Acceptance of Terms:
GENERAL: Seller means Label Impressions Inc. "'Customer or "Buyer" or “You” means any company, corporation. firm, organization or individual to whom Goods are sold to or supplied by the Seller. "Goods" or "materials" mean all goods, materials, articles, or services supplied by Seller to the Customer. "The Agreement"' means the conditions of Sale contained herein. No course of prior dealing between the parties and no usage of trade is relevant to explain the Agreement. Further, Seller is unable and unwilling to assume any legal burden placed upon Seller by language in Buyer's purchase order or other order form. Seller specifically objects to and rejects any terms and conditions in conflict with these Conditions of Sale, and such additional or conflicting terms shall not become part of The Agreement.
Label Impressions, Inc (Seller) provides its Service to you (Buyer), subject to the following terms and conditions of service which may be updated by us from time to time without notice to Customer.
Cancellation, Deviation or Modification: In the event of cancelation of or deviation/modification from all or part of the work covered hereby, customer shall give Seller as much notice as reasonably practicable. Customer shall be liable for all costs incurred by Seller resulting from such cancellation or deviation that are not otherwise avoidable by Seller through reasonable commercial efforts including, without limitation, down press time, materials ordered or inventoried on Customer’s behalf. ORDERS MAY ONLY BE MODIFIED IN WRITING AND SUBJECT TO ANY INCURRED COST OR LIMITS ON PRODUCTION RUNS OR PRODUCT ALREADY MADE and/or ASSEMBLED and/or CONSTRUCTED and/or PRINTED.
File Submission: It is Customer’s responsibility to maintain a copy of the original file. Label Impressions, Inc. is not responsible for accidental damage to media supplied by the Customer or for the accuracy of furnished input or final output. Until digital input can be evaluated by Label Impressions, Inc., no claims or promises are made about Label Impressions, Inc.'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.
Artwork and Tooling: Printing plates and tooling will be invoiced upon delivery of first order unless otherwise agreed upon by Seller. Artwork, plates, dies and other tooling remain the property of the Seller. Only original, unmodified artwork may be returned to Buyer at Buyer’s request.
Quotations: Quotations are valid for 30 days unless otherwise specified on the original estimate. Quotations are based on the accuracy of the specifications given by Buyer. Label Impressions, Inc. may requote a job at time of submission if artwork, samples or other input materials do not conform to the information on which the original quotation was based. Seller reserves the right to accept or reject a signed quotation or purchase order. Accepted purchase orders shall be governed by this Agreement. No additional terms within accepted purchase order shall be part of the parties’ agreement. ANY TERMS IN CONFLICT WITH THESE TERMS AND CONDITIONS SHALL BE DECIDED IN FAVOR OF THIS AGREEMENT.
Excuse of Performance: Seller shall not be subject to any liability or penalty for delays in performance or nonperformance due to Force Majeure, state of war, riot, civil disorder, fire, strikes, accidents, action of government or civil authority, acts of God, or other contingencies and circumstances beyond the control of Label Impressions, Inc that interfere with the production, supply or transportation of any raw material at a commercially reasonable price that might be covered under this Agreement. In such cases, schedules will be extended by an amount of time equal to delay incurred or cancelled at option of Seller.
Terms: Orders are due net 30 days from date of invoice F.0.B. Seller’s place of origin, upon prior credit approval. Any other payment or delivery terms require the express mutual consent of the Buyer and Seller. All domestic and international sales are made in U.S. dollars and in accordance with Seller's pricing at the time orders are shipped. The time limit within which the Buyer is to pay for the Goods shall be of the essence of the Agreement and the Seller shall be entitled to charge interest at the rate of 18% per calendar year on all past-due payments. The Buyer shall not be entitled to withhold or offset payment for any Goods delivered for any reason whatsoever. All payments due to Seller are without regard to whether Buyer has made or may make any inspection of the Goods delivered to Buyer.
Buyer is responsible for selecting the method of delivery. If delivery method is not specified by the Buyer by the time an order is ready to ship, Seller will select a shipping method. Responsibility for payment/reimbursement of shipping belongs to the Buyer. If Seller fails to meet Buyer’s shipping deadline the order may not be cancelled, and damages may not be charged to Seller. In the event of a delay in shipping, Seller will store products at Buyer’s risk and expense. Seller shall deliver products to delivery point specified on Buyer’s PO unless otherwise stated on Buyer’s purchase order. For sales outside the United States of America delivery shall be “Ex Works” Orange, CA.
