Terms And Conditions

1. Definitions. As used in these General Terms and Conditions:

• “Customer” means the individual or entity identified in the Purchase Order.
• “GSC” means Graphic Systems Corporation, or its affiliate as identified in the Purchase Order
• “Products” means the products, goods, equipment, and related accessories sold by GSC to Customer as identified in the Purchase Order.
• “Purchase Order” means the written order acknowledgement issued by GSC to which these Terms are attached and into which these Terms are incorporated by reference. All references to a Purchase Order shall include these Terms.
• “Services” means the services to be provided by GSC to Customer as identified in the Purchase Order.
• “Software” means any software developed and/or licensed to Customer that is described in a Statement of Work.
• “Statement of Work” means the “statement of work” (or similar document) referenced in the Purchase Order that outlines the work requirements for a specific project related to any Products identified in the applicable Purchase Order, any Software to be developed and/or licensed in connection with the applicable project and defines liabilities, responsibilities and work agreements between GSC and Customer.
• “Terms” mean these General Terms and Conditions, including all addendums, exhibits and schedules attached to these Terms.

2. General. The Purchase Order sets forth the terms and conditions for the sale of Products or provision of Services GSC to Customer, each as applicable and as identified in the Purchase Order. Customer’s agreement to the Purchase Order can be made by any commercially reasonable means, including Customer’s return of a duplicate copy of the Purchase Order or Customer’s acceptance of the Products and/or Services, as applicable. GSC will not be obligated to satisfy any Purchase Order unless and until it accepts the Purchase Order, as evidenced by the signature of a duly authorized representative of GSC. GSC reserves the right to refuse to accept any Purchase Order in its absolute discretion, with no liability to Customer. After acceptance by GSC, no Purchase Order may be canceled or modified by Customer without GSC’s prior written approval.

3. No Alternate or Additional Terms. GSC’s acceptance of any Purchase Order is expressly conditioned on the Customer’s agreement with these Terms. No additional or other terms will be binding on GSC unless accepted in a writing signed by a duly authorized representative of GSC. Without limiting that general statement: (a) if the Purchase Order is deemed to be an offer by GSC, Customer’s acceptance is strictly limited to these Terms, and GSC hereby notifies Customer of its objection to any additional or different terms in any other document or otherwise included with Customer’s acceptance of the Purchase Order; (b) if the Purchase Order is construed as Customer’s acceptance of GSC’s offer, this acceptance is expressly conditioned on Customer’s assent to any additional or different terms, as contained in these Terms, from those contained in Customer’s offer; and (c) if Customer uses its own purchase order or other form to order from GSC, such form will be used for convenience only and will evidence Customer’s unconditional agreement to these Terms, and any additional terms or conditions contained therein are objected to by GSC. GSC’s failure to object to specific provisions contained in any Customer orders or other communications will not be deemed a waiver of any of these Terms. Customer’s order is accepted only at the prices and terms indicated on the Purchase Order (including these Terms), irrespective of any prices or terms quoted by GSC or listed on a purchase order or other writings.

4. Entire Agreement. The Purchase Order (including these Terms, any appendices, and any other attachments hereto referenced in the Purchase Order) contains the entire agreement between Customer and GSC with respect to the matters contained herein, and no course of dealing or usage of trade or actual course of performance will be relevant to explain or supplement any term used herein. Any other oral or written agreements, understandings, or communications between the parties with respect to the subject matter hereof will be null and void.

5. Credit Approval. Shipment, delivery, and performance of all Products and/or Services hereunder are subject to the approval of GSC’s credit department. GSC may at any time decline to make any shipment or delivery or perform any work except upon receipt of payment in advance or upon such other payment terms as are acceptable to GSC’s credit department.

6. Pricing. The price and/or fees, as applicable, for the Products and/or Services is as stated in the Purchase Order.

7. Payment. GSC will invoice Customer for all Products and Services supplied under the Purchase Order. Unless stated otherwise in the Purchase Order (for example, if the Purchase Order provides for payment based on achievement of milestones or provides for payment on timing-based progress as work is completed), Customer will pay the full purchase price for any Products and the full fees (including license fees) and expenses for any Services within 30 days of the invoice date. Outstanding balances not paid when due will be charged a late fee of 1.5% of the outstanding balance during all or any portion of the month (or the maximum amount permitted by law), payable on the last day of each calendar month. Customer will pay all of GSC’s costs of collection and/or repossession, including reasonable attorneys’ fees, in the event Customer fails to make any payment when due. If shipments or Services are delayed by Customer, or because Customer’s account is in arrears, payments will become due on the date that GSC notifies Customer that it is prepared to make shipment or provide Services. Any Products held by GSC for Customer will be at Customer’s sole risk and expense.

