Global Imaging Master Warranty and General Terms and Conditions of Sale or Service (“MWTC”)
Updated October 2019
1. General Terms & Conditions; Order Acceptance.
All Products and Services (as such terms are defined below) furnished by Global Imaging, Inc., a Colorado corporation, its subsidiaries and affiliates (“Global”) are delivered pursuant to these Master Warranty and General Terms and Conditions of Sale (“MWTC”) and the terms set forth in any agreement between Global and the customer specified therein (“Customer”) including, but not limited to, a purchase or services agreement, if any, signed by the Customer and accepted by Global (hereinafter “Agreement”). Global and Customer may be referred to collectively herein as the “Parties.” No other terms or conditions in any Customer documentation that conflicts with or adds to the Agreement or these MWTC shall be binding on Global. Customer’s placement of an order (“Order” or “Purchase Order”) for Products or Services (as defined herein) constitutes Customer’s acceptance of the Agreement and these MWTC. Global reserves the right to accept or deny Orders or Agreements, in its sole discretion. Customer’s acceptance of the Agreement shall constitute Customer’s acceptance of these MWTC. Customer acknowledges and agrees that different or additional terms in Customer’s Purchase Orders or any other Customer document shall be considered material alterations of the Agreement or these MWTC and are expressly rejected and shall not be effective without the written approval of an authorized Global officer. These MWTC may be referred to in an Agreement as the “MWTC,” the “Terms and Conditions” or similar reference.
2. Products and Services; Definitions.
Global offers for purchase or lease a variety of printing-related equipment, including but not limited to textile printers, UV curable printers, 3-D printers, routers, cutters, sewing systems, welders, software, framing systems, inks, media, parts, various consumables, equipment and services (collectively the “Equipment”). Any software provided shall also be subject to these MWTC and the terms of any software license if applicable. Equipment may be referred to individually or collectively as “Product” or “Products.” Customer shall not supplement, modify, reverse engineer, decompile, disassemble or otherwise alter, use for competitive benchmark, make available for competitor evaluation, or expose to such activity, any Product. “Services” are any service provided by Global, including but not limited to ROI Reporting services, Equipment Financing services, and Field services, including without limitation installation, training, repair and maintenance.
3. Delivery, Inspection and Acceptance.
Delivery dates, if furnished by Global, are approximate. Customer’s order will be processed as quickly as practicable taking into consideration the type of Product or Service ordered by Customer, Global’s obligations to other customers, Global’s facility capacity and availability of Product. Title and risk of loss of all Products shall pass to Customer upon Global’s (or designated supplier’s) delivery to carrier for shipment to Customer, unless otherwise expressly agreed by Global in in a form of Global’s sole choosing. Unless otherwise agreed by Global in writing or as specified in an Order, Customer shall pay all freight, handling, delivery and insurance charges for shipment of Products. Unless otherwise agreed in writing in an Order choice of carrier and shipping method and route shall be at the election of Global. Global shall not be liable for delays in delivery, installation or for failure to perform due to causes beyond the reasonable control of Global. Global shall be entitled to refuse or to delay shipments for failure by Customer to pay promptly any payments due Global. Global shall have the right to deliver all Products at one time or in portions from time to time within the time for delivery provided in the Order therefor. Buyer will pay for the Products received whether such shipment is in whole or partial. Customer shall inspect Products immediately upon receipt. Damage or inconsistencies with an Order shall be reported to Global in writing within five (5) days of receipt of Product. If Customer fails to notify Global in writing of any defect in the Product or Order within the applicable time period, such Product and Order is deemed unconditionally and irrevocably accepted by Customer. Upon receipt, Customer may perform reasonable tests to determine if there are any operational issues or defects that are latent in nature. However, Customer agrees that its first commercial use of the Equipment or other Product is an unconditional acknowledgement that the Equipment and Product is in proper working order and such acceptance is irrevocable. GLOBAL WILL NOT ACCEPT RETURNS OF PRODUCT FOR REFUND OR CREDIT unless set forth herein. See procedure for request for returns, in section 14 below. Should Customer have any questions concerning proper operation of Product, upon receipt, Customer shall immediately notify Global’s Technical Support at 1-800-787-9801, Option 3.
