Terms and Conditions of Sale

THIS DOCUMENT CONTAINS IMPORTANT INFORMATION ABOUT YOUR (THE "CUSTOMER'S") RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

The following terms and conditions shall apply to all orders by Customer through this web site for the purchase of office supplies, paper products, office furniture, technology equipment and consumables, and related products ("Supplies") from OfficeMax. By accepting delivery of the Supplies, Customer agrees to be bound by and accepts these terms and conditions. These terms and conditions shall apply unless Customer and OfficeMax have signed a separate Agreement covering the purchase of the Supplies in which case the separate agreement shall govern.

  1. PURCHASE. Upon OfficeMax's acceptance of a Customer's order, a firm contract for the purchase and sale of the Supplies will be formed between OfficeMax and Customer, and shall incorporate all the terms set forth herein. These terms and conditions shall not be altered or amended by the use of any document(s). Any attempt to alter this document or to enter an order for Supplies which are subject to additional and/or altered terms and conditions will become null and void, unless otherwise agreed to in a written agreement signed by both parties.
  2. DELIVERY. Except for furniture, technology, special orders, and same-day deliveries, OfficeMax will deliver all Supplies to Customers within one (1) business day for most orders, and within two (2) business days for all others. All orders received after 5 p.m. local time of the ship-to location shall be considered received by OfficeMax on the next business day. All orders, with the exception of furniture products and special orders, shall be FOB point of origin, with freight prepaid and for OfficeMax's account. For furniture and special orders, deliveries shall be FOB point of origin with freight prepaid and billed to you. The delivery time for furniture shall be agreed to by the parties on an order-by-order basis. Some technology products might not be available for next-day delivery. Most technology products are delivered in one (1) to three (3) business days. For technology products, prices include ground freight charges.

  3. WARRANTY. OfficeMax warrants that OfficeMax is the legal and rightful owner of the Supplies or that it is legally licensed and/or authorized to sell and/or distribute Supplies being purchased hereunder. All Supplies delivered hereunder will be free and clear of any and all encumbrances of any kind.

    Customers acknowledge that OfficeMax is not the manufacturer of any of the Supplies purchased hereunder. Other than the warranties set forth above, any warranty with respect to the Supplies must come from the manufacturer. OfficeMax will pass through to Customers any applicable warranties of the manufacturer to the extent permissible. Notwithstanding anything to the contrary, OfficeMax's liability is limited to the replacement value of the Supplies.

    THIS WARRANTY SUPERSEDES ALL INCONSISTENT PROVISIONS OF ANY AND ALL PURCHASE ORDERS, INVOICES, ACKNOWLEDGMENTS, OR OTHER WRITINGS OR STATEMENTS, WRITTEN OR OTHERWISE. OFFICEMAX DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES AND PRODUCT LIABILITY, SPECIFICALLY INCLUDING THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

  4. LIMITATION OF LIABILITY. Notwithstanding anything to the contrary, in no event will OfficeMax be liable for any indirect, special, incidental, or consequential damages, whether based on contract, tort, or any other legal theory, including without limitation loss of data or its use, loss of profits, loss of business, or other economic damages, even if advised of the possibility of such loss or damage.
  5. RETURNS. Except for special orders, non-catalog items, and technology items (including hardware, software, and peripherals), OfficeMax shall accept returns of Supplies if in resalable condition and made within 30 days of original shipment. For returns of special orders and non-catalog items, OfficeMax shall accept returns on a case-by-case basis. For technology items, OfficeMax shall only accept returns based on the manufacturers' return policies.
  6. FURNITURE. Returning furniture is easy. We are happy to accept returns on stock catalog items in new condition. These items must be returned in their original packaging within 14 days. Custom or made-to-order furniture is only returnable if defective.
  7. TAXES. Customer shall be responsible for any state or local tax (excluding taxes based on OfficeMax's income or profits) that results from the transfer of title or sale or delivery of the Supplies purchased hereunder unless a valid and correct tax exemption certificate is furnished to OfficeMax prior to delivery.
  8. PAYMENT. Payment is due and payable net 20 days from the date of invoice. Late payments shall be assessed a late payment charge at the rate of 1½% per month, but in no event to exceed the maximum allowable by law.
  9. CREDIT LIMITS. Credit limits and terms shall be subject at all times to OfficeMax's credit policies, as amended from time to time.
  10. RESERVATION OF RIGHTS. OfficeMax reserves the right to change at any time without notice these terms and conditions of sale.
  11. MUTUALITY. All debts and obligations of OfficeMax and Customer to each other are mutual and subject to setoff; for purposes of this sentence, OfficeMax and Customer shall be deemed to include each of the parties' respective subsidiaries and affiliates which directly or indirectly control or are controlled by such party through 100% equity ownership.
  12. NOT FOR RESALE. Customer agrees and represents that it is buying for its own internal use only, and not for resale.

Revised December 2004