Sales, Freight, and Warranty Terms and Conditions

Export Warranty, Sales, and Freight Terms and Conditions

SALES POLICY

Prices.
All prices offered are net wholesale prices with trade discounts already deducted. Market Sensitive Commodity items will be priced according to current market conditions.

Sales Tax.
APR is required to charge applicable state and local tax on every item for which sales tax exemption certification has not been provided. When ordering please indicate clearly which items are tax exempt.

Payment Terms.
For customers with established credit, unless otherwise stated in writing, terms are net thirty (30) days from date of shipment. At All Printing Resources, Inc. (APR) option, export orders may be subject to special export payment terms and conditions. If credit is not established, payment can be made with order or purchase through Visa, MasterCard, Discover or American Express. Cash or anticipation discounts are not allowed. APR shall have the right of set-off and deduction for any sums owed. If customer fails to make payment within thirty (30) days, APR may defer shipments until such payment is made, or may, at its option, cancel all or any part of unshipped order.

Credit Balance.
Customer agrees that any credit balances issued will be applied within one (1) year of its issuance. IF NOT APPLIED OR REQUESTED WITHIN ONE (1) YEAR, ANY BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND APR SHALL HAVE NO FURTHER LIABILITY.

Minimum Order:
APR requires a minimum order of $100 per order.

FREIGHT POLICY

Shipping Charges.
Unless otherwise stated, freight and shipping fees will be charged for shipments to a customer's place of business anywhere in the contiguous United States, using a carrier of our choice. Other terms apply to Alaska, Hawaii, Puerto Rico, and export orders. Any extra charges incurred for additional services, such as customer's carrier or special handling by the carrier, must be paid by the consignee. Items backordered from an order qualifying for prepaid shipping charges will be shipped prepaid. Title and risk of loss pass to the customer upon tender of shipment to the carrier. If product is damaged in transit, consignee must file claim with the carrier.

For information on Export Freight please contact us.

APR LIMITED WARRANTY

LIMITED WARRANTY. ALL PRODUCTS SOLD ARE WARRANTED BY APR ONLY TO CUSTOMERS FOR RESALE OR FOR USE IN BUSINESS OR ORIGINAL EQUIPMENT MANUFACTURE, AGAINST DEFECTS IN WORKMANSHIP OR MATERIALS UNDER NORMAL USE FOR ONE YEAR AFTER DATE OF PURCHASE FROM APR, UNLESS OTHERWISE STATED. ANY PART WHICH IS DETERMINED BY APR TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP AND RETURNED TO AN APR BRANCH OR AUTHORIZED LOCATION, AS APR DESIGNATES, SHIPPING COSTS PREPAID, WILL BE, AS THE EXCLUSIVE REMEDY, REPAIRED OR REPLACED. AT APR'S OPTION.

WARRANTY DISCLAIMER. NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE IS MADE OR AUTHORIZED BY APR. APR DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT CLAIMS THAT ARE DUE TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION OR MISAPPLICATION, AND ANY DESCRIPTION DOES NOT EXPRESS OR IMPLY A WARRANTY THAT THE PRODUCTS ARE MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY. ANY LIABILITY FOR CONSEQUENTIAL AND INCIDENTAL DAMAGES IS EXPRESSLY DISCLAIMED. APR'S LIABILITY IN ALL EVENTS IS LIMITED TO, AND SHALL NOT EXCEED. THE PURCHASE PRICE PAID.

Prompt Disposition.
APR will make a good faith effort for prompt correction or other adjustment with respect to any product, which proves to be defective within warranty period. Before returning any product, write or call the APR branch from which the product was purchased, giving date and number of original invoice, and describing defect.

Product Suitability.
Many states and localities have codes and regulations governing sales, construction, installation, and/or use of products for certain purposes, which may vary from those in neighboring areas. While APR attempts to assure that its products comply with such codes, it cannot guarantee compliance, and cannot be responsible for how the product is installed or used. Before purchase and use of a product, please review the product application, and national and local codes and regulations, to be sure that the product, installation, and use will comply with them.

No Warranties to Consumers.
APR makes no warranties to those defined as consumers in the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act.

Electronic and Photographic Cleaning Fluids Customers.
It is a violation of federal law to sell, distribute, or offer to sell or distribute any chlorofluorocarbon or aerosol hydrochlorofluorocarbon containing cleaning fluid for electronic and photographic equipment to anyone who is not a commercial user of this product. The penalty for violating this prohibition can be up to $25,000 per sale. Individuals purchasing such products must present proof of their commercial status in accordance with 40 CFR 82.68(a) or (c).

A "Commercial User," as defined in the regulation, means a person that uses the product in the purchaserÕs business, or sells it to another person and has one of the following identification numbers: Federal employer identification number; State sales tax exemption number; Local business license number; Government contract number.

OSHA Hazardous Substance & California Proposition 65 Product Information.
Material Safety Data Sheets (MSDS) for OSHA defined hazardous substances and a list of products known by the state of California to cause cancer or reproductive harm are available at APRÕs corporate office at 140 W. Lake Drive, Glendale Heights, IL. The information and recommendations contained on the MSDS supplied by the manufacturer are considered to be accurate and reliable. APR, however, makes no warranty with respect to the accuracy of the information or the suitability of the recommendations. APR disclaims any and all liability to any user.

ADDITIONAL TERMS

Force Majeure.
APR shall not be liable for any delay in or impairment of performance resulting in whole or in part from Acts of God, labor disruptions, shortages, inability to procure product, supplies or raw materials, severe weather conditions, or any other circumstances or cause beyond the control of APR in the conduct of its business.

Cancellation.
Any cancellation must be approved by APR, and may be subject to restocking and other charges.

Assignment.
Customer shall not assign any order or any interest therein without the prior written consent of APR. Any actual or attempted assignment without APR's prior written consent shall entitle APR to cancel such order upon notice to customer.

Modification of Terms.
APR's acceptance of any order is subject to customer's assent to all of the terms and conditions set forth in APR's acknowledgment, and customer's assent to these terms and conditions shall be presumed from customer's receipt of APR's acknowledgment, or from customer's acceptance of all or any part of the goods or services ordered. No addition or modification of terms and conditions shall be binding upon APR unless agreed to by APR in writing. If a purchase order or other correspondence contains terms or conditions contrary to the terms and conditions contained in APR's acknowledgment, APR's acceptance of any order shall not be construed as assent to any additional terms and conditions, nor will that constitute a waiver by APR of any of the terms and conditions contained in APR's acknowledgment.

Complete Agreement.
The terms and conditions in APR's forms, acknowledgments, quotations, invoices, websites, and catalog sales terms and conditions are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and APR.

Materials of Trade.
Customer represents that if it is purchasing goods as its "materials of trade" as defined in the Hazardous Materials Regulations in Title 49 of the Code of Federal Regulations, that the goods will be used in direct support of its business, which is not transportation, and that such goods shall not be resold or transported in a vehicle other than one owned by itself.

Waiver, Choice of Law and Venue.
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Illinois, excluding conflict of law rules, and venue shall be in Cook County, State of Illinois.

No Third Party Benefit.
The provisions stated above are for the sole benefit of the parties hereto, confer no rights, benefits or claims upon any person or entity not a party here to.

EXPORT POLICY

Order Acceptance. Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by All Printing Resources, Inc. (APR), or any of its United States affiliates and divisions ("APR") at a continental United States facility or at any of its websites. Customer further consents that submission of its order shall subject Customer to the jurisdiction of the federal courts of the United States and of the State where acceptance occurred in the United States.

APR LIMITED WARRANTY

Limited Warranty. APR warrants products against defects in materials and workmanship under normal use FOR A PERIOD OF ONE YEAR AFTER THE DATE OF PURCHASE from APR, unless otherwise stated. APR will use reasonable efforts to repair or replace, at its option, any product that APR has determined to be defective in materials or workmanship under normal use within the warranty period; provided, however, that Customer has returned such defective product to the appropriate APR branch or authorized service location, as designated by APR, shipping costs prepaid. Such repair or replacement, at APR's option, or APR's refund of amounts paid by Customer for the defective product, shall be Customer's sole and exclusive remedy.

