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Equipment Terms

These terms and conditions serve as a Master Agreement (the “Agreement”) between Hydration Labs, Inc. dba Bevi (“Bevi”) and the Customer (“Customer”) listed on an Order requesting to procure Bevi’s products, services, or both (“Order”). Bevi and Customer shall each be individually referred to as a “Party” and collectively as the “Parties”.  These terms may be updated by Bevi from time to time, and Customer’s continued use of a Bevi Machine, the Portal, or purchase of Consumables, constitutes acceptance of these terms.

Bevi has developed certain proprietary smart water and drink dispensing equipment (each, a “Bevi Machine”), and Bevi owns the entire right, title and interest in and to the hardware, software, firmware and all intellectual property rights incorporated therein and related thereto (together, “Bevi IP”), except for any open-source code or other licensed software or materials as may be applicable;

 

I. GENERAL TERMS AND CONDITIONS

The following terms are applicable for all Orders:

 

1. Control of Master Agreement

Customer may agree to these terms by placing an Order after receipt of these terms, clicking or writing “I agree” on any webpage, email or Order form, or by otherwise assenting to these terms.   

 

2. Order

 

(a) Placement. Customer may place an Order to Bevi, to either lease a Bevi Machine (“Lease”) or purchase a Bevi Machine (“Purchase”). Customer may combine the Lease or Purchase of multiple Bevi Machines in a single Order. Bevi may dictate the required mode, manner, and format of any Order placement.

 

(b) Required Specifications in an Order. Each Order shall specify a Service Option, as defined below, to identify whether Bevi will keep the Bevi Machines reasonably stocked with concentrates (“Concentrates”), CO2 and filters (collectively, the “Consumables”). If no Service Option is identified, then the Full Service Option will apply.

 

(c)Acceptance of an Order. Each Order is subject to this Agreement and is also subject to Bevi’s acceptance. If Bevi does not accept or reject an Order within 60 days, then the Order is deemed as rejected.

 

(d) Additional Terms. Each Leased Bevi Machine is subject to the Additional Terms and Conditions for Leased Bevi Machines, and each Purchased Bevi Machine is subject to the Additional Terms and Conditions for Purchased Bevi Machines.    

 

(e) Order Effective Date. Each Order is effective as of the effective date as detailed in the Order (“Order Effective Date”).

 

3. Installation, Relocation, Removal.

 

Bevi shall install each Bevi Machine at the location specified in the Order. Customer shall not relocate a Bevi Machine without Bevi’s prior consent. A Relocation Fee, the price of which is detailed in the Order, will apply for Bevi to i) move a Bevi Machine from one location to another location, even if such relocation is within the same building, or ii) completely remove a Bevi Machine from the Customer’s premise upon expiration or termination of the Lease Period or, for a Purchased Bevi Machine, the removal of the Bevi Machine upon Customer’s request (“Relocation Fee”). If an Order does not contain a Relocation Fee price, then such price shall be $500 per Bevi Machine.

 

4. Service Options

 

For each Bevi Machine in an Order, Customer shall choose from the Service Options below (each, a “Service Option”). If no option is selected, then the Full Service Option will apply. If a specifically requested Consumable is unavailable, then Bevi may use any available Consumable as a substitute.

 

(a) Full Service. Bevi will use commercially reasonable efforts to physically replenish a completely depleted Concentrate in a Bevi Machine: i) when any single Concentrate level is completely depleted for a period of 10 days, or ii) when any single Concentrate level is fully depleted and another Concentrate level in the same Bevi Machine is 90% depleted. During these visits, Bevi will also use commercially reasonable efforts to replenish any other fully depleted Consumable for that Bevi Machine and to conduct routine maintenance. Customer shall pay Bevi for the cost of each Consumable.

 

(b) Bevi Basic. Bevi will use commercially reasonable efforts to physically replenish each Bevi Machine’s depleted Consumables once every three months and to conduct routine maintenance of the Bevi Machine. Cost of Consumables is included.

