Document Solutions

1. Generally. These terms of sale apply to your purchase of products from Document Solutions, LLC, an Ohio limited liability company ( “Document Solutions”), through its website accessible through www.docsol.net (referred to as the “Site”). Document Solutions is an authorized Xerox sales agent and dealer of Xerox products. By placing an order through the Site, or by accepting delivery of such goods described on the applicable packing slip, bill of lading and/or invoice received with the goods, you agree to be bound by and accept these terms of sale. These terms of sale are subject to change by Document Solutions at any time, in its sole discretion. The latest version of the terms of sale will be posted on the Site, and you should review these terms of sale prior to making any purchase through this Site. IF YOU DO NOT AGREE TO THE TERMS OF SALE OF SALE, DO NOT PLACE ANY ORDERS THROUGH THE SITE.

2. Total Satisfaction Guarantee. If any Xerox Equipment ordered through the Site (“Equipment”) does not perform as specified or warranted, Document Solutions will, at your request, replace it without charge with an identical model or, at the option of Document Solutions, with a machine with comparable features and capabilities. This Guarantee will be effective throughout the three (3) years following the Installation Date, unless the Equipment is financed by Xerox for more than three (3) years, in which event it will be effective during the entire term of Xerox financing. This Guarantee is subject to the Basic Services provisions set forth below and applies only to Equipment which has been continuously maintained by Document Solutions, or its authorized representatives under a Xerox express warranty, or Document Solutions Maintenance plan, and is not applicable to Equipment damaged or destroyed due to a Force Majeure Event.

3. Prices. Any price quotations provided on the Site shall be valid for the period stated on the Site or in the quotation. If no time period is stated, then the price charged for an order will be the price in effect the day Document Solutions accepts your order. All prices are in United States Dollars. Prices do not include applicable taxes. Depending on your location or the shipping location, Document Solutions may be obligated to collect taxes on your purchase. Document Solutions is obligated to withhold sales tax for delivery to the State of Ohio, unless you provide a valid Ohio sales tax exemption certificate at the time you place your order. Except to the extent of the foregoing, you are responsible for paying all applicable federal, state, local and other taxes imposed upon the sale of the Products, or your use of the Products. We confirm the price of a product as part of our order processing procedures. In the unlikely event that a price stated on the Site is incorrect, then the following applies: If the correct price of the product is lower than our stated price, we charge the lower amount and ship you the product. If the correct price of the product is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation.

4. Products. The term “Products” shall refer collectively to the Equipment (including options and accessories), software and supplies ordered under this Agreement. You represent that the Products will not be used primarily for personal, household or family purposes. Equipment ordered under this Agreement will be one or more of the following: (a) “Newly Manufactured,” which means it has been factory produced to product operating specifications, and contains new, reprocessed and/or recovered parts that meet product specifications; (b) “Remanufactured,” which means it has been factory produced and disassembled to a Xerox predetermined standard, and contains new, reprocessed, and/or recovered parts that meet product specifications; (c) “Factory Produced New Model,” which means it has been marked as such for no more than three (3) years, has been newly serialized with new features and/or functions, has been disassembled to a Xerox predetermined standard, and contains new, reprocessed and/or recovered parts that meet product specifications; (d) “In-Place,” which means it has been installed on your premises pursuant to a Document Solutions Order Agreement for equipment rental at the time you enter into this Agreement; and (e) “Previously Installed,” which means it has been previously installed and operated.

5. Installation Date. The “Installation Date,” which governs when certain terms of sale become effective, is defined as follows: For Equipment installed by Document Solutions, the Installation Date will be the earlier of i) the date Document Solutions determines the Equipment to be operating satisfactorily as demonstrated by successful completion of diagnostic routines; or ii) upon your written request relative to purchased Equipment or leased Equipment, the delivery date of such Equipment. For Equipment designated as “Customer Installable,” the Installation Date will be the Equipment shipment date, except if otherwise specified on the applicable Price Lists or elsewhere in this Agreement. For changes to price plans or purchase of In-Place Equipment, the Installation Date will normally be the date this Agreement is entered into, except if software or hardware changes are necessary to effect proper billing, in which case the Installation Date will be the date those changes are complete. For Maintenance Services, the Installation Date will be the day following expiration of any express warranty period if this Agreement is entered into prior to such expiration. If this Agreement is entered into on or after such expiration, the Installation Date will be the date this Agreement is executed.

