TERMS AND CONDITIONS OF SALE TERMS: For open accounts, a 2% discount is allowed if payments are made within ten days from the date of invoice. Payments for invoices are due within 30 days unless otherwise noted. If the amounts 30 days past due on a the monthly statement, are not paid in full within 10 days following delivery of the statement, the customer shall pay a late payment charge, equal to 1.5 % of the amounts in arrears, for each month in which such amounts remain unpaid. This late payment charge is intended as liquidated damages for failure to pay amounts when due, and represents damages for the time amounts are withheld plus reasonable administrative costs of collecting and accounting for unpaid amounts. The customer understands and acknowledges that separate calculation of actual damages for each instance of late payment would be extremely difficult and impracticable, and further acknowledges that the foregoing provision for liquidated damages is reasonable under the circumstances existing as of the date hereof. If legal action is necessary to collect amounts due, including amounts due as liquidated damages, it is agreed that the prevailing party is entitled to reasonable attorneys fees and/or collection costs. All films, artwork, transparencies, files, disks, etc., remain the property of provider until payment is received. In no event shall provider's liability regarding this sale exceed the price of the labor and film sold. Provider will not be liable for any damages for failure to deliver within the requested time, but will use its best efforts to make delivery within such time. 1. QUOTATION. A quotation not accepted within 30 days is subject to review and may be changed. 2. ORDERS. Acceptance of orders is subject to credit approval and contingencies such as fire, water, strikes, theft, vandalism, acts of God, and other causes beyond the provider's control. Cancelled orders require compensation for incurred costs and related obligations. 3. EXPERIMENTAL WORK. Experimental or preliminary work performed at customer's request will be charged to the customer at the provider's current rates. This work cannot be used without the provider's written consent. 4. CREATIVE WORK. Sketches, copy, dummies, and all other creative work developed or furnished by the provider are the provider's exclusive property. The provider must give written approval for all use of this work and for any derivation of ideas from it. 5. ACCURACY OF SPECIFICATIONS. Quotations are based on the accuracy of the specifications provided. The provider can re-quote a job at time of submission if copy, film, tapes, disks, or other input materials don't conform to the information on which the original quotation was based. 6. PREPARATORY MATERIALS. Artwork, type, plates, negatives, positives, tapes, disks, and all other items supplied by the provider remain the provider's exclusive property. 7. ELECTRONIC MANUSCRIPT or IMAGE. It is the customer's responsibility to maintain a copy of the original file. The provider is not responsible for accidental damage to media supplied by the customer or for the accuracy of furnished input or final output. Until digital input can be evaluated by the provider, no claims or promises are made about the provider's ability to work with jobs submitted in digital format, and no liability is assumed for problems that may arise. Any additional translating, editing or programming needed to utilize customer-supplied files will be charged at prevailing rates. 8. ALTERATIONS/CORRECTIONS. Customer alterations include all work performed in addition to the original specifications. All such work will be charged at the provider's current rates. 9. PREPRESS PROOFS. The provider will submit prepress proofs along with original copy for the customer's review and approval. Corrections will be returned to the provider on a master set marked "O.K.," "O.K. with corrections," or Revised proof required" and signed by the customer. Until the master set is received, no additional work will be performed. The provider will not be responsible for undetected production errors if: Proofs are not required by the customer; The work is printed per the customer's O.K.; Requests for changes are communicated orally. 10. PRESS PROOFS. Press proofs will not be furnished unless they have been required in writing in the provider's quotation. A press sheet can be submitted for the customer's approval as long as the customer is present at the press during make ready. Any press time lost or alterations/corrections made because of the customer's delay or change of mind will be charged at the provider's current rates. 11. COLOR PROOFING. Because of differences in equipment, paper, inks, and other conditions between color proofing and production pressroom operations, a reasonable variation in color between color proofs and the completed job is to be expected. When variations of this kind occur, it will be considered acceptable performance. 12. OVER-RUNS or UNDER-RUNS. Overruns or under-runs will not exceed 10 percent of the quantity ordered. The provider will bill for actual quantity delivered within this tolerance. If the customer requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation. 13. CUSTOMER'S PROPERTY. The provider will only maintain fire and extended coverage on property belonging to the customer while the property is in the provider's possession. The provider's liability for this property will not exceed the amount recoverable for the insurance. Additional insurance coverage may be obtained if it is requested in writing, and if the premium is paid to the provider. 14. DELIVERY. Unless otherwise specified, the price quoted is for a single shipment, without storage. F.O.B. provider's platform. Proposals are based on continuous and uninterrupted delivery of the complete order. If the specifications or circumstances dictate otherwise, the provider will charge accordingly at current rates. Charges for delivery of materials and supplies from the customer to the provider, or from the customer's supplier to the provider, are not included in quotations unless specified. Title for finished work passes to the customer upon delivery to the carrier at shipping point; or upon mailing of invoices for the finished work or its segments, whichever occurs first. 