HomeMy WebLinkAbout972125.tiff f e4
- Oce-USA, Inc. <: m
❑ Ode-Office Systems ❑ Oce-Engineering Systems LSO900➢certified
Order Type:Term Rental ❑ Term Lease ❑ Master Frequent Copy Rental ❑ Equipment Rental ❑ Equipment Purchase ❑ Maintenance ❑ Software License
'❑ Other MFCR ❑ Amendment 11471
Schedule Number .. Agreement Number _
CUSTOMER'S BILLING ADORE5/N// T/J // 1{��_'/ // 3. CUSTOMER'S INSTALLATION ADDRESS
CUSTOMER NAME 1vV��Y `w� Coc CUSTOMER NAME
CUSTOMER CONTACT J••if• �K 1 at yK,� I 0 CUSTOMER CONTACT _
PHONE 770-- 3 5 3 3 8 ro EXT. PHONE ONESS EXT.
ADDRESS /Lfi� e(V`�4/ /7 e9 I
CITY atcf "��/ STATE eO ZIP got3/ CITY STATE ZIP
Y COUNTY
S. Product/Equipment Description S/W QTY. f- Unit Extended Trade-in Installation Total
(include serial numbers and meter counts when re•uired) Lic. Price Price Adjustment Delivery Net Price
ecri
aoc6 7j 336" 5 7'fl 4 /kik
C.
D.
5. Trade In Equipment 5. Pre-pack
W/P: Manufacturer:
Excess Rigging
Requested Delivery Date: Model/Serial:
(Exclusive of
Sales/Use Tax&
Maintenance Total
'. Pre-packAnitial Supply Order ta.Term Rental,Term Lease,or Master Frequent Copy Rental Information
Carton Toner: QTY. @$ /ctn Agreement Term 0 36 Mo. 0 48 Mo.yi„..60 Mo. ❑ Other ?Zf/f Tj�i
OS Only: Box Staples QTY. U$ /ctn Minimum Payment Cost Per Copy $
C. Purchase Order Information: Purchase Option FNt✓ /�
(Purchase orders are for Elllinq purpose only) l � D /f/— P� �� Payment Mo. 1 to `Q $ 4104 IdV\lad*
Customer Requires Purchase Order ❑ Yes NI No $ l 1
Equipment# Payment Mo. to $
Payment Mo. to $
Maintenance#
1. Billing Frequency 12. Copy Allowance
Other# &eve , •E 252Aker ❑ Copies
Tax Exempt CI No J eS Minimum Payment ❑ Annual ❑ Quarterly PAonthly ...-1p ID O
(/.• ❑ Units
Copy Allowance nnual ❑ Quarterly ❑ Monthly ❑ Sq.Ft.
Certificate Attached �A " near Ft.
Equipment Maintenance,Rental or Software Agreement Information Excess Meter Chat g
13. Specific Service Service Minimum Service 14. Optional Service Minimum Service Additional $ 's eci 5
Plan Zone Charge Coverage Charge Fees Copies will be billed separately
A Way 3 $ $ $ 15. Supplies Metered ❑Yes❑No
B.
$ $ $ to. K-16 Summer Maintenance Option(OS only)
C. $ $ $ ❑ Yes ❑ No
D. $ $ $ Which Month's?(circle) Jun. Jul. Aug.
Acceptance
Customer signature acknowledges receipt offri
(#)documents(see Yes boxes filled in below)which are incorporated into this document by reference.
Dated Yes No Dated Yes No
Common Terms and Conditions 2/03/97 ❑ Software License Terms and Conditions 2/03/97 ❑ ❑
Equipment Purchase Terms and Conditions 2/03/97 ❑ Equipment Trade-I/n.greement Ll ' ❑
Maintenance Service Terms and Conditions 2/03/97 0 ElOther CO (° "26( g ❑
Term Rental Terms and Conditions 2/03/97 le—‘, ❑ Other ❑ ❑
Term Lease Terms and Conditions 2/03/97 ❑ ❑ Other ❑ ❑
Master Frequent Copy Rental Terms and Conditions 2/03/97 ❑ ❑ Other ❑ ❑
Rental Terms and Conditions 2/03/97 ❑ ❑ Other ❑ ❑
Customer Octi-USA,Inc. ///7
Customers Signature Y[J7Z cr ��� Sales Acknowledgement/r/ —_
Name(Print Please) GI e(YYZeP
//C.2. i3 CIA' /I- Oct-USA,Inc.Acceptance Signature R.W. LARSO l �,�•yL_
-'
4 . wt Au_ Date `L //d/ / /O ((// p7 Title Date
� ASST. TREASURER 11/24/97 (%
f
CONSENT AGENDA MS AND ONDITIONS NOTED ABOVE,WHICH CUSTOMER ACKNOWLEDGES HE HAS READ,SUPERSEDE ANY CR0014
09/08/97 OR ORAL AGREEMENTS,INCLUDING ANY TERMS IN THE CUSTOMERS PURCHASE ORDER OR OTHER CONTRACT DOCUMENTS. 972125
09/05/97 11:16 FAX 13037415217 OCE - DENVER lJ002
Acquisition
TRADE UP AGREEMENT
AlternativesSM ""ii4--Term Rental
❑ Tenn Lease
0 Master Frequent Copy Rental
your Oce equipment
/64- ott ?Wt
THE EXISTING Ocd TERM RENTAL AGREEMENT AS INDICATED ABOVE(THE"AGREEMENT"DATED
199_IS HEREBY AMENDED AS FOLLOWS:
I. PROVIDED THAT CUSTOMER IS NOT IN DEFAULT UNDER THE AGREEMENT,COMMENCING AFTER LAST DAY OF THE 24TH
MONTH OF THE INITIAL TERM OF A 36 MONTH AGREEMENT AND THE LAST DAY OF THE 38TH MONTH OF THE INITIAL TERM OF A
80 MONTH AGREEMENT.CUSTOMER SHALL HAVE THE OPTION EXERCISABLE AT ANY TIME THEREAFTER,SUBJECT TO 90 DAYS
PRIOR WRITTEN NOTICE TO RETURN THE Ore EQUIPMENT DESCRIBED HEREIN(THE"EXISTING EQUIPMENT')TO OS
PURSUANT TO THE FOLLOWING TERMS AND CONDITIONS.
A.THE EXISTING EQUIPMENT SHALL BE RETURNED TO Oct IN GOOD CONDITION,SUBJECT TO NORMAL WEAR AND TEAR AND
SUBSTITUTED THEREFORE SHALL BE OTHER SIMILAR NEW Oct EQUIPMENT WITH A PUBLISHED UST PRICE AT SUCH TIME
OF THE UPGRADE OF NOT LESS THAN 20%GREATER THAN THE PRESENT PUBLISHED LIST PRICE OF THE EXISTING
EQUIPMENT AS PUBLISHED IN THE Oce PRICE LIST,THAT Oct HAS DEEMED AS UPGRADED EQUIPMENT(THE°UPGRADE
EQUIPMENT).
B.THE CUSTOMER SHALL EXECUTE A MASTER FREQUENT COPY RENTAL,TERM LEASE OR TERM RENTAL AGREEMENT(THE
'UPGRADE AGREEMENT")WITH RESPECT TO THE UPGRADE EQUIPMENT ON THE FORM PROVIDED BY Oat FOR Oce'S
PREVAILING PUBUSHED LIST PRICES AND RATES IN EFFECT AT THE TIME OF THE UPGRADE HEREUNDER.THE CUSTOMER
SHALL BE RESPONSIBLE FOR ALL SHIPPING,DELIVERY AND INSTALLATION COSTS IN CONNECTION WITH THE EXCHANGE OF
THE EXISTING EQUIPMENT FOR THE UPGRADE EQUIPMENT.
C.THE INITIAL TERM OF THE UPGRADE AGREEMENT FOR THE UPGRADE EQUIPMENT SHALL NOT BE LESS THAN THE INITIAL
TERM OF THE AGREEMENT.
D.THE CUSTOMER SHALL CONTINUE TO PAY MINIMUM RENTAL PAYMENTS AND EXCESS METER CHARGES AND SUPPLY
CHARGES ON THE EXISTING EQUIPMENT UNTIL THE UPGRADE EQUIPMENT HAS BEEN INSTALLED AT THE CUSTOMER'S
PREMISES.
E.THE STANDARD PUBLISHED Oct WARRANTY WILL APPLY TO THE UPGRADE EQUIPMENT AT THE TIME OF THE UPGRADE.
F.THE ACCEPTANCE HEREOF BY Oct SHALL BE REQUIRED PRIOR TO THE EXCHANGE OF THE EXISTING EQUIPMENT FOR THE
UPGRADE EQUIPMENT HEREUNDER.
II. EXCEPT AS DESCRIBED ABOVE,THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
Customer
L/' -lily op we/l
N CORPORATE.PARTNERSHIP.T fIII INDIVIDUAL NAME
9r - /o' ST , ' Box75?
z ADDRESS Of PLACE OF BUSINESS
!8. 2ee��� LO c i d (Vo ?003L
CITYCOUNTS 9TA ZIP CODE
.. : \'� • s /yo& Na 1. k 1'7"" l ute I Ze-2It,(o
ff- ` E f IN TON (IF NON TOMERB ADORERS ABOVE)
el°""°RED�FA�°DEBUT/IONISE,of n �p{1I
a s ce° ter
C• Ko(X lee, lhk Bd (10 I LYninIS5lv11
I PRIM OR TYPE NAME AND TOLE OF PERSON SIGNING
Oates TERMS AND CONDmONS STATED HEREIN WHICH THE CUSTOMER ACKNOWLEDGES HE HAS READ SUPERSEDE ANY WRITTEN OR
ORAL AGREEMENT INCLUDING ANY TERMS IN CUSTOMER'S PURCHASE ORDER OR OTHER CONTRACT DOCUMENTS.
Form No.89599 Rev.9/95
SEP 5 '97 11!16 13037415217 PRGE.002
Addendum for Additional Product/Equipment Description Form
Branch # Date Sales Executive #
Customer
3. Product/Equipment Description S/W Qty. 4. Unit Extended Trade-In Installation Total
(include serial numbers and meter counts when required) Lic. Price Price Adjustment Delivery Net Price
•
Transfer totals to line D on Customer Agreement Form.
(This form must be attached to the completed Order Package when required.)
Oce Order Entry - Quality Checklist
Branch # Date Sales Executive #
Customer CHQ Order#
Are there changes to the Terms & Shortform Leasing Worksheet
Conditions? This information is only required when a
No ❑ Yes, copy of pre-approved T&C's by Lease Worksheet is not filled out.
N'Bids and Contracts is attached. STOP
Who should we call with credit Base Payment (From promotion) $
questions? Fixed Maintenance % Factor
Adjusted Payment $
Telephone # Additional Amounts Financed:
Does a marketing promotion apply to • Competitive Buyout $
this order? If Yes, please provide Marketing • Refinancing $
Promo/Bulletin Number(s): • Supplies $
Does this order require Software STOP I Rate Factor
License? ❑ Yes 'No Additional Payment $
Is a Maintenance Agreement
required? If Yes - Please double check to see Total Payment $
that the Maintenance Agreement Sections 13 and
14 are properly completed. The Longform Lease Worksheet must be used
Are there any exceptions for this in the following situations:
order? • Financing Warranty
sro
no ❑ Yes,include copy of pre-approved exception. _/ • Financing Introductory Program (OS only)
Customer Information: Please check one: • Down Payment/Initial Payment
❑ Commercial&Public Sector ❑ Federal ❑ Dealer * Early Termination Rider Required Imp
(OS Only)What type of order is this?
(Please check off) Chicago HQ Only - Customer Identifiers
❑ New/New ❑ New ❑ Churn • General Address: It
If this customer is Tax Exempt the tax • OS Customer #:
exemption certificate is required to process —
s •
this order. ES Customer #:
Special Billing Instructions: Provide any NOTES:
unique billing requirements for this customer:
Is this order split between two Sales
Executives?
If Yes, provide install Sales Executives
information:
Install Executive
Name
Employee # Branch #
Sales Manager
Signature
Oce-USA, Inc. Product Purchase Agretrltent
The following Terms and Conditions are in addition to the Common Terms and Conditions section of this Agreement.
1. EQUIPMENT
Customer hereby agrees to purchase from Oce-USA.Inc.("Oce(and Oce agrees to sell the product('Product')identified on the front page of this Agreement pursuant to the terms
and conditions set forth herein. This Agreement is subject to approval by Ore at its Chicago,Illinois headquarters.
