INTRODUCTION: The terms and conditions which follow control your legal rights with respect to all Products purchased from Xerox Direct. All Products are sold by the Xerox Corporation ("Xerox") and purchased by you. You may have additional rights under the laws of your state. By placing an order on the Xerox Direct website, submitting a purchase order, or placing an order over the phone, you agree to be bound by and accept these terms and conditions ("Agreement"). Xerox reserves the right to alter these terms and conditions of the Agreement at any time, without prior notice to you.

1. PRODUCTS. As used in these terms and conditions, the term "Products" collectively refers to all equipment, accessories, parts, services, software, consumables and supplies ordered from Xerox Direct. Products may include materials that are new or reconditioned to like new performance and functionality. Products that have a ‘U’ designation are used products that have been refurbished to original factory specifications (see Clearance Center for details). To enhance print quality, print cartridge(s) for many models of equipment have been designed to cease functioning at a predetermined point. In addition, many equipment models are designed to function only with cartridges that are newly manufactured original Xerox cartridges or with cartridges intended for use in the U.S.

2. PRICING; ORDERS AND TAXES. Prices are in U.S. Dollars and are exclusive of taxes, shipping, and insurance. All orders are subject to acceptance by Xerox. Orders may not be cancelled or rescheduled without Xerox’s consent, which consent may be given by Xerox in its sole discretion. Unless you provide Xerox with a valid and correct tax exemption certificate applicable to your purchase and the ship-to location, you are responsible for any and all state and local sales, use, excise, privilege and other taxes associated with the order. You may purchase a maximum of five (5) refurbished solid ink Products per month.

3. SHIPPING AND DELIVERY; TITLE; RISK OF LOSS; AND INSTALLATION. Shipping and handling charges are in addition to the Product prices, unless otherwise stated at the time of sale. Xerox will ship to a single street address (no deliveries to Post Office Boxes) based on availability and shipping capability. Xerox may make partial shipments. Title to all Products (except for software) and risk of loss pass from Xerox to you upon tender to the carrier. Xerox reserves a security interest in each Product until the entire amount due has been paid. Products are customer-installable unless installation is expressly included in the Product description or added as a separate item on an order.

4. PAYMENT. Payment must be made by credit card in U.S. Dollars. Cards accepted are Visa, MasterCard, and American Express. Shipment of your order is subject to approval of the financial institution that issued your card. If your card and purchase are accepted and approved, you agree to pay your obligations to your credit card issuer as required under the terms of your agreement with the issuer. Xerox will issue an invoice or order confirmation to the billing address specified in your order that provides confirmation of credit card charges applied to your card. You agree to pay any collection expenses, including reasonable attorney fees, expenses, and court costs, incurred by Xerox to collect any unpaid amounts.

5. SOFTWARE. If your order includes software Products ("Licensed Software"), such Licensed Software is provided by Xerox to you subject to an end user license agreement that is provided in the packaging or is agreed to when the Licensed Software is installed. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. If no separate end user license agreement is provided, the following terms shall apply: Xerox grants you a non-exclusive, non-transferable license to use the Licensed Software within the United States, its territories, and possessions for as long as you are current in the payment of any indicated fees (including any annual renewal fees). If Licensed Software is delivered with or within equipment, Licensed Software may only be used on or with such equipment. You have no other rights to Licensed Software and, in particular, may not (1) distribute, copy, modify, create derivatives of, decompile, or reverse engineer Licensed Software; (2) activate any software delivered in an unactivated state; or (3) allow others to engage in same. Title to Licensed Software and all copyrights and other intellectual property rights in it shall at all times reside solely with Xerox or its licensors (who shall be considered third-party beneficiaries hereof). Licensed Software may contain, or be modified to contain, computer code capable of automatically disabling proper operation or functioning of Licensed Software and/or any equipment with or within which it was delivered. Such disabling code may be activated if (a) Xerox is denied access to Licensed Software to periodically reset such code, (b) you otherwise breach any term hereof, or (c) your license is terminated or expires. Xerox may terminate your license for Licensed Software upon the termination or expiration of any agreement under which you have acquired Licensed Software and/or any equipment with or within which Licensed Software is used. If you transfer possession of equipment that contains Licensed Software, Xerox will offer the transferee a license to use the Licensed Software within the United States on or with it, subject to Xerox’s then-applicable terms and license fees, if any, and provided that the transfer is not in violation of Xerox’s rights. Xerox warrants that the Licensed Software will perform in material conformity with its user documentation for a ninety (90) day period from the date it is delivered or, for software installed by Xerox, the date of software installation. Neither Xerox nor its licensors warrant that the Licensed Software will be free from errors of that its operation will be uninterrupted.

