TRADE TERMS AND CONDITIONS

(Effective January 1, 2016)

The Trade Terms and Conditions listed below apply to all sales of goods and services by Company and its various subsidiaries and all aspects of the seller-buyer relationship, and Dealer agrees to be bound hereby. In these Trade Terms and Conditions, the entity or entities providing the goods and services is/are referred to as “Company,” and the buyer or buyers of products sold or provided by Company is/are referred to as “Dealer.” Certain Company plants may have additional unique job specification needs, production requirements and trade policies. Any such local plant trade policies are incorporated herein by this reference.

    1. QUOTATIONS
      1. A quotation from Company to Dealer constitutes an offer to sell goods and/or provide services at the price and on the terms set out in the quotation. Acceptance of any quotation is expressly limited to the terms set out in the quotation, and all quotations are expressly subject to these Trade Terms and Conditions. Company objects to any different or additional terms in any response to a quotation, including any different or additional terms contained in Dealer’s purchase order. A quotation supersedes all prior bids, quotes or offers.
      2. Company does not accept orders unless such order is submitted as an acceptance of a quotation previously sent by Company to Dealer.
      3. Company reserves the right to revoke quotations any time prior to acceptance. Unless otherwise specified in the quotation, any quotation that is not accepted by a Dealer within 30 days from the date of the quotation is automatically revoked.
      4. Quotations are based on the accuracy of the specifications provided by Dealer. Dealer is entirely responsible for the accuracy of all specifications. Dealer must promptly notify Company of any corrections or changes that are material to the quotation. Dealer agrees that Company can re-quote a job at the time of actual submission of the job if copy, film, tapes, disks or other input materials do not conform to the information on which the original quotation was based.
    2. ORDERS
      1. An order constitutes acceptance by Dealer of the quotation. Orders must be submitted in accordance with the exact terms in the quotation and be accompanied by (i) a signed purchase order, and (ii) either a copy of the Company quotation or reference to the quotation number. 
      2. All orders must contain clear and complete specifications for construction and printing. Orders will not be processed by Company until copy and specifications are clear.
      3. Any changes to orders must be made in writing and approved by Company.
    3. CAMERA/SCAN READY COPY OR NEGATIVE FURNISHED
      1. Company reserves the right to decide if original art, copy, paste-up, negative or digital file is usable.
      2. A camera/scan ready copy or negative allowance will be made if the copy furnished meets the following requirements:
        1. The exact size of the finished form or printed document must be furnished.
        2. No reduction or enlargement of the copy is permitted.
        3. If alterations, corrections or changes are to be made, the camera/scan ready copy or negative allowance will not apply.
        4. The copy must be a repro proof, glossy or camera/scan ready paste-up for each color.
        5. The copy or negative must be furnished flat or rolled, not folded.
        6. Negatives should be furnished unmasked, so press registration marks may be added.
        7. If the form or printed document is two or more colors, separate negatives must be provided for each color with the alignment marks clearly indicated.
        8. If the form qualifies for camera/scan ready copy or negative allowance, Company will deduct the appropriate (per order) amount from the Basic Price.
    4. CLEAR COPY

Clear hand-printed copy should be submitted when possible. When pen or pencil hand-drawn copy is supplied, exact spacing measurements must be given or copy must be mounted on appropriately ruled spacing charts showing horizontal and vertical spacing. Facsimile or photostatic copy is not acceptable for spacing.

    1. CREATIVE WORK AND INTELLECTUAL PROPERTY
      1. Artwork, type, plates, negatives, positives, tapes, disks, digital files, sketches, copy, dummies and all other creative work and all other items developed, furnished, or supplied by Company remain Company’s exclusive property.
      2. Company will have the right to use for its own purposes, any ideas, methods, techniques, materials and information provided to or otherwise obtained by Company as a result of Dealer’s order.
    2. DEALER FURNISHED MATERIALS
      1. Materials furnished by Dealer, or Dealer’s suppliers, are verified at Company with receiving reports. Company bears no responsibility for discrepancies between receiving reports and actual counts.
      2. Dealer-supplied paper must be delivered according to specifications furnished by Company. These specifications will include correct weight, thickness, pick resistance and other technical requirements. Artwork, computer files, color separations, special dies, tapes, disks or other materials furnished by Dealer must be usable by Company without alteration or repair. Items not meeting this requirement will be repaired by Dealer, or by Company and Company will invoice Dealer at Company’s current rates. Company altered Dealer-furnished materials become the property of Company unless prior arrangements are made. Unaltered Dealer-furnished materials are Dealer’s property and will be returned to Dealer at the request of Dealer.
      3. Company will only maintain fire and extended insurance coverage on property belonging to Dealer while the property is in Company’s possession. Company’s liability for such property will not exceed the amount recoverable from insurance.
    3. ELECTRONIC MANUSCRIPT, IMAGE, OR DIGITAL FILE

