TERMS AND CONDITIONS OF Labels Xpress
1. QUOTATION. A quotation by Labels Xpress, not accepted within 30 days is no longer binding, or if notice of revocation of quotation is provided to customer prior thereto, unless otherwise provided. Estimates are based upon prevailing wages, the anticipated hours of work and cost of materials and supplies necessary to produce work in accordance with preliminary copy, style and specifications and are not binding upon Labels Xpress unless a firm quotation has been issued.
2. ORDERS. Orders regularly entered, verbal or written, cannot be cancelled except upon terms that will compensate Labels Xpress against all costs, expenses and losses incurred by Labels Xpress.
3. EXPERIMENTAL WORK. Experimental work performed at the customer's request such as composition, sketches, drawings, composition, plates, preparatory work, and the like, will be charged for at Labels Xpress's current rates, including but not limited to all press work and materials and shall not be used by the customer without the written consent and payment of compensation determined by Labels Xpress.
4. COMPUTER PROGRAMS AND UNDERLYING MATERIALS. All Computer programs, system analysis and underlying materials developed by Labels Xpress in order to produce work for a customer with the use of data processing machines or computers are the property of Labels Xpress. No use shall be made of or ideas taken from such program, analysis or materials without the express permission, and only upon payment of compensation determined by Labels Xpress.
5. PREPARATORY WORK. Type, composition sketches, copy, dummies, layouts, type, plates, artwork, negatives, positives and all preparatory work created or furnished by Labels Xpress shall remain its exclusive property and no use of the same shall be made nor any ideas attained therefrom be used, except upon the written consent and payment of compensation determined by Labels Xpress.
6. SEQUENCING OF INFORMATION. Unless expressly provided otherwise, all material requiring sorting or sequencing will be processed by Labels Xpress according to the standard ASCII collating sequence. All deviations from this practice requiring programming and translation will be performed by Labels Xpress at an additional charge. Recognizing that files requiring sequencing and sorting may have reduced value to the customer at the completion of processing by Labels Xpress, Labels Xpress assumes no responsibility or liability of any kind for returning the file to its original condition, unless otherwise expressly provided herein. Until digital input can be evaluated by Labels Xpress, no claims or promises are made about the 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 prevailing rates.
7. DATA STORED ELECTRONICALLY, DISCS, DESKTOP PUBLISHING FILES AND MAILING LISTS. Labels Xpress WILL ACCEPT DUPLICATE DISCS, FILES AND MAILING LISTS ONLY, with Labels Xpress's liability with respect thereto limited to replacement with a blank of the same format. Data tapes furnished by the customer or created by Labels Xpress for the customer will be delivered to the customer when requested upon payment in full of Labels Xpress's invoice. On written request, Labels Xpress will create additional duplicate master files of the customer's duplicate master file for security purposes at a charge mutually agreed upon. Any additional duplicate master file created by Labels Xpress or supplied by the customer and delivered to Labels Xpress will ordinarily be kept by Labels Xpress on premises for only three (3) months. The customer hereby acknowledges that it has maintained a duplicate master file or the original master file of the duplicate given to Labels Xpress at its own premises.
8. ALTERATIONS. Alterations represent work performed in addition to the original specifications. Any addition, change or modification in work in process made by the customer in copy, style or specifications originally submitted to Labels Xpress represents alterations. Additionally, when type selection and style are left to the best judgment of Labels Xpress, charges will be made for the customer's alterations. All additional work shall be charged at Labels Xpress's current rates. An additional charge will also be made for any reprocessing caused by read errors or illogical, undefined or illegal data supplied by Customer.
9. PROOFS. Proofs shall be submitted with original copy. Corrections are to be made on "master set", returned marked "Okay", or "Okay with corrections", and signed by the customer. If revised proofs are desired, requests must be made when proofs are returned. Labels Xpress regrets any errors that may occur through production undetected, but cannot be held responsible for errors if the work is printed per the customer's okay, or if changes are communicated verbally. Verbal corrections or changes shall not be binding upon Labels Xpress. Labels Xpress shall not be responsible for errors if the customer has not ordered or has refused to accept proofs or has failed to return proofs with indication of changes or has instructed Labels Xpress to proceed without submission of proofs. Labels Xpress will be entitled to assume the correctness and acceptability of all data furnished or approved by the Customer. The Customer will be entitled to inspect Labels Xpress's product or a proof thereof. If any errors created by Labels Xpress are identified by the Customer, Labels Xpress will make the necessary corrections at no additional costs to the Customer.
