Terms of Sale

These STANDARD TERMS AND CONDITIONS govern the relationship between BUYER and Clover Technologies
Group, LLC, d/b/a Depot International ("DPI"), and apply to transactions with any DPI entities.

1. ACCEPTANCE:

No order by BUYER shall be binding upon DPI or its authorized representatives. BUYER'S order is only accepted by DPI subject to these STANDARD TERMS AND
CONDITIONS or any written agreement between DPI and BUYER specifically subject to these STANDARD TERMS AND CONDITIONS or any written agreement
between DPI and BUYER specifically superseding these STANDARD TERMS AND CONDITIONS. DPI's order acceptance constitutes BUYER’S unconditional
agreement to comply with and be bound by these standard terms and conditions.

2. EXCUSED DELAY IN OR FAILURE OF COMPLIANCE WITH ORDER:

DPI shall not be liable to BUYER or any third party for any delay or failure of compliance with any order caused by or attributable to:
Acts or omissions of any common or other carrier; Acts or omissions of any supplier of power, fuels or raw materials; Any failures of production equipment; Any
laws, regulations, demands, requests or requirements of any government authority; Any war (whether declared or undeclared) or civil strife; Any strike, lockout or
labor trouble; Any fire, flood, windstorm, earthquake or other natural cause; Any event of FORCE MAJEURE or; Any other contingency beyond DPI's control.

3. LIMITED WARRANTY FOR IMAGING PRODUCTS:

DPI warrants that its imaging products (namely ink and toner cartridges), when stored, installed and used under normal conditions, will be free from defects in
materials and workmanship for the period specified in the product documentation for the specific product ordered, calculated from the date of purchase. The
aforesaid warranty applies to damage to the print head or a printing mechanism solely and directly caused by a DPI imaging product, provided that the imaging
product was stored, installed and used in accordance with DPI's recommended procedures. In the event of any damage to a print head or printing mechanism
within the Warranty Period caused solely and directly by the use of a DPI imaging product, DPI will pay the reasonable cost of service and repair of the print-head
or printing mechanism so damaged, provided BUYER: (a) notifies DPI of such damage in writing within thirty (30) days; (b) delivers to DPI print samples and
returns the laser toner or ink cartridge(s) and any damaged or replaced parts with an authorized material return number; and (c) delivers to DPI a written service
report, signed by an authorized technical service personnel, identifying the DPI imaging product as the sole and direct cause of such damage. DPI does not cover
routine cleaning(s) as specified by the Original Equipment Manufacturer ("OEM"). Please refer to the equipment users' guide or equipment service manual. Nor
does DPI cover on-=site equipment service related to issues for common print defects or print quality issues.

4. LIMITATIONS AND EXCEPTIONS:

THE LIMITED WARRANTY SET FORTH IN SECTION 3 ABOVE IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, INCLUDING
WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY AND SETS FORTH BUYER'S EXCLUSIVE REMEDY
IN CONNECTION WITH SUCH WARRANTIES. IN NO EVENT SHALL DPI OR ANY THIRD-PARTY PROVIDER OR ANY OF DPI’S OR ITS RESPECTIVE AFFILIATES,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE TO BUYER OR TO ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
PUNITIVE, COLLATERAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS, LOSS OF DATA OR LOSS OF
USE, ARISING OUT OF, OR CONNECTED IN ANY WAY WITH THIS AGREEMENT OR WITH DPI'S GOODS OR SERVICES. SOME STATES OR PROVINCES DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT
APPLY. IN THOSE CIRCUMSTANCES, AS WELL AS ANY OTHER WHERE LIABILITY OCCURS, BUYER ACKNOWLEDGES THAT THE ENTIRE LIABILITY OF DPI,
REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION OR THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR WARRANTY) SHALL NOT EXCEED THE
PURCHASE PRICE OF SUCH PRODUCTS PURCHASED AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH BUYER MAY HAVE AGAINST
DPI AND ANY AFFILIATED PARTY.

5. PRICING:

As contracted prices included in the price list may change at any time, upon 30 days written notice.

6. PAYMENT TERMS & REMITTANCE ADDRESS:

BUYER is requesting credit from Clover Technologies Group, LLC, d/b/a Depot International (“DPI”).
BUYER agrees to pay for all purchases according to these terms and conditions, which may be amended from time to time by DPI. No terms or conditions of
purchase orders different from the terms of DPI will become part of any agreement between the parties. BUYER agrees to continued solvency as a precondition
of any sale made by DPI.
DPI accepts and encourages payment by credit card (VISA, MasterCard, Discover Card or American Express) at the time of sale. Credit terms are also available to
those who qualify. For BUYERS that have been granted credit terms, DPI accepts payment via ACH, wire transfer, or check. BUYERS that have been granted credit
terms wishing to pay by credit card will be charged a convenience fee in an amount that will be clearly disclosed to BUYER before being assessed.
Remit Address: Clover Technologies Group PO Box 775576, Chicago, IL 60677-5576
FedEx Overnight: PNC Bank C/O Clover Technologies Group
Attn: Lockbox Number # 775576, 350 East Devon Ave, Itasca, IL 60143

