Printing Trade Custom and Basic Sales Contract
2. ORDERS: Orders shall not be effective until acceptance thereof by Seller. Acceptance by Seller may be either by notification to Buyer or by Seller’s commencing work on the merchandise ordered. Orders regularly entered, verbal or written cannot be cancelled except upon the terms that will compensate seller against loss. Written instructions are required with all orders. Phone and other verbal instructions must be followed up with written confirmation or Brookline Print Center (BPC) will assume no responsibility for such verbal instructions.
3. EXPERIMENTAL WORK: Experimental work performed at Buyer’s request, such as sketches, drawings, composition, plates, presswork and materials will be charged for at current rates and may not be used without consent of the Seller.
4. PREPARATORY WORK: Sketches, copy, dummies and all preparatory work created or furnished by the Seller shall remain his exclusive property and no use of same shall be made, nor any ideas obtained therefrom be used, except upon compensation to be determined by the Seller.
5. CONDITIONS OF COPY: Estimates for graphic services are based on the receipt of original copy or manuscript clearly typed, double-spaced on 8 1/2” x ll” uncoated stock, one side only. Condition of copy, which deviates from this standard, is subject to re-estimating and pricing review by Seller at time of submission of copy, unless otherwise specified in estimate.
5A. CUSTOMER ARTWORK: Camera-ready copy submitted to Seller and found to be defective, inaccurate, or otherwise unprintable remains the Buyer’s responsibility. The costs associated with fixing problems, lost time, and for materials shall be considered alterations to this order.
6. PREPARATORY MATERIALS: Artwork, type, negatives, positives, separations, lithographic plates, and other items made by Seller shall at all times remain the sole and exclusive properly of Seller.
7. ALTERATIONS: Alterations represent work performed in addition to the original specification. Such additional work shall be charged at current rates and be supported with documentation upon request.
8. PROOFS: Proofs shall be submitted with original copy. Corrections are to be made on ‘Master set’, returned marked ‘OK.’ or ‘OK. with corrections” and signed by Buyer. 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 held responsible for errors if the work is printed per Buyer’s OK. or if changes are communicated verbally. Seller shall not be responsible for errors if the Buyer has not ordered or has refused to accept proofs with indication of changes of has instructed Seller to proceed without submission of proofs.
9. PRESS PROOFS: Unless specifically provided in Seller’s quotation, press proofs will be charged for at current rates. An inspection sheet of any form can be submitted for Buyer approval, provided Buyer is available at the press during the time of make-ready. Any changes, corrections or lost press time due to Buyer’s change of mind or delay will be charged for at current rates.
10. QUALITY, Seller will use its best efforts to produce a high quality reproduction reasonably close to the original picture or transparency supplied when that original is illuminated and viewed with light of approximately 5000, Kelvin color temperature, but does not guarantee a so-called ‘perfect color match’. Merchandise covered by this order will be subject to reasonable variation from standard Ink color, quality and finish, in accordance with the trade custom of the industry.
11. OVERRUNS OR UNDERRUNS: Overruns or underruns not lo 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. Seller will bill for actual quantity delivered within this tolerance. If Buyer requires guaranteed “no less than” delivery, percentage tolerance of overage must be doubled. Overage will be built into the quoted price whether Buyer accepts overrun or not.
12. BUYER’S PROPERTY: The Seller will maintain fire, extended coverage, vandalism, malicious mischief and sprinkler leakage insurance on all property belonging to the Buyer, while such property is in the Seller’s possession; Seller’s liability for such properly shall not exceed the amount recoverable from such Insurance.
13. DELIVERY: Unless otherwise specified, the price quoted is for a single shipment, without storage, F.O.B. local Seller’s place of business. Proposals are based on continuous and uninterrupted delivery of complete order, unless specifications distinctly state otherwise. Charges related to delivery from Buyer to Seller, or from Buyer’s supplier to Seller are not included in any quotations unless specified. Special priority pickup or delivery service will be provided at current rates upon Buyer’s request.Materials delivered from Buyer or buyer’s supplier are verified with delivery ticket as to cartons, packages or items shown only. The accuracy of quantities indicated in such tickets cannot be verified and Seller cannot accept liability for shortage based on Buyers representation or third party supplier’s delivery tickets. Seller reserves the right to reject without liability any supplied materials with do not meet Sellers standards.
Title for finished work shall pass to the Buyer upon delivery to carrier at shipping point or upon mailing of invoice for finished work, which ever occurs first. Buyer’s recourse for less or damage in transit is solely against the carrier, but Seller will gladly assist Buyer in filing any such claims.
14. PRODUCTION SCHEDULES: All schedules are tentative until proof approval, at which time jobs can be entered into production. Delivery dates are approximate, subject to the normal variations customary in the industry. Neither Buyer nor Seller shall incur any penalty or liability for delays due to state of war, riot, civil disorder, fire, strikes, accidents, action of Government, of civil authority and acts of God or other causes beyond the control of Buyer or Seller.
15. BUYER FURNISHED MATERIALS: Paper stock, camera copy, film, color separations and other Buyer furnished materials shall be manufactured, packed and delivered to Seller’s specifications. Additional cost due to delays or impaired production caused by specification deficiencies shall be charged to the Buyer.
16. PAYMENT TERMS: Payment shall be net cash on receipt of order unless otherwise provided in writing. 18% per year interest may be charged to all past due accounts at seller’s options.
16a Claims for defects, damages or shortages must be made by the Buyer within a period of ten (10) days after delivery and documented in writing within 20 days. Failure to make such claims 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 profits (or profits lost).
With respect to any mailed materials, BPC and its service providers make no warrenty for a level of response by targeted group marketed and are not liable for any damages; special, consequential including profits or profits loss as a result of providing mailing services.
17. AS SECURITY OF 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 Buyer property in Seller’s possession including work in process and finished work. The extension of credit of the acceptance of notes, trade acceptances or guarantee of payment shall not affect such security interest and lien. Should it be necessary for Seller to bring any suit or proceeding against Buyer for nonpayment of his account, Buyer shall be liable for court costs, reasonable attorney’s fees, and payment of full amount due plus accrued interest. Any amount owing will become due immediately in the event of bulk sale, mortgage, bankruptcy, attachment or execution made by or against Buyer, or in the event of refusal of Buyer to accept the merchandise ordered hereunder.
18. RETURNED CHECKS: A penalty of $25.00 for each NSF check returned to Seller will be assessed to the Buyer.
19. Indemnification: The Buyer 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 Buyer agrees to, at the Buyer’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 Buyer with respect thereto, and provide further that the Seller shall give to the Buyer such reasonable time as the exigencies of the situation may permit in which to undertake and continue the defense thereof.
20. LEGALITY OF CONTRACT: if any term of this contract is found to be illegal, under the laws of the Commonwealth of Massachusetts, all other legal terms remain in force and are binding.
21. CHANGES IN THE CONTRACT: Only officers of BPC shall have the power to change the contract and only by written agreement.
22. LEGAL ACTION: If Legal action is brought against The Buyer or Seller from a commercial transaction under this agreement, the Buyer and Seller agree to have the matter heard in courts of Middlesex County, Massachusetts.