Terms of Sale 06/12/2023

Terms of Sale

These STANDARD TERMS AND CONDITIONS govern the relationship between BUYER and Clover Imaging Group, LLC (”Clover”)

1. ACCEPTANCE:

No order by BUYER shall be binding upon Clover or its authorized representatives. BUYER'S order is only accepted by Clover subject to these STANDARD TERMS AND CONDITIONS or any written agreement between Clover and BUYER specifically subject to these STANDARD TERMS AND CONDITIONS or any written agreement between Clover and BUYER specifically superseding these STANDARD TERMS AND CONDITIONS. Clover’s order acceptance constitutes BUYER’S unconditional agreement to comply with and be bound by these standard terms and conditions.

2. EXCUSED DELAY IN OR FAILURE OF COMPLIANCE WITH ORDER:

Clover shall not be liable to BUYER or any third party for any delay or failure of compliance with any order caused by or attributable to:

• Acts or omissions of any common or other carrier;
• Acts or omissions of any supplier of power, fuels or raw materials;
• Any failures of production equipment;
• Any laws, regulations, demands, requests or requirements of any government authority;
• Any war (whether declared or undeclared) or civil strife;
• Any strike, lockout or labor trouble;
• Any fire, flood, windstorm, earthquake or other natural cause;
• Any event of FORCE MAJEURE or;
• Any other contingency beyond Clover’s control.

3. LIMITED WARRANTY FOR IMAGING PRODUCTS:

Clover warrants that its imaging products (namely ink and toner cartridges), when stored, installed and used under normal conditions, will be free from defects in materials and workmanship for the period specified in the product documentation for the specific product ordered, calculated from the date of purchase. The aforesaid warranty applies to damage to the print head or a printing mechanism solely and directly caused by a Clover imaging product, provided that the imaging product was stored, installed and used in accordance with Clover’s recommended procedures. In the event of any damage to a print head or printing mechanism within the Warranty Period caused solely and directly by the use of a Clover imaging product, Clover will pay the reasonable cost of service and repair of the print-head or printing mechanism so damaged, provided BUYER: (a) notifies Clover of such damage in writing within thirty (30) days; (b) delivers to Clover print samples and returns the laser toner or ink cartridge(s) and any damaged or replaced parts with an authorized material return number; and (c) delivers to Clover a written service report, signed by an authorized technical service personnel, identifying the Clover imaging product as the sole and direct cause of such damage. Clover does not cover routine cleaning(s) as specified by the Original Equipment Manufacturer ("OEM"). Please refer to the equipment users' guide or equipment service manual. Nor does Clover cover on-=site equipment service related to issues for common print defects or print quality issues.

4. LIMITATIONS AND EXCEPTIONS:

THE LIMITED WARRANTY SET FORTH IN SECTION 3 ABOVE IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY AND SETS FORTH BUYER'S EXCLUSIVE REMEDY IN CONNECTION WITH SUCH WARRANTIES. IN NO EVENT SHALL CLOVER OR ANY THIRD-PARTY PROVIDER OR ANY OF CLOVER ’S OR ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE TO BUYER OR TO ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, COLLATERAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS, LOSS OF DATA OR LOSS OF USE, ARISING OUT OF, OR CONNECTED IN ANY WAY WITH THIS AGREEMENT OR WITH CLOVER'S GOODS OR SERVICES. SOME STATES OR PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY. IN THOSE CIRCUMSTANCES, AS WELL AS ANY OTHER WHERE LIABILITY OCCURS, BUYER ACKNOWLEDGES THAT THE ENTIRE LIABILITY OF CLOVER , REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION OR THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR WARRANTY) SHALL NOT EXCEED THE PURCHASE PRICE OF SUCH PRODUCTS PURCHASED AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH BUYER MAY HAVE AGAINST CLOVER AND ANY AFFILIATED PARTY.

5. PRICING:

As contracted prices included in the price list may change at any time, upon 30 days written notice.

6. PAYMENT TERMS & REMITTANCE ADDRESS:

BUYER is requesting credit from Clover Imaging Group, LLC.

BUYER agrees to pay for all purchases according to these terms and conditions, which may be amended from time to time by Clover. No terms or conditions of purchase orders different from the terms of Clover will become part of any agreement between the parties. BUYER agrees to continued solvency as a precondition of any sale made by Clover.

Clover accepts and encourages payment by credit card (VISA, MasterCard, Discover Card or American Express) at the time of sale. Credit terms are also available to those who qualify. For BUYERS that have been granted credit terms, Clover accepts payment via ACH, wire transfer, or check. BUYERS that have been granted credit terms wishing to pay by credit card will be charged a convenience fee in an amount that will be clearly disclosed to BUYER before being assessed.

Remit Address:

Clover Imaging Group, PO Box 775576, Chicago, IL 60677-5576
FedEx Overnight: PNC Bank C/O Clover Imaging Group
Attn: Lockbox Number # 775576, 350 East Devon Ave, Itasca, IL 60143

7. CREDIT:

If credit is extended, BUYER agrees to pay all debts incurred within the agreed-upon terms of sale. If BUYER’S debt should become past due, BUYER expressly agrees (subject to statutory regulations) to pay finance charges on the past due amounts at the rate of 1.5% per month (18% annualized) provided that no provision of this agreement requires or permits the collection of finance charges in excess of the maximum amount permitted by law. BUYER agrees to pay reasonable collection costs and attorney’s fees incurred by Clover to collect past due balances. In connection with BUYER’S application to purchase product from Clover, BUYER understands that investigative background inquiries will be made, and BUYER hereby authorizes Clover or its agent to investigate BUYER’S credit and financial records, including bank records.

If Clover reasonably believes that BUYER's credit-worthiness has become impaired, or if BUYER defaults in any payment owed to Clover as a result of credit previously extended by Clover, Clover may, in addition to all other legal rights it may have, cancel or suspend any order not yet delivered to a carrier and may stop or recall any shipment of goods then in transit. Any such cancellation, suspension, stoppage or recall of such order or shipment by Clover shall be without liability to BUYER or any third party. Credit is granted to customers who provide satisfactory trade and banking references. For higher lines of credit, financial statements and/or personal guarantees may be required. Past due invoices for sales that exceed credit lines may delay current shipping requests. Clover's standard payment terms are Net 30.

8. FREIGHT TERMS:

If the BUYER is paying for shipping, then Products shall be shipped at the direction of BUYER as set forth in BUYER’s written notification and/or purchase orders to Clover. If Clover is paying shipping charges, then the shipment method shall be at Clover’s discretion. Clover shall ship products ordered by BUYER within a reasonable period of time. Product shall be packaged in containers that are adequate, in Clover’s reasonable judgment, to prevent damage to product during shipping, handling and/or storage. Clover will package product in Clover's standard packaging at no additional cost to BUYER. Notwithstanding the foregoing, BUYER hereby agrees that in no event shall Clover be liable for any delay in such shipments to the extent such delay was beyond Clover’s control. Whichever party is responsible for paying the shipping costs for a particular shipment shall also be responsible for obtaining, at such party's sole cost, all insurance deemed reasonably necessary by said party to protect from risk of loss of such shipment.

BUYER is responsible for providing correct shipping information. Any costs associated with BUYER’S provision of incorrect shipping information, including but not limited to costs for re-shipment, return-to-sender charges, and additional handling expenses, will be charged back to BUYER. BUYER must review the order confirmation and immediately contact Clover if any changes to shipping information are required.

9. RISK OF LOSS AFTER DELIVERY TO CARRIER:

Clover shall in no event be liable for any loss or damage to goods in transit. Regardless of which party is paying for shipping, goods shall be shipped FOB point of shipment. Buyer’s sole recourse for loss or damage to goods in transit shall be filing a claim with the carrier. Any shipping error should be reported to our Customer Service Department (866-734-6548) within 5 days of receipt of product.

10. SPECIAL ORDERS/EXCESS SHIPMENTS:

As to specifically printed and special makeup orders, shipments of a quantity within ten percent over or under the quantity ordered shall be deemed in compliance with the order and any such excess shall be accepted and paid for by BUYER and otherwise treated as if ordered.

11. INTEGRATION:

No terms or conditions, set forth orally or in any document issued by any person other than Clover, inconsistent with or in addition to these STANDARD TERMS AND CONDITIONS, the PRINTER PARTS TERMS AND CONDITIONS, or the RETURN POLICY AND PROCEDURES set forth herein shall have any force or effect except and only to the extent that the same are specifically and expressly accepted in writing by Clover.

12. CHOICE OF LAW:

These STANDARD TERMS AND CONDITIONS, their validity, interpretation and all claims or controversies between Clover and BUYER arising hereunder or otherwise shall be governed and construed under the laws of the State of Illinois without regard to that state’s conflict of laws principles. Venue shall be the choice of Clover.

Clover warrants that its printer parts will be free from defects in material and workmanship for the duration of the warranty period, or in the case of remanufactured standard equipment, for the full life of the OEM maintenance kit cycle within the warranty period (specified by the OEM for each and every printer product when sold new). Warranty Periods are as follows: Parts (remanufactured) - 12 months; Parts (OEM) - Current manufacturer's warranty period. The warranty duration begins on the date of purchase by the end user customer. Clover's printer parts warranty does not apply to consumable parts such as, but not limited to: toner cartridges, ribbons, or ink cartridges; drums or other photo-conductive components; image transfer belts; any other item defined as a consumable by the printer OEM that wears out based on the number of pages printed and which should be replaced in the normal course of ownership and maintenance of the product. Paper path components such as fusers and rollers are covered for either 12 months or for the specific number of pages that the OEM designed the components to print before they are due to expire, whichever comes first.

