Terms & Conditions

Introduction

The terms and conditions which follow control your legal rights with respect to all Products purchased from Xerox Direct. All Products are sold by the Xerox Corporation ("Xerox") and purchased by you. You may have additional rights under the laws of your state. By placing an order on the Xerox Direct website, submitting a purchase order, or placing an order over the phone, you agree to be bound by and accept these terms and conditions ("Agreement"). Xerox reserves the right to alter these terms and conditions of the Agreement at any time, without prior notice to you.

Products

As used in these terms and conditions, the term "Products" collectively refers to all equipment, accessories, parts, services, software, consumables and supplies ordered from Xerox Direct. Products may include materials that are new or reconditioned to like new performance and functionality. Products that have a 'U' designation are used products that have been refurbished to original factory specifications (see Clearance Center for details). To enhance print quality, print cartridge(s) for many models of equipment have been designed to cease functioning at a predetermined point. In addition, many equipment models are designed to function only with cartridges that are newly manufactured original Xerox cartridges or with cartridges intended for use in the U.S.

Pricing: Orders and Taxes

Prices are in U.S. Dollars and are exclusive of taxes, shipping, and insurance. All orders are subject to acceptance by Xerox. Orders may not be cancelled or rescheduled without Xerox's consent, which consent may be given by Xerox in its sole discretion. Unless you provide Xerox with a valid and correct tax exemption certificate applicable to your purchase and the ship-to location, you are responsible for any and all state and local sales, use, excise, privilege and other taxes associated with the order. You may purchase a maximum of five (5) refurbished solid ink Products per month.

Shipping and Delivery; Title; Risk of Loss; and Installation

Shipping and handling charges are in addition to the Product prices, unless otherwise stated at the time of sale. Free standard shipping on all supplies only available online at http://shop.xerox.com/. Not available in Alaska and Hawaii. Xerox will ship to a single street address (no deliveries to Post Office Boxes) based on availability and shipping capability. Xerox may make partial shipments. Title to all Products (except for software) and risk of loss pass from Xerox to you upon tender to the carrier. Xerox reserves a security interest in each Product until the entire amount due has been paid. Products are customer-installable unless installation is expressly included in the Product description or added as a separate item on an order.

Payment

Payment must be made by credit card in U.S. Dollars. Cards accepted are Visa, MasterCard, and American Express. Shipment of your order is subject to approval of the financial institution that issued your card. If your card and purchase are accepted and approved, you agree to pay your obligations to your credit card issuer as required under the terms of your agreement with the issuer. Xerox will issue an invoice or order confirmation to the billing address specified in your order that provides confirmation of credit card charges applied to your card. You may qualify for other financing options offered through Xerox Direct. To learn more about these options, call 866-495-6750. If you qualify for financing, the credit card provisions in this paragraph are superseded by the applicable financing terms and conditions. You agree to pay any collection expenses, including reasonable attorney fees, expenses, and court costs, incurred by Xerox to collect any unpaid amounts.

Software

If your order includes software Products ("Licensed Software"), such Licensed Software is provided by Xerox to you subject to an end user license agreement that is provided in the packaging or is agreed to when the Licensed Software is installed. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. If no separate end user license agreement is provided, the following terms shall apply: Xerox grants you a non-exclusive, non-transferable license to use the Licensed Software within the United States, its territories, and possessions for as long as you are current in the payment of any indicated fees (including any annual renewal fees). If Licensed Software is delivered with or within equipment, Licensed Software may only be used on or with such equipment. You have no other rights to Licensed Software and, in particular, may not (1) distribute, copy, modify, create derivatives of, decompile, or reverse engineer Licensed Software; (2) activate any software delivered in an unactivated state; or (3) allow others to engage in same. Title to Licensed Software and all copyrights and other intellectual property rights in it shall at all times reside solely with Xerox or its licensors (who shall be considered third-party beneficiaries hereof). Licensed Software may contain, or be modified to contain, computer code capable of automatically disabling proper operation or functioning of Licensed Software and/or any equipment with or within which it was delivered. Such disabling code may be activated if (a) Xerox is denied access to Licensed Software to periodically reset such code, (b) you otherwise breach any term hereof, or (c) your license is terminated or expires. Xerox may terminate your license for Licensed Software upon the termination or expiration of any agreement under which you have acquired Licensed Software and/or any equipment with or within which Licensed Software is used. If you transfer possession of equipment that contains Licensed Software, Xerox will offer the transferee a license to use the Licensed Software within the United States on or with it, subject to Xerox's then-applicable terms and license fees, if any, and provided that the transfer is not in violation of Xerox's rights. Xerox warrants that the Licensed Software will perform in material conformity with its user documentation for a ninety (90) day period from the date it is delivered or, for software installed by Xerox, the date of software installation. Neither Xerox nor its licensors warrant that the Licensed Software will be free from errors of that its operation will be uninterrupted.

Warranties

THE LIMITED WARRANTIES FOR NEW (EXCLUDING DISCONTINUED OR CLEARANCE) XEROX-BRAND PRODUCT, IF ANY, AS WELL AS ANY DISCLAIMERS APPLICABLE THERETO, ARE SHIPPED WITH THE PRODUCT OR ARE PROVIDED IN A SEPARATE WARRANTY STATEMENT (SEE http://www.office.xerox.com/services/warranty_terms.html#Terms FOR COMPLETE TERMS AND CONDITIONS OF APPLICABLE WARRANTY STATEMENTS AND OPTIONAL SERVICE AGREEMENTS) . THE LIMITED WARRANTIES FOR REFURBISHED, DISCONTINUED OR CLEARANCE XEROX-BRAND PRODUCT, IF ANY, AS WELL AS ANY DISCLAIMERS APPLICABLE THERETO, ARE AVAILABLE FOR DOWNLOAD AND PRINTING PRIOR TO PURCHASE AND MAY BE SHIPPED WITH THE PRODUCT. THESE WARRANTIES, IF ANY, ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. XEROX DISCLAIMS, AND YOU WAIVE, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. XEROX MAKES NO WARRANTIES FOR NON-XEROX BRAND PRODUCT AND SUCH PRODUCT IS SOLD "AS IS" AND THE APPLICABLE WARRANTY, IF ANY, IS PROVIDED BY THE MANUFACTURER. XEROX'S RESPONSIBILITY TO REPAIR OR REPLACE A DEFECTIVE XEROX-BRAND PRODUCT OR PROVIDE A PARTIAL REFUND IS THE SOLE AND EXCLUSIVE REMEDY PROVIDED TO YOU FOR A BREACH OF ANY WARRANTY APPLICABLE TO THE PRODUCT. THE XEROX TOTAL SATISFACTION GUARANTEE IS NOT AVAILABLE FOR REFURBISHED, DISCONTINUED OR CLEARANCE PRODUCTS.

Intellectual Property Infringement

Xerox, at its expense, will defend you from, and pay any settlement agreed to by Xerox or any final judgment for, any claim that a Xerox brand Product infringes a third party's U.S. intellectual property rights provided you promptly notify Xerox of the alleged infringement and permit Xerox to direct the defense. Xerox is not responsible for any non-Xerox litigation expenses or settlements unless it pre-approves them in writing. To avoid infringement, Xerox may modify or substitute an equivalent product, refund the price paid for the Xerox brand Product (less the reasonable rental value for the period it was available to you), or obtain any necessary licenses. Xerox is not liable for any infringement-related liabilities outside the scope of this Section, including but not limited to, infringement based upon a Xerox brand Product being modified to your specifications or being used or sold with products not provided by Xerox.

Your Indemnity to Xerox

You agree to indemnify, defend and hold Xerox harmless, including Xerox's officers, directors, agents, employees, affiliates, successors and assigns, from any claim, demand, or cause of action (including reasonable attorneys fees, expenses and court costs) arising from: (a) your modification(s) of and/or addition(s) to Product(s); (b) your breach of this Agreement, (c) your omissions, misrepresentations, or negligence, and (d) the Products sold by you damage a third party to the extent such claim is based on (i) your modification of and/or addition to the Products, misuse or abuse of the Products, negligence or breach of any provision in this Agreement; (ii) your failure to abide by all applicable laws, rules, regulations and orders that affect the Products; (iii) your omission, misrepresentation, or negligence, or (iv) you or your end-users' intentional harm to any person or property.

Limitation of Liabilty

XEROX SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT DAMAGES IN EXCESS OF THE AMOUNT INVOICED HEREUNDER AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ORDER ISSUED HEREUNDER, WHETHER THE CLAIM ALLEGES TORTIOUS CONDUCT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY EVEN IF OTHER PARTY HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

Compliance with Laws

You agree to comply with all applicable laws and regulations of the various states and of the United States and/or any other country of competent jurisdiction regarding the export or re-export of any commodity, technology, technical data and/or software. You shall not export, directly or indirectly, any technical data acquired hereunder or any Products utilizing such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.

U.S. Government Clauses

Xerox is a "commercial item" manufacturer and supplier as defined in Part 2 of the Federal Acquisition Regulations (FAR) and will accept those clauses required to be included in the acquisition of commercial items by FAR Part 12. Tailored clauses and any additional terms and conditions as described in FAR 12.302 require Xerox's written acceptance.

Miscellaneous

Unless you have a separate purchase agreement with Xerox, this Agreement constitutes the entire agreement as to its subject matter and supersedes all prior and contemporaneous oral and written agreements. Xerox expressly rejects any contrary or supplemental terms in any purchase order, acknowledgment or other documentation provided by you, and in the event of any conflict between the terms of this Agreement and any such documentation, the terms in this Agreement shall prevail unless specifically so stated otherwise in writing by Xerox. This Agreement is governed by the substantive laws of the State of New York, including the Uniform Commercial Code as adopted thereunder, without regard to their conflict-of-law principles. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. You may not assign or otherwise transfer your rights or obligations under this Agreement without the prior written consent of Xerox. No attempt to assign or transfer in violation of this provision will be binding upon Xerox. If a court finds any term of this Agreement to be unenforceable, illegal, or otherwise invalid, that provision and the remaining provisions will be enforced to the greatest extent possible. The failure of either party to enforce any provision of these terms and conditions or any other provision of this Agreement will not be construed as a waiver of such provision or the right thereafter to enforce each and every provision. All changes to this Agreement must be made in a writing signed by both parties. The amendment, cancellation, or termination of this Agreement will not affect the outstanding obligations of either party.

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