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Home My WebLink AboutCanon Business Solutions ELIZABETH A. NEVILLE TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (631) 765-6145 Telephone (631) 765-1800 southoldtown.northfork.net OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 367 OF 2004 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MAY 4, 2004: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Suoervisor Joshua Y. Horton to execute a lease agreement with Canon Business Solutions- East~ Inc. for two (2) new Canon ImageRunner 5020 digital copy machines for use at Town Hall, at a total cost of $990.00 per month for a period of sixty (60) months beginning on the date of delivery, payment will be made within 30 days of delivery in order to receive special promotional pricing, all in accordance with the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk NOTE TO FILE: Delivery date was 5/25/04 Cost Per Copy Rental Agreement ,Canon* CANON BUSINESS SOLUTIONS - EAST. INC. ACCOUNT# E Q U I P(¥EEQNuT) PC~EaNCTR')P T I O N ~ SERIAL, NUMBER MONTH~ MINIMUM RENTAL MONTHLY Plus god cab e ~ ~ t~ COPY ALLOWANCE $ Co~s AgreementinofudesbIacktonerbasedor. manufactureKssuggesteUtoneryed SUDD esw b~ShDDedqu~rterM Oop~s `"XCESS COPY C~ARGEI UNIT#~ ¢oer [ ',per INITIALTERM OFAGREEMENT: MONTHS SECURITY DEPOSIT - 1-15 · f Sales Tax Exem¢/a vaud tam exempz certificate Plus applicable sales tax mus Become)any th s Agreement Ad~ce Payment-t st& Last Equlpmen~ Locahon 0 different than bllhng address) SOLE ~ROPR[ETORSHIP: DATE O¢~IRTH~ Customer Contact for I ADDRESS Meter Readings CORPORATION/PARTNERSHIP: TAX[DC: Purchase Order # f I.f this information differs for each machine, please aitacn schedule. Fax No. TERMSANDCONDmON~ The words YOU and YOUR mean the ' = ' , · MPORTANT INFORMATION ABOUT E record inforrhation that )den~ifies each 1,RENTALAGREEMENT "AGREEMENT" :We~reetore~toyouandyouagreetorentfrom usthe Eqofpme~/[stedabove 'Equi~menfl~. Youpromisetopayus~eMonth]yMinimumRentbJ("MMR' in ac,~ofdance wth the terms below p tus the Excess Copy Ch argo (" EC C' ) on cop res in excess of the Mo~h y Copy Al owance 'MOA '),~hich ECO shall be billed ann ua)tM or by anothbr per'~ determ in ed bi us. iYo u ~u~ofize us to insert in this Agreementsedal numbers of Eau umentwhen we so determine them The parties intend this Agreementto ]~e a finance I~ase under Arlide 2A onhe Ur~form Commerda[ Code. UNCONDITIONALAND ARE NOT SU SJ EOT TO Ai~( ABATEM EN~, SET-0FE DEFENSE OF~ C~ HAVE ORASSERTAGAINSTTRESUPPLIEB OR EQUIPMENT MANUFACTURE8 Th SAg eemen Date. Such dole rment wfll only deter the due d~tes of the [nstaJ[ments of renl be charged a late fee of ten percent (10 Ye) of the amountof such payment, plus interest on. event more than the maximum rote permitted by law, I TRETEBMSANDCOND rIONS PRINTED e USER (FULL LEGAL NAME~) Jo.. BILLING ADDRESS INCLDD1NG ~lf~OUT UMIT,~T1ON AN~CL~IM THATVOU MAy ~Ag[eeme~,lt in no way dleg ersthe CommeDcemeM: hereunder ts not made by~ou ~hen due you sba ~ paid, but as to each ofihe foregoid~,inlno ; Holrton ~m~'~_~ /V'"y tJ ~ -7/ (63 cl~, ST~TE Zl~ PH0~ m uncondBonafly gu~antee that User will perfgrm ami obligations un~erBe Agreement ~mly and pm I will Still be p~marily and uncond~onaiIy responsible thr those pay~e~ ~d obligations. Qwner ( If User defaults under theAgmement, I will immedi~eiy ~y all amo~n~ due in accord~ce ~ ~ I agree that this 6uamn~ will continue until the Agreement is fully paid, that it Can be enforced b' 12 of the Agreement is a part hereof. x WITNESS