2. BILLING
Customer agrees to pay Oce the purchase price of the Product set forth on the front page hereof. Invoices are due net upon receipt and may be issued by Oce upon shipment of the
Product or,In cases of conversion of in place Product,on the date the Agreement is executed by Oce. Customer shall pay all taxes arising from the Agreement,except income taxes
measured by the income of Gee. Ore reserves the right to invoice for the partial shipment of multiple unit orders. A late charge of one and one half(1-1/2%)per month,or the highest
permissible amount chargeable by law,will be charged on any unpaid balance owed to Oce which remains unpaid for 30 days or more after the date of the invoice.
3. DEFAULT
An event of default('Event of Default")shall occur upon the occurrence of all or any one of the following events: (a)Customer does not pay when due any invoice;(b)Customer
ceases doing business as a going concern:(c)Customer makes an assignment for the benefit of its creditors or admits in writing to its inability to pay its debts as they become due:(d)
Customer files,or has filed against it,a petition in bankruptcy or for its reorganization,arrangement,composition or readjustment under the federal bankruptcy code or any slate
insolvency law or Customer liquidates all or a substantial part of its assets not in the ordinary course of its business,dissolves or takes other similar action;or(e)Customer shall
default in the performance of any of its obligations to Oce or any assignee arising under this Agreement,or any other agreement between Customer and Oce.
4. REMEDIES
Upon the occurrence of an Event of Default,Oce may,at its option and without notice or demand,exercise all or any one or more of the following remedies: (a)declare immediately
due and payable the purchase price of the Product and all other sums due or to become due hereunder or under any other agreement between Customer and Oce;(b)terminate all
of its obligations arising under this Agreement and any other agreement between Customer and Oce;(c)require Customer at its expense to return the Product to the nearest Oce
service location fully insured against all risks;(d)enter the premises where any of the Product is located and repossess all or any part of the ProducC or(e)exercise all other legal
and equitable remedies which Ork may have. The foregoing remedies shall be deemed cumulative and may be exercised successively or concurrently as permitted by law. Customer
will reimburse Ode for all fees,costs and expenses,including all attorney's fees incurred by Oce to enforce all or any of its nghts arising hereunder.
5. SECURITY INTEREST
Oce reserves and Customer grants to Oce a purchase money security interest in the Product and any and all replacements,substitutions,and repairs thereto,as well as any and all
proceeds of the foregoing for the purpose of securing the purchase price and all other sums due hereunder and all other promises and obligations of Customer to Oce arising under
this Agreement. Customer agrees to sign and execute at any time,alone or with Oce,financing statements or other documents which Oce deems reasonably necessary to protect and
continue Oce's security interest under this Agreement. Oce is also granted an irrevocable power of attorney to execute such financing statements or other documents on Customer's
behalf. Customer shall indemnity and hold Oce harmless against the assertions of interests or claims by third parries. When all of Customers obligations hereunder have been fully
paid and satisfied,Oce's security interest shall terminate.
PURCHASE
Oce-USA, Inc. Equipment Maintenance Agreement
The following Terms and Conditions are in addition to the Common Terms and Conditions section of this Agreement.
1 ORDER
The Customer requests and ace-USA,Inc('Ocd')agrees to provide: (a)maintenance service for equipment identified herein that Is not currently under an Oce maintenance agreement or(b)continued
maintenance service following expiration of the current term of an existing Oce maintenance agreement,in accordance with the terms and conditions set forth herein. As used herein,the term"Equipment'has
reference to the unit or units of equipment in connection with which service shall be provided.
2. TERM/TERMINATION
Service under this Agreement shall commence on the Effective Date. It the Equipment is on warranty.the Effective Date shall be the day immediately following expiration of the warranty period. For Equipment
currently being maintained by Dee on a maintenance agreement,the Effective Date shall be the date immediately following expiration of the current term thereof,unless Customer and Oce agree otherwise in a
written instrument signed by both parties. For all other Equipment,the Effective Date shall be the date indicated herein.
This Agreement shall remain in effect until terminated in the manner set loch herein. Unless to do so would constitute breach of another agreement between Customer and Oce,either party may terminate this
Agreement by giving the other at least ninety(90)days'prior written notice. Notice of termination by Customer must be accompanied by payment of all amounts then due hereunder without set-off.
3 SERVICE CHARGE
The Customer shall pay the monthly minimum and,if applicable.usage fees,measured by meter or other means("Service Charge').when due,without offset or deduction at any kind. Meter readings,it
applicable,shall be provided at the end of each month by Customer on forms or other means supplied by Oce. Should such readings not be provided in a timely fashion,charges may be estimated by Oce.
Supplies may or may not be included under this Agreement as indicated on the front page hereof. If supplies are not included the Customer must order and Oce will invoice and Customer shall pay such invoices
upon receipt II supplies are included they will be supplied by the ace service technician at no additional charge. Oce shall invoice the monthly minimum tee in advance and shall invoice usage fees monthly in
arrears. Invoices are due net upon receipt. The Customer shall pay all taxes arising from this Agreement,except income taxes measured by the income of ace. A late charge of one and one hall(1-1/2%)per
month or the highest amount permitted by law,will be charged on any unpaid balance owed to Dee which remains unpaid for thirty(30)days or more after the date of the invoice.
4 PRICE AND TERMS AND CONDITIONS CHANGES
Oce shell nave the right to change prices and terms and conditions for the services performed hereunder effective one year after the Effective Date and at the end of every twelve(12)month period thereafter.
Excluding supplies,prices may be increased at a rale not to exceed ten percent(10%)charged during the previous twelve(12)month period.
5. SERVICE AVAILABILITY
Cod will guarantee service availability for seven(7)years from original installation with unlimited copies for newly manufactured Equipment,or five(5)years with unlimited copies tor remanufaclured Equipment,
atter which service availability may be extended on an annual basis at Oce's sole discretion,and may be conditioned on remanuthcturing at the Customers expense including installation and removal lees. This
service availability requires the Equipment to be maintained on an Oce maintenance agreement at all times.
6 MAINTENANCE SERVICES/EXCLUSIONS
A. MAINTENANCE SERVICES- Service consists of the repair and/or replacement of parts and subassemblies to keep the equipment in good working order. Parts required for repair may be used or
remanutactured In accordance with Oce's specifications and replaced parts shall be the property of Oce. Services will be provided during Oces established service availability hours.normally between
8.30 AM and 5:00 PM,and only within areas designated for repair services.The Customer shall permit Oce to install,at no cost to the Customer,all retrofits designated by Oce as mandatory.
B. EXCLUSIONS: The following are not within the scope of services described in Section 6A above: (I)provision and installation of optional retrofits:(2)enhancement of any feature of the Equipment.(3)
services connected with Equipment relocation, (4)installation/removal of accessories,attachments.or other devices; (5)exterior painting or efdshing of Equipment: (6) maintenance, installation,or
removal of Equipment or devices not provided by Cod;(7)performance of normal operator functions as described in applicable ace operator manual(s);(8)performance of services necessitated by
accident,negligence,temperature,inadequate ventilation,power failure,improper electrical power,unauthorized alteration of Equipment,tampering,service by other than Cod,causes other than ordinary
use,improper supplies or accessories.interconnect of Equipment by electrical or electronic,or mechanical means,with noncompatible equipment,or failure to use Oce operating system software;(9)
performance of services necessitated by the introduction of a computer virus or other bug into the Equipment by other than Oce:and(10)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- II Oce provides,at the request of the Customer,any of the
services noted In this Section GB.the Customer shall pay Oce's current time and materials rates then in effect.
7 CONDITION OF EQUIPMENT
This Agreement is entered into with the understanding that the Equipment will be in good operating condition on the Effective Date II the Equipment is not under warranty or under an ace maintenance
agreement at the time this Agreement is accepted by Cod,Oce shall have the right to inspect the Equipment end charge separately for the cost of placing it in proper operating condition. Oce shall submit an
estimate of the cost of such repairs for Customer approval before work is initiated.
8. ALTERATIONS,ATTACHMENTS AND SUPPLIES
If Customer makes an alteration.apaches a device loads software.or utilizes a supply item that,In Oce's judgment,increases the cost of services,()co will either propose an additional service charge,or request
the Equipment be returned to its standard configuration or that use of the supply item be discontinued. It,within 5 days of such proposal or request,Customer does not agree to remedy the problem or agree in
writing to the additional service charge.Customer shall be in default of its obligations to ad. If Oce believes that en alteration,attached device,loaded software or supplyitem could affect the safety of Oce
personnel,or Equipment users,Oce shall notify Customer of the problem and may withhold maintenance until the problem is remedied.
9. CUSTOMER RESPONSIBILITIES
The Customer agrees to (a)provide Oce with unrestricted access to the Equipment at all reasonable times to enable Oce to service the Equipment and to monitor meter readings;(b)permit only authorized Oce
personnel to service the Equipment;(c)use only paper,recycled paper,parts,photoconductors,toner,or other supplies which in Oct s opinion will not cause excessive Equipment servicing;and(d)notify Coe of
Equipment being used in an environment which poses a potential health hazard to Dee employees or subcontractors.
10. CONFIDENTIALITY/SECURITY •
The Customer is responsible for the security of its proprietary and confidential information and tor maintaining a procedure external to the Equipment to reconstruct lost or altered Customer files,data or programs.
The Customer must have a representative present when Oce provides services involving Customer files,data or programs.
t1. DEFAULTS
An event of default('Event of DetaulC(shall occur upon the occurrence of all or any one of the following events: (a)Customer does not pay when due any Service Charge;(b)the Customer ceases doing
business as a going concern;(c)Customer makes an assignment for the benefit of its creditors or admits in writing to its inability to pay its debts as they become due:(d)Customer files,or has filed against it,a
petition in bankruptcy for its reorganization,arrangement,composition or readjustment under the Federal Bankruptcy code or any state insolvency law or Customer liquidates all or a substantial part of its assets
not in the ordinary course of its business.dissolves or takes other,similar action:or(e)Customer shall default in the performance of any of its obligations to Oce or any assignee arising under this Agreement,or '
any other agreement between Customer and Oce.
12. REMEDIES
Upon the occurrence of an Event of Default Oce may,at its option and without notice or demand exercise all or any one of more of the following remedies. (a)declare immediately due and payable all Service
Charges and all other sums due or to became due hereunder or under any other agreement between Customer and Oce;(b)terminate all of its obligations arising under this Agreement and any otheragreement
between Customer and Oce and ace affiliates,(c)exercise all other legal and equitable remedies which Dee may have;or(d)withhold the performance of services under this Agreement. The toregoing remedies
shall be deemed cumulative and may be exercised successively or concurrently as permitted by law. The Customer will reimburse Oce for all fees,costs and expenses,including all attomey's fees,incurred by
Cod to enforce all or any of its rights arising hereunder.
MAINTENANCE —"pooh
Oce USA, Inc.Term Lease Agreement
The following Terms and Conditions are in addition to the Common Terms and Conditions section of this Agreement.
1. EFFECTIVE DATE/LEASE TERM/OPTION TO PURCHASE/RENEWAL
This Agreement shall become effective on the earlier of: (a)the date it is executed by the Lessor:or(b) The date of installation of Equipment as defined in the Common Terms and Conditions and shall continue in
effect tor the lease term('Lease Term). The Lease Term shall be the number of months indicated on the front page of this Agreement commencing on the Installation Date. At the expiration of the Lease Term.
Lessee may,if not in default hereunder,upon thirty(30)days written notice prior to the end of the initial Lease Term.(a)purchase the Equipment for the amount specified on the front page hereof;(b)renew this
Agreement for additional twelve(12)month periods upon the same terms and conditions;or(c)return Equipment at its expense to the nearest Lessor service location for such Equipment. It notice is not received
by Lessor as indicated above.(b)shall be deemed to have been selected.
2. PAYMENTS
Lessee shall promptly pay to Lessor the amount of Lease payments set forth on the front page of this Agreement as respective Minimum Lease Payments in respect to each item(s)of Equipment.The first Minimum
Lease Payment and renewal payments shall be made monthly in advance unless agreed to otherwise in writing. To the extent permitted by applicable law,whenever a Lease Payment,or other charge is received
by Lessor more than ten(10)days after the due date thereof,the Lessee shall pay to Lessor on demand,a sum equal to one and one-half percent(1-1/2%)per month of the overdue amount,or the highest
amount permitted by law. Except as otherwise specifically provided in this Agreement the obligation of Lessee to pay the Minimum Lease Payments and any other charges including the charges under Section 6
of this Agreement which may be required hereunder is absolute and unconditional and is not subject to any deduction,credit,setoff,defense,counterclaim,abatement or recoupment for any reason whatsoever.
