The terms and conditions stated herein are the only terms and conditions governing this Purchase Order (“Order”), notwithstanding any different or other terms and conditions which may be contained in Seller’s acceptance. No waiver of or exception to the terms and conditions of this Order will be valid unless agreed to by Muller Martini Mailroom Systems, Inc. (“MMMS”) in writing or otherwise. Shipment of any part of the goods or services shall constitute Seller’s acceptance of this Order and its items and conditions. The contract arising from acceptance of this Order shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, U.S.A.

2.       Prices and Payment

Unless otherwise specified herein, prices are FOB, specified delivery point, and will be invoiced as set forth herein. Seller shall separately state on all invoices sales and use taxes applicable to furnishing of the goods and services ordered, provided, however, that no tax shall be included from which an exemption is available. In the event it shall ever be determined that any tax included in the prices on the face of this Order was not required to be paid, Seller agrees to notify MMMS and to make prompt application for the refund thereof, to take all proper steps to procure the same, and when received to pay the same to MMMS.

No additional charges of any kind, including charges for boxing, packing, cartage or other extras will be allowed unless specifically agreed to in writing by MMMS.

Unless otherwise specified on the face of this Order, payment will only be made following acceptance of full shipment in the case of goods, and full performance in the case of services. Payments for partial shipments and performance will be made when such shipments and performance are defined in the delivery schedule. Payment for excess shipments or services beyond those contracted for on the face of this Order will not be made unless agreed to in writing by MMMS. If MMMS does not agree to such payment, excess goods will be returned to Seller. It is understood that MMMS’ cash discount period will date from the receipt of goods or services, or from date of receipt of a correct invoice, whichever is later. C.O.D. shipments will not be accepted, nor will drafts be honored unless so stated on the face hereof.

 3.      Title and Rick of Loss

Unless otherwise explicitly provided in this Order, title and risk of loss or damage to goods shall pass to MMMS only at acceptance of goods or services by MMMS, unless such loss or damage is caused solely by MMMS’ negligence. 

 4.      Delivery

TIME IS OF THE ESSENCE OF THIS CONTRACT. Goods shall be delivered to MMMS at its address specified on the face of this Order. If delivery of items or rendering of services is not completed by the date(s) specified on the face of this Order, MMMS reserves the right without liability, in addition to and without waiving any of its other rights and remedies under this contract by notice effective when received by the Seller, as to any and all stated items not yet shipped or services not yet rendered, and to purchase substitute items or services elsewhere and charge the Seller with any loss, damage or excess cost incurred by MMMS and Seller agrees to promptly reimburse MMMS for any such loss, damage or costs. Seller shall not be liable for damages, however, resulting from delays due to causes beyond its control, such as acts of God, fires, strikes and acts of any Government, provided such delay is not due to the fault or negligence in whole or in part of Seller, or its vendors, contractors, suppliers or agents. Any provision herein for delivery of articles or the rendering of services by installments shall not be construed as making the obligations of Seller severable. MMMS reserves the right to return early deliveries or excess or short shipments at Seller’s expense. If MMMS elects to keep the goods, the payment due date will be adjusted to reflect the scheduled delivery date contained in the Order.

5.      Inspection; Acceptance or Rejection of Goods

All goods furnished hereunder shall be subject to inspection and testing at destination, notwithstanding any previous inspection or testing, and Seller shall be given notice of any defects other than latent defects within a reasonable time after receipt of the goods and all records required to be furnished therewith. MMMS may reject or require the prompt correction in place or otherwise, of any goods which are defective in material or workmanship or otherwise fail to meet the requirements of this Order. MMMS may, in addition to any rights it may have under law, prepare for shipment and ship the goods to Seller, require Seller to remove them, or to proceed promptly to replace or correct them. MMMS may replace or correct such goods at the expense of Seller, including any excess cost. Payment for any or all goods or services supplied hereunder shall not constitute acceptance by MMMS. Nothing in this paragraph shall in any way limit MMMS’ rights under the paragraph entitled “Warranty” hereof.

