|
<br />THE DOCUMENT COMPAN"~
<br />XEROX
<br />
<br />when returned, the Equipment will be free of all liens and encumbrances. You
<br />will then be released from your obligations to make any further payments to
<br />Xerox (with Xerox retaining all sums paid to date).
<br />
<br />B. TAX TREATMENT. This Agreement has been accepted on the basis
<br />of Xerox claiming any interest paid by you as exempt from federal income tax
<br />under Section 103(c) of the Intemal Revenue Code of 1986. Should Xerox lose
<br />the benefit of this exemption as a result of your failure to comply with or be
<br />covered by Section 1O3(c) or its regulations, then, subject to the availability of
<br />funds and upon demand by Xerox, you shall pay Xerox an amount equal to its
<br />loss in this regard.
<br />
<br />C. ASSIGNMENT. Notwithstanding any provisions in this Agreement
<br />to the contrary, Xerox may not sell, assign or transfer this Agreement, and any
<br />attempted sale, assignment or transfer shall be void and without effect.
<br />
<br />D. PAYMENT. Your payment is due within 30 days of our invoice date.
<br />
<br />ADDITIONAL TERMS: The following additional terms apply only to the extent
<br />that you have agreed to one or more of the options described below:
<br />
<br />23. SUPPLIES INCLUDED IN BASEIPRINT CHARGES. If this option
<br />has been selected, Xerox will provide you with black toner, black developer,
<br />copy cartridges, and fuser ("Consumable Supplies") throughout the term of this
<br />Agreement. For full-color Equipment, Consumable Supplies shall also include
<br />color toner and developer. You agree that the Consumable Supplies are Xerox'
<br />property until used by you, that you will use them only with the Equipment, that
<br />you will return all Cartridges to Xerox for remanufacturing once they have been
<br />run to their cease-function point, and that you will return any unused Consumable
<br />Supplies to Xerox at the end of this Agreement. Should your use of Consumable
<br />Supplies exceed the typical use pattern (as determined by Xerox) for these items
<br />by more than 10%, you agree that Xerox shall have the right to charge you for
<br />any such excess usage.
<br />
<br />24. REPLACEMENTIMODIFICA TION OF PRIOR XEROX
<br />AGREEMENT. If this option has been selected, this Agreement will replace or
<br />modify a prior agreement between you and Xerox covering the specified
<br />equipment. If it is a replacement agreement, the prior agreement shall be null and
<br />void. If it is a modification, the prior agreement shall remain in effect except that
<br />any new terms presented in this modification agreement (e.g., price, duration,
<br />configuration) shall take precedence over the prior terms for the balance of the
<br />Agreement. In addition, modifications requiring a rcamortization of your
<br />payments may include a one-time administrative/processing charge which will
<br />appear on your first bill under this revised arrangement.
<br />
<br />25. XEROX AS FINANCIAL INTERMEDIARY. If this option has been
<br />selected, you are leasing specifically identified products that were selected by you
<br />and that are not sold by Xerox in the normal course of its business. With regard
<br />to these products, you agree that Xerox is leasing them to you "As Is" and
<br />without warranty or liability (either direct or indirect) of any kind. As such, and
<br />with regard to these products, YOU HEREBY WAIVE THE IMPLIED
<br />WARRANTY OF MERCHANTABILITY. Xerox assigns to you, to the extent
<br />assignable, any warranty rights it has to these products (which rights shall revert
<br />to Xerox if you breach this agreement). You agree (a) that these products are not
<br />covered by Xerox' obligation to provide Basic Services; (b) to maintain a service
<br />agreement for these products with a service provider acceptable to Xerox
<br />throughout this Agreement's term; (c) to pay all personal property taxes related
<br />to these products; and (d) to assign to Xerox any rights you have to these
<br />products until title passes from Xerox to you (which, subject to any software
<br />licenses surrounding the acquisition of these products, shall occur when you
<br />obtain title to all Xerox Equipment covered by this Agreement).
<br />
<br />26. FINANCED SÒFTW ARE TOTAL. If this option has been selected,
<br />the initial license fees for any Application Software set forth in this Agreement
<br />shall be paid for through your Minimum Lease Payments. If you breach this
<br />license or any of your obligations regarding the Equipment, the full amount of the
<br />initial license fees shall be immediately due and payable.
<br />
<br />27. FINANCED SUPPLIES TOTAL. If this option has been selected, the
<br />cost of any supplies you have purchased under this Agreement shall be paid for
<br />through your Minimum Lease Payments. If you breach any of your obligations
<br />regarding the Equipment, the full amount of the supply costs shall become
<br />immediately due and payable.
<br />
<br />28. REFINANCE OF PRIOR AGREEMENT. If this option has been
<br />selected, the balance of your prior indicated agreement with Xerox or a third-
<br />party shall be paid for through your Minimum Lease Payments. If your prior
<br />DocuBroker Form# 51860T &C (12/1999)
<br />
<br />agreement is with a third-party, you hereby acknowledge that you have the right
<br />to terminate the agreement and agree to provide a statement from the third-party
<br />identifying the equipment at issue and the amount to be paid off (as well as a
<br />statement from you identifying the payee and mailing address for your payoff
<br />check). If your prior agreement was with Xerox, the use of this refinance option
<br />shall render your prior agreement null and void. If you breach this Agreement,
<br />the full amount of your prior agreement balance shall be immediately due and
<br />payable.
<br />
<br />29. ADJUSTMENT PERIOD. If this option has been selected, your
<br />Minimum Lease Payment and/or Print Charges shall be adjusted in accordance
<br />with the information contained in the Adjustment Period portion of this
<br />Agreement; as a result, your initial payment(s) shall be different from those
<br />payable during the balance of this Agreement.
<br />
<br />30. K-16 BILLING SUSPENSION. If this option has been selected, the
<br />Maintenance Component of your Minimum Lease Payment and Print Charges
<br />will be suspended each year during the months indicated. During these months,
<br />you agree not to use the Equipment and that Xerox shall not be responsible for
<br />providing Basic Services on it.
<br />
<br />31. TRADE-IN EQUIPMENT. If this option has been selected, you are
<br />providing equipment to Xerox as part of this Agreement ("Trade-In Equipment")
<br />and the following shall apply:
<br />
<br />A TITLE TRANSFER. You warrant that you have the right to transfer
<br />title to the Trade-In Equipment and that it has been installed and performing its
<br />intended function for the previous year at the address ~here the replacement
<br />equipment is to be installed. Title and risk of loss to the Trade-In Equipment
<br />shall pass to Xerox when Xerox removes it from your premises.
<br />
<br />B. CONDITION. You warrant that the Trade-In Equipment is in good
<br />working order, has not been modified from its original configuration (other than
<br />by Xerox), and has a ULlabel attached. You agree to maintain the Trade-In
<br />Equipment at its present site and in substantially its present condition until
<br />removed by Xerox.
<br />
<br />C. ACCRUED CHARGES. You agree to pay all accrued charges for the
<br />Trade-In Equipment up to and including payment of the Final Principal Payment
<br />Number and to pay all maintenance, administrative, supply and finance charges
<br />for this equipment through the date title passes to Xerox.
<br />
<br />32. RUN LENGTH PLAN. If this option has been selected, the first ten
<br />prints of each original (per run) are recorded and billed on both meters with all
<br />subsequent prints recorded and billed on Meter A only. (Note that if a 5090
<br />family product covered by this plan has its document handler left open, all
<br />affected copies will be recorded and billed on both meters.)
<br />
<br />33. FIXED PRICE PLAN. If this option has been selected, Xerox will
<br />forego its right to increase the Maintenance Component throughout the initial
<br />term of this Agreement.
<br />
<br />34. PER-FOOT PRICING. If this option has been selected, all Print
<br />Charges will be billed on a per-foot basis, with each linear foot equal to one print.
<br />
<br />35. EXTENDED SERVICE HOURS. If this option has been selected,
<br />Xerox will provide Basic Services during the hours indicated, with the first
<br />number establishing the number of eight-hour shifts covered and the second
<br />establishing the days of the week (e.g., 2 x 6 would provide service from 8:00
<br />AM. to II :59 P.M., Monday through Saturday). The cost of this enhanced
<br />service coverage will be billed separately and, as such, is not included in your
<br />Minimum Lease Payment or Print Charges.
<br />
<br />36. COMPETITIVE REPLACEMENT PROGRAM. If this option has
<br />been selected, Xerox will provide you with the discount indicated in exchange for
<br />your agreement to return a unit of non-Xerox equipment you are currently leasing
<br />(the "Competitive Equipment") to its Lessor. In doing so, you acknowledge that
<br />the Equipment you are acquiring under this Agreement is replacing the
<br />Competitive Equipment and that your agreement with its Lessor allows you to
<br />return the Competitive Equipment at this time.
<br />
<br />37. ATTACHED ADDENDA. If this option has been selected, you
<br />acknowledge that one or more specified addenda (as indicated) have been
<br />provided to you. These addenda, which provide additional terms relevant to the
<br />transactions covered hereunder, are hereby fully integrated into this Agreement.
<br />
<br />38. NEGOTIATED CONTRACT. If this option has been selected, this
<br />Agreement is subject to the terms contained in the identified Negotiated Contract.
<br />If the terms contained in this Agreement conflict with those contained in the
<br />Negotiated Contract, the terms of the Negotiated Contract shall prevail.
<br />4/1412000 Page 4 of 5
<br />
|