation or relocation of Covered Printers; (d) repairs to or realignment of Covered Printers, and related training, necessitated by changes you made to your system configuration or network environment; (e) repairs or service required as a result of inadequate operation of the Covered Printers (e.g., CSA technician is dispatched to rectify a problem described in the operator manual); (f) work which you request to be performed outside of CSA’s regular business hours.
9. ADDITIONAL EXCLUSION OF WARRANTIES. CSA EXPRESSLY DISCLAIMS ALL WARRANTIES
EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE COVERED
PRINTERS AND SOFTWARE (INCLUDING THE DCA OR ANY METER READ COLLECTION METHOD PROVIDED BY CSA). YOU EXPRESSLY ACKNOWLEDGE THAT THE FURNISHING OF MPS DOES NOT
ASSURE UNINTERRUPTED OPERATION AND USE OF THE COVERED PRINTERS, SOFTWARE, INCLUDING THE DCA OR OTHER METER COLLECTION METHODS.
10. TERMINATION. Should you terminate any MPS Schedule in whole or in part prior to the expiration of the Term other than for a material, uncured breach by CSA, and any terminated Covered Printer is not replaced with a device provided by CSA, you shall immediately pay to CSA all charges then due but unpaid, including any applicable late charges, plus an early termination fee equal to three (3) times the average monthly billing to date and any excess toner charges as set forth in Section 7 hereof. You agree that such charges are reasonable liquidated damages for loss of bargain and not a penalty. Early termination charges are due in full immediately with the written termination notice, and are intended as a reasonable estimate of the anticipated damages to CSA arising from set-up, personnel training, parts, labor, and similar costs. Your termination will not be effective until the early termination fee and any excess toner charges are paid in full.
Any rights or remedies of either Party existing prior to or as of the date of termination, such as for compensation, shall survive any termination or expiration of any MPS Schedule. You shall promptly return any Covered Printers, software or Consumables owned, controlled or licensed by CSA.
11. MISCELLANEOUS. MPS shall be binding upon you when you execute the initial MPS Schedule, and shall be binding upon CSA upon commencement of MPS. MPS contains the complete agreement between the Parties with regard to MPS and shall, as of the Effective Date thereof, supersede all other agreements, if any, between the Parties relating to the MPS. The Parties stipulate that neither of them has made any representation with respect to the subject matter of MPS or the execution and delivery hereof except such representation as are specifically set forth herein. MPS shall inure to the benefit of and be binding upon the successors and permitted assigns of the respective Parties. Headings are for convenience only and shall not be considered in the interpretation of MPS.
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 24 of 46
RIDER F
LARGE FORMAT TERMS
THE GENERAL TERMS ARE INCORPORATED HEREIN BY REFERENCE. THE TERMS OF THIS
RIDER F SHALL CONTROL OVER THE GENERAL TERMS UNLESS OTHERWISE SPECIFICALLY STATED HEREIN.
“Consumables” for purposes of this Rider F shall mean toner, developer, and/or inks. “Equipment” for purposes of this Rider F shall mean, and only apply to Large Format models as identified in the definition of Large Format below.
“Software” for purposes of this Rider F shall mean, and only apply to software provided for use with or by Large Format models as identified in the definition of Large Format below. “Large Format” for the purposes of this Rider F shall mean PlotWave, ColorWave, imagePROGRAF, Arizona, and Colorado Series hardware, software and accessories.
1.0 LARGE FORMAT MAINTENANCE / TERM / CHARGES.
a) Maintenance, identified as “Standard Svc Contract” in the “Service Type” section of an Order Schedule when applicable, shall commence upon installation of the Equipment or, if Maintenance is not requested at the time of initial installation, upon certification by CSA, or, at the conclusion of the warranty period, if any, as noted on an Order Schedule. Maintenance will be provided as is specifically set forth in the applicable Order Schedule.
b) The Order Schedule shall identify the initial Maintenance term when elected and customer may not terminate Maintenance during the initial term. Maintenance shall be automatically renewed for successive one (1) year terms at CSA’s then-current charges and under the terms and conditions herein unless either party gives the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of any initial or renewal term. If the Order Schedule indicates that Maintenance is provided with a Fixed Price Plan, charges for Maintenance shall not increase during the initial term; and if an Order Schedule indicates that Maintenance is provided with a Standard Price Plan, charges for Maintenance, or any component thereof, including supplies and other materials, are subject to an annual increase of up to ten percent (10%) per year as determined by CSA in its sole discretion. Upon renewal and upon 90 days written notice, charges are subject to an annual increase on each anniversary of the start date.
c) (i) For the period from the Effective Date to the date that monthly (or quarterly) billing commences for the initial Base Charge Per Unit as set forth on the applicable Order Schedule ("Interim Period"), Customer shall pay CSA an amount equal to the Base Charge Per Unit divided by thirty (30), or if Maintenance Payment frequency is quarterly divided by ninety (90) and multiplied by the number of days in the Interim Period plus Excess Usage Charges (“Excess Usage Charges”). CSA shall invoice the Base Charge Per Unit in advance and shall invoice the Excess Usage Charges and other usage fees (collectively "Maintenance Service Charges”) periodically as indicated in the Order Schedule. If applicable, Customer shall provide meter readings by the last calendar day of each month showing the monthly usage by a CSA approved method. Should such meter readings not be provided in a timely fashion, Excess Usage Charges may be estimated by CSA. Upon receipt of the actual meter reading, CSA shall adjust Customer’s account as applicable. IN THE
EVENT CSA DETERMINES AT ITS SOLE DISCRETION THAT CUSTOMER HAS ORDERED
CONSUMABLES BEYOND A REASONABLE REQUIREMENT BASED ON INDUSTRY
ACCEPTED CLICK VOLUME MEASUREMENTS, CSA MAY, IN ITS SOLE DISCRETION, UPON
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 25 of 46
REASONABLE DEMONSTRATION OF SUCH EXCESS USE BY CUSTOMER, BILL CUSTOMER THE LIST PRICE OF THE EXCESS CONSUMABLES. In addition to Maintenance Service Charges, CSA may assess a fuel surcharge (“Fuel Surcharge”) to offset increases in fuel expenses.
The Equipment may contain software that allows CSA to access the Equipment remotely (“Remote Software”). In such cases, Customer authorizes CSA to use the Remote Software to (a) receive software updates and transmit use and service data accumulated by the Equipment over Customer’s network by means of an HTTPS protocol and (b) store and analyze such data solely for CSA’s own purposes related to servicing the Equipment and for product improvement. Customer hereby requests that CSA enable the Remote Software on the Equipment listed in the Order Schedule. Upon written request, CSA can provide Customer a copy of a security white paper describing the Remote Software in more detail.
(ii) Unless otherwise set forth in an Order Schedule, Maintenance charges shall start billing and Customer shall start payment upon the completion of installation. Maintenance charges as listed on the applicable Order Schedule are billed at the frequency noted on the Order Schedule. with Base Charge Per Unit (s) billed in advance and Excess Usage Charges billed in arrears. If Equipment is installed on other than the first of the month, then the period from the install date to the end of the month shall be the "Interim Period". Customer shall pay CSA an amount equal to the applicable Base Charge Per Unit divided by thirty (30) days and multiplied by the number of days in this Interim Period. Excess Usage Charges shall also be invoiced according to the meter reading for this Interim Period. If there are other invoicing requirements, this may result in a longer initial term. After the Interim Period, CSA shall invoice you at the frequency noted on the Order Schedule or, if specified, on a rolling 30-day basis for the number of months indicated on the Order Schedule.
For purposes of clarity and by way of example only, if Equipment is installed on December 15th, billing for full calendar months with Interim Period shall be as follows: 12/15 -12/31, 1/1-1/31, 2/1- 2/28, 3/1-3/31 and so on. Using the same installation date, rolling 30 day invoicing shall be as follows: 12/15-1/14, 1/15-2/14, 2/15 – 3/14, and so on.
1.1 COVERED SERVICE.
a) CSA shall provide Customer: (i) CSA's standard preventive Maintenance services (“PM’s”) in accordance with CSA’s standard policies, which includes labor, testing, adjusting, cleaning and replacement of components scheduled in accordance with the Equipment service specifications (the length and frequency of periods of time required for preventive Maintenance will solely be determined by CSA); and (ii) firmware updates, including safety related updates to Software embedded in the Equipment as its operating system and engineering changes, as deemed necessary by CSA; all to be provided during CSA’s standard business hours of Monday through Friday 8:30AM to 5:00PM, unless otherwise set forth in the Order Schedule. PMs without supplies shall be identified as “Service Only” in the Contract Type section when applicable. Service on CSA holidays is available with advance notice to CSA and CSA shall bill Customer at its then current hourly rates for holiday service. PM’s performed on weekends, holidays or between 5PM and 8:00 AM (at Customer’s request) will be billed at CSA’s holiday rates in effect at the time of such service.
b) Customer shall: (i) if required by CSA, allow CSA to store reasonable quantities of Maintenance equipment and/or parts on Customer's premises; (ii) provide a suitable environment for the Equipment in accordance with manufacturer’s requirements; (iii) report to CSA by the last calendar day of each month, the monthly usage according to the meter reading in footage or images as applicable; and (v) promptly inform CSA of any Equipment malfunctions or operating problems.
CSA shall retain title to such Maintenance equipment and/or parts. Customer shall NOT interfere with the proper operation of the meter. The Equipment may not perform or produce output at expected quality levels if the environmental requirements are not maintained at all times, and,
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 26 of 46 pursuant to Section 1.2, CSA is not responsible for repairs required due to Customer’s failure to maintain such environment.
c) If Customer refuses to permit installation of a safety change or removes one already installed, CSA may discontinue Maintenance for all Equipment until the hazard has been corrected. All defective parts replaced during Maintenance shall become the property of CSA. Parts used for repair may be used or remanufactured.
1.2 NON-COVERED SERVICE.
a) Customer acknowledges that CSA shall not have any obligation related to:
(i) provision and installation of optional retrofits;
(ii) enhancement of any feature of the Equipment;
(iii) services connected with Equipment relocation;
(iv) installation/removal of accessories, attachments, or other devices; (v) exterior painting or refinishing of Equipment;
(vi) maintenance, installation, or removal of Equipment or devices not provided by CSA; (vii) performance of normal operator functions as described in applicable CSA operator manual(s), including, but not limited to, loading of toner, inks and/or paper; (viii) performance of services necessitated by accident, disaster including effects of water, wind, lightning, terrorism, or negligence;
(ix) performance of services necessitated by the introduction of a computer virus or other bug into the Equipment or Software;
(x) the use of paper or forms not in compliance with CSA’s or the manufacturers specifications; (xi) performance of service necessitated by any modification, alteration or any other change whatsoever of Customer's computer system into which the Equipment is integrated or otherwise connected;
(xii) services connected to neglect, misuse, or use of the Equipment for purposes other than for which it was designed, or failure to operate the Equipment in accordance with CSA's or manufacturer’s operating instructions or within manufacturer’s specifications; (xiii) repairs and services required due to Customer’s failure to continuously provide a suitable ambient environment in accordance with CSA's requirements; (xiv) attachment(s) to the Equipment, including connection of devices not supplied by CSA, which cause the Equipment to malfunction, unless previously authorized in writing by CSA; (xv) use of inappropriate (or failure to appropriately use) Consumables or parts; or the use of expired Consumables;
(xvi) Maintenance or repair services performed by Customer or a third party without written authorization from CSA;
(xvii) pre or post processing Equipment disconnected from the printing system to which it was originally installed unless previously authorized in writing by CSA, or; (xviii) data security, hard drive removal.
b) If, in CSA’s sole opinion, Equipment has been rendered unrepairable, then CSA may refuse to render Maintenance under the Agreement and may terminate the Agreement as to such units of Equipment. If repairs or replacements as set forth above are needed due to reasons listed above, CSA’s prices to provide any repair or replacement shall be invoiced in in accordance with CSA’s then current labor, parts, and supply charges. All repairs will be governed by the terms of the Agreement; however, CSA reserves the right to decline to perform such services.
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 27 of 46 c) CSA may withdraw any item of Equipment or Software from Maintenance coverage (i) if such Equipment or Software has been removed from CSA’s servicing area or (ii) if CSA declares end of life for such Equipment or Software, and then only with at least ninety (90) days prior written notice.
Customer may terminate Maintenance in any renewal term upon ninety (90) days prior written notice. Customer shall pay monthly service charges up to the date of termination.
1.3 ORDERING OF SUPPLIES AND OTHER MATERIALS.
Customer orders for Consumables, staples, field replaceable units, expendables or any other supplies or materials normally purchased by Customers (a) must include a valid Customer purchase order number; (b) are shipped to Customer FOB destination; and (c) are subject to a twenty percent (20%) restocking fee if accepted for return by CSA pursuant to its Material Return Authorization (MRA) procedure. If Customer requires a carrier other than CSA’s preferred carrier(s), Customer shall provide CSA with the carrier’s name and Customer’s account number so that delivery charges will be incurred directly by Customer. If Customer requests an emergency shipment of supplies, CSA will ship the supplies at its earliest feasible opportunity.
Claims for defective items, item shortages and invoice discrepancies as well as notification of both lost shipments and in transit damage to items (not otherwise accepted by Customer) must be provided to CSA within ten (10) days of the earlier of (i) receipt of the item or (ii) the invoice date (whichever is applicable).
CSA recommends that Customer place a Consumable replenishment order for one (1) month of production quantity when on-site stock of such Consumable falls below four (4) weeks of inventory. Consumables are not returnable. Inks and toners have shelf lives that vary by product. Expiration dates, if any, are printed on the container. CSA’s fulfillment of Consumable orders will be based on maximum Customer inventory levels. CSA may delay shipment of Consumables ordered by Customer in cases where the on-site Consumables inventory exceeds the maximum level of eight (8) weeks of production quantity. To effectively manage Consumables’ shelf lives and avoid obsolescence, Customer shall manage Consumables by applicable expiration dates, using oldest Consumables first.
1.4 SOFTWARE SUPPORT; MODIFICATIONS.
CSA will use reasonable efforts to correct reproducible errors in any current, unaltered release of Software caused by a defect or malfunction which prevents Customer from operating the Software in a manner consistent with CSA’s then current published specifications. CSA, in its sole discretion, shall choose the method to correct or replace the Software. These methods may include, but are not limited to, telephone, remote and on-site support.
1.5 SOFTWARE REVISIONS.
CSA will make Software revisions available at no charge for Software deemed by CSA as “current” release versions to Customers covered under an active CSA software Maintenance contract. Software revisions shall be defined as enhancements, modifications, updates, and improvements to the Software that CSA classifies as dot releases, meaning the Software revision code changes only in the fractional portion of the program level (i.e. v1.20 >v1.25> v1.41, etc.) (“Dot Release”). New functionality may be available with Dot Releases and will be offered to Customers at an additional cost. Installation of Dot Releases may, at CSA’s sole discretion, be chargeable at CSA's then current hourly Professional Services rates with minimum charges for service time, including travel and on-site wait time. In addition, the cost of any server hardware modifications/upgrades required to run the Dot Releases are the Customer’s sole responsibility.
1.6 NEW SOFTWARE RELEASES.
CSA will make “new” Software releases available to Customers covered under an active CSA software Maintenance contract at an additional cost. New Software releases are defined as those enhancements, modifications, updates, new functionality and improvements that CSA classifies as a “version release”, meaning the whole number portion of the Software version changes (i.e. v1. xx >v2.xx>v3.xx etc.) (“Version
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 28 of 46 Release”). Installation of Version Releases may, at CSA’s sole discretion, be chargeable at CSA's then current hourly Professional Services rates with minimum charges for service time, including travel and on- site wait time. In addition, the cost of any server hardware modifications/upgrades required to run the Version Release are the Customer’s sole responsibility. CSA will provide support services for (a) the latest Software Version Release (e.g.v5) following the date it is made generally available and (b) for the immediately prior Version Release (e.g. v4) during the twelve (12) month period following the date the latest Software Version Release (v5) is generally available. Software support shall terminate if CSA declares end of life for such Software, and then only with at least ninety (90) days prior written notice.
1.7 ITEMS NOT COVERED UNDER SOFTWARE SUPPORT. Support does not include:
a. administration of servers or database products;
b. support of Software installed on equipment using “beta” or operating systems not supported by CSA; c. resolution of network errors not directly related to Software; d. installation, setup or support of third-party products not supported by CSA or software not acquired from CSA: or
e. updates, upgrades and new releases or versions of third-party products sold with or used in conjunction with CSA Software.
1.8 CUSTOMER SOFTWARE RESPONSIBILITIES.
It is the responsibility of Customer to make and maintain adequate backups of data and configuration of Software. CSA shall not be liable for any losses (of data or productivity or of any other kind) resulting from rebuilding or reconfiguring Software to the original, factory configuration. Reloading, rebuilding and reconfiguring of server software may, at CSA’s sole discretion, be chargeable at CSA's then published hourly Professional Services rates with minimum charges for service time, including travel and on-site wait time. Purchase and administration of anti-virus software is Customer’s responsibility. Assistance for installing and maintaining anti-virus software is outside the scope of standard support but is available from CSA as a billable service upon request.
1.9 SOFTWARE HELP DESK SUPPORT (not applicable to CSA products under 7x24 service coverage) If Customer purchases “Remote Help Desk Support”, then the following terms are applicable:
a. CSA provides Remote Help Desk Support via telephone, to access CSA Support Specialists for operator questions, installation support, explanation of maintained software features and functionality, network connectivity questions, and other support issues (“Remote Support”). Remote Support is available Monday – Friday 8:30AM to 8:00PM ET, excluding CSA holidays. By purchasing Remote Support, Customer has unlimited access to the help desk. b. CSA will provide Remote Support to those Customer employees who have been issued an ID code providing email/telephone access to the CSA Software Support Center. Customer shall be responsible for controlling ID code access and for any unauthorized use of ID codes. ID codes are non-transferable.
1.10 SOFTWARE LICENSE
a. CSA grants Customer a personal, non-exclusive, non-transferable, limited license to use the Software (in compiled object code form) in the United States solely for its internal use and to use the documentation in support of Customer’s authorized use of the Software for the time period set forth in the Order Schedule or, if no time period is set forth in the Order Schedule, until the Agreement is terminated in accordance with its terms or until Customer ceases using Software with the Equipment.
In addition to the Software, the Equipment identified in the Order Schedule may contain other software that is used in connection with the maintenance of the Equipment (the “Maintenance Software”).
Customer hereby acknowledges and agrees that the Maintenance Software has been installed for the sole purpose of use by a field engineer or technician authorized in writing by CSA to maintain the Equipment. Customer is not granted, whether by license or otherwise, any right to access or use the
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 29 of 46 Maintenance Software for any purpose whatsoever, all rights to which are hereby expressly reserved by CSA. Any access or use of the Maintenance Software or any part thereof by Customer or any other person, including any person who purchases the Equipment from the Customer, is strictly prohibited.
The Software license granted hereunder may not be assigned by Customer without the written consent of CSA and the payment of an additional license fee by the assignee (or subsequent licensee). No such additional license fee shall be due for Software embedded in the Equipment in the form of firmware.
b. Software, including all results, information, ideas, data and products of any services provided by CSA (excluding Customer’s data throughput) shall be the sole property of CSA or its suppliers and shall be regarded by Customer as Confidential Information of CSA. Customer shall not sell, transfer or otherwise make available the Software or documentation to any third party and shall secure and protect them from disclosure and shall take such action as is necessary with its employees (including contractors and temporary help) and other persons permitted access to them to satisfy Customer’s obligations hereunder. Customer may disclose the Software and documentation to its employees (including contractors and temporary help) only to the extent (a) such disclosure is necessary to enable Customer to use the Software within the scope of the license granted herein and (b) any such parties agree that the Software is CSA’s confidential information and agree to protect the Software pursuant to the terms set forth herein. Customer may make one copy of the Software in machine readable form for backup and archival purposes as may be necessary to support Customer’s internal use of the Software with the Equipment on which use is licensed. Customer shall not modify, use other than for purposes of the Agreement, reverse engineer, disassemble or decompile any Software in whole or in part. All Software is a “commercial component,” as this term is defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “computer software documentation,” as such terms are defined in 48 C.F.R. §252.227-7014(a)(1) and 48 C.F.R. §252.227-7014(a)(5), respectively, and used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable and all as amended from time to time.
Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, and other relevant sections of the Code of Federal Regulations, as applicable, and all as amended from time to time, all U.S. Government entities acquire Software only with those rights set forth in the Agreement.
2.0 EDUCATIONAL SERVICES SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER SCHEDULE
REFERENCES EDUCATIONAL SERVICES, THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS OF THIS RIDER F.
a) Educational Services are offered to Customer by CSA in the form of training sessions and are provided during CSA’s standard business hours (Monday through Friday excluding CSA holidays - 8:30 AM to 5:00 PM local time) unless Customer purchases after hour on-site training at additional cost. Training may take place at a CSA central training facility or at Customer’s site as determined by CSA and Customer. Each training session is a one-time event or a one-time visit. Customers are charged separately for each training session. The composition and duration of each training session is determined solely at CSA’s discretion.
b) Standard CSA rates apply. CSA rates are subject to change without notice. Customer is responsible for Customer’s travel and lodging expenses. CSA will bill Customer, and Customer agrees to pay, CSA’s reasonable travel, hotel and other reasonable expenses in connection with Customer on-site training sessions.
c) Training materials for each training session are provided to Customer and/or Customer’s registrants as set forth under CSA’s then current policy. Such training materials are CSA Confidential Information.
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 30 of 46
d) Unless otherwise agreed in writing, Educational Services must be completed within sixty (60) days after the date of installation. In the event Educational Services are not completed within this time period and provided the delay is not due to CSA, Customer’s Educational Services shall automatically terminate with no further obligation on the part of CSA, in which case Customer shall not be entitled to a refund.
Monies paid towards a training session in connection with a specific model of Equipment or Software is not transferrable to any other model of Equipment or software and may not be used by Customer to pay for any other Equipment, Maintenance, Professional Services or training offering.
e) Cancellation/Rescheduling. (i) CSA may cancel an on-site training session by providing notice to Customer no less than five (5) business days prior to the scheduled date of training. If a training session is cancelled by CSA and CSA and Customer do not agree to reschedule such session, upon request of Customer, CSA will refund the purchase price for the cancelled training session. CSA is not responsible for any expenses incurred by Customer or Customer’s registrant in connection with such cancellation. (ii) CSA may reschedule a training session by providing notice to Customer no less than five (5) business days prior to the scheduled date of training. CSA is not responsible for any expenses incurred by Customer or Customer’s registrant in connection with such rescheduling. (iii) Upon written notice to CSA received no less than five business days prior to the date of a scheduled training session, Customer may cancel such training session and receive a full refund of Customer’s purchase price for such training session; or, Customer may reschedule such training session at a mutually agreeable time and place. If CSA and Customer do not agree on dates and location for a rescheduled session, upon request of Customer, CSA will refund the purchase price for the cancelled training session. In the event that CSA has incurred any non-refundable costs or expenses, such as travel, lodging and related expenses, in anticipation of such training session, Customer shall reimburse CSA for such costs and expenses. (iv) Monies received for a training session, and the cancellation notice of which is received by CSA within five business days of the scheduled date for such training session, are not refundable.
However, CSA may, within its sole discretion, apply such monies to a rescheduled training session. In any event, to the extent CSA has incurred any non-refundable costs or expenses, such as travel, lodging and related expenses, in anticipation of such training session, Customer shall reimburse CSA for such costs and expenses. (v) CSA is not obligated to refund any monies paid for registrants not attending any scheduled training session.
3.0 EASYPAC II PROGRAM SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER SCHEDULE
REFERENCES EASYPAC II, THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS OF THIS RIDER F.
a) DEFINITIONS.
“Excess Charges” means charges in excess of the SmartClick Allowance. “Program” means the EasyPac II TDS Black Toner/ PlotWave Black Toner/ ColorWave Toner Pearls Carton Program, identified as “EasyPacII” in the “Contract Type” section on an Order Schedule when applicable.
“Scheduled Supplies” means: in connection with PlotWave® Equipment, the fixed amount of black toner to which Customer is entitled as set forth in the Agreement(s) and/or an Order Schedule “Supplies” means: (i) for PlotWave Equipment, Black Toner; (ii) for ColorWave Equipment, TonerPearls® cartons.
“Supplies Entitlement” means: in connection with the ColorWave Equipment, the amount of TonerPearls cartons to which Customer is entitled as set forth in the Agreement(s) and/or an Order Schedule
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 31 of 46 “SmartClick™” means a CSA proprietary measurement derived from (1) the amount of toner used; plus (2) the area of media used, for each application printed on the Equipment.
b) SUPPLIES PROGRAM. So long as Customer is not in default, the Program entitles Customer to the fixed amount of genuine Supplies set forth in the applicable Order Schedule, on a scheduled or entitlement basis. When applicable, the Supplies Entitlement included shall be identified in the “Ink or Toner Entitlement” Section of an Order Schedule. Scheduled Supplies for PlotWave models will be shipped directly to the Ship to address set forth in the Order Schedule during the term of such Order Schedule. Supplies for the ColorWave models will be shipped pursuant to Customer’s order and subject to the Supplies Entitlement during the term of the applicable Order Schedule. Supplies may be used solely with the Equipment set forth on the Order Schedule(s). Any additional Supplies that are required beyond the Scheduled Supplies or Supplies Entitlement can be ordered directly from CSA at an additional cost to Customer.
c) SUPPLIES SHIPMENT. For PlotWave Equipment and provided Customer is not in default: Supplies shipments will be automatically shipped and will continue for the full term of the applicable Order Schedule, without Customer’s request or without requiring any documentation or order confirmation from Customer. For PlotWave Equipment, one unit of Supplies is equal to one carton of Black Toner.
Changes to this shipment schedule are valid only upon execution of a new amendment to the applicable Order Schedule. CSA will ship only on the periodic shipment schedule dates. CSA will not accelerate or expedite shipments unless otherwise approved by CSA. For ColorWave Equipment and provided Customer is not in default: Supplies will only be shipped once an order has been placed by Customer.
For ColorWave Equipment, one unit of Supplies is equal to one TonerPearls cartons.
d) PRICING. For PlotWave Equipment: CSA will ship the Scheduled Supplies for the term of the applicable Order Schedule. Additional amounts of Supplies may be required by Customer for excess print volumes or applications based on Customer’s actual usage. Customer is responsible for ordering and paying for Supplies in excess of the Scheduled Supplies. Should Customer require additional Supplies beyond the Scheduled Supplies, CSA will ship such additional quantities to Customer upon acceptance of Customer’s purchase order for such additional Supplies. Customer will be invoiced separately for such additional orders over Scheduled Supplies and agrees to pay for such additional quantities. CSA reserves the right to refuse shipment of additional Supplies. This Program does not include media (paper/film/vellum). Prices do not include applicable tax. Shipping charges to the continental USA are included.
e) For Colorwave Equipment – SmartClick Plan: This is a fixed supplies quantity contract. Customer is responsible for ordering Supplies as needed during the term of the applicable Order Schedule. If additional Supplies are required by Customer for excess print volumes or applications based on Customer’s actual usage, Customer is responsible for ordering such additional Supplies. The cost to Customer for such additional Supplies is included in the excess SmartClick Charge. If additional Supplies are ordered by Customer, CSA shall provide such additional Supplies as is reasonably required by Customer, as determined by CSA, based upon Customer’s consumption and subject to CSA’s approval, which shall not be unreasonably withheld. CSA reserves the right to refuse shipment of additional Supplies. This program does not include media (paper/film/vellum). Prices do not include applicable tax. Shipping charges to the continental USA are included. The Minimum Periodic Payment and Excess SmartClick Charges may both include a charge for toner.
f) TERM. The term of the Program shall be conterminous with that of the applicable Order Schedule.
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 32 of 46 g) MISCELLANEOUS. CSA may refuse shipment of Supplies if Customer is not current on payments or is in default for any other reason. Customer may order Supplies under the Program solely for its own internal use and not for resale. CSA may refuse shipment in the event that it reasonably believes Supplies are not being used for Customer’s internal use. Returns of Supplies are only permitted for Supplies defects. A CSA Return Materials Authorization (RMA) is required prior to any return.
4.0 OPTIMIZE.IT PROGRAM SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER SCHEDULE REFERENCES OPTIMIZE.IT, THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS OF THIS RIDER F.
a) DEFINITIONS.
“Optimize.IT Program” means the Optimize.IT PlotWave Black Toner/ ColorWave Toner Pearls Carton Program.
“Scheduled Supplies” means: in connection with PlotWave® Equipment, the fixed amount of CSA Black Toner to which Customer is entitled as set forth in the Agreement(s) and/or an applicable Order Schedule.
“Supplies” means: (i) for PlotWave® Equipment, Black Toner and developer; (ii) for ColorWave Equipment, TonerPearls® cartons.
“Supplies Entitlement” means: in connection with ColorWave Equipment, the amount of TonerPearls Cartons to which Customer is entitled as set forth in the applicable Order Schedule.
“Allowance” means: in connection with the PlotWave® / ColorWave Equipment, the square footage included in each Excess Per Image Charge billing period on the applicable Order Schedule.
b) OPTIMIZE.IT PROGRAM. So long as Customer is not in default, this Supplies program entitles Customer to the fixed amount of genuine Canon Supplies as set forth in an applicable Order Schedule, on a scheduled or entitlement basis, during the term of the Agreement. When applicable, the Supplies Entitlement included shall be identified in the “Ink or Toner Entitlement” Section of an Order Schedule.
Scheduled Supplies for PlotWave Equipment will be shipped to the ship to address set forth in the Agreement on a scheduled basis during the term of the Agreement. Supplies for ColorWave Equipment will be shipped pursuant to Customer’s order and subject to the Supplies Entitlement during the term of the Agreement. Changes to this Supplies program are valid only upon execution of a new OPTIMIZE.IT Program amendment.
c) SUPPLIES SHIPMENT.
(i) For PlotWave Equipment, and provided Customer is not in default: Supplies shipments will be automatically shipped and will continue for the full term of the Agreement, without Customer’s request or without requiring any documentation or order confirmation from Customer. For PlotWave Equipment, one unit of supplies is equal to one carton of Black Toner. CSA will ship only on the periodic shipment schedule dates. CSA will not accelerate or expedite shipments unless otherwise approved by CSA. If additional Supplies are required by Customer for excess print volumes or applications based on Customer’s actual usage, Customer is responsible for ordering such additional Supplies. The cost to Customer for such additional Supplies is included in the Excess Meter Charge. The Minimum Periodic Payment and Excess Usage Charges may both include a charge for toner. If additional Supplies are ordered by Customer, CSA shall provide such additional Supplies as is reasonably required by Customer, as determined by CSA, based upon Customer’s consumption and subject to CSA’s approval,
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 33 of 46 which shall not be unreasonably withheld. CSA reserves the right to refuse shipment of additional Supplies. This Supplies program does not include media (paper/film/vellum). Prices do not include applicable tax. Shipping charges to the continental USA are included.
(ii) For ColorWave Equipment – SmartClick Plan: Customer is responsible for ordering Supplies as needed during the term of the Agreement. If additional Supplies over the fixed contract quantity are required by Customer for excess print volumes or applications based on Customer’s actual usage, Customer is responsible for ordering such additional Supplies. The cost to Customer for such additional Supplies is included in the Excess SmartClick Charge.
The minimum periodic payment and excess SmartClick charges may both include a charge for toner. If additional Supplies are ordered by Customer, CSA shall provide such additional Supplies as is reasonably required by Customer, as determined by CSA, based upon Customer’s consumption and subject to CSA’s approval, which shall not be unreasonably withheld. CSA reserves the right to refuse shipment of additional Supplies. This Supplies program does not include media (paper/film/vellum). Prices do not include applicable tax.
Shipping charges to the continental USA are included.
(iii) For ColorWave Equipment – Square Foot Plan: Customer is responsible for ordering Supplies as needed during the term of the Agreement. If additional Supplies are required by Customer for excess print volumes or applications based on Customer’s actual usage, Customer is responsible for ordering such additional Supplies. Customer will be invoiced separately for such additional orders over the fixed contract quantity and agrees to pay for such additional quantities. If additional Supplies are ordered by Customer, CSA shall provide such additional Supplies as is reasonably required by Customer, as determined by CSA, based upon Customer’s consumption and subject to CSA’s approval, which shall not be unreasonably withheld. CSA reserves the right to refuse shipment of additional Supplies. This Supplies program does not include media (paper/film/vellum). Prices do not include applicable tax.
Shipping charges to the continental USA are included.
d) EXCESS CHARGES. CSA shall periodically invoice Excess Usage Charges and other usage fees ("Service Charges”). In the event that the periodic Allowance is not achieved (the actual net usage for the period is less than the Allowance for the period), fifty percent (50%) of the unutilized Allowance will be carried forward to the next periodic Allowance.
e) TERM. The term of the Optimize.IT Program shall be coterminous with the term of the applicable Lease.
f) MISCELLANEOUS. Customers will be charged for all shipping and handling charges associated with expedited shipments, emergency shipments, and special delivery of any order(s) for Supplies.
Damaged or short toner or TonerPearls cartons must be noted on the carrier copy of the delivery receipt and reported to Imaging Supplies Customer Service within three (3) business days of delivery in order to obtain credit. Customer is responsible for freight charges associated with returned toner or TonerPearls cartons due to Customer error. Customer must obtain a return Authorization number from Imaging Supplies Customer Service before returning any Supplies. Supplies shipped under the Agreement are for Customer’s use only on equipment and may not be resold, traded or otherwise transferred to any third party without the prior written consent of CSA. CSA reserves the right not to ship product for any reason.
5.0 ARIZONA MODELS SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER SCHEDULE
REFERENCES ARIZONA SERIES EQUIPMENT, THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS OF THIS RIDER F.
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a) If Customer has purchased Maintenance and such Maintenance is marked on the Order Schedule, Customer may terminate Maintenance upon ninety (90) days prior written notice to CSA. If Customer provides such notice of its intent to terminate, Customer shall be responsible for Maintenance charges, if any, for the period defined on the Order Schedule until the effective date of termination.
b) The following consumable items for the Arizona Series are excluded from Maintenance and the warranty:
(i) Printheads (unless otherwise set forth on the Order Schedule) (ii) Table Vacuum Overlays
(iii) UV Lamps & Lamp Filters (except for the Arizona 1300 Series which includes UV Lamps) (iv) Ink Filters
6.0 ARIZONA PREMIA CLASS RECONDITIONED EQUIPMENT SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER SCHEDULE REFERENCES ARIZONA PREMIA CLASS RECONDITIONED
EQUIPMENT, THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS OF THIS RIDER F.
a) Products shipped hereunder, unless otherwise specifically set forth in the Order Schedule may, in CSA’s sole discretion, be New/Newly Manufactured, Factory Produced New Model, Like New, Remanufactured, Refurbished, Used or Reconditioned. “Reconditioned” means Equipment previously used by a CSA customer which has been tested to ensure full functionality, print quality and reliability to specifications by CSA service technicians. This process involves the installation of new parts and may also include the installation of used parts at CSA’s discretion. Reconditioned Equipment may have minor cosmetic blemishes or other imperfections.
b) With respect to Reconditioned Equipment, the warranty period for printheads shall be for a period of six (6) months from the date of equipment installation. The warranty set forth herein applies only to New/Newly Manufactured, Factory Produced New Models, Remanufactured, Refurbished Equipment or Reconditioned and is conditioned upon Customer giving prompt notice to CSA of any discovered defects; with respect to Reconditioned Equipment, determination of defective printhead is at the sole discretion of CSA Service Technician.
7.0 COLORADO MODELS SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER SCHEDULE REFERENCES
COLORADO SERIES EQUIPMENT, THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS IN THIS RIDER F.
a) The following consumable items for the Colorado are excluded from the warranty and/or maintenance set forth in the Agreement:
(i) Colorado 16xx Knife
(ii) Take Up Spindle
(iii) Unwind Spindle
b) PRINTHEAD INCLUDED CONTRACTS. If the Customer chooses the Printhead Included contract, the replacing of the printheads will be consistent with the current procedures for the replacement of the other parts within the Colorado. A call must be placed by the Customer to CSA’s Customer Service Center and the technician will reach out to the Customer to discuss the issues and determine if there is a critical failure with the suspected head(s). If CSA determined that there is a hard code failure and the machine can no longer calibrate at 430 square feet per hour on CSA’s calibration material due to misdirected of blocked nozzles, the technician will order the print head in advance and will schedule it to arrive the following business day. If the technician has the part in stock, they will schedule a visit based on priority of calls. If CSA determines during
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 35 of 46 the troubleshooting of the printer that the root cause of the printhead failure is a result of Customer actions, it will be the Customer’s responsibility to purchase a printhead. Once the printhead is on site, the Customer can place a service call and the Service Technician will respond and install the replacement printhead. Some but not all examples of customer related failures are head strikes (which include damage caused by media), running expired inks, improper printhead maintenance, and incorrectly calibrating media. For the avoidance of doubt, CSA provides no protection or other coverage of a printhead after its warranty period unless Customer chooses the Printhead Included contract.
8.0 COLORADO EZ PRINT PROGRAM SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER
SCHEDULE REFERENCES THE COLORADO EZ PRINT PROGRAM, THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS IN THIS RIDER F.
a) Technology Upgrade. For any lease program that is 48 months or longer, Customer will have the option to upgrade to an updated version of Equipment, on any regularly-scheduled Lease Payment date commencing with twelve (12) or less months remaining in the lease contract, subject to sixty (60) days prior written notice to CSA. Customer shall return any and all Equipment to CSA as required to facilitate the Technology Upgrade and will do so in accordance with the terms and conditions of the Agreement.
b) Service and Supplies. Equipment Service, ink, and print heads are included in the program at no additional charge. Unused Printheads and Inks are the property of CSA and will be returned at the end of the Agreement.
Supplies do not include Air Filters, Integrated Knife Assembly, Maintenance Trays, Feed Media Shaft and Take-Up Media Shaft.
c) Supplies shall be ordered by Customer when needed, and CSA shall provide such additional Supplies as is reasonably required by Customer, as determined by CSA, based upon the Equipment’s consumption as indicated through the ORS Software and subject to CSA’s approval, which shall not be unreasonably withheld.
Supplies can only be used for the Equipment listed on the Order Schedule, and CSA may refuse shipment in the event that CSA reasonably believes Supplies are not being used solely in the Colorado Equipment set forth on the Order Schedule. This Supplies program does not include media (paper/film/vellum).
Reconciliation for overuse of Consumables/Supplies shall be invoiced to and paid by Customer at the rates in effect at the time of such reconciliation and will be calculated based on coverage/use.
d) In the event that the periodic Allowance is not achieved (the actual net usage for the period is less than the Allowance for the period), one hundred percent (100%) of the unutilized Allowance will be carried forward to the next periodic Allowance.
e) Replacement of Print Heads during the term of this program shall solely be determined by CSA and, or a CSA authorized service technician.
f) ORS Software Requirement. The Equipment contains ORS software that allows CSA to access the Equipment remotely (“Remote Software”). Customer authorizes CSA to use the Remote Software to (i) receive software updates and transmit use and service data accumulated by the Equipment over Customer’s network by means of an HTTPS (or other) protocol and (ii) store and analyze such data solely for CSA’s own purposes related to servicing the Equipment and for product improvement.
9.0 COLORWAVE TONER BUNDLE PROGRAM SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER
SCHEDULE REFERENCES THE COLORWAVE TONER BUNDLE PROGRAM, THE FOLLOWING
ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS IN THIS RIDER F.
a) Definitions
“ColorWave Program” means the ColorWave® Equipment Toner Pearls Cartridge Supplies Program, which shall be identified as “Toner Bundle” in the Contract Type section of an Order Schedule when applicable.
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 36 of 46 “Supplies” means TonerPearls® cartridges.
“Supplies Entitlement” means the number of units of TonerPearls cartridges to which Customer is entitled as set forth in the Order Schedule.
b) ColorWave Program. So long as Customer is not in default, the ColorWave Program entitles Customer to the fixed amount of genuine Supplies set forth in the Order Schedule on an entitlement basis. When applicable, the Supplies Entitlement included shall be identified in the “Ink or Toner Entitlement” Section of an Order Schedule. Supplies may be used solely with the ColorWave Equipment set forth on the Order Schedule Supplies will be shipped pursuant to Customer’s order and subject to the Supplies Entitlement during the term of the Agreement. Any additional Supplies that are required beyond the Supplies Entitlement can be ordered directly from CSA at additional cost to Customer.
c) Pricing. This is a fixed supplies quantity contract. Customer is responsible for ordering Supplies as needed during the term of the Agreement. If additional Supplies are required by Customer for excess print volumes or applications based on Customer’s actual usage, Customer is responsible for ordering such additional Supplies. Should Customer require additional supplies beyond the contracted quantities, CSA will ship such additional quantities to Customer upon acceptance of Customer’s purchase order for such additional Supplies. Customer will be invoiced separately for such additional orders over the fixed contract quantity and agrees to pay for such additional quantities. CSA reserves the right to refuse shipment of additional Supplies. This program does not include media (paper/film/vellum). Prices do not include applicable tax. Shipping charges to the continental USA are included.
d) Term. The ColorWave Program shall be automatically renewed for successive one (1) year terms at CSA’s then current charges, for a pro rata amount of the Supplies Entitlement based on the Supplies Entitlement for the initial term and under the terms and conditions of the Agreement unless either party gives the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of any initial or renewal term. CSA may also notify Customer ninety (90) days in advance that the Supplies covered under the Agreement will no longer be available for any subsequent renewal terms. Customer may terminate this Program in any renewal term upon ninety (90) days prior written notice. For prepaid agreements, CSA will refund or credit the pro rata price of the remaining term.
e) Miscellaneous. CSA may refuse shipment of Supplies if Customer is not current on payments or is in default for any other reason. Customer may order Supplies under the Agreement via Order Schedule and/or amendment solely for its own internal use and not for resale. CSA may refuse shipment in the event that CSA reasonably believes Supplies are not being used for the internal use of the Customer or Customer’s end user or if CSA reasonably believes Supplies are not being used solely with the ColorWave Equipment set forth on the Order Schedule.
f) Returns. Returns of Supplies are only permitted for Supplies defects. A CSA Return Materials Authorization (“RMA”) is required prior to any return.
10.0 PROCUT EQUIPMENT SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER SCHEDULE
REFERENCES PROCUT EQUIPMENT, THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS IN THIS RIDER F.
a. Definitions:
“Base Machine” means each model of the following: ProCut Table, Conveyor System, Roll-off Unit, Vacuum Generator, Automatic Router Bit Changer (ARC), ICC Camera, Integrated Tool Initialization Tool (ITI) and PC stand.
“Consumable Parts” means cutting blades, knives, router bits, cutting underlays, scoring wheels and conveyor belts.
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 37 of 46 “ProCut Equipment” means the following: Base Machine, the modules and tool inserts set forth herein and Consumable Parts.
“Preventative Maintenance” means testing, adjusting, cleaning and replacement of components scheduled in accordance with the ProCut Equipment service specifications. "Service" means the repair and/or replacement of parts that are determined by CSA to contain manufacturing defects in order to keep the ProCut Equipment in good working order per manufacturer’s written specifications provided that repairs can be performed in the field.
b) WARRANTY. CSA shall provide the limited warranty set forth in the General Terms for the term of the warranty as set forth below.
c) TERM and EXCLUSIONS. The terms set forth in this Section 10.0 (c) shall apply solely to the ProCut Equipment. The warranty period for the Base Machine shall be twenty-four (24) months from the date of installation, and the warranty period for modules and tool inserts (as identified below) set forth in any Order Schedule shall be six (6) months from the date of installation. During the applicable warranty period for the ProCut Equipment, CSA shall provide Service for the ProCut Equipment. CSA shall provide such Service during its normal business hours, at no charge, as determined to be necessary upon inspection by an authorized CSA Service Representative. CSA is not obligated by this warranty to perform repairs or parts replacement for defects or damage resulting in whole or part from (i) alteration, relocation, repairs, or use of parts, software or services not provided by CSA or its authorized representative, (ii) accident, (iii) abuse, willful misconduct, or negligence; (iv) the acts or omissions of Customer. Preventative Maintenance and the replacement of Consumable Parts are not covered by this warranty. Ground freight charges for parts covered by warranty are included. Expedited shipping charges of such warranty parts are excluded and will be invoiced to Customer separately. Service may be provided by CSA or a third party subcontracted by CSA.
The six (6) month warranty period noted above only applies to modules & tool inserts with the following descriptions/purposes:
Routing Modules
Universal Module
Driven Rotary Tool
Oscillating Cutting Tools
Milling Spindles
Creasing Tools
Kiss-Cutting Tool
V-Cut Tool
Universal Drawing Tool with pen
Universal Cutting Tool
d) POST-WARRANTY PROCUT EQUIPMENT SERVICE. Upon expiration of the warranty period set forth herein, Customer may purchase Maintenance from CSA for the Base Machine by signing CSA’s then-current Maintenance Agreement. Post-warranty Service is not available from CSA for the modules and tool inserts set forth above.
11.0 TC4 SCANNER MODEL TERMS SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER SCHEDULE REFERENCES TC4 SCANNER EQUIPMENT, THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS IN THIS RIDER F.
The following consumable items for the TC4 Scanner are excluded from Maintenance and the warranty set forth in the Agreement:
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 38 of 46 Consumable Item Item Number
Lamp 1060023824
Glass Plate 2954987
Reference Plate 1060010241
Ref Plate Thick Original 1060050272
44” Basic Calibration Sheet 1060021389
12. CONTEX IQ QUATTRO SCANNER MODELS SUPPLEMENTAL TERMS. THE CUSTOMER’S
ORDER SCHEDULE REFERENCES CONTEX IQ QUATTRO SCANNER EQUIPMENT, THE
FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS IN THIS RIDER F.
The following consumable items for the Contex iQ Quattro 4400 Series Scanners are excluded from Maintenance and the warranty set forth in the Agreement:
Consumable Item Item Number
Calibration Sheet 7100021247
Glass Platen 7100021248
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RIDER G
MASTER LEASE TERMS
CFS -1133 (05/22)
CANON FINANCIAL SERVICES, INC.
14904 Collections Center Dr.
Chicago, Illinois 60693
(800) 220-0200
THESE MASTER LEASE TERMS (the “Lease Terms”) apply to any schedule incorporating these Lease Terms by reference whether designated as a “Lease Schedule- Itemized,” a “Lease Schedule - Blended” or otherwise (in any case, a “Lease Schedule”) entered into by and between Canon Financial Services, Inc. (“CFS”) and the customer identified in such Lease Schedule (“Customer) from time to time for the lease or rental, as applicable, to Customer of the Equipment (as defined below) supplied by Canon Solutions America, Inc. (“CSA”) and described in such Lease Schedule. Each Lease Schedule referring to these Lease Terms will constitute a separate agreement for the lease of the equipment described therein and shall incorporate these Lease Terms.
1. AGREEMENT: CFS leases to Customer and Customer leases from CFS all the equipment described in any Lease Schedule signed by Customer and accepted by CFS, together with all replacement parts and substitutions for and additions to such equipment (the “Equipment”), and licenses of software, if applicable, (“Listed Software”) with such Equipment and Listed Software collectively referred to as (the “Listed Items”), upon the Lease Terms.
2. TERM OF SCHEDULE: Each Lease Schedule shall be effective on the date the Equipment is delivered to Customer, provided Customer executes CFS’ form of acceptance (“Acceptance Certificate”) or otherwise accepts the Equipment as specified herein. Any such acceptance is irrevocable. If Customer has not, within ten (10) days after delivery of such Equipment, delivered to CFS written notice of any non-acceptance, specifying the reasons therefor and specifically referencing the relevant Lease Schedule, Customer shall be deemed to have irrevocably accepted such Equipment. The term of each Lease Schedule begins on the date accepted by CFS or any later date that CFS designates, and shall consist of the payment period specified on such Lease Schedule and any renewal periods.
After acceptance of the Equipment covered by any Lease Schedule, Customer shall have no right to revoke such acceptance or cancel such Lease Schedule during the term indicated thereon. The term of any Lease Schedule shall end, unless sooner terminated by CFS, when all amounts required to be paid by Customer under such Lease Schedule have been paid as provided and either (a) Customer has purchased the Equipment in accordance with the terms hereof, or (b) the Equipment has been returned at the end of the scheduled term or renewal term in accordance with the terms thereof. Customer has no right to return the Equipment to CFS prior to the end of the scheduled term of any Lease Schedule for any reason whatsoever, including, without limitation, payment of all amounts due hereunder prior to the end of the scheduled term. As between CFS and Customer only, these Lease Terms shall supersede any Customer purchase order in its entirety, notwithstanding anything to the contrary contained in any such purchase order.
3. PAYMENTS: Customer agrees to pay to CFS, as invoiced, during the term of each Lease Schedule, (a) the lease or rental payments specified on the respective Lease Schedule, and (b) such other amounts permitted thereunder or in these Lease Terms as invoiced by CFS (“Payments”). The amount of each Payment and the End of Term Purchase Option specified on each Lease Schedule (“Purchase Option”) are based on CSA’s best estimate of the cost of the Equipment and any related services and supplies, including any sales and use tax. Customer authorizes CFS to adjust such Payments and Purchase Option prices by up to fifteen percent (15%) if the actual total cost of the Equipment and any related services and supplies, including any sales or use tax, is more or less than originally estimated.
CSA has the right to increase service charges subject to the following: (1) If a Lease Schedule indicates a “Fixed” Price Plan, all base copy charges (if any) and all Per Image Charges shall be Fixed for the initial term and shall be subject to increase after the initial term on each anniversary of the Commencement Date thereafter; (2) If a Lease Schedule indicates a “Standard” Price Plan, a) the Base Charges related to copy charges (if any) shall be subject to increase after the initial term on each anniversary of the Commencement Date; and b) the Per Image Charge shall be subject to increase annually on each anniversary of the Commencement Date; and (3) The aforementioned increases in service charges shall not exceed fifteen percent (15%) of such charges which were in effect immediately prior to such price increase. Customer agrees to advise CSA of the meter readings for the Equipment upon request . Customer shall remit all Payments hereunder directly to CFS at 14904 Collections Center Drive, Chicago, Illinois 60693, unless otherwise directed by CFS. Customer’s obligation to pay all amounts due under a Lease Schedule or these Lease Terms and all other obligations thereunder and hereunder is absolute and unconditional and is not subject to any abatement, set-off, defense, or counterclaim for any reason whatsoever. If Customer fails to pay any sum to be paid by Customer to CFS under any Lease Schedule on or before the due date, Customer shall pay CFS, upon demand, an amount equal to the greater of ten percent (10%) of each such delayed Payment or twenty- five dollars ($25) for each billing period or portion of a billing period such Payment is delayed, in each case to the extent permitted by applicable law. The amounts specified above shall be paid as liquidated damages and as compensation for CFS’ internal operating expenses incurred in connection with such late payment. In addition, Customer shall reimburse CFS for all of its out-of-pocket costs and expenses incurred in exercising any of its rights or remedies under any Lease Schedule or in enforcing any of the Lease Terms or any Lease Schedule, including without limitation reasonable fees and expenses of attorneys and collection agencies, whether or not suit is brought. Customer agrees that CFS may in its sole discretion apply, but shall not be obligated to apply, any amount paid in advance to any amount due or to become due hereunder. In no event shall any amount paid in advance earn interest except where required by applicable law.
CANON SOLUTIONS AMERICA, INC.
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4. NO CFS WARRANTIES: CUSTOMER ACKNOWLEDGES THAT CFS IS NOT A MANUFACTURER, DEALER, OR SUPPLIER OF THE EQUIPMENT. CUSTOMER AGREES THAT THE EQUIPMENT IS LEASED OR RENTED “AS IS” AND IS OF A SIZE, DESIGN, AND CAPACITY SELECTED BY CUSTOMER. CUSTOMER ACKNOWLEDGES THAT CFS HAS MADE NO REPRESENTATION OR
WARRANTY WITH RESPECT TO THE SUITABILITY OR DURABILITY OF THE EQUIPMENT, THE ABSENCE OF ANY CLAIM OF
INFRINGEMENT OR THE LIKE, OR ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT
TO THE EQUIPMENT INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. So long as Customer is not in breach or default of any Lease Schedule, CFS assigns to Customer any warranties (including those agreed to between Customer and the manufacturer, dealer, or supplier) which CFS may have with respect to any item of Equipment; provided that the scope and limitations of any such warranty shall be solely as set out in any agreement between Customer and such manufacturer, dealer, or supplier or as otherwise specified in warranty materials from such manufacturer, dealer, or supplier and shall not include any implied warranties arising solely from CFS’ acquisition of the Equipment. CUSTOMER
ACKNOWLEDGES AND AGREES THAT NEITHER THE SUPPLIER NOR ANY DEALER IS AUTHORIZED TO WAIVE OR ALTER ANY
LEASE TERM OR ANY LEASE SCHEDULE, OR MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE LEASE TERMS, ANY LEASE SCHEDULE, OR THE EQUIPMENT, ON BEHALF OF CFS.
5. USE; LOCATION; LIENS; PERSONAL PROPERTY; FINANCING STATEMENTS: Customer shall comply with all laws and regulations relating to the use and maintenance of the Equipment. Customer shall put the Equipment only to the use contemplated by the manufacturer. The Equipment shall remain personal property regardless of whether it becomes affixed to real property or permanently rests upon any real property or any improvement to real property. Customer shall not move the Equipment from the location specified on the applicable Lease Schedule except with the prior written consent of CFS. Customer shall keep the Equipment free and clear of all claims and liens other than those in favor of CFS. Customer authorizes CFS (and any third party filing service designated by CFS) to execute and file (a) financing statements evidencing the interest of CFS in the Equipment (including forms containing a broader description of the Equipment than the description set forth in the respective Lease Schedule), (b) continuation statements in respect thereof, and (c) amendments thereto, and Customer irrevocably waives any right to notice thereof. Customer’s legal name (as set forth in its constituent documents filed with the appropriate governmental office or agency) is as set forth herein. Customer shall provide CFS with written notice at least thirty (30) days prior to any change of its legal name, chief executive office address or jurisdiction of organization).
6. INDEMNITY: Customer shall indemnify and defend CFS, its subsidiaries, directors, officers, employees and agents from and against any and all costs, expenses, liabilities, injuries, claims, damages, losses, judgments or fees (including reasonable attorneys’ fees) caused by the Equipment, including, without limitation, arising from or related to the storage, transmission or destruction of Data. This Section shall survive termination of any and all Lease Schedules.
7. MAINTENANCE: Customer shall keep and maintain the Equipment in good working order and shall, at Customer’s expense, supply and install all replacement parts and accessories when required to maintain the Equipment in good working condition. Customer shall not, without the prior written consent of CFS, make any changes or substitutions for and to the Equipment. Any and all replacement parts, accessories, authorized changes to and/or substitutions for the Equipment shall become part of the Equipment and subject to the Lease Terms. If a Lease Schedule includes payments for service and supplies, CSA is responsible for providing the service and supplies described in the Lease Schedule in accordance with CSA’s terms and conditions, of which Customer acknowledges receipt. Unless otherwise indicated on a Lease Schedule, Customer authorizes CSA to use networked features of the Equipment and remote reporting software (“Remote Reporting Agent”) to obtain meter readings, receive software updates, activate features/new licenses and transmit use and service data accumulated by the Equipment over your network by means of an HTTPS protocol and to store, analyze and use such data for purposes related to servicing the Equipment, providing reports and product improvement. Customer also authorizes CSA to accept on Customer’s behalf, and Customer agrees to comply with, any licenses, terms of use and services, and privacy statements, which, unless otherwise agreed in writing by CSA, shall solely control as to the matters contained therein, including those pertaining to any personal data Customer may have shared in connection with the use of the Remote Reporting Agent. For example, CSA utilizes the Canon Universal Gateway 2 (“UGW2”) as a Remote Reporting Agent through the UGW2 website, and the above authorization shall apply to the UGW2 Terms of Use and Terms of Service, and the UGW2 Privacy Statement. Customer acknowledges that the charges set forth on the Lease Schedule are contingent on the continued use of Remote Reporting Agent during the term. If CSA does not receive timely meter readings from Customer, Customer shall pay invoices that reflect CSA’s estimates of meter readings. CSA or CFS may verify the accuracy of any meter readings from time to time and invoice Customer for any shortfall in the next invoice. Customer shall use reasonable care in handling and operation of the Equipment. CSA shall have the right to substitute equivalent Equipment at any time during the term of a Lease Schedule in connection with any replacement of the Equipment by CSA. Customer acknowledges that CFS will not be responsible for any service, repairs, or maintenance of the Equipment, whether provided for in the Lease Terms, the applicable Lease Schedule, or in any other agreement between CSA and Customer, and that if Customer has a dispute regarding the Equipment or the maintenance thereof, Customer shall continue to pay all charges due under the applicable Lease Schedule without deducting or withholding any amounts.
8. TAXES; OTHER FEES AND CHARGES: CUSTOMER SHALL PAY AND DISCHARGE WHEN DUE ALL LICENSE AND
REGISTRATION FEES, ASSESSMENTS, SALES, USE, PROPERTY AND OTHER TAXES, AND OTHER EXPENSES AND CHARGES, together with any applicable penalties, interest, and administrative fees now or at any time imposed upon any Equipment, the Payments, or Customer’s performance or non-performance of its obligations hereunder, whether payable by or assessed to CFS or Customer. If Customer fails to pay any such fees, assessments, taxes, expenses, or charges, as required hereunder, CFS shall have the right but not
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the obligation to pay those fees, assessments, taxes, expenses, and charges, and Customer shall promptly reimburse CFS, upon demand, for all such payments made plus administrative fees and costs, if any. Customer acknowledges that where required by law, CFS will file any notices and pay personal property taxes levied on the Equipment. Customer shall reimburse CFS for the expense of such personal property taxes as invoiced by CFS and pay CFS a processing fee not to exceed $50 per year per item of Equipment that is subject to such tax. Customer agrees that CFS has not, and will not, render tax advice to Customer and that the payment of such taxes is an administrative act. For each Lease Schedule commenced incorporating these Lease Terms, Customer shall pay to CFS a documentation fee in the amount of $85.
9. LOSS; DAMAGE; INSURANCE: Customer shall bear the entire risk of loss, theft or damage to the Equipment from any cause whatsoever, effective upon delivery to Customer. No such loss, theft, or damage shall relieve Customer of any obligation under the Lease Terms or any Lease Schedule. In the event of damage to any item of Equipment, Customer shall immediately repair such damage at Customer’s expense. If any Equipment is lost, stolen, or damaged beyond repair, Customer, at the option of CFS, will (a) replace the same with like equipment in a condition acceptable to CFS and convey clear title to such equipment to CFS (and such equipment will become “Equipment” and be subject to the Lease Terms), or (b) pay CFS the Remaining Lease Balance. Customer, at its sole cost and expense, shall, during the term hereof obtain and maintain property and liability insurance in form, amount, and with companies satisfactory to CFS. Each policy of insurance shall name CFS as additional insured and loss payee and provide CFS thirty (30) days written notice before the policy in question shall be materially altered or canceled. The proceeds of such insurance, at the option of CFS, shall be applied to (a) replace or repair the Equipment, or (b) pay CFS the Remaining Lease Balance on the applicable Lease Schedule.