6. Security Interest. Document Solutions retains, and you hereby grant, a security interest in the Products. If you fail to make payments as agreed or otherwise default on your obligations under this Agreement, Document Solutions will be entitled to enforce its rights as a secured creditor under applicable law. You agree and warrant that except for the security interest granted to Document Solutions, you are the absolute owner of the goods purchased under this Agreement free and clear of all claims or encumbrances of any person and so long as you remain indebted to Document Solutions, you will not suffer or permit the creation of any security interest, mortgage, lien, claim, or other encumbrance of any kind senior to that granted to Document Solutions. You further agree that you will not sell, lease, transfer, or otherwise dispose of the Products without Document Solutions’ prior consent and will keep the Products adequately insured, naming Document Solutions as an additional insured or loss payee.

7. Credit History. You agree that Document Solutions may conduct an investigation of your credit history in connection with this Agreement. Document Solutions may at any time request, and you agree to promptly furnish, a copy of your latest audited or unaudited fiscal year-end financial statement. If such investigation or financial statement shows your credit standing or financial condition to be unsatisfactory and/or materially different from that represented by you, Document Solutions will have the right to terminate this Agreement, to demand immediate payment of any outstanding balance owed to Document Solutions by you under this Agreement, and to require you to return any Product(s) in your possession or under your control by notifying you in writing to such effect.

A. By Invoice. Invoices are payable upon receipt. A finance fee of 1.5% per month will be added to all past due amounts. There will be a $25.00 fee for all returned checks. If you fail to make payment of these amounts within five (5) days after they are due, Document Solutions will have the right to accelerate payment of any remaining balance owed by you to Document Solutions under this Agreement and to repossess and dispose of the Products as a secured creditor. You will remain liable for any deficiency.

B. By Credit Card. Unless otherwise indicated, if you elect to make payments by credit card, the purchase price of the Products will be billed in full and your credit card will be charged at the time you place your order. Document Solutions accepts Master Card, Visa, Discover and American Express. Credit card payments are subject to the approval of the financial institution issuing your credit card, and Document Solutions shall not be liable in any way if such financial institution refuses to accept or honor the credit card for any reason. You represent and warrant that the credit card information you supply is true, correct and complete. Current billing address and phone information must be included with every order. In the event your financial institution refuses to accept or honor your credit card for any reason, you agree that you are ultimately responsible for paying all of the charges you incur, together with interest on past due sums at the highest rate allowed by law.

9. Shipping. Shipping is available to addresses in the continental United States only. All shipping and handling charges are your responsibility, and will be determined by the contents of the order, the shipping method and total weight of the order, although a minimum shipping and handling charge of $5.00 will apply to all orders regardless of contents, method or weight. Certain items may be drop-shipped to you directly by Document Solutions’ suppliers. The method of shipment will be determined by Document Solutions or its suppliers, and will be F.O.B. shipping point, standard freight class, unless otherwise agreed to by Document Solutions. All risk of loss or damage in transit shall be borne by you and claims shall be made directly with the carrier.

10. Delivery, Relocation and Retrofits. You will be responsible for any unusual charges required for on-site delivery or removal. If Document Solutions is unable to deliver any Products through no fault on your part, your exclusive remedy shall be to terminate this Agreement under Paragraph 13. You must notify and obtain the consent of Document Solutions prior to relocating any Product as to which Document Solutions is providing services or support, or in which Document Solutions has a security interest. You will permit Document Solutions to install, at no cost to you and at no charge to Document Solutions, all equipment retrofits designated by Xerox as mandatory with respect to any Equipment subject to this Agreement.

A. Repairs and Parts. Document Solutions will make all necessary adjustments and repairs to keep the Equipment in good working order. Parts required for repair may be recovered or reprocessed, and replaced parts will become the property of Document Solutions, at its option.

B. Hours, Exclusions and Releases. Basic Services will be provided during Document Solutions’ established service availability hours and only within areas opened for repair service within the United States and its territories and possessions. Excluded from Basic Services are repairs caused other than by normal wear and tear or by any defects in material or workmanship. You will implement the most recent releases of operating system software to enable Document Solutions to properly maintain the Equipment.

C. Installation Site and Access. The Equipment installation site must at all times conform to Xerox published space, electrical, and environmental requirements. You will provide, at no charge to Xerox or Document Solutions, access to the Equipment and to telephone and adequate storage space for a reasonable quantity of replacement parts.

