IKONSupplies.com (United States) TERMS AND CONDITIONS OF SALES AND SERVICE The following terms and conditions represent a binding agreement between you and IKON Office Solutions, Inc. (together with its affiliates and subsidiaries, "IKON" or “we”), and apply to any sale of products or providing of service by IKON unless you have a separate purchase agreement with IKON, in which case the separate agreement shall apply to you. These terms and conditions, supplemented by the IKON Terms and Conditions of Use (viewable from this web site), also govern your use of any IKON web site, together with all of the information, content and materials available on such web site (collectively, the “Site”). BY ACCESSING, BROWSING OR USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, AS WELL AS THE SITE PRIVACY STATEMENT SET FORTH BELOW (COLLECTIVELY, THE “TERMS”). IF YOU HAVE NOT READ, DO NOT UNDERSTAND, OR DO NOT AGREE TO BE BOUND BY THESE TERMS, PLEASE DO NOT USE THE SITE. Your right to access and use the Site is conditioned upon your acceptance and compliance with the Terms. Please note that IKON may periodically update or revise the Site. If you access, browse or use the Site after the Terms are revised, we will assume that you have reviewed and accepted the revised Terms. Site Use. The Site is available only to users located in the United States for sales of products or services within the United States. Users located outside of the United States should contact a local IKON representative directly for assistance and should not attempt to place any orders through the Site. Subject to continued compliance with these Terms, we grant you permission to access, use, and view the Site, and to copy, download or print a single copy of any of the information and materials available on it, solely for your informational use in business and not for resale or distribution to anyone else. For business and government purchasers, access to and use of the Site is limited solely to authorized employees and representatives having the requisite power and authority to engage in binding legal transactions on behalf of the business or government entity, which entity will be responsible for the acts and omissions of employees and representatives who access or use to the Site, whether authorized or unauthorized. Use Restrictions. Except as expressly permitted by us in writing, you may not copy, reproduce, download, upload, post, transmit, modify, distribute, sell, rent, license, transfer, mirror, frame or create derivative works of the Site, in whole or in part, in any form or by any means. You agree to use the Site only for lawful business purposes. We may, in our sole discretion, add, delete, discontinue, change or suspend some or all of the Site or its functionality at any time and for any reason. User Information. When accessing, browsing or using the Site, you agree to provide accurate information, whether in connection with Site registration, order placement, or otherwise as required by the Site and/or, if applicable, your company/organization, for record-keeping purposes. You also agree to update such information, to the extent necessary, from time to time. Proprietary Rights. Unless otherwise stated in writing, the entire contents and design of the Site are owned by IKON and/or its licensees, affiliates, suppliers and content contributors, and are protected by applicable copyrights, trademarks, trade dress, patents, and/or other proprietary rights, including without limitation United States and international laws, as well as by other state regulations. IKON owns a copyright in the Site as a collective work and/or compilation, and in the selection, coordination and arrangement of the information and materials available on the Site. IKON Office Solutions® and IKON: Document Efficiency at Work®, are trademarks or service marks of IKON Office Solutions, Inc. All other trademarks are the property of their respective owners. All other names and logos are trademarks or service marks of third parties and may not be used without the permission of the trademark or service mark owner. Except as expressly provided in these Terms, we do not grant you any rights under any copyrights or trademarks. Accordingly, unauthorized use or reproduction of the Site may violate copyright laws, trademark laws, laws pertaining to privacy or publicity rights, or other laws or regulations. Site Integrity. We are concerned about the integrity of the Site and agree to use commercially reasonable efforts to prevent unauthorized access. Our efforts may include the use of firewalls, authentication techniques, and passwords for access to the Site. You may not use any device, software, or routine to interfere or attempt to interfere with the operation of the Site or any transaction being conducted on the Site. Although we have endeavored to create a secure and reliable site, please be advised that the confidentiality of any communication or information transmitted over the Internet cannot be guaranteed. Consequently, we are not responsible for the security of any communication or information transmitted via the Internet, the accuracy of the information contained on the Site, or the consequences of any reliance on such information. Site Login and Passwords. You agree to preserve the confidentiality of the Site login and passwords and all account information posted on the Site by using at least the same measures and care as you or, if applicable, your business or organization, use to protect your own confidential and proprietary information, which shall in no event constitute less than reasonable care. You may not disclose to or share the Site login or password with any third parties or use the Site login or password for any purpose not permitted by these Terms. We reserve the right to delete or change any Site login or password at any time in the event of non-compliance with these Terms. Links to Third-Party Sites. The Site may contain links to third-party web sites that are not under our control or operation. We provide any such links only as a convenience to you. We are not responsible for the contents of any linked site or any third-party site linked to a linked site, or for any changes or updates to any such sites. The inclusion of any link does not imply our affiliation with, or our endorsement or adoption of, the linked site, any third-party site linked to that site, or any information contained on any such sites. Termination. You or we may suspend or terminate use of the Site at any time, for any reason or for no reason at all. You are liable for any orders that are placed and any charges that are incurred using the Site login or password prior to such suspension or termination. You agree to indemnify, defend and hold us and our affiliates harmless from and against any and all claims and expenses, including reasonable attorney’s fees, to the extent arising out of or relating to your violation of these Terms or any applicable law or proprietary or privacy right in connection therewith. Site Disclaimers. THE SITE IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. WE DO NOT GUARANTEE THAT YOU WILL HAVE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE SITE, OR THAT THE SITE WILL BE ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, PERFORMANCE OR SUITABILITY OF THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Product Disclaimers. You are solely responsible for determining whether the products ordered through the Site are suitable and compatible for the purpose intended by you. IKON makes no representations or warranties