It is Dealer’s responsibility to maintain a copy of the original computer file. For verification of colors and placement, a hard copy is required along with the electronic file. Company runs to the standard color densities from the values in Dealer’s files. Dealer may not rely on color monitors for accurate color representation. Company is not responsible for accidental damage to media supplied by Dealer or for the accuracy of the furnished input or final output. Until digital input can be evaluated by Company, no claims or promises are made about Company’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 Dealer-supplied computer files will be charged at Company’s prevailing rates.

    1. EXPERIMENTAL WORK

Experimental or preliminary work cannot be used without Company’s written consent.

    1. FORM SIZE

The width of a form is measured as follows:

      • Books and Guest Checks – parallel to the binding stub.
      • Continuous Forms – at right angles to the marginal line hole punching and including both margins.
      • Register Forms – side to side (parallel to in-between set perforations).
      • Snap-A-Part Unit Sets – parallel to the stub perforation.
      • Tags, Single – the punch and/or patch end.
      • Tags, Manifold – parallel to the glued perforation.
      • Tags, Continuous – at right angles to the marginal hole punching.
    2. INTERMEDIATE MATERIALS

Company will retain intermediate materials until the related end product has been accepted by Dealer. If requested by Dealer, intermediate materials will be stored for an additional period at an additional charge. Company is not liable for any loss or damage to stored material beyond what is recoverable by Company’s fire and extended insurance coverage.

    1. OUTSIDE PURCHASES

Unless otherwise agreed in writing, all outside purchases as requested or authorized by Dealer, are chargeable by Company to Dealer.

    1. OVER-RUNS OR UNDER-RUNS
      1. Over-runs or under-runs will not exceed 10% of the quantity ordered. Company will bill for the actual quantity delivered within this tolerance. If Dealer requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.
      2. In the event Dealer requires a guaranteed quantity, Company will add an up-charge to compensate Company for related wastage. The “Guaranteed Quantity” up-charge will be specified by Company when the job is quoted.
      3. The up-charge for “Guaranteed Quantity” is required because of collator and other bindery or finishing wastage. The press must over-run each part of a job in order to provide an adequate supply of each part for collator set-up and run wastage. In addition, bindery and other finishing operations will also incur wastage in the course of set-up and run.
    2. PREPARATORY MATERIALS

Preparatory Materials supplied by Dealer for the production of custom printed products will be returned upon request. Preparatory Materials, provided by Company or Dealer, for imprinted products are destroyed and cannot be returned.

    1. PRINTING AREA & LOCK-UP SPACE

If printing must bleed, or does not allow at least 1/2” for lock-up space, a prior estimate must be provided by Company’s Customer Service Department.

    1. PRODUCTION SCHEDULES

Production schedules will be established and followed by both Dealer and Company. In the event that production schedules are not adhered to by Dealer, delivery dates will be subject to renegotiation. There will be no liability or penalty for delays due to state of war, riot, civil disorder, fire, strikes, accidents, action of government or civil authority, acts of God or other causes beyond the control of Company. In such cases, schedules will be extended by an amount of time equal to the delay incurred.

    1. PROOFS – COLOR

Because of differences in equipment, paper, inks and other conditions between color proofing and production pressroom operations, a reasonable variation in color between color proofs and the completed job is to be expected. When variations of this kind occur, it will be considered acceptable performance by Company. Company shall be the sole determinant of the reasonableness of variation.

    1. PROOFS – PREPRESS

Company will submit prepress proofs along with original copy for Dealer’s review and approval. Proofs and any corrections will be returned to Company on a “master set” marked “OK”, “OK with corrections”, or “Revised proof required” and will be signed by Dealer. Until the “master set” is received, no additional work will be performed. Company will not be responsible for undetected production errors if:

      1. Proofs are not required by Dealer.
      2. Job is printed per Dealer’s “OK”.
      3. Requests for changes are communicated orally.
    2. PROOFS – PRESS

Press proofs will not be furnished unless they have been required in writing in Company’s quotation. A press sheet can be submitted for Dealer’s approval as long as Dealer is present at the press during make-ready. Any press time lost or alterations/corrections made because of Dealer’s delay or change of mind will be charged at Company’s current rates.

    1. RIGHTS TO PROMOTE

Company reserves the right to use all products produced by Company in Company’s advertising, promotional literature or other displays and sample programs unless instructed otherwise in writing by Dealer at the time of the order.

    1. SAMPLES

Samples of each custom printed order will be mailed to Dealer with Company’s invoice.

    1. SHOOTING COPY
      1. Company reserves the right to decide if a previously produced document (i.e., an existing printed document) is usable as copy.
      2. Previously produced forms and other printed documents can be used as camera ready copy if the form or document is received by Company:
        1. Protected by cardboard.
        2. Not folded or stapled.
        3. With dark ink, black or red preferred.
        4. Printed on white paper.
        5. With carbon removed or chemical carbonless sets interleaved to prevent smudges.
        6. With no screens or process color involved.
        7. With 1/2” lock-up space.
        8. With printing in stub arranged to miss line holes, perforations, folds and staples.
        9. With no changes required in copy.

If the form qualifies as a previously produced form or document, Company will deduct the appropriate (per order) amount from the Basic Price.

    1. COMPATIBLE NEGATIVE PROGRAM

If Dealer sells software compatible custom forms, or other custom printed documents, to several customers, all of which use the same software system or basic document, Company will keep Dealer’s base negative on file allowing Dealer to combine future custom headings with the base negative.

    1. DELIVERY
      1. Orders must state the method of shipping, e.g., truck, UPS, etc. If no shipping method is indicated, Company will ship “Best Way.” 
      2. Unless otherwise specified, the price quoted in the quotation is for a single shipment, without storage, F.O.B. Company’s platform or warehouse serving the manufacturing plant. Proposals are based on continuous and uninterrupted delivery of the complete order. If the specifications state otherwise, Company will charge accordingly at current rates. Charges for delivery of materials and supplies from Dealer to Company, or from Dealer’s supplier to Company, are not included in quotations unless specified.
      3. Prepaid shipments require that Dealer specify one of the following prepayment methods:
        1. The shipment will be made prepaid with the freight charges added to the invoice.
        2. The shipment will be made prepaid with the freight charges billed direct to Dealer by the freight line.

If Company receives no instructions, the shipment will be made prepaid with the freight charges added to the invoice.

      1. Title for finished work passes to Dealer upon delivery to the carrier at the shipping point or upon mailing of invoice(s) for the finished work or its segments, whichever occurs first. Orders will be shipped complete when manufactured. Orders picked up by Dealer, its customer, or agent constitutes delivery, transfer of title, and possession to Dealer.
      2. Claims for damaged shipments should originate with Dealer and should be filed against the carrier making delivery. Company is not responsible for goods damaged, lost or delayed in shipment.
      3. Shipment will be made in Dealer’s name, direct to Dealer freight prepaid, unless otherwise specified on Dealer’s order.
      4. If “inside delivery” is required, Dealer must provide inside delivery instructions at the time Company receives the order.
      5. Company count shall be accepted as final on all shipments.
    2. PAYMENT TERMS
      1. Unless otherwise specified in the quotation, Dealer shall pay invoices within thirty (30) days of receipt of the invoice. Interest shall be due on late payments at an annual rate of ten (10%) percent.
      2. As security for payment of any sum due under the terms of an agreement, Company has the right to hold and place a lien on all Dealer property in Company’s possession. This right applies even if credit has been extended, notes have been accepted, trade acceptances have been made, or payment has been guaranteed. If payment is not made Dealer is liable for all collection costs incurred.
    3. TAXES

All amounts due for taxes and assessments will be added to Dealer’s invoice and are the responsibility of Dealer. No tax exemption will be granted unless Dealer’s “Exemption Certificate” (or other official proof of exemption) accompanies Dealer’s purchase order or is currently on file with Company. If, after Dealer has paid the invoice, it is determined that more tax is due, then Dealer must promptly remit the required taxes to the taxing authority, or immediately reimburse Company for any additional taxes paid.

    1. DEFECTS, DAMAGES AND SHORTAGES

Claims for defects, damages or shortages must be made by Dealer in writing no later than ten (10) calendar days after delivery. If no such claim is made, Dealer is conclusively deemed to have accepted the goods as delivered. By accepting the goods, Dealer acknowledges that Company’s performance has fully satisfied all terms, conditions and specifications. Company’s liability will be limited to the quoted selling price of defective goods, without additional liability for special or consequential damages. All complaints must be made in writing and must be addressed to the Customer Service Department at the plant of manufacture. The information required will include: Company invoice number, production job number, type of product, client name and shipment date. A request for return of forms must be addressed to the plant of manufacture’s Customer Service Department. Please do not return forms without written permission.