6. WARRANTIES. THE LIMITED WARRANTIES FOR NEW (EXCLUDING DISCONTINUED OR CLEARANCE) XEROX-BRAND PRODUCT, IF ANY, AS WELL AS ANY DISCLAIMERS APPLICABLE THERETO, ARE SHIPPED WITH THE PRODUCT OR ARE PROVIDED IN A SEPARATE WARRANTY STATEMENT (SEE http://www.office.xerox.com/services/warranty_terms.html#Terms FOR COMPLETE TERMS AND CONDITIONS OF APPLICABLE WARRANTY STATEMENTS AND OPTIONAL SERVICE AGREEMENTS) . THE LIMITED WARRANTIES FOR REFURBISHED, DISCONTINUED OR CLEARANCE XEROX-BRAND PRODUCT, IF ANY, AS WELL AS ANY DISCLAIMERS APPLICABLE THERETO, ARE AVAILABLE FOR DOWNLOAD AND PRINTING PRIOR TO PURCHASE AND MAY BE SHIPPED WITH THE PRODUCT. THESE WARRANTIES, IF ANY, ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. XEROX DISCLAIMS, AND YOU WAIVE, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. XEROX MAKES NO WARRANTIES FOR NON-XEROX BRAND PRODUCT AND SUCH PRODUCT IS SOLD "AS IS" AND THE APPLICABLE WARRANTY, IF ANY, IS PROVIDED BY THE MANUFACTURER. XEROX’S RESPONSIBILITY TO REPAIR OR REPLACE A DEFECTIVE XEROX-BRAND PRODUCT OR PROVIDE A PARTIAL REFUND IS THE SOLE AND EXCLUSIVE REMEDY PROVIDED TO YOU FOR A BREACH OF ANY WARRANTY APPLICABLE TO THE PRODUCT. THE XEROX TOTAL SATISFACTION GUARANTEE IS NOT AVAILABLE FOR REFURBISHED, DISCONTINUED OR CLEARANCE PRODUCTS.

7. INTELLECTUAL PROPERTY INFRINGEMENT. Xerox, at its expense, will defend you from, and pay any settlement agreed to by Xerox or any final judgment for, any claim that a Xerox brand Product infringes a third party’s U.S. intellectual property rights provided you promptly notify Xerox of the alleged infringement and permit Xerox to direct the defense. Xerox is not responsible for any non-Xerox litigation expenses or settlements unless it pre-approves them in writing. To avoid infringement, Xerox may modify or substitute an equivalent product, refund the price paid for the Xerox brand Product (less the reasonable rental value for the period it was available to you), or obtain any necessary licenses. Xerox is not liable for any infringement-related liabilities outside the scope of this Section, including but not limited to, infringement based upon a Xerox brand Product being modified to your specifications or being used or sold with products not provided by Xerox.

8. YOUR INDEMNITY TO XEROX. You agree to indemnify, defend and hold Xerox harmless, including Xerox's officers, directors, agents, employees, affiliates, successors and assigns, from any claim, demand, or cause of action (including reasonable attorneys fees, expenses and court costs) arising from: (a) your modification(s) of and/or addition(s) to Product(s); (b) your breach of this Agreement, (c) your omissions, misrepresentations, or negligence, and (d) the Products sold by you damage a third party to the extent such claim is based on (i) your modification of and/or addition to the Products, misuse or abuse of the Products, negligence or breach of any provision in this Agreement; (ii) your failure to abide by all applicable laws, rules, regulations and orders that affect the Products; (iii) your omission, misrepresentation, or negligence, or (iv) you or your end-users’ intentional harm to any person or property.