The “Remaining Lease Balance” shall be the sum of: (i) all Payments then owed and outstanding; (ii) the present value of all remaining Payments; (iii) the Purchase Option price of the Listed Items indicated on the Lease Schedule plus (iv) any applicable taxes, expenses, charges, and fees. For purposes of determining present value under any Lease Schedule, Payments shall be discounted at three percent (3%) per year. Customer hereby appoints CFS as Customer’s attorney-in-fact solely to make claim for, receive payment of, and execute and endorse all documents, checks, or drafts for any loss or damage under any such insurance policy. If Customer fails to provide proof of insurance, CFS may, but is not required to obtain insurance covering CFS’ interests, and charge the Customer for the costs of such insurance, and an administrative fee. CFS and any of its affiliates may make a profit on the foregoing.
10. DEFAULT: Any of the following events or conditions shall constitute an Event of Default under all Lease Schedules: (a) Customer defaults in the payment when due of any indebtedness of Customer to CFS, whether or not arising under any Lease Schedule, without notice or demand by CFS; (b) Customer or any guarantor of Customer’s obligations hereunder (“Guarantor”) ceases doing business as a going concern; (c) Customer or any Guarantor becomes insolvent or makes an assignment for the benefit of creditors; (d) a petition or proceeding is filed by or against Customer or any Guarantor under any bankruptcy or insolvency law; (e) a receiver, trustee, conservator, or liquidator is appointed for Customer, any Guarantor, or any of their property; (f) any statement, representation or warranty made by Customer or any Guarantor to CFS is incorrect in any material respect; or (g) if Customer or any Guarantor who is a natural person dies.
11. REMEDIES: Upon the happening of any one or more Events of Default, CFS shall have the right to exercise any one or all of the following remedies (which shall be cumulative), simultaneously, or serially, and in any order: (a) require Customer to immediately pay all unpaid Payments under any Lease Schedule (whether or not then due) and other amounts due under any and all Lease Schedules, with CFS retaining title to the Equipment; (b) to terminate any and all Lease Schedules with Customer; (c) with or without notice, demand or legal process, to enter upon the premises wherever the Equipment may be found, to retake possession of any or all of the Equipment, and (i) retain such Equipment and all Payments and other sums paid under all Lease Schedules, or (ii) sell the Equipment and recover from Customer the amount by which the Remaining Lease Balance exceeds the net amount received by CFS from such sale; or (d) to pursue any other remedy permitted at law or in equity. CFS (A) may dispose of the Equipment in its then present condition or following such preparation and processing as CFS deems commercially reasonable; (B) shall have no duty to prepare or process the Equipment prior to sale; (C) may disclaim warranties of title, possession, quiet enjoyment and the like; and (D) may comply with any applicable state or federal law requirements in connection with a disposition of the Equipment and none of the foregoing actions shall be deemed to adversely affect the commercial reasonableness of the disposition of the Equipment. If the Equipment is not available for sale, Customer shall be liable for the Remaining Lease Balance and any other amounts due under the applicable Lease Schedule. No waiver of any of Customer’s obligations, conditions or covenants shall be effective unless contained in a writing signed by CFS. Failure to exercise any remedy that CFS may have shall not constitute a waiver of any obligation with respect to which Customer is in default.
12. ASSIGNMENT: CUSTOMER SHALL NOT ASSIGN OR PLEDGE ANY LEASE SCHEDULE IN WHOLE OR IN PART, NOR SHALL CUSTOMER SUBLET OR LEND ANY EQUIPMENT WITHOUT PRIOR WRITTEN CONSENT OF CFS. CFS may pledge or transfer any Lease Schedule. Customer agrees that if CFS transfers any Lease Schedule, the assignee will have the same rights and benefits that CFS has now and will not have to perform any of CFS’ obligations which CFS will continue to perform. Customer agrees that the rights of the assignee will not be subject to any claims, defenses, or set-offs that Customer may have against CFS. If Customer is given notice of any such transfer, Customer agrees if so directed therein, to pay directly to the assignee all or any part of the amounts payable hereunder.
13. RENEWAL; RETURN: Except in the case of a Lease Schedule containing a $1.00 Purchase Option, each Lease Schedule automatically renews under the same terms and conditions on a month-to-month basis if Customer fails to give CFS 60 days’ prior written notice of its intent to purchase or return the Equipment before the end of any term. Unless a Lease Schedule automatically renews or Customer purchases the Equipment, Customer shall return the Equipment on the day the Lease Schedule terminates in good operating
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condition, ordinary wear and tear resulting from proper use excepted, at Customer's sole cost and expense to a location specified by CFS, and shall reimburse CFS for any costs incurred to place the Equipment in good operating condition. CFS may charge Customer a return fee equal to the greater of one Payment or $250 for the processing of returned Equipment.
14. PURCHASE OPTION: A) END OF TERM PURCHASE OPTION. At the end of any term, Customer shall give CFS 60 days’ irrevocable prior written notice (unless the Purchase Option is $1.00) that it will purchase all the Equipment at the Purchase Option plus any costs. (B) PRIOR TO MATURITY PURCHASE. Customer may, at any time, upon 60 days’ irrevocable prior written notice, purchase all the Equipment at a price equal to the sum of all remaining Payments plus the Fair Market Value plus costs. “Fair Market Value” shall be CFS' retail price when Customer purchases the Equipment. Equipment purchases shall be “AS-IS WHERE-IS” without warranty, except for title.
15. DATA: Customer acknowledges that the hard drive(s) on the Equipment, including attached devices, may retain images, content or other data that Customer may store for purposes of normal operation of the Equipment (“Data”). Customer acknowledges that CFS is not storing Data on behalf of Customer. Neither CFS nor any of its affiliates has an obligation to erase or overwrite Data upon Customer’s return of the Equipment to CFS. Customer is solely responsible for: (A) its compliance with applicable law and legal requirements pertaining to data privacy, storage, security, retention and protection; and (B) all decisions related to erasing or overwriting Data. The Equipment contains various security features that Customer may utilize in this regard. Customer should contact CSA for further information. CSA will work with you to provide information regarding your options and offer services to assist you. Please note that such services may result in additional charges. The terms of this section shall solely govern as to Data, notwithstanding that any provisions of the Lease Terms or any separate confidentiality or data security or other agreement now or hereafter entered into between Customer, CSA and CFS applies, or could be construed to apply to Data.
16. MAXIMUM INTEREST; RECHARACTERIZED AGREEMENT: No Payment is intended to exceed the maximum amount of interest permitted to be charged or collected by applicable laws, and any such excess Payment will be applied to payments due under the applicable Lease Schedule, in inverse order of maturity, and any excess shall be refunded. If any Lease Schedule is recharacterized as a conditional sale or loan, Customer hereby grants to CFS, its successors and assigns a security interest in the Equipment to secure payment and performance of Customer’s obligations under the Lease Terms and such Lease Schedule.
17. UCC - ARTICLE 2A: CUSTOMER ACKNOWLEDGES AND AGREES THAT EACH LEASE SCHEDULE IS INTENDED AS A “FINANCE LEASE” AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE (“UCC 2A”), AND THAT CFS IS ENTITLED TO ALL BENEFITS, PRIVILEGES, AND PROTECTIONS OF A LESSOR UNDER A FINANCE LEASE. CUSTOMER WAIVES ITS RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508-522.
18. WAIVER OF OFFSET: The lease created by each Lease Schedule is a net lease. If the Equipment is not properly installed, does not operate as represented or warranted, or is unsatisfactory for any reason, Customer shall make such claim solely against the dealer, supplier, or manufacturer. Customer waives any and all existing and future claims and offsets against any Payments or other charges due under each Lease Schedule and these Lease Terms and unconditionally agrees to pay such Payments and other charges, regardless of any offset or claim which may be asserted by Customer or on its behalf.
19. GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL: EACH LEASE SCHEDULE SHALL FOR ALL PURPOSES BE DEEMED A CONTRACT ENTERED INTO IN THE STATE OF NEW JERSEY. THE RIGHTS OF THE PARTIES UNDER EACH LEASE SCHEDULE
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. ANY ACTION BETWEEN CUSTOMER AND CFS SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF CAMDEN OR BURLINGTON, NEW JERSEY, OR AT CFS’ SOLE OPTION, IN THE STATE WHERE THE CUSTOMER OR THE EQUIPMENT IS LOCATED. CUSTOMER, BY ITS EXECUTION AND DELIVERY HEREOF, IRREVOCABLY
WAIVES OBJECTIONS TO THE JURISDICTION OF SUCH COURTS AND OBJECTIONS TO VENUE AND CONVENIENCE OF FORUM. CUSTOMER, BY ITS EXECUTION OF ANY LEASE SCHEDULE, AND CFS, BY ITS ACCEPTANCE THEREOF, HEREBY
IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDINGS UNLESS CUSTOMER RESIDES IN A STATE IN WHICH A WAIVER OF A RIGHT TO A JURY TRIAL IS UNENFORCEABLE AS A MATTER OF THAT STATE’S PUBLIC POLICY.
20. MISCELLANEOUS: All notices required or permitted under the Lease Terms or any Lease Schedule shall be sufficient if delivered personally, sent via electronic transmission, or mailed to such party at the address set forth in an applicable Lease Schedule, or at such other address as such party may designate in writing from time to time. Any notice deposited in the mail shall be effective after it has been received. Customer’s representations, warranties, and covenants under each Lease Schedule shall survive the delivery and return of the respective Equipment. Any provision of the Lease Terms which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of the Lease Terms. No such prohibition or unenforceability in any jurisdiction shall invalidate or render unenforceable such provision in any other jurisdiction. Customer agrees that CFS may insert missing information on a Lease Schedule including the Equipment’s description, serial number, and location, and corrections to Customer’s legal name; otherwise, each Lease Schedule (incorporating the Lease Terms by reference) contains the entire arrangement between Customer and CFS with respect to such Lease Schedule and no modifications thereof shall be effective unless in writing and signed by the parties. Customer agrees that CFS may accept an electronic transmission of any Lease Schedule or any Acceptance Certificate as an original, and that electronically
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 43 of 46
transmitted copies of Customer’s signature will be treated as an original for all purposes. If the Lease Schedule references an existing master agreement between Customer and CFS (the “Existing Master CFS Lease”) and to the extent applicable to the transactions contemplated by the Lease Schedule, then the terms of the Existing Master CFS Lease shall control over the Lease Terms for so long as the Existing Master CFS Lease remains in effect.
21. APPROVED AFFILIATES AND APPROVED SUBSIDIARIES: From time to time, affiliates and subsidiaries of Customer that meet CFS’ credit underwriting standards then in effect (each, an “Approved Affiliate” or “Approved Subsidiary”) may enter into Lease Schedules hereunder on the same terms and conditions as if each such Approved Affiliate or Approved Subsidiary was the Customer hereunder.
Each of Customer and each Approved Affiliate or Approved Subsidiary shall be jointly and severally liable for the obligations under the Schedule(s) entered into by it pursuant to this Agreement.
22. FISCAL FUNDING (if applicable): This Section 22 shall only apply if “Fiscal Funding” is designated on the Lease Schedule.
Customer warrants that it has funds available to pay Payments payable pursuant to the Lease Schedule until the end of its current appropriation period and warrants that it presently intends to make Payments in each appropriation period from now until the end of the term of Lease Schedule. The officer of Customer responsible for preparation of Customer's annual budget shall request from its legislative body or funding authority funds to be paid to CFS under the Lease Terms and any Lease Schedule. If notwithstanding the making in good faith of such request in accordance with appropriate procedures and with the exercise of reasonable care and diligence, such legislative body or funding authority does not appropriate funds to be paid to CFS for the Equipment, Customer may, upon prior written notice to CFS, effective upon the exhaustion of the funding authorized for the then current appropriation period, return the Equipment to CFS, at Customer's expense and in accordance with each Lease Schedule, and thereupon, Customer shall be released of its obligation to make Payments to CFS due thereafter, provided: (1) the Equipment is returned to CFS as provided for in the Lease Schedule; (2) the above described notice states the failure of the legislative body or funding authority to appropriate the necessary funds as the reason for cancellation; and (3) such notice is accompanied by payment of all amounts then due to CFS under the Lease Schedule. In the event Customer returns the Equipment pursuant to the terms of the Lease Schedule, CFS shall retain all sums paid by Customer. Customer's Payment obligations under each Lease Schedule in any fiscal year shall constitute a current expense of Customer for such fiscal year, and shall not constitute indebtedness or a multiple fiscal year obligation of Customer under Customer's state constitution, state law or home rule charter. Nothing in the Lease Terms shall constitute a pledge by Customer of any taxes or other monies, other than as appropriated for a specific fiscal year for each Lease Schedule and the Equipment.
Canon Solutions America, Inc.
Master Sales and Printer Services Agreement
Rider H
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 44 of 46
RIDER H
HOME OFFICE PRINT-AS-A-SERVICE PROGRAM
THE GENERAL TERMS ARE INCORPORATED HEREIN BY REFERENCE. THE TERMS OF THIS
RIDER H SHALL CONTROL OVER THE GENERAL TERMS UNLESS OTHERWISE SPECIFICALLY STATED HEREIN.
1. SUBSCRIPTION PRINTER SERVICES.
(a) This Rider H modifies the terms of the Agreement whereby CSA will provide a printer(s) set forth on the related Order Schedule (“Printer”), Printer Support and the Supply Inclusive Program, both as defined below for each such Printer (all collectively “Printer Services” for purposes of this Rider) for the Initial Term set forth in the Order Schedule (“Initial Term”). Printers will be either “Color Printers” or “B/W Printers as designated on the Order Schedule. You agree that CSA will provide the Printer Services at the Ship to Location(s) on the Order Schedule (“Location”), and you shall not relocate any Printer from its Ship to Location without CSA’s consent. You further agree to accept and pay the number of periodic payments (“Charges”) for the Printer Services for the Term as set forth in the Order Schedule. The Printer Services shall be provided pursuant to the Agreement as modified by this Rider H, and the terms of service and/or end user license agreement for the Printer Services. Printer Services shall be considered “Listed Items” under the Agreement. Title to the Printers shall remain with CSA or its assignee, and you shall be responsible for risk of loss or damage to any Printer upon delivery and until it is returned to CSA or its assignee. You acknowledge and agree that CSA may transfer title to the Printers and assign its rights to invoice and collect the Charges and any associated fees to its affiliate, Canon Financial Services, Inc. (“CFS”) or its assignee, and you agree to timely make such payments to CFS. Except as aforesaid, CFS does not and shall not assume any obligations under this Agreement. (b) Printer(s) shall be shipped to the Location(s) of your employees or agents (“Users”). You acknowledge that you have the requisite authority to permit shipment to the Ship To Address. The Printer shall be unpacked and set up by the User. The shipping carton and packing materials should be retained by the User for return of the Printer to CSA or its assignee. Users may access information concerning the Printer Services and their responsibilities at https://csa.canon.com/printasaservice.
2. RENEWAL.
(a) Notice Not to Renew. You shall be sent ninety (90) days advance written notice that the Printer Services shall automatically renew for additional one (1) year terms (each a “Renewal Term”). You must provide written notice to CFS not to renew the Printer Services in part or in total within 30 days prior to the end of the Initial Term or each Renewal Term. Notice of non-renewal must be sent by email to [email protected], or by certified mail or overnight courier to P.O. Box 5008, Mt. Laurel, NJ 08054 Attn: Customer Service.
(b) All Other Notices. Other than notices not to renew set forth on 2(a) above, all other notices hereunder must be in writing detailing all issues, and must be sent to CSA by email to [email protected], or by certified mail or overnight currier to 300 Commerce Square Blvd., Burlington, New Jersey 08016 Attn:
Customer Service, with a copy of any notice of default, breach, request for indemnity, or any other demand or claim against CSA or CFS, by email to [email protected] or by certified mail or overnight courier to Senior Vice President, Legal Department, Canon Solutions America, Inc., One Canon Park, Melville, New York, 11747.
(c) The Initial Term and Renewal Term collectively the “Term”. During each Renewal Term you shall receive the Printer Support and Printer Supplies as set forth below.
Canon Solutions America, Inc.
Master Sales and Printer Services Agreement
Rider H
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 45 of 46 (d) Upon expiration of the Term, you agree to return the Printer as instructed by CSA. CSA may increase pricing during each Renewal Term and may cancel Printer Services during any Renewal Term upon written notice to you, in which case CSA will refund any unearned charges for the balance of the Renewal Term to you.
3. DEFAULT. You shall be in default if you fail to make prompt payment of the Charges within 30 days of the invoice date. CSA may withhold Printer Services in whole or in part until any delinquent payment is received by CSA. CSA may terminate Printer Services in whole or in part upon your default with thirty (30) days’ notice to you, unless such default is cured by you within the thirty (30) day period. In the event of your default, you shall promptly return the Printer as instructed by CSA; and CSA may, in its sole discretion and without limiting its other rights and remedies available under applicable law, require you to pay all payments then due but unpaid, including any applicable late charges, plus an early termination fee equal to the balance of the periodic payments of the Charges owed for the Term or Renewal Term. Should you fail or refuse to promptly return the Printer as required by Sections 2(d) or 3, you agree to pay a Charge equal to the fair market value of the Printer, as determined by CSA. You agree that such Charges are reasonable liquidated damages for loss of bargain and not a penalty.
4. WARRANTY OF BUSINESS PURPOSE . You represent and warrant that that the Printer Services will not be used for personal, family or household purposes.
5. PRINTER SUPPORT. You or the User may obtain Printer Support by calling 1-800-OK-CANON (652- 2666) using the Printer serial number. Unless otherwise set forth on the Order Schedule, Color Printer(s) include a three year warranty from Canon, USA, Inc. (“CUSA”) which can be found at https://www.usa.canon.com/internet/portal/us/home/support/details/printers/megatank-inkjet-printers/all- megatank-inkjet-printers/maxify-gx6020/maxify-gx6020-wireless-megatank-small-office-all-in-one- printer?tab=warranty; and
B/W Printer(s) include a two year warranty from CUSA which can be found at https://downloads.canon.com/warranty/Warranty-imageCLASS-Exchange-Carryin-2years.pdf (each a “Warranty”).
For the 3rd year of the Initial Term for B/W Printers and each annual Renewal Term for both Color Printers and B/W Printers, Services for the Printers are provided in accordance with eCarePAK Extended Service Plan (the "eCarePAK") provided by CUSA which can be found at https://shop.usa.canon.com/shop/en/catalog/ecarepak-terms.
CSA will automatically register you for both the Warranty and the eCarePAK. The terms of the Warranty and eCarePak are incorporated into this Rider and shall solely govern as to the matters contained therein.
No other Maintenance terms shall apply to the Printers.
6. SUPPLY INCLUSIVE PROGRAM.
(a) The Printer Services includes replenishment of toner or ink cartridges and drum(s) or maintenance cartridges (collectively “Printer Supplies”) for each Printer are as follows (the “Printer Plans”):
If “Standard Plan” is indicated on the Order Schedule for the Printer, two (2) toner cartridges and one (1) drum shall be delivered with the Printer. Thereafter you may order up to four (4) toner cartridges during the Initial Term which are included with the Standard Plan. You will also receive two (2) toner cartridge for each year of the Renewal Term.
If “Plus Plan” is indicated on the Order Schedule for the Printer, two (2) toner cartridges and one (1) drum shall be delivered with the Printer. Thereafter you may order up to nine (9) toner cartridges and one (1) drum during the Initial Term which are included with the Plus Plan. You may also order up to four (4) toner cartridge and one drum for each year of the Renewal Term.
Canon Solutions America, Inc.
Master Sales and Printer Services Agreement
Rider H
Version 2.0, Dated 5-16-22 (Replaces all prior versions) Page 46 of 46 If “Color Ink Standard Plan” is indicated on an Order Schedule for a Color Printer, three (3) black ink cartridges, plus one (1) ink cartridge each of cyan, magenta, and yellow, and one (1) maintenance cartridge shall be delivered with the Printer. Thereafter you may order up to five (5) ink cartridges of any type and two (2) maintenance cartridges during the Initial Term, which are included with the Maxify Standard Plan.
You may order up to five (5) ink cartridges of any color and 1 maintenance cartridge for each year of any Renewal Term.
If “Color Ink Plus Plan” is indicated on an Order Schedule for a Color Printer, three (3) black ink cartridges, plus one (1) ink cartridge each of cyan, magenta, and yellow, and one (1) maintenance cartridge shall be delivered with the Printer. Thereafter you may order up to ten (10) ink cartridges of any type and three (3) maintenance cartridges during the Initial Term, which are included with the Maxify Standard Plan. You will also receive may order up to 8 (eight) ink cartridges of any color and two (2) maintenance cartridges for each year of any Renewal Term.
(b) Printer Supplies are to be used solely with the applicable Printer for which it is ordered and provided.
Yields for Printer Supplies are based on the manufacturer’s specifications. All Printer Supplies will be shipped directly to the Ship to Address set forth on the Order Schedule during the Term. You agree to pay all applicable taxes and shipping charges for Printer Supplies. Included Printer Supplies must be ordered and used during the Initial Term or Renewal Term for which they are provided.
You may order included or additional Printer Supplies by contacting CSA customer service at 800-355- 1390 using the Printer serial number.
(c) Additional toner and ink cartridges, maintenance cartridges and drums beyond those included with the Printer Plan as set forth above may be purchased at CSA’s standard rates. Orders for additional Printer Supplies (and any other supplies such as staples, paper, etc.) (a) must include a valid Customer purchase order number; (b) will be shipped to Customer FOB destination; and (c) are subject to a twenty percent (20%) restocking fee if accepted for return by CSA pursuant to its Material Return Authorization (MRA) procedure. If Customer requires a carrier other than CSA’s preferred carrier(s), Customer shall provide CSA with the carrier’s name and Customer’s account number so that delivery charges will be incurred directly by Customer. “Expedite/Emergency Orders” are any orders, regardless of the shipping method, that per Customer’s request, must be shipped on the same day as ordered and such Expedite/Emergency Orders are subject to the actual delivery charges. Customer is solely responsible for any damage to Printer Supplies after delivery. Claims for defective items, item shortages and invoice discrepancies as well as notification of both lost shipments and in transit damage to items (not otherwise accepted by Customer) must be provided to CSA within ten (10) days of the earlier of (i) receipt of the item or (ii) the invoice date (whichever is applicable).
Canon Solutions America, Inc. Agreements and Documents
Canon Solutions America, Inc.
A Canon U.S.A. Company
Canon Solutions America, Inc. Agreements and Documents
Large Format Solutions (LFS)
Ancillary Form Agreements
CSA LFS Customer Agreement Terms and Conditions Page 1 of 7 Form #USA9500 rev 12-08-2017 Customer Agreement Terms and Conditions
Common Terms
1.0 DEFINITIONS.
a. Agreement means this Customer Agreement and all schedules, amendments, and/or addenda attached hereto or made a part thereof. b. Client Software means that portion of the Software that resides in, and operates on, the desktop or portable computers in use by Customer or third parties and which provides access to the Server Software and computer system resources shared and used by the Software. c. Confidential Information means Firmware, Software, Documentation, technical service manuals, service bulletins, databases, customer lists, pricing, results, discounts and/or such other information as is marked as “confidential” by a party hereto. d. Consulting Services means consulting provided by CSA as relates to the Firmware and/or Software. Consulting Services may be provided by CSA at any time during the term of this Agreement. Consulting Services, if any and the price therefore are set forth on the applicable Customer Agreement Addendum or on a separate statement of work signed by CSA and Customer. e. Consumables means toner, developer, paper, photoconductor or ink, as the case may be, to be used in conjunction with or for the Equipment. f. CSA means Canon Solutions America, Inc.
g. Customer means the business entity defined on the Cover Sheet. h. Documentation means documents and other materials provided to Customer to support use of Equipment and/or Software. i. Educational Services means training provided by CSA as relates to the Equipment, Firmware and/or Software. j. Excess Charge means charges in Excess of the Square Foot or SmartClick Allowance specifically set forth on the Cover Sheet. k. Effective Date means (i) the date the installation is completed; or (ii) for Software which is not installed during the installation of the Equipment, the date the Software is enabled or shipped; or (iii) in the case of conversions or trials, the date specified by CSA. l. Equipment means printing and/or scanning equipment, including accessories and ancillary equipment each and all of which is identified by model number on the Cover Sheet, excluding NOLI Products. m. Firmware means software embedded in Equipment in object code form, incidental to operation of the Equipment, licensed by the Equipment manufacturer to Customer or for which CSA has the right to sublicense to Customer. n. Implementation Services means services relating to the implementation of Firmware and/or Software and which are rendered at or about the time of Equipment installation and may include (but shall not be limited to) review of print applications, validation of hosts and network paths, validation of system configuration(s), and overview of printer/server operation. Implementation Services acquired hereunder, if any, and the costs thereof are set forth on the applicable Customer Agreement Addendum. o. Installation means the Equipment is ready for commercial operation in accordance with manufacturer’s published specifications. p. Installation Site means the Customer’s “Ship To” address specified on the Cover Sheet and to which Customer requests that CSA ship the Equipment or Software. Delivery will be made to the Installation Site. q. Maintenance means the repair and/or replacement of parts, subassemblies, and Firmware to keep the Equipment, and if applicable NOLI Products, in good working order per manufacturers or CSA's written specifications, as the case may be, provided that repairs can be performed in the field. Parts required for repair may be used or remanufactured in accordance with CSA’s specifications. Maintenance may be provided by CSA or a third party subcontracted by CSA.
r. NOLI Products means Non-CSA Listed Items, which may include hardware, software (and specifically Third Party Software), equipment, supplies, service, warranty, network equipment and other items not listed in CSA’s price list and as designated on the Cover Sheet or Customer Agreement Addendum. NOLI Products are provided as a convenience to Customers and are not eligible for CSA warranty or maintenance and accordingly Customer waives any claim it might have against CSA for any loss, damages or expenses caused by NOLI Equipment. s. Parts means all parts certified by CSA as meeting manufacturers’ and/or CSA specification, as the case may be, and which are required to provide Maintenance to Products. Such certification requirements shall be determined solely by CSA. t. Product means Equipment, Consumables, Maintenance, Professional Services, Educational Services and Parts provided hereunder, excluding NOLI Products
u. Professional Services means collectively Implementation Services, Educational Services and Consulting Services each of which as such services relate to Software acquired hereunder. Professional Services, if any and the rates therefore, are specified in the applicable Customer Agreement Addendum.
v. Server Software means that portion of the Software that resides in, and operates on, the computer systems of Customer which allow access by the Client Software to shared computer system resources, including data files and databases. w. Service Charges means charges invoiced by CSA for Maintenance Services and/or Software Support and or charges based on use. x. SmartClick™ means a CSA proprietary measurement derived from (1) the amount of toner used; plus (2) the area of media used, for each application printed on the Equipment.
y. Software means all computer software programs provided by CSA, whether embedded in Equipment or provided via separate media or download; the Software includes, but is not limited to, Firmware, Software, Third Party Software and software that is set forth in the applicable Customer Agreement Addendum.
z. Software Support means access to CSA support specialists for operator questions, installation support, explanation of Software features and functionality, network connectivity questions, and other software support issues. Software Support includes making available updates, fixes, minor enhancements and improvements to the current version of the Software and/or Firmware and correcting reproducible errors in Firmware or Software which errors are caused by defects in the software. Software Support does NOT include (i) administration of servers or database products; (ii) support of Firmware or Software installed on equipment using “beta” or operating systems not supported by CSA; (iii) resolution of network errors not directly related to Firmware or Software; or (iv) installation, setup or support of third party products not supported by CSA or software not acquired from CSA. Software Support does not include updates, upgrades and new releases or versions of third party products sold with or used in conjunction with Software.
2.0 This Agreement governs the provision of Products and NOLI Products identified on the Cover Sheet and/or Customer Agreement Addendum and shall be binding on Customer upon Customer’s signature and on CSA upon the shipment of the Product or the performance of any Professional Services and/or Maintenance. Once this Agreement becomes effective and legally binding as set forth in this Section, it is non-cancelable. CSA has no responsibility for the decision or effect of the decision of Customer to acquire NOLI Products, even if CSA helps Customer identify, evaluate or select such NOLI Products. Customer and CSA shall sign a separate addendum (“Supplemental Agreement”) in connection with the purchase of such NOLI Products.
3.0 EQUIPMENT. Equipment shipped hereunder, unless otherwise specifically set forth in the applicable Equipment Schedule may, in CSA’s sole discretion, be New/Newly Manufactured, Factory Produced New Model, Like New, Remanufactured, Refurbished or Used. “New/Newly Manufactured” means Equipment that is newly assembled and which may contain a limited number of used components that have been thoroughly inspected and CSA LFS Customer Agreement Terms and Conditions Page 2 of 7 Form #USA9500 rev 12-08-2017 tested to assure product performance and reliability specifications. “Factory Produced New Model” means Equipment that has been disassembled, cleaned, refinished and inoperable components replaced with new or used components. Such Equipment is newly serialized Equipment with new features and/or functions. Customer is the first user of this Equipment, which is fully tested to assure product performance and reliability specifications. “Like New” means Equipment previously on trial, used as a demo unit, shown at a trade show or equipment with nominal foot/copy count. All Like New Equipment has been maintained by CSA, has not been pre-owned by any other party and has a nominal foot/copy count from a controlled pre- production environment. “Remanufactured” means Equipment that has been disassembled, cleaned, refinished, inoperable components replaced with new or used components and is fully tested to assure product performance and reliability specifications. “Refurbished” means Equipment that has been under CSA maintenance, has been tested to ensure full functionality and reliability to specifications. “Used” means Equipment that has been maintained under CSA’s authorized technical standards. Used Equipment is offered without warranty.
4.0 DELIVERY; RISK OF LOSS; INSURANCE. Delivery dates provided for by CSA are estimates only and CSA shall not be liable for delays in delivery due to causes beyond CSA’s reasonable control. Customer is responsible for freight, delivery and rigging charges unless otherwise agreed.
Risk of loss shall pass to Customer upon delivery to Customer’s loading dock. From the time of shipment until Customer’s payment obligations have been satisfied, Customer agrees (a) to give CSA prompt written notice of any damage to or loss of the Equipment or any occurrence arising from the possession, use, or operation of the Equipment resulting in death, bodily injury or damage to property; and (b) to maintain, at its expense, comprehensive general liability and property insurance covering the Equipment in an amount at least equal to the Equipment purchase price.
5.0 TITLE; SECURITY INTEREST; TRADE-IN. Customer agrees to immediately notify CSA in writing of any change in Customer's name or address or jurisdiction of organization, or discontinuance of its place or places of business. Prior to payment being made in full, Customer shall not move the Equipment from the Installation Site without first obtaining prior written consent from CSA. Title to Equipment (except with respect to Software) shall pass to Customer upon payment in full. CSA shall retain a first priority security interest in the Equipment and all proceeds therefrom until all purchase payments due CSA have been made. As security for the payment of all amounts due to CSA, Customer hereby grants to CSA a purchase money security interest in the Equipment and all proceeds thereof (including insurance proceeds). To the extent permitted by applicable law, Customer hereby authorizes CSA to file with the appropriate governmental authorities any and all financing statements necessary to evidence or perfect CSA’s security interest in the Equipment including attachments, replacements, substitutions, modifications and additions thereto. Customer represents and warrants that any trade-in equipment is free and clear of all liens and encumbrances of any kind and that marketable title shall vest in CSA upon CSA's receipt of the trade-in equipment. Customer shall be responsible for related freight charges and trade-in equipment shall be packed in accordance with the manufacturer's specifications.
6.0 INSTALLATION AND SITE PREPARATION. CSA shall install the Equipment at the Installation Site. In no event shall Installation be later than thirty (30) days after delivery of the Equipment, except if delay is due solely to CSA. Customer shall be ready to timely receive the Equipment and shall have the area at the Installation Site prepared and ready to receive the unit of Equipment or the Software in accordance with CSA’s power, environmental and other requirements prior to its delivery, including appropriate space requirements, providing adequate power, analog phone line(s) and computers and/or network connection(s) (if required for the unit of Equipment), lighting, humidity, HVAC, and security. Installation services may be provided by an independent contractor at CSA’s discretion. Installation services include uncrating, unpacking, connection to peripherals, power, communication and other utilities, and rendering the Equipment or Software ready for use. All site preparation, including electrical wiring, air conditioning and necessary permits or approvals, is Customer’s responsibility. Unless otherwise specified in the applicable Customer Agreement Addendum, Customer operator training is available from CSA at its training rate in effect at the time of such training pursuant to Section 19.0. Customer must complete a CSA site survey, or equivalent CSA form, prior to installation of any Equipment or Software that will be connected to Customer’s computer network. In reliance on this information, CSA will either proceed with the installation, or advise Customer of potential problems that may limit functionality. If such survey has been completed and delivered to CSA, and there are any changes to Customer’s computer network or software, any attempts by CSA to remedy such problems will be at its standard charges then in effect, and CSA makes no representation or warranty that it can remedy such problems.
7.0 PAYMENT AND TAXES. Payment of the purchase price and other charges are due thirty (30) days from the date invoiced. Service Charges are billed for full month periods. If Equipment is installed on other than the first of the month, then Service Charges shall be pro-rated from the install date to the end of the month; in addition, use charges shall be charged based on the meter read for the same period. Once per twelve month period, CSA may adjust pricing for Maintenance Service Charges, or any component thereof, supplies and other materials, by a maximum of ten percent (10%).
Customer shall pay on demand a late fee equal to the lesser of 1.5% per month or the maximum rate permitted by law, on all overdue payments whether such payments are due prior to or after a notice of default. All payments shall be made at the office of CSA as detailed on the invoice, or at any other place designated by CSA. Customer shall pay or reimburse CSA for all costs of collection (including reasonable attorneys’ fees, litigation expenses and court costs) of any overdue amounts. Customer shall pay or reimburse CSA for all license fees, duties, privilege, sales, use, excise, stamp, and other similar taxes and charges now or hereafter imposed upon this transaction or relating to the ownership, sale, use or operation of Equipment (exclusive of franchise taxes or taxes based upon CSA’s net income).
8.0 DEFAULT AND REMEDIES.
a. Any of the following shall constitute a default by Customer ("Default"):
(i) failure to pay any amounts when due and such failure remains unremedied for thirty (30) days from the due date; or, (ii) failure to comply with any material provisions or perform any of its material obligations arising under this Agreement or under any other documents or agreements relating to this Agreement, and such failure remains unremedied by Customer for a period of thirty (30) days from any such failure.
b. Upon any uncured Default, CSA may exercise any one or more of the following remedies (which remedies shall be cumulative):
(i) terminate this Agreement and/or any applicable Customer Agreement Addendum; (ii) declare all amounts due from Customer immediately due and payable in full; (iii) secure peaceable repossession and removal of the Equipment by CSA or its agent without judicial process and sell or lease at such place as CSA may deem advisable and CSA may be the purchaser at any such sale; (iv) require Customer to pay all expenses, including reasonable attorney fees and costs, in connection with the retaking, refurbishing, selling or the like of the Equipment;
(v) exercise any other right or remedy available to it under the Uniform Commercial Code or any other applicable law or proceed by appropriate court action to enforce this Agreement or recover damages for breach thereof. To the extent permitted by applicable law, Customer waives all rights it may have to limit or modify any of CSA’s rights and remedies under this Agreement, including but not limited to, any right to require CSA to dispose of the Equipment or otherwise mitigate its damages.
9.0 WARRANTY.
CSA LFS Customer Agreement Terms and Conditions Page 3 of 7 Form #USA9500 rev 12-08-2017
9.1 Equipment Warranty
CSA warrants that on completion of Installation, Equipment will be (i) in material conformance with the manufacturer's published specifications, (ii) qualified for CSA's standard maintenance services; (iii) free from material defects in workmanship and materials. All parts found to be defective during installation shall be repaired or replaced at the option of CSA. All defective parts replaced under this warranty shall become the property of CSA. If a warranty period is marked on a Customer Agreement Addendum, then warranty shall continue from Installation for the period set forth on such Customer Agreement Addendum. Customer's sole and exclusive remedy for breach of the foregoing warranty shall be to reject the Equipment and cancel the affected Customer Agreement Addendum. In no event shall a breach of this warranty give rise to a claim for damages against CSA. CSA’s obligation hereunder is limited to the repair or replacement (at CSA’s option) of any Equipment, material or part which does not conform to this warranty. The warranty set forth herein does not apply to Used Equipment and is conditioned upon Customer giving prompt written notice to CSA of any discovered defects at the time installation is complete. CSA is not obligated by this warranty to perform repairs or parts replacement for defects or damage resulting in whole or part from (i) alteration, relocation, repairs, or use of parts, software or services not provided by CSA or its authorized representative, (ii) accident, (iii) abuse, willful misconduct, or negligence; (iv) the acts or omissions of Customer.
9.2 Software Warranty
(a) CSA warrants that upon installation the Software will conform to CSA’s then current published specifications, provided the Software is properly installed (if installed by Customer) and used. CSA does not warrant that (i) Software will meet Customer’s requirements or that operation of the Software will be uninterrupted or error-free or (ii) that any Software-related services rendered hereunder will result in improvements in Software or in the solution to any problems Customer may encounter in the use of Equipment or Software. (b) CSA warrants that prior to shipment, (i) CSA has tested the Software using commercially available virus detection programs and no viruses were found and (ii) the Software contains no “time bombs” or other disabling devices except as noted herein. CSA has implemented disabling code to protect Software and Equipment against unlicensed use. Improperly or non-licensed Software will operate only for a limited time, typically thirty (30) days, or will operate in some diminished capacity.
(c) The entire liability of CSA, and the sole remedy of Customer, in the event of breach of any warranty in this Section 9.2 shall be, at CSA’s option, (i) CSA’s use of commercially reasonable efforts to correct or replace the non-conforming Software within a reasonable period of time after receiving written notice from Customer or (ii)and if those efforts are unsuccessful CSA shall refund the Software License Fee paid by Customer to CSA less a reasonable fee for the period of use (based on depreciation deducted over a five year straight line basis), provided Customer ceases all use of and returns the Software to CSA.
9.3 Service Warranty
CSA warrants that all material and parts furnished pursuant to this Agreement will be in good working order at the time of installation, and CSA’s obligation is limited to the repair or replacement of any material or part which does not conform to this warranty. CSA shall have no liability in the event that Customer’s acts or omissions contributed to a breach of this warranty in any way to any loss sustained.
9.4 Disclaimer
THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CSA PROVIDES NO WARRANTY FOR NOLI PRODUCTS. FOR NOLI PRODUCTS, CUSTOMER MAY RECEIVE A WARRANTY DIRECTLY FROM SUCH PRODUCT OR SOFTWARE VENDOR.
10.0 LIMITATION OF LIABILITY.
(a) NEITHER PARTY SHALL BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER
LEGAL THEORY, FOR LOSS OF USE, DATA, REVENUE OR PROFIT, OR FOR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, LIQUIDATED,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE, OR FOR DAMAGES SUFFERED OR
CLAIMED TO HAVE BEEN SUFFERED BY ANY THIRD PARTY INCLUDING CUSTOMERS OF CUSTOMER, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES.
(b) EACH PARTY’S MAXIMUM LIABILITY FOR ANY CLAIM FOR DAMAGES RELATING TO ITS PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT SHALL BE LIMITED: (A) WITH REGARD TO EQUIPMENT, TO THE PURCHASE PRICE OF THE EQUIPMENT; (B) WITH REGARD TO SOFTWARE, TO THE LICENSE FEE OF THE SOFTWARE; (C) WITH REGARD TO MAINTENANCE SERVICES, TO AN AMOUNT EQUAL TO TWELVE (12) MONTHS OF MONTHLY MAINTENANCE CHARGES FOR THE RELATED EQUIPMENT, SOFTWARE OR SERVICES GIVING RISE TO SUCH DAMAGES; AND (D) WITH REGARD TO PROFESSIONAL SERVICES, TO THE AMOUNT PAID FOR THE PROFESSIONAL SERVICES GIVING RISE TO SUCH DAMAGES.
(c) THE LIMITATIONS SET FORTH IN SECTIONS 10 (a) AND 10(b) ABOVE SHALL NOT APPLY TO OR LIMIT THE LIABILITY OF A PARTY FOR: (I)
PERSONAL INJURY (INCLUDING DEATH) OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY TO THE EXTENT CAUSED BY EITHER PARTY’S NEGLIGENCE OR WILLFUL MISCONDUCT OR (II) FOR CLAIMS ARISING UNDER SECTION 11 (“INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS”), OR (III) ANY VIOLATION BY CUSTOMER OF THE LICENSES GRANTED IN SECTION 12.1 HEREIN.
11.0 INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. CSA agrees to defend Customer against and hold Customer harmless from, claims, costs (including reasonable and necessary attorney fees), damages, demands judgments and liabilities arising out the claims of third parties that the Equipment or Software (but specifically excluding Third Party Software and NOLI Products) infringes such third party’s United States patent, copyright or other intellectual property right and CSA agrees to pay the resulting costs, damages and attorneys’ fees finally awarded, provided that Customer promptly notifies CSA in writing of the claim and fully cooperates with CSA and CSA has sole control of the defense and all related settlement negotiations. CSA’s obligation under this Section is conditioned on Customer’s agreement that if such Equipment or Software (except Third Party Software or NOLI Products, or the use thereof), becomes, or in CSA’s opinion is likely to become, the subject of such a claim, Customer shall permit CSA, at CSA’s option and expense, either to procure the right for Customer to continue using the Equipment or Software or to replace or modify the Equipment or Software so that it becomes non-infringing, and if neither of the foregoing alternatives is available on terms which are reasonable in CSA’s judgment, Customer shall return the Equipment or Software upon the request of CSA. Upon such return, CSA shall refund the applicable Equipment purchase price or Software license fee paid by Customer, less depreciation deducted on a five year straight-line basis. CSA shall have no liability for any claim based upon or any damages attributable to: (i) the combination, operation or use of the Equipment or Software with equipment or software not supplied or authorized in writing by CSA; (ii) modification of the Equipment or Software; or (iii) Equipment or Software made pursuant to specifications furnished by Customer. The foregoing states the entire obligation and liability of CSA with respect to infringement of patents, copyrights or other intellectual property rights. Customer shall indemnify and hold CSA harmless from and against any liability and expense, including reasonable attorneys’ fees incurred by CSA in connection with any claim that the Equipment or Software, or any part thereof, custom made pursuant to specifications furnished by Customer infringes any third party’s patent, copyright or other intellectual property right.
CSA LFS Customer Agreement Terms and Conditions Page 4 of 7 Form #USA9500 rev 12-08-2017
12. GRANT OF LICENSE; HDD SECURITY: CONFIDENTIALITY
12.1 (a) CSA grants Customer a personal, non-exclusive, non-transferable, limited license to use the Software (in compiled object code form) in the United States solely for internal use and solely in conjunction with the Equipment identified in the Cover Sheet, and to use the Documentation in support of Customer’s authorized use of the Software until this Agreement is terminated in accordance with its terms or until Customer ceases using Software with the Equipment, at which time the Software, Documentation and all copies shall be returned to CSA or certified as destroyed. In addition to the Software, the Equipment identified in the Cover Sheet may contain other software that is used in connection with the maintenance of the Equipment (the “Maintenance Software”). Customer hereby acknowledges and agrees that the Maintenance Software has been installed for the sole purpose of use by a field engineer or technician authorized in writing by CSA to maintain the Equipment. Customer is not granted, whether by license or otherwise, any right to access or use the Maintenance Software for any purpose whatsoever, all rights to which are hereby expressly reserved by CSA. Any access or use of the Maintenance Software or any part thereof by Customer or any other person, including any person who purchases the Equipment from the Customer, is strictly prohibited. The Software license granted hereunder may not be assigned by Customer without the written consent of CSA and the payment of an additional license fee by the assignee (or subsequent licensee). No such additional license fee shall be due for Software embedded in the Equipment in the form of firmware.
(b) Software, including all results, information, ideas, data and products of any services provided by CSA (excluding Customer’s data throughput) shall be the sole property of CSA or its suppliers and shall be regarded by Customer as Confidential Information of CSA. Customer shall not sell, transfer or otherwise make available the Software or Documentation to any third party and shall secure and protect them from disclosure and shall take such action as is necessary with its employees (including contractors and temporary help) and other persons permitted access to them to satisfy Customer’s obligations hereunder. Customer may disclose the Software and Documentation to its employees (including contractors and temporary help) only to the extent (a) such disclosure is necessary to enable Customer to use the Software within the scope of the license granted herein and (b) any such parties agree that the Software is CSA’s confidential information and agree to protect the Software pursuant to the terms set forth herein. Customer may copy the Software in machine readable form for backup and archival purposes only as necessary to support Customer’s internal use of the Software with the Equipment on which use is licensed. Customer shall not modify, use other than for purposes of this Agreement, reverse engineer, disassemble or decompile any Software in whole or in part. All Software is a “commercial component,” as this term is defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “computer software documentation,” as such terms are defined in 48 C.F.R. §252.227-7014(a)(1) and 48 C.F.R. §252.227-7014(a)(5), respectively, and used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable and all as amended from time to time.
Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, and other relevant sections of the Code of Federal Regulations, as applicable, and all as amended from time to time, all U.S. Government entities acquire Software only with those rights set forth in this Agreement. (c) Upon termination of the License Agreement for Software identified on the Cover Sheet, Customer shall either (i) return the Software and Documentation, and all copies thereof, or (ii) certify to CSA in writing that the Software and Documentation, and all copies thereof, have been destroyed.
The license for the various CSA software products listed herein are covered by a one-time license fee for these products. If Customer, however, requests that the Software be re-hosted (the installation of an existing software license onto a different hardware platform which might be either a server or mainframe hardware platform) an additional Software license fee may be due from Customer. In order to receive updates, fixes and enhancements (maintenance) for the CSA software products, Customer must continue to pay the license maintenance fee which is identified in the Cover Sheet. If Customer discontinues paying the license maintenance fee, Customer will not receive maintenance, however, Customer is permitted to use the CSA software solely with the Equipment and "as is" with no obligation on the part of CSA with respect to such use or maintenance. With respect to third party software, CSA is a reseller of such software. Customer's license for such third party software is granted from the third party software provider.
12.2 Hard Disk Drive Security
(a) Customer acknowledges that the hard disk drive (“HDD”) on any Equipment may retain images, content, or other data during normal operation of the Equipment (“Data”), and that exposure or access to the Data by CSA, if any, is purely incidental to the services performed by CSA. Neither CSA nor any of its affiliates has an obligation to erase or overwrite Data prior to or upon Customer’s return of the Equipment to CSA or any leasing company or other disposition of the Equipment. Customer is solely responsible for determining and implementing the appropriate method for erasing or overwriting Data during the Equipment’s use by or on behalf of Customer and upon return of the Equipment to CSA or any leasing company or other disposition of the Equipment.
(b) Without limiting the foregoing, Customer should, prior to return or other disposition of the Equipment, (i) if applicable, utilize the HDD formatting (or comparable) function (which may be referred to as “Initialized All Data/Settings” function) which may be found on the Equipment to perform a one pass overwrite of Data or, if this function is not available on Equipment (ii) Customer may purchase from CSA a replacement hard drive (in which case Customer should properly dispose of the replaced hard drive). The replacement hard drive must be requested by Customer in writing at least ten (10) and not more than thirty (30) business days before the Equipment ‘s scheduled removal from Customer’s premises.
12.3 Confidentiality. Customer shall maintain the confidentiality of Confidential Information and shall not disclose any Confidential Information to any third party without first having obtained the written approval of CSA. Customer shall not sell, transfer, distribute, disclose or otherwise make available the Confidential Information to any third party and shall secure and protect it from disclosure and shall take such action as is necessary with its employees (including contractors and temporary help) and other persons permitted access to them to satisfy Customer’s obligations hereunder. Neither party will use for any purpose, other than performing this Agreement, or disclose to any third party any trade secrets or non-public information of the other party or its affiliates including, but not limited to, marketing information and strategy, marketing models, product information, advertising and promotional copy, pricing information, financial information, customer lists, test results, and all other proprietary information, trade secrets and non-public information. The parties agree to restrict circulation of all of such information within their own organization, except to the extent necessary to perform its obligations, and in no case will any disclosure be made to any third party, unless such disclosure is requested or required in any judicial or administrative proceeding or otherwise required by law. Upon termination of this Agreement, Customer shall either (i) return all Confidential Information to CSA, including the Documentation, and all copies thereof, or (ii) at CSA sole option, certify to CSA in writing that the Confidential Information, including the Documentation, and all copies thereof, has been destroyed.
13.0 NOTICES; CHANGES. Notices, requests or other communications shall be in writing and delivered by (a) United States first class mail, postage prepaid, and addressed to the other party at the address set forth on the face of this Agreement (or to such other address as such party shall have designated by proper notice), (b) personal delivery or (c) commercial overnight delivery service. Such notices will be deemed to have been given on the date when received or acceptance refused. Each party consents to service of process by certified mail at its address above (or such other address as it shall have designated by proper notice) in connection with any legal action brought by the other party. Customer authorizes CSA to fill in descriptive material in the Schedule (including serial numbers) and to correct any errors under the Agreement or Schedule. Upon reasonable notice, provided there CSA LFS Customer Agreement Terms and Conditions Page 5 of 7 Form #USA9500 rev 12-08-2017 is no material adverse effect on performance, CSA shall have the right to change design, colors, materials or specifications of Equipment when it deems necessary.
Equipment & Software Maintenance Terms
The following Equipment and Software Maintenance Terms are only applicable if Maintenance is being purchased by Customer under this Agreement.
14.0 MAINTENANCE TERMS AND CONDITIONS. Pricing and the term for Maintenance purchased by Customer is set forth in the applicable Customer Agreement Addendum. The following general terms and provisions apply to any and all Maintenance purchased hereunder:
a. Corrective Maintenance coverage will be provided as is specifically set forth in the applicable Customer Agreement Addendum. CSA shall provide Customer: (a) CSA's standard preventive maintenance services (“PM’s”), including labor and replacement parts to be provided Monday – Friday during CSA’s standard business hours of Monday through Friday 8:00AM to 5:00PM (the length and frequency of periods of time required for preventive maintenance will be determined by CSA); (b) corrective maintenance coverage as indicated on the applicable Customer Agreement Addendum, including labor and replacement parts (service on CSA holidays is available with advance notice to CSA and CSA shall bill Customer at its then current hourly rates for holiday service) provided that repairs can be performed in the field; and (c) engineering changes, including safety changes, deemed necessary by CSA. Preventive maintenance includes testing, adjusting, cleaning and replacement of components scheduled in accordance with the Equipment service specifications. PM’s performed on weekends, holidays or between 5PM and 8:00AM (at Customer’s request) will be billed at CSA’s holiday rates in effect at the time of such service. If Customer refuses to permit installation of a safety change or removes one already installed, CSA may discontinue maintenance support services for all Equipment until the hazard has been corrected. All defective parts replaced during maintenance shall become the property of CSA. Parts used for repair may be used or remanufactured in accordance with manufacturer’s specifications. b. Engineering changes, including safety changes, shall be performed as deemed necessary by CSA. If CSA cannot perform a safety modification through no fault of CSA, or, if Customer refuses to permit installation of a safety change or removes any component deemed by CSA as integral to maintaining the safety of the Equipment, CSA may discontinue Maintenance for all Equipment until the problem as identified by CSA is remedied by Customer.
c. Customer shall: (i) provide CSA full, free and safe access to the Equipment for performance of Maintenance by CSA; (ii) allow CSA to store reasonable quantities of maintenance equipment and/or parts on Customer's premises; (iii) provide a suitable environment for the Equipment in accordance with manufacturer’s environmental requirements; (iv) if applicable, report to CSA by the last calendar day of each month, the monthly usage according to the meter reading in footage or images as applicable; and (v) promptly inform CSA of any Equipment malfunctions or operating problems. d. Customer shall NOT interfere with the proper operation of the meter. e. The Maintenance term shall commence upon installation of the Equipment or, if already installed, upon certification by CSA, or, at the conclusion of the Warranty period, if any.
f. The Customer Agreement Addendum shall identify an initial maintenance term, and Customer shall not terminate maintenance services during the initial term. The initial maintenance term shall begin after the warranty period indicated upon the Customer Agreement Addendum, if no warranty is provided, then upon installation of the Equipment or, if already installed, upon certification by CSA. Maintenance shall be automatically renewed for successive one (1) year terms at CSA’s then-current charges and under the terms and conditions herein unless either party gives the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of any initial or renewal term. CSA shall provide Customer with ninety (90) days prior written notice of renewal of maintenance services. CSA may withdraw any item of Equipment or Software from maintenance coverage (i) if such Equipment or Software has been removed from the Installation Site and CSA does not offer maintenance services at the new Equipment location or (ii) if CSA declares end of life for such Equipment or Software, and then only with at least ninety (90) days prior written notice. Customer may terminate Maintenance in any renewal term upon ninety (90) days prior written notice. Customer shall pay monthly service charges up to the date of termination.
For any prepaid amounts, CSA shall refund or credit the pro rata amount of the remaining term from the effective date of termination. g. CSA shall not be obligated hereunder to provide Maintenance determined by CSA to be necessary due to or caused by, in whole or part: (i) failure to continually provide a suitable environment in accordance with CSA's requirements; (ii) neglect, misuse, or use of the Equipment for purposes other than for which it was designed, or failure to operate the Equipment in accordance with CSA's or manufacturer’s operating instructions or within manufacturer’s specifications; (iii) accident, disaster, including effects of water, wind, lightning, or transportation; terrorism, vandalism or burglary; (iv) alteration of Equipment, including any deviation from Equipment design, unless previously authorized in writing by CSA; (v) attachment(s) to the Equipment, including connection of devices not supplied by CSA, which cause the Equipment to malfunction, unless previously authorized in writing by CSA; (vi) use of improper, or inadequate use of or failure to use, supplies; (vii) the use of forms and media not in compliance with CSA’s paper and media specifications; (viii) maintenance or repair services performed by Customer or a third party without written authorization from CSA; or, (ix) pre or post processing Equipment disconnected from the printing system to which it was originally installed unless previously authorized in writing by CSA. If in CSA’s sole opinion, Equipment has been rendered unrepairable, then CSA may refuse to render services under this Agreement and may terminate this Agreement. If repairs or replacements as set forth above are needed due to causes listed above, CSA’s prices to provide any such repair or replacement will: (i) use the current published hourly service rates and minimum charges for the service time, which includes travel and waiting time; (ii) use the current parts and material prices; and (iii) charge for shipping and travel expenses. All repairs will be governed by the terms of this Agreement, however, CSA reserves the right to decline to perform such services. h. The following are not within the scope of Maintenance Service or warranty: (i) provision and installation of optional retrofits; (ii) enhancement of any feature of the Equipment; (iii) services connected with Equipment relocation; (iv) installation/removal of accessories, attachments, or other devices; (v) exterior painting or refinishing of Equipment; (vi) maintenance, installation, or removal of Equipment or devices not provided by CSA; (vii) performance of normal operator functions as described in applicable CSA operator manual(s), including, but not limited to, loading of toner, inks and/or paper; (viii) performance of services necessitated by accident, disaster including effects of water, wind, lightning, terrorism, negligence, temperature, inadequate ventilation, power failure, improper electrical power, unauthorized alteration of Equipment, tampering, service by other than CSA, causes other than ordinary use, improper supplies or accessories, the use of non-CSA parts, toner, developer or inks, interconnect ion of Equipment by electrical or electronic, or mechanical means, with incompatible Equipment, or failure to use CSA operating system software; (ix) performance of services necessitated by the introduction of a computer virus or other bug into the Equipment; (x) the use of forms not in compliance with CSA’s paper specifications; and (xi) performance of service necessitated by any modification, alteration or any other change whatsoever of Customer's computer system into which the Equipment is integrated or otherwise connected. Maintenance provided by CSA to resolve an exclusion set forth under this CSA LFS Customer Agreement Terms and Conditions Page 6 of 7 Form #USA9500 rev 12-08-2017 paragraph shall be billed at CSA's (i) then published hourly service rates and minimum charges for service time, including travel and waiting time; (ii) parts and material prices then in effect; and (iii) charges for shipping and travel expenses. l. Software Support; Modifications
(a) CSA will use reasonable efforts to correct reproducible errors in any current, unaltered release of Software caused by a defect or malfunction which prevents Customer from operating the Software in a manner consistent with CSA’s then current published specifications. CSA, in its sole discretion, shall choose the method to correct or replace the Software. These methods may include, but are not limited to, telephone, remote and on-site support.
Support of any Software modified by Customer or any third party not authorized in writing by CSA, is not covered by this Agreement. If either Customer or a third party modifies the Software and, in CSA’s sole opinion, such modification affects the performance of the Software, Customer shall pay CSA, at CSA’s then applicable rates, for all resulting support services. (b) CSA will make Software revisions available at no charge for Software deemed by CSA as “current” release versions to Customers covered under an active CSA software maintenance contract. Software revisions shall be defined as enhancements, modifications, updates, and improvements to the Software that CSA classifies as dot releases, meaning the Software revision code changes only in the fractional portion of the program level (i.e. v1.20 >v1.25> v1.41, etc.) (“Dot Release”). New functionality may be available with Dot Releases and will be offered to Customers at reasonable prices.
Installation of Dot Releases may, at CSA’s sole discretion, be chargeable at CSA's then published hourly Professional Services rates with minimum charges for service time, including travel and on-site wait time. In addition, the cost of any server hardware modifications/upgrades required to run the Dot Releases are the Customer’s sole responsibility.
(c) CSA will make “new” Software releases available to Customers covered under an active CSA software maintenance contract at reasonable upgrade prices. New Software releases are defined as those enhancements, modifications, updates, new functionality and improvements that CSA classifies as a “version release”, meaning the whole number portion of the Software version changes (i.e. v1.xx >v2.xx>v3.xx etc.) (“Version Release”).
Installation of Version Releases may, at CSA’s sole discretion, be chargeable at CSA's then published hourly Professional Services rates with minimum charges for service time, including travel and on-site wait time. In addition, the cost of any server hardware modifications/upgrades required to run the Version Release are the Customer’s sole responsibility. (d) Support does not include (i) administration of servers or database products; (ii) support of Software installed on equipment using “beta” or operating systems not supported by CSA; (iii) resolution of network errors not directly related to Software; or (iv) installation, setup or support of third party products not supported by CSA or software not acquired from CSA. Maintenance does not include updates, upgrades and new releases or versions of third party products sold with or used in conjunction with CSA Software. CSA will provide support services for (a) the latest Software Version Release (e.g.v5) following the date it is made generally available and (b) for the immediately prior Version Release (e.g. v4) during the twelve (12) month period following the date the latest Software Version Release (v5) is generally available. Software support shall terminate if CSA declares end of life for such Software, and then only with at least ninety (90) days prior written notice. (e) It is the responsibility of Customer to make and maintain adequate backups of data and configuration of Software. CSA shall not be liable for any losses (of data or productivity or of any other kind) resulting from rebuilding or reconfiguring Software to the original, factory configuration. Reloading, rebuilding and reconfiguring of server software may, at CSA’s sole discretion, be chargeable at CSA's then published hourly Professional Services rates with minimum charges for service time, including travel and on-site wait time. Purchase and administration of anti-virus software is Customer’s responsibility. Assistance for installing and maintaining anti-virus software is outside the scope of standard support but is available from CSA as a billable service upon request.
