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<br />Page 1 of 2 XFS-CPI-11.11.17
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<br />Cost Per Image Agreement
<br />Xerox Financial Services LLC
<br />201 Merritt 7
<br />Norwalk, CT 06851
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<br />1. Definitions. The words “you” and “your” mean the legal entity identified in “Customer Information” above, and “XFS,” “we,” “us”, “Owner” and “our” mean Xerox Financial Services LLC. “Party” means you or XFS, and “Parties” means both you and XFS. “Supplier” means the entity identified as “Supplier” above. “Acceptance Date” means the date (a) Supplier and you determine Equipment is operating satisfactorily and is available for your use, or (b) Equipment identified by Supplier as being installable by you is delivered to your premises. “Agreement” means this Cost Per Image Agreement, including any attached Equipment schedule. “Commencement Date” will be a date after the Acceptance Date, as set forth in our first invoice, for facilitating an orderly transition and to provide a uniform billing cycle. “Discount Rate” means 3% per annum. “Equipment” means the items identified in “Equipment” above and in any attached Equipment schedule, plus any Software (defined in section 3 hereof), attachments, accessories, replacements, replacement parts, substitutions, additions and repairs thereto. “Excess Charges” means the applicable excess image charges. “Interim Period” means the period, if any, between the Acceptance Date and the Commencement Date. “Interim Payment” means one thirtieth of the Base Payment multiplied by the number of days in the Interim Period. “Payment” means the Base Payment specified above, which may include an amount payable to Supplier under the Maintenance Agreement to account for the Monthly Image Allowances listed above, the Excess Charges (unless otherwise agreed by you, Supplier and XFS), Taxes and other charges you, Supplier and XFS agree will be invoiced by XFS. “Maintenance Agreement” means a separate agreement between you and Supplier for maintenance and support purposes. “Origination Fee” means a one-time fee of $125 billed on your first invoice, which you agree to pay, covering origination, documentation, processing and certain other initial costs for the Agreement. “Term” means the Interim Period, if any, together with the Initial Term plus any subsequent renewal or extension terms. “UCC” means the Uniform Commercial Code of the State of Connecticut.
<br />2. Agreement, Payments and Late Payments. You agree and represent all Equipment was selected, configured and negotiated by you based upon your judgment and has been, or is being, supplied by Supplier. At your request, XFS will acquire same to lease to you hereunder and you agree to lease same from XFS. The Initial Term commences on the Commencement Date. You agree to pay XFS the first Payment plus any applicable Interim Payment no later than 30 days after the Commencement Date; each subsequent Payment shall be payable on the same date of each month thereafter. If any Payment is not paid in full within 5 days after its due date, you will pay a late charge of the greater of 10% of the amount due or $25, not to exceed the maximum amount permitted by law. For each dishonored or returned Payment, you will be assessed the applicable fee, which shall not exceed $35. Restrictive covenants on any method of payment will be ineffective.
<br />3. Equipment and Software. To the extent that the Equipment includes intangible property or associated services such as software licenses, such intangible property shall be referred to as “Software.” You acknowledge and agree that XFS has no right, title or interest in the Software and you will comply throughout the Term with any license and/or other agreement (‘Software License”) with the supplier of the Software (“Software Supplier”). You are responsible for determining whether any Software Licenses are required, and entering into them with the Software Supplier(s) no later than the Acceptance Date. YOU AGREE THE EQUIPMENT IS FOR YOUR LAWFUL BUSINESS USE IN THE UNITED STATES, WILL NOT BE USED FOR PERSONAL, HOUSEHOLD OR FAMILY PURPOSES, AND IS NOT BEING ACQUIRED FOR RESALE. You will not attach the Equipment as a fixture to real estate or make any permanent alterations to it.
<br />4. Non-Cancellable Agreement. THIS AGREEMENT CANNOT BE CANCELLED OR TERMINATED BY YOU PRIOR TO THE END OF THE INITIAL TERM. YOUR OBLIGATION TO MAKE ALL PAYMENTS IS ABSOLUTE AND UNCONDITIONAL AND NOT SUBJECT TO DELAY, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM OR RECOUPMENT FOR ANY REASON WHATSOEVER, IRRESPECTIVE OF THE PERFORMANCE OF THE EQUIPMENT, SUPPLIER, ANY THIRD PARTY, OR XFS. Any pursued claim by you against XFS for alleged breach of our obligations hereunder shall be asserted solely in a separate action; provided, however, that your obligations under this Agreement shall continue unabated.
