R2003-150 AUTHORIZING CONTRACT - Laserfiche WebLink

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� � , s 1 � � HTE VAR Product Agreement HTE,Y.►R Additional Terms Order,Delivery and Installation This is a custom order. If you cancel an order for Products within 10 business days prior to their shipment date,then you agree to pay any costs we incur for such cancellation, including cancellation charges we are assessed by our suppliers. However, you may not cancel an order after the Products have been shipped,and you may not cancel an order for Subscriptions after they have begun. We bear the risk of loss for each Product until it is delivered to you.Thereafter,you assume the risk of loss.You must install all Programs and you must install Machines designated as Customer-set-up by the manufacturer.The manufacturer will install all other Machines. Within 10 business days of their delivery, you may return any Products that are defective on arrivai and cannot be installed. Otherwise, if you wish to return any Products which are not defective and have never been installed,then you must first obtain our written consent and agree to pay any return charges we are assessed by our suppliers. Some Products may not be returnable. Following their installation, you may only return the Products under the provisions of the manufacturer's warranty. Payment and Assignment You agree to pay applicable sales taxes or supply exemption documentation. You are responsible for personai property taxes for all Products from the date they are shipped to you. We invoice the Products when they are shipped.We invoice Subscriptions when they are processed.We will apply your down payment to the invoice amount(the"Invoice AmounY'),which will include the price of Products plus shipping charges and applicable sales taxes and the price for the Subscription.The balance of the Invoice Amount is due within 30 days of the invoice date.Amounts past due will be assessed a late payment charge of 7.5%per month,which you agree to pay. Alternatively, you may assign your obligation to pay the Invoice Amount to the IBM Credit Corporation (ICC). You agree to sign an ICC Certificate of Acceptance, accepting Products within 10 days of their delivery and accepting the Subscriptions. The ICC Certificate of Acceptance constitutes payment to us of the Invoice Amount. We will return your down payment, net of any cancellation or return charges, when we receive payment from ICC. Other than this express permission, you may not assign, or otherwise transfer, this Agreement or your rights under it,or delegate your obligations,without our prior written consent.Any attempt to do so is void. Title and License We transfer title to Machines to you when we(a)receive the total Invoice Amount due and (b)you return any removed parts that become our property during a feature or model upgrade.The application, use and other aspects of the Programs and the Subscriptions are solely governed by the terms and conditions of the applicable agreement between you and the manufacturer. If you fail to pay the Invoice Amount, including late payment charges, then we may remove and repossess the Machine without notice or demand,and we may request the manufacturer to cancel the Program license or Subscription. Warranty All warranties with regard to the Products or the Subscriptions are provided directly by the manufacturer to you. We warrant only that we are authorized to supply Products and the Subscriptions. THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND WE MAKE NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. We do not warrant uninterrupted or error-free operation of any Product. Limitation of Liability If you are entitled to recover damages from us, in each instance, regardless of the basis on which damages can be claimed,we are liable only for actual damages caused by a Product in an amount no greater than the price you have paid for the Product that is the subject of the claim. Under no circumstances are we responsible for(a) loss of,or damage to,your programs, records or data; or(b)special, incidental, consequential or other indirect damages(including lost profits or savings),even if we are informed of their possibility. Disputes The laws of the State of Georgia govern this Agreement.Any controversy or claim rising out of or relating to this Agreement, or the breach of this Agreement, shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association at a hearing in Atlanta, Georgia. A judgment of a court having jurisdiction may be entered upon the arbitrator's award. The prevailing party, in addition to all other sums to which it may be entitled, is entitled to recover from the other party the reasonable expenses(including attorney fees)relevant to the claim. 1275367J2