(c) Self Service. Subject to Section 5, Customer is responsible for the ordering, replenishment, monitoring, and installation, of all Consumables. Customer shall purchase all Consumables from Bevi.

(d) Flat Pricing. Bevi will use commercially reasonable efforts to physically replenish a fully depleted Concentrate in a Bevi Machine: i) when any single Concentrate level is completely depleted for a period of 10 days, or ii) when any single Concentrate level is completely depleted and another Concentrate level in the same Bevi Machine is 90% depleted. During these visits, Bevi will also use commercially reasonable efforts to replenish any other fully depleted Consumable for that Bevi Machine and to conduct routine maintenance. Except for Bevi Machine Standup 2.0s, all Consumables are included in pricing. For Bevi Machine Standup 2.0, a limited amount of Concentrate is included per month, calculated based on the estimated number of daily average users for the Bevi Machine per month. If such number is less than 100, then Customer’s pricing includes the cost of the first 3 Concentrate containers replaced by Bevi in any single month. If such number is 100 or more, then Customer’s pricing includes the cost of the first 4 Concentrate containers replaced by Bevi in any single month. There is no carryover allowance. Customer shall pay all other costs for Consumables, including additional Concentrate usage.

 

5. Customer’s Service of Bevi Machines

Only upon Bevi’s consent and after receiving all necessary training from Bevi, may Customer replace Consumables in a Bevi Machine or otherwise perform service on a Bevi Machine. Customer is exclusively liable for its actions in replacing Consumables, and any resulting damage from such actions.

 

6. Customer’s Consumable Usage

Customer and its designees, agents, or its affiliates, employees, representatives, officers, directors, designees, agents, any third parties obtaining a Bevi Machine or Consumables from Customer (together, “Representatives”) shall only use Bevi approved Consumables in each Bevi Machine.

 

7. Payment
Customer agrees to the following payment terms:

 

(a) Invoices. Bevi will provide Customer with monthly invoices for applicable fees incurred, as stated herein and in an Order.

 

(b) Required Payments. Customer shall pay each invoice within 30 days of issuance.

 

(c) Taxes. Customer shall pay all taxes (except taxes upon the “net income” of Bevi) that may be imposed because of this Agreement or an Order.

 

(d) Interest. All amounts owed to Bevi and not paid when due, will incur the lesser of i) 5% interest or the maximum interest rate allowable by law. All interest will be compounded monthly.

 

(e) Nonrefundable and No Set Off. All payments provided to Bevi are non-refundable. Customer may not set off any payment obligations.

 

8. Installation Site and Bevi Machine Requirements

Customer warrants that the installation site shall meet the following specifications for as long as the Bevi Machine is present on the premises:

 

(a) Internet Connectivity and the Bevi Portal

Bevi’s ability to replenish and maintain a Bevi Machine is dependent upon a constant internet connection and connection to the Bevi Portal. Customer is responsible to ensure the following conditions:

 

i. Required Connection to the Bevi Portal. During installation, Bevi shall establish connection to Bevi’s online Portal, which uses Wi-fi or cellular for internet connectivity (the “Bevi Portal”). Thereafter, while Bevi may reconnect a lost connection upon a site visit to Customer’s location, Customer shall immediately inform Bevi of any warning on the Bevi Machine, including those pertaining to loss of connection to the Bevi Portal.

ii. Internet Connectivity. Customer shall ensure that the Bevi Machine has a constant connection to internet through Wi-Fi internet connectivity, which shall be provided by Customer without charge. Customer shall immediately update Bevi with any change to the internet parameters.

iii. Cellular Option as an Alternative to Wi-Fi. Alternatively, to providing a Wi-Fi connection, Partner may pay Bevi for cellular connectivity for each Bevi Machine that will not have access to internet connectivity (“Cellular Option).

