Please note: This sample contract is provided for your information as a sample only. The Document Management Industries Association (DMIA) cannot guarantee the contract's value or effectiveness as a legal document. DMIA accepts no responsibility for any outcome arising from the use of this document in any business relationship. DMIA disclaims all warranties with regard to this contract, including any and all implied warranties of merchantability and fitness. In no event shall DMIA be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, arising out of or in connection with the use or performance of this document, or any document retrieved from DMIA's Web site. Be sure you consult your legal advisor(s) before creating any documents or other legal instruments you use with customers. TERMS AND CONDITIONS OF SALE 1. APPLICABILITY All sales, agreements for sale, quotations, proposals, acknowledgment and contracts of sale, including but not limited to purchase orders, shall be subject to the following terms and conditions. 2. CANCELLATIONS Orders are firm and not subject to cancellation without DISTRIBUTOR COMPANY's agreement. A percentage of BUYER's purchase price covering all costs for work done will be applied to canceled orders. 3. NON-RETURNABLE MERCHANDISE A. All merchandise covered by this invoice is a special order made expressly for BUYER. All merchandise is non-returnable unless it does not substantially conform to the quoted specifications as determined by DISTRIBUTOR COMPANY. B. DISTRIBUTOR COMPANY may at its sole option and discretion accept merchandise for return subject to restocking charge plus drayage. 4. ARTWORK AND/OR GRAPHICS This invoice may include a charge for producing artwork and/or graphics. Any such artwork and/or graphics is the BUYER'S property which is available to the BUYER for pick-up and use at any time. Should the BUYER not presently wish to obtain possession of their artwork and/or graphics, DISTRIBUTOR COMPANY will store it on our premises without charge. We will not make use of it without the BUYER'S consent. During the period that DISTRIBUTOR COMPANY retains possession of the BUYER'S artwork and/or graphics, DISTRIBUTOR COMPANY does so as a gratuitous depository. 5. TAXES Prices do not include any applicable sales, use, excise or any other tax. Any applicable taxes will be added to prices at time of invoicing and the BUYER agrees to pay the same. BUYER's exempt from taxes must furnish Certificates of Exemption at time of execution of the agreement or such taxes will be charged. 6. TERMS OF PAYMENT A. All invoices are net 30 days from date of invoice unless indicated otherwise. B. Security interest - BUYER hereby grants and DISTRIBUTOR COMPANY retains a security interest in the subject matter of this Agreement to secure the payment of indebtedness remaining unpaid hereunder. BUYER agrees to execute financing statements and to perform such other actions as DISTRIBUTOR COMPANY required in connection with such security interest. C. Deposit Requirement - Deposits shall be required as determined by DISTRIBUTOR COMPANY and in such amounts as stated on the quotation. 7. ACCEPTANCE Acceptance of this offer is expressly limited to the exact terms and conditions of sale contained herein and any attempt to alter or omit any such terms shall be deemed a rejection and counteroffer. 8. CHANGES Change Orders - Changes in order quantity or specification must be delivered to DISTRIBUTOR COMPANY in writing and are subject to approval by DISTRIBUTOR COMPANY and MANUFACTURER. Any resulting increased cost will be born by the BUYER. 9. LIMITATION OF LIABILITY A. All goods sold are subject to the manufacturer's standard express warranties there being no implied warranties as to merchantability or as to the fitness of the merchandise for any particular use. B. All orders and deliveries are subject to availability of materials and/or merchandise from manufacturers. C. No liability shall accrue against DISTRIBUTOR COMPANY as a result of any breach of contract resulting from any strike lockout, work stoppage, accident, act of God, or any other delay beyond DISTRIBUTOR COMPANY's control, including but not limited to discontinuation or unavailability of merchandise, or any other materials. D. DISTRIBUTOR COMPANY shall not be liable for any losses, forfeitures and all other consequential damages whether direct or indirect, and whether or not resulting from or contributed to by the implied default or negligence of DISTRIBUTOR COMPANY, its agents, employees, subcontractors and manufacturers, which might be claimed as the result of the use or failure of the goods or services sold. THERE IS NO FURTHER WARRANTY EITHER EXPRESS OR IMPLIED IN CONNECTION WITH THE DESIGN, SALE, MERCHANTABILITY OR USE OF THE GOODS AND/OR SERVICES EXCEPT AS TO TITLE; AND DISTRIBUTOR COMPANY'S LIABILITY ON ITS WARRANTY SHALL IN NO EVENT EXCEED THE COSTS OF THE GOODS. E. Buyer and Seller agree that the buyers exclusive remedy is for the repair or replacement of any defective part or product. Buyer agrees that no other remedy applies, whether for incidental or consequential loss, injury or other loss. 10. HOLD HARMLESS AND INDEMNIFICATION BUYER agrees to indemnify and hold DISTRIBUTOR COMPANY harmless from all actions, claims or demands of any person, firm or corporation arising out of or in any way connected with the goods and services sold, whether based in whole or in part on the implied default or negligence by DISTRIBUTOR COMPANY, its agents, employees, subcontractors or manufacturers. 11. ENTIRE AGREEMENT The above terms and conditions represent the full statement between BUYER and DISTRIBUTOR COMPANY. Any amendments to these terms must be in writing and signed by an officer of DISTRIBUTOR COMPANY. 12. DISPUTED ITEMS Deduct only the amount in question or dispute and pay the difference - complete details concerning the deduction should accompany the check, thus enabling DISTRIBUTOR COMPANY to take appropriate action.