8. Taxes and Other Charges; Permits and Authorizations. Unless stated otherwise in a Purchase Order, all prices and fees included on any invoice issued by GSC exclude any packaging, shipping, transportation, insurance, taxes, fees, customs duties, and other charges related thereto. Customer shall be responsible for and shall pay all such charges. Customer shall obtain and complete, at its expense, any authorizations, permits, import licenses or other documents that may be required in order to import Products into the country of destination.

9. Delivery. GSC will select the carrier to deliver any Products delivered under this Purchase Order. Delivery dates or shipping schedules are approximate and based on the most recent information available to GSC from the manufacturer as of the date of the Purchase Order and may be adjusted from time to time. Any installation, assembly or connection of Products will be at Buyer’s sole and separate expense unless expressly included as paid Services under the Purchase Order.

10. Risk of Loss/Damage in Transit. All shipments will be F.O.B. (UCC) GSC’s shipping point. Upon delivery by GSC to a carrier for shipment of Products to Customer, risk of loss will pass to Customer and the carrier will be deemed to be acting for and on behalf of Customer and the terms of payment for the Products will not be affected by damage to or destruction of the Products.

11. Cancellation; Return of Products. The Purchase Order is not cancelable after it has been accepted by GSC. Except as provided in Paragraph 13 below or as permitted by any written warranty included with a Product, Products may be returned only if authorized by GSC in writing, which may be given or withheld in its sole discretion. Returns may be subject to a restocking or other fee.

12. Security Interest. Title to Products will not pass to Customer until GSC has received full payment for such Products from Customer. Customer hereby grants GSC and GSC hereby retains a continuing purchase money security interest in all Products, whether currently in Customer’s possession or hereafter acquired, together with any and all proceeds of sale or other disposition thereof. Customer authorizes GSC to execute and file one or more financing statements pursuant to the UCC in force in Customer’s state of formation (or Customer’s state of residence if Customer is an individual) in a form satisfactory to GSC to evidence GSC’s security interest granted hereunder and will take such other steps as requested by GSC to perfect such security interests. If Customer defaults in its payment obligations under the Purchase Order, GSC may declare all amounts owed immediately due and will have the remedies of a secured party under the Uniform Commercial Code. Customer agrees to pay GSC’s reasonable attorneys’ fees and court costs for the collection of any amounts owing to GSC hereunder or incurred in the repossession of Products.

13. Inspection and Approval; Non-Conforming Services or Product Shipments.

Customer will be responsible for inspecting all Products upon delivery and for approving all Services upon performance thereof. If any Products delivered hereunder do not conform to the Purchase Order solely with respect to the quantity or type of Products ordered (a “Non-Conforming Shipment”), Customer must so notify GSC in writing within 5 calendar days after its receipt of such Products, which notification shall include an explanation of the discrepancy (a “Non-Conformance Notice”). A failure to send such Non-Conformance Notice within such 5 calendar day period shall be deemed a waiver and release by Customer of any claim with respect to any Non-Conforming Shipment. If Customer timely delivers a Non-Conformance Notice, GSC shall promptly investigate the Products subject to the Non- Conformance Notice. If GSC determines after investigation that it either shipped the wrong Products to Customer or shipped an insufficient quantity of Products to Customer, GSC shall, at its expense, accept return of any incorrect Products shipped and, in its sole discretion, either (a) ship to Customer such Products as necessary to correct the non-conformance, or (b) refund to Customer the price paid with respect to any Products not properly shipped to Customer. The foregoing shall be Customer’s sole and exclusive remedy with respect to any Non-Conforming Shipment. Any other claims with respect to Products shall be addressed exclusively in Paragraph 15 below.

If Customer believes that any Services do not conform to a Purchase Order, Customer must so notify GSC in writing within 15 calendar days of completion of the applicable Services, which notification shall include an explanation of the discrepancy (also a “Non-Conformance Notice”). A failure to send such Non-Conformance Notice within such 15 calendar day period will be deemed a waiver and release by Customer of any claim with respect to such Services, and GSC will have no liability or responsibility for any damages relating to or arising from such Services. If GSC determines after investigation that the subject Services do not conform, GSC’s sole obligation to Customer shall be, at GSC’s election, to either (a) reperform the non-conforming Services at its expense, or (b) refund to Customer all fees paid with respect to such Services.