 

(b) Waterlines

Customer is exclusively responsible for the condition and maintenance of waterlines and the supply of water to a Bevi Machine. Customer warrants that each waterline to which a Bevi Machine is connected is not damaged or decayed, and is in good working condition. Customer also warrants that the water it supplies to each Bevi Machine is potable for human consumption. Furthermore, Customer warrants that the waterlines meet Bevi’s specifications, as detailed here, which may be updated by Bevi from time to time.

 

9. Access

Bevi shall have the right to conduct visits to a Bevi Machine during normal business hours. Bevi’s ability to fulfill its obligations herein is contingent upon its ability to access each Bevi Machine. Customer releases Bevi from all liability pertaining to each Bevi Machine that Bevi is unable to access, whether physically, including time-based restrictions, or remotely, including lack of internet connection. If Bevi is dispatched to Customer’s location, but is unable to access the Bevi Machine due to Customer’s fault or Customer’s failure to adhere to a Customer obligation, representation or warranty, then, at Bevi’s option and in addition to all other remedies available, Bevi shall charge Customer $500.

 

10. Term

The term of this Agreement shall be effective as of the Order Effective Date of Customer’s first Order and shall expire upon the later of i) a period of 3 years or ii) the expiration or termination of each Order containing, a Lease, Full Service Option, Bevi Basic Service Option, or Cellular Option.

 

11. Conformance to Applicable Laws and Standards

Customer shall exercise due care in its operation, use and maintenance of each Bevi Machine. Customer shall only allow a Bevi Machine to be used in accordance with applicable laws and Bevi’s operational standards, waterline specifications, user documentation, directions, guidance, or end user license agreements, any of which may be updated by Bevi at any time (together, the “Documentation”).

 

12. Default; Remedies

A Party’s breach of this Agreement and failure to cure within 30 days after receiving written notice, shall be deemed a default (each, a “Default”). Upon Default, the non-defaulting Party may terminate this Agreement by providing ten days prior written notice to the defaulting Party. The non-defaulting Party may pursue any other remedy subject to this Agreement and available at law or in equity.

 

13. Allowable Downtime

Bevi may suspend service of any type, or any function of a Bevi Machine, in the event of Customer’s breach, for a reasonable amount of time necessary for routine maintenance, or for health and safety purposes. All fees will continue to be due and payable. No refund is allowed under such circumstances.

 

14. Limitation of Liability

IN NO EVENT SHALL BEVI OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. FURTHERMORE, BEVI’S TOTAL LIABILITY SHALL BE CAPPED AT THE AMOUNT OF MONEY PAID BY CUSTOMER TO BEVI IN THE 12 MONTH PERIOD PRECEDING THE CLAIM. CUSTOMER’S SOLE REMEDY FOR BREACH OF A WARRANTY IS A CREDIT OF THE APPLICABLE CHARGES TOWARDS A FUTURE INVOICE. FURTHERMORE, BEVI SHALL NOT INCUR ANY LIABILITY FOR DAMAGES RELATED TO THE FOLLOWING DISCLAIMED EVENTS (EACH, A “DISCLAIMED EVENT”):

 

(a) A NON-CONNECTED MACHINE. A BEVI MACHINE THAT IS NOT CONNECTED TO THE BEVI PORTAL;

(b) NON BEVI APPROVED PARTS OR CONSUMABLES. A BEVI MACHINE CONTAINING NON-BEVI APPROVED PARTS OR CONSUMABLES;

(c) POOR QUALITY OF WATER SUPPLY. THE SUPPLY OF POOR QUALITY OF WATER BETWEEN CUSTOMER’S WATER SUPPLY AND A BEVI MACHINE;

(d) SERVICES NOT PERFORMED BY BEVI. DAMAGE OR INJURY OF ANY KIND ASSOCIATED WITH A SERVICE THAT WAS NOT PERFORMED BY BEVI PERSONNEL, INCLUDING THE INSTALLATION OF A WATERLINE, A BEVI MACHINE, OR CONSUMABLE.

