This site is the website for Konica Minolta Printing Solutions U.S.A., Inc.'s ("Konica Minolta Printing Solutions U.S.A.,") VAR Partners and/or Resellers. In these Terms and Conditions, "Konica Minolta Printing Solutions U.S.A.,", "KMPS", "we" and "us" shall refer to Konica Minolta Printing Solutions U.S.A., Inc. and "you" shall refer to the User of this site or Participant in KMPS's VAR Partner Program. "Site" shall refer to KMPS's reseller site located at http://printer.konicaminolta.net/reseller/.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOUR PARTICIPATION IN KMPS's PARTNER PROGRAM.

The following terms and conditions govern your use of this Reseller Site and your Participation in KMPS's Partner Program. You, in browsing or otherwise using this Site, by maintaining your status as a VAR Partner, continuing your participation in the VAR Partner Program or by submitting information through this site or otherwise claiming any promotional award offered herein, acknowledge that you have read, understand and agree to be bound by KMPS's VAR Partner Agreement (a copy of which is available at http://printer.konicaminolta.net/reseller/.) and/or these Terms and Conditions. If you do not agree to the terms contained in KMPS's VAR Partner Agreement or these Terms and Conditions then please do not use this Site and notify KMPS in writing that you do not want to continue your participation in the VAR Partner Program. The Terms and Conditions shall supplement any subsequent terms or conditions included with any purchase order, whether or not such terms or conditions are signed by us. We reserve the right to make changes to this Site and these Terms and Conditions at any time and without notice to you. Your use of this Site or participation in the VAR Partner Program acknowledges your consent to be bound by any revisions or changes to these Terms and Conditions in effect at the time of your use.

You shall have the right during the term of this Agreement to participate in special promotional programs and initiatives that may be offered by KMPS, provided that you comply with all requirements for participation that may be set from time to time by KMPS and as more particularly discussed below.
Your participation in this Program is also subject to your credit approval. KMPS reserves the right to refuse any company or entity's request for participation in this Program.

You understand and agree that in the event of any questions or interpretation regarding the rules, terms and conditions or eligibility for any promotion, the decision of KMPS is final.

Relationship of the Parties. You are an independent contractor to KMPS entitled to purchase and resell the Products. Nothing shall be construed to create any other relationship or status between you and KMPS, or grant you any authority to create any obligation on the part of KMPS to any third party.

Operations and Expenses. Unless otherwise indicated, you are solely responsible for your operations and expenses. You shall perform or exercise your and obligations in this Partner Program under your own control and at its own expense.

Promotional Materials. You may create and distribute promotional materials for the Products subject to the prior written approval by KMPS. You are responsible for the accuracy and content of such materials, notwithstanding KMPS's consent. You also agree that KMPS, or its Partners, may distribute marketing materials and/or promotional offers to VAR Partner by telephone, regular mail or electronic mail. VAR Partner’s may request to be taken off our mailing and/or telemarketing lists for this marketing materials and promotional offers and may do so by sending a written request to the Director of Marketing, Konica Minolta Printing Solutions U.S.A., One Magnum Pass, Mobile, Alabama 36618. Please include your name, address, phone number, and indicate your preference not to receive marketing materials and promotional offers by mail, phone, or both. Processing of such requests may take 8 to 10 weeks.

Purchase Orders. You shall issue to KMPS purchase orders for Products you purchase directly from KMPS. These terms and conditions and/or those of the VAR Partner Agreement shall control any purchase order submitted by you to KMPS notwithstanding any provision to the contrary on or referenced by your purchase orders. Your purchase order shall be deemed accepted by KMPS unless KMPS notifies you in writing within five (5) business days after receiving a legible purchase order that KMPS does not accept the purchase order. Any modification or cancellation of a purchase order from you to KMPS shall be accepted by KMPS if received prior to shipment provided, however, that KMPS shall be entitled to reimbursement for its reasonable and normal expenses, if any, associated with preparing the shipment prior to receipt of your modification or cancellation of a purchase order. You shall, within ten (10) calendar days from receipt of each shipment from KMPS, accept the Products if the Products and all necessary documentation delivered to you are in accordance with the purchase order.

Purchases from Distribution. You shall not be obligated to purchase products directly from KMPS in order to participate in KMPS's VAR Partner Program. You may purchase products from any Authorized Distributor, Reseller or other Supplier on such terms as may be mutually agreed upon.

