- The terms of sale listed below apply to your purchase of products
or services from Express Color, Valley Printing Service or Economy
Prepress, Inc. (Seller). In the act of transacting any business with
you, the Customer, agree to be bound to and accept these terms and
conditions. These terms of sale are subject to change without prior
written notice at anytime, in sellers sole discretion.
- Other Documents. These terms and conditions may NOT be altered,
supplemented, or amended by the use of any other document(s). Any
attempt to alter, supplement or amend these terms of sale will be
null and void, unless otherwise agreed to in a written agreement
signed by the Customer and Seller.
- Governing Law, Jurisdiction and Costs. This agreement is governed
by the laws of the State of Oregon, without regard to its conflict
or choice of law provisions. Customer agrees that Oregon is an appropriate
place for venue of any litigation or arbitration and that Oregon
courts have jurisdiction over this agreement and Customer. In the
event that the Customer and Seller cannot resolve any Customer dispute,
and any collection action, suit, arbitration or judicial action is
commenced, the Customer agrees to pay the Seller's reasonable attorneys'
fees and costs if the Seller prevails, both before and after trial
or arbitration and for the appeal of any trial or arbitration decision.
- Payment Terms. Terms of payment are within Seller's sole discretion,
and unless otherwise agreed to by Seller, full payment must be received
by Seller prior to Seller's acceptance of an order. Orders are not
binding upon Seller until accepted by Seller.
- Arbitration. Any claim, dispute or controversy, whether pre-existing,
present or future, and including statutory, common law, intentional
tort and claims against Seller arising from or relating to these
Terms of Sale, their interpretation, or the breach, termination or
validity, the relationships which result from these Terms of Sale,
including, to the full extent permitted by law, relationships with
third parties and finally by binding arbitration administered by
the National Arbitration Forum under its procedure than in effect
(available by telephone at 1-800-474-2371). The arbitration will
be conducted before a single arbitrator, and be solely limited to
the dispute between Seller and Customer. The arbitration shall be
held in Portland, Oregon. Any award of the arbitrator shall be final
and binding on each of the parties, and may be entered as a judgment
in any court of competent jurisdiction.
- Limited Warranty and Limitation of Liability. Unless otherwise
explicitly agreed to in writing by Seller, Seller makes no warranties,
expressed or implied, including, but not limited to, any implied
warranties of merchantability or fitness for a particular purpose.
In no event shall Seller be liable for any indirect, special, incidental
or consequential damages resulting from the performance or use of
any goods or services sold pursuant hereto, whether due to a breach
of contract, breach of warranty, the negligence of seller or otherwise.
- Force Majeure. Seller shall not be liable for any delay in performance
directly or indirectly caused by or resulting from acts of nature,
fire, flood, accident, war, government intervention, embargoes, strikes,
labor difficulties, equipment failure, late deliveries by suppliers
or other difficulties which are beyond the control, and without the
fault or gross negligence of Seller.
- Estimates. An estimate which is not accepted within 30 days is
subject to review. Estimates are only for work according to the original
specifications. Additional work done or time consumed by reason of
Customer's alteration of copy or proofs, changes made in work or
materials will be charged for at current rates. Seller may subcontract
work. Presses awaiting "O.K." of Customer will be charged
at current rates for time standing.
- Orders. Orders regularly entered, verbally or written, cannot
be canceled except upon terms that will compensate seller against
loss. Telephone orders will be accepted only with the understanding
that Seller not be held responsible for errors.
- Time Delays. Seller may charge Customer at Seller's current rates
for time delays, overtime and lost time in the Production schedule
resulting from Customer delays such as, but not limited to, author's
alterations of copy, changes in schedule, late delivery of proofs
or corrections to Customer supplied materials.
- Quality of Work. All work will be performed in a good workmanlike
manner in accordance with the specifications and production schedule.
Artwork, type, furnished film and/or engravings and paper provided
for jobs must conform to a standard of quality suitable for performance
of good work. Quality standards set by Seller shall prevail unless
Customer makes specific quality requests or requirements in writing
before any order is begun. In the event that the Customer makes a
specific performance request after a quotation is given, Seller shall
at its discretion charge for additional work necessary to meet customer's
requests.
- Materials. Artwork, type, electronic files, plates, negatives,
positives and other items when supplied by the Seller shall remain
his exclusive property unless otherwise agreed to in writing.
- Alterations. Alterations represent work performed in addition
to the original specifications. Such additional work shall be charged
at current rates and be supported with documentation upon request.
- Customer Approval.Proofs shall be submitted with original copy.
Corrections are to be made on "master set," returned marked "O.K." or "O.K.
with corrections" and signed by Customer. If revised proofs
are desired, request must be made when proofs are returned. Seller
regrets any errors that may occur through production undetected,
but cannot be responsible for errors if the work is printed per Customer's "O.K." or
if changes are communicated verbally. Seller 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 Seller to proceed without submission of proofs.
- Color Proofing. 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 shall constitute acceptable delivery.
- Over Runs or Under Runs. Over runs or under runs not to exceed
10% on quantities ordered up to 10,000 copies and/or the percentage
agreed upon over or under quantities ordered above 10,000 copies
shall constitute acceptable delivery.
- Customer's Property. Upon request, negatives, photos, camera readys
and artwork may be stored at Seller for a period not to exceed one
year after job is delivered. After that time Seller may dispose of
unclaimed materials at their discretion without notice to Customer.
Seller shall not be liable for lost films, original art or photos.
- Title. 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.
- Delivery. Seller is relying on schedules established by Customer.
Seller estimated delivery times are contingent upon Customer's adhering
to its schedule and availability of materials at time of printing.
Delivery date(s) may be adjusted as required in the event the Customer
fails to deliver material and/or to provide approval as scheduled.
- Customer Furnished Materials. Paper stock, camera copy, electronic
files, film, color separations and other Customer furnished materials
shall be manufactured, packaged and delivered to Seller's specifications.
Additional cost due to delay or impaired production caused by specification
deficiencies shall be charged to the Customer. Paper stock furnished
by the Customer shall be to Seller specifications and properly packaged,
free from dirt, grit, torn sheets, etc., and a proper quantity for
printing requirements. Additional costs due to delays or impaired
production on account of improper packing or quality of paper stock
shall be charged to the Customer. Any paper claims on Customer furnished
paper shall be charged to the Customer and any paper claims arising
therefrom shall be the sole responsibility of the Customer. Customer
furnished plate-ready film must be contacted one piece per plate,
prepared, packed and delivered according to Seller specifications
along with okayed prepress or press color proofs and okayed content
proofs, when applicable. Extra work needed to correct deficiencies
in supplied electronic files shall be charged for at the prevailing
rate. Additional costs due to press delays or impaired production
on account of improper quality or changes to Customer furnished materials,
will be charged to the Customer. Seller shall have the right to utilize
in advertising and marketing material any printed product or quotations
without credit or compensation.
- Claims and Security. Claims for defects, damages or shortages
must be made by the Customer in writing within a period of 2 days
after delivery. Failure to make such a claim within the stated period
shall constitute irrevocable acceptance and an admission that they
fully comply with terms, conditions and specifications. As security
for payment of any sum due or to become due under any term of Agreement,
Seller shall have the right, if necessary, to retain possession of
and shall have a lien on all Customer property in Seller's possession
including work in process and finished work.
- Indemnification. The Customer shall indemnify and hold harmless
the Seller from any and all loss, cost, expense and damages on account
of any and all manner of claims, demands, actions and proceedings
that may be instituted against the Seller on grounds of alleging
that the said printing violates any copyright or any proprietary
right of any person, or that it contains any matter that is libelous
or scandalous, or invades any person's right to privacy or other
personal rights, except to the extent that the Seller has contributed
to the matter. The customer agrees to, at the Customer's own expense,
promptly defend and continue the defense of any such claim, demand,
action or proceeding that may be brought against the Seller, provided
that the Seller shall promptly notify the Customer with respect thereto,
and provided further that the Seller shall give to the Customer such
reasonable time as the exigencies of the situation may permit in
which to undertake and continue the defense thereof.
- Presenting Orders. Customers presenting an order on behalf of
a secondary party shall remain liable for the cost of all work until
the total amount of the invoice is paid.
- Electronic Manuscript or Image.It is the Customer's responsibility
to maintain a copy of the original file. The provider is not responsible
for accidental damage to media supplied by the Customer or for the
accuracy of furnished input or final input. Until digital input can
be evaluated by the Seller, no claims or promises are made about
the Seller'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.
- Entire Agreement. These terms and conditions, including those
on the face hereof, constitute the entire agreement with regard to
this sale and expressly supersede and replace any prior or contemporaneous
agreements, whether written or oral, relating to said sale, including
any terms and conditions on any of Customer's documents or purchase
orders. This agreement shall be binding upon the heirs, successors
and assigns of the parties hereto. If any provision of this agreement
shall be held to be invalid or unenforceable, the remainder of this
agreement shall remain in full force and effect.
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