Risk of loss and title shall pass to the Buyer, who shall bear all risk of loss, at the time Seller dispatches the Goods in accordance with its FOB Seller's Place of origin shipping terms and the Seller shall not be liable for the safety of the Goods thereafter. Seller reserves the right to apply payments received automatically to the oldest invoice outstanding.
Claims for defects, damages, or shortages must be made by Customer in writing no later than 10 calendar days after delivery. If no such claim is made within the specified time period, Label Impressions, Inc. and Customer will have mutually acknowledged that the job has been accepted by the Customer. By accepting the job, Customer acknowledges that Label Impressions, Inc.'s performance has fully satisfied all terms, conditions, and specifications. 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 is expected. When variations of this kind occur, it will be considered acceptable performance.
Storage: Seller will store products at buyer’s risk and expense. After 30 days storage fees will be assessed to Buyer at the rate of 5% per month. Handling fees on shipment releases below $500 value will be charged a $20 handling fee. Seller cannot guarantee the integrity of product held beyond six months and makes no guarantee or warranty of performance beyond that time. Any product remaining in Seller’s warehouse beyond nine months will be destroyed and Buyer will be invoiced for said product along with a $15 per carton disposal fee.
Overruns, Underruns: Overruns and Underruns will be dictated by the Quote. The Seller will invoice for the actual quantity delivered within any stipulated tolerances stated on the Quote. If the Customer requires a guaranteed quantity, this, together with tolerances, must be stated at the time of estimate.
Copyright/Trademark Infringement: Customer warrants that it has the right to produce the subject matter to be printed, duplicated and/or distributed. If the subject matter is copyrighted/trademarked, the Customer warrants that it owns the copyright/trademark or has express permission of the owner to reproduce such subject matter, and that it has not removed any copyright/trademark notice from any material to be reproduced without written permission. Customer also recognizes that because subject matter does not have to bear a copyright notice in order to be protected by copyright law, absence of such notice does not necessarily assure a right to reproduce. To support these warranties, Customer agrees to indemnify and hold Label Impressions, Inc. harmless for all liability, damages, and attorney fees that may be incurred in any legal action connected with copyright/trademark infringement involving the work produced or provided.
Content and Refusal of Work: Customer warrants that the work does not contain anything that is libelous or scandalous, or anything that threatens anyone's right to privacy or other personal or economic rights. The Seller, when not acting in an illegal discriminatory manner, reserves the right at his or her discretion to reject any job tendered in illegal, libelous, scandalous, improper, or unsubstantiated content or based on copyright, trade mark, or service mark infringement related to any elements of the job. Customer will, at its sole expense, promptly and thoroughly defend Label Impressions, Inc. in all legal actions on these grounds as long as Label Impressions, Inc. promptly notifies Customer of the legal action and gives Customer reasonable time to undertake and conduct a defense.
Disclaimer of Warranties: Seller warrants that its products will be free of material defects in workmanship and materials under normal use and service for a period of six months from date of Seller’s delivery of products to the delivery point (“Warranty Period”).
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THERE IS NO WARRANTY IN CASES OF DAMAGE FROM TRANSIT, IMPROPER STORAGE, NEGLIGENCE, ABUSE, MISUSE, ACCIDENTS, ALTERED PRODUCTS OR FAILURE TO FOLLOW SELLER’S INSTRUCTIONS. SELLER’S SOLE AND EXCLUSIVE OBLIGATION (AND BUYER’S SOLE AND EXCLUSIVE REMEDY) UNDER THIS WARRANTY SHALL BE, UPON PROMPT WRITTEN NOTICE RECEIVED BY SELLER DURING THE WARRANTY PERIOD OF ANY BREACH, TO EITHER, AT SELLER’S OPTION, REPAIR, CORRECT OR REPLACE WITHOUT CHARGE, F.O.B. SELLER’S FACILITY, ANY DEFECTIVE PRODUCT EXPRESSLY WARRANTED HEREIN BY SELLER AGAINST DEFECTS AND FOUND BY SELLER IN IT’S SOLE DISCRETION TO BE DEFECTIVE AND COVERED BY THIS WARRANTY, OR CREDIT BUYER FOR THE PURCHASE PRICE PAID FOR SUCH PRODUCT. SELLER SHALL NOT BE LIABLE TO BUYER, OR TO ANYONE CLAIMING UNDER BUYER, FOR ANY OTHER OBLIGATIONS OR LIABILITIES, INCLUDING, BUT NOT LIMITED TO, OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR TORT OR ANY THEORY OF STRICT LIABILITY, WITH RESPECT TO THE PRODUCTS OR SELLER’S ACTS OR OMMISSIONS OR OTHERWISE. THIS WARRANTY COVERS ONLY REPLACEMENT, CORRECTION OR REPAIR OF DEFECTIVE PRODUCTS AT SELLER’S FACILITY AND DOES NOT INCLUDE THE COST OF INSPECTION, REMOVAL, DELIVERY OR FIELD SERVICE TRAVEL AND EXPENSES. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY LABEL IMPRESSIONS, INC., ITS EMPLOYEES OR REPRESENTATIVES WILL CREATE A WARRANTY AND YOU SHALL NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THIS WARRANTY IS THE ONLY WARRANTY PROVIDED AND IS LIMITS SELLERS LIABILITIES TO THOSE CONTAINED HEREIN. THIS SUPERCEDES ALL WRITTEN, ORAL OR IMPLIED WARRANTIES FOR QUALITY, USE, DEFECTS, SUITABILITY, WORKMANSHIP OR DELIVERY.
Limited Liability: Prior to using products, Buyer or user shall determine the suitability of the product for the intended use and assume all risk and liability whatsoever in connection therewith. In no event shall seller be liable for incidental, indirect, compensatory, punitive, consequential, special or other damages including, but not limited to, loss of profits. Sellers aggregate liability with respect to defective
product and these terms and conditions and /or any quotation, acknowledgement or invoice issued from seller to buyer shall be limited to the monies paid by buyer to seller for the defective product. The remedy described above is the Buyer’s exclusive remedy and is in lieu of any other remedy otherwise available at law or by contract.
UNDER NO CIRCUMSTANCES SHALL LABEL IMPRESSIONS, INC. OR ANY OF ITS AFFILIATES OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, LICENSORS, OR PARTNERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES RESULTING FROM (I) YOUR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR (II) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE OR (V) ANY OTHER MATTER RELATING TO SERVICE.
Indemnity:Customer agrees to indemnify and hold Label Impressions, Inc., and its subsidiaries, affiliates, officers, agents, co-branders, vendors, partners, employees or assigns harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of Content you submit, post, or transmit through the Service, your use of the Service, your violation of the terms and conditions of the Service, or your violation of the rights of a third party.
Governing Law: Label Impressions, Inc. is based in Orange, CA. Issues related to the protection, infringement, or misuse of copyrighted/TRADEMARKED materials shall be governed by the copyright/TRADEMARK laws of the United States of America. All other matters shall be governed by the state laws of California. Customer agrees to submit to the jurisdiction of Orange, CA courts and agree that venue in these courts is proper in any such legal action or proceeding.
ATTORNEY’S FEES: If any legal action or proceeding arises under this agreement or by reason of any asserted breach of it, the prevailing party shall be entitled to recover all costs and expenses, including reasonable attorney’s fees incurred in enforcing or attempting to enforce any of the terms (including but not limited to the collection of unpaid balances owed to Seller), covenants or conditions, including costs incurred prior to commencement of legal action, and all costs and expenses, including reasonable attorney fees, incurred in any appeal from an action brought to enforce any of the terms, covenants, or conditions.
MISCELLANEOUS: This agreement contains the entire agreement of the parties and no inducements, representations, promises, modifications, extensions or release from any provision hereof shall be effected by mutual agreement, acknowledgement, acceptance of purchase order or shipping instruction forms, or otherwise, unless the same shall be in writing, signed by the parties to be bound, and
specifically described as an amendment or extension of this Agreement only in accordance with the terms hereof. No waiver by either Seller or Buyer with respect to any breach or default or of any right or remedy and no course of dealing shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy unless such waiver is expressed in writing signed by the party to be bound. Neither this Agreement nor any interest therein shall be transferred or assigned by a party except upon the prior written consent of the other party, which consent shall not be unreasonably withheld. The Seller hereby certifies that these Goods were produced, repaired or overhauled in compliance with all applicable requirements of Section 6, 7, and 12 of the Fair Labor Standards Act as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof.