1. Governing Terms: By accepting this instrument Customer agrees to these terms and conditions of sale and agrees they shall supersede customary terms and conditions regularly or otherwise used by Customer. Any terms and conditions contained in Customer’s Purchase Order or other documents submitted by Customer to Magnum Professional Imaging LLC at any time, whether before or after the date hereof, are hereby expressly rejected by Magnum Professional Imaging LLC. Customer acknowledges that, notwithstanding anything to the contrary contained in its own Purchase Order or other documents, receipt and acceptance by Customer of Magnum Professional Imaging LLC’s systems, equipment, parts, installs, deinstalls and labor, shall constitute acceptance by Customer of these terms and conditions.


2. Prices: All prices quoted by Magnum Professional Imaging LLC are subject to change until accepted by the customer by making the first payment as set out below. Magnum Professional Imaging LLC reserves the right to correct all typographical or clerical errors which may be present in Magnum Professional Imaging LLC’s prices or specifications.


3. Acceptance of Orders: An Order shall not be binding on Magnum Professional Imaging LLC unless it has signed the Order by its authorized representative, and Customer has made payment as set out below. All proposals, negotiations and representations made prior to this Order are merged herein. All orders placed by Customer with and accepted by Magnum Professional Imaging LLC are accepted conditional upon Customer’s assent of these terms and conditions. No agreement or understanding, oral or written, in any way purporting to change or vary from these terms or conditions of Magnum Professional Imaging LLC, whether contained in Customer’s purchase or shipping release forms, or elsewhere, will be binding upon Magnum Professional Imaging LLC.


4. Payment and Credit: Each shipment shall be a separate transaction and payment shall be made accordingly. Unless otherwise specified, payment shall be made as follows:
a. Payment for service, installs and deinstalls for Customers who are established customers of Magnum Professional Imaging LLC, payment shall be net cash, 15 days from the completion of the service, install or deinstall;
b. Payment for service, installs and deinstalls for Customers who are NOT established customers of Magnum Professional Imaging LLC, payment shall be net cash, immediately upon completion of the service, install or deinstall;
c. Payment for Parts shall be immediately upon delivery of the parts.
d. Payment for system sales shall be (1) payment of 50% of the total price/charge at the time the agreement or order is signed by both parties; (2) payment of 40% upon availability to install; and (3) payment of the final 10% when the installation is complete. If Customer cancels the order/contract, then, at Magnum Professional Imaging LLC’s sole discretion, part or all of the amounts paid by Customer shall be non-refundable.


5. Shipment: Shipment is FOB shipping point unless specifically provided by Magnum Professional Imaging LLC. The shipping date is estimated upon the basis of immediate receipt by Magnum Professional Imaging LLC of all information required to be furnished by Customer. Magnum Professional Imaging LLC shall, in good faith, endeavor to ship the estimated shipping date, but reserves the right to vary such date free of any liability to Customer, Customer may explicitly state the method of shipment preferred. In the absence of shipping information, Magnum Professional Imaging LLC will use its discretion in employing the method of shipment for the goods ordered. There will be no shipments unless payment has been received by Magnum Professional Imaging LLC in accordance with the terms of Section 4 hereof.


6. Delay in Deliveries: Magnum Professional Imaging LLC will not assume any responsibility for any damage resulting from any delays beyond its control.


7. Returns: No goods may be returned to Magnum Professional Imaging LLC without the prior written consent of Magnum Professional Imaging LLC and are subject to a return charge. See Sections 4 and 10 for additional terms relating to allowed returns.


8. Cancellation by Magnum Professional Imaging LLC: Magnum Professional Imaging LLC may, by written notice to Customer and without any liability, cancel Customer’s order if Customer (a) fails to perform any of the terms and conditions hereof and does not cure such failure within a period of 10 days after receipt of written notice from Magnum Professional Imaging LLC specifying such failure; (b) becomes insolvent, makes an assignment in favor of creditors, or becomes subject to any bankruptcy, dissolution, or similar proceedings; or (c) is merged into, or all or a substantial part of its assets are sold to, another company. As a nonexclusive alternative to cancellation, Magnum Professional Imaging LLC may, by written notice to Customer and without any liability, suspend any of its obligation hereunder for any reason referenced in subsections (a)–(c) of this Section 8.


9. Taxes: Any sales tax applicable to the sale and any tax, impost, levy, duty or other charge hereafter imposed by any government or other authority upon the production, use or sale of any goods or upon the materials, methods, equipment or machines for producing the same and any increase in cost to Magnum Professional Imaging LLC in manufacturing, processing or delivering any goods resulting directly from government supervision, regulation, or control, now or hereafter prescribed by law or in force, and affecting Magnum Professional Imaging LLC’s performance of its obligations, will be added to the purchase price as herein noted or any revisions thereof, will be paid by Customer.


