PRINTRONIX

GENERAL TERMS AND CONDITIONS OF SALE

PRICES – Printronix prices are exclusive of taxes and duties and are based on FCA Nijmegen or CIP terms. For FCA Nijmegen shipments the freight and insurance costs are excluded from the price. For CIP shipments the freight and insurance costs are included in the price.

The standard minimum order amount (exclusive of taxes, freight and other charges) is US $1350.00, € 1000.00 or £ 850.00 for the respective ordering currency. Orders limited to spare parts only, are subject to a minimum order value of US $700.00, € 500.00 or £ 450.00.

Orders placed over the web (only applicable for Consumables and Spares) are subject to a standard minimum order amount of US$700.00, € 500.00 or £ 450.00. However, web orders limited to spare parts only are subject to a minimum order value of US $350.00, € 250.00 or £ 225.00.

Credit or Debit invoices with a value below US $30.00, € 25.00 or £ 21.00 will not be issued.

QUOTATION – Unless otherwise indicated therein, Printronix quotations shall be valid for thirty (30) calendar days of date of issuance.

PURCHASE ORDERS –Purchase orders must be in writing and must specify the purchase order number, part number, price and quantity of each product ordered, requested ship date, bill-to and ship-to address. Orders submitted pursuant to an unexpired quotation must also reference the special price number.

Customer’s submission of a purchase order in response to any quotation including these terms and conditions shall be deemed acceptance of these terms and conditions to the exclusion of any other terms or conditions appearing in such purchase order. Printronix’ acknowledgment of Customer’s purchase order is expressly made conditional upon Customer’s assent to these terms and conditions, which assent shall be presumed conclusively from Customer’s failure to promptly object in writing at least 1 day before the shipment takes place.

SCHEDULING OF SHIPMENTS- Customer may request in its order that products be shipped according to a specific shipping schedule, but Customer may not request that products be shipped later than three (3) months after the date of order. Printronix will schedule shipments based on Customer’s request and Printronix’ shipping capability at the time Customer’s order is accepted. Upon such acceptance, Printronix will issue a sales order acknowledgment, which will indicate the estimated shipping dates.

RESCHEDULING, CANCELLATION AND RESTOCKING – Customer may request that orders be rescheduled, cancelled or re-stocked only by written request submitted to Printronix EMEA Order Services. All such requests shall be subject to acceptance by Printronix.
Printronix may reject a request to reschedule a shipment if the new schedule does not conform to the requirements of the preceding section regarding scheduling of shipments.
Any request to cancel an order or order line(s), which request is received at or after the date the order has been processed for pick and pack or kitting , may be rejected as untimely or, at the option of Printronix, may be accepted subject to a charge for cancellation in the amount of fifteen percent (15%) of the purchase price of any product re-scheduled or cancelled.
A request to return products ordered, which request is received after the order or orderline(s) has been shipped from the Printronix plant, may be rejected or, at the option of Printronix may be accepted subject to payment of a re-stocking charge in the amount of fifteen percent (15%) of the purchase price of any product returned.
Terms and charges applicable to products subject to special quotation if different from those stated herein, will be as specified in the quotation.

SHIPPING AND DELIVERY- Printronix will use its best efforts to ship on or before the estimated shipping dates indicated in Printronix sales order acknowledgment. Printronix shall not, in any event, be liable for any delay or failure to deliver resulting from circumstances which are beyond Printronix’ reasonable control or which would cause Printronix to incur unreasonable expense in order to avoid such delay or to effect such delivery. Deliveries shall be made in the quantities specified in the Customer's Purchase Order. For consumable products, minor deviation in quantity may occur and is presumed accepted from Customer's failure to object in writing at least 1 day before shipment takes place. Minor deviations are defined as no more than 5% change from the ordered quantity on the Customer's Purchase Order.
Printronix applies delivery terms to be FCA Printronix shipping dock or CIP Customer’s location, depending on the agreement with the Customer.
Where FCA terms apply, Printronix will send the Customer and/or it’s forwarder a pick-up request once the shipment is ready. Customer is obliged to pick up the shipment within 2 European working days after the date the pick-up request has been send. Customer’s failure to pick up the shipment within 2 European working days, allows Printronix to select a carrier to pick up and deliver the shipment to the Customer, and charge the Customer with the related freight charges.
Where CIP terms apply, Printronix will send the shipment to the Customer using Printronix selected carriers. The freight and insurance cost is included in the purchase price.
Shipment discrepancies must be reported within 7 calendar days from date of receipt of the shipment. No returns will be accepted without prior written authorization from Printronix.