3. COVENANTS OF THE LESSEE
Lessee covenants and agrees that during the Lease Term it will'. (a)cause the installation site(s)of the Equipment to conform to Lessor's published site survey requirements;(b)provide,at no charge access to
the Equipment,a telephone,and adequate storage space far a reasonable quantity of replacement pads;(c)maintain the Equipment in good working order,reasonable wear and tear excepted;(d)keep the
Equipment at the location set forth on the front page of this Agreement:(e)not misuse or abuse the Equipment;(I)operate and use the Equipment in accordance with the procedures described in the instruction
manual(s)for the Equipment provided by Lessor,as the same may be amended from time to time:(g)comply with all laws relating in any way to the use,operation,and maintenance of the Equipment;(h)obtain
and maintain in force all licenses and permits applicable to the Equipment and the use thereof;(i)attach and at all times keep affixed to the Equipment such labels as Lessor may direct tor the purpose of giving
notice to all third parties that the Equipment is owned by Lessor or one of its affiliates,(1)not make any repairs,alterations.additions.modifications or improvements to the Equipment without the prior written
consent of Lessor,provided that any repair,alteration,addition,modification or improvement which may be made to the Equipment shall immediately become the properly of Lessor:(k)permit Lessor to inspect
the Equipment at any lime during normal business hours;(I)pay Lessor for all repairs,replacement pads and service charges required to repair and replace the Equipment or any of its pads arising out of the
negligence or misuse thereof by Lessee or any other party,(m)enter into and maintain in full force and effect a Lessor Maintenance Service Agreement or an equivalent service agreement reasonably
acceptable to Lessor with respect to the Equipment for the entire duration of the Lease Term;and(n)indemnify Lessor and hold Lessor harmless from,all claims or other proceedings.including all costs,
judgments.expenses,damages,anorney's lees and other liabilities arising out of the selection,delivery,possession,use,operation or return of the Equipment.
4. DEFAULT
An event of default('Event of Default)shall occur upon the occurrence of all or any one of the following events. (a)Lessee does not pay when due any amount owed to Lessor;(b)Lessee ceases doing
business as a going concem;(c)Lessee makes an assignment for the benefit of its creditors or admits in writing to its inability to pay its debts as they become due;(d)Lessee files or has filed against it a petition
in bankruptcy or for its reorganization,arrangement,composition.or readjustment under the federal bankruptcy code or any state insolvency law,Lessee liquidates all or a substantial part of its assets not in the
ordinary course of business,ceases to do business or dissolves or takes other similar action;or(e)Lessee shall default in the performance of any of its Obligations to Lessor or any of its assignees arising under
this Agreement or any other agreement between the Lessee and Lessor.
5. REMEDIES
Upon the occurrence of en Event of Default,Lessor may.at its option and without notice or demand,exercise all or any one or more of the following remedies:a)declare immediately due and payable all Lease
Payments and all other sums due or to become due hereunder or under any other agreement between Lessee and Lessor;(b)terminate all of its obligations arising under this Agreement and any other agreement
between Lessee and Lessor,(c)require Lessee al its expense to immediately return the Equipment to the nearest Lessor service location fully insured against all nsks;(d)enter premises where any of the
Equipment is located and repossess all or any pad of the Equipment;or(e)exercise all other legal and equitable remedies which Lessor may have. The foregoing remedies shall be deemed to be cumulative and
may be exercised successively or concurrently in the discretion of Lessor as permitted by law. The Lessee will reimburse Lessor for all fees,costs and expenses,including all anomeys'fees,costs and expenses
incurred by Lessor to enforce all or any of its rights arising hereunder. To the extent permitted by applicable law.Lessee waives all rights and remedies conferred upon Lessee by sections 2A-506 through 2A-522
of the Uniform Commercial Code.
6. TAXES AND OTHER CHARGES
The Lessee covenants and agrees to pay all federal,state and local assessments,lees and taxes(collectively called the'Taxes').except those based on Lessor's income or net worth,which may now or
hereafter be imposed or levied upon the sale,purchase,ownership.maintenance,supplies,transportation,installation,other charges,lease,possession or use of Equipment. Lessee agrees to reimburse and to
indemnify and to hold lessor harmless from and against the Taxes. Lessee is hereby informed and acknowledges that all Minimum Lease Payments and any other charges do not include the Taxes.
7. TITLE/SECURITY INTEREST/RISK OF LOSS
A. TITLE: The Equipment is and shall remain the exclusive property of Lessor or its assignee. The Equipment is and shall remain personal property,notwithstanding that the Equipment or any part thereof
may now or hereafter become,in anyway,affixed or attached to real property or any improvements thereon.
B. SECURITY INTEREST: Lessee hereby grants to Lessor a security interest in all of the Equipment descnbed herein,together with all spare parts,accessories.attachments,replacements,substitutions and
additions thereto,now or hereafter acquired by Lessee,and the proceeds thereof including insurance proceeds(the'Collateral')for the purpose of securing the payment and performance of all of the Obligations
and under any other agreement between the Lessee and Lessor. Lessee hereby grants to Lessor a power of attorney to sign Lessee's name on any financing statement which perfects the security interest in the
Equipment granted to Lessor hereunder.and upon the occurrence of an assignment or Event of Default,on Lessee's behalf to execute and file such financing statements.notices of lien and any other documents
pertaining to this Agreement or the Collateral and any assignment thereof. Lessor shall have the right to file this Agreement with such govemmental authority as may be required to perfect the security interest
granted to Lessor hereunder.
C. RISK OF LOSS: Risk of bss,damage to or destruction of the Equipment shall pass to Lessee at the FOB shipping point. II the Equipment is lost.stolen,damaged,or otherwise rendered unfit for normal
use,Lessee shall pay Lessor an amount equal to the replacement cost of the Equipment or the unpaid balance of the remaining Minimum Lease Payments,whichever is greater.
e, INSURANCE
During the term of this Agreement and until the performance by Lessee of all its Obligations hereunder,Lessee at all times shall maintain the Equipment insured against all risks,including without limitation,risks
of loss,damage and public liability and property damage,in such form,for such amounts,and with such insurance tamers as shall be satisfactory to Lessor. Lessor shall be named as an additional insured party
and loss payee and such policy shall provide that (a)the policy may not be altered or canceled by the Insurer without thirty(30)calendar days prior written notice to Lessor;(b)Lessor shall have the right but not
the obligation to maintain the insurance in effect',and(c)all losses shall be adjusted only with and paid to Lessor. The Lessee shall deliver a copy of the insurance policy,and any certificates of insurance to
Lessor. The proceeds of such insurance resulting from any loss,damage,retum of premium or otherwise,shall be applied toward the replacement or repair of the Equipment or the payment of the obligations of
the Lessee,at the option of Lessor. Lessee hereby appoints Lessor as Lessee's attorney-in-fact to make claims for,to receive payment of and to execute or endorse all documents,checks or drafts for loss or
damage or the retum of premium under any insurance policy issued on the Equipment.
•
TERM LEASE
Oce-US. ic. Master Frequent Copy Rental Agrt .ent
The following Terms and Conditions are in addition to the Common Terms and Conditions section of this Agreement.
The Cutworm hereby agrees to rent torn Oce-USA.Ire.a Delaware corporation('goal,and co hereby agrees b rent In Customer the equipment('Equipment')described in the rental scMeuMe(me Schedule')pursuant to the terms and colpnlms of the
Agroeneln rAgreemem'I.
1. EFFECTIVE DATFJRENTAL TERWRENEWALOPION TO PURCHASE
This Agreement shall became elective on the date n e executed by Cod and shell continue fora paned of miM'si+(36)months and shall sntinue for additional twelve(12)Meth pests thereafter unlees enD sled by enter Cod or Customer by glvllg
Maly(30)days prat written me other ue its ern to rend this Agreement. Customer may ex deliver Schedules born Imo to me dung the term of this Agreement b oderm with the provisions hered, which Schedules
will 50500e a upon ac �by Oo. Thu me N then Agreement apply b eachsuch Schedule for Term(as defined in Paragraph 2below),even n such Rental Tenn expires after the expiration N the term of this Agreement The
tab egect d tlletveagratlm o p el lIes Agreement w of be deliver Schedules thereafter Upon the pratin of therelevant Rental Tenn,Customer may, n not in default hereunder, upon mirs
Mtoll
eleM that (o er will n meth l execute and
lee a aye organ notice is expense
priorto ethen expiration OctW the Reel Tess ol(a) EgUipm l l Ehe same car P9 amount songllor on the Schedule,OH ran M Se heduleComm Iw addsent Dar l s d tie month graph A be the a err and
r ld scl
realm ep Euee eetep el its expanse is the nearest e servcat Lesson bove tar such a de med in the be telecteon and working other as the Equipment was renew
on me Commencement Dam 1%s defined n Paragraph zA Mewl,reasonable wear.M tear restating
Iron vmparnae meepld.nno note is asremaedMme krdeald above.lb)ahanheeeemd to nave been selected
2, RENTAL TERMNAYMENTS
A.RENTAL TERM: The rental lean()Rental Tenn'(for Equipment shall commerce on the date on which Customer executes the Master Frequent Copy Rental Schedules and the Equipment Awaplaeoe Cart/Peale reeling thereto.or in the event thal the Equipment
has been ississed on Customer's premises pre to the dale thereof,the date of acceptance by Od of the Schedule,whichever date first occurs(lee Commermrtent Date').provided,however.that tie Schedule and the Renal Teem will terminate-(I)n en
Event o Oelault.as sash Tenn Is deh,M in Paragraph 5 fared shall pour,and Ord shall give Customer written rotor d @mtireMn of the Schedule and the Rental Term,w(2)when the Rental Term shall eeepire as set Item a the epttgreale Schedule,
and Customer shall have paid the amounts payable hereunder and perimmed its obligations ansbg hereunder(colladvely the 'Obieaeees'I. whichever fast occurs Upon giving thine(30)days'written notice prise le the end of any ar^plele twelve
(I2)month period el the Renal Term,measured 4om the Commencement Oele or any anniversary thereof(any such twain(12)month period she)be referred to herein as'Egtaperenl Year). Customer Shall have the right pursuant la an Cd Master Frequent
Cry Rental Amendment Agreement
to amend any Schedule annexed to tots Agreement as then in elect tor any model el Equipment then rented by n so as to cage the guaranteed minimum annual volume of copy win lot such Equipment. In such event the
Minimum Rental Fee(es deemed in Paragraph 2B below)Am such Equipment she)be amended to any guaranteed minimum ropy volume.cost per copy,and excess oast per copy pan es may be offered by Oce for such Equipment on Me date Cud accepts such
Schedule wilt respect to such Equgmt rented by Ceslmar. Such amended minimum aneyal wlurre and minimum fee shall become elective as of the first day of the Equipment Year nevi succeeding the expiration of the Equipment Year In which such nmim
shall begiven and CM shall have accepted such Schedule by the etecuren mereol.Thereafter.Customer shall have the rghrro further amend such Schedule In the manner Poarimed aheve.
S.RENTAL PAYMENTS: The rental payment tar each dem of Equipment rented hereunder shall he the amount set IMh on the relevant Schedule attached hereto relating to the Equiprcnt and shall include an annual rental fee payable in installments as
desceted in each emlead°Schedule based one guaranteed minimum annual volume of copes(the'Minimum Moral Fee'I. The less for the payment of such Minimum Rental Fees shall commence on the Commencement Cale. Upon exceeding the Guaranteed annual
volume Nmeemenl Cl copies made thereinafter dieing the remainder of the Equipment year shall he billed an addierMal amount,mwnMy In arrears utilizing the excess copy charge. Such additional fee shall become payable by Customer lee the pelted from
the dale that the guaranteed minimum annual volume has been IuhIIN through the expvalion
n
of the current Equipment Yeer. Such Minimum R ¢
Rental Fees and the additional amounts due for excess copies made during the path rtmth are herein referred to as
the'Rental Payment. de m The Customer understands at h is obligated pay the Minimum Rental Fee regardless of the actual number of prorated copies made for the pedad equal the guaranteed minimum aseeal volume staled m the Schedule. The
Minimum Rental Fee shall be payable in advarse mmenong on the relevant CbmnencdMnt Date and on the same day,or nod succeeding badness day or,es the case may be,m each succeeding wlesdar month tooth the end d the Renal Term. Any throe.
purchase order.quotation.or other loan d procedure reasonably required by Customer as a mnennn precedent to the payment of any Doe nyoce shag be slated m detail hit wmbg and be delivered m Ose b advance of the payment due daleso
�operme to candy with any such prwrdaes Iw Ihe purpose of permitting Ore to promptly receive all sums owed m e e to permit to otherwise perform es ohfigaboes eating hereunder. To the extent permmed by applicable law.
as wheneveraRenial payment.or ether&tinge,is remived by Ors more man len(l0)days after tie core date thereof.Custom,she)pay to tad o demand,a sum equal to we and one-half percent terr4)of the overdue amount,or the highest amount permitted
by law EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED M THE AGREEMENT,THE OBLIGATION OF THE CUSTOMER TO PAY THE MINIMUM RENTAL FEE AND OTHER CHARGES INCLUDING THE CHARGES UNDER SECTION 7 OF THIS AGREEMENT
REWIRED HEREUNDER SHALL BE ABSOLUTE MID UNCONDITIONAL AND WILL NOT BE SUBJECT TO ANY DEDUCTION.CREDIT.SETOFF.DEFENSE,COUNTERCLAIM,ABATEMENT,OR ANT OTHER DEDUCTION,
C.READING: The Customer shall accurately complete the Equipment Meter Read Card which must be mailed to Oce on the last day of each month, If the Equipment Meer Read Card Is not resented by OS on a timely bass,the meter charges may be estimated by
Qe.The Customer shall be invoiced for excess meter charges monthly b arrears for the period from the dale that the atonal ropy commitment has Men lul)Iled mrogh the expiration of the Equprenr Year and such invoices shell M payable on recepl,
D.ADDITIONAL AMOUNTS: Anylhlq harem to the moray wMtMYnd'sq,excluding supplies,the amount payable by Customer for pholacpes(whether payable as on o the guaranteed mnimum atonal assure w tar exress copies) in es)may be creased by Ore S
Me stag of each Equipment Year atr the first Epapmem Year;pawned,however,that the annual lrcre sw may not exceed ten percent(10%)of the once in effect for the Pm(Peed.
E.SUPPLE& Supplies may or may not be included under this Agreement as indicated on the Itml page el the Customer Agreement II supplies ere eel'rcbded the supplies mad be ordered by the Customer and Cob all invoice and the Customer will pay
such invoices loon receipt.Il the supplies are included they eel tie shpaiad by the Ore service technician at no addiional charge.
2. COVENANTS OF THE CUSTOMER
The GalMer covenants and agrees that dung Th.Rental Term h II:0)cause
a the
installation n Stets)of Equipment is conM s
to Ceti Published e rvey requirements taut Ponds al tie charge a¢ Eq a uiams°.a ebpne,n rid
storage reasonable teyMm adequate age space Ice a quantity of ent pans, m
lc)maintain the Equipment In good esoMitg order,reasonable wear and tea excepted:(ti) tie
Equipment at e Installation ti Amss re let^o es o abuse the EpuiPmenl; If)
ass use the Equipment b accordaM1ro with the procedures desmbed in the instruction manual(S)for ow Equipment provided by Cce,as the samemay he amendedo troy bn N time,(g)steely weh all axs mldng iin any way to the use,operaeo,.
and maintenance of the Equipment..(d obeain and ma in Wee all licenses and permits applicable to the Equipment on nent and the use thereof;li)attach and at alles beep affixed to the Equipment such ands as Oee may direct tar the purpose of giving
ndiree o ell third panes thatthe Equipment is duped by Clad or one of as affiliates: 01 not make any repairs, alterations. amnans, modifnalions or improvements to the Equipment *about the pear mitten consent of 0.C; provided Iran any repair,
alteration.eml..,mothficalion
or improvement which may be made to the Equipmentshalltmmedately become the Pol.", spM ny M Orb.tel Perm, d re'n the Equobusiness menr el any erne during normal Mors 0)pay vine,due b Cord allcharges Is,
all repairs replacement parts a sesce charges required lo repair and replace the Equipment negligenced
any of its parts rising I the negligence misuse thereof by Customer r by any other peep;In)indemnityniindemnityOM hold Dadagainst,and ho harmless
allclaims or other proceedings, inducing all case Judgments, expenses, damages, 0eometes lees and other liabilitiessi
nt
liabilities a ng out of the seKKM ti , delivery. possession, use, operator or, return d the Equipment to the nearest Cuservice e location
and Customer alll settle compromise any c proceeding or other without welter the ono, consent of One;and th(n)upon e request of Ore.Ore.Custom shall execute u end deliver such ,do a and certificates,and lake such Other
en eat es Ore may reasoaby request 10 egM the putposesol rhr Agreement the assignment by Ord of any dire'inerests herein and the perfection of the secunty interest granted by Customer to Oce In the Equipment hereunder meym
The Customer agrees to WY when due o Oce and any essgree N Oa a o indemnify OM a any assignee of Oce and ro bold n harm s Ito in all a assessments.lee charges Ieviee w imposed upon any of the EP S:rent ansmg out of
the use thereof by Customer and any ol Os anitares,or lathe by Customer to Idle when due all tax and
or other Mumenbso aMrel lobe Meet by it coca and to possession or use of the Equipment web ledesal or sale tax aumontes.
0. MAINTENANCE SERVICES/EXCLUSIONS
A.MAINTENANCE SERVICES: Service consists of the repair envier replacement of pans and suase eis Raft des to keep the Equipment in good working order_ Pa regained law repels may he used et...anted
In cwdance woe Oce s specifeareuns and
replaced pans shall he the propene ul Oce Services wilt be provided donne Cod's established service availability hours, (8:30 AM - 5 Sb PM) and only wallet areas designated for repair services Customer shall permit Cod Io inslag at no cost b
Customer,ail retrofits designated by One as man ator/.
B.EXCLUSIONS. The Isiheig are not raw the scope d seems desc Cad n Section 4A above:()prows..end installation of optional s,(2)enharsmenr of any feature ofme Equipment.tat xwim eu s connled with Equipmentream.)).lal
dnsWledeNlemova d a attachments,w Mho devices, (5)a painting cm refinishing of Equipment, () installation, al of Equipment odevicesprovided by One, (7)performance of normaloperator functions
deamd in appbcade Ore operator mammal'. (8) pedwnaere of Semites rresssaled by accident, negligence, temPeralure. inadequatenewer lalure improper electrical power, udbliaed alteration of Equipment lampoong service by
dryer than Oa, uusss other than Ordinary use. mproper supplies o n of Equipment by Deane*Clmechanical meanswith n mmpatde equipment o failure b use the Coe operating system software.Sr tnt
pedormarce of se necessitated by the introduction d a mnpmer vi�Or other bug into the Equipment by other than Co. if Coe pcmvges.al the request of Customer,any Of the services staled In the Paragraph 4E1,Customer agrees to pay Coe nor
such services al as then current time and maleal tole
5. DEFAULT
M event of deaun lEvel el Delaae)shall occur upon the occurrence of all or any one of the following events:(a)Customer aces Mel pay when due any amount owed b Ore,tbl Customer I not doing hurl as a going concern as detemmned in
cmearce with generally exceedaccountingaunting primal:(c)Customer makes an assignment for the benefit of in tedace or admits to wminp b as iabiNy to pay Ms debts as they become due;(d)CtSo er else cc against filed agst II In ate
a a petition WWII reorgatmlmm, anangemal, campcslio any w daoteewyya r Customer liquidates aI o substantial pan of its as she n the oorrdlnery cane of Meln cease n do
Mseess these ken smear ;.tel Custom. 0 remo e. s relocates, raga a ewe disposes d a e pad N EmapMnt n any re n ed.,n e ace sol the le
MMtens set Iwm a the Agreenem;IS Me Equipment a leaf,stolen,damaged beyond repair,destroyed,omdemyd OF mnfisarm,es 191 Customer shall default in the Ponoemaxe d any of its obligations to d9 or an el 55 assignees arising under
this Agreement el any other agreement behmen Cusloree and Ord.
6. REMEDIES
Upon the assonance of an Event of Dela.,R6 may at as option end wheat once Of dwnend.eeercm all or any we or more of me Miserng rends.tat aclam immediately due and payable all Renal Payments and all elan stuns due w b become due
hereunder w under any other agreement between Customer and Ore,(S)terminate all of as obligations arising under this Aelemeel and any other agreement between Customer and Qf provided,however,that Customer shall continue to be lose for all
mignon,mnns mile.exist on me a termination;et such (cl repossess theequipment and require Customer,at its expense. to immda m b there lely return e Equpnem nearest 005 service bads SDP'insured eldest d risks: (d)onto the premises
where any d the Equipment re baled pm MI a and repossess any pal Of the Equipment,or(e)exercde all other legal and equitable lemddss wlach Oce map have. The rorgolg renedes shah be deemed Is be oumaadm and meta be eeeeosa.successivelyconss w
coney in the discretion of M.as permitted by lee The Customer sal kimburse tie for all fees,costs and exenws.including all momey's lees,costs and expenses incurred by Oce to erltece all or any of its rghts arising hereubel. To
the event peeleed by applicable tow,Colorer waives a6 egbes and remedies conferred upon Customer by seseens 2A'609 tough 2A-522 el me unitomt Comneivl Code.
7, TAXES AND OTHER CHARGES
The Customer ravena pay as s and agrees tofederal,stale and el assesamensea,se and laws(ole can
ed d the'Taxes')except those based on Lessors income or net worn,.which map rive OF hereafter be Imposed Sr levied upon the saw,
purchase.ownership.
maintenance,supplies transportation,IrsealabM rental,other parses, al,lease pesass tdn or use of Equipment The Customer agrees Io rice case and N indemnify and to held Lessor harmless ton and agate the Taxes. The Cuslmyr
Is hereby informed and asbtdwiedges that all Mssum Pane Payments and any other charges do M Incde the Tales.
9. TRLFdRISK OF LOSSdECURTTY INTEREST
A,TITLE; Tate to the Equtenem am he d the cameral shad remain he the exclusive properly of Oce or as assignee The Equipment is and Nall remain personal properly otetsmdng that the Equfprem a any pan thereat may nem o
hereafter become in anyway affixed or Massed to real prepeM or and improvements thereon
B.RISK OF LOSS: Risk of loss,damage to or desmtlkn of the Equipment shell pass b Customer at the FOB shipping pant II the Equipment is lest,stolen,damaged Of orew'm rendered ueS for normal lse.Customer shall pay to G9 an amount equal
to the replacement cost Nine Equipment,wine wgald easy of the remaining Rena Payments,whichever is greater.
C.GRANT OF SECURITY INTEREST: The C she er hereby giants en Oce a secwiry Interest in the Equipment together with al spare parts,eaesawes,enactments.,apattmrwns subseomns and additions thereto.now or hereafter acquired.the proceeds
merle.ka4lag insurance Passe. the GMaelX)Io the pups el sehsetg the Payment end Peadrarm of all it,the Cdigabons and under any other agnomen'bemoan customs,an c.d. The Customer hereby gram to Od a power of attorney to
W
Cuse name financing me on financingich pd ay statement which the secus n y eed granted ern in the Equipment gra to Ore hereunder.and upon °Sumer,.Of an essignmerd d Emm ofonDeass. Customers be M
e b eaee and fi ouc e h arcing
statements.
,rye.el lien andany other dau ants peeaieg tome this hgmem or the collateral thereof
teral and any assignment med. Ore shall have the right la fie eels Aame enm wlwithes ei suss gammec aueMmy as may be required to Perfect the secohry
hteeer'Ward to M hemuda.
a. INSURANCE
Dump the harm of this Agreement and urea Customer has declassed as el as cdgMpns. Customer at all times shall maintain the Equgnenl Insured egansl cc risks. including wtthma kmasson.risks of as,dvmaga and mmpreleeniue lubilfry err
property damage,on such lens,and Ior such amounts,and weh such tnselMb artlMls)as salt he satisfactory to Ore. Ore shall be named as an addeMl mauled parity and tau payees each p-Ary Mk.°Vem the EWiprent as vole gluing Nee
provide that tat the policy may^u he a)emd or canceled by the insurer without ghat 139t calendar days prior written nice b O. (h)Oce shall have the tight but d1 the obligation b rainae the insurance in effect.and lc)all theses Mall be
adjusted only upon the written mount of CS and paid to O.. The Ciaaear shah deliver a copy of the insurance policy,and all endorsements of the policy and any mx?fiaes of insurance naming IXA as an additional neut.to Cie with rare Is)
business days ales the Commencement Date. TIy proceeds of sues insuranth resulting tom any tie,amage return of premium or otherwise,Beall be anglereplacemente d toward the replacement or repair ofpra When,My Equr te the menl W ONgahoss o cust..r.at
the plb m n a Ore. The Custoer MW p ry avna m}a es Customer's a a ws Bca ep.n-fool to make claims Pr, rece
ive payment of and to execute Sr endorse.i dommma,checks or drafts for to.Or damage as return of Ptwnium ender any dnsulerce Niter
mares O me Equpmen.
it customer lees d:(al poside w maintain the lwawe on me Equipment required by Geis Agreement,101 pay any charges or taxes payable with rasped to the Equipment,or(c)died-ergs any fens.cages o emombmeess On the Equipment.OA shah
have the igest,but not the WgtMy,to Milan Or Maintain a aged,as the case may be,such irse2mm end discharge and pay such fens encumbrances,charges end taxes. Upon the occurrence of any au.event,Customer shall pay to 0.me cosl
Meted,together e h interest Manton ascued born the dale of payment by OS al the rate d one and orelat percent(In%)per etcnm OF the highest Perms...anmm o lnlemel parade there.by He. So.paYmed shoe .due and payable on the
ale On mach the nes succeeding Renal Payment te de.