Note: Hewlett Packard Enterprise ("HPE") will not support the warranty on HPE refurbished products purchased from Clover, and HPE equipment in refurbished condition purchased from Clover is restricted to sale only in the United States.

This printer parts warranty does not apply to defects which arise as a result of: improper or inadequate maintenance or modification; software, media, parts, or supplies not provided or supported by Clover’s or the OEM; operation outside the product's specifications. If Clover receives, during the applicable warranty period, notice of a defect in any printer hardware product covered by Clover printer part warranty, Clover shall either repair the defective product or replace the defective product with a functionally equivalent product, at Depot International's option.

THE ABOVE PRINTER PARTS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY AND SETS FORTH BUYER'S EXCLUSIVE REMEDY IN CONNECTION WITH SUCH WARRANTIES. IN NO EVENT SHALL CLOVER OR ANY THIRD-PARTY PROVIDER OR ANY OF CLOVER’S OR ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE TO BUYER OR TO ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, COLLATERAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS, LOSS OF DATA OR LOSS OF USE, ARISING OUT OF, OR CONNECTED IN ANY WAY WITH THIS AGREEMENT OR WITH CLOVER'S GOODS OR SERVICES. SOME STATES OR PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY. IN THOSE CIRCUMSTANCES, AS WELL AS ANY OTHER WHERE LIABILITY OCCURS, BUYER ACKNOWLEDGES THAT THE ENTIRE LIABILITY OF CLOVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION OR THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR WARRANTY) SHALL NOT EXCEED THE PURCHASE PRICE OF SUCH PRODUCTS PURCHASED AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH BUYER MAY HAVE AGAINST CLOVER AND ANY AFFILIATED PARTY.

2. PRINTER PARTS ADVANCE EXCHANGE CORE PROGRAM OFFERINGS:

Clover offers OEM, refurbished and aftermarket printer parts, many of which are available on Exchange. Exchange allows you to purchase quality printer parts for same day shipment then simply return your repairable cores to Clover. No one likes keeping track of when their cores are due, but at Clover we have made core reporting and tracking easy. Simply use the included return label produced with each shipment to return your cores. We will provide a daily receiving report and a weekly core report so you always know where you stand.

Advance Exchange Program: Our Advance Exchange program requires that for each Advance Exchange product ordered a core of the exact equivalent is returned. In order to assist our customers in returns an “ADV EXCHANGE” Sticker (R-CORE) is included for each return pre-affixed to the box. If a customer also wishes to use an Authorized Return Service (ARS) label they can be purchased and added to the order for an additional cost. Both the ADV EXCHANGE Sticker and the ARS label are tied to the order for receiving and tracking in our system. While we do all we can to provide the necessary labeling to make core returns hassle free; bear in mind that the receiving accuracy will only be as good as the application of the label(s) placed on returns.

Special order/non-stock items are non-returnable

All product being RETURNED (whether defective or otherwise) must have an approved Returned Merchandise Authorization number (RMA#) written clearly on the outside of the shipping box.

To obtain a RMA#: Call Customer Service at 866.734.6548 or email

Please provide the following information:

• Customer Name/Company
• Item being returned
• Quantity to return
• Reason for return
• Order# or PO# (if available)
• Cartridge code from the cartridge

DEFECTIVE PRODUCT:

Pre-paid FedEx ARS labels are available for returning DEFECTIVE product confirmed to be covered by any of the warranties defined above. All defective products must be sent to Clover in the original packaging, using the prepaid return labels. Clover will not reimburse for shipping charges.

PRODUCT DAMAGED IN TRANSIT:

If you receive a product that has been damaged in transit, please refuse the damaged portion of the delivery. If you notice the damage after the carrier has left the premises, please contact Clover's Customer Service at 866-734-6548.

NONDEFECTIVE PRODUCT:

Clover will not issue a RMA # for product from orders over 30 days from the invoice date. Clover does not accept stock rotation returns. Clover will grant credit for returns only if the product and the packaging are in resalable condition, and any return is subject to a 20% restocking fee. If the return is a result of our error, an ARS label will be issued upon request. Otherwise, the customer is responsible for the return freight cost.

REPACKAGING PRODUCT FOR RETURN:

All laser, copier and fax cartridges must be returned in their original packaging, including Styrofoam inserts, end caps, etc. We cannot give credit on any product when the product or the manufacturer’s boxes have been written on or marked in any way, or damaged by mis-handling (other than in transit) All product must be shipped in a protective outer boxing, with the RMA# clearly printed on the outside of the shipping box. Any product returned without the RMA# on the outside of the shipping box will be returned to sender.

Put the following information on the outside of your box

Product Return Center
315 Weakley Rd.
Calexico, CA 92231,
Return Authorization #

Before you close the box, list the nature of the defect, if any, on the packing slip. Contact UPS or other carrier to return product to the above address.