10. INPUT DATA STORAGE. (Information which has been prepared in specialized form for utilization by computers) Desktop publishing files, disks, electronic data, programs or other documents, materials or property relating to work either in progress or completed will be stored for 3 months by Labels Xpress at the customer's risk. Input data will be destroyed after such time unless there is a specific written agreement.
11. PRESS PROOFS. Unless specifically provided in Labels Xpress's quotation, press proofs will be charged for at our company's current rates. An inspection sheet of any form can be submitted for customer approval at no charge, provided the customer is available at press during the time of make ready. Any changes, corrections or loss of press time due to the customer's change of mind, fault or delay will be charged for at our company's current rates.
12. COLOR PROOFING. Because of differences in equipment, paper, inks and other pressroom operations, a reasonable variation in color between color proofs and the completed job shall constitute acceptable delivery. Special inks and proofing stocks will be forwarded to the customer's suppliers upon request at Labels Xpress's current rates.
13. OVERRUNS OR UNDERRUNS. Overruns or underruns not to exceed l0% on quantities ordered and the customer hereby agrees that the same shall constitute acceptable delivery. Labels Xpress will bill for actual quantity delivered within this tolerance. If the customer requires guaranteed "no less than" delivery, percentage tolerance of overage must be doubled.
14. CUSTOMER'S PROPERTY. Labels Xpress shall only maintain fire, extended coverage, vandalism and malicious mischief insurance on all property belonging to the customer and only while such property is in the Company's possession; the customer hereby acknowledges that Labels Xpress's liability for such property shall not exceed the amount recoverable from such insurance and that this shall be the sole and exclusive remedy of the customer. All additional insurance requested or required by the customer must be in writing and shall be at the customer's sole cost and expense.
15. STORAGE. Labels Xpress will charge the customer at its current rates for handling and storing all customer's property held more than 30 days after the delivery of order. Notwithstanding, all customer's property to be stored with Labels Xpress is at customer's risk after delivery of order or invoicing, whichever comes first, and Labels Xpress will not be liable for any loss or damage thereto caused by fire, water leakage, theft, negligence or any causes beyond the control of Labels Xpress. All artwork and film produced by Labels Xpress will be stored by Labels Xpress for 12 months. Customer agrees that after the stated period of time, all such material may be destroyed by Labels Xpress unless the customer has furnished written instructions for disposition, and made payment therefore, including all transportation and handling charges, as provided for herein.
16. DELIVERY. Unless otherwise specified, the price quoted is for a single shipment without storage, F.O.B. Labels Xpress's platform. Proposals are based on continuous and uninterrupted delivery of complete orders unless specifications distinctly state, in writing, otherwise. Charges related to delivery from customer to Labels Xpress or from customer's supplier to Labels Xpress, are not included in any quotation unless otherwise specified so in writing. Special priority pickup delivery service will be provided at our Company's current rates upon the written request of the customer. Materials delivered from customer or his suppliers are verified with delivery ticket as the cartons, packages or items shown only. The accuracy of quantities indicated on such tickets cannot be verified and the customer hereby acknowledges that Labels Xpress cannot accept any liability for shortage based upon supplier's tickets. Title for finished work shall pass to the customer upon delivery to carrier at shipping point, or upon mailing of invoices for finished work, whichever occurs first.
17. PRODUCTION SCHEDULES. Production schedules will be established and adhered to by the customer and Labels Xpress, provided, that neither shall incur any liability or penalty for delays due to state of war, riots, civil disorder, fire, strikes, accidents, action of government or civil authority, any acts of God, or any other causes beyond the control of the customer or Labels Xpress. Any delays due to the customer or its agents shall automatically extend the delivery date by a like amount of time. Any costs incurred by Labels Xpress due to customer delays, other than the foregoing causes beyond the control of the customer shall be billed to customer at Labels Xpress's current rates.
18. CUSTOMER FURNISHED MATERIALS AND OUTSIDE PURCHASES. Materials furnished by Customers or their suppliers are verified by delivery tickets. Labels Xpress. bears no responsibility for discrepancies between delivery tickets and actual counts. Customer-supplied paper must be delivered according to specifications furnished by Labels Xpress. These specifications will include correct weight, thickness, pick resistance, and other technical requirements. Artwork, film, color separations, special dies, tapes, disks, or other materials furnished by the Customer must be usable by the provider without alteration or repair. Items not meeting this requirement will be repaired by the customer, or by Labels Xpress at Labels Xpress's current rates. Unless otherwise agreed in writing, all outside purchases as requested or authorized by the customer, are chargeable.
