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Xerox eStore Sales Terms and Conditions

Introduction:  The terms and conditions which follow (the "Terms and Conditions") control your legal rights with respect to all Products sold hereunder by Xerox Corporation (“Xerox” or "Seller") and purchased by you ("Customer" or “you”). You may have additional rights under the laws of your state.  Seller reserves the right to alter these Terms and Conditions at any time, without prior notice to Customer(s).

By ordering Products and purchasing them from Xerox through the Xerox eStore, you agree to be bound by and accept these Terms and Conditions. 

Orders:  Orders submitted electronically by Customer shall be considered for all purposes to (i) be a “writing” or “in writing”; (ii) be “signed”; (iii) constitute an “original” when printed from electronic records established and maintained in the ordinary course of business; and, (iv) be valid and enforceable.  Xerox may accept an order by commencing performance (e.g., Product delivery).

Products:  As used herein, “Products” refers collectively to (i) Xerox-brand equipment (“Xerox Equipment”) and Xerox-brand software (“Xerox Software”); (ii) third party hardware (“Third Party Hardware”) and/or third party software (“Third Party Software”) (collectively, “Third Party Products”) that are available for acquisition through the Xerox eStore.  You represent that the Products are being ordered for your own business use (rather than resale) and that they will not be used for personal, household or family purposes.

Prices:  The prices that will be charged for each Product are shown in the shopping cart, and in the order confirmation pages.  Product prices do not include shipping & handling or sales tax.  U.S. domestic prices apply to Products purchased in the U.S. for use in the U.S.  Shipping and handling charges and taxes will be listed separately on order confirmation pages and invoices.

Payment & Invoices:  Payment must be made by credit card in U.S. dollars.  Credit cards accepted are Visa, MasterCard, and American Express.  Shipment of Customer's order is subject to approval of the purchase by the financial institution that issued Customer's credit card.  If Customer's credit card and purchase are accepted and approved, Customer agrees to pay its obligations to its credit card issuer as required under the terms of Customer's agreement with the issuer.

Seller will issue an invoice that provides confirmation of credit card charges applied to Customer's card, which invoice will be sent to the billing address specified in Customer's order.

Taxes:  Xerox Corporation is registered to do business in all of the United States.  You shall be responsible for any and all applicable Taxes, which will be included in the order confirmation page and Xerox's invoice unless you provide proof of your tax exempt status.  "Taxes" shall mean any tax, assessment or charge imposed or collected by any governmental entity or any political subdivision thereof, however designated or levied, imposed on this Agreement or the amounts payable to Xerox by you for the billing of Products, Print Charges, services and maintenance of any kind.  Taxes include, but are not limited to, sales and use, rental, excise, gross receipts and occupational or privilege taxes, plus any interest and/or penalty thereon, but excluding taxes on Xerox's net income.  Taxes will be applied based on shipping address.  If a taxing authority determines that Xerox did not collect all applicable Taxes, you shall remain liable to Xerox for such additional Taxes.

Non-Electronic Shipping & Delivery:  The following section shall apply to Products not delivered electronically.  Seller will ship based on its Product availability and shipping capability.  Seller may make partial shipments.  All Product shipments will be made FOB origin.  Xerox will ship Products using Xerox’s carrier of choice in accordance with Xerox’s shipping policies at the time of shipment.  Notwithstanding anything to the contrary herein, additional charges may apply for unusually heavy or large items or for shipment of materials designated as hazardous in accordance with Federal and/or International Air Transportation regulations.  COD and additional fees may also apply.  Seller will bill Customer a freight/insurance charge shown on the invoice as a single item identified as a shipping and handling charge.  Seller will not be liable for any delay or failure to deliver resulting from circumstances beyond Seller's reasonable control or which would cause Seller to incur unreasonable expense to avoid.  These terms shall apply even if Xerox chooses to offer free shipping.

Shipping Addresses:  A given order may ship to a single address in the 50 United States.  Xerox cannot ship to other destinations outside the United States, or to a Post Office Box.  To ship Products to more than one address requires multiple orders, one per address.  For each new shipping address, you must enter billing information, even if it is the same as for the previous address.  This is a security precaution to protect against misuse of your account.

Product Returns:  Customer shall examine all Products upon receipt and shall notify Xerox, as specified herein, of all discrepancies and refusal to accept delivery of purchased Product.  Such notice shall be reasonably detailed and explain the discrepancy or why the purchased Product was refused.  If Customer does not give Xerox such notice as stated herein, Customer agrees that such Products have been accepted by Customer as of the date of shipment and proof of delivery in the form provided by the carrier to Xerox shall be considered conclusive.