<br />5. End of Agreement Options. If you are not in default and if you provide no greater than 150 days and no less than 60 days’ prior written notice to XFS, you may, at the end of the Initial Term or any renewal term (“End Date”), either (a) purchase all, but not less than all, of the Equipment by paying its fair market value, as determined by XFS in its sole but reasonable discretion (“Determined FMV”), plus Taxes, or (b) return the Equipment within 30 days of the End Date, at your expense, fully insured, to a continental US location XFS specifies. You cannot return Equipment more than 30 days prior to the End Date without our consent. If we consent, we may charge you, in addition to all undiscounted amounts due under this Agreement, an early termination fee. If you have not elected one of the above options, this Agreement shall renew for successive 3-month terms. Either party may terminate the Agreement as of the end of any 3-month renewal term on 30 days’ prior written notice and by taking one of the actions identified in (a) or (b) in the preceding sentence of this section. Purchase options shall be exercised with respect to each item of Equipment on the day immediately following the date of expiration of the Term of such item, and by the delivery at such time by you to XFS of payment, in form acceptable to XFS, of the amount of the applicable purchase price. Upon payment of the applicable amount, XFS shall transfer our interest in the Equipment to you on an “AS IS, WHERE IS,” “WITH ALL FAULTS” basis, without representation or warranty of any kind.
<br />6. Equipment Return. If the Equipment is returned to XFS, it shall be in the same condition as when delivered to you, except for ordinary wear and tear and, if not in such condition, you will be liable for all expenses XFS incurs to return the Equipment to such “ordinary wear and tear” condition. IT IS SOLELY YOUR RESPONSIBILITY TO SECURE ANY SENSITIVE DATA AND PERMANENTLY DELETE SUCH DATA FROM THE INTERNAL MEDIA STORAGE PRIOR TO RETURNING THE EQUIPMENT TO XFS. YOU SHALL HOLD XFS HARMLESS FROM YOUR FAILURE TO SECURE AND PERMANENTLY DELETE ALL SUCH CUSTOMER DATA AS OUTLINED IN THIS SECTION.
<br />7. Equipment Delivery and Maintenance. You should arrange with Supplier to have the Equipment delivered to you at the location(s) specified herein, and you agree to execute a Delivery & Acceptance Certificate at XFS’s request (and confirm same via telephone and/or electronically) confirming when you have received, inspected and irrevocably accepted the Equipment, and authorize XFS to fund Supplier for the Equipment. If you fail to accept the Equipment, you shall no longer have any obligations under this Agreement; however, you remain liable for any Equipment purchase order or other contract issued on your behalf directly with Supplier. Equipment may not be moved to another location without XFS’s prior written consent, which shall not be unreasonably withheld. You agree that you will not take the Equipment out of service during the Term. You shall permit XFS or its agent to inspect Equipment and any maintenance records relating thereto during your normal business hours upon reasonable notice. You represent you have entered into a Maintenance Agreement to maintain the Equipment in good working order in accordance with the manufacturer’s maintenance guidelines and to provide you with Equipment supplies. You acknowledge that XFS is acting solely as an administrator for Supplier with respect to the billing and collecting of the charges under any Maintenance Agreement. XFS IS NOT LIABLE FOR ANY BREACH BY SUPPLIER OF ANY OF ITS OBLIGATIONS TO YOU, NOR WILL ANY OF YOUR OBLIGATIONS UNDER THIS AGREEMENT BE MODIFIED, RELEASED OR EXCUSED BY ANY ALLEGED BREACH BY SUPPLIER.
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<br />Supplier Name-Address:
<br />Owner: XEROX FINANCIAL SERVICES LLC – 201 Merritt 7, Norwalk, CT 06851 Agreement Number:
<br />CUSTOMER INFORMATION CUSTOMER Full Legal Name: Phone:
<br />Billing Address: Contact Name:
<br />City: State: Zip Code: Contact Email:
<br /> EQUIPMENT QTY MODEL and DESCRIPTION
<br />MONTHLY IMAGE ALLOWANCE* EXCESS IMAGE CHARGE**
<br />B&W COLOR B&W COLOR
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<br />
<br />
<br />
<br />Meter Billing Frequency (Monthly unless checked): (Other): * Included in Base Payment ** Plus applicable taxes
<br />TERM BASE PAYMENT - (Monthly frequency unless otherwise noted) Equipment Location (if different from Billing Address):
<br />Initial Term:
<br /> (in months) Base Payment (plus applicable taxes): $ Frequency: Monthly Quarterly Annually
<br />CUSTOMER ACCEPTANCE
<br />BY YOUR SIGNATURE BELOW, YOU ACKNOWLEDGE THAT YOU ARE ENTERING INTO A NON-CANCELLABLE AGREEMENT AND THAT YOU HAVE READ AND AGREED TO ALL
<br />APPLICABLE TERMS AND CONDITIONS SET FORTH ON PAGES 1 AND 2 HEREOF.
<br />Authorized Signer X: Date: Federal Tax ID # (Required):
<br />Print Name: Title:
<br />OWNER ACCEPTANCE
<br />Accepted By: Xerox Financial Services LLC Name and Title: Date:
<br />TERMS & CONDITIONS
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