9. LIMITATION OF LIABILITY. XEROX SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT DAMAGES IN EXCESS OF THE AMOUNT INVOICED HEREUNDER AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ORDER ISSUED HEREUNDER, WHETHER THE CLAIM ALLEGES TORTIOUS CONDUCT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY EVEN IF OTHER PARTY HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

10. COMPLIANCE WITH LAWS. You agree to comply with all applicable laws and regulations of the various states and of the United States and/or any other country of competent jurisdiction regarding the export or re-export of any commodity, technology, technical data and/or software. You shall not export, directly or indirectly, any technical data acquired hereunder or any Products utilizing such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.

11. U.S. GOVERNMENT CLAUSES. Xerox is a "commercial item" manufacturer and supplier as defined in Part 2 of the Federal Acquisition Regulations (FAR) and will accept those clauses required to be included in the acquisition of commercial items by FAR Part 12. Tailored clauses and any additional terms and conditions as described in FAR 12.302 require Xerox’s written acceptance.

12. MISCELLANEOUS. Unless you have a separate purchase agreement with Xerox, this Agreement constitutes the entire agreement as to its subject matter and supersedes all prior and contemporaneous oral and written agreements. Xerox expressly rejects any contrary or supplemental terms in any purchase order, acknowledgment or other documentation provided by you, and in the event of any conflict between the terms of this Agreement and any such documentation, the terms in this Agreement shall prevail unless specifically so stated otherwise in writing by Xerox. This Agreement is governed by the substantive laws of the State of New York, including the Uniform Commercial Code as adopted thereunder, without regard to their conflict-of-law principles. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. You may not assign or otherwise transfer your rights or obligations under this Agreement without the prior written consent of Xerox. No attempt to assign or transfer in violation of this provision will be binding upon Xerox. If a court finds any term of this Agreement to be unenforceable, illegal, or otherwise invalid, that provision and the remaining provisions will be enforced to the greatest extent possible. The failure of either party to enforce any provision of these terms and conditions or any other provision of this Agreement will not be construed as a waiver of such provision or the right thereafter to enforce each and every provision. All changes to this Agreement must be made in a writing signed by both parties. The amendment, cancellation, or termination of this Agreement will not affect the outstanding obligations of either party.

SHIPPING ADDRESSES:

A given order may ship to a single address in the 50 United States.

We cannot ship to other destinations outside the United States, or to a Post Office Box.

To ship items to more than one address requires multiple orders, one per address. For each new shipping address, you must enter billing information, even if it is the same as for the previous address. This is a security precaution to protect against misuse of your account.

DELIVERY TIMEFRAME:

Orders placed for in-stock items will generally ship the same business day if placed prior to 5:00 PM Eastern Time. Delivery timeframe depends on the shipment method chosen.

There are three shipping choices:

• Standard Shipping (Ground),
• Second Day Air Shipping, and
• Overnight Air Shipping.

Standard shipping takes 3 to 7 business days, Second Day Air takes 2 business days, and Overnight Air takes 1 business day.

Shipments to Alaska and Hawaii are by Air only, and may take up to one extra business day.

Items may be shipped by a variety of carriers and a given order may be split to expedite delivery. There is no increase in the shipping and handling charge for a split shipment.

In general, items that are in-stock will ship immediately, and backordered items will ship as they become available. An estimate of shipping time for each item will be provided on the Order Confirmation page prior to final order submission. Delivery timeframe is a good faith estimate, not a guarantee. Xerox will not be liable for any loss, damage, cost, or expense related to any delay in shipping or delivery.

SHIPPING:

Shipping charges will be listed separately on the order confirmation statement, and shipment invoice. Charges vary by type of shipment method, and value of the order.

A table of shipping costs listed by shipment method and order value appears below.

Shipment method is explicitly chosen during the checkout process.

Shipment of any order may be split to expedite delivery. This will not increase shipping costs. If an order is split into multiple shipments, you will be notified of each shipment.

SHIPPING CHARGES:

RETURNS PROCESS:

At Xerox, we value our relationship with you and want to make sure that you are satisfied with your purchases. Under our return policy, products purchased at Xerox Direct that are unopened and undamaged may be returned for credit within 30 calendar days from original invoice date for a credit or a refund of the purchase price paid, less shipping and handling and applicable restocking fees of up to fifteen (15) percent. Refused shipments of valid orders may also be subject to restocking fees.