14. Customer Obligations. Except as otherwise set forth in the Purchase Order, Customer will (a) be responsible for obtaining at its expense all equipment, tools, software, designs, documentation, technical information, and other materials as necessary for Customer to utilize any Products, Services, and/or Software; (b) provide and assist GSC in accessing personnel, staff, premises, computer systems, applications, and other materials as reasonably required by GSC to perform any Purchase Order; and (c) otherwise generally be responsible for cooperating with GSC in its performance of each Purchase Order. If GSC’s performance of any Purchase Order is prevented or delayed by any act or omission of Customer, GSC will not be deemed in breach of its obligations under such Purchase Order or otherwise be liable for any costs, charges, or losses sustained or incurred by Customer arising from such prevention or delay.

15. Limited Warranty.

1. Products Warranty. The sole warranty for any Products sold and delivered under any Purchase Order is the written and published warranty included with such Product. To the extent any such warranty is a manufacturer’s warranty that GSC is able to pass through to Customer, GSC agrees to, and hereby does, pass through such manufacturer’s warranty to Customer, and GSC further agrees to provide reasonable assistance with Customer’s efforts to make a warranty claim against the manufacturer of such Products to the extent Customer encounters any issues with such Products that are covered by such manufacturer’s warranty.
2. Services Warranty. With respect to Services, GSC warrants that the Services will be performed in a professional manner consistent with prevailing industry standards. However, except as expressly set forth in any PurchaseOrder, GSC provides no guarantee of any specific result.
3. Software Warranty. With respect to Software, any warranty related to such Software will be set forth in the Statement of Work. If there is no warranty set forth in the Statement of Work, no warranty of any kind is provided with respect to such Software.
4. No Other Warranty. CUSTOMER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH 15, NO WARRANTY, IS MADE BY GSC WITH RESPECT TO ANY PRODUCTS, SERVICES, OR SOFTWARE. CUSTOMER HEREBY WAIVES ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED AT COMMON LAW, BY CONTRACT, BY STATUTE, OR OTHERWISE, AND ANY AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, GSC MAKES NO WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE DESCRIPTION OF PRODUCTS, SERVICES, AND/OR SOFTWARE CONTAINED IN ANY PURCHASE ORDER IS FOR THE SOLE PURPOSE OF IDENTIFYING THE APPLICABLE PRODUCTS, SERVICES, AND/OR SOFTWARE, AND IS NOT A WARRANTY.

16. Limitation on Liability. IN NO EVENT WILL GSC BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES OF ANY KIND FROM ANY CAUSE ARISING OUT OF OR RELATED TO THE PRODUCTS, SERVICES, OR SOFTWARE, OR THEIR INSTALLATION OR THE USE OR INABILITY TO USE ANY OF THE FOREGOING, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF USE, GOODWILL OR BUSINESS INTERRUPTION OR DAMAGES OF ANY KIND BASED UPON A CLAIM FOR BREACH OF WARRANTY OR FOR FAULTY WORKMANSHIP OR MATERIALS.

GSC’S AGGREGATE LIABILITY UNDER ANY PURCHASE ORDER SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCTS, SERVICES, AND/OR SOFTWARE SET FORTH THEREIN. Customer acknowledges that GSC’s fulfilment of any Purchase Order is in reliance on the limitations of liabilities and the disclaimers of warranties set forth herein, which form an essential basis of the bargain between the parties. GSC’s liability for damages will be limited and excluded as set forth in these Terms, even if any exclusive remedy fails of its essential purpose.

17. Term and Termination.

Except as otherwise specified in a Purchase Order, the term of any Purchase Order begins on the date accepted by GSC and continues in effect until performance of such Purchase Order is complete unless earlier terminated in accordance with these Terms. Either party may cancel or terminate all or any portion of a Purchase Order: (a) if the other party fails to perform its obligations thereunder or breaches any of these Terms and does not correct such failure or breach within 30 days (or such shorter time as is commercially reasonable under the circumstances) after receipt of written notice from the other party; or (b) if the other party becomes insolvent, makes an assignment for the benefit of credits, or is the subject of bankruptcy, receivership, or dissolution procedures. In addition, the parties may mutually terminate all or any portion of a Purchaser order upon their mutual agreement.

Upon any termination of any Purchase Order: (i) GSC will immediately cease providing Products and/or Services under the terminated Purchase Order and under any related Statement of Work; and (ii) Customer must pay GSC for all Products and/or Services delivered and/or provided in accordance with these Terms through the date of termination, including a pro rata amount for any work-in process and partial performance.

Any provisions of these Terms which, by its nature, should apply after any termination or expiration of any Purchase Order will survive any such termination.

18. Non-Waiver. In the event of a default by the Customer under a Purchase Order, GSC may decline to make further shipments or provide any additional Services without in any way affecting its rights or obligations. The failure of GSC to insist in any instance on the performance of any of the terms, covenants or conditions of a Purchase Order, or to exercise any right, will not be construed as a waiver or relinquishment of (a) any right, term or condition of such Purchase Order, (b) the future performance of any term, covenant or condition or (c) any of GSC’s legal remedies hereunder.

19. Export Restrictions. Customer hereby acknowledges and agrees that Products and/or Software may be subject to applicable export control and trade sanctions laws, regulations, rules and licenses, including without limitation those of the United States of America, the European Union and its member states, and Japan ("Export Control and Sanctions Rules"). The customer must comply with all applicable Export Control and Sanctions Rules. Customer will not (and will ensure that none of its affiliates will) use, sell, resell, export, re- export, dispose of, disclose or otherwise deal with Products or Software, directly or indirectly, to any country, destination or person without first obtaining any required export license or other governmental approval, and completing such formalities as may be required by Export Control and Sanctions Rules.

The customer will not do anything which would cause GSC to be in breach of the Export Control and Sanctions Rules. GSC reserves the right to refuse to perform any order or to cancel any Purchase Order at its sole discretion if GSC believes that Customer has failed to comply with its obligations hereunder.

20. Indemnification. Customer will indemnify, defend, and hold harmless GSC and its affiliates from and against any and all liabilities, claims, damages, losses, penalties, costs or expenses (including without limitation reasonable attorneys’ fees) arising out of or relating to (a) any breach by Customer of any Purchase Order; (b) any acts and/or omissions of Customer (and/or its employees, agents, end users, or parties acting on its or their behalf) relating to Products after title has passed to Customer, including without limitation transportation, loading, unloading, storage, handling, processing, or other use of Products; (c) any misuse by Customer of any Products, Services, or Software; and (d) any violations of applicable law, regulation, or rules by Customer.

21. Force Majeure. An event of force majeure (“Force Majeure”) is an event, circumstance, or occurrence (or the consequences thereof) that is beyond the control of GSC and which delays or interferes with the sale, delivery, performance, or functionality of Products, Services, and/or Software. The occurrence of an event of Force Majeure will be considered sufficient justification for delay in making shipment or delivery or in performance, in whole or in part, until such event ceases to exist, and the applicable Purchase Order shall be deemed suspended as long as such event prevents or delays performance, provided that prompt notice (normally within 14 days of the occurrence of the event) of the beginning and end of any such event be given by GSC to Customer. Should such an event last longer than three months from the date that Customer is notified of its occurrence, Customer may elect to cancel the Purchase Order by written notice to GSC.

22. Assignment. Each Purchase Order will be binding upon and incur to the benefit of the successors and assigns of GSC and Customer. Customer may not assign any Purchase Order without GSC’s prior written consent.

23. Enforceability. If any term of these Terms, or the application thereof to any person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of these Terms and the application thereof shall not be affected thereby, and each provision of these Terms shall be valid and enforceable to the fullest extent permitted by law.

24. Governing Law; Arbitration. Each Purchase Order, and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Illinois, exclusive of conflict or choice of law rules. The parties acknowledge that each Purchase Order evidences a transaction involving interstate commerce. Notwithstanding the application of substantive Illinois law, any arbitration conducted pursuant to the terms of such Purchase Order shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). Any dispute, claim, or controversy arising out of or relating to a Purchase Order or to the breach, termination, enforcement, interpretation, or validity thereof, including the determination of its scope or applicability, shall be determined exclusively by arbitration in Chicago, Illinois before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction.

In any arbitration arising out of or related to a Purchase Order, each party agrees that it is limited to deposing a maximum of three witnesses. Each party agrees it is limited to calling a maximum of three witnesses at the arbitration proceeding. The arbitrator shall award to the prevailing party the costs, experts’ fees and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. The arbitrator may not award either (1) any incidental, punitive, treble, consequential or indirect damages including, but not limited to, lost profits or lost enterprise value; or (2) lost profits of any kind. In the event that there is a conflict between the JAMS Streamlined Arbitration

Rules and Procedures and the Purchase Order, the rules and procedures for the arbitration set forth herein control.