SIGNATURE DATE PRINT NAME x 800 q/6:/0q iUa"E~ I ' r ~ATED nptly. ] al agreethat Owner may m&ke other arrangements ~ith the User and bes not have to notify me if the User d~aults under the terms ,of the Agreement default pfOvis!ons of the Agreement, plus any attorney's~fees and other costs. gr for (h~benefit 0f ~ny assignee Or ~uccessor or Owner arid that ParBgraph / GUARANT01 SiGnATURE ]NDIVID/JALLY 2 FORM 201-REV10/03 3. COVERED AND NON-COVERED SERVICE: A~I routine psdormed bY "Canon ~ East" during its regular business hours to the Equipment in Order to enable "Canon - East's" technicia s to this Agreement in which ease the removed parts shall become the shall be invoiced in accordance with 'rCanon - East's" established (a) Repairs m without limitation, the or service i service needed to keep the Equipment in working order shall be · You shall afford "Canon - East" fuIPand free access tt to substitute pages at any time during the term of other work beyond the scope of th~s Agreement abuse or misuse of the Equipment and its parts (indudina - East" and which cause abnormally frequent service naJ[~ 2; transpodation of the Equipment; accident; ~.nd failure of electrical b or c work which ~rfe , ,, of "Canon - Eest¥r regular busines.s, hours. If in ",,Canon - East's" opinion the Equipment cannot be main ained n good working ce Easts routine preventative maintenance service, Canon - East shall have the right in its sole discretion· to substitute comparable Equipment ,noved Equipment shall become the property of "Canon - East" and he subs u ed equpment shall become ~ubject to this Aor~emsnt Nothing contained herein shall be construed as prov[d[n~ you ,,with an election of remedies. ¢ ' 4. NO WARRANTIES: We are rentingthe Equipment to you AS IS. WE EXPRESSLY DISCLAIM ALL WARRANTIES. EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WlTHOrJT LIMITATION THE CONBITION MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE EQU PMENT OR INFRINGEMENT OR THE LIKE. YOU HEREBY ACKNOWLEBGE AND AGREE THAT THE EQUIPMENT IS OF A FUNCTION, BESIGN CAPACITY AND OTHER SPECIFICATIONS SELECTED SOLELY BY YOU AND THAT WE AND OUR AFFILIATES, OFFICERS, DIRECTORS ANB SHAREHOLDERS HA(/E NO RESPONSIBILITY IN CONNECTION THEREWITH. WE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, PERSONAL iNJURY, PROPERTY DAMAGES LOSS OF BUSINESS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES CAUSED BY OR RELATER TO THE EQUIPMENT IT.S, MANUFACTUR,E, INSTALLAT(ON, FUNCTIONING OR OPERATION OR CAUSED BY ANY DELAYS IN MAKING DELIVERIES OR REPAIRS OR BY THE MANUFACTO'RER S OR SUPPLIER ~ PERFORMANCE OF MAINTENANCE ON THE EQUIPMENT. YOU ACKNOWLEBGE THAT THE FURNISHING OR MAINTENANCE SERVICE FOR THE EQUIPMENT BY THE MANUFACTURER OR SUPPLIER DOES NOT IN ANY WAY AFFECT THE DISCLAIMER SET FORTH HEREIN ANB DOES NOT ASSURE IN ANY MANNER WHATSOEVER UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT. Notwithstanding the foregoing, we nor our affiliates, officers, directors or shareholders sha!l be liable for any consequential or incidental damages. 5. OWNERSHIP, REDELIVERY AND RENEWAL: We a and have title to the Equipment. To erotect our rights in the Equi[~ment in he even his A~reement is determi~ed to be a security ogre a secumy interest in the Equipment and all prdceeds, products, rents or profits therefrom. In States where pe authorize us t( statement or other instrument in resgect to this Agreement showing our interest in the Equipment and in an Uniform Commercial Code Financing Statements, to be filed or recorded and periled ' statement or instrument requested by us for such purpose. You agree such instrument or statement. No moro than one hunared ~-reeoraea ana grant us to pay or reimburse us for anyf searches a fees or eighty 180 days but net less ,hah ninety :piration o to return the EquiBment to us. Provides ~ely nstk working order, ordinary wear and tear excepted in a manner and to a [oc~ as provided herein this Agreement shall renew for additional terms of nip 6. RISK OF LOS§ AND~NSDRANCE: You are environmenta. I reGuirements, and respon We are not responsible for a against any claims for losses or ir ' 8. TAXES AND FEES: You ~ries caused or Agreement you shall ive us written notice of your intention and insurance preps ; ts us in good repair condition and y us, or having nogfi~ us you fad to return the Equipment ~I to 100% Of the rem prodded herein. to the manufacturer's published space, electrical and e and monitorine readings. Except for ordinary wear and tear, you are UIPMENT IS DAMAGED OR 'I2OST, YOU AGREE TO CONTINUE TO PAY RENT. You us as the loss payee to obtain ageneral public liability insurance us cert ca[es or other evisence of insurance. Should you You agree to reimburse us for and to dofend us this Agreement, now or hereafter imposed, rstate, federal o¢ local ( gree to pay ~67.50 in connection with this Agreement. , EQUIPI~ENT LOCATED IN CERTAIN STATES is subject to sales tea laws which require that tax be paid up front. If you choose to pay this tax up front, you may include with your security deposit, your check for the current percent of tax apptied to the Post of Equipment. if you do not idclude payment up front you authorize us to advance the tax and increase your monthly payment by an amount equal to the current tax percentage applied to the monthly rental shown above· 9. LOCATION OFEQUIPMENT:' You will ~eep and use tl:e Equipment only at your address sfiown on the reverse Side and use the Equipment for business purposes only· You agree that the Equipment will not be removed from that address unless you get our wriffen permission in advance to move it. You agree that the Equipment will be used for business purposes only. 10. DEFAULT AND REMEDIES: ¢ to pay rent ~ er agreement with us and/or our affiliates concern ng the nonce of Other Equipment when due; o ' terms, covenants or conditions Of this Agreement and/or under ~ written notice; or (sustain a substantial deterioration ' you; any other agreement with us a~ condition (finaoniel Or otherwise) an assignmefit for the Code or one is flied a or (d) a receiver trustee conservator or liquidator is appointed with or without yogr consent ,we may, to the ex en by applicable laW, exercise any one or more of the rot[owing remedies (i) we can require fi- ~uipmen{, to us and d( sue rot and receive from you fbe sum Of all renter payments and other amounts then due a, j under this reement fr any fieret0, plus the prese the remaining MMR payments for the unexpired term of this Agreement ar any schedule thereto discounted at rate of 6 Yo per ~d or the lowest legal r (ii) to similarly accelerate the balances due under agy other agreements between you and us and/or any affiliate of ours concerning the fi !quipment; iii although agree that we are not obligated to do so,,if we decide to take possession of the Equipment and/or the Other Equipment, we shaftgive ~ for any sums received I ~ from the sale or rental of the it after deduction of any amount still owed by you under this Agreement and our cost of repossession and th< .