6.      Warranty

Seller warrants that the goods covered hereby (i) are new (unless specified otherwise), (ii) are free from liens, (iii) are free from defects in material and workmanship, (iv) will conform strictly to the specifications and drawings or samples or other descriptions referred to in the Order, and (v) are fit for the uses and purposes intended to the extent that Seller knows or has reason to know of the purpose for which the goods are intended. The warranties contained herein shall continue for a period of one (1) year commencing with the date MMMS first uses the product. MMMS’ rights in the event of a breach of warranty by Seller shall include the rights described under the paragraph entitled “Rejection of Goods”, in addition to any other legal or equitable rights or remedies it may possess.

7.       Changes

MMMS may at any time by written order, make changes or additions within the general scope of this Order. If any such changes cause an increase or decrease in the cost of, or the time required for the performance of this Order, Seller shall notify MMMS in writing immediately, and an appropriate equitable adjustment will be made in the price or time of performance, or both, by written notification. Any claim by Seller for such adjustment must be asserted within seven (7) days, or such other period as may be agreed to in writing by the parties, after Seller’s receipt of notice of change. MMMS’ liability for scrap or rework shall not exceed the price specified in the Order for completed pieces and out of pocket costs for incomplete pieces up to the quantity scheduled for single delivery, or for delivery during the thirty (30) days following receipt of the notice of change for scheduled deliveries. Nothing herein shall excuse Seller from proceeding with the purchase order as changed.

 8.      Termination

MMMS (in addition to its remedy for delay in delivery) shall have the right to terminate this Order in whole or in part without cause upon notice in writing to Seller. Seller shall thereupon as directed cease work and, at MMMS’ option, deliver to MMMS all completed and partially completed goods and work in process up to the total quantity of those pieces scheduled for single delivery, or for delivery over the next thirty (30) days by this Order, and MMMS shall pay the Seller the following, which in no event shall exceed the total price provided herein: the price provided in the Order for all goods delivered and service provided, which have been completed prior to termination and which are accepted by MMMS, or the actual expenditures on the uncompleted portion of the Order within the limits listed in this Paragraph above, including reasonable cancellation charges paid by Seller on account of commitments made under this Order.

9.      Tooling

Seller will indemnify and hold harmless MMMS from and against loss of or damage to any and all tools, patterns, molds, templates or materials (“tools”) provided by or delivered to Seller by or for MMMS so long as the same shall be in the Seller’s possession, however such loss or damage may occur. Such tools shall remain the property of MMMS and Seller will not use such tools to produce or furnish products or services to any of its other customers. Upon request by MMMS, Seller will provide MMMS with a certificate of insurance naming MMMS as an additional insured party for a value not less than the value of the tools owned by MMMS at Seller’s premises.

 10.     Work on Premises of MMMS or its Customers

If Seller’s work under this Order involves operations by Seller on the premises of MMMS or one of its customers, Seller shall take all necessary precautions to prevent the occurrence of any injury to person or property (including the goods and services provided hereunder) during the progress of such work except to the extent that any such injury or damages are due solely and directly to MMMS’ negligence, the Seller shall defend, indemnify and save MMMS and its customers harmless against any claims, actions, losses, damages, or expenses by reason of injuries to persons including death or damage to property arising out of the use of said premises by Seller or the activities of Seller, its agents, representatives, contractors or employees. Upon request, Seller shall furnish certificates of insurance showing adequate coverage of Worker’s Compensation, product and general liability, and property damage.

 11.     Intellectual Property

Seller agrees to forever defend, indemnify and hold harmless MMMS, its successors and assigns and any of its customers and all persons claimed under MMMS from and against any and all claims, suits, actions, liability, loss, damage and expense of any kind including without limitation attorneys fees and loss of use by reason of actual or alleged infringement or contributory infringement of any United States or foreign patent, trademark, copyright, or trade name rights arising in any way out of or connected with this Order, including without limitation by reason of manufacture, delivery, use or sale of merchandise supplied under this Order, and Seller agrees to defend at its own expense any and all actions or proceedings charging infringement of said patent, trademark, copyright, or trade name rights that may be brought against MMMS or any of its customers or all persons claimed under MMMS and to pay all costs and damages that may be assessed or incurred in every such action. This provision shall apply even if such claims, actions or suits shall ultimately be determined to be unjustified or unfounded. To the extent any items falling under this Order are made to MMMS’ specifications or designs, MMMS shall retain the exclusive right to ownership of all intellectual property rights in those specifications, designs as well as the items described or constructed herein. Seller shall, if requested by MMMS, execute such documents as requested by MMMS to patent, perfect, protect, register, maintain or enforce MMMS’ title and interests in any such specifications, designs or items. Seller shall only have such rights as are required to fill this Order.

 12.     Product Safety

Seller represents that the goods and their use will not violate any federal or applicable state OSHA standards or rulings in existence on the date of delivery and in the event that the goods or their use are held to violate any federal or applicable state OSHA standards or rulings, Seller shall modify or replace the goods at no charge to MMMS to comply with such standards or rulings.

 13.     Assignment

This Order or any right or obligation arising herein may not be assigned by Seller in the absence of MMMS’ prior written consent thereto.

14.    Confidentiality

Seller agrees not to make any use of data, designs, drawings, specifications, and any other information furnished to it by MMMS in connection with this Order and not to disclose any such information to third parties, except as required in the performance of its duties under this Order and then only under similar restrictions against use and disclosure. Upon completion, cancellation, or termination of this Order, Seller shall return to MMMS all such information, including copies thereof made by Seller or third parties employed by Seller.

15.     Binding Effect

Subject to paragraph 13 above, this contract shall be binding upon and shall operate for the benefit of the parties hereto and their respective successors and assigns.

 16.     Arbitration

Any controversy or claim arising out of or relating to this Agreement or its breach, shall be settled by arbitration in accordance with the governing rules of the American Arbitration Association at the location closest to the home office of MMMS. Judgment upon the award rendered may be entered in any court of competent jurisdiction.

  May, 2008

The terms and conditions stated herein are the only terms and conditions governing this Purchase Order (“Order”), notwithstanding any different or other terms and conditions which may be contained in Seller’s acceptance. No waiver of or exception to the terms and conditions of this Order will be valid unless agreed to by Muller Martini Mailroom Systems, Inc. (“MMMS”) in writing or otherwise. Shipment of any part of the goods or services shall constitute Seller’s acceptance of this Order and its items and conditions. The contract arising from acceptance of this Order shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, U.S.A.

2.       Prices and Payment

Unless otherwise specified herein, prices are FOB, specified delivery point, and will be invoiced as set forth herein. Seller shall separately state on all invoices sales and use taxes applicable to furnishing of the goods and services ordered, provided, however, that no tax shall be included from which an exemption is available. In the event it shall ever be determined that any tax included in the prices on the face of this Order was not required to be paid, Seller agrees to notify MMMS and to make prompt application for the refund thereof, to take all proper steps to procure the same, and when received to pay the same to MMMS.

No additional charges of any kind, including charges for boxing, packing, cartage or other extras will be allowed unless specifically agreed to in writing by MMMS.

Unless otherwise specified on the face of this Order, payment will only be made following acceptance of full shipment in the case of goods, and full performance in the case of services. Payments for partial shipments and performance will be made when such shipments and performance are defined in the delivery schedule. Payment for excess shipments or services beyond those contracted for on the face of this Order will not be made unless agreed to in writing by MMMS. If MMMS does not agree to such payment, excess goods will be returned to Seller. It is understood that MMMS’ cash discount period will date from the receipt of goods or services, or from date of receipt of a correct invoice, whichever is later. C.O.D. shipments will not be accepted, nor will drafts be honored unless so stated on the face hereof.

 3.      Title and Rick of Loss

Unless otherwise explicitly provided in this Order, title and risk of loss or damage to goods shall pass to MMMS only at acceptance of goods or services by MMMS, unless such loss or damage is caused solely by MMMS’ negligence. 

