ESTIMATE An estimate not accepted within thirty (30) days is subject to review. The signature of the purchaser or authorized agent for the company responsible for payment must appear in the area designated customer’s signature, such signature shall consent to the following terms, conditions and agreements.
GENERAL CONDITIONS Prices are F.O.B. Miami, Florida. Transportation charges to be paid by Purchaser. Merchandise covered by this order will be specially made and this order shall not be subject to cancellation once it has been accepted by Seller, except on terms that will compensate the Seller against loss. The estimated shipping date time is not the essence of this agreement. This order shall not be effective until acceptance thereof by Seller, ALTA GRAPHICS. Acceptance by Seller may be either by notification to Purchaser or by commencing to produce work on the merchandise ordered. The legal rate of interest may be charged on all past due accounts at Seller’s option. In the event that the services of an attorney are required, with or without litigation, to recover on this contract, the Purchaser agrees to pay the Seller it’s reasonable costs including but not limited to attorney’s fees, court costs and costs incurred on appeal in addition to payment of full amount due, plus accrued interest. The parties hereto expressly agree and consent to the jurisdiction of the courts of the State of Florida, and further stipulate that Dade County, Florida will be the proper venue for the legal action. This contract shall be governed by and construed in accordance with the laws of the State of Florida. Any amount owing will become due immediately in the event of bulk sale, mortgage, bankruptcy, attachment or execution made by or against Purchaser or in the event of refusal of Purchaser to accept from the carrier the merchandise ordered hereunder. ALTA GRAPHICS is responsible for the collection of sales tax.
PREPARATORY WORK AND ORIGINAL MATERIALS (Transparencies, Art Work, etc.) Seller shall take reasonable care of transparencies, pictures, art work, digital files and other original copy left in his possession. Seller shall not be responsible for same as to loss or damage while in Seller’s custody. Purchaser represents to Seller that Purchaser has duplicates of transparencies, pictures, art work, digital files and other original copy in their possession. Art work, sketches, copy, dummies, type, separations, negatives, positives, lithographic plates, and all preparatory work created or furnished by the Seller shall remain their exclusive property, and no use of same shall be made nor may any ideas obtained therefrom be used, except by written permission of the Seller and upon compensation (if any) to be determined by the Seller.
REPRODUCTION RIGHTS AND INDEMNIFICATION Purchaser warrants and represents to Seller that he is lawfully entitled to reproduce and copy the pictures ordered and has full authority to authorize Seller to reproduce and copy such material. The Purchaser 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 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 Purchaser agrees to, at the Purchaser’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 Purchaser with respect thereto, and provided further that the Seller shall give to the Purchaser such reasonable time as the exigencies of the situation may permit in which to undertake and continue the defense thereof. Unless otherwise stated on this contract, the Seller reserves the right to use reproductions for purposes of display and other advertising purposes.
PROOFS ALTA GRAPHICS wil submit proofs for artwork it produces. Corrections, if any, are to be made on “master set” returned marked “O.K.” or “O.K. with Changes” and signed with name or initials of person duly authorized to approve same, and date of approval. If revised proofs are desired, request must be made when proof is returned. Seller is not responsible for errors if work is performed as per Purchaser’s “O.K.” or if changes are communicated verbally. Seller shall not be responsible for errors if the Purchaser 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. Because of the difference in equipment, paper, inks and other conditions between color proofing and production operations, a reasonable variation in color between color proofs and the completed job shall constitute an acceptable delivery.
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.
QUALITY ALTA GRAPHICS will use its best efforts to produce a high quality reproduction reasonably close to the original, but does not warranty an “exact color” match. Merchandise covered by this order will be subject to reasonable variation from standard in color, quality and finish, in accordance with the trade customs of the printing industry. Purchaser will clearly mark transparencies for viewing side and desired cropping. When not done, ALTA GRAPHICS is authorized to use best judgment and will not be responsible for transparencies that have been reversed or if the sleeve is not properly marked for front side before receipt.
SHIPPING INSTRUCTIONS Purchaser shall clearly specify the shipping instructions for this order and the transportation means by which shipment is to be made. Lacking explicit shipping instructions. Seller may use his best judgment in selecting transportation means. In such event, Seller shall not be responsible for non-delivery nor for variations in shipping charges from what Purchaser may consider proper.
DELIVERY Delivery dates are approximate, subject to the normal variations customary in the industry, and to the delays due to fire, strikes, equipment breakdown, inability to obtain materials, and any other circumstances beyond Seller’s control. Such delays shall not serve to invalidate this order, nor to subject Seller to damages. Where date of shipment is specified in the order and for any reason it is not possible to ship on or before the date specified, Seller will use its best efforts to ship as soon as possible thereafter and Purchaser agrees to accept the merchandise when so shipped. Unless otherwise specified, the price quoted is for a single shipment without storage. Title for finished work shall pass to the Purchaser upon delivery to carrier at shipping point or upon mailing of invoices for finished work whichever occurs first. Merchandise left in Seller’s possession by Purchaser shall be held at Purchaser’s sole risk and expense, and Seller shall not be responsible for loss or damage due to any cause.
OVERRUNS OR UNDERRUNS As it is necessary to provide a reasonable allowance for spoilage in manufacturing merchandise ordered hereunder, it is ordinarily not possible to ship the exact quantity ordered. It is therefore agreed that Seller may ship up to 10% more or less than the quantity ordered which shall constitute acceptable delivery. Purchaser agrees to pay pro-rate for the actual quantity shipped.
CLAIMS Claims for defects, damages or shortages must be made by the Purchaser in writing to ALTA GRAPHICS, Miami, Florida within a period of ten (10) days after delivery. Failure to make such claim within the stated period shall constitute irrevocable acceptance and an admission that they fully comply with terms, conditions and specifications. Seller’s liability shall be limited to stated selling price of any defective goods, and shall in no event include special or consequential damages, including without limitation, profits (or profits loss). As security for payment of any sum due or to become due under terms of any Agreement, Seller shall have the right, if necessary, to retain possession of and shall have a lien on all customers property in printer’s possesion including work in process and finished work. Claims relating to shortages in shipment must be accompanied by a receiving report showing number, weight and contents of each package received. Purchaser’s recourse for loss or damage in transit is solely against the carrier, ALTA GRAPHICS will gladly assist Purchaser in filing any such claim. The final decision on any claim will be based on whether, in ALTA GRAPHICS’ opinion, (a) a “normal reproduction” loss has been made, and (b) the claimed defect affects the saleability or useability of the merchandise. In any event, ALTA GRAPHICS’ responsibility shall be limited to correction on the product merchandise, the replacement of the merchandise, or at ALTA GRAPHICS’ option, the allowance of credit therefore, in whole or part.
TERMS Payment shall be net cash as follows for all orders: 50% deposit on submission of order by customer, balance shall be due cash on delivery. The balance due shall be due prior to shipment or by C.O.D. Balances in excess of $500.00 must be paid by cash, cashier’s check or money order. Customers with credit on account will be responsible for ensuring payment within 30 days from the date of shipment. If the total order exceeds available credit, ALTA GRAPHICS’ will establish for Purchaser a payment schedule.