Insignia Marketing, Inc. – Standard Terms and Conditions of Purchase
1. ACCEPTANCE OF CONTRACT: Seller shall not be bound by this Order unless and until Buyer executes and returns to Seller the acknowledgement copy of the Order, together with an initial payment for the Order equal to 50% of the purchase price. Buyer shall be bound by this Order and its terms and conditions when it executes and returns this acknowledgement. No contract shall exist except as herein above provided. Different or additional terms and conditions contained in the acknowledgement of this order or in an invoice are hereby rejected. Any acceptance hereof is expressly made conditional on seller’s assent to the
additional or different terms contained herein. No agreement or understanding to modify this order shall be binding upon seller unless seller accepts same in writing and signed by seller’s president, Christine McAtee.
2. CHANGES: Buyer shall have the right to request changes within the scope of this Order prior to production being initiated; however, all such changes are subject to acceptance by Seller. If any change causes an increase or decrease in price of the Order, or in the time required for performance, Seller shall notify Buyer of such increase or decrease and the Order shall be modified in writing accordingly.
3. CANCELLATIONS: Orders may be canceled within 5 days for a full refund. A 50% refund is available for orders cancelled on days 6-10. There are no cancellations or refunds for custom orders after day 10. There are no refunds of deposits after production begins.
4. DELIVERIES: All products are sold FOB Chicago, Illinois. Freight will be billed to, and must be paid by, the Buyer. Seller cannot assume responsibility for time delays in transit.
5. MERCHANDISE RETURNS: Returns are not accepted on customized merchandise. All authorized returns for non-customized items require a prior Return Authorization Number by Seller. All approved returns must be shipped prepaid at the Buyer’s expense unless the return is based solely on Seller’s error, and then the freight charges will be credited at the time credit for the return is issued.
6. INSPECTION: The Buyer must, as a condition of sale, immediately upon delivery of the same, inspect all shipments carefully and verify the number and amounts of the shipment. All claims for lost or damaged goods, whether patent or concealed, must be made in writing directly to the delivering carrier within fourteen (14) days of delivery, or within such other period of time as may be required by the carrier, and a copy of the same shall be provided to Seller within such fourteen (14)-day period. As between Seller and Buyer, all risk of loss or damage, and other incidents of ownership, passes to the Buyer upon delivery of the goods to the carrier by Seller.
7. INVOICES: Promptly after shipment Seller shall forward to Buyer’s Office the balance due invoice (bearing the date of shipment). Terms are Net 15.
8. TERMS OF PAYMENT: Upon execution of this Purchase Order, Buyer shall deliver to Seller 50% of the purchase price (for orders over $5,000). Prepayment in full is required for all orders less than $5,000. All payments are due net 15 days from the date Seller invoices Buyer. All payments must be made in the legal currency of the United States. Any payment not received by the due date shall be subject to an interest charge of (1.5%) per month or the maximum allowed by law.
9. WARRANTY: A one year limited manufacturer’s warranty covers defects in material and workmanship. Seller warrants that upon shipment, the goods will be (i) free from defects, and (ii) substantially in accordance with Seller’s standard specifications for the specific goods. If, within fourteen (14) days after the shipping date, Seller receives written notice of any defect in the material or workmanship of the specified goods, or the failure of the goods to meet Seller’s standard specifications therefor, Seller will correct each such defect or failure, at Seller’s option, by either making available, FOB Chicago, Illinois, Seller’s plant, repaired goods or replacement goods, or refunding to Buyer a proper amount to cover such defect or failure. Except as specifically provided in this paragraph 9 to the contrary, neither seller nor its agents, distributors, subcontractors nor suppliers make any representations or warranties, express or implied, of any kind or nature, and seller and such parties specifically disclaim any warranty of merchantability, fitness for a particular purpose or conformity with samples. Liability of Seller under all warranties and otherwise for its goods and services is conditioned on the goods being handled, erected, installed, operated and maintained in accordance with Seller’s standard written instructions provided or approved in writing by Seller. Seller makes no warranties which extend to damage to the goods due to deterioration or wear occasioned by sunlight, chemicals, abrasion, corrosion, installation, operation, maintenance, abnormal conditions or temperature, other use of the goods above standard recommended uses or in an improper manner, or other factors. Seller’s sole responsibility for defects in material and workmanship of goods and Buyer’s sole remedy hereunder will be as stated in this paragraph 9. Seller makes no warranties to those defined as consumers in the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act.
10. EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY: Seller’s entire liability and Buyer’s exclusive remedies against seller for any damage caused by any product defect or failure, or arising from the performance or nonperformance of any work, the breach of any representation or warranty, or the delivery or non-delivery of products,
regardless of the form of action, whether in contract, tort, including negligence, strict liability or otherwise, will be:
a. For failure of the purchased product, the remedies stated in paragraph 9; b. For damages other than as set forth in (a.) above, Seller’s liability will in no event exceed the price paid by Buyer to Seller for the applicable product. Notwithstanding any other provision of these terms and conditions, Seller will NOT be liable for incidental, indirect, special or consequential damages, or for lost profits, savings, or revenues of any kind, whether or not seller has been advised of the possibility of such damages.
11. FORCE MAJEURE: Seller will have no liability for damages due to fire, explosion, lighting, pest damage, power surges or failures, strike or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw material, transportation facilities, fuel or energy shortages, act or omissions of communication carriers, or other causes beyond Seller’s control whether or not similar to the foregoing.
12. TAXES: Buyer is responsible for all sales, use, excise, value-added and other similar taxes, duties and charges levied as a result of this Order. Seller pricing is exclusive of all such taxes, duties and charges. If this Order is not subject to sales or use tax, documentation sufficient to verify tax exemption shall be furnished by Buyer at the time the order is placed.
13. SUBCONTRACTING AND ASSIGNMENT: Neither party shall assign its rights under this Purchase Order to any other person, firm or corporation without express written consent of the other party. Any subcontractor shall incorporate by reference all terms of this Purchase Order.
14. CONTRACT AND CONSTRUCTION: This order and the acceptance thereof shall be a contract made in the State of Texas The validity and interpretation of this order and all related documents in the rights and the obligations of the parties hereunder shall be governed by the laws of the State of Texas.
15. INTEGRATION AND SEVERABILITY: This Purchase Order constitutes the complete and exclusive statement of the terms of the agreement between the parties pertaining to the sale set forth in the face hereof and supersedes any contemporaneous agreements and undertakings of the parties in connection with this sale. If any part of this agreement is found to be illegal or unenforceable, that part shall be severed from the contract and the rest of the agreement shall be enforceable as written.
16. WAIVER: Seller’s failure to insist on performance of the terms and conditions herein or to exercise any right or privilege, or Seller’s waiver of any breach here under, shall not thereafter waive the same or other terms, conditions, rights or privileges or affect any subsequent breach.
17. USE OF SELLER’S NAME: Buyer shall not use the name or any trademark of Seller, or any in its sales promotion, advertising, or any other publication without Seller’s prior written permission.
18. COPYRIGHT AND TRADEMARK: Seller assumes artwork, logos etc. submitted by Buyer is in full compliance with all laws concerning copyright, trademarks, etc. By placing orders, Buyers agree NOT to hold Seller responsible for any damages, costs, and or expenses arising from violation of these laws resulting from Seller’s use of supplied artwork. Buyer shall have no rights to designs or artwork supplied by Seller, as all designs/copyright work remains the property of the Seller. Any use or
reproduction of these designs without the express written consent of Seller is prohibited. Purchase of products does not constitute a license of any intellectual property between Buyer and Seller.
19. PATENTS and/or PATENTS PENDING: Buyer agrees to protect Seller by honoring Seller’s patents, or patents pending. Proprietary information disclosed by Seller to Buyer through the order process must remain confidential. Buyer is encouraged to report immediately to Seller any information regarding Buyer’s encounters with any copycat products which Seller has patents on, or patents pending.
20. SET-UP CHARGES: All set-up and design charges are included unless specified on the order confirmation. Repeat set-up charges are also included. Hourly charges and/or fees will be charged for design services above and beyond included set-ups.
21. EDITS AND CHANGES: Up to 3 edits are included for all designs produced by Seller. Additional edits and changes will be billed at an hourly rate per revision.
billed accordingly for all proofs and associated freight.
23. RUSH SERVICE: Rush services are quoted upon request (for complete or partial orders). Please contact Seller for pricing and availability.
24. RETURNED CHECKS: A $50 charge will be assessed for all returned checks. Accepted methods of replacement payment are ACH or money order.
25. NUMBERING: Pre-printed numbering is available for Room Numbers, Phone Numbers, etc. Please contact Seller for pricing.
26. NON-STANDARD SIZES: Custom sizes are available and are quoted upon request.
27. REPEAT ORDERS: Orders are kept on file for three (3) years and may be referenced for additional/repeat orders. Please provide previous order number and year it was produced. After three (3) years, a sample may be needed and art charges may apply.
28. PRODUCTION TIME: Production begins following receipt of full deposit from Buyer, and after all art proofs have been finalized/approved. (Art services may begin only after receipt of a valid Purchase Order Number from Buyer.) After production has been initiated, orders cannot be changed. Production time typically ranges from 2-4 weeks, but may take as long as 10 weeks for backorders. We recommend Buyer submit the deposit as soon as possible to secure resources for the Order.
29. INDEMNIFICATION: Buyer agrees to indemnify, defend and hold harmless Seller and its affiliates and representatives, from and against all claims, liabilities and expenses (including attorney’s fees) arising out of or related to any Order.
