Acceptance Date means the date MX signs this Agreement or receives an official order from the Client;
Client means the client specified in this Agreement;
Client Damage means damage or disruption to the Equipment attributable to an act or omission of the Client, or following damage or disruption to Client Machinery or Client Facilities, for any reason;
Client Facilities means facilities needed to connect the Client Machinery to the Equipment and the MX Service including without limitation, electric power, cables and Internet connection; and
Client Machinery means machinery operated by the Client and monitored by the MX Service.
Commissioning Date means the date on which MX certifies the Equipment to be operational to deliver the MX Service;
Component Cost means the cost charged by MX for components and labour required to restore the Equipment to working order;
Component Failure means failure of a component of the Equipment for any reason other than Client Damage;
Data means data recorded by the Equipment and/or enhanced by the MX Service;
Initial Term means a term commencing on the Commissioning Date and continuing for the period specified in this Agreement;
MX means Motornostix (Pty) Limited;
MX Service means an Internet enabled condition monitoring service to monitor the machine health condition of Client Machinery;
Payment Period means the period of 30 days commencing on the Commissioning Date or any subsequent period of 30 days commencing immediately on the expiry of the last Payment Period, unless this Agreement specifies a different Payment Period;
Renewed Term means each period of 12 months commencing on the expiry of the Initial Term or the last Renewed Term as applicable;
Sample Data means data recorder by Equipment temporary applied to verify data quality
Service Charge means the charge for the MX Service specified in this Agreement, excluding any Government Charges;
Travel Cost means the costs of component delivery, travel disbursements, labour time consumed during travel, labour accommodation and meals;
Notwithstanding the Commissioning Date this Agreement becomes binding on MX and the Client from the Acceptance Date.
The following are typical machines that are included in the scope of condition monitoring through the use of the MX equipment and services:
· Fans and blowers
· Ball mills
· Gearboxes and gear assemblies together with their bearings
· Slow rotating machines down to 0.25rpm
· Compressed and vacuum pipelines - leaks
The Client must give MX reasonable access to Client Machinery and Client Facilities in order to allow MX to arrange the Installation Works and carry out repairs and maintenance to the Equipment.
a. The Client must pay to MX the Service Charge for each Payment Period on of before the last day of the relevant Payment Period.
a. MX may revise the Service Charge on the expiry of the Initial Term and each Renewed Term by written notice to the Client at least 60 days before the revised Service Charge becomes effective.
b. Component calculation:
Relevant market indicator as per Stats SA contribution to total adjustment:
· CPI: 100%
c. The Client must pay the revised Service Charge from the beginning of the first Renewed Term after the Service Charge is revised.
d. If the revised Service Charge is unacceptable to the Client, the Client may terminate this Agreement by written notice to MX at least 30 days before the revised Service Charge becomes effective.
7.3 Termination by MX
MX may terminate the MX Service and this Agreement at any time:
Termination under clause 8.2 is without prejudice to the rights of MX to recover any amounts due to MX under this Agreement
1. for any loss arising from the supply of or failure to supply the MX Service;
2. for any damage or interruption to the MX Service arising from or related to:
(i) an act or omission of the Client or any third party;
(ii) interoperability, access or interconnection of the MX Service or Equipment with the Internet; or
(iii) applications, equipment, services, content, networks, or Client Machinery provided by the Client or third parties; or;
3. for any indirect, incidental, consequential, special, exemplary or punitive damages arising under or in connection with this Agreement (regardless of form) even if such party has been advised of the possibility of such damages.
If any provision of this Agreement, or its application to any party, persons or circumstances, is invalid or unenforceable, then the remainder of this Agreement shall not be affected by the invalidity.
A variation of this Agreement is only effective if made in writing and executed by both parties.
10. New installations
a. All new installations will be done and managed by MX.
b. MX reserves the use of subcontractors for installation.
c. MX will schedule and confirm dates for installing of the equipment. Should the opportunity to do the installation be cancelled in less than 24 hours of the agreed time of the installation, shall the client be liable for the additional travel costs as a result of the cancellation or unavailability of the machine.
d. Site inspection will be done by Motornostix to verify installation complexity. In the case where the installation is found to be significantly different from the scope contained in previous correspondence, will a revised installation quote be provided by Motornostix for the specific installation prior to commencing with the installation.
e. In some cases is it necessary for Motornostix to perform sample data gathering prior to installations on certain of the machines during site inspections to verify data quality and “process noise”. This will be done to verify and improve the recommended installation configuration prior to installation.
f. Cost of scaffolding is excluded from the price and will be the client’s responsibility if required.
g. Cost of cabling, consumables, once off spares, subcontractors labour and system setup will be quoted per installation based on the standard rates
h. The first two months after installation of the system, will be mainly used to set up the system, alert levels and identifying of process related measures
i. The client is required to provide the following:
· Internet LAN access points for personnel to access the MX web application as well as e-mail for reporting and correspondence between MX and the client
· 220VAC or 24 VDC power supply to the Motornostix equipment which includes network power to the Canary® units and Scanner PC as well as any remote power supplies
· Lock-out access to the machine to perform the installation.
· On site assistance with the installation of Current Transformers
· Provide reasonable access for machine availability to the contractor.
· 220 VAC supply at the machine during the installation period for the use of power tools
a. MX undertakes to comply with all applicable safety and health regulations and legislation.
b. The client is responsible to inform MX and its employees of all process and equipment related risks in the area where installation, field service and on-site work will be performed.
c. All procedures that need to be complied with by MX shall be made available to MX in either hard or soft copy prior to commencement of work on site. Failure to do so on the part of the client that leads to additional time spend to perform work will be subject to additional travel cost
a. 12 months warrantee against equipment defects due to design, manufacturing or installation.
b. This will be at the discretion of Motornostix Field Service and Technical Product Support.
c. An extended warrantee at a value of 1.67% of the replacement value of the equipment per month is applicable with the outright purchase option from 12 months after the date of installation
a. MX Equipment, prepared and set up will be supplied on the first day of installation for the installation on the specific day.
b. Any spare components delivered to the client’s stores will be done in accordance to the client’s procedures and conditions.
a. The ownership of the Motornostix equipment lies with the client in the case of the outright purchase option and with MX in the case of the rental option.
b. The relevant owner shall take out the necessary insurance to protect the equipment on his premises in the case of an incident or accident.
c. The client will be responsible for the cost for replacement of the equipment and travel cost in the event of theft or any incident on site that leads to damage or loss of the equipment.
This document has precedence over any previous Motornostix documentation.