15. PRODUCTION SCHEDULES. Production schedules will be established and followed by both the customer and the provider. In the event that production schedules are not adhered to by the customer, delivery dates will be subject to renegotiation. There will be no liability or penalty for delays due to state of war, riot, civil disorder, fire, electrical outage, strikes, accidents, action of government or civil authority, acts of God, or other cases beyond the control of the provider. In such cases, schedules may be extended by an amount of time equal to delay incurred. 16. CUSTOMER-FURNISHED MATERIALS. Materials furnished by customers or their suppliers are verified by delivery tickets. The provider bears no responsibility for discrepancies between delivery tickets and actual counts. Customer-supplied paper must be delivered according to specifications furnished by the provider. These specifications will include correct weight, thickness, pick resistance, and other technical requirements. Artwork, film color separations, special dies, tapes, disks, or other materials furnished by the customer must be usable by the provider without alteration or repair. Items not meeting this requirement will be repaired by the customer, or by the provider at the providers current rates. 17. OUTSIDE PURCHASES. Unless otherwise agreed in writing, all outside purchases as requested or authorized by the customer, are chargeable. 18. TERMS/CLAIM/LIENS. Payment is net cash 30 calendar days from date of invoice. Claims for defects, damages or shortages must be made by the customer in writing no later than 10 calendar days after delivery. If no such claim is made, the provider and the customer will understand that the job has been accepted. By accepting the job, the customer acknowledges that the providers performance has fully satisfied all terms, conditions, and specifications. The provider's liability will be limited to the quoted selling price of defective goods, without additional liability for special or consequential damages. As security for payment of any sum due under the terms of an agreement, the provider has the right to hold and place a lien on all customer property in the provider's possession. This right applies even if credit has been extended, notes have been accepted, trade acceptances have been made, or payment has been guaranteed. If payment is not made, the customer is liable for all collection costs incurred. 19. LIABILITY. 1. Disclaimer of Express Warranties: Provider warrants that the work is as described in the purchase order. The customer understands that all sketches, copy, dummies, and preparatory work shown to the customer are intended only to illustrate the general type and quality of the work. They are not intended to represent the actual work performed. 2. Disclaimer of Implied Warranties: The provider warrants only that the work will conform to the description contained in the purchase order. The provider's maximum liability, whether by negligence, contract, or otherwise, will not exceed the return of the amount invoiced for the work in dispute. Under no circumstances will the provider be liable for specific, individual, or consequential damages. 20. INDEMNIFICATION. The customer agrees to protect the provider from economic loss and any other harmful consequences that could arise in connection with the work. This means that the customer will hold the provider harmless and save, indemnify, and otherwise defend him/her against claims, demands, actions, and proceeding on any and all ground. This will apply regardless of responsibility for negligence. 1. Copyrights. The customer also warrants that the subject matter to be printed is not copyrighted by a third party. The customer also warrants that the subject matter to be printed is not copyrighted by a third party. The customer also recognizes that because subject matter does not have to bear a copyright notice in order to be protected by copyright law, absence of such notice does not necessarily assure a right to reproduce. The customer further warrants that no copyright notice has been removed from any material used in preparing the subject matter for reproduction. To support these warranties, the customer agrees to indemnify and hold the provider harmless for all liability, damages, and attorney fees that may be incurred in any legal action connected with copyright infringement involving the work produced or provided. 2. Personal or Economic Rights. The customer also warrants that the work does not contain anything that is libelous or scandalous, or anything that threatens anyone's right to privacy or other personal or economic rights. The customer will, at the customer's sole expense, promptly and thoroughly defend the provider in all legal actions on these grounds as long as the provider: Promptly notifies the customer of the legal action; Gives the customer reasonable time to undertake and conduct a defense. The provider reserves the right to use his or her sole discretion in refusing to print anything he or she deems illegal, libelous, scandalous, improper or infringing upon copyright law. 21. STORAGE. The provider will retain intermediate materials until the related end product has been accepted by the customer. If requested by the customer, intermediate materials will be stored for an additional period at additional charge. The provider is not liable for any loss or damage to stored material beyond what is recoverable by the provider's fire and extended insurance coverage. 22. TAXES. All amount due for taxes and assessments will be added to the customer's invoice and are the responsibility of the customer. No tax exemption will be granted unless the customer's "Exemption Certificate" (or other official proof of exemption) accompanies the purchase order. If, after the customer has paid the invoice, it is determined that more tax is due, then the customer must promptly remit the required taxes to the taxing authority, or immediately reimburse the provider for any additional taxes paid. 23. TELECOMMUNICATIONS. Unless otherwise agreed, the customer will pay for all transmission charges. The provider is not responsible for any errors, omissions, or extra costs resulting from faults in the transmission. 24. CONSULTATION, TRAINING and COMPUTER RENTALS. Unless otherwise agreed, customer will be charged at current rates for consultation, (including via telephone) training and computer rental. 25. By providing this information, you also agree that Prepress, Inc. and our affiliates may contact you periodically with special offers and updates about our services, but under no circumstances will your contact information will be distributed by us to 3rd parties.