~ntai of the Equifmenf; squire you o re urn all E~u pmen and/or Other EquilEmen a your expense to a pace easonably ,designated by us (v) o cha ge you o )enses incurred n cnan n with fhe enforcement Of any of our remedies including all costs of collection, reasonable attorney s fees and court chats. Lessee shall al e for the pre- and pest-judgemenf attorney's fees end costs incurred by Lessor after a judgement has been entered against Lessee by any court. Such en amount Shatl be payable in addition to ali amounts payable by you as a result of the exercise of any of the remedies provided herein. Ali our remedies ere cumulative are in addition to any ether remedies provided for by law, ahd may to the extent permitted by law be exercised eiiher concurrently or separately. Exercise of an, one remedy shall not be deemed an election of such remedy or ~o preclude the exercise of any other remedy. No failure on Our pad [o exerbise any right or remedy and no delay in exercising any dght or remedy shaft operate as a waiver of any right or remedy or to modify the terms of i.his Agreement: A waiver of de,aug shall not be construed as a waiver of any ether or subsequent default: 11: ASSIGNMEN"ITi YOU HAVE NO RIGHT TO SELL, TRANSFER; ASSIGN THIS AGREEMENT OR SUBLEASE THE EQUIPMEN% We may sell, assign or transfer this Agreement, withou~ nogce. You agree that if ',ye soil, assign or transfer this Agreement, the new owner will have the same rights and benefits that we haue new and will not have to pedorm any ct our obtigafions. You spree that the right of the new owner will ~ot be subject to anyclatms defenses or set offs that you may have against us. WE MAY SEL, ASSIGN OR TRANSFER OUR RIGHTS (BUT NOT OUR OBLIGATIONS) UNBER ,HIS AGREEMENT TO CITICORP VENDOR FINANC~ IND. SUCH SALE, ASS GNMENT OR TRANSFER SHALL NOT REL EVE US OF OUR OBL GAT ONS HEREUNDER. ' 12. CONSENT TO JURISDICTION AND GOVERNING LAW: YOU AND ALL GUARANTORS CONSENT TO THE PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK WITH RESPECT TO ANY ACTION ARISING OUT OF ANY AGREEMENT GUARANTY SETTLEMENT AGREEMENT PROMISSORY NOTE OR OTHER ACCOMMODAT ON OR AGREEMENT W TH US. TH S MEANS THAT ANY LEGAL ACT ON F LED AGA NST YOU AND/OR ANY GUARANTORS MAY BE FLEER IN NEW YORK AND THAT YOU AND/OR ANY GUARANTORS M~,Y, BE REQUIRED TO DEFEND AND LITIGATE ANY SUCH ACTION IN NEW YORK· You and all guarantors, agree that service of process by certified mail, return receipt requested, shall be deemed the equivalent of personal service in any such actiob· However, nothing in this paragraph shall be construed to limit the jubsdistions in whicn suit may be filed by any party to this Aqreement or the means of obtaining service of process in ~ny such suit. ANY LEGAL ACTION SHALL BE GOVERNED BYAND CONSTRUED ACCORDING ,T,O THELAWS OF'THE STATE OF NEW YORK: TO THE EXTENT PERMITTED BY LAW YOU WA VE TB AL BY JURY N ANY ACT ON REREUNDER. YOU HEREBY WA VE ANY AND ALL R GHTS AND REMEDIES GRANTED YOU BY SECTION 2A:508 THROUGH 2A-522 OF THE UNIFORM COMMERCIAL CORE. 13. ENTIRE AGR,EEMENT: You agree that we may insert or correct missing information on this Agreement including your legal name and the Equipment's descdptich Sedal number and location, otherwise, tfi~s Agreement contains the entire arranaement between the peri,es superseding al~ previous proposals orai or written· No representation er statement not Contained in the original of this Agreement shall be bindFn~ as warranty or otherwise, nor shelf this Agreement be modified or ~mended exCePt 5y written agreemen, and si~ned by the partie~, binding aS warranty or othe~ise. Ibis Agreement shall not be modified except in wd,i?,g and signed by both parties. You expressly d~sclaim having re,red upon any representation or statement concerning the capab~i~/, condition, operation, performance or specMcetions of the Eouipment except to the extent set forth on the original of this Agreement, 14. PURCHASE ORDER: You agree tha~ any Purchase Order issued to us covering this Eeuipment shall not in any manner whatsoever modify the terms and condt ohs of this Agieement, which sha!l govern the rental of this Equipment. ACCEPTED BY "~ CANON BUSINESS SOLUTIONS - EAST, INC., Owner BY TITLE DATE FORM 20~ -REV10/03 CANON BUSINESS SOLUTIONS Canon Business So[utions-Eest, Inc. ("Canon-East") 300 Commerce Square Blvd., Burlington, NJ oBm6 (800) 220-4000 Cus~ Code Acquisition Agreement Company Address Email State Phone Equipment, Supplies and Licenses of Application Sol, yarc with listed thlid party support contracts [~em Cdde Order Date Description 116910 Cust Code / Delivery Dare __ ! Qty Unit Price Total Price Equipment Lease by Leasing Company to Customer: No[3 Payment Terms: Other Reqttimmenrs: Shipping Instruct ohs: ~ CWO [] P.O. Required/P.O. = ShiF Via: ~ Other [] TaxExcmpr #Steps (Att ac2¢ Certificate Elevator Loading Dock? Spedal Instructions Return / Move Authorization [] Return Of~gimfl Order# [] Return ro Leasing Company 2 Move ouiy [] Trade In [3 Other Item Code. Description Special Instructions Customer hereby author'ms Canon-East to remove the trade-in items listed above. Customer A~ceptance AGREES TO PURCHASE 1;HE ITEMS SI ) CONDITIONS, Authorized Canon Business Solutions-East. Inc. Salesperson Rep ID# ~ ~s[] No[] Subtotal Delivery / Install Sales Tax Total Deposk Balance Due RGA# Sexial # Meter Reading Ship/Handling Tide q,,r'=rv!sor,To,~m of:Seutho!d SLS-004A 10/03 ADDITIONAL TERMS AND CONDITIONS 1. PRICE AND PAS'MENT. The purchase price for the items listed on the reverse side hereof (the "Listed Items"), which are units of Equipment, Supplies and Licenses of Application Software with listed third parr/support contracts, is due and payable in flail upon Customer's recipt of Canon-E~sr's invoice~ If invuices are unpaid and overdue, the CUStomer shall pay the actual and reasonable.costs and expenses of colleetJor~ incurred b~ Canon-Ea~t inal~d~n~ the ~ayx~m,gm attorn.e?'s fees pesmir[ed }riaw' In addition ro the amounts shown on the reverse side hereof, Customer shall pay C'~anon-East's 'rates for an~ spec~at r~ggmg for dehvery and mstatlanon. In the event that, at any time prior to ~ipment, Canon-East dlscovers any mistake in oriclng or Equipment configuration on the front side of this Agreement, Canon-East reserves the right to notify the Customer of the mistake in writh~g amd to rescind this Agreement without frtrdier liabiJity to Customer hereunder. CanonvEast reserves the right to withhold shipmm~_t of the Listed Items math Customer ~rmkes full payment of the pm,chase puce or to revoke any credit extended to Customer because of its failure to pay may anaounts when due or for any other rea- son affecting Customers credit~vorthiness. Customer represents that (a) Canon-East will receive good and marketable tide to each item of trade in equip- ment listed on the reverse side hereof~ and (b) Cu, stomer is conveying such trade in equipment to Canon-East kee o~qd dear of any ~_-td ali liens and lease- hold i~terest. Customer agrees to pay Croton-East s remo,eai charges i~, on the date that Canon-East delivers the Equipment to Customer the trade-in equip- ment is unavailable for ~ick ~p and removal through no fault of Canon-East. 2. EQUIPMENT LEASE. If Customer has e!ec~ed on the reverse side hereof to lease the Equipment, Customer shall (a) he deemed re have assigned its right to purchase the Equipment to the Leasing Company designated oi~ the reverse side he~reof, axtd (b) enter into a lease agreement with the Leasing Company~ Such assignmentr, is conditioned. .uv°n.. rune Leasing Company's, ~ . fat[. o-payment olde. ~pm'ch~se ~ fice of the. Listed, .Items. ~he righ-cs~ anal, obligXdons. of the Customer aztd ,~,anon-East specked m di~s Agreement ann m! othe~ t~rms and conditmns contraned hereL~ shall survive the C~stomer s ass~gr~_ment of irs right to purchase the Equipment. 3. LLMITED WARRAN'I~. For ninety (90) days after the date of the original delivery of the new Canon brand E~uinment (thirty (30) days in r_lxe case of refi~shed ~anon ~rand Eqmpment ~, CanonTEast warraxtts that undar normal use ~md matmenance condmons ali such Eqmpment will be £ree from dafecrs in material and ~vorkananship. Warranty claims must be made in writing by Customer to Canon-East no later than five (5) business days alter the exp anon of the warranty per-.od. Canon-Easts. obngauons,, matter, th~s ~varranty. are hmitect, solely to ~epatr or repI~cement (~t Canon-E~st s sole, option) o£ such parts as are proven ro be defecnve upon Canon-East s mspecuon. Th~s warranty noes not extend to, and Customer shall pay Canon-East s labor, parrs and supply charges for, (a) repairs resulting from service Msits required as a result of inadequate key operation involvemer~t (e.g., Canon-Eat rechnidan is dispat.,c~,.ed to rectify a problem covered by the operator manual), (b) repairs necessitated by factors orI~er than normal use ndudlng, without 1kmitation (i) any widful act, negligence, abuse or misuse of such Equipment, (ii) the use of parts, supplies or software not supplied by Canon USA or Canon-East and which cause abnormally frequent service caJls or service problems, (iii) service performed by personnel other than Canon-East service teclmicia~ls, (iv) trans- portation of the equipment, (v3 accidea~t, and (vi) electrical power malfunction or extreme h~ting, cooling or humidity and ambient conditions, or (c) re- installation of dxe Equipment. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT THE LIMITED WARRANTY CONTULtNED HEREIN DOES NOT ASSURE UNINTERRUPTED OPEPO~TION AND USE OF THE EQUIPMENT. OUIEIER THAN AS SET FORTH/iq THIS PARAGRAPH 3, CANON-E~ST EXPRESSLY DISCId~vIS AND EXCLUDES )LN'Y AND ALL WAR- RANTIES, EXPRESS OR IMPLIED. INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE LISTED ITEMS. IN ADDITION. CANON-EAST MAKES NO WARRAN- ~ EXPRESS OR IMPLIED. INCLUDING LMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICUL&R PUR- POSE WITH RESPECT TO SOFTWARE OR WITH RESPECT TO NON-CANON BRAND EQUIPMENT CANON-EAST ASSIGNS TO CUS- TOMER WITHOUT RECOURSE ANY WARRANTIES MADE BY THE MANUFACTURER OF SUCH SOFTWARE OR NON-CANON BRAND EQUIPMENT. =. SECURITY. As secttrity for the payment of all amounts to become due to Caston-East. Customer hereby grants to Canon-East a security interest in the Eqmpmenc. Customer shall, upon request by Canon-East, execute and deliver to Canon-East any and all financing statements necessary to evidence or perfect Canon-East's securiw interest in the Equipment. To the extent permit:ted by applicable Jaw, Customer agrees and does hereby authoriz~ Canon-East al ro execute mod file with the appropriate govermnenral authorities any and ali financing statements necessaxy to evidence or perfecr Canon-East's securi- ty ~nterest m the Equipment, and b) u_pon any disposition of Equipment pursuant to Canon-East's security interest, to transfer, on Customer s behalf. rights as licensee under any softwvare licenses that axe part of the Listed Items. 5. LIMITATION OF LIABILITY. CANON-EAST SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE UNLESS CAUSED SOLELY BY CANON-EAST'S NEGLIGENCE. CANON-EAST SHALL NOT BE LIABLE FOR LOSS OP PROFIT OR OTHER SPE- CIAL. iNDiRECT. INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITT TO USE THE LISTED ITEMS. REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF CANON-EAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. CHOICE OF LAW AND FORUM. THIS AGREE~MENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF TFIE STATE OF NEX,V YORK AND THE CUSTOMER CONSENTS TO THE F~XCLUSIVE JURISDICTION AND VENUE OF .~aNY STATE OR FEDERg2L COUNT LOCATED WITH THE STATE OF NEW YORK UPON SERVICE OF PROCESS 3Z~UDE 1N ACCORDANCE WITH THE APPLICABLE STATUTES AND RULES OF THE STATE OF NEW YORK ORTHE UNITED STATES. ANY AND ALL SUITS COM- MENCED BYTHE CUSTOMER AGAINST CANON-EAST WHE251ER OR NOT ARISING L~NDER THIS AGREEMENT AND REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH SUITS ARE BASED, SHALL BE BROUGHT ONLY INTHE STATE OR FEDER3~ COURTS LOCATED WITHIN THE STATE OF NEW YORK. CUSTOMER HEREBY WAIVES OBJECTIONS AS TO VENUE AND CONV~ENIENCE OF FORUM. ANry SUIT BEI W~.EN THE PARTIES HERETO. OTHERTHAN ONE SEEKING PAY51ENT OF AM-OUNTS DUE HEREUNDER. SHALL BE COMMENCED. IF AT ALL. WITHIN ONE 1 Y~m6d~. OP THE DATE THAT THE Ci2klM ACCRUES. THE PARTIIES IRREVOCA- BLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM_ 7. ENTIRE AGREEMENT. This Agreemen~r, and Canon-East's credit application signed by Customer, constitutes the endre agreement between the par- ties with respect r,o the furnishing of the Listeo Items, superseding all previous proposals, oral or written. Any purchase order utilized by Customer shall be for the Customers admiuistrafive convenience only, and any terms therein which conflict with, vary from or supplement the provisions of this Agreement shall be deemed null and vol& No representation or statement not contained on the orig/rad of this Agreement shall be binding upon Canon-East as a war- runty or otherwise, nor shali this Agreement be modified or amended except by a writing signed by an officer of Canon. East and by the Cusroroer. Customer expressly disclaims having relied upon any representation or statement concerning the capability,, condition, op~arion, performance or specifications of the Listed Items except to the extemt set forth on the odginal of this Agreement. . COPIER MACHINE PROFILE (/) a: z w a: oll...J CD 0 .-: w :iE ci i= :J WW ::::l <( D.. D.. ~c Z z 0 W D.. <(0 0 C ::::l :iE:iE ...J <( ...J (/) ii: W (/) 1 Southold Main Office Canon Business Canon IR5020 JCT07316 Solutions 2 Southold Main Office Canon Business CanonlR5020 JCT07621 Solutions 3 Southold Main Office Canon Business Canon IR5020 JCT18854 Solutions 4 Southold Main Office Canon Business CanonlR5020 JCT18866 Solutions , 5 Southold Main Office Canon Business CanonlR2870 KGCOO278 Solutions 6 Southold Dept. of Justice Canon Business CanonlR5070 SXP17589 Solutions 7 Mattituck Human Canon Business CanonlR2270 SLH23659 Resource Ctr. Solutions 8 Peconic, NY Recreation Canon Business CanonlR2270 SLH33890 Solutions 9 Cutchogue, NY Solid Waste Canon Business Canon IR1023N TJE01121 Solutions , , , v