North American and Overseas Purchases   

MB Sales is in the business of collecting and selling used print cartridges (the "Cartridges") to various customers. The Cartridges sold by MB Sales are sourced from various suppliers including schools, businesses, collectors and brokers (the "Supplier") under the following terms and conditions.

Acceptable Cartridges

Cartridges which are acceptable to MB Sales are those Cartridges found on MB Sales product listings (the "Purchase Price Listings"). Unless otherwise specified by MB Sales in writing, all Cartridges shall be an Original Equipment Manufacturer ( "OEM" ) product; shall have an OEM label; shall have no visible damage or dents; shall have no missing parts or components; shall have no cracks or holes in or on the casing; and shall have no deep scratches in or on the casing. All Cartridges provided by Supplier to MB Sales must conform to the above conditions in order to qualify for payment from MB Sales.

In addition, MB Sales shall determine whether Cartridges provided by Supplier/Vendor can be recycled by subjecting the Cartridges to the MB Sales process consisting of sorting, inspection, and qualification.

Only Cartridges provided by Supplier which satisfies all of the above conditions as determined by MB Sales in its sole discretion will be deemed acceptable to MB Sales and qualify for payment by MB Sales "Acceptable Cartridges".

Packaging Guidelines

All Cartridges must be packed by Supplier/Vendor with extreme care in their original OEM boxes with sufficient protective packaging to avoid damage during shipping, which damage may cause the shipment to be rejected by MB Sales. Cartridges that are not protected in accordance with the terms contained herein and that are damaged during shipment may result in loss of payment or credit to Supplier.

Please refer to shipping and handeling for more packaging information.

Discrepancies

MB Sales shall not accept damaged or broken Cartridges or Cartridges that have missing parts ("Discrepancies"). All Cartridges are carefully inspected as they are received at MB Sales warehouse. Cartridges that do not meet the MB Sales inspection process will not be accepted and MB Sales shall not be liable to pay any amounts to Supplier in respect of such Cartridges. Evidence of Discrepancies is strictly documented by MB Sales so that Supplier may file a claim with the freight carrier, if appropriate. The liability for damaged Cartridges rests solely with Supplier. Supplier has the option, by written request, to have all non-acceptable Cartridges returned to Supplier at its own expense within 30 days of the Notification Date. MB Sales at its sole discretion has the option to not pay for any Cartridges with Discrepancies and may claim additional disposal fees from Supplier.

Disposal Fees

Cartridges sent to MB Sales by Supplier that are not listed as acceptable on MB Sales Purchase Price Listing (and for any Cartridges that do not appear in the signed purchase order) are subject to a disposal fee. This fee is charged to Supplier to cover the shipping, handling and disposal costs incurred by MB Sales on Supplier's behalf.

Supplier Notification

MB Sales will use reasonable efforts to notify Supplier of receipt, inspection, and satisfaction of conditions in respect of the Cartridges (via inspection summary reports) within thirty (30) business days of receipt of shipment of Cartridges from Supplier (the "Notification Date" ).

Prices and Specifications

Prices and Cartridge specifications set forth in the Purchase Price Listings are reviewed regularly by MB Sales, and are subject to change by MB Sales without notice. Prices do not include export duty or taxes.

Payment Terms

Payment shall be made to Supplier thirty (30) days after receipt of the Cartridges but only for Acceptable Cartridges, unless otherwise agreed to in writing by MB Sales.

Payment by wire transfer can be accommodated by MB Sales. All outbound wire transfers are subject to current bank fees in USD (Call M.B. Sales for rate) and is payable by Supplier.

Payment is contingent upon the receipt of the Cartridges from Supplier, as set out in the purchase order. Cartridges that do not appear in MB Sales purchase order will be subject to the following treatment at MB Sales option: (a) purchase by MB Sales at current published rates; or (b) rejection and return at Supplier's expense. MB Sales entitlement to reject and return applies to any Cartridges that contain Discrepancies, do not conform with the purchase order or do not comply with the terms and conditions as set out herein. In any event, MB Sales shall only pay Supplier for Acceptable Cartridges.

Shipping Domestic (including U.S.A.)

Freight and shipping terms on domestic purchase orders are to be negotiated and agreed upon between Supplier and MB Sales at time of purchase order.

Shipping International

For international purchase orders, MB Sales will nominate a carrier, arrange for shipping upon Supplier's acceptance of the purchase order. Specific shipping terms, as agreed to by Supplier and MB Sales, will be identified on the purchase order.
Supplier must advise MB Sales of any variance between quantities of Cartridges indicated on a purchase order and actual quantities of Cartridges loaded for shipment to MB Sales within 24 hours of loading. Any such variance must be agreed to in writing by both parties prior to payment being made to Supplier.
Supplier must deliver a signed Bill of Lading confirming shipment has transferred from Supplier's facility into the possession of MB Sales nominated carrier within 24 hours of loading.
Supplier must ensure Cartridges are loaded and shipped in conformance with MB Sales Shipping and/or Container loading specifications as set out herein or as otherwise set out in writing by MB Sales.

Limitation of Liability

MB Sales intends to provide accurate information on its Purchase Price Listings. MB Sales shall not be held liable for incorrect selection of Cartridges based on the information provided in the Purchase Price Listings. Names of business machines and products mentioned in the Purchase Price Listings are intended to show compatibility of MB Sales Cartridges with the mentioned business machines and products. MB Sales only liability to Supplier associated with any Cartridges it purchases from Supplier is limited to a return of the Cartridges at MB Sales option. In no event shall MB Sales be liable for any loss of the Supplier's profits, business interruption, loss of business information or other special, indirect or consequential damages.

Warranty of Supplier

Supplier warrants that it is legally entitled to enter into this Agreement.

Indemnity

Supplier shall and does hereby indemnify MB Sales from and against any and all losses arising out of and from claims for injury to persons or damage to property which may be sustained in the performance of or in connection with this Agreement and/or the Cartridges that are attributable to Supplier.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and except as stated in it, contains all the representations and warranties of the respective parties. There are no oral representations or warranties or collateral agreements between the parties of any kind relating to the subject-matter herein. In the event there is a conflict between any term or condition in this Agreement and any other document including but not limited to purchase orders and shipping terms, the terms of this Agreement shall supersede and govern.

General

This Agreement shall be deemed to have been made in California, USA and any controversy arising under or in relation to this Agreement shall be governed by and construed in accordance with the laws of California, USA. Any legal action or proceeding relating to this agreement shall be instituted in the courts of the State of California. This Agreement shall be binding upon the parties and their respective successors and assigns. The headings in this Agreement are for ease of reference only and shall not be taken into account in the construction or interpretation of the agreement. Unless otherwise specified, words importing the singular include the plural and vice versa and words importing gender include all genders. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force. This Agreement shall be governed by the law of the State of California exclusive of the Convention on the International Sale of Goods and its enactment in California law and also exclusiv