TERMS AND CONDITIONS

I. Prices:

• 1. Prices for the Work, unless specifically stated otherwise, are based upon: (1) Material costs in effect at the original date of quotation; (Prices shall be adjusted at the time of production by adding thereto the percentage of any increase in the cost of paper and/or ink.); (2) Standard paper, ink and ink coverage; (3) The stated schedule(s); (4) All film, artwork, copy and/or other materials furnished by Customer meeting PrintComm’s requirements and deadlines;(PrintComm shall not be responsible for errors in the Work (i) caused by errors or defects in material furnished by Customer or (ii) contained in proofs approved by Customer.); (5) There being no storage or warehousing of Customer’s material or products; (PrintComm reserves the right to charge storage costs for all materials not shipped to Customer or a location specified by Customer, upon completion of the Work. If such storage continues for ninety (90) days and/or Customer does not pay PrintComm’s storage costs and/or specify a place for shipment of the materials, PrintComm may, at its discretion, deem the materials abandoned by Customer and dispose of the materials without further liability.); (6) Final count being plus or minus 1% of the quantity ordered; (The over-run/under-run percentage for separately bound work shall be 10% unless otherwise agreed to in writing by Customer and PrintComm.); (7) Customer’s payment of any and all applicable customs duties, excise, value added, sales, use, governmental levy or imposition and similar taxes as additional cost for the Work, or Customer’s reimbursement of any such tax PrintComm pays on Customer’s behalf; and (8) Shipments being F.O.B. PrintComm’s dock. Customer shall pay all freight charges including any accessorial charges accessed by any carrier.
  2. PrintComm reserves the right to bill for additions to the Work and increases in costs for the Work if the Work does not meet these conditions, and to escalate prices, proportionately, for increases in material and/or labor costs due to Customer’s delay or change in Specifications or Customer’s failure to comply with PrintComm’s requirements and deadlines for material Customer furnishes. If Customer fails to comply with any such requirements or deadlines, or otherwise causes a delay in PrintComm’s performance of the Work, PrintComm will endeavor to reschedule the Work to meet the original shipping date but PrintComm shall not be responsible for meeting the original shipping date(s) if such delays have been caused by Customer’s actions. If overtime is required to meet Customer’s delivery or quantity requirements, PrintComm will endeavor to make any necessary overtime available and shall charge Customer for such overtime at PrintComm’s then current rates. No chargeable overtime will be scheduled without Customer’s prior approval and in the absence of such approval, delivery of the Work will be made as promptly as practicable, consistent with PrintComm’s then available capacity. Billing will be based on these conditions and on the actual count delivered within the aforementioned over-run or under-run allowance. Delivery within the over-run or under-run allowances constitutes acceptable performance by PrintComm.

II. Payment Terms:

Customer’s payment to PrintComm for the Work shall be due net 30 days from date of invoice. Interest on all late payments shall be charged at the rate of 1% per month.

III. Credit:

Customer’s credit with PrintComm is subject to review and revision at any time in accordance with PrintComm’s standard credit policies.

IV. Materials/Property:

1. 1. All materials furnished by Customer for the Work shall be manufactured, packed and delivered in accordance with PrintComm’s requirements and deadlines and shall be warranted by Customer to be free from any defects and all liens and encumbrances.
   2. All materials made or supplied by PrintComm to facilitate the Work shall remain PrintComm’s property, including without limitation, plates.
   3. PrintComm shall have the right to retain possession of and shall have a security interest in all of Customer’s property in PrintComm’s possession, including Work in process and finished Work, as security for payment of any sum(s) due or to become due under terms of this Contract. At PrintComm’s request, Customer will execute and deliver appropriate UCC financing statements to evidence such security interest.

V. Paper:

1. 1. Paper will be ordered in accordance with the Specifications and Customer shall use, or pay PrintComm for, all paper ordered for Customer’s Work.
   2. If Customer requests a change in the paper specifications after the paper has been ordered, PrintComm will attempt to cancel or amend the paper order. If such change in the paper order cannot be accommodated, PrintComm will endeavor to obtain paper meeting the changed specifications, but Customer will either use the previously ordered paper or pay PrintComm the full cost of such paper within sixty (60) days. Title and Risk of Loss to such previously ordered paper shall pass to Customer effective upon PrintComm’s consent in writing to such change in paper specifications. In addition, Customer will pay PrintComm reasonable storage charges for all paper not used within sixty (60) days.

