CALE AMERICA INC. GENERAL TERMS AND CONDITIONS
All orders (“Orders”) are subject in all respects to these General Terms & Conditions. Additional Special
Terms & Conditions will apply to certain Orders and are set forth herein following the General Terms &
Conditions. Both the General Terms & Conditions and the Specific Terms & Conditions, as applicable,
shall be deemed incorporated into and an integrated part of the Order. Cale America Inc. (“Cale”) and
Customer agree to be bound by the General Terms & Conditions and the Specific Terms & Conditions, as
applicable.
1. CONTRACT. Unless for a trial period (such transaction a “Trial”}, executing and tendering an Order to
Cale, Customer is entering into a contract to lease (such transaction, a “Lease”), rent (such transaction, a
“Rental”) or purchase (such transaction, a “Purchase”), and Cale is committing to lease, rent, or sell, as
the case may be, the products described on the Order (the “Products”) in accordance with these General
Terms & Conditions, the Specific Terms & Conditions, if any, and the terms set forth on the face of the
Order. Cale shall maintain ownership of any Products rented, leased or on Trial hereunder throughout
the term. Customer has the option to add features, functionality and related services as they become
available at prices agreed upon by Cale and Customer.
2. PAYMENT TERMS. Unless a Trial, Cale shall invoice Customer on a monthly basis, and such invoices
shall be due and owing in full thirty (30} days from the date of invoice.
3. SALES TAX. Customer shall pay all sales, use, value-added and other similar taxes, however
designated, which are levied or imposed by any state, county or other jurisdiction upon the Products
including any pre-installed operating software (the “Programs”}, or upon the services or payments under
the Order (unless Customer can establish to the reasonable satisfaction of Cale that it is exempt from
any such taxes). Customer’s obligation to pay any tax as provided herein applies to any tax Cale is
required to collect under any existing or future law and shall be paid to Cale promptly on demand if not
collected by Cale with Custamer’s initial Order.
4. TERM. The term (“Term”) shall be for that specific time period or duration as set forth in the Specific
Terms & Conditions or in the Order.
5. CANCELLATION. The The Customer can cancel this Agreement at any time and pay Cale a prorated
amount for all services performed up to that date.
6. INSURANCE. Each of Cale and Customer shall maintain a policy of comprehensive general liability
insurance with a limit of not less than $1,000,000 for each occurrence and a general aggregate limit of
not less than $2,000,000, as well as all other insurance coverages required by applicable law.
7. INDEMNIFICATION, Each of Cale and Customer shall defend and indemnify the other and the other’s
officers, directors, employees and agents, and their respective successors and assigns, from, against and
in respect of, any liability, loss, cost, damage, expense or payment, including reasonable attorneys’ fees
and expenses, incurred or suffered by such indemnified person with respect to any and all claims,
controversies, legal actions and proceedings brought by or on behalf of any third party arising out of or
in any way related to the indemnifying party's gross negligence, willful misconduct, breach of applicable
laws or breach of the Order.
