HomeMy WebLinkAboutContracts & Agreements_66-2006_CCv0001.pdf i erms and Conditions of OfficeMax@ Retail Connect Card
Account#232359 Consignee
By signing below_City of Redlands—("Customer"),—X_including it affiliates,subsidiaries,agents,and other related entities
desiring to receive and use the Card(as defined herein)(collectively the'Customer")_not including its affiliates,subsidiaries,agents,and other
related entities,agrees to the following terms and conditions of use of the Retail Connect Card(the"Card"). This_is X is not an amendment
to an existing agreement between Customer and OfficeMax Incorporated and its subsidiaries('OfficeMax!'),
1. The Card may only be used at OfficeMax's retail stores in the United States and Puerto Rico, Further,Customer understands and acknowledges that
not all products available to Customer under its existing business relationship or agreement,as applicable,with OfficeMax will be available for purchase
and/or billing using the Card at OfficeMax retail stores. The prices for the products available shall be the lower of the retail price of such products or the
price agreed to by the Customer and OfficeMax under the current business relationship or agreement,as applicable.
2. Upon Customer's request for a Card(s),OfficeMax's approval of Customer's request,and Customer's execution of these terms and conditions,
OfficeMax shall issue the Card(s)or shall activate the billing feature on Customer's OfficeMax Retail Connect'Cash&Carry"card in the event Customer
already possesses that card,to allow Customer to purchase various products from OfficeMax's retail stores and be billed for those purchases.The
Card(s),or activation notice as applicable,shall be delivered to Customer at OfficeMax's cost and expense by overnight mail or other secured means at
the address specified by Customer below and shall require Customer's signature for acceptance. OfficeMax shall be responsible for the Card until
signature by Customer at the address specified below. Upon Customer's signature,the Card may be immediately used by Customer for billable
purchases at OfficeMax retail stores. The number of Cards to be initially issued or activated is_, Customer may request additional Cards to be
issued or activated in accordance with these terms upon notice to OfficeMax. Any Card(s)issued or activated after the date of execution of these terms
and conditions shall nonetheless be subject to these terms and conditions,and Customer's signature accepting such Card(s),or activation notice as
applicable,shall be Customer's acceptance of these terms and conditions as to such Card(s).
3. CUSTOMER IS SOLELY RESPONSIBLE FOR THE CARD AND ALL PURCHASES USING THE CARD ONCE THE CARD IS RECEIVED AND
SIGNED FOR AT THE ADDRESS SPECIFIED BELOW,EXCEPT AS EXPRESSLY PROVIDED HEREIN. CUSTOMER IS SOLELY RESPONSIBLE
FOR THE CUSTOMER SIGNATURE AT THE ADDRESS SPECIFIED BELOW AND ANY SECURITY NECESSARY RELATED TO SUCH SIGNATURE.
OFFICEMAX IS NOT RESPONSIBLE FOR VERIFYING THE CUSTOMER'S SIGNATURE OR ANY INDIVIDUAL'S AUTHORITY TO USE THE CARD,
NOR IS OFFICEMAX RESPONSIBLE TO MONITOR CUSTOMER PURCHASES UNDER THE CARD. CUSTOMER SHALL BE SOLELY
RESPONSIBLE FOR DISTRIBUTION AND SECURITY OF THE CARD(S)ONCE ISSUED OR ACTIVATED, Customer shall pay in full to OfficeMax,
without right of set-off or deduction,all invoices for purchases using the Card. Invoices shall be issued by OfficeMax and shall be paid by Customer in
the ordinary course of business using the current invoicing and payment terms agreed to between OfficeMax and Customer.At minimum,invoicing shall
occur within two(2)days of purchase. In the event Customer disputes any invoices for Card purchases,the Customer shall notify OfficeMax within sixty
(60)days of the invoice date. Payment on such disputed invoices is still due as provided in this Section 3, however, in the event the dispute is resolved
in favor of the Customer,OfficeMax shall credit such disputed amount to Customer within thirty(30)days of resolution of the dispute.
4. Customer shall notify OfficeMax at 800 267 1585 if its Card(s)are lost or stolen or if Customer wishes to cancel its Card(s). An OfficeMax
representative will be available to cancel a Card(s)24 hours a day,7 days a week,except legal holidays. If the Customer calls OfficeMax at 800 267
1685 during the times specified herein,OfficeMax shall cancel a Card(s)within twelve(12)hours of Customer's notice to OfficeMax,subject only to
Force Majeure events as defined below. OfficeMax may cancel the Card(s)at any time and for any reason with notice to Customer at the address
specified below. Cancellation shall become effective within two(2)days of the date of OfficeMax's notice, OfficeMax shall not be responsible for
purchases made with any lost,stolen,or cancelled Cards unless OfficeMax fails to invalidate Cards as provided herein. CUSTOMER IS SOLELY
RESPONSIBLE FOR ALL PURCHASES AND CHARGES USING THE CARD UNTIL THE CANCELLATION EFFECTIVE DATE. OfficeMax's records
as to the effective date of cancellation shall control.
5. Customer understands and acknowledges that from time to time,due to Customer's credit,system downtime,or other similar reasons,Customer may
not be able to use the billing feature of the Card when purchasing at OfficeMax retail stores. In such cases,Customer must pay for its purchases at the
time of purchase. OfficeMax shall have no liability for Customer's inability to use the Card to bill purchases. If the Card is rejected,Customer must
contact its OfficeMax sales representative for resolution.
6. If Customer desires to return any products purchased at an OfficeMax retail store,Customer must return those products to an OfficeMax retail store.
Any such returns shall be accepted by OfficeMax and credited to Customer in the ordinary course of business under the current returns and credits
terms agreed to by OfficeMax and Customer.
7. The individual signing below represents and warrants that it has the authority to bind Customer,including all affiliates,subsidiaries,agents and
related entities that may receive and use the Card(s),if applicable,and that by signing below Customer,its affiliates,subsidiaries,agents and its other
related entities, if applicable,shall be bound by these terms and conditions.
& If OfficeMax is prevented from performing any of its obligations required by this Agreement by any cause beyond its control,("Force Majeure"),
OfficeMax shall not be liable to the Customer during the period and to the extent of the event,
9. Notwithstanding anything to the contrary,in no event will OfficeMax be liable under these terms and conditions for any indirect,special,incidental,or
consequential damages,whether based on contract,tort,or any other legal theory.
10. With respect to its subject matter,these terms and conditions constitute the entire agreement between the parties and shall replace and supersede
all prior,and contemporaneous oral agreements, negotiations,and representations between the parties. These terms and conditions shall only be
modified or changed by a written amendment signed by both parties. The parties agree that the terms and conditions stated on any purchase orders
shall be superseded by the terms and conditions stated herein and shall be of no force and effect. As to all other terms of sale not specified herein,the
OfficeMax terms of sale as specified at www.officemaxsolutions.com shall control. If this is an amendment to an existing agreement,to the extent the
terms of sale at www.officemaxsolutions.com conflict with the terms of the existing agreement,the existing agreement shall control. If any of the
provisions of these terms and conditions are held to be invalid,illegal,or unenforceable,the provisions shall remain in effect to the extent allowed by law
and the validity,legality,and enforceability of the remaining provisions shall not be affected or impaired. Neither party shall have the right to assign
these terms and conditions without the prior written consent of the other party,which shall not be unreasonably withheld. These terms shall be governed
and construed according to the laws of the state of Illinois,without regard to its choice of law provisions. OfficeMax and Customer intend that these
terms and conditions shall not benefit or create any right or cause of action in,against,or on behalf of any person or entity other than the parties. Any
respective obligations of OfficeMax or Customer which by their nature would continue beyond the termination,cancellation,or expiration of this
Agreement will survive termination,cancellation,or expiration. CUSTOM R UNDERSTANDS THAT THE CARD IS NOT A CREDIT CARD AND USE
OF THE CARD IS NOT AN EXTENSION OF CONSUMER CREDIT. WS,RULES AND REGULAT�S APPLICABLE TO CREDIT CARDS OR
OTHER S R CR IT TOOLS DO NOT APPLY TO THE CARD N R'S U C
�D.
Custo r Officea
Author' d Signer of Customer Signature o.
I�RCRFOIT
e
May'or,City of Redlands
Title
Attest: Title
Date of Agreement
OfficeMax Contact Number 800 267 1585
Lortle Poy City Clerk