    1. DISCLAIMER OF WARRANTIES; LIABILITY
      1. EXCEPT AS SET OUT IN THESE TRADE TERMS AND CONDITIONS, COMPANY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES.
      2. Company warrants that the work is as described in Dealer’s purchase order. Dealer understands that all sketches, copy, dummies, and preparatory work shown to Dealer are intended only to illustrate the general type and quality of the work. They are not intended to represent the actual work performed. Company’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 Company be liable for specific, individual or consequential damages.
      3. In no event shall Company be liable to Dealer or any other party for any indirect, incidental, consequential or punitive damages, including loss of profit or goodwill, even if Company has been advised of the possibility of such damages in advance.
    2. INDEMNIFICATION
      1. Dealer agrees to protect Company from economic loss and any other harmful consequences that could arise in connection with the goods and/or services provided by Company, including economic losses and harmful consequences resulting from accidents, injuries, breach of representation, warranty, provision or obligation, violation of applicable law, or infringement of the patent, trademark, copyright rights or any other intellectual property rights of third parties, unfair competition, including price discrimination, violation of the trade secret rights of third parties or any litigation based on any of the foregoing, or any investigation with respect thereto. Dealer will hold Company harmless and save, indemnify and otherwise defend Company against claims, demands, actions and proceedings on any and all grounds. This will apply regardless of responsibility for negligence.
      2. Dealer warrants that the subject matter to be printed is not copyrighted by a third party. Dealer 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. Dealer further warrants that no copyright notice has been removed from any material used in preparing the subject matter for reproduction. To support these warranties, Dealer agrees to indemnify and hold Company harmless for all liability, damages and attorney fees that may be incurred in any legal action connected with copyright infringement involving the work produced or provided.
      3. Dealer 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.
      4. Company reserves the right to use Company’s sole discretion in refusing to print anything Company deems illegal, libelous, scandalous, improper, or infringing upon copyright law.
    3. CHANGES TO COMPANY TRADE TERMS AND CONDITIONS

Company may modify the terms and conditions, upon mailing notice of such changes to Dealer’s known address or by posting the most up to date terms and conditions on www.printtermsandconditions.com. Such changes shall be effective for all transactions between Company and Dealer after the date of the notice or posting.

    1. FORCE MAJEURE

Company shall not be liable for delays or defaults in the performance of any purchase order due to causes beyond its control, including, but not limited to: Acts of God, accidents, riots, wars, government interference, non-quota related embargoes, strikes or other labor disputes.

    1. INCONSISTENT DOCUMENTS INEFFECTIVE

No proposal, purchase order, order confirmation, acceptance, or any other document provided by Dealer, nor any electronic click-wrap, terms of use or similar online consent or acceptance language accompanying or set forth as a prerequisite to any electronic interface or utility associated with the provision of goods and/or services to Dealer shall be deemed to amend the terms hereof and any such contradictory or additional terms shall be ineffective. In the event of any ambiguity or conflict between any of the terms and conditions contained in these Trade Terms and Conditions and the terms and conditions contained in Dealer’s order, these Trade Terms and Conditions shall control, unless Company agrees in writing that a specific provision in these Trade Terms and Conditions is amended.

  1. GENERAL
    1. The transaction(s) covered by these Trade Terms and Conditions shall be deemed to have been negotiated, made and entered into in the State of Texas and any and all performance hereunder, or breach hereof, shall be interpreted, governed and construed pursuant to the laws of the State of Texas without reference to choice of law provisions. The parties hereto hereby acknowledge and consent to personal jurisdiction and venue exclusively in Ellis County, Texas. If any litigation shall be commenced to enforce, or relating to, the transactions covered by these Trade Terms and Conditions, the prevailing party shall be entitled to an award of reasonable attorney fees reimbursement of such other costs as it incurs in prosecuting or defending such litigation and the parties expressly waive any right they may have to a jury trial and agree that any such litigation shall be tried by a judge without a jury.
    2. The transaction(s) covered by these Trade Terms and Conditions does not constitute a partnership, joint venture, agency, employee/employer or any other similar relationship between the parties.
    3. The quotation, purchase order, any exhibits and attachments specifically referenced therein and these Trade Terms and Conditions constitutes and contain the entire agreement between the parties with regard to the transaction contemplated therein and supersedes all prior written or oral understandings and agreements relating thereto.
    4. If any portion of these Trade Terms and Conditions shall be held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired.