1. 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, 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.

  2. 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.

  3. 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.

  4. 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.

  5. 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.

  6. 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.

  7. 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.

  8. 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.

  9. 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.

  10. 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.

  11. 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.

  12. 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.

  13. 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.

  14. 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.

  15. 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.

  16. 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.

  17. 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.

  18. 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.

  19. 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.

  20. 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.

  21. 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.

  22. 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.

  23. 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.

  24. 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.

  25. 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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Call us toll-free at 1-800-388-8831 or 503-254-5537 locally in the Portland area,
or visit our shop at 8028 East Burnside Street, Portland OR 97215-1527