EXPORT RESTRICTIONS- Customer shall neither export or re-export, directly or indirectly, any product purchased hereunder, or the direct product thereof, to any country to which such export or re-export is restricted by United States law or regulation without the prior authorization, if required, of the office of Export Administration, Department of Commerce, Washington, D.C.

TITLE, RISK OF LOSS AND SECURITY INTEREST- Under shipment terms FCA and CIP, title and risk of loss for all products shall pass to Customer upon delivery of the products to the carrier at the Printronix shipping dock.
In case of shipping damages or product lost in transit, under CIP terms shipped product, the Customer must fill out a Claim Form Transport Insurance within 7 calendar days after receipt of the goods and return the form to Printronix EMEA Order Services for further handling with the Printronix insurance company. Such claims may be accepted or refused by the insurance company subject to their terms of insurance.
In case of shipping damages or product lost in transit, under FCA terms shipped product, the Customer must claim such damages with the carrier.

Products damaged or lost in transit as referred to in this article, either under FCA or CIP terms, will not be replaced by Printronix, however, Customer may at any time re-order such products. Also such instance does not dismiss the Customer from its obligation to pay the related invoice within the stated payment terms.

Printronix reserves a security interest in each product shipped until the entire amount due therefore has been paid.

TAXES- Any and all state and local sales, use, excise, privilege, and similar taxes imposed on Printronix or which Printronix has a duty to collect in connection with the sale, delivery, or use of any product will appear as separate items on the invoice and will be paid by Customer. If sales to Customer are exempt from such taxes, Customer shall furnish to Printronix a certificate of exemption or any other required document from the applicable taxing authority.

INVOICES AND PAYMENT- Printronix shall submit an invoice to Customer for each shipment at the time of shipment. Printronix shall submit an invoice to Customer for any charges (such as but no limited to restocking, cancellation, support, freight, etc) whenever such charge is assessed. All invoices shall be submitted to the bill-to address specified in Customer’s purchase order. Payment terms are cash in advance or, at the option of Printronix, net thirty (30) days from the date of the invoice. Any other payment terms are subject to acceptance in writing by Printronix. All payment shall be made in the original billing currency, except where contractual agreements specify otherwise.

Printronix retains the right to change its credits terms at any time upon notice to Customer when, in the opinion of Printronix, Customer’s financial condition or record of payment so warrants. Should Customer become delinquent in the payment of any amount due hereunder, Printronix, at its option and upon notice to Customer, may suspend performance under any outstanding order.

11. WARRANTY- Printronix warrants to its Customers that the products that it manufactures and sells will be free from (1) any encumbrances, and (2) defects in material and workmanship and that any part or parts found defective within one (1) year of original shipping date from Printronix facility shall be repaired or replaced at the option and expense of Printronix. Shipping costs to the Printronix facility shall be paid by the purchaser, and Printronix, at its sole discretion, may repair or replace such a part or parts and will return the item(s) at the expense of Printronix. This product warranty is applicable only if the product has had normal utilization within its specifications, has been utilized with Printronix approved parts, has not been modified or altered in a manner not approved by Printronix, and has been maintained in accordance with recommended maintenance procedures. Note that expendable parts, such as Toner, Developer Kit, Fuser, OPC Frame unit, Drum unit, Print head and parts, found to be damaged, as a result of operator error, are excluded from the warranty.

Purchaser’s remedies are expressly limited to Printronix obligations as stated above, and in no event shall Printronix be held liable for any incidental or consequential damages or loss of use, or other commercial loss, however occasioned.

