Payment in the amount of 50% of the purchase price shall be required at the time of placement of the order. Seller does not have the responsibility to commence work until the amount is collected. Unless provided for in advance, the balance of the purchase price is to be paid at the time of delivery, or attempted delivery by Seller or its agent, by cash, certified check, or money order payable to the seller.
In the case of large orders, Seller shall have the right to demand payment in advance for the entire purchase price of the order.
Non-payment According to Agreed Upon Terms
Buyer agrees to pay a late payment charge on all overdue balance in an amount not to exceed the legal limit. Should Seller choose to pursue collection of this debt in a Court of law, and should Seller prevail, Buyer further agrees to pay the reasonable legal and collection expense of Seller.
Until full payment is received, Seller shall have the right to retain possession of and shall have a lien upon all of Buyers property, or property for which Buyer is a custodial or third party agent, (In the case of an Ad Agency agreement on behalf of a third party and user) which is in the possession of Seller, including but not limited to artwork, films, raw materials, substrates, work in progress and finished work.
Ownership of Artwork and Materials
All artwork, sketches, copy, films and screens created by or furnished by the Seller remain as Seller’s exclusive property. No use of same shall be made, nor any ideas obtained therefrom shall be used, except upon compensation to be determined by the Seller, or unless otherwise agreed in writing.
In the event that seller is to imprint at the request of Buyer a likeness of a person, product, or any other thing either provided by the Buyer or provided by Seller at Buyer’s request, Buyer hereby represents that said likeness is being produced with the knowledge and consent of the individual or entity having the rights thereto. On request by Seller, Buyer shall provide Seller with evidence of authority to produce such likeness. Buyer agrees to hold Seller free and harmless from all liability and indemnify Seller for the loss, damage, or injury which he may suffer as a result of reproducing the said likeness. This obligation on the part of the Buyer shall extent to payment for all attorneys’ fees and other out-of-pocket costs incurred by Seller as a result of the reproduction of the likeness requested by the Buyer.
Seller warrants that the goods are as described in this Agreement. However, Seller disclaims all express and implied warranties of merchantability and warranty of fitness for a particular purpose, unless specifically agreed upon in writing and made a part of this Agreement.
Due to market conditions and mill variance beyond the Seller’s control, Seller cannot guarantee consistency of dye colors throughout an individual order, or from one order to the next.
Seller reserves the right, when necessary, to substitute material of equal or better quality without notification.
Overruns or Underruns
Overruns and underruns not to exceed 5% of the amount ordered will constitute acceptable delivery unless otherwise specified. An appropriate charge or credit will be made for the over or under amount. All overruns or underruns shall be charged or allowed at the unit price of the order. If buyer guaranteed “no less than” delivery, percentage tolerance of overage must be doubled.
Purchase of Rejects
Buyer shall have the right to purchase goods rejected for cause at a discount of 25%. As to those goods not purchased by Buyer, Seller shall have the right to sell them as seconds, unless Buyer has furnished the goods on which the printing has been done, in which case, Buyer shall have the right to the goods.
Special care should be taken in the laundering of all imprinted textiles, regardless of the manufacturer’s “Care” label. Generally, garments should be washed in warm water with a mild detergent and lightly tumble dried in a warm dryer with the imprinted side turned in, or in the alterative, air dried. Seller cannot assume responsibility for the imprinted garments which are ironed either in the household or commercially. Due to varied water conditions, the effects of harsh detergents, bleach and hot water, Seller does not guarantee against fading or shrinkage of garments during laundering.
Goods Supplied By Buyer
Goods to be printed on and supplied by Buyer shall be properly packed, free from dirt, grit, torn fabric, or materials, and of proper quality for printing requirements. Additional cost due to delays or impaired production due to improper packing or quality of goods furnished by Buyer shall be charged to Buyer at prevailing shop rates. Any goods supplied by Buyer are at his risk based on differences in wash fastness and absorption qualities of fibers. Stock provided by Buyer for four color process shall be white or light tan. Any other colors supplied by Buyer shall be at Buyers risk as to color, color balance, and tonal representation.
Storage of Buyer’s Merchandise and Completed Work
When Buyer’s merchandise or completed work is gratuitously held and stored by Seller at Buyer’s request, notwithstanding Seller’s negligence, Buyer shall assume full risk of loss. When storage is charged for at current rates, Seller shall maintain fire, extended coverage, vandalism, malicious mischief, and sprinkler leakage insurance on all property belonging to the Buyer while in Seller’s possession. Seller’s liability shall not exceed the amount recoverable from such insurance.
Claims and Remedies
In the event of a breach by Seller, claims for defects, damages, or shortages not related to transportation, must be made in writing by the Buyer within ten (10) days after delivery. Failure to make such a timely claim shall constitute complete and irrevocable acceptance of the shipment.
Claims must specify in detail the objections of the Buyer. No claims shall be made except for defects therein or for non-conformity with some material provisions of this order.
The sole option of the Buyer as to any order property rejected will be to ship such goods to Seller within five (5) days following the Seller’s written authorization.
In all cases, Seller’s liability shall be limited to the stated selling price of the product, or at Seller’s option replacement of the merchandise. Buyer shall have no right to cover by procuring substitute goods. In no event shall Seller be liable for special or consequential damages, including profits lost, whether or not caused by or resulting from Seller’s negligence.
In cases of misunderstanding or disagreement in interpretation of specifications, or where new conditions arise where Seller and Buyer are unable to agree, the disputes shall be submitted to a special arbitration committee of three – one member representing the Seller, one the Buyer, and one selected and agreed upon by the Seller and Buyer. The majority decision of the committee shall be binding upon the Seller and Buyer.
In the event Seller takes legal action concerning the terms of this agreement, or if Seller retains and attorney to secure collection of all or any portion of an account, whether or not the matter proceeds to judgment, Seller shall be entitled to reasonable attorney’s fees and out-of-pocket cost incurred.
In the event of order cancellations, Buyer will be responsible for all costs incurred towards production of order.