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.
SUPPLIER CODE OF CONDUCT
Tailored Label Products, Inc. (TLP) and its affiliates, divisions, and subsidiaries conduct business in accordance with the highest ethical standards, and in compliance with United Nations Guiding Principles and the laws of countries in which we produce, buy, and sell our products. Suppliers are responsible for monitoring adherence to this Code of Conduct for themselves and their supply chains which is any third parties with whom they do business, including subcontractors. All suppliers must be able to demonstrate compliance with these requirements at the request of TLP. Suppliers shall take necessary corrective actions to promptly remediate any noncompliance, and will actively engage in any remediation, including timely preparation and presentation of a Corrective Action Preventative Action (CAPA) plan. TLP reserves the right to terminate business at any time for non-compliance of this Supplier Code of Conduct.
TLP Required Minimum Standards of Conduct:
- Laws and Regulations: Suppliers must operate in full compliance with all applicable laws and regulations of the countries in which they operate.
- Supply Chain: Any third-party participating in the manufacture of products or components, including subcontractors, must be compliant with this Supplier Code of Conduct or equivalent. TLP reserves the right to request proof of supply chain compliance.
- Data Protection: Suppliers shall comply with all applicable laws and directives providing for the protection, transfer, access, and storage of personal information. This includes, but is not limited to, General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679).
- Human Trafficking, Slavery, and Forced Labor: All forms of human trafficking, slavery, forced, convict, bonded (including debt bondage), or indentured labor of any kind are forbidden, including physical abuse and corporal punishment. This includes, but is not limited to, transporting, harboring, recruiting, transferring or receiving persons by means of threat, force, coercion, abduction or fraud for labor or services. This also includes, but is not limited to, compliance with Countering America’s Adversaries through Sanctions Act, California Transparency in Supply Chains Act of 2010, and UK Modern Slavery Act. There shall be no unreasonable restrictions on workers’ freedom of movement in the facility or upon entering or exiting company-provided facilities. As part of the hiring process, and prior to the worker departing from his or her country of origin, workers must be provided with all documents relevant to their employment in a language they understand with a description of terms and conditions of employment, and there shall be no substitution or changes allowed in such documentation upon arrival in the receiving country unless these changes are made to meet local law and provide equal or better terms. All work must be voluntary, and workers shall be free to terminate their employment. Employers and agents may not hold or otherwise destroy, conceal, confiscate, or deny access by workers to their identity or immigration documents, such as government-issued identification, passports or work permits, unless such holdings are required by law. Foreign migrant factory workers shall not be required to pay employers’ or agents’ recruitment fees or other related fees for the purpose of being hired or as a condition of employment.
- Child Labor: All workers must be at least the local legal age, above the oldest compulsory school age, and in no case less than 15 years old. Suppliers must also comply with all local legal requirements for the work of authorized young workers, particularly those pertaining to hours of work, wages, and working conditions.
- Health and Safety: Suppliers must provide a safe and healthy working environment in accordance with applicable laws and regulations. At a minimum, workers must have access to first-aid, fire exits, safety equipment, potable water, clean, operational toilet facilities, and eating facilities. If residential facilities are provided, they must be clean and safe, with adequate personal space, entry and exit privileges, emergency egresses, heat and ventilation, and water for bathing and showering.
- Work Hours: Except in extraordinary business circumstances, workers shall not work more than the lesser of (a) sixty (60) hours per week, including overtime or (b) the limits on regular and overtime hours allowed by applicable law. In addition, all workers shall be entitled to at least one day off in every consecutive seven-day period.
- Wages and Benefits: Wages must be set at or above local minimum wage and compensation requirements (including overtime), as defined by applicable labor laws, applicable agreements and local regulations for regular work, overtime work, production rates and other elements of compensation and employee benefits.
- Non-Discrimination: Employment (hiring, salary, benefits, promotion, training, discipline, termination, retirement, or any other terms and conditions of employment) must be based on merit and ability to perform the job requirements, not on traits such as race, religion, ethnicity, sexual identity or orientation, age, or sex.
- Whistleblower Protection: Suppliers shall ensure the protection of whistleblower confidentiality and prohibit retaliation against workers who come forward in good faith and/or refuse an order that is in violation of this Code of Conduct. Workers must have an anonymous complaint mechanism to report workplace grievances and Code of Conduct violations in accordance with local laws and regulations.
- Freedom of Association and Collective Bargaining: Suppliers shall recognize and respect the rights of workers to exercise lawful rights of free association, including joining or not joining any association. Suppliers must also respect the legal right of workers to bargain collectively.