Returns Process:  At Xerox, we value our relationship with you and want to make sure that you are satisfied with your purchases.  Under our return policy, Products may be returned to Xerox by Customer only by following the below process:

Basic Customer Requirements. 

The Customer must:

  • Obtain a Return Material Authorization (“RMA”) from the Xerox eStore through the “Write Us” portal or by sending an email to USA.Xerox.eStore.Customer.Support@xerox.com.  RMAs are issued at Xerox’s sole discretion.
  • Provide your Invoice/order number.
  • Provide the reason for the return.
  • A RMA has a useful life of 20 calendar days from the date of issuance.  Xerox must physically receive the Product return within that 20 day window.

Products received by Xerox:

  • without a valid RMA on the shipping label, or
  • in an unsuitable condition for resale (excluding defective Products), or
  • beyond the 20 day limit are considered “Overgoods” (Overgoods are unauthorized returns) and will be returned to the Customer with a charge to the Customer’s credit card account for the return shipment. 

If the Customer refuses the return shipment of Overgoods from Xerox, or returns the Overgoods to Xerox a second time without Xerox’s approval, Customer agrees to relinquish all rights and waive all claims against Xerox for return credit on the items.

Xerox reserves the right not to authorize the return of Products that are no longer in production or being produced by a manufacturer or publisher that:

  • is insolvent
  • has declared bankruptcy
  • will not accept returns from Xerox

RMA categories:  The categories under which a Product may be returned are:

    1.    New and Unused Products
    2.    Defective Product
    3.    Damaged Product
    4.    Billing or Shipping Discrepancies

The foregoing categories and return processes are more fully described below.

New and Unused Product Returns.  New and Unused Products are defined as:  New unopened items in their original packaging.

  • A RMA number must be obtained from Xerox eStore within 30 calendar days after delivery.
  • Xerox will examine the return to verify the Product’s new condition.
  • A 20% restocking fee will be charged for all new and unused Product returns

Defective Product Returns.  Defective Products are defined as:  Products purchased from Xerox eStore that are inoperable or do not function in accordance with the manufacturer’s specification AND are covered under the manufacturers warranty.

  • All defective returns are subject to more restrictive manufacturer return policies if any.
  • Customer may request an RMA from Xerox eStore for defective goods within 30 calendar days after delivery.
  • Upon receipt of the items Xerox may test the item and will return any Product found not to be defective to the Customer at the Customer’s expense.
  • On verification of the defect, Xerox may, at Xerox’s sole discretion, either:
    • Ship the Customer a replacement or,
    • Provide a credit equal to the lesser of either the Product’s invoice price, or current replacement value, less any applicable fees or charges.
  • Xerox reserves the right to require the Customer to return the defective Product directly to the manufacturer for replacement according to the manufacturer’s defective product policy.
  • Xerox is not obligated to repair, replace or issue credit for any Product rendered defective because of catastrophe, electrical surge, power failure, improper use, environmental extremes, improper use, maintenance, or use of improper parts.
  • Customer shall bear all risk of loss when returning defective Products.

Damaged Product Returns.  Damaged Products are defined as: Damaged Product returns are only for Products purchased from Xerox eStore and damaged in transit.

  • Customer shall refuse to accept any Product delivered in (obviously) damaged condition from the carrier
  • If the Product is received by the Customer and found to be damaged the Customer shall inform Xerox eStore as provided above and request an RMA for the damaged Product’s return within 3 business days of receipt of the Product.  Failure to so notify Xerox and request an RMA within the 3 business day period is deemed acceptance of the Product as of the date of shipment.
  • On verification of the damage, Xerox will ship the Customer a replacement.

Billing and Shipping Discrepancies.  Billing and Shipping Discrepancies are defined as: Products purchased from Xerox eStore that were invoiced or shipped incorrectly and includes:

  • Lost shipments
  • Short shipments
  • Wrong sales
  • Wrong shipments
  • Pricing / invoicing errors

Customer may request a RMA as provided above for a verified billing within 30 calendar day of the relevant invoice date or a RMA for a shipping discrepancy within 30 calendar days after delivery.

Title & Risk of Loss:  Title and risk of loss to Xerox Equipment and/or Third Party Hardware will pass to you upon shipment.  Upon passage to you of title to the Xerox Equipment and/or Third Party Hardware, you must comply with all applicable laws and regulations regarding the export of any commodity, technology and/or software.

Xerox Equipment Status:  Unless you are acquiring Previously Installed Xerox Equipment, Xerox Equipment will be either (1) "Newly Manufactured," which may contain some recycled components that are reconditioned; (2) "Factory Produced New Model", which is manufactured and newly serialized at a Xerox factory, adds functions and features to a product previously disassembled to a Xerox predetermined standard, and contains both new components and recycled components that are reconditioned; or (3) "Remanufactured", which has been factory produced following disassembly to a Xerox predetermined standard and contains both new components and recycled components that are reconditioned. 

Third Party Hardware may include materials that are new or reconditioned to like-new performance and functionality.



Intellectual Property Indemnity:  Xerox, at its expense, will defend you from, and pay any settlement agreed to by Xerox or any final judgment for, any claim that Xerox Equipment or Xerox Software 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 preapproves them in writing.  To avoid infringement, Xerox may modify or substitute an equivalent Xerox Equipment or Xerox Software, refund the price paid for the Xerox Equipment or the Xerox Software license (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 Equipment or Xerox Software being modified to your specifications or being used or sold with products not provided by Xerox.

For Third Party Products ordered hereunder, when Customer does not have a direct intellectual property indemnity for the Third Party Products and Xerox does have an intellectual property indemnity for such Third Party Products and is contractually permitted to do so, Xerox will pass its intellectual property indemnity for such Third Party Products through to the Customer.

Limitation Of Liability:  Xerox shall not be liable to you for any direct damages in excess of the amounts paid and to be paid under the applicable order under which the claim arose, and neither party shall be liable to the other for any special, indirect, incidental, consequential or punitive damages arising out of or relating to an order, whether the claim alleges tortious conduct (including negligence) or any other legal theory.  The above-stated limitation of liability shall not be applicable to any specific indemnification obligations set forth in these Terms and Conditions.  Any action you take against Xerox must be commenced within two (2) years after the event that caused it.

Force Majeure:  Xerox shall not be liable to you during any period in which its performance is delayed or prevented, in whole or in part, by a circumstance beyond its reasonable control, which circumstances include, but are not limited to, the following:  act of God (e.g., flood, earthquake, wind); fire; war; act of a public enemy or terrorist; act of sabotage; strike or other labor dispute; riot; misadventure of the sea; inability to secure materials and/or transportation; or a restriction imposed by legislation, or by an order, rule or regulation of any governmental entity.  If such a circumstance occurs, Xerox shall undertake reasonable action to notify you of the same.

Maintenance Services For Xerox Equipment:  If Customer acquires maintenance for Xerox Equipment under an order (“Maintenance Services”), Xerox or a designated servicer will provide the following Maintenance Services (unless Customer is acquiring Xerox Equipment for which Xerox does not offer Maintenance Services; such Xerox Equipment to be designated as “No Svc.”)

      a.   REPAIRS & PARTS.  Xerox will make repairs and adjustments necessary to keep Xerox Equipment in good working order (including such repairs or adjustments required during initial installation).  Parts required for repair may be new, reprocessed, or recovered.

      b.   HOURS & EXCLUSIONS.  Unless otherwise stated, Maintenance Services will be provided during Xerox’s standard working hours (excluding Xerox-recognized holidays) in areas within the United States, its territories, and possessions open for repair service for the Xerox Equipment at issue.  Customer agrees to give Xerox reasonable access to the Xerox Equipment.  Maintenance Services shall cover repairs and adjustments required as a result of normal wear and tear or defects in materials or workmanship (and shall exclude operator maintenance, and repairs or adjustments Xerox determines relate to or are affected by options, accessories, or other connected products not serviced by Xerox, as well as any non-Xerox alterations, relocation, service, supplies, or consumables).  Customer agrees to use Xerox Equipment in accordance with, and to perform all operator maintenance procedures for Xerox Equipment set forth in, the applicable manuals provided by Xerox.

      c.   INSTALLATION SITE & METER READINGS.  The Xerox Equipment installation site must conform to Xerox’s published requirements throughout the term of an order.  If applicable, Customer agrees to provide meter readings in the manner prescribed by Xerox.  If Customer does not provide Xerox with meter readings as required, Xerox may estimate them and bill Customer accordingly.

      d.   XEROX EQUIPMENT REPLACEMENT.  If Xerox is unable to maintain the Xerox Equipment as described above, Xerox will, as Customer’s exclusive remedy for Xerox’s failure to provide Maintenance Services, replace the Xerox Equipment with an identical product or, at Xerox’s option, another product of equal or greater capabilities. If a replacement Product is provided pursuant to this Section, there shall be no additional charge for its provision by Xerox and it shall be subject to the terms and conditions of this Agreement; provided however, if the replacement Product is not identical to the Product it replaces, there may be an additional charge for Maintenance Services for it during any renewal term of the applicable order.  The End of Service (“EOS”) date for a particular model of EOS Xerox Equipment is the date after which Xerox has no obligation to maintain such model of EOS Xerox Equipment.  Notwithstanding anything to the contrary set forth above, Xerox shall have no obligation to replace such EOS Xerox Equipment. An EOS Date Xerox Equipment List is available to Customer upon request.

      e.   CARTRIDGES.  If Xerox is providing Maintenance Services for Xerox Equipment utilizing cartridges designated by Xerox as customer-replaceable units, including copy/print cartridges and xerographic modules or fuser modules (“Cartridges”), Customer agrees to use only unmodified Cartridges purchased directly from Xerox or its authorized resellers in the United States and the failure to use such Cartridges shall void any warranty applicable to such Xerox Equipment.  Cartridges packed with Xerox Equipment and replacement Cartridges may be new, remanufactured or reprocessed.  Remanufactured and reprocessed Cartridges meet Xerox's new Cartridge performance standards and contain new and/or reprocessed components.  To enhance print quality, the Cartridge(s) for many models of Xerox Equipment have been designed to cease functioning at a predetermined point.  In addition, many Xerox 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.  Xerox Equipment configuration that permits use of non-newly manufactured original Xerox Cartridges may be available from Xerox at an additional charge.

      f.    PC/WORKSTATION REQUIREMENTS. In order to receive Maintenance Services and/or Xerox Software Support for Xerox Equipment requiring connection to a PC or workstation, Customer must utilize a PC or workstation that either (1) has been provided by Xerox or (2) meets Xerox’s published specifications.

    g.  RENEWAL.   Unless either party provides notice at least thirty (30) days before the end of the term of its intention not to renew Maintenance Services under an order for any Xerox Equipment, it will renew automatically for successive terms of the same number of months, terms and conditions and billing frequency as the original order.   Pricing for this renewal term shall be at Xerox’s then-current published pricing.

Third Party Hardware Maintenance:  Xerox will have no obligation whatsoever to provide Maintenance Services or otherwise maintain or support the Third Party Hardware or Third Party Software , whether during or after any manufacturer warranty period.

You may enter into a separate and distinct agreement for Third Party Hardware (including Third Party Software) maintenance and support with the Third Party Hardware manufacturer or a third party service provider.  Xerox recommends that you do so with the manufacturer or third party service provider authorized by Xerox.

Such manufacturer/third party service provider shall be solely responsible for the quality, timeliness and other terms and conditions of such maintenance/support services.  Xerox shall have no liability whatsoever for the acts or omissions of such manufacturer/third party service provider.

Software License:  The following terms apply to copyrighted software and the accompanying documentation, including, but not limited to, operating system software, provided with or within the Xerox Equipment acquired hereunder ("Base Software"), as well as Application Software.  Application Software is software that allows (a) Xerox Equipment to perform functions beyond those enabled by the equipment Base Software, or (b) Third Party Hardware to perform functions beyond those enabled by the operating system software for such Third Party Hardware.  This license does not apply to any Diagnostic Software or to any software/documentation accompanied by a clickwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement.

A.  Xerox grants you a non-exclusive, non-transferable license to use the Base Software within the United States, its territories, and possessions (the "United States") only on or with the Xerox Equipment with which (or within which) it was delivered.  For Application Software, Xerox grants you a non-exclusive, non-transferable license to use this software within the United States on any single unit of equipment for as long as you are current in the payment of any indicated software license fees (including any Annual Renewal Fees).  You have no other rights to the Base or Application Software and, in particular, may not: (1) distribute, copy, modify, create derivatives of, decompile, or reverse engineer this software; (2) activate any software delivered with or within the Xerox Equipment in an unactivated state; or (3) allow others to engage in same.  Title to the Base and Application Software and all copyrights and other intellectual property rights in it shall at all times reside solely with Xerox and/or its licensors (who shall be considered third-party beneficiaries of this Agreement's software and limitation of liability provisions).  Base and Application Software may contain, or be modified to contain, computer code capable of automatically disabling proper operation or functioning of the Xerox Equipment.  Such disabling code may be activated if:  (a) Xerox is denied reasonable access to the Base or Application Software to periodically reset such code; (b) you are notified of a default under the order or these Terms and Conditions; or (c) your license is terminated or expires.

