COST PER COPY AGREEMENT TERMS AND CONDITIONS
This is a non-cancelable agreement
2. RENTAL AGREEMENT. You agree to rent the equipment described in this Cost per Copy
agreement (collectively “Equipment”). This Agreement will begin on the commencement date
listed in the Cost Per Copy Agreement (CPC). You agree to pay us any required Security
Deposit when you sign this Agreement. Your CPC Payment consists of the Periodic Equipment
Payment and the Periodic Supply Maintenance Payment. The Excess Charge Per Copy is the
variable charge for maintenance services and supplies (as set forth in this Agreement) for
copies in excess of Minimum Copy Requirement for the applicable period. Unless otherwise set
forth in this Agreement, each CPC payment is due and payable monthly. The Minimum Monthly
Payment is due whether or not you receive an invoice from us. Excess Charge Per Copy
amounts are payable as invoiced by us following the end of each Billing Period. If in any period
you make fewer copies than the Periodic Copy Requirement, you cannot carry over that amount
to any other period. We have the right to increase, without written notice, the Periodic Supply
Maintenance Payment and the Excess Charge per Copy on an annual basis. You will provide us
with accurate meter readings for each item of Equipment when and by such means as we
request. YOU AGREE THAT WE MAY ESTIMATE THE NUMBER OF COPIES PRODUCED IF
A METER READING IS NOT RECEIVED BY US WITHIN 5 DAYS OF THE DATE WE
SPECIFY. IF AN ACTUAL METER READING IS RECEIVED WITHIN 90 DAYS OF THE
BILLING DATE FOR THE EXCESS COPIES, AN ADJUSTMENT WILL BE MADE.
NOTHWITHSTANDING ANY ADJUSTMENT, YOU WILL NEVER PAY LESS THAN THE
PERIODIC CPC PAYMENT. Single copy charges apply up to 8.5" x 14". For efficient and
electronic meter reading, RJY utilizes specialized software that reports current meter readings
on all print devices connected to your Network. Customer agrees that meters may be accessed
and reported in this manner. Should the number of scans exceed the total of all prints and
copies, we reserve the right to invoice these excess scans at $.0025 per scan. You will make all
payments required under this Agreement to us at the address we may specify in writing. Unless
a proper exemption certificate is provided applicable sales and use taxes will be added to the
Payment. If any Payment is not paid when due, you will pay us a late charge of up to 15% of the
amount of the payment or $15.00 whichever is greater (or such lesser rate as is the maximum
rate allowed under applicable law). You also agree to pay $35.00 for each returned check.
Restrictive endorsements or additional terms on checks you send to us will not reduce your
obligations to us.
4. TITLE; RECORDING. We are the owner of and will hold title to the Equipment. You will keep
the Equipment free of all liens and encumbrances.
5. USE. You shall use the Equipment in a careful and proper manner in conformance with
manufacturer’s specifications and all laws, ordinances and regulations in any way relating to the
possession or use of the Equipment. Customer represents that these products are NOT acquired
for personal, family, or household purposes.
6. INDEMNIFICATION. You are responsible for any loses, damages, penalties, claims, suits and
actions (collectively “Claims”), whether based on a theory of strict liability or otherwise caused by
or related to the installation, ownership, maintenance, use, rental, possession, or delivery of the
Equipment. You agree to reimburse us for and, if we request, to defend us against any Claims.
7. ASSIGNMENT. You agree not to sell, assign, transfer or sublease the equipment or your
interest in this Agreement. We may, without notifying you, sell, assign, or transfer this Agreement
and our rights to the Equipment. The rights of the assignee will not be subject to any claim,
defense or set-off that you may have against us.
8. LOSS OR DAMAGE. You are responsible for any loss, theft, destruction of, or damage to, the
Equipment (collectively “Loss”) from any cause at all, whether or not insured, until it is delivered
to us at the end of this Agreement. You are required to make all CPC payments even if there is
a Loss. You must notify us in writing immediately of any Loss. Then, at our option, you will either
(a) repair the Equipment so that it is in good condition and working order, eligible for any
manufacturer’s certification, or (b) pay us the amount equal to the net present value of all unpaid
CPC Payments for the remainder of the term plus the present value of our anticipated residual
interest in the Equipment, each discounted at 5% per year, compounded annually, plus all other
amounts due or that may become due under this Agreement. If you have satisfied your
obligations under this Section 9, we will forward to you any insurance proceeds that we receive
for lost, damaged, or destroyed Equipment. If you are in default, we will apply any insurance
proceeds we receive to reduce your obligations under Section 16 of this Agreement.
G72500
Order #
9. TAXES AND FEES. You agree to show the Equipment as “Leased Property” on all personal
property tax returns. You will pay when due, either directly or to us upon our demand, all taxes,
fines and penalties relating to this Agreement or the Equipment that are now or in the future
assessed or levied by any state, local or government authority.
10. EQUIPMENT LOCATION; RETURN. You will keep and use the Equipment only at the
Equipment Location shown in this Agreement. You may not move the Equipment without our prior
written consent. You will provide adequate space and electrical services for the operation of the
Equipment. You will not make any alterations, additions or replacements to the Equipment without
our prior written consent. All alterations, additions or replacements will become part of the
Equipment and our property at no cost or expense to us. Upon the expiration or earlier
termination of this Agreement, you will deliver the Equipment to us, in good condition, full working
order and in complete repair, except ordinary wear and tear. We will pick up the Equipment
provided that the Equipment is in our servicing territory. If the Equipment is outside our servicing
territory, you will crate, insure, and ship the Equipment, in good working condition, to us by means
we designate, with all expenses to be prepaid by you. You will be responsible for any damage to
the Equipment during shipping.
11. RENEWAL. Unless you give us at least 30 days written notice before the end of the initial
term or any renewal term of this Agreement, this Agreement will automatically renew for an
additional one year renewal term. During such renewal term(s) the CPC Payment will remain the
same (subject to the annual adjustment provided in Section 2 above). We may cancel an
automatic renewal term by sending you written notice 10 days prior to such renewal term.
12. YOUR REPRESENTATIONS. You state for our benefit that as of the date of this Agreement;
(a) you have the lawful power and authority to enter into this Agreement; (b) the individuals
signing this Agreement have been duly authorized to do so on your behalf; (c) by entering into
this Agreement you will not violate any law or other agreement to which you are a party; (d) you
are not aware of anything that will have a material negative effect on your ability to satisfy your
obligations under this Agreement; and (e) all financial information you have provided us is true
and accurate and provides a good representation of your current financial condition.
13. YOUR PROMISES. In addition to the other provisions of this Agreement, you agree that
during the term of this Agreement (a) you will promptly notify us in writing if you move your
principal place of business, if you change the name of your business, or if there is a change in
your ownership; (b) you will provide to us such financial information as we may reasonably
request from time to time; and (c) you will take any action we reasonably request to protect our
rights in the Equipment and to meet your obligation under this Agreement.
14. DEFAULT. You will be in default under this Agreement if any of the following events occur: (a)
you fail to make any CPC payment or other sum when due; (b) you fail to comply with any other
term or condition of this Agreement or any other agreement between us, or fail to perform any
obligation imposed upon you relating to this Agreement or any such other agreement; (c) you
become insolvent, you dissolve or are dissolved, you assign your assets for the benefit of your
creditors, you sell, transfer or otherwise dispose of all or substantially all of your assets, or you
enter (voluntarily or involuntarily) into any bankruptcy or reorganization proceeding; (d) without
our prior written consent, you merge or consolidate with any other entity and you are not the
survivor of such merger of consolidation; (e) any guarantor of this Agreement dies, does not
perform its obligations under the guaranty, or becomes subject to one of the events listed in
clause (c) above.