MASTER FREQ.COPY
Oce-USA, Inc. Equipment Rental Agreement
The following Terms and Conditions are in audition to the Common Terms and Conditions section of this Agreement.
L TERM OF AGREEMENT
This Agreement shall become effective on the earlier ol;(a)the date it is executed by One;or(b)the dale of Installation of Equipment as defined in the common terms and conditions and shall continue in enact for the rental bon('Rental Tenn").
The Rental Tenn shall be the number of months indicated on the front page of this Agreement and shall commence on the Installation Dale. Upon the expiration of the Rental Term for Equipment.Customer at as expense,shall return the Equipment lolly
insured against all risks to the nearest Ose servkc location in the same condition and working order as the Equipment was in On the Installation Date,reasonable wear and tear resulting from proper use excepted
2. RENTAL PAYMENTS
Rental payments shall commence on the Installation Dale. Customer agrees to pay the Minimum Rental Charge set loran on the front page hereof monthly In advance. If applicable,meter charges shall be paid post-monthly. Meter cards shall be properly
completed by Customer and mailed In Oce on the last day of each month. If a meter card is not received by Oce within ten(10)days of months end,the melee charges may be estimated by Oce and invoiced accordingly.Supplies mayor may not be included
under this Agreement as indicated on the front page of the Customer Agreement. II supplies are n0t included the supplies must be ordered by the Customer and Oce will invoice and the Customer will pay such invokes upon receipt. If the supplies are
included they will be supplied by the Coe snore technician at no additional charge.Excluding supplies,OCR shall have the right for multi-year agreements,upon giving Customer at least thinly(30)days wrinen notice to adjust prices toe rental of
Equipment effective one(I)year after the cdnmencement of the term of this Agreement and at the end of every twelve(12)month perod thereafter al a rate not to exceed ten percent(10%)of the amount charged during the previous twelve(12)month
period. Invoices for Minimum Rental Charges and melee charges are payable net upon receipt A late charge of one and one hall percent(I-12%)per month,or the highest amount permined by law.will be charged on any unpaid balance owed to(ea
when remains unpea toe thirty(30)days or rare after the date of the invoke.One reserves the right to invoice for the partial shipment W multiple unit orders.
3 MAINTENANCE SERVICE)EXCLU5gNS
A. SERVICE:Oce will repair or,at its sole discretion,replace Equipment,or pans thereof,determined by Oce to be defective in material or workmanship. Pans required for repair may be used or remanutactured in accordance with Oce's specifications
and replaced pans am the property ol Oce. Service will he provided during Cede established service availability hours(B 30 AM-5:00 PM)and only within areas designated foe repair services. Customer shall permit Oce toinstall,at no cost Io
Customer.ell rehoats designatedlW One as mandatory
B. EXCLUSIONS:The followed are not within the scope of services described in Section 3A above: (1)provision and iinstallation of optional retrofits.(2)enhancement of any feature 0f the Equipment,(3)services connected with Equipment relocation.
(4)esfataborgietmval of accessories,attachments or other devices;(5)exterior painting or refinishing of Equipment;(6)maintenance. sl II t al 01 Equipment or devicest provided by Oct.(7)penm oaree 1operator
functions as described in applicable Oce operator mentions),(e)pedoenance of servinecessitatedce by accident,negligence,e in
adequate nadequate ventilation,power falure improper lectt cal power.unauthorized alteration of Equipment,
lanryenng.service by other than one,causes other than ordinary use,improper supplies or accessories,interconnect ofEquipment by electrical or electronic or mechanical means with noncompatible equipment,or failure to use Cce operating
system software,(9)performance d services necessitated by the introduction of a computer ems or other bug into the Equipment by other than Oce,or lee use el the Equipment with noncompalible software;or(10)performance of services
necessitated by any mocklicalien,aeeanon,or any other change whatsoever to Customers computer system into which the Equipment is integrated or otherwise connected, II Dci provides,at the request of Customer,any of the services rtoted in
this SoLtion 36,0ustarer shall pay Dci current lime and materials rates then In effect.
C. TITLE/RISK OF LOSS
A. TOLE:The Equipment is and shell remain the exclusive property of Oen or Oce's assignee.
B. RISK OF LOSS: Rise d toss.damage to or destruction of the Equement shall pass to Customer at the FOB shipping point If the Equipment is lost,stolen,damaged.ter otherwise tendered unlit for Dermal use.Customer shall pay Oce an amount
equal to the replacement cost of the EWimnenl or the unpaid balance of the remaining Minimum Rental Charge,whichever is greater.
5 INSURANCE
During the trim of this Agreement.Customer al all limes shall maintain the Equipment insured against all risks,including without limitation,insurance for loss,direct damage,public lability and property damage,in such lore,for such amounts and
with sum insurarw camer as shall be satisfactory to OM. Oce shall be named as an addnonal Insured park and the payee and such policy shall provide that. (a)the policy may not be altered or canceled by lee insurer without mind(30)calendar
days'prior wnlen notice to Eke:(b)Oce shall have the right but not the obligation to maintain the insurance in elect;and(c)all losses shall be adjusted only with and paid to(lee. Customer shall deliver the policy and any certificates of
insurance to Cub. The proceeds et such insurance resulting from loss,damage.return of premium or otherwise,shall be applied toward the replacement or repair of the EquiPnenl or the payment W obligations of Customer hereunder,at the option d Oce.
Customer hereby appoints pill as Cu/Acme's altomey+n lass to make claims for,receive payments of and execute or endorse all documents,checks or drafts for toss or damage or the relum of premium under any insurance policy issued on the Equioment.
6. EARLY TERMINATpWRENEWAIOPPWN TO PURCHASE
A. EARLY TERMINATION:Either Party may terminate this Agreement al any time on thirty(301 days prior written notice.Unless specifically provided Otherwise herein.it Customer terminates this Agreement phor to the Expiration Dale,Customer shall
pay a termination charge(the'Termination Charge')equal to the Minimum Rental Charge specified co the front page of this Agreement multiplied by the following facts:
I YEAR AGREEMENT
TERMINATION DATE FACTOR
hnheMYbn Date through 12 months 4 or remaining menthe whichever is less
2&3 YEAR AGREEMENTS
TERMINATOR DATE FACTOR
Installation Date through 24 or 36 months 6 or remaining months whichever Is less
Early termination Charges will not be appicabte only n Customer qualifies for and elects to purchase the Equipment or to exercise an exchange option oneree by tee.
D. RENEWAL:This Agreement will renew automatically for the same tens as the initial Rental Term provided that such Initial Term is not less then I year unless CM receives written notice from Customer electing not to renew the Agreement at least
thnry(30)days prior to expiration of ate current Rental Term. Oct will send a renewal notification to Customer which will include price and emu and conditions applicable to the renewal Rental Term. This notice will he sent to Customer at lead
sixty(60)days pro no the expiration of the then current Rental Term.
C. PURCHASE OPTION CREDIT: to reflect the decreased value of the used Equipment rented hereunder.Customer shall be granted a Purchase Option Credit which is calculated by multiplying the following percentage by the Purchase Pace of the
Equipment as staled in the puce lie al the time of purciase.These percentages are dependent on the number of months the Equipment has been rented.
Months I. 1.5%per month
The maximum Purchase Optiol Credt Is Mark percent(30%) The Purchase Option Credit will begin to accrue on the first lull month commencing after installation of me Equipment and will include the month Of conversion. The Purchase Option Credit
shall not be ponderable for mean on other Equipment or transferable to other persons,except to a person candled by Customer.subµct to the poor written approval M OCe. 'Inc Purchase Olsten Creel is available provided all monies due to Oce
under this Agreement have been paid in lull. If a Customer purchases the Equipment,the Purchase Option Credit will be deducted Intern the purchase price of the Equipment as determined by Oce.Oce shall transfer title to Customer upon receipt by lice of
the purchase price d such Eqsalsment
7 COVENANTS OF CUSTOMER
Customer agrees: (a)that the Equipment nslalatml site shall conform io Doe's published site survey requirements,(M)to provele al no charge,access to the Equipment,a telephone,and adequate storage space tar a reasonable quantity of replacement
pads:(CI to pay to Oce all taxes arising hen the Agreement except income taxes measured by me income of 0.£,unless Customer provides Oct with veal of exempted(d)to designate en employee to be trained by One to be the key operator of
Equipment.and to notify OS if personnel Wmover requires the taming of a new key operator.(e)to provide Oce with unrestricted access to the Equipment al all reasonable times to enable Oct to service me Equipment;(0 to immediately return me
Equipment al as expense tome rwmst Ore baton upon termination of this Agreement and pay all unpaid charges then owed by Customer to Oce,including but not limited to any applicable temninatim charges and removal charges,provided that if
Customer tails to immediately teNn such Equipment,One may enter the premises where the Equipment is located and repossess n at Customers expense;(g)to permit only auRdized Cog personnel to serves the Equipment;(h)to use oNy paper,recycled
paper,lads pMoonductors toner or other supplies which in acts opinion will not cause excessive servong of Equipment,(i)not to make any alterations,additions.ratifications,improvements or affix attachments to the Equipment:and U)
indemnify Oce against and hold One harmless from any and all clams,actions,suits or proceedings,including all costs,expenses,damages,anomeys'tees or other Hammes erring out o,connected with w resetting fray.,including wahou
limitation the seectiuon,detmne y.Possession,use,operation or return of the Equipment.
M DEFAULT
An event of deaWu('Event of Deland)shall occur upon me oc unence of all or any one of the following events: (a)Customer does not pay when due the Minimum Rental Charge ender any other charge;(b)Customer ceases doing business as a going
concern vp(c)Customer makes en antent tor the benefitof its creditors or admits in writing to its inability 10 pay a am files,debts as they be due:(dl Customer ss, has filed against it, pennon In bankruptcy on for its reogantzanon,
arrangement,composition or mMryseenl under the federal bankruptcy code or any state insolvency law or Customer liquidates all or a substantial pan of its assets not in the ordinary nurse of as business,dissolves or ekes other similar action,or
(e)Customer shall deafen in the peda mane of any of as obligations to Oce or any assignee arising under this Agreement,or any other agreement between Customer and Doe,
9 REMEDIES
Upon the occurrence of an Event of Dear.Oce may,M as option and wlMos notice on demand,exercise all or any me of more M the telexing remedies:(a)declare immediately due and payable all Minimum Rental Charges and all other sums due or to
become due hereunder or under any other agreement between Customer and Ode;(h)terminate all of its obligation ending under this Agreement and any other agreement between Customer and Oce,(c)rectum Customer at its expense t0 return me
Equipment to the nearest Q4 sewing location fully insured against all risks;(d)enter me premises where any of me equipment is located and repossess all Of any pan d the Equipment;or(e)exercise all other legal and equitable remedies which Dee
may have. The foregoing remedies shim he deemed cumulative and may be exercised successively on cacunerty as permitted by law Customer*el reimburse(Ice for an es4 costs and expenses,Including all attorneys fees.costs and expenses.
incurred by ace to enforce all or any el is rights Brining hereunder To the extent perrneed by applicable law,Customer waives any and al rights xMen N upon Customer by Sections 2A-50 through 2A-522 of the Unitorm Commercial Code.
10. SECURITY INTEREST
Customer authorizes Oen ro tse Ibis Agreement.any nrersvi statement or security agreement granting a sewn',interest in the Equipment or any other property of Oen together with all spare pans,encassodes,attachments,repacemenls,
substitutions,additions and moeticatihns thereto.now or hereafter acquired and any proceeds thereof(aim Or without the Signature of Customer thereon)With respect to the Equipment peat to or following Oce'a acceptance of thin Agreement in any sae
of me United States. Customer shall execute such supplemental instruments it Oci deems such to be necessary or advisable.and shall otherwise cooperate to deltoid the Me d Oce by tend or otherwise. Customer hereby grants to Dci a power of
attorney to sign Cuslorels name on any financing statement,notice of hens and any other document pertaining to this Agreement on the Equipment as Oce may reasonably require.
RENTAL
Oce-USA,Inc.Software License Agreement
This Software License Agreement('Agreement")is made and entered between Oce-USA,Inc.("Oce')and Customer
1. DEFINITIONS
A. "Installation Site'means the Customer location specified on the front page of the Customer Agreement to which Customer requests that Oce ship the Software.
B. 'Maintenance Period means the twelve(12)months following the Warranty Period or following the previous Maintenance Peiod.
C. 'Software"means all documentation and computer programs in object code only,to be licensed hereunder in the form provided by Oce that is specified on the front page of the Customer Agreement.
