1. ORDERS may be accepted or rejected by Far Western Graphics Inc. hereinafter called the company and acceptance by the company does not require an acknowledgement to the customer. This order supersedes all prior representations and agreements made by the company with respect to the subject matter hereof. The company is not responsible for representations or agreements not made a part of this order. Any modifications, amendment or alteration of the terms of this order must be in writing, accepted by the parties and dated subsequent to this order.
2. CANCELLED ORDERS: Accepted orders cannot be cancelled except upon terms as agreed to in writing by the company.
3. TERMS: If credit be granted, all invoices are payable at the principal off of the company in Santa Clara County, California within thirty (30) days from date of invoice. Special order materials such as but not limited to paper, cartons, etc…shall be billed upon receipt for the quantity received within acceptable trade customs and such invoice(s) shall be due and payable upon receipt. All freight and related invoices are due and payable upon receipt. Amounts past due will accrue finance charges at the rate of 1_% per month or the maximum nonusurious rate permitted by applicable law whichever is less. .Any extension of these terms will be specified on the reverse side of this order. Claims for defects, damages or shortages must be made in writing by the customer and delivered to the company within a period of 72 hours after delivery of the goods or services to customer and any claims not made within such time period are hereby expressly waived and released by customer.
4. EXPERIMENTAL WORK performed at customer’s request, such as sketches, drawings, composition, plates (including lithographic plates), presswork, and materials shall be charged to and paid by customer at the then prevailing rates of the company, and may not be used until the printer has been reimbursed in full for the amount of the charges billed.
5. SKETCHES, COPY, DUMMIES and all preparatory work created or furnished by the company shall remain its exclusive property and no use of same shall be made. Nor may ideas obtained therefrom by used, except upon compensation to be determined by the company.
6. ARTWORK, TYPE, PLATES (including lithographic plates), ENGRAVINGS, ELECRTOTYPES, NEGATIVES, POSITIVES, COMPUTER DISKS, and other items when supplied by the company shall remain its exclusive property, unless otherwise agreed in writing.
7. ALTERATIONS: This order is for work according to specifications, which are part of this order. If through customer’s error, or change of mind, work has to be done a second time or more, such extra work will carry an additional charge, at the then prevailing rates of the company for the work performed, and which shall be paid by the customer.
8. PLATES AND FILM: Plates and film may not be held after completion of the order except by special agreement and charge therefor.
9. PROOFS: If requested on order, will be submitted to customer along with the original copy. Corrections, if any are to be made by the customer thereon and are to be returned marked “OK”, or “OK with corrections”, and signed with name or initials of person duly authorized to pass on same. If revised proofs are desired, request must be made when proof is returned. The company is not responsible for errors if work is printed as per customer’s “ok,” or otherwise printed as per proofs returned by customer containing any corrections made by customer. Any alterations, which maternally change the printing job, will be charged to and paid by customer at the company’s then prevailing rates. Company can not be held responsible for errors if customer fails to return proof or authorizes company to run without proof or without return of proof. Because of differences in equipment, processing, proofing substrates, paper, inks, pigments, 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.
10. PRESS PROOFS: An extra charge will be made for press proofs. Presses standing awaiting “OK” of customer will be charged to and paid by customer at the company’’ then prevailing rates for the time so consumed. An inspection sheet of any form can be submitted for customer approval, at no charge, provided customer is available at the press during the time of make-ready. Lost press time due to customer delay or customer changes and corrections will be changed at current rates.
11. OVER AND UNDER RUNS not to exceed 10% of the amount ordered shall constitute an acceptable delivery, unless otherwise agreed in writing, and the excess or delicieny shall be charged or credited to the customer at the additional unit price.
12. CUSTOMER’S PROPERTY: The company shall charge the customer at the company’s then prevailing rates which shall be paid by the customer, for handling and for storage of customer’s printed matter held more than thirty (30) days. All such arrangements shall be at the company’s option and in writing, and a copy of any such agreement shall be made a part of this order. The company will maintain fire, extended coverage, vandalism, malicious mischief, and sprinkler leakage insurance on all customer-owned property while such property is in the company’s possession. The company’s liability for such property shall not exceed the amount receivable from such insurance. Customer’s property of extraordinary value shall be insured through mutual agreement.
13. DELIVERY: Unless otherwise specified, the price quoted is for a single shipment without storage, F.O.B. the company’s point of manufacture. All orders are accepted based on continuous and uninterrupted delivery of the complete order, unless specifications distinctly state otherwise. Title and risk of loss passes to the customer when the goods are passed to a common carrier or to the U.S Postal Service by the company. Charges related to delivery from customer to the company or from the customer’s supplier to the company, are not included in any quotation unless specified.
14. PRODUCTION SCHEDULES: All orders accepted contingent upon wars, strikes, fires, floods, accidents, availability of materials, or other contingencies beyond the company’s control. The company shall not be liable for any delay in delivery for non-delivery in whole or in part caused by the occurrence of any contingency beyond the control of the company. Production schedules will be confirmed when final copy is received Confirmation of final delivery dates cannot be made until proof has been approved by customer. If no proof is required, delivery dates can be confirmed upon receipt of final copy. If the customer requires a delivery date that requires the company to incur overtime and holiday pay costs, such additional charges shall be charged to and paid by the customer at the company’s then prevailing rates.
15. SUBCONTRACTS: Unless otherwise specified, the company reserves the right to subcontract all or any part of any job.
16. CUSTOMER FURNISHED MATERIALS: Paper-stocks, inks, camera copy, film, color separations, and other customer-furnished materials shall be properly packed, free from dirt, grit, torn sheets, bad splices, etc., and of proper quality for printing requirements. Additional cost due to delays or impaired production on account of improper packing or quality shall be charged to and paid by the customer at the company’s then prevailing rates. The company shall not be responsible for excessive under-runs due to a lack of sufficient quantity of customer-furnished paper. Repairs, changes, re-pasting, repositioning special proofing or similar work required on material which are furnished by the customer, including but not limited to drawings, original art, camera copy and film, shall be charged to and paid for by the customer at the company’s then prevailing rates. Upon receipt of original copy or manuscript, should be evident that the condition of the copy differs from that which had been originally described and consequently quoted. The original quotation shall be rendered void and a new quotation issued.
17. TAXES: The company will be reimbursed by the customer, for all applicable federal, stated, or municipal taxes incurred in connection with this order.
18. INDEMNIFICATION: Customer will indemnify, defend and hold harmless the company against all liability, loss, expense and damages (including court costs and reasonable attorney fees) on any and all claims of third parties that copy, photographs or illustrations furnished by customer shall breach a patent, trademark or copyright of another or shall libel or invade the privacy of another, or violates any person’s proprietary rights, or contains any matter which is obscene or scandalous.
19. CREDIT: This order is accepted subject to the establishment of satisfactory credit terms. The normal terms of payment (see 3. TERMS above) are superseded by any special credit terms or agreements that may have been agreed upon between the customer and the company in writing and signed by an officer of the company.
20. LIABILITY: THE COMPANY MAKES NO WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY CUSTOM PRINTED OR STOCK PRINTED MATTER, nor does it accept responsibility for any material furnished or directed to be printed by a customer including any requested changes, alterations or additions. In no event shall the company be liable to any purchaser or user of the material produced as a result of this printing order for lost profits or other consequential damages or otherwise. The liability of the company for imperfections, late delivery or other defects is expressly limited to a maximum of the company’s charges for the order in question. The company shall not otherwise be liable for damages, special consequential, incidental, or otherwise, for imperfections, late delivery or other defects. The company neither assumes for authorizes any other person to assume for it any other liabilities in connection with any goods or services.
21. PROPOSALS are subject to review of final copy. Should final specifications of customer’s work be different from those quoted, a revised proposal will be submitted to reflect the changes and it must be accepted by the customer. Any agreement of the parties may be modified or rescinded only in a writing signed by the party against whom enforcement is sought. Prices quoted in proposals are based upon the cost of materials and labor on the date of the proposal and are firm for a period of 30 days from that date. If after that date, the cost of labor or materials increases or decreases, the prices named in the proposal will be increased or decreased by a sum representing the difference in cost plus 10%.
22. COLLECTION COST: Customer agrees that in the event any due and unpaid invoices are referred to a collection agency or an attorney for collection, customer shall pay any and all costs associated with such collection, including all collection agency’s fees, attorney fees and court costs incurred by the company.
23. ADEQUATE ASSURANCE: Upon receipt be the company, customer shall immediately deliver to the company, financial statements for customer which must be inform and substance acceptable to the company prior to the company commencing or continuing to work on this order. The company may, at the time, suspend the performance of any order or require payment in cash ort other adequate assurance satisfactory to the company when in the company’s sole opinion, the financial condition or customer or other grounds warrant such action.
24. CALIFORNIA LAW: This agreement shall be construed in accordance with and governed by the laws of the State of California. Any cause of action against the company arising in connection with this order or breach of any agreement slated hereon must be commenced by customer within (1) year after the cause of action accrues.
25. DISPUTES AND DISAGREEMENTS: Any dispute as to the terms, performance, or the obligation of any party to this agreement shall be determined by binding arbitration of an unbiased third party unless both parties mutually agree to resolve the dispute in a court of proper jurisdiction. Such arbitration shall promptly occur at a time and place specified by the arbiter and conducted according to the rules and procedures prescribed by the American Arbitration Society. All parties agree that any evidence, testimony and the findings of the arbiter shall be admissible in a court of law.
26. ATTORNEY FEES: Any party to this agreement who is the prevailing party in any arbitration or legal proceeding against any of the other party covered by or related to this agreement shall be entitled to recover court costs, reasonable attorney fees, and all out of pocket costs of litigation and arbitration, including depositions, travel, and witness costs from the nonprevailing party Signature Print.