15. REMEDIES. In the event you default under this Agreement, as defined above, we will have
the right to take ONE OR MORE of the following actions, in addition to any and all other remedies
that may be available to us under law:(a) cancel this Agreement without prior notice or warning to
you; (b) file a law suit against you to collect all past due amounts AND ALL AMOUNTS THAT
WILL BECOME DUE IN THE FUTURE DURING THE UNEXPIRED TERM, plus the “residual
value” of the Equipment as determined by us in our sole but reasonable judgment, plus all other
fees, charges or amount that are then due, plus all of our reasonable legal costs, including but not
limited to reasonable attorneys’ fees, reasonable overhead for employee time
spent
on preparing
for suit or attempting to collect payments and mitigate our damages; (c) repossess the Equipment
or apply to a court for an order allowing repossession. In this event, you agree that, after the
Equipment is repossessed, you will have no further rights in the Equipment, and you agree we
may resell, re-lease or otherwise remarket the Equipment without notice to you. You agree (and
you waive any rights that may provide to the contrary) that we will NOT be required to repossess,
resell, re-lease or otherwise remarket the Equipment at any time, and that our failure to do so will
not affect our other rights of collection and other rights under this Agreement or under law.
16. NOTICES. All of your written notices to us must be sent by certified mail or recognized
overnight delivery service, postage prepaid, to us at our address stated in this Agreement. All of
our notices to you may be sent first class mail, postage prepaid, to your address stated in this
Agreement. At any time after this Agreement is signed, you or we may change an address by
giving notice to the other of the change.
17. MISCELLANEOUS. This Agreement contains our entire agreement and supersedes any
conflicting provision of any equipment purchase order or any other agreement. Once this
agreement is signed by you, the agreement constitutes an OFFER to you, and will not be binding
until ACCEPTED by us, as evidenced by the signature of the Corporate Office. Any change in the
terms and conditions of this Agreement must be in writing and signed by one of our Officers. You
agree, however, that we are authorized, without notice to you, to supply missing information or
correct obvious errors in this Agreement. If a court finds any provision of this Agreement to be
unenforceable, the remaining terms of the Agreement shall remain in effect.
18. JURISDICTION. You and any Guarantor agree that this Agreement will be deemed fully
executed and performed in the State of Tennessee and will be governed by Tennessee law. YOU
AND ANY GUARANTOR EXPRESSLY AGREE TO: (A) BE SUBJECT TO THE PERSONAL
JURISDICTION OF THE STATE OF TENNESSEE; (B) ACCEPT VENUE IN ANY FEDERAL OR
STATE COURT IN TENNESSEE; AND (C) WAIVE ANY RIGHT TO A TRIAL BY JURY.
19. INTERPRETATION. As a convenience to you and to further expedite this transaction for you,
you agree that a photocopy, electronic image or facsimile of this Agreement which includes a
photocopy, electronic image or facsimile of the signatures of both parties shall be as valid,
authentic and legally binding as the original version for all purposes and shall be admissible in
court as final and conclusive evidence of this transaction and of the execution of this document.
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3. CONNECTION TO COMPUTERS/NETWORKS. RJY offers complimentary installation of
manufacturer print drivers and software for any connectable equipment listed in this agreement.
Installation is performed by support personnel. Customer agrees to provide access and
information required to complete the requested installation. Customer will provide all necessary
network cabling required for installation. If RJY performs the Installation/Connection, the customer
agrees that RJY is responsible for only completing the installation and setup of the equipment
listed in this agreement. The initial installation and any additional basic configurations are covered
at no charge for the first 90 days under the condition that the customer has made no changes to
their network during that period. Installations requiring extensive configuration will be quoted
separately and performed upon request. After the initial 90 day period, any network connectivity
support requested by the customer will be billed at RJY’s then current charge rate for connectivity
support. RJY will not be held liable for any errors, property damage, loss of time or profit,
consequential or incidental damages of any kind arising as result of operating any software
provided with the purchase of a manufacturer’s product or downloaded from a manufacturer’s
website.
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20. Customer will be enrolled in the RJ Young online customer portal (ePASS). This online portal
allows authorized users designated by customer to order supplies, place service calls, pay
invoices, view bills and view account information online.