BUSINESS PRINTERS CUSTOMER TERMS - ON-LINE

1. Parties. These terms represent the agreement (“Agreement”) that governs the purchase of products and services from Business Printers entity identified in the signature section below (“BP”) by the Customer entity identified below (“Customer”).

2. Orders. “Order” means the accepted order including any supporting material which the parties identify as incorporated either by attachment or reference (“Supporting Material”). Supporting Material may include (as examples) product lists, hardware or software specifications, standard or negotiated service descriptions, data sheets and their supplements, and statements of work (SOWs), published warranties and service level agreements, and may be available to Customer in hard copy or by accessing a designated BP website.

3. Order Arrangements. Customer may place orders with BP through our website, customer-specific portal, or by letter, fax or e-mail. Where appropriate, orders must specify a delivery date.

4. Prices and Taxes. Prices will be as quoted in writing by BP or, in the absence of a written quote, as set out on our website, customer-specific portal, or BP published list price at the time an order is submitted to BP. Prices are exclusive of taxes, duties, and fees (including installation, shipping, and handling) unless otherwise quoted

5. Invoices and Payment. Customer agrees to pay all invoiced amounts. BP may suspend or cancel performance of open Orders or services if Customer fails to make payments when due.

6. Title. Risk of loss or damage and title for hardware products will pass upon delivery to Customer or its designee. Where permitted by law, BP retains a security interest in products sold until full payment is received.

7. Delivery. BP will use all commercially reasonable efforts to deliver products in a timely manner.

8. Dependencies. BP’s ability to deliver services will depend on Customer’s reasonable and timely cooperation and the accuracy and completeness of any information from Customer needed to deliver the services.

9. Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

10. Termination. Either party may terminate this Agreement on written notice if the other fails to meet any material obligation and fails to remedy the breach within a reasonable period after being notified in writing of the details. If either party becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or receivership or asset assignment, the other party may terminate this Agreement and cancel any unfulfilled obligations. Any terms in the Agreement which by their nature extend beyond termination or expiration of the Agreement will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.