STANDARD TERMS AND CONDITIONS OF SALE
TAILORED LABEL PRODUCTS, INC. (THE SELLER)
1. CONTRACT TERMS
This writing constitutes the complete and exclusive statement of the terms and conditions of sale of the products described to these terms and conditions. No additional or different terms or conditions will be binding upon Seller unless specifically agreed to in writing, and failure of Seller to provisions contained in any purchase order or other communication from the Purchaser shall not be construed as a waiver of these terms and conditions nor an acceptance of any such provisions.
2. PAYMENT TERMS
One percent (1%) ten (10) days from date of shipment. Invoices not paid within thirty (30) days of shipment shall thereafter bear interest at the rate of eighteen percent (18%) per annum until paid if not prohibited by law otherwise at the highest lawful contract rate. Purchaser agrees to pay all costs related to any necessary collection efforts.
All prices are F.O.B. plant location. Orders will be billed at prices in effect on shipping date. All prices are subject to change after ninety (90) days of original written quotation. Orders for smaller quantities of products than originally quoted shall be filled at the corresponding price for such quantities based on Seller’s current prices.
4. BLANKET ORDER TERMS
Orders shall specify shipment dates and quantities and a shipment date no later than three (3) months or other negotiated date from Seller’s receipt of the order. Purchaser may request up to three shipments during such three month period.
All orders are subject to acceptance by Seller.
6. CANCELED ORDERS
Orders regularly entered cannot be canceled except upon terms that fully compensate Seller against loss, including loss of profit. Customer shall provide 30 days notice of discontinuation of any product or parts. Customer shall be responsible for 30 days of average production of product in finished goods inventory and 60 days of raw material inventory.
7. OVER/UNDER RUNS
Delivery and billing up to 10 percent (10%) more or less than quantities ordered shall constitute filling the order under trade practices. Charges shall be for actual quantity of products shipped.
8. ARTWORK, PLATES, DIES
Purchaser shall be charged for unsupplied artwork, printing plates and dies. All such charges shall be invoiced with first shipment unless otherwise agreed by Seller. Artwork and printing plates paid for in full by Purchaser, shall remain property of Purchaser and be retained by Seller for a period not to exceed two (2) years following date of shipment. Unless otherwise specifically agreed to in writing, tooling purchased by Purchaser remains the property of Seller in consideration of Seller’s maintenance and administrative costs. Plate & tooling costs may not reflect actual cost for these items.
The amount of any present or future federal, state, county or local taxes should be paid by the Purchaser. Sales, use, excise or similar taxes arising out of or relating to the sale, delivery, installation or use of material described on the face hereof are not included in the price except as otherwise specified herein. All such taxes are the responsibility of Purchaser and Seller shall have the right at any time to separately bill Purchaser for such tax. In jurisdiction with applicable tax exemptions, taxes shall be charged and collected until an appropriate certificate of exemption is presented to Seller.
10. EXPERIMENTAL WORK
Experimental work performed at Purchaser’s request including, but not limited to, sketches, drawings, compositions and plates shall be charged at Seller’s current rates for press work and materials.
Seller shall not be liable for delays in shipment, charges in shipment schedules or failure to deliver caused by accident, fire, strikes, floods, embargoes, civil commotion, state of war of any other factor or event beyond Seller’s reasonable control, none of which factors or events shall give rise to any liability on the part of Seller, but shall extend the shipment date for a period equivalent to the time lost by reason of all such factors or events. Use of the labels by Purchaser shall constitute a waiver of any claim for delay, and in no event shall Seller be liable for consequential or other damages for any delay.
12. RETURN OF PRODUCT
Labels may be returned only with Seller’s prior written approval, in accordance with the warranty provisions set forth below.
13. COMPLIANCE WITH LAWS AND INDEMNITY
Seller’s labels are manufactured in compliance with applicable requirements of the Fair Labor Standards Act, as amended and applicable regulations and order of the United States Department of Labor. Irrespective of preparation of design or copy of furnishing of advice or information by Seller: a) Purchaser shall indemnify and save harmless Seller from and against any claim that any design or printed matter on the items (excepting Seller’s stock designs) infringes or violates any trademark, copyright or property right of another;
b) Seller shall not be responsible if any items or the printing thereon does not comply with the requirements of any statute, ordinance, rule of regulation or any governmental authority; and c) Purchaser shall, at its own cost, defend any action upon any such claim and pay any settlement or final judgement against Seller recovered therein and all costs, expenses and losses incurred or sustained by Seller by reason of any such claim or action, provided only that Seller shall promptly notify Purchaser of any such claim or action which comes to Seller’s attention.
14. COLOR MATCH
Ink colors on printed orders shall be standard of Seller’s colors. (Exact duplication of ink colors and other materials is not guaranteed. Fluorescent inks will be guaranteed up to thirty (30) days not to fade).
Cost quotations are based on work performed in accordance with original specifications. Additional work required by Purchaser’s error or change of specification shall be charged at Seller’s current rate.
One proof shall be submitted with original copy if requested. It shall be returned marked, “O.K.” or “O.K. with corrections as noted”, and signed or initialed by Purchaser’s authorized representative. If revised proof is desired a written request shall be made when the proof is returned. Seller shall not be responsible for errors if work is performed in accordance with original or corrected Purchaser’s proof.
17. PRESS ROOM
All die lines and press proofs for approval will be charged for at the prevailing rate.
18. COLOR PROOFS
Reasonable color variances between color proofs and delivered labels shall not be grounds for rejection of labels. Color matching will be charged for at the prevailing rate.
Seller warrants that labels sold hereunder shall be free from defects in workmanship and material for a period of thirty (30) days from the date of shipment. During the warranty period, Seller shall, at its option replace any labels which are defective, as reasonably determined by Seller at no expense to Purchaser or refund the purchase price.
20. PURCHASER’S REMEDIES
Purchaser assumes the responsibility to test the proposed material and/or part under actual use conditions to determine its suitability for the application. Seller’s obligation under the foregoing warranty is strictly and exclusively limited to the replacement or refund of labels determined to be so defective and such obligation is conditioned upon Purchaser giving prompt written notice to Seller of any claimed breach of warranty within the warranty period. Seller shall have the right to remedy such defects at such time or times as may be reasonable. SELLER SPECIFICALLY DISCLAIMS AND EXCLUDES ALL THE WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT SHALL SELLER BE LIABLE FOR CLAIMS (BASED UPON BREACH OF EXPRESS OR IMPLIED WARRANTY, NEGLIGENCE OR OTHERWISE) FOR ANY OTHER DAMAGES, WHETHER DIRECT, IMMEDIATE, INCIDENTAL, FORESEEABLE, CONSEQUENTIAL OR SPECIAL.