(e) FAILURE TO ACT. CUSTOMER’S FAILURE TO ADHERE TO THE DOCUMENTATION OR TO PROVIDE BEVI WITH PHYSICAL OR REMOTE ACCESS TO A BEVI MACHINE UPON REQUEST; OR

(f) BREACH. CUSTOMER’S BREACH OF AN OBLIGATION, REPRESENTATION, OR WARRANTY CONTAINED WITHIN THIS AGREEMENT, OR OTHER FORM OF MISINFORMATION PROVIDED BY CUSTOMER.

 

15. Indemnification
Except to the extent of the other Party’s negligence, each Party shall indemnify the other as follows:

 

(a) By Customer. Customer shall defend, indemnify and hold Bevi and Bevi’s affiliates, employees, representatives, officers, directors, designees and agents harmless from each claim, lawsuit, cause of action or damage arising out of, relating to, or enhanced by: (i) injuries to a person or damage to property, including theft, resulting from Customer’s or its Representative’s act or omission; (ii) injuries to a person or damage to property resulting from use or operation of a Bevi Machine (iii) claims by Customer or its Representative’s for injuries or damages under workmen’s compensation laws; (iv) Customer’s or its Representative’s unauthorized use of a Bevi Machine or Bevi IP including, but not limited to, Bevi’s confidential information, hardware, software, firmware or other intellectual property rights, or (v) a Disclaimed Event

 

(b) By Bevi. Bevi shall defend, indemnify and hold Customer and its Representatives harmless from any third party claim, lawsuit, cause of action or damage arising out of or relating to: (i) Bevi’s negligence, while on Customer’s premises, that cause injuries to a person or damage to property; or (ii) injuries to a person or damage to property resulting from use or operation of a Bevi Machine, but only to the extent of Bevi’s or its representative’s negligent acts or omissions.

 

16. DISCLAIMER OF WARRANTIES
THE OCCURANCE OF A DISCLAIMED EVENT SHALL VOID ANY APPLICABLE WARRANTY CONTAINED HEREIN. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT: BEVI IS PROVIDING EACH BEVI MACHINE AND SERVICES TO CUSTOMER ON AN “AS IS” BASIS, AND UNLESS AN ORDER SPECIFIES THAT BEVI IS PROVIDING A “NEW” BEVI MACHINE, BEVI MAY PROVIDE A REFURBISHED, LIKE NEW, OR SIMILAR TYPE OF MACHINE OR PART SUBJECT TO AN ORDER. BEVI MAY USE REFURBISHED PARTS OR REFURBISHED BEVI MACHINES TO FULFILL ITS WARRANTY OBLIGATIONS. BEVI MAKES NO REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS, IMPLIED OR STATUTORY TYPES. IN PARTICULAR, BEVI EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND COVENANTS OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BEVI DISCLAIMS ALL WARRANTIES, UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT.

 

17. No Modifications to a Bevi Machine or Consumable
Customer shall not deface, modify, de-compile, reverse engineer, or perform any similar type of operation on a Bevi Machine (including its branding, software and hardware), or on any Consumable.

 

18. Intellectual Property Rights
No title to or ownership of Bevi IP, or other forms of intellectual property is transferred to Customer. Bevi and its licensors own and retain all rights, title, and interest to all intellectual property rights in a Bevi Machine, Bevi IP, Consumables, all Documentation, and each of their modifications and derivative works. Customer agrees to i) assign (and does assign) all such modifications and derivative works to Bevi, ii) assist Bevi to further evidence and perfect such assignments, and iii) obtain, enforce, and defend any rights assigned. Bevi does not transfer any portion of such right, title or ownership, or any associated goodwill, to Customer. Bevi grants to Customer a non-exclusive, non-transferrable, royalty free license to Bevi IP that is necessary to use a Bevi Machine. This Agreement shall not be construed to grant Customer or its Representatives a right or license, except as expressly provided herein.

 

 

19. Confidential Information.

Each Party’s obligations pertaining to Confidential Information is as follows:

(a) Definition of Confidential Information. “Confidential Information” means any and all technical, business, client or proprietary information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), directly or indirectly, including, but not limited to, information regarding the Disclosing Party’s business strategies and practices, pricing, methodologies, trade secrets, know-how, technology, software, product plans, services, relationships with any third party, client lists and information regarding the Disclosing Party’s employees, clients, vendors, consultants and affiliates.

(b) Exemption of Confidential Information. Confidential Information does not include any portion of information which the Receiving Party can demonstrate by documented evidence is: (i) available by publication, commercial use or otherwise through no fault of the Receiving Party; (ii) known and has been reduced to tangible form by the Receiving Party at the time of disclosure by the Disclosing Party and is not subject to restriction; (iii) independently developed by the Receiving Party without access to or benefit from Confidential Information; (iv) lawfully obtained by the Receiving Party from a third party who has the right to make such disclosure to the Receiving Party; or (v) released, in writing, for public disclosure by Disclosing Party.

(c) Obligations. Each Receiving Party shall: (i) treat the Confidential Information as confidential, (ii) not use or disclose the Confidential Information received, except as expressly stated herein or otherwise authorized in writing by Disclosing Party, (iii) implement reasonable procedures to prohibit the unauthorized use, disclosure, duplication or misuse of Confidential Information and (iv) not disclose such Confidential Information to any third party except as shall be necessary by law and required in connection with the rights and obligations of such Party under this Agreement, and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the foregoing, each Party shall use at least the same procedures and degree of care which it uses to prevent the disclosure of its own confidential information, but in no event less than reasonable care. Except as expressly authorized in this Agreement, neither Party shall copy Confidential Information of the other Party without the Disclosing Party’s prior written consent. Customer shall not use Bevi’s Confidential Information, or any product sold by Bevi, to develop or create any material that contains features or functionality that are like that of a Bevi Machine, Consumable, Bevi IP, or Confidential Information.

(d) Exceptions to Obligations. The Receiving Party shall have the right to disclose Confidential Information of the other Party only pursuant to the order or requirement of a court or other governmental body, provided that the Receiving Party provides prompt, advance written notice to enable the Disclosing Party to seek a protective order or otherwise prevent such disclosure. In the event such a protective order is not obtained by the Disclosing Party, the Receiving Party shall disclose only that portion of the Confidential Information which its legal counsel advises that it is legally required to disclose. Confidential Information so disclosed shall continue to be deemed Confidential Information.

(e) Relief. If a Party breaches its confidentiality obligations, pursuant to this Agreement, the other Party is entitled to obtain equitable and injunctive relief in addition to all other remedies that may be available to protect its interest.
Return or Destruction of Confidential Information. Upon the Disclosing Party’s written request and option, the Receiving Party shall promptly return or destroy and certify such destruction, all tangible copies of the Disclosing Party’s Confidential Information.

 

(f) Return or Destruction of Confidential Information. Upon the Disclosing Party’s written request and option, the Receiving Party shall promptly return or destroy and certify such destruction, all tangible copies of the Disclosing Party’s Confidential Information.

 

20. Insurance
Each Party shall maintain insurance against loss, theft, damage, or destruction of a Bevi Machine, in an amount necessary to replace each Bevi Machine on an Order. Each Party shall also provide and maintain comprehensive general all-risk liability insurance, including, product liability coverage against all loss or liability for damages either to persons or property or otherwise, which might result from or happen in connection with the condition, use or operation of a Bevi Machine.

 

21. Responsibility for Customer’s Representatives
Customer shall prohibit its Representatives from taking any action which is or would be prohibited by Customer under this Agreement, and Customer is responsible for each Representative’s compliance. Customer shall take any action necessary to ensure compliance with this Section. Bevi shall be named and considered as a third-party beneficiary in Customer’s third-party agreements to effectuate this Section

 

22. Notification of Damages or Other Issues
Customer shall inform Bevi within 24 hours upon learning of any damage to or issue with a Bevi Machine or Consumable.