VI. Specification Changes:

Customer will be billed PrintComm’s standard charges for additions to and/or adjustments in the Work resulting from any changes in the Specifications that Customer and PrintComm agree to which necessitates reordering or cancelling material(s), or redoing any of the Work PrintComm performed prior to such change.

VII. Transportation:

PrintComm shall make arrangements for and administer the transportation of the Work to Customer or a location(s) specified by Customer and Customer shall pay PrintComm its charges for such transportation service.

VIII. Proprietary Material/Indemnification:

Customer hereby warrants the legal propriety of all material submitted to PrintComm for the Work. Customer shall indemnify, defend and hold PrintComm harmless from any and all loss, cost, expense and damages on account of any and all manner of claims, demands, actions and proceedings that may be instituted against PrintComm on grounds alleging that the content of the Work violates any copyright or any proprietary right of any persons, or that it contains any matter that is libelous or scandalous, or invades any person’s right to privacy or other personal rights. Customer shall, at its sole expense, promptly defend and continue the defense of any such claim, demand, action or proceeding that may be brought against PrintComm.

IX. Liability:

1. 1. All material shipped to PrintComm for Customer’s Work will be held at Customer’s risk of loss. PrintComm shall assume no liability for loss by fire, water or theft or from any other cause, whether or not similar to those herein specifically enumerated.
   2. PrintComm shall not be liable for any failure, delay, damage or loss occasioned by war, fires, strikes, labor strikes, lockout or slowdown, material shortages, government actions, acts of God or other cause beyond its reasonable control.
   3. Should PrintComm arrange, on Customer’s behalf, for shipping or warehousing services for the Work or for any other materials owned or furnished by Customer, PrintComm shall not be held liable for damage or non-performance by carriers or for damage occurring in public warehouses. All such services are performed at Customer’s risk and expense.
   4. PrintComm’s sole liability for damages arising out of any claimed breach of contract by PrintComm shall be limited to the amount paid therefor. Pending settlement of any claim for damages, Customer will pay invoices due per the Contract terms, withholding no more than the amount agreed to in writing by PrintComm.

X. Limited Warranty:

PrintComm warrants that the Work shall conform, measured by commercially reasonable standards, to the Specifications. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE WORK IS PROVIDED TO CUSTOMER “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL PRINTCOMM BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF ADVERTISING, CIRCULATION, PROFITS, RESULTS, INCOME OR REVENUE ARISING OUT OF THE SALE OR USE OF THE WORK. PRINTCOMM’S SOLE LIABILITY, WHETHER BASED UPON BREACH OF WARRANTY OR CONTRACT NEGLIGENCE OR OTHERWISE SHALL BE LIMITED TO AN AMOUNT NOT GREATER THAN THE PRICE FOR THE WORK MINUS THE COST OF ANY USABLE PORTION THEREOF.

XI. Claims:

Any claims for damages relating to the Work furnished shall either be made in writing within ten (10) days after receipt of the Work or they shall be deemed waived.

XII. Proprietary Information:

Any information Customer learns about PrintComm’s operations shall be treated by Customer as proprietary information of PrintComm’s. Customer shall keep such information confidential and Customer shall secure and protect such information as Customer would secure and protect any of Customer’s own proprietary or confidential information. Customer acknowledges that money damages will not adequately compensate PrintComm for any disclosure of such information by Customer. Therefore, Customer agrees that PrintComm shall be entitled to enforce Customer’s specific performance in accordance with the provisions of this paragraph by injunctive and/or any other equitable relief.

XIII. Assignment:

Customer shall not assign this Contract to any party without obtaining PrintComm’s written consent prior to such assignment.

XIV. Applicable Law:

The laws of the state of Michigan (USA) shall govern this Contract and any dispute arising pursuant thereto. Customer hereby waives any objection to and submits to the exclusive jurisdiction and proper venue of the Michigan courts and agrees to pay all legal costs, including, without limitation, reasonable attorney’s fees, incurred by PrintComm as a result of PrintComm enforcing or otherwise obtaining Customer’s compliance with any provision of this Contract.

This Contract shall constitute the entire agreement between Customer and PrintComm with respect to the Work. PrintComm shall not be bound by any conditions or warranties, express or implied, not specifically stated in this Contract unless otherwise agreed to in writing. This Contract shall supersede all prior discussions, agreements and any inconsistent provisions of any purchase order or other document submitted to PrintComm by Customer either before or after the date hereof and cannot be modified except by a writing referencing this Contract signed by both parties hereto.