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Based on Trade Customs Adopted by Printing Industry of America, Inc.
<br />1. This proposal is made and, if accepted by Southeastern (“Printer”), order will be entered subject to the following trade customs and any other
<br />conditions expressed herein, which are hereby understood to be binding on both parties. Terms of this proposal shall be limited to thirty (30) days from
<br />date to proposal. It is to be clearly understood that such terms constitute the entire agreement of the parties, can be amended or altered only pursuant to
<br />writing signed by both parties, and in any event not by any stipulation, representation or agreement not contained in this contract, or by parol evidence,
<br />and that these terms shall govern the order contrary to prior or subsequent writings by Customer notwithstanding.
<br />2. Orders regularly entered cannot be cancelled except upon terms that will compensate Printer against loss. All orders are subject to final acceptance by
<br />Printer, and it shall not be liable for any loss or damage resulting from its reasonable failure to accept orders, ship products ordered or notify Customer of
<br />its non-acceptance of orders.
<br />3. Experimental work performed at the Customer ’s request, such as, but not limited to sketches, drawings, composition, plates, presswork and materials
<br />shall be charged for at current rates.
<br />4. Artwork, sketches, copy, dummies, and all preparatory work, plates, engravings and other manufacturing tools or items created or furnished by Printer
<br />shall remain its exclusive property, no use of same shall be made nor may any ideas obtained therefrom be used, except by written permission of Printer
<br />and upon compensation to be determined by Printer.
<br />5. Original artwork, photos, plates, engravings and other manufacturing items when supplied by Customer are accepted at the Customer ’s risk and Printer
<br />shall not be liable for damage or loss in excess of out-of-pocket cost for raw materials or value agreed to in writing between Printer and Customer.
<br />6. Author’s alterations (AA): All changes from original specifications made by Customer shall entitle Printer to additional charges at the current rates for
<br />the additional work performed.
<br />7. Errors: Printer shall not be liable for errors if printed matter conforms to files furnished by Customer. Proofs will be submitted if requested by Customer .
<br />Corrections, if any, are to be made thereon and returned with Proof /Print Authorization form marked “O.K.” or “O.K. with corrections”, and signed by duly
<br />authorized representative of Customer. If revised proofs are desired, request must be made when proof returned. Printer shall not be responsible for
<br />errors if work is performed as per Customer’s “O.K.”
<br />8. Press: Press proofs incur additional charges. Printer shall charge for additional press time arising from Customer delay during make -ready press check
<br />or for change orders received after job is plated. Because of the difference in equipment and conditions between color proofing and the pressroom
<br />operations, a reasonable variation in color between color proofs and the completed job shall constitute an acceptable delivery.
<br />9. Customer’s Property: All Customer ’s property that is stored with Printer is at the Customer ’s risk, and Printer shall not be liable for any loss or damages
<br />thereto caused by fire, theft, water leakage, rodents, insects, or any other cause beyond Printer ’s control. It is understood that the storage of Customer ’s
<br />property is solely for the benefit of the Customer.
<br />10. Terms: Unless otherwise arranged for, a deposit of 50% is requested upon the signing of proposal, 25% upon delivery of the job proof, and the
<br />balance upon completion of this order or upon delivery of the first copy or copies. All accounts not paid for within forty -five (45) days of invoice shall be
<br />charged interest at the rate of eighteen per cent (18%) per annum. If such rate shall be precluded by local law, this such rate shall be the highest rate
<br />allowable pursuant to such law.
<br />11. Warranty: Printer warrants that its work will meet applicable specifications and other specific product work requirements and will be of good quality
<br />and free from defects in material and workmanship. All claims must be made within five (5) days of receipt of goods. Defective items must be held for
<br />Printer’s inspection and returned to the original F .O.B. point upon request. The foregoing is expressly in lieu of all other warranties whatsoever,
<br />expressed, implied, and statutory, including, without limitation, and implied warranties of merchantability and fitness. Upon Customer ’s submission of a
<br />claim and its substantiation, Printer shall at its option either (1) replace its product or work at either the original F .O.B. point of delivery or (2) refund an
<br />equitable portion of the purchase price determined by Printer. All work performed will be done during normal working hours of normal working days. The
<br />foregoing is Printer’s only obligation and Customer ’s only remedy of breach of warranty, and except for gross negligence and willful misconduct, the
<br />foregoing is Customer’s only remedy hereunder by way of breach of contract, tort, or otherwise. In no event shall Customer be entitled to incidental or
<br />consequential damages. Any action for breach of this proposal must be commenced within two (2) years after the cause of action has occurred.
<br />12. Title and Risk of Loss: Title to products which Printer sells to Customer shall pass to Customer upon delivery of the products to Customer, or to a
<br />carrier consigned to Customer, and Printer shall not be liable for loss of, delay in shipment, or damage of any products after title thereto has passed .
<br />Printer, however, retains title for security purposes only to all products until paid for in full in cash and may, at Printer ’s option, repossess the same from
<br />Customer’s default in payment hereunder and charge Customer with any deficiency. It is expressly agreed that Printer shall not be held liable for loss or
<br />damage on account of delays due to strikes, wars, fires, floods, accidents, governmental or municipal laws, rules or regulations, acts of providence, its
<br />inability to secure specified materials, or other causes beyond Printer’s reasonable anticipation or control.
<br />13. No obscene or illegal literature will be printed by Printer under this contract, nor shall Printer be liable for any damages arising out of violation of
<br />copyright laws or illegal use of trade names or slogans. The Customer guarantees the legal property of all matter submitted to Printer for printing and /or
<br />publication; and will defend and indemnify Printer from and against all claims and responsibility arising from the printing and /or publication of such matter,
<br />including the legal expenses and disbursements incurred by Printer in connection therewith.
<br />14. Unless otherwise specified, Printer shall use such style, type, size and composition as, in its discretion, seems to be the best interest of Customer.
<br />15. Any and all mailing costs incurred by Printer in the performance of the specifications hereinabove set forth shall be in addition to the contract price
<br />hereinabove set forth and shall be at the then current rates of the United States Postal Service and/or common carrier.
<br />16. Taxes: Customer shall pay all excise or other taxes, if any, that may be levied on the products sold under the contractor upon or in connection with the
<br />sale or shipment thereof.
<br />17. Delivery Dates: Promised delivery date is contingent upon Customer ’s meeting its established schedule responsibilities. Printer shall not be responsible
<br />for consequential damages for late deliveries.
<br />18. Prices quoted are based on straight time work. Overtime work caused by Customer ’s failure to meet deadline, a delay in turning in proofs, or other
<br />material necessary to complete the work within the time specified, shall be charged for at current overtime rates, over and above the price quoted herein.
<br />19. Unless otherwise stated in writing, overruns or underruns, not to exceed ten (10%) percent of the amount ordered, shall constitute an acceptable
<br />delivery and the excess or deficiency shall be charged or credited to the customer proportionally.
<br />20. Customer Furnished Materials: Any work required on files or materials furnished by the Customer shall be performed at Customer ’s risk and billed at
<br />current market rates. Responsibility for quality of material supplied will not be assumed by Printer when Customer furnished such material used in
<br />production of the printed order.
<br />21. If it becomes necessary to institute suit in any court of law to enforce any of the provisions of quotation, including an action for collection or to enforce
<br />any of the standards terms for sale, customer agrees to pay all legal expenses and disbursements incurred by Printer in connection therewith.
<br />22. In the event actual delivery extends beyond the date set forth on Printers acknowledgement of order entry, Printer shall have the further right to revise
<br />prices upon the application of a fraction, the numerator of which shall be the Consumer Price Index at the time of actual delivery and the denominator of
<br />which shall be such index at the proposed time of delivery set forth by the Printer in his acknowledge to customer of order entry.
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