Terms and Conditions of Sale

1. Credit Line. Upon approval of a Credit Application, Complete Reprographic Services, a California corporation (ACRS@), may, in its sole and absolute discretion, grant the individual or entity executing this Agreement (the APurchaser@), credit privileges and shall have the right to increase or decrease or terminate the Purchasers credit privileges under this Agreement at any time and without prior written notice to Purchaser.
2. Payment. All invoices shall be due and payable in cash within thirty (30) days of the date thereof, unless otherwise indicated on the applicable invoice. All delinquent invoices shall accrue interest at the rate of eighteen percent (18%) per annum from the date of delinquency through the date of payment.
3. Costs and Expenses. Purchaser shall pay any and all costs and expenses, including, without limitation, reasonable attorneys fees, court costs, and the fees of any collection agency, incurred by CRS in exercising any of its rights and remedies hereunder or enforcing any of the terms, conditions, or provisions hereunder.
4. Warranty Disclaimer. CRS ONLY WARRANTS THAT THE ITEMS AND SERVICES PURCHASED BY PURCHASER FROM CRS WILL CONFORM TO THE DESCRIPTIONS AND SPECIFICATIONS STATED OR REFERENCED ON THE APPLICABLE INVOICE. CRS MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING NO WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USAGE OR TRADE).
5. Defects; Inspection; Notification. Purchaser shall inspect any and all items received from CRS upon the receipt thereof and shall notify CRS of any claimed defect, shortage or inaccuracy therein immediately or Purchaser shall have been deemed to have waived its right to seek remedy thereof or recovery thereon from CRS. Purchaser shall make any such items available to CRS for inspection for determination as to the source, scope and nature of the alleged defect, shortage or inaccuracy. If CRS confirms that any such defect, shortage or inaccuracy is the responsibility of CRS, Purchaser shall have those rights and remedies noted in Paragraph 6.
6. Exclusivity of Remedy; Limitation of Damages. PURCHASER'S SOLE AND EXCLUSIVE REMEDY FOR ANY DEFECTIVE ITEMS PROVIDED TO PURCHASER BY CRS SHALL BE, AT CRS'S OPTION, TO REPAIR, REPLACE THE DEFECTIVE ITEMS OR REFUND THE PURCHASE PRICE. CRS SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, ANY CLAIM FOR BREACH OF WARRANTY (EXPRESS OR IMPLIED), TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, FOR ANY ACTUAL, INCIDENTAL, CONTINGENT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING FROM OR OUT OF THIS AGREEMENT OR THE ITEMS OR SERVICES PURCHASED HEREUNDER.
7. Authority. Purchaser hereby represents and warrants that the undersigned has the full authority, on behalf of Purchaser, to enter into this Agreement and to carry out the obligations hereunder. Purchaser hereby agrees that, for purposes of enforcing this Agreement, CRS may rely on the authority of any agent or employee of Purchaser that signs any invoices or documents on behalf of Purchaser.
8. Attorneys' Fees. In the event of any legal action, controversy, claim, or dispute between the CRS and Purchaser arising out of or relating to this Agreement or the breach thereof, the prevailing party shall be entitled to recover from the other party reasonable expenses, attorneys' fees, and costs.
9. Entire Agreement. This Agreement and items incorporated herein, including any and all applicable invoices, contain all of the agreements of the parties with respect to the matters contained herein, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose.
10. Amendments. No provisions of this Agreement may be amended or modified in any manner whatsoever except by an agreement in writing by duly authorized representatives of both parties.
11. Governing Law and Venue. This Agreement and all documents provided for herein and the rights and obligations of the parties hereto shall be governed in all respects, including validity, interpretation, and effect, by the laws of the State of California; provided that the venue for any litigation arising in connection with this Agreement shall be in the County of Fresno, State of California, if instituted in the State Courts, or the United States District Court in and for the Eastern District of California (Fresno), if instituted in the Federal courts.
12. Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby.