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reliability specifications. Meters have been reset to zero."Used"means Equipment that has been maintained under CSA's authorized technical standards. Usl 8.D.b I
<br /> is offered without warranty.
<br /> 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 cam—
<br /> beyond CSA's reasonable control. Customer is responsible for freight,delivery and rigging charges unless otherwise agreed. Notwithstanding any other provision hen
<br /> and in addition to Service Charges,CSA may assess a fuel surcharge("Fuel Surcharge")to offset increase in fuel expenses. Risk of loss shall pass to Customer up
<br /> 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 pron
<br /> 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 injt
<br /> 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 t
<br /> Equipment purchase price.
<br /> 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 g
<br /> organization,or discontinuance of its place or places of business. Prior to payment being made in full,Customer shall not move the Products from the Installation S O
<br /> without first obtaining prior written consent from CSA.Title to Products(except with respect to Software)shall pass to Customer upon payment in full. CSA shall retail O
<br /> first priority security interest in the Products and all proceeds therefrom until all purchase payments due CSA have been made. As security for the payment of all amour V
<br /> due to CSA,Customer hereby grants to CSA a purchase money security interest in the Products and all proceeds thereof(including insurance proceeds). To the extt 0
<br /> pennitted by applicable law,Customer hereby authorizes CSA to file with the appropriate governmental authorities any and all financing statements necessary to eviden w
<br /> or perfect CSA's security interest in the Products including attachments,replacements,substitutions,modifications and additions thereto. Customer agrees to reimbu: O
<br /> CSA upon demand for all costs incurred in connection therewith. Customer represents and warrants that any trade-in equipment is free and clear of all liens a N
<br /> 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 frei€
<br /> charges and trade-in equipment shall be packed in accordance with the manufacturer's specifications. `
<br /> 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)do 0-
<br /> 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 Installati
<br /> 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 delive to
<br /> including providing adequate power,analog phone line(s)and computers and/or network connection(s)(if required for the unit of Equipment),lighting,humidity.HVA
<br /> and security. Installation services may be provided by an independent contractor at CSA's discretion. Installation services include uncrating,unpacking,connection
<br /> peripherals, power, communication and other utilities, and rendering the Equipment or Software ready for use. All site preparation, including electrical wiring, C
<br /> conditioning and necessary permits or approvals, is Customer's responsibility. Unless otherwise specified in the Cover Sheet and/or Customer Agreement Addendu
<br /> Customer operator training is available from CSA at its training rate in effect at the time of such training pursuant to Section 24.0.Customer must complete a CSA s
<br /> 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 tl
<br /> information,CSA will either proceed with the installation,or advise Customer of potential problems that may limit functionality. If such survey has been completed a to
<br /> delivered to CSA,or if there are any changes to Customer's computer network or software,any attempts by CSA to remedy such problems will be at its standard chart <
<br /> then in effect,and CSA makes no representation or warranty that it can remedy such problems `)
<br /> E
<br /> 7.0 PAYMENT AND TAXES.Payment of the purchase price and other charges is due thirty(30)days from the date invoiced. Service Charges are billed for full mot 2,
<br /> 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,
<br /> 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 a
<br /> component thereof,supplies and other materials,by a maximum of fifteen percent(15%). Customer shall pay on demand a late fee equal to the lesser of 1.5%per month y
<br /> the maximum rate pennitted 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 off. 2
<br /> of CSA set forth above,or at any other place designated by CSA. Customer shall pay or reimburse CSA for all costs of collection(including reasonable attorneys'fe .0
<br /> 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 otl
<br /> 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 O
<br /> a
<br /> taxes based upon CSA's net income). r
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<br /> 8.0 DEFAULT AND REMEDIES. ttf
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<br /> a. Any of the following shall constitute a default by Customer("Default"):
<br /> (i) failure to pay any amounts when due and such failure remains unremedied for ten(10)days from the due date;or, v
<br /> (ii) failure to comply with any provisions or perfonn any of its obligations arising under this Agreement or under any other documents or
<br /> agreements relating to this Agreement,and such failure remains unremedied by Customer for a period of twenty(20)days. w
<br /> b. Upon Default,CSA may exercise any one or more of the following remedies(which remedies shall be cumulative): N
<br /> (i) terminate this Agreement and/or any applicable Schedule;
<br /> (ii) declare all amounts due from Customer immediately due and payable in full;
<br /> (iii) secure peaceable repossession and removal of the Products by CSA or its agent without judicial process and sell or lease at such place as CSA m d
<br /> d
<br /> deem advisable and CSA may be the purchaser at any such sale; C
<br /> (iv) require Customer to pay all expenses,including reasonable attorney fees and costs,in connection with the retaking,refurbishing, selling or th. O)
<br /> like of the Products;
<br /> W
<br /> (v) exercise any other right or remedy available to it under the Uniform Commercial Code or any other applicable law or proceed by __
<br /> appropriate court action to enforce this Agreement or recover damages for breach thereof. To the extent permitted by applicable 0
<br /> law,Customer waives all rights it may have to limit or modify any of CSA's rights and remedies under this Agreement,including but to
<br /> not limited to,any right to require CSA to dispose of the Products or otherwise mitigate its damages.
<br /> a
<br /> 9.0 WARRANTY.CSA warrants that on completion of Installation,Equipment will be(i)in material conformance with the manufacturer's published specifications,(
<br /> 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 >,
<br /> repaired or replaced at the option of CSA. All parts replaced under this warranty shall become the property of CSA. If a warranty period is marked on the Cover She
<br /> then warranty shall continue from Installation for the period set forth on the Cover Sheet. Customer's sole and exclusive remedy for breach of the foregoing warranty sh U
<br /> be to reject the Equipment and cancel the affected Equipment Schedule. In no event shall a breach of this warranty give rise to a claim for damages against CSA.CS! C
<br /> 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 warrar @1
<br /> set forth herein applies only to New/Newly Manufactured,Factory Produced New Models,Remanufactured or Refurbished Equipment and is conditioned upon Custon
<br /> giving prompt notice to CSA of any discovered defects.CSA is not obligated by this warranty to perform repairs or parts replacement for defects or damage resulting
<br /> 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)abu ,
<br /> willful misconduct,or negligence;(iv)the acts or omissions of Customer.The repair or replacement of expendable items(for example photoconductor drums,fuser rolle <
<br /> and inkjet print heads)are not covered by this warranty or Maintenance. The foregoing examples do not comprise a complete list and expendables may vary on differ(
<br /> products and CSA shall maintain the complete list of expendable items. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHI
<br /> WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILIT
<br /> NONINFRINGEMENT,AND FITNESS FOR A PARTICULAR PURPOSE. CSA provides no warranty for NOLI Products. For NOLI Products,Customer may recei
<br /> a warranty directly from such product or software vendor.
<br /> Customer Agreement Terms and Conditions Form#USA9500 rev 12/18/12
<br /> I Packet Pg.89 I
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