15.0 ORDERING OF SUPPLIES AND OTHER MATERIALS. Customer orders for supplies, staples, field replaceable units, consumables, expendables or any other materials normally purchased by Customers (a) must include a valid Customer purchase order number; (b) are shipped to Customer FOB destination; and (c) are subject to a twenty percent (20%) restocking fee if accepted for return by CSA pursuant to its Material Return Authorization (MRA) procedure. If Customer requires a carrier other than CSA’s preferred carrier(s), Customer shall provide CSA with the carrier’s name and Customer’s account number so that delivery charges will be incurred directly by Customer. “Expedite/Emergency Orders” are any orders, regardless of the shipping method, that per Customer’s request, must be shipped on the same day as ordered and such Expedite/Emergency Orders are subject to the actual delivery charges. Claims for defective items, item shortages and invoice discrepancies as well as notification of both lost shipments and in transit damage to items (not otherwise accepted by Customer) must be provided to CSA within thirty (30) days of (i) receipt of the item or (ii) the invoice date (whichever is applicable).
16.0 MAINTENANCE SERVICE CHARGES. For the period covering the Effective Date to the date that monthly billing commences for the first Minimum Maintenance Payment set forth on the applicable Customer Agreement Addendum ("Interim Period"), Customer shall pay CSA an amount equal to the Minimum Maintenance Payment divided by 30 and multiplied by the number of days in the Interim Period. CSA shall invoice the Minimum Maintenance Payment in advance and shall invoice the Excess Meter Charges and other usage fees ("Maintenance Service Charges”) periodically as indicated on the Customer Agreement Addendum. If applicable, Customer shall provide meter readings by the last calendar day of each month showing the monthly usage by a CSA approved method. Should such meter readings not be provided in a timely fashion, Excess Meter Charges may be estimated by CSA.
When supplies are included in the Minimum Maintenance Payment, Customer is entitled to the amount of toner which, on average, covers five percent (5%) of the media unless another coverage rate is specified in an applicable program or document. IN THE EVENT CSA DETERMNES AT ITS SOLE
DISCRETION THAT CUSTOMER HAS ORDERED CONSUMABLES BEYOND A REASONABLE REQUIREMENT BASED ON INDUSTRY ACCEPTED
CLICK VOLUME MEASUREMENTS, CSA MAY, IN ITS SOLE DISCRETION, UPON REASONABLE DEMONSTRATION OF SUCH EXCESS USE BY CUSTOMER, BILL CUSTOMER THE LIST PRICE OF THE EXCESS CONSUMABLES. Notwithstanding any other provision herein and in addition to Maintenance Service charges, CSA may assess a fuel surcharge (“Fuel Surcharge”) to offset increases in fuel expenses. The Equipment may contain software that allows CSA to access the Equipment remotely (“Remote Software”). In such cases, Customer authorizes CSA to use the Remote Software to (a) receive software updates and transmit use and service data accumulated by the Equipment over Customer’s network by means of an HTTPS protocol and (b) store and analyze such data solely for CSA’s own purposes related to servicing the Equipment and for product improvement. Customer hereby requests that CSA enable the Remote Software on the Equipment listed on the Cover Sheet and/or Customer Agreement Addendum.
17.0 Software Help Desk Support (not applicable to CSA products under 7x24 service coverage) If product support is made available through the purchase of “Remote Help Desk Support”, then the following terms are applicable:
(a) CSA provides Remote Help Desk Support via telephone, to access CSA Support Specialists for operator questions, installation support, explanation of maintained software features and functionality, network connectivity questions, and other support issues (“Remote Support”). Remote Support is available Monday – Friday 8:30AM to 8:00PM EST, excluding holidays. By purchasing Remote Support, Customer has unlimited access to the help desk.
(b) CSA will provide Remote Support to those Customer employees who have been issued an ID code providing email/telephone access to the CSA Software Support Center. Customer shall be responsible for controlling ID code access and for any unauthorized use of ID codes. ID codes are non- transferable.
CSA LFS Customer Agreement Terms and Conditions Page 7 of 7 Form #USA9500 rev 12-08-2017 Professional Services Terms
18.0 All Professional Services provided hereunder shall be set forth on the applicable Customer Agreement Addendum. A statement of work (“Statement of Work”) may be signed by Customer prior to commencement of any Professional Services. The Statement of Work shall include the completion date (if applicable), total cost, a description of the work to be performed, acceptance criteria (if applicable) and maintenance charges (if applicable). All work product created under a Professional Services statement of work and all ideas, improvements, know-how, discoveries, and techniques including without limitation, computer programs, routines and code, developed in connection with Professional Services shall be owned by CSA. CSA grants to Customer a personal, non-exclusive, non-transferable royalty-free limited license to use such work product in the United States solely for internal use and solely in conjunction with the Equipment identified in the applicable Customer Agreement Addendum.
Educational Services Terms
19.0 All Educational Services shall be set forth on the applicable Customer Agreement Addendum. The following terms are only applicable if Educational Services are purchased and apply to any and all Educational Services purchased hereunder:
a. Educational Services are offered to Customer by CSA in the form of training sessions and are provided during CSA’s standard business hours (Monday through Friday excluding CSA recognized holidays - 8:30 AM to 5:00 PM local time) unless Customer purchases after hour on-site training at additional cost. Training may take place at a CSA central training facility or at Customer’s site as determined by CSA and Customer. Each training session is a one-time event or a one-time visit. Customers are charged separately for each training session. The composition and duration of each training session is determined solely at CSA’s discretion. b. Unless otherwise set forth in a writing signed by both parties, standard CSA published rates apply. CSA published rates are subject to change without notice. Customer is responsible for Customer’s travel and lodging expenses. CSA will bill Customer, and Customer agrees to pay, CSA’s reasonable travel, hotel and other reasonable expenses in connection with Customer on-site training sessions. c. Training materials for each training session are provided to Customer and/or Customer’s registrants as set forth under CSA’s then current policy. Such training materials are CSA Confidential Information. d. Unless otherwise agreed in writing, Educational Services must be completed within sixty (60) days after the date of Installation. In the event Educational Services are not completed within this time period and provided the delay is not due to CSA, Customer’s Educational Services shall automatically terminate with no further obligation on the part of CSA, in which case Customer shall not be entitled to a refund. Monies paid towards a training session in connection with a specific model of Equipment or software is not transferrable to any other model of Equipment or software and may not be used by Customer to pay for any other Equipment, Maintenance, Professional Services or training offering. e. Cancellation/Rescheduling. (i) CSA may cancel an on-site training session by providing notice to Customer no less than five (5) business days prior to the scheduled date of training. If a training session is cancelled by CSA and CSA and Customer do not agree to reschedule such session, upon request of Customer, CSA will refund the purchase price for the cancelled training session. CSA is not responsible for any expenses incurred by Customer or Customer’s registrant in connection with such cancellation. (ii) CSA may reschedule a training session by providing notice to Customer no less than five (5) business days prior to the scheduled date of training. CSA is not responsible for any expenses incurred by Customer or Customer’s registrant in connection with such rescheduling. (iii) Upon written notice to CSA received no less than five business days prior to the date of a scheduled training session, Customer may cancel such training session and receive a full refund of Customer’s purchase price for such training session; or, Customer may reschedule such training session at a mutually agreeable time and place. If CSA and Customer do not agree on dates and location for a rescheduled session, upon request of Customer, CSA will refund the purchase price for the cancelled training session. In the event that CSA has incurred any non-refundable costs or expenses, such as travel, lodging and related expenses, in anticipation of such training session, Customer shall reimburse CSA for such costs and expenses., (iv) Monies received for a training session, and the cancellation notice of which is received by CSA within five business days of the scheduled date for such training session, are not refundable. However, CSA may, within its sole discretion, apply such monies to a rescheduled training session. In any event, to the extent CSA has incurred any non-refundable costs or expenses, such as travel, lodging and related expenses, in anticipation of such training session, Customer shall reimburse CSA for such costs and expenses. (v) CSA is not obligated to refund any monies paid for registrants not attending any scheduled training session.
MISCELLANEOUS
20.0 MISCELLANEOUS. This Agreement shall constitute the entire agreement between Customer and CSA with respect to Equipment, services and software. Any variance from or additions to the terms and conditions of this Customer Agreement, or any Customer Agreement Addendum(s), amendments, schedules or addenda, in any purchase order or other written notification from Customer will be of no effect. This Agreement may not be assigned by Customer without the written consent of CSA and shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, permitted successors and assigns. CSA shall have no duty or obligation whatsoever to verify or inquire as to the validity, execution, signer’s authority, or any other matter concerning the propriety of the facsimile or electronic transmission. This Agreement may not be modified or amended except in writing, signed by the parties hereto and no waiver shall be effective unless in writing, signed by the party to be charged. Any provision of this Agreement which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof. No action regardless of form arising out of this Agreement or any Schedule may be brought by either party more than one (1) year after the cause of action has arisen. Except for obligations of payment, neither CSA nor Customer shall be liable for nonperformance caused by circumstances beyond their control, during the time such circumstances exist including, but not limited to, work stoppages, floods, and Acts of God. The captions in this Agreement are for convenience only and shall not define or limit any of the terms hereof. This Agreement is the result of negotiation between the parties and, accordingly, shall not be construed for or against either party regardless of which party drafted this Agreement or any portion thereof. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW RULES. Each party expressly and irrevocably agrees: (a) that any and all legal disputes whatsoever concerning this Customer Agreement and any Customer Agreement Addendum(s), amendments, schedules or addenda entered into hereunder, must be brought in the State or Federal courts located in New York, New York and that such courts shall have the exclusive jurisdiction and authority to resolve such disputes; (b) to submit to the jurisdiction of the State and Federal courts located in New York, New York, for purposes of resolving legal disputes concerning this Agreement and any Schedules entered into hereunder, and to waive any and all objections to personal jurisdiction and/or to venue; and (c) to waive any right to trial by jury in legal disputes concerning this Agreement and any amendments, schedules or addenda entered into hereunder.
Rev 02-06-2018 (JPJ)
Canon Solutions America, Inc.
Océ Arizona Series
Amendment
CSA Origination office: 100 Park Blvd, Itasca, IL 60143 Customer:
CSA Administrative office: 100 Park Blvd. Itasca, IL 60143 Contract No:
Océ Arizona Series Amendment
THIS AMENDMENT IS ATTACHED TO AND MADE A PART OF THE AGREEMENT # BETWEEN Canon Solutions America, Inc. (“CSA”) and Customer (“Agreement”).All defined terms within the Agreement shall have the same meaning within this Amendment.
1. The following language is added as the last sentence of Section 9 of the Agreement:
If Customer has purchased Maintenance and such Maintenance is marked on the Cover Sheet, Customer may terminate Maintenance upon ninety (90) days prior written notice to CSA. If Customer provides such notice of its intent to terminate, Customer shall be responsible for Maintenance charges, if any, for the period of coverage up until the effective date of termination.
2. Section 14(f) of the Agreement is deleted in its entirety and replaced with the following language:
(i) Maintenance shall be automatically renewed for successive one (1) year terms at CSA’s then-current charges and under the terms and conditions herein unless either party gives the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of any initial or renewal term. (ii) CSA may notify Customer ninety (90) days in advance of the time of renewal that Maintenance for specific Océ Products covered under this Agreement will not be renewed. (iii) Customer may terminate Maintenance during the initial term or in any renewal term upon ninety (90) days prior written notice. If Customer provides such notice of its intent to terminate, Customer shall be responsible for the charges for the period of coverage up until the effective date of termination.
3. The following language is added at the end of the Agreement as new Section 21.0.
21.0. OCÉ ARIZONA SERIES EQUIPMENT WARRANTY AND MAINTENANCE EXCLUSIONS a. The following consumable items for the Océ Arizona Series are excluded from the warranty set forth in Section 9.0 of the Agreement:
Consumable Item
Printheads (unless otherwise set forth on the Cover Sheet) Table Vacuum Overlays
UV Lamps & Lamp Filters
Ink Filters
b. The following consumable parts for the Océ Arizona Series are excluded from the Maintenance terms set forth in Section
14.0 of the Agreement:
Consumable Part
Printheads (unless otherwise set forth on the Cover Sheet) Table Vacuum Overlays
UV Lamps & Lamp Filters
Ink Filters
Rev 02-06-2018 (JPJ)
Except as contained herein, the terms and conditions of the Agreement shall remain in full force and effect. This Amendment will not commence and will not be binding on the parties until accepted by CSA. For an additional charge, Customer may obtain replacement coverage for up to one printhead during the warranty period or per year under the maintenance agreement.
Purchasing coverage does not entitle customer to replacement of printhead unless replacement is required in order to maintain the equipment to published specifications. Such additional coverage must be specifically set forth in the Customer Agreement and/or Maintenance Agreement with a corresponding line item charge.
Customer Authorized Signature CSA Authorized Signature
Company Name: Date:
Authorized Signature: Accepted by:
Name (print): Name (print):
Title: Date: Title:
Rev 01-25-2018
Canon Solutions America, Inc.
Océ Arizona Series Premia Class Field Reconditioned Equipment Amendment
CSA Origination office: 100 Park Blvd, Itasca, IL 60143 Customer:
CSA Administrative office: 100 Park Blvd. Itasca, IL 60143 Contract No:
Océ Arizona Series Amendment
THIS AMENDMENT IS ATTACHED TO AND MADE A PART OF THE AGREEMENT # BETWEEN Canon Solutions America, Inc. (“CSA”) and Customer (“Agreement”).All defined terms within the Agreement shall have the same meaning within this Amendment.
This amendment applies to Premia Class Field Reconditioned Equipment only.
1. The following language replaces the first sentence of Section 3 of the Agreement:
“Products shipped hereunder, unless otherwise specifically set forth in the Cover Sheet or Customer Agreement Addendum may, in CSA’s sole discretion, be New/Newly Manufactured, Factory Produced New Model, Like New, Remanufactured, Refurbished, Used or Field Reconditioned. “
2. The following sentences are added as the last sentences of Section 3 of the Agreement:
“Field Reconditioned” means Equipment previously used by a CSA customer that has been de-installed, bagged, and crated by CSA service technicians and installed at Customer’s site, where the Equipment is tested to ensure full functionality and reliability to specifications by CSA service technicians for print quality. This process involves the installation of new parts, and may also include the installation of used parts at CSA's discretion. Field Reconditioned Equipment may have ink stains, dents, and printhead nozzles that do not function.
3. The fourth sentence of Section 9 of the Agreement is amended by adding the following:
“with respect to Field Reconditioned Equipment, the warranty period for printheads shall be for a period of six (6) months from the date of equipment installation.”
4. The following language replaces the eighth sentence of Section 9 of the agreement:
“The warranty set forth herein applies only to New/Newly Manufactured, Factory Produced New Models, Remanufactured, Refurbished Equipment or Field Reconditioned and is conditioned upon Customer giving prompt notice to CSA of any discovered defects; with respect to Field Reconditioned Equipment, determination of defective printhead is at the sole discretion of CSA Service Technician.”
5. Section 14(f) of the Agreement is deleted in its entirety and replaced with the following language:
(i) Maintenance shall be automatically renewed for successive one (1) year terms at CSA’s then-current charges and under the terms and conditions herein unless either party gives the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of any initial or renewal term. (ii) CSA may notify Customer ninety (90) days in advance of the time of renewal that Maintenance for specific Océ Products covered under this Agreement will not be renewed. (iii) Customer may terminate Maintenance during the initial term or in any renewal term upon ninety (90) days prior written notice. If Customer provides such notice of its intent to terminate, Customer shall be responsible for the charges for the period of coverage up until the effective date of termination.
4. The following language is added at the end of the Agreement as new Section 21.0.
21.0. OCÉ ARIZONA SERIES PREMIA CLASS FIELD RECONDITIONED EQUIPMENT WARRANTY AND MAINTENANCE
EXCLUSIONS
Rev 01-25-2018
a. The following consumable items for the Océ Arizona Series Premia Class Field Reconditioned Equipment are excluded from the warranty set forth in Section 9.0 of the Agreement:
Consumable Item
Table Vacuum Overlays
UV Lamps & Lamp Filters
Ink Filters
b. The following consumable parts for the Océ Arizona Series Premia Class Field Reconditioned Equipment are excluded from the Maintenance terms set forth in Section 14.0 of the Agreement:
Consumable Part
Printheads
Table Vacuum Overlays
UV Lamps & Lamp Filters
Ink Filters
Except as contained herein, the terms and conditions of the Agreement shall remain in full force and effect. This Amendment will not commence and will not be binding on the parties until accepted by CSA.
Customer Authorized Signature CSA Authorized Signature
Company Name: Date:
Authorized Signature: Accepted by:
Name (print): Name (print):
Title: Date: Title:
ACKNOWLEDGEMENT / ACCEPTANCE COPY
Dear Customer:
Océ Remote Services (also known as ORS) is a service diagnostics tool which is designed to reduce service visits, shorten service resolution times and minimize downtime.
Océ has incorporated several security measures, controls and user interaction aspects in the development of the Océ Remote Service functionality:
Customer is in control as they determine when and if Canon is allowed to connect remotely to the target device.
Océ Remote Service only retrieves printer device information and no information about customer documents. Printer device information is secured with a password prior to transmission to Canon. It is possible for a customer using Océ Remote Service to see a history of the information that has been sent to Canon.
Océ Remote Services uses Industry Standard HTTPS connection methods for all communication between the device and the Canon back-office.
Data traffic between your location and Canon (from Océ system to Canon service back-office) is mainly outbound, except when a Remote Assistance session is ongoing. In the latter case you are always in control and can initiate or turn-off the remote session at your own discretion. Please see attached ORS white paper for more details on ORS.
Please sign and return the attached copy of this letter marked “Acknowledgement / Acceptance Copy” as an indication that you authorize Canon Solutions America, Inc. “CSA” to use the Remote Software to (a) receive software updates and transmit use and service data accumulated by the Equipment over your network by means of an HTTPS protocol and (b) store and analyze such data solely for CSA’s own purposes related to servicing the Equipment and for product improvement. You hereby requests that CSA enable the Remote Software on the Equipment listed below; ORS will be enabled on the following Equipment at your location:
All Océ Colorado 1640 Printer(s)
Future Océ Colorado Printers
I hereby authorize CSA to use Oce’ Remote Services software as described herein.
Company
By
Title
Date
Please send original signed form to:
Carol Knopf
100 Park Blvd, Itasca, IL 60143
[email protected]
Rev 02-05-2018 (JPJ)
Canon Solutions America, Inc.
Océ Colorado 1640
Amendment
CSA Origination office: 100 Park Blvd, Itasca, IL 60143 Customer:
CSA Administrative office: 100 Park Blvd. Itasca, IL 60143 Contract No:
Océ Colorado 1640 Amendment
THIS AMENDMENT IS ATTACHED TO AND MADE A PART OF THE AGREEMENT # BETWEEN Canon Solutions America, Inc. (“CSA”) and Customer (“Agreement”).All defined terms within the Agreement shall have the same meaning within this Amendment.
1. 1. The following language is added at the end of the Agreement as new Section 21.0.
21.0. OCÉ COLORADO 1640 EQUIPMENT WARRANTY AND MAINTENANCE EXCLUSIONS a. The following consumable items for the Océ Colorado 1640 are excluded from the warranty set forth in Section 9.0 of the Agreement:
Consumable Item
Printheads
Colorado 16xx Knife
Take Up Spindle
Unwind Spindle
b. The following consumable parts for the Océ Colorado 1640 are excluded from the Maintenance terms set forth in Section
14.0 of the Agreement:
Consumable Part
Printheads
Colorado 16xx Knife
Take Up Spindle
Unwind Spindle
Except as contained herein, the terms and conditions of the Agreement shall remain in full force and effect. This Amendment will not commence and will not be binding on the parties until accepted by CSA. For an additional charge, Customer may obtain replacement coverage for up to one printhead during the warranty period or per year under the maintenance agreement.
Purchasing coverage does not entitle customer to replacement of printhead unless replacement is required in order to maintain the equipment to published specifications. Such additional coverage must be specifically set forth in the Customer Agreement and/or Maintenance Agreement with a corresponding line item charge.
Customer Authorized Signature CSA Authorized Signature
Company Name: Date:
Authorized Signature: Accepted by:
Name (print): Name (print):
Title: Date: Title:
Rev 02-05-2018 JPJ
Canon Solutions America, Inc.
Contex Quattro Scanner
Amendment
CSA Origination office: 100 Park Blvd, Itasca, IL 60143 Customer:
CSA Administrative office: 100 Park Blvd. Itasca, IL 60143 Contract No:
Contex Quattro Scanner Amendment
THIS AMENDMENT IS ATTACHED TO AND MADE A PART OF THE AGREEMENT # BETWEEN Canon Solutions America, Inc. (“CSA”) and Customer (“Agreement”).All defined terms within the Agreement shall have the same meaning within this Amendment.
1. The following language is added at the end of the Agreement as new Section 21.0.
21.0. CONTEX QUATTRO SCANNER EQUIPMENT WARRANTY AND MAINTENANCE EXCLUSIONS a. The following consumable items for the Contex Quattro Scanners are excluded from the warranty set forth in Section 9.0 of the Agreement:
Consumable Item
Calibration Sheet
Glass Platen
b. The following consumable parts for the Contex Quattro Scanners are excluded from the Maintenance terms set forth in Section 14.0 of the Agreement:
Consumable Part
Calibration Sheet
Glass Platen
Except as contained herein, the terms and conditions of the Agreement shall remain in full force and effect. This Amendment will not commence and will not be binding on the parties until accepted by CSA.
Customer Authorized Signature CSA Authorized Signature
Company Name: Date:
Authorized Signature: Accepted by:
Name (print): Name (print):
Title: Date: Title:
REV 01-24-18 (JPJ)
1 Canon Solutions America, Inc.
Canon imagePROGRAF printer
Amendment - LFS
CSA Origination office: 5450 Cumberland Avenue Chicago IL 60656 Customer:
CSA Administrative office: 5450 Cumberland Avenue Chicago IL 60656 Customer # THIS AMENDMENT IS ATTACHED TO AND MADE A PART OF AGREEMENT # BETWEEN Canon Solutions America, Inc. (“CSA”) and Customer (“Agreement”). All defined terms within the Agreement shall have the same meaning within this Amendment. In the event that this Amendment conflicts with the terms of the Agreement, the terms of this Amendment shall control.
Definitions:
“Canon Equipment” means the model(s) of the Canon imagePROGRAF printer(s) set forth on the Cover Sheet.
“Canon Products” means the software, consumables, accessories and/or parts used in connection with the Canon imagePROGRAF Equipment and set forth on the Cover Sheet and/or Customer Agreement Addendum.
1. The terms set forth in this Amendment shall apply only to the Canon Equipment and/or the Canon Products:
2. For the Canon Equipment and/or the Canon Products, in lieu of Section 9.0 of the Agreement, the terms of the imagePROGRAF LARGE FORMAT PRINTER LIMITED WARRANTY (“Canon Printer Limited Warranty”) shall be the sole warranty in connection with the Canon Equipment and/or Canon Products (except for printheads used with the Canon Equipment), and the terms of the imagePROGRAF PRINTHEAD LIMITED WARRANTY (“Canon Printhead Limited Warranty”) shall be the sole warranty in connection with printheads used with the Canon Equipment. If Customer purchases an extension of the Canon Printer Limited Warranty and/or the Canon Printhead Limited Warranty, the term and cost thereof is set forth on the Cover Sheet and/or the Customer Agreement Addendum. If Customer has not purchased an extension of the Canon Printer Limited Warranty and/or the Canon Printhead Limited Warranty maintenance services may be made available to Customer on a time and materials basis at CSA’s then-current rates.
3. If Customer self installs the Canon Equipment, Customer is responsible for all installation services, including uncrating, unpacking, connection to peripherals, power, communication and other utilities and rendering the Canon Equipment and/or any Canon software ready for use. All site preparation described herein is the responsibility of the Customer.
4. The following language is added immediately after the first sentence of Section 7, (PAYMENT AND TAXES), of the Agreement:
If Customer self installs the Canon Equipment, CSA will invoice Customer upon shipment of the Canon Equipment and payment is due thirty (30) days from the date invoiced.
5. The first sentence of Section 11 (INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS) of the Agreement is deleted in its entirety and the following language is added as the new first sentence of Section 11:
CSA agrees to defend Customer against and hold Customer harmless from, claims, costs (including reasonable and necessary attorney fees), damages, demands judgments and REV 01-24-18 (JPJ)
2 liabilities arising out the claims of third parties that a Product (but specifically excluding Canon Equipment, Canon Products, Third Party Software and NOLI Products) infringes such third party’s United States patent, copyright or other intellectual property right and CSA agrees to pay the resulting costs, damages and attorneys’ fees finally awarded, provided that Customer promptly notifies CSA in writing of the claim and fully cooperates with CSA and CSA has sole control of the defense and all related settlement negotiations.
6. Section 14.0 (MAINTENANCE TERMS AND CONDITIONS)and Section 16.0 (MAINTENANCE SERVICE CHARGES) of the Agreement are hereby deleted in their entirety.
Except as contained herein, the terms and conditions of the Agreement shall remain in full force and effect. This Amendment will not commence and will not be binding on CSA until accepted by CSA.
Customer Authorized Signature CSA Authorized Signature
Company Name: Date:
Authorized Signature: Accepted by:
Name (print): Name (print):
Title: Date: Title:
CSA Origination office: 100 Park Blvd., Itasca, IL 60143 Customer:
CSA Administrative office: 100 Park Blvd., Itasca, IL 60143 Contract No:
Canon Solutions America, Inc.
DGEN/Media One Amendment
THIS AMENDMENT IS ATTACHED TO AND MADE A PART OF THE AGREEMENT # ______________BETWEEN Canon Solutions America, Inc. (“CSA”) and Customer (“Agreement”).All defined terms within the Agreement shall have the same meaning within this Amendment.
1. The terms set forth in this Amendment shall apply only to the DGEN/Media One Products.
2. For the DGEN/Media One Products, in lieu of Section 9.0 of the Agreement, the following terms shall apply:
Media One Product Warranty:
I. Manufacturer warrants that Product(s) and parts thereof delivered hereunder will meet the applicable Specifications for such Product(s) and shall be free from defects in material and workmanship for a period of twelve (12) months from the date of completion of installation at End User's location. If, during such twelve (12) month period, Manufacturer is notified of any defect in the Product, then Manufacturer shall, within ten (10) days of notification thereof and at End User’s option, either repair, replace or credit End User for such Product. Manufacturer shall deliver replacement Product under this warranty to End User or End User’s designated customer transportation prepaid. Problems with the Product that are caused by improper maintenance by End User or End User's negligence shall not be covered by this warranty.
II. Manufacturer shall not be responsible for any End User losses relating to consumables (e.g., fabric, chemicals, etc.) or other wasted products caused by or relating to any defect with any Product or otherwise. Further, End User shall provide all consumables necessary to perform maintenance/service. Manufacturer will have no financial or other responsibility (including replacement) regarding any reasonable amount of consumables used or lost in connection with maintenance/service, testing and/or installation.
III. THE WARRANTIES CONTAINED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY EXPRESSLY DISCLAIMED.
Customer Authorized Signature CSA Authorized Signature
Company Name: Date:
Authorized Signature: Accepted by:
Name (print): Name (print):
Title: Date: Title:
Rev 02-12-18
EasyPacII (Customer) 02-06-2018 (JPJ)
Canon Solutions America, Inc.
Easy Pac II Amendment
CSA Origination office: 100 Park Blvd. Itasca, IL 60143 Customer:
CSA Administrative office: 100 Park Blvd. Itasca, IL 60143 Customer # THIS AMENDMENT IS ATTACHED TO AND MADE A PART OF THE AGREEMENT # BETWEEN Canon Solutions America, Inc. (“CSA”) and Customer (“Agreement”). All defined terms within the Agreement shall have the same meaning within this Amendment.
Definitions
“Excess Charges” means charges in excess of the SmartClick Allowance. “Program” means the Océ EasyPac II Océ TDS Black Toner/Océ PlotWave Black Toner/ Océ ColorWave Toner Pearls Cartridge Program.
“Scheduled Supplies” means: in connection with Océ TDS Equipment and Océ PlotWave Equipment, the fixed amount of Océ Black Toner to which Customer is entitled as set forth in the Agreement(s) and/or this Amendment. “Supplies” means: (i) for Océ TDS Equipment and Océ PlotWave® Equipment, Océ Black Toner; (ii) for Océ ColorWave Equipment, Océ TonerPearls® cartridges.
“Supplies Entitlement” means: in connection with the Océ ColorWave Equipment, the amount of Océ TonerPearls cartridges to which Customer is entitled as set forth in the Agreement(s) and/or this Amendment. “SmartClick™” means a CSA proprietary measurement derived from (1) the amount of toner used; plus (2) the area of media used, for each application printed on the Equipment.
Supplies Program
So long as Customer is not in default, the Program entitles Customer to the fixed amount of genuine Océ Supplies set forth in the Agreement and/or this Amendment, on a scheduled or entitlement basis. Scheduled Supplies for Océ TDS Equipment and Océ PlotWave Equipment will be shipped directly to the Ship to address set forth on the Cover Sheet during the term of the Agreement.
Supplies for the Océ ColorWave Equipment will be shipped pursuant to Customer’s order and subject to the Supplies Entitlement during the term of the Agreement. Supplies may be used solely with the Equipment set forth on the Cover Page and/or Customer Agreement Addendum. Any additional Supplies that are required beyond the Scheduled Supplies or Supplies Entitlement can be ordered directly from CSA (toll free at 800-323-4827) at additional cost to Customer.
Equipment and Annual Allowance or Estimated Print Quantities Printer Model:
Annual Allowance or Estimated Print
Quantity:
Supplies Shipment
A. For Océ TDS Equipment or Océ PlotWave Equipment and provided Customer is not in default: Supplies shipments will be automatically shipped and will continue for the full term of the Agreement, without Customer’s request or without requiring any documentation or order confirmation from Customer. For Océ TDS Equipment and for Océ PlotWave Equipment, one unit of supplies is equal to one carton of Océ Black Toner. Changes to this shipment schedule are valid only upon execution of a new amendment to the Agreement. CSA will ship only on the periodic shipment schedule dates. CSA will not accelerate or expedite shipments unless otherwise approved by CSA.
CSA will automatically ship
Units of Océ Supplies on
the first business day of
each
other month(s) calendar quarter.
B. For Océ Colorwave Equipment and provided Customer is not in default: Supplies will only be shipped once an order has been placed by Customer. For Océ ColorWave Equipment, one unit of Supplies is equal to one Océ TonerPearls cartridge.
Term Supplies Entitlement Units of Océ Supplies
EasyPacII (Customer) 02-06-2018 (JPJ)
Pricing
For Océ TDS Equipment and Océ PlotWave Equipment: CSA will ship the Scheduled Supplies for the term of the Agreement.
Additional amounts of Supplies may be required by Customer for excess print volumes or applications based on Customer’s actual usage. Customer is responsible for ordering and paying for Supplies in excess of the Scheduled Supplies. Should Customer require additional Supplies beyond the Scheduled Supplies, CSA will ship such additional quantities to Customer upon acceptance of Customer’s purchase order for such additional Supplies. Customer will be invoiced separately for such additional orders over Scheduled Supplies and agrees to pay for such additional quantities. CSA reserves the right to refuse shipment of additional Supplies.
This Program does not include media (paper/film/vellum). Prices do not include applicable tax. Shipping charges to the continental USA are included.
For Océ Colorwave Equipment – SmartClick Excess Plan: This is a fixed supplies quantity contract. Customer is responsible for ordering Supplies as needed during the term of the Agreement. If additional Supplies are required by Customer for excess print volumes or applications based on Customer’s actual usage, Customer is responsible for ordering such additional Supplies. The cost to Customer for such additional Supplies is included in the excess SmartClick Charge. If additional Supplies are ordered by Customer, CSA shall provide such additional Supplies as is reasonably required by Customer, as determined by CSA, based upon Customer’s consumption and subject to CSA’s approval, which shall not be unreasonably withheld. CSA reserves the right to refuse shipment of additional Supplies. This program does not include media (paper/film/vellum). Prices do not include applicable tax. Shipping charges to the continental USA are included. The Minimum Periodic Payment and Excess SmartClick Charges may both include a charge for toner.
Term
Customer may not terminate this Program except as set forth herein. This Amendment shall commence on the start date of the Agreement and shall remain in effect for an initial term of ______ months. The Program shall be automatically renewed for successive one (1) year terms at CSA’s then current charges, for apro rata amount of the Supplies Entitlement based on the Supplies Entitlement for the initial term and under the terms and conditions of the Agreement and this Amendment unless either party gives the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of any initial or renewal term. CSA may also notify Customer ninety (90) days in advance that the Supplies covered under this Agreement will no longer be available for any subsequent renewal terms. Customer may terminate this Program in any renewal term upon ninety (90) days prior written notice. Upon the termination of the maintenance/toner program in a renewal period, The Customer agrees to be invoiced and agrees to pay for the excess toner that was used/shipped to Customer before the termination date along with all payments due up to the termination date for the period in question including any excess copy charges. For prepaid agreements, CSA will refund or credit the pro rata price of the remaining term as detailed above.
Miscellaneous
CSA may refuse shipment of Supplies if Customer is not current on payments, or is in default for any other reason. Customer may order Supplies under the Agreement and/or this Amendment solely for its own internal use and not for resale or, if Customer is a CSA authorized reseller, for the internal use of Customer’s end userthat acquires, through purchase or lease from Customer, the Océ Products and not for resale. CSA may refuse shipment in the event that CSA reasonably believes Supplies are not being used for the internal use of the Customer or Customer’s end user set forth on the Cover Sheet and/or Customer Agreement Addendum.
Returns
Returns of Supplies are only permitted for Supplies defects. A CSA Return Materials Authorization (RMA) is required prior to any return.
Except as contained herein, the terms and conditions of the Agreement shall remain in full force and effect. This Amendment will not commence and will not be binding on CSA until accepted by CSA.
Customer Authorized Signature CSA Authorized Signature
Company Name: Date:
Authorized Signature: Accepted by:
Name (print): Name (print):
Title: Date: Title:
Rev 02-01-2018
Canon Solutions America, Inc.
Océ ProCut Equipment Warranty Amendment
CSA Origination office: 100 Park Blvd. Itasca, IL 60143 Customer:
CSA Administrative office: 100 Park Blvd. Itasca, IL 60143 Contract No:
Océ ProCut Amendment
THIS AMENDMENT IS ATTACHED TO AND MADE A PART OF THE AGREEMENT # BETWEEN Canon Solutions America, Inc. (“CSA”) and Customer (“Agreement”).All defined terms within the Agreement shall have the same meaning within this Amendment.
Definitions
“Base Machine” means each model of the following: Océ ProCut Table, Conveyor System, Roll-off Unit, Vacuum Generator, Automatic Router Bit Changer (ARC), ICC Camera, Integrated Tool Initialization Tool (ITI) and PC stand. “Consumable Parts” means cutting blades, knives, router bits, cutting underlays, scoring wheels and conveyor belts. “Océ ProCut Equipment” means the following: Base Machine, the modules and tool inserts set forth herein and Consumable Parts.
“Preventative Maintenance” means testing, adjusting, cleaning and replacement of components scheduled in accordance with the Océ ProCut Equipment service specifications.
"Service" means the repair and/or replacement of parts that are determined by CSA to contain manufacturing defects in order to keep the Océ ProCut Equipment in good working order per manufacturer’s written specifications provided that repairs can be performed in the field.
1. The following language is added at the end of the Agreement as new Section 21.0.
21.0 OCÉ PROCUT EQUIPMENT WARRANTY AND SERVICE
a. WARRANTY. For the term of the warranty as set forth below, CSA warrants that on completion of Installation, the Océ ProCut Equipment will be (i) in material conformance with the manufacturer's published specifications, and (ii) free from material defects in workmanship and materials. All parts found to be defective during installation shall be repaired or replaced at the option of CSA. All defective parts replaced under this warranty shall become the property of CSA. Customer's sole and exclusive remedy for CSA’s failure to perform under this Warranty shall be to reject the Océ ProCut Equipment. In no event shall a breach of this warranty give rise to a claim for damages against CSA. CSA’s obligation hereunder is limited to the repair or replacement (at CSA’s option) of the Océ ProCut Equipment, material or part which does not conform to this warranty. THE WARRANTIES
SET FORTH IN THIS AMENDMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
b. TERM and EXCLUSIONS. The warranty and terms set forth in this Amendment shall apply solely to the Océ ProCut Equipment. The warranty period for the Base Machine shall be twenty-four (24) months from the date of installation and the warranty period for the modules and tool inserts set forth in Section 21.0(c) shall be six (6) months from the date of installation.
During the applicable warranty period for the Océ ProCut Equipment, CSA shall provide Service for the Océ ProCut Equipment.
CSA shall provide such Service during its normal business hours, at no charge, as determined to be necessary upon inspection by an authorized CSA Service Representative. CSA is not obligated by this warranty to perform repairs or parts replacement for defects or damage resulting in whole or part from (i) alteration, relocation, repairs, or use of parts, software or services not provided by CSA or its authorized representative, (ii) accident, (iii) abuse, willful misconduct, or negligence; (iv) the acts or omissions of Customer. Preventative Maintenance and the replacement of Consumable Parts are not covered by this warranty.
Ground freight charges for parts covered by warranty are included. Expedited shipping charges of such warranty parts are excluded and will be invoiced to Customer separately. Service may be provided by CSA or a third party subcontracted by CSA.
Rev 02-01-2018
c. The following modules and tool inserts are covered by the six (6) month warranty set forth in Section 21.0(a):
6 Month Warranty Limit on the following Modules & Tool Inserts Description
Routing Modules
Universal Modules
Driven Rotary Tool
Oscillating Cutting Tools
Milling Spindles
Creasing Tools
Kiss-Cutting Tool
V-Cut Tool
Univ. Drawing Tool with pen
Universal Cutting Tool
d. POST-WARRANTY PROCUT EQUIPMENT SERVICE. Upon expiration of the warranty period set forth herein, Customer may purchase maintenance from CSA for the Base Machine by signing CSA’s then-current maintenance agreement. Post- warranty Service is not available from CSA for the modules and tool inserts set forth in subparagraph 21.0(c) above.
Except as contained herein, the terms and conditions of the Agreement shall remain in full force and effect. This Amendment will not commence and will not be binding on the parties until accepted by CSA.
Customer Authorized Signature CSA Authorized Signature
Company Name: Date:
Authorized Signature: Accepted by:
Name (print): Name (print):
Title: Date: Title:
Rev 01-25-2018 (JPJ)
Canon Solutions America, Inc.
Océ TC4 Scanner
Amendment
CSA Origination office: 100 Park Blvd. Itasca, IL 60143 Customer:
CSA Administrative office: 100 Park Blvd. Itasca, IL 60143 Contract No:
Océ TC4 Scanner Amendment
THIS AMENDMENT IS ATTACHED TO AND MADE A PART OF THE AGREEMENT # BETWEEN Canon Solutions America, Inc. (“CSA”) and Customer (“Agreement”).All defined terms within the Agreement shall have the same meaning within this Amendment.
1. The following language is added at the end of the Agreement as new Section 21.0.
21.0. OCÉ TC4 SCANNER EQUIPMENT WARRANTY AND MAINTENANCE EXCLUSIONS a. The following consumable items for the Océ TC4 Scanner are excluded from the warranty set forth in Section 9.0 of the Agreement:
Consumable Item Item Number
Lamp 1060023824
Glass Plate 2954987
Reference Plate 1060010241
Ref Plate Thick Original 1060050272
44” Basic Calibration Sheet 1060021389
b. The following consumable parts for the Océ TC4 Scanner are excluded from the Maintenance terms set forth in Section
14.0 of the Agreement:
Consumable Part Part Number
Lamp 1060023824
Glass Plate 2954987
Reference Plate 1060010241
Ref Plate Thick Original 1060050272
44” Basic Calibration Sheet 1060021389
Except as contained herein, the terms and conditions of the Agreement shall remain in full force and effect. This Amendment will not commence and will not be binding on the parties until accepted by CSA.
Customer Authorized Signature CSA Authorized Signature
Company Name: Date:
Authorized Signature: Accepted by:
Name (print): Name (print):
Title: Date: Title: