Terms and Conditions

1. Scope of Agreement. Northwest Offset Printing (“Printer”) will perform the work described in the Specifications Schedule at the prices agreed in the Price Schedule negotiated with the requesting party (“Customer”) as defined in the finalized written quotation approved and signed by Customer.

2. Payment Terms. Customer will pay the net amount of each invoice within thirty (30) days of the date of invoice, unless otherwise established by Printer in writing on the face of the quotation or elsewhere, without making any deductions or setoffs. Customer will pay interest on overdue accounts from the thirty-first day at the rate of 1.5% per month (18% per year) or prime plus 1.5%; or the maximum rate allowed by law. The event of charging interest does not constitute extension of credit beyond the thirty-first (31st) day. As security for payment of any sum due or to become due under the terms of any agreements, Printer shall have the right to retain possession of and shall have a lien on all Customer property in Printer’s possession including work in process and finished work. The extension of credit or acceptance of notes, trade acceptances, or guarantees of payment shall not affect such security interest and lien. Customer represents that Customer is solvent and capable of meeting its debts as they come due and acknowledges that Printer has relied upon this representation in performing work for Customer on credit. Customer remakes this representation upon every new order for work.

3. Production Schedule. Customer shall furnish all copy specifications, artwork, proofs, and other items according to the Production Schedule agreed upon by the Customer and Printer. Customer shall accept any delays caused by Customer’s failure to meet agreed schedules and will pay applicable charges resulting from such delays, including but not limited to overtime. Customer shall accept work completed according to proofs, which have been reviewed and approved by Customer. Printer shall not be liable for errors in work done according to proofs reviewed and approved by Customer, Customer’s failure to order proofs, Customer’s refusal to approve or return proofs, or Customer’s instructions to proceed without submission of proofs.

4. Price. If paper is to be supplied by Printer, orders are subject to the availability and price of paper. Customer recognizes that the prices are exclusive of storage charges and sales and other taxes. Any taxes imposed on Printer by federal, state, or local taxing authorities shall be added to the price paid by Customer.

5. Customer Furnished Material. In the event that Customer furnishes paper and other materials, such items must conform to all of Printer’s applicable standards. Printer’s prices assume that any artwork, color separations, special dies and other items supplied by the Customer will meet Printer’s standards and be capable of immediate use without alteration or repair. Customer shall pay for all additional cost incurred by Printer and accept any adverse impact on the quality of the work due to materials supplied by the Customer failing to meet Printer’s standards including, but not limited to, delays, corrections and impaired, altered, reduced or inefficient production or the necessity to replace materials supplied by Customer.

6. Production Variance. Customer will accept and pay for quantities up to five percent (5%) up to the first 10,000 quantity ordered, up to two and one-half percent (2.5%) between 10,001 and 100,000 quantities ordered, up to one percent (1%) between 100,001 and 500,000 quantities ordered, and up to one-half percent (.5%) over 500,000 quantities ordered less than or greater than quantity ordered unless otherwise specified in writing.

7. Customer’s Responsibility for Subject Matter. Customer warrants that any copy, artwork, proofs, labels, packaging materials or other items furnished by the Customer do not infringe upon any rights of others, including but not limited to copyrights, rights in trademarks or trade names or rights in trade secrets, are not libelous, or scandalous, do not invade any person’s right to privacy or other personal rights, and the disclosure or reproduction of any such item does not violate any applicable law, regulation or ordinance. Customer indemnifies and shall hold Printer harmless from all claims, damages, cost, and expense, including attorney’s fees and expenses, arising out of any breach of this warranty.

8. Printer’s Express Warranty. Printer warrants that the work shall meet the requirements set forth in the Specifications Schedule and shall meet acceptable standards of the printing industry. Customer accepts reasonable variation of color, ink, paper and other variations between the proof and production process. Printer DISCLAIMS ANY OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR USE REGARDLESS OF ANY KNOWLEDGE OF PRINTER OF THE INTENDED USE OF THE WORK.

9. Title to Artwork/Plates. Printer shall convey to Customer all ownership rights in artwork, drawings, sketches, dummies, film, and separations created or furnished by Printer upon completion of the work and payment in full of all amounts due to Printer from Customer on all jobs outstanding. Printing plates shall be and remain the sole property of Printer regardless of any payments made.

10. Delivery. Unless otherwise specified, the price quoted is F.O.B. Printer’s plant. Proposals shall be based on one single continuous and uninterrupted delivery of complete order. Charges related to delivery from Customer to Printer, or from Customer’s supplier to Printer shall not be included in any quotations unless specified. Materials delivered from Customer or Customer’s suppliers are verified with delivery ticket as to cartons, packages or items shown only. The accuracy of quantities indicated on such tickets shall not be verified and Printer shall not accept liability for shortages based on supplier’s tickets. Title for finished work shall pass to Customer upon delivery to the carrier. Transportation expenses shall be paid by Customer unless otherwise specified in writing.

11. Force Majeure. Printer shall not be liable to pay Customer for any damages that result from delay in performance or non-performance, directly or indirectly caused by circumstances beyond the control of Printer, including but not limited to, acts of nature, fire explosion, flood, war, act or regulation of government, accident, labor trouble, strike, or shortage, inability to obtain material, equipment, containers, or transportation at commercially reasonable prices. If any such event affects less than the total quantity of product ordered by Customer, the affected quantities shall be eliminated from the contract without liability to Printer and the agreement shall remain otherwise unaffected.

12. Claims – Limitation of Remedies. Customer waives all claims against Printer for defective work, erroneous charges, shortages, and other claims unless Customer makes such claims in writing within thirty (30) days of delivery or the date Printer advises Customer the work is ready for shipment, whichever is earlier.

13. Exclusive Remedy. Customer’s sole and exclusive remedy for Printer’s negligence, breach, or any other claim arising out of or connected with this Agreement shall be the return of the selling price paid for that portion of the work which is non-conforming. In no event shall Printer be liable for incidental, special, indirect, punitive, or consequential damages.

14. Cancellation. In the event of order cancellation greater than five (5) business days prior scheduled press date, Customer shall be responsible for the entire amount related to materials and outside work purchased or ordered for the job. Customer shall also be charged for the press time, bindery hours, plateroom hours, etc., that have been scheduled for the order if the order is cancelled within five (5) business days of scheduled press date, in which case Customer shall be responsible for the entire order price.

15. Applicable Terms. Notwithstanding any different or additional terms that may be contained in any purchase order of the Customer to which Printer objects, Printer’s agreement to perform the work is expressly conditional upon the Customer’s assent to the terms and conditions contained in this Agreement. Customer accepts the terms and conditions of this Agreement by accepting the work which may be shipped or by failing to object to these terms and conditions within fifteen (15) days of the date of this Agreement.

16. Assignment. Customer may not assign this Agreement without Printer’s prior written consent.

17. Terms – Modification. The terms and conditions of this Agreement and the related schedules shall constitute the entire agreement of Customer and Printer relating to the work to be performed under this Agreement and shall supercede all previous discussions, negotiations, and agreements of the parties and their respective agents and employees. No modification or amendment shall be binding on Printer unless identified as a modification or amendment of this Agreement and signed by an Officer of Printer. Utilization of, reference to or acceptance of Customer’s purchase order or purchase order number shall not constitute a modification of this Agreement.

18. Waiver. Waiver of any default of Customer by Printer shall not be a waiver of any other default or future default.

19. Applicable Law. The laws of the state where the goods are principally manufactured by the Printer shall apply to the interpretation and enforcement of this Agreement.

20. Severance. If any Court shall rule that any terms or conditions of this Agreement are unenforceable, invalid, or contrary to public policy, such terms shall be deemed to be removed from this Agreement by the mutual consent of the parties and all other terms and conditions shall remain in full force and effect.

21. Enforcement. Customer shall pay all reasonable expenses, including legal fees, expenses and court costs, and collection costs incurred by Printer in connection with the enforcement of the terms of this Agreement or defending against the Customer’s claims, including negotiations and counseling, whether or not actual legal proceedings result.

22. Cumulative Remedies. All remedies of Printer hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy.

23. Notices. All notices relating hereto shall be in writing and delivered in person to an officer of the party to which such notice is being given or mailed by certified mail, return receipt requested, to such party at the address specified in this document, or at such other address specified by like notice by either party to the other.