|
iient ,, greement Terms and ditions
<br />Francotyp -Postalia, Inc. ('FP") makes the following agreements with the customer set forth on the
<br />first page of this Rental Agreement ("Customer") for the Term-an Initial Term (commencing on the
<br />installation Date) and for any Renewal Term under the term plan you selected above:
<br />1. FP WILL:
<br />a. Rent to Customer, and facilitate installation of the above listed Meter(s), andJOr
<br />Equipment at Customer's installation address, in good working order and ready to use.
<br />b. Maintain Meter(s) and Equipment in proper operaling condition by repair or
<br />replacernent of non-consumable parts. NO OTHER WARRANTYAPPLIES TO THE METER(S)
<br />AND EQUIPMENT: FP DOES NOTASSUME RESPONSIBILIN FORANY DAMAGES
<br />CUSTOMER MAY INCUR IF THE METERS AND/OR EQUIPMENT DOES
<br />NOT OPERATE, INCLUDING INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
<br />c. THESE TERMS & CONDITIONS APPLY ONLY TO THE METER(S) AND/OR EQUIPMENT SET
<br />FORTH ON PAGE ONE OF THIS AGREEMENTAND DO NOT
<br />APPLY TO ANY OTHER FP EQUIPMENT.
<br />2. CUSTOMER WILL:
<br />a. Pay FP at lockbox address stated on invoice or pay online at www.fousa.neUmvaccount.
<br />The advance rental payment under the payment plan you selecled above and, aflerwards,
<br />the advance penodic renfal payments required under the payment plan you selected above,
<br />and For updaling rate calculating software. Customer iurther agrees to use the postage meter
<br />for business purposes.
<br />b. Customer intends the rental payments hereunder [o be net to FP and Customer shall pay all
<br />saies, use, excise, personal property, stamp and ad valorem taxes, fees or charges imposed on
<br />the shipmenl, transportation, delivery, ownership, leasing, rent, sale, purchase, possession or
<br />use of the equipment (excepl Federal or State nei income or franchise taxes imposed on FP),
<br />Customer shall reimburse FP upon demand for any laxes paid by or advanced by FP.
<br />c. Use reasonable care in the handling and operation of the Meter(s) and Equipment; and
<br />be responsible for any loss or damage to the Meter(s) and/or Equipment, including provision for
<br />properinsurance coverage.
<br />d. Not use special atlachments, printing plates, other devices, including
<br />Electronic Scales or supplies with the Equipment unless FP supplies them oragrees to
<br />their use in writing.
<br />e. Use postage meters ony for postage imprinting and recording purposes. (Tampering with, or
<br />misuse of, the postage meter(s) is punishable under Postai Laws and
<br />Regulations).
<br />f. Make immediately available for examination and audit by FP or ihe USPS any postage
<br />evidencing system or PSD in their possession.
<br />g. Notify FP of any change in location of the Meters and/or Equiprnent and reimburse FP for any
<br />reasonable cost incurred by FP as a resuk of the change.
<br />h. Retum the Meters and Equfpment to FP, at Customers expense, to a location
<br />designated by FP in good condftion, nortnal wear and tear accepted. Customer also
<br />agrees to reimhurse FP for any cost FP incurs to retum the Equipment to good condition.
<br />3. ADDITIONALTERMS FOR TELESET METER RENTALS:
<br />a. A bank designated by fhe Postal Service wili act as a depository for Customer's advance
<br />postage payments.•'
<br />b. Before resetting ifs TELESET Meter, Customer must have at least the amount of the resel
<br />increment in Customer's account at the designated bank.
<br />c. If FP provides lemporery advancefunds to Customer's account to cover the resettings.
<br />Customer agrees to repay FP's advance within five (5) 6usiness days and to pay FP's then current
<br />service tee.
<br />d. FP will invoice Customer quarterly in arrears for ihe reset fee (if applicable) on each completed
<br />telephone reset transadion.
<br />e. If Customer disconfinues ds TELESET Meter rental account, FP will endeavor to have the
<br />Postai Service retum the funds in Customer's account within 90 days after Customer's wririen
<br />request, but FP does not guarantee that those funds wili be retumed by any specific date_
<br />4. GENERAL PROVISIONS:
<br />a. Customer acknowledges FP's exclusive ownership of the Meter(s) and Equipment, and that
<br />Customer has no rights except for use for the Rental Term; and agrees to indemnify and defend
<br />FP frorYi any claims, legal adions, and costs (including ariomey's fees) resufting from Customer's
<br />use and operation; and take reasonable action, to protect FP's ownership.
<br />b. THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN CUSTOMER AND FP;
<br />SUPERSEDES ANY PRIOR UNDERSTANDINGS OR WRITINGS; AND IS SUBJECT
<br />TO WRITTEN FINAL ACCEPTANCE BY FP AT OUR MAIN OFFICE.
<br />c. Notices must be in writing and are given when received by mail, to Customer's or FP's main
<br />office, or to another address of which Customer or FP later give notice.
<br />5. IF CLAIMS OR DISPUTES BETWEEN CUSTOMER AND FP SHOULD ARiSE:
<br />a. If Customer fails to pay rent or other amounts due FP on the date due, or if any legal action
<br />commences which may resutt in another's taking oi the Equipment: FP can tertninate this
<br />Agreement, without notice or legal adion, and Customer will allow FP to erner the localion of the
<br />Equipment and repossess it; and Customer wili pay FP accrued rent up to the repossession date
<br />or the current term expiration dete, whichever comes later, and a delinquency charge of 1.5% per
<br />month (but not in excess of the lawful maximum) on any unpaid amouMs until paid. Customer
<br />further agrees that should it become necessary to place the account with a coliection agency or
<br />attomey, Customer will pay all collection costs and attomey fees incurzed by FP in addition to other
<br />amounts due.
<br />b. In the event of any litigation between Customer and FP, Customer and FP hereby agrees ihat
<br />any and all disputes, claims, actions or controversies arising between the parties of whatever
<br />nature (including, but not limtted to, any and all contraclual, statutory, equitable or lori claims) shall
<br />be brought only in either the Uniteii States Disiricl Court for the Northem District of Illinois or in
<br />the Cirnuit Court of the 18th Judicial Distrid, DuPage County, Illinois, and each of Customer and
<br />FP hereby consents to both venue and personal jurisdiction in those courts to the exclusion of all
<br />others. Each paAy also waives any right to a trial by jury.
<br />6.ACKNOWLEDGMENT OF DEPOSIT REQUIREMENT:
<br />a. Customer hereby acknowledges that it must iransfer funds
<br />to the United States Postal Service, through a locKbox bank ("lockbox bank"), tor Ihe purpose of
<br />prepayment of postage on CMRS-equipped meters ("Deposit").
<br />b. Customer may make Deposits in lhe lockbox bank account, Identified as Uniled
<br />States Postal Service-CMRS-FP. The Postal Service may, at its discretion, designate
<br />itself or a successor as recipient of Deposits by Customer.
<br />c. Any Deposit made by Customer shall be credited by the Postal Service only forthe payment of
<br />postage through CMRS-equipped meters. Customer shall not receive or be entitled /o any interest
<br />or other income earned on such Deposi[s.
<br />d. The USPS will provide a refund in accordance with the rvles and regulafions
<br />governing deposit of funds for CMRS, published in the Domestic Mail Manual Transition Book or
<br />its successor.
<br />e. FP may deposit funds on behalf of Customec The Postal Service will make no such advances.
<br />Any relationship conceming advances is between Customer and the Meter Manulacturer.
<br />f. Customer acknowledges that the terms of this Acknowledgmenl of Deposit may be changed,
<br />modified, or revoked by the Postal Service, with appropriate notice.
<br />g. Postal regulations governing the deposit of (unds for CMRS are published in the Domeslic Mail
<br />Manual Transition Book or R successor. Customer acknowledges that it
<br />shall be subject to all applicable rules, re9ulations, and orders of the Postal Servke.
<br />7.ASSIGNMENTS:
<br />a. FP may assign the paymenls and other obiigations owned by Customer under Ihls Rental
<br />Agreement to a third party (the °Assignee") without any prior notice to Customer. If FP does
<br />make such an assignment, Customer agrees thal the assignee has ali of the rights and remedies
<br />granted to FP under this agreement, but none ot FP's o6ligations, Customer also agrees to
<br />unconditionally pay all amounls due under this agreemeni to the Assignee, without set-oft,
<br />regardless of any problems that may arise with respect to the equipment or any claims,
<br />defense or oft-sets that you may have or assert against FP.
<br />8. TERM AND TERMINATION.
<br />a. This Agreement shall be for the fnitial Term set forth on the first page oi this Agreement,
<br />and shall automatlcally, wlthout any actlon by either party, renew for a perlod of one year
<br />(a "Renewaf Term") at the end of such Initlai Tertn. At the end of such Renewal Term, this
<br />Agreement again automatlcally renews for an additlonal Renewal Term, unless terminated
<br />In accordance with the terms of Section B.
<br />b. Elther party to this Agreement may provfde notice W the other parry of its
<br />intent not to renew this Agreement pursuant to paragraph (a) above. Such notlce must be
<br />In writing, and must be delivered to the other party no later than ninery (90) days, (or the
<br />maximum time period pertnitted by appllcable law) pnor to the end of the Inltlal Tertn or
<br />then current Renewal Term.
<br />c. This Agreement may be terminated at any time by either party In the event of a materlal
<br />breach of these Terms and Condltlons by the other party. In the case of such a breach, the
<br />non-breaching party must prov(de wrltten notlce of such breach to the breaching party.
<br />The breaching party shall have a ntnety (90) days (or the maximum Ume perlod permitted by
<br />applicable law) from the time ft receives such notfce to cure such breach.
<br />9. USPS ACKNOWLEDGMENT:
<br />Customer acknowledges that the meter(s) Customer has leased is owned by FP; the lessor,
<br />and that ft will be surrendered to the lessor fmmediately upon its demand. Customer further
<br />acknowledges that use of this meter is subject to the conditions established from time to time
<br />by the United States Postal Service and published in the Domestic Mail Manual. Customer
<br />acknowledges its understanding of fhe fact that if the meter is used in any fraudulent or unlawfuf
<br />scheme or enterprises, or is not used for any 12 consecutive month period, or if Customer fails to
<br />exercise sufficient control over the use of the meter to preclude its unlawFul or improper use, or
<br />if Customer takes or allows the meter to be taken outside the United States without prior written
<br />pertnission of the Manager, Retail Systems and Equipment, U.S. Postai Service, Washington, DC
<br />20260-6807, or if Customer otherwise fails to abide by the provisions of postal regulations and
<br />this lease regarding care and use of the meter, that this rental/lease agreement and any related
<br />Customer ldentification Number may be revoked. Customer further acknowledges thal any use
<br />of this meter to fraudulently deprive the U.S. Postal Service of revenue can cause Customer to
<br />be subject to civii and criminal penallies applicable to fraud and/or false claims against the United
<br />States. The submission of a false, ficl'Aious, or fraudulent statement can resuk in imprisonment
<br />of up to 5 years and a fine of up to $10,000 (18 U.S.C_ 1001). In addttion, a civil penatty of up to
<br />$5,000 and an additional assessment of twice the amount falsely claimed may be imposed (31
<br />U.S.C. 3802). A false statement In this application or the malling of matter bearing a Fraudulent
<br />postage meter imprint, are examples of violation of these statutes.
<br />Slgnature of Customer's Authorized Representative:
<br />Printed
<br />Page 2
<br />
|