relating to the descriptions, drawings, specifications and/or content supplied by product manufacturers. IKON IS NOT THE MANUFACTURER OF ANY OF THE PRODUCTS AND SPECIFICALLY DISCLAIMS ALL PRODUCT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE. IKON SHALL NOT BE RESPONSIBLE FOR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING OUT OF THE USE OR PERFORMANCE OF ANY PRODUCT OR THE LOSS OF USE OF ANY PRODUCT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Limitations of Liability. YOU AGREE THAT YOUR SOLE REMEDY IN THE EVENT OF ANY PROBLEM WITH THE SITE IS TO CEASE USING THE SITE. IN NO EVENT SHALL IKON OR ANY OF ITS SUBSIDIARIES OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF IKON OR ITS SUBSIDIARY OR AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. Order Terms and Conditions. You agree that any orders for any products or services placed by you through the Site shall be subject to these Terms (which you may or may not be asked to accept by pressing and clicking the “Accept” button on your site). Delivery. All products purchased through the Site are delivered pursuant to a shipment contract. Delivery to common carrier shall constitute delivery, which means that title and risk of loss passes to you at such time. You shall be responsible for any installation and transportation expenses. IKON reserves the right to make delivery in installments. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve you of any obligation to accept remaining installments and remit payments as invoiced by IKON. Orders placed pursuant to the Site are not cancelable by you. Returns. No Products may be returned without IKON’s prior written consent. Only consumable goods invoiced within sixty days will be considered for return. On authorized returns, Customer agrees to pay a restocking charge equivalent to 30% of the purchase price. Merchandise returned without written authorization may not be accepted at the receiving dock and is the sole responsibility of the Customer. All non saleable merchandise (that has been opened or partially used) will be deducted from any credit due to the Customer. All claims for damaged Products or delay in delivery shall be deemed waived unless made in writing, delivered to IKON within five days after receipt of Products. Taxes and Payment. You agree to pay any applicable taxes that are levied on or payable by IKON as a result of the use, sale, possession or ownership of the products covered hereunder, other than income taxes of IKON. IKON reserves the right at any time to revoke any credit extended to you because of any failure to pay for any products when due or for any other reason deemed sufficient by IKON. You will be responsible for costs and expenses of collection, if necessary, or in the enforcement of IKON’s rights hereunder, including, but not limited to, reasonable internal and external legal costs, whether or not suit is brought. Conflicting Terms. These Terms shall prevail notwithstanding any variance with the terms and conditions of any written order submitted by you, including, but not limited to, any written or electronic purchase order submitted by you. No local, general or trade custom or usage or course of prior dealings between us shall be relevant to supplement or explain any term used herein. These terms shall not apply if you have a separate purchase agreement with IKON, in which case the separate agreement and its terms shall control. Payment Authorization. If an order for products or services is placed through the Site using your login and password, and an electronic payment method (such as “Credit Card” or “ACH”) is selected for such order, the placement of the order shall constitute your authorization for us to process, against the account identified in the order, the payment(s) specified in the order or in the applicable lease, purchase, or service agreement. In the event we are unable to process any payment against the account identified in an order, we shall have the right to either (i) reject that order, or (ii) pursue the rights and remedies available to us at law or in equity under the applicable lease, purchase, or service agreement. Pricing and Availability. All prices displayed on the Site are quoted in U.S. dollars and do not include taxes or shipping, handling or installation charges. WE ARE NOT RESPONSIBLE FOR PRINTING OR TYPOGRAPHICAL ERRORS. PRICES AND AVAILABILITY OF THE PRODUCTS AND SERVICES LISTED ON THE SITE ARE SUBJECT TO CHANGE WITHOUT NOTICE. The listing, description of, or reference to, a product or service on the Site does not imply that the product or service is presently available or that we endorse that product or service. In the event a product or service is listed at an incorrect price due to a typographical error or error in pricing information received from a supplier, we will have the right to refuse or cancel any order placed for such product or service at the incorrect price, even if the order has been confirmed and/or your credit card has been charged. If your account has already been charged for the purchase and your order is canceled, we will promptly issue a credit to your account in the amount of the incorrect price. Enforceability. Any document or order properly transmitted electronically in connection with the Site shall be considered to be a “writing” or “in writing,” and any such document or order when containing, or to which there is affixed, a signature (including, but not limited to, an electronic identification consisting of symbols or codes which are to be affixed to or contained in a transmitted document or order) shall be deemed for all purposes to have been “signed” and to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business. You and we each agree not to contest the validity or enforceability or admissibility of any electronically signed and/or transmitted document or order under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the party to be bound thereby. Events Beyond Our Control. You absolve and release us from any claim of harm resulting from any cause beyond our control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telecommunications or other interconnect problems, computer viruses or other damaging code or data, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, or governmental restrictions. We will not be liable for failure to deliver products or delays in product delivery occasioned by causes beyond our control, including without limitation, strikes, lockout, fires, embargoes, war or other outbreak of hostilities, inability to obtain materials or shipping space, machinery breakdowns, delays of carrier or suppliers, governmental acts and regulations, and receipt of orders from all sources in excess of IKON’s or its suppliers, then scheduled distribution or production capacity. Miscellaneous. You agree that the Site is based in the U.S.A, and that all legal actions between you and IKON that are related to these Terms shall be governed by the laws of the Commonwealth of Pennsylvania, U.S.A., notwithstanding its conflict of laws principles. These Terms represent our entire understanding with respect to their subject matter. Any of these Terms which are determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable any of the remaining Terms or affecting the validity or enforceability of these Terms in any other jurisdiction. No waiver by us of any right under these Terms will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. These Terms shall be binding upon and inure to the benefit of each of us and our respective successors and permitted assigns.