2. LICENSE
A. Subject to the terms of this Agreement.Ode grants to Customer,solely for Customer's own internal use,a non-exclusive license to use the Software as follows.(I)ClientiServer License' If a Client/Server
License is specified far a particular product,then Customer is granted the right to install and use one copy of the server portion of such Software at the designated Installation Site and the right to install in
Customer computer equipment,or distribute to third parties,the client portion of such Software so that such client portion is not used in a number of user workstations exceeding the number specified on the front
page of the Customer Agreement. Customer may distribute the client portion of such Software to an end-user not affiliated with Customer for the sole purpose of accessing the server portion of such Software at
the Installation Site.provided that such end-user enters into the End-User License Agreement,which will be provided upon request;or(ii)Workstation License: If a Workstation License is specified for a particular
product,Customer is granted the right to Install and use a copy of that product on a single computer workstation at the Installation Site.
B. No title or ownership rights to the Software are being transferred hereby and Oce reserves all rights not expressly granted. Customer may not sublicense any of the nghts granted hereunder.
G. Customer may copy the Software for archival or backup purposes,provided that all such copies include all proprietary markings and restrictive legends of the original Software.
D. Customer may not modify,translate,reverse engineer,decompile,disassemble(except to the extent applicable law speci0cally prohibits such restriction),or create derivative works based on the Software or the
documentation provided therewith.
3. WARRANTY
A. Oce warrants that the then current release of a Software product will substantially conform to the documentation for that Software for ninety(90)days from the execution of the Customer Agreement(the
"Warranty Period") Oce does not warrant that use oI the Software will be uninterrupted or error-free,that the Software will meet Customer's needs or will operate in the combination of hardware and software
selected by Customer.or that all program defects will be corrected. Oce makes no warranty and assumes no liability for any software or hardware not provided by Oce.
B. ace's sole liability for any breach of this warranty shall be.in One's sole discretion' (1)To replace any detective media,or(11)To advise Customer how to achieve substantially the same functionality with the
Software as described in the documentation through a procedure different from that set forth in the documentation;or pi)It the above remedies are impracticable,to refund the license tees paid for the Software.
Repaired,corrected,or replaced Software shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software,or if longer,for thirty(30)days after the date(a)of
shipment to Customer of the repaired,corrected or replaced Software,or(b)Oce advised Customer how to operate the Software se as to achieve substantially the functionality described in the documentation.
C. Oce will be obligated to honor this warranty only if Customer informs Oce of Customer's problem with the Software during the applicable Warranty Period and provides reasonable evidence of the date
Customer acquired the Software. Oce will use reasonable commercial efforts to repair,replace,advise or refund pursuant to the foregoing warranty within thirty(30)days of being so notified.
D. THE EXPRESS WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES. ()of DISCLAIMES THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
E. NO Oce DEALER,DISTRIBUTOR,AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS,EXTENSIONS,OR ADDITIONS TO THIS WARRANTY.
F. This warranty shall be terminated immediately if any modifications are made to the Software by Customer during the Warranty Period or if the media is subjected to accident,abuse,or improper use This
warranty shall not apply it the Software is used on or in connection with hardware or software other than the unmodified version of hardware and software with which the Software was designed to be used as
described in the documentation.
4. PATENTS AND COPYRIGHTS
A. Oce represents that the Software does not infringe any copyright of any third party. One does not guarantee or offer patent protection to Customer for the Software and shall not be liable for any violation of
patent rights. Oce represents that,to the best of as knowledge as of the date of this Agreement,the Software does not infringe any U.S.patent.
B. Oce will defend or settle any suit brought by a third party against Customer alleging that the Software infringes any copyright and Oce shall indemnity Customer for damages awarded as a result of such
infringement claim,provided that Oce is given prompt notice of any such claim and sole control of the defense and settlement of such claim.
C. If such claim is made or appears likely to be made,Customer agrees to permit Oce to enable Customer to continue to use the Software,or to modify or replace it. If Oce determines none of these alternatives
is reasonably available,Customer agrees to return the Software to Oce on written request. Oce shall then credit Customer an amount equal to the depreciated value of the Software(using the straight-time depreciation
method over three(3)years). The foregoing sets forth(Doe's entire obligation to Customer regarding any claim of infringement
D. Ock's obligations under this Article 4 shall not apply to any claim resulting from Customer's use of the Software in combination with software not provided by Oce.
5. PAYMENTS
A. Customer agrees to pay Oce the amounts shown on the front page of the Customer Agreement within thirty(30)days of invoice. Customer shall pay to Oce all shipping.insurance and taxes(including without
limitation sales.use,property,excise,value added,and gross receipt)levied on any transaction contemplated by this Agreement,except taxes based on the net income of Oce. Customer may provide a tax
emption number or affidavit of exemption,but Customer agrees to indemnify and hold Oak harmless for taxes,penalties and interests arising from claimed exemptions which are disallowed or otherwise bound
ex
B. The Maintenance Fee is due in advance of the Maintenance Period.
6, MAINTENANCE SUPPORT
A. Subject to Customer paying to Oak the then current Maintenance Fee specified on the front page of the Customer Agreement before the start of the Maintenance Period and other limitations contained herein.
Oce shall provide the following'Maintenance'-.
(1) Oak shall provide Software updates that Oce deems appropriate to correct deficiencies in the Software, maintain compatibility with then currently supported computer systems and/or enhance
Software features and capabilities. However,Oce reserves the right to charge Customer a separate license and/or support lee for a release that substantially enhances the features and/or
capabilities of the Software. Customer may request that Oce install any update or new release at Oak's then current'On-site Consulting Fee'.
(2) Oce shall provide the following assistance to each user in the case of a Workstation License and to one designated contact person in the case of a Client/Server License. (a)Respond by telephone or
email to questions associated with the Installation and configuration of the Software.(b)Respond by telephone or e-mail to questions associated with features and applications of the Software.or
(c)Identity,verify and respond by telephone or e-mail to problems associated with the usage of the Software
P The Implementations of all Software releases or upgrades is mandatory and the previous release of Software will only be supported by Oce for six(6)months following the general availability of the current
release or upgrade of Software. Customer is solely responsible for any hardware upgrades required by such mandatory releases or upgra.ies.
C. Oce reserves the right to discontinue support for the then current version of any Software product by giving at least 365 days'prior written notice of the effective date of such discontinuance.
D. II Customer fails to implement the most current release of a Software product and such lalure causes an Increase in the cost to Oce of providing support or service for any Software or hardware for which Oce
is contractually obligated to provide support or service.Oce may discontinue providing such support or service.
E. Maintenance does not include. O Installation of Software on computer equipment not supplied by One,(i)Re-installation of Software on computer equipment supplied by ace after substantial modification of
such computer equipment by Customer(such as installation of memory,disk,interface boards,other software.etc.)', (iii)Re-installation or re-initialization of Software after changes In a networking system or
alteration of the parameters of Customers current networking system;(Iv)Support or service required because of the upgrade of any software not licensed by Ock,such as operating system or utilities software,
even if running on computer equipment supplied by Oce,or(v)Customer may.however.request such services at the current'On-site Consulting Fee'.Oce reserves the right to decline to perform such services.
T. LIMITATION OF LIABILITY
A. Oce shall have no liability or responsibility for problems in the Software caused by alteration or modification by Customer or for problems arising out of the malfunction of Customer's equipment or software not
supplied by Oce
B. UNDER NO CIRCUMSTANCE AND UNDER NO LEGAL THEORY,TORT,CONTRACT,OR OTHERWISE,SHALL Oct BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR;(i)ANY INDIRECT,
INCIDENTAL,SPECIAL OR CONSEOUENTIAL DAMAGES OF ANY CHARACTER,INCLUDING WITHOUT LIMITATION,DAMAGES FOR LOSS OF GOOD WILL,WORK STOPPAGE,RECORDS OR DATA
LOSS,LOST PROFIT OR COMPUTER FAILURE RESULTING FROM THE USE OR INABILITY TO USE THE SOFTWARE;OR(II)ANY DAMAGES IN EXCESS OF THE LICENSE FEES ACTUALLY PAID BY
CUSTOMER FOR USE OF THE SOFTWARE LICENSED HEREBY.
a. TERMINATION
A. It either party breaches a matenal provision of this Agreement,the other party may give wntlen notice of termination. If the breaching party fails to cure such breach within thirty(30)days of such notice,this
Agreement and all licenses granted hereby shall be terminated. In the event that Licensee has made an unauthorized disclosure,distribution or use of Software,the cure period shall be ten(10)days.
B. Upon termination of this Agreement or a license to specific Software,Licensee shall return the affected Software and supporting materials to Oce or destroy them(including all copies)and supply an affidavit
satisfactory to Oce certifying to such destruction. Section 3.5,and 7 shall survive termination of this Agreement.
9. MISCELLANEOUS:
CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE MAY INCLUDE FEATURES LIMITING ITS OPERABILITY BEYOND THE SCOPE OR TERM OF THIS LICENSE. No delay or failure of Oce to exercise
any right or remedy will operate as a waiver of such right or remedy. Customer's rights in and to the Software may not be assigned,licensed or transferred in any way,by operation of law or otherwise,without the prior
written consent of Oce. This Agreement is the entire agreement between Customer and Oce pertaining to the Software and supersedes all proposals and prior or contemporaneous agreements or understandings
regarding the Software. CUSTOMER AGREES THAT NO TERMS OR CONDITIONS CONTAINED IN ANY CUSTOMER PURCHASE ORDER OR OTHER ORDERING DOCUMENT SHALL HAVE BINDING EFFECT ON
Oce OR MODIFY THIS AGREEMENT IN ANY WAY, No modification of this Agreement shall be valid unless in writing and signed by an authorized representative of each party. Use,duplication or disclosure by the U.S.
Government is subject to restrictions set forth in subparagraphs(a)through(d)of the Commercial Computer Software-Restricted Rights clause at FAR 52227-19,when applicable.or in the Technical Data-Commercial
Items clause at DEARS 252.227-0015,when applicable. The parties acknowledge and agree that the Software is'commercial computer software'as that term Is defined in the DEARS and,therefore.that the U S.
Government is subject to DEARS 22]7202. The contractor/manufacturer is Oce-USA,Inc.,5450 North Cumberland Avenue,Chicago,IL 60656. None of the Software or underlying information or technology may be
downloaded or otherwise exported or reexported(i)into(or to a national or resident of)Cuba,Iraq,Libya,Yugoslavia,North Korea,Iran,Haiti,Syria or any other country to which the U S.has embargoed goods,or(n)to
anyone on the U.S.Treasury Departments List of Specially Designated Nationals or the U S.Commerce Department's Table of Denial Orders. Customer represents and warrants that it is not located in,under the
control of.or a national or resident of any such country or on any such list. This Agreement shall be interpreted in accordance with and governed by the laws of the State of Illinois,excluding that body of law known as
conflicts of law and the United Nations Convention on Contracts for the Sale of Goods. In addition to and in furtherance of the foregoing.the parties expressly agree that the Uniform Commercial Code in effect in the
State of Illinois shall be applied to interpret and shall govern this Agreement,regardless of whether the subject matter of this Agreement is deemed to be goods or services. Licensee hereby accepts and submits to the
personal jurisdiction of any state or federal court sifting in the State of Illinois. If any provision of this Agreement shall be held by a coun of competent jurisdiction to be Invalid,ivegat or unenforceable,then the parties
hereby instruct such court to amend such provision to the minimum extant necessary to make rt valid.legal and enforceable and.in the event such court is unwilling or unable to do so,such provision shall be severed
from this Agreement, In any and all events the remaining provisions of this Agreement shall remain in full force and effect.
Oce/COMPETITIVE
oce Oc@-USA, Inc.A TRADE IN AGREEMENT
/
Customer Name l/vj`//&7) / � � (7f /0 C� 69 Lv
Address O // V /7/� /�/2L��
1°C 3/
Contact Name 5LIK PR v /lo o
Phone Number 472° — 3 �3 —3j7
Order Control Number
Customer Number
Oce Equipment Ordered
Model Configuration 6 [/So
Quantity Ordered
Requested Delivery (74
Trade In Allowance S
Trade In Equipment
Manufacturer
Model
Accessories q �j
Serial Numbers 0 go l //
Meter Read
/.Pick up Trade In ❑ Customer Scrap on Site (Customer Takes Responsibilityfor Disposal)
Excess Rigging To Remove Yes No�\
Original Install Date '� /
Expected Removal Date I/`1-[v/2 L _ i' /e (-,--
• TRADE-INS: Customer hereby transfers and assigns to Oce title to all trade-in products
applicable hereunder. Customer warrants to Oce that it has clear merchantable title to
all such trade-in products and that they will be in same trade-in condition upon delivery
to Oce as on the date suc equipment was inspected by Oce.
Customer Signature
Sales Rep Signature
Area Mgr's Signature
Date Affix tracing here:
OCe Oce-USA, Inc. Credit
\.__.2 Application
New Customer Existing Customer n Previous High Credit$
Business information •
Name of Customer Telephone Number
Trade Style,Division or Agency;Subsidiary of Contact Person Number
Street Address Credit Line Desired
$
City State Zip ❑ Corporation Dun&Bradstreet
El Partnership
❑ Proprietorship
Years in Business Years at This Location
❑ Other Rating Date
List Principals in Business Title Home Address
Commercial Bank Reference Bank Account No.
Name Bank Account No. Name
Street Address Street Address
City State Zip City State Zip
Loan Officer Name Telephone No. Loan Officer Name Telephone No.
Commercial Business Reference Account No.
Name Account No. Name
Street Address Street Address
City State Zip City State Zip
Contact Telephone No. Contact Telephone No.
Purchase Information
This purchase will be financed by: ❑ Operating Funds El Bank Loan ❑ Leasing Company I I SALE
It purchase is to be financed by a bank loan,or Leasing Company,answer the following:
A. Loan Applied For: ❑ Yes ❑ No QCC LEASE
B. Loan Approved: El Yes El No
C. Loan Approval Promised By Date
What Individual at your bank or Leasing Company can confirm availability of funds either on hand or from an approved loan?
Name Institution
The undersigned hereby applies for credit with Oce-USA, Inc., and by doing so authorizes Oce-USA. Inc. in connection with the
establishment and maintenance of this account, to make such inquiries as deemed necessary. The undersigned warrants the foregoing
answers are true and accurate in every respect and that its firm is financially able to meet any commitments it has made and will
honor all invoices according to terms. A finance charge of 1 Y:%per month will be added to all invoices past due.
Company Date
Title
IMPORTANT:
Authorized Signature
Please enclose balance sheet and income statement for the past year and for the latest quarter. Application
must be completed in 1ull or processing and credit approval may be delayed and affected.
FAX Cover Page & Oce Order Entry - Document Checklist
Order#
Date: Total # Pages:
To: From:
FAX #: Phone:
Customer:
Sales CA Sales CA
1. Equipment Sale Agreement 3. Equipment Rental Agreement
Customer Agreement ❑ ❑
Site Survey ❑ ❑ Customer Agreement ❑ ❑
Maintenance Agreement ❑ 0 Site Survey ❑ ❑
Quality Checklist ❑ ❑ Quality Checklist ❑ ❑
Connectivity Survey ❑ ❑ Connectivity Survey ❑ ❑
Purchase Order ❑ ❑ Purchase Order ❑ ❑
Tax Exempt Certificate 0 Tax Exempt Certificate ID ❑
Oce/Competitive Trade in Agreement Credit Application ❑ ❑
Credit Application ID ❑ ❑
OS Quotation Form(ES) ❑ ❑ Oce Quotation Form(ES)
Sales CA Sales CA
2. Term Rental,Term Lease, Master 4. LTOPS(Federal Only)
Frequent Copy Rental
Site Survey ❑ ❑
Customer Agreement ❑ ❑ Purchase Order ❑ ❑
Site Survey ❑ ❑ Connectivity Survey ❑ ❑
Quality Checklist
❑ ❑ LTOP worksheet 0 ❑
Connectivity Survey 0 0 Maintenance Agreement ❑ ❑
BCC(2 copies)
Purchase Order ❑ ❑
(with"not withstanding"clause) Sales CA
Tax Exempt Certificate ❑ ❑ 5. Renewals
Credit Application ❑ ❑
Lease information/worksheet ❑ ❑ ❑ ❑
Maintenance Agreement ❑ ❑ Customer Agreement ❑ ❑
Oce/Competitive Trade In Agreement ❑ ❑ Purchase Order
Trade Up Agreement ❑ ❑ Maintenance renewal ❑ ❑
Non-Appropriation Amendment Agreement ❑ ❑
Multiple Unit Pricing(MUP)worksheet ❑ ❑ 6.TRIAL
Competitive Buyout Dated Quotation/Invoice ❑ ❑
Early Termination Rider ❑ ❑ Trial&Evaluation Agreement ❑ ❑
Pre-Approved Terms&Conditions changes ❑ ❑ Site Survey ❑ ❑
Pre-Approved Exception Form(OS) ❑ ❑ Connectivity Survey ❑ ❑
Pre-Approved New Monthly Payment Request ❑ ❑ Credit Application ❑ ❑
Form(OS) Sales CA
Pre-Approved Pricing Exception Request(ES) ID
Risk Free Plan(OS) I 0 7. Moves/Relocations
Easy Entry Rental Program(ES)
Introductory Program Form ❑ ❑ Customer letter/notification ❑ ❑
Supplemental Agreement ❑ ❑ 2 Site Survey- 1 for existing location and 1 for future ❑ ❑
Summer
r Shutoffude Guarantee 0 0 location
Sommer Agreement
•
Total Customer Satisfaction Guarantee ❑ ❑ Purchase Order for costs incurred ❑ ❑
Equipment Acceptance Certificate ❑ ❑
3rd Party Quotation Form ❑ ❑ 8. Cancels
Oce Quotation Form(ES) ❑ ❑ Sales CA
Customer letter ❑ ❑
Note: Legend:
Any and all amendments,riders and additional
agreement forms must be noted on the Bold letter indicate mandatory documents
Customer Agreement in the Acceptance section Non-Bold letters are required if used for this order
under"Other"Terms&Conditions.
CHO Only: Date
Reviewed by:
roan n R95110 Rev 2(97
O.. -USA, Inc. Common Terms and Conditiu.rs
t. DEFINITIONS
Product shall mean:hardware equipment,software,options,documentation,accessories and upgrades listed on Cod's price list as of the date Oce receives Customer's order.
Hardware Equipment
The Hardware Equipment to be delivered pursuant to this Agreement will be newly manufactured,remanufacWred factory produced new or used at Oce's sole discretion. Newly Manufactured
Equipment: Equipment which has been newly assembled and which may contain a limited number of used components that have been thoroughly inspected and tested to assure product
performance and reliability specifications. Factory Produced New Model: Equipment which has been subject to a process of disassembly.cleaning, refinishing, replacement of defective
components with new or used components and have been convened to new-model status. 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. Remanufactured Equipment: Equipment which has been subject to a process of
disassembly,cleaning,refinishing,replacement of defective components with new or used components. This equipment is fully tested to assure product performance and reliability specifications.
Used Equipment: equipment which is maintained under Oce's authorized technical standards. This equipment'a not remanufacWred and is offered without warranty.
Software/options/documentatioNaccessories/upgradea shall mean:one or more programs capable of operating on a computer,processor,or controller which is either listed separately on a
Software Product price list,included with another Product on the price list,or fixed in hardware and not removable in normal operation.
2. DELIVERY
DELIVERY: Delivery will be made to the Installation Address set torah on the front page of this Agreement. Customer shall pay all delivery charges related to the Equipment and/or Software.
Customer will also be responsible for any extra charges including inside delivery,and/or rigging required for installation. Such charges shall be separately invoiced to and paid by Customer.
EQUIPMENT SHIPPING DATES ARE APPROXIMATE ONLY. Oce SHALL NOT BE LIABLE FOR ANY DAMAGES IF FOR ANY REASON Oce FAILS TO MEET THE REQUESTED DELIVERY
SCHEDULE.
3. INSTALLATION
A. Oce installation,when included in the purchase price,will be deemed complete when the Product passes Oce's installation and test procedures. This determines the installation date
('Installation Date).
B. For purchase of in place Product,the Installation Date is the date this Agreement is executed by Oce.
C. At the time of delivery and during any applicable warranty period.Customer agrees at Customer expense that the Equipment installation site shall conform to Oce's published site survey
requirements.
D. Acceptance by Customer will occur upon delivery for Product which does not include installation in the purchase price. Acceptance will be presumed unless Customer demonstrates within
fourteen(14)days after delivery that the Product does not meet ace's established test procedures or programs.
E. Customer shall execute a license agreement with the software licenser for each software component delivered as pan of the Product specified on the front page of the Customer Agreement
prior to using the software.
4. WARRANTY
A. Hardware: The warranty for Hardware Equipment shall commence on the Installation Date and continue for the period set forth on the front page of this Agreement. During the warranty
period, Cod shall repair or, at its sole discretion, replace Hardware Equipment or pans thereof determined by Oce to be defective in material or workmanship, and shall provide service
adjustments within the Oce service area during its normal business hours at no charge as determined necessary upon inspection by an authorized Oce Service Representative. Any repair.
replacement of pans and/or service adjustment required because of misuse. improper care or storage, negligence, alteration, accident, use of incompatible supplies or lack of specified
maintenance with respect to the Hardware Equipment is not covered by this warranty,nor is the replacement of expendable items including,but not limited to,exposure and projection lamps,
viewing screens and photoconductors. Services provided by Oce that are not covered by this warrantyr or
E(that are provided ovi Add WARRANTYrthan normal WHETHER Oce
EX businesssS hour IMPLIED ours or are outside the Oce
service area will be at Customer expense. IN-PLACE HARDWARE EQUIPMENT IS SOLD AS IS,
B. Software: Software warranty is described in the license agreement.
THE WARRANTIES STATED HEREIN APPLY ONLY TO CUSTOMER AND ARE EXCLUSIVE AND IN LIEU OF ALL WARRANTIES EXPRESSED OR IMPLIED, INCLUDING WITHOUT
LIMITATION,ANY IMPLIED WARRANTY OF MERCHANTABILITY,AND IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
5 LIMITATION/DISCLAIMER OF LIABILITY
A. LIMITATION: THE PARTIES AGREE THAT,TO THE EXTENT PERMITTED BY APPLICABLE LAW,Oce LIMITS LIABILITY RELATED TO THE MANUFACTURE,DELIVERY,OR USE
OF THE PRODUCT AND/OR SUPPLIES USED IN CONNECTION WITH THE PRODUCT OR THE PROVISION OF SERVICES FOR THE PRODUCT,AS FOLLOWS: FOR DIRECT DAMAGES,
Oce's LIABILITY IS LIMITED TO THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCT WHICH IS THE SUBJECT OF THE CLAIM WHETHER SUCH CLAIM ALLEGES BREACH OF
CONTRACT,TORTIOUS CONDUCT INCLUDING BUT NOT LIMITED TO NEGLIGENCE,OR ANY OTHER THEORY.
B. DISCLAIMER OF LITY: Oce
USE,REVENUE,OR PROFIT) DISCLAIMS G INCIDENTAL,
)WHETHER SUCH CLAIM ALLEGES BREACH OFCO RACT,TORTIOUS COND CT INCLUDINGDAMAGES(INCLUDING,BUT TO,
BUT NOT LIMITED TO NEGLIGENCE,
GL ENCE,OR ANY OTHER
THEORY.
C. NO ACTION,REGARDLESS OF FORM,ARISING OUT OF THE USE OF PRODUCT OR ITS PERFORMANCE MAY BE BROUGHT BY CUSTOMER MORE THAN ONE(1)YEAR AFTER
THE CAUSE OF ACTION HAS ACCRUED.
6. ASSIGNMENT
Without the prior consent of Cod and until the Product is paid in full,Customer shall not: (a)assign.transfer or pledge the Product or this Agreement:(b)resell,lease or lend Product or permit it to
be used by anyone other than Customer,Customer's employees,or other authorized users:or(c)permit a lien or encumbrance of any kind against the Product.
7. MISCELLANEOUS
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Customer agrees that the State and Federal Courts which sit in the Slate of Illinois shall
have exclusive jurisdiction of all controversies and disputes arising hereunder and hereby submits to the jurisdiction thereof. In any action by a party to enforce its rights hereunder.the non-
prevailing pony shall pay the prevailing party's costs and expenses (including reasonable attorney's fees). Except for obligations of payment, neither Oce nor Customer shall be liable for
nonperformance caused by circumstances beyond their control,including,but not limited to,work stoppages,floods,and Acts of God Oce will defend Customer from and pay any ultimate
judgment for,direct infringement in the United States by Product of any Patent,trademark,trade secret,protected semiconductor chip mask work,or copyright if Customer promptly notifies Cod in
writing of any alleged infringement,allows Cod to defend,and cooperates with Oce. Cod is not responsible for any non Oce litigation expenses or settlements unless Doe agrees to them in
writing. Oce is not liable for any infringement due to Product being made or modified by Customer or Customer requested specifications or design,or being used or sold in combination with
equipment,software,or supplies not provided by Oce. Oce makes no other express or implied warranty of infringement and has no other liability for'infringement(even if not alleged). Doe may,
at its option.at no charge to Customer,obtain a license to use, modify or substitute an equivalent item for the infringing equipment or software. This Agreement shall constitute the entire
Agreement between Customer and Oce with respect to Product notwithstanding inconsistent or additional terms and conditions in Customer's purchase orders or other documents submitted to
Clod. Any and all representations,promises,warranties or statements by Oce's agent that differ in any way from the terms and conditions of this Agreement shall have no force or effect. This
Agreement may be amended only by a wntten instrument executed by both parties. Customer represents that the person signing this Purchase Agreement on behalf of Customer is a duly
authorized representative of Customer and has the authority to execute this Purchase Agreement on Customer's behalf. Any term or condition of this Agreement which is prohibited or
unenforceable in any jurisdiction shall,as to such jurisdiction,be ineffective to the extent of such prohibition or unenforeceablitily,without invalidating any of the remaining terms or conditions of this
Agreement. To the extent permitted by law, Customer waives any law which would otherwise render any such provision hereof or of any related document Invalid or unenforceable. The
waiver or failure of Coe to enforce any provision of the Agreement an one or more instances will not constitute or be deemed to be a permanent waiver of such provision.
COMMON TERMS&CONDITIONS
Oce USA, Inc.Term Rental Agreement
The following Terms and Conditions are in addition to the Common Terms and Conditions section of this Agreement
1. EFFECTIVE DATE/RENTAL TERM/RENEWAL/OPTION TO PURCHASE
This Agreement shall become effective on the earlier of. (a)the dale it is executed by Oce,or(b) The date of installation of equipment as defined in Section 3 of the Common Terms and Conditions and shall
continue in effect for the rental term (mental Term'). The Rental Term shall be the number of months Indicated on the front page of this Agreement commenong on the Installation Date. At the expiration of the
Rental Term Customer may.it not in default hereunder,upon thirty(30)days written notice prior to the end of the initial Rental Term;(a)purchase the Equipment for the amount specified on the front page hereof,
(b)renew this Agreement for additional twelve(12)month periods upon the same terms and conditions;or(c)return Equipment at its expense to the nearest Oce service location for such Equipment. It notice is
not received by Oce as indicated above,(b)shall be deemed to have been selected.
2. PAYMENTS RentalPaymentsrespect
• shall promptly pay to Oce the amount of rental payments set forth on the front page hereof as respective Minimum in res ect to each Items of Equipment.
t.The first Minimum Rental
Payment and other rental payments shall be made monthly in advance unless agreed to otherwise in writing. Meter cards shall be properly completed by Customer and mailed to Oce on the last day of each
month. If a meter card is not received by Oce within ten(10)days of month's end,the meter charges may be estimated by Oce and invoiced accordingly. Supplies may or may not be included under this
Agreement as indicated on the front page of the Customer Agreement. If supplies are not included the supplies must be ordered by the Customer and Oce will invoice and the Customer will pay such invoices
upon receipt. If the supplies are included they will be supplied by the Oce service technician at no additional charge. To the extent permitted by applicable law,whenever a Rental Payment.or other charge is
received by Oce more than len(10)days after the due date thereof,Customer shall pay to Oce on demand,a sum equal to one and one-halt percent(1-1/2%)per month of the overdue amount,or the highest
s Agreement,the
on of Customer to pay
e
Minimum
l Payments and any other
Section n 7• nt of this Agmitted reement which mayt as therwise be required hereunder is absolutey provided in s and unconditional andgsrnot subject to any deduction,credit,setoff.de defense.counterclaim,abatemenes including nt or recoupment fore aannys under
reason
whatsoever.
3. COVENANTS OF THE CUSTOMER published site survey
• covenants and agrees that during the Rental Term it will: (a)cause the installation site(s)of the Equipment to conform to Oce's requirements:(b)provide,at no charge,access to
the Equipment,a telephone.and adequate storage space Sr a reasonable quantity of replacement parts,(c)maintain the Equipment in good working order,reasonable wear and tear excepted;(d)keep the
Equipment at the location set forth on the front page of this Agreement,(e)not misuse or abuse the Equipment;(I)operate and use the Equipment in accordance with the procedures described in the in ruuctiion
on
manual(s)for the Equipment provided by Oce as the same may be amended from time to time,(g)comply with all laws relating in any way to the use,operation,and maintenance of the Equipment;(h)obtain
maintain in force all licenses and permits applicable to the Equipment and the use thereof(i)attach and at all times keep affixed to the Equipment such labels as Oce may direct for the purpose of giving notice to
all third parties that the Equipment is owned by Oce or one of its affiliates;(j)not make any repairs,alterations,additions,modifications or improvements to the Equipment without the prior written consent of Oce,
provided that any repair,alteration addition,modification or improvement which may be made to the Equipment shall immediately become the property of Oce;(k)permit Oce to inspect the Equipment at any time
during normal business hours,(I)pay Oce for all repairs,replacement parts and service charges required to repair and replace the Equipment or any of its pans arising out of the negligence or misuse thereof by
Customer or any other party.and(m)indemnity Oce and hold Oce harmless from,all claims or other proceedings,including all costs,judgments,expenses,damages,attorney s fees and other liabilities arising
out of the selection,delivery,possession.use,operation,or return of the Equipment.
4. MAINTENANCE SERVICES/EXCLUSIONS
A. MAINTENANCE SERVICES: Oce shall repair,or at its sole discretion,replace Equipment or parts thereof,determined by Oce to be defective in material or workmanship. Pans required for repair may be
used or remanulactured in accordance with Oce's specifications,replaced parts shall be the property of Oce. Services will be provided during Oce's established service availability hours,(normally 8:30 AM-5:00
PM),only within areas designated for repair services. Customer shall permit Oce to install.at no cost to Customer,all retrofits designated by Oce as mandatory. Certain expendable items as may be set forth in
48 here below may not be included for maintenance under this Section 4A. Oce may increase the component of the Minimum Rental Payment anribulable to maintenance,excluding supplies,without prior notice
effective one(1)year after the commencement of the term of this Agreement and at the end of every twelve(12)month period thereafter. The maximum amount that prices may be increased will not exceed ten
percent(10%)of the amount charged during the previous twelve(12)month period.
B. EXCLUSIONS: The following are not within the scope of services described in Section 4A above:(1)provision and installation of optional retrofits;(2)enhancement of any feature of the Equipment:(3)
services connected with Equipment relocation:(4)installation/removal of accessories,attachments,or other devices,(5)exterior painting or refinishing of Equipment,(6)maintenance,installation or removal of
devices not provided by OS;(7)performance of normal operator unctions as described in the applicable Oce operator manual(s);(8)performance of services necessitated by accident,negligence,temperature,
inadequate ventilation,power failure,unauthorized alteration of Equipment,tampering,service by other than Oce,causes other than ordinary use,improper supplies or accessories,interconnect of Equipment by
electrical or electronic,or mechanical means with noncompatible equipment,or failure to use Oce operating system software:(9)performance of services necessitated by the introduction of computer virus or
other bug into the Equipment by other than Oce,or the use of the Equipment with noncompatible software,or(10)performance of services necessitated by any modification,alteration,or any other change
whatsoever to Customer's computer system into which the Equipment is integrated or otherwise connected. It Oce provides,at the request of Customer,any of the services noted in this Section 48 Customer
shall pay Oce current Time and Material rates then in effect.
5 DEFAULT
An event of default('Event of Default')shall occur upon the occurrence of all or any one of the following events. (a)Customer does not pay when due any amount owed to Oce;(b)Customer ceases doing
business as a going concern',(c)Customer makes an assignment for the benefit of its creditors or admits in writing to its inability to pay its debts as they become due,(d)Customer files or has tiled against it a
petition in bankruptcy or for its reorganization,arrangement,composition,or readjustment under the federal bankruptcy code or any state insolvency law,Customer liquidates all or a substantial part of its assets
not in the ordinary course of business,ceases to do business or dissolves or takes other similar action,or(e)shall default in the performance of any of its Obligations to OS or any of its assignees arising under
this Agreement or any other agreement between Customer and Oce.
6. REMEDIES
Upon the occurrence of an Event of Default,OS may,at its option and without notice or demand,exercise all or any one or more of the following remedies: (a)declare immediately due and payable all enta
Payments and all other sums due or to become due hereunder or under any other agreement between Customer and Oce,(b)terminate all of its obligations arising under this Agreement and any other agreement
between Customer and Oce;(c)require Customer at its expense to immediately return the Equipment to the nearest Oce service location fully insured against all risks',(d)enter premises where any of the
Equipment is located and repossess all or any part of the Equipment;or(e)exercise all other legal and equitable remedies which Oce may have. The foregoing remedies shall be deemed to be cumulative and
may be exercised successively or concurrently in the discretion of Oce as permitted by law. Customer will reimburse Oce for all fees,costs and expenses,including all attorneys'fees,costs and expenses
incurred
OS
curred by O to enforce all or any of its rights arising hereunder. To the extent permitted by applicable law,Customer waives all ng.its and remedies conferred upon Customer by sections 2A-508 through 2A-
522 of the uniform commercial Code.
7, TAXES AND OTHER CHARGES
Customer covenants and agrees to pay all federal,state and local assessments,fees and taxes(collectively called the'Taxes'),except those based on Oce's income or net worth,which may now or hereafter be
imposed or levied upon the sale,purchase,ownership,maintenance,supplies,transportation,installation,other charges,rental,Rental possession or use of Equipment. Customer agrees to reimburse and to
indemnify and to hold Oce harmless from and against the Taxes. Customer is hereby informed and acknowledges that at Minimum Rental Payments and any other charges do not include the Taxes.
8. TITLE/SECURITY INTEREST/RISK OF LOSS -
A. TITLE: The Equipment is and shall remain the exclusive property of One or its assignee. The Equipment is and shall remain personal property,notwithstanding that the Equipment or any part thereof may
now or hereafter become In anyway affixed or attached to real property or any improvements thereon.
B. SECURITY INTEREST: Customer hereby grants to Oce a security interest in all of the Equipment.described herein together with all spare parts.accessories,attachments,replacements,substitutions
and additions thereto,now or hereafter acquired by Customer,and the proceeds thereof,including insurance proceeds the'Collateral')for the purpose of securing the payment and performance of all of the
Obligations and under any other agreement between Customer and Oce. Customer hereby grants to Oce a power of attorney to sign Customer's name on any financing statement which perfects the security
interest in the Equipment granted to OS hereunder,and upon the occurrence of an assignment or Event of Default,on Customer's behalf to execute and file such financing statements,notices of lien and any
other documents pertaining to this Agreement or the Collateral and any assignment thereof. One shall have the right to file this Agreement with such governmental authority as may be required to perfect the
security interest granted to Oce hereunder.
C. RISK OF LOSS' Risk of lost damage to or destruction of the Equipment shall pass to Customer at the FOB shipping point. If the Equipment is lost,stolen,damaged,or otherwise rendered unfit for
normal use.Customer shall pay to Oce an amount equal to the replacement cost of the Equipment or the unpaid balance of the remaining Minimum Rental Payments,whichever is greater.
9. INSURANCE Equipmentinsuredagainst
the term of this Agreement and until the performance by Customer of all its Obligations hereunder,Customer at all times shall maintain the a t all risks,including without limitation,
risks of loss,damage and public liability and property damage.in such form,for such amounts,and with such insurance carriers as shall be satisfactory to Oce. OS shall be named as an additional insured party
and loss payee and such policy shall provide that: (a)the policy may not be altered or canceled by the insurer without thirty(30)calendar days prior written notice to Oce;(b)Oce shall have the right but not the
obligation to maintain the insurance in effect;and(c)all losses shall be adjusted only with and paid to Oce. Customer shall deliver a copy of the insurance policy,and any certificates of insurance to Oce. The
proceeds of such insurance resulting from any loss,damage,return of premium or otherwise,shall be applied toward the replacement or repair of the Equipment or the payment of the obligations of Customer,at
the option of Oce. Customer hereby appoints Oce as Customer's attorney-in-fact to make claims for,to receive payment of and to execute or endorse all documents,checks or drafts for loss or damage or return
of premium under any insurance policy issued on the Equipment.
TERM RENTAL
nDer
QUOTATION
Weld County Clerk& Recorder July 31, 1997
1402 N. 17th Avenue
Greeley, Colorado 80631
Attn: J. A. "Suki" Tsukamoto -
1 Ea Oce 9476 Digital Multi-Function Engineering $ 31,495
Copier(Dual Roll Unit)
1 Ea Oce Scan Station Software\Hardware $ 9,000
Less Trade-In $ 4,500
* Delivery and Installation Charge $ 845
Total Purchase Price S 36.340
60 Month Term Rental (FMV Purchase)
(Includes Parts, Labor and 36 Month Upgrade
Clause)
S 1,206 Per Month plus S .085 per linear foot
over 24,000 linear feet annually
Delivery: 1-2 Weeks
Fob: *
Frank Raphael
Major Account Executive
Oce-Engineering Systems
This quotation is subject to the Terms and Conditions appearing on the reversed side hereof.
JUL 31 '97 11:21 13037415217 PA(L.002 n5_
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