1. Quotation: A sales quotation (“Quotation”) not accepted by Customer within 30 days from the date shown on the sales quotation may be modified by Provider.
2. Orders: Acceptance of orders by Provider is subject to credit approval, the production schedule of Provider and contingencies such as fire, water, strikes, theft, vandalism, acts of God, government restrictions and other causes beyond Provider’s control.
3. Cancellation: Customer may not cancel an order in whole, or in part, without Provider’s written consent. If Provider elects to give such consent Customer shall pay: (i) any expense incurred by Provider in the purchase of raw material, for any further processing of such raw material and ten (10%) percent to cover Provider’s handling costs; (ii) the cost of any tools or dies manufactured by Provider for said order; and (iii) any other loss or damage incurred by Provider, including Provider’s lost anticipated profits from the cancellation of Customer’s order.
4. Experimental Work: Experimental or preliminary work performed at Customer's request will be charged to the Customer at Provider's current rates. This work cannot be used by Customer without Provider's written consent and remains the sole property of Provider.
5. Creative Work: Sketches, copy, dummies and all other creative work developed or furnished by Provider are Provider's exclusive property. Provider must give written approval for all use of this work and for any derivation of ideas from it.
6. Accuracy of Specifications: Quotations are based on the accuracy of the specifications supplied by Customer. Provider reserves the right to re-quote if copy, film, tapes, disks, or other input materials do not conform to the specification information on which the original quotation was based.
7. Preparatory Materials: Artwork, type, plates, tooling, negatives, positives, tapes, disks, and all other items supplied by Provider remain Provider's exclusive property.
8. Electronic Manuscript or Image: It is Customer' s responsibility to maintain a copy of the original files or documentation supplied to Provider. Provider is not responsible for accidental damage to media supplied by Customer or for the accuracy of furnished input or final input. Until digital input can be evaluated by Provider, no claims or promises are made about Provider's ability to work with jobs submitted in digital format, and no liability is assumed for problems that may arise. Any additional translating, editing, or programming needed to utilize Customer-supplied files will be charged at Provider's currentr ates
9. Alterations/Corrections: Customer alterations include all work performed in addition to the original specifications. All such work will be charged at Provider's current rates.
10. Pre-press Proofs: Provider will submit pre-press proofs for Customer's review and approval. Customer shall sign and return the “Proofs for Approval” form to Provider marked in the alternative with "OK," "OK With Corrections" or "Revised Proof Required". Until the completed “Proofs for Approval” form received by Provider, no additional work will be performed by Provider. Provider will not be responsible for copy error after proof approval.
11. Press Proofs: Press proofs will not be furnished to Customer unless they have been required by Customer in writing and are part of Customer’s quotation. A press sheet can be submitted for Customer's approval as long as Customer is present at the press during make-ready. Any press time lost or alterations/corrections made because of Customer's delay or change of mind will be charged at Provider's current rates.
12. Color Proofing: Because of differences in equipment, paper, inks, and other conditions between color proofing and production pressroom operations, a reasonable variation in color between color proofs and the completed job is to be expected. When variation of this kind occurs, it will be considered acceptable performance.
13. Over-runs or Under-runs: Over-runs or under-runs will not exceed 10 percent of the quantity ordered. Provider will bill, and Customer shall pay for actual quantity delivered within this tolerance.
14. Customer's Property: Provider will only maintain fire and extended coverage on property belonging to Customer while the property is in Provider's possession. Provider's liability for this property will not exceed the amount recoverable from the insurance. Additional insurance coverage may be obtained if requested by Customer in writing and any additional premium expense is paid by Customer to Provider.
15. Delivery: Unless otherwise specified, the price quoted is for a single shipment, without storage, F.O.B. Provider's platform. Quotations are based upon continuous and uninterrupted delivery of the complete order. If the specifications state otherwise, Provider will charge to Customer its additional costs at its then current rates. Charges for delivery of materials and supplies from Customer to Provider, or from Customer's supplier to Provider are not included in Quotations unless specified. Title for finished work passes to Customer upon delivery to the carrier at shipping point; or upon mailing of invoices for the finished work or its segments, which ever occurs first.
16. Production Schedules: Production schedules will be established and followed by both Customer and Provider. There will be no liability or penalty for delays caused directly or indirectly by war, riot, civil disorder, fire, strikes, accidents, action of government or civil authority, acts of God, or other causes beyond the control of the Provider. In such cases, schedules will be extended by a reasonable amount of time.
17. Customer-Furnished Materials: Materials furnished by Customers or their suppliers are verified by delivery tickets. Provider is not responsible for discrepancies between delivery tickets and actual counts. Customer-supplied paper must be delivered according to specifications furnished by Provider. Specifications of Customer supplied paper must include correct weight, thickness, pick resistance, and other technical requirements. Artwork, film, color separations, special dies, tapes, disks, or other materials furnished by Customer must be usable by Provider without alteration or repair. Items not meeting this requirement will be repaired or replaced by Customer or by Provider at Provider's current rates.
18. Outside Purchases: Unless otherwise agreed in writing, all outside purchases as requested or authorized by Customer, are chargeable to Customer.
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19. Terms of Payment: Except as provided below, payment terms are net cash within 30 days from date of invoice with a one percent (1.0%) discount for payments made within ten days of invoice date. Payment by MasterCard, VISA, American Express or Discover require authorization for billing within 10 days of date of invoice, and, one percent (1%) discount does not apply. If, in the opinion of Provider, the financial condition of Customer at any time does not justify production and/or shipment based upon the terms of payment specified above, Provider may require full or partial payment by Customer in advance. Any invoice not paid in 30 days will accrue a late payment charge of the maximum legal rate or 1 ½% per month (18% per annum), whichever is less. If the account becomes more than 60 days delinquent and is placed in the hands of a collection agent or attorney, Customer will pay reasonable collection charges including attorney’s fees.
20. Returns/Claims: No goods may be returned without Provider’s prior authorization. Claims for defects, damages or shortages must be made by Customer in writing no later than 30 calendar days after delivery. If no such claim is made, Customer agrees that the job has been accepted. By accepting the job, Customer acknowledges that the Provider's performance has fully satisfied all terms, conditions, and specifications. Provider's liability will be limited to the quoted selling price of defective goods, without additional charge for special or consequential damages.
21. Security: As security for payment of any sum due, the Provider has the right to hold and place a lien on all Customer property in the Provider's possession. This right applies even if credit has been extended, notes have been accepted, trade acceptances have been made, or payment has been guaranteed. If payment is not made, Customer is liable for all collection costs incurred.
22. Liability: The Provider warrants that the work will conform to the description contained in the final Quotation from which the product is produced. The Customer understands that all sketches, copy, dummies, and preparatory work shown to the Customer are intended only to illustrate the general type and quality of the work and are not intended to represent the actual work performed. Provider's maximum liability for negligence, contract dispute, or otherwise, will not exceed the amount invoiced to Customer for the goods or services in dispute. Under no circumstances will Provider be liable for specific, individual, or consequential damages. NO EXPRESS WARRANTIES AND NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESSS FOR ANY PARTICULAR PURPOSE, USE OR OTHERWISE, OTHER THAN THOSE EXPRESSLY SET FORTH ABOVE WHICH ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, SHALL APPLY TO THE PRODUCTS SOLD BY PROVIDER, AND NO WAIVER, ALTERNATION, OR MODIFICATION OF THE FOREGOING CONDITIONS SHALL BE VALID UNLESS MADE IN WRITING AND SIGNED BY AN EXECUTIVE OFFICER OF PROVIDER.
23. Indemnification: Customer agrees to indemnify Provider from economic loss and any other harmful consequences that could arise in connection with the work. This means that Customer will hold Provider harmless and save, indemnify, and otherwise defend Provider against claims, demands, actions, including attorney fees and costs in connection therewith, on any and all grounds. This will apply regardless of responsibility for negligence.
24. Copyrights: Customer warrants that the subject matter to be printed is not copyrighted by a third party. Customer also recognizes that because subject matter does not have to bear a copyright notice in order to be protected by copyright law, absence of such notice does not necessarily assure a right to reproduce. Customer further warrants that no copyright notice has been removed from any material used in preparing the subject matter for reproduction. To support these warranties, Customer agrees to indemnify and hold Provider harmless for all liability, damages, and attorney fees that may be incurred in any legal action connected with copyright infringement involving the work produced or provided. 2. Personal or economic rights: Customer also warrants that the work does not contain anything that is libelous or scandalous, or anything that threatens anyone's right to privacy or other personal or economic rights. Customer will, at Customer's sole expense, promptly and thoroughly defend Provider in all legal actions on these grounds as long as Provider promptly notifies Customer of the legal action and gives Customer reasonable time to undertake and conduct a defense. Provider, in Provider’s sole discretion, reserves the right to refuse to print anything Provider deems illegal, libelous, scandalous, improper or infringing upon copyright law.
25. Storage: Provider will retain intermediate materials until the related end product has been accepted by Customer. If requested by Customer, intermediate materials will be stored for an additional period for additional charge. Provider is not liable for any loss or damage to stored material beyond what is recoverable by Provider's fire and extended insurance coverage.
26. Taxes: All amounts due for taxes and assessments will be added to Customer's invoice and are the responsibility of Customer. No tax exemption will be granted unless Customer's "Exemption Certificate" (or other official proof of exemption) accompanies the purchase order. If, after Customer has paid the invoice, it is determined that more tax is due, then Customer must promptly remit the required taxes to the taxing authority, or immediately reimburse Provider for any additional taxes paid.
27. Telecommunications: Unless otherwise agreed, Customer will pay for all transmission charges. Provider is not responsible for any errors, omissions, or extra costs resulting from faults in the transmission.
28. Applicable Law: The construction, performance and completion of this agreement is to be governed by the law of the State of Connecticut. To the extent that the provisions hereof may vary from the Uniform Commercial Code of such state or any other jurisdiction, the provisions hereof shall govern.
29. Controlling Provisions: These terms and conditions shall supercede any provisions, terms and conditions contained on any confirmation order, or other writing Customer may give or receive, and the rights of the parties shall be governed exclusively by the provisions, terms and conditions hereof.
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