10. Warranties: MAGNUM PROFESSIONAL IMAGING LLC WARRANTS ONLY THAT SUBJECT TO VARIATIONS PERMISSIBLE IN THE INDUSTRY THE GOODS WILL CONFORM TO SPECIFICATIONS PROVIDED BY MAGNUM PROFESSIONAL IMAGING LLC AND AGREED TO BY THE CUSTOMER. IN THE EVENT THE GOODS FAIL TO CONFORM TO SUCH SPECIFICATIONS, MAGNUM PROFESSIONAL IMAGING LLC SHALL REPLACE THE NONCONFORMING GOODS. MAGNUM PROFESSIONAL IMAGING LLC MAKES NO OTHER WARRANTIES, REPRESENTATIONS OR COVENANTS, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS AS TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO WARRANTIES, REPRESENTATIONS OR COVENANTS AS TO THE WORKMANSHIP, QUALITY, CONDITION, OR MERCHANTABLE OR FITNESS FOR ANY PARTICULAR PURPOSE OF GOODS. With that being stated, Magnum Professional Imaging LLC provides a 30-day warranty on (a) parts and (b) the labor potion of service. With respect to a timely and valid warranty claim on parts, Magnum Professional Imaging LLC will exchange the defective part(s) with a replacement part(s), but will not refund the purchase price.


11. Limit of Magnum Professional Imaging LLC’s Liability Customer’s Remedy: IN NO EVENT SHALL MAGNUM PROFESSIONAL IMAGING LLC BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION DAMAGES FOR INJURY TO PERSON OR PROPERTY, LOST PROFITS OR REVENUE, LOST SALES OR LOSS OF USE OF ANY PRODUCT. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AGAINST MAGNUM PROFESSIONAL IMAGING LLC SHALL BE THE REPLACEMENT OF NONCONFORMING GOODS AS PROVIDED HEREIN. MAGNUM PROFESSIONAL IMAGING LLC’S LIABILITY ON ANY CLAIM, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, OR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S ORDER, SHALL IN NO CASE EXCEED THE PURCHASE PRICE OF THE ORDER. THE SOLE PURPOSE OF THE STIPULATION OF THE EXCLUSIVE REMEDY PROVIDED FOR HEREIN SHALL BE TO PROVIDE CUSTOMER WITH REPLACEMENT OF NONCONFORMING GOODS IN THE MANNER PROVIDED HEREIN. SUCH REMEDY SHALL NOT BE DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE SO LONG AS MAGNUM PROFESSIONAL IMAGING LLC IS WILLING AND ABLE TO REPLACE NONCONFORMING GOODS IN THE PRESCRIBED MANNER.


12. Force Majeure: Delays by Magnum Professional Imaging LLC in the performance of this order/contract shall be excused whenever Magnum Professional Imaging LLC is prevented from producing, servicing or delivering, by strikes, differences with workmen, fires, accidents, delays or difficulties in transportation, acts of God or the public enemy, or other causes beyond the reasonable control of Magnum Professional Imaging LLC or of the supplying manufacturer, as well as acts or demands of the government in times of war or national emergency. Any such delayed performance, however, shall not in any way invalidate this contract or any part thereof.


13. Nonwaiver: No covenant or condition herein can be waived except by the written consent of Magnum Professional Imaging LLC. Forbearance, waiver or indulgence by Magnum Professional Imaging LLC in any regard whatsoever will not constitute a waiver of the covenant or condition to be performed by Customer to which the same may apply. Waiver by Magnum Professional Imaging LLC of any breach of these provisions shall not be construed as a waiver of any future breach. Until complete performance by Customer of said covenant or condition, Magnum Professional Imaging LLC shall be entitled to invoke any remedy available to Magnum Professional Imaging LLC as provided herein or by law in equity despite said forbearance or indulgence.


14. Serviceability: No provision of these terms and conditions which may be deemed invalid or enforceable against the parties or their successors or assigns, will in any way invalidate or make enforceable any other provisions of these terms and conditions, all of which will remain in full force and effect.


15. Assignment: These terms and conditions shall not be assigned, subcontracted or delegated, in whole or in part, without Magnum Professional Imaging LLC’s prior written consent. The provisions of these terms and conditions shall be binding upon and inure to the benefit of the parties and their successors and assigns.


16. Governing Law: The terms and conditions shall be governed by and interpreted in accordance with the law of the State of Indiana. Any legal action or proceeding arising from or in connection with these terms and conditions shall be brought exclusively in the Courts of the State of Indiana or in the U.S. District Court of the Northern District of Indiana. Customer hereby irrevocably consents to service of process out of said State of Indiana or United States in any action or proceeding, by mailing copies thereof by U.S. mail to Customer or by any other method of service permitted by such Courts