A Crew For You

TERMS AND CONDITIONS

 

THE SERVICES COVERED BY THIS DOCUMENT ARE BEING PROVIDED BY A CREW FOR YOU (ACFY) IN ACCORDANCE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN. BY ACCEPTING DELIVERY OF THE SERVICES COVERED HEREBY, CUSTOMER WAIVES ALL TERMS AND CONDITIONS CONTAINED IN CUSTOMER'S PRINTED PURCHASE ORDER OR OTHER FORMS WHICH ARE INCONSISTENT WITH THOSE CONTAINED HEREIN OR ON THE FACE HEREOF AND ALL SUCH INCONSISTENT TERMS AND CONDITIONS CONTAINED IN CUSTOMER'S PRINTED FORM OR FORMS WILL BE NULL AND VOID AND OF NO EFFECT.

1) PRICES. Prices are subject to change without prior notice. Increase in labor, freight and material costs before completion of contract plus applicable overhead may be invoiced to customer. Premium time in excess of 40 hours per week as required by customer will be invoiced as an extra item. ACFY will make reasonable attempts to notify customer of any price increases as soon as possible.

2a) PAYMENT. New customers are required to make a 50% down-payment on the total estimated cost of the project before printing commences. The remainder of the invoice shall be due upon receipt of printed goods. Established customers shall have NET 30 terms. Payment in full is required within thirty (30) calendar days. A 2% discount shall apply if the invoice is paid in full within ten (10) calendar days.

2b) PAYMENT - INTEREST CHARGES. If payment in full is not received on the invoice due date, an interest charge of 5% per month will apply.

3) DELIVERY. Unless otherwise specified on the face hereof, all deliveries are FOB point of shipment. Upon delivery of printed goods covered hereunder to carrier, customer assumes risk of all loss and damage resulting from any cause whatsoever. Shipping dates are approximate and are not guaranteed. ACFY reserves the right to ship and invoice for a quantity of printed goods, which may vary up to ten (10) percent over or under the quantity specified and customer agrees to accept delivery and pay for such revised quantity and consider the shipment to be complete. Any defect in quality or delays in delivery shall not affect the balance hereof. Partial deliveries shall be accepted by the customer and paid for at contract prices and terms.

4) CASUALTY AND AVAILABILITY OF RAW MATERIALS. ACFY shall not be liable for delays in delivery or failure to manufacture for delivery due to causes beyond its reasonable control, including but not limited to acts of God, acts of customer, acts of military or civil authorities, fires, strikes, flood, epidemic, war, riot, delays in transportation or car shortages, or inability to obtain necessary labor, materials, components or services through ACFY's usual and regular sources at usual and regular prices. In any such event ACFY may, without notice to customer, at any time and from time to time, postpone the delivery dates under this contract or make partial delivery or cancel all or any portion of this and any other contract with customer without further liability to customer. Cancellation of any part of this order shall not affect ACFY's right to payment for any product delivered hereunder.

5) WARRANTY. Unless otherwise specified on the face hereof, ACFY warrants to customer that the printed goods are free from defects in materials and workmanship for a period of thirty (30) days from the date of shipment. If it appears within thirty (30) days from the date of shipment that any printed goods do not meet the warranty specified above, and customer notifies ACFY promptly, ACFY shall thereupon correct any such defect by repairing any defective printed goods, or at ACFY's option, by making available at ACFY's plant replacement printed goods, provided, however, that customer shall pay all transportation charges. ACFY will make no allowance for repairs or alterations to the printed goods made by customer, unless made with the advance written consent of ACFY. Materials furnished by suppliers to ACFY are warranted by ACFY only to the extent of the original manufacturer's express warranty to ACFY. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING ANY WARRANTY OR PERFORMANCE, MERCHANTABILITY OR FITNESS FOR PURPOSE. The foregoing shall constitute the sole and exclusive remedy of customer and the full liability of ACFY.

6) LIMITATION OF ACFY'S LIABILITY AND LIMITATION OF CUSTOMER'S REMEDY. ACFY's liability on any daim of any kind, including negligence for any loss or damage arising out of, connected with or resulting from the manufacture, sale, delivery, resale, repair or use of any printed goods or services covered by or furnished hereunder, shall in no case exceed the lesser of the cost repairing or replacing printed goods failing to conform to the foregoing warranty or the price of the printed goods or services or part thereof which gives use to the claim. IN NO EVENT SHALL ACFY BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES IN THE NATURE OF PENALTIES.

7) LIMITATION OF TIME FOR COMMENCENT OF ACTION BY ACFY. Any action for breach hereof or negligence must be commenced by customer within on year after customer's cause of action has accrued.

8) INDEMNIFICATION. Customer agrees to defend and indemnify ACFY of and from any and all claims or liabilities asserted against ACFY in connecton with the manufacture, sale, delivery, resale or repair or use of any printed goods or services covered by or furnished hereunder arising in whole or in part out of or by reason of the failure of customer, its agents, servants, employees or customers to follow instructions, warnings or recommendations furnished by ACFY in connecticn with such printed goods or services, by reason including the Occupational Safety and Health Act of 1970, or by reason of the negligence of customer, its agents, servants, employees or customers.

9) COMPLIANCE WITH LAW. ACFY certifies that the printed goods and services supplied hereunder were or will be produced in compliance with the Fair Labor Standards Act, as amended and the regulations and orders of the United States Department of Labor issued hereunder.

10) CANCELLATION. Customer may cancel only upon written notice to ACFY and upon payment to ACFY of reasonable and proper cancellation charges, induding but not limited to (1) the proportionate price for all printed goods completed whether shipped or not prior to ACFY's receipt of notice of cancellation; (2) all costs theretofore incurred by ACFY in connection with goods uncompleted at the time notice of cancellation is received; (3) an amount equal to reasonable profits on all such costs; and (4) the expenses incurred by ACFY by reason of such cancellation, including reimbursement for any charges arising form termination of sub-contract claims.

11) TAXES. Liability for all taxes and import or export duties, imposed by any city, state, federal or other governmental authority, shall be assumed and paid by customer. Customer further agrees to defend and indemnify ACFY against any and all liabilties for such taxes or duties and legal fees or costs incurred by ACFY in connection therewith.

12) ASSISTANCE AND ADVICE. Upon request, ACFY, in its discretion will furnish as an accommodation to customer such technical advice or assistance as is available in reference to the printed goods or services. ACFY assumes no obligaton or liability for the advice or assistance given or results obtained, all such advice or assistance being given and accepted at customer's risk.

13) TOOLS AND DRAWINGS. All materials, induding by not limited to dies, molds, fixtures, patterns or other items fumished by the customer shall be fully covered by customer with fire and extended coverage insurance and ACFY shall not be liable of damages to or loss of such materials resulting from risks covered by such insurance. Customer on behalf of itself and its insurers hereby releases ACFY from all liability arising in connecton with any loss of or damage to such materials arising out of ACFY's negligence or otherwise, if, at any time, a period of one year has elapsed since the receipt of any order from customer requiring the use of such materials ACFY may thereafter make any such use or disposition of such materials as ACFY desires, without any accounting to customer for such use or disposition, or the proceeds thereof. All specifications, drawings, designs, data, information, ideas, methods, patterns and/or inventions, made, conceived, developed, or acquired by ACFY, incident to procuring and/or carrying out this contract will vest in and inure to ACFY's sole benefit. Customer agrees not to disclose, give, loan, exhibit or sell to any other person any confidential manual, drawing, photograph, or specifications or reproduction thereof furnished by ACFY except in connection with the resale of the product covered or furnished under this contract

14) ENTIRE AGREEMENT. This agreement constitutes the entire contract between customer and ACFY relating to the goods or services identified herein. No modifications hereof shall be binding upon ACFY unless in writing and signed by ACFY's duly authorized representative and no modification shall be effected by ACFY's acknowledgement or acceptance of customer's purchase order forms contaning different provisions. Trade shall neither be applicable or relevant to this agreement, nor be used in any manner whatsoever to explain, qualify or supplement any of the provisions hereof. No waiver by either party of default shall be deemed a waiver of any subsequent default.