 4.      Delivery

TIME IS OF THE ESSENCE OF THIS CONTRACT. Goods shall be delivered to MMMS at its address specified on the face of this Order. If delivery of items or rendering of services is not completed by the date(s) specified on the face of this Order, MMMS reserves the right without liability, in addition to and without waiving any of its other rights and remedies under this contract by notice effective when received by the Seller, as to any and all stated items not yet shipped or services not yet rendered, and to purchase substitute items or services elsewhere and charge the Seller with any loss, damage or excess cost incurred by MMMS and Seller agrees to promptly reimburse MMMS for any such loss, damage or costs. Seller shall not be liable for damages, however, resulting from delays due to causes beyond its control, such as acts of God, fires, strikes and acts of any Government, provided such delay is not due to the fault or negligence in whole or in part of Seller, or its vendors, contractors, suppliers or agents. Any provision herein for delivery of articles or the rendering of services by installments shall not be construed as making the obligations of Seller severable. MMMS reserves the right to return early deliveries or excess or short shipments at Seller’s expense. If MMMS elects to keep the goods, the payment due date will be adjusted to reflect the scheduled delivery date contained in the Order.

5.      Inspection; Acceptance or Rejection of Goods

All goods furnished hereunder shall be subject to inspection and testing at destination, notwithstanding any previous inspection or testing, and Seller shall be given notice of any defects other than latent defects within a reasonable time after receipt of the goods and all records required to be furnished therewith. MMMS may reject or require the prompt correction in place or otherwise, of any goods which are defective in material or workmanship or otherwise fail to meet the requirements of this Order. MMMS may, in addition to any rights it may have under law, prepare for shipment and ship the goods to Seller, require Seller to remove them, or to proceed promptly to replace or correct them. MMMS may replace or correct such goods at the expense of Seller, including any excess cost. Payment for any or all goods or services supplied hereunder shall not constitute acceptance by MMMS. Nothing in this paragraph shall in any way limit MMMS’ rights under the paragraph entitled “Warranty” hereof.

6.      Warranty

Seller warrants that the goods covered hereby (i) are new (unless specified otherwise), (ii) are free from liens, (iii) are free from defects in material and workmanship, (iv) will conform strictly to the specifications and drawings or samples or other descriptions referred to in the Order, and (v) are fit for the uses and purposes intended to the extent that Seller knows or has reason to know of the purpose for which the goods are intended. The warranties contained herein shall continue for a period of one (1) year commencing with the date MMMS first uses the product. MMMS’ rights in the event of a breach of warranty by Seller shall include the rights described under the paragraph entitled “Rejection of Goods”, in addition to any other legal or equitable rights or remedies it may possess.

7.       Changes

MMMS may at any time by written order, make changes or additions within the general scope of this Order. If any such changes cause an increase or decrease in the cost of, or the time required for the performance of this Order, Seller shall notify MMMS in writing immediately, and an appropriate equitable adjustment will be made in the price or time of performance, or both, by written notification. Any claim by Seller for such adjustment must be asserted within seven (7) days, or such other period as may be agreed to in writing by the parties, after Seller’s receipt of notice of change. MMMS’ liability for scrap or rework shall not exceed the price specified in the Order for completed pieces and out of pocket costs for incomplete pieces up to the quantity scheduled for single delivery, or for delivery during the thirty (30) days following receipt of the notice of change for scheduled deliveries. Nothing herein shall excuse Seller from proceeding with the purchase order as changed.

 8.      Termination

MMMS (in addition to its remedy for delay in delivery) shall have the right to terminate this Order in whole or in part without cause upon notice in writing to Seller. Seller shall thereupon as directed cease work and, at MMMS’ option, deliver to MMMS all completed and partially completed goods and work in process up to the total quantity of those pieces scheduled for single delivery, or for delivery over the next thirty (30) days by this Order, and MMMS shall pay the Seller the following, which in no event shall exceed the total price provided herein: the price provided in the Order for all goods delivered and service provided, which have been completed prior to termination and which are accepted by MMMS, or the actual expenditures on the uncompleted portion of the Order within the limits listed in this Paragraph above, including reasonable cancellation charges paid by Seller on account of commitments made under this Order.

9.      Tooling

Seller will indemnify and hold harmless MMMS from and against loss of or damage to any and all tools, patterns, molds, templates or materials (“tools”) provided by or delivered to Seller by or for MMMS so long as the same shall be in the Seller’s possession, however such loss or damage may occur. Such tools shall remain the property of MMMS and Seller will not use such tools to produce or furnish products or services to any of its other customers. Upon request by MMMS, Seller will provide MMMS with a certificate of insurance naming MMMS as an additional insured party for a value not less than the value of the tools owned by MMMS at Seller’s premises.

 10.     Work on Premises of MMMS or its Customers

If Seller’s work under this Order involves operations by Seller on the premises of MMMS or one of its customers, Seller shall take all necessary precautions to prevent the occurrence of any injury to person or property (including the goods and services provided hereunder) during the progress of such work except to the extent that any such injury or damages are due solely and directly to MMMS’ negligence, the Seller shall defend, indemnify and save MMMS and its customers harmless against any claims, actions, losses, damages, or expenses by reason of injuries to persons including death or damage to property arising out of the use of said premises by Seller or the activities of Seller, its agents, representatives, contractors or employees. Upon request, Seller shall furnish certificates of insurance showing adequate coverage of Worker’s Compensation, product and general liability, and property damage.

 11.     Intellectual Property

Seller agrees to forever defend, indemnify and hold harmless MMMS, its successors and assigns and any of its customers and all persons claimed under MMMS from and against any and all claims, suits, actions, liability, loss, damage and expense of any kind including without limitation attorneys fees and loss of use by reason of actual or alleged infringement or contributory infringement of any United States or foreign patent, trademark, copyright, or trade name rights arising in any way out of or connected with this Order, including without limitation by reason of manufacture, delivery, use or sale of merchandise supplied under this Order, and Seller agrees to defend at its own expense any and all actions or proceedings charging infringement of said patent, trademark, copyright, or trade name rights that may be brought against MMMS or any of its customers or all persons claimed under MMMS and to pay all costs and damages that may be assessed or incurred in every such action. This provision shall apply even if such claims, actions or suits shall ultimately be determined to be unjustified or unfounded. To the extent any items falling under this Order are made to MMMS’ specifications or designs, MMMS shall retain the exclusive right to ownership of all intellectual property rights in those specifications, designs as well as the items described or constructed herein. Seller shall, if requested by MMMS, execute such documents as requested by MMMS to patent, perfect, protect, register, maintain or enforce MMMS’ title and interests in any such specifications, designs or items. Seller shall only have such rights as are required to fill this Order.

 12.     Product Safety

Seller represents that the goods and their use will not violate any federal or applicable state OSHA standards or rulings in existence on the date of delivery and in the event that the goods or their use are held to violate any federal or applicable state OSHA standards or rulings, Seller shall modify or replace the goods at no charge to MMMS to comply with such standards or rulings.

 13.     Assignment

This Order or any right or obligation arising herein may not be assigned by Seller in the absence of MMMS’ prior written consent thereto.

14.    Confidentiality

Seller agrees not to make any use of data, designs, drawings, specifications, and any other information furnished to it by MMMS in connection with this Order and not to disclose any such information to third parties, except as required in the performance of its duties under this Order and then only under similar restrictions against use and disclosure. Upon completion, cancellation, or termination of this Order, Seller shall return to MMMS all such information, including copies thereof made by Seller or third parties employed by Seller.

15.     Binding Effect

Subject to paragraph 13 above, this contract shall be binding upon and shall operate for the benefit of the parties hereto and their respective successors and assigns.

 16.     Arbitration

Any controversy or claim arising out of or relating to this Agreement or its breach, shall be settled by arbitration in accordance with the governing rules of the American Arbitration Association at the location closest to the home office of MMMS. Judgment upon the award rendered may be entered in any court of competent jurisdiction.

  May, 2008