D. Alterations and Safety. If you make an alteration, attach a device, or utilize a supply item that in Document Solutions’ judgment increases the cost of Basic Services, Document Solutions will either propose an additional service charge, or request that the Equipment be returned to its standard configuration or that use of the supply item be discontinued. You must either accept the proposal or comply with the request within five (5) days. If Document Solutions believes that an alteration, attachment, or supply item will damage the Equipment or affects the safety of Document Solutions’ personnel or Equipment user, Document Solutions will notify you of the problem and may withhold Basic Services until the problem is remedied. In addition, if (without the consent of Document Solutions) you make an alteration, attach a device or utilize a supply item which damages the Equipment, the company will have no further obligation to provide Basic Services and the provisions of subparagraph E below are not applicable.

E. Remedy. If Document Solutions is unable to maintain Equipment in good working order under the conditions described above, Document Solutions will, as your exclusive remedy, replace the Equipment with either an identical product or another product that provides equal or greater capabilities, at the option of Document Solutions. If a replacement product is provided under this Paragraph, there will be no additional Equipment Charge, nor will there be an additional Basic Services charge for the remainder of the then current term of those Basic Services. If you originally purchased the Equipment, the replacement product will become your property, and the original Purchased Equipment will become Document Solutions’ property, free and clear of all liens, security interests or encumbrances other than those in favor of Document Solutions.

12. Warranty Disclaimer. Products not of Document Solutions’ manufacture are warranted only to the extent that they are warranted by the manufacturer thereof and there are no other express or implied warranties of any kind. WITH RESPECT TO THE PRODUCTS, THE COMPANY, NOT BEING THE MANUFACTURER, EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. The sole liability of Document Solutions by virtue of any warranty or guarantee made by Document Solutions is either, at Document Solutions’ option, to make the Products sold pursuant to this Agreement fulfill such warranty or guarantee, or to remove same at Document Solutions’ expense, refunding payments made thereon to the extent such warranty or guarantee has been breached.

13. Breach. Except as otherwise provided in this Agreement, if either party fails to cure a material breach within ten (10) days following a written notice of breach by the other party, the other party may upon written notice either (a) terminate this Agreement, or (b) suspend its performance under this Agreement and/or under any related Agreement.

14. Risk of Loss; Limitation of Liability. You will bear the risk of loss with respect to the Products immediately upon delivery to you, without regard to the time the Installation Date occurs. Document Solutions shall not be liable in any way for delay, nondelivery or default in shipment due to labor or trade disputes, inventory shortages, transportation difficulties, delays in receipt of material or components, fires, accidents and all other causes beyond the control of Document Solutions (“Force Majeure Events”), affecting Document Solutions and/or its suppliers. If Document Solutions, in its sole judgment, shall be prevented directly or indirectly on account of any Force Majeure Event from delivering the equipment or other Product(s) at the time specified in this Agreement or within thirty (30) days thereafter, Document Solutions shall have the right to terminate this Agreement by so notifying you in writing and refunding to you all sums then actually paid by you under this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER THE CLAIM ALLEGES TORTIOUS CONDUCT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY.

15. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner so as to be effective and valid under applicable law, but if any provision of this Agreement is prohibited by or invalid under such law, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

18. Arbitration. Any dispute, controversy or claim arising out of this Agreement shall be settled by final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party to the arbitration shall be responsible for his own arbitration and legal fees in connection with the arbitration. The appointing authority shall be the American Arbitration Association. The arbitration shall be heard and determined by one arbitrator. The place of arbitration shall be Columbus, Ohio, and the award shall be deemed an Ohio award; provided, however, Document Solutions may exercise its rights as a creditor to repossession and any party may seek temporary equitable relief until the matter can be arbitrated on the merits.

21. Consent to Venue. You consent and agree that the state or federal courts located in Columbus, Ohio shall have exclusive jurisdiction to hear and determine any claims or disputes between you and Document Solutions pertaining to this Agreement or to any matter arising out of or related to this Agreement or any of the related documents. You understand and expressly submit and consent in advance to such jurisdiction in any action or suit commenced in any such court, and hereby waive any objection which you may have based upon lack of personal jurisdiction, improper venue or forum non conveniens.

22. Entire Agreement. These terms of sale constitute the entire agreement and understanding between you and Document Solutions concerning the subject matter hereof and supersede all prior agreements and understandings between you and Document Solutions with respect thereto. These terms of sale may not be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for Products which are subject to additional or altered terms of sale shall be null and void, unless otherwise agreed to in a written agreement signed by you and Document Solutions. To the extent that anything in or associated with this Site is in conflict or inconsistent with these terms of sale, these terms of sale shall take precedence.