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TERMS AND CONDITIONS OF QUOTATION AND SALE 1. Quotation. This quotation is an offer by Office World, Inc. to contract to sell the goods described on the reverse side hereof at the price and terms stated if, but only if, the contract is accepted as presented and supplier prices are confirmed. Office World, Inc. reserves the right to requote the total contract price if there is any deviation from the contract as presented. O~ce World, Inc. reserves the right to verify supplier's published prices within 48 hours after Customer acceptance, to request price adjustments from Customer based on supplie~'s pricing changes, if any, and to cancel this contract without further liability of any type if the price adjustments are not promptly approved. The quotation may be withdrawn at will by Office World, Inc. and is void if not accepted within thirty (30) days. 2. Acceptance and Deposit. This quotation shall become a binding contract between the parties and orders will be placed promptly after Customer's written acceptance, payment of any required deposit and Office World, Inc.'s price confirmation. 3. Delivery and Storage Schedules. O~ce World, Inc. will use its best efforts to obtain supplier deliveries in time to meet Customer's requirements. O~ce World, Inc. will deliver goods sold hereunder within five (5) working days after Office Worid, inc.'s receipt of the last of the goods sold hereunder from its suppliers. Office World, Inc. will seek to make periodic deliveries and/or installations as merchandise is received from suppliers if this serves Customer's requirements and is reasonable in the circumstances. Prices quoted reflect delivery during O~ce World, Inc,'s regular business hours unless otherwise noted herein. Any weekend or evening deliveries will be subject to additional charges. O~ce World, Inc. is not responsible for any manufacturing or shipping delays, regardless of their cause. 4. InvoiCe and Payment. All merchandise will be invoiced upon Office World, Inc.'s receipt of goods from the manufacturer or supplier. Terms: Payment due by the 10th of the month following the date of the invoice. Two percent (2%) interest charged per month on past due accounts. a. Security Agreement. Customer grants O~ce World, Inc. a security interest in all the goods hereunder. Customer consents to the use of this document as a Financing Statement. All goods sold hereunder shall remain at the place of delivery under Customer's ownership and free from all liens until the purchase price is paid in full. If this contract is not paid as agreed, Office World, Inc. may require Customer to assemble the goods sold hereunder and make them available to Office World, Inc. for repossession at the place of original delivery. b. Restocking Charges. All merchandise on order, in storage, or previously delivered is subject to a minimum 25°/a restocking charge on an approved cancellation or return. c. Disputes. If Customer rejects (or requests price adjustments on) any item s~id hereunder, Customer shall notify O~ce World, Inc. as required under p;,ragraph 5b., and Customer may delay payment on one hundred percent (100%) of the unit price of the rejected or defective goods. Customer agrees not to withhold more than one hundred percent (100%) of the price of the rejected or defective goods. 5. Limited Warranty. O~ce World, Inc. warrants title and right to sell the goods to be delivered hereunder and that such goods will be of the kind described on the face hereof. THIS WARRANTY IS THE EXCLUSIVE WARRANTY OF OFFICE WORLD, INC. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR THE PARTICULAR PURPOSE AND THERE ARE NO OTHER IMPLIED WARRANTIES OF ANY NATURE WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OFFICE WORLD, INC. HAS NOT REPRESENTED TO CUSTOMER THAT CUSTOMER'S ANTICIPATED USE OF THE GOODS SOLD HEREUNDER IS IN COMPLIANCE WITH BUILDING, FIRE, OR OTHER APPLICABLE SPECIAITY CODES. a. Manufacturer's Warranty. Many goods sold by Office World, Inc. carry warranties, either express or implied, by the manufacturer or supplier. Office World, Inc. hereby assigns all of its rights against such suppliers or manufacturers to Customer and agrees to cooperate with Customer in Customer's assertion of those rights. b. Exclusive Remedy. In the event the goods sold hereunder fail to conform to the warranties stated above or to the contract at the time of initial delivery, then Customer shall notify Office Worid, Inc. of the defect within five (5) working days after the initial date of delivery and shail confirm that notice in writing within fifteen (15) days after the initial date of delivery or be barred from all remedy. If the warranty has been breached, if Customer has given Office World, Inc. timely notice of breach, and if it can be substantiated that the goods have not been damaged by Customer, then Office World, Inc. shall correct defects by a suitable price adjustment or by replacement of the defective goods at its own expense. CORRECTION OF NON-CONFORMITIES, IN THE MANNER SPECIFIED ABOVE, SHALL CONSTITUTE FULFILLMENT OF ALL LIABILITIES OF OFFICE WORLD, INC. TO CUSTOMER WITH RESPECT TO OR ARISING OUT OF THE GOODS, WHETHER BASED ON CONTRACT NEGLIGENCE, STRICT LIABILITY, TORT OR OTHERWISE. 6. Limitation of Liability. Under no circumstances shall Office World, Inc. be liable for special, incidental or consequential damages, including, without limitation, damages or loss to any property or equipment, loss of profits or revenue, loss of capital, loss of purchased or replacement goods, contract completion penalties or claims of customers of Customer. The remedies of Customer set forth above are exclusive. The liability of Office World, Inc. with respect to the goods furnished under this contract shall not, except as specifically provided for herein, exceed the sale price of the goods upon which such liability is based. The phrase "liability... with respect to goods furnished under this contracY' includes, without limitation, liability based on express or implied warranty, contract, negligence, strict liability, tort or otherwise; liability arising from the manufacture, assembly, sale, delivery, resale or use of any good covered by or furnished under this contract; and any liability with respect to the performance or breach of other contract which utilizes the goods covered by or furnished under this agreement. 7. Taxes. All sales and use taxes and surcharges shall be paid by Customer in addition to the purchase price. 8. Force Majeure. Office Worid, Inc. reserves the right to cancel all or any portion of this contract in the event O~ce World, Inc.'s business or the business of Office World, Inc.'s suppliers, is interrupted because of strikes, labor disturbances, lockout, riot, fire, act of God, or the public enemy, or any other cause which is beyond the reasonable control of Office World, Inc. If Office World, Inc. exercises its right to cancel any portion of this contract, the contract price shall be adjusted by deleting the unit price of the canceled portion of the order. Customer hereby waives any damages incurred by Customer upon Office World, inc.'s rightfu~ cancellation of all or any portion of this contract pursuant to the terms of this paragraph, except for unit price adjustment. 9. Attorney'S Fees. If suit or action is instituted by any party or person for matters arising from the execution of or performance under this contract, then the prevailing party in the trial court and the prevailing party on any appeal shall recover reasonable attorney's fees to be awarded by the trial and appellate courts, in addition to costs and disbursements. 10. Choice of Laws. This contract shall be governed by and interpreted under the laws of the State of Oregon. 11. Time of Essence. Time is of the essence of this agreement. I have read and agreed to the above TERMS AND CONDITIONS OF QUOTATION AND SALE: SIGNATURE: DATE: