Terms & Conditions
1. Applicability. These terms and conditions and any documents attached hereto and incorporated herein
at the time of execution constitute an offer to provide the products described and, when accepted by the
Buyer, shall constitute the entire agreement between the parties (the "Agreement"). For purposes of this
Agreement, the term "Seller" shall mean PrintXcel and its affiliates. Buyer's failure to object in writing
to this Agreement prior to Seller's commencement of any work or shipment of the goods described in the relevant
purchase order, order acknowledgement or other document shall constitute Buyer's acceptance of this Agreement.
Any terms proposed by Buyer in any communication or document, including without limitation, preprinted terms
on a purchase order, which modifies, differs from or conflicts with this Agreement shall not apply unless
specifically agreed to in writing by Seller.
2. Pricing. Prices are effective for thirty (30) or such period as specifically provided in writing,
except that prices of materials (such as paper, ink, plates and adhesives) and outside services are subject
to change at any time. Seller will notify Buyer of price changes. Pricing does not include postage and does
not include freight charges.
3. Cancellations; Modifications. Cancellation or modification of orders accepted by Seller must be
submitted in writing by Buyer to Seller. Buyer agrees to pay all costs (whether direct or indirect) incurred
by Seller in connection with the order up to the date of termination or modification by Seller.
4. Artwork and Graphics. All artwork, type, plates, dies, tooling, negatives and other preparatory items,
when fabricated or procured by Seller, shall remain the exclusive property of Seller, notwithstanding any
expense or preparation fee charged to Buyer, and no use of the same shall be made by Buyer without the express
prior written consent of Seller.
5. Buyer's Warranty and Indemnity. Buyer warrants that it is the legal owner or licensee of all items or
specifications submitted by or on behalf of Buyer to Seller, including artwork and graphics. Buyer further
warrants that no material furnished to Seller for the product infringes any copyright or other intellectual
property rights of any person, is libelous or otherwise violates the rights of or causes damage to any person
or entity, or constitutes a violation of any law. Buyer agrees to defend, at its sole cost and expense, and
to indemnify and hold Seller, its parent company, affiliates, employees, officers, agents, successors and
assigns, harmless from any liabilities, expenses (including attorney's fees) or damages resulting from, any
and all claims, demands, actions or proceedings that are asserted or instituted against Seller arising out of
Buyer's breach of its warranties hereunder or any specification or items submitted by or on behalf of Buyer to
Seller. Seller reserves the right, in its sole discretion, to refuse to produce any product that it deems
illegal, libelous, scandalous, improper or infringing upon copyright law.
6. Shipping; Delivery. Shipping dates are estimates only and are based upon the prompt receipt by Seller of
any approved proofs, artwork, special materials, shipping instructions and other custom specifications needed
for production of the product. Unless otherwise agreed to in writing by Seller, delivery shall be F.O.B. point
of production and the title to the product and risk of loss with respect thereto shall pass to Buyer upon
delivery of the product to a common carrier. Seller shall not be liable for any delay or failure in the
delivery of any product to Buyer caused by riot, civil commotion, fire, flood, labor dispute, natural disaster
or any other event beyond the reasonable control of Seller.
7. Payment; Taxes. Unless otherwise agreed to in writing by Seller, payment of all invoices is due upon
receipt. Buyer shall be responsible for all sales and similar taxes relating to each order (which, where
applicable, will be added to the amount due from Buyer at the time of invoicing unless a valid exemption
certificate is in the possession of Seller prior to the date of shipment). Seller has the right to suspend
performance with respect to any outstanding order if and for so long as an invoice to Buyer remains unpaid
beyond the applicable payment due date.
8. Insurance. Seller agrees to maintain at its expense insurance policies providing coverage, while in
its care and custody and similar coverage from its subcontractors while items are under their care and custody,
against loss or damage due to water, sprinkler leakage, fire, explosion, windstorm, civil commotion and other
perils covered under its "extended coverage" property insurance policy: (i) all work which may be in process
and (ii) all materials furnished by Buyer. All of said insurance policies shall extend coverage to Seller and
Buyer as their respective interests may appear. All creative work and Buyer-owned finished goods that is
stored with Seller is stored at Buyer's risk, and Buyer is responsible for obtaining insurance thereon.
9. Security Interest. Until all liabilities of Buyer have been paid in full, Buyer hereby grants Seller a
security interest in any and all of Buyer's products, artwork, types, plates, dies, engravings, negatives and
other preparatory items now or hereinafter possession of Seller as collateral for the payment for any and all
liabilities of Buyer to Seller, including, but not limited to, attorney's fees incurred by Seller in regard
of any such liabilities.
10. Warranty. Seller warrants that the products delivered to Buyer under this Agreement will conform to any
specifications set forth in the applicable purchase order or other similar document expressly agreed to by
Seller. IF SAMPLES WERE SHOWN TO BUYER, SUCH SAMPLES WERE FOR GENERAL INFORMATIONAL PURPOSES ONLY AND SHALL
NOT BE DEEMED A WARRANTY BY SAMPLE OR OTHERWISE HAVE ANY LEGAL EFFECT. THE WARRANTY IN THIS SECTION 10 IS IN
LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS,
AND ALL SUCH OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
11. Limitation of Liability. Upon any breach of warranty or breach of contract, the Buyer's sole and
exclusive remedy shall be to receive reimbursement of the price paid for defective product (or the portion
thereof with respect to which damages are claimed) or, at Seller's option, Seller may elect to replace any
defective products. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER SHALL NOT BE LIABLE TO BUYER FOR
ANY AMOUNT BEYOND THAT STATED IN THE PREVIOUS SENTENCE INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES
FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COSTS OF ACQUIRING SUBSTITUTE PRODUCTS OR OTHER INTANGIBLE LOSSES.
Claims for defective or damaged goods or for shortages shall be made by the Buyer in writing within sixty (60)
days after shipment and are otherwise waived. If Seller cures such default, or proceeds diligently to
complete the cure within thirty (30) days after receipt of the Buyer's claim, Seller shall not be in violation
of this Agreement.
12. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws
of the State of New York, without regard to the conflicts of law rules thereof. Buyer, for itself and its
successors and assigns, irrevocably agrees that any suit, action or proceeding initiated by Buyer and arising
out of or relating to any transaction subject to this Agreement must be instituted only in a United States
District Court located in New York, New York. Buyer, for itself, generally and unconditionally accepts and
irrevocably submits to the exclusive jurisdiction of the aforesaid courts.
13. Binding Agreement. This Agreement is binding upon Buyer and Buyer's heirs, administrators, executors,
successors, personal representatives and assigns and shall inure to the benefit of Seller and its successors
and assigns and supersedes all other agreements, written or oral, regarding the subject matter hereof.