Product Shortages. If for any reason KMPS's Products are not available in quantities ordered from KMPS by you and other KMPS customers, KMPS may, at its sole discretion, allocate a reasonable number of the Products to you based on a fair and reasonable allocation among KMPS's customers.

Evaluation and Demonstration Units Purchase Orders. As mutually agreed upon and in accordance with the terms of any unit evaluation and demonstration program developed by KMPS, you may, at your option order directly from KMPS, evaluation and demonstration units of the Products.

Payment Terms. Payment terms for the Products purchased from KMPS shall be net 30 days. Delinquent invoices may be assessed a late payment charge equal to the lesser of 1.5% of the balance due per month or the statutorily allowed maximum rate of interest in accordance with applicable law. KMPS shall have the right, in its sole discretion, to require payment before shipment or payment via letter of credit at net 60 days. Any letter of credit used by You must be in a form and drawn on a bank or other financial institution approved by KMPS, in writing. KMPS may stop shipments to You if You do not comply with applicable credit terms or limits or the terms and conditions of this Agreement. You shall be responsible for franchise, sales, use and similar taxes or shall provide KMPS with an appropriate exemption certificate.

Shipping, Title and Risk of Loss. All shipment of the Products by KMPS to VAR Partner’s located in the United States shall be FOB shipping point, or such other place as designated by KMPS. All shipments of the Products by KMPS to VAR Partner’s located outside of the continental United States shall be made F.C.A. KMPS'S facility (Mobile, Alabama U.S.A.) or such other place as designated by KMPS. FCA shall refer to the term as described in Incoterms 2000, except as may be set forth herein.

Title to the Product and risk of loss shall pass to you upon delivery of the Product to the common carrier at the FOB or FCA shipping point. In the event KMPS agrees to pay any or all of the costs associated with freight and/or shipping for any Products purchased by you (and such agreement of KMPS must be set forth in writing and executed by KMPS prior to the shipment at issue), Title to the Product and Risk of Loss shall still pass to you upon delivery of the Product to the common carrier at KMPS’s loading dock regardless of and despite any shipping term referenced in VAR Partner Purchase Order or any other documentation between the Parties.

Packing and Transportation of the Products. KMPS shall deliver the Product ordered by you from KMPS clearly marked with the serial number, product description and machine-readable bar code (employing UPC or other industry standard bar code) to you at the location and as close to the date shown set forth on the purchase order as may be reasonably possible.

Sales Promotion and other Obligations. You shall use your best efforts to promote the sale of the Products to all of your existing and potential customers and will cooperate with users of the Products. You shall maintain an adequate supply of promotional materials and shall, at all times, conduct business in a manner that will reflect favorably upon the Products and KMPS. You shall not make any false or misleading representations concerning the Products' specifications, features, capabilities or KMPS's warranties which are inconsistent with those set forth in the Products' descriptions or product material available to You.

You shall comply with all requirements for participation in the KMPS Partner Program as may be set from time to time by KMPS. Requirements for Participation will be sent via written or electronic transmission or shall be posted by KMPS at its VAR Partner website. KMPS may review your compliance with participation requirements at its sole discretion and reserves the right to exercise any reasonable steps to improve your compliance or terminate this agreement as set forth herein. KMPS reserves the right to require a VAR Partner to purchase directly from one of KMPS’s distribution partners when VAR Partner is located outside the continental United States.

Pricing. Pricing for the Products you purchase directly from KMPS shall be as specified by KMPS and such pricing may be modified from time to time by KMPS. KMPS shall notify you of any change in Pricing either in writing, by electronic notification in the form of e-mail, or by posting such changes on its VAR Partner website, all of which are hereby deemed to constitute legally effective notice. All orders placed prior to the effective date of the price increase for shipment within thirty (30) days of the effective date, shall be invoiced by KMPS at the lower price. In the event of a price decrease by KMPS, you shall be granted a price credit for the full amount of the decrease on all Products on order from KMPS, in transit from KMPS, or that were purchased directly from KMPS and are in your inventory on the effective date of the price decrease. You shall provide KMPS a written list of all Products for which they claim a price credit and KMPS shall have the right, at its own expense, to conduct an audit of your records relating to such claims for credit. All prices contained herein or set forth on any attachment hereto are exclusive of all duties, tariffs, federal, state and local excise, sales, use, and similar taxes. Such taxes, duties, tariffs and fees, when applicable, will appear as separate additional items on invoices and are your responsibility.

You shall not be bound in the sale of KMPS products by any KMPS suggested prices for said products but you shall not advertise KMPS Products below KMPS's suggested selling price, which is the Estimated Street Price set by KMPS from time to time.

Indemnification. You shall indemnify and hold harmless KMPS, its officers, directors, employees, successors and assigns, against any losses, damages, or expenses KMPS, its officers, directors, employees, successors and assigns may sustain or incur as a result of any third party suit, proceeding, claim or other legal action ("Third Party Action") insofar as such Third Party Action is based on a claim that: (i) You have made any representations or warranties with respect to the Products that are inconsistent with or in addition to KMPS's representations or standard warranties on the Products; (ii) any breach of contract or negligent or intentional act or omission or violation of any law or regulation by you for which any person or entity seeks to impose liability on KMPS. Your foregoing indemnification obligation shall be subject to: KMPS promptly notifying you of any such Third Party Action and furnishing you a copy of each communication, notice or other action relating to the claim; Your being given authority, information and reasonable assistance necessary to settle, compromise or litigate such Third Party Action; and, no settlement or any Third Party Action being made without your express written permission.

Website. The website, referred to herein as KMPS's VAR Partner website is located at http://printer.konicaminolta.net/reseller/ and shall be specifically established for KMPS VAR Reseller Partners. The VAR Partner website shall contain information related to promotional and marketing programs and requirements for participation therein, price lists and other information regarding the VAR Partner Program and You hereby agree that any information or notices posted on the VAR Partner website shall constitute legally acceptable notice.

From time to time, KMPS may make available to, change or terminate certain promotional or marketing programs available to its VAR Partners. Participation in such programs or promotions shall be subject to the then current terms and conditions of those programs or promotions which are incorporated herein by reference. KMPS reserves and retains the right to modify the terms and conditions of, or discontinue any promotional program it offers upon written notice or electronic notification in the form of email or by posting notice of any such changes on its VAR Partner website.
Promotional or marketing programs that are offered from time to time by KMPS generally rely upon information reported by You. You hereby certify and warrant that all information disclosed by you to KMPS herein or hereafter shall be true and correct. You agree to comply with all reporting requirements or such programs and release KMPS from any claims, damages, fees, costs or liability arising from or related to your inaccurate reporting or non-compliance with reporting requirements. You hereby grant to KMPS the right, at its expense, to inspect and audit your sale and purchase records to determine compliance with the terms of this Agreement and eligibility for any promotion. However, any such inspection or audit shall be at KMPS's expense and may only be conducted during regular business hours in such a manner as not to unreasonably interfere with your normal business activities.

Confidential Information. Any confidential information disclosed by KMPS to You shall be maintained as confidential and used by you only to fulfill your obligations for participation in this Program. Confidential Information includes, but is not limited to any and all technical and non-technical information including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of KMPS, and also includes, without limitation, KMPS's information concerning research, experimental work, development design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customers lists, business forecasts, sales and merchandising, and marketing plans and information. You may not disclose or provide any such confidential information to any third party and shall take reasonable measures to prevent any unauthorized disclosure by its employees, agents, contractors or consultants during the term of this Agreement. This paragraph shall survive any termination or expiration of this Agreement for a period of five (5) years. The following shall not be considered confidential information for purposes of this Section 5.1: (i) information which is or becomes in the public domain through no fault or act of You; (ii) information independently developed by you without the use or reliance on KMPS's confidential information; (iii) information which was provided to you by a third party under no duty of confidentiality to KMPS; or (iv) information which is required to be disclosed by law, provided, however, prompt prior notice thereof shall be given to KMPS.

No sale, advertising, promotion, or disclosure of features, availability or pricing of new products shall occur prior to KMPS introducing such products to the general public and posting such Product on its You Website.

Trademark and Trade Names. Neither party shall use any of the other party's Trademarks, trade names or any part thereof, or any mark or name confusingly similar thereto, as part of its corporate or business name or in any other manner, except that You may identify yourself as a VAR Partner or Reseller of KMPS and may use KMPS's trademarks relating to the Products for display purposes in connection with solicitation of orders for Products.

Termination. Your participation in the VAR Partner Program may be terminated as follows:

(i) by either party in the event the other party is in material breach of the VAR Partner Agreement or a Party's obligations or duties and the non-breaching party has failed, within thirty (30) days after receipt of written notice thereof from the non-breaching party to cure such breach;

(ii) by either party, effective immediately, if the other party should become the subject of any bankruptcy, receivership, or other insolvency proceedings, or make an assignment or other arrangement for the benefit of its creditors, and such action is not discharged or terminated within ninety (90) days;

(iii) by KMPS, effective immediately, if You should sell, assign, delegate or transfer any of its rights and obligations under this Agreement without having obtained KMPS's prior written approval, or if you merge or otherwise combines with an entity that manufactures or sells any product competitive with the Products;

(iv) by either party, for any reason, upon thirty (30) days written notice.
All obligations and duties existing by virtue of the VAR Partner Agreement or otherwise created herein which, by their nature, survive the expiration or termination of this Agreement shall remain in effect beyond any expiration or termination of this Agreement.

Warranty. The warranty on any Products purchased is return to factory or other location as specified by KMPS, and shall be in effect for a period of one year and said period shall begin upon delivery to You or thirty (30) days after delivery to You, whichever comes first. There shall be no warranty after the expiration of the warranty period unless you or your customers or end users purchase an extended warranty. Product properly returned to KMPS during the warranty period will be repaired, or at KMPS's option, replaced at no cost to you. This warranty covers defects in materials and workmanship in the product under normal use and service. The Product warranty does not extend to altered units of the Product, or to units of the Product which fail or are damaged after delivery thereof to the you or its customer due to shipment, handling, storage, operation, use, or maintenance in a manner or environment not conforming to any published instructions or specifications of KMPS. THE WARRANTY SET FORTH HEREIN AND THE OBLIGATIONS AND LIABILITIES HEREUNDER ARE IN LIEU OF, AND YOU HEREBY WAIVE, ALL IMPLIED GUARANTEES AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Incidental and consequential damages caused by the malfunction, default or otherwise with respect to the breach of this warranty are not the responsibility of KMPS and are hereby excluded both for property and, to the extent not unconscionable, for personal injury damage, even if the occurrence and extent of such damage were foreseeable and even in the event of the failure of an exclusive remedy. Prior to returning any Product, you will obtain a return merchandise authorization ("RMA") numbers from KMPS and reference the serial number of the unit involved for all warranty claims including sub-assemblies. You are responsible for the cost of shipping returned Products to KMPS. KMPS is responsible for the cost of returning repaired or replaced Product to you by the same method as received. KMPS shall not be required (unless subcontracted to KMPS) to install or place in service any Product, nor service or keep in good working order any Product or Products.

Terms for Products Purchased from Distribution. Terms and Conditions regarding Order Placement, Payment, Title, Risk of Loss, Taxes, Packing and Shipment for Products purchased by you from Distribution shall be as mutually agreed between you and Distribution. Your participation in KMPS's Partner Program shall have no effect on any agreement, contract or relationship you have with any Authorized Distributor, Reseller or other Supplier of KMPS Products.

Entire Agreement. This Agreement, including any Attachments or Amendments hereto, is the entire agreement between the parties regarding the purchase and sale of the Products by You and KMPS and supercedes all prior discussions, agreements and understandings. Upon its execution, this Agreement and the accompanying Exhibit(s) set forth the entire agreement and understanding of the parties as to the subject matter hereof. The provisions of this Agreement, and any Attachments or Amendments hereto, shall apply to all purchase orders placed by You, notwithstanding the presence of different or additional provisions on the purchase order form, or any form, submitted by You or someone on your behalf. This Agreement is in English language only, which shall be controlling in all respects, and all versions hereof in any other language shall be for accommodation only and shall not be binding upon the parties hereto. All communications and notices to be made or given pursuant to this Agreement and Program shall be in the English language. The Agreement allowing your Participation in this Program (the “Agreement”) may be modified only by a written amendment specifying the sections of the Agreement or of any Supplement to be amended and the changes thereto, and shall be signed by persons authorized to sign agreements on behalf of the Parties to this Agreement. Such written amendment shall thereafter be considered part of this Agreement. This Agreement shall not be amended or modified by any course of dealing or trade usage. No delay or failure by either party to act in the event of a breach or default hereunder shall be construed as a waiver of that or any subsequent breach or default of any provision of this Agreement. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Once signed by both parties, any reproduction of this Agreement made by reliable means (i.e. photocopy or facsimile) shall be considered an original. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

Notices. Notices required to be given by KMPS under this Agreement may be given in writing (confirmed by overnight courier with certified receipt), by facsimile transmission, e-mail or by posting the same on its VAR Partner website. Notices given by you may be given in writing (confirmed by overnight courier with certified receipt), by facsimile or by e-mail addressed to the Vice President of Sales. For notices to KMPS a simultaneous copy shall also be sent by facsimile to KMPS's Office of General Counsel, attention: Bryan Hack at 251-633-8729.

Force Majeure. Neither party shall be in default of this Agreement by reason of
any failure or delay in the performance of any obligation hereunder arising out of an event of force majeure.

Non-Assignment. This Agreement shall be binding upon and inure to the benefit
of the successors and permitted assigns of the parties. Neither party may assign or otherwise transfer its rights and obligations hereunder without the prior written consent of the other party, whose consent shall not be unreasonably withheld.

Applicable Law. This Agreement shall be governed and construed in accordance with the laws of the State of Alabama as if the same were wholly entered into and executed within the State of Alabama. You hereby consent to the jurisdiction of the courts of the State of Alabama and the United States District Court for the Southern District of Alabama, and waive any objection to such venue. Furthermore, it is expressly agreed herein by You that KMPS, at its sole discretion, shall also have the right to seek legal remedies and/or initiate any judicial remedy or litigation against You before any court in the Territory, State or Country with jurisdiction, and You waive any objection to such venue. The Parties agree that process may be served upon them in the manner provided herein for giving of notices or otherwise as allowed by Alabama or federal law or by courts of competent jurisdiction within the Territory, State or Country, as the case may be. You specifically agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to any products purchased under this agreement.

You agrees to comply with all applicable federal, country, state and local laws, regulations and ordinances including, but not limited to, the regulations and laws of the U.S. Government relating to the export of technical data and other goods, insofar as they relate to the activities allowed or to be performed under this Agreement.

You agree that NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST DATA, LOST PROFITS OR SAVINGS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION OR THEORY ASSERTED. This limitation of liability shall not apply to damages, losses and claims arising out of a Party's gross negligence or willful misconduct.
Occasionally this site may list an incorrect price or contain other incorrect information. If this happens and is relevant to an order you place, we will notify you before shipment of said order. Konica Minolta Printing Solutions U.S.A., reserves the right to correct said error and refuse or cancel any orders placed for products listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card has been charged. If your credit card has already been charged for the purchase and your order is canceled, we shall immediately issue a credit to your credit card account in the amount of the charge, plus any applicable tax collected.

You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your participation in KMPS's Partner Program and/or your purchase of products or services through this Site. We may, in our sole discretion, report actual or perceived violations to law enforcement or appropriate authorities. If we become aware, through a complaint or otherwise, of any potential or suspected violation of these Terms and Conditions or the terms and conditions of the VAR Partner Agreement, we may (but are not obligated to) conduct an investigation to determine the nature and extent of the suspected violation and the appropriate enforcement action, during which investigation we may suspend participation in the Partner Program to any reseller being investigated and/or remove any material from our servers. You agree to cooperate fully with any such investigation. You acknowledge your understanding that violations of the Terms and Conditions or the VAR Partner Agreement could be subject to criminal or civil penalties.

This Site and the materials therein are provided "AS IS." We make no representations or warranties, either express or implied, of any kind with respect to this Site, its operations, contents, information or materials. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THIS SITE OR ITS USE, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
You agree that we, our directors, officers, employees or other representatives shall not be liable for damages arising from the operation, content, or use of this Site. You agree that this limitation of liability is comprehensive and applies to all damages of any kind, including without limitation direct, indirect, compensatory, special, incidental, punitive and consequential damages, damages for loss of profits, revenue, data and use, incurred by you or any third party, whether in an action in contract or tort, arising from or related to your access to, and use of, this Site or any other hyper-linked Web site.

We welcome all of your comments, feedback, information, or materials, which you submit to us through or in conjunction with this Site ("Customer Comments"). Please note that all Customer Comments shall be considered non-confidential and non-proprietary and Konica Minolta Printing Solutions U.S.A., shall be under no obligation of any kind with respect to such information and we shall be free to reproduce, use, disclose and distribute your Customer Comments to others, without limitations. Additionally, all Customer Comments shall become our property and Konica Minolta Printing Solutions U.S.A., is free to use any ideas, concepts, or techniques contained therein for any purpose whatsoever. By submitting your Customer Comment(s) to us, you agree to a no charge assignment to us of all right, title and interest in copyrights and other intellectual property rights on a worldwide basis to your Customer Comment(s).
This Site may contain links to other Web sites on the Internet that are owned and operated by third parties. You acknowledge that we do not endorse and are not responsible for the operation of or content located on or through any such Web site.

If any provision or provisions of these Terms and Conditions shall be held to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality, and enforceability of the remaining provisions shall not be affected thereby.