19. TERMS. Payment shall be net cash, 30 days from the date of invoice, subject to credit approval, or unless otherwise provided for in writing. If credit is not approved, payment shall be due upon demand by Labels Xpress All payments not tendered when due shall bear interest at the rate of 1 1/2% per month until paid. All payments shall be applied first to the reduction of any and all accrued and unpaid interest and the balance to the reduction of principal until payment, in full, shall be made pursuant to this Agreement. As security for payment of any sum due or to become due under the terms of this or any other agreement with the customer, Labels Xpress is hereby granted the right by the customer to retain possession of and to have a lien upon all of the customer's property in Labels Xpress's possession, including work in progress and finished work and work relating to other orders of the customer. Customer further acknowledges and agrees that the extension of credit or the acceptance of notes, trade acceptances or guarantee of payment, shall not affect said security interest and lien. Customer hereby acknowledges and agrees that it shall pay any and all costs and expenses relating to the collection of all payments due hereunder, if any, and there shall be allowed and included as additional indebtedness in any judgment relating to the collection of payments due hereunder, all expenditures and expenses which may be paid or incurred by Labels Xpress, including, but not limited to, actual attorneys' fees and court costs.
20. INDEMNIFICATION. The customer hereby acknowledges and agrees that he shall indemnify and hold harmless Labels Xpress from any and all loss, cost, expense and/or damages including actual attorneys' fees incurred by Labels Xpress on account of any and all manners of claims, demands, actions and proceedings that may be instituted against Labels Xpress on grounds alleging that the said printing violates any copyright or any proprietary right of any other person, or that it contains any matter that is libelous or slanderous, or invades any person's right to privacy or other personal rights. Customer hereby agrees, at the customer's sole cost and expense, to promptly defend and continue the defense of any such claim, demand, action or proceeding, that may be brought against Labels Xpress, provided, that Labels Xpress shall promptly notify the customer with respect thereto, and, further provided, that Labels Xpress shall give the customer such reasonable time as the exigencies of this situation may permit in which to undertake and continue the defense thereof. Labels Xpress. reserves the right in its sole discretion to refuse to print any matter in which, in its judgment it shall deem improper, libelous or scandalous or the printing of which would result in the violation of federal, state or local laws.
21. MANUFACTURING. Labels Xpress has the right to subcontract all work to be performed by it hereunder.
22. WARRANTY. LABELSXPRESS WARRANTS THAT THE GOODS AND SERVICES SOLD HEREUNDER WILL CONFORM TO THE DESCRIPTION ON THE FACE HEREOF, WILL BE FREE OF DEFECTS IN MATERIAL AND WORKMANSHIP, AND WILL BE OF LABELS XPRESS'S STANDARD QUALITY. LABELS XPRESS MAKES NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. Labels Xpress's liability under this warranty shall be limited to Labels Xpress's option either: 1) to repair or replace the goods or services ordered; or 2) to return the purchase price paid by the customer. Labels Xpress shall in no event be liable for direct, indirect, incidental, consequential damages or lost profits even if Labels Xpress shall have been advised of the possibility of such potential loss or damage. Any claim must be in writing within ten (10) days after receipt of goods, if for shortages, or within thirty (30) days after receipt of goods for defects, and the goods must be held available at customer's place of business for Labels Xpress's inspection. Otherwise, such claim shall be deemed waived. In no event may any claim be made after goods have in any way been used or processed by the customer. No goods may be returned to Labels Xpress without Labels Xpress's consent.
23. CHANGES IN LABOR RATES AND MATERIALS PURCHASED. The prices contained herein are based on the cost of labor and materials as of the date hereof and the customer hereby understands and agrees that said prices are subject to adjustment to reflect any increase or decrease in such cost subsequent to this date. Should there be any changes in these costs after the order is accepted and before completion of work, actual material and labor cost will be charged on the final billing at Labels Xpress's then current rates.
24. SUBCONTRACTS. In the event the customer is contracting for the goods and services to be provided hereunder in fulfillment of a contract with, or for the benefit of, a third party ("End User") and the customer defaults under the terms and conditions of this Agreement, then the Customer hereby assigns all of its right, title and interest in, to and under any and all agreements it has with the End User and agrees that Labels Xpress may take any and all legal remedies against the End User which Labels Xpress. has against the customer or the customer has under its agreements with the End User.
25. TAXES. All amounts due for taxes and assessments will be added to the Customer's invoices and are the responsibility of the Customer. No tax exemption will be granted unless the Customer's "Exemption Certificate" (or other official proof of exemption) accompanies the purchase order and is approved by Labels Xpress. If, after the customer has paid the invoice, it is determined that more tax is due, then the Customer must promptly remit the required taxes to the taxing authority, or immediately reimburse Labels Xpress for any additional taxes paid.
