ALL PRICES SUBJECT TO PRICE PREVAILING AT TIME OF SHIPMENT. Price adjustments shall apply to all deliveries made thirty days after written notice of price adjustment or such later date in the notice. If this agreement contemplated deliveries extending beyond thirty days, unless otherwise stated herein, the prices are subject to adjustment by Seller to reflect increases in this labor, raw material, energy, transportation, tax or other costs.
SELLER'S / SALESPERSON'S ARE NOT AUTHORIZED TO BIND SELLER, and all orders are subject to the approval and acceptance by Sellers home office within thirty days of the order date, in order to bind Seller. Orders of a special nature, size, design, or that require special materials, and/or printing may require 50% payment in advance. Such SPECIAL ORDERS CANNOT BE CANCELED, MODIFIED OR DEFERRED IN DELIVERY EXCEPT WITH SELLER'S WRITTEN CONSENT. Waiver by Seller of any default hereunder by Buyer shall not be deemed a waiver of any subsequent default. Any order accepted by Seller and subsequently canceled by Buyer after it has been accepted is subject to a 25% cancellation fee.
Inasmuch as by trade custom no WARRANTY is given by Dye and Chemical Companies to cover ink and adhesives. Seller shall not be responsible for any damage to merchandise or personal injuries arising by reason of the application of inks and adhesives. SELLER MAKES NO WARRANTY AS TO THE GOODS EXCEPT AS DESCRIBED HEREUNDER AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Where Seller has agreed to print the UPC symbol on goods, Buyer shall furnish Seller with an accurate original film master with magnification and bar width magnification which will meet Seller's requirements. Buyer and Seller acknowledge that in the interest of economical production 100% printing accuracy cannot be achieved and will not be demanded. Seller does not warrant the scan-ability of the UPC printed.
Buyer shall pay for each separate shipment within 30 days of its receipt by the Buyer or it is to be stored within 30 days of its receipt by the warehouse. If Buyer fails to make full payment within such time an amount equal to 1.35% of the overdue balance will be added to Buyer's indebtedness each month and will become due and owing to Seller as a part of the purchase price of the merchandise. Furthermore, if Buyer is in default hereunder, refuses to accept shipment or breaches this agreement in any way, Seller may defer further shipments until such default or breach is cured and may at its option, treat such default or breach as final refusal by Buyer to accept further shipments in which case the entire amount of the order shall become due and payable immediately.
ALL ORDERS ARE SHIPPED F.O.B SELLER'S PLANT WHETHER FREIGHT IS PREPAID BY SELLER OR NOT. Seller reserves the right to use the most economical routing. Excess charges involved by reason if special routing instructions shall be paid by Buyer. Deductions for freight allowances are conditioned on Buyer's delivering to Seller paid freight bills. Delivery of merchandise subject of this order will be made the Buyer's entrance side walk or service entrance. Where inside delivery is required, neither Seller nor the carrier transporting the subject merchandise will be obliged to move said merchandise more than six feet inside of such entrance. Any additional expenses resulting from Buyer's refusal of delivery shall be paid by Buyer. IF THESE GOODS ARRIVE DAMAGED, BUYER SHOULD NOT ACCEPT THEM UNTIL THE TRANSPORTATION COMPANY'S AGENT HAS NOTED THE NATURE AND EXTENT OF THE DAMAGE ON BOTH THE FREIGHT RECEIPT AND THE FREIGHT BILL. If Buyer neglects obtaining such damage notations, Buyer is in no position to collect claim from the Transportation Company and shall not be entitled to make damage against Seller.
Any VARIATION IN WEIGHT OR COLOR of the material used in filling this contract shall be governed by the standard rules of the mills furnishing such material. Exact duplication of shades and colors is not guaranteed. Basic weights of paper are subject to a variation of 5%. The thickness of all packaging materials and the dimensions of all finished products are subject to such variations and tolerances as are considered commercially acceptable in trade practices.
I. Because of press speeds, paper variations, etc. copy Buyer's artwork sometimes squeezes or is inconsistent with the mechanical submitted. Buyer may experience variations from side to side in line value and lay down of ink.
II. Our press tolerances are variable and sometimes are off as much as 14%. Consequently the side to side position and top to bottom position or an imprint can vary accordingly, as can registration or "trap".
III. Color matches are similarly variable because of machine speeds, paper variations and moisture content.
IV. Exact color match, perfect tone resolution and registration cannot be guaranteed. Color matches are variable and where precise color is required, CUSTOMER MUST BE ON HAND AT THE PRESS FOR APPROVAL.
WAIVING REVIEW OF PROOFS: Clients who waive proof reviews often discover the final product is not what they expected. For your protection, and to ensure the final package exceeds your expectations, we strongly recommend a proof. It may take a bit longer, but our experience shows it serves in the long run.
Inasmuch as the items on this order are custom made, an OVERRUN OR UNDER RUN OF APPROXIMATELY THIRTY PERCENT (30%) ON EACH ITEM WILL CONSTITUTE FULFILLMENT OF THE CONTRACT. The Buyer shall pay to Seller for each unit as the price stated herein. In addition, sides may vary from those indicated and substantial performance will fulfill the contract.
Unless cuts, plates or dies are provided by the Buyer, Seller will furnish them at a reasonable cost to the Buyer.
ORDERS ARE ACCEPTED WITH THE UNDERSTANDING THAT THE SELLER IS NOT OBLIGATED TO MAKE DELIVERIES BY ANY SPECIFIC DATES AND ASSUMES NO LIABILITY FOR DAMAGE DUE TO DELAY IN FILLING THE SAME. If delivery dates are specified, they cannot be guaranteed and are estimates only. Seller shall not be liable for late deliveries o non-deliveries due to fires, floods, wars, government action, civil commotion, strikes, labor trouble or shortage, inability to produce raw materials, breakdown of machinery, inability to secure transportation facilities or equipment, act of God or for any other cause beyond the Seller's control interfering with production, delivery, transportation or acceptance of its goods. Quantities so affected may be eliminated without liability, but the order shall otherwise remain unaffected. If by reason of any such cause provided for herein, the Seller's supply of material specified in Buyer's order shall be limited, Seller shall have the right to allocate its available supply over its own manufacturing requirements and the requirements of any or all purchasers, without liability for any failure of performance which may result there from. Shipments made within ninety (90) says of date named for delivery shall be deemed deliveries in compliance with this order, but shipment after 90 days shall not be presumed non-compliance.
Whenever BUYER PROVIDES A DESIGN or any other printed matter to be printed upon the merchandise referred to in this order Buyer represents, that it has the right to use the design and/or printed matter and Buyer agrees to identity, defend and save Seller harmless from any and all claims or actions arising out of or by reason of the breach of this representation.
RISK OF LOSS will pass to the Buyer when merchandise is picked up by the carrier at point the merchandise referred to in this order Buyer represents, that is has assumes full responsibility for shipment. Thereafter, Seller will use reasonable case when merchandise is stored in Seller's warehouse but is not responsible for loss or damage due to theft, water, fire, handling or any other cause.
STORAGE: The prices states herein do not include the cost of warehousing or storage. Buyer shall pay Seller a monthly charge of 2% of the value of the goods held or stored more than 30 days after the manufacture of such goods is complete. Any goods help in storage over one year after the manufacture of such goods may be sold scrapped or destroyed by Seller without relieving Buyer of the obligation to pay for the goods and the storage thereafter.
Buyer and any guarantor of Buyer's obligations to Seller consent to the jurisdiction of any court in the State of New York over their persons and waive any personal service of the summons and complaint in any action by Seller and agree that any such service may be made upon them by certified first class mail return receipt requested to the address known by Seller for them.
Goods are to be received upon condition that same may not be rejected, nor may ANY CLAIM permissible hereunder be made unless Buyer NOTIFIES SELLER IN WRITING BY CERTIFIED MAIL RETURN RECEIPT REQUESTED of such rejection or claim within ten (10) days of receipt of goods prior to use or alteration of same. THE BUYER SHALL INSPECT THE GOODS IMMEDIATELY UPON RECEIPT THERE OF. Seller reserves the right to remedy defects by repair, replacement or refund of the price paid for defective goods which are the subject of proper notice. Use or disposition of any portion of such goods by Buyer shall waive all claims relative to that portion. It shall be the Buyer's responsibility to pursue claims against the carrier when goods have been damaged or lost in transit. Under no circumstances may Buyer cancel this agreement as a result of delivery of defective goods nor shall SELLER BE LIABLE FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY DEFECT, SHORTAGE, DELAY OR ANY BLEACH OR WARRANTY. SELLER'S LIABILITY UNDER NO CIRCUMSTANCES, INCLUDING SELLER'S NEGLIGENCE, SHALL EXCEED THE PURCHASE OF DEFECTIVE GOODS. The terms of this paragraph may not be waived or modified except by a writing signed by the Seller.
Where Buyer has duly notified Seller of a dispute arising under this Sales Order Contract the parties agree that any claim against the other shall be submitted to binding arbitration under the rules, procedures and auspices of the American Arbitration Association.
Any part of this contract contrary to the law shall not invalidate any other parts of this contract. All rights and remedies hereunder are cumulative and not alternative. Seller may assign this contract without notice to Buyer, and when assigned shall be free from any defense, counter-claim or gross complaint by Buyer.
Any taxes that may be imposed by the government (Federal, State or Municipal) subsequent to the date of this order are to be paid by the Buyer.
Buyer shall pay to Seller all costs and expenses including collection agency fees and attorney's fees as may be reasonably incurred or expended by Seller in connection with any sums due Seller, the enforcement of Seller's security interest or any default of Buyer under the terms hereunder.
To secure payment of all sums due to Seller under this contract (which sums shall include expenses and reasonable attorney's fees), Seller shall have and BUYER HEREBY GRANTS TO SELLER A CONTINUING SECURITY INTEREST IN ALL PERSONAL PROPERTY OF BUYER WHERE EVER LOCATED AND WHETHER NOW OWNED OR HEREAFTER ACQUIRED by Buyer and all Buyer's existing and after acquired fixtures at each and every premises of Buyer wherever located, and Seller is hereby authorized to FILE FINANCING STATEMENTS, or to file this contract as indication of its secured interest.