4. Shortage, Damage or Loss in Shipment.
Customer must follow the Return Procedure for Defective Product set forth herein for return requests for Defective Product (as defined herein) that is not the result of shipping damage. Except as otherwise provided herein, Global will not be responsible for any damage to or loss of Product. Customer shall not open containers that are visibly damaged on arrival and shall immediately notify Global and the carrier of the damage in writing. Upon receipt and inspection of the Product by Customer, if the amount, type or quality of Product is not consistent with what was Ordered or if the Product is damaged (not in transit), Customer shall immediately contact their sales representative to initiate the procedure for replacement or claims. If it is shown by documentation that shipment is inconsistent with Customer Order, Global will take such reasonable corrective action as necessary to ensure that suitable Product is shipped consistent with Customer’s Order. Global will take reasonable commercial efforts to repair Product, subject to availability of Product, determined to be damaged at the time of shipping or if shipped pursuant to Global shipping and handling. However, Global will not replace Product unless it has been determined that Product cannot be repaired through reasonable commercial efforts. Customer shall cooperate fully and at no charge to assist Global in pursuing a claim of damaged Product against the carrier where Global provided shipping.
5. Security Interest.
Global shall retain full title to all Products until Customer has made full payment to Global. Customer hereby grants Global a security interest in all Products shipped to secure the payment of the purchase price of such Products and all other amounts owing under this Agreement as described and set forth on each invoice for such Products shipped from time to time pursuant to this agreement. Customer agrees to execute one or more financing statements in a form satisfactory to Global, and Global is authorized to file a financing statement in any location deemed necessary or advisable to perfect Global’s security interest in the Products and their proceeds. Customer further agrees to cooperate fully with Global in executing any additional documents, instruments, financing statements or amendments thereof as Global may deem necessary or advisable to maintain and continue the security interest created by this Agreement.
6. Product Handling.
Customer must store, handle and use Products in strict compliance with the labeling, package insert instructions, user manuals, guides, instruction and training, industry best practices, applicable local, state, and federal laws and regulations, and any other instructions or guidelines manufacturer/supplier and/or Global may publish or communicate now or in the future. Customer is responsible for ongoing direction, supervision, training, retraining, new staff training, certification, and qualification of Customer staff’s use of Product. Product may be used only according to their prescribed use, and by staff properly supervised or sufficiently trained to safely use Product.
7. Quotations and Pricing.
Prices are agreed to by the Parties upon any of these instances; when they are (i) quoted (i) set forth in an Agreement or Order, (ii) signed by the Customer (iii) accepted by Global. Prices exclude all shipping charges, insurance costs, or any other Taxes and Fees (as defined below). Customer will be responsible for, and hold Global harmless from, all such charges, costs, and Taxes and Fees. All prices, including but not limited to prices for Products, Services, shipping and returned checks are in U.S. dollars and subject to change, without notice, solely by Global, unless otherwise agreed to in prior writing by Global and the Customer. Although Global endeavors to advise customers of changes in prices, the prices in effect at the time Orders are placed will apply unless otherwise agreed to in prior writing by Global and the Customer.
8. Terms of Payment; Customer Credit; Personally Identifying Information (PII).
CUSTOMER WILL ONLY TRANSMIT PERSONALLY IDENTIFIABLE INFORMATION, SENSITIVE PERSONAL INFORMATION, AND PAYMENT INFORMATION, INCLUDING CREDIT CARD INFORMATION, (COLLECTIVELY “PII”) WHEN REQUIRED OR REQUESTED BY GLOBAL AND IN ACCORDANCE WITH GLOBAL’S POLICIES, INCLUDING, WITHOUT LIMITATION, GLOBAL’S POLICY PROHIBITING TRANSMISSION OF PII VIA ELECTRONIC MAIL. CUSTOMER ASSUMES ALL RISK RESULTING FROM A VIOLATION OF THE FOREGOING. Unless otherwise defined in the Agreement or Order, the following terms of payment shall apply: Payments shall be made in U.S. funds by check, money order, or electronic funds transfer or by credit card (Visa, MasterCard, and American Express only) if submitted strictly in accordance with approved PII policies and via secure means. Customer shall not submit and Global will not process credit card data sent via email, text, or facsimile. All orders are accepted on a C.O.D. basis, unless credit has been established with Global’s credit department. Acceptance of all Orders is conditioned upon credit approval satisfactory to Global in its sole discretion. Credit approval takes approximately one week to process upon receipt of a completed credit application and vendor references. Payment on Orders for Customers with established terms may be made by check, ACH or wire transfer within the thirty (30) day terms or may be made via credit card at time of Order. CREDIT CARD PAYMENTS ARE ACCEPTED ONLY AT TIME OF ORDER. Invoices processed on net thirty (30) day terms will be charged an additional 4% processing fee, applied to the order total, if paid by credit card after delivery. Equipment Orders require a 30% down payment upon placement of the Order, 60% prior to shipment and the remaining 10% due at install of the Equipment. Global also offers leasing options. If payment is not made when due, Customer agrees to pay interest at the rate of 1.5% per month (18% per year) on all amounts overdue. Payment on invoices for Services are due at time of completion of Service. Customer agrees to pay all costs and expenses, including, but not limited to, attorney and collection fees incurred by Global in connection with the enforcement of Global’s rights hereunder. Customers with past due accounts will be placed on “shipping hold” until their account is current, and the Customer’s account may revert to a C.O.D. only status. Global shall have the right to offset any amount due to Customer by any amount due to Global by Customer. Please submit written billing disputes to: Global Imaging, Inc., Attention: Accounting, at the address specified on the invoice. For questions about remitting payment or written billing disputes, Customer should contact Global’s Accounting department at (800) 787-9801, Option 4 or email@example.com.
Global’s quoted and published prices do not include any taxes. Taxes may be charged on actual invoices. Accordingly, any sales tax, excise tax, use tax, VAT tax, assessment, inspection or testing fee, transportation costs, shipping fees, customs, export compliance, insurance or any other tax, fee, or charge of any nature whatsoever imposed currently or in the future on Global or by any federal, state, local or other governmental authority, upon or with respect to the sale, rental, possession, purchase, delivery, shipment, storage, processing, use, or consumption of any of the Products or Services including taxes, fees or charges including those measured by the receipts from the sale of such Products or Services (individually or collectively, “Taxes and Fees”) shall be paid by Customer. Except as expressly provided to the contrary in the Agreement, in addition to the prices quoted or invoiced all Taxes and Fees shall be the Customer’s responsibility. Customer agrees to pay, without delay, and to hold Global harmless from all of the Taxes and Fees and any penalties for Customer’s failure to timely pay Taxes and Fees. In the event Global is required to pay any Taxes and Fees, the Customer shall upon demand immediately reimburse Global for any such amount paid by Global. Where applicable, Customer must provide Global with a current tax exemption certificate, a resale certificate and any other documentation required by the appropriate taxing authority.
10. Resale and Export; No Conflict.
Customer agrees that the purchase of the Products is solely for Customer’s use and benefit for the normal and ordinary use and intended purpose. Customer acknowledges and agrees that any warranty and support of the Products are not transferable. Any sale, transfer, rental, lease, loan, or export of any Product to any other person including distributors shall invalidate any and all warranties and service agreements and be at the sole risk of Customer. In such event, Global’s obligations hereunder and under and Agreement shall at Global’s option be null and void. Customer represents and warrants to Global that its execution and delivery of the Agreement will not conflict with or result in a breach of, constitute a default, or require any notice under any contract or other arrangement to which Customer is a party or by which it is bound.
11. Insurance of Products & Location of Products.
In addition to the Additional Insurance Requirements (as addressed below) Customer agrees to obtain appropriate insurance policies insuring the Products against loss by fire or other casualty, and agrees that the Products will be kept and used by Customer solely at the “Ship To Address” listed on the relevant invoice, and agrees that the Customer will keep the Products in good condition and will not remove the Products, nor any part thereof, from that address without the written consent of Global until Customer has made full payment of the sum owed Global.
12. Repossession by Secured Party/Resale.
In the case of a failure to make full payment on any amounts owing to Global, Global, or its representatives or assigns, shall be at liberty from that time, and is authorized to enter into and upon any place(s) where the Products may then be, and retake the same and cancel this Agreement, and to retain all payments made with regard to the Products without obligation as to resale. Customer agrees to fully cooperate with the secured party in the event of removal/ repossession of the Products. In addition, upon the retaking of the Products, Global or its assigns shall have the right to resell the same for the account of the Customer in the manner provided by the Uniform Commercial Code and the Customer agrees to pay the deficiency arising after the application of the proceeds of the resale to the expenses of retaking and resale and to the payment of the contract price remaining due with interest.
GLOBAL SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, WARRANTY OF TITLE, OR WARRANTY AGAINST ANY INFRINGMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF GLOBAL. GLOBAL MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED.
14. Return Policies.
See Global Imaging Website for Policies and Procedures on returning products to Global Imaging.
15. Limit of Liability.
CUSTOMER EXPRESSELY ACKNOWLEDGES THAT GLOBAL IS NOT THE MANUFACTURER OF ANY SOFTWARE, EQUIPMENT, OR ANY OTHER PRODUCT, AND IS, THEREFORE, NOT LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY LOSS THAT OCCURS ATTRIBUTABLE TO SOFTWARE, EQUIPMENT, OR ANY OTHER PRODUCT SUPPLIED BY GLOBAL. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT ANY AND ALL RECOURSE FOR LOSS ATTRIBUTABLE TO ANY PRODUCT SUPPLIED BY GLOBAL SHALL BE AGAINST PRODUCT’S RESPECTIVE MANUFACTURER. ANYTHING TO THE CONTRARY HEREIN OR IN ANY AGREEEMENT NOTWITHSTANDING: GLOBAL SHALL HAVE NO LIABILITY WHATSOEVER FOR DAMAGE OR INJURY TO PERSONS OR PROPERTY, OR FOR OTHER LOSS OR INJURY RESULTING FROM ANY CAUSE WHATSOEVER ARISING OUT OF OR RELATED TO THE PRODUCTS OR NON-CONFORMITY WITH WARRANTY, IF ANY. IN NO EVENT WILL GLOBAL BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES OR INJURY OF ANY KIND OR AMOUNT, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF GOODWILL, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO THE AGREEMENT, THE PURCHASE ORDER, OR THESE MWTC, WHETHER OR NOT GLOBAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL GLOBAL’S TOTAL LIABILITY TO CUSTOMER EXCEED THE LESSER OF (A) THE INSURANCE PROCEEDS MADE AVAILABLE TO GLOBAL BY ITS INSURERS OR (B) THE NET PROCEEDS RECEIVED BY GLOBAL FROM THE DISTRIBUTION OF ANY PRODUCT OR SERVICE PROVIDED TO CUSTOMER. THIS AGREEMENT SHALL NOT BE DEEMED OR CONSTRUED TO CREATE ANY RIGHT IN ANY THIRD PARTY.
Customer shall be in Default of the Agreement if any of the following occurs: (i) Customer fails to pay any Payment or other sum when due under the Agreement or any other agreement with Global; (ii) Customer breaches any warranty, representation, or other obligation or term of these MWTC, the Agreement or any agreement with Global; (iii) Customer becomes insolvent or unable to pay Customer’s obligations when due; or (iv) Customer, any guarantor, or any partner or member voluntarily files or has filed against it involuntarily, a petition for liquidation, reorganization, adjustment of debt or similar relief under the Federal Bankruptcy Code or any other similar present or future federal or state/province bankruptcy or insolvency law, or a trustee, receiver, or liquidator is appointed for Customer. Upon Customer’s Default, Global may pursue any and all remedies available at law or in equity and/or as specified in the Agreement. In addition, from the time of Default all sums due shall accrue a default interest rate of eighteen percent (18%) per annum.
Customer agrees that it shall indemnify, protect, defend, and hold harmless Global, its officers, directors, employees, shareholders/members, advisors and agents from and against any and all claims, threats, liabilities, taxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, costs and expenses (including attorneys’ fees and court costs) of every kind and nature (“Losses”), arising out of, resulting from, or in connection with its acquisition or use of the Products or Services, including without limitation any claims of personal injury or property damage or claims by third parties against Customer with respect to the Products or Services and any non-fulfillment, failure to comply or breach by Customer of any covenant, promise, agreement, representation or warranty made by Customer under the Agreement, the Purchase Order, or these MWTC. Additionally, Customer waives, releases, discharges and agrees to hold harmless Global from and against any and all claims which may arise out of or relate to any information, incorrect advice, judgment, recommendation, finding, decision or conduct provided to Customer in the course of Services or with respect to Products. Customer agrees that in connection with Customer’s obligations hereunder, Global may, in its sole and absolute discretion, engage legal counsel at Customer’s expense.
18. Additional Insurance Requirements.
In addition to ensuring Products against loss by fire or other casualty, Customer agrees to maintain worker’s compensation and liability insurance in amounts sufficient to protect the financial security of Customer and to provide copies of the policies or satisfactory insurance certificates upon request by Global. Without limiting the generality of the foregoing, Customer shall, at its own expense, maintain in force with reputable insurers policies of commercial general liability insurance with policy limits of at least Two Million U.S. Dollars (USD $2,000,000.00) each occurrence including without limitation for bodily injury and blanket contractual liability, Two Million U.S. Dollars (USD $2,000,000.00) each occurrence for damage to property, or, alternatively, Two Million U.S. Dollars (USD $2,000,000.00) combined single limit each occurrence for injury and property damage combined; and worker’s compensation/employer liability at a minimum as required by law or $1,000,000.00, whichever is greater. Global shall be named as an additional insured on Customer’s liability insurance and Customer’s insurance shall be primary for any claim made by a third party. Customer’s insurer shall waive any and all subrogation rights against Global or its insurers. The fact that Customer maintains such insurance shall not limit Customer’s other obligations under this Agreement, including without limitation its indemnification obligations.
Customer agrees that the trademarks and any other intellectual property of Global are and will remain the sole and exclusive property of Global and Customer agrees not to do anything, or allow any other party to do anything, inconsistent with such ownership or to contest Global’s ownership of its trademarks. Except as expressly set forth herein, Customer shall have no right, title or interest in any intellectual property, including but not limited to patents, trademarks, tradenames, or trade dress, relating to the Products or Services sold hereunder. Customer shall not tamper with any Products or remove, cover or alter, any trademarks, insignia, markings, or serial number or any configuration that identifies the origin of Products.
20. Confidential Information.
Customer shall maintain as confidential and not disclose to others without Global’s prior written consent the existence of or the terms of the Agreement, Orders or any trade secrets, processes, techniques, designs, know-how or other Confidential Information obtained from Global. “Confidential Information” shall include all information that Global designates in writing to be “CONFIDENTIAL” and all other information Customer knows, or should reasonably know, is considered by Global to be confidential, including the terms of any Agreement and the associated pricing. Customer agrees that a breach of this obligation to protect Confidential Information will result in irreparable and continuing damage to Global for which there may be no adequate remedy at law, and Global is therefore entitled to seek injunctive relief as well as such other and further relief as may be appropriate. These terms of Confidential Information shall survive any expiration or termination of the Agreement, are in addition to and shall not supersede or replace any confidentiality, non-disturbance or similar agreement between the Parties executed previously.
21. Excusable Delay.
Global shall not be responsible in any way for the loss, damage, detention or delay caused by strike, lockout, fire, flood, war, riot, embargo, insurrection, act of God, civil or military authority, compliance with governmental requests or orders, accidents, inability to obtain products or materials from usual sources (including, but not limited to, original manufacturers), subcontractor, supplier or Customer caused delays, transportation shortages or delays, other delivery commitments, technical failures, or due to any unforeseen circumstances or causes beyond its control. Global’s performance shall be deemed suspended during and extended for such time as it is so delayed, and delivery dates shall be so extended.
22. Governing Law; Venue.
Except as otherwise expressly provided in the Agreement, the Agreement, including any personal guaranty, related Purchase Orders, and these MWTC shall be governed by the laws of the State of Colorado without regard to principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The Parties hereby consent and submit to the exclusive jurisdiction of the State of Colorado and to venue in the Denver District Court or the United States District Court for the District of Colorado. Customer agrees to waive any claim for lack of jurisdiction or inconvenient forum. CUSTOMER ACKNOWLEDGES AND AGREES TO WAIVE ITS RIGHT TO A TRIAL BY JURY. Global may bring a legal action for an injunction or other equitable relief in any appropriate jurisdiction against Customer without the need to post bond or other secured interests. No action, regardless of form, arising out of or in any way connected with the Products or Services furnished by Global may be brought by a Customer more than one (1) year after the cause of action has accrued.
23. Waiver; Severability
Global’s waiver of any term or breach herein or in the Agreement shall not be deemed a waiver of Global’s right to seek compliance of that term or any other term thereafter. The invalidity, illegality, or unenforceability of any provision of the Agreement or these MWTC shall not affect or impair the validity, legality or enforceability of the remainder of the Agreement or these MWTC, and to this end, the provisions of the Agreement and these MWTC are declared to be severable. The Parties or the Court shall substitute for the invalid provision a provision that most closely approximates the intent and economic effect of the invalid provision. Customer hereby expressly waives any and all rights and remedies granted Customer under the Uniform Commercial Code, including without limitation Sections 2A-508 through 2A-522 CC.
24. Counterparts; Amendments.
These MWTC supersede all prior agreements and understanding, written or oral, between the Parties that relate to the subject matter. Except as expressly specified in Section 30 below, orotherwise to the contrary in any agreement signed by an authorized representative on behalf of Global, any other terms or conditions, including any documents provided by Customer, or any verbal assurances by sales representatives or distributors, shall not serve to vary any term or condition specified herein and shall be expressly rejected, Provided, however, any provision for the benefit of Global must be in writing and signed by an officer of Global.
25. Independent Contractors.
The relationship of the Parties established under the Agreement is that of independent contractors and neither Party is a partner, employee, agent or joint venture of or with the other and nothing in the Agreement or these MWTC shall preclude Global from contracting to provide Products or Services to others.
The provisions of the Agreement and these MWTC that, by their sense and context, are intended to survive performance by either or both Parties shall also survive the completion, expiration, termination or cancellation of the Agreement.
27. Customer Authorization and Sophistication.
Customer agrees that Parties are merchants, as defined under U.C.C. § 2-104, and are, therefore, chargeable with the knowledge, skill and sophistication of merchants for purposes of contract review, negotiation and execution. Customer authorizes Global to supply missing information, correct obvious errors in the Agreement and associated documentation, correct typographical errors in Customer’s name, and/or modify Customer’s name to reflect Customer’s true and correct legal name. Customer agrees to execute revisions, prepared in good faith by Global, to the Agreement to correct any errors or deficiencies. THE UNDERSIGNED SIGNATORY OF CUSTOMER REPRESENTS THAT HE/SHE/IT IS AUTHORIZED TO BIND CUSTOMER, CUSTOMER IS AUTHORIZED TO ENTER INTO THIS AGREEMENT AND THAT THE AGREEMENT IS NOT SUBJECT TO ADDITIONAL NEGOTIATION, CONSENT, DELAY, INTERFERENCE, OR CANCELLATION AND EXECUTION HEREOF SHALL NOT CONSTITUTE A BREACH OR VIOLATION OF ANY OTHER AGREEMENT TO WHICH CUSTOMER MAY BE A PARTY.
28. No Assignment.
Customer agrees not to transfer, sell, sublease, assign, pledge, or encumber any rights under the Agreement or an Order without Global’s prior written consent. Any such attempted assignment shall be void and of no effect. Customer agrees that Global may sell, assign or transfer the Agreement and/or Orders, and if Global does, the new owner will have the same rights and benefits that Global has now or in the future, but will not have to perform any of Global’s obligations; provided, however, if Global assigns the Agreement, Global will meet its remaining obligations directly or by assignment. The rights of the new owner will not be subject to any claims, defenses or set-offs that Customer may have against Global.
Any notice, demand or request required or permitted under the Agreement shall be in writing and shall be sent as specified in the Agreement; provided, however, notices to Global shall be sent by a nationally recognized overnight courier service or prepaid certified or registered mail return receipt requested and delivery confirmed to: Global Imaging, Inc., Attn: President, 2011 Cherry Street, Suite 116, Louisville, CO 80027, with a copy to Controller/CFO.
30. Modification of MWTC.
The MWTC are set forth on Global’s website at www.globalimaginginc.com/terms-conditions. Global reserves the right to modify, amend, alter and change these MWTC at any time, with or without notice to Customer. Customer’s authorization for, or acceptance of, use of, or delivery of Product or Services hereunder shall be deemed acceptance of the MWTC in effect at such time.