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I
<br /> C, All other liabifity of Xerox With respect to arising from,or in 8.LEASE PAYMENT/INVOICING
<br /> .
<br /> connection with this agreement, or from the manufacture, A, ABSOLUTE OBLIGATION — This Agreement may(144
<br /> installation, inainteriance, repair or use of any Equipment, cancelled or terminated by Customer prior to the end of its
<br /> Operating System Software or supplies covered by or term except as expressly provided for herein. Customer's
<br /> furnished un.4 this agreerreint, whether In contract, or 'RI obligation to pay all sums required under this Agreement is
<br /> tort.or otherwise,is limited to amounts,.=id by Customer to absolute and unconditional and shall not be subject to abate-
<br /> '
<br /> Xerox pursuant to the tenms hereof. mem, reduction or set-off for any reason vvhatereiver,
<br /> O. Xerox shall not be liable for indirect,incidental or consequen- including, but not limited to, any claim of Customer arising f)
<br /> tial damages,including,but not limited to,loss of use,reve- out of the default of this Agreement.
<br /> nue or profit.Remedies set forth herein are exclusive. B. During the term of this Leese. Customer agrees to pay the
<br /> • E. Some states do not allow exclusion of implied warranties or number and amount of monthly installments as shown on the
<br /> limitations on how long an implied warranty lasts, so the Term Lease section of the Xerox Order Agreement as mini-
<br /> ,
<br /> above exclusion or limitation of implied warranties may not mum lease payments for Equipment„The first minimum lease
<br /> apply.Some states do not allow the exclusion or limitation of payment shall be due on the Commencement Date. Com-
<br /> incidental or consequential damages,so the above exclusion mencement Date for Equipment to be installed by Xerox sharp
<br /> , .
<br /> same day of the month in which the Equipment is
<br /> or limitation of incidental or consequential damages may not be the
<br /> apply. Limited warranties set forth above give Customer installed, in the month succeeding installation, Equipment
<br /> specific legal rights. Customer may have other rights which which is not to be installed by Xerox,Commencement Date
<br /> vary from state to state, shall be thirty(30)days after shipment of Equipment. Corn-
<br /> 6,ALTERATIONS.ATTACHMENTS AND SUPPUES mencernent Date for In-Place Equipment shall be the same
<br /> Customer agrees not to make any alterations or attachments to day of the month in which this Agreement is accepted by
<br /> Equipment without prior written consent of Xerox, Xerox in the month succeeding acceptance, Subsequent
<br /> If Equipment is altered by Customer,or a device is attached by lease payments for all Equipment shall be due on the same
<br /> Customer to Equipment, or Customer willies a supply item, day of each and every consecutive month thereafter for the
<br /> which,in the judgment of Xerox, increases the cost of mainte- term hereof.If the Commencement Date falls on the last day
<br /> ! fiance to be performed under this Agreement, Xerox will pro- of a month, subsequent payments shall be due on the last
<br /> pose either an incremental charge or request that Equipment be day of each succeeding month.Xerox will endeavor to sendl
<br /> returned to its standard configuration or that use of the supply Customer a monthly payment reminder, Customer agrees
<br /> item be discontinued. If, in Xerox' judgment, an alteration, at- that should Xerox encounter a delay in initiating preparation
<br /> tachment, or use of a supply Item affects the safety of Xerox' and mailing of such monthly payment reminders. Customer
<br /> personnel or Equipment users, Xerox shall notify Customer of may receive more than one such monthly payment reminder.
<br /> such safety problem and shall have the right to withhold service Minimum monthly lease payments are due re t rdless of at-
<br /> for Equipment until the unsafe condition is remedied, If Cus- ceipt of payment reminders.Customer also understands that
<br /> tomer,within five(5)days of such proposal or request,does not Customer may receive separate monthly payment reminders
<br /> agree In writing to such proposal or request or remedies unsafe for each item of Equipment the sum of which will total the
<br /> condition, Customer will be in default of its obligations under monthly minimum lease payment shown on the Term Lease
<br /> this Agreement as of such date. This paragraph shalt not apply section of the Xerox Order Agreement,
<br /> to the attachment of Xerox Electronic Printing Systems equip- C. (i) Customer also agrees to pay associated meter
<br /> ' meat to a host computer, charges(if any)In excess of the monthly,semi-
<br /> 7.PRICE annual or annual as applicable) allowance as
<br /> A, Prices are based upon the applicable Xerox Price Lists in set forth In the applicable Xerox Maintenance
<br /> effect upon Customer's execution of the order Agreement. Price List.
<br /> If, through no fault of Customer, Xerox is unable to deliver lie For Equipment having associated meter charges, Cue-
<br /> , Equipment within sixty (60) days, prices, terms and condi- tomer agrees to provide the meter readings to Xerox
<br /> • tions will remain unchanged until Equipment is available for promptly at the end of each month if the allowance is
<br /> delivery. If Customer does not accept delivery within sixty monthly, at the end of each six (6) month period if the
<br /> (60) days of Xerox' acceptance of this Agreement, Xerox allowance is semi-annual or at the end of each twelve(12)
<br /> reserves the right to change prices,terms and conditions,If month period if the allowance is annual, on forms pro-
<br /> . changes are unacceptable to Customer, Customer may, by vided by Xerox. Xerox shall have free access to Equip-
<br /> written notice received by Xerox prior to Equipment delivery, meat to ensure the accuracy of the meter r;..ing.
<br /> terminate this Agreement. Metered unit charges are invoiced post monthly,at the
<br /> 8. Customer agrees to pay Equipment transportation and/or end of each six month period or annually(as applicable),
<br /> placement charges(if applicable)at Xerox'rates in effect at upon receipt of Customer's meter read, except that if
<br /> . the time of Customer's execution of the Xerox Order Agree- Customer's meter read is not timely received by Xerox,
<br /> merit pertaining to this transaction. Equipment removal charges may be estimated by Xerox and invoiced accord-
<br /> charges (if any)will be paid by Customer at Xerox' rates in ingly. Meter charges are prorated during any allowance
<br /> effect at the time of such Equipment removal, In addition, period that Equipment is installed for less than the full
<br /> Customer agrees to pay for rigging(where adequate physical allowance period, based on a thirty (30) day month,
<br /> access is not available)and for expenses resulting from car- 180-day six month period or three hundred and sixty
<br /> her delay or aborted delivery caused by Customer. (3; )day year. Such invoices for meter charges are due
<br /> C. Xerox shall have the right to increase the maintenance corn- and payable upon receipt.
<br /> ponent of the minimum monthly lease payments (including D. If a Customer fails to pay Xerox when due any amounts re-
<br /> moter charges, if applicable) payable by Customer without quired to be paid hereunder,Customer shall be in default and
<br /> prior nobs.,effective one year after the Effective Date of this agrees to "y to Xerox a late charge, where permitted, of
<br /> Agreement and at the end of every twelfth (12th) month one percent(1%)per month of the unpaid amount due until
<br /> thereafter,However,no increase of the maintenance compo- paid, or maximum late charge otherwise .,:.nrnittrxl by male
<br /> nent of the minimum monthly lease,.:,-yment shall exceed ten cable law after expiration of any statutorily required grace
<br /> percent (10%) of the maintenance component of the mini- period,
<br /> mum monthly lease payment (including meter charges, if 9.TITLE/SECURITY INTEREST/RISK OF LOSS
<br /> applicable)In effect immediately prior to such increase. A. Except as expressly set forth in this Agreement,Equipment ej
<br /> D. For Customers receiving Xerox government pricing, is,and shall at all times be and remain the sole and exclusive
<br /> notwithstanding Paragraph 7.C.above. Xerox shall have the property of Xerox;Customer shall have no right,title or inter-
<br /> right to change minimum monthly tease payments without
<br /> est therein or thereto. All replacements, substitutions end
<br /> prior notice,upon expiration of the current government price repairs thereto shall become a component .-rt of Equipment
<br /> list applicable to Customer and at the end of every twerfth
<br /> and title thereto shall be immediately vested in Xerox and
<br /> (12th)month thereafter.Amount of such charge shall be cal- shall be inciud■■under the terms hereof.
<br /> culated in the=^me manner described in Paragraph 7,C,
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