7. CREDIT:

If credit is extended, BUYER agrees to pay all debts incurred within the agreed-upon terms of sale. If BUYER’S debt should become past due, BUYER expressly
agrees (subject to statutory regulations) to pay finance charges on the past due amounts at the rate of 1.5% per month (18% annualized) provided that no provision
of this agreement requires or permits the collection of finance charges in excess of the maximum amount permitted by law. BUYER agrees to pay reasonable
collection costs and attorney’s fees incurred by DPI to collect past due balances. In connection with BUYER’S application to purchase product from DPI, BUYER
understands that investigative background inquiries will be made, and BUYER hereby authorizes DPI or its agent to investigate BUYER’S credit and financial records,
including bank records.
If DPI reasonably believes that BUYER's credit-worthiness has become impaired, or if BUYER defaults in any payment owed to DPI as a result of credit previously
extended by DPI, DPI may, in addition to all other legal rights it may have, cancel or suspend any order not yet delivered to a carrier and may stop or recall any
shipment of goods then in transit. Any such cancellation, suspension, stoppage or recall of such order or shipment by DPI shall be without liability to BUYER or any
third party. Credit is granted to customers who provide satisfactory trade and banking references. For higher lines of credit, financial statements and/or personal
guarantees may be required. Past due invoices for sales that exceed credit lines may delay current shipping requests. DPI's standard payment terms are Net 30.

8. FREIGHT TERMS:

If the BUYER is paying for shipping, then Products shall be shipped at the direction of BUYER as set forth in BUYER’s written notification and/or purchase orders
to DPI. If DPI is paying shipping charges, then the shipment method shall be at DPI’s discretion. DPI shall ship products ordered by BUYER within a reasonable period
of time. Product shall be packaged in containers that are adequate, in DPI’s reasonable judgment, to prevent damage to product during shipping, handling and/or
storage. DPI will package product in DPI's standard packaging at no additional cost to BUYER. Notwithstanding the foregoing, BUYER hereby agrees that in no
event shall DPI be liable for any delay in such shipments to the extent such delay was beyond DPI’s control. Whichever party is responsible for paying the shipping
costs for a particular shipment shall also be responsible for obtaining, at such party's sole cost, all insurance deemed reasonably necessary by said party to protect
from risk of loss of such shipment.

BUYER is responsible for providing correct shipping information. Any costs associated with BUYER’S provision of incorrect shipping information, including but not limited to costs for re-shipment, return-to-sender charges, and additional handling expenses, will be charged back to BUYER. BUYER must review the order confirmation and immediately contact Clover if any changes to shipping information are required.

9. RISK OF LOSS AFTER DELIVERY TO CARRIER:

DPI shall in no event be liable for any loss or damage to goods in transit. Regardless of which party is paying for shipping, goods shall be shipped FOB point of
shipment. Buyer’s sole recourse for loss or damage to goods in transit shall be filing a claim with the carrier. Any shipping error should be reported to our Customer
Service Department (866-734-6548) within 5 days of receipt of product.

10. SPECIAL ORDERS/EXCESS SHIPMENTS:

As to specifically printed and special makeup orders, shipments of a quantity within ten percent over or under the quantity ordered shall be deemed in compliance
with the order and any such excess shall be accepted and paid for by BUYER and otherwise treated as if ordered.

11. INTEGRATION:

No terms or conditions, set forth orally or in any document issued by any person other than DPI, inconsistent with or in addition to these STANDARD TERMS AND
CONDITIONS, the PRINTER PARTS TERMS AND CONDITIONS, or the RETURN POLICY AND PROCEDURES set forth herein shall have any force or effect except
and only to the extent that the same are specifically and expressly accepted in writing by DPI.

12. CHOICE OF LAW:

These STANDARD TERMS AND CONDITIONS, their validity, interpretation and all claims or controversies between DPI and BUYER arising hereunder or otherwise
shall be governed and construed under the laws of the State of Illinois without regard to that state’s conflict of laws principles. Venue shall be the choice of DPI.

PRINTER PARTS TERMS AND CONDITIONS

1. PRINTER PARTS WARRANTY:

DPI warrants that its printer parts will be free from defects in material and workmanship for the duration of the warranty period, or in the case of remanufactured
standard equipment, for the full life of the OEM maintenance kit cycle within the warranty period (specified by the OEM for each and every printer product when
sold new). Warranty Periods are as follows: Parts (remanufactured) - 12 months; Parts (OEM) - Current manufacturer's warranty period. The warranty duration
begins on the date of purchase by the end user customer. DPI's printer parts warranty does not apply to consumable parts such as, but not limited to: toner
cartridges, ribbons, or ink cartridges; drums or other photo-conductive components; image transfer belts; any other item defined as a consumable by the printer
OEM that wears out based on the number of pages printed and which should be replaced in the normal course of ownership and maintenance of the product. Paper
path components such as fusers and rollers are covered for either 12 months or for the specific number of pages that the OEM designed the components to print
before they are due to expire, whichever comes first.
Note: Hewlett Packard Enterprise ("HPE") will not support the warranty on HPE refurbished products purchased from DPI, and HPE equipment in refurbished
condition purchased from DPI is restricted to sale only in the United States.
This printer parts warranty does not apply to defects which arise as a result of: improper or inadequate maintenance or modification; software, media, parts, or
supplies not provided or supported by DPI or the OEM; operation outside the product's specifications. If DPI receives, during the applicable warranty period, notice
of a defect in any printer hardware product covered by DPI's printer part warranty, DPI shall either repair the defective product or replace the defective product
with a functionally equivalent product, at Depot International's option.

THE ABOVE PRINTER PARTS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY AND SETS FORTH BUYER'S EXCLUSIVE REMEDY IN CONNECTION WITH
SUCH WARRANTIES. IN NO EVENT SHALL DPI OR ANY THIRD-PARTY PROVIDER OR ANY OF DPI’S OR ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS OR LICENSORS BE LIABLE TO BUYER OR TO ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, COLLATERAL,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS, LOSS OF DATA OR LOSS OF USE, ARISING OUT OF, OR
CONNECTED IN ANY WAY WITH THIS AGREEMENT OR WITH DPI'S GOODS OR SERVICES. SOME STATES OR PROVINCES DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY. IN THOSE
CIRCUMSTANCES, AS WELL AS ANY OTHER WHERE LIABILITY OCCURS, BUYER ACKNOWLEDGES THAT THE ENTIRE LIABILITY OF DPI, REGARDLESS OF THE
FORM OF ANY CLAIM OR ACTION OR THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR WARRANTY) SHALL NOT EXCEED THE PURCHASE PRICE OF
SUCH PRODUCTS PURCHASED AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH BUYER MAY HAVE AGAINST DPI AND ANY
AFFILIATED PARTY.

2. PRINTER PARTS ADVANCE EXCHANGE CORE PROGRAM OFFERINGS:

DPI offers OEM, refurbished and aftermarket printer parts, many of which are available on Exchange. Exchange allows you to purchase quality printer parts for same
day shipment then simply return your repairable cores to DPI. No one likes keeping track of when their cores are due, but at DPI we have made core reporting and
tracking easy. Simply use the included return label produced with each shipment to return your cores. We will provide a daily receiving report and a weekly core
report so you always know where you stand.
Advance Exchange Program: Our Advance Exchange program requires that for each Advance Exchange product ordered a core of the exact equivalent is returned.
In order to assist our customers in returns an “ADV EXCHANGE” Sticker (R-CORE) is included for each return pre-affixed to the box. If a customer also wishes to
use an Authorized Return Service (ARS) label they can be purchased and added to the order for an additional cost. Both the ADV EXCHANGE Sticker and the ARS
label are tied to the order for receiving and tracking in our system. While we do all we can to provide the necessary labeling to make core returns hassle free; bear
in mind that the receiving accuracy will only be as good as the application of the label(s) placed on returns.

RETURN POLICY AND PROCEDURES

Special order/non-stock items are non-returnable
All product being RETURNED (whether defective or otherwise) must have an approved Returned Merchandise Authorization number (RMA#) written clearly on the
outside of the shipping box.
To obtain a RMA#: Call Customer Service at 866.734.6548 or email ordersupport@cloverimaging.com
Please provide the following information:
Customer Name/Company
Item being returned
Quantity to return
Reason for return
Order# or PO# (if available)
Cartridge code from the cartridge

DEFECTIVE PRODUCT:
Pre-paid FedEx ARS labels are available for returning DEFECTIVE product confirmed to be covered by any of the warranties defined above. All defective products
must be sent to DPI in the original packaging, using the prepaid return labels. DPI will not reimburse for shipping charges.

PRODUCT DAMAGED IN TRANSIT:
If you receive a product that has been damaged in transit, please refuse the damaged portion of the delivery. If you notice the damage after the carrier has left the
premises, please contact DPI's Customer Service at 866-734-6548.

NON-DEFECTIVE PRODUCT:
DPI will not issue a RMA # for product from orders over 30 days from the invoice date. DPI does not accept stock rotation returns. DPI will grant credit for returns
only if the product and the packaging are in resalable condition, and any return is subject to a 20% restocking fee. If the return is a result of our error, an ARS label
will be issued upon request. Otherwise, the customer is responsible for the return freight cost.

REPACKAGING PRODUCT FOR RETURN:
All laser, copier and fax cartridges must be returned in their original packaging, including Styrofoam inserts, end caps, etc. We cannot give credit on any product
when the product or the manufacturer’s boxes have been written on or marked in any way, or damaged by mis-handling (other than in transit) All product must
be shipped in a protective outer boxing, with the RMA# clearly printed on the outside of the shipping box. Any product returned without the RMA# on the outside
of the shipping box will be returned to sender.
Put the following information on the outside of your box

Product Return Center
315 Weakley Rd.
Calexico, CA 92231,
Return Authorization #

Before you close the box, list the nature of the defect, if any, on the packing slip. Contact UPS or other carrier to return product to the above address.