B.  Xerox may terminate your license for any Base Software immediately if you no longer use or possess the Xerox Equipment or are a lessor of the Xerox Equipment and your first lessee no longer uses or possesses it.

C.  If you transfer possession of the Xerox Equipment after you obtained title to it, Xerox will offer the transferee a license to use the Base Software within the United States on or with it, subject to Xerox's then-applicable terms and license fees, if any, and provided the transfer is not in violation of Xerox's rights.

D.  Xerox warrants that the Base and Application 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 Base or Application Software will be free from errors or that its operation will be uninterrupted. 

Software Support:  During the period that Xerox (or a designated servicer) provides Maintenance Services for the Xerox Equipment or under a separate software support agreement, but in no event longer than five (5) years after Xerox stops taking orders from customers for the subject model of Xerox Equipment, Xerox (or a designated servicer) will provide software support for the Base Software under the following terms.  For Application Software licensed pursuant to an order and these Terms and Conditions, and provided that you have acquired Application Software support, Xerox will provide software support under the following terms provided you are current in the payment of all Initial License and Annual Renewal Fees (or, for programs not requiring Annual Renewal Fees, the payment of the Initial License Fee and the annual "Support Only" Fees).

A.  Xerox will assure that Base and Application Software performs in material conformity with its user documentation and will maintain a toll-free hotline during Xerox's standard working hours to answer related questions.

B.  Xerox may make available new releases of the Base or Application Software that primarily incorporate coding error fixes and are designated as "Maintenance Releases".  Maintenance Releases are provided at no charge and must be implemented within six (6) months after being made available to you.  Each new Maintenance Release shall be considered Base or Application Software governed by the Software License and Software Support provisions of these Terms and Conditions.   New releases of the Base or Application Software that are not Maintenance Releases, if any, may be subject to additional license fees at Xerox's then-current pricing and shall be considered Base or Application Software governed by the Software License and Software Support provisions of these Terms and Conditions (unless otherwise noted).  Xerox will not be in breach of its software support obligations hereunder if, in order to implement, in whole or in part, a new release of Base or Application Software provided or made available to you by Xerox, you must procure, at your expense, additional hardware and/or software from Xerox or any other entity.  You agree to return or destroy all prior releases.

C.  Xerox will use reasonable efforts, either directly and/or with its vendors, to resolve coding errors or provide workarounds or patches, provided you report problems as specified by Xerox.

D.  Xerox shall not be obligated (1) to support any Base or Application Software that is two or more releases older than Xerox's most current release, or (2) to remedy coding errors if you have modified the Base or Application Software.

Diagnostic Software:  Software used to maintain the Xerox Equipment and/or diagnose its failures or substandard performance (collectively "Diagnostic Software") is embedded in, resides on, or may be loaded onto the Xerox Equipment.  The Diagnostic Software and method of entry or access to it constitute valuable trade secrets of Xerox.  Title to the Diagnostic Software shall at all times remain solely with Xerox and/or Xerox's licensors.  You agree that (a) your acquisition of the Xerox Equipment does not grant you a license or right to use the Diagnostic Software in any manner, and (b) that unless separately licensed by Xerox to do so, you will not use, reproduce, distribute, or disclose the Diagnostic Software for any purpose (or allow third parties to do so).  You agree at all times to allow Xerox to access, monitor, and otherwise take steps to prevent unauthorized use or reproduction of the Diagnostic Software.

Third Party Software:  Third Party Software and, if applicable, support therefor, is provided pursuant to the terms of the third party’s customary end user license agreement and/or support agreement.

You acknowledge that Third Party Software, together with its accompanying documentation, is distributed by Xerox subject solely to the terms and conditions of the software license contained herein or any applicable separate End User License Agreement issued by the third party licensor to Xerox of such Third Party Software in either shrink-wrap, click-wrap or executable form (“EULA”).  Xerox distributes each such item of Third Party Software to you only upon the condition that you accept all of the terms contained in the applicable EULA as instructed therein.  You agree to read all EULA terms carefully before clicking to accept the terms, breaking the seal on the package of the Third Party Software and/or completing installation of the Third Party Software identified above, as applicable.  You acknowledge that clicking to accept the terms, breaking the seal on the package of Third Party Software, completion of installation of the Third Party Software and/or your failure to notify Xerox of non-acceptance as further provided herein shall confirm Your acceptance of such EULA terms and conditions.  WITH RESPECT TO THIRD PARTY SOFTWARE WHICH IS ENABLED AND MAY BE DISABLED WITH USE OF A SOFTWARE KEY, YOU ACKNOWLEDGE THAT THIS KEY IS UNIQUE TO YOU AND CONTAINS COMPUTER CODE CAPABLE OF AUTOMATICALLY DISABLING PROPER OPERATION OR FUNCTIONING OF SUCH THIRD PARTY SOFTWARE.  IF YOU DO NOT AGREE TO THE TERMS OF THE EULA, THEN XEROX IS UNWILLING TO LICENSE THE THIRD PARTY SOFTWARE TO YOU: IN THIS EVENT, YOU MUST, WITHIN THIRTY (30) DAYS OF PURCHASE, NOTIFY XEROX THEREOF, CONFIRM NON-INSTALLATION AND GRANT XEROX ACCESS TO THE THIRD PARTY HARDWARE TO DEACTIVATE AND DETECT, PREVENT OR RESTRICT UNLICENSED ACCESS TO THE THIRD PARTY SOFTWARE IN ORDER TO OBTAIN A REFUND OF THE THIRD PARTY SOFTWARE PRICE.

Notices:  All notices shall be given in writing and deemed effective upon receipt.  Notices to Customer will be sent to the billing address, or other address shown in the Customer's order.  Notices to Seller should be sent to the Seller's sales office identified by Seller as being responsible for the order.

Protection Of Xerox’s Rights:  Customer hereby authorizes Xerox or its agents to file, by any permissible means, financing statements necessary to protect Xerox’s purchase money security interest in purchased Xerox Equipment.

Export Restrictions:  Customer shall not export, re-export, or transfer, directly or indirectly any Product or technical data received hereunder, to any country or user to which such export, re-export, or transfer is restricted by United States or local country law or regulation without first obtaining any required governmental license, authorization, certification or approval.  If Customer resells or otherwise disposes of any Product or technical data purchased hereunder, it will comply with any export restrictions applicable to such transfer.  Seller shall have no liability for delayed delivery or non-delivery resulting from denial, revocation, suspension or governmental delay in issuance of any necessary export license or authority.

Assignment:  Customer may not assign or otherwise transfer its rights or obligations under these Terms and Conditions without the prior written consent of Seller.  No attempt to assign or transfer in violation of this provision will be binding upon Seller.

US Government Clauses:  Seller 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 Seller written acceptance.

Late Payment Charge:  For any payment not received by Xerox within ten (10) days of the due date as set forth herein, Xerox may charge, and you agree to pay, a late charge equal to the higher of five percent (5%) of the amount due or $25 (not to exceed the maximum amount permitted by law) as reasonable collection costs.

Default And Remedies:  If Customer defaults under an order and/or these Terms and Conditions, Xerox, in addition to its other remedies (including the cessation of Maintenance Services if applicable), may require immediate payment of all amounts then due (including all applicable Taxes), plus interest on all amounts due from the due date until paid at the rate of one and one-half percent (1.5%) per month (not to exceed the maximum amount permitted by law).  In addition, if you default under this Agreement, you agree to pay all of the costs Xerox incurs to enforce its rights against you, including reasonable attorneys' fees and actual costs.

Representations and Warranties:  Each party represents that, as of the date of an order, it has the lawful power and authority to enter into the order and these Terms and Conditions and, by doing so, it will not violate any law or other agreement to which it is a party.  You are not aware of anything that will have a material negative effect on your ability to satisfy your payment obligations under the order.

Miscellaneous:  The rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, USA (without regard to conflict-of-law principles).

You agree to the jurisdiction and venue of the federal and state courts in Monroe County, New York. In any action to enforce an order or these Terms and Conditions, the parties agree to waive their right to a jury trial.

If any provision of these Terms and Conditions is deemed to be unenforceable, illegal, or otherwise invalid, that provision and the remaining provisions will be enforced to the greatest extent possible.

Xerox may retain a reproduction (e.g., electronic image, photocopy, or facsimile) of any order, which shall be considered an original and shall be admissible in any action to enforce it and these Terms and Conditions. 

The failure of either party to enforce any provision of these Terms and Conditions shall not be construed as a waiver of such provision or the right thereafter to enforce each and every provision. No waiver by either party, express or implied, of any breach of these Terms and Conditions shall be construed as a waiver of any other breach of such Terms and Conditions.