SAVVAS STANDARD TERMS AND CONDITIONS

1. CONTRACT. Acceptance by the Purchaser (sometimes referred to as “you” or “your”) or an agent of Purchaser of any Merchandise described on your Invoice, purchased from Savvas Learning Company LLC, or any of its affiliates (collectively, “Savvas”), shall constitute your agreement to these terms and conditions as a binding contract. This contract constitutes the only agreement between the parties relating to the Merchandise, except for specific terms and conditions published by Savvas and any agreements, amendments or waivers agreed to in writing and signed by you and Savvas. Any contrary or inconsistent terms appearing on your purchase orders, acknowledgments or other documents are rejected by, and shall not be binding on, Savvas.
2. MERCHANDISE. “Merchandise” includes all or any portion of the goods described in any of your purchase orders to Savvas and all packaging, instructions and other materials normally included with such merchandise.
3. BILLING AND PAYMENT. You must pay all amounts you owe to Savvas with respect to the Merchandise as stated on your Invoice on or before the dates such amounts are due, per your Invoice. You may not deduct any charge backs, set-offs or deductions, including but not limited to any for deviations from your shipping or routing guidelines, anticipated returns, or, if you are a reseller, for promotional or cooperative advertising allowance programs. Savvas will issue and process any valid credit to your account in accordance with Savvas' standard practices and procedures.
4. FREIGHT TERMS AND RISK OF LOSS. The freight terms on your Invoice, if any, and if not, Savvas' general freight terms, will apply. Unless otherwise indicated in writing, risk of loss passes to you upon shipment of the Merchandise.
5. REJECTION. Any Merchandise that is defective, or that violates any law, regulation, or court or administrative order, or infringes any patent, trademark, copyright or other right may, immediately on receipt of the Merchandise, be rejected and returned to Savvas at Savvas' expense.
6. CUSTOMER RETURNS. Except for goods sold on a non-returnable basis, you may return Merchandise in accordance with Savvas' standard practices and procedures and pursuant to any and all terms and conditions set forth on your Invoice. You agree to assume, and shall pay, all risks and expenses of returning any such Merchandise.
7. RECALLS. In the event any Merchandise is recalled by Savvas, Savvas shall be responsible only for (a) at Savvas' election, supplying you with a replacement of the recalled Merchandise in equal quantity OR reimbursing you for the costs you actually paid to Savvas for such Merchandise, AND (b) reimbursing you for all actual and well documented out-of-pocket expenses you incurred in connection with, at Savvas' election, (i) returning the recalled Merchandise to Savvas, OR (ii) destroying the Merchandise in keeping with Savvas' instructions as to methods and evidence of destruction.
8. TAXES. Applicable Taxes are added, unless you have provided Savvas with a duly executed tax exempt certificate or, if this Merchandise is for resale, your resale certificate and your sales tax registration number for each state into which the Merchandise will be delivered.
9. CHANGES AND CANCELLATION. Your orders for Merchandise are subject to our acceptance and availability. Savvas may make changes in quantities, casepacks, drawings, specifications, delivery schedules, method of shipment and packaging, and may cancel or terminate work on this order for its own convenience or as legally required, in whole or in part, by written or electronic notice at any time. IN NO EVENT SHALL SAVVAS BE LIABLE TO YOU FOR ANY LOST PROFITS OR SPECIAL OR CONSEQUENTIAL LOSSES ARISING OUT OF SAVVAS' FAILURE OR ALLEGED FAILURE TO FILL PURCHASER’S ORDERS IN WHOLE OR IN PART. Professional services orders cancelled by customer with less than 72 hours' notice will be billed at full price. Unused services expire 12 months after purchase, unless otherwise specified in customer contract.
10. FORCE MAJEURE. Neither party shall be deemed in default of its obligations to the other to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials and supplies, or any other cause beyond the reasonable control of such party.
11. COMPLIANCE WITH LAWS AND REGULATIONS. Savvas and Purchaser each shall comply with all laws and regulations applicable to the sale and purchase of the Merchandise, respectively, and any provisions required to be included on your Invoice are deemed to be incorporated by reference.
12. EQUAL OPPORTUNITY CLAUSE. Pursuant to Presidential Executive Order 11246, as amended by Presidential Executive Order 11375, the Vietnam Era Veterans’ Readjustment Act of 1974 and the Rehabilitation Act of 1973 as amended, Savvas does not and Purchaser shall not engage in any discriminatory practices based on race, color, religion, sex, national origin, age, physical or mental disability or veteran status. To the degree they are applicable, the following provisions are incorporated herein by reference and are binding upon Savvas and Purchaser as if set forth fully at length herein: 41 CFR 60-1.4; 41 CFR 60-250.4 and 41 CFR 60-741.4.
13. COLLECTION FEES AND ACCELLERATION. Purchaser shall be responsible for all attorneys’ fees incurred by Savvas in collecting its receivables hereunder and for interest on all amounts past due at the rate of 10% per annum, but not to exceed the maximum rate allowable under law. Savvas retains the option to accelerate the Purchaser’s entire indebtedness to Savvas, under this and other invoices, if Purchaser is late in making payment.
14. CLAIMS. All claims relating to the Invoice and/or Merchandise must be made in writing within 45 days of the date of the Invoice. Any request for proof of delivery must be made within 30 days of the date of the Invoice.
15. DISCLAIMER OF WARRANTIES & INDEMNITIES. THE MERCHANDISE IS PROVIDED ON AN “AS IS” BASIS. SAVVAS SHALL HAVE NEITHER LIABILITY NOR RESPONSIBILITY TO ANY PERSON OR ENTITY WITH RESPECT TO ANY LOSS OR DAMAGE ARISING FROM THE MERCHANDISE.
16. SEVERABILITY. In the event that any provision of this contract or the application of any such provision to either Savvas or Purchaser shall be held to be unenforceable, the remaining provisions shall remain in full force and effect as though such unenforceable provision had not existed.
17. JURISDICTION; VENUE; CHOICE OF LAW. THE STATE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND, IF THE JURISDICTIONAL PREREQUISITES EXIST AT THE TIME, THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, SHALL HAVE THE SOLE AND EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY DISPUTE OR CONTROVERSY ARISING UNDER OR CONCERNING THIS CONTRACT. THIS CONTRACT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND FULLY PERFORMED THEREIN WITHOUT REGARD TO NEW YORK’S POLICIES ON CHOICE OF LAW.