- Harassment or Abuse: Every worker shall be treated with respect and dignity. No worker shall be subject to any physical, sexual, psychological or verbal harassment or abuse. In addition, suppliers will not use monetary fines as a disciplinary practice.
- Communication: Suppliers must communicate to all workers and supervisors the protections and benefits afforded to them by applicable law and this Code.
- Monitoring and Compliance: TLP may undertake affirmative measures, such as announced and unannounced on-site audits of production factories, to monitor compliance with this Code of Conduct. Suppliers must maintain on-site all documentation necessary to demonstrate compliance, and allow TLP representatives full access to production facilities, worker records, production records, and workers for confidential interviews in connection with such visits. Suppliers will not improperly impact the results of any audit including presentation of falsified records or coaching of workers.
- Environment and Sustainability: Suppliers shall comply with all applicable environmental laws and regulations. Suppliers shall strive for continuous improvement in their operations and procurement practices to reduce environmental impacts throughout the product life cycle, such as reducing their carbon and water footprint and improving resource utilization. Suppliers shall provide any requested data to help TLP achieve environmental and material transparency for its products. This data may include, but is not limited to, full material disclosures, production resource information (energy, water, material, chemicals, waste etc.), final points of assembly, and transportation modes and distances.
- Restricted Materials List: Suppliers will comply with all applicable product environmental laws including those regulating toxic materials, air emissions, wastewater discharge, waste treatment and disposal. Upon request from TLP, suppliers must provide required supporting documentation for applicable materials.
- Responsible Sourcing of Minerals: Suppliers must comply with applicable laws and regulations regarding conflict minerals which currently include tin, tungsten, tantalum, gold, and cobalt. Any conflict minerals contained in supplier products must not directly or indirectly perpetuate human rights abuses. Suppliers must exercise due diligence on the source and chain of custody of these minerals and require the same from their supply chain.
- Ethics: Suppliers will conduct business with honesty and integrity and demonstrate the highest standards of ethical behavior.
- Gifts, Entertainment and Conflict of Interest: Gifts, meals, entertainment, hospitality, and trips that lack a legitimate purpose may be viewed as bribes, create the appearance of a conflict of interest, and/or be perceived as an attempt to improperly influence decision making. It is the firm policy of TLP that gifts or gratuities shall not be offered or sent to any TLP associate. Offers of generally distributed promotional items which clearly display a corporate logo/advertising are allowed on an infrequent basis.
- Anti-Bribery: Suppliers shall not make or receive any corrupt or inappropriate payment on behalf of itself, any third-party, or TLP and shall comply with all applicable laws, statutes, directives and/or regulations relating to anti-bribery and anti-corruption, including but not limited to the US Foreign Corrupt Practices Act, the UK Bribery Act, and other applicable laws.
In addition to their remediation obligations, Suppliers must promptly inform TLP when any situation develops that causes the Supplier to operate in violation of this Code of Conduct.
A current copy of the Supplier Code of Conduct is available at this site and should be consulted regularly for updates.
WEBSITE TERMS & CONDITIONS OF USE
By accessing this web site, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.
2. Use License
a. Permission is granted to temporarily download one copy of the materials (information or software) on TLP’s web site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
- i. modify or copy the materials;
- ii. use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
- iii. attempt to decompile or reverse engineer any software contained on TLP’s web site;
- iv. remove any copyright or other proprietary notations from the materials; or
- v. transfer the materials to another person or “mirror” the materials on any other server.
b. This license shall automatically terminate if you violate any of these restrictions and may be terminated by TLP at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
a. The materials on TLP’s web site are provided “as is”. TLP makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, TLP does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
In no event shall TLP or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on TLP’s Internet site, even if TLP or a TLP authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
5. Revisions and Errata
The materials appearing on TLP’s web site could include technical, typographical, or photographic errors. TLP does not warrant that any of the materials on its web site are accurate, complete, or current. TLP may make changes to the materials contained on its web site at any time without notice. TLP does not, however, make any commitment to update the materials.
TLP has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by TLP of the site. Use of any such linked web site is at the user’s own risk.
8. Governing Law
Any claim relating to TLP’s web site shall be governed by the laws of the State of Minnesota without regard to its conflict of law provisions. General Terms and Conditions applicable to Use of a Web Site.
- Before or at the time of collecting personal information, we will identify the purposes for which information is being collected.
- We will collect and use personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law.
- We will only retain personal information as long as necessary for the fulfillment of those purposes.
- We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.
- Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date.
- We will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.
- We will make readily available to customers information about our policies and practices relating to the management of personal information.
- We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained.