TERMS & CONDITIONS
Seller shall not be liable for any failure to manufacture, deliver or provide, or for any delay in the manufacture, delivery or provision of, any goods to be provided hereunder if such failure or delay is caused by acts of God, fire, storm, strikes, blackouts, labor difficulties, riots, inability to obtain materials, equipment, labor or transportation, governmental restrictions, serious public health nuisance or any similar cause over which Seller is unable to exercise control.
Unless otherwise specifically provided in Seller’s quotation, special tooling developed by Seller to complete this contract shall be the property of Seller. Special tooling supplied by Buyer or special tooling developed by Seller subject to property ownership of buyer shall be maintained by Seller with reasonable care at Buyer’s risk or loss of damage arising from force majeure events and Buyer is encouraged to provide its own insurance against such loss or damage. In the event Buyer does not claim such special tooling within two years after completion of Seller’s deliveries under this contract, then Seller shall have the right to dispose of such special tooling without liability.
It shall be assumed that product delivered to Buyer conforms to the contract and acceptance of such product is assumed unless Buyer notifies Seller in writing of any claim of nonconformance within five (5) business days after delivery to Buyer. Buyer will then await instructions from Seller and unless otherwise agreed to in writing by Seller Buyer assumes the full risk and expense of returning goods to Seller including but not limited to damage arising from Buyer’s improper packaging. Seller agrees to repair or replace nonconforming goods.
Buyer shall be deemed to have accepted the numerical count of goods shipped unless Buyer notifies Seller in writing of any claim for short count within 48 hours after delivery to Buyer.
Buyer shall report to Seller damage found from shipping within one (1) business day of receipt of product.
If Seller agrees to use materials supplied by the buyer, then the buyer shall be solely responsible for supplying and delivering such materials in a timely manner at no cost or expense to Seller, of sufficient quality and in sufficient quantity (including allowances for loss, waste, or scrap that may occur for any reason) as Seller deems necessary to complete its obligations. Seller shall not be liable for, and the buyer shall be obligated to pay any previously negotiated delivery premiums notwithstanding, any failure or delay in delivering any goods to be provided hereunder if such failure or delay is caused by the buyer’s failure to supply and deliver such materials in a timely manner or of such quality or in such quantity as Seller deems necessary.
Risk of Loss and Title
Unless otherwise agreed upon by Seller and Buyer, the Products will be tendered for delivery, and all risk of loss or damage of all the Products will pass to Buyer F.O.B. Seller’s designated facility. Ownership of the Products will remain with Seller until the Price has been paid in full.
Delivery of the Products will be subject to receipt of cash or credit arrangements made by Buyer for the Price. If payment is not made in accordance with the terms thereof, or if Buyer’s credit standing has been impaired at any time, Seller may withhold delivery of any Products until satisfactory cash arrangements or credit arrangements have been made, and may demand in writing that Buyer provide adequate assurances of its ability to make payments under such terms. If Buyer fails to provide such written assurances within 15 days of Seller’s demand, Seller may pursue any remedies available to it at law or in equity. Payments by credit card may carry an additional 3% fee.
A. Disclaimer of Express Warranties
Provider warrants that the work is as described in the purchase order. 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. They are not intended to represent the actual work performed.
B. Disclaimer of Implied Warranties
The Seller warrants only that the work will conform to the description contained in the purchase order. The Seller’s maximum liability, whether by negligence, contract, or otherwise, will not exceed the return of the amount invoiced for the work in dispute. Under no circumstances will the Seller be liable for specific, individual, or consequential damages.
The customer agrees to protect the Seller from economic loss and any other harmful consequences that could arise in connection with the work. This means that the customer will hold the Seller harmless and save, indemnify, and otherwise defend him/her against claims, demands, actions and proceedings on any and all grounds. This will apply regardless of responsibility for negligence.
A. Copyrights/Trademarks. The customer also warrants that the subject matter to be printed is not copyrighted/trademarked by a third party. The 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. The customer further warrants that no copyright/trademark notice has been removed from any material used in preparing the subject matter for reproduction. To support these warranties, the customer agrees to indemnify and hold the Seller harmless for all liability, damages, and attorney fees that may be incurred in any legal action connected with copyright/trademark infringement involving the work produced or provided.
B. Personal or Economic Rights. The 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. The customer will, at the customer’s sole expense, promptly and thoroughly defend the Seller in all legal actions on these grounds as long as the Seller: 1. promptly notifies the customer of the legal action 2. gives the customer reasonable time to undertake and conduct a defense. The Seller reserves the right to use his or her sole discretion in refusing to print anything he or she deems illegal, libelous, scandalous, improper or infringing upon copyright law.
Any increase in any tax or governmental levy, duty or charge which increases the cost to Seller of producing, selling, or delivering the Products or of procuring materials used therein, may, at Seller’s option, be added to the price herein specified (the “Price”). With respect to sales outside the United States, all import duties, licenses and fees in the importing country of the Products will be borne by Buyer.
The invalidity of any terms or provisions hereof shall not affect the validity of the remaining terms or provisions, and this Quotation shall be construed as if such invalid terms or provisions had been omitted.