Product Return. Before returning any product Customer believes is defective, Customer shall (i) write or call the APR branch from which the product was purchased; or in the case of an Internet order, contact www.APR.com with the date and number of the original invoice, the stock number, and a description of the defect.

Manufacturers' Warranties. The manufacturer warrants many of the products offered for sale to the final user. The manufacturers make available copies of any applicable warranties. APR will furnish such warranties free of charge to Customers upon their request. Please send such requests to: APR Customer Support, 104 W. Lake Drive, Glendale Heights, Il 60139, U.S.A. All requests must include the APR stock number and the manufacturer's model number (if shown) of each product for which a copy of the warranty is requested. APR assumes no responsibility for the content of such warranties by performing this service.

Product Suitability. Many countries and localities have laws, codes and regulations governing sales, construction, installation, and/or use of products for certain purposes that may vary from those in other areas. While APR attempts to assure that products comply with all applicable laws, codes and regulations, APR does not guarantee compliance, and is not responsible for how the product is installed or used. Therefore, Customer shall have responsibility for compliance with all applicable laws, codes and regulations, including, without limitation, ANSI, CE, DIN, UL, NEC, FAA, DOT, NOM, IMDG, IATA, and CSA, regarding installation or use of products. Before purchase and use of a product, Customer must review the product application and applicable laws, codes and regulations to assure full compliance with such laws, codes and regulations.

Cross-Reference Information. Product cross-reference comparisons do not imply that all products compared are available or perfectly comparable. CROSS-REFERENCED PRODUCTS ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross-referenced product specifications prior to purchase and use to determine suitability of the product for Customer's intended use.

WARRANTY DISCLAIMER. ALTHOUGH APR HAS USED REASONABLE EFFORTS TO ACCURATELY ILLUSTRATE AND DESCRIBE THE PRODUCTS IN ITS CATALOGS, LITERATURE, AND WEBSITES, SUCH ILLUSTRATIONS AND DESCRIPTIONS ARE FOR THE SOLE PURPOSE OF PRODUCT IDENTIFICATION AND DO NOT EXPRESS OR IMPLY A WARRANTY AFFIRMATION OF FACT, OF ANY KIND OR A WARRANTY OR AFFIRMATION OF FACT THAT THE PRODUCTS WILL CONFORM TO THEIR RESPECTIVE ILLUSTRATIONS OR DESCRIPTIONS. APR EXPRESSLY DISCLAIMS ANY WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE WARRANTY STATEMENT ABOVE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, APR EXPRESSLY DISCLAIMS ANY LIABILITY RELATED TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, PRODUCT RECOMMENDATION, OR PRODUCT MISAPPLICATION.

LIMITATION OF LIABILITY. ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES IS EXPRESSLY DISCLAIMED. APR'S LIABILITY IN ALL EVENTS SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT SOLD THAT GIVES RISE TO SUCH LIABILITY. APR'S PAYMENT OF SUCH AMOUNT SHALL BE THE FINAL AND EXCLUSIVE REMEDY IN THE EXHAUSTION OR UNAVAILABILITY OF ANY OTHER REMEDY SPECIFIED HEREIN AND SHALL NOT BE CONSTRUED OR ALLEGED BY CUSTOMER TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

SALES, FREIGHT AND OTHER TERMS

Wholesale Only. APR sells products to Customers for (i) resale, or (ii) use in business, government or original equipment manufacture. The warranties set forth above apply to the sale of such products. Possession of, or access to, any APR catalog, literature or websites does not constitute the right to purchase from APR. APR reserves the right to correct publishing errors. Identification is required from all Customers. All references herein to the term "products" shall include services provided by APR.

Prices and Payment Terms. Prices are net wholesale prices and are subject to change or correction without notice. Pricing for Products destined for delivery outside of the contiguous United States may vary. Market sensitive commodity products are priced according to market conditions. No discounts off of the APR catalog "each" price will apply to these Products. Customer should contact its APR branch or check online at www.teamflexo.com for current pricing. At APR's option, export orders may be subject to other special terms and conditions. If credit has not been established, include payment with order or purchase through American Express, MasterCard or Visa. Cash or anticipation discounts are not allowed. All payments must be in U.S. dollars. APR shall have the right of set-off and deduction for any sums owed it. If Customer fails to make payment within forty-five (45) days of product shipment, APR may defer other shipments until payments are made, or at its option, it may cancel all or any part of an unshipped order.

Sales Tax and Duties, Import Fees. APR is required to charge national, state, local tax, applicable duties, and import fees on products for which Customer has not provided valid exemption certification. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and fees and licenses, and expenses as may be applicable. When ordering, Customer shall indicate clearly which products are tax exempt.

Security Interest. On any open account sale, Customer hereby grants to APR a priority lien, purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to APR. Customer agrees to file or permit APR to file any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of APR's priority lien or security interest. Customer agrees to inform APR immediately if it intends to use any import financing or has or will be granting a lien or security interest on its inventory to any third party.

Credit Balance. Customer agrees that any credit balance issued will be applied within one (1) year of its issuance. If not applied or requested within one (1) year, any credit balance remaining will be subject to cancellation, and APR shall have no further liability.

Shipping Charges and Freight Policy. Unless otherwise varied, shipping terms are EXW (as defined by International Chamber of Commerce Terms, 2000), APR shipping warehouse. Freight is prepaid to U.S. airport or port of exit for single shipment orders of $1,500 or more of merchandise (before tax and freight) using routing of APR's choice. Other shipments are freight collect from any APR facility. Customer shall be responsible for obtaining insurance. At APR's option, this freight policy may be subject to special terms and conditions for certain export orders. If any item is backordered that qualifies for freight prepayment, that item will be shipped prepaid as Buyer's exclusive remedy. Title and risk of loss for products shall pass when made available to Customer on delivery to carrier in the United States; provided that if payment has not been made at the time of shipment, APR shall retain title (but not risk of loss) until payment has been made. If product is damaged in transit, Customer must file claim exclusively with airline, carrier, vessel and/or insurance company; provided, however, that if APR has not received payment in full at the time the product is damaged in transit, APR shall have the right to file claim exclusively with airline, carrier, vessel and/or insurance company.

Cancellation. Any cancellation by Customer must be approved by APR, and may be subject to restocking and other charges.

Trademarks, Copyrights, and Domain Names. Customer acknowledges that it has no right, title, or interest in the trade names, trademarks, copyrights, or domain names of APR, and in the product names, and covenants that it will take no action to register or otherwise interfere with such rights of APR. Customer agrees that it will not copy the products sold to Customer or their packaging, trade dress, catalogs, or websites.

Quotations. Quotations on large quantities are available upon request. Customer should contact its APR branch.

Assignment. Customer shall not assign any order, any interest therein, or this order without the prior written consent of APR. Any actual or attempted assignment without APR's prior written consent shall entitle APR to cancel such order or to terminate this agreement upon notice to Customer.

Export Controls and Related Regulations. Customer represents and warrants that it is not on, or associated with any organization on the United States Department of Commerce's Bureau of Industry and Security's Denied Persons List or Unverified List; or the United States Department of the Treasury's Office of Foreign Assets Control lists, Specially Designated Nationals, Specially Designated Global Terrorists, Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers-Kingpin, or Specially Designated Terrorists List; or the United States Department of State's Designated Foreign Terrorist Organizations, Embargoed Countries list, or Debarred Persons List; or is subject to a denial order issued by the United States Department of Commerce. Customer shall comply with all relevant laws and regulations of governmental bodies or agencies, including but not limited to all applicable export control laws of the United States or other governing agencies and their successors.

Foreign Principal Party in Interest; Freight Forwarder and Documentation. It is specifically agreed that Customer shall be the foreign principal party in interest and/or that its freight forwarder shall act as Customer's agent in such capacity for Export Administration Act or other applicable purposes; and Customer and freight forwarder shall assume responsibility for all export or routed transactions documentation. At APR's request, Customer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by Customer or its freight forwarder related to sales to them by APR.

U.S. Foreign Corrupt Practices Act. Customer acknowledges that it is an Independent Contractor, as defined in the next paragraph, and represents, warrants, and covenants that it has not paid, offered or agreed to pay, authorized the giving of, or caused to be paid, directly or indirectly, money or anything of value to any foreign official (as defined in the U.S. Foreign Corrupt Practices Act, as amended), in connection with the purchase and resale of the products ordered.

Independent Contractors. APR and Customer are Independent Contractors and not principal and agent. Nothing construed or contained in these Terms and Conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Without limiting the generality of the foregoing, Customer is not authorized to make, shall take no actions, and shall not make, any representations on behalf of, or which are binding upon, APR.

Governing Law; Limitations. The rights and obligations of the parties under these Terms and Conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these Terms and Conditions shall be governed by the laws of the State of Illinois, United States, including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules. Notwithstanding the foregoing, any legal action by Customer with respect to any transaction must be commenced within one year after the cause of action has arisen.

Severability. If any portion of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of APR and Customer in agreeing to the provisions of these Terms and Conditions shall be enforceable to the fullest extent of the applicable laws.

Dispute Resolution. Actions by APR for nonpayment by Customer of the purchase price of products sold by APR, or for redress of other breaches by Customer of these Terms and Conditions, may be brought by APR, at its option, before any United States or foreign judicial court of competent jurisdiction. At APR's option, disputes between Customer and APR, including all claims for non-performance by APR, shall be finally settled by arbitration in Chicago, Illinois, United States, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules applying these Terms and Conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of Illinois, United States, and the language of the arbitration shall be English.

Country of Importation and Anti-diversion. Customer represents that it is purchasing products from the United States and importing them to the country specified in Customer's and APR's documentation. Customer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the United States, and that there will be no re-export or diversion from such specified destination contrary to such laws. Any commodities, technology and software will be exported from the United States in accordance with the Export Administration Act regulations and other applicable regulations. Diversion contrary to United States law is prohibited. If requested by APR, Customer shall provide documentation satisfactory to APR verifying delivery at the designated country. Customer further agrees to inform APR at the time of order of any NAFTA or other special documentation, packaging or product marking or labeling, but APR shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents as are necessary under United States export laws and regulations for export, unless APR expressly agrees to do so.

Permits, Export, and Import Licenses. Customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Act, Toxic Substances Control Act, or other applicable legislation or regulations; including but not limited to the Department of Defense or Department of State regulations.

Electronic Data Interchange. If APR and Customer have mutually agreed to use an Electronic Data Interchange (EDI) system to facilitate purchase and sale transactions, Customer agrees that it will not contest: (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. APR and Customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use proper security procedures to protect EDI records from improper access. The business records maintained by APR regarding EDI purchases made by Customer shall be controlling.

Complete Agreement. These terms and conditions, together with any other terms and conditions that APR publishes or makes available to Customer (i) on an invoice or a packing slip, (ii) at "www.APR.com," or (iii) in any document including, without limitation, those involving extension of credit by APR, or export of products, represent the entire agreement between the parties and shall supercede all written and unwritten statements, agreements, and understandings between APR and Customer pertaining to the subject matter of this agreement.

Modification of Terms. All orders by Customer to purchase APR products are subject to acceptance by APR. APR's acceptance of any order is conditioned upon Customer's assent to all terms and conditions applicable to the transaction. No additions or modifications of terms and conditions by Customer shall be binding upon APR unless agreed to by APR in writing. If a purchase order or other correspondence contains terms and conditions proposed by the Customer that are contrary to the applicable terms and conditions, APR's acceptance of any such order shall not be construed as assent to any of the terms and conditions proposed to the Customer, and will not constitute a waiver by APR of any of the terms and conditions pursuant to which this agreement is made.

Force Majeure. APR shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from acts of God, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, labor disruptions, shortages, communication or power failures, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of APR in the conduct of its business.

No Third Party Benefit. The provisions stated above are for the sole benefit of APR and Customer, and confer no rights, benefits or claims upon any person or entity not a party hereto.

Materials of Trade. Customer represents that if it is purchasing goods as its "materials of trade," as defined in the Hazardous Materials Regulations in Title 49 of the Code of U.S. Federal Regulations, the goods shall be used in direct support of its business, such business does not concern transportation, and such goods shall not be resold or transported in a vehicle other than the one owned by itself unless it has been properly packaged, documented and declared to the carrier.

Waiver. The failure of either APR or Customer to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party.