All returns must have a RETURN AUTHORIZATION NUMBER assigned prior to shipment. NO returns of any type will be accepted without a Return Authorization number. Call 1-888-247-5107 to obtain a return authorization or with questions regarding the return policy. For faster service, please have the following information on hand when calling: invoice/order number, Item number and serial number (if applicable), and nature of the problem.

Return shipping address:

XEROX CORPORATION
XEROX DIRECT RETURNS
XEROX DIRECT RMA #: (Place your RMA number on this line)
BLDG 83 WEST DOCK
26600 SW PARKWAY
WILSONVILLE, OR 97070

• You must ship the products to Xerox within five business days of the date that Xerox issues the Return Authorization Number.
• Your Return Authorization number must appear clearly on the shipping label on the outside of the return shipment.
• You must return products to Xerox in their original packaging, in new condition along with any media, documentation, and all other items that were included in the original shipment, prepay shipping charges, and insure the shipment or accept the risk of loss or damage during shipment.
• If the product or any of the product parts, components or accompanying items have been used or are missing or damaged, we may reject the return or charge you an additional fee, at Xerox's discretion.
• We are not responsible for lost or stolen packages. All authorized returns must include a shipment tracking number. Subsequent to an approval authorization, a credit to an account or issuance of a check may take up to 45 days.
• Xerox strongly recommends that you fully insure your return shipment in case it is lost or damaged and use a carrier that can provide you with proof of delivery for your protection.

If we made a mistake, and shipped you the wrong item, we will ship a replacement, and reimburse your costs associated with returning the incorrect item.

Refurbished products: Refurbished products are not eligible for return unless product was originally received damaged or defective (see below for details).

Defective and DOA (dead on arrival) product returns: Items that are defective may be repaired or replaced at the discretion of Xerox. If you believe an item you received is defective and within its warranty period, call Technical Support at 1-800-835-6100 and select the technical support option in order to troubleshoot / verify the failure. Only the Technical Support hotline can issue repair or replacement authorization on defective items.

Damaged Products: If a product arrives damaged, please refuse the product upon original delivery attempt. If damaged products are accepted from the carrier, such damage should be noted on the carrier delivery record. Please save the product and the original box and packaging and notify Xerox Direct (888-247-5107) immediately to arrange for a carrier inspection and a pick up of damaged products. Timely receipt of this information is necessary for Xerox to file a damage claim.

PRICES:

The prices that will be charged for each item are shown in the shopping cart, and in the order confirmation pages.

Item prices do not include shipping & handling or sales tax.

Unless the customer provides a valid tax exemption certificate for the state in question, state and local sales taxes will be applied based on shipping address.

Shipping and handling charges and taxes will be listed separately on order confirmation pages and invoices.

For the purposes of calculating sales tax, shipping and handling charges are considered a part of the sale.

PAYMENT OPTIONS:

Payment may be made by credit card. Cards accepted are Visa, MasterCard, and American Express. Customer may also qualify for other financing options offered through Xerox Direct. To learn more about financing options available through Xerox Direct, call 866-495-6750.

Shipment of Customer's order is subject to approval of the financial institution that issued Customer's card.

If Customer's card and purchase are accepted and approved, Customer agrees to pay its obligations to its credit card issuer as required under the terms of Customer's agreement with the issuer.

Customers will be subject to the terms and conditions of the stated in applicable contracts related to customers' chosen means of payment.

SALES TAX:

Xerox Corporation is registered to do business in all states.

We are required by law to collect sales taxes based on the state of destination unless we have proper tax exemption certification on file from the bill-to customer for the ship-to state.

TAX EXEMPT CUSTOMERS:

Sales tax will be charged until you complete the submission of your tax exemption certification.

To request tax exempt account setup, you must use this request form and follow the instructions on the form.

If you are not signed in, you will be asked to sign in prior to completing this form.

If you have not yet placed an order, you will have to sign in as a new customer, and provide enough information to set up an account.

Once you have confirmation that your certification is on file, you may claim and receive credit for sales taxes charged.

Send order details, a copy of your tax exempt confirmation e-mail and specific credit request to customercare@xeroxdirect.com

By signing up for the program, participants are expressly agreeing to the terms and conditions set forth on the website referenced above. Void where prohibited or restricted by law. Xerox Direct makes no guarantees that program participants will be contacted before printing supplies are needed or that Xerox Direct will be able to fulfill and deliver an order before a print device runs out of supplies. Participants must download the Information Collection Agent software, agree to the end-user license agreement, and install the software on a network connected PC. The software collects and reports data on all print devices located on a participant’s network, including non-Xerox devices. Xerox Direct may cancel the program or modify the program terms and conditions at any time.

Program participants are required to keep Xerox Direct updated with current contact information (contact person, mailing address, e-mail address, phone number, and fax number). Xerox Direct will use reasonable efforts to contact program participants Monday through Friday during normal business hours (9:00 a.m. to 5:00 p.m. Pacific Time), excluding Xerox holidays. Xerox Direct receives a low supplies message from the Information Collection Agent. If participant has signed up for coverage of non-Xerox devices, please be advised that not all non-Xerox devices are eligible for the program. To confirm whether a non-Xerox device is eligible, please call Xerox Direct at 888-247-5107.

Xerox is not responsible for lost, interrupted or unavailable Website network server or other connections, miscommunications, delays, failed telephone or computer or telephone transmissions or technical failure, jumbled, scrambled or misdirected transmissions, software malfunctions, or other error of any kind whether human, mechanical or electronic.

XEROX SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT DAMAGES IN EXCESS OF $1,000 AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE PROGRAM, WHETHER THE CLAIM ALLEGES TORTIOUS CONDUCT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY EVEN IF OTHER PARTY HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

Any purchases of supplies under this program will be governed by the standard Xerox Direct terms and conditions of sale listed above. To cancel your participation in this program, please call Xerox Direct at 888-247-5107.

Xerox Direct customers who are active members of the Concierge program receive free ground shipping on all supplies orders placed at Xerox Direct.

Existing Xerox Direct customers who have active accounts may make referrals under this program.

Referring customers will receive a $50 credit in their account for each new customer who purchases Xerox brand equipment through Xerox Direct. The credit will appear in the referring customer’s account within 60 days of the date the new customer completes their purchase.

New customers will receive a $50 credit within 60 days after completing and paying for a purchase of Xerox brand equipment through their newly established Xerox Direct account. This credit may be used by the new customer for future purchases only. Customers who have existing Xerox Direct accounts are not eligible to be a "new customer" under this program.

In order for the referring customer to receive a credit, the referring customer must provide their name and e-mail address (or Xerox Direct customer number) to the prospective customer at the time of referral.

The prospect must establish a Xerox Direct account and provide the referring customer’s name and e-mail address (or Xerox Direct customer number) when creating the account.

If a referring customer or new customer fails to use the credit within six months of receiving the credit, the credit will automatically be terminated. Credits cannot be refunded and have no cash value. Xerox Direct is not responsible for unclaimed or unused credits.

The referring customer may refer an unlimited number of new customers for the duration of this program. This program is intended for referrals of potential new customers that the referring customer personally knows. You shall not post anything related to this program or offer on any public or group forums or website of any kind. You also agree to abide by the Xerox privacy policy located at www.xerox.com/privacy. You may not violate any laws or Xerox policies, including those against the sending of unsolicited commercial e-mail.

Xerox Direct may cancel this program or modify its terms at any time. Unless extended in Xerox Direct’s sole discretion, this program expires December 31, 2008, and all required actions must be completed by both the referring customer and new customer by such date to qualify for the benefits of the program. Any purchases will be governed by the standard Xerox Direct terms and conditions of sale. Void where prohibited or restricted by law. If you have any questions about the program, call Xerox Direct at 888-247-5107.

Xerox shall have no liability whatsoever for any claims, losses, actions, damages, suits or proceedings resulting from your participation in this program. You shall indemnify and hold Xerox harmless against all third party claims, demands, suits, actions, judgments, losses, costs, damages (direct, indirect and consequential), attorney's fees and expenses that Xerox may sustain or incur by reason of any breach or alleged breach of any term or condition of this program and for any act or omission of you which are in any way related to this program.