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SOUTHEASTERN STANDARD TERMS OF SALE
<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.
<br /> Based on Trade Customs Adonted by Prinrino Industry of America.Inc.
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