This warranty is exclusive and in lieu of all other warranties expressed or implied including but not limited to any implied warranty or merchantability or fitness.

This warranty shall not apply to any defect, failure or damage caused by transportation damages, improper use or improper or inadequate maintenance and care. Printronix shall not be obligated to furnish service under this warranty: a) to repair damage resulting from attempts by personnel other than Printronix representatives to install, repair or service the product; b) to repair damage resulting from improper use or connection to incompatible equipment; or c) to service a product that has been modified or integrated with other products when effect of such modification or integrations increase the time of difficulty of serving the product.

THIS WARRANT IS GIVEN BY PRINTRONIX IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. PRINTRONIX AND ITS VENDORS DISCLAIM ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

PRINTRONIX ‘RESPONSIBILITY TO REPAIR OR REPLACE A DEFECTIVE PRODUCT IS THE SOLE AND EXCLUSIVE REMEDY PROVIDED TO THE CUSTOMER FOR BREACH OF THIS WARRANTY. PRINTRONIX AND ITS VENDORS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IRRESPECTIVE OF WHETHER PRINTRONIX OR THE VENDOR HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

INFRINGEMENT- Printronix, at its expense, will defend Customer against any claim based on an allegation that a product furnished hereunder infringes a patent or copyright of another in the United States, and Printronix will pay any resulting costs, damages, and attorneys’ fees finally awarded against Customer that are attributable to such claim or will pay the part of any settlement that is attributable to such claim; provided, that 1) Customer notifies Printronix promptly in writing of the claim, 2) Printronix is permitted to control the defense or settlement of the claim, and 3) Customer cooperates reasonably in such defense or settlement at Printronix’ expense.

In its defense or settlement of any such claim, Printronix may 1) procure for Customer the right to continue using the product, 2) modify the product so that it becomes non-infringing, or 3) replace the product with an equivalent product not subject to such claim. If the use of any product furnished hereunder is enjoined and none of the preceding alternatives is reasonably available to Printronix, Printronix will provide Customer an opportunity to return the product and receive a refund of the purchase price paid, less a reasonable allowance for use.

Printronix shall have no liability to Customer for claims of infringement based upon 1) the use of any product in combination with any product not supplied by Printronix or 2) the use of any product designed, manufactured, modified to the specifications of Customers.

The foregoing states the entire obligations and liability of Printronix with respect to infringement and claims thereof.

LIMITATION OF LIABILITY – EXCEPT AS PROVIDED IN THE PRECEDING SECTION REGARDING INFRINGEMENT, IN NO EVENT SHALL PRINTRONIX OR ITS VENDOR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF CUSTOMER’S PURCHASE OR USE OF ANY PRODUCT, EVEN IF PRINTRONIX OR THE VENDOR HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

WAIVER- The failure of either party to enforce at any time any provision of these terms and conditions shall not be construed to be a waiver of such provision or the right thereafter to enforce each and every provision. No waiver by either party, either express or implied, of any breach of any of these terms and conditions shall be construed as a waiver of any other breach of such term or condition.

ASSIGNMENT- Customer may not assign or otherwise transfer its rights or obligations hereunder without the prior written consent of Printronix. No attempt to assign or transfer in violation of this provision shall be valid or binding upon Printronix.

GOVERNING LAW- The rights of the parties hereunder shall be governed by the laws of the State of California.

ATTORNEYS FEES- If litigation is commenced by either party to enforce any provision of any contract including these terms and conditions, the prevailing party shall be entitled to recover reasonable costs and attorneys’ fees.

NOTICES- All notices required or authorized by these terms and conditions shall be given in writing and shall be deemed effective upon receipt. Notices to Customer shall be send to the address shown in Customer’s order. Notices to Printronix shall be send to Printronix EMEA Order Services.
OTHER AGREEMENTS- These Terms and Conditions will apply for all received purchase orders unless Printronix and the Customer have otherwise agreed upon in writing.

“Seller certifies that in the production of the Articles and/or the performance of the services covered by this invoice of the Fair Labor Standards Act of 1938 as amended.”

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