 

23. Recalls
Customer shall fully cooperate with Bevi in connection with a recall, withdrawal, or other safety matter (each a “Recall”), including, by providing: (i) written acknowledgement of the Recall within twelve (12) hours of notification; (ii) immediate implementation of and prompt written confirmation that all Recall-related processes set by Bevi have been completed; (iii) timely submittal of all Recall-related documentation as reasonably requested by Bevi; and (iv) Bevi with reasonable access to the Equipment.

 

24. Enforceability
Notwithstanding any provision herein, Customer shall pay, or at Bevi’s option, reimburse Bevi, for all costs incurred, including court costs, collections costs, and attorney’s fees, for Bevi to enforce any right or provision herein.

 

25. Marketing.
Bevi may use Customer’s name and logo in its marketing material and publicly name Customer as a customer of Bevi, provided that Bevi complies with all branding guidelines provided directly by Customer to Bevi in writing. Furthermore, Bevi may photograph and video its installation work of a Bevi Machine on Customer’s premises for use in Bevi’s marketing material.

 

26. Prior Orders; Novation
The terms in this Agreement control and supersede the Parties’ prior agreements and apply to each of Customer’s existing orders, and to each existing Bevi Machine ordered.

 

27. Miscellaneous Provisions

 

(a) Entire Agreement; Amendment. This Agreement (including each Order) is intended by the Parties as the final, complete, and exclusive statement of terms. This Agreement cancels, supersedes and revokes all prior negotiations, representations and agreements between the Parties relating to the subject matter of this Agreement. These terms and conditions of any other agreement related to the contents herein are not binding upon Bevi regardless of what the other agreement states to the contrary. This Agreement may be amended by Bevi, in its sole discretion from time to time, or by a written amendment signed by the Parties. Customer’s continued use of a Bevi Machine constitutes acceptance of any updated terms. Conflicting terms of Customer’s purchase order or similar document are not binding, and this Agreement, together with the Order, takes priority and governs. Notwithstanding, if there is a conflict between this Agreement and an Order, then the Order shall take priority only if the Order’s conflicting term explicitly refers to this Agreement.

(b) Assignment. Customer shall not assign any part of this Agreement without written consent.

(c) Force Majeure. Neither Party is responsible for any delays or failure to perform any obligation under this Agreement (except for payment obligations) due to acts of God, strikes or other disturbances, including, war, severe weather emergencies, insurrection, embargoes, governmental restrictions, acts of governments or governmental authorities, supply chain shortages, global health emergencies or the like, and any other cause beyond the control of such Party. During an event of force majeure, except for payment obligations, each Party’s duty to perform the impacted obligations shall be suspended.

(d) Governing Law; Consent to Jurisdiction. This Agreement is governed by the laws of the Commonwealth of Massachusetts. The state or federal courts in Boston, Massachusetts have exclusive jurisdiction and venue for a dispute related to this Agreement. Parties accept service of process by mail and waive any jurisdictional or venue defenses otherwise available.

(e) Independent Contractor. The Parties are independent contractors, and have no other legal relationship, including joint venturers, or employees. Neither Party has the right or power to bind the other and any attempt to enter into an agreement in violation of this Section is void.

(f) Notices. All notices shall be in writing and shall be delivered personally, or by a recognized overnight courier service or by United States mail, first-class, certified or registered, postage prepaid, return receipt requests, to the other Party at its address set forth herein. Notwithstanding, Bevi may provide notice to Customer via email at an email address specified on any Order or that was associated with signing any Order, an online account, or any other email address through which Customer routinely communicates to Bevi. Notwithstanding, Customer shall update Bevi with any changes to the proper email address for sending notices. To the extent allowable, Customer waives any other required service of process.

(g) Severability. If a provision of this Agreement or its application is held unenforceable, the remainder of the clause and this Agreement will remain valid, in full force and effect. To the extent possible, the voided provision will be interpreted to reflect its original intent.

(h) Non-Waiver of Defaults. A delay or omission by either Party in exercising any right is not a waiver. A waiver or discharge is only valid unless signed by the Party against whom it is sought to be enforced, and shall not waive any succeeding breach.

(i) Section Headings. All section headings are for convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement.

(j) Designees. Bevi may use designees or subcontractors to carry out its obligations under this Agreement.

(k) Survival. The Parties agree that their respective rights, obligations, and duties which by their nature extend beyond the termination of this Agreement will survive termination.

 

II. ADDITIONAL TERMS AND CONDITIONS FOR A LEASED BEVI MACHINE

 

The following terms are also applicable for each Leased Bevi Machine and the associated Order:

 

1. Consent to Lease
Bevi shall lease to Customer each applicable Bevi Machine identified as being leased on an Order.

 

2. Warranty Provisions for a Leased Bevi Machine.
Provided that Customer is not in breach of this Agreement and that a Disclaimed Event has not occurred Bevi warrants that the services performed shall be of professional and workmanlike quality and the Bevi Machine, when used in accordance with the Documentation, shall substantially comply with the standard specifications for the Bevi Machine during the Lease Period. In the event a Bevi Machine fails to perform accordingly during the Lease Period, then, at Bevi’s option, Bevi shall either repair or replace the Bevi Machine.

 

3. Title, Ownership, and Security Interest of a Leased Bevi Machine.
No title to or ownership of the Bevi Machine or any software or hardware incorporated is transferred to Customer or to its Representatives under this Agreement. Customer shall not assert any ownership interest in a Bevi Machine, or permit others to assert a security or other interest in the Bevi Machine. Customer shall ensure that the Bevi Machine is always identified as being owned by Bevi.

 

4. Lease Period.
The lease period for each leased Bevi Machine commences on the date of installation and continues for the term set forth on the Order (the “Lease Period”). The lease will continuously and automatically be renewed for the duration of the Order’s renewal term, unless a Party informs the other Party in writing of its desire not to renew it no less than 30 days before the end of the then-current Lease Period.

 

5. Required Payments for a Leased Bevi Machine.
In addition to any other payments required in an Order, and unless otherwise expressly noted on an Order, Customer shall pay the following:

 

(a) Monthly Rental Fees. Monthly Rental fees per Bevi Machine, as stated on the Order (“Monthly Rental Fees”).

(b) Installation Fees. Installation fees per Bevi Machine, as stated on the Order (“Installation Fees”).

(c) Relocation Fees. The Relocation Fee as detailed herein.

 

6. Return of a Leased Bevi Machine.
Upon expiration or termination of a Lease, Bevi shall remove each applicable Bevi Machine. Unless Bevi Defaults, Customer shall pay the Monthly Rental Fees due for the remaining duration of the Lease Period, the Relocation Fee, and for any other fees that were incurred or become due. Additionally, Customer shall pay Bevi for damage, excluding normal wear and tear to a Bevi Machine.

 

III. ADDITIONAL TERMS AND CONDITIONS FOR PURCHASED BEVI MACHINES

The following terms are applicable for each Purchased Bevi Machine and the associated Order:

 

1. Payment for a Purchased Bevi Machine.

Customer shall pay Bevi the purchase price for each Bevi Machine purchased as set forth on the Order (“Purchase Price”). Additionally, Customer shall pay the following amounts as stated in an Order:

(a) Installation Fees. Installation fees per Bevi Machine, as stated on the Order (“Installation Fees”).

(b) Relocation Fees. The Relocation Fee as detailed herein.

 

2. Warranties.
Provided that Customer is not in breach of this Agreement and that a Disclaimed Event has not occurred, Bevi warrants that a Bevi Machine, when used in accordance with the Documentation, will substantially comply with the standard specifications for a Bevi Machine for a period of one year from the date of delivery (“Warranty Period”). In the event a Bevi Machine fails to perform accordingly during the Warranty Period, then, at Bevi’s option, Bevi shall either repair or replace the Bevi Machine to meet specifications.

 

 

 

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